text: TCR_Public/050415.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, April 15, 2005, Vol. 9, No. 88 HeadlinesABACUS COMMS: Files Plan of Reorganization & Disclosure StatementACE AVIATION: Fidelity Buys & Sells Class B StockADDISON CDO: Fitch Affirms Low-B Ratings on Two DebtsADELPHIA COMMS: Court Approves Proposed Cost AllocationsADVANCED ACCESSORY: Various Concerns Prompt S&P to Watch RatingsAGILENT TECHNOLOGIES: Good Performance Prompts S&P to Lift RatingsAIR NAIL: Engages Clear Thinking Group as Liquidation TrusteeALLIANCE ONE: S&P Puts Low-B Ratings on Bank LoansALPHARMA INC: Moody's Affirms $220M Sr. Unsec. Notes' B3 RatingAMERICAN BUSINESS: Chapter 11 Liquidation Might Cause DIP DefaultAMERICAN BUSINESS: U.S. Trustee Seeks Appointment of ExaminerAMERIGAS: Fitch Rates $400 Million Senior Notes at BB+ARMSTRONG WORLD: Files Annual Report on Retirement Savings PlanARTESIA MORTGAGE: Fitch Affirms Low-B Ratings on Classes F & GATX COMMS: Court Confirms Chapter 11 Reorganization PlanAVONDALE MILLS: Weak Performance Prompts S&P to Junk RatingsBRIDGEPORT HOLDINGS: Trustee Has Until June 3 to Remove NoticesBRIDGEPORT HOLDINGS: Trustee Wants More Time to Object to ClaimsBUDGET GROUP: Deadline to Object to Administrative Claims NearsCALPINE CORP: Harbert Fund Expresses Concern Over Saltend SaleCHESAPEAKE ENERGY: S&P Rates Proposed $600M Sr. Unsec. Notes BB-COLUMBUS ROAD: Case Summary & 20 Largest Unsecured CreditorsCOMM: Fitch Affirms Junk Ratings on Classes M & N Mortgage Certs.CONGOLEUM CORP.: Taps FTI Consulting as Trial Support ProviderCONGOLEUM CORP: Wants Exclusive Filing Period Extended to Aug. 1CREDIT SUISSE: S&P Lifts Rating on Class F Certificates to BB-DIRECTV HOLDINGS: Fitch Rates $2.5 Bil. Sr. Credit Facility at BB+DMX MUSIC: Employs Paul Hastings as Special CounselDMX MUSIC: Wants to Retain Akin Gump as Special CounselEL CONEJO: Court Converts Chapter 11 Case to Chapter 7 LiquidationEL CONEJO: Section 341(a) Meeting Scheduled for May 6EURAMAX INTL: Merger Plan Prompts Moody's to Review Ba3 RatingFEDERAL-MOGUL: Jefferies' Role as Committee Advisor ExpandedGENEVA STEEL: Examiner Confirms CEO Got Leaked DocumentGENEVA STEEL: Inks Settlement Pact with Olsen PropertiesGOODYEAR TIRE: Fitch Puts Low-B Ratings on New Sr. Sec. Bank LoansGREAT POINT: Fitch Puts Default Ratings on Classes B & I NotesHANKINS RIVERVIEW: Case Summary & 6 Largest Unsecured CreditorsHOLLINGER INC: Seizes Collateral for Ravelston DebtJACQUELINE HATCHER: Case Summary & 16 Largest Unsecured CreditorsLAIDLAW INT'L: Repurchases 3.8 Million Shares for $84.5 MillionLEMINGTON HOME: Case Summary & 20 Largest Unsecured CreditorsLODGE ASSOCIATES: Case Summary & 14 Largest Unsecured CreditorsMAPCO FAMILY: Moody's Puts B2 Rating on Proposed $205M FacilityMED DIVERSIFIED: Court Formally Closes Affiliates' Chap. 11 CasesMERRILL LYNCH: Moody's Affirms Low-B Ratings on Class F & G Certs.METRIS COMPANIES: Moody's Raises Senior Unsecured Rating to B3MIRANT CORP: Arkansas Electric to Buy Wrightsville Unit for $85MMIRANT CORP: Court Subordinates Underwriters' Litigation ClaimsMIRANT CORP: Pays $57.5 Million to Pepco Pursuant to Court OrderMORGAN STANLEY: Fitch Rates $24.4 Million Mortgage Certs. at BB+MORGAN STANLEY: S&P Removes Ratings from CreditWatch NegativeOWENS CORNING: Court Refuses to Reconsider $7 Billion EstimatePARMALAT USA: Farmland Dairies Emerges From Chapter 11 ProtectionPERKINELMER INC.: Good Performance Prompts S&P to Hold RatingsPILLOWTEX CORP: Velvet Demo Asks Court to Protect Easement RightsPONDERSOSA PINE: Case Summary & 20 Largest Unsecured CreditorsPORTOLA PACKAGING: Feb. 28 Balance Sheet Upside-Down by $53.4 Mil.RELIANCE GROUP: Still Unable to File Financial Reports with SECRIVERSIDE FOREST: S&P Removes Ratings At Riverside's RequestRUTTER INC: Closes $11 Million Private Debt & Equity PlacementSCORE MEDIA: Feb. 28 Balance Sheet Upside-Down by $7.4 MillionSOLUTIA INC: Assumes Amended Ashley Warehouse LeaseSPIEGEL INC: Eddie Bauer Appoints Timothy McLaughlin as CFOSTILE CONSOLIDATED: Various Risks Prompt S&P to Hold RatingsTECO AFFILIATES: Majority of Creditors Vote to Accept Ch. 11 PlanTECO AFFILIATES: Resolves Regency Intrastate's Objection to PlanTFM S.A.: Moody's Assigns B2 Rating to New $460MM Sr. Unsec. NotesTRUMP HOTELS: Judge Wizmur Amends Confirmation OrderTRUMP HOTELS: THCR Gets $500M Loan from Morgan Stanley & UBS AGUAL CORP: Retired Pilots Union Wants to Conduct DiscoveryUAL CORP: Wants Exclusive Plan Filing Period Extended to July 1UAL CORP: Wants to Walk Away from Collective Labor PactsUS AIRWAYS: Postpones Plan Filing Until End of MonthUS AIRWAYS: Wants Until August 31 to Make Lease-Related DecisionsUSGEN NEW ENGLAND: Judge Mannes Approves Disclosure StatementVALAIRCO INC: Case Summary & 20 Largest Unsecured CreditorsVENTAS INC: Moody's Affirms Low-B Ratings Following Merger NewsVISUAL BIBLE: Court Appoints RSM Richter as Interim ReceiverWCA WASTE: Moody's Junks Proposed $25 Million Secured FacilityWCA WASTE: S&P Junks Proposed $25 Million Secured Second-Lien LoanWELDON F. STUMP: Involuntary Chapter 11 Case SummaryWINN-DIXIE: Committee Gets Court Nod to Hire Milbank as CounselWINN-DIXIE: Court OKs Modified Reclamation Claims Procedures* SIPC & Canadian Counterpart Coordinate in Investor Protection* BOOK REVIEW: Black Monday - The Stock Market Catastrophe *********ABACUS COMMS: Files Plan of Reorganization & Disclosure Statement-----------------------------------------------------------------Abacus Communications LC delivered its Plan of Reorganization andaccompanying Disclosure Statement explaining the Plan to the U.S.Bankruptcy Court for the Eastern District of Virginia. Terms of the PlanThe Plan provides that Abacus will: * liquidate all of its assets, * market all of its non-cash assets for sale, and * use its commercially reasonable efforts to collect its accounts receivable and claims against third parties.The money generated from all these activities will be used to paycreditors 30 days after the later of: -- the date the Debtor receives the net proceeds of the sale of its business and assets in Manchester, New Hampshire; or -- the effective date of the plan.After the payment of the First Distributions, the Debtor willdeposit the remaining Liquidation Proceeds, other than $75,000which will be used solely to pay administrative expenses relatingto the wind up of the Debtor's affairs, with the Escrow Agent --Marcus, Santoro & Kozak, P.C.Of the first $3.2 million of Liquidation Proceeds, or a lesseramount as may be available: -- 20% will be used to pay holders of unsecured claims and expenses incurred by the Official Committee of Unsecured Creditors; and -- 80% will be paid to holders of secured claims.Allowed unsecured claims total $7.1 million, while allowed securedclaims reach $5.6 million.The Liquidation Proceeds remaining after the First Distributions,if any, will be paid and distributed by the Escrow Agent on theSecond Distribution Date as follows: -- of the next dollars in excess of $3.2 million of Liquidation Proceeds, if any, an amount up to $100,156 be paid on the Senior Lenders' Claim; and -- of the remaining balance of Liquidation Proceeds, if any, 10% will be included in the Unsecured Creditors' Share and 90% will be paid on the Senior Lenders' Claim.The Creditors' Share will be first applied to pay the OtherCommittee Expenses and the balance, if any, will be paid to theholders of Allowed Unsecured Claims on a pro rata basis.Abacus contends that the terms of the Plan are consistent with theCourt's Nov. 24, 2004, order approving the settlement of thedeclaratory judgment action commenced by the Senior Lenders onMarch 1, 2004, with respect to the Senior Notes. The Settlementwas inked between the Senior Lenders and the Official Committee ofUnsecured Creditors. Earlier PlanThe Debtor previously submitted a plan of liquidation thatproposed the sale of essentially all of its assets to an entityaffiliated with the Senior Lenders. The Debtor sought toestablish certain bidding procedures to ensure the sale to theaffiliated entity resulted in the highest and best price for theDebtor's assets. The Debtor withdrew the earlier plan.Abacus Communications LC, headquartered in Virginia Beach,Virginia is an outsourcing service bureau. The Company filed forchapter 11 protection on August 1, 2003 (Bankr. E.D. Va. Case No.03-75562). Frank J. Santoro, Esq., and Karen M. Crowley, Esq., atMarcus, Santoro & Kozak, P.C., represent the Debtor in itsrestructuring efforts. When the Company filed for protection fromits creditors, it listed $12,750,352 in total assets and$13,049,014 in total debts.ACE AVIATION: Fidelity Buys & Sells Class B Stock-------------------------------------------------Fidelity Management & Research Company and Fidelity ManagementTrust Company of 82 Devonshire Street, Boston, Massachusetts, USA,discloses that certain fund and institutional accounts for whichFidelity serves as investment adviser purchased 479,000 shares(or 4.16%) on March 2, 2005, 96,000 shares on March 18, 2005 and57,000 shares on March 21, 2005 of ACE Aviation Holdings Inc.'sClass B stock and sold 100,000 of those shares on March 14, 2005.Fidelity has control but not ownership of these shares. As aresult of the purchases and sales, Fidelity holds 2,180,700 shares(or 18.99%) of ACE Aviation Holdings Inc.'s Class B stock.Fidelity's purchases and sales of ACE Aviation Holdings Inc.'sClass B stock were executed on the Toronto Stock Exchange.Fidelity fund and institutional account purchases have been madefor investment purposes only, and not with the purpose ofinfluencing the control or direction of ACE Aviation Holdings Inc.The Fidelity funds and institutional accounts may, subject tomarket conditions, make additional investments in or dispositionsof securities of ACE Aviation Holdings Inc., including additionalpurchases or sales of shares of Class B stock. Fidelity does not,however, intend to acquire 20% of any class of the outstandingvoting or equity securities of ACE Aviation Holdings Inc.ACE Aviation is the parent holding company of Air Canada andcertain other subsidiaries including Aeroplan LP, Jazz Air LP andACTS LP. Montreal-based Air Canada provides scheduled and charterair transportation for passengers and cargo to more than 150destinations on five continents. Canada's flag carrier is the14th largest commercial airline in the world and serves 29 millioncustomers annually with a fleet consisting of 293 aircraft. AirCanada is a founding member of Star Alliance providing the world'smost comprehensive air transportation network. * * *As reported in the Troubled Company Reporter on Oct. 5, 2004,Standard & Poor's Ratings Services assigned its 'B' long-termcorporate credit rating to Montreal, Quebec-based ACE AviationHoldings Inc. and its wholly owned subsidiary, Air Canada. S&Psays the outlook is stable. (Air Canada Bankruptcy News, IssueNo. 62; Bankruptcy Creditors' Service, Inc., 215/945-7000)ADDISON CDO: Fitch Affirms Low-B Ratings on Two Debts-----------------------------------------------------Fitch Ratings affirms 11 classes of notes issued by Addison CDOLtd. These rating actions are effective immediately: -- $259,000,000 class I senior notes 'AAA'; -- $65,000,000 class II senior notes 'AA'; -- $15,000,000 class III mezzanine notes 'A'; -- $16,500,000 class IVa mezzanine notes 'BBB+'; -- $22,500,000 class IVb mezzanine notes 'BBB+'; -- $1,150,000 class Va mezzanine notes 'BBB'; -- $5,500,000 class Vb mezzanine notes 'BBB'; -- $2,548,858 class VIa participation notes 'BBB-'; -- $10,000,000 class VIb participation notes 'BB'; -- $5,000,000 class A combination securities 'BBB+'; -- $20,000,000 class C combination securities 'B'.Addison, which closed Oct. 19, 2000, is a collateralized debtobligation -- CDO -- managed by Pacific Investment ManagementCompany L.L.C. -- PIMCO, whose leveraged loan group is currentlyrated 'CAM 1' by Fitch. Addison is composed primarily of highyield loans (90%) with a small allocation of high yield bonds(10%). Included in this review, Fitch discussed the current stateof the portfolio with the asset manager and their portfoliomanagement strategy going forward. In addition, Fitch conductedcash flow modeling utilizing various default timing and interestrate scenarios.Since the last rating action on Sept. 18, 2003, the collateral hascontinued to perform within expectations. As of the most recenttrustee report available dated Feb. 18, 2005, the senior, classIII/IV, and class V/VI overcollateralization -- OC -- ratios haveincreased from 122.3%, 104.9%, and 101.5% to 123.3%, 105.7%, and102.3%, versus triggers of 115%, 102% and 100%. Addison'sdefaulted assets represented approximately 0.87% of the $402.4million of total collateral and eligible investments. Assetsrated 'CCC+' or lower represented approximately 0.99%, excludingdefaults, and the weighted average rating has remained stable at'B+'. However, due to spread compression in the high yield loanmarket, the weighted average spread has lowered from 2.85% to2.43% versus a trigger of 2.5% and the senior and class III/IVinterest coverage -- IC -- tests have declined from 286.4% and194.2%, to 193.6% and 144.8%, respectively, versus triggers of120% and 110%.The class VIa participation notes have paid down by approximately$1.04 million since the last rating action and are currently at31.9% of the original class balance. The class VIa participationnotes receive participation payments of excess spread, which areused to amortize the notes. In addition, the transaction holds$37.1 million in principal proceeds, which can be used to reinvestin collateral debt securities prior to the end of the reinvestmentperiod occurring on Nov. 8, 2005. At the end of the reinvestmentperiod, principal proceeds will be used to sequentially redeem thenotes. As a result of this analysis, Fitch has determined thatthe current ratings assigned to the classes I, II, III, IVa, IVb,Va, Vb, VIa, VIb, and class A combination and class C combinationnotes still reflect the current risk to noteholders and require noratings adjustment.The rating of the classes I and II notes addresses the likelihoodthat investors will receive full and timely payments of interest,as per the governing documents, as well as the stated balance ofprincipal by the legal final maturity date. The ratings of theclasses III, IVa, IVb, Va, and Vb notes address the likelihoodthat investors will receive ultimate and compensating interestpayments, as per the governing documents, as well as the statedbalance of principal by the legal final maturity date. Theratings of the classes VIa, VIb, class A combination, and class Ccombination notes address the likelihood that investors willreceive the ultimate stated balance of principal by the legalfinal maturity date, as well as an internal rate of return on theoriginal investment of 5%, 4%, 4%, and 8.26%, respectively.Fitch will continue to monitor and review this transaction forfuture rating adjustments. Additional deal information andhistorical data are available on the Fitch Ratings web site athttp://www.fitchratings.com/ADELPHIA COMMS: Court Approves Proposed Cost Allocations--------------------------------------------------------TCI California Communications, L.P., and TCI Adelphia Holdings,LLC -- the Comcast JV Partners -- assert that costs and expenseshave been allocated to the Joint Ventures by the other AdelphiaCommunications Corporation debtor-affiliates improperly and inviolation of the governing documents of the Joint Ventures, theManagement Agreements between the Joint Ventures and AdelphiaCablevision, Inc., the Consent Agreement among the Comcast JVPartners, Adelphia Communications Corp. and others approved by theCourt on July 31, 2002, and the Cash Management Protocol.The Joint Ventures are: Controlling Interest -------------------- Joint Venture ACOM Tele-Media ------------- ---- ---------- Tele-Media Company of Tri-States, LP 82% 18% TMC Holdings Corp. 75% 25% Tele-Media Investment, LP 75% 25%The Comcast JV Partners object to the Debtors' request toincrease the borrowing limit of the Century-TCI Borrower Group onthe ground (among others) that but for those improper costallocations, the increase would not be necessary or warranted.As reported in the Troubled Company Reporter on Mar. 9, 2005, theACOM Debtors seek the U.S. Bankruptcy Court for the SouthernDistrict of New York's authority to modify the Borrowing Limits ofthe Century-TCI and Parnassos Borrower Groups pursuant to theDebtors' Extended DIP Facility. Specifically, the Debtors ask theCourt to authorize: (a) an increase in the Borrowing Limit of the Century-TCI Borrower Group to $315 million from its present level of $235 million; and (b) a decrease in the Borrowing Limit of the Parnassos Borrower Group to $15 million from its present level of $40 million. ACOM Debtors' ReplyThe ACOM Debtors dispute the Comcast JV Partners' assertions andcontend that their cost allocations have been proper and that therequested increase in the borrowing limit of the Century-TCIBorrower Group is warranted and necessary. March 22 HearingAt a hearing before the Court on March 22, 2005, the Comcast JVPartners indicated that they are prepared to withdraw theirObjection to the ACOM Debtors' request if as an interimsettlement: (a) certain costs allocated to the Joint Ventures for High Speed Data Overhead and Reorganization Expenses for the period from the Petition Date through December 31, 2004, totaling $33,683,000 in the aggregate are provisionally reallocated to other Debtors; and (b) beginning January 1, 2005, and continuing until the time the Comcast JV Partners consent to a different allocation or the Court orders otherwise, costs incurred by the Debtors for High Speed Data Overhead and Reorganization Expenses are provisionally allocated to the Joint Ventures and to other Debtors in a manner consistent with the proposed allocation methodology,in each case without prejudice to the parties' positions as towhether the Joint Ventures or other Debtors should ultimatelybear the Specified Allocated Costs and/or other costs that havebeen or may be allocated to the Joint Ventures, and subject tothe provisions of a Court order concerning the resolution of theparties' disputes as to cost allocations.A full-text copy of the Proposed Allocation Methodology isavailable for free at: http://bankrupt.com/misc/acom_reallocationsummary.pdfThe Debtors informed the Court that they are prepared to consentto the Comcast JV Partners' demands. Accordingly, the partiesentered into an agreement resolving their dispute. They filedtheir Proposed Order with the Court on April 5, 2005. Some Lenders Express ConcernThe Pre-Petition Agents, including Bank of America, N.A.,Wachovia Bank National Association, and Bank of Montreal, notethat the Proposed Order refers to a stipulation between theDebtors and the Comcast JV Partners containing certainreservations of rights by those parties. That portion, the Pre-Petition Agents say, is unclear as to the intended effect of theProposed Order on existing stipulations and orders regardingallocation of costs among the Debtors and the Pre-PetitionAgents. Thus, the Pre-Petition Agents ask the Court tomodify the Proposed Order to address their concern.JPMorgan Chase Bank, in its capacity as Administrative Agent forthe Lenders under the Second Amended And Restated CreditAgreement, dated as of December 19, 1997, among FrontierVisionOperating Partners, L.P., as the Borrower; the AdministrativeAgent; J.P. Morgan Securities, Inc., as the Syndication Agent;and CIBC Inc., as the Documentation Agent, support and join inthe Pre-Petition Agents' request. * * *In its April 11, 2005, ruling, the Court notes that theprovisional allocation and reallocation of costs among the JointVentures and the other Debtors proposed by the Debtors and theComcast JV Partners would not constitute a violation of the CashManagement Protocol, so long as the cash amounts so allocated orreallocated are "trued up" in accordance with the provisions ofthe Cast Management Protocol.Accordingly, Judge Gerber directs the ACOM Debtors toprovisionally reallocate $33,683,000 of the Specified AllocatedCosts for High Speed Data Overhead and Reorganization Expensesfor the period from the Petition Date through December 31, 2004,from the Joint Ventures to other Debtors. The cash amount ofthat provisional reallocation will be "trued-up" in accordancewith the provisions of the Cash Management Protocol.Costs incurred by the Debtors for High Speed Data Overhead andReorganization Expenses for the period from January 1, 2005,until the Comcast JV Partners consent to a different allocationor the Court orders otherwise will be allocated or reallocated ona provisional basis to the Joint Ventures and to other Debtors ina manner consistent with the proposed allocation methodology,Judge Gerber rules. The cash amounts of those provisionalallocations will also be "trued-up" in accordance with theprovisions of the Cash Management Protocol.The Court orders the ACOM Debtors to use commercially reasonableefforts to compile and to provide to the Comcast JV Partners theinformation requested by the Comcast JV Partners concerning theSpecified Allocated Costs by May 15, 2005, and other costsallocated to the Joint Ventures. In the event theDebtors and the Comcast JV Partners are unable thereafter toresolve their disputes concerning the allocation of those costsby agreement, the Debtors may by motion initiate a contestedmatter to bring those disputes to the Court for resolution.Judge Gerber emphasizes that the provisional cost allocations andreallocations directed by the Court Order will be withoutprejudice to the positions of the Debtors, the Comcast JVPartners and any other party-in-interest concerning who shouldultimately bear those costs and any other costs that have been ormay be allocated to the Joint Ventures by the Debtors, including(without limitation) the positions of the Debtors, the Comcast JVPartners and any other party-in-interest as to who should bearthe burden of proof and as to what standard should govern anydispute concerning cost allocations.Judge Gerber makes it clear that the Order will not affect thestipulation between the Debtors and the Comcast JV Partnersreserving the parties' rights with respect to any disputeconcerning the allocation of costs by the Debtors to the JointVentures.To address the Pre-Petition Agents' concern, the Court ruled thatthe Order also will not affect the February 5, 2004 Stipulationand Order Regarding Debtors' Allocation of Certain Reorganizationand Non-Recurring Fees and Expenses, which reserves the Pre-Petition Agents' rights with respect to any dispute concerningthe allocation of costs by the Debtors and all those rights arereserved.The Court directs the Debtors to consult with other parties-in-interest who have a right to participate in the formulation ofthe Debtors' allocation methodology under the provisions of theCash Management Protocol before entering any agreement to resolveany disputes between the Debtors and the Comcast JV Partnersconcerning cost allocations.By August 5, 2005, the Debtors will file a motion, and schedule ahearing, that seeks Court approval of: (a) the provisional reallocation required by the Court Order on a permanent basis, (b) a final settlement of the reallocation dispute, or (c) an allocation methodology notwithstanding the Comcast JV Partners' lack of consent thereto, as the case may be.Headquartered in Coudersport, Pennsylvania, AdelphiaCommunications Corporation (OTC: ADELQ) is the fifth-largest cabletelevision company in the country. Adelphia serves customers in30 states and Puerto Rico, and offers analog and digital videoservices, high-speed Internet access and other advanced servicesover its broadband networks. The Company and its more than200 affiliates filed for Chapter 11 protection in the SouthernDistrict of New York on June 25, 2002. Those cases are jointlyadministered under case number 02-41729. Willkie Farr & Gallagherrepresents the ACOM Debtors. (Adelphia Bankruptcy News, IssueNo. 86; Bankruptcy Creditors' Service, Inc., 215/945-7000)TroubledCompany Reporter , Mar 09, 2005 ( Source: TCR)ADVANCED ACCESSORY: Various Concerns Prompt S&P to Watch Ratings----------------------------------------------------------------Standard & Poor's Ratings Services placed its 'B' corporate creditand 'CCC+' senior unsecured debt ratings on Advanced AccessorySystems LLC (AAS) on CreditWatch with negative implications."The CreditWatch placement reflects our concerns about the effecton AAS' business of difficult industry conditions in the NorthAmerican automotive market, including reduced light-vehicleproduction, continuing price concessions, and high raw materialprices," said Standard & Poor's credit analyst Nancy Messer.Sterling Heights, Mich.-based AAS had total balance sheet debt of$257 million at Dec. 31, 2004, including $56 million of seniordiscount notes issued in 2004 by the parent company, AdvancedAccessory Holdings Corp. The senior discount notes arestructurally subordinated to all of the existing and future debtand obligations of Holdings' subsidiaries. Holdings' onlyprincipal asset is its investment in AAS, which does not guaranteethe notes.Recent product mix changes in the industry could affect AAS, sincethe company's sales are closely linked to sales of sport utilityvehicles, which are often accessorized with racks and towinghitches.Standard & Poor's plans to meet with management to discuss AAS'business and financial prospects, including the near-term outlookin the company's key end markets, before resolving the CreditWatchlisting.AGILENT TECHNOLOGIES: Good Performance Prompts S&P to Lift Ratings------------------------------------------------------------------Standard & Poor's Ratings Services raised its corporate credit andsenior unsecured debt ratings on Palo Alto, California-basedAgilent Technologies Inc. to 'BB+' from 'BB'. The ratings upgradeis in response to the relatively recent but sustained improvementsin the company's profitability and cash flow generation, incombination with a liquid balance sheet and moderate financialpolicies. The outlook is now stable."The ratings on Agilent reflect significant exposure to volatileand cyclical end markets, including wireless handsets andsemiconductor equipment, a relatively short track record operatingat current levels of profitability and cash flow generation, andcontinued subpar profitability in certain operating segments thatprevent the company from reaching its stated operating targets,"said Standard & Poor's credit analyst Joshua Davis."Offsetting factors include improved profitability and cash-flowgeneration following a two-year downturn between 2001 and 2003that resulted in substantial restructuring of the company'soperations and reductions in cost structure. Additionaloffsetting factors include some diversity in the company'sbusiness profile, entrenched positions in test and measurement andother segments, and relatively strong balance sheet liquidity," hecontinued.Agilent serves the communications, electronics, life science, andchemical analysis markets with test, measurement, and otherinstruments, and also makes semiconductor products.Agilent's aggregate operating performance over the past sixquarters has improved markedly from the previous two years becauseof a recovery in market conditions, combined with threesignificant cost-restructuring programs taken between 2001 and2003. Improved market conditions in consumer products, wirelesshandset, and other markets helped Agilent generate year-over-yearrevenue growth of 19% in fiscal 2004, after several years of flator declining performance.AIR NAIL: Engages Clear Thinking Group as Liquidation Trustee-------------------------------------------------------------Clear Thinking Group LLC, a retailing, consumer products andindustrial manufacturing consultancy headquartered in New Jersey,and Joseph E. Myers, a partner and managing director, have beenappointed liquidation trustee for Air Nail Co. Inc. Theappointment became effective with the confirmation of thecompany's Chapter 11 Plan of Reorganization by the U.S. BankruptcyCourt, Western District of Pennsylvania at Pittsburgh.Under terms of the engagement agreement, staff from ClearThinking's Creditors Rights Practice will assist the debtor inmeeting obligations set forth in its Plan of Reorganization andDisclosure. As liquidation trustee, the firm will also administerthe disbursement of funds contained in a liquidated assets trustfrom which Air Nail will pay its administrative and generalunsecured claims. About Clear Thinking GroupClear Thinking Group LLC -- http://www.clearthinkinggrp.com/-- provides a wide range of strategic consulting services to retailcompanies, consumer product manufacturers/distributors andindustrial companies. The national advisory organizationspecializes in assisting small- to mid-sized companies duringtimes of growth, opportunity, strategic change, acquisition, andcrisis.Headquartered in Butler, Pennsylvania, Air Nail Co. Inc.manufactures heavy-duty staples and industrial-grade wire staplingmaterials. The Company filed for Chapter 11 protection onJuly 28, 2003 (03-29029) in conjunction with the chapter 11 filingof one of its sister companies, International Staple Machines.The Court confirmed the Debtor's Joint Plan of Reorganization onFeb. 25, 2005. Jean R. Robertson, Esq., at McDonald HopkinsCompany, and John M. Steiner, Esq., and Kimberly A. Coleman, Esq.,at Leech Tishman Fuscaldo & Lampl LLC, represent the Debtor in itsbankruptcy proceeding.ALLIANCE ONE: S&P Puts Low-B Ratings on Bank Loans--------------------------------------------------Standard & Poor's Ratings Services assigned its 'BB-' bank loanrating to Danville, Virginia-based Alliance One International Inc.and Alliance One International AG's proposed $450 million seniorsecured bank credit facility due 2008. Alliance One results fromthe planned merger of the No. 2 and No. 3 independent leaf tobaccodealers, DIMON Inc. and Standard Commercial Corp., respectively.The facility consists of a $300 million revolving credit facilitydue 2008 and a $150 million term loan A due 2008. The 'BB-'rating is the same as the corporate credit rating on Alliance One.Standard & Poor's also assigned its 'B+' senior unsecured debtrating to Alliance One's proposed $400 million of fixed ratesenior notes due 2013 and floating rate senior notes due 2012.The senior note issues are one notch below the corporate creditrating because Alliance One is both a holding company and directlyowns certain U.S. operating assets of the merged companies.Standard & Poor's assigned its 'B' subordinated rating to AllianceOne's proposed $250 million senior subordinated notes due 2015. Inaddition, Standard & Poor's assigned its 'BB-' corporate creditrating to Alliance One. The outlook is negative."The ratings on DIMON and Standard Commercial and related entitieswill remain on CreditWatch until the closing of the Alliance Onetransaction and will then be removed from CreditWatch where theywere placed on May 25, 2004 and Nov. 9, 2004 respectively, andwithdrawn," said Standard & Poor's credit analyst Jayne Ross.The outlook is negative. The ratings could be lowered if AllianceOne fails to achieve the proposed synergies and cost savingsduring the near term. In addition, if operating performanceweakens or there are any further revisions to earnings guidance,the ratings could also be lowered.ALPHARMA INC: Moody's Affirms $220M Sr. Unsec. Notes' B3 Rating---------------------------------------------------------------Moody's Investors Service affirmed the ratings of Alpharma Inc.(B2 senior implied) following the recent disclosure of severalmaterial weaknesses in its internal financial controls. Therating outlook is stable, which incorporates Moody's assumptionthat the company will initiate refinancing plans during the secondquarter of 2005.Alpharma recently disclosed three material weaknesses in itsinternal financial controls related to: (1) customer discount reserves and certain accrual accounts at the U.S. generics business; (2) income tax accounts; and (3) the determination of proper segment disclosure that led to a recent restatement to disaggregate previously segmented results.Although these issues combined with the recent change in externalauditors are concerning, Moody's believes that the company remainsappropriately positioned at B2 senior implied, reflectingprospects for continued deleveraging. Alpharma faces variousoperating challenges in its core businesses, but has continued togenerate free cash flow and to significantly deleverage itsbalance sheet.Alpharma reduced debt balances from $817 million to $702 millionduring 2004, primarily from free cash flow. The company furtherreduced debt balances to under $590 million as of March 31, 2005primarily using cash repatriated from its offshore operations.Moody's anticipates free cash flow of approximately$60 to $80 million during 2005, which assumes a challengingoperating environment and no benefit from working capitalmanagement.The ratings continue to remain supported by: * Alpharma's $1.3 billion revenue base; * the diversity provided by its five segments (U.S. generics, international generics, branded products, active pharmaceutical ingredients, and animal health); and * a pipeline of 14 pending Abbreviated New Drug Applications.The company appears to be making significant progress at resolvingFDA issues, now that its solid dose plant in Elizabeth, NJ hasbeen deemed eligible for new product approvals. The plant isstill subject to FDA re-inspection in 2005, as is its Baltimoreliquid dose plant, which remains ineligible for new productapprovals.Alpharma recently received amendments to its credit facility,which have improved the financial flexibility related to financialcovenants. The company has estimated it has $53 million of EBITDAflexibility (compared to LTM EBITDA of $222 million) under itstightest covenant.Offsetting these strengths, Alpharma remains somewhat weaklypositioned in an intensely competitive specialty and genericpharmaceutical market. Its U.S. generics businesses face volumeand price declines in the single-digit range, which Moody'sbelieves will continue. Its branded business continues to containone product -- pain medication Kadian -- which has low marketshare, and may require continued salesforce expansion to supportthe brand.In addition, Alpharma faces refinancing risk associated with$154 million of convertible notes, (unrated by Moody's) which mustbe reduced to under $10 million by December 1, 2005 according tothe terms of Alpharma's senior secured credit agreement.The stable outlook reflects Moody's assumption that managementwill promptly address this situation, and complete a refinancingplan by the due date of its quarterly report on Form 10-Q for thesecond quarter of 2005. If this does not occur, the ratings arelikely to be downgraded.Other factors that could cause downward rating pressure include anadverse outcome in the Pfizer patent litigation related togabapentin, which is difficult to quantify but could be a largeexposure if Pfizer prevails and if damages are based on a theoryof profits allegedly lost by Pfizer. Moody's believes thatAlpharma's ratings are likely to remain constrained by thedifficult operating conditions in the generic drug industry, andsees limited potential for upward rating pressure over the nearterm.The company has announced that it has approximately $300 millionof remaining unrepatriated offshore profits. However, existingoff-shore cash balances are minimal, raising the question of off-shore debt issuance to fund any repatriation. Although theoutlook on the senior implied rating remains stable, Moody's mayneed to revisit its notching under this scenario, which couldpotentially result in a lower rating on the senior secured bankcredit facility.Ratings affirmed:Alpharma Inc: * B3 8 5/8% guaranteed senior unsecured notes of $220 million due 2011 * B2 senior implied * Caa1 senior unsecured issuer ratingAlpharma Operating Corporation: * B1 guaranteed senior secured revolving credit facility of $150 million maturing 2007 * B1 guaranteed senior secured term loan A maturing 2007 * B1 guaranteed senior secured term loan B maturing 2008Alpharma Inc. is controlled by A.L. Industrier A.S.A., a Norwegianentity that is controlled by Alpharma's chairman, E.W. Sissener.A.L. Industrier holds 100% of the class B shares of Alpharma, orabout 54% of the total outstanding shares.Alpharma Operating Corporation, a wholly owned direct subsidiaryof Alpharma Inc., headquartered in Fort Lee, New Jersey, is aglobal pharmaceutical company, which primarily develops,manufactures and markets generic and branded human pharmaceuticaland animal health products.Revenues in 2004 totaled approximately $1.3 billion.AMERICAN BUSINESS: Chapter 11 Liquidation Might Cause DIP Default-----------------------------------------------------------------In a regulatory filing with the Securities and ExchangeCommission, David Coles, the chief restructuring officer ofAmerican Business Financial Services Inc., discloses that theDebtors' intent to discontinue all of their business operationsand dispose of their assets through a chapter 11 plan ofliquidation, will likely result in an event of default undertheir Debtor-In-Possession Loan and Security Agreement withGreenwich Capital Financial Products, Inc., as agent.The DIP Agreement provides that an event of default occurs if theborrowers cease any material business operations and that failureremains unremedied for three days after the earlier of the date asenior officer of any borrower becomes aware of that failure andthe date Greenwich gives a written notice of that default to theborrower. Mr. Coles relates that the Debtors have not receivedany notice, or waiver, of that default.Under the terms of the DIP Agreement, at the occurrence of one ormore events of default, subject to the expiration of theapplicable cure period, Greenwich may immediately declare theprincipal amount of the advances then outstanding to beimmediately due and payable, together with all interest and otheramounts payable, and reasonable fees and out-of-pocket expensesaccruing.Mr. Coles further explains that the balance then outstandingbecomes immediately due and payable, without further order of, orapplication to, the U.S. Bankruptcy Court for the District ofDelaware, without presentment, demand, protest or otherformalities of any kind, and Greenwich may exercise any and all ofits other applicable rights and remedies, including, but notlimited to, the transfer of servicing of the collateral or theliquidation of the collateral on a servicing released basis.However, Greenwich may not consummate foreclosure on thecollateral or otherwise seize control of the borrowers' assetsabsent.As of April 6, 2005, the amount outstanding under the DIPAgreement was approximately $94.6 million.Headquartered in Philadelphia, Pennsylvania, American BusinessFinancial Services, Inc., together with its subsidiaries, is afinancial services organization operating mainly in the easternand central portions of the United States and California. TheCompany originates, sells and services home mortgage loans throughits principal direct and indirect subsidiaries. The Company,along with four of its subsidiaries, filed for chapter 11protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203).Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents theDebtors in their restructuring efforts. When the Company filedfor protection from its creditors, it listed $1,083,396,000 intotal assets and $1,071,537,000 in total debts. (AmericanBusiness Bankruptcy News, Issue No. 11; Bankruptcy Creditors'Service, Inc., 215/945-7000)AMERICAN BUSINESS: U.S. Trustee Seeks Appointment of Examiner-------------------------------------------------------------Kelly Beaudin Stapleton, the United States Trustee for Region 3,asks the U.S Bankruptcy Court for the District of Delaware toapprove the appointment of William R. Robertson as examiner inAmerican Business Financial Services, Inc., and its debtor-affiliates' chapter 11 cases, pursuant to Rule 2007 of the FederalRules of Bankruptcy Procedure.The U.S. Trustee consulted with and requested information fromparties-in-interest regarding Mr. Robertson's appointment. TheU.S. Trustee ascertains that no connection between the proposedexaminer and the parties-in-interest exists.Mr. Robertson also affirms that he has no connections with theDebtors, their creditors, any other parties-in-interest, the U.S.Trustee, and persons employed in the Trustee's office.Headquartered in Philadelphia, Pennsylvania, American BusinessFinancial Services, Inc., together with its subsidiaries, is afinancial services organization operating mainly in the easternand central portions of the United States and California. TheCompany originates, sells and services home mortgage loans throughits principal direct and indirect subsidiaries. The Company,along with four of its subsidiaries, filed for chapter 11protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203).Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents theDebtors in their restructuring efforts. When the Company filedfor protection from its creditors, it listed $1,083,396,000 intotal assets and $1,071,537,000 in total debts. (AmericanBusiness Bankruptcy News, Issue No. 11; Bankruptcy Creditors'Service, Inc., 215/945-7000)AMERIGAS: Fitch Rates $400 Million Senior Notes at BB+------------------------------------------------------AmeriGas Partners, L.P.'s -- APU -- $400 million senior notes due2015, issued jointly and severally with its special purposefinancing subsidiary Amerigas Finance Corp., are rated 'BB+' byFitch Ratings. The Rating Outlook is Stable. An indirectsubsidiary of UGI Corp. is the general partner and 44% limitedpartner for APU, which, in turn, is a master limited partnership-- MLP -- for AmeriGas Propane, L.P. -- AGP, an operating limitedpartnership. Proceeds from the new senior notes will be utilizedto repurchase outstanding 8.875% APU senior notes pursuant to anongoing tender offer.APU's rating reflects the underlying strength of subsidiary AGP'sretail propane distribution network, broad geographic reach,improved credit metrics, and proven ability to manage productcosts under various operating conditions. Additionally, thecompany's PPX propane cylinder exchange business provides moderatepositive cash flow during the summer months when AGP's traditionalpropane distribution business is relatively slow. APU's ratingalso reflects the structural subordination of its debt obligationsto approximately $433 million of first mortgage notes at AGP.APU's financial performance will continue to be affected byweather conditions during the winter heating season, and thecompany must continue to manage volatile supply costs. Fitchbelieves that the combination of warm winter weather (6% warmerthan normal) during the recent heating season and elevatedcommodity prices had a moderately negative impact on APU's creditmetrics. Though reported financials are not yet available for theMarch 2005 quarter, during the 12-month period endedDec. 31, 2004, consolidated EBITDA to interest and debt to EBITDAequaled 3.1 times and 3.6x, respectively. APU's recent financialperformance has generally exceeded expectations for companyperformance under the stress case conditions of a warm weather andhigh commodity price heating season environment.The persistence of high propane prices and volatility (largely dueto the rise in crude oil prices) may lead to further customerconservation, increased bad debt expense, and test APU's abilityto sustain gross profit margins. However, Fitch notes that APUhas managed to effectively pass through propane supply costs tocustomers and maintain relatively consistent gross margins duringperiods of volatile weather conditions and commodity prices overthe past several years.ARMSTRONG WORLD: Files Annual Report on Retirement Savings Plan---------------------------------------------------------------On March 29, 2005, Armstrong World Industries, Inc., delivered tothe Securities and Exchange Commission its annual report withrespect to its Retirement Savings and Stock Ownership Plan for thefiscal year ended September 30, 2004. The annual report was filedon Form 11-K and was made pursuant to Section 15(d) of theSecurities Exchange Act of 1934.The Retirement Savings and Stock Ownership Plan is a definedcontribution plan established for the purpose of providingparticipants a means for long-term savings intended for theaccumulation of retirement income. The Plan is comprised of twoparts: Retirement Savings Plan and Employee Stock Ownership Plan.Each part has its own set of participant accounts and investmentfunds.On December 6, 2000, concurrent with the Company's Chapter 11petition, AWI sought and obtained the Court's authority to allowit to continue making contributions to the Program. Themanagement does not anticipate that AWI's bankruptcy filing willhave an adverse impact on the operations of the Program.On October 17, 2002, AWI's Retirement Committee unanimously passeda resolution to merge the Armstrong Wood Products SalariedEmployees' Profit Sharing Plan and portions of the Hartco FlooringCo. Retirement Savings Plan and the Robbins Hardwood Flooring,Inc. Employees' Retirement Savings Plan into the Program.Effective December 20, 2002, the plan assets of $26.9 million weretransferred into the Program.Matthew J. Angello, Chairman of the Retirement Committee,discloses that under the Retirement Savings, separate balances aremaintained for contributions made by or on behalf of aparticipant. The balances in each fund reflect the participants'contributions together with dividends, interest, other income, andrealized and unrealized gains and losses allocated.Participants have an immediate 100% vested interest with respectto their contributions and are fully vested with regard to any AWIcontributions in the retirement savings match account attributableto matching contributions made before December 1, 2000.Participants have a 100% vested interest in AWI amountscontributed to their retirement savings match account made on orafter December 1, 2000, upon completion of five years of service.On June 25, 2002, the Program was amended such that allparticipants actively employed on or after October 1, 2002, willbecome 100% vested in AWI amounts contributed to their retirementsavings match account upon completion of three years of service.Participants who were former participants in the Armstrong WoodProducts Salaried Employees' Profit Sharing Plan, the HartcoFlooring Co. Retirement Savings Plan and the Robbins HardwoodFlooring, Inc. Employees' Retirement Savings Plan and were hiredprior to and actively employed on January 1, 2003 are fully vestedwith regard to any AWI contributions. Participants who wereformer participants in the Armstrong Wood Products SalariedEmployees' Profit Sharing Plan, the Hartco Flooring Co. RetirementSavings Plan and the Robbins Hardwood Flooring, Inc. Employees'Retirement Savings Plan but were not actively employed on January1, 2003, will become vested based on the requirements of thosepredecessor plans, with a maximum vesting period of five years.In addition, the stock ownership provides that the ESOP portion ofthe Plan has three accounts maintained for each member forcontributions and allocations of shares of Armstrong Holdings,Inc. common stock from the Unallocated Armstrong Holdings, Inc.Common Stock Fund. Mr. Angello determines that effectiveDecember 1, 2000, all regular contributions and allocations tothese accounts ceased.Participants who elected to reduce their pretax compensation inamounts ranging from 1% to 6% had those contributions credited toan Exchange Account. Contributions to the Exchange Account wereinvested in Armstrong Holdings, Inc. common stock.The Plan matched a portion of the contributions made to theExchange Account with additional shares of Armstrong Holdingscommon stock. The matching amounts were recorded in theparticipants' Match Accounts. The match percentage, either 50% or75%, was determined by the closing stock price on the last day ofthe allocation period.Mr. Angello further explains that the eligible participants alsoreceived shares of Armstrong Holdings, Inc. common stock in theirEquity Account. The Equity Account was intended to provide asource of funds to replace certain retiree medical benefits, whichwere phased out in conjunction with the adoption of the ESOP.All participants have a 100% vested interest in the full value oftheir Exchange Account. Interest in the Equity and Match Accountsvests after five years of service. The amended Program providesthat all participants actively employed on or after October 1,2002, will become 100% vested in their Equity and Match Accountsat the completion of three years of service.Mr. Angello adds that the amounts forfeited by participants arefirst used to pay administrative expenses and then to reducefuture AWI contributions.KPMG, LLP, audited the Program's financial statements.A full-text copy of the 2003 Annual Report is available for freeat: http://www.sec.gov/Archives/edgar/data/7431/000119312505063330/d11k.htm Armstrong World Industries, Inc. Retirement Savings and Stock Ownership Plan Statement of Net Assets Available for Benefits At September 30, 2004 2003 ------------ -----------ASSETSInvestments in Master Trust: Cash equivalents $12,160,581 $12,453,249 Shares of registered investment companies 189,476,059 170,479,522 Interest in common/collective trusts 130,619,743 134,356,409 Armstrong Holdings, Inc. common stock 1,209,211 1,442,043 Participant loans 4,403,056 4,115,721 ------------ -----------Total investments in master trust 337,868,650 322,846,944Investments in employee stock ownership funds: Cash equivalents 111,733 112,280 Allocated AHI common stock 3,187,117 3,665,459 Unallocated AHI common stock 2,752,632 2,867,325 ----------- -----------Total investments in employee stock ownership funds 6,051,482 6,645,064Restorative payment receivable - 1,500,000Interest and other receivables 141 4,299 ----------- -----------Total assets 343,920,273 330,996,307 ----------- -----------LIABILITIESGuaranteed ESOP notes 142,158,150 142,158,150Interest and tax penalty 15,458,029 15,458,029Accrued interest 105,137,207 74,457,059 ----------- -----------Total liabilities 262,753,386 232,073,238 ----------- -----------Net assets available for benefits $81,166,887 $98,923,069 =========== =========== Armstrong World Industries, Inc. Retirement Savings and Stock Ownership Plan Statement of Changes in Net Assets Available for Benefits Year Ended September 30, 2004 2003 ----------- -----------Addition to net assets attributed to: Employee contributions $18,737,849 $18,201,070 Employer contributions 5,131,022 5,485,615 ----------- ----------- 23,868,871 23,686,685Dividends 8,272,157 6,457,768Interest on fixed income investments and cash equivalents - 1,637,176Interest on loans 200,008 209,971Net appreciation in fair value of investments 16,274,791 29,827,015Restorative payments pursuant to settlement agreements 1,023,170 1,500,000Net transfers from other employee benefit plans - 27,237,472 ----------- ----------- 25,770,126 66,869,402 ----------- -----------Total additions 49,638,997 90,556,087 ----------- -----------Reduction in net assets attributed to: Benefits paid to participants 36,502,029 26,142,786 Deemed distributions of participant loans 9,046 74,691 Fees 102,083 21,588 Interest expense 30,680,148 27,096,830 Net transfers to other employee benefit plans 101,873 - ----------- -----------Total reductions 67,395,179 53,335,895 ----------- -----------Net increase (decrease) (17,756,182) 37,220,192Net assets available for benefits: Beginning of year 98,923,069 61,702,877 ----------- ----------- End of year $81,166,887 $98,923,069 =========== ===========Headquartered in Lancaster, Pennsylvania, Armstrong WorldIndustries, Inc. -- http://www.armstrong.com/-- the major operating subsidiary of Armstrong Holdings, Inc., designs,manufactures and sells interior finishings, most notably floorcoverings and ceiling systems, around the world. The Company andits debtor-affiliates filed for chapter 11 protection onDecember 6, 2000 (Bankr. Del. Case No. 00-04469). StephenKarotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.Silberglied, Esq., at Richards, Layton & Finger, P.A., representthe Debtors in their restructuring efforts. When the Debtorsfiled for protection from their creditors, they listed$4,032,200,000 in total assets and $3,296,900,000 in liabilities.(Armstrong Bankruptcy News, Issue No. 74; Bankruptcy Creditors'Service, Inc., 215/945-7000)ARTESIA MORTGAGE: Fitch Affirms Low-B Ratings on Classes F & G--------------------------------------------------------------Fitch Ratings upgrades Artesia Mortgage CMBS, Inc.'s commercialmortgage pass-through certificates, series 1998-C1: -- $9.8 million class D certificates to 'AA-' from 'A+'; -- $3.3 million class E certificates to 'A' from 'BBB+'.These classes are affirmed by Fitch: -- $61 million class A-2 'AAA'; -- Interest-only class X 'AAA'; -- $9.3 million class B 'AAA'; -- $11.2 million class C 'AAA'; -- $8.4 million class F 'BB+'; -- $5.6 million class G 'B'.Fitch does not rate the $5.1 million class NR. Class A-1 has beenpaid in full.The rating upgrades reflect increased subordination levels due toloan amortization and prepayments. As of the March 2005distribution date, the pool's aggregate certificate balance wasreduced 39.1% to $113.8 million from $187 million at issuance. Todate, the trust has realized $3.3 million in losses.The pool is comprised of 159 small balance loans with an averageloan size of $715,839. As a small loan transaction, the pool isdiversified by loan size with the largest loan and the largestfive loans representing 1.74% and 7.56% respectively. The poolalso remains diverse by property type, with California (24.3%),Texas (15%) and Arizona (9.7%).There are three loans, representing 2.6% of the pool, in specialservicing. The largest specially serviced loan (1.13%) is securedby an office property located in Minneapolis, Minnesota and is 60days delinquent. The loan transferred to the special servicer inMarch 2005 due to imminent default as a result of a tenant whichoccupied 70% NRA vacating their space.The second largest specially serviced loan (0.8%) is secured by amultifamily property located in Brawley, California and is 90 daysdelinquent. The loan is currently performing under a forbearanceagreement which expires in July 2005.ATX COMMS: Court Confirms Chapter 11 Reorganization Plan--------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of New Yorkconfirmed ATX Communications, Inc.'s Plan of Reorganization UnderChapter 11 of the U.S. Bankruptcy Code. This step in theChapter 11 process follows overwhelming support for the Plan bycreditors, evidenced by the fact that more than 95% of the dollaramount of claims voted in favor of the Plan. ATX expects that thePlan will become effective and ATX will emerge from Chapter 11 bythe end of this month, following all regulatory approvals.As previously announced, key elements of the Plan include: -- discharging of all of the Company's pre-petition senior secured and other debt obligations; -- global settlements of all aspects of ATX's outstanding litigation with incumbent local phone companies operated by SBC and Verizon; and -- ATX becoming a majority owned subsidiary of Leucadia National Corp. (NYSE & PCX: LUK), a diversified holding company."ATX and its many constituencies can celebrate this monumentalevent," said ATX's current President and Chief Executive OfficerThomas Gravina, who will continue as Chairman of the Boardfollowing the Plan's effective date. "The Court's approval of ourPlan, along with the significant support shown by all constituentsinvolved, serve as clear validation of our Chapter 11reorganization. We are extremely pleased that, upon consummationof the Plan, ATX will emerge with a clean balance sheet, healthyand profitable operations, and a highly experienced and successfulfinancial sponsor. Most importantly, we salute the resolve anddedication of our employees and the loyalty of our customers, whotogether have proven our ability to deliver on our promise ofactively helping businesses and consumers communicate with peakreliability, efficiency, and security. The basic values andpriorities this Company established 20 years ago continue to drivethe organization forward, and we look forward to the many newopportunities available to the Company following completion of ourreorganization." About LeucadiaLeucadia National Corporation is a holding company engaged in avariety of businesses, including telecommunications (principallythrough WilTel Communications Group, Inc.), healthcare services(through Symphony Health Services, LLC), manufacturing (throughits Plastics Division), real estate activities, winery operations,development of a copper mine (through its 72.5% interest in MKResources Company) and property and casualty reinsurance.Headquartered in Bala Cynwyd, Pennsylvania, ATX Communications,Inc. -- http://www.atx.com/-- is a local exchange and interexchange carrier providing integrated voice and dataservices, and operates a nationwide asynchronous transfer modenetwork. ATX, CoreComm New York, Inc., and their affiliates filedfor chapter 11 protection on January 15, 2004 (Bankr. S.D.N.Y.Case Nos. 04-10214 through 04-10245). Paul V. Shalhoub, Esq., andMarc Abrams, Esq., at Willkie, Farr, & Gallagher LLP, representthe Debtors in their restructuring efforts. When the Debtorsfiled for protection from their creditors, they listed$664 million in total assets and $596.7 million in total debts.AVONDALE MILLS: Weak Performance Prompts S&P to Junk Ratings------------------------------------------------------------Standard & Poor's Ratings Services lowered its corporate creditrating on textile manufacturer and marketer Avondale Mills Inc. to'CCC+' from 'B-'. At the same time, the subordinated debt ratingon the company was lowered to 'CCC-' from 'CCC'. The outlook isnegative.Monroe, Georgia-based Avondale Mills had about $145.3 million oftotal debt outstanding at Feb. 25, 2005."The downgrade reflects the company's continued weak operatingresults and its significant decline in credit protection measuresfrom historical levels," said Standard & Poor's credit analystSusan H. Ding. "We also continue to be concerned aboutchallenging industry conditions and Avondale Mills' ability tocontinue adjusting its operating model in response to the currentenvironment. The company's weak operating results reflect theoverall soft demand for textile and apparel products as well asthe continued shift in demand to lower priced goods manufacturedoverseas."Furthermore, international apparel quotas were removed as ofJan. 1, 2005, and increased competitive pressure from overseascould worsen already weak industry fundamentals.For the 12 months ended Feb. 25, 2005, Avondale Mills' operatingmargin continued to erode, falling to 6.7% from 7.2% the previousyear, and the company continued to report operating losses.Although the company saw an incremental pickup in volumes duringthe quarter ended Feb. 25, 2005, Standard & Poor's remainsconcerned about the adverse operating environment.BRIDGEPORT HOLDINGS: Trustee Has Until June 3 to Remove Notices---------------------------------------------------------------Keith F. Cooper, the Liquidating Trustee for Bridgeport HoldingsInc. and its debtor-affiliates, sought and obtained an order fromthe U.S. Bankruptcy Court for the District of Delaware extending,through and including June 3, 2005, the time within which he canfile notices of removal of Pre-Petition Actions pursuant to Rule9006 and Rule 9027 of the Federal Rules of Bankruptcy Proceduresand 28 U.S.C. Section 1452.The Court confirmed the Official Committee of Unsecured Creditors'First Amended Plan of Distribution on Sept. 21, 2004, and thatPlan took effect on Oct. 14, 2004.Mr. Cooper explains that since his appointment as LiquidatingTrustee for the Debtors in October 2004, he has been dealing withthe details of administration of the Liquidating Trust, includinganalyzing and preparing adversary proceedings, analyzing claims,and preparing, filing and prosecuting claims objections.Mr. Cooper relates that those activities have not given him enoughtime to determine whether to remove any Pre-Petition Actions. Theextension will give Mr. Cooper more time to make informeddecisions on the advisability of removing any or all of the Pre-Petition Actions.Headquartered in Norwalk, Connecticut, Bridgeport Holdings, Inc.and its debtor-affiliates filed for chapter 11 protection onSeptember 10, 2003 (Bankr. Del. Case No. 03-12825). BrendanLinehan Shannon, Esq., and Matthew Barry Lunn, Esq., at Young,Conaway, Stargatt & Taylor, represent the Debtors in theirrestructuring efforts. When the Debtors filed for protection fromtheir creditors, they listed estimated assets and debts of morethan $100 million.BRIDGEPORT HOLDINGS: Trustee Wants More Time to Object to Claims----------------------------------------------------------------Keith F. Cooper, the Liquidating Trustee for Bridgeport HoldingsInc. and its debtor-affiliates, asks U.S. Bankruptcy Court for theDistrict of Delaware for an extension, through and includingJuly 11, 2005, to file objections to Priority Tax Claims, OtherPriority Claims, Secured Claims, General Unsecured Claims, SecuredCreditor Deficiency Claims, and Investor Credit Support Claims.Those Claims are collectively referred as the Covered Claims underthe Debtors' confirmed Plan.The Court confirmed the Official Committee of Unsecured Creditors'First Amended Plan of Distribution on Sept. 21, 2004. The Plantook effect on Oct. 14, 2004.Mr. Cooper says that the Debtors' employees and their financialadvisors, FTI Consulting, Inc., need more time to finish resolvingtheir claims reconciliation process, including filing additionalobjections to claims not addressed by previous objections.Mr. Cooper relates that the Debtors' employees and FTI Consultinghave already reviewed 813 proofs of claim out of approximately 953claims filed, and they expect to review the remaining 140 proofsof claim within the requested extension period.Mr. Cooper assures the Court that his request will not prejudicethe claimants that have filed Covered Claims against the Debtors'estates.Objections to the extension request, if any, must be filed andserved by April 26, 2005. The Court will convene a hearing onMay 3, 2005, to consider the merits of Mr. Cooper's request.Headquartered in Norwalk, Connecticut, Bridgeport Holdings, Inc.and its debtor-affiliates filed for chapter 11 protection onSeptember 10, 2003 (Bankr. Del. Case No. 03-12825). BrendanLinehan Shannon, Esq., and Matthew Barry Lunn, Esq., at Young,Conaway, Stargatt & Taylor, represent the Debtors in theirrestructuring efforts. When the Debtors filed for protection fromtheir creditors, they listed estimated assets and debts of morethan $100 million.BUDGET GROUP: Deadline to Object to Administrative Claims Nears---------------------------------------------------------------The U.S. Bankruptcy Court District of Delaware gave BTB AssociatesLLC, the Plan Administrator for the BRAC Group, Inc., f/k/a BudgetGroup, Inc., and its debtor-affiliates until April 18, 2005, tofile objections to Administrative Claims filed against theDebtors' estates.The Court confirmed the Debtors' Chapter 11 Plan on April 20,2004, and the Plan took effect on May 3, 2004.BLB Associates explains that despite its efforts to resolve allobjectionable Administrative Claims on a consensual basis withoutthe need to file formal objections with the Court, consensualresolution of those Claims have proven to be very difficult. Mostof the claimants are located outside of the U.S. and are notfamiliar with the claims resolution process utilized in chapter 11cases.BLB Associates relates that the extension will give them anopportunity to make an efficient and accurate review of all theAdministrative Claims filed against the Debtors' estate andcomplete the evaluation and filing of all claims objections on orbefore the extension deadline.Headquartered in Daytona Beach, Florida, Budget Group, Inc.,operates under the Budget Rent a Car and Ryder names -- is theworld's third largest car and truck rental company. The Companyfiled for chapter 11 protection on July 29, 2002 (Bankr. Del. CaseNo. 02-12152). Lawrence J. Nyhan, Esq., and James F. Conlan, Esq.,at Sidley Austin Brown & Wood and Robert S. Brady, Esq., andEdward J. Kosmowski, Esq., at Young, Conaway, Stargatt & Taylor,LLP, represent the Debtors in their restructuring efforts. Whenthe Debtors filed for protection from their creditors, they listed$4,047,207,133 in assets and $4,333,611,997 in liabilities.On April 20, 2004, the Court confirmed the Debtors' JointLiquidation Plan, as modified, in accordance with Sections 1129(a)and (b) of the Bankruptcy Code.CALPINE CORP: Harbert Fund Expresses Concern Over Saltend Sale--------------------------------------------------------------Harbert Distressed Investment Master Fund, Ltd., delivered aletter to the Boards of Directors of Calpine Corporation (NYSE:CPN) and certain of its subsidiaries on April 13, 2005. The Fundsent the letter because it believes that Calpine has taken actionsthat impair the rights of the holders of the 8-7/8% bonds dueOctober 2011 and the 8-3/4 % bonds due October 2008 of CalpineCanada Energy Finance II ULC, including the Fund. Harbert Distressed Investment Master Fund, Ltd. c/o 555 Madison Avenue, 16th Floor New York, New York 10022 April 13, 2005 VIA FACSIMILE Directors of: Calpine Canada Energy Finance II ULC Calpine Canada Resources Ltd. Calpine European Funding (Jersey) Limited Calpine Corporation RE: Harbert Distressed Investment Master Fund, Ltd.: Bonds Issued by Calpine Canada Energy Finance II ULC The Fund is writing to you as the holder of bonds issued by Calpine Canada Energy Finance II ULC. The Fund holds a significant amount of both the 8-7/8% bonds due October 2011 and the 8-3/4% bonds due October 2008. The Fund is concerned that your recent announcements concerning the sale of the Saltend Power Generating Facility and the issuance of $260,000,000 in redeemable preferred shares by Calpine European Funding (Jersey) Limited are evidence of an effort to strip the value of the Saltend Facility out of Calpine Jersey and, indirectly, its parent, Calpine Canada Resources Ltd., to the prejudice of Finance II's bondholders. If the value of the Saltend Facility is stripped away, Resources will be unable to meet its obligations to Finance II under the Term Debenture issued August 23, 2001, in the amount of euro 275,000,000 and Finance II will be unable to meet its obligations under the Bonds. The Saltend Facility is the commercial enterprise which supports Resources obligations to Finance II under the Term Debenture which, in turn, supports Finance II's ability to repay the Bonds. The Fund is of the view that these actions are in breach of the legal obligations, public announcements and the expectations created by Finance II, Resources and Calpine Corporation. The Term Debenture, made public by Calpine in November, 2004, provides that Resources would conduct its business "so as to preserve and protect its business and assets". The sale or financing of the Saltend Facility in circumstances where Resources does not receive adequate consideration is a breach of the obligations under the Term Debenture. The Bonds were issued pursuant to a prospectus included in a registration statement filed with the United States Security and Exchange Commission registration number 333-67446. The Prospectus provided in part as follows: "page 19 ... The right of Calpine's debt security holders to receive any assets of any of Calpine's subsidiaries or other affiliates upon Calpine's liquidation or reorganization will be subordinated to the claims of any subsidiaries' or other affiliates' creditors (including trade creditors and holders of debt issued by Calpine's subsidiaries or affiliates, including Energy Finance and Energy Finance II)." Accordingly, it was intended and represented by Calpine that the creditors of Finance II, including holders of the Bonds, would: (a) have recourse to the assets of Finance II (including the Term Debenture) in priority to the creditors of Calpine and (b) have a claim on any assets of any of Calpine's subsidiaries or other affiliates which claim is senior to Calpine's creditors. The Fund strongly suspects that Calpine initiated the sale of the Saltend Facility and preferred issuance by Calpine Jersey in an ongoing effort to address significant shortfalls in Calpine's liquidity. We strongly suspect that the proceeds are intended to be used to repurchase or refinance Calpine debt, and that these transactions are part of an ongoing de facto liquidation and reorganization of Calpine in contravention of these representations. We have serious and growing concerns over Calpine's solvency. The Fund believes that Calpine should not be permitted to liquidate or reorganize to the detriment of Finance II in contravention of these representations simply because it is in advance of a formal bankruptcy filing or out- of-court restructuring announcement. It appears to us that the actions constitute an 'end run' around the obligations in the Term Debenture and the Prospectus and are an attempt to prefer the creditors of Calpine and certain affiliates over the bondholders. The value of the Saltend Facility must remain available to Resources and Finance II, at least to the extent of the principal and interest amounts outstanding under the two series of Finance II debt which include the Bonds. This letter is notice that the Fund requires your public written confirmation that the cash proceeds of any sale or financing of the Saltend Facility continues to be and will be held in cash at Resources until the maturity of the Bonds in order to support: (a) the obligations of Resources to Finance II under the Term Debenture; and (b) the obligations of Finance II to its bondholders, including the Fund which are, at a minimum, sufficient to fund the principal and interest obligations under the Bonds. In the event that the proceeds of the sale or any refinancing of the Saltend Facility have already been transferred to Calpine or any of its affiliates, we will require your public written confirmation that the proceeds will immediately be repaid to Resources and held in cash pending the maturity and repayment in full of the Bonds. The Fund is advised by its counsel that the transactions which Calpine has or is about to conclude to upstream the proceeds of the sale or financing of the Saltend Facility are oppressive, unfairly prejudicial to and unfairly disregard the rights of the bondholders of Finance II, including the Fund, contrary to the provisions of the Nova Scotia Companies Act. The oppression remedy under the Act is designed to protect corporate stakeholders from conduct that is oppressive, unfairly prejudicial to or unfairly disregards the rights of the stakeholders. Under the Act, a court is empowered to make any order it sees fit to rectify the oppressive conduct including orders restraining oppressive conduct and setting aside or varying corporate contracts or transactions. Conduct which may be legal in the narrow sense can be found to be oppressive and remedy awarded. In addition, under Canadian law the directors of Finance II and Resources owe a duty of care to the creditors of Finance II and Resources. Any transactions which strip the assets out of Finance II and Resources and render them unable to meet their obligations to their creditors, including the bondholders, are in breach of the directors' obligations to the creditors and could result in personal liability for the directors. If you do not publicly announce your written confirmation as requested herein by April 26, 2005, we have instructed our counsel, ThorntonGroutFinnigan LLP, of Toronto, Canada to commence proceedings to enforce our rights. Sincerely, Harbert Distressed Investment Master Fund, Ltd. By: HMC Distressed Investment Offshore Manager, L.L.C., as its investment manager /s/ Philip Falcone Philip Falcone Vice President Cc: John Finnigan, ThorntonGroutFinnigan LLP About HarbertHarbert Distressed Investment Master Fund, Ltd., is focused onhigh-yield (special situation) and distressed securities on boththe long and short sides, including debt and equity investments inturnarounds, restructurings, liquidations, event driven situationsand inter-capital structure arbitrage.Calpine Corporation -- http://www.calpine.com/--is a North American power company dedicated to providing electric power tocustomers from clean, efficient, natural gas-fired and geothermalpower plants. The company generates power at plants it owns orleases in 21 states in the United States, three provinces inCanada and in the United Kingdom. The company, founded in 1984,is listed on the S&P 500 and was named FORTUNE's 2004 Most AdmiredEnergy Company. Calpine is publicly traded on the New York StockExchange under the symbol CPN. * * *As reported in the Troubled Company Reporter on Oct. 13, 2004,Standard & Poor's Ratings Services assigned its 'CCC+' rating toCalpine Corp.'s (B/Negative/--) $736 million unsecured convertiblenotes due 2014. The rating on the notes is the same as Calpine'sexisting unsecured debt and two notches lower than the corporatecredit rating. S&P said the outlook is negative.CHESAPEAKE ENERGY: S&P Rates Proposed $600M Sr. Unsec. Notes BB-----------------------------------------------------------------Standard & Poor's Ratings Services affirmed its 'BB-' corporatecredit rating on Chesapeake Energy Corp.At the same time, Standard & Poor's assigned its 'BB-' rating toChesapeake's proposed $600 million senior unsecured notes due 2015and its 'B-' rating to Chesapeake's proposed $400 millionpreferred stock offering.The outlook is positive. Oklahoma City, Okla.-based Chesapeakewill have about $3.7 billion worth of debt on a pro forma basisafter this transaction.The actions follow Chesapeake's announcement that it has enteredinto four separate agreements to purchase 289 billion cubic feetequivalent (bcfe) of proved reserves, or 566 bcfe includingprobable and possible reserves, for $686.4 million.Standard & Poor's expects that excess proceeds will be used torepay existing borrowings under Chesapeake's credit facility."Chesapeake's current slate of acquisitions continue the company'spolicy of aggressively expanding in its core areas in South Texas,East Texas, and the Permian Basin," said Standard & Poor's creditanalyst Paul Harvey.However, on a proved reserve basis, the acquisitions are morecostly than historic levels at nearly $2.40 per thousand cubicfeet equivalent.Standard & Poor's is also concerned about Chesapeake's willingnessto repay debt through excess cash flow and materially improve itsfinancial metrics."Although there is no immediate impact on Chesapeake's outlook orrating, further debt-financed acquisitions of this magnitude couldresult in the outlook returning to stable," said Mr. Harvey.COLUMBUS ROAD: Case Summary & 20 Largest Unsecured Creditors------------------------------------------------------------Debtor: Columbus Road Enterprises, Ltd. aka Tomasino's Meats & Foods aka Tomasino's Sausage, Inc. 3819 Columbus Rd., Northeast Canton, Ohio 44705Bankruptcy Case No.: 05-61431Type of Business: The Debtor operates a restaurant and sells meat products.Chapter 11 Petition Date: March 22, 2005Court: Northern District of Ohio (Canton)Judge: Judge Russ KendigDebtor's Counsel: Anthony J. DeGirolamo, Esq. Courtyard Centre, Suite 625 116 Cleveland Ave., Northwest Canton, Ohio 44702 Tel: (330) 588-9700 Fax: (330) 588-9713Estimated Assets: $50,000 to $1 MillionEstimated Debts: $1 Million to $10 MillionDebtor's 20 Largest Unsecured Creditors:Entity Nature of Claim Claim Amount------ --------------- ------------Sky Bank Bank loan $1,141,089Attn: James C. Stevens Value of collateral:30100 Chagrin Boulevard $639,660Pepper Pike, OH 44124 Unsecured value: $501,429Ronald Posity Money Loaned $474,0001580 Steiner N.W. Unsecured value:N. Canton, OH 44720 $474,000Willliam Posity Money Loaned $474,0001580 Steiner N.W. Unsecured value:N. Canton, OH 44720 $474,000Whitacre Refrigeration, Inc. Trade debt $30,049PO Box 303Minerva, OH 44657Dot Foods Trade debt $12,064PO Box 192Mount Sterling, IL 62353Sugardale Freshmark Trade debt $6,513PO Box 571Massillon, OH 44648Sherwood Food Distributors Trade debt $4,42216625 Granite RoadMaple Heights, OH 44137-4301Burke Corporation Trade debt $4,232PO Box 2091516 South "D" AvenueNevada, IA 50201-0209Wolverine Packing Co Trade debt $4,162PO Box 79001Detroit, MI 48279-1570JH Routh Packing Company Trade debt $2,989PO Box 2253Sandusky, OH 44871-2253Lake Erie Frozen Foods Co Trade debt $2,6041830 Orange RoadAshland, OH 44805Ohio Packing Company Trade debt $2,5753245 East 5th AvenueColumbus, OH 43219Skidmore Sales & Trade debt $1,567Distributing9889 Cincinnati Dayton RoadWest Chester, OH 45069Holly Sales Of Northern Ohio Trade debt $1,4694720 Warner RoadGarfield Heights, OH 44125Thompson Equipment & Supply, Trade debt $996Inc.3249 E Kemper RoadCincinnati, OH 45241Schlabach Distributing Trade debt $771PO Box 197Berlin, OH 44610John Morrell & Co Trade debt $76412743 Collections Center DriveChicago, IL 60693-0000Dewied International Inc. Trade debt $7385010 East IH 10San Antonio, TX 78219-3352Pittsburgh Spice & Seasoning Trade debt $599102 33rd StreetPittsburgh, PA 15201Roach-Reid Office Trade debt $196Systems Corporation2737 Gilchrist RoadAkron, OH 44305COMM: Fitch Affirms Junk Ratings on Classes M & N Mortgage Certs.