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

           Thursday, April 7, 2005, Vol. 9, No. 81

                          Headlines


ABITIBI-CONSOLIDATED: Buys Back $437 Mil. of Notes in Tender Offer
ADELPHIA COMMS: Asks Court to Okay Salary Adjustments for EVPs
AMERICAN RESTAURANT: Disclosure Hearing Moved to April 22
ANDRE S. TATIBOUET: Case Summary & 20 Largest Unsecured Creditors
ARMSTRONG WORLD: Conference with Judge Robreno on April 25

ASHMONT AUTO: Voluntary Chapter 11 Case Summary
ATA AIRLINES: Motion to Reject Orlando Airport Lease Draws Fire
AVCORP INDUSTRIES: Working Opportunity Holds 18.4% Equity Stake
BALLY TOTAL: Amends Credit Agreement & Secures Waiver
BALLY TOTAL: Hosting Investor Conference Call on April 12

BELDEN & BLAKE: Moody's Junks $192.5M Second Secured Senior Notes
BILLING SERVICES: S&P Puts Low-B Ratings on Two Bank Loans
CAESARS ENT: Completes $145M South African Casino Interest Sale
CAPITAL ACQUISTIONS: Involuntary Chapter 11 Case Summary
CHARTER COMMS: Names Edward Machek Chief Information Officer

CINCINNATI BELL: Refinancing Prompts S&P to Lift Rating to BB-
CITATION CORP: Committee Taps Chanin Capital as Financial Advisor
CLEARLY CANADIAN: Inks BG Capital $3M Private Placement Financing
CORPORATE BACKED: S&P Puts Junk-Rated Certs. on Creditwatch
COVANTA ENERGY: Reports Management's Ownership of Danielson Stock

CSPB LLC: Case Summary & 4 Largest Unsecured Creditors
CURTIS & MARI: Case Summary & 20 Largest Unsecured Creditors
DATATEL INC: Moody's Puts Low-B Ratings on Three Loans
DATATEL INC: S&P Puts Low-B Ratings on Two Proposed Loans
DIRECTV HOLDINGS: S&P Puts BB Rating on $2.5 Billion Sr. Sec. Loan

DELTA AIR: March 2005 System Traffic Up 14.4% from Last Year
ENRON CORP: Inks Pact with Oregon Electric to Terminate PGE Sale
ENTERTAINMENT INT'L: Case Summary & 19 Largest Unsecured Creditors
FEDDERS CORP: Delays Form 10-K Filing to Complete Financial Audit
FEDERAL-MOGUL: Names Jean Brunol Senior Vice President

FEDERAL-MOGUL: Wants Until Aug. 1 to Make Lease-Related Decisions
FRIEDMAN'S: Wants Until Feb. 2006 to File Plan of Reorganization
GAP INC: Moody's Upgrades Long Term Debt Ratings to Baa3 from Ba1
GENESIS HEALTHCARE: S&P Puts B- Rating on $180 Mil. Sr. Sub. Loan
GEORGIA BUILDING: Case Summary & 20 Largest Unsecured Creditors

GMAC MORTGAGE: Fitch Upgrades Low-B Ratings of 3 Mortgage Classes
HAWAIIAN AIRLINES: Paul Boghosian Indicted on Bankruptcy Fraud
HLI OPERATING: S&P Puts B Rating on $150MM Second-Lien Term Loan
HOLLINGER INC: Demands $550M in Damages & $86M in Reimbursement
HOLLINGER INC: Holding $82.97 Million Cash Balance as of March 18

HOLLINGER INC: Inspector's Report Delayed as Fees Tops $5.25 Mil.
ICEFLOE TECH: Taps Fleishman-Hillard to Handle Investor Relations
IMAGIS TECHNOLOGIES: Raising $1.5 Mil. in Private Equity Placement
INFOR GLOBAL: Moody's Junks $200 Million Second Lien Term Loan
INFOR GLOBAL: S&P Junks Proposed $200M Second-Lien Sr. Sec. Loan

INTERSTATE BAKERIES: Non-Union Retirees Want Committee Appointed
JP MORGAN: Fitch Upgrades $18 Million Mortgage Certificates to BB+
KAISER ALUMINUM: Completes Sale of 20% QAL Stake
KCS ENERGY: Moody's Puts B3 Rating on $75 Mil. Proposed Sr. Notes
LEAP WIRELESS: 10-K Filing Delay Cues S&P to Watch B- Rating

LIFESTREAM TECH: Names Ed Siemens to Board of Directors
LONG BEACH: Fitch Puts Low-B Ratings on $57.5M Asset-Backed Certs.
MBIA INC: SEC & NY Atty. General Subpoena Additional Documents
MCI INC: Rejects Qwest's $8.9 Billion Proposal Over Verizon's Bid
MCI INC: Verizon Raises Issues Regarding a Qwest/MCI Merger

MIRANT CORP: Court Will Consider Slater & Schlesinger Opinions
MIRANT CORP: Equity Committee Says Plan is Unconfirmable
MISSION RESOURCES: Petrohawk Sale Cues S&P to Put Rating on Watch
MISSISSIPPI CHEMICAL: Ct. Approves Assumption of Utility Contract
MORTGAGE CAPITAL: Fitch Upgrades Low-B Ratings of Two Mort. Certs.

NHC COMMUNICATIONS: Raises $700,000 in Private Debenture Placement
NRG ENERGY: Officers Acquire Deferred Stock Units as Incentives
OAKWOOD HOMES: Court Extends Claim Objection Deadline to Dec. 15
OAKWOOD HOMES: Trust Wants More Time to Serve Avoidance Actions
OGLEBAY NORTON: Sells North Carolina Mica Operation for $15 Mil.

OPTINREALBIG.COM: Taps Lindquist & Vennum as Bankruptcy Counsel
OWENS CORNING: Citadel Credit Holds Allowed $1.28M Unsec. Claims
PARAMOUNT RESOURCES: Files Annual & Fourth Quarter Reports
PARMALAT USA: Has Until June 30 to Decide on Atlanta Contracts
PEACHTREE FRANCHISE: Fitch Downgrades Four 1999-A Note Classes

PHILIP SERVICES: Court Lifts Injunction Against Crown Central
PRIDE INTERNATIONAL: Moody's Affirms Three Low-B Debt Ratings
QWEST: Fitch Takes No Action Despite MCI Purchase Talks
QWEST COMMS: MCI Rejects $8.9 Billion Takeover Bid
QWEST COMMS: Weighs Options Following MCI's Rejection of Offer

RAYTECH CORP: Seeks Waivers & Reports Prelim Financial Results
REDDY ICE: Amends 8-7/8% Senior Subordinated Debt Tender Offer
RELIANCE GROUP: Wants to Honor Interparty Pact with J. Goodman
REMEDIATION FIN'L: Wants Solicitation Period Extended to July 27
REXNORD CORP: Buying Falk Cues S&P to Put B+ Rating on CreditWatch

ROOMLINX INC: Inks Pact to Acquire SuiteSpeed
SALOMON BROTHERS: Fitch Maintains Junk Rating on $11.1 Mil. Certs.
SATURNS TRUST: S&P Cuts Rating on $60 Mil. Debt to BB+ From BBB
SENETEK PLC: Appoints M. Khoury & R. Aliahmad as New Directors
SPIEGEL INC: Court Okays Home Store Lease Disposition Protocol

STRUTHERS INDUSTRIES: Business Up for Sale to Highest Bidder
SYRATECH CORP: Silvestri Auction Set for Apr. 19
THAXTON GROUP: Gets Lease Decision Period Extended to June 8
THAXTON GROUP: Sells Accounts Receivables to The Sagres Company
TRUMP HOTELS: $10 Million Reserved to Pay DLJ's Claims

TRUMP HOTELS: Stipulation Resolves Power Plant Group Dispute
UAL CORPORATION: Court Okays Boeing Aircraft Lease Amendment
VAST EXPLORATION: Buys Oil & Gas Assets for CDN$2.9 Million
VERY LTD: Case Summary & 20 Largest Unsecured Creditors
WARP TECHNOLOGY: Names Messrs. Boehmer, Howitt & Lotke Directors

* David Carlson & Craig Mcclory Join Alvarez & Marsal in Chicago

                          *********

ABITIBI-CONSOLIDATED: Buys Back $437 Mil. of Notes in Tender Offer
------------------------------------------------------------------
Abitibi-Consolidated Inc. and its subsidiary, Abitibi-Consolidated
Company of Canada, have accepted and purchased US$337 million
aggregate principal amount of Abitibi's 8.30% notes due 2005 and
US$100 million of ACCC's 6.95% notes due 2006 that were tendered
in response to the Company's previously announced tender offers.
The tender offers expired at 12:00 Midnight, on Monday, April 4,
2005.  The 2005 Notes that were tendered and not withdrawn before
5:00 p.m., New York City time, on March 16, 2005, were accepted
and purchased by the Company on March 29, 2005.

Based on the final count by the depositary, the tender offer for
the 2006 Notes was oversubscribed, with an aggregate principal
amount of US$267 million of 2006 Notes having been tendered prior
to the expiration date.  The Company used the proceeds of its
recently completed issuance of US$450 million in aggregate
principal amount of 8.375% Notes due 2015 to fund the purchase of
the Notes in the tender offers and to pay associated expenses and
accrued interest.  Citigroup Global Markets Inc. and Credit Suisse
First Boston LLC acted as the Dealer Managers for the tender
offers.  Global Bondholder Services Corporation acted as
depositary and information agent for the tender offers.

