TCR_Public/050519.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, May 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
      $415 million of 12.875% guaranteed senior subordinated notes
      due August 2012;

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

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

       * $105 million revolving credit facility due August 2009;

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

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

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

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

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


CRANE RENTAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Crane Rental Company, Inc.
        205 Main Street
        P.O. Box 66
        Tewksbury, Massachusetts 01876

Bankruptcy Case No.: 05-43338

Type of Business: The Debtor provides specialized transportation
                  services.  See http://www.cranerentalco.com/

Chapter 11 Petition Date: May 17, 2005

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Michael B. Feinman, Esq.
                  Feinman Law Offices
                  23 Main Street
                  Andover, Massachusetts 01810
                  Tel: (978) 475-0080
                  Fax: (978) 475-0852

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
International Union of        Employee benefits         $206,727
Operating Engineers, Health,
Welfare, Pension Funds
177 Bedfors Street
Lexington, MA

Verizon Yellow Pages          Services rendered          $40,821
PO Box 64809
Baltimore, MD 21264

Joe Barry's Oil Inc.          Goods sold and             $24,269
231 Main Street               delivered
Wilmington, MA 01887

Internal Revenue Service      Taxes                      $20,577

Massachusetts Dept. of        Taxes                      $20,159
Revenue

Baldwin Crane & Equipment     Services rendered          $18,094
Corp.

Massachusetts Dept. of        Taxes                      $18,000
Revenue

Internal Revenue Service      Taxes                      $15,959

NES Rentals                   Equipment rental           $11,553

Massachusetts Dept. of        Taxes                       $6,750
Revenue

BDO Seldman, LLP              Services rendered           $6,300

Town of Tewksbury             Taxes                       $5,643

Internal Revenue Service      Taxes                       $4,501

New England Teamsters         Employee benefits           $4,008

Sheila Finlayson              Rent                        $3,700

Northern NE Benefit Trust     Employee benefits           $2,955

Massachusetts Dept. of        Taxes                       $2,709
Revenue

Imperatore Steel Erectors,    Services rendered           $2,664
Inc.

Citi Advantage Business       Credit card                 $2,609
                              purchases

Massachusetts Dept. of        Taxes                       $2,082
Revenue


DELPHI CORP: Weak Earnings Prompt S&P to Lower Ratings
------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on automotive supplier Delphi Corp. to 'B+' from 'BB' and
its senior unsecured rating on the company to 'B-' from 'BB'.  All
ratings were removed from CreditWatch with negative implications,
where they were placed March 4, 2005.  The outlook is negative.

The actions result from Delphi's weak earnings and cash flow
generation caused by difficult automotive industry conditions,
especially for its largest customer, General Motors Corp. (GM;
BB/Negative/B-1), which is losing market share in the U.S.  The
downgrade also reflects Delphi's high, inflexible cost structure.
The ratings assume that Delphi will complete a planned $2.75
billion secured financing to solidify its near-term liquidity.  
The downgrade of the senior unsecured debt reflects this planned
increase in secured debt and the structural subordination of
unsecured bondholders to the liabilities of Delphi's operating
subsidiaries.

At the same time, Standard & Poor's assigned a 'BB-' secured debt
rating and a '1' recovery rating to Delphi's proposed $2.75
billion credit facilities, indicating a strong likelihood of full
recovery of principal in the event of payment default.  In
addition, S&P assigned a 'B-3' short-term rating to Delphi,
reflecting our view that the company will be reliant on external
liquidity sources to meet near-term obligations.

Troy, Michigan-based Delphi has total debt of about $4 billion and
total unfunded pension and other postretirement employee benefit
(OPEB) liabilities of about $14 billion.

"The ratings on Delphi reflect the company's weak business
position, characterized by high customer concentration, an
uncompetitive cost structure in its North American operations, and
the cyclical and competitive challenges facing automotive
suppliers," said Standard & Poor's credit analyst Martin King.  As
a result of these challenges, Delphi is highly leveraged, with
very heavy debt and unfunded employee benefit obligations relative
to its cash flow.  These risks more than offset Delphi's product
breadth and its strong technical capabilities in certain growing
product areas.

Delphi will generate weak earnings and cash flow during 2005
because of numerous business challenges facing it, including:

    -- The weak vehicle production levels at GM, which have been
       adjusted downward because of the auto manufacturer's
       bloated inventory and market-share losses.  Production was
       slashed 12% in the first quarter and this will be followed
       by a 10% cut in the second quarter.  The reduced volume
       from GM, which is Delphi's former parent and accounts for
       almost 50% of its sales, will depress Delphi's earnings
       and cash flow sharply this year compared with 2004.
       GM has withdrawn its earnings guidance for 2005,  
       suggesting that market conditions will remain tough
       throughout the year;

    -- High raw-material costs, especially for steel and resins,
       which have increased Delphi's costs for its direct material
       purchases as well as the cost of components purchased from
       other suppliers; and

    -- Higher employee benefit costs, as health care inflation
       exceeds previously assumed levels and low discount rates
       drive pension expenses higher.

To improve its operating results, Delphi is:

    (1) exiting underperforming businesses,

    (2) reducing its high-wage U.S. hourly workforce, and

    (3) winning profitable new business in growing product areas
        from non-GM customers.


DELPHI REAL: S&P Cuts Rating on Class A-2 Trust to B+
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class A-2
of Delphi Real Estate Commercial Mortgage/Lease Finance Trust 2003
to 'B+' from 'BB'.  At the same time, the rating is removed from
CreditWatch negative, where it was placed March 8, 2005, and is
assigned a negative outlook.  Concurrently, the 'AA-' rating
assigned to class A-1 is affirmed.

The rating on class A-2 is dependent on the credit rating assigned
to Delphi Corp., which was lowered to 'B+' from 'BB', removed from
CreditWatch negative, and assigned a negative outlook.  The class
A-1 rating takes into consideration the real estate value of the
properties and credit support in the form of class A-2.

The loan is secured by a first priority mortgage lien on the
property known as Delphi World Headquarters, located in Troy,
Mich., as well as two properties in Alabama.  The Troy facility
primarily consists of office space, whereas the Alabama facilities
are used for manufacturing purposes.  In April 2005, the loan was
transferred to the special servicer.  The transfer was caused, in
part, by Delphi Corp.'s failure to provide its September 2004 10-Q
and its 2004 10-K. Delphi Corp. is responsible for special
servicing fees, and the transfer is not expected to impact trust
liquidity at this time.


DPAC TECHNOLOGIES: Recurring Losses Trigger Going Concern Emphasis
------------------------------------------------------------------
DPAC Technologies (Nasdaq:DPAC) reported that its Form 10-K for
the fiscal year ended February 28, 2005 will include, when filed,
a report from its registered independent public accounting firm
that contains a going-concern emphasis paragraph.  The going
concern emphasis paragraph is due to the company's recurring
operating losses, negative cash flows and anticipated need for
additional capital in the next twelve months.  Because of DPAC's
going concern challenges DPAC also concluded that its goodwill was
impaired and recorded a $4,528,000 non-cash charge to its income
statement for the write-off of all the goodwill on its balance
sheet at February 28, 2005.

On April 26, 2005 the company announced it has entered into a
definitive agreement to merge with QuaTech Inc., which is subject
to shareholder approval and other conditions.  "We believe the
completion of the merger with QuaTech is the best means to address
our need for additional capital, while gaining a broader revenue
base and the continuation of our expansion into the growing
machine to machine connectivity market," said Kim Early, DPAC's
CEO.

                    About the Company

Located in Garden Grove, Calif., DPAC Technologies provides
embedded wireless networking and connectivity products to OEMs for
machine-to-machine communication applications. DPAC's wireless
products are used by major OEMs in the transportation,
instrumentation and industrial control, homeland security, medical
diagnostics, and logistics markets to provide remote data
collection and control. The company's web site is
http://www.dpactech.com/


DWANGO WIRELESS: Posts $3.4 Million Net Loss in First Quarter
-------------------------------------------------------------
Dwango(R) Wireless, (OTCBB:DWGN) reported results for the first
quarter of fiscal year 2005.

For the quarter ending March 31, 2005, Dwango Wireless reported
sales of $1,060,000, as compared with $60,000 in the prior year
first quarter ended March 31, 2004.  Management attributed this
dramatic year-over-year revenue growth to the successful launches
and market acceptance of Dwango Wireless' first significant
commercialized mobile content products, namely its exclusive
catalog of Rolling Stone Ringtones developed under Dwango's
agreement with Rolling Stone.com.  Dwango's branded mobile content
innovations are available to consumers through its agreements with
major mobile wireless carriers, including Cingular Wireless,
Verizon Wireless, T-Mobile, Sprint, US Cellular, Alltel, Nextel,
and Boost Mobile.

"Dwango's exciting growth momentum is gaining strength with each
quarter.  We are now in position to unleash a powerful sequential
rollout of branded product throughout the rest of 2005," stated
Rick Hennessey, CEO Dwango Wireless.  "Not only are we working on
new exclusive branded content and new carrier partners for
existing content, we also plan to expand our product mix beyond
the ringtones and games that are driving our growth now.  For
example, we will be adding mobile messaging functionality to our
existing services, to embed our content even more deeply into the
mobile lifestyle of our consumer audience."

On a sequential basis, Dwango's first quarter 2005 revenues grew
23% compared to revenues of $864,000 for the fourth quarter ended
December 31, 2004.

First quarter 2005 gross profit was $493,000, compared to $60,000
in the first quarter of 2004.  Dwango's first quarter 2005 gross
margin was 46.5%. This compares with a gross margin of 40.0% in
the fourth quarter of fiscal 2004.

For the 2005 first quarter, the Company's net loss was $3,468,000,
compared with a net loss of $1,607,000 in the first quarter of
2004.  As a result of accretion and deemed dividends on redeemable
preferred stock amounting to $1,386,000, the first quarter net
loss attributable to common stockholders was $4,854,000.  The
first quarter of last year had no accretion or deemed stock
dividends.

In the area of financing, in January and February of 2005, Dwango
Wireless raised $15,700,000 from private investors for strategic
development, to promote its products and for general operating
purposes.  This capital raise together with capital raised in 2004
has resulted in private funding that totals over $23 million to
support Dwango's plans for growth in the mobile entertainment
space.

Since the close of the first quarter, Dwango Wireless has launched
two additional, internally developed games, "Rolling Stone 20
Questions" and "Beliefnet Spiritual Trivia," and is currently
developing additional, new original games slated for launch in
upcoming months.  Dwango Wireless also partnered with Napster to
recently launch Napster Ringtones.  The new consumer service
provides ringtones, artist voice "shoutouts," and exclusive
wallpapers from Napster's library.

Also during the first quarter, Dwango Wireless entered into
wireless carrier agreements with Microcell/Fido and Rogers, each
of whom has a significant customer base in Canada.

                        About the Company

Dwango(R) Wireless (OTCBB:DWGN) -- http://www.dwango.com/--  
offers a comprehensive approach for bringing lifestyle and
affiliate brands to the wireless arena through customized
entertainment content, ringtones, games and applications for
mobile phones.  A key player in the wireless industry, Dwango
Wireless provides unique content for some of today's hottest
lifestyle brands, including Napster, Playboy and Rolling Stone.  
Dwango(R) is a trademark of Dwango Co. Ltd., and used by Dwango
Wireless pursuant to an exclusive license.

At Mar. 31, 2005, Dwango(R) Wireless's balance sheet showed a
$2,303,000 positive equity, compared to a $1,333,000 stockholders'
deficit at Dec. 31, 2004.


ENUCLEUS INC.: Revenues Reach $1 Million in First Quarter
---------------------------------------------------------
eNucleus, Inc. (OTCBB:ENUI) reported its first quarter 2005
financial results.

For the first quarter of 2005, revenues increased $392,559, or
62%, to $1,020,916 from $628,357 in the comparable period in 2004.
Pro forma EBITDA for the first quarter of 2005 increased 63% to
$661,571 from $404,997 in the same period in 2004.  Net income for
the first quarter of 2005 was $10,630 compared to $389,357 in the
first quarter of 2004.

Additionally, certain service contracts and assets that the
company acquired in October 2004, and has since closed, generated
$1.6 million in first quarter revenues and $711,228 in income. 50%
of this income, or $355,614 was booked to "Other Revenue,"
representing the company's interest in managing these assets.

John Paulsen, CEO of eNucleus commented, "Our first quarter
tracked to our business plan, which allowed for some seasonality
typical of the first quarter.  During the course of the quarter we
seamlessly integrated our acquisitions and product lines into our
organizational structure.  We also bulked up our sales force
adding five sales people.  With the completion of our recent
acquisition and the increase in operational efficiencies the
Company expects to improve upon its current run rate of $9.2
million in revenue and $2.7 million in EBITDA.  We are confident
in meeting our financial and operating goals for 2005."

                    About the Company

eNucleus, Inc. -- http://www.enucleus.com/-- is a supply-chain  
management applications company that delivers proprietary software
solutions via license and managed hosting for the Global 1000.  
The seamless and immediate exchange of critical business
information provided by our software solutions allows our clients
to run their businesses with maximum efficiency and profitability.

                    Going Concern Doubt

The Company's has indicated that its continued existence is
dependent on its ability to achieve future profitable operations
and its ability to obtain financial support.  The satisfaction of
the Company's cash requirements hereafter will depend in large
part on its ability to successfully generate revenues from
operations and raise capital to fund operations.  There can,
however, be no assurance that sufficient cash will be generated
from operations or that unanticipated events requiring the
expenditure of funds within its existing operations will not
occur.  Management is aggressively pursuing additional sources of
funds, the form of which will vary depending upon prevailing
market and other conditions and may include high-yield financing
vehicles, short or long-term borrowings or the issuance of equity
securities.  There can be no assurances that management's efforts
in these regards will be successful.  Under any of these
scenarios, management believes that the Company's common stock
would likely be subject to substantial dilution to existing
shareholders.  The uncertainty related to these matters and the
Company's bankruptcy status raise substantial doubt about its
ability to continue as a going concern.


EQUITY INNS: Moody's Assigns B1 Rating to $65M Sr. Unsec. Debt
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the $65 million
of senior unsecured debt of Equity Inns, Inc., now being issued.
This is the first time Equity Inns has issued senior unsecured
debt, a step with positive credit implications given that
unsecured borrowing promotes greater flexibility in the capital
structure than does secured debt, the REIT's traditional debt
financing source.  

Moody's indicated, however, that the structure underlying the
unsecured debt is not typical for REITs as the debt is being
issued at the REIT parent level, and not at the operating
partnership level, and does not benefit from a guarantee from the
operating partnership.  This structure creates structural
subordination that could be exacerbated in the event of financial
distress at the firm.  

In order to mitigate this structural subordination, Equity Inns,
Inc. will lend the proceeds from the debt to its operating
partnership, Equity Inns Partnership, LP, in exchange for a
promissory note with terms identical to the senior unsecured
issue.  The operating partnership is the 97%-owned operating
entity through which the REIT conducts substantially all of its
business and holds its hotel assets.  This rating assignment
follows last week's upgrade of Equity Inns' preferred stock rating
to B2, from B3, and the assignment of a Ba3 rating to the Equity
Inns Partnership, LP, both of which Moody's hereby affirms.  The
rating outlook for Equity Inns is stable.

Moody's acknowledges that between 2000 and 2004 Equity Inns
maintained its effective leverage between 45% and 50%, and lowered
its leverage (Net Debt / EBITDA) from approximately 5X to nearer
4X as a result of improvements in hospitality fundamentals.  These
metrics place ENN in the middle among its rated hotel REIT peers.
Over the same period, Equity Inns' fixed charge fluctuated around
2X, which was the approximate level at March 31, 2005.  In
comparison to its lodging peers, ENN's fixed charge is close to
the mean.

The key challenge in Equity Inns' credit profile is secured debt:
at 38% of assets, it is more than twice the average of rated
lodging REITs at 19%.  Equity Inns has the highest proportion of
secured leverage among the seven lodging REITs rated by Moody's.
While this is a material credit negative, it is mitigated by good
asset quality, consistent operating performance, material growth,
and the REIT's determination to explore more flexible financial
structures, such as unsecured debt.

The stable rating outlook reflects Moody's expectation that Equity
Inns will prudently grow its limited service base while
diversifying by geography, brand, flag and hotel managers.  
Moody's also anticipates that the REIT will maintain or improve
current leverage and coverage ratios while exploring prudent and
flexible means for growth.

A rating upgrade for Equity Inns would require a reduction in
secured debt closer to 30% of gross assets (possibly including the
unsecuring of its revolving credit facility) and growing the
contribution from its unencumbered asset pool closer to 25% of
NOI.  Moody's would also view favorably a diminished reliance on
the Hampton Inn brand closer to 30% of revenue, as well as reduced
exposure to the South Atlantic region closer to 20% of revenue.

A negative rating action is likely should effective leverage
increase above 60% of gross assets, fixed charge fall below 1.8X,
or secured debt rise above 45% of gross assets.  Other issues that
would create negative rating pressure include a lack of progress
in growing the unencumbered asset pool or a significant downturn
in the lodging industry.

These rating actions have been taken:

   * Equity Inns, Inc. -- Senior unsecured notes assigned B1;
     
   * preferred stock affirmed at B2; and

   * Equity Inns Partnership, L.P. -- Issuer rating affirmed
     at Ba3.

The rating outlook for Equity Inns is stable.

Equity Inns, Inc. [NYSE: ENN], based in Memphis, Tennessee, USA,
is a self-advised real estate investment trust and the largest US
REIT focused on the upscale extended stay, all-suite and midscale
limited-service segments of the hotel industry.  The REIT owns a
geographically diverse portfolio of over 110 hotels with over
13,500 rooms, located in 34 states.  

The hotel portfolio is managed by several leading independent
lodging and hotel management companies.  Over 95% of Equity Inns'
hotel portfolio is comprised of the following franchise brands:

   * Homewood Suites, Hampton Inn, Hampton Inn & Suites and Hilton
     Garden Inn by Hilton;
   
   * Residence Inn, Courtyard and SpringHill Suites by Marriott;
     and
   
   * AmeriSuites by Hyatt Corporation.


EXIDE TECHNOLOGIES: Covenant Violations Cue S&P to Pare Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'B-' from 'B+', and placed the
rating on CreditWatch with negative implications.  The rating
action follows Exide's announcement that it likely violated bank
financial covenants for the fiscal year ended March 31, 2005.

Lawrenceville, New Jersey-based Exide, a manufacturer of
automotive and industrial batteries, has total debt of about $750
million.

The covenant violations would be a result of lower-than-expected
earnings.  Exide estimates that its adjusted EBITDA for the fiscal
year ended March 31, 2005, will be only $100 million to $107
million, which is substantially below the company's forecast and
40% below the previous year.  The EBITDA shortfall stemmed from
high lead costs, low overhead absorption due to an inventory
reduction initiative, other inventory valuation adjustments, and
costs associated with accounting compliance under the Sarbanes-
Oxley Act.  Exide is working with its bank lenders to secure
amendments to its covenants.

"The company continues to be challenged by the dramatic rise in
the cost of lead, a key component in battery production that now
makes up about one-third of Exide's cost of sales," said Standard
& Poor's credit analyst Martin King.

Average lead prices rose about 70% during fiscal 2005 and pricing-
related cost recovery has been only moderate.  The realization of
price increases is limited by competitors' more restrained pricing
actions.  The company's inability to fully recover lead cost
increases with higher market pricing has severely hurt financial
results, offsetting the cost savings the company has realized from
extensive restructuring actions during the past few years.

Debt leverage has increased during the past year because of
reduced EBITDA and a recently completed new debt offering. S&P
believes debt to EBITDA exceeds 6x, whereas it was only 3.5x at
the end of the second quarter.  Exide's leverage increases
substantially when $360 million in underfunded post-employment
benefit obligations are included as debt.

Standard & Poor's will meet with management to review the
prospects and time frame for operating improvements.  The ratings
could be lowered if it appears financial results will remain poor
or deteriorate, or if the company's liquidity becomes more
constrained as a result of the covenant violations.


FALCON PRODUCTS: Moody's Withdraws Three Junk Ratings
-----------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Falcon
Products because the company is in bankruptcy proceedings.  As of
December 2004, the company had $100 million of rated debt on its
balance sheet.  Please refer to Moody's Withdrawal Policy on
Moodys.com

These ratings are withdrawn:

   * Senior Implied rating of Ca;
   * Senior unsecured issuer rating of C; and
   * Senior notes rating of C.

Falcon Products, headquartered in St. Louis, Missouri, and its
subsidiaries design, manufacture and market products for:

   * the hospitality and lodging,
   * food service,
   * office,
   * healthcare, and
   * education segments of the commercial furniture market.


FUJITA CORP: Judge Smith Formally Closes Bankruptcy Case
--------------------------------------------------------          
The Honorable Erithe A. Smith of the U.S. Bankruptcy Court for the
Central District of California, Los Angeles Division, formally
closed on March 29, 2005, the bankruptcy case filed by Fujita
Corporation USA.

Judge Smith confirmed the Debtor's Amended Plan of Reorganization
on Nov. 24, 2004.

Judge Smith's decision to formally close the Debtor's chapter 11
case is based on the Plan Administrator's request, which was filed
on March 11, 2005.

The Plan Administrator told Judge Smith that the confirmed Plan
has been substantially consummated and all payments to creditors
and other parties-in-interest have been completed or are in the
process of being completed.

Accordingly, Judge Smith authorizes the Plan Administrator to
abandon, destroy or otherwise dispose of the Debtor's books and
records in the possession of the Plan Administrator, which in his
discretion are not economically feasible to store and which
represent a burden to the Debtor's estate.

Headquartered in Culver City, California, Fujita Corporation USA,
owns various real estate investment properties in the United
States.  The Company filed for chapter 11 protection on August 5,
2004 (Bankr. C.D. Calif. Case No. 04-27072).  Glenn Walter, Esq.,
at Skadden, Arps, Slate, Meagher, LLP, represented the Company.  
When the Debtor filed for chapter 11 protection, it listed
$4,469,212 in assets and $111,484,468 in liabilities.  The
Debtor's Plan was confirmed on Nov. 24, 2004.  The Court formally
closed the Debtor's bankruptcy case on March 29, 2005.


GARDEN RIDGE: Wants Until Aug. 29 to File Notices of Removal
------------------------------------------------------------          
Garden Ridge Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for more time,
through and including Aug. 29, 2005, to file notices of removal
with respect to pre-petition civil actions and related proceedings
pursuant to Rules 9006(b) and 9027(b) of the Federal Rules of
Bankruptcy Procedure.  

The Court confirmed the Debtors' First Amended Joint Plan of
Reorganization on April 28, 2005, and the Plan took effect on
May 12, 2005.

The Debtors explain that they are parties to various Pre-Petition
Civil Actions currently pending in different state and federal
tribunals, including the jurisdictions of Texas, Arkansas,
Oklahoma, Tennessee, Georgia, South Carolina, Virginia, Kentucky
and Ohio.