-----------------------------------------------------------------Fitch Ratings affirms COMM's commercial mortgage pass-throughcertificates, series 2000-C1: -- $70.5 million class A-1 'AAA'; -- $542.9 million class A-2 'AAA'; -- Interest-only class X 'AAA'; -- $38.2 million class B 'AA'; -- $39.3 million class C 'A'; -- $13.5 million class D 'A-'; -- $25.8 million class E 'BBB'; -- $11.2 million class F 'BBB-'; -- $26.9 million class G 'BB'; -- $6.7 million class H 'BB-'; -- $6.7 million class J 'B+'; -- $10.1 million class K 'B'; -- $7.9 million class L 'B-'; -- $6.7 million class M 'CCC'; -- $4.5 million class N remains 'CC'.Fitch does not rate the $2.9 million class O certificates.The affirmations are the result of the stable loan performance.The pool's collateral balance has paid down 9.4% since issuance,to $813.9 million as of the March 2004 distribution date from$897.9 million at issuance. Although Fitch has concerns withseveral loans in the deal, previous rating actions have addressedthose concerns.Currently, there are six loans (3.5%) in special servicing. Thelargest loan (1.1%) in special servicing is Eastgate Station, aretail property located in Cincinnati, Ohio. The loan transferredto special servicing in November 2004 after the property's largesttenant, Rhodes, filed for bankruptcy and subsequently rejectedtheir lease. Despite the absence of the largest tenant, the loanhas remained current while the borrower attempts to re-lease thevacant space.The second largest asset in special servicing is 6350 Court StreetRoad (0.55%), located in Dewitt, New York. The loan transferredto special servicing in January 2003 as a result of the property'ssingle tenant, Intermedia Communications (whose parent company wasMCI Worldcom), vacating the premises. The property remains 100%vacant. The property is currently real estate owned. The specialservicer, Allied Capital, is evaluating disposition options.The Crowne Plaza is secured by a 46-story, 770-room hotel locatedin the Times Square submarket of Manhattan, New York. Theproperty has shown signs of improvement since year-end 2003. Atissuance Fitch considered this loan investment grade. Sinceissuance, performance has declined and although there has beensome improvement, the loan remains below investment grade.Revenue per Available Room and the Average Daily Rate as of thetrailing 12 months ending September 2004 have declined 10.0% and21.3%, respectively, since issuance. RevPar and ADR have bothimproved since year-end 2003, increasing 13.5% and 2.4%,respectively.The Crystal Park loan is secured by an 11-story office buildinglocated in Arlington, Virginia. The Fitch adjusted net cash flowas of the trailing 12 months ended September 2004 improved 12.5%since issuance. The corresponding debt service coverage ratio asof the trailing 12 months ending September 2004 was 2.26 timescompared to 1.93x at issuance. Fitch maintains an investment-grade credit rating on this loan.CONGOLEUM CORP.: Taps FTI Consulting as Trial Support Provider--------------------------------------------------------------Congoleum Corporation and its debtor-affiliates ask the U.S.Bankruptcy Court for the District of New Jersey to employ FTIConsulting, Inc., as their trial support service provider, nuncpro tunc to April 8, 2005.FTI is expected to: a) process documents and designations for courtroom presentation; b) provide in-court technology; c) work with attorneys during trial on court presentations; d) provide graphic design and animation production; e) meet and communicate with client; f) provide consulting, concept development and work with designers; and g) coordinate and manage team including consultants, graphic artists, technicians and outside vendors to manage budget.FTI's professionals' hourly rates are: Designation Rate ----------- ---- Graphic Consultant $225 - $325 Designers $175 - $225 Technology Consultants $225 - $275 Project Management $150 - $175 Video Digitizing Fixed Fee of $160 per 2 hour tapeSue E. Chapli, at FTI, assures the Court of her Firm's"disinterestedness" as that term is defined in Section 101(14) ofthe Bankruptcy Code.Headquartered in Mercerville, New Jersey, Congoleum Corporation --http://www.congoluem.com/-- manufactures and sells resilient sheet and tile floor covering products with a wide variety ofproduct features, designs and colors. The Company filed forchapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.03-51524). Domenic Pacitti, Esq., at Saul Ewing, LLP, representsthe Debtors in their restructuring efforts. When the Companyfiled for protection from its creditors, it listed $187,126,000 intotal assets and $205,940,000 in total debts.At Sept. 30, 2004, Congoleum Corp.'s reported assets ofapproximately $213 million and liabilities of approximately $236million.CONGOLEUM CORP: Wants Exclusive Filing Period Extended to Aug. 1----------------------------------------------------------------Congoleum Corporation and its debtor-affiliates ask the U.S.Bankruptcy Court for the District of New Jersey for an extensionof their time within which they alone can file a chapter 11 plan.The Debtors want until Aug. 1, 2005, to file a plan and untilSept. 1, 2005, to solicit acceptances of that plan.The Debtors seek the extension to further negotiate for theacceptance of their plan filed in November 2004 withoutdisruptions caused by the filing of competing plans.Congoleum assures the Court that the extension will not prejudicethe interests of creditors and parties-in-interest.Headquartered in Mercerville, New Jersey, Congoleum Corporation-- http://www.congoluem.com/-- manufactures and sells resilient sheet and tile floor covering products with a wide variety ofproduct features, designs and colors. The Company filed forchapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.03-51524). Domenic Pacitti, Esq., at Saul Ewing, LLP, representsthe Debtors in their restructuring efforts. When the Companyfiled for protection from its creditors, it listed $187,126,000 intotal assets and $205,940,000 in total debts.At Sept. 30, 2004, Congoleum Corp.'s reported assets ofapproximately $213 million and liabilities of approximately $236million.CREDIT SUISSE: S&P Lifts Rating on Class F Certificates to BB---------------------------------------------------------------Standard & Poor's Ratings Services raised its ratings on classesC, D, E, and F of Credit Suisse First Boston Mortgage SecuritiesCorp.'s commercial mortgage pass-through certificates series 1998-C1. Concurrently, all other outstanding ratings from thistransaction are affirmed.The raised and affirmed ratings reflect the recent defeasance ofthe largest loan in the pool, the Combined Properties loan, andthe favorable disposition of some of the specially servicedassets, such as American Restaurant Group for no loss. The ratingactions also reflect credit enhancement levels that provideadequate support through various stress scenarios.As of March 2005, the trust collateral consisted of 284 commercialmortgages with an outstanding balance of $1.985 billion, down from324 loans totaling $2.483 billion at issuance. The pool has paiddown by 20.1%.The master servicer, ORIX Capital Markets LLC (ORIX), reportedpartial year 2004 or full year 2003 net cash flow debt servicecoverage ratios (DSCRs) for 95.7% of the pool. Fifty-eight credittenant leases (CTLs), totaling $291 million, account for 15.2% ofthe pool. Twenty-six loans totaling $284.9 million, or 14.4% ofthe pool, have been defeased.Based on this information and excluding defeasance and CTLs,Standard & Poor's calculated a pool DSCR of 1.64x, up from 1.51xat issuance.The current weighted average DSCR for the top 10 loans, (25.4% ofthe pool) improved to 1.92x, from 1.54x at issuance. Nine of thetop 10 loans have improved DSCRs from issuance.There are nine loans, with a combined balance of $66.3 million(3.3% of the pool) that are with the special servicer, LennarPartners Inc. (Lennar). Four are secured by lodging properties;three are secured by retail properties, one by a multifamilyproperty, and one by a nursing home. Four of the loans arecurrent, three are 90-plus days delinquent, and two are REO.Significant loans are discussed below: * The largest specially serviced asset, Kmart Store #4956, has a current balance of $18.5 million (0.93% of the pool). It is a CTL loan and the Kmart is located in Virginia Beach, Virginia. The loan is current and performing according to the terms of a lease modification around the time of Kmart's bankruptcy filing. * The Smith Hotel portfolio has a balance of $16.0 million (0.81%) and is secured by three lodging properties totaling 388 rooms, which are all located in Louisiana. The loan is current. It was in special due to a dispute over reserves, which has been resolved. The loan is current and has been returned to the master servicer. * University Heights Apartments has a balance of $8.8 million (0.44%) and is secured by a 362-unit student housing property located in Austin, Texas. The asset is REO. Lennar has completed some capital improvements and is marketing the property for sale, with an expected disposition within a few months. Current occupancy is 94%. The servicer's watchlist includes 77 loans totaling $608 million (30.6%).Three of the top 10 loans totaling $243.6 (12.3%) are on thewatchlist but are not a concern. Combined Properties has justdefeased, the Ritz Carlton in Cancun, Mexico has greatly improvedcash flow (2.02x DSCR as of Sept. 30, 2004), and theReichmann/Intell portfolio improved to 1.64x DSCR and will beremoved from the watchlist next month. Most of the remainingloans on the watchlist appear due to low occupancies, DSC, orupcoming lease expirations, and were stressed accordingly byStandard & Poor's.Standard & Poor's stressed various loans in the mortgage pool,paying closer attention to the specially serviced and watchlistedloans. The expected losses and resultant credit enhancementlevels adequately support the current rating actions. Ratings Raised Credit Suisse First Boston Mortgage Securities Corp. Commercial mortgage pass-thru certs series 1998-C1 Rating ------ Class To From Credit Enhancement ----- -- ---- ------------------ C AAA AA 20.20% D A+ BBB+ 13.32% E A- BBB 11.44% F BB- B+ 4.25% Ratings Affirmed Credit Suisse First Boston Mortgage Securities Corp. Commercial mortgage pass-thru certs series 1998-C1 Class Rating Credit Enhancement ----- ------ ------------------ A-1A AAA 33.96% A-1B AAA 33.96% A-2MF AAA 33.96% B AAA 27.08% G B 3.31% H CCC 0.81% A-X AAA N/ADIRECTV HOLDINGS: Fitch Rates $2.5 Bil. Sr. Credit Facility at BB+------------------------------------------------------------------Fitch Ratings assigns a 'BB+' rating to the new $2.5 billionsenior secured credit facility entered into by DIRECTV HoldingsLLC. Additionally, Fitch affirms the 'BB' rating assigned to thesenior unsecured debt of DIRECTV. The Rating Outlook for each ofthe ratings remains Stable. Fitch's rating action effectsapproximately $3.3 billion of debt as of the end of 2004.Fitch's ratings reflect DIRECTV's strong market position as thesecond largest multichannel video programming distributor in theU.S., the support and liquidity position of DIRECTV Group, Inc. --DTVG -- (Fitch acknowledges that DTVG does not guaranty the debtof DIRECTV). Also incorporated into the ratings is Fitch'sexpectation of elevated competition for subscriber market sharefrom cable multiple system operators, other direct broadcastsatellite -- DBS -- providers, and, over the intermediate term,from the RBOCs as they complete the roll-out of facilities-basedvideo services.Fitch's ratings also reflect DIRECTV's lack of revenue diversityand narrow product offering relative to the cable MSOs and Fitch'sexpectation that cable MSOs, with the introduction of telephonyservice to the product bundle, will be in a position to enhancetheir competitive position. Furthermore, Fitch's ratingsincorporate DIRECTV's high cost to acquire and retain subscribers.Fitch expects these costs (on a per subscriber basis) to increase,as subscribers migrate to more advanced set top boxes and DIRECTVcontrols subscriber churn. Fitch anticipates that DIRECTV's grosssubscriber additions will be somewhat below the 4.2 million grosssubscribers added during 2004. Fitch believes that reducingsubscriber churn and controlling the growth of subscriberacquisition and retention costs will be key to growing EBITDA andexpanding margin.Proceeds from the new credit facility are expected to be used torefinance the existing senior secured credit facility and to repaythe $875 million intercompany note due to DTVG. Additionally,DIRECTV plans to redeem approximately $490 million of its 8.375%senior notes with the proceeds received from an equitycontribution to DIRECTV by DTVG. Pro forma for both of thetransactions, total debt at DIRECTV will be reduced byapproximately $377 million and leverage declines to 5.0x, based onactual 2004 EBITDA of $583.1 million. The transactions alsoincrease the proportion of secured debt relative to the totalcapitalization, weakening the position of the senior unsecurednoteholders. Senior secured leverage increases to 3.4x pro formafrom 1.7x. The total leverage and senior secured leveragecovenants contained in the new credit facility are higher thanthose contained in the existing facility, providing DIRECTV withadditional flexibility to operate. Secured debt is limited to3.0x by the covenant contained in the 8.375% notes.Fitch expects the company's total leverage metric to improveduring 2005 and to finish 2005 with leverage under 3.5x. During2004, DIRECTV reported free cash flow of negative $247 million.Fitch expects that free cash flow generation will improve during2005 but will remain negative.Fitch's Stable Rating Outlook incorporates Fitch's expectation forsubscriber growth to continue during 2005 albeit at a moderatelyslower pace relative to 2004. Fitch expects the company tobalance subscriber growth with subscriber acquisition andretention costs while reducing subscriber churn to driveincreasing EBITDA and operating margins.DMX MUSIC: Employs Paul Hastings as Special Counsel---------------------------------------------------DMX Music, Inc., and its debtor-affiliates sought and obtainedpermission from the U.S. Bankruptcy Court for the District ofDelaware to employ Paul, Hastings, Jofsky & Walker LLP as theirspecial counsel.Paul Hastings is expected to: a. provide legal advice with respect to the CVS Litigation, the Reditune Dispute, and matters incidental or related thereto; b. prepare, on behalf of the Debtors, necessary applications, complaints, answers, declaration, orders, counterclaims, affidavits, reports, and other legal papers relating to the CVS Litigation, the Reditune Dispute, and matters incidental or related thereto; c. correspond and negotiate with the parties involved in the CVS Litigation, the Reditune Dispute, and matters incidental or related thereto; d. appear, to the extent required, in court or before the applicable administrative or governing entity to protect the Debtors' interests relating to the CVS Litigation, the Reditune Dispute, and matters incidental or related thereto; and e. perform all other legal services for the Debtors that may be necessary or appropriate in the CVS Litigation, the Reditune Dispute, and matters incidental or related thereto.The Firm will not represent the Debtors in matters other than theCVS Litigations, the Reditune Dispute, and matters incidental orrelated thereto.For the CVS Litigation, the Firm will be compensated on acontingency: * 50% of the net recovery (after deduction of expenses) up to $1 million by way of settlement and/or judgment; * 45% of the gross recovery between $1 million and $5 million by way of settlement and/or judgment; * 40% of the gross recovery between $5 million and $10 million by way of settlement and/or judgment; and * 35% of the gross recovery over $10 million by way of settlement and/or judgment.For the Reditune Dispute, Paul Hastings will seek compensationbased on its professionals' current hourly rates: Robert San Pe $595 Omar Niamatullah $420 Lisa Siu $360To the best of the Debtors' knowledge, Paul Hastings is a"disinterested person" in the matters upon which it is beingengaged.Headquartered in Los Angeles, California, DMX MUSIC, Inc., --http://www.dmxmusic.com/-- is majority-owned by Liberty Digital, a subsidiary of Liberty Media Corporation, with operations in morethan 100 countries. DMX MUSIC distributes its music and visualservices worldwide to more than 11 million homes, 180,000businesses, and 30 airlines with a worldwide daily listeningaudience of more than 100 million people. The Company and itsdebtor-affiliates filed for chapter 11 protection on Feb. 14, 2005(Bankr. D. Del. Case No. 05-10431). The case is jointlyadministered under Maxide Acquisition, Inc. (Bankr. D. Del. CaseNo. 05-10429). Curtis A. Hehn, Esq., and Laura Davis Jones, Esq.,at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.,represent the Debtors in their restructuring efforts. When theDebtors filed for protection from their creditors, they estimatedmore than $100 million in assets and debts.DMX MUSIC: Wants to Retain Akin Gump as Special Counsel-------------------------------------------------------DMX Music, Inc., and its debtor-affiliates sought permission fromthe U.S. Bankruptcy Court for the District of Delaware to employAkin Gump Strauss Hauer & Feld as their special counsel.Akin Gump has already represented the Debtors in the potentialsale of the Debtors' foreign assets in connection with theproposed sale of the Debtors' domestic assets.As special counsel, Akin Gump is expected to: a. provide legal advice with respect to the Potential Transaction and sale of Debtors' foreign assets; b. retain, guide and consult with local counsel, without further order of the Court, in certain of the relevant jurisdictions where the Debtors' Foreign Affiliates are based; c. prepare on behalf of the Debtors necessary documentation, certification, and other legal papers relating to the Potential Transaction or other issues; and d. perform all other legal services for the Debtors that may be necessary and proper.Akin Gump discloses the Firm's professionals' current hourlyrates: Jeffrey R. Drew GBP375 Peter J.M. Declercq GBP300To the best of the Debtors' knowledge, Akin Gump is a"disinterested person" in the matters upon which it is to engage.Headquartered in Los Angeles, California, DMX MUSIC, Inc., --http://www.dmxmusic.com/-- is majority-owned by Liberty Digital, a subsidiary of Liberty Media Corporation, with operations in morethan 100 countries. DMX MUSIC distributes its music and visualservices worldwide to more than 11 million homes, 180,000businesses, and 30 airlines with a worldwide daily listeningaudience of more than 100 million people. The Company and itsdebtor-affiliates filed for chapter 11 protection on Feb. 14, 2005(Bankr. D. Del. Case No. 05-10431). The case is jointlyadministered under Maxide Acquisition, Inc. (Bankr. D. Del. CaseNo. 05-10429). Curtis A. Hehn, Esq., and Laura Davis Jones, Esq.,at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.,represent the Debtors in their restructuring efforts. When theDebtors filed for protection from their creditors, they estimatedmore than $100 million in assets and debts.EL CONEJO: Court Converts Chapter 11 Case to Chapter 7 Liquidation------------------------------------------------------------------The U.S. Bankruptcy Court for the Northern District of Texasconverted El Conejo Bus Lines, Inc.'s chapter 11 case to a chapter11 liquidation on March 31, 2005, at the Debtor's behest.The Debtor asked the Court to convert its case to a liquidationproceeding after it successfully sold substantially all of itsassets to Autobuses de El Conejo, Inc., for $550,000. The Courtapproved the sale on Jan. 6, 2005.The Debtor no longer has any operations, and has no need to remainin chapter 11.Headquartered in Dallas, Texas, El Conejo Bus Lines, Inc. --http://www.elconejobuslines.com/-- is the first Hispanic bus company based in the Dallas Metroplex area. El Conejo serves theHispanic passenger market with routes from the U.S. border withMexico and points north, including Dallas, the greater Kansas Cityarea and Chicago. The Company filed for chapter 11 protection onDecember 3, 2004 (Bankr. N.D Tex. Case No. 04-82977). Eric A.Liepins, Esq., at Eric A. Liepins, P.C., represents the Company inits restructuring efforts. When the Debtor filed for protectionfrom its creditors, it listed $220,000 in assets and $2,005,468 indebts.EL CONEJO: Section 341(a) Meeting Scheduled for May 6-----------------------------------------------------The U.S. Trustee for Region 6 will convene a meeting of El ConejoBus Lines, Inc.'s creditors at 3:10PM on May 6, 2005, at theOffice of the U.S. Trustee, 1100 Commerce St., Room 524, Dallas,Texas. This is the first meeting of creditors after the U.S.Bankruptcy Court for the Northern District of Texas converted theDebtor's chapter 11 case to a chapter 7 liquidation on March 31,2005, at the Debtor's behest.All creditors are invited, but not required, to attend. ThisMeeting of Creditors offers the one opportunity in a bankruptcyproceeding for creditors to question a responsible office of theDebtor under oath about the company's financial affairs andoperations that would be of interest to the general body ofcreditors.The U.S. Trustee was not able to form a creditors committee in theDebtor's chapter 11 case due to lack of interest from creditors.Headquartered in Dallas, Texas, El Conejo Bus Lines, Inc. --http://www.elconejobuslines.com/-- is the first Hispanic bus company based in the Dallas Metroplex area. El Conejo serves theHispanic passenger market with routes from the U.S. border withMexico and points north, including Dallas, the greater Kansas Cityarea and Chicago. The Company filed for chapter 11 protection onDecember 3, 2004 (Bankr. N.D Tex. Case No. 04-82977). Eric A.Liepins, Esq., at Eric A. Liepins, P.C., represents the Company inits restructuring efforts. When the Debtor filed for protectionfrom its creditors, it listed $220,000 in assets and $2,005,468 indebts.EURAMAX INTL: Merger Plan Prompts Moody's to Review Ba3 Rating--------------------------------------------------------------Moody's Investors Service has placed Euramax International, Inc.'s("Euramax" -- Ba3 senior implied rating) ratings on review,direction uncertain, following the company's announcement that ithas entered into an agreement and plan of merger with GSCP EMAXAcquisition, LLC, an entity organized by Goldman Sachs CapitalPartners and Euramax management. The new ownership will acquireall of the outstanding stock of Euramax, and pursuant to a changeof control provision, will redeem all of its $200 million seniorsubordinated notes due 2011. The transaction is expected to closeduring 2Q2005.The ratings on review include:Euramax International, Inc. * $200 million guaranteed senior subordinated notes due 2011 -- B2 * Senior Implied -- Ba3 * Senior Unsecured Issuer Rating -- B1During the review process, Moody's will focus on the proposedpurchase price and capital structure, and Moody's plans to meetwith Euramax management in the short-term to discuss these issues.Headquartered in Norcross, Georgia, Euramax International Inc. isan international producer of value-added aluminum, steel, vinyland fiberglass products. Euramax operates 42 manufacturing anddistribution facilities in the US and Europe. The companyreported revenues of $965 million in 2004.FEDERAL-MOGUL: Jefferies' Role as Committee Advisor Expanded------------------------------------------------------------Under a restated engagement letter, the Official Committee ofUnsecured Creditors appointed in the chapter 11 cases of Federal-Mogul Corporation and its debtor-affiliates, and Jefferies &Company, Inc., agreed to expand the firm's scope of retention asthe Committee's exclusive financial advisor to include servicesthat relate to the marketing and potential sale of Debtor Federal-Mogul Ignition Company's Zanxx Division. The sale may take anystructure or form of transaction including a direct or indirectacquisition, sale of assets, merger, consolidation, restructuring,transfer of securities or any similar or related transaction.The Debtors and the Committee believe that the sale of the ZanxxDivision should be actively explored and pursued. In the pastseveral years, the Debtors have sold off a majority of theirlighting business. As a result, the Zanxx Division is one of thefew remaining businesses owned by the Debtors in the lightingproducts area. While the Debtors have continued to operate thebusiness, the Zanxx Division no longer fits into the Debtors'core strategic products groups and, thus, does not provide anymeaningful value to the Debtors in its current form. Despite itsoverall low significance to the Debtors' businesses, the ZanxxDivision is nevertheless a unit that has great potential for anorganization focused on growth in the lighting area. Indeed, theZanxx Division is likely to be more lucrative as a sold assetthan a continuing Federal-Mogul enterprise. Given the ZanxxDivision's stand-alone nature and its low degree of integrationwith the Debtors' other businesses, the Zanxx Division can besold with minimal disruption and impact on the remainder of theorganization.Under the Restated Engagement Letter, Jefferies will receive: (a) a $100,000 nonrefundable engagement fee; (b) upon consummation of a Sale, a fee calculated as: (1) for Sale Value less than or equal to $40 million, a $700,000 fee; plus (2) for Sale Value greater than $40 million but less than or equal to $45 million, 2.25% of that portion of the Sale Value that is greater than $40 million; plus (3) for Sale Value greater than $45 million, 3.5% of that portion of the Sale Value that is greater than $45 million, payable at the closing of the Sale; provided, however, that the maximum consideration payable cannot exceed $1,000,000; and (c) Jefferies is entitled to reimbursement of its expenses incurred in connection with a sale.Jefferies will work closely with the Debtors and their financialadvisor, AlixPartners LLC, in connection with the AdditionalServices. Jefferies will take a primary role in the marketingand sale efforts.The Debtors will have the same indemnification and contributionobligations to Jefferies as those under the Amended EngagementLetter, except that these obligations will also extend toliabilities and expenses incurred, related to or arising out ofor in connection with any of the additional services.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 ofsome $6 billion. The Company filed for chapter 11 protection onOctober 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J.Nyhan Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., atSidley Austin Brown & Wood, and Laura Davis Jones Esq., atPachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.,represent the Debtors in their restructuring efforts. When theDebtors filed for protection from their creditors, they listedUS$10.15 billion in assets and $8.86 billion in liabilities. AtDec. 31, 2004, Federal-Mogul's balance sheet showed a $1.925billion stockholders' deficit. (Federal-Mogul BankruptcyNews, Issue No. 75; Bankruptcy Creditors' Service, Inc.,215/945-7000)GENEVA STEEL: Examiner Confirms CEO Got Leaked Document-------------------------------------------------------Joel T. Marker, the chapter 11 examiner appointed by the U.S.Bankruptcy Court for the District of Utah in the chapter 11 caseof Geneva Steel LLC, confirmed that: * Paul Peterson received a leaked document from Jon Cartwright on Feb. 14, 2005, and * Ken Johnson, the Debtor's Chief Executive Officer, faxed the document to Stephen Garcia on Feb. 16, 2005. U.S. Trustee Pushed for Examiner's AppointmentAs reported in the Troubled Company Reporter on March 22, 2005,the Court appointed Mr. Marker as chapter 11 examiner, at theUnited States Trustee for Region 19's behest.The U.S. Trustee wanted the Chapter 11 Examiner to find out whatconfidential and privileged information was leaked from theOfficial Committee of Unsecured Creditors to Mr. Johnson or anyperson working at or for Geneva.The U.S. Trustee believes Mr. Johnson has violated bankruptcy andother laws in connection with the request of Sierra Energy, GenevaSteel LLC's creditor, to allow its $225,516 administrative claim. Sierra Energy Examines CEO & Creditors CommitteeSierra Energy examined Mr. Johnson and Chemical Lime Company, aCreditors Committee member, on April 11. Several other members ofthe Creditors Committee will be examined on the 18th, 21st and22nd of the month. CEO to Step down on May 15As reported in the Troubled Company Reporter on Apr. 4, 2005, Mr.Johnson will step down on May 15 and hand control of the company'saffairs to a to-be-named bankruptcy trustee. As soon as thetrustee is appointed, Geneva's Board of Directors will dissolve.Headquartered in Provo, Utah, Geneva Steel LLC owns and operatesan integrated steel mill. The Company filed for chapter 11protection on January 25, 2002 (Bankr. Utah Case No. 02-21455).Andrew A. Kress, Esq., Keith R. Murphy, Esq., and Stephen E.Garcia, Esq., at Kaye Scholer LLP represent the Debtor in itsrestructuring efforts. When the Company filed for protection fromits creditors, it listed $262 million in total assets and$192 million in total debts.GENEVA STEEL: Inks Settlement Pact with Olsen Properties--------------------------------------------------------Geneva Steel LLC seeks authority from the U.S. Bankruptcy Courtfor the District of Utah, Central Division, to enter into asettlement agreement with Olsen Properties LLC.On March 16, 2004, Geneva and Universal Scrap Metals, Inc.,entered into a Demolition and Salvaged Materials Sale Agreement.The Debtor agreed to sell loose scrap and salvaged material toUniversal for $15.75 million.Universal in turn made a pact to sell salvaged material to Olsen.On July 14, 2004, Geneva declared Universal in default of theUniversal Agreement. As a result, Universal is unable to fulfillits obligation with Olsen.On September 13, 2004, Olsen filed a suit against Geneva,Universal and Arch Insurance Co. [Bankr. D. Utah Case No.04-2804]. Olsen claimed it paid Universal $185,000 for thesalvaged materials. The SettlementGeneva agrees to pay Olsen $92,500 to settle all claims. Genevaalso wants all charges to be dropped.Geneva entered into an agreement with CST Environmental, Inc.,where CST will assume Universal's obligations and purchase thesalvaged materials.Headquartered in Provo, Utah, Geneva Steel LLC owns and operatesan integrated steel mill. The Company filed for chapter 11protection on January 25, 2002 (Bankr. Utah Case No. 02-21455).Andrew A. Kress, Esq., Keith R. Murphy, Esq., and Stephen E.Garcia, Esq., at Kaye Scholer LLP represent the Debtor in itsrestructuring efforts. When the Company filed for protection fromits creditors, it listed $262 million in total assets and$192 million in total debts.GOODYEAR TIRE: Fitch Puts Low-B Ratings on New Sr. Sec. Bank Loans------------------------------------------------------------------Fitch Ratings has assigned indicative ratings to The Goodyear Tire& Rubber Company's -- GT -- new domestic senior secured bankfacilities which the company announced earlier this week had beenclosed: -- $1.5 billion asset-based first-lien revolving credit facility 'B+'; -- $1.2 billion second-lien term loan 'B'; -- $300 million third-lien term loan facility 'B-'.Fitch also affirmed its rating of 'CCC+' for GT's senior unsecureddebt. The new bank facilities replace approximately $2.6 billionof existing domestic bank facilities. The Rating Outlook isStable.In addition, Fitch has initiated an indicative rating of 'B+' onnew senior secured, first-lien European bank facilities for GT'ssubsidiary, Goodyear Dunlop Tires Europe B.V. -- GDTE -- that werecompleted at the same time as GT's domestic facilities. The newGDTE facilities consist of $650 million equivalent of Euro-denominated revolving and term loan facilities and replaced asimilar amount of existing bank facilities under which $400million was outstanding at the end of 2004. The Rating Outlook isStable.All of the new bank facilities mature in 2010 with the exceptionof the $300 million term loan that matures in 2011. Therefinanced debt carries lower interest rates and extends thematurities on Goodyear's bank debt that had been scheduled tomature between 2005 and 2007. At Dec. 31, 2004, Goodyear hadapproximately $5.7 billion of total debt outstanding on aconsolidated basis.Lien priorities have been simplified under the refinanced bankfacilities which previously included various combinations ofsenior and junior liens. The 'B+' rating for GT's domestic first-lien bank facility takes into account an improved recoveryposition, as total commitments secured by the first lien declinedto $1.5 billion compared to $1.98 billion prior to therefinancing. Further supporting likely recoveries is the additionof Goodyear's trademark and its pledge of domestic and foreignsubsidiary stock that augment collateral already pledged under theprevious facilities. The second-lien bank term loan is also well-secured but is rated one notch below the first-lien facility toreflect its junior priority position with respect to thecollateral. Fitch's ratings on third-lien bank debt and unsecureddebt reflect lower recovery prospects. The third-lien bank termloan is secured equally with $650 million of GT's existing securedbonds that mature in 2011.Rating concerns include high leverage, low profitability and cashflow, a high cost structure, and weak internal controls thatprompted the restatement of results for 2003 and the first ninemonths of 2004. In addition, GT's pension plans were underfundedby $3.1 billion at the end of 2004. Required contributions appearlikely to increase materially in 2005 and 2006, further limitingGT's financial flexibility. In the near term, liquidity concernswill be partly offset by Goodyear's new bank facilities, whichgive the company additional time to address its operatingchallenges and weak operating cash flow by stretching asubstantial portion of debt maturities out to 2010. The ratingsalso incorporate Goodyear's well-recognized brand name, itsposition as one of the three largest global tire companies, andprogress in addressing its debt structure and operatingperformance.Goodyear made substantial progress in 2004 regarding new productintroductions, the reduction of excess costs, and rebuilding itsdealer relationships. However, its key North American Tiresegment, while having reversed earlier losses, continues to befaced with low margins and a very competitive environment.Goodyear's cash flow remains insufficient to support capitalexpenditures, increases in pension contributions, and debtmaturities. An important consideration in the ratings goingforward will be the company's ability to rebuild long- termoperating results in its North American operations. Goodyear willalso be challenged to recoup potential double-digit priceincreases in key raw materials in 2005.Over the near term, Goodyear faces sharply escalating requiredpension contributions. The company's underfunded position and theheavy level of pension benefit payments being paid out of pensionassets expose the company to the possibility of even highercontributions in the event of asset underperformance. Currentpension legislation proposals, if enacted, would significantlyboost Goodyear's required contribution levels, placing additionalclaims on the company and further deteriorating the company'sfinancial profile.In 2004, tire unit sales increased by 1.6%, excluding the impactof FIN 46 consolidations in which GT consolidated two existinginvestments in South Pacific Tyres and T&WA. Segment profitdoubled, however, as a result of an improved replacement tiremarket, higher selling prices, benefits from previousrestructuring, strong acceptance of new products, and thefavorable impact from foreign currency translation. The NorthAmerican Tire segment eliminated the losses it had recorded in theprevious two years but margins remained weak at less than 1% ofsales. The segment suffers from a high cost structure due in partto GT's high labor costs, a manufacturing footprint that is moreconcentrated in the U.S. than its competitors, and costs relatedto retiree pensions and other postretirement benefits. As aresult, GT's North American production capacity is likely toremain more costly compared to its chief rivals.GT has been more selective about the market segments in which itinvests, contributing to an improved product mix across much ofthe company. This strategy, however, may also contribute toadditional costs as GT reallocates production capacity, especiallyas the original equipment market is being negatively affected byweakness in the automotive sector. This concern is somewhatoffset by relatively stronger performance in the replacement tiremarket, which tends to be less cyclical and usually provideshigher margins. In order to rationalize its operations and reduceovercapacity, GT incurred net charges of $56 million in 2004 and$292 million in 2003. In 2004, GT realized savings of $9 millionfrom the 2004 program and $184 million from the 2003 program. Thecompany expects to realize additional savings of $110 millionannually from the 2004 program. However, margins continue to bepressured by raw material and transportation costs despite severalprice increases implemented by GT during 2004.In 2004, net cash flow from operating activities increased to $837million, including the effect of increased working capitalrequirements related to higher revenue. The pace of furtherimprovement is uncertain, in Fitch's view, given the stillconsiderable challenges facing GT such as the weak OE market, rawmaterial prices, and operating issues already mentioned. Whilethere may be some upside potential for profitability and cash flowfrom operations, quarterly segment performance indicates thatoperating profit was fairly stable after a meaningful step-up inthe second quarter of 2004. This trend suggests that futureperformance may improve only modestly in the absence of markedlystronger demand or significant improvements in GT's productivity.Cash requirements in 2005 total approximately $1.4 billion, asestimated by Fitch, which exceeds excess cash flow of $837 millionin 2004. As a result, GT may need to rely on additional debt orequity issuance to offset a potential cash flow deficit afterconsidering any operating gains or other sources of cash in 2005such as asset sales. Cash requirements include $640 million forcapital expenditures planned by GT, $240 million of incrementalpension contributions compared to 2004, and $542 million of debtmaturities. Fitch believes other expenditures are likely to berelatively