TCR_Public/050523.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, May 23, 2005, Vol. 9, No. 120

                          Headlines

512 WEST: Voluntary Chapter 11 Case Summary
ACCIDENT & INJURY: U.S. Trustee Picks 7-Member Creditors Committee
ALASKA AIRLINES: Names Amanda Tobin Media Relations Manager
ALASKA AIRLINES: Pilots Ask Court to Vacate Arbitration Decision
AMERICA WEST: US Airways Merger Prompts Fitch to Watch Ratings

AMERICA WEST: US Airways Merger Cues S&P to Retain Watch Negative
ARMSTRONG WORLD: Exclusive Plan Filing Period Intact Until Sept. 5
ARI NETWORK: April 30 Balance Sheet Upside-Down by $5 Million
ATA AIRLINES: Wants to Reject GE Capital Lease for Six Buses
AUBURN FOUNDRY: Union Will Conduct Rule 2004 Exam on June 3

AUTOBYTEL INC: Nasdaq Extends Listing Compliance Date to May 31
AUXILIARY TANK: Case Summary & 20 Largest Unsecured Creditors
BEAR STEARNS: Interest Shortfalls Prompt S&P to Watch Ratings
BUEHLER FOODS: US Trustee Picks 9 Creditors to Serve on Committee
CARROLS CORP: Lenders Waive Default Under Senior Credit Facility

CASKET SHELLS: Voluntary Chapter 11 Case Summary
CATHOLIC CHURCH: Spokane Publishes Sexual Abuse Claim Statistics
CENTENNIAL CELLULAR: Moody's Upgrades 3 Sr. Notes' Junk Ratings
CIDER RIDGE: Case Summary & 17 Largest Unsecured Creditors
COLLINS & AIKMAN: Wants to Hire Carson Fischer as Local Counsel

COLLINS & AIKMAN: Tandus' C&A Floorcoverings Unit Isn't Bankrupt
COLO.COM: Asks Court for Final Decree Closing Bankruptcy Case
COMBUSTION ENGINEERING: Committee Taps Frank/Gecker as Counsel
COMBUSTION ENG'G.: Has Until July 6 to File Notices of Removal
COMPUDYNE CORP: Asks for Oral Hearing to Stay Nasdaq Delisting

CONTINENTAL AIRLINES: Implements Codeshare Pact with Island Air
CREDIT SUISSE: Moody's Affirms $4.6M Class P Certificate at Caa2
CREDIT SUISSE: Moody's Junks Class M & N Mortgage Certificates
CREDIT SUISSE: Losses Prompt Fitch to Withdraw Junk Ratings
DELPHI CORP: Moody's Assigns B1 Rating to Proposed Term Loan B

DT INDUSTRIES: Plan Filing Exclusivity Intact Until July 6
DT INDUSTRIES: Selling 1,527 Shares of Polaroid Holding Stock
E.R. HOFFMAN: Case Summary & 2 Largest Unsecured Creditors
ELDORADO RESORTS: Weak Performance Prompts S&P to Watch Ratings
ENRON CORP: Edison Wants Administrative Expense Payment Allowed

EXIDE TECHNOLOGIES: Moody's Reviews New $290M Notes' Caa1 Rating
FEDERAL-MOGUL: U.S. Trustee Amends Creditors' Committee Membership
FORD MOTOR: Declining Sales Prompt Fitch to Downgrade Ratings
GATEWAY EIGHT: Prepares to Market & Sell American Express Building
GOODYEAR TIRE: Moody's Confirms Debt's Low-B Ratings

HEALTHEAST INC.: S&P Rates $26 Million Series 2005-3A Bonds at BB
IMPERIAL SUGAR: Board Mulls Schultze's Takeover Offer
INTEGRATED ELEC'L.: Covenant Violation Cues S&P to Watch Ratings
INTEGRATED ELECTRICAL: Defaults on Facility EBITDA Requirement
INTERSTATE BAKERIES: Wants to Employ ARMC as Risk Consultants

INTERSTATE BAKERIES: Settles CitiCorp & CitiCapital Leases
JAMES KENNEDY: Voluntary Chapter 11 Case Summary
KAISER ALUMINUM: Court Approves HSBC Bank Claim Settlement
LB-UBS: Moody's Junks $4.99 Million Class N Certificate
LEHMAN BROTHERS: Credit Enhancement Prompts Fitch to Lift Ratings

MAGELLAN AEROSPACE: Posts $14.5 Million Gross Profit in 1st Qtr.
MERIDIAN AUTOMOTIVE: Moody's Withdraws Low-B Loan Ratings
METROPCS INC: Expects to Complete Tender Offer Today
MIRANT CORP: Expands Scope of Ernst & Young's Engagement
MIRANT CORP: Dennis Goad Accepting $450K to Settle $70MM Claim

MIRANT CORP: MAGi Comm. Wants MAGi Notes Properly Classified
MOONEY AEROSPACE: Court Formally Closes Chapter 11 Case
MORGAN STANLEY: Credit Enhancement Prompts Fitch to Lift Ratings
MORTGAGE CAPITAL: Fitch Junks $7.6 Million Class K Certificates
MOSLER INC: Hearing Tomorrow on Entry of a Final Decree

NAKOMA LAND: Case Summary & 33 Largest Unsecured Creditors
NATIONAL ENERGY: Portland General Holds $901,700 Allowed Claim
NATIONAL ENERGY: Court Okays Brascan Energy Claims Settlement Pact
NOMURA CBO: Overcollateralization Cues S&P to Watch Ratings
NORTEL NETWORKS: HSR Waiting Period on PEC Acquisition Expires

NORTH AMERICAN: S&P Cuts Senior Unsecured Debt Rating to CCC+
NORTHWEST AIRLINES: S. Boda Replaces H. Adler as Vice President
NORTHWEST ALUMINUM: Can Sell Shares of Stock & Use Cash Collateral
OAKWOOD HOMES: Poor Performance Prompts S&P to Watch Ratings
OMNICARE INC: Moody's Assigns Ba3 Rating to New $334M Securities
OWENS CORNING: Objects to Wallkill's $400,000 Environmental Claim

OWENS CORNING: Has Until Dec. 5 to Make Lease-Related Decisions
PAYLESS CASHWAYS: Judge Federman Dismisses Bankruptcy Case
PEGASUS COMMUNICATIONS: Nasdaq Issues Delisting Notice
PHOENIX COLOR: Moody's Reviews $105 Million Notes' Junk Rating
PNC MORTGAGE: Moody's Affirms 6 Certs. Classes' Low-B Ratings

PUBLICARD INC: March 31 Balance Sheet Upside-Down by $5.8 Million
PURE FISHING: Disappointing Performance Cues S&P to Pare Ratings
RELIANCE FINANCIAL: Reorganization Plan Took Effect on April 22
RESORTS INT'L: Weak Performance Cues S&P's Negative Outlook
SHOPKO STORES: Earns $600,000 of Net Income in First Quarter

SKILLED HEALTHCARE: Moody's Junks Planned $145M 2nd Lien Term Loan
SKIN NUVO: Wants Kolesar & Leatham as Co-Counsel
SOLUTIA INC: JP Morgan Wants Adversary Complaint Filed Under Seal
SOLUTIA INC: Teachers Insurance Holds Allowed $20.4M Unsec. Claim
SPIEGEL INC: $20 Million Earmarked for Creditor Trust Expenses

STELCO INC; Welcomes George Adams as Mediator
TACK ROOM: Case Summary & 20 Largest Unsecured Creditors
TEKNI-PLEX: Moody's Junks Ratings on $583 Million Notes
TEMBEC INC: Closes Four Manufacturing Plants in Restructuring
THILMANY LLC: S&P Rates Proposed $175MM Sr. Sec. Facility at B+

TOMMY HILFIGER: Negative Operating Trends Cue S&P to Retain Watch
TRANSMETA CORP: Robert Dickinson Joins Board of Directors
TROPICAL SPORTSWEAR: PBGC Says Plan Is Unconfirmable
TROPICAL SPORTSWEAR: South Pacific Objects to Asset Assignment
TRUMP HOTELS: Exits Chapter 11 Protection with New Name

US AIRWAYS: America West Merger Cues S&P to Watch Ratings
US AIRWAYS: Court OKs Notice & Hearing Protocol in Claims Trading
USGEN NEW ENGLAND: ISO New England Claim Estimated at $0
USI HOLDINGS: Attorney General Subpoena Cues S&P to Remove Watch
VIRBAC CORP: Auditors Express Going Concern Doubts

WELLS FARGO: Credit Enhancement Prompts Fitch to Lift Ratings
WELLSFORD REAL: Adopts Liquidation Plan & Reverse Stock Split
WICKES INC: Creditors Committee Taps BBK Ltd as Financial Advisors
WICKES INC: Sells Real Property to Marken LLC for $425,000
WILLBROS GROUP: Reports on Status of Audit Committee Probe

WORLDCOM INC: Gallegoses Can Pursue New Mexico Telemarketing Suit
WORLDCOM INC: Court Approves Mississippi Tax Settlement Pact

* BOND PRICING: For the week of May 16 - May 20, 2005

                          *********

512 WEST: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: 512 West 135 LLC
        512 West 135th Street
        Brooklyn, New York 11201

Bankruptcy Case No.: 05-13704

Chapter 11 Petition Date: May 19, 2005

Court: Southern District of New York (Manhattan)

Judge: Prudence Carter Beatty

Debtor's Counsel: Neal M. Rosenbloom, Esq.
                  Finkel Goldstein Rosenbloom Nash LLP
                  26 Broadway, Suite 711
                  New York, New York 10004
                  Tel: (212) 344-2929
                  Fax: (212) 422-6836

Total Assets: $2,001,000

Total Debts:  $3,908

The Debtor does not have any Unsecured Creditors who are not
insiders.


ACCIDENT & INJURY: U.S. Trustee Picks 7-Member Creditors Committee
------------------------------------------------------------------
The United States Trustee for Region 6 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors in
Accident & Injury Pain Centers, Inc., and its debtor-affiliate's
chapter 11 cases:

   1. KXAS (NBC-5)
      Attn: Jason C. Hutton
      3900 Barnett St.
      Ft. Worth, Texas 76103
      Phone: 817-654-6443, Fax: 817-654-6440

   2. Allstate Insurance Co.
      Attn: Bruce T. Vest
      1500 Citywest, Suite 800
      Houston, Texas 77042
      Phone: 713-430-4922, Fax: 713-430-2934

   3. Ad Cetera, Inc.
      Attn: David Lamoureux
      15540 Spectrum Dr.
      Addison, Texas 75001
      Phone: 972-387-5577, Fax: 972-387-0034

   4. Farmer, Fuqua & Huff, P.C.
      Attn: Stephen A. Fuqua
      555 Republic, #490
      Plano, Texas 75074
      Phone: 214-473-8000, Fax: 214-473-8007

   5. CRO Catering
      Attn: Mark Czaus
      12200 Stemmons Frwy.
      Dallas, Texas 75234
      Phone: 972-888-4277, Fax: 972-888-4279

   6. Jones, Allen & Fuquay
      Attn: Laura Worsham
      8828 Greenville Ave.
      Dallas, Texas 75243
      Phone: 214-343-7400, Fax: 214-343-7455

   7. Southwestern Bell Yellow Pages
      Attn: Steve Walters
      1430 Empire Central, 4th Floor
      Dallas, Texas 75247
      Phone: 800-479-2977 ext. 2044, Fax: 214-879-9187

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

Headquartered in Dallas, Texas, Accident & Injury Pain Centers,
Inc. -- http://www.accinj.com/-- operates clinics that treat
patients with highly advanced therapy equipment and techniques.
The Company and its debtor-affiliates filed for chapter 11
protection on Feb. 10, 2005 (Bankr. N.D. Tex. Case No. 05-31688).
Glenn A. Portman, Esq., at Bennett, Weston & LaJone, P.C.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
estimated assets and debts of $10 million to $50 million.


ALASKA AIRLINES: Names Amanda Tobin Media Relations Manager
-----------------------------------------------------------
Amanda Tobin joined Alaska Airlines as manager of media relations.
In this role, Ms. Tobin will serve as one of the airline's primary
spokespersons to regional and national news media.

"Amanda's decade of experience in both journalism and
communications, coupled with her solid track record serving the
needs of journalists, makes her a strong addition to Alaska's
corporate communications team," said Caroline Boren, managing
director of strategic and corporate communications at Alaska
Airlines.

Ms. Tobin comes to the airline from Puyallup, Wash.-based Good
Samaritan Community Healthcare, where for the past two years she
oversaw comprehensive communications strategies.  She previously
led public relations for Eureka, Calif.-based PBS station KEET.
Starting her career as a journalist, Ms. Tobin has held a variety
of broadcast news positions, serving as assistant news director,
bureau chief, reporter and evening news anchor for CBS television
affiliates.

In addition to her professional roles, Ms. Tobin has been
extensively involved in charity work.  She served as co-host for
the northern California Easter Seals Telethon, received the
distinguished president award from Kiwanis International, and has
served as board member for several non-profit organizations.

Ms. Tobin earned both a master's degree in business administration
and a bachelor's degree in journalism from Humboldt State
University.  She resides in Bellevue, Wash., and is an avid
traveler.

Alaska Airlines is the nation's ninth largest carrier.  Alaska and
its sister carrier, Horizon Air, together serve more than 80
cities in Alaska, the Lower 48, Canada and Mexico.  For more news
and information, visit the Alaska Airlines Newsroom on the
Internet at http://newsroom.alaskaair.com/

Seattle-based Alaska Air Group is the parent company of Alaska
Airlines and Horizon Air Industries.  The company and its sister
carrier, Horizon Air, together serve 80 cities in Alaska, the
Lower 48, Canada and Mexico.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Standard & Poor's Ratings Services lowered its ratings on Alaska
Airlines Inc.'s 9.5% equipment trust certificates (ETCs) due
April 12, 2012, to 'B+' from 'BB', as part of an industry wide
review of aircraft-backed debt.  All other ratings on Alaska
Airlines and parent Alaska Air Group Inc., including the 'BB-'
corporate credit ratings on both, are affirmed.  The outlook
remains negative.

"The lower rating on the ETCs reflects Standard & Poor's concern
that repayment prospects for holders of aircraft-backed debt could
suffer in a potential scenario of multiple, further bankruptcies
of large U.S. airlines weakened by high fuel prices and intense
price competition," said Standard & Poor's credit analyst Betsy
Snyder.  "Downgrades of aircraft-backed debt securities were
focused on debt instruments that would be hurt in such a scenario,
particularly debt backed by aircraft that are concentrated heavily
with large U.S. airlines that would be at greater risk in
negotiated restructurings or sale of repossessed collateral," the
analyst continued.


ALASKA AIRLINES: Pilots Ask Court to Vacate Arbitration Decision
----------------------------------------------------------------
The Air Line Pilots Association filed a lawsuit against Alaska
Airlines in the Federal District Court in Seattle.  The pilots ask
the federal court to vacate the April 30, 2005, decision that,
among other things, reduced pilot pay by as much as 34 percent.

ALPA contends that the Arbitration Board, with Richard Kasher as
Arbitrator, violated the Railway Labor Act, which governs
contracts between Airlines and their employee groups.  Under the
Act, a third-party arbitrator is allowed to settle contract
disputes in the aviation industry.  However, the Arbitration Board
is required to follow rules agreed upon by the parties involved.
The Complaint filed on May 13, 2005, charges that the Arbitration
Board failed to follow these rules with respect to its decision on
hourly wages, the issue work preservation - also known in the
industry as code-sharing agreements - and the subject of profit
sharing.  With respect to work preservation, the rules required
the Arbitrator to find and apply the average of competitor
carriers.  In the decision, the Arbitrator acknowledged an
average, but failed to apply that average, thereby deviating from
or ignoring the negotiated rules for the arbitration.  The
arbitration board also was constrained in its decision by the
positions presented by the Carrier and Union, but failed to follow
either position regarding profit sharing.

The Complaint seeks injunctive relief and a return to the status
quo as it existed prior to the arbitration decision.

"The Association continues to desire to work with Management to
find a fair, equitable and negotiated labor agreement," said Capt.
Mark Bryant, chairman of the Alaska Airlines pilot union.  "The
Association hopes Management will join us in working toward that
goal."

Founded in 1931, the Air Line Pilots Association (ALPA) represents
64,000 pilots at 41 airlines in the United States and Canada
including the 1,500 pilots who fly for Alaska Airlines.

Alaska Airlines is the nation's ninth largest carrier.  Alaska and
its sister carrier, Horizon Air, together serve more than 80
cities in Alaska, the Lower 48, Canada and Mexico.  For more news
and information, visit the Alaska Airlines Newsroom on the
Internet at http://newsroom.alaskaair.com/

Seattle-based Alaska Air Group is the parent company of Alaska
Airlines and Horizon Air Industries.  The company and its sister
carrier, Horizon Air, together serve 80 cities in Alaska, the
Lower 48, Canada and Mexico.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Standard & Poor's Ratings Services lowered its ratings on Alaska
Airlines Inc.'s 9.5% equipment trust certificates (ETCs) due
April 12, 2012, to 'B+' from 'BB', as part of an industry wide
review of aircraft-backed debt.  All other ratings on Alaska
Airlines and parent Alaska Air Group Inc., including the 'BB-'
corporate credit ratings on both, are affirmed.  The outlook
remains negative.

"The lower rating on the ETCs reflects Standard & Poor's concern
that repayment prospects for holders of aircraft-backed debt could
suffer in a potential scenario of multiple, further bankruptcies
of large U.S. airlines weakened by high fuel prices and intense
price competition," said Standard & Poor's credit analyst Betsy
Snyder.  "Downgrades of aircraft-backed debt securities were
focused on debt instruments that would be hurt in such a scenario,
particularly debt backed by aircraft that are concentrated heavily
with large U.S. airlines that would be at greater risk in
negotiated restructurings or sale of repossessed collateral," the
analyst continued.


AMERICA WEST: US Airways Merger Prompts Fitch to Watch Ratings
--------------------------------------------------------------
Fitch Ratings has placed the 'CCC' senior unsecured debt rating of
America West Airlines, Inc., and America West Holdings Corp. on
Rating Watch Negative.  This action follows the announcement by
America West that it would seek to merge with US Airways Group,
Inc., pending approvals from creditors and the U.S. bankruptcy
court overseeing US Airways' Chapter 11 case.  Fitch's rating
action affects approximately $600 million of AWA's outstanding
debt obligations.

The strategic case for a merger between AWA and US Airways rests
on the idea that route network scale and scope will be vital for
both carriers to survive in an industry that is moving inexorably
toward consolidation.  With jet fuel prices still exceeding $1.50
per gallon and with domestic overcapacity continuing to undermine
passenger yields and revenue per available seat mile performance,
both AWA and US Airways face intensifying liquidity pressures
moving into 2006.  For US Airways in particular, a successful
restructuring now appears largely dependent upon the availability
of outside capital to support a postbankruptcy capital structure.

The carriers intend to finance the merger through the addition of
up to $1.5 billion in new capital, including $350 million from
four equity sponsors.  Also included in the new capital is $250
million that would be loaned to the merged carrier by Airbus. The
carriers contemplate obtaining the remaining funding through
agreements with various suppliers and partners, the release of
certain cash reserves, and a $150 million equity rights offering.
If the full amount of targeted capital is raised, the company's
cash balance could approach $2 billion at the time the merger is
consummated.

Although the additional liquidity could provide critical support
for the transaction and the viability of a postmerger entity,
Fitch is concerned about the risk associated with integrating the
carriers' labor forces and route networks.  Optimization of a
combined AWA-US Airways fleet could lead to capacity reduction and
improved operating results versus the current scenario, but
transition costs and potential labor disruption could drain cash
from the merged airline.  This could undermine liquidity at a time
when reconstruction of highly levered balance sheets is essential.
AWA faces scheduled principal payments of $86 million on its
government-guaranteed term loan over the next year (next payment
scheduled for September), but timely payment of obligations could
be threatened if merger-related cash outflows complicate AWA's
liquidity problems later in the year.

America West's 'CCC' rating reflects ongoing concerns over the
airline's limited cash flow generation capacity in an industry
operating environment that remains very difficult in light of high
jet fuel prices and domestic overcapacity.  Although AWA's
relative unit revenue performance improved in the first quarter,
partly as a result of easy comparisons versus weak 2004 yields,
the company still faces a challenging operating outlook for the
remainder of 2005 if jet fuel prices remain near current levels.
AWA's attempts to enter traditional legacy carrier stronghold
markets (e.g. transcontinental routes) were largely unsuccessful
in 2004, and the carrier lacks attractive growth opportunities at
current unit cost levels.  Moreover, revenue performance is likely
to remain under pressure in 2005 as other low-cost carriers
(LCCs), such as Southwest, AirTran, and JetBlue, take new aircraft
deliveries and add capacity in markets served by AWA.

Since the Air Transportation Stabilization Board (ATSB) approved a
$429 million government-guaranteed loan that helped AWA avert a
bankruptcy filing in January 2002, the airline has made only
limited headway in its effort to build operating cash flow and
liquidity.  Unrestricted cash and investments on hand stood at
$254 million on March 31, versus $306 million at year-end 2004.
The poor operating outlook for the entire U.S. airline industry in
2005 provides little support for AWA's weak credit profile.  Fitch
believes that liquidity in a stand-alone case could be undermined
significantly by January 2006 if crude oil prices remain at or
near $50 per barrel.

Resolution of the watch will likely follow the disclosure of the
AWA-US Airways merger plan in future filings made to the SEC and
the bankruptcy court, as well as the receipt of necessary
approvals from relevant bodies (e.g. the ATSB, the bankruptcy
court, and the U.S. Department of Justice).  Fitch will be focused
in particular on the scale of combined fleet restructuring,
estimates of merger implementation costs, and the level of
anticipated revenue and cost synergies.  Potential labor
disruption linked to the effort to resolve seniority and other
integration issues will also be monitored closely.  A downgrade
could follow if AWA's liquidity profile in 2006 is eroded further
or if timely payment of fixed obligations is jeopardized as a
result of the proposed transaction.


AMERICA WEST: US Airways Merger Cues S&P to Retain Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services ratings on America West
Holdings Corp. and subsidiary America West Airlines Inc.,
including the 'B-' corporate credit ratings on both entities,
remain on CreditWatch with negative implications, where they were
placed on April 21, 2005.  The CreditWatch update follows the
announcement that America West has agreed to acquire US Airways
Group Inc., parent of US Airways Inc., both currently operating
under Chapter 11 bankruptcy protection and rated 'D.'

"The combined entity will face significant hurdles, particularly
integration of its labor forces," said Standard & Poor's credit
analyst Betsy Snyder.  "However, the combined entity will benefit
from stronger liquidity following new equity investments and
loans, and a more extensive route network," the analyst continued.
The acquisition, expected to be completed this fall, is subject to
approval by the bankruptcy court overseeing US Airways' bankruptcy
case.

A significant portion of the companies' labor forces are members
of the same national unions (e.g., pilots and flight attendants),
which could aid integration somewhat.  In addition, under
bankruptcy, US Airways has reduced its labor expenses to levels
comparable to those of America West, historically among the lowest
in the U.S. airline industry.  However, labor issues, which have
plagued other airline combinations, could include potential
problems associated with combining seniority lists (which
determine employees' wages, promotions and benefits), a process
that has tended to increase labor costs in previous combinations.
America West will also face other risks associated with improving
profitability at US Airways, a company close to three times its
size.

These risks are expected to be offset somewhat by revenue benefits
of a more extensive route combined route network, with America
West a strong presence in Las Vegas and Phoenix, and US Airways a
strong presence along the East Coast.  US Airways' membership in
the Star Alliance (which America West is expected to join) will
aid the combined entity's competitive position.  The companies'
aircraft fleets, after the termination of leases on 59 Airbus and
Boeing aircraft, will be fairly similar, which will aid
maintenance and crew costs.  America West has indicated it expects
substantial revenue and cost synergies ($600 million a year) from
a combination with US Airways.  In addition, the company's
liquidity will be stronger than either on its own.

Standard & Poor's will resolve the CreditWatch through an
assessment of the combined companies' business and financial risk
profiles.  This assessment will focus on labor integration, cost
and revenue synergies, and the company's its balance sheet and
access to liquidity.  Ratings could be affirmed if Standard &
Poor's concludes that the combined entity's improved liquidity and
expected synergies more than offset intermediate-term labor
integration risks.  Alternatively, ratings could be lowered
modestly if America West is unable to reduce US Airways' losses,
which would result in reduced liquidity.


ARMSTRONG WORLD: Exclusive Plan Filing Period Intact Until Sept. 5
------------------------------------------------------------------
Judge Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware enlarged the period within which Armstrong World
Industries, Inc., and its debtor-affiliates have the exclusive
right to file a chapter 11 plan to September 5, 2005.  The Court
also enlarged the period within which the Debtors have the
exclusive right to solicit acceptances for a chapter 11 plan to
November 7, 2005.

On February 23, 2005, Judge Robreno of the U.S. District Court for
the District of Delaware issued a decision and final order denying
the confirmation of Armstrong World Industries, Inc.'s Fourth
Amended Plan, on the sole basis that the determination by the U.S.
District Court for the District of Delaware that the issuance of
the "Warrants" to AWI's equity holder violated Section 1129(b) of
the Bankruptcy Code.

AWI has filed notices of appeal from the decision and order with
the United States Court of Appeals for the Third Circuit.  AWI has
asked the Third Circuit to expedite the consideration of its
Appeal.

As reported in the Troubled Company Reporter on Apr. 8, 2005, AWI
has reached a global settlement of its ability for asbestos
property damage and has recently entered into a settlement
agreement with the United States Environmental Protection Agency,
which resolves AWI's environmental liabilities at over 19 sites in
various states at which the EPA has alleged AWI might be a
potentially responsible party.

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)


ARI NETWORK: April 30 Balance Sheet Upside-Down by $5 Million
-------------------------------------------------------------
ARI Network Services (OTCBB:ARIS) reported results for the third
quarter ended April 30, 2005.

Revenues for the third quarter of fiscal 2005 were $3.5 million, a
3% increase from revenues of $3.4 million for the third quarter of
the prior year.  Operating income was $554,000 in the third
quarter of fiscal 2005, up from operating income of $246,000 for
the comparable prior period.  Net income was $495,000 for the
third quarter of fiscal 2005, compared to net income of $180,000
for the same period in fiscal 2004.

"As we expected, our profits continued to grow: it was our seventh
consecutive quarter of year-over-year net income growth.  Overall
revenues also grew this quarter after a flat first half of this
year, returning to the revenue growth trajectory that began in
fiscal 2004.  Compared to the third quarter of last year, revenues
from the North American segment of the worldwide equipment
industry - our core market - grew by 5%, more than offsetting
declines in the non-North American segment and in the non-
equipment market," said Brian E. Dearing, chairman and chief
executive officer of ARI.  "Overall, worldwide equipment industry
recurring revenues increased 5% versus last year's third quarter,
indicating a growing base of business."

Dearing said the company's increased net income was due to the
higher revenues and the reduction of approximately $250,000 in
non-cash expenses as a result of the completion of the
amortization of an acquisition.

"Included in the equipment industry catalog and related revenues
are the new revenues from Dealer Marketing Services, an exciting
new product area for ARI, which includes ARI MailSmart(TM) and
WebsiteSmart(TM), as well as from ServiceSmart(TM), a new product
to help end users of equipment manage the maintenance of the units
they operate.  While we do not plan to break out these revenues
formally until next year, I can tell you that these growth
initiatives have generated nearly $250,000 in revenues so far this
year," added Dearing.

"Our newest product, which we introduced late in the third
quarter, is ARI WarrantySmart(TM), an electronic warranty claim
processing system to help dealers and manufacturers streamline the
warranty administration process.  Together, our new products
provide a strong platform for expanding our business by obtaining
new customers and enhancing relationships with our existing
customers," said Dearing.

"Also on a positive note, our cash balance at the end of the third
quarter exceeded non-trade debt.  At the same time, we are
continuing to invest in new product development and in improving
the performance of our European catalog business.  We have
increased our staff in Europe in order to move from a
manufacturer-centric business model to the dealer-centric model
which has been so successful for us in the United States," Dearing
continued.  Dearing also noted that ARI is among the small
businesses who recently received a one-year extension from the
Securities and Exchange Commission for meeting the requirements of
Section 404 of the Sarbanes-Oxley Act.  "We were on schedule to
complete the necessary work this year.  We will now be able to
spread the remaining cost over a longer period of time," said
Dearing.

For the first nine months of fiscal 2005, ARI reported revenues of
$10.0 million, compared to revenues of $9.9 million for the same
period in the prior year.  Operating income was $1.6 million for
the first nine months of fiscal 2005, compared to operating income
of $602,000 for the comparable prior period.  Net income was $1.4
million for the first nine months of fiscal 2005, compared to net
income of $427,000 for the first nine months of fiscal 2004.

Earnings before interest, taxes, depreciation and amortization
(EBITDA) was $767,000 for the third quarter of fiscal 2005, up
from $708,000 for the third quarter of fiscal 2004.  For the first
nine months of fiscal 2005, EBITDA was $2.3 million, up from $2.1
million for the same period in the prior year.

"While we may have fluctuations in the rate of growth from quarter
to quarter, overall we believe ARI is entering a period of renewed
revenue growth.  Our established core catalog business and
innovative new products provide the platform for sustainable,
profitable growth: profits from the catalog business enable us to
invest in new products to drive growth, while the recurring nature
of the revenue enables that growth to be sustainable.  As
indicated previously, we anticipate that we will report increased
net income for the year, with EBITDA flat or up slightly as we
continue to invest in new products and in improving our
operations," said Dearing.

Dearing added that the company received two awards from the
Wisconsin business community in the third quarter - eInnovate's
Technical Knock-Out Award and the IQ (Innovation Quotient) Award
from Small Business Times magazine and the Wisconsin Technology
Council.  "I am very proud of our employees, whose creativity and
dedication to our customers resulted in these awards."

                       About the Company

ARI is a leading provider of electronic parts catalogs and related
technology and services to increase sales and profits for dealers
in the manufactured equipment markets.  ARI currently provides
approximately 83 parts catalogs (many of which contain multiple
lines of equipment) for approximately 70 equipment manufacturers
in the U.S. and Europe.  More than 86,000 catalog subscriptions
are provided through ARI to more than 28,000 dealers and
distributors in more than 120 countries in a dozen segments of the
worldwide equipment market including outdoor power, power sports,
ag equipment, recreation vehicle, floor maintenance, auto and
truck parts aftermarket, marine and construction.  The Company
builds and supports a full suite of multi-media electronic catalog
publishing and viewing software for the Web or CD and provides
expert catalog publishing and consulting services.  ARI also
provides dealer marketing services, including technology-enabled
direct mail and a template-based dealer website service that makes
it quick and easy for an equipment dealer to have a professional
and attractive website.  In addition, ARI e-Catalog systems
support a variety of electronic pathways for parts orders,
warranty claims and other transactions between manufacturers and
their networks of sales and service points.  ARI currently
operates three offices in the United States and one in Europe and
has sales and service agents in England and France providing
marketing and support of its products and services.

At Apr. 30, 2005, ARI Network's balance sheet showed a $5,001,000
stockholders' deficit, compared to a $6,551,000 deficit at
Jul. 31, 2004.


ATA AIRLINES: Wants to Reject GE Capital Lease for Six Buses
------------------------------------------------------------
ATA Airlines, Inc., and General Electric Capital Corporation are
parties to a Commercial Transportation Lease Agreement dated
March 23, 2001, pertaining to six buses manufactured by Thomas
Built Buses, Inc.  ATA Airlines subleased the buses to Chicago
Express, Inc., which used them to transport passengers to and from
its airplanes and the terminal at Midway International Airport in
Chicago, Illinois.

Jeffrey Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, reminds the U.S. Bankruptcy Court for the Southern
District of Indiana that Chicago Express ceased flight operations
in March 2005, and as a result, the Debtors no longer have any use
for the Buses.  Accordingly, the Buses are no longer necessary to
the Debtors' continued operations.

Pursuant to Section 365(a) of the Bankruptcy Code, the Debtors
seek the Court's authority to reject the Bus Lease effective
April 29, 2005, the date the Debtors surrendered possession of the
Buses.

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)


AUBURN FOUNDRY: Union Will Conduct Rule 2004 Exam on June 3
------------------------------------------------------------
The Honorable Robert E. Grant of the U.S. Bankruptcy Court for the
Northern District of Indiana, Fort Wayne Division, directs Auburn
Foundry, Inc., to submit to an examination pursuant to Bankruptcy
Rule 2004 on June 3, 2005, at 10:00 a.m.

The Glass, Molders, Potter, Plastics and Allied Workers
International Union, AFL-CIO-CLC, requested the examination.  The
Union wants Auburn to produce records of all unpaid medical
benefits for the bargaining unit's members and their dependents to
prepare an administrative expense claim.

Richard J. Swanson, Esq., at Macey Swanson and Allman, represents
the Union.

Headquartered in Auburn, Indiana, Auburn Foundry, Inc. --
http://www.auburnfoundry.com/-- produces iron castings for the
automotive industry and automotive aftermarket industry.  The
Company filed for chapter 11 protection on February 8, 2004
(Bankr. N.D. Ind. Case No. 04-10427).  John R. Burns, Esq.,
and Mark A. Werling, Esq., at Baker & Daniels, represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed both estimated debts and
assets of over $10 million.


AUTOBYTEL INC: Nasdaq Extends Listing Compliance Date to May 31
---------------------------------------------------------------
Autobytel Inc. (Nasdaq:ABTLE), a leading Internet automotive
marketing services company, disclosed that a Nasdaq Listing
Qualifications Panel has extended to May 31, 2005, the deadline
for the Company to come into full compliance with Nasdaq
Marketplace Rule 4310(c)(14).

Nasdaq Marketplace Rule 4310(c)(14) requires the Company to make,
on a timely basis, all filings with the Securities and Exchange
Commission required by the Securities Exchange Act of 1934, as
amended.

The Panel's decision to continue the listing of the Company's
shares on The Nasdaq National Market is subject to the condition
that the Company file, on or before May 31, 2005, its Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30,
2004, its Annual Report on Form 10-K for the fiscal year ended
December 31, 2004, its Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2005, and all required
restatements.  In addition, the Company's continued listing is
conditioned on the Company timely filing all periodic reports with
the Securities and Exchange Commission and Nasdaq for all
reporting periods ending on or before December 31, 2006.

If the Company is unable to comply with the conditions for
continued listing required by the Panel, then the Company's shares
of common stock are subject to immediate delisting from The Nasdaq
National Market.  The Company cannot provide any assurance that it
will be able to meet the May 31, 2005, deadline established by
Nasdaq to come into compliance with Nasdaq Marketplace Rule
4310(c)(14).  If the Company's shares of common stock are delisted
from Nasdaq, they may not be eligible to trade on any national
securities exchange or the over-the-counter market.  If the
Company's common stock is no longer traded through a market
system, it may not be liquid, which could affect its price.  In
addition, the Company may be unable to obtain future equity
financing, or use its common stock as consideration for mergers or
other business combinations.

The Company intends to appeal any decision to delist its shares
from The Nasdaq National Market, but cannot provide any assurance
that its appeal will be successful.  Any such appeal will not stay
the decision to delist the Company's shares.

                     Financial Restatements

As previously announced, the Company will restate its financial
statements for the full 2002 fiscal year, the second and third
fiscal quarters of 2003, the full 2003 fiscal year, and the first
and second fiscal quarters of 2004.  The Company currently
believes that the aggregate impact of the expected restated items
on its balance sheet is a reduction of $1.6 million in
stockholders' equity at June 30, 2004, and the net impact on its
statements of operations during the period from January 1, 2002
through June 30, 2004 is a reduction in net income of
$2.7 million, of which $1.6 million impacted the first six months
of 2004.  This change in net impact from that previously reported
is primarily the result of inappropriate revenue recognition in
fiscal years 2002 and 2003 and the first and second fiscal
quarters of 2004, and inappropriate derecognition of an accrual in
2003, which should have been derecognized prior to 2002.  This
information, however, has not been audited and is subject to
change and until such time as the Company is able to file with the
Securities and Exchange Commission its financial statements for
these periods, its existing financial statements should not be
relied upon.

                        About the Company

Autobytel Inc. (Nasdaq:ABTLE), a leading Internet automotive
marketing services company, helps retailers sell cars and
manufacturers build brands through marketing, advertising, data
and CRM (customer relationship management) products and programs.
The Company owns and operates the automotive websites
http://www.Autobytel.com/http://www.Autoweb.com/
http://www.Carsmart.com/http://www.Car.com/
http://www.AutoSite.com/http://www.Autoahorros.com/and
http://www.CarTV.com/as well as AIC (Automotive Information
Center), a trusted industry source of automotive marketing data
and technology for over 20 years.  Autobytel is also a leader in
dealership lead management and CRM solutions and owns and operates
AVV, Inc., a top provider of dealership CRM and sales management
products, and Retention Performance Marketing, Inc., (RPM(R)),
which powers dealerships with cutting-edge customer loyalty and
retention marketing programs.  Autobytel was the most visited new
car buying and research destination in 2004, reaching millions of
car shoppers as they made their vehicle buying decisions.
Autobytel's car-selling sites and lead management products are
used by more of the nation's top-100 e-dealers than any other
program.


AUXILIARY TANK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Auxiliary Tank and Truck Accessories, Inc.
        2909 Broadway Boulevard
        Garland, Texas 75041

Bankruptcy Case No.: 05-35652

Type of Business: The Debtor is an auto parts retailer.
                  See http://www.auxiliarytruck.com/

Chapter 11 Petition Date: May 19, 2005

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtor's Counsel: Randy Ford Taub, Esq.
                  1004 Crystal Springs Drive
                  Allen, Texas 75013

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
International Profit Association                 $32,618
1250 Barclay Boulevard
Buffalo Grove, IL 60089

Arrow Speed                                       $6,782
10614 King William Drive
Dallas, TX 75220

Verizon Superpages                                $6,171
P.O. Box 619009
DFW Airport, TX 75261

Platinum Plus for Business                        $5,316

Curt Manufacturing                                $4,862

Inviro Plastics, Inc.                             $3,520

G.T.S. Telephone                                  $3,420

J&A Manufacturing                                 $2,481

Northern Leasing Systems                          $1,864

Slide Systems                                     $1,577

Data Magic                                        $1,158

Dallas Morning News                               $1,150

Sam Taliaferro                                      $900

Progressive Automotive Systems                      $855

G&K Services                                        $786

Transfer Flow, Inc.                                 $682

Lawson Products                                     $620

Cavalier                                            $483

Yellow Transportation                               $443

Del City                                            $370


BEAR STEARNS: Interest Shortfalls Prompt S&P to Watch Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on classes
G, H, and J of Bear Stearns Commercial Mortgage Securities Inc.'s
commercial mortgage pass-through certificates from series 2001-
TOP2 on CreditWatch with negative implications.

The rating actions reflect the strong likelihood of future
interest shortfalls due to the recovery of approximately $560,000
in litigation expenses related to the 1601 McCarthy litigation.
Once interest shortfalls commence due to the recovery, they are
expected to continue for several pay periods.

As litigation is ongoing, interest shortfalls are expected to
reoccur as new litigation expenses are recovered in the future. As
more details become available regarding the timing and duration of
the interest shortfalls, Standard & Poor's may revise its ratings
as appropriate.

            Ratings Placed On Creditwatch Negative

        Bear Stearns Commercial Mortgage Securities Inc.
           Mortgage pass-thru certs series 2001-TOP2

                      Rating
                      ------
        Class   To              From     Credit Enhancement
        -----   --              ----     ------------------
        G       BB+/Watch Neg   BB+                   3.68%
        H       BB-/Watch Neg   BB-                   2.99%
        J       B+/Watch Neg    B+                    2.18%


BUEHLER FOODS: US Trustee Picks 9 Creditors to Serve on Committee
-----------------------------------------------------------------
The United States Trustee for Region 10 appointed nine creditors
to serve on the Official Committee of Unsecured Creditors in
Buehler Foods, Inc., and its debtor-affiliates' chapter
11 cases:

         1. D&K Healthcare Resources, Inc.
            Attn: Chuck Levy
            8235 Forysth Boulevard
            St. Louis, Missouri 63105
            Tel: 314-727-3485, Fax: 314-727-2951
            Email: CHUCKLEVY@DKHEALTHCARE.COM

         2. PepsiAmericas, Inc.
            Attn: W. Scott Nehs
            3501 Algonquin Road
            Rolling Meadows, Illinois 60008
            Email: Scott.Nehs@pepsiamericas.com

         3. Retail Data Systems of Chicago
            Attn: Brian Podraza
            4248 Belle Aire Lane
            Downers Grove, Illinois 60515
            Tel: 630-435-7200, Fax: 630-435-5705

         4. C.L. Frank Distributors, LLC
            Attn: Timothy P. Slaughter
            2 Plum Street
            Wilder, Kentucky 41076
            Tel: 859-442-4673,  Fax: 859-442-4671
            Email: tslaughter@castellinmicompany.com

         5. Royal Crown Bottling Corp.
            Attn: Nancy King Hodge
            1100 Independence Avenue
            Evansville, Indiana 47714
            Tel: 812-424-7978, Fax: 812-421-3038
            Email: nkhodge@rc-eville.com

         6. Times-Mail
            Attn: Mark P. Wozniak
            813 16th Street
            P.O. Box 849
            Bedford, Indiana 47421
            Tel: 812-277-7221, Fax: 812-275-4194
            Email: markw@tmnews.com

         7. Cadick Poultry Co., Inc.
            Attn: John B. Cadick
            1311 Main Street
            Grandview, Indiana 47615
            Tel: 812-649-4491, Fax: 812-649-5327
            Email: JOHH.CADICK@CADICKFOODS.COM

         8. Kraft Foods Global, Inc.
            Attn: Sandra Schirmang, Sr.
            Three Lakes Drive
            Northfield, Illinois 60093-2753
            Tel: 847-646-6719, Fax: 847-646-4479
            Email: SSCHIRMANG@KRAFT.COM

         9. Coca-Cola Enterprises, Inc.
            Attn: William Kaye
            31 Rose Lane
            East Rockaway, New York 11518
            Tel: 516-374-3705, Fax: 516-569-6531
            Email: billkaye@jllconsultants.com

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

Headquartered in Jasper, Indiana, Buehler Foods, Inc., owns and
operates grocery stores under the BUY LOW and Save-A-Lot banners
in Illinois, Indiana, and Kentucky, North Carolina, and Virginia.
The company also sells gas at about a dozen locations.  In 2004
Buehler Foods acquired 16 Winn-Dixie stores in Louisville,
Kentucky, and renamed them Buehler's Markets.  Founded in 1940,
the company is still run by the Buehler family.  The Company filed
for chapter 11 protection on May 5, 2005 (Bankr. S.D. Ind. Case
No. 05-70961).  Jeral I. Ancel, Esq., at Sommer Barnard Attorneys,
PC, represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
asssets of $10 million to $50 million and debts of $50 million to
$100 million.


CARROLS CORP: Lenders Waive Default Under Senior Credit Facility
----------------------------------------------------------------
Carrols Corporation obtained a Consent and Waiver from its lenders
under its Loan Agreement dated as of Dec. 15, 2004, waiving the
previously disclosed Event of Default caused by Carrols' delay in
delivering its annual financial statements for the 2004 fiscal
year, and extending the time period to deliver such financial
statements, as well as its financial statements for the first
fiscal quarter of 2005, to July 31, 2005.

Carrols Corporation is one of the largest restaurant companies in
the U.S. currently operating 538 restaurants in 17 states.
Carrols is the largest franchisee of Burger King restaurants with
347 Burger Kings located in 13 Northeastern, Midwestern and
Southeastern states.  It also operates two regional Hispanic
restaurant chains that operate or franchise more than 200
restaurants.  Carrols owns and operates 127 Taco Cabana
restaurants located in Texas, Oklahoma and New Mexico, and
franchises eight Taco Cabana restaurants.  Carrols also owns and
operates 64 Pollo Tropical restaurants in south and central
Florida and franchises 25 Pollo Tropical restaurants in Puerto
Rico (21 units), Ecuador (3 units) and South Florida.

                        *     *     *

As reported in the Troubled Company Reporter on May 13, 2005,
Standard & Poor's Ratings Services lowered its ratings on
Syracuse, N.Y.-based Carrols Corp. and placed them on CreditWatch
with developing implications.  Both the corporate credit rating
and the senior secured bank loan rating were lowered to 'CCC+'
from 'B+', while the senior subordinated debt rating was lowered
to 'CCC-' from 'B-.'

