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

           Thursday, May 19, 2005, Vol. 9, No. 117

                          Headlines

360NETWORKS: Asks for Judgment Against Asia Global Crossing
A. DIAMOND: Voluntary Chapter 11 Case Summary
AAIPHARMA INC: Selling Pharmaceutical Assets to Xanodyne for $170M
AFFINITY TECH: March 31 Balance Sheet Upside-Down by $1.6 Million
AIRNET COMMS: Posts $4.4 Million Net Loss in First Quarter

AMERICA WEST: Elects Four New Directors
AMERICAN BUSINESS: Court Converts Chapter 11 Cases to Chapter 7
AMERICAN BUSINESS: Section 341 Meeting Slated for June 16
AMERIQUEST MORTGAGE: Moody's Reviews Class B Cert.'s Ba2 Rating
AMRESCO COMMERCIAL: Moody's Reviews 5 Junk Ratings & May Downgrade

ASSET BACKED: Fitch Lowers Class B Rating to B- from BB
ATA AIRLINES: Gets Lease Decision Period Extended to July 5
ATA AIRLINES: Hires Skyworks as Financial Advisor
AVADO BRANDS: Wants to Assign Lease to San Jose Restaurant
AVADO BRANDS: Wants to Reject Don Pablo's #59 & Hops' #9 Leases

BEAR STEARNS: Moody's Reviews Cert.'s B2 Rating & May Downgrade
BERRY PLASTICS: Moody's Assigns B1 Rating to Proposed $465M Loan
BIOTIME INC.: March 31 Balance Sheet Upside-Down by $321,420
BREUNERS HOME: To Receive $17,947 from Lease Assignment
BUEHLER FOODS: Wants to Hire Sommer Banard as Bankruptcy Counsel

BUEHLER FOODS: Taps Argus Management as Financial Advisors
CANON COMMS: S&P Rates Proposed $95.5 Mil. Credit Facility at B
CANWEL BUILDING: Completes Plan of Arrangement & Public Offering
CATHOLIC CHURCH: Tucson Committee Proposes Estimation Protocol
COLLINS & AIKMAN: List of 50 Largest Unsecured Creditors

COLLINS & AIKMAN: Textron to Assess Exposure to Bankruptcy
CRANE RENTAL: Case Summary & 20 Largest Unsecured Creditors
DELPHI CORP: Weak Earnings Prompt S&P to Lower Ratings
DELPHI REAL: S&P Cuts Rating on Class A-2 Trust to B+
DPAC TECHNOLOGIES: Recurring Losses Trigger Going Concern Emphasis

DWANGO WIRELESS: Posts $3.4 Million Net Loss in First Quarter
ENUCLEUS INC.: Revenues Reach $1 Million in First Quarter
EQUITY INNS: Moody's Assigns B1 Rating to $65M Sr. Unsec. Debt
EXIDE TECHNOLOGIES: Covenant Violations Cue S&P to Pare Ratings
FALCON PRODUCTS: Moody's Withdraws Three Junk Ratings

FUJITA CORP: Judge Smith Formally Closes Bankruptcy Case
GARDEN RIDGE: Wants Until Aug. 29 to File Notices of Removal
GMAC COMMERCIAL: Fitch Rates $84.8 Million Class G Certs. at BB+
GREAT ATLANTIC: Moody's Affirms Seven Junk Ratings
GREATER SOUTHEAST: Fitch Withdraws D Rating on 1993 Revenue Bonds

HARD ROCK: Development Project Prompts S&P to Watch Ratings
HOMESIDE MORTGAGE: Fitch Lifts Series 1998-2 Class B-4 Rating
HOST MARRIOTT: Moody's Affirms Senior Unsecured Debt Rating at Ba3
INTEGRATED ELECTRICAL: Moody's Junks $173M Sr. Subordinated Notes
JACKSON COUNTY: S&P Holds Rating on Series 1994 Bonds at BB

JAMES GUIDRY: Case Summary & 4 Largest Unsecured Creditors
KITCHEN ETC: Taps Sulloway & Hollis as Special Litigation Counsel
KAISER ALUMINUM: Wants Removal Action Period Extended to Sept. 10
KMART CORP: Participates in Sears-Citibank Credit Card Deal
LENNAR CORP.: Strong Market Position Prompts S&P to Lift Ratings

LORAL SPACE: Wants Solicitation Period Extended to August 1
LSP ENERGY: Moody's Affirms Senior Secured Debt Rating at B1
LUCENT TECHNOLOGIES: Moody's Lifts Sr. Implied Debt Rating to B1
MAC TEK: Case Summary & 19 Largest Unsecured Creditors
MASTER ALTERNATIVE: Fitch Affirms Three Low-B Ratings

MIDWEST GENERATION: Moody's Assigns Ba3 Rating to $300M Facility
MIRANT CORP: Inks $2.35 Billion Commitment & Fee Letters
MIRANT CORP: Blackstone Will Produce Valuation-Related Documents
MIRANT CORP: RBS Wants Securities Trading Restrictions Lifted
MORTGAGE CAPITAL: Fitch Rates $22.7 Mil. Mortgage Class M at B-

NATIONAL WATERWORKS: S&P Continues to Watch Ratings
NEW WORLD PASTA: Wants Open-Ended Deadline to Decide on Leases
NORTH AMERICAN: S&P Junks Proposed $20 Million Second-Lien Loan
OMEGA TECHNOLOGIES: Case Summary & 22 Largest Unsecured Creditors
OMI TRUST: S&P Rating on Class B-1 Certificates Tumbles to D

OPTINREALBIG.COM: Wants Larry Bidwell as Accountant
OPTINREALBIG: Microsoft Wants Case Dismissed to Resume Litigation
PAKAM ORIENTAL: Case Summary & 20 Largest Known Creditors
POLYMER GROUP: Likely Sale Prompts S&P to Watch Ratings
RANCHO LAS FLORES: 281 Creditors Want Chap. 11 Trustee Appointed

RESIDENTIAL MORTAGE: Fitch Lowers Class B Cert. Rating to C
S3 INVESTMENT: Writes Down Securesoft Systems Investment
S3 INVESTMENT: Inks Settlement of La Jolla Cove Obligation
S3 INVESTMENT: Filing Lawsuit Against Former CEO Wayne Yamamoto
SALOMON BROTHERS: Fitch Holds C Rating on Class MF-3 Securities

SIERRA HEALTH: Fitch Upgrades Long-Term Debt Ratings to BB+
SHANNON SCHWEITZER: Case Summary & 7 Largest Unsecured Creditors
SOLANKI INVESTMENTS: Case Summary & 11 Largest Known Creditors
SOUTH FULTON: Fitch Withdraws Default Rating on Series 1993 Bonds
SPACEDEV INC.: Stockholders' Equity Soars by $6 Mil. for 1st Qtr.

S-TRAN HOLDINGS: Taps Pachulski Stang as Bankruptcy Counsel
S-TRAN HOLDINGS: Wants to Continue Hiring Ordinary Course Profs.
TERAFORCE TECH: March 31 Balance Sheet Upside-Down by $8.7 Mil.
TERRA INDUSTRIES: Moody's Lifts $131M Notes' Junk Rating to B2
TRANSDIGM INC: Moody's Confirms Low-B Ratings; Outlook is Stable

TRANSWESTERN PUBLISHING: Yell Group Buy Cues S&P's Watch Positive
UNIVERSAL ACCESS: Vanco Wins Bidding at $18.7 Million
UNOVA INC: Moody's Upgrades $100M Sr. Unsec. Notes to B2 from Caa1
US AIRWAYS: America West Mechanics Wary Over Merger
USG CORP: Asbestos PD Committee Wants to Tap LECG as Consultant

W.R. GRACE: Paying VP Richard C. Brown $375,000++ Per Year
WILLIAMS SCOTSMAN: S&P Rates $650 Million Secured Facility at B+
WINN-DIXIE: Hires DJM & Food Partners to Negotiate Leases
WINN-DIXIE: Wants to Reject Agreements & Equipment Leases
WINN-DIXIE: Wants to Set De Minimis Asset Sale Procedures

WORLDCOM INC: Mississippi Wants State Tax Determination Abstained
WORLDCOM INC: Bryan Pore Wants Stay Lifted to Pursue Action
YELL FINANCE: Moody's Affirms $549.9M Senior Notes' B1 Ratings

                          *********

360NETWORKS: Asks for Judgment Against Asia Global Crossing
-----------------------------------------------------------
On March 31, 2001, Global Crossing Bandwidth, Inc., and
360networks Corporation entered into a Master Agreement pursuant
to which, GC Bandwidth committed to provide 360networks Corp. with
the right to use certain telecommunications capacity, defined as
the "Asia Commitment," until March 30, 2003.  The Master Agreement
contains detailed and exclusive procedures for any "takedown" of
capacity by 360networks Corp.

360networks Corp. is a non-debtor affiliate of the Debtors.

In connection with the Master Agreement, Asia Global Crossing
Ltd. agreed to guarantee certain of GC Bandwidth's obligations,
which terms and conditions are set forth in a Guaranty by AGX in
favor of 360networks Holdings Ltd. and 360pacific Bermuda Ltd.,
dated as of March 30, 2001.

On January 28, 2002, Global Crossing, GC Bandwidth and certain of
their affiliates filed for Chapter 11 protection before the U.S.
Bankruptcy Court for the Southern District of New York.

On November 17, 2002, Asia Global Crossing sought bankruptcy
protection before the Southern District of New York Bankruptcy
Court and sold substantially all of its assets.  Judge Stuart M.
Bernstein presides over Asia Global Crossing's case.

360networks Corp. filed a $100 million claim against Asia Global
Crossing based on the AGX Guaranty.  Robert L. Geltzer, the
Chapter 7 Trustee appointed to oversee the liquidation of Asia
Global Crossing and its subsidiary, Asia Global Crossing
Development Co., initially objected to 360networks Corp.'s claim
on the basis that:

   (a) the underlying obligations between GC Bandwidth and
       360networks Corp. were settled; and

   (b) Asia Global Crossing's books and records do not
       substantiate the claim.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, in New
York, relates that the Chapter 7 Trustee effectively abandoned his
initially stated objections upon being reminded of the AGX
Guaranty as well as the fact that:

   (i) a settlement agreement between 360networks Corp. and
       GC Bandwidth expressly preserve any claim of 360networks
       Corp. under the AGX Guaranty; and

  (ii) the AGX Guaranty expressly provided that it would not be
       impacted by any settlement.