Abitibi-Consolidated is a global leader in newsprint and uncoated
groundwood (value-added groundwood) papers as well as a major
producer of wood products, generating sales of $5.8 billion in
2004.  The Company owns or is a partner in 26 paper mills, 22
sawmills, 4 remanufacturing facilities and 1 engineered wood
facility in Canada, the U.S., the UK, South Korea, China and
Thailand.  With approximately 14,000 employees, excluding its
PanAsia joint venture, Abitibi-Consolidated does business in
approximately 70 countries.  Responsible for the forest management
of approximately 18 million hectares of woodlands, the Company is
committed to the sustainability of the natural resources in its
care.  Abitibi-Consolidated is also the world's largest recycler
of newspapers and magazines, serving 16 metropolitan areas in
Canada and the United States and 130 local authorities in the
United Kingdom, with 14 recycling centres and approaching 20,000
Paper Retriever(R) and paper bank containers.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 24, 2005,
Moody's Investors Service rated Abitibi-Consolidated Inc.'s new
(up to) US$500 million senior unsecured debt issue Ba3.
Concurrently, the company's Ba3 senior implied, senior unsecured
and issuer ratings were affirmed, as was the SGL-4 speculative
grade liquidity rating (indicating weak liquidity).  Since the
debt issue and tender offer eliminate near term maturities,
Moody's anticipates the SGL rating will be upgraded upon
completion.

Moody's says the outlook remains negative.

Rating issued:

Abitibi-Consolidated Company of Canada:

   * Senior unsecured 7-and-10 year notes of up to US$500 million
     (term-to-maturity split to be determined): Ba3

Ratings affirmed:

Abitibi-Consolidated Inc.:

Outlook: negative

   * Senior Implied: Ba3
   * Issuer: Ba3
   * Senior Unsecured: Ba3
   * Senior Unsecured Shelf Registration: (P)Ba3
   * Speculative Grade Liquidity Rating: SGL-4

Abitibi-Consolidated Company of Canada:

Outlook: negative

   * Bkd Senior Unsecured: Ba3
   * Senior Unsecured Shelf Registration: (P)Ba3

Abitibi-Consolidated Finance L.P.:

Outlook: negative

   * Bkd Senior Unsecured: Ba3
   * Senior Unsecured Shelf Registration: (P) Ba3

Donohue Forest Products Inc.:

Outlook: negative

   * Bkd Senior Unsecured: Ba3

As reported in the Troubled Company Reporter on Mar. 24, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
newsprint producer Abitibi-Consolidated Co. of Canada's
US$450 million senior unsecured notes due 2015, issued pursuant to
the company's US$800 million shelf registration.  The notes are
unconditionally guaranteed by its parent, Abitibi-Consolidated
Inc.  At the same time, Standard & Poor's affirmed its 'BB-' long-
term corporate credit and senior unsecured debt ratings.  S&P says
the outlook is negative.


ADELPHIA COMMS: Asks Court to Okay Salary Adjustments for EVPs
--------------------------------------------------------------
Since they joined Adelphia Communications Corporation in 2003,
the Debtors' Executive Vice Presidents -- Vanessa Wittman, Chief
Financial Officer, and Brad Sonnenberg, General Counsel -- have
become invaluable to the Debtors' reorganization process,
according to Myron Trepper, Esq., at Willkie Farr & Gallagher
LLP, in New York.  Ms. Wittman and Mr. Sonnenberg helped ACOM's
Board of Directors, the Chief Executive Officer and the Chief
Operating Officer in achieving maximum value of ACOM's
constituents.  Without the EVPs dedicated participation in the
Debtors' dual-track emergence process, Mr. Trepper says, it would
be significantly more difficult to timely sell the company or
emerge from bankruptcy on a stand-alone basis.

                   Ms. Wittman's Responsibilities

"As CFO, Ms. Wittman has a tremendous amount of responsibility as
the Debtors make their way toward emergence," Mr. Trepper says.
In connection with the sale process, Ms. Wittman is charged with:

    -- completion of outstanding diligence items requested by
       multiple bidders,

    -- diligence with respect to potential purchasers,

    -- negotiations over value,

    -- contract negotiations with bidders,

    -- coordination of information flow to constituents regarding
       bids,

    -- coordination of merger and acquisition advisors,

    -- value maximization analysis,

    -- tax analysis,

    -- distribution of proceeds analysis, and

    -- negotiation of potential state tax claims.

Ms. Wittman also supervises a number of other tasks regarding
plan of reorganization issues, including:

    -- the preparation of draft 2004 financials,

    -- updating the disclosure statement,

    -- assisting with the liquidation analysis,

    -- potential preparation of fresh start accounting,

    -- negotiation and explanation of intercompany balances and
       their impact on intercreditor settlements,

    -- analysis of intercreditor settlement alternatives, and

    -- the claims resolution process.

In terms of general finance and accounting duties as well as
other miscellaneous responsibilities, Ms. Wittman is tasked with:

    -- overseeing budgeting issues,

    -- organizing and supervising the preparation of responses to
       the Securities and Exchange Commission with respect to the
       SEC's comments to the 10-K filed in December of 2004,

    -- preparation of 2004 financials and any related carve-out
       audits required by purchasers,

    -- preparation of over 4,000 state, local and federal tax
       returns related to the restatement,

    -- completion of the 2004 Sarbanes Oxley compliance,

    -- oversight of asset divestitures and partnerships,

    -- negotiation of disputes with respect to the Debtors'
       partnerships,

    -- debtor-in-possession facility extension marketing,

    -- contract support for key programming contracts,

    -- resolution of Rigas property issues,

    -- assistance in the resolution of litigation claims, and

    -- oversight of Fee Committee issues.

                  Mr. Sonnenberg's Responsibilities

Similarly, Mr. Trepper says, Mr. Sonnenberg has had a vast of
ever-increasing responsibilities in the Debtors' cases, many of
which are above and beyond what his peers at other large
companies are required to manage.  "As chief legal advisor to the
Board and the Board's audit, governance, and compensation
committees, Mr. Sonnenberg oversees the numerous, very sensitive,
legal and governance issues confronting the Board," Mr. Trepper
relates.  In addition, Mr. Sonnenberg oversees all aspects of the
Company's legal and regulatory compliance, including securities
compliance and disclosure, legal aspects of the Debtors' audit,
restructuring and sale processes, litigations implicating
significant assets of the Debtors, federal and local government
relations, including local franchising, participation in industry
public policy issues, political advocacy, and the Debtors' very
complex negotiations with the Department of Justice and
Securities and Exchange Commission.  Mr. Trepper tells the U.S.
Bankruptcy Court for the Southern District of New York that Mr.
Sonnenberg heads a legal department that he built from very little
foundation, supervising the delivery of a wide range of legal
services in addition to those identified, like those required by
the Debtors' accounting, finance, human resources, commercial
relations, marketing, and technology operations.  Mr. Sonnenberg
also supervises and coordinates with a wide array of outside
counsel.

              Asset Sale Will Mean More Work for EVPs

In the event the Debtors' businesses are sold, the EVPs will have
a host of additional responsibilities.  Ms. Wittman will be
tasked with, among other things:

    -- coordination and oversight of myriad tax filings,

    -- transition of financial information systems to a buyer,

    -- conversion of current billing platforms,

    -- resolution of the financial statements of the Rigas
       properties,

    -- coordination of 2004 audits of the company and the joint
       venture,

    -- filing of multiple tax returns, oversight of contract
       covenant compliance,

    -- continuation of Sarbanes Oxley tasks and compliance,

    -- preparation of transition agreements for multiple sectors
       of the company,

    -- financial work in support of LFA transfers,

    -- additional review of contracts for potential rejections,
       and

    -- navigation and negotiation of potential price adjustments.

Mr. Sonnenberg's ongoing responsibilities will not only continue
but expand between signing and closing, Mr. Trepper says.
Specifically, Mr. Sonnenberg will have additional, critical
responsibilities necessary to the close of any transaction,
including obtaining Communications Act and antitrust approvals,
local franchising consents, Adelphia-side legal compliance with
closing conditions and other contract terms, reviewing, and if
necessary, challenging, buyer-side legal compliance with closing
conditions and other contract terms, legal oversight over any
disputes that may arise in a sale transaction, legal opinions and
representation letters required for closing, consummation of any
SEC or DOJ settlement, and numerous, complex legal issues arising
from the integration of any sales transaction into a plan of
reorganization.

                   Enhanced Compensation Benefits

If the Debtors were to lose Ms. Wittman and/or Mr. Sonnenberg and
the Debtors' emergence process was delayed by even one month, Mr.
Trepper says, the Debtors could lose more than $20,000,000, the
current run rate for professional fees, in addition to an extra
month of accrued interest on the Debtors' bonds, totaling tens of
millions of dollars.  "Additionally, if the EVPs were to resign,
the Debtors would be left with a chaotic environment lacking
their essential leadership.  Moreover, it is unlikely that anyone
would step into the EVPs' underpaid and overworked shoes and
assume their atypical responsibilities.  Undoubtedly, given the
EVPs' complicated roles and current levels of compensation, it
would prove extremely difficult for the Debtors to successfully
recruit qualified executives with bankruptcy experience who are
willing to assume the risks and perform the duties attendant to
the EVPs' positions without any assurance that a long-term
opportunity with Adelphia exists."

Mr. Trepper informs Judge Gerber that Ms. Wittman and Mr.
Sonnenberg have made many sacrifices for the Debtors.  "It is
only fair that the EVPs now be equitably compensated through
measures they more than deserve."

By this motion, the Debtors ask the Court to approve:

    (a) Adjusted Base Salaries for Executive Vice Presidents;

    (b) an Amended Short Term Incentive Plan Opportunity for
        General Counsel;

    (c) a Key Employee Continuity Plan for Executive Vice
        Presidents; and

    (d) an Amended Performance Retention Plan for Executive Vice
        Presidents.

After lengthy analysis and consideration, the Compensation
Committee of ACOM's Board has approved the EVP KERP proposal.
The Compensation Committee consulted Watson Wyatt Worldwide while
ACOM's management reviewed data provided by Towers Perrin HR
Services.