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

   a) the Debtors have not had enough time to fully investigate
      and evaluate all of the Civil Actions to determine whether
      removal is appropriate because they were primarily focused
      on finalizing their long-term business plan and negotiating
      a chapter 11 plan, which was recently confirmed by the
      Court;

   b) the requested extension is in the best interests of the
      Debtors' estates and their creditors and will assure that
      the Debtors do not forfeit valuable rights under 28 U.S.C.
      Section 1452; and

   c) the requested extension will not prejudice the rights of the
      Debtors' adversaries in the Civil Actions because any party
      to a Civil Action that is removed may seek to have it
      remanded to an applicable court pursuant to 28 U.S.C.
      Section 1452(b).

The Court will convene a hearing at 11:30 a.m., on June 1, 2005,
to consider the Debtors' request.

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


GMAC COMMERCIAL: Fitch Rates $84.8 Million Class G Certs. at BB+
----------------------------------------------------------------
Fitch Ratings upgrades GMAC Commercial Mortgage Securities, Inc.'s
mortgage pass-through certificates, series 1997-C1:

    -- $50.9 million class D certificates to 'AAA' from 'AA+';
    -- $93.3 million class E certificates to 'A+' from 'A';
    -- $25.5 million class F certificates to 'A-' from 'BBB+'.

In addition, Fitch affirms these certificates:

    -- $528.1 million class A-3 at 'AAA';
    -- Interest-only class X certificates at 'AAA';
    -- $67.9 million class B certificates at 'AAA';
    -- $50.9 million class C certificates at 'AAA';
    -- $84.8 million class G certificates at 'BB+';
    -- $10 million class J remains at 'D'.

Classes A-1 and A-2 have been paid in full.  Fitch does not rate
the $59.4 million class H.

The upgrades are the result of increased subordination levels due
to loan payoffs and amortization.  As of the May 2005 distribution
date, the pool's aggregate certificate balance decreased 42.8%
since issuance to $970.8 million from $1.7 billion.  Of the
original 355 loans in the pool, 231 loans remain outstanding. To
date, the transaction has realized losses in the amount of $26.9
million.  Interest shortfalls due to appraisal reductions and
servicer fees total $3.4 million and currently affect classes H,
J, and K.

Currently, there are two assets (3.69%) in special servicing.  The
larger of the two loans (2.5%) is secured by a 1.2 million square
feet 18-building industrial warehouse facility located in Detroit,
Mich.  The property was foreclosed in December 2004 and is
currently real estate owned.  The special servicer is marketing
the property for sale.  Based on the most recent appraisal value,
the disposition of this asset will likely result in a loss.

The second largest asset in special servicing (1.2%) is secured by
a 210-unit health care property located in San Mateo, Calif. The
loan transferred to the special servicer due to litigation between
the borrower and lessee and imminent default.  The loan remains
current, and no losses are expected.


GREAT ATLANTIC: Moody's Affirms Seven Junk Ratings
--------------------------------------------------
Moody's Investors Service affirmed the ratings of The Great
Atlantic & Pacific Tea Company, Inc., but changed the rating
outlook to developing from negative.  The outlook change is based
on Moody's expectation that the recently announced strategic
restructuring will materially impact the company's weak credit
metrics; whether the post-restructuring metrics are stronger or
weaker will depend upon the completion of a number of initiatives
and A&P's future financial policy decisions regarding the
application of asset sale proceeds.

A&P is exploring potential strategic transactions to monetize the
value of its profitable Canadian business and divest its money
losing Farmer Jack and Food Basics operations in Michigan and
Ohio.  The resulting smaller scale A&P will be concentrated in the
Northeast and will be able to focus on expanding its fresh and
discount retail formats and on improving operating efficiency.

The sale of the successful Canadian operations, for example, could
result in significant proceeds.  However, the disposal of Canada
would also greatly reduce consolidated returns -- about 57% of
fiscal 2004 consolidated EBITDA of $256 million, adjusted for non-
operating items, was generated by Canada.  The disposal of the
Midwest operations will modestly boost profitability, given its
negative adjusted EBITDA of $20 million in fiscal 2004.  Any cash
proceeds from these dispositions could potentially be applied to
debt reduction, or shareholder enhancement, or accelerated
remodeling capital expenditures or other long-term investments in
the business.

The realization of large cash proceeds that are applied primarily
to debt reduction, combined with plans to bolster profit margins
in the core Northeast stores, could put upward pressure on the
ratings.  Conversely, the failure to complete any restructuring
initiatives, or further erosion in sales and earnings in the US
businesses, could result in the outlook being changed back to
negative.

Ratings affirmed:

The Great Atlantic & Pacific Tea Company, Inc.

   * Senior implied at B3
   * Issuer rating at Caa1
   * Senior secured and guaranteed bank agreement at B2
   * Senior unsecured notes at Caa1
   * Multi-seniority shelf at (P)Caa1 for senior
   * (P)Caa2 for subordinated
   * (P)Caa2 for junior subordinated
   * (P)Caa3 for preferred stock
   * Speculative Grade Liquidity Rating of SGL-3

A&P Finance I, A&P Finance II and A&P Finance III:

   * Trust preferred securities shelf at (P)Caa2.

Headquartered in Montvale, New Jersey, The Great Atlantic &
Pacific Tea Company, Inc. operates 650 supermarkets in 10 states,
the District of Columbia and Ontario, Canada.  Sales for the
fiscal year ended February 26, 2005 were approximately
$10.8 billion.


GREATER SOUTHEAST: Fitch Withdraws D Rating on 1993 Revenue Bonds
-----------------------------------------------------------------
Fitch Ratings withdraws the rating of 'D' from the Prince George's
County, Maryland (Greater Southeast Healthcare System) hospital
revenue bonds series 1993.  The bank trustee declared the bonds in
default on May 26, 1999, and the following day the health system
began bankruptcy proceedings.  Fitch will no longer provide
ratings or analytical coverage on this debt issue.


HARD ROCK: Development Project Prompts S&P to Watch Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Hard Rock
Hotel Inc., including its 'B+' corporate credit rating, on
CreditWatch with negative implications.  Hard Rock Hotel Inc. is
the owner and operator of the Hard Rock Hotel & Casino located in
Las Vegas, Nevada.

The CreditWatch listing follows the company's earnings conference
call on May 5, 2005, where management indicated that the Hard Rock
Hotel Inc. might eventually acquire a portion of the major
development project to be constructed adjacent to the Hard Rock
Hotel & Casino.

This project is expected to include:

    (1) roughly 800 condominium hotel units (to be managed by the
        Hard Rock Hotel Inc.),

    (2) about 400 residential units,

    (3) 30-40 bungalows, restaurants, retail, entertainment,
        meeting space, and

    (4) additional casino space.

The total cost of this project and method of financing have not
been publicly disclosed yet.  Although a substantial portion of
this project will likely continue to be owned through a related
entity (HRCI), any meaningful contribution by the company to
acquire commercial space may increase debt leverage beyond
Standard & Poor's previous expectations.  Debt leverage at March
31, 2005, was about 5.0x, in line with the current ratings.

In resolving the CreditWatch listing, Standard & Poor's will be in
contact with management to further discuss its capital spending
plans, operating performance, and longer-term growth and financing
strategies.  Standard & Poor's has determined that if a downgrade
were to occur, it would be limited to one notch.


HOMESIDE MORTGAGE: Fitch Lifts Series 1998-2 Class B-4 Rating
-------------------------------------------------------------
Fitch Ratings has taken action on Homeside Mortgage Securities,
Inc. Issues:

   Series 1998-1

      -- Class A affirmed at 'AAA';
      -- Class M affirmed at 'AAA';
      -- Class B-1 affirmed at 'AAA';
      -- Class B-2 affirmed at 'AAA';
      -- Class B-3 affirmed at 'AAA';
      -- Class B-4 affirmed at 'AA'.

   Series 1998-2

      -- Class A affirmed at 'AAA';
      -- Class M affirmed at 'AAA';
      -- Class B-1 affirmed at 'AAA';
      -- Class B-2 upgraded to 'AAA' from 'AA';
      -- Class B-3 upgraded to 'AA' from 'A';
      -- Class B-4 upgraded to 'A' from 'BB'.

The affirmations reflect subordination and deal performance in
line with expectations and affect approximately $13,433,227 of
outstanding certificates.  The upgrades reflect a substantial
increase in credit enhancement relative to future loss
expectations and affect $1,137,960 of outstanding certificates.

As of the April 2005 distribution date, the pool factor (current
principal balance as a percentage of original) for 1998-2 is 2%
and the cumulative loss to date as a percentage of the pool's
initial balance is 0%.

Currently, the classes B-2, B-3, and B-4 are benefiting from
15.64%, 8.33%, and 5.2% credit enhancement (originally 0.75%,
0.40%, and 0.25%), respectively, in the form of subordination.

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


HOST MARRIOTT: Moody's Affirms Senior Unsecured Debt Rating at Ba3
------------------------------------------------------------------
Moody's Investors Service announced today that it has upgraded the
rating on the preferred stock of Host Marriott to B2, from B3, and
simultaneously affirmed the ratings on Host Marriott's senior
unsecured debt at Ba3 while revising the REIT's rating outlook to
positive.  

According to Moody's, the upgrade of the preferred stock rating
resulted from Host Marriott's ability to generate sufficient
operating profits to comfortably meet the 2.0X interest coverage
test under its bond covenants in 2004, as well as Moody's
expectation that the REIT will continue to meet this test going
forward.  In addition, these rating actions by Moody's reflect
steady improvement in the REIT's operating performance (fully-
loaded fixed charge coverage - including writeoffs of deferred
financing costs - increased to 1.1X at 1Q05, from 0.9X at YE03),
modest reduction in financial leverage (Net Debt to EBITDA at 6.7X
at 1Q05 from 7.5X at YE03), and success in lowering its financing
costs and extending maturities.

The positive rating outlook for Host Marriott reflects Moody's
expectation that the REIT's operating performance will continue to
improve in the near term given the ongoing recovery in the lodging
sector, as will its balance sheet.  Comparable RevPAR for the
first quarter of 2005 increased 7.6% over the prior year, and the
operating margin increased 1% over the same period.  Full year
2005 RevPAR and operating margins are expected to be stronger,
too, and accordingly Moody's anticipates fixed charge coverage
will improve over the near term.  Host Marriott has demonstrated
its ability to continuously access the debt and equity markets
(even through periods of stress), and has pursued a strategy of
acquiring assets on a leverage-enhancing basis.  The REIT
continues to maintain strong liquidity, with $589 million of
unrestricted cash and $575 million in capacity under its unsecured
line of credit at 1Q05.

Moody's said that a rating upgrade would require an increase in
fixed charge coverage (including CapEx) closer to 1.3X, with
continuous improvement in performance indicators, as well as Net
Debt to EBITDA (not inclusive of restricted cash) below 6.0X.
Should Host Marriott's fixed charge coverage remain at or below
1.0X and leverage levels reverse, approaching 7.0X, the rating
outlook would return to stable.  Unless the lodging sector
experiences another shock, Moody's views a downgrade from poor
operating performance as unlikely.

These ratings were upgraded:

   * Host Marriott Corporation -- preferred stock to B2, from B3;
     preferred stock shelf to (P)B2, from (P)B3

These ratings were affirmed:

   * Host Marriott Corporation -- Senior unsecured debt at Ba3
   * HMH Properties, Inc. -- Backed senior unsecured debt at Ba3
   * Host Marriott Financial Trust -- Backed preferred stock at B2

Host Marriott Corporation [NYSE: HMT] is a REIT headquartered in
Bethesda, Maryland, USA, that owns upscale and luxury full-service
hotels operated primarily under premium brands, such as Marriott,
Ritz-Carlton, and Hyatt.  The REIT owns or holds controlling
interests in 107 lodging properties.


INTEGRATED ELECTRICAL: Moody's Junks $173M Sr. Subordinated Notes
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of Integrated
Electrical Services, Inc. one notch to B3 senior implied and to
Caa2 for its guaranteed senior subordinated debt of $173 million
due 2009 and changed the outlook to negative.  The downgrade
reflects:

   * the company's recent operating weakness relative to Moody's
     expectations;

   * negative cash flow generation for the first half of FY 2005,

   * general outlook; and

   * the company's recent announcement that it is in violation of
     its minimum EBITDA covenant.

The downgrade also reflects the challenges that the company is
anticipated to encounter as it seeks to continue to divest certain
of its non-core operations and also the difficulties that the
company is expected to encounter as it attempts to grow its
retained core operations.  Moody's had stated in its December 2004
press release that IES' rating and or outlook could deteriorate:

   * if the company's free cash flow from its core operations
     relative to its debt levels did not improve;

   * if its divestment strategy brought in significantly less cash
     than was currently anticipated; or

   * if those divestitures took longer than anticipated.

Moody's believes that all of these factors have or are occurring.

Moody's has downgraded these ratings:

   * Senior Implied, downgraded to B3 from B2;

   * Senior Unsecured Issuer Rating, downgraded to Caa1 from B3;

   * $173 million (remaining balance) of 9.375% senior
     subordinated notes due 2009 (in two series), downgraded to
     Caa2 from Caa1.

The ratings outlook is changed from stable to negative.

The ratings downgrade reflects:

   * IES' weak operating cash flow generation;

   * the pace of debt reduction through asset sales;

   * low interest coverage;

   * the continuing financial and operating drag caused by various
     weak subsidiaries;

   * low margins; and

   * uncertainty regarding the company's operating outlook.

Of particular concern is the company's ability to boost its cash
flow generation, improve its operating margins, and achieve
reasonable prices for those assets under the "planned divestiture"
initiative.  The company's reported EBITDA margin for its second
quarter ended in March was slightly negative.

Although IES has broken its operations into three categories
comprised of core operations, those under review, and planned
divestitures; the proceeds from the $25 million in asset sales
consummated from September 2004 through March 2005 only resulted
in a $15 million decline in its net debt balances as those
divestiture proceeds had to offset operating losses and various
financial expenses.

Additionally, there is still uncertainty as to the net proceeds to
be realized from future asset sales.  The company's ratings are
also constrained by its limited access to the surety bonding
market and its ability to grow out of its current problems given
the expected impact that reduced bonding access will have on
revenues, cash flow, and liquidity.  IES issued convertible stock
for proceeds of $36 million in November and $14 million in
December, to improve its liquidity; however, the company's
$125 million revolver (not rated by Moody's) is not available due
to the current technical default.

The recent six months financial performance has been difficult as
evidenced by the decline in shareholders equity from $143 million
at FYE September 2004 to $114 million at the end of March 2005.
Moody's remains concerned that the company may need to post
significant portions of its unrestricted cash position to offset
its limited access to surety bonds until its operations stabilize.

In addition, IES is concentrating on only the more profitable
bonded work because of its reduced access to bonding.  More
importantly, the company's inability to pursue other profitable
bonding business suggests that IES will have difficulty growing
out of its current situation while at the same time rebalancing
its operations between core, planned divestiture, and under review
which makes it difficult in accessing performance and potential
buyer demand.

The company's ratings benefit from IES' core operations that enjoy
higher margins than the consolidated average.  While the company's
services are currently offered on a nationwide basis, thereby
limiting the impact of regional economic weakness, future
divestitures could alter that footprint.  The ratings reflect the
possibility that the remaining IES businesses post-divestment will
consist of a portfolio of the stronger companies with higher
return on assets and higher margins.  The ratings also consider
the company's recent success in appointing a new CFO after losing
two CFOs in FY 2004.

The ratings outlook has been changed to negative to reflect the
company's current weak recurring cash flow generation, the lower
than expected reduction in IES debt balances vs. Moody's
expectation from asset sales, and its weak liquidity.  The ratings
may deteriorate further if the company's free cash flow from its
core operations relative to its debt levels does not improve, if
its divestment strategy does not result in significant
deleveraging or increased liquidity, or if its divestiture
initiative continues to take longer than anticipated.  The outlook
and ratings could be affected if its core and under review
operating units were to experience margin contraction or increased
competition.

An improvement in the company's outlook and or rating would likely
result from:

   * a significant improvement in recurring free cash flow
     generation;

   * lower net debt; and

   * an improvement in the company's EBITDA to interest coverage
     to over 1.5 times.  

Success in the company's planned divestment of non-core assets
without higher than expected write-downs would also be viewed as a
positive.

For fiscal year 2005, earnings before interest and taxes to total
assets is estimated to be under 3%, EBITDA less capital
expenditures to interest is estimated to be under 1.3 times.
Total debt to recurring EBITDA for FY 2005 is estimated to be over
10 times.  As of March 31, 2005, the company had $37 million in
net property, plant and equipment and $87 million in goodwill.
Assets held for sale associated with discontinued operations
declined to $28.4 million at March 2005 from $79.2 million at the
end of FY 2004.  However, there are additional companies that IES
plans to sell that were not included in the March balance sheet
under discontinued operations.

Formed in 1997 and headquartered in Houston, Texas, Integrated
Electrical Services, Inc. is a national provider of electrical
solutions to the commercial and industrial, residential, and
service markets.


JACKSON COUNTY: S&P Holds Rating on Series 1994 Bonds at BB
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable on Jackson County Memorial Hospital Authority, Okla.'s
$20.885 million series 1994 bonds, issued for Jackson County
Memorial Hospital.  In addition, Standard & Poor's affirmed its
'BB' rating on Jackson's series 1994 bonds.

"The outlook revision to positive reflects improvements in
operating and excess income and volume levels in fiscal 2004,"
said Standard & Poor's credit analyst Kevin Holloran.

Jackson County Memorial Hospital is a 101-staffed-bed hospital
that serves Jackson County, Oklahoma and four surrounding
counties.  The overall population has demonstrated negative growth
during the last several years and Jackson is notably dependent on
the existence of Altus Air Force Base, the largest employer and
primary economic driver in the area.  The realignment of Altus Air
Force Base was recently recommended by the Department of Defense's
base realignment and closure report, which was released on May 13,
2005.  The realignment of Altus Air Force Base is an ongoing
process (final base closures and realignments will not occur
immediately), but the overall effect on Altus Air Force Base
appears minimal at this time.

The outlook revision reflects the recent recommendation to realign
Altus Air Force Base instead of closing it.  Standard & Poor's
will continue to monitor Altus Air Force Base's realignment and
its effect on the local economy and population base.  However, the
initial reports suggest that any financial effect from the
realignment will be minimal.

The long-term rating reflects:

    (1) strengthened operational liquidity, when Jackson's results
        are combined with those of JCMH Health Care Corp.;

    (2) improved operating and excess income levels in fiscal
        2004, generating adequate maximum annual debt service
        coverage of 1.7x in fiscal 2004; and

    (3) general increases in patient volume levels, despite a
        rural service area with negative population growth.

Offsetting factors precluding a higher rating at this time include

    (1) a declining population base,

    (2) the expectation of additional debt, and

    (3) the longer term effect that Altus Air Force Base's
        realignment will have on the area's economic and
        population base.

Jackson County Memorial Hospital Authority operates Jackson County
Memorial Hospital.  JCMH Health Care Corp. is a legally separate
not-for-profit corporation whose purpose is to carry out the
objectives of the authority and enhance the health care services
provided to the community of Altus, Oklahoma and surrounding
areas.  JCMH Health Care Corp.'s and Jackson County Memorial
Hospital's operations are intertwined and the hospital has access
to JCMH Health Care Corp.'s unrestricted funds.


JAMES GUIDRY: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: James Michael & Donna Guidry
        601 South Broadway
        Church Point, Louisiana 70525

Bankruptcy Case No.: 05-51323

Chapter 11 Petition Date: May 17, 2005

Court: Western District of Louisiana (Lafayette/Opelousas)

Judge: Gerald H. Schiff

Debtor's Counsel: Thomas E. St. Germain, Esq.
                  P.O. Box 8
                  Opelousas, Louisiana 70571-0008
                  Tel: (337) 948-4700

Total Assets: $651,650

Total Debts:  $1,922,000

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bizcapital Bidco, II          Truck Repair            $1,100,000
The Amoco Bldg.               Facility, 411 POW
1340 Poydras Street,          MIA, Church Point,
Suite 601                     Louisiana
New Orleans, LA 70112         Value of security:
                              $275,000

IRS                                                     $400,000
600 S. Maestri Pl St 31
New Orleans, LA 70130

State of Louisiana                                       $70,000
Department of Revenue &
Taxation
Post Office Box 66658
Baton Rouge, LA 70896

Acadia Parish School Board                               $60,000
P.O. Drawer 309
Crowley, LA 705270309


KITCHEN ETC: Taps Sulloway & Hollis as Special Litigation Counsel
-----------------------------------------------------------------
Kitchen Etc., Inc., sought and obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Sulloway &
Hollis, PLLC, as special litigation counsel, nunc pro tunc to
June 8, 2004.

On April 22, 2004, Heather Poirot filed a complaint against the
Debtor through the New Hampshire Human Rights Commission and the
Equal Employment Opportunity Commission.  The Complaint alleges
that the Debtor violated, inter alia, Title VII of the Civil
Rights Act of 1964.  Based on the allegations in the Complaint,
the Debtor has been advised that the action is not stayed by
Section 362 of the Bankruptcy Code.

Although the Complaint was filed in April 2004, Adelman Lavine,
the reorganization counsel for the Debtor only recently become
aware of the existence of that litigation matter.  Since the
filing of the Complaint, there was little activity in the action
and the fees generated by Sulloway & Hollis to date have been
fairly small.  Recently, the case has become more active.  

Because of the recent activity, the Debtor informed Adelman Lavine
of the existence of the action.  Before that time, the Debtor had
neglected to mention that the action was ongoing and that a
payment had been made by the Debtor to Sulloway & Hollis after the
bankruptcy filing.

Sulloway & Hollis has performed certain limited services for the
Debtor concerning the Complaint.  

Because Sulloway & Hollis' services have served to protect the
interests of the Debtor, the Debtor contends that the services
rendered also benefit its creditors.

On July 26, 2004, Sulloway & Hollis submitted an invoice for
$1,308.25.  On August 23, 2004, the Debtor paid Sulloway & Hollis
the full amount of the July 2004 Invoice.  The Debtor has since
been advised that that payment should not have been made to
Sulloway & Hollis, given the fact that its retention has not been
approved.

Because the payment to Sulloway & Hollis was improper, Sulloway &
Hollis will submit a fee application to the Court with respect to
that payment, as well as for any other services rendered by
Sulloway & Hollis since the July 2004 Invoice was sent to the
Debtor.

Since the July 2004 Invoice, Sulloway & Hollis has continued to
provide limited legal services to the Debtor with respect to the
action.  To date, charges for those legal services total
approximately $800, which have not been paid by the Debtor.

Sulloway & Hollis told the Debtor that only one attorney will be
working on the Poirot litigation matter.  Timothy A. Gudas, Esq.,
a partner of the firm, will work on the case.  His current hourly
rate is $180.

To the best of the Debtor's knowledge, Timothy A. Gudas, Esq., at
Sulloway & Hollis:

   (a) does not have connections with the Debtor, its creditors,
       or other party-in-interest, or their attorneys,

   (b) is "disinterested person" as defined in Section 101(14)
       of the Bankruptcy Code, as modified by Section 1107(b), and

   (c) does not hold or represent any interest adverse to the
       Debtor's estates.

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


KAISER ALUMINUM: Wants Removal Action Period Extended to Sept. 10
-----------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates seek an
additional 120-day extension of the period within which they may
remove numerous asbestos-related and civil actions pending in
multiple courts and tribunals pursuant to Section 1452 of the
Judiciary Procedures Code and Rule 9027 of the Federal Rules of
Bankruptcy Procedure.