In subsequent discussions, the Trustee also asserted other claim
objection theories but after hearing from 360networks Corp.,
ultimately withdrew them.

Recently, the Trustee argued that the Master Agreement was an
executory contract that 360networks Corp. rejected pursuant to
360networks, Inc.'s Plan of Reorganization.  Based on that
presumption, the Trustee said 360networks Corp.'s alleged
rejection relieved Asia Global Crossing from its obligations under
the AGX Guaranty.

Mr. Lipkin contends that the Trustee's theory is based on several
incorrect premises, including that 360networks Corp. rejected
anything under the 360networks Inc. Plan.  Mr. Lipkin clarifies
that 360networks Corp. was neither a debtor in the 360networks,
Inc.'s Chapter 11 cases nor a party to the 360networks Inc.'s
Plan.  

The Trustee also argued that Asia Global Crossing should obtain a
$100 million windfall because 360networks Corp. did not make a
technical demand for capacity under the Master Agreement.  
However, Mr. Lipkin contends that the Trustee's argument is futile
because according to the Trustee, GC Bandwidth rejected the Master
Agreement effective just prior to GC Bandwidth's petition date.  
In effect, Mr. Lipkin argues, the Trustee has conceded there is no
legal basis for his argument that 360networks Corp. was obligated
to make a formal demand under an agreement that GC bandwidth had
rejected.

"It would be both illogical and inequitable to accept the
Trustee's position that 360networks [Corp.] should forfeit a
$100 million claim because 360networks [Corp.] did not go through
the charade of submitting a formal demand for capacity under an
agreement GC Bandwidth had breached and to obtain capacity GC
Bandwidth could not provide," Mr. Lipkin says.

Accordingly, 360networks Corp. asks the AGX Court for summary
judgment overruling the Trustee's Claim Objection in its entirety.

Mr. Lipkin asserts that 360networks Corp. is entitled to summary
judgment on all claims objection arguments by the Trustee because:

   (a) GC Bandwidth was the only party that breached the
       Master Agreement, not 360networks Corp., hence, Asia
       Global Crossing remains liable under the AGX Guaranty;

   (b) 360networks Corp. did not and could not have rejected the
       Master Agreement and, therefore, 360networks Corp. may
       enforce the AGX Guaranty;

   (c) 360networks Corp. was not paid in full under the
       Settlement Agreement.  Instead, 360networks received no
       payment for the Asia Commitment under the Settlement
       Agreement because GC Bandwidth provided no consideration
       other than a mutual release;

   (d) Section 502(d) of the Bankruptcy Code is inapplicable to
       the Trustee's alleged time barred fraudulent conveyance
       claim.  In effect, the Trustee's Objection is based solely
       on Asia Global Crossing's incurrence of an obligation, as
       opposed to being based on the making of a transfer that
       has not been repaid, which is what Section 502(d)
       requires; and

   (e) There are no defenses of GC Bandwidth available to defeat
       the 360networks Corp. Claim.  In any event, any defense
       was released under the Settlement Agreement.

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)


A. DIAMOND: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: A. Diamond Production, Inc.
        dba The Futon Shop
        fdba Futon Shop Franchise, Inc.
        The Futon Shop
        2150 Cesar Chavez St.
        San Francisco, California 94124

Bankruptcy Case No.: 05-31562

Type of Business: The Debtor is a retailer of futon frames, futon
                  mattresses and slip-covers.
                  See http://www.thefutonshop.com/

Chapter 11 Petition Date: May 17, 2005

Court: Northern District of California (San Francisco)

Debtor's Counsel: Morgan D. King, Esq.
                  Law Offices of Morgan D. King
                  Luso American Building
                  7080 Donlon Way #222
                  Dublin, California 94568
                  Tel: (925) 829-6363

Total Assets: $487,749

Total Debts:  $3,199,950

The Debtor does not have unsecured creditors who are not insiders.


AAIPHARMA INC: Selling Pharmaceutical Assets to Xanodyne for $170M
------------------------------------------------------------------
aaiPharma Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to approve the asset purchase
agreement with Xanodyne Pharmaceuticals, Inc., for substantially
all of the Debtors' Pharmaceutical Division assets, free and clear
of liens, claims, encumbrances, and other interests for:

   -- $170 million cash purchase price subject to certain
      adjustments,

   -- future royalties from Xanodyne's sale of certain of the
      pipeline products, and

   -- additional future royalties, if Xanodyne will exercise the
      option to purchase certain of the additional products
      developed by the Debtors.

Xanodyne will purchase:

   -- substantially all of the Debtors' currently marketed
      pharmaceutical products, including inventory;

   -- the rights to certain pipeline products, which the Debtors
      are currently developing;

   -- the option to purchase certain products being developed, or
      which may be developed in the future by the Debtors,
      concerning certain substances; and

   -- a 50% interest in an additional pipeline product.

The Debtors will also enter into a Services Agreement with
Xanodyne to which AAI Development will provide services to
Xanodyne on a going-forward basis.  The Debtors will also enter
into a Manufacturing Agreement with Xanodyne to which AAI
Development will continue to manufacture certain products for
Xanodyne.

Xanodyne will assume all liabilities of the Debtors that arise or
relate to the period post-closing and certain other obligations of
the Debtors.

There is a carve-out for any delay related to antitrust regulatory
approvals or Xanodyne's breach.  Beginning 90 days after May 10,
2005, there will be a $1.5 million reduction in the cash purchase
price, with a cap on the reduction of $6 million.  On the 120th
day following May 10, 2005, assuming the closing has not occurred,
Xanodyne may terminate the agreement.

                           Background

The Debtors operate through two divisions:

   -- Pharmaceuticals Division, and
   -- AAI Development Services.

Pharmaceuticals markets and commercializes the pharmaceutical
products that the Debtors have acquired or developed.  aaiPharma &
AAI LLC commercialize products in the pain management and critical
care therapeutic areas.  Their pain management products include
Duraclon, Schedule IV products like Darvon & Darvocet, and
Schedule II products like Methadone injectible, Roxicodone (R),
Roxanol (TM) and Oramorph (R).  Their critical care products are
used to treat organ rejection in kidney transplants and severe
asthma.

Pharmaceuticals' customers are primarily large, well-established
pharmaceutical wholesalers.

Through Development Services, the Debtors offer a comprehensive
range of pharmaceutical product development services to their
customers located worldwide.  These services include formulation
development, analyutical, microbiological, bioanalytical and
stability testing services, production scale-up, biotechnology
analysis, human clinical trials, regulatory and quality
consulting, and manufacturing.

Prior to the Petition Date, the Debtors recognized that they were
overleveraged.  The Debtors also had insufficient liquidity to
operate their business.

As a result, the Debtors determined to explore the possible sale
of the Pharmaceutical Assets:

   -- as an avenue to generate liquidity,

   -- to assist in the reorganization and growth of AAI
      Development, and

   -- to preserve the value of the Pharmaceutical Assets for the
      benefit of creditors.

Xanodyne submitted an offer that would:

   -- allow the Debtors to recognize significant value for the
      Pharmaceutical Assets,

   -- generate much needed liquidity for the Debtors, including a
      paydown of a significant amount of the Debtors' senior
      secured debt obligations, and

   -- assist in the restructuring of AAI Development.

In addition, the sale transaction with Xanodyne offered the
Debtors the opportunity to earn royalty revenue from the
Pharmaceutical Assets.

The Debtors believe that the consummation of the sale of the
Pharmaceutical Assets is reasonable, appropriate, in the best
interest of their estates and creditors, and will greatly
facilitate their emergence from chapter 11.

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


AFFINITY TECH: March 31 Balance Sheet Upside-Down by $1.6 Million
-----------------------------------------------------------------
Affinity Technology Group, Inc. (OTCBB:AFFI) reported that
revenues for the first quarter of 2005 were $4,412, with a net
loss of $129,625.  For the comparable period of 2004, revenues
were $254,412 and the Company reported a net loss of $122,990.  
The weighted average number of shares outstanding during the three
months ended March 31, 2005 was $42,159,292, compared to
$41,864,485 for the same period in 2004.

Joe Boyle, Chairman, President and Chief Executive Officer of
Affinity, stated, "Our first quarter was highlighted by our
receipt from the U.S. Patent and Trademark Office of a Notice of
Intent to Issue Ex Parte Reexamination Certificate on our second
loan processing patent (U.S. Patent No. 5,870,811).  Additionally,
as we announced recently, our noteholders agreed to amend our
convertible note purchase agreement to allow us to continue to
sell secured convertible notes, and we were able to raise an
additional $75,000 from the sale of convertible notes in May 2005.
Our third and final patent which covers the fully automated
establishment of financial and credit accounts (U.S. Patent No.
6,105,007), continues in reexamination.  Our near-term goals
continue to be the prosecution of the reexamination of U.S. Patent
No. 6,105,007 and attempting to raise additional capital."

                           About the Company

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

At Mar. 31, 2005, Affinity Technology Group, Inc.'s balance sheet
showed a $1,612,709 stockholders' deficit, compared to a
$1,452,569 deficit at Mar. 31, 2004.


AIRNET COMMS: Posts $4.4 Million Net Loss in First Quarter
----------------------------------------------------------
AirNet Communications Corporation (Nasdaq:ANCC) reported net
revenue of $5.2 million in the first quarter, compared to $4.0
million in the first quarter of 2004.  Gross margins for the first
quarter were $1.8 million or 35.5% compared to year ago margins of
$1.1 million or 27.5%.  Equipment margins improved from 19.4% in
the first quarter of 2004 to 30.6% in 2005 due to the improved
margins associated with SuperCapacity and RapidCell base station
product sales.  Services margins were 63.2% in first quarter 2005
compared to 54.5% in 2004.  Operating expenses for the first
quarter were $6.2 million compared to $6.4 million in the first
quarter of 2004 driven primarily by a decrease in research and
development expenses.  R&D expenses were $2.9 million versus $3.2
million in 2004 attributable to reduced spending on feature
development.