1. Adjusted Base Salaries and Amended Short Term Incentive Plan

    The Debtors plan to increase Ms. Wittman's base salary from
    $490,000 to $600,000 and Mr. Sonnenberg's base salary from
    $266,000 to $325,000 effective as of January 1, 2005.

    The Debtors also seek the Court's authority to increase Mr.
    Sonnenberg's STIP opportunity from 60% to 80% of EBITDAR
    target so that he could potentially realize a STIP bonus of
    $260,000.

2. Key Employee Continuity Program

    The EVPs will be eligible to receive Stay Bonuses in an amount
    that is one and a half times their base salaries, totaling
    $900,000 for Ms. Wittman and $487,500 for Mr. Sonnenberg.  In
    the event of a sale of the company, the EVPs will be eligible
    to receive Sale Bonuses in an amount that is two times their
    base salaries, totaling $1,200,000 for Ms. Wittman and
    $650,000 for Mr. Sonnenberg.

3. Amended Performance Retention Plan

    In September 2004, the Court approved an amendment to the
    Debtors' Performance Retention Plan whereby the performance
    awards intended to replace the long-term incentive component
    of an employee's compensation package in the absence of an
    equity-based compensation plan, can potentially vest, at the
    discretion of the Compensation Committee, if an employee is
    terminated as a result of the sale of less than substantially
    all of the Debtors' assets.  Although it is unlikely that
    either of the EVPs would be terminated as a result of a sale
    of less than substantially all of the Debtors' assets, out of
    an abundance of caution and for consistency purposes, the
    Debtors wish to apply the amended PRP trigger to the EVPs.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 83; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERICAN RESTAURANT: Disclosure Hearing Moved to April 22
---------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, will convene a hearing on April 22, 2005, to
review the adequacy of information contained in the Fourth Amended
Disclosure Statement explaining the Fourth Amended Plan of
Reorganization filed by American Restaurant Group, Inc., and its
debtor-affiliates.

The Fourth Amended Plan proposes to wipe out existing equity,
transfer an 85% equity stake in the Reorganized Company to old
secured noteholders, and deliver a 15% slice of the new equity to
holders of general unsecured claims.

Tri-Point Capital Advisers will hold a controlling stake in the
Reorganized Restaurant Chain.

American Restaurant is taking steps to put its business in a
better position in the market.  Magic Advertising will organize
its rebranding, advertising and media buying for the 85 Black
Angus and three Cattle Company restaurants.

Laura Medanich, American Restaurant's Senior Director for
Marketing, tells Andrew F. Hahm at the Business Journal that the
restaurant's makeover will offer an "extremely fresh, more
contemporary look."  She adds, "Most of the restaurants have not
had extensive remodeling since the 1970s.  The plan is to go with
the fresh market perspective, demonstrate its viability and
continue on from there."

Headquartered in Los Altos, California, American Restaurant Group,
Inc., through its subsidiaries operating as Stuart Anderson's,
specializes in U.S.D.A. Choice fresh-cut steak; seasoned, seared,
and slow-roasted prime rib; and a variety of seafood entrees
complete with 'all the fixin's'.  The company and its debtor-
affiliates filed for chapter 11 protection on Sept. 28, 2004
(Bankr. C.D. Calif. Case No. 04-30732).  Thomas R. Kreller, Esq.,
at Milbank, Tweed, Hadley & Mccloy represents the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy
protection, they listed $77,873,000 in assets and $273,395,000 in
total debts.


ANDRE S. TATIBOUET: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Andre S Tatibouet
        3131 Noela Street
        Honolulu, Hawaii 96815

Bankruptcy Case No.: 05-00829

Type of Business: The Debtor owns the Coral Reef Hotel in Hawaii.

Chapter 11 Petition Date: April 5, 2005

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: James A. Wagner, Esq.
                  Wagner Choi & Evers
                  745 Fort Street, Suite 1900
                  Honolulu, Hawaii 96813
                  Tel: (808) 533-1877
                  Fax: (808) 566-6900

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Sterling Savings Bank                      $10,000,000
c/o David Criswell, Esq.
101 Southwest Main Street, #1100
Portland, OR 97204

Chesterfield Mortgage Investor              $3,939,250
c/o Wolfstone Panchot & Bloch
801 Second Avenue, #1500
Seattle, WA 98104

Cendant                                     $3,500,000
c/o Graham and Dunn PC
Pier 70, 2801 Alaskan Way #300
Seattle, WA 98121

AEA Bank                                    $2,500,000
c/o Clyde B. Brooks, Jr.
1505 Westlake Ave North #125
Seattle, WA 98109

James Bickerton, Esq.                       $1,200,000
745 Fort Street, Suite 801
Honolulu, HI 96813

City Bank                                     $675,000
nka Central Pacific Bank
220 S. King Street
Honolulu, HI 96813

Bankers Bank                                  $591,407
7700 Mineral Point Road
Madison, WI 53717

Royal Credit Union                            $500,000
c/o Garvey Anderson Johnson
402 Graham Avenue
Eau Claire, WI 54702

Foster Pepper Shefelman PLLC                  $500,000
Richard Keefe, Esq.
1111 Third Avenue, #3400
Seatlle, WA 98101

Peter Craigie, Esq.                           $400,000
540 Pacific Avenue
San Francisco, CA 94133

Fremont Investment                            $300,000
c/o Quarles & Brady Streich
One South Church Avenue, #1700
Tucson, AZ 85701

Ajay Patel                                    $300,000
c/o Scarff and Wilson, PLLC
3035 Island Crest Way

Erik Kloninger                                $200,000

David T. Pietsch Trust                         $63,000

Deloitte & Touche                              $62,000

Calvert G. Chipchase, III, Esq.                $60,000

First Hawaiian Bank                            $59,791

Lucia Cisternas                                $52,000

Hawaiian Electric Co., Inc.                    $20,846

Aon Risk Services                               $8,084


ARMSTRONG WORLD: Conference with Judge Robreno on April 25
----------------------------------------------------------
Judge Robreno of the U.S. District Court for the District of
Delaware will hold a status and scheduling conference on April 25,
2005, at 10:00 a.m. in Courtroom 11A, United States Courthouse,
601 Market Street, in Philadelphia, Pennsylvania.  That get-
together was originally scheduled for April 11.

The Debtors and other core parties-in-interest will report on the
status of all bankruptcy appeals and motions pending before the
U.S. District Court for the District of Delaware.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
(Armstrong Bankruptcy News, Issue No. 74; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ASHMONT AUTO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Ashmont Auto Repair, Inc.
        dba Dorchester Avenue Mutual
        1742-1748 Dorchester Avenue
        Dorchester, Massachusetts 02124

Bankruptcy Case No.: 05-12706

Chapter 11 Petition Date: April 4, 2005

Court: District of Massachusetts (Boston)

Judge: Robert Somma

Debtor's Counsel: Leonard Ullian, Esq.
                  The Law Office Of Ullian & Associates
                  220 Forbes Road, Suite 106
                  Braintree, Massachusetts 02184
                  Tel: (781) 848-5980

Total Assets: Unknown

Total Debts:  Unknown

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


ATA AIRLINES: Motion to Reject Orlando Airport Lease Draws Fire
---------------------------------------------------------------
To recall, ATA Airlines, Inc., and its debtor-affiliates sought
the United States Bankruptcy Court for the Southern District of
Indiana's approval to reject an airport lease with the Greater
Orlando Aviation Authority.

                          GOAA Objects

The Greater Orlando Aviation Authority raises certain issues with
respect to ATA Airlines, Inc.'s request to terminate the
January 1, 1996 Airline-Airport Use and Lease Agreement:

(A) The Debtors cannot unilaterally dictate an "effective date
    for rejection."

    The Debtors indicate that the rejection will be effective as
    of the date they tender written notice to GOAA.  Roy S.
    Kobert, Esq., at Broad and Cassel, in Orlando, Florida,
    argues that any Court order should specifically state a
    rejection date.  Otherwise, GOAA would be unable to make
    arrangements to re-let the premises to new tenants and would
    incur additional damages.  The Court in In re Trak Auto
    Corporation, 277 B.R. 655 (Bankr. E.D. Va. 2002) teaches that
    "[w]hen an order is entered by the Court rejecting one of
    debtor's leases, the effective date of rejection provided in
    the order will govern."  Mr. Kobert tells Judge Lorch that
    the issue of rejection does not turn on when the debtor turns
    the keys over to the landlord but is a matter of court
    order.

(B) The Debtors failed to give notice to all parties affected by
    the proposed rejection.

    The Debtors have entered into sublease and handling
    agreements with Alaska Airlines, Inc., and Bahamasair that
    will be terminated upon rejection of the Use & Lease
    Agreement.  Mr. Kobert informs the Court that the subtenants
    would also be required to vacate the premises covered by the
    Lease.

(C) The Debtors failed to address the rejection of the
    accompanying Fuel System Lease Agreement, effective as of
    January 1, 1996, between GOAA and ATA Airlines, and its
    related Joinder Agreements.

    Section 11.1 of the Fuel System Agreement provides that, in
    the event of a default under the Use and Lease Agreement, and
    GOAA exercises its right to terminate the Lease as a result
    of the default, then the Fuel System Agreement will
    terminate, as to the defaulting Lessee, upon the termination
    of the Lease.  Upon termination of the Fuel System Agreement,
    all subleases with respect to the fuel system will terminate.
    The termination of the Fuel System Agreement will, at the
    GOAA's option, terminate all existing subleases applicable to
    the fuel system.

    Section 365(g)(1) of the Bankruptcy Code provides that a
    "debtor's rejection of an executory contract under Section
    365(a) is deemed a prepetition breach."  Although the Debtors
    have stated their intentions to enter into a non-signatory
    airline agreement with GOAA, the Fuel System Agreement,
    Interline Agreement and Access Agreement are a part of
    signatory airline agreements and the attendant benefits are
    not offered to non-signatory airlines at the Orlando
    International Airport, similar to the change in status the
    Debtors wish to achieve.

