---

      T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, May 18, 2005, Vol. 9, No. 116

                          Headlines

21 FORT WASHINGTON: Case Summary & Largest Unsecured Creditor
360NETWORKS: Court Orders Final Decree Closing Subsidiary Cases
ACE AVIATION: Fidelity Holds 18.99% of Class B Shares
ACCURIDE CORP: Exchanging $275MM Sub. Debt for Unregistered Notes
ACTION FORCE: Case Summary & 28 Largest Unsecured Creditors

ADESA INC: James Hallett Departs as Executive Vice President
AESP INC: Losses, Deficit & Default Trigger Going Concern Doubt
ALDERWOODS GROUP: Three Directors Acquire 2,236 Common Shares
ALLIANCE LAUNDRY: Posts $31.3 Million Net Loss in First Quarter
ARDENT HEALTH: Extends 10% Sr. Subordinated Debt Offer to June 13

ARMSTRONG WORLD: Wants to Assume Georgia Power Master Contract
AVADO BRANDS: Hires Myles E. Eastwood as Special Counsel
BARRETT T.B.: Wants Exclusive Filing Period Extended to Sept. 22
BLOCKBUSTER INC: Moody's Chips Ratings on Credit Facilities to B1
BREUNERS HOME: Trustee Wants Platzer Swergold as Special Counsel

BREUNERS HOME: Trustee Taps Claybrook & Associates as Accountants
BURLINGTON IND: BII Trust Files Chapter 11 Status Report
CANON COMMS: Moody's Assigns B3 Rating to New $95.5M Facility
CIRCUS & ELDORADO: Poor Performance Prompts S&P to Watch Ratings
COLLINS & AIKMAN: Files Chapter 11 Petition in E.D. Michigan

COLLINS & AIKMAN: Voluntary Chapter 11 Case Summary
COLLINS & AIKMAN: Bankruptcy Filing Cues S&P to Cut Rating to D
CONTRACTOR TECHNOLOGY: Voluntary Chapter 11 Case Summary
CROWN PACIFIC: Court Formally Closes 5 Affiliates' Ch. 11 Cases
CVS CREDIT: S&P Cuts Rating on Series A-2 Certificates

DONNKENNY INC: Taps Marketing Management for Investment Advice
EAGLE FOOD: Distributing 14.7% of Allowed General Unsecured Claims
EQUITY INNS: Offering $65 Million Sr. Notes via Private Placement
EQUITY INNS: S&P Rates Proposed $65-Mil. Sr. Unsec. Notes at B+
EXIDE TECH: Expects to Violate Covenant Under $365-Mil. Sr. Loan

FANNIE MAE: Stable Financial Performance Cues S&P to Lift Ratings
FREIGHTCAR AMERICA: March 31 Balance Sheet Upside-Down by $36MM
FURNITURE RETAIL: Case Summary & 20 Largest Unsecured Creditors
GARDEN RIDGE: Exits Chapter 11 & Reports Sales Increase in April
GMAC MORTGAGE: Fitch Affirms Low-B Ratings on Two Equity Classes

HEALTH NET: Moody's Pares Sr. Unsec. Debt Rating to Ba2 from Ba1
HIS VISION: Case Summary & 20 Largest Unsecured Creditors
HOLLYWOOD ENT: Movie Gallery Takeover Cues S&P to Withdraw Ratings
INSITE VISION: March 31 Balance Sheet Upside-Down by $453,000
J.A. JONES: Committee Has Until June 30 to Object to Claims

JACK HALL: Case Summary & 20 Largest Unsecured Creditors
JACUZZI BRANDS: Sale Cues Fitch to Put Ratings on Watch Evolving
JAZZ PHOTO: Judge Stern Confirms Plan of Liquidation
JEUNIQUE INTERNATIONAL: Court Confirms Chapter 11 Plan
LAC D'AMIANTE: U.S. Trustee Will Meet Creditors Today

LEE'S TRUCKING: Wants to Hire Depper Law as Bankruptcy Counsel
LSP BATESVILLE: S&P Lifts Ratings on $326 Million Sr. Sec. Bonds
MCI INC: Verizon Closes Purchase of 43.4 Million MCI Shares
MCI INC: Board Members Will Purchase Company Stock
MERIDIAN AUTOMOTIVE: Wants to Employ PwC as Accountants

MERIDIAN AUTOMOTIVE: Wants to Hire Mercer as Consultants
MIRANT CORP: Shareholder Says Disclosure Statement is Deficient
MIRANT CORP: Asks Court to Estimate Seven Multi-Million Tax Claims
MIRANT CORP: Creditors Comm. Hires Russell Reynolds as Headhunter
MIRAVANT MEDICAL: March 31 Balance Sheet Upside-Down by $5 Mil.

MITCHELL SCONFIENZA: Case Summary & 12 Largest Unsecured Creditors
MUZAK HOLDINGS: Posts $11.4 Million Net Loss in First Quarter
NATIONAL CENTURY: HCA Holds $4.9 Mil. Allowed Gen. Unsec. Claim
NETEXIT INC: Asks Court to Extend Solicitation Period to Dec. 30
NORTHWESTERN: Fitch Lowers Two Note Classes Three Notches to C

ORGANIZED LIVING: Reduces Workforce at Westerville Headquarters
OVERNITE TRANSPORTATION: Moody's Affirms Ba1 Debt Ratings
OWENS CORNING: Gets Court's Final Nod on Restricting Equity Trades
PARMALAT USA: Court Okays Settlement Pact with Brooklyn Landlords
PERRY ELLIS: Anticipates Record Revenue for First Quarter 2005

PROGRESSIVE GAMING: Good 1st Qtr. Earnings Cue S&P to Lift Ratings
REGIONAL DIAGNOSTICS: Section 341(a) Meeting Slated for June 9
RIGGS NATIONAL: Fitch Ups Ratings on Long-Term Debts After Merger
RIGGS NATIONAL: PNC Financial Merger Cues S&P to Upgrade Ratings
ROUGE INDUSTRIES: Sells Waste Facility to Severstal for $265,000

ROUGE INDUSTRIES: Wants Removal Period Extended to July 18
SEARS HOLDINGS: Adopts 2005 Senior Executive Incentive Programs
SECURITY CAPITAL: Delays Filing Financial Report to Complete Audit
SENECA GAMING: Moody's Assigns B1 Rating to $200M Sr. Note Add-on
SENECA GAMING: S&P Puts BB- on Proposed $200 Million Senior Notes

SIERRA HEALTH: Strong Cash Flow Prompts S&P to Lift Ratings
SOLEXA INC: Recurring Losses Trigger Going Concern Doubt
SOLUTIA INC: Amending $525 Mil. DIP Financing to Improve Pricing
SOUTHWEST RECREATIONAL: Ch. 11 Trustee Taps Braver as Accountant
SR TELECOM: Bankruptcy Warning & Going Concern Doubt in Form 20-F

STELLAR FUNDING: Fitch Junks Three Bond Classes
STORAGE COMPUTER: Delays Filing Form 10-Q to Secure New Financing
TEXAS PETROCHEMICAL: Court Confirms Huff Alternative's Plan
TRINSIC INC: March 31 Balance Sheet Upside-Down by $18 Million
TROPICAL SPORTSWEAR: U.S. Trustee Amends Committee Membership

TROPICAL SPORTSWEAR: Taps Ernst & Young as Audit & Tax Consultants
UAL CORP: Inks Deal with Mesa Air for United Express Service
UAL CORP: Inks New Tentative Labor Pact with Mechanics
WAVERIDER COMMS: March 31 Balance Sheet Upside-Down by $412,659
WHX CORP: Taps Jeffries & Company as Financial Consultant

WORLDCOM INC: Asks Court to Disallow Mississippi Tax Claims
WORLDCOM INC: Balks at Donald Geragi's Motion to Lift Stay
YELLOW ROADWAY: Moody's Puts Ba1 Rating on $250M Rate Notes

* Mintz Levin Promotes Twelve Attorneys to Member Status
* Douglas Van Gessel Joins Sheppard Mullin in San Francisco Office

* Upcoming Meetings, Conferences and Seminars

                          *********


21 FORT WASHINGTON: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: 21 Fort Washington Realty Management LLC
        c/o Vertical Enterprises
        P.O. Box 503
        New York, New York 10018

Bankruptcy Case No.: 05-13635

Chapter 11 Petition Date: May 17, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: John Edward Westerman, Esq.
                  Westerman Ball Ederer Miller & Sharfstein, LLP
                  170 Old Country Road, Fourth Floor
                  Mineola, New York 11501
                  Tel: (516) 622-9200
                  Fax: (516) 622-9212

Total Assets: Undetermined

Total Debts:  $2,316,673

Debtor's Largest Unsecured Creditor:

   Entity                                 Claim Amount
   ------                                 ------------
Murray Start, F.W.F. Realty Associates         $75,000
No. 2 & 3G Associates
733 Yonkers Avenue
Yonkers, NY 10704
Attn: James Coleman


360NETWORKS: Court Orders Final Decree Closing Subsidiary Cases
---------------------------------------------------------------
As previously reported, Reorganized 360networks, Inc., and its
debtor-affiliates asked the United States Bankruptcy Court for the
Southern District of New York to enter a final decree closing
their subsidiaries' Chapter 11 cases.

Accordingly, Judge Gropper enters a final decree closing the
subsidiary Chapter 11 cases of:

      Case No.    Debtor
      --------    ------
      01-13722    Telecom Central, L.P.
      01-13726    360networks Holdings (USA) Inc.
      01-13734    360fiber (USA 2) Inc.
      01-13736    360fiber (USA 3) Inc.
      01-13738    360networks (USA) of Virginia Inc.
      01-13740    360networks LLC
      01-13742    360networks Illinois LLC
      01-13744    360networks Iowa LLC
      01-13746    360networks Kentucky LLC
      01-13724    360networks Louisiana LLC
      01-13727    360networks Michigan LLC
      01-13733    360networks Tennessee LLC
      01-13737    360carrier Management Inc.
      01-13743    TRES Management LLC
      01-13745    Meet Me Room LLC
      01-13747    Carrier Centers Georgia, Inc.
      01-13748    Carrier Center LA, Inc.
      01-13749    Texas Carrier Centers Inc.
      01-13750    360pacific (USA) Inc.
      01-13730    360networks Mississippi LLC

The Chapter 11 cases of 360networks (USA) Inc., and 360fiber,
Inc., will remain open pending further Court order.

Headquartered in Vancouver, British Columbia, 360networks, Inc. --
http://www.360.net/-- is a leading independent provider of fiber
optic communications network products and services worldwide.  The
Company and its 22 debtor-affiliates filed for chapter 11
protection on June 28, 2001 (Bankr. S.D.N.Y. Case No. 01-13721),
obtained confirmation of a plan on October 1, 2002, and emerged
from chapter 11 on November 12, 2002. Alan J. Lipkin, Esq., and
Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, represent
the Company before the Bankruptcy Court.  When the Debtors filed
for protection from its creditors, they listed $6,326,000,000 in
assets and $3,597,000,000 in liabilities.  (360 Bankruptcy News,
Issue No. 83; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ACE AVIATION: Fidelity Holds 18.99% of Class B Shares
-----------------------------------------------------
Eric D. Roiter, Esq., Senior Vice President and General Counsel of
Fidelity Management & Research Company, informs the Canadian
Securities Administrators that Fidelity's shares in ACE Aviation
Holdings, Inc., have increased by 1,053,700 Class B Common
Shares, based on the increase in the shares outstanding reported
by ACE.  This represents no net increase of the shares held by
Fidelity.

Fidelity currently holds 3,234,400 Class B Common Shares
representing approximately 18.99% of the outstanding shares of
that class.

According to Mr. Roiter, the Class B Common Shares were acquired
in the ordinary course of business, for investment purposes only
and not with the purpose of exercising control or direction over
ACE.  Fidelity may from time to time, on behalf of funds or
accounts it manages, acquire additional Common Shares, dispose of
some or all of the Common Shares they hold, or continue to hold
Common Shares.

ACE Aviation is the parent holding company of Air Canada and
certain other subsidiaries including Aeroplan LP, Jazz Air LP and
ACTS LP.  Montreal-based Air Canada provides scheduled and charter
air transportation for passengers and cargo to more than 150
destinations on five continents.  Canada's flag carrier is the
14th largest commercial airline in the world and serves 29 million
customers annually with a fleet consisting of 293 aircraft.  Air
Canada is a founding member of Star Alliance providing the world's
most comprehensive air transportation network.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2004,
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Montreal, Quebec-based ACE Aviation
Holdings Inc. and its wholly owned subsidiary, Air Canada.  S&P
says the outlook is stable.  (Air Canada Bankruptcy News, Issue
No. 64; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ACCURIDE CORP: Exchanging $275MM Sub. Debt for Unregistered Notes
-----------------------------------------------------------------
Accuride Corporation (NYSE:ACW) commenced an offer to exchange up
to $275 million in aggregate principal amount of its 8-1/2% Senior
Subordinated Notes due 2015, which have been registered under the
Securities Act of 1933, as amended, for its outstanding
unregistered 8-1/2% Senior Subordinated Notes due 2015.  The
exchange offer will expire at 5:00 p.m., New York City time on
Tuesday, June 14, 2005, unless Accuride Corporation, in its sole
discretion, decides to extend the exchange offer.

The exchange agent for the exchange offer is The Bank of New York
Trust Company, N.A., Attention: Corporate Trust Department,
Reorganization Unit, 101 Barclay Street - 7E, New York, NY 10286.
For information by telephone, call 1-212-815-5920.

                        About the Company

Accuride Corporation -- http://www.accuridecorp.com/-- is one of
the largest and most diversified manufacturers and suppliers of
commercial vehicle components in North America.  Accuride's
products include commercial vehicle wheels, wheel-end components
and assemblies, truck body and chassis parts, seating assemblies
and other commercial vehicle components.  Accuride's products are
marketed under its brand names, which include Accuride, Gunite,
Imperial, Bostrom, Fabco and Brillion.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 3, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Accuride Corporation to 'B+' from 'B' and removed the
ratings from CreditWatch, where they were placed on Dec. 28, 2004.

Evansville, Indiana-based Accuride has total debt of about
$800 million.  The ratings outlook is stable.

"The upgrade follows Accuride's completion of the acquisition of
TTI and reflects the improved operating performance of both
companies in 2004 as they have benefited from robust demand of the
heavy-duty truck industry," said Standard & Poor's credit analyst
Martin King.

As reported in the Troubled Company Reporter on Jan. 20, 2005,
Moody's Investors Service has assigned B2 ratings to the new first
lien bank credit facilities of Accuride Corporation and Accuride
Canada Inc., and a Caa1 rating to the proposed offering of senior
subordinated notes to be issued under Rule 144a.  Further, the
existing B2 senior implied and B3 senior unsecured issuer ratings
as well as the Caa1 rating for the company's existing issue of
senior subordinated notes due in 2008, have been confirmed.  The
outlook has been revised to positive from stable.  The rating
actions follow from the refinancing plan that Accuride has
announced as part of its acquisition of Transportation
Technologies Industries, Inc. -- TTI, which could incorporate new
equity issuance as indicated in the filing of an S-1 with the SEC.
Given the potential for the continued favorable performance of the
combined group and the issuance of primary equity to result in
debt reduction, the outlook has been revised to positive from
stable.

Specifically the rating agency assigned these ratings:

   * B2 for Accuride Corporation's $615 million first lien term
     loan

   * B2 for Accuride Corporation's $95 million first lien
     revolving credit

   * B2 for Accuride Canada Inc.'s $30 million first lien
     revolving credit

   * Caa1 for Accuride Corporation's senior subordinated note
     offering

Moody's also confirmed these ratings:

   * Caa1 for Accuride Corporation's existing $189.9 million of
     remaining senior subordinated notes

   * B2 for Accuride Corporation's senior implied rating

   * B3 for Accuride Corporation's senior unsecured issuer rating


ACTION FORCE: Case Summary & 28 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Action Force Security, Inc.
             P.O. Box 4138
             San Juan, Puerto Rico 00958

Bankruptcy Case No.: 05-04451

Debtor's affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
Yolanda Lopez-Torres                             05-04450

Chapter 11 Petition Date: May 14, 2005

Court: District of Puerto Rico (Old San Juan)

Judge: Enrique S. Lamoutte

Debtor's Counsel: Teresa M. Lube Capo, Esq.
                  Lube & Soto Law Office
                  702 Calle Union Apt G1 Unimar
                  San Juan, Puerto Rico 00907-4202
                  Tel: (787) 722-0909

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

A. Lead Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Banco Popular De Puerto Rico  Trade Debt                $150,000
Special Loans Department
P.O. Box 362708
San Juan, PR 00936-2708

Banco Popular De Puerto Rico  Trade Debt                 $40,000
Special Loans Department
P.O. Box 362708
San Juan, PR 00936-2708

Departamento De Hacienda      Trade Debt                  $2,970
P.O. Box 50074
San Juan, PR 00902-6274

Caguas Uniforms Inc.          Trade Debt                  $2,110
P.O. Box 434 Pmb
Caguas, PR 00726

Banco Bilbao Vizcaya          Trade Debt                  $4,126
Depto. Autos                  Value of collateral:
P.O. Box 364745               $3,000
San Juan, PR 00936-4745       Unsecured value:
                              $1,126

Ford Motor Credit Corp.       Value of collateral:       $11,689
P.O. Box 364189               $11,000
San Juan, PR 00936-4189       Unsecured value:
                              $689

Ford Motor Credit Corp.       Value of collateral:       $11,571
P.O. Box 364189               $11,000
San Juan, PR 00936-4189       Unsecured value:
                              $571

Ford Motor Credit Corp.       Value of collateral:        $7,247
P.O. Box 364189               $7,000
San Juan, PR 00936-4189       Unsecured value:
                              $247

U.S. Department Of Labor      Salary claim                    $0
201 Varick Street
Room 983
New York, NY 10014

Leslie A. Sandoval            Salary claim                    $0
P.O. Box HC 01 Box 24705
Caguas, PR 00725

Javier R. Sanchez Lopategui   Torts claim                     $0
Atty. Miriam B. David Toledo
P.O. Box 195549
San Juan, PR 00919

Emilio Perez Graulau          Torts claim                     $0
C/O Ace Insurance Company
Scotiabank Plaza
San Juan, PR 00917

Departamento Del Trabajo      Salary claim                    $0
P.O. Box 1020
San Juan, PR 00936-1020

William Silva Martinez        Torts claim                     $0
Atty. Frank Catala Morales
P.O. Box 70244
San Juan, PR 00936

Johnny Elias Rivera           Torts claim                     $0
Atty. Luis Toro Goyco
Cond. El Centro 2, Suite 1301
San Juan, PR 00918

Iris Taffanelli Figueroa      Torts claim                     $0
C/O Atty. Nelson Borges
Villa Nevarez 350 Calle 32
San Juan, PR 00927

Departamento Del Trabajo                                      $0
P.O. Box 1020
San Juan, PR 00936-1020

Carmen Lopez Cede¤o                                           $0
C/O Luis E. Martir
Urb. Sta Rosa
Ave Aguas Buenas Blq. 16 #25
Bayamon, PR 00959
Torts Claim Unliquidated

William Reyes                 Torts claim                     $0

Wilfredo Umpierre Garcia      Torts claim                     $0
Berrios & Longo Law Offices
Cond Capital CTR
San Juan, PR 00917

B. Yolanda Lopez-Torres' 8 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Ford Motor Credit Corp.       Lease                      $80,000
P.O. Box 364189
San Juan, PR 00936-4189

Citicard                      Credit card                 $3,000
P.O. Box 8120
South Hackensack, NJ 07606

Banco Popular De PR           Credit card                 $2,610
Bankruptcy Division
P.O. Box 36-6818
San Juan, PR 00936-6818

Gordon's                      Credit card                   $600
P.O. Box 22016
Tempe, AZ 85285-2016

Citicard                      Credit card                   $600
P.O. Box 8120
South Hackensack, NJ 07606

Citicard                      Credit card                   $400
P.O. Box 8120
South Hackensack, NJ 07606

Rafael Jimenez Jimenez                                        $0

U.S. Department Of Labor                                      $0
201 Varick Street, Room 983
New York, NY 10014


ADESA INC: James Hallett Departs as Executive Vice President
------------------------------------------------------------
ADESA, Inc., said it made additional management realignment
changes to better position itself for the future and to continue
to take advantage of synergies across its business lines.

ADESA reported one round of management changes in mid-April,
naming Brad Todd Chief Operating Officer of ADESA Corp., in
addition to his responsibilities as President of AFC (ADESA's
floorplan financing segment), and Paul Lips Senior Vice President
of Operations for ADESA Corp. (ADESA's U.S. used vehicle auction
segment).

The current announcement includes the departure of James Hallett,
Executive Vice President of ADESA, Inc., and President of ADESA,
Corp., LLC.  The departure was effective May 6, 2005.

Chuck Tapp, Executive Vice President, Sales and Marketing, of
ADESA Corp. will head up the customer relationship role.
Chairman, President and CEO David Gartzke will assume the title of
President of ADESA Corp., in addition to his other roles, with
both Mr. Todd and Mr. Tapp reporting to him.

"Customer relationships are important strategically for ADESA and
something we take very seriously," Mr. Gartzke added.  "In today's
environment, it is critical that ADESA senior management
constantly reassess customer needs and how to best serve them."

Mr. Gartzke added that these crossover management changes are key
to leadership development for the future and that operating
business lines separately without maximizing efficiencies and
resources is just not the right model for ADESA's future.

"We're excited about this further realignment and the opportunity
it brings to take the company forward," Mr. Gartzke said.

Headquartered in Carmel, Indiana, ADESA, Inc. (NYSE: KAR) --
http://www.adesainc.com/-- is North America's largest publicly
traded provider of wholesale vehicle auctions and used vehicle
dealer floorplan financing.  The Company's operations span North
America with 53 ADESA used vehicle auction sites, 30 Impact
salvage vehicle auction sites and 83 AFC loan production offices.

                         *     *     *

As reported in the Troubled Company Reporter on June 4, 2004,
Standard & Poor's Rating Services assigned its 'B+' rating to
ADESA Inc.'s proposed $125 million senior subordinated notes due
2012, and affirmed its 'BB' corporate credit and senior secured
ratings on the Carmel, Indiana-based operator of wholesale
used-vehicle auctions and provider of used-vehicle floorplan
financing.  Moody's affirmed its B1 rating on those 7-5/8% senior
unsecured subordinated notes due June 15, 2012, on Nov. 2, 2004.


AESP INC: Losses, Deficit & Default Trigger Going Concern Doubt
---------------------------------------------------------------
AESP, Inc., had net losses of $3.6 million, $2.7 million and
$2.3 million in 2004, 2003 and 2002.  The Company also has no
working capital and a current ratio of 0.76 at December 31, 2004.

Further, the Company's term note in the amount of $631,000 due to
Bendes Investment Ltd. is due on October 27, 2005 (a six-month
extension to October 27, 2005 was signed on April 28, 2005) and
its term note in the amount of $1,493,000 due to Chao Jui Hsia is
due December 31, 2005.

The Company said it currently has the funding available to repay
the Bendes and Chao term loans.  According to AESP, its failure to
repay Bendes and Chao (or to obtain an extensions of the maturity
dates of the term notes) or to have sufficient working capital to
operate its business could have a material adverse impact on the
company.

The Company's independent certified public accountants stated in
their report with respect to the Company's consolidated financial
statements at December 31, 2004, that the Company's recurring
losses from operations, working capital deficit, failure to
maintain compliance with the financial covenants of its financing
arrangements and maturities during 2005 of its outstanding debt
raise substantial doubt about the Company's ability to continue as
a going concern.

                        About the Company

AESP, Inc. -- http://www.aesp.com/and http://www.signamax.com/--  
designs, manufactures, markets and distributes network
connectivity products under the brand name Signamax Connectivity
Systems as well as customized solutions for original equipment
manufacturers worldwide.

At Dec. 31, 2004, AESP, Inc.'s balance sheet showed a $1,245,000
stockholders' deficit, compared to a $1,833,000 positive equity at
Dec. 31, 2003.

As reported in the Troubled Company Reporter on May 17, 2005,
AESP, Inc. filed a Form 15 to voluntarily deregister its common
stock under the Securities Exchange Act of 1934, as amended.
Effective with the filing of the Form 15, AESP's obligation to
file reports with the SEC, including Forms 10-K, 10-Q, and 8K, has
been suspended.  AESP expects that the Form 15 will become
effective 90 days from May 13, 2005.


ALDERWOODS GROUP: Three Directors Acquire 2,236 Common Shares
-------------------------------------------------------------
In separate regulatory filings with the Securities and Exchange
Commission, three directors of Alderwoods Group, Inc., report that
they acquired 1,663 shares of the Company's common stock on
March 29, 2005:

                                           Amount of Securities
                                           Beneficially Owned
     Director            Shares Acquired   Following Transaction
     --------            ---------------   ---------------------
     Charles M. Elson        288                27,586
     David R. Hilty          434                15,331
     Olivia F. Kirtley       941                16,066

On April 18, 2005, the directors report that they acquired 573
additional shares of the Company's common stock:

                                           Amount of Securities
                                           Beneficially Owned
     Director            Shares Acquired   Following Transaction
     --------            ---------------   ---------------------
     Charles M. Elson        116                27,702
     David R. Hilty          116                15,447
     Olivia F. Kirtley       341                16,407

The shares acquired by Mr. Elson and Ms. Kirtley were issued in
the form of deferred stock credited to a "participant account" in
the name of Mr. Elson and Ms. Kirtley, as outlined in the
Directors Compensation Plan.

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

                         *     *     *

As previously reported in the Troubled Company Reporter on
July 27, 2004, Standard & Poor's Ratings Services it affirmed its
'B+' corporate credit rating on the funeral home and cemetery
operator Alderwoods Group, Inc., and assigned its 'B' debt rating
to the company's proposed $200 million senior unsecured notes due
in 2012.  At the same time, Standard & Poor's also assigned its
'BB-' senior secured bank loan rating and its '1' recovery rating
to Alderwoods' proposed $75 million revolving credit facility,
which matures in 2008, and to its proposed term loan B, which
matures in 2009.  The existing term loan had $242 million
outstanding at March 27, 2004, but will be increased in size.  The
bank loan ratings indicate that Standard & Poor's expects a full
recovery of principal in the event of a default, based on an
assessment of the loan collateral package and estimated asset
values in a distressed default scenario.  The company is expected
to use the proceeds from the new financings to redeem $320 million
of 12.25% senior unsecured notes, repay a $25 million subordinated
loan, and fund transaction costs.  As of March 27, 2004, the
company had $614 million of debt outstanding.  (Loewen Bankruptcy
News, Issue Nos. 96 & 97; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ALLIANCE LAUNDRY: Posts $31.3 Million Net Loss in First Quarter
---------------------------------------------------------------
Alliance Laundry Holdings LLC reported results for the quarter
ended March 31, 2005.

Net revenues for the combined three months ended March 31, 2005,
increased $3.6 million, or 5.5%, to $69.9 million from
$66.3 million for the three months ended March 31, 2004.  Net loss
for the combined three months ended March 31, 2005 was
$31.3 million as compared to net income of $4.2 million for the
three months ended March 31, 2004.  Adjusted EBITDA for the
combined three months ended March 31, 2005, was $12.7 million
compared with Adjusted EBITDA of $15.1 million for the three
months ended March 31, 2004.

The overall net revenue increase of $3.6 million was attributable
to higher commercial and consumer laundry revenue of $2.9 million
and service parts revenue of $700,000.  Net loss for the combined
three months ended March 31, 2005 included certain costs and
expenses related to the acquisition of Alliance Laundry Holdings
LLC by ALH Holding Inc., on January 27, 2005.  Included in the net
loss for the combined three months ended March 31, 2005, was:

    (1) the amortization of $5.6 million related to an inventory
        step-up to fair market value recorded on the acquisition
        date,

    (2) $1.1 million of non-cash incentive compensation resulting
        from the acceleration of vesting for incentive units on
        the date of the acquisition, and

    (3) $18.8 million of seller related transaction costs
        associated with the sale of business and $9.9 million from
        the loss on early extinguishment of debt, with no similar
        costs in 2004.

In announcing the Company's results, CEO and President Thomas F.
L'Esperance said, "We are extremely pleased with our top line
revenue growth of 5.5% for the three months ended March 31, 2005.
Leading the way for the three months was higher international
equipment revenue of $1.3 million, higher North American
commercial equipment revenue of $1.1 million and higher consumer
laundry revenue of $1.2 million."

"We are pleased to have the purchase of Alliance behind us and
look forward to focusing our efforts on growing the business and
delevering the Company," said Mr. L'Esperance.

                        About the Company

Alliance Laundry Holdings LLC is the parent company of Alliance
Laundry Systems LLC -- http://www.comlaundry.com/-- a leading
North American manufacturer of commercial laundry products and
provider of services for laundromats, multi-housing laundries, on-
premise laundries and drycleaners.  Alliance offers a full line of
washers and dryers for light commercial use as well as large
frontloading washers, heavy duty tumbler dryers, and presses and
finishing equipment for heavy commercial use.  The Company's
products are sold under the well known brand names Speed Queen(R),
UniMac(R), Huebsch(R) and Ajax(R).

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 7, 2005,
Moody's Investors Service assigned a B3 rating to Alliance Laundry
Systems LLC's proposed guaranteed senior subordinated notes (the
notes will be co-issued by Alliance Laundry Corporation) and a
B1 rating to Alliance Laundry Systems LLC's proposed senior
secured revolving credit facility and senior secured term loan.

Additionally, Moody's assigned a B1 senior implied rating to
Alliance Laundry Systems LLC and withdrew the B2 senior implied
rating of Alliance Laundry Holdings, Inc.

In May 2004, Moody's downgraded the company's senior implied
rating to B2 from B1, reflecting the concern that the issuance of
income deposit securities -- IDS -- securities would significantly
elevate Alliance's risk profile.  Alliance recently withdrew its
registration statement for the IDS.  The restoration of the B1
senior implied rating reflects Moody's expectation that the
company's liquidity profile under the proposed capital structure
will be much stronger than under the IDS structure.  The ratings
are also supported by the company's strong market position within
the commercial laundry market as well as the relative stability of
its cash flows.  Nevertheless, the ratings also recognize:

   (1) the significant increase in debt that will result from
       Teachers' Private Capital's, the private equity arm of the
       Ontario Teachers' Pension Plan, purchase of Alliance from
       Bain Capital and minority shareholders for $450 million
       (implying an LTM EBITDA multiple of approximately 8.0
       times); and

   (2) Alliance's high pro forma leverage with adjusted debt to
       EBITDA of 6.8 times for the LTM ended September 30, 2004,
       (debt includes the new financing, securitized receivables
       and the overcollateralization of securitized finance
       receivables while EBITDA excludes non-recurring expenses
       associated with the IDS issuance).

Although Moody's acknowledges that the company's pro forma credit
metrics are weak for the B1 rating category, the ratings are
predicated on our expectation that the company will continue to
generate positive free cash flow that will be applied to debt
reduction.  The rating outlook is stable.

The stable outlook reflects Moody's expectation that Alliance will
generate no less than $20 million of free cash flow (FCF - cash
from operations less capital expenditures) on an annual basis and
that the company's adjusted leverage will decline below 6.0 times
within the next 12 to 18 months.  Conversely, Alliance's ratings
would come under downward pressure should operating performance
deteriorate or rising input costs increase adjusted leverage
beyond 7.0 times or annual FCF fall below $20 million.

These summarizes the ratings activity:

Ratings assigned:

   * $150 million guaranteed senior subordinated notes, due 2013
     -- B3

   * $50 million guaranteed senior secured revolver, due 2011
     -- B1

   * $200 million guaranteed senior secured term loan B, due 2012
     -- B1

   * Senior implied rating -- B1

   * Senior unsecured issuer rating -- B2

Ratings to be withdrawn:

   * $110 million senior subordinated notes, due 2008 -- B3
   * $45 million senior secured revolver, due 2007 -- B1
   * $136 million senior secured term loan, due 2007 -- B1

Alliance's ratings reflect:

   (1) its leading market position with 39% of the North American
       stand-alone commercial laundry equipment market serving
       laundromats, on-premises laundry, and multi-housing
       sectors, and


   (2) its entrenched relationships with distributors and route
       operators.


ARDENT HEALTH: Extends 10% Sr. Subordinated Debt Offer to June 13
-----------------------------------------------------------------
Ardent Health Services LLC extends the expiration date for the
previously announced cash tender offer and consent solicitation by
its subsidiary, Ardent Health Services, Inc., for its outstanding
10% Senior Subordinated Notes due 2013 from 5:00 p.m., New York
City time, on May 30, 2005 to 5:00 p.m., New York City time, on
June 13, 2005.  The company has received tenders and consents from
holders of $224.97 million in aggregate principal amount of the
Notes, representing approximately 99.99% of the outstanding Notes.

The price determination date will be 2:00 p.m., New York City
time, 10 business days prior to the Expiration Date.  The
completion of the tender offer and consent solicitation is subject
to the satisfaction or waiver by the company of a number of
conditions, as described in the Offer to Purchase and Consent
Solicitation Statement dated April 15, 2005.  Holders who validly
tender their Notes and which Notes are accepted for purchase are
expected to receive payment on or promptly after the date on which
the company satisfies or waives the conditions of the tender offer
and consent solicitation.