The loss from operations was $4.4 million, compared to a loss of
$5.3 million in the first quarter of 2004.  The loss from
operations included $2.3 million and $2.4 million, respectively of
non-cash stock option charges that resulted from the granting of
options to employees following the company's August 2003 senior
secured debt transaction.  The first quarter 2005 net loss
attributable to common stockholders was $4.6 million vs. $5.7
million loss in the first quarter of 2004.  Cash used in operating
activities for the first quarter was $1.9 million, compared to a
use of cash of $1.5 million in the first quarter of 2004.  This
increase in cash consumption was primarily impacted by the
quarterly fluctuations in inventory, accounts payable and accounts
receivable. Financing activity for the quarter generated $1.0
million of cash from the $16 million senior debt financing
completed in August 2003.  As of March 3, 2005, the Company has
received the full $16 million in proceeds, including all
installment payments, under this debt financing.

Per share amounts for the first quarter of 2005 results were based
on 12.5 million weighted average shares and exclude shares
issuable upon the conversion of the remaining unconverted Senior
Secured Convertible debt and shares underlying outstanding options
because the effect of including those shares would be anti-
dilutive.  

                             Outlook

"We are pleased to see such a strong interest in our products for
government communications applications.  We continue to receive
positive feedback from the ongoing evaluations and are customizing
our RapidCell solution for these customers' voice and data
requirements," said Glenn Ehley, president & CEO for AirNet
Communications.  "With the general availability of our
SuperCapacity product line, we are cautiously optimistic with
regard to a potential market field trial and ultimately winning
adaptive array business with a large operator."


                       About the Company

AirNet Communications Corporation is a leader in wireless base
stations and other telecommunications equipment that allow service
operators to cost-effectively and simultaneously offer high-speed
wireless Internet and voice services to mobile subscribers.
AirNet's patented broadband, software-defined AdaptaCell(TM) base
station solution provides a high-capacity base station with a
software upgrade path to the wireless Internet.  The Company's
AirSite(R) Backhaul Free(TM) base station carries wireless voice
and data signals back to the wireline network, eliminating the
need for a physical backhaul link, thus reducing operating costs.
AirNet has 69 patents issued or filed and has received the coveted
World Award for Best Technical Innovation from the GSM
Association, representing over 400 operators around the world.
More information about AirNet may be obtained by visiting the
AirNet Web site at http://www.airnetcom.com/

                         *     *     *

As reported in the Troubled Company Reporter on March 30, 2005,
the Company also disclosed that its independent registered public
accounting firm, BDO Seidman, LLP, had informed the Company that
its report issued with the Company's financial statements as of
and for the year ended December 31, 2004, will include a paragraph
that describes conditions that give rise to substantial doubt
about the Company's ability to continue as a going concern.  This
paragraph is consistent with the going-concern paragraph received
by the Company in fiscal years 2001 through 2003.  Such conditions
and management's plans concerning those matters will be disclosed
in the annual financial statements included in Form 10-K.


AMERICA WEST: Elects Four New Directors
---------------------------------------
America West Holdings Corporation (NYSE: AWA), parent company of
low-fare carrier America West Airlines, Inc., reported the results
of its annual stockholders' meeting held in Phoenix.

Stockholders voted to elect the four directors nominated by the
Board of Directors: Matthew J. Hart, Robert J. Miller, W. Douglas
Parker and John F. Tierney, to three-year terms expiring at the
Company's 2008 annual meeting.

America West -- http://www.americawest.com/-- operates more than   
900 flights daily to 95 destinations in the U.S., Canada, Mexico
and Costa Rica.  The airline's 13,500 employees are proud to offer
a range of services including more destinations than any other
low-cost carrier, first-class cabins, assigned seating, airport
clubs and an award-winning frequent flyer program.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Standard & Poor's Ratings Services placed selected ratings on
America West Holdings Corp. and subsidiary America West Airlines
Inc., including the 'B-' corporate credit rating on both, on
CreditWatch with negative implications.  Ratings on selected
enhanced equipment trust certificates (EETCs) of America West
Airlines Inc., which were placed on CreditWatch on Feb. 24, 2005,
as part of an industry wide review of aircraft-backed debt, remain
on CreditWatch.

"The CreditWatch placement is based on the potential combination
of America West with US Airways Inc. (rated 'D'), the major
operating subsidiary of US Airways Group Inc. (rated 'D'), both
currently operating under Chapter 11 bankruptcy protection," said
Standard & Poor's credit analyst Betsy Snyder.  "The combination
could present significant labor integration and financial
challenges, depending on how any such combination is structured."


AMERICAN BUSINESS: Court Converts Chapter 11 Cases to Chapter 7
---------------------------------------------------------------
The Hon. Mary Walrath of the United States Bankruptcy Court for
the District of Delaware converted American Business Financial
Services, Inc., and its debtor-affiliates' chapter 11 cases to
proceedings under chapter 7 so that a Chapter 7 trustee can pursue
a liquidation of the Debtors' remaining assets and preserve any
causes of action.

Judge Walrath further orders that:

   (1) The Debtors will file a schedule of current income,
       current expenditures, all monthly operating reports and
       statement of intention, if applicable, within June 17,
       2005, as required by Section 521(1)(2) of the Bankruptcy
       Code.

   (2) The Debtors will file all applicable financial statements
       in a timely manner.

   (3) Each professional employed under Section 327 or 1103 of
       the Bankruptcy Code will file an application for
       compensation for outstanding fees and expenses incurred
       during the Debtors' Chapter 11 administration or,
       alternatively, turn over retainers, which the Court has
       not authorized the professional to use to the appointed
       Chapter 7 trustee within 60 days as of May 17, 2005.

Mark J. Packel, Esq., at Blank Rome, LLP, in Wilmington, Delaware,
tells Judge Walrath that since the Petition Date, considerable
activity has taken place in the Debtors' Chapter 11 cases,
including:

   -- multiple contested financing hearings;

   -- the resignation of initial trustees and appointment of
      successor indenture trustees for both of the Debtors'
      Collateralized Note Indentures, in the midst of
      negotiations; and

   -- the United States Trustee's request to appoint a Chapter 11
      trustee, which was resolved with a consensual order
      directing the U.S. Trustee to appoint an Examiner with a
      scope of investigation approved by the Debtors, followed by
      the Examiner's commencement on the conduct of his
      investigation.

In addition, the Court approved and the Debtors completed the sale
of the Debtors' servicing business to Ocwen Federal Bank FSB.

As a result of these activities, Mr. Packel relates, the Debtors
were delayed in implementing their business plan which led David
Coles, the Chief Restructuring Officer, to recommend and the Board
of Directors to authorize an orderly wind-down and liquidation of
the Debtors' businesses.

Mr. Packel informs the Court that before the wind-down activities
were commenced, all major parties in the Debtors' cases were
consulted, including:

   * Greenwich Capital Corp.,
   * the Official Committee of Unsecured Creditors,
   * the Collateralized Note Trustees, and
   * the monoline insurers.

The wind-down included, among other things, a significant
reduction in the Debtors' workforce, the rejection of many of the
Debtors' real property leases and other leases and executory
contracts and the sale of certain of the Debtors' assets,
including the sale or abandonment of de minimis assets.

Mr. Packel relates that as part of the wind-down plan, the
Debtors:

   (a) terminated the employment of all or substantially all of
       the employees in their Maryland, Texas and California
       branch offices;

   (b) closed the Branch Offices;

   (c) rejected real property leases and, as appropriate, certain
       other leases and executory contracts related to the Branch
       Offices;

   (d) secured and provided for the delivery to Philadelphia of
       business records and other property situated at the Branch
       Offices;

   (e) continued to secure and store the business records and
       other property located at the Branch Offices; and

   (f) are in the process of selling or abandoning all or
       substantially all of the assets, if any, associated with
       the Branch Offices.

Also during this time, the Debtors terminated a significant number
of employees in the Philadelphia headquarters, attempted to market
assets in Philadelphia, and have been securing and consolidating
their records at the Philadelphia location.

Notwithstanding significant effort by the CRO, Mr. Packel states
that the Debtors have been unable to reach a consensus with the
secured and unsecured creditor representatives to conclude the
Debtors' cases through a Chapter 11 plan of liquidation.

Accordingly, on May 14, 2005, Greenwich Capital sent a notice of
an Event of Default under the terms of a DIP loan and security
agreement, pursuant to a Court's order entered March 10, 2005.

Moreover, in a separate order, the Debtor's counsel, in
coordination with the claims agent, is required to provide the
Court with these documents by May 27, 2005:

   * an updated list of creditors,
   * an updated Bankruptcy Rule 2002 notice list,
   * an updated claims register, and
   * all original claims.

Upon compliance with the Court's Order, the Claims Agent is
released from any responsibilities in the Debtors' cases.

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


AMERICAN BUSINESS: Section 341 Meeting Slated for June 16
---------------------------------------------------------
In light of the conversion of American Business Financial
Services, Inc., and its debtor-affiliates' Chapter 11 cases to a
case under Chapter 7, the U.S. Trustee for Region 3 will convene a
meeting of creditors on June 16, 2005, at 3:00 p.m., at 844 King
Street, Room 2112, in Wilmington, Delaware.  This is the meeting
of creditors required under U.S.C. Sec. 341(a) in all bankruptcy
cases.

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


AMERIQUEST MORTGAGE: Moody's Reviews Class B Cert.'s Ba2 Rating
---------------------------------------------------------------
Moody's Investors Service has placed under review for possible
upgrade twenty seven certificates from eleven deals originated by
Ameriquest Mortgage Company.  The transactions, issued in
2000-2002, are backed by first lien adjustable- and fixed-rate
subprime mortgage loans.  The certificates are being placed on
review for upgrade based on the level of credit enhancement
provided by the excess spread, overcollateralization, and the
subordinate classes.  The projected pipeline losses are not
expected to significantly affect the credit support for these
certificates.  The seasoning of the loans and low pool factor
reduces loss volatility.

