TCR_Public/050516.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, May 16, 2005, Vol. 9, No. 114

                          Headlines

1301 CP AUSTIN: Case Summary & 20 Largest Unsecured Creditors
AAIPHARMA INC: Wants to Hire Fried Frank as Bankruptcy Counsel
AAIPHARMA INC: Ernst & Young Resigns as Accountants
ADVOCAT INC.: Earns $8.8 Million of Net Income for First Quarter
ALLIANCE ONE: Moody's Rates Planned $100M Senior Sub. Notes at B3

AMCAST INDUSTRIAL: Unsecured Creditors Get 2 Cents on the Dollar
AMERICAN BUSINESS: Wants to Reject Certain Executory Contracts
AMERICAN BUSINESS: Wants to Sell Personal Property In Philadelphia
AMERICAN BUSINESS: Taps Great American To Liquidate Certain Assets
AMERIQUEST MORTGAGE: Fitch Affirms Five Low-B Equity Ratings

AMES TRUE: Weak Performance Cues S&P to Pare Ratings to B-
BEAR STEARNS: S&P Junks Series 1999-CFL1 Class F Certificates
BERWALD PARTNERSHIP: Court Approves Plan of Reorganization
BLEU SKIES: Case Summary & 29 Largest Unsecured Creditors
BLOCKBUSTER: Fitch Downgrades One Notch Two Senior Debts

BRIDGEPOINT TECHNICAL: Court Approves Disclosure Statement
C&H QUICK: Case Summary & 6 Largest Unsecured Creditors
CALL-NET ENTERPRISES: Moody's May Upgrade Ratings After Review
CALIFORNIA PACIFIC: Final Payout of Unsecureds Just Weeks Away
CALPINE CORP: Weak Performance Spurs Moody's to Slice Ratings

CATHOLIC CHURCH: Court Won't Extend Portland Claims Bar Date
CENTRAL GARDEN: Moody's Ups Rating on $150M Sr. Sub. Notes to B1
COLLINS & AIKMAN: David Stockman Resigns & Becker Named Acting CEO
COLLINS & AIKMAN: Gets Waiver Under Accounts Receivables Facility
COLLINS & AIKMAN: Liquidity Pressures Prompt S&P to Junk Ratings

CREDIT SUISSE: Poor Performance Prompts Moody's to Slice Ratings
CYPRESS COMMUNICATIONS: Reports $547K Net Loss for First Quarter
CYPRESS COMMS: Lenders OK Extension of $8M Debt Maturity to '06
DEUTSCHE MORTGAGE: Adequate Credit Support Cues S&P to Up Ratings
DUFFUS & ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors

EAGLEPICHER PHARMACEUTICALS: Discloses Capital Improvement Plans
EGAIN COMMS: March 31 Balance Sheet Upside-Down by $1 Million
ELDON HOFFMAN: Case Summary & 18 Largest Unsecured Creditors
FOOTSTAR INC: Gets Court's Support to Continue Selling at Kmart
FORD MOTOR: Moody's Maintains Investment Grade Rating

GEORGETOWN HEALTHCARE: Negative Income Cues S&P's Negative Outlook
HAYES LEMMERZ: Joint Venture in Turkey Set to Begin Production
HILL CITY: Judge Brahney Confirms Amended Chapter 11 Plan
INDYMAC ARM: Moody's Reviewing Ba2 Rating on Class B-3 Certs.
INTEGRATED HEALTH: Wants Objection Deadline Extended to Sept. 6

INTERPUBLIC GROUP: Reporting Delays Continue
IVACO INC.: Court Sets June 3 as D&O Claims Bar Date
JOHN KEMP: Case Summary & 9 Largest Unsecured Creditors
KMART CORP: Dawson Wants to Modify Injunction to Pursue Claim
KMART CORP: Rosalie Countryman Wants Stay Lifted to Pursue Claim

KITCHEN ETC: July 7 is Administrative Claims Objection Deadline
KITCHEN ETC: Joseph Myers Wants Until Aug. 29 to Object to Claims
LEE'S TRUCKING: Case Summary & 32 Largest Unsecured Creditors
LEHMAN BROTHERS: Fitch To Put Low-B Ratings on Two Note Classes
LIBERTY GROUP: Fortress Investment Sale Cues S&P to Watch Ratings

MARTHA FINELLI: Case Summary & 3 Largest Unsecured Creditors
MAYTAG CORP: Declares $0.09 per Share Quarterly Dividend
MERIDIAN AUTOMOTIVE: Wants to Hire Ordinary Course Professionals
MERIDIAN AUTOMOTIVE: Wants to Give $10 Million to Foreign Units
MERIDIAN AUTOMOTIVE: Seeks Priority Status for Intercompany Claims

MIRANT CORP: Court Approves IRS & Southern Co. Closing Agreement
MIRANT CORP: Court Approves Seattle Settlement Agreement
MIRANT CORP: EPA Says Plan Proposes Provisions "Forbidden by Law"
NDCHEALTH CORP: Moody's Holds Ratings as Lenders Waive Default
NORTH AMERICAN MEMBERSHIP: Moody's Junks Planned $20M Term Loan

PEGASUS SATELLITE: Felton Street Asserts Interest in Fixtures
REHOBOTH MCKINLEY: Fitch Lowers Rating on $3.7 Mil. Loan to BB+
REGIONAL DIAGNOSTICS: U.S. Trustee Picks 5-Member Creditors Comm.
REGISTER.COM INC: Delays Form 10-Q Due to Manual Processing
S-TRAN HOLDINGS: Case Summary & 30 Largest Unsecured Creditors

SAFETY-KLEEN: Injunction Modified for Moore to Pursue Lawsuit
SR TELECOM: Incurs $13.8 Million Net Loss in First Quarter
STELCO INC: Prepares Plan Outline for Presentation to Stakeholders
THOMAS WILSON: Case Summary & 20 Largest Unsecured Creditors
TOWER AUTOMOTIVE: Can't File Quarterly Report on Time

TOWER AUTOMOTIVE: Wants Until Sept. 30 to File Chapter 11 Plan
TOWER AUTOMOTIVE: Files Amendments to DIP Financing Agreement
TRUMP HOTELS: Wants to Modify Plan to Fix May 20 Record Date
TRUMP HOTELS: NJ Sports Authority Says Easement Was Terminated
VISTEON CORP.: Hires J.P. Morgan Chase as Financial Advisor

VISTEON CORP.: Michael Johnston Elected as New Board Chairman
WELLMAN INC.: Declining Imports Cue S&P to Hold Rating to B+
WESTPOINT STEVENS: Wants to Settle Nan Ya Litigation Claims
WODO LLC: Wants Exclusive Filing Period Extended Until Aug. 16
WMG HOLDINGS: IPO Prompts Moody's to Put Positive Outlook

XYBERNAUT CORP: Nasdaq Delists Securities Due to Low Stock Price
YUKOS OIL: Taps Alvarez & Marsal as Restructuring Advisor

* Moody's Credit Trends: Talking Points on Various Issues

* BOND PRICING: For the week of May 9 - May 13, 2005


                          *********

1301 CP AUSTIN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 1301 CP Austin, Ltd.
        dba Crossing Place Apartments
        fka Meyer Properties (Austin), Ltd.
        1601 Belvedere Road, Suite 407 South
        West Palm Beach, Florida 33406

Bankruptcy Case No.: 05-12719

Type of Business: The Debtor owns and operates several apartments
                  in Texas and in Michigan.
                  See http://www.thecrossingplace.com/

Chapter 11 Petition Date: May 12, 2005

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Stephen A. Roberts, Esq.
                  Strasburger & Price, LLP
                  600 Congress Avenue, Suite 1600
                  Austin, Texas 78701
                  Tel: (512) 499-3600
                  Fax: (512) 499-3660

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Time Warner Cable             Trade Debt                 $20,102
P.O. Box 660097
Dallas, TX 75266-0097

City of Austin                Utilities                  $16,453
P.O. Box 2267
Austin, TX 78783-2267

Emerald P I, Inc.             Trade Debt                 $14,289
3810 Medical Parkway,
Suite 235
Austin, TX 78756

Visual Marketing              Trade Debt                  $8,423
1502 Deer Lodge Trail
Cedar Park, IL 78613

Green Teams, Inc.             Trade Debt                  $6,191
The Greenery
731 Industrial Blvd.
Bryan, TX 77803

Emmis Austin Radio-KROX       Trade Debt                  $4,614
2497 Reliable Parkway
Chicago, IL 60686

Austin Apartment Guide        Trade Debt                  $4,540
HPC Publications
P.O. Box 402039
Atlanta, GA 30384

Home Depot Supply             Trade Debt                  $3,378
P.O. Box 509058
San Diego, CA 92150-9058

Premium Cuts Lawn Service,    Trade Debt                  $2,814
Inc.
P.O. Box 82108
Austin, TX 78708-2108

Viking Office                 Trade Debt                  $2,484
PO Box 30488
Los Angeles, CA 90030-0488

BG Personnel, Inc.            Trade Debt                  $2,227
P.O. Box 803312
Dallas, TX 75380-3312

Waste Management              Trade Debt                  $2,090
Longhorn Disposal
9708 Giles Lane
Austin, TX 78754

Comfort Express               Trade Debt                  $1,770
P.O. Box 5311
Round Rock, TX 78664

Network Savvy Solutions       Trade Debt                  $1,745
P.O. Box 7012
Austin, TX 78713-7012

Dahill Industries, Inc.       Lease                       $1,714
P.O. Box 314
San Antonio, TX 78292-0314

Texas Student Publications    Trade Debt                  $1,583
P.O. Box D
Austin, TX 78713-8904

Worldwide Pest Control, Inc.  Trade Debt                  $1,501
P.O. Box 5746
San Antonio, TX 78201

Wells Fargo Financial         Trade Debt                  $1,326
Leasing
P.O. Box 6434
Carol Stream, IL 60197-6434

SBC                           Trade Debt                  $1,289
P.O. Box 650661
Dallas, TX 75265

Universal Cleaning            Trade Debt                  $1,170
Specialist
1834 Ferguson Lane,
Suite 1000
Austin, TX 78754


AAIPHARMA INC: Wants to Hire Fried Frank as Bankruptcy Counsel
--------------------------------------------------------------
aaiPharma Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for authority to employ Fried,
Frank, Harris, Shriver & Jacobson LLP as their bankruptcy counsel,
nunc pro tunc to May 10, 2005.

The Debtors seek to retain Fried Frank because:

   (a) Fried Frank has extensive experience and knowledge in the
       field of debtors' and creditors' rights;

   (b) the Debtors believe that Fried Frank is well qualified to
       represent the Debtors as debtors-in-possession in their
       chapter 11 cases; and

   (c) Fried Frank's bankruptcy and restructuring attorneys have
       developed familiarity with the Debtors' assets, affairs and
       businesses.

Fried Frank will:

   (a) provide legal advice with respect to the Debtors' powers
       and duties as debtor-in-possession in the continued
       operation of their businesses and management of their
       properties, including with respect to general corporate,
       tax, litigation, real estate and ERISA matters;

   (b) take necessary action to protect and preserve the Debtors'
       estates, including the prosecution of actions on behalf of
       the Debtors and the defense of actions commenced against
       the Debtors;

   (c) prepare, present, and respond to, on behalf of the Debtors,
       as debtors-in-possession, necessary applications, motions,
       answers, orders, reports and other legal papers in
       connection with the administration of their estates in
       these cases;

   (d) assist the Debtors in facilitating the sale of
       substantially all of their pharmaceutical assets pursuant
       to Section 363 of the U.S. Bankruptcy Code and in obtaining
       the approval of these matters by the Court;

   (e) assist and advise the Debtors in obtaining postpetition
       debtor-in-possession financing to operate their businesses
       during the pendency of the cases and assist and advise the
       Debtors and their advisors with any subsequent exit
       financing agreements sought or obtained by the Debtors;

   (f) attend meetings and negotiate with representatives of
       creditors and other parties-in-interest;

   (g) review and object to claims, analyze, recommend, prepare,
       and bring any causes of action created under the Bankruptcy
       Code;

   (h) negotiate, prepare, and review on the Debtors' behalf, the
       Debtors' plan of reorganization, disclosure statement, and
       all related agreements and documents, and take any
       necessary action on behalf of the Debtors to obtain
       confirmation of such plan of reorganization;

   (i) assist and advise the Debtors, with issues regarding the
       Debtors' obligations under existing and amended business
       agreements and contracts and with any negotiation or
       renegotiation of such contracts in light of these cases;

   (j) assist the Debtors in matters relating to pending
       litigation and the continuation or discontinuation of such
       litigation in light of their chapter 11 cases;

   (k) assist the Debtors and their advisors with SEC filings and
       disclosures related to their chapter 11 cases;

   (l) assist the Debtors and their advisors with employment
       agreements, employee incentive agreements, confidentiality
       agreements, retention agreements, and incentive agreements
       related to their chapter 11 cases;

   (m) assist the Debtors and their advisors with governmental
       investigations and inquiries, including any investigations
       by the U.S. Attorney's Office or the Securities and
       Exchange Commission; and

   (n) perform any other necessary legal services for the Debtors,
       in connection with their chapter 11 cases.

In addition, Fried Frank will consult the Debtors' management and
other advisors in connection with:

   (a) any potential transaction involving the Debtors, and

   (b) the operating, financial and other business matters
       relating to the ongoing activities of the Debtors.

If an official creditors' committee is appointed, Fried Frank will
attend and participate in creditors' committee meetings.

Fried Frank's professionals' current hourly billing rates:

         Designation                    Hourly Rate
         -----------                    -----------
         Partners                       $620 - $995
         Counsel                        $500 - $850
         Special Counsel                $565 - $590
         Associates                     $295 - $515
         Legal Assistants               $150 - $225

Fried Frank customarily charges clients for all disbursements
incurred.

To the best of the Debtors' knowledge, Fried Frank and the
partners, principals and professionals who will work in the
engagement:

   (a) do not have connections with the Debtors, their creditors,
       or other party-in-interest, or their attorneys,

   (b) are "disinterested persons" as defined in Section 101(14)
       of the U.S. Bankruptcy Code, as modified by Section 1107(b)
       of the U.S. Bankruptcy Code, and

   (c) do not hold or represent any interest adverse to the
       Debtors' estates.

Headquartered in Wilmington, North Carolina, aaiPharma Inc. --
http://aaipharma.com/-- provides product development services to
the pharmaceutical industry and sells pharmaceutical products
which primarily target pain management.  AAI operates two
divisions:  AAI Development Services and Pharmaceuticals Division.
The Company and eight of its debtor-affiliates filed for chapter
11 protection on May 10, 2005 (Bankr. D. Del. Case No. 05-11341).
Karen McKinley, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A.; Jenn Hanson, Esq., and Gary L. Kaplan,
Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP; and the
firm of Robinson, Bradshaw & Hinson, P.A., represent the Debtors
in their restructuring efforts.  When the Debtors filed for
bankruptcy, they reported consolidated assets amounting to
$323,323,000 and consolidated debts totaling $446,693,000.


AAIPHARMA INC: Ernst & Young Resigns as Accountants
---------------------------------------------------
On May 11, 2005, Ernst & Young LLP resigned as aaiPharma Inc. and
its debtor-affiliates' independent registered public accountants.
The firm delivered a letter to the Audit Committee of the
Company's Board of Directors confirming that its auditor-client
relationship had ceased.

The Company had no disagreement with Ernst & Young on any matter
of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure in connection with the
audits of the financial statements of aaiPharma for the fiscal
years ended December 31, 2004, and 2003.

According to Ernst & Young's audit report on the financial
statements of the Company for the fiscal years ended December 31,
2004, and 2003, the Company's ability to continue as a going
concern is doubtful.

Ernst & Young identified two conditions that raise substantial
doubt about the Company's ability to continue as a going concern:

   -- The Company has incurred recurring operating losses and has
      a significant working capital deficiency; and

   -- The Company has not complied with certain covenants of loan
      agreements with banks and other lenders.

In Ernst & Young's report, dated April 26, 2005, regarding
management's assessment of the Company's internal control over
financial reporting, Ernst & Young concluded that the Company has
not maintained effective internal control over financial reporting
as of December 31, 2004, based on the criteria established in
Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission.  Ernst &
Young's report was included in the 2004 Form 10-K.  Six material
weaknesses in internal control over financial reporting were
listed in Ernst & Young's report:

   -- Insufficient controls with respect to recognition of revenue
      from developmental services contracts for the Company's
      development services business.  The accounts affected by
      this material weakness are development services revenue and
      work-in-process receivables;

   -- Insufficient controls with respect to accounting for
      inventory of certain supplies used in its development
      services business.  The accounts affected by this material
      weakness are inventory and direct costs;

   -- A combination of control deficiencies relating to the
      Company's period end financial statement close process.  All
      accounts are affected by this material weakness;

   -- A combination of control deficiencies relating to the
      Company's accounting for income taxes.  This material
      weakness affected the following tax accounts: income tax
      expense, the related income tax accruals and current and
      non-current deferred tax assets and liabilities;

   -- Insufficient controls related to the Company's
      pharmaceutical division's process of recording adjustments
      to revenue, including reserving for product returns.  This
      material weakness affects accounts receivable reserve
      accounts and product sales revenue; and

   -- Insufficient controls related to the Company's analysis for
      impairment of intangible assets.  This material weakness
      affects intangible assets and amortization expense.

In addition, in April 2004, in connection with their audit of the
Company's consolidated financial statements for the year ended
December 31, 2003, Ernst & Young identified and communicated to
the Company two material weaknesses relating to the Company's
accounting and public financial reporting of significant matters
and to its initial recording and management review and oversight
of certain accounting matters.

The material weaknesses were with respect to the calculation and
procedures for the analysis of revenue reserves for product sales
and lack of procedures for timely communications from the Legal
Department and operating divisions to the Finance Department
impairing the ability to properly evaluate the accounting
treatment for certain transactions the Company had entered into
and assess the impact of those transactions in a timely manner.
The Company included this disclosure in its Annual Report on Form
10-K for the year ended December 31, 2003.

Headquartered in Wilmington, North Carolina, aaiPharma Inc. --
http://aaipharma.com/-- provides product development services to
the pharmaceutical industry and sells pharmaceutical products
which primarily target pain management.  AAI operates two
divisions:  AAI Development Services and Pharmaceuticals Division.
The Company and eight of its debtor-affiliates filed for chapter
11 protection on May 10, 2005 (Bankr. D. Del. Case No. 05-11341).
Karen McKinley, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A.; Jenn Hanson, Esq., and Gary L. Kaplan,
Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP; and the
firm of Robinson, Bradshaw & Hinson, P.A., represent the Debtors
in their restructuring efforts.  When the Debtors filed for
bankruptcy, they reported consolidated assets amounting to
$323,323,000 and consolidated debts totaling $446,693,000.


ADVOCAT INC.: Earns $8.8 Million of Net Income for First Quarter
----------------------------------------------------------------
Advocat Inc. (NASDAQ OTC: AVCA) reported its results for the first
quarter ended March 31, 2005.

Advocat reported net income from continuing operations of
$8.8 million, for the first quarter of 2005 compared with a net
income from continuing operations of $4.6 million, in 2004.  The
2005 results included a net benefit of $7.3 million related to
professional liability expense compared with a similar benefit of
$3.0 million in 2004.  Net income for common stock for the first
quarter was $8.9 million, compared with $4.6 million, in the first
quarter of 2004.

                   First Quarter Results

Advocat's net revenues from continuing operations increased
6.9% to $51.8 million compared with $48.5 million in the first
quarter of 2004.  The increase in first quarter net revenues was
primarily due to patient revenues that increased 6.9% to $48.7
million compared with $45.6 million in the first quarter of 2004.
Higher patient revenues benefited from Medicare rate increases
that were effective October 1, 2004, and increased Medicaid rates
in certain states, partially offset by a 1.3% decline in census in
2005 compared with 2004. Resident revenues increased to $3.1
million in 2005 from $2.9 million in the first quarter of 2004.
Ancillary service revenues, prior to contractual allowances,
increased 5.5% to $9.9 million in 2005 from $9.4 million in the
first quarter of 2004.

Operating expenses increased to $40.8 million and represented
78.8% of patient and resident revenues for the first quarter of
2005 compared with $38.1 million, or 78.5% of such revenues, in
the first quarter of 2004.  The increase in operating expenses was
primarily due to higher wage and benefit costs.

The Company's results of continuing operations for the first
quarter of 2005 included a $7.3 million net benefit for
professional liability costs, compared with a similar benefit of
$3.0 million in 2004.  The benefit resulted from downward
adjustments in the Company's self-insured reserves associated with
professional liability claims.  During 2005, the Company reduced
its total recorded liabilities for self-insured professional
liability risks associated with professional liability claims to
$34.4 million, down from $42.9 million at December 31, 2004.  The
decrease in the total accrual resulted primarily from downward
adjustments in the estimated liabilities for periods prior to the
current period, which were partially offset by the provision for
liability related to claims incurred in the current period.  These
self-insurance reserves are assessed on a quarterly basis, with
changes in estimated losses being recorded in the consolidated
statements of operations in the period identified.  Professional
liability costs include cash and non-cash charges recorded based
on current actuarial reviews.  The actuarial reviews include
estimates of known claims and an estimate of claims that may have
occurred, but have not yet been reported to the Company.

As of March 31, 2005, the Company reported a liability of $34.4
million, including reported professional liability claims and
estimates for incurred but unreported claims, and has current debt
obligations of $45.0 million.  The Company does not have cash or
available resources to pay in full this current debt, the accrued
professional liability claims or any significant portion of either
and has limited resources available to meet its anticipated
operating, capital expenditure and debt service requirements
during 2005.

                   Reimbursement Updates

President Bush's proposed federal budget for the fiscal year
beginning October 1, 2005, includes several reductions that will
adversely affect Advocat's revenues if implemented.  The budget
eliminates the reimbursement of add-ons for high acuity patients
under the Resource Utilization Group that, if implemented, will
reduce revenue and operating cash flow by approximately $3.6
million per year.  In addition, the proposed reduction of
reimbursement for cross-over bad debt expense may reduce the
Company's revenue and operating cash flow by approximately
$150,000 per year when fully phased in.


                    About the Company

Advocat Inc. provides long-term care services to nursing home
patients and residents of assisted living facilities in nine
states, primarily in the Southeast.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
BDO Seidman LLP raised substantial doubt about Advocat Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the year ended Dec. 31, 2004.

The Company incurred operating losses in two of the three years in
the period ended December 31, 2004, and although the Company
reported a profit for the year ended December 31, 2004, that
profit primarily resulted from non-cash expense reductions caused
by downward adjustments in the Company's accrual for self-insured
risks associated with professional liability claims.


ALLIANCE ONE: Moody's Rates Planned $100M Senior Sub. Notes at B3
-----------------------------------------------------------------
Moody's Investors Service affirmed the B1 rating of the proposed
senior secured credit facilities of Alliance One International,
Inc., upgraded the rating of the proposed senior unsecured notes
to B2 from B3, and assigned a B3 rating to the company's proposed
$100 million senior subordinated notes.  The rating actions follow
the revision announced on May 10, 2005 of the company's
contemplated capitalization structure.

Ratings affirmed:

   -- Alliance One

      * B1 for senior implied

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

   -- Intabex Netherlands BV

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

      * B1 for a five-year $200 mullion secured Tranche B term
        loan

Rating upgraded:

   -- Alliance One

      * $315 million senior notes due in 2012 and 2013, to B2 from
        B3

Rating assigned:

   -- Alliance One

      * B3 for $100 million senior subordinated notes due in 2012

On May 10, 2005, Dimon and Standard Commercial announced a change
in the capitalization structure to be put in place at closing of
the merger between the two companies.  In November 2004, Dimon and
Standard Commercial announced their intent to combine under a 100%
stock merger, with Dimon being the surviving corporation, which
will be renamed Alliance One International Inc.

The previously anticipated structure was comprised of:

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

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

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

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

In the new anticipated structure, the $450 million unsecured
senior notes will be replaced by $315 million in senior notes and
$100 million in senior subordinated notes.  Initial revolving
credit funding will be increased by $25 million.

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

The affirmation of the B1 rating of the credit facilities reflect
the absence of change to the terms and conditions of the bank
facilities brought by the new structure.  Moody's notes that an
inter-creditor agreement among bank lenders will preserve parity
in recovery in case of a bankruptcy, even though the obligors
differ among facilities.

The upgrade of the unsecured senior notes to B2 from B3 reflects
the improvement in percentage of recovery prospects in case of a
bankruptcy due to the decrease in amount of these notes from
$450 million to $315 million.

The assignment of a B3 rating to the senior subordinated notes
reflects their subordination to the senior unsecured notes in
right of payment.

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

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


AMCAST INDUSTRIAL: Unsecured Creditors Get 2 Cents on the Dollar
----------------------------------------------------------------
Amcast Industrial Corporation and its debtor-affiliates delivered
their First Amended Joint Plan of Reorganization to the U.S.
Bankruptcy Court for the Southern District of Ohio, Western
Division at Dayton.

The Plan provides for the consolidation of the Debtors for voting
and distribution purposes.

Administrative claims, priority tax claims and other priority
claims with an aggregate approximate claim of $18 million will be
paid in full.

Secured Lenders owed $108,351,000 will receive:

      * pro rata shares of Term Note A in an aggregate principal
        amount of $42 million;

      * pro rata shares of Term Note B in an aggregate principal
        amount of $27 million; and

      * pro rata shares of 100% of the New Amcast Common Stock.

The Secured Lenders are expected to recover about 65% of their
claims.

Key Continuing Vendor claims amounting to $4.9 million will be
paid in an amount agreed between Amcast and the vendor.  Payments
scheduled to be made by the Debtors pursuant to the Trade
Agreement will continue after the Effective Date of the Plan.

General unsecured creditors owed $43.7 million will receive about
2% of their claims in lump sum cash payment from the Unsecured
Claims Reserve.

Equity interests will be cancelled.

The Reorganized Debtors will obtain secured financing of $89
million to refinance the DIP Facility, pay creditors and continue
their operations.

Reorganized Amcast is valued at approximately $67 million to $73
million.  Amcast will distribute 1,000 shares of New Common Stock
upon the Effective Date.

Headquartered in Dayton, Ohio, Amcast Industrial Corporation --
http://www.amcast.com/-- is a manufacturer and distributor of
technology-intensive metal products to end-users and supplier in
the automotive and plumbing industry.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 30, 2004
(Bankr. S.D. Ohio Case No. 04-40504).  Jennifer L. Maffett, Esq.,
at Thompson Hine LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $104,968,000 and
total debts of $165,221,000.


AMERICAN BUSINESS: Wants to Reject Certain Executory Contracts
--------------------------------------------------------------
In connection with their plan for an orderly wind-down and
business liquidation, American Business Financial Services, Inc.,
determined that they no longer require certain of their executory
contracts, including stock options and change of control
agreements for certain employees.  Thus, the Debtors seek Judge
Walrath's authority to reject the Agreements effective as of each
corresponding rejection date.

A complete list of the Agreements to be rejected is available for
free at:

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

Jason W. Staib, Esq., at Blank Rome, LLP, in Wilmington,
Delaware, clarifies that certain of the Agreements contained in
the list may not, in fact, be executory contracts pursuant to
Section 365 of the Bankruptcy Code, or may have previously
expired or terminated by their terms.  Nevertheless, the Debtors
included those Agreements in the list out of an abundance of
caution.

Mr. Staib adds that the inclusion of an agreement in the list
will not be deemed an admission that it is a contract or lease,
that it is still executory, or that any non-debtor party has any
related claim against any of the Debtors.  Moreover, Mr. Staib
notes that the Agreements may have also been modified or
supplemented from time to time by various amendments,
restatements, waivers, estoppel certificates, letters or other
document instruments or agreements that may not be indicated.
Irrespective of whether an ancillary agreement is listed
separately on the list, all the ancillary agreements will also be
deemed rejected as of the rejection date of the related
Agreement, unless noted otherwise.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203).
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $1,083,396,000 in
total assets and $1,071,537,000 in total debts.  (American
Business Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AMERICAN BUSINESS: Wants to Sell Personal Property In Philadelphia
------------------------------------------------------------------
American Business Financial Services Inc. and its debtor-
affiliates tell the U.S. Bankruptcy Court for the District of
Delaware that the wind-down process of their businesses will
include the sale of certain of their personal property and other
assets.  Mark J. Packel, Esq., at Blank Rome LLP, in Wilmington,
Delaware, relates that the Debtors want to liquidate certain
personal property consisting primarily of furniture, fixtures,
equipment and other assets located at their principal office in
Philadelphia.

Mr. Packel tells Judge Walrath that the Debtors no longer plan to
use the Philadelphia FF&E.  The Debtors believe that if they do
not sell the FF&E in a timely manner, they may be forced to pay
for the storage and upkeep of the property.  Moreover, the
Debtors are concerned that the FF&E may depreciate in value.

Accordingly, the Debtors seek the Court's authority to sell the
FF&E, with the aid of a professional liquidator, free and clear
of any liens, with those liens to attach to the proceeds of the
sale in the same amount and priority as existed on the FF&E.

The Debtors assert that the sale will maximize the value of the
FF&E.  The Debtors also assume that any creditor asserting a
lien, like their DIP Lender Greenwich Capital Financial Products,
Inc., will consent or be deemed to have consented to the FF&E
Sale.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203).
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $1,083,396,000 in
total assets and $1,071,537,000 in total debts.  (American
Business Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AMERICAN BUSINESS: Taps Great American To Liquidate Certain Assets
------------------------------------------------------------------
In accordance with their plan to liquidate their furniture,
fixtures, equipment and other assets in their Philadelphia
facility, American Business Financial Services, Inc., and its
debtor-affiliates selected a professional with experience in
liquidating personal property.

By this application, the Debtors seek the U.S. Bankruptcy Court
for the District of Delaware's authority to employ Pride Capital
Group, LLC, doing business as Great American Group, effective
May 6, 2005, as their liquidator.

With regard to Great American's employment and the sale of the
FF&E, the parties have entered into a consulting agreement that
provides:

    (1) Initiation of Pre-Sale Process

        Great American will initiate the Pre-Sale Process no later
        than 48 hours after the Court approves its employment.

    (2) Primary Sales Agent; Agent in Fact

        With respect to the sale, Great American will serve as the
        Debtors' primary sales agent.  Great American will
        determine, after consultation with the Debtors, the manner
        in which to conduct the sale so as to maximize the value
        of the assets.  All sales of assets will be made by Great
        American as agent in fact for the Debtors.

    (3) Sale Services

        Specifically, Great American will:

        (a) implement a wind-down and controlled sell-off strategy
            of the FF&E, followed, if necessary, by an orderly
            sale or auction approach for the liquidation of the
            remaining FF&E;

        (b) oversee the liquidation and disposal of the FF&E from
            the Debtors' principal office in Philadelphia; upon
            final disposal of the FF&E, Great American will leave
            the Facility in its original condition, normal wear
            and tear excepted, and clean the Facility so it is in
            "broom-swept" condition;

        (c) determine and implement appropriate point of purchase,
            point of sale and external advertising to effectively
            sell the FF&E during the term of the Agreement;

        (d) determine pricing and discounting of the FF&E;

        (e) provide full-time supervisors as requested by Debtors
            or as allowed for and reflected in the budget;

        (f) provide other related service deemed necessary or
            prudent by Debtors and Great American under the
            circumstances giving rise to the Sale;

        (g) provide the Debtors with reporting and reconciliation
            of all accounting information in form acceptable to
            Debtors; and

        (h) conduct its business in an ethical and professional
            manner, equivalent to or exceeding industry standards,
            and in and for the Debtors' best interests.

    (4) Payment for Assets and Buyer's Premium

        Great American is authorized to accept, as the Debtors'
        agent, cash or cashiers', certified or "guaranteed" checks
        as payment for the FF&E sold, and to charge the purchasers
        a 10% buyer's premium -- 13% for Internet sales -- over
        the sale price which the Debtors and Great American will
        split equally.

    (5) Fees and Expenses Relating to Each Sale

        (a) At the completion of the sale, and payment by any
            buyer, Great American will be deemed to have earned a
            fee equal to 10% -- except the fee is 5% for artwork
            -- of the aggregate sale price less the sale expenses
            realized from the sale of the assets located at the
            Facility.

        (b) Great American will retain from the gross sale
            proceeds realized at any sale, without the need for
            filing a fee application or further Court order:

            * the sale fees;

            * sale expenses approved by the Debtors or otherwise
              allowed in accordance with the Agreement; and

            * one-half of the earned buyer's premium relating to
              the sale of the assets.  The gross sale proceeds
              realized at each sale plus all sales taxes collected
              by Great American will be paid to the Debtors within
              14 days of any sale.

        (c) Pursuant to Rule 6004(f) of the Federal Rules of
            Bankruptcy Procedure, Great American will provide an
            auctioneer's report within 14 days after the
            conclusion of any auction, which will include an
            itemization of the property sold, the buyer of the
            property, the consideration received, sales tax
            collected, and Great American's fees and expenses
            incurred in connection with the sale.

        (d) Great American will provide an appraisal of any asset
            or excluded asset at the Debtors' request.

Mark P. Naughton, Great American's General Counsel and Vice
President, assures the Court that the firm is "disinterested" as
defined in Section 101(14) of the Bankruptcy Code.  Mr. Naughton
also attests that Great American neither holds nor represents an
interest materially adverse to the interests of the Debtors,
their estates, creditors or equity security holders.

The Debtors will pay Great American pursuant to the terms of the
Agreement without further court order.  The Debtors explain that
auctioneers are typically paid based on a percentage realized
from their sales.  Moreover, it would be burdensome for Great
American to keep detailed time records or file a formal fee
application with the Court.

In accordance with Great American's customary practices, the
Debtors will also reimburse the firm for out-of-pocket expenses.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203).
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $1,083,396,000 in
total assets and $1,071,537,000 in total debts.  (American
Business Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AMERIQUEST MORTGAGE: Fitch Affirms Five Low-B Equity Ratings
------------------------------------------------------------
Fitch Ratings has taken rating actions on Ameriquest Mortgage
Securities Inc. home equity issues:

   Series 2001-A

      -- Class A affirmed at 'AAA'.

   Series 2002-A

      -- Class A affirmed at 'AAA'.

   Series 2002-B

      -- Class A affirmed at 'AAA'.

   Series 2002-3

      -- Class AF affirmed at 'AAA';
      -- Class AV affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 affirmed at 'A';
      -- Class M-3 affirmed at 'BBB';
      -- Class M-4 affirmed at 'BBB-'.

   Series 2002-4

      -- Class AF-1 affirmed at 'AAA';
      -- Class AV-1 affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 affirmed at 'A+;
      -- Class M-3 affirmed at 'BBB';
      -- Class M-4 affirmed at 'BBB-'.

   Series 2002-5

      -- Class AF-4 affirmed at 'AAA';
      -- Class AV-1 affirmed at 'AAA';
      -- Class AV-3 affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 affirmed at 'A';
      -- Class M-3 affirmed at 'BBB'.

   Series 2004-R1

      -- Class A-1A affirmed at 'AAA';
      -- Class A-1B affirmed at 'AAA';
      -- Class A-2 affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA+';
      -- Class M-2 affirmed at 'AA';
      -- Class M-3 affirmed at 'AA-';
      -- Class M-4 affirmed at 'A+';
      -- Class M-5 affirmed at 'A';
      -- Class M-6 affirmed at 'A-';
      -- Class M-7 affirmed at 'BBB+';
      -- Class M-8 affirmed at 'BBB';
      -- Class M-9 affirmed at 'BBB-';
      -- Class M-10 affirmed at 'BB+'.

   Series 2004-W1

      -- Class AV-1 affirmed at 'AAA';
      -- Class AV-2 affirmed at 'AAA';
      -- Class AV-3 affirmed at 'AAA';
      -- Class AV-4 affirmed at 'AAA';
      -- Class AF affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 affirmed at 'A';
      -- Class M-3 affirmed at 'A-';
      -- Class M-4 affirmed at 'BBB+';
      -- Class M-5 affirmed at 'BBB';
      -- Class M-6 affirmed at 'BBB-';
      -- Class M-7 affirmed at 'BB+'.

   Series 2004-W2

      -- Class AV-1 affirmed at 'AAA';
      -- Class AV-2 affirmed at 'AAA';
      -- Class AF affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 affirmed at 'A';
      -- Class M-3 affirmed at 'A-';
      -- Class M-4 affirmed at 'BBB+';
      -- Class M-5 affirmed at 'BBB';
      -- Class M-6 affirmed at 'BBB-';
      -- Class M-7 affirmed at 'BB+'.

   Series 2004-W3

      -- Class A-1 affirmed at 'AAA';
      -- Class A-2 affirmed at 'AAA';
      -- Class A-3 affirmed at 'AAA';
      -- Class M-1 affirmed at 'A-';
      -- Class M-2 affirmed at 'BBB+';
      -- Class M-3 affirmed at 'BBB';
      -- Class M-4 affirmed at 'BBB-';
      -- Class M-5 affirmed at 'BB+'.