Specifically, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware to extend their Removal Period until the
later of:

   (a) September 10, 2005; or

   (b) 30 days after the entry of the order terminating the
       automatic stay with respect to the particular Action
       sought to be removed.

Due to several factors, including the number of Actions involved
and the complex nature of the Actions, the Debtors have not yet
determined which, if any, of the Actions should be removed and, if
appropriate, transferred to the District of Delaware.  The
extension of the Removal Period serves to protect the Debtors'
valuable right economically to adjudicate lawsuits under Section
1452 if the circumstances warrant removal.

Christina M. Houston, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, notes that absent extension of the Removal
Period, the potential consolidation of the Debtors' affairs into
one court may be frustrated and the Debtors may be forced to
address claims and proceedings in a piecemeal fashion to the
detriment of their creditors.

Ms. Houston maintains that the Extension will not prejudice the
plaintiffs in the various stayed Actions because those parties may
not prosecute the Actions absent relief from the automatic stay.

Judge Fitzgerald will convene a hearing on June 27, 2005, at 1:30
p.m. to consider the Debtors' request.  By application of
Del.Bankr.LR 9006-2, the Debtors' Removal Period is automatically
extended through the conclusion of that hearing.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 68; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KMART CORP: Participates in Sears-Citibank Credit Card Deal
-----------------------------------------------------------
On May 2, 2005, Sears Holdings Corporation's wholly owned
subsidiaries, Sears, Roebuck and Co., and Sears Intellectual
Property Management Company, and Citibank USA, NA, entered into an
agreement to amend their Program Agreement dated as of July 15,
2003.

William K. Phelan, Sears Holdings' Vice President and Controller,
explains in a regulatory filing with the Securities and Exchange
Commission that, under the long-term marketing and servicing
alliance provided for in the Program Agreement, Citibank provides
credit and customer support services to Sears proprietary and gold
MasterCard holders and supports the Sears zero-percent financing
program.

The Amendment expands the scope of Citibank's provision of credit
and customer service benefits to include the holders of
proprietary credit cards it will issue for Kmart Corporation and
other Sears Holdings subsidiaries.  The Amendment provides for
Citibank to support zero-percent financing programs for Kmart and
other Sears Holdings subsidiaries in addition to the Sears zero-
percent financing program.

The Amendment also increases the amounts payable by Citibank to
Sears Holdings and its subsidiaries based on credit card account
generation and credit sales, and the amount of marketing support
to be provided by Citibank for Sears Holdings' credit card
programs.

In connection with entering into the Amendment, Kmart is in the
process of terminating its Credit Card Program Agreement with
Household Bank (SB), N.A. dated October 21, 2004.  Household
provides a private label credit card program for Kmart.

Mr. Phelan discloses that Citicorp USA, Inc., and Citigroup
Global Markets Inc., affiliates of Citibank served as a
Syndication Agent and Lead Arranger in connection with Sears
Holdings' five-year credit agreement that became effective on
March 24, 2005.  Citicorp USA is also a lender under that credit
facility.  A joint venture of which Citigroup is a part provides
administrative services to the Sears 401(k) Plan and the Sears
Pension Plan.

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


LENNAR CORP.: Strong Market Position Prompts S&P to Lift Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Lennar Corp. to 'BBB' from 'BBB-'.  At the same time,
the rating on roughly $1.6 billion senior unsecured notes is
raised to 'BBB' from 'BBB-', and the rating on roughly $300
million subordinated debt is raised to 'BBB-' from 'BB+'.  The
outlook remains stable.

"The ratings acknowledge Lennar's strong and diversified market
position, continued solid operating performance, and ample
financial flexibility," said Standard & Poor's credit analyst
Jeanne Sarda.  "These strengths are somewhat tempered by Lennar's
substantial, largely off-balance sheet land development
activities, and ongoing potential acquisition risk as the
homebuilding industry continues to consolidate."

Lennar has performed solidly during the past few years, and
prospects appear strong for fiscal 2005, as the gross profit
margin on home sales was up 210 basis points in the first quarter
2005 to 24.6%, new orders were up 9%, and Lennar's backlog reached
a record $6.0 billion.  The company is also very well positioned
for future growth through its strategic holdings in land-
constrained markets.


LORAL SPACE: Wants Solicitation Period Extended to August 1
-----------------------------------------------------------
Loral Space & Communications Ltd. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York to
extend their exclusive period to solicit acceptances for their
Third Amended Plan of Reorganization until August 1, 2005.

The Debtors need more time to secure approval of their Third
Amended Disclosure Statement and to properly solicit votes for
their Third Amended Plan.

The Court will convene a hearing on June 1, 2005, 10:00 a.m. to
consider the Debtors' request.  Objections must be filed and
served by May 23, 2005, at 4:00 p.m.  During the June 1 hearing,
the Court will also consider the adequacy of the information
contained in the Debtors' Disclosure Statement.

                      About Loral Space

Loral Space & Communications is a satellite communications
company.  It owns and operates a fleet of telecommunications
satellites used to broadcast video entertainment programming,
distribute broadband data, and provide access to Internet services
and other value-added communications services.  Loral also is a
world-class leader in the design and manufacture of satellites and
satellite systems for commercial and government applications
including direct-to-home television, broadband communications,
wireless telephony, weather monitoring and air traffic management.

The Company and various affiliates filed for chapter 11 protection
(Bankr. S.D.N.Y. Case No. 03-41710) on July 15, 2003.  Stephen
Karotkin, Esq., and Lori R. Fife, Esq., at Weil, Gotshal & Manges
LLP, represent the Debtors in their restructuring efforts.  When
the company filed for bankruptcy, it listed total assets of
$2,654,000,000 and total debts of $3,061,000,000.


LSP ENERGY: Moody's Affirms Senior Secured Debt Rating at B1
------------------------------------------------------------
Moody's Investors Service affirmed the senior secured debt of LSP
Energy Limited Partnership and LSP Batesville Funding Corporation
at B1.  The rating outlook is stable.

The rating action follows the announcement that Virginia Electric
Power Company (VEPCO A3 senior unsecured; stable outlook) intends
to assign and novate its rights under the Power Purchase Agreement
between VEPCO and LSP Energy to J. Aron & Company, a subsidiary of
The Goldman Sachs Group, Inc.  J. Aron's payment obligation under
the PPA will be unconditionally guaranteed by Goldman Sachs (Aa3
senior unsecured debt).  Under the terms of the assignment and
novation, the existing PPA will remain unchanged.  As such, the
only change that will occur following the completion of the
assignment and novation will be a change in the counterparty from
VEPCO to J. Aron (guaranteed by Goldman Sachs).

While Moody's views the assignment and novation, when completed,
to be credit positive, the rating affirmation also considers the
weak historical financial performance of the project.  LSP
Energy's debt service coverage ratio for 2004 was below 1.20x and
the performance is expected to be similar during 2005.  Under the
terms of the PPA being assigned, a scheduled permanent increase in
the capacity payment will occur during 2005, which should improve
financial results on a sustainable basis beginning in 2006.  LSP
Energy receives about 65% of its annual capacity payments from
this PPA and receives the remaining 35% from a separate power
purchase agreement with South Mississippi Electric Power
Association, an electric generation and transmission cooperative.
SMEPA assumed the payment obligations under this power purchase
agreement from Aquila, Inc. (B2 senior unsecured) on
February 28, 2005.

The rating affirmation also considers the ownership and day-to-day
operation of LSP Energy and LSP Batesville by affiliates of
Complete Energy Holdings, LLC, a newly formed private company,
indirectly owned by various private financial investors.  While
the operating performance of LSP Energy continues to show steady
improvement, Complete has only owned LSP Energy for less than nine
months and LSP Energy represents Complete's initial purchase of
electric generating assets.

The stable rating outlook for LSP Energy and LSP Batesville
reflects the expected improvement in operating and financial
results during 2005 and 2006 due to better plant performance and
the higher capacity payment under the PPA.  A further upgrade
could occur if the operating and financial performance at LSP
Energy improves on a sustained basis, including the maintenance of
an annual DSCR that exceeds 1.2x on a consistent basis.
Uncertainties to be considered in any rating action include the
limited operating record of Complete, LSP Energy's indirect owner,
and the longer-term merchant risk challenges that the project
faces after 2015 when all three PPAs with LSP Energy expire.  The
rating on LSP Energy could fall if the operating performance of
the project should weaken causing DSCR's to fall below 1.1x on a
consistent basis.

LSP Energy is limited partnership that owns and operates a 837
megawatt natural gas-fired plant located in Batesville,
Mississippi.  LSP Batesville is a funding corporation whose sole
purpose was to act as a co-issuer of the bonds.


LUCENT TECHNOLOGIES: Moody's Lifts Sr. Implied Debt Rating to B1
----------------------------------------------------------------
Moody's Investors Service raised the senior implied debt rating of
Lucent Technologies Inc. to B1 from B2 and affirmed the SGL-2
short term ratings.  The rating outlook is positive.

Ratings upgraded include:

   * Senior implied rating to B1 from B2;
   * Senior unsecured to B1 from B2;
   * Subordinated rating to B3 from Caa1; and
   * Trust preferred securities to B3 from Caa1.

The rating action reflects:

   * Lucent's continued stabilization of its revenue base;

   * sustained improvement in profitability;

   * sufficient internal liquidity to fund operations over the
     intermediate term;

   * prospects for cash flow generation; and

   * modest return of carrier capital spending, particularly in
     wireless technologies.

After extensive restructuring, cost reductions and balance sheet
recapitalization over the past few years, the company has shown
steady improvement in operating performance and credit protection
measures.  Lucent's current cost structure and internal liquidity
should provide the company with greater flexibility to respond to
ever changing market conditions within the communications
equipment sector.

The current rating takes into consideration the risks inherent in
the volatile communications equipment market, including:

   * the recent consolidation of U.S. carriers;

   * intense competitive pressure from existing and new entrants
     especially those from China; and

   * rapidly evolving technology standards.

The rating also recognizes the non-core, positive benefits to the
company's reported earnings from non-cash operating items such as
pension credits, reversals of bad debt write offs and reversals of
restructuring reserves.  Moody's expects that continued decline in
the company's wireline revenue, particularly within its legacy
wireline products, will be largely offset with revenue gains in
the company's wireless business.  Upgrades and network expansion
in domestic and emerging growth markets should provide continuing
revenue opportunities over the near to intermediate term.

The positive outlook reflects the fact that Lucent's rating could
be upgraded to the extent the company is able to sustain
profitable revenue growth and positive free cash flow generation
that result in further improvement in credit protection measures.
Any further upward rating action will be at a measured pace, given
the company's limited track record of generating consistent cash
flow and the longer term prospects for sustaining growth in a
consolidating carrier marketplace.  Alternatively, the rating
outlook could face downward pressure to the extent revenues show
material decline, the company is unable to sustain improvements in
profitability and cash generation, future acquisitions consume a
substantial amount of cash or the company adopts a materially less
conservative approach towards its internal liquidity profile or
the use of vendor financing.

Carrier capital spending has been stabilizing and is expected to
show slight improvement in the coming year.  Consistent revenue
performance over the past several quarters, coupled with a lower
cost profile from its previous restructuring activity, has enabled
the company to post relatively stable gross margin.  In the fiscal
second quarter ended March 31, 2005, the company's reported gross
margins reached 42% while reported operating margins were 11.5%.
As noted earlier, margins have been aided by non-core operating
benefits.  In the twelve month period ended March 2005, the
company generated gross cash flow (cash flow from operations prior
to changes in net working capital) of $1.5 billion, or 16% of
total revenue.

While the Integrated Network Solutions segment faces continuing
declines in revenue, Mobility Solutions and Lucent Worldwide
Services have experienced stronger growth, as demand for mobile
data services and managed network services increases.  Over the
last twelve months, INS represented approximately 28% of total
revenue, Mobility Solutions represented 49% and Services
represented 22%.  The company recently announced plans to combine
INS and Mobility under a single unit to be called Network
Solutions Group.  Lucent expects that the convergence of wireline
and wireless technology platforms under its Integrated Multimedia
Subsystem (IMS) architecture will create greater operating and
sales efficiencies under a single business unit.

The consolidation of U.S. carriers increases Lucent's customer
concentration.  It is estimated that the company's top two
customers represent over 40% of total revenue.  In the near term,
operational and network integration of merged carriers may provide
increased revenue opportunity for Lucent.  In the long term, the
reduction in customer base may lead to greater revenue volatility
and margin pressure due to the nature of large contract awards.
Ultimately, Moody's believes that consolidation of equipment
providers is likely, which heightens potential longer term event
risk.

In the twelve months ended March 31, 2005, the company generated
$1.7 billion of EBITDA (adjusted for add-backs of special
charges), resulting in EBITDA to interest coverage of 4.7 times
and debt to EBITDA leverage of 3.5 times.  While Lucent generated
$478 million of free cash flow in fiscal 2004, in the last twelve
month period the company had negative free cash flow of
$368 million.  Cash payment of $215 million towards settlement of
its outstanding shareholder lawsuit in the second fiscal quarter,
along with increases in its cash conversion cycle, contributed to
the decline in cash performance.

As of March 31, 2005, Lucent had cash and marketable securities of
$4.1 billion, and debt and trust preferred balances of
$5.9 billion.   The next scheduled debt payment occurs in
July 2006, when $379 million of 7.25% senior notes mature, while
$4.4 billion of the company's debt (including convertible
securities) matures in or after 2010.

In August 2007, holders of the company's $817 million outstanding
8% convertible subordinated notes due 2031 can subject the company
to redemption of the notes, which can be settled in cash or common
stock.  The company has $1.7 billion of pension liabilities and
$4.9 billion of other post-retirement and post-employment benefit
liabilities.  The company does not expect to make contributions to
its U.S. pension plans through fiscal 2007, and expects to make
annual contributions to its non-qualified and non-U.S. pension
plans of approximately $50 million in each of the next several
years.  It expects to have OPEB funding requirements of
approximately $225 million during fiscal 2005.


Lucent does not have access to any committed credit facility that
provides direct liquidity; however, it does maintain two senior
secured credit facilities that allow for the issuance of letters
of credit.  These facilities were amended in October 2004, to
improve terms and conditions and reduce the facility size from
$600 million to $414 million, more closely matching future
business needs and reduced costs.  The facilities are secured by
substantially all the domestic assets of the company, but no
longer have any initial cash collateral requirements.

In addition, the company eliminated its minimum operating income
covenant but maintained its $2.0 billion ($1.1 billion in the
U.S.) minimum cash requirement, which has ample room.  At
December 31, 2004, there was $353 million of outstanding letters
of credit.  The company is subject to ongoing litigation with
respect to changes in its employment and benefits plans and
various commercial disputes, and is under investigation for
possible violations of the Foreign Corrupt Practices Act.

Lucent Technologies Inc., headquartered in Murray Hill, New
Jersey, is a leading global provider of telecommunications
equipment and services.


MAC TEK: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Mac Tek, Inc.
        18 Chuck Drive
        Dracut, Massachusetts 01826

Bankruptcy Case No.: 05-43324

Type of Business: The Debtor provides machining services to
                  Raytheon T.I., Rockwell-Collins, Lockheed
                  Martin, Tyco International, and Los Alamos
                  National Lab, among others.
                  See http://www.mactekinc.com/

Chapter 11 Petition Date: May 16, 2005

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

Debtor's Counsel: Daniel J. Wilkins, Esq.
                  Law Office of Daniel J. Wilkins
                  92 Chelmsford Street
                  Chelmsford, Massachusetts 01824
                  Tel: (978) 250-4424
                  Fax: 978-250-0419

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   RG Belanger Associates                      $20,844
   6 Ipswich Circle
   Nashua, NH 03063

   Integrated Manufacturing                    $20,212
   Attn: Mario Ramirez
   10141 Freeman Avenue
   Santa Fe Springs, CA 90670

   Aotco                                       $20,000
   11 Suburban Park Drive
   Billerica, MA 01821

   Norm Soucy Associates                       $19,844

   Thomas Regional                              $9,000

   K & K Equipment                              $8,600

   Massachusetts Electric                       $8,172

   Dalton Manufacturing                         $7,350

   Machine & electrical                         $4,233

   CMW                                          $3,222

   Eastern Precision                            $3,129

   Industrial Tool Supply                       $2,983

   Robert Consaga                               $2,543

   Epner Technology                             $2,533
   
   Portland Technology                          $2,533

   Portland Machine                             $2,458

   Hunt Metrology                               $2,434

   Bard Industries                              $1,896


MASTER ALTERNATIVE: Fitch Affirms Three Low-B Ratings
-----------------------------------------------------
Fitch Ratings has affirmed MASTR Alternative Loan Trust Issues:

   Series 2003-1

      -- Class A at 'AAA';
      -- Class B-1 at 'AA';
      -- Class B-2 at 'A';
      -- Class B-3 at 'BBB';
      -- Class B-4 at 'BB';
      -- Class B-5 at 'B'.

   Series 2003-6

      -- Class A at 'AAA'.

   Series 2003-8

      -- Class A at 'AAA'.

   Series 2004-1

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

   Series 2004-2

      -- Class A at 'AAA';
      -- Class B-I-1 at 'AA';
      -- Class B-I-2 at 'A';
      -- Class B-I-3 at 'BBB';
      -- Class B-I-4 at 'BB'.

All affirmations reflect credit enhancement and deal performance
in line with expectations, and affect approximately $1,267,678,080
of outstanding certificates as detailed above.  The pools are
seasoned from a range of 15 to 27 months and pool factors (current
principal balance as a percentage of original) range from
approximately 35% to 76%.

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


MIDWEST GENERATION: Moody's Assigns Ba3 Rating to $300M Facility
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Midwest
Generation, LLC's $300 million first lien secured revolving credit
facility.  The rating outlook for MWG is stable.

The rating reflects the long-term competitiveness of
MWG's 5,621 megawatt fleet of coal-fired assets and the attractive
cost position of these assets relative to natural-gas fired
plants.  Moody's believes that MWG's competitive position will be
maintained over the next several years due to the current and
expected intermediate-term price of natural gas.  With a merchant
fleet of coal-fired plants, MWG has actively hedged its 2005
output, thereby reducing near-term cash flow volatility.  Through
March 31, 2005, MWG has hedged nearly 50% or around 12.6 TWh of
its 2005 electric generation at a price of $35.22/MWh.

The rating further considers the degree of consolidated leverage
that exists at MWG relative to the expected level of sustainable
cash flow.  With MWG's funded debt declining by $300 million in
April 2005, Moody's expects MWG's funds from operation to adjusted
debt to remain at approximately 10%, and expects MWG's FFO to
cover adjusted interest expense by about 2.0x over the next
several years under most scenarios.  Moody's notes that MWG's
operating performance, as measured by availability factors, has
improved substantially to 83% since Edison Mission Energy's (EME:
B1 senior unsecured) purchase of the assets from Commonwealth
Edison Company in 1999, reflecting operational efficiencies and
capital improvements that have been incorporated into the fleet.

MWG's ratings also consider the company's reliance on cash flows
from its indirect parent, EME, sourced from the $1.363 billion
intercompany note between MWG and EME. During the next several
years, payments on the note will total approximately $115 million.
In light of MWG's dependence on these cash flows and the
importance of MWG to EME's overall business, Moody's expects the
ratings of MWG and EME to remain closely aligned.

The $300 million senior secured revolving credit facility at MWG
expires in approximately six years, and is available to augment
working capital needs at this subsidiary, including the issuance
of letters of credit for hedging activities.  The credit facility
is secured on a first-lien basis by the same collateral package
that secures the existing $343 million first lien-term loan and
the $200 million secured revolving credit facility, both rated
Ba3.  The collateral package includes the hard assets at MWG
except for Powerton and Joliet units 7 & 8, which are pledged to
the lease-debt holders.  The collateral package also includes:

   * 100% of the equity interests in MWG and its subsidiaries;

   * 100% of the equity interests in Edison Mission Midwest
     Holdings;

   * the $1.363 billion EME intercompany note held by MWG; and

   * an account of Edison Mission Marketing & Trading.

Under the terms of the financing documents, MWG is permitted to
distribute 75% of its excess cash flow, plus the remaining 25% of
excess cash flow until this amount totals the $300 million equity
contribution made by EME.  Furthermore, MWG is required to make an
offer to prepay the term loan in an amount equal to one-third of
any distribution, less the portion of such distribution allocated
to the equity contribution.  Financial covenants include
maintaining consolidated interest coverage ratio of at least 1.25x
and a secured leverage ratio not exceeding 8.75x.

The stable rating outlook for MWG reflects the relatively
predictable levels of cash flow expected over the next several
years, given the fleet's competitive position among Midwestern
generators.  The stable outlook also considers a liquidity profile
that benefits from a low level of refinancing; as MWG's next
funded debt maturity does not occur until 2011.  There currently
is also significant liquidity at its parent EME, following the
completion of the sale of its international assets, which to some
degree, balances the high degree of holding company leverage that
remains at EME and at its parent, Mission Energy Holding Company.
(MEHC: B2 senior secured).

MWG's ratings could be upgraded if EME repays holding company debt
at EME and MEHC, if margins for merchant coal generation in the
Midwest remain at healthy levels, and if MWG's adjusted FFO to
adjusted debt were to improve to 15% on a sustainable basis.  The
ratings could be downgraded if EME's rating were to be downgraded,
if operating problems at MWG were to significantly impact capacity
factors and operating costs, or if MWG's adjusted FFO to adjusted
debt declined to below 8% on a sustained basis.

Headquartered in Chicago, Illinois, MWG is an independent power
producer that owns 5,621 megawatts of generating plants.  MWG is
an indirect wholly-owned subsidiary of EME, MEHC, and Edison
International.


MIRANT CORP: Inks $2.35 Billion Commitment & Fee Letters
--------------------------------------------------------
On May 12, 2005, Mirant Corporation and its debtor-affiliates made
a major step toward emergence from Chapter 11 protection by
obtaining a commitment letter, from:

    1. J.P. Morgan Securities Inc.,
    2. J.P. Morgan Chase Bank, N.A.,
    3. Deutsche Bank Securities Inc.,
    4. Deutsche Bank Trust Company Americas,
    5. Deutsche Bank AG Cayman Islands Branch, and
    6. Goldman Sachs Credit Partners L.P.

A full-text copy of the Commitment Letter and other related
financing documents is available at no cost at:

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

The $2.35 billion Commitment Letter is allocated among:

    (a) a senior secured revolving credit facility for $1 billion;
    (b) a term facility for $500 million; and
    (c) a bridge facility for $850 million.

The $1 billion senior secured revolving credit facility will be
used to fund the working capital needs of Consolidated New MAG
Holdco and to fund the $250 million payment to the Consolidated
Mirant Debtors to fund certain intercompany restructuring
transactions as provided for in the Plan.  The Plan also
contemplates that certain holders of unsecured claims against the
Consolidated MAG Debtors may be paid in part in cash on account
of their claims on the effective date of the Plan.

To facilitate making the $1.35 billion cash distributions:

     (i) the Debtors are engaging certain of the Commitment
         Parties to assist in raising up to $850 million
         through a public offering or a Rule 144A private
         placement; and

    (ii) certain of the Commitment Parties have committed to fund
         $1.35 billion through a $500 million term facility and
         $850 million bridge facility.