The most subordinate class from Ameriquest Mortgage Securities,
Inc., Series 2002-3 deal is placed on review for possible
downgrade.  The review was prompted by existing credit enhancement
levels being low given the current projected losses on the
underlying pool.  The transaction has taken losses and pipeline
loss could cause eventual erosion of the overcollateralization.

Moody's complete rating actions are:

Review for upgrade:

  Issuer: Ameriquest Mortgage Securities, Inc

   * Series 2000-1; Class M2, current rating A2, under review for
     possible upgrade

   * Series 2000-1; Class M3, current rating Baa2, under review
     for possible upgrade

   * Series 2000-2; Class M2, current rating A2, under review for
     possible upgrade

   * Series 2000-2; Class M3, current rating Baa2, under review
     for possible upgrade

   * Series 2002-1; Class M1, current rating Aa2, under review for
     possible upgrade

   * Series 2002-1; Class M2, current rating A2, under review for
     possible upgrade

   * Series 2002-1; Class M3, current rating Baa2, under review
     for possible upgrade

   * Series 2002-2; Class M1, current rating Aa2, under review for
     possible upgrade

   * Series 2002-2; Class M2, current rating A2, under review for
     possible upgrade

   * Series 2002-2; Class M3, current rating Baa2, under review
     for possible upgrade

   * Series 2002-3; Class M1, current rating Aa2, under review for
     possible upgrade

   * Series 2002-3; Class M2, current rating A2, under review for
     possible upgrade

   * Series 2002-4; Class M1, current rating Aa2, under review for
     possible upgrade

   * Series 2002-4; Class M2, current rating A2, under review for
     possible upgrade

   * Series 2002-4; Class M3, current rating Baa2, under review
     for possible upgrade

   * Series 2002-5; Class M1, current rating Aa2, under review for
     possible upgrade

   * Series 2002-5; Class M2, current rating A2, under review for
     possible upgrade

   * Series 2002-AR1; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2002-AR1; Class M2, current rating A2, under review
     for possible upgrade

   * Series 2002-AR1; Class M3, current rating Baa2, under review
     for possible upgrade

  Issuer: Ace Securities Corporation Home Equity Loan Trust

   * Series 2001-AQ1; Class M1, current rating Aa2, under review
     for possible upgrade

  Issuer: Chase Funding Loan Acquisition Trust

   * Series 2002-C1; Class 1M1, current rating Aa2, under review
     for possible upgrade

   * Series 2002-C1; Class 1M2, current rating A2, under review
     for possible upgrade

   * Series 2002-C1; Class 2M1, current rating Aa2, under review
     for possible upgrade

   * Series 2002-C1; Class 2M2, current rating A2, under review
     for possible upgrade

  Issuer: SAND Trust 2001-1 Asset Backed Certificates

   * Series 2001-1; Class M2, current rating Baa2, under review
     for possible upgrade

   * Series 2001-1; Class B, current rating Ba2, under review for
     possible upgrade

Review for downgrade:

  Issuer: Ameriquest Mortgage Securities, Inc.

   * Series 2002-3; Class M4, current rating Baa3, under review
     for possible downgrade


AMRESCO COMMERCIAL: Moody's Reviews 5 Junk Ratings & May Downgrade
------------------------------------------------------------------
Moody's Investors Service has placed twenty classes of Amresco's
franchise loan securitizations on review for possible downgrade.
The complete rating action is:

Issuer: ACLC Business Loan Receivables Trust 1998-2

   * $62,798,000 6.686% Class A-3 Notes, currently rated A2, on
     review for possible downgrade

   * $13,154,000 6.850% Class B Notes, currently rated Ba2, on
     review for possible downgrade

   * $15,615,538 7.390% Class C Notes, currently rated Caa2, on
     review for possible downgrade

Issuer: ACLC Business Loan Receivables Trust 1999-1

   * $ 18,033,960 6.940% Class A-2 Notes, currently rated Baa3, on
     review for possible downgrade

   * $100,347,000 7.385% Class A-3 Notes, currently rated B1, on
     review for possible downgrade

   * $ 12,623,979 7.710% Class B Notes, currently rated Caa3, on
     review for possible downgrade

Issuer: ACLC Business Loan Receivables Trust 1999-2

   * $79,995,055 Floating Rate Class A-3A Notes, currently rated
     Aaa, on review for possible downgrade

   * $23,198,566 7.930% Class A-3F Notes, currently rated Aaa, on
     review for possible downgrade

   * $25,498,424 8.745% Class B Notes, currently rated A3, on
     review for possible downgrade

   * $ 5,099,685 9.000% Class C Notes, currently rated Baa2, on
     review for possible downgrade

   * $20,398,739 9.350% Class D Notes, currently rated B1, on
     review for possible downgrade

Issuer: ACLC Business Loan Receivables Trust 2000-1

   * $58,194,841 Floating Rate Class A-3A Notes, currently rated
     Baa2, on review for possible downgrade

   * $12,979,316 8.030% Class A-3F Notes, currently rated Baa2, on
     review for possible downgrade

   * $16,275,000 8.390% Class B Notes, currently rated Caa1, on
     review for possible downgrade

   * $ 5,250,000 8.630% Class C Notes, currently rated Ca, on
     review for possible downgrade

Issuer: ACLC Business Loan Receivables Trust 2002-1

   * $39,810,292 7.462% Class A-2 Notes, currently rated Aa1, on
     review for possible downgrade

   * $ 9,904,024 7.801% Class B Notes, currently rated A1, on
     review for possible downgrade

   * $ 7,962,058 8.768% Class C Notes, currently rated Ba1, on    
     review for possible downgrade

   * $ 5,049,110 10.018% Class D Notes, currently rated Ba3, on
     review for possible downgrade

   * $ 2,767,301 8.000% Class E Notes, currently rated Caa1, on
     review for possible downgrade

The rating actions are the result of high delinquency and default
rates that the deals continue to suffer in the last several
months.  The review will focus on:

   * the historical recoveries of defaulted loans;

   * the timing of receipt of such recovery proceeds by the
     related trusts;

   * the existing and potential future defaults; and

   * the current credit enhancement available for each class.

AMRESCO Commercial Finance, LLC. is the servicer on all the listed
securities and was a franchise lender that stopped originating
loans in 2002.


ASSET BACKED: Fitch Lowers Class B Rating to B- from BB
-------------------------------------------------------
Fitch Ratings has taken rating actions on the following Asset
Backed Funding Corporation's mortgage loan asset-backed
certificates, series 2001-AQ1, home equity loan transaction:

         -- Class A-6 affirmed at 'AAA';
         -- Class A-7 affirmed at 'AAA';
         -- Class M-1 affirmed at 'AA';
         -- Class M-2 downgraded to 'BBB' from 'A';
         -- Class B downgraded to 'B-' from 'BB'.

Classes A-1 through A-5 have been paid in full.  The affirmations
of the remaining A classes, as well as the M-1 class ($24,306,015
in aggregate), reflect credit enhancement consistent with future
loss expectations.  The downgrade of the M-2 and the B class
($4,787,814 outstanding) reflects the potential negative impact of
the loan performance issues on these bonds.

The monthly excess interest has averaged approximately $85,401
during the past three months, and the monthly losses have averaged
$204,159 during the same period.  This has resulted in an average
monthly reduction of approximately $118,758 to the available
credit support.  In addition, the 90 plus delinquencies have
averaged 24.55% of the current pool balances during this period.

As of the April 20, 2005 distribution date, the
overcollateralization was $310,241.09, with a target of
$1,167,565.18.  The pool factor (loan principal outstanding as a
percentage of the loan principal at closing) currently stands at
12.59%.

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


ATA AIRLINES: Gets Lease Decision Period Extended to July 5
-----------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Indiana extended the period within which ATA Airlines, Inc., and
its debtor-affiliates may assume, assume and assign, or reject
unexpired non-residential real property leases, to and including
the earlier of July 5, 2005, or the date on which a plan of
reorganization is confirmed.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Hires Skyworks as Financial Advisor
-------------------------------------------------
ATA Airlines, Inc., sought and obtained the United States
Bankruptcy Court for the Southern District of Indiana's authority
to employ SkyWorks Capital LLC and SkyWorks Securities LLC.

SkyWorks will provide financial advisory services in conjunction
with the Debtors' fleet restructuring.  Pursuant to an Engagement
Letter, SkyWorks will:

   (a) familiarize itself with ATA Airlines' overall business
       plan and fleet plan, and provide guidance and feedback to
       ATA as to what may be required by aircraft financiers who
       may seek to finance or lease aircraft to ATA;

   (b) familiarize itself with the market for specific aircraft
       types which ATA is targeting for the Aircraft Acquisition
       Program to assist ATA in determining which aircraft types
       will work best in its business plan and fleet plan, and
       develop alternatives or creative solutions to help ATA
       achieve its fleet objectives;

   (c) provide ATA, from time to time, with advice about fleet
       planning and operations;

   (d) familiarize itself with the Aircraft specifications that
       ATA would seek to obtain in order to better define its
       search for the Aircraft;

   (e) develop, with the assistance of ATA, a request for
       proposals and information memorandum for potential
       lessors, sellers and financiers of the Aircraft.  This RFP
       will include materials detailing ATA's business plan and
       fleet plan for targeted lessors and financiers;

   (f) upon receipt of a Written Directive, identify and approach
       lessors, sellers and financiers of the aircraft types and
       quantities identified in the Written Directive on behalf
       of ATA;

   (g) assist in the negotiation of letters of intent, in
       conjunction with ATA and its legal advisors, for Aircraft
       to be acquired under the Aircraft Acquisition Program
       through either leases or purchases/financings; and

   (h) assist in the negotiation of formal documentation, in
       conjunction with ATA and its legal advisors, for Aircraft
       to be acquired under the Aircraft Acquisition Program
       through either leases or purchases/financings.