stable, including asbestos settlements and cashpayments for the Entran II settlement. Working capital used $213million of cash in 2004 and could be a use of cash again in 2005depending on revenue growth, raw material costs, and productpricing. Cash flow could be supplemented by the pendingdivestitures of GT's North American Farm tire business for $100million and its rubber plantation in Indonesia for $65 million.Availability under Goodyear's various credit agreements at the endof 2004 totaled approximately $1.1 billion, including $620 millionavailable domestically (U.S. and Canada) and $496 millionavailable overseas. Additional liquidity was provided by cashbalances of $2 billion, split about equally between the U.S. andforeign locations.These ratings are based on existing public information and areprovided as a service to investors.GREAT POINT: Fitch Puts Default Ratings on Classes B & I Notes--------------------------------------------------------------Great Point 1998-1 Ltd. is a collateralized bond obligation -- CBO-- managed by Sankaty Advisors which closed Sept. 25, 1998. Onthe April 15th payment date, the class A-1 and class A-3 noteswill be paid in full. These rating actions are effective upon thetransfer of payment: -- Class A-1 notes marked 'PIF' from 'AAA'; -- Class A-3 notes marked 'PIF' from 'BBB+' Rating Watch Positive.The class B notes received all interest due and $17.53 million ofprincipal proceeds. This equates to a 76.2% principal recoverybased on the original note balance of $23 million. These ratingsactions are effective immediately: -- Class B notes downgraded to 'DD' from 'CCC-'; -- Class I notes downgraded to 'D' from 'C'.The 'DD' rating indicates recoveries in the range of 50%-90% andthe 'D' ratings, represents any recovery less than 50%. Assumingno additional distributions to the class B or class I notes, theratings assigned will be withdrawn after 30 days.Additional deal information and historical data are available onthe Fitch Ratings web site at http://www.fitchratings.com/HANKINS RIVERVIEW: Case Summary & 6 Largest Unsecured Creditors---------------------------------------------------------------Debtor: Hankins Riverview Realty Corporation 194 Ridge Road P.O. Box 260 Hankins, New York 12741Bankruptcy Case No.: 05-35907Type of Business: Real EstateChapter 11 Petition Date: April 14, 2005Court: Southern District of New York (Poughkeepsie)Debtor's Counsel: Thomas Genova, Esq. Genova & Malin Hampton Business Center 1136 Route 9 Wappingers Falls, New York 12590 Tel: (845) 298-1600 Fax: (845) 298-1265Total Assets: $1,443,216Total Debts: $1,749,179Debtor's 6 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------Gaffken & Barriger, LLC Value of Security: $330,000198 Bridgeville Road $166,000Monticello, NY 12701Rolling V. Bus Corporation Value of Security: $71,050P.O. Box 110 $70,250South Fallsburg, NY 12779Attn: Phil ValloneLouis Adams 36 $53,340Patchogue-Yaphank RoadYaphank, NY 11980Burgess Peters $29,340Route 52Youngsville, NY 12791Robert Rosch $28,480P.O. Box 625Liberty, NY 12754Ronald & Irmgard Parrington $10,600P.O. Box 458Hancock, NY 13783HOLLINGER INC: Seizes Collateral for Ravelston Debt---------------------------------------------------Hollinger Inc. (TSX: HLG.C)(TSX:HLG.PR.B) served formal notice onThe Ravelston Corporation Limited to vacate the premises occupiedby Ravelston and related companies, including Argus CorporationLimited, in Hollinger's head office building located at 10 TorontoStreet, Toronto, not later than May 31, 2005.Hollinger has also taken steps to immediately seize shares held byRavelston in Hollinger, Argus and other Ravelston-relatedcompanies. These shares are part of the collateral for debt inthe amount of approximately $15 million owing by Ravelston toHollinger, which debt is in default. The collateral representspart of the direct and indirect control position held by Ravelstonin Hollinger. This action by Hollinger is separate from itsrecently announced lawsuit against Conrad Black, Ravelston andrelated parties for $550 million in monetary damages and $86million reimbursement of amounts owing by Ravelston to Hollingerplus accrued interest and costs. About HollingerHollinger's principal asset is its 17% equity and 67% votinginterest in Hollinger International Inc., which is a newspaperpublisher, the assets of which include the Chicago Sun-Times, alarge number of community newspapers in the Chicago area and aportfolio of news media investments. Hollinger also owns aportfolio of revenue-producing and other commercial real estate inCanada, including its head office building located at 10 TorontoStreet, Toronto. * * *As reported in the Troubled Company Reporter on August 31, 2004,as a result of the delay in the filing of Hollinger's 2003 Form20-F (which would include its 2003 audited annual financialstatements) with the United States Securities and ExchangeCommission by June 30, 2004, Hollinger is not in compliance withits obligation to deliver to relevant parties its filings underthe indenture governing its senior secured notes due 2011.Approximately $78 million principal amount of Notes is outstandingunder the Indenture. On August 19, 2004, Hollinger received aNotice of Event of Default from the trustee under the Indenturenotifying Hollinger that an event of default has occurred underthe Indenture. As a result, pursuant to the terms of theIndenture, the trustee under the Indenture or the holders of atleast 25 percent of the outstanding principal amount of the Noteswill have the right to accelerate the maturity of the Notes.Approximately $5 million in interest on the Notes was due onSeptember 1, 2004. Hollinger has deposited the full amount of theinterest payment with the trustee under the Indenture andnoteholders will receive their interest payment in a timelymanner.There was in excess of $267.4 million aggregate collateralsecuring the $78 million principal amount of the Notesoutstanding.Hollinger also received notice from the staff of the MidwestRegional Office of the U.S. Securities and Exchange Commissionthat they intend to recommend to the Commission that it authorizecivil injunctive proceedings against Hollinger for certain allegedviolations of the U.S. Securities Exchange Act of 1934 and theRules thereunder. The notice includes an offer to Hollinger tomake a "Wells Submission", which Hollinger will be making, settingforth the reasons why it believes the injunctive action should notbe brought. A similar notice has been sent to some of Hollinger'sdirectors and officers.JACQUELINE HATCHER: Case Summary & 16 Largest Unsecured Creditors-----------------------------------------------------------------Debtor: Jacqueline Lee Hatcher 2705 North Wild Rose Street Wichita, Kansas 67205Bankruptcy Case No.: 05-12036Chapter 11 Petition Date: April 14, 2005Court: District of Kansas (Wichita)Judge: Chief Judge Robert E. NugentDebtor's Counsel: W. Thomas Gilman, Esq. Redmond & Nazar, L.L.P. 245 North Waco, Suite 402 Wichita, Kansas 67202-3089 Tel: (316) 262-8361 Fax: (316) 263-0610Estimated Assets: $1 Million to $10 MillionEstimated Debts: $10 Million to $50 MillionDebtor's 16 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------Metropolitan Life Ins Co Loan guarantee $10,000,000c/o Martin Bauer100 North Broadway Ste 500Wichita KS 67202-2205Amarillo National Bank Loan guarantee $9,000,000c/o Don SunderlandPO Box 31656Amarillo TX 79120-1656Three W Land & Cattle Loan guarantee $2,000,000Co Inc. c/oWalter BeesleyPO Box 818Hugoton KS 67951Western State Bank Commercial promissory $740,498PO Box 1198 noteGarden City KS 67846Kit Carson State Bank Loan guarantee $410,485140 South First StreetPO Box 220Cheyenne Wells CO 80810Hubbard Feeds Loan guarantee $400,000Ridley Inc.PO Box 8500Mankato MN 56002-8500Kit Carson State Bank Loan $398,486140 South First StreetPO Box 220Cheyenne Wells CO 80810Eastern Colorado Bank Loan guarantee $392,58210 South FirstPO Box 888Cheyenne Wells CO80810-0888Kit Carson State Bank Loan guarantee $392,062140 South First StreetPo Box 220Cheyenne Wells CO 80810MH Holdings Guarantee $359,6851211 Liberty WayVista CA 92081-8307Pioneer Electric Loan guarantee $200,000CooperativeAmerican Express Guarantor on $140,000Business Fin business debtWells Fargo Loan $138,879Farm Credit Services Loan guarantee $130,000of AmerKit Carson State Bank Loan guarantee $104,437John Deere Credit Equipment guarantee $34,012LAIDLAW INT'L: Repurchases 3.8 Million Shares for $84.5 Million---------------------------------------------------------------Douglas A. Carty, Laidlaw International, Inc.'s Senior Vice-President and Chief Financial Officer, discloses that onFebruary 17, 2005, Laidlaw purchased 3.8 million shares of itsstock held in Trust with the Pension Benefit Guaranty Corporationfor $84.5 million. The purchase price per share of $22.37 wasbased on the closing price of Laidlaw's stock on the New YorkStock Exchange on the purchase date. All proceeds for the stocksale were contributed directly to Laidlaw's pension plans and the3.8 million shares were immediately retired. Laidlaw has nocommitments to buy back Company stock at this time.The components of net periodic benefit cost for Laidlaw's pensionplans were: Three Months Ended February 28, 2005 ------------------ Components of net pension benefit cost Service cost $2,200,000 Interest cost 14,400,000 Expected return on plan assets (14,100,000) ----------- Net pension benefit cost $2,500,000 ===========Headquartered in Arlington, Texas, Laidlaw, Inc., now known asLaidlaw International, Inc. -- http://www.laidlaw.com/-- is North America's #1 bus operator. Laidlaw's school buses transportmore than 2 million students daily, and its Transit and TourServices division provides daily city transportation through morethan 200 contracts in the US and Canada. Laidlaw filed forchapter 11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No.01-14099). Garry M. Graber, Esq., at Hodgson Russ LLP, representsthe Debtors. Laidlaw International emerged from bankruptcy onJune 23, 2003. * * *As reported in the Troubled Company Reporter on Dec. 27, 2004,Moody's Investors Service has placed the long-term debt ratings ofLaidlaw International, Inc., under review for possible upgrade.The review is prompted by the recent announcement by the companythat it had entered into a definitive agreement to sell both ofits healthcare businesses to Onex Partners LP, an affiliate ofOnex Corporation, for $820 million. Net proceeds after fees andassumption of a small amount of debt by the buyer is estimated at$775 million, with a majority of the proceeds intended to be usedto repay substantial levels of Laidlaw's existing debt. Moody'shas also assigned a Speculative Grade Liquidity Rating of SGL-2 toLaidlaw International, Inc. As part of the rating action, Moody'shas reassigned to Laidlaw International, Inc., certain ratings,including the senior implied and senior unsecured issuer ratings,originally assigned at Laidlaw, Inc., in order to reflect moreappropriately the company's current organizational structure.As reported in the Troubled Company Reporter on Dec. 9, 2004,Standard & Poor's Ratings Services placed its ratings, includingits 'BB' corporate credit rating, on Laidlaw International, Inc.,on CreditWatch with positive implications. The rating actionfollows Laidlaw's announcement that it has entered into definitiveagreements to sell both of its health care companies, AmericanMedical Response and Emcare, to Onex Partners L.P. for$820 million. Laidlaw expects to receive net cash proceeds of$775 million upon closing of the transaction, which is expected bythe end of March 2005. Naperville, Illinois-based Laidlawcurrently has about $1.5 billion of lease-adjusted debt.LEMINGTON HOME: Case Summary & 20 Largest Unsecured Creditors-------------------------------------------------------------Debtor: Lemington Home for the Aged dba Lemington Center 1625 Lincoln Avenue Pittsburgh, Pennsylvania 15206Bankruptcy Case No.: 05-24500Type of Business: The Debtor operates a nursing home for the elderly. See http://www.lemington.org/Chapter 11 Petition Date: April 13, 2005Court: Western District of Pennsylvania (Pittsburgh)Judge: M. Bruce McCulloughDebtor's Counsel: James E. Van Horn, Esq. Mark E. Freedlander, Esq. McGuire Woods LLP Dominion Tower, 23rd Floor 625 Liberty Avenue Pittsburgh, PA 15222 Tel: (412) 667-7916 Fax: (412) 667-6050Estimated Assets: $1 Million to $10 MillionEstimated Debts: $1 Million to $10 MillionDebtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------Select Medical Rehab Services $429,4991386 Old Freeport Road, Suite 3BPittsburgh, PA 15238Highmark Blue Cross/Blue Shield $344,155PO Box 360513Pittsburgh, PA 15251-6513Commonwealth of Pennsylvania $122,252Pennsylvania Unemployment Comp FundPO Box 60127Harrisburg, PA 17106-0127Pharmerica $116,558Tucker Arensberg PC $98,464McKesson Medical Supply $93,036Service Employees Intl. Union Pension $90,000Gordon Food Service $82,000RAN Pittsburgh, Inc. $81,467Argonaut Insurance Company $72,902Steel Valley Ambulance $60,181World Health $45,633Prime Staffing & Services $45,004Arcadia Health Care $39,550Equitable Gas Company $39,495Duquesne Light Company $39,347Mercy Surgical Dressing $35,438Old Republic Insurance Company $33,504Xerox Corporation $27,303General healthcare $27,292LODGE ASSOCIATES: Case Summary & 14 Largest Unsecured Creditors---------------------------------------------------------------Debtor: Lodge Associates, Ltd. P.O. Box 160306 Mobile, Alabama 36616-1306Bankruptcy Case No.: 05-12145Chapter 11 Petition Date: April 14, 2005Court: Southern District of Alabama (Mobile)Debtor's Counsel: Lawrence B. Voit, Esq. Silver, Voit & Thompson, P.C. 4317-A Midmost Drive Mobile, Alabama 36609-5507 Tel: (251) 343-0800 Fax: (251) 343-0862Estimated Assets: $1 Million to $10 MillionEstimated Debts: $1 Million to $10 MillionDebtor's 14 Largest Unsecured Creditors: Entity Claim Amount ------ ------------The Mitchell Company, Inc. $751,531P.O. Box 160306Mobile AL 36616-1306Airborne Security & Escort $13,440537 Hwy 82 E., Suite 212Greenville MS 38701McNorton, Yeend & Biel, P.C. $7,85441 West 1-65 Service Rd N, Ste. 190Mobile AL 36608-1201Andy Delancy $7,615d/b/a Delancy Painting ServiceSouthern Floor Covering, Inc. $6,817Southeatern Partners, Inc. $6,202Camsco Wholesalers, Inc. $4,407Els, Inc. $3,020State of Mississippi $2,938State Tax CommissionMississippi Home Corp. $2,400The Clarion Ledger $1,922Billy R. Yates $1,785d/b/a Carpet SourceJeffcoat Fence Co., Inc. $1,060Steve's Auto Glass, Inc. $545MAPCO FAMILY: Moody's Puts B2 Rating on Proposed $205M Facility---------------------------------------------------------------Moody's Investors Service rated the proposed $205 million securedbank loan of MAPCO Express, Inc and MAPCO Family Centers, Inc atB2 (collectively "MAPCO"), subject to review of finaldocumentation. MAPCO operates 330 and licenses 83 conveniencestores in the Southeastern U.S. Proceeds from the new debt willbe used to refinance existing debts and to pay a $25 milliondividend to MAPCO's immediate holding company Delek U.S. Holdings,Inc. Constraining the ratings are the unpredictable profitabilityof gasoline and tobacco sales and the company's leveragedfinancial condition.However, the stability of demand for gasoline and tobacco and thepotential for development of higher margin merchandise categoriessupport the ratings. This is the first time that Moody's hasrated MAPCO.Ratings are assigned as: -- $205 million 1st-lien revolving credit facility at B2; -- Senior implied rating at B2; and -- Senior unsecured issuer rating at B3.The rating outlook is stable.The ratings recognize the company's sales concentration on: * the high-volume, low-margin categories of gasoline and tobacco (retail price of both products impacted by political influences); * the intense competition in gas and convenience retailing including with large oil companies and non-traditional gasoline retailers; and * the high financial leverage (especially when adjusted for lease obligations) and weak fixed charge coverage.Moody's belief that overall demand for tobacco products willcontinue falling and our opinion that future store count growthmay limit material debt reduction also constrain the ratings.However, the ratings consider the: * inelasticity of demand for gasoline and tobacco regardless of the retail price; * collateral support from ownership of 188 real estate locations; and * the potential for further revenue gains from non-tobacco merchandise sales.The good convenience retailing share in several Southeasternmarkets where the company operates and Moody's expectation thatconvenience stores will maintain tobacco unit volumes over themedium-term as other retail channels deemphasize this categoryalso benefit the ratings. The assigned ratings do not requirecomplete implementation of targeted operating improvements(particularly on the front-end) at the pace projected bymanagement.The stable outlook reflects Moody's expectation that the company'sfinancial profile will further improve as: (1) front-end average unit volume and operating profit grows from appealing new products; (2) gasoline volume and cents per gallon profit remain healthy; and (3) a portion of discretionary cash flow is used to improve the balance sheet.Moody's also expects that other businesses owned by the holdingcompany will not become a distraction to senior management.Factors that could lead Moody's to consider a negative ratingaction include: * a reduction in the growth pace for non-tobacco merchandise; * an extended period of lower gasoline profitability that pressures operating cash flow; or * a substantial debt financed acquisition.Over the longer term, ratings could move upward as financialflexibility strengthens (such as lease adjusted leverage fallingtowards 5 times both from term loan amortization and increases inoperating cash flow), front-end volume and margin continues toimprove, and the company achieves satisfactory returns oninvestment with the ongoing remodel and development program.The B2 rating on the secured bank loan (to be comprised of a$40 million 1st-lien Revolving Credit Facility and a $165 million1st-lien Term Loan) considers that this debt is secured bysubstantially all of the company's assets. Moody's understandsthat Mapco Family Centers, Inc will be consolidated into MapcoExpress, Inc subsequent to this transaction. Compared to manyother retailers that lease most real estate, the 188 fee-ownedstore locations provides substantial tangible collateral. Pro-forma for using $10 million of revolving credit capacity in thetransaction and about $4 million of letters of credit, the companyis expected to have about $26 million of borrowing capacity.Year-over-year core revenue has substantially risen over the fouryears since Delek purchased the initial 198 stores and then madeseveral smaller acquisitions since. The company has received asmall windfall over the previous two years as average retailgasoline price steadily increased and cents per gallon profitexpanded. To date, demand and profitability for the mostimportant front-end product of tobacco has remained stable amongconvenience stores, in spite of declining overall demand, as otherretailers have pulled back from this category.Higher wholesale prices for gas and tobacco have requiredsubstantial incremental investment in working capital. Pro-formafor the transaction and treating the $11.5 million Holding CompanyPIK subordinated note as debt, Moody's estimates that 2004 leaseadjusted leverage was high at 6 times and fixed charge coveragewas low at 1.5 times. Moody's anticipates that debt protectionmeasures and operating statistics will modestly improve over thenext few years, but cash interest expenditures, capitalinvestment, and mandatory debt amortization will restrictdiscretionary cash flow.MAPCO Express, Inc and MAPCO Family Centers, Inc, withheadquarters in Franklin, Tennessee collectively operate about 330convenience stores in Tennessee, Alabama, Virginia, and adjoiningstates. The company also licenses 83 additional stores. TheIsraeli conglomerate Delek Group ultimately owns all of thecompany's equity.MED DIVERSIFIED: Court Formally Closes Affiliates' Chap. 11 Cases-----------------------------------------------------------------The Honorable Stan Bernstein of the U.S. Bankruptcy Court for theEastern District of New York formally closed the chapter 11 casesfiled by Chartwell Diversified Services, Inc., Chartwell CareGivers, Inc., and Chartwell Community Services, Inc., on March 31,2005. The three companies are Reorganized Debtors for the estateof Med Diversified, Inc.Judge Bernstein confirmed the Debtors' Second Amended Joint Planof Reorganization on Sept. 10, 2004, and the Plan took effect onSept. 14, 2005.Judge Bernstein's decision to close the bankruptcy cases of theReorganized Debtors is based on the request of Craig R. Jalbert,the Trustee of the Creditors' Trust. Mr. Jalbert filed hisrequest with the Court on March 9, 2005.Mr. Jalbert convinced the Court that the bankruptcy cases shouldbe closed because: a) the Plan has been substantially consummated and the estates of the Reorganized Debtors have been fully administered, with the possible exception of resolution of the Avoidance Actions, which are pending before the Court; b) all or substantially all of the property proposed for transfer under the Plan has been transferred; c) Private Investment Bank Limited has acquired all of the equity of the Reorganized Debtors and the Reorganized Debtors have assumed the management of the businesses as required under the Plan; d) distributions under the Plan have commenced, including distributions to the holders of allowed general unsecured claims against the Reorganized Debtors; and e) all administrative expenses and priority general unsecured claims have been paid in full as required under the Plan, and all claims objections and contested matters have been resolved by final orders of the Court.Judge Bernstein concludes that these facts warrant the closure ofthe Reorganized Debtors' bankruptcy cases pursuant to 11 U.S.C.Section 350(a) and Rule 3022 of the Federal Rules of BankruptcyProcedure.Judge Bernstein also orders that if the Creditors' Trust still hasassets or cash with a value of no more than $3,500 after all thedistributions under the Plan have been made, Mr. Jalbert isauthorized to donate those assets to nonprofit organizations thatare exempt pursuant to Section 501(c) of the Internal RevenueCode.Headquartered in Handover, Massachusetts, Med Diversified, Inc., -- http://www.meddiversified.com/-- operates companies in various segments within health care industry, including pharmacy, homeinfusion, multi- media, management, clinical respiratory services,home medical equipment, home health services and other functions.The Company and its affiliates filed for bankruptcy protection onNovember 27, 2002 (Bankr. E.D.N.Y. Case No. 02-88564). ToniMarie McPhillips, Esq., at Duane Morris LLP, represents theDebtors. When the Debtors filed for chapter 11 protection, theylisted total assets of $196,323,000 and total debts of$143,005,000.MERRILL LYNCH: Moody's Affirms Low-B Ratings on Class F & G Certs.------------------------------------------------------------------Moody's Investors Service upgraded the ratings of three classesand affirmed the ratings of six classes of Merrill Lynch MortgageLoans Inc., Commercial Mortgage Pass-Through Certificates, Series2000-Canada 3 as: -- Class A-1, $38,177,573, Fixed, affirmed at Aaa; -- Class A-2, $131,400,000, Fixed, affirmed at Aaa; -- Class X, Notional, affirmed at Aaa; -- Class B, $7,727,000, Fixed, upgraded to Aaa from Aa2; -- Class C, $8,372,000, Fixed, upgraded to Aa3 from A2; -- Class D, $10,304,000, WAC, upgraded to Baa1 from Baa2; -- Class E, $2,576,000, WAC, affirmed at Baa3; -- Class F, $7,084,000, Fixed, affirmed at Ba2; and -- Class G, $5,151,000, Fixed, affirmed at B2.As of the March 15, 2005 distribution date, the transaction'saggregate balance has decreased by approximately 16.2% to$216.0 million from $257.6 million at securitization. TheCertificates are collateralized by 45 mortgage loans secured bycommercial and multifamily properties. The loans range in sizefrom less than 1.0% of the pool to 7.6%, with the top 10 loansrepresenting 44.5% of the pool. The pool has not experienced anylosses since securitization. One loan, representing 2.4% of thepool, has defeased and been replaced with Canadian governmentsecurities.There are no loans in special servicing. Four loans, representing10.9% of the pool, are on the master servicer's watchlist.Moody's loan to value ratio is 66.5%, compared to 73.4% atsecuritization. The upgrade of Classes B, C and D is due toincreased subordination levels and improved overall poolperformance.The top three loans represent 20.0% of the pool. The largest loanis the Woodside Square Shopping Center Loan ($16.4 million -7.6%), which is secured by a 291,000 square foot shopping centerlocated in Toronto, Ontario. The property was 95.0% occupied asof June 2004, compared to 99.0% at securitization. The center isanchored by Food Basics Supermarket (14.0% GLA; expiration July2008) and Winners Department Store (9.0% GLA; expiration October2007). The property's financial performance has been impacted byincreased expenses. The loan is on the master servicer'swatchlist due to a decline in the debt service coverage ratio.Moody's LTV is 63.2%, essentially the same as at securitization.The second largest loan is the Somerset House Loan ($15.2 million- 7.1%), which is secured by a 138-unit congregate care facilitylocated in Victoria, British Columbia. The property is 100.0%occupied, the same as at securitization. Moody's LTV is 77.3%,compared to 79.7% at securitization.The third largest loan is the Delta St. John's Loan ($11.4 million- 5.3%), which is secured by a 276-room full service hotel locatedin St. John's, Newfoundland. The hotel's performance has improvedsince securitization due to higher room rates. Moody's LTV is65.2%, compared to 73.3% at securitization.The pool collateral consists of: * retail (37.1%), * multifamily (22.3%), * lodging (19.7%), * industrial and self storage (12.7%), * office (5.8%), and * Canadian government securities (2.4%).The collateral properties are located in eight Canadian provinces.The top three province concentrations are: * Ontario (40.8%), * Quebec (17.2%), and * Newfoundland (12.0%).All of the loans are fixed rate.METRIS COMPANIES: Moody's Raises Senior Unsecured Rating to B3--------------------------------------------------------------Moody's Investors Service today raised the ratings of MetrisCompanies, Inc. (senior unsecured to B3 from Caa2) and its banksubsidiary Direct Merchants Credit Card Bank NA (issuer to Ba3from B1). The rating outlook is stable. The rating agency saidthe upgrade reflects the improvements in Metris's asset quality.These improvements have led to positive earnings at the company aswell as the release of trapped cash from its securitizationconduits, and have also bolstered ABS investor confidence, givingthe company improved access to the securitization market andgreater funding flexibility. The ratings action concludes aratings review begun on January 13, 2005.The confidence of Metris' bank regulator, the Office of theComptroller of the Currency has also improved, Moody's noted.This was demonstrated by the recently announced amendment toDirect Merchants' Operating Agreement with the OCC, which willpermit the bank to pay a $130 million special dividend to theparent company. The OCC also concluded its investigation intoMetris' executive compensation and reimbursement practices withoutany adverse findings. Although an investigation by the SEC and anIRS audit remain outstanding, Moody's concluded that these mattersare not a barrier to the ratings upgrade.The rating agency said the B3 rating for Metris' senior unsecurednotes reflects the parent company's stronger cash flows andincreased access to funding. These factors clearly reduce thedefault risk for parent company creditors. The Ba3 issuer ratingfor Direct Merchants also reflects this reduction in default risk,as well as the still substantial protections provided to bankcreditors by the Operating Agreement. Moody's noted that DirectMerchants' special dividend benefits creditors of Metris more thancreditors of the bank, which explains the narrowing of the ratingsdifferential between Metris and Direct Merchants. Moody's stillbelieves that the potential severity of loss given default forcreditors at Direct Merchants remains significantly lower than itwould be for creditors at Metris itself.Moody's noted that while cash flow has improved, profitability atMetris remains weaker than peers. In addition, were Metris tolose access to market funding its sources of alternative liquidityare still limited. This situation is exacerbated by therelatively short maturity of its securitizations and on-balancesheet funding. Finally, Moody's believes that Metris will facesignificant challenges satisfying shareholder demands for earningsgrowth given its lack of diversification, its modest scalerelative to U.S. credit card industry leaders, and the limitedgrowth opportunities currently challenging the entire credit cardindustry. These challenges could pressure management to pursue ariskier strategy, to the detriment of bondholders.The rating agency said future ratings upgrades will depend uponMetris' ability to improve its profitability to peer levels, togenerate sustainable growth without increasing its risk profile,and to extend the maturity of its funding profile and improve itsalternative liquidity. Ratings downgrades could occur ifprofitability, underwriting standards, asset quality, or financialflexibility were to deteriorate.These ratings were upgraded:Metris Companies Inc.: * the rating for the senior unsecured notes due July 2006 to B3 from Caa2.Direct Merchants Credit Card Bank, N.A.: * the rating of the bank for long-term deposits to Ba2 from Ba3; * the issuerrating and rating for other senior long-term obligations to Ba3 from B1; and * the financial strength rating to D from D-.Metris Companies Inc., headquartered in Minnetonka, Minnesota, isthe thirteenth largest general purpose credit card issuer in U.S.and had total managed receivables of $6.6 billion as ofDecember 31, 2004.MIRANT CORP: Arkansas Electric to Buy Wrightsville Unit for $85M----------------------------------------------------------------Mirant Corporation, Mirant Wrightsville Management, Inc., andMirant Wrightsville Investment, Inc., are parties to a jointdevelopment venture with Kinder Morgan Power Company. Theparties agreed to construct and operate a nominal 548 megawattgas-fired combined cycle power generating facility located inWrightsville, Arkansas. The development, construction andoperation of the Facility were organized through WrightsvillePower Facility, LLC, while funding for the Facility was organizedthrough Wrightsville Development Funding LLC.Wrightsville Management and Wrightsville Investment own a 51%interest in both WPF and WDF, while Kinder owns a 49% interest ineach entity. Mirant Americas, Inc. owns 100% of the common stockof each of Wrightsville Management and Wrightsville Investment. Debtors' Decision to Dispose of FacilityIn 2004, the Debtors mothballed the Wrightsville Facility pendingrecovery of regional power prices. The Debtors project that theywill not operate the Facility profitably until perhaps 2010.Further, the Debtors forecast that it will cost betweenapproximately $2.2 million and $2.5 million per year to maintainthe Facility and its related equipment in laid-up status.The Debtors explored their options with regard to theWrightsville Facility. The Debtors determined that they wouldnot realize economic benefits of size, scope or scale becausethey (i) were not dedicating resources to support trading in themarket where the Facility and related assets are located, (ii)did not own additional assets in such market, and (iii) did notdesire expanding in the market.Although the current depressed energy market in the Southeast andthroughout the United States would likely recover over the nextfive years, the Debtors also realized that, based on current andprojected market conditions, the incremental cost to own,maintain and operate the Facility exceeded the risk adjustedpresent value of the cash flows that would be generated by theFacility, as well as the expected market resale value of theFacility and related assets that might be derived from otherwisedelaying the sale of the assets until the time as the energymarket improves. Debtors' Marketing EffortsThere is a limited potential pool of purchasers in Arkansas forthe Wrightsville Assets. Thus, an entity that is not a loadserving entity would be faced with the same economic issuescurrently faced by the Debtors in competing with an existingincumbent utility company in the current relatively depressedenergy market. In Arkansas, Entergy Arkansas, Inc. and itsaffiliates primarily serve the urban areas.Accordingly, the Debtors determined that a sale of theWrightsville Assets to a load serving entity located in Arkansas,as opposed to an independent power provider, would likely yieldthe highest price for the Assets.The Debtors and Kinder contacted several financial and loadserving entities they believed would be interested in acquiringthe Assets. The parties were able to identify three entitieswhose level of interest in acquiring the Assets merited furtherdiscussions. The Debtors also discussed a potential sale oftheir interests in the Assets to Kinder. However, after numerousdiscussions with and extensive due diligence conducted by certainof the interested entities, the Debtors, in consultation withtheir advisors, concluded that the offer by Arkansas ElectricCooperative Corporation represented a commercially reasonableoffer for the Assets. $85,000,000 Deal with AECCIn October 2004, the Mirant Investment Committee, a committeecomprised of the Company's senior management, granted the Debtorspermission to enter into a letter of intent with AECC tonegotiate a definitive agreement on an exclusive basis. OnOctober 15, 2004, the parties executed the LOI. After extensivenegotiations, the parties entered into an Asset Purchase and SaleAgreement, with a purchase price of $85,000,000 for the Assets.AECC will assume certain liabilities arising out of the ownershipor operation of the Facility, excluding real and personalproperty taxes for any period prior to January 1, 2006. The SaleAgreement supersedes and replaces the LOI in its entirety.By this motion, the Debtors seek the Court's permission toconsummate the sale with AECC, free and clear of liens and claimsand subject to higher or otherwise better offers.The property to be sold consists of all of the assets comprising,among other things, (i) the Facility, (ii) the real property onwhich the Facility and the Entergy substation are located, and(iii) various other assets to be assumed or assigned including,certain contracts, permits and easements.Certain transmission credits associated with the Facility are notincluded.The Sale Agreement is subject to approval by the Federal EnergyRegulatory Commission, the United States of America actingthrough the Rural Utilities Service, and the Arkansas PublicService Commission.AECC may terminate the Sale Agreement if the Closing will nothave occurred by November 21, 2005.A full-text copy of the Sale Agreement and related exhibits areavailable at no charge at: http://bankrupt.com/misc/wrightsville_apsa.pdf Thomases ObjectSpouses Harold W. Thomas and Betty Ruth Thomas are parties to anAgreement to Grant Multi-Use Pipeline Easements with WrightsvillePower Facility, LLC, dated August 8, 2000. Harold and BettyThomas also executed a Right of Way Easement.Randy Thomas and WPF are parties to an Agreement to Grant Multi-Use Pipeline Easements, dated August 8, 2000. Randy Thomas alsoexecuted a Right of Way Easement.The Thomases contend that the sale violates the provisions ofSection 365(b)(1) of the Bankruptcy Code. The sale contemplatesthe assignment by WPF of the Agreements and Easements and theassumption by Arkansas Electric Cooperative Corporation of theobligations imposed by the Agreements and Easements that matureafter the effective date of approval of the sale. The Thomasesnote that neither the Debtors' request nor the Sale Agreementaddresses the payments or responsibility for payments of theamounts the Debtors owed pursuant to the Agreements to Grant.The Thomases complain that WPF has failed to make the finalpayments under the Agreements to Grant, which became due onAugust 8, 2004. Harold and Betty Thomas say they are owed$63,600. Randy Thomas is owed $59,866.The Thomases inform the Court that pursuant to the Agreements toGrant, in the event that the Grantee fails to pay all amountsrequired by their terms, "the easements shall terminate and be ofno further effect." The Thomases note that this language wasspecifically added by their attorney and the attorney for WPF toaddress a non-payment situation arising out of a bankruptcyproceeding. The Thomases point out that under Section 365(b)(1),an executory contract cannot be assumed if there has been adefault, unless it has been cured or adequate assurance of promptcure is provided.The Thomases tell Judge Lynn that the Agreements to Grant havebeen scheduled by the Debtors as executory contracts.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 18,000megawatts of electric generating capacity globally. MirantCorporation 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, theylisted $20,574,000,000 in assets and $11,401,000,000 in debts.