Surround Processor better than a Proceed AVP?


Looking for a $500-900 Surround Processor Recommendation to replace a Proceed AVP-S:

1.Must have multi-room (2 zone) preout for 2-ch (so no Meridian?)
2.2-ch and 5-ch music quality on-par with or better than the Proceed AVP-S (so no Japanese AVRs?)
3.DD/DTS a must
4.Reliable – no pops or hiss. I’m getting some little pops and hangs with my AVP.
5.DD TrueHD or 5.1 analog input (AVP lacks this, AVP2 too expensive?)

Amps will be Rotel, speakers from North Creek (front/sub) and NHT (rear in-ceiling). I will not need any video switching.
ericsphillips
Kenny,

Michael Fremer's review of the audio only Cary Cinema 11a and the comments of even those dissatisfied with the bugs at least in the earlier versions of the firmware suggest it provides superb sound. It can process the new Blu-ray codecs. Although the MSRP is $4K, a number of units were listed at around $2K by owners unhappy about the bugs. But later versions of the firmware seem to have reduced the bugs, and I have not seen a Cinema 11a for sale recently. I keep looking.

db
The Cary is seriously limited by it's two HDMI inputs.

While more money I prefer the Classe' SSP800 or Arcam AV888.
Kenny,

In my application, the DVDO Edge acts as an HDMI switch between the HD-DVR and PS3-80, so would present a single HDMI output to the Cinema 11a. The XA5400ES would be the other HDMI output, so two HDMI inputs is not a limitation, nor is lack of video processing. The Cinema 11a and SSP800 are both reputed to provide excellent sound, and IIRC I've read very favorable reviews of the AV888. So it's the cost of a used unit that's likely to drive my decision. I do not intend to buy an 11v.

db
I have the Classe SSP800 and the Arcam AV888, sort of different animals, but both are very good sounding units.
Now I am seriously considering the NAD M15, Classe ssp-300, or Cary 11 - most likely the NAD. I have seen all of these for at or just over $1k. Hopefully it will be reliable and I could pair it with a decent blueray player with a 7.1 analog out for <$500. The alternative is to hold out for another year or so and hope to get a good sounding HDMI-audio capable unit for ~$2k (used) which could be paired with any sony/samsung $150 bluray.

Are there no musical pre/pros out there on the used market that lack DTS-MA and TrueHD, but support LPCM over HDMI 1.1? Really too bad that the NAD m15 does not. Looking at my media options (DVD, blueray, DirectTV,...) it seems like there is AC3/DTS which the AVP already supports and then DTS-MA/TrueHD which the NAD M15, Classe ssp-300, Cary 11 do not. I don't see any media with the middle formats (e.g. DTS 24/93) that the NAD M15, Classe ssp-300, Cary 11 have over the AVP and I really don't care that much about DPL2.

thanks again for everyone's responses.