In exchange for providing the exit facility, the Commitment
Parties will receive, among others, various fees, including
customary commitment, takedown, rollover, underwriting,
arrangement and administration fees.   Additionally, the Debtors
have agreed to pay to the Commitment Parties and related parties:

    -- reasonable third-party out-of-pocket expenses; and

    -- an indemnification from any claims, damages, losses and
       liabilities arising from the Commitment Letter and related
       transactions.

                    Arrangement and Syndication

The Credit Facilities will be syndicated by:

    -- J.P. Morgan and Deutsche Bank Securities will act as
       co-lead arrangers for the Revolving Credit Facility;

    -- J.P. Morgan and Goldman Sachs will act as co-lead arrangers
       for the Term Facility; and

    -- J.P. Morgan, Goldman Sachs and Deutsche Bank Securities
       will act as co-lead arrangers for the Bridge Facility.
       J.P. Morgan, Goldman Sachs and Deutsche Bank Securities
       will also act as joint bookrunners in respect of the Credit
       Facilities.

JPMorgan Chase Bank will act as the sole administrative agent,
and Goldman Sachs and Deutsche Bank Securities will act as
co-syndication agents in respect of the Credit Facilities.

Pursuant to the Commitment Letter, the Commitment Parties intend
to syndicate the Credit Facilities to a group of lenders
identified by the Commitment Parties.  The Lead Arrangers will
manage all aspects of the syndication in consultation with the
Debtors.

The salient terms of the proposed transaction are:

I. Commitment Letter

JPMorgan Chase Bank and Goldman Sachs committed to separately
provide one-third of the entire amount of each of the Credit
Facilities.  Deutsche Bank Trust committed to provide one-third
of the amount of the Senior Secured Facilities and Deutsche Bank
AG would give one-third of the Bridge Facility.

The commitment of each party under the Commitment Letter is
subject to certain specified conditions.

II. The Credit Facilities

The Credit Facilities are divided into Senior Secured Facilities
and the Bridge Facility.  The Senior Secured Facilities consist
of the Revolving Credit Facility and the Term Facility.

The Senior Secured Facilities will be senior secured obligations
of New MAG Holdco and will be guaranteed by first priority
security interests in substantially all of the assets of New MAG
Holdco and its subsidiaries, excluding assets of:

    (1) Mirant Mid-Atlantic, LLC and its subsidiaries;

    (2) Mirant Energy Trading, LLC;

    (3) certain other entities that may be designated by the Board
        of Directors in accordance with the terms of the
        Commitment Letter; and

    (4) so long as they remain in bankruptcy -- Mirant New York,
        Inc., Mirant Lovett, LLC, Mirant NY-Gen, LLC and Hudson
        Valley Gas Corporation.

A. Senior Secured Facilities

    a. Revolving Credit Facility

       * Borrower: New MAG Holdco

       * Amount: Up to $1.0 billion revolving credit facility.

       * Commitment/Facility Fees: Calculated at the rate per
         annum on the average daily-unused portion of the
         Revolving Credit Facility, payable quarterly in arrears.

       * Letter of Credit Fees: To be paid pro rata to the Lenders
         quarterly in arrears on the average daily aggregate
         available amount under all letters of credit at a rate
         equal to the Applicable Margin for Eurodollar Rate
         Advances, less the amount of the Issuing Bank Fronting
         Fee.

       * Letters of Credit: The Revolving Credit Facility will be
         fully available for the issuance of letters of credit by
         the Issuing Banks.

       * Swingline Facility: A portion of the Revolving Credit
         Facility not in excess of $25,000,000 will be available
         for swingline loans from Agent on same-day notice.  Any
         Swingline Loans will reduce availability under the
         Revolving Credit Facility on a dollar-for-dollar basis.

       * Issuing Bank Fees: Equal to 0.125% per annum on the face
         amount of each Letter of Credit, payable quarterly in
         arrears to the relevant Issuing Bank for its own account.

         In addition, customary administrative, issuance,
         amendment, payment and negotiation charges will be
         payable to the relevant Issuing Bank for its own account.

       * Final Maturity: Six years from the date of the Credit
         Agreement.

    b. Term Loan Facility

       * Borrower: New MAG Holdco

       * Amount: Up to $500,000,000 term loan facility.

       * Amortization: The Term Loans will mature on the date that
         is seven years after the Closing Date, and will amortize
         in nominal quarterly installments aggregating 0.25% per
         quarter for the first 27 quarters, with the remainder
         payable on the date seven years after the Closing Date.

       * Availability: The Term Loans, if any, will be made in a
         single drawing on the Closing Date.

B. The Bridge Facility

The Bridge Facility will be a direct senior unsecured obligation
of New MAG Holdco and will be guaranteed as a senior unsecured
obligation by the same guarantors as the Senior Secured
Facilities.

    a. The Initial Loans

       * Borrower: New MAG Holdco

       * Initial Loans: No less than $850,000,000 of senior
         unsecured loans.

       * Guarantors: Jointly and severally guaranteed by all
         guarantors of the Senior Secured Facilities on a senior
         unsecured basis.

       * Use of Proceeds: To finance the Debtors' exit from
         bankruptcy.

       * Funding: The Lenders will make the Initial Loans
         simultaneously with the consummation of the Senior
         Secured Facilities.

       * Maturity/Exchange: The Initial Loans will initially
         mature on the date that is 12 months following the
         Closing Date, subject to extension.

         The Initial Loans and the Exchange Notes will be pari
         passu for all purposes.

       * Interest: Prior to the Initial Loan Maturity Date, the
         Initial Loans will accrue interest at a rate per annum
         equal to the greater of:

         (1) the Adjusted LIBOR on the Closing Date, plus 450
             basis points (or, if the Alternate Base Rate is
             substituted for Adjusted LIBOR, 350 basis points);
             and

         (2) the Treasury Rate on the Closing Date, plus 325 basis
             points.

             The interest rate will increase by an additional 50
             basis points at the end of each three-month period
             until the Initial Loan Maturity Date.

    b. Exchange Notes

       * Issuer: The Borrower will issue Exchange Notes under an
         indenture that complies with the Trust Indenture Act.

       * Guarantors: Same as the Initial Loans.

       * Principal Amounts: The Exchange Notes will be available
         only in exchange for the Initial Loans on or after the
         Initial Loan Maturity Date.  The principal amount of any
         Exchange Note will equal 100% of the aggregate principal
         amount of the Initial Loan for which it is exchanged.  In
         the case of the initial exchange by Lenders, the minimum
         amount of Initial Loans to be exchanged for Exchange
         Notes will equal 10% of the outstanding principal amount
         of the Initial Loans on the date of the exchange.

       * Maturity: The Exchange Notes will mature on the tenth
         anniversary of the Closing Date.

       * Interest Rate: The Exchange Notes will bear interest at a
         rate equal to the Initial Rate plus the Exchange Spread.

III. The Engagement Letter

J.P. Morgan, Deutsche Bank Securities and Goldman Sachs & Co.,
agreed to act as a book running manager and lead underwriter,
lead placement agent or lead initial purchaser with respect to
any public or private offering by New MAG Holdco or its
affiliates of debt or preferred equity securities in respect of
the Initial Financing including the Senior Notes and the
refinancing of any draws on the Bridge Facility.  The Engagement
Letter provides exclusivity to the Engagement Parties for the
issuance of the Securities for a limited term.

The Engagement Letter provides that the Debtors will not offer,
sell, contract to sell or otherwise dispose of any securities
substantially similar to the Securities without the Engagement
Parties' prior consent from the date of the Engagement Letter
until the earlier of:

    (a) the termination of the Engagement Letter; or

    (b) the closing of the sale of the Securities.

The Debtors agree to pay to the Engagement Parties, aggregate
underwriters' or initial purchasers' discounts, or placement
agency fees.

IV. The Fee Letter

Under a Fee Letter, JPMorgan Chase Bank, Goldman Sachs Credit
Partners and Deutsche Bank Trust are entitled to the payment of
certain fees as consideration for the agreements and commitments
under the Commitment Letter.  The aggregate fees payable will
depend on whether the financing closes, the length of time until
closing, the ultimate size of the facilities after giving effect
to any reduction in the Credit Facilities and the timing or any
refinancing of the Bridge Facility of any reduction.

The Debtors will not incur any fees under the Fee Letter unless
there is a Closing, other than the commitment fee in respect of
the Bridge Facility of 0.375% of the commitment amount of the
facility.

The fees and expenses associated with the Credit Facilities
include customary commitment, underwriting, arrangement,
administration and fronting fees.

The Fee Letter also contemplates a modest "tail" on the payment
of commitment fees.

The Debtors agree to pay to the Commitment Parties $15,000,000,
in the event that after entry into the Fee Letter, the Debtors:

    -- confirm a plan of reorganization that is materially
       different from the Plan described in the Commitment Letter;
       and

    -- consummate any Alternate Transaction in connection with the
       alternate plan without engaging the Commitment Parties to
       provide, arrange, place or underwrite the Alternate
       Transaction.

The Debtors seek the Court's permission to file the Fee Letter
under seal, and to keep confidential the Fee Letter indefinitely
-- not to be deemed unsealed 60 days after the final disposition
of the Debtors' bankruptcy proceedings.

The Debtors ask Judge Lynn for permission to execute the
Financing Documents and to incur obligations thereunder.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.  
(Mirant Bankruptcy News, Issue No. 63; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Blackstone Will Produce Valuation-Related Documents
----------------------------------------------------------------
As previously reported, the Official Committee of Equity Security
Holders appointed in the chapter 11 cases of Mirant Corporation
and its debtor-affiliates asked Judge Lynn U.S. Bankruptcy Court
for the Northern District of Texas to compel the Blackstone Group,
L.P., to produce valuation-related documents.

The Court heard oral arguments on the Equity Committee's Motion,
at which Blackstone:

    (1) agreed to produce all documents relating to the valuation
        work of Timothy R. Coleman as testifying expert of Mirant
        Corporation;

    (2) agreed to produce any valuation reports of Blackstone's
        Restructuring and Reorganization Advisory Services Group
        that was filed in court or otherwise publicly available
        for the companies referenced in Mr. Coleman's expert
        report; and

    (3) objected to producing any documents relating to the
        investments or valuations performed by Blackstone's
        Private Equity Group.

Thus, Judge Lynn grants Blackstone a protective order to preclude
discovery of documents or information relating to Blackstone's
Private Equity Group, including specifically any investments and
valuation analyses made by the Group.  The Court denied the
Equity Committee's Motion as moot per agreement of the parties.

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


MIRANT CORP: RBS Wants Securities Trading Restrictions Lifted
-------------------------------------------------------------
The Royal Bank of Scotland plc, New York Branch, holds over
$31.9 million in principal of Mirant Americas Generation, LLC,
unsecured debt.  In January 2005, RBS withdrew as a member of the
Official Committee of Unsecured Creditors of MAGi.  In February,
the Office of the U.S. Trustee reconstituted the MAGi Committee,
deleting RBS.

Unlike other MAGi Committee members, RBS is not routinely engaged
in the buying, selling or trading of bank debt of large
companies.  Accordingly, RBS did not execute a screening wall
declaration pursuant to the Court's August 2003 Screening Wall
Order, which allows Committee members to trade in the Debtors'
securities or bank debt without violating their fiduciary duties
as Committee members.

In view of its resignation from the MAGi Committee, RBS asserts
that the Screening Wall Order should no longer be applicable to
its future trading activities.  Out of abundance of caution, RBS
asks Judge Lynn to relax the trading restrictions provided under
the Screening Wall Order so it may proceed to sell or trade,
within its discretion, the Debtors' securities or bank debt,
without concern that it could arguably be in violation of the
Order.

Stephen A. Goodwin, Esq., at Carrington, Coleman, Sloman &
Blumenthal, LLP, in Dallas, Texas, assures U.S. Bankruptcy Court
for the Northern District of Texas that RBS, during its tenure as
MAGi Committee member, took no actions in contravention of the
Screening Wall Order.

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


MORTGAGE CAPITAL: Fitch Rates $22.7 Mil. Mortgage Class M at B-
---------------------------------------------------------------
Fitch Ratings upgrades Mortgage Capital Funding, Inc.'s commercial
mortgage pass-through certificates, series 1998-MC1:

     -- $64.7 million class E to 'AA' from 'AA-';
     -- $12.9 million class F to 'AA-' from 'A+';
     -- $38.8 million class G to 'A-' from 'BBB+'.

In addition, Fitch affirms these classes:

     -- $615 million class A-2 at 'AAA';
     -- Interest-only class X at 'AAA';
     -- $51.8 million class B at 'AAA';
     -- $71.2 million class C at 'AAA';
     -- $12.9 million class D at 'AAA';
     -- $22.7 million class M at 'B-'.

Fitch does not rate the $51.8 million class H, the $12.9 million
class J, the $12.9 million class K, the $32.4 million class L, or
the $10 million class N certificates.  The class A-1 certificates
have paid in full.

The upgrades are due to the increase in credit enhancement
resulting from loan payoffs and amortization.  As of the April
2005 distribution date, the pool has paid down 22% to $1.01
billion from $1.29 billion at issuance.

Two assets (1.6%) are currently in special servicing: one real
estate owned property (1.1%) and one loan in foreclosure (0.5%).  
Losses are likely but are only expected to affect the nonrated
class N at this time.

The REO property consists of two vacant retail boxes, formerly
Kmart and Builder's Square stores, located in Sterling Heights,
Mich.  There is a contract out for the smaller, former Builder's
Square box.  If the prospective buyer proceeds, the sale is
anticipated to close in July 2005.  In addition, the special
servicer, ARCap Servicing Inc., reported that there are interested
parties in the larger box.  Timing of a possible sale, however, is
uncertain at this time.  A $3.9 million payment from Kmart was
received in October 2004, which was used primarily to repay
outstanding servicer advances and pay down the debt.

The second specially serviced loan is secured by an office
property located in Westlake, Ohio.  ARCap is in the process of
judicial foreclosure; however, a court date has not yet been set.
ARCap is also exploring a possible note sale.

Fitch is concerned about the Edgewood Terrace/Four Season
Apartments loan (0.5%), which has been 30 days delinquent since
August 2004.  The borrower, however, continues to make payments,
preventing the loan from becoming 60 days past due.


NATIONAL WATERWORKS: S&P Continues to Watch Ratings
---------------------------------------------------
Standard & Poor's Ratings Services' ratings on water products
distributor National Waterworks Inc. remain on CreditWatch with
positive implications, where they were placed on April 6, 2005,
following the company's announcement that it intended to pursue an
IPO of common stock.  The Waco, Texas-based company has not
publicly announced its final capital structure or financing
arrangements, except to note in its S-1/A filing with the SEC that
it expects to have $550 million of pro forma debt as of March 25,
2005, with an amended/new credit facility.  Standard & Poor's has
met with management and discussed its planned capital structure,
longer-term financial policies, business strategies, and near-term
outlook.

"Should the financing structure take place as discussed, we would
raise our corporate credit and senior secured debt ratings to 'BB-
' from 'B+', and we would likely assign a positive outlook when
the contemplated financing arrangements are completed," said
Standard & Poor's credit analyst Joel Levington.  Currently, we do
not have a recovery rating on National Waterworks'secured bank
loan facility; however, we may assign one prior to the closing.
Furthermore, we may withdraw our ratings on the company's
subordinated notes if National Waterworks repurchases these notes
as outlined in the S-1/A filing.


NEW WORLD PASTA: Wants Open-Ended Deadline to Decide on Leases
--------------------------------------------------------------
New World Pasta Company and its debtor-affiliates ask the
Honorable Mary D. France of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania to extend the period within which
they may assume or reject unexpired nonresidential real property
leases until December 30, 2005.

The Debtors need more time to determine if the assumption or
rejection of particular leases is called for by the reorganization
plan that they are developing.  An extension will also enable the
Debtors to make informed business judgments on the assumption or
rejection of all the leases.

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is a pasta manufacturer in the  
United States.  The Company, along with its debtor-affiliates,
filed for chapter 11 protection (Bankr. M.D. Penn. Case No. 04-
02817) on May 10, 2004.  Eric L. Brossman, Esq., and Robert Bein,
Esq., at Saul Ewing LLP, in Harrisburg, serve as the Debtors'
local counsel.  Bonnie Steingart, Esq., and Vivek Melwani, Esq.,
at Fried, Frank, Harris, Shriver & Jacobson LLP, represent the
Creditors' Committee.  In its latest Form 10-Q for the period
ended June 29, 2002, New World Pasta reported $445,579,000 in
total assets and $451,816,000 in total liabilities.


NORTH AMERICAN: S&P Junks Proposed $20 Million Second-Lien Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' bank loan
rating and a recovery rating of '3' to the proposed $95 million
senior secured first-lien credit facility of membership services
provider North American Membership Group Inc. (B/Stable/--), and
its 'CCC+' rating and a recovery rating of '5' to the company's
proposed $20 million second-lien bank term loan.  The proposed
facility consists of a $20 million revolving credit facility due
2010 and a $75 million term loan B due 2011.

The facility and bank loan ratings are based on preliminary terms
and conditions. Proceeds will be used to refinance existing debt,
to purchase Cendant Corp.'s stake in the company, to purchase a
portion of preferred shares, and for general corporate purposes.
The 'B' rating and recovery rating of '4' on the company's
previously proposed $115 million credit facility were withdrawn.

Standard & Poor's affirmed its corporate credit rating and outlook
on the company.  The outlook is stable.  Pro forma for the
transaction, total debt outstanding was $95.6 million on Dec. 31,
2004.

The 'B' rating and the recovery rating of '3' on the first-lien
credit facility indicate an expectation of meaningful recovery of
principal (50%-80%) in the event of a payment default.  The 'CCC+'
rating and the recovery rating of '5' on the second-lien bank term
loan indicate a likely negligible recovery of principal (0%-25%)
in a default scenario.

"The ratings reflect North American Membership's niche membership
market focus, its small EBITDA base, and some merchandising
risks," said Standard & Poor's credit analyst Andy Liu.  These
factors are only partially offset by the company's fairly stable
membership and product revenues, and good conversion of EBITDA to
discretionary cash flow.

The outlook was affirmed at stable.  The outlook could be revised
to positive if the company can continue to successfully launch new
clubs and broaden its cash flow base.  On the other hand, poor new
club launches or overly aggressive marketing tactics, which
diminish the member experience and eventually the company's
operating performance, could lead to a negative outlook.

North American Membership is a membership services provider, with
4.5 million active members in 10 clubs.  Consumers join the
company's specialty interest clubs (such as hunting, fishing,
cooking, gardening, etc.) for modest fees.  In turn, the company
makes available to its members free and paid products and
services. Products sold by the company include DVDs, books, and
collectible coins.


OMEGA TECHNOLOGIES: Case Summary & 22 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Omega Technologies, Inc.
             555 East Braddock Road
             Alexandria, Virginia 22314

Bankruptcy Case No.: 05-11881

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Patricia Ann Williams                      05-11882

Type of Business: The Debtor provides information technology,
                  telecommunications and broadband Internet
                  connectivity solutions.
                  See http://www.omega-its.com/

Chapter 11 Petition Date: May 13, 2005

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtors' Counsel: Edsel Jay Guydon, Esq.
                  Guydon Love, LLP
                  3309 Duke Street
                  Alexandria, Virginia 22314
                  Tel: (703) 212-9000

                           Estimated Assets   Estimated Debts
                           ----------------   ---------------
Omega Technologies, Inc.   $500,000 to        $1 Million to
                           $1 Million         $10 Million

Patricia Ann Williams      $500,000 to        $500,000 to
                           $1 Million         $1 Million

A. Omega Technologies, Inc.'s 17 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Syzygy, Inc.                  Trade debt                $304,820
75481 Donwood Drive
Naperville, IL 60540

United States Treasury        Trade debt                $114,020
Internal Revenue Service
Center
Philadelphia, PA 19255

T. Curtis & Co.               Trade debt                 $65,000
8957-P Edmonston Road
Greenbelt, MD 20770

AT&T DSL                      Trade debt                 $63,418
P.O. Box 277019
Atlanta, GA 30384

American Express              Trade debt                 $30,653

Virginia Department of        Trade debt                 $21,436
Taxation

Jerome W. Haggins             Trade debt                 $20,000

James R. Shellington          Trade debt                 $20,000

Gregory R. Reid               Trade debt                 $20,000

Andrew Reese                  Trade debt                 $20,000

Louis A. Bryant               Trade debt                 $20,000

James C. Vincent              Trade debt                 $20,000

Michael E. Bouie              Trade debt                 $20,000

George Ward                   Trade debt                 $20,000

AT&T                          Trade debt                 $17,010

Patrick Henry, LLP            Trade debt                 $15,453

Dell Financial Services       Trade debt                 $10,461
Payment

B. Patricia Ann Williams' 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
BB&T Credit Line #3476        Personal loan               $5,136
1717 King Street
Alexandria, VA 22314

CapitalOne Mastercard         Personal loan               $2,866
CapitalOne Services,
P.O. Box 85015
Richmond, VA 23285

Nordstrom                     Personal loan               $1,582
Nordstrom Bank Colorado
Service Center
P.O. Box 6555
Englewood, CO 80155

Bombay Credit Plan            Personal loan               $1,264
P.O. Box 8181
Gray, TN 37615

Military Star                 Personal loan                 $608
P.O. Box 830031
Baltimore, MD 21283


OMI TRUST: S&P Rating on Class B-1 Certificates Tumbles to D
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B-1 certificates from OMI Trust 2002-B to 'D' from 'CCC-'.

The lowered rating reflects the unlikelihood that investors will
receive timely interest and the ultimate repayment of their
original principal investment.  OMI Trust 2002-B has reported an
outstanding liquidation loss interest shortfall for its class B-1
certificates.  Standard & Poor's believes that interest shortfalls
for this deal will continue to be prevalent in the future, given
the adverse performance trends displayed by the underlying pool of
manufactured housing retail installment contracts originated by
Oakwood Homes Corp., and the location of subordinate class write-
down interest at the bottom of the transaction's payment
priorities (after distributions of senior principal).


OPTINREALBIG.COM: Wants Larry Bidwell as Accountant
---------------------------------------------------
OptinRealBig.com, LLC, asks the U.S. Bankruptcy Court for the
District of Colorado for permission to employ Larry C. Bidwell,
CPA its accountant in its chapter 11 case.

Larry Bidwell will perform the accounting for OptinRealBig.com,
LLC's internet marketing business and the flow-through tax
consequences for Scott Richter, the Company's owner.

Mr. Bidwell discloses that his firm has performed accounting
services for Optinrealbig.com and Mr. Richter prior to the
Debtors' bankruptcy filing and received payments for services in
the ordinary course of business, including payments within the 90
days prior to the filing of the petition.  Mr. Bidwell reports
that he has received a $10,000 retainer.  

Larry Bidwell's professionals and their hourly rates are:

        Professional                             Rate
        -----------                              ----
        Larry C. Bidwell, CPA                    $105
        Teresa Ibarra, Senior Accountant          $65
        John N. Tanner, Senior Accountant         $50

Larry Bidwell assures the Court that it does not represent any
interest adverse to the Debtors or their estates.