(Mirant Bankruptcy News, Issue No. 58; Bankruptcy Creditors'Service, Inc., 215/945-7000)MIRANT CORP: Court Subordinates Underwriters' Litigation Claims---------------------------------------------------------------Goldman, Sachs & Co., and Morgan Stanley & Co., acted asunderwriters to the initial public offering of MirantCorporation's common stock. The Underwriters are defendants inIn re Mirant Corporation Securities Litigation pending in theUnited States District Court for the Southern District ofGeorgia, Atlanta Division.In the Securities Litigation, the plaintiffs sought classcertification on behalf of purchasers of stock through or relatedto the IPO, and assert that the Underwriters have violatedvarious securities laws, including the Securities Act of 1933 and1934. The Underwriters asserted claims for indemnity andcontribution to the securities litigation. Consequently, GoldmanSachs and Morgan Stanley jointly filed Claim No. 6265.Goldman Sachs and Morgan Stanley also filed Claim No. 6266, aduplicate of Claim No. 6265, on behalf of all underwriters,including: * Banc of America Securities, LLC; * Credit Suisse First Boston, LLC; * J.P. Morgan Securities, Inc.; * Lehman Brothers, Inc.; * Citigroup Global Marketing, Inc.; and * ABN AMRO Incorporated.The Debtors ask the for a summary judgment on the Underwriters'Claims based on four grounds: (1) The Underwriters' claims are subject to disallowance pursuant to Section 502(e) of the Bankruptcy Code as contingent claims for reimbursement or indemnity which have not been fixed by payment; (2) To the extent that any claims are allowable by the Underwriters, the claims are subject to subordination pursuant to Section 510(b); (3) The indemnity provisions found in the Underwriting Agreement are unenforceable as against public policy. Consequently, any claim based on the indemnity provisions must be disallowed; and (4) Any claim for contribution, either pursuant to the securities laws or common law, is also subject to disallowance pursuant to Section 502(e) as a contingent claim for contribution which has not been fixed by payment.J. Robert Forshey, Esq., at Forshey & Prostok LLP, in ForthWorth, Texas, explains that the only portion of the Underwriters'claim that was fixed by payment is approximately $450,000 indefense costs relating to the Securities Litigation, which theUnderwriters contend have been paid "out-of-pocket." Althoughthe Underwriters' claim for reimbursement of costs should bedisallowed on other grounds, as a threshold issue, Section 502(e)mandates the disallowance of the Underwriters' claims forindemnity and contribution to the extent that the claims have notbeen fixed by payment.In connection with the Underwriters' assertion of their right tocontribution against Mirant Corp. as a joint securitiestortfeasor, Mr. Forshey points out that to the extent that anyright to contribution may exist, it does not constitute anallowable claim pursuant to Section 502(e). * * *Judge Lynn of the U.S. Bankruptcy Court for the Northern Districtof Texas rules that the Underwriters' Claims, to the extent theymay be allowed, are subordinated pursuant to Section 510(b)of the Bankruptcy Code, including any claim that the Underwritersmay assert as part of the Underwriters' Claims for reimbursementof, or indemnity against, any litigation expense.The Order is without prejudice to: -- the Debtors' rights to pursue complete disallowance of the Underwriters' Claims on any grounds; or -- the Underwriters' right to seek the full allowance of their Claims, although on a subordinated basis pursuant to Section 510(b).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 18,000megawatts of electric generating capacity globally. MirantCorporation 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, theylisted $20,574,000,000 in assets and $11,401,000,000 in debts.(Mirant Bankruptcy News, Issue No. 59; Bankruptcy Creditors'Service, Inc., 215/945-7000)MIRANT CORP: Pays $57.5 Million to Pepco Pursuant to Court Order----------------------------------------------------------------Pepco, a subsidiary of Pepco Holdings, Inc. (NYSE: POM), received$57.5 million from Mirant Corp. in response to a federal courtorder requiring Mirant to comply with a contract signed with Pepcoin 2000.Last month, U.S. District Court Judge John McBryde in Ft. Worth,Texas, ordered Mirant to resume contractual payments to Pepco thatMirant unilaterally halted in December 2004. Mirant was orderedto pay all past due amounts owed Pepco and to resume futurepayments under provisions of an asset purchase and sale agreement(APSA) that Mirant signed in 2000 to buy Pepco's generatingplants. Mirant sought a stay of Judge McBryde's order, as well asother relief from the 5th U.S. Circuit Court of Appeals. TheAppeals Court initially issued a stay, but in a brief opinionMonday lifted the stay and denied Mirant the other reliefrequested.Since declaring bankruptcy in 2003, Mirant has attempted to avoid,and Pepco has sought to enforce the contract's provisions thatinvolve power purchases from Pepco. About PepcoPepco Holdings, Inc., is a diversified energy company withheadquarters in Washington, D.C. Its principal operations consistof PHI Power Delivery, which delivers 50,000 gigawatt-hours ofpower to more than 1.7 million customers in Washington, D.C.,Delaware, Maryland, New Jersey and Virginia. PHI engages inregulated utility operations by delivering electricity and naturalgas, and provides competitive energy and energy products andservices to residential and commercial customers.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 18,000megawatts of electric generating capacity globally. MirantCorporation 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, theylisted $20,574,000,000 in assets and $11,401,000,000 in debts.MORGAN STANLEY: Fitch Rates $24.4 Million Mortgage Certs. at BB+----------------------------------------------------------------Fitch Ratings upgrades Morgan Stanley Capital Inc.'s commercialmortgage pass-through certificates, series 1998-WF1: -- $69.6 million class C to 'AAA' from 'AA-'; -- $69.6 million class D to 'A' from 'A-'.In addition, Fitch affirms these classes: -- $577.2 million class A-2 'AAA'; -- Interest only class X-1 'AAA'; -- $69.6 million class B 'AAA'; -- $31.3 million class E 'BBB'; -- $24.4 million class F 'BB+'.Fitch does not rate these classes: -- $38.3 million class G; -- $10.4 million class H; -- $27.8 million class J; -- $10.4 million class K and -- $19.4 million class L.Class A-1 and Interest only class X-2 have been paid in full.The upgrades reflect the increased credit enhancement levels fromloan payoffs and amortization since issuance. As of the March2005 distribution date, the pool's aggregate collateral balancehas been reduced approximately 31.9%, to $948.2 million from$1.392 billion at issuance.Two of the top 10 loans in the pool are secured by underperforminghotel properties. The largest loan in the pool is the ScottsdalePlaza Resort (5.59%). The property's performance continues to beweak as a result of increased competition and a decline inoccupancy. The borrower is attempting to raise occupancy byincreasing marketing expenses. The Holiday Inn Boston LoganAirport (2.64%) is the other hotel property that is performingpoorly. Both of the loans are current and with the masterservicer.Five loans (2.31%) are currently in special servicing. Thelargest asset (0.8%) is a real estate owned multifamily propertylocated in Webster, Texas, which was transferred to the specialservicer in December of 2003 due to a monetary default. Thespecial servicer is evaluating potential offers for the property.MORGAN STANLEY: S&P Removes Ratings from CreditWatch Negative-------------------------------------------------------------Standard & Poor's Ratings Services affirmed its ratings on 10classes of Morgan Stanley Capital I Trust Series 2003-TOP11'scommercial mortgage pass-through certificates and removed themfrom CreditWatch negative, where they were placed Dec. 20, 2004.The affirmations follow the receipt of valuation informationconcerning the Troy Technology Park portfolio provided by thespecial servicer, ARCap Servicing Inc.The December 2004 CreditWatch placement was due to significantconcerns with the Troy Technology Park portfolio, which representsthe fourth-largest exposure ($25.5 million) in the pool. TheCreditWatch placement also reflected concerns with the Alabama andArizona Warehouse/Distribution Centers loan, which represents thethird-largest exposure ($27.3 million) and is secured by twosingle-tenant distribution facilities whose tenant, KB Toys Inc.(KB), is in bankruptcy.ARCap recently obtained an appraisal for the Troy Technology Parkportfolio that suggests a loss severity consistent with Standard &Poor's lowest valuation, made in December 2004. ARCap alsoreceived value estimates for the collateral from three nationalreal estate companies, which indicate a loss severity less harshthan the one suggested by the appraisal.The value estimates are also comparable to the valuation used byStandard & Poor's for its rating revisions made Dec. 20, 2004.The three loans that comprise the portfolio are in foreclosure,with one loan ($14.2 million) due for its Jan. 1, 2005 mortgagepayment and the remaining two loans ($11.3 million) due for theirFeb. 1, 2005 mortgage payments.The collateral properties' economic occupancy is 44%, whilephysical occupancy is 34%. The borrower is remitting all net cashflow to ARCap.The Alabama and Arizona Warehouse/Distribution Centers loan wastransferred to ARCap due to KB's right to reject the leases inbankruptcy. While KB was scheduled to announce any further storeclosings by Jan. 31, 2005, it extended its bankruptcy exclusivityperiod to May 15, 2005 with notice of any rejected leases due 15days thereafter. Per ARCap, the collateral properties are in verygood condition and a hard lock box is in place for the loan.Additional collateral is also available in the form of a $3.9million letter of credit. No losses are expected at this time. Ratings Affirmed And Removed From Creditwatch Negative Morgan Stanley Capital I Trust 2003-TOP11 Commercial mortgage pass-through certs series 2003-TOP11 Rating ------ Class To From Credit Enhancement(%) ----- -- ---- --------------------- C A A/Watch Neg 6.78 D A- A-/Watch Neg 5.63 E BBB+ BBB+/Watch Neg 4.35 F BBB BBB/Watch Neg 3.71 G BBB- BBB-/Watch Neg 3.07 H BB- BB-/Watch Neg 2.05 J B+ B+/Watch Neg 1.79 K B B/Watch Neg 1.53 L B- B-/Watch Neg 1.28 M CCC+ CCC+/Watch Neg 1.02OWENS CORNING: Court Refuses to Reconsider $7 Billion Estimate--------------------------------------------------------------As previously reported, the Honorable John P. Fullam, Sr., theU.S. District Court judge overseeing parts of Owens Corning'schapter 11 proceeding, estimated Owens Corning's asbestosliability at $7 billion -- an amount that "lies somewhere betweenDr. Thomas Vasquez's high estimate [of $6.8 billion] and Dr.Francine Rabinovitz's low estimate [of $8.15 billion]." Lookingat Owens Corning's asbestos litigation history, Judge Fullamnotes, it is not safe to assume that the litigation historicalresults can properly be extrapolated into the future. "As theBanks have convincingly demonstrated, some of the past resultshave been skewed by factors which can and should be avoided in thefuture. The question to be resolved is the extent to whichadjustments should be made to historical values to account forthese probable changes." Judge Fullam identified seven factors,which are unlikely to be replicated: (1) Venue-shopping; (2) Mass-screenings; (3) Erroneous X-ray Interpretations by Suspect B-readers; (4) Over-payment to "Unimpaired" Claimants; (5) Group Lawsuits; (6) Global Settlements; and (7) Punitive Damages.Credit Suisse First Boston, as agent for Owens Corning'sprepetition institutional lenders, does not seek to challenge theDistrict Court's legal conclusions, methodology or resolution ofany dispute as to the facts. Rather, CSFB seeks to align JudgeFullam's estimate with the District Court's legal rulings and theundisputed evidence to the estimate in light of those rulings.The Banks' Agent asks Judge Fullam to reconsider hisMarch 31, 2005, Order estimating Owens Corning's asbestosliabilities at $7 billion based on two grounds: (1) Although the District Court ruled that punitive damages should be excluded from the estimate, the two estimates the District Court used as goal posts both include punitive damages; and (2) Both of the estimates the District Court used in reaching its estimate fail to make any judgment for over-payment to unimpaired non-malignant claimants, despite the District Court's ruling that this was one of the factors that is unlikely to be replicated and skewed the Debtors' settlement history.King Street Capital Management, L.L.C., D.E. Shaw LaminarPortfolios, L.L.C., Harbert Distressed Investment Master Fund,Ltd., Canyon Capital Advisors, L.L.C., and Lehman Brothers, Inc.,join in CSFB's request.CSFB believes that there is a clear disconnect between theDistrict Court's legal analysis and rulings, and its use of thehigh Vasquez and low Rabinovitz opinions as the goal posts thatsupposedly "accorded appropriate weight to the various factors"which are unlikely to the replicated in the future.Reconsideration is warranted to correct the District Court'sapparent misapprehension that the estimates it relied oncontained adjustments for punitive damages, historicaloverpayment to unimpaired claimants, and other factors that theDistrict Court concluded should be taken into consideration,Rebecca S. Butcher, Esq., at Landis Rath & Cobb LLP, inWilmington, Delaware, asserts. The adjustment will bring theDistrict Court's estimate into alignment with its legal analysisand rulings, Ms. Butcher says.Ms. Butcher argues that the District Court's conclusion that Dr.Rabinovitz accounted for the effect of the seven factors is aclear factual error that placed Judge Fullam's estimate inconflict with its legal analysis and findings. The errormaterially impacted the District Court's opinion concerning thereliability of Dr. Rabinovitz's opinion, Ms. Butcher contends. Reduce Estimate to $4.8 BillionCSFB, therefore, asks Judge Fullam to reconsider his decision andnot rely in Dr. Rabinovitz's estimate as one of the goal posts inreaching his estimation of Owens Corning's asbestos liabilities.Instead, the District Court should adopt the estimate of Dr.Vasquez, properly adjusted to remove the impact of punitivedamages. CSFB urges the Court to rely on Dr. Vasquez's Method I,which differentiates between unimpaired and impaired nonmalignantclaimants, and reduce the estimate by a further $1.03 billion, toa range of $4.8 to $5.1 billion. CSFB believes that an estimatewithin that range is a conservative estimate in light of the factthat the Banks have not sought any adjustment based on the otherfactors identified by the District Court, or for application ofthe proper discount rate. Judge Fullam Won't ReconsiderJudge Fullam says he does not regard any of the experts' opinionsas having mathematical accuracy, and believes it as a mistake tomake detailed mathematical adjustments. "I do not adopt theBanks' seeming assumption that to acknowledge that pastlitigation results were skewed to some extent by litigationirregularities (forum-selection, mass screenings, runaway juries,etc.) is equivalent to a guarantee that, from now on, no suchfactors will be present." The District Court does not have theauthority to change state law, Judge Fullam points out. Allcases, which can survive summary disposition under state law,have some potential value, Judge Fullam adds.Judge Fullam recognizes that Dr. Rabinovitz did not reduce herestimate by excluding punitive damages. "I did not mean tosuggest that the only reason for not accepting her estimate atface value was her failure to account for the aging of theclaimant-population." The District Court clarifies that it didnot make mathematical adjustments to any of the estimates and didnot accept every detail of the experts' testimony.According to Judge Fullam, he merely attempted to arrive at anestimate, which appropriately reflected the difference betweenwhat has already occurred, and what is likely to happen in thefuture. Judge Fullam predicted that: -- there will be some reduction in the value of claims because of eliminating punitive damages; -- there will be some reduction in the pace at which future claims are filed, because of perceptions that full payment is unlikely; -- progress has been made in eliminating questionable X-ray readings, and that trend will continue; and -- some of the pending and future claims will prove to lack merit, but not nearly to the extent assumed by the Banks' argument.Thus, Judge Fullam adheres to his $7 billion estimate and deniesCSFB's motion for reconsideration.Headquartered in Toledo, Ohio, Owens Corning --http://www.owenscorning.com/-- manufactures fiberglass insulation, roofing materials, vinyl windows and siding, patiodoors, rain gutters and downspouts. The Company filed for chapter11 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 assetsand a $4.2 billion stockholders' deficit. The companyreported $132 million of net income in the nine-month periodending Sept. 30, 2004. (Owens Corning Bankruptcy News, Issue No.104; Bankruptcy Creditors' Service, Inc., 215/945-7000)PARMALAT USA: Farmland Dairies Emerges From Chapter 11 Protection-----------------------------------------------------------------Farmland Dairies LLC emerged from bankruptcy protection as aReorganized Company.The newly emerged Farmland Dairies LLC will be led by Martin J.Margherio, the Company's president, who will assume the positionof President and CEO. "I am very pleased to announce the end ofthe bankruptcy proceedings and our renewed commitment to growingthe 'new' Farmland Dairies," said Martin J. Margherio, Farmland'sPresident and CEO.Mr. Margherio believes that Farmland is well positioned to growprofitably in the future, "Farmland has made significant effortsto become more competitive over the past year while in bankruptcy.Our plan is to continue to emphasize efficiencies in ouroperations, while growing business through our high qualityproducts, including the Farmland, Skim Plus(R), Parmalat Asepticand 'Lil Milk' brands."Farmland has reorganized around its fresh milk and dairy productsbusiness in the Northeast and its national aseptic milk productsbusiness, based in Grand Rapids, Mich. It is a leading processorin these markets. Additionally, its Wallington, N.J., location isthe largest HACCP certified fluid milk plant in the U.S."The bankruptcy process, although not a pleasant experience,allowed us time to dig into the very core of our business andassess all of the functions and manner in which we operated; andas a result, we have emerged a much stronger and more focusedcompany," Mr. Margherio continued.Farmland has emerged with exit financing totaling $101 millionconsisting of a $56 million loan from LaSalle Business Credit, anda $45 million term loan from GE Commercial Finance. The equity ofthe emerged Farmland will be majority owned by the Company's pre-petition leasing syndicate which is led by GE Commercial Finance,Public Finance."With General Electric and LaSalle as our partners, Farmland isemerging with a healthy balance sheet and a focus on growth andprosperity. We can now look forward with a goal towards becomingthe premier dairy in the Northeast, servicing our customers andintroducing new products such as our new SKIM PLUS(R) Lactose Freemilk. I am thankful for the resilience, determination, andloyalty of our employees, customers, dairy farmers, and vendors,who weathered this storm with us during these difficult 14 months.This is a testament to our service and strong brands," added Mr.Margherio. "Additionally, we would like to thank the teams fromAlix Partners and Weil Gotshal & Manges for all of their hard workin making this a successful reorganization."As previously reported, the plan calls for the satisfaction of thecompany's prepetition liabilities through the distributions ofcash, notes, stock and rights to pursue certain causes of action.Specifically, Farmland's unsecured creditors will receive cash, anote, and preferential rights of recovery from causes of actionpursued by a litigation trust. What GE Capital GetsParmalat USA's plan will transfer to GE Capital 70% of the newcommon stock in Farmland, 100% of a new preferred stock issue,about $11.6 million in litigation proceeds and up to $2 million inadditional payments to satisfy the $39 million financing GEextended to Parmalat. Unsecured Creditors RecoveryParmalat USA's Unsecured Creditors will receive 62 cents on thedollar for their claims totaling $27 million. Farmland'sunsecured creditors are expected to recover 29 cents on thedollar. Farmland's unsecured creditors receive a $2.8 millioncash payment, a $7 million note and approximately $6.5 millionfrom the litigation trust.Farmland has obtained $55 million of exit financing from WachoviaCorp. and $45 million from GE to fund its operations uponemergence from bankruptcy.Headquartered in Wallington, New Jersey, Parmalat U.S.A.Corporation -- http://www.parmalatusa.com/-- generates more than EUR7 billion in annual revenue. The Parmalat Group's 40-some brand product line includes milk, yogurt, cheese, butter,cakes and cookies, breads, pizza, snack foods and vegetablesauces, soups and juices. The company employs over 36,000workers in 139 plants located in 31 countries on six continents.It filed for chapter 11 protection on February 24, 2004 (Bankr.S.D.N.Y. Case No. 04-11139). Gary Holtzer, Esq., and Marcia L.Goldstein, Esq., at Weil Gotshal & Manges LLP represent theDebtors in their restructuring efforts. When the U.S. Debtorsfiled for bankruptcy protection, they reported more than$200 million in assets and debts. The Bankruptcy Court confirmedthe U.S. Debtors' Plan of Reorganization on March 7, 2005.PERKINELMER INC.: Good Performance Prompts S&P to Hold Ratings--------------------------------------------------------------Standard & Poor's Ratings Services revised its outlook onWellesley, Massachusetts-based PerkinElmer Inc. to positive fromstable. The corporate credit and senior secured bank loan ratingswere affirmed at 'BB+', and the subordinated debt rating at 'BB-',respectively. The outlook revision is in response to improvedoperating profitability and reduced financial leverage."The ratings on PerkinElmer reflect the company's historicallysomewhat volatile profitability, and financial leverage trackrecord," said Standard & Poor's credit analyst Joshua Davis."This in part is offset by strengthened profitability, underpinnedby a better market environment combined with an improved coststructure, and significant reductions in financial leverage overthe past eight quarters," he continued. PerkinElmer's businessprofile is supported by a solid position in key life sciencesmarkets, including certain recurring revenue sources.Operating performance has improved over the past year. Overallrevenue growth of 10% in 2004, to $1.7 billion, was in part aidedby favorable currency translation as well as significant cyclicalrecovery in the Fluid Sciences business, which grew by 36% yearover year in 2004.In 2004, adjusted EBITDA margins improved to 15.0% from 13.8% in2003, aided by improvements in all three operating segments. Thisoperating performance contrasts with 2002, when profitabilitynegatively was affected by weak market conditions and an expandedcost structure, the result of a series of acquisitions made from1999 to 2001.PILLOWTEX CORP: Velvet Demo Asks Court to Protect Easement Rights-----------------------------------------------------------------Joseph M. Barry, Esq., at Young, Conaway Stargatt & Taylor, LLP,reminds the U.S. Bankruptcy Court for the District of Delawarethat in October 2003, it approved Velvet Demo's request to protectits contractual right to the Fiber Optic Easement. In December2004, the Court held that the sale of the Kannapolis Property toCastle & Cooke Kannapolis LLC would not be approved unless VelvetDemo's easement rights were guarded.Velvet Demo does not object to the sale provided its easementrights are reserved and protected by separate order of the Court.This resolution, Mr. Barry says, would benefit all parties andwould not prejudice the buyer, since Castle & Cooke hascontractually agreed to buy the Kannapolis Property subject toVelvet Demo's right to the Fiber Optic Easement.If the Debtors do not consent to protection of Velvet Demo'srights through a separate order, Mr. Barry asserts that PillowtexCorporation and the Official Committee of Unsecured Creditors'request for approval to negotiate an easement must be denied.The Debtors are attempting for the second time to deprive VelvetDemo of its rights under the First Amendment, this timepurportedly under Section 363(f)(4) of the Bankruptcy Code, Mr.Barry says.According to Mr. Barry, the dispute between the parties involvesa straightforward question of contract interpretation. Mr. Barrycontends that the Court must determine what rights Velvet Demoacquired to "the fiber-optic, data and communications ringsurrounding [the Property]" as that phrase is used in the FirstAmendment. Since this issue governs the determination of boththe request for easement and the complaint filed by the Debtorsagainst Velvet Demo & GGST LLC, Mr. Barry says, the two areinextricably linked and the Court should decide the issuesimultaneously with regard to both.The language of the First Amendment, the negotiations andrepresentations by the Debtors in entering into the FirstAmendment, and the existence of the Fiber Optic Ring on theKannapolis Property clearly demonstrate that the First Amendmentrefers to an easement over the Fiber Optic Ring.Mr. Barry contends that the Court should follow its priorrulings, uphold the protection given to Velvet Demo in the FirstAmendment Order pursuant to Section 363(m) of the BankruptcyCode, and refuse to allow Velvet Demo's contractually bargainedfor rights to be stripped away.In the alternative, to the extent the Court holds that VelvetDemo is not entitled to an easement over the Fiber Optic Ring,Velvet Demo asks the Court to rescind the First Amendment andAssumption Agreement, and return the parties to the position theyoccupied prior to entering into the First Amendment andAssumption Agreement. This includes, without limitation,returning the designation rights to the Plant I Complex asprovided under the asset purchase agreement with GGST, Mr. Barrysays. GGST Supports Velvet Demo's ObjectionGGST agrees with Velvet Demo's arguments. To the extent that theDebtors and Velvet Demo cannot reach agreement themselves, GGSTasks the Court to decide, in accordance with the terms of theAmendment, the precise contours of the Easement as soon aspossible. Castle & Cooke Supports Easement RequestAs previously reported, Castle & Cooke Kannapolis LLC enteredinto an agreement, dated as of December 15, 2004, for thepurchase the Kannapolis Property. Castle & Cooke may terminatethe agreement if the Debtors fail to obtain the Court's approvalof the sale by April 30, 2005.Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., inWilmington, Delaware, believes that the Debtors' papers amplyshow that an agreement to negotiate an easement to a fiber opticring "surrounding" the Kannapolis Property cannot be reconstruedas an easement to fiber optic cable running throughout theKannapolis Property. However, from Velvet Demo's objection, itis clear that a real and bona fide dispute exists over the scopeof the Debtors' obligations to negotiate easement, Mr. Collinsobserves.It seems likely, Mr. Collins says, that resolution of the disputethrough the adversary proceeding commenced by the Debtors willrequire extensive discovery and investigation into the intent ofthe parties. Mr. Collins notes that further delay in resolutionof the dispute, or acceptance of Velvet Demo's position, wouldseverely damage development of the Kannapolis Property.Mr. Collins argues that Velvet Demo incorrectly asserts thatCastle & Cooke is obligated to purchase the Kannapolis Property,notwithstanding the current dispute. Mr. Collins points out thatVelvet Demo's suggestion that the Court record an order placingthe Debtors' obligation to negotiate an easement with Velvet Demointo the public record, is inappropriate because: (1) Castle & Cooke's agreement is to proceed notwithstanding an unrecorded obligation to grant an easement; (2) Castle & Cooke entered into the agreement with the expectation that the exact scope of any easement would be resolved before closing. Indeed, as Velvet Demo's counsel noted at the time, it would be absurd for the closing to occur before the easement is negotiated, as the Debtors would no longer have an interest in the Kannapolis Property but would have the obligation to negotiate the easement; and (3) Even if Castle & Cooke was compelled to close, the Debtors would continue to suffer from the interference with development posed by Velvet Demo's position, as they continue to hold a one-third interest in development.According to Mr. Collins, Velvet Demo's proposal to "protect itsrights" not only goes far beyond any plausible definition of afiber optic ring "surrounding" the Kannapolis Property, it goesfar beyond any plausible definition of an "easement" suitable toVelvet Demo and reasonably acceptable to the Debtors. Even ifVelvet Demo was entitled to an easement to every inch of cable onthe Kannapolis Property, Mr. Collins says, nothing in theDebtors' agreements would forbid alteration or guaranteeunfettered access.Castle & Cooke, therefore, asks the Court to: (a) approve the Debtors and the Committee's request to negotiate an easement with Velvet Demo; (b) permit the sale free of whatever obligation that the Debtors may be determined to have through the pending adversary proceeding; and (c) permit development of the Kannapolis Property -- which is vital to the economic well-being of Kannapolis -- to proceed.Headquartered in Dallas, Texas, Pillowtex Corporation --http://www.pillowtex.com/-- sold top-of-the-bed products to virtually every major retailer in the U.S. and Canada. TheCompany filed for Chapter 11 protection on November 14, 2000(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under achapter 11 plan, and filed a second time on July 30, 2003 (Bankr.Del. Case No. 03-12339). The second chapter 11 filing triggeredsales of substantially all of the Company's assets. David G.Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., atMorris Nichols Arsht & Tunnel, represent the Debtors. OnJuly 30, 2003, the Company listed $548,003,000 in assets and$475,859,000 in debts. (Pillowtex Bankruptcy News, Issue No. 77;Bankruptcy Creditors' Service, Inc., 215/945-7000)PONDERSOSA PINE: Case Summary & 20 Largest Unsecured Creditors--------------------------------------------------------------Debtor: Pondersosa Pine Energy Partners, Ltd. 67 Park Place East Morristown, New Jersey 07960Bankruptcy Case No.: 05-21444Type of Business: The Debtor is a utility company that supplies electricity and steam.Chapter 11 Petition Date: April 8, 2005Court: District of New Jersey (Newark)Judge: Novalyn L. WinfieldDebtor's Counsel: Sharon L. Levine, Esq. Lowenstein Sandler PC 65 Livingston Avenue Roseland, New Jersey 07068 Tel: (973) 597-2500 Fax: (973) 597-2400Estimated Assets: $0 to $50,000Estimated Debts: $10 Million to $50 MillionDebtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------Brazos Electric Power Cooperative, Inc. $30,000,000c/o David Gamble & Sawmie A. McEntireBeirne Maynard Parsous, LLP1300 Post Oak Boulevard, Suite 2600Houston, TX 77056City of Cleburne $2,000,000c/o Scott PorterP.O. Box 75Cleburne, TX 76033Paul Hastings Janofsky & Walker, LLP $1,700,00075 East 55th StreetNew York, NY 10022Nixon Peabody $195,757437 Madison AvenueNew York, NY 10022GE Betz, Inc. $17,767P.O. Box 846046Dallas, TX 75284Skyhawk Chemicals, Inc. $10,361701 North Post Oak RoadHouston, TX 77024Boston Pacific Company, Inc. $1,3621100 New York Avenue NorthwestWashington, DC 20005ATMOS Pipeline Texas Unknown500 North Akard Street, LP 10-082Dallas, TX 75201Apache Unknown2000 Post Oak BoulevardHouston, TX 77056Energy Transfer Marketing Ltd. Unknown2838 Woodside StreetDallas, TX 75204John L. Wortham & Sons, LLP Unknown2727 Allen ParkwayHouston, TX 77251Kerseyboll Industrial, Inc. Unknown4224 West 7th Street, Suite 1Eugene, OR 97401Kimbalt Resources, Inc. Unknown10370 Richmond AvenueHouston, TX 77042North American Energy Services UnknownP.O. Box 94274Seattle, WA 98124RK Harris Unknown52 Leadenhall StreetLondonShannon Gracey Ratliff & Miller, LLP Unknown3700 Carter Burgess Plaza777 Main StreetForth Worth, TX 76102Shermco Industries, Inc. UnknownP.O. Box 5490545New York, NY 10004Siemens Westinghouse Power Corporation UnknownPalatine, IL 60055Vinson Process Controls UnknownP.O. Box 671389Dallas, TX 75267Williams Energy Marketing & Trading Company UnknownP.O. Box 848Tulsa, OK 74101PORTOLA PACKAGING: Feb. 28 Balance Sheet Upside-Down by $53.4 Mil.------------------------------------------------------------------Portola Packaging, Inc., reported results for its second quarterof fiscal year 2005, ended February 28, 2005. Sales were$63.1 million compared to $54.2 million for the same quarter ofthe prior year. For the first six months of fiscal 2005, saleswere $125.9 million compared to $114.0 million for the first sixmonths of fiscal 2004, an increase of 10.4%. Portola reported anoperating loss of $0.5 million for the second quarter of fiscalyear 2005, compared to an operating loss of $4.6 million for thesecond quarter of fiscal year 2004. For the first six months offiscal 2005, the Company had operating income of $1.0 millioncompared to an operating loss of $2.6 million for the first sixmonths of fiscal year 2004. Portola reported a net loss of $5.2million for the second quarter of fiscal year 2005 compared to anet loss of $10.8 million for the same period of fiscal year 2004,and a net loss of $6.9 million for the first six months of fiscal2005 compared to a net loss of $11.8 million for the same periodin fiscal 2004.The improvement of $5.6 million in the net loss for the secondquarter of fiscal year 2005 as compared to the same period infiscal year 2004 is primarily attributed to increased sales volumein Canada and Portola Tech International, reduced spending levels,a decrease in headcount and a decrease of $1.3 million inrestructuring costs. These improvements were partially offset byhigher legal expenses and lower foreign currency gains. Inaddition, in the second quarter of fiscal 2004, one time plantconsolidation and relocation expenses of $1.0 million and a $1.9million loss on the redemption of warrants were reported. About Portola Tech InternationalPortola Tech International -- http://www.techindustries.com/-- is a leading manufacturer and marketer of plastic packagingcomponents to the cosmetic, fragrance and toiletries industry.PTI's capabilities include injection and compression molding,thermal and ultraviolet metallizing, ultraviolet one coat spraytechnologies, silk screening, hot stamping, lining and multiplecomponent assembly. In addition to offering the largest stockline of closures in the industry, with over 450 styles and sizes,PTI has a complementary line of heavy wall PETG and polypropylenejars. About Portola Packaging, Inc.Portola Packaging -- http://www.portpack.com/-- is a leading designer, manufacturer and marketer of tamper evident plasticclosures used in dairy, fruit juice, bottled water, sports drinks,institutional food products and other non-carbonated beverageproducts. The Company also produces a wide variety of plasticbottles for use in the dairy, water and juice industries,including various high density bottles, as well as five-gallonpolycarbonate water bottles. In addition, the Company designs,manufactures and markets capping equipment for use in high speedbottling, filling and packaging production lines. The Company isalso engaged in the manufacture and sale of tooling and molds usedin the blow molding industry.At Feb. 28, 2005, Portola Packaging's balance sheet showed a$53.4 million of stockholders' deficit, compared to a $46.9million deficit at Aug. 31, 2004.RELIANCE GROUP: Still Unable to File Financial Reports with SEC---------------------------------------------------------------Paul W. Zeller, President and CEO of Reliance Group Holdings,Inc., tells the Securities and Exchange Commission in a Form 12b-25 filing on March 30, 2005, that RGH has been unable to completethe work necessary to issue audited financial statements forfiscal year 2000 or any subsequent fiscal year. Unless this workis completed and an audit opinion is issued, it will not bepossible to prepare a Form 10-K for the fiscal year endedDecember 31, 2004.Mr. Zeller notes that RGH has still not filed certain SEC-required reports over the last 12 months, namely, Form 10-Q forthe quarter ended March 31, 2004, Form 10-Q for the quarter endedJune 30, 2004 and Form 10-Q for the quarter ended September 30,2004.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. RelianceFinancial, in turn, owns 100% of Reliance Insurance Company.The holding and intermediate finance companies filed for chapter11 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 InsuranceCommissioner of the Commonwealth of Pennsylvania. (RelianceBankruptcy News, Issue No. 69; Bankruptcy Creditors' Service,Inc., 215/945-7000)RIVERSIDE FOREST: S&P Removes Ratings At Riverside's Request------------------------------------------------------------Standard & Poor's Ratings Services withdrew its 'B+' long-termcorporate credit and senior unsecured debt ratings on B.C.