Requests for documents relating to the tender offer and consent
solicitation may be directed to Global Bondholder Services
Corporation, the depositary and information agent for the tender
offer and consent solicitation, at (212) 430-3774 (collect) or
(866) 389-1500 (U.S. toll-free).  Additional information
concerning the tender offer and consent solicitation may be
obtained by contacting Banc of America Securities LLC, the dealer
manager and solicitation agent for the tender offer and consent
solicitation at (704) 388-9217 (collect) or (888) 292-0070 (U.S.
toll-free).

                       About the Company

Ardent Health Services is a provider of health care services to
communities throughout the United States.  Ardent currently owns
34 hospitals in 13 states, providing a full range of
medical/surgical, psychiatric and substance abuse services to
patients ranging from children to adults.

                        *     *     *

As reported in the Troubled Company Reporter on March 15, 2005,
Moody's Investors Service affirmed the ratings of Ardent Health
Services and changed the outlook to developing.  This action
follows Ardent's announcement that it has entered into a
definitive agreement to sell its behavioral health division,
consisting of 20 behavioral hospitals, to Psychiatric Solutions,
Inc., in a transaction valued at $560 million.

These ratings were affirmed:

   * $150 Million Senior Secured Revolving Credit Facility due
     2008, B1

   * $300 Million Term Loan B due 2011, rated B1

   * $225 Million Senior Subordinated Notes due 2013, rated B3

   * Senior implied rating, rated B1

   * Senior Unsecured Issuer Rating, rated, B2


ARMSTRONG WORLD: Wants to Assume Georgia Power Master Contract
--------------------------------------------------------------
On September 20, 1994, Armstrong World Industries, Inc., and
Georgia Power Company entered into a Master Contract for Electric
Power Service which required Georgia Power to provide electrical
energy service to an AWI plant located at 4520 Broadway, in Macon,
Georgia.

The Original Master Power Agreement provided terms applying only
to the Macon Plant.  The Original Agreement also provided a
monthly payment to Georgia Power calculated in accordance with the
applicable rate schedules.  Under the Original Agreement, AWI
indemnified Georgia Power from any claim for personal injuries,
fatalities, or property loss resulting from the operation or
maintenance of AWI's electrical equipment and Georgia Power's
electrical equipment and facilities.  In addition, at the original
term's expiration, the contract was automatically renewed for an
additional five years, with future five year renewals occurring
unless AWI provides Georgia Power with 30 days' written notice
prior to the expiration of any term.  AWI also pays Georgia Power
a $1,000 monthly administrative charge.

                    The IS Contract Addendum

On April 29, 1996, the parties entered into an Interruptible
Service Contract Addendum to the Original Agreement, pursuant to
which AWI realized significant cost savings through IS credits.
Under the IS Contract Addendum, AWI agreed to interrupt a
designated portion of the load at the Macon Plant, and Georgia
Power agreed to credit AWI for interruptible load in accordance
with the applicable Standard IS Rider Schedule.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells the Court that over the last four
years, AWI's status as an interruptible service customer resulted
in an average savings of $180,000 a year without any corresponding
interruptions in service at the Macon Plant.

               The Amended Master Power Agreement

However, Mr. Collins notes that the IS Contract Addendum expired
in September 2004 in accordance with the applicable tariff.  To
realize similar savings going forward, AWI deems it appropriate
and necessary to assume the Original Master Power Agreement as
amended by an Industrial Load Retention Rider and a Demand Plus
Energy Credit Contract Addendum and DPEC Rider.

Together, Schedule ILR-1 and the DPEC Amendment will replace the
expired IS Contract Addendum and result in savings comparable to
those previously realized by the Macon Plant under the expired IS
Contract Addendum.  To receive the full economic benefit of
Schedule ILR-1, however, AWI must amend its existing contract with
Georgia Power to incorporate the DPEC Rider by June 1, 2005.

The proposed terms of Schedule ILR-1 are:

   (1) Availability

       Throughout Georgia Power's service area from existing
       lines of adequate capacity.

   (2) Application of Industrial Load Retention

       * Part 1 -- Accounts on this rider will receive a 5.973%
         increase to their monthly base bill.  For RTP-HA
         customers like AWI, the base bill is calculated on the
         Customer Baseline load as defined in the tariffs; and

       * Part 2 -- Accounts qualifying for this part of the rider
         will receive the DPEC amount specified in the DPEC
         rider.  In October of each year, Georgia Power will
         also calculate the amount eligible customers would have
         been paid under the IS rider.  The difference between
         the amount of DPEC actually paid and the amount of the
         calculated IS credit will be applied to the customer's
         bill.

   (3) Term

       Schedule ILR-1 will expire on the earlier of
       December 31, 2007, and the effective date of the next
       Georgia Power Retail Rate Case.

Mr. Collins tells Judge Fitzgerald that the new DPEC credit, plus
the credit available under Schedule ILR-1, is the mechanism
through which interruptible services customers may match the
former IS credit going forward.  Mr. Collins explains that the
DPEC demand credit is projected to save the Macon Plant
approximately $105,000 a year.  Moreover, the DPEC energy credit
will increase if an interruption is actually called -- $1.00/kWh
plus the demand credit of $25/kW.  Mr. Collins says the credit
available through Schedule ILR-1 bridges the savings between the
prior IS Credits and the new DPEC credits, which amounts to an
annual $75,000 in estimated savings.

The salient terms of the DPEC Amendment are:

   (1) Electricity will be available throughout Georgia Power's
       service area from existing lines of adequate capacity.

   (2) Georgia Power's service will be applicable to any customer
       who chooses, at request, to provide at least 200 kW of
       demand reduction.

   (3) AWI will receive credits in exchange for reducing electric
       demand during periods in which Georgia Power is
       experiencing extreme supply and demand conditions.  AWI
       will reduce demand during a specified time period, and
       Georgia Power will credit AWI's electric bill for the
       demand reduction.  There will be a minimum notice of
       30 minutes for demand reductions.  A monthly energy credit
       will be paid in each billing month that includes a
       reduction period.  The demand credit will be paid in each
       of the four summer billing months of June through
       September.

   (4) AWI will pay a $120 monthly administrative charge.

   (5) The demand reduction will be limited to a maximum of eight
       hours for each day.

   (6) The contract addendum is for a one-year term, with
       automatic renewals each successive year thereafter unless
       terminated on 30 days' written notice by either party.

   (7) Failure to comply with the termination procedure, or
       termination without fulfilling the remainder of an
       existing term, may result in a contract termination
       penalty, equaling the demand credit received in the
       previous year plus forfeiture of the demand credit in the
       current year.

                       Georgia Power Claim

On January 17, 2001, Georgia Power filed Claim No. 0138 against
AWI asserting an unsecured, non-priority claim for $290,928, for
electric power services provided prepetition by Georgia Power to
the Macon Plant under the Master Power Agreement.  AWI believes
that the amount claimed pursuant to the Georgia Power Claim
constitutes a valid claim amount.

           AWI Wants to Assume Master Power Agreement

By this motion, AWI seeks the Court's authority to assume the
Amended Master Power Contract with Georgia Power.

Mr. Collins reminds the Court that Section 365(b) of the
Bankruptcy Code provides that a debtor-in-possession seeking to
assume an executory contract that is in default must cure any
defaults or provide adequate assurance that any defaults will be
cured and must provide adequate assurance of future performance
under that contract.  Mr. Collins relates that Georgia Power has
agreed that the only default under the Master Power Agreement is
that AWI owes prepetition amounts totaling $290,928.  At the
Court's approval and execution by both parties of the DPEC
Contract Addendum, AWI will cure that default by paying the Cure
Amount to Georgia Power.

                     Georgia Power Responds

Georgia Power Company tells the Court that should Judge Fitzgerald
be inclined to grant the Debtors' request, then the provisions in
the proposed release and withdrawal of the Georgia Power Claim and
any all other claims it may have filed against AWI should not be
included in the Court's final order.

To date, Georgia Power has filed one claim on January 17, 2001.
According to Georgia Power, the Proposed Release would prevent it
from taking certain actions in the future or asserting a claim for
payment of an administrative expense pursuant to Section 503 of
the Bankruptcy Code.

Furthermore, Georgia Power notes, the Debtors' proposed payment of
the Cure Amount totaling $290,928, which is exactly the same as
the amount in Georgia Power's records of the Debtors' unpaid
prepetition debt for electric service, cures that liability, but
only that liability, rendering the proposed release otherwise
inappropriate.  The Debtors have not or will not provide Georgia
Power through payment of the Cure Amount with any consideration
deserving release by Georgia Power of any other claim beyond the
prepetition claim for unpaid electric service.

Accordingly, Georgia Power asks the Court to revise the Debtors'
proposed order limiting the release of claims in exchange for
payment of the Cure Amount to Georgia Power's Claim No. 0138.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
As of March 31, 2005, the Debtors' balance sheet reflected a
$1.42 billion stockholders' deficit. (Armstrong Bankruptcy
News, Issue Nos. 75 & 76; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


AVADO BRANDS: Hires Myles E. Eastwood as Special Counsel
--------------------------------------------------------
Avado Brands, Inc., and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the Northern
District of Texas, Dallas Division, to employ Myles E. Eastwood,
Esq., of Atlanta, Georgia, as its special counsel.

Mr. Eastwood will investigate and pursue all appropriate legal
claims and causes of action in the state of Georgia:

   a) against the accounting firm KPMG, LLP, and any of its
      affiliated entities for negligence, breach of contract,
      breach of duty, aid in abetting breach of duty and any
      other tort contract claims held by the Debtors; and

   b) arising out of the Debtors' involvement with an investment
      known as OPIS -- Offshore Portfolio Investment Strategy --
      against KPMG, the law firm of Sidley Austin Brown & Wood,
      LLP, Presidio Advisors, LLC, Deutsche Bank and their
      affiliates and agents for breach of contract, breach of
      duty, aid in abetting breach of duty, fraudulent
      misrepresentation, fraudulent inducement, and all other tort
      or contract claims.

The OPIS transaction involved Avado's investment of $13 million to
purchase Deutsche Bank stock and other related financial
positions.  The transaction was intended to reduce Avado's 1998
tax return by $108 million.

Michael Feder, the Chief Restructuring Officer at Avado, discloses
Mr. Eastwood will receive 28% of all net sums received by the
Debtors as a result of accounting and OPIS litigation or
settlements.

To the best of the Debtors' knowledge, Mr. Eastwood is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Madison, Georgia, Avado Brands, Inc., owns and
operates two proprietary brands comprised of 102 Don Pablo's
Mexican Kitchens and 37 Hops Grillhouse & Breweries.  The Company
and its debtor-affiliates filed a voluntary chapter 11 petition on
February 4, 2004 (Bankr. N.D. Tex. Case No. 04-31555).  Deborah D.
Williamson, Esq., and Thomas Rice, Esq., at Cox & Smith
Incorporated, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $228,032,000 in total assets and
$263,497,000 in total debts.  Judge Steven A. Felsenthal confirmed
Avado's Modified Plan of Reorganization on April 26, 2005.


BARRETT T.B.: Wants Exclusive Filing Period Extended to Sept. 22
----------------------------------------------------------------
Barrett T.B., Inc., asks the U.S. Bankruptcy Court for the Western
District of New York for an extension, through and including
Sept. 22, 2005, of the time within which it alone can file a
chapter 11 plan.  The Debtor also asks the Court for more time to
solicit acceptances of that plan from its creditors, through
Oct. 21, 2005.

The Debtor explains that as part of its reorganization efforts,
its subsidiary corporations, which are not in bankruptcy, are in
the process of negotiating a sale of their assets to a third
party.  The Debtor has also remained current on all of its
expenses, including all post-petition franchise obligations to
Taco Bell Corp., and is no longer supplementing the financial
needs of its corporate subsidiaries.

The Debtor relates that since it is focusing its attention on the
proposed sale of its subsidiaries and negotiating a repayment
agreement with Taco Bell for its pre-petition unpaid franchise
obligations, the requested extension is necessary in order to
resolve those issues before it can propose a chapter 11 plan.

The Debtor assures the Court that the requested extension will not
prejudice its creditors and other parties-in-interest.

Headquartered in North Tonawanda, New York, Barrett T.B., Inc.,
operates nine Taco Bell restaurant franchises and three Kentucky
Fried Chicken franchises in the Erie and Niagara Counties in New
York.  The Company filed for chapter 11 protection on Jan. 25,
2005 (Bankr. W.D.N.Y. Case No. 05-10532).  Daniel F. Brown, Esq.,
at Damon & Morey LLP represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets of $1 million to $10 million and debts of
$10 million to $50 million.


BLOCKBUSTER INC: Moody's Chips Ratings on Credit Facilities to B1
-----------------------------------------------------------------
Moody's Investors Service downgraded the long term debt ratings of
Blockbuster Inc. (senior implied to B1) and the Speculative Grade
Liquidity Rating to SGL-3 (adequate liquidity).  The outlook is
stable.  The downgrade is prompted by:

   (1) Moody's expectation that Blockbuster's operating income and
       free cash flow generation will be lower than we had
       originally anticipated;

   (2) the uncertainty over the strategic direction for the
       company following a shareholder vote which resulted in a
       dissident group of nominees obtaining three board seats and
       which could negatively impact operating performance; and

   (3) the increased likelihood that the new nominated directors
       will push for an increase in dividends.

Moody's noted that Blockbuster's first quarter operating results
reflected the company's continued spending on new initiatives and
that over the next twelve months operating performance is likely
to continue to be constrained by this spending.  In addition,
Moody's expects that Blockbuster's financial performance will be
below our original expectations and that it will likely result in
free cash flow to debt for fiscal year 2005 well below 8%,
(metrics that we specified in March 2005 as a potential downgrade
trigger).  The recent first quarter financial performance also
resulted in the company receiving an amendment from its bank group
to provide some near term covenant relief.

Additionally, the May 11th shareholder vote resulted in Carl
Icahn, Edward Beier, and Strauss Zelnick, being elected to the
board of directors to replace incumbent directors Linda Griego,
Peter Bassi, and Chairman John Antioco.  While the board of
directors unanimously agreed to reappoint CEO John Antioco as
Chairman, there are likely to be differing views within the board
on the appropriate operating and financial strategy for the
company.  While the new board members may well seek to preserve
Blockbuster's cash flow generation by cutting expenses, Moody's
believes that there is a risk that differing views within the
board and/or between the board and management could have a
negative impact on operating performance.  Moreover, any cost
reductions flowing from the new board composition are likely to
take time to contribute positively to earnings and cash flow.

The new rating level is supported by Blockbuster's clear
leadership and global presence in the area of video and game
rentals, the continued fragmented nature of the rental industry
with only one other sizable player (Movie Gallery post Hollywood
Entertainment acquisition), and the high brand value.  In
addition, the ratings reflect the discretionary nature of much of
the company's additional spending over the next twelve to eighteen
months which provides some flexibility.  The ratings are
constrained by the risk of differing opinions within the board and
between the board and senior management, the uncertainty over the
company's strategic direction, and the company's weakened debt
protection measures.

The stable outlook reflects Moody's expectation that Blockbuster
will be able to maintain credit metrics appropriate for the rating
category and adequate liquidity over the next twelve to eighteen
months.  Given the recent downgrade, an upgrade is highly
unlikely.  An upgrade would require evidence of stability at the
board level, a creditor-friendly financial policy, and a coherent
operating strategy that has some track record of success, as well
as adjusted debt/EBITDAR closer to 5.0x and free cash flow to debt
above 12%.  Ratings could move downward should liquidity
deteriorate or should adjusted debt to EBITDAR rise above 6.5x.

The downgrade to an SGL-3(adequate liquidity) from an SGL-2(good
liquidity) reflects Moody's expectation that operating performance
will cause a reduction in liquidity going forward, as well as the
reduction in the level of the cushion in the bank covenants over
the next twelve months.  Internally generated cash flow and cash
on hand will be sufficient to fund its working capital, capital
expenditures, term loan amortization, and a modest dividend over
the next twelve months.  Any large increase to dividends will
likely result in increased borrowings. Blockbuster has a
$500 million revolving credit agreement of which $275 million was
available after deducting the Viacom letters of credit and
outstanding borrowings.

These ratings are downgraded:

   * Senior implied to B1 from Ba3;
   * Issuer rating to B2 from B1;
   * Senior Secured Bank Credit Facilities to B1 from Ba3;
   * Senior Subordinated Notes to B3 from B2;
   * Speculative Grade Liquidity Rating to SGL-3 from SGL-2.

Blockbuster Inc., headquartered in Dallas, Texas, is a leading
global provider of in-home movie and game entertainment with
approximately 9,100 stores throughout the Americas, Europe, Asia,
and Australia.  Total revenues for fiscal year 2004 were
$6.1 billion.


BREUNERS HOME: Trustee Wants Platzer Swergold as Special Counsel
----------------------------------------------------------------
Montague S. Claybrook, the Chapter 7 Trustee overseeing the
liquidation of Breuners Home Furnishings Corp. and its debtor-
affiliates' estates, asks the U.S. Bankruptcy Court for the
District of Delaware for authority to employ Platzer, Swergold,
Karlin, Levine, Goldberg & Jaslow, LLP, as his special counsel,
nunc pro tunc to Mar. 14, 2005.

The Trustee believes that Platzer Swergold is well qualified to
represent him because:

    (a) the partners and associates of the firm are insolvency
        specialists, and

    (b) the attorneys have had considerable experience in
        insolvency matters and are capable of rendering the
        services required.

Platzer Swergold will:

    (a) assist the Trustee in his dealings with secured
        creditors, their liens, claims and encumbrances;

    (b) assist the Trustee in recovering any improperly
        transferred portions of Debtors' property prior to or
        after the commencement of the proceedings herein whether
        through preference litigation, fraudulent transfer
        litigation or otherwise;

    (c) assist the Trustee with lien related issues;

    (d) assist the Trustee with any issues arising from the
        consolidation of the Debtors' businesses and bankruptcy
        cases; and

    (e) perform other necessary and specific services as may be
        requested by the Trustee.

Clifford A. Katz, Esq., a member of Platzer Swergold, states that
the firm's current hourly rates are:

             Designation                 Hourly Rate
             -----------                 -----------
             Partners                    $385 - $570
             Associates                  $165 - $395
             Paralegals                         $125

Mr. Katz reminds the Court that prior to the conversion of the
Debtors' Chapter 11 cases to cases under Chapter 7, the Firm
represented the Official Committee of Unsecured Creditors
appointed in the Debtors' Chapter 11 cases.  During the Chapter 11
cases, the Firm incurred $576,194 in fees and $8,097 in expenses.
The Court awarded $401,459 in fees and $5,458 in expenses.  The
Firm is seeking, as a Chapter 11 administrative claim, $174,735 in
unpaid fees and $2,639 in unpaid expenses.

Moreover, the Trustee believes that Platzer Swergold is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.  The Trustee is satisfied that the firm
represents no interest adverse to the Trustee or the Debtors'
estates.

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


BREUNERS HOME: Trustee Taps Claybrook & Associates as Accountants
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Montague S. Claybrook, the Chapter 7 Trustee overseeing the
liquidation of Breuners Home Furnishings Corp. and its debtor-
affiliates' estates, permission to employ Montague S. Claybrook &
Associates as his accountants.

Mr. Claybrook chose Claybrook & Associates as his accountants due
to its extensive knowledge and expertise in corporate bankruptcy
matters.

Claybrook & Associates will:

   a) review and assist Mr. Claybrook in the preparation and
      filing of any tax returns, any assistance regarding existing
      and future IRS examinations and any and all other tax
      assistance as may be requested by Mr. Claybrook from time to
      time;

   b) interpret and analyze financial materials, including
      accounting, tax, statistical, financial and economic data
      regarding the Debtors and other relevant parties;

   c) analyze the Debtors' books and records regarding potential
      avoidance actions, and analyze and advise Mr. Claybrook
      regarding additional accounting, financial, valuation
      and related issues that may arise in the course of the
      Debtors' bankruptcy proceedings;

   d) assist Mr. Claybrook's counsel in the preparation and
      evaluation of any potential litigation and provide testimony
      on various matters as requested; and

   e) perform all other general accounting and tax advisory
      services for Mr. Claybrook which are appropriate in the
      Debtors' chapter 7 liquidation proceeding.

The hourly rates of Claybrook & Associates' professionals are:

      Designation          Hourly Rate
      ------------         -----------
      Managing Member         $450
      Consultants             $225
      Associates              $180
      Administrative          $110

To the best of the Chapter 7 Trustee's knowledge, Montague S.
Claybrook & Associates is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

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


BURLINGTON IND: BII Trust Files Chapter 11 Status Report
--------------------------------------------------------
Rebecca L. Booth, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, informs the Court that Avidity Partners
LLC, the Distribution Trust Representative under the Debtors'
Plan of Reorganization, is working diligently to assume the
administration of the estates from the Debtors without
interruption and to keep the Debtors' Chapter 11 cases moving
forward.

                        Claims Objections

Ms. Booth reports that, as of the Effective Date, the majority of
the work that remained in the Debtors' Chapter 11 cases related
to resolving the 4,005 claims that were filed against the
Debtors.  Of the 4,005 claims, 789 claims were withdrawn or
expunged as of the Effective Date.

Consequently, the BII Distribution Trust was responsible for
analyzing 3,216 claims that were pending against the estates as
of the Effective Date.  The Distribution Trust Representative
reviewed all pending claims to ensure that each claimant receives
only its appropriate recovery under the Plan.

During this period, the Trust filed 26 omnibus objections to
claims.  In addition, the Trust filed two amendments to the
Debtors' Schedules of Assets and Liabilities and Statements of
Financial Affairs.  As a result of the Trust's efforts, only 19
claims remain unresolved.  The Trust Representative is in active
discussions with the claimants to resolve the disputed claims.

                         Recovery Actions

The Trust filed 84 actions seeking to avoid and recover alleged
preferential transfers made to various entities prior to the
Petition Date.  Currently, the Trust:

   (a) is continuing to pursue 10 Recovery Actions;

   (b) has dismissed, or has agreed to dismiss, 73 Recovery
       Actions; and

   (c) has obtained a default judgment in one Recovery Action.

The defendants have filed responsive pleadings in four of the 10
continuing Recovery Actions.  The counsel to the Trust is
continuing to pursue the resolution of the 10 remaining
Preferential Recovery Actions:

   Defendant                     Case No.          Amount
   ---------                     --------          ------
   The Bacova Guild, Ltd.        03-58527      $6,106,815
   Louis Dreyfus & Co., et al.   03-58545       1,706,760
   Lempriere Australia           03-58559         721,494
   Allenberg Cotton Co.          03-58513         636,871
   Elders Wool International     03-58574         594,814
   The Hipage Company            03-58637         513,254
   Ira L. Griffin Sons, Inc.     03-58547         328,971
   Welcome Industrial Corp.      03-58605         325,856
   Fox & Lillie                  03-58540         298,357
   A. Dewavgrin Segard           03-58499         177,987

            Sale of Certain Distribution Trust Assets

Ms. Booth reminds the Court that under the Plan, certain real and
personal property that remained property of the estates must be
liquidated by the Trust.  Since the Effective Date, the Trust
Representative has sold numerous parcels of real property.  In
addition, the Trust Representative is working to sell or
otherwise dispose of several parcels of real property.

The Trust, through its interest in BII Real Estate Liquidation
LLC, owns:

   (a) four unimproved lots in a residential subdivision in
       Cramerton, North Carolina;

   (b) a 100-acre unimproved property in Clarksville,
       Virginia, containing sludge lagoons related to
       Burlington's former textile operations; and

   (c) a leasehold interest in a waste treatment facility in
       Clarksville, Virginia, related to the processing of
       leachate from the sludge lagoons located on the
       Clarksville property.

The Trust is currently working with the State of Virginia to
close the sludge lagoons pursuant to applicable state
environmental regulations.

In addition, the Trust owns a 400,000-square foot warehouse in
Jiutepec, Morelos, Mexico, through its interest in Proyectos
Burlmex, S. de R.L. de C.V., a Mexico company, which is being
liquidated under Mexican law.

                          Distributions

According to Ms. Booth, the Trust is also responsible for making
Distributions required under the Plan.  Pursuant to the Plan, the
Trust has made distributions to holders of:

   * Allowed Administrative Claims,
   * Allowed Class 1 Unsecured Priority Claims,
   * Allowed Class 2 Other Secured Claims,
   * Allowed Class 3 Prepetition Bank Claims,
   * Allowed Class 4 General Unsecured Claims,
   * Allowed Class 5 Convenience Class Claims, and
   * Priority Tax Claims

The Trust has distributed in excess of $490 million to all
classes of claims, including $113 million to holders of Class 4
Claims.

Ms. Booth discloses that on March 1, 2005, the Trust made a
distribution in the aggregate amount of $14 million to holders of
Class 4 Claims.  The Trust anticipates making an additional
distribution by June 30, 2005, pending the resolution of certain
Class 4 Claims and other Trust liabilities.

                             Reserves

The Trust had approximately $31.7 million in assets, including
$10.7 million held in the Class 4 Disputed Claims Reserve pending
resolution of the remaining Disputed Class 4 Claims.  The
remainder of the Trust's assets is held in reserve for the
satisfaction of certain liabilities of the estate.

                          Estate Matters

The Trust is also responsible for administering and resolving
certain estate obligations relating to the former operations of
the Burlington companies, to the extent that the obligations were
not assumed by the buyer, relates Ms. Booth.  These obligations
include certain prepetition insurance policies covering workers'
compensation and environmental obligations relating to the
closure of the 100-acre sludge disposal facility formerly owned
by the Burlington companies.  The Trust is also in the process of
filing the final Federal and state tax returns for the Debtors.

Headquartered in Greensboro, North Carolina, Burlington
Industries, Inc. -- http://www.burlington-ind.com/-- was one
of the world's largest and most diversified manufacturers of soft
goods for apparel and interior furnishings.  The Company filed
for chapter 11 protection in November 15, 2001 (Bankr. Del. Case
No. 01-11282).  Daniel J. DeFranceschi, Esq., at Richards, Layton
& Finger, and David G. Heiman, Esq., at Jones Day, represent the
Debtors.  WL Ross & Co. LLC purchased Burlington Industries and
then sold the Lees Carpets business to Mohawk Industries, Inc.
Combining Burlington with Cone Mills, WL Ross created
International Textile Group.  Burlington's chapter 11 Plan
confirmed on October 30, 2003, was declared effective on Nov. 10,
2003.  (Burlington Bankruptcy News, Issue No. 60; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CANON COMMS: Moody's Assigns B3 Rating to New $95.5M Facility
-------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to Canon
Communications LLC's proposed $95.5 million first lien senior
secured credit facility.  Details of the rating action are:

Ratings assigned:

   * $10 million first lien senior secured revolving credit
     facility, due 2010 -- B3

   * $85.5 million first lien senior secured term loan,
     due 2011 -- B3

   * Senior implied rating -- B3

The rating outlook is stable.

The ratings reflect:

   * Canon's high leverage;

   * its vulnerability to the B2B publishing and trade show
     market; and

   * its dependence upon the medical device manufacturing sector
     for the majority of its sales.

Ratings are supported by the leading market position of the
company's trade shows and publishing titles, in particular, by the
value of its Medical Design and Manufacturing trade show
franchise.  In addition, the rating benefits from the repayment of
Canon's existing bank facility and the removal of its joint and
several obligation for the debt of its loss-making affiliate,
Chemical Week Publishing LLC.

Proceeds from the proposed financing will be used, in connection
with an unrated $35.5 million second lien term loan and
approximately $100 million of equity, to finance a leveraged
buyout of the stock of Canon and repay approximately $77 million
in outstanding debt.  The $100 million of equity will be in the
form of perpetual preferred stock, to which Moody's has assigned
100% equity treatment, reflective of its high loss absorption, no
ongoing cash payments and no stated maturity.

On April 21, 2005, Apprise Media LLC, a niche media company backed
by Spectrum Equity Investors, announced that it had signed a
definitive agreement to acquire Canon from Veronis Suhler
Stevenson.  The largely cash transaction is valued at $212 million
and represents a 12.5 times multiple of 2Q05LTM EBITDA.

The B2B sector has recently emerged from a lengthy recessionary
period which forced a number of operators to restructure.  The
recent pick-up in the health of the sector has resulted in soaring
B2B property values.  The acquisition price announced for Canon
will represent one of the highest EBITDA multiples currently paid
for a B2B related property.  Market multiples could arguably
decline closer to the moderate single digit range which
characterized trading activity prior to the recent ramp up in
prices.

At closing, Canon expects to count on $10 million in undrawn
availability under its new revolving credit facility, representing
an adequate level of liquidity.  Moody's estimates that Canon will
not need to draw upon its revolving credit facility as its
operations are expected to generate modest levels of free cash
flow.

The stable outlook reflects the recovery of B2B advertising
spending and trade show attendance as well as the good visibility
of Canon's revenue flow, given the largely prepaid model which
characterizes both of its business lines.

During 2004, Canon experienced a 4% improvement in revenues and a
6% improvement in EBITDA over the prior year, due largely to
growth in its trade show operations.  Canon enjoys one of highest
margins in the B2B space, which is attributable to the strength of
its niche business and its greater focus on the more lucrative
trade show business, when compared to its peers.  Canon's focus on
niche markets, especially the medical device manufacturing
business, provides one of the more indispensable means of product
promotion and advertising for manufacturers.  Most vendors
regularly display their products at its trade shows, even in times
when business is slow.

The rating on the proposed first lien revolver and term loan are
rated at parity with the senior implied rating, since first lien
debt will represent the preponderance of Canon's debt structure.
The interests of first lien creditors are enhanced by:

   (1) a claim on assets which ranks ahead that of second lien
       lenders; and

   (2) a cross default provision which can be triggered before
       that of second lienholders.

Moodys considers that Canon's equity and second lien term loan
creditors will bear the brunt of potential credit losses in a
downside analysis.

Ratings improvement could result if Canon is able to exceed
Moody's expectations for revenue growth and cash flow generation,
or if market valuations show sustained trading multiples in the
low double digit range.  Conversely, ratings pressure will be felt
if Canon is unable to maintain its 1Q2005 growth trajectory or if
it uses significant levels of cash flow for purposes other than
debt reduction.

Canon Communications LLC is a leading producer of print
publications, trade shows and digital media for the medical device
manufacturing and other niche markets.  Total revenues for fiscal
year 2004 were approximately $57 million.


CIRCUS & ELDORADO: Poor Performance Prompts S&P to Watch Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Circus
and Eldorado Joint Venture, including its 'B+' issuer credit
rating, on CreditWatch with negative implications following the
release of the entity's first quarter operating performance, where
EBITDA declined 43% year-over-year to $4.7 million for the period
ended March 31, 2005.  In resolving the CreditWatch listing,
Standard & Poor's will review the trends in the Reno market and
assess the implications to credit measures and the entity's
liquidity position.  Standard & Poor's has determined that if a
downgrade were to occur, it would be limited to one notch.


COLLINS & AIKMAN: Files Chapter 11 Petition in E.D. Michigan
------------------------------------------------------------
Collins & Aikman Corporation (OTC Bulletin Board: CKCR) and
substantially all of its domestic subsidiaries have filed
voluntary petitions to reorganize under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern
District of Michigan.  The Company said the Chapter 11 filing was
precipitated by mounting liquidity issues and the need for
immediate cash to fund operations.

                        DIP Financing

In conjunction with the filing, the Company has received a
commitment from JPMorgan Chase for up to $300 million in debtor-
in-possession financing, with an interim approval request of
$150 million.  Upon Court approval, the DIP financing, combined
with the Company's cash from operations, is expected to provide
sufficient liquidity to meet post-petition operating expenses,
including supplier obligations and employee wages, salaries and
benefits.  The Company's worldwide operations are expected to
continue in the normal course of business without interruption.

Collins & Aikman said that it intends to use the Chapter 11
process to de-leverage its balance sheet and restore
profitability.  Charles Becker, acting chief executive officer of
Collins & Aikman said, "We believe that this is the best course of
action for our customers, employees, suppliers and other business
partners.  The protections afforded by the Chapter 11 process
allow Collins & Aikman to gain immediate liquidity, continue
operations in the ordinary course and focus on maximizing the
value of the business.  We expect to work diligently during the
coming months to develop a restructuring plan that will allow the
Company to emerge from Chapter 11 as a stronger, more competitive
company that is well positioned for long-term success."

None of the Company's affiliates outside of the U.S. were included
in the filing.  JPMorgan Chase has also agreed to provide funding
under the DIP facility to support Collins & Aikman's non-U.S.
operations, which is expected to provide the non-U.S. affiliates
with sufficient liquidity going forward.

Collins & Aikman has retained Kroll Zolfo Cooper as its financial
advisor and named John R. Boken of Kroll Zolfo Cooper as chief
restructuring officer, effective upon filing the voluntary
petitions for Chapter 11 reorganization.  Collins & Aikman has
also retained Kirkland & Ellis LLP as its restructuring counsel
and Lazard as its investment bank.

Mr. Becker emphasized that the Company expects day-to-day
operations to continue as usual during the Chapter 11 process.
"We do not anticipate that customers and suppliers will experience
a change in the way we do business with them," Mr. Becker said.
"We have taken steps to make sure that suppliers get paid in full
in the ordinary course of business for all goods and services
provided after the filing date, and that customers continue to
receive the same quality products to which they are accustomed."

As a routine matter, Collins & Aikman is presenting its ongoing
employee compensation and benefit programs to the Court for
approval as part of the Company's "first day" motions.  The
Company anticipates that the Court will approve these requests,
thereby ensuring that employees will be paid and that qualified
benefit programs will continue without interruption or delay.