"The downgrade and CreditWatch listing follow the company's
disclosure that an event of default occurred under its senior
credit facility as a result of Carrols' failure to timely furnish
its audited financial statements for fiscal year 2004," said
Standard & Poor's credit analyst Kristi Broderick.

The senior secured credit facility is comprised of a $50 million
five-year revolving credit facility and a $220 million six-year
term loan B.  Carrols has no outstanding borrowings (excluding
$10.8 million of outstanding letters of credit) under the
revolving credit facility and has $219.5 million principal
outstanding on its term loan B.

The company's delayed filing of its annual 10-K relates to a re-
evaluation of accounting practices with respect to depreciation
for leasehold improvements and buildings on leased land and its
review of its accounting practices with respect to amortization of
certain intangible assets and accounting for stock options.  While
Carrols has not yet filed its annual 10-K, it has concluded that
it would be necessary to restate its financial statements for
periods ended prior to Jan. 2, 2005.

The event of default enables the lenders to terminate the
revolving credit facility and accelerate the outstanding principal
due on the term loan.  This would clearly have an adverse effect
on Carrols' financial condition.


CASKET SHELLS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Casket Shells Incorporated
        432 First Street
        Eynon, Pennsylvania 18403

Bankruptcy Case No.: 05-52755

Type of Business: The Debtor is a leading manufacturer of quality
                  burial caskets, specializing in customized
                  caskets.  See http://www.casketshellsinc.com/

Chapter 11 Petition Date: May 18, 2005

Court: Middle District of Pennsylvania (Wilkes-Barre)

Judge: John J. Thomas

Debtor's Counsel: Mark J. Conway, Esq.
                  Law Offices of Mark J. Conway PC
                  502 South Blakely Street
                  Dunmore, Pennsylvania 18512
                  Tel: (570) 343-5350
                  Fax: (570) 343-5377

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


CATHOLIC CHURCH: Spokane Publishes Sexual Abuse Claim Statistics
----------------------------------------------------------------
The Diocese of Spokane recently compiled and released a summary of
statistics pertaining to sexual abuse claims against the diocese.

Compiling the numbers served several purposes, said Father Steve
Dublinski, Vicar General.

First, the statistics provide harsh, black-and-white illumination
of the situation so far.  Understanding the breadth and depth of
the situation reinforces its importance as a priority of diocesan
life and ministry.

Second, the report helps deliver the message of what's been done
in the past.  It provides a basis for present and future action as
well.

"Over and over again, Bishop Skylstad has asserted his commitment
to openness and transparency," said Father Dublinski.  "He has
backed that up with concrete action, publicly and privately.  Over
and over again, the bishop and the diocese have been accused of
cover-up, of secrecy.

"Those kinds of accusations sometimes are made more out of anger
and pain than out of fact," said Father Dublinski.  "That's
tragic, and it's understandable.  But with the release of this
information, we all hope that we can help people truly see just
how committed this diocese remains to transparency and to action.
Those aren't just words," he said.  "Those are promises."

The complete statistical breakdown is posted on the diocese's Web
site http://www.dioceseofspokane.org/ Click on "A Safe Net for
Children and Youth."

Some 140 claimants, most male, have come forward with allegations
of sexual abuse against priests and Religious of and/or serving in
the Diocese of Spokane.

Claims are broken down into four categories: Claims settled prior
to the diocese's Chapter 11 filing in December 2004; unresolved
claims in litigation; unresolved claims not in litigation, from
individuals represented by counsel; and unresolved claims not in
litigation, from individuals not represented by counsel.

The earliest accusation of abuse dates back to 1932-36; the most
recent, 1982-89.  The largest damages claimed: $8 million.
The least amount of damages claimed: $25,000.  In most of the
cases, the damage claim is unknown.

Not all those who have reported sexual abuse to the diocese have
wanted their name revealed, a request honored by the diocese.
Some claimants have not requested that the alleged abuser's name
be released, for a variety of reasons; in at least one instance,
the alleged abuser is deceased; in another, the individual is
deceased, and was not a priest of the Spokane Diocese to begin
with.

"The statistics are as clear as we can make them," said Father
Dublinski.  "From the date of the alleged abuse, to the date of
the report to the diocese and, when applicable, the dates and
amounts of settlements, these facts and figures are clear
indicators of the bishop's commitment to resolving valid claims -
with justice, equity, and fairness."

The information helps everyone understand the situation, said
Father Dublinski.  Understanding can help assure it never happens
again.

By releasing the information to the secular media, perhaps the
country's consciousness can be raised a bit, too, in terms of the
extent of sexual abuse throughout American life and culture.
It is a tragic situation that infects not just Churches -- and not
just Catholic churches -- but schools, youth organizations and,
most of all, families, regardless of social or economic standing.
Understanding the extent of the problem is the first step in
recognizing the problem, and then doing something about it.

"Knowledge is power," said Father Dublinski.  "Shared knowledge is
shared power."

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)


CENTENNIAL CELLULAR: Moody's Upgrades 3 Sr. Notes' Junk Ratings
---------------------------------------------------------------
Moody's Investors Service today upgraded the ratings of Centennial
Cellular Operating Co. as described below.  This concludes a
review for possible upgrade initiated in January 2005.  The rating
outlook is stable.

The affected ratings are:

   * Senior implied rating upgraded to B2 from B3;

   * Issuer rating upgraded to B3 from Caa1;

   * Senior Secured Credit Facilities due 2010/2011 upgraded to B1
     from B2;

   * 10.125% Senior Notes due 2013 upgraded to B3 from Caa1;

   * 8.125% Senior Notes due 2014 upgraded to B3 from Caa1; and

   * 10.75% Senior Subordinated Notes due 2008 upgraded to Caa1
     from Caa3.

The ratings upgrade is based upon:

   * the growing profitability of Centennial;

   * its attainment of sustainable free cash flow;

   * as well as its recent initiative to use excess cash to reduce
     debt;

   * Moody's expectation that Centennial will continue to repay
     its obligations ahead of their maturity.

   * Moody's concerns regarding the company's high absolute debt
     level;

   * its business position in the US Wireless marketplace; and

   * the company's exposure to the less stable economy in the
     Dominican Republic.

The B1 rating on the senior secured debt of the company reflects
its priority position in the company's capital structure and
Moody's opinion of the good collateral coverage available to these
lenders as these obligations are secured by the stock and assets
of all the company's material subsidiaries.  The B3 rating on the
senior unsecured notes reflects their subordination to the secured
bank debt as well as the benefit these creditors receive because
the co-obligor of these bonds is Centennial Puerto Rico Operating
Company, an operating subsidiary that generates over 50% of
consolidated EBITDA.  The upgrade to Caa1 for the subordinated
notes reflects the improved recovery prospects for this class as
the principal amount of these obligations reduces.

The stable outlook reflects Moody's opinion that Centennial has
sufficient liquidity to meet its obligations over the intermediate
term from cash on hand and undrawn revolver capacity.  Further,
Moody's expects Centennial to continue to generate meaningful
amounts of free cash flow (cash from operations less capital
expenditures) as its Caribbean operations grow offsetting higher
near term capital spending and potential declines in US Wireless
profitability.

Going forward, the ratings would be positively affected should the
ratio of free cash flow improve to above 8% or higher, although
Moody's understands that this metric may come under near term
pressure due to capital spending on the buildout of new markets in
Michigan and the upgrade of the wireless network in Puerto Rico.
The ratings would face downward pressure should free cash flow
generation not prove sustainable, or the company increases its
debt burden through strategic or other activity.

In fiscal 2004, Centennial grew EBITDA 11.3% to $330.5 million
(including the cable TV operations in Puerto Rico that were
recently sold) as improvements in its Caribbean operations offset
declines from it rural cellular operations in the US.  Notably,
Centennial generated free cash flow of $72.2 million in fiscal
2004, up from $59.4 in fiscal 2003.  These favorable trends have
continued through the first three quarters of the current fiscal
year.  For the last twelve months, free cash flow of $89.9 million
represented 5.4% of total debt.

Earlier this calendar year, Centennial sold its cable television
operations in Puerto Rico for $155 million and is investing the
proceeds to improve its competitive position in the US by
augmenting the footprint of its Michigan cluster, as well as
upgrading its wireless network in Puerto Rico.  Additionally,
Centennial recently repurchased $155 million of its
10.75% subordinated notes with excess cash (after an earlier
$70 million repurchase of that issue).  This combination of strong
operating results and debt reduction are the primary drivers of
the ratings upgrade.

Going forward, Moody's expects Centennial to continue to generate
free cash flow, despite materially higher capital expenditures in
the near term, and that the company will continue to use excess
cash to retire debt.

Headquartered in Wall, New Jersey, Centennial has wireless
operations in two rural areas of the continental US, and wireline
and wireless operations in Puerto Rico and the Dominican Republic,
with LTM revenues of approximately $900 million.


CIDER RIDGE: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Cider Ridge L.L.C.
        121 Brandy Highland Drive
        Oxford, Alabama 36203

Bankruptcy Case No.: 05-41754

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: May 19, 2005

Court: Northern District Of Alabama (Anniston)

Debtor's Counsel: Harry P. Long, Esq.
                  P.O. Box 1468
                  Anniston, Alabama 36202
                  Tel: (256) 237-3266

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
American Express              Value of security:      $8,870,000
25624 APX Financial Center    $3,000,000
Minneapolis, MN 55474

Farmers & Merchants Bank                                $300,000
PO Box 390
Piedmont, AL 36272

Caterpillar Financial                                   $114,764
PO Box 34001
Nashville, TN 37203-0001

ADL Engineering                                          $63,404

Anniston Concrete                                        $32,000

Alabama Power                                            $12,990

Kirk Ponder                                               $9,507

B,B & T Bank                                              $7,310

B,B & T Bank                                              $5,872

Young Oil                                                 $4,400

BSFS Equipment Leasing                                    $2,407

Tractor Rental                                              $750

ABS Business Systems                                        $350

Cider Ridge Golf Course                                     $266

Auto Supply                                                 $182

Alabama Power                                               $175

Bel-Air Turf                                                $168


COLLINS & AIKMAN: Wants to Hire Carson Fischer as Local Counsel
---------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan for
authority to employ Carson Fischer, P.L.C., as their co-counsel.

Jay B. Knoll, Vice-President and General Counsel of Collins &
Aikman Corporation, attests that Carson Fischer is particularly
well-suited to serve as the Debtors' co-counsel because of its
expertise in automotive insolvency matters.

As co-counsel, Fischer will:

   (a) advise the Debtors regarding matters related to their
       customers including issues concerning possible customer
       accommodations to the Debtors, possible access and
       security issues, potential resourcing issues, and
       negotiate with customers regarding these issues;

   (b) advise the Debtors regarding their various relationships
       with vendors, existing supply contracts, continuity of
       supply issues and related matters, and negotiate with
       vendors concerning these issues;

   (c) advise the Debtors on matters relating to the evaluation
       of the assumption, rejection or assignment of unexpired
       leases and executory contracts;

   (d) 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;

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

   (f) take all necessary action to protect and preserve the
       Debtors' estates;

   (g) prepare motions, applications, answers, orders,  reports,
       and papers necessary in the administration of the Debtors'
       estates;

   (h) take any necessary action on behalf of the Debtors to
       obtain confirmation of the Debtors' plan of
       reorganization;

   (i) represent the Debtors in connection with obtaining
       postpetition loans if necessary;

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

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

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

Mr. Knoll assures the Court that the services of Carson Fischer is
intended to be complementary and not duplicative of the services
rendered by the Debtors' other co-counsel, Kirkland & Ellis, LLP.
It is also contemplated that Carson Fischer will act with respect
to those parties-in-interest and matters as to which Kirkland &
Ellis may have a conflict.

Carson Fischer received a $100,000 security retainer from the
Debtors.  In addition, Carson Fischer will bill for legal services
at its standard hourly rates.  The attorneys expected to counsel
the Debtors and their hourly rates are:

             Joseph M. Fischer          $495
             Robert A. Weisberg         $385
             William C. Edmunds         $350
             Lawrence A. Lichtman       $335
             Christopher A. Grosman     $235
             Patrick J. Kukla           $210
             Gina M. Capua              $150

Joseph M. Fischer, Esq., discloses that as part of its diverse
practice, Carson Fischer appears in numerous cases, proceedings
and transactions, some of which may represent claimants and
parties in interest in the Chapter 11 Cases.  Mr. Fischer is
confident that based on a conflicts check, Carson Fischer does not
represent any of the Debtors' creditors in connection with the
Chapter 11 cases.  Mr. Fischer assures the Court that the firm is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

Headquartered in 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
No. 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.


COLLINS & AIKMAN: Tandus' C&A Floorcoverings Unit Isn't Bankrupt
----------------------------------------------------------------
Tandus Group, Inc. reported Wednesday that its wholly owned
subsidiary Collins and Aikman Floorcoverings, Inc. is not
affiliated with the Collins & Aikman Corporation which has been
identified in recent news articles surrounding its Chapter 11
filing and the resignation of its Chief Executive Officer.

Collins and Aikman Floorcoverings, Inc. was an operating unit of
Collins and Aikman Corporation until 1997 when it was then split
off in a sale transaction led by its executive management team and
a private equity sponsor.  Since that time there have been no
legal association or business relationship between the companies
and they have operated independently.

Collins and Aikman Floorcoverings, Inc. markets commercial carpets
under the "C&A Floorcoverings" and "C&A" brand names.

"The confusion caused by such similar company names and some
common history is understandable; however, we want assure the
marketplace that C&A Floorcoverings is healthy and stronger than
ever," said Mac Bridger, CEO of Tandus.  "With the synergies
realized by being part of the Tandus Group, C&A is poised for even
greater growth."

On April 29, 2005, Tandus Group, Inc. reported its financial
results for the fourth quarter and 2004 fiscal year ended January
29, 2005 for its Collins & Aikman Floorcoverings, Inc. and
Subsidiaries.  Net sales in fiscal 2004 increased a strong 9.5%
and Adjusted EBITDA (as defined) for fiscal 2004 increased 19.5%.

This announcement was made solely by Tandus Group, Inc. and was
not sanctioned by anyone associated with Collins & Aikman
Corporation.

                       About the Company

Tandus unites the industry's leading specialized flooring brands -
Monterey, C&A, and Crossley. Drawing upon each brand's individual
strengths, Tandus offers its customers single-source innovative
product design and technology, comprehensive services, and
environmental leadership. Based in Dalton, Ga., Tandus is a
leading commercial floorcoverings company. More information can be
found online at http://www.tandus.com/


COLO.COM: Asks Court for Final Decree Closing Bankruptcy Case
-------------------------------------------------------------
Colo.com asks the U.S. Bankruptcy Court for the Northern District
of California to enter a final decree to formally close its
bankruptcy case.

The Court confirmed the Debtor's First Amended Joint Plan of
Liquidation on April 28, 2003.  Pursuant to the confirmed Plan,
all assets of the Debtor were to be liquidated and the proceeds
distributed to the Debtor's creditors holding allowed claims.

The Debtor tells the Court that entry of a final decree is
appropriate because:

   a) all disputes regarding claims have been resolved and there
      are no more pending contested matters or adversary
      proceedings with the possible exception of miscellaneous
      collection activity in adversary proceedings in which the
      Debtor obtained a judgment that has not been satisfied;

   b) all allowed secured and priority claims have been paid in
      full and the Debtor has made three interim distributions to
      general unsecured creditors totaling $12,188,048.57,
      representing 4.1184% of those creditors' claims;

   c) virtually all the Debtor's assets have been liquidated,
      distributed or abandoned with the consent of the Creditors
      Committee except for approximately $302,000 cash on hand and
      the Debtor's interest in an Italian VAT refund claims of its
      Italian subsidiary;

   d) the Debtor will distribute to unsecured creditors in the
      near future the remaining cash on hand after payment of all
      administrative obligations and the Debtor will make a final
      distribution after it receives the proceeds from the Italian
      VAT refund claims after payment of any residual wind down
      costs; and

   e) all fess owed to the U.S. Trustee, including the 2004 fourth
      quarter fees have been paid and the Debtor will pay any
      remaining fees owed to the U.S. Trustee upon the Court's
      entry of a final decree order.

Headquartered in Brisbane, California, Colo.com was a large
collocation company with 22 data centers across the U.S. that
filed for bankruptcy due to a slowdown in the Web hosting
marketing business.  The Company filed for chapter 11 protection
on May 8, 2001 (Bankr. N.D. Calif. Case No. 01-31262).  Richard M.
Adler, Esq., at Law Offices of Winston and Strawn represents the
Debtor in its restructuring efforts.


COMBUSTION ENGINEERING: Committee Taps Frank/Gecker as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors of Combustion
Engineering, Inc., permission to employ Frank/Gecker LLP and
substitute Frank/Gecker in place of Neal, Gerber & Eisenberg LLP
as its counsel.

The Committee chose Frank/Gecker as its counsel because of its
experience in representing creditors' committees in chapter 11
cases and two attorneys with the Firm, Frances Gecker, Esq., and
Joseph D. Frank, Esq., who previously worked at Neal Gerber, are
most familiar with the Debtor's bankruptcy case.

Frank/Gecker will:

   a) provide the Committee with legal advice with respect to its
      powers and duties the Debtor's bankruptcy case;

   b) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities, financial condition, and
      operation of  the Debtor's business and any other matters
      relevant to the Debtor's chapter 11 case;

   c) advise the Committee with respect to the confirmation of a
      plan of reorganization for the Debtor; and

   d) perform all other legal services for the Committee as
      required in the Debtor's chapter 11 case.

Frances Gecker, Esq., a Partner at Frank/Gecker, is the lead
attorney for the Committee.  Ms. Gecker charges $475 per hour for
her services.

Ms. Gecker reports Frank/Gecker's professionals bill:

    Professional            Designation    Hourly Rate
    ------------            -----------    -----------
    Joseph D. Frank         Partner           $425
    Jeffrey M. Glass        Partner           $340
    Micah R. Krohn Senior   Counsel           $330
    Zane L. Zielinski       Associate         $210
    Christina S. Smith      Paralegal         $165

Frank/Gecker assures the Court that it does not represent any
interest materially adverse to the Committee, the Debtors or their
estates.

Headquartered in Norwalk, Connecticut, Combustion Engineering,
Inc., is the U.S. subsidiary of the ABB Group.  ABB is a leader in
power and automation technologies that enable utility and industry
customers to improve performance while lowering environmental
impacts.  The Company filed for chapter 11 protection on Feb. 17,
2003 (Bankr. D. Del. Case No. 03-10495).  Curtis A. Hehn, Esq., at
Pachulski Stang Ziehl Young & Jones and Jennifer Mo, Esq., at
Kirkpatrick & Lockhart Nicholson Graham represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated more than $100 million in assets
and debts.


COMBUSTION ENG'G.: Has Until July 6 to File Notices of Removal
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Combustion Engineering, Inc., an extension, through and including
July 6, 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.

On Aug. 8, 2003, the Honorable Alfred M. Wolin of the U.S.
District Court confirmed the Debtor's Amended Plan of
Reorganization.  On Dec. 2, 2004, the U.S. Court of Appeals for
the Third Circuit vacated Judge Wolin's confirmation order.

The Debtor explains it is currently negotiating with its creditors
and other parties-in-interest to formulate a revised chapter 11
plan.

The Debtors tell the Court a further extension is warranted
because:

   a) the extension will give the Debtor more opportunity to
      pursue a resolution of the matters raised in the Third
      Circuit Court Opinion and to obtain confirmation of a
      revised plan of reorganization;

   b) the extension will ensure that the Debtor does not forfeit
      valuable rights under Section 1452 of the Bankruptcy Code
      and the extension is in the best interests of the Debtor's
      estate and its creditors; and

   c) the extension will not prejudice the rights of the Debtor's
      adversaries in the Civil Actions since 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 Norwalk, Connecticut, Combustion Engineering,
Inc., is the U.S. subsidiary of the ABB Group.  ABB is a leader in
power and automation technologies that enable utility and industry
customers to improve performance while lowering environmental
impacts.  The Company filed for chapter 11 protection on Feb. 17,
2003 (Bankr. D. Del. Case No. 03-10495).  Curtis A. Hehn, Esq., at
Pachulski Stang Ziehl Young & Jones and Jennifer Mo, Esq., at
Kirkpatrick & Lockhart Nicholson Graham represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated more than $100 million in assets
and debts.


COMPUDYNE CORP: Asks for Oral Hearing to Stay Nasdaq Delisting
--------------------------------------------------------------
CompuDyne Corporation (Nasdaq:CDCYE), an industry leader in
sophisticated security products, filed a request for an oral
hearing to stay the Nasdaq's delisting procedure.

As previously reported, on May 4, 2005, the Company received a
notice from the Listing Qualifications Department of The Nasdaq
Stock Market stating that due to the Company's failure to timely
file its Sarbanes-Oxley 404 Report, the Company was no longer in
compliance with the requirements of Marketplace Rule 4310(c)(14).
The Rule requires the Company to file with Nasdaq copies of all
reports required to be filed with the Securities and Exchange
Commission on or before the date they are required to be filed
with the SEC.

The Nasdaq Stock Market notified the Company that the Company's
securities will be delisted from The Nasdaq Stock Market at the
opening of business on May 13, 2005, unless the Company requests a
hearing appealing the delisting with The Nasdaq Stock Market's
Listings Qualifications Panel in accordance with the Marketplace
Rules 4800 Series.  Such a request for an appeal to the Panel will
stay the delisting of the Company's securities pending the Panel's
decision.

The Company has timely filed its appeal to the delisting to the
Panel and is working diligently to file its 404 Report.

                        Internal Controls

Management has determined that, as of Dec. 31, 2004, the Company
did not maintain effective controls over the accounting for income
taxes, including the determination of income taxes payable,
deferred income tax assets and liabilities and the related income
tax provision.  Specifically, the Company did not have effective
controls over the reconciliation of the difference between the tax
basis and the financial reporting basis of the Company's assets
and liabilities with the deferred income tax assets and
liabilities.  Additionally, there was a lack of oversight and
review over the income taxes payable, deferred income tax assets
and liabilities and the related income tax provision accounts by
accounting personnel with appropriate financial reporting
expertise.  This control deficiency resulted in an audit
adjustment to the fourth quarter 2004 financial statements.
Additionally, this control deficiency could result in a
misstatement of income taxes payable, deferred income tax assets
and liabilities and the related income tax provision that would
result in a material misstatement to annual or interim financial
statements that would not be prevented or detected. Accordingly,
management has determined that this control deficiency constitutes
a material weakness.

A material weakness is a control deficiency, or combination of
control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected.

Management further determined that, as of December 31, 2004, the
Company did not maintain effective control over the accounting for
and review of significant, non-routine transactions.
Specifically, the Company did not have effective controls over the
accounting for a non-routine change order to a customer contract
to ensure that the accounting for the change order was in
accordance with generally accepted accounting principles.  This
transaction impacted contract revenues, contract costs in excess
of billings and accounts receivables.  This control deficiency
resulted in an audit adjustment to the fourth quarter 2004
financial statements.  Additionally, this control deficiency could
result in a misstatement of contract revenues, contract costs in
excess of billings and accounts receivables that would result in a
material misstatement to annual or interim financial statements
that would not be prevented or detected.  Accordingly, management
has determined that this control deficiency constitutes a material
weakness.

The Company expects that these material weaknesses will result in
an adverse opinion by the Company's independent registered public
accounting firm on the effectiveness of the Company's internal
control over financial reporting as of December 31, 2004.

To address these material weaknesses, the Company has:

   (1) engaged an outside tax consultant, other than from the
       Company's independent registered public accounting firm,
       and intends to implement an ongoing training program to
       enhance the  capabilities of its internal tax personnel;
       and

   (2) instituted new procedures requiring the accounting for all
       significant, non-routine transactions to be approved by the
       Corporate Accounting group.

CompuDyne Corporation provides products and services to the public
security markets.  The Company operates in four distinct segments:
Institutional Security Systems, Attack Protection, Federal
Security Systems, and Public Safety and Justice.


CONTINENTAL AIRLINES: Implements Codeshare Pact with Island Air
---------------------------------------------------------------
Continental Airlines (NYSE: CAL) will begin codesharing with
Island Air this fall, allowing Continental customers to
conveniently access more community and resort destinations in
Hawaii on flights operated by Island Air from Honolulu.

Island Air serves more destinations in the state of Hawaii than
any other airline.  Cities to be served by Island Air from
Honolulu International Airport under the 'CO' code include:
Kahului and Kapalua West-Maui on Maui; Kona and Hilo on Hawaii;
Lihue on Kauai; Lanai and Molokai.  Continental customers will
need to check in only once for these connecting flights, receiving
seat assignments and boarding passes to their final destination as
well as through service luggage transfers.

"With the popularity of our Hawaii flights and the overall strong
demand for service to Hawaii, we continue to look for more
opportunities in the islands for our customers," said Mark Erwin,
Continental's senior vice president Asia/Pacific and corporate
development.  "This agreement allows us to offer seamless service
to all of the Hawaiian islands at all times."

"We are excited to be able to partner with a leading carrier like
Continental Airlines," said Robert Mauracher, CEO of Island Air.
This codeshare agreement allows us to further expand our services
to mainland markets.  This partnership is a significant step
forward for Island Air and we look forward to working with
Continental Airlines for many years to come."

Continental's service from Hawaii to its Houston, New York and
Cleveland hubs provides travelers with connections to 280
destinations worldwide.  The airline currently operates twice-
daily nonstop flights between Houston and Honolulu; daily nonstop
service between Houston and Kahului, Maui; between Newark Liberty
International Airport and Honolulu; and between Los Angeles and
Honolulu.  The airline also operates service between Honolulu and
Nagoya, Japan, Guam and the Marshall Islands.

Members of Continental's frequent flyer program, OnePass, will be
able to earn and redeem miles on Island Air flights.

Continental Airlines -- http://continental.com/-- is the world's
sixth-largest airline, serving 128 domestic and 111 international
destinations -- more than any other airline in the world -- and
serving nearly 200 additional points via codeshare partner
airlines.  With 42,000 mainline employees, the airline has hubs
serving New York, Houston, Cleveland and Guam, and carries
approximately 51 million passengers per year.  FORTUNE ranks
Continental one of the 100 Best Companies to Work For in America,
an honor it has earned for six consecutive years.  FORTUNE also
ranks Continental as the top airline in its Most Admired Global
Companies in 2004.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Standard & Poor's Ratings Services lowered its ratings on selected
enhanced equipment trust certificates (EETCs) of Continental
Airlines Inc. (B/Negative/B-3) as part of an industrywide review
of aircraft-backed debt.  Those and EETC ratings that were
affirmed were removed from CreditWatch, where they were placed
with negative implications Feb. 24, 2005.

"The rating actions reflect Standard & Poor's concern that
repayment prospects for holders of aircraft-backed debt could
suffer in a potential scenario of further multiple bankruptcies of
large U.S. airlines weakened by high fuel prices and intense price
competition," said Standard & Poor's credit analyst Philip
Baggaley.  "Downgrades of EETCs were focused on debt instruments
that would be hurt in such a scenario, particularly debt backed by
aircraft that are concentrated heavily with large U.S. airlines
and junior classes that would be at greater risk in negotiated
restructurings or sale of repossessed collateral," the credit
analyst continued.

As reported in the Troubled Company Reporter on Feb. 28, 2005,
Standard & Poor's Ratings Services placed its single-B ratings on
Continental Airlines Inc. equipment trust certificates and
enhanced equipment trust certificates on CreditWatch with negative
implications.  S&P's rating action does not affect issues that are
supported by bond insurance policies.

"The CreditWatch review is prompted by Standard & Poor's concern
that a prolonged difficult airline industry environment,
characterized by high fuel prices, excess capacity, and intense
price competition in the domestic market, has weakened the
financial condition of almost all U.S. airlines and increased
the risk of widespread simultaneous bankruptcies," said Standard &
Poor's credit analyst Philip Baggaley.


CREDIT SUISSE: Moody's Affirms $4.6M Class P Certificate at Caa2
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of six classes and
affirmed the ratings of twelve classes of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2001-CK6 as:

   -- Class A-2, $113,008,926, Fixed, affirmed at Aaa

   -- Class A-3, $578,921,000, Fixed, affirmed at Aaa

   -- Class A-X, Notional, affirmed at Aaa

   -- Class A-CP, Notional, affirmed at Aaa

   -- Class B, $39,057,000, Fixed, upgraded to Aaa from Aa2

   -- Class C, $14,646,000, Fixed, upgraded to Aa2 from Aa3

   -- Class D, $28,852,000, WAC Cap, upgraded to A1 from A2

   -- Class E, $14,647,000, WAC Cap, upgraded to A2 from A3

   -- Class F, $12,205,000, WAC Cap, upgraded to A3 from Baa1

   -- Class G, $14,647,000, WAC Cap, upgraded to Baa1 from Baa2

   -- Class H, $14,645,000, Fixed, affirmed at Baa3

   -- Class J, $16,025,000, Fixed, affirmed at Ba1

   -- Class K, $18,583,000, Fixed, affirmed at Ba2

   -- Class L, $6,969,000, Fixed, affirmed at Ba3

   -- Class M, $6,969,000, Fixed, affirmed at B1

   -- Class N, $6,969,000, Fixed, affirmed at B2

   -- Class O, $4,646,000, Fixed, affirmed at B3

   -- Class P, $4,646,000, Fixed, affirmed at Caa2

As of the May 17, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 6.6% to
$921.1 million from $986.4 million at securitization.  The
Certificates are collateralized by 196 mortgage loans secured by
commercial and multifamily properties.  The loans range in size
from less than 1.0% to 7.5% of the pool, with the top ten loans
representing 36.1% of the pool.

Three loans, including the Bel Alliance GT 2 Portfolio Loan
($57.4 million - 6.2%), the second largest loan, have defeased and
have been replaced with U.S. Government securities.  The defeased
loans represent 7.5% of the pool.  Two loans have been liquidated
from the pool, resulting in realized losses of approximately
$284,000.

Seven loans, representing 3.1% of the pool, are in special
servicing.  The largest loan in special servicing is the Biltmore
Square Mall Loan ($26.0 million - 2.8%), the fifth largest loan,
which was transferred to special servicing in April 2005 due to
imminent default.  The loan sponsor is Simon Property Group, Inc.
(Moody's preferred stock rating Baa3; positive outlook).  The
property's occupancy has dropped to 65.0% from 82.0% at
securitization.  The loan was recently transferred to the special
servicer and Moody's expects a significant loss.  Moody's has
estimated aggregate losses of $300,000 for the remaining specially
serviced loans.  Forty-four loans, representing 19.6% of the pool,
are on the master servicer's watchlist.

Moody's was provided with partial year or calendar year 2004
operating results for 93.5% of the performing loans.  Moody's loan
to value ratio is 89.3%, compared to 87.9% at securitization.  The
upgrade of Classes B, C, D, E, F and G is primarily due to
increased subordination levels.

The top three loans represent 15.5% of the outstanding pool
balance.  The largest loan is the Avalon Pavilions Loan
($69.4 million - 7.5%), which is secured by a 932-unit luxury
multifamily property located approximately 7 miles east of
Hartford in Manchester, Connecticut.  The property's performance
has recently been impacted by competitive market conditions, which
have resulted in increased rental concessions and decreased
revenue.  The property was 94.0% occupied as of September 2004,
compared to 96.0% at securitization.  The loan is on the master
servicer's watchlist. Moody's LTV is 97.2% compared to 86.7% at
securitization.

The second largest loan is the Washington Design Center Loan
($47.3 million - 5.1%), which is secured by a 387,500 square foot
showroom/office building located in Washington, D.C.  The showroom
space primarily serves tenants in the residential furnishing and
building products industries.  The property's performance has been
stable since securitization.  The property is 97.0% occupied,
compared to 95.0% at securitization.  Moody's LTV is 86.5%,
compared to 89.6% at securitization.

The third largest loan is the Rockland Center Loan ($26.7 million
- 2.9%), which is secured by a 259,300 square foot retail center
located approximately 30 miles northwest of New York City in
Nanuet, New York.  The property 100.0% occupied, the same as at
securitization, and is anchored by Pathmark, Office Depot and
Petsmart.  Moody's LTV is 87.2%, compared to 90.1% at
securitization.

The pool's collateral is a mix of:

   * retail (38.0%),
   * multifamily (27.7%),
   * office (10.7%),
   * mixed use (9.0%),
   * U.S. Government securities (7.5%),
   * industrial and self storage (6.1%) and
   * lodging (0.9%).

The collateral properties are located in 36 states and Washington,
D.C.  The highest state concentrations are:

   * California (12.7%),
   * Texas (9.0%),
   * North Carolina (8.6%),
   * Connecticut (7.5%) and
   * Florida (7.1%).

All of the loans are fixed rate.


CREDIT SUISSE: Moody's Junks Class M & N Mortgage Certificates
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes,
downgraded the ratings of three classes and affirmed the ratings
of ten classes of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2001-
CK1 as:

   -- Class A-1, $31,988,970, Fixed, affirmed at Aaa
   -- Class A-2, $149,000,000, Fixed, affirmed at Aaa
   -- Class A-3, $498,435,000, Fixed, affirmed at Aaa
   -- Class A-X, Notional, affirmed at Aaa
   -- Class A-Y, Notional, affirmed at Aaa
   -- Class A-CP, Notional, affirmed at Aaa
   -- Class B, $42,917,000, Fixed, upgraded to Aaa from Aa2
   -- Class C, $45,441,000, Fixed, upgraded to A1 from A2
   -- Class D, $12,621,000, Fixed, upgraded to A2 from A3
   -- Class E, $12,623,000, Fixed, upgraded to A3 from Baa1
   -- Class F, $20,196,000, Fixed, upgraded to Baa1 from Baa2
   -- Class G, $17,672,000, Fixed, affirmed at Baa3
   -- Class H, $17,450,000, Fixed, affirmed at Ba1
   -- Class J, $27,421,000, Fixed, affirmed at Ba2
   -- Class K, $7,479,000, Fixed, affirmed at Ba3
   -- Class L, $7,478,000, Fixed, downgraded to B2 from B1
   -- Class M, $14,957,000, Fixed, downgraded to Caa1 from B2
   -- Class N, $4,986,000, Fixed, downgraded to Caa2 from B3

As of the May 18, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 7.5% to
$921.8 million from $997.1 million at securitization.  The
Certificates are collateralized by 136 mortgage loans secured by
commercial and multifamily properties.  The loans range in size
from less than 1.0% to 8.2% of the pool, with the top ten loans
representing 41.3% of the pool.  The pool includes two investment
grade shadow rated loans, representing 7.6% of the pool, and a
conduit component, representing 92.4% of the pool.  Five loans,
representing 3.5% of the pool, have defeased and have been
replaced with U.S. Government securities.  One loan has been
liquidated, resulting in a realized loss of approximately $19,000.

Five loans, representing 1.5% of the pool, are in special
servicing.  Moody's has estimated aggregate losses of $700,000 for
all of the specially serviced loans.  Thirty-three loans,
representing 37.6% of the pool, are on the master servicer's
watchlist.  Watchlisted loans include four of the top ten loans in
the pool.

Moody's was provided with partial year or calendar year 2004
operating results for 99.0% of the performing loans.  Moody's loan
to value ratio for the conduit component is 87.9%, compared to
84.5% at securitization.  The upgrade of Classes B, C, D, E and F
is primarily due to increased subordination levels.  The downgrade
of Classes L, M and N is due to LTV dispersion.  Based on Moody's
analysis, 27.9% of the conduit pool has a LTV greater than 100.0%,
compared to 1.0% at securitization.  Eighteen loans, representing
7.0% of the pool, have debt service coverage of 0.9x or less based
on the borrowers' reported operating performance and the actual
loan constant.

The largest shadow rated loan is the First Union Building Loan
($35.3 million - 3.8%), which is secured by a 256,000 square foot
office condominium interest in two adjacent office buildings
located in downtown Philadelphia, Pennsylvania.  The property is
100.0% leased by Wachovia Bank (Moody's senior unsecured rating
Aa2; lease expiration 2020).  Moody's current shadow rating is
Baa2, the same as at securitization.

The second shadow rated loan is the 747 Third Avenue Loan
($34.7 million - 3.8%), which is secured by a 410,000 square foot
office building located in midtown Manhattan.  The building is
occupied primarily by smaller tenants with the largest tenant
occupying 7.3% of the premises.  Although the property's occupancy
has dropped to 92.4% from 98.0% at securitization, financial
performance has improved due to higher rental rates.  Moody's
current shadow rating is Baa1, compared to Baa2 at securitization.

The top three conduit loans represent 20.2% of the outstanding
pool balance.  The largest conduit loan is the Stonewood Center
Mall Loan ($76.2 million - 8.2%), which is secured by a 1.0
million square foot regional mall located approximately 13 miles
southeast of Los Angeles, in Downey, California.  The mall is
anchored by J.C. Penney, Robinsons-May, Sears and Mervyn's.  The
mall is 99.0% occupied, compared to 94.0% at securitization.
Moody's LTV is 67.7%, compared to 74.4% at securitization.

The second largest conduit loan is the 150 Spear Street Loan
($74.5 million - 8.1%), which is secured by a 256,000 square foot
office building located in downtown San Francisco, California.
The largest tenant is Providian Financial Corporation (Moody's
senior unsecured rating B2; on review for possible upgrade; 31.0%
NRA; lease expiration June 2006).  The property was 98.0% occupied
at securitization.  It is expected that occupancy will drop to
73.0% at the end of this month due to the lease expiration of
Wachovia Bank (12.0% NRA).  Wachovia vacated its premises in
January 2003 but has continued to make rental payments for the
duration of its lease term.  The property's net operating income
has declined significantly since securitization as both occupancy
and rental rates have declined, and it is expected that the
property's performance will continue to be negatively impacted by
the weak San Francisco office market.  Moody's LTV is in excess of
100.0%, compared to 89.7% at securitization.

The third largest conduit loan is the Central Plaza Loan
($36.3 million - 3.9%), which is secured by a 786,000 square foot
office complex located in Los Angeles, California.  The property
86.0% occupied, essentially the same as at securitization.  The
largest tenant is Pacific Bell (17.0% NRA; lease expiration July
2005).  The property's net operating income has increased
significantly due to increased rental rates.  Moody's LTV is
75.0%, compared to 84.5% at securitization.

The pool's collateral is a mix of:

   * office and mixed use (32.7%),
   * retail (29.4%),
   * multifamily (24.4%),
   * industrial and self storage (8.2%),
   * U.S. Government securities (3.5%) and
   * lodging (1.8%).

The collateral properties are located in 33 states.  The highest
state concentrations are:

   * California (34.4%),
   * Texas (7.9%),
   * Pennsylvania (7.6%),
   * New York (6.8%) and
   * Florida (4.3%).

All of the loans are fixed rate.


CREDIT SUISSE: Losses Prompt Fitch to Withdraw Junk Ratings
-----------------------------------------------------------
Fitch Ratings withdrew the 'C' rating of Credit Suisse First
Boston (CSFB) Mortgage Securities Corp.'s commercial mortgage
pass-through certificates, series 1999-C1 class N.  The balance
has been reduced to zero due to realized losses caused by the
liquidation of the Blue Hills Office Park in Canton,
Massachusetts.


DELPHI CORP: Moody's Assigns B1 Rating to Proposed Term Loan B
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of Delphi
Corporation, senior implied to B2 from Ba2, and has assigned a B1
rating to the company's proposed new term loan B.  Delphi is
seeking to increase its term revolving credit facility from
$1.5 billion up to $2.0 billion and to raise a new 6 year term
loan from its banks.  The $750 million term loan has been launched
by the agent banks, and may be increased up to $1 billion.

The rating actions reflect the outlook for further operating
losses and negative free cash flow generation at Delphi as a
result of:

   * lowered expectations of auto production volumes in North
     America, particularly from its largest customer, General
     Motors;

   * an uncompetitive cost structure in its North American
     operations; and

   * substantial funding requirements for its domestic pension
     plans and ongoing restructuring programs.

By sourcing up to $1 billion from the term loan and increasing the
amount of its committed term revolver under revised terms and
conditions, the company will secure additional resources and
improved capacity to address its legacy cost issues and
$0.5 billion of maturing notes over the next year.  However, in
structuring the bank transactions as secured obligations the
priority of unsecured creditors will be adversely affected, and
the lower ratings for junior obligations within the company's
capital structure consider the potential for lower recovery in
distressed scenarios.

Given the continued pressures on automotive production in North
America, the company's continued concentration of sales to GM, and
the need to take further, as yet unspecified, actions to achieve a
more competitive cost structure, Moody's believes that Delphi's
near term earnings prospects remain uncertain and that cash flow
shortfalls could require further external funding which should be
accomodated within the new credit structure.  Consequently, the
rating outlook is negative.

Ratings downgraded were:

Delphi Corporation:

   * Senior Implied to B2 from Ba2

   * Bank revolving credit facility to B1 from Ba2 (incorporating
     the granting of security for the facility in conjunction with
     the new term loan)

   * Senior Unsecured to B3 from Ba2

   * Shelf ratings to (P)B3 from (P)Ba2 for senior unsecured; to
     (P)Caa2 from (P)Ba3 for subordinated, and to (P)Ca from (P)B1
     for preferred

   * Issuer rating to B3 from Ba2

Delphi Trust(s):

   * Backed preferred stock to Caa2 from Ba3

   * Shelf ratings to (P)Caa2 from (P)Ba3

Ratings assigned were:

Delphi Corporation:

   * Senior Secured term loan at B1

   * Delphi Corporation's short term rating is unchanged at Not
     prime

Delphi faces a significant challenge in achieving a turnaround of
its auto parts business and stabilizing its financial position.
The company's cost structure is burdened by significant legacy
liabilities for retirees and high wage and benefit costs for
active workers.  The declining production volumes of North
American auto makers, particularly GM, have reduced operating
efficiency and exacerbated this weakness in the company's cost
structure.  At the same time, the company's margins have been
squeezed by the continued price reductions granted to OEM's and
rising prices for commodity materials such as steel and plastic
resins.

Moreover, the company continues to carry a number of business
units in its Automotive Holdings Group that represent an ongoing
drag on performance.  While Delphi has pursued restructuring
initiatives to address its cost structure, they have been more
than offset by the current adverse trends, and more significant
actions are needed to sustain the company's long term competitive
viability.  While the broader environment in which auto OEM's are
seeking to achieve labor cost concessions could provide
opportunities for Delphi to achieve some improvements in its cost
structure, the company has not yet articulated a specific
strategy.  Consequently, Moody's anticipates that Delphi may
continue to demonstrate weak performance, including operating
losses and cash flow deficits for the foreseeable future.

In addition to its operating weaknesses, Delphi must address
several other business and financial challenges during the near
term.  These include:

   * addressing management succession at the CEO and CFO levels;

   * resolving accounting and SEC investigations which have
     delayed its filing of financial statements;

   * addressing possible material weaknesses in its internal
     controls which led to accounting irregularities;

   * resolving pending shareholder litigation; and

   * ensuring its continued access to adequate funding to address
     upcoming pension contributions and debt maturities.

The proposed bank financing, in conjunction with existing cash
resources, should provide adequate liquidity for near term needs,
but is contingent on the company's ability to resolve its
accounting issues and provide financial statement before the end
of September.  The ratings anticipate the successful completion of
this financing within that timeframe.  Ultimately, the company's
rating outlook will be a function of a new management team's
ability to define and execute a long term strategy to address the
company's business and financial challenges and further improve
the company's liquidity and funding structure.

Delphi's financing initiatives will provide near term financing
flexibility to allow the company to begin to address business
challenges while meeting upcoming cash needs.  Over the next
15 months Delphi will face contributions to its domestic pension
plans of approximately $1.7 billion and the maturity of a
$500 million note issue.

Further, ongoing restructuring actions to lower its employment
costs could add an additional $200 million in cash outflows over
the same time frame.  When combined with the adverse effects on
cash flow of lower production volumes from General Motors, un-
recouped higher raw material costs, and agreed customer price-
downs, Delphi is expected to require additional external funding
over the near term which the increased size of the revolver and
funding from the new term loan address.  Asset sale proceeds may
supplement cash flow from operations, but Moody's would expect the
net effect to result in the need for higher debt levels by mid-
2006 than the approximately $4.3 billion pro forma balance sheet
level at March 31, 2005.