-basedRiverside Forest Products Ltd. at the request of the company. Atthe same time, Standard & Poor's removed its ratings on Riversidefrom CreditWatch where they were placed Aug. 26, 2004, followingthe acquisition of the company by privately held Tolko IndustriesLtd.RUTTER INC: Closes $11 Million Private Debt & Equity Placement--------------------------------------------------------------Rutter Inc. completed the arrangements for the $11 million privateplacement -- $10 million through a convertible debenturearrangement and $1 million through a concurrent equity offering."As indicated with the release of our year-end and Q1 financialstatements, Rutter has moved swiftly to resolve its workingcapital shortfall and, as important, replaced Bank of MontrealCapital Corporation and the Business Development Bank of Canadalong-term debt with new debentures," said Donald I. Clarke,Chairman and CEO of Rutter Inc. "This closes a difficult chapterin Rutter's history and, thanks to the confidence shown byshareholders who understand our business, we have the capital weneed to focus on making this Company's assets perform to theirfull potential," added Mr. Clarke. "We are very pleased with thisdeal as all shareholders stand to benefit from it."The offering was comprised of a private placement ofCDN$10,000,000 aggregate principal amount of 10% senior securedconvertible debentures maturing June 30, 2008, at a price ofCDN$1,000 per Debenture, and a private placement of an aggregateof 1 million subscription receipts at CDN$1.00 per SubscriptionReceipt.Each Subscription Receipt entitles its holder to acquire, for noadditional consideration, one common share of the Company (subjectto standard anti-dilution provisions). The Subscription Receiptoffering was substituted for the common share offering announcedin the Company's earlier Press Release of March 29, 2005. TheSubscription Receipts were sold to certain directors and officersof the Company, their associates and affiliates, and certain otherinvestors introduced by them, their participation being acondition of the Debenture offering. The proceeds of bothofferings are being held in escrow pending satisfaction of certainconditions, as described below.Each Debenture will be convertible at the holder's option intocommon shares of the Company at any time prior to maturity at aconversion price of $1.00 per common share. The conversion rightwill be subject to standard anti-dilution provisions. TheDebentures will not be redeemable except that Rutter will beentitled, for a period of 45 days following the date that is 12months following the Closing Date, to redeem up to $5 million ofthe principal amount of the Debentures on a pro rata basis at aprice equal to 102% of the principal amount of the Debentures plusaccrued and unpaid interest.In partial consideration for its services as agent for the privateplacement, the Company issued McFarlane Gordon Inc. 500,000compensation warrants, each being exercisable for one common shareof the Company at a price of CDN$1.00 per share (subject tostandard anti-dilution provisions) for a period of two years fromthe date of issuance. A cash commission of 6% of the proceeds ofthe Debenture offering and 3% of the proceeds of the SubscriptionReceipt offering was also paid.The net proceeds of the Debenture offering will be used to: (i) to repay all principal and interest owing to Bank of Montreal Capital Corporation and the Business Development Bank of Canada pursuant to certain issued and outstanding debentures of the Company in the aggregate principal amount of approximately $5,777,870 and (ii) for general working capital purposes.The net proceeds of the Subscription Receipt offering will be usedfor general working capital purposes.The exercise of the Subscription Receipts and the CompensationWarrants, and the release of the proceeds of the offerings issubject to the satisfaction of these conditions: (i) obtaining a court order permitting the Company to obtain a discharge of the security granted to the Current Lenders on paying into court the amounts in dispute; (ii) registering the security interests created by the Debentures; and (iii) obtaining all other necessary approvals, including conditional acceptance of the offerings by the Toronto Stock Exchange.The Company also agreed that if these conditions were notsatisfied by May 5, 2005, the proceeds of the offerings would beused to redeem the Debentures and the Subscription Agreements(with the Company paying any shortfall) and the CompensationWarrants would be void and of no effect. However, as the Companyhas satisfied all of these conditions as of April 13, 2005, itwill proceed to use the net proceeds as described above. Inaddition, the Subscription Receipts will now be deemed exercised,with no further action on the part of their holders, for 1 millioncommon shares of the Company.Donald Clarke, the Chairman and CEO of the Company, acquired400,000 Subscription Receipts, which, upon exercise, will increasehis holdings to 4,114,444 common shares, being approximately 11%of the issued and outstanding common shares of the Company. Mr.Clarke purchased Subscription Receipts in order to support theDebenture offering, and does not at present intend to acquireadditional common shares other than through the exercise of hisexisting stock options.As the maximum number of common shares issuable under thesetransactions may exceed the maximum number of securities issuablewithout security holder approval under the rules of TSX, Rutterapplied for and obtained from the TSX an exemption from thesecurity holder approval requirement provided for under section604(e) of the TSX Company Manual relating to financial hardship.This exemption was relied upon because much of the debt beingrefinanced by the proceeds of this financing was recently re-classified as short-term debt because the Company was in defaultof certain covenants and waivers of certain defaults were not madeavailable to the Company by the applicable lenders in a timelyfashion, creating some instability for the Company. Thisuncertainty was further reflected by the 'going concern'qualification contained in the Company's recently releasedfinancial statements. About Rutter Inc.Represented worldwide, Rutter Inc. -- http://www.rutter.ca/-- is a global enterprise focused on the business of providinginnovative, 21st century technologies and engineering solutionsthat improve the efficiency and safety of marine, transportationand other industrial operations. Key divisions are involved inproduct development and marketing, technology manufacturing andmultidisciplinary engineering services. * * *As reported in the Troubled Company Reporter on Mar. 17, 2005,certain management and insiders of Rutter Inc. remain subject tothe Management Cease Trade Order, which was requested by theCompany and granted on Jan. 19, 2005, by the securities regulatorsin Newfoundland and Labrador, Quebec, and Alberta.The reasons for the delay were primarily tied to unanticipateddelays in the final approval of significant change orders over andabove the original value of a $7.8 million project completed byour subsidiary, SEA Systems Limited. It also indicated that thesefinal approvals would enable the Company to establish the finalcontract value and the timing of recognition of the relatedrevenue.In a press release issued Feb. 28, 2005, Chairman and CEO, DonaldI. Clarke noted, among other things, that the audit of Rutter'sfinancial statements for the year ended August 31, 2004, issubstantially complete but the auditors were still reviewingdocumentation related primarily to SEA. Accordingly, Rutter saidit would not meet its most recently stated target date of March 5,2005. The revised date for release was to occur on or beforeMonday, March 14, 2005, with first quarter financial statements tobe released on or before Friday, March 18, 2005, which is withinthe sixty-day window contemplated in the granting of Rutter'smanagement cease trade order. UpdateThe Company has now concluded it will not be in a position torelease its Annual Financial Statements or its First QuarterFinancial Statements by Friday, March 18, 2005, as a result ofoutstanding waivers that are still required from certain of theCompany's lenders. Events of DefaultIn connection with the release of audited financial statements,the Company must obtain waivers in respect of certain defaultsunder debentures issued by the Company to BMO Capital Corporationand Business Development Bank of Canada. The defaults under theDebentures relate to certain financial ratios the Company mustmaintain relative to working capital and the relationship betweendebt and EBITDA (earnings before interest, taxes, depreciation andamortization). The waivers have been requested and the SecuredCreditors have advised that they will be appointing a consultantto assist them in assessing whether they will be granting thewaivers. Accordingly, the release of the Company's Annual andFirst Quarter Interim Financial Statements and the AnnualInformation Form will be further delayed until such time as thewaivers are obtained.SCORE MEDIA: Feb. 28 Balance Sheet Upside-Down by $7.4 Million--------------------------------------------------------------Score Media Inc. (TSX: Scr.sv) -- f/k/a Headline Media Group Inc.-- reported its financial results for the three- and six-monthsending Feb. 28, 2005.On Feb. 22, 2005, the Company's shareholders approved a change ofthe name of the Company to Score Media Inc. This new name betterreflects the Company's business focus, and captures thesubstantial brand equity of the Company's main operating asset -The Score Television Network."We are extremely pleased with the Company's operatingaccomplishments in the first half of fiscal 2005," said John Levy,Chairman and Chief Executive Officer. "The Score continues to growin popularity as Canada's home for "Hardcore" sports fans. Furtherthe Company is poised to capitalize on new sports mediaopportunities as we extend our brand in unique and innovativeways."Net income (loss) before interest, income taxes, depreciation andamortization is not a measure of performance under Canadian GAAP.Net income (loss) before interest, income taxes, depreciation andamortization should not be considered in isolation or as asubstitute for Net income (loss) prepared in accordance withCanadian GAAP or as a measure of operating performance orprofitability. Net income (loss) before interest, income taxes,depreciation and amortization does not have a standardized meaningprescribed by GAAP and is not necessarily comparable to similarmeasures presented by other companies.The Company uses Net income (loss) before interest, income taxes,depreciation and amortization to remove acquisition and investmentrelated charges (such as depreciation and amortization),discontinued operations, and income taxes which in the Company'sview do not adequately reflect its core operating results and is astandard measure that is commonly reported and widely used in theindustry to assist understanding and compare operating results. Consolidated ResultsThe selected financial data of the Corporation as it relates tothe two years ended February 28, 2005, is derived from the auditedfinancial statements of the Corporation.Three Months Ended February 28, 2005Revenue for the second quarter increased by $1.2 million to$5.6 million compared to $4.4 million in the prior year. Thisincrease was largely due to greater television subscriber revenuereflecting the effects of a new wholesale rate structure that wasimplemented with several broadcast distribution undertakings inthe first and second quarters of fiscal 2005. Advertising revenueduring the second quarter was comparable to the prior year,despite the adverse effect of a National Hockey League strike thataffected other sports specialty television networks. The Scorewas successful in identifying, producing and marketing several newlive event sports programs, as well as launching new newsprograms, which together sustained advertising revenue during afiscal quarter where other networks reported advertising declines.Operating expenses excluding rights fees were $4.5 million duringthe quarter, compared to $4.2 million in the prior year,representing an increase of $0.3 million. This increase resultedfrom substantially higher expenses associated with federal tariffsfor music rights, greater CRTC license fees, increasedcompensation costs, and greater occupancy costs resulting from anew property lease at The Score's facilities.Program rights expenses were $0.4 million during the quarter,compared to $0.2 million in the prior year. The increase inprogram rights at The Score reflects higher program rights feesfor Toronto Raptors basketball as well as NCAA basketball.Net income from continuing operations before interest, incometaxes, depreciation and amortization was $0.7 million during thequarter, an improvement of $0.7 million from $20 thousand in thesame period last year.Interest expense for the second quarter of approximately$0.3 million was comparable to the prior year.Depreciation and amortization expense of $0.3 million in thesecond quarter was comparable to the prior year. For the secondquarter, fixed asset additions were approximately $0.6 millioncompared to nil in the prior year.Net income from discontinued operations for the three months endedFebruary 28, 2005 was nil, a decrease of $117,000 from a profit of$117,000 in the same period last year. The prior year amountreflects the financial results of St. Clair Group Investments Inc.whose operations were substantially restructured, and ultimatelydiscontinued in October 2004 as a result of certain sportsmarketing contracts which were not renewed.Net income for the three months ended February 28, 2005 was$0.2 million or $0.01 per share based on a weighted average 82.8million Class A Subordinate Voting Shares and Special VotingShares outstanding, an improvement of $0.7 million from a loss of$0.5 million or ($0.01) per share based on a weighted average 82.6million Class A Subordinate Voting Shares and Special VotingShares outstanding in the prior year.Six Months Ended February 28, 2005Revenues for the six months ended February 28, 2005 increased to$11.6 million from $9.6 million for the same period last year, anincrease of $2.0 million. Advertising revenues for the six monthsended February 28, 2005 were comparable to the prior year.Subscriber fee revenue increased by $2.0 million, due to theeffects of a new wholesale rate structure that was implementedwith several broadcast distribution undertakings in the first andsecond quarters of fiscal 2005.Operating expenses excluding rights fees were $9.2 million for thesix months ended February 28, 2005 compared to $8.4 million in theprior year, representing an increase of $0.8 million. Thisincrease resulted from the same issues described above; namelysubstantially greater expenses associated with federal tariffs formusic rights, greater CRTC license fees, increased staffing andgreater occupancy costs resulting from a new property lease at TheScore's facilities.Program rights were $0.7 million during the six month period endedFebruary 28, 2005, compared to $1.5 million in the prior year.Certain program rights for the six month period ended February 28,2005 increased for live events such as Toronto Raptors basketballand NCAA basketball, but decreased overall, reflecting lowerprogram rights fees on World Wrestling Entertainment properties aswell as lower program rights costs for other programs.Net income from continuing operations before interest, incometaxes, depreciation and amortization for the six months endedFebruary 28, 2005 was $1.7 million, compared with a loss of $0.4million for the same period last year, resulting in an improvementof $2.1 million.Interest expense for the six month period ended February 28, 2005was $0.5 million compared to the $0.6 million in the prior year.The decrease of approximately $0.1 million reflects lowerborrowings of bank debt and related party debt due to improvedcash flow from operations and cash proceeds from the sale ofPrideVision's Canadian operations in the prior year.Depreciation and amortization expense for the six month periodended February 28, 2005 was $0.6 million compared to $0.7 millionin the prior year. For the six month period ended February 28,2005, fixed asset additions were approximately $1.1 millioncompared to $0.7 million in the prior year.Net income from discontinued operations for the Company for thesix months ended February 28, 2005 was nil, a decrease of $40,000from a profit of $40,000 in the same period last year. The latteramount reflects the financial results of both St. Clair GroupInvestments Inc. whose operations were substantially restructuredand ultimately discontinued in October 2004 as well as the resultsof PrideVision's operations, which were discontinued on November28, 2003.Net income for the six months ended February 28, 2005 was $0.7million or $0.00 per share based on a weighted average 82.8million Class A Subordinate Voting Shares and Special VotingShares outstanding, compared to a net loss of $1.6 million or($0.02) per share based on a weighted average 82.6 million Class ASubordinate Voting Shares and Special Voting Shares outstanding inthe prior year. Liquidity and Capital ResourcesCash flows provided by continuing operations for the three monthsended February 28, 2005 were $0.6 million compared to cash flowsused in continuing operations of $0.1 million in the prior yearreflecting significantly improved income from continuingoperations in the current year. Cash flows used in discontinuedoperations were $16,000 compared to cash flows used indiscontinued operations of $45,000 in the prior year.Cash flows used in continuing operations for the six months endedFebruary 28, 2005, were $96,000 compared to cash flows provided bycontinuing operations of $54,000 in the prior year reflectingsignificantly improved income from continuing operations in thecurrent year offset by negative working capital movements. Cashflows provided by discontinued operations for the six months endedFebruary 28, 2005 were $0.3 million compared to cash flows used indiscontinued operations of $0.3 million in the prior year.For fiscal 2005, the Company anticipates that cash flows providedby operations will increase compared to fiscal 2004 based onanticipated increases in both advertising and subscriber revenueswith more moderate increases in operating expenses. The Companyhas sufficient working capital lines of credit to support itsoperations and anticipates that these lines of credit will besuccessfully refinanced on the maturity dates discussed below.Cash flow from financing activities was nil for the three monthsended February 28, 2005 and for the comparable period in the prioryear. Cash flow provided by financing activities was $0.5 millionfor the six ended February 28, 2005 compared to nil for thecomparable period in the prior year. During the six months endedFebruary 28, 2005, the Company drew down $0.9 million from acredit facility provided by Levfam Finance Inc. but paid down itsbank loans by $0.4 million.The Company has a bank credit facility and a secured standbycredit facility currently authorized in the amount of$16.3 million. Both facilities, which are classified as currentliabilities, mature on August 31, 2005. The Company anticipatesthat it will be able to refinance both of these facilities on orbefore their respective maturity dates.Cash flow used in investment activities for the three months endedFebruary 28, 2005 was $0.6 compared to cash flow used ininvestment activities of $0.2 million in the prior year. Thedecrease in cash flow from investment activities reflectsincreased fixed asset additions. The fixed asset additions relateto capital expenditures to expand and improve programming andproduction facilities at The Score Television Network. For theentire fiscal 2005 year, the Company anticipates that expenditureson new and replacement fixed assets will be approximately$1.8 million, which can be financed by cash flows from operations.Other than the credit facilities described below, the Company hasno other financial instruments and thus believes that there are noprice, credit or liquidity risks that it could be subject to fromsuch instruments.The following is a summary of the significant financing activitiesundertaken by the Company during the years ended August 31, 2004to secure financing for its ongoing business operations:The ScoreIn April 2004, the Company's subsidiary, The Score, amended itsbank credit facility, which was initially established December2001. The amended bank credit facility allows The Score to borrowup to $14.0 million by way of prime rate loans, bankers'acceptances or letters of guarantee. The bank credit facilitymatures August 31, 2005. Prime rate loans bear interest at theprime rate plus 3.25%. Bankers' acceptances bear interest atbankers' acceptances rates plus 4.25%.Loans under the bank credit facility are secured by a pledge ofsubstantially all of the assets of The Score, including the pledgeof The Score shares and the subordination and pledge ofshareholder loans and inter- company debt from the Company to TheScore. The loans are secured and are pledged and subordinated tothe credit facility.The provisions of the amended bank credit facility imposerestrictions on The Score, the most significant of which are debtincurrence and debt maintenance costs, restrictions on additionalinvestments, sales of assets, payment of management fees or otherdistributions to shareholders, restrictions on entering into newor renewed programming rights agreements, and the maintenance ofcertain financial covenants. Financial covenants include meetingminimum earnings before interest, taxes, depreciation andamortization (EBITDA), maximum capital expenditure amounts andminimum aggregate free cash flow. In addition, the agreement has anumber of events of default, including solvency tests for theCompany and The Score. The Score maintained compliance with allof its financial covenants and other restrictions during fiscal2004 and the first and second quarters of fiscal 2005. As atFebruary 28, 2005, $11.5 million of the available $14.0 millionbank credit facility had been drawn.The Score is prohibited under the bank credit facility fromadvancing funds to the Company other than for services provided inthe ordinary course of business. The Score and the Company havesufficient financial resources to finance their respectiveoperations for fiscal 2005. With the financing arrangementscurrently in place and the anticipated refinancing of The Score'sbank credit facility that matures on August 31, 2005 to beavailable to finance the consolidated operations, the Companybelieves that there are sufficient resources to fund operations.Score MediaIn April 2002, the Company entered into a secured standby creditfacility of up to $2.3 million with Levfam Finance Inc., a companyrelated by virtue of common control. The credit facility wassubsequently amended in November 2002 and August 2003 and nowmatures on August 31, 2005. The credit facility bears interest at12% per annum. The standby credit facility is secured by a firstcharge over all of the Company's assets, with the exception of itsshares in The Score and St. Clair Group Investments Inc. As atFebruary 28, 2005, $0.9 million of the credit facility had beendrawn and accrued interest of $0.2 million on this facility wasoutstanding.The Company's successful execution of its business plan isdependant upon a number of factors that involve risks anduncertainties In particular, revenues in the specialty televisionindustry, including subscription and advertising revenues aredependant upon audience acceptance, which cannot be accuratelypredicted.Related Party TransactionsThe Company and Levfam Finance Inc. are related by virtue ofcommon control. Levfam Finance Inc. has provided a creditfacility to Score Media, its parent company.Interest on the Levfam Finance Inc. credit facility to Score Mediaamounted to approximately $27,000 during the three months endedFebruary 28, 2005 compared to approximately $38,000 in thecorresponding quarter of the prior year. Interest on the LevfamFinance Inc. credit facility during the six months ended February28, 2005 amounted to $37,000 compared to $75,000 in thecorresponding period of the prior year.During the three months ended February 28, 2005 the Companyretained legal services from a firm, one of whose partners is adirector of the Company. These services were provided in theordinary course of business and the fees for services renderedamounted to approximately $8,000 the three months endedFebruary 28, 2005, compared to nil for the three months endedFebruary 29, 2004. For the six month period ended February 28,2005, the total for services rendered amounted to approximately$30,000, compared to $20,000 in the corresponding period of theprior year.A second director provided consulting services for the Companyduring the three months ended February 28, 2005 and receivedapproximately $5,000 for such services, compared to $3,000 in thecorresponding quarter of the prior year. For the six month periodended February 28, 2005, the total for services rendered amountedto approximately $17,000, compared to $6,000 in the correspondingperiod of the prior year. All related party transactions have beenrecorded at their fair values.Contractual ObligationsThe Company has no debt guarantees, capital leases or long-termobligations other than loans which are disclosed on theConsolidated Balance Sheets as at February 28, 2005, andAugust 31, 2004.Stock-based compensation and other stock based paymentsIn 2003, the CICA amended Handbook Section 3870, "Stock-basedCompensation and Other Stock-based Payments", to require therecording of compensation expense on the granting of all stock-based compensation awards, including stock options to employees,calculated using the fair value method. The Company adopted thisstandard on September 1, 2004.In accordance with the transition rules, the Company determinedthe fair value of stock options granted to employees sinceSeptember 2002, using the Black-Scholes Option Pricing model.Prior periods were not re-stated and the Company recorded anadjustment to its opening deficit in the amount of $74,000representing the expense for the 2003 and 2004 fiscal year. Theoffset to the deficit is an increase in contributed surplus. Theestimated impact of adopting this accounting standard in 2005 willbe an increase in compensation expense of approximately $120,000for fiscal 2005. For the three month period ended February 28,2005, an expense with respect to stock-based compensation in theamount of $38,000 has been recorded. In the six month periodending February 28, 2005, a total expense of $59,000 has beenrecorded. About Score Media Inc.Score Media Inc. (TSX: Scr.sv) is a media company focused on thespecialty television sector through its main asset, The ScoreTelevision Network. The Score is a national specialty televisionservice providing sports, news, information, highlights and liveevent programming, available across Canada in over 5.5 millionhomes.At Feb. 28, 2005, Score Media's balance sheet showed a $7,368,000stockholders' deficit, compared to a $8,094,000 deficit atAug. 31, 2004.SOLUTIA INC: Assumes Amended Ashley Warehouse Lease---------------------------------------------------Solutia, Inc., and its debtor-affiliates sought and obtained theauthority of the U.S. Bankruptcy Court for the Southern Districtof New York to amend and assume a certain lease with AshleyBrownstown South, LLC, which relates to Solutia's lease ofwarehouse space in Brownstown Township, Michigan.On February 11, 1999, Ashley leased to Solutia a 275,886-squarefoot warehouse space at 19881 Brownstown Center Drive, Suites 820and 850, in Brownstown Township, Michigan. The Lease will expireon October 31, 2009, with monthly rent of $93,173.M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in NewYork, relates that the Premises are located near Solutia'sTrenton, Michigan plant, where Solutia's performance productsdivision manufactures Saflex(R). Saflex(R) is a protectiveinterlayer material made of polyvinyl butyral used by glassmanufacturers and laminators, especially for the automotive andarchitectural sectors, to enhance the performance and appearanceof glass products. Saflex is a very profitable component of theSolutia Group's performance films division. Due to its uniquecharacteristics, Saflex must be stored in a refrigerated space.The Premises have been specifically outfitted for this type ofstorage, and their proximity to the Trenton Plant facilitatesSolutia's ability to transport and store the Saflex that itproduces. Solutia primarily uses the Premises for stagingmaterial prior to shipping and also for housing a stock ofinventory. The Debtors use the Premises as the primary NorthAmerican distribution center for Saflex.The ability to safely and efficiently store Saflex and preparedistribution to customers near the Trenton Plant is crucial tofacilitating the Debtors' ability to satisfy customer demands,Ms. Labovitz says. Because of the need for refrigerated warehousespace close to the Trenton Plant, and because the coolersnecessary for refrigeration installed in the Premises are owned bySolutia and would be very difficult and expensive to move, it wasvery likely that Solutia would have assumed the Lease at some timeduring its Chapter 11 case whether or not Ashley was willing toamend the contract. Amendment to the LeaseThe parties agree to amend the Lease to extend the term by 18months so that it would now expire in April 2011. If there arechanges in Solutia's business which affect its need for warehousespace, the Amended Lease retains Solutia's right to reduce itsspace commitments -- the original Lease provides Solutia aone-time option to reduce the Premises, either by 170,824 squarefeet or 105,062 square feet, upon the payment of a fee to Ashleyto reimburse Ashley for its costs. The Amended Lease retainsthese options but extends their exercise date to Sept. 30, 2008.The Amended Lease also reduces the cost of leasing the Premises,effective as of January 1, 2005. Solutia believes that thereduction in rent will result in savings of $540,000, reducingcost by 7.5% over the life of the Amended Lease.Solutia and Ashley agree that there are no outstanding prepetitionamounts due and owing under the Lease. Furthermore, Solutiabelieves that adequate assurance of future performance under theAmended Lease is provided by its operational credibility andhistory of dealings with Ashley.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 abroad range of consumer and industrial applications. The Companyfiled for chapter 11 protection on December 17, 2003 (Bankr.S.D.N.Y. Case No. 03-17949). When the Debtors filed forprotection from their creditors, they listed $2,854,000,000 inassets and $3,223,000,000 in debts. Solutia is represented byConor D. Reilly, Esq., and Richard M. Cieri, Esq., at Gibson,Dunn & Crutcher, LLP. (Solutia Bankruptcy News, Issue No. 36;Bankruptcy Creditors' Service, Inc., 215/945-7000)SPIEGEL INC: Eddie Bauer Appoints Timothy McLaughlin as CFO-----------------------------------------------------------Timothy McLaughlin will join Eddie Bauer as senior vicepresident, chief financial officer and that Shelley Milano hasbeen named senior vice president, general counsel and secretaryof the company.As CFO, Mr. McLaughlin, 48, will be responsible for financialplanning, analysis and oversight of the company's investorrelations and compliance activities. Most recently, he served asvice president and corporate controller at AT&T Wireless Services,Inc. Prior to AT&T, his professional experience includes keyfinancial positions at Sybios Logic, NCR Corporation and UnionCarbide Corporation. He will report to President and ChiefExecutive Officer Fabian Mansson.Ms. Milano, 48, will be responsible for directing the legalaffairs of the company and serving as the secretary to the Boardof Directors. With more than 20 years of experience serving asgeneral counsel in retail and corporate environments, Ms. Milanomost recently held the position of executive vice president andgeneral counsel for Starbucks Coffee Company, where she ledlegal, human resources and corporate social responsibility. Shealso previously served as general counsel for Honda of AmericaManufacturing Inc.She will report to Mr. Mansson."As Eddie Bauer prepares to emerge from the restructuring processas a stand-alone company, I am pleased to welcome Tim and Shelleyto our senior management team. They both bring extensiveexperience from world-class organizations that will be a greatasset as we look to exceed the expectations of our customers,"said Mr. Mansson.The company also announced today that Kurt Petonke, 43, has beenpromoted to the open position of divisional vice president, men'smerchandising from the position of merchandise manager, knits andsweaters and Maureen Pavlovich, 38, has been promoted to the newposition of divisional vice president, accessories and field andgear from her current position merchandise manager, bottoms anddenim. Mr. Petonke will report to Kathy Boyer, senior vicepresident and chief merchandising officer. Ms. Pavlovich willreport to Kim Rice, vice president, women's and field and gear."Kurt and Maureen bring an understanding of the Eddie Bauer brand,passion and leadership to these important roles. As we lookforward, we have identified men's and accessories as criticalareas of brand differentiation and evolution. Their experience increating compelling merchandising strategies will ensure success,"said Mr. Mansson.As key component of The Spiegel Group's Plan of Reorganization isthe formation of a new corporate structure around the Eddie Bauerbusiness. Upon emergence, Eddie Bauer Holdings, Inc., will be thenew parent company of Eddie Bauer and its subsidiaries and otheraffiliated support operations. About Eddie BauerEddie Bauer is a premium outdoor-inspired casual wear brandoffering distinctive clothing, accessories and home furnishingsfor men and women that reflect a modern interpretation of thecompany's unique outdoor heritage. In its 83-year history, EddieBauer has evolved from a single store in Seattle to a tri-channel, international company with more than 400 stores, 95million catalogs and online Web sites: http://www.eddiebauer.com/and http://www.eddiebaueroutlet.com/ Eddie Bauer operates stores in the U.S. and Canada.Headquartered in Downers Grove, Illinois, Spiegel, Inc. --http://www.spiegel.com/-- is a leading international general merchandise and specialty retailer that offers apparel, homefurnishings and other merchandise through catalogs, e-commercesites and approximately 560 retail stores. The Company filed forChapter 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 theirrestructuring efforts. When the Company filed for protection fromits creditors, it listed $1,737,474,862 in assets and$1,706,761,176 in debts. (Spiegel Bankruptcy News, Issue No. 42;Bankruptcy Creditors' Service, Inc., 215/945-7000)STILE CONSOLIDATED: Various Risks Prompt S&P to Hold Ratings------------------------------------------------------------Standard & Poor's Ratings Services affirmed its ratings, includingits 'B+' long-term corporate credit rating, on Stile ConsolidatedCorp. (a newly formed holding company), and its newly formedsubsidiaries, Stile U.S. Acquisition Corp., and StileAcquisition Corp. The affirmation follows the closing of theacquisition (and related financing) of Masonite InternationalCorp. The outlook is stable.In addition, Standard & Poor's has withdrawn its ratings onMasonite International, as well as various preliminary ratings onthe Stile Group of Companies due to debt restructuring on theclosing of the deal. Stile U.S. Acquisition Corp. and StileAcquisition Corp. will be the borrowers under the new bankfacility. All debt will be cross-guaranteed by the subsidiaries,and the parent, Stile Consolidated."Although the capitalization structure has changed, the totalamount of debt remains the same and in our view, the creditquality remains the same," said Standard & Poor's credit analystDan Parker. The ratings on Stile Consolidated and itssubsidiaries reflect the company's very aggressive debt leverageand narrow product focus, and its exposure to the cyclical housingand home renovation markets. These risks are partially offset bythe company's leading position as the largest door manufacturer inthe world, and adequate profitability and cash flow generation.The company's US$1.175 billion secured bank credit facility israted 'BB-', which is one notch above the long-term corporatecredit rating. The preliminary ratings for a senior unsecurednotes offering, and a senior subordinated notes offering have beenwithdrawn, as these notes will not be issued. Instead, thecompany will partially finance the transaction with an18-month US$770 million senior subordinated bridge loan. Thebridge loan is not rated by Standard & Poor's.The outlook on Stile Consolidated and its subsidiaries is stable.Although the credit metrics are somewhat aggressive for theratings, the company's existing business, in addition to thepotential for growth and margin improvement, should help itmaintain stable credit metrics.Nevertheless, debt leverage is considered very aggressive and anyweakening of the credit metrics caused by additional debt ordecreased cash flow generation could lead to a negative ratingsaction.TECO AFFILIATES: Majority of Creditors Vote to Accept Ch. 11 Plan-----------------------------------------------------------------Kurtzman Carson Consultants, LLC, tabulated all ballots cast onthe Joint Plan of Reorganization for Union Power Partners, L.P.,Panda Gila River, L.P., Trans-Union Pipeline, L.P. and UPP FinanceCo., LLC. Jason J. Scott, Senior Bankruptcy Consultant atKurtzman, submitted the voting results on April 4, 2005.A summary of the voting results indicate that more than two-thirds in amount and one-half in number of claims in all Classeshave voted to accept the Plan: Members % of Members % of Class Accepting Accepting Rejecting Rejecting ----- --------- --------- --------- --------- UPP Class 4 32 94.12 2 5.88 UPP Class 5 33 94.29 2 5.71 UPP Class 7 2 100.00 0 0.00 PGR Class 4 32 94.12 2 5.88 PGR Class 5 33 94.29 2 5.71 PGR Class 7 2 100.00 0 0.00 TU Class 4 32 94.12 2 5.88 TU Class 7 2 100.00 0 0.00 FC Class 4 32 94.12 2 5.88 Amount % of Amt Amount % of Amt Class Accepting Accepting Rejecting Rejecting ----- --------- --------- --------- --------- UPP Class 4 $490,825,484 89.24 $59,174,517 10.76 UPP Class 5 279,047,699 93.25 20,188,368 6.75 UPP Class 7 0 100.00 0 0.00 PGR Class 4 553,294,183 89.24 66,705,820 10.76 PGR Class 5 269,713,983 92.02 23,395,571 7.98 PGR Class 7 0 100.00 0 0.00 TU Class 4 1,405,628,454 89.24 169,464,276 10.76 TU Class 7 0 100.00 0 0.00 FC Class 4 1,405,628,454 89.24 169,464,276 10.76UBS AG's ballot, assigned Ballot No. 73, which was received onMarch 22, 2005, was not tabulated because its claim was listed inthe Schedules of Assets and Liabilities as contingent,unliquidated, or disputed and a proof of claim was not timelyfiled.Mr. Scott attests that the information concerning thedistribution, submission and tabulation of Ballots in connectionwith the Plan is true and correct. The Ballots received byKurtzman Carson are stored at its office and are available forinspection by or submission to the Court.Panda Gila River, L.P., Union Power Partners, L.P., Trans-UnionPipeline, L.P., and UPP Finance Co., LLC --http://www.tecoenergy.com/-- own and operate the two largest combined-cycle natural gas generation facilities in the UnitedStates. The Debtors filed for bankruptcy protection on Jan. 26,2005 (Bank. D. Ariz. Case No. 05-01143, and 05-01149 through05-01151). Craig D. Hansen, Esq., Thomas J. Salerno, Esq., andSean T. Cork, Esq., at Squire, Sanders & Dempsey L.L.P., representthe Debtors in their restructuring efforts. When the Debtorsfiled for protection from their creditors, they listed$2,196,000,000 in total assets and $2,268,800,000 in total debts.