"We greatly appreciate the ongoing support of the Company's
customers, employees and suppliers," Mr. Becker said.  "Their
loyalty is critical to Collins & Aikman's success and integral to
the future of the Company.  The management team is committed to
making this reorganization successful and leading Collins & Aikman
towards a bright future.  Customers, employees, suppliers and
other business partners can look forward to a company that can
grow and compete successfully."

Additional information regarding the Chapter 11 reorganization is
available on the Company's website, http://www.collinsaikman.com/
or by calling the Company's toll fee Reorganization Information
Line at 1-866-795- 7641 or for international callers +1 310-432-
4170.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- 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.  The Company has 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.

                         *     *     *

As reported in the Troubled Company Reporter on May 17, 2005,
Moody's Investors Service downgraded all debt and corporate
ratings for Collins & Aikman Products Co. by two or more notches.
Moody's additionally confirmed C&A's weak SGL-4 speculative grade
liquidity rating.  Moody's outlook after incorporating these
rating changes remains negative.

The rating downgrades reflect several adverse new developments
announced by C&A on May 12, 2005.  It is now Moody's expectation
that a reorganization of the company is imminent in the absence of
a material infusion of additional funds -- ideally in the form of
equity.  Moody's now believes that the probable recovery by the
company's lenders under the senior secured credit agreement is
somewhat impaired, and that the probable recovery by its unsecured
lenders is severely impaired.

These specific rating actions associated with Collins & Aikman
Products Co. were taken:

   -- Downgrade to C, from Caa2, of the rating for C&A's
      $415 million of 12.875% guaranteed senior subordinated notes
      due August 2012;

   -- Downgrade to Ca, from Caa1, of the rating for C&A's
      $500 million of 10.75% guaranteed senior unsecured notes due
      December 2011;

   -- Downgrade to Caa2, from B3, of the ratings for C&A's
      $750 million of guaranteed senior secured credit facilities,
      consisting of:

       * $105 million revolving credit facility due August 2009;

       * $170 million supplemental deposit-linked revolving credit
         facility due August 2009;

       * $475 million (increased from $400 million) term loan B
         due August 2011;

   -- Downgrade to Caa2, from B3, of C&A's senior implied rating;

   -- Downgrade to Ca, from Caa1, of C&A's senior unsecured issuer
      rating; and

   -- Confirmation of C&A's SGL-4 speculative grade liquidity
      rating.


COLLINS & AIKMAN: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Lead Debtor: Collins & Aikman Corporation
             250 Stephenson Highway
             Troy, Michigan 48083

Bankruptcy Case No.: 05-55927

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                             Case No.
      ------                                             --------
Collins & Aikman Canada Domestic Holding Company         05-55930

Collins & Aikman Products Company                        05-55932

JPS Automotive, Inc. (dba PACJ, Inc.)                    05-55935

Dura Convertible Systems, Inc.                           05-55942

Collins & Aikman Development Company                     05-55943

Owosso Thermal Forming, LLC                              05-55946

Southwest Laminates, Inc.
(dba Southwest Fabric Laminators Inc.)                   05-55948

Amco Convertible Fabrics, Inc.                           05-55949

Collins & Aikman International Corporation               05-55951

Collins & Aikman Accessory Mats, Inc.
(fka the Akro Corporation)                               05-55952

Collins & Aikman Automotive Interiors, Inc.
(fka Textron Automotive Interiors, Inc.)                 05-55956

Brut Plastics, Inc.                                      05-55957

Collins & Aikman Automotive Exteriors, Inc.
(fka Textron Automotive Exteriors, Inc.)                 05-55958

Collins & Aikman Asset Services, Inc.                    05-55959

Collins & Aikman Plastics, Inc.                          05-55960

Wickes Asset Management, Inc.                            05-55962

Collins & Aikman Fabrics, Inc.
(fka Joan Automotive Industries, Inc.)                   05-55963

Collins & Aikman Properties, Inc.                        05-55964

Collins & Aikman Automotive (Argentina), Inc.
(fka Textron Automotive (Argentina), Inc.)               05-55965

Wickes Manufacturing Company                             05-55968

Collins & Aikman Automotive Mats, LLC                    05-55969

Collins & Aikman Interiors, Inc.                         05-55970

Collins & Aikman Europe, Inc.                            05-55971

Comet Acoustics, Inc.                                    05-55972

Gamble Development Company                               05-55974

Collins & Aikman Intellimold, Inc.
(fka M&C Advanced Processes, Inc.)                       05-55976

Becker Group, LLC (dba Collins & Aikman Premier Mold)    05-55977

Collins & Aikman Automotive Overseas Investment, Inc.    05-55978

CW Management Corporation                                05-55979


Collins & Aikman Automotive International, Inc.          05-55980

Collins & Aikman Automotive Services, LLC                05-55981

Collins & Aikman Carpet & Acoustics (MI), Inc.           05-55982

Collins & Aikman Carpet & Acoustics (TN), Inc.           05-55984

Collins & Aikman Automotive International Services, Inc. 05-55985

Collins & Aikman (Gibraltar) Limited                     05-55989

Collins & Aikman Automotive (Asia), Inc.
(fka Textron Automotive (Asia), Inc.)                    05-55991

New Baltimore Holdings, LLC                              05-55992


Type of Business: The Company is a leading global supplier of
                  automotive components, systems and modules to
                  all of the world's largest vehicle
                  manufacturers, including DaimlerChrysler AG,
                  Ford Motor Company, Inc., Nissan Motor Company
                  Unlimited, Porsche Cars GB, Renault Createur D'
                  Automobiles, Toyota SA and Volkswagen AG.
                  See http://www.collinsaikman.com/

Chapter 11 Petition Date: May 17, 2005

Court: Eastern District of Michigan (Oakland)

Judge: Chief Bankruptcy Judge Steven W. Rhodes

Debtors' Counsel: Ray C. Schrock, Esq.
                  Kirkland & Ellis LP
                  200 East Randolph Drive
                  Chicago, Illinois 60601-6636
                  Tel: (312) 861-2413
                  Fax: (312) 861-2200

Debtors'
Communications
Counsel:          Sandra Sternberg, Esq.
                  Sitrick & Company
                  1840 Century Park East, Suite 800
                  Los Angeles, California 90067

                        -- and --

                  Steven Goldberg, Esq.
                  Sitrick & Company
                  655 Third Avenue, 22nd Floor
                  New York, New York 10017

Debtors'
Financial
Advisors:         Robert S. Kost
                  Lazard Freres & Co. LLC
                  30 Rockefeller Plaza
                  New York, New York 10020
                  Tel: (212) 632-1515
                  Fax: (212) 332-1784

Debtors'
Restructuring
Advisors:         John Boken
                  Kroll Zolfo Cooper
                  900 Third Avenue, 6th Floor
                  New York, New York 10022

Debtors'
Claims Agent:     Kurtzman Carson Consultants LLC
                  12910 Culver Boulevard, Suite 1
                  Los Angeles, California 90066
                  Tel: (310) 823-9000

Consolidated Financial Condition as of September 30, 2004:

      Total Assets: $3,196,700,000

      Total Debts:  $2,856,600,000


COLLINS & AIKMAN: Bankruptcy Filing Cues S&P to Cut Rating to D
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Troy, Michigan-based automotive parts supplier Collins &
Aikman Corp. to 'D' from 'CCC-' following the company's Chapter 11
bankruptcy filing.

At the same time, Standard & Poor's placed the recovery ratings on
the senior secured bank facility on CreditWatch with developing
implications.  The '4' first-lien recovery rating could be raised
if we believe lenders will receive more than 50% recovery, or
lowered if recovery prospects are below 25%.  If sufficient
information is not available in the near term, Standard & Poor's
will withdraw the recovery rating.

"The bankruptcy filing was precipitated by very difficult
conditions in the company's industry--reduced automotive
production, increased raw material costs, credit downgrades of its
key customers, and the termination of customers' accelerated
payment programs--all of which have severely constrained Collins &
Aikman's liquidity," said Standard & Poor's credit analyst Martin
King. The downgrades of key customers have reduced the company's
liquidity under a U.S. accounts receivable securitization
facility.

Collins & Aikman, a large supplier of automotive interior
products, has total debt of about $2 billion.

Collins & Aikman has received a commitment for a $330 million in
debtor-in-possession financing, subject to court approval.
Standard & Poor's will review any financials and restructuring
plans that may become available to assess the impact on recovery
prospects.

Industry conditions for automotive suppliers have deteriorated
during the past year.  The vehicle production levels of two of the
company's customers, Ford Motor Co. (BB+/Negative/B-1) and General
Motors Corp. (GM) (BB/Negative/B-1), declined 10% and 12%,
respectively, in the first quarter of 2005.  Both companies have
cut production because of bloated inventory levels and market-
share losses, especially for profitable sport utility vehicles and
light trucks.

The weak financial performance of auto manufacturers has led them
to make very aggressive pricing demands of their suppliers in an
attempt to reduce costs and improve financial performance.  Auto
suppliers have also had to absorb large increases in raw material
costs.  For the most part, auto manufacturers, particularly the
domestic producers, have provided little to no raw material cost
recovery to their supply base.


CONTRACTOR TECHNOLOGY: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Contractor Technology, LTD
        3506 Cherry Street
        Houston, Texas 77026

Bankruptcy Case No.: 05-37623

Type of Business: The Debtor is a producer of recycled concrete
                  and asphalt. See http://www.ctitexas.com/

Chapter 11 Petition Date: May 13, 2005

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Gregory R. Travis, Esq.
                  The Travis Law Firm
                  3050 Post Oak Boulevard, Suite 1150
                  Houston, Texas 77056
                  Tel: (713) 626-3800

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

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


CROWN PACIFIC: Court Formally Closes 5 Affiliates' Ch. 11 Cases
---------------------------------------------------------------
The Honorable Randolph J. Haines of the U.S. Bankruptcy Court for
the District of Arizona formally closed the chapter 11 cases filed
by Crown Pacific Partners, L.P., CP Acquisition Co., CP Air, Inc.,
CP Acquisition II Co., and CP Acquisition III Co., effective
March 31, 2005.

Judge Haines confirmed the Debtors' Second Amended Joint
Consolidated Plan of Reorganization on Dec. 22, 2004, and the Plan
took effect on Dec. 31, 2004.  On the same day, the CP Liquidating
Trust was established pursuant to the confirmed Plan.  Michael W.
Carmel was appointed as the Liquidating Trustee of the Liquidating
Trust.

Mr. Carmel explains to Judge Haines that Section 3.7 of the
Liquidating Trust Agreement requires the Liquidating Trustee to
take all actions necessary to close each of the Debtors' chapter
11 cases, except for the Crown Pacific Limited Partnership case,
as soon as the Plan takes effect.

Mr. Carmel relates that the Liquidating Trust has received all of
the proceeds that were held by the Debtors and all monies have
been consolidated into the name of the Trust.  "Consequently, and
in order to save ongoing U.S. Trustee quarterly fees, the closure
of the five affiliates' chapter 11 cases is in the best interests
of the Debtors' estates."

Headquartered in Portland, Oregon, Crown Pacific Partners, L.P.,
is an integrated forest products company.  Crown Pacific owns and
manages approximately 524,000 acres of timberland in Oregon and
Washington, and operates mills in Oregon and Washington, which
produce dimension lumber, and also distributes lumber products
through its Alliance Lumber operation.  The Company and its
affiliates filed for chapter 11 protection on June 29, 2003
(Bankr. D. Ariz. Case No. 03-11258 up to 03-11260).  Alisa C.
Lacey, Esq., at Stinson Morrison Hecker LLP and Hugh Ray, Esq., at
Andrews & Kurth LLP represent the Debtors.


CVS CREDIT: S&P Cuts Rating on Series A-2 Certificates
------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on series
A-2 of CVS Credit Lease Backed Pass-Through Certificates to 'B+'
from 'BB+'.  Concurrently, the rating is removed from CreditWatch
negative, where it was placed March 11, 2005.

The March CreditWatch placement followed discussions with Royal
Indemnity Co. (BB+/Negative financial strength rating) management
regarding its obligations under a residual value insurance policy
in light of its lack of a financial enhancement rating.  The RVI
policy obligates Royal to pay the A-2 balloon balance at maturity,
with offset rights for material deferred maintenance, in the event
that the borrower fails to do so.

To resolve the CreditWatch, Standard & Poor's reexamined the value
of the underlying collateral, which consists of mortgages on 96
CVS stores in 15 states and Washington, D.C., with the greatest
concentration (27 properties) in Ohio.  The examination of the
property valuations indicates that many of the mortgage loans will
have low ending loan-to-value ratios.  However, the mortgages are
not cross-defaulted.

The lack of cross-default provisions subjects series A-2 to a risk
of default at maturity in 2023 should CVS choose not to renew a
lease and the related loan is not refinanced.  This risk is
heightened because the transaction has no advancing provisions.
While this risk continues to be mitigated by the RVI policy, Royal
lacks a financial enhancement rating, and, accordingly, the series
A-2 rating has been dropped several notches from the FSR assigned
to Royal ('BB+').  It is Standard & Poor's understanding that all
of the stores are open and operating.  Should Standard & Poor's
learn of store closures, the transaction will be reexamined and
additional rating actions may result.


DONNKENNY INC: Taps Marketing Management for Investment Advice
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Donnkenny, Inc., and its debtor-affiliates permission to
employ Marketing Management Group, Inc., as their investment
banking advisors, nunc pro tunc to February 7, 2005.

MMG will:

   (a) advise and assist the Debtors with any merger, acquisition,
       divestiture, consolidation or sale of any material asset
       during the pendency of their Cases or upon their emergence
       from chapter 11, including the sale of substantially all of
       their assets to the highest and best bidder pursuant to the
       approved bidding process;

   (b) review and evaluate proposals from potential bidders, and
       assisting and advising the Debtors with respect on the
       matter; and

   (c) conduct, in conjunction with the Debtors' other
       professionals, the scheduled auction of the Debtors' assets
       and assist the parties in implementing the sale of
       substantially all of the Debtors' assets.

The Debtors sought to retain MMG as their investment banking
advisors because, among other things:

   (1) MMG has been involved in the sale process of the Debtors'
       assets since August 2004,

   (2) MMG has an excellent reputation for providing high quality
       investment banking services to debtors and creditors in
       bankruptcy reorganizations and other debt restructurings,
       and

   (3) MMG has extensive knowledge of the Debtors' financial and
       business operations.

Allan J. Ellinger, an MMG senior partner and a Senior Managing
Director, disclosed that the firm received a $50,000 retainer in
connection with the investment banking engagement.  MMG also
received a $75,000 retainer in connection with the financial
advisory engagement.  The Debtors will pay MMG a $250,000 success
fee once a sale closes.

Mr. Ellinger assures the Court that MMG has no connection with,
and holds no interest adverse to:

      * the Debtors,
      * their creditors,
      * any other party-in-interest,
      * their attorneys or accountants,
      * the Office of the United States Trustee, or
      * any person employed in the Office of the U.S. Trustee,

in the matters for which MMG is retained.  MMG is a "disinterested
person," as the term is defined in Sec. 101(14) of the Bankruptcy
Code and as required under Sec. 327(a) of the Bankruptcy Code, Mr.
Ellinger adds.

Headquartered in New York City, Donnkenny, Inc., and its debtor-
affiliates design, import, and market broad lines of moderately
and better priced women's clothing.  The Debtors filed for chapter
11 protection on Feb. 7, 2005 (Bankr. S.D.N.Y. Case No. 05-10712
through 05-10716).  Bonnie Steingart, Esq., Kalman Ochs, Esq., and
Christopher R. Bryant, Esq., at Fried, Frank, Harris, Shriver &
Jacobson LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $45,670,000 in total assets and
$100,100,000 in total debts.


EAGLE FOOD: Distributing 14.7% of Allowed General Unsecured Claims
------------------------------------------------------------------
The Board of Directors of Reorganized Eagle Food Centers Inc.
approved an initial distribution to allowed general unsecured
creditors of approximately 14.7 percent of the allowed amount of
their claims.  The face amount of general unsecured claims allowed
to date aggregates $102.8 million.

Pursuant to the First Amended Joint Plan of Liquidation of Eagle
Food Centers, Inc., and its debtor-affiliates, distributions to
holders of claims that are disputed will be held in a disputed
claims reserve for distribution as and when these claims are
resolved.  Pursuant to the Plan, and as approved by the Board, the
disputed claims reserve has been established at $2.1 million for
approximately $14.5 million in face amount of disputed general
unsecured claims and general unsecured convenience class claims.

The initial distribution also will include a single payment to
allowed convenience class 4 claimants totaling approximately
$63,000, representing approximately $637,000 in face amount of
allowed convenience class 4 claims.  The funds approved for
distribution was made available to the disbursing agents on
May 16, 2005.

Further distributions will be made, as provided in the Plan, if
and when funds are available.  Provisions governing the
distribution are set forth in Article IX of the Plan.

On April 7, 2003, Eagle Foods Centers, Inc, Eagle Pharmacy Co.,
Milan Distributing Co., Eagle Country Markets, Inc., and Bogo's,
Inc., filed for a voluntary petition for relief under Chapter 11
of Title of the United States Code in Northern District of
Illinois.

Both the Plan and Disclosure Statement are available at
http://www.loganandco.com/General information regarding Eagle
Foods Centers is available at http://eaglefoods.home.mchsi.com/

Headquartered in Milan, Illinois, Eagle Food Centers Inc.,
operates a regional supermarket chain.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 7, 2003
(Bankr. N.D. Ill. Case No. 03-15299).  George N. Panagakis, Esq.,
at Skadden Arps Slate Meagher & Flom represents the Debtors in
their restructuring efforts.  As of Nov. 2, 2002, the Debtors
listed $180,208,000 in assets and $177,440,000 in debts.

The U.S. Bankruptcy Court confirmed the Plan on March 25, 2004.
The Plan became effective on April 8, 2004, and all preferred and
common stock was cancelled.


EQUITY INNS: Offering $65 Million Sr. Notes via Private Placement
-----------------------------------------------------------------
Equity Inns, Inc. (NYSE: ENN) intends to offer $65,000,000 in
aggregate principal amount of senior notes in a private placement.
The notes will be issued on a senior unsecured basis.  The net
proceeds of the offering are expected to be used to repay
borrowings under the Company's line of credit and to fund future
acquisitions.  Subject to market conditions, the Company expects
the offering will be completed later this month.

The notes have not been registered under the Securities Act and
may not be offered or sold in the United States without
registration or an applicable exemption from the registration
requirements.  Upon completion of the offering, the Company
expected to file a registration statement with the Securities and
Exchange Commission relating to an offer to exchange the notes
issued in this offering for registered notes having substantially
identical terms as the notes.

The notes will be offered in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933 and outside the United States to non-United States
persons in compliance with Regulation S under the Securities Act.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase any of these securities and
shall not constitute an offer, solicitation or sale in any state
or jurisdiction in which such an offer, solicitation or sale would
be unlawful.

                      About the Company

Equity Inns, Inc. -- http://equityinns.com/-- is a self-advised
REIT that focuses on the upscale extended stay, all-suite and
midscale limited-service segments of the hotel industry.  The
Company owns 113 hotels with 13,763 rooms located in 34 states.

                        *     *     *

As reported in the Troubled Company Reporter on May 13, 2005,
Moody's Investors Service upgraded its ratings of the preferred
stock of Equity Inns, Inc. to B2, from B3, and assigned a first
time Issuer rating of Ba3 to Equity Inns Partnership, L.P., the
97%-owned operating partnership through which the REIT conducts
substantially all of its business and holds all of its hotel
assets.  The rating outlook is stable.

According to Moody's, the upgrade reflects:

   (1) Equity Inns' increasingly sound position in the less
       volatile limited service hotel sector,

   (2) its steady growth in size and diversity, and its ability to
       weather the recent downturn in the lodging sector without
       substantial distress.


EQUITY INNS: S&P Rates Proposed $65-Mil. Sr. Unsec. Notes at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Equity Inns Inc.'s proposed $65 million senior unsecured notes.

At the same time, Standard & Poor's assigned a 'BB-' corporate
credit rating to the Memphis, Tennessee-headquartered company.
The outlook is stable.  Pro forma for this transaction, about $500
million in debt was outstanding at March 2005.

Net proceeds from the notes offering will be contributed to Equity
Inns' operating subsidiary, Equity Inns Partnership L.P., in
exchange for a promissory note with substantially the same terms
as the notes.  Equity Inns Partnership will use the proceeds
initially to reduce borrowings under its line of credit, then re-
borrow amounts under the line to fund future acquisitions of hotel
properties and for general corporate purposes.

The ratings on Equity Inns reflect:

    (1) the company's meaningful debt levels,

    (2) growth through acquisition,

    (3) cyclical and competitive business conditions,

    (4) moderate sized cash flow base, and

    (5) the constraints on retaining cash as a result of its real
        estate investment trust (REIT) structure.

These factors are tempered by:

    (1) the geographic and brand diversity of the hotel portfolio,

    (2) relatively more stable operating performance compared to
        other hotel REITs during the recent industry downturn,

    (3) long-term franchise agreements, and

    (4) adequate liquidity position.

Equity Inns is a REIT that owned 110 hotels with more than 13,500
rooms in 34 states at December 2004.

"We expect no material change in Equity Inns' business and
financial profiles over the intermediate term," said Standard &
Poor's credit analyst Sherry Cai.  While the company is expected
to continue to evaluate acquisition opportunities, Equity Inns has
used common equity proceeds to help fund its transactions.  The
company's operating performance will benefit from the continued
strength in the lodging industry.


EXIDE TECH: Expects to Violate Covenant Under $365-Mil. Sr. Loan
----------------------------------------------------------------
Exide Technologies (NASDAQ: XIDE) expects that it will be in
violation of its minimum consolidated EBITDA and leverage ratio
financial covenants in its $365 million senior credit facility as
of and for the fiscal year ended March 31, 2005.  The Company is
working with the administrative agent for its senior credit
facility to secure amendments to such covenants.

The Company estimates that its adjusted EBITDA for the fiscal year
ended March 31, 2005, will be in the range of $100-107 million.
The expected covenant issues primarily relate to:

    (1) the impact of commodity costs;

    (2) the loss of overhead absorption due to an inventory-
        reduction initiative;

    (3) other fourth-quarter inventory valuation adjustments; and

    (4) costs associated with Sarbanes-Oxley compliance efforts.

Revenue for the fourth quarter of fiscal 2005 was approximately
$712.0 million compared with $676.0 million during the same
quarter the previous year, with the increase primarily due to
currency and lead-related pricing actions.

Headquartered in Princeton, New Jersey, Exide Technologies is the
worldwide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on Apr. 14, 2002
(Bankr. Del. Case No. 02-11125).  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  Exide's confirmed chapter 11 Plan
took effect on May 5, 2004.  On April 14, 2002, the Debtors listed
$2,073,238,000 in assets and $2,524,448,000 in debts.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2005,
Standard & Poor's Ratings Services assigned its 'B' rating to
Exide Technologies' $290 million senior secured notes due 2013 and
its 'B-' rating to the company's $60 million floating rate
convertible senior subordinated notes due 2013, both to be issued
under Rule 144A with registration rights.  At the same time the
'B+' corporate credit rating on the company was affirmed, and the
'B' rating on its proposed $350 million senior notes was
withdrawn.

Lawrenceville, N.J.-based Exide, a global manufacturer of
transportation and industrial batteries, has debt, including the
present value of operating leases, of about $750 million.  The
rating outlook is negative.

Exide replaced its proposed senior notes offering with the senior
secured notes and convertible notes.  Proceeds from the new debt
issues will be used to reduce bank debt and for general corporate
purposes.  Security for the senior secured notes is provided by a
junior lien on the assets that secured Exide's senior credit
facility, including the bulk of its domestic assets and 65% of the
stock of its foreign subsidiaries.

"We expect earnings and cash flow improvements, provided the costs
of lead remain fairly stable or decline and restructuring actions
are effective," said Standard & Poor's credit analyst Martin King,
"which should allow debt leverage to decline and cash flow
coverage to improve over the next few years.


FANNIE MAE: Stable Financial Performance Cues S&P to Lift Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of Fannie Mae Multifamily REMIC Trust 1998-M1's REMIC
pass-through certificates.  Concurrently, ratings on three other
classes from the same transaction are affirmed.

The raised ratings reflect:

    (1) the stable financial performance of many of the
        multifamily properties underlying the trust collateral,
        along with low cooperative leverage ratios,

    (2) seven years of loan seasoning, and

    (3) only minor losses to date.

The affirmed ratings reflect credit enhancement levels that are
appropriate for the ratings.

As of April 25, 2005, the trust collateral consisted of 70 loans
with an aggregate principal balance of $150.8 million, down from
133 loans totaling $326.1 million at issuance.  Cooperative
properties, located primarily in New York City, secure 25 of these
loans and have an unpaid principal balance of $36.8 million.  The
subservicer of the cooperative loans, National Consumer
Cooperative Bank, provided Standard & Poor's with recent
cooperative sales data.  Based on this information, Standard &
Poor's calculated a loan-to-value ratio of approximately 7.0% for
the cooperative portion underlying the collateral.  The loan-to-
value ratio of the original 58 cooperative loans in this
transaction was 27.2% at issuance.

Multifamily properties secure the remaining 45 loans and have an
outstanding principal balance of $114.0 million. The master
servicer for the multifamily properties, GMAC Commercial Mortgage
Corp., provided full-year 2003 or partial-year 2004 financial data
for 81.7% of the multifamily loans.  Based on this information,
Standard & Poor's calculated a weighted-average net cash flow debt
service coverage (DSC) of 1.49x for the multifamily portion
underlying the collateral.  The DSC for the 75 multifamily loans
that were initially in the transaction was 1.32x at issuance.

The top 10 multifamily loans have an outstanding balance of $52.1
million and reported a weighted-average DSC of 1.39x. The 10th
largest multifamily loan is on GMACCM's watchlist.  As part of its
surveillance review, Standard & Poor's reviewed property
inspections for the top 10 multifamily loans, and these properties
were characterized as "good."

Three assets are with the special servicer, also GMACCM.  A 148-
unit property in Phoenix, Ariz., secures a loan with an
outstanding principal balance of $3.5 million and additional
advances (including interest thereon) of $0.1 million.  The loan
is 90-plus days delinquent.  The property was under contract for
sale, but the transaction did not close.  Another loan with the
special servicer is also 90-plus days delinquent, with an
outstanding balance of $3.3 million and 0.1 million in additional
servicer advances. This loan is secured by a 228-unit property in
Indianapolis, Indiana, that requires over $0.6 million in
immediate repairs.

Additionally, several units have incurred damage, for which
insurance proceeds in the amount of $40,000 have been received and
are being held in a reserve account controlled by a receiver.  The
remaining asset in special servicing is REO and has a principal
balance of $1.6 million and $0.5 million in additional advances.
The property was cited for multiple violations, but all such
violations have been cured and the property is under contract for
sale.  All three of the properties were recently appraised for
amounts in excess of their respective loan balances.  Standard &
Poor's expects the loss upon the disposition of these assets, if
any, to be moderate.

There are five cooperative loans on GMACCM's watchlist, with an
aggregate balance of $13.3 million.  All of these loans appear on
the watchlist because of low DSC figures.  However, given the
extremely low leverage levels, the low average loan balance per
unit, and an increase in maintenance payments and recent
assessments at two of the properties, Standard & Poor's does not
anticipate concerns with continued timely debt service payments or
the ultimate repayment of principal with respect to these loans.

The remaining nine loans on GMACCM's watchlist have an aggregate
balance of $16.6 million and are secured by multifamily
properties.  The 10th largest loan is secured by a 136-unit
complex in Bloomington, Indiana, with an outstanding principal
balance of $3.5 million.  This loan reported a 2003 DSC of 1.02x.
There is one other loan on the watchlist secured by an Indiana
property.  This loan has an outstanding balance of $1.1 million
and reported a year-to-date DSC through September 2004 of 0.98x,
down from 1.13x in 2003.

The remaining seven multifamily properties on the watchlist are
located in Texas and are concentrated in the Dallas region.  The
limited partial-year 2004 financial data that is available for
these properties indicates continued deterioration in financial
performance.  Given the weakness in the Texas multifamily market,
coupled with the low DSC at these properties, Standard & Poor's is
concerned with the ability of these loans to continue to meet all
of their respective debt service obligations.

The trust has incurred only $4,007 in losses to date.  The
properties underlying the trust collateral are dispersed across 18
states, but Texas (24.1%), New York (23.3%), and Indiana (11.1%)
account for 58.5% of the exposure.

In its analysis, Standard & Poor's stressed the specially serviced
loans, reviewed the loans on the watchlist, examined the
cooperative loans, and evaluated other loans with credit issues.
The results of this analysis appropriately support the raised and
affirmed ratings.


                          Ratings Raised
              Fannie Mae Multifamily REMIC Trust 1998-M1
            REMIC pass-through certificates series 1998-M1

          Class     To        From      Credit enhancement(%)
          -----     --        ----      ---------------------
          B         AA+       BBB-                      15.13
          C         BB+       BB                         4.32

                          RATINGS AFFIRMED
              Fannie Mae Multifamily REMIC Trust 1998-M1
            REMIC pass-through certificates series 1998-M1

              Class     Rating    Credit enhancement(%)
              -----     ------    ---------------------
              D         BB-                        3.78
              E         B-                         2.70
              F         CCC+                       2.16


FREIGHTCAR AMERICA: March 31 Balance Sheet Upside-Down by $36MM
---------------------------------------------------------------
FreightCar America, Inc. (Nasdaq:RAIL) reported financial results
for the three months ended March 31, 2005.  Sales for the first
quarter of 2005 were $165.8 million, net income was $1.9 million
and net income attributable to common stockholders was $1.6
million, based on 7,432,700 diluted shares outstanding as of
March 31, 2005.  In comparison, the Company had sales of
$88.9 million in the same quarter of 2004, a net loss of $4.0
million and a net loss attributable to common stockholders of $4.2
million.

After giving effect to the Company's initial public offering and
the related transactions, including the repayment in full of the
Company's outstanding debt obligations, and the issuance of shares
of common stock in the first quarter of 2005 upon the exercise of
stock options, pro forma earnings per share was $0.38 on a fully
diluted basis for the three months ended March 31, 2005, compared
to a pro forma loss per share of $0.13 on a fully diluted basis
for the same period in 2004.

Adjusted EBITDA was $10.6 million in the first quarter of 2005
compared with Adjusted EBITDA of $2.0 million in the first quarter
of 2004.  The improvement in Adjusted EBITDA reflects increased
sales volume, an improved market pricing environment, operating
leverage attributed to higher volume and the impact of the pass-
through of increases in raw material costs to our customers with
respect to a majority of our railcar deliveries.

"I am pleased with our first quarter performance," said John E.
Carroll, Jr., President and CEO.  "Our improved financial results
are due to the efforts and teamwork of all our people.  Deliveries
of new freight cars increased 51.5% over the first quarter of
2004, and the backlog of unfilled railcar orders as of March 31,
2005 is 107.0% higher than the level as of March 31, 2004.  Order
activity was strong, as reflected by our backlog of 14,146 units
at March 31, 2005, which reflects an increase of 24.1% since
December 31, 2004.

"We will continue to focus on our cost reduction initiatives, and
the launch of our manufacturing facility in Roanoke, Virginia is
on schedule."

                          About the Company

FreightCar America, Inc. manufactures railroad freight cars, with
particular expertise in coal-carrying railcars.  In addition to
coal cars, FreightCar America designs and builds flat cars, mill
gondola cars, intermodal cars, coil steel cars and motor vehicle
carriers.  It is headquartered in Chicago, Illinois and has
manufacturing facilities in Danville, Illinois, Roanoke, Virginia
and Johnstown, Pennsylvania.

At Mar. 31, 2005, FreightCar America, Inc.'s balance sheet showed
a $35,961,000 stockholders' deficit, compared to a $37,089,000
deficit at Dec. 31, 2004.


FURNITURE RETAIL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Furniture Retail Group Inc.
        PMB 350
        P.O. Box 6022
        Carolina, Puerto Rico 00984

Bankruptcy Case No.: 05-04411

Chapter 11 Petition Date: May 13, 2005

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Jean Philip Gauthier Inesta, Esq.
                  P.O. Box 8121
                  San Juan, Puerto Rico 00910-8121
                  Tel: (787) 725-6625

Total Assets: $506,500

Total Debts: $1,315,572

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
RG Premier Bank               Commercial loan           $405,984
P.O. Box 2510
Guaynabo, PR 00970

RG Premier Bank               Credit line               $400,424
P.O. Box 2510
Guaynabo, PR 00970

Marksell                      Advertising               $196,860
Garden Hills Plaza
1353 Carr. 19, Suite 164
Guaynabo, PR 00966

Caribbean Property Group      Lease agreement -          $72,000
                              commercial property

Colineal                      Furniture inventory        $72,000

RG Premier Bank               Equipment lease            $33,112

Fadel S.A.                    Furniture inventory        $29,233

AG Imports                    Furniture inventory        $15,977

AEE                           Utilities                  $12,435

Internal Revenue Services     Social security            $11,883

Fondo del Seguro del Estado   Workers compensation       $11,250

Popular Auto                  Computer lease             $10,350

Serta Mattress Company        Mattress inventory          $5,531

Global International          Transportation services     $5,531
Logistics

RG Premier Bank               Credit card debt            $5,000

RG Premier Bank               Credit card debt            $5,000

COSVI                         Health plan                 $4,572

Hacienda                                                  $4,419

Intellitek Inc.               Software lease              $2,925

Buena Vida                    Advertising                 $2,785


GARDEN RIDGE: Exits Chapter 11 & Reports Sales Increase in April
----------------------------------------------------------------
Garden Ridge Corporation successfully completed its reorganization
and reports a 6.9% increase in April comp sales comparing the
month to the same time period as last year.  This is the fifth
straight month of comp sales increases for the company.