   Series 2004-W4

      -- Class A affirmed at 'AAA';
      -- Class M-1 affirmed at 'BBB+';
      -- Class M-2 affirmed at 'BBB';
      -- Class M-3 affirmed at 'BBB-';
      -- Class M-4 affirmed at 'BB+'.

With regard to 2001-A, 2002-A, and 2002-B, the affirmations on the
class A certificates reflect the Freddie Mac guarantee of timely
distribution on interest and ultimate distribution of principle on
the offered certificates and affect approximately $290,705,176 of
outstanding certificates.

All other affirmations reflect credit enhancement and deal
performance in line with expectations and affect $3,237,314,039 of
outstanding certificates detailed above.  The pools are seasoned
from a range of 13 to 40 months and pool factors (current
principal balance as a percentage of original) range from
approximately 15% to 67%.  The underlying collateral consists of
fully amortizing 15- to 30-year fixed- and adjustable-rate
mortgages secured by first liens on one- to four-family
residential properties.

The mortgage loans were originated or acquired by Ameriquest
Mortgage Company.  Ameriquest Mortgage Company is a specialty
finance company engaged in the business of originating,
purchasing, and selling retail and wholesale subprime mortgage
loans.  Further information regarding current delinquency, loss,
and credit enhancement statistics is available on the Fitch
Ratings Web site at http://www.fitchratings.com


AMES TRUE: Weak Performance Cues S&P to Pare Ratings to B-
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Ames True Temper Inc., a manufacturer of non-powered
lawn and gardening tools, to 'B-' from 'B'.

The outlook remains negative.  Camp Hill, Pennsylvania-based Ames
True Temper had about $330 million of debt outstanding as of March
26, 2005.

The downgrade reflects Ames True Temper's weak operating
performance and credit protection measures (adjusted for operating
leases) below expectations.  In addition, "We believe that high
raw material and energy related costs and a cool and wet key-
buying season would prevent the company from substantially
improving its financial profile," said Standard & Poor's credit
analyst Jean C. Stout.

For the quarter ended March 26, 2005, EBITDA margins (adjusted for
one-time items) fell to 11.2%, a 24% drop compared to the same
time frame in 2004, on a 3% rise in overall net sales.

The ratings on Ames True Temper reflect:

    (1) competitive industry dynamics,
    (2) its narrow product portfolio,
    (3) seasonal business characteristics,
    (4) limited geographic diversification,
    (5) product and customer concentration, and
    (6) its high debt leverage.


BEAR STEARNS: S&P Junks Series 1999-CFL1 Class F Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of Bear Stearns Commercial Mortgage Securities Inc.'s
corporate leased-backed certificates from series 1999-CFL1 and
removed them from CreditWatch negative, where they were placed
March 1, 2005.  Concurrently, ratings are affirmed on the six
remaining classes from the same transaction.

The lowered ratings reflect a review of the transaction following
Winn-Dixie Stores Inc.'s (Winn-Dixie) corporate rating default.
The analysis utilized a draft appraisal valuation of a 47,192-
square-foot retail property in Rainsville, Alabama for which Winn-
Dixie rejected its lease as part of its Feb. 21, 2005 bankruptcy
filing.

The affirmed ratings reflect continued amortization of the loans
and additional credit enhancement provided by a financial
guarantee insurance policy issued by MBIA Insurance Corp. ('AAA'),
which guarantees timely payment of principal and interest on all
of the class A certificates.

Midland Loan Services Inc., the master and special servicer,
received a draft appraisal for the Rainsville, Ala. property
indicating that class F will experience losses, which may be
significant.  Classes D and E will experience a reduction in
credit support when anticipated losses are realized.
Additionally, a Winn-Dixie store in Columbus, Mississippi secures
an additional loan ($4.1 million), which is on Midland's
watchlist.

Currently, the credit tenant lease (CTL) is in place and the store
is not listed for closure by Winn-Dixie.  Should the lease be
rejected, Standard & Poor's will review the transaction for
possible additional downgrades.

Midland reported two loans ($4.3 million, 1%) with the special
servicer.  Aside from the aforementioned loan formerly supported
by the rejected Winn-Dixie lease, the second loan in special
servicing ($594,700, less than 1%) is supported by a CTL with the
U.S. Postal Service.  Midland is in the process of collecting late
real estate taxes for the collateral property and expects to
return the loan to the master servicer shortly.  No losses are
expected on the loan.

Midland reported 15 loans ($37.6 million, 11%) on its watchlist.
Twelve loans ($24.4 million, 7%) are secured by properties
tenanted by Rite Aid Corp.  The loans appear on the watchlist as a
result of Rite Aid Corp.'s credit rating, which has declined to
'B+' from 'BBB' at issuance.  One loan ($6.3 million, 2%) is on
the watchlist because CVS vacated the collateral property several
years ago and subleased the property to Ohel Children's Home and
Family Services (not rated).  CVS Corp. remains obligated to make
lease payments under the remaining term of its lease.  The
remaining loans on the watchlist ($6.9 million, 2%) consist of the
aforementioned occupied Winn-Dixie store and a dark Econo Foods
store ($2.8 million, 1%).

Nash Finch Co. (B+/Positive) remains obligated to make lease
payments under the remaining term of its lease.

As of the March 21, 2005 distribution date, the collateral pool
consisted of 166 loans supported by CTLs with an aggregate
principal balance of $334.1 million, down 13% from $383.4 million
and 171 loans at issuance.  Fully amortizing loans account for 63%
of the pool, while the remaining loans (37%) are amortizing with a
balloon payment.  Balloon risk is mitigated by residual value
insurance (RVI) provided by three insurance companies.  While two
of the three insurers have current ratings ranging from 'A' to
'AAA', 16 loans with a total current balance of $83 million (25%)
have RVI provided by Financial Structures Ltd., a subsidiary of
Royal Indemnity Co.  The financial strength rating on Royal is
BB+/Negative, down from 'AA-' at issuance.  All of the loans are
current and no realized losses have occurred.

Bondable CTLs support nine loans ($58.7 million, 18%), while 157
loans ($275.4 million, 82%) have triple- and double-net CTLs
supplemented by lease enhancement policies provided by Lexington
Insurance Co. ('AAA') or Chubb Custom Insurance Co. ('AA').

The top five tenants comprise 48% of the pool and include:

    (1) The U.S. Postal Service (12%),
    (2) Ahold Koninklijke N.V. (11%, BB/Positive),
    (3) CVS Corp. (10%, A-/Stable),
    (4) Rite Aid Corp. (8%, B+/Stable), and
    (5) Walgreen Co. (7%, A+/Stable).

Additionally, Eckerd Corp. formerly occupied properties that serve
as collateral for 10 loans ($21.9 million, 7%).  The properties
were sold to John Coutu Group Inc. (BB-/Negative).

The transaction has an expense reserve account funded from fees
payable by the borrowers for the non-U.S. Postal Service loans.
The account is funded over the life of the transaction and has a
ceiling of $1.5 million.  The account is available to offset
losses or shortfalls and was considered in Standard & Poor's
analysis.

The collateral for the loans in the pool consist of 167 properties
located in 40 states, with New Jersey (12%) the only state
exceeding a 10% concentration.  The pool consists of retail (74%),
office (24%), and lodging (2%) properties, with a significant
concentration in drug store retail ($105.4 million, 32%).

Because the transaction is a CTL pool, its ratings are correlated
with the ratings assigned to the underlying tenants/guarantors.
The ratings on the certificates may fluctuate over time as the
ratings of the underlying tenants/guarantors change.

Standard & Poor's revalued or stressed various loans in its
analysis and reviewed the resultant credit enhancement levels in
conjunction with the levels determined by Standard & Poor's credit
lease default model.

             Ratings Lowered And Off Watch Negative

         Bear Stearns Commercial Mortgage Securities Inc.
          Corporate leased-backed certs series 1999-CFL1

                    Rating
                    ------
          Class   To      From           Credit Enhancement
          -----   --      ----           ------------------
          D       BB+     BBB/Watch Neg               2.01%
          E       B+      BB/Watch Neg                0.86%
          F       CCC     B-/Watch Neg                0.00%

                        Ratings Affirmed

         Bear Stearns Commercial Mortgage Securities Inc.
          Corporate leased-backed certs series 1999-CFL1

               Class    Rating   Credit Enhancement
               -----    ------   ------------------
               A-2      AAA                 18.93%*
               A-3      AAA                 18.93%*
               A-4      AAA                 18.93%*
               B        AAA                 14.06%
               C        A+                   9.47%
               X        AAA                   N.A.

   * Does not reflect financial guarantee insurance policy issued
     by MBIA Insurance Corp. on classes A-2 through A-4.

   N.A. -- Not applicable.


BERWALD PARTNERSHIP: Court Approves Plan of Reorganization
----------------------------------------------------------
The Honorable Irvin N. Hoyt of the U.S. Bankruptcy Court for the
District of South Dakota confirmed the Amended Plan of
Reorganization filed by Berwald Partnership on Feb. 9, 2005.

Judge Hoyt determined that the Plan satisfies the 13 standards for
confirmation stated in 11 U.S.C. Sec. 1129(a).

The Amended Plan states that all 16 classes of claims and
interests are impaired.

Class 1 to Class 14 Claims consist of secured claims asserted by
Agstar, US Bank, Dacotah Bank, CHS Fin-Ag, Arlen and Eunice
Berwald, VanBeek Scientific, LLC, AMPI, Aurora County Treasurer,
Herc-U-Lift, Farm Credit Services, GMAC, New Equipment, Inc., New
Holland Credit and Case Credit.  Those claims will be paid in full
in monthly payment installments specified under the Plan.  Those
payments will begin 90 days after the Effective Date of the Plan.

Class 15 Claims consist of Administrative Convenience Unsecured
Claims totaling $180,000.  Those claims will be paid in full over
a term of three years without interest, and 1/3 of those claims
will be paid within one year after the Effective Date.

Class 16 Claims consist of Unsecured Creditors Claims totaling
approximately $1,100,000.  Those claims will be paid with interest
at a rate of 5% per annum, starting from the date of the Plan's
confirmation, over an amortized term of 20 years, with a balloon
payment due seven years after the Effective Date.

Full-text copies of the Amended Disclosure Statement and Amended
Plan are available for a fee at:

   http://www.researcharchives.com/bin/download?id=050222211352

Headquartered in Toronto, South Dakota, Berwald Partnership, dba
Berwald Brothers, filed for chapter 11 protection on Aug. 23, 2004
(Bankr. D.S.D. Case No. 04-10273).  Clair R. Gerry, Esq., at
Stuart, Gerry & Schlimgen, LLP, 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.


BLEU SKIES: Case Summary & 29 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Bleu Skies Yacht Sales, LLC
             aka Bleu Skies Marine
             225 Antibes West
             Mandeville, Louisiana 70448

Bankruptcy Case No.: 05-13963

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      William and Deborah A. Blythe              05-13967

Type of Business: The Debtor sells and charters yachts.
                  See http://www.bleuskies.com/

Chapter 11 Petition Date: May 12, 2005

Court: Eastern District of Louisiana (New Orleans)

Debtor's Counsel: Phillip K. Wallace, Esq.
                  2027 Jefferson Street
                  Mandeville, Louisiana 70448
                  Tel: (985) 624-2824
                  Fax: (985) 624-2823

                        Estimated Assets       Estimated Debts
                        ----------------       ---------------
Bleu Skies Yacht        Less than $50,0000     $500,000 to
Sales, LLC                                     $1 Million

William and Deborah     $100,000 to            $1 Million to
A. Blythe               $500,000               $10 Million


A. Bleu Skies Yacht Sales, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
GE Finance                    Value of security:        $514,391
P.O. Box 74666                $439,391
Chicago, IL 60675

Bombardier Capital, Inc.      Value of security:        $332,020
P.O. Box 991                  $297,020
Colchester, VT 05446

Hibernia National Bank        Line of credit             $24,563
P.O. Box 61540
New Orleans, LA 70160

Donovan Marine                Open account               $13,332

The Squadron Cardmember       Credit card                $12,146
Services                      purchases

Mariners Village Marina       Slip rent                   $9,768

FR Place Holding Co., LLC     Unpaid rent-                $9,450
                              Building for boats

Bank One (Chase)              Credit card                 $9,304
                              purchases

Home Depot                    Credit card                 $7,960
                              purchases

Citi Business Card            Credit card                 $7,272
                              purchases

Land and Sea                  Open account                $3,804

Regal Marine Industries       Open account                $3,666

Platinum Plus for Business    Credit card                 $2,742
                              purchases

Spader Business Management                                $2,702

Platinum Plus for Business    Credit card                 $2,644
                              purchases

NAPA                          Open account                $2,331

Office Depot                  Credit card                 $2,355
                              purchases

Parker Business Planning                                  $2,250

Gulfmariner Inc of LA         Open account                $2,173

Platinum Plus for Business    Credit card                 $2,164
                              purchases



B. William and Deborah A. Blythe's 9 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
GE Finance                    Personal guarantee        $514,391
P.O. Box 74666
Chicago, IL 60675

Bombardier Capital, Inc.      Personal guarantee        $332,020
P.O. Box 991
Colchester, VT 05446

Hibernia National Bank        40' Marine Trader          $77,978
P.O. Box 61540                Value of security:
New Orleans, LA 70160         $75,000

Iberia Bank Home Equity       30 Chamale Cove            $22,851
                              Slidell, LA
                              Value of security:
                              $127,000

Countrywide                   750 Ridgewood              $20,550
                              Mandeville, LA
                              Value of security:
                              $125,000

Hibernia National Bank        Line of credit             $14,098

Hibernia National Bank        1998 Chevrolet Tahoe        $7,016
                              Value of security:
                              $5,825

Hibernia National Bank        Line of credit              $5,505

Service Merchandise           Credit card purchases       $1,092


BLOCKBUSTER: Fitch Downgrades One Notch Two Senior Debts
--------------------------------------------------------
Fitch Ratings has downgraded Blockbuster, Inc. -- BBI:

       -- Senior secured debt to 'BB-' from 'BB';
       -- Senior subordinated debt to 'B' from 'B+'.

The Rating Outlook remains Negative.  Approximately $1.1 billion
in debt is affected by Fitch's action.

The downgrade and Negative Outlook reflects Fitch's concern
regarding the operational and financial policies of Blockbuster,
the weakened operating performance and liquidity position.  Fitch
believes that the uncertainties related to Blockbuster's strategic
direction and fiscal policies brought on by the expected
appointment of Carl Icahn and his two nominees to the Board of
Directors negatively affects bondholders.

Carl Icahn, BBI's largest shareholder, with an 8.6% voting
interest, has publicly stated that he plans to return capital to
shareholders.  Specifically, his plans entail increasing dividend
payments, including a one-time special dividend.  Fitch believes
that bondholders will likely be negatively affected by his board
membership as the potential changes in financial policies will
likely increase leverage and further weaken Blockbuster's credit
profile.

Previous announcements made by Blockbuster, which include the
potential for significant senior management changes, create
further uncertainty to the long term strategic direction of the
company.  These concerns are heightened by Blockbuster's weakened
operating performance that has resulted in reduction of liquidity
and weakened credit metrics.  Free cash flow as measured by cash
flow from operations less capital expenditures and rental library
purchases has decreased to $12.4 million during the latest twelve
months ended March 31, 2005, from $128 million in fiscal year
2004, while the adjusted leverage ratio has increased to 6.5 times
from 5.4x, the EBITDAR margin has declined to 15.3% from 18.8% and
EBITDA margin has declined to 5.2% from 8.6% over the same period
largely due to the elimination of late fees and increased expenses
related to new initiatives.

As previously stated by Fitch, ongoing credit concerns include
competing technologies, particularly video-on-demand, pay-per-
view, and Internet-based delivery services, which will
increasingly result in easier access to home video rentals for the
end-user.  The increase in competition for DVD sales from large
retailers is also a credit concern.

Due to this increasing competition, Blockbuster has undertaken
various new initiatives that include in-store and Internet-based
subscription services for DVDs, video game subscriptions and the
elimination of late fees.  These actions are expected to result in
cash flow weakness in the near term as late fees were anticipated
to contribute $250-$350 million of operating income in 2005.  This
loss in operating income makes Blockbuster more dependent on
retail sales growth, which continues to face strong competitive
pressures.  Fitch will continue to monitor the effect these new
initiatives have on Blockbuster's margins and the long-term growth
potential in other areas such as retail and video games as well as
the impact of the purchase of Hollywood Entertainment by Movie
Gallery Inc. on Blockbuster's competitive position within the
industry.

The ratings continue to be supported by Blockbuster's leading
market position in the highly competitive/fragmented and mature
home entertainment industry and its strong global brand-name
recognition.  Blockbuster's leading market share in the U.S. movie
rental industry provides it with economies of scale not afforded
to its smaller competitors.

Blockbuster's liquidity position has weakened and is supported by
approximately $246 million in availability under its credit
facility and cash balances of $145 million.  Blockbuster has
recently obtained temporary waivers for certain financial
covenants contained in its bank agreements including: a temporary
decrease of the fixed charge coverage ratio requirement for the
second, third and fourth quarters of 2005 and a temporary increase
of the leverage ratio requirement for the second and third
quarters of 2005.

Further, the amended bank credit facilities allow for a change in
the definition of EBITDA to now exclude certain non-recurring
items which include the costs associated with the Hollywood
acquisition.  Blockbuster has traditionally generated annual free
cash flow (cash flow from operations less capital expenditures and
rental library purchases) in excess of $100 million.  However, due
to its new strategic initiatives, Fitch does not expect free cash
flow to meaningfully contribute to Blockbuster's liquidity in
2005.  Blockbuster's current debt maturities are manageable, as
the company has approximately $5.1 million due in 2005 and $20.5
million due in both 2006 and 2007.


BRIDGEPOINT TECHNICAL: Court Approves Disclosure Statement
----------------------------------------------------------
The Honorable Frank R. Monroe of the U.S. Bankruptcy Court for the
Western District of Texas approved on May 11, 2005, the Amended
Disclosure Statement explaining the Amended Plan of Reorganization
filed by Bridgepoint Technical Manufacturing Corp.  Judge Monroe
found the Disclosure Statement to contain adequate information for
creditors to make an informed decision whether to accept or reject
the Debtor's Plan.

The Debtor is now authorized to solicit acceptances of its Plan
from creditors.

Objections to the Plan, if any, must be filed by June 6, 2005, at
5:00 p.m.  The Court will convene on June 13, 2005, at 1:30 p.m.
to consider the merits of the Plan.

                         About the Plan

The Plan provides for the full payment of administrative claims,
priority non-tax claims and priority tax claims on the Effective
Date.

Silicon Valley Bank's $1,128,506 will be paid in full pursuant to
the terms of its existing loan agreement with the Debtor.

Eos' claim amounting to $9,231,000 will be paid through a 6%
unsecured promissory note amounting to $600,000.

Claims of The CIT Group/Equipment Financing, Inc., Credence
Capital Corporation, VenCore Solutions, LSC, Winthrop Resources
Corp., Greater Bay Capital and Maxus Leasing Group, Inc., will
receive payments in amounts agreed upon and approved by the
Bankruptcy Court.

The Debtor intends to recharacterize its equipment lease with
General Electric Capital Corporation as a financing transaction.
Pursuant to the Plan, the Debtor will retain two water prober
equipment and will pay GECC $3,000 per month plus a 7% interest
per annum after the Effective Date.

General unsecured creditors owed $3 million in the aggregate will
recover about 5% of their claims.  Payments will be made quarterly
over a three-year period 90 days after the Effective Date of the
Plan.

Equity interests will be cancelled.

Headquartered in Austin, Texas, BridgePoint Technical
Manufacturing Corp. -- http://www.bridgept.com/-- provides
engineering, testing, packaging, and circuit board assembly
services to semiconductor and computer companies.  The Company
filed for chapter 11 protection on September 3, 2004 (Bankr. W.D.
Tex. Case No. 04-14555).  Mark Curtis Taylor, Esq., at Hohmann &
Taube, LLP, represents the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed estimated assets of $1 million to $10 million and estimated
debts of $10 million to $50 million.


C&H QUICK: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: C & H Quick Mart/PFC Imports, Inc.
        3415 Old Highway 3 and 3425 Old Highway
        Granite City, Illinois 62040

Bankruptcy Case No.: 05-32102

Type of Business: The Debtor operates a convenience store.

Chapter 11 Petition Date: May 12, 2005

Court: Southern District of Illinois (East St. Louis)

Debtor's Counsel: Robert T Bruegge, Esq.
                  Bruegge and Mollet
                  400 Saint Louis Street, Suite 2
                  Edwardsville, Illinois 62025
                  Tel: (618) 659-0495
                  Fax: (618) 659-0527

Total Assets: $1,658,080

Total Debts:  $630,315

Debtor's 6 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Illinois Department of        Audit                      $58,018
Revenue
Bankruptcy Section
P.O. Box 64338
Chicago, IL 606640338

Madison County                Business property          $10,000
157 North Main Street         taxes
Edwardsville, IL 62025

OCWEN Federal Bank                                        $8,568
P.O. Box 530289
Atlanta, GA 303530289

AllData                       Auto tech computer          $1,034
Newton and Associates         program
P.O. Box 8510
Metairie, LA 700118510

Nolan Accounting                                            $400
1911 Johnson Road, Suite 2
Granite City, IL 62040

Internal Revenue Service                                    $294
3101 Constitution Drive
Stop 5000 SPD
Springfield, IL 62704


CALL-NET ENTERPRISES: Moody's May Upgrade Ratings After Review
--------------------------------------------------------------
Moody's Investors Service placed the B3 Senior Implied, B3 Senior
Secured and Caa1 Issuer ratings of Call-Net Enterprises Inc. under
review for possible upgrade.

The review is prompted by the announcement that Rogers
Communications Inc. (Senior Implied Ba3) has entered into an
agreement to acquire 100% of Call-Net in an all stock
transaction, representing an equity value of C$330 million.
As at March 31, 2005, Call-Net had outstanding net debt of
C$190 million, excluding C$55 million of accounts receivable
securitization amounts and a C$32 million "right-of-way"
liability.  The acquisition is subject to regulatory approvals and
acceptance by at least two-thirds of Call-Net shareholders.  The
transaction is expected to close in the third quarter of 2005.
The review will consider the potential for the transaction to be
completed as well as the potential for the debt of Call-Net to be
fully repaid pursuant to the noteholder put provision or otherwise
assumed by Rogers.

Ratings affected by this action:

   -- Call-Net Enterprises Inc.

      * Senior Implied rating, rated B3

      * Senior Secured Notes, rated B3

      * US$223 million 10.625% due Dec 31, 2008, (callable
        January 1, 2006)

      * Issuer rating, Caa1

Rogers Communications Inc. is a communications holding company
that owns all of Rogers Cable Inc., Canada's largest cable
company, Rogers Wireless Inc., Canada's largest wireless operator,
and Rogers Media Inc., which owns radio, TV and publishing assets.
All companies are headquartered in Toronto, Ontario, Canada.

Call-Net Enterprises is a local, data and long distance
alternative telecommunications company based in Toronto, Ontario.


CALIFORNIA PACIFIC: Final Payout of Unsecureds Just Weeks Away
--------------------------------------------------------------
Jon Tesar, the Plan Administrator appointed under California
Pacific Rice Milling, Ltd.'s Amended Plan of Liquidation confirmed
on March 5, 2002, says he is "in the process of calculating the
distribution to be made to nonpriority unsecured creditors under
the Plan."  Mr. Tesar made this disclosure in the post-
confirmation status report he filed with the Bankruptcy Court on
May 6, 2005.

Mr. Tesar says that he plans to file a motion asking the Court to
approve the distribution in a few weeks, and that he'll bring a
request for entry of a final decree formally closing the Debtor's
chapter 11 case.

As previously reported in the Troubled Company Reporter, the
Debtor sold its assets and rice milling business to a group of
investors headed by Tom Atkinson for $11.5 million.  California
Pacific's largest creditor, Union Bank of California, had no
objection to that transaction, and the Honorable Michael S.
McManus approved the sale.

California Pacific Rice Milling, Ltd., filed for chapter 11
protection on May 3, 2001 (Bankr. E.D. Calif. Case No. 01-25416).
Robert S. Bardwil, Esq., in Sacramento, Calif., represents the
Plan Administrator.


CALPINE CORP: Weak Performance Spurs Moody's to Slice Ratings
-------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Calpine
Corporation (Calpine: Senior Implied to B3 from B2) and its
subsidiaries, including Calpine Generating Company (CalGen: first
priority credit facilities to B2 from B1).

Separately, Moody's affirmed the ratings of Riverside Energy
Center, LLC (Riverside) and Rocky Mountain Energy Center, LLC
(Rocky Mountain) at Ba3.  The rating outlook for Calpine and its
subsidiaries is negative.

The rating action reflects:

   (1) the company's very weak operating cash flow relative to its
       substantial debt leverage;

   (2) Moody's view that improvements in the merchant energy
       market will be slow and gradual over the next several
       years, prolonging the weakness in spark spreads and
       utilization rates for natural gas fired generation in most
       regions of the U.S.;

   (3) the need to raise external funds to fund capital outlays,
       meet debt maturities, or enhance liquidity over the next
       several years;

   (4) execution risk associated with completing various
       transactions that could be liquidity enhancing or reduce
       debt.

Calpine's financial performance during 2004 was weak, with funds
from operations of $147 million being equivalent to less than 1%
of the company's $18 billion in consolidated adjusted debt.  First
quarter 2005 results were also poor, as the company reported a net
loss of $168 million and had negative cash from operations of
$115 million.  The company has stated that financial results for
2005 will result in a loss and that it may need to rely upon asset
sales proceeds and cash on hand to satisfy its operating
requirements.

Calpine's financial performance for year-end 2004 and first
quarter 2005 reflects unfavorable conditions in the wholesale
power market for natural gas-fired generators.  While Calpine
reported an improvement in spark spreads in most regions through
March 31, 2005, its base load capacity factor declined to 44% for
the quarter ending March 31, 2005, compared to 50% during the same
period in 2004.  Calpine's ability to improve its operating and
financial results depends significantly upon a substantial
improvement in spark spreads and capacity factors for natural gas
fired generation, which Moody's expects to occur only gradually
over the medium term as regional supply and demand for power move
into better balance.  Moody's notes that a meaningful portion of
the company's existing generation fleet is located in the low
reserve margin state of California, and that two new California-
based plants, Pastoria and Metcalfe, will be coming on line this
summer.

Calpine has announced a number of specific transactions for 2005
that are intended to enhance liquidity and reduce debt.
Successful execution of these transactions would improve
short-term liquidity and could reduce overall indebtedness.
Hovever, this financing strategy would also continue the trend of
the past several years in which secured financings, monetization
transactions, and project financing have effectively subordinated
the claims of the company's senior unsecured debt against a
substantial portion of the asset base.

Ratings downgraded for which the rating outlook has been changed
to negative:

   * Calpine's Senior Implied Rating to B3 from B2;

   * Calpine's Senior Unsecured Notes, Issuer Rating, and Senior
     Unsecured Convertible Notes to Caa3 from Caa1;

   * Calpine Canada Energy Finance Senior Unsecured Notes
     (guaranteed by Calpine) to Caa3 from Caa1;

   * Calpine Generating Company, LLC (CalGen) first priority
     senior secured revolving credit and term loan facilities to
     B2 from B1;

   * CalGen second priority term loans and floating rate notes to
     B3 from B2;

   * CalGen third priority notes to Caa1 from B3;

   * South Point Energy Center, LLC, Broad River Energy LLC and
     RockGen Energy LLC Pass Through Certificates to B3 from B2;

   * Tiverton Power Associates Ltd. Partnership and Rumford Power
     Associates Ltd Partnership Pass Through Certificates to Caa2
     from B3;

   * Calpine Capital Trust Preferred Securities to Ca from Caa3;

   * Shelf registration for the issuance of various senior
     unsecured debt, trust preferred, and preferred securities to
     (P)Caa3, (P)Ca, and (P)C from (P)Caa1, (P)Caa3, and (P)Ca,
     respectively.

The two notch downgrade for Calpine's senior unsecured debt to
Caa3 reflects the increasing effective subordination of this class
of debt within the company's capital structure.

The downgrade of CalGen reflects the significant interdependence
between CalGen and Calpine given the subsidiary's importance to
the parent's financial performance and the numerous contractual
arrangements and guarantees that exist between CalGen, Calpine
Energy Services, and Calpine.  CalGen's financial performance for
2004 was in line with expectations, as funds from operations of
$202 million represented about 8.5% of total CalGen indebtedness.

The downgrade of Tiverton to Caa2 from B3 reflects the potential
for reliance on cash flows from Calpine as guarantor, as the plant
operates in the NEPOOL energy market on a merchant basis, which
could affect the value of the collateral package that underpins
the transaction.

The rating affirmation of the Rocky Mountain and Riverside term
loans at Ba3 reflects the contracted nature of this project
financing, with cash flows provided by long-term power purchase
agreements with investment grade off-takers.  The negative outlook
for Riverside and Rocky Mountain reflects the substantial
involvement by Calpine, which indirectly wholly owns Riverside and
Rocky Mountain and operates both plants through a wholly owned
subsidiary, Calpine Operating Services Company, Inc.  The wide
notching between the rating of Calpine and that of Riverside and
Rocky Mountain reflects the degree of separateness of these
project entities, including the project finance structure and the
existence of an independent director.  While these characteristics
help to substantially insulate Riverside and Rocky Mountain from
credit deterioration at its parent, the negative outlook
incorporates the possibility that the rating would be likely to
decline along with any further change in Calpine's rating.

The negative rating outlook for Calpine and its subsidiaries
reflect the challenging marketplace for natural gas fired merchant
generation, based upon our expectation that natural gas prices
will continue to be relatively high over the next several years
and that there will be a slow pace for improvement of the supply
and demand balance for electricity generation in most parts of the
country.

Headquartered in San Jose, California, Calpine is an independent
power producer that leases and operates a significant fleet of
geothermal plants at The Geysers in California, and has a net
operating portfolio of 92 natural gas fired plants capable of
producing 26,649 megawatts of generation in the US, Canada, and
the United Kingdom.


CATHOLIC CHURCH: Court Won't Extend Portland Claims Bar Date
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon denied the
Parishioners Committee's motion to further extend the deadline by
which parishes and parishioners may file claims against the
Archdiocese of Portland in Oregon, until the time the Court
resolves issues in an adversary proceeding related to parties and
representation.

As previously reported, a request by the Tort Claimants Committee
for a proposed Amended Complaint would add a class of defendants
comprised of all parishioners in Western Oregon, not simply those
represented by the Committee of Catholic Parishes, Parishioners
and Interested Parties in the Archdiocese of Portland in Oregon.
Further refinements are anticipated that, if accepted by the
Court, would result in the establishment of classes with the
Parishioners Committee acting as the representative of one or more
proposed classes.

Douglas R. Pahl, Esq., at Perkins Coie LLP, in Portland, Oregon,
maintains that if the proposed Amended Complaint is allowed, this
would significantly expand the parties represented by the
Parishioners Committee.  In particular, tens of thousands of
parishioners in parish communities not currently participating in
the Parishioners Committee would be represented.

The Parishioners Committee believes that parishes and parishioners
should file contingent claims in the Chapter 11 case.  Questions
regarding the appearance by and representation of parties in the
Adversary Proceeding, and whether certain parties exist at all for
purposes of the bankruptcy case, remain unsolved.  The institution
of one or more statutorily appropriate classes would possibly
affect the filing of proofs of claim on behalf of parish
communities.

While Portland has the authority to file proofs of claim on behalf
of creditors and may do so, the Parishioners Committee finds it
unlikely that Portland will file proofs of claim on behalf of
parishioners.  Furthermore, due to confusion regarding issues
raised in the Adversary Proceeding, it is not clear how parish
claims should be filed or by whom.

These continuing questions regarding parties with potential
interests have frustrated efforts to prepare appropriate proofs of
claim and threaten to impair the ability of parties-in-interest to
effectively assert their rights.

The Parishioners Committee anticipates that the Court's
determinations regarding a number of issues in the Adversary
Proceeding will clarify the proper method for filing proofs of
claim on behalf of parishes and parishioners, as well as the
parties for whom claims should be asserted.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CENTRAL GARDEN: Moody's Ups Rating on $150M Sr. Sub. Notes to B1
----------------------------------------------------------------
Moody's Investors Service has changed its rating outlook on
Central Garden & Pet Company to positive from stable, upgraded the
rating on Central's $150 million senior subordinated notes to B1
from B2, and affirmed Central's other existing ratings.  The
rating action reflects diminished event risk in light of a
reduction in large acquisition targets, as well as the expectation
for continued sales and margin expansion as Central benefits from
its focus on branded consumer goods.

These ratings were affected:

   * Senior implied rating, affirmed at Ba3;

   * $125 million senior secured revolving credit facility due
     2008, affirmed at Ba2;

   * $175 million senior secured term loan "B" due 2009, affirmed
     at Ba2;

   * $150 million senior subordinated notes due 2013, upgraded to
     B1 from B2;

   * Senior unsecured issuer rating, upgraded to Ba3 from B1.

The outlook revision and upgrade of Central's subordinated notes
reflects the materially lower event risk the company faces as a
result of the reduction in large acquisition targets that could
have significantly altered its balance sheet and integration
requirements.  With Rayovac's recent purchases of United
Industries, United Pet Group and Tetra, and Sumitomo's acquisition
of Hartz in 2004, a large garden products company and the three
largest U.S. pet supply companies (behind Central) have been taken
off the market.  Further, Moody's does not believe that the
acquisitions will greatly alter competitive dynamics in these
industry segments, given Central's still leading U.S. market
positions, its strong and diverse brand portfolio, and favorable
long-term industry growth potential.  Although Central is expected
to remain acquisitive, its targets are likely to be relatively
small (less than $75 million) and, in the aggregate, financed with
internal cash or existing debt commitments.  Management is
expected to continue its discipline with respect to purchase
multiples, in a range of 5-7x trailing EBIT, and more aggressively
target operating efficiency opportunities.

Further supporting the rating actions are the benefits of
Central's continued successful transition into a relevant branded
lawn, garden and pet products manufacturer and away from a
distributor of third party products.  Improved diversification and
margin enhancement from this strategy, which enabled strong sales,
earnings, and free cash flow levels during a challenging fiscal
2004, are expected to continue going forward and reflect the
durability of Central's enterprise value.  Moody's expects
relatively easy comparisons during the second half of fiscal 2005,
as the company anniversaries the weak grass seed market from the
prior year and benefits from acquisitions over the past year.

Given these expectations, Moody's could consider a rating upgrade
if Central's full year fiscal 2005 operating results and financial
position suggest sustainable debt-to-EBITDA levels under 3.0x
(excluding seasonal debt requirements) and EBITDA margins over 9%.
Although a ratings downgrade is seen as unlikely over the coming
year, a return to a stable outlook would be possible if Moody's
expectations regarding Central's competitive position and
acquisition strategy do not materialize, resulting in margin, cash
flow, and leverage pressures that preclude the company from
achieving the above stated targets.  Additional challenges could
stem from unanticipated problems associated with operational
efficiency initiatives.  Negative rating pressures would develop
at debt-to-EBITDA levels over 4.5x and free cash flow to debt
levels below 10%.

Ongoing rating restraints include possible challenges associated
with pressure from certain competitors that are either better
capitalized or have more advanced core competencies and financial
flexibility.  Additional risks include Central's high customer
concentrations and its exposure to commodity-based price
volatility.

Central Garden & Pet Company, located in Walnut Creek, California,
manufactures a broadening array of branded lawn and garden and pet
supply products, and operates as a distributor for other
manufacturers' products in both of these segments.  Central's
subsidiaries have leading positions in niche markets, including
Pennington (grass seed), AMDRO (fire ant bait), Norcal Pottery,
and New England Pottery in the Garden Products Group and Four Paws
(dog and cat supplies), Kaytee (birdseed), All-Glass Aquarium,
Nylabone, and TFH (pet books and dog chews) names in the Pet
Products group.  Net sales for the twelve-month period ended
March 2005 were approximately $1.3 billion.


COLLINS & AIKMAN: David Stockman Resigns & Becker Named Acting CEO
------------------------------------------------------------------
The Board of Directors for Collins & Aikman Corporation (NYSE:
CKC) accepted the resignation of David A. Stockman as Chief
Executive Officer, Chairman of the Board and a director of the
company.  Charles E. Becker, a former director of the company, has
agreed to serve as acting Chief Executive Officer of the company.
In addition, the Board has asked three directors, Anthony
Hardwick, Timothy D. Leuliette and Daniel P. Tredwell, to support
Mr. Becker as a Temporary Steering Committee of the Board while it
spearheads a search for a full time replacement to serve as Chief
Executive Officer of the company.  In addition, Marshall Cohen, a
current director of the company, was named as non-executive
interim Chairman of the Board of Directors.

