TCR_Public/041027.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, October 27, 2004, Vol. 8, No. 234

                           Headlines

AGILENT TECH: Dist. Court Okays 2 More Patent Suits Against PixArt
ALLIANCE ATLANTIS: Moody's Slices Senior Secured Rating to Ba2
ALLIANCE GAMING: S&P Revises Outlook on BB- Rating to Negative
AMERICAS MINING: Fitch Places B Rating on Rating Watch Positive
AMERICREDIT CORP: Prices $750 Million Asset-Backed Securitization

AMERIGAS PARTNERS: Fitch Affirms BB+ Rating on $448M Senior Notes
ARMOR HOLDINGS: Issuing $300 Million Sr. Sub. Convertible Notes
ARMOR HOLDINGS: Moody's Rates Planned $300M Senior Sub. Notes B1
ASTRIS ENERGI: Shareholders Okay Czech Subsidiary Acquisition
ATA AIRLINES: Files for Chapter 11 Protection in S.D. Indiana

ATA AIRLINES INC: Case Summary & 30 Largest Unsecured Creditors
ATA AIRLINES: Moody's Junks Sr. Unsec. Notes & Two Cert. Classes
ATA HOLDINGS: Discloses Senior Management Changes
BUFFALO MOLDED: Case Summary & 20 Largest Unsecured Creditors
BURLINGTON: Trust Wants More Time for Adv. Proceedings Service

CAPCO ENERGY: Buys Oil-Producing Slick Waterflood Unit in Oklahoma
CENTRAL WAYNE: Files Plan of Liquidation in Maryland
CHOCTAW RESORT: Offering $150 Mil. Sr. Debt via Private Placement
CI WILSON ACADEMY: Case Summary & 20 Largest Unsecured Creditors
COLONIAL PROPERTIES: Moody's Reviewing Ba1 Ratings & May Downgrade

COLONIAL PROPERTIES: S&P Puts BB+ Preferred Stock Ratings on Watch
CSAM HIGH YIELD: Fitch Affirms Junk Ratings on Sr. Sec. Notes
CSG SYSTEMS: Posts $16.3 Million Third Quarter Net Income
DELTA FUNDING: Fitch Junks Four Classes & Puts B- Ratings on Two
DEVLIEG BULLARD: Has Until Nov. 30 to Make Lease-Related Decisions

DIGITALNET HOLDINGS: BAE Systems Completes $600 Mil. Acquisition
ENRON: Bankruptcy Court Directs Calif. AG to Dismiss His Lawsuit
ENRON CORP: Wants Court Nod on Bridgeline Sale Bidding Procedures
FAMILY HEALTH: State Law Non-Compliance Spurs Fitch's D Rating
FLYI INC: Moody's Junks $125M Senior Unsecured Convertible Notes

FRANKLIN CAPITAL: Board Elects Milton Ault III as Chairman & CEO
GENERAL MILLS: Steve Odland Replaces Robert Johnson as Director
GEORGIAN MARITIME BANK J.S.C.: Section 304 Petition Summary
GOLD KIST: Elects A.D. Frazier as Board's Non-Executive Chairman
GREAT ATLANTIC: S&P Pares Corporate Credit Rating to B- from B

GWENADELE INC: Voluntary Chapter 11 Case Summary
HILL CITY OIL: Case Summary & 20 Largest Unsecured Creditors
HORIZON PCS: New Shares Trade Over-the-Counter Under HZPS Symbol
IMC GLOBAL: S&P Raises Corporate Credit Rating to BB After Merger
INFOUSA INC: Prepays $10.4 Million Revolver Debt Balance

INTERSTATE BAKERIES: Wants Court OK to Settle De Minimis Disputes
IOWA TELECOMMS: S&P Rates Planned $587M Sr. Secured Facility BB-
INTERNATIONAL STEEL: Mittal Offers $21 Per Share Buy-Out Deal
INTERNATIONAL STEEL: S&P Places Double-B Ratings on CreditWatch
JILLIAN'S ENTERTAINMENT: Comm. Has Until Nov. 16 to Sue Fleet Bank

KAISER ALUMINUM: Gets Conditional Nod on Credit Pact Amendment
KB TOYS: Closing Underperforming Stores to Finalize Reorganization
KONICA MINOLTA: Moody's Reviewing Ba1 Rating & May Upgrade
LAS VEGAS LAKE: Moody's Lowers Debt Ratings to Single-B
LIBERTY MEDIA: Acquiring 14% Indirect Interest in Telenet

MACANUDO REALTY: Case Summary & 12 Largest Unsecured Creditors
MAYTAG CORP: Fitch Pares Senior Unsecured Rating to BB+ from BBB-
MESA TRUST: S&P Ups 2001-1 & -3 B Classes' Rating to A+ from BB
NATIONAL BENEVOLENT: U.S. Trustee Appoints 7-Member Creditor Panel
NEXIA HOLDINGS: Grants 8 Million Preferred Shares to President

NORTHWESTERN CORP: Prices $225 Million Sr. Secured Debt Offering
NRG ENERGY: FERC Approval Settles West Coast Agreement
OMEGA HEALTHCARE: Releases Third Quarter 2004 Financial Results
OREGON ARENA: Gets Interim Nod to Access Noteholders' Collateral
OWENS CORNING: Asks Court to Approve IRS Settlement Agreement

PARMALAT USA: U.S. Creditors Still Cannot Touch U.S. Assets
PARMALAT USA: Farmland Asks Court to Okay Beyer Farms Settlement
PATHMARK STORES: Weak Sales Prompt S&P to Pare Rating to B
POTLATCH: Board Declares $2.50 Special Dividend on Common Stock
RAINBOW SERVICES: Case Summary & 20 Largest Unsecured Creditors

RAYOVAC CORP: Moody's Assigns B1 Ratings to Sr. Secured Facilities
RCN CORPORATION: Court Extends Removal Period to January 17
RELIANCE GROUP: Liquidator Gets Court Nod on Advantage Notes' Sale
SANMINA-SCI: Moody's Rates Planned $500M Sr. Sec. Facility Ba1
SANMINA-SCI: S&P Puts BB Rating on Planned $500M Sr. Sec. Facility

SCOTT ACQUISITION: Hires Young Conaway as Co-Counsel
SINCLAIR BROADCAST: Moody's Junks $173 Million Preferred Stock
SK GLOBAL: Wachovia Issues $1M Bond to Facilitate Trust Formation
SOLUTIA INC: Retirees Committee Wants to Maintain Benefit Payments
SPECIALTY MARINE: Case Summary & 81 Largest Unsecured Creditors

SPIEGEL INC: Wants to Assume Computer Association License Deal
ST. JOHN KNITS: Moody's Outlook on Low-B Ratings Turns Negative
STRATOS GLOBAL: Moody's Assigns Initial Ba2 Senior Secured Rating
STRATOS GLOBAL: S&P Rates Planned $150M Sr. Sec. Facility BB-
STRAWBRIDGE LIMITED: Case Summary & 20 Largest Unsecured Creditors

TECHNEGLAS INC: Committee Wants to Hire Squire Sanders as Counsel
TRW AUTOMOTIVE: Moody's Puts Ba2 Rating on New Sr. Sec. Tranche
U.S. CANADIAN: Initiates Sarbanes-Oxley Compliance Preparations
UAL CORP: Committee Retains Mesirow as Restructuring Advisors
US AIRWAYS: Wants to Modify Pilots Group's Labor Agreement

US AIRWAYS: Elects G.M. Philip to Board & Names R. Stanley as CFO
US AIRWAYS: Gets Court OK to Pay Prepetition Taxes & Other Charges
USG CORP: Futures Representative Can Tap CIBC World Until March 31
VLASIC: Campbell Presents 4 More Witnesses in $250M Spin-Off Suit

* Upcoming Meetings, Conferences and Seminars

                           *********

AGILENT TECH: Dist. Court Okays 2 More Patent Suits Against PixArt
------------------------------------------------------------------
The U.S. District Court for the Northern District of California
granted a motion by Agilent Technologies Inc. (NYSE:A) to add two
patents to the pending patent infringement lawsuit against PixArt
Imaging Inc.  Agilent now alleges that PixArt also infringes U.S.
Patents No. 5,686,720 and 5,786,804, which relate to optical mouse
sensor technology.

The court's granting of the request increases to three the number
of Agilent patents PixArt is charged with infringing.  PixArt
earlier brought a declaratory judgment action seeking a
determination that Agilent's U.S. Patent No. 6,433,780 relating to
optical mouse sensor technology is invalid and not infringed.  In
response, Agilent filed a suit for infringement of the 6,433,780
patent in the District Court.

Agilent is seeking to stop PixArt from selling optical mouse
sensors that infringe Agilent patents to companies manufacturing
optical mice that are imported, distributed or sold in the United
States.  Agilent also is seeking damages from PixArt for its
unauthorized use of Agilent's patented optical mouse sensor
technology, and for PixArt's infringement of Agilent's patents.

"The court's decision validates our legal position and
intellectual property rights," said Young Sohn, president of
Agilent's Semiconductor Products Group.  "We are confident that we
will prevail and that PixArt will be held accountable for
infringing Agilent patents.  We will also hold additional
companies accountable should we determine that they are violating
our patents.  These actions are part of our strategy to protect
vital corporate assets and research and development investments,
and ensure that our intellectual property rights are respected."

                  About Agilent Technologies
                  
Agilent Technologies Inc. (NYSE:A) is a global technology leader
in communications, electronics, life sciences and chemical
analysis.  The company's 28,000 employees serve customers in more
than 110 countries.  Agilent had net revenue of $6.1 billion in
fiscal year 2003.  Information about Agilent is available on the
Web at www.agilent.com.

                         *     *     *

As reported in the Troubled Company Reporter on May 27, 2004,
Standard & Poor's Ratings Services revised its outlook on Palo
Alto, California-based Agilent Technologies Inc. to positive from
negative.  The 'BB' corporate credit and senior unsecured debt
ratings were affirmed.  The outlook revision reflects a
strengthening operating profile, as evidenced by significant
improvements in profitability and a return to revenue growth in
recent quarters, combined with a liquid balance sheet.


ALLIANCE ATLANTIS: Moody's Slices Senior Secured Rating to Ba2
--------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 Senior Implied and Ba3
Issuer ratings of Alliance Atlantis Communications, Inc.,
prospectively lowered the Senior Secured rating to (p) Ba2 from
Ba1, and changed the outlook of all ratings to positive from
stable.  Moody's also expects to withdraw the existing B1 Senior
Subordinated rating once AA retires that existing debt issue on
December 15, 2004 pursuant to its call provision, as now
anticipated by Moody's.  The rating action reflects the decision
to refinance all existing debt, in multiple tranches, with a new
senior secured facility.

The ratings are supported by

   (1) Moody's expectation that Alliance Atlantis will generate
       free cash flow starting in 2005, which will become
       significant compared to outstanding debt, and

   (2) management's focus on its broadcast TV segment, with stable
       subscription revenues and good advertising revenue growth
       expected.

The ratings are constrained by

   (1) Alliance Atlantis' current cash consumption, and

   (2) the potential for management to divert its future cash flow
       to either acquisitions or to shareholders rather than
       continue its current emphasis on reducing debt, and

   (3) the fact that the majority of currently anticipated cash
       flow is likely to be derived from sources other than their
       strategic operating focus on broadcast TV (i.e., 50%-
       ownership of the CSI TV series and 51% ownership of a movie
       distribution business).

The outlook has been changed to positive as Moody's expects lower
interest costs from the refinancing to increase free cash flow by
roughly C$25 million p.a., thereby increasing the company's
ability to reduce debt.

The ratings may be upgraded if

   (1) Alliance Atlantis produces about C$100 million of free cash
       flow (cash from operations less capital expenditures and
       dividends) in calendar 2005 and

   (2) fully uses it to reduce restricted group gross debt to
       about C$400 million.

In addition, management will need to articulate a longer-term plan
for its capital structure and growing cash flow that is consistent
with its future as a broadcast TV company.  The ratings might be
subject to downgrade, which is currently not expected, if the
company were to make a significant acquisition, which is
detrimental to its sustainable credit metrics.

The prospective Senior Secured debt issues are rated at the same
level as the benchmark Senior Implied rating because it will be
the only class of outstanding debt in the company once the
proceeds are used to retire the outstanding Senior Subordinated
issue.  The Issuer rating is notched one level below the Senior
Implied because of the subordinated nature of its claims to the
assets and cash flows of Alliance Atlantis behind the Senior
Secured debt.

Alliance Atlantis has undergone significant strategic change in
the last year, which Moody's believes has lowered the operating
risk of the firm.  Alliance Atlantis has sold a 49% interest in
its movie distribution business and closed down its capital-
intensive TV and movie production business segment, while
continuing to build its more stable broadcast TV business segment.  
At the same time, its 50% ownership of the CSI TV series will
start to produce significant cash flow in 2005, and much of that
cash flow is contractual.  Moody's is nevertheless concerned that
most of the Alliance Atlantis' future cash flow will be coming
from CSI and their remaining ownership in their movie distribution
group, neither of which is part of management's strategic focus on
broadcast TV.  Moody's recognises that a large portion of Alliance
Atlantis' debt could be repaid over the next few years from cash
flow of its ownership interests in CSI or movie distribution.  
Nevertheless, Moody's does not expect Alliance Atlantis to
completely de-lever, and while management states that they will
continue to reduce debt, they have not yet articulated their
longer-term plans for Alliance Atlantis' capital structure, beyond
which excess cash flow might be either returned to shareholders or
used to make acquisitions.  Moody's believes that the new loan
agreement provides management with significant flexibility to take
either action, rather than repay debt, if they were to choose to
do so in the future.

Debt ratings affected by this action:

   * Senior Implied rating, Ba2 (unchanged)

   * Senior Secured rating, (p) Ba2, lowered from Ba1

   * Revolver Authorization, due November 2009 C$200 million

   * US$ Term Loan A, amortizing to November 2009 C$150 million

   * US$ Term Loan B, due November 2011 C$350 million

   * Issuer rating, Ba3 (unchanged)

   * Senior Subordinated rating B1 (expected to be withdrawn
     December 15, 2004)

   * 13% Notes due December 15, 2009, callable December 15, 2004

Alliance Atlantis Communications Inc. is a diversified
communications company, headquartered in Toronto, Ontario, Canada.


ALLIANCE GAMING: S&P Revises Outlook on BB- Rating to Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Alliance
Gaming Corp. to negative from stable.

At the same time, Standard & Poor's affirmed its ratings on the
Las Vegas, Nevada-based gaming equipment manufacturer, including
its 'BB-' corporate credit rating.  Total debt outstanding at
September 30, 2004, was $326 million.

The outlook revision follows weaker-than-expected financial
performance for the first quarter ended September 30, 2004, which
led consolidated EBITDA during this period to decline to
$4 million from $28 million in the same prior year period.  
Despite consolidated revenues having increased 16% year over year
during this time period, consolidated EBITDA fell 84% year over
year due to:

   -- lower systems sales, higher
   -- costs associated with integrating SDG into its operations,
   -- restructuring costs,
   -- inventory write-downs,
   -- higher bad debt reserves, and
   -- higher R&D expenses as the company continues to upgrade its
      game platform.

"Although recent divestitures have provided the company with some
cushion within its financial profile, a prolonged period of
operating weakness may lead to a downgrade over the intermediate
term," said Standard & Poor's credit analyst Peggy Hwan.


AMERICAS MINING: Fitch Places B Rating on Rating Watch Positive
---------------------------------------------------------------
Fitch Ratings placed the 'B' local and foreign currency ratings of
Minera Mexico S.A. de C.V. on Rating Watch Positive.  The
company's secured export notes and its guaranteed senior notes
(Yankee bonds) that mature in 2008 and 2028 are affected by this
rating action.

In conjunction with these rating actions, Fitch placed the 'B-'
rating of Grupo Mexico S.A. de C.V. and the 'B' rating of Americas
Mining Corporation on Rating Watch Positive.  Fitch also revised
the Rating Outlook to Positive from Stable of the 'BB-' foreign
currency rating of Southern Peru Copper Corporation to reflect the
recent change in the Rating Outlook of Peru's foreign currency
rating.  Americas Mining is a wholly owned subsidiary of Grupo
Mexico and is the direct parent company of Minera Mexico, Asarco
Inc., and SPCC.

The ratings of these related companies remain unchanged:

   * Asarco Inc. (Asarco)

     -- Senior unsecured rating, 'CCC'.

   * Grupo Ferroviario Mexicano, S.A. de C.V. (GFM)

     -- Senior unsecured local currency, 'BBB-';
     -- Senior unsecured foreign currency, 'BBB-'.


Minera Mexico's credit profile has improved in 2004 due to the
high price of copper and declining debt levels.  During the first
six months of 2004, the company has generated US$338 million of
EBITDA.  This compares with only US$193 million in all of 2003.  
As a result of the strong free cash flow, the company's debt is
expected to decline from US$1.3 billion at the end of 2003 to
about US$1.0 billion at the end of 2004.  Minera Mexico's ability
to increase its cash flow throughout the cycle should also benefit
from the refinancing of its SENs and existing bank debt with a new
US$600 million syndicated bank facility.  By refinancing this
debt, which has covenants that restrict the amount of free cash
flow the company can use for investments, Minera Mexico will be
able to modestly invest in expansion projects that should further
enhance free cash flow that would be available for debt service.

Grupo Mexico's 'B-' rating reflects the company's position as a
holding company with no operating assets.  This rating was placed
on Rating Watch Positive to reflect an expectation that higher
copper prices will decrease the company's consolidated debt to
less than US$2.7 billion at year-end 2004 from more than
US$3.1 billion at the end of 2003.  This would result in a total
debt-to-EBITDA ratio for the company of less than 1.7 times (x)
during 2004.  On a non-consolidated basis, Grupo Mexico has only
about US$30 million of bank debt.  This holding company debt is
serviced primarily by the dividends Grupo Mexico receives from its
railway subsidiary, Grupo Ferroviario Mexicano, S.A. de C.V. --
GFM, which accounted for about 13% of GM's consolidated EBITDA in
the first half of 2004.

Fitch's 'B' rating of Americas Mining, a direct subsidiary of
Grupo Mexico, reflects its leverage as measured by the ratio of
total consolidated debt-to-EBITDA of about 3.3x as of June 30,
2004.  This rating was placed on Rating Watch Positive due to the
improving financial profile of the companies it relies on for
dividends - Americas Mining and Minera Mexico.

Americas Mining is rated one notch higher than its parent, Grupo
Mexico, since Americas Mining's largest debt obligation is secured
by its 54% stake in Southern Peru Copper.  As of June 30, 2004,
Americas Mining's total consolidated debt, including that of its
mining subsidiaries, totaled approximately US$2.4 billion while
consolidated EBITDA for the first six months of the year was
US$737 million.

Grupo Mexico ranks as the world's third-largest copper producer
with consolidated output of 835,000 tons (1.8 billion pounds) in
2003.  Grupo Mexico's assets consist of a 54% stake in Americas
Mining, one of the world's largest low-cost private-sector copper
producers located in Peru.  Grupo Mexico's other mining activities
are consolidated under the Minera Mexico subsidiary, Mexico's
largest mining group, and Asarco in the United States.  In 2003,
accounted for about 45% of the group's consolidated sales of
790,000 tons of refined copper, Minera Mexico accounted for 35%
and Asarco generated 20%.  In addition to mining, Grupo Mexico
operates a major railway in Mexico under its GFM subsidiary.  The
railway connects Mexico's major cities and six seaports and has
five points of connection along the U.S. border.


AMERICREDIT CORP: Prices $750 Million Asset-Backed Securitization
-----------------------------------------------------------------
AmeriCredit Corp. (NYSE:ACF) reported the pricing of a
$750 million offering of automobile receivables-backed securities
through lead managers Credit Suisse First Boston and UBS
Investment Bank.  Co-managers are Barclays Capital, Lehman
Brothers and Morgan Stanley.  AmeriCredit uses net proceeds from
securitization transactions to provide long-term financing of its
receivables.

The securities will be issued via an owner trust, AmeriCredit
Automobile Receivables Trust 2004-D-F, in four classes of Notes:

Note Class      Amount     Average Life    Price    Interest Rate
----------   ------------ -------------- ---------- -------------
   A-1        $145,000,000    0.23 years   100.00000         2.08%
   A-2        $236,000,000    0.95 years    99.99666         2.53%
   A-3        $197,000,000    2.15 years    99.98478         2.98%
   A-4        $172,000,000    3.40 years    99.97351         3.43%
             -------------
              $750,000,000
             =============

The weighted average coupon is 3.1%.

The Note Classes are rated by Standard & Poor's, Moody's Investors
Service and Fitch Ratings.  The ratings by Note Class are:

            Note Class  S&P      Moody's      Fitch
            ----------  ---      -------      -----
                A-1     A-1+     Prime-1      F1+
                A-2     AAA      Aaa          AAA
                A-3     AAA      Aaa          AAA
                A-4     AAA      Aaa          AAA

FSA will provide bond insurance for this transaction.  Initial
credit enhancement will total 9.5% of the original receivable pool
balance building to the total required enhancement level of 17.0%
of the then outstanding receivable pool balance.  The initial 9.5%
enhancement will consist of 2.0% cash and 7.5%
overcollateralization.

This transaction represents AmeriCredit's 46th securitization of
automobile receivables in which a total of more than $35 billion
of automobile receivables-backed securities has been issued.

Copies of the prospectus relating to this offering of receivables-
backed securities may be obtained from the managers and co-
managers.