(D) The Debtors are attempting to end run the requirements of
    Section 365.

    Mr. Kobert contends that the Debtors are selecting the most
    opportune portions of their non-residential lease in the
    guise of a typical rejection procedure, while instantaneously
    executing a new contract with GOAA.  Pursuant to Section 365,
    the Debtors must accept or reject the Use & Lease Agreement
    in its entirety.

GOAA believes that the Debtors do not need the Court's authority
to negotiate a new operating agreement.  GOAA relates that it has
expended its best efforts in negotiating a new operating agreement
with the Debtors to document the final details of exactly what
leasable space the Debtors wish to secure going forward and on
what terms.  If the agreement requires court approval, then the
Debtors may cause a disruption of service to their customers at
the Airport and may not reach the goal of a seamless transition.

GOAA asks Judge Lorch to determine whether Court approval is
required, especially in light of the fact that there is no
existing, executed contract to be approved at the scheduled
hearing, let alone an opportunity to circulate the contract
amongst the Official Committee of Unsecured Creditors or other
interested parties.  GOAA suggests that the Debtors may wish to
seek an adjournment of the rejection hearing to allow the
execution and approval of a limited Space and Use Agreement and
avoid the attendant urgency under which all the parties currently
operate.

GOAA also asks the Court to deny the rejection request until the
Debtors:

   (a) provide adequate notice to all affected parties;

   (b) determine a specific effective date of rejection;

   (c) determine that they do not need authority to negotiate a
       new Operating Agreement; and

   (d) obtain an Order rejecting the Fuel System Agreement,
       Interline Agreement and Access Agreement in addition to
       the Lease.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AVCORP INDUSTRIES: Working Opportunity Holds 18.4% Equity Stake
---------------------------------------------------------------
Avcorp Industries Inc. (TSE.AVP) closed a private placement of
9,635,000 units 3,100,000 of which was subscribed for by insiders
of the Corporation.  Each Unit consists of one common share of the
Company and one share purchase warrant.

Units issued to Insiders consist of one Share and one Warrant.
Two Warrants entitle Insiders the right to purchase one additional
Share at $0.30 for a nine-month period expiring January 4, 2006.

All other placees who are not Insiders have received Units
consisting of one Share and one Warrant. Warrants issued to non-
Insiders entitle the holder the right to purchase one additional
Share at $0.35 per Share for a 12-month period expiring April 4,
2006.

All Shares issued pursuant to this private placement together with
any Shares issuable on the exercise of the Warrants have a hold
period expiring August 5, 2005.  The proceeds of the financing
will be used for general working capital.

One of the investors in the private placement is Working
Opportunity Fund (EVCC) Ltd., managed by GrowthWorks Capital Ltd.,
which acquired 1,200,000 units.  As a result of the private
placement, WOF now owns an aggregate of 10,288,452 Common Shares
of Avcorp, representing approximately 18.4% of the issued and
outstanding Common Shares of Avcorp at the closing of the private
placement.  WOF also holds warrants to purchase 166,666 Common
Shares at a price of $0.50 per Common Share until February 5,
2006, the warrants to purchase 600,000 at a price of $0.30 per
Common Share until January 4, 2006, a 8.75% convertible debenture
in the principal amount of $1,350,000 dated August 18, 2004 and a
secured non-convertible promissory note dated February 27, 2004
for $315,000.

David Levi, President and CEO of Working Opportunity Fund, holds
director's options on behalf of WOF to purchase 150,000 Common
Shares at a price of $0.62 per Common Share until November 20,
2008. WOF has acquired the convertible debenture for investment
purposes only.

Although it is not anticipated at this time, WOF may make further
purchases of securities of Avcorp for investment purposes only.

                   About Working Opportunity Fund

Working Opportunity Fund, one of GrowthWorks(TM) managed funds, is
western Canada's largest venture capital fund with $410 million in
assets and 50,000 shareholders.  The Fund --
http://www.wofund.com/-- has invested in over 80 growth-oriented
companies in British Columbia's emerging sectors, primarily in
information technology, life sciences, advanced manufacturing, and
early stage investing.  GrowthWorks is a registered trademark of
GrowthWorks Capital Ltd.

                       About Avcorp Industries

Avcorp Industries Inc. designs and builds major airframe
structures for some of the world's most respected aircraft
companies, including Bombardier, Boeing and Cessna.  With over 40
years of experience, more than 500 skilled employees and a 300,000
square foot facility near Vancouver, Canada, the company's depth
and breadth of capabilities are unique in the aerospace industry
for a company of its size.  Avcorp is a Canadian public company
traded on the Toronto Stock Exchange.

During 2004, the aerospace industry continued to be affected by
significant uncertainties in the overall economy and the
geopolitical situation.  Also during the year, Avcorp Industries
incurred significant start-up costs as it commenced production for
a new customer.  These factors have affected the Company for 2004
and 2003, resulting in continued losses (2004: $7,656,000; 2003:
$5,134,000).  The Company has a working capital surplus of
$4,573,000 (2003: $3,179,000 working capital deficit) and an
accumulated deficit of $37,149,000 at December 31, 2004 (2003:
$29,493,000).  The losses incurred by the Company and operating
line constraints raise significant uncertainty about the Company's
ability to continue as a going concern.

Subsequent to the year-end, the Company augmented its liquidity by
raising $2,450,000 from the issuance of 9,800,000 common shares at
a price of $0.25 each.

At December 31, 2004, the Company was not in compliance with its
working capital and debt servicing covenants.  The Company has
obtained waivers from its lenders for this non-compliance.


BALLY TOTAL: Amends Credit Agreement & Secures Waiver
-----------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE:BFT) has secured an
amendment and waiver to its existing credit agreement with its
revolving credit and term loan lenders.  The amendment provides
the Company with additional covenant flexibility by exempting from
the calculation of various financial covenants certain costs
incurred by Bally Total Fitness in connection with the SEC and
Department of Justice investigations and other matters.  The
amendment also waives certain technical defaults, which generally
relate to delivery of financial information and perfection of
leasehold mortgages.

Under the terms of the First Amendment and Waiver agreement with
its Lenders, Bally must:

    * deliver monthly cash flow reports to the Lenders; and

    * deliver a Revised Business Plan to the Lenders by
      July 1, 2005.

Bally agrees to:

    * limit capital expenditures for 2005 to $50,000,000; and

    * promises that it will not agree to pay more than $10,000,000
      on account of damages, penalties or similar amounts (other
      than from insurance proceeds) in connection with (i) pending
      securities class action lawsuits and related SEC
      investigations, the DOJ Investigation, and any other
      litigation matters disclosed to the Lenders.

The Lenders are considering retaining a financial advisor, and
Bally will pay that advisor's fees and expenses.  The Lenders have
advised Bally that they expect the scope of the financial
advisor's work to be limited to reviewing (i) 2004 financials,
(ii) monthly financials through May 2005, (iii) any restated
financials, and (iv) the Revised Business Plan to be delivered on
or prior to July 1, 2005.  The Lenders expect their financial
advisor will complete its work on or about July 21, 2005.

A full-text copy of the amendment and waiver is available for free
at:


http://www.sec.gov/Archives/edgar/data/770944/000077094405000005/ex10_1-040505.htm

The current 48 members of Bally's lending consortium are:

     * JPMORGAN CHASE BANK, N.A., individually and as Agent
     * ADAR INVESTMENT FUND LTD.
     * ANCHORAGE CROSSOVER CREDIT OFFSHORE MASTER FUND, LTD.
     * AVERY POINT CLO, LTD.
     * BRANT POINT CBO 1999-1 LTD.
     * BRANT POINT II CBO 2000-1 LTD.
     * CASTLE HILL I INGOTS, LTD.
     * CASTLE HILL II INGOTS, LTD.
     * HARBOUR TOWN FUNDING LLC
     * LOAN FUNDING XI LLC
     * RACE POINT CLO, LIMITED
     * RACE POINT II CLO, LIMITED
     * SANKATY HIGH YIELD PARTNERS III, L.P.
     * BLACK DIAMOND OFFSHORE LTD.
     * DOUBLE BLACK DIAMOND OFFSHORE LDC
     * RED FOX FUNDING LLC
     * CANYON CAPITAL CDO 2002-1 LTD.
     * CANYON CAPITAL CLO 2004-1 LTD.
     * CITADEL HILL 2000 LTD.
     * CITADEL HILL 2004 LTD.
     * DEUTSCHE BANK TRUST COMPANY AMERICAS
     * HEALTH AND FITNESS TRUST
     * ALPHAGEN CREDIT FUND
     * GENERAL ELECTRIC CAPITAL CORPORATION
     * HBK MASTER FUND L.P.
     * LOAN FUNDING IV, LLC
     * LOAN FUNDING VII LLC
     * LASALLE BANK NA
     * Q FUNDING III, L.P.
     * PRESIDENT & FELLOWS OF HARVARD COLLEGE
     * REGIMENT CAPITAL, LTD
     * SALOMON BROTHERS ASSET MANAGEMENT INC
     * FIELD POINT I, LTD
     * FIELD POINT II, LTD
     * SEMINOLE FUNDING LLC
     * CELERITY CLO LIMITED
     * C-SQUARED CDO LTD.
     * FIRST 2004-I CLO, LTD.
     * FIRST 2004-II CLO, LTD
     * JEFFERSON-PILOT LIFE INSURANCE COMPANY
     * LOAN FUNDING I LLC,
     * TCW SELECT LOAN FUND, LIMITED
     * TCW SENIOR SECURED LOAN FUND
     * VELOCITY CLO, LTD.
     * U.S. BANK NATIONAL ASSOCIATION
     * WB LOAN FUNDING 2, LLC
     * FOOTHILL INCOME TRUST, L.P. and
     * WELLS FARGO FOOTHILL, LLC

                Accounting Investigation Update

The Audit Committee of the Company's Board of Directors has
completed its previously announced investigation into the
Company's various accounting issues.  The extensive, five-month
investigation was led by former Securities and Exchange Commission
attorney Herbert F. Janick III of Bingham McCutchen LLP, with
forensic audit work conducted by PricewaterhouseCoopers LLP.