"The reorganization is a complete renewal for Garden Ridge and
provides the opportunity to position the company as a major
regional home d,cor store by re-establishing the businesses that
made us successful," said Steve Higgins, president of Garden
Ridge.  "We are focused on offering the largest selection of d,cor
and furnishings of any home base retailer with particular emphasis
on the categories of floral, art, furniture, holiday and outdoor
seasonal merchandise."

The U.S. Bankruptcy Court for the District of Delaware approved
the reorganization on April 28, 2005.  The Plan took effect on
May 12, 2005.

"Garden Ridge has a strong balance sheet and ample line of
credit," said Don Martin, chief restructuring officer for Garden
Ridge.  "We have obtained $80 million in exit financing and a
$25 million cash infusion from Three Cities Research.  Creditor
claims will be settled under the terms in the plan as soon as
possible."

"We are very pleased with our sales momentum over the last several
months including our strong April sales performance.  Our
customers responded favorably to the Great Outdoor Sale event we
introduced this month featuring our new and expanded selection
of pottery, patio, and garden merchandise," said Steve Higgins,
president of Garden Ridge.  "This event continues into May with a
double digit sales increase for the first week of the month."

Headquartered in Houston, Texas, Garden Ridge Corporation --
http://www.gardenridge.com/-- is a megastore home decor retailer
that offers decorating accessories like baskets, candles, crafts,
home accents, housewares, party supplies, pictures and frames,
pottery, seasonal items, and silk and dried flowers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
February 2, 2004 (Bankr. D. Del. Case No. 04-10324).  Joseph M.
Barry, Esq., at Young Conaway Stargatt & Taylor LLP, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed estimated
debts and assets of over $100 million.


GMAC MORTGAGE: Fitch Affirms Low-B Ratings on Two Equity Classes
----------------------------------------------------------------
Fitch Ratings has affirmed GMAC Mortgage Corp. home equity issue:

   Series 2004-J1

      -- Class A at 'AAA';
      -- Class M-1 at 'AA';
      -- Class M-2 at 'A';
      -- Class M-3 at 'BBB';
      -- Class B-1 at 'BB';
      -- Class B-2 at 'B'.

All of the mortgage loans in the aforementioned transaction
consist of 30-year fixed-rate mortgages extended to prime
borrowers and are secured by first liens on one- to four-family
residential properties

The affirmations reflect subordination and deal performance in
line with expectations and affect approximately $300,452,916 of
outstanding certificates.

As of the April 2005 distribution date, the pool factor (current
principal balance as a percentage of original) is 75% and the
cumulative loss to date as a percentage of the pool's initial
balance is 0%.  The number of loans more than 60 days delinquent
as a percentage of the current pool balance is .24%.

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch Ratings
Web site at http://www.fitchratings.com/


HEALTH NET: Moody's Pares Sr. Unsec. Debt Rating to Ba2 from Ba1
----------------------------------------------------------------
Moody's Investors Service has downgraded Health Net, Inc.'s senior
unsecured debt rating to Ba2 from Ba1.  Moody's stated the
downgrade was the result of additional analysis and discussions
with the company that revealed a lower capital adequacy level than
previously indicated.  The rating agency also noted the continued
uncertainty with respect to Health Net's earnings and membership
over the near-term, as well as the reduced financial flexibility
of the company.  The outlook for the rating is negative.

The rating action concludes the review that was initiated on
February 9, 2005.  The review was prompted after Health Net
reported a net after-tax loss in the fourth quarter of 2004, as a
result of a charge taken to cover provider settlements,
unfavorable prior period reserve developments, and asset
impairment and restructuring charges.

Moody's stated that as of December 31, 2004 consolidated risk
based capital for Health Net was 110% of company action level,
which was lower than what had been previously estimated and
considerably lower than the 165% CAL reported for
December 31, 2003.  Moody's noted that there is no immediate
threat of regulatory action since all state requirements are being
met.

In addition, the rating agency stated, Health Net has taken action
to boost their RBC through capital infusions to the California
subsidiary during the second quarter of 2005.  However, Moody's
views this as a near-term concern, as it balances the cash needs
of the parent and retained earnings at the operating subsidiaries
to meet anticipated growing capital needs.  As part of the action
plan to increase its RBC level, Health Net does not plan on taking
any dividends from its regulated health subsidiaries during 2005.
Cash at the parent is currently sufficient to meet the company's
obligations during 2005 as well as its capital infusion plan.

Based on its review, Moody's noted that through March 2005, Health
Net's commercial membership has declined by an additional 87,000
members (3.3%) which is in excess of the company's forecast.
Commercial membership attrition was reported in five of its six
markets, with only Oregon reporting stable membership.  As a
result, Moody's is uncertain of Health Net's ability to stabilize
membership by the end of the year.

Moody's further noted that during 2004, Health Net's quarterly
membership projections were consistently below actual results.
Moody's also stated that the company has expressed an interest in
growing Medicare membership, with significant expansion in the
program planned for 2006.  With the decline in commercial
membership, Moody's has concerns with the Medicare/Medicaid
segment becoming a significant portion of Health Net's membership
base, given the greater volatility and uncertainty associated with
the government segments.

During the quarter, the rating agency viewed positively Health
Net's settlement of a class action lawsuit with providers,
resulting in a $67 million pre-tax charge.  Moody's also noted
that the medical loss ratio has improved for the first quarter of
2005, giving some credibility to the healthcare initiatives
instituted by the company.  However, even after removing the
impact of the settlement, earnings results continue to lag the
industry.

Moody's noted that if annual margins fall below 2%, commercial
membership losses on an annual basis exceed 5%, or RBC remains
below 150% CAL at year-end 2005, the rating may be downgraded.
Additionally, increased debt levels raising the company's
financial leverage to the 30% level or Medicare/Medicaid
membership exceeding 25% of total membership will place downward
pressure on the ratings.  However, the rating agency stated that
if the company successfully remedies financial flexibility
constraints while improving the level of its RBC to 150% CAL,
stabilizes commercial membership, and begins to realize annual net
margins approaching 3%, then the outlook will be returned to
stable.

These rating has been downgraded with a negative outlook:

   * Health Net, Inc.: senior unsecured debt rating to Ba2
     from Ba1.

Health Net, based in Woodland Hills, California, reported total
revenues of $2.9 billion for the first three months of 2005.  As
of March 31, 2005, the company had total membership of
approximately 6.5 million and reported shareholder's equity of
$1.3 billion.


HIS VISION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: His Vision, Inc.
        1260 Lyell Avenue
        Rochester, New York 14606

Bankruptcy Case No.: 05-22431

Chapter 11 Petition Date: May 16, 2005

Court: Western District of New York (Rochester)

Debtor's Counsel: Wayne I. Ohl, Esq.
                  Ohl & Alexson
                  P.O. Box 788
                  Honeoye, New York 14471
                  Tel: (585) 229-2501
                  Fax: (585) 229-4723

Total Assets: $1,479,021

Total Debts:    $795,546

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Patrick Ho                                    $366,034
4 Quail Run
Hilton, NY 14468

His Land, LLC                                  $32,000
1260 Lyell Avenue
Rochester, NY 14606

AO SOLA                                        $20,141
2277 Pine View Way
Petaluma, CA 94954

Hart Specialties                               $18,327
P.O. Box 9003
Amityville, NY 11701

Titmus Optical Company                         $10,668
3811 Corporate Drive
Petersburg, VA 23805

Salem Distributing Company                      $9,494
P.O. Box 1070
Charlotte, NC 28201-1070

Gordon & Chodak                                 $9,125
60 Office Park Way
Pittsford, NY 14534

Golden Star Optical Manufacturing Co., Ltd.     $8,791
No. 2935 Sha Tsui Road
Unit 6, 3/F
Technology Plaza Tsuen Wan, N.T.
Hong Kong 852-24110628

Vision Ease Corporation                         $8,180
2537 Solutions Center
Chicago, IL 60677-2005

Patrick Ho                                      $8,000
4 Quail Run
Hilton, NY 14468

On-Guard Safety Corporation                     $7,587
2-344 N. Rivermede Road
Concord, ONT
Canada

Augen Optics USA                                $7,409
7734 Rutilio Court, Suite B
New Port Richey, FL 34653

Rotuba Extruders Inc.                           $6,751
1401 Park Avenue South
Linden, NJ 07036

Blank Rome Comosky & McCauley LLP               $5,475
One Logan Square
Philadelphia, PA 19103

Vision Star LLC                                 $5,367
123 Northeast Third Avenue, Suite 215
Portland, OR 97232

Advantage Professionals                         $4,305
P.O. Box 1152
Buffalo, NY 14240

Homer Optical Compay, Inc.                      $3,895
2401 Linden Lane
Silver Springs, MD 20910

UPS                                             $3,581
P.O. Box 7247-0244
Philadelphia, PA 19170-0001

Nassau Lens Company, Inc.                       $2,868
160 Legrand Avenue
Niorthvale, NJ 07647-0903

Weco USA                                        $2,802
5975 Shiloh Road, Suite 110
Alpharetta, GA 30005-1751


HOLLYWOOD ENT: Movie Gallery Takeover Cues S&P to Withdraw Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Hollywood Entertainment Corp., including the 'B+' corporate credit
and 'B-' subordinated ratings, as a result of the completion of
Movie Gallery Inc.'s acquisition of Hollywood.

"Essentially all of Hollywood's debt was refinanced as part of the
transaction," said Standard & Poor's credit analyst Diane Shand.

Standard & Poor's had assigned on April 19, 2005, a 'B+' corporate
credit rating to Movie Gallery, a 'B+' rating to the company's
$870 million credit facility, and a 'B-' rating to its proposed
$325 million senior unsecured floating-rate notes.  The outlook is
stable.


INSITE VISION: March 31 Balance Sheet Upside-Down by $453,000
-------------------------------------------------------------
InSite Vision Incorporated (AMEX:ISV) reported financial results
for the three months ended March 31, 2005.

Net loss for the 2005 first quarter was $3.4 million, compared
with a net income of $2.4 million, for the 2004 first quarter.
Research and development expenses for the first quarter of 2005
increased to $2.4 million, compared with $0.9 million for the
first quarter of 2004.  The increase in R&D expenses was due
primarily to the initiation of the AzaSite(TM) Phase 3 clinical
trials.  Selling, general and administrative expenses increased to
$1.0 million from $0.6 million for the first quarters of 2005 and
2004, respectively.  The increase in S,G&A mainly reflects salary
adjustments to return staff member salaries to the same level they
were prior to the voluntary salary reductions in 2003.

InSite Vision had cash and cash equivalents of $2.5 million as of
March 31, 2005, compared with cash and cash equivalents of $5.4
million as of December 31, 2004.

On May 9, 2005, the Company announced it had entered into
definitive agreements for a $9 million private financing for
approximately 16.4 million newly issued shares of common stock at
$0.55 per share, and the issuance of warrants to purchase
approximately 4.9 million shares of common stock at an exercise
price of $0.6325 per share.  Closing of the financing is
contingent on approval from the American Stock Exchange, among
other standard conditions.  If completed, these proceeds will be
reported on the June 30, 2005 balance sheet.

"This financing, should it be successfully completed, is expected
to provide InSite with sufficient funds to complete our ongoing
Phase 3 pivotal trials," said S. Kumar Chandrasekaran, Ph.D.,
chief executive officer of InSite Vision.  "Our current focus is
on making progress with various steps that will support completion
of our clinical trials and product commercialization.  We look
forward to providing a comprehensive update on recent progress at
our upcoming Annual Meeting of Stockholders on June 1."

The Company currently expects to launch AzaSite in the U.S. market
in the second half of 2006.  Prior to commercialization, the
Company must first complete its Phase 3 trials, achieve
satisfactory results, prepare and file a New Drug Application for
AzaSite and receive U.S. Food and Drug Administration approval.
There can be no assurance that the Company will be able to
complete any of these steps on a timely basis or at all.

                        About the Company

InSite Vision is an ophthalmic company focused on ocular
infections, glaucoma and retinal diseases.  The Company's lead
product is AzaSite, which targets infections of the eye.  AzaSite
contains the drug azithromycin, a broad-spectrum antibiotic
formulated with DuraSite(R), InSite Vision's patented drug-
delivery vehicle, which offers the benefit of a low-dosing
regimen, attractive to both the eye-care patient and physician.
The Company intends to seek to expand this "technology platform"
to include additional indications and product options for the
worldwide market.

In the glaucoma area, the Company has continued to focus genomic
research on the TIGR gene, among other genes in its genomic
portfolio.  A portion of this research has been incorporated into
the Company's commercially available OcuGene(R) glaucoma genetic
test for disease management, which is a prognostic tool designed
to detect a genetic marker (mt-1) in the promoter region of the
glaucoma-related TIGR gene.  Additional information can be found
at http://www.insitevision.com/

At Mar. 31, 2005, InSite Vision's balance sheet showed a $453,000
stockholders' deficit, compared to $3,601,000 of positive equity
at Dec. 31, 2004.


J.A. JONES: Committee Has Until June 30 to Object to Claims
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina gave the Official Unsecured Creditors Committee appointed
in J.A. Jones, Inc., and its debtor-affiliates' chapter 11 cases,
until June 30, 2005, to object to certain class 6 and class 10
claims filed against the Debtors.

The Court confirmed the Debtors' Third Amended and Restated Joint
Plan Liquidating Plan of Reorganization on Aug. 19, 2004, and the
Plan took effect on Sept. 28, 2004.  Pursuant to the Debtors'
Plan, the Committee was appointed to administer the Class 6
Settlement Payment and the Zurich Settlement Fund in accordance
with the Plan.

The Committee believes that it will need more time to review and
determine the validity of certain class 6 and/or class 10 claims.

As reported in the Troubled Company Reporter on May 12, 2005,
Carroll Services, LLC, the Liquidation Trustee appointed under the
Debtors' chapter 11 plan, sought and obtained an extension,
through and including June 25, 2005, to object to claims, except
Class 6 Claims and Class 10 Claims, filed against the Debtors'
estates.

Headquartered in Charlotte, North Carolina, J.A. Jones, Inc., was
founded in 1890 by James Addison Jones.  J.A. Jones is a
subsidiary of insolvent German construction group Philipp Holzmann
and a holding company for several US construction firms.  The
Debtors filed for chapter 11 protection on September 25, 2003
(Bankr. W.D.N.C. Case No. 03-33532).  John P. Whittington, Esq.,
at Bradley Arant Rose & White, LLP, and W. B. Hawfield, Jr., Esq.,
at Moore & Van Allen represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, they listed debs and assets of more than $100 million
each.  On Aug. 19, 2004, the United States Bankruptcy Court for
the Western District of North Carolina approved the Third Amended
and Restated Joint Plan of Liquidation of J.A. Jones and certain
of its debtor-subsidiaries.  The Plan took effect on Sept. 28,
2004.


JACK HALL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Jack Hall, Inc.
        5115 Berwyn Road
        College Park, Maryland 20740

Bankruptcy Case No.: 05-21508

Type of Business: The Debtor is a builder and a contractor.

Chapter 11 Petition Date: May 16, 2005

Court: District of Maryland (Greenbelt)

Debtor's Counsel: Bruce W. Henry, Esq.
                  Henry, Henry, O'Donnell & Dahnke, P.C.
                  4103 Chain Bridge Road, Suite 100
                  Fairfax, Virginia 22030
                  Tel: (703) 273-1900

Total Assets: $962,332

Total Debts:  $3,290,538

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      Federal taxes           $1,231,707
8401 Corporate Drive,         owed
Suite 300
Landover, MD 20785

Eldersburg Building Supply    Trade account             $680,818
5941 Bartholow Road
Sykesville, MD 21784

Rew Materials                 Trade account             $372,734
7070 South 109th Avenue
La Vista, NE 68128

Mid Atlantic Materials, Inc.  Trade account             $194,104

Commonwealth of Virgina       Withholding taxes         $161,804
                              owed

Building Specialties          Trade account             $146,830

Comptroller of Maryland       Withholding taxes          $90,856
                              owed

A.C.&R. Insulation            Trade account              $63,477
Company, Inc.

Premium Assignment Corp.      Trade account              $54,477

State of Maryland             Unemployment taxes         $41,961
Department of Labor           owed

Kamco Building Supply Corp.   Trade account              $37,844

Theros Equipment              Trade account              $25,851

Mincin Patel Milano, Inc.     Trade account              $25,372

The Jacobs Company            Trade account              $21,284

Wall Technology               Trade account              $17,098

Marco Supply Co., Inc.        Trade account              $15,510

Conweb Design Scape           Trade account              $12,446

Rental Service Corp.          Trade account              $10,953

Chicago Metallic              Trade account              $10,832

Pollock & Guy                 Trade account               $9,114


JACUZZI BRANDS: Sale Cues Fitch to Put Ratings on Watch Evolving
----------------------------------------------------------------
Fitch Ratings has placed Jacuzzi Brands, Inc. on Rating Watch
Evolving after its announced sale of Rexair and the hiring of
Lazard Freres & Co. to assist it in a strategic review of
operations to potentially create greater value for shareholders.
Fitch currently rates Jacuzzi's $380 million 9.625% senior secured
notes 'B', the $200 million asset-based bank credit facility 'BB',
and the $65 million term loan 'BB-'.

On May 9, 2005, Jacuzzi announced that it entered into an
agreement to sell Rexair, Inc., to Rhone Capital LLC in a
transaction valued at $170 million.  The transaction, which is
subject to certain closing conditions, is expected to be completed
by the end of JJZ's fiscal 2005 third quarter ending July 2, 2005.
An after tax gain of approximately $24 million, net of debt
retirement costs, will be recorded. Capital loss carryforwards
will be used to offset the gain on the sale for tax purposes.

The company expects net cash proceeds of approximately $145
million after investing $15 million back into Rexair, which will
represent 30% of the equity of the new company, and paying roughly
$10 million in fees, expenses, and escrow requirements.  Part of
the proceeds will be used to pay off the outstanding balances
under the revolving credit facility and to repay the term loan,
which will result in the withdrawal of the term loan rating.
These borrowings totaled approximately $86 million at March 31,
2005.

While debt balances will be reduced, sales, earnings, and cash
flow from Rexair will be lost. Over the past three years, EBITDA
at roughly $30 million for Rexair has been steady with minimal
change expected in the foreseeable future.  Excluding Rexair's
EBITDA contribution from fiscal 2004 consolidated results and
repaying the asset-based credit facility ($2.5 million), term loan
($61.8 million), and current maturities ($3.9 million) that
existed at fiscal year-end 2004 would have produced a total debt
to EBITDA ratio of 3.5 times.  This compares to the actual total
debt/EBITDA of 3.2x. The capitalization of the new Rexair is
expected to contain a significant amount of debt, the servicing of
which will limit any income derived from Jacuzzi's equity position
in the near term.

On its second-quarter earnings call on May 10, 2005, Jacuzzi's
management indicated that its size, competitive position, cost
structure, negative arbitrage resulting from cash to be received
from the sale of Rexair that cannot be applied to reduce debt, and
cash utilization will all be part of the strategic review.
Implications from this announcement are varied and include the
potential for further asset sales, acquisitions that could broaden
the operations of the remaining bath and plumbing segments, stock
repurchases, reinstitution of the dividend, and debt repurchases.
These actions could have rating implications.

Currently, Jacuzzi is focused on reducing leverage and
strengthening its operating segments, bath products, and plumbing
products through brand investment, elimination of high cost
manufacturing and unprofitable product lines, and other cost-
cutting efforts.  Revenues have benefited from increased
distribution of bath products, market share gains in plumbing
products, and price increases.  For the six months ended March 31,
2005, sales grew 2.2% and operating income improved 6.9%, driven
by gains in the Plumbing Products segment.  Both Bath Products and
Rexair experienced modest declines in revenues and operating
income.  Operating income was negatively affected by increased
marketing and advertising expenses associated with the global
branding program, new product development costs, increased raw
material and freight costs, and higher corporate expenses.

For the 12 months ended March 31, 2005, leverage, measured by
total debt to EBITDA was 3.3x, and EBITDA coverage of interest was
3.0x.  Cash used in operating activities was $28.6 million in the
first half of 2005, largely reflecting a $34 million rise in
inventory levels.  This reflects weakness in U.K. sales of bath
products and reduced orders from retailers, as well as softness in
the domestic spa business and remodeling segment of the U.S. bath
business.  Inventory is expected to decline as JJZ enters its peak
selling season and orders return to more normal levels.

Barring any material transaction resulting from the strategic
review, debt levels are anticipated to be around $400 million at
fiscal year-end 2005 as proceeds from Rexair will have been used
to repay bank borrowings.  Cash balances may be high compared to
historical levels if excess cash proceeds remain from the sale of
Rexair and inventory levels are worked down.


JAZZ PHOTO: Judge Stern Confirms Plan of Liquidation
----------------------------------------------------
The Honorable Morris Stern of the U.S. Bankruptcy Court for the
District of New Jersey confirmed on May 13, 2005, Jazz Photo
Corp.'s Joint Plan of Liquidation.

Judge Stern determined that Jazz Photo's Plan satisfies the 13
standards stated in 11 U.S.C. Section 1129(a).

The Plan proposes an orderly liquidation of Jazz Photo's assets.
A Liquidating Trust will be established to facilitate distribution
of the sale proceeds to creditors.

Rosenthal's Allowed Secured Claim for $2,088,000 will be paid in
cash on the Effective Date.

Allowed Priority Non-Tax Claim holders will receive cash in full
satisfaction of their claims on the Effective Date.

Allowed Unsecured Claim Holders, owed approximately $49.1 million
in the aggregate, will initially receive a pro rata share of the
liquidation proceeds as soon as practicable after the Effective
Date.  The Disclosure Statement does not attempt to quantify the
value of that initial distribution.  Fuji Photo Film Co. holds the
largest unsecured claim, and the Court has fixed the amount of
Fuji's allowed claim at $30,208,905.

Affiliate Claims, penalty claims and equity interest holders are
subordinated to unsecured claims and aren't expected to recover
anything under the Plan.

Jazz Photo Corp. was engaged in the design, development,
importation and wholesale distribution of cameras and other
photographic products in North America, Europe and Asia.  The
Company filed for chapter 11 protection on May 20, 2003 (Bankr.
N.J. Case No. 03-26565).  Michael D. Sirota, Esq., and Warren A.
Usatine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
represent the Debtor.  When the Company filed for protection from
its creditors, it estimated $50 million in debts and assets.


JEUNIQUE INTERNATIONAL: Court Confirms Chapter 11 Plan
------------------------------------------------------
The Honorable Maureen Tighe of the U.S. Bankruptcy Court for the
Central District of California, Los Angeles Division, confirmed
Jeunique International, Inc.'s Amended Plan of Reorganization
filed on Sept. 28, 2004.

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

                       Terms of the Plan

The Debtor's Plan is funded by an $870,000 infusion of capital by
the Debtor's President and largest creditor, Mulford J. Nobbs.
Mr. Nobbs, his wife, their family trust, and other entities they
control will partially subordinate their claims against the
Debtor.

The $870,000 will be used to pay all priority and administrative
claims, pay certain secured claims and make the other
distributions called for under the Plan.  Mr. Nobbs or his
designee will receive 100% of the shares of the reorganized
Jeunique International in exchange for his capital infusion and
agreement to partially subordinate and forgive his secured and
unsecured claims totaling approximately $26 million.

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

    http://www.researcharchives.com/download?id=040812020022

Headquartered in City of Industry, California, Jeunique
International, Inc. -- http://www.juenique.com/-- is a Direct
Selling Company that develops and markets beauty and health
products and fashion apparel.  The Company filed for chapter 11
protection on June 1, 2004 (Bankr. C.D. Cal. Case No. 04-22300).
Mark S. Horoupian, Esq., at Sulmeyer Kupetz A P.C., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed more than $10 million in
estimated assets and more than $50 million in estimated
liabilities.


LAC D'AMIANTE: U.S. Trustee Will Meet Creditors Today
-----------------------------------------------------
The United States Trustee for Region 6 will convene a meeting of
Lac d'Amiante Du Quebec Ltee's creditors at 9:00 a.m., on May 18,
2005, at Room 1107, 606 North Carancahua in Corpus Christi, Texas.
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

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


LEE'S TRUCKING: Wants to Hire Depper Law as Bankruptcy Counsel
--------------------------------------------------------------
Lee's Trucking asks the U.S. Bankruptcy Court for the Western
District of Arkansas for permission to employ the Depper Law Firm
as its general bankruptcy counsel.

Depper Law is expected to:

   a) provide legal advice to the Debtor with respect to its
      powers and duties as a debtor-in-possession in the continued
      operation and management of its business and property under
      chapter 11;

   b) represent the Debtor in any pending lawsuits before the
      Bankruptcy Court and take all other necessary action to
      avoid the attachment of liens or repossessions of the
      Debtor's property;

   c) represent the Debtor in connection with any adversary
      proceedings that may be instituted be creditors or other
      parties in interest before the Court;

   d) prepare on the Debtor's behalf all necessary applications,
      answers, orders, other pleadings and legal documents
      required under the Bankruptcy Code and assist the Debtor in
      negotiating the terms of a chapter 11 plan; and

   e) perform all other legal services to the Debtor that are
      necessary in its chapter 11 case.

Robert L. Depper, Jr., Esq., a Partner at Depper Law, is the lead
attorney for the Debtor.  Mr. Drepper discloses that his Firm
received a $5,000 retainer.

Lee's Trucking has not yet received Depper Law's hourly billing
rates for its professionals performing services for the Debtor.

Depper Law assures the Court that it does not represent any
interest materially adverse to the Debtor or its estates.

Headquartered in El Dorado, Arkansas, Lee's Trucking --
http://www.leestrucking.com/-- transports bulk chemicals, non-
hazardous materials, hazardous materials, and hazardous waste.
The Company filed for chapter 11 protection on May 13, 2005
(Bankr. W.D. Ark. Case No. 05-73565).  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of more than $100 million.


LSP BATESVILLE: S&P Lifts Ratings on $326 Million Sr. Sec. Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on LSP
Batesville Funding Corp.'s $150 million senior secured bonds due
2014 and $176 million senior secured bonds due 2025 to 'B+' from
'B-'.

Standard & Poor's also removed the ratings from CreditWatch with
positive implications.  The outlook is stable.

The rating action follows the assignment of the power purchase
agreement by Aquila Inc. (B-/Negative/--) to a third party, South
Mississippi Electric Power Association (SMEPA) and Standard &
Poor's preliminary evaluation of SMEPA's credit risk.

"SMEPA's credit risk is higher than the speculative-grade
category; however, the project's merchant exposure over the long
term, as well as the low debt service coverage ratios in the
short-term, limits the project rating to speculative grade," said
Standard & Poor's credit analyst Elif Acar.

SMEPA is the offtaker of the project's capacity and electricity
from the plant's Unit 3 for one-third (279 MW nominally) of its
total output pursuant to a PPA until 2016.

The rating also reflects the announcement that Virginia Electric &
Power Co. intends to transfer its interests in the PPA to J. Aron
& Co., the commodities sales and trading subsidiary of The Goldman
Sachs Group Inc.  Goldman Sachs will provide a guaranty of all
obligations and liabilities of J. Aron under the PPA.

The PPA with J. Aron is for the remaining two-thirds (570 MW) of
capacity and energy until June 2013.  The project relies on
revenues from both PPAs to fully cover debt service.


MCI INC: Verizon Closes Purchase of 43.4 Million MCI Shares
-----------------------------------------------------------
Verizon Communications Inc. (NYSE:VZ) closed on its agreement to
purchase approximately 43.4 million shares of MCI Inc.
(NASDAQ:MCIP) common stock from eight entities affiliated with
Carlos Slim Helu for approximately $1.1 billion in the aggregate
in cash.

As disclosed last week, Verizon has transferred the shares to a
Department of Justice-approved trust.  The trustee, former U.S.
Attorney General Dick Thornburgh, will hold the shares on behalf
of Verizon and will vote the shares, representing an approximate
13.4 percent ownership stake in MCI, in support of the proposed
merger of Verizon and MCI at a future MCI shareholder meeting.

Verizon agreed on April 9 to pay $25.72 per share and will pay an
adjustment at the end of one year in an amount per MCI share equal
to 0.7241 times the amount by which the price of Verizon's common
stock exceeds $35.52 per share (measured over a 20-day period).
The prices for the MCI and Verizon shares were set by Verizon and
the Slim entities based upon the market prices for the stocks at
the time of the agreement.

Upon DOJ approval of the merger of Verizon and MCI, the trust will
terminate, and Verizon will acquire full ownership of the shares.

                  About Verizon Communications

With more than $71 billion in annual revenues, Verizon
Communications Inc. (NYSE: VZ) -- http://www.verizon.com/-- is
one of the world's leading providers of communications services.
Verizon has a diverse work force of 212,000 in four business
units: Domestic Telecom provides customers based in 28 states with
wireline and other telecommunications services, including
broadband.  Verizon Wireless owns and operates the nation's most
reliable wireless network, serving 45.5 million voice and data
customers across the United States.  Information Services operates
directory publishing businesses and provides electronic commerce
services. International includes wireline and wireless operations
and investments, primarily in the Americas and Europe.

                         About MCI Inc.

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

                         *     *     *

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

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

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

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


MCI INC: Board Members Will Purchase Company Stock
--------------------------------------------------
MCI, Inc. (NASDAQ:MCIP) reported that members of its Board of
Directors will again invest 25 percent of their directors' fees in
MCI Common Stock.  Under a process announced August 12, 2004, MCI
has withheld 25 percent of all directors' fees earned during the
previous two quarters for investment in MCI Common Stock.  With
the opening of the window period to engage in transactions
involving MCI stock, these funds will be transferred to a broker,
who purchases the shares on behalf of each director.  Shares are
held in individual accounts in each director's name.

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

                         *     *     *

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

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

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

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


MERIDIAN AUTOMOTIVE: Wants to Employ PwC as Accountants
-------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliate
require the services of seasoned and experience accountants and
auditors that are familiar with:

   -- their businesses and operations;
   -- the automotive industry; and
   -- the Chapter 11 process.

PricewaterhouseCoopers LLC, is a multinational accounting firm
that provides auditing services, accounting advice, financial
consulting and advisory services to over 80% of the companies on
the Fortune 500 list.  PwC has provided accounting, auditing and
financial services clients in a variety of industries, including
the automotive industry.  Furthermore, PwC has served as the
Debtors outside accountants and auditors since 1998, where it has
developed a great deal of institutional knowledge and an intimate
understanding of the Debtors' business, finances, operations,
systems and capital structure.

Accordingly, the Debtors seek the U.S. Bankruptcy Court for the
District of Delaware's authority to employ PwC, nunc pro tunc to
the Petition Date, to provide accounting and auditing services.

PwC will perform audit services for the Debtors including the
audit of the Debtors' consolidated financial statements at
December 31, 2004, and for the years then ending.  If requested,
PwC will also:

   (a) perform audits of the Debtors' Employee Benefits Plans for
       the years ending 2002 and 2003; and

   (b) provide other accounting, auditing, tax and other services
       as needed.

The professional fees associated with the 2004 Audit were
estimated to be $460,000.  The Debtors have made progress
payments to PwC totaling the Estimated Audit Fee.  However, due
to the expansion of the scope of the 2004 Audit, the task has
required a greater number of professional hours than were
estimated.  Thus, the Debtors are currently paying PwC an hourly
rate for the additional time its professionals require to
complete the 2004 Audit.  Current hourly rates for PwC personnel
are:

        Partners                      $458 - $794
        Managers/Directors            $276 - $419
        Associates/Sr. Associates     $197 - $261

PwC will also seek reimbursement for necessary and reasonable
out-of-pocket expenses incurred.

John A. Roszak, a member of PwC, assures the Court that the firm
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

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 Hire Mercer as Consultants
--------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Mercer Human Resource Consulting, Inc., as
human resources consultants, nunc pro tunc to April 26, 2005.

The Debtors selected Mercer based on its experience in providing
advice and analysis with respect to a variety of employment-
related issues.  Mercer is one of the leading executive
compensation consulting firms, specializing in, among other
things, the analysis of compensation programs to attract, retain,
motivate and reward key executives, employees and directors.
Founded in 1975, Mercer's client roster includes hundreds of
Fortune 500 and Fortune Global 500 companies.

Richard E. Newsted, President of Meridian Automotive Systems,
Inc., relates that Mercer is familiar with the Debtors'
compensation and incentive programs.  Since the Petition Date,
Mercer's professionals have worked closely with the Debtors'
senior management, financial staff, and other professionals, and
have become well acquainted with the Debtors' compensation and
incentive programs.

                     Services to be Rendered

With respect to key employees, Mercer will:

   (a) collect and review relevant data of the Debtors, including
       current and historical compensation levels, plan documents
       and executive continuity agreements;

   (b) research how key employee retention plans have been
       implemented in Chapter 11 cases to ensure that any
       proposal by the Debtors is consistent with historical
       practices and the Court's expectations; and

   (c) prepare a retention plan proposal with relevant and
       appropriate documentation to be filed with the Court.