AmeriCredit Corp. is a leading independent auto finance company.
Using its branch network and strategic alliances with auto groups
and banks, the Company purchases retail installment contracts
entered into by auto dealers with consumers who are typically
unable to obtain financing from traditional sources.  AmeriCredit
has approximately one million customers and over $11 billion in
managed auto receivables.  The Company was founded in 1992 and is
headquartered in Fort Worth, Texas.  For more information, visit
http://www.americredit.com/

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 20, 2004,
Fitch Ratings upgraded AmeriCredit Corp.'s senior unsecured debt
rating to 'BB-' from 'B' and said the Rating Outlook is Stable.  
Approximately $166 million of debt was affected by this action.


AMERIGAS PARTNERS: Fitch Affirms BB+ Rating on $448M Senior Notes
-----------------------------------------------------------------
AmeriGas Partners, L.P.'s outstanding $448 million senior notes
are affirmed at 'BB+' by Fitch Ratings.  The Rating Outlook is
Stable. An indirect subsidiary of UGI Corp. is the general partner
and 44% limited partner for AmeriGas Partners, which, in turn, is
a master limited partnership -- MLP -- for AmeriGas Propane, L.P.,
an operating limited partnership.

AmeriGas Partners' rating is supported by:

   (1) the underlying strength of the company's retail propane
       distribution network, broad geographic reach,

   (2) improved credit metrics, and

   (3) proven ability to manage product costs under various
       operating conditions.

Additionally, the company's PPX propane cylinder exchange business
provides moderate positive cash flow during the summer months when
AmeriGas Propane's traditional propane distribution business is
relatively slow.  The rating also reflects the structural
subordination of its debt obligations to approximately
$433 million of first mortgage notes at AmeriGas Propane.

Primary industry concerns are the potential negative effect of
warm heating season weather on profits and volumes sold and the
possible adverse effect of supply price volatility.  Although
weather across AmeriGas Partners' service territory was somewhat
warmer than normal during the 2003-2004 heating season,
consolidated credit metrics improved.  During the 12-month period
ended June 30, 2004, consolidated EBITDA to interest and debt to
EBITDA equaled 3.0 times (x) and 3.6x, respectively.  Under stress
case conditions experienced during fiscal 2002 (when winter
weather was 10% warmer than normal), credit ratios deteriorated
but remained in line with Fitch's expectations for such a
scenario.  It is anticipated that AmeriGas Partners will continue
to reduce consolidated debt levels and that credit metrics will
continue to strengthen over the next several years.

Spot propane prices have risen throughout 2004 and are currently
about 50% above levels one year ago.  The continuation of high
propane prices and volatility (largely due to the rise in crude
oil prices) may lead to further customer conservation, increased
bad debt expense, and test AmeriGas Partners' ability to sustain
gross profit margins.  Fitch notes that AmeriGas Partners has
managed to effectively pass through propane supply costs to
customers and maintain relatively consistent gross margins during
periods of volatile weather conditions and commodity prices over
the past several years.  Approximately 10% of AmeriGas Partners'
retail propane volumes are sold under fixed-price contracts.  
Based on recent discussions with management, Fitch believes that
AmeriGas Partners has hedged the vast majority of these fixed-
price arrangements.

Because AmeriGas Partners' senior notes rank junior to the secured
debt of AmeriGas Propane, debt service at AmeriGas Partners
ultimately depends on the AmeriGas Propane's ongoing ability to
make upstream cash distributions to AmeriGas Partners.  Fitch
continues to believe that conditions and/or events that would
disrupt debt service at AmeriGas Partners remain unlikely.  As a
result of continued delevering at AmeriGas Propane, Fitch
estimates that EBITDA would have to fall by nearly 60% under a
warm weather stress scenario before AmeriGas Propane might be
restricted from distributing cash to AmeriGas Partners.  Because
of additional MLP level debt issuances over the past several
years, parent interest obligations have increased.  However, cash
distributions to AmeriGas Partners, which can be generally defined
as EBITDA generated by the AmeriGas Propane minus AmeriGas Propane
cash interest expense and maintenance capital expenditures,
covered interest expense on AmeriGas Partners' stand-alone debt
obligations by 4.8x for the 12 months ended June 30, 2004.

The partnership's primary source of external liquidity is AmeriGas
Propane's $175 million credit agreement, consisting of a
$100 million revolving credit facility and a $75 million
acquisition facility (that may also be used for working capital
purposes), which expires in October 2008.  As of June 30, 2004, no
borrowings were outstanding under the facilities, though issued
letters of credit had reduced total availability by $43 million.
Like other retail propane distributors, AmeriGas Propane's working
capital borrowing needs are seasonal in nature and peak during the
fall and winter heating season. Working capital borrowings peaked
at approximately $70 million during fiscal 2004.  AmeriGas
Propane's liquidity position is further enhanced by a $20 million
revolving credit agreement provided by AmeriGas Propane, Inc., the
general partner of AmeriGas Partners.  This facility, which
expires in 2008, is funded by UGI Corp. and is subordinated to all
senior debt of AmeriGas Propane.


ARMOR HOLDINGS: Issuing $300 Million Sr. Sub. Convertible Notes
---------------------------------------------------------------
Armor Holdings, Inc. (NYSE: AH) is seeking to raise approximately
$300 million through a new issuance of senior subordinated
convertible notes due 2024.  In addition, the Company expects to
grant Goldman, Sachs & Co., as sole underwriter of the Notes, an
option to purchase up to an additional $45.0 million principal
amount of the Notes.  The closing of the offering is expected to
occur on October 29, 2004, subject to the satisfaction of
customary closing conditions.

Under current accounting standards, the features of the Notes
being offered will allow the treasury stock method to be used in
calculating the dilutive effect of these Notes in earnings per
share calculations.  Under this method, the effect of the
conversion of the Notes would only be included in the weighted
average shares outstanding balance, and thus be dilutive, only
upon exceeding the stated conversion price to be determined upon
pricing.

Copies of the preliminary prospectus for the offering may be
obtained by contacting:

         Goldman, Sachs & Co.
         85 Broad Street
         New York, NY 10004
         Attn: Prospectus Department
         Telephone: 212-902-1171.

                       About Armor Holdings

Armor Holdings, Inc. (NYSE: AH) is a diversified manufacturer of
branded products for the military, law enforcement and personnel
safety markets. Additional information about the Company can be
found at http://www.armorholdings.com/

                         *     *     *

As reported in the Troubled Company Reporter on June 4, 2004,
Standard & Poor's Ratings Services revised its outlook on Armor
Holdings, Inc., to positive from stable.  At the same time,
Standard & Poor's affirmed its ratings, including the 'BB'
corporate credit rating, on the security products supplier.

"The outlook revision reflects Armor's improved financial
flexibility from a proposed common stock offering and solid
operating performance," said Standard & Poor's credit analyst
Christopher DeNicolo.


ARMOR HOLDINGS: Moody's Rates Planned $300M Senior Sub. Notes B1
----------------------------------------------------------------
Moody's Investors' Service assigned a B1 rating to Armor Holdings,
Inc. proposed $300 million senior subordinated convertible notes,
due 2024.  In addition, the following ratings have been affirmed:

   * $150 million senior subordinated notes due 2013, rated B1;
   * Ba3 senior implied rating; and
   * B2 issuer rating.

The ratings outlook is stable.

The purpose of the proposed notes offering is to fund the recent
acquisition of Specialty Group for $92 million, with the balance
of the proceeds (net of fees) intended to be used for acquisition
opportunities and general corporate purposes.  The ratings reflect
the company's relatively strong and stable earnings and cash flow
generation derived from a diverse products base in a strong
defense market environment, and the company's brand and market
leadership in its main products groups.  The ratings also
consider:

   (1) the substantial increase in total debt resulting from this
       notes offering, despite the manageable degree of leverage
       that will ensue,

   (2) uncertainty about the size, frequency, and nature of future
       acquisitions undertaken by the company, and

   (3) integration risk associated with the acquisition of
       Specialty Products and other potential transactions.

The stable ratings outlook reflects Moody's expectations that the
company will be able to maintain its profit margins while growing
both organically and via acquisitions.  Ratings or their outlook
may be subject to upward revision if the company demonstrates the
ability to maintain gross profit margins of at least 26% and free
cash flow of over 10% of total debt, while growing revenue as the
result of smooth integration of future acquisitions.  Conversely,
ratings could be negatively affected if the company were to take
on additional leverage to perform larger sized acquisitions, with
leverage (debt/EBITDA) exceeding 4x, or if free cash flow were to
remain persistently below 10% of total debt for a prolonged
period.

Post-transaction, Armor Holdings' total debt will have almost
tripled from about $157 million as of June 2004 to approximately
$465 million upon close.  As a percent of total capital, to which
the company added about $143 in new equity proceeds from a
successful shares offering in June 2004, debt increases from about
24% as of June 2004 to a pro forma estimate of 48%.  However,
relative to the company's earnings and cash flow levels, leverage
remains moderate despite the sizeable increase in debt.  Pro forma
for the close of this transaction, debt will represent a still-
manageable 2.8x LTM EBITDA (pro forma the acquisition and
operations of Specialty Group), which is strong for this rating
category.

Moody's notes the benefits the company has enjoyed over the past
year owing to the strong defense and security environment, as
investments that Armor's has made in this sector have brought
positive results.  For the first six months of 2004, the company's
revenue base has increased 138%, from $162 million in the first
half of 2003 to $385.  Meanwhile, as the company has maintained
operating margins of 15%, resulting in a likewise increase in
EBITDA, from $18 million to $63 million in the first half of 2004.  
Given the modest debt levels, interest coverage has been robust,
with LTM June 2004 EBIT covering interest by over 13x.  Cash flow
has also remained strong, as the company generated $44 million in
retained cash flow in the first half of 2004.  However, free cash
flow was only $1.5 million for this period, having been negatively
affected by about $44 million in cash usage for increases in
working capital associated with the company's revenue growth.  
Moody's considers such thin free cash flow generation to be a
consequence of rapid growth, both organically and via
acquisitions, which serves as an offsetting factor against
otherwise strong credit metrics.

Moody's believes that the recently announced Specialty Products
acquisition, one of the larger acquisitions the company has taken
to date, is strategically logical, as the individual protective
equipment products appear to complement the company's existing
portfolio of personal armor products.  Moody's further recognizes
Armor's success to date in integrating other acquisitions into the
company's portfolio of businesses, including the $110 million
acquisition of Simula in 2003, as evidenced by consistently strong
operating margins and robust returns on these investments.  
However, considering the acquisitive nature of the company,
Moody's is concerned about the size, frequency, and integration
risks associated with potential future acquisitions.  With an
estimated $390 million of cash on the balance sheet upon close to
the transaction, the company will have investment capital for
several acquisitions of a size comparable to Simula.  As such, the
ratings assigned take into account uncertainty surrounding the
outcome of growth-oriented acquisitions over the next several
years.

The B1 rating assigned to the proposed senior subordinated
convertible notes, one notch below the senior implied rating and
the same as the existing senior subordinated notes due 2013,
reflects the effective subordination of the notes in claim to
current and future potential senior debt, and the fact that these
notes are pari passu in seniority to the existing notes.  Armor
has a $60 million senior secured revolving credit facility, not
rated by Moody's, which is currently un-drawn.  The notes benefit
from guarantees from all Armor's existing and future domestic
subsidiaries.  On closing, the combined $450 million of new senior
subordinated convertible notes and the existing 2013 notes will
essentially comprise the company's total debt balance of
$465 million, with no further debt senior in claim to these notes
outstanding on the company's balance sheet, assuming the revolver
remains un-drawn.  Future changes in capital structure that entail
incurrence of additional senior debt may result in downward
notching of these notes.

Armor Holdings, headquartered in Jacksonville, Florida, is a
manufacturer and provider of security products, vehicle armoring
systems, and security risk management services.  The company had
LTM June 2004 revenues of $589 million.


ASTRIS ENERGI: Shareholders Okay Czech Subsidiary Acquisition
-------------------------------------------------------------
Astris Energi Inc. (OTC Bulletin Board - ASRNF) held its Annual
and Special Meeting at which its shareholders approved the
memorandum of understanding for the acquisition of the outstanding
shares in Astris s.r.o, its affiliate company in the Czech
Republic.  With this purchase, Astris Energi will own 100% of
Astris s.r.o.

At the well-attended meeting, President and CEO Jiri Nor led a
series of presentations outlining the progress Astris has made in
the last year in the areas of technology, finance, and marketing.
The presentations highlighted:

   -- The December 2003 debut of the Model E8 AFC Portable Power
      Generator.  Developed with partial funding from the Czech
      Republic's Ministry of Industry and Trade, the E8 has a
      total electrical efficiency of more than 50%, a figure
      unequalled by any other device in its class, and several
      times higher than the efficiency of conventional generators
      fuelled by gasoline.  It is quiet, emission-free, and uses
      Astris' low-cost POWERSTACK(TM) MC250 fuel cell modules,
      which were also introduced in December 2003.

   -- The launch and marketing of Astris' next-generation test
      load, the TL5 Test Load and its companion Windows-based
      software TESTMASTER(TM).

   -- The raising of CDN$1,815,000 from private investors, largely
      through First Energy Advisors who were hired in June 2003.

   -- The completion in August of a US$500,000 private placement
      to accredited investors.  The funds enabled Astris to move
      forward with construction of Phase One of its pilot
      production line for the POWERSTACK(TM) MC250 fuel cell
      module.  The line is now completed and preliminary
      production trial runs are meeting expectations.

   -- The paying down of an existing CDN$100,000 debenture
      through the issuance of common shares, thus eliminating
      Astris' only long-term financial liability.

   -- Astris' continued marketing and business development efforts
      at international events such as the Fuel Cell 2004
      Conference in Denver, Colorado and the Hydrogen and Fuel
      Cells 2004 Conference and Trade Show in Toronto, Canada.
      These conferences provide an opportunity for Astris to
      demonstrate its products to industry, government, and the
      general public and to present technical papers on the
      advancements that it has made in alkaline fuel cell
      technology.

   -- Astris' value-added reseller Agreement with Alternate Energy
      Corporation (AEC) for the development of a fuel cell power
      pack. The proposed power pack will combine AEC's low-cost,
      on-demand hydrogen production technology with Astris
      Energi's industry-leading AFC Power Generator technology.
      The resulting product will be suitable for stationary
      industrial and residential primary and back-up power
      applications.

   -- The recently announced Cooperation Agreement with Italy's
      Electronic Machining s.r.l. (El.Ma.) The Agreement calls for
      the licensing of Astris' AFC technology to El.Ma. along with
      purchasing of Astris' consulting services and products at
      market competitive prices.  El.Ma. will apply its research
      and manufacturing expertise and work with Astris
      to further the commercialization and production development
      of Astris' AFC technology with an eye to the expanding
      European Union market.

Along with the motion approving the purchase of the outstanding
Astris s.ro. shares, the following motions also received
shareholder approval:

   -- A special resolution fixing the number of directors to be
      elected at five;

   -- The appointment of two new directors, H. David Ramm and
      Brian D. Clewes;

   -- The appointment of PricewaterhouseCoopers LLP as auditors
      for the Company;

   -- An amendment increasing the maximum number of common shares
      reserved for issuance under the Company's Stock Option Plan
      to 5,100,000;

   -- An amendment increasing the authorized capital of the
      corporation to an unlimited number of common shares; and

   -- A resolution allowing for private placements in the next
      12 months in aggregate not exceeding 60% of the current
      number of common shares outstanding.

"We are always pleased to meet with our investors," commented CEO
and President Jiri Nor.  "This has been a particularly eventful
year for Astris with exciting developments on all fronts.  With
the successful completion of Phase One of our pilot production
line, we are well positioned to take advantage of our recent
partnership and cooperation agreements.  Our expectation is that,
by January 2005, we will meet our production target of 200 kW per
year.  Phase two of the production line has a capacity target of 2
MW annually within two years, but its implementation is contingent
on raising an additional US$ 3.5 million in financing.  As our
products reach pre-commercialization, there are ample
opportunities to develop and expand our product line and generate
new revenue."

                     About Astris Energi Inc.
                      
Astris is a late-stage development company committed to becoming
the leading provider of affordable fuel cells and fuel cell
generators internationally.  Over the past 21 years, more than
$17 million has been spent to develop Astris' alkaline fuel cell
for commercial applications.  Astris is commencing pilot
production of its POWERSTACK(TM) MC250 technology in 2004.  Astris
is the only publicly traded company in North America focused
exclusively on the alkaline fuel cell.  Additional information is
also available at the company's website at http://www.astris.ca/    

At June 30 ,2004, Astris Energi Inc.'s shareholders' deficit
narrowed to C$11,743, compared to a $135,975 deficit at
December 31, 2003,


ATA AIRLINES: Files for Chapter 11 Protection in S.D. Indiana
-------------------------------------------------------------
ATA Holdings Corp., (Nasdaq: ATAH), and certain subsidiaries,
including ATA Airlines, Inc., have filed for protection under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the Southern District of Indiana.

ATA emphasized that it continues business as usual. The airline
stands by its customer commitments, honoring tickets, upholding
its full flight schedule, in-flight services and frequent flyer
reward programs.

With this move, ATA will develop a plan of reorganization to
address its debt levels and other obligations, and to lower its
cost structure even further, while operating in the normal course
of business. The reorganization will allow the airline to restore
and strengthen its competitiveness as a leading low cost carrier
in the challenging industry environment, and to advance existing
initiatives to improve its services, such as retrofitting planes
for business class service.

"Excess capacity, extremely high fuel prices, which continue to
escalate, and declining fares have necessitated that all airlines,
including ATA, re- examine their business," said ATA Holdings'
Chairman, President and Chief Executive Officer George Mikelsons.
"As we transform, we maintain our focus on serving customers,
while flying one of the youngest, most fuel-efficient fleets among
the major carriers. ATA will continue to provide value-based
everyday, low fares and service that makes the travel experience
easier and more affordable for all our business and leisure
travelers."

                Agreement with AirTran Airways, Inc.

ATA reported that, in conjunction with the filing, the airline has
reached an agreement with AirTran Airways, Inc. (NYSE: AAI) in
which AirTran will pay ATA $87.6 million to assume ATA's flight
operations, gates lease, and routes in Chicago Midway Airport, as
well as arrival and departure slots at LaGuardia Airport and
Ronald Reagan Washington National Airport. The agreement, which is
subject to approval by the City of Chicago and the Bankruptcy
Court, will take effect later this year or early next year, and is
to be finalized over the next several days.

ATA is in continuing discussions with potential third-party
lenders to procure Debtor-In-Possession financing. Meanwhile, the
Air Transportation Stabilization Board has agreed to allow ATA's
continued use of its cash collateral, which, combined with the
Company's projected cash flow from operations, should be
sufficient to fund the needs of ATA and its operating subsidiaries
until the Company reaches an agreement for DIP financing.

"Our arrangement with AirTran will grow the travel options we
offer customers, and is a key component of our transformation into
a refocused, streamlined and profitable airline," continued Mr.
Mikelsons. "We remain committed to serving Midway customers during
this transition, while also having the significant support of one
of the strongest low cost carriers."

AirTran and ATA intend to establish co-marketing programs and code
share agreements for flights operating into and out of Chicago
Midway. There is a transition plan in place for AirTran to
outsource to ATA servicing of Chicago flights over a specified
period. The transition arrangements with AirTran will allow ATA a
gradual, measured exit from Chicago, as well as provide ATA time
and flexibility to develop and execute its reorganization plan.

ATA passengers holding existing reservations for flights to and
from Chicago Midway will be serviced seamlessly under their
originally issued tickets, without the need for rebooking.
Participants in ATA and AirTran frequent flyer programs will
accrue and redeem miles on both airlines' networks.

              Reorganizing to Emerge a Stronger Airline

Mr. Mikelsons also broadly outlined the key points of ATA's
reorganization plan, which entails optimizing its fleet and plane
sizes and focusing on the most profitable cornerstones of its
business: commercial flights routed through its Indianapolis hub,
flights to Hawaii, as well as military and some commercial charter
service. ATA will continue to operate its Chicago Express
connection service through Chicago Midway, as well as its
Ambassadair Travel Club.

ATA also stressed its continued commitment to Indianapolis, which
will remain the Company's headquarters and primary hub. Mikelsons
continued, "Indianapolis has been a key source of our growth, and
we will remain in the city we have called home since 1973."

To further ensure ATA's smooth operation, the Company has filed
various first-day motions with the Bankruptcy Court that would
allow it to, among other operations, continue timely payments to
fuel vendors, employees and other service providers, as well as to
assume clearinghouse and interline contracts.

Mr. Mikelsons added, "We have begun taking the difficult steps to
transform ATA into an airline that is positioned to meet the needs
of our customers today and for the future. Our agreements with
AirTran, combined with ATSB's flexibility, will facilitate ATA's
transformation into a formidable low-fare competitor, capable of
winning in today's airline industry environment for our customers,
employees, creditors, and other stakeholders."

ATA has faced significant financial and operational challenges
stemming from:

   -- the slowdown of the economy,

   -- the tragic events of September 11, 2001,

   -- pricing pressure,

   -- major increases in fuel costs, which have not yet abated,
      and

   -- losses of revenue and bookings in its important Florida
      market due to four hurricanes this summer.

Changes in consumer behavior, particularly the reduction in
business travel and the changes in business travel patterns, have
led to a significant drop in revenues due, in part, to ATA's large
aircraft. ATA determined that the Chapter 11 process offered the
Company the most viable way to restructure its operations and
finances to remain competitive.

                  Pilots Group Issue Statement

Capt. Erik Engdahl, chairman of the ATA Unit of the Air Line
Pilots Association, made this statement yesterday following ATA's
filing for bankruptcy with the U.S. District Court in
Indianapolis. Capt. Engdahl, a resident of Brown County, Indiana,
is a Boeing 757 pilot based on the west coast.