Mr. Becker was Vice Chairman of the Board from July 2001 until
July 2002 and ceased to serve as a director in May 2004.  For over
25 years, through 1998, Mr. Becker was the Chief Executive Officer
and co-owner of Becker Group, Inc., a global automotive interior
components supplier.  Mr. Becker is the owner and Chairman of
Becker Ventures, which was established in 1998 to invest in a
variety of business ventures, including the manufacturing, real
estate and service industries, and which is a lessor of properties
to the company.  Mr. Becker is also a director of Metaldyne
Corporation and TriMas Corporation.

Mr. Hardwick has been a director since September 2004 and is
currently Executive Vice President and Chief Financial Officer of
Easley Custom Plastics, Inc.  He was employed by the company from
1976 through 1995, when he served as Vice President,
Administration and Control of the company's automotive group and
then Vice President and Controller of the company.

Messrs. Leuliette and Tredwell are each Senior Managing Directors
and co-founders of Heartland Industrial Partners, the company's
largest shareholder.

Mr. Leuliette is currently the Chief Executive Officer of
Metaldyne Corporation, and also serves on a number of corporate
and charitable boards, and served as a director of The Federal
Reserve Bank of Chicago, Detroit Branch.  In 1996, Mr. Leuliette
joined Penske Corporation as President and Chief Operating Officer
to address operational and strategic issues.  From 1991 to 1996,
he served as President and Chief Executive Officer of ITT
Automotive.

Mr. Tredwell also serves on a number of corporate boards and has
two decades of leveraged financing and buyout experience.  Prior
to co-founding Heartland, he served as a Managing Director at
Chase Securities Inc. and had been with Chase Securities since
1985.

Collins & Aikman Corporation, a Fortune 500 company, is a global
leader in cockpit modules and automotive floor and acoustic
systems and is a leading supplier of instrument panels, automotive
fabric, plastic-based trim, and convertible top systems.
Headquartered in Troy, Michigan, we have a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  Information about Collins & Aikman is
available on the Internet at http://www.collinsaikman.com/

                       *     *     *

As reported in the Troubled Company Reporter on March 28, 2005,
KPMG LLP, serves as Collins & Aikman's outside auditing firm.  The
Audit Committee has retained Davis Polk & Wardwell to assist it in
its investigation of the Company's accounting for questionable
supplier rebates.

As reported in the Troubled Company Reporter on April 1, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Troy, Mich.-based Collins & Aikman Corp. to 'CCC+' from
'B' and removed the rating from CreditWatch where it was placed
March 5, 2005.  At the same time, the senior secured, senior
unsecured, and subordinated debt ratings on the company were also
lowered and removed from CreditWatch.

Collins & Aikman has total debt of about $2 billion.  S&P says the
rating outlook is negative.

"The rating actions reflect the company's poor cash flow
generation, high debt leverage, and constrained liquidity that
have resulted from the intense challenges of the automotive
industry, combined with concerns about accounting misstatements
and material internal financial control weaknesses," said Standard
& Poor's credit analyst Martin King.  "The industry outlook
continues to be uncertain.  Ratings could be lowered if it appears
that Collins & Aikman's operating performance will remain
depressed or liquidity constrained."


COLLINS & AIKMAN: Gets Waiver Under Accounts Receivables Facility
-----------------------------------------------------------------
Collins & Aikman Corporation (NYSE: CKC) obtained an amendment and
waiver of its accounts receivables facility to address immediate
liquidity issues arising from the recent simultaneous credit
ratings downgrades of Ford Motor Company and General Motors
Corporation by Standard & Poor's Corporation to below investment
grade status.  In addition, the company obtained a conditional
waiver of a financial covenant relating to first quarter 2005
performance in its accounts receivable facility and the company
also intends to seek a waiver under its senior credit facility for
a breach of the same financial covenant.

Under the terms of the company's receivables facility, the
downgrades of Ford and General Motors resulted in a change in
receivables concentration limits relative to these customers and,
consequently, required a partial paydown of the receivables
facility and reduced ongoing availability under the receivables
facility.  The amendment phases in modified customer concentration
limits that take account of the changed credit ratings of Ford and
General Motors and also increases the margins applicable to both
base rate and LIBOR-based advances by 0.75% per annum.

Based on receivables balances on the day following the downgrades,
the company would have been obligated to reduce its receivables
balances by approximately $70 million.  An amendment and waiver
was required since the company lacked the financial resources to
timely make the paydown and availability would otherwise have been
clearly inadequate for the company's ongoing operating
obligations.  As a result of the amendment, no immediate paydown
was required.

If the final phased-in terms that go into effect on May 23, 2005
were immediately in effect, the required reduction would have been
approximately $15 million.  The company is seeking more favorable
payment terms from the downgraded customers to further benefit the
company's liquidity prior to the final phase-in.  With or without
more favorable terms from these customers, the modified terms of
the receivables facility will remain a challenge for the company.

The waiver and amendment of the accounts receivable facility also
provides relief for a financial covenant breach related to first
quarter 2005 performance.  The covenant at issue is the
consolidated leverage ratio, or consolidated debt to EBITDA, as
defined in the covenant.  This covenant is the same under both the
company's senior credit facility and receivables facility and was
recently modified.

The company is still reviewing its first quarter 2005 performance
and is not yet in a position to comfortably disclose estimated
first quarter 2005 results.  However, it expects EBITDA to be
materially lower than previously provided guidance and to not
satisfy the covenant requirement.  The financial covenant waiver
under the receivables facility expires if similar relief is not
timely obtained from lenders under the company's senior credit
facility.  The amendment also extends the previously granted
waiver for financial statement delivery requirements until June
15, 2005, absent certain adverse events prior to that date (such
as termination events).  If the company is unable to obtain
further necessary waivers or modifications, the company, its
financial condition and performance will be materially and
adversely impacted.

Collins & Aikman continues to face significant near term liquidity
challenges.  The company is currently fully drawn under its senior
credit facility and relies upon timely access to its receivables
facility, foreign receivables factoring arrangement and fast pay
financing programs to fund ongoing operations.

In addition to the receivables facility, the company has a
significant foreign factoring arrangement, under which outstanding
factored balances were approximately $96 million at March 31,
2005.  These are generally terminable on short notice.  A material
European factoring arrangement that relates principally to one
customer is due to expire at the end of this month.  If this
facility is not extended or renewed on acceptable terms, the
company will seek more favorable payment terms from the customer.

As a general matter, the company has sought with some success and
will continue to seek earlier collections or more favorable
payment terms from customers or through third party fast pay
programs.  The company is in the process of transitioning the
General Motors fast pay program administered by GECC to one
administered by GMAC that will provide a commitment to October
2005.  In addition, the company is continuing to work with its
largest customers and suppliers to enhance commercial terms to
improve operating results, cost recovery and liquidity.  There can
be no assurance that the company will be successful in these or
any other efforts to improve results or enhance liquidity.

As of May 11, 2005, the company had cash and availability under
its financing arrangements of approximately $13.4 million.  Taking
account of the amended terms of the receivables facility,
depending upon many factors, the company expects to operate for
the near future on a global basis with approximately $15 million
or less of daily available liquidity.  The company's near term
cash requirements, apart from financing its ongoing operating
obligations, include capital expenditures and a scheduled interest
payment on debt securities of approximately $26.9 million on June
30, 2005 and $26.7 million on August 15, 2005.  Capital
expenditures for 2005 may be higher than previous guidance and,
for the first quarter, capital expenditures were approximately $50
million.  The company continues to expect that the first quarter
will be the highest quarter for capital expenditures in 2005.

During this period of difficult liquidity, the company has
extended payables to ensure adequate cash balances to support its
operations and may continue to do so as it works with customers,
suppliers and creditors.  The company's ability to meet its
obligations and to make necessary capital expenditures will depend
on a number of factors, including, without limitation, its
continuing cash flow from operations, its ability to address
financial covenant defaults, continued compliance with its debt
instruments generally and sufficient continuing availability to
the previously mentioned financing arrangements.

The company will also be impacted by the mounting competitive
challenges facing its customers and the continuing pressure being
placed upon it by rising raw material and other costs in the face
of lower demand.

Collins & Aikman Corporation, a Fortune 500 company, is a global
leader in cockpit modules and automotive floor and acoustic
systems and is a leading supplier of instrument panels, automotive
fabric, plastic-based trim, and convertible top systems.
Headquartered in Troy, Michigan, we have a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  Information about Collins & Aikman is
available on the Internet at http://www.collinsaikman.com/

                       *     *     *

As reported in the Troubled Company Reporter on March 28, 2005,
KPMG LLP, serves as Collins & Aikman's outside auditing firm.  The
Audit Committee has retained Davis Polk & Wardwell to assist it in
its investigation of the Company's accounting for questionable
supplier rebates.

As reported in the Troubled Company Reporter on April 1, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Troy, Mich.-based Collins & Aikman Corp. to 'CCC+' from
'B' and removed the rating from CreditWatch where it was placed
March 5, 2005.  At the same time, the senior secured, senior
unsecured, and subordinated debt ratings on the company were also
lowered and removed from CreditWatch.

Collins & Aikman has total debt of about $2 billion.  S&P says the
rating outlook is negative.

"The rating actions reflect the company's poor cash flow
generation, high debt leverage, and constrained liquidity that
have resulted from the intense challenges of the automotive
industry, combined with concerns about accounting misstatements
and material internal financial control weaknesses," said Standard
& Poor's credit analyst Martin King.  "The industry outlook
continues to be uncertain.  Ratings could be lowered if it appears
that Collins & Aikman's operating performance will remain
depressed or liquidity constrained."


COLLINS & AIKMAN: Liquidity Pressures Prompt S&P to Junk Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Troy, Michigan-based Collins & Aikman Corp. to 'CCC-'
from 'CCC+'.

"The downgrade reflects our belief that this supplier of
automotive interior products could be forced to seek bankruptcy
protection in the near term because of severe liquidity
pressures," said Standard & Poor's credit analyst Martin King.

Collins & Aikman has total debt of about $2 billion. The rating
outlook is negative.

Reduced automotive production, increased raw material costs,
rating downgrades of its key customers, and the termination of
customer's accelerated payment programs have severely constrained
Collins & Aikman's liquidity.

On May 12, the company announced the following developments:

    * Collins & Aikman's board of directors has accepted the
      resignation of the company's CEO and chairman;

    * EBITDA for the first quarter of 2005 will be materially
      lower than previously provided estimates.  In addition, the
      company withdrew all previous forecasts concerning 2005
      financial information, but stated that capital spending is
      expected to exceed previous guidance;

    * The company expects to breach its first-quarter consolidated
      debt to EBITDA covenant, requiring a waiver from its bank
      group;

    * Cash and available credit totaled $13 million on May 11,
      2005.  Global daily liquidity is expected to be $15 million
      or less for the near future;

    * Downgrades of key customers will reduce liquidity under a
      U.S. accounts receivable securitization facility.  Foreign
      receivable factoring arrangements remain in place, but can
      be terminated on short notice; and

    * An investigation into various accounting errors is ongoing
      and previously announced estimates of accounting adjustments
      will likely be understated.

The prospects for Collins & Aikman receiving a covenant waiver is
very uncertain given the numerous business, financial, liquidity,
and accounting concerns surrounding the company.  Failure to meet
the covenant requirement or receive a waiver would result in an
event of default, and could lead to the acceleration of
outstanding loan amounts.


CREDIT SUISSE: Poor Performance Prompts Moody's to Slice Ratings
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of eleven
classes of certificates issued in Credit Suisse First Boston's
2002-NP14 and 2003-NP6 securitizations as a result of ongoing
surveillance efforts.  Both transactions were issued with
non-performing mortgage loans as collateral.  Nonperforming
mortgage loans are typically defined as loans, which are
delinquent by 90 days or more, are subject to bankruptcy or
foreclosure proceedings, or are held as REO properties.

The rating action is based upon the poorer than anticipated
performance of the underlying mortgage pools as well as the
deterioration of credit enhancement in relation to expected
losses.  Moody's will continue to review for possible further
downgrade the ratings on the securities issued by CSFB Trust
2002-NP14.

Complete rating actions are:

Issuer: CSFB Trust 2002-NP14

Downgrade:

   * Class A, Previously: Aaa, Downgraded to A3 under review for
     possible further downgrade;

   * Class M-1, Previously: Aa2, Downgraded to Baa2 under review
     for possible further downgrade;

   * Class M-2, Previously: A2, Downgraded to Ba2 under review for
     possible further downgrade;

   * Class B-1, Previously: Baa2, Downgraded to B2 under review
     for possible further downgrade;

   * Class B-2, Previously: Ba2, Downgraded to Caa2 under review
     for possible further downgrade.

Issuer: CSFB Trust 2003-NP6

Downgrade:

   * Class A-1, Previously: Aaa, Downgraded to A1.
   * Class A-2, Previously: Aaa, Downgraded to A1.
   * Class M-1, Previously: Aa2, Downgraded to Baa1.
   * Class M-2, Previously: A2, Downgraded to Baa3.
   * Class B-1, Previously: Baa2, Downgraded to Ba3.
   * Class B-2, Previously Ba2, Downgraded to B1.


CYPRESS COMMUNICATIONS: Reports $547K Net Loss for First Quarter
----------------------------------------------------------------
Cypress Communications Holding Co., Inc. (OTCBB: CYHI) reported
its consolidated operating and financial results for its first
quarter ended March 31, 2005.

"I am very pleased with Cypress Communications' first quarter 2005
results, including the eleventh consecutive quarter of achieving a
positive EBITDA.  Through the significant efforts of our employees
and the loyalty of our customers and partners, we have been able
to show continued improvement in our quarter-over-quarter
operating results in spite of experiencing modest declines in our
revenues.  These financial improvements position us well as we
invest in the programs, which we expect, will result in a return
to revenue growth in the near future.  These programs include new
bundled service offerings within our Cypress EZ Office(sm) product
suite of fully managed voice, data and Internet solutions and
enhancements in the way in which we market and deliver these
solutions to our current and prospective customers.  At the same
time, we see additional opportunities to continue the process of
rationalizing and streamlining our operations to ensure a highly
cost-effective network," said Gregory P. McGraw, President and
Chief Executive Officer of Cypress Communications Holding Co. and
its subsidiaries.

                      Financial Highlights

The company reported first quarter 2005 revenues of $18.6 million,
a 7% decrease from revenues of $19.9 million in the first quarter
of 2004.  The decline in revenues is attributable to both a
decrease in the total number of customers served by the Company
and a slight reduction in the average revenue per customer.

The company reported a net loss of $547,000 for the first quarter
2005 on 6,445,000 weighted average shares of common stock
outstanding, as compared to a net loss of $631,000 for the first
quarter of 2004 on 5,874,000 weighted average shares of common
stock outstanding.  First quarter 2005 results include $139,000 of
costs associated with the pending acquisition of the company by an
affiliate of Arcapita Inc.

First quarter 2005 EBITDA (net income (loss) excluding net
interest, income taxes, depreciation and amortization expense)
increased to $1,432,000 from $1,287,000 in the first quarter of
2004, an 11% increase.  The increase in EBITDA is reflective of
the effects of reductions in direct costs and operating expenses
in excess of the reduction in revenues which resulted from the
various network and operating cost saving initiatives implemented
by the company over the last several quarters.


                 About Cypress Communications

Cypress Communications (OTCBB: CYHI) -- http://www.cypresscom.net/
-- is the preferred communication solution provider in more than
1,300 commercial office buildings in 25 major metropolitan U.S.
markets.  Each day, Cypress uses its fiber optic and copper
broadband infrastructure to connect more than 100,000 employees
for over 8,000 small- and medium-sized businesses in commercial
office buildings.  As a single-source provider of communication
solutions, Cypress supplies advanced digital and IP phone service,
unlimited local and long distance calling, business-class Internet
connectivity, firewalls, security and VPN solutions, audio/web
conferencing and business television solutions.  The Cypress EZ
Office(sm) product suite provides a premium bundled solution with
one number to call for support, one simple bill and the highest
level of service available.  Cypress Communications Holding
Company, Inc., is headquartered in Atlanta, Ga.

                       About Arcapita

Arcapita -- http://arcapita.com/-- is a global investment group
with offices in Atlanta, London, and Bahrain. Arcapita's main
lines of business include corporate investment (private equity),
real estate investment and asset-based investment. Arcapita's
corporate investment business was founded in 1997 and operates out
of Atlanta and London. Since 1998, Arcapita's corporate investment
professionals have arranged for the investment of more than $1
billion in 17 completed or pending transactions with an aggregate
enterprise value of over $2 billion. Until March 15, 2005,
Arcapita's U.S. business was conducted as Crescent Capital
Investments.

                        *      *      *

As reported in the Troubled Company Reporter on Apr. 19, 2005,
Deloitte & Touche LLP, Cypress Communications' auditors, expressed
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.  The Company said its
recurring losses and its unfavorable working capital and uncertain
liquidity position triggered Deloitte's going concern opinion.


CYPRESS COMMS: Lenders OK Extension of $8M Debt Maturity to '06
----------------------------------------------------------------
Cypress Communications Holding Co., Inc. (OTCBB: CYHI) reported
updates on its efforts to restructure its debts.

As discussed in the company's recently filed Form 10K for the year
ended December 31, 2004, due to the pending acquisition of the
company, no activities had previously been undertaken to
restructure $8,000,000 of debt, as it is scheduled to be repaid at
the closing of the acquisition under the terms of the merger
agreement.  In the event the acquisition was not closed by
July 16, 2005, the original due date on the debt, the company
would have been unable to repay the entire balance with available
funds and borrowing capacity.

On May 12, 2005, the company entered into an amendment with the
holders of this debt, which was originally to come due on July 16,
2005.  The amendment provides for, among other things, the
extension of the due date of the debt to January 16, 2006, a
reduction in the coupon interest rate on the debt from 14% to 12%
effective July 16, 2005, and the payment to the debt holders of a
loan commitment fee of $200,000 as an inducement to modify the
terms of the agreement.

The debt amendment was negotiated and approved by a special
committee of the Board of Directors, consisting of directors not
affiliated with the debt holders and taking into consideration the
particular circumstances of the company and market conditions for
similar transactions.

              Status Update on Pending Acquisition

As previously disclosed, on November 5, 2004, Cypress reported
that its Board of Directors approved a definitive Agreement and
Plan of Merger with an affiliate of Arcapita, Inc. (formerly
Crescent Capital Investments, Inc.), an Atlanta-based private
equity investment firm.  On March 15, 2005, the stockholders of
Cypress approved the Agreement and Plan of Merger.

The value of the transaction is approximately $40.3 million, with
potential adjustments upwards or downwards, based on the
achievement of certain conditions pertaining to changes in certain
current assets and liabilities between the effective date of the
Merger Agreement and closing date of the transaction.  The Merger
Agreement provides that the merger consideration will first be
used to repay outstanding indebtedness.  The remaining
consideration, after transaction expenses, will be distributed to
stockholders, with an estimated price per share of $1.70, subject
to final merger consideration adjustments (The $1.70 per share
cash consideration is estimated by Cypress Holding as of March 31,
2005 and is subject to adjustment upwards or downwards pursuant to
the merger agreement).

The closing of the transaction is subject to certain terms and
conditions customary for transactions of this type, including
receipt of regulatory approvals.  As all of the closing conditions
have not, as yet, been met, Cypress cannot predict when the
closing of the transaction might occur.

                 About Cypress Communications

Cypress Communications (OTCBB: CYHI) -- http://www.cypresscom.net/
-- is the preferred communication solution provider in more than
1,300 commercial office buildings in 25 major metropolitan U.S.
markets.  Each day, Cypress uses its fiber optic and copper
broadband infrastructure to connect more than 100,000 employees
for over 8,000 small- and medium-sized businesses in commercial
office buildings.  As a single-source provider of communication
solutions, Cypress supplies advanced digital and IP phone service,
unlimited local and long distance calling, business-class Internet
connectivity, firewalls, security and VPN solutions, audio/web
conferencing and business television solutions.  The Cypress EZ
Office(sm) product suite provides a premium bundled solution with
one number to call for support, one simple bill and the highest
level of service available.  Cypress Communications Holding
Company, Inc., is headquartered in Atlanta, Ga.

                       About Arcapita

Arcapita -- http://arcapita.com/-- is a global investment group
with offices in Atlanta, London, and Bahrain. Arcapita's main
lines of business include corporate investment (private equity),
real estate investment and asset-based investment. Arcapita's
corporate investment business was founded in 1997 and operates out
of Atlanta and London. Since 1998, Arcapita's corporate investment
professionals have arranged for the investment of more than $1
billion in 17 completed or pending transactions with an aggregate
enterprise value of over $2 billion. Until March 15, 2005,
Arcapita's U.S. business was conducted as Crescent Capital
Investments.

                        *      *      *

As reported in the Troubled Company Reporter on Apr. 19, 2005,
Deloitte & Touche LLP, Cypress Communications' auditors, expressed
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.  The Company said its
recurring losses and its unfavorable working capital and uncertain
liquidity position triggered Deloitte's going concern opinion.


DEUTSCHE MORTGAGE: Adequate Credit Support Cues S&P to Up Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 10
classes from two Deutsche Mortgage Securities Inc. transactions.
Concurrently, ratings are affirmed on 98 classes from seven
transactions from the same issuer.

The raised ratings reflect adequate actual and projected credit
support percentages, as well as low-to-moderate delinquencies and
minimal realized losses to date.  The appreciated credit support
percentages resulted from the shifting interest structures, which
were accelerated by significant principal prepayments on the
underlying collateral.

Currently, the projected credit support percentages for each
upgraded class is at least 2x the original loss coverage levels
associated with the new ratings.

The affirmed ratings are based on current and projected credit
enhancement that is sufficient to maintain the current ratings.

As of the April 2005 distribution date, serious delinquencies (90-
plus days, foreclosure, and REO) ranged from 0.00% (series 2003-1)
to 6.07% (series 2004-1 loan group 3).  Despite moderate
delinquencies in a few of the transactions, all collateral pools
have been performing well.  As of the April 2005 distribution
date, cumulative losses ranged from 0.00% (series 2003-1) to
0.04% (series 2004-2).

Credit enhancement for series 2002-1, 2003-1, 2004-1 loan groups 1
and 2, and 2004-4 loan groups 3-7, is provided through
subordination.  Credit enhancement for series 2004-1 loan group 3,
2004-2, 2004-3, 2004-4 loan groups 1 and 2, and 2004-5, is
provided through a combination of overcollateralization, excess
spread, and subordination.  The underlying collateral consists of
15- and 30-year fixed- or adjustable-rate prime or Alt-A mortgage
loans secured by first liens on residential properties.


                             Ratings Raised

          Deutsche Mortgage Securities Inc. Mortgage Loan Trust

                      Rating

                   Series     Class   To         From
                   ------     -----   --         ----
                   2002-1     M       AAA        AA
                   2002-1     B-1     AAA        A
                   2002-1     B-2     AA         BBB
                   2002-1     B-3     A          BB
                   2002-1     B-4     BB+        B
                   2003-1     M       AAA        AA
                   2003-1     B-1     AA         A
                   2003-1     B-2     A          BBB
                   2003-1     B-3     BBB+       BB
                   2003-1     B-4     BB-        B

                             Ratings Affirmed

          Deutsche Mortgage Securities Inc. Mortgage Loan Trust

     Series    Class                                      Rating
     ------    -----                                      ------
     2002-1    A-17, A-18, A-P, A-X                        AAA
     2003-1    I-A-4, I-A-5, I-A-6, I-A-7, I-A-8, I-A-PO   AAA
     2003-1    I-A-X, II-A, II-A-X                         AAA
     2004-1    I-A-1, I-A-X, I-A-PO, II-A-1, II-A-2        AAA
     2004-1    II-A-3, II-A-X, II-A-PO, III-A-2, III-A-3   AAA
     2004-1    III-A-4, III-A-5, III-A-6, III-A-IO         AAA
     2004-1    M, III-M-1                                  AA
     2004-1    III-M-2                                     A+
     2004-1    B-1                                         A
     2004-1    III-M-3                                     BBB+
     2004-1    B-2                                         BBB
     2004-1    B-3                                         BB
     2004-1    B-4                                         B
     2004-2    A-2, A-3, A-4, A-5, A-6, A-IO               AAA
     2004-2    M-1                                         AA
     2004-2    M-2                                         A+
     2004-2    M-3                                         BBB+
     2004-3    I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6    AAA
     2004-3    I-A-7, I-A-IO, II-AR-1, II-AR-2             AAA
     2004-3    II-MR-1                                     AA+
     2004-3    I-M-1                                       AA
     2004-3    II-MR-2                                     AA-
     2004-3    I-M-2                                       A
     2004-3    I-M-3, II-MR-3                              BBB+
     2004-4    I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6    AAA
     2004-4    I-A-IO, II-AR-1, II-AR-2, III-AR-1, IV-AR-1 AAA
     2004-4    V-AR-1, VI-AR-1, VII-AR-1, VII-AR-2         AAA
     2004-4    VII-AR-3                                    AAA
     2004-4    II-MR-1                                     AA+
     2004-4    I-M-1, M                                    AA
     2004-4    I-M-2, II-MR-2, B-1                         A
     2004-4    I-M-3, II-MR-3, B-2                         BBB
     2004-4    B-3                                         BB
     2004-4    B-4                                         B
     2004-5    A-1, A-2, A-3, A-4A, A-4B, A-5A, A-5B, A-IO AAA
     2004-5    M-1                                         AA+
     2004-5    M-2                                         A+
     2004-5    M-3                                         BBB+


DUFFUS & ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Duffus & Associates, P.A.
        P.O. Drawer 5026
        Greenville, North Carolina 27835

Bankruptcy Case No.: 05-03886

Type of Business: The Debtor is a law firm.

Chapter 11 Petition Date: May 12, 2005

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, North Carolina 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

Total Assets: $680,201

Total Debts:  $1,342,716

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
S. Diane Duffus               Balance due from          $294,271
3901 Wyneston Road            personal line of
Greenville, NC 27834          credit used in
                              business

Xerox Capital Services        Remaining payments         $90,015
Attn: Manager or Agent        of lease of WCP90C
1301 Ridgevw Drive, Bldg 300  Workcentre Pro90
Lewisville, TX 75057

Castle & Cooke                Lease payments due         $74,265
Attn: Manager or Agent        pursuant to 502 of
4601 Six Forks Road,          the US Bankruptcy Code
Suite503                      Total remaining
Raleigh, NC 27609             payments due under
                              lease is $241,557
                              ($4,497 per month)

First Citizens Bank           Credit Card (Visa)         $52,602
Attn: Manager or Agent
P.O. Box 1580
Roanoke, VA 24007

International Yellow Page                                $35,000
Attn: Manager or Agent
5050 Quorum Drive #225
Dallas, TX 75254

Xerox Capital Services        Remaining payments         $29,707
Attn: Manager or Agent        of lease of
1301 Ridgevw Drive, Bldg 300  Workcentre WCP55HC
Lewisville, TX 75057

Marie D. Lang                 Out-of-pocket              $25,593
7624 Pinecrest Road           expenses: $676
Raleigh, NC 27613             Severance pay: $24,916

Curtis Media Group, Inc.      "La Ley 96.9 FM"           $24,610
Attn: Manager or Agent        WYMYFM
3012 Highwood Boulevard,
Suite 200
Raleigh, NC 27604

Internal Revenue Service      1st quarter 2005 -         $19,832
Attn: Insolvency I            941 taxes - $2,771
320 Federal Place             941 940 taxes - $80
Greensboro, NC 27402

Silverstein & Cook                                       $14,481
Attn: Manager or Agent
4020 West Chase Boulevard,
Suite 325
Raleigh, NC 27607

Pitney Bowes Purchase         Postage                     $9,462
Attn: Manager or Agent
P.O. Box 856042
Louisville, KY 40285

LexisNexis                                                $8,898
Attn: Manager or Agent
P.O. Box 72470178
Philadelphia, PA 19170

Assoc Trial Lawyers                                       $8,000
Attn: Manager or Agent
P.O. Box 3717
Washington, DC 20027

Linda S. Sigmund, M.D.                                    $6,829
5414 North 19th Street
Arlington, VA 22205

News & Observer (The)                                     $6,805
Attn: Manager or Agent
P.O. Box 191
Raleigh, NC 27602
News & Observer (The)

WNCTTV                                                    $6,070
Attn: Manager Agent
P.O. Box 27625
Richmond, VA 23261

Sprint                        910-484-7112-426,           $5,253
ATTN: Managing Agent          252-5235115-023,
P.O. Box 96064                910-483-9199-747,
Charlotte, NC 28296           910-223-9606-144,
                              252-338-3331-802,
                              252-551-1000-661

Legal Files Software, Inc                                 $5,225
Attn: Manager or Agent
2730 South MacArthur Blvd.
Springfield, IL 62704

Que Pasa Latino Comm.                                     $3,980
Attn: Manager or Agent
P.O. Box 12876
Winston Salem, NC 27117

First South Leasing           Remaining payments          $3,630
Attn: Manager or Agent        on lease of
P.O. Box 2047                 telephone system
Washington, NC 27889


EAGLEPICHER PHARMACEUTICALS: Discloses Capital Improvement Plans
----------------------------------------------------------------
EaglePicher Pharmaceutical Services, LLC, reported a series of
capital improvements that it believes will further strengthen its
position as a comprehensive outsourcing partner to the
pharmaceutical industry in the discovery and commercialization of
anti-cancer and other high-potency drugs.  At the same time, the
company said its supply position has been unaffected by its recent
Chapter 11 filing and that of its parent company, EaglePicher
Incorporated, and confirmed that its current supply and key long-
term agreements with customers continue without interruption.

"Our customers have experienced a continuum of service, product
and technical support," said Steve Westfall, president of EPPS.
"We are particularly gratified with the support they have shown
during this period.  EPPS is committed to the growth of its
business, and that of its customers, through the improvements we
have undertaken."

Among the improvements announced are:

    -- Completion of an isolated cGMP Radiolabeling Suite
       (Lenexa, KS facility), in recognition of the expectation
       to double Radiolabeling revenues over the next two to
       three years.

    -- New state of the art suite (Harrisonville, MO facility)
       that allows EPPS to double its commercial products
       capacity immediately and expand development
       suite/production capacity by an additional 30 percent.

    -- Analytical upgrades at both facilities, including
       instrumentations and data acquisition.

Mr. Westfall said that the approximately $2 million in anticipated
2005 capital improvements were being funded from ongoing revenues,
as well as from debtor-in-possession funding which became
available when the company filed for Chapter 11 on April 11, 2005.
Mr. Westfall said that capital spending is estimated to continue
at roughly 15 percent of estimated 2005 sales, citing long-term
plans to further broaden its technology and product offerings by
adding large-scale hydrogenation and possible fermentation
capabilities through future expansion at EPPS' manufacturing
facility in Harrisonville, Missouri.

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.


EGAIN COMMS: March 31 Balance Sheet Upside-Down by $1 Million
-------------------------------------------------------------
eGain Communications Corporation (OTC BB: EGAN) reported financial
results for the third quarter of fiscal year 2005.

Revenue for the quarter ended March 31, 2005 was $4.7 million, a
decrease of 10% from $5.2 million in the comparable year-ago
quarter.  License revenue was $1.1 million, a decrease of 16% from
the comparable year-ago quarter.  Support and services revenue was
$3.6 million, a decrease of 9% from the comparable year-ago
quarter.  International revenue accounted for 46%, and domestic
revenue 54% of total revenue for the quarter, compared to 47%
international revenue and 53% domestic revenue in the comparable
year-ago quarter.

Revenue for the nine months ended March 31, 2005 was $14.6
million, a decrease of 2% from $14.9 million in the comparable
year-ago period.  License revenue was $3.7 million, an increase of
12% from the comparable year-ago period.  Support and services
revenue was $10.9 million, a decrease of 6% from the comparable
year-ago period.

Net loss before dividends on convertible preferred stock for the
quarter ended March 31, 2005 was $725,000, compared with a net
loss of $952,000 for the same period a year ago.  Net loss
applicable to common stockholders was $725,000, compared with $2.8
million, for the same period a year ago.

Net loss before dividends on convertible preferred stock for the
nine months ended March 31, 2005 was $565,000, compared with a net
loss of $3.9 million for the same period a year ago.  Net loss
applicable to common stockholders for the nine months ended March
31, 2005 was $4.3 million, compared with $9.4 million, for the
same period a year ago.

Pro forma net loss for the quarter ended March 31, 2005 was
$376,000, compared to a pro forma net income of $30,000, for the
same period a year ago.

Pro forma net loss for the nine months ended March 31, 2005 was
$327,000, compared to a pro forma net loss of $529,000, for the
same period a year ago.

Total cash and cash equivalents were $4.9 million at March 31,
2005, a decrease of $287,000 from $5.2 million at June 30, 2004.
Day's sales outstanding in receivables for the March 2005 quarter
were 66 days compared to 59 days for the comparable year-ago
quarter.

"While our revenue in the quarter reflects some seasonality, our
bookings continue to be healthy.  We are pleased with the year-
over-year growth in both our license and hosting revenue for the
first nine months of fiscal 2005," said Ashu Roy, CEO of eGain.
"We are raising the bar for enterprise-class eService suite
offerings in the market -- Forrester Research rated us #1 among
peers for our eGain Service(TM) 7 solution.  Finally, our improved
customer satisfaction ratings are translating into a growing
demand in our customer base for our multi-channel service suite."

                       Customer momentum

In the March 2005 quarter, eGain acquired or expanded its business
with several customers such as Adelphia Communications Corp.,
Aliant Inc., Absolute Entertainment, Carlson Wagonlit, CashTech
Solutions, iGlobalMedia, Lavalife Inc., Rogers Communications, The
May Department Stores Company, Wipro Technologies, and Telecom
Italia Media-Internet Division.  Also, the company significantly
expanded its business with one of the top-tier North American
financial services providers and a Japanese government agency.

                       About the Company

Headquartered in Mountain View, California, eGain Communications
Corporation -- http://www.eGain.com/-- is a provider of customer
service and contact center software and services, trusted by
world-class companies to achieve and sustain customer service
excellence for over a decade.  eGain Service(TM) 7, the company's
software suite, available licensed or hosted, includes integrated
applications for customer email management, live web
collaboration, service fulfillment, knowledge management, and web
self-service.  These robust applications are built on the eGain
Service Management Platform(TM) (eGain SMP(TM)), designed to be a
scalable next-generation framework that includes end-to-end
service process management, multi-channel, multi-site contact
center management, a flexible integration approach, and certified
out-of-the-box integrations with leading call center, content and
business systems.  eGain has an operating presence in 18 countries
and serves over 800 enterprise customers worldwide.

At March 31, 2005, eGain Communications Corporation's balance
sheet showed a $1,136,000 stockholders' deficit, compared to a
$420,000 deficit at June 30, 2004.


ELDON HOFFMAN: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Eldon R. Hoffman
        341 Upper Toyon Road
        P.O. Box 622
        Ross, California 94957

Bankruptcy Case No.: 05-11174

Type of Business: The Debtor is the founder and CEO of Any
                  Mountain Ltd., which filed for chapter 11
                  protection on Dec. 23, 2004 (Bankr. N.D. Calif.
                  Case No. 04-12989) with Honorable Alan
                  Jaroslovsky presiding.  Any Mountain Ltd.'s
                  chapter 11 filing was reported in the Troubled
                  Company Reporter on December 29, 2004.

Chapter 11 Petition Date: May 13, 2005

Court: Northern District of California (Santa Rosa)

Debtor's Counsel: John H. MacConaghy
                  Law Offices of John H. MacConaghy
                  466 1st Street East
                  Sonoma, California 95476
                  Tel: (707) 935-3205

Total Assets: $11,986,192

Total Debts:  $10,173,593

Debtor's 18 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Burton Corporation            Corporate guaranty        $532,734
80 Industrial Parkway
Burlington VT 05401

Columbia Sportswear           Corporate guaranty        $449,436
P.O. Box 932762
Atlanta GA 31193

Skis Dynastar                 Corporate guaranty        $432,239
95 Winter Sport Lane
P.O. Box 466

FBJ Homestead Associates      Corporate guaranty        $408,821
2277 Alum Rock Ave
San Jose CA 95116

Fera International            Corporate guaranty        $269,701
3521 Challenger St.
Torrance CA 95116

Atomic Ski                    Corporate guaranty        $254,317
9 Columbus Dr.
Amherst NH 03031

Mountain Hardwear             Corporate guaranty        $222,760

Dalbello                      Corporate guaranty        $140,563

Terramar Sports World         Corporate Guaranty         $45,444

Bank One                      Credit card                $11,462

U.S. Bank                     Credit card                $10,920

Clay Leong                    Professional services       $7,055

Beneficial Finance            Unsecured loan              $6,873

Marker Ltd                    Corporate guaranty          $4,467

Aaron Overhead Door           Misc. services                $848

Chilcote Refrigeration        Misc. services                $781

Rossi Pool Service            Misc. services                $694

Marker USA                    Corporate Guaranty             $36


FOOTSTAR INC: Gets Court's Support to Continue Selling at Kmart
---------------------------------------------------------------
The Honorable Adlai Hardin of the U.S. Bankruptcy Court for the
Southern District of New York rejected Kmart Corp.'s latest pitch
to throw Footstar Inc. out of its stores.  Judge Hardin ruled that
Footstar can continue selling shoes at Kmart stores.

