TCR_Public/050520.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, May 20, 2005, Vol. 9, No. 118     

                          Headlines

ACTUANT CORP: Completes $93 Million Hydratight Sweeney Acquisition
AFM HOSPITALITY: Court Appoints Mintz & Partners as Receiver
AMERICA WEST: Inks Merger Pact with US Airways
AMERICAN BUSINESS: U.S. Trustee Names G. Miller as Ch. 7 Trustee
ARMSTRONG: Wants Precautionary Appeal from Plan Denial Stayed

ASSET BACKED: Moody's Downgrades Class A Notes to B3 From Baa3
ATA AIRLINES: Court Allows Ambassadair to Execute Charter Pact
ATA AIRLINES: Chicago Express Wants to Reject Three Contracts
ATLANTIC MUTUAL: Fitch Affirms & Withdraws Ratings
AVADO BRANDS: Exits Chapter 11 as a Private Company

BEAR STEARNS: Fitch Rates $2.9 Mil. Private Class I-B at BB
BOYDS COLLECTION: Poor Performance Prompts S&P to Junk Ratings
BRITISH AIRWAYS: Improved Performance Cues S&P's Positive Outlook
C-BASS: Moody's Upgrades Class B Notes to Baa1 From Ba2
CATHOLIC CHURCH: Court Modifies Tucson's Cash Management Order

CENTERPOINT ENERGY: Fitch Affirms Exchangeable Notes at BB+
CITATION CORP: Judge Mitchell Confirms Third Amended Ch. 11 Plan
CITATION CORP: Has Until June 30 to File Notices of Removal
COLLINS & AIKMAN: Taps Kirkland & Ellis as Bankruptcy Counsel
COLLINS & AIKMAN: Owes Unifi Inc $8.2 Million

COMMUNICATION DYNAMICS: Trustee Can Object to Claims Until Aug. 31
COMMUNICATION DYNAMICS: Entry of Final Decree Delayed to Aug. 31
CS FIRST: Moody's Downgrades Class 1-B4 Certificate to Caa2
DOLLAR GENERAL: Good Performance Prompts S&P to Upgrade Ratings
DUANE READE: Poor Performance Prompts S&P to Junk Ratings

ENERGEM RESOURCES: Filing Tardy Financial Statements by May 20
ENHANCED MORTGAGE: Fitch Puts Low-B Ratings on 3 Mortgage Certs.
ENRON CORP: Files Annual Report for 2004 Under PUHCA
ENRON CORP: Settles Claim Dispute with Renaissance Entities
ENRON CORP: Lockheed to Pay $1.3 Million in Settlement Pact

FIDELITY NAT'L: Spin-Off Cues Fitch to Affirm BB- Credit Rating
FLAG RESOURCES: Filing First Quarter Financial Reports by May 31
FRANK'S NURSERY: Court Sets Plan Confirmation Hearing for June 14
GLASS GROUP: Creditors Must File Proofs of Claim by July 11
GLASS GROUP: SSG Capital Approved as Exclusive Investment Bankers

GLOBAL ENVIRONMENTAL: Case Summary & 20 Largest Creditors
GLOBAL SIGNAL: Fitch Affirms Low-B Ratings of $73MM Mort. Certs.
GOLDEN BRIAR: Filing 1st Quarter Financial Statements by May 31
H&E EQUIPMENT: March 31 Balance Sheet Upside-Down by $39.4 Million
HALIFAX REGIONAL: Fitch Lowers Series 1998 Bonds to BB+ from BBB-

HAWAIIAN AIRLINES: Bankruptcy Court Formally Confirms Plan
HEILIG-MEYERS: RoomStore Exits Bankruptcy on Its Own
INGLE'S NOOK: Case Summary & 19 Largest Unsecured Creditors
INTERSTATE BAKERIES: Court Okays Judge Federman as Mediator
INTERSTATE BAKERIES: Can Walk Away from Six Real Estate Leases

INTERSTATE BAKERIES: Closing New Bedford, Massachusetts Bakery
JIMMY CHAMBERS: Case Summary & 20 Largest Unsecured Creditors
KAISER ALUMINUM: Partially Settles Dispute Over Thorpe Claims
LEAP WIRELESS: Form 10-Q Filing Delay Cues S&P to Watch Ratings
KAUFMAN & BROAD: Good Performance Cues S&P's Positive Outlook

LOEWEN GROUP: Gets Court Nod to Settle U.S. Trustee Fees for $9MM
LUCID ENT: Talks with Lenders to Reduce & Restructure Debt
MAGIC LANTERN: Restructuring Prompts Form 10-Q Filing Delay
MERISANT WORLDWIDE: Moody's Junks $136 Mil. Sub. Discount Notes
METALDYNE CORPORATION: Moody's Junks $400 Million Unsec. Notes

MIIX GROUP: Court OKs Sale of All Operating Assets to MDAdvantage
MIIX GROUP: Wants Exclusive Period Extended Through July 19
MIRANT CORP: Asks Court to Approve Solicitation Procedures
MIRANT CORP: Wants to Expand Scope of Deloitte's Engagement
MIRANT CORP: Wants Gunderboom-Related Claims Estimated at $0

NATIONAL CENTURY: Agrees to Toll Scott Entities' Claims
NATIONAL ENERGY: Inks Pact to Settle Cinergy's $320,000 Claim
NATIONAL ENERGY: Court Reduces $5M NRG Power Claim to $205,579
NEXMED INC: Selling 445 Million Shares via Private Placement
NEWCASTLE CDO: Fitch Rates $13.5 Mil. Class V-FX Notes at BB

NORTEL NETWORKS: Appoints Paul Karr as Controller
OCCAM NETWORKS: March 31 Balance Sheet Upside-Down by $16 Million
OMNI ENERGY: Issues Series C 9% Convertible Preferred Stock
OMNI ENERGY: Inks Settlement Pact with 6.5% Debenture Holders
OMNI ENERGY: Modifies Terms of $3 Million Subordinated Debt

OSE USA: April 3 Balance Sheet Upside-Down by $47 Million
OWENS CORNING: Court Allows Citadel's Claim for $1.28 Million
OWENS CORNING: CSFB Appealing $7-Bil. Asbestos Claim Estimate
PREFERRED ALTERNATIVES: Case Summary & 14 Unsecured Creditors
PRUDENTIAL SECURITIES: Fitch Rates $12.2MM Mortgage Certs. at BB+

QUEEN'S SEAPORT: Court Extends Lease Decision Period to July 15
ROCK-TENN: S&P Rates Proposed $700 Mil. Sr. Unsec. Facility at BB
SANMINA-SCI: Moody's Affirms Low-B Ratings on $2.4 Billion Debts
SASCO NET: Moody's Downgrades Class A Notes to Ba2 From Baa1
SOLUTIA INC: Has Until August 15 to Make Lease-Related Decisions

SOLUTIA INC: JP Morgan Wants Adversary Complaint Filed Under Seal
SONITROL CORP: S&P Rates Proposed $135 Mil. Sr. Sec. Facility at B
SOUTHERN STAR: Likely IPO Prompts S&P to Watch Ratings
SPIEGEL INC: Taps Houlihan Lokey as Trademark Valuation Servicer
SPIEGEL INC: Bankgeselleschaft Seeks Clarification of Amended Plan

SPIEGEL INC: Asks Court to Establish Disputed Claims Reserve
STATEN ISLAND: Fitch Downgrades $49 Million Bonds to B from BB-
STRUCTURED MORTGAGE: Moody's Downgrades Class C Cert. to Caa3
SUN COAST: Net Losses Prompt S&P to Lower Ratings to BB-
SYRATECH CORPORATION: Moody's Withdraws Three Junk Ratings

T 2 GREEN: Case Summary & 20 Largest Unsecured Creditors
TELEGRAPH PROPERTIES: Sells Real Estate to W. Randolph for $10MM
TORCH OFFSHORE: Walks Away from Eight Contracts & Leases
TRANSWESTERN PUBLISHING: Moody's Reviews Low Ratings & May Upgrade
TRIAD HOSPITALS: Moody's Rates New $1.1 Billion Facilities at Ba2

TRICN INC: MOSAID Tech to Acquire Assets in $3.1 Million Deal
TROPICAL SPORTSWEAR: United States Trustee Objects to Plan
UAL CORP: Court Extends Exclusive Right to File Plan Until July 1
UAL CORP: Asks for Prelim. Injunction Against Port of Portland
US AIRWAYS: Inks Merger Pact with America West

US AIRWAYS: Air Canada Parent to Invest $75 Million in Merger
US AIRWAYS: Wants to Implement Transaction Retention Plan
VISTEON CORP: Names D. Stebbins as Pres. & Chief Operating Officer
WASHINGTON MUTUAL: Fitch Ups Low-B Ratings on Classes B4 & B5
WESBURY UNITED: Fitch Lowers Series 1999 Revenue Bonds to BB

WINN-DIXIE: U.S. Trustee Objects to Some Employment Applications
WINN-DIXIE: Wants to Extend Reclamation Deadline to June 30
WINN-DIXIE: Wants to Pay PACA Claims Without Further Delay

* BOOK REVIEW: The Rise and Fall of the Conglomerate Kings

                          *********

ACTUANT CORP: Completes $93 Million Hydratight Sweeney Acquisition
------------------------------------------------------------------
Actuant Corporation (NYSE:ATU) said it completed its Hydratight
Sweeney acquisition.  Total consideration for the previously
announced transaction was approximately $93 million with proceeds
being funded from Actuant's existing credit facilities.  
Hydratight Sweeney, with headquarters in Birmingham, United
Kingdom, manufactures and provides bolting products and services
to the oil and gas, power generation, industrial, and other end-
user markets.

Commenting on the transaction, Robert C. Arzbaecher, Actuant
President and CEO, said, "Hydratight Sweeney continues Actuant's
bolting initiative.  Combined with our existing Enerpac and Hedley
Purvis organizations, we now have $90 million of bolting related
product sales and 500 employees operating in 20 countries
worldwide."

Hydratight Sweeney will report into the Enerpac business and be
included in Actuant's Tools & Supplies segment.  Mark Goldstein,
Executive Vice President of Actuant and Tools & Supplies Segment
Leader, stated, "We identified the bolting market as a key growth
driver for our Enerpac business two years ago and determined that
developing a complete product line including service was critical
to our success.  Hydratight Sweeney accomplishes this, adding
product, service and scale to our portfolio.  Combining the
capabilities of Hydratight Sweeney, Hedley Purvis and Enerpac
enables us to offer customers a full line of joint-integrity
solutions on a global basis."

                        About the Company

Headquartered in Glendale, Wisconsin, Actuant Corp. --
http://www.actuant.com/-- is a diversified industrial company  
with operations in more than 25 countries.  The Actuant businesses
are market leaders in highly engineered position and motion
control systems and branded hydraulic and electrical tools and
supplies.  Formerly known as Applied Power, Actuant was created in
2000 after the spin-off of Applied Power's electronics business
segment into a separate public company called APW Ltd.  Since
2000, Actuant has grown its sales from $482 million to over $1
billion and its market capitalization from $113 million to over
$1.4 billion.  The company employs a workforce of more than 5,000
worldwide.  Actuant Corporation trades on the NYSE under the
symbol ATU.

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 10, 2005,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Actuant Corp., following the company's
acquisition in December 2004 of Key Components, Inc., from an
investor group for $315 million.  The acquisition included the
assumption of $80 million of debt of KCI's operating company, Key
Components LLC.  The ratings on Actuant have been removed from
CreditWatch where they were placed Nov. 22, 2004, after Actuant
announced its intent to acquire KCI.  The ratings on Key
Components were removed.  The outlook on Milwaukee,
Wisconsin-based Actuant is stable.

"The ratings affirmation reflects our earlier indication that
ratings would remain unchanged if management fulfilled its
announced intent to issue equity in conjunction with the debt
issuance undertaken to fund the KCI acquisition," said Standard &
Poor's credit analyst Nancy Messer.  "Although Actuant's leverage
has increased somewhat pro forma for the acquisition, it remains
at a level consistent with the 'BB' rating because of management's
effort to balance the capital structure.  The KCI acquisition
demonstrates management's willingness to temporarily increase
leverage in order to execute an attractive acquisition."


AFM HOSPITALITY: Court Appoints Mintz & Partners as Receiver
------------------------------------------------------------
The Ontario Superior Court of Justice placed AFM Hospitality
Corporation (TSX:AFM) in interim receivership, upon application by
AFM's principal secured lender, on Apr. 29, 2005.  The intent of
the interim receivership is to protect the assets of AFM and its
interest in its wholly owned subsidiaries.

Mintz & Partners Limited was appointed Receiver of AFM.

The Receiver is empowered and authorized (but not obligated) to,
among other things, take possession and control of any of the
property of AFM and to carry on its business and deal with its
property.  The Court Order was granted pursuant to Section 47(1)
of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as
amended, and Section 101 of the Courts of Justice Act, R.S.O.
1990, c. C.43, as amended, and provides AFM with creditor
protection by staying all proceedings and the exercise of any
remedies against AFM or its property.  The Court Order also stays
proceedings and the exercise of any remedies against a wholly
owned subsidiary of AFM or its property.

The Receiver has been informed that Mr. Lawrence Horwitz, Mr. Per-
Odd Keul, Mr. Ron Erickson and Mr. Andre Tatibouet had resigned
from the Board of Directors of AFM.  As such, it appears there are
currently no directors of AFM.

AFM has received notification from the Toronto Stock Exchange that
its common shares will be suspended from trading on May 20, 2005.  
AFM is also subject to cease trade orders issued by the securities
commissions of Ontario, Manitoba, British Columbia and Quebec.


AMERICA WEST: Inks Merger Pact with US Airways
----------------------------------------------
America West Holdings Corporation (NYSE: AWA) and US Airways
Group, Inc. (OTC Bulletin Board: UAIRQ) disclosed an agreement to
merge and create the first full-service nationwide airline, with
the consumer-friendly pricing structure of a low-fare carrier.  
Operating as the first national low-cost hub-and-spoke network
carrier, customers can look forward to simplified pricing,
international scope, access to low-fare service to over 200 cities
across the U.S., Canada, Mexico, the Caribbean and Europe, and
amenities that include a robust frequent flyer program, airport
clubs, assigned seating and First Class cabin service.

"Building upon two complementary networks with similar fleets,
closely-aligned labor contracts and two outstanding teams of
people, this merger creates the first nationwide full service low-
cost airline," America West Holdings Corporation Chairman,
President and CEO Doug Parker said.  "Through this combination, we
are seizing the opportunity to strengthen our business rather than
waiting for the industry environment to improve.  A combined US
Airways/America West places the new airline in a position of
strength and future growth that neither of us could have achieved
on our own."

"US Airways has a strong franchise and great employees that will
be enhanced by America West's strengths and success in the low-
fare, low-cost marketplace," US Airways President and CEO Bruce
Lakefield said.  "That we have secured such an impressive slate of
equity investors and partner support in a period of such industry
uncertainty is a strong indication of the prospects and enthusiasm
for this transaction.  It has been my objective to ensure the
long-term viability of US Airways and the security of our
outstanding employees; this merger with America West will
accomplish that objective."

Subject to approval by the U.S. Bankruptcy Court overseeing US
Airways' pending Chapter 11 case and transaction closing, which is
anticipated to occur this fall, the merged airlines will operate
under the US Airways brand under the leadership of CEO Doug
Parker.  The merged airline's 13-member board will be comprised
of:

   -- one member from each of three new equity investment
      companies,
   -- six members from the current America West board, including
      Mr. Parker as chairman, and

   -- four members from the current US Airways board, including
      Mr. Lakefield as vice-chairman.

The combined airline's headquarters will be consolidated into
America West's headquarters in Tempe, Ariz.  For regulatory
purposes, both airlines will operate under separate operating
certificates for a transition period of two to three years,
keeping flight crew, maintenance and safety procedures for each
airline separate.  To ensure that the substantial consumer
benefits are realized quickly, however, the airlines will work
together to coordinate schedules, frequent flyer programs and
other marketing programs as soon as practical.

"We believe that the airline created from the merger of US Airways
and America West will bring more choices for customers, as we
expand the low-fare pricing structure of America West to dozens of
new cities, while also offering passenger-service amenities, such
as an attractive frequent flyer program, assigned seating and a
First Class cabin," Mr. Lakefield added.

                           Customers

With the creation of the first full-service nationwide airline,
customers will enjoy simplified pricing across an expanded
east/west network along with access to international destinations.  
Both airlines' frequent flyer programs will ultimately be combined
once the merger is complete.  Members of both programs will retain
all of their miles and elite status designation and will receive
similar benefits in the merged airline's frequent flyer program.  
Other customer amenities will include access to airport clubs,
assigned seating and First Class upgrades.

                          Financing

The merger is expected to create one of the industry's most
financially stable players, with over $10 billion in annual
revenues and a strong balance sheet that includes approximately
$2 billion in total cash at closing with which to weather the
current industry environment and fund further growth strategies.  
The airline's strong cash balance is expected to be created
through:

   -- a combination of current cash on hand at US Airways/America
      West,
   -- $350 million of new equity commitments (which may be
      supplemented with additional commitments), and

   -- proceeds from a contemplated $150 million rights offering.  

In addition, the merged airline will receive cash infusions of
over $1.1 billion, principally from partners and suppliers
(approximately $675 million), asset-based financings or sales of
surplus aircraft (approximately $250 million) and release of
certain cash reserves (approximately $200-300 million).

The $350 million of new equity is expected to be provided by four
separate investor groups.  The new investors are:

   -- ACE Aviation Holdings Inc., ($75 million commitment) a
      Canadian holding company that owns Air Canada, Canada's
      largest airline with over $7.5 billion in annual revenues;

   -- PAR Investment Partners, L.P., ($100 million commitment) a
      Boston-based investment firm;

   -- Peninsula Investment Partners, L.P., ($50 million
      commitment) a Virginia-based investment firm; and

   -- Eastshore Holdings LLC, ($125 million commitment and
      agreement to provide regional airline services), which is
      owned by Air Wisconsin Airlines Corporation and its
      shareholders.

The merged company also plans to conduct a rights offering that
could provide an additional $150 million of equity financing.

Approximately $675 million of additional cash financing is being
secured through a combination of refunding of certain deposits,
debt refinancing (which reduces collateralization) and signing
bonuses from companies interested in long-term business
relationships with the merged airline.  The companies have signed
commitments or firm proposals for more than $425 million in
additional cash liquidity from strategic partners and vendors,
including over $300 million in a signing bonus and a loan from
prospective affinity credit card providers for the merged company.
Negotiations with credit card companies are still in progress.  
Another $250 million will come from Airbus in the form of a loan.  
The companies have also agreed that the merged company will be the
launch customer for the Airbus A350, with deliveries scheduled
from 2011 to 2013.

                            Synergies

"We are exceptionally pleased with the financial support this
transaction has received, but it would not be available if we did
not have a business model that worked in today's difficult
industry environment," said Mr. Parker.  "We have created a
competitive business that is profitable even with oil prices at
$50 per barrel, achieved primarily because of the $600 million of
annual net operating synergies.  These synergies are higher than
generally experienced in airline mergers for two reasons.  First,
US Airways and America West now have very similar labor costs so
there are no large negative synergies related to contract
integration, and second, US Airways' bankruptcy allows us to
right-size capacity, thus increasing the network synergies."

The $600 million in anticipated annual synergies are the result of
route restructuring, revenue synergies and cost savings.  Route
restructuring synergies of approximately $150-200 million are
created by reducing aircraft and unprofitable flying, better
matching aircraft size to consumer demand by route and
incorporating Hawaii service into the network.  Revenue synergies
of $150-200 million are achieved by taking two largely regional
airlines and creating one nationwide, low-cost carrier that can
provide more choice for consumers when combined with improving
connectivity across both airlines' networks and by increasing
aircraft and other asset utilization.  Lastly, the combined
airline expects to realize cost synergies of $250-300 million
annually by reducing administrative overhead, consolidating both
airlines' information technology systems and combining facilities.

In addition to the operating synergies created by the merger, the
new relationship with Air Canada provides for even greater
operating improvements.  The merged airline and Air Canada plan to
work together to create value for each other through maintenance
contracts, airport handling agreements and the eventual expansion
of the Star Alliance agreement, which could include codesharing
with Air Canada, consistent with the U.S.-Canada bilateral
aviation agreement.

                      Fleet/Route System

US Airways/US Airways Express currently serves 179 cities and
America West/America West Express serves 96 cities.  When merged,
the combined airline will become the nation's fifth largest
airline, as measured by domestic Available Seat Miles (ASMs).  The
combined airline is expected to operate a mainline fleet of 361
planes (supported by 239 regional jets and 57 turboprops for feed
into the mainline system), down from a total of 419 mainline
aircraft operated by both airlines at the beginning of 2005.

US Airways projects returning 25 additional aircraft by the end of
2006, in addition to the 46 aircraft that US Airways already has
announced it plans to return.  Nearly all of the aircraft are
being returned to General Electric Capital Aviation Services
(GECAS).  The combined airline also will take delivery of 13
Airbus A320 family aircraft previously ordered by America West
Airlines.  Airbus has also agreed to reschedule and reconfirm 30
narrow body A320-family aircraft deliveries from 2006 - 2008 to
2009 - 2010.  To rationalize international flying, the merged
company will work with Airbus to transition to an all-Airbus
international fleet of A330 aircraft and, beginning in 2011, A350
aircraft.

Once fully integrated, the airline plans to have primary hubs in
Charlotte, Phoenix and Philadelphia, and secondary hubs in Las
Vegas and Pittsburgh.  The merged airline plans to have focus
cities in Boston, New York/LaGuardia, Washington, D.C., and Fort
Lauderdale.

                        People/Culture

US Airways currently employs 30,100 people and America West
employs 14,000 people.  Contract integration of represented
employees is expected to occur after integrated seniority lists
have been negotiated between each respective airline's labor
groups.

"Although US Airways and America West are clearly two different
airlines with two different cultures, our common traits far
outnumber our differences," America West's Mr. Parker continued.  
"We are all aviation professionals proud of our heritage, eager to
serve the traveling public and hopeful for the future.  While
seniority integration will be a challenge for us and our
employees, we will ensure that those issues are discussed and
resolved in a fair and equitable manner.  Throughout this process,
as has always been the case, we will continue our commitment of
open and honest communication with our employees.  We are building
a new future that will present far greater job security and growth
opportunities than either airline would have achieved on its own,
and we are doing so with the ability for all to share in the
collective upside."

                        Equity Allocation

The $350 million of private equity commitments are based upon a
total implied private full equity value of $850 million for the
merged corporation.  Of that $850 million valuation, 45 percent
will be allocated to America West, 41 percent to the new equity
and 14 percent to US Airways.  This valuation results in an
implied value of $6.12 per share for the publicly traded America
West stock, taking into effect dilution from outstanding warrants
and options and the anticipated treatment of convertible
securities.  The partners have agreed that up to $650 million of
total equity can be raised including any proceeds from planned a
rights offering.  Any additional equity would dilute all
participants pro rata.  However, any additional equity raised
above $350 million will not reduce the $6.12 per share of implied
value for the publicly traded America West stock.  The right to
participate in a rights offering for up to $150 million in common
shares of the merged companies is to be allocated 61.5 percent to
the stakeholders of US Airways and 38.5 percent to the common
stockholders of America West.

                           Approvals

Under the terms of the agreement, the merger is expected to occur
subsequent to confirmation of US Airways' plan of reorganization
and emergence from Chapter 11.  Because the merger and related
equity investments are subject to US Airways' pending Chapter 11
proceedings in the U.S. Bankruptcy Court for the Eastern District
of Virginia in Alexandria, the transaction will also have to be
approved by the U.S. Bankruptcy Court and will be subject to a
competitive bidding process that will be proposed to the Court.  
The transaction, which has been approved by both company's boards
of directors, is also subject to the approval of America West's
shareholders.

Both airlines will file the necessary documents for review with
the U.S. Department of Justice, the U.S. Department of
Transportation and the Securities and Exchange Commission as well
as secure other necessary regulatory approvals.  In addition, both
airlines hold loans with a federal guarantee from the Air
Transportation Stabilization Board (ATSB), and the carriers are in
joint negotiations with the ATSB on the treatment of those loans
under the proposed merger.

US Airways Group, Inc., is being advised by Seabury Group LLC as
restructuring advisor and financial advisor and the law firm of
Arnold & Porter LLP; advisors for America West Holdings Corp.
include Greenhill & Co., LLC as its principal financial advisor,
Merrill Lynch & Co. as structuring advisor to certain financings,
and the law firms of Skadden, Arps, Slate Meagher and Flom, LLP
and Cooley, Godward LLP.

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.

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: U.S. Trustee Names G. Miller as Ch. 7 Trustee
----------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
appoints George L. Miller as trustee to oversee the liquidation
of American Business Financial Services, Inc., and its debtor-
affiliates' estate pursuant to Chapter 7 of the Bankruptcy Code.

Mr. Miller has until May 22, 2005, to notify Frank J. Perch, III,
the Assistant U.S. Trustee, in writing if he decides not to accept
the appointment.

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).  
The cases were converted to Chapter 7 on May 17, 2005.  Bonnie
Glantz Fatell, Esq., at Blank Rome LLP represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed $1,083,396,000 in
total assets and $1,071,537,000 in total debts.  (American
Business Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ARMSTRONG: Wants Precautionary Appeal from Plan Denial Stayed
-------------------------------------------------------------
As previously reported, Armstrong World Industries, Inc., filed a
notice of appeal with the United States Court of Appeals for the
Third Circuit from Judge Robreno's decision and order denying the
confirmation of AWI's Fourth Amended Plan of Reorganization.  
Because the District Court exercised original jurisdiction over
confirmation of the Plan under 28 U.S.C. Section 1334, AWI
believes that any appeal of the Order is properly to the Third
Circuit.

AWI, nonetheless, filed a precautionary appeal from the decision
and Order with the District Court, which appeal has not yet been
docketed.

Although the caption of the Order reads "United States District
Court for the District of Delaware," the case number referenced in
the caption is the number associated with AWI's Chapter 11 case,
which is pending before the Bankruptcy Court.  Since no separate
District Court docket was ever created in connection with the Plan
confirmation, AWI filed a Precautionary Appeal as a protective
measure.

Accordingly, AWI and the Official Committee of Unsecured
Creditors, as counterparty to the Precautionary Appeal, stipulate
and agree that:

   (1) The Precautionary Appeal and all related deadlines will be
       stayed pending disposition by any means of the Third
       Circuit Appeal.

   (2) Nothing will constitute a waiver by the Creditors
       Committee of any right to assert any claims, defenses, or
       objections in connection with the Third Circuit Appeal or
       the Precautionary Appeal, including any right to seek
       dismissal on any ground.

   (3) No party will take any action in the Precautionary Appeal
       pending resolution, dismissal or other disposition of the
       Third Circuit Appeal unless so directed by the Bankruptcy
       Court or the District Court.

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


ASSET BACKED: Moody's Downgrades Class A Notes to B3 From Baa3
--------------------------------------------------------------
Moody's Investors Service has downgraded the Asset Backed Funding
Corporation, NIM Trust 2001-AQ1 Class A notes.  Net Interest
Margin transactions such as this one represent the securitization
of excess spread, prepayment penalties and cap payments generated
by the underlying residential mortgage backed securities.  These
residual cashflows are sensitive to a number of factors including:

   * prepayment speeds;
   
   * cumulative losses incurred on the underlying deal's
     collateral;
   
   * impact of a step-down date; and
   
   * breach of triggers.

Moody's has downgraded this NIM securitization based upon
performance of the underlying deals that has negatively impacted
future residual payments to the NIM holders.  The underlying deal,
ABFC Mortgage Loan Asset-Backed Certificates Series 2001-AQ1, has
not remitted any cash other than prepayment penalties to the NIM
bonds since reaching its step-down date in April of 2004.  Excess
cashflows in the underlying deal have been used to cover losses,
pay down the senior bonds because the of failing triggers or to
build overcollateralization when passing the triggers.

Over the same period, the NIM has continued to pay current
interest by virtue of prepayment penalty collections and releases
from the deal's interest reserve account, but as the deal has
entered its fourth year it is anticipated that the collection of
prepayment penalties will gradually diminish and the interest
reserve, which already has a low balance, may eventually be
depleted.

Complete rating actions is:

   Issuer: Asset Backed Funding Corporation, NIM Trust 2001-AQ1
           Notes

   Downgrade:

     * Class A, Previously: Baa3, Downgraded to B3


ATA AIRLINES: Court Allows Ambassadair to Execute Charter Pact
--------------------------------------------------------------
Debtor Ambassadair Travel Club, Inc., asks the U.S. Bankruptcy
Court for the Southern District of Indiana for permission to
execute a charter agreement with TransMeridian Airlines, Inc.

Ambassadair is a travel club offering charter vacation trips to
its members, flying them from the Indianapolis International
Airport to various destinations.  In the past, ATA Airlines,
Inc., provided the aircraft for these trips.

According to Terry E. Hall, Esq., at Baker & Daniels, in
Indianapolis, Indiana, ATA Airlines has determined that using its
aircraft for scheduled services provides a better return to the
estates than continuing to provide charters to Ambassadair.  

Additionally, with ATA Airlines' decision to reduce its flights in
Indianapolis, the cost of chartering its aircraft would be
increased by the cost of ferrying an airplane to Indianapolis.  
These business decisions by ATA Airlines have caused Ambassadair
to seek charter opportunities outside of ATA.

Ms. Hall relates that TransMeridian has offered an economical
solution to Ambassadair's needs for chartering an aircraft.  
Pursuant to the All-In Aircraft Charter Agreement, Ambassadair
will be entitled to use TransMeridian's McDonnell-Douglas MD-83
aircraft beginning June 1, 2005, through December 31, 2005.  The
Charter may be extended upon notice and subject to further
negotiations of price and rate.

"The Charter will allow Ambassadair to fulfill its obligations to
its members in a manner that contributes to the economic health of
Ambassadair, providing value to its estate and its creditors,"
Ms. Hall says.

                          Unions Respond

The Association of Flight Attendants and the Air Line Pilots
Association advise the Court that the Charter Agreement may
implicate provisions of the Collective Bargaining Agreement,
currently governing the ATA Airlines, Inc. and its debtor-
affiliates' employees the Unions are representing.

While they are committed to working with the Debtors and any
relevant parties to attempt to consensually resolve any issues in
relation to the Charter, the Unions reserve their rights as to any
unresolved disputes under the CBAs.

                          *     *     *

Judge Lorch authorizes Ambassadair to execute the Charter with
TransMeridian.

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: Chicago Express Wants to Reject Three Contracts
-------------------------------------------------------------
Chicago Express Airlines, Inc., and Pan Am International Flight
Academy are parties to an Exclusive Training Services Agreement
dated May 1, 2003.  Under the Agreement, Chicago Express is
entitled to use Pan Am exclusively for outside pilot training.

Chicago Express and the Bank of Blue Valley are parties to a
Plain Language Equipment Lease, pursuant to which Chicago Express
leases de-icing equipment from the Bank.

Chicago Express and Aeronautical Radio, Inc., are parties to a
GLOBALink/VHF Aeronautical Data Communications Service Agreement
and an Aeronautical Mobile Ground Station Administration
Agreement.  ARINC provides Chicago Express with various radio
communications services.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that ATA Airlines, Inc. and its debtor-affiliates
have undertaken efforts to sell the assets or stock of Chicago
Express.  In the auction held on March 31, 2005, Okun Enterprises,
Inc., emerged the highest and best bidder.  However, Okun has
refused to close the sale. Accordingly, Chicago Express will not
exercise its authority to assume the Agreements and assign them to
Okun.  

Chicago Express ceased flight operations on March 28, 2005, and as
a result, Chicago Express has no use for the goods, services and
equipment provided by the Agreements.

Pursuant to Section 365 of the Bankruptcy Code, Chicago Express
seeks the U.S. Bankruptcy Court for the Southern District of
Indiana's authority to reject the Agreements, effective when it:

   (i) tenders notice of the rejection to the counterparty of the
       Agreements; or

  (ii) surrenders possession of the personal or real property
       subject to the Agreements.

Mr. Nelson notes that Chicago Express is only seeking authority to
reject the Agreements.  It needs to preserve its rights under
those Agreements while it continues to investigate a sale of its
stocks or assets.  Chicago Express needs the flexibility to
either:

  -- assume and assign some or all of the Agreements if a
     purchaser intends to acquire them; or  

  -- quickly relieve its creditors and its estate of burdensome
     executory contracts and leases if no purchaser wishes to
     acquire them.

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)


ATLANTIC MUTUAL: Fitch Affirms & Withdraws Ratings
--------------------------------------------------
Fitch Ratings has withdrawn the insurer financial strength ratings
on the Atlantic Mutual Companies and the ratings on Atlantic
Mutual Insurance Company's surplus notes, due to a lack of market
interest.  Immediately prior to the withdrawal, Fitch affirmed the
ratings at 'BBB-' and 'B+', respectively. The Rating Outlook
remained Negative prior to the withdrawals.  A complete list of
companies and ratings appears below.

These ratings were affirmed with a Negative Outlook and
subsequently withdrawn by Fitch:

   Atlantic Mutual Insurance Company

      -- Insurer Financial Strength 'BBB-';
      -- Surplus Note 'B+'.

   Centennial Insurance Company

      -- Insurer Financial Strength 'BBB-'.

   Atlantic Lloyd's Insurance Company of Texas

      -- Insurer Financial Strength 'BBB-'.


AVADO BRANDS: Exits Chapter 11 as a Private Company
---------------------------------------------------
Avado Brands, Inc., has emerged from the Chapter 11 bankruptcy
from which it originally filed on Feb. 4, 2004.  Avado Brands is
the parent company of the Don Pablo's Mexican Kitchen and Hops
Grillhouse and Brewery restaurant brands.

At emergence, Avado Brands completed the process to become a
privately held company and, accordingly, its common stock has been
delisted from trading on the OTC Bulletin Board.

"[Thurs]day marks the beginning of a 'new Avado,'" said Raymond P.
Barbrick, president and chief executive officer of Avado Brands.  
"I want to thank our senior management and every team member --
from the restaurant level to the home office -- for their belief
in this company and for their commitment to operating great
restaurants for our guests in every market we serve.  Together,
we're building a stronger company that promises to have a very
bright future."

On Feb. 4, 2004, Avado Brands filed voluntary petitions in the
U.S. Bankruptcy Court for the Northern District of Texas for
relief under Chapter 11 of the U.S. Bankruptcy Code.  The company
continued to operate the majority of its restaurants during the
restructuring despite having to make the difficult decision of
closing several units.

In October 2004, Mr. Barbrick was named president and chief
executive officer.  Mr. Barbrick, with more than 30 years'
experience in the restaurant industry, is the former president and
chief operating officer of Bertucci's Corporation, based in
Northborough, Mass.  By early 2005, Mr. Barbrick expanded his
senior management team with the additions of Kurt Schnaubelt as
executive vice president and chief financial officer, Robert Hogan
as senior vice president of marketing and strategic planning, and
William H. Marvin as vice president of purchasing.  These new
appointments complemented the executive team already in place:

   -- Gary Grimes, senior vice president of operations,
   -- Michael Muldoon, vice president of human resources, and
   -- Tim Ligon, vice president, controller.

Together, this senior management team has been responsible for
planning and executing the company's turnaround strategy.  Mr.
Barbrick noted that, since February 2005, both the Don Pablo's and
Hops concepts have experienced positive sales and traffic growth.

During its restructuring period, Avado received sufficient
liquidity through a $60 million debtor-in-possession credit
facility wholly provided by funds and accounts managed by DDJ
Capital Management LLC of Wellesley, Mass.  Through the conversion
of its existing bonds into common stock of the reorganized company
as a part of the bankruptcy process, as well as the purchase of
$17.5 million of preferred stock of the company, funds and
accounts managed by DDJ Capital Management will become the
majority equity owner of Avado Brands.  In addition to the
$17.5 million of preferred stock financing, DDJ-managed funds and
accounts will provide funding to the company upon emergence from
bankruptcy through $22.5 million in term debt, as well as a
$30 million revolving line of credit - for a total commitment of
approximately $70 million.  Mr. Barbrick believes DDJ's commitment
gives Avado Brands even more options for the future.

"DDJ Capital Management is a strong player in the private equity
capital arena.  Through their financial strength, we are a well-
capitalized company poised for growth.  And, as a privately held
company, we have more flexibility to plan our future and continue
to build on the momentum we've accomplished over the last several
months," he added.

David L. Goolgasian Jr., a managing director of DDJ Capital
Management, also commented, "DDJ is very pleased with its
partnership with Avado.  We believe that the restructuring, which
has substantially reduced the debt on the company's balance sheet,
will allow Avado to become a more profitable enterprise.  We look
forward to working with Rick Barbrick and the rest of the
management team to help Avado reach its full potential."  Mr.
Goolgasian, along with David J. Breazzano of DDJ Capital
Management, have become two of the six members of the board of
directors of the reorganized company.