In addition to the accounting matters previously disclosed from
the November 2004 interim report, this report includes the final
conclusions on two other accounting issues, as well as an
assessment of responsibility.  The Company has reported the
investigation results to the SEC and continues to fully
cooperate in the ongoing SEC investigation.

                     Accounting Findings

Bally Total Fitness previously announced in November 2004 its
decision to restate financial statements from January 1, 2000,
through the first quarter of 2004, primarily as a result of
errors in its revenue recognition methods as identified in the
interim report of the Audit Committee investigation.  At that
time, Bally said its financial statements and other communications
related to the same periods should not be relied upon.

The recently completed investigation also found errors in the
Company's rationale for and implementation of its deferral of
membership acquisition costs under Bally's prior accounting
method.  The investigation also concluded that the Company took
aggressively optimistic positions on several matters related to
the analysis of the adequacy of the allowance for doubtful
accounts, which were without a reasonable empirical basis.
Given the manner in which the Company intends to restate its
consolidated financial statements, correction of these errors
will not affect the planned presentation of the restated
financial statements.

Currently, the Company is focused on completing the restatement
of its financial statements for the years ended December 31,
2002 and 2003, completing its 2004 financial statements, and
fully supporting its current auditor, KPMG LLP, in the audit of
those statements.  The Company anticipates filing these financial
statements by July 31, 2005.  These financial statements may
require additional adjustments to the Company's previously
issued financial statements.

               Responsibility for Accounting Errors

The Audit Committee's review found multiple accounting errors in
the Company's financial statements and concluded that the
Company's former Chairman and Chief Executive Officer Lee
Hillman (held position from 1996 to 2002) and former Chief
Financial Officer John Dwyer (held position from 1996 to 2004)
were responsible for multiple accounting errors and creating a
culture within the accounting and finance groups that encouraged
aggressive accounting.

The investigation found, among other things, that certain
accounting policies and positions were suggested and implemented
without a reasonable empirical basis and concluded that Mr.
Dwyer made a false and misleading statement to the SEC.  As a
result of the findings, the Company has decided to make no
further payments to Messrs. Hillman and Dwyer under their
severance arrangements and will evaluate its legal options with
respect to these former executives.

Both Messrs. Hillman and Dwyer are certified public accountants,
previously employed by the Company's longtime and now former
auditors, Ernst & Young LLP, and were partners on the engagement
teams that audited Bally's former parent Company for several
years prior to joining the Company.  Mr. Hillman presently serves
as President of Liberation Investment Advisory Group, LLC, as
well as a member of the Board of Directors for RCN Corporation,
Lawson Products Inc., Wyndham Hotels and Resorts, and
HealthSouth Corporation where he serves as chairman of the
Company's audit committee.

The investigation also found improper conduct on the part of the
Company's Vice President and Controller Ted Noncek (from 2001 to
2005) and Vice President and Treasurer Geoff Scheitlin (former
Controller from 1997 to 2001).  As a result, both have been
terminated.  Mr. Noncek has been offered the opportunity to
consult with the Company on a short-term basis in order to
facilitate timely completion of the ongoing audits.

                         Former Auditors

Although the scope of the investigation did not specifically
examine former auditors Ernst & Young, Bally believes that the
firm made several errors in the course of their work. The
Company is currently evaluating its legal options with respect
to Ernst and Young.

               Internal Control Over Financial Reporting

Separately, as a result of the investigation and Bally's efforts
to comply with Section 404 of the Sarbanes-Oxley Act of 2002,
the Company has identified deficiencies in its internal controls
over financial reporting. A number of these deficiencies, either
individually or in the aggregate, constitute material weaknesses
in its internal controls over financial reporting.

These material weaknesses include deficiencies in the Company's
finance and accounting internal control environment,
specifically a lack of acceptable and clearly communicated
policies reflecting management's attitudes towards financial
reporting and the financial reporting function, the lack of a
permanent Chief Financial Officer, ineffective delegation of
authority and responsibility, insufficient instruction to
employees responsible for significant estimates emphasizing the
need to report using accurate and reasonable assumptions and
judgments, and insufficiently experienced and trained staff.
In addition, these material weaknesses include deficiencies in the
controls surrounding the selection and application of accounting
principles, specifically, ineffective policies requiring
contemporaneous documentation of factual support for key
judgments applied within its financial reporting process and the
retention of that documentation in accordance with a formal
document retention policy.

Management, with the oversight of the Audit Committee, has been
addressing all of these issues and is committed to effectively
remediating known material weaknesses as expeditiously as
possible.  Due to the nature of and the time necessary to
effectively remediate each of the material weaknesses identified
to date, the Company expects to conclude that some of these
material weaknesses will not have been effectively remediated by
December 31, 2004.  As a result, the Company believes that KPMG
will not be able to issue an unqualified opinion on the
effectiveness of the Company's internal controls in the
Company's 2004 Annual Report on Form 10-K.

                        About the Company

Bally Total Fitness is the largest and only nationwide commercial
operator of fitness centers, with approximately four million
members and 440 facilities located in 29 states, Mexico, Canada,
Korea, China and the Caribbean under the Bally Total Fitness(R),
Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally
Sports Clubs(R) and Sports Clubs of Canada(R) brands. With an
estimated 150 million annual visits to its clubs, Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2005,
Standard & Poor's Rating Services lowered its ratings on Bally
Total Fitness Holding Corporation, including lowering the
corporate credit rating to 'CCC+' from 'B-'.

At the same time, Standard & Poor's changed its outlook on the
ratings to negative from developing.  Total debt outstanding at
Sept. 30, 2004, was $747.7 million.

"The rating actions are based on the potential for further delays
in the filing of financial statements and on related
uncertainties, in light of Bally's Audit Committee's recent
findings," said Standard & Poor's credit analyst Andy Liu.


BALLY TOTAL: Hosting Investor Conference Call on April 12
---------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE:BFT), North
America's leader of health and fitness products and services, will
host a teleconference call for investors and members of the
financial community on Tuesday, April 12, 2005 at 4:00 p.m.,
Central Standard Time.  The purpose of this call will be to
provide investors with a financial and operational update.
In order to participate, dial (877) 209-0397, international
(612) 332-1025, at least 15 minutes before the start of the call
and use ID Code "Bally Total Fitness".  The call will also be
webcast at Bally's Web site at http://www.ballyfitness.com/

An archived version of the call will be available until April 27,
2005.

                        About the Company

Bally Total Fitness is the largest and only nationwide commercial
operator of fitness centers, with approximately four million
members and 440 facilities located in 29 states, Mexico, Canada,
Korea, China and the Caribbean under the Bally Total Fitness(R),
Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally
Sports Clubs(R) and Sports Clubs of Canada(R) brands. With an
estimated 150 million annual visits to its clubs, Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 15, 2005,
Standard & Poor's Rating Services lowered its ratings on Bally
Total Fitness Holding Corporation, including lowering the
corporate credit rating to 'CCC+' from 'B-'.

At the same time, Standard & Poor's changed its outlook on the
ratings to negative from developing.  Total debt outstanding at
Sept. 30, 2004, was $747.7 million.

"The rating actions are based on the potential for further delays
in the filing of financial statements and on related
uncertainties, in light of Bally's Audit Committee's recent
findings," said Standard & Poor's credit analyst Andy Liu.


BELDEN & BLAKE: Moody's Junks $192.5M Second Secured Senior Notes
-----------------------------------------------------------------
Moody's downgraded Belden & Blake's senior implied rating from B3
to Caa1 and its note rating from B3 to Caa2.  The outlook is
changed to negative.  The downgrade, which concludes Moody's
review that commenced on December 28, 2004, is a result of Moody's
review of the company's 10-K which confirmed the credit
deterioration through a combination of:

   * a greater than expected reserve revision;

   * poor capital productivity evidenced by drillbit F&D of
     $62.23/boe (excluding revisions) and only replacing 15% of
     production through extensions and discoveries;

   * very high leverage on the proved developed (PD) reserves of
     $7.64/boe;

   * B&B's very high full cycle costs that are unsustainable long-
     term;  and

   * the free cash flow drain from currently out-of-the-money
     hedging that could otherwise be used for debt repayment or
     reinvestment.

The notes are notched down from the senior implied rating due a
combination of:

   * asset deterioration which impacts the coverage for the
     bondholders;

   * the increased use of the credit facilities (including L/C's)
     to support underwater hedging; and

   * the carveouts in the indenture that could permit additional
     secured debt to be layered in ahead of the notes.

The negative outlook reflects the Company's continued challenges
of improving its capital productivity, given the historical
performance of the existing reserve base.  The outlook also
reflects B&B's limited ability to internally improve or enhance
the reserve base or reduce debt in a timely manner without some
type of capital/asset infusion from the shareholders as long as
the underwater hedges limit cash flows.  As long as commodity
prices remain high with lower priced hedging and the cost side
continuing to escalate, margins will continue to get squeezed,
reducing the amount of cash flow available for debt reduction and
/or reinvestment.

A stable outlook would require:

   * a track record of sustained sequential quarterly production
     gains while reducing leverage;

   * significantly improved capital productivity evidenced by F&D
     costs under $15.00/boe while demonstrating that it is
     replacing production with a balance of PD and PUD reserves;

   * the company improves and sustains its PD reserve leverage
     closer to $6.00/boe;  and

   * that production does not decline.