Headquartered in Westminster, Colorado, OptinRealBig.com, LLC, is
an e-mail marketing company.  The Company filed for chapter 11
protection on March 25, 2005 (Bankr. D. Colo. Case No. 05-16304).
When the Debtor filed for protection from its creditors, it listed
estimated assets of $1 million to $10 million and estimated debts
of $50 million to $100 million.


OPTINREALBIG: Microsoft Wants Case Dismissed to Resume Litigation
-----------------------------------------------------------------
On December 17, 2003, Microsoft Corporation commenced a litigation
against Optinrealbig.com and its owner Scott Richter in the
Superior Court of King County, Washington [Microsoft Corporation
v. Synergy Inc. et al., Case No. 03-12559-8 SEA].  Microsoft seeks
damages and injunctive relief from the defendants relating to the
transmission of spam e-mail messages.

On Jan. 21, 2005, Microsoft filed a motion for Partial Summary
Judgment against the defendants for their violations of the
Washington Commercial Electronic Mail Act and Consumer Protection
Act.  OptinRealBig.com and Mr. Richter were required to respond to
Microsoft's motion on March 28.  Instead of responding, Microsoft
notes, OptinRealBig filed for bankruptcy.

According to Microsoft, OptinRealBig's bankruptcy filing is an
effort to delay the state court litigation.  Microsoft asserts
that OptinRealBig is hiding under the bankruptcy law to overrule
the decisions of the state court and to engage in blatant forum
shopping.

Microsoft holds a disputed claim against OptinRealBig for $20
million and $57 million against Mr. Richter.

Microsoft brings to the Court's attention the Debtors' statements
released to the press in April that OptinRealBig is "absolutely
profitable and financially viable." [The Denver Post, April 13,
2005].  The Debtors also told the Seattle Post-Intelligencer that
the chapter 11 filing is used to shield themselves from lawsuits
and to "get some breathing room."

Microsoft asks the U.S. Bankruptcy Court for the District of
Colorado to dismiss OptinRealBig and Mr. Richter's chapter 11
cases because they were filed in bad faith.

Headquartered in Westminster, Colorado, OptinRealBig.com, LLC, is  
an e-mail marketing company.  The Company filed for chapter 11  
protection on March 25, 2005 (Bankr. D. Colo. Case No. 05-16304).
When the Debtor filed for protection from its creditors, it listed
estimated assets of $1 million to $10 million and estimated debts
of $50 million to $100 million.


PAKAM ORIENTAL: Case Summary & 20 Largest Known Creditors
---------------------------------------------------------
Debtor: Pakam Oriental Rugs, Inc.
        100 Park Plaza Drive
        Secaucus, New Jersey 07094

Bankruptcy Case No.: 05-26649

Type of Business: The Debtor is an oriental rug importer &
                  wholesaler.  The Debtor is also a member of the
                  Oriental Rug Importers Association.  
                  See http://www.oria.org/members.asp

Chapter 11 Petition Date: May 18, 2005

Court: District of New Jersey (Newark)

Debtor's Counsel: Bruce Levitt, Esq.
                  Levitt & Slafkes, P.C.
                  76 South Orange Avenue, Suite 305
                  South Orange, New Jersey 07079
                  Tel: (973) 313-1200

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Known Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
American Express                               Unknown
P.O. Box 1270
Newark, NJ 07101-1270

B.T. Exports (PVT) Ltd.                        Unknown
9 K.M. (From Thokar)
near VIP Town Raiwind Road
Lahore, Pakistan

Continental Associates, LLC                    Unknown
P.O. Box 411
Roslyn, NY 11576

Department of Treasury                         Unknown
Internal Revenue Service
Cincinnati, OH 45999-0039

Department of Treasury                         Unknown
Internal Revenue Service
P.O. Box 145585
Stop 84200
Cincinnati, OH 45250-5585

Fedex                                          Unknown
P.O. Box 7247-0244
Pittsburgh, PA 15350-7461

First American Air Service                     Unknown
147-48 182nd Street
Jamaica, NY 11413

Fleet National Bank                            Unknown
111 Westminster Street
Providence, RI

Internal Revenue Service                       Unknown
30 Montgomery Street
Jersey City, NJ 07302

Joseph J. Lubertazzi, Esq.                     Unknown
McCarter & English, LLP
Four Gateway Center
100 Mulberry Street
Newark, NJ 07102

MCI Small Business Service                     Unknown
P.O. Box 371461
Pittsburgh, PA 15250-7461

Merrill Lynch Business Financial Service       Unknown
222 North LaSalle, 17th Floor
Chicago, IL 60601

OSI Collection Services, Inc.                  Unknown
P.O. Box 550
Princeton, NJ 08550-0550

Saad Oriental                                  Unknown
Jinnah Hospital Road
Johar Town
Lahore, Pakistan

Staples Credit Plan                            Unknown
Department 82-000325689
P.O. Box 9020
Des Moines, IA 50368-9020

State of New Jersey                            Unknown
Division of Employer Accounts
P.O. Box 059
Trenton, NJ 08625-0059

TotaLogistix, Inc.                             Unknown
P.O. Box 15089
Newark, NJ 07192

UPS                                            Unknown
P.O. Box 7247-0244
Philadelphia, PA 19170-0001

Verizon                                        Unknown
P.O. Box 4833
Trenton, NJ 08650-4833

Wazir Carpet                                   Unknown
7UP Road Industrial Area
Gulberg, II
Lahore, Pakistan


POLYMER GROUP: Likely Sale Prompts S&P to Watch Ratings
-------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Polymer
Group Inc. on CreditWatch with developing implications following
the announcement that the company has retained J.P. Morgan
Securities Inc. as its financial advisor to explore strategic
alternatives to maximize shareholder value, including the
potential sale of the company.  Developing implications mean that
the 'B+' corporate credit rating and other ratings may be raised,
lowered or affirmed.

"Although the completion and timing of a transaction remain
uncertain, and the identity of a potential buyer has not been
revealed, interested parties could include a larger strategic
buyer in a related product category or a financial buyer," said
Standard & Poor's credit analyst George Williams.

An acquisition of Polymer by a strategic buyer with a stronger
credit profile could result in an upgrade, while an acquisition by
a company with an aggressive financial profile could result in an
affirmation or downgrade.  Similarly, a debt-financed acquisition
by a financial buyer could lead to an affirmation or downgrade.

With annual revenues of about $850 million, North Charleston,
South Carolina-based Polymer manufactures products that are used
in a wide range of disposable consumer applications, including
baby diapers, feminine hygiene products, household and consumer
wipes, disposable medical products, and various industrial
applications, including automotive, filtration and protective
apparel.

Standard & Poor's will continue to monitor the situation closely
and resolve the CreditWatch listing when more information is
available.


RANCHO LAS FLORES: 281 Creditors Want Chap. 11 Trustee Appointed
----------------------------------------------------------------
Two hundred eighty-one creditors of Rancho Las Flores Development
and its debtor-affiliates ask the U.S. Bankruptcy Court for the
Central District of California, Riverside Division, to appoint a
chapter 11 trustee in the Debtors' bankruptcy proceedings.

Lawrence A. Diamant, Esq., counsel for the creditors of Rancho Las
Flores, tells the Court that the Debtors' current management is
incompetent and has engaged in fraud, dishonesty and gross
mismanagement.

Mr. Diamant reminds the Court of the legal history of Mark Ladeda
-- the sole shareholder of each of the four Debtors.  Mr. Laleda
was convicted of felony, bank and tax fraud in 1999.  He also
pleaded guilty of forgery.  

                   A Tale of Bankruptcy Cases

Mr. Diamant lists several bankruptcy cases filed by Mr. Laleda:

   * The chapter 7 case in 2001 which was dismissed for Mr.
     Laleda's failure to show-up in the meeting with creditors.  
     A non-dischargeable default judgment was given to Mr. Laleda
     amounting to $63 million;

   * Similarly, Mr. Laleda's Classic Building Company, Inc.,
     filed for chapter 11 protection in May 2000.  The case was
     dismissed in May 2002 after the chapter 11 Trustee found the
     case was meritless; and

   * Ladco Building and Development, Inc., also owned by Mark
     Laleda, filed for bankruptcy in 1998 but got dismissed as a
     no-asset case.

                  Bogus Real Property Development

Last year, Mr. Diamante relates, two of the Debtors engaged in
real property development.  The California Subdivision Map Act
requires developers to sell properties upon approval of a final
subdivision map.  According to Mr. Diamante, Mr. Laleda violated
the California Subdivision Map Act by entering into contracts with
potential purchasers for the sale of finished homes without a
government-approved subdivision map.  Mr. Laleda also collected
deposits from these potential customers ranging from $1,000 to
$5,000, Mr. Diamante says.  Mr. Laleda refused to return the
potential customers' deposits without their agreements to execute
releases.

Headquartered in Palm Desert, California, Rancho Las Flores
Development is a land developer.  The Company along with its
affiliates filed for chapter 11 protection on March 11, 2005
(Bankr. C.D. Calif. Case No. 05-12224).  Michael B. Reynolds,
Esq., at Snell & Wilmer represents the Debtors.  When the Company
filed for protection from its creditors, it estimated assets and
debts from $10 million to $50 million.


RESIDENTIAL MORTAGE: Fitch Lowers Class B Cert. Rating to C
-----------------------------------------------------------
Fitch has taken rating actions on the Residential Asset Mortgage
Products, Inc.:

   RAMP, home equity mortgage asset-backed pass-through    
   certificates, series 2001-RZ3:

      -- Class M-2 upgraded to 'AAA' from 'AA';
      -- Class M-3 affirmed at 'BBB';
      -- Class B downgraded to 'C' from 'CC'.

The deal is currently breaching its delinquency trigger.  The
average of the last three months' 60+ days delinquencies are at
11.17%, versus the trigger level of 8%.  The senior classes (A-1
through A-5) have already matured and the M-1 class was paid in
full, in April 2005.  As a result of the trigger breach, all
principal payments are now being made sequentially to the M-2
bond.  Also, the credit enhancement for this bond ($9,663,434.96
outstanding, as of April 25, 2005) has grown from 5.50% (initial
credit enhancement) to 52.72% now.  This bond has been upgraded as
a result of these factors.

The affirmation of the M-3 class ($6,450,000 outstanding) reflects
credit enhancement consistent with future loss expectations.  The
negative rating action on the Class B bond ($4,300,000
outstanding) is due to the decline in enhancement relative to the
applicable credit support levels.

As of the April 25, 2005, distribution date, the
overcollateralization was $25,715.77 with a target of $1,075,000.
The net monthly losses (gross losses minus excess spread
available) have averaged $18,720 over the past three months.  The
pool factor (current mortgage loans outstanding as a percent of
the initial pool) currently stands at 9.51%.

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


S3 INVESTMENT: Writes Down Securesoft Systems Investment
--------------------------------------------------------
S3 Investment Company (OTCBB:SEIH) filed its Quarterly Report on
Form 10-Q with the Securities and Exchange Commission for the
third fiscal quarter of 2005.

As part of its 10-Q filing, the company reported that it has
determined that the Securesoft Systems investment would require a
substantial amount of additional capital for this investment to
realize significant future revenues from sales of its compliance
software product.  Since several companies have expressed an
interest in taking over the software and paying a licensing fee to
Securesoft for each future installation, the company determined
that, based on that scenario, the value of Securesoft should be
written down from $995,871 to a value of $100,000.

Chris Bickel chairman and chief executive officer of S3
Investments, commented, "Our focus has clearly shifted from the
HIPAA compliance product of Securesoft Systems that was S3's only
investment under previous management to a more diverse portfolio
that features two additional growing subsidiaries, SINO UJE and
Redwood Capital.  SINO UJE is exceeding our expectations, and, as
we announced last month, is on track to more than triple its sales
for calendar year 2005 from the previous year.  We also expect to
see revenues from Redwood Capital's investment banking business in
the next fiscal quarter.

"Despite the loss in asset value, we believe that a licensing
agreement is the ideal arrangement for Securesoft's HIPAA
compliance product because revenue can be produced with virtually
no overhead or other costs incurred by S3 Investments.

"With the settlement of the company's last remaining significant
liability and the write-down of the Securesoft Systems investment,
management expects continued positive performance in its portfolio
and that the value of S3 Investments holdings will increase
throughout 2005 and beyond.  We are no longer weighed down by the
mistakes of past management, and we expect the performance of our
portfolio investments will validate the company's strategy to
diversify our holdings and build long-term value for
shareholders," Mr. Bickel added.

                      About the Company

S3 Investment Co. Inc. -- http://www.s3investments.com/-- is a  
Business Development Company regulated by the Investment Company
Act of 1940.  Its first operating subsidiary, Securesoft Systems
Inc. -- http://www.securesoftsystems.com/-- was acquired in April  
2003. S3 Investments has subsequently acquired 100 percent of
Redwood Capital to participate in the fast-growing investment
banking market in China and 51 percent of SINO UJE, a non-stocking
distributor of medical and industrial high-tech products to
markets throughout China.  S3 is currently seeking to acquire
additional synergistic companies and is focused on assembling a
portfolio of investments that will provide value to its
shareholders.

                     Going Concern Doubt

Chisholm, Bierwolf & Nilson expressed substantial doubt about S3
Investment's ability to continue as a going concern after it
audited the Company's financial statements for the year ended
June 30, 2004.


S3 INVESTMENT: Inks Settlement of La Jolla Cove Obligation
----------------------------------------------------------
S3 Investment Co. (OTCBB:SEIH) entered into a transaction to
eliminate its single largest creditor obligation and prevent the
enforcement of a judgment that the board of directors believed
would have threatened S3 Investments' ability to continue as a
going concern.

Under terms of the transaction, S3 Investments agreed to issue a
total of 600 million shares of its common stock in exchange for
which La Jolla Cove Investors Inc. agreed to pay an outstanding
judgment against the company of $292,159. The company has issued
the shares into a trust account from which La Jolla is entitled to
draw down shares provided that their ownership does not exceed 4.9
percent of the company's total issued and outstanding shares. Upon
liquidation of the shares, La Jolla is obligated to return to the
company 55 percent of any proceeds in excess of $136,079.

Chris Bickel, chairman and chief executive officer of S3
Investments, commented: "This obligation was another of the
liabilities that current management inherited when we came on
board several months ago, and we had come to the point that it had
to be settled or assets of the company would have been attached,
threatening the long-term future of S3 Investments. All other
avenues had been exhausted, and the board believes that this
transaction was the best method to settle the matter and allow the
company to raise some capital to be used to bolster the value of
its subsidiary holdings or target additional investments for its
portfolio.

"This is the last of the significant legal liabilities that we
inherited from past management, and we do not anticipate having to
use equity to satisfy liabilities beyond this transaction. We have
also instituted control measures to ensure that the liquidation of
shares by La Jolla Cove will have the least possible impact on the
market for S3 Investment stock.

"By focusing on continuing the revenue growth of our operating
subsidiaries, management believes that it will be able to increase
the value of the company even with the additional shares being
issued to settle this liability," added Mr. Bickel.

                     Going Concern Doubt

Chisholm, Bierwolf & Nilson expressed substantial doubt about S3
Investment's ability to continue as a going concern after it
audited the Company's financial statements for the year ended
June 30, 2004.

                 Liquidity and Capital Resources

As of March 31, 2005, the Company had total cash and current
assets of $200,194 and current liabilities of $756,739. The
majority of the liabilities are due to the recorded expense of
$670,843 for legal contingencies.  The Company generated cash for
operations through the issuance of common stock.  Commencing
December 1, 2003, the Company began issuing subordinated
convertible debentures.  The debentures bore interest at 8%,
matured 60 days from the date of issuance, and were convertible
into common stock at a discount to market of 50% from the closing
bid price on the date of conversion.  Through March 31, 2005, a
total of $752,482 ($0 this quarter) had been raised under these
terms and $752,482 ($0 this quarter) had been converted.   There
was a debt incurred on June 1, 2001 of $71,000 that was unpaid and
a convertible debenture was issued for $95,000 to pay the debt in
the quarter ending September 30, 2004.  None of this debt was
converted this quarter and the balance of $34,700 still remains.
On April 12, 2004, the Company filed a notification with the
Securities and Exchange Commission of its intent to raise capital
through the issuance of securities exempt from registration under
Regulation E of the Securities Act of 1933.  This exemption allows
the Company to sell up to $5,000,000 of securities exempt from
registration.  Through March 31, 2005 the Company raised
$1,614,238 of which $861,756 was from the cash sale of securities
($448,405 this quarter) and $752,482 was from convertible
debentures ($0 this quarter) through the issuance of 358,092,745
(none this quarter) shares of common stock through the use of the
Regulation E exemption.

There is no assurance that the Company will be able to raise any
additional funds through the sale of securities or through the
issuance of convertible debentures or that any funds made
available will be adequate for the Company to continue as a going
concern.  Further, if the Company is not able to generate positive
cash flow from operations, or is unable to secure adequate funding
under acceptable terms, there is substantial doubt that the
company can continue as a going concern.

                        About the Company

S3 Investment Co. Inc. -- http://www.s3investments.com/-- is a  
Business Development Company regulated by the Investment Company
Act of 1940.  Its first operating subsidiary, Securesoft Systems
Inc. -- http://www.securesoftsystems.com/-- was acquired in April  
2003. S3 Investments has subsequently acquired 100 percent of
Redwood Capital to participate in the fast-growing investment
banking market in China and 51 percent of SINO UJE, a non-stocking
distributor of medical and industrial high-tech products to
markets throughout China.  S3 is currently seeking to acquire
additional synergistic companies and is focused on assembling a
portfolio of investments that will provide value to its
shareholders.


S3 INVESTMENT: Filing Lawsuit Against Former CEO Wayne Yamamoto
---------------------------------------------------------------
S3 Investment Company (OTCBB:SEIH) disclosed that at the direction
of its board of directors, the company has drafted and intends to
file a lawsuit against Wayne Yamamoto, former chief executive
officer and member of the board of S3I Holdings Inc., the
company's previous name.

It is the company's position that Mr. Yamamoto breached his
fiduciary duty to the corporation during his management tenure by
his actions, or lack there of, regarding the $292,159 default
judgment by Professional Traders Fund LLC.

                        About the Company

S3 Investment Co. Inc. -- http://www.s3investments.com/-- is a  
Business Development Company regulated by the Investment Company
Act of 1940.  Its first operating subsidiary, Securesoft Systems
Inc. -- http://www.securesoftsystems.com/-- was acquired in April  
2003. S3 Investments has subsequently acquired 100 percent of
Redwood Capital to participate in the fast-growing investment
banking market in China and 51 percent of SINO UJE, a non-stocking
distributor of medical and industrial high-tech products to
markets throughout China.  S3 is currently seeking to acquire
additional synergistic companies and is focused on assembling a
portfolio of investments that will provide value to its
shareholders.

                     Going Concern Doubt

Chisholm, Bierwolf & Nilson expressed substantial doubt about S3
Investment's ability to continue as a going concern after it
audited the Company's financial statements for the year ended
June 30, 2004.

                 Liquidity and Capital Resources

As of March 31, 2005, the Company had total cash and current
assets of $200,194 and current liabilities of $756,739. The
majority of the liabilities are due to the recorded expense of
$670,843 for legal contingencies.  The Company generated cash for
operations through the issuance of common stock.  Commencing
December 1, 2003, the Company began issuing subordinated
convertible debentures.  The debentures bore interest at 8%,
matured 60 days from the date of issuance, and were convertible
into common stock at a discount to market of 50% from the closing
bid price on the date of conversion.  Through March 31, 2005, a
total of $752,482 ($0 this quarter) had been raised under these
terms and $752,482 ($0 this quarter) had been converted.   There
was a debt incurred on June 1, 2001 of $71,000 that was unpaid and
a convertible debenture was issued for $95,000 to pay the debt in
the quarter ending September 30, 2004.  None of this debt was
converted this quarter and the balance of $34,700 still remains.
On April 12, 2004, the Company filed a notification with the
Securities and Exchange Commission of its intent to raise capital
through the issuance of securities exempt from registration under
Regulation E of the Securities Act of 1933.  This exemption allows
the Company to sell up to $5,000,000 of securities exempt from
registration.  Through March 31, 2005 the Company raised
$1,614,238 of which $861,756 was from the cash sale of securities
($448,405 this quarter) and $752,482 was from convertible
debentures ($0 this quarter) through the issuance of 358,092,745
(none this quarter) shares of common stock through the use of the
Regulation E exemption.

There is no assurance that the Company will be able to raise any
additional funds through the sale of securities or through the
issuance of convertible debentures or that any funds made
available will be adequate for the Company to continue as a going
concern.  Further, if the Company is not able to generate positive
cash flow from operations, or is unable to secure adequate funding
under acceptable terms, there is substantial doubt that the
company can continue as a going concern.


SALOMON BROTHERS: Fitch Holds C Rating on Class MF-3 Securities
---------------------------------------------------------------
Fitch has taken the following rating actions on the following
Salomon Brothers Mortgage Securities VII, Inc. issues:

   Salomon Home Equity Loan Trust, asset-backed pass-through
   certificates, series 2001-1 Group 1:

      -- Class AF-3 affirmed at 'AAA';
      -- Class MF-1 affirmed at 'A';
      -- Class MF-2 downgraded to 'B-' from 'BB-';
      -- Class MF-3 remains at 'C'.

   Salomon Home Equity Loan Trust, asset-backed pass-through
   certificates, series 2001-1 Group 2:

      -- Class AV-1 affirmed at 'AAA';
      -- Class MV-1 affirmed at 'AA';
      -- Class MV-2 affirmed at 'A';
      -- Class MV-3 affirmed at 'A-';
      -- Class MV-4 downgraded to 'BBB-' from 'BBB'.

   Salomon Home Equity Loan Trust, asset-backed pass-through
   certificates, series 2002-CB3:

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

The affirmations of the above classes reflect adequate credit
enhancement levels given future loss expectations and affect about
$99 million in outstanding certificates.  The downgrades are due
to concerns regarding the adequacy of credit enhancement for the
remaining more subordinate bonds and affect about $8 million in
outstanding certificates.

As of the April 25, 2005 distribution date, for the 2001-1 deal,
the overcollateralization for Group 1 was zero, versus a target of
$710,204 and the MF-3 bond had a cumulative write-down of $292,499
as a result of losses exceeding excess spread.  The net monthly
losses (gross losses minus excess spread available) have averaged
$109,931 approximately, over the past three months for Group 1.  
The OC was $681,990 for Group 2 as against a target of $885,812
and the net monthly losses have averaged $58,820 over the same
period.  The pool factor (current mortgage loans outstanding as a
percentage of the initial pool) is currently at 21.97%.

As of the April 25, 2005 distribution date, the OC was
$1,731,382.52 versus a target of $2,543,098.23, for the 2002-CB3
deal.  The net monthly losses have averaged $257,707
approximately, over the past three months.  The pool factor is
currently at 34.36%.

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


SIERRA HEALTH: Fitch Upgrades Long-Term Debt Ratings to BB+
-----------------------------------------------------------
Fitch Ratings has upgraded its long-term issuer and senior debt
ratings on Sierra Health Services, Inc. to 'BB+' from 'BB', as
well as the insurer financial strength ratings of SIE's core
insurance subsidiaries Health Plan of Nevada, Inc. and Sierra
Health and Life Insurance Co., Inc. to 'BBB+' from 'BBB'.  The
rating action affects approximately $115 million of outstanding
public debt.  The Rating Outlook is Stable.