Based in Madison, Ga., Avado Brands -- http://www.avado.com/--  
owns and operates 96 Don Pablo's Mexican Kitchen restaurants in 19
states and 22 Hops Restaurant and Brewery restaurants in eight
states.  

DDJ Capital Management LLC is a boutique investment manager
specializing in private equity and debt financings, as well as
high yield and special situations investing.  Founded in 1996, the
Wellesley, Mass.-based investment firm currently manages
approximately $3 billion on behalf of 78 institutional clients.

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: Fitch Rates $2.9 Mil. Private Class I-B at BB
-----------------------------------------------------------
Bear Stearns Asset Backed Securities Trust 2005-SD2, asset-backed
certificates, series 2005-SD2 are rated by Fitch Ratings:

   Group 1 Certificates:

      -- $170,763,000 classes I-A-1, I-A-2, I-A-3 'AAA';
      -- $10,171,000 class I-M-1 'AA';
      -- $3,423,000 class I-M-2 'A';
      -- $1,956,000 class I-M-3 'A-';
      -- $1,956,000 class I-M-4 'BBB+';
      -- $1,956,000 class I-M-5 'BBB';
      -- $978,000 class I-M-6 'BBB-'; and
      -- $2,934,000 privately offered class I-B 'BB'.

   Group 2 Certificates:

      -- $160,278,000 class II-A 'AAA';
      -- $11,529,200 class II-M-1 'AA';
      -- $5,905,000 class II-M-2 'A';
      -- $5,717,000 class II-M-3 'BBB'; and
      -- $1,125,000 class II-B 'BBB-'.

The 'AAA' rating on the Group 1 certificates reflects the 14.05%
credit enhancement provided by:

            * 5.20% class I-M-1,
            * 1.75% class I-M-2,
            * 1.00% class I-M-3,
            * 1.00% class I-M-4,
            * 1.00% class I-M-5,
            * 0.50% class I-M-6,
            * 1.50% class I-B, along with initial
              overcollateralization and monthly excess interest.

The initial OC for the Group 1 certificates is 0.75% with a target
OC of 2.10%.  

The 'AAA' rating on the Group 2 certificates reflects the 15.45%
initial credit enhancement provided by:

            * 6.15% class II-M-1,
            * 3.15% class II-M-2,
            * 3.05% class II-M-3,
            * 0.60% class II-B,
              along with initial OC and monthly excess interest.

The initial OC for the Group 2 certificates is 1.55% with a
target OC of 2.50%.  In addition, the ratings on the certificates
reflect the quality of the underlying collateral, and Fitch's
level of confidence in the integrity of the legal and financial
structure of the transaction.

The Group 1 mortgage pool consists of fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties, with an aggregate principal balance of $195,604,252.
As of the cut-off date, April 1, 2005, the mortgage loans had a
weighted average loan-to-value ratio of 83.73%, weighted average
coupon of 6.580%, and an average principal balance of $124,351.

Single-family properties account for 88.35% of the mortgage pool,
two- to four-family properties 3.01%, and condos 3.30%.  
Approximately 88.40% of the properties are owner occupied.  The
three largest state concentrations are California (16.73%), New
York (7.15%) and Texas (6.82%).

The Group 2 mortgage pool consists of adjustable-rate mortgage
loans secured by first liens on one- to four-family residential
properties, with an aggregate principal balance of $ 187,458,778.
As of the cut-off date, April 1, 2005, the mortgage loans had a
weighted average LTV of 80.69%, WAC of 6.129%, and an average
principal balance of $181,646.  Single-family properties account
for 78.22% of the mortgage pool, two- to four-family properties
3.17%, and condos 10.08%.  Approximately 89.67% of the properties
are owner occupied.  The three largest state concentrations are
California (15.56%), Florida (8.54%), and Illinois (5.36%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the releases issued May 1, 2003, entitled, 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation'
and Feb. 23, 2005, entitled, 'Fitch Revises RMBS Guidelines for
Antipredatory Lending Laws,' available on the Fitch Ratings web
site at http://www.fitchratings.com/

Bear Stearns Asset Backed Securities I LLC deposited the loans
into the trust, which issued the certificates, representing
beneficial ownership in the trust.  JPMorgan Chase Bank, N.A. will
act as trustee.  Wells Fargo Bank N.A., rated 'RMS1' by Fitch,
will act as master servicer for this transaction.


BOYDS COLLECTION: Poor Performance Prompts S&P to Junk Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on The
Boyds Collection Ltd., including lowering the corporate credit
rating to 'CCC' from 'B-'.  At the same time, the ratings were
removed from CreditWatch, where they were placed with negative
implications on April 12, 2005.  The outlook is now negative.
Gettysburg, Pennsylvania-based Boyds, a distributor and retailer
of collectible gifts, had total debt outstanding of $88 million as
of March 31, 2005.

"The downgrade reflects deteriorating profitability, rising debt
levels, and Standard & Poor's concern about the company's near-
term earnings outlook and strained liquidity," said Standard &
Poor's credit analyst Hal F. Diamond.

The negative outlook reflects Standard & Poor's concern that the
company's liquidity is strained and the company may breach
covenants if EBITDA does not significantly improve.  Ratings could
be lowered if the company does not successfully execute its
business plan, improve profitability, and generate positive
discretionary cash flow over the near term.  Improving
profitability and liquidity would be important to considering an
outlook revision to stable, which Standard & Poor's currently
views as an unlikely near-term possibility.


BRITISH AIRWAYS: Improved Performance Cues S&P's Positive Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on U.K.-
based airline British Airways PLC (BA) to positive from stable.  
At the same time, Standard & Poor's affirmed its 'BB+' long-term
corporate credit and 'BB-' senior unsecured debt ratings on the
group.

BA has made progress in improving operating performance and
reducing net debt, which has contributed to a strengthening of the
group's credit profile.  Despite a challenging trading
environment, Standard & Poor's expects BA's structural cost
savings achieved and its ongoing initiatives to allow the group to
maintain profitability and continue to improve the credit profile.

In 2005, BA's financial results improved in all regions,
reflecting the progress made in reducing its cost base and raising
productivity.  BA's cost reduction programs are ongoing and should
yield further benefits over the medium term.  At the same time,
the group has used its improving cash flow and substantial
disposal proceeds to reduce total balance sheet debt over the past
two years by o1.9 billion ($3.5 billion).  Standard & Poor's
expects BA to continue to reduce debt from excess cash flow. At
March 31, 2005, BA had total balance sheet debt of o4.9 billion.

"BA's restructuring program has made good progress and the
business has better flexibility to adapt to a hostile price
environment.  High fuel prices do, however, remain a key challenge
to the company and further cost improvement initiatives will be
necessary," said Standard & Poor's credit analyst Leigh Bailey.
"We expect management's commitment to stronger credit-protection
measures and debt reduction to strengthen the company's balance
sheet over the coming years."

In the medium term, a further reduction in pension-adjusted
leverage and continued improvement in the group's operating margin
are likely to result in a review that could result in the rating
being raised to investment grade.  Deterioration in demand levels
or a significant rise in oil prices that cannot be satisfactorily
offset could cause the outlook to be revised to stable.


C-BASS: Moody's Upgrades Class B Notes to Baa1 From Ba2
-------------------------------------------------------
Moody's Investors Service has upgraded the C-BASS 2003-CB6NIM Ltd.
NIM Notes Class B notes.  Net Interest Margin transactions such as
this one represent the securitization of excess spread, prepayment
penalties and cap payments generated by the underlying residential
mortgage backed securities.  These residual cashflows are
sensitive to a number of factors including:

   * prepayment speeds,
   
   * cumulative losses incurred on the underlying deal's
     collateral,
   
   * impact of a step-down date, and
   
   * breach of triggers.

Moody's has upgraded this NIM securitization based upon greater
than expected cashflows from the underlying securities which has
significantly improving the notes' credit quality.  The excess
cashflow paid to the NIM by the underlying deal, C-BASS 2003-CB6
Trust, has consistently been more robust than originally
anticipated.  Although the underlying deal is still relatively
unseasoned and, subsequently, excess cashflows may decrease over
time, such decrease in residual cash flows should have a limited
impact on the NIM.  The NIM notes also benefit from a cap
agreement which has consistently been contributing cash to the
deal.

Complete rating actions is:

   Issuer: C-BASS 2003-CB6NIM Ltd. NIM Notes

   Upgrade:

      * Class B, Previously: Ba2, Upgraded to Baa1


CATHOLIC CHURCH: Court Modifies Tucson's Cash Management Order
--------------------------------------------------------------
As reported in the Troubled Company Reporter on March 23, 2005,
Judge Williams authorized, on an interim basis, the Diocese of
Spokane and the Parishes to maintain their existing bank accounts.

The U.S. Bankruptcy Court for the Eastern District of Washington
rules that the Interim Cash Management Order is continued in full
force with no alteration until August 18, 2005.

Judge Williams will convene a hearing to consider further
extension and modification of the Cash Management Order on
August 18, 2005, at 9:00 a.m., by telephone.  The parties may
participate in the hearing by calling (509) 353-3183.

"The Court recognizes that if a decision is rendered regarding the
scope of property of the estate in the interim there may be a need
to modify the provisions of the Cash Management Order prior to
August 18, 2005," Judge Williams says.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 26; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CENTERPOINT ENERGY: Fitch Affirms Exchangeable Notes at BB+
-----------------------------------------------------------
CenterPoint Energy, Inc.'s $1 billion commercial paper program is
rated 'F3' by Fitch Ratings.  At the same time, CNP's outstanding
senior unsecured debt securities are affirmed at 'BBB-' and its
trust preferred securities and zero premium exchangeable notes at
'BB+'.  The Rating Outlook is Stable.

Commercial paper borrowings by CNP will be backed by its $1
billion five-year committed revolving credit facility maturing on
March 7, 2010, and will be available for general corporate
purposes.

CNP's current ratings and Stable Outlook reflect the company's
progress in reducing consolidated indebtedness with net proceeds
from the recently concluded sale of Texas Genco Holdings and the
expectation that key credit measures will ultimately strengthen to
levels commensurate with the rating upon execution of CNP's
planned stranded cost securitization.  Specifically, upon
conclusion of the pending securitization and subsequent retirement
of certain debt obligations, Fitch expects CNP's total debt-to-
EBITDA ratio to trend toward the low 4.0 times range, a level
which is viewed as appropriate for the ratings category given the
low volatility exhibited by CNP's electric and gas distribution
and interstate gas pipeline businesses.

On Nov. 10, 2004 the Public Utility Commission of Texas determined
that CNP will be permitted to recover a true-up balance of
approximately $2.3 billion.  Subsequent to that decision, the PUCT
issued a financing order permitting CNP to recover approximately
$1.8 billion of the true-up balance through the issuance of
securitization bonds.  It is Fitch's understanding that the amount
not authorized for securitization by the PUCT will be collected
through a separate competition transition charge by CenterPoint
Energy Houston Electric, LLC. Based on an authorized return of
11.07% permitted by the PUCT, the non-securitized CTC component
should generate other income at CEHE of almost $65 million per
annum.

CNP's financing order has been appealed by various interveners
with initial hearings in Travis County district court slated for
August 2005.  Further appeals to the Texas Supreme Court will
likely follow.  Barring an unforeseen early settlement with
intervening parties, the issuance of securitization bonds will be
delayed beyond prior expectations of mid-year 2005 as the various
appeals work their way through the Texas courts.  In Fitch's view,
a prolonged delay in completing the issuance of securitization
bonds does not place any significant near-term liquidity pressures
on the company.  Importantly, CEHE has established a two-year
committed backstop credit facility to cover the maturity of a $1.3
billion secured term loan in November 2005.  In addition, the
termination of excess mitigation credits on April 29, 2004, is
expected to bolster near-term consolidated cash flows by about $20
million per month on a pre-tax basis.


CITATION CORP: Judge Mitchell Confirms Third Amended Ch. 11 Plan
----------------------------------------------------------------          
The Honorable Tamara O. Mitchell of the U.S. Bankruptcy Court for
the Northern District of Alabama confirmed at a hearing on May 18,
2005, the Third Amended Joint Plan of Reorganization filed by
Citation Corporation and its debtor-affiliates.  The Debtors filed
their Third Amended Plan on May 17, 2005.

Judge Mitchell approved the adequacy of the Debtors' Second
Amended Disclosure Statement on March 31, 2005.

Judge Mitchell concludes that:

   a) the Plan provides for the same treatment by the Debtors for
      each Claim or Equity Interest in each Class unless the
      holder of a particular Claim or Equity Interest has agreed
      to a less favorable treatment of their Claim or Equity
      Interest, satisfying Section 1123(a)(4) of the Bankruptcy
      Code;

   b) the Amended Plan's provisions are appropriate, in the best
      interests of the Debtors and their estates and not
      inconsistent with the applicable provisions of the
      Bankruptcy Code, including provisions for:

        (i) the disposition of executory contracts and unexpired
            leases pursuant to Article IX of the Plan,

       (ii) the Reorganized Debtors' retention of all Causes of
            Action the Debtors had or had power to assert
            immediately prior to the Effective Date, pursuant to
            Section 4.6 of the Plan, and

      (iii) releases of various persons and entities, exculpation
            of various persons and entities with respect to
            actions related to or taken in furtherance of the
            chapter 11 cases and preliminary and permanent
            injunctions against certain actions against the
            Debtors, their estates and their properties pursuant
            to Article V of the Plan;

   c) the Amended Plan was proposed in good faith and not by means
      forbidden by law, satisfying Section 1129(a)(3) of the
      Bankruptcy Code, and the Plan represents the best interests
      of creditors, satisfying Section 1129(a)(7) of the
      Bankruptcy Code;

   d) the treatment of Administrative Expense Claims and Other
      Priority Claims under Sections 3.1 and 3.4 of the Amended
      Plan satisfies Section 1129(a)(9)(A) and (B) of the
      Bankruptcy Code, and the treatment of Priority Tax Claims
      under Section 3.2 of the Plan satisfies Section
      1129(a)(9)(C) of the Bankruptcy Code;

   e) The Amended Plan satisfies Section 1129(a)(11) of the
      Bankruptcy Code for its feasibility because confirmation of
      the Plan is not likely to be followed by the liquidation or
      the need for further financial reorganization of the
      Debtors; and

   f) All fees payable under 28 U.S.C. Section 1930 have been paid
      or will be paid pursuant to Section 13.2 of the Plan,
      satisfying Section 1129(a)(12) of the Bankruptcy Code.

Headquartered in Birmingham, Alabama, Citation Corporation --
http://www.citation.net/-- designs, develops and manufactures  
cast, forged and machined components for the capital and durable
goods industries, including the automotive and industrial markets.
Citation uses aluminum, steel, gray iron, and ductile iron as the
raw materials in its various manufacturing processes.  The Debtors
filed for protection on Sept. 18, 2004 (Bankr. N.D. Ala. Case No.
04-08130).  Michael Leo Hall, Esq., and Rita H. Dixon, Esq., at
Burr & Forman LLP, represent the Debtors.  When the Company and
its debtor-affiliates filed for protection from their creditors,
they estimated more than $100 million in assets and debts.  


CITATION CORP: Has Until June 30 to File Notices of Removal
-----------------------------------------------------------          
The U.S. Bankruptcy Court for the Northern District of Alabama
gave Citation Corporation and its debtor-affiliates an extension,
through and including June 30, 2005, to file notices of removal
with respect to pre-petition civil actions pursuant to 28 U.S.C.
Section 1452 and Rule 9027 of the Federal Rules of Bankruptcy
Procedure.

The Court confirmed the Debtors' Third Amended Joint Plan of
Reorganization on May 18, 2005.  

The Debtors gave the Court three reasons in support of the
extension:

   a) since the Petition Date, the Debtors and their professionals
      have not had enough time to review pending litigation
      related to the Civil Actions and determine whether any of
      those litigations should be removed because they were
      focused on completing their reorganization process,
      including negotiating a chapter 11 plan, which was recently
      confirmed by the Court;

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

   c) the 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
      the state court pursuant to 28 U.S.C. Section 1452(b).

Headquartered in Birmingham, Alabama, Citation Corporation --
http://www.citation.net/-- designs, develops and manufactures  
cast, forged and machined components for the capital and durable
goods industries, including the automotive and industrial markets.
Citation uses aluminum, steel, gray iron, and ductile iron as the
raw materials in its various manufacturing processes.  The Debtors
filed for protection on Sept. 18, 2004 (Bankr. N.D. Ala. Case No.
04-08130).  Michael Leo Hall, Esq., and Rita H. Dixon, Esq., at
Burr & Forman LLP, represent the Debtors.  When the Company and
its debtor-affiliates filed for protection from their creditors,
they estimated more than $100 million in assets and debts.  The
Court confirmed the Debtors' chapter 11 plan on May 18, 2005.


COLLINS & AIKMAN: Taps Kirkland & Ellis as Bankruptcy Counsel
-------------------------------------------------------------
Jay B. Knoll, Vice-President and General Counsel of Collins &
Aikman Corporation tells the U.S. Bankruptcy Court for the Eastern
District of Michigan that Kirkland & Ellis LLP has an extensive
experience and knowledge in the field of debtors' and creditors'
rights and business reorganizations.  During its preparation of
the Chapter 11 Cases, Mr. Knoll discloses that K&E has become
familiar with the Debtors' businesses and many of the potential
legal issues that may arise in the context of the Chapter 11
Cases.

Accordingly, the Debtors seek the Court's authority to employ
Kirkland & Ellis as their attorneys to perform legal services
necessary in their Chapter 11 cases, effective as of the Petition
Date.

As co-counsel, Kirkland and Ellis will:

   (a) advise the Debtors with respect to their powers and duties
       as debtors-in-possession in the continued management and
       operation of their business and properties;

   (b) attend meetings and negotiations with representatives of
       creditors and other parties-in-interest;

   (c) take all necessary actions to protect and preserve
       the Debtors' estates, including prosecuting actions on the
       Debtors' behalf, defending any action commenced against
       the Debtors and representing the Debtors' interests in
       negotiations concerning all litigation in which the
       Debtors are involved, including objections filed against
       the estates;

   (d) prepare all motions, applications, answers, orders,
       reports and papers necessary to the administration of the
       Debtors' estates;

   (e) take any necessary action on behalf of the Debtors to
       obtain approval of a disclosure statement and confirmation
       of the Debtors' plan of reorganization;

   (f) represent the Debtors in connection with obtaining
       postpetition financing;

   (g) advise the Debtors in connection with any potential sale
       of assets;

   (h) appear before the Court, any appellate courts and the
       United States Trustee and protect the interests of the
       Debtors' estates before those Courts and the United States
       Trustee;

   (i) consult with the Debtors regarding tax matters; and

   (j) perform all other necessary legal services and provide all
       other necessary legal advice to the Debtors in connection
       with the Chapter 11 cases.

Kirkland & Ellis received advance payments for its prepetition and
postpetition services rendered and expenses incurred on the
Debtors' behalf.  The Debtors agreed that the prepetition fees are
an advance payment and not a retainer.

The Debtors will pay Kirkland & Ellis pursuant to these standard
hourly rates:

     Partners                         $520 to $800
     Of Counsel                       $280 to $685
     Associates                       $245 to $520
     Paraprofessionals                 $90 to $240

Mr. Knoll discloses that 19 professionals of Kirkland & Ellis have
primary responsibility in providing services to the Debtors
including:

       Richard M. Cieri                   $795
       Ray C. Schrock                      520
       Todd F. Maynes, P.C.                690
       Linda K. Myers, P.C.                675

Richard M. Cieri, Esq., assures the Court that the firm does not
hold or represent any interest adverse to the Debtors' estates and
is a "disinterested person" within the meaning of Section 101(14)
of the Bankruptcy Code as modified by Section 1107(b) of the
Bankruptcy Code.

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.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
Nos. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts.

                         *     *     *

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

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

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

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

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

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

       * $105 million revolving credit facility due August 2009;

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

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

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

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

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


COLLINS & AIKMAN: Owes Unifi Inc $8.2 Million
---------------------------------------------
Unifi, Inc. (NYSE: UFI) reported the anticipated impact to the
Company's fiscal fourth quarter results stemming from the
voluntary petition to reorganize under Chapter 11 of the
Bankruptcy Code filed by Collins & Aikman Corp.  Unifi supplies a
wide range of polyester products for the automotive fabrics
produced by Collins & Aikman.

Collins & Aikman owed Unifi owed approximately $8.2 million,
representing 6.4 percent of Unifi's net receivables as of the
close of its fiscal third quarter, which ended March 27, 2005.  
Unifi anticipates taking a pre-tax charge to earnings for this
amount during the current quarter, which will impact its EBITDA
forecast for the fiscal year ending June 26, 2005.  Unifi also
expects to conduct business with Collins & Aikman during the
Chapter 11 case and after they emerge from the reorganization
process.

"Collins & Aikman has been a valued partner throughout Unifi's
history, and with proper and prudent safeguards in place, Unifi
will support their day-to-day operations during the Chapter 11
process," said Bill Lowe, Chief Operating Officer and CFO for
Unifi.  "Although the impact on our fourth quarter results will be
significant, the strength of our balance sheet will allow us to
stay focused on our growth strategies, both domestically and
globally."

                       About Unifi Inc.

Unifi, Inc. (NYSE: UFI) is a diversified producer and processor of
multi-filament polyester and nylon textured yarns and related raw
materials.  The Company adds value to the supply chain and
enhances consumer demand for its products through the development
and introduction of branded yarns that provide unique performance,
comfort and aesthetic advantages.  Key Unifi brands include, but
are not limited to: Sorbtek(R), A.M.Y.(R), Mynx(TM) UV,
Reflexx(R), MicroVista(R) and Satura(R).  Unifi's yarns and brands
are readily found in home furnishings, apparel, legwear and sewing
thread, as well as industrial, automotive, military and medical
applications.  For more information about Unifi, visit
http://www.unifi.com/

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.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
Nos. 05-55927).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.

                         *     *     *

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.


COMMUNICATION DYNAMICS: Trustee Can Object to Claims Until Aug. 31
------------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Delaware gave AMJ
Advisors LLC, the Trustee of the CDI Trust formed under the Second
Amended Joint Plan of Reorganization of Communication Dynamics,
Inc., and its debtor-affiliates, an extension, through and
including Aug. 31, 2005, to object to claims filed against the
Debtors' estates.

The Court confirmed the Debtors' Plan on Feb. 25, 2004, and the
Plan took effect on April 13, 2004.

Under the Debtors' confirmed Plan, responsibility for claims
administration is vested in AJM Advisors as the Trustee for the
Debtors' estates.

The Trustee gave the Court four reasons in support of the
extension:

   a) while the claims administration process for
      administrative, secured and priority claims is almost
      complete, the Trustee's review of those claims has been
      limited due to the uncertainty regarding the extent to which
      there will be distribution to unsecured creditors because
      those creditors' recovery depend on the outcome of the
      pending avoidance actions;

   b) although the bar date for the Debtors' bankruptcy cases
      expired two years ago, some creditors continue to
      occasionally file proofs of claim with the Bankruptcy
      Clerk's office and the Debtors' claims agent, which the
      Trustee needs to address;

   c) the Trustee's access to the Debtors' books and records
      continues to be limited and the extension is necessary so it
      can file additional objections to claims as it is able to
      access more information; and

   d) the extension will not prejudice the Debtors' creditors and
      other parties-in-interest.

Headquartered in Annville, Pennsylvania, Communication Dynamics,
Inc., is one of the largest multinational suppliers of
infrastructure equipment to the broadband communications industry.  
The Company and its debtor-affiliates filed for chapter 11
protection on Sept. 23, 2002 (Bankr. Del. Case No. 02-12753).  
Jeffrey M. Schlerf, Esq., and Eric M. Sutty, Esq., at The Bayard
Firm and Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C. represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed more than $100 million both in
estimated assets and debts.  The Court confirmed the Debtors'
chapter 11 plan on Feb. 25, 2004.  The Plan took effect on
April 13, 2004.


COMMUNICATION DYNAMICS: Entry of Final Decree Delayed to Aug. 31
----------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Delaware approved
AMJ Advisors LLC's request to delay until Aug. 31, 2005, the entry
of a final decree in Communication Dynamics, Inc., and its debtor-
affiliates' chapter 11 cases.

AMJ Advisors is the Trustee appointed under the CDI Trust that was
formed pursuant to the Debtors' Second Amended Joint Plan of
Reorganization.  The Court confirmed the Debtors' Plan on Feb. 25,
2004, and the Plan took effect on April 13, 2004.

AJM Advisors gave the Court two reasons why the extension is
warranted:

   a) the extension will give AJM Advisors more time to complete
      the post-petition claims administration process, the
      prosecution of adversary proceedings and the administration
      of other post-petition matters in the Debtors' chapter 11
      cases; and

   b) since AJM Advisors is a party-in-interest, the extension
      will prevent the Debtors' chapter 11 cases from prematurely  
      closing that could prejudice other parties-in-interest and
      the extension will ensure that any remaining creditor
      recoveries are addressed and fully maximized.

Headquartered in Annville, Pennsylvania, Communication Dynamics,
Inc., is one of the largest multinational suppliers of
infrastructure equipment to the broadband communications industry.  
The Company and its debtor-affiliates filed for chapter 11
protection on Sept. 23, 2002 (Bankr. Del. Case No. 02-12753).  
Jeffrey M. Schlerf, Esq., and Eric M. Sutty, Esq., at The Bayard
Firm and Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C. represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed more than $100 million both in
estimated assets and debts.  The Court confirmed the Debtors'
chapter 11 plan on Feb. 25, 2004.  The Plan took effect on
April 13, 2004.


CS FIRST: Moody's Downgrades Class 1-B4 Certificate to Caa2
-----------------------------------------------------------
Moody's Investors Service has upgraded and downgraded five
certificates from a transaction, issued by CS First Boston
Mortgage Securities Corp.  The transaction is a resecuritization
backed by other residential mortgage backed securities.

The Class 1-M1, 1-M2 and 1-M3 certificates from Series 1997-1R are
being upgraded based on the level of credit enhancement provided
by the subordinated classes.  The Class 1-B3 and 1-B4 are being
downgraded based on the weak performance of the underlying
securities and the reduced credit enhancement level relative to
the current projected losses of the underlying securities.

Complete rating actions are:

Issuer: CS First Boston Mortgage Securities Corp

   Upgrade:

     * Series 1997-1R; Class 1-M1, current rating Aa3, upgrade
       to Aaa;

     * Series 1997-1R; Class 1-M2, current rating A2, upgrade
       to Aaa;

     * Series 1997-1R; Class 1-M3, current rating A3, upgrade
       to Aa3.

   Downgrade:

     * Series 1997-1R; Class 1-B3, current rating B2, downgrade
       to B3;

     * Series 1997-1R; Class 1-B4, current rating B3, downgrade
       to Caa2.


DOLLAR GENERAL: Good Performance Prompts S&P to Upgrade Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on Goodlettsville, Tennessee-based
Dollar General Corp. to an investment-grade 'BBB-' from 'BB+'.  
The outlook is positive.

"The upgrade reflects positive operating performance over the past
few years and financial metrics that are consistent with an
investment-grade rating," said Standard & Poor's credit analyst
Kristi Broderick.

The rating is also supported by the final settlement with the SEC
regarding the restatement of the company's financial results for
the fiscal years 1998 through 2000.  The final resolution of the
SEC investigation is viewed positively, and Standard & Poor's
expects the company to maintain internal controls, financial
policies, and credit protection measures consistent with the
investment-grade rating.

The ratings on Dollar General Corp. reflect:

    (1) its solid position in the "extreme value" retail segment,

    (2) consistent track record of profitability, and

    (3) strong cash flow protection measures for the rating.

Mitigating factors include the company's participation in the
highly competitive discount retail environment and risks
associated with its expansion program.

Dollar General is the oldest and largest player in the dollar-
retailing segment, operating nearly 7,500 small-box stores across
30 states.  Its merchandising strategy is to provide national
brands at low prices for its core low-income customer.


DUANE READE: Poor Performance Prompts S&P to Junk Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on New
York, New York-based Duane Reade Inc.  The corporate credit rating
was lowered to 'CCC+' from 'B-'.  The outlook is negative.

"The downgrade is based on the company's weaker-than-expected
operating trends in the first quarter of 2005 and our heightened
concern about management's ability to turn around a deteriorating
performance," said Standard & Poor's credit analyst Diane Shand.

Standard & Poor's also lowered its senior secured debt rating on
Duane Reade to 'B-' from 'B', the subordinated debt rating to
'CCC-' from 'CCC'.  It also lowered the ratings on the $160
million floating-rate notes due 2010 to 'CCC+' from 'B-', and the
$195 million senior subordinated notes due 2011 to 'CCC-' from
'CCC'.

Ratings on Duane Reade reflect:

    (1) the company's leveraged capital structure,

    (2) thin cash flow protection measures, and

    (3) narrow geographic focus.

Duane Reade is one of the largest drug chains in the New York
metropolitan area; more than half of its 249 stores are in
Manhattan.

Duane Reade's operating performance has been declining since the
fourth quarter of 2001.  The company's operating margin fell to
11.8% in 2004, from 12.5% the previous year and a high of 16.4% in
2000. The margin dropped to 9.9% in the first quarter of 2005 from
12.4% in the prior-year quarter.

The margin erosion is attributable to:

    (1) weak sales of high-margin front-end merchandise,

    (2) increased labor expense,

    (3) an increased portion of low-margin pharmacy sales, and

    (4) greater competition from national drugstore chains.

Margins are expected to remain under pressure in the near term, as
Duane Reade's front-end merchandising strategy appears to be
struggling.

Cash flow protection measures are thin, with EBITDA coverage of
interest at 1.3x in the 12 months ended March 29, 2005.  Because
of the sharp drops in EBITDA, leverage has increased dramatically.
Total debt to EBITDA was 10.5x in the 12 months ended March 29,
2005.


ENERGEM RESOURCES: Filing Tardy Financial Statements by May 20
--------------------------------------------------------------
Energem Resources Inc. was not able to file its audited financial
statements for the fiscal year ended November 30, 2004 or its
interim financial statements for the first quarter ended Feb. 28,
2005 by the May 10, 2005, as contemplated in the Company's 1st
Default Status Report.  The Company's auditor continues to be in
the process of completing the reviews and related report for the
Annual Financial Statements.  Once the Annual Financial Statements
are finalized, the First Quarter Financial Statements can be
finalized.  The Company now expects to file both the Annual
Financial Statements and the First Quarter Financial Statements by
May 20, 2005.

The Company advises that there is no actual or anticipated default
of a financial statement filing requirement subsequent to that
disclosed in the Notice of Default.

                     Issuer Cease Trade Order

As reported in the Troubled Company Reporter on Apr. 27, 2005, the
securities commission or regulators may impose an issuer cease
trade order if the Annual Financial Statements are not filed by
June 19, 2005, and the First Quarter Statements are not filed by
June 14, 2005.  An issuer CTO may be imposed sooner if the Company
fails to file its Default Status Reports on time.

The Company intends to satisfy the provisions of the default
status reports of (the) CSA Staff Notice 57-301 as long as it
remains in default of the financial statement filing requirements
by issuing, during the period of default, a Default Status Report
on a bi-weekly basis.

The Company advises that it is not subject to any insolvency
proceeding.

The Company advises that there is no other material information
concerning the affairs of the Company that has not been generally
disclosed.

Energem Resources Inc. is a natural resources company listed on
the Toronto Stock Exchange with projects in the energy and mining
sectors in a number of African countries. The Company is committed
to developing niche high margin natural resource projects in
Africa and is currently active in 16 countries. Ventures encompass
diamond mining and mineral exploration, mid- and up stream oil and
gas projects, energy and mining related manufacturing, trading and
trade finance businesses operating off a common logistics platform
and infrastructure. The Company has offices and/or logistics and
support infrastructure in Johannesburg, London, Beijing and a
number of African countries.


ENHANCED MORTGAGE: Fitch Puts Low-B Ratings on 3 Mortgage Certs.
----------------------------------------------------------------
Fitch Ratings has affirmed all classes of notes issued by Enhanced
Mortgage-Backed Securities Fund I, Ltd. (EMBS I), Enhanced
Mortgage-Backed Securities Fund II, Ltd. (EMBS II), Enhanced
Mortgage-Backed Securities Fund III, Ltd. (EMBS III), and Enhanced
Mortgage-Backed Securities Fund IV, Ltd. (EMBS IV).

These affirmations are the result of Fitch's review process and
are effective immediately:

   EMBS I

      -- $42,500,000 class A notes at 'AA';
      -- $28,500,000 class B-1 notes at 'BBB';
      -- $14,000,000 class B-2 notes at 'BBB'.

   EMBS II

      -- $88,000,000 class A-1 notes at 'AA';
      -- $42,000,000 class A-2 notes at 'A';
      -- $14,000,000 class A-3 notes at 'A-';
      -- $26,000,000 class A-4 notes at 'BBB';
      -- $30,000,000 certificates at 'B-'.

   EMBS III

      -- $87,750,000 class A-1 notes at 'AAA';
      -- $9,450,000 class A-2 notes at 'A+';
      -- $13,500,000 class A-3 notes at BBB+';
      -- $4,050,000 class A-4 notes at 'BBB';
      -- $20,250,000 preference shares at 'B-'.

   EMBS IV

      -- $130,000,000 class A-1 notes at 'AAA';
      -- $14,000,000 class A-2 notes at 'A+';
      -- $20,000,000 class A-3 notes at 'BBB+';
      -- $6,000,000 class A-4 notes at 'BBB';
      -- $30,000,000 preference shares at 'B-'.

Each of the four EMBS transactions are collateralized by fixed,
floating, and adjustable rate mortgage-backed securities,
collateralized mortgage obligations, asset-backed securities, U.S.
government securities, and other investment vehicles.
Massachusetts Mutual Investment Management serves as the
investment manager to each of the transactions.

EMBS I has continued to exhibit strong performance, and currently
has a net asset value above 120%.  This is in compliance with the
performance trigger of 90.5%, and represents the likelihood that
the deal will be able to return the full principal balance to each
class of notes.

EMBS II currently has a NAV of approximately 98.8%, which is in
compliance with its performance trigger of 90.5%.  However,
because the NAV is below 100%, it is likely that the certificates
will incur a partial loss of approximately 8% of the $30,000,000
outstanding balance when the deal matures on May 25, 2005.  Fitch
has determined that the current rating assigned to the
certificates ('B-') appropriately reflects the likelihood of this
loss to the noteholders.

EMBS III has exhibited strong performance to date, as shown by its
current NAV of approximately 107%.  This NAV is currently in
compliance with its performance trigger of 90.5%, and represents
the likelihood that the deal will be able to return the full
principal balance to each class of notes.

EMBS IV currently has a NAV of 98.4%, which is in compliance with
its performance trigger of 90.5%.  Although the NAV is currently
below 100%, representing a potential loss of principal, EMBS IV
does not mature until 2010 and there is no current threat to the
noteholders.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the above-referenced notes still
reflect the current risk to noteholders.

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


ENRON CORP: Files Annual Report for 2004 Under PUHCA
----------------------------------------------------
On May 2, 2005, Enron Corp. filed with the Securities and
Exchange Commission an annual report on Form-U5S under the Public
Utility Holding Company Act of 1935.  The Report provides
information about Enron and its subsidiaries as of, and for, the
calendar year ending December 31, 2004.

Prior to the Petition Date, Enron had in excess of 2,500
subsidiaries.  With their Chapter 11 Plan premised on liquidation
of Enron and its subsidiaries, many of the Reorganized Debtors'
assets have been sold, wound down, or closed.  By December 31,
2004, Enron had reduced the prepetition size of the Enron group
to around 1,140 subsidiaries.

Robert H. Walls, Jr., Enron executive vice president and general
counsel, relates that Enron will continue to dissolve, sell, or
liquidate its remaining entities in accordance with the Plan, and
will continue to exist only as long as necessary to resolve
claims, sell assets, and manage the litigation of the estate.

The information in the Annual Report, Mr. Walls says, was not
prepared for investment purposes, is not audited, is subject to
further review and potential adjustment and may not be indicative
of the financial condition or operating results of Enron or its
subsidiaries.

Enron was not able to include a consolidated financial statement
in the annual report.  "The production of consolidating financial
statements . . . would require a significantly larger accounting
staff than Enron currently has available, an external auditor,
and a substantial investment in time, training and financial
resources," Mr. Walls explains.

Mr. Walls believes it to be "highly unlikely" for Enron to find
an auditing firm willing to undertake the consolidation of the
financial reports.  Furthermore, Mr. Walls adds, "undertaking
this task would be contrary to the interests of Enron's creditors
due to the significant costs that would be imposed on the
Reorganized Debtors' estate and the negligible value of audited
financial statements as a tool for managing the administration of
the estate under the Plan."