   "Today is a sad day for all of us as ATA flight crew members,
   but one that's recurring with alarming frequency in our
   industry. There are many reasons why ATA was forced to declare
   bankruptcy, but with some of the lowest costs in the industry,
   labor expenses can't be blamed for this airline's breakdown.

   "Our crews are unique among low-cost carriers for their    
   expertise in operating new-generation, ETOPS-certified aircraft
   both at home and overseas. They will be a valuable asset to any
   airline, and we will aggressively work to ensure that their
   jobs and seniority are protected. While the uniforms may
   change, their professionalism will stay the same.

   "We will also respond expeditiously in order to protect our
   members who may end up remaining at ATA, and work cooperatively
   with management to keep the transformed airline and its cockpit
   crewmembers successful and competitive.

   "We love our airline and are strongly committed to seeing it
   succeed. ATA has always set the standard for safety, comfort
   and convenience among low-cost carriers, and we are committed
   to maintaining a quality product in spite of our changed
   circumstances. During this period of transition we will strive
   to ensure that our passengers can't tell the difference between
   the pre- and post-bankruptcy airline."

The Air Line Pilots Association is the bargaining agent for the
1,100 pilots and flight engineers at ATA. ALPA is the world's
oldest and largest pilot union, representing 64,000 pilots at 43
airlines in the U.S. and Canada. Visit the ALPA Web site at
http://www.alpa.org/

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 No. 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 INC: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: ATA Airlines, Inc.
             aka American Trans Air, Inc.
             7337 West Washington Street
             Indianapolis, Indiana 46231-1328

Bankruptcy Case No.: 04-19868

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      ATA Holdings Corporation                   04-19866
      Ambassadair Travel Club, Inc.              04-19869
      ATA Leisure Corporation                    04-19870
      Amber Travel, Inc.                         04-19871
      American Trans Air Execujet, Inc.          04-19872
      ATA Cargo, Inc.                            04-19873
      Chicago Express Airlines, Inc.             04-19874

Type of Business:  The Company 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.  See http://www.ata.com/

Chapter 11 Petition Date: October 26, 2004

Court: Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch

Debtor's Counsel: Terry E. Hall, Esq.
                  Baker & Daniels
                  300 North Meridian Street, Suite 2700
                  Indianapolis, Indiana 46204-1750
                  Tel: (317) 237-0300

Consolidated Financial Condition as of August 31, 2004:

    Total Assets: $745,159,000

    Total Debts:  $940,521,000


Consolidated list of Debtor's 30 largest unsecured creditors:

    Entity                     Nature Of Claim      Claim Amount
    ------                     ---------------      ------------
Wilmington Trust Company       12.125% Senior Note  $110,233,000
Rodney Square North            Due June 15, 2010
1100 North Market Street
Wilmington, Delaware 19890-0001
Attn: Jeanne Oller
Tel: (302) 636-6188
Fax: (302) 636-4140
E-Mail:
joller@wilmingtontrust.com

Citibank, N.A., As Agent for   Unsecured Portion Of  $63,271,000
Lender Group                   ATSB Guaranteed Loan
ATSB Guaranteed Loan           Estimated Collateral
2 Penns Way, Suite 200         Value As Of 10/15/04:
New Castle, Delaware 19720     $76,629,000
Attn: Kathy Racer
Tel: (302) 894-6002
Fax: (212) 994-0849
E-Mail:
kathleen.c.racer@citigroup.com

Wells Fargo Bank Northwest NA  9.625% Senior Note    $20,005,000
Corporate Trust Services       Due December 15, 2005
299 South Main Street
12th Floor, Mac: U1228-120
Salt Lake City, Utah 84111
Attn: Scott Nielsen
Tel: (801) 246-5555
Fax: (801) 246-5053
E-Mail: s
scott.nielsen@wellsfargo.com

US Bank                        Advance Under Co-     $20,000,000
755 Bridle Ridge Road          Branded Credit Card
Saint Paul, Minnesota 55123    Agreement
Attn: Michael Kennedy
Vice President National Accounts
Tel: (651)330-9847
E-Mail:
michael.kennedy@usbank.com

Union Planters Bank, N.A.      Undersecured Portion   $8,570,291
Po Box 438                     Of Claim
Vincennes, Indiana 47591-0438  Estimated Collateral
Attn: William Perry            Value As Of 10/26/04:
Tel: (812) 885-6528            $5,000,000
Fax: 812-885-6406
E-Mail:
william.perry@upbna.com

Bank Of America                Unsecured Portion Of   $8,091,667
M/S Ri De 03708C               Claim
One Financial Plaza            Estimated Collateral
Prividence, Rhode Island 02903 Value As Of 10/26/04:
Attn: Robert Merill            $600,000
Tel: (401) 278-8144
Fax: (401) 278-8200
E-Mail:
robert_e_merrill@fleetcl.com

Department Of Aviation         Loan For Funding       $7,019,103
O'hare International Airport   Chicago Midway
Terminal 2 Mezzanine           Expansion Gates
Pob 66142
Chicago, Illinois 60666
Attn: Commissioner John Roberson
Tel: (773) 686-8060
Fax: (773) 686-3424
E-Mail: jroberson@ohare.com

Aon Risk Services              Trade Payable          $3,608,510
201 North Illinois Street      (Insurance)
Suite 1400
Indianapolis, Indiana 46204-4231
Attn: Mike Mccray
Tel: (312) 381-4166
Fax: (312) 381-6363
E-Mail:
mike_mccray@ars.aon.com

Boeing Commercial Airplane     Trade Payable            $685,402
Group                          (Parts)
Attn: Cashier M/S 6x-Cf
Po Box 3707
Seattle, Washington 98124-2207

DFAS-CO/ FPS / F               Trade Payable            $625,936
3990 East Broad Street         (Fuel)
Building 21
Columbus, Ohio 43213-1152

SAAB Aircraft Of America, LlC  Trade Payable            $357,996   
21300 Ridgetop Circle
Sterling, Virginia 20166

Michael Lewis Company          Trade Payable            $350,374
PO Box 97510                   (Catering)
Chicago, Illinois 60678-7510

KGD Systems                    Trade Payable            $299,026
20251 Southwest Acacia Street  (Revenue Accounting)
Suite 210
Newport Beach, California 92660

Driesen Aircraft               Trade Payable            $281,343
Interior Systems                        
10781 Forbes Avenue       
Garden Grove, California 92843
                                                     
Flying Food Group              Trade Payable           $264,937.44                                            
810 Malcolm Road               (Catering)
Burlingame California 94010

Rockwell Collins Inc           Trade Payable           $264,276.58
10925 Reed Hartman
Highway #205
Cincinnati, Ohio 45242

Hexaware                       Trade Payable            $248,207

WGN AM Radio                   Trade Payable            $242,256

Chicago Department Of Revenue  Taxing Authority         $234,231

Hamilton Sundstrand            Trade Payable            $225,759

Aircraft Service International Utility Payable          $218,036

Aeropuerto De Cancun, Sa       Utility Payable          $213,176
                               (Foreign)

San Jose Advertising Group     Trade Payable            $208,854
Advertising, Marketing & Pr    (Advertising)

Honeywell Aerospace Services   Trade Payable            $207,851

Aer Rianta Shannon             Trade Payable            $201,990
C/O Dublin Airport Authority      (Rent)

Moore Wallace North
America Inc                    Trade Payable            $196,998

Kelly Scott And Madison Inc    Trade Payable            $161,559
C/O Lasalle National Bank

Gate Gourmet                   Trade Payable            $160,506

Greater Orlando Aviation       Trade Payable            $153,945


ATA AIRLINES: Moody's Junks Sr. Unsec. Notes & Two Cert. Classes
----------------------------------------------------------------
Moody's Investors Service downgraded the Senior Unsecured debt of
ATA Holdings, Inc to C and the Senior Implied rating of ATA
Airlines, Inc. to Caa3.  The ratings for company's Enhanced
Equipment Trust Certificate -- EETC -- transactions were placed
under review for possible downgrade.  The rating applied to the
company's Series 2000-1 G tranche (Aaa based on the support
provided by the financial guarantor) is not under review at this
time.

The downgrades and review were prompted by the continued
deterioration in the company's financial profile and the
possibility that a judicial restructuring of the company's debt
will become necessary.  The unsecured rating reflects the
potential for a high loss of principal in the event of a
bankruptcy filing and that avoidance of a judicial restructuring
will almost certainly involve additional flexibility on the part
of the company's major debt holders including the Air
Transportation Stabilization Board -- ATSB.

The review will consider the impact on debt holders of any such
restructuring as well as the potential for alternative solutions
to the company's cash flow and liquidity difficulties.  The
assessment of risk to EETC debt holders will include the
possibility of a wide range of outcomes including sale of the
underlying assets, renegotiation of the underlying lease
obligations and rejection of the aircraft obligations and
subsequent sale of the collateral, the value of the underlying
collateral including both the current demand for the aircraft
types collateralizing the company's EETC's (B737-800 and B757-200
aircraft) and the potential for difficulties at other airlines to
impact the current markets for such aircraft.  Moody's notes that
there has been some strengthening of demand for aircraft in the
past 18 months, particularly for the B737-800 aircraft
collateralizing the Series 2002-1 transaction.  However, it is
Moody's opinion that achieving high values in a liquidation
scenario will be difficult at this time due to lower than
anticipated industry cash flow both in the US and globally and the
potential availability of narrow body aircraft from other airlines
in financial difficulty.

These ratings are affected by the ratings action:

   -- ATA Holdings Corporation

      * Senior Unsecured Notes to C from Ca

   -- ATA Airlines, Inc.:

      * Senior Implied Rating to Caa3 from Caa2

On review for possible downgrade:

   -- Enhanced Equipment Trust Certificates:

      * Series 1996-1A: Ba2
      * Series 1996-1B: Caa1
      * Series 1997-1A: Ba2
      * Series 1997-1B: Caa1
      * Series 1997-1C: Ca
      * Series 2000-1C: Caa1
      * Series 2002-1A: Baa3
      * Series 2002-1B: B1

ATA Holdings Corp and its primary operating subsidiary ATA
Airlines, Inc. are headquartered in Indianapolis, IN.


ATA HOLDINGS: Discloses Senior Management Changes
-------------------------------------------------
ATA Holdings Corp. (NASDAQ:  ATAH) Chairman, President and CEO,
George Mikelsons, said David M. Wing has agreed to rejoin the
Company as Executive Vice President and Chief Financial Officer.  
Mr. Wing previously served as the Company's Executive Vice
President and Chief Financial Officer from March 2003 until June
of this year.  On June 28, 2004, the announced that Mr. Wing had
left the Company to pursue other interests.

"We are extremely pleased that Dave has decided to rejoin us,"
said Mr. Mikelsons.  "Dave's extensive experience, skills and
knowledge of the Company and the airline industry will be
extremely valuable during this difficult period in our history."

Mr. Wing served as ATA's Vice President and Controller from 1994
to 2003.  In March 2003, Mr. Wing was promoted to Executive Vice
President and CFO, a position he held until June 2004.  In January
2004, during his previous tenure as Executive Vice President and
CFO, Mr. Wing led a successful restructuring the Company's long-
term debt and aircraft leases.  Upon returning to the Company, Mr.
Wing will once again report to Mikelsons and will have
responsibility for all corporate finance, treasury, accounting,
financial reporting, budgeting, and SEC compliance activities as  
well as tax planning, financial forecasting and measurement of
business segment profitability.

Following the return of Mr. Wing as the Company's Executive Vice
President and Chief Financial Officer, Mr. Mikelsons said Gilbert
F. Viets has been appointed Executive Vice President and Chief
Restructuring Officer of the Company effective Oct. 19, 2004.  Mr.
Viets will report to Mr. Mikelsons.  Mr. Viets previously served
as the Company's Executive Vice President and Chief Financial
Officer from June 25, 2004 to Oct. 18, 2004.  

"We were very fortunate Gil was able to assume the role of CFO of
the Company during Dave Wing's absence," said Mr. Mikelsons.  "Gil
provided great leadership in our efforts to restructure our debt
obligations and is now formally tasked with continuing those
restructuring efforts.  I can think of no one better than Gil to
perform this important function for the Company."

Mr. Viets, a Company board member, served as the Company's Audit
Committee Chairman from May 2003 to June 2004.  He was also a
clinical professor in the Systems and Accounting Program of the
Kelley School of Business at Indiana University, Bloomington,
Indiana.  Mr. Viets, a Certified Public Accountant, was with
Arthur Andersen LLP for 35 years before retiring in 2000.  He
graduated from Washburn University of Topeka, Kansas. He has been
active in numerous civic organizations and presently serves on the
finance committees of St. Vincent Hospital and Healthcare Center,
Inc., and St. Vincent Health, both located in Indianapolis,
Indiana.

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 No. 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.  


BUFFALO MOLDED: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Buffalo Molded Plastics, Inc.
        dba Andover Industries
        Maple Street Extension
        P.O. Box 459
        Andover, Ohio 44003-0459

Bankruptcy Case No.: 04-12782

Type of Business: The Debtor is engaged in the molding industry.
                  See http://www.andoverplastics.com/

Chapter 11 Petition Date: October 21, 2004

Court: Western District of Pennsylvania (Erie)

Judge: Thomas P. Agresti

Debtor's Counsel: David Bruce Salzman, Esq.
                  Campbell & Levine, LLC
                  1700 Grant Building
                  Pittsburgh, PA 15219
                  Tel: 412-261-0310
                  Fax: 412-261-5066

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
PPG Industries, Inc.                     $2,507,169
P.O. Box 360175
Pittsburgh, PA 15251

Basell USA Inc.                            $895,918
P.O. Box 70549
Chicago, IL 60673

Light Fabrication Inc.                     $686,901
40 Hytec Circle
Rochester, NY 14606

Delphi Packard Electric System             $490,697
P.O. Box 71405
Chicago, IL 60694

PeopleLink, LLC                            $420,905
303232 P.O. Box 66973
Akron, IL 60666

Washington Penn Plastics Co., Inc.         $394,592
P.O. Box 360516
Pittsburgh, PA 15251

Infinity Resources Inc                     $374,141
225 Broad St.
Conneaut, OH 44030

Bayer Material Science                     $344,115
Box 223105
Pittsburgh, PA 15251

Jamestown Plastics Inc.                    $319,051
P.O. Box U
Brocton, NY 14716

Extrahelp Staffing Services                $296,094
120 W. Second St., Ste. 1010
Dayton, OH 45402

Siegel-Robert Inc.                         $245,682

Muehlstein Compounded Prod.                $222,516

Penelec                                    $222,413

Project Management Services                $207,904

Ohio Edison Company                        $190,881

Hafer Truck Service, Inc.                  $160,397

UHY Advisors                               $150,980

Crawford Co. Properties                    $150,186

Aero-Chem.                                 $142,371

Weyerhaeuser                               $138,638


BURLINGTON: Trust Wants More Time for Adv. Proceedings Service
--------------------------------------------------------------
The BII Distribution Trust asks the Bankruptcy Court to further
extend by an additional 60 days the time within which it may
effect service of original process in the adversary proceedings
filed against 17 defendants within any judicial district of the
United States or foreign country.

The 17 Defendants are:

                                                     Adversary
   Defendant                                       Proceeding No.
   ---------                                       --------------
   A Dewavrin Segard                                  03-58499
   The Bacova Guild, Ltd.                             03-58527
   Birs, Inc.                                         03-58530
   Elders Wool International                          03-58574
   Fibertex A/S                                       03-58533
   Fox & Lillie                                       03-58540
   The Hippage Company, Incorporated                  03-58637
   Internat'l Garment Processors & Finishers          03-58586
   Ira L. Griffin Sons, Inc.                          03-58547
   Lempriere Australia                                03-58559
   M.S. Carriers, Inc.                                03-58632
   Martelli Lavorazioni Tesseli S.p.A.                03-58566
   Relocation Resources International, Inc.           03-58641
   Staple Cotton Co-Operative Association             03-58635
   Staubli Corporation                                03-58636
   Welcome Industrial                                 03-58605
   XL Adhesives, LLC, d/b/a XL Flooring               03-58623

The Trust was required to commence the Adversary Proceeding on  
Nov. 12, 2003, to avoid the preclusive effect of the two-year  
statute of limitations to commence avoidance actions.  After  
filing its complaint and initiating the Adversary Proceeding, the  
Trust attempted service at the last known address for each  
Defendant without delay.  However, certain of the addresses  
appear to be no longer valid.  In addition, the Defendants have:

   -- either formally or informally contested service of process;

   -- not formally acknowledge that both process and service of
      process were proper; and

   -- not acknowledge that they are the proper defendants.

Karen M. McKinley, Esq., at Richards, Layton & Finger, P.A., in  
Wilmington, Delaware, tells Judge Rosenthal that the Trust has  
been working with the Defendants to determine if matters can be  
resolved without recourse to further litigation.  The Trust has  
also extended many of the Defendant's time to respond to the  
complaints pending the parties' continuing discussions.   
According to Ms. McKinley, it is still not known whether certain  
of the Defendants intend to contest service of process or its  
sufficiency.

Ms. McKinley also notes that certain of the Defendants are  
foreign corporations.  Additional time is necessary to serve  
those Defendants pursuant to the Hague Convention of
November 15, 1965, on the Service Abroad of Judicial and  
Extrajudicial Documents in Civil or Commercial Matters or  
otherwise.

The Trust has spent, and continues to spend, a significant amount  
of time researching and responding to these and other service  
related issues.  Moreover, the Trust has acted and continues to  
act both reasonably and expeditiously.

"The fact that the statute of limitations expired on
November 12, 2003, is a further reason to grant the Extension,  
Ms. McKinley asserts.  "If the complaints are not served timely,  
and the Adversary Proceedings are dismissed, the Trust would be  
barred by the statute of limitations from re-filing the  
complaints and would not have any chance to recover on these  
causes of action for the benefit of the Debtors' estates."  The  
result would be unfair to those who may benefit from any recovery  
in the Adversary Proceeding, Ms. McKinley says.

Headquartered in Greensboro, North Carolina, Burlington  
Industries, Inc. -- http://www.burlington-ind.com/-- was one of   
the world's largest and most diversified manufacturers of soft  
goods for apparel and interior furnishings.  The Company filed  
for chapter 11 protection in November 15, 2001 (Bankr. Del. Case  
No. 01-11282).  Daniel J. DeFranceschi, Esq., at Richards, Layton  
& Finger, and David G. Heiman, Esq., at Jones Day, represent the  
Debtors.  WL Ross & Co. LLC purchased Burlington Industries and  
then sold the Lees Carpets business to Mohawk Industries, Inc.   
Combining Burlington with Cone Mills, WL Ross created  
International Textile Group.  Burlington's chapter 11 Plan,  
confirmed on Oct. 30, 2003, was declared effective on Nov. 10,
2003, and gave rise to the BII Distribution Trust.  (Burlington
Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


CAPCO ENERGY: Buys Oil-Producing Slick Waterflood Unit in Oklahoma
------------------------------------------------------------------
Capco Energy, Inc. (OTCBB:CGYN) acquires a 50% working interest
(37.5% NRI) in the Slick Waterflood Unit in Creek County,
Oklahoma.  The Company will serve as operator of the acquired
property, which consists of 2680 acres and has current gross
production of 15 bopd from 4 wells from the Dutcher zone.

From a total of 88 wells, the Company plans to convert 40 wells as
oil producers and 40 wells as water injectors.  It is anticipated
that this project will be completed in six months with expected
production levels of about 200 gross bopd after a capital
expenditure by the Company of approximately $700,000.

Ilyas Chaudhary, CEO of Capco said, "The Company plans to maintain
80% gas and 20% oil ratios from its production.  Production from
the Slick Waterflood Unit will enable us to maintain such ratios
as the gas production from our offshore operation increases."

Capco Energy, Inc. (OTCBB:CGYN) -- http://www.capcoenergy.com/--  
owns and operates 49 wells in the Gulf Coast Shelf region through
17 platforms and has additional non-operated producing properties
in Montana and Michigan.

                          *     *     *

In its Form 10-QSB for the quarterly period ended June 30, 2004,
filed with the Securities and Exchange Commission, Capco Energy
reported that it has had recurring losses and marginal or negative
cash flows from continuing operations in each of the last two
fiscal years, and has negative working capital as of
June 30, 2004.  The Company is the guarantor to certain lending
agreements for which the obligor, a former subsidiary, is in
default.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.  Without
realization of additional capital, it would be unlikely for the
Company to continue as a going concern.


CENTRAL WAYNE: Files Plan of Liquidation in Maryland
----------------------------------------------------
Central Wayne Energy Recovery LP filed its Plan of Liquidation
with the U.S. Bankruptcy Court for the District of Maryland,
Baltimore Division.

The Debtor believes that its Plan will allow for an efficient
liquidation of its assets where creditors receive a greater
recovery than would be available in a chapter 7 liquidation.

Under the terms of the Plan:

          * administrative claims,

          * priority tax claims,

          * allowed priority claims,

          * allowed secured claims of the City of Deraborn
            Heights (for 2003 personal property taxes), and

          * the allowed secured claim of CE Wayne I, Inc. (for a
            special purpose working capital loan),

will be paid on or within 30 days after the Effective Date.

The Plan provides, among other things that:

          * secured claim of Wilmington Trust Company will be
            paid in cash after paying the above claims;

          * CE Wayne I, Inc. will receive no distribution on
            account of a general unsecured claim arising from a
            working capital loan;

          * other general unsecured creditors will receive a pro
            rata share from the Distribution Fund on the
            Distribution date on account of their claims; and

          * equity interests will be cancelled and nullified on
            the Effective Date.