With respect to the review of executive compensation, Mercer
will:

   (a) review relevant data of the Debtors, including current and
       historical compensation levels, job descriptions, and
       organizational charts;

   (b) meet with the Debtors' management to review and understand
       benchmark positions, relative competitive market and
       compensation philosophy;

   (c) analyze market compensation practices of certain
       executives for companies that are similar in size and
       business to the Debtors;

   (d) prepare presentations that summarizes findings,
       identifying opportunities for the Debtors to refine their
       compensation programs based on the results of the
       analysis; and

   (e) meet with the Debtors to review findings and determine
       next steps.

Mercer may also perform additional services for the Debtors,
including:

   (a) testifying at a hearing to address topics covered under
       the Agreement; and

   (b) assisting with the design/redesign of any severance or
       retention programs that may be contemplated in the future.

The Debtors will pay Mercer based on these standard hourly rates:

          Principal              $500 - $700
          Associate              $250 - $450
          Consulting Analysts    $150 - $300

Mercer estimates that the fees for the Key Employee Retention
Plan will be $45,000, and that fees for the Executive
Compensation Review will be $30,000.

Michael J. Halloran, a member of Mercer, ascertains that the firm
does not hold or represent an interest adverse to the Debtors'
estate.  Mr. Halloran assures the Court that Mercer is a
"disinterested person" as that term is defined by Section 101(14)
of the Bankruptcy Code.

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: Shareholder Says Disclosure Statement is Deficient
---------------------------------------------------------------
Terry Zerngast, a shareholder in Mirant Corporation and a CPA
based in Seattle, Washington State, tells the U.S. Bankruptcy
Court for the Northern District of Texas that the Disclosure
Statement displays a number of factual errors, overstatements,
omissions, and other defects, which show that the Disclosure
Statement cannot be approved:

    1. The Disclosure Statement fails to explain why the excessive
       cash balance and short-term cash investments that
       accumulates over the Plan's life are not being used to pay
       claims -- the Plan instead provides for the issuance of
       equity -- or alternatively, why that cash is not being used
       to pay down the $3 billion of debt and thereby reduce
       interest expense.

    2. The Disclosure Statement fails to provide a schedule of
       cash generated and cash reinvested back into Mirant
       Corporation and its debtor-affiliates.

    3. The income tax rate used in computing income tax expense is
       overstated and therefore leads to understating Net Income.

    4. The Disclosure Statement fails to provide the current
       provisions and deferred provision for income tax expense.

    5. The income tax payable is not separately stated on the
       balance sheet and the income tax payable is significantly
       overstated.

    6. The valuation allowance for deferred tax assets has not
       been revalued in accordance with FASB 109 and, thereby,
       significantly understates assets and overstates income tax
       payable.

    7. The cash collateral requirements are overstated by over
       $200,000,000 for forward power sales and fuel commitments
       by not using standby letters of credit, and fails to
       explain why standby letters of credit are not used.

    8. The Disclosure Statement fails to explain why $400,000,000
       of proceeds from the sale of assets and investments that
       will be received by year 2006 are not shown on the
       projections.

    9. Available cash is understated by overstating current assets
       -- excluding cash -- and understating current liabilities
       which understates the valuation determined by a "Discounted
       Cash Flow" method.

   10. Interest expense is overstated compared to interest expense
       computed debt by debt.

   11. The Disclosure Statement fails to explain why the interest
       rate on W. Georgia note payable is higher than 3.36% for
       years up to 2009, resulting in an apparent overstatement of
       interest expense.

   12. The Disclosure Statement fails to explain why the W.
       Georgia funds on deposit have not been used to reduce debt.

   13. Incomplete information is provided regarding whether any
       penalties are included in amounts stated for the Class 6
       and Class 7 claims of consolidated MAGi Debtors.

   14. There is no schedule of postpetition accrued interest
       allowed as claims.

   15. The Disclosure Statement does not contain a reconciliation
       of stockholders' equity from June 30, 2003, to June 30,
       2005.

   16. The Disclosure Statement does not contain a "Reconciliation
       of Claims Subject to Compromise" from the Debtors'
       November 30, 2004 financial statement to June 30, 2005.

   17. The Disclosure Statement fails to justify why confirmation
       of the Plan of Reorganization has been timed to occur prior
       to the most profitable quarter of the year rather than
       after the most profitable quarter of the year, nor and why
       $100 million tax-deductible interest expense is not
       preserved by using a Plan confirmation date after
       December 31, 2005.

   18. There is no detail of operating performance.

   19. The Disclosure Statement fails to provide any information
       regarding how the cost of debt capital was determined for
       the interest rates and what discussions were held with
       bankers and investment bankers regarding "exit" loan
       financing.

   20. The Disclosure Statement fails to explain whether the risk
       of class action litigation regarding negligent actions
       prior to the Petition Date and claims under the Sarbanes
       Oxley Act have been considered and provided for.

   21. The Disclosure Statement fails to apply the "DCF Analysis"
       properly to an asset based commodity producer whose capital
       base consists of long-lived assets leveraged with long-term
       debt capital.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 62; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Asks Court to Estimate Seven Multi-Million Tax Claims
------------------------------------------------------------------
Mirant Corporation and its debtor-affiliates seek to resolve seven
contingent and unliquidated claims for prepetition real property
taxes filed against them, which relate to the two largest assets
that they own in New York State -- the Bowline electric generating
station located in the Town of Haverstraw, New York and the Lovett
electric generating station located in the Town of Stony Point,
New York.

                       Claim     Debtors'     Estimation
Claimant               Numbers   Estimate     Purposes
--------               -------   --------     ----------
The County of Rockland   7117    $7,435,412   For all purposes,
                                              including voting
                                              on, feasibility of,
                                              and distribution
                                              under a plan of
                                              reorganization

The County of Rockland   7118        N/A      N/A

The County of Rockland   7119    $4,759,121   For all purposes,
                                              including voting
                                              on, feasibility of,
                                              and distribution
                                              under a plan of
                                              reorganization

The Haverstraw-          7624,
Stony Point              7627,
Central School           7628,
District                 7629        N/A      N/A

The Debtors ask the U.S. Bankruptcy Court for the Northern
District of Texas to disallow Claim Nos. 7118, 7624, 7627, 7628,
and 7629 as these claims are duplicative or asserted against
non-liable Debtors.

According to the Debtors, the remaining two claims -- Claim Nos.
7117 and 7119 -- are excessive as confirmed by the Debtors' and
the Tax Authorities' expert reports filed in the related and
pending New York state court litigation concerning, in part, the
real property taxes at issue under the Claims.  The Debtors ask
the Court to:

   (i) declare that it has subject matter jurisdiction over the
       claims;

  (ii) declare that Claim Nos. 7117 and 7119 are prepetition
       claims against the named Debtors;

(iii) estimate the claims at the total amounts of $7,435,412 and
       $4,759,121, for all purposes, including voting on,
       feasibility of, and distribution under a plan of
       reorganization; and

  (iv) disallow payment of the claims pending payment of the
       refunds owed to the Debtors in the New York State
       Proceedings.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 61; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Creditors Comm. Hires Russell Reynolds as Headhunter
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mirant
Corporation seeks the U.S. Bankruptcy Court for the Northern
District of Texas' authority to retain Russell Reynolds Associates
as its consultant in the Committee's search for individuals to
serve on the Board of Directors of the Reorganized Debtors.

The Mirant Committee says it is critical that Mirant emerges from
Chapter 11 with a strong, experienced, qualified and properly
motivated board of directors.  The Committee notes that the group
of creditors it represents will hold in excess of 90% of
outstanding shares of the reorganized company, in view of the
conversion of debt to equity contemplated under the current Plan
of Reorganization for the Debtors.

The Mirant Committee believes that it is authorized under Section
1103(a) of the Bankruptcy Code to retain an "agent" like Russell
Reynolds to perform services for the Committee.  The Committee
believes that Russell Reynolds is qualified to assist it in
identifying suitable board candidates.

The current Plan defers selection of the Reorganized Debtors'
Board until after voting on the Plan has concluded.  The Plan,
the Mirant Committee says, does not provide any clear path as to
how the selection process will be conducted.

The Mirant Committee asserts that identification of suitable
board members for a company the size of Mirant is a lengthy
process that is expected to take several weeks, if not months.
If the search process doesn't start now, the Mirant Committee is
concerned that the only means that will then be available to
solve the board selection concerns created by the Debtors is to
have the existing Board be proposed as the "new board."  The
Committee reminds the Court that the existing Board was elected
by prior shareholders with a strong influence from The Southern
Company and has been entrenched due to the duration of the
Debtors' Chapter 11 cases.

The Mirant Committee has tentatively determined that the optimal
sized post-emergence board would consist of nine members.
Russell Reynolds will focus on the identification and recruitment
of candidates to fill up to eight seats of the board.  The
Committee expects that one seat would be offered to Edward R.
Muller, special operational consultant to the Committee.

In the event Russell Reynolds recruits all eight Board members,
the firm's fee will be $560,400.  The firm will also be eligible
to reimbursement of reasonable out-of-pocket expenses.

Russell Reynolds' minimum fee for the search assignment is
$427,800.

Ron E. Lumbra, managing director for Russell Reynolds and area
manager for its New York office, assures the Court that the firm
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

The Mirant Committee also seeks the Court's permission to enter
into confidentiality agreements with candidates to allow the
Committee to provide and discuss openly confidential and non-
confidential information with the candidates.

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)


MIRAVANT MEDICAL: March 31 Balance Sheet Upside-Down by $5 Mil.
---------------------------------------------------------------
Miravant Medical Technologies (OTCBB:MRVT) reported consolidated
financial results for the first quarter ended March 31, 2005.  The
net loss for the quarter was $3.7 million, compared to a net loss
of $5.5 million, for the same period in 2004.

The Company had cash of $3.2 million at March 31, 2005.
Subsequent to the end of the quarter on May 4, 2005, the Company
completed a private placement led by Scorpion Capital Partners
resulting in net proceeds to the Company of approximately $7.5
million.  These funds, together with the previously announced
$15.0 million convertible debt line-of-credit, provide Miravant
with approximately $25.0 million in cash for operations, subject
to certain conditions.

Gary S. Kledzik, Ph.D., chairman and chief executive officer,
stated, "We were pleased to make several important announcements
during the first quarter, including details about the conduct and
timing of the confirmatory Phase III clinical trial for
PHOTREX(TM), which is expected to begin this summer.  Our recently
completed financings will provide support for the confirmatory
clinical trial.  Miravant also welcomed accomplished new members
to its board of directors."

                            Financings

In March 2005, Miravant announced the completion of a convertible
debt line-of-credit that will enable the Company to borrow up to
$15.0 million, subject to certain conditions.  The funds will be
available at the Company's discretion in increments of up to $1.0
million per month, with any unused monthly borrowings to be
carried forward.  Each borrowing will be represented by a
convertible note and a warrant to purchase one-quarter of a share
of Common Stock for each share of Common Stock underlying the
convertible note.  Subsequent to the end of the quarter, this
funding was amended to specify the minimum conversion rate of
$1.00 per share of convertible Common Stock or 125% of the average
monthly closing price of the month preceding the conversion,
whichever is greater.

In May 2005, Miravant completed an $8.0 million convertible
preferred stock funding, with net proceeds to the Company of
approximately $7.5 million.  The Preferred Stock is convertible
into Common Stock at the conversion price of $1.00 per share.  The
Company also issued a warrant to purchase one share of Common
Stock for each convertible share of Common Stock purchased.  The
exercise price of each warrant is $1.00 per share.

                      Board of Directors

In January 2005, Miravant reported the elections of Robert J.
Sutcliffe and Michael Khoury to its board of directors.  After the
close of the quarter, in May 2005, the Company also reported the
elections to its board of directors of Nuno Brandolini, Kevin R.
McCarthy and Rani Aliahmad.

                      About the Company

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

At Mar. 31, 2005, Miravant Medical Technologies's balance sheet
showed a $5,296,000 stockholders' deficit, compared to a
$1,982,000 deficit at Dec. 31, 2004.


MITCHELL SCONFIENZA: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Mitchell Lee Sconfienza
        19002 Rada Road
        Silverhill, Alabama 36576

Bankruptcy Case No.: 05-12838

Chapter 11 Petition Date: May 16, 2005

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: Marion E. Wynne, Jr., Esq.
                  P.O. Box 1367
                  Fairhope, Alabama 36532-1367
                  Tel: (251) 928-1915
                  Fax: (251) 928-1967

Total Assets: $4,571,455

Total Debts:  $2,061,598

Debtor's 12 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Pentech Financial             Value of security:        $120,483
Services, Inc.                $15,500
3435 West Shaw Avenue,
Suite.107
Fresno, CA 93711

Financial Pacific Leasing     Value of security:         $97,664
3455 S. 344th Way, # 300      $250
Federal Way, WA 98001

Alloance Funding Group, Inc.  Value of security:         $90,000
2099 South State College,     $21,300
Ste. 100
Anaheim, CA 92808

Compass Bank                                             $18,000

Roy Morton                    Value of security:         $13,000
                              $5,900

Teledyne Arca FCU             Value of security:         $12,890
                              $12,000

GMAC                                                      $8,000


Capital One                                               $5,677

Citi Business                                             $5,436

MBNA America                                              $3,646

Kay Jewelers                                              $1,500

James P. Nix                                              $1,300


MUZAK HOLDINGS: Posts $11.4 Million Net Loss in First Quarter
-------------------------------------------------------------
Muzak Holdings LLC reported financial results for the quarter
ended March 31, 2005.

Music and other business services revenue for the quarter ended
March 31, 2005 was $46.8 million, a 3.2% increase, compared to
$45.4 million for the quarter ended March 31, 2004.  Equipment
sales and related services revenue declined to $14.1 million in
the quarter ended March 31, 2005 as compared to $14.4 million in
2004.  As a result, total revenue for the quarter ended March 31,
2005 was $60.9 million, a 1.9% increase, compared to $59.8 million
for the quarter ended March 31, 2004.

EBITDA was $14.2 million for the quarter ended March 31, 2005 as
compared to $17.0 million in the quarter ended March 31, 2004.
EBITDA as defined in the indentures, which excludes non-cash
items, was $14.4 million, a decrease of $3.4 million or 19.3% as
compared to $17.9 million in the 2004 period.

Net loss for the quarter ended March 31, 2005 was $11.4 million as
compared to $9.4 million in the prior year.

The cancellation rate for the quarter ended March 31, 2005 was
10.1% and is consistent with 2004 levels.  In addition, the
Company signed several new national clients during the first
quarter including Sprint, Ultra Diamonds, and Sports Authority.
First quarter recontracts include Texas Roadhouse, Atlantic and
Pacific Tea Company, and Steinmart.

After taking into consideration the increase in cash balances as
well as non-period related royalty payments, the Company had a net
cash use of $2.0 million during the first quarter of 2005.  Such
net cash use is principally due to the increase in interest
payments as a result of the Senior Discount Notes going cash pay
in September 2004.

                        DMX Music Lawsuit

Muzak and CVS Pharmacy, Inc., are co-defendants in a lawsuit filed
by DMX Music, Inc., in Los Angeles County Superior Court on
July 25, 2003, as described in the Annual Report on Form 10-K for
the year ended December 31, 2004.  On May 13, 2005, Muzak and DMX
Music, Inc., entered into a settlement and general release
agreement that resolves all claims between Muzak and DMX Music,
Inc. and requires a $1.0 million payment by Muzak to DMX Music,
Inc.  The cost of the settlement has been recorded in selling,
general, and administrative expenses in the first quarter of 2005.
The agreement is subject to the approval of the United States
Bankruptcy Court currently presiding over DMX Music, Inc's Chapter
11 reorganization. Muzak believes that the Bankruptcy court will
approve the settlement terms in June 2005.

                    Senior Debt Refinancing

On April 15, 2005, the Company refinanced its existing Senior
Credit Facility with a $105.0 million term loan.  A portion of the
proceeds from the New Senior Credit Facility was used to repay in
full the outstanding term and revolving loans and associated
interest and to collateralize outstanding letters of credit under
the Company's then existing Senior Credit Facility, and to pay
related fees and expenses.  After giving effect to the uses of the
proceeds, the refinancing provided approximately $21.0 million in
cash for business needs.

                        About the Company

Muzak Holdings LLC, the leading audio imaging company, enhances
brands and creates experiences with AUDIO ARCHITECTURE(TM) and
MUZAK VOICE(TM). More than 100 million people hear Muzak programs
each day. We deliver music, messaging, and sound system design
through more than 200 sales and service locations.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 12, 2005,
Standard & Poor's Ratings Services placed all of its ratings on
Muzak Holdings LLC and its subsidiary, Muzak LLC, including the
'CCC+' corporate credit ratings, on CreditWatch with negative
implications.  The negative CreditWatch listing follows the
company's failure to file its 2004 Form 10-K by its March 31,
2005, deadline.  This is a breach in the terms of the company's
secured bank credit agreement, and failure to correct this breach
within 30 days would constitute an event of default.

The companies are analyzed on a consolidated basis.  The Fort
Mill, South Carolina-based provider of business music services had
about $426 million in consolidated debt and $157 million in debt-
like preferred stock at Sept. 30, 2004.

"Although Muzak's filing delay and pending restatement of its
financial statements for 2002-2004 are not expected to affect the
company's EBITDA (adjusting for noncash impairment charges) or
cash flow, it prevents an updated assessment of the company's
ability to maintain compliance with its bank covenants," said
Standard & Poor's credit analyst Steve Wilkinson.


NATIONAL CENTURY: HCA Holds $4.9 Mil. Allowed Gen. Unsec. Claim
---------------------------------------------------------------
HCA, Inc., National Century Financial Enterprises, Inc., and
Medshares Consolidated, Inc., and certain of its affiliates are
parties to a Collection Agreement, dated September 23, 1998.
Under the Collection Agreement, NCFE was obligated to remit to
HCA the collections made on account of certain pre-acquisition
accounts receivable generated by home healthcare agencies sold by
HCA to Medshares.

HCA filed various claims, including prepetition unsecured claims,
against Medshares in its bankruptcy case pending in the Western
District of Tennessee, Western Division.  The Medshares Claims
are based on:

    (1) the promissory note dated October 15, 1998, by Medshares
        in the original principal sum of $8,841,985 payable to the
        order of HCA;

    (2) an additional $2,353,000 of the purchase price owed by
        Medshares that was deferred; and

    (3) amounts owed to HCA for contracts and obligations assumed
        by Medshares under an Asset Purchase Agreement dated
        September 23, 1998, by and between HCA and related
        entities, and Medshares.

The Tennessee Bankruptcy Court allowed HCA's postpetition
administrative expense claim for $500,000.  The HCA
Administrative Claim has not been paid.

Since they provided postpetition financing in the Medshares
Bankruptcy Case, the Debtors were granted a superpriority
administrative expense claim, which they later assigned to Todd
J. Garamella.  In connection with the sale of Medshares'
remaining assets to an affiliate of Garamella, a trust fund was
established to purchase prepetition unsecured claims in exchange
for a release of the Debtors of their claims in the Medshares
Bankruptcy Case.

HCA also filed Claim No. 121 against the Debtors for $10,611,222
for alleged breach of contract arising out of the Collection
Agreement.  On August 28, 2004, the Unencumbered Assets Trust
objected to the claim and asked the Court to reduce the claim to
$1,992,756.

In a stipulation Judge Calhoun approved, HCA and the Trust agree
that:

    (1) The HCA Claim will be allowed for $4,900,000 as a general
        unsecured claim in Class C-6 under the Plan.  HCA will
        receive all distributions with respect to the Allowed
        Claim that Class C-6 claimants are entitled to under the
        Plan;

    (2) Except with regards to the Allowed Claim, the parties
        release each other from all claims arising from the
        Collection Agreement;

    (3) Except for its collection efforts in the Medshares
        Bankruptcy Case, HCA will not commence a lawsuit or other
        proceeding against the Debtors or the Trust for any claims
        or causes of action that have been released; and

    (4) HCA may participate in Medshares Prepetition Claims
        Settlement and continue to pursue its Administrative
        Expense Claim in the Medshares Case.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors. (National Century Bankruptcy News, Issue No. 55;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NETEXIT INC: Asks Court to Extend Solicitation Period to Dec. 30
----------------------------------------------------------------
Netexit, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for District of Delaware to extend their exclusive period to
solicit votes for their Liquidating Plan of Reorganization until
December 30, 2005.

The Debtors remind the Court that they have a diverse creditor
constituency and they need more time to resolve as many claims as
possible before the plan confirmation hearing.  The Debtors assure
the Court that an extension of their solicitation period will not
harm their creditors and instead will facilitate a plan process
that will maximize recoveries for their creditors.

Netexit, Inc., aka Expanets, Inc., based in Sioux Falls, South
Dakota, and its debtor-affiliates filed for chapter 11 protection
on May 4, 2004 (Bankr. D. Del. Case No. 04-11321).  Jesse H.
Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker LLP, and Scott D. Cousins, Esq.
Victoria Watson Counihan, Esq., and William E. Chipman, Jr., Esq.,
at Greenberg Traurig, LLP, represent the Debtors.  When the
company filed for chapter 11 protection, it estimated $50 million
in assets and more than $100 million in liabilities.


NORTHWESTERN: Fitch Lowers Two Note Classes Three Notches to C
--------------------------------------------------------------
Fitch Ratings downgrades two classes of notes issued by
Northwestern Investment Management Company CBO I.  These rating
actions are effective immediately:

   -- $188,145,174 class A floating-rate senior notes affirmed at
      'AAA';

   -- $15,000,000 class B-1 fixed-rate notes downgraded to 'C'
      from 'CC';

   -- $11,000,000 class B-2 floating-rate notes downgraded to 'C'
      from 'CC'.

Northwestern CBO I is a collateralized debt obligation  managed by
Northwestern Mutual which closed Dec. 15, 1999.  The downgrade of
the class B notes is due to collateral deterioration and the
continued deferment of payments to the class B noteholders.  It is
unlikely that the class B noteholders will receive payments for
the foreseeable future.  Since the last review, the A
overcollateralization test has declined to 95.6% from 97.21%,
relative to a minimum required threshold of 115%.  The B OC test
has declined to 81.49% from 86.67% as of last review.  Due to
failing coverage test levels, all interest due to the class B
notes is being deferred.  The affirmation of the class A notes is
a result of Financial Security Assurance's (rated 'AAA' by Fitch)
guarantee to pay any interest or principal shortfall.

The ratings on the classes A and B notes address the likelihood
that investors will receive timely payment of interest and timely
payment of an amount equal to the principal amount of the
respective notes by the stated maturity date.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the class B notes no longer reflect
the current risk to noteholders.

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


ORGANIZED LIVING: Reduces Workforce at Westerville Headquarters
---------------------------------------------------------------
Organized Living Inc. laid off some employees at its headquarters
in Westerville, Ohio, including Beth Pritchard, the Company's
president and chief executive officer, Toin Goins at Business
First reports.

The company's counsel Tim Robinson, Esq., at Squire Sanders &
Dempsey, told Mr. Goins, he couldn't specify the number of
employees who got laid off at Organized Living.

"The company is seeking new investors or credit," Mr. Robinson
told Business First.  "It may consider selling assets but company
executives are trying to avoid liquidation."

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


OVERNITE TRANSPORTATION: Moody's Affirms Ba1 Debt Ratings
---------------------------------------------------------
Moody's Investors Service affirmed the Aaa senior unsecured and
Prime-1 short term ratings of United Parcel Service, Inc.  This
affirmation follows today's announcement by the company of its
intent to acquire Overnite Corporation in an all cash transaction
valued at approximately $1.2 billion.

In a related action, Moody's affirmed the Ba1 debt ratings of
Overnite Transportation Co., a wholly owned guaranteed subsidiary
of Overnite.  Overnite's existing rated debt is composed of a bank
credit facility that is expected to be repaid in conjunction with
the acquisition by UPS.  Moody's will withdraw its ratings for
Overnite if and when the transaction is completed and the debt is
repaid.  The rating outlook for UPS is stable, the rating outlook
for Overnite is positive

By acquiring Overnite, UPS will be able to extend its less-than-
truckload and selected truckload services to its North American
customers, by adding Overnite's equipment, terminals and routes.
Operating synergies and certain cross selling opportunities are
expected to occur between Overnite, UPS' U.S. domestic package
operations, and UPS' rapidly growing Supply Chain Solutions
business.  Overnite's focus on middle-market customers is
consistent with one of UPS' key strategies of further penetrating
this attractive customer segment.  Overnite's customers should
also benefit considerably from access to UPS' state of the art
technology platforms.  These benefits will come over time,
however, as Moody's anticipates that Overnite will be managed as a
separate unit for the near term.

The transaction will be funded with existing cash resources and
will not result in increased borrowings.  While use of funds for
the acquisition will reduce current cash resources, Moody's
believes that the transaction will not meaningfully increase near
term financial risk.  UPS continues to demonstrate considerable
free cash flow generation from its core operations, and credit
metrics remain strong.  At current levels of free cash generation,
it is expected that UPS will be able to restore the cash resources
used in the Overnite acquisition within the coming year.

Moody's notes that UPS continues to reinvest in its core business
with CAPEX approximating $2 billion per annum.  While fixed asset
investment requirements are likely to increase as the company
expands its business, they are expected to be fully funded within
the company cash flow generation.  Moody's also notes that UPS has
paid approximately $1.1 billion per annum to multi-employer
pension plans during the last three years under the terms of its
labor contracts with the Teamsters union which extend through July
2008.  Moody's ratings do not anticipate any material increase in
cash calls from multi-employer pension plans.  It is also noted
that UPS has utilized a portion of its free cash flow for share
repurchases ($1.3 billion during 2004), and that flexibility
exists to moderate this discretionary use of funds if needed to
support credit metrics.

The principal challenges facing UPS from the Overnite acquisition
relate to its ability to quickly integrate the sales and service
capabilities of the businesses in order to achieve the expected
revenue and operating benefits.  As a national less-than-truckload
carrier, Overnite's business model incorporates considerable
operating risks in terms of:

   * maintaining service standards for customers;

   * managing labor relations;

   * maintaining adequate investment in terminals and over-the-
     road equipment; and

   * controlling costs such as fuel and insurance.

Increasingly, technology requirements are driving the need for
greater investment in information systems to meet the needs of
customers.  UPS sets the industry standard for these systems, and
Overnite' customers should benefit from the higher level of
operational efficiency.  These issues are similar to the
challenges facing UPS' core operations, and the ratings anticipate
that UPS will be able to efficiently integrate Overnite into its
system and achieve some degree of incremental revenue and
operating benefits.

However, Moody's notes that Overnite's workforce is currently not
represented by a collective bargaining arrangement, while UPS'
labor force is heavily unionized, including a significant
representation by the Teamsters union.  Any changes in Overnite's
cost structure due to labor costs could limit the magnitude of
operating benefits derived from the acquisition.

UPS' Aaa rating continues to reflect:

   * the company's dominant market position in packaged freight
     transportation in the U.S.;

   * the breadth and strength of its international network;

   * the inherent barriers to entry which should preclude any
     near-term erosion of its market position;

   * the company's record of strong financial performance;

   * its solid balance sheet; and

   * excellent liquidity.

UPS' debt ratings also consider longer term challenges to the
company, including the acquisition and integration of Overnite.
Going forward, the company will need to continue to make
significant investments in its business in order to maintain its
formidable competitive position, but these investments should be
accommodated within the company's cash flow potential.

Consequently the company's balance sheet strength and sound
liquidity position are expected to be maintained.  The company
could also be challenged to maintain strong international margins
if the international market matures and the global economy moves
through a down cycle.  However, Moody's notes that UPS' financial
condition positions the company to invest to protect its market
position and compete against a variety of domestic and
international companies.

United Parcel Service, Inc., is headquartered in Atlanta, Georgia.


OWENS CORNING: Gets Court's Final Nod on Restricting Equity Trades
------------------------------------------------------------------
Judge Fitzgerald approved Owens Corning and its debtor-affiliates'
proposal to establish certain notice and waiting periods governing
transfers of equity securities of Owens Corning.  The Debtors can
now monitor certain transfers of equity and ensure that they are
in a position to act expeditiously to prevent the transfers if
necessary.  The Debtors can now require advance notice of
transfers that may jeopardize their tax attributes and will enable
the Debtors, if necessary, to obtain substantive relief from the
Court.

As reported in the Troubled Company Reporter on Mar. 1, 2005, the
Debtors currently possess valuable tax attributes, including net
operating loss carryforwards and certain unrealized built-in
deductions in excess of $1 billion, that are expected to be
realized when the Debtors emerge from Chapter 11.

The Debtors told the Court that the Tax Attributes are an
extremely valuable asset of their estates because under the
Internal Revenue Code, the Tax Attributes generally can be
utilized to offset their taxable income in the taxable year in
which they are realized, with any excess generally being carried
forward -- and thus reducing the Debtors' future aggregate tax
obligations -- or being carried back -- and generating refunds of
taxes paid in prior taxable periods.

The Debtors noted that the tax savings generated by the Tax
Attributes -- and the accompanying increase in the Debtors' cash
flow while they are subject to Chapter 11, as well as after they
emerge from Chapter 11 -- will greatly facilitate their successful
reorganization.  The Debtors point out that in In re Phar-Mor,
Inc., 152 B.R. 924, 927 (Bankr. N.D. Ohio 1993), the bankruptcy
court recognized that "what is certain is that NOL has a potential
value, as yet undetermined, which will be of benefit to creditors
and will assist [the debtors] in their reorganization process.
This asset is entitled to protection while [the debtors] move
forward toward reorganization."

The Debtors informed the Court that a corporation's ability to use
its tax attributes is subject to certain limitations under the
IRC.  One limitation is contained in 26 U.S.C. Section 382, which,
for a corporation that undergoes an "ownership change," limits
that corporation's ability to use its tax attributes to offset
future income and, in certain circumstances, carry back those tax
attributes to offset taxable income in prior taxable periods.  For
purposes of Section 382, an "ownership change" occurs if,
immediately after a "testing date," as measured during a rolling
3-year "testing period," the percentage of the corporation's stock
-- measured by value -- held by certain significant shareholders
-- shareholders owning 5% or more -- increases by more than 50
percentage points.

If an ownership change under Section 382 occurs, the corporation's
use of its tax attributes becomes subject to an annual limitation.
The amount of the annual limitation generally equals the value of
the corporation's equity on the change date multiplied by the
"long-term tax-exempt rate," a rate which is published monthly by
the Internal Revenue Service and is 4.27% for ownership changes
occurring in February 2005.

The Debtors reported that their current market capitalization
would likely be considered to be the value of the corporation for
purposes of Section 382.  Using a long-term tax-exempt rate of
4.27%, if the Debtors experienced an ownership change prior to
emerging from Chapter 11, their ability to use their Tax
Attributes to offset future taxable income could be limited to
approximately $4.9 million per year and they would likely be
unable to carry back to prior taxable years -- and receive a tax
refund with respect to -- certain of such Tax Attributes after
they are realized upon emergence.

Once all or part of a Tax Attribute is limited under Section 382,
its use is generally limited forever, and once an equity interest
in a loss corporation is transferred, the transfer cannot be
nullified without court action.  Thus, unrestricted transfers of
Owens Corning's equity securities prior to emerging from Chapter
11 could hinder the Debtors' reorganization efforts by limiting
their ability to maximize the utilization of their Tax Attributes.

As a result of filings made with the Securities and Exchange
Commission, the Debtors are aware of at least two entities that
have acquired significant equity positions in Owens Corning within
the applicable three-year testing period:

   1.  Harbert Distressed Investment Master Fund Ltd. acquired
       approximately 5.5 million shares of Owens Corning's common
       stock -- approximately 10% of the shares outstanding -- in
       the period leading up to December 3, 2004; and

   2.  Lehman Brothers Holdings, Inc. acquired approximately
       3.9 million shares of Owens Corning's common stock --
       approximately 7% of the shares outstanding -- in the same
       time period.

The Debtors told Judge Fitzgerald that the aggregate 17% interest
acquired by these two entities is treated under Section 382 as
contributing towards an ownership change of the Debtors.  The
amount, when combined with other shifts in the ownership of Owens
Corning's common stock during the three-year testing period
aggregating over 8 percentage points, lead the Debtors to conclude
that there has already been an increase in the ownership of its 5%
shareholders of approximately 25 percentage points during the
current three-year testing period.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No. 105;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PARMALAT USA: Court Okays Settlement Pact with Brooklyn Landlords
-----------------------------------------------------------------
Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that in April 2004, Parmalat U.S.A. Corporation and
its debtor-affiliates agreed on a revised business strategy that
called for Farmland Dairies LLC to concentrate on its fresh-milk
and nationwide extended-shelf-life milk business and to divest its
non-core operations.

To that end, Farmland and its advisors have marketed and
successfully sold a number of surplus assets and non-operating
properties pursuant to previous Court orders.  That strategy led
to Farmland's determination to consolidate its fluid milk
business previously conducted at its facilities in Brooklyn, New
York, with its operations based out of its headquarters in
Wallington, New Jersey.  Subsequently, on January 14, 2005,
Farmland officially shut down its Brooklyn Operations.  Among the
additional non-core operations currently slated for divestiture
are Farmland's remaining Brooklyn assets.