Enron no longer has securities listed for trading on a securities
exchange.  The only Enron subsidiary with listed securities is
Portland General Electric.

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

    http://www.sec.gov/Archives/edgar/data/1024401/000089808005000216/formu5s.txt

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

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


ENRON CORP: Settles Claim Dispute with Renaissance Entities
-----------------------------------------------------------
Prior to the Petition Date, MIECO, Inc., entered into separate
agreements with Enron Power Marketing, Inc., and Enron North
America Corp. for the sale of commodities and the exchange of
cash payments based on the movement of the commodities' prices or
of indices relating to these commodities.

Enron Corp. executed credit support guaranties for EPMI of up to
$30,000,000 and ENA of up to $15,000,000 for their obligations
under the agreements.

At the pendency of the Debtors' bankruptcy cases, MIECO filed
four proofs of claim arising from the Debtors' liabilities under
the agreements and the guaranties:

     Claim No.     Debtor     Basis for Claim       Claim Amount
     ---------     ------     ---------------       ------------
        8535       ENA        ENA Agreements          $2,960,244
        8534       Enron      ENA Guaranty             2,960,244
        8536       EPMI       EPMI Agreements         15,095,504
        8537       Enron      EPMI Guaranty           15,095,504

MIECO subsequently transferred its interest to the claims to
Schroder Credit Renaissance Fund L.P. and Schroder Credit
Renaissance Fund Ltd.  On December 1, 2003, Enron filed an
adversary proceeding against the Renaissance Entities to avoid
the ENA Guaranty.

To prevent future disputes and litigation costs, the Reorganized
Debtors negotiated a settlement agreement with the Renaissance
Entities.

The Settlement Agreement, which Judge Gonzalez approved, provides
that:

    a. Claim No. 8535 will be allowed as a prepetition, general
       unsecured claim for $2,960,244 against ENA;

    b. Claim No. 8534 will be allowed as a Class 185 claim for
       $1,110,092;

    c. Claim No. 8536 will be allowed as a prepetition, general
       unsecured claim against EPMI for $14,089,200;

    d. Claim No. 8537 will be allowed as a prepetition, general
       unsecured claim in Class 185 for $14,089,200; and

    e. The Guaranty Avoidance Action will be dismissed, with
       prejudice and without costs to any party.

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

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


ENRON CORP: Lockheed to Pay $1.3 Million in Settlement Pact
-----------------------------------------------------------
Prior to the Petition Date, Enron Energy Services Operations,
Inc., and Lockheed Martin Corporation entered into a Master
Corporate Agreement.  EESO agreed to pay to applicable utility
companies certain of Lockheed's obligations relating to
electrical power and natural gas that the utility companies
supplied to Lockheed.

In April 2003, EESO advised Lockheed that Lockheed owed these
amounts to EESO under the Agreement:

    -- $859,967 in payments to or for the benefit of Lockheed,
       made within 90 days prior to the Petition Date;

    -- $1,445,512 in accounts receivable plus interest; and

    -- $6,327,493 as termination payment under the Agreement.

Lockheed disputes the Debtors' assertions.

Following extensive negotiations, the Debtors and Lockheed have
negotiated a Settlement Agreement pursuant to which:

    a. Lockheed will pay the Debtors $1,305,406; and

    b. the Debtors, Lockheed and its affiliates will exchange
       mutual general releases.

At the Debtors' request, the Court approves the Settlement
Agreement.

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

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


FIDELITY NAT'L: Spin-Off Cues Fitch to Affirm BB- Credit Rating
---------------------------------------------------------------
Fitch Ratings has placed the 'A-' insurer financial strength
ratings of the title insurance underwriting subsidiaries of
Fidelity National Financial, Inc., and the 'BBB-' long-term issuer
rating of FNF on Rating Watch Negative.  In addition, the 'BB-'
rating on the senior secured credit facility of FNF's subsidiary,
Fidelity National Information Services, is affirmed.

The rating action follows the announcement that FNF plans to
partially spin-off its title operations in the third quarter of
2005.  In addition, the new title insurance holding company will
borrow $500 million from a new bank facility and pay a special
dividend to FNF.  The Rating Watch primarily reflects the
increased financial leverage at both the title insurance
operations and in FNF overall.

Today's announced restructuring follows the recent
recapitalization of both FNF and FIS, in which FIS raised capital
through a bank facility and paid a large dividend to FNF.  In
addition, 25% of FIS was sold to two institutional investors.  The
debt at FIS is not guaranteed by FNF and, thus, is primarily rated
on its own strengths and weaknesses.

Fitch views FNF's ratings and the title operations segregated from
information services to determine FNF-only leverage and coverage
that is supportive of the current ratings. There is also
consideration for overall financial leverage.  While Fitch
believes the partial spin-off of the title operations does not
change this view, the concern primarily resides with the non-FIS
entities increasing willingness to leverage the consolidated
balance sheet.

Fitch plans to review this transaction with management in the near
term.  Resolution of the Rating Watch will be based on
management's plans regarding financial leverage on a consolidated
basis and title insurance-only basis.  If the new holding company
is determined to maintain financial leverage in the mid-20s or
lower, assuming no material change in overall financial leverage,
then the ratings will likely be affirmed at the current level.

Fidelity National Title Insurance Co.
Fidelity National Title Insurance Co. of NY
Alamo Title Insurance Co. of TX
Nations Title Insurance of NY
Chicago Title Insurance Co.
Chicago Title Insurance Co. of OR
Security Union Title Insurance Co.
Ticor Title Insurance Co.

    -- Insurer financial strength affirmed at 'A-'; placed on
       Rating Watch Negative.

Fidelity National Financial Inc.

    -- Long-term issuer affirmed at 'BBB-'; placed on Rating
       Watch Negative.

Fidelity National Information Services, Inc.

    -- Senior secured credit facility affirmed at 'BB-'; Stable
       Outlook.


FLAG RESOURCES: Filing First Quarter Financial Reports by May 31
----------------------------------------------------------------
Flag Resources (1985) Limited (TSX Venture Exchange: FGR.A)
provides a Default Status Report pursuant to the terms of an
Interim Management Cease Trade Order issued by the securities
regulatory authorities in Alberta and Quebec on May 6, 2005.  As
stated in the Notice of Default filed by the Company on May 11,
2005, the order was requested by the Company in accordance with
CSA Staff Notice 57-301 pending the filing of their financial
statements for the year ended December 31, 2004.  The Company
anticipates filing its financial statements for the first quarter
of 2005 on or before May 31, 2005.

Pursuant to CSA Staff Notice 57-301, the Company confirms that:

     (i) there has been no material change to the information set
         out in its initial Notice of Default,

    (ii) there has been no failure by the Company to fulfill its
         stated intentions in its Notice of Default or any Default
         Status Report,
   
   (iii) there has been no actual or anticipated default of a
         financial statement filing requirement subsequent to the
         Notice of Default, and

    (iv) there is no other material information concerning the  
         affairs of the Company.


FRANK'S NURSERY: Court Sets Plan Confirmation Hearing for June 14
-----------------------------------------------------------------
The Honorable Prudence Carter Beatty of the U.S. Bankruptcy Court
for the Southern District of New York approved the Second Amended
Disclosure Statement explaining the Second Amended Plan of
Reorganization filed by Frank's Nursery & Crafts, Inc.  The Debtor
is now authorized to solicit acceptances to its plan.

The Court set a plan confirmation hearing on June 14, 2005, at
3:00 p.m.  All ballots and objections are due not later than 4:00
p.m. on June 3, 2005.

Headquartered in Troy, Michigan, Frank's Nursery & Crafts, Inc.,
operated the largest chain (as measured by sales) in the United
States of specialty retail stores devoted to the sale of lawn and
garden products.  Frank's Nursery and its parent company, FNC
Holdings, Inc., each filed a voluntary chapter 11 petition in the
U.S. Bankruptcy Court for the District of Maryland on Feb. 19,
2001.  The companies emerged under a confirmed chapter 11 plan in
May 2002.  Frank's Nursery filed another chapter 11 petition on
September 8, 2004 (Bankr. S.D.N.Y. Case No. 04-15826).  Allan B.
Hyman, Esq., at Proskauer Rose LLP, represents the Debtor.  In the
Company's second bankruptcy filing, it listed $123,829,000 in
total assets and $140,460,000 in total debts.  


GLASS GROUP: Creditors Must File Proofs of Claim by July 11
-----------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Delaware set
July 11, 2005, as the last day for all creditors owed money by
The Glass Group Inc., on account of claims arising prior to
Feb. 28, 2005, to file their proofs of claim.

Creditors must file their written proofs of claim on or before the
July 11 Claims Bar Date, and those forms must be delivered to the
Debtors' claims agent:

     Donlin, Recano & Company Inc.
     Attn: The Glass Group Inc.
     419 Park Avenue South, Suite 1206
     New York, New York 10016
    
Headquartered in Millville, New Jersey, The Glass Group, Inc.
-- http://www.theglassgroup.com/-- manufactures molded glass    
container and specialty products with plants in New Jersey and
Missouri.  Its products include cosmetic bottles, pharmaceutical
vials, specialty jars, and coated containers.  The Company filed
for chapter 11 protection on Feb. 28, 2005 (Bankr. D. Del. Case
No. 05-10532).  Derek C. Abbott, Esq., at Morris, Nichols, Arsht &
Tunnell represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


GLASS GROUP: SSG Capital Approved as Exclusive Investment Bankers
-----------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Delaware gave The
Glass Group Inc. permission to employ SSG Capital Advisors, L.P.,
as its exclusive investment bankers, nunc pro tunc to Feb. 28,
2005.

The Debtor chose SSG Capital as its investment banker because of
the Firm's extensive experience in assisting and advising
financially distressed companies under chapter 11 bankruptcy
proceedings.

SSG Capital will:

   a) assist the Debtor in obtaining post-petition financing to
      meet its financing objectives, and assist in any potential
      sale of some or all of the Debtor's business and assets;

   b) provide the Debtor with restructuring advisory services in
      connection with its financial restructuring under chapter
      11; and

   c) provide all other investment banking and restructuring
      advisory services to the Debtor that are necessary and
      appropriate in its chapter 11 case.

J. Scott Victor, a Managing Director at SSG Capital, discloses
that the Firm will be paid:

   a) a Monthly Fee of $35,000 and a Financing Fee equal to 2% of
      the total financing the Debtor will receive from a completed
      financial transaction, including DIP financing and exit
      financing, during the Debtor's period of engagement of
      SSG Capital;

   b) an Advisory Fee equal to 1.5% of the Total Consideration
      paid to the Debtor in the event it successfully completes a
      sale of its business unit, division, subsidiary or any other
      asset; and

   c) a Restructuring Fee equal to $750,000 minus the $35,000
      Monthly Fee in the event there is no completed sale
      transaction for the Debtor during its period of engagement
      of SSG Capital.

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

Headquartered in Millville, New Jersey, The Glass Group, Inc.
-- http://www.theglassgroup.com/-- manufactures molded glass    
container and specialty products with plants in New Jersey and
Missouri.  Its products include cosmetic bottles, pharmaceutical
vials, specialty jars, and coated containers.  The Company filed
for chapter 11 protection on Feb. 28, 2005 (Bankr. D. Del. Case
No. 05-10532).  Derek C. Abbott, Esq., at Morris, Nichols, Arsht &
Tunnell represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


GLOBAL ENVIRONMENTAL: Case Summary & 20 Largest Creditors
---------------------------------------------------------
Debtor: Global Environmental Energy Corporation
        aka Life Energy and Technology Holdings, Inc.
        aka Health Pak, Inc.
        4640 South Carrollton Avenue, Suite 2A-6
        New Orleans, Louisiana 70119

Bankruptcy Case No.: 05-14201

Type of Business: The Debtor manufactures the Biosphere Process
                  'TM' System, an autonomous multifuel micro-power
                  electricity generation system.  The Debtor also
                  sells and leases waste management systems to
                  government entities and corporate clients
                  worldwide.

Chapter 11 Petition Date: May 19, 2005

Court: Eastern District of Louisiana (New Orleans)

Debtor's Counsel: Douglas S. Draper, Esq.
                  Heller, Draper, Hayden, Patrick & Horn, LLC
                  650 Poydras Street, Suite 2500
                  New Orleans, Louisiana 70130
                  Tel: (504) 581-9595
                  Fax: (504) 525-3761

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Michael C. Witticar, Esq.     Litigation -            $1,980,000
1201 Sunset Hills Road        Judgement- Anthony
Suite 900                     Liberatore; Micheal
Reston, VA 20190-5839         Liberatore, Elizabeth
                              Liberatore, Mark
                              Liberatore

Wayne Hartke, Esq.            Indemnity agreement     $1,360,000
7637 Leesburg Pike, Ste. 200
Falls Church, VA 22043

Dr. Christopher McCormack                             $1,251,387
for McCormack Consulting
St. Augustine
Offington Avenue
Sutton Dublin 13

Victor Metsch, Esq.                                   $1,200,000
Hartmen and Craven LLP
Medical Industries
488 Madison Avenue
New York, NY 10022

GDA Group Inc.                                          $802,055
4360 Stillwaters Drive
Merrit Island, FL 32952

McCormack Consulting                                    $615,698
PO Box CP 12377
Nassau, Bahaman

Donald J. Tobias, Esq.                                  $400,000
Atlantic National Trust
Limited Liability Co.
445 Park Avenue, 17th Fl.
New York, NY 10022

Mark O'Carroll                                          $352,055
Flat A 23, Forwich Road
London NW2 3 TN
England

Brendan McCormack                                       $352,055
5 Mullavat Road
Newry Co.
Down N. Ireland

Brian Larkin                                            $352,055
20 Seafin
Newry Co.
Down No. Ireland

Kevin McCormack                                         $352,055
Edenappa Road
Joesborough Co.
Armagh N. Ireland

Philip O'Carroll                                        $352,055
23 Thorpe Road
Staines Middlesex
England TW8 3HD

Snow Becker Kraus, PC         Judgment: $150,000        $280,000
Paul Kurland, Esq.            Legal fees: $130,000
605 Third Ave., 25th Fl.
New York, NY 10158

Salim Ghafari                                           $239,186
GDA Group, Inc.

QMT Limited                                             $170,512

Robert B Naelon & Associate                             $145,000
PC

Tetra tech EM                                           $135,000

Artabane & Balden PC                                    $119,000

Becker & Poliakoff                                       $28,000

William De Candido, Esq.                                 $28,000


GLOBAL SIGNAL: Fitch Affirms Low-B Ratings of $73MM Mort. Certs.
----------------------------------------------------------------
Fitch Ratings affirms the classes of Global Signal Trust I,
commercial mortgage pass-through certificates, series 2004-1:

           -- $210.7 million class A 'AAA';
           -- $23 million class B 'AA';
           -- $29 million class C 'A';
           -- $52 million class D 'BBB';
           -- $21 million class E 'BBB-';
           -- $38 million class F 'BB';
           -- $35 million class G 'B'.

The affirmations are due to the stable performance of the
collateral.  As of the May 10, 2005, distribution date, the
collateral balance has been reduced by 2.1%, to $408.7 million
from $418 million at issuance, due to amortization of the loan.
The loan is secured by 2,667 wireless communication sites owned,
leased, or managed by the borrower.

As part of its review, Fitch analyzed the management report
provided by the servicer, Midland Loan Services.  As of year-end
2004, aggregate annualized run rate revenue increased to $165.8
million, a 2.3% increase from issuance.  Over the same time
period, the Fitch adjusted net cash flow increased 17.1% since
issuance.  This increase is due to the growth in revenue,
especially telephony revenue, and the disposition of
underperforming sites, which resulted in an expense savings.  The
corresponding Fitch stressed debt service coverage ratio was 1.33
times compared to 1.11x at issuance.

The tenant type concentration has improved: total revenues
contributed by telephony tenants has increased to 43.3% compared
to 38.6% at issuance.


GOLDEN BRIAR: Filing 1st Quarter Financial Statements by May 31
---------------------------------------------------------------
Golden Briar Mines Limited (TSX Venture Exchange: GLB) provides a
Default Status Report pursuant to the terms of an Interim
Management Cease Trade Order issued by the securities regulatory
authorities in Alberta and Quebec on May 6, 2005.  As stated in
the Notice of Default filed by the Company on May 11, 2005, the
order was requested by the Company in accordance with CSA Staff
Notice 57-301 pending the filing of their financial statements for
the year ended December 31, 2004.  The Company anticipates filings
its financial statements for the first quarter of 2005 on or
before May 31, 2005.

Pursuant to CSA Staff Notice 57-301, the Company confirms that:

     (i) there has been no material change to the information set
         out in its initial Notice of Default,
   
    (ii) there has been no failure by the Company to fulfill its
         stated intentions in its Notice of Default or any Default       
         Status Report,

   (iii) there has been no actual or anticipated default of a
         financial statement filing requirement subsequent to the
         Notice of Default, and

    (iv) there is no other material information concerning the
         affairs of the Company.

The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this release.


H&E EQUIPMENT: March 31 Balance Sheet Upside-Down by $39.4 Million
------------------------------------------------------------------
H&E Equipment Services L.L.C. reported that first quarter revenues
increased $16.6 million, or 14.8%, from the first quarter of 2004,
first quarter gross profit increased $12.0 million, or 48.4%, from
the first quarter of 2004, first quarter netincome increased $10.0
million, or 111.5%, from the first quarter of 2004 and first
quarter earnings before interest, taxes, depreciation and
amortization (EBITDA) increased $10.4 million, or 74.0%.

John Engquist, President and Chief Executive Officer, said, "Our
strong performance in the first quarter reflects significant
improvement in revenue and gross profit in each of our business
segments.  With continued improvement in non-residential
construction, the primary driver of our business, and our belief
that we will continue to see rental rates improve throughout the
remainder of the year, 2005 should be a very strong year for our
company."

                    Results of Operations

First quarter revenues were $128.6 million compared to $112.0
million for the first quarter of 2004.  First quarter 2005 income
from operations was $11.0 million compared to $0.9 million last
year, an increase of $10.1 million.  The first quarter of 2005 net
income was $1.0 million compared to $9.0 million net loss for the
first quarter of 2004.   EBITDA for the first quarter increased
$10.4 million, or 74.0%, to $24.4 million from $14.0 million for
the first quarter of 2004.

First quarter equipment rental revenues were $40.6 million
compared to $35.6 million for the first quarter of 2004,
reflecting an increase of $5.0 million, or 14.0%.  The overall
increase was primarily due to a $4.5 million increase in aerial
work platform equipment rental revenue.  At the end of the first
quarter of 2005, the original acquisition cost of the rental fleet
was $459.8 million, down $13.6 million from $473.4 million at the
end of the first quarter of 2004.  For the first quarter of 2005,
dollar utilization increased to 35.1% from 29.6% for the first
quarter of 2004.

First quarter new equipment sales were $30.3 million compared to
$25.3 million for the first quarter of 2004, reflecting an
increase of $5.0 million, or 19.8%.  First quarter used equipment
sales were $25.6 million, representing a $2.3 million, or 9.9%,
increase from $23.3 million for the first quarter of 2004.  New
equipment sales increased in aerial work platforms, earthmoving,
lift trucks and other new equipment while new crane sales
decreased.  Used equipment sales increased in cranes, aerial work
platforms and earthmoving while lift trucks and other used
equipment sales declined in comparison to the first quarter of
2004.  Parts sales and service revenues for the first quarter of
2005, collectively, were $25.6 million, representing a $3.1
million, or 13.6%, increase compared to $22.5 million for the
first quarter of 2004.

Gross profit for the first quarter of 2005 was $36.8 million
compared to $24.8 million for the first quarter of 2004,
reflecting an increase of $12.0 million, or 48.4%.  First quarter
gross profit margin increased to 28.6% from 22.1% for the first
quarter of 2004.  Gross profit margin improved for equipment
rentals, new, used, parts sales and service revenues.

First quarter gross profit from equipment rentals was $17.0
million compared to $9.8 million for the same time period last
year, reflecting an increase of $7.2 million, or 73.5%.  The
increase was primarily a result of $5.0 million more in rental
revenues combined with $2.1 million less in depreciation,
maintenance expense and other rental costs.  New equipment sales
gross profit for the first quarter of 2005 increased to $3.8
million from $2.7 million for the first quarter of 2004.  Used
equipment sales gross profit for the first quarter of 2005
increased to $5.8 million from $4.4 million for the first quarter
of 2004.  The improvement in both new and used equipment sales
gross profit is a result of increasing demand and extended lead
times from manufacturers.  Gross profit for parts sales and
service revenues for the first quarter of 2005 was $10.9 million
compared to $9.2 million for the same time period in 2004 and is
primarily a result of the mix of parts sold and increased service
billing rates.

Selling, general and administrative expenses for the first quarter
of 2005 were $25.8 million compared to $24.0 million last year, a
$1.8 million, or 7.5%, increase.  The increase was primarily
related to higher sales commissions, performance incentives,
benefits, and outside services such as audit and legal fees.  As a
percentage of total revenues, selling, general and administrative
expenses for the first quarter of this year decreased to 20.1% for
the first quarter of this year from 21.4% for the first quarter of
last year.

                          Filing Delay

The Company has delayed reporting its final 2004 financial
results.  The Company will also delay finalizing results for the
first quarter of 2005 and filing of its Form 10-Q until it reports
final results for 2004.  The delay in filing the Form 10-Q will
extend beyond the due date, including the five-day extension
period.

                        About the Company

H&E Equipment Services L.L.C. is one of the largest integrated
equipment rental, service and sales companies in the United States
of America, with an integrated network of 39 facilities, all of
which have full service capabilities, and a workforce that
includes a highly-skilled group of service technicians and
separate and distinct rental and equipment sales forces.  In
addition to renting equipment, the Company also sells new and used
equipment and provides extensive parts and service support.  This
integrated model enables the Company to effectively manage key
aspects of its rental fleet through reduced equipment acquisition
costs, efficient maintenance and profitable disposition of rental
equipment.  The Company generates a significant portion of its
gross profit from parts sales and service revenues.

At Mar. 31, 2005, H&E Equipment Services L.L.C.'s balance sheet
showed a $39,368,000 stockholders' deficit, compared to a
$40,403,000 deficit at Dec. 31, 2004.


HALIFAX REGIONAL: Fitch Lowers Series 1998 Bonds to BB+ from BBB-
-----------------------------------------------------------------
Fitch downgrades approximately $22.4 million of North Carolina
Medical Care Commission's hospital revenue bonds (Halifax Regional
Medical Center), series 1998, to 'BB+' from 'BBB-'.  This rating
action follows a downgrade to 'BBB-' from 'BBB' in March 2004.  
The Rating Outlook remains Negative.

The downgrade is due to Halifax Regional Medical Center's
continued operating losses, which have led to a precipitous
decline in HRMC's unrestricted cash position.  In fiscal 2004,
HRMC posted a negative 6.5% operating margin ($4.4 million loss).
HRMC has posted annual losses since fiscal 1999 with an average
operating margin of negative 4.4% from fiscal years 1999-2004.
Including its foundation, HRMC had 49.5 days cash on hand as of
March 31, 2005, a significant decline from 110.4 days at fiscal
2003. During this period, HRMC's cash-to-debt position declined to
28.7% from 68.6%.  

The decline in liquidity was due in part to significant
contributions (approximately $200,000 per month) to HRMC's defined
benefit pension plan since September 2003.  Days in accounts
receivable has also spiked to 76.2 days at March 31, 2005 from
56.7 days at fiscal 2003.  Management attributes the increase in
accounts receivable to an information systems conversion and
expects a reduction to approximately 65 days by September 2005.

HRMC's operating performance continues to be hindered by limited
revenue growth, which reflects HRMC's challenging payor mix that
included approximately 58% Medicare and 20% Medicaid in fiscal
2004.  Both of these payors are unprofitable.  HRMC's expense
growth in 2004 was driven by labor and provision for bad debts. In
fiscal 2004, bad debt as a percentage of revenues was 11.7%, an
increase from 9.8% in 2003, which reflects difficulty with
collecting copays and deductibles.  HRMC's primary service area
exhibits low income levels, a declining population base, and high
unemployment rates.  However, Fitch notes that the expected
entrance of several large employers into the service area could
enhance the area's demographic profile.

Primary credit strengths are HRMC's dominant market position,
positive inpatient utilization trends, and recent improvement in
operating profitability.  In its primary service area, HRMC has
maintained a dominant market share position of approximately 60%.
The nearest acute care facility is Nash General Hospital (11%
market share) in Rocky Mount, North Carolina, approximately 35
miles away.  HRMC has demonstrated positive inpatient utilization
trends in recent years.  From 2003-2004, discharges increased 5.2%
to 7,775 from 7,389, and this positive trend has continued through
six months ended March 31, 2005.  

Through six months of fiscal 2005, operating income, excluding the
foundation and HRMC's clinics, was $731,000 (1.9% margin),
representing an improvement from negative $370,000 for the same
period in the prior year, which was supported by a hiring freeze.  
HRMC has recently identified $3.5 million in additional expense
reduction initiatives, including freezing its defined benefit
pension plan, which Fitch expects to support the recent operating
improvement.

The Rating Outlook is Negative. Despite year-to-date improvement
in profitability, Fitch believes that HRMC's challenging payor mix
will continue to pressure operations, including potential cutbacks
in Medicaid reimbursement in July 2005.  Furthermore, Fitch
believes that HRMC's weakened liquidity position allows limited
financial flexibility going forward.  Deterioration of HRMC's
current liquidity position or operations could place additional
downward pressure on the credit rating.

HRMC is a 206 licensed-bed community medical center (169 operated
beds) providing primary and secondary care services.  The medical
center is located in Roanoke Rapids, approximately 75 miles
northeast of Raleigh.  In fiscal 2004, HRMC had $67.7 million in
total operating revenue.  Disclosure to Fitch has been adequate
with quarterly disclosure, although only audited annual disclosure
is required in the bond documents.  HRMC provides disclosure upon
request to other third parties.  Fitch notes that quarterly
disclosure includes a balance sheet and income statements;
however, a statement of cash flows and management discussion and
analysis is not provided.


HAWAIIAN AIRLINES: Bankruptcy Court Formally Confirms Plan
----------------------------------------------------------
The U.S. Bankruptcy Court has issued a written order confirming
Hawaiian Airlines plan of reorganization.

"We now have the court's approval of our reorganization plan,"
Joshua Gotbaum, Hawaiian Airlines' Chapter 11 Trustee, said.  
"Hawaiian will exit bankruptcy on June 1, a better, stronger
airline.  Many have contributed to this accomplishment in many
ways and everyone associated with Hawaiian should be very proud."

Mr. Gotbaum developed the joint plan with Hawaiian's Official
Committee of Unsecured Creditors and Ranch Capital LLC, the
controlling shareholder of Hawaiian Holdings, Hawaiian's parent
company.  The plan's highlights are:

   -- creditors receive 100% of the value of their claims, most of
      them in cash;

   -- existing stockholders keep their shares, whose value has
      risen during the bankruptcy; and

   -- employees have new negotiated contracts, which, for the
      first time, have pay and benefits comparable to or better
      than those at Hawaiian's competitors.

As reported in the Troubled Company Reporter on March 14,2005, the
Court approved the Company's plan of reorganization on March 10,
2005, but will emerge from bankruptcy after its two remaining
labor contracts are ratified and a formal order is entered by the
court.

The Hawaiian bankruptcy has involved many twists and turns over
the past two years.  After the airline filed in March 2003,
creditors successfully petitioned the bankruptcy court to replace
the airline's CEO and controlling shareholder with a trustee.

Under a trustee, multiple reorganization plans can be filed, and
several plans were, including one by Boeing, a major creditor, and
another by one of Hawaiian's own pilots. The former plan was
withdrawn last fall and the latter plan was withdrawn on Thursday
after its financing source was arrested by the FBI for fraud and
bribery.

Mr. Gotbaum, working with Hawaiian's creditors committee,
established a competitive process to solicit investors for their
own plan.  In August, they selected and jointly proposed a plan
with investors led by Ranch Capital, who had purchased a
controlling interest in Hawaiian's parent company, Hawaiian
Holdings, Inc. (Amex: HA).

Hawaiian Airlines, Inc. -- http://www.HawaiianAir.com/-- is a  
subsidiary of Hawaiian Holdings, Inc. (AMEX and PCX: HA).  Since
the appointment of a bankruptcy trustee in May 2003, Hawaiian
Holdings has had no responsibility for the management of Hawaiian
Airlines and has had limited access to information concerning the
airline.

On March 21, 2003, Hawaiian Airlines, Inc., filed a voluntary
petition for reorganization under Chapter 11 of the United States
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Hawaii (Case No. 03-00827).  Joshua Gotbaum serves as the chapter
11 trustee for Hawaiian Airlines, Inc.  Mr. Gotbaum is represented
by Tom E. Roesser, Esq., and Katherine G. Leonard, Esq., at
Carlsmith Ball LLP and Bruce Bennett, Esq., Sidney P. Levinson,
Esq., Joshua D. Morse, Esq., and John L. Jones, II, Esq., at
Hennigan, Bennett & Dorman LLP.  The Bankruptcy Court confirmed
the Chapter 11 Trustee's Plan of Reorganization on March 10, 2005.


HEILIG-MEYERS: RoomStore Exits Bankruptcy on Its Own
----------------------------------------------------
The Honorable Douglas O. Tice, Jr., of the U.S. Bankruptcy Court
for the Eastern District of Virginia confirmed on May 17, 2005,
the Amended and Restated Joint Plan of Reorganization proposed by
HMY RoomStore, Inc., a wholly owned subsidiary of Heilig-Meyers
Company.

"It has been a long time coming, but it is certainly worth the
wait," Curtis C. Kimbrell, president and chief executive officer
of The RoomStore since May 2001 told Gregory Gilligan at Times-
Dispatch.  "This gives us an opportunity to operate without having
one hand tied behind our back.  This opens up a lot of doors for
us that have been closed."

Under the terms of the Plan, RoomStore will emerge as a
reorganized business enterprise and the unsecured creditors of
RoomStore will receive common stock in Reorganized RoomStore in
satisfaction of their claims against RoomStore.  

Reorganized RoomStore will issue 9.8 million shares of new
RoomStore common stock to an unsecured claims reserve for the
benefit of allowed unsecured claims and affiliated debtor claim.  
Heilig-Meyers Company, the parent of RoomStore, is the single
largest creditor of RoomStore and will receive approximately 67%
of the new common stock of Reorganized RoomStore.  Reorganized
RoomStore will continue to operate 60 stores under the RoomStore
name.  

RoomStore's parent company and all its other affiliates will
liquidate.

RoomStore offers a wide selection of professionally coordinated
home furnishings in complete room packages at value-oriented
prices.  RoomStore operates 65 stores located in Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina and Texas.

Heilig-Meyers Company filed for chapter 11 protection on
Aug. 16, 2000 (Bankr. E.D. Va. Case No. 00-34533), reporting
$1.3 billion in assets and $839 million in liabilities.  When the
Company filed for bankruptcy protection it operated hundreds of
retail stores in more than half of the 50 states.  In April 2001,
the company shut down its Heilig-Meyers business format.  In
June 2001, the Debtors sold its Homemakers chain to Rhodes, Inc.
GOB sales have been concluded and the Debtors are liquidating
their remaining Heilig-Meyers assets.  The Debtors are working to
effect a restructuring of their RoomStore business operations with
the expectation of bringing that business out of bankruptcy as a
reorganized company.  Bruce H. Matson, Esq., Troy Savenko, Esq.,
and Katherine Macaulay Mueller, Esq., at LeClair Ryan, P.C., in
Richmond, Va., represent the Debtors.


INGLE'S NOOK: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ingle's Nook, Inc.
        12300 Jefferson Avenue, # 423
        Newport News, Virginia 23602

Bankruptcy Case No.: 05-51339

Type of Business: The Debtor operates as a gift shop and sells
                  collectible items.
                  See http://www.inglesnook.com/

Chapter 11 Petition Date: May 16, 2005

Court: Eastern District of Virginia (Newport News)

Judge: Stephen C. St. John

Debtor's Counsel: Joseph T. Liberatore, Esq.
                  Marcus, Santoro & Kozak, P. C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, Virginia 23320
                  Tel: (757) 222-2224
                  Fax: (757) 333-3390

Estimated Assets: $1 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
John I. Martin                Loan to corporation       $500,000
P.O. Box 1765              
Yorktown, VA 23692

Dulles Center, LLC            Rent Disputed             $233,617
c/o Lerner Corporation
11501 Huff Court
Kensington, MD 208951094

Macerich SCG Ltd.             Rent                      $220,628
Partnership
401 Wiltshire Boulevard,
Suite 700
Santa Monica, CA 90401

Simon Property Group          Rent                      $124,478
9888 Chesapeake Mall, LLC
115 West Washington Street
Indianapolis, IN 46204

Department 56                 Merchandise               $115,876
6436 City West Parkway
Eden Prairie, MN 55344

Janoff & Olshan, Inc.                                   $103,197
654 Madison Avenue
New York, NY 10021

Willitts Designs Int'l        Merchandise                $70,438
3818 Payshpere Circle
Chicago, IL 60674

Internal Revenue Service      Form 941, etc.             $41,375
Insolvency Unit
P.O. Box 10025
Richmond, VA 23240

Lynnhaven Mall LLC            Rent                       $32,740
701 Lynnhaven Parkway,
Suite 1068
Virginia Beach, VA 23452

Ty, Inc.                      Merchandise                $19,621
280 Chestnut Avenue
Westmont, IL 60559

PR Financing LTD              Rent                       $17,698
12300 Jefferson Avenue, #777
Newport News, VA 23602

Colonial Candle of Cape Cod   Merchandise                 $5,957
1000 Dillard Avenue
Forest, VA 24551

Spotsylvania Mall             Rent                        $5,632
2445 Belmont Avenue
Youngstown, OH 445040186

Credit Clearing House, Inc.                               $3,564
200 Business Park Drive
Armonk, NY 105041712

Manual Woodworkers            Merchandise                 $2,297
3737 Howard Gap Road
Hendersonville, NC 28792

The Local Book                Merchandise                 $1,827
119 Naylor Mill Road,
Suite 5
Salisbury, MD 21801

BFI Nat'l Account             Merchandise                   $682
757 N Eldridge Parkway
Houston, TX 770794527

BFI Williamsburg                                            $397
124 Greene Drive
Yorktown, VA 236924800

HRSD                                                          $7
2600 Washington Avenue,
Suite 101
Virginia Beach, VA 23455


INTERSTATE BAKERIES: Court Okays Judge Federman as Mediator
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
authorizes Judge Arthur B. Federman to administer the
mediation and arbitration process in Interstate Bakeries
Corporation and its debtor-affiliates' chapter 11 cases in
accordance with the Claims Resolution Procedures.  Judge Federman
may appoint individual mediators or arbitrators, where applicable,
in his sole discretion, with the input and advice of the parties
to the mediation or arbitration.  For claims with reserve amounts
in excess of $100,000, there will be a preference for mediators or
arbitrators in and around Kansas City, Missouri.  In addition,
Judge Federman may serve as a mediator or arbitrator in certain
larger or more complex mediations or arbitrations, as requested
by the Debtors.

Pursuant to the Claims Resolution Procedures:

   (i) the parties will engage in mediations or arbitrations only
       upon the mutual consent of the parties; and

  (ii) the cost of mediations or arbitrations will be shared
       equally by the parties.

For administrative purposes, the Court directs the Debtors to pay
all of Judge Federman's fees and expenses incurred in his
capacity as Mediator within 10 days after submission of the bill
to the Debtors.

The Tort Claimant will pay its share of fees and expenses
directly to the Debtors.  Reimbursement of Judge Federman's fees
and expenses would be on the same basis that judges are
reimbursed for government travel, which includes actual expenses
for hotel, travel and postage, plus a per diem allowance for
food.  Judge Federman will not be required to submit any
application for allowance of expenses.

All of the expenses incurred by Judge Federman in his capacity as
Mediator that otherwise would be allowed for a judge's travel
expenses, are deemed reasonable, and do not require further Court
approval.

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


INTERSTATE BAKERIES: Can Walk Away from Six Real Estate Leases
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
gave Interstate Bakeries Corporation and its debtor-affiliates
permission to reject Real Property Leases for six locations,
effective as of the Rejection Date applicable to each Real
Property Lease, to reduce postpetition administrative costs.

The Debtors intend to reject five Real Property Leases effective
as of April 20, 2005:

    Lessor                Address of Leased Premises   Lease Date
    ------                --------------------------   ----------
    Santa Clara Street    72 West Santa Clara Street,  02/10/1958
    Urban Renewal         Ventura, California
    Properties LLC

    Roger Development,    392 Harrison Street,         12/22/1975
    Inc.                  Batesville, Arizona

    Yelvington Land       2009 South Division Ave.,    06/11/1996
    Company               Orlando, Florida

    Fallstar              1050 Main Street, Holly      07/01/2000
    Associates, LLC       Springs, North Carolina

    X-TRA Space Self      14720 South Stagecoach       10/21/2002
    Storage               Trail Cordes, Junction,
                          Arizona

The Debtors also want to reject an October 19, 1988, Real
Property Lease with respect to a property owned by Childers
Realty at 4100 First Avenue in Nitro, West Virginia, effective as
of March 31, 2005.