The rating upgrade is based on SIE's strong operating trends in
the Nevada healthcare market where higher membership, revenue, and
margins have resulted from SIE's key competitive advantages built
on the company's significant health maintenance organization
market share.  In addition, SIE successfully executed a sale of
the workers' compensation business, which was an ongoing
profitability drag.  

Through the combination of these factors, SIE achieved its highest
ever level of net income before taxes of $192 million in 2004 and
nearly doubled average net income before taxes margin from 4.7% to
8.5%.  Looking forward, SIE benefits from a favorable near-term
outlook for the Medicare business and strong medical cost
management that aids both its Medicare and commercial businesses.  
Fitch expects SIE to continue the positive operating momentum
achieved in 2004.

SIE's improved operating performance, high net income, and lack of
dividend have also allowed it to improve financial flexibility and
balance sheet fundamentals by retaining higher capital levels.  
SIE's equity adjusted leverage, which gives a 9% equity weighting
to SIE's convertible debentures, decreased from 37.9% at first-
quarter 2004 (Q1'04) to 31.6% at Q1'05, based on the strength of
SIE's improving capital.  SIE's strong year-end 2004 cash based
interest coverage was approximately 21 times, based largely on
management fee payments from HPN and to a lesser extent fee
payments and dividends from other subsidiaries.

Earnings based interest coverage of 42x is based on strong
operating earnings from continuing operations of $193 million in
2004 and is supportive of its ratings.  Capital levels at HPN and
SHL have both risen in recent years and SIE has the flexibility to
raise their capital further.  While Fitch still views SIE's 2004
combined operating company risk based capital ratio of 215% of the
company action level as moderate, Fitch notes the improvement over
2003's 190% and the increased holding company capital.

Primary rating concerns include SIE's limited diversification as
90% or more of its revenue and net income is generated from Nevada
since the loss of its TRICARE business.  While the Nevada economic
and regulatory environment is favorable, concentration poses its
own set of risks regardless of the situation.  While SIE has
significant advantages in Nevada, it competes against several much
larger competitors in the managed care business, where scale does
carry advantages.  Another concern addressed in Fitch's ratings is
some potential for further allowances on the Folksamerica note.

Sierra Health Services, Inc., is a publicly traded diversified
healthcare services holding company (NYSE: SIE), whose primary
insurance subsidiaries, HPN and SHL, provide health insurance and
managed care products and services primarily in the southern
Nevada market.  At March 31, 2005, SIE had over 572,000 members
and shareholders' equity of approximately $237 million.

Fitch has upgraded these ratings:

   Sierra Health Services, Inc.

      -- Long-term Issuer to 'BB+' from 'BB';
      -- Senior debt to 'BB+' from 'BB'.

   Health Plan of Nevada, Inc.

   Sierra Health and Life Insurance Company, Inc

      -- Insurer financial strength to 'BBB+' from 'BBB'.

The Rating Outlook is Stable for all ratings.


SHANNON SCHWEITZER: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Shannon Donnelly Schweitzer
        5414 Bellaire Drive
        New Orleans, Louisiana 70124

Bankruptcy Case No.: 05-14143

Chapter 11 Petition Date: May 18, 2005

Court: Eastern District of Louisiana (New Orleans)

Debtor's Counsel: Gary K. McKenzie, Esq.
                  Steffes, Vingiello & McKenzie
                  3029 South Sherwood Forest Boulevard, Suite 100
                  Baton Rouge, Louisiana 70816
                  Tel: (225) 368-1006
                  Fax: (225) 368-0696

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 7 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Gulf Coast Bank & Trust Co.                     $863,000
   200 St. Charles Avenue,
   (Main Office)
   New Orleans, LA 70130

   Regional Transit Authority                      $166,667
   6700 Plaza Drive
   New Orleans, LA 70127

   Transit Management of                           $166,667
   Southeast Louisiana, Inc.
   6700 Plaza Drive
   New Orleans, LA 70127

   Michael Metoyer                                 $166,667
   822 Valence Street
   New ORleans, LA 70115

   Eagle Finance, Inc.                             $160,000
   2609 Canal Street, Suite 300
   New Orleans, LA 70119

   Kenneth A. Weiss                                  $3,798
   McGlinchey Stafford
   643 Magazine Street
   New Orleans, LA
   70130-3477

   Dr. Harold M. Stokes and/or                       $2,000
   Hand Surgical Associates, Ltd.
   c/o Philip A. Franco
   701 Poydras Street, Suite 4500
   New Orleans, LA 70139


SOLANKI INVESTMENTS: Case Summary & 11 Largest Known Creditors
--------------------------------------------------------------
Debtor: Solanki Investments
        c/o Balvant Patel
        385 9th Street
        San Francisco, California 94103

Bankruptcy Case No.: 05-31488

Chapter 11 Petition Date: May 13, 2005

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Petition Prepared By: Narendra Sharma
                      1328 Shadowglen Road  
                      Sacramento, California 95864

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's List of 11 Largest Known Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   City of Fairfield                           Unknown
   Business License Department
   1000 Webster Street
   Fairfield, CA 94533

   S.B.S. Trust Deed Network                   Unknown
   29229 Canwood Street, Suite 110
   Agoura HIlls, CA 91301

   The Home Depot Supply                       Unknown
   c/o Gary L. Sweet
   Lorna Walker
   The Law Offices of Gary L. Sweet, PC
   6073 Mission Street
   Daly City, CA 94014-2007

   PG&E                                        Unknown
   P.O. Box 997300
   Sacramento, CA 95899

   Fairfield Municipal Utilities Department    Unknown
   Hall 1000 Webster Street
   Fairfield, CA 94533

   Solano garbage                              Unknown
   P.O. Box B
   FAirfield, CA 94533

   SBC                                         Unknown
   P.O. Box 78230
   San Franciso, CA 94107

   AT&T                                        Unknown
   P.O. BOX 78225
   Phoenix, AZ 78225

   John J. Conneely                            Unknown
   Attorney-at-Law
   1611 Boreal Place
   San Mateo, CA 94002

   F.N.F. Capital Inc.                         Unknown               
   10301 Deerwod Park Boulevard, Suite 103
   Jacksonville, FL 32256

   Property Tax Divsion                        Unknown
   Solano County Tax
   Fairfield, CA 94533


SOUTH FULTON: Fitch Withdraws Default Rating on Series 1993 Bonds
-----------------------------------------------------------------
Fitch Ratings withdraws the rating of 'D' from the Tri-City
Hospital Authority (South Fulton Medical Center), Georgia, revenue
anticipation certificates series 1993.  The bonds are in default
following a Chapter 11 filing for bankruptcy on April 26, 2000.  
Fitch will no longer provide ratings or analytical coverage on
this debt issue.  


SPACEDEV INC.: Stockholders' Equity Soars by $6 Mil. for 1st Qtr.
-----------------------------------------------------------------
SpaceDev, Inc. (OTCBB: SPDV) reported its financial results for
the first quarter ending March 31, 2005.  After eight successive
quarters of increasing revenues and five quarters of increasing
EBITDA, SpaceDev reached its most important financial milestone
yet, by achieving its first quarter of both net income and
positive cash flow.

Revenues increased approximately 78% to approximately $1,807,000
for the first quarter ending March 31, 2005 compared to
approximately $1,015,000 for the same period in 2004.  This
increase was primarily due to a backlog of contracts, which
include a second task order valued at approximately $8.3 million
with the Missile Defense Agency.  This current task order kicked-
off October 2004 and is part of our contract with the Missile
Defense Agency worth approximately $43 million.

"During the first quarter, we continued to successfully perform on
our Missile Defense Agency contract, which includes up to six high
performance networked microsatellites, we worked on a variety of
other contracts, and we developed new business opportunities with
potential new customers and our current customer base," said Jim
Benson, SpaceDev's founding chairman and chief executive officer.
"This was a great quarter for us because we recorded net income
and revenues that beat expectations.  Just last month, we entered
into a lease to add approximately 11,000 square feet of
fabrication space to begin construction of portable, high tech
rocket motor facilities in anticipation of test firing new,
larger, higher performance rocket motors that we are developing
under an Air Force contract for our low-cost expendable small
launch vehicle, the SpaceDev Streaker(TM)."

The Company continued to achieve income from operations for the
fifth consecutive quarter, which was approximately $66,000 for the
quarter ending March 31, 2005 compared to approximately $12,000
for the same quarter in 2004.  Also, during the first quarter of
2005, EBITDA increased to approximately $95,000, or 5.2% of net
sales, compared to EBITDA of approximately $28,000, or 2.7% of net
sales, for the same period in 2004.  

The Company realized a net income for the quarter ending March 31,
2005 of approximately $101,000, compared to a net loss of
approximately $443,000, for the comparable period in 2004.  The
net loss in the first quarter of 2004 was primarily related to
loan fees on our revolving credit facility of $464,000.  As
previously anticipated, the Company did not incur any non-cash
charges in the first quarter of 2005, as the revolving credit
facility had a zero balance at December 31, 2004 and through the
first quarter of 2005 hence, there were no additional expenses
related to note-to-equity conversions, as in the first quarter of
2004.

"It is exciting to see that the progress we are making in our
space program is also driving significant progress in our
financial statements," said Richard Slansky, president and chief
financial officer.  "This is our ninth consecutive quarter of
revenue growth, our fifth consecutive quarter of operating profit
and our first quarter of net income since I joined SpaceDev.  We
are positioning ourselves with a balanced management team, a
balance between an exciting long-term vision and short-term
financial performance and for continued growth in 2005 and
beyond."

Net cash provided by operating activities totaled approximately
$236,000 for the first quarter 2005, an improvement of
approximately $397,000 as compared to approximately $161,000 used
in operating activities during the same period in 2004.  The
positive trend in our current cash position was mainly due to our
ability to generate net income of approximately $101,000 for the
three-month period ending March 31, 2005, versus a net loss of
approximately $443,000 for the same three-month period last year,
combined with an increase in depreciation expense and an increase
in accounts payable and related accruals, which generated cash for
the three-month period ending March 31, 2005.

Net cash increased to $5,413,000 at March 31, 2005, an increase of
$4,431,000 from $982,000 at March 31, 2004.  The increase in net
cash can be tied to the issuance of our preferred stock in August
2004, the exercise of stock options and warrants from March 31,
2004 through March 31, 2005 and advances/conversions under our
revolving credit facility in 2004.  

Mr. Slansky commented, "Our balance sheet has been significantly
strengthened over the past two years.  Our strong cash position
and positive stockholders' equity provides a strong underpinning
to our rapid sales growth and also adds confidence to potential
customers and business partners."


                         About the Company

SpaceDev, Inc. (OTCBB:SPDV) -- http://www.spacedev.com/-- creates  
and sells affordable and innovative space products and solutions
to government and commercial enterprises.  SpaceDev's innovations
include the design, manufacture, marketing and operation of
sophisticated micro- and nano- satellites, hybrid rocket-based
orbital Maneuvering and orbital Transfer Vehicles (MoTVs) as well
as sub-orbital and orbital hybrid rocket-based propulsion systems
for safe human space flight.

At Mar. 31, 2005, SpaceDev, Inc.'s balance sheet showed a
$4,618,393 positive equity, compared to a $1,704,038 stockholders'
deficit at Mar. 31, 2004.


S-TRAN HOLDINGS: Taps Pachulski Stang as Bankruptcy Counsel
-----------------------------------------------------------          
S-Tran Holdings, Inc., aka STACAS Holdings, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware for permission to employ Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C. as their general bankruptcy counsel.

Pachulski Stang is expected to:

   a) provide legal advice with respect to the Debtors' powers and
      duties as debtors-in-possession in the continued operation
      of their businesses and management of their properties;

   b) prepare on behalf of the Debtors all necessary applications,
      motions, answers, orders, reports and other legal papers
      necessary in the Debtors' bankruptcy proceedings;

   c) appear in Bankruptcy Court on behalf of the Debtors in order
      to protect the interests of the Debtors before the Court,
      and assist the Debtors in preparing and pursuing a chapter
      11 plan and approval for a disclosure statement; and

   d) provide all other legal services for the Debtors that
      necessary and proper in their chapter 11 cases.

Laura Davis Jones, Esq., a Shareholder at Pachulski Stang, is the
lead attorney for the Debtors.  Ms. Jones discloses that the Firm
received a $350,000 retainer.  Ms. Jones charges $595 per hour for
her services.

Ms. Jones reports Pachulski Stang's professionals' bill:

    Professional            Hourly Rate
    ------------            -----------    
    David M. Bertenthal        $445  
    Michael R. Seidl           $375
    Sandra G. McLamb           $255
    Karina Yee                 $145
    Patricia Cuniff            $140

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

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second-day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No. 05-
11391).  When the Debtors filed for protection from their
creditors, they estimated assets and debts of $10 million to $50
million.


S-TRAN HOLDINGS: Wants to Continue Hiring Ordinary Course Profs.
----------------------------------------------------------------          
S-Tran Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
continue to retain professionals they turn to in the ordinary
course of business without bringing formal employment applications
to the Court.

In the day-to-day operation of their businesses, the Debtors
regularly call upon various professionals, including attorneys,
accountants and tax professionals to represent them in matters
arising in the ordinary course of their businesses.  

The Debtors explain that it would be costly and time-consuming to
require each Ordinary Course Professional to file separate formal
employment and compensation applications to the Court.  

The Debtors submit that some critical post-petition services to be
rendered by each Ordinary Course Professional is necessary with
respect to the Debtors' remaining operations, managing the
shutdown of their principal business operations, and marshalling
the Debtors' assets.

The Debtors assure the Court that:

   a) the services of the Ordinary Course Professionals will not
      be related to the administration of the Debtors' bankruptcy
      cases;

   b) no Ordinary Course Professional will be paid in excess of
      $2,500 per month unless otherwise authorized by the Court,
      and the aggregate monthly income for all the Ordinary Course
      Professionals will not exceed $10,000 per month unless
      otherwise authorized by the Court; and

   c) each Ordinary Course Professional will be required to file
      with the Court an Affidavit of the Proposed Professional and
      copies of that affidavit will be served to the U.S. Trustee,
      the Creditors Committee counsel and the Debtors' counsel.

Although some of the Ordinary Course Professionals may hold minor
amounts of unsecured claims, the Debtors do not believe that any
of them have an interest materially adverse to the Debtors, their
creditors and other parties-in-interest.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second-day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No. 05-
11391).  Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C. represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated assets and debts of $10 million to
$50 million.


TERAFORCE TECH: March 31 Balance Sheet Upside-Down by $8.7 Mil.
---------------------------------------------------------------
TeraForce Technology Corporation (OTCBB: TERA) reported financial
results for the first quarter ended March 31, 2005.

Net revenue for the first quarter of 2005 was $379,000, compared
to $4,607,000 in the same quarter last.  The first quarter 2004
amount included $2,950,000 in license fees that were not present
in the 2005 period.

In the first quarter of 2005 the Company generated a gross loss of
$13,000 versus a gross profit of $3,726,000 in the first quarter
of 2004.  The operating loss for the first quarter of 2005
amounted to $1,635,000 versus an operating profit of $1,922,000 in
the first quarter of 2004.  The gross profit and operating profit
in the 2004 period reflect the impact of the license fees
mentioned above.

The net loss for the first quarter of 2005 was $2,182,000 as
compared to net income of $1,587,000 in the first quarter of 2004.
Net income for the first quarter of 2005 and 2004 include non-cash
charges totaling approximately $389,000 and $201,000,
respectively, related to the amortization of warrant and other
costs arising from financing transactions.

Herman M. Frietsch, Chairman and CEO of TeraForce, commented, "As
we indicated a few weeks ago when we announced our 2004 year end
results, the first quarter of 2005 was disappointing to us.  This
was primarily a consequence of delayed orders from certain major
customers.  Moving into the second quarter we are seeing an
increase in orders that we expect to contribute to improved net
revenues in the second quarter.  However, the magnitude of those
improvements and the impact on our operating results and cash flow
are still uncertain.  We continue to believe that a strategic
relationship with another party in our industry is the best way in
which to capitalize upon the opportunities for our business.  We
are continuing to pursue a number of such possibilities.

"Since it has been such a short time since our 2004 year end
conference call, we will not be holding an investor conference
call for the first quarter of 2005.  I encourage you to review our
recently filed Quarterly Report on Form 10-Q for a more detailed
discussion of our first quarter results, financial position and
outlook."

                      About the Company

Based in Richardson, Texas, TeraForce Technology Corporation
(OTCBB: TERA) designs, develops, produces and sells high-density
embedded computing platforms and digital signal processing
products, primarily for applications in the defense electronics
industry.  TeraForce's primary operating unit is DNA Computing
Solutions, Inc., http://www.dnacomputingsolutions.com/

At Mar. 31, 2005, TeraForce Technology Corporation's balance sheet
showed an $8,753,000 stockholders' deficit, compared to an
$8,308,000 deficit at Dec. 31, 2004.


TERRA INDUSTRIES: Moody's Lifts $131M Notes' Junk Rating to B2
--------------------------------------------------------------
Moody's Investors Service upgraded the senior implied ratings of
Terra Industries Inc. to B1 from B3.  Additional ratings upgrades
are shown below . The upgrades reflect a number of positive
actions taken by management to strengthen the capital structure
along with improved operating performance that, when combined,
have resulted in improved cash flow and meaningful debt reduction.
Further debt reduction has been announced such that credit metrics
will begin to approach levels that reflect peak cycle conditions.
The ratings outlook was revised to positive from stable.

Ratings upgraded:

Terra Industries Inc.

   * Senior implied: raised to B1 from B3

   * Issuer rating: raised to Caa1 from Caa3

Terra Capital, Inc.

   * Guaranteed senior secured notes, $200 million due 2008:
     aised to B1 from B3

   * Guaranteed second priority senior secured notes, $131 million
     due 2010: raised to B2 from Caa1

The ratings upgrade takes into account:

   * the company's various leading domestic shares within its
     nitrogen products segments;

   * the diversity of its customer base;

   * the strategic locations of its domestic plants;

   * favorable near-term industry pricing fundamentals; and

   * its strong and dramatically improved liquidity.

The ratings also recognize improvements in Terra's capital
structure, credit metrics and wide distribution of equity
ownership now that Anglo American, formerly a 48% owner, has
distributed its shares of Terra into the open market.

The upgraded senior implied rating of B1 also reflects:

   * Terra's historic high leverage;
   * past track record of net losses;
   * weak historic coverage of interest expense; and
   * negative retained earnings.

Of key importance is the sensitivity of Terra's cash flows to
fluctuations in natural gas prices, and agricultural market risks
including the impact of seasonality, government subsidies,
weather, farm income, and corn and wheat production on sales.  

The ratings also reflect the high cost position of North American
nitrogen producers relative to global producers with access to
lower cost sources of natural gas.  As a result of high and
volatile natural gas prices, over the past twelve months, Terra
has closed or mothballed two significant facilities, Blytheville
and Donaldson, totaling some 920,000 tons of ammonia production.
There is also the prospect of material increases in world nitrogen
supply anticipated by 2008.

Terra's capital structure has materially improved in the last year
even after a material acquisition.  In December 2004, Terra
assumed $125 million in bank term debt and issued approximately
$150 million of common stock to fund the acquisition of
Mississippi Chemical Corp.  In 2004, MCC generated some
$60 million in EBITDA.  Pro-forma 2004 EBITDA for Terra if it had
owned MCC for all of 2004 would have been $280 million.  To date
Terra has retired $50 million of the MCC term debt and recently
indicated to investors that the $75 million balance will be paid
down in early June 2005.  Management ended the first quarter with
$200 million in cash on the balance sheet, enabling the additional
debt reduction, and will end the second quarter of 2005 with some
$140 million in cash.

In October of 2004, management issued $120 million in (unrated)
series A convertible perpetual preferred shares which are
structured in such a way that Moody's would view them as having "C
basket characteristics", thus we would treat this security as
providing some $60 million (50%) of equity credit and $60 million
(50%) of debt burden although management views this security has
permanent equity.   The publicly stated use of proceeds was to
redeem up to 35% or $71 million of the existing $202 million
11.5% Second Priority Senior Secured Notes due 2010 and for
general corporate purposes.  This debt reduction was accomplished
by year end 2004 and the current balance of these notes is
$131 million.

By the end of June 2005, pro forma debt is expected to approach
$332 million.  Based on June 2005 debt and pro-forma 2004 EBITDA
of $280 million, debt to EBITDA will be 1.2 times.  For 2005,
adjusting debt for pension liabilities, leases and preferred
equity, adjusted debt to EBITDA is expected to approach 2.2 times.
EBITDA coverage of pro forma interest expense for 2005 is expected
to be near 3.4 times.  Pro forma adjusted debt to book
capitalization will approach 40% at the end of 2005.

The positive outlook reflects Moody's expectation that Terra, over
the intermediate term, will sustain the current volume of business
due to improved crop prices and limited near-term competition from
imports, and that higher product prices will somewhat offset the
impact of higher natural gas prices.  The ratings could be raised
if the company substantially improves its profitability, continues
to reduce debt, and maintains adequate liquidity.  Specifically,
Moody's will focus on the financing details of the proposed new
joint venture in Trinidad, the sustainability of the current farm
economy, and that favorable nitrogen product prices more than
offset the prospect of higher natural gas prices.  Despite the
anticipation of future strong credit metrics suggesting a higher
rating, even after adjusting for leases and pensions, a future
upgrade would not likely move higher than Ba3 on a senior implied
basis.

The potential impact on Terra's competitive and financial profile
due to large increments of new low cost nitrogen capacity being
added in 2007 and 2008 are likely to limit upgrades above a Ba3
senior implied at this time.  Conversely, the ratings could be
lowered if foreign competition causes a faster than expected
deterioration in the U.S. business, if revolver borrowings are
greater than anticipated, or if the company fails to maintain
compliance with the covenants under the credit facility.

The $200 million 12.875% Senior Secured Notes due in 2008 are
secured by a first priority interest in ownership or leasehold
interest in substantially all real property, machinery and
equipment owned or leased by Terra Capital Inc. and the
guaranteeing subsidiaries, the limited partnership's interest in
Terra Nitrogen Company, L.P. owned by TCAPI and the guaranteeing
subsidiaries, and certain inter-company notes issued to TCAPI by
non-guaranteeing subsidiaries.  Payment obligations under the
Senior Secured Notes are fully and unconditionally guaranteed on a
joint and several basis by Terra and its U.S. subsidiaries.  TNCLP
and Terra's foreign subsidiaries do not guarantee the notes.  The
B1 rating of the notes reflects Moody's belief that in a
distressed scenario, the amount of collateral will be sufficient
to fully support the debt.

The $131 million 11.5% senior notes due 2010 are secured by second
priority liens on the company's domestic cash, account receivables
and inventories (the unrated revolving credit facility has first
priority liens on these assets).  The B2 rating of the notes
reflects Moody's belief that in a distressed scenario, the amount
of collateral may not be sufficient to fully support the debt.  
The notes will be guaranteed by Terra and by certain domestic
subsidiaries.