When the present value of operating leases are included in
adjusted debt as well as use of securitization and factoring
facilities, the company's leverage would be in the mid-to-high 5
times range (Adjusted debt ex-pension/EBITDAR).  The company's
recent announcement of the need to establish a valuation allowance
against its deferred tax assets is expected to result in
substantial negative shareholders equity, but will not have a cash
flow impact.

Delphi's funding plans are designed to address the company's
requirements by maintaining substantial balance sheet liquidity
and committed revolving credit availability which in total could
be up to approximately $3 billion.  Nonetheless, the incremental
leverage taken on results in higher carrying costs.  Debt coverage
ratios will weaken as the current and prospective challenging
operating environment continues to adversely affect profitability
and cash flows.  With higher leverage, weaker debt protection
measures, and negative cash flow, balanced by a meaningful
liquidity profile, the senior implied rating has been reduced to
B2.  A negative outlook has been assigned in light of the
potential need for higher levels of indebtedness, uncertainties
associated with the values and timing of future asset sales, and
continuing correlation to GM's North American production volumes
and market share.

Delphi is planning to put in place a secured six year bank term
loan of between $750 million and $1,000 million.  In addition, the
company expects to increase its term revolving credit from
$1.5 billion up to $2.0 billion.  Delphi will provide collateral
to the banks to raise the term loan and increase the revolving
credit it (the company's existing $1.5 billion 364 day unsecured
revolver will expire in mid-June 2005).  The new term loan and the
continuing revolving credit will have a first priority lien on
substantially all of Delphi's domestic tangible and intangible
assets with security interests over the company's domestic
manufacturing assets limited to levels below the negative pledge
basket in its indentures for unsecured notes.

Funded amounts under the term loan and usage of the revolving
credit will be subject to a borrowing base against US accounts
receivable, inventory and limited amounts of PP&E.  The bank
credit agreement will revise the company's sole financial covenant
to be a defined senior secured debt to defined consolidated last
twelve month EBITDA.  The latter will add-back certain non-cash
restructuring expenditures and the non-cash portion of OPEB
expense.  Secured debt will include usage of the on-balance sheet
accounts receivable securitization and factoring facilities but
will be net of consolidated cash in excess of $500 million.  The
covenant level will be set at 2.75 times initially, but will step
down in the second half of 2006 to 2.5 times, and to 2.25 times in
2007 and beyond.

Under current expectations Delphi should maintain adequate room
under this covenant.  Current levels of U.S. working capital and
agreed valuations of the PP&E would currently support up to
$3 billion of commitments, but usage going forward will need to
fit within the borrowing base limitation.  The bank's collateral
will also include shareholdings in certain domestic and
international subsidiaries, with the latter limited to
65% interests, residual interests in receivables sold to the
securitization conduit, and inter-company debt.  The credit
facilities will be guaranteed by all material domestic
subsidiaries.  As a result of the magnitude of pledged assets, the
type of collateral, anticipated usage, and borrowing base
structure, a B1 rating has been assigned to the first lien
obligations, one notch higher than senior implied.

The position of unsecured creditors will be adversely affected by
the collateral given to the bank facilities.  However, at least
$1.2 billion of U.S. manufacturing PP&E is expected to remain un-
encumbered.  Pro-forma unsecured obligations will total
approximately $2.6 billion at the end of March, inclusive of the
trust preferred obligations.  Senior unsecured obligations are
expected to constitute roughly 50% of the pro forma balance sheet
debt but have been assigned a B3 rating to recognize the priority
interests of the first lien obligations.  The wider notching
reflects the prevalence of the collateral interests over the more
liquid assets given to the bank facilities and the resultant
lowered recovery expectations for unsecured obligations in a
distress scenario.  Preferred obligations of Delphi Trust are
driven by the trust's investment in junior subordinated debt of
Delphi.

Factors which could lead to lower ratings include:

   * failure to complete the planned refinancing in a timely
     fashion;

   * persistent levels of negative free cash flow which would
     cause leverage to increase beyond 6 times;

   * inability to adapt its business to lower production volumes
     and define a business plan that facilitates a return to
     profitability and at least break even cash flow for 2006; and

   * any adverse developments in the company's accounting and SEC
     investigations or pending shareholder litigation.

Factors which could stabilize the outlook include:

   * successful implementation of restructuring initiatives that
     restore operating profitability;

   * EBIT/interest coverage sustained at or above 1.5 times;

   * leverage retreating and sustained meaningfully below 5 times;
     and

   * a demonstrated ability to generate better than break-even
     levels of free cash flow net of pension obligations.

Delphi Corp., headquartered in Troy, Michigan, is one of the
world's largest suppliers of automotive components and had annual
revenues of approximately $29 billion in 2004.


DT INDUSTRIES: Plan Filing Exclusivity Intact Until July 6
----------------------------------------------------------
DT Industries, Inc., and its debtor-affiliates sought and obtained
an extension of their exclusive periods to file and solicit
acceptances of a chapter 11 plan.  The U.S. Bankruptcy Court for
the Southern District of Ohio gave the Debtors until July 6, 2005,
to file a plan, without interference from any other party-in-
interest.  The Court also gave the Debtors until September 4 to
solicit acceptances of that plan.

As previously reported, Julia W. Brand, Esq., at Coolidge Wall
Womsley & Lombard, in Dayton, Ohio, contended that the size and
complexity of the Debtors' chapter 11 cases warrants an extension
of the Exclusivity Periods.  She reminded the Court that there are
14 separate Debtors in this proceeding.  When DT Industries, Inc.,
filed for bankruptcy, it was a publicly traded company that, along
with several other Debtors, continued to operate its business, had
hundreds of employees, and was a party to numerous executory
contracts.

As stated in their schedules, the Debtors had over $15 million in
assets and over $150 million in debt when they filed for chapter
11 protection.  Accordingly, the Debtors' cases are large and
complex, presenting a substantial number of legal questions and
challenges in the areas of bankruptcy, real estate, corporate law,
labor, and intellectual property.  For these reasons alone, Ms.
Brand argued, an extension of the Exclusive Periods is warranted
to allow the Debtors more time to formulate a plan.

Ms. Brand told the Court that the Debtors are cooperating with
their secured lenders, and, with the consent of the Official
Committee of Unsecured Creditors, consummated the sale of
substantially all of their assets to Assembly and Test Worldwide,
Inc.  The Debtors accomplished this feat in less than two months,
after they extensively marketed their property and devised an
expedited, but thorough, sale and auction process approved by the
Court.

The Debtors then continued their efforts to sell their United
Kingdom subsidiaries.  These efforts resulted in a Court-approved
sale of the Debtors' United Kingdom subsidiaries, and certain
inter-company debt owed by the Debtors' United Kingdom
subsidiaries, to Managed Technologies Limited.

Headquartered in Dayton, Ohio, DT Industries, Inc.
-- http://www.dtindustries.com/-- is an engineering-driven
designer, manufacturer and integrator of automated systems and
related equipment used to manufacture, assemble, test or package
industrial and consumer products.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 12, 2004
(Bankr. S.D. Ohio Case No. 04-34091).  Ronald S. Pretekin, Esq.,
and Julia W. Brand, Esq., at Coolidge Wall Womsley & Lombard,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$150,593,000 in assets and $142,913,000 in liabilities.


DT INDUSTRIES: Selling 1,527 Shares of Polaroid Holding Stock
-------------------------------------------------------------
DT Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio, Western
Division at Dayton, for authority to sell 1,527 shares of Polaroid
Holding Company common stock.  The stock came from a distribution
on account of a claim that the Debtors hold against Polaroid
Holding.

The Debtors tell the Court they have sold substantially all of
their assets and have ceased to operate.  As such, the Polaroid
stock is of no practical use to the Debtors.

DT Industries' secured lenders have consented to the sale of the
Polaroid Stock free and clear of liens.

Headquartered in Dayton, Ohio, DT Industries, Inc.
-- http://www.dtindustries.com/-- is an engineering-driven
designer, manufacturer and integrator of automated systems and
related equipment used to manufacture, assemble, test or package
industrial and consumer products.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 12, 2004
(Bankr. S.D. Ohio Case No. 04-34091).  Ronald S. Pretekin, Esq.,
and Julia W. Brand, Esq., at Coolidge Wall Womsley & Lombard,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$150,593,000 in assets and $142,913,000 in liabilities.


E.R. HOFFMAN: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: E.R. Hoffman Properties, LLC
        71 Tamal Vista Boulevard
        Corte Madera, California 94925

Bankruptcy Case No.: 05-11229

Chapter 11 Petition Date: May 19, 2005

Court: Northern District of California (Santa Rosa)

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

Total Assets: $6,608,156

Total Debts:  $4,513,954

Debtor's 2 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Belzer, Hulchihy & Murray     Professional services      $15,000
3650 Mt. Diablo Blvd
Lafayette CA 94549

Clay Leong                    Professional services       $7,005
51 East Campbell Avenue,
Suite 101G
Campbell CA 95008


ELDORADO RESORTS: Weak Performance Prompts S&P to Watch Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Eldorado
Resorts LLC, including its 'B+' issuer credit rating, on
CreditWatch with negative implications following the assessment
that operating performance at the Eldorado Hotel & Casino for the
first quarter ended March 31, 2005, was weaker than previously
expected.  In resolving the CreditWatch listing, Standard & Poor's
will review the trends in the Reno market and assess the
intermediate-term implications to credit measures and the entity's
liquidity position.  Standard & Poor's has determined that if a
downgrade were to occur, it would be limited to one notch.


ENRON CORP: Edison Wants Administrative Expense Payment Allowed
---------------------------------------------------------------
The State of California established the California Power Exchange
to operate wholesale markets and facilitate the trading of
electricity, in conjunction with the California Independent
System Operator Corporation.  The Power Exchange and the ISO act
as clearinghouses, arranging purchases and sales of power by the
participants in the markets they operate and administer.

Southern California Edison Company is an investor-owned utility
engaged in the purchase, transmission, distribution and sale of
electricity in California.

Enron Corp. and its affiliates, Enron Power Marketing, Inc.,
Enron Energy Services, Inc. and Enron Energy Marketing Corp., as
participants in the California power markets, purchase
electricity through the Power Exchange and the ISO for resale to
customers.

In December 2002, the Debtors notified the ISO that they had
substantially underreported the amount of electricity that EESI
and EEMC reported in July 2001 through November 2002.  The
Debtors assert that the errors in reading meters caused their
underreporting and that these errors occurred before and after
the Petition Date.

Philip Bentley, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York, tells the Court that the Debtors did not specify the
amounts of their underreported electricity.  According to the
Debtors, they do not have "reliable estimates of the dollar value
magnitude of the combination of these errors" and believe the
errors to be "quite likely to be material."   The Debtors
estimate the magnitude of the underpayment to the ISO to be
between $15 million and $50 million.

Because of the underreporting, the ISO billed Edison and other
takers of electricity for their shares of the Debtors'
underpayment in the form of Unaccounted For Energy charges.
Although the precise amount of the charge attributable to the
underreporting has yet to be established, the ISO billed Edison,
and Edison paid, over $27 million in UFE charges for postpetition
periods.

On February 11, 2003, ISO notified Edison that the Debtors failed
to further provide meter data or additional collateral to ISO to
secure the underpayments, as required by the ISO Tariff.
Therefore, ISO suspended the Debtors' trading and scheduling
rights.

ISO advised market participants that each seller of power to the
ISO should directly pursue claims against the Debtors pursuant to
the ISO Tariff.  Accordingly, Edison asks the Court to allow, as
an administrative claim, the Debtors' liability to Edison with
regards to the underreporting.

Since ISO has not provided Edison with any statement of the
amounts owed by the Enron Entities for the underreporting, Edison
seeks payment of an administrative claim in an unliquidated
amount.

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)


EXIDE TECHNOLOGIES: Moody's Reviews New $290M Notes' Caa1 Rating
----------------------------------------------------------------
Moody's Investors Service placed the ratings for Exide
Technologies, Inc. and its foreign subsidiary Exide Global
Holdings Netherlands CV on review for possible downgrade.

Management announced that a preliminary evaluation of Exide's
results for the fourth quarter ended March 2005 strongly indicates
that the company will be in violation of its consolidated adjusted
EBITDA and leverage ratios as of fiscal year end.  Moody's
considers this is a significant event, given that these covenants
were all very recently reset during February 2005 in connection
with Exide's partial refinancing of its balance sheet.

The company has initiated amendment negotiations with its lenders,
but will not have access to any portion of the $69 million of
unused availability under its revolving credit facility until the
amendment process is completed.  Exide had approximately
$76.7 million of cash on hand as of the March 31, 2005 fiscal year
end reporting date.  However, this amount had declined to about
$42 million as of May 17, 2005 due to the company's use of cash to
fund seasonally high first quarter working capital needs, as well
as approximately $8 million in pension contributions and a
required $12 million payment related to a hedge Exide has in
effect.

These ratings were placed on review for possible downgrade:

   -- Caa1 rating for Exide Technologies' $290 million of proposed
      unguaranteed senior unsecured notes due March 2013;

   -- B1 ratings for approximately $265 million of remaining
      guaranteed senior secured credit facilities for Exide
      Technologies and Exide Global Holdings Netherlands CV,
      consisting of:

      * $100 million multi-currency Exide Technologies, Inc.
        shared US and foreign bank revolving credit facility due
        May 2009;

      * $89.5 million remaining term loan due May 2010 at Exide
        Technologies, Inc.;

      * $89.5 million remaining term loan due May 2010 at Exide
        Global Holdings Netherlands CV.;

      * Euro 67.5 million remaining term loan due May 2010 at
        Exide Global Holdings Netherlands CV.;

   -- B2 senior implied rating for Exide Technologies, Inc.;

   -- Caa1 senior unsecured issuer rating for Exide Technologies,
      Inc.

Exide additionally has in place a $60 million floating rate
convertible subordinated note due September 2013 which is not
rated by Moody's.

The decision to place Exide's ratings on review for possible
downgrade incorporated several new developments.  Exide incurred
more than $15 million of unusual charges during the fourth quarter
ended March 31, 2005 which management maintains will be non-
recurring.  These charges included:

   * about $4.5 million of inventory writedowns for obsolescence
     and physical adjustments;

   * about $6 million of reduced overhead cost absorption caused
     by a temporary lowering of production aimed at realizing a
     permanent reduction in inventory; and

   * about $5.5 million of costs incurred during the fourth
     quarter related to Sarbanes-Oxley compliance.

Total spending on Sarbanes-Oxley compliance issues was very
significant at approximately $12 million over the full fiscal year
ended March 2005.  Exide has not yet been informed by its auditors
whether any material internal deficiencies will be cited.
Management also acknowledged that the company incurred
approximately $5 million of additional costs during the fourth
quarter ended March 2005 for non-lead commodity costs associated
with purchases of caustic soda, coke, petroleum, and plastic
resin.

While lead recovery exceeded 70% overall, Exide still incurred $8
million of additional lead costs during the most recent quarter.
Capital expenditures are expected to exceed $90 million during
fiscal 2006, up year-over-year from about $76 million.  Much of
the increased spending is essential for improving Exide's
productivity, but the payback should be relatively quick.

Gordon Ulsh, Exide's new CEO, joined the company in early April
2005.  The company's board had been conducting a prolonged search
that lasted about six months in order to fill this critical
position.  Mr. Ulsh identified a series of steps during the
company's May 17, 2005 conference call, which he plans to
implement with the goal of operating the company more
strategically.  Moody's will meet with Mr. Ulsh and other members
of management before concluding the review process.

In addition, Moody's will look for Exide to provide a revised
financial plan, the audited fiscal year end report, preliminary
first quarter fiscal 2006 results, and the terms of the bank
amendment that is negotiated.  Moody's review will be focused on:

   * prospective availability liquidity levels;

   * the anticipated cushion under revised covenants;

   * the likelihood that Exide will incur additional nonrecurring
     charges;

   * Moody's evaluation of the probability that Exide's updated
     financial plan accurately project results for the upcoming
     year and that the company will achieve cost savings and
     enhanced linking of related business functions;

   * the outcome of the review of internal controls under
     Section 404 of the Sarbanes-Oxley Act;

   * the current customer pricing environment and related
     competitive pressures; and

   * potentially other factors.

Exide, headquartered in Lawrenceville, New Jersey, is one of the
largest global manufacturers of lead acid batteries, with net
sales approximating $2.65 billion.  The company manufactures and
supplies lead acid batteries for transportation and industrial
applications worldwide


FEDERAL-MOGUL: U.S. Trustee Amends Creditors' Committee Membership
------------------------------------------------------------------
Gramercy Capital LLC, one of the members of the Official
Committee of Unsecured Creditors appointed in Federal-Mogul
Corporation's Chapter 11 cases, has become Wilfrid Aubrey LLC.

Accordingly, United States Trustee for Region 3, Kelly Beaudin
Stapleton, amends the Creditors Committee's membership pursuant to
Section 1102(a)(1) of the Bankruptcy Code.

The Committee is currently composed of:

     1.  Wilfrid Aubrey LLC
         Attn: Nicholas W. Walsh
         29 West 19th Street
         3rd Floor, New York, NY 10011
         Tel: 212-675-4906, Fax: 212-675-3626;

     2.  Aspen Advisors, LLC
         Attn: Neil Subin
         152 West 57th Street
         New York, NY 10019
         Tel: 212-223-0089, Fax: 212-697-4687;

     3.  U.S. Bank Trust National Association
         As Indenture Trustee
         Attn: Lawrence Bell
         1420 Fifth Avenue
         7th Floor, Seattle, WA 98101
         Tel: 206-344-4654, Fax: 206-344-4630;

     4.  NTN Bearing Corporation of America
         Attn: Craig K. Dunn, 1600 E. Bishop Court
         Mt. Prospect, IL 60056
         Phone: 847-298-7500 ext. 317, Fax: 847-294-1209;

     5.  Cummins, Inc.
         Attn: Paul W. Malone, II
         500 Jackson Street, M/C 60701
         Columbus, IN 47201
         Phone: 812-377-9632, Fax: 812-377-3272; and

     6.  Leggett & Platt Aluminum Group
         Attn: Steffan B. Sarkin
         75 N. East Avenue
         Suite 401, Fayetteville, AR 72701
         Phone: 501-443-1455, Fax: 501-443-7058

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's
largest automotive parts companies with worldwide revenue of
some $6 billion.  The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J.
Nyhan Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones 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
US$10.15 billion in assets and $8.86 billion in liabilities.  At
Dec. 31, 2004, Federal-Mogul's balance sheet showed a $1.925
billion stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's
balance sheet showed a $2.048 billion stockholders' deficit,
compared to a $1.926 billion deficit at Dec. 31, 2004.  (Federal-
Mogul Bankruptcy News, Issue No. 79; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FORD MOTOR: Declining Sales Prompt Fitch to Downgrade Ratings
-------------------------------------------------------------
Fitch Ratings downgraded the senior unsecured debt ratings of Ford
Motor Corporation and Ford Motor Credit Corporation to 'BBB' from
'BBB+'.  Ratings on the Capital Trust II securities have been
downgraded to BB+ from BBB-.  The rating outlook remains negative.

Fitch also affirms the 'F2' commercial paper.  The ratings of
Hertz have been downgraded to 'BBB' from 'BBB+' and placed on
Rating Watch: Evolving.  A complete list of ratings is detailed at
the end of this release.

The downgrade reflects the impact of sales declines in key product
categories, relentless price and product competition and higher
commodity prices on Ford's automotive operating profitability.
Despite relatively successful new product offerings, the support
provided by healthy F-Series volumes, steady economic growth and
solid industry sales volumes, Ford nevertheless faces breakeven to
modestly negative cash flows in the automotive segment.

On a consolidated basis, Ford retains very healthy liquidity
resources, potentially supplemented by the sale of Hertz, which
provide more than sufficient resources to reinvest in its auto
operations and absorb costs related to the pending Visteon
restructuring.  Fitch views it as unlikely that Ford would be
downgraded to non-investment grade in 2005.

Sales volumes of Ford's key mid-size and large SUVs have declined
sharply in 2005.  In addition, price competition, new transplant
product offerings and pending refreshments of domestic producers
are likely to increasingly impact the profitability of Ford's core
F-Series in 2005 and 2006.  These segments represent a
disproportionate share of Ford's operating profitability and are
unlikely to be offset in the short term by progress Ford appears
to be making in smaller vehicle segments.

Over the intermediate term, Ford has made substantial progress in
its cost structure and its transition to a flexible manufacturing
base, producing a better balance between capacity and product
offerings than is seen at GM.  This has produced a more consistent
competitive position and financial performance across the breadth
of its product segments versus GM, supporting consolidated cash
flows.  However, the strong volume growth and margin advantage at
the transplants, high structural and legacy costs at Ford, high
commodity prices and the impact of foreign exchange indicate that
it will be difficult to make significant margin progress through
2006.

The financial burden of restructuring Visteon will fall chiefly on
Ford.  Ford has more than adequate liquidity to absorb these
costs, which will require substantial cash outlays.  Restoring
competitiveness at the Visteon assets will only occur through
facility closures, attrition and asset divestitures; steps which
will likely occur over a multi-year period.  The ability to
accelerate these actions would quicken Ford's ability to gain
greater cost competitiveness from a meaningful part of its North
American supply chain.

Liquidity remains a primary strength at Ford, with $22.9 billion
in cash and S/T VEBA, plus an additional $5.2 in L/T VEBA and $13
billion at Ford Credit.  Total debt at the automotive operations
is $18 billion, with average maturities in excess of 25 years.
Approximately $2.1 billion comes due in the next five years.
Dividends from Ford Credit are likely to more than offset
potentially modest negative cash flow from the auto operations
(excluding activities related to Hertz and Visteon), allowing Ford
to maintain its balance sheet strength.

Margins have also been pressured by high commodity costs, losses
at Jaguar, and foreign exchange issues.  Even in the event of a
drop in steel prices, existing contract terms may result in only
modest relief until 2007.  Foreign exchange has particularly hurt
profitability at Volvo and Land Rover, although successful new
product offerings and recent steady price performance at both
entities speak well for long-term results.  Jaguar continues to
experience losses and still faces an extended turnaround schedule.

Supplier issues are increasingly a concern for the OEMs, as
financial struggles could result in higher costs for the OEMs.
Tangible financial assistance such as favorable payment terms or
capital investment assistance may be necessary to ensure supply
chain performance.  Higher costs related to adding suppliers or
increased inventory levels could also occur.

Fitch views the ratings of FMCC as highly linked to those of Ford
given the close business relationship between the two entities,
particularly given FMCC's focus on supporting Ford vehicles sales.
Fitch recognizes FMCC's improving credit quality metrics,
reasonable leverage, and adequate liquidity for the current
ratings.  In terms of liquidity, Fitch believes that FMCC has
adequate sources of liquidity to address maturing debt obligations
while still supporting parent company sales.  Importantly, FMCC's
assets mature faster than liabilities.  In addition, FMCC has
access to back-up lines of credit, secured financings, and whole
loans sales.  In combination, these sources should be sufficient
to address maturing debt obligations at FMCC.  To the extent FMCC
increases its use of securitization and other secured fundings,
Fitch will focus on the quality and quantity of unencumbered
assets relative to unsecured debt in evaluating whether increased
securitization funding introduces structural subordination.

Fitch has lowered the senior debt ratings on the following Ford
entities to 'BBB' from 'BBB+':

    * Ford Motor Co.
    * Ford Motor Credit Co.
    * FCE Bank Plc
    * Ford Capital B.V.
    * Ford Credit Canada Ltd.
    * Ford Holdings, Inc.
    * Ford Motor Co. of Australia
    * Ford Credit Australia Ltd.
    * PRIMUS Financial Services (Japan)
    * Ford Credit Co. S.A. de CV (Mexico)
    * Ford Motor Credit Co. of New Zealand

Fitch has also lowered the following rating:

    * Ford Motor Capital Trust II

         -- Preferred stock to 'BB+' from 'BBB-'.

The Outlook remains Negative for all ratings.

                          *   *   *

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

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

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

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

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

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

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

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

A free copy of Ford's latest annual report is available at:

http://www.sec.gov/Archives/edgar/data/37996/000095012405001427/k91869e10vk.htm

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

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

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

Claims against the automaker have been rising:

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

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


GATEWAY EIGHT: Prepares to Market & Sell American Express Building
------------------------------------------------------------------
Gateway Eight LP's only asset is a building in Providence known as
the American Express Building.  Gateway's largest creditor -- the
Employees' Retirement System of Rhode Island -- holds a lien on
the building on account of a $21 million loan.

Gateway Eight went into bankruptcy after it failed to negotiate
with the pension fund to restructure its debt which matured in
December 2004.  The Debtor's original plan was to turn over the
building to the pension fund.  Those negotiations fell through
because the parties couldn't agree on the building's value.

After months of haggling, the parties finally agreed on an
acceptable valuation of the American Express building at $18.6
million.

Gateway Eight now asks the U.S. Bankruptcy Court for the District
of Massachusetts for authority to market the property.  The
pension fund agrees to this move and serves as the stalking horse
bidder for the building with a $17.9 million offer.  An auction
will be held on a later date subject to court approval.

"Our goal has been, and will continue to be, to make the system
whole -- to get the retirement system its money back."  Rhode
Island General Treasurer Paul Tavares told Andrea L. Stape at
Projo.com.  "If we do, in fact, come out whole, we'll be extremely
happy.  And we walk away with a valuable lesson that pension funds
should be very, very cautious about investing in these types of
things in the future."

Meghan Walt, Esq., at Brown Rudnick Berlack Israels represents the
retirement system.

Headquartered in Boston, Massachusetts, Gateway Eight Limited
Partnership -- http://www.congressgroup.com/-- is a real estate
development, construction, property & asset management and
investment company.  The Debtor filed for chapter 11 protection on
Nov. 30, 2004 (Bankr. Mass. Case No. 04-19692).  Macken Toussaint,
Esq., at Goodwin Procter LLP, represents the Debtor.  When the
Company filed for protection from its creditors, it estimated
assets and debts of $10 million to $50 million.


GOODYEAR TIRE: Moody's Confirms Debt's Low-B Ratings
----------------------------------------------------
Moody's Investors Service confirmed the ratings of Goodyear Tire &
Rubber Company, senior implied at B1 and Speculative Grade
Liquidity Rating at SGL-2, and changed the rating outlook to
stable from negative.  The actions result from

   * the resolution of several of the accounting concerns the
     company has faced;

   * remediation plans which management has implemented to address
     internal control issues cited in its 10-K report; and

   * continued momentum in the company's operating results and
     liquidity profile.

The ratings and rating outlook anticipate that Goodyear's
initiatives to resolve internal control and accounting matters
will reduce the potential for significant future out of period
adjustments to its financial statements and that the company will
maintain a current status in its financial reporting with the
Securities and Exchange Commission.  With initiatives under way to
address internal control matters, Goodyear's management should be
able to focus on other core business matters, including improving
the company's overall operating performance.

The ratings anticipate that the recently improved financial
performance of the company will be sustained, providing more sound
financial metrics and facilitating some debt reduction through
free cash flow generation.  The ratings further assume that the
company will maintain a good liquidity profile, including
consistent free cash flow generation, sizable levels of balance
sheet cash, and access to undrawn bank credit facilities.

Ratings confirmed include:

Goodyear Tire & Rubber Company:

   * Senior Implied, B1
   * Senior Secured First Lien Revolving Credit, Ba3
   * Second Lien Term Loans, B2
   * Junior Lien Notes & Term Loans, B3
   * Senior Unsecured, B3
   * Issuer, B3
   * Speculative Grade Liquidity Rating, SGL-2

Goodyear Dunlop Tire Europe B.V.:

   * First lien revolving credit, B1
   * First lien term loan, B1

After completing an internal investigation into certain accounting
irregularities, Goodyear filed its audited reports including its
10K for the year ended December 31, 2004 and prior period
restatements with the SEC in March.  The restatements were in line
with previous commentary provided by the company and did not
reveal any additional material changes.

The company was cited in its Accountant's Letter for continuing
internal control issues in two areas: account reconcilements and
segregation of duties.  Management has implemented remediation
plans to address these deficiencies.  However, in order for its
auditors to formally remove their existing concerns on account
reconcilement matters, the company will have to consistently file
its financial statements on time and demonstrate that effective
controls are in place to preclude significant out of period
adjustments in the future.  The company has recently filed its 10Q
for the quarter ended March 31, 2005 within the required reporting
period.  Goodyear continues to cooperate with an SEC investigation
into accounting matters at the company, but the timing and
implications of any resolution of this investigation are
uncertain.

Goodyear's results for the first quarter reflected continued
progress in the company's profitability, including:

   * benefits arising from higher volumes;
   * the favorable mix of products;
   * strong commercial vehicle markets; and
   * pricing actions to offset the higher costs of raw materials.

Gains achieved in the replacement tire segment offset weaker
volumes from the OEM consumer segment in North America and Europe.
Importantly, Goodyear has continued to demonstrate margin
improvement, and its credit metrics have strengthened.  With
interest coverage of roughly 2.4 times on a last twelve months
basis, free cash flow to debt at 5%, and adjusted debt/EBITDAR
just under 4 times, the company's performance is more supportive
of the B1 senior implied rating.

Goodyear's liquidity profile continues with substantial amounts of
on-balance sheet cash, significant committed revolving credit
availability, headroom under its financial covenants, but
restrained scope of developing alternate liquidity sources given
the prevalence of liens against its assets in North America and
Europe.

The SGL-2 rating reflects Moody's assessment that Goodyear's
current sources of internal cash flow, unrestricted cash, and
availability under committed facilities should comfortably cover
its operating needs in the coming year, including contributions to
its pension plans, capital expenditures and scheduled debt
maturities.  At the end of March Goodyear reported consolidated
unrestricted cash of approximately $1.7 billion.

In early April the company closed on a $3.65 billion refinancing
of its bank credit facilities.  At closing these provided
approximately $1.0 billion of remaining and available revolver
commitments to the parent and ?195 million to its European joint
venture, Goodyear Dunlop Tire Europe B.V.  The domestic revolver
is on a borrowing base structure, the European facility is subject
to financial covenant compliance.  Combined with internal cash
generation, these resources, supplemented by available European
accounts receivable securitization capacity, produce a good
liquidity profile over the next year even though the company has
remaining debt maturities and higher pension contributions in
2005.

Alternate liquidity sources also provide some flexibility as
exhibited by the pending sales of the Sumatra plantations and farm
tire operations in the U.S. (approximately $60 million and
$100 million of anticipated proceeds respectively).

Goodyear, headquartered in Akron, Ohio, is one of the world's
leading manufacturers of tire and rubber products with 2004
revenues of $18.4 billion.  The company manufactures tires,
engineered rubber products and chemicals in 90 facilities in
28 countries and employs about 80,000 people.


HEALTHEAST INC.: S&P Rates $26 Million Series 2005-3A Bonds at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Port Authority of the City of Saint Paul's $26.47 million series
2005-3A lease revenue bonds, issued for HealthEast Inc.,
Minnesota.

In addition, Standard & Poor's affirmed its 'BB+' rating on
$200.16 million of outstanding bonds, issued for HealthEast. The
outlook is stable.

"The rating on the series 2005-3A bonds is based on the current
'BB+' rating on HealthEast Inc.'s debt," said Standard & Poor's
credit analyst Brian Williamson.

The rating is one notch below the rating on HealthEast's
outstanding debt.

The port authority will use the bond proceeds, along with the
$14.26 million series 2005-3B bonds, to purchase the HealthEast
Midway Outpatient Center and the surrounding surface parking area.
The eight-story building houses various HealthEast corporate
office functions and outpatient services.

The principal and interest on the 2005-3A bonds and the interest
on the series 2005-3B bonds are the port authority's special
limited obligations and payable solely from the basic rent
payments to be made by HealthEast pursuant to its project lease's
terms.

The 2005-3B bonds' final principal payment will be secured by, and
payable from, a residual value insurance policy that will be
provided by RVI America Insurance Co. ('A').  However, under the
project lease, HealthEast has the option to purchase the
improvements from the port authority or exercise its right to
extend the term of the project lease.  In the event that
HealthEast exercises its right to extend the project lease, it
must notify the port authority on or before May 1, 2028, and
deposit funds sufficient to pay the final principal payment on or
before April 1, 2029, but no later than April 15, 2030.  If
HealthEast fails to give notice or funds are not deposited with
the trustee, the trustee is directed under the indenture to make a
claim under the residual value insurance policy and use the
proceeds to make the final principal payment.

The port authority, in its capacity as lessee under the ground
lease, will enter into a leasehold mortgage, granting it a
mortgage lien on its interest in the improvements and the land
underneath the improvements in favor of the trustee.  In addition,
HealthEast is required to deliver an irrevocable letter of credit
in the stated amount of $3.1 million to the trustee at the closing
of the series A and B bond issuance.  The trustee shall have the
ability to draw amounts under the letter of credit up to the
stated amount necessary to make up for any deficiencies in basic
rent payments or other amounts due from HealthEast under the
project lease.

HealthEast, the parent corporation of HealthEast and its
controlled affiliates (HealthEast Care System), is the only legal
entity obligated to make basic rent payments and payments for
other amounts due under the project lease.  No other legal entity
included in the HealthEast Care System will have any liability or
obligation regarding the project lease.


IMPERIAL SUGAR: Board Mulls Schultze's Takeover Offer
-----------------------------------------------------
Imperial Sugar Company (Nasdaq: IPSU) confirmed Thursday that it
received an unsolicited proposal from Schultze Asset Management,
LLC, a current shareholder, to acquire all of its outstanding
shares.  Schultze offered to purchase each share for $17.00,
subject to completion of due diligence and definitive
documentation.

The Company's Board of Directors plans to evaluate Schultze's
indication of interest.

                     About the Company

Imperial Sugar -- http://www.imperialsugar.com/-- is one of the
largest processors and marketers of refined sugar in the United
States to food manufacturers, retail grocers and foodservice
distributors. With packaging and refining facilities across the
U.S., the Company markets products nationally under the
Imperial(R), Dixie Crystals(R), Spreckels(R) and Holly(R) brands.
For more information about Imperial Sugar.  The Kempner family
owns more than 15% of Imperial; Irish sugar maker Greencore owns
another 15%. Imperial filed for Chapter 11 bankruptcy protection
in early 2001 and later sold its Diamond Crystal Brands
nutritional products business to Hormel Foods.

Imperial Sugar filed for chapter 11 protection on January 16, 2001
(Bankr. D. Del. Case Nos. 01-00140 through 01-00176), confirmed a
chapter 11 plan on August 7, 2001, and emerged from bankruptcy on
October 2, 2001.  Jack L. Kinzie, Esq., at Baker Botts L.L.P.,
represented the company in that restructuring proceeding.


INTEGRATED ELEC'L.: Covenant Violation Cues S&P to Watch Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit and 'CCC' subordinated debt ratings on Integrated
Electrical Services Inc. on CreditWatch with negative
implications.  At March 31, 2005, the Houston, Texas-based
provider of electrical contracting services had approximately $256
million of lease-adjusted total debt outstanding.

The CreditWatch placement reflects the company's weakened
liquidity position after violating a covenant under its bank
credit facility.  IES no longer has access to the facility, and it
was holding just $27 million of cash as of May 10, 2005.  The
company is in discussions with its bankers to waive the covenant.
Should the secured lenders refuse, it could lead to an
acceleration of debt, which would require IES to cash
collateralize about $40 million of letters of credit outstanding.
Acceleration of bank debt could also cause the trustee of the
company's subordinated notes to declare a default, and accelerate
payment under that issue as well.  This scenario would likely lead
to a bankruptcy.

"We currently believe that the senior lenders will work with IES
to relieve the covenant breach because the company has used only a
modest amount of the facility," said Standard & Poor's credit
analyst Paul Kurias.  IES also has healthy support in the capital
structure from the debt below the senior issue, and it could glean
further support from potential asset sales and the free cash that
it typically generates in the June and September quarters.

We plan to meet with management soon to discuss:

    (1) its lender negotiations;

    (2) its potential near- and intermediate-term financing
        alternatives to reduce financial stress and liquidity; and

    (3) its near-term business prospects.

Nonetheless, S&P continues to monitor the situation very closely,
and it may lower the ratings in a very short period of time if its
views change.


INTEGRATED ELECTRICAL: Defaults on Facility EBITDA Requirement
--------------------------------------------------------------
Integrated Electrical Services, Inc. (NYSE: IES -News) reported
results for its fiscal 2005 second quarter ended March 31, 2005.
The company reported revenues of $287.5 million and a net loss
for the second quarter of $13.2 million compared to revenues of
$290.3 million and net income of $2.5 million for the second
quarter one year ago.

Fiscal 2005 second quarter revenues from continuing operations
increased $2.0 million over the first fiscal quarter of 2005.
Second quarter 2005 revenues decreased, however, from the previous
year's second quarter total of $290.3 million.  The slight revenue
decline from the same quarter of the previous year is primarily
the result of limited bonding and a reduction in larger bonded
projects.  As a result of the company's strategic review process,
IES has decided to reduce its dependence on bonded work in an
effort to improve profitability and return on capital invested.

"While our performance in the second fiscal quarter was
disappointing, we are extremely pleased by the steps we have taken
to make IES a more solid company," stated Roddy Allen, IES'
president and chief executive officer.  "We have made a conscious
effort to improve the margins of all new work that we obtain.
While this has meant that our backlog has decreased, we are
encouraged by the improvement in the margins of the new work we
have been awarded.  Our divestiture program is showing great
progress, and the proceeds from it continue to improve our overall
capital structure.  In addition, we are addressing the identified
material weaknesses by altering disclosure requirements, reporting
relationships and internal controls.  Our enterprise resource
planning system, Forefront, is substantially in place, installed
in all but three of our business units.  We intend to complete
implementation in fiscal 2006."  David Miller, IES' chief
financial officer, added "We will continue to concentrate on
improving the company's cash flow and reducing the company's
indebtedness.  The incentive program we have in place rewards
those operating entities with superior collections of receivables
and higher profitability, and we believe that the program is
working well. Proceeds from our divestiture program will allow us
to continue to de-lever the company."

                     Credit Facility Default

As of March 31, 2005, the Company was in violation of the minimum
EBITDA covenant of the Credit Facility, as amended and is in
default.  The Company is in discussions with its bank group to
have the covenant waived or the facility otherwise amended to
bring the company into compliance.  If the company had been in
compliance with all of its financial covenants under the Senior
Secured Credit Facility at March 31, 2005, the availability under
the line of credit would have been approximately $32.3 million.

If the Senior Secured Credit Facility is accelerated because of
the existing default, it can result in a cross default under our
company's indentures with respect to the subordinated debt or
convertible debt.

Integrated Electrical Services, Inc. is a national provider of
electrical solutions to the commercial and industrial, residential
and service markets.  The company offers electrical system design
and installation, contract maintenance and service to large and
small customers, including general contractors, developers and
corporations of all sizes.

                         *     *     *

As previously reported in the Troubled Company Reporter on
May 19, 2005, Moody's Investors Service has downgraded the ratings
of Integrated Electrical Services, Inc. one notch to B3 senior
implied and to Caa2 for its guaranteed senior subordinated debt of
$173 million due 2009 and changed the outlook to negative.

Moody's has downgraded these ratings:

   * Senior Implied, downgraded to B3 from B2;

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

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

The ratings outlook is changed from stable to negative.


INTERSTATE BAKERIES: Wants to Employ ARMC as Risk Consultants
-------------------------------------------------------------
Albert Risk Management Consultants is an independent risk
management consulting firm that offers a full range of management
consulting services related to risk identification and
assessment, risk financing, insurance program design and
procurement, claims management, contingency planning, safety and
loss control, and vendor evaluation.

By this application, Interstate Bakeries Corporation and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Western
District of Missouri for authority to employ ARMC as their loss
management and risk management consultants, pursuant to the terms
of a retention agreement dated May 5, 2005.

A copy of the Agreement is available for free at:

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

As the Debtors' loss management and risk management consultants,
ARMC will:

   (a) work with the Debtors, their insurance carriers, and the
       claims administrators to evaluate, price and settle
       prepetition tort claims that have been properly filed and
       asserted against the Debtors; and

   (b) assist in the negotiation with the Debtors' insurance
       carriers to reduce the letters of credit that are being
       held as collateral on the prepetition insurance programs.

The Debtors will pay ARMC $175 per hour plus reasonable out-of-
pocket expenses for services performed related to the evaluation,
pricing and settlement of prepetition tort claims filed against
the Debtors.  However, for tort claims in which the Debtors have
reserved $10,000 or less, the firm may spend a maximum of one
hour of time performing its services for each of the Small
Claims.  The firm must receive approval from the Debtors if it
wishes to spend more than one hour on any Small Claim.

Additionally, in the event the Debtors request that Judith
Kokinda, a principal at ARMC, assist in negotiations with
insurance carriers to reduce the letters of credit that are being
held as collateral on the prepetition insurance programs, the
Debtors will pay the firm $300 per hour plus reasonable out-of-
pocket expenses for Ms. Kokinda's services.

Any professionals utilized by ARMC will be retained as ordinary
course professionals.

ARMC President Alfred Nagelberg assures Judge Venters that the
principals and professionals of the firm:

   -- do not have any connection with the Debtors, their
      creditors, or any other party-in-interest, or their
      attorneys or accountants;

   -- are "disinterested persons" under Section 101(14) of the
      Bankruptcy Code, as modified by Section 1107(b); and

   -- do not hold or represent an interest adverse to the Debtors
      or their estate.

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. 19; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


INTERSTATE BAKERIES: Settles CitiCorp & CitiCapital Leases
----------------------------------------------------------
CitiCapital Commercial Leasing Corp., formerly known as
Associates Leasing, Inc., was the holder of a claim on two
Komatsu Forklifts with VIN# 516531A and 603836A, under a Lease
Agreement dated August 24, 2000.  CitiCapital asked the U.S.
Bankruptcy Court for the Western District of Missouri to compel
Interstate Bakeries Corporation and its debtor-affiliates to
either assume or reject the Lease since they were in default of
its obligations.

CitiCorp Del-Lease, Inc., doing business as CitiCorp Dealer
Finance and CitiCapital Dealer Finance, also asked the Court to
shorten the Debtors' time to decide whether to assume or reject
five property leases:

   Property Description               VIN#      Lease Acct. No.
   --------------------            ----------   ---------------
   Mitsubishi Forks/Sideshifter    AF82C05256   005-0082143-001

   Komatsu Lift Truck                 650661A   005-0684305-002

   Caterpillar Lift Truck          ETB5B00705   005-0684305-003

   Komatsu Forklift                    559125   005-0684305-004

   Linde Lift Truck(s)             26921826 &   005-0684305-005
                                     26921827

CitiCorp and CitiCapital complained that the Debtors have not
made any payments to them pursuant to their Agreements since the
Petition Date.

The Debtors, in response, argued that certain of the Agreements
are disguised security agreements that do not need to be assumed
or rejected.  Even to the extent they are executory contracts,
the Debtors asserted that it is premature to require them to
decide which contracts will be assumed or rejected until they
complete their business plan and seek to emerge from bankruptcy.

To resolve the dispute, parties agree that:

   (1) Until the time as the Court enters an order approving the
       Debtors' assumption or rejection of the Agreements or
       otherwise determines the nature of the Agreements, the
       parties will continue to do business with each other
       in accordance with the terms of the Agreements and any
       related agreements;

   (2) The Debtors will continue to retain the Mitsubishi
       forklift and pay to CitiCorp $130 per month for a maximum
       of 51 months, beginning January 18, 2005;

   (3) The Debtors will continue to retain the Komatsu lift
       truck and pay to CitiCorp $145 per month for a maximum of
       45 months, beginning January 18, 2005.  Postpetition
       payments voluntarily made by the Debtors for installments
       that came due contractually will be credited so that the
       first $145 payment the Debtors will be required to make is
       the payment due in May 2005;

   (4) The Caterpillar lift truck agreement has expired and the
       Debtors will purchase the equipment from CitiCorp for
       $12,955 without delay on additional terms mutually
       agreeable to the parties.  Otherwise, the equipment will
       be surrendered;

   (5) The Debtors will make the regular $470 monthly payments
       due under the Komatsu forklift Agreement from the
       Petition Date, with 90 days to cure past due payments;

   (6) The Debtors will continue to retain the two Linde pallet
       jacks and pay to CitiCorp $237 per month for a maximum of
       38 months, beginning January 18, 2005; and

   (7) The Debtors will continue to retain the two Komatsu
       forklifts and make regular monthly payments due under
       the Agreement of $612 per month from the Petition Date,
       with 90 days to cure past due payments.