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

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


INTERSTATE BAKERIES: Closing New Bedford, Massachusetts Bakery
--------------------------------------------------------------
Interstate Bakeries Corporation (OTC: IBCIQ.PK) plans to
consolidate operations in its Northeast Profit Center (PC) by
closing its bakery in New Bedford, Massachusetts, and
consolidating production, routes, depots and thrift stores
throughout the Northeast where it maintains regional facilities.  

The decision is made as part of the Company's continuing efforts
to address its revenue declines and high-cost structure.  The
Company expects to complete the consolidation of the Northeast PC
by mid-August, subject to the U.S. Bankruptcy Court for the
Western District of Missouri's approval.  The consolidation is
expected to affect approximately 1400 workers.

"[Yester]day's decision is not a reflection on the hard work and
efforts of our employees, but is based on what is best for the
overall health of the Company.  Our end goal is to greatly reduce
the operating weaknesses and redundancies that continue to hurt
our business -- to save our company and as many jobs as possible.  
We will make every reasonable effort to make this transition as
smooth as possible for our employees," said Tony Alvarez II, chief
executive of IBC and co-founder and co-chief executive of Alvarez
& Marsal, the global corporate advisory and turnaround management
services firm.

The Company's preliminary estimate of charges to be incurred in
connection with the Northeast PC consolidation is approximately
$17 million, including approximately $7 million of severance
charges, approximately $7 million of asset impairment charges and
approximately $3 million in other charges.  IBC further estimates
that approximately $9 million of such costs will result in future
cash expenditures.  In addition, the Company intends to spend
approximately $4.5 million in capital expenditures and accrued
expenses to effect the consolidation.  In addition to the asset
impairment charges discussed above, IBC also expects to recognize
charges to intangible assets related to trademarks and tradenames
that will be impaired as a result of the consolidation of
operations disclosed yesterday.  IBC is not able to provide an
estimate of these charges currently.

As previously disclosed, IBC currently contributes to more than 40
multi-employer pension plans as required under various collective
bargaining agreements, many of which are underfunded.  The portion
of a plan's underfunding allocable to an employer deemed to be
totally or partially withdrawing from the plan as the result of
downsizing, job transfers or otherwise is referred to as
"withdrawal liability."  Certain of the plans have filed proofs of
claim in IBC's bankruptcy case alleging that partial withdrawals
have already occurred.  IBC disputes these claims; however, there
is a risk that the consolidation announced today could
significantly increase the amount of the liability to IBC should a
partial withdrawal from the multi-employer pension plans covering
the Northeast PC employees be found to have occurred.  IBC is
conducting the Northeast PC consolidation in a manner that it
believes will not constitute a total or partial withdrawal from
the relevant multi-employer pension plans.  Nevertheless, due to
the complex nature of such a determination, no assurance can be
given that withdrawal claims based upon IBC's prior action or
resulting from this consolidation or future consolidations will
not result in significant liabilities for IBC.  Should a partial
withdrawal be found to have occurred, the amount of any partial
withdrawal liability arising from the underfunded multi-employer
pension plans to which IBC contributes would likely be material
and could adversely affect our financial condition and, as a
general unsecured claim, any potential recovery to our
constituencies.

Recently, the Company disclosed the closing of its bakery in
Miami, Florida, and Charlotte, North Carolina, and the
consolidation of routes, depots and thrift stores in its Florida
and Mid-Atlantic PCs.

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

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


JIMMY CHAMBERS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jimmy Scott Chambers
        2120 Pinnacle Circle
        Pleasant View, Tennessee 37146

Bankruptcy Case No.: 05-06054

Type of Business: The Debtor previously filed for Chapter 11
                  protection on October 26, 2004 (Bankr. M.D.
                  Tenn. Case No. 04-13067).

Chapter 11 Petition Date: May 17, 2005

Court: Middle District of Tennessee (Nashville)

Judge: Marian F Harrison

Debtor's Counsel: Jessica Margaret Mullen, Esq.
                  Lefkovitz & Lefkovitz
                  618 Church Street, Suite 410
                  Nashville, Tennessee 37219
                  Tel: (615) 627-2429
                  Fax: (615) 523-1340

Total Assets: $2,907,450

Total Debts:  $2,791,885

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bank One                      Co-signed Debt            $101,992
P.O. Box 94015
Palatine, IL 600944015

GE CAP Corp.                                             $78,694
1669 Phoenix Parkway #210
Atlanta, GA 30349

AFC Corp Fran                                            $75,372
[Address not provided]

AFC Corp Franchs                                         $75,372
C/O Naed, Mark Esq.
2700 1st Ind Plaza,
135 North Penn Street
Indianapolis, IN 46204

Williams, Buck                                           $75,000
2441 Old Natchez Trace Highway
Franklin TN 37069

IFC CRDT Corp.                                           $60,000
8700 Waukegan Road
Morton Grove, IL 60053

Internal Revenue Service                                 $57,000
MDP 146
801 Broadway
Nashville, TN 37203

IRS                                                      $53,272
801 Broadway MDP 146
Nashville, TN 37203

Car Choice                                               $47,300
C/O Edmondson, T. Larry
800 Broadway 3rd Floor
Nashville, TN 37203

Farmers & Merchants                                      $36,000
P.O. Box 1135
Clarksville, TN 37041

Colormatch                                               $30,982
P.O. Box 7395
Jackson, TN 38302

GE CAP Corp.                                             $29,957
1669 Phoenix Parkway #210
Atlanta, GA 30349

Wells Fargo                                              $29,756
P.O. Box 98784
Las Vegas, NV 891938784

CCCL, Inc.                                               $25,000
C/O Malikowski, Paul Esq.
P.O. Box 9030
Reno, NV 89507

MBNA America                                             $19,253
P.O. Box 15137
Wilmington, DE 19886

Advanta Mastercard                                       $15,225
P.O. Box 8088
Philadelphia, Pa 19101-8088

CIT Tech Fin Srv                                         $11,628
P.O. Box 550599
Jacksonville, FL 32255

GE CAP Corp.                                              $6,726
1669 Phoenix Parkway #210
Atlanta, GA 30349

Farmers & Merchants                                       $6,500
P.O. Box 1135
Clarksville, TN 37041

Jim Reed Chevrolet                                        $4,321
C/O Buffaloe & Assoc
201 4th Avenue North #1300
Nashville, TN 37219


KAISER ALUMINUM: Partially Settles Dispute Over Thorpe Claims
-------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to disallow the 17
identical proofs of claim filed by J.T. Thorpe, Inc.

Each of the Thorpe Claims, designated as Claim Nos. 7222 through
7238 in the Debtors' claims register, is unliquidated, contingent,
and asserts an alleged right to reimbursement or contribution,
based on Thorpe's status as co-defendant in an asbestos-related
litigation, from the Debtors.

The Debtors argue that Kaiser Aluminum & Chemical Corporation is
the only debtor with any liability with respect to asbestos-
related claims.  Therefore, there is no basis whatsoever for the
Thorpe Claims.  The Debtors want the Claims disallowed under
Section 502(b)(1) of the Bankruptcy Code because they are
unenforceable against the other Debtors.  The Debtors assert that
Thorpe doesn't have a right to payment.

The Debtors also cite that Section 502(e)(1)(B) mandates
disallowance of all of the Thorpe Claims.  Section 502(e)(1)(B)
provides that:

     "the court shall disallow any claim for reimbursement
     or contribution of an entity that is liable with the
     debtor on . . . the claim of a creditor, to the extent
     that . . . such claim for reimbursement or contribution
     is contingent as of the time of allowance or disallowance
     of such claim for reimbursement or contribution."

Disallowance of contingent contribution claims under Section
502(e)(1)(B) eliminates the possibility that a debtor will make
payments on both the underlying claims of a third party and a co-
defendant's claim for reimbursement arising from that third
party's claim.

                          Thorpe Objects

J.T. Thorpe, Inc., a dissolved California corporation, and J.T.
Thorpe, Inc., asks the Court to deny the Debtors' request or, in
the alternative:

   (i) continue the deadline and hearing dates, or
  (ii) allow the Thorpe Claims.

Thorpe and Dissolved Thorpe, together with Thorpe Technologies,
Inc. and Thorpe Holding Company are each Chapter 11 debtors-in-
possession in bankruptcy cases pending in the United States
Bankruptcy Court for the Central District of California.

To Thorpe's knowledge, neither Kaiser Aluminum Corporation nor
Kaiser Aluminum & Chemical Corporation has filed a disclosure
statement outlining its liability for asbestos-related personal
injury claims.  In light of this, as well as the stage of
Thorpe's bankruptcy cases in which a confirmation hearing will be
held this July, Thorpe asserts that it is unnecessary and a waste
of both judicial resources and the resources of each of the
Kaiser Debtors' and Thorpe's bankruptcy estates to require
Thorpe's claims to be resolved at this time.

Thorpe notes that the Kaiser Debtors have admitted that KACC has
liability for asbestos-related injury claims due to its sale of
products containing asbestos.  From at least 1970 until the early
1980s, Kaiser Refractories was the largest refractory supplier to
Dissolved Thorpe, which purchased and used products containing
asbestos like Vee Block and Vee Block mix.  A significant number
of the jobs performed by Dissolved Thorpe during this time used
products purchased from Kaiser Refractories.

Beginning in 1987, Thorpe has been the target of numerous
asbestos-related personal injury lawsuits claiming damages of at
least $100,000,000.  From 1987 to 2001, Thorpe's insurers have
paid asbestos-related claims in the amount of at least
$14,000,000.

Thorpe asserts that its claims are not contingent as to the
amounts paid by its insurers.  "Disallowance of its claims on this
basis is neither warranted nor appropriate," Joseph H.
Huston, Jr., Esq., at Stevens & Lee, P.C., in Wilmington,
Delaware, argues.

In addition to those asbestos-related claims which have already
been paid, Mr. Huston says, further contribution claims are likely
to become fixed during the Kaiser Debtors' bankruptcy cases for
which Thorpe will be entitled to reimbursement or contribution.

Thorpe submits that it is an inefficient use of judicial resources
to deny a portion of its contribution claims now and then require
them to be re-filed following confirmation of the Thorpe Entities'
joint Plan.

                         Debtors Respond

The Debtors argue that there is no reason to continue their
request as to the Thorpe Claims.  KACC is the only Debtor that
produced or sold asbestos-containing products, the Debtors assert.  
Accordingly, the Debtors contend, there can be no basis whatsoever
for the Thorpe Claims against them other than KACC.

The Debtors tell the Court that there is no ambiguity with respect
to Kaiser Refractories, which is a former d/b/a name for KACC.  
According to the Debtors, Thorpe should not be confused on this
point because the bar date notice for the 2002 Debtors lists
Kaiser Refractories as a former d/b/a name for KACC.

Although the Debtors do not oppose a continuance of their request
with respect to the Thorpe Claim against KACC, the Debtors do not
believe that the claim against KACC has any merit either.  "While
the Debtors acknowledge that KACC might potentially be liable, and
that Thorpe could also be liable, on certain claims asserted by
third parties in respect of asbestos-related liability, the Thorpe
Claim against KACC should be disallowed for several reasons,"
Kimberly D. Newmarch, Esq., at Richards Layton & Finger, in
Wilmington, Delaware, says.

Ms. Newmarch contends that:

   -- Dissolved Thorpe has failed to demonstrate the KACC
      supplied it with any asbestos-containing products that
      caused injury to any person, making it inconceivable that
      KACC could be potentially liable for at least $100,000,000
      as asserted by Thorpe.

   -- Thorpe does not even allege, let alone prove, that the
      amounts paid by its insurers were actually paid in
      satisfaction of KACC's liability to the underlying asbestos
      plaintiff or with respect to liability for injury caused by
      KACC's products, and Thorpe has failed to allege that it in
      fact satisfied any KACC liability with those payments.
      Given the lack of documentation and evidence contained in
      Thorpe's pleadings, it is very unlikely that the
      $14,000,000 relates to KACC's liability, let alone the
      $100,000,000 that Thorpe claims is its total exposure.

   -- Thorpe has failed to demonstrate that it has satisfied any
      of the elements necessary to establish a valid claim
      against KACC for contribution under applicable law,
      including obtaining a release for KACC.

Thus, the Debtors ask the Court to:

   (a) disallow and expunge the Thorpe Claims against all Debtors
       but KACC, pursuant to Section 502 of the Bankruptcy Code;
       and

   (b) continue the Motion with respect to the Thorpe Claim
       against KACC to August 29, 2005, at 1:30 p.m. and set
       August 1, 2005, as the deadline for Thorpe to file
       supplemental objections to the Motion.

                        Parties Stipulate

In a Court-approved stipulation, the Debtors and Thorpe agree to
resolve the issues relating to the 17 identical proofs of claim
pursuant to these terms:

   (a) The Thorpe Claims against Kaiser Alumina Australia
       Corporation and Kaiser Finance Corporation -- Claim Nos.
       7225 and 7231 -- are deemed withdrawn with prejudice; and

   (b) The Debtors' request with respect to each of the remaining
       Thorpe Claims -- Claim Nos. 7222-7224, 7226-7230, and
       7232-7238 -- is continued to the omnibus hearing scheduled
       for August 29, 2005 at 1:30 p.m.

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)


LEAP WIRELESS: Form 10-Q Filing Delay Cues S&P to Watch Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services kept its rating for San Diego,
Calif.-based wireless carrier Leap Wireless International Inc.
(B-/Watch Neg/--) on CreditWatch with negative implications, where
they were placed on April 5, 2005, despite the company's recent
filing of its 2004 10-K.  The company has not yet filed its 10-Q
for the first quarter of 2005, as required under terms of its bank
loan.  The waiver it previously received for the late filing of
its financial statements provides an extension until June 15,
2005, to deliver results for the first quarter of 2005. Assuming
the company files its 10-Q by June 15, the ratings are expected to
be affirmed.  However, a negative outlook may be assigned, to
reflect the incremental financial and business risk associated
with the funding and build-out of new licenses.  The recovery
rating of "3" on the $610 million secured bank loan at Cricket
Communications Inc. is not on CreditWatch, because it is unlikely
to be impaired by the factors that would drive a potential
downgrade.

"The company has not yet provided good clarity on its funding
plans for build-out and launch of wireless markets covered by FCC
spectrum licenses obtained in broadband PCS Auction No. 58 in
early 2005," said Standard & Poor's credit analyst Catherine
Cosentino.

Leap participated in the auction, and is paying $167 million for
these licenses. Alaska Native Broadband 1 LLC also participated in
the auction, and won separate licenses totaling $68 million.  ANB
1 is a venture between Alaska Native Broadband LLC and Leap's
Cricket Communications Inc.  Cricket has entered into a management
services agreement under which it will provide management services
to Alaska Native Broadband 1 License LLC, a subsidiary of ANB 1.
Leap also has agreed to lend ANB 1 the cash to finance the
acquisition of these licenses.  Build-out of all of these licenses
and development of the business carries significant start-up risk
in a highly competitive industry, and such risk largely tempers
benefits derived from added market diversity.


KAUFMAN & BROAD: Good Performance Cues S&P's Positive Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on France-
based residential property developer Kaufman & Broad S.A. to
positive from stable, reflecting the company's continued solid
business and financial performance.  At the same time, the 'BB'
long-term corporate credit and 'BB-' senior unsecured debt rating
on KBSA were affirmed.

"The outlook revision follows continued stability in KBSA's
operating performance, owing to the group's robust planning and
monitoring procedures as well as favorable residential market
development in France," said Standard & Poor's credit analyst
Izabela Listowska.  "It also reflects our expectation that the
group's financial profile will strengthen again after the recent
deterioration triggered by the ?85 million debt and cash-financed
purchase of future royalties due to its U.S. parent KB Home
(BB+/Stable/--)."

Buoyant residential construction activity continued in France in
the fiscal year 2004, ended Nov. 30, and in the first quarter of
2005, ended Feb. 28.  KBSA expects housing revenues to increase by
15%-20% over the full fiscal year 2005 and reported a housing
backlog of about 10 months at Feb. 28, 2005.

"The rating on KBSA could be raised if credit measures bounce back
to higher levels following the negative impact of the recent non-
recurrent royalties transaction.  This assumes sustained
generation of positive free cash flow after dividends and
acquisitions, and an overall moderate financial policy," said Ms.
Listowska.  "A turnaround in the French residential construction
market or/and any additional extraordinary payments to
shareholders could have a negative impact on the ratings."


LOEWEN GROUP: Gets Court Nod to Settle U.S. Trustee Fees for $9MM
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the stipulation between the reorganized Loewen Group International
Inc. and its debtor-affiliates and the United States Trustee
resolving the dispute over the UST's quarterly fees.

Prior to the effective date of the Debtors' chapter 11 plan, the
Debtors operated a cash management and disbursement system for
more than 800 of its debtor-affiliates.  The Debtors substantially
made all of their payments to creditors, employees and other third
parties under this system.  Since the Petition Date, the Debtors
calculated and paid quarterly fees to the Office of the U.S.
Trustee on the basis of the actual payments made by each Debtor.

In 2001, the U.S. Trustee contested the Debtors' methodology for
calculating the amount of the quarterly payments to be paid.  The
U.S. Trustee believed that instead of attributing the
disbursements for quarterly fees to the actual Debtor that made
the payment, it should be attributed to the Debtor on whose behalf
a payment was made.  The U.S. Trustee contended that under the
Debtors' methodology, substantial additional amounts of Quarterly
Fees, in excess of $10 million, were due and owing.

Accordingly, the U.S. Trustee objected to the confirmation of the
Plan on the basis that additional pre-confirmation Quarterly Fees
should be paid.  The Debtors disputed the U.S. Trustee's position.

Subsequently, the parties entered into initial negotiations to
resolve the U.S. Trustee's objection.  On December 4, 2001, the
parties entered into a stipulation, which the Court approved.  The
parties agreed to:

    (a) the preservation of the Quarterly Fee issues in the U.S
        Trustee's objection to the confirmation;

    (b) the Debtors' issuance of a $4,000,000 irrevocable letter
        of credit in favor of the U.S. Trustee to secure the
        payment of the disputed pre-confirmation Quarterly Fees;
        and

    (c) holding their dispute regarding the Quarterly Fees in
        abeyance.

From June 2002 through March 2004, the Court entered eight orders
that closed the Chapter 11 cases of all but nine of the Debtor-
affiliates.  The Case Closing Orders also specified that the
amount of the Letter of Credit be increased to $7,913,750.

Since then, the Debtors have continued to pay the undisputed
Quarterly Fees to the U.S. Trustee and the parties engaged in
further settlement negotiations.

As a result of those negotiations, the Reorganized Debtors and the
U.S. Trustee stipulate and agree that:

    (1) The Debtors will deliver to the U.S. Trustee a $9,040,000
        check, in compromise, settlement and satisfaction of any
        and all claims of the Trustee for additional Quarterly
        Fees accruing for all periods from the second quarter
        of 1999 through and including the fourth quarter of 2004;

    (2) Upon receipt of the payment, both parties will release
        and discharge each other of all further claims relating
        to the Quarterly Fees;

    (3) Upon receipt of the payment, the U.S. Trustee will release
        the Letter of Credit and certain related documents, to be
        held in an escrow account pending the Court's approval of
        the Stipulation.  Upon the Court's approval of the
        Stipulation, the Reorganized Debtors may take necessary
        actions to cancel the Letter of Credit in its entirety.
        The U.S. Trustee will not seek to draw any amounts under
        the Letter of Credit after the execution of the
        Stipulation;

    (4) The Reorganized Debtors will comply with applicable law
        with respect to Quarterly Fee obligations accruing in
        the first quarter of 2005 and the periods thereafter;
        and

    (5) If the Court disapproves the Stipulation, the U.S.
        Trustee is required to disgorge the amount of the payment
        to the Reorganized Debtors, the Reorganized Debtors are
        required to return the Letter of Credit to the U.S.
        Trustee, and the economic terms of the settlement will be
        of no force or effect.

Formerly The Loewen Group International Inc., Alderwoods Group is
North America's #2 funeral services company.  Alderwoods Group
owns or operates about 750 funeral homes and some 170 cemeteries
in the US and Canada.  The firm's funeral services include casket
sales, remains collection, death registration, embalming,
transportation, and the use of funeral home facilities.  The
Debtors filed for chapter 11 protection in the United States and
CCAA protection in Canada on June 1, 1999 after the Debtors failed
to make debt payments after its aggressive acquisition phase.  
Loewen became Alderwoods Group when it emerged from bankruptcy on
January 2, 2002.  (Loewen Bankruptcy News, Issue No. 97;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


LUCID ENT: Talks with Lenders to Reduce & Restructure Debt
----------------------------------------------------------
As previously disclosed, Lucid Entertainment Inc. is currently in
default of its financial reporting obligations with respect to its
annual audited financial statements for the year ended Dec. 31,
2004, and unaudited interim financial statements for the period
ended March 31, 2005.  Management of Lucid and Lucid's external
auditors are presently engaged in preparing the Company's
financial statements.

As previously disclosed on May 10, 2005, the Board of Directors of
Lucid and its management team are continuing their efforts to
restructure Lucid's debt.  Negotiations are underway with various
creditors, lenders and lessors to reduce the company's existing
debt and restructure Lucid's long and short-term obligations.

Effective April 15, 2005, Lisa Ruscica, Vice President of
Corporate Finance of Lucid, resigned but continues to assist Lucid
through its restructuring and refinancing efforts.

                       About the Company

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

                         *     *     *

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

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

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

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

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

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

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

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


MAGIC LANTERN: Restructuring Prompts Form 10-Q Filing Delay
-----------------------------------------------------------
Magic Lantern Group, Inc. (AMEX: GML) did not file its Quarterly
Report on Form 10-Q with the U.S. Securities and Exchange
Commission on a timely basis on Monday, May 16, 2005.  The report
could not be completed without unreasonable effort or expense
because the Company has experienced significant reductions in
support staff as part of its ongoing restructuring efforts.  MLG
intends to file the report shortly, but not within the statutorily
provided grace period granted under Rule 12b-25 promulgated under
the Securities Exchange Act of 1934, as amended.

MLG continues to move forward with its restructuring plan.  MLG
has announced that in addition to its ongoing streamlining of
operations it is aggressively pursuing the sale of its legacy
distribution business and in the process of soliciting offers for
its purchase.  The legacy distribution business recorded revenues
of CAD$3 million and gross profit of CAD$2 million in 2004.

As previously announced, MLG began its restructuring program
earlier this year.  Recently, MLG retained the services of the
international investment banking firm of Corporate Finance
Associates to direct the divestiture of the legacy distribution
business, which sells hard copy (VHS and DVD) educational titles
to more than 9,500 schools and libraries primarily in Canada and
select world markets.  MLG plans to use the proceeds of the sale
to focus on its direct-to-consumer digital product offerings,
TutorBuddyT for in-home use and Magic Lantern InSiteT, customized
for educational and corporate institutions.  Both products operate
from a scalable, subscription-based revenue model, and are
currently in use by 10,000 users each month in North America.

Douglas Nix, Managing Partner of Corporate Finance Associates,
stated, "The outstanding brand name and market recognition of
Magic Lantern Communications has attracted a high level of
interest from several well-qualified buyers."

"Year-to-date, we have significantly streamlined our operations by
eliminating non-essential employees, cutting costs and reducing
overhead in the core distribution business, including the previous
sale in 2003 of our dubbing operation which was not in our
strategic focus," President and CEO of MLG Bob Goddard stated.  
"Our future direction lies in the returns that can be generated by
focusing on expanding our digital asset indexing, archiving,
streaming and management solutions business as our primary driver
of near-term growth.  We intend to use the proceeds from the sale
of our legacy business to fuel the expansion of our digital
business.  To support these efforts, we have entered into
preliminary discussions with a global distribution partner who we
believe can leverage its existing distribution network to bring
TutorBuddy and Magic Lantern InSite to global markets to
positively impact the size and value of our subscription base."

                     About the Company

Magic Lantern Group, Inc. -- http://www.magiclanterngroup.com/
-- operates several strategic subsidiaries and divisions,
including the global distribution of videos and DVDs from more
than 300 world-renowned producers, its core business for nearly 30
years.  Key divisions are Sonoptic Technologies, a pioneer in
commercial digital video encoding and online digital video utility
and leading provider of third-generation digital technology
solutions and the recently launched Magic Vision Digital Media,
Inc., a provider of digital on-demand/on-line desktop delivery for
sports entertainment, health care, human resource, and corporate
governance and compliance industries.  

                        *     *     *

                     Going Concern Doubt  

As reported in the Troubled Company reporter on May 5, 2005,
Schwartz Levitsky Feldman LLP, raised substantial doubt about
Magic Lantern Group, Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended Dec. 31, 2004.  The auditing firm points to the
Company's significant recurring losses, working capital
deficiency, and lack of long-term financing.  Mahoney Cohen  &  
Company CPA, P.C., expressed similar doubts when they audited the  
Magic Lantern's 2003 financial statements.   

The Company's cash position at the current rate of operating
activity is insufficient to cover operating costs to June 30,  
2005.  The Company's working capital deficiency at Dec. 31, 2004,
was approximately $6,030,000, which has worsened since  
Dec. 31, 2003.  Historically, the Company has sought financing
from its major shareholders.  Failing shareholder support and a
longer-term financing solution, the sources of capital available
to the Company include reduction of discretionary investments in
the digitization program and sales and marketing programs designed
to increase revenue over the next twelve months.


MERISANT WORLDWIDE: Moody's Junks $136 Mil. Sub. Discount Notes
---------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Merisant
Company and its parent Merisant Worldwide, Inc. following material
earnings declines in fiscal 2004, and the likelihood that profits,
cash flows, and liquidity will remain under pressure as the
company seeks to turnaround its operating performance and combat
competitive threats.  The ratings outlook is stable.

These ratings have been affected by this rating action:

Merisant Worldwide, Inc.

   * Senior implied rating, assigned at B3;

   * 12.25% $136.04 million senior subordinated discount notes due
     May 15, 2014, downgraded to Caa3 from Caa1;

   * Senior unsecured issuer rating, assigned at Caa1;

Merisant Company

   * Senior implied rating, B1 withdrawn;

   * Senior unsecured issuer rating, B2 withdrawn;

   * $35 million senior secured revolving credit facility due
     January 11, 2009, downgraded to B2 from B1;

   * $47.768 million senior secured term loan A due
     January 11, 2009, downgraded to B2 from B1;

   * $167.105 million senior secured term loan B due
     January 11, 2010, downgraded to B2 from B1;

   * 9.5% $225 million senior subordinated notes due
     July 15, 2013, downgraded to Caa2 from B3.

The ratings downgrade reflects Merisant's significant sales and
margin declines, which were most pronounced in the company's North
American retail division in grocery, club and mass channels.
Overall EBITDA fell from $110 million to $87 million, resulting
in:

   * an increase in enterprise level debt-to-EBITDA from 4.9x to
     6.0x;

   * a decrease in EBITDA less capex interest coverage form 2.7x
     to 1.4x; and

   * a decline in free cash flow to debt from 8.5% to 2.5%.

Market share gains by Johnson & Johnson's Splenda brand and an
expensive, unsuccessful competitive response by Merisant (Sugar
Lite) were the key drivers of the earnings shortfall.  Moody's
believes that further erosion in profits and credit metrics is
possible as Splenda rolls out additional capacity worldwide or if
similar market share losses begin to impact Merisant's foodservice
division, where its Equal brand remains strong.  Although Moody's
recognizes the strategic rationale put in place by the new CEO
that will focus on product innovation, the uncertainty, timing,
and expense associated with such actions are additional concerns .

The senior secured credit facilities were downgraded only one
notch and are now rated one notch higher than the senior implied
rating.  The notching reflects the superior position of the credit
facilities relative to the overall enterprise rating since the
facilities, with their first claim on the assets, are likely to
experience significantly better recovery prospects relative to the
other debt classes in a distressed scenario.

Ratings are supported by Merisant's sizeable global market share
(26% dollar share in 2004) in the growing low calorie tabletop
sweeteners market, with sizeable shares in North America, the UK,
France and Mexico.  Moody's recognizes the strong margins and low
capital investment requirements that enhance cash flow generation.
Merisant benefits from geographic diversity and a broad retail and
foodservice customer base with low customer concentrations.

As indicated by the stable outlook, ratings are unlikely to change
over the near term.  In particular, there is very limited upward
rating pressure in the absence of a strong and sustained
improvement in the company's operating performance and/or reduced
debt levels.  However, the stable outlook also reflects Moody's
opinion that the new rating levels appropriately capture known
business and liquidity risks for the coming year, the latter of
which is somewhat aided by Merisant's recent credit agreement
amendment to loose covenants.

Further, the stable outlook reflects Merisant's successful
competitive defenses in certain regions and the expectation for
positive cash flows even in a pressure earnings environment.  The
failure to maintain these conditions could prompt unfavorable
near-term rating actions, and ratings are likely to be downgraded
if the company does not remain free cash flow positive and/or it
loses borrowing access to its credit facilities.

Merisant Worldwide, Inc. is headquartered in Chicago, Illinois.
The company had fiscal-year 2004 revenues of approximately
$348 million.  

The company packages and distributes low calorie tabletop
sweeteners (primarily aspartame and saccharin-based), which
include Equal, NutraSweet and Canderel, via food service and
retail channels in over 100 countries.


METALDYNE CORPORATION: Moody's Junks $400 Million Unsec. Notes
--------------------------------------------------------------
Moody's Investors Service downgraded ratings for Metaldyne
Corporation and its direct subsidiary Metaldyne Company LLC by one
notch, and concluded the review for possible downgrade.  Moody's
additionally established stable rating outlooks for both entities.

The rating downgrades were driven by challenging industry
conditions, together with certain company-specific factors which
are impeding Metaldyne's actual and prospective performance.

More definitively, operating cash flows are lagging Moody's prior
expectations as a byproduct of:

   * rising commodity prices;
   
   * declining vehicle production levels;
   
   * high capital expenditures requirements given the capital-     
     intensive nature of Metaldyne's production facilities;
   
   * the continued need to finance significant up-front costs
     associated with launching Metaldyne's large book of awarded
     new business; and
   
   * the costs and distractions that had been caused by the
     independent investigation of Metaldyne's accounting records
     during 2004.

Metaldyne's expected delivery of increased EBIT cash interest
coverage above marginal 1.0x levels and materially reduced
leverage and debt levels is now delayed until 2006 or later.  
EBITA cash interest coverage is expected to run a little higher at
about 1.4x.  Moody's believes that the comfort level for unused
available liquidity is in excess of $200 million (approximately
10% of revenues), versus the approximately $75 million level that
Metaldyne had guided the market to as of the close of the first
quarter of 2005.

While Moody's action placing Metaldyne's ratings on review for
possible downgrade was initially triggered by the company's
disclosure that a former Sintered Division controller admitted to
fraudulent actions with regard to the company's accounting
records, the restatement adjustments that were determined to be
necessary following the extensive independent investigation which
followed were notably all non-cash in nature and not material
enough in the aggregate to justify a downgrade on their own.  The
company is still in the process of addressing various deficiencies
in internal controls that were identified during the independent
investigation and by the company's auditors.  It is the company's
goal to satisfy Section 404 requirements of the Sarbanes-Oxley
Act, but the outcome in this regard is still pending.

The stable outlook is based upon Metaldyne's recent performance
ahead of many industry peers in terms of revenue growth, customer
diversification, and North American light vehicle steel cost
recovery.

These specific rating actions were taken with regard to Metaldyne
Corporation and Metaldyne Company LLC:

   -- Downgrade to Caa2, from Caa1, of the rating for Metaldyne's
      $250 million of 11% guaranteed senior subordinated unsecured       
      notes due June 2012;

   -- Downgrade to Caa1, from B3, of the rating for Metaldyne's
      $150 million of 10% guaranteed senior unsecured notes due
      November 2013;

   -- Downgrade to B3, from B2, of the ratings for Metaldyne LLC's
      $600 million ($551 million remaining) of guaranteed senior
      secured credit facilities, consisting of:

       * $200 million guaranteed senior secured revolving credit
         facility due May 2007;

       * $400 million ($351 million remaining) guaranteed senior
         secured term loan D due December 2009;

   -- Downgrade to B3, from B2, of Metaldyne's senior implied
      rating;

   -- Confirmation of Metaldyne's Caa1 senior unsecured issuer
      rating.

The rating downgrades reflect that Metaldyne's operations
(exclusive of acquisitions and divestitures) have not generated
any positive free cash flow available to service debt since 2001.
The company furthermore incurred additional debt during 2004 to
finance the New Castle acquisition.  For the last twelve months
ended April 3, 2005, total debt/EBITDA leverage (including
redeemable preferred stock as debt) remained high at about 5.5x
and total debt/EBITDAR leverage (also including as debt the
present value of operating leases, letters of credit, accounts
receivable securitizations, and adjustments to reflect preferred
stock at liquidation value) remained very high at about 6.5x.

The company's active use of sale/leasebacks at a rate of 15%-20%
of annual capital spending has notably served to moderate the
level of on-balance sheet debt while increasing overall available
liquidity.  EBIT was insufficient to cover cash interest for the
period, and is no longer expected to exceed 1.0x until 2006.  
EBITA cash interest coverage was slightly better during the last
twelve months ended, but still below 1.0x.

On a prospective basis EBITA cash interest coverage is expected to
run a little higher at about 1.4x. Available liquidity --
consisting of cash and unused effective availability under
committed facilities -- approximated $72 million at the close of
the first quarter of 2005.  While management expects Metaldyne's
credit protection measure to improve slightly during 2005 and to
demonstrate more dramatic improvement in 2006 based upon rollouts
of booked business and estimates regarding production volumes,
costs savings and commodity price recoveries, this high-fixed-cost
company remains vulnerable to any unexpected developments that are
either specific to the company or related to the automotive
industry and/or the broader economy.  Metaldyne incurred almost
$18 million in fees during 2004 in connection with the
investigation of the nature and scope of the accounting fraud.
This represented a significant and unexpected cash outflow, but is
non-recurring in nature.

Metaldyne is a very high volume purchaser of steel, which
constitutes the most significant component of the company's cost
of goods sold.  Management has additionally evaluated that it is
not advantageous for Metaldyne to participate in OEM steel resale
programs.  Instead, the company purchases all of its steel
directly under contracts which typically have maturities of one
year or longer.  Exposure to steel price fluctuations therefore
poses a significant ongoing risk to Metaldyne's performance.  The
margin declines recorded by the company during 2004 were partly
attributable to the increased commodity costs for steel and other
raw materials.  Raw materials spending increased year-over-year by
$53 million on a gross basis, and by $22 million net of realized
recoveries.  Metaldyne's steel price recovery rate in the North
American light vehicle market notably appears to be exceeding the
rate being achieved by most of its peers.

Metaldyne's business is characterized by high capital intensity
and R&D spending.  Spending on new equipment has met or exceeded
1.5x depreciation over the past two years in support of launch
activity, the initiation of new plants in lower-cost countries
such as Korea and Mexico, and the general upgrading of
manufacturing assets.  Management does notably assert that 2004
was the peak spending year and that capital expenditures should
decline by about $30 million to $120 million in 2005.  Metaldyne
must also continue to invest heavily in the development of new
products and technologies in order to maintain a competitive
advantage and provide value-added products for which customers are
more willing to pay higher margins.

Metaldyne is significantly concentrated with the Big 3 vehicle
manufacturers, with approximately 60% direct exposure as a Tier 1
supplier and an additional 20%+ indirect exposure as a Tier 2
supplier.  Given the current market environment, it is in the
company's favor that the revenue mix has already become somewhat
more diversified.  With regard to Big 3 exposure, DaimlerChrysler
became Metaldyne's largest customer of the three at approximately
24.4% direct exposure upon the company's acquisition of the New
Castle plant.  Direct exposure to Ford and General Motors
approximates 12.5% and 7.2%, respectively (based upon 2004
revenues).  Metaldyne is furthermore exposed to the weakness of
certain suppliers, which can cause interruptions in supply and
result in price increases (such as was the case with the Chapter
11 filings of Intermet Corp. and Citation Corp. during 2004).

Metaldyne's business strategy entails additional acquisitions to
achieve greater diversity of products, customers, and
technologies, as well as global expansion and improved market
share.  While the business strategy has strategic merits, the
weakness of Metaldyne's balance sheet presents significant
potential challenges to credit quality.  Moody's remains concerned
regarding:

   * the way such acquisitions will be financed;

   * the size of future transactions and the pace at which they
     will occur;

   * the effectiveness of the due diligence in identifying
     potential detriments to value; and

   * how expensive, time consuming and disruptive the integration
     processes would be.