The professionals at SkyWorks "have over 100 years of combined
experience in investment banking and in finance-related management
positions at commercial airlines," Melissa M. Hinds, Esq., at
Baker & Daniels, in Indianapolis, Indiana, tells Judge Lorch.  
SkyWorks' present and former clients include various secured
creditors of Air Canada, AirTran Airways, American Airlines,
Frontier Airlines, Jet Blue Airways, and Independence Air.

SkyWorks will use reasonable efforts to avoid duplicating the
services of other professionals, including Huron Consulting Group,
LLC and Simat, Helliesen and Eichner, Inc., a consulting firm that
the Debtors will seek to employ.

In exchange for SkyWorks' services, ATA Airlines will pay:

   (1) Retainer Fees of:

       -- $50,000 upon execution of the Engagement Letter and
          Court-approval of the Application and

       -- $25,000 each month thereafter.

       At any point after $100,000 of Retainer Fees have
       been paid, either party may determine, in its sole
       discretion, to discontinue the Retainer Fee and at the
       same time, SkyWorks would no longer be required to
       provide services to ATA;

   (2) Aircraft Acquisition Success Fees for aircraft acquired by
       either lease or purchase:

       -- $95,000 for each Narrowbody Aircraft and

       -- $105,000 for each Widebody Aircraft; and

   (3) a Financing Success Fee of 50 basis points of the loan
       amount arranged by SkyWorks through a third-party lender
       in connection with Aircraft acquired by ATA as an owned
       asset, in addition to the Aircraft Acquisition Success
       Fee.

In addition, ATA will reimburse SkyWorks for its reasonable out-
of-pocket expenses incurred in connection with the services to be
provided, within 20 days of receipt of an invoice.

Jeffrey S. Craine, Vice President of SkyWorks Capital, assures the
Court that the firm does not hold or represent an interest adverse
to the Debtors' estates.  The firm does not have any connections
and will not represent interested parties in the Debtors'
bankruptcy cases.  Mr. Craine attests that the principals and
employees of SkyWorks are "disinterested persons" under Section
101(14) of the Bankruptcy Code.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AVADO BRANDS: Wants to Assign Lease to San Jose Restaurant
----------------------------------------------------------
Avado Brands, Inc., seeks permission from the U.S. Bankruptcy
Court for the Northern District of Texas, Dallas Division, to
assume and assign a non-residential real property lease for
premises located at 16815 Caldwell Creek Drive in Huntersville,
North Carolina, to San Jose Restaurant of Huntersville.  The
Debtor will also sell certain personal property within the
premises.

San Jose Restaurant will pay Avado $75,000 for the sale and
assignment of the lease.

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. 04-1555).  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 Felsenthal confirmed
Avado's Modified Plan of Reorganization on April 26, 2005.


AVADO BRANDS: Wants to Reject Don Pablo's #59 & Hops' #9 Leases
---------------------------------------------------------------
Avado Brands, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Texas, Dallas Division, for permission to
reject its Don Pablo's #59 and Hops' #9 leases.

Avado tells the Court that the real property leases are for
premises located in Pittsburgh and Orange County, which are no
longer necessary in its operations.  Avado tried selling its
interest in the leases but received no offers.

In an effort to reduce administrative costs, Avado determines that
rejecting the leases is in the best interests of its estates.

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. 04-1555).  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 Felsenthal confirmed
Avado's Modified Plan of Reorganization on April 26, 2005.


BEAR STEARNS: Moody's Reviews Cert.'s B2 Rating & May Downgrade
---------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade one certificate previously issued by Bear Stearns Asset
Backed Securities Inc., 1999-2.  The securitization is backed by
fixed-rate and adjustable-rate subprime mortgage loans that have
multiple originators, including:

   * ContiMortgage Corporation,
   * Amresco Residential Mortgage Corporation, and
   * Provident Funding Associates, L.P.  

EMC Mortgage Corporation is servicing 1999-2.

This subordinate fixed-rate certificate has been placed under
review for possible downgrade because existing credit enhancement
levels may be low given the current projected losses on the
underlying pools.  The transaction has taken significant losses
causing gradual erosion of the overcollateralization.  The 1999-2
fixed-rate pool has realized cumulative losses of 6.29% as of
April 25, 2005.

Moody's complete rating action is:

Issuer: Bear Stearns Asset Backed Securities, Inc.

Review for Downgrade:

   * Series 1999-2; Class BF, current rating B2, under review for
     possible downgrade


BERRY PLASTICS: Moody's Assigns B1 Rating to Proposed $465M Loan
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Berry Plastics
Corporation and assigned a B1 rating to its proposed incremental
$465 million first lien term loan, which is an add-on to its
existing senior secured credit facility.  The ratings actions
arise from Berry Plastics' intended acquisition of Kerr Group,
Inc. ("Kerr" having a B1 senior implied rating and a stable
ratings outlook) for approximately $445 million including
repayment of existing indebtedness and excluding fees.

This proposed all debt financed acquisition represents the largest
purchase in Berry Plastics' history.  In Moody's opinion, the
attractiveness of Kerr's intellectual property, research and
development capabilities, and regulatory process approvals for
healthcare packaging are reflected in the seemingly rich purchase
price (estimated to be over 7 times the target's EBITDA).

Moody's took these ratings actions for Berry Plastics:

   -- Assigned B1 rating to the proposed $465 million add-on first
      lien senior secured term C loan through an amendment of the
      existing credit agreement, maturity is to be concurrent with
      the term B loans;

   -- Assigned B1 rating for the proposed senior secured credit
      revolver of $100 million with add-on capabilities of up to
      $150 million, maturing on March 31, 2010;

   -- Affirmed B1 rating for the existing approximately $331
      million term B loans outstanding, now maturing concurrently
      with the proposed add-on term C loan;

   -- Affirmed B3 rating for the existing $344 million 10.75%
      senior subordinated notes, due 2012; and

   -- Affirmed B1 senior implied rating

The ratings outlook is stable.

The ratings are subject to the review of final documentation.  
Upon closing of the proposed acquisition and repayment of the
outstanding senior secured bank debt (rated B1) at Kerr, all
ratings for Kerr will be withdrawn.  Also, the rating of Berry's
existing $100 million senior secured revolver has been withdrawn.

The affirmation of the ratings acknowledges the sound operating
performance of each company independently as they continue to
navigate industry-wide business challenges that are likely to
persistently pressure margins throughout the near term (e.g. high
resin, freight, fuel, and other operating costs combined with
pricing pressure and the need for meaningful capital spending to
support volume, efficiency, and growth).  The ratings also
incorporate the significant invested equity of Berry's investor
group, led by Goldman Sachs Capital Partners, JP Morgan Capital
Partners, and senior management, collectively in excess of
$330 million since 2002 for which there have not been any
distributions to date.

The ratings reflect the complementary nature of the proposed
acquisition given the minimal overlap of customers or products and
because each company brings different competencies, technologies,
and platforms upon which the other should be poised to leverage.
Throughout the rating horizon, Moody's expects Kerr's presence in
the profitable and growing healthcare specialty plastic closures,
containers, vials, and tubes (approximately one-third of its
estimated $375 million consolidated revenue at December 31, 2004)
to benefit from the improved resources that Berry Plastics will
afford while the latter is expected to leverage the introduction
of those new capabilities to its businesses.  Pro forma for the
combination, EBITA return on assets is expected to remain slightly
in excess of 10%, which denotes solid profitability.

Despite Moody's favorable view of the proposed combination, the
rating agency's continued expectation of solid operating
performances for both companies, and Berry Plastics' proven record
of solid integration and rapid post-acquisition debt reduction as
done with its approximately $228 million all-in purchase of Landis
Plastics, Inc. during the fourth quarter of 2003, the ratings also
reflect stretched credit statistics pro forma for the proposed
transactions which place the combined Berry Plastics at the
maximum tolerance point for the existing ratings categories.

Pro- forma financial leverage is high with free cash flow to total
debt before meaningful lease adjustments expected to be well below
5% throughout the intermediate term and debt to combined EBIT at
approximately 8 times (over 5 times EBITDA).  Pro forma coverage
of interest expense should be acceptable as EBIT coverage is
anticipated to be roughly 1.5 times (approximately 3 times EBITDA
coverage).

Senior financial leverage is aggressive for the B1 rating at
approximately 3.7 times pro forma EBITDA (including approximately
$21 million of capital leases).  Any increase in senior leverage
could trigger a downgrade in the B3 rating for the senior
subordinated notes.  Additionally, any sustained increase in the
level of senior obligations at Berry Plastics or at the non-
guarantor subsidiaries would deepen the subordination of the notes
and could also trigger a downgrade in the notes' rating.

The stable ratings outlook is highly sensitive to the pro forma
combined company's ability to remain on plan with financial
expectations, specifically to remain free cash flow positive and
use all available resources to meaningfully reduce financial
leverage in the near term.  Negative variance under integration or
operating expectations could trigger a change in the ratings
outlook to negative from stable.  While Moody's longer term view
of Berry Plastics is stable, the absence of meaningful cushion
under pro forma credit statistics undermines stability during the
near term.

Adequate liquidity expected throughout the next few quarters
provides some comfort to near term stability in the ratings as
combined cash from operations is expected to satisfy working
capital and non-extraordinary capital expenditures.  Minimal
advances under the proposed $150 million revolver are expected (on
average, approximately $13 million of letters of credit should be
outstanding).  Average cash on hand will likely be modest at
around $3 million.  Liquidity is also expected to benefit from net
operating losses at Kerr and no expectation of meeting a modest
earnout associated with one of Kerr's prior acquisitions.  
Although financial covenants were not finalized at the time of
this review, they are expected to be set at standard advances of
plan, thus providing satisfactory headroom.