The parties ask the Court to approve their Stipulation.

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. 19; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


JAMES KENNEDY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: James J. Kennedy
        3 Kirby Lane
        Chelmsford, Massachusetts 01824

Bankruptcy Case No.: 05-43405

Chapter 11 Petition Date: May 19, 2005

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Joseph H. Baldiga, Esq.
                  Mirick, O'Connell, DeMallie, Lougee
                  100 Front Street
                  Worcester, Massachusetts 01608
                  Tel: (508) 791-8500

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


KAISER ALUMINUM: Court Approves HSBC Bank Claim Settlement
----------------------------------------------------------
As previously reported, Kaiser Aluminum & Chemical Corporation
asked the U.S. Bankruptcy Court for the District of Delaware to
approve the Settlement Agreement.

The terms of the Settlement are:

   (a) Claim No. 1124 will be allowed as:

          (i) a secured claim against KACC for $1,600,000; and

         (ii) a general non-priority unsecured claim against KACC
              for $18,045,788;

   (b) The secured portion of Claim No. 1124 will be paid within
       five business days after the entry of a final, non-
       appealable order approving the Settlement;

   (c) Except with respect to any claim HSBC or its predecessor,
       or both, may assert for its fees, charges, and expenses as
       Indenture Trustee, against any of the Debtors, whether
       asserted in Claim No. 1124 or otherwise, to the extent not
       expressly allowed pursuant to the Settlement, will be
       disallowed; and

   (d) KACC and HSBC reserve all right with respect to any
       application or claim of HSBC or its predecessor, or both,
       for payment of its fees, charges, and expenses as
       Indenture Trustee based on an assertion of substantial
       contribution under Section 503(b) or otherwise.

The Court approved the Debtor's request.

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)


LB-UBS: Moody's Junks $4.99 Million Class N Certificate
-------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes,
downgraded the ratings of two classes and affirmed the ratings of
nine classes of LB-UBS Commercial Mortgage Trust 2000-C4,
Commercial Mortgage Pass-Through Certificates, Series 2000-C4 as:

   -- Class A-1, $86,838,041, Fixed, affirmed at Aaa
   -- Class A-2, $619,257,000, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $42,460,000, Fixed, upgraded to Aa1 from Aa2
   -- Class C, $39,963,000, Fixed, upgraded to A1 from A2
   -- Class D, $12,488,000, Fixed, upgraded to A2 from A3
   -- Class E, $7,493,000, Fixed, upgraded to A3 from Baa1
   -- Class F, $17,483,000, Fixed, affirmed at Baa2
   -- Class G, $12,489,000, Fixed, affirm at Baa3
   -- Class H, $22,479,000, Fixed, affirmed at Ba1
   -- Class J, $12,488,000, Fixed, affirmed at Ba2
   -- Class K, $7,493,000, Fixed, affirmed at Ba3
   -- Class L, $7,493,000, Fixed, affirmed at B1
   -- Class M, $9,990,000, Fixed, downgrade to B3 from B2
   -- Class N, $4,996,000, Fixed, downgraded to Caa1 from B3

As of the May 17, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 8.4% to
$915.6 million from $999.1 million at securitization.  The
Certificates are collateralized by 158 mortgage loans secured by
commercial and multifamily properties.  The loans range in size
from less than 1.0% to 9.0% of the pool, with the top ten loans
representing 32.2% of the pool.  The pool includes two investment
grade shadow rated loans, a conduit component and a credit tenant
lease component, representing 12.9%, 85.1% and 2.0% of the pool,
respectively.  Eleven loans, representing 5.3% of the pool, have
defeased and have been replaced with U.S. Government securities.
Two loans have been liquidated from the pool, resulting in
realized losses of approximately $254,000.

Eleven loans, representing 6.3% of the pool, are in special
servicing.  The largest loan in special servicing is the second
largest conduit loan, Exchange Park Center, which is discussed
below.  Moody's has estimated aggregate losses of $8.5 million for
all of the specially serviced loans.  Forty loans, representing
19.1% of the pool, are on the master servicer's watchlist.

Moody's was provided with partial year or calendar year 2004
operating results for 89.9% of the performing loans.  Moody's loan
to value ratio for the conduit component is 83.7%, compared to
85.5% at securitization.  The upgrade of Classes B, C, D and E is
primarily due to stable overall pool performance and increased
subordination levels.  The downgrade of Classes M and N is due to
realized and anticipated losses from the specially serviced loans
and LTV dispersion.  Based on Moody's analysis, 14.6% of the
conduit pool has a LTV greater than 100.0%, compared to 0.0% at
securitization.  Sixteen loans, representing 8.0% of the pool,
have debt service coverage of 0.9x or less based on the borrowers'
reported operating performance and the actual constant.

The largest shadow rated loan is the Westfield Shoppingtown South
Shore Loan ($82.5 million - 9.0%), which is secured by a
1.2 million square foot regional mall located in Bay Shore (Long
Island), New York.  The center is anchored by Macy's, Sears, J.C.
Penney and Lord & Taylor.  All of the anchors are part of the
collateral except for Lord & Taylor, which is on a ground lease.
The mall's occupancy has increased to 98.0% from 94.0% at
securitization.  Moody's current shadow rating is A2, compared to
A3 at securitization.

The second shadow rated loan is the Westfield Shoppingtown Plaza
Camino Real Loan ($36.0 million - 3.9%), which is secured by a
1.1 million square foot regional mall located approximately
35 miles north of San Diego in Carlsbad, California.  The center
is anchored by Macy's, which operates two stores, Robinsons-May,
Sears and J.C. Penney.  None of the anchors are part of the
collateral.  The mall is 97.0% occupied, essentially the same as
at securitization.  Moody's current shadow rating is Aaa, the same
as at securitization.

The top three conduit loans represent 9.9% of the outstanding pool
balance.  The largest conduit loan is the Johnson City Mall Loan
($39.4 million - 4.3%), which is secured by a 545,000 square foot
regional mall located in Johnson City, Tennessee.  The center is
anchored by Proffitt's, which operates two stores, J.C. Penney,
Sears and Goody's Family Clothing.  The mall is 95.0% occupied,
essentially the same as at securitization.  Average sales for the
in-line stores in 2004 were $364 per square foot, compared to
$277 per square foot at securitization.  Moody's LTV is 77.3%,
compared to 85.8% at securitization.

The second largest conduit loan is the Exchange Park Center Loan
($26.0 million - 2.8%), which is secured by a 629,000 square foot
office complex located in Dallas, Texas.  The loan was transferred
to special servicing in May 2004 due to imminent default related
to lease expirations.  At securitization, the two largest tenants
were AT&T, with 175,384 square feet, and American General
Corporation, with 125,100 square feet.  American General
Corporation vacated the premises in 2004 and AT&T reduced its
leased space to 64,000 square feet at lease expiration in
January 2005.  The property is currently 67.0% occupied, compared
to 93.1% at securitization.  Moody's LTV is in excess of 100.0%,
compared to 89.5% at securitization.

The third largest conduit loan is the Tompkins Square Apartments
Loan ($25.9 million - 2.8%), which is secured by a 123-unit
multifamily property located in the East Village area of New York
City.  The property is 100.0% occupied, the same as at
securitization.  Moody's LTV is 77.8%, compared to 83.6% at
securitization.

The pool's collateral is a mix of:

   * retail (35.3%),
   * multifamily (24.7%),
   * office and mixed use (21.7%),
   * industrial and self storage (6.2%),
   * U.S. Government securities (5.3%),
   * lodging (4.5%),
   * CTL (2.0%) and
   * healthcare (0.3%).

The collateral properties are located in 27 states.  The highest
state concentrations are:

   * New York (20.1%),
   * California (11.7%),
   * Florida (10.5%),
   * Texas (9.7%) and
   * Virginia (7.1%).

All of the loans are fixed rate.


LEHMAN BROTHERS: Credit Enhancement Prompts Fitch to Lift Ratings
-----------------------------------------------------------------
Fitch upgrades Lehman Brothers floating-rate commercial mortgage
pass-through certificates, series 2000-LLF C7, as follows:

    -- $25.8 million class L to 'AAA' from 'BB+';

    -- $25.2 million class M to 'BB-' from 'B+'.

The following classes are affirmed by Fitch:

    -- Interest only class X-2 at 'AAA';

    -- $3.6 million class N at 'B+';

    -- $3.6 million class P at 'B';

    -- $1.8 million class Q at 'B-';

    -- $1.8 million class S at 'B-';

    -- $1.4 million class T at 'B-';

    -- $1.4 million class U at 'CCC'.

Classes J-BO, K-BO, L-BO, J-CW, K-CW, L-CW, L-BL, and V are not
rated by Fitch.  BO classes relate to the Boykin loan.

The following classes have been repaid in full: A, X-1, B, C, D,
E, F, G, H, J, and K.

The upgrades are due to the increased credit enhancement to the
classes as a result of the repayment of the Francisco Bay Office
loan.  As of the May 2005 distribution, the total principal
balance has paid down by 95.2% since issuance.

The Boykin Hotel Portfolio loan, the only loan remaining in the
pool, is collateralized by six full-service/limited service
hotels.  The net cash flow for the trailing 12 months ended Feb.
28, 2005 for comparable hotels increased 15.9% since TTM April
2004.  The current Fitch DSCR was 1.18 times, compared with 1.02x
for TTM April 30, 2004 and 1.65x at issuance.  The TTM Feb. 28,
2005 revenue per available room increased 9.2% from TTM April 30,
2004.  The loan matures July 2005.


MAGELLAN AEROSPACE: Posts $14.5 Million Gross Profit in 1st Qtr.
----------------------------------------------------------------
Magellan Aerospace Corporation released Friday, May 13, 2005,
financial results for the first quarter of 2005.  The Company
reported that the first quarter of 2005 reflects improved sales
and margins from the fourth quarter of 2004.  Customer demand in
several key areas continues to increase as single aisle commercial
aircraft build rates at both Boeing and Airbus continue to
increase, while demand for business aircraft aeroengines are
increasing at a significant pace.  Defense programs are continuing
at a steady pace, as the US government has confirmed production
rates for the F-18 and F-22 aircraft and new orders were received
for F-15 components.  As well, repair and overhaul activity rates
show no signs of decline.

Boeing announced the cancellation of the B717 in the quarter,
however, this will have no material impact on Magellan.  Bid
opportunities for new work are increasing, on both new aircraft
programs such as the Boeing 787 and Airbus 350, but also on
current production models as well.

Consolidated revenues for the first quarter of 2005 were
$144.9 million, an increase of $8.9 million, or 6.6%, from the
first quarter of 2004.  Revenues increased by $6.2 million, or
28.3% in the United Kingdom, which reflects the impact of expanded
work scope under an Airbus contract signed in April 2004.

Revenues declined by $0.8 million or 1.9% in the United States,
while increasing by $3.5 million or 5.1% in Canada.  Average
Canadian-US exchange rates were 0.8150 in the first quarter of
2005 compared to 0.7588 in the first quarter of 2004.  On a
consolidated basis, revenues were approximately $8.0 million lower
in the first quarter of 2005 than they would have been if foreign
exchange rates had remained the same as in the first quarter of
2004.  After adjusting for this impact, revenues reflect 12.5%
year over year growth.  Revenues generated by commercial product
sales in the first quarter of 2005 represented 68% (66% in 2004)
of total revenues while defense product sales comprised the
remaining 32% (34% in 2004) of revenues.

Gross profits of $14.5 million (10.0% of revenues) were reported
for the first quarter of 2005 compared to $17.8 million (13.1% of
revenues) during the same period in 2004.  Margin percentage
declined year over year due to the effect of lower foreign
exchange rates for the Canadian dollar vs. the US dollar, a change
in mix of products sold, and additional period costs to support
anticipated increased demand expected to occur throughout 2005 and
beyond.  Margins have improved from the fourth quarter of 2004,
due to improving efficiencies in manufacturing processes.  The
Corporation is focused on improving profitability levels and
expects that gross profit, as a percentage of sales, will improve
through the balance of 2005.

Administrative and general expenses (net of foreign exchange loss)
were $10.9 million, or 7.5% of revenues in the first quarter of
2005 compared to $10.2 million, or 7.5% of revenues in the same
period of 2004.  The increase in general and administrative
expenses is due to increased sales levels.  A net foreign exchange
loss of $0.3 million was incurred in the first quarter of 2005,
compared to a foreign exchange loss of $0.2 million in the first
quarter of 2004.

Interest expense increased due to increased average interest rates
on bank indebtedness and long-term debt.  Discount charges
increased because of a larger volume of accounts receivables sold.
Accretion charge represents the value of the call option related
to the Corporation's convertible debentures that is expensed in
the period and added to the face value of the convertible
debentures.

There was a recovery of income taxes of $0.9 million for the first
three months of 2005, compared to a provision for income taxes of
$1.4 million for the first three months of 2004. The minor change
in effective tax rates is a result of a changing mix of income
across the different jurisdictions in which Magellan operates.

EBITDA for the first quarter of 2005 was $8.9 million, a decrease
of $4.8 million from the first quarter of 2004, due to a decline
in pre-tax income and lower depreciation. Depreciation was lower
in the first quarter of 2005 than in the corresponding period in
2004 because of lower foreign exchange rates impacting the
depreciation charge for the Corporation's US subsidiaries, and a
lower capital asset base as a result of the sale operating
leaseback transaction which occurred at the end of the first
quarter of 2004.

                       Financial Position

The following chart outlines the significant changes in the
consolidated balance sheets of the Corporation from December 31,
2004 to March 31, 2005.

Balance Sheet Item         Change     Explanation
(Expressed in
thousands of dollars)

Cash                      $  (3,853)

Accounts receivable          21,752   Increase due to additional
                                      sales in current quarter and
                                      timing of collections

Inventory                     4,808   Increase due to increasing
                                      demand from customers

Capital assets               (1,613)  Decrease due to depreciation
                                      Being greater than capital
                                      asset acquisitions, net of
                                      foreign exchange rate impact

Bank indebtedness            27,958   Increase is due to increase
                                      in working capital balances
                                      and payments of long-term
                                      debt Convertible debentures
                                      460 Increase due to non-cash
                                      accretion charge

In the quarter ended March 31, 2005, the Corporation used
$22.7 million of cash in its operations, compared to generating
$2.2 million from operations in the first quarter of 2004.  This
was largely due to increased accounts receivable as a result of
increased sales and the timing of receivables collections.
Inventories rose in response to increasing demand from the
Corporation's customers.

In the first quarter of 2005, the Corporation invested
$3.5 million in capital assets to upgrade its facilities and
enhance its capabilities.  Proceeds of $0.5 million were received
in the first quarter of 2005 on the sale of equipment no longer
used in operations. In the first quarter of 2004, the Corporation
sold $15.0 million of capital assets at their net book value and
entered into a five-year operating lease agreement to retain their
use.

In the first quarter of 2005, the Corporation drew on its
operating credit in the amount of $27.6 million to fund growth in
working capital.  Also in the quarter, the Corporation repaid
$4.4 million of long-term debt as scheduled.

The Corporation is in discussions with its lenders to renegotiate
its existing operating and long-term credit agreements.  In
conjunction with the proposed refinancing, the Corporation's
lenders have required the Corporation to raise $20.0 million of
new equity which the Corporation proposes to satisfy by issuing
$20 million of convertible preferred shares.

                             Default

The preferred shares are expected to bear an 8.0% cumulative
dividend, payable quarterly, and each preferred share is expected
to be convertible into 3.33 common shares of the Corporation at
the option of the holder.  In addition, the preferred shares are
expected to be redeemable at the option of the Corporation and
retractable, under certain circumstances, at the option of the
holder.  The proceeds of the shares will be used to repay debt and
for general corporate purposes.  The Corporation had committed to
its bankers to have the preferred share issue completed by
April 29, 2005 and is in default of this commitment.  The
Corporation has received a waiver of this default and expects to
have both the preferred share issue as well as new credit
agreements in place by May 31, 2005.

              Update on Closure of Fleet Industries

Operations at Fleet Industries are at present, in a wind-up mode,
and the facility is expected to complete all operations by the end
of the second quarter of 2005.  At present, no further increases
to the provision for the plant closure are expected.

                   Change in Accounting Policy

Effective January 1, 2005 the Corporation adopted the
recommendation of the CICA contained in the amended Section 3860,
"Financial Instruments", which require the Corporation to account
for its convertible debentures as debt as opposed to equity.

Management has computed the impact on the Corporation's financial
statements in note 2 of the interim consolidated financial
statements.

All comments herein have incorporated the restated quarterly
financial statements resulting from the change in accounting
policy as computed in note 2.

                           Outlook

Magellan continues to look to the future with guarded optimism.
While commercial airline results continue to be tempered by high
fuel costs, many airlines are reporting higher utilization of
equipment, better load factors and stronger yields.  Significant
orders for new aircraft have also recently been placed.  Magellan
expects the growth that it is experiencing to date in 2005 will
continue over the next two years. The current strong demand for
business jet engines is also expected to be sustained as well,
with mid-size and micro-jets leading the way.  Defense
opportunities appear to be stable, with no reduction expected in
the short-term. As these increases in sales take effect, Magellan
hopes to see this growth reflected in its financial returns.

                       About the Company

Magellan Aerospace Corporation is listed on the Toronto Stock
Exchange under the symbol MAL.  The Corporation is a diversified
supplier of components to the aerospace industry.  Through its
network of facilities throughout North America and the United
Kingdom, Magellan supplies leading aircraft manufacturers,
airlines and defense agencies throughout the world.


MERIDIAN AUTOMOTIVE: Moody's Withdraws Low-B Loan Ratings
---------------------------------------------------------
Moody's Investors Service withdrew all ratings for Meridian
Automotive Systems, Inc. in conjunction with an April 26, 2005
voluntarily filing to reorganize under Chapter 11 of the
Bankruptcy Code by the company and its eight domestic
subsidiaries.

Meridian indicated that it elected to file for reorganization in
order to restructure its debt, which had become unsustainable in
the current market environment due to the significant challenges
posed by increases in steel and resin prices and the termination
of the early payment programs by certain original equipment
manufacturers.  These factors, combined with reduced North
American automotive production, caused Meridian's liquidity
position to deteriorate below the level at which the company could
continue to meet its obligations.  Meridian received a commitment
for up to $375 million in debtor-in-possession financing.  The
bankruptcy court has approved the use of $30 million of this
facility on an interim basis.

These specific ratings associated with Meridian Automotive
Systems, Inc. were withdrawn:

   -- B2 rating for Meridian's $75 million guaranteed senior
      secured first-lien revolving credit facility due April 2009;

   -- B2 rating for Meridian's $235 million guaranteed senior
      secured first-lien term loan B due 2010;

   -- B3 rating for Meridian's $175 million guaranteed senior
      secured second-lien term loan C due April 2011;

   -- B2 senior implied rating; and

   -- Caa2 senior unsecured issuer rating.

Meridian, headquartered in Dearborn, Michigan, is a leading
supplier to the automotive industry of:

   * front and rear end modules,
   * bumper systems,
   * exterior composite plastic modules,
   * structural components, and
   * interior and lighting components.

The company is privately owned by several insurance and financial
institutions and management.  Annual revenues approximate
$1 billion.


METROPCS INC: Expects to Complete Tender Offer Today
----------------------------------------------------
MetroPCS, Inc., announced that as of 5:00 p.m., New York City
time, on May 10, 2005, it had received valid tenders and consents
from holders of its 10-3/4% Senior Notes due 2011 with respect to
100% of the outstanding principal amount of the Notes in
connection with its previously announced cash tender offer and
consent solicitation for the Notes, which satisfies the Requisite
Consents Condition as defined in MetroPCS' Offer to Purchase and
Consent Solicitation Statement dated April 26, 2005.

MetroPCS also announced that it has determined the total
consideration to be paid in connection with the Tender Offer and
Consent Solicitation.

MetroPCS has executed a supplemental indenture governing the Notes
to eliminate substantially all of the restrictive covenants and
event of default provisions in the indenture, to amend other
provisions of the indenture, and to waive any and all defaults and
events of default that may exist under the indenture.  Although
the supplemental indenture has been executed, the amendments will
not become operative until the tender offer is consummated and
validly tendered Notes are accepted for purchase by MetroPCS.

The total consideration for the Notes will be an amount in cash
equal to $1,192.72 for each $1,000 principal amount of Notes.
Holders of Notes will also be paid accrued and unpaid interest up
to, but not including, the date of payment for the Notes.

Under the terms of the Offer to Purchase, the total consideration
for each $1,000 principal amount of Notes validly tendered and not
revoked on or prior to the Consent Date was determined on the
tenth business day prior to the scheduled expiration date of the
Tender Offer (which business day was May 10, 2005).

The total consideration was calculated in accordance with standard
market practice:

    (A) based on the assumption that the Notes would be redeemed
        at $1,053.75 per $1,000 principal amount of Notes on
        October 1, 2007 (the first optional redemption date with
        respect to the Notes), and

   (B) utilizing a yield of 4.241%, which equals the sum of:

       (x) the yield to maturity on the 2.75% U.S. Treasury Note
           due August 15, 2007, as calculated by Bear, Stearns &
           Co. Inc., based on the bid side price of such security
           as of 11:00 a.m., New York City time, on May 10, 2005,
           plus

       (y) a fixed spread of 0.50% (50 basis points).

Assuming the satisfaction or waiver of the conditions to the
consummation of the Tender Offer and the Consent Solicitation,
payment of the total consideration for Notes is expected to be
made promptly after MetroPCS obtains the financing necessary to
complete the Tender Offer and the Consent Solicitation, but no
later than promptly after 5:00 p.m. today, New York City time
unless extended, if the Notes are accepted for purchase.

MetroPCS has retained Bear, Stearns & Co. Inc. to act as Dealer
Manager for the Tender Offer and as Solicitation Agent for the
Consent Solicitation.  Questions about the Tender Offer or the
Consent Solicitation may be directed to:

           Global Liability Management Group
           Bear, Stearns & Co. Inc.
           Phone:(877) 696-BEAR (US toll-free)
                 (877) 696-2327

Copies of MetroPCS' Offer to Purchase and Consent Solicitation
Statement and the Letter of Transmittal and Consent are available
from:

           Information Agent
           Mellon Investor Services LLC
           Phone:(877) 698-6870 (US toll-free).

                   About the Company

Dallas-based MetroPCS, Inc., is a wholly owned subsidiary of
MetroPCS Communications, Inc., and a provider of wireless
communications services.  Through its subsidiaries, MetroPCS, Inc.
holds 21 PCS licenses in the greater Miami, Tampa, Sarasota, San
Francisco, Atlanta and Sacramento metropolitan areas. MetroPCS
offers customers flat rate plans with unlimited anytime local and
long distance minutes with no contract.  MetroPCS is among the
first wireless operators to deploy an all-digital network based on
third generation infrastructure and handsets.  For more
information, visit the MetroPCS web site at
http://www.metropcs.com.

                         *     *     *

As reported in the Troubled Company Reporter on March 4, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Dallas, Texas-based wireless
carrier MetroPCS, Inc., to 'CCC' from 'CCC+'.  The outlook is
negative.

"The downgrade reflects Standard & Poor's view that the company is
subject to heightened default risk in light of its failure to file
its financial statements with the SEC since the second quarter of
2004 due to an ongoing SEC investigation," said Standard & Poor's
credit analyst Catherine Cosentino.  The company has obtained
waivers from its creditors through March 8 to avoid a technical
default under the bond indenture.  In the meantime, it has
leveraged up with recent transactions, including the purchase of
wireless spectrum licenses from Cingular Wireless LLC in Detroit
and Dallas for $230 million and receipt of up to $240 million in
related financing for this acquisition, as well as receipt by
MetroPCS of up to $300 million in exchangeable senior secured
loans for FCC licenses obtained in the recent spectrum auction by
MetroPCS' 85%-owned designated entity Royal Street Communications
LLC, in which MetroPCS has a non-controlling interest.


MIRANT CORP: Expands Scope of Ernst & Young's Engagement
--------------------------------------------------------
At the Mirant Corporation and its debtor-affiliates' behest, the
U.S. Bankruptcy Court for the Northern District of Texas expands
the scope of Ernst & Young, LLP's employment as consultants to the
Debtors to include evaluation of the accuracy, completeness and
model logic tests of a calculation made by the Debtors in the
course of calculating the "additional fuel cost allowance"
described in a March 26, 2003 FERC "Order on Proposed Findings on
Refund Liability."

In connection with the analysis of the Calculation, the Debtors
expect Ernst & Young to review books and records, gather and
analyze available documents, interview personnel and perform
financial and other analyses.  Upon completion of the review of
the Calculation, Ernst & Young will provide a written report of
its findings.  Ernst & Young also agreed to supply expert
testimony at deposition, trial or other legal proceedings if
requested.

Ernst & Young will continue to coordinate its efforts with
bankruptcy counsel and other financial advisors and consultants
retained by the Debtors and clearly delineate its duties to
prevent any duplication of effort.

The Debtors will continue to pay the firm's customary hourly
rates for services rendered that are in effect from time to time,
as set forth in the Original Employment Application.

Warren R. Nicholson, Partner at Ernst & Young, assures the Court
that the firm and its professionals continue to be "disinterested
persons" under Section 101(14) of the Bankruptcy Code.

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


MIRANT CORP: Dennis Goad Accepting $450K to Settle $70MM Claim
--------------------------------------------------------------
Mirant Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to approve a
settlement agreement that will resolve Claim No. 7765 for
$70,000,000 asserted by Dennis Goad.

The Settlement Agreement is between:

    (a) Mirant Corp., and other affiliates, subsidiaries, and
        parent companies; and

    (b) Dennis and Marjorie Goad, and involving:

        * Ahlstrom USA Inc., the successor in interest to Ahlstrom
          Industrial Holdings, Inc., and Pyropower Corporation;

        * Liberty Mutual Group, Ahlstrom's insurer; and

        * Associated Electric and Gas Insurance Services, Ltd.

Under the terms of the Settlement Agreement, Mr. Goad will accept
$450,000, after reimbursement of a net workers' compensation
lien.  Mr. Goad will execute a General Release in favor of the
Debtors.

Ian T. Peck, Esq., at Haynes & Boone, LLP, in Dallas, Texas,
relates that the Settlement Agreement arose out of a personal
injury suffered by Mr. Goad, an employee of Ahlstrom Industrial
Holdings, Inc., and Pyropower Corporation.  The injury allegedly
occurred while Mr. Goad was working at a co-generational facility
in Niagara County, New York, on April 22, 1993.  The Niagara
facility was managed by Southern Electrical International, Inc.,
and owned by United Development Group-Niagara, Inc., and United
Development Group-Niagara, L.P.

On August 15, 1994, Mr. Goad commenced an action against SEI in
the Supreme Court of Greene County, New York.  Mirant Services,
LLC, is the successor to SEI.  SEI and Ahlstrom were insured for
bodily injury at the time of the injury.  SEI's insurer was
Associated Electric and Gas Insurance Services, Ltd.  Wausau
Insurance Companies and Employers Liability of Wausau, a Mutual
Company insured Ahlstrom.

Disputes between Ahlstrom and SEI and their insurance carriers
arose concerning the responsibility for defending the Goad
Litigation.  The parties resolved the disputes through a Joint
Defense and Indemnity Agreement, whereby the parties agreed on a
division of litigation costs and potential liability in
connection with the Goad Litigation.  Ahlstrom agrees to pay
$100,000, and Liberty Mutual will pay $282,750.  Mirant Services
will pay $50,000.  The parties agree that Claim No. 7765 against
Mirant Services will be allowed for $100,000.

Under the AEGIS Policy, AEGIS will reimburse Mirant Services,
LLC, for the $50,000 cash payment made to the Goads, Mr. Peck
says.

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: MAGi Comm. Wants MAGi Notes Properly Classified
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mirant Americas
Generation, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Texas to determine the proper classification and
treatment of claims of holders of certain MAGi-issued long-term
unsecured notes maturing in 2011, 2021, and 2031 under the Plan.
The Ad Hoc Committee of MAGi Bondholders supports the MAGi
Committee's Motion.

The MAGi Committee wants to know whether the Plan properly
classifies the MAGi Long-term Notes as unimpaired, separately
from all other unsecured claims against MAGi including similar
claims of the:

    -- senior unsecured MAGi notes maturing in 2006 and 2008; and

    -- MAGi credit facilities dated August 31, 1999, in the
       aggregate principal amount of $300 million, which matured
       in October 2004.

According to Thomas Rice, Esq., at Cox Smith Matthews
Incorporated, in San Antonio, Texas, the only rationale offered
by the Debtors in support of the separate classification and
treatment is the Debtors' belief that the MAGi Long-term Notes
may be reinstated under the Plan in accordance with the
provisions of Section 1124(2) of the Bankruptcy Code.  Contrary
to the Debtors' view, Mr. Rice says, the MAGi Long-term Notes are
impaired under the Plan and may not be reinstated.

Mr. Rice states that unimpairment under Section 1124(2) requires
far more than "reinstatement" of the maturity of the claim under
a plan.  Section 1124(2) also requires that the plan:

    (a) cure any default that occurred before or after the
        commencement of the case;

    (b) compensate the holder of the claim or interest for any
        damages incurred in reliance on any contractual provision
        or applicable law breached by the debtor; and

    (c) not otherwise alter the legal, equitable or contractual
        rights to which the claim entitles the holder of the
        claim.

The Debtors' Plan, Mr. Rice says, fails to do what Section
1124(2) requires.

Additionally, Mr. Rice alleges that the Plan fails to compensate
the holders of MAGi Long-term Notes for the damages that they
will incur under the Plan as a result of:

    (1) the structural subordination of their claims to other
        unsecured claims against MAGi of equal rank and priority;

    (2) the grant of liens on the assets of MAGi's subsidiaries;

    (3) the dissipation of MAGi's assets as a result of
        consolidation;

    (4) the transfer of the shares of Mirant Mid-Atlantic, LLC;
        and

    (5) the release of intercompany claims.

Mr. Rice expects the Debtors to argue that MAGi Long-Term
Noteholders are not impaired by the Plan because their
contractual rights are being reinstated.  "The Debtors'
contention is hollow and ignores the huge economic cost of the
alteration of the Noteholders' legal and equitable rights."
Section 1124(2)(C) expressly prohibits the result of the Debtors'
actions.  Although the Debtors purport to leave MAGi Long-term
Noteholders in the same position they were before Chapter 11, Mr.
Rice notes, the assets, liabilities, financial condition and
creditworthiness of MAGi are inequitably altered pursuant to
Plan.  "It cannot seriously be contended that the legal and
equitable rights of the Noteholders have not been altered, or
that the claims of MAGi Long-term Notes are unimpaired," Mr. Rice
insists.

Mr. Rice maintains that Plan:

    * impairs the rights of the MAGi Long-term Noteholders;

    * does not fulfill the requirements of Section 1124; and

    * should not be permitted to go forward without requiring the
      Debtors to provide the MAGi Long-term Noteholders a vote 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. 62; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MOONEY AEROSPACE: Court Formally Closes Chapter 11 Case
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware formally
closed Mooney Aerospace Group, Ltd.'s bankruptcy proceeding at the
Debtor's request.

Mooney reports its confirmed Second Plan of Reorganization has
been substantially consummated.  Old shareholders received 2% of
the new equity in Reorganized Mooney.  Unsecured creditors
received 46% of the new equity in the Reorganized Debtor.

Mooney also reported it made full payments to the professionals it
retained during the bankruptcy case and no contested matters and
other adversary proceedings are pending in Court.

Headquartered in Kerrville, Texas, Mooney Aerospace Group, Ltd.
-- http://www.mooney.com/-- is a general aviation holding company
that owns Mooney Airplane Co., located in Kerrville, Texas.  The
Company filed for chapter 11 protection on June 10, 2004 (Bankr.
Del. Case No. 04-11733). Mark A. Frankel, Esq., at Backenroth
Frankel & Krinsky LLP, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $16,757,000 in total assets and $69,802,000
in total debts.


MORGAN STANLEY: Credit Enhancement Prompts Fitch to Lift Ratings
----------------------------------------------------------------
Fitch Ratings upgrades six and affirms five issues from Morgan
Stanley Dean Witter Capital I Inc. series 2002-WL1:

Series 2002-WL1 Pool 1

    * Class A affirmed at 'AAA';
    * Class B-1 upgraded to 'AAA' from 'AA';
    * Class B-2 upgraded to 'AA from 'A';
    * Class B-3 upgraded to 'A' from 'BBB';
    * Class B-4 upgraded to 'BBB' from 'BB';
    * Class B-5 affirmed at 'B'.

Series 2002-WL1 Pool 2

    * Class 3B1 affirmed at 'AAA' ;
    * Class 3B2 affirmed at 'AAA';
    * Class 3B3 affirmed at 'AAA' ;
    * Class 3B4 upgraded to 'AAA' from 'AA';
    * Class 3B5 upgraded to 'AA' from 'A'.

The upgrades reflect a substantial increase in credit enhancement
relative to future loss expectations, and affect $5,191,832 of
outstanding certificates.  The affirmations reflect credit
enhancement consistent with future loss expectations and affect
$25,070,546 of outstanding certificates.

As of the April 2005 distribution date, the CE levels for all
classes from pool 1 are more than 10 times their original values.
There have been zero cumulative losses and 94% of the collateral
has paid down.  The collateral for pool 1 consists of fully
amortizing 15-year fixed-rate mortgage loans secured by first
liens on one- to four-family residential properties.

The CE levels for all classes from pool 2 are more than 19 times
their original values.  Over 95% of the collateral has paid down
and there's less than $80,000 in cumulative losses.  The
collateral for pool 2 consists of fully amortizing 30-year fixed-
rate mortgage loans secured by first liens on one to four-family
residential properties.


MORTGAGE CAPITAL: Fitch Junks $7.6 Million Class K Certificates
---------------------------------------------------------------
Fitch Ratings upgrades Mortgage Capital Funding, Inc.'s commercial
mortgage pass-through certificates, series 1998-MC2, as follows:

    -- $58.1 million class C to 'AA-' from 'A+'.

In addition, Fitch affirms the following classes:

    -- $415.4 million class A-2 'AAA';
    -- Interest-only class X 'AAA';
    -- $48 million class B 'AAA';
    -- $60.6 million class D 'BBB';
    -- $37.9 million class E 'BBB-';
    -- $12.6 million class F 'BB+';
    -- $25.2 million class G 'BB';
    -- $7.6 million class H 'BB-';
    -- $15.1 million class J 'B-'.

The $7.6 million class K certificates remain at 'CCC'.  Fitch does
not rate the $2.4 million class L certificates.  The class A-1
certificates have paid in full.

The upgrade is due to the increase in credit enhancement resulting
from loan payoffs and amortization.  As of the May 2005
distribution date, the pool has paid down 31.6% to $690.4 million
from $1.01 billion at issuance.

Fitch reviewed the credit assessment of the 375 Hudson Street loan
(21.8%), which is secured by an 18-story, multi-tenant office
building in downtown Manhattan.  The rating of the loan is
dependent upon Saatchi & Saatchi being treated as a credit tenant.
The loan maintains an investment grade credit assessment.

The performance of the second largest loan, Minneapolis City
Center (14%), remains weak.  The loan is secured by a mixed-use
property consisting of 1.1 million square feet of office space,
370,000 sf of retail, 131,000 sf of storage space, a 584-room
Marriott Hotel, and a 687-space parking garage.  Servicer-reported
net operating income as of year-end 2004 was down by 21% from YE
2003 and 70% since issuance.  At the end of February 2005, the
office and retail portions of the property were 92% and 60%
occupied, respectively.  A $15 million renovation project is
underway and is scheduled for completion in the fall of 2005.  The
property, however, is not expected to stabilize for several years.

In addition to the Minneapolis City Center loan, 21 loans (8.4%)
are considered Fitch loans of concern due to decreases in debt
service coverage ratio and occupancy or other performance issues.
These loans' higher likelihood of default was incorporated into
Fitch's analysis.


MOSLER INC: Hearing Tomorrow on Entry of a Final Decree
-------------------------------------------------------
A hearing on the motion for entry of a final decree in the chapter
11 case of Mosler, Inc., nka MDIP, Inc., will be held tomorrow,
May 24, 2005 at 3:00 p.m., before the Honorable Peter J. Walsh of
the U.S. Bankruptcy Court for the District of Delaware.  The
hearing was originally scheduled on February 1, 2005, but was
adjourned.

The Court confirmed the Debtors' Second Amended Joint Plan of
Liquidation on June 30, 2003, and the Plan became effective on
August 1, 2003.

In its motion asking for entry of a final decree closing its
chapter 11 case pursuant to Section 350(a) of the Bankruptcy Code,
Bankruptcy Rule 3022 and Rule 5009-1 of the Local Rules of
Bankruptcy Practice and Procedure of the Bankruptcy Court, the
Debtor told Judge Walsh that:

   a) it has consummated its Second Amended Joint Plan of
      Reorganization, and its estates have been fully
      administered; and

   b) the docket maintained in the Debtor's chapter 11 case
      reflects that there are no adversary proceedings or
      contested matters pending before the Court.

The Debtors submit that these facts show that their chapter 11
cases are fully administered and can be formally closed by the
court.

MDIP, Inc., f/k/a Mosler, Incorporated, was a leading integrator
of physical and electronic security systems, filed, along with its
debtor-affiliates for chapter 11 protection on August 6, 2001
(Bankr. D. Del. Case No. 01-10055).  Russell C. Silberglied, Esq.,
at Richards Layton & Finger, and Robert Brady, Esq., at Young
Conaway Stargatt & Taylor, LLP, represented the Debtors.  When the
Company filed for protection from its creditors, it estimated
assets of $10 million to $50 million and estimated debts of more
than $100 million.  The Debtors' Second Amended Joint Plan of
Liquidation was confirmed by the Honorable Gregory M. Sleet on
June 30, 2003.


NAKOMA LAND: Case Summary & 33 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Nakoma Land, Inc.
             5150 Mae Anne Avenue #213
             Reno, Nevada 89523

Bankruptcy Case No.: 05-51556

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Sierra Highlands, Inc.                     05-51557
      Grizzly Golf, Inc.                         05-51558
      The Garner Family 1994 Trust               05-51559
      Melkon, Inc.                               05-51560

Chapter 11 Petition Date: May 19, 2005

Court: District of Nevada (Reno)

Debtors' Counsel: Alan R. Smith, Esq.
                  Law Offices of Alan R. Smith
                  505 Ridge Street
                  Reno, Nevada 89501
                  Tel: (775) 786-4579

                                 Total Assets        Total Debts
                                 ------------        -----------
Nakoma Land, Inc.                 $18,000,000        $15,252,580
Grizzly Golf, Inc.                $18,000,000        $15,246,103
The Garner Family 1994 Trust       $5,873,000        $15,212,127
Sierra Highlands, Inc.             $4,033,000        $15,551,001
Melkon, Inc.                       $1,006,000        $15,214,528

A. Nakoma Land, Inc.'s 3 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Plumas County Tax Collector   Real Property Tax          $41,780
P.O. Box 176
Quincy, CA 95971

Felderstein Fitzgerald        Attorneys fees             $10,000
400 Capital Mall, Suite 1450
Sacramento, CA 95814-4434

Franchise Tax Board           State income taxes            $800
P.O. Box 942857
Sacramento, CA 94257-0540

B. Sierra Highlands, Inc.'s 22 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
J.O. Hazzard Subdivision      Goods/Services             $94,500
Cons.
P.O. Box 188319
Sacramento, CA 95818-8319

Buffalo Communications        Goods/Services             $66,060
8221 Old Courthouse Road
#351
Vienna, VA 22182

Sark Antaramian               Goods/Services             $61,385
5150 Mae Anne Avenue #213
Reno, NV 89523

Plumas County Tax Collector   Real Property Tax          $38,906
P.O. Box 176
Quincy, CA 95971

Ignacio Montero               Goods/Services             $17,000
P.O. Box 550
Portola, CA 96122

Design Works                  Goods/Services             $16,119
P.O. Box 1664
Graeagle, CA 96103

Resort Sports Netword         Goods/Services             $16,000
P.O. Box 7528
Portland, ME 04112

Felderstein Fitzgerald        Attorneys fees             $10,000
400 Capital Mall, Suite 1450
Sacramento, CA 95814-4434

Golf Times, Inc.              Goods/Services              $5,500
P.O. Box 4827
Chico, CA 95927

Feather Publishing            Goods/Services              $3,780
P.O. Box B
Quincy, CA 95971

Cox, Castle & Nicholson       Goods/Services              $2,598
2049 Century Park East
Los Angeles, CA 90067

Interval International        Goods/Services              $2,505
Membership Processing
P.O. Box 432170
Miami, FL 33243-2170

Bubba Newman Productions      Goods/Services              $1,750
3690 Grant Drive, Suite C
Reno, NV 89509

Spa Villas FOA                                            $1,015

State Comp Insurance Fund     Goods/Services                $957
P.O. Box 7854
San Francisco, CA 94120-7854

Franchise Tax Board           State income taxes            $800
P.O. Box 942857
Sacramento, CA 94257-0540

Bonnie Lubeck                 Goods/Services                $468
131 Baypoint Drive
San Rafael, CA 94901

Granite Bay Electronics,      Goods/Services                $468
Inc.
P.O. Box 2816
Granite Bay, CA 95746

Alpine Appraial               Goods/Services                $375
10114 Dorchester Drive #700
Truckee, CA 96161

Norma J. Anderson             Goods/Services                $295
4263 Oak Knoll Drive
Carmichael, CA 95608

David & Shirley Degenkolb     Goods/Services                $295
606 Fallen Leave Way
Incline Village, NV 89451

Kevin & Christine Schultz     Goods/Services                $295
12560 Madrid Court
Atascadero, CA 93422

C. Grizzly Golf, Inc.'s 3 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Plumas County Tax Collector   Real Property Tax          $35,303
P.O. Box 176
Quincy, CA 95971

Felderstein Fitzgerald        Attorneys fees             $10,000
400 Capital Mall, Suite 1450
Sacramento, CA 95814-4434

Franchise Tax Board           State income taxes            $800
P.O. Box 942857
Sacramento, CA 94257-0540

D. The Garner Family 1994 Trust's 3 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Investor's Financial, LLC     Deed of Trust          $15,200,000
c/o Mark Combs                Value of security:
4790 Caughlin Parkkway,       $5,873,000
#519
Reno, NV 89509

Orrick Harrington &           Attorneys fees             $10,000
Sutcliffe
400 Capital Mall, Suite 3000
Sacramento, CA 95814

Plumas County Tax Collector   Real Property Tax           $2,127
P.O. Box 176
Quincy, CA 95971

E. Melkon, Inc.'s 2 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Felderstein Fitzgerald        Attorneys fees             $10,000
400 Capital Mall, Suite 1450
Sacramento, CA 95814-4434

Plumas County Tax Collector   Real Property Tax           $4,528
P.O. Box 176
Quincy, CA 95971


NATIONAL ENERGY: Portland General Holds $901,700 Allowed Claim
--------------------------------------------------------------
Portland General Electric Company and NEGT Energy Trading -
Power, L.P., are parties to a Master Purchase and Sale Agreement,
pursuant to which the parties entered into various transactions
to buy and sell power.  ET Power's affiliate-debtor, National
Energy & Gas Transmission, Inc., guaranteed ET Power's
obligations under the Master Agreement.

Portland General filed Claim Nos. 212 and 599 against ET Power,
and Claim Nos. 213 and 600 against NEG, pursuant to amounts owed
under the Master Agreement and relating to the Guarantee.

Each of the four proofs of claim asserts $901,700.

Subsequently, at the Debtors' behest, the Court expunged Claim
Nos. 599 and 600 on the grounds that they were duplicative and
late-filed.

In January 2005, Reorganized NEG filed a provisional objection to
Claim No. 213 to comply with the claim objection provisions under
Reorganized NEG's Chapter 11 Plan of Reorganization, and to
reserve all rights with respect to Claim No. 213.

Consequently, Reorganized NEG, ET Power, and Portland General
agreed to amicably settle the disputes among them relating to
Claim Nos. 212 and 213 as embodied in a Court-approved
stipulation.

The terms of the Stipulation are:

   (a) Claim No. 212 is allowed as a general unsecured claim
       against ET Power for $901,700 and will be treated in
       accordance with the ET Debtors' Chapter 11 Plan of
       Liquidation; and

   (b) Claim No. 213 is allowed as a general unsecured claim
       against NEG for $901,700 and will be treated in accordance
       with the NEG Plan.