The stable outlooks following the rating downgrades reflect that
Metaldyne has been relatively more effective versus many peers at
efforts to counteract the negative industry dynamics.  The company
notably achieved 2004 revenue growth in excess of 7.5% (excluding
the impact of the New Castle acquisition and certain
divestitures), which significantly outperformed the year's Big 3
production decline approximating 2.6%.

In addition, per management's guidance during its May 10, 2005
investor call first quarter 2005 revenue growth was about 20.3%,
versus an approximately 9.3% decline in Big 3 production.
Metaldyne's new business backlog is with a notably more
diversified set of customers.  Approximately 60% of new business
is with the Big 3, 30% is with Asian manufacturers, and 10% is
with European manufacturers.  The acquisition of DaimlerChrysler's
New Castle plant added about $445 million in Chassis Group
revenues and is now generating business with other customers.
Hyundai is becoming a very meaningful customer, and Metaldyne is
supporting relationship with a new plant that the company just
opened in Korea.

Metaldyne also reports that it has negotiated agreements with
customers that will offset a majority of its raw materials risk in
the future.  The company has initiated pass-through indexing
arrangements with many customers similar to those already used for
aluminum.  Management does not expect that these actions will
result in a reduced pace of new business awards since the company
is well positioned competitively and only about 15% of the product
line today consists of commodity-like forged components.

In addition, Metaldyne is selling its own scrap at market and
implementing productivity improvements which have thereby enabled
it to reduce headcounts.  On the basis of the initiatives already
taken, Metaldyne estimates that it will achieve about 80% raw
material recovery during 2005, even if unfavorable commodity price
trends continue.  It is notable that the recovery provisions
contain no profit margin and stand to drive down operating margins
somewhat in a rising commodity price environment (with the
opposite effect as prices reverse).

Metaldyne has recently taken several critical steps to enhance
liquidity, which would have otherwise been nearly depleted at the
end of the first quarter.  Metaldyne received more than
$21 million cash upon the sale of a 16.1% interest in TriMas Corp.
stock in November, 2004, and management believes that the value of
Metaldyne's remaining TriMas Corp. holdings exceeds $100 million.
However, Moody's notes that TriMas Corp. just withdrew its SEC
filing for an initial public offering on May 11, 2005.

During December 2004 Metaldyne also sold its 36% interest in
Saturn Electronics for about $15 million in cash proceeds.  During
December 2004 the company additionally closed an amendment to its
guaranteed senior secured credit agreement which included
provisions to loosen certain negative covenant tests and provide
greater cushion against the likelihood of default.

Metaldyne furthermore amended its accounts receivable
securitization agreement upon transferring to a new agent lender,
which thereby enhanced the applicable advance rate formulas and
extended the expiration date of the facility to January 2007.
The New Castle plant's accounts receivable were added to the
program during the first quarter.  Partially offsetting these
enhancements to the securitization program was the reduced
availability permitted against General Motors Corporation and Ford
Motor Company receivables following from their simultaneous rating
downgrades by a rating agency to below investment grade.

Metaldyne's next anticipated step toward enhancing liquidity is to
replace the existing securitization with a new and larger
$175 million accounts receivable securitization which would also
benefit from further improvements to the applicable advance rates
and an extended maturity in 2010.  Execution of this new agreement
should be feasible subject to execution of the intercreditor
agreement currently under negotiation with the senior secured
lenders, but would present a higher overall cost to the company.

Future events which would be likely to result in additional rating
downgrades potentially include:

   * further deterioration in free cash flow generation versus
     plan;

   * additional sizable acquisitions prior to an reduction of all-
     in leverage below 4.5x;

   * failure to maintain unused available liquidity at
     approximately $100 million; and/or

   * determination that Metaldyne has material Category B
     weaknesses in its internal controls which evidences material
     concerns regarding the quality of financial reporting.

Future events which would be likely to result in an improved
outlook or a rating upgrade include:

   * positive free cash flow generation and deleveraging from
     operations;

   * sale of the remaining TriMas shares at the expected value and
     application of the net proceeds against debt;

   * substantial improvements to committed liquidity;

   * a material equity infusion; and/or

   * increased diversification of the revenue base.

Metaldyne Corporation, headquartered in Plymouth, Michigan, is a
manufacturer of highly engineered products for the global light
vehicle market.  Metaldyne designs, engineers and assembles metal-
formed and engineered products used in transmissions, engines and
chassis of vehicles.

The company's annual revenues currently approximate $2.1 billion.
Ownership of Metaldyne is controlled by private equity sponsor
Heartland Industrial Partners LP.


MIIX GROUP: Court OKs Sale of All Operating Assets to MDAdvantage
-----------------------------------------------------------------
The MIIX Group, Inc., and its debtor-affiliate New Jersey State
Medical Underwriters, Inc., sought and obtained authority from the
U.S. Bankruptcy Court for the District of Delaware to sell
substantially all operating assets to MDAdvantage Insurance
Company of New Jersey for $1,000,000, free and clear of liens,
claims, interests and encumbrances.  

The Sale closed on April 12, 2005.

The Debtors will assume the lease and sell and assign the
unexpired real property lease owned by Gordon Lawrenceville Realty
Associates, L.L.C., the Landlord for property located at 2
Princess Road, Lawrenceville, in New Jersey, to MDAdvantage.

MDAdvantage will also pay $51,784 from the security deposit
currently held by Gordon Lawrenceville to cure all defaults.

MDAdvantage and Gordon Lawrenceville have also agreed to amend the
lease by:

   (a) reducing the square footage of the Lease Premises, and

   (b) changing the amount of rent payable under the lease.  

A $58,399 amendment fee was paid on April 12, 2005, from the
security deposit currently held by Gordon Lawrenceville.

The Debtors told the Court that they cannot continue to operate
Underwriters for the time required to confirm and consummate a
plan of reorganization without risking an immediate and material
decline in the value of the Assets.  According to the Debtors, the
only way to preserve and maximize the value is to consummate the
Sale, thereby insuring an orderly and equitable sale process for
the benefit of their estates and creditors.

Headquartered in Lawrenceville, New Jersey, The MIIX Group, Inc.
-- http://www.miix.com/-- provides management services to medical  
malpractice insurance companies.  The Company along with its
debtor-affiliate filed for chapter 11 protection on Dec. 20, 2004
(Bankr. D. Del. Case No. 04-13588).  Andrew J. Flame, Esq., at
Drinker Biddle & Reath LLP represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated assets between $10 million and $50
million and debts between $10 million and $50 million.


MIIX GROUP: Wants Exclusive Period Extended Through July 19
-----------------------------------------------------------
The MIIX Group, Inc., and its debtor-affiliate ask the U.S.
Bankruptcy Court for the District of Delaware for an extension of
the time within which they alone can file a chapter 11 plan.  The
Debtors want their exclusive plan filing period extended through
and including July 19, 2005.  The Debtors also ask the Court for
more time to solicit acceptances of that plan from their
creditors, through Sept. 17, 2005.

The Debtors have been diligently working to preserve the value of
their assets through the retention of professionals and through
the sale process.  With the recent approval and closing of the
sale of substantially all operating assets of the Debtors to
MDAdvantage Insurance Company of New Jersey, the Debtors and other
parties-in-interest are working toward the development of a
consensual plan of liquidation.  

The Debtors relate that there are additional complexities in their
cases because the Group is a publicly-traded company and one of
its non-debtor subsidiaries, MIIX Insurance, is currently in
rehabilitation and under the control of a court-appointed
rehabilitator.

Various parties-in-interest, including the U.S. Trustee and the
Creditors Committee, initially objected to the Sale.  The U.S.
Trustee asked the Court to appoint an examiner for the Debtors.  
Over the past 90 days, the Debtors have spent considerable time
and resources prosecuting the Sale Motion and opposing the
Examiner Motion, including the provision of information and
documents at the formal and informal requests of the U.S. Trustee
and the Creditors Committee.  

The U.S. Trustee and the Creditors Committee conducted numerous
depositions and interviews of the Debtors' officers, directors,
and former employees.  The Debtors' resources were also utilized
to negotiate a consensual resolution of the objections to the Sale
Motion, withdrawal of the Examiner Motion, and modifications to
the Purchase Agreement beneficial to the Debtors' bankruptcy
estates.  The Debtors contend that the consummation of the Sale
and withdrawal of the Examiner Motion were necessary prerequisites
to formation of a plan of liquidation on terms that, hopefully,
will be acceptable to the various constituencies in their
bankruptcy cases.

The Debtors anticipate that they will complete and file a plan and
disclosure statement within the 90-day extension period.  The
passing of the March 15 Bar Date will permit the Debtors to better
evaluate the number of creditors and classes of creditors in their
cases.

Headquartered in Lawrenceville, New Jersey, The MIIX Group, Inc.
-- http://www.miix.com/-- provides management services to medical  
malpractice insurance companies.  The Company along with its
debtor-affiliate filed for chapter 11 protection on Dec. 20, 2004
(Bankr. D. Del. Case No. 04-13588).  Andrew J. Flame, Esq., at
Drinker Biddle & Reath LLP represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated assets between $10 million and $50
million and debts between $10 million and $50 million.


MIRANT CORP: Asks Court to Approve Solicitation Procedures
----------------------------------------------------------
To conduct an effective solicitation of acceptances and rejections
of Mirant Corporation's plan of reorganization that is consistent
with applicable laws, Mirant and its debtor-affiliates ask U.S.
Bankruptcy Court for the Northern District of Texas to:

    (a) establish a record date for voting purposes;

    (b) approve the forms of ballots and balloting instructions;

    (c) establish procedures for:

        (1) voting in connection with the Plan confirmation
            process; and

        (2) temporary allowance of claims related thereto; and

    (d) establish procedures for tabulating votes on the Plan.

Bankruptcy Services, LLC, and Financial Balloting Group, LLC,
will assist the Debtors in the solicitation, balloting and
tabulation of the votes of the Debtors' creditors and equity
holders on the Plan.

A. Proposed Voting Procedures

    a. If a claim is deemed allowed pursuant to the Plan, then
       that claim will be allowed for voting purposes;

    b. If a filed proof of claim asserts a claim in a wholly
       undetermined or unliquidated amount or is docketed in BSI's
       database as of the Record Date in the amount of $0, then
       that claim will be allowed for voting purposes as a general
       unsecured claim only in the amount of $1.00;

    c. If a filed proof of claim asserts a claim in a partially
       undetermined or unliquidated amount, then that claim will
       be allowed for voting purposes only in the amount of the
       known or liquidated portion of the claim;

    d. If a claim has been estimated and allowed by Court order,
       then that claim will be allowed for voting purposes in the
       amount approved by the Court;

    e. If a claim is listed in the Debtors' Schedules as
       contingent, unliquidated, or disputed and a proof of claim
       was not timely filed, then that claim will be disallowed
       for voting purposes;

    f. If the Debtors object to a claim, then that claim will be
       disallowed for voting purposes, as applicable;

    g. The allowed amount of any proof of claim for voting
       purposes will be the amount as docketed in BSI's claims
       database as of the Record Date;

    h. Classification of a claim will be determined based on the
       classification as docketed in BSI's claims database as of
       the Record Date; provided, however, that any claims for
       which BSI was unable to identify the classification will be
       classified as general unsecured claims;

    i. If a single proof of claim has been filed against multiple
       Debtors, then that claim will be allowed for voting
       purposes only against the Debtor as docketed in BSI's
       claims database as of the Record Date;

    j. If a claim or equity interest is allowed pursuant to a
       Court-approved settlement, then that claim will be entitled
       to vote on the Plan in accordance with the terms of that
       settlement;

    k. If a proof of claim asserts a claim that is not in U.S.
       dollars, that claim will be treated as unliquidated and
       allowed for voting purposes only in the amount of $1.00;

    l. If a proof of claim is filed late, then that claim will be
       disallowed for voting purposes only;

    m. If a proof of claim does not list a Debtor or the Debtor is
       unidentifiable on the proof of claim, then that claim will
       be disallowed for voting purposes;

    n. If a claim is disallowed or equitably subordinated, then
       that claim will be disallowed for voting purposes only;

    o. If the Debtors schedule a claim and the creditor filed a
       proof of claim superseding that scheduled claim, the
       scheduled claim is deemed superseded and that scheduled
       claim will be disallowed for voting purposes;

    p. If a union representative or plan administrator of an
       employee benefit program filed a claim on behalf of its
       constituents, then:

          (i) that constituent creditor will only be entitled to
              vote its claim in the amount and classification set
              forth in the claim filed by the union representative
              or plan administrator and any other separate claim
              filed by a constituent creditor based on the same
              facts and circumstances alleged in the claim filed
              by the union representative or plan administrator
              will be disallowed for voting purposes; and

         (ii) the union representative or plan administrator will
              not be entitled to vote any amount on account of its
              proof of claim; and

    q. The Debtors may seek a Court order disallowing a claim for
       voting purposes at anytime prior to the Confirmation
       Hearing.

B. Temporary Allowance Motions

    If any claimant seeks to challenge allowance or disallowance
    of its claim for voting purposes that entity is directed to
    serve on the Debtors and file with the Court a motion seeking
    entry of an order pursuant to Bankruptcy Rule 3018(a)
    temporarily allowing that claim only for purposes of voting to
    accept or reject the Plan.

C. Proposed Solicitation Procedures

    a. Record Date

       The Debtors ask the Court to set April 27, 2005, as the
       Record Date for solicitation of holders of claims and
       equity interests.

    b. Proposed Form of Ballots

       The Ballots are based on Official Form No. 14 pursuant to
       Rule 3018(c) of the Federal Rules of Bankruptcy Procedure.
       The Form have been modified to provide clear instructions
       to the Debtors' creditors as to voting procedures, the vote
       tabulation process and the effects of casting a particular
       Ballot.

       The appropriate Ballot forms will be distributed to holders
       of claims according to the nature of their claims.

    c. Public Securities Claims

       The Debtors will solicit votes from creditor
       constituencies entitled to vote directly on the Plan and
       whose underlying claims arise from debt securities, equity
       interests, or similarly situated obligations in which
       multiple creditors hold a portion of the ultimate claim or
       equity interests.

       The Debtors propose that the Solicitation Packages be sent
       in a manner customary in the securities industry so as to
       maximize the likelihood that beneficial holders of the
       Public Securities will receive the materials in a timely
       fashion.

       The balloting process for the Public Securities is
       multiple-tiered because the Debtors need to solicit votes
       through the trustee, agent bank, broker, dealer or other
       agents or nominees for the ultimate beneficial holders of
       the claims or interests.

    d. Solicitation Packages and Distribution Procedures

       The Debtors will mail Solicitation Packages by no later
       than seven days after entry of a Court order granting the
       Solicitation Procedures Motion.

       The Solicitation Packages will contain copies of:

       -- the Disclosure Statement Order;

       -- the confirmation hearing notice;

       -- an applicable Ballot, together with the applicable
          voting instructions and a pre-addressed postage pre-paid
          return envelope; and

       -- a CD-ROM containing the Disclosure Statement.

       To facilitate the distribution to the Beneficial Holders,
       the Debtors ask that the Court order each of the Voting
       Nominees to distribute Solicitation Packages to the
       Beneficial Holders within five business days of the Voting
       Nominee's receipt of the Solicitation Packages.

    e. Publication Notice

       The Debtors will cause the Confirmation Hearing Notice to
       be published once in The Wall Street Journal (National
       Edition), The New York Times (National Edition), USA Today
       and Financial Times.  Additionally, the Debtors will
       publish the Confirmation Hearing notice electronically at

            http://www.txnb.uscourts.gov/

                    -- and --
            http://www.mirant-caseinfo.com/

D. Proposed Tabulation Procedures

    a. Votes will be tabulated both on an individual debtor basis
       for each relevant class and on a consolidated basis for
       each relevant class within a proposed consolidated group.

    b. A vote will be disregarded if the Court determines that a
       vote was not solicited or procured in good faith or in
       accordance with the provisions of the Bankruptcy Code.

    c. Any Ballot that is returned to the Solicitation and
       Tabulation Agent, but which is unsigned, or has a non-
       original signature, will not be counted, unless otherwise
       ordered by the Court.

    d. All votes to accept or reject the Plan must be cast by
       using the appropriate Ballot and in accordance with the
       voting instructions.

    e. A holder of claims and/or equity interests in more than one
       class must use separate Ballots for each class of claims
       and/or equity interests.

    f. If multiple Ballots are received for a holder of claims
       voting the same claims, the last Ballot received, as
       determined by the Solicitation Agent or the Tabulation
       Agent will be the Ballot that is counted.

    g. If multiple Ballots are received from different holders
       purporting to hold the same claim or equity interest, the
       last Ballot received prior to the Voting Deadline will be
       the Ballot that is counted.

    h. If multiple Ballots are received from a holder of a claim
       or equity interest and someone purporting to be his, her,
       or its attorney or agent, the Ballot received from the
       holder of the claim or equity interest will be the Ballot
       that is counted, and the vote of the purported attorney or
       agent will not be counted, unless otherwise ordered by the
       Court.

    i. A Ballot that is completed, but on which the claimant or
       holder of equity interest did not indicate whether to
       accept or reject the Plan or that indicates both an
       acceptance and rejection of the Plan will not be counted,
       unless otherwise ordered by the Court.

    j. Any Ballot that partially accepts and partially rejects the
       Plan will not be counted, unless otherwise ordered by the
       Court.

    k. A holder of claims or equity interest will be deemed to
       have voted the full amount of its claim in each class and
       will not be entitled to split its vote within a class.

    l. If no votes to accept or reject the Plan are received with
       respect to a particular class, that class is deemed to have
       voted to accept the Plan.

    m. Ballots sent by facsimile, telecopy transmission or
       electronic mail, unless otherwise ordered by the Court,
       will not be accepted.

    n. For the purpose of voting on the Plan, the Solicitation and
       Tabulation Agent will be deemed to be in constructive
       receipt of any Ballot timely delivered to any address that
       the Solicitation and Tabulation Agent designates for the
       receipt of Ballots cast on the Plan.

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: Wants to Expand Scope of Deloitte's Engagement
-----------------------------------------------------------
In an interim order, the U.S. Bankruptcy Court for the Northern
District of Texas authorized Mirant Corporation and its debtor-
affiliates to expand the scope of Deloitte & Touche, LLP's
engagement set forth in the Seventh Application and Engagement
Letter between the parties effective as of February 25, 2005.  
Pursuant to the Engagement Letter, Deloitte will assist the
Debtors in determining whether certain special purpose entities
should be consolidated in the financial statements under FASB
Interpretation No. 46 as it relates to power purchase agreements
in place at Mirant Mid-Atlantic and Jamaica Public Service
Company.

However, Judge Lynn did not approve the indemnification
provisions of the Engagement Letter, provided that Deloitte is
afforded any and all protections afforded Protected Professionals
and Protected Persons within the August 6, 2003 Order restricting
pursuit of certain persons.

On the Effective Date of the Debtors' Plan of Reorganization,
Deloitte is entitled to enforce all of the provisions set forth
in the Engagement Letter, including but not limited to the
indemnification provisions, provided that the indemnification
provisions will not be applicable with respect to any acts or
omissions that occurred before the Plan Effective Date.

Absent any objection by June 19, 2005, the Interim Order will
become final without need for further action.

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: Wants Gunderboom-Related Claims Estimated at $0
------------------------------------------------------------
Mirant Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to estimate
the proofs of claim asserted by Gunderboom, Inc., and the
Gunderboom Shareholders:

   -- Francine Bailey,
   -- Campbell George & Strong, LLP,
   -- Alan Christopherson,
   -- Bruce Davison,
   -- Harold Dreyer,
   -- J.F. Gilman,
   -- William Gunderson, III,
   -- Mike Hartley,
   -- Interlink Management Corporation,
   -- Terry P. Irwin,
   -- Macworth Environmental Management,
   -- Jim Nelson,
   -- Dennis Nottingham,
   -- Todd Nottingham,
   -- David Pierce, and
   -- Topside Trust

The Debtors contend that the Claims should be estimated at $0.

Because the documents attached to the Estimation Motions are
confidential, the Debtors filed the Estimation Motions directly
with the Clerk of the Court.

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


NATIONAL CENTURY: Agrees to Toll Scott Entities' Claims
-------------------------------------------------------
In a Court-approved stipulation, National Century Financial
Enterprises, Inc., and its debtor-affiliates and the Unencumbered
Assets Trust on one hand and Steven M. Scott and Rebecca J. Scott,
representing 58 other entities, on the other hand, agree to toll
applicable statutes of limitations, with respect to their claims
against each other.

The Debtors, the Unencumbered Assets Trust and the Scott Entities
are currently engaged in settlement discussions to avoid the cost
and expense of unnecessary litigation and to preserve all of
their legal rights without allowing any applicable statute of
limitations or time-based defense.

Specifically, the parties agree that:

    (a) The running of any statute of limitations or time-based
        legal or equitable defenses, are tolled through May 31,
        2005.

    (b) In the event Florida Health Plan Holdings, L.L.C.,
        transfers to any Scott Entity, (i) its claims in that
        certain action against Health Insurance Plan of Greater
        New York et al. pending in the Circuit Court of the 17th
        Judicial Circuit in and for Broward County, Florida, and
        (ii) its rights in and to the proceeds of that litigation,
        the Scott Entity transferee agrees that:

         (1) the NCFE Entities' rights against and interests in
             and to the HIP Litigation and proceeds thereof will
             be of the same right and priority of payment as they
             are, as of April 14, 2005, against Holdings; and

         (2) all of the rights and remedies of the Trust and the
             Debtors with respect to the transfer are preserved
             in favor of the NCFE Entities.

    (c) Notwithstanding any other provisions of the Stipulation,
        either party, may commence any litigation against the
        other party during the Tolled Period.  Either party may
        assert limitation or time-based defenses as to any NCFE
        Claims or Scott Claims that would have become time-barred
        during the Tolled Period unless the Claims are brought on
        or before May 31, 2005.

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


NATIONAL ENERGY: Inks Pact to Settle Cinergy's $320,000 Claim
-------------------------------------------------------------
NEGT Energy Trading - Gas Corporation and Cinergy Marketing &
Trading, LP, are parties to a settlement agreement and mutual
release, under which, Cinergy will pay $320,000 to ET Gas in full
and final satisfaction of all claims arising out of the
transactions between parties from January to December 2002.  The
parties will release each other from any liabilities arising out
of the 2002 Transactions.

The Debtors believe that the Settlement Agreement is advantageous
in that it avoids risk associated with litigation.  Moreover, the
$320,000 Settlement Amount approximates the maximum recovery that
ET Gas could otherwise receive in litigation.

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


NATIONAL ENERGY: Court Reduces $5M NRG Power Claim to $205,579
--------------------------------------------------------------
In accordance with the Court-approved Trade Contract Settlement
Protocol, NEGT Energy Trading - Power, L.P. entered into a
settlement agreement and mutual release with NRG Power Marketing
Inc.  Under the Settlement Agreement, NRG Power's existing
$5,057,501 claim against ET Power -- Claim No. 211 -- will be
amended and allowed for $205,579.

The parties will also exchange mutual releases from any liability
arising out of:

   -- a Master Agreement dated February 16, 1999, between ET
      Power and NRG for the purchase and sale of electric energy
      And capacity.

   -- three open transactions under the International Swap
      Derivatives Association Master Agreement.

   -- a $9,000,000 corporate guaranty by Xcel Energy, Inc. in
      favor of ET Power.

Paul M. Nussbaum, Esq., at Whiteford, Taylor & Preston L.L.P., in
Baltimore, Maryland, says the Settlement Agreement is warranted
as it allows the Debtors to avoid the risks and costs of
litigation.

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


NEXMED INC: Selling 445 Million Shares via Private Placement
------------------------------------------------------------
NexMed, Inc. (Nasdaq: NEXM) entered into an agreement to sell an
aggregate of 445 shares of convertible preferred stock and
warrants to purchase 1,188,931 shares of common stock.  The
preferred shares will have a liquidation preference of $10,000 per
share and will be convertible into shares of the Company's common
stock at an initial conversion value of $1.36.  Under the terms of
the preferred shares, the Company will redeem at the liquidation
preference per share or convert preferred shares quarterly,
beginning on September 30, 2005 with up to $2 million in aggregate
liquidation preference being redeemed or converted and thereafter
up to $1 million per quarter.  Any quarterly conversions will be
at a 4.5% discount to the then current market price.  The Company
will also have the right to force conversion of the preferred
shares under certain circumstances.  The warrants will have a 4-
year term and an exercise price of $1.43 per share.  The Company
expects to receive gross proceeds of $4.45 million from this
financing and will use the proceeds for general corporate
purposes.

The securities to be sold in this private placement will not have
been registered under the Securities Act of 1933 and may not be
offered or sold in the United States in the absence of an
effective registration statement or an exemption from the
registration requirements.

                      About the Company

NexMed, Inc., is an emerging drug developer that is leveraging its
proprietary drug technology to develop a significant pipeline of
innovative pharmaceutical products to address large unmet medical
needs.  Its lead NexACT(R) product under development is the
Alprox-TD(R) cream treatment for erectile dysfunction.  The
Company is also working with various pharmaceutical companies to
explore the incorporation of NexACT(R) into their existing drugs
as a means of developing new patient-friendly transdermal products
and extending patent lifespans and brand equity.

                        *     *     *

                     Going Concern Doubt

In its Form 10-K for the year ended Dec. 31, 2004, filed with the
Securities and Exchange Commission, the Company's independent
registered public accounting firm has concluded that there is
substantial doubt about NexMed's ability to continue as a going
concern due to the Company's losses to date, expected losses in
the future, limited capital resources and accumulated deficit.

"These factors may make it more difficult for us to obtain
additional funding to meet our obligations," the Company said in
its regulatory filing.  "Our continuation is dependent upon our
ability to generate or obtain sufficient cash to meet our
obligations on a timely basis and ultimately to attain profitable
operations.  We anticipate that we will continue to incur
significant losses at least until successful commercialization of
one or more of our products, and we may never operate profitably
in the future."


NEWCASTLE CDO: Fitch Rates $13.5 Mil. Class V-FX Notes at BB
------------------------------------------------------------
Fitch has affirmed eight classes of notes issued by Newcastle CDO
IV, Ltd.  These rating actions are effective immediately:

        -- $353,250,000 class I notes at 'AAA';
        -- $13,000,000 class II-FL notes at 'AA';
        -- $7,250,000 class II-FX notes at 'AA';
        -- $7,500,000 class III-FL notes at 'A';
        -- $15,000,000 class III-FX notes at 'A';
        -- $9,000,000 class IV-FL notes at 'BBB';
        -- $9,000,000 class IV-FX notes at 'BBB';
        -- $13,500,000 class V-FX notes at 'BB'.

Newcastle IV is a cash flow collateralized debt obligation that
closed March 30, 2004.  The portfolio is composed of approximately
58.7% commercial mortgage-backed securities, 20.5% residential
mortgage-backed securities, 18.8% real estate investment trust
securities, and 2.0% asset-backed securities. Included in this
review, Fitch discussed the current state of the portfolio and the
portfolio management strategy with the asset manager.

As stated in the April 29, 2005, trustee report, Newcastle IV has
$438 million in collateral debt securities and an additional $11.8
million in principal proceeds that can be reinvested in additional
collateral.  There are currently no defaulted assets included in
the portfolio, and the weighted average rating of the assets has
remained stable at 'BBB/BBB-'.  Each of the four
overcollateralization and interest coverage tests are currently in
compliance with their respective performance test measures due to
the steady performance of the portfolio.

The rating of the class I notes addresses the likelihood that
investors will receive timely payments of interest, as per the
governing documents, as well as the aggregate outstanding amount
of principal by the stated maturity date.  The ratings of the
class II, III, IV and V notes address the likelihood that
investors will receive ultimate interest payments, as per the
governing documents, as well as the aggregate outstanding amount
of principal by the stated maturity date.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the class I, II, III, IV, and V notes
still reflect the current risk to noteholders.  Fitch will
continue to monitor and review this transaction for future rating
adjustments.

Additional deal information and historical data are available on
the Fitch Ratings web site at http://www.fitchratings.com/


NORTEL NETWORKS: Appoints Paul Karr as Controller
-------------------------------------------------
Nortel Networks Corporation (NYSE:NT) (TSX:NT) and its principal
operating subsidiary Nortel Networks Limited, provided a status
update pursuant to the alternative information guidelines of the
Ontario Securities Commission.  These guidelines contemplate that
the Company and NNL will normally provide bi-weekly updates on
their affairs until such time as they are current with their
filing obligations under Canadian securities laws.

Nortel announced the appointment of Paul Karr as controller,
effective May 4, 2005.  As controller, Karr is the chief architect
and driver of strengthening the financial controls for the
Company.  Karr leads a large, global finance team and is
responsible for directing and improving the organization and for
the preparation of all external financial reporting in accordance
with U.S. generally accepted accounting principles.

Karr is a seasoned finance executive and accounting expert who
until recently was Vice President and Financial Controller for
Bristol-Myers Squibb Company in New York.  He was specifically
recruited by Bristol-Myers Squibb to lead the financial function
during a difficult restatement process.

Prior to his tenure at Bristol-Myers Squibb, Karr held a number of
increasingly responsible positions at GE Capital Market Services
culminating in his role as Senior Vice President and Chief
Accounting Officer.  Karr also spent fifteen years at Deloitte &
Touche where he was promoted to National Consultation Partner.

A graduate of the University of Illinois, Urbana-Champaign, Karr
holds both a Bachelor of Science degree in Accounting, as well a
Master's Degree Accounting from the university.

Karr reports to executive vice-president and chief financial
officer Peter Currie.  Karen Sledge, who had been serving as
interim controller since February 2005, is vice-president, finance
and continues to report to the CFO.

Karr and Sledge have also been appointed controller and vice-
president, finance, respectively, of NNL.

The Company and NNL reported that there have been no material
developments in the matters reported in their status updates of
June 2, 2004 through May 2, 2005, with the exception of the
matters described above.

                        About the Company

Nortel Networks -- http://www.nortel.com/-- is a recognized  
leader in delivering communications capabilities that enhance the
human experience, ignite and power global commerce, and secure and
protect the world's most critical information.  Serving both
service provider and enterprise customers, Nortel delivers
innovative technology solutions encompassing end-to-end broadband,
Voice over IP, multimedia services and applications, and wireless
broadband designed to help people solve the world's greatest
challenges.
Nortel does business in more than 150 countries. Nortel does
business in more than 150 countries.    

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' credit rating
on Nortel Networks Lease Pass-Through Trust certificates series
2001-1 and removed it from CreditWatch with negative implications,
where it was placed Dec. 8, 2004.

The affirmation is based on a valuation analysis of properties
that provide security for the two notes that serve as collateral
for the pass through trust certificates.

The initial rating on the securities relied upon the ratings
assigned to both Nortel Networks Ltd. and ZC Specialty Insurance
Co.  The Dec. 8, 2004, CreditWatch placement followed the
Dec. 3, 2004 withdrawal of the rating assigned to ZC.

The properties are secured by five single-tenant, office/R&D
buildings in Research Triangle Park, North Carolina that are
leased to Nortel (B-/Watch Developing), which guarantees the
payment and performance of all obligations of the leases.  The
lease payments do not fully amortize the notes.  A surety bond
from ZC insures the balloon amount.

Due to the withdrawal of the rating on ZC, Standard & Poor's
current analysis incorporates the rating on Nortel and internal
valuations of the properties, including balloon risk. The
valuations factored in current market data.  The rating will not
necessarily be in alignment with Nortel's due to the balloon risk,
which is no longer mitigated by a rated entity.

A balloon payment of $74.7 million is due at maturity in
August 2016.  If this amount is not repaid, the indenture trustee
can obtain payment from the surety, provided certain conditions
are met.


OCCAM NETWORKS: March 31 Balance Sheet Upside-Down by $16 Million
-----------------------------------------------------------------
Occam Networks Inc. (OTCBB: OCCM) reported results for the first
quarter of 2005, which ended March 31, 2005.  The company reported
revenue for the quarter of $6.9 million, setting a new company
record for the third consecutive quarter.  The company also added
13 new customers during the quarter, continuing to add new
customers at double-digit rates for the third consecutive quarter.

"Occam's focus on delivering exceptional Ethernet- and IP-based
products to telcos has resulted in another solid quarter of growth
for the company," said Bob Howard-Anderson, president and CEO of
Occam Networks.  "This is the third consecutive quarter in which
we have experienced record revenues and high customer acquisition
rates.  The telcos' increasing preference for Ethernet and IP
technologies in the access network is driving our robust growth.
We expect our leadership, expertise and experience with these
technologies to continue to drive our success."

During the first quarter of 2005, Occam signed a strategic
alliance with Tellabs (Nasdaq: TLAB), which opened up market
opportunities with large North American Local Exchange Carriers
for Occam's IP-based loop carrier equipment.  As part of the
agreement, Tellabs also licensed Occam's Ethernet transport
technologies for integration into Tellabs(R) FiberDirect(SM)
portfolio.  Occam gained access to Tellabs' cabinet products,
enabling Occam to provide new and existing IOC customers with more
deployment options.  The company also completed the private
placement portion of its Series A-2 Preferred Stock Financing,
which resulted in cash proceeds of $10.6 million.

                     About the Company

Occam Networks Inc. -- http://www.occamnetworks.com/-- develops  
and markets innovative Broadband Loop Carrier networking equipment
that enables telephone companies to deliver voice, data and video
services.  Based on Ethernet and Internet Protocol (IP)
technologies, Occam's equipment allows telecommunications service
providers to profitably deliver traditional phone services, as
well as advanced Voice-over-IP, residential and business
broadband, and digital television services through a single, all-
packet access network.  Occam is headquartered in Santa Barbara,
California.  

At Mar. 31, 2005, Occam Networks Inc.'s balance sheet showed a
$16,104,000 stockholders' deficit, compared to a $13,893,000
deficit at Dec. 31, 2004.


OMNI ENERGY: Issues Series C 9% Convertible Preferred Stock
-----------------------------------------------------------
Omni Energy Services Corp. (Nasdaq: OMNI) entered into a
Securities Purchase Agreement, dated as of May 17, 2005, with
certain of the Company's current stockholders and executive
officers for the issuance of up to $5 million of Series C 9%
Convertible Preferred Stock, in connection with the previously
announced $65 million of new senior credit facilities.  The Series
C Investors are led by Dennis Sciotto, who currently owns
approximately 1,040,000 shares of the Company's common stock.  
Further, as a condition to entering into the Securities Purchase
Agreement, Dennis Sciotto required the 10% participation in the
Series C Preferred Stock by the Company's executive officers.

The Series C Preferred Stock has a liquidation value of $1,000 per
share plus accrued and unpaid dividends and is convertible at the
conversion price of $1.95 per share.  In connection with the
issuance of the Series C Preferred Stock, the Company also agreed
to issue warrants representing the right to purchase up to
6,550,000 shares of the Company's common stock with exercise
prices, subject to adjustments as provided therein, ranging from
$1.95 per share to $3.50 per share (premiums to bid prices at the
date of closing ranging from 20% to 120%).  The warrants may be
exercised at any time from one day after their issuance and until
the fifth anniversary of their issuance.

The transactions contemplated by the Securities Purchase Agreement
close in two tranches.  On May 17, 2005, the closing date of the
first tranche, the Company issued an aggregate of 3,500 shares of
Series C Preferred Stock and warrants to acquire 4,585,000 shares
of the Company's common stock, in exchange for $3,500,000.  
Subject to the terms and conditions set forth in the Securities
Purchase Agreement, the second tranche is scheduled to close on
August 15, 2005, at which time the remainder of the Series C
Preferred Stock and warrants will be issued.

The terms and conditions of the Series C 9% Convertible Preferred
Stock was determined by arms length negotiations between the
parties and a fairness opinion thereon was issued by an
independent third party.

                        About the Company

Headquartered in Carencro, LA, OMNI Energy Services Corp. offers a
broad range of integrated services to geophysical companies
engaged in the acquisition of on-shore seismic data and through
its aviation division, transportations services to oil and gas
companies operating in the shallow, offshore waters of the Gulf of
Mexico.  The company provides its services through several
business divisions: Seismic Drilling (including drilling, survey
and permitting services), Aviation Transportation (including
helicopter support) and Environmental Services.  OMNI's services
play a significant role with geophysical companies who have
operations in marsh, swamp, shallow water and the U.S. Gulf Coast
also called transition zones and contiguous dry land areas also
called highland zones.

                         *     *     *

As reported in the Troubled Company Reporter on May 13, 2005 Omni
Energy Services Corp.'s independent registered public accounting
firm, Pannell Kerr Forster of Texas, P.C., questions the company's
ability to continue as a going concern after auditing the
Company's financial statements for the fiscal year ended Dec. 31,
2004.  The auditors point to the Company's significant operating
losses reported in fiscal 2004, the current default with respect
to certain Company debt, and a lack of external financing to fund
working capital and debt requirements.