The B1 rating for the amended credit facility and incremental term
loan reflects its priority position in the capital structure and
the expectation of collateral coverage in the event of default.
The magnitude of committed secured facilities (approximately 70%
of total pro forma debt) precluded notching above the B1 senior
implied rating.  Guarantees, security, representations and
warranties, etc. are expected to be substantially similar to those
set forth in the existing credit agreement.  Additionally, the
amended facility will include the ability to incur incremental
term loans of up to approximately $150 million on an uncommitted
basis subject to certain defined conditions.

The B3 rating for the senior subordinated notes is under pressure
given the substantial amount of pro forma senior debt
(approximately $820 million) and concern regarding structural
subordination to senior obligations at non-guarantor subsidiaries,
which is expected to account for approximately 20% of total pro
forma consolidated assets.

Headquartered in Evansville, Indiana, Berry Plastics Corporation
is a leading manufacturer and supplier of a diverse mix of rigid
plastic packaging products focused on:

   * open-top containers,
   * closures,
   * aerosol overcaps,
   * drink cups, and
   * housewares.  

At December 31, 2004, revenue was approximately $814 million.

Headquartered in Lancaster, Pennsylvania, Kerr Group, Inc. is a
producer of specialty closures and containers for the healthcare,
food and beverage, and personal care markets.  At December 31,
2004, revenue was approximately $375 million.  The controlling
shareholder of Kerr Group, Inc. is Fremont Partners.


BIOTIME INC.: March 31 Balance Sheet Upside-Down by $321,420
------------------------------------------------------------
BioTime, Inc. (Amex: BTX) reported financial results for the first
quarter ended March 31, 2005.

BioTime's total quarterly revenue increased 46% to $191,083 for
the first quarter of 2005, from $130,700 for the same period last
year.

Royalty revenues from Hextend(R) product sales in the United
States and Canada by Hospira increased 43% to $165,321 for the
first quarter of 2005, from $115,887 during the same period last
year.  The Company recognizes royalty revenues in the quarter in
which the sales report is received, rather than the quarter in
which the sales took place.  Therefore, revenues for the three
months ended March 31, 2005 included royalties on sales made by
Hospira during the three months ended December 31, 2004.

License revenue increased 74% to $25,762 for the first quarter of
2005, from $14,813 during the same period last year.  License
revenue reflects recognition of revenue under our license
agreement with CJ Corp.  Under this agreement the Company have
received to date $586,000, net of foreign taxes and finders' fees,
which is being recognized over future periods through March 2011.

BioTime received $148,727 in royalties from Hospira based on
Hextend sales during the three months ended March 31, 2005.  This
revenue will be recognized in the Company's financial statements
for the second quarter ending June 30, 2005.  Royalty revenues
decreased 18% from the $181,275 in royalties received during the
same period last year due to a decline in sales to the United
States Armed Forces during the period.  The Armed Forces purchase
Hextend through intermittent, large volume orders, which makes it
difficult to predict sales to them in subsequent quarters.  During
the first quarter of 2004, U.S. Armed Forces purchased a large
quantity of Hextend.  Hextend continues to be the preferred
resuscitation fluid of the U.S. Special Operations Command, and
U.S. military personnel are being deployed around the world with
Hextend.

BioTime reported a net loss of $726,590, for the three months
ended March 31, 2005, compared to a net loss of $1,642,942, for
the three months ended March 31, 2004.  Net loss in the first
quarter of 2004 included interest expense of $1,106,392
attributable to the fair value of additional consideration given
to debenture holders in connection with the exchange of debentures
for BioTime stock and warrants.

Cash and cash equivalents totaled $711,766 at March 31, 2005,
compared with $1,370,762 at December 31, 2004.  Cash position at
March 31, 2005 does not include an additional $450,000 that the
Company received during April 2005 under the agreement for the
development of Hextend and PentaLyte in an overseas market, and
the $148,727 it received as a royalty payment from Hospira for
sales of Hextend during the first quarter of this year.  

                     About the Company

BioTime Inc. -- http://www.biotimeinc.com/--, headquartered in  
Berkeley, California, develops blood plasma volume expanders,
blood replacement solutions for hypothermic (low temperature)
surgery, organ preservation solutions and technology for use in
surgery, emergency trauma treatment and other applications.  
BioTime's lead product Hextend is manufactured and distributed in
the U.S. and Canada by Hospira, Inc. and in South Korea by CJ
Corp. under exclusive licensing agreements.

Hextend(R), PentaLyte(R), and HetaCool(R) are registered
trademarks of BioTime, Inc.

At Mar. 31, 2005, BioTime Inc.'s balance sheet showed a $321,420
stockholders' deficit, compared to a $344,770 positive equity at
Dec. 31, 2004.


BREUNERS HOME: To Receive $17,947 from Lease Assignment
-------------------------------------------------------
Montague S. Claybrook, the Chapter 7 Trustee for Breuners Home
Furnishings Corp. and its debtor-affiliates, sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to assume a lease for real property and improvements
located at 3773 Redwood Highway in San Rafael, California.  The
Trustee will assign the San Rafael Lease to SPI Breuners San
Rafael, LLC.  SPI Breuners will pay the Debtors $17,947 for the
leasehold rights to the property.

The Court ruled that the SPI San Rafael assignment is fair and
reasonable and will provide a greater recovery to the estates than
any other available alternative.

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.


BUEHLER FOODS: Wants to Hire Sommer Banard as Bankruptcy Counsel
----------------------------------------------------------------          
Buehler Foods, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Indiana for
permission to employ Sommer Banard Attorneys, P.C., as their
general bankruptcy counsel.

Sommer Banard is expected to:

   a) prepare pleadings and applications and conduct examinations
      incidental to administration of the Debtors' bankruptcy
      cases;

   b) advise the Debtors their rights, duties, and obligations
      as debtors-in-possession in the continued operation of their
      businesses and management of their properties;

   c) perform the legal services incidental and necessary to the
      day-to-day operations of the Debtors' businesses, including
      institution and prosecution of necessary legal proceedings,
      loan restructuring, and general business and corporate legal
      advice and assistance, which are all necessary to the proper
      preservation and administration of the Debtors' estates;

   d) negotiate and prepare a proposed plan of reorganization and
      assist in the confirmation and consummation of that plan;
      and

   e) perform all other legal services that are necessary and
      required in the Debtors' chapter 11 cases.

Jerald I. Ancel, Esq., a Director at Sommer Banard, is the lead
attorney for the Debtors.  Mr. Ancel discloses that the Firm
received a $125,000 retainer.  Mr. Ancel charges $425 per hour for
his services.

Mr. Ancel reports Sommer Banard's professionals bill:

    Professional           Designation    Hourly Rate
    ------------           -----------    -----------
    Steven Ancel           Counsel           $425
    Marlene Reich          Director          $350
    R.C. Richmond, III     Director          $320
    Michael P. O'Neil      Director          $350
    Paul Deignan           Director          $350
    James R.A. Dawson      Associate         $225
    Jeffrey J. Graham      Associate         $215
    Andrew J. Kight        Associate         $215
    John Humphrey          Associate         $250
    David J. Bayt          Associate         $200
    Celeste A. Brodnik     Paralegal         $180

Sommer Banard assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in Jasper, Indiana, Buehler Foods, Inc., owns and
operates grocery stores under the BUY LOW and Save-A-Lot banners
in Illinois, Indiana, and Kentucky, North Carolina, and Virginia.  
The Company also sells gas at about a dozen locations.  The
Company and its debtor-affiliates filed for chapter 11 protection
on May 4, 2005 (Bankr. S.D. Ind. Case No. 05-70961).  When the
Debtors filed for protection from their creditors, they estimated
between $10 million to $50 million in assets and $50 million to
$100 million in debts.


BUEHLER FOODS: Taps Argus Management as Financial Advisors
----------------------------------------------------------          
Buehler Foods, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Indiana for
permission to employ Argus Management Corporation as their
financial advisors.

Argus Management is expected to:

   a) render accounting assistance and review cash and other
      projections, reports and statements of receipts,
      disbursements, indebtedness, and various other
      submissions the Court may require;

   b) manage and oversee the process of securing the Debtors'
      authorization to use cash collateral, the process of
      securing competing bids for the Debtors' post-petition
      financing, and the Debtors' operations as to profitability;

   c) monitor and assist in the collection of the Debtors'
      accounts receivable and the sale of inventory, and
      identify and contact potential buyers of the Debtors'
      assets, and assist with due diligence inquiries;

   d) evaluate and discuss offers to purchase assets of the Debtor
      with the Debtors' management and legal counsel, and
      negotiate the final, agreeable terms and conditions of the
      proposed asset sale with the potential buyer;

   e) work with the creditors' accountants and other financial
      consultants in an effort to reach an agreement with respect
      to the final disposition of the proposed asset sale; and

   f) provide all other financial advisory services as the Debtors
      and Argus Management will agree from time to time.

Thomas B. Doherty and Stephen Todd are the lead professionals from
Argus Management performing services to the Debtors.  Mr. Doherty
discloses that the Firm received a $125,000 retainer.  

Mr. Doherty charges $350 per hour for his services, while Mr. Todd
charges $275 per hour.  Mr. Doherty reports that Staff and
Associates from Argus Management will charge from $150 to $195 per
hour.

Argus Management assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in Jasper, Indiana, Buehler Foods, Inc., owns and
operates grocery stores under the BUY LOW and Save-A-Lot banners
in Illinois, Indiana, and Kentucky, North Carolina, and Virginia.  
The Company also sells gas at about a dozen locations.  The
Company and its debtor-affiliates filed for chapter 11 protection
on May 4, 2005 (Bankr. S.D. Ind. Case No. 05-70961).  Jerald I.
Ancel, Esq., at Sommer Banard Attorneys, P.C., represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they estimated between $10
million to $50 million in assets and $50 million to $100 million
in debts.


CANON COMMS: S&P Rates Proposed $95.5 Mil. Credit Facility at B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating and stable outlook to Los Angeles, California-based
business-to-business publisher and trade show operator Canon
Communications LLC.  Standard & Poor's also assigned its 'B'
rating and a recovery rating of '3' to Canon's proposed $95.5
million first-priority bank credit facility, indicating
expectations for a meaningful recovery of principal (50%-80%) in a
payment default scenario.  The ratings are based on preliminary
terms and conditions.  The company had approximately $119 million
in pro forma total debt outstanding at March 31, 2005.