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. 40; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NATIONAL ENERGY: Court Okays Brascan Energy Claims Settlement Pact
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Apr. 6, 2005,
Brascan Energy Marketing, Inc., asserted Claim No. 353 for
$7,537,550 against National Energy & Gas Transmission, Inc., and
Claim No. 354 against NEGT Energy Trading - Gas Corporation for
$7,537,550.  Pursuant to an assignment agreement dated January 1,
2005, Brascan Energy assigned Claim No. 354 to Contrarian Funds,
LLC.

To settle amicably all matters relating to the Brascan Claims,
NEGT, ET Gas, Brascan Energy and Contrarian Funds entered into a
stipulation resolving the Brascan Claims.  The parties agree
that:

      (i) Claim No. 353 will be disallowed and expunged in its
          entirety;

     (ii) Claim No. 354 will be reduced and allowed as a general
          unsecured claim against ET Gas for $7,531,000, and will
          be considered an allowed claim under Section 502(a) of
          the Bankruptcy Code; and

    (iii) Pendency Interest will accrue on Claim No. 354 at a rate
          of 2.5%.

In addition, Contrarian Funds agreed to accept and not to object
to the ET Debtors' Plan, including any modifications or
amendments thereto that do not affect the validity, amount, or
priority of Claim No. 354 or the rate of Pendency Interest to be
earned thereon.

NEGT and ET Gas, therefore, ask the Court to approve their
stipulation with Brascan and Contrarian.

                        *     *     *

The Court approves the stipulation.

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. 40; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NOMURA CBO: Overcollateralization Cues S&P to Watch Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on the class
A-2 notes issued by Nomura CBO 1997-1 Ltd., a high-yield arbitrage
CBO, on CreditWatch with positive implications.

The CreditWatch placement reflects factors that have positively
affected the credit enhancement available to support the class A-2
notes since the last rating action on Feb. 1, 2005.  The primary
factor was an increase in the level of overcollateralization
available to support the notes.

Since the last rating action, the transaction paid down $30.745
million, thereby improving the amount of overcollateralization
available to support the class A-2 notes.  According to the May 2,
2005, note valuation report, the class A-2 overcollateralization
ratio test increased to 128.92% from 119.35% after giving effect
to the May 2005 distribution.

Standard & Poor's will be reviewing the results of the current
cash flow runs generated for Nomura CBO 1997-1 Ltd. to determine
the level of future defaults the rated class can withstand under
various stressed default timing and interest rate scenarios, while
still paying all of the interest and principal due on the notes.
The results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the rating currently assigned
to the notes remains consistent with the credit enhancement
available.


               Rating Placed On Creditwatch Positive

                       Nomura CBO 1997-1 Ltd.

                                   Rating
                                   ------
                   Class     To               From
                   -----     --               ----
                   A-2       B+/Watch Pos     B+


                       Transaction Information

Issuer:             Nomura CBO 1997-1 Ltd.

Co-issuer:          Nomura CBO 1997-1 (Delaware) Corp.

Collateral manager: Nomura Corporate Research and Management

Underwriter:        Bear Stearns Cos. Inc.

Trustee:            JPMorgan Chase Bank N.A.

Transaction type:   Cash flow arbitrage high-yield CBO


NORTEL NETWORKS: HSR Waiting Period on PEC Acquisition Expires
--------------------------------------------------------------
Nortel (NYSE:NT)(TSX:NT) disclosed that the waiting period under
the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as
amended, relating to the proposed acquisition of PEC Solutions,
Inc. (Nasdaq:PECS) by Nortel's U.S. subsidiary, Nortel Networks
Inc. (NNI), has expired.  As previously announced, the tender
offer for all outstanding shares of common stock of PEC Solutions
is currently scheduled to expire at 12:00 midnight, New York City
time, on Tuesday, May 31, 2005.

As reported in the Troubled Company Reporter on May 4, 2005, NNI
will acquire PEC for an estimated US$448 million (net of cash
acquired) through a cash tender offer for all of the outstanding
shares of PEC at US$15.50 per share.  Nortel expects the
acquisition to be earnings per share neutral in 2005 and accretive
thereafter.

The acquisition of PEC is expected to provide the 'accelerator'
for Nortel to compete more fully and completely in the government
market.  Nortel PEC Solutions will combine PEC's high-end
professional services and Nortel's technology solutions to bring
greater value - including a strong combined security offering - to
existing partners, new partners, and customers in the U.S.
government market.

With approximately 1,700 employees, PEC has 30 program offices in
the U.S. in nine states and the District of Columbia.  PEC's
customer base includes:

      * the U.S. Secret Service,

      * U.S. Coast Guard,

      * Office of the Chief Information Officer for Homeland
        Security,

      * the Transportation Security Administration -- TSA,

      * Immigration and Customs Enforcement,

      * the Department of Justice,

      * Federal Bureau of Investigation,

      * the U.S. Marshall Service,

      * the Department of Defense,

      * the U.S. Postal Service, and

      * the Department of Veteran Affairs.

Upon completion of the transaction, expected in June 2005, PEC
will be aligned with Nortel Federal Network Solutions to create
Nortel PEC Solutions.  Saffell will continue to lead Nortel's
federal business.  Nortel PEC Solutions will continue to be
headquartered in Fairfax, Virginia.  PEC Chief Executive Officer
David C. Karlgaard, Ph.D., PEC President Paul G. Rice, and PEC
Chief Operating Officer Alan H. Harbitter, Ph.D. all will remain
on the senior executive leadership team.

                       Terms and Conditions

The merger agreement provides for Nortel to acquire PEC in a two-
step transaction in which a cash tender offer will be made for all
outstanding shares of PEC common stock at a price of US$15.50 per
share, representing a premium of approximately 28 percent for
PEC's stockholders based on the 30-day trailing average share
price of PEC on the NASDAQ National Market for the period ending
on April 25, 2005.

The tender offer will be followed by a merger in which the holders
of the remaining outstanding shares of PEC common stock will also
receive US$15.50 per share in cash, without interest. Consummation
of the transaction is subject to certain conditions, including the
tender of a specified number of the shares of PEC, receipt of
regulatory approvals, and other customary conditions.

Certain of PEC stockholders, who collectively beneficially own
approximately 53 percent of the fully diluted shares outstanding
of PEC, have entered into certain agreements in connection with
the merger agreement, including commitments to tender shares in
the offer.  In addition, these stockholders granted Nortel an
option exercisable under certain circumstances to purchase a
number of their shares representing 35 percent of the outstanding
shares of PEC.

The agreement has been unanimously approved by the boards of
directors of both Nortel and PEC.  BB&T Capital Markets and
Windsor Group acted as financial advisor to Nortel for this
transaction and JP Morgan represented PEC.

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.


NORTH AMERICAN: S&P Cuts Senior Unsecured Debt Rating to CCC+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
construction service provider North American Energy Partners Inc.
The long-term corporate credit rating was lowered to 'B-', the
senior secured debt rating to 'B', and the senior unsecured debt
rating to 'CCC+'.

In addition, the company's new $60 million senior secured notes
offering are rated 'B'.  The new senior secured notes will be
notched up from the corporate credit rating to reflect sufficient
collateral and enhanced recovery prospects.  At the same time, the
ratings were removed from CreditWatch where they were placed Jan.
19, 2005, with negative implications.  The outlook is negative.

"The ratings were lowered to reflect Standard & Poor's overall
assessment of the company's business and financial risk," said
Standard & Poor's credit analyst Daniel Parker.  "Although the
financing will address the immediate liquidity problems and the
covenant violations, we believe the company faces some significant
challenges with regards to restoring profitability and improving
its very aggressive financial profile," Mr. Parker added.

Proceeds from the secured notes offering will be used to repay
borrowings under the current bank facility, which was then
cancelled.  Concurrent with the senior secured notes offering, the
company also obtained a new C$40 million revolving credit facility
from a new syndicate, and issued C$7.5 million of preferred
shares.

The ratings on NAEP reflect the company's very aggressive
financial profile and vulnerable business profile, which are
partially offset by its leading market position in servicing oil
sands projects.  NAEP provides construction services such as site
preparation, ore removal, piling, and pipeline installation to oil
and gas and natural resource companies.

The business profile reflects the major risks the company faces,
which include:

    (1) delays or cancellations of oil sands projects,

    (2) additional competition,

    (3) margin pressures as oil sands producers try to lower
        costs, and

    (4) customer concentration risk.

These risks are partially offset by the company's leading position
in providing these services in its core market in the Province of
Alberta.

The outlook is negative.  The company's financial profile is very
aggressive and the company needs to execute a turnaround in
profitability in an increasingly competitive environment.  If
profitability can be restored to previous levels (EBITDA of about
C$60 million) and the company can generate positive free cash flow
after capital expenditures, the outlook could be revised to
stable.


NORTHWEST AIRLINES: S. Boda Replaces H. Adler as Vice President
---------------------------------------------------------------
Northwest Airlines (NASDAQ: NWAC) disclosed that Hector Adler,
vice president-in-flight services, has advised the company that he
intends to retire next month.

Suzanne Boda, Northwest's vice president-station operations, will
replace Adler as vice president-in-flight services.

"Hector Adler, who headed our in-flight services group since 1992,
has been instrumental in a number of in-flight enhancements
including the evolution of Northwest's World Business Class into
one of the top global business class offerings available.  In
addition, Hector led the airline's efforts to develop an on-board
flight attendant leadership program which increased the level of
on-board and destination-related services provided to our
customers," said Phil Haan, executive vice president-
international, alliances and information technology & chairman,
Northwest Cargo.  "We thank Hector for his 13 years of dedicated
service to our airline and wish him well as he returns to the East
Coast."

"Suzanne brings 22 years of front-line customer service experience
to her new position.  Her varied domestic and international
assignments as well as her commitment to ensuring an efficient
travel experience for our customers are key reasons why she was
asked to lead our in-flight group," Mr. Haan continued.

Ms. Boda, who joined the airline in 1983, has been responsible for
customer service at Northwest's 109 non-hub airports in the U.S.,
Canada and the Caribbean.  She has also served as vice president
of ground operations at Northwest's Memphis hub and managing
director of customer service at Memphis.  During her tenure at
Northwest, she has held a number of customer service positions in
Minneapolis and Los Angeles and worked in Tokyo as manager of
marketing automation for the Pacific region.  Ms. Boda is fluent
in Japanese.

She received bachelors' degrees in Asian studies and Spanish from
Gustavus Adolphus College in St. Peter, Minn.

Northwest Airlines is the world's fourth largest airline with hubs
at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam,
and approximately 1,600 daily departures. Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks. Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.


NORTHWEST ALUMINUM: Can Sell Shares of Stock & Use Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon approved
Northwest Aluminum Company and its debtor-affiliates' request:

   a) to sell certain assets outside of the ordinary course of
      business free and clear of all liens, claims and interests
      pursuant to 11 U.S.C. Section 3639(b); and

   b) to the extent the proceeds of the sale of those assets
      constitute cash collateral pursuant to 11 U.S.C. Section
      363(a), use that cash collateral pursuant to 11 U.S.C.
      Section 363(c).

The Court confirmed the Debtors' Third Modified Plan of
Reorganization on March 1, 2005, and the Plan took effect on
April 14, 2005.

             Stancorp Stock & Use of the Cash Collateral

The Court authorized the Debtors to sell some or all of the 10,440
shares of stock that Golden Aluminum Company holds in Stancorp
Financial Group, Inc.  Golden Aluminum is an affiliate of the
Debtors and was not reorganized under the Debtors' confirmed Plan.

The Debtors explain that the Stancorp Stock is traded on the New
York Stock Exchange, and as of April 12, 2005, the Stacorp Stock
was trading at $84.20 per share.  Consequently, the total market
value of the stock is approximately $877,000 before any deduction
for sales commissions or fees.

The Debtors will use the proceeds of the stock sale and the
proceeds of the sale that constitute cash collateral to pay
smelter mothball costs, their ratable share of post-petition
insurance premiums, and other ordinary course chapter 11
administrative expenses.

Golden Northwest Aluminum Holding Company, the holding company for
the reorganized Debtors, is the current holder of the First
Mortgage Liens and the claims and interests of the First Mortgage
Noteholders of the Debtors.  Golden Northwest has consented to the
sale of the Stancorp Stock free and clear of the First Mortgage
Liens.

The Debtors' use of the proceeds of the stock sale and the
proceeds that constitute cash collateral will be in strict
compliance with a six-week Budget covering the period from
April 24, to June 5, 2005.

A full-text copy of the Budget is available at no charge at:

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

Headquartered in The Dalles, Oregon, Northwest Aluminum Company
-- http://www.nwaluminum.com/-- is a subsidiary of Golden
Northwest Aluminum, Inc., engaged in the production of aluminum
billet for hot extrusion, hot or cold impact extrusion, and hot or
cold forging stock in most aluminum alloys.  The Company and its
debtor-affiliates filed for chapter 11 protection on November 10,
2004 (Bankr. D. Ore. Case No. 04-42061).  The case is jointly
administered under Golden Northwest Aluminum, Inc., (Bankr. D.
Ore. Case No. 03-44107).  Richard C. Josephson, Esq., at Stoel
Rives LLP, represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed estimated assets of $10 million to $50 million and
estimated debts of more than $100 million.


OAKWOOD HOMES: Poor Performance Prompts S&P to Watch Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services placed various ratings on
Oakwood Homes Corp. -related manufactured housing securitizations
on CreditWatch with negative implications.

The CreditWatch placements reflect the continued poor performance
exhibited by the underlying pools of manufactured housing
installment sales contracts and mortgage loans, as well as the
resulting deterioration of credit enhancement since Standard &
Poor's last rating actions in September 2004.

The performance of Oakwood's manufactured housing securitizations
has been deteriorating since late 2002 as a result of industrywide
problems, and, ultimately, its decision to file Chapter 11
bankruptcy.  Historically, when a manufactured housing
seller/servicer discontinues loan originations or declares
bankruptcy, dealer relations are negatively impacted and,
consequently, the ability to liquidate repossession inventory at
acceptable recovery rates becomes impaired.  This has been the
case with Oakwood, and the resulting increase in loss severities,
as well as default frequencies, has greatly affected transaction
performance.

The high level of repossessions and increased loss severities has
caused credit support in Oakwood's manufactured housing
securitizations to decline rapidly.  Most of the transactions have
experienced principal write-downs on their subordinate classes
and, in some cases, on the mezzanine classes as well.

In April 2004, Clayton Homes Inc., a subsidiary of Berkshire
Hathaway Inc., completed its acquisition of Oakwood and is
currently servicing the securitizations.

Standard & Poor's expects to complete a detailed review of the
credit performance of the securitizations listed below relative to
the remaining credit support within the next two months in order
to determine if any ratings actions are necessary.  The ratings
for each class could possibly move approximately one rating
category.

     Ratings Placed On Creditwatch With Negative Implications

           Oakwood Mortgage Investors Inc. Series 1995-A

                                Rating
                                ------
                  Class    To               From
                  -----    --               ----
                  B-1      A+/Watch Neg     A+

           Oakwood Mortgage Investors Inc. Series 1995-B

                                Rating
                                ------
                  Class    To               From
                  -----    --               ----
                  B-1      BBB/Watch Neg    BBB

           Oakwood Mortgage Investors Inc. Series 1996-B

                                Rating
                                ------
                  Class    To               From
                  -----    --               ----
                  A-6      AAA/Watch Neg    AAA

           Oakwood Mortgage Investors Inc. Series 1996-C

                                Rating
                                ------
                  Class    To               From
                  -----    --               ----
                  A-6      AAA/Watch Neg    AAA

           Oakwood Mortgage Investors Inc. Series 1997-A

                                Rating
                                ------
                  Class    To               From
                  -----    --               ----
                  A-6      AAA/WatchNeg     AAA
                  B-1      B-/Watch Neg     B-

           Oakwood Mortgage Investors Inc. Series 1997-B

                                Rating
                                ------
                  Class    To               From
                  -----    --               ----
                  M-1      AA/Watch Neg     AA

           Oakwood Mortgage Investors Inc. Series 1997-C

                                Rating
                                ------
                  Class    To               From
                  -----    --               ----
                  M-1      A/Watch Neg      A

           Oakwood Mortgage Investors Inc. Series 1998-A

                                Rating
                                ------
                  Class    To               From
                  -----    --               ----
                  A-4      AA-/Watch Neg    AA-
                  A-5      AA-/Watch Neg    AA-
                  M-1      BB-/Watch Neg    BB-

           Oakwood Mortgage Investors Inc. Series 1998-B

                                Rating
                                ------
                  Class    To               From
                  -----    --               ----
                  A-3      AA/Watch Neg     AA
                  A-4      AA/Watch Neg     AA
                  A-5      AA/Watch Neg     AA
                  M-1      BB/Watch Neg     BB

           Oakwood Mortgage Investors Inc. Series 1998-D

                                Rating
                                ------
                  Class    To               From
                  -----    --               ----
                  A        BBB+/Watch Neg   BBB+
                  A-1 ARM  BBB+/Watch Neg   BBB+

                           OMI Trust 1999-C

                                Rating
                                ------
                  Class    To               From
                  -----    --               ----
                  A-2      B/Watch Neg      B

                           OMI Trust 1999-D

                                Rating
                                ------
                  Class    To               From
                  -----    --               ----
                  A-1      BB-/Watch Neg    BB-
                  M-1      CCC/Watch Neg   CCC

                           OMI Trust 1999-E

                                Rating
                                ------
                  Class    To               From
                  -----    --               ----
                  A-1      B/Watch Neg      B
                  M-1      CCC/Watch Neg    CCC

                           OMI Trust 2000-C

                                Rating
                                ------
                  Class    To               From
                  -----    --               ----
                  A-1      B+/Watch Neg     B+

                           OMI Trust 2000-D

                                Rating
                                ------
                  Class    To               From
                  -----    --               ----
                  A-2      B-/Watch Neg     B-
                  A-3      B-/Watch Neg     B-
                  A-4      B-/Watch Neg     B-

                           OMI Trust 2001-D

                                Rating
                                ------
                  Class    To               From
                  -----    --               ----
                  A-1      B-/Watch Neg     B-
                  A-2      B-/Watch Neg     B-
                  A-3      B-/Watch Neg     B-
                  A-4      B-/Watch Neg     B-

                           OMI Trust 2001-E

                                Rating
                                ------
                  Class    To               From
                  -----    --               ----
                  A-1      B-/Watch Neg     B-
                  A-2      B-/Watch Neg     B-
                  A-3      B-/Watch Neg     B-
                  A-4      B-/Watch Neg     B-

                           OMI Trust 2002-A

                                Rating
                                ------
                  Class    To               From
                  -----    --               ----
                  A-1     BB-/Watch Neg     BB-
                  A-2     BB-/Watch Neg     BB-
                  A-3     BB-/Watch Neg     BB-
                  A-4     BB-/Watch Neg     BB-
                  M-1     CCC/Watch Neg     CCC

                           OMI Trust 2002-B

                                Rating
                                ------
                  Class    To               From
                  -----    --               ----
                  A-1      BB/Watch Neg     BB
                  A-2      BB/Watch Neg     BB
                  A-3      BB/Watch Neg     BB
                  A-4      BB/Watch Neg     BB
                  M-1      B-/Watch Neg     B-
                  M-2      CCC/Watch Neg    CCC

                           OMI Trust 2002-C

                                Rating
                                ------
                  Class    To               From
                  -----    --               ----
                  A-1      B/Watch Neg      B
                  M-1      CCC+/Watch Neg   CCC+
                  M-2      CCC/Watch Neg    CCC

        ABSC Manufactured Housing Contract Resecuritization
                         Trust 2004-OAK1

                                Rating
                                ------
                  Class    To               From
                  -----    --               ----
                  A-1      A-/Watch Neg     A-
                  A-2      A-/Watch Neg     A-
                  A-3      A-/Watch Neg     A-
                  A-4      BBB-/Watch Neg   BBB-


OMNICARE INC: Moody's Assigns Ba3 Rating to New $334M Securities
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Omnicare,
Inc., to negative from stable.  At the same time, Moody's assigned
a Ba3 rating to Omnicare Capital Trust II's approximately
$334 million in new Trust Preferred Income Equity Redeemable
Securities.

These new securities are being exchanged for Trust PIERS
previously issued by Omnicare Capital Trust I.  These securities
were offered in conjunction with an exchange offer that expired on
March 7, 2005.  Omnicare did not receive any proceeds from this
exchange offer.

Moody's also affirmed the Ba3 rating on the $11 million of
remaining Trust PIERS of Omnicare Capital Trust I, as well as
Omnicare's other long-term debt ratings and speculative grade
liquidity rating of SGL-1.

The outlook change reflects Moody's concerns that the transition
to a new reimbursement system for a large portion of Omnicare's
patients and ongoing competitive pricing pressures create
uncertainty regarding future margins in the pharmacy services
business.  In combination with these factors, Moody's said that
the company's financial risk may increase over the near-term
because of its plan to acquire Neighborcare.  If Omnicare enters
into a definitive agreement to buy Neighborcare and it results in
a material increase in leverage, the ratings would likely be
placed under review for possible downgrade.

The negative outlook incorporates uncertainty associated with a
new drug reimbursement model proposed under the Medicare
Modernization Act of 2003 that will affect institutional
pharmacies.  While a significant portion of Omnicare's revenues
(approximately 50%) are at risk for change, it is not yet clear
how the new system will affect Omnicare's performance.  Positive
features of the Medicare Part D legislation include recognition
for value-added services such as 24/7 access, and medication
management services.

In addition, it may be beneficial for Omnicare to negotiate rates
with insurers instead of entering into contracts at pre-determined
rates with individual states, many of which are placing
constraints on Medicaid spending.  However, other features,
including the introduction of a new Prescription Drug Plan layer
in the delivery system and the ability for PDPs to control drug
formularies, create some degree of uncertainty and therefore,
higher risk for the company.  Moody's acknowledges that the
changes proposed under the MMA become effective on
January 1, 2006, and, thus, the nature and timing of the effects
of MMA on Omnicare's future earnings remains unclear.

The negative outlook is also based in part on heightened
competition from retail drugstore chains and regional long term
care pharmacies.  Combined with prospects for additional debt
associated with a possible Neighborcare transaction, Moody's
believe it is less certain that Omnicare will maintain free cash
flow to adjusted debt ratios of approximately 15%.

Moody's also believes that the value that Neighborcare represents
to Omnicare, especially at what appears to be a relatively rich
purchase price, is made less certain by the anticipated
reimbursement changes for this sector.

If Omnicare raises its financial leverage to acquire Neighborcare
and, as a result, the pro forma combined enterprise's ratio of
free cash flow to adjusted debt falls below 15%, the ratings could
be lowered.  Alternatively, if cash flow levels deteriorate
because of competitive forces or lower government reimbursement,
the ratings could also face pressure.

However, if Omnicare is able to sustain a ratio of free cash flow
to adjusted debt of approximately 15% after considering the
acquisition of Neighborcare and any downside risks associated with
the implementation of MMA, the rating outlook could become stable.

The Ba1 rating reflects Omnicare's leading market position as a
provider of institutional pharmacy services.  This market position
should help better position Omnicare as the reimbursement method
for institutional pharmacies undergoes dramatic change.  We
believe that PDPs will likely be the large health benefits
companies and pharmacy benefit managers, that will need to
contract with institutional pharmacies to provide services to
seniors in nursing home settings that are also Medicaid eligible.

The company's SGL-1 rating reflects our expectation that Omnicare
will maintain relatively strong cash flow and low levels of
capital spending over the next 12 months.  Although the changes to
the reimbursement model provide higher uncertainty and contribute
to a negative outlook on the company's long-term debt ratings, the
actual legislation would be effective during less than half of the
next twelve month period.  Moody's believes that cash flow levels
should remain relatively steady over that time-frame.  Moody's
anticipates, however, that if the Neighborcare transaction is
consummated, the liquidity rating could be downgraded because of
the need to access external sources of liquidity to fund the
purchase price of the transaction as well as higher working
capital needs.

Omnicare offered to exchange its Trust PIERS to avoid share
dilution under new accounting guidelines.  Under terms of the new
securities, any conversion or put must be satisfied with cash
versus equity.  Moody's believes that these new terms could reduce
Omnicare's financial flexibility by increasing the demands on its
future liquidity.  Currently, Moody's believes the likelihood of
conversion is relatively low.  However, if this likelihood
increases, it could place pressure on the SGL-rating.

Rating assigned with a negative outlook:

Omnicare Capital Trust II:

   * Ba3 $334 million new convertible trust preferred securities,
     due 2033

Ratings affirmed with a negative outlook:

Omnicare Capital Trust I:

   * Ba3 $11 million convertible trust preferred securities,
     due 2033

Omnicare Inc.:

   * Ba1 senior implied;
   * Ba1 issuer rating;
   * Ba1 senior unsecured bank credit facility;
   * Ba2 senior subordinated notes;
   * SGL-1 speculative grade liquidity rating.

Omnicare, Inc, based in Covington, Kentucky, is the nation's
largest provider of:

   * professional pharmacy,

   * related consulting and data management services for long-term
     care,

   * assisted living and

   * other institutional health care providers.


OWENS CORNING: Objects to Wallkill's $400,000 Environmental Claim
-----------------------------------------------------------------
Between 1965 and 1995, Owens Corning manufactured and sold
fiberglass tanks for the underground storage of petroleum and
water.  Owens Corning sold its underground storage tank business
to Fluid Containment, Inc., now known as Containment Solutions,
Inc., in 1995.  Owens Corning, however, retained liability for
warranty and product-related claims with respect to the USTs it
had manufactured.

Wallkill Central School District alleges that an underground
storage tank manufactured by the Debtors and located on the
grounds of the Platekill Elementary School in Wallkill, New York,
"failed," resulting in a spill of approximately 9,500 gallons of
fuel into the surrounding environment.  Wallkill blamed the
Debtors for their failure to provide adequate warning of the
consequences of pressurized tank.

As a result, Wallkill filed Claim No. 890 against the Debtors.
Wallkill attached to its proof of claim an addendum and a copy of
an Owens Corning UST installation instruction manual.  Pursuant
to the Addendum, Wallkill seeks to recover damages resulting from
the failure of a fiberglass UST manufactured by Owens Corning and
located on Wallkill's property.

Wallkill also asserts damages, including environmental cleanup
costs, potential fines, costs of litigation and costs associated
with adjacent property owners' claims for damages, which "appear
to exceed $400,000 at present."  Wallkill maintains that its
Claim is entitled to priority treatment pursuant to Section
507(a)(1) of the Bankruptcy Code.  The incident allegedly
occurred after the Petition Date.

The Debtors dispute the Claim in its entirety and ask the Court
to disallow and expunge the Claim for three reasons:

   (1) Wallkill failed to provide adequate documentation in
       support of its claim;

   (2) Any loss incurred by Wallkill resulted from its failure
       to adhere to instructions; and

   (3) To the extent allowed, the Claim is not a priority
       administrative claim.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, tells the Court that Containment Solutions Inc. and
Owens Corning immediately investigated the incident.  Large
cracks were found in the inner and outer tank walls of the tank.
The nature and position of these cracks, together with the sudden
loss of the entire contents of the tank immediately following
refueling, demonstrated that the tank had essentially exploded
due to being overfilled under pressure.  That conclusion, Ms.
Stickles says, was consistent with the observations of witnesses
who reported hearing a loud noise and vibration when the tank was
being filled.  Those witnesses also reported that the delivery
truck filling the tank had pumped fuel into the tank under
pressure, rather than by gravity feed.

Ms. Stickles explains that fiberglass tanks like the one
installed at Wallkill's location are designed to be operated
under atmospheric pressure and should not be filled under greater
pressure, unless the tank and the delivery truck are equipped
with overfill shut-off equipment to prevent the tank from being
overfilled.  The installation instructions, which were provided
to Wallkill when the UST was purchased and installed in 1990,
warn against filling the tank under pressure in the absence of an
overfill shut-off equipment.  Ms. Stickles contends that the
Debtors are not responsible for losses that result from
Wallkill's failure to adhere to explicit instructions and from
the apparent negligence of its contractors.

Ms. Stickles points out that Wallkill's assertion that its losses
resulted from the Debtors' failure to warn against the practice
of filling fiberglass USTs under pressure is refuted by the
instructions that presumably had been in Wallkill's possession
and followed for 12 years.

Moreover, there is no basis for characterizing the Claim as
anything other than a general unsecured claim.  Ms. Stickles says
the courts in In re O'Brien Env't Energy, Inc., 181 F.3d 527,
532-33 (3d Cir. 1999); In re Harnischfeger Indus., Inc., 293 B.R.
650, 659 (Bankr. D. Del. 2003); and In re Dak Indus., Inc., 66
F.3d 1091, 1094 (9th Cir. 1995), used a two-prong test to
determine whether a creditor has an administrative claim:

   (1) The claimant must show either that the debtor -- not the
       prepetition entity -- incurred the transaction on which
       the claim is based, or that the claimant furnished the
       consideration to the debtor -- not the prepetition
       entity; and

   (2) It must show that the transaction resulted in a direct
       benefit to the debtor.

Ms. Stickles contends that Wallkill's claim does not satisfy
either of the criteria.  The Claim did not arise from any
transaction with the debtor.  It arose from a transaction with
the predecessor entity, which manufactured the tank, sold it to
Wallkill or Wallkill's predecessor, and provided the installation
and operating instructions that warned against filling the tank
under pressure in the absence of overfill shut-off equipment.

Neither would payment of the Claim convey any benefit on the
estate, Ms. Stickles further argues.  "Owens Corning is not
engaged in the manufacture and sale of fiberglass USTs; the
predecessor entity sold that business almost ten years ago"  Ms.
Stickles notes.  "Resolution of a claim concerning that business,
in particular the adequacy of the instructions provided at the
time of the sale of those tanks, can have no beneficial effect on
the Debtor's remaining building materials businesses."

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)


OWENS CORNING: Has Until Dec. 5 to Make Lease-Related Decisions
---------------------------------------------------------------
U.S. Bankruptcy Court for the District of Delaware extended the
deadline before which Owens Corning and its debtor-affiliates
can assume, assume and assign, or reject their unexpired
non-residential real property leases, through and including
December 5, 2005.

The Debtors sought the extension to avoid premature assumption of
substantial, long-term liabilities under certain leases or
forfeiture of benefits with some favorable leases.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, related that the Debtors have made substantial and
consistent progress in evaluating 347 unexpired non-residential
real property leases.  They have rejected 75 leases and assumed
or assumed and assigned 22 others.

As reported in the Troubled Company Reporter on Apr. 20, 2005, the
Debtors are still party to around 165 Unexpired Leases, which
are mostly for space used by them for conducting the production,
warehousing, distribution, sales, sourcing, accounting and
general administrative functions that comprise their businesses,
and are important assets of their estates.

Mr. Pernick explained that the assumption or rejection decisions
are an integral part of the Debtors' reorganization process and
accordingly should be dealt with globally through the plan
confirmation process.  Certain developments in the Debtors'
bankruptcy cases have impacted the confirmation process.
Recently, Mr. Pernick related, Judge Fullam issued a ruling
estimating the present and future asbestos liability of Owens
Corning at $7 billion.  The Debtors cannot predict at this
juncture whether any party will appeal Judge Fullam's ruling.

Requiring the Debtors to assume or reject the Unexpired Leases at
this point in their cases may foreclose them or other parties
from pursuing plan modifications or alternative plan structures
that rely on different dispositions of some or all of the
Unexpired Leases than is presently contemplated, Mr. Pernick
added.

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)


PAYLESS CASHWAYS: Judge Federman Dismisses Bankruptcy Case
----------------------------------------------------------
The Honorable Arthur B. Federman of the U.S. Bankruptcy Court for
the Western District of Missouri dismissed the bankruptcy case
filed by Payless Cashways, Inc., on May 19, 2005.

Judge Federman's decision to dismiss the Debtor's chapter 11 case
is based on the request filed by Silverman Consulting, Inc., the
Chapter 11 Trustee overseeing the Debtor's chapter 11 proceeding.

Craig R. Graff and Steven A. Nerger at Silverman Consulting
convinced Judge Federman that the Debtor's bankruptcy case should
be dismissed because:

   a) all of the Debtor's real and personal property has been
      liquidated and all assets, including potential causes of
      action, have been assigned or distributed in accordance with
      the priorities set forth in the Bankruptcy Code and the
      claims of the creditors of the estate as authorized or
      directed by the Bankruptcy Court;

   b) the Debtor is administratively insolvent and has only been
      able to make distributions to secured creditors and to
      holders of allowed administrative claims in the amount
      of 19.43% of their claims; and

   c) the Chapter 11 Trustee is unable to propose a confirmable
      chapter 11 plan and there is no benefit to the Debtor's
      creditors for the Trustee to continue the Debtor's chapter
      11 case.

Judge Federman concludes that these facts satisfy cause to dismiss
the Debtor's bankruptcy case pursuant to 11 U.S.C. Section
1112(b).

Judge Federman orders that Silverman Consulting will be
responsible for the timely payment of fees to the Office of the
U.S. Trustee that are incurred pursuant to 28 U.S.C. Section
1930(a)(6) and to serve the quarterly disbursement report on the
U.S. Trustee through the date of the entry of the Court's
dismissal order, and Silverman Consulting is authorized to destroy
all remaining records of the Debtor's estate after March 31, 2008.

Headquartered in Lee's Summit, Missouri, Payless Cashways, Inc.,
is a retail operator of building material stores.  The Company
filed for chapter 11 protection on June 4, 2001 (Bankr. W.D. Mo.
Case No. 01-42643).  Kathryn B. Bussing, Esq. and Benjamin F.
Mann, Esq., at Blackwell Sanders Peper Martin LLP represent the
Debtor.  Arthur A. Chaykin, Esq., at Polsinelli Shalton & Welte
represents the Chapter 11 Trustee. When the Company filed for
chapter 11 protection it listed $552,962,000 in assets and
$473,305,000 in debts.  The Court dismissed the Debtor's
bankruptcy case on May 19, 2005.


PEGASUS COMMUNICATIONS: Nasdaq Issues Delisting Notice
------------------------------------------------------
Pegasus Communications Corporation (NASDAQ: PGTVE) received notice
from Nasdaq that Pegasus' Class A common stock will be delisted
effective with the open of business on Friday, May 20, 2005.
Based on the delisting notice received from Nasdaq, the Company
believes that the findings of fact reported to the Nasdaq Listing
Qualifications Panel are incorrect.  The Company intends to file a
request for reconsideration by the Nasdaq Listing Qualifications
Panel.  Pursuant to Nasdaq's rules, the Company is required to
file its request for reconsideration within seven calendar days of
receiving the delisting notice and the Nasdaq Listing
Qualifications Panel has until 15 calendar days after the
delisting notice to respond to the request for reconsideration.

Separately, the Company filed an appeal today with the Nasdaq
Listing and Hearing Review Council seeking a review of the Nasdaq
Listing Qualifications Panel's decision to delist.  Neither this
appeal nor the Company's intended request for reconsideration will
stay the delisting unless and until the Listing Qualifications
Panel or the Review Council decide otherwise.  The Company
anticipates that its Class A common stock will trade on the Pink
Sheets during the period that it is not listed on Nasdaq.

The notice of delisting follows:

    (a) an April 5, 2005 Nasdaq staff determination that the
        Company had failed to comply with the Nasdaq filing
        requirement, as set forth in Marketplace Rule 4310(c)(14),
        due to the fact that it had not filed its Annual Report on
        Form 10-K for the year ended December 31, 2004 with the
        SEC by March 31, 2005,

    (b) a May 5, 2005 hearing before a Nasdaq Listing
        Qualifications Panel, and

    (c) the May 18, 2005 filing of the Company's Form 10-K and the
        Company's request, submitted after the filing of the Form
        10-K but before the notice of delisting, that the Nasdaq
        Listing Qualifications Panel grant Pegasus' request for an
        exception to allow Pegasus until June 15, 2005 to file its
        Form 10-Q for the quarter ended March 31, 2005.

The Company is working diligently to file its first quarter Form
10-Q and anticipates filing the Form 10-Q on or before June 15,
2005.  After the first quarter Form 10-Q is filed, the Company
believes that it will be able to timely file its future reports
since the circumstances that led to the late filings are
nonrecurring and other than the untimely filing of its first
quarter Form 10-Q the Company is otherwise in compliance with
Nasdaq's requirements.

                    About the Company

Pegasus Communications Corporation (NASDAQ: PGTVE) provides
wireless Internet access to residential and enterprise customers
and is a licensee of 700 MHz spectrum covering in excess of 180
million people that will in future enable the delivery of
broadband communications to fixed and mobile users in major
markets such as New York, Boston, Philadelphia, Pittsburgh,
Cleveland, Detroit, Chicago, Miami, Tampa, Phoenix, San Francisco,
Sacramento, Portland and Seattle.

At Dec. 31, 2004, Pegasus Communications Corporation's balance
sheet showed a $215,199,000 stockholders' deficit, compared to
$304,118,000 of positive equity at Dec. 31, 2003.


PHOENIX COLOR: Moody's Reviews $105 Million Notes' Junk Rating
--------------------------------------------------------------
Moody's Investors Service has placed the ratings of Phoenix Color
Corp. on review for possible downgrade and has withdrawn the
ratings of its proposed senior secured credit facilities.

Details of the ratings action are:

Ratings placed on review for possible downgrade:

   * $105 million senior subordinated notes, due 2009 -- Caa1
   * Senior implied rating -- B2
   * Issuer rating - Caa1

Ratings withdrawn:

   * $15 million first lien revolving credit facility,
     due 2010 -- B2

   * $80 million first lien term loan facility, due 2011 -- B2

   * $35 million second lien term loan facility, due 2011 -- Caa1

This action follows the company's announcement:

   (1) that it is revising the financial information and
       projections that were recently provided to Moody's in
       connection with a rating assignment; and

   (2) that it is no longer considering a refinancing of all or a
       portion of its outstanding debt.

The review will assess the robustness of management's forecasting
tools and will consider the implications of the proposed revisions
of pro forma 2004 financial information and projections which
management provided to Moody's and upon which Moody's based its
credit opinion.

Headquartered in Hagerstown, Maryland, Phoenix Color Corp. is a
leading manufacturer of book components and multicolored books.
The company reported sales of $99 million in 2004.


PNC MORTGAGE: Moody's Affirms 6 Certs. Classes' Low-B Ratings
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of eight classes
and affirmed the ratings of eleven classes of PNC Mortgage
Acceptance Corp., Commercial Mortgage Pass-Through Certificates,
Series 2001-C1 as:

   -- Class A-1, $96,593,502, Fixed, affirmed at Aaa
   -- Class A-2, $560,781,000, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class B, $33,060,000, Fixed, upgraded to Aaa from Aa2
   -- Class C-1, $18,856,000, Fixed, upgraded to Aa3 from A2
   -- Class C-2, $12,000,000, Fixed, upgraded to Aa3 from A2
   -- Class C-2X, Notional, upgraded to Aa3 from A2
   -- Class D, $11,020,000, Fixed, upgraded to A2 from A3
   -- Class E, $8,816,000, Fixed, upgraded to A3 from Baa1
   -- Class F, $13,224,000, Fixed, upgraded to Baa1 from Baa2
   -- Class G, $7,714,000, Fixed, upgraded to Baa2 from Baa3
   -- Class H, $16,530,000, Fixed, affirmed at Ba1
   -- Class J, $14,326,000, Fixed, affirmed at Ba2
   -- Class K, $5,510,000, Fixed, affirmed at Ba3
   -- Class L, $8,816,000, Fixed, affirmed at B1
   -- Class M, $4,408,000, Fixed, affirmed at B2
   -- Class N, $2,204,000, Fixed, affirmed at B3

As of the May 12, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 6.2% to
$826.5 million from $881.6 million at securitization.  The
Certificates are collateralized by 118 mortgage loans secured by
commercial and multifamily properties.  The loans range in size
from less than 1.0% to 10.2% of the pool, with the top ten loans
representing 37.2% of the pool.  The pool includes two investment
grade shadow rated loans, representing 19.3% of the pool, and a
conduit component, representing 80.7% of the pool.  Two loans,
representing 1.1% of the pool, have defeased and have been
replaced with U.S. Government securities.  Two loans have been
liquidated from the trust resulting in realized losses of
approximately $5.1 million.

Two loans, representing 2.7% of the pool, are in special
servicing.  Moody's has not estimated any losses for the specially
serviced loans at this time.  Twenty-five loans, representing
16.3% of the pool, are on the master servicer's watchlist.

Moody's was provided with partial year or calendar year 2004
operating results for 97.0% of the performing loans.  Moody's loan
to value ratio for the conduit component is 84.9%, compared to
89.1% at securitization.  Based on Moody's analysis, 10.4% of the
conduit pool has a LTV greater than 100.0%, compared to 0.3% at
securitization.  The upgrade of Classes B, C-1, C-2, C-2X, D, E,
F, and G is primarily due to improved overall pool performance and
increased subordination levels.

The largest shadow rated loan is the Danbury Mall Loan
($84.0 million - 10.2%), which is a participation interest in a
first mortgage loan secured by a 1.3 million square foot regional
mall located in Danbury, Connecticut.  The first mortgage loan,
which has a current outstanding balance of approximately
$169.4 million, is comprised of three notes.  Only Note A2 is in
included in this transaction.  Notes A1 and B secure the
Certificates of Danbury Fair Mall Trust, Series 2001-DFM.  The
mall is anchored by Macy's, Sears, Filene's, J.C. Penney and Lord
& Taylor.  The property is 96.7% occupied, essentially the same as
at securitization.  Performance has been stable.  Moody's current
shadow rating is Aaa, the same as at securitization.

The second shadow rated loan is the Mills Loan ($75.0 million -
9.1%), which is a participation interest in a first mortgage loan
secured by two regional malls -- Potomac Mills and Gurnee Mills.
The first mortgage loan, which has a current outstanding balance
of approximately $341.7 million, is comprised of four notes.  Only
Note A2B is included in this transaction.  Notes A1, A2A and B
secure the Certificates of Potomac/Gurnee Mills Trust, Series
2001-XLPGM.  Potomac Mills is a 1.6 million square foot regional
center located in Prince William County in northern Virginia.
Gurnee Mills is a 1.7 million square foot regional mall located
north of Chicago in Lake County, Illinois.  The overall occupancy
of the two properties is 92.6%, compared to 95.3% at
securitization and resulting in a slight decline in the
portfolio's performance.  Moody's current shadow rating is Aaa,
the same as at securitization.

The top three conduit loans represent 8.0% of the outstanding pool
balance.  The largest conduit loan is the River Center Loan
($27.9 million - 3.4%), which is secured by a 469,000 square foot
office/industrial building located in Milwaukee, Wisconsin.  The
property is 84.0% occupied, essentially the same as at
securitization.  Major tenants include:

   * US Bank (Moody's senior unsecured rating Aa1; 17.0% NRA;
     lease expiration 2010),

   * Aurora Medical Group (13.0% NRA; lease expiration 2013) and

   * M&I Data Service (11.0% NRA; lease expiration 2010).

Moody's LTV is 94.6%, compared to 98.3% at securitization.

The second largest conduit loan is the Deer Grove Shopping Center
Loan ($19.8 million - 2.4%), which is secured by a 214,000 square
foot retail center located approximately 30 miles northwest of
Chicago in Palatine, Illinois.  The property is 98.7% occupied,
compared to 100.0% at securitization.  The center is anchored by
Dominick's Grocery (29.0% GLA; lease expiration 2016) and Linens
N' Things (23.4% GLA; lease expiration 2012).  The property's
performance has declined slightly due to lease turnover.  Moody's
LTV is 89.1%, compared to 87.0% at securitization.

The third largest conduit loan is the Overland Crossing Shopping
Center Loan ($18.4 million - 2.2%), which is secured by a 172,000
square foot retail center located in Overland Park, Kansas.  The
property is 100.0% leased, the same as at securitization.  The
center is anchored by J.C. Penney, Office Max and Circuit City.
Moody's LTV is 88.0%, compared to 91.1% at securitization.

The pool's collateral is a mix of:

   * retail (40.2%),
   * office and mixed use (24.1%),
   * multifamily (17.9%),
   * industrial and self storage (11.0%),
   * lodging (5.7%) and
   * U.S. Government securities (1.1%).

The collateral properties are located in 32 states.  The highest
state concentrations are:

   * California (15.8%),
   * Connecticut (11.8%),
   * Illinois (11.2%),
   * Texas (8.2%) and
   * Maryland (7.5%).