The Company is in the process of securing financing from
prospective investors, that if successful, will refinance the
current debt service obligations, and in conjunction with cash
flows from operations and sales of certain non-core assets, will
serve to mitigate the factors that have raised doubt about the
Company's ability to continue as a going concern.


OMNI ENERGY: Inks Settlement Pact with 6.5% Debenture Holders
-------------------------------------------------------------
Omni Energy Services Corp. (Nasdaq: OMNI) entered into settlement
agreements with all of the holders of its 6.5% Subordinated
Convertible Debentures.  The settlement terms include:

   -- the payment of approximately $4 million in cash to the
      Debenture Holders;

   -- the issuance of 2 million shares of common stock to the
      Debenture Holders; and

   -- the issuance to the Debenture Holders of approximately
      $4.3 million of 8% subordinated notes payable over 3 years.

The Company stated that in exchange for the full and complete
extinguishment of the Debentures and the cure of all outstanding
defaults, the Company would agree to dismiss the Debenture Holders
from certain litigation recently filed by the Company against the
Debenture Holders alleging, among other things, violations of
Section 16(b) of the Securities Exchange Act of 1934.

                        About the Company

Headquartered in Carencro, LA, OMNI Energy Services Corp. offers a
broad range of integrated services to geophysical companies
engaged in the acquisition of on-shore seismic data and through
its aviation division, transportations services to oil and gas
companies operating in the shallow, offshore waters of the Gulf of
Mexico.  The company provides its services through several
business divisions: Seismic Drilling (including drilling, survey
and permitting services), Aviation Transportation (including
helicopter support) and Environmental Services.  OMNI's services
play a significant role with geophysical companies who have
operations in marsh, swamp, shallow water and the U.S. Gulf Coast
also called transition zones and contiguous dry land areas also
called highland zones.

                         *     *     *

As reported in the Troubled Company Reporter on May 13, 2005, Omni
Energy Services Corp.'s independent registered public accounting
firm, Pannell Kerr Forster of Texas, P.C., questions the company's
ability to continue as a going concern after auditing the
Company's financial statements for the fiscal year ended Dec. 31,
2004.  The auditors point to the Company's significant operating
losses reported in fiscal 2004, the current default with respect
to certain Company debt, and a lack of external financing to fund
working capital and debt requirements.

The Company is in the process of securing financing from
prospective investors, that if successful, will refinance the
current debt service obligations, and in conjunction with cash
flows from operations and sales of certain non-core assets, will
serve to mitigate the factors that have raised doubt about the
Company's ability to continue as a going concern.


OMNI ENERGY: Modifies Terms of $3 Million Subordinated Debt
-----------------------------------------------------------
Omni Energy Services Corp. (Nasdaq: OMNI) entered into certain
Surrender of Note Agreements and Release and Satisfaction Interest
in Note Agreements with certain of its subordinated debt holders
that revises the payment terms of $2 million of the $3 million in
outstanding subordinated debt issued in connection with the
Company's June 2004 acquisition of Trussco, Inc.  In addition, the
Settlement Agreements cancel $1 million of the $3 million Earnout
Note also issued in connection with the Trussco acquisition.

Under the terms of the Settlement Agreements, OMNI will pay to the
holders of the subordinated debt, $1 million cash on or before
August 16, 2005 and will issue the subordinated debt holders
200,000 shares of the Company's common stock in full and complete
satisfaction of $2 million of the subordinated debt and
cancellation of $1 million of the Earnout Note.  The terms of the
balance of $1 million of the subordinated debentures and
$2 million of the Earnout Note will remain unchanged.

                    About the Company

Headquartered in Carencro, LA, OMNI Energy Services Corp. offers a
broad range of integrated services to geophysical companies
engaged in the acquisition of on-shore seismic data and through
its aviation division, transportations services to oil and gas
companies operating in the shallow, offshore waters of the Gulf of
Mexico.  The company provides its services through several
business divisions: Seismic Drilling (including drilling, survey
and permitting services), Aviation Transportation (including
helicopter support) and Environmental Services.  OMNI's services
play a significant role with geophysical companies who have
operations in marsh, swamp, shallow water and the U.S. Gulf Coast
also called transition zones and contiguous dry land areas also
called highland zones.

                         *     *     *

As reported in the Troubled Company Reporter on May 13, 2005, Omni
Energy Services Corp.'s independent registered public accounting
firm, Pannell Kerr Forster of Texas, P.C., questions the company's
ability to continue as a going concern after auditing the
Company's financial statements for the fiscal year ended Dec. 31,
2004.  The auditors point to the Company's significant operating
losses reported in fiscal 2004, the current default with respect
to certain Company debt, and a lack of external financing to fund
working capital and debt requirements.

The Company is in the process of securing financing from
prospective investors, that if successful, will refinance the
current debt service obligations, and in conjunction with cash
flows from operations and sales of certain non-core assets, will
serve to mitigate the factors that have raised doubt about the
Company's ability to continue as a going concern.


OSE USA: April 3 Balance Sheet Upside-Down by $47 Million
---------------------------------------------------------
OSE USA Inc. (OTCBB:OSEE), reported its results for the first
quarter and year ended April 3, 2005.

Revenues from the continuing operations were $645,000 and
$1,023,000 for the first quarter ended April 3, 2005 and March 28,
2004, respectively.  The Company reported a net loss from
operations applicable to common stockholders of $588,000, for the
first quarter of 2005, compared with a net loss of $308,000 for
the first quarter of 2004.


                     About the Company

Founded in 1992, OSE USA, Inc. has been the nation's leading
onshore advanced technology IC packaging foundry.  In May 1999
Orient Semiconductor Electronics Limited (OSE), one of Taiwan's
top IC assembly and packaging services companies, acquired a
controlling interest in IPAC, boosting its US expansion efforts.
After the closure of its US manufacturing operations, the Company
has focused on servicing its customers through its offshore
manufacturing affiliates.  OSE USA's customers include IC design
houses, OEMs, and manufacturers.

At Apr. 3, 2005, OSE USA, Inc.'s balance sheet showed a
$47,091,000 stockholders' deficit, compared to a $46,503,000
deficit at Dec. 31, 2004.


OWENS CORNING: Court Allows Citadel's Claim for $1.28 Million
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves
the stipulation among Owens Corning and its debtor-affiliates and
Citadel Credit Trading, Ltd., allowing Citadel Credit's $1,278,282
general unsecured claim.

As reported in the Troubled Company Reporter on Apr. 7, 2005,
Citadel Credit as assignee of claims originally held by The Dow
Chemical Co., Commercial Alloys Corporation, and Sarcom Desktop
Solutions, Inc., filed Claim No. 6647 against Owens Corning and
its debtor-affiliates for $1,278,282 based on the claims of the
prior owners.

To avoid cost and delay of litigation, the Debtors and Citadel
Credit agreed that Citadel Trading will be deemed to have two
allowed, general, unsecured non-priority claims -- one against
Owens Corning for $902,341, and one against Exterior Systems,
Inc. for $209,071.

Citadel Trading agreed to amend Claim No. 6647, which will
supercede any amounts scheduled by any of the Debtors with
respect to the claims of Dow Chemical, Commercial Alloys and
Sarcom Desktop after the Bankruptcy Court approves the
Stipulation.

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


OWENS CORNING: CSFB Appealing $7-Bil. Asbestos Claim Estimate
-------------------------------------------------------------
Credit Suisse First Boston, as agent for Owens Corning's
prepetition bank lenders, will take an appeal to the United
States Court of Appeals for the Third Circuit from:

   (a) Judge Fullam's Order dated:

       (1) March 31, 2005, estimating Owens Corning's present and
           future asbestos liability at $7 billion; and

       (2) April 13, 2005, denying CSFB's motion for
           reconsideration of the March 31 Order; and

   (b) all interlocutory orders.

Bondholders King Street Capital Management, L.L.C., D.E. Shaw
Laminar Portfolios, L.L.C., Harbert Distressed Investment Master
Fund, Ltd., Canyon Capital Advisors, L.L.C., and Lehman Brothers,
Inc., will also take an appeal from the Estimation Order to the
Third Circuit.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No. 108;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PREFERRED ALTERNATIVES: Case Summary & 14 Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Preferred Alternatives, Inc.
             P.O. Box 41242
             Fayetteville, North Carolona 28309

Bankruptcy Case No.: 05-03960

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
Preferred Alternatives of Tennessee, Inc.        05-03962

Type of Business: The Debtor is a mental and health services
                  provider.
                  See http://www.preferredalternatives.org/

Chapter 11 Petition Date: May 16, 2005

Court: Eastern District of North Carolina (Wilson)

Judge: A. Thomas Small

Debtors' Counsel: William P. Janvier, Esq.
                  Everett Gaskins Hancock & Stevens, LLP
                  P.O. Box 911
                  Raleigh, North Carolina 27602
                  Tel: (919) 755-0025
                  Fax: (919) 755-0009

                       Estimated Assets          Estimated Debts
                       ----------------          ---------------
Preferred                $1 Million                  $10 Million
Alternatives, Inc.

Preferred Alternatives   $1 Million                  $10 Million
of Tennessee, Inc.

A. Preferred Alternatives, Inc.'s 8 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Dell Account                  Computer                   Unknown
P.O. Box 5292
Carol Stream, IL 60197

Great American Leasing Corp.  Copiers                    Unknown
135 South Lasalle Street,
Dept 8742
Chicago, IL 60674

IRS                                                      Unknown
Attn: Special Procedures
320 Federal Place
Greensboro, NC 27402

N.C. Dept. of Revenue                                    Unknown

Premium Financing Specialists                            Unknown

RBC Centura                                              Unknown

U.S. Attorney                                            Unknown

Xerox Corp.                   Copiers                    Unknown

B. Preferred Alternatives of Tennessee, Inc.'s 6 Largest  
   Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
IRS                                                      Unknown
Attn: Special Procedures
320 Federal Place
Greensboro, NC 27402

Premium Financing             Insurace                   Unknown
Specialists
P.O. Box 17327
Baltimore, MD 21297

RBC Centura                   Banking                    Unknown
P.O. Box 1220
Rocky Mount, NC 27802

Receivable Management         Worker's comp. Audit       Unknown
Service

TN Dept of Revenue            Taxes                      Unknown

Xerox Corporation             Copiers                    Unknown


PRUDENTIAL SECURITIES: Fitch Rates $12.2MM Mortgage Certs. at BB+
-----------------------------------------------------------------
Prudential Securities Secured Financing Corp.'s commercial
mortgage pass-through certificates, series 1995-MCF2, are affirmed
by Fitch Ratings:

          -- $10.6 million class E at 'AAA'.
          -- $5.6 million class F at 'AAA'
          -- $12.2 million class G at 'BB+'.

The $7.3 million class H remains at 'D' due to a cumulative
principal loss of $3.8 million since issuance.  Classes J-1 and J-
2 have been reduced to $0 due to realized losses, and classes A-1,
A-2, A-EC, B, C, and D have paid in full.

The affirmations are due to increased credit enhancement
offsetting the increasing concentrations within the deal.  As of
the May 2005 distribution date, the deal has paid down 83.9%, to
$35.7 million from $222.3 million from issuance, with 17 loans
remaining from the original 85.  The remaining loans have maturity
dates from 2007 to 2012.

Retail properties collateralize 70.4% of the deal and the top five
loans comprise 44.6%.  In addition, there is one specially
serviced loan (3.3%) collateralized by a former Frank's Nursery
and Crafts store in Joliet, Illinois.  Bankruptcy proceedings
continue; however, given recent broker opinions of value, losses
are not expected at this time.  The loan remains current.  There
is one 30-day delinquent loan (8.8%) collateralized by a retail
center in Little Rock, Arkansas.


QUEEN'S SEAPORT: Court Extends Lease Decision Period to July 15
---------------------------------------------------------------
Queen's Seaport Development, Inc., sought and obtained an
extension from the U.S. Bankruptcy Court for the Central District
of California, Los Angeles Division, within which it can decide
whether to assume, assume and assign, or reject various leasehold
contracts through July 15, 2005.

The leases give the Debtor rights over the ship Queen Mary
including various submerged lands, improvements on adjacent lands
and water rights.

The City of Long Beach has claimed unpaid percentage rent of
approximately $3,452,098 plus an undetermined amount due and owing
in 2004 from the leases.  The City further asserts non-monetary
defaults on the lease because of the Debtors' failure to maintain
the Queen Mary in good condition.  Queen's Seaport has disputed
the validity of these two claims.

Headquartered in Long Beach, California, Queen's Seaport
Development, Inc., -- http://www.queenmary.com/-- operates the  
Queen Mary ocean liner, various attractions and a hotel.  The
Company filed for chapter 11 protection on March 15, 2005 (Bankr.
C.D. Calif. Case No. 05-15175).  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


ROCK-TENN: S&P Rates Proposed $700 Mil. Sr. Unsec. Facility at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Rock-Tenn Co. and lowered its senior unsecured
ratings to 'B+' from 'BB' on Rock-Tenn's 7.25% notes due Aug. 1,
2005, 8.2% notes due Aug. 15, 2011, and 5.625% notes due March 15,
2013.

All the ratings were removed from CreditWatch where they had been
placed with negative implications on April 28, 2005.  At that
time, Norcross, Georgia-based Rock-Tenn announced the $540 million
primarily debt-financed acquisition of unrated Gulf States Paper
Corp.'s pulp, paperboard, and packaging businesses.  The outlook
is negative.

"The ratings on the notes were lowered because they are in a
disadvantaged position compared to the company's proposed $700
million credit facility, because of operating subsidiary
guarantees on the proposed credit facility," said Standard &
Poor's credit analyst Dominick D'Ascoli.

At the same time, based on preliminary terms and conditions,
Standard & Poor's assigned its 'BB' bank loan rating to the
company's proposed $700 million senior unsecured credit facility,
consisting of a $250 million term loan and a $450 million
revolving credit facility.  Rock-Tenn is expected to use the
proceeds from the credit facility to fund the acquisition and
retire its $75 million revolving credit facility.

Rock-Tenn is a leading manufacturer of folding cartons and
paperboard.

"Given competitive industry conditions, the likelihood of
continued high fiber costs, and the difficulty of passing through
cost increases to customers, we believe the company will be
challenged to achieve its debt-reduction targets.  Should progress
toward lower debt levels falter, ratings would likely be lowered,"
Mr. D'Ascoli said.


SANMINA-SCI: Moody's Affirms Low-B Ratings on $2.4 Billion Debts
----------------------------------------------------------------
Moody's Investors Service revised the ratings outlook of
Sanmina-SCI Corporation to negative from stable, while at the same
time affirming the existing ratings.  

The outlook change reflects:

   * a more subdued outlook in the company's end markets;

   * expectations of a sub-par operating environment for the
     company over the medium term; and

   * margin compression resulting from the intense competition
     within the industry.

The overall ratings continue to be supported by:

   * the company's market position,
   * more than adequate liquidity position, and
   * an improving balance sheet through deleveraging.

These existing ratings have been affirmed:

   (1) Ba1 rating on Sanmina's $500 million guaranteed senior
       secured (first lien) revolving credit facility, due 2007;

   (2) Ba2 rating on Sanmina's $750 million 10.375% senior secured
       notes (second lien), due 2010;

   (3) B1 rating on Sanmina's $400 million senior subordinated
       notes, due 2013;

   (4) B1 rating on SCI Systems Inc.'s $521 million 3% convertible
       subordinated notes, due 2007 (guaranteed by Sanmina-SCI
       Corporation);

   (5) B1 rating on Sanmina's $221 million (accreted value) zero
       coupon convertible subordinated debentures, due 2020;

   (6) Ba2 senior implied rating; and

   (7) SGL-1 speculative grade liquidity rating.

Although Sanmina has posted modestly improved operating
performance during the last twelve months ended March 2005,
operating environment will likely continue to be lackluster.
Moody's believes that a combination of Sanmina's higher than
average exposure to the volatile PC market and industry-wide
overcapacity partly contributes to the weak operating outlook for
Sanmina.  The company recently announced $979 million goodwill
impairment and deferred tax asset valuation allowance.  

Sanmina has been endeavoring to diversify into non-traditional end
markets (industrial & semiconductor, aerospace & defense, medical
and automotive) which currently represent about 20% of Sanmina's
total revenue.  The company has generated moderate free cash flow
on a trailing twelve months basis.  The ratings also reflect the
company's highly leveraged capital structure (4.1x total debt and
4.4x rent adjusted total debt to adjusted TTM EBITDA as of March
2005), and sub-optimal capital return levels.

These ratings also incorporate the company's solid tier 1 market
position serving high margin end markets that include enterprise
computing & storage and communications infrastructure (43% of
total sales in the last twelve months ended March 2005).  The
company's vertical components manufacturing solution, when
operating efficiently and in a "bundled concept" with Sanmina's
emerging original design manufacturing and long established EMS
offerings, deliver tangible competitive differentiation in terms
of the value proposition to the various end market OEMs.  The
market appeal of these offerings has been affirmed through recent,
across the board program wins involving industry leading
companies.  Moody's will continue to monitor Sanmina's operating
performance from its key strategic initiatives (end market
diversification, increased ODM activity; lower cost base, vertical
integration, and more effectively utilized PCB operations).

The ratings may encounter near term upward pressure from the
company's ability to deliver stronger, sustainable cash flow from
operations and free cash flow, resulting from some combination of:

   (1) more favorable end market demand dynamics;

   (2) fuller realization of prior period restructuring    
       initiatives;

   (3) more efficient components operating results, lowering the  
       overall cost base and raising aggregate utilization levels;

   (4) continued ramp of highly profitable ODM offerings;

   (5) improved credit statistics would consist of total debt to
       EBITDA at or below 2.0x and EBITDA less Capital       
       Expenditures to Interest at or in excess of 4.0x.

Conversely, the ratings may encounter near term downward pressure
from some combination of:

   (1) reversal in margin improvements, resulting from continued
       softening in end markets' demand, as well as associated
       negative operating leverage realized from components
       results;

   (2) resulting increased pressures on working capital management
       practices and ability to return / sustain positive free
       cash flow generation;

   (3) significant decline of liquidity cushion;

   (4) deteriorated credit statistics that include total debt to
       EBITDA at or in excess of 4.5x and EBITDA less Capital
       Expenditures to Interest of less than 2.0x.

The company's SGL-1 speculative grade liquidity rating continues
to be supported by the company's approximate $1.2 billion
predominantly unrestricted cash & cash equivalents balances as of
the March quarter and supplemental liquidity sources in the form
of a $500 million revolver as well as its ability to monetize up
to $200 million per quarter in foreign accounts receivable.  The
ratings also take into account its requirement to meet the
approximate $225 million 0% convertible put scheduled for
September 2005.

Headquartered in San Jose, California, Sanmina-SCI Corporation is
a leading electronics contract manufacturing services company
providing a full spectrum of integrated, value added solutions.
For the last twelve months ended March 2005, the company generated
approximately $12.5 billion in net sales and $460 million in
Adjusted EBITDA (excludes non-recurring and unusual charges).

Sanmina's current senior implied ratings is Ba2.


SASCO NET: Moody's Downgrades Class A Notes to Ba2 From Baa1
------------------------------------------------------------
Moody's Investors Service has downgraded the SASCO Net Interest
Margin Trust 2003-12XS Class A notes.  Net Interest Margin
transactions such as this one represent:

   * the securitization of excess spread;
   
   * prepayment penalties; and
   
   * cap payments generated by the underlying residential mortgage
     backed securities.

These residual cashflows are sensitive to a number of factors
including:

   * prepayment speeds;
   
   * cumulative losses incurred on the underlying deal's
     collateral;

   * impact of a step-down date; and

   * breach of triggers.

Moody's has downgraded the NIM securitization based upon
performance of the underlying deals that has negatively impacted
future residual payments to the NIM holders.  Because of greater
than expected delinquencies the excess cashflow paid to the NIM by
the underlying deal, Structured Asset Securities Corp. 2003-12XS,
has been consistently lower than originally anticipated and could
continue to diminish going forward.

Complete rating actions is:

   Issuer: SASCO Net Interest Margin Trust 2003-12XS

   Downgrade:

      * Class A, Previously: Baa1, Downgraded to Ba2


SOLUTIA INC: Has Until August 15 to Make Lease-Related Decisions
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the deadline for Solutia, Inc., and its debtor-affiliates
to assume, assume and assign or reject unexpired leases and
executory contracts to August 15, 2005.

The Debtors are parties to 33 unexpired non-residential real
property leases.  

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that at this juncture in the Debtors' complex
reorganization cases, deemed rejection of the Unexpired Leases
would harm the Debtors' estates by causing them to lose Unexpired
Leases that may be essential to their business operations and
reorganization.  On the other hand, Mr. Cieri says, assuming all
of the Unexpired Leases outside of a Chapter 11 plan could force
the Debtors to assume certain Unexpired Leases that ultimately
may not be beneficial to the Debtors' estates and, in that
regard, require the Debtors to cure significant prepetition
defaults, thereby elevating prepetition claims of landlords to
administrative expense status.

The Unexpired Leases pertain to wide-ranging segments of the
Debtors' business operations.  According to Mr. Cieri, the
Debtors need more time to evaluate the Unexpired Leases to
carefully review their benefits and burdens.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Conor D. Reilly, Esq., and Richard M. Cieri, Esq., at Gibson, Dunn
& Crutcher, LLP.   (Solutia Bankruptcy News, Issue Nos. 37& 38;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOLUTIA INC: JP Morgan Wants Adversary Complaint Filed Under Seal
-----------------------------------------------------------------
JP Morgan Chase Bank, National Association, as Indenture Trustee,
asks U.S. Bankruptcy Court for the Southern District of New York
to allow it to file under seal its adversary complaint against
Solutia, Inc., pursuant to the terms of a confidentiality
stipulation.  In the alternative, JP Morgan seeks the Court's
permission to file its adversary complaint against the Debtor
without a seal.

Eric A. Schaffer, Esq., at Reed Smith, LLP, in New York, reminds
the Court that it expressly preserved JP Morgan's right to pursue
claims arising out of the Debtor's attempt to strip JP Morgan's
security interests in the Debtor's assets.

A year ago, the Court permitted JP Morgan to examine Solutia,
Inc., and request production of documents pursuant to Rule 2004
of the Federal Rules of Bankruptcy Procedure.

As a condition to producing documents and witnesses in response
to JP Morgan's 2004 discovery requests, Mr. Schaffer relates, the
Debtor required JP Morgan to execute a confidentiality
stipulation.  The Debtor's financial advisor, Rothschild, Inc.,
also insisted on a confidentiality stipulation prior to producing
documents and witnesses in response to JP Morgan's discovery
requests, Mr. Schaffer says.

Based on its Rule 2004 examination, JP Morgan has determined that
certain causes of action exist against Solutia, Inc.

According to Mr. Schaffer, JP Morgan has prepared a complaint
against the Debtor based, in part, on documents that the Debtor
has marked as "Confidential".  Pursuant to the terms of the
confidentiality stipulation, JP Morgan is constrained from using
"Confidential Discovery Material" for litigation purposes without
prior written consent from Solutia or obtaining a Court order.

Mr. Schaffer tells the Court that JP Morgan asked for Solutia's
permission to file its adversary complaint without a seal, but
Solutia refused.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Conor D. Reilly, Esq., and Richard M. Cieri, Esq., at Gibson, Dunn
& Crutcher, LLP.   (Solutia Bankruptcy News, Issue No. 38;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SONITROL CORP: S&P Rates Proposed $135 Mil. Sr. Sec. Facility at B
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Berwyn, Penn.-based Sonitrol Corporation.  At the
same time, Standard & Poor's assigned its 'B' rating, with a
recovery rating of '3', to Sonitrol's proposed $135 million senior
secured bank facility, which will consist of a $40 million undrawn
revolving credit facility and a $95 million term loan, both due in
2010.  The bank loan rating, which is the same as the corporate
credit rating, along with the recovery rating, reflect S&P's
expectation of meaningful (50% to 80%) recovery of principal by
creditors in the event of a default or bankruptcy.  The proceeds
from this facility will be used to refinance existing debt and
fund a sponsor dividend.  The outlook is stable.

"The ratings reflect Sonitrol's modest presence in the highly
competitive U.S. security alarm industry, leveraged financial
profile and reliance on debt to fund its growth strategy and
shareholder returns.  These partly are offset by a largely
recurring revenue base and favorable industry growth trends," said
Standard & Poor's credit analyst Ben Bubeck.

With annual revenues of approximately $80 million, Sonitrol is a
second-tier provider of alarm monitoring equipment and services,
providing sales, installation, and maintenance of security alarm
systems to approximately 39,000 commercial customers
(approximately 125,000 including all franchisees).  There are 137
Sonitrol franchise territories and 50 corporate-owned territories
serving 93 of the top 100 U.S. markets.  The company's growth
strategy revolves around developing the existing business base, in
addition to acquiring additional franchisees.  Pro forma for the
proposed bank facility, Sonitrol had approximately $100 million in
operating lease-adjusted debt as of March 2005.


SOUTHERN STAR: Likely IPO Prompts S&P to Watch Ratings
------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit ratings on Southern Star Central Corp. and wholly owned
subsidiary Southern Star Central Gas Pipeline Inc. on CreditWatch
with developing implications.

As of Dec. 31, 2004, the Owensboro, Kentucky-based company had
about $413 million of long-term debt outstanding.

"The CreditWatch listing follows Southern Star's announcement that
the firm is exploring strategic alternatives including a master
limited partnership, IPO, sale, or other unspecified alternatives
for Pipeline," said Standard & Poor's credit analyst Plana Lee.

Standard & Poor's expects to resolve the CreditWatch listing after
a review of the company's decision on its course of action,
including potential changes in governance, strategic direction,
financial profile, or other credit metrics, and their ultimate
impact on credit quality.


SPIEGEL INC: Taps Houlihan Lokey as Trademark Valuation Servicer
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Spiegel, Inc., and its debtor-affiliates permission to employ
Houlihan Lokey Howard & Zukin Financial Advisors, Inc., as
their trademark and trade name valuation servicer.

Houlihan Lokey is a specialty investment banking firm providing
valuation, financial restructuring, and investment banking
services and has operated throughout the United States since
1970.  Marc B. Hankin, Esq., at Shearman & Sterling LLP, in New
York, tells the Court that Houlihan Lokey has one of the most
active financial restructuring groups in the nation and has
provided financial advisory services to debtors, bondholders,
committees, and other entities in numerous Chapter 11 cases.

The Debtors contend that the valuation analysis to be performed
by Houlihan Lokey is an essential step in obtaining their Senior
Debt Facility contemplated by the Plan.

The Debtors intend to pay Houlihan Lokey a $65,000 fixed fee for
the preparation of the Report.  The Debtors propose to pay
$30,000 on approval of the employment and the balance on the
submission of periodic billings from the firm.

The Debtors also obtained the Court's authority to reimburse
Houlihan Lokey for all necessary out-of-pocket expenses incurred
in preparation of the Report and the reasonable fees and expenses
of legal counsel retained by the firm.  The Debtors expect those
expenses to be reasonably modest.  For any legal fees and
expenses in excess of $10,000, Houlihan Lokey will obtain and
provide the Court with time records of its legal counsel in
support of those fees and expenses.

Gary Finger, Houlihan Lokey's director, attests that the firm
does not hold or represent any interest adverse to the Debtors'
estates and is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general   
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  (Spiegel Bankruptcy News, Issue No. 44;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPIEGEL INC: Bankgeselleschaft Seeks Clarification of Amended Plan
------------------------------------------------------------------
Spiegel, Inc., and its debtor-affiliates filed an amendment to
their Joint Plan of Reorganization and Disclosure Statement to
provide clarification and additional information on March 28,
2005.  The Debtors also amended the Plan to reflect changes made
since the Plan and the Disclosure Statement were filed with the
Court on February 18, 2005.  The Debtors included in the Plan a
detailed process for providing notice of their intention to
assume executory contracts and unexpired leases and determine and
resolve related cure payments.

Bankgeselleschaft Berlin AG asserted claims in excess of
$75 million against Spiegel, Inc., and its debtor-affiliates on
account of amounts due and owing to it under:

   -- bilateral loan agreements and a swap transaction entered
      into with the Debtors before the Petition Date; and

   -- certain syndicated loan facilities.

Bankgeselleschaft has entered into agreements pertaining to the
sale of all its claims against the Debtors.

Under the Debtors' Plan, Class 4 holders of general unsecured
claims will receive Eddie Bauer Holdings Common Stock, cash, and
other consideration in respect of their claims against the
Debtors.  Section 7.12(b) of the Debtors' Plan imposes certain
restrictions on any entity owning "on the Effective Date, 4.75%
or more of the Eddie Bauer Holdings Equity."

Ken Coleman, Esq., at Allen & Overy LLP, in New York, informs the
Court that the Debtors' Plan appears to be silent on the amount
of claims that will equate to 4.75% of Eddie Bauer Holdings
Equity.  However, the ballot distributed by the Debtors'
balloting agent asks creditors to indicate whether they hold more
than $60,944,000 in Class 4 claims.  Evidently, Mr. Coleman says,
owning that amount of claims will trigger the proposed
restrictions.

Against this backdrop, Bankgeselleschaft wants the Court to
clarify that it will not be considered a restricted entity and
should not be considered one.  As of the Plan's Effective Date,
Mr. Coleman maintains that Bankgeselleschaft will not own 4.75% or
more of the Eddie Bauer Holdings Equity.

Bankgeselleschaft also seeks clarification that ownership of
claims against the Debtors -- with respect to which transfer
notices pursuant to Rule 3001(e) of the Federal Rule of
Bankruptcy Procedure have been filed with the Court on or prior
to the distribution record date -- will not be attributed to it
for the purpose of determining the amount of Eddie Bauer Holdings
Common Stock that it will receive pursuant to the Debtors'
Amended Plan.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general   
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  (Spiegel Bankruptcy News, Issue No. 44;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPIEGEL INC: Asks Court to Establish Disputed Claims Reserve
------------------------------------------------------------
With more than 4,200 claims being filed as of May 13, 2005,
Spiegel, Inc., and its debtor-affiliates tell Judge Lifland of the
United States Bankruptcy Court for the Southern District of New
York that they have spent considerable time and effort reviewing
and reconciling the claims and the asserted liabilities as
reflected in their books and records.  The Debtors want to make
the largest initial distribution possible to general unsecured
creditors on the Effective Date of their First Amended Joint Plan
of Reorganization.

To date, the Debtors have filed 36 omnibus claim objections and
several individual claim objections seeking to modify or expunge
more than 2,500 proofs of claim.  Andrew V. Tenzer, Esq., at
Shearman & Sterling LLP, in New York, tells the Court that the
Debtors and their professionals have succeeded in resolving
dozens of disputed claims.

Mr. Tenzer relates that, based on their claims analysis to date,
the Debtors have determined that certain of the outstanding
claims that have been asserted against them constitute legitimate
obligations in the amounts stated on the proofs of claim or as
agreed on by the parties.  The Debtors believe that those claims
should be allowed, while others, with respect to which they
believe that a valid basis for objection exists, should not be
allowed at this time.

With respect to the objectionable group of claims, the Debtors
want those claims estimated for purposes of limiting their
maximum liability and to establish the appropriate reserve
amounts for making distributions on account of the claims if and
when they become allowed.  The Debtors seek to set the reserve
amount at zero, to the extent that those claims will be allowed
as of the Effective Date, or at the settled amount of each claim.

Mr. Tenzer states that as the Plan's Effective Date is expected
to occur shortly, those claims need to be addressed to set an
appropriate cap for purposes of determining the amount of the
Disputed Claims Reserve and to permit a prompt distribution to
holders of Class 4 Claims, who are entitled to a pro rata share
of the Eddie Bauer Holdings Common Stock and Cash available for
distribution pursuant to the Debtors' Plan.

The Debtors' Amended Plan classifies General Unsecured Claims in
Class 4 and Convenience Claims in Class 5.  Under the Debtors'
Amended Plan, if any claim is a disputed claim or an unresolved
claim, no distribution will be made on account of that claim
unless and until that claim becomes allowed.  Under the Plan, on
the date of the Initial Distribution, Eddie Bauer Holdings, Inc.,
will transfer to the Creditor Trust a reserve for the holders of
all Disputed or Unresolved Claims other than Administrative
Claims.

The Disputed Claims Reserve will consist of:

   (i) the property that otherwise would be distributable to the
       holder of each Disputed or Unresolved Claim in accordance
       with the Plan if that Claim were an Allowed Claim, in the
       face amount asserted;

  (ii) other amount as ordered by the Court; or

(iii) other property as the holder and the Debtors or the
       Creditor Trust agree.

The Debtors' Amended Plan further provides that, to the extent a
Disputed Claim or Unresolved Claim other than an Administrative
Claim becomes allowed, the Creditor Trust will make a
Distribution to the holder of that claim from the Disputed Claims
Reserve.

Thus, the Debtors ask the Court to establish the amount of the
Disputed Claims to determine the property amount that will be
held in the Disputed Claims Reserve.  To the extent a prepetition
claim is a Disputed Claim or an Unresolved Claim, the property to
be held by the Disputed Claims Reserve on the date of the Initial
Distribution will equal that property which would otherwise be
distributable in respect of that Claim if that were allowed in
its full face amount.

Mr. Tenzer explains that the establishment of a Disputed Claims
Reserve is part of a plan confirmation process and should not be
interpreted by creditors as the Debtors' admission of liability
or acknowledgement of the validity of a claim.  The amounts
established for the Disputed Claims Reserve are extremely
conservative and represent the absolute maximum claim exposure
estimated by the Debtors.

The Debtors believe that numerous claims, grouped in seven
categories, will be allowed at a fraction of their face value, if
at all:

   A. 60 Disputed Claims

      The Debtors maintain that 60 Disputed Claims, totaling
      $3,868,621, ultimately will be disallowed in full or will
      be allowed in a fraction of the amount stated on the proofs
      of claim.  The Debtors believe that the 60 Disputed Claims
      may not be valid and enforceable obligations of the estate,
      or the claims may be their obligations, but in amounts
      lower than those asserted on the proofs of claim.

      The Debtors submit that (i) no reserve should be
      established for the 60 Disputed Claims or (ii) an amount
      lower than the face amounts of the claims should be
      reserved.

   B. Insurance Claims

      The Debtors propose to reserve these amounts for seven
      Insurance Claims, aggregating $5,471,353:

                                        Claim         Reserve
      Claimant         Claim No.        Amount         Amount
      --------         ---------        ------        -------
      Ackerman, Jerry    2523         $350,000        $50,000
      Caiaffa, Robert    2378        5,000,000              -
      Lanni, Michael     2535     undetermined              -
      Le, Victoria       3527           24,000              -
      Le, Michael        2273           44,498              -
      Le, Julia          3528           23,500              -
      Le, Jennifer       2274           29,356              -

      The Debtors explain that the Insurance Claims are disputed
      claims covered by their insurance policies and are subject
      to relevant deductibles or self-insured retentions under
      those policies.  The reserved amounts represent the
      deductible or self-insured retention applicable to each
      claim.

   C. Lease Claims

      The Debtors reviewed their books and records to determine
      the maximum amount of rejection damages to which the
      counter-parties to the rejected leases and contracts may
      be entitled.  To determine the total amount of the Disputed
      Claims Reserve, the Debtors ask Judge Lifland that the
      rejection damages claims of five potential claimants
      should be reserved in, and limited to, these amounts:

      Claimant                            Reserve Amount
      --------                            --------------
      Carousel Management Co., Inc.             $221,012
      Great Eastern Mall, L.P.                   185,402
      Bradley Fair                                76,888
      Village of Rochester Hills                 381,313
      Macerich DBA Lacumbre Plaza Dept.          867,363

   D. Zero Reserve Resolved Claims

      The Debtors disclose that 24 disputed claims represent
      claims that have either been:

      -- substantiated by, among other things, the Debtors' books
         and records and by the evidence presented by the
         creditors in support of their claim; or

      -- agreed to pursuant to a settlement or compromise between
         the Debtors and claimants.

      The Debtors anticipate that the Zero Reserve Resolve
      Claims, amounting to $62,719,284, and which have been
      settled for $2,548,596, will be allowed as of the Effective
      Date pursuant to Court orders.  Accordingly, the Debtors
      insist that no reserve should be established for the Zero
      Reserve Resolved Claims.  However, in the event that, as of
      the Effective Date, no order has been entered by the Court
      allowing any Zero Reserve Resolved Claim, the Zero Reserve
      Resolved Claim would be included in its corresponding
      settled amount.