The ratings take into account Moody's expectation that natural gas
costs will continue to pressure Terra's operating margins.
Although natural gas prices have eased to the $5-$6/MMBtu range,
Moody's expects that average 2005 natural gas prices will be
materially higher than 2004, so operating margins could remain
under pressure.  Moody's concerns are somewhat mitigated by the
company's strategy of hedging its natural gas requirements.
For instance, the strategy allowed the company to reduce its 2004
natural gas costs by $19.4 million, increased 2003 natural gas
costs by $6.9 million and reduced 2002 natural gas costs by $16.3
million.

Terra's natural gas hedging policy is to fix or cap the price of
20% to 80% of its natural gas requirements for a rolling 12-month
period, and up to 50% of its natural gas requirements for the
subsequent 24-month period.  As of December 31, 2004,
approximately 26% of Terra's expected 2005 natural gas
requirements were covered by forward positions and none beyond.
The above strategy excludes the natural gas requirements of Point
Lisas Nitrogen Limited, which purchases its gas under a favorable
contract with the Natural Gas Company of Trinidad and Tobago.

The ratings also consider the favorable near term 2005 pricing
outlook for Terra's nitrogen products.  Planting acreage rates for
corn, soybean, and wheat are expected to remain relatively stable
in 2005.  Additionally, low fertilizer inventory levels at the
producer level have led to tight supply conditions, resulted in
improved pricing for all of the company's nitrogen products in
late 2004 and early 2005.  Overall, Moody's expects average
nitrogen products pricing to be higher in 2005 compared to 2004.

Terra had cash of approximately $200 million and revolving credit
facility availability of $200 million as of March 31, 2005.  The
company's cash balance increased significantly in 2004 as the
company generated over $160 million in free cash flow and issued
preferred equity that generated $116 million in net proceeds in
October of 2004.  With the debt reduction in 2004, and that
already announced for 2005, Terra's outstanding balance sheet debt
of $332 million will be at its lowest level since 1994.

Debt reduction has been and continues to be a publicly stated goal
of management as they seek to put the balance sheet on a stronger
footing prior to the start-up of material new nitrogen capacity
that is expected to occur in 2007 and 2008.  Moody's notes that
the addition of new global ammonia capacity could negatively
affect product pricing and investment by competitors in offshore
capacity and U.S. distribution assets could also cause margins to
fall in the intermediate to long term.  Moody's expects future
absolute debt reduction to be minimal as management is expected to
focus on growth opportunities such as a prospective joint venture
in Trinidad, which would be project financed and include a long
term natural gas supply agreement with the government.

Typically, Terra expects in some instances to borrow under its
revolver during Q2 as it funds a seasonal working capital buildup
approaching $50 million that peaks at the end of March.  However
this reverses quickly and the low end of working capital needs
occurs at the end of June.  In strong market conditions, much of
this approximate $50 million annual swing in working capital is
funded by customer pre-payments especially when product supplies
are tight, thus limiting the need to access the revolver.  The
company expects 2005 capital expenditures and plant turnaround
costs of $25 million and $35 million respectively.  Terra expects
to make pension contributions of $10 million in 2005.  The
company's global pension plan was underfunded by $139 million as
of December 31, 2004 and Moody's has adjusted credit measures for
this liability.

Terra Industries, Inc., headquartered in Sioux City, Iowa,
produces nitrogen fertilizer products (ammonia, urea, nitrogen
solutions, and ammonium nitrate) and methanol.  The company's 2004
revenues, pro-forma for the acquisition of Mississippi Chemical,
were $1.9 billion.


TRANSDIGM INC: Moody's Confirms Low-B Ratings; Outlook is Stable
----------------------------------------------------------------
Moody's Investors Service has confirmed the ratings of TransDigm,
Inc., and has changed the ratings outlook to stable from negative.
The change in ratings outlook was prompted by the company's
continued strong and stable operating margins while undertaking a
significant level of acquisitions since the company's
recapitalization in 2003.

The ratings continue to reflect:

   * the company's substantial debt levels;

   * high leverage;

   * the integration risk associated with recent acquisitions;  
     and

   * uncertainty surrounding the size and funding of potential
     additional acquisitions.

The ratings also continue to consider the strong and stable free
cash flow levels that Moody's expects the company to generate
going forward.  These high margins and resulting strong free cash
flow are expected to support the company's ability to either repay
debt or to fund modestly-sized acquisitions in the future without
further reliance on debt.  The ratings also consider TransDigm's
history of stable profit margins and revenue growth in an
improving commercial aerospace environment.

The stable outlook reflects Moody's expectations that the company
will be able to continue its robust operating margins and revenue
growth supplemented by revenue contributions from recent
acquisitions.  Operating margins are expected to continue to be
within historical ranges of approximately 30-35%.  Ratings could
be upwardly affected if the company demonstrates continuous free
cash flow generation of over 15% of total debt, with leverage
reduced to less than 4 times lease-adjusted debt/EBITDAR for a
sustained period.  Conversely, ratings or their outlook would be
subject to downward revision if cash flow to debt metrics were to
decline for any reason.

A ratings downgrade would be likely should sustained leverage
(lease-adjusted debt/EBITDAR) exceed 5 times or if free cash flow
were to fall below 5% of total debt, or if the company's operating
margins were to fall below 30% due to an unexpected downturn in
the commercial aviation sector or resulting from poor results from
acquired businesses.

Since the July 2003 recapitalization associated with the leveraged
acquisition by Warburg Pincus and management, TransDigm has been
able to strengthen its credit fundamentals through strong
operating margins and cash flow generation.  Over this period,
TransDigm has produced operating margins of over 30%, roughly in-
line with the company's longer-term historical experience,
regardless of industry conditions.  During this period revenues
have grown 9%, to about $320 million.

Moody's cites the company's focus on the higher-margin aftermarket
segment of the aerospace industry, the proprietary nature of the
many of the parts provided by TransDigm to its aerospace
customers, as well its diversification of installed base of
aircraft as key factors in its ability to maintain these margin
levels.  While the company does benefit somewhat from increased
production of new aircraft, a primary driver of demand and high
margins is the volume of aftermarket sales.  Current revenues and
margins are supported by high utilization levels of a broad
installed base of aircraft types.

In the short to intermediate term, the company's results will be
dependent on either continued high utilization rates or the
company's ability to reduce costs quickly in the event of a
meaningful decline in demand for its products.  Strong demand
allowed TransDigm to generate free cash flow, before acquisitions,
of about $69 million over the LTM March 2005 period, representing
about 10% of total debt.  Moody's believes that TransDigm will
continue to benefit from the expected positive industry
utilization rates and will continue to maintain existing margins
and strong cash flow levels for the near future.

Moody's also notes TransDigm's significant liquidity position,
which provides a degree of protection against unforeseen cash
requirements for working capital or capital expenditure needs, as
well as a potential source of funding for potential acquisitions.
As of March 2005, the company reported a cash and marketable
securities balance of about $71 million.  Combined with about
$99 million available under the company's revolving credit
facility, TransDigm currently enjoys about $170 million of total
liquidity.  Moody's assesses this to be a robust level of
liquidity, considering both the company's modest working capital
and CAPEX needs as well as the size of recent acquisitions
(approximately $75 million for three acquisitions over the past
12 months).

However, the company continues to operate with a high degree of
leverage.  TransDigm's total debt balances have remained nearly
unchanged since the LBO.  On a March 2005 total debt was
$691 million, which represents only a 1% reduction from the year-
end (September) 2003 balance of $700 million.  Moody's notes that
TransDigm's lease-adjusted debt/EBITDAR was about 4.7 times, which
is high for this ratings category.

In addition, as this level of debt represents over twice the
company's LTM March 2005 revenue, Moody's believes that
TransDigm's capacity to repay debt and to maintain current credit
fundamentals will rely very heavily on the company's ability to
maintain or improve on its current operating margins and ensuing
free cash flow levels.  For this reason, Moody's would become
concerned if TransDigm increases its acquisition pace or if
acquired entities do not immediately contribute to the company's
cash flow in a manner commensurate with its existing operations.
Moody's concern would be particularly acute if such acquisitions
were to be funded by additional debt.

These ratings have been confirmed:

   * Senior secured bank revolving credit facility at B1;
   * Secured bank term loan B facility at B1;
   * Senior subordinated notes confirmed at B3;
   * Senior implied rating at B1; and
   * Senior unsecured issuer rating at B2.

Headquartered in Cleveland, Ohio, TransDigm Inc. is a leading
manufacturer of highly engineered aerospace components to:

   * commercial airlines,
   * aircraft maintenance facilities,
   * original equipment manufacturers; and
   * various agencies of the U.S. Government.

The company had LTM March 2005 revenues of $320 million.


TRANSWESTERN PUBLISHING: Yell Group Buy Cues S&P's Watch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch listing
on TransWestern Publishing Co. LLC ratings, including its 'B+'
corporate credit rating, to positive from developing, reflecting
the company's planned acquisition by Yell Group PLC (BB/Stable/--)
for $1.58 billion in cash, including the assumption of debt.

Standard & Poor's had placed its ratings on the San Diego,
California-headquartered telephone directory publisher on
CreditWatch with developing implications on Feb. 18, 2005,
following the company's announcement that it would explore
strategic alternatives.  Upon the completion of the acquisition,
Standard & Poor's will withdraw its ratings on TransWestern and
remove them from CreditWatch following the refinancing of the
company's outstanding debt.


UNIVERSAL ACCESS: Vanco Wins Bidding at $18.7 Million
-----------------------------------------------------
At a recently concluded court-approved bidding of Universal Access
Global Holdings Inc.'s assets, Vanco Direct USA, LLC, submitted
the highest bid for $18.7 million.  Vanco also agreed to settle
Universal's outstanding liabilities of $3.5 million.

Vanco originally offered to buy the assets for $13 million.  The
acquisition offers Vanco a chance to expand its reach in the
United States.

"This acquisition signifies our clear intent to build an even
bigger business in the US - a large and diverse market where our
Virtual Network Operator model has been proven to be successful.
On top of our excellent organic growth in the United States,
typified by our largest-ever contract announcement earlier in the
month, the opportunity to purchase a business with such an ideal
fit could not be missed. We have paid a great price for an
innovative and unique business. I believe this is a significant
stepping stone in the continued strong growth of the Vanco
business," Allen Timpany, Vanco's Chief Executive, told a reporter
at Light Reading.

                        About Vanco plc

Established in 1988, Vanco plc (FTSE: VAN) is the leading global
Virtual Network Operator.  With solutions available in 230
countries and territories, Vanco is selected by the world's
largest organisations to provide strategic network solutions.  Its
customers include British Airways, Siemens, IBM/Lloyds TSB, Avis
Europe, Virgin Megastores, Ford Motor Company, Pilkington, Bacardi
and Smith & Nephew.  Through the Vanco network solution customers
get access to the greatest geographic coverage available through a
single provider. Vanco offers incomparable flexibility to
customise and adapt the solution in line with market changes and
business priorities.  Vanco is recognized by the industry for its
financial success and world class customer service delivery.  A
significant proportion of its investment capital goes into
customer care which is reflected by the awards won, independent
market research and customer retention.

Headquartered in Chicago, Illinois, Universal Access Global
Holdings, Inc. -- http://www.universalaccess.com/-- provides   
network infrastructure services and facilitates the buying and
selling of capacity on communications networks.  The company, and
its debtor-affiliates, filed for a chapter 11 protection on
August 4, 2004 (Bankr. N.D. Ill. Case No. 04-28747).  John Collen,
Esq., and Rosanne Ciambrone, Esq., at Duane Morris LLC, represent
the Company.  David W. Wirt, Esq., and David Neier, Esq., at
Winston & Strawn, represent an Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed $22,047,000 in total assets and $24,054,000
in total debts.


UNOVA INC: Moody's Upgrades $100M Sr. Unsec. Notes to B2 from Caa1
------------------------------------------------------------------
Moody's Investors Services raised the senior unsecured long-term
debt rating of UNOVA, Inc. to B2 with a positive outlook,
concluding its review, and assigned a B1 senior implied rating.
The rating action reflects improved financial performance in the
company's Automated Data Systems segment, namely the core Intermec
products and services, as well as meaningful debt reduction and a
strengthening liquidity profile.

The positive rating outlook incorporates:

   1) the expectation of further financial improvement in
      Intermec's revenue, margin and cash flow generation;

   2) the pending monetization in 2005 of the remaining Landis
      Grinding Systems (Landis) division in the Industrial
      Automation Systems (IAS) segment, now classified as a
      discontinued operation, will augment cash flow generation;
      and

   3) maintenance of a strong liquidity profile despite paying off
      $100 million of notes during the first quarter of fiscal
      2005.

Moody's adds that business prospects for radio frequency
identification are favorable although a meaningful profit
contribution from RFID products will not occur until at least
2006.

While the divestiture of the IAS segment eliminates the
diversification of the cash flow stream, it allows UNOVA to focus
on expanding higher-growth opportunities for Intermec and RFID
applications.  Upon completion of the Landis sale and conservative
application of sale proceeds, in conjunction with improving
financial performance, UNOVA could be considered for further
upward movement in its rating.

On the other hand, if the company's cash generating ability is
materially weakened from current levels due to higher working
capital investment, stabilizing rating consequences could result.
In addition, however, should UNOVA embark upon an aggressive share
repurchase program, large debt-financed acquisitions or any
combination thereof that would cause credit metrics to
deteriorate, the rating and outlook could face downward pressure.

Rating assigned with a positive outlook:

   * UNOVA, Inc. - senior implied rating of B1.

Ratings upgraded with a positive outlook include:

   * UNOVA, Inc. - senior unsecured notes totaling $100 million to
     B2 from Caa1; and

   * (P)B2/(P)Caa1/(P)Caa3 from (P)Caa1/(P)Caa3/(P)C for
      securities to be issued under its 415 shelf registration in
     the amount of $400 million.

UNOVA's fiscal 2004 experienced almost 15% growth in revenues
driven by improving demand for Intermec products and services.
EBIT margin increased to 8.7% from 6.8% in 2003 while free cash
flow (cash flow from operations less capital expenditures less
dividends) of nearly $35 million improved slightly over the prior
year level of $29 million.  Debt-to-EBITDA improved to 2.6x and
return on assets strengthened to 6.5% in 2004 compared to 3.4x and
4.3%, respectively in fiscal 2003.  Furthermore, free cash flow-
to-adjusted debt (balance sheet debt plus a modified present value
of operating leases excluding the underfunded pension position)
rose to 11.7% from 10.0%.

For the latest twelve months ended April 3, 2005, the EBIT margin
fell just below 7%, free cash flow dropped off to $21 million,
and, due to significant debt paydown during the first quarter,
free cash flow-to-adjusted debt excluding the underfunded pension
position rose slightly to 11.8% and debt-to-EBITDA improved to
1.6x.  Moody's notes that the first fiscal quarter is historically
UNOVA's weakest with momentum building through the remaining three
quarters of the year.  In addition, last year's first quarter
benefited from almost $20 million in intellectual property
settlements.

Moody's added that UNOVA has very strong liquidity.  As of
April 3, 2005, the company had $155 million of cash on hand even
after paying off $100 million of notes that matured in March.
Other than an $8.5 million IRB that comes due in July of 2005, the
remaining debt of $100 million is not due until 2008.

Despite steadily rising investments in research & development and
capital expenditures, free cash flow generation (cash flow from
operations less capital expenditures and dividends) is expected to
be positive for the next few years which should replenish the cash
position for other strategic investments as well as the 2008
maturity.  Lastly, the company has a $100 million secured bank
revolving credit facility that has a final maturity of 2007
(reduced to $50 million after the sale of Landis) which provides
further financial flexibility.

UNOVA, Inc. headquartered in Everett, WA, specializes in mobile
information technology for supply-chain logistics.


US AIRWAYS: America West Mechanics Wary Over Merger
---------------------------------------------------
On May 17, Teamster mechanics and customer service representatives
raised concerns to management and the board of directors at the
America West Airlines, Inc. (NYSE: AWA) 2005 shareholders meeting.
The workers' concerns ranged from potential conflicts of interest
over loans to a former CEO to anxiety over the airline's possible
merger with US Airways.

"As a 17-year employee who has been through bankruptcy and
reorganization many times, I deserve to know where my future
lies," said Kimberly Barbaro, a Teamster member and AWA ticket
agent, in her question directed to America West chairman and CEO
Doug Parker.

The Teamsters Union wants America West Airlines to negotiate
contracts that will protect the job security of its workforce in
the event of a merger with US Airways.  The union represents more
than 4,000 aircraft maintenance technicians, customer service
representatives and stock clerks at America West.

"If there is a formal announcement of any type of merger between
America West Airlines and US Airways, we will fight for our
members' rights and negotiate protections on their behalf," said
Andy Marshall, Secretary- Treasurer of Teamsters Local 104 in
Phoenix.

Another of the workers' concerns was the potential conflicts of
interest involved in the company's loan to former CEO Bill Franke.
"Bill Franke was able to borrow $1.7 million in the 1990s to pay
for earned income through company stock," Teamsters Union
Representative Bernadette McCulloch said.  "Doesn't AWA see this
as a conflict of interest?"

Parker responded that the company has implemented a policy to no
longer grant loans to employees.

          About International Brotherhood of Teamsters

Founded in 1903, the International Brotherhood of Teamsters
represents 1.4 million men and women throughout the United States
and Canada.

                       About America West

America West Holdings Corporation is an aviation and travel
services company. Wholly owned subsidiary America West Airlines,
Inc. is the nation's second largest low-fare airline and the only
carrier formed since deregulation to achieve major airline status.
America West's 14,000 employees serve nearly 60,000 customers a
day in 96 destinations in the U.S., Canada, Mexico and Costa Rica.
(AWAG)

                        About US Airways

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.


USG CORP: Asbestos PD Committee Wants to Tap LECG as Consultant
---------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the District
of Delaware authorized the Official Committee of Asbestos Property
Damage Claimants appointed in the chapter 11 cases of USG
Corporation and its debtor-affiliates to retain Hamilton,
Rabinovitz & Alschuler, Inc., as its consultant, nunc pro tunc to
February 23, 2004.  HR&A provided various consultative services,
including those that are related to both asbestos personal injury
claims and property damage claims.  While it continues to consult
with HR&A regarding PI Claims, the PD Committee had principally
relied on the services of a former HR&A employee, James E. Hass,
for consultative services in relation to PD claims.

On February 1, 2005, Mr. Hass became a Director of LECG, LLC.  As
a result, Mr. Hass is no longer affiliated with HR&A.

According to Marvin A. Tenenbaum, Esq., General Counsel of LECG,
LECG is an expert services firm that conducts economic and
financial analyses to provide objective opinions and advice to
resolve complex disputes and inform legislative, judicial,
regulatory and business decision makers.  LECG provides
independent expert testimony, original authoritative studies and
strategic advice.  In particular, Mr. Hass has provided and
continues to provide services to the PD Committee in W.R. Grace &
Co.'s bankruptcy proceedings.

The PD Committee believes that LECG is well qualified to serve as
its consultant on claim-related matters in the Debtors' Chapter
11 cases, in that, among other things, it has substantial
expertise in the estimation of the value of PD claims in other
mass-tort reorganizations.

Although the PD Committee continues to consult HR&A primarily in
relation to PI claims, LECG has been providing services to the PD
Committee since February 17, 2005.  The PD Committee believes it
necessary to officially retain LECG to advise it on matters
principally related to property damage claims and other matters
as it may request in the future.

Accordingly, the PD Committee seeks the Court's authority to
retain LECG as its consultant, nunc pro tunc to February 17,
2005.  Specifically, LECG will:

    -- estimate the value of asbestos property damage claims;

    -- develop claims procedures to be used in the development of
       financial models of payments and assets of an asbestos
       settlement trust;

    -- assess proposals made by the Debtors or other parties,
       including, without limitation, proposals from other
       creditors committees;

    -- assist the PD Committee in respect of the Debtors' proposed
       plan of reorganization and any other filed plans, as well
       as in negotiations with various parties;

    -- render expert testimony as required by the PD Committee;
       and

    -- render other advisory services as may be requested by the
       PD Committee from time to time.

The PD Committee will monitor the services to be provided by LECG
to ensure that no duplication of services occurs with respect to
the services to be provided by HR&A.

LECG will be paid on an hourly basis in accordance with its
standard rates:

        Directors and Principals             $200 to $800
        Senior Professional Staff            $195 to $520
        Associates                           $165 to $245
        Research Analyst                     $150 to $190

LECG will also be reimbursed for all reasonable out-of-pocket
expenses incurred in connection with its engagement.

Mr. Tenenbaum assures the Court that the firm does not have or
represent any interest materially adverse to the interests of the
Debtors or their estates, creditors or equity interest holders.
Mr. Tenenbaum discloses that LECG is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 84; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


W.R. GRACE: Paying VP Richard C. Brown $375,000++ Per Year
----------------------------------------------------------
As reported in the Troubled Company Reporter on May 2, 2005, W. R.
Grace & Co. (NYSE:GRA) elected Richard C. Brown as vice president.  
Mr. Brown was also named president of Grace Performance Chemicals.

            Grace Signs Employment Pact with Brown

W.R. Grace & Co. entered into an agreement with Richard C. Brown
providing for Mr. Brown's employment as the Company's vice
president and president of its Performance Chemicals business
segment effective May 1, 2005.

Under the terms of the Brown Agreement, Mr. Brown will receive a
$350,000 "sign-on" bonus.  Mr. Brown will receive a $375,000
initial base salary and will also be entitled to participate in
Grace's annual incentive compensation program.  For the 2005
calendar year, Mr. Brown will be guaranteed a $285,000 minimum
payout under that program.  In addition, he will receive targeted
awards under the company's long-term incentive programs:

    -- $335,000 for the 2005-2007 performance period;
    -- $400,000 for the 2004-2006 performance period; and
    -- $400,000 for the 2003-2005 performance period.

Any awards under the LTIPs will be prorated to reflect the actual
time during the applicable performance period that Mr. Brown was
an employee of the company.

Moreover, the agreement also provides that Mr. Brown will receive
a severance payment equal to 1.5 times his annual base salary, if
he is involuntarily terminated under conditions that would
entitle him to severance under the general severance pay plan for
Grace's salaried employees.

In addition, the agreement provides that Mr. Brown will receive a
supplemental pension benefit, which will be calculated by
applying the benefit formula of the Grace Retirement Plans to
additional years of credited service.  Mr. Brown will be credited
with an additional year of service for each year he remains an
employee of the company for the first four years of his
employment, and with six additional years of service as of his
fifth anniversary of employment with the company, for a maximum
total of 10 additional years of credited service.

If Mr. Brown is terminated not for cause prior to his fifth
anniversary, he will be entitled to a prorated portion of the
supplemental pension benefit.  The supplemental pension benefit
will be paid to Mr. Brown from the general assets of the company.

On April 27, 2005, the Board of Directors approved 2005 annual
incentive compensation award targets for the executive officers
and other management employees.  The targets for the executive
officers range from 65% to 78% of base salary and may not exceed
twice the amounts.  To achieve the targeted awards, Grace's 2005
pretax operating income, after certain adjustments, must be 10%
higher than 2004 pretax operating income.  No awards will be
earned if 2005 pretax operating income is less than 80% of 2004
pretax operating income.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 85; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WILLIAMS SCOTSMAN: S&P Rates $650 Million Secured Facility at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and a recovery rating of '1' to Williams Scotsman Inc.'s
proposed five-year, $650 million secured bank facility, based on
preliminary terms and conditions.  This senior secured rating is
also placed on CreditWatch with positive implications.  When the
terms of the bank facility are finalized and the existing facility
is redeemed, Standard & Poor's will withdraw its ratings on the
company's existing credit facility.