All of the loans are fixed rate.


PUBLICARD INC: March 31 Balance Sheet Upside-Down by $5.8 Million
-----------------------------------------------------------------
PubliCARD, Inc. (OTCBB:CARD) reported its financial results for
the three months ended March 31, 2005.

Revenues for the first quarter of 2005 decreased to $751,000,
compared to $828,000 in 2004.  Foreign currency changes had the
effect of increasing revenues by 3%.  Excluding the impact of
foreign currency changes, revenues in 2005 decreased by 12% driven
by a decline in direct sales to customers located in the United
Kingdom as well as a decline in shipments to non-U.S. distribution
partners.  The Company reported a net loss for the quarter ended
March 31, 2005 of $719,000, compared with a net loss of $503,000,
a year ago.  The 2004 results include a gain of $477,000 relating
to an agreement to assign to a third party certain insurance
claims against a group of historic insurers.  The claims involved
several historic general liability policies of insurance issued to
the Company. As of March 31, 2005, cash and short-term investments
totaled $1,527,000.

                       Going Concern Doubt

The Company sponsored a defined benefit pension plan that was
frozen in 1993.  In January 2003, the Company filed a notice with
the Pension Benefit Guaranty Corporation seeking a "distress
termination" of the Plan.  In September 2004, the PBGC proceeded
to terminate the Plan and was appointed as the Plan's trustee.

As a result of the Plan termination, the Company's 2003 and 2004
funding requirements due to the Plan amounting to $3.4 million
through September 15, 2004 were eliminated.  As such, management
believes that existing cash and short term investments may be
sufficient to meet the Company's operating and capital
requirements at the currently anticipated levels through December
31, 2005.  However, additional capital will be necessary in order
to operate beyond December 31, 2005 and to fund the current
business plan and other obligations.  While the Company is
considering various funding alternatives, the Company has not
secured or entered into any arrangements to obtain additional
funds.  There can be no assurance that the Company will be able to
obtain additional funding on acceptable terms or at all.

If the Company cannot raise additional capital to continue its
present level of operations it is not likely to be able to meet
its obligations, take advantage of future acquisition
opportunities or further develop or enhance its product offering,
any of which would have a material adverse effect on its business
and results of operations and is likely to lead the Company to
seek bankruptcy protection.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
The consolidated financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.  The independent auditors' reports on the Company's
Consolidated Financial Statements for the years ended December 31,
2004, 2003 and 2002 contained emphasis paragraphs concerning
substantial doubt about the Company's ability to continue as a
going concern.

The Company currently has no capacity for commercial debt
financing.  Should such capacity become available it may be
adversely affected in the future by factors such as higher
interest rates, inability to borrow without collateral, and
continued operating losses.  Borrowings may also involve covenants
limiting or restricting its operations or future opportunities.


                       About the Company

Headquartered in Manhattan, PubliCARD, Inc., through its Infineer
Ltd. subsidiary, designs smart card solutions for educational and
corporate sites.  The Company's future plans revolve around a
potential acquisition strategy that would focus on businesses in
areas outside the high technology sector while continuing to
support the expansion of the Infineer business.  However, the
Company will not be able to implement such plans unless it is
successful in obtaining additional funding, as to which no
assurance can be given.  More information about PubliCARD can be
found on its web site http://www.publicard.com/

At Mar. 31, 2005, PubliCARD, Inc.'s balance sheet showed a
$5,867,000 stockholders' deficit, compared to a $5,159,000 deficit
at Dec. 31, 2004.


PURE FISHING: Disappointing Performance Cues S&P to Pare Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on fishing
tackle manufacturer Pure Fishing Inc., including its corporate
credit rating to 'B+' from 'BB-'.

The recovery ratings on both first- and second-lien bank loans
remain unchanged, indicating that first-lien lenders can expect
marginal recovery of principal (25%-50%) in the event of a
bankruptcy, and that second-lien lenders can expect negligible
recovery of principal in the event of a bankruptcy (0%-25%).  The
outlook is stable.  Total debt outstanding at PFI as of March 31,
2005, was approximately $193.8 million, excluding operating
leases.

The downgrades reflect the company's lower-than-expected sales and
earnings growth over the past several quarters, tight covenants,
and its weaker-than-expected credit measures.  "Due to the
challenging operating environment, we believe that PFI will take
longer than previously expected to reduce its debt," said Standard
& Poor's credit analyst Mark Salierno.

Spirit Lake, Iowa-based PFI's weaker performance for the past 12
months is due to revenue softness in the North American, European,
and Asian markets.  In addition, earnings suffered from rising
commodity prices and increased logistics expenses related to
streamlining the supply chain and the start-up of the company's
European distribution center.

Although sales and earnings have been below expectations, Standard
& Poor's expects overall financial performance to stabilize in the
near term.  Failure to achieve stabilization, especially in the
strategically important North American, European, and Asian
regions, could lead to a negative outlook.  Although less likely
over the intermediate term, should the company reduce debt, and
increase and maintain profitability to levels appropriate for a
firm 'BB' category rating, the outlook could be revised to
positive.


RELIANCE FINANCIAL: Reorganization Plan Took Effect on April 22
---------------------------------------------------------------
Arnold Gulkowitz, Esq., at Orrick, Herrington & Sutcliffe, in New
York City, on behalf of the Official Committee of Unsecured
Creditors, advises the U.S. Bankruptcy Court for the Southern
District of New York that, as of April 22, 2005, all conditions
to consummation of the amended Plan of Reorganization for
Reliance Financial Services Corporation were either satisfied or
waived.  Mr. Gulkowitz says the Creditors' Committee waived
certain specific conditions and any other conditions to
consummation of the Plan that were not yet satisfied.
Accordingly, the RFSC Plan became effective on April 22.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation. Reliance Financial, in
turn, owns 100% of Reliance Insurance Company. The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts. The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  The Court confirmed the
Creditors' Committee's Plan of Reorganization on Jan. 25, 2005.
(Reliance Bankruptcy News, Issue No. 74; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


RESORTS INT'L: Weak Performance Cues S&P's Negative Outlook
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Resorts
International Holdings LLC to negative from stable.

Concurrently, Standard & Poor's affirmed its ratings on Resorts,
including its 'B+' corporate credit rating.

The outlook revision follows disappointing first quarter
performance (collectively) for the period ended March 31, 2005, by
the four properties that Resorts now owns.  While the properties
were not acquired until April 26, 2005, the weak first quarter
performance will now make it difficult for the company to achieve
the improvement to credit measures that we previously expected.
"We had noted earlier that credit measures were somewhat weak for
the ratings, but had maintained a stable outlook under the
expectation that the company's financial profile would improve
meaningfully over the next couple of years.  It is now likely that
credit measures will remain weak for the ratings for a longer
period, and there exists little room for further declines in
operating performance at the current ratings level," said Standard
& Poor's credit analyst Peggy Hwan.

Financial performance for three of the four assets acquired by
Colony Capital LLC were not publicly made available for the
quarter ended March 31, 2005; however, the Atlantic City Hilton,
which contributes roughly 30% of property level EBITDA to Resorts,
experienced an 82% decline in EBITDA to $2 million for the quarter
ended March 31, 2005 from $11 million in the same prior-year
period.  Revenues during this timeframe declined 13% year-over-
year due in part to weather-related issues experienced in the
early part of the quarter; however, the market as a whole
experienced a 0.6% increase in gross gaming revenues for the
quarter ended March 31, 2005.


SHOPKO STORES: Earns $600,000 of Net Income in First Quarter
------------------------------------------------------------
ShopKo Stores, Inc. (NYSE: SKO) reported financial results for the
first quarter ended April 30, 2005.  Net income for the first
quarter of 2005 was $600,000 compared with a net loss of $2.4
million last year.  First quarter 2005 earnings included merger-
related expenses of $1.1 million.

Consolidated sales decreased 4.3 percent to $703.3 million in the
first quarter of 2005 compared with $735.0 million for the
comparable period last year.  Consolidated comparable store sales
decreased 4.8 percent.

Commenting on the quarter, ShopKo Stores, Inc. chief financial
officer and co-chief executive officer Brian Bender said, "The
improvement in earnings is a result of focusing on profitable
sales accompanied by disciplined expense control.  Closely
monitoring sales allowed us to appropriately adjust inventories,
which declined 7.3 percent when compared to the same period last
year."

Consolidated gross margin as a percent of sales was 26.7 percent
in the first quarter of 2005 compared with 25.0 percent last year.
This increase is primarily attributable to a reduction in
promotional activity as well as better-managed clearance inventory
markdowns.

Consolidated selling, general and administrative expenses for the
first quarter of 2005 were essentially flat when compared to the
same period last year.  Consolidated SG&A expenses, as a percent
of sales, however, increased to 23.0 percent from 21.9 percent
last year primarily due to the decline in sales.

                      Other Factors

Consolidated inventories ended the first quarter at $597.3
million, which represents a $46.9 million or 7.3 percent decrease
compared to the same period last year.

Interest expense was $7.4 million compared with $8.6 million last
year, a reduction of 14.1 percent, due primarily to lower debt
levels.  Debt declined by $102.7 million compared with the first
quarter of 2004.

The company's effective tax rate for the first quarter was 38.5
percent in 2005 compared to 39.0 percent in the first quarter of
2004.

Capital expenditures were $2.8 million compared with $10.4 million
last year, which included $6.1 million for expansion of the Omaha
distribution facility.

              Second Quarter/Fiscal 2005 Outlook

The business outlook excludes any consideration of the pending
merger transaction and related expenses.  The company expects its
consolidated comparable store sales for the second quarter ending
July 30, 2005 to be in the negative mid single digit range.
Second quarter earnings are expected to be in the range of $0.20
to $0.30 per diluted share.

For the fiscal year ending January 28, 2006, the company expects
its comparable store sales to be flat to last year, and earnings
per diluted share to be in the range of $1.45 to $1.60.

                   Merger Transaction Update

As previously reported, the company signed a definitive merger
agreement on April 7, 2005 to be acquired by an affiliate of
Goldner Hawn Johnson & Morrison Incorporated.  The preliminary
proxy statement with respect to the proposed transaction is
expected to be filed with the Securities and Exchange
Commission in the next few weeks and the company currently
anticipates that the transaction will close late in the company's
second fiscal quarter or early in the third fiscal quarter.

                      About the Company

ShopKo Stores, Inc. -- http://www.shopko.com/-- is a retailer of
quality goods and services headquartered in Green Bay, Wisconsin,
with stores located throughout the Midwest, Mountain and Pacific
Northwest regions.  Retail formats include 140 ShopKo stores,
providing quality name-brand merchandise, great values, pharmacy
and optical services in mid-sized to larger cities; 223 Pamida
stores, 117 of which contain pharmacies, bringing value and
convenience close to home in small, rural communities; and three
ShopKo Express Rx stores, a new and convenient neighborhood
drugstore concept.  With more than $3.0 billion in annual sales,
ShopKo Stores, Inc. is listed on the New York Stock Exchange under
the symbol SKO.


                       *     *     *

As reported in the Troubled Company Reporter on April 18, 2005,
Moody's Investors Service placed the long-term debt ratings of
Shopko Stores, Inc., on review for possible downgrade following
the company's announcement that it had signed a definitive merger
agreement to be acquired by an affiliate of Goldner Hawn Johnson &
Morrison.  The downgrade reflects the anticipated significant
increase in leverage as a result of the proposed transaction.

The transaction is valued at slightly more than $1 billion and is
expected to be funded predominantly from debt with only $30
million of the purchase price to be funded by equity.  The company
has received a commitment from Bank of America to provide $700
million in real estate financing and additional commitments from
Bank of America and Back Bay Capital Funding LLC to provide $415
million in senior debt financing.

The proceeds from these financings along with the $30 million of
equity will be used to pay the merger consideration, refinance the
borrowings under the existing revolving credit facility, fund the
amounts due under the expected tender offer for the $100 million
senior unsecured notes due 2022, plus all fees and expenses.

In addition, the financing will be used to cover all future
working capital needs.  If substantially all of the senior notes
are tendered the rating on those notes will be withdrawn.  The
review will focus on the debt protection measures of Shopko post
acquisition as well as the company's business strategy going
forward.

These ratings are placed on review for possible downgrade:

   * Senior implied of B1;
   * Issuer rating of B2; and
   * Senior unsecured notes due 2022 of B2.


SKILLED HEALTHCARE: Moody's Junks Planned $145M 2nd Lien Term Loan
------------------------------------------------------------------
Moody's assigned a B1 rating to Skilled Healthcare Group, Inc.'s
proposed first lien credit facilities, consisting of a $50 million
revolver and a $225 million first lien term loan, and a Caa1
rating to the proposed $145 million second lien term loan.

Moody's also affirmed Skilled Healthcare's senior implied rating
of B2.

The rating action follows the announcement by Skilled Healthcare
that it will use the proceeds from the new credit facilities to:

   * refinance the company's existing indebtedness;

   * pay related fees, expenses and prepayment penalties; and

   * fund a dividend of approximately $106 million to its
     shareholders.

These ratings are affected:

Ratings assigned:

    $50 million senior secured first lien revolving credit
     facility due 2010, rated B1

    $225 million senior secured first lien term loan due 2012,
     rated B1

    $145 million senior secured second lien term loan due 2013,
     rated Caa1

Ratings affirmed:

    Senior implied rating, B2

    Senior secured first lien revolving credit facility due 2009,
     B1 (to be withdrawn on the close of the proposed transaction)

    Senior secured first lien term loan due 2010, B1 (to be
     withdrawn on the close of the proposed transaction)

    Senior secured second lien term loan due 2011, B3 (to be
     withdrawn on the close of the proposed transaction)

The outlook is stable.

The ratings reflect:

   * the company's high debt leverage following the transaction;

   * the decreased financial flexibility resulting from the
     conversion to debt of a significant portion of the company's
     equity;

   * lack of geographic diversification;

   * Skilled Healthcare's susceptibility to changes in government
     reimbursement programs either through Medicare or Medicaid;
     and

   * exposure to professional liability claims against the
     company.

The ratings also reflect:

   * the improved cash generation since emerging from bankruptcy
     in August 2003;

   * Skilled Healthcare's leading position in the markets it
     serves;

   * the company's attractive quality mix, which has contributed
     to strong margin performance; and

   * recent acquisitions such as the Vintage Park Group in Kansas
     that help to diversify the company's geographic
     concentration.

Additionally, several developments should help to limit the
company's exposure to professional liability claims in the future,
including: tort reform in Texas applicable to all cases filed on
or after September 1, 2003, limitations on losses due to
bankruptcy protection, and the implementation of an arbitration
program.  The ratings also reflect the recent announcement that
proposed changes to Medicare reimbursement, including refinement
of the resource utilization groups would likely result in no
change in overall SNF Medicare payments in 2006 compared with
fiscal 2005.  Therefore, Moody's does not expect the change in
reimbursement to have a significant effect on the revenue of the
company in 2006.

The stable outlook anticipates continued favorable operating
performance for the company.  A near-term stable reimbursement
environment and moderate expectations for capital expenditures
should provide the company with free cash flow available to
decrease leverage.  Moody's also expects the company to continue a
measured approach to acquisitions.  Additionally, the divestiture
of the company's pharmacy business in March 2005 will allow for
increased focus on the operations of the company's rehabilitation
business and the delivery of its core inpatient services.

Material deleveraging and debt reduction such that free cash flow
to adjusted debt ratios reach a sustainable level above 10% could
result in upward pressure on the ratings.  However, other factors,
such as the company's relative size and limited geographic
diversity could constrain upward movement of the ratings.

Skilled Healthcare is currently among the leaders in the industry
in quality mix, defined as the proportion of revenues attributable
to Medicare and commercial/private payors.  If the company is
unsuccessful in maintaining this mix of business resulting in
pressure on its healthy EBITDA margins, then Moody's would likely
see pressure on the ratings.  Additionally, if the frequency and
severity of professional liability claims were to increase,
resulting in higher accruals and pressure on operating margins, or
if the company's previous professional liability accruals were
understated resulting in a higher accrual rate going forward with
an associated reduction in operating margins, the ratings could be
downgraded.  Moody's would consider downgrading the rating if a
combination of these or other factors result in cash flow from
operations to adjusted debt ratios that are expected to remain
below 5%.

Pro forma for the transaction, the acquisition of the Vintage Park
Group facilities in December 2004, and the sale of the pharmacy
business in March 2005, adjusted cash flow coverage of debt for
the twelve months ended March 31, 2005 would have been
approximately 11% while adjusted free cash flow coverage of debt
would have been approximately 9%.  EBIT coverage of interest would
have been approximately 2.2 times.  Leverage, defined as adjusted
debt to EBITDAR, would have been 5.7 times.

Moody's believes that the use of EBITDA and related EBITDA ratios
as a single measure of cash flow without consideration of other
factors can be misleading.

Pro forma for the transaction, Skilled Healthcare will have access
to a $50 million revolving credit facility with no amounts drawn
at closing.  Moody's expects the company to generate adequate free
cash flow following the refinancing and remain in compliance with
applicable covenant requirements.  However, Moody's expects
liquidity to be tight with very modest cash balances maintained
over the next few years.

The first lien senior secured facility is rated one notch above
the level of the senior implied rating to reflect that it is
adequately collateralized by the company's 50 owned facilities.
The second lien debt is notched two levels below the senior
implied rating to reflect its second priority and the increased
exposure to loss given the proposed $80 million increase in first
lien facilities.  Additionally, the facilities make up a
significant portion of the company's pro forma capitalization
increasing the probability of the absorption of losses at the
second lien facility level.

Moody's ratings are subject to our review of final documentation
for the transaction.

Headquartered in Foothill Ranch, CA, Skilled Healthcare Group,
Inc. operates long-term care facilities and provides post-acute
care and rehabilitation services.  As of March 2005, the company
operated 58 skilled nursing facilities and 13 assisted living
facilities, with a total of 8,190 licensed beds, in California,
Texas, Kansas and Nevada.

For the twelve months ended March 31, 2005, Skilled Healthcare
recognized revenues of $392 million.


SKIN NUVO: Wants Kolesar & Leatham as Co-Counsel
------------------------------------------------
Skin Nuvo International, LLC, and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Nevada for permission to
retain Kolesar & Leatham, Chtd., as their bankruptcy co-counsel,
nunc pro tunc to March 7, 2005.

Kolesar & Leatham will:

    a) render legal services with respect to the power and duties
       of the Debtors that continue to operate its business and
       manage its properties as debtors in possession;

    b) negotiate, prepare and file a plan or plans of
       reorganization and disclosure statements in connection with
       such plans, and otherwise promote the financial
       rehabilitation of the Debtors;

    c) take all necessary action to protect and preserve the
       Debtor's estates, including the prosecution of actions on
       the Debtor's behalf, the defense of any actions commenced
       against the Debtors, negotiations concerning all litigation
       in which the Debtors are or become involved, and the
       evaluation and objection to claims filed against the
       estate;

    d) prepare, on behalf of the debtors, all the necessary
       applications, motions answers, orders, reports and papers
       in connection with the administration of the Debtor's
       estates, and appear on behalf of the Debtors at all Court
       hearing in connection with the Debtor's cases;

    e) render legal advice and perform general legal services in
       connection with these chapter 11 cases.

The Debtors paid Kolesar & Leatham a $25,000 retainer for
prepetition services and to secure payment of a portion of the
Firm's postpetition fees.

Subject to the Court's approval, Kolesar & Leatham will charge the
Debtors these customary hourly rates:

       Designation                      Rate
       -----------                      ----
       Partners and Counsels        $300 - $375
       Associates                    225 -  290
       Paralegals                    100 -  150


Kolesar & Leatham's attorneys who will likely provide legal
services on these chapter 11 proceedings will charge according to
these hourly rates:

      Attorney                          Rate
      --------                          ----
      Nile Leatham, Esq.                $375
      Randolph L. Howard, Esq.           375
      Elliot R. Eisner, Esq.             375
      Matthew D. Saltzman, Esq.          300
      James B. Macrobbie, Esq.           275
      Joseph Mugan, Esq.                 225


To the best of the Debtors' knowledge, Kolesar & Leatham is a
disinterested person as that phrase is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Henderson, Nevada, Skin Nuvo International, LLC,
dba Nuvo International, LLC, and dba A&E Aesthetics, LLC --
http://www.nuvointernational.com/-- specializes in offering
progressive anti-aging treatments and top quality products and the
first medical cosmetic company to launch a chain of retail skin
care clinics in shopping malls throughout the United States.
Keith M. Aurzada, Esq., and Sarah Link Schultz, Esq., at Akin Gump
Strauss Hauer & Fled LLP represent the Debtors in their
restructuring efforts.  The Company and its debtor-affiliates
filed for chapter 11 protection on March 7, 2005 (Bankr. D. Nev.
Case No. 05-50463).  When the Debtors filed for protection from
their creditors, they estimated assets and debts of $10 million to
$50 million.


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 publicly file its adversary complaint against the
Debtor.

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)


SOLUTIA INC: Teachers Insurance Holds Allowed $20.4M Unsec. Claim
-----------------------------------------------------------------
UMB Bank, N.A., as Collateral Agent for Teachers Insurance and
Annuity Association of America, and Gateway Energy WGK Project,
L.L.C., each filed a proof of claim in the chapter 11 cases of
Solutia, Inc., and its debtor-affiliates asserting:

    -- $20.2 million in damages in the event Solutia, Inc.,
       rejected certain Gateway Contracts; and

    -- $200,000 for other prepetition amounts due under the
       Gateway Contracts.

On February 28, 2005, the Debtors obtained the U.S. Bankruptcy
Court for the Southern District of New York's permission to:

    (a) reject a Service Agreement, dated as of June 8, 1998,
        between Gateway and Solutia;

    (b) resolve any rejection damage claims arising out of the
        rejection; and

    (c) enter into a services agreement with Environmental
        Management Corporation following Gateway's sale of the
        Gateway Facility to Environmental Management.

Furthermore, the Court granted Teachers Insurance an allowed
prepetition unsecured claim for $20,391,317 for damages resulting
from Solutia's rejection of the Gateway Contracts and for other
outstanding prepetition obligations.

Accordingly, in a Court-approved stipulation, the parties agree
that:

    (a) Teachers Insurance, as the transferee of all of Gateway's
        claims under the Gateway Service Agreement, has an allowed
        prepetition unsecured claim against Solutia for
        $20,391,317, reflecting the agreed-upon amount for
        damages; and

    (a) the Gateway Proof Of Claim will be disallowed.

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. 37;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPIEGEL INC: $20 Million Earmarked for Creditor Trust Expenses
--------------------------------------------------------------
James L. Garrity, Jr., Esq., at Shearman & Sterling LLP, informs
the U.S. Bankruptcy Court for the Southern District of New York
that, in accordance with Spiegel, Inc.'s First Amended Joint Plan
of Reorganization, the cash amount to be paid to the Creditor
Trust as the Creditor Trust Operating Expense Fund will be
$20 million.

The Operating Expense Amount includes a $250,000 allocation for
any expenses associated with the pending Securities and Exchange
Commission action against Spiegel, Inc., or other regulatory
proceedings concerning Spiegel.

               Debtors Amend Cure Payment Schedule

Mr. Garrity also relates that, to address the complaints filed by
certain objecting parties-in-interest against the specific
provisions of their Proposed Plan, the Debtors filed with the
Court an Amended Cure Payment Schedule on May 13, 2005.

A full-text copy of the 62-page Amended Cure Payment Schedule is
available for free at:

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

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)


STELCO INC; Welcomes George Adams as Mediator
---------------------------------------------
Stelco Inc. (TSX:STE) has commented on decisions made by the
Superior Court of Justice (Ontario) following a hearing held
earlier Thursday in the matter of the Company's Court-supervised
restructuring.

The Company welcomed the Court's establishment of a mediation
process and the appointment of the Hon. George Adams, previously
designated a CCAA Officer of the Court in the matter of Stelco's
restructuring, to serve as the mediator.  The mediation process,
which reflects the outline contained in a Report of the Court-
appointed Monitor dated May 12, 2005, will govern the discussions
and negotiations regarding a restructuring plan for the Company.

Mr. Adams is a highly-regarded mediator and arbitrator, former
Superior Court Judge, former Chair of the Ontario Labour Relations
Board, law professor and counsel.

The mediator, with the assistance of the Court-appointed Monitor
and any other stakeholder the mediator wishes to consult, will
determine the nature, format and duration of the process itself.

Stelco also welcomed the Court's direction that all participants
in the mediation process shall express no views publicly on the
matters being discussed in that process until the CCAA proceedings
have been concluded.

The Court dismissed motions brought by other parties that would
have, among other things, reintroduced Island Energy Partnership
into the Company's capital raising process and expanded the role
of Tricap as a financial advisor to the USWA in that process.

Courtney Pratt, Stelco's President and Chief Executive Officer,
said, "We welcome the establishment of a confidential and mediated
process and the appointment of George Adams as mediator.  We
believe that discussions conducted in a confidential setting
assisted by a mediator will be much more likely to achieve
progress than negotiating in public.  We look forward to Mr.
Adams' participation and contribution."

The Company noted that while its plan outline will serve as the
starting point for discussions under the mediation process, other
stakeholders will be free to present other ideas within the
procedures to be determined by the mediator.

                        Monitor's Report

On May 18, 2005, Stelco delivered its Thirtieth Report of the
Monitor with the Court.

The Report stated that the Hon. George Adams has indicated his
willingness to serve as mediator.  The Monitor adds that, should
he be appointed mediator, Mr. Adams would be available to begin
meeting with stakeholders regarding the process during the week of
May 23, 2005.  The Report adds that the Monitor would be prepared
to participate in the process to whatever degree the Court directs
or the mediator may request.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue. The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on January 29, 2004, Stelco
Inc. and certain related entities filed for protection under the
Companies' Creditors Arrangement Act.


TACK ROOM: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Tack Room Company, Inc.
        942 Woodland Street
        Nashville, Tennessee 37206

Bankruptcy Case No.: 05-06100

Chapter 11 Petition Date: May 18, 2005

Court: Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Robert James Gonzales, Esq.
                  MGLAW PLLC
                  120 30th Avenue North Suite 1000
                  Nashville, Tennessee 37203
                  Tel: (615) 846-8000
                  Fax: (615) 846-9000

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Synovus Leasing                                 $490,903
P.O. Box 23020
Columbus, GA 31902

Sysco Food Services                             $485,000
P.O. Box 11407
Birmingham, AL 35246

First State Bank                                $341,873
142 Main Street
Sharon, TN 38255

Legends Bank                                    $339,744
310 North 1st Street
Clarksville, TN 37040

Estate Of David K. Wachtel                      $300,000
C/O John H. Rowland
211 Commerce Street, Suite 1000
Nashville, TN 37201

Amsouth Bank                                    $268,171
1900 5th Avenue North
Birmingham, AL 35203

Pate Santa Fe LLC                               $173,122
C/O Bob Pope
P.O. Box 198888
Nashville, TN 37219-8888

Sherwil Inc.                                    $146,043
C/O Bob Pope
P.O. Box 198888
Nashville, TN 37219-8888

The Tack Room Of Leeds                          $100,000
C/O Bob Pope
P.O. Box 198888
Nashville, TN 37219-8888

Great South Construction                         $35,000
2500 Pelham Parkway
Pelham, AL 35124

Evans Meats Inc                                  $25,000
P.O Box 12164
Birmingham, AL 35202

Wayne Browning                                   $20,000
1300 Substation Road
Pleasant View, TN 37146

Adams Brothers Produce                           $18,966
302 Finley Avenue West
Birmingham, AL 35204

Forestwood Farms                                  $7,500
P.O. Box 310728
Birmingham, AL 35231

Ecolab Institutional                              $4,900
P.O. Box 905327
Charlotte, NC 28290

Buffalo Rock Co.                                   $4,300
34 West Oxmoor Road
Birmingham, AL 35209

Cintas Corporation                                $3,210
5970 Greenwood Parkway
Bessemer, AL 35022

Trinity Contractors                               $2,800
561 Simmons Drive
Trussville, AL 35173

Alabama Landscape                                 $2,370
9 2nd Street
Birmingham, AL 35217

Quality Electric Co.                              $2,249
2079 Valleydale Terrace
Birmingham, AL 35244


TEKNI-PLEX: Moody's Junks Ratings on $583 Million Notes
-------------------------------------------------------
Moody's Investors Service downgraded the ratings of Tekni-Plex,
Inc. reflecting continued pressure on profitability as concern
about soft volume, high operating costs, and the challenging
pricing environment persist.  The susceptibility of margins to
seasonality affecting roughly one third of consolidated revenue
and the company's negative variance under expectations constrain
the ratings.

The ratings reflect the severity of Tekni-Plex's impaired
financial condition throughout the near term.  Competition and
push back from customers are inhibiting the company from passing
through price increases sufficient to keep pace with higher costs
(e.g. resin and energy), resulting in declining profitability and
cash flow.  Today's ratings actions incorporate the company's
recent announcement of $19 million in new equity plus
approximately $11 million in commitments by its investor group -
Weston Presidio is the lead investor (approximately $300 million
invested equity to date by the group).

The ratings outlook remains negative, reflecting Moody's opinion
that timely liquidity enhancement is imperative in order to avoid
further downgrades of the ratings.  The company must address its
outstandings under the existing senior secured credit facility.
That facility had been the subject of covenant violations
regarding minimum EBITDA and fixed charges coverage since the
company's fiscal second quarter, ended December 31, 2004.

Moody's took these ratings actions for Tekni-Plex:

   -- Affirmed the existing senior secured first lien credit
      facility at B3

   -- Lowered the rating for the $268 million (net of repayments)
      8.75% second lien senior note, due 2013, to Caa2 from Caa1

   -- Lowered the rating for the $315 million 12.75% senior
      subordinated note, due 2010, to Ca from Caa2

   -- Lowered the senior implied rating to Caa1 from B3

   -- Lowered the senior unsecured issuer rating (non-guaranteed
      exposure) to Caa3 from Caa2

The ratings outlook remains negative reflecting continued concern
about Tekni-Plex's ability to effectively manage its liquidity
given, in Moody's opinion, the likely continuation of its
precarious business and financial profile.  There is deficit free
cash flow and very high financial leverage with debt to last
twelve months ended March 31, 2005 EBITDA approaching 15 times
(even higher when adjustments are made for operating leases and
preferred stock).  EBIT has been and is expected to remain
insufficient to cover cash interest expense.

The affirmation of the credit facility rating reflects its
priority position in the capital structure and acknowledges full
collateral coverage.

The downgrades of the ratings for the existing notes reflect the
increased severity of loss under distress given the decline in
enterprise value as well as reflecting the substantial
subordination to senior obligations.  Notching the senior
subordinated notes three ratings below the Caa1 senior implied
rating reflects the equity-like nature of the notes in the capital
structure and denotes modest recovery in the event of default.

Headquartered in Somerville, New Jersey, Tekni-Plex, Inc. is a
diversified manufacturer of packaging products and materials for
the consumer products, healthcare, and food industries.


TEMBEC INC: Closes Four Manufacturing Plants in Restructuring
-------------------------------------------------------------
Tembec Inc. disclosed another phase in its plan to restructure its
Eastern Canadian operations, resulting in the closure of four of
its manufacturing units.  The Company believes that these closures
are necessary in light of the stronger Canadian dollar and other
fundamental issues that affect the competitiveness of these mills.

"After making considerable efforts to stem the significant losses
of these mills and find appropriate solutions to the challenges
that they are facing, the Company came to the conclusion that it
had no choice but to shut down these operations," said Tembec
President and CEO, Frank Dottori.

The announcement points out that:

   -- Tembec's Saint-Raymond mill, located in Saint-L,onard-de-
      Portneuf, Quebec, will cease operations on May 28, 2005,
      affecting 165 employees.  The mill produces 68,000 tonnes of
      Hi-Brite papers annually.

   -- The Company will gradually cease operations at the Tembec
      Davidson sawmill in Mansfield-et-Pontefract, Quebec,
      affecting 209 employees.  The site produces 55,000 mfbm of
      pine and hardwood lumber annually.

   -- Tembec will shut down sawing operations at the TKL sawmill
      in Temiscaming, Quebec, as of July 11, 2005, affecting 29
      employees.  The sawmill produces 15,000 mfbm of pine and
      hardwood lumber annually.  The chip plant operations will
      continue.

   -- Marks Lumber Ltd, a wholly-owned Tembec remanufacturing
      facility located in Brantford, Ontario, will shut down as of
      May 17, affecting 56 employees.  The facility has been
      processing SFP lumber at a rate of 50,000 mfbm per year.

During a series of meetings held last week at each site affected,
employees and union representatives were informed of the Company's
decision.

As a result of Tuesday's announcement, the Company will record an
unusual charge of $98.3 million related to the reduction in the
carrying value of these facilities.  Other closure costs of
$13.7 million will also be recorded.  The after-tax effect of
$75.7 million will be recorded in the June 2005 quarter.  During
the last twelve months, the facilities generated sales of
$112.7 million and negative EBITDA of $14.7 million.

Tembec Inc. -- http://www.tembec.com/-- is a leading integrated
forest products company well established in North America and
France, with sales of approximately $4 billion and some 11,000
employees. Tembec's common shares are listed on the Toronto Stock
Exchange under the symbol TBC.

                        *     *     *

As reported in the Troubled Company Reporter on May 5, 2005,
Standard & Poor's Ratings Services revised its outlook on pulp and
lumber producer Tembec Inc. and its subsidiary, Tembec Industries
Inc., to negative from stable following the release of the
company's second-quarter 2005 results.  At the same time, Standard
& Poor's affirmed its 'B' long-term corporate credit rating on
Tembec and its subsidiary.

"Liquidity is adequate, but Tembec's earnings and guidance for the
remainder of the year continue to be exceptionally weak," said
Standard & Poor's credit analyst Daniel Parker.  Excluding a
negative C$126 million seasonal change in working capital, Tembec
had negative free cash flow of about C$12 million in the quarter.
"We expect the working capital to turn positive in the next two
quarters and with more than C$225 million in current availability,
the company has enough liquidity to ride out multiple quarters of
weak cash generation.  We believe they will maintain full access
to their bank lines, as we do not expect them to have difficulty
complying with the covenants," Mr. Parker added.


THILMANY LLC: S&P Rates Proposed $175MM Sr. Sec. Facility at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to U.S. specialty paper producer Thilmany LLC.  The
outlook is stable.

In addition, Standard & Poor's assigned its 'B+' bank loan rating
and '3' recovery rating to the company's proposed $175 million
senior secured credit facility.  The '3' recovery rating indicates
the likelihood of meaningful (50%-80%) likelihood of recovery
principal in event of a payment default.

Credit facility proceeds of $147 million and equity of $45 million
will be used to purchase the industrial papers business of
International Paper Co. (IP) (BBB/Negative/A-3).  Private merchant
banking firm Kohlberg & Company LLC and IP will indirectly own
Thilmany, 89% and 11%, respectively.

"We expect the company's free cash flow to remain modestly
positive and relatively stable and that financial leverage will
remain at or below current levels," said Standard & Poor's credit
analyst Dominick D'Ascoli.  "Should financial leverage increase
because of acquisition activity, operating disruptions, or a
decline in profitability, the outlook could be revised to
negative.  In addition, any substantial decline in liquidity could
result in a negative rating action.  The company's vulnerable
business profile precludes any positive rating action."

Kaukauna, Wisconsin-based Thilmany participates in the small and
mature niche markets of the specialty paper industry.  Operations
are concentrated at the company's Kaukauna paper mill, which
produces 41% of its pulp requirements.

Thilmany will remain closely tied to IP.  Numerous supply
agreements with IP provide Thilmany with 100% of its wood chip
requirements for 10 years, 42% of its pulp requirements for 10
years, and approximately 14% of its paper making capacity for 12
years.  While the company would probably be able to procure its
wood needs from other suppliers, costs would likely increase.
Moreover, the supply agreement for use of a paper machine at one
of IP's mills leaves Thilmany partially dependent on IP for its
production.  Production concentration and significant reliance on
IP heighten credit risk.


TOMMY HILFIGER: Negative Operating Trends Cue S&P to Retain Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services ratings on Tommy Hilfiger USA
Inc., including its 'BB-' corporate credit rating, remain on
CreditWatch with negative implications, where they were placed on
Nov. 3, 2004.

The men's and women's sportswear, jeanswear, and childrenswear
company had about $343 million in long-term debt outstanding as of
Dec. 31, 2004.

The ratings remain on CreditWatch and reflect Standard & Poor's
concern regarding the company's negative operating trends,
including the continued decline in revenues and the significant
contraction in pre-tax earnings for the quarter ended December
2004. (The company currently does not report after-tax earnings
and has not filed 10Qs, due to a previously disclosed government
investigation.  The U.S. Attorney's office for the Southern
District of New York is conducting an investigation regarding
commission payments to a foreign subsidiary.)

The company reported weaker-than-expected results for the quarter
ended December 2004, primarily in its U.S. wholesale segment,
which continued to experience significant revenue drop, and
higher-than-expected markdowns for the fall and holiday season.
Tommy Hilfiger's wholesale revenues declined by about 19% for the
quarter, driven primarily by a 30.8% contraction in its U.S.
wholesale business.  In addition, the company also revised its
fiscal 2005 forecast downwards, reflecting the negative effect of
lower revenues and higher markdowns.

While the company currently has sufficient liquidity resources,
Standard & Poor's remains concerned with potential constraints
that could affect the company's financial resources due to the
additional legal costs arising from the government investigation
and the class action lawsuits against the company.  Standard &
Poor's will continue to closely monitor developments as they
occur.  Resolution of the CreditWatch will depend on the outcome
of the company's internal investigation and Standard & Poor's
review of the company's business strategies and operating trends.


TRANSMETA CORP: Robert Dickinson Joins Board of Directors
---------------------------------------------------------
Transmeta Corporation (NASDAQ: TMTA) disclosed that a
semiconductor veteran has joined Transmeta's board of directors.
Mr. Robert V. Dickinson brings more than 30 years of related
integrated circuit industry experience and will provide valuable
insight during the next critical phase of the company's
development.  The company recently announced that it will deploy
its innovative technologies and intellectual property through
licensing, synergistic engineering services and customized
processor development.

"I am very pleased to announce the appointment of this seasoned
industry leader to our board of directors," said Murray A.
Goldman, chairman of the board, Transmeta Corporation.  "Bob's
proven leadership and relevant experience in guiding companies
through successful business transformations will be invaluable for
Transmeta going forward.  We are excited to leverage his
contributions and insights in the next phase of our growth."

"I am delighted to be joining Transmeta's board at such an
exciting time," commented Mr. Dickinson.  "I look forward to
working with the other board members to ensure that Transmeta's
management team have the insight and guidance they need in order
to continue executing their transformation plan."

Robert V. Dickinson has been president, chief executive officer,
and a director of California Micro Devices Corporation since April
2001.  From August 1999 to April 2001, he was vice president and
general manager of the Optical Storage Division of Cirrus Logic,
Inc., a semiconductor manufacturer, where, starting in 1992, he
served in several other senior executive roles including president
of its Japanese subsidiary.  Previously, he held senior management
positions at Western Digital Corporation, a semiconductor and disk
drive manufacturer, from 1988 to 1992, following its acquisition
of Verticom, Inc., where he served as president and chief
executive officer, from 1987 to 1988.  Mr. Dickinson has an A.B.
from UC Berkeley and an M.S. from the University of Washington,
both in physics.  He was also a Sloan Fellow at the Stanford
Graduate School of Business.

Transmeta Corporation develops and licenses innovative computing,
microprocessor and semiconductor technologies and related
intellectual property.  Founded in 1995, Transmeta first became
known for designing, developing and selling its highly efficient
x86-compatible software-based microprocessors, which deliver a
balance of low power consumption, high performance, low cost and
small size suited for diverse computing platforms.  We also
develop advanced power management technologies for controlling
leakage and increasing power efficiency in semiconductor and
computing devices.  To learn more about Transmeta, visit
http://www.transmeta.com/

                          *     *     *

                       Going Concern Doubt

"[T]he Company's recurring losses from operations raise
substantial doubt about its ability to continue as a going
concern," ERNST & YOUNG LLP says in its audit report dated
March 25, 2005, addressed to the company's Board of Directors and
Stockholders.

At Dec. 31, 2004, the Company had $53.7 million in cash, cash
equivalents and short-term investments compared to $120.8 million
and $129.5 million at December 31, 2003 and December 31, 2002,
respectively.

The Company believes that its existing cash and cash equivalents
and short-term investment balances and cash from operations would
not be sufficient to fund its operations.


TROPICAL SPORTSWEAR: PBGC Says Plan Is Unconfirmable
----------------------------------------------------
The Pension Benefit Guaranty Corporation is an agency of the
United States, which administers a pension plan termination
insurance program.

The PBGC's primary role is to protect the pension benefits of
American workers in the private sector who are participants in
covered pension plans.  When an underfunded pension plan
terminates, the PBGC becomes the statutory trustee of the plan and
pays certain guaranteed benefits to participants with its
insurance funds.  The PBGC has the power to collect unpaid
premiums from contributing sponsors.

The agency tells the U.S. Bankruptcy Court for the Middle District
of Florida, Tampa Division, that the Amended Joint Chapter 11 Plan
filed by Tropical Sportswear International Corp. and its debtor-
affiliates violates certain provisions of the Employee Retirement
Income Security Act of 1974 and the bankruptcy code.

The PBGC tells the Court that it didn't receive notice of the
Debtors' bankruptcy until February 15, 2005.  The lapse, the PBGC
says, is a violation of Title IV of the ERISA code.

The PBGC relates Tropical Sportswear sponsors the Savane
International Corp. Bargaining Unit Pension Plan.  Under the
Debtors' Plan, Tropical Sportswear will become the pension plan
administrator.  An active participant reduction of the Savane
Pension Plan occurred in December 2004 after the Debtors closed a
plant in New Mexico.

The Debtors, according to the PBGC, acknowledge that the Savane
Pension is underfunded and anticipate termination of the plan by
the PBGC.

The PBGC estimates the unfunded benefit liabilities of the pension
plan at $5.4 million.

          The Pension Benefit Guaranty's Objections

Substantive Consolidation

The PBGC, as statutory trustee of the plan, asserts claims for
unfunded benefit liabilities, unpaid contributions and unpaid
premiums against the six Debtors.  The substantive consolidation
of the Debtors, the PBGC states, is improper because the Debtors
failed to meet the applicable provisions under the Employee
Retirement Income Security Act of 1974 for joint and several
liability.  The Debtors, the PBGC adds, also failed to meet
Reider's two-prong test to establish need for consolidation.

Exculpatory and Release Provisions of the Plan

Certain provisions of the Plan, the PBGC points out, violate
ERISA's release provisions.  The Plan relieves Robin Cohan and the
Liquidating Trust from fiduciary duties.  The PBGC asserts that
there is no need to release anyone because the Debtors are
liquidating and exculpation will not rehabilitate the businesses.

                        Review of the Plan

Under the Plan, the Debtors and the Holders of Allowed Claims will
execute a Liquidating Trust Agreement on the Effective Date.
The Trust Agreement provides for the establishment of the
Liquidating Trust with the sole purpose of liquidating and
distributing the Trust Assets, in accordance with Treasury
Regulation section 301.7701-4(d), with no objective to continue or
engage in the conduct of a trade or business.  On or before the
Effective Date, the Liquidating Trust Committee will be formed,
and will appoint a Liquidating Trustee.

On the Effective Date, the Debtors, after making the initial
Distributions to Holders of Allowed Claims pursuant to the Plan,
will transfer to the Liquidating Trust all of their right, title,
and interest in all of the Trust Assets and any other remaining
Property of the Debtors and their Estates, free and clear of any
Lien, Claim or Interest in that Property of any other Person
except as provided in the Plan.

The Plan groups claims and interests into five buckets.

Unimpaired claims consist of:

   a) Priority Non-Tax Claims to receive Cash payments on or
      after the Effective Date;

   b) Secured Superpriority Claims of CIT as Agent under the DIP
      Facility to receive before the Effective Date Cash equal
      to all DIP Financing Obligations and upon the termination
      or
      reimbursement in full of all letters of credit issued under
      the DIP Facility, CIT, to return any remaining Cash
      Collateral payable to the Debtors to the Liquidating
      Trustee for deposit in the Liquidating Trust; and

   c) Claims by the Customs Bond Agent, who holds Cash of the
      Debtors amounting to $5.3 million, will be authorized, on
      or before  the Effective Date to apply the Cash and all
      other amounts owing to the Bond Agent, and upon
      satisfaction in full of all the  obligations of the
      Debtors, the remainder of the Cash held by the Bond Agent
      will be delivered to the Liquidating Trustee for deposit in
      the Liquidating Trust.