Headquartered in Baltimore, Maryland, Central Wayne Energy
Recovery LP owns a waste-to-energy system facility that converts
the heat energy generated by incinerating waste to electricity.  
The Company filed for chapter 11 protection on December 29, 2003
(Bankr. D. Md. Case No. 03-82780).  Maria Chavez Ruark, Esq.,
Piper Rudnick LLP represent the Debtor from its creditors.  When
the Company filed for protection from its creditors, it listed
more than $10 million in assets and more than $100 million in
debts.


CHOCTAW RESORT: Offering $150 Mil. Sr. Debt via Private Placement
-----------------------------------------------------------------
Choctaw Resort Development Enterprise, a business enterprise of
The Mississippi Band of Choctaw Indians, a federally recognized
Indian Tribe, reported the commencement of an offering of
$150 million of Senior Notes due 2019 in a private placement.  Net
proceeds from the offering will be used to repay a portion of the
outstanding indebtedness under the Enterprise's existing credit
facility, repurchase a portion of any of the Enterprise's
outstanding 9-1/4% Senior Notes due 2009 that have been tendered
in connection with its tender offer and pay tender premiums,
transaction fees and related expenses.

The notes are being sold in the United States to qualified
institutional buyers in reliance on Rule 144A, and outside the
United States in compliance with Regulation S, under the
Securities Act of 1933, as amended.  These notes have not been
registered under the Securities Act of 1933, as amended, or any
state securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.  

                        About the Company

The Mississippi Band of Choctaw Indians established the Choctaw
Resort Development Enterprise to operate the Silver Star Hotel and
Casino and to develop and operate the Golden Moon Hotel and
Casino. The Enterprise markets the Silver Star and the Golden
Moon, together with related amenities, as the Pearl River Resort.
The Pearl River Resort is located on the Tribe's 35,000 acre
reservation situated primarily in east central Mississippi.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 25, 2004,
Moody's Investors Service assigned a Ba3 rating to Choctaw Resort
Development Enterprise's new $143.8 million senior secured term
loan due 2011. At the same time, the Enterprise's Ba3 senior
implied rating and B1 long-term issuer rating were affirmed.
Proceeds from the new term facility along with an expected high-
yield note offering will be used to tender for the Enterprise's
existing 9-1/4% senior notes due 2009, repay outstanding revolver
borrowings, and pay related fees and expenses.  The outlook is
stable.

These new ratings was assigned:

   * $143.75 million secured term loan due 2011 -- Ba3.

These existing ratings were confirmed:

   * Senior implied rating, at Ba3
   * Long-term issuer rating, at B1; and
   * $200 million 9.25% senior notes due 2009, at B1.


CI WILSON ACADEMY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: C.I. Wilson Academy, Inc.
        P.O. Box 90458
        Phoenix, Arizona 85066

Bankruptcy Case No.: 04-18602

Type of Business: The Debtor operates a school.

Chapter 11 Petition Date: October 25, 2004

Court: District of Arizona (Phoenix)

Judge: Eileen W. Hollowell

Debtor's Counsel: Blake D. Gunn, Esq.
                  Davis Miles, PLLC
                  1550 East McKellips Road, Suite 101
                  Mesa, AZ 85203
                  Tel: 480-733-6800
                  Fax: 480-733-3748

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Ed Tec Solutions, LLC                       $62,367

Bee Line                                    $56,000

Leonidas G. Condos, P.C.                    $45,377

Exceptional Educational Services            $29,067

Alliance Book                               $24,030

Littler Mendelson, P.C.                     $22,038

SRP                                         $11,650

Clifton Gunderson                           $11,638

Robert Decker CPA, P.C.                      $9,298

XO Communications                            $9,209

Arizona Department of Administration         $8,695

National Restaurant Supply Co, Inc.          $8,661

Motivating The Teen Spirit                   $8,000

Lafferty Development Inc.                    $7,663

E.J. Peskind                                 $6,320

Eschelon Telecom Inc.                        $5,629

Simplex Grinnell                             $5,450

Baraka Inc.                                  $5,000

NCS Pearson Incorporated                     $4,920

Auto Owners Insurance                        $4,708


COLONIAL PROPERTIES: Moody's Reviewing Ba1 Ratings & May Downgrade
------------------------------------------------------------------
Moody's Investors Service placed the Baa3 senior unsecured debt
rating for Colonial Realty Limited Partnership under review for
possible downgrade.  According to Moody's, this review is prompted
by the announcement that Colonial Properties Trust and Cornerstone
Realty Income Trust [NYSE: TCR] have agreed to merge. Both firms
are Real Estate Investment Trusts -- REITs.  Cornerstone's
shareholders will have the right to elect to receive Colonial
Properties common shares or redeemable preferred depository
shares, of which the redeemable preferred shares are subject to a
restriction of 25% of the total merger consideration.  Colonial
has also indicated its intent to refinance a portion of
Cornerstone's substantial secured debt.  The total transaction
size is $1.5 billion and is expected to close during the first
quarter 2005.

In its review, Moody's will focus on Colonial's pro forma capital
structure (specifically overall leverage, and the use of secured
debt), liquidity risks, the quality of unencumbered cash flow
streams, and integration risks associated with the merger.  
Moody's will also evaluate the diversification and economies of
scale benefits anticipated post-merger.

These ratings were placed on review for possible downgrade:

   -- Colonial Properties Trust

      * preferred stock at Ba1,
      * senior unsecured debt shelf at (P)Baa3,
      * subordinated debt shelf at (P)Ba1, and
      * preferred shelf at (P)Ba1.

   -- Colonial Realty Limited Partnership

      * unsecured senior debt at Baa3,
      * senior medium-term notes at Baa3,
      * senior unsecured debt shelf at (P)Baa3, and
      * subordinated debt shelf at (P)Ba1.

Colonial Properties Trust [NYSE: CLP] is a REIT based in
Birmingham, Alabama, USA, that focuses on the multifamily, retail
and office property sectors in the Sunbelt.  It had assets of
$2.7 billion at September 30, 2004.


COLONIAL PROPERTIES: S&P Puts BB+ Preferred Stock Ratings on Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BBB-' corporate
credit and 'BB+' preferred stock ratings for Colonial Properties
Trust on CreditWatch with negative implications.

The CreditWatch listings follow the recent announcement that
Colonial and Cornerstone Realty Income Trust Inc. have entered
into a definitive merger agreement.  Approximately $1.2 billion of
rated securities for Colonial are affected.  Standard & Poor's
does not rate Cornerstone.

Total consideration will be approximately $1.5 billion and will
consist of:

   (1) an exchange of common shares (at a ratio of approximately
       0.26 shares of Colonial stock for each Cornerstone share),

   (2) the issuance of up to $150 million of new preferred
       securities, and

   (3) the assumption of approximately $850 million of
       Cornerstone's existing secured indebtedness.

The purchase price equates to $10.80 per share, or a 7.25% premium
relative to Cornerstone's closing price on Oct. 22, 2004.  The
agreement has been unanimously approved by each company's board of
directors and is subject to shareholder approval.

The CreditWatch listings reflect uncertainty regarding how this
transaction will ultimately impact one of the sector's more highly
leveraged balance sheets.  Particularly, the higher amount of
secured debt could potentially subordinate the interests of
unsecured note holders, which would necessitate a distinction
between the corporate credit rating and the ratings on the REIT's
rated securities.  At September 30, 2004, total debt equaled 67%
of capital (on a book value basis), and secured debt encumbered
properties contributing approximately 35% of net operating income
-- NOI.  Management intends to repay an undetermined portion of
the secured debt with proceeds from the issuance of senior
unsecured notes.  Alternatively, Colonial's previously announced
intention to divest of its mall assets could provide capital to
reduce secured debt levels.  Standard & Poor's will meet with
management in the near term to assess the planned capital
structure, as well as the company's strategic plans for the
combined entity, to determine the extent to which ratings could be
impacted.

Standard & Poor's recognizes the rationale for the merger, as the
combined company will benefit from broader geographic
diversification within several key Sunbelt markets.  Furthermore,
while the transaction appears fully priced at an estimated 6.5%
cap rate, there may be opportunity to improve Cornerstone's NOI as
Colonial's seasoned multifamily management team has consistently
maintained higher occupancies and better same-property NOI
performance relative to peers in their existing markets.

Richmond, Virginia-based Cornerstone owns and operates a portfolio
of 87 communities aggregating approximately 47,000 units.  The
economic occupancy of these properties is approximately 90%.  
Cornerstone's largest markets are Dallas/Fort Worth, Charlotte,
and Raleigh.  This transaction values Cornerstone's communities at
approximately $67,000 per unit, which is slightly higher than the
gross cost basis of Colonial's existing units (approximately
$63,000 per unit).  However, the Cornerstone assets are slightly
older at 18 years vs. 10 years for the Colonial communities.

Birmingham, Alabama-based Colonial owns interests in a
$2.5 billion (net cost basis) diversified portfolio of:

      * 57 multifamily communities,
      * 26 office properties,
      * 17 regional malls, and
      * 32 neighborhood shopping centers.

The portfolio comprises well-seasoned assets primarily located in
secondary markets of the southeastern U.S., with significant
concentration in Orlando and Birmingham.
    
             Ratings Placed On Creditwatch Negative
    
                                           Rating
                                    To              From
                                    --              ----
       Colonial Properties Trust           
         Corporate credit           BBB-/Watch Neg  BBB-/Stable
         Preferred stock            BB+/Watch Neg   BB+

       Colonial Realty L.P.
         Corporate credit           BBB-/Watch Neg  BBB-/Stable
         Senior unsecured notes     BBB-/Watch Neg  BBB-


CSAM HIGH YIELD: Fitch Affirms Junk Ratings on Sr. Sec. Notes
-------------------------------------------------------------
Fitch Ratings affirms two classes of notes issued by CSAM High
Yield Focus CBO, Ltd.  These affirmations are the result of
Fitch's review process.  These rating actions are effective
immediately:

   -- $121,506,160 class A-1 senior secured notes affirmed at
      'B-';

   -- $9,000,000 class A-2 senior secured notes affirmed at
      'CCC-';

   -- $35,000,000 class B-1 senior secured fixed-rate notes remain
      at 'CC';

   -- $25,000,000 class B-2 senior secured floating-rate notes
      remain at 'CC'.

CSAM CBO is a collateralized bond obligation managed by Credit
Suisse First Boston LLC that closed June 30, 1999.  CSAM CBO was
established to issue approximately $400.5 million in fixed- and
floating-rate notes and equity securities and invest the proceeds
in a portfolio of high yield bonds.  Included in this review,
Fitch discussed the current state of the portfolio with the asset
manager.  The collateral pool is static at this time with the
exception of the ability to sell defaulted securities and equity.

CSAM CBO contains an interest default test that is triggered by
either:

   -- current period defaults exceeding 8% of the effective date
      collateral balance, or

   -- cumulative defaults (sum of current defaults) over the life
      of the deal exceeding a predetermined level ranging from 11%
      to 40%.

As of the most recent trustee report dated October 1, 2004,
cumulative defaults equaled 38.39% versus a threshold of 40%.
Defaults of approximately $6.5 million will cause the test to
fail.  As of the last payment period, all rated tranches were
receiving current interest.  If the interest default test fails,
proceeds used to pay interest on the class A-2, B-1, and B-2 notes
will be diverted to pay down the class A-1 notes until they are
paid in full.

Since the last rating action on April 21, 2003, the
overcollateralization -- OC -- ratio decreased from 88.6% to 79.8%
as reported on the October 1, 2004 trustee report, versus a
trigger of 108%.  The interest coverage ratio -- IC -- decreased
from 159.7% to 36.1%, versus a trigger of 130%.  The interest
coverage shortfalls have resulted in the use of principal proceeds
to cover current interest payments, which in part has resulted in
the decline of the OC ratio.  Since the previous review, the A-1
notes have been paid down by approximately $125 million.  The
weighted average rating of the performing collateral is currently
at 'CCC+' and assets rated 'CCC+' or lower represented 50.6% of
the total collateral, excluding defaults.  As of the most recent
trustee report available, CSAM CBO's defaulted assets represented
14.1% of the $176.6 million of total collateral and eligible
investments.

The rating of the class A-1 and A-2 notes addresses the likelihood
that investors will receive timely and compensating interest
payments, as well as the stated balance of principal by the final
payment date.  The rating of the class B-1 notes and B-2 notes
addresses the likelihood that investors will receive ultimate and
compensating interest payments, as well as the stated balance of
principal by the final payment date.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates relative to the minimum cumulative default rates
required for the rated liabilities.  For more information on the
Fitch Vector Model, see 'Global Rating Criteria for Collateralised
Debt Obligations,' dated Sept. 13, 2004, available on the Fitch
Ratings web site at http://www.fitchratings.com/ As a result of  
this analysis, Fitch has determined that the current ratings
assigned to the class A-1, A-2, B-1, and B-2 notes still reflect
the current risk to noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


CSG SYSTEMS: Posts $16.3 Million Third Quarter Net Income
---------------------------------------------------------
CSG Systems International, Inc. (Nasdaq: CSGS) reported results
for the quarter ended Sept. 30, 2004.

   Third Quarter 2004 Highlights:

   -- GAAP results were as follows:

          * total revenues were $133.1 million;

          * operating income was $21.4 million; and

          * net income per diluted share was $0.32, which includes
            a positive impact of approximately $0.08 per diluted
            share, resulting from foreign currency transaction
            gains and a decrease in CSG's estimated 2004 effective
            income tax rate.

   -- Cash flows from operations for the quarter ended Sept. 30,
      2004 were $24.8 million.

   -- CSG repurchased 846,000 shares under its stock buyback    
      program during quarter.

   -- CSG's Broadband Services Division (BSD) participated in
      planning, testing, trials and rollouts of Voice over IP
      services with all of its clients who are offering the
      service, including Time Warner Cable of New York City, which
      launched its telephony service this quarter.

   -- CSG's Global Software Services Division (GSS) expanded its
      relationships with clients in every region, including the
      implementation of Kenan FX.  In addition, this quarter,
      CTBC, a leading convergent services provider in Brazil,
      selected Kenan FX to standardize all of its billing for
      wireline, wireless, broadband and data.

"We have a very solid client base that is looking for solutions to
grow their businesses while simplifying their operations," said
Neal Hansen, chairman and chief executive officer for CSG Systems
International, Inc.  "We are at the forefront in the launch of new
services like Voice over IP and data services.  As a result of our
continued investment in our solution set, not only are we well
positioned to benefit from our clients' success, but our clients
are well positioned to succeed."

                  Third Quarter 2004 Results
                  
Processing revenues remained relatively consistent for the third
quarter of 2004 at $80.7 million, compared to $79.4 million for
the same period last year and $80.9 million for the second quarter
of 2004.  Software revenues decreased nine percent year-over-year
to $9.6 million, however increased 19 percent from the second
quarter of 2004.  Maintenance revenues were $24.6 million for the
current quarter, an increase of four percent when compared to both
the third quarter of 2003 and the second quarter of 2004.
Professional services generated $18.0 million of revenue in the
quarter, a three percent increase when compared to the same period
last year and a six percent increase when compared to the second
quarter of 2004.

Net income presented under generally accepted accounting
principles for the third quarter of 2004 was $16.3 million, which
includes a positive impact of approximately $0.08 per diluted
share, resulting from foreign currency transaction gains of $0.02
per diluted share, and $0.06 per diluted share due to a decrease
in CSG's estimated 2004 effective income tax rate. CSG had a GAAP
net loss for the third quarter of 2003 of $(53.8) million, or
$(1.05) per diluted share.  The third quarter 2003 results were
reduced by the $119.6 million charge for the Comcast arbitration
ruling and by $3.5 million of restructuring charges, or $1.33 per
diluted share in total.

Total domestic customer accounts processed on CSG's system as of
September 30, 2004 were 44.0 million compared to 43.7 million as
of June 30, 2004.  The annualized revenue per processing unit for
the third quarter of 2004 was $7.36 compared to annualized revenue
per processing unit of $7.42 for the second quarter of 2004.

This quarter, the Broadband Services Division continued its
migration of customers onto its rearchitected customer care and
billing solution, Advanced Convergent Platform.  Currently, over
1.5 million customers are being processed on the solution.

In addition, the company continued its extensive involvement in
the planning, testing, trials and rollout of Voice over IP
services with all of its clients offering the service.  Time
Warner Cable of New York City, the largest cable site in the
nation, launched its telephony service this quarter.

               Global Software Services Division
               
The GSS Division expanded its relationships with clients
representing every region this quarter.  The company continued to
see strength in its Asia Pacific region with expanded contracts
with Bharti Airtel, an Indian wireless and wireline provider, and
KDB, a Korean multi-channel satellite provider.

In addition, CTBC, a leading convergent services provider in
Brazil selected Kenan FX as its platform to standardize all of its
services, including wireline, wireless, broadband and data.

                       Financial Condition
                       
As of Sept. 30, 2004, CSG had cash and short-term investments of
$138.9 million, compared to $131.2 million as of June 30, 2004 and
$105.4 million as of December 31, 2003.  Billed net accounts
receivable were $123.3 million as of September 30, 2004, compared
to $123.7 million as of June 30, 2004 and $130.7 million as of
Dec. 31, 2003.

Cash flows from operations for the quarter ended Sept. 30, 2004
were $24.8 million, in line with expectations.  This compares to
$40.2 million for the second quarter of 2004 and $39.4 million for
the third quarter of 2003.  The second quarter of 2004 and third
quarter of 2003 cash flows from operations were significantly
higher than CSG's normal quarterly expectations, resulting
primarily from the sale of certain pre-bankruptcy Adelphia
accounts receivable to a third party during the second quarter of
2004, and higher than normal cash collections of accounts
receivable in each of the quarters, primarily within the GSS
Division.

                    Stock Repurchase Program
                    
During the third quarter of 2004, CSG repurchased 846,000 shares
of its common stock at a total purchase price of approximately
$12.9 million (a weighted-average price of $15.25 per share.)
Including these shares, the total shares repurchased under CSG's
stock repurchase program since its inception in August 1999
totaled 9.3 million shares, at a total repurchase price of
$252.6 million (a weighted-average price of $27.10 per share.)  At
September 30, 2004, the total remaining number of shares
authorized for repurchase under the program totaled 5.7 million
shares.

         Dilution Calculation for Convertible Debt Securities

It is expected that EITF Issue No. 04-8, "The Effect of
Contingently Convertible Debt on Diluted Earnings per Share" will
become effective during the fourth quarter of 2004, with
retroactive application required upon adoption.  The EITF's
consensus states that shares to be potentially issued under
contingently convertible debt instruments should be included in
diluted earnings per share (if dilutive) regardless of whether any
of the contingent conversion features have been met, which differs
from the current treatment of such debt instruments under GAAP. At
this time, CSG expects to make an irrevocable election to settle
the $230 million principal portion of its Convertible Debt
Securities in cash which would then require CSG to calculate
dilution for its Convertible Debt Securities using the "treasury
stock" method in periods in which CSG's average stock price
exceeds the current effective conversion price of $26.77 per
share.  Under the treasury stock method, CSG would have no
reduction in its previously reported earnings per diluted share in
the second and third quarters of 2004, as CSG's average stock
price did not exceed the effective conversion price of $26.77 per
share during these periods.  In addition, going forward, the
Convertible Debt Securities would impact CSG's diluted earnings
per share calculation only in those periods in which CSG's average
stock price exceeds the current effective conversion price of
$26.77 per share.

If CSG does not make an irrevocable election to settle the
principal portion of its Convertible Debt Securities in cash prior
to the adoption of EITF 04-8, CSG will be required to calculate
dilution for its Convertible Debt Securities using the "if-
converted" method, with retroactive application back to the June
2004 issuance date of the Convertible Debt Securities. Under the
if-converted method, CSG would restate its previously reported
diluted earnings per share for the third quarter of 2004 from
$0.32 to $0.30, or approximately 6% of additional dilution. The
impact to the second quarter of 2004 is not significant, and as a
result, no restatement of diluted earnings per share would be
required for this period. In addition, going forward, the if-
converted method would be expected to decrease CSG's diluted
earnings per share by approximately 7-8% over current
expectations.

         Fourth Quarter and Full Year 2004 Financial Guidance

"For the fourth quarter, we are expecting revenues of between $127
million and $134 million and earnings per diluted share of between
21 and 27 cents," Peter Kalan, chief financial officer, said.  "We
are narrowing our guidance range for full-year 2004.  With our
previous nine months' performance and the fourth quarter guidance
above, we now expect revenues to be between $520 million and
$527 million and GAAP earnings per diluted share of 89 and 94
cents for 2004. This includes a new estimated full year 2004
effective income tax rate of 32 percent."

"In addition, there are over $56 million of non-cash items
included in our full-year earnings per share guidance, or
approximately 75 cents per diluted share," Kalan said.  "These
non-cash items include amortization of approximately $27 million,
depreciation expense of approximately $14 million, and stock-based
employee compensation expense of approximately $15 million.  Our
guidance does not include any restructuring charges that may be
incurred beyond the third quarter of 2004 as we are not able to
estimate them today."

                 About CSG Systems International

Headquartered in Englewood, Colorado, CSG Systems International
(Nasdaq: CSGS) is a leader in next-generation billing and customer
care solutions for the cable television, direct broadcast
satellite, advanced IP services, next generation mobile, and fixed
wireline markets.  CSG's unique combination of proven and future-
ready solutions, delivered in both outsourced and licensed
formats, empowers its clients to deliver unparalleled customer
service, improve operational efficiencies and rapidly bring new
revenue-generating products to market. CSG is an S&P Midcap 400
company.  For more information, visit CSG's Web site at
http://www.csgsystems.com/

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 16, 2004,
Moody's Investors Service withdrew its low-B ratings on CSG
Systems' bank loans after those facilities were paid using the
proceeds from an issue of $230 million 2.5% convertible senior
notes due 2024.  The company's Sept. 30, 2004, balance sheet shows
$684,768,000 in assets and $394,388,000 in liabilities.