   E. Post-Effective Date Resolved Claims

      The Debtors believe that 18 claims, aggregating $7,114,283,
      are valid obligations of the estate.  The disputed claims
      represent claims that have either been substantiated by,
      among other things, the Debtors' own books and records and
      by the evidence presented by the creditors in support of
      their claim, or that have been agreed to pursuant to a
      settlement or compromise between the Debtors and the
      claimants but that will not become allowed claims prior to
      the Effective Date.  For purposes of calculating the impact
      on the Disputed Claims Reserve, the Debtors will reserve
      $3,659,912 for the Resolved Claims.

   F. Bond Claims

      The Debtors inform the Court that 50 disputed claims,
      aggregating $36,164,292, have been filed against them by
      the issuers of various surety bonds as either contingent
      and unliquidated claims, or liquidated claims for amounts
      drawn on the bonds before the Petition Date.

      By the evidence presented by the Bond Claimants in support
      of their claims, the Debtors agree with certain of the
      liquidated amounts asserted in the Bond Claims.  In
      addition, the Debtors have reached agreement with the Bond
      Claimants with respect to the treatment of the contingent
      Bond Claims.  The Debtors agree that certain of the surety
      bonds will be assumed by Eddie Bauer Holdings under the
      Plan, and the contingent Bond Claims will be withdrawn.
      The Debtors believe that their maximum liability with
      respect to the Bond Claims should be limited to $76,825.

   G. Disputed Claims -- Zero Reserves

      The Debtors believe that they will have no liability to
      around 300 disputed claims because those claims are the
      subject of omnibus objections that will likely result in
      expungement based on proposed treatment under the Plan.

      The Zero Liability Disputed Claims, totaling $14,168,544,
      include:

      * claims filed by current and former employees of the
        Debtors and the Pension Benefits Guaranty Corporation
        with respect to the Debtors' various benefits programs,
        which are to be assumed by Eddie Bauer Holdings pursuant
        to the Plan; and

      * claims of certain of the Debtors' current and former
        directors and officers seeking indemnification by the
        Debtors, which claims are to be assumed by Eddie Bauer
        Holdings pursuant to the Plan.

      The Debtors contend that the establishment of a reserve for
      the Zero Liability Disputed Claims is unnecessary and would
      unduly decrease the initial distributions to holders of
      Allowed Class 4 Claims.

Although no guarantee can be given that the disputed claims
ultimately will be allowed in amounts lower than those amounts
reserved for those claims, the Debtors assure the Court that the
Disputed Claims Reserve is more than sufficient, in the
aggregate, to ensure that holders of claims that will not be
allowed as of the Effective Date but whose claims may
subsequently become allowed will receive their pro-rata share of
the cash and shares of Eddie Bauer Holdings Common Stock to be
distributed to the Class 4 Claimholders.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general   
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  (Spiegel Bankruptcy News, Issue No. 45;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


STATEN ISLAND: Fitch Downgrades $49 Million Bonds to B from BB-
---------------------------------------------------------------
Fitch Ratings has downgraded the rating on $49 million of Staten
Island University Hospital's bonds to 'B' from 'BB-'.  The bonds
have been removed from Rating Watch Negative, and the Rating
Outlook is Negative.

The rating downgrade is due to the finalization of a settlement
between Staten Island University Hospital and the New York State
Attorney General's office regarding Medicaid overpayments of
various clinic operations.  The final settlement amount totals
$76.5 million, and the repayment terms include an upfront payment
of $20 million and the remainder being paid over 13 years.

Of the $20 million upfront payment, $8 million has already been
recouped by the state through Medicaid reimbursement withhold.
Management does not expect the settlement terms to cause any
violations of the bond covenants.  Days cash on hand at March 31,
2005, was 32.7 days excluding the $12 million upfront payment.
Management indicated that the state will continue to withhold
Medicaid reimbursement for the remainder of 2005 to cover the $12
million upfront payment.  Fitch notes that SIUH's days cash on
hand at March 31, 2005, would be 24.6 days if the $12 million were
paid immediately.  Any shortfalls in this payment at the end of
the year would result in a lump sum payment, which would
negatively affect SIUH's already weak liquidity measures.

SIUH's annual obligations include approximately $23 million in
debt service payments, $2 million (one year over 20 years) related
to a previous settlement with the AG, and approximately $5 million
(one year over 13 years) related to the most recent settlement
with the AG.  Including the settlements, debt service coverage by
EBITDA was 1.4 times for fiscal 2004. Fitch will continue to
monitor SIUH's operational performance, which should improve due
to implemented initiatives including employee reductions,
consolidation of services, and revenue cycle improvements.

The Rating Outlook is Negative due to the ongoing investigation by
the Office of the Inspector General relating to graduate medical
education reimbursement and other federal issues.  The OIG
investigation may last several years, and the potential size of
the settlement is unknown.

Credit positives remain SIUH's strong market share and affiliation
with North Shore Long Island Jewish Health System. SIUH maintains
a leading market share of approximately 59%, which has increased
from three years ago.  Fitch values SIUH's affiliation with NSLIJ
(rated 'A-' by Fitch) highly and believes the affiliation is
beneficial for both parties.  NSLIJ lends significant resources in
terms of managed care contracting, joint planning, group
purchasing, and insurance.  In light of current regulatory issues,
Fitch views the affiliation as an important credit strength as
NSLIJ's management team has been more involved in assisting the
organization.  There has been no monetary support from NSLIJ to
SIUH.

Fitch will continue to monitor the outcome of the OIG
investigation and determine the impact of the settlement on SIUH's
rating.

SIUH is a 686-staffed bed hospital with three campuses located in
Staten Island, NY. SIUH had total operating revenue of $585
million in fiscal 2004.  SIUH covenants to provide quarterly
disclosure to Fitch and bondholders.  Disclosure to Fitch includes
quarterly statements including a balance sheet, income statement
and utilization statistics, and annual audited financials.

These outstanding debts are rated by Fitch:

       -- $17,200,000 New York City Industrial Development Agency
          civic facility revenue bonds, (Staten Island University
          Hospital Project), series 2002C;

       -- $12,160,000 New York City Industrial Development Agency
          civic facility revenue bonds, (Staten Island University
          Hospital Project), series 2001A;

       -- $20,000,000 New York City Industrial Development Agency
          civic facility revenue bonds, (Staten Island University
          Hospital Project), series 2001B.


STRUCTURED MORTGAGE: Moody's Downgrades Class C Cert. to Caa3
-------------------------------------------------------------
Moody's Investors Service has downgraded one class of certificates
issued by Structured Mortgage Trust, 1997-1 while confirming the
rating of another class.  The transaction is a resecuritization
backed by other residential mortgage backed securities.

Moody's has downgraded the Class C certificates because of the
weak performance of the underlying securities and the
deterioration of all credit enhancement originally available to
this class.  Despite historical and cumulative losses exceeding
original expectations, Moody's has determined that the Class B
certificates continue to embody a Ba2 credit rating based upon
currently available credit enhancement relative to expected future
losses.

Complete rating actions are:

Issuer: Structured Mortgage Trust, 1997-1

   Downgrade:

     * Class C, Previously: B2, Downgraded to Caa3,

   Confirm:

     * Class B, Current rating Ba2,


SUN COAST: Net Losses Prompt S&P to Lower Ratings to BB-
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB-'
from 'BB' on debt issued by Largo, Florida for Sun Coast Hospital.
The outlook is negative.

"The downgrade and negative outlook reflect Sun Coast's restated
2003 income statement, which was substantially weaker than the
original 2003 audited income statement," said Standard & Poor's
credit analyst Cynthia Keller Macdonald.

In addition, the rating and outlook reflect a loss in 2004 that
was far more than the estimates provided during the last rating
review.

In 2004, Sun Coast posted a $2.5 million loss from operations (a
negative 3.71% operating margin) and restated 2003's operating
results from $496,000 to negative $661,000 due to a change in the
elimination entries for Sun Coast's captive insurance company.

Sun Coast's financial position is firmly noninvestment grade and
more representative of a 'B' rating category credit, given its
significant losses, light liquidity, and competitive marketplace.
However, a lower rating is precluded by the support of the 'BBB'
rated University Community Hospital.  University Community
Hospital has historically provided cash to support operations and
is contractually required to transfer sufficient funds to generate
1.25x coverage on Sun Coast's $23.4 million outstanding series
1993 revenue bonds.  This support is capped at a total of $10
million, of which $2 million has already been transferred from
University Community Hospital.

Sun Coast is a 300-bed osteopathic hospital located in Largo and
is affiliated with University Community Hospital and Helen Ellis
Memorial Hospital.  It entered into a long-term affiliation
agreement with University Community Hospital in 2001.  However,
Sun Coast's financial results are not consolidated with those of
University Community Hospital and Sun Coast remains solely
obligated on its debt.  The agreement may be terminated under the
documents, but termination is not anticipated.  Therefore,
Standard & Poor's factors in the commitment of University
Community Hospital to Sun Coast, but the rating on Sun Coast's
debt largely remains based on its own financial and operating
performance.

Liquidity may possibly drop further as Sun Coast has additional
capital needs that will strain liquidity.  Management proposes to
expand the emergency department at a total cost of $3.3 million,
which is expected to be financed from internal cash flow and a
capital campaign.  In addition, an aggressive physician
recruitment effort is underway.


SYRATECH CORPORATION: Moody's Withdraws Three Junk Ratings
----------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Syratech
Corporation because the company is in bankruptcy proceedings.  
As of December 2004, the company had $118 million of rated debt on
its balance sheet.

These ratings are withdrawn:

   * Senior Implied rating of Caa3;
   * Senior unsecured issuer rating of Ca;
   * Senior notes rating of Ca.

Syratech, located in East Boston, Massachusetts, designs,
manufactures, imports and markets a diverse portfolio of:

   * tabletop,
   * giftware, and
   * products for home entertaining and decoration.  

The company had revenues of $124 million for the nine months ended
September 2004.


T 2 GREEN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: T 2 Green, LLC
        dba Kings Grant Golf Course
        222 Fairington Drive
        Summerville, South Carolina 29485

Bankruptcy Case No.: 05-05781

Type of Business: The Debtor operates a golf course.

Chapter 11 Petition Date: May 17, 2005

Court: District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: Julio E. Mendoza, Jr., Esq.
                  Nexsen Pruet Adams Kleemeier, LLC
                  1441 Main Street, Suite 1500
                  Columbia, South Carolina 29201

Total Assets: $162,107

Total Debts:  $3,636,470

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
KBK, LLC                      Trade Debt                 $90,000
3690 Bohicket Road
Johns Island, SC 29455

Dorchester County Treasurer                              $28,453
P.O. Box 338
Saint George, SC 29477

Connor Engineering            Trade Debt                 $10,000
2587 Ashley River Road
Charleston, SC 29414

Design Works                  Trade Creditor              $3,001
50 George Street
Charleston, SC 29401

Dorchester County Tax                                     $2,793
Collector
201 Johnston Street
Saint George, SC 29477

Premium Assignment            Trade Debt                  $2,490
Corporation
P.O. box 3066
Tallahassee, FL 323153100

WPC Engineering               Trade Debt                  $2,300
Environmental
1017 Chuck Dawley Blvd.
Mount Pleasant, SC 29464

Farm Bureau Bank              Trade Debt                  $2,256
Credit Card Center
P.O. Box 408
Memphis, TN 38101

SCE&G                         Utilities                   $2,041
Columbia, SC 29218

SRS Engineering               Trade Debt                  $1,800
1226 Bull Street, Suite 301
Columbia, SC 29201

Carolina EasternRavenel, LLC  Trade Debt                  $1,301
P.O. Box 130
Ravenel, SC 29470

Katherine Cloninger           Consulting Services           $900
144 Plymouth Avenue
Charleston, SC 29412

Farm Plan                                                   $697
P.O. Box 650215
Dallas, TX 752650215

Spirit Telecom                Utilities                     $377
P.O. Box 11787
Columbia, SC 292111787

IKON Office Solutions         Trade Debt                    $349
3870 Leeds Avenue
North Charleston, SC 29405

The Post and Courier          Trade Debt                    $300
134 Columbus Street
Charleston, SC 294034800

Williams Tire Distributors    Trade Debt                    $265
3995 Dorchester Road
Charleston, SC 29405

SafetyKleen                   Trade Debt                    $221
P.O. Box 382066
Pittsburgh, PA 152508066

Rutherford P.C. Smith,        Attorney's Fees               $200
Esquire
100 Main Street, Suite J
Summerville, SC 29483

Fennell Container Company,    Trade Debt                    $176
Inc.
P.O. Box 9001011
Louisville, KY 402901011


TELEGRAPH PROPERTIES: Sells Real Estate to W. Randolph for $10MM
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Chicago Division, approved Telegraph Properties LP's request to
sell its personal and real property, free and clear of liens and
interests, to 188 W. Randolph, LLC.  The Court approved the sale
transaction on May 17, 2005.

The Debtor and 188 W. Randolph entered into an Asset Purchase and
Sale Agreement on April 11, 2005, calling for the sale of the
Debtor's real property located at 188 West Randolph Street,
Chicago, Illinois, to 188 W. Randolph for $10 million.  That real
property, which is the Debtor's only substantial tangible asset,
includes a 46-story commercial building.  

The Debtor will assume and assign appropriate executory contracts
and unexpired leases to 188 W. Randolph.

The Debtor tells the Court that the Sale Agreement is the product
of substantial and lengthy good faith negotiations with 188 W.
Randolph.

On April 21, 2005, the Court approved the sale terms and
competitive bidding procedures calling for the payment of a
$300,000 Break-Up Fee in the event a higher bid came forward at an
auction.  The Debtor held an auction on May 11, 2005.  No
competitor topped 188 W. Randolph's bid.

The Court orders that not withstanding the entry of its final Sale
Order, any issue regarding the amount and disposition of the
broker's commission on the sale of the Debtor's real property as
provided in the Sale Agreement will be resolved by the Court at a
hearing to be held at 11:00 a.m., on June 9, 2005.

Headquartered in Chicago, Illinois, Telegraph Properties LP, aka
C/O RN Realty LP, owns, operates and leases commercial space of a
46-story commercial building located at 188 West Randolph Street,
Chicago, Illinois.  The Company filed for chapter 11 protection on
June 24, 2002 (Bankr. N.D. Ill. Case No. 02-24261).  Allen J.
Guon, Esq., at Shaw, Gussis, Fishman, Glantz, Wolfson & Towbin LLC
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$19,188,928.85 in total assets and $11,996,649.28 in total debts.


TORCH OFFSHORE: Walks Away from Eight Contracts & Leases
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
gave Torch Offshore, Inc., and its debtor-affiliates permission to
reject certain executory contracts and unexpired leases, nunc pro
tunc to March 31, 2005.

The Debtors determined that rejection of these four leases will
benefit the Debtors' estate:

   Lessor                 Nature of Lease        Lease Date
   ------                 ---------------        ----------
   Fraydun Realty Co.     Houston Office Lease    3/16/2004

   American Business
   Machines, Inc.         Equipment Lease         8/18/2004

   Neopost Leasing        Postage Meter Lease      9/9/2004

   June Properties
   LLC                    Fishing Camp Lease     12/30/2002

The Court also approved the rejection of three cellular phone
agreements with Cingular Wireless, d/b/a AT&T Wireess, and a
letter agreement with Morgan Keegan & Company, Inc.

Following the rejection of the Houston Lease, the Court also
authorized the sale of the Houston office's furniture to Repeat
Consignment Superstore for a price not more than $10,000.  
Proceeds from the office furniture sale will be used to pay down
and reduce Regions Bank's secured prepetition claim under a
Working Capital Facility dated July 19, 2002.

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, sub-sea construction and support
services to the offshore oil and gas industry, primarily in the
Gulf of Mexico.  The Company and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on
Jan. 7, 2005.  Jan Marie Hayden, Esq., at Heller, Draper, Hayden,
Patrick & Horn, L.L.C., and Lawrence A. Larose, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $201,692,648 in total assets and
$145,355,898 in total debts.


TRANSWESTERN PUBLISHING: Moody's Reviews Low Ratings & May Upgrade
------------------------------------------------------------------
Moody's Investors Service has placed all ratings of TransWestern
Publishing Inc. on review for possible upgrade.

The ratings affected include its:

   * $65 million senior secured first lien revolving credit
     facility, due 2011 -- B1

   * $525 million senior secured first lien term loan,
     due 2011 -- B1

   * $225 million senior secured second lien term loan,
     due 2012 -- B3

   * Senior implied rating -- B1

   * Issuer rating -- Caa1

This action follows the announcement that TransWestern has signed
a definitive agreement with Yell Finance BV, whereby Yell will
acquire TransWestern in a transaction valued at approximately
$1,575 million.

The review will assess the likelihood that the proposed
acquisition be endorsed by Yell shareholders, receive regulatory
approval and close in accordance with the terms of the agreement.

Moody's expects to withdraw all ratings of TransWestern following
the completion of the proposed acquisition and the retirement of
all outstanding TransWestern debt.

Headquartered in San Diego, California, TransWestern Publishing
publishes 330 directories in 25 states.  In 2004, the company
reported revenues of $358 million.


TRIAD HOSPITALS: Moody's Rates New $1.1 Billion Facilities at Ba2
-----------------------------------------------------------------
Moody's Investors Service today assigned a rating of Ba2 to
Triad's $1,100 million senior secured credit facilities,
consisting of a $600 million revolving credit facility and a
$500 million Term Loan A.  Moody's also affirmed the company's
senior implied rating at Ba3 and the ratings of the company's
senior notes (B2) and senior subordinated notes (B3).  Proceeds of
the new facilities will be used to repay amounts outstanding on
the existing facilities and fund near-term capital expenditures.

These ratings are affected:

Ratings assigned:

   * $600 million senior secured revolver due 2011 (guaranteed),
     rated Ba2

   * $500 million senior secured term loan A due 2011
     (guaranteed), rated Ba2

Ratings affirmed:

   * Senior implied rating, Ba3

   * Senior unsecured issuer rating, B2

   * $600 million 7% senior notes due 2012 (not guaranteed), B2

   * $600 million 7% senior subordinated notes due 2013 (not
     guaranteed), B3

   * Senior secured revolver due 2007 (guaranteed), Ba2 (to be
     withdrawn on the closing of the proposed facilities)

   * Term loan A due 2007 (guaranteed), Ba2 (to be withdrawn on
     the closing of the proposed facilities)

   * Term loan B due 2008 (guaranteed), Ba2 (to be withdrawn on
     the closing of the proposed facilities)

The ratings outlook is stable.

The ratings reflect the company's moderately high leverage and the
significant capital requirements for the company's expansion
projects, de novo development and potential acquisitions, which
may result in an increase in leverage in the near-term.

Additionally, the ratings consider the fact that the company's
strategy of growth through joint venture agreements might present
less financial flexibility than acquisitions as capital
expenditures are committed to in advance.  The ratings also
recognize the industry-wide margin pressure stemming from:

   * increases in bad debt expense;
   * weaker historical volume growth trends; and
   * increases in other expenses, including labor, insurance and
     supplies.

Moody's also notes the competitive nature of the industry and the
increasing threat hospital operators are facing from surgery
centers and specialty hospitals that are competing for higher
margin procedures.

Factors supporting the ratings include:

   * the company's history of solid operating and financial
     performance;

   * the company's better-than-industry average volume trends;

   * recent indications of a stabilization of bad debt experience;
     and

   * a stable near-term Medicare reimbursement and managed care
     pricing environment.

The ratings also consider:

   * the size and diversity of Triad's portfolio of facilities;

   * the company's generally good market share in each individual
     market; and

   * favorable demographic trends.

Moody's also affirmed Triad's speculative grade liquidity rating
of SGL-3.  The SGL-3 rating reflects our expectation that Triad
will maintain adequate liquidity over the next twelve months.
Moody's expects Triad to draw on the new $600 million revolving
credit facility to fund expansions, acquisitions and de novo
development as internally generated free cash flow will not be
sufficient.

However, taking into account cash flow from operations, access to
the revolver, and cash on the balance sheet, the company will have
sufficient liquidity over the next twelve months.  Moody's also
believes Triad will maintain an adequate cushion against the
financial covenants in the company's new credit facility, which
include maximum senior leverage and maximum leverage ratios and a
minimum interest coverage ratio.  Moody's notes that both the
liquidity and long-term ratings could be downgraded if Triad funds
growth through leverage levels in excess of projected amounts.
Taking into account capital expenditures for maintenance, internal
expansion, de novo developments, joint venture projects, and
acquisitions, Moody's estimates that adjusted free cash flow to
adjusted debt will peak at approximately -15% for the year ending
December 31, 2005 and approximate -12% for the next four quarters
ending June 30, 2006.

The stable outlook anticipates that Triad will be able to maintain
its current level of profitability and cash flow.  Moody's expects
the company to continue to generate good revenue growth through
the expansion of facilities and services, de novo development,
joint ventures and acquisitions as well as modest rate increases.

Moody's does not foresee upward pressure on the ratings given the
expectation that the company will have negative free cash flow and
will fund expansion through additional drawdowns on its revolver.
Unless the company significantly reduces debt or curtails its
planned growth initiatives so that free cash flow can be used to
reduce indebtedness, the ratings would not likely be upgraded.

Moody's would consider a downgrade of the ratings if the company
could not sustain a level of adjusted cash flow from operations to
adjusted debt of at least 15%.  Margin deterioration due to
reductions in volumes or increases in operating expenses,
especially bad debt expense and labor costs, could contribute to a
decrease in cash flow from operations.  Additionally, if the
company were to engage in a higher-than-expected level of
expansion or acquisition activity, leading to a greater than
expected increase in leverage, Moody's would consider downgrading
the rating.

The ratings on the $1,100 million credit facilities are notched
one level above the senior implied rating in recognition of the
collateral protection provided.  Triad's $600 million 7% senior
notes due 2012 (not guaranteed), rated B2, are notched two levels
below the senior implied to reflect the effective subordination to
the bank debt and the structural subordination to the credit
facilities and the liabilities of the operating subsidiaries.
The company's $600 million 7% senior subordinated notes due 2013
(not guaranteed), rated B3, are notched three levels below the
senior implied rating to reflect the contractual, effective and
structural subordination to all of the company's other debt and
subsidiary obligations.

For the twelve month period ended March 31, 2005, pro forma for
the proposed credit facilities, Triad's ratio of adjusted cash
flow from operations to adjusted debt would have been
approximately 20%, which is moderate for the Ba3 category.
However, free cash flow coverage of debt would have been weak at
2.0% due to a high level of capital expenditures for facility
expansions and de novo development (1.3% after taking into account
acquisitions).  Interest coverage, as measured by the ratio of
EBIT to interest, would have been 3.7 times, while the ratio of
adjusted debt to EBITDAR would have been 3.6 times.

Triad Hospitals, Inc., through its affiliates, owns and manages
hospitals and ambulatory surgery centers in small cities and
selected larger urban markets.  Triad currently has 53 hospitals
and 9 ambulatory surgery centers in 15 states with approximately
8,690 licensed beds.

In addition, through its QHR subsidiary, Triad provides hospital
management, consulting and advisory services to more than 200
independent community hospitals and health systems throughout the
U.S. Triad recognized revenue of $4.6 billion for the twelve
months ended March 31, 2005.


TRICN INC: MOSAID Tech to Acquire Assets in $3.1 Million Deal
-------------------------------------------------------------
MOSAID Technologies Incorporated (TSX:MSD) signed a non-binding
letter of intent to acquire substantially all of the assets of
TriCN, Inc., for a purchase price of $3.1 million.  MOSAID has
also offered to pay up to $900,000 based on the achievement of
certain performance objectives.  TriCN filed for protection under
Chapter 11 of the United States Bankruptcy Code on December 30,
2004.

"TriCN's silicon proven I/O libraries complement MOSAID's memory
controllers," said Peter Gillingham, Vice President and General
Manager of MOSAID's Intellectual Property Division.  "With the
combined Ottawa and San Francisco operations we will be able to
offer an extensive I/O product line and a complete memory
controller solution."

"We look forward to successfully completing this transaction with
TriCN," said George Cwynar, President and Chief Executive Officer
for MOSAID.  "With revenues exceeding $3 million in each of its
last two years of operations, TriCN has a solid reputation and an
extensive customer base that can be leveraged with MOSAID's
product line and financial strength."

MOSAID's offer remains subject to a variety of conditions,
including satisfactory due diligence, the absence of any material
adverse change to the business, the approval of MOSAID's Board and
any necessary regulatory and other approvals including that of the
United States Bankruptcy Court for the Northern District of
California. There can be no assurance that the transaction will be
completed as proposed or at all.

            About MOSAID Technologies Incorporated

MOSAID Technologies Incorporated -- http://www.mosaid.com/--  
makes memory better through the development and licensing of
intellectual property and the supply of memory test and analysis
systems to semiconductor manufacturers, foundries and fabless
semiconductor companies around the world.  Founded in 1975, MOSAID
is based in Ottawa, Ontario, Canada, with offices in Santa Clara,
California; Newcastle upon Tyne, U.K; and Tokyo, Japan.  

Headquartered in San Francisco, California, TriCN, Inc., is a
leading developer of high-performance semiconductor interface
intellectual property (IP) products.  The Company filed for
chapter 11 protection on December 30, 2004 (Bankr. N.D. Calif.
Case No. 04-33651).  Eric A. Nyberg, Esq., at Kornfield,Paul and
Nyberg represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
estimated assets and debts of $1 million to $10 million.


TROPICAL SPORTSWEAR: United States Trustee Objects to Plan
----------------------------------------------------------
The U.S. Trustee for Region 21 asks the U.S. Bankruptcy Court for
the Middle District of Florida, Tampa Division, not to confirm the
Amended Joint Chapter 11 Plan filed by Tropical Sportswear
International Corp.  

The U.S. Trustee states that because the Debtors' plan calls for a
complete liquidation and creditors are not paid in full, releases
and exculpations from liability will in no way assist
rehabilitation.  Also, the U.S. Trustee adds, the Plan doesn't
have a clear mechanism to insure payment of the quarterly fees to
the U.S. Trustee.

The U.S. Trustee urges the Court to reject the Plan or have it
modified to correct the improper provisions.

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

   http://www.researcharchives.com/bin/download?id=050321024442  

       -- and --

   http://www.researcharchives.com/bin/download?id=050321024853  

Headquartered in Tampa, Florida, Tropical Sportswear Int'l Corp.
-- http://www.savane.com/-- designs, produces and markets branded  
branded apparel products that are sold to major retailers in all
levels and channels of distribution.  The Company and its
debtor-affiliates filed for chapter 11 protection on Dec. 16, 2004
(Bankr. M.D. Fla. Case No. 04-24134).  David E. Bane, Esq., and
Denise D. Dell-Powell, Esq., at Akerman Senterfitt, represent the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$247,129,867 and total debts of $142,082,756.


UAL CORP: Court Extends Exclusive Right to File Plan Until July 1
-----------------------------------------------------------------
The Hon. Eugene Wedoff extended UAL Corporation and its debtor-
affiliates' exclusive periods to file a plan through July 1, 2005,
and to solicit acceptances of that plan through September 1, 2005.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, tells the Court that, over the last several months, the
Debtors have implemented many components of a business plan that
satisfies the metrics required for exit financing.  This task has
been made more difficult by unrelenting revenue challenges and
increasing fuel prices.

Central to the restructuring process is the Debtors' effort to
secure exit financing.  The Debtors have received preliminary
proposals for $2,000,000,000 to $2,500,000,000 in exit financing
from four institutions.  The Debtors' management met separately
with each of these potential financiers in January 2005.  In
February, the four institutions met with the exit financing
subcommittee of the Creditors' Working Group to present and
discuss their proposals.  Each proposal is contingent on the
Debtors achieving the savings identified in the business plan.

To implement the business plan and obtain exit financing, the
Debtors must conclude the Section 1113 and pension process,
complete the Section 1110 process, restructure the United Express
operations, implement the streamlined cost structure and develop
a plan of reorganization that includes the business plan and the
restructuring initiatives.

An extension of the Exclusive Periods will enable the Debtors to
continue their hard work and implement many restructuring
initiatives, while creating a stable working environment through
the mid-May pension trial.  Once the Court decides the Section
1113 and pension matters, the Debtors can incorporate the facts
and circumstances in requesting a further extension of the
Exclusive Periods to obtain exit financing and formulate, propose
and seek confirmation of a plan of reorganization.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 78; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Asks for Prelim. Injunction Against Port of Portland
--------------------------------------------------------------
According to Marc Kieselstein, Esq., at Kirkland & Ellis, in
Chicago, Illinois, the Port of Portland, a port district of the
State of Oregon, is refusing to enter into a new lease for the
Portland International Airport unless and until UAL Corporation
and its debtor-affiliates assume the soon-to-be expired existing
lease and pay Portland's prepetition claims as cure claims.  

The Debtors have been operating at the PIA for over 30 years.  
The Debtors operate approximately 7,200 flights into and out of
PIA every year.  In 2004, the Debtors paid approximately
$14,000,000 in rent and landing fees to the PIA under the Lease.  
The Debtors' existing Lease with the PIA expires on June 30,
2005.  The Debtors are current on all postpetition rent
obligations to the PIA, with $1,200,000 in unpaid prepetition
claims under the Lease.

To maintain uninterrupted operations at the PIA, the Debtors must
enter into a new lease with Portland.  Several months ago the
parties entered into discussions over a new lease.  Portland
proposed a lease that was substantially similar to leases with
other air carriers, but contained terms that were discriminatory
against bankrupt air carriers.  Specifically, Portland demanded
that the Debtors post a $4,700,000 security deposit and that the
Debtors waive participation in revenue sharing until they pay
their prepetition claims.  Other non-bankrupt carriers are not
required to meet these terms.

Mr. Kieselstein says Portland acknowledged that the Debtors were
asked to meet these terms because they are in bankruptcy, have
not assumed the PIA Lease, and have not paid the prepetition
claims.

Mr. Kieselstein asserts that Portland may not condition or deny
the Debtors the right to lease premises at PIA based on their
status as a Chapter 11 debtor.  PIA may also not discriminate
against the Debtors due to the outstanding prepetition general
unsecured obligations owed to Portland under the Lease.  
Portland's proposed terms constitute an action to collect on a
prepetition claim in violation of the automatic stay.  Without
injunctive relief, the Debtors will be wrongfully precluded from
access to PIA.  Also, the Debtors will be forced to choose
between a long-term discriminating above-market lease or reducing
or shutting down operations at PIA.  The Court should not allow
Portland to "flagrantly" discriminate against the Debtors by
proposing new lease terms that are economically punishing.

               Debtors Want Preliminary Injunction

The Debtors ask the Court to prevent the Port of Portland from
denying or conditioning access to the Portland International
Airport.  Portland has proposed a new lease that discriminates
against the Debtors due to their status in Chapter 11 and the
existence of unpaid prepetition obligations.  To protect them
from potentially discriminating conduct, the Debtors ask Judge
Wedoff to grant a preliminary injunction.

Portland's attempt to condition a new lease upon the Debtors'
bankruptcy and current inability to pay the prepetition
obligations is "a blatant and willful" violation of Sections 362
and 525 of the Bankruptcy Code, Marc Kieselstein, Esq., at
Kirkland & Ellis, in Chicago, Illinois, states.  A governmental
unit may not deny or condition access to a facility due to a debt
that is dischargeable.  Portland's conditioning of the Debtors'
lease on a security deposit and payment of prepetition rents "is
adverse, punitive and coercive treatment," Mr. Kieselstein says.  
Other non-bankrupt carriers are not required to post security
deposits.    

Mr. Kieselstein explains that the Debtors will suffer irreparable
injury in the absence of an injunction.  The Debtors' operations
require ongoing and uninterrupted access to PIA.  If the Debtors
are precluded from the PIA because they will not enter into a
discriminatory lease, the airline will be operationally and
economically wracked.  The Debtors will lose customers, goodwill,
future sales and market share.  The Debtors need a preliminary
injunction to prevent Portland from engaging in discriminatory
conduct.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.


US AIRWAYS: Inks Merger Pact with America West
----------------------------------------------
US Airways Group, Inc. (OTC Bulletin Board: UAIRQ) and America
West Holdings Corporation (NYSE: AWA) disclosed an agreement to
merge and create the first full-service nationwide airline, with
the consumer-friendly pricing structure of a low-fare carrier.  
Operating as the first national low-cost hub-and-spoke network
carrier, customers can look forward to simplified pricing,
international scope, access to low-fare service to over 200 cities
across the U.S., Canada, Mexico, the Caribbean and Europe, and
amenities that include a robust frequent flyer program, airport
clubs, assigned seating and First Class cabin service.

"Building upon two complementary networks with similar fleets,
closely-aligned labor contracts and two outstanding teams of
people, this merger creates the first nationwide full service low-
cost airline," America West Holdings Corporation Chairman,
President and CEO Doug Parker said.  "Through this combination, we
are seizing the opportunity to strengthen our business rather than
waiting for the industry environment to improve.  A combined US
Airways/America West places the new airline in a position of
strength and future growth that neither of us could have achieved
on our own."

"US Airways has a strong franchise and great employees that will
be enhanced by America West's strengths and success in the low-
fare, low-cost marketplace," US Airways President and CEO Bruce
Lakefield said.  "That we have secured such an impressive slate of
equity investors and partner support in a period of such industry
uncertainty is a strong indication of the prospects and enthusiasm
for this transaction.  It has been my objective to ensure the
long-term viability of US Airways and the security of our
outstanding employees; this merger with America West will
accomplish that objective."

Subject to approval by the U.S. Bankruptcy Court overseeing US
Airways' pending Chapter 11 case and transaction closing, which is
anticipated to occur this fall, the merged airlines will operate
under the US Airways brand under the leadership of CEO Doug
Parker.  The merged airline's 13-member board will be comprised
of:

   -- one member from each of three new equity investment
      companies,
   -- six members from the current America West board, including
      Mr. Parker as chairman, and

   -- four members from the current US Airways board, including
      Mr. Lakefield as vice-chairman.

The combined airline's headquarters will be consolidated into
America West's headquarters in Tempe, Ariz.  For regulatory
purposes, both airlines will operate under separate operating
certificates for a transition period of two to three years,
keeping flight crew, maintenance and safety procedures for each
airline separate.  To ensure that the substantial consumer
benefits are realized quickly, however, the airlines will work
together to coordinate schedules, frequent flyer programs and
other marketing programs as soon as practical.

"We believe that the airline created from the merger of US Airways
and America West will bring more choices for customers, as we
expand the low-fare pricing structure of America West to dozens of
new cities, while also offering passenger-service amenities, such
as an attractive frequent flyer program, assigned seating and a
First Class cabin," Mr. Lakefield added.

                           Customers

With the creation of the first full-service nationwide airline,
customers will enjoy simplified pricing across an expanded
east/west network along with access to international destinations.  
Both airlines' frequent flyer programs will ultimately be combined
once the merger is complete.  Members of both programs will retain
all of their miles and elite status designation and will receive
similar benefits in the merged airline's frequent flyer program.  
Other customer amenities will include access to airport clubs,
assigned seating and First Class upgrades.

                          Financing

The merger is expected to create one of the industry's most
financially stable players, with over $10 billion in annual
revenues and a strong balance sheet that includes approximately
$2 billion in total cash at closing with which to weather the
current industry environment and fund further growth strategies.  
The airline's strong cash balance is expected to be created
through:

   -- a combination of current cash on hand at US Airways/America
      West,
   -- $350 million of new equity commitments (which may be
      supplemented with additional commitments), and

   -- proceeds from a contemplated $150 million rights offering.  

In addition, the merged airline will receive cash infusions of
over $1.1 billion, principally from partners and suppliers
(approximately $675 million), asset-based financings or sales of
surplus aircraft (approximately $250 million) and release of
certain cash reserves (approximately $200-300 million).

The $350 million of new equity is expected to be provided by four
separate investor groups.  The new investors are:

   -- ACE Aviation Holdings Inc., ($75 million commitment) a
      Canadian holding company that owns Air Canada, Canada's
      largest airline with over $7.5 billion in annual revenues;

   -- PAR Investment Partners, L.P., ($100 million commitment) a
      Boston-based investment firm;

   -- Peninsula Investment Partners, L.P., ($50 million
      commitment) a Virginia-based investment firm; and

   -- Eastshore Holdings LLC, ($125 million commitment and
      agreement to provide regional airline services), which is
      owned by Air Wisconsin Airlines Corporation and its
      shareholders.

The merged company also plans to conduct a rights offering that
could provide an additional $150 million of equity financing.

Approximately $675 million of additional cash financing is being
secured through a combination of refunding of certain deposits,
debt refinancing (which reduces collateralization) and signing
bonuses from companies interested in long-term business
relationships with the merged airline.  The companies have signed
commitments or firm proposals for more than $425 million in
additional cash liquidity from strategic partners and vendors,
including over $300 million in a signing bonus and a loan from
prospective affinity credit card providers for the merged company.
Negotiations with credit card companies are still in progress.  
Another $250 million will come from Airbus in the form of a loan.  
The companies have also agreed that the merged company will be the
launch customer for the Airbus A350, with deliveries scheduled
from 2011 to 2013.