(TECO Affiliates Bankruptcy News, Issue No. 8; BankruptcyCreditors' Service, Inc., 215/945-7000)TECO AFFILIATES: Resolves Regency Intrastate's Objection to Plan----------------------------------------------------------------Regency Intrastate Gas LLC is a party to certain executorycontracts with Union Power Partners LP and Trans-Union InterstatePipeline LP. Regency argues that certain provisions in theDebtors' Joint Plan of Reorganization relating to executorycontracts violate Sections 365(d)(2), 1123(b)(2), and 1129(a)(1)of the Bankruptcy Code.Section 1123(b)(2) provides that "a plan may -- subject toSection 365 -- provide for the assumption, rejection, orassignment of any executory contract or unexpired lease of thedebtor not previously rejected under such section."Section 365(d)(2) provides, in relevant part, that the Debtors"may assume or reject an executory contract . . . at any timebefore confirmation of a plan . . . ."Although Section 7.1 of the Joint Plan purports to comply withthe provisions of Section 365(d)(2) by providing that entry ofthe Confirmation Order "shall constitute approval of suchassumptions and rejections," Josiah M. Daniel, III, Esq., atVinson & Elkins LLP, in Dallas, Texas, points out that the Plan'sSection 7.4 provisions contradict the language of Section 7.1 byostensibly permitting the Debtors to change their minds regardingthe assumption or rejection of any executory contract at any timeprior to the Effective Date.The Plan also provides that if the Effective Date does not occurwithin 60 days after the Confirmation Date, "the ConfirmationOrder will be vacated by the Bankruptcy Court," "upon motion bythe Debtors and upon notice to such parties in interest as theBankruptcy Court may direct." In the event that the ConfirmationOrder is vacated, the Joint Plan then provides that "the timewithin which the Debtors may assume and assign or reject allexecutory contracts and unexpired leases shall be extended for aperiod of 30 days after the date the Confirmation Order isvacated."Mr. Daniel tells the U.S. Bankruptcy Court for the District ofDelaware that this notation is found on Plan Schedule 7.1 filed bythe Debtors on March 22, 2005: "This list is a non-exclusive list and the Debtors reserve the right at any time to make additions and deletions to this Plan Schedule 7.1 before the completion of hearings on confirmation of the Plan."While this reservation appears to be in compliance with therequirements of Section 365(d)(2) that the Debtors assume orreject executory contracts "at any time before the confirmationof a plan," it is contradictory to the reservation in the Plan ofthe Debtors' right to assume or reject executory contracts at anytime prior to the Effective Date, which, under the Plan, canoccur as late as 60 days after the confirmation order has beenentered or not at all.Mr. Daniel asserts that Regency's contracts with the Debtors arenot listed on Plan Schedule 7.1, and the Debtors have not filed aseparate request to assume or reject Regency's contracts.The Debtors' attempt, under the Joint Plan, to extend the timefor their decision to assume or reject any executory contract to"any time prior to the Effective Date," or, if the Effective Datedoes not occur, to a date "30 days after the date theConfirmation Order is vacated" does not comply with therequirement under Section 365(d)(2) that the Debtors "assume orreject an executory contract . . . at any time before theconfirmation of a plan . . . ."Mr. Daniel argues that because it does not comply with Section365(d)(2), the Joint Plan does not "comply with applicableprovisions [of the Bankruptcy Code]" as required by Section1129(a)(1).However, Mr. Daniel believes that the violation may be easilyremedied by simply deleting the insupportable provisions so as tocomply with Sections 365(d)(2) and 1123(b)(2). * * *Craig D. Hansen, Esq., at Squire, Sanders & Dempsey LLP, inPhoenix, Arizona, advised the Court at the hearing on April 5,2005, that Regency's objection has been resolved and astipulation will be filed accordingly.Panda Gila River, L.P., Union Power Partners, L.P., Trans-UnionPipeline, L.P., and UPP Finance Co., LLC --http://www.tecoenergy.com/-- own and operate the two largest combined-cycle natural gas generation facilities in the UnitedStates. The Debtors filed for bankruptcy protection on Jan. 26,2005 (Bank. D. Ariz. Case No. 05-01143, and 05-01149 through05-01151). Craig D. Hansen, Esq., Thomas J. Salerno, Esq., andSean T. Cork, Esq., at Squire, Sanders & Dempsey L.L.P., representthe Debtors in their restructuring efforts. When the Debtorsfiled for protection from their creditors, they listed$2,196,000,000 in total assets and $2,268,800,000 in total debts.(TECO Affiliates Bankruptcy News, Issue No. 8; BankruptcyCreditors' Service, Inc., 215/945-7000)TFM S.A.: Moody's Assigns B2 Rating to New $460MM Sr. Unsec. Notes------------------------------------------------------------------Moody's Investors Service assigned a B2 rating to $460 million ofnew senior unsecured notes expected to be issued by TFM, S.A. deC.V. to fund the tender for its existing 11.75% Notes. Moody'salso affirmed the ratings on TFM's other rated debt. The ratingoutlook is negative.The rating favorably reflects the value of TFM's geographicallyattractive railway concession in Mexico and the importance of thatrailway system for U.S./Mexican trade, as well as TFM's record ofoperating success and free cash flow under private ownership. Theconsiderably improved clarity of TFM's governance and operatingstrategy now that the company is controlled by a single railroadoperator also supports the rating. These positives are balancedby TFM's highly leveraged capital structure and weaker than peerfinancial performance during the current economic upturn.The negative outlook particularly reflects: * TFM's comparatively higher exposure to the US automotive industry and the impact of near-term uncertainty for auto production levels on TFM's results; * the expectation of higher levels of capital investment which will limit free cash flow for debt paydown; * the potential for slower growth of US imports from Mexico in favor of other lower-cost sourcing of manufactured goods; and * the potential for additional funding should the Mexican Government put its 20% ownership interest in TFM to Grupo TFM (TFM's parent).The rating could be pressured down if TFM is not able to achievethe targeted operational and financial benefits from its newownership structure (now estimated at approximately $25 millionincluding interest savings), if EBIT to interest falls below 1.1xor Adjusted debt to EBITDAR exceeds 5.5x (from 4.5x at FYE 2004),or if the resolution of the put of TFM stock held by the MexicanGovernment leads to any increase in TFM's debt level.Also, the ratings reflect TFM's current debt structure in whichall obligations rank pari-passu on a senior unsecured basis. Theindenture for the new notes provides a carve-out for securedindebtedness and any change in relative priority of claim in thecompany's capital structure due to the creation of a secured classof debt could adversely affect the rating of the senior unsecuredobligations.Kansas City Southern ('KCS'; senior implied at B1, negativeoutlook) has acquired control of TFM's operations following KCS'recent purchase of the Grupo TFM shares previously held by GrupoTMM. This considerably simplifies the ownership of TFM's railwayoperations, and should be beneficial to the company's near-termfinancial performance. Some portion of TFM's recent financialunderperformance can be traced to operating management beingdistracted by disagreement over control of the railway between KCSand its former partner, in Moody's view. KCS' control, as arailway operator whose own rail network connects to TFM's, shouldconsiderably improve the oversight of TFM operations and couldlead to adding additional rail operating management or systems atTFM.KCS intends to replace TFM's 11.75% bonds (which are callable)with the new debt at the lower prevailing market interest rates.The immediate effect of the Tender Offer and the new Notes, ifcompleted, will be to improve TFM's interest coverage metrics andfree cash flow. Over the near-term, TFM is likely to refinancethe bank Term Loan to improve flexibility and provide additionalliquidity. TFM's existing Term Loan is amortizing with another$33 million principal payment due in September, 2005. Stabilityin the ownership of TFM with the better visibility of strategy andoperations, should provide TFM with more efficient access to thecapital markets.TFM's adjusted debt level remains high at approximately$1.25 billion, including balance sheet debt of $883 million as ofFYE 2004. Further, we expect the company to increase capitalspending over the intermediate term, as capital investment wascomparatively light in recent years. While we expect the companyto continue to be free cash flow positive, the rate of debtreduction could be less than that achieved in the recent past.However, excluding the amortization of the existing bank termloan, which we anticipate will be refinanced shortly, TFM's nextdebt maturity is in 2007.TFM has a relatively high exposure to the US auto sector as manyof the more recently constructed assembly plants are on TFM's raillines. While recovery of other cyclical segments such aschemicals and agribusiness has more than offset the decline inauto traffic, TFM's large auto exposure is likely to negativelyaffect TFM's financial results for some time. More broadly, TFM'svolume is highly related to the level of US/Mexico trade. Whiletrade has recovered somewhat during 2004, recent growth rates havebeen less than historic levels as US importers have moved sourcingto other countries with even lower production costs than Mexico.Thus, despite TFM's low operating costs, this sourcing decision byUS operators remains an important long term risk to TFM'sfinancial performance.As TFM's bonds will not be guaranteed or directly supported byKCS, Moody's will continue to evaluate TFM's debt ratings on astand-alone basis. Maintenance of the rating will requireavailability of financial information of TFM on an ongoing basis.We do recognize, however, that KCS has made a considerableincremental investment in TFM over time, and acquired control ofTFM after protracted negotiations with its former partner.Also, not only does control over TFM's operations afford KCS theopportunity to offer shippers longer single line service, butcontrol over the Mexican operation does make KCS a somewhat moreattractive investment candidate itself. Nonetheless, Moody'snotes that KCS has limited financial capacity to support TFMobligations given KCS' own leveraged capital structure. Longerterm, Moody's note that KCS has yet to realize a cash return onits now considerable investment in TFM and the need to do so couldaffect the longer term capital structure of both companies. TheTFM bond will include protective covenants typical for atransaction of this type, including limitations on restrictedpayments and debt.The ability of the Mexican government to exercise its put for 20%of TFM stock continues to be stayed by a Mexican court pendingreview of procedural aspects of the put process. With regard tothe Value Added Tax dispute between the Mexican government andGrupo TFM, Mexico's Fiscal Court has once again directed theMinistry of Finance to issue a Certificate to Grupo TFM. Theultimate outcome of these two separate matters will be consideredas they are settled, although a swap of the VAT for the putcontinues to be the more probable outcome in our view.Rating assigned and affirmed * TFM, S.A. de C.V. $460 million of senior unsecured notes at B2 * senior unsecured senior implied and issuer rating at B2TFM, S.A. de C.V., based on Mexico City, Mexico, owns theconcession to operate Mexico's northeast railway. TFM, S.A. deC.V. is owned by Grupo TFM and the Government of Mexico. GrupoTFM is owned by Kansas City Southern. Kansas City Southern, basedin Kansas City, Missouri owns and operates several railroadsincluding Kansas City Southern Railway, a Class I U.S. railroad.TRUMP HOTELS: Judge Wizmur Amends Confirmation Order----------------------------------------------------Pursuant to the order confirming Trump Hotels & CasinoResorts, Inc., and its debtor-affiliates' Revised SecondAmended Plan, the New Class A Warrants Record Date is changedfrom February 9, 2005, to March 28, 2005. Inadvertently, theDebtors, the Official Committee of Equity Interest Holders, theTAC Noteholder Committee, the TCH Noteholder Committee and DonaldJ. Trump did not make a corresponding change to the RecordDistribution Date that applies to holders of: -- TAC Notes, -- TCH First Priority Notes, -- TCH Second Priority Notes, -- Old THCR Common Stock, -- Old THCR Class B Common Stock, and -- Old THCR Holdings Interests.The Parties agreed that the Record Distribution Date must bechanged in accordance with the understanding reached among themat the Confirmation Hearing, and to facilitate consummation ofthe transactions required under the Plan by the deadlines set bythe Plan.The Plan also provides that the Debtors will distribute ElectionForms to holders of TAC Notes and TCH First Priority Notes within20 days prior to the Effective Date. Pursuant to theRestructuring Support Agreement, the Effective Date of the Planmust occur on or before May 1, 2005. The "closing" of certainmajor transactions required under the Plan is a condition to theEffective Date.Given that the Debtors are unable to distribute the ElectionForms until the correct Record Distribution Date is resolved, theDebtors will be unable to comply with the Election FormDistribution Date and still close the required transactions underthe Plan by May 1, 2005.The Parties agreed that the Court must shorten the Election FormDistribution Date to 15 days prior to the Effective Date.To reflect their agreement, the Parties stipulate that: a. The Record Distribution Date is changed from February 9, 2005 to March 28, 2005; b. The Election Form Distribution Date to holders of TAC Notes and TCH First Priority Notes is shortened from 20 days prior to the Effective Date to 15 days prior to the Effective Date; c. To reflect the agreed changes, the Court must enter: 1. an Amended Confirmation Order; and 2. a findings of fact and conclusions of law. * * *Judge Wizmur approves the Stipulation. Accordingly, the Courtentered an Amended Confirmation Order and Findings of Fact andConclusions of Law.A full-text copy of the Amended Confirmation Order is availablefor free at: http://www.thcrrecap.com/pdfs/901-1000/04-11-05-989.pdfHeadquartered in Atlantic City, New Jersey, Trump Hotels & CasinoResorts, Inc. -- http://www.thcrrecap.com/-- through its subsidiaries, owns and operates four properties and manages oneproperty 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., atLatham & Watkins, LLP, and Charles Stanziale, Jr., Esq., JeffreyT. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,Stanziale, Sedita & Campisano, P.A., represent the Debtors intheir restructuring efforts. When the Debtors filed forprotection from their creditors, they listed more than$500 million in total assets and more than $1 billion in totaldebts.TRUMP HOTELS: THCR Gets $500M Loan from Morgan Stanley & UBS AG---------------------------------------------------------------Trump Hotels & Casino Resorts Inc. received a $500 million loanfrom Morgan Stanley and UBS AG that will allow the company toexit bankruptcy protection, Trump Hotels President Scott Buteratold Bloomberg News in an interview.The loan, Mr. Butera continues, includes: -- a $200 million five-year revolving credit; -- a $150 million seven-year term loan; and -- a $150 million "delayed draw" loan that THCR has a year to decide whether to use."This was a really good piece of financing for the company andgives us the ability to invest in our four existing properties aswell as expand our brand-name franchise," Mr. Butera told EdLeefeldt of Bloomberg.Headquartered in Atlantic City, New Jersey, Trump Hotels & CasinoResorts, Inc. -- http://www.thcrrecap.com/-- through its subsidiaries, owns and operates four properties and manages oneproperty 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., atLatham & Watkins, LLP, and Charles Stanziale, Jr., Esq., JeffreyT. Testa, Esq., William N. Stahl, Esq., at Schwartz, Tobia,Stanziale, Sedita & Campisano, P.A., represent the Debtors intheir restructuring efforts. When the Debtors filed forprotection from their creditors, they listed more than$500 million in total assets and more than $1 billion in totaldebts.UAL CORP: Retired Pilots Union Wants to Conduct Discovery---------------------------------------------------------On Dec. 30, 2004, the Pension Benefit Guaranty Corporationbrought a complaint in the U.S. District Court for the NorthernDistrict of Illinois seeking the involuntary termination of theUnited Air Lines Pilot Defined Benefit Pension Plan under 29U.S.C. Section 1342(a).Judge Wedoff allowed United Retired Pilots Benefit ProtectionAssociation and Air Line Pilots Association to intervene in thePBGC's action to involuntarily terminate the United AirlinesPilots' Benefit Pension Plan. URPBPA and ALPA were allowed toparticipate in the discovery process leading up to the hearing onthe PBGC's request on March 8, 2005. URPBA Wants PBGC Complaint DismissedOn behalf of the United Retired Pilots Benefit ProtectionAssociation, Frank Cummings, Esq., at LeBoeuf, Lamb, Greene &MacRae, in Washington, D.C., contends that the Pension BenefitGuaranty Corporation's complaint fails to state a claim uponwhich relief can be granted. The PBGC is equitably estopped fromterminating the United Airlines Defined Benefit Pension Plan orentering any agreement to terminate the Plan. The PBGC isprecluded from terminating the Plan because the alleged"determination" is contrary to law. Hence, Mr. Cummings arguesthat the PBGC's Complaint must be dismissed. PBGC RespondsThe PBGC's maximum guaranteed benefit to participants in theDebtors' pension plans increases every year due to three factors.Jeffrey B. Cohen, Esq., Chief Counsel at the PBGC in Washington,D.C., explains that the maximum annual benefit payable as asingle life annuity for participants in plans terminating in 2004who retire at age 65 is $44,386. The same individual who retiresin 2005 will receive $45,614. If the Pilot Plan is effectivelyterminated after December 31, 2004, the PBGC will incur a loss ofapproximately $49,000,000 due to the increase in the maximumguaranteed benefit.Mr. Cohen also notes that, pursuant to the Debtors' collectivebargaining agreement with the Air Line Pilots Association, thebenefits for many participants were increased in the year 2000,to be phased in over ratably over five years. If these increasesbecome fully phased-in prior to the termination date of the Plan,the unfunded guaranteed benefits will increase by about$35,000,000. Active participants in the Plan accrueapproximately $4,900,000 in guaranteed benefits each month thatthe Plan remains ongoing.Moreover, during 2005, the Debtors will pay benefits to retireesthat are not covered by the PBGC's guarantee, depleting Planassets by $4,200,000 per month. URPBPA Wants to Conduct DiscoveryEric E. Newman, Esq., at Meckler, Bulger & Tilson, in Chicago,Illinois, notes that, in a hurried proceeding in the last week ofDecember 2004, the PBGC sued to terminate the Pilot Plan. Noaffected party participated or had notice of what the PBGC wasconsidering. The "record" of the PBGC's activity was createdweeks later and filed with the Court.Now, the PBGC asserts that the Court's determination on whetherthe Pilot Plan may be terminated should be based upon adeferential review of the administrative record assembled by thePBGC. The PBGC asserts that neither the Court nor interestedparties are permitted to look beyond the record it submitted.This argument cannot stand, Mr. Newman says.Mr. Newman reminds Judge Wedoff that defendants to an 11 U.S.C.Section 1342(c) adjudication have full discovery rights, justlike defendants in any other lawsuit. The PBGC's record isrelevant only to the question of whether it made a properdetermination to file the lawsuit. The administrative recordfails to explain how the PBGC made its alleged Section 1342determination. The administrative record, which consists mainlyof photocopies of documents filed by the Debtors in thebankruptcy, reveals very little about the PBGC's deliberativeprocess, says Mr. Newman. The URPBPA, therefore, should bepermitted to discover how the PBGC reached its decision to filethe lawsuit.Mr. Newman notes that the PBGC filed the lawsuit based on theDebtors' request seeking approval of the proposed Section 1113Letter Agreement with the Air Line Pilots Association. In fact,the PBGC made public statements against and vigorously opposedthe ALPA Letter Agreement. Mr. Newman contends that the lawsuitis nothing more than an improper extension of the PBGC'sobjection to the ALPA Letter Agreement. As a result, the URPBPAis entitled to conduct discovery to find out whether the PBGC's"determination" was a mere pretext for the real reason for filingthis case.Headquartered in Chicago, Illinois, UAL Corporation --http://www.united.com/-- through UnitedAir Lines, Inc., is the holding company for United Airlines -- the world's second largestair carrier. The Company filed for chapter 11 protection onDecember 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent theDebtors in their restructuring efforts. When the Debtors filedfor protection from their creditors, they listed $24,190,000,000in assets and $22,787,000,000 in debts. (United AirlinesBankruptcy News, Issue No. 79; Bankruptcy Creditors' Service,Inc., 215/945-7000)UAL CORP: Wants Exclusive Plan Filing Period Extended to July 1---------------------------------------------------------------Pursuant to Section 1121(d) of the Bankruptcy Code, UALCorporation and its debtor-affiliates ask the U.S. BankruptcyCourt for the Northern District of Illinois for another extensionof their exclusive periods to file and solicit acceptances of aChapter 11 Plan.The Debtors want their Exclusive Plan Filing Period extendeduntil July 1, 2005, and their Exclusive Solicitation Periodextended until September 1, 2005.James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,Illinois, tells the Court that, over the last several months, theDebtors have implemented many components of a business plan thatsatisfies the metrics required for exit financing. This task hasbeen made more difficult by unrelenting revenue challenges andincreasing fuel prices.Central to the restructuring process is the Debtors' effort tosecure exit financing. The Debtors have received preliminaryproposals for $2,000,000,000 to $2,500,000,000 in exit financingfrom four institutions. The Debtors' management met separatelywith each of these potential financiers in January 2005. InFebruary, the four institutions met with the exit financingsubcommittee of the Creditors' Working Group to present anddiscuss their proposals. Each proposal is contingent on theDebtors achieving the savings identified in the business plan.To implement the business plan and obtain exit financing, theDebtors must conclude the Section 1113 and pension process,complete the Section 1110 process, restructure the United Expressoperations, implement the streamlined cost structure and developa plan of reorganization that includes the business plan and therestructuring initiatives.An extension of the Exclusive Periods will enable the Debtors tocontinue their hard work and implement many restructuringinitiatives, while creating a stable working environment throughthe mid-May pension trial. Once the Court decides the Section1113 and pension matters, the Debtors can incorporate the factsand circumstances in requesting a further extension of theExclusive Periods to obtain exit financing and formulate, proposeand seek confirmation of a plan of reorganization.Headquartered in Chicago, Illinois, UAL Corporation --http://www.united.com/-- through United Air Lines, Inc., is the holding company for United Airlines -- the world's second largestair carrier. The Company filed for chapter 11 protection onDecember 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent theDebtors in their restructuring efforts. When the Debtors filedfor protection from their creditors, they listed $24,190,000,000in assets and $22,787,000,000 in debts. (United AirlinesBankruptcy News, Issue No. 78; Bankruptcy Creditors' Service,Inc., 215/945-7000)UAL CORP: Wants to Walk Away from Collective Labor Pacts--------------------------------------------------------UAL Corporation and its debtor-affiliates ask the U.S. BankruptcyCourt for the Northern District of Illinois for authority toreject collective bargaining agreements with the InternationalAssociation of Machinists and Aerospace Workers, the AircraftMechanics Fraternal Association, and the Association of FlightAttendants.The Debtors also seek to terminate four defined benefit pensionplans in a voluntary distress termination. The Pension BenefitGuaranty Corporation has pending actions to terminate the PilotPlan and the Ground Plan. Therefore, subject to resolution ofthe PBGC's termination proceedings, the Debtors want to terminateall pension plans.Contrary to the hopes of the Debtors and their employees, theairline industry environment has not improved and the structuralchanges that have roiled the industry have not reversed, JamesH.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago, Illinois,says. Fuel prices have soared to record levels. In the secondquarter, fuel costs could run $200,000,000 over plan and couldexceed the Debtors' forecasts by $500,000,000 in the second halfof 2005. The Debtors face roughly $700,000,000 in higher fuelcosts for 2005, even taking into account hedging efforts. Inaddition, revenue pressures from low-cost carriers and legacycarriers continue and other airlines are lowering their coststructures. The Debtors have done everything possible to offsetthese pressures. Unfortunately, labor cost reductions andpension termination remain necessary to a successfulreorganization.The Debtors have achieved long-term labor agreements with threeunions: the Air Line Pilots Association, the Professional AirlineFlight Control Association and the Transport Workers Union ofAmerica. The Debtors had an agreement with the AFA, and wereworking towards a resolution of the pension issue. However, theAFA abandoned all attempts at progress on April 8, 2005 andannounced its intention to terminate the parties' Court approvedagreement. The Debtors were originally planning to ask the Courtto terminate the AFA's pension plan, but now the Debtors mustlump the AFA in with the IAM and AMFA and request a completerejection of their collective bargaining agreement.The AFA publicly asserted that the Debtors' management was notimposing sufficient cost reductions on the Salaried andManagement employees. However, Mr. Sprayregen assures the Courtthat the SAM employees are contributing their fair share. TheSAM employees, in contrast to the Debtors' unionized workforce,were paid below market when the Petition Date was filed.Regardless, the Debtors imposed salary reductions for the SAMemployees of up to 11%. The SAM employees forfeited 2002 meritbonuses. The SAM employees saw their medical and dental benefitsreduced and their premium contributions increased. Whilereducing the SAM workforce, remaining the SAM employees assumedincreased responsibilities and worked longer hours for less pay.In the current round of concessions, the SAM employees havestepped up by agreeing to $112,000,000 in savings to the Debtorsover the next five years. The Debtors' SAM employees have madetheir fair contribution, asserts Mr. Sprayregen. The AFA'saccusations towards the SAM employees are a "transparent ploy togain leverage in an effort to halt the necessary termination andreplacement of the flight attendants' pension plan," he says.Mr. Sprayregen says there is no more time to negotiate thepension issues. The parties have spent considerable time, moneyand energy trying to formulate plan termination alternatives thatwould provide the required savings. However, despite exhaustivenegotiations, no resolution has been achieved. Termination andreplacement of the Debtors' pension plans will save$3,900,000,000, or an average of $645,000,000 per year from 2005through 2010. There are no alternatives that will net savingsanywhere near these amounts. "The bottom line is that theresimply are no such alternatives to be found." Termination andreplacement of all the Debtors' pension plans is the only way forthe Debtors to emerge from bankruptcy as a competitive airline.The Debtors will continue to pursue negotiated resolutions withtheir unions and the PBGC. However, the Debtors must achieve acost structure that satisfies the financial metrics demanded byexit financing providers. The Debtors have received proposalsfor exit financing from four financial institutions. Theseproposals reaffirm the capital markets' faith in the Debtors'management and validate its restructuring initiatives, states Mr.Sprayregen. However, each financier has conditioned itsproposals on the Debtors meeting the cost reductions outlined inthe business plan.All talks with the exit financiers are on hold and will notrestart until the labor cost reductions are achieved. Mr.Sprayregen tells the Court that to become competitive, and henceattract exit financing for the ultimate benefit of allstakeholders, the Debtors must achieve the requested labor costsavings and terminate the pension plans. AFA Says Management Is Seeking RevengeThe Association of Flight Attendants-CWA (AFA) United MasterExecutive Council President Greg Davidowitch issued this statementin response to United Airlines' management's filing yesterday of abankruptcy court motions to terminate both the Flight Attendants'entire contract and its defined pension benefit plan: "After having been caught red-handed giving big raises toits Salaried and Management employees while claiming to cut theirpay, management's wage cuts and a significant portion of theirproductivity improvements appeared illusory at best. AFAprovided this management with several weeks to fix the problem.In fact, it is only because of AFA's persistence that any changeswere made to their cost savings numbers at all. "Current United management is attempting to distractattention from its egregious conduct by attacking AFA and theflight attendant contract. Yesterday's actions are outrageousand an unwarranted retribution for AFA's due diligence inverifying that the cuts imposed on other employees are as real asthose for the flight attendants. We are doing nothing more orless than holding management accountable for its own plan toproduce the cost savings it claims are necessary for securingexit financing to emerge from bankruptcy. Management has over-stepped all bounds of decency and the standards of laborrelations by seeking to reject our entire agreement. "Rather than simply fixing their phony numbers regarding thecost savings they allocated to the Salaried and Management group,and agreeing to abide by the same standards that they demand fromflight attendants, these executives chose to place the FlightAttendant agreement for $131 million in cost savings in jeopardy. "A motion to terminate the flight attendants' pension planby itself would have been a deplorable act. This management hasgone further and appears to be wholly focused on creating a laborwar rather than working for the success of United Airlines. "In good faith, flight attendants agreed to shoulder theburden of enormous personal sacrifices last January. Instead ofrespecting those contributions, Glenn Tilton has insulated hisown pension from the effects of bankruptcy, and, together withother executives, he continues to receive millions of dollars inbonuses from United Airlines while it's in Chapter 11. We mustwonder whether these executives can follow through on their owncommitments to the airline. "Unfortunately, our own audit of their plan to implementcost savings suggests that they cannot. And that calls intoquestion whether these executives are capable of completing theairline's restructuring. Flight attendants have worked too hardand sacrificed too much. We intend to use every means availableto save our airline and fight for our careers." Management Flunked AuditThe Association of Flight Attendants Union had disclosed in anApril 8 press release that United Air Lines' numbers don't addup. The Flight Attendants union gave United management 20 daysto fix the problem or the union will invoke its right toterminate the collective bargaining agreement."It appears that a significant portion of the concessions thatsalaried and management employees supposedly were making areillusory," Greg Davidowitch, president of the AFA United MasterExecutive Council, said. "Unfortunately, the actions of thismanagement team raise more serious questions about whether theycan be trusted to deal fairly with the employees and otherstakeholders."AFA retained the right to audit United's numbers to ensure thatthe sacrifices were equitable. At the AFA's insistence, thecompany conceded that the methodology for valuing the wageconcession of the salaried and management was inappropriate yetit still has not produced the data necessary to support thelegitimacy of many of its productivity claims.United management said it needed $725 million total from allemployee groups, allocated in what it claimed would be anequitable manner.If the current 2005 AFA contract is terminated, the previouscontract would be in force.Headquartered in Chicago, Illinois, UAL Corporation --http://www.united.com/-- through United Air Lines, Inc., is the holding company for United Airlines -- the world's second largestair carrier. The Company filed for chapter 11 protection onDecember 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent theDebtors in their restructuring efforts. When the Debtors filedfor protection from their creditors, they listed $24,190,000,000in assets and $22,787,000,000 in debts. (United AirlinesBankruptcy News, Issue No. 78; Bankruptcy Creditors' Service,Inc., 215/945-7000)US AIRWAYS: Postpones Plan Filing Until End of Month----------------------------------------------------US Airways Group, Inc., GE Capital Aviation Services and GE EngineServices have reached an agreement to extend the date for USAirways to file a Plan of Reorganization with the U.S. BankruptcyCourt.The April 15, 2005, date for filing a Plan has been moved untilthe end of the month, as the companies continue their discussionsabout US Airways' progress in finalizing a business plan.Headquartered in Arlington, Virginia, US Airways' primary businessactivity 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 ofAlabama taking a 40% equity stake in the deleveraged carrier inexchange for $240 million infusion of new capital.US Airways and its subsidiaries filed another chapter 11 petitionon September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). BrianP. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., andDouglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtorsin their restructuring efforts. In the Company's secondbankruptcy filing, it lists $8,805,972,000 in total assets and$8,702,437,000 in total debts.US AIRWAYS: Wants Until August 31 to Make Lease-Related Decisions-----------------------------------------------------------------Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,tells Judge Mitchell of the U.S. Bankruptcy Court for the EasternDistrict of Virginia that US Airways, Inc., and its debtor-affiliates need more time to make lease decisions. The Debtorsare lessees or sublessors to approximately 500 unexpired non-residential real property leases Lease decisions require thoroughanalysis, evaluation and responses from third parties. TheDebtors' corporate real estate department has experiencedpersonnel departures and turnover since 2003. The Debtors'employees have worked tirelessly in assessing the unexpired leasesand have contacted numerous lessors to discuss assumptions orrejections, but much work remains. Many of the lessors aregovernmental units, whose deadline for filing proofs of claim justexpired on March 11, 2005. The Debtors must reconcile allegedcure obligations in recently filed proofs of claim with theirbooks and records.While the Debtors have made tremendous progress in their effortsto become a stronger and more competitive airline, they are stillevaluating their unexpired leases in the context of theirultimate business plan. Mr. Leitch asserts that it would bepremature and irresponsible to make decisions on the assumption,assumption and assignment, or rejection of nonresidential realproperty leases by April 30, 2005. To maximize value for theestates, the Debtors must have more time to contemplate thesedecisions.The Debtors ask the Court to extend their Lease Decision Periodthrough the earlier of plan confirmation or August 31, 2005.If the request is not granted, the Debtors may be compelled toprematurely assume substantial, long-term liabilities or forfeitvaluable assets. This would be detrimental to the Debtors'ability to operate and preserve the going-concern value for thebenefit of all creditors and parties-in-interest.Headquartered in Arlington, Virginia, US Airways' primary businessactivity 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 ofAlabama taking a 40% equity stake in the deleveraged carrier inexchange for $240 million infusion of new capital.US Airways and its subsidiaries filed another chapter 11 petitionon September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). BrianP. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., andDouglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtorsin their restructuring efforts. In the Company's secondbankruptcy filing, it lists $8,805,972,000 in total assets and$8,702,437,000 in total debts. (US Airways Bankruptcy News, IssueNo. 88; Bankruptcy Creditors' Service, Inc., 215/945-7000)USGEN NEW ENGLAND: Judge Mannes Approves Disclosure Statement-------------------------------------------------------------The Hon. Paul Mannes of the U.S. Bankruptcy Court for the Districtof Maryland finds that the Second Amended Disclosure Statementfiled by USGen New England, Inc., contains adequate information asdefined in Section 1125 of the Bankruptcy Code to enable ahypothetical reasonable investor to make an informed judgmentabout the Plan. Accordingly, the Court approves the AmendedDisclosure Statement and authorizes USGen to solicit acceptancesof the Plan.USGen is now authorized to make non-material and non-substantivechanges to the Disclosure Statement prior to mailing the noticesand solicitation packages.USGen New England, Inc., delivered to the Bankruptcy Court itsSecond Amended Plan of Liquidation and related DisclosureStatement to include the matters taken up at the March 24, 2005hearing.The Second Amended Plan provides the important dates, which willbring USGen closer towards emergence from Chapter 11: May 2, 2005, at 4:00 p.m. Date by which objections to confirmation of the Plan must be filed and served. May 2, 2005, at 4:00 p.m. Date by which ballots must be received. May 12, 2005, at 10:30 a.m. Hearing on confirmation of the Plan. Objections to Disclosure StatementCertain entities propounded objections to the DisclosureStatement explaining the First Amended Plan of Liquidation ofUSGen New England, Inc., which was filed with the Court onFeb. 17, 2005.