DELTA FUNDING: Fitch Junks Four Classes & Puts B- Ratings on Two
----------------------------------------------------------------
Fitch Ratings has taken rating action on the following Delta
Funding Corporation issues:

   * Series 1997-2

     -- Classes A-5, A-6, A-7 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 rated is downgraded to 'BBB+ from 'A+', and is
        removed from Rating Watch Negative;
     -- Class B-3 downgraded to 'C' from 'CCC'.

   * Series 1997-3 Group F

     -- Class M-1F affirmed at 'AAA';
     -- Class M-2F affirmed at 'A+';
     -- Class B-1F is downgraded to 'CC' from 'CCC'.

   * Series 1997-3 Group A

     -- Class B-1A remains at 'CCC'.

   * Series 1999-2

     -- Classes A-6F, A-7F, A-1A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B downgraded to 'CCC' from 'B'.

   * Series 1999-3

     -- Classes A-1F, A-2F, A-1A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B downgraded to 'CCC' from 'B'.

   * Series 2000-1

     -- Classes A-5F, A-6F, A-1A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B downgraded to 'B-' from 'BB-'.

   * Series 2000-3

     -- Classes A-5F, A-6F and A-1A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B downgraded to 'B-' from 'BB-'.

The affirmations (representing approximately $282 million in
outstanding principal) reflect credit enhancement consistent with
future losses.

In addition, the affirmations on the senior certificates in series
2000-1 and 2000-3 reflect a certificate insurance policy provided
by Financial Security Assurance Inc. -- FSA, whose insurer
financial strength is rated 'AAA' by Fitch.  The affirmation on
the senior class of series 1999-3 reflects the bond insurance
policy provided by MBIA Insurance Corporation, whose claims-paying
ability is rated 'AAA' by Fitch.

The negative rating actions (representing approximately
$56.2 million in outstanding principal) have been taken due to
higher losses than expected.

As of September 2004, series 1997-2 has an 8.18% pool factor, with
32.52% of the pool in over 60 days delinquency status.  The
overcollateralization -- OC -- for the pool is 0.18% versus a
target of 6.11%.

As of September 2004, series 1997-3 F has an 11.18% pool factor,
with 28.33% of the pool in 60 days and over delinquency status.
The OC for the pool is 1.86% versus a target of 8.95%.

As of September 2004, series 1997-3 A has a 4.82% pool factor. The
OC for the pool is 19.06%.

As of September 2004, series 1999-2 has a 17.11% pool factor, with
29.70% of the pool in 60 days and over delinquency status.  The OC
for the pool is 1.78% versus a target of 6.72%.

As of September 2004, series 1999-3 has an 18.74% pool factor,
with 31.54% of the pool in 60 days and over delinquency status.
The OC for the pool is 2.25% versus a target of 7.58%.

As of September 2004, series 2000-1 has a 21.45% pool factor, with
32.83% of the pool in 60 days and over delinquency status.  The OC
for the pool is 3.51% versus a target of 3.72%.

As of September 2004, series 2000-3 has an 19.22% pool factor,
with 38.68% of the pool in 60 days and over delinquency status.
The OC for the pool is 5.32% versus a target of 11.71%.

Fitch will continue to closely monitor these deals.


DEVLIEG BULLARD: Has Until Nov. 30 to Make Lease-Related Decisions
------------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended until November 30, 2004, the period
within which DeVlieg Bullard II, Inc., can elect to assume, assume
and assign, or reject its unexpired nonresidential real property
leases.

Devlieg Bullard reminds the Court that it entered an order on
Sept. 9, 2004, approving the sale of substantially all of its
assets at two of its three divisions.  The buyer did not seek an
order from the Court to have the Debtor assume and assign to it
any interests in any real property leases.  

The Debtor relates it is a lessee to five remaining nonresidential
real property leases related to the assets that were purchased:

        Location                        Landlord
        --------                        --------
  10100 Forest Hills Road            Ballard & Olson
  Rockford, Illinois 61115           Don E. Ballard
                                     1670 North Alpine Road
                                     Rockford, Illinois 61107

  1900 Case Parkway S.               Oak Leaf II Co.
  Twinsburg, Ohio 44087              10020 Aurora Hudson Road
                                     Streetsboro, Ohio 44241-1621
    
  1479 Broadway                      CD Investors
  Hanover, Pennsylvania 17331        211 Carlisle Street
                                     Hanover, Pennsylvania 17331
    
  126 North Main Street              Corporate Property Associate
  Frankenmuth, Michigan 48734        General Post, P.O. Box 26180
                                     New York, New York 10087-6180
   
  Microbore Tooling Systems          CD Atkinson Engineering
  Whitacre Road, Industrial Estate   Company, Ltd.
  Nuneaton, United Kingdom

The Debtor explains that the extension will give it more time to
evaluate and dispose of its interests in each of the five
remaining leases.  It adds that the extension will enhance the
administration of its assets and the efficient wind-down of its
business affairs as part of its restructuring process.

The Debtor assures Judge Walrath that it continues to meet its
postpetition obligations to the five landlords.  The Debtor adds
that the extension will preclude the landlords from moving to
compel the Debtor to assume or reject their leases on a more
expedited basis if applicable legal standards are met.

Headquartered in Machesney Park, Illinois, DeVlieg Bullard II,
Inc. -- http://www.devliegbullard.com/-- provides a comprehensive  
portfolio of proprietary machine tools, aftermarket replacement
parts, field service and premium workholding products.  The
Company filed for chapter 11 protection on July 21, 2004 (Bankr.
D. Del. Case No. 04-12097).  James E. Huggett, Esq., at Flaster
Greenberg, represents the Company in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated debts and assets of over $10 million.


DIGITALNET HOLDINGS: BAE Systems Completes $600 Mil. Acquisition
----------------------------------------------------------------
BAE Systems North America completed the acquisition of DigitalNet
Holdings Inc. (DNET:Nasdaq), for $30.25 per share or approximately
$600 million in cash with the assumption of DigitalNet's debt of
$93.25 million.

DigitalNet, a leading provider of managed network services and
information assurance solutions to the federal government, expands
BAE Systems' capabilities in managed information technology and
information assurance.

DigitalNet, which reported sales of $178 million for the six
months ending June 30, becomes part of BAE Systems Information
Technology, a new business unit designed to address evolving U.S.
national security priorities for enhanced network centric
infrastructure and information sharing among the intelligence,
homeland security, and military communities.  BAE Systems
Information Technology also includes the company's Enterprise
Systems organization, creating one the largest federal sector
information technology providers.

"Our intelligence and national security customers continue to ask
for larger-scale systems that facilitate information-sharing,"
said Mark Ronald, president and CEO of BAE Systems North America.
"Creating this new business will permit the company to pursue many
of these efforts to meet critical federal IT requirements."

"The acquisition of DigitalNet is consistent with BAE Systems'
strategy of acquiring profitable, growing businesses with strong,
differentiated technologies that complement BAE Systems' already
broad range of capabilities and bolster our ability to provide
integrated systems and transformational solutions for our
customers.  I warmly welcome them to the team!" Mr. Ronald added.

Headquartered in McLean, Virginia, BAE Systems Information
Technology will be led by Bill Shernit, currently president of
Enterprise Systems, and will employ more than 4,000 people at
sites throughout the U.S.

BAE Systems North America is a leading electronics, information
systems and technology services company, and one of the largest
providers of systems and services for the U.S. Department of
Defense.  BAE Systems North America currently employs
approximately 30,000 people across 30 states, generating sales of
more than $5 billion.  The company designs, develops, manufactures
and supports a wide range of advanced aerospace products,
electronic systems and information technology for the U.S.
Government and commercial customers.

                        About BAE Systems
                        
BAE Systems is an international company engaged in the
development, delivery, and support of advanced defense and
aerospace systems in the air, on land, at sea, and in space. The
company designs, manufactures, and supports military aircraft,
surface ships, submarines, radar, avionics, communications,
electronics, and guided weapon systems. It is a pioneer in
technology with a heritage stretching back hundreds of years and
is at the forefront of innovation, working to develop the next
generation of intelligent defense systems. BAE Systems has major
operations across five continents and customers in some 130
countries. The company employs more than 90,000 people and
generates annual sales of approximately $20 billion through its
wholly owned and joint-venture operations.

                  About DigitalNet Holdings, Inc.
               
DigitalNet Holdings, Inc. -- http://www.digitalnet.com/-- builds,  
integrates and manages enterprise network computing solutions that
provide government organizations with sustainable strategic
business advantages. With more than 30 years of experience,
DigitalNet Holdings, Inc. provides Managed Network Services,
Information Security Solutions and Application Development
Services and Solutions for the U.S. Department of Defense, U.S.
Government civilian agencies and the intelligence community.  We
are focused on adding value to our clients by increasing network
reliability, reducing overall network costs, and rapidly migrating
mission critical network computing environments to new
technologies.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 16, 2004,
Moody's has placed the ratings of DigitalNet, Inc., on review for
possible upgrade following the announcement on Sept. 11, 2004,
that BAE Systems North America, Inc., a subsidiary of BAE Systems
plc (senior unsecured rating of Baa1 under review for downgrade,
June 4, 2004), has signed a definitive agreement to acquire
DigitalNet Holdings, Inc., for approximately $600 million,
including the assumption of debt.

Moody's has placed these ratings on review for possible upgrade:

   * $81.3 million Senior Unsecured Notes due 2010, rated B2;
   * Senior Implied, rated B1;
   * Senior Unsecured Issuer, rated B2.


ENRON: Bankruptcy Court Directs Calif. AG to Dismiss His Lawsuit
----------------------------------------------------------------
On June 17, 2004, the State of California, through its Attorney
General Bill Lockyer, filed a lawsuit against Enron Corp., Enron
Energy Services, Inc., Enron Energy Services Operations, Inc.,
Enron Energy Services, LLC, Enron North America Corp. and Enron
Power Marketing, Inc., in the Superior Court of the State of
California for the County of Alameda.

Mr. Lockyer alleges that the Enron Plaintiffs violated
California's unfair competition and commodities laws by engaging
in prepetition fraudulent and manipulative trading practices
during the years 1998-2001 in the California wholesale
electricity markets administered by the California Power Exchange
and the California Independent System Operator.

Mr. Lockyer contends that the State is entitled to a judgment
against the Enron Plaintiffs in the California Litigation for
damages, restitution, disgorgement, civil penalties, costs and
injunctive relief.

The Enron Plaintiffs now seek declaratory, preliminary and
permanent injunctive relief.  The Debtors ask Judge Gonzalez for
a judgment declaring that the California Litigation violates the
automatic stay of Section 362(a) of the Bankruptcy Code and,
consequently, is void ab initio.  The Debtors ask the Court to
stay, restrain and enjoin the commencement or continuation of the
California Litigation.

According to Edward A. Smith, Esq., at Cadwalader, Wickersham &
Taft, LLP, in New York, Mr. Lockyer's commencement of the
California Litigation violates the automatic stay, is completely
redundant of the proofs of claim already filed by Mr. Lockyer in
the Debtors' Chapter 11 cases, and is redundant of pending FERC
proceedings to which Mr. Lockyer and the Enron Plaintiffs are
parties.

                         *     *     *

In his Memorandum Decision, Judge Gonzalez notes that the
Attorney General seeks relief provided for under the California
consumer protection laws, including civil penalties, injunctive
relief, restitution, disgorgement, and money damages.  The
Attorney General filed the California Litigation pursuant to his
authority under the police and regulatory power to allegedly
protect the health, safety, and welfare of California's citizens
under the consumer protection laws of California, specifically,
California's Unfair Competition Law and Commodity Law.  The
California Supreme Court has recognized that a consumer
protection action brought by the state "seeking injunctive relief
and civil penalties is fundamentally a law enforcement action
designed to protect the public and not to benefit private
parties."  In People v. Pacific Land Research Co., 20 Cal.3d 10,
17 (Cal. 1977), the California Supreme Court further explained
the purposes of consumer protection actions:

    "[t]he purpose of injunctive relief is to prevent continued
    violations of law and to prevent violators from dissipating
    funds illegally obtained. Civil penalties . . . are designed
    to penalize a defendant for past illegal conduct.  The
    request for restitution . . . is only ancillary to the
    primary remedies sought for the benefit of the public."

In Pacific Land Research, the California Supreme Court further
stated that restitution, while often the primary purpose of a
private class action, is not the primary object of a consumer
protection action.  As explained by the California Supreme Court,
the consumer protection laws in California have multiple
purposes, the primary purpose designed to protect the public
safety.

The Court finds that the California Litigation, brought pursuant
to the consumer protection laws of California, should be analyzed
as a dual purpose law.

1. The Pecuniary Interest Test: The primary purpose of the
    consumer protection laws that the Attorney General seeks to
    enforce is to seek monetary relief and not to protect the
    public safety.

    The Court finds that the injunctive relief sought by the
    Attorney General under the circumstances presented is a
    meaningless request.  The record of the Enron bankruptcy and
    the FERC's actions make it practically impossible for Enron to
    resume trading and therefore, the need for an injunction to
    prevent Enron's participation in the California markets has
    been eviscerated.

    Judge Gonzalez notes that the request for injunctive relief,
    under the circumstances presented, is an attempt to portray
    the California Complaint as a police and regulatory action
    when it is in fact solely brought in furtherance of the State
    of California's pecuniary interest.

    When the primary purpose of a government lawsuit is to seek
    money damages or other monetary relief for past conduct, and
    not to prevent future conduct that could harm the public
    health or safety, the courts hold that the police power
    exception to the automatic stay does not apply.

    Enron, as a trading entity, no longer exists and therefore,
    any concern over the possibility for the Enron Plaintiffs to
    violate the laws of California in the future is not a
    realistic concern.

    Moreover, the proceedings and investigation before the FERC
    serve as deterrence to potential wrongdoers, including to
    those who may enter the energy markets in California.  The
    Court finds that the California Litigation would not serve any
    additional deterrence beyond that which is served by the FERC
    proceedings.  The public interest concerns are already being
    addressed by, among other governmental actions, the FERC and
    the United States Attorney's Office for the Northern District
    of California.

    The economic interests of the State of California, which are
    not subject to the Section 362(b)(4) exception from the
    automatic stay, have been asserted in the bankruptcy
    proceedings.

    Therefore, the Court finds that the California Litigation was
    brought primarily to protect the State of California's
    pecuniary interest and not primarily to protect the public
    safety or health of the citizens of California.  The Court's
    decision has no impact on any refund or other claims alleged
    in the California Complaint; those issues will ultimately be
    adjudicated, either (1) in the Bankruptcy Court in the claims
    adjudication process, or (2) in another forum if an
    application to lift the Section 362(a) automatic stay were to
    be granted.

2. The Public versus Private Rights Test: The California
    Litigation is an exercise in forum shopping and the
    adjudication of private rights.

    The Court finds that in bringing the California Litigation,
    the Attorney General has sought to adjudicate the rights of a
    private litigant.  The California Litigation is an action for
    monetary relief where the Attorney General is seeking to
    liquidate its claims against the Debtors outside the
    Bankruptcy Court without having to seek relief from the
    Section 362(a) automatic stay.  Because restitution is the
    primary aim of the California Litigation, the Attorney General
    is merely acting as a creditor or an entity in a private class
    action.

    The Court finds that the California Litigation was brought to
    protect the State of California's "private" rights, and
    therefore, is not excepted under Section 362(b)(4) from the
    Section 362(a) automatic stay.  The act of bringing the
    California Litigation was nothing more than seeking to
    adjudicate the State of California's pecuniary interest in the
    forum of its choice without the burden of establishing cause
    to do so under Section 362(a).

Judge Gonzalez rules that the California Complaint is void ab
initio as it is filed in violation of Section 362(a) and is not
excepted from the automatic stay by Section 362(b)(4).
Therefore, the Court directs the Attorney General to take all
actions necessary to dismiss the action pending in the United
States District Court for the Northern District of California
without further delay.

However, the Court does not find the Debtors' request for a
permanent injunction warranted at this time.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.  The Company filed for chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.
01-16033).  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts. (Enron Bankruptcy News, Issue No. 127;
Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON CORP: Wants Court Nod on Bridgeline Sale Bidding Procedures
-----------------------------------------------------------------
As reported in the Troubled Company Reporter yesterday, Debtors
Enron North America Corp., Louisiana Resources Company,
LRCI, Inc., Louisiana Gas Marketing Company, and LGMI, Inc., asked
the U.S. Bankruptcy Court for the Southern District of New York to
approve the sale of their Bridgeline Interests to Targa
Bridgeline, LLC, subject to higher and better offers, pursuant to
a Purchase and Sale Agreement.

Targa Bridgeline is a limited liability company.  Targa
Bridgeline's parent Targa Resources, Inc., is a Delaware
corporation.

Debtors Enron North America Corp., Louisiana
Resources Company, LRCI, Inc., Louisiana Gas Marketing Company,
and LGMI, Inc., ask the Court to:

    (a) schedule an Auction on November 30, 2004, at which the
        Debtors will solicit bids for their interests in
        Bridgeline Holdings, LP, and Bridgeline LLC;

    (b) approve their proposed Bidding Procedures; and

    (c) schedule a hearing on December 2, 2004, at 10:00 a.m.
        Eastern Time, to approve the sale of the Bridgeline
        Interests to the winning bidder at the Auction.

                  The Proposed Bidding Procedures

To maximize the value of the Bridgeline Interests, the Debtors
seek to implement a competitive bidding process.

A. Auction

    The Auction will be held at the offices of LeBoeuf, Lamb,
    Greene & MacRae, LLP, at 125 West 55th Street in New York.

    The Auction may be adjourned as the Debtors, upon consultation
    with the Official Committee of Unsecured Creditors, deem
    appropriate.  Reasonable notice of the adjournment and the
    time and place for the resumption of the Auction will be given
    to Targa Bridgeline, LLC, all entities submitting a competing
    bid, and the Official Committee of Unsecured Creditors.

B. Bidder Qualification

    Any entity that wishes to make a bid for the Bridgeline
    Interests must provide the Debtors with sufficient and
    adequate information to demonstrate that it has the financial
    wherewithal and ability to consummate the transactions
    contemplated in the purchase agreement submitted with the
    Competing Bid.  Targa is a Qualified Bidder.

C. Bid Requirements

    The Debtors will entertain bids that are on substantially
    the same terms and conditions as those terms set forth
    in the Sale and Purchase Agreement with Targa.

    Each Competing Bid must be accompanied by a cash deposit at
    least equal to $10,000,000.  Prior to the Bid Deadline, the
    Deposit is to be made by: (i) wire transfer to the account of
    an escrow agent; or (ii) by bank or cashier's check.  If a
    bidder, other than Targa, is the winning bidder at the
    Auction, then immediately upon execution of a purchase
    agreement by the Debtors and that bidder, the Winning Bidder
    will direct the transfer of its Deposit into an escrow account
    as required by the purchase agreement.

    Competing Bids must be:

       * in writing;

       * signed by an individual authorized to bind the
         prospective purchaser; and

       * received no later than 5:00 p.m. Eastern Time
         on November 17, 2004 by:

         (a) Enron North America Corp.
             1221 Lamar, Suite 1600
             Houston, Texas 77010
             Attention: Greg Sharp
             E-mail: greg.sharp@enron.com
             Facsimile: (713) 646-3702

         (b) LeBoeuf, Lamb, Greene & MacRae LLP
             125 West 55th Street
             New York, NY 10019
             Attention: Herbert K. Ryder
             E-mail: hryder@llgm.com
             Facsimile: (212) 424-8500

         (c) The Blackstone Group LP
             345 Park Avenue
             New York, New York 10154
             Attention: Rich Shinder
             E-mail: shinder@blackstone.com
             Facsimile: (212) 583-5707

             and

         (d) Milbank, Tweed, Hadley & McCloy LLP
             1 Chase Manhattan Plaza
             New York, New York 10005-1413
             Attention: Luc A. Despins
             E-mail: ldespins@milbank.com
             Facsimile: 212-530-5219

    Any Competing Bid must be presented under a contract
    substantially similar to the Targa Purchase Agreement, marked
    to show any modifications made; must not be subject to due
    diligence review, any financing contingency, board approval,
    or the receipt of any consents not otherwise required by the
    Purchase Agreement; and must not contain any request for a
    break-up or termination fee.

    The initial overbid must be in a cash amount that is at least
    $4,000,000 greater than the Purchase Price.

    The Debtors, after the Bid Deadline and prior to the
    Auction, will:

       * evaluate all Competing Bids received;

       * invite all Qualified Bidders to participate in the
         Auction; and

       * determine which Competing Bid reflects the highest or
         best offer for the Bridgeline Interests.

    The Debtors may reject any Competing Bid that is not in
    conformity with the requirements of the Bankruptcy
    Code, the Bankruptcy Rules, the Local Rules of the
    Court, or that is contrary to the best interests of the
    Debtors, their estates or their creditors.

    Subsequent bids at the Auction, including those of Targa, must
    be in increments of at least 1% more than the highest prior
    bid.

D. Due Diligence, Consent and Questions Prior to Submitting Bids

    In order to conduct due diligence regarding the Bridgeline
    Interests, contact Greg Sharp for the due diligence
    procedures.  Before a party will be allowed to conduct
    due diligence, if not previously executed, it must
    execute a Confidentiality Agreement.