                            Synergies

"We are exceptionally pleased with the financial support this
transaction has received, but it would not be available if we did
not have a business model that worked in today's difficult
industry environment," said Mr. Parker.  "We have created a
competitive business that is profitable even with oil prices at
$50 per barrel, achieved primarily because of the $600 million of
annual net operating synergies.  These synergies are higher than
generally experienced in airline mergers for two reasons.  First,
US Airways and America West now have very similar labor costs so
there are no large negative synergies related to contract
integration, and second, US Airways' bankruptcy allows us to
right-size capacity, thus increasing the network synergies."

The $600 million in anticipated annual synergies are the result of
route restructuring, revenue synergies and cost savings.  Route
restructuring synergies of approximately $150-200 million are
created by reducing aircraft and unprofitable flying, better
matching aircraft size to consumer demand by route and
incorporating Hawaii service into the network.  Revenue synergies
of $150-200 million are achieved by taking two largely regional
airlines and creating one nationwide, low-cost carrier that can
provide more choice for consumers when combined with improving
connectivity across both airlines' networks and by increasing
aircraft and other asset utilization.  Lastly, the combined
airline expects to realize cost synergies of $250-300 million
annually by reducing administrative overhead, consolidating both
airlines' information technology systems and combining facilities.

In addition to the operating synergies created by the merger, the
new relationship with Air Canada provides for even greater
operating improvements.  The merged airline and Air Canada plan to
work together to create value for each other through maintenance
contracts, airport handling agreements and the eventual expansion
of the Star Alliance agreement, which could include codesharing
with Air Canada, consistent with the U.S.-Canada bilateral
aviation agreement.

                      Fleet/Route System

US Airways/US Airways Express currently serves 179 cities and
America West/America West Express serves 96 cities.  When merged,
the combined airline will become the nation's fifth largest
airline, as measured by domestic Available Seat Miles (ASMs).  The
combined airline is expected to operate a mainline fleet of 361
planes (supported by 239 regional jets and 57 turboprops for feed
into the mainline system), down from a total of 419 mainline
aircraft operated by both airlines at the beginning of 2005.

US Airways projects returning 25 additional aircraft by the end of
2006, in addition to the 46 aircraft that US Airways already has
announced it plans to return.  Nearly all of the aircraft are
being returned to General Electric Capital Aviation Services
(GECAS).  The combined airline also will take delivery of 13
Airbus A320 family aircraft previously ordered by America West
Airlines.  Airbus has also agreed to reschedule and reconfirm 30
narrow body A320-family aircraft deliveries from 2006 - 2008 to
2009 - 2010.  To rationalize international flying, the merged
company will work with Airbus to transition to an all-Airbus
international fleet of A330 aircraft and, beginning in 2011, A350
aircraft.

Once fully integrated, the airline plans to have primary hubs in
Charlotte, Phoenix and Philadelphia, and secondary hubs in Las
Vegas and Pittsburgh.  The merged airline plans to have focus
cities in Boston, New York/LaGuardia, Washington, D.C., and Fort
Lauderdale.

                        People/Culture

US Airways currently employs 30,100 people and America West
employs 14,000 people.  Contract integration of represented
employees is expected to occur after integrated seniority lists
have been negotiated between each respective airline's labor
groups.

"Although US Airways and America West are clearly two different
airlines with two different cultures, our common traits far
outnumber our differences," America West's Mr. Parker continued.  
"We are all aviation professionals proud of our heritage, eager to
serve the traveling public and hopeful for the future.  While
seniority integration will be a challenge for us and our
employees, we will ensure that those issues are discussed and
resolved in a fair and equitable manner.  Throughout this process,
as has always been the case, we will continue our commitment of
open and honest communication with our employees.  We are building
a new future that will present far greater job security and growth
opportunities than either airline would have achieved on its own,
and we are doing so with the ability for all to share in the
collective upside."

                        Equity Allocation

The $350 million of private equity commitments are based upon a
total implied private full equity value of $850 million for the
merged corporation.  Of that $850 million valuation, 45 percent
will be allocated to America West, 41 percent to the new equity
and 14 percent to US Airways.  This valuation results in an
implied value of $6.12 per share for the publicly traded America
West stock, taking into effect dilution from outstanding warrants
and options and the anticipated treatment of convertible
securities.  The partners have agreed that up to $650 million of
total equity can be raised including any proceeds from planned a
rights offering.  Any additional equity would dilute all
participants pro rata.  However, any additional equity raised
above $350 million will not reduce the $6.12 per share of implied
value for the publicly traded America West stock.  The right to
participate in a rights offering for up to $150 million in common
shares of the merged companies is to be allocated 61.5 percent to
the stakeholders of US Airways and 38.5 percent to the common
stockholders of America West.

                           Approvals

Under the terms of the agreement, the merger is expected to occur
subsequent to confirmation of US Airways' plan of reorganization
and emergence from Chapter 11.  Because the merger and related
equity investments are subject to US Airways' pending Chapter 11
proceedings in the U.S. Bankruptcy Court for the Eastern District
of Virginia in Alexandria, the transaction will also have to be
approved by the U.S. Bankruptcy Court and will be subject to a
competitive bidding process that will be proposed to the Court.  
The transaction, which has been approved by both company's boards
of directors, is also subject to the approval of America West's
shareholders.

Both airlines will file the necessary documents for review with
the U.S. Department of Justice, the U.S. Department of
Transportation and the Securities and Exchange Commission as well
as secure other necessary regulatory approvals.  In addition, both
airlines hold loans with a federal guarantee from the Air
Transportation Stabilization Board (ATSB), and the carriers are in
joint negotiations with the ATSB on the treatment of those loans
under the proposed merger.

US Airways Group, Inc., is being advised by Seabury Group LLC as
restructuring advisor and financial advisor and the law firm of
Arnold & Porter LLP; advisors for America West Holdings Corp.
include Greenhill & Co., LLC as its principal financial advisor,
Merrill Lynch & Co. as structuring advisor to certain financings,
and the law firms of Skadden, Arps, Slate Meagher and Flom, LLP
and Cooley, Godward LLP.

                     ALPA Issues Statement

US Airways MEC Chairman Captain Bill Pollock of the Air Line
Pilots Association, Int'l said it will look into the proposed
merger of the two companies.  Capt. Pollock issued a statement,
saying:

   "US Airways Group, Inc. and America West Holdings Corporation
   have announced their intention to enter into a merger that
   would create both the nation's sixth-largest airline and the
   largest low-cost carrier network.

   "The US Airways Master Executive Council (MEC), the pilots'
   governing body, will be analyzing the terms of this proposed
   transaction at the earliest opportunity.

   "US Airways management believes that this proposed merger will
   enable US Airways to emerge from bankruptcy and then create a
   partnership that will be viable and competitive.  I want
   management, our investors, and our flying public to know that
   the US Airways pilots are largely responsible for the progress
   that US Airways has made in its restructuring.  US Airways
   enjoys this opportunity today because of the tremendous
   sacrifices made by our pilots.  Our MEC and our pilots have
   been called upon again and again to make the most difficult
   decisions in this volatile and still-transforming industry.  
   Our pilots have provided the Company with $7 billion in cost
   savings through four restructurings -- an investment far
   greater than any other group.  We expect that our sacrifices
   will be respected as we welcome the opportunity to become a
   partner in the creation of this country's premier low-cost
   airline.

   "We also look forward to working with the pilots of America
   West as we begin the process of combining pilot groups through
   the seniority integration procedures outlined in our ALPA
   Administrative Manual."

ALPA is the world's oldest and largest pilot union, representing
64,000 pilots at 41 airlines in the U.S. and Canada.  The ALPA Web
site at http://www.alpa.org/and the US Airways pilots Web site at  
http://www.usairwayspilots.org/

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.

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.

                        *     *     *

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."


US AIRWAYS: Air Canada Parent to Invest $75 Million in Merger
-------------------------------------------------------------
ACE Aviation Holdings, the parent holding company of Air Canada
and ACE's other subsidiaries, disclosed its intention to invest
$75 million (approximately CAD$95) in the merged US Airways-
America West carrier.  Its investment will be made at the time of
US Airways' exit from bankruptcy and in connection with a broad
set of commercial and other arrangements between ACE and the
newly-merged entity.  ACE's investment will represent
approximately 7% of equity, depending on the total amount of new
equity capital raised by the merged entity.  The newly-merged
entity will be a well capitalized commercial partner with
approximately $1.5 billion in forecast total liquidity, a
competitive low cost structure and a route network that is highly
complementary to Air Canada.

As a condition of its equity investment, ACE has obtained
commitments which will result in five-year commercial agreements
with the newly-merged entity regarding maintenance services,
ground handling, regional jet flying, network, training, and other
areas of cooperation.  It is expected that ACTS and airport ground
handling/facilities synergies will result in an estimated annual
cash contributions of CAD $65 million.

ACE, through Air Canada Technical Services, is entitled to provide
all available outsourced maintenance, repair and overhaul services
for the merged entity with a combined fleet of 361 aircraft
consisting of the Boeing 737, 757 and 767 and the Airbus A319,
A320, A321 and A330 for which ACTS has significant existing
expertise.  This agreement will provide ACTS with a large volume
of attractive new MRO work covering component and airframe
maintenance.  The new work will result in estimated additional
revenues of CAD$1.5 billion for ACTS over the five-year term of
the agreement.  ACTS has the ability to undertake this work with a
minimal capital investment of approximately $20 million utilizing
capacity currently available at existing ACTS facilities.  The
agreement also includes the possibility of extending the work to
cover engine maintenance and supply chain management.

"Our participation in the consolidation of the US airline industry
through the merged US Airways - America West carrier is an
exciting opportunity for ACE," said Robert Milton, Chairman,
President and CEO of ACE Aviation Holdings Inc.  "Doug Parker is
one of the most capable airline leaders in the industry today and
we look forward to working closely with Doug and his team to build
an even stronger future for the new US Airways.

"Our investment in US Airways reflects not only our confidence in
the viability of the merged carrier going forward but also
represents a milestone in the implementation of ACE's business
strategy to grow our business units into stand alone profitable
companies," said Mr. Milton.

ACTS, a limited partnership of ACE, is a full-service MRO
organization that provides airframe, engine and component
maintenance and various ancillary services to a wide range of more
than 100 global customers, including Air Canada, Air Canada Jazz,
JetBlue, United Airlines, ABX, Mexicana, Snecma Services,
Chromalloy, Lufthansa Technik, International Lease Finance
Corporation (ILFC) and Canada's Department of National Defence.  
Montreal-based ACTS operates maintenance centers across Canada
with a combined workforce of 3,600 employees and has major bases
in Montreal, Toronto, Winnipeg, Calgary and Vancouver.  The
maintenance work for this agreement will be undertaken at ACTS
facilities in Montreal, Winnipeg, Calgary and Vancouver creating
an estimated 700 new jobs to be filled principally through
employee recalls.

It is estimated that this agreement will propel ACTS to a position
as one of the top three aircraft MRO providers worldwide in terms
of sales.  As a result, it is anticipated that by 2006, ACTS
revenues will exceed $1 billion per annum with less than half
being earned from Air Canada. This investment is consistent with
ACE's strategic plan to grow its business units with an emphasis
on third-party revenues.

"We look forward to the important synergy relationships that will
benefit both the merged entity and Air Canada as a result of the
ACE investment," said Doug Parker, America West Holdings
Corporation Chairman, President and CEO.  "ACTS is a world class
MRO business, and we are pleased that they will be providing us a
competitive service offering in this regard.  Additionally, we are
very excited about the potential traffic benefits pursuant from
our enhanced network strength, and in the synergies that should
accrue from ground handling and other initiatives."

Air Canada and the newly-merged entity will also implement a broad
and cooperative strategy regarding airport facilities and ground
handling which will provide mutual cost benefits and synergies
and, more specifically, provide Air Canada with improved access to
selected gates and facilities at a number of U.S. airports
including New York's LaGuardia Airport, Boston's Logan Airport and
Phoenix International Airport among others.  ACE's regional air
carrier, Jazz, will also potentially realize increased
opportunities to partner with the newly-merged entity on
transborder flying.

The agreements will provide both Air Canada and the merged carrier
with significant network and operational benefits, including
enhanced network strength and revenue opportunities in key
transborder markets in the Southwestern U.S., Hawaii, Mexico and
Florida.  In particular, the new entity will provide Air Canada
with enhanced access to key north-south markets where it does not
currently have a significant presence most notably along the North
American West Coast from Calgary, Edmonton and Vancouver to the
U.S. Southwest and Mexico via the America West hubs at Phoenix and
Las Vegas in addition to those markets on the U.S. East Coast
served through the U.S. Airways hubs at Philadelphia and
Charlotte.  Furthermore, neither U.S. Airways nor America West
currently operates Trans-Pacific flights while U.S. Airways
operates a limited Trans-Atlantic offering.  It is anticipated
that Air Canada's Toronto and Vancouver hubs will benefit from
increased traffic from the combined U.S Airways-America West
networks.  These network benefits complement the existing Air
Canada relationship with United Airlines which provide Air Canada
with a strong east-west presence through their hubs at Chicago
O'Hare and Denver.

"It's a win-win all around as the merged airline and Air Canada
will create value for each other through maintenance contracts,
airport handling agreements and the eventual expansion of the Star
Alliance agreement, which will include codesharing between the two
carriers," said Mr. Milton.  "The addition of America West to our
current network relationship with USAirways will strengthen Air
Canada's position as a highly connected global network and provide
the newly-merged carrier with enhanced access to Canada and Air
Canada's international network via the Toronto and Vancouver hubs.  
It will also provide an important benefit to the Star Alliance by
significantly increasing its network penetration in the Western
United States.

ACE is the parent holding company of Air Canada and ACE's other
subsidiaries.  Air Canada is Canada's largest domestic and
international full- service airline and the largest provider of
scheduled passenger services in the domestic market, the
transborder market and each of the Canada-Europe, Canada-Pacific,
Canada-Caribbean/Central America and Canada-South America markets.  
Air Canada is a founding member of the Star Alliance network, the
world's largest airline alliance group.

In addition, the Corporation owns Jazz Air LP, Aeroplan LP and
Destina.ca , which is an on-line travel site.  The Corporation
also provides Technical Services through ACTS LP, Cargo Services
through AC Cargo LP and Air Canada, Groundhandling Services
through ACGHS LP and Air Canada and tour operator services and
leisure vacation packages through Touram LP.

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.

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.

                        *     *     *

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."


US AIRWAYS: Wants to Implement Transaction Retention Plan
---------------------------------------------------------
According to US Airways, Inc., and its debtor-affiliates, their
employees have worked diligently throughout the restructuring
period without improvement in their employment contracts and key
employee retention programs.  All levels of the Debtors'
management have participated in the cost reduction initiatives,
Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
tells Judge Mitchell of the U.S. Bankruptcy Court for the Eastern
District of Virginia.

Mr. Leitch notes that the Debtors' reorganization is at a
critical phase.  "The confluence of industry losses, a
competitive job market, the attractiveness of Debtors' employees
and public speculation about the Debtors' future have thinned the
management ranks.  The discussions with America West Holdings
Corp. on a potential strategic transaction have exacerbated the
Debtors' employment challenges.  These events may cause important
Management and Salaried Employees to unexpectedly leave the
Debtors' ranks.  The Debtors will be in grave danger if they
start losing critical employees in accelerated and unplanned
fashion."  As many Management and Salaried Employees will be
critical to the Debtors, whether or not a strategic transaction
goes forward, the Debtors have developed a Transaction Retention
Plan.

Mr. Leitch explains that the TRP is designed to retain essential
Management and Salaried Employees during the entire strategic
transaction process or other change of control.  The TRP covers
25 officers and 1,873 Management and Salaried Employees.  The
Management and Salaried Employees range from around 40 Managing
Directors to several hundred analyst and sole contributor
positions, including Accountants, Payroll Analysts and Consumer
Affairs Representatives:

             Classification                   Number
             --------------                   ------
    Analyst/Specialist/Accountant              519
    Manager                                    513
    Supervisor                                 314
    Coordinator                                103
    Director                                    84
    Engineer                                    69
    Project Leader/Manager                      58
    Account Manager                            103
    Representative                              53
    Managing Director                           40
    Executive Assistant                         12
    Attorney                                     4
    Staff Physician                              1
    ------------------------------           -----
    Total                                    1,873

A strategic transaction would be good news for the Debtors, their
creditors, their customers, and the majority of their unionized
employees, Mr. Leitch says.  But a transaction would be mixed
news for the Debtors' officers and Management and Salaried
Employees, which would be affected by workforce reductions,
according to Mr. Leitch.  To be successful, Mr. Leitch says, any
reduction in Management and Salaried Employees pursuant to a
strategic transaction would have to be orderly and timely.
"Otherwise there will be disruptions in the business operations."
Mr. Leitch points out that the success of a transaction will
partially depend on a smooth and efficient integration process
that maintains operating and financial performance and preserves
customer goodwill.  "Unplanned, substantial employee departures
may cripple the airline and destroy the economic value in a
transaction."

The TRP has three components:

   1) Officers and Presidents: the Chief Executive Officer, five
      Executive Vice Presidents, four Senior Vice Presidents and
      13 Vice Presidents, plus the presidents of PSA and Piedmont
      are included in the TRP.

      The New Employment Contracts provide lower benefits than the
      executives' current unassumed contracts.  Because some of
      these executives may not be offered employment after a
      strategic transaction, the Contracts provide severance as
      an incentive to remain with the Debtors, rather than seek
      employment now with other companies.  The TRP targets
      executives whose institutional knowledge and skills are
      critical to any strategic transaction.

      The executives covered by this portion of the TRP are the
      Debtors' most senior and seasoned management.  Their
      experience and stature will be vital to the transaction
      process, yet these qualities make the executives attractive
      to competitors.  The TRP will provide an incentive to these
      executives to remain with the Debtors through a transaction
      and its implementation.

      Due to many uncertainties, it is difficult to estimate the
      likely actual cost of this portion of the TRP.  The highest
      estimate is $18,000,000 if every one of the 25 executives
      were terminated.  If one-third of these executives receive
      severance, the Debtors may pay out $6,000,000.

   2) Management and Salaried Employees: the TRP clarifies and
      expands the existing severance policies for Management and
      Salaried Employees.  The severance policies will assure the
      covered employees that if their position is eliminated in a
      strategic transaction or change of control, they will
      receive severance.

      The majority of the Management and Salaried Employees do not
      have specific contracts regarding severance, so the existing
      severance policies will be amended to clarify that severance
      will be provided even if the employee is terminated due to a
      change in control.  The amended policy will provide for
      three months severance for employees who are involuntarily
      terminated.  Additional severance may be accrued based on
      length of service, up to 52 weeks of severance for Managing
      Directors after 15 years, and 26 weeks, after 20 years, for
      Management and Salaried Employees.  Employees that leave
      voluntarily will receive no severance.

      It is difficult to estimate the number of Management and
      Salaried Employees that will receive severance benefits.  If
      all eligible employees receive severance, the Debtors will
      pay around $32,000,000.  It is more likely that one-third of
      eligible employees will be paid severance benefits at a cost
      of $10,300,000, depending on employee mix.

      The Debtors need to provide valuable Management and Salaried
      Employees with a reason to remain through a strategic
      transaction.  Without 12 weeks of base pay in a change of
      control situation, many of the key Management and Salaried
      Employees will not remain through a transition period for
      which they are needed.  Instead, they will seek new
      employment quickly.

   3) The Retention Payment Program: US Airways' Chief Executive
      Officer or his designee may offer discretionary payments to
      particular Management and Salaried Employees.  This program
      will encourage critical employees to work for the
      restructured entity to ensure a smooth integration.  The
      targeted employees have little prospect of long-term
      employment at the restructured entity.  However, the Debtors
      need their services through implementation of a strategic
      transaction.

      The severance policies may not be enough to retain certain
      employees through the phase-out of overlapping jobs.  When
      an employee's severance is not adequate to persuade them to
      stay with the Debtors, the retention payment feature of the
      TRP will allow the Debtors to provide discretionary
      retention payments to entice the employee to remain with
      the Debtors until a certain date.  The total payments to
      employees will range from $2,500 to $25,000, subject to a
      cap of $50,000.  This feature will not cost the Debtors more
      than $5,000,000.

Mr. Leitch relates that the cost of the TRP is reasonable based
on information from the Debtors' business experience and their
compensation expert.  "The TRP is in line with severance
compensation offered in the airline industry and with Chapter 11
retention programs."

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.  (US Airways Bankruptcy News, Issue
No. 91; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VISTEON CORP: Names D. Stebbins as Pres. & Chief Operating Officer
------------------------------------------------------------------
Mike Johnston, chairman-elect and chief executive officer of
Visteon Corporation (NYSE: VC) reported the appointment of Donald
J. Stebbins, 47, to president and chief operating officer,
effective May 23, 2005.  Mr. Stebbins joins Visteon with over 20
years of leadership experience and a solid history of performance
in managing global business issues.  Reporting to Mr. Johnston, he
will be responsible for Visteon's global operations including
manufacturing, sales, purchasing, product development and quality.

"This is a great time for Don to join our leadership team as we
take steps to increase Visteon's competitiveness in the
marketplace," said Mr. Johnston.  "Don is a highly-regarded leader
with a great reputation at a well-respected company.  His
operational experience and financial expertise combine for a great
foundation from which to drive the restructuring planning
underway."

Mr. Stebbins joins Visteon from Lear Corporation where he was
president and chief operating officer of Lear's operations in
Europe, Asia and Africa.  Prior to this appointment, Mr. Stebbins
was president and chief operating officer of Lear's operations in
the Americas.  Mr. Stebbins joined Lear in 1992 as vice president
and treasurer.  He has held various financial positions of
increasing responsibility throughout the first nine years with
Lear including a 1997 promotion to senior vice president and chief
financial officer.  Prior to joining Lear, Mr. Stebbins held
positions at Bankers Trust Company and Citibank.

Mr. Stebbins holds a bachelor of science degree in finance from
Miami University in Oxford, Ohio and a master's degree in business
administration from the University of Michigan in Ann Arbor,
Michigan.

                      About the Company

Visteon Corporation is a leading full-service supplier that
delivers consumer-driven technology solutions to automotive
manufacturers worldwide and through multiple channels within the
global automotive aftermarket.  Visteon has about 70,000 employees
and a global delivery system of more than 200 technical,
manufacturing, sales and service facilities located in 24
countries.

                        *     *     *

As reported in the Troubled Company Reporter on May 13, 2005,
Moody's Investor Service has lowered the senior implied and senior
unsecured ratings of Visteon Corporation to B3 from B1 and the
Speculative Grade Liquidity Rating to SGL-4 from SGL-3.

The actions follow a recent announcement from the company that it
will delay the filing of its quarterly report on Form 10-Q for its
first quarter of 2005 due to the recent identification of errors
in its accruals for costs principally associated with freight and
material surcharges that relate to prior periods.  In addition,
the Audit Committee of Visteon's Board of Directors has determined
that the company will conduct an independent review of the
accounting for certain transactions originating in the company's
North American purchasing activity.

Also, Standard & Poor's Ratings Services lowered its corporate
credit rating on Visteon Corp. to 'B-' from 'B+'.  The action
reflects concerns about Visteon's liquidity and ongoing viability
after it announced that its cash flow from operations will be
insufficient to fund obligations in 2005.  The company also faces
bank covenant violations.  And it has delayed the filing of its
first quarter 10-Q because of an internal review of certain
accounting errors. This delay could eventually limit the company's
access to its bank credit facilities.


WASHINGTON MUTUAL: Fitch Ups Low-B Ratings on Classes B4 & B5
-------------------------------------------------------------
Fitch Ratings has taken rating actions on six Washington Mutual
residential mortgage-backed certificates:

   Washington Mutual mortgage pass-through certificates, series
   2002-AR2

      -- Class A affirmed at 'AAA';
      -- Class B1 upgraded to 'AAA' from 'AA';
      -- Class B2 upgraded to 'AA' from 'A';
      -- Class B3 upgraded to 'A' from 'BBB';
      -- Class B4 upgraded to 'BBB' from 'BB';
      -- Class B5 upgraded to 'BB-' from 'B'.

Fitch is affirming the 'AAA' rating of the class A certificates
(approximately $224 million).  The upgrades, affecting
approximately $15 million of the outstanding balances, are being
taken as a result of low delinquencies and losses, as well as
increased credit support levels.  To date, WAMU 2002-AR2 has a
very low cumulative loss of $259 million and all of the rated
classes have experienced an increase in credit enhancement
percentage 2.5 times the original.  Delinquency figures have been
relatively stable, with loans delinquent for 90 days or higher
comprising less than 1% of the scheduled pool balance every month
since origination.  The percentage of loans that are 30 days
delinquent has been fluctuating and increased to as high as around
15% of the scheduled pool balance in March 2005.  However, they do
not have a roll over effect on the higher delinquency buckets.

The collateral of the WAMU 2002-AR2 consists of 15- to 40-year
adjustable-rate mortgages that were purchased from trusts
established in connection with the issuance of the Home Savings of
America, FSB, series 1993-4 and the Home Savings of America, FSB,
series 1994-1 by Washington Mutual, FA.  The pool factor (i.e.,
current mortgage loans outstanding as a percentage of the initial
pool) of this deal is 28%.

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


WESBURY UNITED: Fitch Lowers Series 1999 Revenue Bonds to BB
------------------------------------------------------------
Fitch Ratings has downgraded the rating on the outstanding
$14,155,000 Crawford County Hospital Authority Senior Living
Facilities revenue bonds, (Wesbury United Methodist Obligated
Group Issue), series 1999 to 'BB' from 'BBB-'.  The Rating Outlook
is Stable.

The downgrade reflects Wesbury United Methodist Community's  
continued decline in profitability and liquid reserves.  Wesbury
has used internal cash flow to fund renovations to the nursing
center resulting in days cash on hand declining to 118 at Dec. 31,
2004, down from 200 days at Dec. 31, 2000.  Moreover,
profitability has been impaired by nursing beds being taken out of
service and a reduction in per diem nursing rates in 2004 from
2003.  Management expects to continue to fund renovation over the
near term from operations, which may hamper Wesbury's ability to
build cash.  In 2004, excess margin was 0.2%, an improvement from
2003 results.  Debt service coverage fell to 1.6 times in 2004
from 2.0x in 2003 as entrance fee receipts were down from the year
earlier period.  First-quarter financial results are below budget
but should rebound with the expected receipt of Medicaid
settlements.

Despite the above-mentioned concerns, Fitch believes Wesbury's
demand for services remains a credit strength.  Wesbury has
limited competition in its market area and continues to maintain
high occupancy levels.  Moreover, Wesbury expects to benefit from
the provider tax on nursing beds in Pennsylvania.

The Stable Outlook reflects the expectation that reimbursement
rates for nursing services will remain stable over the near term.
This, along with continued high occupancy levels, should allow
Wesbury to return to profitability and adequately meet debt
service obligations.  However, further deterioration in Wesbury's
liquidity position may exert downward pressure on the rating.

Wesbury United Methodist Community is a Type B continuing care
retirement community with 59 independent living villas, 16
independent living apartments, 122 assisted living beds, 210
skilled nursing beds, and a freestanding 37-bed assisted living
facility located in Meadville, Pennsylvania (30 miles south of
Erie, Penn.).  Wesbury covenants to provide audited annual
financial statements and quarterly unaudited financials to
bondholders and the Trustee consisting of income statements,
balance sheets, cash flow information, and changes in net assets.
Fitch notes that disclosure by Wesbury has been timely and has
also included utilization statistics.


WINN-DIXIE: U.S. Trustee Objects to Some Employment Applications
----------------------------------------------------------------
Felicia S. Turner, United States Trustee for Region 21, objects
to the employment applications filed by the Official Committee of
Unsecured Creditors of Winn-Dixie Stores, Inc., and its debtor-
affiliates:

Firm                    Position         Reason
----                    --------         -------
Alvarez & Marsal, LLC   operations and   proposed terms of
                        real estate      retention & compensation
                        advisor          do not comport with
                                         Sections 327 and 330
                                         of Bankruptcy Code

Houlihan Lokey Howard   financial        proposed terms of
& Zukin Capital         advisor          retention & compensation
                                         do not comport with
                                         Sections 327 and 330
                                         of Bankruptcy Code

Akerman Senterfitt      co-counsel       application does not
                                         provide a clear
                                         delineation of the
                                         responsibilities and
                                         duties with co-counsel
                                         Milbank, Tweed, Hadley
                                         & McCloy

Furthermore, the U.S. Trustee objects to the employment of three
separate firms as counsel for the Debtors:  

    -- Skadden Arps, Slate, Meager & Flom,
    -- Smith Hulsey & Busey, and
    -- Togut, Segal & Segal LLP.

Both Skadden and Smith Hulsey, the U.S. Trustee explains, have a
conflict that precludes them from diligently representing the
Debtors in regards to Wachovia Bank, NA.  The U.S. Trustee has
filed a request for reconsideration of the order authorizing
employment of Smith Hulsey & Busey.  The U.S. Trustee believes
that if the Motion for Reconsideration is granted, and the
employment of Smith Hulsey is not approved, the Debtors will be
able to find a firm that can adequately represent their interests
with regards to Wachovia without the need for hiring a third
counsel.  Hiring additional counsel to perform services normally
provided by main counsel results in unnecessary costs to the
Debtors, the U.S. Trustee says.

The U.S. Trustee also objects to the Debtors' employment of
Carlton Fields, P.A., as special real estate litigation counsel.  
The U.S. Trustee believes that previously retained counsel are
qualified and able to handle the very limited matters for which
it seeks to retain Carlton Fields.

Moreover, the U.S. Trustee asserts that the Debtors' proposed
terms of retention and compensation of these firms do not comport
with the requirements of Sections 327 and 330 of the Bankruptcy
Code:

   * Xroads Solutions Group, LLC, as financial and operations
     restructuring consultants;

   * Bain & Company, Inc., to provide finance group services; and

   * The Blackstone Group, L.P., as financial advisors.

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 Extend Reclamation Deadline to June 30
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
directed Winn-Dixie Stores, Inc., and its debtor-affiliates "to
file within ninety days after the Petition date, or such later
date as may be established by the Court upon the motion of the
Debtors" a statement of reclamation setting forth "the extent and
basis, if any upon which the Debtors believe the underlying
Reclamation Claims is not factually or legally valid."  

The 90-day period to file a Statement of Reclamation expires on
May 23, 2005.

The Debtors or any other party-in-interest was also required to
file Value Notices within 60 days after the entry of the Final
Reclamation Order.  The 60-day period to file Value Notices
expires on June 3, 2005.

By this motion, the Debtors ask the Court to extend the deadline
to file any Statement of Reclamation or Value Notices to June 30,
2005.

The Debtors are negotiating with a number of holders of
Reclamation Claims in an effort to resolve the claims
consensually and to avoid the time, expense and inherent risk
involved in any litigation.

Absent an extension, the Debtors will be required to expend
substantial time and resources preparing the Statement of
Reclamation and Value Notices, rather than focusing on resolving
the Reclamation Claims.

              Reclamation Claimants Support Request

Several holders of Reclamation Claims agree to the extension.  
Based on their experience in similar bankruptcy cases involving
the resolution of similar issues with respect to Reclamation
Claims, the Reclamation Claimants believe it will be beneficial
to all constituencies for these efforts to proceed with the
Debtors' representatives, the Official Committee of Unsecured
Creditors and the Trade Vendors working together for the
development of a process to resolve Reclamation Claims and to
address certain other trade issues.

The Reclamation Claimants include:

   -- The Clorox Sales Co.,
   -- ConAgra Foods, Inc.,
   -- Conopco, Inc.,
   -- Frito-Lay, Inc.,
   -- General Mills Inc.,
   -- Kraft Foods Global, Inc.,
   -- Masterfoods USA, a division of Mars, Inc.,
   -- Nestle USA, Inc.,
   -- Pepsi Bottling Group,
   -- The Procter & Gamble Distributing Co.,
   -- Quaker Sales & Distribution, Inc.,
   -- Sara Lee Corporation, and
   -- S. C. Johnson & Son, Inc.

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 Pay PACA Claims Without Further Delay
----------------------------------------------------------
On March 22, 2005, the U.S. Bankruptcy Court for the Southern
District of New York granted Winn-Dixie Stores, Inc., and its
debtor-affiliates authority to pay prepetition claims arising
under the Perishable Agricultural Commodities Act and the Packers
and Stockyard Act.

The procedures established by the PACA Order require the Debtors
to file a Report with the Court setting forth the status and
information on the PACA Claims.

The Debtors and their professionals have devoted a significant
amount of time and effort to reviewing, analyzing, and paying
many of the PACA Claims.  In total, the Debtors received notices
from 118 Claimants asserting PACA Claims, in aggregate, of
approximately $32 million.  As of May 6, 2005, the Debtors have
paid 81 Allowed PACA Claims totaling $19,625,035.  In addition,
the Debtors intend to pay 18 additional Claimants asserting
$3,224,551 in Allowed PACA Claims.

A list of those Claimants that held an Allowed PACA Claim and to
whom payment in full has been made is available for free at:

              http://bankrupt.com/misc/PACA-A.pdf

A list of those Claimants that held an Allowed PACA Claim and to
whom payment will been made without further delay, is available
for free at:

              http://bankrupt.com/misc/PACA-B.pdf

The Debtors found certain PACA Claims that have reconciled and
unreconciled portions.  The Debtors intend to pay the valid
portions without further delay.  The Debtors will continue to
discuss with the claimants the unreconciled portions of those
claims.  A list of those claims is available for free at:

              http://bankrupt.com/misc/PACA-C.pdf

A full-text copy of those claims that the Debtors believe are
invalid is available for free at:

              http://bankrupt.com/misc/PACA-D.pdf

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).


* BOOK REVIEW: The Rise and Fall of the Conglomerate Kings
----------------------------------------------------------
Author:     Robert Sobel
Publisher:  Beard Books
Softcover:  240 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1893122476/internetbankrupt

The marvelous thing about capitalism is that you, too, can be a
Master of the Universe.  If you are of a certain age, you will
recall that is the name commandeered by Wall Street bond traders
in their Glory Days.  Being one is a lot like surfing: you have to
catch the crest of the wave just right or you get slammed into the
drink, and even the ride never lasts forever.  There are no
Endless Summers in the market.

This book is the behind-the-scenes story of the financial wizards
and bare-knuckled businessmen who created the conglomerates, the
glamorous multi-form companies that marked the high noon of post-
World War II American capitalism.  Covering the period from the
end of the war to 1983, the author explains why and how the
conglomerate movement originated, how it mushroomed, and what
caused its startling and rapid decline.  Business historian Robert
Sobel chronicles the rise and fall of the first Masters of the
Universe in the U.S. and describes how the era gave rise to a
cadre of imaginative, bold, and often ruthless entrepreneurs who
took advantage of a buoyant stock market to create giant
enterprises, often through the exchange of overvalued paper for
real assets.  He covers the likes of Royal Little (Textron), Text
Thornton (Litton Industries), James Ling (Ling-Temco-Vought),
Charles Bludhorn (Gulf & Western) and Harold Geneen (ITT).  This
is a good read to put the recent boom and bust in a better
perspective.

While these men had vastly different personalities and processes,
they had a few things in common: ambition, the ability to seize
opportunities that others were too risk-averse to take, willing
bankers, and the expansive markets of the 1960s.  There is
something about an expansive market that attracts and creates
Masters of the Universe.  The Greek called it hubris.

The author tells a good joke to illustrate the successes and
failures of the period.  It seems the young son of a
Conglomerateur brings home a stray mongrel dog.  His father asks,
"How much do you think it's worth?" To which the boy replies, "At
least $30,000." The father gently tries to explain the market for
mongrel dogs, but the boy is undeterred and the next afternoon
proudly announces that he has sold the dog for $50,000.  The
father is proudly flabbergasted,  "You mean you found some fool
with that much money who paid you for that dog?"  "Not exactly,"
the son replies, "I traded it for two $25,000 cats."

While it lasted, the conglomerate struggles were a great slugfest
to watch: the heads of giant corporations battling each other for
control of other corporations, and all of it free from the rubric
of "synergy."  Nobody could pretend there was any synergy between
U.S. Steel and Marathon Oil.  This was raw capitalist power at
work, not a bunch of fluffy dot.commies pretending to defy market
gravity.

History repeats itself, endlessly, because so few people study
history.  The stagflation of the 1970s devalued the stock of
conglomerates and made it useless a currency to keep the schemes
afloat.  The wave crashed and waiting on the horizon for the next
big wave: the LBO Masters of the 1980s.

Robert Sobel was born in 1931 and died in 1999.  He was a prolific
chronicler of American business life, writing or editing more than
50 books and hundreds of articles and corporate profiles.  He was
a professor of business history at Hofstra University for 43 years
and he a Ph.D. from NYU.

                          *********

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

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

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

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

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo 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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***