(1) State of New Hampshire, et al.The State of New Hampshire and the Towns of Monroe, Littleton,and Hinsdale and the City of Lebanon, in New Hampshire, contendthat the Disclosure Statement cannot be approved because the Planis fatally flawed and incapable of confirmation.David G. Sommer, Esq., at Gallagher Evelius & Jones LLP, inBaltimore, Maryland, explains that the Plan state erroneouslythat, pursuant to Section 1146(c) of the Bankruptcy Code, thesale of USGen's hydro assets to TransCanada Hydro Northeast,Inc., which was approved by the Court in December 2004, is freefrom property transfer taxes.On the contrary, Mr. Sommer asserts that Section 1146(c) has noapplication to the Hydro Transaction. The Hydro Transaction doesnot constitute a sale under a confirmed plan of reorganization,and, therefore, USGen is not exempt from paying New Hampshire'staxes on the transfer of real property as they apply to the HydroTransaction. The plain language of the statute indicates thatSection 1146(c) applies only to transfers that are first setforth in a plan of reorganization and then carried out after thecourt confirms the plan.Even if the Hydro Transaction closes well after the Court confirmssome plan under Chapter 11, Mr. Sommer maintains that the taxbenefits of Section 1146(c) still do not apply. The authority forthe Hydro Transaction derives from the Court's Hydro Sale Orderand is wholly independent of the proposed Plan.Although USGen has represented verbally that it does not intendto seek a transfer tax exemption for the Hydro Transaction, NewHampshire and the Municipalities want the Debtor to modify thelanguage of the Disclosure Statement and the Plan to reflect thatrepresentation.(2) Commonwealth of MassachusettsCarol Iancu, Esq., Assistant Attorney General, EnvironmentalProtection Division, of the Commonwealth of Massachusetts, tellsthe Court that USGen's Disclosure Statement does not containadequate information about the Debtor's potential futureliabilities to the State for environmental violations.Ms. Iancu explains that the Commonwealth has continued, afterUSGen filed for bankruptcy, to learn of additional violations ofMassachusetts law regulating cleanup of oil and hazardous wastecontamination. It is likely that additional violations will beidentified in the future."The Commonwealth will seek compliance of this and otherenvironmental laws, and reimbursement of any costs incurred as aresult of violations, especially to the extent the Commonwealthis unable to recover such costs from the new owner of theDebtor's Massachusetts facilities," Ms. Iancu declares.The Commonwealth intends to ask the Court to ensure thatsufficient funds are set aside by USGen, in advance of itsliquidation, so as to prevent Massachusetts from bearing afinancial burden of cleaning up contamination left over from theDebtor's operations in the State. Claims ResolutionThe Second Amended Disclosure Statement addresses the objectionfiled by the Commonwealth of Massachusetts, by and through itsDepartment of Environmental Protection, which asserted thatUSGen's First Amended Disclosure Statement did not containadequate information about the Debtor's potential futureliabilities to the State for environmental violations.The Massachusetts Environmental Department holds contingent,unliquidated claims against USGen in connection withenvironmental matters at the Salem Harbor and Brayton PointFacilities, and any other facilities and sites that the Debtorowned and operated in Massachusetts.USGen disputes the existence of those Claims and has filed anobjection to the portion of the Environmental Department's Proofof Claim associated with the contingent, unliquidated claims.The Debtor believes that the amount of the alleged liability willnot be significant, and will in no way impede confirmation ofUSGen's Plan. In any event, USGen declares that the amountsought by the Commonwealth for USGen to set aside for theenvironmental remediation expense "can be appropriately reservedfor." Application of Section 1146(c)USGen revised the Disclosure Statement and the Plan to indicatethat Section 1146(c) of the Bankruptcy Code does not apply to thetransfers with respect to its hydro assets and the Rockinghamoption, both outside the Plan. With the consent of, TransCanadaHydro Northeast, Inc., the buyer of the hydro assets, USGen hasagreed not to seek the Section 1146(c) exemption with respect tothe hydro assets.The Second Amended Disclosure Statement provides that: "Pursuant to Section 1146(c) [], the issuance, transfer, or exchange of notes, . . . or the making or delivery of any deed or other instrument of transfer under . . . the Plan, including, without limitation, the Land Transfer and in respect of the transaction evidenced by the Bear Swamp Land Transfer Purchase Agreement, shall not be subject to any stamp, real estate transfer, sales, use, mortgage recording or similar tax, and each recording or other agent of any governmental office shall record any such documents of issuance, transfer, or exchange without any further direction or order from the Bankruptcy Court. Notwithstanding the foregoing, the Hydro Transaction (with the express consent and approval of TC) and the closing under the Rockingham Option Agreement shall not be subject to the exemption under section 1146(c) and shall be subject to all applicable stamp, real estate transfer, sales, use, mortgage recording or similar taxes."A full-text copy of USGen's Second Amended Plan, includingexhibits, is available at no charge at: http://bankrupt.com/misc/USGen_2nd_Amended_Plan.pdfA full-text copy of USGen's Second Amended Disclosure Statementis available at no charge at: http://bankrupt.com/misc/USGen_2nd_Amended_Disclosure_Statement.pdfHeadquartered in Bethesda, Maryland, USGen New England, Inc., anaffiliate of PG&E Generating Energy Group, LLC, owns and operatesseveral electric generating facilities in New England andpurchases and sells electricity and other energy-related productsat wholesale. The Debtor filed for Chapter 11 protection onJuly 8, 2003 (Bankr. D. Md. Case No. 03-30465). John E. Lucian,Esq., Marc E. Richards, Esq., Edward J. LoBello, Esq., and CraigA. Damast, Esq., at Blank Rome, LLP, represent the Debtor in itsrestructuring efforts. When it sought chapter 11 protection, theDebtor reported assets amounting to $2,337,446,332 and debtsamounting to $1,249,960,731. (PG&E National Bankruptcy News,Issue No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000)VALAIRCO INC: Case Summary & 20 Largest Unsecured Creditors-----------------------------------------------------------Debtor: Valairco, Inc. 29 King George Road Green Brook, New Jersey 08812Bankruptcy Case No.: 05-22042Type of Business: The Debtor designs and installs heating and air conditioning systems. See http://www.valairco.com/Chapter 11 Petition Date: April 14, 2005Court: District of New Jersey (Trenton)Judge: Raymond T. Lyons Jr.Debtor's Counsel: Gary N. Marks, Esq. Norris, McLaughlin & Marcus, P.A. 721 Route 202-206 P.O. Box 1018 Somerville, New Jersey 08876 Tel: (908) 722-0700Estimated Assets: $1 Million to $10 MillionEstimated Debts: $1 Million to $10 MillionDebtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------Sheet Metal Local 22 $952,664P.O. Box 308Cranford, NJ 07016Mechanical Preservation Association $95,470399 Roycefield RoadHillsborough, NJ 08844The Trane Company $79,7723600 Pammel Creek RoadLa Crosse, WI 54601-7599Steve Carle $78,588546 Foothill RoadBridgewater, NJ 08807Bruce Sanford $63,34726 Long View AvenueMadison, NJ 07940Central Sheet Metal $54,198897 South AvenueMiddlesex, NJ 08846Lennox Industries $54,0582100 Lake Park BoulevardRichardson, TX 75080-2254Advanced Plumbing Design $50,050525 Lehigh AvenueUnion, NJ 07083Industrial Combustion Association $49,000Local 32 Asbestos Workers $25,622MJM Industries $25,150General Plumbing Supply $24,735Honeywell $24,300c/o Vogel & GastCapital Hardware Supply $22,733Siemens Building $22,483Carrier Northeast $20,245RJS Industrial Pipfitter $19,750Palermo Supply Company, Inc. $18,697Vergona Crane $15,760NJN Publishing $15,101VENTAS INC: Moody's Affirms Low-B Ratings Following Merger News---------------------------------------------------------------Moody's Investors Service affirmed the ratings of Ventas, Inc. andits affiliates following the announcement that Ventas andProvident Senior Living Trust have decided to merge. Thetransaction, valued at $1.2 billion, will be funded by Ventascommon stock, the assumption of debt and cash. Provident is anunlisted senior living REIT that owns 68 independent and assistedliving facilities in 19 states.Moody's remarked that the planned merger with Provident would be aplus for Ventas along several dimensions. First, Ventas' proforma exposure to Kindred Healthcare Inc. -- its main tenant --would be reduced substantially from 76% of revenues in 2004.Moody's also notes that Ventas' key tenant exposure would now bewith two tenants: Kindred and Brookdale Living Communities Inc.This material, new exposure to Brookdale is a concern, however.Continued progress in tenant diversification would be a plus.In addition, the Provident transaction would reduce substantiallyVentas' exposure to the regulated government reimbursement-basedhealth care segments of skilled nursing facilities and long-termacute care facilities from 84% in 2004.These positive changes to Ventas' portfolio and tenant compositionwould be offset by the decline in the REIT's balance sheetstrength resulting from this merger, earmarked by a significantrise in both leverage and secured debt. While the rating agencybelieves this rise in overall and secured debt will be reducedover time, such anticipated reductions would not be adequate toachieve a higher rating for Ventas at this time. In specific, arating upgrade to Ba2 senior debt would depend on pro forma debtto gross assets being less than 55%, and near-term efforts toreduce pro forma secured debt.These ratings were affirmed, with a positive outlook:Ventas Realty Limited Partnership: * Senior debt at Ba3 * senior debt shelf at (P)Ba3 * subordinated debt shelf at (P)B2Ventas, Inc.: * Preferred stock shelf at (P)B2Ventas Capital Corporation: * senior debt shelf at (P)Ba3 * subordinated debt shelf at (P)B2Ventas, Inc. [NYSE: VTR] is a health care real estate investmenttrust that owns: * forty long-term acute care hospitals, * 201 nursing facility, * thirty assisted and independent living facilities, * eight medical office buildings, and * eight other health care assets, in 39 states.VISUAL BIBLE: Court Appoints RSM Richter as Interim Receiver------------------------------------------------------------The Ontario Superior Court of Justice placed Visual BibleInternational Inc. in interim receivership on Apr. 13, 2005. Theintent of the interim receivership is to protect the assets ofVisual Bible and sell the assets on a going concern basis.RSM Richter Inc. was appointed as Interim Receiver. VBI willcontinue to operate throughout the receivership process, duringwhich time the Interim Receiver intends to actively search for abuyer for the Company. VBI's principal secured lenders aresupportive of this process. Form 10-K Filing DelayThe Company notified the Securities and Exchange Commission thatit will be unable to timely file its Form 10-KSB for the yearended Dec. 31, 2004, since it wasn't able to finalize itsfinancial statements due to its limited financial resources,unavailability of personnel and the necessity to change auditors.At Sept. 30, 2004, Visual Bible's balance sheet showed a$16,066,338 stockholders' deficit, compared to a $12,808,414deficit at Dec. 31, 2003. About the CompanyVisual Bible International Inc. is a global Christian faith-basedmedia company, which has secured the exclusive worldwide rights todevelop, produce and market film adaptations on a word-for-wordbasis from popular versions of the Bible including both Books ofthe Old and New Testaments. VBI's most recent film is theadaptation on a word-for-word basis of The Gospel of John, whichwas released to critical acclaim in September 2003. It recentlyconcluded a distribution agreement for this film and the upcomingThe Gospel of Mark with Disney's Buena Vista Home EntertainmentInc.VBI has been committed to producing films that feature exceptionalproduction values, that maintain a high degree of integrity to theBiblical works, and that utilize the finest directing and stageacting talents primarily from Canada and the U.K.WCA WASTE: Moody's Junks Proposed $25 Million Secured Facility--------------------------------------------------------------Moody's Investors Service assigned the following first-timeratings to WCA Waste Corporation and its wholly-owned subsidiary,WCA Waste Systems, Inc.:WCA Waste Corporation: * Senior Implied Rating of B3 * Senior Unsecured Issuer Rating of Caa3WCA Waste Systems, Inc.:- * $75 million, 5-year guaranteed first lien credit facility rated B3; * $100 million, 6-year guaranteed first lien credit facility rated B3; and * $25 million, 6.5-year guaranteed second lien term facility rated Caa1.The rating outlook is stable.The ratings reflect: 1. the company's significant acquisition led growth with corresponding high leverage that is expected to reach about 5 times total debt to EBITDA for fiscal 2005 and 1.5 times debt to revenue for fiscal 2005; 2. declining margin performance for the past three years with near break-even cash generation for fiscal 2004 and break- even fixed charge coverage; 3. significant and growing intangibles at 31% of total assets at December 31, 2004; and 4. exposure to local economic cycles due to the concentration of revenue (70% in 2004) in three states, Kansas, Missouri and Texas.Moody's also notes the short track record of the firm.The rating is supported by: 1. the high level of internalization of collection (78% in fiscal 2004); 2. high concentration of C&D landfills (about 50%) which have lower capital investment costs and financial assurance requirements; 3. experienced management team; 4. recent access to the equity markets; and 5. expected improvement in EBIT margins and cash generation from recent landfill acquisitions.The rating outlook is stable. The rating could be lowered shouldexpected improvements in free cash flow to debt (above 6%) andEBIT margins (above 15%) not be achieved over the next twelvemonths. Improvements in leverage (below 3.5 times total debt tolast twelve months reported EBITDA and free cash flow to debt of9%), and the maintenance of EBIT to average total assets of notless than 8.5% could lead to an improvement in the ratings.The $125 million of initial proceeds of the credit facilities willbe used for recent acquisitions and to refinance outstandingsenior debt ($93 million). $32 million of cash will be availablefor general corporate purposes including acquisitions.The company is small relative to its publicly traded peer group at$73 million of sales. As such its risk profile is easily impactedby small changes in anticipated costs or cash generation. Thecompany is seeking to roughly double its size over the next twoyears through acquisitions to be financed through a combination ofdebt and equity. Free cash flow over this period will naturallybe unpredictable due to the size and timing of acquisitions, thecost of integration, and the timing of synergies generally createdby tuck-in acquisitions. This execution risk comes at a time ofmargin compression in the industry. The industry, as well as thecompany, has responded to increased fuel and insurance costs withfuel surcharges, environmental or administrative fees, andincreased focus on safety to reduce claims. However, mostcompanies have not been able to fully offset these increasedcosts.The B3 rating on the first lien facility reflects the position ofthe debt as the preponderance of the capital structure as well asMoody's belief that the lenders would not be impaired in adistress scenario.The Caa1 rating on the second lien term loan reflects the limitedprotection afforded the lenders by the second lien as well as thedeep subordination of these lenders' claims to the priority claimlenders.The Caa3 issuer rating of WCA Waste Corporation reflects thesubordination of any future unsecured debt at the parent companyto both the secured and unsecured debt at the company as well asthe potential for impairment of the debt claim in a distressscenario.The first lien credit facility consists of a 5-year, $75 millionguaranteed senior secured revolving credit and a 6-year$100 million senior secured term loan B. The revolver has a$30 million letter of credit sublimit. The first lien facilitiesinclude a $25 million accordion feature for either the revolver orthe term loan B. The facility is guaranteed by the company'sparent, WCA Waste Corporation (whose sole asset is the capitalstock of the company), and any future subsidiaries of theborrower. There is a first priority perfected security interestin both the assets of the borrower, as well as the capital stockof any subsidiaries. At closing, there will be no outstandingsunder the revolver. However, availability will be $48.5 millionafter consideration of $26.3 million of letters of credit.The $25 million, 6.5 year term loan enjoys the same guarantee andhave a second priority lien on the security package.Moody's notes that maximum permitted consolidated leverage ratio,which is based on a net debt calculation, is high at 5 times forthe next 2 years which supports Moody's concerns aboutacquisition-related debt. Limitations on expansion capitalexpenditure and acquisitions are linked to tests for debtincurrence and net worth. There is no excess cash flow sweep tosupport debt repayment.WCA Waste Systems, Inc., based in Houston, TX, is a verticallyintegrated non-hazardous solid waste company. The company is awholly-owned subsidiary of WCA Waste Corporation which has nooperations or assets outside of its ownership of the borrower.Consolidated sales for fiscal 2004 were $73.5 million and werederived from: * collection (65.5%), * disposal (28.2%), and * transfer (6.3%) operations.WCA WASTE: S&P Junks Proposed $25 Million Secured Second-Lien Loan------------------------------------------------------------------Standard & Poor's Ratings Services assigned its 'B' corporatecredit rating to Houston, Texas-based WCA Waste Systems Inc. Atthe same time, Standard & Poor's assigned its 'B' senior securedbank loan rating and a recovery rating of '3' to the company'sproposed $75 million senior secured revolving credit facility due2010 and $100 million senior secured term loan B due 2011, basedon preliminary terms and conditions.The senior secured bank loan rating is the same as the corporatecredit rating; this and the '3' recovery rating indicate thatlenders can expect meaningful (50% to 80%) recovery of principalin the event of default.In addition, a 'CCC+' rating and a recovery rating of '5' areassigned to the proposed $25 million secured second-lien term loandue 2011. The 'CCC+' rating is two notches lower than thecorporate credit rating; this and the '5' recovery rating indicatethat the lenders can expect negligible (0%-25%) recovery ofprincipal in the event of a default. The lower rating reflectsthe lenders' recovery prospects after considering the priorityclaims of the revolving credit facility and first-lien term loanlenders. The outlook is stable.Proceeds from the transaction will be used to finance pending andfuture acquisitions and to refinance all existing debt. Pro formafor the transaction, total debt will be about $155 million."The ratings on WCA Waste Systems reflect its very modest size andnarrow scope of activities, the risks associated with an activegrowth strategy that includes additional debt-financedacquisitions, and a well-below-average financial profile stemmingfrom very aggressive debt usage," said Standard & Poor's creditanalyst Franco DiMartino. These factors are only partially offsetby favorable overall industry characteristics and an experiencedsenior management team with a proven acquisition and integrationtrack record.With annual revenues of about $100 million following the January2005 acquisition of MRR Southern LLC, WCA Waste is a publiclyowned solid waste management company, which provides: (1) collection (66% of sales), (2) transfer (6%), and (3) disposal services (28%).The company's integrated operations include: (1) 20 collection operations, (2) 15 transfer stations, (3) 17 landfills * seven for municipal solid waste, and * 10 for construction and demolition or industrial waste, and (4) three materials recovery facilities.WCA benefits from an above-average internalization of waste rateof almost 80%. With operations located exclusively in the Southand Southeast, the company serves about 141,000 residential,commercial, and industrial customers.WELDON F. STUMP: Involuntary Chapter 11 Case Summary----------------------------------------------------Alleged Debtors: Weldon F. Stump and Co., Inc. 1313 Campbell Street Toledo, Ohio 43607Involuntary Petition Date: March 22, 2005Case Number: 05-32505Chapter: 11Court: Northern District of Ohio (Toledo)Judge: Judge Richard L. SpeerPetitioners' Counsel: John J. Hunter, Jr., Esq. 1700 Canton Ave Canton Sq #1 Toledo, Ohio 43624 Tel: (419) 255-4300 Fax: (419) 255-9121 - and - Leslie Stein, Esq. Seyburn, Kahn, Ginn, Bess & Serlin, Professional Corporation 2000 Town Center #1500 Southfield, Michigan 48075 Tel: (810) 353-7620 - and - Steven F. Alexsy, Esq. Seyburn, Kahn, Ginn, P.C. 2000 Town Center, Suite 1500 Southfield, Michigan 48075 Tel: (248) 353-7620 Fax: (248) 353-3727Petitioners Amount of Claim----------- ---------------Huntington National Bank $2,250,000801 W Big BeaverTroy, Michigan 48084Lesher Printers Inc. $24,014810 N Wilson Avenuec/o Gary Cool, PresidentFremont, Ohio 43420Henry Gurtweiler Inc. $5,000121 Galena StreetToledo, Ohio 43611CWS Advisors Ltd. $2,175405 Madison Avenue8th FloorToledo, Ohio 43604WINN-DIXIE: Committee Gets Court Nod to Hire Milbank as Counsel---------------------------------------------------------------The Official Committee of Unsecured Creditors sought and obtainedauthority from the U.S. Bankruptcy Court for the Southern Districtof New York to retain Milbank, Tweed, Hadley & McCloy LLP,effective as of March 1, 2005, as its counsel in Winn-DixieStores, Inc., and its debtor-affiliates' Chapter 11 cases.The Committee believes that Milbank possesses extensive knowledgeand expertise in the areas of law relevant to the Debtors' cases,and that Milbank is well qualified to represent the Committee.Milbank has extensive experience, having represented a number ofcreditors' committees in significant reorganizations underChapter 11 of the Bankruptcy Code.Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --http://www.winn-dixie.com/-- is one of the nation's largest food retailers. The Company operates stores across the SoutheasternUnited States and in the Bahamas and employs approximately 90,000people. The Company, along with 23 of its U.S. subsidiaries,filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.Case No. 05-11063). D.J. Baker, Esq., at Skadden Arps SlateMeagher & Flom LLP, and Sarah Robinson Borders, Esq., and BrianC. Walsh, Esq., at King & Spalding LLP, represent the Debtorsin their restructuring efforts. When the Debtors filed forprotection from their creditors, they listed $2,235,557,000 intotal assets and $1,870,785,000 in total debts. (Winn-DixieBankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,Inc., 215/945-7000)WINN-DIXIE: Court OKs Modified Reclamation Claims Procedures------------------------------------------------------------As previously reported in the Troubled Company Reporter, Winn-Dixie Stores, Inc., and its debtor-affiliates purchase materials,supplies, goods, products, and other related items from varioussuppliers and vendors for use and sale in their stores in theordinary course of their businesses. The Debtors soughtpermission from the U.S. Bankruptcy Court for the SouthernDistrict of New York to return certain Goods to the Vendors forcredit against those Vendors' prepetition claims against theDebtors in accordance with Section 546(g) of the Bankruptcy Code.Section 546(g) authorizes a debtor, with the consent of acreditor, to return goods shipped pre-petition to the debtor, forcredit against the creditor's prepetition claim, provided thatthe Court determines that the return is in the best interests ofthe debtor's estate.The purpose of Section 546(g) is to "relieve the bankruptcyestate of the burden of keeping unwanted or unsalable goods, andrelieve the estate of unnecessary liabilities." ModificationsThe Court grants the Debtors' request, subject to modification tothe extent a consensual arrangement is reached by the Debtorsand Vendors asserting Reclamation Claims for a further resolutionof certain issues not resolved by the provisions of the Order.Judge Drain rules that if a Vendor has asserted a reclamationdemand in the ordinary course to reclaim the goods the Debtor hasreceived while insolvent, then these defenses to that Vendor'sReclamation Claim are waived: (a) the failure of the Vendor to take any or all possible "self-help" measures with respect to the Goods; (b) the failure of the Vendor to institute an adversary proceeding against the Debtors seeking: (i) to enjoin them from using or selling the Goods, (ii) to compel the Debtors to segregate and/or account for the proceeds of the goods, or (iii) any other similar relief; (c) any requirement that the Vendor must identify or trace the Goods or their proceeds from a sale of the Goods that were delivered on or after the receipt of the notice of reclamation or entry of the interim order regarding reclamation procedures that was entered in the Debtors' cases; and (d) all defenses based on the sale or commingling of Goods to the extent that any such defense is based on a sale or commingling of proceeds from the sale of Goods that occurred on or after the receipt of the notice of reclamation or Interim Order Date, or other defense related to the passage of time and/or the delay resulting from the procedures adopted.According to Judge Drain, the Debtors must file a noticeasserting against Reclamation Claims any defense to the value ofa Reclamation Claim, except as expressly waived based on: (a) the existence of a prior perfected lien on the Goods or (b) the disposition of proceeds from the sale of Goods.The Court makes it clear that the failure to file a Notice willbar the Debtors from the assertion of any Specific ReclamationDefenses to Reclamation Claims at any subsequent time. In theevent that a Notice is filed, Judge Drain says, a schedulingconference will be held to consider procedures and dates for adetermination as to Reclamation Claims of the SpecificReclamation Defenses as set forth in the Notice. The Vendors andany party asserting the Specific Reclamation Defenses reserve allrights to seek, and will be entitled to pursue, reasonablediscovery in connection with the assertion of any SpecificReclamation Defenses set forth in the Notice in conjunction withand incorporated into the Reclamation Procedures.Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --http://www.winn-dixie.com/-- is one of the nation's largest food retailers. The Company operates stores across the SoutheasternUnited States and in the Bahamas and employs approximately 90,000people. The Company, along with 23 of its U.S. subsidiaries,filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.Case No. 05-11063). D.J. Baker, Esq., at Skadden Arps SlateMeagher & Flom LLP, and Sarah Robinson Borders, Esq., and BrianC. Walsh, Esq., at King & Spalding LLP, represent the Debtorsin their restructuring efforts. When the Debtors filed forprotection from their creditors, they listed $2,235,557,000 intotal assets and $1,870,785,000 in total debts. (Winn-DixieBankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,Inc., 215/945-7000)* SIPC & Canadian Counterpart Coordinate in Investor Protection---------------------------------------------------------------The Securities Investor Protection Corporation (SIPC), which ischartered by the U.S. Congress to maintain a special reserve fundto protect the customers of insolvent brokerage firms, and itsCanadian counterpart, the Canadian Investor Protection Fund(CIPF), have signed a memorandum of understanding (MOU) in orderto work together more closely in the event of the insolvency of abrokerage firm doing business in both the United States andCanada.SIPC President Stephen Harbeck said: "SIPC and the CIPF have hadan excellent relationship for over 30 years. The new Memorandumof Understanding gives a structure to that relationship and thatwill work to the benefit of investors. The MOU provides forcooperation and efficient handling of claims from investors wherethere are cross border issues. We will also exchange informationon a regular basis."CIPF President Rozanne Reszel said: "CIPF is pleased to be a partyto the MOU with SIPC. With the globalization of the investmentindustry, CIPF considers it essential to collaborate acrossborders with other compensation funds to ensure that investorclaims will be dealt with expeditiously on an equitable basis."The SIPC-CIPF Memorandum of Understanding is the second suchagreement for SIPC. In February 2004, SIPC executed a similaraccord with the Financial Services Compensation Scheme, a SIPC-like entity that provides protection to investors in the UnitedKingdom.From its creation by the U.S. Congress in 1970 through December2003, SIPC has advanced $587 million in order to make possible therecovery of $14.0 billion in assets for an estimated 628,000investors. SIPC estimates that more than 99 percent of eligibleinvestors have been made whole in the failed brokerage firm casesthat it has handled to date.SIPC is an important part of the overall system of investorprotection in the United States. While a number of federal, self-regulatory and state securities agencies deal with cases ofinvestment fraud, SIPC's focus is both different and narrow:Restoring funds to investors with assets in the hands of bankruptand otherwise financially troubled brokerage firms. SIPC was notchartered by Congress to combat fraud. To read about SIPC'slimited role in investor protection, go to "How SIPC ProtectsInvestors" at http://www.sipc.org/how/sipcprotects.cfmSIPC either acts as trustee or works with an independent court-appointed trustee to recover funds. The statute that created SIPCprovides that customers of a failed brokerage firm receive allnon-negotiable securities that are already registered in theirnames or in the process of being registered. At the same time,funds from the SIPC reserve are available to satisfy the remainingclaims of each customer up to a maximum of $500,000. This figureincludes a maximum of $100,000 on claims for cash.CIPF was created by the Canadian investment industry to ensurethat client assets are protected -- within defined limits -- if aCIPF Member becomes bankrupt. Assets include cash, securities andcertain other property such as segregated insurance funds. CIPFis not a government organization. Payments to clients aredetermined independently by CIPF, not by the investment dealers.The investor pays no fees for CIPF protection. Coverage isautomatic when an investor opens an account with an investmentdealer that is a member of CIPF. For more information, go tohttp://www.cipf.ca/on the Web. * BOOK REVIEW: Black Monday - The Stock Market Catastrophe----------------------------------------------------------Author: Tim MetzPublisher: Beard BooksSoftcover: 268 pagesList Price: $34.95Order your personal copy athttp://amazon.com/exec/obidos/ASIN/1587982145/internetbankruptMetz uses his twenty-three-year career as a journalist with the"Wall Street Journal" to good effect in this account of the worststock-market crash since 1929. Chapters and sections within thembegin by noting date and location in the style of newspaperreports--e. g., "October 19, 1987 - New York Stock Exchange,chairman's office, 10:45 A.M."; "August 25, 1987 - Storefrontbroker's office near Canal Street, 11:30A.M." This has the effectof dramatizing the collapse, events surrounding it, and variedindividuals playing key roles in trying to deal with it andaffected by it. A hotel in Paris, a roadway leading to theCaracas, Venezuela airport, the White House, and the ChicagoMercantile Exchange are other locations. Like a camera panningfrom one scene to the next, Metz's style keeps the drama high andthe story moving. Even though the generalities of this historicstock-market event are known, one is drawn into Metz's telling byits inside-story perspective and to find out how the maincharacters act as the event unfolds and how things turn out forthem in the end.Two of these main characters are John Phelan, chairman of the NewYork Stock Exchange at the time, and Donny Stone, an NYSE tradingspecialist. The book opens with Phelan in his chairman's officein a meeting with the heads of Salomon Brothers, Merrill Lynch,Goldman Sachs, and other top financial and securities firms. Theyare all extremely concerned about the 235-point stock-marketdecline of the preceding week. And they have different thoughtson its causes, import, and appropriate responses to it. Afterseeing the havoc in the stock market of the previous week, DonnyStone cuts short his vacation in Florida to hurry back to New Yorkto take care of his business as best he can in the circumstanceswhich are having repercussions not only at the NYSE, but also inWashington, D. C., across America, and around the world.The long-term crippling consequences that Wall Street's topleaders and high government officials feared the worse wereavoided by a combination of enlightened quick remedies, loweringof fears, expertise and professionalism among numerous individualsin positions high and low, and opportunism among many who saw newopportunities in the havoc. While the worst consequences of thesudden, unexpected, chaotic collapse were avoided and normal orderand predictability returned to the financial markets before long,"Black Monday" brought essential changes to the NYSE and thebusiness of trading. Most of the public were not aware of thesechanges as normal operations returned over the following weeks.But they were unmistakable to insiders; and many individualsconnected to Wall Street for decades were hurt by the changes. AtMetz's paper, the "Wall Street Journal," some staff were let gobecause of the reduction in advertising and circulation followingthe crash. But apart from countless individuals who lost theirjobs from the dislocations caused by the crash, the business oftrading had a sea change."Black Monday" brought to light the degree to which traders andtrading had come to dominate the modern-day stock market. Ofcourse, trading in stocks had always been the NYSE's reason forbeing. But as the market crash evidenced, trading had taken on alife of its own. Trading calculations, as seen especially in riskarbitrage, had become so sophisticated and easy to execute thatmarket weaknesses being exploited were publicized widely andquickly. Along with this, the volume of stocks traded and thespeed with which financial transactions occurred with advancedcommunications made the market more mercurial and unmanageablethan it had ever been. The very image of trading had been changedwithin the financial community. As William Simon, the formerSecretary of the Treasury, noted, when he first entered investmentbanking, "trading was not a respectable profession." But by thetime of the 1987 disaster and even more so in the years after it,"kids out of B-school are dying to get to the trading desk."Trading has become a high-profile, quasi-glamorous subject in thedaily financial and business media. And to the graduates ofbusiness schools, it is seen as the field where the most money canbe made most quickly and easily.Tim Metz captures all of the dimensions and human drama of thiswatershed event in the history of the New York Stock Exchange. Hecloses with the Cassandra-like note that instead of trying tocontrol the astonishingly high levels of trading in short periodsof time which was a major cause of Black Monday, the NYSE with theguidance and support of the Security Exchange Commission (SEC)increased the capacity for trading.After more than 20 decades with "The Wall Street Journal," TimMetz is now the head of his own firm in the areas of financialcommunications and media relations strategy and execution. *********Monday's edition of the TCR delivers a list of indicative pricesfor bond issues that reportedly trade well below par. Prices areobtained by TCR editors from a variety of outside sources duringthe prior week we think are reliable. Those sources may not,however, be complete or accurate. The Monday Bond Pricing tableis compiled on the Friday prior to publication. Prices reportedare not intended to reflect actual trades. Prices for actualtrades are probably different. Our objective is to shareinformation, not make markets in publicly traded securities.Nothing in the TCR constitutes an offer or solicitation to buy orsell any security of any kind. It is likely that some entityaffiliated 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 withinsolvent balance sheets whose shares trade higher than $3 pershare in public markets. At first glance, this list may look likethe definitive compilation of stocks that are ideal to sell short.Don't be fooled. Assets, for example, reported at historical costnet of depreciation may understate the true value of a firm'sassets. A company may establish reserves on its balance sheet forliabilities that may never materialize. The prices at whichequity securities trade in public market are determined by morethan a balance sheet solvency test.A list of Meetings, Conferences and Seminars appears in eachWednesday's edition of the TCR. Submissions about insolvency-related conferences are encouraged. Send announcements firstname.lastname@example.com Friday's edition of the TCR includes a review about a book ofinterest to troubled company professionals. All titles areavailable at your local bookstore or through Amazon.com. Go tohttp://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday editionof the TCR.For copies of court documents filed in the District of Delaware,please contact Vito at Parcels, Inc., at 302-658-9911. Forbankruptcy documents filed in cases pending outside the Districtof 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 NTroubled Company Reporter is a daily newsletter co-published byBankruptcy 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 PatrickF. Casquejo, Christian Q. Salta, Jason A. Nieva, and Peter A.Chapman, Editors.Copyright 2005. All rights reserved. ISSN: 1520-9474.This material is copyrighted and any commercial use, resale orpublication in any form (including e-mail forwarding, electronicre-mailing and photocopying) is strictly prohibited without priorwritten permission of the publishers. Information containedherein is obtained from sources believed to be reliable, but isnot guaranteed.The TCR subscription rate is $675 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firmfor the term of the initial subscription or balance thereof are$25 each. For subscription information, contact Christopher Beardat 240/629-3300. *** End of Transmission ***