E. Irrevocability of Certain Bids

    The bid of the Winning Bidder will remain open and irrevocable
    in accordance with the terms of the purchase agreement
    executed by the Winning Bidder.  The bid of the bidder that
    submits the next highest or best bid -- the Backup Bidder --
    will remain open and irrevocable until the earlier to
    occur of:

       * the consummation of a sale of the Bridgeline Interests;
         and

       * 90 days after the last date of the Auction,

    provided, that if Targa is either the Winning Bidder or the
    Back-up Bidder, then Targa's highest or best bid will remain
    irrevocable in accordance with the terms of the Purchase
    Agreement.  If Targa is neither the Winning Bidder nor the
    Back-up Bidder, then the highest or best bid submitted by
    Targa will, in addition to the bids of the Winning Bidder and
    the Back-up Bidder, remain irrevocable in accordance with the
    terms of the Purchase Agreement.

F. Retention of Deposits

    The Deposit of the Winning Bidder will be retained by the
    Debtors in accordance with the terms of the purchase agreement
    executed by the Winning Bidder.  The Deposit of the Back-up
    Bidder will be held until the earlier to occur of:

       * consummation of a sale of the Bridgeline Interests; and

       * 90 days after the last date of the Auction;

    provided, that if Targa is either the Winning Bidder or the
    Back-up Bidder, then its Deposit will be retained by Debtors
    in accordance with the terms of the Purchase Agreement.  If
    Targa is neither the Winning Bidder nor the Back-up Bidder,
    then, in addition to the retention of the Deposits of the
    Winning Bidder and the Back-up Bidder, Targa's Deposit will be
    retained by the Debtors in accordance with the terms of the
    Purchase Agreement.

G. Failure to Close

    In the event a bidder is the Winning Bidder, and that Winning
    Bidder fails to consummate the proposed transaction by the
    Closing Date, the Debtors will:

       * retain the Deposit of the bidder;

       * maintain the right to pursue all available remedies,
         whether legal or equitable, available to it subject to
         the terms of the purchase agreement executed by that
         winning bidder; and

       * be free to consummate the proposed transaction with the
         next highest or best bidder at the highest price bid by
         the bidder at the Auction without the need for an
         additional hearing or Court order.

H. Non-Conforming Bids

    The Debtors will have the right to entertain bids that do not
    conform to one or more of the requirements provided in the
    proposed Bidding Procedures.

The Debtors believe that the proposed minimum overbid amount is
fair and reasonable.  The proposed Bidding Procedures will also
foster competitive bidding for the Bridgeline Interests.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.  The Company filed for chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.
01-16033).  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts. (Enron Bankruptcy News, Issue No. 128;
Bankruptcy Creditors' Service, Inc., 15/945-7000)


FAMILY HEALTH: State Law Non-Compliance Spurs Fitch's D Rating
--------------------------------------------------------------
Fitch Ratings has downgraded its 'Bq' quantitative insurer
financial strength rating on Family Health Care Plus to 'D'.

Family Health Care Plus has recently been placed into
rehabilitation due to its failure to comply with Mississippi's
state law requiring HMO's to maintain a minimum of $1,000,000 in
net worth.  According to recently filed financial statements,
Family Health Care Plus had a net worth of approximately $186,146.

Fitch's quantitative insurer financial strength ratings (Q-IFS
ratings) are generated solely based on quantitative analysis of
publicly available financial statement data filed by the HMO on a
quarterly basis with its state regulator.  Although the model's
general assumptions are reviewed by Fitch's rating committee, the
Q-IFS ratings generated by the model on individual HMOs are not
reviewed by the rating committee.

For more information on Fitch's Q-IFS ratings, visit the Fitch web
site http://www.fitchratings.com/ A special report titled 'HMO  
Quantitative Insurer Financial Strength Ratings' can be found in
the Criteria Reports section on the Sector marked 'Insurance'.

   Family Healthcare Plus (MS)/ 95459

   -- Downgrade / 'Bq' / 'D'


FLYI INC: Moody's Junks $125M Senior Unsecured Convertible Notes
----------------------------------------------------------------
Moody's Investors Service downgraded:

   * the Senior Implied rating of Atlantic Coast Airlines to Caa2
     from B3,

   * the rating for the $125 million senior unsecured convertible
     notes issued by Atlantic Coast's parent holding company,
     FLYi, Inc., to C from Caa3, and

   * the ratings assigned to the company's Enhanced Equipment
     Trust Certificates -- EETC -- were also downgraded.

The ratings action concludes a review initiated on
August 27, 2004.  The outlook is Negative.

The downgrade of the company's senior implied rating to Caa2
reflects:

   (1) increased risk to debt holders due to lower than expected
       cash flow generation and consequently a faster than
       anticipated deterioration in liquidity during the company's
       transition to a full service carrier,

   (2) increased financial leverage, and

   (3) the potential for additional stress in the event of a
       bankruptcy filing by Delta Air Lines, Inc.

Factors contributing to the decrease in expected cash flow
include:

   (a) weaker yields and lower than expected load factors in the
       company's primary markets,

   (b) substantially higher than expected fuel costs, and

   (c) the earlier than expected termination of the company's fee
       for service contract with Delta Air Lines, Inc.

The ratings also reflect expectations for increased lease adjusted
debt as the company begins to take delivery of new A319 aircraft.  
The ratings acknowledge the company's substantial cash balance and
the revenue generation potential of the company's expanded network
as regional aircraft complete the transition to Independence Air
livery and the new A319's are delivered.  

The Negative outlook reflects the extremely difficult financial
and competitive environment in which the company is initiating
full service operations.

FLYi Inc. and its primary operating subsidiary, Atlantic Coast
Airlines doing business as Independence Air is in the process of
transitioning from a fee for service carrier to an independent
regional airline with its primary hub at Dulles International
Airport in Northern Virginia.  The transition will eliminate
FLYi's dependence on troubled mainline carriers such as United and
Delta, which have historically been the primary source of revenue
under the company's fee for service contracts.  However, it has
also brought new challenges as the company seeks to establish its
brand, grow its route network and manage costs, particularly fuel
costs, in a difficult operating environment.

Despite a successful initiation of service under the Independence
Air livery, Moody's believes that FLYi's earnings and cash flow
performance may fall short of original expectations due to several
factors.  The passenger airline industry in general is currently
struggling with low yields and high fuel prices.  Promotional
activities to gain customer acceptance and capacity additions by
the company and by others have driven yields on the company's
primary routes to low levels even in comparison to the overall
domestic US market.  In addition, capacity additions by FLYi and
its competitors have exceeded stimulation of demand. As a result
FLYi is experiencing load factors of approximately 45% in the
company's Independence Air operations.  Compounding the top line
weakness, FLYi's cost structure has been burdened with start-up
costs of the new Independence Air brand as well as persistently
elevated fuel prices.  The combined effect is expected to
adversely impact margins and result in greater cash utilization,
particularly during the seasonally weaker winter months for the
airline industry.

Cash flow is also under pressure.  The company's contract with
United Airlines has concluded and the contract with Delta Air
Lines will end on November 1st, earlier than originally expected.
Moody's estimates that the company's Independence Air operations
are cash flow negative.  Cash will continue to be used to finance
new Airbus A319 deliveries and to start up new stations planned
for Airbus service.  In addition, the company is also contingently
liable for lease payments for 30 of the 33 F328 aircraft that the
company used for is contract with Delta and plans to assign to
Delta.  Under existing contract terms, these aircraft will be
delivered to Delta upon cessation of the fee for service
arrangement.  Although Delta will have primary responsibility for
lease payments for these aircraft, should Delta default on its
obligations, Atlantic Coast Airlines remains liable for any
payment shortfall.

The ratings acknowledge the company's liquidity, which as of June
30, 2004 included cash and short-term investments of $345 million.
Near term debt maturities are very limited although the company
does face aircraft lease payments of approximately $100 million in
early 2005.  The additional aircraft the company has on order, as
part of its transition to a full service carrier (Airbus A319's),
have been financed though leases or are subject to backstop
financing from the supplier.  This will reduce the demand on cash
but will increase the company's lease adjusted debt burden as the
aircraft are delivered.

The company's Class A 1997-1 Enhanced Equipment Trust Certificates
were downgraded two ratings notches as a result of the downgrade
of the company's senior implied rating. All certificate classes
benefit from the lien on the aircraft collateral, with access to
that collateral under the provisions of Section 1110 of the US
Bankruptcy Code and the deferral of default through the use of the
liquidity facilities available to debt holders.  The ratings
assigned to the Class B and Class C certificates were downgraded
three notches to reflect concerns regarding the realizable value
of the aircraft collateral.  The certificates are collateralized
by CRJ-200ER regional jets and J41 turboprop aircraft.  Demand for
and therefore the value of the J41's is particularly problematic.  
Nominally, the current market values of CRJ-200ER aircraft have
seen a recovery, but recent events have caused Moody's to
cautiously view the fundamental demand supply relationship for
smaller regional aircraft.

The C rating of FLYi Inc.'s senior unsecured convertible notes
reflects both their unsecured and structurally subordinate
position in the company's capital structure.

An outlook change or ratings upgrade could be considered if the
company is able to generate sustained positive retained cash flow
as a full service carrier.  Further downgrades of the ratings
assigned to the company's EETC's would be considered in the event
values for CRJ aircraft were to deteriorate from their current
levels.

Ratings affected by the action include:

   -- FLYi, Inc.

      * Senior Unsecured Convertible Notes: to C from Caa3

   -- Atlantic Coast Airlines

      * Senior Implied Rating: to Caa2 from B3
      * Issuer Rating: to C from Caa3

   -- Series 1997 Equipment Trust Certificates:

      * Class A to Ba2 from Baa3
      * Class B to Caa1 from B1
      * Class C to Caa3 from B3

FLYi, Inc., and its primary subsidiary, Atlantic Coast Airlines,
doing business as Independence Air, are headquartered in Dulles,
Virginia.


FRANKLIN CAPITAL: Board Elects Milton Ault III as Chairman & CEO
----------------------------------------------------------------
Franklin Capital Corporation (AMEX:FKL) reported the results of
the Company's Special Meeting of Stockholders held on
October 22, 2004.

At the Special Meeting, the Company's stockholders approved
proposals relating to:

    (1) the election of Louis Glazer, M.D., Ph.G., Herbert
        Langsam, Alice Campbell and Brigadier General (Ret.) Lytle
        Brown III to serve on the Company's Board of Directors;

    (2) the amendment and restatement of the Company's certificate
        of incorporation to increase the authorized number of
        shares of the Company's common stock from 5,000,000 shares        
        to 50,000,000 shares;

    (3) the amendment and restatement of the Company's certificate
        of incorporation to increase the authorized number of
        shares of the Company's preferred stock from 5,000,000
        shares to 10,000,000 shares;

    (4) the amendment and restatement of the Company's certificate
        of incorporation to provide for the exculpation of
        director liability to the fullest extent permitted by law;

    (5) the amendment and restatement of the Company's certificate
        of incorporation to provide for the classification of the
        Board into three classes of directors;

    (6) the sale by the Company to Quince Associates, LP of all of
        the shares of, and warrants to purchase shares of, common
        stock of Excelsior Radio Networks, Inc. beneficially owned
        by the Company; and

    (7) the prospective sale by the Company of up to 5,000,000
        shares of common stock and warrants to purchase up to an
        additional 1,500,000 shares of common stock.

The proposal relating to the prospective sale by the Company of
Common Stock and warrants to purchase Common Stock to certain
"interested stockholders" under Delaware law was not approved by
the requisite stockholder vote.

                   Senior Management Changes
                   
Following the Special Meeting, Stephen L. Brown resigned from his
positions as the Company's Chairman and Chief Executive Officer in
accordance with the terms of the Termination Agreement and Release
previously entered into by the Company and Mr. Brown. Likewise,
Hiram M. Lazar resigned from his positions as the Company's Chief
Financial Officer and Secretary. In order to fill the vacancies
created by these resignations, the newly elected Board of
Directors elected Milton "Todd" Ault III to serve as the Company's
Chairman and Chief Executive Officer and Lynne Silverstein to
serve as the Company's President and Secretary.

"This is the beginning of a new era for Franklin Capital
Corporation and its stockholders," said Milton "Todd" Ault III.
Mr. Ault went on to add: "As referenced in the Company's recent
public filings, the vision of the Company's new leadership lies in
maximizing stockholder value by guiding the Company through a
restructuring and recapitalization plan involving, among other
things, a shift in the Company's investment focus from the radio
and telecommunications industries to the medical products/health
care solutions and financial services industries. In the coming
weeks and months, we plan to execute on this plan by raising
additional capital for the Company, investigating potential new
investments in our identified target industries. As previously
announced, we also intend to relocate the Company's headquarters
to Santa Monica, California."

               About Franklin Capital Corporation
  
Franklin Capital Corporation is a subsidiary of Franklin Resources
Inc., formed to expand Franklin Resources automotive and consumer
lending activities related primarily to the purchase,
securitization and servicing of retail installment sales contracts
originated by retailers and automobile dealerships.

Franklin Capital Corporation originates and services direct and
indirect loans for itself and its sister company Franklin
Templeton Bank and Trust, F.S.B. Eight different loan programs are
offered, allowing Franklin Capital Corporation to serve the needs
of prime, non-prime and sub-prime customers throughout the United
States.

                          *     *     *

As reported in the Troubled Company Reporter on August 24, 2004,
Franklin Capital Corporation's former independent accountants,
Ernst & Young LLP, indicated in its reports dated March 5, 2004
and March 7, 2003 on Franklin's financial statements, substantial
doubt about the company's ability to continue as a going concern.


GENERAL MILLS: Steve Odland Replaces Robert Johnson as Director
---------------------------------------------------------------
General Mills reported the election of Steve Odland to its board
of directors.  Mr. Odland is Chairman, President and Chief
Executive Officer of AutoZone, Inc. (NYSE:AZO), a national
retailer of parts and accessories for automobiles and light
trucks.  He also is the Chairman of the Corporate Governance Task
Force of The Business Roundtable in Washington, DC.

Mr. Odland, 46, has been Chairman and CEO of AutoZone since
January 2001.  From 1998 to 2001, he served as Chief Operating
Officer for Ahold USA and as President and Chief Executive Officer
of Tops Markets, a division of Koninklijke Ahold.  Prior to that,
Mr. Odland had 17 years of experience in a variety of senior
management positions with Sara Lee Corporation and The Quaker Oats
Company.

Also, Robert L. Johnson, Founder and Chief Executive Officer of
Black Entertainment Television, a subsidiary of Viacom, Inc.,
announced his resignation from General Mills' board of directors.
Mr. Johnson was elected to General Mills' board in June 1999.

"We greatly appreciate the significant contributions Bob has made
to our board over the past five years," said General Mills
Chairman and Chief Executive Officer, Steve Sanger.  "We're
fortunate to have Steve join us with his wealth of experience in
consumer products marketing and retailing, and we look forward to
working with him."

With these two actions, General Mills' board remains at
12 members, two of whom are officers of the company.

General Mills, headquartered in Minneapolis, Minnesota, is a
leading manufacturer of packaged food products.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 3, 2004,
Moody's Investors Service affirmed the Baa2 senior unsecured and
Prime-2 short term ratings for General Mills.  In addition,
Moody's assigned a new prospective (P)Baa3 subordinated rating and
(P)Ba1 preferred stock rating to the company's new $5.9 billion
multi-seniority shelf registration.

The shelf registration statement has not yet been declared
effective.  The rating outlook remains stable.


GEORGIAN MARITIME BANK J.S.C.: Section 304 Petition Summary
-----------------------------------------------------------
Petitioner:  Ketevan Nogaideli
             Liquidator
             National Bank of the Republic of Georgia

Debtor:  Georgian Maritime Bank J.S.C.
         60 Gogebashvili Street
         Batumi 384517
         Republic of Georgia

Case No.: 04-16869

Type of Business: The Company is a foreign commercial bank,
                  charged with money laundering and fraud.  
                  See http://batuminews.com/news/index.php?ID=2110

Section 304 Petition Date:  October 25, 2004

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Petitioner's Counsel: Shalom Jacob, Esq.
                      Roger M. Zaitzeff, Esq.
                      Elise Scherr Frejka, Esq.
                      Marco-Aurelio Casalins III, Esq.
                      Swidler Berlin Shereff Friedman, LLP
                      The Chrysler Building
                      405 Lexington Avenue
                      New York, New York 10174
                      Tel: (212) 891-9265
                      Fax: (212) 891-9598


GOLD KIST: Elects A.D. Frazier as Board's Non-Executive Chairman
----------------------------------------------------------------
Gold Kist Inc. (NASDAQ: GKIS) said A.D. Frazier, Jr. of Mineral
Bluff, Georgia, has been elected to serve as the non-executive
chairman of its board of directors.

Mr. Frazier retired as a director, president and chief operating
officer of Caremark Rx, Inc. in March 2004, where he served for
two years.  During his career, he was also chairman and CEO of the
Chicago Stock Exchange and president and chief executive officer
of INVESCO Inc., a division of Amvescap PLC, with overall
responsibility for all U.S.-based INVESCO institutional business.
He is a past director and a member of the audit committee of R.J.
Reynolds Tobacco Company and a director and a member of the
compensation committee of Apache Corporation, an oil and gas
exploration and development company.

Other members of the Gold Kist Board include:

   -- W. Wayne Woody, retired senior partner of KPMG LLP, who will
      serve as audit committee chairman;

   -- Ray A. Goldberg, George Moffett Professor of Agriculture and
      Business, Emeritus at the Harvard University Graduate School
      of Business, who will serve as chairman of the compensation,
      nominating and governance committee;

   -- John D. Johnson, president and chief executive officer of
      CHS, Inc.;

   -- R. Randolph Devening, retired chairman, president and CEO of
      Foodbrands America, Inc.;

   -- former Gold Kist cooperative board members and poultry
      producers Jeffery A. Henderson, Dan Smalley and Douglas A.
      Reeves; and

   -- John Bekkers, Gold Kist's president and chief executive
      officer.

                       About Gold Kist Inc.
                       
Gold Kist (NASDAQ: GKIS) is the third largest integrated chicken
company in the United States, accounting for more than 9 percent
of chicken produced in the United States in 2003.  Based in
Atlanta, Georgia, Gold Kist operates a fully integrated chicken
production, processing and marketing business.  Gold Kist's
broiler production operations include nine divisions located in
Alabama, Florida, Georgia, North Carolina and South Carolina.  
For more information, see http://www.goldkist.com/

                         *     *     *

As reported in the Troubled Company Reporter on June 11, 2004,
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating and other ratings on poultry cooperative Gold Kist Inc. on
CreditWatch with positive implications.  Positive implications
means that the ratings could be raised or affirmed following
completion of Standard & Poor's review.  About $325 million of
rated debt is affected.


GREAT ATLANTIC: S&P Pares Corporate Credit Rating to B- from B
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
Great Atlantic & Pacific Tea Co. Inc.   The corporate credit
rating was lowered to 'B-' from 'B'.  The outlook is negative.

"The downgrade reflects weak sales, along with continued poor
profitability and cash flow protection," said Standard & Poor's
credit analyst Mary Lou Burde.  "Although the company is expected
to have adequate liquidity to fund its operations through the
current fiscal year, additional resources and improved profits
will likely be needed to fund its longer-term strategies."  A&P
reported that same-store sales fell 1% in the U.S., a downward
trend from the past several quarters.  Although profitability in
the U.S. rose marginally, this was nearly all offset by a decline
in Canada.  Excluding one-time items, EBITDA for the quarter was
$43 million, versus $38 million in the prior year.  The
lease-adjusted operating margin of 4.3% is well below the 7.0%
average for rated supermarkets.

"The rating reflects poor profitability and high debt leverage,
tempered somewhat by important market positions in Canada and the
metropolitan New York area," said Ms. Burde.  Soft consumer
spending and increasing competition from both conventional and
nontraditional food retailers are pressuring gross margins.  
Combined with rising costs, this resulted in significant drops in
operating profit over the past two fiscal years.

A&P operates 630 retail stores conventional supermarkets,
combination food and drug stores, and limited assortment food
stores in 10 U.S. states and Canada under the banners of A&P,
Waldbaum's, Super Foodmart, The Food Emporium, Super Fresh, Farmer
Jack, Save-A-Center, Dominion, Ultra Food & Drug, Food Basics, and
The Barn Markets.  The company also has about 65 franchised stores
in Canada.


GWENADELE INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Gwenadele, Inc.
        dba Days Inn & Suites
        10920 Mead Road
        Baton Rouge, Louisiana 70816

Bankruptcy Case No.: 04-13541

Type of Business:  The Company is Days Inn and Suites franchisee.