Kmart has been trying fruitlessly for months to sever the Master
Agreement between Footstar and itself.  In its latest motion,
Kmart wants Footstar to vacate 43 Kmart stores that are being
converted to "Sears Essentials" stores in July this year to revive
sales by attracting more upscale shoppers.

"Footstar is pleased with the court's decision and we look forward
to continuing our steady progress through the Chapter 11 process,"
Footstar spokeswoman Kimberly Kriger told Tom Becker of Bloomberg
News.

Judge Adlai denied Kmart's request on the ground that it will be
impossible for Footstar to reorganize and exit bankruptcy in the
event that the contract will be cut.  Footstar's plan of
reorganization is centered on the assumption of the Master
Agreement which will expire in 2012.

"This is a very good decision for the debtor and for the
creditors," Jay Indyke, Esq., counsel for Footstar's unsecured
creditors committee, told Mr. Becker. "If the court had ruled
against Footstar, it might have derailed the plan."

The Court will convene a hearing in July to discuss Footstar's
alleged breach of contract filed by Kmart's parent company, Sears
Holding Corp.  Sears claims Footstar failed to make payments and
to put adequate staff on the shoe departments.  Kmart's request
for Footstar to vacate 43 stores will also be heard during the
hearing in July.

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


FORD MOTOR: Moody's Maintains Investment Grade Rating
-----------------------------------------------------
Moody's Investors Service lowered the long-term debt ratings of
Ford Motor Company to Baa3 from Baa1, and of Ford Motor Credit
Company (Ford Credit) to Baa2 from A3; Ford Credit's Prime-2
short-term rating is affirmed. Moody's also lowered Hertz
Corporation's long-term rating to Baa3 from Baa2, and its short-
term rating to Prime-3 from Prime-2. The outlook for Ford and Ford
Credit is negative; the outlook for Hertz is developing.

The downgrade of Ford's ratings recognizes that the company will
fall significantly short of the benchmarks identified by Moody's
during October 2004.  These benchmarks included:

   (1) achieving $4 billion in 2006 automotive profit
       before tax;

   (2) stabilizing North American market share above
       19.5%; and,

   (3) remaining on track for delivering more robust
       credit metrics in 2006 and beyond.

A number of market and operational challenges have outpaced the
progress that Ford has continued to make since the implementation
of its 2002 revitalization plan. As result, 2006 performance will
be well below expectations, and the pace of recovery in the
company's credit metrics will be delayed. The principal challenges
facing Ford remain the need to sustain profitable market share
despite a continuing shift in North American consumer demand away
from high-margin trucks and SUVs to smaller crossover vehicles
(CUV), an elevated cost structure due to excess production
capacity, persistently high healthcare costs, rising prices for
commodities such as steel and resins, and the need to effect a
restructuring of a key supplier and former subsidiary, Visteon
Corporation.

Notwithstanding these challenges, Moody's recognizes that Ford has
continued to make progress in key financial and operational areas.
Ford has exceeded the cost reduction targets established as part
of its 2002 revitalization plan, the new product introduction
phase of the revitalization initiative is proceeding as planned
and will continue into 2006, and the company is improving its
position in the CUV segment.  Ford's liquidity also remains very
strong with $23 billion in cash, securities and short-term
voluntary employee beneficiary association (VEBA) balances at
March 31, 2005. The company also has $5.2 billion in long-term
VEBA balances at March 31, 2005, which further enhance its
liquidity. This sizable liquidity position could be further
strengthened by Ford's potential monetization of its ownership of
Hertz.

The negative rating outlook for Ford reflects the intensely
competitive nature of the automotive markets and the possibility
of ongoing shifts in North American market demand. Over the next
12 to 18 months, it remains possible that these conditions could
cause Ford's credit quality to erode and could contribute to a
further downgrade of the company's ratings.

The downgrade and negative outlook for Ford Credit reflects the
business and financial interrelationships that exist between Ford
Credit and its parent that influence Ford Credit's performance and
financial condition.  The one-notch rating differential is based
on Moody's view that the severity of loss risk faced by unsecured
creditors of Ford Credit is materially less than that faced by the
unsecured creditors of Ford.  Lenders to the finance company are
likely to experience better asset recovery than the unsecured
creditors of the parent company in the event of bankruptcy.

The rating differential also reflects Moody's view that the
probability of default for Ford Credit is somewhat lower than that
of Ford - Ford Credit might avoid filing for bankruptcy in the
unlikely event that Ford filed. Ford Credit's stand-alone profile
also factors into the ratings, including its improved portfolio
credit quality and profitability measures.

The downgrade of Hertz's reflects the downgrade of its parent as
well as the potential that the company could be burdened with
higher leverage and greater financial risk as a result of Ford's
interest in monetizing its holding in Hertz. The Baa3 rating
recognizes Moody's expectation that Hertz will maintain a highly
competitive position in the domestic on-airport car rental market
and in the domestic equipment rental market.

The rating also anticipates that Hertz's will make steady progress
in expanding its position the US off-airport car rental sector.
The company's operational strengths in these areas should enable
it to sustain credit metrics that are supportive of the Baa3
rating under its current capital structure. These metrics include:
debt to equity of approximately 3.2 to 1; interest coverage
greater than 2.1 times; and pre tax return on capital near 8%; and
pre-tax margins of around 6.5%.

The developing rating outlook for Hertz recognizes the
uncertainties around the capital structure, financial policies and
growth strategies of the company following the potential
disposition by Ford.  As these post-disposal financial and
operating issues become more defined, Moody's will reassess the
Hertz rating.

Moody's expects that during the next six months there will be a
number of significant developments with respect to Ford's
competitive position and its longer-term prospects. These
developments relate to:

   (1) the amount, timing and uses of proceeds from any
       Hertz disposition;

   (2) the operational and financial impact of Ford's
       participation in any restructuring of Visteon;

   (3) the prospects for any near-term or long-term progress
       in addressing labor cost issues with the UAW,
       including health care;

   (4) the market acceptance and momentum of new product
       introductions; and,

   (5) details relating to the planned extension of Ford's
       long-range business plan.

Any potential for stabilization of Ford's rating outlook would
require the company to demonstrate meaningful progress in each of
the above noted areas.

The ultimate resolution of these operational, financial and market
developments will have an important bearing on Ford's ability to
strengthen its longer-term competitive position and maintain the
Baa3 rating.  Moody's believes that Ford's strong liquidity
position, in combination with the operational progress that it has
demonstrated since 2002, in combination with the proceeds that are
likely to come from a Hertz disposition, will afford it the
capacity to remain at the Baa3 rating level during the near term,
provided the company's US market share remains close to 19%
(including PAG); cash, securities, and VEBA balances exceed $22
billion; market acceptance of newly introduced vehicles must
remain strong; the Hertz and Visteon issues must be resolved in an
operationally and financially beneficial manner; and, there is no
further erosion in the company's earnings and cash generation
guidance.

In its ongoing assessment of the Ford rating, Moody's will
evaluate the company's ability to remain on track to deliver
credit metrics by 2007 that support an investment grade rating.
These metrics include: EBITA margins that approximate 4%; fixed
charge coverage in the 3.5 to 4.0 times range; and free cash flow
to total lease and pension adjusted debt of more than 15%.

Moody's believes that Ford Credit's tighter underwriting has led
to reduced loss frequency, while recovery in the value of used
cars has factored into lower loss severity and improved lease
residual realization.  Ford Credit faces headwinds in the form of
higher borrowing costs from increased interest rates and credit
spreads, declining revenues due to portfolio shrinkage, and
practical limits for further reductions in loss provisions and
residual gains.  In that regard, cost management, efficient
funding and sustaining credit quality improvements will be key to
the maintenance of the firm's profitability.

Moody's will continue to monitor the impact that Ford Credit's
rating level has on its ability to access various sources of
funding.  While traditional unsecured sources have become
constrained, the ABS market is expected to provide strong
alternative capacity. The less mature whole-loan-sale market may
provide additional funding. In Moody's view, Ford Credit is well-
positioned to access these alternatives for a significant portion
of its assets. The rating agency also recognizes that Ford Credit
can generate significant cash flow by reducing the scale of its
portfolio.  In Moody's opinion, Ford Credit has the necessary
flexibility to manage foreseeable near-term liquidity stresses.

Ford Motor Company-related actions include:

   Ford Motor Company: issuer rating, IRBs, and senior
   unsecured debt to Baa3 from Baa1; shelf registration of
   senior unsecured debt to (P)Baa3 from (P)Baa1; and,
   preferred stock to Ba2 from Baa3

   Ford Capital B.V.: senior unsecured debt to Baa3 from Baa1;
   shelf registration of senior unsecured debt to (P)Baa3 from
   (P)Baa1.

   Ford Holdings, Inc.: senior unsecured debt to Baa3 from
   Baa1, and shelf registration of senior unsecured debt to
   (P)Baa3 from (P)Baa1.

   Ford Motor Company Capital Trust II: trust preferred stock
   to Ba1 from Baa2.

   Ford Motor Company Capital Trust III: shelf registration
   of trust preferred to (P)Ba1 from (P)Baa2.

   Ford Motor Company Capital Trust IV: shelf registration
   of trust preferred stock to (P)Ba1 from (P)Baa2.

   Ford Motor Company SA de C.V.: Prime-2 short-term rating
   withdrawn.

Ford Motor Credit Company-related rating actions include:

   Ford Motor Credit Company: senior unsecured to Baa2
   from A3, shelf registration of senior unsecured to
   (P)Baa2 from (P)A3, shelf registration of subordinated
   debt to (P)Baa3 from (P)Baa1; short-term ratings affirmed
   at Prime-2.

   FCE Bank plc: senior unsecured to Baa2 from A3;
   short-term ratings affirmed at Prime-2.

   Ford Credit Canada Limited: senior unsecured to Baa2
   from A3, shelf registration of senior unsecured to
   (P)Baa2 from (P)A3; short-term ratings affirmed at Prime-2.

   Ford Credit Australia Limited: senior unsecured to Baa2
   from A3; short-term ratings affirmed at Prime-2.

   Ford Motor Credit Company of New Zealand Ltd: senior
   unsecured to Baa2 from A3; short-term ratings affirmed at
   Prime-2.

   Ford Credit Capital Trust I: shelf registration of
   preferred securities to (P)Baa3 from (P)Baa1.

   Ford Credit Capital Trust II: shelf registration of
   preferred securities to (P)Baa3 from (P)Baa1.

   Ford Credit Capital Trust III: shelf registration of
   preferred securities to (P)Baa3 from (P)Baa1.

   Primus Financial Services, Inc.: senior unsecured to Baa2
   from A3; short-term ratings affirmed at Prime-2.

   USL Capital Corporation: senior unsecured to Baa2 from
   A3, shelf registration of senior unsecured to (P)Baa2
   from (P)A3.

Hertz Corporation rating actions include:

   Hertz Corporation: issuer rating and senior unsecured to
   Baa3 from Baa2; shelf registration of senior unsecured
   debt to (P)Baa3 from (P)Baa2, and subordinated debt to
   (P)Ba1 from (P)Baa3; and, short-term to Prime-3 from
   Prime-2.

   Hertz Australia Pty. Limited: short-term to Prime-3 from
   Prime-2.

   Hertz Canada Limited: short-term to Prime-3 from Prime-2.

   Hertz Finance Centre plc: senior unsecured to Baa3 from
   Baa2; and, short-term to Prime-3 from Prime-2.

   Hertz Holdings Netherlands BV: short-term to Prime-3 from
   Prime-2.

Ford Motor Company, headquartered in Dearborn, Michigan, is the
world's second largest automobile manufacturer. Ford Motor Credit
Company, also headquartered in Dearborn, Michigan, is the world's
largest auto finance company. Hertz Corporation, headquartered in
Park Ridge, New Jersey, is the largest automobile rental company
in the United States.

                        *     *     *

Earlier this month, Standard & Poor's Ratings Services lowered its
long- and short-term corporate credit ratings on Ford Motor Co.,
Ford Motor Credit Co., and all related entities -- except those of
Hertz Corp. -- to 'BB+/B-1' from 'BBB-/A-3', and said the rating
outlook is negative.  S&P's ratings on Hertz (BBB-/Watch Dev/A-3)
remain on CreditWatch, where they were placed on April 21, 2005,
following Ford's disclosure that it was evaluating strategic
options for Hertz, including its potential sale.

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

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

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

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

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

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

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

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

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

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

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

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

Claims against the automaker have been rising:

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

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


GEORGETOWN HEALTHCARE: Negative Income Cues S&P's Negative Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from stable on Georgetown Health Facilities Development Corp.,
Texas' $21 million series 1999 hospital revenue bonds, issued for
Georgetown Healthcare System (GHS).  In addition, Standard &
Poor's affirmed its 'BB' rating on GHS' series 1999 bonds.

Although Georgetown Healthcare System is located in a market with
very rapid organic population growth, it is in a very precarious
business position due to:

    (1) declining patient volumes,

    (2) weakening -- and now solidly negative -- operating
        margins, and

    (3) a highly constrained balance sheet with reduced
        operational liquidity and a high leverage position.

Decreases in fiscal 2004's inpatient volumes, operating margins,
and liquidity position have necessitated the negative outlook.

"The outlook revision to negative reflects negative operating
income levels in fiscal 2004, which resulted in maximum annual
debt service coverage of only 1.0x," said Standard & Poor's credit
analyst Kevin Holloran.

The negative operating income reflects, in part, a growingly
competitive marketplace and the departure of a key physician.

In addition, the outlook revision was due to:

    (1) an increasingly constrained balance sheet, highlighted by:

         * high leverage,

         * reduced days' cash on hand, and

         * the recent addition of new debt;

    (2) GHS' high dependence on the top physician admitters; and

    (3) continued decreases in patient activity.

Factors precluding a lower rating include the hospital's location
within the demographically favorable 'A+' rated Georgetown, Texas
market and first-quarter results that demonstrated a return to
profitability.  GHS has $36.584 million in long-term revenue bonds
and notes payable.

The hospital's financial position has historically been very
favorable, reflecting the limited competition in the area and
Georgetown's favorable demographics.  However, unaudited year-end
numbers for fiscal 2004 indicate a significant deterioration in
GHS' operations.  Operating losses in fiscal 2004 (unaudited) were
almost $1.8 million (a negative 3.3% margin) and compared very
unfavorably with fiscal 2003's operating loss of $564,000 (a
negative 1.1% margin) and almost break-even excess income.

Given the downward trend that GHS has been experiencing in the
past two years, it is likely that the rating will be lowered in
the next year or two unless both operations and volume levels
stabilize and return to GHS' historically profitable levels,
without any further deterioration in its liquidity position.


HAYES LEMMERZ: Joint Venture in Turkey Set to Begin Production
--------------------------------------------------------------
In its 2004 Annual Report filed with the Securities and Exchange
Commission, Hayes Lemmerz International, Inc., reports that the
Company's aluminum wheel joint venture in Manisa, Turkey, is
expected to begin production at the end of 2005 and to produce up
to 1.5 million wheels annually.  The joint venture -- Jantas
Aliminyum Jant Sanayi ve Ticaret A.S. also known as Jantas
Aluminum Wheels -- will serve the Turkish and other European
markets.

The joint venture is owned 40% by Hayes, 35% by Cromodora Wheels
S.p.A, and 25% by Inci Holding A.S.  As of January 31, 2005, Hayes
has provided $1.6 million in funding to the aluminum wheel joint
venture.

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).


HILL CITY: Judge Brahney Confirms Amended Chapter 11 Plan
---------------------------------------------------------
The Honorable Thomas M. Brahney III of the U.S. Bankruptcy Court
for the Eastern District of Louisiana confirmed the Amended Plan
of Reorganization filed by Hill City Oil Company, Inc., at a
hearing on May 12, 2005.

Judge Brahney approved the adequacy of the Debtor's Amended
Disclosure Statement on April 6, 2005, and the Plan was sent to
Hill City's creditors for a vote.

The Amended Plan provides for the Debtor's operations to change
its business model to the consignment model of operations for its
retail locations.  That model of operations proposes to convert 17
of the Debtor's retail locations into the consignment model, which
is expected to generate new rent revenues of over $130,000 per
month and reduce overhead by over $260,000 per month by cutting on
payroll expenses.

Other key assumptions on which the Debtor's Plan is based include
the renegotiation of certain existing operating leases on terms
more favorable to the Debtor, the restructuring of the Debtor's
existing secured debt to ease the stress on the Debtor's cash flow
and forge accommodations with the Debtor's suppliers to allow the
Debtor to deal with those suppliers on credit terms, rather than
on an advance payment or cash-delivery basis.

As a result of those operational changes and corresponding
reductions in overhead and improvements in cash flow proposed
under the Plan, the Debtor will have sufficient operating profit
to pay all its Allowed Priority Tax Claims over six years, pay all
of its Allowed General Unsecured Claims over five years, and
continue to service its secured debt as restructured.

Judge Brahney concludes, among others, that:

   a) the Plan complies with the applicable provisions of the
      Bankruptcy Code, including 11 U.S.C. Sections 1122 and 1123,
      in accordance with 11 U.S.C. Section 1129(a);

   b) Article IV of the Plan specifies the treatment of each
      impaired Class in accordance with 11 U.S.C. Section
      1123(a)(3), and the Plan provides the same economic
      treatment of each Claim in a particular Class, except to the
      extent the holder of a particular Claim has agreed to less
      favorable treatment in accordance with 11 U.S.C. Section
      1123(a)(4);

   c) The Plan provides adequate means for its implementation in
      accordance with Sections 1123(a)(5), 1129(a)(1) and 1129
      (a)(2) of the Bankruptcy Code; and

   d) the Plan is feasible and its confirmation is not likely to
      be followed by a need for further liquidation or financial
      reorganization of the Debtor or the reorganized Debtor.

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

    http://www.researcharchives.com/bin/download?id=050513021836

The Debtor expects that the Plan will take effect on or before
June 15, 2005.

Headquartered in Houma, Louisiana, Hill City Oil Company, Inc. --
http://www.hillcityoil.com/-- sells industrial oil, metalworking
fluids, automotive and off-highway lubricants, oilfield products,
and service products.  The Company filed for chapter 11 protection
on October 25, 2004 (Bankr. E.D. La. Case No. 04-18007).
W. Christopher Beary, Esq., at Orrill, Cordell & Beary, L.L.C.,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
estimated assets and liabilities of $50 million to $100 million.


INDYMAC ARM: Moody's Reviewing Ba2 Rating on Class B-3 Certs.
-------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade two subordinate certificates issued by IndyMac ARM
Trust, Series 2001-H1.  The underlying loans consist primarily of
first-lien hybrid adjustable-rate mortgage loans originated by
IndyMacBank, F.S.B.

The two subordinate certificates from the Series 2001-H1
transaction are being placed on review for downgrade because
existing credit enhancement levels may be low given the current
projected losses on the underlying pools.  To date, higher than
anticipated losses have resulted in the two most subordinate
classes (class B-5 and class B-6) to be completely written-down,
leaving the class B-3 certificates only protected by $11,282
balance from class B-4 as of April 2005.

Moody's complete rating actions are:

Issuer: IndyMac ARM Trust, Series 2001-H1

   * Class B-2, rated A2, under review for possible downgrade
   * Class B-3, rated Ba2, under review for possible downgrade


INTEGRATED HEALTH: Wants Objection Deadline Extended to Sept. 6
---------------------------------------------------------------
IHS Liquidating, LLC, as successor to Integrated Health Services,
Inc., and certain of its direct and indirect subsidiaries, asks
the U.S. Bankruptcy Court for the District of Delaware to further
extend its deadline to file objections to all administrative and
other proofs of claim in the Debtors' Chapter 11 cases to
September 6, 2005, without prejudice to its right to seek
additional extensions.

IHS Liquidating believes that it has identified substantially all
claims, which could be made subject to a future objection.
However, IHS Liquidating wants to extend its Claims Objection
Deadline to avoid a circumstance where objectionable claims are
inadvertently allowed.

According to Kenneth J. Enos, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, "the extension will provide
IHS Liquidating with much-needed time to effectively evaluate all
claims, prepare and file additional objections to claims and,
where possible, attempt to consensually resolve disputed claims."

The Court will hold a hearing on May 24, 2005 at 2:00 p.m. to
consider IHS Liquidating's request.  By application of
Del.Bankr.LR 9006-2, IHS Liquidating's Claims Objection Deadline
is automatically extended through the conclusion of that hearing.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 91; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERPUBLIC GROUP: Reporting Delays Continue
--------------------------------------------
The Interpublic Group of Companies, Inc., didn't file its
Quarterly Report for the period ending ended March 31, 2005, by
the normal May 10, 2005 deadline.  "The delay in preparation of
the Company's financial statements is attributable to the breadth
of the additional internal work and analysis required due to the
material weaknesses management has identified as part of its
assessment of the Company's internal control over financial
reporting and to the need to determine whether certain matters
will require a restatement of financial statements for prior
periods," Interpublic told the Securities and Exchange Commission
in a May 11 regulatory filing.  The Company says it doesn't know
when its financial statements will be ready.

                       Eroding Revenues

In its 2003 Annual Report, Interpublic identified General Motors
Corporation, Johnson & Johnson, Microsoft, Nestle and Unilever as
its five largest clients, accounting for 17.4% of the Company's
revenue in the aggregate.  Individually, these five clients
accounted for 1.8% to 8.3% of the Company's revenue.  "[T]he loss
of the entire business of any one of the Company's largest clients
might have a material adverse effect upon its business,"
Interpublic said in its 2003 Annual Report.

Brian Steinberg at The Wall Street Journal reported on May 12,
2005, that General Motors is shifting business away from
Interpublic.

On March 10, 2005, Ian King and Aimee Picchi at Bloomberg News
reported that Nestle pulled business away from Interpublic.

                       Loan Covenant Waivers

On March 31, 2005, Interpublic Group of Companies obtained waivers
from the lenders under its bank loan agreements:

   -- a 364-Day Credit Agreement dated as of May 10, 2004, as
      amended on Sept. 29, 2004, to redefine EBITDA; and

   -- a 3-Year Credit Agreement dated as of May 10, 2004, as
      amended on Sept. 29, 2004, to redefine EBITDA, with:

        * CITIBANK, N.A., as Agent and a Lender
        * JPMORGAN CHASE BANK
        * KEYBANK NATIONAL ASSOCIATION
        * LLOYDS TSB BANK PLC
        * HSBC BANK USA
        * ING CAPITAL LLC
        * ROYAL BANK OF CANADA
        * UBS LOAN FINANCE LLC
        * SUNTRUST BANK and
        * CALYON NEW YORK BRANCH.

The 364-Day Revolving Credit Facility provides for borrowings of
up to $250,000,000.  The Three-Year Revolving Credit Facility
provides up to $450,000,000, of which $200,000,000 supports
Letters of Credit.

The Waivers to the credit agreements waive any breach or condition
to borrowing related to:

  (i) the Company's inability to provide audited 2004 financial
      statements and file its annual report on Form 10-K for the
      fiscal year ending December 31, 2004 until June 30, 2005,
      and  to provide unaudited financial statements for the first
      quarter of 2005 and file its quarterly report on Form 10-Q
      for the period ending March 31, 2005 until July 31, 2005,

(ii) the restatements for one or more periods ending prior to
      December 31, 2004, unless the restatements of the Company's
      financial statements result from intentional misstatements
      that have a material negative impact on the Company's
      financial condition, and

(iii) the failure to comply with the Company's reporting
      requirements under Section 404 of the Sarbanes-Oxley Act of
      2002 until March 1, 2006.

The Amendments to the credit agreements, among other things, (i)
provide for certain additional negative covenants and (ii) amend
financial covenants with respect to the Company's interest
coverage ratio, debt to EBITDA ratio and minimum EBITDA.  The
Amendment to the 364-Day Credit Agreement also extends the
termination date under that agreement from May 9, 2005, to
July 11, 2005.

                        About the Company

Manhattan-headquartered The Interpublic Group of Companies, Inc.,
is one of the world's leading organizations of advertising
agencies and marketing-services companies.  Major global brands
include Draft, Foote Cone & Belding Worldwide, GolinHarris
International, Initiative, Jack Morton Worldwide, Lowe & Partners
Worldwide, MAGNA Global, McCann Erickson, Octagon, Universal
McCann and Weber Shandwick.  Leading domestic brands include
Campbell-Ewald, Deutsch and Hill Holliday.

At Sept. 30, 2004, Interpublic's balance sheet showed $11.2
billion in assets and $9 billion in liabilities.


IVACO INC.: Court Sets June 3 as D&O Claims Bar Date
----------------------------------------------------
By Order of the Ontario Superior Court of Justice, June 3, 2005,
at 5:00 p.m. is fixed as the last day and time to file claims
against the directors and officers of:

   a. Ivaco Inc. (including Sivaco Quebec and Sivaco Ontario)

   b. Ivaco Rolling Mills Inc., on its own behalf or on behalf of
      Ivaco Rolling Mills Limited Partnership

   c. Ifastgroupe Inc., on its own behalf or on behalf of
      Ifastgroupe and Company, Limited Partnership (including
      Infasco, Infasco Nut, Ingersoll Fasteners, Infatool and
      Galvano)

   d. IFC (Fasteners), Inc.

   e. Ifastgroupe Realty, Inc.

   f. Docap (1985) Corporation

   g. Florida Sub One Holdings, Inc. and

   h. 3632610 Canada Inc.

Failure to submit proofs of claims to the monitor, Ernst & Young
Inc., by the filing deadline will bar and forever extinguish any
D&O claim.

Persons requiring information or claim documentation may contact:

       Ernst & Young Inc.
       Phone: 1-866-259-1420
       Fax: (514) 395-4933
       Web site: http://www.ey.com/ca/ivaco

                     About the Company

Ivaco is a Canadian corporation and is a leading North American
producer of steel, fabricated steel products and precision
machined components.  Ivaco's modern steel operations include
Canada's largest rod mill, which has a rated production capacity
of 900,000 tons of wire rods per annum.  In addition, its
fabricated steel products operations have a rated production
capacity in the area of 350,000 tons per annum of wire, wire
products and processed rod, and over 175,000 tons per annum of
fastener products.

The Company filed for protection pursuant to the Companies'
Creditors Arrangement Act on Sept. 16, 2003, and sold
substantially all of their operating businesses were sold (with
the exception of Docap (1985) Corp.) in a court-approved sale
which was completed in December 2004.  Pursuant to the sale
agreements, Ivaco will also be required to take steps to change
its name to avoid any confusion with the continuing business being
operated by the purchaser.  The sale proceeds were not sufficient
to pay the claims of creditors in full and there can be no
expectation of any distribution to Ivaco shareholders.

The Court extended the Company's stay proceedings until June 15,
2005.


JOHN KEMP: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: John Eric Kemp
        mem Summit Orthopedics, LLC
        10321 Charissglen Circle
        Highlands Ranch, Colorado 80126-5524

Bankruptcy Case No.: 05-21670

Chapter 11 Petition Date: May 13, 2005

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Jeffrey Weinman, Esq.
                  Weinman and Associates
                  730 17th Street, Suite 240
                  Denver, Colorado 80202
                  Tel: (303) 572-1010

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Stromberg Cleveland Crawford & Schmidt           $75,000
   4600 South Ulster Street, Suite 300
   Denver, CO 80237-4327

   Bank One                                         $48,981
   United Mileage Plus
   PO Box 9001950
   Louisville, KY 40290-1950

   Wells Fargo Bank                                 $40,000
   1740 Broadway
   Denver, CO 80274-0001

   MBNA                                             $36,334

   Wyeth Pharmaceuticals                            $15,228

   Smith And Nephew                                 $14,321

   Wells Fargo/Visa                                  $9,576

   Medical Imaging Technologies                      $4,216

   Littleton Adventist Hospital                        $673


KMART CORP: Dawson Wants to Modify Injunction to Pursue Claim
-------------------------------------------------------------
Glenda Dawson sustained injuries after the Petition Date while on
Kmart's property.  Ms. Dawson filed a complaint in the Territorial
Court of the Virgin Islands, Division of St. Thomas/St. John.  The
action was stayed pending the outcome of Kmart's bankruptcy case.

On November 2, 2004, Ms. Dawson timely filed a claim for $750,000
with Kmart's claims agent, Trumbull Services, as required.  Julie
G. Evert, Ms. Dawson's counsel in the Virgin Islands Lawsuit,
received Kmart's "Questionnaire for Personal Injury Claimants."
Ms. Dawson submitted to Kmart her answers to the Questionnaire on
February 10, 2005.

In response, Kmart reserved the Claim at less than or equal to
$25,000.  Ms. Dawson rejected the offer.

On July 17, 2002, the Bankruptcy Court approved procedures for
liquidating and settling personal injury claims through direct
negotiation and the alternative dispute resolution.

Thaddeus J. Hunt, Esq., in Chicago, Illinois, asserts that,
pursuant to the Procedures Order, Ms. Dawson is entitled to the
modification of the automatic stay and the discharge injunction
with her compliance with the Settlement Procedures.

Under the Settlement Procedures, Ms. Dawson was required to
perform these acts before being entitled to relief from the
automatic stay:

   (a) Submit a response to the Questionnaire by February 15,
       2005;

   (b) Receive a response to the Questionnaire; and

   (c) Reply to Kmart's Response.

Ms. Dawson rejected Kmart's response to the Questionnaire on
March 10, 2005.

According to Mr. Hunt, Ms. Dawson has exhausted the Procedures and
made good faith effort to resolve the claim within the Procedures
to no avail.  Ms. Dawson is prejudiced each and every day her
claim remains unresolved.

In this regard, Ms. Dawson asks Judge Sonderby to lift the
Discharge Injunction so she may pursue her claim in the
Territorial Court of the Virgin Islands without further delay.

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: Rosalie Countryman Wants Stay Lifted to Pursue Claim
----------------------------------------------------------------
Pursuant to Section 362 of the Bankruptcy Code, Rosalie
Countryman asks Judge Sonderby to lift the automatic stay to
pursue her claim against Kmart Corporation.

On August 31, 2002, Ms. Countryman, a resident of Greenfield,
County of Penobscot and State of Maine, fell on a liquid area
inside a Kmart store on Hogan Road in Bangor, Maine, and
permanently injured her knee.  She also suffered back injuries as
a result of the accident.

Ms. Countryman wants to pursue a personal injury claim against
Kmart in the courts of the State of Maine.  On January 25, 2005,
Ms. Countryman submitted a completed questionnaire stating the
basis for her personal injury claim pursuant to the alternative
dispute resolution procedures for personal injury claims approved
by the Bankruptcy Court.

On March 17, 2005, Kmart made a settlement offer to Ms.
Countryman, which she found unacceptable.  Kmart then suggested
that Ms. Countryman seek modification of the automatic stay so she
can pursue her personal injury claim in the Penobscot County
Superior Court, in Penobscot County, Maine.

Ms. Countryman tells Judge Sonderby that based on the information
she received from Kmart, she does not anticipate that Kmart will
object to her request.

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)


KITCHEN ETC: July 7 is Administrative Claims Objection Deadline
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Joseph
Myers, the Plan Administrator appointed in the chapter 11 case of
Kitchen Etc., pursuant to the Company's confirmed Chapter 11 Plan,
an extension, through and including, July 7, 2005, to object to
Administrative Claims filed against the Debtor's estate.

The Court confirmed the Debtor's Second Amended Plan of
Liquidation on Jan. 31, 2005, and the Plan took effect on
Feb. 1, 2005.

Mr. Myers gave the Court three reasons in support of his request
to extend the Administrative Claims objection deadline:

   a) the claims administration process has been initiated, but
      the requested extension is necessary in order to review
      requests for allowance of administrative claims, review the
      Debtor's books and records, and resolve disputed
      administrative claims;

   b) the requested extension is in the best interests of the
      Debtor's estate because it will permit a through review of
      administrative claims objection to ensure that all
      objectionable claims have been made the subject of a filed
      claims objection; and

   c) the requested extension will not prejudice the Debtor's
      creditors and other parties-in-interest.

Headquartered in Exeter, New Hampshire, Kitchen Etc., Inc. --
http://www.kitchenetc.com/-- was a multi-channel retailer of
household cooking and dining products.  Kitchen Etc. filed for
chapter 11 protection on June 8, 2004 (Bankr. Del. Case No. 04-
11701) and quickly retained DJM Asset Management to dispose of all
17 Kitchen Etc. stores throughout New England, New York, Delaware,
Pennsylvania, Maryland and Virginia.  Bradford J. Sandler, Esq.,
at Adelman Lavine Gold and Levin, PC, represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $32,276,000 in total assets and
$33,268,000 in total debts.


KITCHEN ETC: Joseph Myers Wants Until Aug. 29 to Object to Claims
-----------------------------------------------------------------
Joseph Myers, the Plan Administrator appointed in the chapter 11
case of Kitchen Etc., pursuant to the Company's confirmed Chapter
11 Plan, asks the U.S. Bankruptcy Court for the District of
Delaware for an extension, through and including Aug. 29, 2005, to
object to prepetition claims filed against the Debtor's estate.

The Court confirmed the Debtor's Second Amended Plan of
Liquidation on Jan. 31, 2005, and the Plan took effect on
Feb. 1, 2005.

Mr. Myers gives the Court two reasons in support of his request to
extend the claims objection deadline:

   a) Mr. Myers is still in the process of reviewing requests for
      allowance of claims, reviewing the Debtor's books and
      records, and reviewing the resolutions for disputed claims;
      and

   b) since the Petition Date, more than 700 proofs of claim have
      been filed against the Debtor's estate, and the requested
      extension is necessary for Mr. Myers to complete his review
      to ensure all objectionable claims have been objected to on
      each distinct basis for objection.

The Court will convene a hearing at 1:30 p.m., on May 23, 2005, to
consider Mr. Myer's request.

Headquartered in Exeter, New Hampshire, Kitchen Etc., Inc. --
http://www.kitchenetc.com/-- was a multi-channel retailer of
household cooking and dining products.  Kitchen Etc. filed for
chapter 11 protection on June 8, 2004 (Bankr. Del. Case No. 04-
11701) and quickly retained DJM Asset Management to dispose of all
17 Kitchen Etc. stores throughout New England, New York, Delaware,
Pennsylvania, Maryland and Virginia.  Bradford J. Sandler, Esq.,
at Adelman Lavine Gold and Levin, PC, represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $32,276,000 in total assets and
$33,268,000 in total debts.


LEE'S TRUCKING: Case Summary & 32 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lee's Trucking
        P.O. Box 1552
        2054 Southfield Road
        El Dorado, Arkansas 71731

Bankruptcy Case No.: 05-73565

Type of Business: The Debtor transports bulk chemicals, non-
                  hazardous materials, hazardous materials, and
                  hazardous waste.
                  See http://www.leestrucking.com/

Chapter 11 Petition Date: May 13, 2005

Court: Western District of Arkansas (El Dorado)

Debtor's Counsel: Robert L. Depper, Jr., Esq.
                  Depper Law Firm
                  314 East Oak Street
                  El Dorado, Arkansas 71730-5834
                  Tel: (870) 862-5505
                  Fax: (870) 862-7591

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's 32 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Internal Revenue Service                      $1,820,926
   PO Box 201 STOP 5225
   Texarkana, TX 75504

   Jimmy & Patsy Lee                               $795,162
   424 Pinetree Road
   El Dorado, AR 71730

   AR Dept. of Finance-WH Branch                    $97,552
   PO Box 9941
   Little Rock, AR 72203-9941

   Bridge Benefits, Health Claims                   $83,912

   Aon Insurance                                    $79,000

   Lisa Owens                                       $58,700

   AR Dept. of Finance WH-Branch                    $52,998

   PJ's Tank Wash                                   $49,987

   One Beacon                                       $43,044

   Keeman                                           $30,000

   Quala Tank Wash                                  $29,217

   AR Employment Security                           $29,153

   Internal Revenue Service                         $23,078

   Tank Trailers of Arkansas                        $18,167

   MHC Kenworth                                     $13,974

   Paragon Trailer Lease                            $13,916

   Mississippi Bureau of Revenue                    $13,480

   Zurich North America                             $13,398

   Peterbilt of Little Rock                         $11,978

   Bridge Benefits                                   $9,647

   Qualcom                                           $8,831

   G.E. Capital                                      $8,418

   Southern Tire Mart                                $7,423

   Aon Insurance                                     $7,337

   Internal Revenue Service                          $5,945

   James P. HIll Oil                                 $4,733

   Stover Auto Supply                                $4,341

   Express Container Services                        $3,804

   Readmond Auto Supply                              $3,511

   Mask Tank Cleaning                                $3,468

   Phillips Services Tank Wash                       $3,026

   Royal Oil Company                                 $1,811


LEHMAN BROTHERS: Fitch To Put Low-B Ratings on Two Note Classes
---------------------------------------------------------------
Fitch Ratings expects to rate Lehman Brothers Small Balance
Commercial net interest margin notes, series 2005-1:

         -- $16,423,000 class N1 notes 'BBB';
         -- $11,290,000 class N2 notes 'BB';
         -- $7,186,000 class N3 notes 'B'.