Impaired claims consist of:

   a) Allowed General Unsecured Claims, with an approximate
      amount of $110 million, will receive on or after the
      Effective Date, either their Pro Rata Share of the Cash in
      the Unsecured Claim Distribution Fund, or they can elect to
      have their Claims treated as Convenience Claims and receive
      a one time Distribution of 40% of the Allowed amount of its
      Convenience Claim; and

   b) Subordinated Claims and Intercompany Claims will neither
      receive nor retain any property under the Plan, while
      Holders of Interests will be cancelled on the Effective
      Date and will also neither receive nor retain any property.

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.


TROPICAL SPORTSWEAR: South Pacific Objects to Asset Assignment
--------------------------------------------------------------
South Pacific Apparel Pty Limited asks the U.S. Bankruptcy Court
for the Middle District of Florida, Tampa Division for relief from
an order allowing Tropical Sportswear International Corporation to
assign certain executory contracts and leases to Perry Ellis
International, Inc.

                   The Stock Purchase Agreement

The contracts and leases refer to the Stock Purchase Agreement,
signed on September 29, 2004 under Australian law, providing for
the sale of Farah-Australia and Farah New Zealand, the Debtor's
subsidiaries, to South Pacific for $3 million.  The agreement
grants a sub-license allowing South Pacific to use the Debtor's
trademarks on apparel manufactured, marketed and sold by Farah in
Australia, New Zealand, Papua New Guinea and certain various
islands in the South Pacific.

                       Debtor's Asset Sale

After filing for chapter 11 protection on December 16, 2004, the
Debtors moved to assume and assign certain executory contracts and
to sell substantially all its assets to Perry Ellis, including the
trademarks.

                        Rejection Motion

The Debtors filed a motion to reject the sub-license agreement
with South Pacific on March 4, 2005 upon the instructions of Perry
Ellis.  Perry Ellis then informed South Pacific that, as the new
owners of the trademarks free and clear of the sub-license
agreement, it has no obligation to honor the contract executed
between the company and the Debtors.  Perry Ellis further
threatened South Pacific with a trademark-infringement lawsuit if
it does not agree to a new interim license of the trademarks.

To protect its interests on the trademarks, South Pacific filed an
objection to the rejection motion on April 19, 2005.  The Court
granted South Pacific's request for emergency relief enjoining the
Debtors from collecting amounts due under the Stock Purchase
Agreement or from enforcing any security interests granted against
South Pacific's property.  A final evidentiary hearing to discuss
the sub-license rejection is scheduled on July 5, 2005, at 9:00
a.m.

                 South Pacific's Motion for Relief

In a separate motion for relief filed April 25, 2005, South
Pacific asked the court to modify the Sale Order to incorporate
the terms of the sub-license agreement.  The modification will, in
effect, allow Perry Ellis to step into the Debtor's shoes under
the sub-license agreement.  As assignee, Perry Ellis will remain
subject to all previous obligations and rights existing between
the Debtor and South Pacific.  This will permit South Pacific to
continue to market, use and sell apparel exhibiting the Trademarks
in accordance with the terms and conditions of the sub-license.

                     About Tropical Sportswear

Headquartered in Tampa, Florida, Tropical Sportswear Int'l Corp.--
http://www.savane.com/-- designs, produces and markets branded
apparel products that are sold to major retailers in all levels
and channels of distribution.  The Company and its debtor-
affiliates filed for chapter 11 protection on Dec. 16, 2004
(Bankr. M.D. Fla. Case No. 04-24134).  David E. Bane, Esq., and
Denise D. Dell-Powell, Esq., at Akerman Senterfitt, represent the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$247,129,867 and total debts of $142,082,756.

                    About Perry Ellis International

Perry Ellis International, Inc. is a leading designer, distributor
and licensor of a broad line of high quality men's and women's
apparel, accessories, and fragrances, including dress and casual
shirts, golf sportswear, sweaters, dress and casual pants and
shorts, jeans wear, active wear and men's and women's swimwear to
all major levels of retail distribution.  Additional information
about Perry Ellis is available at http://www.pery.com/


TRUMP HOTELS: Exits Chapter 11 Protection with New Name
-------------------------------------------------------
Trump Hotels & Casino Resorts, Inc. (OTCBB: DJTE.OB) successfully
completed its plan of reorganization which was confirmed on
Apr. 5, 2005, thereby marking the Company's formal emergence from
the reorganization proceedings voluntarily commenced on Nov. 21,
2004.  The Company has also changed its name to Trump
Entertainment Resorts, Inc.

As previously announced, the Plan, which was supported by an
overwhelming percentage of the Company's equity and bondholders,
provides for many financial and strategic benefits, including:

   -- a $544 million reduction of total publicly-traded
      indebtedness from approximately $1.8 billion to
      $1.25 billion;

   -- $102 million of annual cash interest savings resulting from
      a reduction in the company's publicly-traded indebtedness;

   -- a reduction in the weighted average cost of debt from 12% to
      7.7%;

   -- a ten-year extension of the maturity of the Company's
      publicly-traded indebtedness to 2015;

   -- access to a $500 million Senior Credit Facility priced at
      LIBOR + 2.50%;

   -- funding for deferred capital expenditures and future
      expansions of the Company's properties; and

   -- flexibility for growth in additional gaming jurisdictions,
      ability to monetize non-strategic assets and the opportunity
      to capitalize on the world-renowned Trump brand on a global
      basis.

Donald J. Trump, the Company's Chairman and Chief Executive
Officer, commented, "I am very proud of what we have accomplished
in this deal, and I am excited about the opportunities we now
have.  The significant reduction in total indebtedness, interest
expense and the availability of a favorable credit line give us
the flexibility and wherewithal to bring our existing properties
to a new level and to enter into new markets.  I would like to
thank all of the participants who have helped bring this process
to a swift conclusion.  I believe that this will be a wonderful
company."  Scott C. Butera, the Company's President and Chief
Operating Officer, added, "The plan is one of the most successful
recapitalizations in the history of the gaming industry, and we
feel a great sense of accomplishment and optimism.  Completing
this plan in such a short time frame is a tribute to Mr. Trump and
his unparalleled business acumen, as well as to the enthusiastic
cooperation of our investors.  Our successful reorganization will
give us the opportunity to create significant shareholder value by
optimizing our existing asset base, strategically monetizing non-
core assets and ultimately expanding the Trump Entertainment brand
both domestically as well as internationally."  Mr. Butera then
continued, "Mr. Trump has achieved the highest levels of success
in all of his other business ventures.  I am confident that he
will follow suit in the newly recapitalized Trump Entertainment
Resorts."

Under the Plan, the reorganized Company issued approximately 40
million shares of new common stock, after giving effect to a
reverse stock split of 1,000-to-one. The Company's holding
subsidiary, Trump Entertainment Resorts Holdings, L.P., and its
funding subsidiary, Trump Entertainment Resorts Funding, Inc.,
have also issued an aggregate of $1.25 billion principal amount of
8-1/2% Senior Secured Notes due 2015 secured by a second lien on
substantially all of the Company's real estate assets.  Shares of
the Company's new common stock will trade in the over-the-counter-
market under the ticker symbol "DJTE.OB" with CUSIP number
89816T103.  The Company intends to apply to have its new common
stock listed on the New York Stock Exchange or other national
securities market in the near future.  The Senior Notes will trade
in the over-the-counter-market with the CUSIP number 89816WAA4.
The Company's one-year Class A Warrants issued to existing
stockholders under the Plan to purchase an aggregate of
approximately 3,425,000 shares of the Company's new common stock
for a purchase price of $14.60 per share will also trade in the
over-the-counter market with the CUSIP number 89816T111.

The Company has also obtained a Senior Credit Facility of up to
$500 million, secured by a first priority lien on substantially
all of the Company's assets, which will enable the Company to
refurbish and expand its current properties and permit the Company
to enter into new and emerging markets.  Concurrently with the
consummation of the Plan today, the Company has drawn down $150
million of the Senior Credit Facility with an initial interest
rate of 5.59% (LIBOR + 2.50%) to fund payments under the Plan.
The Senior Credit Facility also gives the Company access to a
$150 million delayed draw loan earmarked for the construction of a
new hotel tower at the Company's Trump Taj Mahal Casino Resort in
Atlantic City, New Jersey and a $200 million revolver.

Mr. Trump concluded, "The Trump brand has never been more
successful, and I look forward to creating at Trump Entertainment
Resorts what I have created in the real estate and media
industries.  Given my belief in the importance of on-site, day-to-
day management and because of the fact that I am extremely busy
with my real estate holdings, numerous building projects and the
very successful 'Apprentice' television franchise, I am looking
forward to selecting a world class chief executive officer to
ensure the successful execution of the company's strategic vision
and to maximize the great financial platform that we now have in
place."

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. -- http://www.thcrrecap.com/-- through its
subsidiaries, owns and operates four properties and manages one
property under the Trump brand name.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 21, 2004
(Bankr. D. N.J. Case No. 04-46898 through 04-46925).  Robert A.
Klymman, Esq., Mark A. Broude, Esq., John W. Weiss, Esq., at
Latham & Watkins, LLP, and Charles Stanziale, Jr., Esq., Jeffrey
T. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,
Stanziale, Sedita & Campisano, P.A., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.  The Court confirmed the Debtors' Second Amended Plan of
Reorganization on Apr. 5, 2005.


US AIRWAYS: America West Merger Cues S&P to Watch Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on enhanced
equipment trust certificates of US Airways Group Inc. unit US
Airways Inc. (both rated 'D') on CreditWatch with developing
implications, following the announcement that America West
Holdings Corp. (B-/Watch Neg/--) has reached an agreement to
acquire US Airways.  The CreditWatch listing does not apply to
'AAA' rated EETCs, which are insured by bond insurers and whose
ratings are affirmed.  The 'D' corporate credit ratings on US
Airways Group and US Airways are not affected, as they are
determined by the companies' bankruptcy proceedings; new corporate
credit ratings will be assigned upon emergence from Chapter 11
reorganization.

The merger is subject to various conditions, including approval by
the US Airways bankruptcy court and Air Transportation
Stabilization Board, which guarantees a large loan to US Airways.

"Resolution of the CreditWatch review of EETCs will be based on
the credit quality of the new consolidated entity, the credit of
US Airways Inc. (which will continue to operate as a separate
subsidiary over the intermediate term), the perceived importance
of the aircraft collateral backing each EETC to the new company,
and on particular aspects (e.g., level of overcollateralization)
of each individual EETC," said Standard & Poor's credit analyst
Philip Baggaley.  "Based on these considerations, it currently
appears that ratings will be either affirmed or upgraded, with
downgrades seen as less likely," the credit analyst continued.


US AIRWAYS: Court OKs Notice & Hearing Protocol in Claims Trading
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
approved US Airways, Inc., and its debtor-affiliates' proposed
notice and hearing procedures that must be satisfied before
transfers of claims against, and equity securities in, the Debtors
are deemed effective.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
explained that the Debtors must protect and preserve Net Operating
Losses totaling more than $600,000,000.  The Debtors can maintain
the NOLs by establishing notice and hearing procedures for trading
of claims and equity securities.  If left unrestricted, improper
trading could severely limit the use of the NOLs and could have
negative consequences for the Debtors, their estates and the
reorganization process.

To preserve the flexibility to craft a plan of reorganization that
maximizes the NOLs' value, the Debtors will closely monitor
transfers of claims and equity securities.  If noncompliant
transfers are contemplated, the Debtors must be able to act
accordingly to preserve the NOLs.

Specifically, trading of claims and equity securities could
adversely affect the Debtors' NOLs if:

   (a) too many 5% blocks of equity securities are created, or
       too many shares change hands from these blocks, so that,
       an ownership change within the meaning of Section 382 of
       the Internal Revenue Code is triggered; or

   (b) ownership of the Debtors' claims currently held by
       "qualified creditors" is transferred, prior to
       consummation of the plan, and those claims would be
       converted under a plan of reorganization into a 5% or
       greater block of the Reorganized Debtors' stock.

The Debtors propose these procedures for trading in equity
securities:

   -- Any entity designated a Substantial Equityholder will
      file with the Court, and serve a notice of this status
      upon the Debtors and their counsel, within 10 days of
      earning this designation; and

   -- Prior transferring equity securities that would increase
      the amount of US Airways Group, Inc., common stock owned by
      a Substantial Equityholder, the recipient will file with
      the Court, and serve on the Debtors and their counsel,
      advance written notice of the intended equity securities
      transfer.

Mr. Leitch related that the Debtors have estimated net operating
losses of in excess of $600,000,000, which will probably grow by
the time the Debtors emerge from Chapter 11.  The NOLs translate
into future tax savings in excess of $200,000,000, based on a 35%
corporate federal income tax rate.  Section 172 of the IRC permits
corporations to carry forward NOLs to offset future income,
reducing federal income tax liability and improving their cash
position.

However, the usefulness of the NOLs could be limited under Section
382 of the IRC, due to trading and accumulation of claims and
equity securities prior to consummation of the Plan of
Reorganization.  Section 382 limits the taxable income that can be
offset by NOL carryforwards in any taxable year following an
ownership change.  An "ownership change" occurs if the ownership
percentage of the stock by one or more 5% shareholders has
increased by more than 50% over the lowest percentage of stock
owned by the shareholders during the 3-year testing period ending
on the date of the ownership change.

Mr. Leitch told Judge Mitchell that if too many investors
transfer their securities before the effective date of a Plan, an
ownership change, which falls outside the ambit of these special
bankruptcy provisions, may be triggered, thus limiting the NOLs.
The Debtors want to ensure that they are able to maximize the use
of their NOLs to reduce federal income taxes on income earned
after reorganization.

Mr. Leitch assured the Court that the request is narrowly tailored
to apply only to investors that would cross the IRC threshold of
an aggregate principal of $100,000,000 or more.  The Debtors will
impose the notice and hearing requirements only on investors that
may fall outside the de minimis rule, and thus could jeopardize
the Debtors' ability to satisfy the requirements of the IRC
Section 382(l)(5) safe harbor.

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. 88; Bankruptcy Creditors' Service, Inc., 215/945-7000)


USGEN NEW ENGLAND: ISO New England Claim Estimated at $0
--------------------------------------------------------
In January 2004, ISO New England Inc. filed a proof of claim
against USGen New England, Inc. for purported damages arising
from the trade of electricity and other energy-related products
at wholesale under (i) the Restated New England Power Pool
Agreement, (ii) the ISO-NE FERC Electric Tariff for Transmission
Dispatch and Power Administration Services, (iii) the Restated
NEPOOL Open Access Transmission Tariff, and (iv) a Bid Mitigation
Agreement.  The Claim asserts:

   (a) a $694,463 liquidated prepetition amount; plus

   (b) unliquidated amounts that ISO New England asserts may
       become due and owing in the event of an adverse ruling in
       a proceeding before the Federal Regulatory Commission that
       concerns the Bid Mitigation Agreement.

By this motion, USGen asks the Court to estimate ISO New
England's Contingent Unliquidated Claim and establish the maximum
amount at $0, or alternatively, disallow the Claim in its
entirety.

John Lucian, Esq., at Blank Rome LLP, in Baltimore, Maryland,
relates that the Contingent Unliquidated Claim is based on a
dispute that has been ongoing between ISO New England and certain
of its customers before the FERC since 2000.  The controversy
centers on whether ISO New England has a refund obligation to its
customers based on the disputes surrounding ISO New England's
authority under various bid mitigation agreements.

Mr. Lucian relates that USGen, as an owner and operator of
electric power generating facilities, was a member of NEPOOL and
sold its power at wholesale to ISO New England which in turn sold
the power to its customers, some of whom were retail suppliers
that sold to the individual customers, the end users.  From time
to time ISO New England would enter into contracts with the power
generators referred to as bid mitigation agreements.  ISO New
England would negotiate and enter into these agreements in
situations where it concluded that certain generating facilities
needed to operate in order to maintain reliability of the NEPOOL
system but, because of local transmission constraints, there was
not sufficient competition to assure that each generator's bid
price would be the product of a competitive market.

In essence, the agreements took all of these generating
facilities out of the normal market bidding process and set in
advance the price ISO New England would pay for their operation
during certain periods of high electricity demand.  These prices
were passed along to ISO New England's customers, including the
retail suppliers.

                           Fixed Claim

The $694,463 Fixed Claim consists of:

   -- $1,770,464 in monthly remittances due to USGen on account
      of prepetition transactions for the months of July 2003 and
      September 2003; and

   -- $2,772, 479 in collateral amount.

In 2005, USGen sought and obtained the Court's order disallowing
the Fixed Claim pursuant to an agreement between USGen and ISO
New England to set off and recoup the Fixed Claim against the
Cash Collateral.  The Court held that the Fixed Claim was
satisfied through set-off and recoupment, without prejudice to
ISO New England's continued assertion of the Contingent
Unliquidated Claim.

                  Contingent Unliquidated Claim

According to Mr. Lucian, the Contingent Unliquidated Claim was
asserted against both USGen and NEGT Energy Trading - Power,
L.P., based on joint and several liabilities in connection with
the Bid Mitigation Agreement.  ET Power was subsequently
designated the single NEGT entity holding membership in NEPOOL
and the single contracting entity with respect to all wholly
owned NEGT entities.  Accordingly, the counter-party to the Bid
Mitigation Agreement is ET Power.  However, the Bid Mitigation
Agreement involved only the operation by USGen of its Salem
Harbor generating facility, and all funds paid to ISO New England
to ET Power pursuant to the Bid Mitigation Agreement were
remitted by ET Power to USGen.

Moreover, ET Power and USGen are parties to an agreement pursuant
to which USGen is obligated to indemnify ET Power from claims ISO
New England might bring against it arising out of USGen's
activities in NEPOOL.

            Contingent Claim Could Exceed $57 Million

USGen's Second Amended Plan of Liquidation provides that
contingent or unliquidated claims are deemed to be "Disputed
Claims" and that, by the Plan effective date, a Disputed Claim
Reserve will be established in an amount necessary to satisfy any
distributions that would be made to holders of Disputed Claims in
Class 3 if those Claims were to become Allowed Claims under the
Plan.

Mr. Lucian tells the Court that ISO New England informed USGen
that its Contingent Unliquidated Claim could exceed $57 million
and insists that USGen hold that amount in the Disputed Claims
Reserve.  USGen disputes that there is any liability whatsoever
to ISO New England.  The Contingent Unliquidated Claim is so
speculative and remote that USGen believes that the Claim should
be estimated at zero and no funds should be held in the Disputed
Claims Reserve with respect to that Claim.

                      USGen FERC Proceeding

Mr. Lucian relates that ISO New England and ET Power entered into
the Bid Mitigation Agreement dated November 2000 with respect to
the power produced by USGen at its Salem Harbor facility.  IS0
New England then filed the Bid Mitigation Agreement with the
FERC.  The FERC accepted the Bid Mitigation Agreement for filing
and it has been in effect consistent with FERC procedures.  The
Agreement expired in accordance with its terms on March 31, 2003.

ISO New England also entered into similar Bid Mitigation
Agreements with, among others, affiliates of Mirant Corporation.
ISO New England also filed these other agreements with the FERC.

Mr. Lucian notes that various customers of ISO New England have
asserted that they should not have been obligated to pay for all
the costs ISO New England incurred pursuant to the various bid
mitigation agreements, and that they are entitled to a refund
from ISO New England.  Among other things, the Customers assert
that the bid mitigation agreements should have been filed with
the FERC pursuant to Section 205 of the Federal Power Act and
that failure to do so 60 days prior to the effectiveness of the
mitigation agreements gives rise to a refund obligation.   The
Customers also argue that for various reasons the rates charged
to them by ISO New England are not just and reasonable within the
meaning of the Federal Power Act.

The Customers have been relentless in their challenge of the
effectiveness of the bid mitigation agreements; yet, they have
been wholly unsuccessful.  So far, the FERC has ruled four times
that good cause justified waiver of the 60-day prior notice
requirement and that no refunds were owed by ISO New England to
its customers.  The FERC's rulings were appealed to the U.S.
Court of Appeals for the D.C. Circuit and remanded to the FERC to
clarify its earlier rulings.  The FERC did so in its Order on
Remand where it said:

     "we found, and find again, that extraordinary
     circumstances are present here that justified the
     [FERC] . . . granting waiver of the 60-day prior
     notice requirement with respect to the mitigation
     agreements."

These "circumstances" included the facts that:

   (a) The agreements were for "critical services" necessary to
       "assure system reliability"; and

   (b) mitigation agreements are often negotiated on short notice
       and "by their very nature do not always lend themselves to
       being filed 60 days before service commences."

For these reasons, the FERC again ruled that ISO New England owed
no refunds.  The Customers currently seek rehearing in the Mirant
proceeding of the FERC's Order on Remand.  The FERC has not yet
ruled on the request for rehearing and its orders remain in full
force and effect.

Mr. Lucian informs the Court that the FERC has indicated that it
will likely apply its ruling in the Mirant proceeding to the
USGen FERC Proceeding, but it has not done so and it is
speculative as to when the FERC will take any action with respect
to the USGen FERC Proceeding.  In the meantime, and critical for
the Bankruptcy Court's determination, the USGen Bid Mitigation
Agreement was accepted by the FERC and at no time during the
USGen FERC Proceeding was the effectiveness of the Agreement
stayed or vacated.  ISO New England has no claim against USGen
with respect to the Bid Mitigation Agreement.

Mr. Lucian explains that for ISO New England to have even a hint
of a colorable claim against USGen, the FERC must:

   1.  reverse its four prior rulings and find ultimately that
       the Customers do have a claim for a refund against ISO New
       England in the Mirant proceedings; and

   2.  apply that reversed ruling in the USGen FERC Proceeding
       which, will itself be subject to the appellate process and
       may involve years of litigation.

Additionally, should the Customers prevail in the USGen FERC
Proceeding and obtain a final, non-appealable ruling that the Bid
Mitigation Agreement was improper and that ISO New England owes a
refund to its Customers, ISO New England must then engage in a
further prolonged proceeding to determine if, and to what extent,
USGen may owe a refund to ISO New England for the Salem Harbor
Plant-generated power sold to ISO New England during the relevant
time period -- only then would ISO New England be able to assert
that it has a quantifiable claim against USGen.

In sum, the Contingent Unliquidated Claim is so remote and
hypothetical that it should be estimated at zero.  If the Claim
is not estimated at zero then confirmation of USGen's Plan may be
impaired.  Likewise, if USGen is compelled to reserve the
$57 million asserted by ISO New England then USGen and its
stakeholders will be subject to years of costly litigation and
endless delay, thereby unfairly impeding the conclusion of
USGen's Chapter 11 case.

              Section 502(c) Authorizes the Court to
                      Estimate the ISO Claim

Mr. Lucian argues that ample authority exists under the
Bankruptcy Code and applicable case law to support USGen's
request.  Section 502(c) of the Bankruptcy Code provides in
pertinent part that:

     "There shall be estimated for purpose of allowance under
     this section --

     (1) any contingent or unliquidated claim, the fixing or
         liquidation of which, as the case may be, would
         unduly delay the administration of the case."

The Section 502(c) language is mandatory and requires the Court
to estimate an unliquidated or contingent claim if failure to do
so would hinder or delay the administration of USGen's Chapter 11
case.  Moreover, when deciding if estimation will prevent undue
delay, courts are often guided by considerations of judicial
economy.

          Circumstances Warrant ISO Claim Disallowance

Even if the FERC were to suddenly reverse itself, Mr. Lucian
asserts that ISO New England has no claim against USGen or
ET Power.  There is no FERC proceeding, let alone an FERC order,
directing USGen or ET Power to refund any portion of the payments
that ET Power received from ISO New England under the Bid
Mitigation Agreement.  Rather, if the FERC were to reverse
itself, the refund obligation for failing to file the Bid
Mitigation Agreement falls not on USGen but on ISO New England.
Furthermore, not only would the FERC need to reverse itself on
the merits, it would need to commence an entirely new proceeding
to determine whether -- and if so the extent to which -- any
refund is due from USGen to ISO New England.

                        *     *     *

After lengthy negotiations, USGen New England, Inc., and ISO New
England, Inc., desire to estimate and limit ISO-NE's Contingent
and Unliquidated Claim against USGen and to resolve any and all
estimation issues and USGen's Estimation Motion in a cost-
effective and efficient manner.

In a Court-approved stipulation, the parties agree that:

   (a) The Contingent and Unliquidated Claim will be estimated
       for purposes of allowance at $0.  Except as otherwise
       provided, USGen will have no obligation whatsoever to
       reserve any funds for distribution or otherwise on account
       thereof.  However:

          (i) ISO-NE will be entitled to retain possession of the
              Collateral and interest, in the existing financial
              assurance account, only in strict conformity with
              the terms set forth; and

         (ii) separate and apart from the Collateral, a Disputed
              Claims Reserve will be established equal to any
              difference between the amount of the Collateral and
              the amount of refunds owed under any ruling by the
              FERC or any appellate court in an FERC Proceeding
              requiring refunds with respect to the Mitigation
              Agreement,

       only if the FERC Ruling occurs prior to the Initial
       Distribution Date and fixes the amount of refunds owed by
       USGen or NEGT Energy Trading-Power, L.P., in connection
       with the Mitigation Agreement in an amount greater than
       the Collateral.

   (b) To the extent that the Disputed Claims Reserve is
       established with respect to the Contingent and
       Unliquidated Claim, it will be administered, disposed of,
       and resolved consistent with the Plan provisions.  After
       the Initial Distribution Date, if no amounts are required
       to be placed in the Disputed Claims Reserve, any recovery
       on account of ISO-NE's Contingent and Unliquidated Claim
       will be limited to the Collateral only.

   (c) After the Initial Distribution Date, the Collateral will
       only be disposed of in this manner:

          * If no FERC Ruling has been issued on or before
            December 31, 2006, or if the latest ruling by the
            FERC or an appellate court issued on or before
            December 31, 2006, provides that no refunds are due
            in relation to the Mitigation Agreement, then:

            -- the entirety of the remaining Collateral, without
               offset or recoupment, and inclusive of all
               remaining accumulated interest, will be returned
               immediately to the Plan Administrator, and in no
               event later than five business days after
               December 31, 2006, subject only to the payment
               rights set forth; and

            -- ISO-NE will have no further claim or right
               thereto, and the Contingent and Unliquidated Claim
               will be deemed disallowed with prejudice.

          * If on or before December 31, 2006, an FERC Ruling has
            been issued and ISO-NE has calculated the associated
            refunds and without further Court:

            -- ISO-NE will be entitled to apply the Collateral in
               full and complete satisfaction of USGen's
               obligations for the Contingent and Unliquidated
               Claim;

            -- any Collateral not applied will be returned by
               ISO-NE to the Plan Administrator within five
               business days after December 31, 2006, without
               offset or recoupment, and inclusive of all
               remaining accumulated interest, and without
               further demand by USGen; and

            -- ISO-NE will have no further claim or right and any
               remaining Contingent and Unliquidated Claim will
               be deemed disallowed with prejudice.

   (d) If an FERC Ruling has been issued on or prior to
       December 31, 2006, and USGen provides ISO-NE written
       notice of its election to appeal that FERC Ruling, or
       written notice that it contests the ISO-NE refund
       calculations, the ISO-NE refund will be stayed until the
       earlier of a final non-appealable disposition of the
       matter, or written notice by USGen to ISO-NE that it no
       longer intends to pursue an appeal.

   (e) If a court on appeal, or the FERC in a subsequent
       proceeding, orders that no refunds are due under the
       Mitigation Agreement, or otherwise fixes, determines or
       limits the amount of the refunds due under the Mitigation
       Agreement, or if USGen determines that it no longer
       intends to pursue an appeal or contest a determination of
       refunds, ISO-NE will apply the Collateral to satisfy the
       refunds determined to be due and owing, and return the
       remaining Collateral inclusive of all remaining
       accumulated interest, if any, to the Plan Administrator
       within five days after the date when the order becomes
       final and non-appealable.

   (f) USGen and ISO-NE each reserves all rights to take any
       positions each deems appropriate to protect its interest
       in the FERC Proceedings and any related appeals or
       proceedings, and USGen reserves all defenses to any claims
       or refund calculations asserted by ISO-NE.

   (g) Through December 31, 2005, USGen will be responsible to
       ISO-NE for any and all routine charges, true-up amounts
       and reconciliations, which it incurs under the NEPOOL
       Documents and RTO Documents, applicable, as final
       settlement data becomes available and billing adjustments
       are made.  To the extent that USGen has any liability to
       ISO-NE with respect to the Routine Charges, then and in
       that event, the Routine Charges, up to the aggregate sum
       of $1,000,000, will be paid to ISO-NE directly from the
       Collateral, and any balance of the Collateral will be
       retained by ISO-NE pursuant to the terms and conditions of
       the Stipulation.  USGen or Plan Administrator will pay to
       ISO-NE any Routine Charges in excess of $1,000,000
       directly from funds in its possession or control in the
       ordinary course.

   (h) The Routine Charges, if any, will be paid by USGen to ISO-
       NE when due in accordance with the NEPOOL Documents and
       RTO Documents, provided that ISO-NE at its option will
       have the right to pay, from the Collateral, any unpaid
       amounts due hereunder at any time that the payments are
       late.

   (i) ISO-NE and USGen will use commercially reasonable efforts
       to effectuate termination, effective as of April 1, 2005,
       of USGen's NEPOOL membership and the Market Participant
       Service Agreement.  Except to the extent provided, USGen
       will have no liability with respect to the FERC
       Proceedings and any related proceedings, and in no event
       will USGen have any liability with respect to the FERC
       Proceedings and any related proceedings in connection with
       the NEPOOL Documents, the RTO Documents, USGen's NEPOOL
       membership and its Market Participant Service Agreement.

   (j) Nothing in the Stipulation will be deemed or construed as
       an acknowledgment of any liability whatsoever by USGen to
       ISO-NE with respect to the Contingent and Unliquidated
       Claim.

   (k) USGen and ISO-NE exchange mutual releases except for (i)
       the Routine Charges, (ii) the retention and application of
       the Collateral, and (c) any other obligations hereunder.

   (l) With respect to the joint and several liability of USGen
       and ET Power to ISO-NE on the NEPOOL Documents and the RTO
       Documents, that liability will be limited to USGen only.
       However, nothing is intended to affect the rights of ISO-
       NE in and to the ET Collateral.  ISO-NE waives and
       withdraws with prejudice its claim against ET Power as
       same relates in any manner whatsoever to the Contingent
       and Unliquidated Claim, including the ISO-NE/ET Power
       Claim.

   (m) As part of the settlement, ISO-NE:

          * waives and withdraws Claim No. 340, with prejudice;

          * agrees that its sole source of recovery for any
            liability that ET Power may have to ISO-NE will be
            the ET Collateral and the accumulated interest
            thereon; and

          * is authorized by USGen to satisfy any liability from
            the ET Collateral upon written notice to USGen of
            that action.

   (n) USGen stands in the shoes of ET Power with respect to the
       ET Collateral and has all rights under the NEPOOL and RTO
       Documents with respect thereto.

   (o) ISO-NE will apply the $798,342 it is currently holding on
       behalf of ET Power against certain prepetition obligations
       of ET Power.

Headquartered in Bethesda, Maryland, USGen New England, Inc., an
affiliate of PG&E Generating Energy Group, LLC, owns and operates
several electric generating facilities in New England and
purchases and sells electricity and other energy-related products
at wholesale.  The Debtor filed for Chapter 11 protection on
July 8, 2003 (Bankr. D. Md. Case No. 03-30465).  John E. Lucian,
Esq., Marc E. Richards, Esq., Edward J. LoBello, Esq., and Craig
A. Damast, Esq., at Blank Rome, LLP, represent the Debtor in its
restructuring efforts.  When it sought chapter 11 protection, the
Debtor reported assets amounting to $2,337,446,332 and debts
amounting to $1,249,960,731.  The Debtor filed its Second Amended
Plan of Liquidation and Disclosure Statement on March 24, 2005
(PG&E National Bankruptcy News, Issue No. 42; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


USI HOLDINGS: Attorney General Subpoena Cues S&P to Remove Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' counterparty
credit and bank loan ratings on USI Holdings Corp. (NASDAQ:USIH),
and removed the ratings from CreditWatch where they were placed on
Nov. 1, 2004, with negative implications, after USI received a
subpoena from the New York State Attorney General.

The outlook is negative.

The company's senior secured credit facility totals $245 million.
In the first quarter of 2005, the company amended its credit
agreement to increase its borrowing under the existing senior
credit facility by $90 million to finance acquisitions.

"The ratings were removed from CreditWatch because our concerns
about the company's ability to meet its restrictive debt covenants
in the near term, due to the potential loss of contingent
commission income, have been somewhat allayed," explained Standard
& Poor's credit analyst Donovan Fraser.  "USI has continued to
collect contingent commission income and has indicated that it
expects to continue to do so in 2006 based on 2005 contingent
commission agreements currently in place."

In 2004, USI shouldered additional legal expenses of $700,000 in
responding to the various insurance industry investigations.  The
company remains under subpoena, but Standard & Poor's believes the
company incurred the bulk of legal expenses regarding the
investigations in 2004.

In 2004 and 2003, USI collected $19 million and $17 million in
contingent commission income, respectively.  In the first quarter
of 2005, contingent commission income measured $18 million
compared with $13.5 million in the first quarter of 2004.  The
increase of $5.5 million is primarily due to acquisition related
activity.  Historically, the company has collected the majority of
contingent commission income in the first two fiscal quarters.

USI's $245 million senior secured credit facilities consist of a
$215 million term loan and a $30 million revolving credit
facility.  The term loan matures in August 2008, whereas the
revolver matures in August of 2007.

The ongoing investigations by various legal and regulatory
entities into the payment of contingent commissions has led to the
decision by various insurance companies and insurance brokers to
suspend or end certain compensation agreements.  In the first
quarter of 2005, the three major global insurance brokers paid
more than $1 billion to resolve many of the regulatory inquiries.
The fines are approximately equivalent to one year of contingent
commission income.  Standard & Poor's does not have any immediate
liquidity concerns as USI has more than $38 million in cash on
hand in addition to $28 million available under its revolving line
of credit as of March 31, 2005.

There is now greater clarity around the near-term feasibility of
contingent commission payments and the upper bounds on any
prospective fines that might be discerned by recent settlements.
The negative outlook reflects that USI historically has operated,
and continues to operate, at the boundaries of its restrictive
debt covenants and because the company remains under subpoena from
various regulatory entities.  In the event that contingent
commissions were eliminated from the company's prospective revenue
stream, Standard & Poor's would immediately review its ratings on
the company for a possible downgrade.  In addition, Standard &
Poor's believes that there exists some execution and integration
risk associated with the company's latest acquisitions.


VIRBAC CORP: Auditors Express Going Concern Doubts
--------------------------------------------------
PricewaterhouseCoopers LLP audited Virbac Corporation's financial
statements for the year ending December 31, 2003.  At the
conclusion of that engagement, PwC said a number of uncertainties
raise substantial doubt about Virbac's ability to continue as a
going concern.

In its audit report, PricewaterhouseCoopers states that the
Company is party to various claims and litigation related to
alleged violations of federal securities laws. The outcome of
these matters cannot be predicted and could have a material
adverse effect on the Company.  The Company entered into a
forbearance agreement with its lenders that expired on May 6,
2005.

There can be no assurance the Company's lenders will agree to
either a further extension of the forbearance agreement or a new
credit agreement.  In addition, in 2004 the Company's majority
shareholder advanced the Company $9.0 million under secured
subordinated notes due on October 9, 2005.  The Company does not
currently have sufficient cash on hand nor does it anticipate it
will have sufficient cash to repay its borrowings to its majority
shareholder at the current maturity date of October 9, 2005.
Furthermore, the Company has suffered recurring losses from
operations.  These matters raise substantial doubt about its
ability to continue as a going concern.

                       About the Company

Virbac Corporation, located in Fort Worth, Texas is a leading
companion animal health company with products in the
pharmaceutical, dermatological and oral hygiene markets for pets.
Virbac provides a broad array of health care products to our
customers under the brand and product names Allerderm(R)
Dermatological Products, C.E.T.(R) Home Dental Care, Soloxine(R)
Tablets, Euthasol(R) Euthanasia Solution, Ketochlor(TM) Shampoo,
VIRBAMEC(TM) Pour-on, BOVIMEC(TM) Pour-on, Preventic(R) Tick
Collars, Petrodex(R) & Petromalt(R), Zema(R), Mardel(R),
Francodex(R) and Pet-Tabs(R).


WELLS FARGO: Credit Enhancement Prompts Fitch to Lift Ratings
-------------------------------------------------------------
Fitch has taken rating actions on the following Wells Fargo Asset
Securities Corporation issues:

Series 2002-10

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

Series 2002-14

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 upgraded to 'AAA' from 'AA';
    -- Class B-3 upgraded to 'AA' from 'A';
    -- Class B-4 upgraded to 'A' from 'BBB';
    -- Class B-5 upgraded to 'BB+' from 'B'.

Series 2003-5

    -- Class A affirmed at 'AAA';
    -- Class B-1 upgraded to 'AAA' from 'AA';
    -- Class B-2 upgraded to 'AA' from 'A';
    -- Class B-3 upgraded to 'A' from 'BBB';
    -- Class B-4 affirmed at 'BB+';
    -- Class B-5 affirmed at 'B+'.

Series 2003-B

    -- Class A affirmed at 'AAA';
    -- Class B-1 affirmed at 'AAA';
    -- Class B-2 affirmed at 'AA';
    -- Class B-3 affirmed at 'A';
    -- Class B-4 upgraded to 'BB+' from 'BB';
    -- Class B-5 upgraded to 'B+' from 'B'.

The affirmations reflect pool performance and credit enhancement
consistent with expectations and affect $396,705,270 of
outstanding certificates.  The upgrades, affecting $18,027,542 of
outstanding certificates, reflect an increase in credit support
levels, low losses, and low delinquencies.

As of the April 2005 distribution, the CE levels for classes B-2,
B-3, B-4, and B-5 from series 2002-14 are more than five times
their original levels.  In addition, there are no delinquent
loans, zero cumulative losses, and over 80% of the collateral has
paid down.  The CE levels for classes B-2, B-3, B-4, and B-5 from
series 2002-10 are more than four times their original levels.
Currently less than 2% of the loans in the deal are delinquent,
there are zero cumulative losses, and 80% of the collateral has
paid down.  Both deals are backed by 30-year fixed-rate mortgages
that were made in connection with employee relocation programs.

The current CE levels for all classes from series 2003-5 and 2003-
B are more than two times their original levels.  There is only
one loan delinquent from series 2003-B, and cumulative losses, as
a percentage of the original pool balance, total less than 0.01%,
and over 70% of the collateral had paid down.  There is also one
loan delinquent in series 2003-5, zero cumulative losses, and over
50% of the collateral has paid down.  Series 2003-5 is backed by
30-year fixed-rate mortgages, and series 2003-B is backed by 30-
year adjustable-rate, hybrid, and traditional mortgages.


WELLSFORD REAL: Adopts Liquidation Plan & Reverse Stock Split
-------------------------------------------------------------
Wellsford Real Properties, Inc.'s (AMEX:WRP) Board of Directors
has approved a Plan of Liquidation and a 1 for 100 Reverse Stock
Split and a 100 for 1 Forward Stock Split of its common shares.
The Plan and the Stock Split are each subject to the separate
approval of the Company's stockholders at an annual meeting, to be
announced, which will be held subsequent to the mailing of a
proxy.

The Company previously reported that in March 2004, the Board
authorized and retained the financial advisory firm, Lazard Ltd,
to advise the Company on various strategic financial and business
alternatives available to it to maximize stockholder value.  These
included a recapitalization, acquisitions, disposition of assets,
liquidation, the sale or merger of the Company and alternatives
that would keep the Company independent.  After consideration of
the alternatives available to the Company, the Board has
determined and recommends that liquidation is advisable and in the
best interests of the Company's stockholders.  The Board also
recommends the implementation of the Stock Split, which could make
the Company's operations more cost effective whether or not the
Plan is approved by Stockholders.

Under the Plan, the Company intends to sell its assets, to pay or
provide for its liabilities, and to distribute its remaining cash
to its stockholders.  The Board currently estimates that
stockholders could receive $18.00 to $20.50 per share in total
distributions over the liquidation period including an initial
distribution of $12.00 to $14.00 per share within 30 days after
the later of the closing of the sale of the Palomino Park rental
apartments and stockholder approval of the Plan.  The estimated
time frame for payment of these proceeds will be described in the
proxy statement to be filed.

A Stock Split would reduce the number of record holders of the
Company's common stock to below 300, thereby making the Company
eligible for:

     (i) deregistration under the Securities Exchange Act of 1934,
         as amended, and

    (ii) the de-listing of its common stock from the American
         Stock Exchange.

Accomplishing these objectives would relieve the Company of the
costs associated with complying with the various reporting and
governance requirements of the Securities and Exchange Commission
and American Stock Exchange.  This action also would save the
Company significant expenses associated with Sarbanes-Oxley Act
reporting requirements.  It is anticipated that only stockholders
owning 99 or fewer pre-split common shares of the Company would
receive $20.50 per pre-split share in cash for their shares.
Currently, the Company has 6,467,639 common shares outstanding and
it is anticipated that approximately 4,000 common shares will be
purchased by the Company in order to complete the Stock Split.

Mr. Jeffrey Lynford, Chairman and CEO stated, "Your Board of
Directors, after significant analysis, has approved a plan of
liquidation, which we believe will most likely maximize
stockholder value.  Since the Company's public trading volume is
very low, approximately 4,000 shares per day, there is no
significant current market liquidity for our stockholders.  With
the adoption and implementation of this plan, significant cash
could be distributed.  The initial distribution could range
between $78 million and $91 million, and our total distributions
could range between $116 million and $133 million."

Wellsford Real Properties, Inc., is a real estate merchant banking
firm headquartered in New York City which acquires, develops,
finances and operates real properties, constructs for-sale single
family home and condominium developments and organizes and invests
in private and public real estate companies.


WICKES INC: Creditors Committee Taps BBK Ltd as Financial Advisors
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave the Official Committee of Unsecured Creditors of Wickes Inc.,
permission to employ BBK, Ltd., as its special financial advisors.

The Committee chose BBK Ltd. as its special financial advisors
because of the Firm's extensive experience and knowledge of
business accounting practices and its ability to analyze and
examine certain transactions of the Debtor.

BBK Ltd. will first act as the Committee's consultants in
analyzing and examining certain discovery materials obtained by
the Committee's special counsel, Miller Canfield, which are
related to the Debtor' pre-petition financial transactions.

BBK Ltd. will provide all other financial advisory services to the
Committee and will work closely with Miller Canfield and other
professionals retained by the Committee to ensure there will be no
duplication of services that are charged to the Debtor's estate.

The hourly rates of BBK Ltd.'s professionals are:

    Designation                Hourly Rate
    ------------               -----------
    Principals                    $375
    Senior Directors              $325
    Directors                     $300
    Senior Consultants            $275
    Consultants                   $195
    Analysts                      $150
    Paraprofessional Staff        $ 70

BBK Ltd. assures the Court that it does not represent any interest
materially adverse to the Committee, the Debtor or its estate.

Headquartered in Vernon Hills, Illinois, Wickes Inc.
-- http://www.wickes.com/-- is a retailer and manufacturer of
building materials, catering to residential and commercial
building professionals, repairs and remodeling contractors and
project do-it-yourself consumers Wickes, Inc., and GLC Division,
Inc., filed for chapter 11 protection on January 20, 2004 (Bankr.
N.D. Ill. Case No. 04-02221).  The Court dismissed GLC's case on
Feb. 17, 2005.  Richard M. Bendix Jr., Esq., at Schwartz Cooper
Greenberger & Krauss represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, it listed $155,453,000 in total assets and $168,199,000
in total debts.


WICKES INC: Sells Real Property to Marken LLC for $425,000
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved Wickes Inc.'s request:

   a) to sell certain real property outside of the ordinary course
      of business free and clear of liens, claims, encumbrances
      and interests; and

   b) to approve the Purchase Agreement and provide for the
      Court's Sale Order to take effect immediately upon entry
      of the Sale Order notwithstanding the stay provided for by
      Bankruptcy Rule 6004.