The company's 10-K filing revealed the total net negative
revisions for 2004 were 56.7 bcfe, however the gross negative
revisions were 65.8 bcfe, which represents 18.5% of 2003 year-end
reserves.  Approximately 82% of these gross negative revisions
occurred predominantly in the proved undeveloped category with the
remaining revisions coming from the proved developed category.
Partially offsetting these revisions was a positive revision of
9.2 bcfe related to commodity prices and not related to increased
volumes.

Approximately 21.2 bcfe of the negative revisions were related to
drilling results on some PUD location which revealed lower volumes
than previous engineering projected.  Approximately 19.7 bcfe of
was the result of reclassifying PUD reserves that were more than
direct offset spacing to productive wells, which signals the very
aggressive reserve booking practice of previous management and
another 17.5 bcfe of revisions resulted from increased operating
and development costs which makes those PUDs uneconomical despite
the current commodity price environment which signals the marginal
nature of some of these properties.

These revisions are a continuing trend for B&B as it has had
significant negative revisions in 2001, 2003, and again in 2004.
This volume trends has persisted in spite of several years of very
high natural gas prices.

B&B's full cycle costs for Q4'04 were $38.98/boe ($6.49/mcfe),
which is up from Q3'04 costs of $24.98/boe ($41.6/mcfe).  The rise
in costs is driven by the inclusion of $42.17/boe ($7.11/mcfe)
2004 all-sources F&D, which pushed the company's 3year average
all-sources F&D to $18.06/boe ($3.01/mcfe) inclusive of Trenton
Black River properties in prior years.  The increase also resulted
from e decline in production volumes, pushing the per unit lease
operating expenses (LOE) to $10.61/boe ($1.76/mcfe) from $7.69/boe
($1.28/mcfe) in Q3'04.

However, on a positive note, the company's production base is
fairly durable as evidenced by the PD reserve life of 13.1 years
for Q4'04.  Though the PD reserve life increased due to the fall
in production volumes, it does include the negative impact of the
PD reserve revisions taken at year-end.

The ratings remain restrained by:

   * the company's reserve revision history and challenges of
     growing the reserve and production base beyond its currently
     small scale;

   * the very high leverage on its proved developed reserve base;
     the unsustainable full cycle cost structure;  and

   * the need to demonstrate that the company has access to
     additional capital to help support value for the bondholders.

The ratings are supported by:

   * the comparably durable reserve and production base typical of
     most Appalachian reserves;

   * the ability of the company to maintain production over the
     past year, though Q4'04 production was lower;

   * the cash flow recapture mechanism of the credit facilities
     that ensure some form of debt repayment with excess cash
     flows;  and

   * the current commodity price outlook which helps to some
     degree with cash flow and for asset value support.

Moody's ratings actions for Belden & Blake are:

   * Downgraded to Caa1 from B3 -- B&B's senior implied rating

   * Downgraded to Caa2 from B3 -- B&B's $192.5 million second
     secured senior notes

   * Downgraded to B3 from B2 - $100 million senior secured term
     loan

   * Downgraded to B3 from B2 - $40 million senior secured Letter
     of Credit Facility

   * Downgraded to B3 from B2 - $30 million senior secured
     revolving credit facility

   * Downgraded to Caa2 from Caa1 -- B&B's issuer rating

Though the notes are considered secured, they possess a second
lien on B&B's assets behind the term loan, revolver and the
$40 million L/C facility that supports hedging obligations are
pari-passu and secured by a first lien on all assets.  Moody's
notes that in addition to the L/C facility, half of the revolver
may also be used to support hedging obligations but that any
additional collateral that may be needed beyond the $40 million
L/C facility would be pari-passu with the notes.

The credit facilities are notched up from the senior implied
rating due to their position in the capital structure and the
covenants that govern the credit agreements, particularly the cash
flow recapture mechanism that mandates prepayments from excess
cashflow as well as the regular amortization of the term loan.

The company's new management team comes from another
Carlyle/Riverstone invested company, Legend Natural Gas, which was
acquired in 2004.  This management team has an operating track
record and has already begun to institute changes to attempt to
reduce costs, improve the drilling program and complete a lease
analysis over the entire property base.  However, execution risk
remains an overhang given what has been marginal historical
performance and limited capital available to sustain, let alone
grow the company.

Belden & Blake Corporation is headquartered in North Canton, Ohio.


BILLING SERVICES: S&P Puts Low-B Ratings on Two Bank Loans
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Glenview, Illinois-based Billing Services Group
LLC.

At the same time, Standard & Poor's assigned its 'B+' rating and
'2' recovery rating to the company's proposed $105 million first
lien senior secured bank facility, which will consist of a $10
million revolving credit facility and a $95 million term loan,
both due in 2010.

Standard & Poor's also assigned its 'B-' rating and '5' recovery
rating to the company's proposed $45 million second lien senior
secured term loan, due 2011.  The outlook is negative.

The first-lien senior secured bank loan rating, the same as the
corporate credit rating, along with the recovery rating, reflect
our expectation of substantial recovery (80% to 100%) of principal
by lenders in the event of a default or bankruptcy.  The 'B-'
second lien senior secured bank loan rating, two notches below the
corporate credit rating, along with the '5' recovery rating,
indicate our expectation that the second-lien creditors can expect
negligible (0%-25%) recovery of principal in the event of a
default or bankruptcy.  Proceeds from the bank facilities will be
used to finance a dividend to existing shareholders and to
refinance existing debt.

"The ratings reflect Billing Services' narrow addressed market,
challenges associated with operating in an evolving marketplace,
and high debt leverage," said Standard & Poor's credit analyst Ben
Bubeck.  A dominant position in its addressed niche markets and
solid revenue visibility, given the recurring nature of this
business, are partial offsets.

The outlook is negative, reflecting near- to intermediate-term
risks associated with continuing technology evolution and customer
consolidation within Billing Services' marketplace.  Ratings could
be stabilized over the intermediate term as the company
demonstrates an ability to adapt to this transitional marketplace,
while also using free operating cash flow to pay down debt and
improve its financial profile.

Billing Services is the leading provider of local exchange carrier
(LEC) billing, financial settlement, and related services to
direct-dial, long-distance companies, operator services providers,
information providers, competitive local exchange companies
(CLECs), Internet service providers (ISPs), and integrated
communications services providers in the U.S. Pro forma for the
proposed transaction, Billing Services had approximately $145
million in operating lease-adjusted debt as of December 2004.


CAESARS ENT: Completes $145M South African Casino Interest Sale
---------------------------------------------------------------
Caesars Entertainment Inc. (NYSE: CZR) completed the sale of its
ownership and management interests in Caesars Gauteng, a casino
resort near Johannesburg, South Africa, for approximately
$145 million.  Net after-tax cash proceeds from the sale are
expected to be approximately $100 million, which will be used to
reduce outstanding debt under the company's credit facility.

Under the terms of the transaction, Peermont Global Limited, a
South African luxury hotel and casino company, and its economic
empowerment partner, Marang (East Rand) Gaming Investments,
jointly acquired the 25 percent interest held by Caesars' South
African affiliate in the company that owns Caesars Gauteng.
Peermont also acquired Caesars' 50 percent interest in the company
that manages the South African casino resort.

Caesars Entertainment expects to record a pre-tax gain of
approximately $95 million on the transaction in the first quarter
of 2005.

Situated near the Johannesburg International Airport, Caesars
Gauteng features 276 guest rooms and suites, a casino with 1,640
slot machines and 67 table games, ten restaurants, an award-
winning spa, a 1,000-seat showroom, an indoor roller coaster and
theme park, a unique retail concourse and extensive conference
facilities.  As a result of the transaction, the resort is being
re-branded.

                  About Caesars Entertainment

Caesars Entertainment, Inc. (NYSE: CZR) -- http://www.caesars.com/
-- is one of the world's leading gaming companies.  With $4.2
billion in annual net revenue, 26 properties on three continents,
nearly 26,000 hotel rooms, two million square feet of casino space
and 50,000 employees, the Caesars portfolio is among the strongest
in the industry.  Caesars casino resorts operate under the
Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand
names.  The company has its corporate headquarters in Las Vegas.

The company's Board of Directors in July 2004 accepted an offer
from Harrah's Entertainment, Inc., to acquire the company for
approximately $1.9 billion in cash and 67.7 million shares of
Harrah's common stock.  Shareholders of both companies approved
the merger in separate meetings on March 11.  The transaction is
contingent on approval by federal and state regulatory agencies
and is expected to close in the second quarter of 2005.

                          *     *     *

As reported in the Troubled Company Reporter on July 19, 2004,
Fitch Ratings has affirmed the following long-term debt ratings of
Harrah's Entertainment and placed the long-term ratings of Caesars
Entertainment on Rating Watch Positive.

   HET

      -- Senior secured debt 'BBB-';
      -- Senior subordinated debt 'BB+'.

   CZR

      -- Senior unsecured debt 'BB+';
      -- Senior subordinated debt 'BB-'.