Over a span of many years, in connection with its Brooklyn
Operations, Farmland entered into 11 real property leases with
various landlords:

   -- Stanley Avenue LLC,
   -- Stanita Service Corp.,
   -- Ronwal Corp.,
   -- The Red Banana, LLC, and
   -- Walter's Realty, LLC.

In addition, Farmland owns certain parcels of real property in
Brooklyn, New York, which are contiguous to the Leased Properties
and were used as part of the Brooklyn Operations.  Farmland is
also the owner of a large quantity of equipment utilized to
operate its Brooklyn business.

Given that the Brooklyn Operations have been successfully
consolidated with the Wallington Operations, Farmland no longer
has any use for the Leased Properties, Owned Properties, or
Equipment located there, Ms. Goldstein notes.  Pursuant to its
Plan, Farmland has determined to reject the Brooklyn Leases, with
the rejection to be deemed effective as of March 31, 2005, except
those pertaining to certain "Occupied Properties," whose
governing leases Farmland will reject upon giving notice to the
affected lessor -- currently anticipated to occur at the end of
April, or in early May, 2005, following an auction of the
Equipment in Brooklyn.

Accordingly, as of March 31, 2005, Farmland entered into a
settlement agreement with the Brooklyn Landlords to resolve all
outstanding claims related to the rejection of the Leases, and to
sell the Owned Properties to the Brooklyn Landlords' designee,
Anita & Stanley Eisenberg Dynasty Trust, in a private sale
pursuant to a Real Estate Contract, dated as of April 6, 2005.
In addition, the Settlement Agreement affords Farmland the
opportunity to auction the Equipment and, therefore, realize
additional cash resources with which to fund its reorganization.

Farmland sought and obtained the U.S. Bankruptcy Court for the
Southern District of New York's authority to enter into the
Settlement Agreement with the Brooklyn Landlords.

The salient terms of the Settlement Agreement are:

   (a) Farmland will vacate the Leased Properties, provided,
       however, that Farmland will temporarily remain in
       possession of the Occupied Properties pending the
       occurrence of an auction of the Equipment.

   (b) Following an auction of the Equipment at the Occupied
       Properties, any Equipment not sold in the Auction will be
       abandoned by Farmland.  Farmland will bear no liability or
       costs whatsoever arising from or related to the subsequent
       removal of the Abandoned Equipment from the Occupied
       Properties.

   (c) Farmland must provide 14 days' written notice to the
       Landlords of the date by which it will vacate the Occupied
       Properties.  The Notice will be effective on the later of
       (i) 14 days after service, and (ii) the date on which
       Farmland actually vacates the Occupied Properties.  Prior
       to the Notice Effective Date, Farmland will:

       * pay all rent and real estate tax obligations allocated
         to the Occupied Properties;

       * pay any utility charges related to the period of
         Farmland's possession of the Occupied Properties; and

       * continue to maintain any currently existing insurance
         policies pertaining to the Occupied Properties.

       However, that any monthly amounts paid by Farmland will be
       pro rated based on the Notice Effective Date.

   (d) In connection with the rejection of all Leased Properties
       and pursuant to Section 365(g) of the Bankruptcy Code, the
       Landlords will have an allowed general unsecured claim
       against Farmland for $1,741,071.45, which includes any
       rejection damages related to the Leased Properties, and
       any general damages or environmental claims related to the
       Leased Properties.

   (e) The Purchaser agrees to purchase the Owned Properties for
       $3,000,000, on the terms set forth in a separate Purchase
       Agreement.

   (f) At the closing of the Sale of Owned Properties, Farmland
       will buy-back the Rejection Claim for $975,000 in cash,
       which amount will be offset from the Sale Price.  The
       Landlords will pay Farmland $2,025,000 in cash in full
       satisfaction of the Sale Price and in full and final
       settlement of the Rejection Claim.  After consummation of
       the Buy-Back, Farmland will be entitled to all
       distributions made on account of the Rejection Claim
       pursuant to the Plan.

   (g) The Landlords' cost, if any, of removing the Equipment
       will be treated as a general unsecured claim against
       Farmland, not to exceed $100,000.  The Landlords will have
       45 days from the Notice Effective Date to file the Removal
       Claim, which must be supported by appropriately detailed
       documentation establishing that the Landlords actually
       expended the claimed amounts in connection with the
       removal of the Equipment.

   (h) The Landlords agree to indemnify and hold Farmland and its
       affiliates harmless from any and all environmental claims,
       obligations, and damages related to the Leased Properties
       or Owned Properties.

   (i) The parties agree to full releases of claims through and
       including the execution of the Settlement Agreement,
       except for claims and obligations otherwise preserved and,
       with respect to the Landlords, certain proofs of claim --
       Claim Nos. 676, 677, and 679 -- filed against Farmland.

Headquartered in Wallington, New Jersey, Parmalat U.S.A.
Corporation -- http://www.parmalatusa.com/-- generates more than
EUR7 billion in annual revenue.  The Parmalat Group's 40-some
brand product line includes milk, yogurt, cheese, butter, cakes
and cookies, breads, pizza, snack foods and vegetable sauces,
soups and juices.  The company employs over 36,000 workers in 139
plants located in 31 countries on six continents.
It filed for chapter 11 protection on February 24, 2004 (Bankr.
S.D.N.Y. Case No. 04-11139).  Gary Holtzer, Esq., and Marcia L.
Goldstein, Esq., at Weil Gotshal & Manges LLP represent the
Debtors in their restructuring efforts.  When the U.S. Debtors
filed for bankruptcy protection, they reported more than $200
million in assets and debts.  The Bankruptcy Court confirmed the
U.S. Debtors' Plan of Reorganization on March 7, 2005.  (Parmalat
Bankruptcy News, Issue Nos. 51 & 53; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PERRY ELLIS: Anticipates Record Revenue for First Quarter 2005
--------------------------------------------------------------
Perry Ellis International, Inc. (NASDAQ:PERY) reported that, based
on preliminary estimates, the Company presently anticipates that
total revenue for its first quarter ended April 30, 2005, will be
approximately $225 million compared to $197 million for the first
quarter ended April 30, 2004.  This increase of approximately
$28 million, or 14% over the Company's total revenues for the
prior year is expected to be comprised of an approximately
$43 million increase in revenues generated from the February 26,
2005 acquisition of certain assets of Tropical Sportswear Int'l
Corporation and an approximately $2 million revenue increase
generated by the Company's men's wholesale operations, offset by
the planned revenue decline of approximately $17 million in the
Company's swimwear operations.

George Feldenkreis, Chairman and CEO commented "We are pleased
that preliminary results at this time reflect again a record
revenue quarter.  Our men's business continues to perform well,
and our product lines continue to evolve to meet changing consumer
tastes and preferences.  The integration of Tropical's operations
is proceeding on schedule and revenues during the quarter were
consistent with management's expectations.  The Tropical
acquisition positions us as a major force in the men's bottoms
business."

Perry Ellis anticipates net income for the first fiscal quarter
ended April 30, 2005 to range from approximately $8.5 to
$9 million, representing an increase of approximately 4- 10% over
the prior year period.  Diluted earnings per share for the quarter
ended April 30, 2005 are expected to range from approximately
$0.85 to $0.89, compared to $0.89 for the prior year period.  The
potential decrease reflects the impact of a 9% increase in
weighted average shares outstanding stemming from the Company's
stock offering in May 2004

The Company confirmed its previously announced fiscal 2006
guidance with total revenues expected to be in the range of
approximately $890 to $910 million and diluted earnings per share
expected to be approximately $2.25 to $2.35.  Management is
evaluating the challenges and opportunities arising from the
current retail consolidations as well as higher borrowing costs.

Perry Ellis will release final first quarter results for fiscal
2006 on May 24, 2005.

                        About the Company

Perry Ellis International, Inc. is a leading designer, distributor
and licensor of a broad line of high quality men's and women's
apparel, accessories, and fragrances, including dress and casual
shirts, golf sportswear, sweaters, dress and casual pants and
shorts, jeans wear, active wear and men's and women's swimwear to
all major levels of retail distribution.  The company, through its
wholly owned subsidiaries, owns a portfolio of highly recognized
brands including Perry Ellis(R), Jantzen(R), Cubavera(R),
Munsingwear(R), John Henry(R), Original Penguin(R), Grand Slam(R),
Natural Issue(R), Pro Player(R), the Havanera Co.(R), Axis(R), and
Tricots St. Raphael(R).  The company also licenses trademarks from
third parties including Nike(R) for swimwear, and PING(R) and PGA
TOUR(R) for golf apparel.  Additional information on the company
is available at http://www.pery.com/

                          *     *     *

As reported in the Troubled Company Reporter on March 7, 2005,
Standard & Poor's Ratings Services said that there would be no
immediate effect on the ratings or outlook on the rated apparel
companies from the proposed merger of Federated Department Stores,
Inc., (BBB+/Watch Neg/A-2) and May Department Stores Co.
(BBB/Watch Neg/A-3), including those of Perry Ellis International,
Inc. (B+/Negative/--).

As reported in the Troubled Company Reporter on Dec. 21, 2004,
Standard & Poor's Ratings Services revised its outlook on apparel
company Perry Ellis to negative from stable.

At the same time, Standard & Poor's affirmed its ratings on the
Miami, Florida-based company, including its 'B+' corporate credit
rating.  Total debt outstanding at Oct. 31, 2004, was about $222
million.


PROGRESSIVE GAMING: Good 1st Qtr. Earnings Cue S&P to Lift Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on gaming-
related products developer Progressive Gaming International Corp.,
including its corporate credit rating to 'B' from 'B-'.

At the same time, Standard & Poor's removed the ratings from
CreditWatch where they were placed on Feb. 22, 2005. The outlook
is stable.  The Las Vegas, Nevada-based company's total debt
outstanding at March 31, 2005, was approximately $65 million.

The CreditWatch resolution and upgrade follow the company's most
recent earnings announcement where revenues and EBITDA were up
more than 8% and 82%, respectively, for the quarter ended March
31, 2005, over the same prior-year period.  EBITDA increased due
to a greater percentage of higher-margin sales from slot contracts
under periodic fee and lower overall operating expenses.

"This is the third consecutive quarter where the company generated
double-digit year-over-year increases in EBITDA, demonstrating a
meaningful improvement in the company's operating performance and
suggesting that the situation at PGIC has stabilized," said
Standard & Poor's credit analyst Peggy Hwan.  In addition, the
company's liquidity position appears adequate.


REGIONAL DIAGNOSTICS: Section 341(a) Meeting Slated for June 9
--------------------------------------------------------------
The United States Trustee for Region 9 will convene a meeting of
Regional Diagnostics, L.L.C.'s creditors at 2:00 p.m., on June 9,
2005, at BP Tower Building, 200 Public Square, 2nd Floor in
Cleveland, Ohio.  This is the first meeting of creditors required
under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

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.


RIGGS NATIONAL: Fitch Ups Ratings on Long-Term Debts After Merger
-----------------------------------------------------------------
Fitch Ratings has upgraded and removed from Rating Watch Positive
the ratings of Riggs National Corporation and its affiliates.
Riggs's Rating Outlook is Stable.  These actions follow the
consummation of RIGS' merger with PNC Financial Services Group.
Since RIGS and its affiliates cease to exist as independent
entities after the merger, Fitch is also withdrawing all issuer
ratings.  The ratings of RIGS' outstanding debt issues are aligned
with those of PNC. Finally, Fitch has affirmed all ratings of PNC
and its affiliates with a Stable Rating Outlook.  A complete list
of ratings follows at the end of this release.

Fitch recognizes that there are challenging aspects to the RIGS
merger.  Still, since Fitch believes that any disruption will be
transitory and manageable, PNC's current ratings and Stable Rating
Outlook remain in place.  Over the intermediate term, the merger
will benefit PNC by providing an entry into retail banking in the
rapidly growing Washington D.C. metropolitan area.

Near-term challenges include merger integration.  PNC will convert
RIGS' customers to PNC's systems shortly after closing,
potentially making merger execution more difficult.  PNC also
expects to incur expenses to refurbish RIGS' franchise and branch
network.  The acquisition is expected to be dilutive to near-term
earnings.

PNC's ratings are based on its solid regional banking franchise,
strong presence in institutional asset management and mutual fund
processing, good liquidity, stable earnings capacity, and
improving credit profile.  Fitch expects that tangible capital
levels will decline at second-quarter 2005 reflecting the
integration of RIGS, but expects capital to be rebuilt to
approximately 5% by year-end 2005.

Ratings upgraded, removed from Rating Watch Positive and
subsequently withdrawn by Fitch include:

   Riggs National Corporation

      -- Long-term senior to 'A' from 'B';
      -- Short-term to 'F1' from 'B';
      -- Individual to 'B/C' from 'D/E'.

   Riggs Bank N.A.

      -- Long-term senior to 'A' from 'B+';
      -- Short-term to 'F1' from 'B';
      -- Short-term Deposits to 'F1' from 'B';
      -- Individual to 'B/C' from 'D/E'.

Fitch also upgrades and removes from Rating Watch Positive:

   Riggs National Corporation

      -- Long-term subordinated to 'A-' from 'CCC'.

   Riggs Bank N.A.

      -- Long-term deposits to 'A+' from 'BB-'.

   Riggs Capital

   Riggs Capital II

      -- Trust Preferred to 'A-' from 'C';

The Rating Outlook is Stable for these ratings.

Ratings withdrawn:

   Riggs National Corporation

      -- Support '5'.

   Riggs Bank N.A.

      -- Support '5'.

Ratings affirmed by Fitch with a Stable Rating Outlook:

   PNC Financial Services Group

      -- Long-term senior 'A';
      -- Long-term subordinated 'A-';
      -- Preferred stock 'A-'
      -- Short-term 'F1';
      -- Individual 'B/C';
      -- Support '5'.

   PNC Funding Corp.

      -- Long-term senior 'A';
      -- Long-term subordinated 'A-';
      -- Short-term 'F1';
      -- Individual 'B/C'
      -- Support '5'.

   PNC Bank N.A.

      -- Long-term deposits 'A+';
      -- Long-term senior 'A';
      -- Long-term subordinated 'A-';
      -- Short-term senior 'F1';
      -- Short-term deposits 'F1';
      -- Individual 'B/C'
      -- Support '4'.

   PNC Bank Delaware

      -- Long-term deposits 'A+';
      -- Long-term senior 'A';
      -- Short-term senior 'F1';
      -- Short-term deposits 'F1';
      -- Individual 'B/C';
      -- Support '4'.

   PNC Financial Corp.

      -- Long-term subordinated 'A-'.

   PNC Capital Trust C, D

   PNC Institutional Capital Trust A, B

   UNB Capital Trust I

      -- Trust preferred 'A-'.


RIGGS NATIONAL: PNC Financial Merger Cues S&P to Upgrade Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Riggs
National Corp. and Riggs Bank N.A., including raising the long-
term counterparty credit rating on Riggs National Corp. to 'A-'
from 'B-', and the counterparty credit ratings on Riggs Bank N.A.
to 'A/A-1' from 'B+/C'.  All debt and counterparty credit ratings
have been removed from CreditWatch Developing where they were
placed on Feb. 10, 2005.  Concurrently, the ratings on Riggs
National Corp. and Riggs Bank N.A. are withdrawn.

"The ratings action is a direct result of the completed merger
with PNC Financial Services Group (A-/Stable/A-2)," said Standard
& Poor's credit analyst Charles D. Rauch. Riggs's subordinated
debt has been assumed by PNC.

At the same time, the preferred stock ratings on Riggs Capital,
Riggs Capital II, and Riggs Capital III are placed on CreditWatch
with positive implications.  The ratings on these three trust
preferred securities remain at 'D' until PNC makes the next
dividend payment, which is scheduled to occur at the end of June.
As these dividends are cumulative, PNC is also expected to pay the
two missed quarterly dividends.  At that time, we will raise the
trust preferred ratings to 'BBB'.


ROUGE INDUSTRIES: Sells Waste Facility to Severstal for $265,000
----------------------------------------------------------------
Rouge Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
sell its Waste Oxide Reclamation Facility to Severstal North
America, Inc., for $265,000.

The Waste Oxide Reclamation Facility was constructed on the
premises of the Debtors' former steel mill, now owned by
Severstal, located in Dearborn, Michigan, to allow the Debtors to
recycle iron-bearing waste materials into usable iron feed stock
for the Debtors' furnaces.  Due to a variety of factors, the Waste
Oxide Facility was never operated extensively and has largely
remained idle since 2000.

The Waste Oxide Facility includes very large and extremely heavy
equipment attached to a structure.  Because of the nature, size,
weight and location of the Waste Oxide Facility, the Debtors would
likely require Severstal's consent and cooperation for a third
party to enter the property and remove the assets constituting the
Waste Oxide Facility.

Also, the cost of removing and shipping the assets from their
current location presents a barrier to any potential purchaser and
that purchaser would not be able to operate the Facility at its
current location.

Under the circumstances, the Debtors believe Severstal is the
logical and suitable purchaser of the Waste Oxide Facility.

The Debtors and Severstal have reached an agreement to sell the
Waste Oxide Facility in a private sale subject to Court approval.

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Donna L. Harris, Esq., Robert J. Dehney, Esq., Eric D. Schwartz,
Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht &
Tunnell represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $558,131,000 in total assets and $558,131,000 in total
debts.


ROUGE INDUSTRIES: Wants Removal Period Extended to July 18
----------------------------------------------------------
Rouge Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend the time
within which they may file notices of removal of related
proceedings to July 18, 2005.

The Debtors are party to 61 civil actions and proceedings pending
in various state and federal courts.  The Debtors are seeking the
extension for all prepetition actions, except two lawsuits pending
in the Wayne County Circuit Court, State of Michigan:

   -- James Michael McDonnel vs. Rouge Steel Company, Case No.
      03-305005-NO, and

   -- Kathryn A. Price and William T. Ford, as Co-Personal
      Representatives of the Estates of Steven M. Ford, Deceased
      vs. Rouge Steel Company, Case No. 03-321186.

The Debtors have not had an adequate opportunity to determine
whether to remove any of the 59 civil actions because they focused
their efforts on obtaining approval of and consummating the sale
of substantially all of their assets to OAO Severstal.

Once the asset sale was consummated, the Debtors began to devote a
substantial amount of their time to wind down their affairs and
address issues like cash collateral, employee benefit matters,
claims administration, discussion with significant alleged secured
creditors, avoidance action analysis and recoveries, disposition
of remaining non-cash assets, plan formulation and other estate
administrative matters.

For these reasons, the Debtors have been unable to make an
informed decision regarding the removal of any claims, proceedings
or civil causes of action.  The Debtors believe that the most
prudent and efficient course of action is to extend the removal
period through and including July 18, 2005.

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Donna L. Harris, Esq., Robert J. Dehney, Esq., Eric D. Schwartz,
Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht &
Tunnell represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $558,131,000 in total assets and $558,131,000 in total
debts.


SEARS HOLDINGS: Adopts 2005 Senior Executive Incentive Programs
---------------------------------------------------------------
On April 26, 2005, the Covered Compensation Subcommittee of the
Compensation Committee of Sears Holdings Corporation's Board of
Directors and the Compensation Committee, subject to shareholder
approval, acted to adopt:

   (a) the Sears Holdings Corporation 2005 Senior Executive Long
       Term Incentive Program;

   (b) the Senior Executive SHC 2005 Annual Incentive Plan; and

   (c) two forms of Executive Severance/Non-Compete Agreements:

       * Form A Severance Agreement, and
       * Form B Severance Agreement.

                    2005 Senior Executive LTIP

In a regulatory filing with the Securities and Exchange
Commission, William K. Phelan, Sears Holdings' Vice President and
Controller, relates that the LTIP provides for performance-based
awards that are designed to vary commensurately with achieved
performance.  The LTIP provides for the grant of incentive awards
to key employees designated by the Subcommittee.  The awards
represent the right to receive cash or, if permitted by the
Subcommittee, at the participant's election, shares of Sears
Holdings' common stock, if the shares are available under a
shareholder approved plan of Sears Holdings providing for the
issuance of shares in satisfaction of LTIP awards, based on LTIP
EBITDA for Sears Holdings' 2005 through 2007 fiscal years.

Payouts will range from 50% of the targeted payout at a threshold
LTIP EBITDA level to 150% of the targeted payout at a superior
LTIP EBITDA level established by the Subcommittee.

Mr. Phelan says payments of awards will be made as soon as
practicable after Sears Holdings' LTIP EBITDA results for its
2007 fiscal year are available and the Subcommittee has certified
the attainment of the performance goals and the amount to be paid
to each participant.  In no event will the award paid to any
participant exceed $15 million.  The Subcommittee will determine
the eligible employees who are to receive awards under the LTIP.

As of April 29, 2005, awards under the LTIP have been granted to
Sears Holdings' executive officers and certain of its other senior
executives.  Target payouts to executives at or above the Senior
Vice President level were based on market and internal
comparisons.  Target awards to executives at the Vice President
level are based on a multiple of base salary.

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


http://www.sec.gov/Archives/edgar/data/1310067/000095013705005189/c94709exv10wxay.htm

                  Senior Executive SHC 2005 AIP

Mr. Phelan discloses that the Subcommittee and the Compensation
Committee established performance goals and target bonus levels
for 2005 for Sears Holdings' executive officers and certain of its
other senior executives under the AIP.  The AIP is designed to
reward eligible executives for sustained company financial
performance.  Executives at or above the Senior Vice President
level participate in the AIP.

Payouts under the AIP will range from 50% of the targeted payout
at threshold performance levels to 150% of the targeted payout at
maximum/excellence performance levels established by the
Subcommittee.  Target payouts are calculated as a percentage of
base salary determined by position and based on the competitive
marketplace.  For fiscal 2005, performance levels are determined
based on EBITDA, defined on a basis consistent with the LTIP and,
in some cases, Merchandise Margin.

The Subcommittee will administer the AIP.  Earned awards under the
Plan will be paid to participants within 75 days after the end of
Sears Holdings' 2005 fiscal year, provided that the participant is
actively employed by Sears Holding on the payment date.

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


http://www.sec.gov/Archives/edgar/data/1310067/000095013705005189/c94709exv10wxby.htm

            Executive Severance/Non-Compete Agreements

Mr. Phelan explains that each of the two Severance Agreement
requires the signatory to maintain the confidentiality of
information concerning Sears Holdings' business.  The agreements
also prohibit the Executive from working for a Sears Holdings
competitor or hiring any of Sears Holdings' employees for one year
after his or her employment with Sears Holdings ends.

Under the Severance Agreements, if Sears Holdings terminates an
Executive's employment without cause, the Executive will receive:

   (a) under the Form A Severance Agreement, severance equal to
       one year of annual base pay and the annual target bonus
       calculated for the year the Executive's employment with
       Sears Holdings ends or, if no target bonus has been set
       for the year in which the date of termination has
       occurred, the Executive's target bonus for the year
       immediately preceding the year in which the date of
       termination occurred;

   (b) under the Form B Severance Agreement, severance equal to
       one year of annual base salary; and

   (c) most benefits during the salary continuation period.

All of the payments will lapse if a Sears Holdings competitor
employs the Executive within one year of termination of active
employment.

Full-text copies of the Severance Agreements are available for
free at:


http://www.sec.gov/Archives/edgar/data/1310067/000095013705005189/c94709exv10wxcy.htm

                                and


http://www.sec.gov/Archives/edgar/data/1310067/000095013705005189/c94709exv10wxdy.htm

Sears Holdings Corporation -- http://www.searshc.com/-- is the
nation's third largest broadline retailer, with approximately
$55 billion in annual revenues, and with approximately 3,800
full-line and specialty retail stores in the United States and
Canada.  Sears Holdings is the leading home appliance retailer as
well as a leader in tools, lawn and garden, home electronics and
automotive repair and maintenance.  Key proprietary brands include
Kenmore, Craftsman and DieHard, and a broad apparel offering,
including such well-known labels as Lands' End, Jaclyn Smith and
Joe Boxer, as well as the Apostrophe and Covington brands.  It
also has Martha Stewart Everyday products, which are offered
exclusively in the U.S. by Kmart and in Canada by Sears Canada.
(Kmart Bankruptcy News, Issue No. 94; Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on March 31, 2005,
Moody's Investors Service affirmed the Ba1 senior implied rating
of Sears Holding Corporation.  Moody's said the rating outlook is
stable.

Ratings assigned:

     Sears Holdings Corporation

        * Senior implied rating at Ba1;
        * Senior unsecured issuer rating at Ba1; and
        * $4 billion senior secured revolving credit facility
          at Baa3.

As reported in the Troubled Company Reporter on March 30, 2005,
Fitch Ratings assigned a 'BB' rating to Sears Holdings senior
unsecured debt, with a negative outlook.

At the same time, Standard & Poor's assigned its 'BB+' corporate
credit rating to Sears Holdings, with a negative outlook.


SECURITY CAPITAL: Delays Filing Financial Report to Complete Audit
------------------------------------------------------------------
Security Capital Corporation (AMEX: SCC) was not yet in a
position to file either its Form 10-K for the fiscal year
ended Dec. 31, 2004, or its Form 10-Q for the quarter ended
March 31, 2005.

The Company notified the American Stock Exchange on May 16, 2005,
that it currently expects to file:

   * the 2004 Form 10-K by May 31, 2005, and
   * the First Quarter Form 10-Q by June 30, 2005.

The Company said it plans to submit to the AMEX a letter with
respect to the Company's plan to regain compliance with the AMEX's
continued listing standards by June 30, 2005.  In addition, the
Company announced its estimated operating results for the quarter
ended March 31, 2005.

The Company had expected to file the 2004 Form 10-K by May 16,
2005.  The delay in the filing of the 2004 Form 10-K is due to the
late filing of the Company's Form 10-Q for the quarter ended
September 30, 2004, and the need for more time to resolve certain
accounting issues and complete the related documentation as part
of the annual audit process.

The Company had expected to file its First Quarter Form 10-Q by
June 15, 2005.  The delay in filing the First Quarter Form 10-Q is
due to the continued delay in the filing of the 2004 Form 10-K and
the Company's need to select a new independent registered public
accounting firm to replace Ernst & Young LLP, the Company's
principal accountant, upon the completion of the Company's 2004
audit.

The April 20, 2005 letter from the AMEX advised the Company that
it is not in compliance with the AMEX's continued listing
standards because the Company had failed to timely file the 2004
Form 10-K, as required pursuant to Section 1101 of the AMEX
Company Guide.  Pursuant to its discussions with the AMEX on
May 16, 2005, the Company currently plans to submit to the AMEX by
May 18, 2005:

   -- a letter with respect to the expected filing of the 2004
      Form 10-K by May 31, 2005;

   -- the expected selection of an independent registered public
      accounting firm to replace Ernst & Young LLP by May 31,
      2005;

   -- the expected filing of the First Quarter Form 10-Q by
      June 30, 2005; and

   -- the Company's plan to regain compliance with the AMEX's
      continued listing standards by June 30, 2005.

If the Company fails to regain compliance by June 30, 2005, or
otherwise make progress consistent with its plan to regain
compliance by June 30, 2005, the AMEX may take adverse action,
including initiating delisting proceedings.

The Company estimates that, for the quarter ended March 31, 2005,
net income will be approximately $1,515,000, or $0.23 per basic
and $0.21 per diluted share.  For the quarter ended March 31,
2004, the Company reported income available to common stockholders
of $549,000, or $0.09 per basic and $0.06 per diluted share.  In
the first quarter of 2004, the Company reported income from
continuing operations of $1,240,000, or $0.17 per basic and $0.15
per diluted share.  In 2004, the Company completed the sale of
Pumpkin Masters Holdings, Inc., and the bankruptcy settlement of
Possible Dreams, Ltd., which had been reported as discontinued
operations in the 2004 period.  Due to the redemption of the
Company's outstanding preferred stock in the third quarter of
2004, the Company no longer reports preferred stock accretion,
which had reduced net income in 2004.  The estimated results for
the quarter ended March 31, 2005 include approximately $2,100,000
of expenses incurred in connection with the Company's independent
internal investigation, which concluded in March 2005.

The Company's two reportable segments are employer cost
containment and health services, and educational services.  The
employer cost containment and health services segment consists of
WC Holdings, Inc., which provides services to employers and their
employees primarily relating to industrial health and safety,
industrial medical care, workers' compensation insurance and the
direct and indirect costs associated therewith. The educational
segment consists of Primrose Holdings, Inc., which is engaged in
the franchising of educational child care centers, with related
activities in real estate consulting and site selection services
in the Southeast and Southwest.

                       About the Company

Security Capital Corporation operates as a holding company and
participates in the management of its subsidiaries, WC Holdings,
Primrose Holdings Inc. and Pumpkin Masters Holdings Inc.

WC is an 80%-owned subsidiary that provides cost-containment
services relative to direct and indirect costs of corporations and
their employees primarily relating to industrial health and
safety, industrial medical care and workers' compensation
insurance.  WC's activities are primarily centered in California,
Ohio, Virginia, Maryland and, to a lesser extent, in other Middle
Atlantic states, Indiana and Washington.  Primrose is a 98.5%-
owned subsidiary involved in the franchising of educational
childcare centers.  Primrose schools are located throughout the
United States, except in the Northeast and Northwest.  Pumpkin is
a wholly owned subsidiary engaged in the business of designing and
distributing Halloween-oriented pumpkin carving kits and related
accessories.


SENECA GAMING: Moody's Assigns B1 Rating to $200M Sr. Note Add-on
-----------------------------------------------------------------
Moody's Investors Service confirmed Seneca Gaming Corporation's:

   * Ba3 senior implied rating,
   * B2 long-term issuer rating, and
   * SGL-2 speculative grade liquidity rating.

The confirmation concludes the review that began April 7, 2005.
At the same time, Moody's raised the rating on SGC's outstanding
$300 million 7-1/4% senior note due 2012 to B1 from B2 (which had
been on review for downgrade), and assigned a new B1 rating to the
company's $200 million 7-1/4% senior note add-on.  The ratings
outlook is stable.

The confirmation considers that an independent investigation
regarding the building, financing, management and operation of the
Seneca Niagara Casino and the Seneca Allegany Casino found that
the financial transactions conducted by SGC in connection with its
Class III casinos were conducted at arm's length, and concluded
there were no findings that impacted SGC's financial statements or
evidence of wrongdoing.  SGC's Sep. 30, 2004 Form 10-K and
Dec. 31, 2004 Form 10-Q, originally delayed because of the
investigation, have been filed.  The confirmation also takes into
account that the Board of Directors of SGC elected the Chief
Operating Officer as the new interim President and Chief Executive
Officer.

The upgrade of SGC's existing senior note to B1 from B2, as well
as the assignment of a B1 to SGC's senior note add-on reflects
that a portion of proceeds from the $200 million senior note add-
on will be used to repay a senior secured term loan with
Freemantle Limited in full.  As a result, SGC's primary operating
subsidiary, Seneca Niagara Falls Gaming Corporation will now be
able to guaranty the senior note.  The term loan indenture
prohibited SNFGC from providing a guaranty on the debt obligations
of SGC until it was repaid in full.  The one-notch difference
between SGC's Ba3 senior implied rating and B1 senior note rating
considers that, while the company will not have secured debt ahead
of the senior note on a pro forma basis, the senior note's
indenture includes a secured debt carve-out of up to $150 million.

Moody's had placed the ratings of SGC on review for possible
downgrade following SGC's announcement that G. Michael Brown
resigned as President & Chief Executive Officer, and that SGC and
Freemantle Limited have come to a mutual agreement to terminate
their term loan agreement.  The decision at that time to place
SGC's ratings under review for possible downgrade considered the
uncertainty surrounding the circumstances behind these
announcements, as well as their near-term and long-term credit
impact.  This also followed SGC's Jan. 6, 2005 announcement that
there would be a delay in filing its Annual Report on Form 10-K,
as well as an independent review of all actions taken, including
actions taken by the Seneca Nation, in the building, financing,
management and operation of the Seneca Niagara Casino and the
Seneca Allegany Casino.

SGC's Ba3 senior implied rating continues to recognize:

   * the company's strong operating performance;

   * favorable demographic profile of the western New York area;
     and

   * benefits of the planned expansion, which will help strengthen
     SGC's market position in advance of an expected increase in
     competition in and around western New York.

At the same time, the ratings reflect SGC's significant capital
expenditure commitments and the possibility that SGC will maximize
the amount of dividends paid to the Seneca Nation of Indians of
New York, although dividends paid to date have been modest.
Additionally, the rating also considers the difficulties that
secured and unsecured debt holders could face in recovering their
investment in a distressed scenario.

The confirmation of the SGL-2 Speculative Grade Liquidity rating
is based on SGC's good liquidity and Moody's expectation that the
company will meet its obligations over the coming twelve months
through a combination of internal sources of cash flow and
proceeds from the proposed note offering.  Pro forma for the
senior note add-on, SGC has about $270 million of cash that will
be used to help fund expansion activities.  There will no material
long-term scheduled debt maturities until the senior note matures
in 2012. SGC does not currently have a revolving credit facility.
However, SGC's senior note's indenture gives the company the
ability to take on significant amounts of additional debt.  In
addition to the secured debt carve-outs that are available, future
debt amounts are only limited by a 2.0x fixed charge debt
incurrence test that rises to 2.5x in later years

The assignment of a stable ratings outlook anticipates continued
strong cash flow performance despite significant construction
activities, and recognizes that while pro forma leverage will rise
to about 3.3x, cash flow coverage of interest will improve to over
4.0x from about 3.5x primarily as a result of the elimination of
the significant debt service costs related to the Freemantle term
loan.