The Court approved the sale transaction on April 21, 2005.

The Debtor tells the Court that the real property is no longer
necessary for it operations and the proceeds of the sale will be
used for payment of administrative expenses and for distribution
to creditors.

The Debtor and Marken LLC entered into a Purchase Agreement on
April 7, 2005, calling for the sale of the Debtor's real property
located in Kokomo, Indiana, to Marken for $425,000.  That Purchase
Agreement included the Debtor's agreement to assume and assign
executory contracts and unexpired leases to Marken LLC.

The Debtor relates that the Purchase Agreement was the product of
lengthy good faith negotiations with Marken LLC.

Headquartered in Vernon Hills, Illinois, Wickes Inc.
-- http://www.wickes.com/-- is a retailer and manufacturer of
building materials, catering to residential and commercial
building professionals, repairs and remodeling contractors and
project do-it-yourself consumers Wickes, Inc., and GLC Division,
Inc., filed for chapter 11 protection on January 20, 2004 (Bankr.
N.D. Ill. Case No. 04-02221).  The Court dismissed GLC's case on
Feb. 17, 2005.  Richard M. Bendix Jr., Esq., at Schwartz Cooper
Greenberger & Krauss represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, it listed $155,453,000 in total assets and $168,199,000
in total debts.


WILLBROS GROUP: Reports on Status of Audit Committee Probe
----------------------------------------------------------
Willbros Group, Inc. (NYSE: WG) provided an update on its Audit
Committee's independent internal investigation and on its expected
financial results.  The Audit Committee has substantially
completed its investigation.  The Company and its external
auditors are reviewing and analyzing the results of the Audit
Committee's investigation in order to finalize the Company's
financial statements.

                Audit Committee Investigation

As previously reported in January 2005, the Company's Audit
Committee, with the assistance of independent counsel, has been
carrying out an investigation into the activities of James K.
Tillery, the former President of Willbros International, Inc., and
other employees and consultants of WII and its subsidiaries.  WII
and its wholly owned subsidiaries operate internationally outside
the United States and Canada.  WII is a wholly owned subsidiary of
Willbros Group, Inc.

Mr. Tillery resigned without severance benefits from Willbros
International, Inc. on January 6, 2005, as a direct result of
senior management's preliminary investigation into a tax matter
in Bolivia.  After Mr. Tillery's resignation, the Company
discovered numerous documents and encrypted computer files
indicating that Mr. Tillery may have been concealing other
improper activities.  Senior management promptly brought this
information to the attention of the Audit Committee, which then
launched its own independent investigation.

The investigation conducted by the Audit Committee confirmed
that Mr. Tillery and others who directly or indirectly reported
to him violated Company policies and possibly the laws of
several countries, including the United States.  Based on the
Audit Committee's independent investigation and on information
obtained by senior management, the Company has determined the
following:

   -- Mr. Tillery and other Willbros International employees or
      consultants owned interests in enterprises with whom
      Willbros International did business, and may have usurped
      corporate opportunities, received payments and other
      improper benefits from consultants, suppliers or
      competitors.  Mr. Tillery and these others appear to have
      benefited personally as a result of such transactions.
      Their failure to disclose such activities may constitute a
      violation of United States law, or the laws of other
      countries.

   -- Mr. Tillery and other Willbros International employees or
      consultants may have directly and indirectly promised to
      make, made, caused to be made, or approved payments to
      government officials in Bolivia, Nigeria and Ecuador, and
      possibly to client personnel in one or more of those
      countries.  Mr. Tillery may have also acquiesced in, or
      approved, a prior commitment by another to make an improper
      future payment in Mexico.  These activities and, in some
      cases, their possible mischaracterization on Willbros
      International's financial records, may constitute violations
      of the United States Foreign Corrupt Practices Act, other
      laws of the United States, or the laws of other countries.

   -- Under the direction of Mr. Tillery and other Willbros
      International employees or consultants, certain subsidiaries
      of WII filed false tax returns, failed to file required tax
      returns, and failed to pay certain taxes in locations
      outside the United States.

   -- Mr. Tillery and other Willbros International employees or
      consultants may have engaged in discussions with competitors
      and others regarding bids for projects outside the United
      States.  These discussions may have been in violation of
      United States law or the laws of other countries.

   -- Following Mr. Tillery's resignation, Willbros International
      employees and former consultants may have contravened
      Company directives and continued to carry out some of the
      activities described above.

The process and results of the Audit Committee's investigation
have been voluntarily reported to both the United States
Securities and Exchange Commission and the United States
Department of Justice, which are currently investigating these
matters.  The Company is cooperating fully with these governmental
authorities.

The Company, including the Audit Committee, is continuing to
examine certain of Willbros International's operations to
determine whether there are any other improper or illegal
activities by Mr. Tillery or others.  It is possible that
additional instances of improper or illegal behavior could be
identified in the future.  The Company has already taken a variety
of remedial actions in response to the findings of the Audit
Committee and will continue to evaluate the necessity of taking
additional remedial actions.

The Company cannot predict the outcome of any investigations
conducted by the SEC, the DOJ or other governmental authorities,
whether they will result in legal proceedings against the Company,
or whether the Company will be subject to civil or criminal fines
or penalties or other regulatory action which could have a
material adverse effect on the Company's business and results of
operations.

If the Company or one of its subsidiaries is found to have
violated the FCPA, that entity could be subject to civil penalties
of up to $650,000 per violation and criminal penalties of up to
the greater of $2 million per violation or twice the gross
pecuniary gain resulting from the improper conduct.  The Company
and its subsidiaries could also be barred from participating in
future United States government contracts.  There may be other
penalties that could apply under other laws of the United States
or the laws of other countries.

In addition to the liability of the Company or its subsidiaries
that could arise out of the governmental proceedings described
above, there are other adverse effects that could occur as a
result of the foregoing, including:

   -- the net, uninsured expense of responding to anticipated
      investigations by governmental authorities and fulfilling
      the Company's obligations to fund director and officer legal
      costs could adversely affect results of operations.

   -- the Company's refusal to make improper payments, or to
      permit others to do so on its behalf, may negatively affect
      ongoing international operations, particularly in Nigeria.

   -- the competitors of the Company may be able to exploit these
      circumstances to the disadvantage of the Company.

The discovery of the circumstances described above has also led
the Audit Committee and the Company to conclude that material
weaknesses existed in the Company's internal controls and
procedures.  The Company is in the process of implementing an
enhanced system of internal controls and procedures designed to
eliminate these recently discovered weaknesses including, among
others:

   -- realignment of the reporting of the financial staff in all
      business units directly to the Corporate Controller's
      Office;

   -- adoption of a more frequent rotation policy for the
      operations and financial staff at the business unit level;

   -- implementation of an enhanced, stand-alone FCPA Compliance
      Program;

   -- implementation of an enhanced Whistle Blower policy;

   -- appointment of a senior-level Company employee reporting to
      the Audit Committee with primary responsibility for
      implementation, oversight and enforcement of Corporate
      Governance Policies;

   -- expansion of internal audit staff;

   -- internal control improvements related to cash disbursements;
      and

   -- expanded review by corporate tax personnel of all tax
      liability accounts on a quarterly basis.

There is no assurance that enhanced controls and procedures will
eliminate all future inaccuracies or potential violations of law.

The Company has initiated certain recovery measures against some
who have compromised the interests of the Company.  The Company
will continue with its recovery effort and is assessing all of
its options in that regard.

                Expected Financial Restatement

The previously announced financial restatements for the years
ended December 31, 2002, and 2003, and the first three quarters of
2004 will incorporate the results of the Audit Committee's
investigation, and a review of the Company's financial records.
The estimated financial impact of those restatements on the
referenced periods are expected to be as follows:

For the year ended December 31, 2002, reductions in net income
ranging from $4.3 to $5.0 million and consisting of:

   -- $3.1 to $3.3 million related to Bolivian taxes, penalties
      and interest; and

   -- $1.2 to $1.7 million related to underpayment of Nigerian
      payroll taxes and other accounting adjustments.

For the year ended December 31, 2003, reductions in net income
ranging from $1.5 to $2.1 million and consisting of:

   -- $1.0 to $1.3 million related to Bolivian taxes, penalties
      and interest; and

   -- $0.5 to $0.8 million related to underpayment of Nigerian
      payroll taxes and other accounting adjustments.

For the three quarters ended September 30, 2004, reductions in
net income ranging from $1.4 to $2.1 million and consisting of:

   -- $1.0 to $1.4 million related to Bolivian taxes, penalties
      and interest; and

   -- $0.4 to $0.7 million related to underpayment of Nigerian
      payroll taxes and other accounting adjustments.

The total financial statement impact of the restatements for the
periods discussed above is currently estimated to be a reduction
in net income ranging from $7.2 to $9.2 million.  During this same
timeframe the Company recorded net income before restatements of
approximately $20.8 million.

                      Expected 2004 Results

Based on current information, the Company expects to report a loss
in the range of $11.5 to $12.0 million for the full year 2004. In
addition to the restatement amounts noted above, full year 2004
results were negatively impacted by:

   -- increased reserves for accounts receivable and warranty
      work, primarily in Nigeria;

   -- reductions of estimated contract margins on work in progress
      at year- in Nigeria; and

   -- increases in general and administrative expenses
      related to external audit and Sarbanes-Oxley compliance.

The investigation disclosed that during the years ended December
31, 2002, 2003 and 2004, the Company:

   (1) made related party payments of $33.2 million, and

   (2) recorded $10.8 million in revenue with respect to entities
       where Mr. Tillery appears to have had an ownership interest
       or over whose operations he appears to have exercised some
       level of control.

The related party payments were mainly in connection with marine
vessel charters, diving services and consulting services for
projects in Nigeria, Bolivia and Ecuador.

                      First Quarter 2005

As reported previously, the Company incurred costs of
approximately $1.5 million associated with the performance of the
Audit Committee's independent internal investigation through March
1, 2005.  Total costs for the investigation in the quarter ended
March 31, 2005 were approximately $4.0 million, including the
previously reported amount.  Currently, management expects to
record revenue of approximately $135 to $140 million and a loss of
approximately $5.0 to $7.0 million for the quarter ended March 31,
2005, including the costs for the internal investigation.  In
addition to the investigation costs noted above, first quarter
2005 results were negatively impacted by:

   -- increased contract and indirect costs in Nigeria;

   -- the Company declining to perform a contract in Ecuador; and

   -- lower than anticipated margins on liquids extracted at the
      Company's Opal facility.

                   Estimates Subject To Change

All of the estimates presented above are subject to change based
upon the further review and analysis of the results of the Audit
Committee's investigation by management and the Company's external
auditors.

                         Guidance For 2005

The Company is withdrawing its guidance for the remainder of 2005
due to the following uncertainties associated with its operations
this year:

   -- ongoing costs associated with current and anticipated
      investigations;

   -- increased costs associated with actions taken to improve
      internal controls; and

   -- potential negative impact on contract margins in Nigeria due
      to changes in management, business relationships and
      business practices.

                         Credit Facility

Based on the anticipated results for 2004 and the first quarter of
2005, the Company expects to have a technical default under its
Credit Agreement related to non-compliance with a financial
covenant.  The Company is currently working with its banks to
obtain a waiver of this covenant and believes that it will obtain
the waiver.  However, until this waiver is finalized, the Company
cannot access the credit facility for the issuance of new letters
of credit or borrowings.  There are no borrowings under the credit
facility as of this date and there are currently approximately $45
million in letters of credit outstanding under the facility.

Willbros Group, Inc. is an independent contractor serving the oil,
gas and power industries, providing engineering and construction,
and facilities development and operations services to industry and
government entities worldwide.


WORLDCOM INC: Gallegoses Can Pursue New Mexico Telemarketing Suit
-----------------------------------------------------------------
Jerry, Lorraine and Angelica Gallegos ask the U.S. Bankruptcy
Court for the Southern District of New York to lift the automatic
stay to allow them to prosecute their lawsuit against the
WorldCom, Inc. and its debtor-affiliates.

Daniel Yohalem, Esq., in Sante Fe, New Mexico, relates that on
September 7, 2001, the Gallegoses filed a lawsuit against
WorldCom, Inc., in the United States District Court for the
District of New Mexico.  The Gallegoses seek compensatory damages,
punitive damages and attorney's fees under federal law of the
injuries they suffered as a result of the Debtors' "illegal
telemarketing activities."

Mr. Yohalem asserts that the Gallegoses suffered emotional
distress when an MCI telemarketer, acting on the job and within
the scope of his employment, made a racially motivated obscene and
threatening phone call to the Gallegoses in their home.  The
telemarketer's behavior was directly attributable to the Debtors'
improper hiring, training, supervision, compensation and
disciplinary practices.

The Gallegoses filed proofs of claim against the Debtors in
connection with the incident:

          Claimant                 Claim Amount
          --------                 ------------
          Jerry Gallegos             $200,000
          Lorraine Gallegos           250,000
          Angelica Gallegos           150,000

                      Debtors Object

Mark A. Shaiken, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, points out that the automatic stay was terminated
upon the discharge of the Debtors, no later than the Effective
Date of the Plan of Reorganization on April 20, 2004.  The stay
was replaced by the permanent injunction of Section 524(a)(2) of
the Bankruptcy Code.

Thus, for the Gallegoses' request to be granted, Mr. Shaiken says,
the Gallegoses would have to obtain relief from the effect and
operation of the Confirmation Order, not relief from the automatic
stay.

However, Mr. Shaiken points out that no relief from the
Confirmation Order is available to the Gallegoses.  "The
Gallegoses did not address any of the grounds for relief from a
final order as set forth in Rule 60(b) of the Federal Rules of
Civil Procedure."

                         Parties Stipulate

To resolve their dispute, the Debtors and the Gallegoses stipulate
and agree that the automatic stay and the Section 524(a) discharge
injunction will be modified to the extent applicable, to allow the
Gallegoses to litigate the issues in the Mexico Action to
completion in the United States District Court for the District of
New Mexico.

The parties will be permitted to pursue any appeals of any
decisions from the New Mexico Court to any federal court with
appellate jurisdiction over the New Mexico Court, for the sole
purpose of establishing the amount of each of the claims.

Upon the entry of a Final Judgment or order determining the Claim
Amount, the provisions of the Plan will govern the allowance and
payment of all or a portion of the Claim Amount.  The Gallegoses
will not be permitted to collect any portion of the Claim Amount
except through distributions under the Plan.

The Automatic Stay and the Discharge Injunction will remain in
full force and effect with respect to the Collection Efforts.

Judge Gonzalez approves the Parties' Stipulation.

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


WORLDCOM INC: Court Approves Mississippi Tax Settlement Pact
------------------------------------------------------------
The Reorganized WorldCom, Inc. and its debtor-affiliates ask the
Court to approve their settlement agreement with the State of
Mississippi with respect to certain tax claims.

Mississippi filed claims, arising out of a WorldCom royalty
program, including Claim Nos. 38127, 38134, 38135, 38136 and
38343.  Mississippi has agreed to withdraw Claim Nos. 38135, 38136
and 38127.  Mississippi asserts approximately $1 billion in taxes,
penalties and interest relating to the Claims.  The Reorganized
Debtors have objected to the Claims.

After extended negotiations, the Reorganized Debtors and
Mississippi agreed to resolve all disputes related to the Claims
and certain other issues.

The salient terms of the Settlement Agreement are:

    (a) The Claims will be disallowed, dismissed and expunged in
        full and with prejudice.  Mississippi will release the
        Reorganized Debtors from all claims relating in any way to
        the Tax Claims.  Any claim related to the Royalty Program
        and the Reorganized Debtors' obligation to pay taxes,
        interest, and penalties relating to the Royalty Program
        are released.

    (b) Mississippi's surviving claims are unrelated to the
        Royalty Program:

        Creditor                         Claim No.   Claim Amount
        --------                         ---------   ------------
        Mississippi State Treasurer          N/A        $364,866

        Mississippi Corporate
           Income and Franchise              N/A           6,174

        State of Mississippi                 N/A           3,148

        Mississippi Dept. of IT Services   12435          62,870

    (c) The Reorganized Debtors will pay these amounts and
        transfer property to or for Mississippi's benefit, as
        payments of tax and interest and not as penalties:

           Creditor                       Amount/Property
           --------                       ---------------
           Mississippi                    $100,000,000

                                          A WorldCom building and
                                          adjacent property
                                          located at 515 Amite,
                                          in Jackson, Mississippi

           Attorneys acting as Special
           Assistant Attorneys General
           for Mississippi                $14,000,000

           Children's Justice Center
           of Mississippi                 $4,200,000

    (d) In the event that Mississippi files an action against a
        non-released third party relating to the Tax Claims or the
        Royalty Program, and the third party brings a claim
        against MCI or other released parties for contribution
        or indemnification, the Agreement includes a mechanism to
        prevent any further liability to MCI or other released
        parties, through a reduction of any recovery by
        Mississippi from the non-released party.  Mississippi may
        also be required to transfer to MCI rights to the proceeds
        of any award to Mississippi against a non-released party,
        if necessary to ensure that MCI has no liability to a non-
        released party.  MCI must pay its own defense costs if a
        contribution or indemnification claim is brought against
        it by a non-released party, and must use its reasonable
        best efforts to defend any action.

    (e) Except as provided, all parties will bear their own costs,
        expenses and fees.

    (f) The Parties agreed to certain technical tax, accounting
        and related issues necessary to:

           -- resolve all Claims for tax years ending on or before
              December 31, 2002, on a final basis; and

           -- agree on Mississippi's treatment of discrete tax
              issues for tax years after 2002.

Jerome L. Epstein, Esq., at Jenner & Block LLP, in Washington,
D.C., points out that the Agreement furthers the interest of
creditors at large in several ways.  It settles Mississippi's
Claims for approximately $900 million less than the total amount
claimed or demanded.  By resolving disputed claims issues without
litigation, the Agreement reduces transaction costs and expedites
resolution of one of the most significant claims remaining in the
claims resolution process.

*   *   *

The Court approved the settlement agreement.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 91; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* BOND PRICING: For the week of May 16 - May 20, 2005
-----------------------------------------------------
Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
AAIPharma Inc.                        11.000%  04/01/10    46
ABC Rail Product                      10.500%  01/15/04     0
ABC Rail Product                      10.500%  12/31/04     0
Adelphia Comm.                         3.250%  05/01/21     6
Adelphia Comm.                         6.000%  02/15/06     6
Advanced Access                       10.750%  06/15/11    72
Aetna Industries                      11.875%  10/01/06     7
Allegiance Tel.                       11.750%  02/15/08    21
Allegiance Tel.                       12.875%  05/15/08     1
Allied Holdings                        8.625%  10/01/07    48
Amer. & Foreign Power                  5.000%  03/01/30    73
Amer. Color Graph.                    10.000%  06/15/10    64
Amer. Plumbing                        11.625%  10/15/08    14
Amer. Restaurant                      11.500%  11/01/06    60
Amer. Tissue Inc.                     12.500%  07/15/06     2
American Airline                       7.377%  05/23/19    66
American Airline                       7.379%  05/23/16    68
American Airline                       8.839%  01/02/17    70
American Airline                       8.800%  09/16/15    74
American Airline                      10.180%  01/02/13    70
American Airline                      10.190%  05/26/16    73
American Airline                      10.600%  03/04/09    66
American Airline                      10.680%  03/04/13    65
Ames True Temper                      10.000%  07/15/12    74
Amkor Tech Inc.                        5.680%  03/15/07    70
Amkor Tech Inc.                        7.125%  03/15/11    72
Amkor Tech Inc.                        7.750%  05/15/13    73
Amkor Tech Inc.                       10.500%  05/01/09    72
AMR Corp.                              4.500%  02/15/24    70
AMR Corp.                              9.200%  01/30/12    71
AMR Corp.                              9.750%  08/15/21    61
AMR Corp.                              9.800%  10/01/21    64
AMR Corp.                              9.880%  06/15/20    62
AMR Corp.                             10.000%  04/15/21    66
AMR Corp.                             10.125%  06/01/21    68
AMR Corp.                             10.150%  05/15/20    60
AMR Corp.                             10.200%  03/15/20    62
AMR Corp.                             10.290%  03/08/21    63
AMR Corp.                             10.400%  03/15/11    62
AMR Corp.                             10.450%  11/15/11    63
Anadigics                              5.000%  10/15/09    65
Apple South Inc.                       9.750%  06/01/06    20
Armstrong World                        6.350%  08/15/03    72
Armstrong World                        6.500%  08/15/05    73
AT Home Corp.                          0.525%  12/28/18    22
AT Home Corp.                          4.750%  12/15/06    30
ATA Holdings                          12.125%  06/15/10    45
ATA Holdings                          13.000%  02/01/09    45
Atlantic Coast                         6.000%  02/15/34    16
Atlas Air Inc.                         8.770%  01/02/11    29
Atlas Air Inc.                         9.702%  01/02/08    51
Autocam Corp.                         10.875%  06/15/14    73
Bank New England                       8.750%  04/01/99    10
Bank New England                       9.500%  02/15/96     8
BBN Corp.                              6.000%  04/01/12     0
Bearingpoint Inc.                      2.500%  12/15/24    72
Bearingpoint Inc.                      2.750%  12/15/24    72
Bethlehem Steel                       10.375%  09/01/03     0
Broadband Tech.                        5.000%  05/15/01     0
Budget Group Inc.                      9.125%  04/01/06     0
Burlington Northern                    3.200%  01/01/45    61
Burlington Inds.                       7.250%  08/01/27     4
Calpine Corp.                          4.000%  12/26/06    73
Calpine Corp.                          4.750%  11/15/23    47
Calpine Corp.                          7.750%  04/15/09    47
Calpine Corp.                          7.875%  04/01/08    47
Calpine Corp.                          8.500%  07/15/10    66
Calpine Corp.                          8.500%  02/15/11    51
Calpine Corp.                          8.625%  08/15/10    47
Calpine Corp.                          8.750%  07/15/07    56
Calpine Corp.                          8.750%  07/15/13    70
Calpine Corp.                          9.875%  12/01/11    66
Calpine Corp.                         10.500%  05/15/06    75
Charter Comm Hld.                      8.625%  04/01/09    69
Charter Comm Hld.                      9.625%  11/15/09    68
Charter Comm Hld.                     10.000%  04/01/09    72
Charter Comm Hld.                     10.000%  05/15/11    65
Charter Comm Hld.                     10.250%  01/15/10    67
Charter Comm Hld.                     10.750%  10/01/09    69
Charter Comm Hld.                     11.125%  01/15/11    70
Chic East ILL RR                       5.000%  01/01/54    55
Coeur D'Alene                          1.250%  01/15/24    67
Collins & Aikman                      10.750%  12/31/11    42
Comcast Corp.                          2.000%  10/15/29    42
Comdisco Inc.                          7.230%  08/16/01     0
Comprehens Care                        7.500%  04/15/10     0
Continental Airlines                   7.461%  04/01/13    73
Corecomm Limited                       6.000%  10/01/06     5
Covad Communication                    3.000%  03/15/24    73
Cray Research                          6.125%  02/01/11    34
Curagen Corp.                          4.000%  02/15/11    57
Curative Health                       10.750%  05/01/11    70
Delta Air Lines                        2.875%  02/18/24    31
Delta Air Lines                        7.299%  09/18/06    51
Delta Air Lines                        7.700%  12/15/05    72
Delta Air Lines                        7.711%  09/18/11    48
Delta Air Lines                        7.779%  11/18/05    72
Delta Air Lines                        7.779%  01/02/12    50
Delta Air Lines                        7.900%  12/15/09    32
Delta Air Lines                        7.920%  11/18/10    45
Delta Air Lines                        8.000%  06/03/23    32
Delta Air Lines                        8.270%  09/23/07    70
Delta Air Lines                        8.300%  12/15/29    25
Delta Air Lines                        8.540%  01/02/07    32
Delta Air Lines                        8.540%  01/02/07    45
Delta Air Lines                        9.000%  05/15/16    21
Delta Air Lines                        9.200%  09/23/14    42
Delta Air Lines                        9.250%  03/15/22    25
Delta Air Lines                        9.300%  01/02/10    63
Delta Air Lines                        9.300%  01/02/10    68
Delta Air Lines                        9.300%  01/02/11    32
Delta Air Lines                        9.320%  01/02/09    42
Delta Air Lines                        9.750%  05/15/21    25
Delta Air Lines                       10.000%  08/15/08    34
Delta Air Lines                       10.000%  06/01/10    36
Delta Air Lines                       10.000%  06/18/13    50
Delta Air Lines                       10.060%  01/02/16    50
Delta Air Lines                       10.125%  05/15/10    30
Delta Air Lines                       10.140%  08/14/11    68
Delta Air Lines                       10.140%  08/26/12    47
Delta Air Lines                       10.375%  02/01/11    32
Delta Air Lines                       10.375%  12/15/22    25
Delta Air Lines                       10.430%  01/02/11    53
Delta Air Lines                       10.500%  04/30/16    45
Delta Air Lines                       10.790%  03/26/14    30
Delta Air Lines                       10.790%  03/26/14    37
Delphi Auto System                     7.125%  05/01/29    68
Delphi Corp.                           6.500%  08/15/13    71
Delphi Trust II                        6.197%  11/15/33    41
Diva Systems                          12.625%  03/01/08     0
Duane Reade Inc.                       9.750%  08/01/11    74
Dura Operating                         9.000%  05/01/09    64
Dura Operating                         9.000%  05/01/09    62
Duty Free Int'l                        7.000%  01/15/04    25
DVI Inc.                               9.875%  02/01/04     9
Eagle-Picher Inc.                      9.750%  09/01/13    66
Eagle Food Center                     11.000%  04/15/05     2
Edison Brothers                       11.000%  09/26/07     0
Enron Corp.                            6.400%  07/15/06    30
Enron Corp.                            6.500%  08/01/02    33
Enron Corp.                            6.625%  10/15/03    33
Enron Corp.                            6.625%  11/15/05    33
Enron Corp.                            6.725%  11/17/08    31
Enron Corp.                            6.750%  09/01/04    31
Enron Corp.                            6.750%  09/15/04    30
Enron Corp.                            6.750%  07/01/05     0
Enron Corp.                            6.750%  08/01/09    30
Enron Corp.                            6.875%  10/15/07    32
Enron Corp.                            6.950%  07/15/28    33
Enron Corp.                            6.950%  07/15/28    30
Enron Corp.                            7.000%  08/15/23    33
Enron Corp.                            7.125%  05/15/07    34
Enron Corp.                            7.375%  05/15/19    33
Enron Corp.                            7.625%  09/10/04    29
Enron Corp.                            7.875%  06/15/03    30
Enron Corp.                            8.250%  09/15/12     1
Enron Corp.                            8.375%  05/23/05    33
Enron Corp.                            9.125%  04/01/03    33
Enron Corp.                            9.875%  06/15/03    11
Epic Resorts LLC                      13.000%  06/15/05     2
Evergreen Intl. Avi.                  12.000%  05/15/10    71
Exide Tech.                           10.500%  03/15/13    74
Exodus Comm. Inc.                     10.750%  12/15/09     0
Exodus Comm. Inc.                     11.625%  07/15/10     0
Falcon Products                       11.375%  06/15/09    42
Fedders North Am.                      9.875%  03/01/14    64
Federal-Mogul Co.                      7.375%  01/15/06    21
Federal-Mogul Co.                      7.500%  01/15/09    21
Federal-Mogul Co.                      8.120%  03/06/03    28
Federal-Mogul Co.                      8.160%  03/06/03    27
Federal-Mogul Co.                      8.250%  03/03/05    28
Federal-Mogul Co.                      8.370%  11/15/01    24
Federal-Mogul Co.                      8.370%  11/15/01    28
Federal-Mogul Co.                      8.460%  10/27/02    28
Federal-Mogul Co.                      8.800%  04/15/07    20
Fibermark Inc.                        10.750%  04/15/11    65
Finova Group                           7.500%  11/15/09    43
Firstworld Comm                       13.000%  04/15/08     1
Foamex L.P.                            9.875%  06/15/07    49
Foamex LP/CAP                         10.750%  04/01/09    75
Ford Motor Co                          6.500%  08/01/18    75
Ford Motor Co                          6.625%  02/15/28    71
Ford Motor Co                          7.400%  11/01/46    70
Ford Motor Co                          7.700%  05/15/97    71
Ford Motor Co                          7.750%  06/15/43    72
Ford Motor Credit                      5.750%  01/21/14    74
Ford Motor Credit                      6.000%  03/20/14    75
Ford Motor Credit                      6.000%  03/20/14    74
Ford Motor Credit                      6.150%  01/20/15    74
Ford Motor Credit                      6.250%  01/20/15    75
Ford Motor Credit                      7.500%  08/20/32    74
Fruit of the Loom                      8.875%  04/15/06     0
General Motors                         7.400%  09/01/25    69
General Motors                         8.100%  06/15/24    70
General Motors                         8.250%  07/15/23    72
General Motors                         8.375%  07/15/33    72
General Nutrition                      8.500%  12/01/10    73
GMAC                                   5.100%  09/15/09    74
GMAC                                   5.250%  01/15/14    71
GMAC                                   5.350%  01/15/14    71
GMAC                                   5.700%  06/15/13    73
GMAC                                   5.700%  12/15/13    74
GMAC                                   5.750%  01/15/14    73
GMAC                                   5.850%  05/15/13    73
GMAC                                   5.850%  06/15/13    74
GMAC                                   5.850%  06/15/13    74
GMAC                                   5.850%  06/15/13    71
GMAC                                   5.900%  12/15/13    74
GMAC                                   5.900%  01/15/19    70
GMAC                                   5.900%  01/15/19    68
GMAC                                   5.900%  02/15/19    68
GMAC                                   5.900%  10/15/19    64
GMAC                                   6.000%  07/15/13    75
GMAC                                   6.000%  11/15/13    72
GMAC                                   6.000%  12/15/13    75
GMAC                                   6.000%  02/15/19    66
GMAC                                   6.000%  02/15/19    66
GMAC                                   6.000%  02/15/19    71
GMAC                                   6.000%  03/15/19    65
GMAC                                   6.000%  03/15/19    71
GMAC                                   6.000%  03/15/19    66
GMAC                                   6.000%  03/15/19    69
GMAC                                   6.000%  03/15/19    69
GMAC                                   6.000%  04/15/19    67
GMAC                                   6.000%  09/15/19    67
GMAC                                   6.000%  09/15/19    65
GMAC                                   6.050%  08/15/19    68
GMAC                                   6.050%  08/15/19    68
GMAC                                   6.050%  10/15/19    67
GMAC                                   6.100%  09/15/19    66
GMAC                                   6.125%  10/15/19    69
GMAC                                   6.150%  12/15/13    74
GMAC                                   6.150%  08/15/19    66
GMAC                                   6.150%  09/15/19    70
GMAC                                   6.150%  10/15/19    65
GMAC                                   6.200%  04/15/19    66
GMAC                                   6.250%  12/15/18    68
GMAC                                   6.250%  01/15/19    70
GMAC                                   6.250%  04/15/19    73
GMAC                                   6.250%  05/15/19    67
GMAC                                   6.250%  07/15/19    67
GMAC                                   6.300%  08/15/19    70
GMAC                                   6.300%  08/15/19    68
GMAC                                   6.350%  04/15/19    67
GMAC                                   6.350%  07/15/19    68
GMAC                                   6.350%  07/15/19    73
GMAC                                   6.400%  12/15/18    72
GMAC                                   6.400%  11/15/19    70
GMAC                                   6.400%  11/15/19    67
GMAC                                   6.500%  06/15/18    69
GMAC                                   6.500%  11/15/18    69
GMAC                                   6.500%  12/15/18    72
GMAC                                   6.500%  12/15/18    70
GMAC                                   6.500%  05/15/19    72
GMAC                                   6.500%  02/15/20    72
GMAC                                   6.600%  08/15/16    74
GMAC                                   6.600%  05/15/18    71
GMAC                                   6.600%  06/15/19    75
GMAC                                   6.600%  06/15/19    70
GMAC                                   6.650%  06/15/18    71
GMAC                                   6.650%  10/15/18    74
GMAC                                   6.650%  10/15/18    74
GMAC                                   6.650%  02/15/20    74
GMAC                                   6.700%  08/15/16    73
GMAC                                   6.700%  06/15/18    72
GMAC                                   6.700%  06/15/18    72
GMAC                                   6.700%  11/15/18    70
GMAC                                   6.700%  06/15/19    72
GMAC                                   6.700%  12/15/19    71
GMAC                                   6.750%  07/15/16    73
GMAC                                   6.750%  08/15/16    73
GMAC                                   6.750%  09/15/16    73
GMAC                                   6.750%  03/15/18    75
GMAC                                   6.750%  07/15/18    71
GMAC                                   6.750%  09/15/18    74
GMAC                                   6.750%  10/15/18    75
GMAC                                   6.750%  11/15/18    75
GMAC                                   6.750%  05/15/19    73
GMAC                                   6.750%  06/15/19    74
GMAC                                   6.750%  06/15/19    71
GMAC                                   6.750%  06/15/19    74
GMAC                                   6.800%  09/15/18    72
GMAC                                   6.800%  10/15/18    74
GMAC                                   6.875%  07/15/18    74
GMAC                                   6.900%  06/15/17    73
GMAC                                   6.900%  07/15/18    73
GMAC                                   6.900%  08/15/18    72
GMAC                                   7.000%  06/15/16    74
GMAC                                   7.000%  06/15/16    74
GMAC                                   7.000%  05/15/17    74
GMAC                                   7.000%  06/15/17    73
GMAC                                   7.000%  07/15/17    74
GMAC                                   7.000%  07/15/17    74
GMAC                                   7.000%  02/15/18    74
GMAC                                   7.000%  05/15/18    74
GMAC                                   7.000%  08/15/18    73
GMAC                                   7.000%  02/15/21    70
GMAC                                   7.000%  09/15/21    70
GMAC                                   7.000%  06/15/22    70
GMAC                                   7.000%  11/15/23    74
GMAC                                   7.000%  11/15/24    72
GMAC                                   7.000%  11/15/24    67
GMAC                                   7.000%  11/15/24    68
GMAC                                   7.000%  04/15/18    74
GMAC                                   7.125%  04/15/17    73
GMAC                                   7.125%  07/15/17    75
GMAC                                   7.125%  10/15/17    74
GMAC                                   7.150%  07/15/17    75
GMAC                                   7.150%  01/15/25    68
GMAC                                   7.150%  03/15/25    70
GMAC                                   7.250%  09/15/17    75
GMAC                                   7.250%  04/15/18    75
GMAC                                   7.250%  08/15/18    74
GMAC                                   7.250%  09/15/18    72
GMAC                                   7.250%  01/15/25    72
GMAC                                   7.250%  03/15/25    73
GMAC                                   7.300%  12/15/15    68
GMAC                                   7.300%  01/15/18    75
GMAC                                   7.375%  04/15/17    74
GMAC                                   7.375%  04/15/18    73
GMAC                                   7.500%  12/15/16    75
Golden Books Pub                      10.750%  12/31/04     1
Golden Northwest                      12.000%  12/15/06    10
Graftech Int'l                         1.625%  01/15/24    60
Graftech Int'l                         1.625%  01/15/24    63
GST Network Funding                   10.500%  05/01/08     0
Guilford Pharma                        5.000%  07/01/08    74
Gulf States STL                       13.500%  04/15/03     0
HNG Internorth.                        9.625%  03/15/06    31
Icon Health & Fit                     11.250%  04/01/12    71
Icos Corp.                             2.000%  07/01/23    71
Idine Rewards                          3.250%  10/15/23    75
Imperial Credit                        9.875%  01/15/07     0
Impsat Fiber                           6.000%  03/15/11    74
Inland Fiber                           9.625%  11/15/07    50
Intermet Corp.                         9.750%  06/15/09    51
Intermune Inc.                         0.250%  03/01/11    70
Iridium LLC/CAP                       10.875%  07/15/05    16
Iridium LLC/CAP                       11.250%  07/15/05    16
Iridium LLC/CAP                       13.000%  07/15/05    16
Iridium LLC/CAP                       14.000%  07/15/05    16
Isis Pharmaceutical                    5.500%  05/01/09    75
Jordan Industries                     10.375%  08/01/07    50
Kaiser Aluminum & Chem.               12.750%  02/01/03    12
Key Plastics                          10.250%  03/15/07     1
Kmart Corp.                            6.000%  01/01/08    12
Kmart Corp.                            8.990%  07/05/10    70
Kmart Corp.                            9.350%  01/02/20    25
Kmart Funding                          8.800%  07/01/10    75
Kmart Funding                          9.440%  07/01/18    40
Kulicke & Soffa                        0.500%  11/30/08    66
Lehman Bros. Holding                   6.000%  05/25/05    68
Lehman Bros. Holding                   7.500%  09/03/05    36
Level 3 Comm. Inc.                     2.875%  07/15/10    45
Level 3 Comm. Inc.                     6.000%  09/15/09    47
Level 3 Comm. Inc.                     6.000%  03/15/10    43
Liberty Media                          3.750%  02/15/30    55
Liberty Media                          4.000%  11/15/29    60
Loral Cyberstar                       10.000%  07/15/06    74
Lukens Inc.                            7.625%  08/01/04     0
LTV Corp.                              8.200%  09/15/07     0
MacSaver Financial                     7.875%  08/01/03     5
Metaldyne Corp.                       11.000%  06/15/12    69
Metamor Worldwide                      2.940%  08/15/04     1
Mirant Corp.                           2.500%  06/15/21    70
Mirant Corp.                           5.750%  07/15/07    72
Mississippi Chem.                      7.250%  11/15/17     4
Molten Metal Tec                       5.500%  05/01/06     0
Muzak LLC                              9.875%  03/15/09    42
MSX Intl. Inc.                        11.375%  01/15/08    67
New Orl Grt N RR                       5.000%  07/01/32    72
North Atl Trading                      9.250%  03/01/12    71
Northern Pacific Railway               3.000%  01/01/47    62
Northwest Airlines                     7.626%  04/01/10    70
Northwest Airlines                     7.875%  03/15/08    46
Northwest Airlines                     8.070%  01/02/15    53
Northwest Airlines                     8.130%  02/01/14    50
Northwest Airlines                     8.700%  03/15/07    59
Northwest Airlines                     8.875%  06/01/06    71
Northwest Airlines                     8.970%  01/02/15    62
Northwest Airlines                     9.875%  03/15/07    61
Northwest Airlines                    10.000%  02/01/09    48
Northwest Airlines                    10.500%  04/01/09    69
Northwest Steel & Wir.                 9.500%  06/15/01     0
Nutritional Src.                      10.125%  08/01/09    74
NWA Trust                              9.360%  03/10/06    75
NWA Trust                             11.300%  12/21/12    67
Oakwood Homes                          7.875%  03/01/04    17
Oakwood Homes                          8.125%  03/01/09    24
Oscient Pharm                          3.500%  04/15/11    74
O'Sullivan Ind.                       13.375%  10/15/09    36
Orion Network                         11.250%  01/15/07    50
Orion Network                         12.500%  01/15/07    54
Outboard Marine                        9.125%  04/15/17     1
Owens Corning                          7.000%  03/15/09    65
Owens Corning                          7.500%  05/01/05    68
Owens Corning                          7.500%  08/01/18    73
Owens Corning Fiber                    8.875%  06/01/02    75
Pegasus Satellite                      9.625%  10/15/05    58
Pegasus Satellite                     12.375%  08/01/06    56
Pegasus Satellite                     12.500%  08/01/07    58
Pegasus Satellite                     13.500%  03/01/07     0
Pen Holdings Inc.                      9.875%  06/15/08    61
Penn Traffic Co.                      11.000%  06/29/09    46
Pharm Resources                        2.875%  09/30/10    74
Piedmont Aviat                         9.900%  11/08/06     8
Piedmont Aviat                        10.000%  11/08/12     0
Piedmont Aviat                        10.250%  01/15/07    23
Pixelworks Inc.                        1.750%  05/15/24    68
Polaroid Corp.                         6.750%  01/15/02     1
Polaroid Corp.                         7.250%  01/15/07     1
Polaroid Corp.                        11.500%  02/15/06     1
Portola Packaging                      8.250%  02/01/12    63
Primedex Health                       11.500%  06/30/08    45
Primus Telecom                         3.750%  09/15/10    25
Primus Telecom                         5.750%  02/15/07    35
Primus Telecom                         8.000%  01/15/14    53
Primus Telecom                        12.750%  10/15/09    46
Psinet Inc                            10.000%  02/15/05     0
Psinet Inc                            11.500%  11/01/08     0
Railworks Corp.                       11.500%  04/15/09     0
Radnor Holdings                       11.000%  03/15/10    61
RDM Sports Group                       8.000%  08/15/03     0
Read-Rite Corp.                        6.500%  09/01/04    56
Reliance Group Holdings                9.000%  11/15/00    18
Reliance Group Holdings                9.750%  11/15/03     4
Rite Aid Corp.                         6.875%  12/15/28    69
Rite Aid Corp.                         7.700%  02/15/27    74
RJ Tower Corp.                        12.000%  06/01/13    54
Salton Inc.                           10.750%  12/15/05    45
Salton Inc.                           12.250%  04/15/08    36
Silicon Graphics                       6.500%  06/01/09    66
Solectron Corp.                        0.500%  02/15/34    67
Solutia Inc.                           7.375%  10/15/27    74
Specialty Paperb.                      9.375%  10/15/06    65
Startec Global                        12.000%  05/15/08     0
Syratech Corp.                        11.000%  04/15/07    32
Tekni-Plex Inc.                       12.750%  06/15/10    65
Teligent Inc.                         11.500%  03/01/08     1
Tops Appliance                         6.500%  11/30/03     0
Tower Automotive                       5.750%  05/15/24    20
Trans Mfg Oper                        11.250%  05/01/09    50
Triton PCS Inc.                        8.750%  11/15/11    61
Triton PCS Inc.                        9.375%  02/01/11    62
Tropical SportsW                      11.000%  06/15/08    35
United Air Lines                       6.831%  09/01/08    18
United Air Lines                       6.932%  09/01/11    53
United Air Lines                       7.270%  01/30/13    41
United Air Lines                       7.811%  10/01/09    40
United Air Lines                       8.030%  07/01/11    24
United Air Lines                       8.250%  04/26/08    20
United Air Lines                       8.390%  01/21/11    54
United Air Lines                       8.700%  10/07/08    45
United Air Lines                       9.000%  12/15/03     6
United Air Lines                       9.020%  04/19/12    32
United Air Lines                       9.060%  09/26/14    45
United Air Lines                       9.125%  01/15/12     7
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.300%  03/22/08    38
United Air Lines                       9.560%  10/19/18    38
United Air Lines                       9.750%  08/15/21     8
United Air Lines                      10.110%  01/05/06    42
United Air Lines                      10.110%  02/19/06    42
United Air Lines                      10.125%  03/22/15    45
United Air Lines                      10.250%  07/15/21     7
United Air Lines                      10.360%  11/13/12    54
United Air Lines                      10.670%  05/01/04     7
United Air Lines                      11.210%  05/01/14     8
Univ. Health Services                  0.426%  06/23/20    64
United Homes Inc.                     11.000%  03/15/05     0
Uromed Corp.                           6.000%  10/15/03     0
US Air Inc.                            9.330%  01/01/06    42
US Air Inc.                           10.250%  01/15/07     5
US Air Inc.                           10.610%  06/27/07     0
US Air Inc.                           10.680%  06/27/08     6
US Air Inc.                           10.700%  01/15/07    23
US Air Inc.                           10.900%  01/01/08     3
US Airways Inc.                        7.960%  01/20/18    48
US West Cap.                           6.500%  11/15/18    73
US West Cap. Fdg                       6.875%  07/15/28    71
Utstarcom                              0.875%  03/01/08    60
Venture Hldgs                          9.500%  07/01/05     1
Visteon Corp.                          7.000%  03/10/14    63
WCI Steel Inc.                        10.000%  12/01/04    69
Westpoint Stevens                      7.875%  06/15/05     0
Westpoint Stevens                      7.875%  06/15/08     0
Winn-Dixie Store                       8.875%  04/01/08    50
Winstar Comm                          14.000%  10/15/05     1
Winstar Comm Inc.                     10.000%  03/15/08     0
World Access Inc.                      4.500%  10/01/02     7
World Access Inc.                     13.250%  01/15/08     6
Xerox Corp.                            0.570%  04/21/18    47

                          *********

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

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

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***