CAPITAL ACQUISTIONS: Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: Capital Acquistions and Management Corporation
                c/o State and Federal Receiver
                LePetomane Companies
                312 North Clark Street, Suite 2700
                Chicago, Illinois 60611

Involuntary Petition Date: April 4, 2005

Case Number: 05-12554

Chapter: 11

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Petitioners' Counsel: Matthew T. Gensburg, Esq.
                      Sherri Morissette, Esq.
                      Greenberg Traurig, LLP
                      77 West Wacker Drive, Suite 2500
                      Chicago, Illinois 60601
                      Tel: (312) 456-8400

                           -- and --

                      Domenic J. Lupo, Esq.
                      O'Brien & O'Brien
                      55 West Wacker Drive, Suite 801
                      Chicago, Illinois 60601
                      Tel: (312) 899-8390
                      Fax: (312) 899-8350

                           -- and --

                      Amy Alcoke Quackenboss, Esq.
                      Hunton & Williams LLP
                      Bank of America Plaza
                      600 Peachtree Street, Northeast, Suite 4100
                      Atlanta, Georgia 30308
                      Tel: (404) 888-4288

                           -- and --

                      Stephanie Friese, Esq.
                      Friese & Price Law Firm, LLC
                      1100 Spring Street Northwest, Suite 410
                      Atlanta, Georgia 30309
                      Tel: (404) 876-4880

Petitioners: Bayview Loan Servicing, LLC              $1,646,827
             4425 Ponce De Leon Boulevard, 4th Floor
             Coral Gables, Florida 33146
             Attn: Peter LaPointe
             First Vice President

             The TransInvest Group/75 Canton LLC        $999,759
             817 West Peachtree Street, Suite 204
             Atlanta, Georgia 30308
             Attn: Peter Thiele
             Managing Director

             Rushmore Northwoods Business Center, LLC   $163,848
             414 North Orleans $210
             Chicago, Illinois 60610
             Attn: Jenny Hall

             Proficient Data Management, Inc.            $56,475
             80 International Boulevard #C
             Glendale Heights, Illinois 60139
             Attn: Donald McKevitt
             Vice President


CHARTER COMMS: Names Edward Machek Chief Information Officer
------------------------------------------------------------
Charter Communications, Inc. (Nasdaq:CHTR) disclosed the
appointment of Edward Machek as Senior Vice President and Chief
Information Officer.

"Ed is a valuable addition to Charter's senior management team,"
said Wayne Davis, Executive Vice President and Chief Technical
Officer of the Company.  "He has a wealth of experience in
information technologies, specifically in developing and managing
IT infrastructure."

Mr. Machek most recently worked as a consultant for Source
Medical, where he performed an extensive IT review and opportunity
assessment.  He previously served as CIO for eProcessLink,
responsible for development and implementation of computer
networks.  He was COO/CIO of Mortgage Systems International and
Vice President and CIO of Intermedia Communications.  Mr. Machek
was National Director of Operations for Republic Industries/Auto
Nation USA, where he implemented a corporate management
information system and built a corporate data warehouse.  He was
also President of Company Entier, a management consulting firm
focusing on helping companies align the use of technology for
their business objectives.

Mr. Machek spent some 25 years with JM Family Enterprises, where
he was a member of the founding team that built the company into
an $8 billion diversified automotive corporation.  His positions
with JM Family included Group Vice President and Division
President, with responsibility for all IT-related functions,
including system development, operations, disaster recovery, voice
and data communications, and business process reengineering.

Mr. Machek received a B.A. from Beloit College.

                        About the Company

Charter Communications, Inc. -- http://www.charter.com/-- a
broadband communications company, provides a full range of
advanced broadband services to the home, including cable
television on an advanced digital video programming platform via
Charter Digital(TM) and Charter High-Speed(TM) Internet service.
Charter also provides business-to-business video, data and
Internet protocol (IP) solutions through Charter Business(TM).
Advertising sales and production services are sold under the
Charter Media(R) brand.

At Dec. 31, 2004, Charter Communications' balance sheet showed a
$4.4 billion stockholders' deficit, compared to a $175 million
deficit at Dec. 31, 2003.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 18, 2004,
Fitch Ratings assigned a 'CCC+' rating to a proposed offering of
$750 million of convertible senior notes due 2009 issued by
Charter Communications, Inc.  CHTR expects to use the proceeds
from the offering to prefund a portion of interest payments on the
new notes and to refinance CHTR's 5.75% convertible senior notes
due October 2005, of which approximately $588 million remain
outstanding.  The Rating Outlook is Stable.


CINCINNATI BELL: Refinancing Prompts S&P to Lift Rating to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Cincinnati
Bell Inc.'s -- CBI -- $50 million of senior secured debt to 'BB-'
from 'B+'.

The recovery rating was revised to '1' (indicating a high
expectation for full recovery in the event of a payment default)
from '2'.  These ratings were removed from CreditWatch, where they
were placed with positive implications in anticipation of a
refinancing by CBI.

The upgrade of this debt reflects the completion of the
refinancing of Cincinnati Bell's previous $450 million secured
bank facility with new debt financings, including borrowings from
a new $250 million secured revolving credit.  The $50 million
secured notes are pari passu with the revolver.  With this
recapitalization, there is less secured debt at CBI and, given the
over-collateralization, the rating on the $50 million notes has
been raised to the same level as the rating on the revolver.

At the same time, Standard & Poor's affirmed its other existing
ratings on CBI (B+/Negative/--) and subsidiary Cincinnati Bell
Telephone Co. (CBT).  The outlook is negative.

"The ratings reflect Cincinnati, Ohio-based CBI's aggressive
leverage, coupled with prospects for increasing competition faced
by both its incumbent local exchange carrier (ILEC), Cincinnati
Bell Telephone Co. (CBT), and its majority-owned wireless
subsidiary," said Standard & Poor's credit analyst Catherine
Cosentino.  While management is taking steps to mitigate threats
to CBT, which provides the majority of consolidated cash flow,
cable telephony competition poses the potential for both increased
access line losses and pricing pressure at the ILEC.  In addition,
while the overall wireless industry has continued to grow, CBI has
experienced recent wireless subscriber losses.

The company's modest capital spending needs, however, should
enable it to continue to generate sizable free cash flows,
somewhat mitigating the aforementioned challenges.


CITATION CORP: Committee Taps Chanin Capital as Financial Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
gave the Official Committee of Unsecured Creditors of Citation
Corporation and its debtor-affiliates permission to employ Chanin
Capital Partners LLP as its financial advisors.

Chanin Capital will:

   a) review and analyze the Debtors' operations, financial
      condition, business plan and strategy, and operating
      forecasts;

   b) analyze any merger, divestiture, joint-venture, or
      investment transactions the Debtors will undertake while
      under chapter 11;

   c) assist the Committee in the determination of an appropriate
      capital structure for the Debtors, in developing,
      evaluating, structuring and negotiating the terms and
      conditions of a plan of reorganization, including the value
      of the securities that may be issued to the Committee under
      any plan; and

   d) provide all other financial and general restructuring
      advisory services to the Committee as necessary in the
      Debtors' chapter 11 cases.

Brent Williams, a Managing Director at Chanin Capital, discloses
that the Firm's compensation consists of a Monthly Advisory Fee of
$85,000.  The Debtors will reimburse Chanin Capital for expenses
and compensation of professionals performing services to the
Committee.

Chanin Capital assures the Court that it does not represent any
interest adverse to the Committee, the Debtors or their estates.

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


CLEARLY CANADIAN: Inks BG Capital $3M Private Placement Financing
-----------------------------------------------------------------
Clearly Canadian Beverage Corporation (CNQ:CCBC)(OTCBB:CCBC)
entered into an agreement with BG Capital Group Ltd. pursuant to
which BG Capital has agreed to subscribe for US$1,000,000 of
preferred shares in the capital of Clearly Canadian, and to
convert its previous US$1,000,000 secured loan and demand note
into preferred shares, each at a price of US$1.00 per preferred
share.  The preferred shares to be acquired by BG Capital are
convertible into common shares in the capital of Clearly Canadian.

Pursuant to the terms of the agreement with BG Capital, Clearly
Canadian has agreed to undertake a corporate restructuring, which
will include the consolidation of its common share capital on a
ten old for one new basis, the reduction of the size of its board
of directors to five directors and the appointment of three
nominees of BG Capital to the board of directors, the
implementation of various cost cutting measures and repayment of
certain outstanding debt (some of which repayment amounts Clearly
Canadian anticipates will be reinvested into common shares of
Clearly Canadian) and the adoption of a new stock option plan.
Upon the completion of the transactions with BG Capital, there
will be a resulting change of control of Clearly Canadian in
favour of BG Capital, which will own or control in excess of 60%
of Clearly Canadian.

The completion of the transactions with BG Capital, including the
consolidation of the common shares of Clearly Canadian on a ten
old for one new basis, and the creation of the preferred shares to
be issued to BG Capital, are subject to a number of conditions,
including the approval of the shareholders of Clearly Canadian at
its annual and special meeting of shareholders to be held on
April 29, 2005.

Clearly Canadian has also entered into an agreement with Standard
Securities Capital Corporation to act as underwriter for a bought
deal private placement of US$3,000,000 of common shares of the
Company on a post ten for one consolidated basis, each common
share to be issued at a price of US$1.00.

                        About BG Capital

BG Capital Group is a merchant bank specializing in small to mid-
cap growth opportunities.  Its holdings include 100%, 50% and
largest shareholder positions in numerous public and private
companies throughout the United States and Canada.  BG Capital has
over 20 years of investor relations experience as well as in-depth
marketing and financial management expertise.  It has an
incredible track record of success in identifying promising
enterprises and profitably growing them with an effective hands-on
management style.

                     About Clearly Canadian

Based in Vancouver, B.C., Clearly Canadian Beverage Corporation --
http://www.clearly.ca/-- markets premium alternative beverages
and products, including Clearly Canadian(R) sparkling flavoured
water, Clearly Canadian O+2(R) oxygen enhanced water beverage and
Tre Limone(R) which are distributed in the United States, Canada
and various other countries.

As of Dec. 30, 2004, Clearly Canadian's balance sheet showed a
$3,515,000 stockholders' deficit, compared to $1,125,000 in
positive equity at December 31, 2003.


CORPORATE BACKED: S&P Puts Junk-Rated Certs. on Creditwatch
-----------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications of its ratings on all classes of certificates issued
by Corporate Backed Trust Certificates Series 2001-6 Trust and
Corporate Backed Trust Certificates Series 2001-19 Trust to
developing from positive.