Proceeds from the $88.5 million first-lien term loan, an unrated
$33.5 million second-lien term loan, and a $100 million equity
contribution will be used to fund the purchase of Canon by Apprise
Business Media LLC, a subsidiary of Spectrum Equity Investors and
Apprise Media LLC.  The $10 million revolving credit portion of
the first-lien facility is expected to be undrawn at closing.

"The rating on Canon reflects its significant cash flow
concentration in a few publications and trade shows, its small
cash flow base, limited sector diversity, the potential for
competitive threats from much larger rivals, and high debt
leverage," said Standard & Poor's credit analyst Steve Wilkinson.

These factors are minimally offset by the good competitive
positions and complementary nature of Canon's events and
publications serving four niche markets, and its discretionary
cash flow potential.

The stable outlook relies on expectations that Canon will
gradually improve its EBITDA and key credit measures.

The rating could be easily destabilized if:

    (1) the company's operating momentum reverses,

    (2) its margin of covenant compliance narrows, or

    (3) debt-financed acquisitions keep financial risk elevated.

The potential for a positive outlook, which Standard & Poor's
views as a longer term possibility, depends on Canon's ability to
meaningfully increase EBITDA and improve key credit ratios.


CANWEL BUILDING: Completes Plan of Arrangement & Public Offering
----------------------------------------------------------------
CanWel Building Materials Ltd. completed its plan of arrangement
resulting in the conversion of CanWel from a corporate entity into
an income fund.  The British Columbia Supreme Court has granted
its final order approving a plan of arrangement on May 11, 2005,
after over 99% of shareholders approved the plan on May 9, 2005.  

Pursuant to the plan of arrangement, common shares of CanWel have
been exchanged for units of CanWel Building Materials Income Fund
on the basis of two units of the Fund per share.

CanWel's Board of Directors has declared aggregate dividends of
$1.25 per common share, in connection with the arrangement.  The
dividends will be paid on May 20, 2005, to holders of record of
common shares as at the close of business on May 17, 2005.  

Units of the Fund commenced trading on May 18, 2005, under the
symbol "CWX.UN" on the Toronto Stock Exchange.

In connection with the plan of arrangement, an initial public
offering and secondary offering of 14,368,000 Units was completed
at an offering price of $8.70 per Unit for gross proceeds of
$125,001,600.  The Offering is comprised of an initial public
offering of 8,620,873 Units by the Fund, and a secondary offering
of 5,747,127 Units by The Futura Corporation and its affiliate.  
The Fund has also granted the underwriters of the Offering an
over-allotment option to purchase up to an additional 718,400
Units for gross proceeds of approximately $6,250,080.  The
over-allotment option expires 30 days following closing.

The underwriting syndicate for the Offering is led by GMP
Securities Ltd. and also includes Scotia Capital Inc., Canaccord
Capital Corporation, CIBC World Markets Inc. and Dundee Securities
Corporation.

The Fund used the net proceeds of the initial public offering to
reduce a portion of the outstanding principal amount under credit
facilities in favour of CanWel and its subsidiaries, in connection
with the conversion of CanWel to an income fund.  The Fund did not
receive any proceeds of the secondary offering.

CanWel is one of Canada's largest national distributors in the
building materials and related products sector, operating 18
distribution centers across Canada.  The Company distributes a
wide range of hardware, building materials, lumber and renovation
products.  For the fiscal year ended December 31, 2004, sales for
CanWel and Sodisco-Howden, together, totaled $1.07 billion.

These securities have not been, nor will they be, registered under
the United States Securities Act of 1933, as amended, and may not
be offered or sold in the United States without registration or
applicable exemption from the registration requirements of that
Act.


CATHOLIC CHURCH: Tucson Committee Proposes Estimation Protocol
--------------------------------------------------------------
Warren J. Stapleton, Esq., at Stinson Morrison Hecker LLP, in
Phoenix, Arizona, reminds the U.S. Bankruptcy Court for the
District of Arizona that all of the Tort Claimants' claims in the
Diocese of Tucson's Chapter 11 case are currently unliquidated
and, therefore, are not "allowed claims" under Section 502 of the
Bankruptcy Code.  As a result, the Tort Claimants' votes to accept
or reject the Diocese's Plan of Reorganization will not be counted
even if they are not otherwise objected to.

To avoid conducting lengthy, acrimonious, and unwieldy sealed
proceedings to estimate claims, the Official Tort Claimants'
Committee proposes a mechanism for the efficient estimation and
temporary allowance of the Tort Claimants' claims, for voting
purposes only.

The Committee suggests that each Tort Claimant with an allowed
claim will have one vote, regardless of which tier the Tort Claim
is placed in, and regardless of whether the Tort Claimant elects
to be treated as holding a Tort Convenience Claim or his claim is
otherwise settled.

Since it is impossible to establish actual dollar values of any of
the Tort Claimants' claims, the Tort Committee proposes that the
Court make its estimations based on the tier structure under the
proposed Plan.  The Court can account for the differences in value
of the various claims by assigning a dollar value to each vote of
an allowed Tort Claim based on the tier to which the claim is
assigned -- or other amount as the Plan provides for spouses,
parents, and Tort Convenience Claims.

Mr. Stapleton asserts that the Tort Claimants are the central body
of claimants in the Diocese's Chapter 11 case.  Hence, they should
be given an opportunity to establish their right to vote for or
against the Plan.

                   Value Assigned to Each Tier

The Tort Committee proposes that the Court estimate each allowed
Tort Claim in the amount of the proposed minimum distribution
under the Plan:

                             Dollar Value Assigned
         Tier                for Voting Purposes Only
         ----                ------------------------
          4                          $600,000

          3                          $425,000

      California                     $300,000

          2                          $200,000

          1                          $100,000

   Parent/spouse claim         5% of tier amount of
                               1 underlying claim

   Tort Convenience Claim             $15,000

   Other Settlement            Agreed amt between
                               Diocese and claimant

         Estimated Placement of Tort Claims in Tiers

The Tort Committee proposes that a Tort Claim may be estimated for
voting purposes by temporarily placing it in a tier, or by
treating it as a Tort Convenience Claim, or by agreeing to other
treatment, in this manner, and granting the Tort Claimant the
voting rights applicable to the claims:

   (a) If the Court has approved a settlement stipulation
       providing for the provisional allowance of a Tort Claim in
       one of the tiers, or as a Tort Convenience Claim, or by
       giving it some other claimant agreed treatment, that Tort
       Claim will be estimated as a claim and receive the voting
       rights applicable to that tier, Tort Convenience Claim, or
       other agreed treatment.

   (b) If the Court has not yet approved a settlement, but (i)
       the Diocese and the Tort Claimant have executed a
       settlement stipulation and (ii) the Tort Committee has
       agreed to the settlement, that Tort Claim will also be
       estimated as a claim in the tier the parties have
       stipulated to, or as a Tort Convenience Claim, or by
       giving it some other agreed treatment, and will receive
       the voting rights applicable to that tier, Tort
       Convenience Claim, or other agreed treatment.

   (c) If no settlement has been reached, the Diocese may, with
       the Tort Committee's approval, propose to any Tort
       Claimant that its claim be estimated by temporarily
       assigning it to a particular tier or treating it as a Tort
       Convenience Claim.  If the Tort Claimant accepts the
       estimate, the claim will be estimated as, and receive the
       voting rights applicable to that tier or Tort Convenience
       Claim.

   (d) On or before the deadline for filing a Ballot to accept or
       reject the Plan, any Tort Claimant whose claim does not
       fall within the prior provisions, may request the Court
       to estimate its claim, for voting purposes, in any of the
       tiers or as a Tort Convenience Claim.  If the Court
       determines to temporarily allow the claim for voting
       purposes, the Tort Claimant will receive the voting rights
       which correspond to the Court's estimate.

   (e) Any disputed claim which does not fall within the prior
       provisions of, will not be counted in considering
       acceptance or rejection of the plan.

The proposed estimation of claims for voting purposes will not be
binding on the Diocese or the claimant for allowance or
distribution purposes.

             Tucson Supports Tort Committee's Request

The Diocese of Tucson advises Judge Marlar that it supports the
Official Tort Claimants' Committee proposed voting rules for Tort
Claimants.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., and Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: List of 50 Largest Unsecured Creditors
--------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates filed a
list of their 50 largest unsecured creditors with the U.S.
Bankruptcy Court for the Eastern District of Michigan, Detroit
Division:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
10 3/4% Senior Notes Due 2011    Senior Note        $500,000,000
BNY Midwest Trust Company
2 North LaSalle St., Suite 1020
Chicago, IL 60602
Attn: Roxane Ellwalleger
Tel: (312) 827-8500

12 7/8% Senior                   Senior             $400,000,000
Subordinated Notes               Subordinated Notes
BNY Midwest Trust Company
2 North LaSalle St., Suite 1020
Chicago, IL 60602
Attn: Mary Callahan
Tel: (312) 827-8500

Delphi                           Trade Debt          $13,396,017
22954 Network Place
Chicago, IL 60673-1229
Attn: Sharon Van Zeeland
Tel: (248) 655-0842
Fax: (248) 655-8932

Brown Corporation                Trade Debt          $10,347,225
3441 Hidaway
Rochester Hills, MI 48306-1453
Attn: Mark Ferderber
Tel: (616) 527-4050
Fax: (616) 527-3385

Unifi Inc.                       Trade Debt           $7,498,944
7201 West Friendly Avenue
Greensboro, NC 27410-6237

Receiver General for Canada      Trade Debt           $5,471,901
700 Leight Capreol
Dorval, Quebec H4Y 1G7
Canada

Exxon Chemicals                  Trade Debt           $4,150,807
13501 Katy Fairway
Houston, TX 77079-1305
Attn: Paul Hanson
Tel: (281) 584-7940
Fax: (281) 584-7946