Chapter 11 Petition Date: October 22, 2004

Court: Middle District of Louisiana (Baton Rouge)

Judge: Douglas D. Dodd

Debtor's Counsel: Pamela G. Magee, Esq.
                  7922 Wrenwood Boulevard, Suite B
                  Baton Rouge, Louisiana 70809
                  Tel: (225) 925-8770
                  Fax: (225) 924-2469

Estimated Assets: [Not Provided]

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


HILL CITY OIL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hill City Oil Company, Inc.
        1409 Dunn Street
        Houma, Louisiana 70361
        Tel: (985) 851-4000

Bankruptcy Case No.: 04-18007

Type of Business:  The Company sells industrial oil, metalworking
                   fluids, automotive & off-highway lubricants,
                   oilfield products, and service products.
                   See http://www.hillcityoil.com/

Chapter 11 Petition Date: October 25, 2004

Court: Eastern District of Louisiana (New Orleans)

Judge: Thomas M. Brahney III

Debtor's Counsel: W. Christopher Beary, Esq.
                  Orrill, Cordell & Beary, L.L.C.
                  1010 Common Street, Suite 3100
                  New Orleans, Louisiana 70112
                  Tel: (504) 299-8724
                  Fax: (504) 299-8735

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's 20 largest unsecured creditors:

    Entity                      Nature Of Claim     Claim Amount
    ------                      ---------------     ------------
Department of Revenue           Tax                   $3,574,689
State of Louisiana
PO Box 91009
Baton Rouge, Louisiana 70822
Attn: Kerry L. Alley
Tel: (985) 447-0976

Marathon Petroleum Company      Trade Debt            $1,298,371
PO Box 1
Findlay, Ohio 45839
Attn: John Locker
Tel: (770) 448-7674 ext 502

Chevron USA                     Trade Debt              $494,586
575 Market Street
San Francisco, California 94105

Exxon USA                       Trade Debt              $421,322
13501 Katy Freeway
Houston, Texas 77079-1348
Attn: Sandra Womack
Tel: (901) 309-1630

Mississippi State Tax           Tax                     $393,510
Commission
Fuel Tax Division
PO Box 1140
Jackson, Mississippi 39215
Attn: Mike Bartlett
Tel: (601) 923-7317

Motiva/Shell-Texaco             Trade Debt              $369,336
PO Box 80
Tulsa, Oklahoma 74102
Attn: John Haase
Tel: (713) 241-8311 ext 215644

Phillips Petroleum Company      Trade Debt              $178,052

Retif Oil & Fuel                Trade Debt              $115,731

Louisiana Coca-Cola             Trade Debt               $53,267

Hydro-Environmental             Trade Debt               $37,646
Technology, Inc.

First Insurance Funding         Trade Debt               $36,234
Corporation

Caro Produce                    Trade Debt               $31,227

Murphy Oil USA, Inc.            Trade Debt               $25,536

Advantage Maintenance           Trade Debt               $25,286

Petron, Inc.                    Trade Debt               $23,202

Louisiana Lottery Corporation   Trade Debt               $17,837

Ice Service & Supply            Trade Debt               $17,462

Community Coffee                Trade Debt               $16,462

CBE, Inc.                       Trade Debt               $14,450

Hoover Materials Group, Inc.    Trade Debt               $14,384


HORIZON PCS: New Shares Trade Over-the-Counter Under HZPS Symbol
----------------------------------------------------------------
Horizon PCS, Inc. (Pink Sheets:HZPS), a PCS affiliate of Sprint
(NYSE:FON), reported that its newly issued common stock is now
being traded in the over the counter markets under the symbol
"HZPS."  Quotations may be obtained at http://www.pinksheets.com/  

The Company reported that it has distributed 8,909,568 common
shares in settlement of outstanding claims in connection with the
Company's Joint Plan of Reorganization, which was effective
October 1, 2004.  The Company is also authorized to issue an
additional 1,090,432 common shares for disposition of disputed
claims and management incentives.

Third Quarter 2004 Estimates

    --  Net PCS Subscriber Adds:             (6,300)
    --  Ending PCS Subscribers:             184,500
    --  PCS Churn (excluding 30 days):          3.1%

Bill McKell, chairman and CEO of Horizon PCS, said, "While
preliminary results for the third quarter were in line with our
internal expectations, net subscriber growth was lower due to
increased customer deactivations, some of which related to
seasonality in our business.  The impact of lower subscriber
growth and lower than anticipated wholesale usage revenue
adversely affected operating performance.  During the Chapter 11
bankruptcy, we reduced our efforts to obtain new subscribers to
conserve cash.  However, with the reorganization successfully
behind us, we have now refocused our company towards building our
subscriber base and profitably growing the Company."

The Company plans to release its third quarter financial results
the week of November 15, 2004, and announced it will resume
holding regular quarterly analyst conference calls in 2005.

As previously reported, the Company completed its restructuring in
late September and its Joint Plan of Reorganization was approved
by the U.S. Bankruptcy Court for the Southern District of Ohio,
effective October 1, 2004.  As a result, beginning with the
Company's fiscal fourth quarter, its financial statements will
reflect "fresh start" accounting, meaning, generally, that its
financial statements will reflect the cancellation of most of its
pre-bankruptcy debts and its assets and liabilities will be
restated to reflect their value as of that date.

Headquartered in Chillicothe, Ohio, Horizon PCS, Inc., --
http://www.horizonpcs.com/-- is a PCS affiliate of Sprint, with  
the exclusive right to market Sprint wireless mobility
communications network products and services to a total population
of approximately 7.5 million in portions of 11 contiguous states.
Its markets are located between Sprint's Chicago, New York and
Knoxville markets and connect or are adjacent to 12 major Sprint
markets.

The Company filed for chapter 11 protection on August 15, 2003
(Bankr. S.D. Ohio Case No. 02-10429).  Jack R. Pigman, Esq., at
Porter Wright Morris & Arthur LLP and Shalom L. Kohn, Esq., at
Sidley Austin Brown and Wood represent the Debtor in its
restructuring efforts.  At June 30, 2004, Horizon PCS, Inc.'s
balance sheet showed a $579,351,721 stockholders' deficit,
compared to a $596,999,529 deficit at December 31, 2003.

On September 21, 2004, the U.S. Bankruptcy Court for the Southern
District of Ohio confirmed Horizon PCS's Joint Plan of
Reorganization.  The Plan, originally filed with the
Court on August 12, 2004, became effective October 1, 2004.


IMC GLOBAL: S&P Raises Corporate Credit Rating to BB After Merger
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
fertilizer producer IMC Global Inc. and removed all ratings from
CreditWatch, following the merger with Cargill Inc.'s Cargill Crop
Nutrition business.  The corporate credit rating was raised to
'BB' from 'B+'.

At the same time, Standard & Poor's assigned its 'BB' corporate
credit rating to Mosaic Co., the new parent company of IMC Global.
The outlook is stable.

"The upgrade reflects the improvement to credit quality resulting
from the merger with Cargill Crop Nutrition and Standard & Poor's
expectation that management will adopt financial policies in line
with the new ratings," said Standard & Poor's credit analyst Peter
Kelly.

Ratings originally were placed on CreditWatch with positive
implications on January 27, 2004, following the company's
announcement of a definitive merger agreement to combine with
Cargill Crop Nutrition.  The CreditWatch was updated on
August 27, 2004, following a review of IMC's strategic plans and
financial policies.  At that time, Standard & Poor's indicated
that once the merger had been completed, the CreditWatch listing
would be resolved and the corporate credit rating of IMC would be
raised to 'BB' from 'B+', the ratings on the existing senior
unsecured notes with guarantees of subsidiaries would be raised to
'BB' from 'B+', and the ratings on the existing senior unsecured
notes without guarantees of subsidiaries would be raised to 'B+'
from 'B-'.  The merger was completed on October 22, 2004.

The combination results in a new, publicly traded company, named
Mosaic Co., with Cargill holding 66.5% of the outstanding shares
of Mosaic and former IMC shareholders the remaining 33.5%.
Minneapolis, Minnesota-based Mosaic is one of the largest global
producers of phosphate and potash crop nutrients for the
agricultural industry, with sales of about $4.5 billion and total
debt of about $2.3 billion.

The ratings on the combined entity, Mosaic, reflect the company's
aggressive financial profile resulting from high debt leverage at
the outset of the merger, somewhat offset by Mosaic's good
business profile as a leading global fertilizer producer.  The new
company is expected to benefit from meaningful synergies,
including a lower cost of capital and an enhanced platform for
worldwide growth through the combination of IMC's domestic
business with Cargill Crop Nutrition's more international
franchise. Still, ratings will continue to recognize that
strategic, bolt-on acquisitions are possible, and that the company
will remain exposed to seasonal agricultural markets. During the
next few years, management is expected to balance capital
spending, integration and modest expansion efforts with debt
reduction, thus strengthening key financial ratios to appropriate
levels for the ratings.


INFOUSA INC: Prepays $10.4 Million Revolver Debt Balance
--------------------------------------------------------
infoUSA(R) (Nasdaq:IUSA), prepaid $10.4 million of principal debt
obligation under its Revolving Credit Facility.  This payment pays
off the Revolver and results in $50 million being available to
infoUSA under its Revolver.

Vin Gupta, Chairman and CEO, infoUSA, commented, "We continue to
use our free cash flow to deleverage our balance sheet in order to
maximize shareholder value."

                          About infoUSA

infoUSA Inc. -- http://www.infoUSA.com/-- founded in 1972, is the  
leading provider of business and consumer information products,
database marketing services, data processing services and sales
and marketing solutions.  Content is the essential ingredient in
every marketing program, and infoUSA has the most comprehensive
data in the industry, and is the only company to own a proprietary
database of 250 million consumers and 14 million businesses under
one roof.  The infoUSA database powers the directory services of
the top Internet traffic-generating sites.  Nearly 3 million
customers use infoUSA's products and services to find new
customers, grow their sales, and for other direct marketing,
telemarketing, customer analysis and credit reference purposes.
infoUSA headquarters are located at 5711 S. 86th Circle, Omaha, NE
68127 and can be contacted at (402) 593-4500.

                         *     *     *

As reported in the Troubled Company Reporter on May 20, 2004,
Standard & Poor's Ratings Services assigned its 'BB' ratings and
recovery ratings of '4' to infoUSA Inc.'s $250 million of senior
secured credit facilities, indicating a marginal recovery
(25%-50%) of principal in the event of a default.

In addition, Standard & Poor's affirmed its 'BB' corporate credit
rating on the Omaha, Nebraska-headquartered company.  The outlook
is stable.


INTERSTATE BAKERIES: Wants Court OK to Settle De Minimis Disputes
-----------------------------------------------------------------
In the course of operating the largest wholesale baker and
distributor of fresh baked bread and sweet goods in the United
States, disputes regularly arise between Interstate Bakeries
Corporation and its debtor-affiliates and other parties concerning
a host of matters.  These disputes include:

    * prepetition tort claims;

    * claims of governmental agencies regarding environmental,
      health, safety, zoning and other regulations;

    * disputes regarding accounts receivable and payable with
      businesses with whom the Debtors regularly interact; and

    * disputes regarding the various lease, contractual and other
      business relationships to which the Debtors are party.

J. Gregory Milmoe, Esq., at Skadden Arps Slate Meagher & Flom,
LLP, in New York, states that these disputes are normal and, in a
business the size of the Debtors, are expected.  These disputes
are, therefore, within the ordinary course of the Debtors'
business.  However, out of an abundance of caution and to provide
certainty to their estates and the parties with whom they conduct
business, including vendors, landlords, tenants, sub-tenants, and
other contract parties, the Debtors seek the Court's authority to
resolve certain classes of controversy without further hearing
and notice, except as provided by certain procedures.

The Debtors seek the Court's authority to resolve the
controversies without further Court approval, provided that the
final amount of the compromise or settlement is less than
$400,000 with respect to each matter or related series of
matters.  Specifically, the Debtors expect that the controversies
would include:

    (a) disputes regarding any obligations owed by third parties
        to the Debtors, or other claims of the Debtors against
        third parties;

    (b) disputes with regulatory or other governmental or quasi
        -governmental agencies;

    (c) disputes regarding any obligations owed to third parties
        by the Debtors, or other claims of third parties against
        the Debtors; and

    (d) other claims or controversies which, in the Debtors'
        business judgment, affects the Debtors' ability to
        operate, manage or otherwise conduct their businesses.

The Debtors do not seek to institute a large-scale prepetition
claims reconciliation process of the thousands of prepetition
claims anticipated to be filed against their estates.  According
to Mr. Milmoe, that process will be undertaken at a later date.
Instead, this process will focus on the Debtors' ordinary day-to-
day business operations, including possible allowance of
prepetition unsecured claims in connection with negotiating the
Debtors' trade credit terms.

In the case of amounts due and owing to the Debtors, examples of
these claims include, but are not limited to, disputes with
customers regarding goods sold and delivered, or other account
receivable issues typical to the Debtors' businesses.  In some
cases, however, the obligations may be non-monetary.  For
instance, the Debtors may benefit by entering into an agreed
cease and desist order with an entity that they claim is
infringing on their intellectual property rights.  Many of the
claims against the Debtors are in the form of minor fees,
assessments, fines or other regulatory costs associated with the
operation of the Debtors' business in numerous jurisdictions.

In the case of the Debtors' customers, the collection of amounts
due is a part of the Debtors' cash flow, and clearly a cost-
effective resolution of these claims enhances the Debtors'
estates.  In the case of the various regulatory claims, there is
frequently an administrative or judicial proceeding that must be
attended to, as well as the ongoing oversight by these agencies.
In many instances, these disputes also involve the police or
regulatory power of the relevant agency, and, therefore, are not
stayed by the provisions of Section 362 of the Bankruptcy Code.
In other cases, the agency may allege a continuing violation if
no action is taken, making the dispute one with both prepetition
and postpetition elements.

Many of the controversies are ripe for settlement.  Thus, the
Debtors also ask the Court to establish the Settlement Procedures
to facilitate the recovery of money or other assets of or
obligations to the estate, or to resolve any regulatory or other
operating issues of the Debtors.

Mr. Milmoe tells the Court that all prepetition controversies in
these categories resulting in monetary claims against the Debtors
will be resolved by the determination and allowance of a general
unsecured claim.  The Debtors do not seek to pay any prepetition
claims.

Under the proposed procedures, negotiations will be primarily
handled by the Debtors' employees, agents and other business
persons that would normally handle the disputes in the absence of
these Chapter 11 cases.  However, the Debtors will maintain
internal approval procedures to monitor the dispute resolution
process to provide notice to the Creditors Committee, the agent
for the Debtors' postpetition financing facility, the agent for
the Debtors' prepetition financing facility and the U.S. Trustee.

The settlement process will be subject to these parameters:

    (a) For disputes where the Debtors have determined in the
        exercise of their business judgment that a reasonable
        compromise or settlement totals $50,000 or less, the
        compromise or settlement may be agreed and consummated
        without the need for further Court approval or further
        notice; and

    (b) For disputes where the Debtors have determined in their
        business judgment that a reasonable compromise or
        settlement totals more than $50,000 but less than or equal
        to $400,000, the Debtors will notify counsel to the
        Committee, the DIP Facility Agent, the Prepetition
        Lenders' Agent and the United States Trustee of the terms
        of the proposed settlement.  If none of the Notice Parties
        provide counsel for the Debtors with written notice of an
        objection to the settlement within 10 business days after
        the date the Notice is mailed, the Debtors will be
        authorized to accept and consummate the settlement.  If
        any of the Notice Parties object to the settlement, which
        objection cannot otherwise be resolved, the Debtors will
        not be authorized to accept or consummate the settlement
        without further Court order.

Mr. Milmoe asserts that these procedures for resolving disputes
will not apply to settlements that involve an "insider" as
defined in Section 101(31) of the Bankruptcy Code.  Any insider
settlements will require separate proceedings to the extent
required by Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure.

The Debtors contend that the Settlement Procedures are reasonable
and appropriate based on the size of their operations and the
classes and amounts of disputes they need to resolve.  The
streamlined Settlement Procedures will encourage resolution of
the classes of controversy, thus eliminating unnecessary
expenditures of time and money with respect to the disputes.
Furthermore, the Bankruptcy Court recognizes that parties should
be encouraged to settle.

To individually seek Court approval to resolve the disputes that
may arise in the classes of controversy would be unduly
burdensome on the Court and an unnecessary drain on the time and
other resources of the Debtors and their counsel in seeking
approval of each settlement.  In a case of Interstate Bakeries'
size and complexity, the expense of seeking Court approval for
every settlement may significantly reduce the benefits otherwise
incident to many of these settlements.  Thus, for the sake of
both judicial efficiency and maximizing the Debtors' estates,
implementation of the Settlement Procedures should be permitted.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.  The Company and seven of
its debtor-affiliates filed for chapter 11 protection on September
22, 2004 (Bankr. W.D. Mo. Case No. 04-45814).  J. Eric Ivester,
Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, represent the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors, they
listed $1,626,425,000 in total assets and $1,321,713,000
(excluding the $100,000,000 issue of 6.0% senior subordinated
convertible notes due August 15, 2014 on August 12, 2004) in total
debts.  (Interstate Bakeries Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


IOWA TELECOMMS: S&P Rates Planned $587M Sr. Secured Facility BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Iowa Telecommunications Services Inc.  The
outlook is negative.

In addition, a 'BB-' bank loan rating and a '3' recovery rating
were assigned to the company's proposed $587 million senior
secured credit facility maturing in 2011, indicating the
expectation for a meaningful (50%-80%) recovery of principal in
the event of a payment default or bankruptcy.  The ratings are
assigned based on a preliminary term sheet.

Loan proceeds of $537 million, together with cash proceeds of
$157 million from a concurrent initial public stock offering, will
be used to repay existing indebtedness.  Closing of the new credit
facility is contingent on completing the initial public offering.
At the same time, existing shareholders are selling a substantial
ownership stake to the public.  The company plans to pay
approximately $50 million in annual dividends.

Iowa Telecom is a local telephone company providing services to
252,500 incumbent access lines in smaller cities and rural areas
in Iowa.  The company was formed in 2000 through the purchase the
former GTE Corp.'s Iowa operations by Iowa Network Services, a
company owned by 127 small local exchange carriers in Iowa, and FS
Private Investors III, an investment fund.  Iowa Telecom has about
12,500 competitive local exchange carrier -- CLEC -- customers.

"Ratings reflect an aggressive, shareholder-oriented financial
policy with a commitment to a substantial dividends, which could
limit debt-reduction potential; elevated leverage from
acquisition-related debt; stagnant revenue trends because of
mature industry conditions; economic softness; and potential for
rising competition from cable TV and wireless companies," said
Standard & Poor's credit analyst Eric Geil.  "Tempering factors
include stable cash flow from historically stable, well-protected
rural telephone exchange operations; low dependence on Universal
Service Fund -- USF -- subsidies, which reduces risk of potential
regulatory changes; growth potential from data services; and
healthy EBITDA margins."


INTERNATIONAL STEEL: Mittal Offers $21 Per Share Buy-Out Deal
-------------------------------------------------------------
The Boards of Directors for Ispat International and International
Steel Group Inc. (NYSE: ISG) unanimously approved a definitive
agreement under which Ispat International and ISG will merge.  The
combined company, which will include a roll-up of LNM Holdings N.V
as well, will be renamed Mittal Steel and be the largest and most
global steel company in the world.  

Under the terms of the agreement with ISG, ISG shareholders will
receive $21.00 per share in cash and a number of Mittal Steel
shares equal to $21.00 divided by the average closing price of
Mittal Steel for the 20 trading days prior to closing, up to a
maximum of 0.6087 shares and a minimum of 0.4793 shares.  The
value in the merger would be $42.00 per ISG share, or $4.5 billion
in the aggregate if the average price of Mittal Steel shares for
the 20 trading days prior to the merger is between $34.50 and
$43.81 per share.  ISG shareholders will be able to elect between
cash and Mittal Steel shares, subject to pro ration such that 50%
of the total consideration will be in cash and 50% will be in
Mittal Steel shares.  The closing prices of Ispat International
and ISG shares on Friday, October 22, 2004 on the NYSE were
$25.34 and $29.68, respectively.

The companies have signed a Letter of Agreement with the United
Steelworkers of America and the Independent Steelworkers Union.

Upon completion of both transactions, Mittal Steel will be the
largest and among the most profitable steel companies in the
world.

    -- Mittal Steel will have operations in 14 countries on four
       continents and 165,000 employees.

    -- For the nine months ended September 30, 2004, Mittal Steel
       had pro forma revenues of $22.5 billion, pro forma
       operating income of $4.9 billion, and pro forma total steel
       shipments of 43 million tons.

    -- For 2004, Mittal Steel expects pro forma revenues of over
       $31.5 billion, pro forma operating income of $6.8-7.0
       billion, pro forma total steel shipments of approximately
       57 million tons, pro forma net debt of $3.2 billion, and
       pro forma earnings per share of $7.20-7.40, based on
       approximately 704 million shares of Mittal Steel
       outstanding.

Lakshmi N. Mittal will be chairman and chief executive officer of
Mittal Steel.  Wilbur L. Ross, chairman of ISG, will become a
Board member of Mittal Steel.  Aditya Mittal will be president,
group chief financial officer and a Board member.  Malay Mukherjee
will be chief operating officer.  Rodney Mott, president and chief
executive officer of ISG, will become chief executive officer of
Mittal Steel's combined U.S. operations.

"These transactions dramatically change the landscape of the
global steel industry," said Mr. Lakshmi N. Mittal.  "We are
bringing together Ispat International, LNM Holdings and ISG, one
of the largest integrated steel producers in North America,
creating a global powerhouse.  In recent years, the steel industry
has been characterized by predominantly regional consolidation.  
This combination represents a significant step forward in the
globalisation of the industry."

Mr. Mittal continued, "The combined company will have excellent
positions in raw materials, particularly coal, coke and iron ore,
as well as strong positions in key end sectors.  This combination
also provides Mittal Steel with a more significant presence in
important industrialized economies such as those in North America
and Europe and in economies that are expected to experience above
average growth in steel consumption, including Asia and Africa.  
Finally, I am particularly pleased that Wilbur Ross and Rodney
Mott, who formed ISG and transformed the U.S. steel industry, will
continue to have key roles at the new company."

Mr. Ross said, "This transaction achieves all our financial and
business objectives.  It provides our shareholders with an
excellent rate of return and the potential for strong future
appreciation.  It accelerates by several years our strategy to
become a leading global steelmaker.  By joining with Mittal Steel,
respected in the global steel industry for both its strategic
vision and operational excellence, we have provided our
shareholders immediate value, as well as participation in a new,
financially strong, profitable global enterprise with excellent
growth prospects."