Series 2001-6 and 2001-19 are swap independent synthetic
transactions that are weak-linked to the underlying securities,
Delta Air Lines Inc.'s 8.3% senior unsecured notes due Dec. 15,
2029.  The CreditWatch revisions reflect the March 25, 2005,
revision of the CreditWatch implications on the senior unsecured
debt ratings on Delta Air Lines Inc. to developing from positive.

A copy of the Delta Air Lines Inc. - related research update dated
March 25, 2005, is available on RatingsDirect, Standard & Poor's
Web-based credit analysis system, at http://www.ratingsdirect.com/


                Creditwatch Implications Revised

    Corporate Backed Trust Certificates Series 2001-6 Trust
$57 million corporate-backed trust certificates series 2001-6

                               Rating
                               ------
             Class       To              From
             -----       --              ----
             A-1         C/Watch Dev     C/Watch Pos
             A-2         C/Watch Dev     C/Watch Pos
             A-3         C/Watch Dev     C/Watch Pos


    Corporate Backed Trust Certificates Series 2001-19 Trust
$27 million corporate-backed trust certificates series 2001-19

                               Rating
                               ------
              Class      To              From
              -----      --              ----
              A-1        C/Watch Dev     C/Watch Pos
              A-2        C/Watch Dev     C/Watch Pos


COVANTA ENERGY: Reports Management's Ownership of Danielson Stock
-----------------------------------------------------------------
Covanta Energy Corporation discloses in a Form 10-K filing with
the Securities and Exchange Commission that its management
beneficially owns shares in its parent company, Danielson Holding
Corporation.

Danielson owns 100% of the issued and outstanding common stock of
Covanta.  As of March 9, 2005, the issued and outstanding capital
stock of Danielson consists of 73,214,836 shares of common stock,
par value $0.10 per share.

                                                No. of Shares of
                                                 Danielson stock
  Name                       Position                Owned
  ----                       --------           ----------------
  Anthony J. Orlando         Pres. & CEO             49,656
  Craig D. Abolt             SVP & CFO               20,690
  John M. Klett              SVP Operations          19,311
  Timothy J. Simpson         SVP & Gen. Counsel      17,242
  Joseph P. Sullivan         Director                88,165
  Scott Whitney              SVP Business Dev.       15,173
  All Executive Officers &
    Directors as a group
    (7 persons)                                     225,410

Covanta's President and Chief Executive Officer, Anthony J.
Orlando, says the beneficial holders have sole voting and
investment power regarding the shares.  The percentage of shares
beneficially owned, however, does not exceed 1% of the outstanding
common stock of Danielson.

Mr. Sullivan's holdings include shares underlying currently
exercisable options to purchase 50,000 shares of Danielson's
common stock at an exercise price of $5.78 per share, and shares
underlying currently exercisable options to purchase 13,333 shares
of Danielson's common stock at an exercise price of $4.26 per
share.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation.  Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans. (Covanta Bankruptcy News, Issue No. 76;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CSPB LLC: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------
Debtor: CSPB, LLC
        PO Box 724848
        Atlanta, Georgia 31139-1848

Bankruptcy Case No.: 05-66451

Chapter 11 Petition Date: April 4, 2005

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: Joseph J. Burton, Jr., Esq
                  Burton & Armstrong
                  Suite 1750, Two Ravinia Drive
                  Atlanta, Georgia 30346
                  Tel: (404) 892-4144
                  Fax: (404) 892-0390

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sailors Engineering           Trade Debt                  $5,074
Associates, Inc.
1675 Spectrum Drive
Lawrenceville, GA 30043

Paulson Mitchell Inc.         Trade Debt                  $1,838
85-A Mill Street, Suite 200
Roswell, GA 30075

Ozel Stankus Associates       Trade Debt                  $1,951
Architects, Inc.
615 Peachtree Street
Suite 900
Atlanta, GA 30308

Foresite Group                Trade Debt                    $983
3040 Holcomb Bridge, Suite G2
Norcross, GA 30071


CURTIS & MARI: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: Curtis James and Mari Ann Masters
         9975 East Spurr Lane
         Prescott Valley, Arizona 86314

Bankruptcy Case No.: 05-05372

Chapter 11 Petition Date: April 4, 2005

Court: District of Arizona (Phoenix)

Judge: Chief Judge Sarah Sharer Curley PCT

Debtor's Counsel: Pernell W. Mcguire, Esq.
                  Aspey Watkins & Diesel, PLLC
                  123 North San Francisco, 3rd Floor
                  Flagstaff, Arizona 86001-5231
                  Tel: (928) 774-1478
                  Fax: (928) 774-8404

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Rinker Materials Inc.         Goods & Services           $68,420
PO Box 730197
Dallas, TX 753730197

Meadow Valley                 Goods & Services           $26,796
Contractors, Inc.
PO Box 55533
Phoenix, AZ 850826633

Sun State Rock &              Goods & Services           $11,074
Materials Corporation
PO Box 1340
Sun City, AZ 853721340

Flintstone Industries, Inc.   Goods & Services            $8,892

AT&T Universal                Card Credit card            $8,772
PO Box 6411                   purchases

Robert's Tire Sales Inc.      Goods & Services            $8,688

Leslie Acton                  Goods & Services            $7,599
Acton Towing

Petro Products                Goods & Services            $7,206

Qwest Dex                     Goods & Services            $6,590
c/o Acct. Rcvble. Dept.

Reamax Oil Co. Inc.           Goods & Services            $6,261

Madison Granite, Inc.         Goods & Services            $5,531

Brandts Trucking              Goods & Services            $5,275

Custom Landscape              Goods & Services            $4,744

Richie Trucking               Goods & Services            $4,207

Kalamazoo Materials Inc.      Good & Services             $4,078

Donaldson Trucking Inc.       Goods & Services            $2,715

BDR Transport                 Goods & Services            $2,523

Ross D. Jacobs                Property Taxes              $2,368
Yavapai County Treasurer

Empire Machinery              Goods & Services            $2,366

7 Spur Trucking               Goods & Services            $2,033


DATATEL INC: Moody's Puts Low-B Ratings on Three Loans
------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Datatel
Inc., which provides enterprise resource planning software for the
higher education market.  The company is being acquired by a group
of investors including Thoma Cressey Equity Partners, Trident
Capital, JP Morgan and HarbourVest Partners, as well as company
management and the company's two founders.  The acquisition closed
April 5, 2005.  Datatel had been owned by two founders of the
company, management and an employee stock purchase plan.  The
ratings outlook is stable.

These first time ratings have been assigned to Datatel:

   * Senior implied rating - Ba3

   * $35 million first lien revolving credit facility due 2010 -
     Ba3

   * $90 million first lien term loan due 2011 - Ba3

   * $30 million second lien term loan due 2012 - B2

   * Senior unsecured issuer rating - B3

Proceeds from the financing, combined with $117 million of new
sponsor equity and a $13.6 million of rollover equity, will be
applied towards the approximately $265 million purchase of
Datatel, and to fund transaction fees and expenses and general
corporate purposes.  The company will have a first lien revolving
credit facility up to $35 million that is expected to have
approximately $25 million outstanding at closing.  The ratings are
subject to review of final documentation of the financing
transaction.

The ratings reflect:

   (1) the moderately high EBITDA leverage of approximately 5.2
       times as of March 31, 2005 pro forma the planned financing;

   (2) the small size of Datatel relative to its key competitors
       such as SunGard, and to a lesser extent, Oracle, in the
       enterprise resource planning software sector that is
       targeted at two and four year higher educational
       institutions in the US and Canada;  and

   (3) the limited asset protection from a small base of tangible
       assets.

The ratings also consider:

   (1) Datatel's solid and defensible market position in its
       targeted ERP software market where it has steadily expanded
       its customer base over many years;

   (2) the high revenue and cash flow generation stability and
       visibility as a result of its solid and growing level of
       recurring revenue that derives from software maintenance
       contracts;

   (3) the very high software maintenance renewal rates of
       approximately 98% which reflect Datatel's historical good
       service and execution as well as the mission critical
       nature of ERP software to its customers' activities;

   (4) broad customer diversification where its top twenty
       customers accounted for approximately 12% of total
       maintenance revenues in 2004.

The stable outlook incorporates expectations that the company's
solid market position and the predictability of its profit and
cash flow generation will continue under new ownership, which
should allow it to invest to grow the business and also de-
leverage the balance sheet.

The ratings could be positively influenced to the extent that the
company is able to materially de-leverage through cash flow
generation, sustain profitable organic revenue growth or
materially improve operating margins.  Alternatively, the ratings
could be negatively influenced to the extent the company
materially decreases its financial flexibility or increases
leverage, experiences changes in its competitive position that
results in loss of pricing power or customer retention or suffers
sustained declines in operating margins or cash flow generation.

Pro forma for the financing debt to EBITDA leverage will be
moderately high at approximately 5.2 times as of March 31, 2005,
although expected cash flow generation combined with a very modest
1% annual scheduled amortization on the first lien term loan and a
50% excess cash flow sweep mechanism should reduce leverage to
about 4.0 times by the end of fiscal 2005.  LTM EBITDA to interest
expense coverage will be approximately 3.1 times.  Typical of
software firms, Datatel's business is not capital intensive, with
capital expenditures expected to remain around 2% of revenue.
Working capital however, does exhibit notable seasonality since
the company generally bills customers in the second quarter for
annual fees.  This causes a build up in accounts receivable and
deferred revenues, which are then significantly collected in the
third quarter with revenue recognized when product and services
are delivered.

Given the company's track record and the business critical nature
of the company's products to its broad customer base, Datatel
enjoys a high and increasing level of recurring maintenance
contract revenues (about 56% of total revenue), which provides a
strong base of cash flow predictability.  Additionally, high
renewal rates (estimated at 98%), along with its steady trend of
incremental license signings, provides a growing base off of which
the company earns