Ratings improvement is limited at this time given that SGC's
ratings, like many other Native American gaming issuer ratings,
were to some extent, assigned on a prospective basis as part of a
significant development financing.  Despite SGC's current
favorable operating environment and competitive position, its
ratings remain vulnerable to market and legislative uncertainties
that could quickly alter its financial profile.  Ratings could be
negatively impacted if returns on SGC's planned expansion are
significantly below expectations and/or the company adopts a
substantially more aggressive financial policy with respect to
leverage.

These ratings were confirmed:

   - Ba3 senior implied rating;
   - B2 long-term issuer rating; and
   - SGL-2 speculative grade liquidity rating.

This rating was raised:

   - $300 million 7 ¬% senior note due 2012, to B1 from B2

This new rating was assigned:

   - $200 million 7 ¬% senior note due 2012 -- B1.

Seneca Gaming Corporation is an incorporated instrumentality of
the Seneca Nation of Indians of New York, is federally recognized,
and has a compact with the State of New York that provides the
Nation with the right to establish and operate three Class III
gaming facilities in western New York.  Seneca Gaming currently
owns and operates the Seneca Niagara Casino and the Seneca
Allegany Casino.


SENECA GAMING: S&P Puts BB- on Proposed $200 Million Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Seneca Gaming Corp.'s proposed $200 million senior notes due 2012.

At the same time, Standard & Poor's revised its outlook on the
Niagara Falls, New York-based casino manager and operator to
positive from negative, reflecting:

    (1) the satisfactory resolution of a number of governance
        issues,

    (2) solid operating momentum at the company's gaming
        facilities, and

    (3) expected adequate liquidity to fund intermediate term
        growth objectives.

In addition, Standard & Poor's affirmed its other ratings on
company, including the 'BB-' corporate credit rating.  SGC had
$500 million in outstanding funded debt, pro forma for the notes
issue, as of March 2005.

The proposed $200 million senior notes issue is an add-on to SGC's
existing $300 million senior notes.  The proceeds would be used to
terminate the company's $80 million term loan plus future interest
payable over the next 22 months of $46 million, and to add about
$70 million to cash balances.

The refinancing eliminates debt with a very high rate of interest,
currently more than 30%, and releases $24 million in sinking fund
account balances related to the term loan.  "We believe that the
lower cost of debt capital and $100 million in additional
liquidity to fund expansion projects will improve SGC's financial
profile," said Standard & Poor's credit analyst Emile Courtney.

The prior negative outlook had reflected governance issues
including the delay in the filing of SGC's 2004 10-K and December
2004 quarter 10-Q, the departure of SGC's board of directors and
the appointment of a new board, and uncertainty regarding the
scope and outcome of a review into SGC's operations and finances
by an independent counsel appointed by the Seneca Nation.  These
issues have been satisfactorily resolved permitting the filing of
SGC's 2004 10-K and December 2004 quarter 10-Q, and the
presentation of the independent counsel's report to the Nation
with no material operational or financial findings.

In addition, SGC has been experiencing positive operating momentum
over the past year.  In the 12 months ended March 2005, EBITDA at
Seneca Niagara Casino increased modestly to about $118 million
from about $113 million in the prior year's period.  Seneca
Allegany Casino, which opened in May 2004, produced $36 million in
EBITDA in the 11 months ended March 2005.


SIERRA HEALTH: Strong Cash Flow Prompts S&P to Lift Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
rating on Sierra Health Services Inc. to 'BB' from 'B+'.

Standard & Poor's also said that it raised its senior unsecured
debt rating on Sierra's $115 million, 2.25% senior convertible
notes, which are due in March 2023, to 'BB' from 'B+'.

The outlook is stable.

"The rating reflects the company's well-established core market
position in Nevada, strong profitability/cash-flow
characteristics, and enhanced holding-company liquidity," said
Standard & Poor's credit analyst Joseph Marinucci.  "Offsetting
factors include Sierra's geographically concentrated business
profile, narrow product scope relative to its larger peers, and
relatively aggressive share-repurchase program."

Standard & Poor's expects Sierra's enrollment to grow strongly in
2005 to 600,000-620,000 members.  The company's core HMO
membership is expected to be 360,000-380,000 members.  Operating
performance is expected to remain strong in 2005, with no special
charges anticipated.  In 2005, Standard & Poor's expects cash
inflow to the parent company to remain stable as the holding
company derives significant cash inflows from management fees from
regulated subsidiaries.

Sierra is well established in Nevada and derives a competitive
advantage from its:

    (1) integrated delivery model,

    (2) contracting strength, and

    (3) distribution relationships.

The company's profitability and cash flow are strong relative to
its operating profile and a function of the company's disciplined
pricing strategy and care management skill set.


SOLEXA INC: Recurring Losses Trigger Going Concern Doubt
--------------------------------------------------------
Ernst & Young LLP raised substantial doubt about Solexa Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended Dec. 31,
2004.  The auditors cited Solexa's losses since inception,
including a net loss for the year ended December 31, 2004.  E&Y
said Solexa will require additional funding to continue its
business activities through at least December 31, 2005.

                    Private Equity Placement

On April 21, 2005, Solexa entered into a definitive agreement for
a private placement of common stock and warrants to purchase
common stock.  Under the terms of the Financing, the Company will
sell approximately 8,125,000 shares of common stock at $4.00 per
share and will issue warrants to purchase approximately 4,063,000
shares of common stock at an exercise price of $5.00 per share in
two closings.

Approximately 2,160,000 shares of common stock and warrants to
purchase up to approximately 1,060,000 shares of common stock were
issued at the first closing on April 25, 2005, and the balance of
approximately 6,005,000 shares of common stock and warrants to
purchase approximately 3,002,000 shares of common stock will be
issued on the same terms in a second closing subject to
stockholder approval at the Company's 2005 annual meeting of
stockholders.

Certain of the Company's current stockholders, including funds
affiliated with Abingworth Management Limited, Amadeus Capital
Partners Limited, Oxford Bioscience Partners and SV Life Sciences
are expected to invest a total of approximately $10,800,000 in the
Financing at the Second Closing and have entered into agreements
with the Company to vote in favor of the Financing at the 2005
annual meeting of stockholders.  The Company has agreed to file
with the Securities and Exchange Commission a resale registration
statement relating to the common stock and the common stock
issuable upon exercise of the warrants issued or issuable in
connection with the Financing.

The Company also entered into a letter agreement, dated April 21,
2005 with ValueAct Capital Master Fund, L.P., pursuant to which
ValueAct has the right to nominate one member of the Company's
Board of Directors under certain circumstances as described
therein.

               Unregistered Sales of Equity Securities

On May 6, 2005, the Company issued and sold 180,000 shares of the
Company's common stock at $4.00 per share and a warrant to
purchase 90,000 shares of the Company's common stock at an
exercise price of $5.00 per share to Seven Hills as payment of a
portion of the fee owed for services rendered by Seven Hills in
connection with the business combination between the Company and
Solexa Limited completed on March 4, 2005.

The warrants are exercisable 180 days after issuance and remain
exercisable until the 5-year anniversary of issuance.

                         About the Company

Solexa, Inc. -- http://www.solexa.com/-- is developing and
preparing to commercialize a new platform for genetic analysis,
based on Sequencing-by-Synthesis (SBS) and molecular arrays.  This
one platform is expected to support many types of genetic
analysis, including DNA sequencing, gene expression, genotyping
and micro-RNA analysis.  This technology can potentially generate
over a billion bases of DNA sequence from a single experiment with
a single sample preparation.  Solexa's long-term goal is to reduce
the cost of human re-sequencing to a few thousand dollars for use
in a wide range of applications from basic research through
clinical diagnostics.  The company anticipates an initial product
launch by the end of 2005.


SOLUTIA INC: Amending $525 Mil. DIP Financing to Improve Pricing
----------------------------------------------------------------
Solutia Inc. (OTC Bulletin Board: SOLUQ) launched the process to
amend its debtor-in-possession financing to improve pricing.  The
amendment would also provide for a six-month extension of the
facility, through June 19, 2006.  The size of the $525 million
facility would not change.  Citigroup Global Markets Inc. will act
as lead arranger.

"Considering Solutia's significantly improved financial
performance and the strong market conditions, we may have an
opportunity to achieve a lower interest rate on our credit
facility, which would generate savings for the Company," said
Jeffry N. Quinn, president and CEO, Solutia Inc.  "In addition,
although we ultimately may not need the proposed extension through
June 19, 2006, it would provide us with greater flexibility should
we require more time to achieve the optimal resolution to our
Chapter 11 case."

The proposed amendment, if approved by the lender group, would
require approval from the U.S. Bankruptcy Court for the Southern
District of New York.  The Company expects approval of the
proposed amendment, but no assurances can be given that the
lenders or the Court will approve the amendment.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Conor D. Reilly, Esq., and Richard M. Cieri, Esq., at Gibson, Dunn
& Crutcher, LLP.


SOUTHWEST RECREATIONAL: Ch. 11 Trustee Taps Braver as Accountant
----------------------------------------------------------------
Ronald L. Glass, the Chapter 11 Trustee appointed in Southwest
Recreational Industries, Inc., and its debtor-affiliates'
bankruptcy cases, asks the U.S. Bankruptcy Court for the Northern
District of Georgia for permission to employ Braver Schimler
Pierce Jenkins LLP as his Tax Accountant.

Braver Schimler will:

   (a) advise and assist the Chapter 11 Trustee for general tax
       accounting purposes; and

   (b) prepare and file the 2004 consolidated U.S. income tax
       returns for American Sports Product Group Inc. and its
       subsidiaries and 83 other federal and state tax filings of
       the Bankruptcy Estates.

The Chapter 11 Trustee requests that the employment of Braver
Schimler be effective as of the date the Court approves his
application.

According to Mr. Glass, the employment of an independent third
party to act as his agent is the most effective and efficient
manner by which to accomplish the Tax Accounting Services.

David A. Braver discloses that Braver Schimler will charge
$42,500.  This is the flat fee if all of the companies examined
have sustained a taxable loss for the calendar year 2004.

If a company under examination will earn for the calendar year
2004, Braver Schimler will charge additional fees to complete the
services for the Chapter 11 Trustee.

The Chapter 11 Trustee also seeks the Court's authority to:

   (a) negotiate with Braver Schimler, subject to approval by the
       Official Committee of Unsecured Creditors, any additional
       fees above and beyond the $42,500 flat fee; and

   (b) pay the negotiated additional fees to Braver Schimler upon
       completion of its additional services to the Chapter 11
       Trustee, subject to the approval of the Official Committee
       of Unsecured Creditors and the U.S. Trustee, without
       further notice or hearing.

To the best of the Chapter 11 Trustee's knowledge, Braver Schimler
represents no interest adverse to the Chapter 11 Trustee, the
Debtors, creditors, or any party-in-interest, their attorneys, and
accountants, and the U.S. Trustee.  Braver Schimler is
"disinterested" under Section 101(14) of the U.S. Bankruptcy Code.

Headquartered in Leander, Texas, Southwest Recreational
Industries, Inc. -- http://www.srisports.com/-- designs,
manufactures, builds and installs stadium and arena running tracks
for schools, colleges, universities, and sport centers.  The
company filed for chapter 11 protection on February 13, 2004
(Bankr. N.D. Ga. Case No. 04-40656).  Jennifer Meir Meyerowitz,
Esq., Mark I. Duedall, Esq., and Matthew W. Levin, Esq., at Alston
& Bird, LLP, represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, they
listed $101,919,000 in total assets and $88,052,000 in total
debts.  On Aug. 11, 2004, Ronald L. Glass was appointed as Chapter
11 Trustee for the Debtors.  Henry F. Sewell, Jr., Esq., Gary W.
Marsh, Esq., at McKenna Long & Aldridge LLP represent the Chapter
11 Trustee.


SR TELECOM: Bankruptcy Warning & Going Concern Doubt in Form 20-F
-----------------------------------------------------------------
Deloitte & Touche LLP raised substantial doubt about SR Telecom
Inc.'s (TSX: SRX; NASDAQ: SRXA) ability to continue as a going
concern after it audited the Company's financial statements for
the year ended December 31, 2004.  Factors that prompted the going
concern opinion include:

   -- the Company's losses for the current and prior years,

   -- negative cash flows,

   -- significant deficiency in working capital,

   -- reduced availability of supplier credit,

   -- breach of a number of its long-term debt covenants and
      undertakings, and

   -- lack of operating credit facilities.

Deloitte said the realization of assets and the discharge of
liabilities in the ordinary course of business are subject to
significant uncertainty.

The Company's $71 million debentures became due and payable on
April 22, 2005.  Currently the Corporation is involved in
activities aimed at refinancing these debentures in whole or in
part or extending their maturity date.  If these negotiations are
unsuccessful, the Corporation would need to look at alternative
methods to re-capitalize its balance sheet.  SR Telecom is also
attempting to raise additional working capital to operate the
business.

Management's on-going plans with respect to the significant
uncertainties Deloitte identified are:

   1) continuing discussions with its lenders in respect of its
      non-compliance with its debt covenants, repayment terms,
      waivers and/or modifications thereto;

   2) seeking of additional financing;

   3) continuing the restructuring of the operations to reduce
      expenses, and;

   4) securing new sales orders.

The Company's continuation as a going concern is dependent upon,
among other things:

   -- the continuing support of the Company's lenders (including
      the deferral of scheduled principal repayments),

   -- attaining a satisfactory sales level;

   -- the support of its customers;

   -- continued sales to the Corporation's customers;

   -- a return to profitable operations; and

   -- the ability to generate sufficient cash from operations,
      financing arrangements and new capital to meet its
      obligations as they become due.

These matters are dependent on a number of items outside of the
Corporation's control and there is substantial uncertainty about
the Corporation's ability to successfully conclude on the matters.

Should it be unsuccessful in these efforts, the Company said it
may be obliged to seek protection from its creditors.

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.


STELLAR FUNDING: Fitch Junks Three Bond Classes
-----------------------------------------------
Fitch Ratings takes the following actions on Stellar Funding Ltd.
and Stellar Funding CBO Corp:

       -- $145,374,764 class A-3 notes affirmed at 'CCC';
       -- $48,000,000 class A-4 notes remain at 'CC';
       -- $23,500,000 class B notes remain at 'C'.

Stellar is a collateralized bond obligation managed by Guggenheim
Partners, Inc., that closed Dec. 15, 1998.  Stellar is composed
predominantly of high yield corporate bonds along with high yield
corporate loans.  Included in this review, Fitch conducted cash
flow modeling utilizing various default timing and interest-rate
scenarios to measure the breakeven default rates relative to the
minimum cumulative default rates required for the rated
liabilities.

Since the last review, the credit quality has experienced
continued deterioration with defaulted assets comprising 23.8% of
the $175 million in total collateral and eligible investments.
Due to the failure of the overcollateralization test, all excess
interest and principal payments are being diverted to pay down the
notes sequentially, beginning with the class A-3 notes.  The
current overcollateralization test is failing at a level of 59.1%
versus a trigger of 103%.  However, the class A-3 and class A-4
notes are likely to receive interest payments for the remainder of
the deal.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the class A-3, A-4, and B notes still
reflect the current risk to noteholders.  Fitch will continue to
monitor and review this transaction for future rating adjustments.
The ratings on the class A-3 and A-4 notes address the likelihood
that investors will receive timely payment of interest and
ultimate payment of principal by the stated maturity date.  The
ratings on the class B notes address the ultimate payment of
interest and ultimate repayment of principal.

Additional deal information and historical data are available on
the Fitch Ratings web site at http://www.fitchratings.com/


STORAGE COMPUTER: Delays Filing Form 10-Q to Secure New Financing
-----------------------------------------------------------------
Storage Computer Corporation (OTC: SOSO) postponed reporting its
financial results and delayed the filing of its Form 10-Q for the
first quarter ended March 31,2005.

On March 31, 2004, the Company disclosed a delay in announcing
audited financial results for the quarter and year ending Dec. 31,
2004.  The delay resulted from the company's inability to secure
new financing and the resulting lack of financial resources to
complete the 2004 audit.

The delay in announcing financial results and the filing of Form
10Q for the first quarter ended March 31, 2005 relates to the same
lack of financial resources.

The Company has previously received a "going concern opinion" from
its auditors due to recurring losses and negative cash flows from
operations which raises substantial doubt about the Company's
ability to continue as a going concern.

The Company is continuing to pursue new financing sources.
However, there can be no assurance that the Company will be able
to obtain new financing and, if new financing is obtained it could
result in significant dilution to existing shareholders.  As
previously reported, if the Company is not successful in obtaining
new financing the ability of the Company to continue to operate as
an independent company in serious doubt.

For these reasons, the Company is unable to determine at this time
a date certain by which it expects to announce financial results
to file its Form 10-K and Form 10-Q for the quarter and year ended
December 31, 2004, and for the first quarter ended March 31, 2005.

                        About the Company

Storage Computer Corporation (AMEX:SOS) -- http://www.storage.com/
-- is a provider of high performance storage software solutions
focused on developing advanced storage architectures to address
the emerging needs of  high-bandwidth and other "performance-
impaired" applications.  Storage Computer's technology supports a
variety of applications including advanced database activities,
wide area networked storage and sophisticated business continuity
topologies.


TEXAS PETROCHEMICAL: Court Confirms Huff Alternative's Plan
-----------------------------------------------------------
The Honorable Letitia Clark of the U.S. Bankruptcy Court for the
Southern District of Texas confirmed the Joint Amended Chapter 11
Plan drafted by The Huff Alternative Income Fund, L.P., for Texas
Petrochemical Holdings, Inc., and its debtor-affiliate.  Huff
Alternative filed its Plan on April 24, 2005, after it
successfully convinced the Court to terminate the Debtors'
exclusive periods.

The Plan's highlight is the exclusion of the Debtors' parent
company, Texas Petrochemical L.P., from any distribution.

                     Terms of Huffy's Plan

The Plan intends to liquidate Texas Petrochemical Holdings and TPC
Holdings' assets, with the sale proceeds distributed to creditors.

The Plan proposes that term lenders under the Credit Agreement in
which Credit Suisse First Boston is the agent, will be paid a pro
rata share of the cash proceeds from the Asset Sale or Sales up to
its maximum claim amount, $50,000, plus interest.   The Term
Lenders Credit Agreement was inked on November 25, 2002, among
Texas Petrochemical, L.P., and guarantor affiliates and their Term
Lenders.

Revolving lenders under the Credit Agreement, in which Bank of
America, N.A., is the agent, will get a pro rata share of what's
left of the cash after the Term Lenders claims have been fully
satisfied.

Holders of allowed unsecured claims will get a pro rata share of
what's left of the estates' cash after Term and Revolving Lenders
are fully paid.

Holdings and TPC will pay Texas Petrochemical, L.P., what's left
of the money after the Term and Revolving Lenders and Unsecured
Claim Holders are fully paid.

Equity interests will be cancelled on the effective date of the
Plan.

                         *     *     *

Texas Petrochemical, L.P. produces C4 chemical products widely
used as chemical building blocks for synthetic rubber, nylon
carpets, adhesives, catalysts and additives used in high-
performance polymers.  The company has manufacturing facilities in
the industrial corridor adjacent to the Houston Ship Channel and
operates product terminals in Baytown, Texas and Lake Charles,
Louisiana.   After filing for chapter 11 protection on July 20,
2003 (Bankr. S.D. Tex. Case No. 03-40258), the parent company
emerged from bankruptcy in May 2004.  Texas Petrochemical
Holdings, Inc., and TPC Holdings LLC remained under chapter 11
protection to reorganize or liquidate their estates.  When the
Debtors filed for protection from their creditors, they listed
$512,417,000 in total assets and $448,866,000 in total debts on a
consolidated basis.  Mark W. Wege, Esq., at Bracewell & Patterson,
LLP represents the Debtors in their restructuring efforts.


TRINSIC INC: March 31 Balance Sheet Upside-Down by $18 Million
--------------------------------------------------------------
Trinsic, Inc. (NASDAQ/SC: TRIN) reported its financial results for
the first quarter of 2005.  For the three-month period ended
March 31, 2005, the company reported revenue of $57.1 million
compared with $68.5 million for the first quarter of 2004 and net
income of $0.4 million compared with a net loss of $10.4 million
for the prior year period.

Net income attributable to common stockholders was $400,000 for
the first quarter of 2005 versus a net loss attributable to common
stockholders of $14.8 million, for the same quarter in 2004.  The
company reported EBITDA of negative $400,000 for the latest
quarter, compared with negative $4.6 million for the first quarter
of 2004.

Trey Davis, Trinsic's Chief Executive Officer, commented, "We made
great progress in the first quarter in executing our new strategy
of becoming a more Verizon-centric company.  Completing a
Commercial Services Agreement with Verizon was a big step.  We are
also pleased with the progress that the sales teams are making in
the small business market in the New York area.  But that strategy
only works if we continue to be diligent in managing our costs,
which we continue to scrutinize.  We implemented several cost
cutting measures in the first quarter and in April totaling around
$10 million annually.  We are confident that the measures we have
taken will allow us to continue to successfully execute our
strategy."

Davis continued, "There are two somewhat unusual items included in
this quarter's numbers.  First, we recorded income of $6 million
related to a settlement of litigation with SBC.  On the negative
side, we wrote down our note receivable from SipStorm by $2.5
million.  Absent these two transactions we would have reported a
net loss in the first quarter but we would have reported positive
EBITDA for the quarter.  We intend to remain in a positive EBITDA
position through-out the remainder of 2005."

Frank Grillo, Trinsic's Chief Operating Officer, added, "We are
extremely pleased with the initial success of our two New York
sales teams.  The New York market has been very receptive to our
IP telephony and Managed PBX service offerings.  In the second
quarter we will be adding both a Managed Security and Remote
Access offering to round out the product set."

Davis concluded, "We are pleased with the first quarter financial
results as well as the previously announced accomplishments on the
operating side of the business.  I again need to thank the
employees of Trinsic for their dedication and hard work."

                     About the Company

Trinsic, Inc. -- http://www.trinsic.com/-- offers consumers and
businesses enhanced wire line and IP telephony services.  All
Trinsic products include proprietary services, such as Web-
accessible, voice-activated calling and messaging features that
are designed to meet customers' communications needs intelligently
and intuitively.  Trinsic is a member of the Cisco Powered Network
Program and makes its services available on a wholesale basis to
other communications and utility companies, including Sprint.
Trinsic changed its name from Z-Tel Technologies, Inc. on January
3, 2005.

At Mar. 31, 2005, Trinsic, Inc.'s balance sheet showed an
$18,183,000 stockholders' deficit, compared to a $21,082,000
deficit at Dec. 31, 2004.


TROPICAL SPORTSWEAR: U.S. Trustee Amends Committee Membership
-------------------------------------------------------------
The United States Trustee for Region 21 amended the appointment of
creditors to serve on the Official Committee of Unsecured
Creditors of Tropical Sportswear Int'l. Corp. and its debtor-
affiliates' chapter 11 case.

GSC Partners CDO Fund II, Ltd., Galey & Lord Industries, LLC, and
Avondale Mills, Inc., have been removed from the Committee.

The Creditors Committee now consists of:

    1. SunTrust Bank
       Attn: Ron Painter
       25 Park Place - 24th Floor
       Atlanta, Georgia 30303
       Fax No.  (404) 588-7335
       Tel. No. (404) 588-7191

    2. Dalton Global Opportunity Fund
       Attn: Brian O'Neil
       12424 Wilshire Blvd., #1130
       Los Angeles, Calif. 90025
       Fax No.  (310) 442-5225
       Tel. No. (310) 442-5200

    3. FMA CBO Funding II, LT
       Attn: Tim Somers
       1900 Avenue of the Stars, #900
       Los Angeles, Calif. 90067
       Fax No.  (310) 229-2975
       Tel. No. (310) 229-2940

    4. Pak Source-Southern Source Packaging, LLC
       Attn: Thomas E. Bennett
       41 Gun Club Road
       Jacksonville, Florida 32218
       Fax No.  (888) 548-1706
       Tel. No. (800) 940+0243

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 Tampa, Florida, Tropical Sportswear Int'l Corp.
-- http://www.savane.com/-- designs, produces and markets branded
branded apparel products that are sold to major retailers in all
levels and channels of distribution.  The Company and its
debtor-affiliates filed for chapter 11 protection on Dec. 16, 2004
(Bankr. M.D. Fla. Case No. 04-24134).  David E. Bane, Esq., and
Denise D. Dell-Powell, Esq., at Akerman Senterfitt, represent the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$247,129,867 and total debts of $142,082,756.


TROPICAL SPORTSWEAR: Taps Ernst & Young as Audit & Tax Consultants
------------------------------------------------------------------
Tropical Sportswear Int'l Corporation and its debtor-affiliates
sought and obtained permission from the U.S. Bankruptcy Court for
the Middle District of Florida, Tampa Division, to employ Ernst &
Young, LLP, as audit and tax services provider, nunc pro tunc to
Dec. 16, 2004.

The Debtors tells the Court that Ernst & Young has a wealth of
experience in providing tax and internal audit services to debtors
and creditors in restructurings and reorganizations.  The Debtors
believe that Ernst & Young is well qualified to act in their
behalf.

Ernst & Young will provide:

    (1) Audit Services:

         (a) Annual audit of the consolidated financial statements
             of the Debtors' for the year ended October 2, 2004;

         (b) Preparation of management letters, if requested;

         (c) Quarterly reviews of the consolidated financial
             statements of the Debtors', if requested;

         (d) Comfort letters and/or consents to the use of the
             audit reports in filings with Securities and Exchange
             Commission by the Debtors', including potential
             purchases if requested;

         (e) Research, consultations and assistance regarding
             accounting and reporting matters as requested by the
             management of Tropical Sportswear Int'l Corporation;

         (f) Participation in meetings, if requested, with
             management, the Board of Directors, and/or Audit
             Committee of Tropical Sportswear Int'l Corporation;

         (g) Review and assistance in the preparation and filing
             of any bankruptcy or similar filings and reports, if
             requested; and

         (h) Cooperation and assistance with the management and
             potential acquirers of all or a portion of the
             Tropical Sportswear Int'l Corporation, including
             making the files available for review, to the extent
             requested by management.

    (2) Tax Advisory and Compliance Services:

         (a) Preparation and/or review of U.S. Federal and state
             income tax returns;

         (b) Preparation of Quarterly Estimated tax declaration
             for U.S. Federal, state and franchise tax returns;

         (c) Assistance with preparation and review of tax
             filings, including property and franchise tax
             returns;

         (d) Working with appropriate Debtors' personnel and/or
             agents in developing an understanding of the business
             objectives related to the Debtors' Chapter 11 filing,
             including understanding restructuring alternatives
             the Debtors are evaluating with its existing
             creditors that may result ina change in the equity,
             capitalization and/or ownership of the shares of the
             Debtors' or their assets;

         (e) Assisting and advising the Debtors' in their
             bankruptcy restructuring objectives and post-
             bankruptcy operations by determining the most optimal
             tax manner to achieve these objectives, including, as
             needed, research and analysis of Internal Revenue
             Code sections, treasury regulations, case law and
             other relevant tax authority which could be applied
             to business valuation and restructuring models;

         (f) Tax consulting regarding availability, limitations,
             preservation and maximization of tax attributes, such
             as net operating losses and alternative minimum tax
             credits, minimization of tax costs in connection with
             stock or asset sales, if any, assistance with tax
             issues arising in the ordinary course of business
             while in bankruptcy, and as needed, research,
             discussions and analysis of federal and state income
             and franchise tax issues arising during the
             bankruptcy period;

         (g) Providing assistance to the Debtors' tax department
             for routine small projects when such projects
             generally not exceeding $10,000 each, which projects
             may include assistance with tax issues, assistance
             with transactional issues, or assisting the Company
             in connection with its dealings with tax authorities;
             and

         (h) Assistance with the examination of the Internal
             Revenue Service including assistance and coordination
             with responses and research.

The Firm states its professionals' hourly rates:

                            Audit Service
                            -------------

            Designation                         Hourly Rate
            -----------                         -----------
            Partners, Principals & Directors    $743 - $827
            Senior Managers                     $559 - $705
            Managers                            $428 - $526
            Seniors                             $295 - $355
            Staff                               $218 - $246

                             Tax Services
                             ------------
            Designation                         Hourly Rate
            -----------                         -----------
            Partners, Principals & Directors    $500 - $750
            Senior Managers                     $425 - $550
            Managers                            $300 - $425
            Seniors                             $200 - $300
            Staff                               $150 - $200

Stephen E. McDaniel, a partner at Ernst & Young, reports that the
firm is a "disinterested person" as that term is defined and used
in the Bankruptcy Code.

Headquartered in Tampa, Florida, Tropical Sportswear Int'l Corp.
-- http://www.savane.com/-- designs, produces and markets branded
apparel products that are sold to major retailers in all levels
and channels of distribution.  The Company and its debtor-
affiliates filed for chapter 11 protection on Dec. 16, 2004
(Bankr. M.D. Fla. Case No. 04-24134).  David E. Bane, Esq., and
Denise D. Dell-Powell, Esq., at Akerman Senterfitt, represent the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$247,129,867 and total debts of $142,082,756.


UAL CORP: Inks Deal with Mesa Air for United Express Service
------------------------------------------------------------
United Airlines reached a five-year agreement with United Express
partner Mesa Air Group to operate 30 replacement aircraft under
the United Express name, beginning in Fall 2005.

"We are pleased to have reached this agreement with Mesa, a move
that supports United Express's goal to maintain reliable
operations in each of the markets we currently serve," said Sean
Donohue, United's vice president for United Express and Ted.
"These replacement aircraft will generate significant savings and
will largely complete the selection of carriers to replace Air
Wisconsin."

Last month, United said it had reached agreements with SkyWest and
GoJet to operate 30 aircraft under the United Express brand.
Together, the agreements with Mesa, SkyWest and GoJet replace 60
of the 80 aircraft currently being operated for United by Air
Wisconsin Airlines.  No stations will be closed as a result of the
agreement; however, schedule changes may occur as United takes the
opportunity to reduce United Express capacity to fit customer
demand.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.


UAL CORP: Inks New Tentative Labor Pact with Mechanics
------------------------------------------------------
United Airlines reached a tentative agreement with the AMFA on
Monday, May 16, which consensually achieves the $96 million in
annual wage and benefit cuts United needs, while addressing AMFA's
concerns over pay, job security, benefits and work rules.

"We hope that the AMFA membership will ratify this proposal so we
can move forward and successfully complete our restructuring,"
United said in a press statement.

Union leaders asked their 7,000 members to vote -- beginning
May 17, through May 31 --whether to accept or reject the new
tentative deal with United.  The union, the Associated Press
reports, has threatened a strike if Judge Wedoff orders the
contract broken without its consent, which could come as soon as
Friday -- the day the judge has now scheduled to hear closing
arguments.

A 5 percent defined-contribution pension plan is part of the
mechanics' tentative contract, replacing the defined-benefits plan
that United eliminated last week, the Associated Press said.

                        Impending Strikes

In January 2005, AMFA members working for United overwhelmingly
voted to authorize a strike if additional pay cuts and other
concessions were imposed outside of the normal negotiating
process.  Bankruptcy Judge Eugene Wedoff then imposed a temporary
9.8 percent pay cut and reduced sick leave benefits for AMFA
members, for the period February 1 through May 31, 2005, to give
AMFA and United additional time to try to reach a consensual
contract agreement.

                     Pension Plan Termination

As reported in the Troubled Company Reporter on May 12, 2005, the
Honorable Eugene Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois put his stamp of approval on United
Airlines' plan to terminate its employees' pension plans -- the
largest pension plan default in U.S. history.  About 120,000
current and retired United employees are affected by the Court's
decision.

Under the terms of the agreement, the PBGC would terminate and
become trustee of the company's four pension plans and the
agency's multi-billion dollar claims against the carrier will be
settled.  The PBGC and its financial advisers believe the
settlement is superior to the recovery the agency would have
received as an unsecured creditor in bankruptcy.

Collectively, United's pension plans are underfunded by $9.8
billion on a termination basis, $6.6 billion of which is
guaranteed, according to the PBGC.  The four plans are:

    -- the UA Pilot Defined Benefit Plan, which covers
       14,100 participants and has $2.8 billion in assets
       to pay $5.7 billion in promised benefits;

    -- the United Airlines Ground Employees Retirement Plan,
       which covers 36,100 participants and has $1.3 billion
       in assets to pay $4.0 billion in promised benefits;

    -- the UA Flight Attendant Defined Benefit Pension Plan,
       which covers 28,600 participants and has $1.4 billion
       in assets to pay $3.3 billion in promised benefits; and

    -- the Management, Administrative and Public Contact Defined
       Benefit Pension Plan, which covers 42,700 participants
       and has $1.5 billion in assets to pay $3.8 billion in
       promised benefits.

The Pension Benefit Guaranty Corporation will assume
responsibility for United's pension obligations.  The PBGC
originally opposed United's plan, but agreed to the distressed
termination in exchange for $1.5 billion of new preferred
securities that must be issued under any plan of reorganization
confirmed in United's chapter 11 cases.

The Associated Press reports that the PBGC will only guarantee
$5 billion of United's $9.8 billion pension fund.

Judge Wedoff approved the carrier's deal with the PBGC because, he
found, there's nothing illegal about it and it doesn't violate the
terms of any of United's collective bargaining agreements.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.