The notes are backed primarily by prepayment penalties and monthly
excess spread not used to offset losses in the LBSBC, series
2005-1, transaction (see Fitch press release 'Fitch Rates Lehman
Brothers Small Balance Commercial, Series 2005-1,' dated April 29,
2005).  The collateral in that transaction consists of
conventional business loans made to small businesses that are
secured by first liens on commercial or mixed-use real estate.
None of the underlying business loans are insured or guaranteed by
any governmental agency.  The loans were originated by Lehman
Brothers Small Business Finance or its predecessors.

The expected ratings on the net interest margin notes are based on
Fitch's analysis of cash flows reflecting stressed default rates
and stressed recovery rates and timing lags under several default
timing and prepayment speed scenarios.  The ratings also took into
consideration of the origination, underwriting, and servicing
experience of LBSBF; the role of LBSBF as servicer; and the sound
legal and payment structure.  The N1 notes also benefit from a
reserve fund that will be maintained at nine months of interest on
the outstanding principal balance of the N1 notes.

The N2 notes also benefit from a reserve fund that will initially
be funded at three months of interest on the outstanding N2
principal balance and that will grow to and be maintained at six
months of interest on the outstanding N2 principal balance.
Interest is expected to paid monthly and principal payments are
expected to be allocated on a sequential basis.


LIBERTY GROUP: Fortress Investment Sale Cues S&P to Watch Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and senior secured debt ratings on Liberty Group Publishing Inc.
and its operating subsidiary, Liberty Group Operating Inc., on
CreditWatch with developing implications.

The CreditWatch listing reflects the approval by Liberty Group
Publishing's Board of Directors and its shareholders, including
affiliates of Leonard Green & Partners L.P., of a definitive
agreement for the company to be acquired by an affiliate of
Fortress Investment Group LLC.  Terms of the transaction were not
disclosed.

Standard & Poor's will review its ratings on Liberty Group
Publishing and Liberty Group Operating after evaluating the
financial structure of the acquisition, as well as future
financial and operating strategies.  "We expect that the
transaction will be funded with a combination of debt and equity,"
said Standard & Poor's credit analyst Donald Wong.

Headquartered in Northbrook, Ill., Liberty Group Publishing owns
and operates nearly 300 community publications, including 64 daily
newspapers, located in 15 states.


MARTHA FINELLI: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Martha Ann Finelli
        6613 Persimmon Tree Road
        Cabin John, Maryland 20818

Bankruptcy Case No.: 05-21274

Chapter 11 Petition Date: May 12, 2005

Court: District of Maryland (Greenbelt)

Judge: Nancy V. Alquist

Debtor's Counsel: Katherine M. Sutcliffe Becker, Esq.
                  Stinson Morrison Hecker LLP
                  1150 18th Street Northwest, Suite 800
                  Washington, DC 20036
                  Tel: (202) 785-9100

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

            Entity                          Claim Amount
            ------                          ------------
            Shady Grove Radiology                   $558
            6094 Franconia Road, Suite D
            Alexandria, VA 22310-4433

            Citi Cards (Sears)                      $211
            8725 West Sahara Avenue
            The Lakes, NV 89163-0001

            Certegy                                  $30
            PO Box 30046
            Tampa, FL 33630-3046


MAYTAG CORP: Declares $0.09 per Share Quarterly Dividend
--------------------------------------------------------
The Maytag Corporation (NYSE: MYG) board of directors declared a
quarterly dividend of 9 cents a share on the firm's common stock.
The quarterly dividend is payable June 15, 2005, to shareowners of
record at the close of business June 1, 2005.

Maytag Chairman and CEO Ralph Hake said, "T[he] decision by the
board to immediately reduce the dividend by 50 percent should
allow the company more financial flexibility to fund our
restructuring plan and to have additional cash available for debt
reduction and pension funding.  Also, the additional cash will be
invested in our business as we step up our advertising and R&D
expenses in the second half of 2005 with the many new product
introductions that are planned.

"The decision to reduce the dividend was not taken lightly," Hake
noted. "The board understands the importance of the dividend to
our shareholders; however, it is essential that our dividend
payout is more in line with current earnings trends."

Hake explained that over the balance of this year, Maytag will be
finalizing its plan to restructure certain manufacturing
operations and determining the investments necessary to support
these initiatives.  "These actions may require asset write-offs
and accelerated depreciation as well as cash costs and
investments," he said.  "We are currently seeking a new credit
agreement that will provide us substantially more covenant
flexibility and funding stability to meet our financing
requirements.  We have received financing commitments from banks
for multi-year credit facilities and expect to replace our current
agreement with a new facility during the second quarter 2005."

Maytag Corporation is a leading producer of home and commercial
appliances.  Its products are sold to customers throughout North
America and in international markets.  The corporation's principal
brands include Maytag(R), Hoover(R), Jenn-Air(R), Amana(R),
Dixie-Narco(R) and Jade(R).

                         *     *     *

At Jan. 1, 2005, Maytag's balance sheet reflected a $75,024,000
stockholders' deficit, compared to $65,811,000 of positive equity
at Jan. 3, 2004.

As reported in the Troubled Company Reporter on Apr. 29, 2005,
Moody's Investors Service downgraded Maytag Corporation's senior
unsecured ratings to Ba2 from Baa3 and the short-term rating to
Not Prime from Prime-3.  At the same time the Ba2 senior unsecured
note rating was placed on review for possible further downgrade.
Moody's also assigned a new senior implied rating of Ba2.  Moody's
says the outlook for the ratings remains negative.

The ratings downgraded are:

   * Senior unsecured rating to Ba2 from Baa3; the rating is
     placed on review for possible further downgrade

   * Issuer rating to Ba2 from Baa3,

   * Short term rating to Not Prime from P-3.

The rating assigned:

   * Senior implied rating of Ba2.

As reported in the Troubled Company Reporter on Apr. 28, 2005,
Fitch Ratings has downgraded the senior unsecured rating on Maytag
Corporation to 'BB' from 'BB+' and has withdrawn the commercial
paper rating.  Fitch says the Rating Outlook is Negative.  On Jan.
1, 2005, Maytag had approximately $979 million of senior unsecured
debt and no commercial paper outstanding.

As reported in the Troubled Company Reporter on Apr. 26, 2005,
Standard & Poor's lowered its long-term corporate credit and
senior unsecured debt ratings on home and commercial appliance
manufacturer Maytag Corp. to 'BB+' from 'BBB-'.

At the same time, the 'A-3' short-term corporate credit and
commercial paper ratings on the Newton, Iowa-based company were
withdrawn.  The ratings were removed from CreditWatch, where they
were placed Jan. 28, 2005, following weaker-than-expected fourth
quarter results and Standard & Poor's ongoing concerns about
Maytag's ability to improve its operation performance.

S&P says the outlook is stable.  Total debt outstanding at
April 2, 2005, was about $970 million.


MERIDIAN AUTOMOTIVE: Wants to Hire Ordinary Course Professionals
----------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates
regularly utilize the services of various attorneys, accountants,
financial advisors and other professionals in the ordinary course
of their business operations.

The OCPs provide services to the Debtors in a variety of discrete
matters unrelated to the Debtors' Chapter 11 cases, including,
but not limited to, general litigation, employment and labor law,
intellectual property law, accounting, auditing, financial
advisory and tax matters.

The Debtors seek authority from the U.S. Bankruptcy Court for the
District of Delaware to continue to utilize the services of the
OCPs postpetition without the necessity of filing formal
applications for the employment and compensation of each
OCP pursuant to Sections 327, 328, 329, 330 and 331 of the
Bankruptcy Code.

Due to the number and geographic diversity of the OCPs that are
utilized by the Debtors, it would be costly and administratively
burdensome to both the Debtors and the Court to ask each OCP to
apply separately for approval of its employment and compensation.

The Debtors represent that:

   (a) they wish to employ the OCPs as necessary for the day-to-
       day operations of their businesses;

   (b) the fees and expenses incurred by the OCPs will be kept to
       a minimum; and

   (c) the OCPs will not perform substantial services relating to
       bankruptcy matters without Court permission.

The Debtors ask the Court to approve uniform procedures for the
retention and compensation of the OCPs:

   (1) The Debtors will pay the OCPs 100% of its fees and
       expenses, provided that the fees (excluding expenses) do
       not exceed $30,000 per month on average over the prior
       rolling three-month period.

   (2) If the fees exceed the cap, the OCP will be required to
       seek Court approval.

   (3) Each OCP will file with the Court and serve on parties-in-
       interest an affidavit within 30 days of commencing
       postpetition services to the Debtors.

   (4) The Notice Parties have 10 days after receiving an
       affidavit to object to the Debtors' retention of an OCP.
       The parties are encouraged to resolve their dispute before
       seeking Court intervention.

   (5) Beginning on September 30, 2005, and on each December 31,
       March 31, June 30 and September 30 of every year
       thereafter in which the Debtors' Chapter 11 cases are
       pending, the Debtors will file with the Court and serve on
       the Notice Parties a statement that provides information
       about the OCPs retained.

   (6) The Debtors are free to supplement or revise their list of
       OCPs, as applicable.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Wants to Give $10 Million to Foreign Units
---------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to continue to advance funds to their non-debtor foreign
subsidiaries.

Based on their internal financial projections, the Debtors
estimate that they will be required to advance approximately
$10,000,000 to:

   (1) Meridian Automotive System, S. de R.L. de C.V., their
       Mexican subsidiary,

   (2) Voplex of Canada, and

   (3) Meridian Automotive Systems-DO Brazil LTDA

over the next 14 months to ensure that these subsidiaries have
sufficient financing for their operations.

The Debtors explain that, absent adequate financing, there is a
substantial likelihood that the Foreign Subsidiaries would not be
able to continue operations.  Moreover, the Foreign Subsidiaries'
continued operations provide additional revenue to the Debtors
and strengthens customer relations with various OEM customers.

The DIP Credit Agreement with JPMorgan Chase Bank, N.A., permits
the Debtors to advance funds to the Foreign Subsidiaries.

                         Meridian Mexico

Meridian Mexico supports the Debtors' OEM customers in Mexico and
the United States.  Its Celaya operations molds, assembles and
paints automotive and heavy truck exterior composite components
and assemblies, which are supplied to OEM customers, including
General Motors, DaimlerChrysler, Ford and Nissan.

Meridian Mexico's Muzquiz operations manufactures interior
automotive plastic components, which are shipped to other
manufacturing facilities to be incorporated into end-product
component parts that are in turn shipped to the Debtors' various
OEM customers.

Meridian Mexico will open a third facility in Sabanis, Mexico,
later this year.  The Sabanis operations will also manufacture
various automotive component parts.

Debtor Meridian Automotive Systems - Mexico Operations, LLC, owns
a 99.97% interest in Meridian Mexico, and the remaining 0.03%
interest is owned by Debtor Meridian Automotive Systems, Inc.
The current book value of the Debtors' equity interests in
Meridian Mexico is approximately $17,000,000.

The Debtors expect to advance $8,500,000 to Meridian Mexico to
fund the start up costs of the Sabanis facility and the Muzquiz
facility, pay for tools used to manufacture parts for
DaimlerChrysler at the Celaya operations, and fund working
capital shortages and address timing issues.

                             Voplex

Voplex is a wholly owned subsidiary of Debtor Meridian Automotive
Systems - Composites Operations, Inc.  The Branford, Ontario-
based subsidiary manufactures interior automotive plastic
components for the Debtors' OEM customers, including General
Motors, DaimlerChrysler, Honda and Mitsubishi.

The Debtors' current internal projections indicate that Voplex's
financial performance for fiscal year 2005 will not be as strong
as in fiscal year 2004.  Based on those projections, the Debtors
estimate that that they will need to advance up to, but no more
than, $200,000 to finance Voplex's operations.

                         Meridian Brazil

Meridian Brazil is a wholly owned subsidiary of Meridian
Automotive Systems - Composites Operations.  It manufactures
exterior composite components for the automotive and other
industries.  Meridian Brazil's customers include Eaton, Valeo,
General Electric and Singer.

The Debtors estimate that they will need to advance up to, but no
more than, $1,000,000 to Meridian Brazil to pay past due and
owing taxes.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Seeks Priority Status for Intercompany Claims
------------------------------------------------------------------
In the normal operation of their businesses, Meridian Automotive
Systems, Inc., and its debtor-affiliates engage in intercompany
transactions involving intercompany trade and intercompany capital
needs.  Intercompany trade relates to the transaction for goods
and services.  The intercompany capital needs are transactions
through which the Debtors fund their working capital needs.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, informs the U.S. Bankruptcy Court for the
District of Delaware that there are numerous intercompany claims
that reflect intercompany receivables and payments made in the
ordinary course of the Debtors' businesses, including, but not
limited to:

   1.  Trade receivables and trade payables

       Certain Debtors receive checks and wire transfers from
       customers, and fund payables on behalf of various other
       Debtors.  In many instances, the Debtors' funds are
       commingled throughout the Cash Management System.  At any
       given time, there may be Intercompany Claims owing among
       the Debtors.  The Debtors' intercompany accounts reflect
       the net position of both receipts and disbursements
       received or made on behalf of the each Debtor.

   2.  Centrally billed expenses

       The Debtors incur centrally billed expenses, like
       insurance premiums, payroll, 401(k) payments, benefits,
       payroll taxes, other taxes, workers' compensation
       obligations, and leased equipment.  Leased equipment
       charges are allocated among to the Debtors.

   3.  Corporate expense allocation

       Charges for corporate expenses provided by the Debtors are
       allocated to each Debtor based on the cost of the service
       provided, directly identifiable costs and other allocation
       methods.

   4.  Advances

       The Debtors may make advances to each other to fund their
       operations.

   5.  Accrued interest

       The Debtors may owe interest to each other for outstanding
       Intercompany Claims.  The interest is charged quarterly
       based on the net intercompany Claims outstanding at the
       end of quarter month.

To ensure each individual Debtor will not fund, at the expense of
its creditors, the operations of another entity, the Debtors ask
the Court to grant all postpetition Intercompany Claims
administrative priority expense status pursuant to Sections
503(b)(1) and 364(b) of the Bankruptcy Code.

Each entity will continue to bear ultimate repayment
responsibility for the ordinary course transactions.

Mr. Brady tells Judge Walrath that administrative expense
treatment for intercompany transactions has been granted in other
comparable Chapter 11 cases in the Delaware District, such as In
re Federal-Mogul Global, Inc., Case No. 01-10578 (Bankr. D. Del.
Oct. 4, 2001); In re NationsRent Inc., Case No. 01-11628 (Bankr.
D. Del. Dec. 18, 2001); In re FFC Holding, Inc., Case No. 01-2399
(Bankr. D. Del. July 18, 2001).

According to Mr. Brady, the Debtors maintain records of all
Intercompany Transactions and can ascertain, trace and account
for all Intercompany Transactions.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MIRANT CORP: Court Approves IRS & Southern Co. Closing Agreement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved a closing agreement among Mirant Corporation and its
debtor-affiliates, The Southern Company and the Internal Revenue
Services.

As reported in the Troubled Company Reporter on April 14, 2005,
Mirant Corporation was a wholly owned subsidiary of The Southern
Company from the date of its incorporation until September 27,
2000.  Mirant was later spun off from Southern as an independent,
publicly traded company in 2001.

The transition was accomplished in two steps.  Mirant issued
approximately 20% of its stock to the public in an "initial public
offering."  Then, Southern "spun off" the remaining stock of
Mirant as a tax-free stock dividend to its shareholders.

Prior to the Spin-Off, Southern was the "common parent" within
the meaning of Section 1504(a) of the Internal Revenue Code of
1986, as amended, of a group of affiliated corporations, which
included the Debtors and their non-debtor affiliates.  As the
"common parent," Southern filed a consolidated federal income tax
return on behalf of itself and its affiliates on a calendar year
basis.  Additionally, Southern filed consolidated, combined or
unitary state income tax returns on behalf of its affiliates.  As
a result of, and with respect to tax periods subsequent to, the
Spin-Off, Southern is no longer the "common parent" of the Mirant
Entities and, therefore, no longer files federal and state
returns on behalf of the Mirant Entities.

              The Tax Indemnification Agreement

In conjunction with the Spin-Off, the Mirant Entities and
Southern and its affiliates entered into various "separation
agreements," including a Tax Indemnification Agreement, dated
September 1, 2000.  The Tax Indemnification Agreement provides
that Mirant will indemnify Southern for tax liabilities
attributable to the Mirant Entities prior to the Spin-Off.  To
date, Southern has filed a number of proofs of claim against the
Debtors asserting both contingent and liquidated claims and non-
contingent and unliquidated claims under the various separation
agreements including the Tax Indemnification Agreement.

               Mirant's Dual Resident Corporations

As of the date of the Spin-Off, Mirant indirectly owned, through
its subsidiaries, certain dual resident corporations.  A DRC is a
domestic corporation or any "separate unit" of a domestic
corporation that is subject to the income tax of a foreign
country on its worldwide income or on a residence basis.  A net
operating loss incurred by a DRC in a year in which the
corporation is a DRC is a "dual consolidated loss" unless the
loss cannot be used by the DRC or any of its affiliates under the
foreign country's income tax laws.

As a general rule, Section 1503(d) of the Internal Revenue Code
provides that, if a member of an affiliated group incurs a DCL,
the DCL may not be used to reduce the taxable income of any
domestic affiliate for either the taxable year in which the loss
occurred or any other taxable year, regardless of whether the
loss may be applied to reduce the income of a foreign affiliate
under the applicable income tax laws of another country, and
regardless of whether the income of the foreign affiliate that
the loss may offset is, has been or will be, subject to tax in
the United States.  Rather, a DCL may only be used to offset the
income of the member that incurred the loss.

Notwithstanding, DCLs may be utilized by other domestic
affiliates within a consolidated group if the group has filed an
agreement with the IRS permitting the utilization, in accordance
with the elective relief provisions set forth in Treas. Reg.
Sections 1.1503-2(g)(2) and 1.1503-2T(g)(2).

For the taxable years ending December 31, 1999, and December 31,
2000, and the short year ending April 2, 2001 -- Pre-Spin-Off
Years -- Southern filed all of the appropriate elections and
agreements with the IRS to take advantage of the elective
provisions.  Accordingly, Southern applied all of the DCLs
generated by the Mirant Entities' DRC subsidiaries during the
Pre-Spin-Off Years against income incurred by entities contained
in Southern's consolidated group during the time period.

Use of the DCLs in accordance with Treas. Reg. Section
1.1503-2(g)(2), however, is not unconditional.  Rather, these
elective relief provisions delineate various "triggering events,"
which in the event of their occurrence require a consolidated
group to recapture and report as income the amount of any DCL
that was previously utilized plus an interest charge in the
taxable year in which the triggering event occurred.

In the absence of a waiver by the IRS, the Spin-Off itself is
considered a "triggering event" and, as the parent of the group,
Southern is liable to the IRS for any additional taxes owing as a
result of the recapture.

The Debtors estimate that if the IRS requires Southern to
recapture the Pre-Spin DCLs, this will result in a recapture by
Southern of approximately $75 million in income, which would
cause an income tax liability of approximately $26.5 million.
Upon Southern satisfying its obligations to the IRS, Southern
could assert a claim against Mirant for a corresponding amount
under the Tax Indemnification Agreement for the Recapture Tax
Liability.

                      The Closing Agreement

The IRS can waive a "triggering event" that would otherwise
require a recapture of the DCLs as income, provided that the
consolidated group and the DRC or domestic owner, as the case may
be, leaving the group enters into a "closing agreement" with the
IRS.  Under the Treasury Regulations, the closing agreement must
provide that both the parent and the separating subsidiary will
be jointly and severally liable for the total amount of the
recapture of DCLs and interest charges should a subsequent
"triggering event" occur after the date of the closing agreement.

Additionally, a domestic corporation separating from its
consolidated group must further agree to treat any potential
recapture amount as an unrealized built-in gain for purposes of
Section 384(a) of the Internal Revenue Code, subject to any
applicable exceptions thereunder.

To prevent the Spin-Off from being considered a "triggering
event" that would otherwise require Southern to recapture the
Pre-Spin DCLs, the Mirant Entities entered into the Closing
Agreement with the IRS and Southern.  Under the Closing
Agreement, the IRS agreed that the Spin-Off will not be
considered a "triggering event" that would require Southern to
report the Recapture Amount.  In exchange, Mirant agreed to be
liable to the IRS -- and Southern agrees to be jointly liable --
for any Pre-Spin DCLs in the event of the occurrence of a
subsequent "triggering event."

The salient terms of the Closing Agreement are:

   (a) The parties agree that the Spin-Off constitutes a
       triggering event under Treas. Reg. Section 1.1503-
       2(g)(2)(iii)(A)(2) that would otherwise require the
       recapture of Pre-Spin DCLs under Treas. Reg. Section
       1.1503-2(g) (2) (vii).  Notwithstanding, the parties agree
       that the triggering event does not require the recapture
       of the Pre-Spin DCLs plus an interest charge;

   (b) Southern and the Mirant Entities will be jointly and
       severally liable for the total amount of recapture of the
       Pre-Spin DCLs caused by any subsequent triggering event,
       as described under Treas. Reg. Section 1.1503-
       2(g)(2)(iii), and any related interest charge, under
       Treas. Reg. Section 1.1503-2(g)(2)(vii), to the extent the
       triggering event does not fall under the express
       exceptions provided in Treas. Reg. Section 1.1503-
       2(g)(2)(iv)(A) or (B);

   (c) Transactions otherwise constituting triggering events
       applicable to the Pre-Spin DCLs under Treas. Reg. Section
       1.1503-2(g)(2)(iii)(A) will not constitute a triggering
       event if the transactions occur in any taxable year after
       the 15th taxable year following the year in which the
       Pre-Spin DCLs were incurred.  These events under Section
       1.1503(g)(2)(iii)(A) include transactions pursuant to
       which an affiliated DRC or affiliated "domestic owner"
       -- a domestic corporation that owns one or more separate
       units -- ceases to be a member of the consolidated group
       that filed the election;

   (d) The Mirant Entities agree to treat any potential recapture
       amount under Treas. Reg. Section 1.1503-2(g)(2)(vii) as
       unrealized built-in gain for purposes of Section 384(a) of
       the IRC, to the extent the amount is not subject to any
       applicable exceptions.  The Mirant Entities agree that the
       total recapture amount will constitute a recognized built-
       in gain for the Mirant Entities for purposes of Section
       384(a) of the Internal Revenue Code, to the extent the
       is not subject to any applicable exceptions;

   (e) The Mirant Entities agree to comply with all of the
       reporting requirements with respect to the taxable years
       ended December 31, 1999, December 31, 2000, and the short
       period ended April 2, 2001; and

   (f) If the amount of the Pre-Spin DCLs is adjusted by the IRS,
       judicial authority, or otherwise in a final determination
       of taxes for taxable years ending December 31, 1999,
       December 31, 2000, or for the short period ended April 2,
       2001, the provisions of the Closing Agreement will apply
       mutatis mutandis to the final adjusted loss amounts.  The
       Closing Agreement identifies four sources of DCLs that
       could potentially be the subject of recapture after the
       Spin-Off, as a result of subsequent triggering events.
       All the losses are attributable to entities defined in the
       Section 1503 Regulations as "hybrid entity separate
       units," which are entities that are not taxable as
       corporations for United States income tax purposes but are
       subject to income tax in a foreign country as corporations
       either on world-wide income or based on their residence.

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


MIRANT CORP: Court Approves Seattle Settlement Agreement
--------------------------------------------------------
Before Mirant Corporation and its debtor-affiliates filed for
bankruptcy, Mirant Americas Energy Marketing, LP, and the Light
Department of the City of Seattle were parties to a Western
Systems Power Pool Agreement, where the parties agreed to sell and
purchase electricity through a series of transactions, each for an
amount to be determined at a later date.  The terms of each
Transaction would be governed by the Pool Agreement and by written
confirmation agreements.  At the end of each monthly billing
cycle, monthly net bills are sent to the appropriate party
detailing the total charges for electricity delivered pursuant to
that month's aggregate Transactions.

Pursuant to a Confirmation Agreement dated April 12, 2002, MAEM
agreed to purchase from Seattle a maximum of 81,600 MWhs of
electricity at a contract price of $25.00/MWh for the period from
May 1, 2003, to June 30, 2003.  Pursuant to the April 12th
Confirmation, as of the Petition Date, MAEM owed Seattle
$1,000,000 for electricity purchased.

Pursuant to a Confirmation Agreement dated September 5, 2002,
MAEM purchased real power loss energy to MAEM, to be delivered to
the Bonneville Power Administration at a location and on a
schedule that fulfilled the requirements of the BPA Open Access
Transmission Tariff, for the period from October 1, 2002, to
September 30, 2003.  Pursuant to the September 5th Confirmation,
as of the Petition Date, MAEM owed Seattle $179,726 for loss
provider sales, representing $138,990 for June loss provider
sales and $40,735 for loss provider sales in the portion of July
arising prior to the Petition Date.

Additionally, MAEM owes Seattle $279 arising from an adjustment
to the amount originally invoiced by Seattle in May 2003.

Pursuant to various written confirmations and verbally confirmed
transactions from June 2003 through October 2003, Seattle
purchased electricity from MAEM.  As a result of the written
confirmations and verbally confirmed transactions, Seattle owes
MAEM $124,502 for electricity purchases prior to the Petition
Date and $423,038 for electricity purchases subsequent to the
Petition Date, for an aggregate amount of $547,540.

Prior to the Petition Date, MAEM secured its performance
obligations under the Pool Agreement through the issuance of a
$500,000 Irrevocable Standby Letter of Credit, dated February 4,
2003, as amended, with Wachovia Bank, N.A.  As a result of MAEM's
bankruptcy filing, on July 25, 2003, Seattle drew upon the Letter
0of Credit and applied the funds to MAEM's June 2003 energy
purchases, thus reducing the amount owed to Seattle by MAEM on
account of prepetition energy sales to $680,006.  In addition to
the Seattle Prepetition Claim, MAEM owes Seattle $24,109 on
account of postpetition energy sales.

On January 12, 2004, Seattle filed Claim No. 7568 in the Mirant
Chapter 11 case on account of the Seattle Prepetition Claim.
Seattle amended the Claim with Claim No. 8007 on August 18, 2004.

Seattle has not remitted to MAEM the amounts owed on account of
MAEM's claim.  Seattle alleges that it has a valid right of
recoupment or set-off.

MAEM disputes Seattle's right to withhold the amounts.
Specifically, the Debtors believe Seattle does not have the right
to recoup the Seattle Prepetition Claim against MAEM's
Postpetition Claim.  MAEM and Seattle agree that any set-off of
the MAEM Prepetition Claim against the Seattle Prepetition Claim
requires approval pursuant to Section 553 of the Bankruptcy Code
by the Bankruptcy Court.

To resolve the dispute, the Debtors entered into a settlement
agreement with Seattle, which was approved by the Court.  The
Debtors agree that Seattle may set off the MAEM Prepetition Claim
against the Seattle Prepetition Claim.  The set-off will result
in a $555,504 prepetition claim in favor of Seattle.

Seattle will pay to MAEM $398,928 -- the amount by which the MAEM
Postpetition Claim exceeds the Seattle Postpetition Claim.

The Settlement Agreement bars each party from asserting any
claim, cause of action or right to payment against the other in
respect of the Pool Agreement based in whole or in part on any
fact, event, occurrence, condition or thing first coming into
existence on or prior to October 31, 2003.

The Debtors find the Settlement Agreement fair and reasonable.
Although they would likely succeed in the litigation of the
issue, the Debtors believe that that success would likely be
limited to the amount of the Net MAEM Claim.  By entering into
the Settlement Agreement, the Debtors will receive the Net MAEM
Claim without the necessity of litigation.

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


MIRANT CORP: EPA Says Plan Proposes Provisions "Forbidden by Law"
-----------------------------------------------------------------
The United States of America, on behalf of the Environmental
Protection Agency, tells Judge Lynn that Mirant Corporation and
its debtor-affiliates' Disclosure Statement contains inadequate
information to permit the Government, interested parties, and the
Court from determining and fully understanding whether the Plan,
as proposed, is lawful.

Specifically, the Government says, the Plan:

    -- appears to violate Sections 1129(a)(1) and 1129(a)(3) of
       the Bankruptcy Code by proposing provisions that are
       "forbidden by law" and inconsistent with the Bankruptcy
       Code; and

    -- fails to provide adequate information as to the legality of
       the Debtors' basis for including provisions that threaten
       public health and safety.

Alan S. Tenenbaum, Esq., National Bankruptcy Coordinator,
Environmental Enforcement Section, Environment and Natural
Resources Division of the U.S. Department of Justice, in
Washington, D.C., explains that the United States, through the
EPA, is charged with the police and regulatory responsibility to
protect public health and the environment under several
environmental statutes, including the:

    -- Resources Conservation and Recovery Act;
    -- Clean Water Act;
    -- Oil Pollution Act;
    -- Toxic Substances Control Act; and
    -- Comprehensive Environmental Response, Compensation and
       Liability Act.

The Environmental Statutes are designed, inter alia, to ensure
that owners and operators of industrial facilities in the United
States take necessary steps to protect the public from serious
environmental dangers.

As pointed out in Westland Oil Development v. Mcorp Management
Solutions, 157 B.R. 100, 102 (S.D. Tex 1993), Mr. Tenenbaum
relates, disclosure is "the pivotal concept in Chapter 11
reorganization."  The Debtors are required to disclose fully what
they are proposing to do and may not attempt to hide what they
are doing, particularly on matters affecting public health and
safety.

                    Discharge of Causes of Law

Mr. Tenenbaum argues that the Plan seeks to provide the Debtors a
"superdischarge" beyond that provided by the Bankruptcy Code and
contrary to applicable Fifth Circuit law.  For example, the Plan
seeks to discharge or preclude "causes of action," a term that is
not used in the Bankruptcy Code, and seeks to go beyond the
Code's already expansive definition of a "claim."  Mr. Tenenbaum
contends that including that term would rewrite the Code's
provisions governing equitable remedies -- like injunctions to
protect public health and safety -- that are not within the
Code's definition of claim.

According to Mr. Tenenbaum, the Disclosure Statement should, at a
minimum:

    (a) disclose exactly what the Plan is proposing with regards
        to correct term definition so that there is no room for
        confusion;

    (b) set forth the specific equitable remedies that may not be
        claims that the Plan seeks to discharge or preclude;

    (c) set forth the specific acts or conduct that may not yet
        have resulted in claims that have arisen but that the Plan
        seeks to discharge or preclude;

    (d) describe the effect on public health and safety that may
        be involved; and

    (e) state the legal basis for the provisions in a Plan.

In particular, Mr. Tenenbaum contends that if the Debtors are
proposing to dispute their obligation to comply with public
health and safety protection with respect to property they will
own and operate in the future, their Disclosure Statement (i)
should clearly set forth that this is what they are proposing to
do, (ii) describe the effects and risks to public health and
safety, and (iii) discuss in detail the legal basis for why that
Plan should not be found to be forbidden by law, in bad faith,
against public policy, and contrary to the Bankruptcy Code.

Mr. Tenenbaum notes that the Bankruptcy Code does not mandate
that every company be reorganized at all costs.  Thus, he says,
if the Debtors are not prepared to comply with environmental laws
governing their ongoing properties and operations, they cannot
reorganize.

                   Release of Protected Persons

Furthermore, Mr. Tenenbaum continues, the Plan is ambiguous as to
whether the Plan releases numerous categories of non-debtors,
called "Protected Persons."  "The Release Provisions are
inconsistent with Section 524(e) of the Bankruptcy Code and Fifth
Circuit case law on non-debtor releases."  Section 524(e)
provides that a debtor's discharge does "not affect the liability
of any other entity . . . for the debt."

                       Exclusive Jurisdiction

Article XVI of the Plan, Mr. Tenenbaum says, provides the
Bankruptcy Court with "exclusive jurisdiction" over various vague
categories of matters, including matters "relating in any way" to
the Plan or interpreting the Plan.

Mr. Tenenbaum observes that the Exclusive Jurisdiction Provision
could be misconstrued to divest other courts and tribunals with
jurisdiction over the activities of Reorganized Mirant, including
activities regulated under environmental laws.  "Exclusive
jurisdiction" is a particular danger, Mr. Tenenbaum says, given
that the Debtors have included language in their Plan that they
may contend immunizes them from having to comply with public
health and safety laws governing their future operations and
property.

Mr. Tenenbaum asserts that the Disclosure Statement should state
more clearly whether or not it is trying to divest other
tribunals of their valid jurisdiction and state more precisely
which tribunals and statutes for which the Plan seeks to divest
jurisdiction.  The Disclosure Statement should also discuss why
the Exclusive Jurisdiction Provision is not directly contrary to
the Fifth Circuit's limitations on the post-confirmation
jurisdiction of the bankruptcy courts over the activities of a
reorganized debtor, Mr. Tenenbaum adds.

The United States Government asks the Court not to approve the
Amended Disclosure Statement as currently drafted.

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)


NDCHEALTH CORP: Moody's Holds Ratings as Lenders Waive Default
--------------------------------------------------------------
Moody's Investors Service confirmed NDCHealth Corporation's senior
secured bank debt rating at B1, its senior subordinated notes
rating at B3, and its senior implied rating at B1, concluding a
review for downgrade initiated January 6, 2005.  The rating
outlook is negative.

Ratings Confirmed:

   * Senior Implied Rating of B1
   * $125 Million Term Loan due 2008 rated B1
   * $100 Million Revolving Credit Facility due 2008 rated B1
   * $200 Senior Subordinated Notes due 2012 rated B3
   * Long Term Issuer Rating rated B2

The ratings confirmation reflects the company's March 2005
attainment of a waiver from lenders restoring access to its
revolving credit facilities, its continued focus on debt
reduction, and its divestiture of operations detrimental to its
operating profitability.

The confirmation also reflects Moody's expectation that the
company, with its current debt to EBITDA leverage of just under
3.0x, will experience modest cash inflows in the near term and a
return to stable financial operating performance, further debt
reduction, and more ample free cash flow generation over the
longer term.

Moody's believes the company's near term challenges include its
management of cyclically subdued industry demand for
pharmaceutical information from its pharmaceutical manufacturer
clients, the potential for increased investment associated with
the protracted development of its strategically important chain
pharmacy network processing solution (EnterpriseRx), subdued
growth prospects from its network clients in the secularly
declining U.S. independent pharmacy market, and working capital
use associated with integration projects in its information
services business.

Moody's considered NDCHealth in the context of key transaction
processor rating drivers, including:

   1) Market Position

      NDCHealth has a leading market position for regional and
      independent U.S. pharmacy prescription claims processing
      (company processes over 70% of U.S. 3rd party pharmacy
      claims) and is the second largest vendor of prescription
      drug data information to pharmaceutical manufacturers.
      However, the company has much smaller positions in growing
      U.S. chain and no position mail order pharmacy systems
      markets, which it plans to enlarge.  In its prescription
      drug information business, NDCHealth's U.S. focused business
      faces ongoing competition from a much larger rival with a
      worldwide presence.  In Moody's view, EnterpriseRx
      represents a strategically important potential growth driver
      for both the company's pharmacy systems and information
      businesses; a successfully executed launch would likely
      increase the company's market position in an attractive
      pharmacy systems market and could potentially enable the
      company to rely less on the purchase of third party
      prescription drug data in its information business, which
      has been a growing expense.

   2) Exposure to businesses in secular decline

      Moody's believes that ongoing consolidation of the U.S.
      retail pharmacy industry has positioned NDCHealth's pharmacy
      processing client base of independent pharmacies in secular
      decline.

   3) Customer Concentration

      The company maintains a diversified client base within its
      hospital, physician, and pharmacy network processing and
      systems businesses.  However, the company only has one
      client currently under agreement to develop EnterpriseRx and
      system test is unproven.  In addition, client revenues in
      its information business are concentrated; revenues from the
      company's top five pharmaceutical manufacturer clients
      (global pharmaceutical manufacturers experiencing capital
      spending constraints cyclical through at least 2005)
      represented over 17% of the company's fiscal 2004 revenues.