Standard & Poor's ratings on the Baltimore, Maryland-based mobile
storage and modular building lessor, including the 'B' corporate
credit rating, remain on CreditWatch with positive implications,
where they were placed on May 2, 2005.  The CreditWatch placement
followed the S-1 filing by parent company Scotsman Holdings Inc.
for an IPO of up to $250 million.  The proceeds from the IPO,
along with a new unsecured debt offering and $650 million bank
facility, is expected to be used to redeem the company's
outstanding notes and borrowings under its existing bank
agreement.  At March 31, 2005, the company had approximately $1.0
billion in lease-adjusted debt outstanding.

"Ratings on Williams Scotsman Inc. reflect its weak financial
profile, substantial debt burden, and concerns regarding potential
covenant violations on the existing credit facility," said
Standard & Poor's credit analyst Kenneth L. Farer.  Positive
credit factors include the company's large (approximately 25%)
market share of the modular space leasing market and fairly stable
cash flow despite weak earnings.

William Scotsman is a leading lessor of modular space units in
North America.  Its fleet consists of approximately 95,000 units
leased through a North American network of more than 85 locations.
The company's market share is comparable to that of GE Capital
Modular Space, with the third-largest competitor's market share
less than one-fourth the size of Williams Scotsman's, and the
balance of the industry highly fragmented.

The company's customer base includes construction,
commercial/industrial, and education sectors. Leasing modular
space units offers customers more flexibility and lower costs than
the construction of permanent facilities for certain purposes.
Historically, the industry has been somewhat recession resistant,
with utilization rates averaging 80%.  Utilization rose to 80% in
2004, from the 77% level for 2003, after rates fell to below 76%
in early 2003 due to weaker demand.


WINN-DIXIE: Hires DJM & Food Partners to Negotiate Leases
---------------------------------------------------------
In March 2005, Winn-Dixie Stores, Inc., and its debtor-affiliates
selected DJM Asset Management, LLC, to provide them with
brokering, negotiating and disposition services with respect to
their leased and owned properties.  D.J. Baker, Esq., at Skadden,
Arps, Slate, Meagher & Flom, in New York, relates that the Debtors
selected DJM because of its extensive experience working with
financially troubled companies' large real estate holdings.  DJM's
experience in the real estate industry will greatly assist the
Debtors in maximizing the value of their Properties, Mr. Baker
says.  DJM also has considerable experience in providing the
retail industry with real estate advisory services.

The Food Partners, LLC, is an investment banking firm focused on
the food industry.  Mr. Baker tells the U.S. Bankruptcy Court for
the Middle District of Florida that Food Partners' specialized
knowledge of the food retail and wholesale industries and, in
particular, its experience and expertise in advising in the
disposition and acquisition of owned and leased operating
grocery stores to other grocery companies will enhance and
complement the services provided by DJM and the Debtors' other
professionals.  In disposing grocery stores, Food Partners has
represented numerous privately held companies, as well as large
public companies.  Food Partners also has been involved in
disposing stores during several supermarket bankruptcies
including The Fleming Companies and Marvin's.  Food Partners
recently advised the Debtors in the marketing and disposition of
their grocery stores.  During this representation, Food Partners
advised the Debtors in the sale of approximately 50 stores.

Mr. Baker asserts that because of Food Partners' special
expertise in dealing with grocery store transactions and DJM's
experience in real estate transactions in the Chapter 11
bankruptcy context, the entities have complimentary skill sets.  
DJM's and Food Partners' experience in advising Chapter 11
debtors on real estate matters enables them to work efficiently
with the Debtors' other advisors on the many potential real
estate issues likely to arise, Mr. Baker says.

By this application, the Debtors seek the Court's authority
employ DJM and Food Partners to:

   (a) negotiate for the Debtors' benefit the sale, lease or
       other disposition of Owned Properties and the termination,
       assignment, sublease or other disposition of Leases;

   (b) negotiate waivers or reductions of prepetition cure
       amounts, Section 502(b)(6) of the Bankruptcy claims, and
       other Lease related claims;

   (c) negotiate rent reductions and other modifications related
       to leases;

   (d) assist the Debtors' attorneys and executives responsible
       for the documentation of proposed transactions, including
       assisting in the auction process of Properties, reviewing
       documents and assisting in resolving problems which may
       arise in the transaction process;

   (e) provide additional consulting services performed at
       the Debtors' specific request; and

   (f) provide progress reports to the Debtors regarding their
       efforts.

The Debtors will compensate DJM and Food Partners for their
services on the closing of a transaction that disposes of any of
the Properties.  The Debtors will compensate DJM and Food
Partners based on this schedule:

   (a) For Owned Property dispositions, 2% of Gross Proceeds.  
       The fee increases to 3% if the transaction involves a
       cooperating broker;

   (b) For Lease dispositions, the greater of (i) 2% of Gross
       Proceeds or (ii) 2% of the dividend that would have been
       payable if the Lease were rejected.  The fee increases to
       3% if the transaction involves a cooperating broker;

   (c) For reduced or waived claims, 3% of the total amount
       reduced or waived.  If the reduced or waived claim is a
       lease rejection claim, the fee is 3% of the dividend that
       would have been payable to the landlord;

   (d) For rent reductions and other monetary lease
       modifications, 3% of the net present value -- using a 6%
       discount rate -- of the Occupancy Cost Savings to the
       Debtors.  DJM and Food Partners will reduce this fee to
       2.5% of those savings if it works on more than 200 Leases;

   (e) For negotiating a Debtor's unilateral right to early
       termination of a Lease, the reduction of a Lease term,
       reducing the size of the premises or terminating a
       Debtor's obligations pursuant to a subleased premises, an
       amount equal to 1/2 of one month of Occupancy Cost for the
       applicable Lease;

   (f) For negotiating the payment of tenant improvement dollars
       to the Debtors, an amount equal to 3% of that payment.  
       DJM and Food Partners will reduce this fee to 2.5% of that
       payment if it works on more than 200 Leases;

   (g) For any other Lease modification, a $3,000 fee;

   (h) For additional consulting services performed at the
       Debtors' specific request that are not otherwise provided
       for in the Agreement, DJM and Food Partners will receive
       compensation at the rate of $300 per hour; and

   (i) DJM and Food Partners will charge no additional fees for      
       bankruptcy auction services.

DJM and Food Partners will split evenly the fees related to
dispositions of leases.  There will be no splitting of fees
regarding claim waivers or rent reductions or lease
modifications, all of which fees will go to DJM, unless any
transaction also involved a lease disposition, in which case the
fee for that transaction would be evenly split.

Andrew B. Graiser, Co-President of DJM, and Matthew S. Morris, a
principal of Food Partners, each assure the Court that their
firms are "disinterested persons" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food    
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  The Honorable Judge Robert D. Drain ordered
the transfer of Winn-Dixie's chapter 11 cases from Manhattan to
Jacksonville.  On April 14, 2005, Winn-Dixie and its debtor-
affiliates filed for chapter 11 protection in M.D. Florida (Case
No. 05-03817 to 05-03840).  D.J. Baker, Esq., at Skadden Arps
Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and
Brian C. Walsh, Esq., at King & Spalding LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


WINN-DIXIE: Wants to Reject Agreements & Equipment Leases
---------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to reject certain unexpired leases and executory contracts
effective June 2, 2005.  The Contracts include a signage
agreement, a telecommunications agreement and several equipment
leases with respect to stores no longer operated by the Debtors.

A complete list of the Contracts slated for rejection is
available for free at:

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

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom, in New
York, relates that the Contracts are no longer necessary to the
Debtors.  By rejecting the Contracts, the Debtors will avoid
unnecessary expense and burdensome obligations that provide no
tangible benefit to their estates or creditors, Mr. Baker says.

To the extent that the parties to the Contracts assert rejection
damages as a result of the rejections, the Debtors ask the Court
to set the deadline for filing proofs of claim with respect to
the rejection to the later of:

    (a) 30 days after the date of entry of an order approving the
        Motion; or

    (b) the August 1, 2005 bar date for filing proofs of claims.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food    
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  The Honorable Judge Robert D. Drain ordered
the transfer of Winn-Dixie's chapter 11 cases from Manhattan to
Jacksonville.  On April 14, 2005, Winn-Dixie and its debtor-
affiliates filed for chapter 11 protection in M.D. Florida (Case
No. 05-03817 to 05-03840).  D.J. Baker, Esq., at Skadden Arps
Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and
Brian C. Walsh, Esq., at King & Spalding LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


WINN-DIXIE: Wants to Set De Minimis Asset Sale Procedures
---------------------------------------------------------
Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, tells the U.S. Bankruptcy Court for the
Middle District of Florida that Winn-Dixie Stores, Inc., and its
debtor-affiliates have over 900 stores, several distribution
centers and various corporate offices throughout the southeastern
United States.  As a result of these large holdings and the nature
of their operations, the Debtors own hundreds of assets with de
minimis value which are no longer of any use to them.  The assets
include vehicles, equipment, store displays and machinery.  Prior
to the bankruptcy petition date, the Debtors routinely sold or
otherwise disposed of the Miscellaneous Assets in the ordinary
course of their business.

The Miscellaneous Assets are located throughout the Debtors'
various places of operation and have separate and distinct useful
lives.  As a result, holding one sale for all of the
Miscellaneous Assets is impracticable, Ms. Jackson says.

The Miscellaneous Assets are subject to liens in favor of the
Debtors' postpetition secured lender.  Accordingly, any sale of
the assets constitutes a sale of the lender's collateral.  Ms.
Jackson assures the Court that the lender's interests are
adequately protected because the Debtors will cause the proceeds
from any sale to be applied in accordance with their DIP
Financing.

                      Disposition Procedures

The Debtors want to sell the Miscellaneous Assets pursuant to
certain disposition procedures.

To the extent that the Miscellaneous Assets have a value equal to
or less than $75,000, the Debtors will sell them free of any
liens, claims or interest and without Court approval.  Within 20
days after the end of any month in which any sale of an asset
with a value less than $75,000, the Debtors will serve a report
on:

       (1) counsel for the Official Committee of Unsecured
           Creditors;

       (2) the lenders; and

       (3) counsel to any taxing authority affected by
           Section 1146(c) of the Bankruptcy Code.  

The report will specify the assets sold, the identity of the
seller, the identity of the purchaser, and the sale price.

For assets with a value between $75,00.01 and $150,000, the
Debtors will sell them free of any liens, claims, interests or
encumbrances without Court approval under these procedures:

   (a) The Debtors will give notice of the sale of any asset to:

       (1) the United States Trustee;

       (2) counsel for the Creditors Committee;

       (3) counsel for the lenders;

       (4) any taxing authority affected by Section 1146(c); and

       (5) any known holder of a lien on the property that is
           subject to the sale.

   (b) Ten days prior to the sale of any Miscellaneous Assets,
       the Debtors will serve the notice by e-mail or facsimile
       so as to be received by 5:00 p.m. ET on the date of
       service.  The notice will specify:

          (i) the assets to be sold;
         (ii) identity of the seller;
        (iii) the identity of the purchaser;
         (iv) the purchase price; and
          (v) the Debtors' marketing efforts for the sale.

   (c) The Notice Parties may file an objection to the proposed
       sale.  The deadline for filing objections is 4:00 p.m. ET
       five business days after receipt of the Disposition
       Notice.  Objections will be in writing and sent via e-mail
       to Smith Hulsey & Busey, Attn: Cynthia C. Jackson,
       cjackson@smithhulsey.com

   (d) If the Debtors do not receive timely objections, then the
       Notice Parties, including any party holding a lien, are
       deemed to have consented to the transaction and the
       Debtors are deemed authorized to proceed with the proposed
       sale and to take all actions necessary to complete the
       transaction and obtain the sale proceeds.

   (e) If a Notice Party timely objects to the proposed sale, the
       Debtors and the objecting Notice Party will use good faith
       efforts to resolve the objection.  If the Debtors and the
       objecting Notice Party cannot resolve the objection, the
       sale will not proceed until the Debtors obtain Court
       approval after notice and hearing.

By this motion, the Debtors ask the Court to:

   (a) approve the Miscellaneous Assets sales in accordance with
       the disposition procedures;

   (b) authorize the Debtors to sell the Miscellaneous Assets  
       free and clear of any liens, claims and encumbrances; and

   (c) deem the Section 1146(c) exemption applicable to all
       dispositions made.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food    
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  The Honorable Judge Robert D. Drain ordered
the transfer of Winn-Dixie's chapter 11 cases from Manhattan to
Jacksonville.  On April 14, 2005, Winn-Dixie and its debtor-
affiliates filed for chapter 11 protection in M.D. Florida (Case
No. 05-03817 to 05-03840).  D.J. Baker, Esq., at Skadden Arps
Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and
Brian C. Walsh, Esq., at King & Spalding LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


WORLDCOM INC: Mississippi Wants State Tax Determination Abstained
-----------------------------------------------------------------
The Mississippi State Tax Commission asks the U.S. Bankruptcy
Court for the Southern District of New York to abstain from
determining WorldCom, Inc.'s state tax liabilities to Mississippi
for the tax years 1998 to 2002.

WorldCom's intangible asset transfer pricing program has been the
subject of scrutiny by a number of states, including Mississippi.
According to Michael P. Richman, Esq., at Mayer, Brown, Rowe &
Maw, LLP, in New York, the Royalty Program appears to have been
designed to avoid the payment of state taxes on income, by
characterizing the income as royalties.

Mississippi has been investigating WorldCom's tax accounting.  On
March 26, 2004, Mississippi filed a claim for $3,020,611 for
additional back taxes WorldCom owed Mississippi for tax years 1999
through 2002.  On March 31, the Mississippi Attorney General's
Office amended the Tax Claim by increasing the amount to more than
$1 billion, and amplifying the tax year at issue to include 1998.

Mississippi subsequently amended the Tax Claim a second time,
after deriving more precise computations of tax liability for 1999
through 2002.  As of April 6, 2005, computations of WorldCom's tax
liability are still ongoing.

However, Mr. Richman says, Mississippi's ability to complete its
investigation, re-assess taxes, and otherwise commence the
administrative and judicial procedures has been impeded by the
discharge injunction and by WorldCom's unwillingness to
voluntarily provide documents and information.

Mr. Richman asserts that applicable judicial precedents suggest
that where state tax determinations involve complex facts and
policies and there is relatively little impact on WorldCom, Inc.
and its debtor-affiliates' prospects for reorganization, the
Bankruptcy Court should for the purpose of liquidating the amount
of the state tax claims abstain in deference to the state.  Mr.
Richman contends that Mississippi is in a better position to carry
out the tax assessment process and liquidate the tax claims amount
than the Bankruptcy Court.

The determination of WorldCom's tax liability to Mississippi for
1998 to 2002 depends on:

    -- the content of the required tax returns;

    -- Mississippi's right to review the returns and recalculate
       the amounts of tax to be due; and

    -- in the event of disagreement by the taxpayer, the pursuit
       of appropriate administrative adjudication.

Of critical importance is whether under the facts and applicable
Mississippi state law, asserted royalty payments should be
recharacterized as ordinary income, dividends or management fees
and taxed accordingly.

"This involves more than mere calculation, or the application of
statutory formulae, but rather an adjudication of evidence, the
application of state precedents and procedures, and the
development of state precedents where none exist," Mr. Richman
maintains.

Mr. Richman notes that the bankruptcy court in Miller v. Internal
Revenue Service, 300 B.R. 422, 431 (Bankr. N.D. Ohio 2003)
abstained from determining a tax liability issue, which "may not
appear to be complicated on its face," but would require a
knowledge of tax law that is "beyond the everyday, working
knowledge of a bankruptcy court."

Mississippi seeks to liquidate the tax claims and not enforce or
collect on any final determination of tax liability, Mr. Richman
clarifies.

                        Discharge Injunction

Mississippi further seeks relief from the Discharge Injunction
issued pursuant to the Confirmation Order so that it may carry out
the processes for determination of the Reorganized Debtors' tax
liability in Mississippi.

Mr. Richman asserts that relief would result in the complete
resolution of the Mississippi state tax liability issue, and would
not interfere with the bankruptcy case.  "The Court's deference on
the issue to Mississippi would be judicially economical in the
Debtors' bankruptcy case because it would release the Court from
supervising the lengthy discovery and complicated tax hearings."

Furthermore, Mr. Richman says, no creditors would be prejudiced by
granting Mississippi's request since the tax liability proceedings
would only involve the Debtors and would only resolve issues
particular to the Mississippi state law-based claims.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 90; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WORLDCOM INC: Bryan Pore Wants Stay Lifted to Pursue Action
-----------------------------------------------------------
Manuel H. Miller, Esq., in Tarzana, California, relates that on
August 1, 2002, Bryan Pore filed a complaint in the Orange County
Superior Court, State of California.  Mr. Pore alleged that he was
wrongfully terminated and discriminated and is owed wages by the
WorldCom, Inc. and its debtor-affiliates.

Mr. Pore filed proofs of claims, arising out of his former
employment with the Debtors:

    Claim No.  Claim Amount    Description
    ---------  ------------    -----------
      11962      $300,000      for wrongful termination
      11963        53,000      California Labor Comm. proceedings
      11964        50,000      --
      11965         2,700      for wages
      11966        30,000      for disability insurance benefits

Accordingly, Mr. Pore asks the U.S. Bankruptcy Court for the
Southern District of New York to lift the automatic stay to allow
him to pursue his claims in the California Action.  Mr. Pore will
not take any action to collect on the claim from the Debtors'
assets and further agrees to limit his claim against the Debtors
to the applicable insurance proceeds.

                           Debtors Object

Mark A. Shaiken, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, tells Judge Gonzalez that the Debtors' retention
on their employment practices insurance policy is such that the
cost of the defense of, and any recovery with respect to, the
California Action will be borne by the Debtors and not by an
insurance company.  Therefore, Mr. Shaiken says, there is no
insurance from which Mr. Pore can collect.

Furthermore, Mr. Shaiken notes, Mr. Pore filed the California
Action in August 2002, without obtaining relief the automatic
stay.  "Thus, the commencement of the Action was in violation of
the automatic stay and was a void act."

Mr. Shaiken adds that there no longer is an automatic stay with
which Mr. Pore can seek relief from.  The stay was terminated on
the Effective Date of the Debtors' Plan of Reorganization.  The
stay has been replaced by a permanent injunction contained in the
Confirmation Order and Section 524(a) of the Bankruptcy Code.
The Plan is effective and binding on Mr. Pore, Mr. Shaiken
asserts.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 90; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


YELL FINANCE: Moody's Affirms $549.9M Senior Notes' B1 Ratings
--------------------------------------------------------------
Moody's Investors Service today affirmed the ratings of Yell
Finance BV following the company's announcement that it has signed
a definitive agreement to acquire Transwestern Publishing, rated
B1, developing outlook.  Consideration for the debt and equity of
TWP is US$1,575 million, which Yell is financing with debt.

Ratings affirmed are:

   * Yell Finance Senior implied rating of Ba2

   * Issuer rating of B1

   * 10.75% GBP 162.5 million Senior Notes due 2011 affirmed at B1

   * 10.75% US$ 200 million Senior Notes due 2011 affirmed at B1

   * 13.5% US$187.4 million Senior Subordinated Notes due 2011
     affirmed at B1

   * GBP 860 million Senior Credit facilities affirmed at Ba2

The outlook on all ratings is stable.

The ratings affirmation reflects:

   * the strategic rationale for the acquisition;

   * Yell's track record in successfully integrating other US
     acquisitions; and

   * the company's strong cash flow generation combined with
     ongoing improvements in its operations in the US.

However, Moody's views the acquisition price as aggressive and as
a result, the ratings, although affirmed, are now considered
weakly positioned in the rating category.

Consideration of US$1,575 million for TWP represents an
acquisition multiple of c. 15.7x TWP's FY04 EBITDA of
US$99.3 million which, in Moody's view is expensive and reflects a
defensive strategic rationale for the acquisition.  Of particular
concern is the fact that over the short-term, TWP's cash flow is
not sufficient to offset Yell's increased interest burden.  
The acquisition materially increases Yell's leverage from 2.7x net
debt/adjusted EBITDA as of 31 March 2005 to 4.3x on a pro forma
basis, however the affirmation reflects Moody's expectation that
leverage will fall to around 4.0x by March 2006 and remain in the
range of 3x to 4x EBITDA on an ongoing basis.

The transaction will be funded through a new GBP2 billion facility
which will also replace Yell's existing GBP 860 million senior
credit facilities.  The rating on the existing facilities will be
withdrawn upon repayment.  Moody's does not rate the new senior
credit facilities.

Moody's notes that the acquisition is consistent with Yell's
stated strategy of growth through selective acquisitions in the
US.  Pro forma for the acquisition, Yell's US revenues and EBITDA
will account for approximately 55% and 48% of total group revenues
and EBITDA, respectively.  The affirmation reflects benefits from
increased scale and geographic coverage.  Pro forma for the
acquisition, Yellow Book, Yell's US subsidiary, will be the fifth
largest directories publisher in the US with pro forma annual
revenues of approximately US$1.5 billion.  Geographic scope of
Yellow Book and TWP are broadly complementary and combined will
cover a total of 45 states.

Yell has identified synergies of up to US$69 million per annum
which it believes are achievable by 2008/2009.  However, Moody's
notes the cash drain over the next two years by additional annual
interest costs in excess of US$65 million, working capital
investments of approximately US$35 million per annum and higher
operating expenses of approximately US$20 million on an ongoing
basis.  Furthermore, Moody's notes the potential for management to
be stretched given the ongoing regulatory review in the UK while
integrating TWP.  Nevertheless, Moody's takes comfort from the
fact that Yell has demonstrated an ability to successfully
integrate large scale acquisitions while generating revenue and
margin uplift and costs savings.

The stable outlook reflects Moody's expectation that Yell will
return to its stated financial leverage profile of 3x to 4x EBITDA
over the next twelve months, that the US operations will continue
to strengthen and that the company's UK generated cash flows,
which underpin the ratings, remain solid in the face of increasing
competition.  The Ba2 rating continues to reflect the possibility
of small bolt-on acquisitions, but any additional debt-funded
large acquisitions would put downward pressure on the rating.  

Any near term manifestation of negative pressure from the ongoing
review by the UK Competition Commission could also result in
downward pressure on the rating.  A transition to positive would
result from cumulative improvements in credit ratios, notably
retained cash flow to total debt in the high teens, as the company
integrates TWP and the US business continues to mature.

Completion of the acquisition is subject to Yell shareholder
approval and is subject to Hart Scott Rodino notification.

Yell, based in Reading, England is, through its indirectly wholly-
owned subsidiary Yellow Pages UK, the leading publisher of
classified directories in the UK and through its subsidiary,
Yellow Book, is a leading independent directories publisher in the
US.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
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liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

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conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
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Monthly Operating Reports are summarized in every Saturday edition
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For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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