WAVERIDER COMMS: March 31 Balance Sheet Upside-Down by $412,659
---------------------------------------------------------------
WaveRider Communications Inc. (OTCBB:WAVR) reported revenues of
$2,139,563 for its fiscal quarter ended March 31, 2005, compared
to revenues of $2,153,649 for the fourth quarter of 2004 and
$2,306,221 for the first quarter of 2004.

Net loss for the three months ended March 31, 2005 totaled
$726,683, compared to a loss of $721,658, for the three months
ended December 31, 2004 and $1,578,550, for the three months ended
March 31, 2004.  The net losses for the three months ended March
31, 2005, December 31, 2004 and March 31, 2004 included non-cash
financing expenses, resulting from the conversion of debentures to
common stock, in the amount of $279,023, $202,482 and $507,105
respectively.

"The first quarter of 2005 marked some significant changes at
WaveRider," said Charles Brown, Chief Executive Officer, WaveRider
Communications Inc.  "We implemented management changes, recruited
and appointed new members to our Board of Directors, and are
continuing to build relationships in the telecommunications and
other industries.  We also successfully completed the launch of
our EUM3006 integrated outdoor modem, while maintaining strong
sales of our popular indoor equipment.  We expect the volume of
EUM3006 sales to increase as we ramp up production and delivery of
these units to meet demand."

                         About the Company

WaveRider Communications Inc. -- http://www.waverider.com/-- is a
leader in broadband wireless deployments and technologies.
WaveRider's Last Mile Solution(R) non-line-of-sight 900 MHz and
5.8 GHz networks enable communications providers to establish
full-saturation coverage networks, deliver advanced communications
services, and generate a rapid return on their investment.
WaveRider is committed to the development of standards-based
wireless technologies that support advanced applications and
address the needs of the North American and International markets.
WaveRider is traded on the OTC Bulletin Board, under the symbol
WAVR.

At Mar. 31, 2005, WaveRider Communications Inc.'s balance sheet
showed a $412,659 stockholders' deficit, compared to a $166,223
deficit at Dec. 31, 2004.


WHX CORP: Taps Jeffries & Company as Financial Consultant
---------------------------------------------------------
WHX Corporation, fka Wheeling Pittsburgh Steel Corporation, sought
and obtained from the U.S. Bankruptcy Court for the Southern
District of New York, permission to employ Jeffries & Company,
Inc., as its financial consultant and investment banker.

Jeffries & Company will:

   a) review and analyze the Debtor's assets, operating and
      financial strategies, business plans and financial
      projections, including testing assumptions and comparing
      those assumptions to the Debtor's historical and industry
      trends;

   b) evaluate the Debtor's debt capacity, assist in determining
      an appropriate capital structure for the Debtor, and assist
      the Debtor and its professionals in reviewing the terms and
      alternative proposals of a proposed Sale or Restructuring
      Transactions;

   c) determine a range of value for the securities that the
      Debtor will offer or propose in connection with any Sale or
      Restructuring Transactions;

   d) review and analyze any proposals the Debtor will receive
      from any third parties in connection with a sale or
      restructuring transactions, including proposals for DIP
      financing or exit financing;

   e) assist and participate in negotiations with parties-in-
      interest, including any current or prospective creditors,
      holders of equity or claimants against the Debtor in
      connection with the sales or Restructuring Transactions;

   f) assist in the preparation of an analysis of goodwill for
      impairment, if any under FASB 142, and advise and attend
      meeting of the Debtor's Board of Directors, creditors
      committees, official constituencies and other parties-in-
      interest;

   g) attend Court hearings if necessary and provide the Debtor
      with expert relevant testimony in connection with any
      matters related to a plan of reorganization; and

   h) render other financial advisory and investment banking
      services that are necessary in the Debtor's chapter 11 case;

The Debtor will pay the Firm:

   a) a $150,000 monthly advisory fee;

   b) upon the consummation of a Restructuring Transaction, a
      Restructuring Fee equal to 1% of the sum of the aggregate
      amount of the Debtor's liabilities that is restructured and
      the face value of the Preferred Stock that is restructured
      from the Transaction;

   c) upon the consummation of a Sale Transaction, a Sale
      Transaction Fee equal to 1.5% of the total proceeds the
      Debtor will receive from the Transaction; and

   d) upon the consummation of a Capital Raise, a Capital Raise
      Fee equal to 1.4% of the aggregate gross equity or debt
      proceeds raised from the Capital Raise;

Thomas S. Vanderslice, a Managing Director at Jeffries & Company,
assures the Court that the firm does not represent any interest
adverse to the Debtor or its estate.

Headquartered in New York City, New York, WHX Corporation --
http://www.whxcorp.com/-- is a holding company structured to
acquire and operate a diverse group of businesses on a
decentralized basis.  WHX's primary business is Handy & Harman, a
diversified industrial manufacturing company servicing the
electronic materials, specialty wire and tubing, specialty
fasteners and fittings, and precious metals fabrication markets.
The Company filed for chapter 11 protection on March 7, 2005
(Bankr. S.D.N.Y. Case No. 05-11444).  Richard Engman, Esq., at
Jones Day, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
reported total assets of $406,875,000 and total debts of
$352,852,000.


WORLDCOM INC: Asks Court to Disallow Mississippi Tax Claims
-----------------------------------------------------------
Jerome L. Epstein, Esq., at Jenner & Block, LLP, in Washington,
D.C., relates that after the Court approved a Bar Date Extension
Stipulation, Mississippi State Tax Commission filed five proofs of
claim against WorldCom, Inc.:

Claim No.     Claim Amount    Claim Description
---------     ------------    -----------------
   38127         $3,020,611    Asserts unsecured priority, general
                               unsecured and administrative
                               expense claims for taxes, penalties
                               and interest for the period
                               January 1, 1999, through July 21,
                               2002.

   38136                       An exact duplicate of Claim No.
                               38127.

   38134      1,000,000,000+   Asserts unsecured priority claims
                               for taxes, penalties and interest
                               for the period January 1, 1998, to
                               December 31, 2001.

                               Claim No. 38134 states that (i) it
                               amends Claim Nos. 38127 and 38136;
                               (ii) an audit is currently ongoing;
                               and (iii) documents supporting the
                               claim would be produced at the
                               conclusion of the audit, as well as
                               an itemized statement of interest
                               and penalties.

   38135                       An exact duplicate of Claim No.
                               38134.

   38343        902,952,328    Asserts unsecured priority, general
                               unsecured and administrative
                               expense claims for taxes, penalties
                               and interest for the period 1999-
                               2002.

                               Claim No. 38343 attaches supporting
                               documents, including itemized
                               statements of interest and
                               penalties, as expressly
                               contemplated by Claim Nos. 38134
                               and 38135.  Thus, Claim No. 38343
                               amends and supersedes Claim Nos.
                               38134 and 38135.

Upon review, the Reorganized Debtors conclude that each of
Mississippi's Tax Claims is improper because:

    (a) Claim No. 38136 was filed simultaneously with, and is
        an exact duplicate of, Claim No. 38127.

    (b) Claim No. 38135 was filed simultaneously with, and is
        identical to, Claim No. 38134.

    (c) Claim No. 38134 amends and supersedes Claim No. 38127.

    (d) Claim No. 38343 amends and supersedes Claim No. 38134.

    (e) Claim No. 38134 asserts claims for the period 1998-2001.
        The Bar Date Extension Stipulation established April 1,
        2004, as the last day for filing Additional Claims,
        expressly limited to "the prepetition period 1999-2001."
        To the extent that Claim No. 38134 asserts claims arising
        in 1998, that Claim was filed after the Bar Date and thus,
        is time barred.

    (f) Claim No. 38343 asserts claims for the period 1999-2002.
        To the extent that Claim No. 38343 asserts claims for
        2002, that Claim was filed after the Bar Date and thus, is
        time barred.

    (g) Claim Nos. 38343, 38127 and 38136 assert administrative
        expense claims for taxes, interest and penalties.
        Section 503(b) of the Bankruptcy Code provides that
        administrative expense claims may be allowed only after
        notice and a hearing, which requires the claimant to file
        a motion or request for relief.  In contrast, Section
        502(a) of the Bankruptcy Code provides that a proof of
        claim is deemed allowed unless a party-in-interest
        objects.  Thus, to the extent the Tax Claims assert
        administrative expense claims, they are procedurally
        improper, Mr. Epstein asserts.

    (h) Claim No. 38343 asserts claims for corporate income taxes,
        including interest and penalties, that are not owed by
        WorldCom.  Mr. Epstein tells the Court that for the period
        1999-2001, WorldCom filed timely Mississippi state tax
        returns that apportioned the income in accordance with
        Mississippi rules and paid the taxes due.  This is also
        true for years outside the claim period.  Mr. Epstein adds
        that Claim No. 38343 does not identify the legal theories
        or specific bases supporting Mississippi's contention that
        WorldCom owes any additional income taxes.

The Reorganized Debtors further object to the Tax Claims on these
additional bases:

    (a) The Reorganized Debtors dispute the amount of the Claim;

    (b) The Reorganized Debtors have paid some or all of the taxes
        that form the basis of the Claim;

    (c) The Claim does not indicate the type of tax on which it is
        based;

    (d) Some or all of the rules, regulations and laws on which
        some or all of the Claim is based are inapplicable or
        unenforceable as to the Reorganized Debtors;

    (e) Some or all of the Claims exceed the scope of the
        extension granted under the Bar Date Extension
        Stipulation;

    (f) There is no, or insufficient, documentation attached to
        the Claim;

    (g) The Claim includes interest, but there is no itemized
        statement of principal and interest due;

    (h) The Claim includes penalties or an excessive rate of
        interest in the nature of a penalty, which under
        applicable law are properly classified in Class 7 of the
        Plan;

    (i) A portion of the Claim is for postpetition interest, which
        is not allowable pursuant to Sections 502(b)(2) and
        1129(a)(9)(C) of the Bankruptcy Code;

    (j) Some or all of the Claims do not constitute an
        administrative expense;

    (k) Some or all of the Claims is not entitled to unsecured
        priority treatment;

    (l) Some or all of the underlying tax was not assessed within
        the limitations period under applicable Mississippi state
        law; and

    (m) To the extent the Claim is based on an audit, the audit
        results are erroneous and produce a Claim for an amount
        which the Reorganized Debtors dispute they owe.

Accordingly, the Reorganized Debtors ask the Court to disallow and
expunge the Tax Claims in their entirety.

                        Mississippi Responds

The Mississippi State Tax Commission agrees with the Reorganized
Debtors' arguments as to Claim Nos. 38135, 38136 and 38127.
Mississippi will voluntarily withdraw those claims.

However, Mississippi asserts that Claim Nos. 38134 and 38343
contain different elements and are neither duplicative nor
superseding.  "They should be read as a component part of a single
tax claim that has subparts covering different time periods and
theories."

Michael P. Richman, Esq., at Mayer, Brown, Rowe & Maw LLP, in New
York, contends that the Reorganized Debtors' argument that the
portion of the claims that seek administrative claims treatment
for certain 2002 taxes should be disallowed as procedurally
improper is pointless and unsupported.

The Reorganized Debtors received notice and now have a hearing, as
required by Section 503(b) of the Bankruptcy Code, Mr. Richman
says.  But to the extent the Reorganized Debtors have objections
on the merits, Mr. Richman asserts, it would be premature to
consider the claims until the Reorganized Debtors have exhausted
their administrative and judicial remedies in Mississippi.  Mr.
Richman maintains that Mississippi's request can be technically
cured.

Mr. Richman contends that the Reorganized Debtors' objection to
the remaining proofs of claim on the ground of untimeliness is
both unsupportable and a violation of the Stipulation approved by
the Court on February 3, 2004, pursuant to which WorldCom agreed
not to raise that objection.

Mr. Richman also points out that although Mississippi argued in
its Extension Motion that there was evidence of a tax avoidance
scheme "over the three-year pre-petition period 1999-2001,"
Mississippi didn't request or even imply that the extension should
be limited to the unpaid taxes in those tax years.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 90; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WORLDCOM INC: Balks at Donald Geragi's Motion to Lift Stay
----------------------------------------------------------
On February 1, 2002, Donald F. Geragi filed a complaint against
the Debtors in the United States District Court for Eastern
District of Pennsylvania, alleging a violation of the Age
Discrimination in the Employment Act and other state law claims.
Mr. Geragi also sued Gary Coben and Walter Deininger, employees of
the Debtors at the time of the alleged acts.  Mr. Geragi asserted
that the incident occurred in 1999 to 2000.

The Pennsylvania Action was automatically stayed when the Debtors
filed for bankruptcy.  Subsequently, Mr. Geragi filed two proofs
of claim against the Debtors:

           Claim No.         Claim Amount
           ---------         ------------
             8899             $2,068,551
             8900              2,040,000

The Debtors asked the Court to expunge Mr. Geragi's Claims.  Mr.
Geragi opposed the expungement of his Claims.

Harry J. Agzigian, Esq., in Levittown, Pennsylvania, relates that
the Debtors have not filed one pleading or answer to the
Complaint, nor has any discovery been obtained since the Petition
Date.

Mr. Agzigian contends that if discovery was completed and the
matter is set for trial, Mr. Geragi could show that the Debtors'
conduct was willful and malicious under Pennsylvania law.

Accordingly, Mr. Geragi asks the Bankruptcy Court to relinquish
jurisdiction to the Pennsylvania District Court and lift the
automatic stay so that discovery may be accomplished and the
matter can be set for trial.

                           Debtors Object

"There is no longer an automatic stay with respect to which relief
can, or should be, granted," Mark A. Shaiken, Esq., at Stinson
Morrison Hecker LLP, in Kansas City, Missouri, argues.

The automatic stay was terminated on the Effective Date of the
Debtors' Plan of Reorganization.  The Plan discharges all of the
Debtors' debts and further releases the Debtors of all claims that
arose prior to the Effective Date.

Since the Plan is now effective, the Bankruptcy Code has imposed
an injunction against commencing or continuing, "an action, the
employment of process, or an act, to collect, recover or offset
any such debt as a personal liability of the debtor. . . ."

Accordingly, the Plan is effective and is binding on Mr. Geragi.
The Plan clearly sets forth the forum for the resolution of
objections to claims.  Mr. Geragi did not object to the
confirmation of the Plan.  Mr. Geragi now wants the Court to
modify the Plan provisions.  Mr. Shaiken contends that only the
proponent of a plan may modify it.  Furthermore, Mr. Shaiken
argues, Mr. Geragi has no statutory basis to seek to modify the
Plan provisions regarding the claims objection process.

Mr. Shaiken further asserts that under the Plan, the Bankruptcy
Court alone has jurisdiction to resolve any disputed claim.
Thus, Mr. Shaiken says, Mr. Geragi cannot ask the Bankruptcy
Court to relinquish its jurisdiction to another District Court,
much less continue the litigation of the claim.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 90; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


YELLOW ROADWAY: Moody's Puts Ba1 Rating on $250M Rate Notes
-----------------------------------------------------------
Moody's Investors Service confirmed the debt ratings of Yellow
Roadway Corporation -- senior implied at Ba1 -- and assigned a Ba1
rating to $250 million of senior unsecured floating rate notes.
In a related action, in anticipation of Yellow Roadway's
acquisition of USF Corporation, Moody's downgraded the senior
unsecured debt rating of USF to Ba1 from Baa1.  USF is being
acquired in a transaction valued at $1.4 billion that will
increase the indebtedness of the combined group.

Yellow Roadway is expected to close its acquisition of USF on or
about May 24, 2005, at which time the company will issue its
guaranty for the $250 million of USF notes currently outstanding.
The rating outlook for both companies is stable.   This concludes
the review on Yellow Roadway and USF debt ratings opened on
February 28, 2005, when the acquisition was announced.

The ratings take into account:

   * Yellow Roadway's successful management of its acquisition of
     Roadway Corporation by achieving synergies and debt reduction
     targets somewhat ahead of plan;

   * the company's greater market presence with considerable size
     and scale as the #2 over-the-road transportation company in
     the U.S. behind UPS;

   * the increased cash flow and profits expected from the
     continued strong demand for transportation services; and

   * the limited integration risks as USF's operations and brand
     will be kept separate from the existing Yellow Roadway
     operations.

The rating anticipates somewhat increased leverage following the
acquisition, although credit metrics will remain reasonably good
for the rating level and are expected to improve quickly as debt
is reduced from free cash flow.  The rating is balanced by:

   * the large size of the acquisition at a relatively high
     purchase multiple, at a later stage in the economic cycle
     than with Roadway;

   * the different business model of the regional less than truck
     load operations of USF compared to the national LTL
     operations of Yellow Roadway;

   * the history of autonomy among USF's units which created
     somewhat different systems and operating cultures;

   * the lower than peer performance by some USF units despite the
     strong economic environment;

   * the high exposure to the Teamster's work force of the
     combined company; and

   * the high sensitivity of the trucking sector to changes in the
     economic cycle.

The stable outlook reflects the expectation of a robust near-term
operating environment for the trucking sector which should enable
the company to generate sufficient free cash flow to restore pre-
merger credit metrics before the end of FY 2006.

The rating or the outlook could be pressured down:

   * should trucking volume fall sharply over the near term,
     adversely affecting operating performance;

   * if capital investment is substantially higher than expected
     and the company is unable to fund the capital spending with
     internally generated funds;

   * if USF's operating ratio can not be reduced to levels similar
     to that of industry peers;

   * if free cash flow turns negative for an extended period of
     time; or

   * if adjusted debt to EBITDAR increases above 3x.

The rating or outlook could be upgraded:

   * if the company is able to reduce debt faster than expected
     and be able to sustain an adjusted debt to EBITDAR ratio of
     less than 2:0x and interest coverage greater than 10x over
     the cycle;

   * if the company is able to continue to generate consolidated
     returns greater than the weighted average cost of capital;

   * if it improves the relations with the unions to increase the
     prospects of a satisfactory new contract without work
     disruption; and

   * if it broadens overall liquidity to comfortably ensure
     coverage of maturities and other cash outflows throughout the
     cycle.

As with the Roadway acquisition, we expect management will
maintain the distinct market identity for USF, and keep its
operations separate from Yellow Transportation and Roadway.  This
limits the integration risk and worked successfully in the Yellow
Roadway merger.  Moody's notes that USF's one or two-day service
offerings, combined with the existing Express and Next-Day service
of Yellow Transportation and New Penn does round out the service
package for the merged company.

Nonetheless, compared to the Roadway acquisition, we believe it
will be somewhat more difficult to extract full value from USF's
broader suite of services without some cross-selling or some
degree of operating connection between USF and Yellow Roadway's
other business units.  As well, USF's regional less than truckload
units operate with a somewhat different model than the national
LTL operations of Yellow Transportation and Roadway, in terms of
terminal operations, equipment utilization and scheduling and
capital investment.  Yellow Roadway's previous experience with
non-unionized regional LTL's produced moderate financial results
(the former SCS Transportation, and its acquisition of Jevic),
although we note that those businesses were owned under a slower
business environment, with a different management group and were
non-union.

USF's trucking subsidiaries have had a long history of operating
autonomously with limited coordination with the other units.  USF
management has been in the early stages of programs designed to
increase the cooperation of the units under its 'Team One'
strategy, but that program has progressed slowly with limited
apparent success.  We anticipate Yellow Roadway management will
focus on accelerating the process, by cross-fertilizing best
practices within the USF business unit, simplifying information
technology systems, and reorganizing certain operations to extend
reach.  A meaningful portion of the returns for Yellow Roadway
from this acquisition will depend on it ability to improve USF's
profitability to approach its industry leading past performance
levels, in Moody's view.

Moody's notes that Yellow Roadway will become one of the largest
employers of Teamsters drivers, as USF units are largely
unionized.  We also note that Yellow Roadway has taken pain to
develop the confidence of union leadership, as well as the rank-
and-file, since the Roadway acquisition by remaining consistent
with initial strategies of not eliminating jobs by merging the
operations.  USF took some aggressive, but necessary, actions with
respect to its unionized northeastern trucking operation which may
have challenged the rapport with the unions.  With approximately
three years remaining on the National Master Freight Agreement,
Yellow Roadway's developing cooperation with the union should
present the opportunity to negotiate a new agreement without
disruption in operations.

Moody's also points out that Yellow Roadway and USF participate in
multi-employer pension plans. Contributions to these plans have
been substantial -- Yellow Roadway alone contributed nearly
$800 million during 2004 to various health and pension plans.
Contributions to these plans are set under labor contract terms,
and can be forecasted through the life of the labor contracts.
However, Yellow Roadway has disclosed that with respect to one of
the plans in which it participates, if the company were called on
to provide funds through an excise tax, it could have a material
effect on its financial results.  The ratings do not anticipate a
significant increase in funding of multi-employer pension plans
during the near term.  As well, Yellow Roadway sponsors a single-
employer pension plan, which the company has frozen to new
entrants, to which we anticipate contributions over the next
several years to be in the $60 million per annum level, consistent
with recent contribution levels.

Yellow Roadway's leverage will increase moderately to fund the
cash portion of the acquisition.  Pro-forma for the acquisition,
adjusted debt to EBITDAR will increase to 2.6x from 1.5x at year
end 2004, and pro-forma retained cash flow to debt will decrease
to approximately 30%, from approximately 69%.  While the
intermediate term operating environment for trucking is not likely
to be as strong as during the period following the Roadway
acquisition, we expect conditions to remain favorable enough over
the near term for Yellow Roadway to rapidly reduce debt through
free cash flow.  The company's forecasts for corporate synergies
(approximately $40 million per annum within the first 12 months
increasing to a run rate of approximately $80 million annually by
the end of year 2) are relatively modest and achievable.  We
expect the company will apply free cash flow to debt reduction,
rather than share repurchases, such that credit metrics are
expected to be roughly restored to pre-acquisition levels by the
end of the first fiscal year.

To fund part of the acquisition, Yellow Roadway plans to issue
$250 million of senior unsecured Floating Rate Notes.  These Notes
will be guaranteed by substantially all domestic operating
subsidiaries of the company.  This is similar to the support
arrangement that currently exists for all of Yellow Roadway's
notes and bank debt.  The company also increased its unsecured
bank Revolver to $850 million and extended the maturity for an
additional one year to 2010.

Given the company's current liquidity and operating performance we
do not expect the facility will be drawn, although approximately
one-third of the total will be used to issue letters of credit.
The facility includes two financial covenants -- maximum ratio of
debt to EBITDA and a minimum ratio of cash flow (as defined) to
interest -- under which the company has considerable headroom at
this time.  The existing accounts receivable sale facility (not
rated) will also be increased to $650 million, of which
approximately $450 million will be used to finance the
acquisition.  This account receivable sale facility matures in
May, 2006 and, should the facility not be extended prior to that
date, the company would need to rely on the unused portion of the
bank facility or cash balances to finance incremental receivables.
Scheduled debt maturities are modest, although Yellow Roadway's
convertible notes totaling $400 million are puttable for cash at
various specific dates beginning in 2010.

Ratings affected:

Yellow Roadway Corporation:

   * senior unsecured, senior implied and issuer ratings confirmed
     at Ba1;

   * $250 million Floating Rate Notes assigned Ba1; and

   * Roadway LLC guaranteed global notes confirmed at Ba1

USF Corporation:

   * senior unsecured rating downgraded to Ba1 from Baa1; and
   * shelf downgraded to (P)Ba1 from (P)Baa1.

Yellow Roadway Corporation, based on Overland Park, Kansas owns
subsidiaries that operate in the national less-than-truckload,
next day and logistics markets.  USF Corporation, based in Chicago
Illinois, owns subsidiaries that operate in the regional less-
than-truckload, next day, truck load and logistics markets.


* Mintz Levin Promotes Twelve Attorneys to Member Status
--------------------------------------------------------
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. promoted
twelve attorneys to the firm's member (partner) status.

   * Michael Bell - Health Care (Washington, D.C.)
   * Matthew Hurley - Litigation (Boston)
   * Ivan Blumenthal - Business & Finance (New York)
   * Douglas McLaughlin - Real Estate (Boston)
   * Thomas Burton - Business & Finance (Boston)
   * Linda Port - Public Finance (Boston)
   * Maryann Civitello - Real Estate (Boston)
   * Michael Renaud - Intellectual Property (Boston)
   * Thomas Greene - Employment, Labor & Benefits (Boston)
   * Miyoko Sato - Public Finance (Boston)
   * Geri Haight - Litigation (Boston)
   * James Wodarski - Litigation (Boston)

"We are delighted to promote these twelve skilled attorneys to the
partnership ranks," said Andrew R. Urban, Co-Managing Member of
the firm.  "These accomplished attorneys exemplify the spirit of
Mintz Levin through their unwavering commitment to client service,
their level of expertise in their respective practice areas, and
their dedication to Mintz Levin's growth and success."

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC is a
multidisciplinary law firm with over 450 attorneys and senior
professionals in Boston, Washington D.C., Reston, VA, New York,
Stamford, CT, Los Angeles and London.

Mintz Levin is distinguished by its reputation for responsive
client service and expertise in the areas of antitrust and federal
regulatory; bankruptcy; business and finance; communications;
employment; environmental; health care; immigration; intellectual
property; litigation; public finance; real estate; tax; and trusts
and estates. Mintz Levin's international clientele range from
privately held start-ups to Fortune 100 companies in a wide array
of industries including biotechnology, venture capital,
telecommunications, health care and high technology.

Mintz Levin -- http://www.mintz.com/-- was one of the first law
firms to develop complementary consulting capabilities to provide
complete solutions to clients' problems, including
investment/wealth management, and government and public affairs.


* Douglas Van Gessel Joins Sheppard Mullin in San Francisco Office
------------------------------------------------------------------
Douglas Van Gessel has joined the San Francisco office of
Sheppard, Mullin, Richter & Hampton LLP as a partner in the Real
Estate/Land Use & Natural Resources/Environmental Practice Group.
Mr. Van Gessel, most recently with Cox Castle Nicholson in San
Francisco, has significant experience representing clients in real
estate transactions, with an emphasis on purchase and sale,
leasing, and debt and equity financing.

"Doug is a seasoned and highly regarded attorney who will
significantly enhance our firm's real estate practice," said Guy
Halgren, firm chair.  "We enjoy an excellent reputation in real
estate law and the addition of Doug adds depth firmwide and in San
Francisco."

Domenic Drago, chair of the Real Estate/Land Use & Natural
Resources/Environmental Practice Group, said, "We're excited to
have an accomplished attorney such as Doug join the practice
group, as we continue to grow throughout the state.  Doug's strong
ties to the industry and region are considerable and will
complement our capabilities nationwide."

"We're pleased to welcome Doug to the office," said Betsy
McDaniel, managing partner of the firm's San Francisco office.
"His broad-based, transactional practice is a perfect fit with our
office's already busy real estate practice, and with Doug, we will
now have additional capacity."

Commented Mr. Van Gessel, "Sheppard Mullin has an excellent
reputation throughout the legal and business communities.  I was
particularly attracted to the firm's real estate group which
provides an excellent platform for the development of my practice.
I look forward to working with the talented group in San
Francisco."

Mr. Van Gessel represents clients in all aspects of commercial
real estate, with principal focuses on development and structuring
of major projects; creative financial transactions, including
construction, term and mezzanine debt, joint ventures;
acquisitions and dispositions; workouts and restructurings of
real-estate-secured loans and equity investments; office,
industrial and retail leasing and subleasing; and negotiation of
architectural, construction, management and consulting agreements.

Mr. Van Gessel earned both his law degree in 1987 and a BA, with
distinction, Phi Beta Kappa in 1982 from University of Michigan.

Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service AmLaw 100 firm
with 430 attorneys in nine offices located throughout California
and in New York and Washington, D.C. The firm's California offices
are located in Los Angeles, San Francisco, Santa Barbara, Century
City, Orange County, Del Mar Heights and San Diego. Sheppard
Mullin provides legal expertise and counsel to U.S. and
international clients in a wide range of practice areas, including
Antitrust, Corporate and Securities; Entertainment and Media;
Finance and Bankruptcy; Government Contracts; Intellectual
Property; Labor and Employment; Litigation; Real Estate/Land Use;
Tax, Employee Benefits, Trusts and Estate Planning; and White
Collar Defense. The firm was founded in 1927.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

May 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      How Rainmakers Make It Pour
         The East Bank Club, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

May 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Quarterly Meeting
         Waller Lansden Dortch & Davis, Nashville, TN
            Contact: 615-850-8678 or http://www.turnaround.org/

May 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA May Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

May 19-20, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Second Annual Conference on Distressed Investing Europe
      Maximizing Profits in the European Distressed Debt Market
         Le Meridien Piccadilly Hotel London UK
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

May 19-20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Golf Tournament [Carolinas]
         Venue - TBA
            Contact: 704-926-0359 or http://www.turnaround.org/

May 19-20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Great Lakes Regional Conference
         Peek'N Peak Resort, Findley Lake, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

May 23, 2005 (tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      Long Island TMA Golf Outing
         Indian Hills, Northport, LI
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

May 23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Levels of Value
         Pinsent Masons, Manchester, UK
            Contact: 703-912-3309 or http://www.turnaround.org/

May 23-26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University Law School New Orleans, Louisiana
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Golf Outing - Joint with CFA, RMA & IWIRC
         NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

May 25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Symposium
         MSU Management Center, Troy, MI
            Contact: 9299-8477 or http://www.turnaround.org/

May 25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      New Member Reception
         Maggiano's, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

May 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Outing
         Crooked Creek Country Club, Alpharetta, GA
            Contact: 770-859-2404 or http://www.turnaround.org/

May 31, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 1, 2005 (Date is tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      12th Annual Charity Golf Tournament
         Venue - TBA
            Contact: 203-877-8824 or http://www.turnaround.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA New York Golf Tournament (for members only.)
         Fresh Meadows Country Club, Lake Success, NY
            Contact: 646-932-5532 or http://www.turnaround.org/

June 6, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Lien Loans: Working with a New Capital Structure
         The Westin Charlotte, NC
            Contact: 703-912-3309 or http://www.turnaround.org/

June 7, 2005
   NEW YORK INSTITUTE OF CREDIT
      NYIC 86th Annual Award Banquet
         New York Hilton and Towers, NYC
            Contact: 212-551-7920 or http://www.nyic.org/

June 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA-LI Women's Marketing Initiative: Afternoon Tea
         Milleridge Inn, Long Island, NY
            Contact: 516-465-2356 / 631-434-9500 or
                     http://www.turnaround.org/

June 9-10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Mid-Atlantic Regional Symposium
         Atlantic City, NJ
            Contact: 908-575-7333 or http://www.turnaround.com/

June 9-11, 2005
   ALI-ABA
      Chapter 11 Business Reorganizations
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

June 16-19, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Sixth Annual Astros Baseball Outing
         Minute Maid Park, Houston, TX
            Contact: 713-839-0808 or http://www.turnaround.org/

June 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Fifth Annual Charity Golf Outing
         Harborside International Golf Center, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

June 23-24, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Eighth Annual Conference on Corporate Reorganizations
      Successful Strategies for Restructuring Troubled Companies
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

June 24, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament
         RattleSnake Point Golf Club, Toronto
            Contact: http://www.turnaround.org/

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         The Centre Club Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night - Somerset Patriots Baseball
         Commerce Bank Ballpark, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      "Hands On" Turnarounds
         The Centre Club, Tampa, FL
            Contact: 703-912-3309 or http://www.turnaround.org/

July 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Long Island Chapter Manhattan Cruise (In Planning - Watch
      for Announcement)
         Departing from Manhattan
            Contact: 516-465-2356; 631-434-9500
            or http://www.turnaround.org/

July 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Law Review (in preparation for the CTP
      exam) [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

July 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

July 14-17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 21-22, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         Boston, MA
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Organizational Assessment and Intervention
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

July 27-30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Cambridge, Maryland
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 11-12, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         San Francisco, CA
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

August 12-13, 2005
   CENTER FOR ENTREPRENEURSHIP
      Insolvencies in Transition Economies
         S"dert"rns H"gskola University College, Stockholm, Sweden
            Contact: http://www.sh.se/enterforum/

August 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue TBA
            Contact: http://www.turnaround.org/

August 17-21, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      NABT Convention
         Marriott Marquis Times Square New York, NY
            Contact: 803-252-5646 or info@nabt.com

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Accounting Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

August 30, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon - Legal Roundtable (Regional Attorneys)
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

September 1-30, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Education Program
         Venue - TBA, Toronto, ON
            Contact: http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament and TMA Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, NY
            Contact: 716-667-3160 or http://www.turnaround.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA-LI Chapter Board Meeting
         Venue - TBA
            Contact: 516-465-2356 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Lender's Forum: Surviving Bank Mergers
         Milleridge Cottage, Long Island, NY
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

September 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Management Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel Luncheon
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Third Annual Workout Lenders Panel
         Union League Club New York, NY
            Contact: 908-575-7333 or http://www.turnaround.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 22-25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Cross-Border Conference
         Grand Hyatt Seattle, Seattle, WA
            Contact: 503-223-6222 or http://www.turnaround.org/

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint CFA/RMA/TMA Networking Reception
         Woodbridge Hilton, Iselin, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

October 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue to be announced
            Contact: http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

October 25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, Texas
            Contact: http://www.iwirc.com/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Center Club, Baltimore, MD
            Contact: 703-912-3309 or http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477 or http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Speaker/Dinner Event
         Fairmont Royal York Hotel, Toronto, ON
            Contact: http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact: http://www.ncbj.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, FL
            Contact: http://www.ncbj.com/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, AZ
            Contact: http://www.ncbj.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, NV
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***