   4) Event Risk

      The company's weaker than anticipated financial performance
      has led its Board of Directors to announce in February 2005
      their consideration of a potential sale of the company,
      which may further weaken cash flow coverage of debt.
      However, covenant limitations on asset sales and change in
      control provisions protect bank debt and unsecured note
      holders for sales of assets in excess of $15 million and for
      changes in control of 50% or more of voting stock.

   5) Technology Risk

      Given the unproven track record of EnterpriseRx, Moody's
      believes the potential exists for further software
      investment to develop the customized features of the
      software, which could further depress cash flow.

   6) Liquidity

      The company's cash and cash equivalents amounted to a modest
      $20 million at February 25, 2005.  However, the company has
      achieved waivers to regain access to its $100 million
      revolving credit facilities and have expanded the under the
      financial covenants of the facilities, especially the debt
      to EBITDA financial covenant of the facilities, which should
      allow for greater financial flexibility over at least the
      near term.  For its fiscal year ending May 27, 2005, Company
      expects to reduce debt outstanding to below $312 million at
      February 25, 2005, primarily from proceeds from its
      completed sale of its Canadian operations and equity
      interests in HealthTrans and the potential sale of its
      German operations.  Financial covenants for senior credit
      facilities have been amended three times within the past
      five months to provide flexibility.  The debt to EBITDA
      covenant of the facilities ratchets to 3.75x in the fourth
      fiscal quarter ending May 2005, to 3.5x for the first and
      second fiscal quarters ending August 2005 and November 2005,
      and to 3.25x thereafter.  The company's trailing twelve
      months free cash flow has weakened to $15 million for the
      period ended February 2005 from approximately $50 million in
      each of the company's prior two fiscal years ended May 2004
      and May 2003, due to subdued pharmaceutical manufacturer
      client demand, declining sales of legacy pharmacy network
      systems, operating losses from international divisions which
      are being divested, working capital outflows associated with
      challenges of information business integration projects,
      sustained software development costs, and higher legal,
      audit, and internal financial controls costs. Ongoing
      liquidity needs include $10.5 million semiannual interest
      payments (June 1st and December 1st) on the company's 10%
      $200 million subordinated notes (due 2012).

Rating Outlook

The negative outlook reflects the company's challenge to launch
its national chain pharmacy network product offering,
EnterpriseRx, to offset flat to declining sales to secularly
declining independent and regional pharmacies.  The ratings could
be stabilized upon material evidence of EnterpriseRx sales and
profit traction subsequent to its beta site implementation, which
the company anticipates will occur in the second half of calendar
2005 and upon improvements to project work completion, which has
weakened working capital and free cash flow generation over the
trailing twelve months.

NDCHealth, headquartered in Atlanta, Georgia, is a network-based
health information company. Revenues for 2004 approximated
$433 million.


NORTH AMERICAN MEMBERSHIP: Moody's Junks Planned $20M Term Loan
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to North American
Membership Group Inc.'s proposed $75 million first lien term loan
B and a Caa1 rating to its proposed $20 million second lien term
loan, which are intended to replace its proposed $95 million term
loan B (rated B2 on April 8, 2005) that was cancelled.
Concurrently, Moody's withdrew the B2 rating assigned to the
proposed $95 million term loan B.  Pro-forma for the
aforementioned capital mix changes, Moody's affirmed the B2 senior
implied rating and the B2 rating assigned to the company's
proposed $20 million first lien revolving credit facility.

The ratings reflect significant leverage, significant customer
attrition rates consistent with the industry and modest operating
margins.  The ratings also reflect the company's large and diverse
membership base, long-term track record and solid growth in long
term memberships and product revenues.

Moody's took these rating actions:

   * affirmed $20 million senior secured first lien revolving
     credit facility due 2010, rated B2;

   * assigned $75 million senior secured first lien term loan B
     facility due 2011, rated B2;

   * assigned $20 million senior secured second lien term loan
     facility due 2011, rated Caa1;

   * withdrew $95 million senior secured first lien term loan B
     facility due 2011, rated B2;

   * affirmed senior implied rating, rated B2;

   * lowered senior unsecured issuer rating to Caa2;

The ratings outlook is stable.

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

NAMG is a wholly owned subsidiary of North American Membership
Group Holdings Inc., a company, which is controlled by Doughty
Hanson & Company, the financial sponsor.  Proceeds from the
$75 million first lien term loan B facility and $20 million
second lien term loan facility are expected to be used to pay a
$48 million distribution to the company's parent to redeem
preferred stock, repay existing senior secured indebtedness, pay
transaction expenses and for working capital purposes.  The
revolver is expected to be unused and fully available at closing.
Upon the closing of the proposed financing, North American
Membership Group Holdings Inc. is expected to have about
$54 million of preferred stock outstanding.  The preferred stock
will have no fixed mandatory redemption date, will allow for cash
dividends only after the maturity of the senior secured credit
facility and will be redeemable at the option of the holder in the
event of a change in control.

The ratings reflect the challenges facing the company's membership
based business including significant customer attrition rates
consistent with the industry, modest growth of the membership base
and modest operating margins.  The company has historically spent
over 30% of sales on member marketing and retention expenses.  Due
to the high level of marketing expenses, operating margins are
relatively low at about 6% in 2004.

The company has managed to increase revenues and profitability
despite these challenges. Revenues have increased from $180
million in 2002 to $211 million in 2004. Operating income during
this time frame has grown from about $5 million to $12 million.
The growth in revenues and operating profits is mainly
attributable to the increased sale of long term memberships and
products.

Product revenues grew from about $80 million in 2002 to about $101
million in 2004, comprising 48% of 2004 revenues. The sale of
books, videos and other targeted products represent a large
portion of the company's operating profit. Product revenues have
benefited from the increase in long term members, who generally
respond more favorably to product offers.

The company has a long track record in the industry and a large
membership base. At the end of 2004, the company had 4.5 million
active members and sponsored 10 clubs, the oldest of which was
started in 1978.  Club benefits include a magazine, which is
generally distributed six to eight times a year, club website,
special events and product offers.  Club magazines are targeted to
the interests of club members and have circulations that are
generally strong within the special interest category.  The
company has minimal capital expenditure requirements.

The stable ratings outlook reflects Moody's expectation that
increased products sales and long term memberships will lead to
modest revenue growth and operating margin improvements.  Moody's
believes that it will be difficult for the company to
substantially grow its membership base due to continued
significant industry attrition rates and modest plans for new club
launches.  Free cash flow from operations is expected to be
utilized to reduce borrowings under the credit facility.

The ratings or outlook could be upgraded if significant membership
growth or stronger than expected product sales leads to
sustainable free cash flow to debt in the 8-10% range and a
reduction in debt to EBITDA to about 4 times.  The ratings or
outlook could be pressured if a decline in the membership base or
product revenues leads to reduced operating margins and free cash
flow from operations.

The proposed $75 million first lien term loan B facility and
$20 million second lien term loan facility are each secured by
first and second liens, respectively, on all of the company's
assets, including the stock and assets of its domestic
subsidiaries.  The Caa1 rating assigned to the second lien
facility recognizes the effective subordination of second lien
debt holders to a substantial level of first security debt and
lower expected recovery rates in a distress scenario.

Free cash flow to debt pro forma for the new credit facility was
about 2% in 2004 and is expected to be about 1%-3% in 2005.  Pro
forma debt to EBITDA was about 5.9 times in 2004 and is expected
to be about 5.5 times in 2005.

North American Membership Group, Inc., headquartered in
Minnetonka, Minnesota, is the largest club-based affinity
marketing company with about 4.5 million active members.  The
company's revenues are derived from membership fees, product
sales, advertising in the company's targeted magazines and other
ancillary activities.  Revenue for the year ended December 31,
2004 was about $211 million.


PEGASUS SATELLITE: Felton Street Asserts Interest in Fixtures
-------------------------------------------------------------
Felton Street Limited Partnership owns certain commercial real
estate in High Ridge Business Center, in Marlborough,
Massachusetts.  Felton Street leased the Marlborough Facility to
Pegasus Satellite Television, Inc., which consisted of a building
and a surrounding tract of land on which the building is situated.

Bruce B. Hochman, Esq., at Lambert Coffin, in Portland, Maine,
relates that at the time the Lease between Felton Street and PST
was entered into, the building and the surrounding tract of land
were still under construction.  Felton and PST contemplated that
certain construction work and the installation of certain fixtures
would take place prior to PST taking possession.

Following completion or substantial completion of the construction
work and the installation of the fixtures, PST took possession as
tenant.

The Lease was to terminate by its terms on September 30, 2007.
The Lease was amended to, among other things, include PST's option
to purchase.  PST rejected the Lease effective December 31, 2004.

Under the Lease, Felton Street has an ownership interest in:

    -- all alterations and improvements made by PST for which
       Felton Street's consent was required to be requested;

    -- all additions and improvements remaining at the building
       and surrounding tract of land at the Marlborough Facility
       upon expiration or sooner termination of the Lease; and

    -- those fixtures which Felton Street affixed to, built into,
       and or attached to the building and surrounding tract of
       land at the Marlborough Facility.

On November 10, 2004, the U.S. Bankruptcy Court for the District
of Maine gave PST permission to sell certain property located in
the Marlborough Facility through an auction held by Garcel, Inc.,
doing business as The Great American Group.  Felton Street's right
to assert a claim for payment from the proceeds of the Auction for
items sold at the Auction that Felton Street claimed were owned by
it as fixtures was reserved.

Prior to the Auction, Great American valued all of Pegasus
Satellite Communications, Inc. and its debtor-affiliates' auction
lots and the Fixtures between $96,600 and $123,075.  According to
Mr. Hochman, Felton Street relied on Great American's valuation in
calculating its bid.

At the Auction, Felton Street made a successful bulk bid for
certain property in the Marlborough Facility inclusive of the
Fixture Lots for $288,750, comprised of:

             Bulk Bid             $250,000
             10% Premium            25,000
             5% Sales Tax           13,750

Felton Street believes that, since it was the owner of the
Fixtures, it is entitled to the proceeds of the Auction arising
from the sale of the Fixture Lots.  And since it was the
successful bidder at the Auction, Felton Street is also entitled
to a refund of the related sales tax and 10% premium it paid on
its winning bid for the Fixtures Lots.

Accordingly, Felton Street asks the Court to declare that:

    (a) the Fixtures that it purchased at the Auction as part of
        its bulk purchase are its property; and

    (b) it is entitled to payment from Pegasus of the value of the
        Fixture Lots based on Great American's valuation from the
        proceeds of the Auction, along with the attendant sales
        taxes and 10% premium.

Despite Felton Street's requests, PST has failed and refused to
agree to the value of the Fixture Lots or to pay to Felton Street
the amounts due it on the Reserved Claim from the proceeds of the
Auction.

Felton Street asks the Court to direct Pegasus to turn over to it
the proceeds from the Auction equal to the value of the Fixture
Lots plus sales taxes and 10% premium.

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)


REHOBOTH MCKINLEY: Fitch Lowers Rating on $3.7 Mil. Loan to BB+
---------------------------------------------------------------
Fitch Ratings has downgraded the rating on $3.7 million of
outstanding New Mexico Hospital Equipment Loan Council hospital
facility improvement and refunding revenue bonds (Rehoboth
McKinley Christian Hospital Project), series 1996 to 'BB+' from
'BBB-'.  The bonds remain on Rating Watch Negative.

The downgrade reflects Fitch's concern regarding the reliability
of Rehoboth McKinley Christian Hospital's financial statements and
continued turnover in the finance department.  In addition,
Rehoboth's liquidity measures are very weak and there are upcoming
capital needs that may further reduce thin liquidity levels.
Historical disclosure and communication with Fitch has been poor
and sporadic.  Fitch placed Rehoboth's bonds on Rating Watch
Negative on Feb. 22, 2005, due to the delay in providing audited
financial information (fiscal year ended Aug. 31, 2004.

Due to this action, the CEO and Chairman of the Board have been
more responsive and intend to have ongoing communication with
Fitch.  While Fitch received draft audited financial statements,
management had indicated that the final audit would be available
in March of 2005.  The final audit is still not available.

Since Fitch's initial rating in 1996, four different individuals
have held the chief financial officer position. Rehoboth is again
in a transition period with a new chief financial officer
beginning on May 16, 2005.  Management has stated that there may
be material changes to the draft audit for fiscal year 2004 and
the timeline for the completion of the audit is unknown.  Fitch
notes that other executive management positions have been stable
and the CEO has been with the organization for over 10 years.

Rehoboth's draft audit for FY 2004 currently indicates a 1.5%
operating margin, 18.6 days cash on hand, and 2.7 times (x) debt
service coverage.  The current draft audit contains significant
changes to the method for calculating the allowances for accounts
receivable and bad debt.  In addition, there were errors in the
estimate of contractual adjustments, which resulted in
overpayments by third party payors.  Fitch is uncertain of the
magnitude of the potential change in performance from the current
draft audit figures.  The bonds will remain on Rating Watch
Negative until Fitch has had the chance to review the final audit
and most recent interim financial statements, as well as having
further discussion with the management team.

Located in Gallup, NM, approximately 137 miles west of
Albuquerque, Rehoboth McKinley Christian Hospital is a sole
community provider with 113-staffed beds.  Continuing disclosure
to bondholders from the series 1996 issue consists of annual
financial information submitted to the nationally recognized
municipal information repositories through the bond trustee within
150 days, which Fitch views as inadequate.


REGIONAL DIAGNOSTICS: U.S. Trustee Picks 5-Member Creditors Comm.
-----------------------------------------------------------------
The United States Trustee for Region 9 appointed five creditors
to serve on the Official Committee of Unsecured Creditors in
Regional Diagnostics, L.L.C., and its debtor-affiliates' chapter
11 cases:

   1. Hitachi Medical Systems
      America, Inc.
      Attn: Richard S. Katz
      1959 Summit Commerce Drive
      Twinsburg, Ohio 44087
      Phone: 330-425-1313 ext. 4100, Fax: 330-405-8066

   2. Centura X-Ray, Inc.
      Attn: Mark A. Hale
      4381 Renaissance Parkway
      Cleveland, Ohio 44128
      Phone: 216-831-7640, Fax: 216-831-6959

   3. Toshiba America Medical Systems, Inc.
      Attn: Fredric J. Friedberg
      2441 Michelle Drive
      Tustin, California 92780
      Phone: 714-669-5520

   4. MXR
      Attn: Ted Sloan
      4640 Hinckley Industrial Blvd.
      Cleveland, Ohio 44109
      Phone: 216-739-9599, Fax: 216-621-3298

   5. Sourceone Healthcare Tech. Inc.
      Attn: Anthony D. Record
      8020 Tyler Blvd.
      Mentor, Ohio 44060
      Phone: 440-701-1294, Fax: 216-274-9557

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

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


REGISTER.COM INC: Delays Form 10-Q Due to Manual Processing
-----------------------------------------------------------
Register.com, Inc. (Nasdaq: RCOM) reported that the filing of its
Quarterly Report on Form 10-Q for the period ended March 31, 2005,
and its related earnings release will be delayed.

                        Internal Control

The Company is in the process of completing its financial
statements for the first quarter of 2005.  As previously disclosed
in Register.com's 2004 Annual Report on Form 10-K, the Company's
remediation of certain material weaknesses in its internal control
over financial reporting, which include temporary manual controls
and procedures, require extensive and time consuming manual
processing.  Similar manual processing was required in connection
with the preparation of the Company's financial statements
included in its Form 10-K.  Further, the Company devoted
substantial resources towards the completion of its Form 10-K
until its filing on May 4, 2005.  These efforts delayed the
commencement of work on the financial statements for the quarter
ended March 31, 2005.  As a result of the additional work and
delayed start, the Company's Form 10-Q could not be filed by
May 10, 2005 and the Company believes that it will be out of
compliance with Nasdaq marketplace rules as a result of the late
filing.

The Company is working to complete and file its Form 10-Q by the
end of May, however, it cannot provide any assurances that it will
meet this target.  The Company will issue its earnings release and
hold its investor conference call after filing its Form 10-Q.

                     Nasdaq Delisting Notice

Register.com also received a notice on May 9, 2005 from Nasdaq
providing an update on the delisting notice the Company received
from Nasdaq on April 5, 2005, related to its delayed Form 10-K
filing.  The update states that as of the date of the notice, the
Company had satisfied Nasdaq's listing requirements and that the
Company's ticker symbol would be restored to RCOM as of the
opening of trading on Wednesday, May 11, 2005.  However, as a
result of the delay in the Company's Form 10-Q filing, the Company
expects to receive a subsequent notification from Nasdaq regarding
potential delisting, which the Company believes would result in a
change in the Company's ticker symbol to RCOME once again.

                       About the Company

Register.com, Inc. -- http://www.register.com/-- is a leading
provider of global domain name registration and Internet services
for businesses and consumers that wish to have a unique address
and branded identity on the Internet.  With approximately 3.0
million domain names under management, Register.com has built a
brand based on quality domain name management services for small
and medium sized businesses, large corporations, as well as ISPs,
telcos and other online businesses.  The company was founded in
1994 and is based in New York.


S-TRAN HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: S-Tran Holdings, Inc.
             aka STACAS Holdings, Inc.
             728 South Jefferson Avenue
             Cookeville, Tennessee 38501

Bankruptcy Case No.: 05-11391

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Service Transport, Inc.                    05-11391
      Dixie Trucking Company, Inc.               05-11393

Type of Business: The Debtors provide common carrier services and
                  specialized in less-than-truckload shipments.
                  The Debtors supplied overnight and second-day
                  service to shippers in 11 states in the
                  Southeast and Midwestern United States.  The
                  Debtors also serve several other states and
                  Canada through strategic partnerships with
                  carriers in those regions.

Chapter 11 Petition Date: May 13, 2005

Court: District of Delaware

Debtors' Counsel: Laura Davis Jones, Esq.
                  Pachulski, Stang, Ziehl, Young,
                  Jones & Weintraub P.C.
                  919 North Market Street, 16th Floor
                  Wilmington, Delaware 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

                               Total Assets     Total Debts
                               ------------     -----------
S-Tran Holdings, Inc.          $10 Million to   $10 Million to
                               $50 Million      $50 Million

Service Transport, Inc.        $10 Million to   $10 Million to
                               $50 Million      $50 Million

Dixie Trucking Company, Inc.   $100,000 to      $10 Million to
                               $500,000         $50 Million

Consolidated List of Debtor' 30 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Intercraft                       Trade Debt             $479,851
Newell
10B Glenlake Parkway, Suite 600
Atlanta, GA 30328

Best Overnite                    Trade Debt             $238,082
406 Live Oak Avenue
Irwindale, CA 91706

Dartmoor Realty                  Judgement Debt         $199,249
P.O. Box 2709
Cookeville, TN 38502
c/o Garry E. McNabb
Hugh E. Bailey & Associates, PLLC
714 North Dixie Avenue
Cookeville, TN 38501

Pilot Travel Center LLC          Trade Debt             $145,166
MSC 1602901
5508 Lonas Road
Knoxville, TN 37909

Norrenberns Truck Service        Trade Debt             $108,742

Benton Express                   Trade Debt              $99,092

Daylight Transport               Trade Debt              $96,381

Volunteer Volvo and GMC Inc.     Trade Debt              $91,094

Ryder/Phillips                   Trade Debt              $86,129

BDO Seidman LLP                  Trade Debt              $80,049

Transport International Pool     Trade Debt              $70,846

Nacarato Volvo and GMC Trucks    Trade Debt              $65,791

Shippers Express                 Trade Debt              $61,471

Xtra Lease Inc.                  Trade Debt              $60,013

Standard Insurance Company       Trade Debt              $57,560

Three Way Transfer of Arkansas   Trade Debt              $55,230

Yokohama Tire Corporation        Trade Debt              $53,696

JNJ Logistics                    Trade Debt              $52,657
aka JNJ Express Inc.

Midland Transport                Trade Debt              $51,803

Red Roof Inn Corporation         Trade Debt              $41,029

Trans States Express             Trade Debt              $40,695

Bass Berry and Sims PLC          Trade Debt              $40,622

General Trailer Services Inc.    Trade Debt              $39,696

Bandag Inc.                      Trade Debt              $39,502

American Tire Company            Trade Debt              $38,706

Dillon Transportation LLC        Trade Debt              $37,900

Lockton Insurance Company        Trade Debt              $37,896

Schneider Logistics              Trade Debt              $37,047

Colonial Supplemental            Trade Debt              $35,640
Insurance

ComData Network                  Trade Debt              $32,369


SAFETY-KLEEN: Injunction Modified for Moore to Pursue Lawsuit
-------------------------------------------------------------
Barbara Lou Moore, individually and as Executrix of the Estate of
Larry Lee Moore, alleged that on October 29, 1994, her husband
Larry was involved in an accident during the course of his
employment and allegedly due to the Safety-Kleen Corporation and
its debtor-affiliates' negligence.

On August 7, 1998, Ms. Moore filed a Second Amended Complaint in
the Court of Common Pleas of Lucas County, Ohio, seeking damages
against one or more of the Debtors in connection with the
Accident.

In a Court-approved stipulation, the Reorganized Debtors and Ms.
Moore agree that the discharge injunction set forth in the
Confirmation Order, the Plan and the Bankruptcy Code will be
modified for the sole purpose of permitting Ms. Moore to prosecute
the Civil Action to a final judgment, including any and all
appeals.

Ms. Moore will enforce or execute any settlement or judgment
entered by a court of competent jurisdiction or other disposition
of the Civil Action against the Reorganized Debtors without
further Court order, only if the settlement or judgment is
satisfied by the proceeds of the Debtors' applicable liability
insurance policies.

Headquartered in Delaware, Safety-Kleen Corporation --
http://www.safety-kleen.com/-- provides specialty services such
as parts cleaning, site remediation, soil decontamination, and
wastewater services.  The Company, along with its affiliates,
filed for chapter 11 protection (Bankr. D. Del. Case No. 00-02303)
on June 9, 2000.  Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,031,304,000 in assets and $3,333,745,000 in liabilities.
(Safety-Kleen Bankruptcy News, Issue No. 88; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SR TELECOM: Incurs $13.8 Million Net Loss in First Quarter
----------------------------------------------------------
SR Telecom Inc. (TSX: SRX, NASDAQ: SRXA) reported its results for
the first quarter of fiscal 2005 ended March 31, 2005.

"During our fourth quarter conference call in March we explained
how the effect of reduced supplier credit would result in a
significant decrease in overall sales volumes in the first quarter
of the current fiscal year," said Pierre St-Arnaud, SR Telecom's
President and Chief Executive Officer.  "However, we are
encouraged by the support we have received from our customers and
the current level of bookings. In fact, we have just delivered our
first equipment order for the major rural project in Mexico. Once
our recapitalization plan is finalized, we will be able to resume
production at a more normal level and we expect our sales and
deliveries to increase."

               Consolidated First Quarter Results

Consolidated revenues for the first quarter of fiscal 2005
totalled $17.9 million, compared to $26.2 million in the first
quarter of fiscal 2004.  The consolidated operating loss for the
first quarter of fiscal 2005 was reduced to $10.7 million,
compared to an operating loss of $13.6 million in the same period
in 2004.  The consolidated net loss for the first quarter of
2005 was $13.8 million, compared to a consolidated net loss of
$16.9 million in the corresponding period in 2004.

"Our gross margins were also negatively impacted by the decreased
sales volumes and under-absorbed overhead costs related to lower
manufacturing volumes," Mr. St-Arnaud said.

          Wireless Telecommunications Products Segment

Revenues in SR Telecom's core wireless business segment for the
first quarter of fiscal 2005 were $12.8 million, compared to
$21.6 million reported during the same period in 2004.  The net
loss for the first quarter of fiscal 2005 totalled $12.9 million,
compared to a $15.1 million net loss in the corresponding period
last year.

Selling, general and administrative expenses in the core wireless
business segment decreased sharply to $9.8 million for the first
quarter of 2005, compared to $13.2 million for the same period in
2004.  This decrease was primarily due to the effects of the
restructuring that was implemented in the second and third
quarters of 2004.

Research and development expenses in the core wireless business
segment also decreased significantly, from $7.3 million in the
first quarter of 2004 to $3.5 million in the first quarter of
2005.  This decrease is also attributable to the restructuring
initiative that was implemented by the Corporation in 2004.  At
this time, the Corporation expects that R&D expenses will remain
stable in comparison to the first quarter levels.

In January 2005, SR Telecom took additional steps to align its
costs with current levels of business activity and temporarily
laid-off 127 employees.  The Corporation expects that employees
will be recalled as production returns to customary levels.

         Telecommunications Service Provider Segment

For the first quarter of fiscal 2005, CTR's revenues increased to
$5.1 million, compared to $4.6 million in the same period last
year.  In peso terms, net revenue in the first quarter of 2005 was
2,408 million pesos, compared to 2,075 million pesos in the prior
period.  The improvement is largely attributable to the increase
in access tariffs approved by the Chilean regulator, Subtel, which
took effect on March 1, 2004, and to the deployment of new lines
in urban areas of Chile.

Operating earnings for CTR totalled $350,000 in the first quarter
of fiscal 2005, compared to an operating loss of $259,000 in the
same period last year.  CTR's net loss for the first quarter of
2005 was $879,000 compared to a net loss of $1.8 million in the
corresponding period in 2004.

"As previously forecast, we are confident that CTR will be able to
continue to realize positive EBITDA, and we expect it will
generate approximately $7 million of EBITDA in fiscal 2005," said
Mr. Adams, SR Telecom's Senior Vice-President, Finance and Chief
Financial Officer.

                        Financial Position

SR Telecom's consolidated cash and short-term investment position,
including restricted cash, increased to $8.3 million at March 31,
2005, compared to $6.4 million at December 31, 2004.

Subsequent to quarter end, SR Telecom's Debenture Holders
agreed to provide a five-year secured Credit Facility of up to
$50.0 million, subject to execution of final documentation and
the fulfillment of certain conditions.  An amount of up to
$20.0 million will be available to the Corporation as certain
approvals are received.  The balance will be available over the
next three quarters, subject to certain conditions.  An initial
drawdown of this Credit Facility is anticipated in May 2005.

Subject to final documentation and registration of the Credit
Facility, the Convertible Debentures, and the CTR loan
restructuring, SR Telecom will have sufficient cash and cash
equivalents, short-term investments, and cash from operations
going forward to satisfy its working capital requirements and
continue operations as a going concern for the next twelve months.

                         Recent Events

    -- On April 22, 2005, a restricted group representing
       approximately 75% of the outstanding 8.15% debentures,
       agreed to waive compliance with certain covenants and
       extended the maturity and interest payment dates to the
       earlier of June 30, 2005 and the closing of the proposed
       re-capitalization plan.

    -- On April 18, 2005, SR Telecom announced that it had entered
       into an agreement in principle with the Debenture Holders
       regarding a proposed re-capitalization plan.  The terms
       of the plan include the exchange of the outstanding
       $71.0 million of principal and approximately $2.9 million
       of accrued interest into 47,266,512 common shares and
       approximately $63.9 million of new 10% Convertible
       Redeemable Secured Debentures, due in 2010.  Each $1,000 in
       principal amount of new Convertible Debentures may be
       converted at the option of the Debenture Holders into 4,727
       common shares, representing a conversion price of $0.21 per
       common share.   The debenture exchange is expected to close
       in June 2005, subject to the approval of the lenders of
       CTR.

    -- On April 18, 2005, SR Telecom also announced that the
       Debenture Holders agreed to provide a five-year secured
       Credit Facility of up to $50.0 million, subject to
       execution of final documentation and the fulfillment of
       certain conditions. An amount of up to $20.0 million will
       be available to the Corporation as certain approvals are
       received.  The balance will be available over the next
       three quarters, subject to certain conditions.  An initial
       drawdown of this Credit Facility is anticipated in May
       2005.

    -- On April 18, 2005, SR Telecom announced the intention to
       file a preliminary prospectus relating to Rights Offering
       to existing shareholders.  Pursuant to the Rights Offering,
       the Corporation will offer to existing shareholders the
       right to subscribe up to $40.0 million of new common shares
       at a price to be determined, but no less than $0.254 per
       share.  The funds raised from the Rights Offering will be
       used for working capital and general corporate purposes and
       the pro-rata redemption of the new Convertible Debentures
       and the CTR US debt at 95% of their face value.

    -- On April 18, 2005, SR Telecom announced that it has engaged
       Mr. William Aziz, Managing Partner of Blue Tree Advisors,
       as Chief Restructuring Officer on a contract basis to
       assist in identifying and implementing strategies to
       capitalize on opportunities for the enhancement of
       operating performance.

    -- On April 4, 2005, SR Telecom announced that it had received
       purchase orders valued at approximately $11 million from
       Siemens for the ongoing Telefonica TRAC initiative. The new
       orders are for the WiMAX-ready symmetry(TM) solution, which
       Telefonica intends to use for the rest of the TRAC
       deployment.  Deliveries are scheduled to commence
       immediately.

    -- On March 21, 2005, SR Telecom announced that it had
       received follow-on purchase orders valued at approximately
       $4 million of SR500(TM) from Sonatel, the national
       telecommunications provider in Senegal as part of a
       universal access program.  Deliveries are scheduled to
       commence in the second quarter of 2005.

    -- On February 14, 2005, SR Telecom engaged Genuity Capital
       Markets to act as financial advisor and investment banker
       to assist the Corporation in its refinancing activities.
       Since its engagement, Genuity and the Corporation have
       commenced and are continuing discussions with the Debenture
       Holders with respect to a proposed re-capitalization of the
       Corporation.

    -- On February 14, 2005, SR Telecom reached an agreement with
       the lenders of Comunicacion y Telefonia Rural S.A. -- CTR,
       its service provider subsidiary in Chile.  Pursuant to the
       agreement, CTR's lenders have waived compliance with
       certain financial and operational covenants contained in
       CTR's loan documents to May 16, 2005.  The Corporation and
       the CTR lenders are in discussions regarding the proposed
       re-capitalization plan and the restructuring of the debt at
       CTR.

    -- On January 26, 2005, SR Telecom announced it had taken
       steps to reduce its costs in order to align them with the
       current level of business activity and laid-off an
       additional 127 employees on a temporary basis.  The
       Corporation expects to recall employees as soon as
       production returns to normal volumes.

    -- On January 26, 2005, SR Telecom announced follow-on orders
       for 15 angel(TM) base stations from Siemens for the ongoing
       Telefonica TRAC project.  Telefonica selected angel over a
       number of competing technologies for an extensive multi-
       service Broadband Fixed Wireless Access (BFWA) network,
       which will ultimately see the deployment of approximately
       100,000 lines throughout Spain.   The TRAC initiative will
       deliver high quality voice and high-speed data to suburban
       and rural areas throughout the country.  The entire TRAC
       project calls for approximately 475 base stations.

    -- On January 26, 2005, SR Telecom announced that its
       airstar(TM) product was selected by Teleunit S.P.A, a major
       Italian telecommunications operator, for the deployment of
       its BFWA network in the Tuscany region.  The total value of
       the current phase of this project, which marks the first
       extension of Teleunit's initial roll-out of airstar
       systems, is approximately $1.2 million. Further expansions
       of the WLL infrastructure in the Tuscany and Marche regions
       of Central Italy are expected to take place throughout
       2005.

    -- On January 19, 2005, SR Telecom received new orders valued
       at approximately $1 million from PT Aplikanusa Lintasarta,
       the largest data and corporate network communications
       provider in Indonesia.  These add-on orders are for a
       project initiated in September 2003.  Lintasarta has
       selected airstar wireless broadband solution to provide
       ATM, frame relay and clear channel services to its
       customers in the Java, Kalmantan and Sulawesi regions of
       Indonesia.  With these orders, Lintasarta will add airstar
       base stations and Customer Premises Equipment to its
       growing network of airstar systems.

    -- On January 19, 2005, SR Telecom announced the receipt of
       purchase orders valued at approximately $10 million from a
       major telecommunications operator in Latin America.  These
       orders are part of a previously announced frame contract
       under which the operator selected SR500 family of fixed
       wireless access systems.  Deliveries are scheduled to take
       place in the first half of 2005.

SR TELECOM (TSX: SRX, Nasdaq: SRXA) designs, manufactures and
deploys versatile, Broadband Fixed Wireless Access solutions.  For
over two decades, carriers have used SR Telecom's products to
provide field-proven data and carrier-class voice services to end-
users in both urban and remote areas around the globe.  SR
Telecom's products have helped to connect millions of people
throughout the world.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on wireless communications equipment provider, SR Telecom,
Inc., to 'CC' from 'CCC'.  At the same time, the senior unsecured
debt rating on the company's C$71 million debentures due April 22,
2005, was lowered to 'CC' from 'CCC'.  In addition, the ratings
were placed on CreditWatch with negative implications.  A 'CC'
rating indicates that the company's obligations are currently
highly vulnerable to nonpayment.  The ratings actions and
CreditWatch placement follow the Montreal, Quebec-based company's
announcement concerning its refinancing efforts as well
as revised financial guidance.


STELCO INC: Prepares Plan Outline for Presentation to Stakeholders
------------------------------------------------------------------
Stelco Inc.'s (TSX:STE) Monitor, Ernst & Young, filed its 29th
Report in the matter of the Company's Court-supervised
restructuring.

The Report notes that the capital expenditure program, a portion
of which is currently underway, will take a further 18 to 24
months to implement and Stelco's estimated cost is between
$360 and $467 million.  In addition, Stelco is continuing its
Phase II upgrade at the Lake Erie Hot Strip Mill and has commenced
two mini-cogeneration projects, one at Lake Erie and one at
Hamilton.

The Report notes that Stelco has prepared a plan outline following
discussions with various stakeholders and their advisors.  The
Monitor also reports that the Company will present the plan
outline and supporting information immediately to stakeholders on
a confidential basis.

The Report notes that the views of stakeholders vary widely with
respect to the restructuring alternatives for the Company.

The Report indicates the Company's view is that a Court-supervised
mediation process would be an efficient and effective method of
assisting Stelco and its stakeholders in attempting to build a
consensus around which a restructuring plan could be formulated.
The Report states that the Monitor agrees with this view, and
notes that several stakeholders have indicated their support for
the concept of a mediation to the Monitor.

The Monitor notes that Stelco, with the Monitor's assistance,
intends to develop the terms of a mediation process in
consultation with its stakeholders.  The Report adds that Stelco
and various stakeholders have expressed their views to the Monitor
on how such a mediation process could be structured. In an
Appendix to the Report, the Monitor provides its own views as to
the key elements of such a process.  Those views contemplate the
appointment of an acceptable mediator, following which the
mediator, with the assistance of the Monitor and others as
required, would determine the nature, format and duration of the
process itself.

                         Company Comments

The Company said that the proposal to hold discussions on a
confidential and mediated basis is designed to engage the skills
of an expert to help all stakeholders move towards a common goal.
That common goal is to see Stelco emerge from court protection as
soon as possible as a long-term viable business enterprise able to
satisfy all of its obligations, including its future pension and
benefit obligations.  Stelco believes that all stakeholders will
have a better chance of making progress and achieving results by
following the process outlined today.

The mediator would be expected to take charge of the process,
assisted by the Court-appointed Monitor.

Courtney Pratt, Stelco's President and Chief Executive Officer,
noted that the plan delivered to stakeholders today will
constitute a basis for full and candid discussions with
stakeholders.  Any agreement resulting from the planned discussion
will be made public and will be subject to required stakeholder
approval.

Courtney Pratt, said, "Stelco's restructuring is now entering its
critical stage.  The procedures we're proposing will help all
parties focus on results.  Stakeholders have clearly stated their
positions in public.  Now it's time to conduct the serious and
sincere discussions that have to succeed if we are to achieve a
positive outcome.  As we've said before, no stakeholder group can
get everything it wants.  Our goal is to find a middle ground that
all groups can support with the common objective of seeing Stelco
emerge as a successful competitor - one that is able to compete
with the very best steel producers in North America.  We already
have some of the critical building blocks in place, including a
dedicated, highly skilled and committed workforce.

"I hope we can secure swift agreement on the way in which these
crucial discussions will proceed.  We want a process that is fair,
reasonable, and that protects the interests of all stakeholders.
The plan outline provides a platform for further discussion.  I
urge all parties to make good use of what may be the last, best
opportunity to achieve our objective - a timely exit from the
restructuring, and a viable and competitive Stelco going forward."

                 United Steelworkers Comments

The United Steelworkers indicated that it views the mediation
proposal contained in the Monitor's 29th Report as potentially an
important and constructive step forward in Stelco's restructuring.

"The Steelworkers agree that the Monitor needs to play a more
central role in directing and supervising this restructuring,"
said Steelworkers' Local 8782 President Bill Ferguson. "We want an
effective mediation process to start as soon as possible.  We
expect talks to start in days, not weeks as real discussions are
long overdue.