Canada Customs & Rev Agency      Trade Debt           $3,374,942
Attn: Receiver General
1-5 Notre Avenue
Sudbury, Ontario P3A 5C2
Canada

Advance Composites Inc.          Trade Debt           $3,264,050
1062 South 4th Avenue
Sidney, OH 45365-8977
Attn: Rob Morgan
Tel: (248) 344-2879
Fax: (248) 465-0134

Nolan & Cunnings Inc.            Trade Debt           $3,187,651
28800 Mound Road
Warren, MI 48092
Attn: Jonathan Vigliarola
      General Manager
      Patrick Coyne
      TRF Supervisor
Tel: (586) 751-4670 ext. 118 & 104
Fax: (586) 851-4632

Dow Chemical Company             Trade Debt           $2,907,545
23030 Dow Center
Midland, MI 48674-0001
Attn: David Breasseur
Tel: (989) 636-0200
Fax: (989) 638-9852

Bayer Corporation                Trade Debt           $2,809,678
100 Bayer Road, Building 4
Pittsburgh, PA 15205-9707
Attn: Sam Stewart
Tel: (248) 475-7702
Fax: (248) 377-9110

State of Michigan                Trade Debt           $2,591,837
430 West Allegan Street
Lasing, MI 48918-0001

Invista Inc.                     Trade Debt           $2,528,633
601 South LaSalle St., Suite 310
Chicago, IL 60605-1725

Corrflex Packaging LLC           Trade Debt           $2,283,458
[Address Not Provided]

Unum Life Insurance              Trade Debt           $2,078,181
2211 Congress Street
Portland, ME 04122-0002
Attn: Jess Tincher
Tel: (704) 571-3638
Fax: (704) 571-3680

TG North America Corporation     Trade Debt           $2,068,953
1400 Stephenson Highway
Troy, MI 48083
Attn: Raymond Soucie
Tel: (248) 280-2100
Fax: (248) 280-2110

Progressive Moulded Products     Trade Debt           $2,022,626
9024 Keele Street
Concord, Ontario L4K 2N2
Canada
Attn: Dan Thiffault
Tel: (905) 530-1633
Fax: (905) 760-3371

Southco Inc.                     Trade Debt           $1,907,182
210 North Brinton Lake Road
Concordville, PA 19331-9331
Attn: Lorraine Zinar
Tel: (610) 361-6643
Fax: (610) 361-6082

Basf Corporation                 Trade Debt           $1,896,085
1609 Biddle Avenue
Wyandotte, MI 48192
Attn: Charlie Burrill
Tel: (248) 650-9321
Fax: (248) 652-3634

Polyone Engineered Films Inc.    Trade Debt           $1,888,874
6915 Rochester, Suite 100
Troy, MI 48085
Attn: Dennis Ruen
Tel: (248) 813-9380 ext. 19
Fax: (248) 813-9390

Dupont Company                   Trade Debt           $1,841,064
1007 North Market Street
Wilmington, DE 19898-0001
Attn: Scott Thomas
Tel: (704) 586-7306

Revenue Canada                   Trade Debt           $1,814,663
Ottawa Technology Centre
875 Heron Road
Ottawa, Ontario K1A 9Z9
Canada

Manpower                         Trade Debt           $1,735,400
30800 Northwestern Highway
Farmington Hills, MI 48334
Attn: C. Garland Waller
Tel: (248) 538-1262
Fax: (248) 538-8916

Teknor Financial Corporation     Trade Debt           $1,697,939
P.O. Box 538308
Atlanta, GA 30353
Attn: Bruce B. Galletly
Tel: (401) 725-8000 ext. 3185
Fax: (401) 725-5160

Meridian Magnesium Products      Trade Debt           $1,665,815
352 North Main Street, Suite 1
Plymouth, MI 48170-1270
Tel: (517) 663-2700
Fax: (517) 663-2714

Lake Erie Products Inc.          Trade Debt           $1,565,815
321 Foster Avenue
Wood Dale, IL 60191
Attn: Lilia Roman
Tel: (630) 595-6250 ext. 4649

Visteon Climate Control          Trade Debt           $1,532,753
3200 Greenfield Street
Dearborn, MI 48120
Tel: (734) 710-8340

Janesville Products              Trade Debt           $1,310,973
2700 Patterson Avenue
Grand Rapids, MI 49546
Attn: Laura Kelly
Tel: (248) 625-7511
Fax: (248) 625-7442

Freudenberg Nok Inc.             Trade Debt           $1,256,097
1014 East Algonquin Road
Suite 103
Schaumburg, IL 60173
Tel: (800) 533-5656

Select Industries Corporation    Trade Debt           $1,245,278
240 Detrick Street
Dayton, OH 45404-1699
Attn: Christine Brown
Tel: (937) 233-9191
Fax: (937) 233-7640

Pine River Plastics Inc.         Trade Debt           $1,225,329
1111 Fred W. Moore Highway
Saint Clair, MI 48079-4967
Attn: Barb Krzywiecki
Tel: (810) 329-8345
Fax: (810) 329-9388

Acord Inc.                       Trade Debt           $1,206,563
2711 Product Drive
Rochester Hills, MI 48309-3810
Attn: John Livingston
Tel: (248) 852-6005
Fax: (248) 852-6074

Uniform Color Service Company    Trade Debt           $1,108,903
12003 Toepher Road
Warren, MI 48089-3171
Attn: Randy Lueth
Tel: (616) 494-7526
Fax: (800) 27-COLOR

GE Polymerland                   Trade Debt           $1,097,100
4920 South Monitor Avenue
Chicago, IL 60638-1544

Health Alliance Medical          Trade Debt           $1,066,555
102 East Main Street, Suite 200
Urbana, IL 61801-2744
Atnn: Robena Vance
Tel: (248) 443-1051
Fax: (248) 443-0090

ER Wagner Manufacturing Company  Trade Debt           $1,039,149
4611 North 32nd Street
Milwaukee, WI 53209-6023
Attn: Gary Torke
Tel: (414) 449-8235

Vari Form Inc.                   Trade Debt           $1,011,264
12341 East 9 Mile Road
Warren, MI 48089
Attn: Terry Nardone
Tel: (586) 755-8938
Fax: (586) 598-4494

Unique Fabricating Inc.          Trade Debt           $1,005,689
800 Standard Parkway
Auburn Hills, MI 48326-1415
Attn: Tom Tekieke
Tel; (248) 853-2333

Inment Division of Multimatic    Trade Debt             $987,237
35 West Milmot Street
Richmond Hill
Ontario L4B 1L7

Fischer Automotive Systems       Trade Debt             $983,500
1084 Doris Road
Auburn Hill, MI 48326-2613
Attn: William Stiefel
Tel: (248) 276-1940
Fax: (248) 276-1942

ISP Elastomer                    Trade Debt             $972,279
P.O. Box 4346
Houston, TX 77210
Attn: Tim Gorman
Tel: (409) 724-8810
Fax: (409) 724-8713

Valeo Inc.                       Trade Debt             $952,656
3000 University Drive
Auburn Hills, MI 48326-2356
Attn: Jerry Ditrich
Tel: (248) 340-3000

Colbond Inc.                     Trade Debt             $912,436
1000 Abutment Road
Dalton, GA 30721-4600
Attn: Don Brown
Tel: (828) 665-5075
Fax: (828) 665-5005

Intertex World Resources Ltd.    Trade Debt             $900,444
500 Wedowee Street
Bowdon, GA 30108-1541
Attn: Bill Weeks
Tel: (770) 258-5551
Fax: (770) 258-3901

QRS 14 Paying Agent              Trade Debt             $884,281
50 Rockfeller LBBY2
New York, NY 10020-1605

Lear Corporation                 Trade Debt             $812,617
21557 Telegraph Road
Southfield, MI 48034-4248

Dayton Bag & Burlap              Trade Debt             $837,589
322 Davis Avenue
Dayton, OH 45403-2910
Attn: Jeff Rutter
Tel: (937) 258-8000 ext. 131

Valiant Tool & Mold Inc.         Trade Debt             $824,601
1511 East 14 Mile Road
Troy, MI 48083-4621
Tel: (519) 251-4800
Fax: (519) 944-7748

Riverfront Plastic Products      Trade Debt             $821,444
780 Hillsdale Street
Wyandotte, MI 48192-7120
Attn: George Tabry
Tel: (734) 281-0440
Fax: (734) 281-4483

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a 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.  The Company, along with its 38 affiliates, filed for chapter
11 protection on May 17, 2005 (Bankr. E.D. Mich. Case No.
05-55927).  Richard M. Cieri, Esq., Lisa G. Laukitis, Esq., Ray C.
Schrock, Esq., and Marc J. Carmel, Esq., at Kirkland & Ellis LLP,
and Joseph M. Fischer, Esq., at Carson Fischer P.L.C. represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$3,196,700,000 in assets and $2,856,600,000 in debts.


COLLINS & AIKMAN: Textron to Assess Exposure to Bankruptcy
----------------------------------------------------------
Textron Inc. (NYSE: TXT) is evaluating its exposure to the
announced filing for bankruptcy protection by Collins & Aikman
Corporation (C&A).

Textron presently holds preferred stock of C&A associated with the
2001 sale of Textron's Automotive Trim business, which has a
current carrying value of $39 million but will likely have limited
value as a result of the bankruptcy.  Textron also has about
$64 million of lease financing with C&A and approximately
$13 million of third-party guarantees for other C&A operating
assets and miscellaneous contingent liability guarantees, both of
which may be affected by the bankruptcy.

The after-tax impact of potential charges would result in a
reduction to Textron's previous GAAP earnings per share guidance.

                       About Textron Inc.

Textron Inc. -- http://www.textron.com/-- is a $10 billion multi-
industry company with 44,000 employees in 40 countries.  The
company leverages its global network of aircraft, industrial and
finance businesses to provide customers with innovative solutions
and services.  Textron is known around the world for its powerful
brands such as Bell Helicopter, Cessna Aircraft, Jacobsen, Kautex,
Lycoming, E-Z-GO and Greenlee, among others.

                     About Collins & Aikman

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