"We further believe that the Monitor's report clearly recognizes
that all stakeholders, need to be in a position to present their
own realistic and achievable restructuring ideas during the
mediation.

"All stakeholders need a level playing field," said Scott Duvall,
president of the Steelworkers' Local 5328 (Stelwire).  "To ensure
that the mediation process is effective, our active and retired
members need to be able to present their own realistic and
achievable restructuring ideas.  Critical to this is permitting
Tricap to complete its due diligence.  The sooner this gets done,
the sooner we will be in a position to engage constructively and
fully in the mediation."

Steelworkers also congratulated Tony Valeri, government house
leader and MP for Hamilton East-Stoney Creek for the letter he
sent on May 11, 2005, to Stelco CEO Courtney Pratt.

"Valeri said it best when he told Courtney Pratt that 'pension
issues should take priority over the treatment of the unsecured
creditors'," said Steelworkers' National Director Ken Neumann. "He
advised Mr. Pratt also that 'any acceptable (restructuring)
proposal should include an immediate and substantial down-payment
on the pension deficit combined with a clear plan to address the
deficit in the medium and long term'.

"Steelworkers are pleased that the federal government has
confirmed that pensioners should be taken care of before unsecured
creditors.  This is a very helpful intervention as we begin the
mediation process."

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue. The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on January 29, 2004, Stelco
Inc. and certain related entities filed for protection under the
Companies' Creditors Arrangement Act.


THOMAS WILSON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Thomas Christopher & Carolyn S. Wilson
        5555 Cliff Wilson Road
        Corning, Ohio 43730
        Tel: (850) 698-9989

Bankruptcy Case No.: 05-58192

Chapter 11 Petition Date: May 12, 2005

Court: Southern District of Ohio (Columbus)

Debtor's Counsel: Guy R. Humphrey, Esq.
                  Chester, Willcox and Saxbe, LLC
                  65 East State Street, Suite 1000
                  Columbus, Ohio 43215-3413
                  Tel: (614) 334-6138

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
AARP Credit Card Services                       Unstated
P.O. Box 15153
Wilmington, DE 19886-5153

ABC Concrete, Inc.                              Unstated
Finney Stagnaro Saba & Klusmei
2623 Erie Avenue, Hyde Park Office
Cincinnati, OH 45230

American Express Co.                            Unstated
P.O. Box 722901
Houston, TX 77072

Bank One                                        Unstated
P.O. Box 9001008
Louisville, KY 40290

Caterpillar Financial Corp.                     Unstated
2120 West End Avenue
P.O. Box 34000
Nashville, TN 37203

Century National Bank                           Unstated
505 Market Street
Zanesville, OH 43701

Charles "Jeff" Booth                            Unstated
Great Eastern Real Estate
3315 Creamery Road
Nashport, OH 43830

Chase Bank One                                  Unstated
P.O. Box 15153
Wilmington, DE 19886

Discover Card                                   Unstated
P.O. Box 15251
Wilmington, DE 19886

Diversified Consultants, Inc.                   Unstated
P.O. Box 551268
Jacksonville, FL 32255

Fifth Third Bank                                Unstated
P.O. Box 740789
Cincinnati, OH 45274

Fin Pan Inc.                                    Unstated
520 Fifth Third Bank
2 South Third Street
Hamilton, OH 45011

General Electric Power and Ind.                 Unstated
c/o Joseph M. Ruwe, Esq.
11340 Montgomery Road, Suite 210
Cincinnati, OH 45249

MBNA America                                    Unstated
P.O. Box 15102
Wilmington, DE 19886

National City Bank                              Unstated
P.O. Box 856176
Louisville, KY 40285

Ohio CAT, a Division of Ohio                    Unstated
5252 Walcutt Road
Columbus, OH 43228

Platinum Plus for Business                      Unstated
P.O. Box 15469
Wilmington, DE 19886

Sharon A. Kornman                               Unstated
P.O. Box 1041
283 North South Street
Wilmington, OH 45177

Shihab & Assocoates                             Unstated
65 East State Street, Suite 1550
Columbus, OH 43215

USAA Credit Card Services                       Unstated
10750 McDermott Fwy
San Antonio, TX 78288


TOWER AUTOMOTIVE: Can't File Quarterly Report on Time
-----------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Christopher T. Hatto, Chief Accounting Officer of
Tower Automotive, Inc., discloses that Tower has not had an
opportunity to gather all of the information required in the Form
10-Q.  As a result, Tower was unable to timely file its Form 10-Q
for the quarter ended March 31, 2005, due May 10, 2005, without
unreasonable effort and expense.

According to Mr. Hatto, the necessary work associated with
Tower's Form 10-Q for the quarter ended March 31, 2005, will not
be completed within the extended time frame permitted under Rule
12b-25 of the General Rules and Regulations under the Securities
Exchange Act of 1934 because:

   (1) Tower has not yet finalized its Form 10-K for the year
       ended December 31, 2004;

   (2) the audit and other necessary work pertaining to the Form
       10-K have not been completed;

   (3) Tower is completing its year-end financial closing; and

   (4) Tower is still in the process of evaluating its internal
       controls over financial reporting.

Tower intends to file its Form 10-K for the year ended
December 31, 2004, and its Form 10-Q for the quarter ended
March 31, 2005, as soon as all information necessary to complete
the reports is available.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc. --
http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Wants Until Sept. 30 to File Chapter 11 Plan
--------------------------------------------------------------
Section 1121(b) of the Bankruptcy Code provides for an initial
120-day period after the Petition Date during which a debtor has
the exclusive right to file a Chapter 11 plan.  Section
1121(c)(3) provides that if a debtor proposes a plan within the
exclusive filing period, it has a period of 180 days after the
Petition Date to obtain acceptances of the plan.

The Exclusive Periods are intended to afford Chapter 11 debtors a
full and fair opportunity to rehabilitate their business and to
negotiate and propose a reorganization plan without the
deterioration and disruption of their business that might be
caused by the filing of competing reorganization plans by non-
debtor parties.

By this motion, the Tower Automotive Inc. and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Southern District
of New York to extend their exclusive period to:

   (1) file a plan through September 30, 2005; and

   (2) solicit and obtain acceptances of that plan through
       November 29, 2005.

Matthew A. Cantor, Esq., at Kirkland & Ellis LLP, in New York,
asserts that the Debtors' Exclusive Periods should be extended
because:

   (a) the Debtors' Chapter 11 cases are large and complex and
       they need more time to craft a plan of reorganization;

   (b) the Debtors are progressing in their good faith attempts
       to formulate a viable reorganization plan;

   (c) the Debtors are generally making required postpetition
       payments and effectively managing their businesses and
       properties; and

   (d) the Debtors are not seeking the extension to delay
       administration of their cases or to pressure creditors to
       accept an unsatisfactory reorganization plan.

"The size and complexity of these Reorganization Cases supports a
finding of cause to extend the Exclusive Periods.  There is no
question that these Reorganization Cases involving 26 Debtors,
approximately 50,000 creditors, assets of approximately $788
million, and liabilities of approximately $1.3 billion constitute
a large bankruptcy proceeding," Mr. Cantor says.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc. --
http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Files Amendments to DIP Financing Agreement
-------------------------------------------------------------
As previously reported, Tower Automotive Inc. and its debtor-
affiliates asked the U.S. Bankruptcy Court for the Southern
District of New York to approve the $725,000,000 of secured
postpetition financing with JPMorgan Chase Bank.  The Debtors and
JPMorgan engaged in good faith and extensive arm's-length
negotiations that culminated in an agreement to provide the
Debtors with new capital on the terms and subject to the
conditions set forth in that certain Revolving Credit, Term Loan
and Guaranty Agreement.

The Debtors have filed amendments to the Revolving Credit, Term
Loan and Guaranty Agreement, dated as of February 2, 2005, among
R.J. Tower Corp., as Borrower, Tower Automotive, Inc. and its
subsidiaries, as Guarantors, and JPMorgan Chase Bank, N.A., as
Agent for the Lenders:

   (1) The First Amendment changed a number of definitions,
       modified certain provisions and added a couple of new
       exhibits;

   (2) The Second Amendment modified certain voting provisions
       and the interest rate applicable to Tranche B Loans; and

   (3) The Third Amendment allowed JPMorgan, as the Original
       Lender wishes, to assign to certain financial
       institutions, and each of the lenders, to assume a pro
       rata portion of JPMorgan's interests, rights and
       obligations under the Credit Agreement.

On April 29, 2005, the Debtors and the DIP Lenders entered into a
Fourth Amendment to the DIP Agreement.  The Amendment redefines
"Global EBITDA" in its entirety as the consolidated net income or
net loss of the Global Entities for the period:

   (a) plus, to the extent deducted in the calculation of
       consolidated net income, the sum of:

          (i) depreciation expense;

         (ii) amortization expense;

        (iii) other non-cash charges;

         (iv) consolidated foreign, federal, state and local
              income taxes expense;

          (v) gross interest expense for the period less gross
              interest income for the period;

         (vi) extraordinary losses;

        (vii) any restructuring charges;

       (viii) professional fees and expenses incurred by, and
              costs under employee retention programs of, the
              Domestic Entities;

         (ix) without duplication, "Chapter 11 expenses" or
              "administrative costs reflecting Chapter 11
              expenses" of the Domestic Entities as shown on the
              Domestic Entities' consolidated statement of income
              for the period;

          (x) plus or minus the cumulative effect of any change
              in accounting principles; and

         (xi) plus or minus equity in the earnings of Metalsa;

   (b) less extraordinary gains;

   (c) plus or minus the amount of cash received or expended in
       the period in respect of any amount which was taken into
       account in determining Global EBITDA for the or any prior
       period; and

   (d) plus cash dividends and distributions received from
       Metalsa.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TRUMP HOTELS: Wants to Modify Plan to Fix May 20 Record Date
------------------------------------------------------------
Trump Hotels & Casino Resorts, Inc., and its debtor-affiliates
seek Judge Wizmur's permission to modify their confirmed Second
Amended Plan of Reorganization to:

    a. provide that the "Distribution Record Date" and the "New
       Class A Warrants Record Date" will be the Effective Date,
       which is expected to be on May 20, 2005; and

    b. adjust Plan provisions to allow for the Effective Date to
       occur on or before May 23, 2005.

Charles A. Stanziale, Jr., Esq., at Schwartz Tobia Stanziale
Sedita & Campisano, in Montclair, New Jersey, relates that at the
Plan confirmation hearing, the Official Committee of Equity
Security Holders asked the Court to establish a Record Date of
March 28, 2005.  The trading activity since March 28, 2005,
however, seems to suggest possible market confusion regarding the
impact of the Record Date on the Plan's distributions for holders
of Old THCR Shares, Mr. Stanziale notes.

The Debtors tell the U.S. Bankruptcy Court for the District of New
Jersey that the Old THCR Shares' trading pattern since March 28
suggests that parties in the market are either:

    -- confused regarding the intended function of the Plan's
       Record Date, or

    -- aware of a mechanism external to the Plan that will cause
       Plan distributions to be made to holders of Old THCR Shares
       as of some date subsequent to the Record Date.

"Harmonizing the Record Date and the Effective Date will resolve
this confusion," Mr. Stanziale contends.  "Establishing a Record
Date that is the same day as the Effective Date will provide the
greatest certainty that the party who holds Old THCR Shares when
the Plan distribution process begins will be the same party who
receives [the] distributions."

The Debtors assure Judge Wizmur that establishing May 20 as the
Record Date will:

    -- result in a distribution that will be most consistent with
       the trading of Old THCR Shares since March 28, 2005; and

    -- avoid any unjust enrichment based on the sale of Old THCR
       Shares since that time.

Mr. Stanziale notes that the requested modification to the Plan
is technical in nature and the Plan will remain confirmed exactly
as it was by the Court's Amended Confirmation Order.

As previously reported, the Debtors, Donald J. Trump, the TAC
Noteholder Committee and the TCH Noteholder Committee, in a
Court-approved stipulation, modified the Plan to allow for the
Effective Date to occur "on or before May 13, 2005."  At that
time, the parties expected the Effective Date to occur on May 12,
2005.

To allow for a hearing on the establishment of the May 20 Record
Date, the Debtors now expect that the Effective Date will occur
on or about May 20, 2005.  The parties to the Effective Date
Stipulation agreed to a corresponding modification to the Plan,
to allow for the Effective Date to occur "on or before May 23,
2005."

                           *     *     *

The Court will hold a telephonic hearing on the Debtors' request
on May 18, 2005, at 2:00 p.m.

Objections must be filed and served by 5:00 p.m. E.D.S.T., on
May 17, 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.


TRUMP HOTELS: NJ Sports Authority Says Easement Was Terminated
--------------------------------------------------------------
As previously reported in the Troubled Company Reporter on May 3,
2005, Trump Hotels & Casino Resorts, Inc., and its debtor-
affiliates sought and obtained an extension, on an interim basis,
from the Honorable Judge Wizmur of the U.S. Bankruptcy Court for
the District of New Jersey for the deadline by which they must
assume, assume and assign, or reject all unexpired
nonresidential real property leases through and including May 16,
2005.

                   NJ Sports Authority Responds

Through various conveyances, the New Jersey Sports and Exposition
Authority and Trump Plaza Associates are parties to a certain
lease agreement relating to parking under the West Hall of the
historic Atlantic City Convention Center.  This lease was
originally entered into in connection with the development of a
hotel on the World's Fair Site.

The NJ Authority and Trump Plaza Associates are also parties to
an Easement Agreement, pursuant to which an enclosed loggia was
constructed across the front of the East Hall of the historic
Atlantic City Convention Center to provide direct enclosed
pedestrian access between the Trump Plaza Casino and the World's
Fair Casino.

Jay Samuels, Esq., at Windels Marx Lane & Mittendorf, LLP, in
Princeton, New Jersey, tells the Court that the Debtors listed
the World's Fair Parking Lease and the East Hall Loggia Easement,
in their Contract or Lease schedule, as executory contracts of
Debtor Trump Plaza Associates.  Pursuant the Debtors' Amended
Disclosure Statement, the World's Fair Parking Lease and the East
Hall Loggia Easement are identified as a portion of the rights to
be sold under the Debtors' Plan of Reorganization.

The NJ Authority believes that the World's Fair Parking Lease
cannot be assumed and assigned under the applicable provisions of
the Bankruptcy Code when applied to the terms of and parties to
the Lease.  The NJ Authority reserves all rights to take actions
with respect to the current status or termination of the World's
Fair Parking Lease.

The NJ Authority also asserts that the East Hall Loggia Easement
cannot be assumed or rejected by Debtor Trump Plaza Associates.
According to Mr. Samuels, Trump Plaza Associates terminated the
East Hall Loggia Easement on January 1, 2000.  The termination,
Mr. Samuels says, did not affect Trump Plaza Associates'
obligation to restore the easement area to its original
condition.  The NJ Authority filed Claim No. 1452 asserting that
obligation.  The termination however terminated the executory
nature of the relationship, Mr. Samuel says.

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.


VISTEON CORP.: Hires J.P. Morgan Chase as Financial Advisor
-----------------------------------------------------------
Citing unnamed people familiar with the situation as their source,
Joann S. Lublin and Joseph B. White at The Wall Street Journal
report that Visteon Corporation has hired J.P. Morgan Chase as its
financial advisor.

On May 11, 2005, Standard & Poor's Rating Services lowered its
corporate credit rating on Visteon Corporation to 'B-' from 'B+',
reflecting concerns about liquidity and ongoing viability after
the company said its cash flow from operations will be
insufficient to fund obligations in 2005.  The rating remains on
CreditWatch with developing implications.

Also on May 11, 2005, Moody's Investor Services lowered its senior
implied and senior unsecured ratings on Visteon to 'B3' from 'B1',
and cut the Speculative Grade Liquidity Rating to SGL-4 from
SGL-3.

                        Reporting Delays

Visteon Corporation (NYSE:VC) said last week that it would delay
the filing of its Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2005.  This action is the result of the
decision by the Audit Committee of the Board of Directors, as
recommended by the company's management, to conduct an independent
review of the accounting for certain transactions originating
primarily in the company's North American purchasing activity.

During the preparation of Visteon's first quarter 2005 Form 10-Q,
the company's management identified errors in its accruals for
costs principally associated with freight and material surcharges
that relate to prior periods. During the course of the company's
internal review, allegations of potential improper conduct by a
former senior finance employee responsible for the accounting
oversight for North American purchasing activities were raised. As
a result of these allegations, the Audit Committee intends to
engage outside accounting and legal advisors to further
investigate these matters.

As a result of its internal review, to date, Visteon's management
has identified two items which were recorded in the company's
first quarter 2005 unaudited financial results as previously
reported on April 27, 2005, that relate to prior periods:

    (a) Approximately $13 million of freight expense payable to
        third party North American transportation providers for
        services rendered prior to the end of 2004; and

    (b) Approximately $18 million of material surcharges payable
        to North American suppliers of certain raw materials used
        in the manufacture of the company's products that were
        incurred prior to the end of 2004.

As the Audit Committee's independent investigation is just
commencing, Visteon is not able to determine whether these items
or any other adjustments that may be identified will require
restatement of prior period results or further adjustments to the
previously reported first quarter 2005 financial results.
Therefore, Visteon is not currently able to determine the effects
of all potential adjustments to its results of operations for any
particular period, or whether these or other errors will result in
the determination that one or more additional material weaknesses
in the company's internal control over financial reporting exist
for purposes of Section 404 of the Sarbanes-Oxley Act. While the
Audit Committee intends to conduct its investigation in an
expedient manner, Visteon cannot provide an estimate of when the
first quarter 2005 Form 10-Q, or if necessary, any amended SEC
filings, will be made.

                    Ford Discussions and Liquidity

Visteon has been exploring strategic and structural changes to its
business in the United States that would involve restructuring its
agreements with Ford. Visteon and Ford have been discussing a
concept designed to address operating needs of both companies.
Recent discussions with Ford have been constructive and are
progressing, Visteon says, and the delay in filing its first
quarter 2005 Form 10-Q is not expected to impact these
discussions.

Absent significant structural changes to Visteon's U.S. business,
including an agreement with Ford that will allow the company to
achieve a sustainable and competitive business model, Visteon
believes that cash flow from operations, including the impact of
the Ford funding agreement, will not be sufficient to fund capital
spending, debt maturities and other cash obligations in 2005, and,
therefore, Visteon will need to incur additional debt.  Liquidity
from internal or external sources to meet these obligations is
dependent on a number of factors, including availability of cash
balances and access to borrowing facilities and/or capital
markets.  Visteon isn't sure the liquidity it will need will be
available at the times or in the amounts needed, or on terms and
conditions acceptable to Visteon, because of the uncertainty
regarding economic and market conditions, as well as the ultimate
outcome of our strategic and structural discussions with Ford.

At March 31, 2005, Visteon was in compliance with its covenants
relating to its existing credit facilities, although given current
market conditions and the need to complete strategic and
structural discussions with Ford, Visteon says there's no
assurance that it will remain in compliance with those covenants
in the future, especially during the third quarter which normally
requires the use of liquidity resources due to seasonal effects.
If a covenant were violated and not cured within 30 days, or
otherwise waived, the availability of the company's credit
facilities could be withdrawn, and repayment of outstanding
borrowings could be accelerated.  In this event, Visteon would
seek to replace its existing credit facilities with other credit
facilities or secured borrowings, although the company cannot
provide assurance that sufficient replacement sources would be
available.

In addition, the company's credit facilities and bond indenture
require it to submit interim financial information within
prescribed time periods. Although Visteon's failure to file its
first quarter 2005 Form 10-Q does not result in immediate non-
compliance under such agreements, a significant delay in
completing the investigation and submitting its Form 10-Q could
result in non-compliance in the future.

                  Exploring Financing Alternatives

In light of the upcoming expiration of Visteon's existing 364-day
revolving credit facility in June 2005, the company is actively
exploring its financing alternatives.  Given current market
conditions, the company's financial performance and its credit
ratings, any financing alternative will likely require
significantly more restrictive covenants and collateralization.
Visteon's ability to provide lenders with collateral at the times
and in amounts needed may be limited by the results, if any, of
its negotiations with Ford, restrictive covenants regarding
limitations on liens in its indenture and any contractual rights
that Ford may successfully assert to offset against payables to
Visteon amounts Ford claims are owed to it by Visteon.  In
addition, the results of any discussions with Ford could
significantly impact the carrying value of certain assets and
related liabilities that support and are dependent upon Ford's
North American business.

                      The 364-Day Revolver


VISTEON CORPORATION, as Borrower, is party to a 364-DAY CREDIT
AGREEMENT dated as of June 18, 2004, with a Lending Consortium led
by JPMORGAN CHASE BANK, as Administrative Agent, and CITIBANK,
N.A., as Syndication Agent.  The Lenders' aggregate commitments
under that facility total $565,000,000.
As of December 31, 2004, there were no outstanding borrowings
under the 364-day facility.  Visteon also has a $775,000,000 five-
year revolving credit line in place which expires June 2007.  As
of December 31, 2004, there were no outstanding borrowings under
5-year facility, although $100 million of obligations under stand-
by letters of credit have been issued against the 5-year facility.
Visteon is also the borrower under a $250,000,000 delayed-draw
term loan expiring in 2007, which is used primarily to finance new
construction for the Company's facilities consolidation in
Southeast Michigan.  As of December 31, 2004, Visteon had borrowed
$223 million against the delayed-draw term loan facility.

                        About Visteon

Visteon Corporation is a leading full-service supplier that
delivers consumer-driven technology solutions to automotive
manufacturers worldwide and through multiple channels within the
global automotive aftermarket. Visteon has about 70,000 employees
and a global delivery system of more than 200 technical,
manufacturing, sales and service facilities located in 25
countries.


VISTEON CORP.: Michael Johnston Elected as New Board Chairman
-------------------------------------------------------------
Michael F. Johnston, 57, president and chief executive officer of
Visteon Corporation(NYSE: VC), was elected chairman of the board,
effective June 1, 2005, by the Visteon Board of Directors at its
regularly scheduled meeting.  Johnston's new title will be
chairman, chief executive officer and president.

Mr. Johnston replaces Chairman Peter J. Pestillo, 67, who will
retire effective May 31, 2005, and depart from Visteon's Board of
Directors.  Mr. Pestillo has served as Visteon's chairman since
January 2000.

"Mike Johnston is one of the most respected executives in the
automotive industry.  His leadership, integrity and vision will
serve Visteon well as the company transitions itself for long-term
success in these most challenging times," said William H. Gray,
III, chair of the corporate governance and nominating committee of
the Visteon Board of Directors.

"We believe Mike's drive to improve operational performance and
his focus on customer service will move Visteon forward to future
success.  We also want to express our appreciation and gratitude
to Pete Pestillo for his leadership through the company's early
years."

Mr. Johnston was named president and CEO of Visteon in July 2004
after serving as president and chief operating officer since he
joined Visteon in 2000. Mr. Johnston was elected to the Board of
Directors in April 2002.

With nearly three decades of experience in the automotive supplier
and aerospace industries, Mr. Johnston has extensive expertise in
manufacturing, product development, sales and customer relations.
He has established a strong track record of delivering on business
commitments and improving shareholder value.  Prior to joining
Visteon in September 2000, Mr. Johnston had been with Johnson
Controls Inc. since 1989 and held leadership positions of
progressively increased responsibility.

                     About the Company

Visteon Corporation is a leading, full-service supplier that
delivers consumer-driven technology solutions to automotive
manufacturers worldwide and through multiple channels within the
global automotive aftermarket.  Visteon has about 70,000 employees
and a global delivery system of more than 200 technical,
manufacturing, sales and service facilities located in 24
countries.


WELLMAN INC.: Declining Imports Cue S&P to Hold Rating to B+
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Wellman
Inc. to stable from negative.

At the same time, Standard & Poor's affirmed all ratings on the
Shrewsbury, New Jersey-based company, including its 'B+' corporate
credit rating.

"The outlook revision reflects the improvement in operating
results over the past year, aided by the continued strong demand
for polyethylene terephthalate (PET) products and a favorable
supply-demand relationship following significant capacity
additions in 2003," said Standard & Poor's credit analyst George
Williams.

Wellman also has benefited from a reduction in Asian imports.
Tight global raw-material markets and higher shipping costs have
eroded the Asian raw-material cost advantage, thus improving the
competitiveness of North American producers.  The combination of
robust PET demand and declining imports has pushed the domestic
industry operating rates close to full capacity.  With limited
domestic capacity additions and favorable business conditions
expected over the next two years, Wellman should be well
positioned to preserve or further strengthen its financial
profile.

The ratings on Wellman reflect:

    (1) a below-average business-risk profile that recognizes its
        sizable positions in the polyester staple fiber and PET
        segments of the polyester market, offset by inherent
        industry cyclicality,

    (2) considerable import pressure from foreign fiber producers,
        and

    (3) exposure to volatile raw-material costs.

The ratings are supported by:

    (1) good product demand in the PET segment,

    (2) satisfactory availability under committed bank facilities,
        and

    (3) a manageable debt maturity profile following the company's
        February 2004 debt refinancing.

Wellman, with about $1.4 billion in annual revenues, is a midtier,
U.S.-based chemical company and producer of polyester staple
fibers primarily for the home textile, fiberfill, and apparel
markets.  The company also is the second-largest producer of PET
resins used in beverage bottles and food containers.  Despite
Wellman's strong market share, the company lacks the diversity of
some of its major competitors and industry peers, which heightens
its exposure to industry downturns in both the fibers and PET
segments.


WESTPOINT STEVENS: Wants to Settle Nan Ya Litigation Claims
-----------------------------------------------------------
John J. Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that on August 12, 2003, the WestPoint Stevens, Inc.
and its debtor-affiliates commenced an action in the United States
District Court for the Middle District of Alabama against:

    -- Nan Ya Plastics Corporation, America,
    -- Nan Ya Plastics Corporation,
    -- Robert Bradley Dutton,
    -- Wellman, Inc.,
    -- Arteva Specialties, S.A.R.L.,
    -- Arteva Services S.A.R.L.,
    -- Troy F. Stanley, Sr.,
    -- DAK Fibers LLC, and
    -- E.I. DuPont de Nemours and Company.

The Action was amended in March 2004 to include certain other
defendants.  The Debtors alleged in its complaint that the
defendants engaged in a conspiracy to fix, raise, maintain or
stabilize the price of polyester staple fiber beginning 1999 and
continuing until 2001.  In January 2004, the Action was
transferred to the United States District Court for the Western
District of North Carolina, where it was consolidated with the
actions of over 30 other parties setting forth similar causes of
action.

In the interests of reaching a compromise, the Debtors, certain
of the other plaintiffs, and the Nan Ya Defendants entered into
good faith, arm's-length negotiations to settle the claims
arising in the Action and the other actions asserted against the
Nan Ya Defendants.  The negotiations culminated in a settlement
agreement among the parties.

The Settlement Agreement provides that the Debtors and the Other
Settling Plaintiffs will receive a lump sum settlement payment
from the Nan Ya Defendants in a joint settlement fund.  In
exchange, the Debtors and the Other Settling Plaintiffs agreed to
release their claims against the Nan Ya Defendants.

The Debtors and the Other Settling Plaintiffs entered into an
allocation agreement to provide for the allocation and
distribution of the settlement payments.

Mr. Rapisardi reports that the outcome of any litigation with the
Nan Ya Defendants has been rendered more uncertain due to recent
developments.  Robert Bradley Dutton, a sales representative of
certain of the Nan Ya Defendants, was acquitted of criminal
charges relating to the Litigation Claims asserted against the
Nan Ya Defendants.  Consequently, any eventual recovery
associated with the continued pursuit of the Litigation Claims
against the Nan Ya Defendants may not necessarily justify the
attendant costs and risks associated therewith, Mr. Rapisardi
says.

The Debtors ask the Court to approve the Settlement Agreement.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 45; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WODO LLC: Wants Exclusive Filing Period Extended Until Aug. 16
--------------------------------------------------------------
Wodo, LLC, asks the U.S. Bankruptcy Court for the Western District
of Washington for an extension, through and including Aug. 16,
2005, of the time within which it alone can file a chapter 11
plan.  The Debtor also ask the Court for more time to solicit
acceptances of that plan from its creditors, through Oct. 15,
2005.

The Debtor gives the Court three reasons why its exclusive periods
should be extended:

   a) In working towards reorganization, the Debtor's ongoing
      discussions with creditors have focused on two primary
      parties who can influence the most favorable transactions
      that will determine the framework of a proposed chapter 11
      plan, and the negotiations with other major creditors are
      still continuing;

   b) The Debtor's chapter 11 case is large and complex, involving
      a substantial number of parcels of real property facing
      numerous issues to be addressed necessary for development a
      proposed chapter 11plan; and

   c) The requested extension is in the best interest of the
      Debtor's estate and its creditors and is not an attempt to
      pressure those creditors into submitting to the Debtor's
      reorganization demands.

Headquartered in Bellingham, Washington, Wodo, LLC, fka Trillium
Commons, LLC, is a real estate company.  The Company filed for
chapter 11 protection on January 18, 2005 (Bankr. W.D. Wash. Case
No. 05-10556).  Gayle E. Bush, Esq., at Bush Strout & Kornfeld
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $90,380,942 and total debts of $21,451,210.


WMG HOLDINGS: IPO Prompts Moody's to Put Positive Outlook
---------------------------------------------------------
Moody's Investors Service revised the outlook to positive from
negative for WMG Holdings Corp (Warner Music Group parent) and
Warner Music Group following the completion of Warner's initial
public offering and reported intentions to apply proceeds to debt
repayment.  Net debt reduction of approximately $325 million as
well as expectation for continued improvement in operating
results, warrant the change in outlook to positive.

Notably, the ratings continue to reflect the strength of the
turnaround of the company.  Moreover, the decision to forego some
of the planned dividend payments in order to enable all of the
planned debt reduction tempers some of Moody's concerns regarding
the equity sponsor group's willingness to distribute funds to
shareholders.  However, the ratings also incorporate ongoing
volatility in the music sector, uncertainty regarding the
sustainability of the cost savings, and expectations for annual
dividends of $80 million to shareholders.

Ratings affirmed are:

   -- WMG Holdings

      * B1 senior implied rating,

      * Caa2 senior unsecured issuer rating

      * Caa2 rating on $250 million of senior unsecured floating
        rate notes (to be withdrawn following repayment)

      * Caa2 rating on $397 million (face amount) of senior
        unsecured discount notes

      * Caa2 rating on $200 million of senior unsecured floating
        rate PIK notes (to be withdrawn following repayment)

   -- Warner Music Group

      * B1 ating on the $250 million senior secured revolving
        credit facility,

      * B1 rating on the $1.2 billion senior secured term loan

      * B3 ratings on the $650 million ($465 US dollar, GBP100
        sterling) of senior subordinated notes due 2014.

Moody's also assigned a B1 rating to the $250 million add-on to
the Warner Music Group senior secured term loan.

The rating outlook has been revised to positive from negative.

The B1 senior implied rating considers the company's significant
financial risk while operating in a challenging, cyclical and
seasonal business environment.  The music industry faces modest
top line growth opportunities as well as both volume and pricing
pressure driven by high levels of physical and on-line piracy,
maturation of the CD product, price competition, and vulnerability
to mass market operators.  Warner's ability to de-lever depends on
the continued successful execution of management's restructuring.
While evidence of progress exists, the company has not established
a clear track record that provides firm underpinnings for
expectations of sustained growth in the future.  The lag in
publishing financial reports due to the change in year-end,
including a 10-K, adds to the lack of clarity about the company's
performance.

Warner's attractive asset base, including diverse recordings with
a concentration in rock, and copyrights to many timeless, popular
songs, however, supports the rating.  Warner has a sizable market
share as the third largest of four global music operators. Moody's
believes the company has potential to generate free cash flow
(although modest relative to total debt), given low capital
expenditures and attractive cash flow margins.

The positive outlook reflects Moody's expectations for continued
improvement in margins and consequent reduction in leverage.
Warner's ability to perform in line with projections and maintain
current operating success, along with evidence of management
commitment to limit annual dividends to the proposed $80 million,
will drive upward rating momentum.  Moody's ability to
independently validate the financial performance on a run rate
basis is also a prerequisite for positive ratings action.
Conversely, greater than expected shareholder rewards,
deterioration in operations, or an inability to resolve internal
control issues as highlighted in the company's Form S-1, could
cause downward pressure.

Based in New York, Warner Music Group, is a leading recorded music
and music publishing company.


XYBERNAUT CORP: Nasdaq Delists Securities Due to Low Stock Price
----------------------------------------------------------------
Xybernaut(R) Corporation (NASDAQ:XYBRE) reported that the
Company's securities have been delisted from The Nasdaq Stock
Market starting May 13, 2005.

On May 11, 2005, Xybernaut Corporation received notice from The
Nasdaq Stock Market that the Company's securities would be
delisted from the Nasdaq SmallCap Market.

As previously disclosed, the Company received notices from Nasdaq
of its intent to delist the Company's securities because:

    (1) the Company's stock price has closed below the minimum
        $1.00 per share requirement for the stock's continued
        listing under Market Place Rule 4310(c)(4),

    (2) the Company failed to file its Annual Report on Form 10-K
        with Nasdaq and the U.S. Securities and Exchange
        Commission pursuant to Market Place Rule 4310(c)(14) and

    (3) Nasdaq has public interest concerns under Market Place
        Rules 4300 and 4330(a)(3).

The Company requested an oral hearing before the Nasdaq Listing
Qualifications Panel to review Nasdaq's determination.

The hearing before the Panel was held on May 5, 2005.  The Panel
determined that the continued listing of the Company's common
stock on the Nasdaq SmallCap Market would not serve Nasdaq's goals
of preserving and strengthening the quality of and public
confidence in its market, in addition to the Company not being in
a position to provide appropriate disclosure to the investing
public within a reasonable period of time, noting the following:

    -- The lack of reliable financial data available to the public
       about the Company extends back to the fiscal year ended
       December 31, 2002;

    -- The Company cannot predict the amount of time it will take
       to provide reliable historical or current financial
       information;

    -- The Company needs to continue to pursue and hire new
       auditors;

    -- The Board of Directors and senior management staff needs to
       be rebuilt; and

    -- The Company's cash resources are scarce for these
       rebuilding efforts.

The Company does not presently intend to appeal the decision to
delist its securities.

The Company's securities are quoted on the Pink Sheets(R) under
the symbol "XYBR" and may be accessed under that symbol or
"XYBR.PK," depending on the financial site accessed for
quotations.  The Company cannot provide assurance that its
securities will continue to be quoted on the Pink Sheets or in any
other market or quotation service.

The Company confirmed that it continues to face a severe liquidity
crisis and possible insolvency, and as a result, the Company has
retained Alfred F. Fasola, a consultant with extensive financial
and management restructuring expertise to advise the Company with
respect to reducing costs, conserving cash, restructuring and
other alternatives to attempt to maximize shareholder value.
There can be no assurance that the Company's restructuring efforts
will be successful.

Currently, the Company has not engaged a new accounting firm to
perform auditing services; however, the Audit Committee is
considering engaging a new accounting firm to perform auditing
services.  In the event the Company engages a new accounting firm,
the Company intends to instruct such new accounting firm to
perform audits of the Company's Annual Reports on Form 10-K for
the years ended December 31, 2002, 2003 and 2004 and perform
reviews, in accordance with applicable accounting standards, of
the interim periods for the quarters ended March 31, 2003,
June 30, 2003, September 30, 2003, March 31, 2004, June 30, 2004,
September 30, 2004 and March 31, 2005.

Upon the conclusion of such audits and reviews, the Company would
file, as may be required, any amended Form 10-K and Form 10-Q, and
its Annual Report on Form 10-K for the year ended December 31,
2004 and its Quarterly Report on Form 10-Q for the quarter ended
March 31, 2005, which have not been filed.  At this time, the
Company cannot provide assurance that it will engage a new
accounting firm, and if so, when such filings will be made.

As a result of the foregoing, the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2005 could not be filed
by the prescribed due date without unreasonable effort or expense.

                     About the Company

Xybernaut Corporation -- http://www.xybernaut.com/-- provides
wearable/mobile computing hardware, software and services,
bringing communications and full-function computing power in a
hands-free design to people when and where they need it.
Headquartered in Fairfax, Virginia, Xybernaut has offices and
subsidiaries in Europe (Benelux, Germany, UK) and Asia (Japan,
China, Korea).

                       *      *      *

As reported in the Troubled Company Reporter on May 4, 2005,
Xybernaut(R) Corporation received an additional letter from the
Nasdaq staff indicating that four issues raise significant public
interest concerns pursuant to Nasdaq Marketplace Rules 4300 and
4330(a)(3) and are an additional basis for delisting the Company's
securities from the Nasdaq SmallCap Market:

   1) Investors are currently unable to determine the current or
      historical financial status of the Company or whether the
      Company will be able to continue as a going concern.

   2) Since the Company currently has no outside auditors, it is
      impossible to predict when accurate financial statements can
      be released.

   3) Investors currently do not know the complete extent of the
      Company's internal control failures, or whether appropriate
      remedial measures have been taken.

   4) Neither Edward G. Newman nor Steven S. Newman resigned their
      Director positions despite a request by the Board that they
      do so.


YUKOS OIL: Taps Alvarez & Marsal as Restructuring Advisor
---------------------------------------------------------
As previously reported in the Troubled Company Reporter on
February 14, 2005, Yukos Oil Company sought authority from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Alvarez & Marsal, LLC, as its restructuring advisor, effective as
of the Petition Date.

Pursuant to an employment agreement between the parties,
Alvarez & Marsal will provide:

   * assistance with respect to strategic, financial, operational
     and bankruptcy process management matters relative to the
     Debtor's Chapter 11 proceeding;

   * assistance with the development and approval of a Disclosure
     Statement and Plan of Reorganization;

   * testimony as may be necessary during the course of the
     Chapter 11 proceeding and agreed to by Alvarez & Marsal; and

   * other services as requested or directed by the Debtor and
     agreed to by Alvarez & Marsal.

The Debtor will compensate Alvarez & Marsal for its services based
on these hourly rates:

        Managing Directors        $475 - $690
        Directors                 $375 - $510
        Associates                $275 - $400
        Analysts                  $150 - $300

                        *     *     *

The Court approved the Debtor's request.

Headquartered in Houston, Texas, Yukos Oil Company is an open
joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in the energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to oil
and gas production, refining and marketing assets.  The Company
filed for chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex.
Case No. 04-47742).  Zack A. Clement, Esq., C. Mark Baker, Esq.,
Evelyn H. Biery, Esq., John A. Barrett, Esq., Johnathan C. Bolton,
Esq., R. Andrew Black, Esq., Fulbright & Jaworski, LLP, represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $12,276,000,000 in
total assets and $30,790,000,000 in total debts.  (Yukos
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* Moody's Credit Trends: Talking Points on Various Issues
---------------------------------------------------------
1. Retail Sales Imply Spending's Respite May Have Been Brief

    A much thinner-than-anticipated trade gap and unexpectedly
    brisk retail sales have boosted the likely growth of 2005's
    real GDP from +3.5% to a revised +3.7%.

    Regardless of the investment mistakes of hedge funds, the
    still stunning vigor of consumer spending warns of year-end
    readings of 4.25% for fed funds and of 5.25% for the 10-year
    Treasury yield.  In terms of their relative importance to the
    US economy, the American consumer towers over hedge fund
    managers in the same way that Everest towers above Murray
    Hill.

    Apparently, the US economy roared over its latest soft patch.
    Despite sharply higher oil prices, the average monthly
    increase of retail sales barely dipped from yearlong 2004's
    +0.7% to the +0.6% of January-April 2005.

2. Autodealership Sales Break Ranks With Several of the Big Three

    Do not mistake the difficulties of several of the US' big
    three automakers with an economy-wide lack of demand. April's
    autodealership sales were up by +2.5% from March 2005 and
    soared higher by a patently unsustainable +10.0% from April
    2004.  In stark contrast to the gloom surrounding certain
    "fallen angel" downgrades of major motor vehicle
    manufacturers, the year-over-year increase of autodealership
    sales rose from yearlong 2004's +3.9% to the +6.6% of 2005-to-
    date.  Prior to April's jump, the annual increase of
    autodealership sales had sagged from 2004's +6.2% to Q1 2005's
    +5.4%.

3. Retail Sales Transcend Costlier Energy

    The recent performance of autodealership sales suggest that
    record-high prices for energy have yet to hammer consumer
    spending.  Retail sales excluding gas station sales advanced
    by +1.3% monthly in April.  Through the first four months of
    2005, the +0.5% average monthly increase of retail sales ex
    gas station sales nearly matched its +0.6% pace of yearlong
    2004.  In a damaging blow to the argument that higher energy
    prices have severely crimped US economic activity, the annual
    increase of retail sales ex gas station sales rose from 2004's
    +6.5% to the +6.7% of January-April 2005.

4. Core Retail Sales Outrun 1996-2000's Trend

    Core retail sales have surprised on the upside thus far in
    2005.  Our preferred version of core retail sales not only
    excludes autodealership sales, but also omits the sales of
    gasoline stations and food stores.  April's +1.0% monthly
    increase left this measure of the underlying pace of US
    consumer spending growing at +0.6% per month through the first
    four months of 2005, which matches its robust pace of yearlong
    2004.  Following yearlong 2004's unsustainably robust annual
    surge of +8.2%, core retail sales slowed to a better-than-
    anticipated +7.2% year-over-year increase for January-April
    2005.  The latter tops its +6.8% average annualized increase
    of 1996-2000.  Also, retail sales ex gas station sales' +6.7%
    annual increase of 2005's first four months beat its +6.0%
    average annual increase of 1996-2000, which further implies
    that consumer spending now grows at an above-trend pace.

5. General Merchandise And Apparel Store Sales Blossom in April

    One behemoth from the general merchandise store category
    recently lowered its outlook for the second quarter.
    Nevertheless, this behemoth may be losing ground to rivals
    according to April's sharp +1.5% monthly increase by general
    merchandise store sales, which left this category's sales
    higher by +7.4% yearly.  Although the annual increase of
    general merchandise store sales slowed from 2004's +6.9% to
    2005-to-date's +6.2%, the latter still bettered its +6.0%
    average annual growth rate of 1996-2000.

    April's +2.8% monthly jump by apparel store sales might be
    partly ascribed to a pick up in hiring activity.  According to
    April's +7.9% annual increase, an extended improvement in the
    pace of hiring will allow 2005's year-over-year increase by
    apparel store sales to rise above the +5.2% of January-April
    to at least the +6.1% of yearlong 2004.  Apparel store sales
    grew by +5.0% annually, on average, during 1996-2000.

6. Lumber Price Deflation Curbs Growth Of Building Material Store
    Sales

    Sales at both building material stores and furniture and
    appliance stores should benefit from what has been and what
    should continue to be a brisk pace for home sales.  April's
    building material store sales advanced by a big +1.2% for the
    month, but their annual increase slowed from Q1 2005's steep
    +11.3% to April's +7.4%.

    Lumber price deflation may explain part of the drop in the
    annual increase of building material store sales.  Our index
    of lumber product prices was recently down by -38% from a year
    earlier, which differed radically from the concurrent +31%
    advance of the industrial metals price index.  The year-over-
    year change of the lumber product price index has plunged from
    yearlong 2004's +34% surge to the -9% deflation of January-
    April 2005, which helps to explain why the comparably measured
    growth of building material store sales slowed from +14.0% to
    +10.3%, respectively.  Building material store sales grew by
    +7.0% annually, on average, during 1996-2000.

    Furniture and appliance store sales have yet to benefit as
    much as has been expected from the extraordinarily rapid pace
    of home sales.  Nevertheless, despite being unchanged in April
    from the prior month, the average monthly increase of
    furniture and appliance store sales rose from 2004's +0.3% to
    the +0.6% of 2005-to-date.  Still, the annual increase of
    furniture and appliance store sales sagged from 2004's +6.7%
    to January-April's +4.9%, both of which lagged the category's
    +7.0% average annual increase of 1996-2000.

7. Inflation Boosts Drug Store Sales

    Pharmaceutical prices are growing more rapidly as inferred
    from the rise by the annual growth rate of drug store sales
    from yearlong 2004's +5.6% to the +6.1% of 2005-to-date.  Drug
    store sales expanded by +8.9% annually, on average, during
    1996-2000, possibly because of a faster rate of growth for
    pharmaceutical prices.

8. Sales at Restaurants And Non-Stores Top Trend

    Although the annual increase of bar and restaurant sales
    slowed from yearlong 2004's +8.4% to the +6.9% of 2005-to-
    date, hotel occupancy rates apparently remain comparatively
    high.  Restaurant sales still expand at a pace that well
    exceeds their +5.5% average annual growth rate of 1996-2000.

    A possible proxy for internet retailing -- nonstore sales --
    still grow at a breakneck pace. The +12.8% annual advance of
    non-store sales for January-April 2005 was only marginally
    lower than 2004's blistering 13.2% pace, both of which
    bettered 1996-2000's economy-leading average annualized
    increase of +11.8%.

9. Unemployment Rate's Slide Should Continue

    Initial state unemployment claims rose for the week of May 7,
    but the 4-week moving average of jobless claims fell by -4%
    form the 4-weeks-ended April 9th and was down by -5% from a
    year earlier.

    The latest 4 week average of first-time jobless claims trailed
    its average of the previous 13 weeks by merely -0.1%. Although
    the shrinkage of jobless claims has petered-out, they remain
    at levels that are consistent with the creation of at least
    +225,000 new jobs per month.

    April's deeper -13.0% year-over-year decline in the number of
    people collecting state unemployment benefits versus the
    shallower -5.9% yearly drop in the number of unemployed favors
    further declines by both joblessness and the unemployment
    rate.  In a manner that should support at least a +6% annual
    increase by 2005's retail sales, the unemployment rate ought
    to decline from April's 5.2% to 4.9% by year's end.

10. Credit Risk Premia Were Wider From July 1998 To September 2003

    The problems of corporate credit appear to be highly
    concentrated among companies from the US' motor vehicle and
    parts industry.  Although one investment-grade index of credit
    default swap spreads has risen from February 28, 2005's record
    low 23 basis points to the 64 points of May 11th, the latter
    still trails its 88 basis points mean of 2003, as well as its
    even higher 173 basis points average of April-December 2002.

    The yield spread over Treasuries of the speculative-grade
    composite widened from May 10th's 418 to May 11th's 426 basis
    points, which was up from the 275 points prior to the mid-
    March release of GM's downwardly revised outlook.  The latest
    speculative-grade spread tops each of its previous monthly
    averages going back to the 441 points of November 2003.
    However, this latest measure of high-yield credit risk still
    lags its 615 point average of 2003, as well as each annual
    average covering the span 1998-2002.

    In reaction to the financial crises of the summer and fall of
    1998, the speculative-grade yield spread widened from June
    1998's 335 basis points to the 452 points of December 1998.
    The latter credit risk premium might yet be realized fairly
    soon.

    Even before mid-March's enhanced likelihood of a swelling of
    the high-yield universe by mega fallen-angel downgrades, the
    speculative-grade corporate bond market was arguably
    overpriced.  One huge difference between today's high-yield
    market and that of 1998 is that upgrades' share of US high
    yield credit rating revisions is unlikely to mimic its plunge
    from the 61% of Q4 1997 to the 23% of Q4 1998.  Thus far, the
    dip in the high-yield upgrade ratio has been quite limited --
    from Q2 2004's 56% to the 52% of Q2-2005-to-date.  Both
    profitability and profit margins, as well as other aggregate
    measures of corporate debt repayment capacity are holding up
    better today than in 1998.

    Downgrades have yet to soar relative to upgrades in a manner
    that might otherwise indicate the end of a credit cycle
    upturn.


* BOND PRICING: For the week of May 9 - May 13, 2005
----------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
AAIPharma Inc.                        11.000%  04/01/10    45
ABC Rail Product                      10.500%  01/15/04     0
ABC Rail Product                      10.500%  12/31/04     0
Adelphia Comm.                         3.250%  05/01/21     6
Adelphia Comm.                         6.000%  02/15/06     6
Advanced Access                       10.750%  06/15/11    73
Aetna Industries                      11.875%  10/01/06     7
Allegiance Tel.                       11.750%  02/15/08    25
Allied Holdings                        8.625%  10/01/07    52
Amer. & Foreign Power                  5.000%  03/01/30    74
Amer. Color Graph.                    10.000%  06/15/10    66
Amer. Plumbing                        11.625%  10/15/08    14
Amer. Restaurant                      11.500%  11/01/06    60
Amer. Tissue Inc.                     12.500%  07/15/06     2
American Airline                       7.377%  05/23/19    66
American Airline                       7.379%  05/23/16    65
American Airline                       8.839%  01/02/17    74
American Airline                       8.800%  09/16/15    74
American Airline                      10.180%  01/02/13    69
American Airline                      10.190%  05/26/16    73
American Airline                      10.600%  03/04/09    66
American Airline                      10.680%  03/04/13    65
AMR Corp.                              4.500%  02/15/24    71
AMR Corp.                              9.200%  01/30/12    70
AMR Corp.                              9.750%  08/15/21    61
AMR Corp.                              9.800%  10/01/21    67
AMR Corp.                              9.880%  06/15/20    68
AMR Corp.                             10.000%  04/15/21    66
AMR Corp.                             10.125%  06/01/21    68
AMR Corp.                             10.150%  05/15/20    60
AMR Corp.                             10.200%  03/15/20    60
AMR Corp.                             10.290%  03/08/21    63
AMR Corp.                             10.400%  03/15/11    62
AMR Corp.                             10.450%  11/15/11    63
Anadigics                              5.000%  10/15/09    69
Apple South Inc.                       9.750%  06/01/06    20
AT Home Corp.                          0.525%  12/28/18    22
AT Home Corp.                          4.750%  12/15/06    30
ATA Holdings                          12.125%  06/15/10    45
ATA Holdings                          13.000%  02/01/09    45
Atlantic Coast                         6.000%  02/15/34    16
Atlas Air Inc.                         8.770%  01/02/11    29
Atlas Air Inc.                         9.702%  01/02/08    51
B&G Foods Holding                     12.000%  10/30/16     8
Bank New England                       8.750%  04/01/99    10
Bank New England                       9.500%  02/15/96     8
BBN Corp.                              6.000%  04/01/12     0
Bearingpoint Inc.                      2.750%  12/15/24    71
Bethlehem Steel                       10.375%  09/01/03     0
Broadband Tech.                        5.000%  05/15/01     0
Budget Group Inc.                      9.125%  04/01/06     0
Burlington Northern                    3.200%  01/01/45    60
Calpine Corp.                          4.000%  12/26/06    73
Calpine Corp.                          4.750%  11/15/23    51
Calpine Corp.                          7.625%  04/15/06    74
Calpine Corp.                          7.750%  04/15/09    54
Calpine Corp.                          7.875%  04/01/08    56
Calpine Corp.                          8.500%  07/15/10    72
Calpine Corp.                          8.500%  02/15/11    53
Calpine Corp.                          8.625%  08/15/10    53
Calpine Corp.                          8.750%  07/15/07    65
Calpine Corp.                          8.750%  07/15/13    70
Calpine Corp.                          9.875%  12/01/11    72
Charter Comm Hld.                      8.625%  04/01/09    71
Charter Comm Hld.                      9.625%  11/15/09    72
Charter Comm Hld.                     10.000%  04/01/09    74
Charter Comm Hld.                     10.000%  05/15/11    69
Charter Comm Hld.                     10.250%  01/15/10    73
Charter Comm Hld.                     10.750%  10/01/09    75
Charter Comm Hld.                     11.125%  01/15/11    73
Chic East ILL RR                       5.000%  01/01/54    55
Citadel Broadcas                       1.875%  02/15/11    73
Coeur D'Alene                          1.250%  01/15/24    69
Collins & Aikman                      10.750%  12/31/11    69
Comcast Corp.                          2.000%  10/15/29    43
Comdisco Inc.                          7.230%  08/16/01     0
Comprehens Care                        7.500%  04/15/10     0
Cone Mills Corp.                       8.125%  03/15/05    10
Continental Airlines                   7.461%  04/01/13    72
Continental Airlines                   8.312%  04/02/11    72
Corecomm Limited                       6.000%  10/01/06     5
Covad Communication                    3.000%  03/15/24    73
Cray Research                          6.125%  02/01/11    61
Curagen Corp.                          4.000%  02/15/11    54
Curative Health                       10.750%  05/01/11    70
Delta Air Lines                        2.875%  02/18/24    31
Delta Air Lines                        7.299%  09/18/06    58
Delta Air Lines                        7.700%  12/15/05    72
Delta Air Lines                        7.711%  09/18/11    60
Delta Air Lines                        7.779%  11/18/05    71
Delta Air Lines                        7.779%  01/02/12    50
Delta Air Lines                        7.900%  12/15/09    30
Delta Air Lines                        7.920%  11/18/10    44
Delta Air Lines                        8.000%  06/03/23    29
Delta Air Lines                        8.270%  09/23/07    70
Delta Air Lines                        8.300%  12/15/29    23
Delta Air Lines                        8.540%  01/02/07    32
Delta Air Lines                        8.540%  01/02/07    45
Delta Air Lines                        9.000%  05/15/16    21
Delta Air Lines                        9.200%  09/23/14    42
Delta Air Lines                        9.250%  03/15/22    21
Delta Air Lines                        9.300%  01/02/10    68
Delta Air Lines                        9.300%  01/02/10    63
Delta Air Lines                        9.300%  01/02/11    32
Delta Air Lines                        9.320%  01/02/09    42
Delta Air Lines                        9.750%  05/15/21    21
Delta Air Lines                        9.875%  04/30/08    73
Delta Air Lines                       10.000%  08/15/08    32
Delta Air Lines                       10.000%  06/01/10    36
Delta Air Lines                       10.000%  06/18/13    50
Delta Air Lines                       10.060%  01/02/16    50
Delta Air Lines                       10.125%  05/15/10    33
Delta Air Lines                       10.140%  08/14/11    68
Delta Air Lines                       10.140%  08/26/12    50
Delta Air Lines                       10.375%  02/01/11    26
Delta Air Lines                       10.375%  12/15/22    28
Delta Air Lines                       10.500%  04/30/16    45
Delta Air Lines                       10.790%  03/26/14    29
Delta Air Lines                       10.790%  03/26/14    37
Delphi Auto System                     6.500%  05/01/09    74
Delphi Auto System                     7.125%  05/01/29    68
Delphi Corp.                           6.500%  08/15/13    71
Delphi Trust II                        6.197%  11/15/33    43
Diva Systems                          12.625%  03/01/08     0
Duane Reade Inc.                       9.750%  08/01/11    74
Dura Operating                         9.000%  05/01/09    75
Dura Operating                         9.000%  05/01/09    70
Duty Free Int'l                        7.000%  01/15/04    25
DVI Inc.                               9.875%  02/01/04     9
E. Spire Comm Inc.                    10.625%  07/01/08     0
E. Spire Comm Inc.                    12.750%  04/01/06     0
E. Spire Comm Inc.                    13.000%  11/01/05     0
Eagle-Picher Inc.                      9.750%  09/01/13    64
Eagle Food Center                     11.000%  04/15/05     0
Edison Brothers                       11.000%  09/26/07     0
Encompass Service                     10.500%  05/01/09     0
Enron Corp.                            6.400%  07/15/06    32
Enron Corp.                            6.500%  08/01/02    33
Enron Corp.                            6.625%  10/15/03    33
Enron Corp.                            6.625%  11/15/05    33
Enron Corp.                            6.725%  11/17/08    31
Enron Corp.                            6.750%  09/01/04    31
Enron Corp.                            6.750%  09/15/04    30
Enron Corp.                            6.750%  07/01/05     0
Enron Corp.                            6.750%  08/01/09    30
Enron Corp.                            6.875%  10/15/07    32
Enron Corp.                            6.950%  07/15/28    30
Enron Corp.                            6.950%  07/15/28    33
Enron Corp.                            7.000%  08/15/23    33
Enron Corp.                            7.125%  05/15/07    34
Enron Corp.                            7.375%  05/15/19    33
Enron Corp.                            7.625%  09/10/04    29
Enron Corp.                            7.875%  06/15/03    30
Enron Corp.                            8.375%  05/23/05    33
Enron Corp.                            9.125%  04/01/03    33
Enron Corp.                            9.875%  06/15/03    11
Epic Resorts LLC                      13.000%  06/15/05     2
Evergreen Intl. Avi.                  12.000%  05/15/10    72
Exodus Comm. Inc.                     10.750%  12/15/09     0
Exodus Comm. Inc.                     11.625%  07/15/10     0
Falcon Products                       11.375%  06/15/09    42
Fedders North Am.                      9.875%  03/01/14    64
Federal-Mogul Co.                      7.500%  01/15/09    22
Federal-Mogul Co.                      8.120%  03/06/03    28
Federal-Mogul Co.                      8.160%  03/06/03    27
Federal-Mogul Co.                      8.250%  03/03/05    28
Federal-Mogul Co.                      8.370%  11/15/01    28
Federal-Mogul Co.                      8.370%  11/15/01    24
Federal-Mogul Co.                      8.460%  10/27/02    28
Federal-Mogul Co.                      8.800%  04/15/07    24
Fibermark Inc.                        10.750%  04/15/11    73
Finova Group                           7.500%  11/15/09    43
Firstworld Comm                       13.000%  04/15/08     1
Fleming Cos. Inc.                     10.125%  04/01/08     3
Flooring America                       9.250%  10/15/07     0
Foamex L.P.                            9.875%  06/15/07    53
Ford Motor Co                          6.625%  02/15/28    70
Ford Motor Co                          7.125%  11/15/25    73
Ford Motor Co                          7.400%  11/01/46    70
Ford Motor Co                          7.700%  05/15/97    69
Ford Motor Co                          7.750%  06/15/43    71
Ford Motor Credit                      5.150%  08/20/09    70
Ford Motor Credit                      5.250%  03/21/12    74
Ford Motor Credit                      5.750%  01/21/14    75
Ford Motor Credit                      6.000%  01/21/14    75
Ford Motor Credit                      6.000%  11/20/14    75
Ford Motor Credit                      6.000%  01/20/15    74
Ford Motor Credit                      6.000%  02/20/15    75
Ford Motor Credit                      6.050%  12/22/14    73
Ford Motor Credit                      6.150%  12/22/14    72
Ford Motor Credit                      6.250%  12/20/13    74
Ford Motor Credit                      6.250%  03/20/15    74
Ford Motor Credit                      7.500%  08/20/32    75
Fruit of the Loom                      8.875%  04/15/06     0
General Motors                         7.400%  09/01/25    69
General Motors                         8.100%  06/15/24    71
General Motors                         8.250%  07/15/23    74
General Motors                         8.375%  07/15/33    74
General Nutrition                      8.500%  12/01/10    74
GMAC                                   5.250%  01/15/14    72
GMAC                                   5.350%  01/15/14    70
GMAC                                   5.700%  06/15/13    75
GMAC                                   5.700%  12/15/13    74
GMAC                                   5.750%  01/15/14    73
GMAC                                   5.850%  06/15/13    73
GMAC                                   5.900%  01/15/19    64
GMAC                                   5.900%  01/15/19    66
GMAC                                   5.900%  02/15/19    64
GMAC                                   5.900%  10/15/19    64
GMAC                                   6.000%  11/15/13    73
GMAC                                   6.000%  12/15/13    75
GMAC                                   6.000%  02/15/19    69
GMAC                                   6.000%  02/15/19    69
GMAC                                   6.000%  02/15/19    65
GMAC                                   6.000%  03/15/19    68
GMAC                                   6.000%  03/15/19    65
GMAC                                   6.000%  03/15/19    66
GMAC                                   6.000%  03/15/19    60
GMAC                                   6.000%  03/15/19    66
GMAC                                   6.000%  04/15/19    65
GMAC                                   6.000%  09/15/19    68
GMAC                                   6.000%  09/15/19    66
GMAC                                   6.050%  08/15/19    67
GMAC                                   6.050%  08/15/19    60
GMAC                                   6.050%  10/15/19    66
GMAC                                   6.100%  09/15/19    67
GMAC                                   6.125%  10/15/19    69
GMAC                                   6.150%  08/15/19    67
GMAC                                   6.150%  09/15/19    66
GMAC                                   6.150%  10/15/19    66
GMAC                                   6.200%  04/15/19    70
GMAC                                   6.250%  12/15/18    68
GMAC                                   6.250%  01/15/19    66
GMAC                                   6.250%  04/15/19    65
GMAC                                   6.250%  05/15/19    68
GMAC                                   6.250%  07/15/19    68
GMAC                                   6.300%  08/15/19    66
GMAC                                   6.300%  08/15/19    72
GMAC                                   6.350%  04/15/19    67
GMAC                                   6.350%  07/15/19    67
GMAC                                   6.350%  07/15/19    70
GMAC                                   6.400%  12/15/18    72
GMAC                                   6.400%  11/15/19    68
GMAC                                   6.400%  11/15/19    67
GMAC                                   6.500%  06/15/18    70
GMAC                                   6.500%  11/15/18    69
GMAC                                   6.500%  12/15/18    70
GMAC                                   6.500%  12/15/18    71
GMAC                                   6.500%  05/15/19    70
GMAC                                   6.550%  12/15/19    66
GMAC                                   6.600%  08/15/16    75
GMAC                                   6.600%  05/15/18    69
GMAC                                   6.600%  06/15/19    71
GMAC                                   6.650%  06/15/18    74
GMAC                                   6.650%  10/15/18    74
GMAC                                   6.650%  10/15/18    75
GMAC                                   6.650%  02/15/20    74
GMAC                                   6.700%  08/15/16    73
GMAC                                   6.700%  06/15/18    72
GMAC                                   6.700%  11/15/18    70
GMAC                                   6.700%  06/15/19    70
GMAC                                   6.700%  12/15/19    64
GMAC                                   6.750%  06/15/17    75
GMAC                                   6.750%  03/15/18    72
GMAC                                   6.750%  07/15/18    70
GMAC                                   6.750%  09/15/18    74
GMAC                                   6.750%  10/15/18    71
GMAC                                   6.750%  11/15/18    70
GMAC                                   6.750%  05/15/19    70
GMAC                                   6.750%  05/15/19    72
GMAC                                   6.750%  06/15/19    70
GMAC                                   6.750%  06/15/19    73
GMAC                                   6.800%  09/15/18    72
GMAC                                   6.800%  10/15/18    75
GMAC                                   6.875%  07/15/18    67
GMAC                                   6.900%  06/15/17    70
GMAC                                   6.900%  07/15/18    70
GMAC                                   6.900%  08/15/18    72
GMAC                                   7.000%  06/15/16    74
GMAC                                   7.000%  06/15/16    74
GMAC                                   7.000%  07/15/16    74
GMAC                                   7.000%  06/15/17    73
GMAC                                   7.000%  07/15/17    72
GMAC                                   7.000%  02/15/18    72
GMAC                                   7.000%  02/15/18    73
GMAC                                   7.000%  02/15/18    72
GMAC                                   7.000%  03/15/18    74
GMAC                                   7.000%  05/15/18    73
GMAC                                   7.000%  05/15/18    73
GMAC                                   7.000%  08/15/18    72
GMAC                                   7.000%  09/15/18    72
GMAC                                   7.000%  02/15/21    72
GMAC                                   7.000%  09/15/21    69
GMAC                                   7.000%  09/15/21    69
GMAC                                   7.000%  06/15/22    72
GMAC                                   7.000%  11/15/23    71
GMAC                                   7.000%  11/15/24    66
GMAC                                   7.000%  11/15/24    66
GMAC                                   7.000%  11/15/24    69
GMAC                                   7.050%  05/15/17    74
GMAC                                   7.050%  03/15/18    73
GMAC                                   7.050%  04/15/18    72
GMAC                                   7.150%  09/15/18    73
GMAC                                   7.150%  01/15/25    71
GMAC                                   7.150%  03/15/25    70
GMAC                                   7.250%  05/15/17    74
GMAC                                   7.250%  09/15/17    74
GMAC                                   7.250%  01/15/18    74
GMAC                                   7.250%  04/15/18    74
GMAC                                   7.250%  08/15/18    75
GMAC                                   7.250%  01/15/25    74
GMAC                                   7.250%  02/15/25    69
GMAC                                   7.250%  03/15/25    74
GMAC                                   7.300%  01/15/18    75
GMAC                                   7.375%  04/15/18    74
GMAC                                   7.400%  12/15/17    72
GMAC                                   7.500%  11/15/17    73
GMAC                                   7.500%  03/15/25    73
Golden Books Pub                      10.750%  12/31/04     1
Golden Northwest                      12.000%  12/15/06    10
Graftech Int'l                         1.625%  01/15/24    65
GST Network Funding                   10.500%  05/01/08     0
Guilford Pharma                        5.000%  07/01/08    74
Gulf States STL                       13.500%  04/15/03     0
HNG Internorth.                        9.625%  03/15/06    31
Icon Health & Fit                     11.250%  04/01/12    71
Icos Corp.                             2.000%  07/01/23    72
Idine Rewards                          3.250%  10/15/23    75
Imperial Credit                        9.875%  01/15/07     0
Impsat Fiber                           6.000%  03/15/11    74
Inland Fiber                           9.625%  11/15/07    50
Intermet Corp.                         9.750%  06/15/09    51
Intermune Inc.                         0.250%  03/01/11    70
Iridium LLC/CAP                       10.875%  07/15/05    15
Iridium LLC/CAP                       11.250%  07/15/05    16
Iridium LLC/CAP                       13.000%  07/15/05    16
Iridium LLC/CAP                       14.000%  07/15/05    15
Isis Pharmaceutical                    5.500%  05/01/09    75
Jordan Industries                     10.375%  08/01/07    50
Kaiser Aluminum & Chem.               12.750%  02/01/03    10
Key Plastics                          10.250%  03/15/07     1
Kmart Corp.                            6.000%  01/01/08    12
Kmart Corp.                            8.990%  07/05/10    70
Kmart Corp.                            9.350%  01/02/20    25
Kmart Funding                          8.800%  07/01/10    75
Kmart Funding                          9.440%  07/01/18    40
Kulicke & Soffa                        0.500%  11/30/08    67
Lehman Bros. Holding                   6.000%  05/25/05    63
Lehman Bros. Holding                   7.500%  09/03/05    37
Level 3 Comm. Inc.                     2.875%  07/15/10    45
Level 3 Comm. Inc.                     6.000%  09/15/09    47
Level 3 Comm. Inc.                     6.000%  03/15/10    41
Liberty Media                          3.750%  02/15/30    59
Liberty Media                          4.000%  11/15/29    62
Loral Cyberstar                       10.000%  07/15/06    75
Lukens Inc.                            7.625%  08/01/04     0
LTV Corp.                              8.200%  09/15/07     0
MacSaver Financial                     7.875%  08/01/03     5
Metamor Worldwide                      2.940%  08/15/04     1
Mirant Corp.                           2.500%  06/15/21    72
Mirant Corp.                           5.750%  07/15/07    75
Mississippi Chem.                      7.250%  11/15/17     4
Molten Metal Tec                       5.500%  05/01/06     0
Muzak LLC                              9.875%  03/15/09    48
MSX Intl. Inc.                        11.375%  01/15/08    74
New Orl Grt N RR                       5.000%  07/01/32    74
North Atl Trading                      9.250%  03/01/12    72
Northern Pacific Railway               3.000%  01/01/47    60
Northwest Airlines                     7.875%  03/15/08    47
Northwest Airlines                     8.070%  01/02/15    54
Northwest Airlines                     8.130%  02/01/14    51
Northwest Airlines                     8.700%  03/15/07    49
Northwest Airlines                     9.875%  06/01/06    71
Northwest Airlines                     9.875%  03/15/07    60
Northwest Airlines                    10.000%  02/01/09    46
Northwest Steel & Wir.                 9.500%  06/15/01     0
Nutritional Src.                      10.125%  08/01/09    74
NWA Trust                             11.300%  12/21/12    67
Oakwood Homes                          7.875%  03/01/04    17
Oakwood Homes                          8.125%  03/01/09    24
Oscient Pharm                          3.500%  04/15/11    74
O'Sullivan Ind.                       13.375%  10/15/09    35
Orion Network                         11.250%  01/15/07    50
Orion Network                         12.500%  01/15/07    54
Outboard Marine                        9.125%  04/15/17     1
Owens Corning Fiber                    8.875%  06/01/02    75
Owens Corning Fiber                    9.375%  06/01/12    65
Pegasus Satellite                      9.625%  10/15/05    58
Pegasus Satellite                      9.750%  12/01/06    60
Pegasus Satellite                     12.375%  08/01/06    56
Pegasus Satellite                     13.500%  03/01/07     0
Pen Holdings Inc.                      9.875%  06/15/08    62
Penn Traffic Co.                      11.000%  06/29/09    46
Pharm Resources                        2.875%  09/30/10    74
Piedmont Aviat                         9.900%  11/08/06     8
Piedmont Aviat                        10.000%  11/08/12     0
Piedmont Aviat                        10.250%  01/15/07    23
Pixelworks Inc.                        1.750%  05/15/24    66
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     1
Polaroid Corp.                        11.500%  02/15/06     0
Portola Packaging                      8.250%  02/01/12    68
Primedex Health                       11.500%  06/30/08    45
Primus Telecom                         3.750%  09/15/10    27
Primus Telecom                         5.750%  02/15/07    32
Primus Telecom                         8.000%  01/15/14    53
Primus Telecom                        12.750%  10/15/09    46
Psinet Inc                            10.000%  02/15/05     0
Psinet Inc                            11.500%  11/01/08     0
Railworks Corp.                       11.500%  04/15/09     0
Radnor Holdings                       11.000%  03/15/10    70
Read-Rite Corp.                        6.500%  09/01/04    56
Reliance Group Holdings                9.000%  11/15/00    22
Reliance Group Holdings                9.750%  11/15/03     2
RJ Tower Corp.                        12.000%  06/01/13    54
Salton Inc.                           10.750%  12/15/05    62
Salton Inc.                           12.250%  04/15/08    55
Scotia Pac Co.                         7.110%  01/20/14    72
Solectron Corp.                        0.500%  02/15/34    65
Specialty Paperb.                      9.375%  10/15/06    65
Startec Global                        12.000%  05/15/08     0
Syratech Corp.                        11.000%  04/15/07    35
Teligent Inc.                         11.500%  03/01/08     1
Tops Appliance                         6.500%  11/30/03     0
Tower Automotive                       5.750%  05/15/24    20
Trans Mfg Oper                        11.250%  05/01/09    50
Triton PCS Inc.                        8.750%  11/15/11    63
Triton PCS Inc.                        9.375%  02/01/11    64
Tropical SportsW                      11.000%  06/15/08    35
Twin Labs Inc.                        10.250%  05/15/06    17
United Air Lines                       6.831%  09/01/08    15
United Air Lines                       6.932%  09/01/11    53
United Air Lines                       7.270%  01/30/13    41
United Air Lines                       7.811%  10/01/09    41
United Air Lines                       8.030%  07/01/11    15
United Air Lines                       8.250%  04/26/08    20
United Air Lines                       8.310%  06/17/09    53
United Air Lines                       8.700%  10/07/08    48
United Air Lines                       9.000%  12/15/03     7
United Air Lines                       9.020%  04/19/12    32
United Air Lines                       9.060%  09/26/14    46
United Air Lines                       9.125%  01/15/12     6
United Air Lines                       9.300%  03/22/08    38
United Air Lines                       9.350%  04/07/16    48
United Air Lines                       9.750%  08/15/21     8
United Air Lines                      10.110%  01/05/06    41
United Air Lines                      10.110%  02/19/06    36
United Air Lines                      10.125%  03/22/15    45
United Air Lines                      10.250%  07/15/21     8
United Air Lines                      10.360%  11/13/12    54
United Air Lines                      10.360%  11/20/12    54
United Air Lines                      10.670%  05/01/04     7
United Air Lines                      11.210%  05/01/14     8
Univ. Health Services                  0.426%  06/23/20    67
United Homes Inc.                     11.000%  03/15/05     0
Uromed Corp.                           6.000%  10/15/03     0
US Air Inc.                            9.330%  01/01/06    42
US Air Inc.                           10.250%  01/15/07     4
US Air Inc.                           10.610%  06/27/07     0
US Air Inc.                           10.680%  06/27/08     6
US Air Inc.                           10.700%  01/15/07    23
US Air Inc.                           10.900%  01/01/08     3
US Airways Inc.                        7.960%  01/20/18    48
US West Cap. Fdg                       6.875%  07/15/28    73
Utstarcom                              0.875%  03/01/08    61
Venture Hldgs                          9.500%  07/01/05     1
Visteon Corp.                          7.000%  03/10/14    65
WCI Steel Inc.                        10.000%  12/01/04    70
Werner Holdings                       10.000%  11/15/07    74
Westpoint Stevens                      7.875%  06/15/05     0
Westpoint Stevens                      7.875%  06/15/08     0
Winn-Dixie Store                       8.875%  04/01/08    50
Winstar Comm                          14.000%  10/15/05     1
Winstar Comm Inc.                     10.000%  03/15/08     0
Winstar Comm Inc.                     12.500%  04/15/08     0
World Access Inc.                      4.500%  10/01/02     7
World Access Inc.                     13.250%  01/15/08     1
Xerox Corp.                            0.570%  04/21/18    47


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***