Mr. Aditya Mittal said, "We believe that Mittal Steel will be a
leader not only in terms of its global reach and operational
excellence, but also among the most profitable steel producers in
the world.  Mittal Steel's financial strength will enable us to
implement return-driven capital expenditure programs at our plants
and enhance our ability to pursue future transactions.  Most
importantly, both the companies can share best-in-class practices
at all facilities, accelerating the competitive edge Mittal Steel
has due to its global management breadth and expertise."

Mr. Mott said, "For our employees and communities especially, both
of whom have experienced the contraction of the industry, this
combination provides a strong measure of stability and the greater
potential of a financially sound and secure steel company, with a
diversity of operations in the United States and internationally.  
Our scale and capabilities, strong synergies, and a dynamic
product offering will enable us to serve customers even better.  
This is an exciting combination borne out of strength."

Mittal Steel's strategy will be to enhance long-term shareholder
value both by continuously strengthening its position as a low-
cost, high quality steel producer and by continuing to play an
integral role in a globally diverse steel industry.  The company
is well positioned in key areas that management believes will
experience significant growth in steel consumption.  The combined
company will encompass all aspects of modern steelmaking to
produce a comprehensive portfolio of both flat and long steel
products to meet a wide range of customer needs.  It will serve
all the major steel consuming sectors, including the automotive,
appliance, machinery and construction sectors.

Ispat International operates in 6 countries in North America and
Western Europe, including the United States through Ispat Inland
Inc.  Ispat International has annual total raw steel production
capacity of over 18 million tons and is targeting 2004 revenues of
approximately $8.3 billion.

LNM Holdings operates in 8 countries in Europe, Africa and Asia.  
It has annual total raw steel production capacity of over 32
million tons and is targeting 2004 revenues of approximately $14.5
billion.

ISG is one of the largest integrated steel producers in North
America and among the top ten globally.  Since being formed in
April 2002, it has grown rapidly by acquiring the steel making
assets of LTV, Acme Steel, Bethlehem Steel, Weirton Steel and
Georgetown.  ISG has annual total raw steel production capacity of
approximately 20 million tons and is targeting 2004 revenues of
approximately $9 billion.

               LNM Holdings Transaction Highlights

The Board of Directors of Ispat International has approved a
transaction under which Ispat International will acquire 100% of
LNM Holdings in an all-share transaction.  This acquisition is
subject to a number of conditions including, among others, the
approval of the shareholders of Ispat International.  The LNM
Holdings acquisition has received the support of Mr. Lakshmi
Mittal, who is chairman of both companies and the controlling
shareholder of Ispat International and LNM Holdings, either
directly or indirectly.  In light of Mr. Lakshmi Mittal's role at
both companies, the Ispat International Board formed a special
committee of independent directors to represent the interests of
Ispat International's minority shareholders in evaluating and
negotiating the terms of the acquisition of LNM Holdings.  The
Special Committee unanimously approved the Acquisition Agreement
and unanimously recommended that the LNM Holdings acquisition be
approved by the Board of Ispat International.  LNM Holdings has
declared a dividend of $2 billion to LNM Holdings' seller in the
fourth quarter of 2004.  At year-end 2004, LNM Holdings is
expected to have a post-dividend net cash position (defined as
cash and cash equivalents less payable to banks, current portion
of long-term debt and long-term debt) of approximately $100
million.  The combination of Ispat International and LNM Holdings
is expected to be completed by the end of 2004.  Following
completion of the LNM Holdings acquisition, Ispat International
shareholders will own approximately 18.3% of the combined company
and LNM Holdings shareholders will own approximately 81.7%.  
Credit Suisse First Boston LLC and Houlihan Lokey Howard & Zukin
LLC acted as financial advisors to the Special Committee, and
Shearman & Sterling LLP and NautaDutilh acted as legal counsels.  
HSBC and Citigroup acted as financial advisors and Cleary,
Gottlieb, Steen & Hamilton acted as legal counsel to LNM Holdings.

                   ISG Transaction Highlights

The merger with ISG is subject to approval by the shareholders of
ISG and Ispat International or Mittal Steel, depending on the
timing of the shareholder vote, as well as regulatory approvals
and satisfaction of other customary closing conditions.  In
addition, the transaction is subject to the completion of the
acquisition of LNM Holdings by Ispat International.  The
transaction is expected to be completed by the end of the first
quarter of 2005.  Following the completion of this transaction,
ISG shareholders will own between approximately 6.9% and 8.6%,
depending on the average price of Mittal Steel shares for the 20
trading days prior to the merger.  Credit Suisse First Boston LLC
acted as financial advisor and Shearman & Sterling LLP acted as
legal counsel to Ispat International.  UBS Securities LLC and
Goldman, Sachs & Co. acted as financial advisors and Jones Day
acted as legal counsel to ISG.


INTERNATIONAL STEEL: S&P Places Double-B Ratings on CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Dutch-registered steel consortium Ispat International N.V. and
U.S.-based International Steel Group Inc. on CreditWatch with
positive implications.

Prior to the CreditWatch action, Standard & Poor's raised its 'B'
corporate credit and senior secured debt ratings to 'BB-' for
Ispat and its subsidiaries, Ispat Inland Inc., Ispat Inland L.P.,
Ispat Europe Group S.A., Ispat Mexicana S.A de C.V., and Ispat
Sidbec Inc.

As reported in the Troubled Company Reporter on April 06, 2004,
Standard & Poor's Ratings Services assigned its 'BB' rating to
Richfield, Ohio-based steel manufacturer International Steel Group
Inc.'s proposed $600 million senior unsecured notes due 2014.
Standard & Poor's at the same time affirmed its 'BB' corporate
credit rating and 'BB+' senior secured bank loan rating on the
company.  The outlook is positive.

The Credit Watch placement and rating upgrade follow the
announcement that Ispat will acquire sister company LNM Holdings
N.V., one of Europe's lowest-cost steelmakers, and that the
combined group has agreed to acquire ISG, North America's largest
steelmaker.  The acquisitions, which are subject to shareholder
and regulatory approvals, would create the world's largest
steelmaker, and an entity with a stronger credit profile than that
of Ispat and ISG on a standalone basis.

"The combined entity could be rated investment grade, subject to
management's disclosure of its financial policies and its appetite
for further acquisitions," said Standard & Poor's credit analyst
Tommy Trask.

The combined company, to be named Mittal Steel Co. N.V., is
expected to have $3.2 billion of net debt and approximately
$1.5 billion of pension and other postemployment benefit
liabilities (net of tax) at the end of 2004, while generating
$5.1 billion of net income in 2004 on steel shipments of
57 million tons.  Mittal Steel will rank as the world's largest
steel producer in terms of volume, earnings and market
capitalization.

The key attractions of the combined entity are:

   (1) strong market position,
   (2) geographical diversification, and
   (3) low-cost operations characterized by strong vertical
       integration into iron ore (40% self-sufficiency) and coke
       (100% self-sufficiency).

The debt level is considered moderate, given the strong cash flow
generation.

The CreditWatch action will be resolved on consummation of the
proposed transactions.  The first step (Ispat's acquisition of
LNM) should be completed by the end of 2004, while the second step
(Ispat's merger with ISG) is planned to be completed by the end of
the first quarter of 2005.


JILLIAN'S ENTERTAINMENT: Comm. Has Until Nov. 16 to Sue Fleet Bank
------------------------------------------------------------------
Jillian's Entertainment Holdings, its debtor-affiliates, the
Official Committee of Unsecured Creditors appointed in Jillian's
chapter 11 cases, and Fleet National Bank have agreed to extend
the deadline by which the Committee may contest the validity,
perfection, priority or enforceability of Fleet's Pre-Petition
Loans and Pre-Petition Liens, assert or prosecute any action for
preferences, fraudulent conveyances, other avoidance power claims
or any other claims or causes of action against the Lenders to
November 16, 2004.   

"The Debtors, the Committee and the Bank have [agreed to the
extension] to allow the parties additional time to attempt to
negotiate and resolve certain pending issues between them and
thereby avoid the need to engage in the litigation which is the
subject of the Deadline," according to an Agreed Order presented
to the Honorable David T. Stosberg last week.   

Jillian's owed Fleet $40,570,000 under a Credit Agreement, dated
as of October 14, 1998, when it filed for chapter 11 protection.  
That debt is secured by a stock pledge, Mortgages, liens on the
Debtors' Intellectual Property, liquor licenses, Equipment and
fixtures, Inventory, Receivables, Related Contracts, and almost
everything else, except recoveries on account of avoidance
actions.  Fleet has continued to provide Jillian's with post-
petition financing.   

Jillian's sold most of its assets to Dave & Buster's Inc., and
Gemini Investors III, L.P., for $64.8 million, earlier this year
and has proposed a liquidating chapter 11 plan to distribute those
sale proceeds to its creditors.   

Headquartered in Louisville, Kentucky, Jillian's Entertainment
Holdings, Inc. -- http://www.jillians.com/-- operates more than  
40 restaurant and entertainment complexes in about 20 states.  The
Company filed for chapter 11 protection on May 23, 2004 (Bankr.
W.D. Ky. Case No. 04-33192).  Edward M. King, Esq., at Frost Brown
Todd LLC and James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP,
represent the Debtors in their chapter 11 cases.  Michael E.
Foreman, Esq., at Proskauer Rose LLP, represents Fleet National
Bank, and Eric D. Schwartz, Esq., at Morris Nichols Arsht &
Tunnell, and Mark A. Robinson, Esq., at Valenti Hanley & Crooks,
PLLC, represent the Official Committee of Unsecured Creditors.   
When the Debtors filed for protection from their creditors, they
listed estimated assets of more than $100 million and estimated
debts of over $50 million.


KAISER ALUMINUM: Gets Conditional Nod on Credit Pact Amendment
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
conditionally approved the seventh amendment to Kaiser Aluminum
Corporation's Post-Petition Credit Agreement, subject to the
lenders agreeing to modify the latest date upon which Kaiser might
file a Plan of Reorganization.

The Court's required modification would change the specified date
for Kaiser to file its Plan of Reorganization to no later than
Feb. 13, 2005, which is currently the expiration date of the Post-
Petition Credit Agreement. The Post-Petition Credit Agreement
lenders have consented to this change and the company expects that
the Court will enter an order approving the seventh amendment, as
modified, before the Oct. 31, 2004, expiration of a previously
disclosed waiver.

The amendment, once effective, resets a financial covenant and
permits, among other things, the sale of Kaiser's interests in and
related to the QAL alumina refinery in Australia.

Kaiser's Form 10-Q for the second quarter of 2004 contains
additional information regarding the Post-Petition Credit
Agreement.

Separately, the Court also approved an extension of exclusivity as
to all debtors to Feb. 28, 2005, but noted that exclusivity could
be terminated earlier with respect to the four subsidiaries that
own (or owned) certain of the company's commodity-related
interests in Jamaica, which have been sold/monetized, and in
Australia, which are the subject of a Court approved auction later
this week, in accordance with the terms of the recently filed
Intercompany Settlement Agreement.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of  
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429). Corinne Ball, Esq., at Jones
Day, represent the Debtors in their restructuring efforts. On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.


KB TOYS: Closing Underperforming Stores to Finalize Reorganization
------------------------------------------------------------------
KB Toys, Inc., will close 141 to 238 underperforming stores by
Jan. 31, 2005, as part of its continuing reorganization efforts.
KB Toys said that it expects this will be the final round of store
closings before the company's projected emergence from chapter 11
bankruptcy in early 2005. The company will continue operating
approximately 600 stores throughout the United States, the
Commonwealth of Puerto Rico and the American Territory of Guam.

KB Toys has filed a motion with the United States Bankruptcy Court
for the District of Delaware seeking approval to hold store
closing sales in 141 to 238 stores. The company has also stated
that it is seeking approval to engage a joint venture group led by
Gordon Brothers to assist it with the store-closing inventory
sales.

"These store closings represent a significant element of KB Toys
plan of reorganization and will not hinder our holiday operations.
Our employees and stores are fully prepared to serve our customers
today and through the holiday season and beyond," said Michael L.
Glazer, president and chief executive officer of KB Toys, Inc. "We
want to assure our loyal customers that KB Toys is dedicated to
preserving the specialty toy store experience for children and
families."

Mr. Glazer further commented, "We remain confident that KB Toys
will emerge from this reorganization in a stronger position to
compete more effectively in the marketplace. We regret the impact
this difficult decision will have on our employees and want to
thank those affected for their hard work and support of the
company during this process."

The Company said that a list of the closing stores will be posted
at http://www.kbtinfo.com/

Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. --
http://www.kbtoys.com/-- is one of the largest combined mall-
based and online specialty toy retailers in the US, operating
under four main formats: KB Toys stores in malls, KB Toy Works
neighborhood stores, KB Toy Outlets and KB Toy Liquidator in
outlet malls, and KB Toy Express. The company filed for chapter 11
protection (Bankr. Del. Case No. 04-10120) on January 14, 2004.
Joel A. Waite, Esq., at Young, Conaway, Stargatt, & Taylor,
represents the toy retailer.


KONICA MINOLTA: Moody's Reviewing Ba1 Rating & May Upgrade
----------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
the Ba1 senior unsecured long-term debt ratings of Konica Minolta
Holdings, Inc. and its supported subsidiaries.  The rating review
reflects Moody's view that the consolidation of the former Konica
and Minolta has started to generate returns.

Moody's believes the combination of the former Konica's and
Minolta's technologies has contributed to the new company's strong
global presence in color and/or high-speed copiers.  lthough this
was relatively a niche market, it is growing, and in the rating
agency's view Konica Minolta can benefit from having entered this
field before competition among major companies intensified.
Furthermore, copiers for this market consume more toner and paper
than other such machines, creating a major cash cow for the
company's office equipment business.

Moody's believes the consolidation of Konica and Minolta has also
secured the new company a strong position in certain optical
products, such as micro-optical pickup lenses and TAC (triacetyl
cellulose) films for LCDs.

Konica and Minolta consolidated their operations under the common
holding company Konica Minolta Holdings, Inc. in 2003.

In its review, Moody's will examine whether Konica Minolta will be
able to further improve profitability by maximizing the benefits
of consolidation.

Konica Minolta Holdings, Inc., headquartered in Tokyo, Japan, is a
major manufacturer of office equipment and photographic products.


LAS VEGAS LAKE: Moody's Lowers Debt Ratings to Single-B
-------------------------------------------------------
Moody's Investors Service, in response to the proposed
$100 million upsizing of the term loan financing being arranged
for Lake at Las Vegas Joint Venture, lowered by one notch each of
the first-time ratings that had been assigned on October 7, 2004
to Lake Las Vegas.  The new ratings are:

   * B1, lowered from Ba3, on the senior secured first lien term
     loan, which was upsized by $75 million to $435 million;

   * B2, lowered from B1, on the senior secured second lien term
     loan, which was upsized by $25 million to $125 million; and

   * B2 and B3, lowered from B1 and B2, on the senior implied
     rating and senior unsecured issuer rating, respectively.

The ratings outlook remains stable.

Net proceeds of the upsized term loans will be used to provide an
additional return of capital to the private equity holders.  The
$398 million originally slated to be dividended out effectively
return to the owners several years of future cash flows that will
be substantially in excess of what the company had been able to
achieve prior to this year.  The $100 million of additional term
loan proceeds effectively extend out the time horizon of future
cash flows being currently withdrawn from the company by the
owners.  If these expectations about future cash flows, which
essentially take the current year's performance and extrapolate
them out into the future, are not met, debt service payments could
be jeopardized.

The stable ratings outlook reflects Moody's assessment that Lake
Las Vegas has reached the inflection point in its development
cycle and should be in a position to harvest cash flows rather
than continue to pour massive infrastructure spending into the
community.

The ratings incorporate:

   (1) the short demonstrated track record of the project and
       limited historical financials provided by the company,

   (2) the location and geographic and demographic concentration
       of the development,

   (3) market risk,

   (4) indications of speculative excess in the Las Vegas market,
       and

   (5) the negative net worth of the company after adjusting for
       the dividends to the owners.

At the same time, the ratings acknowledge:

   (1) the strength of the Las Vegas housing market,

   (2) the successful track record of the owners in prior large
       developments,

   (3) the substantial infrastructure investment already made in
       the project,

   (4) the significant over collateral in the structure,

   (5) the unique attributes of the development's water rights and
       320-acre private lake, and

   (6) the level of project acceptance achieved to date.

Please refer to the press release dated October 7, 2004 for
further detail.

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture and its co-borrower, LLV-1, LLC, own and operate the Lake
Las Vegas Resort, a 3592-acre master planned residential and
resort destination located 17 miles east of the Las Vegas strip.
Projected revenues and operating cash flow for the twelve-month
period that will end on December 31, 2004 are approximately
$226 million and $165 million, respectively.


LIBERTY MEDIA: Acquiring 14% Indirect Interest in Telenet
---------------------------------------------------------
Liberty Media International, Inc. (Nasdaq: LBTYA, LBTYB) has
agreed to purchase preferred and common equity in a subsidiary of
Cable Partners Europe, Callahan Associates Holdings Belgium.

Cable Partners Europe will use a majority of the proceeds to repay
Cable Partners Europe Notes held by Liberty Media.  The net
additional cash investment by Liberty Media is approximately
$23 million.  As a result of the transaction, Liberty Media will
be the control shareholder of Callahan Associates, which will hold
an approximate 14% indirect interest in Telenet.  Telenet is the
largest cable operator in Belgium with 2.5 million RGUs located
primarily in the Dutch speaking Flanders region of Belgium.  The
transaction is expected to close before the end of the year.

Callahan Associates holds its interest in Telenet through a
holding company that controls approximately 21% of the voting
power associated with the issued and outstanding shares of
Telenet.  Other shareholders of the holding company include
Evercore Capital Partners, CDP Capital Communications Belgique and
ML Private Equity Associates.

John C. Malone, Chairman, President and Chief Executive Officer of
Libert Media stated, "Telenet's management and shareholders have
built a well run cable operation that is successfully delivering
video, data and voice services throughout the Flanders region in
Belgium.  We are very pleased we were able to constructively
restructure Cable Partners Europe so that we can work together
with the management team and other shareholders in support of the
continued success and growth of the business."

Lehman Brothers and Merrill Lynch & Co. served as advisors to
Liberty Media in this transaction.

Liberty Media International, Inc. (Nasdaq: LBTYA, LBTYB) owns
interests in broadband distribution and content companies
operating outside the U.S., principally in Europe, Asia, and Latin
America.  Through its subsidiaries and affiliates, Liberty Media
is the largest cable television operator outside the United States
in terms of video subscribers.  Liberty Media's businesses include
UnitedGlobalCom, Inc., Jupiter Telecommunications Co., Ltd.,
Jupiter Programming Co., Ltd., Liberty Cablevision of Puerto Rico,
Inc. and Pramer S.C.A.

The transaction is subject to negotiation of definitive agreements
and customary closing conditions, including third party consents
and approvals.

                         *     *     *

As reported in the Troubled Company Reporter on February 9, 2004,
Liberty Media Corporation's auditors, KPMG PLC, of London,
England, on May 26, 2003, issued a "going concern" notice in its
Auditors Report of that date.  KPMG cited recurring losses, a net
shareholders deficit and financial restructuring as contributing
causes.


MACANUDO REALTY: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Macanudo Realty Trust dated May 24, 1995
        6140 Sun Boulevard, #3
        Saint Petersburg, Florida 33715

Bankruptcy Case No.: 04-20645

Type of Business: The Debtor is a Florida Business Trust that
                  holds title to real property located in
                  industrial parks in Hooksett and Manchester,
                  New Hamphire.  The Debtor indicates that it
                  is related, as "Successor Trustee - 2001",
                  to Summer Gladstone (Bankr. M.D. Fla. Case
                  No. 95-10111-8C7) (Corcoran, J.).

Chapter 11 Petition Date: October 22, 2004

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Buddy D. Ford, Esq.
                  Buddy D. ford, P.A.
                  115 North MacDill Avenue
                  Tampa, Florida 33609
                  Tel: (813) 877-4669

Total Assets: $3,282,000

Total Debts:  $1,586,069

Debtor's 12 largest unsecured creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Builders Insulation           Labor & Materials for      $23,755
P.O. Box 5111                 Insulation
Manchester, NH 03108

Efficiency Production, Inc.   Rental of Equipment        $22,506
658 Hull Road
Mason, MI 48854

Bedford Design Consultation   Engineering                $10,000
177 E. Industrial Park Dr.
Manchester, NH 03109

Cote Electrical Service       Labor & Materials for      $10,000
204 Belmont St.               Electrical
Manchester, NH 03103

Superior Fire Protection      Labor & Materials for       $6,360
                              Fire Sprinklers

Southworth Milton             Rental of Equipment         $4,120

American Landscaping          Labor for Road Work         $4,056

Hooksett Equipment Rental     Rental of Equipment         $3,010

Waste, Inc.                   Rental of Equipment         $1,021

Bunce Industries              Rental of Equipment           $840

Ronald Natoli, PLS            Surveying                     $840

C. George Elanjian            Architect                      $50


MAYTAG CORP: Fitch Pares Senior Unsecured Rating to BB+ from BBB-
-----------------------------------------------------------------
Fitch Ratings has downgraded the senior unsecured rating on Maytag
Corp. to 'BB+' from 'BBB-' and the short-term debt rating to 'B'
form 'F3'.  The Rating Outlook is Stable.  On October 2, 2004,
Maytag had approximately $996 million of senior unsecured debt and
no commercial paper outstanding.

The downgrade reflects Maytag's weaker than expected operating
performance in 2004, driven by ongoing problems in its floor care
and commercial product businesses and higher manufacturing costs.  
In addition, the major appliance segment experienced diminished
market share from 2003 due primarily to loss share in
refrigeration from lower shipments to original equipment
manufacturers.  Compared with the prior year, third quarter and
nine month results were weak with operating income (excluding
restructuring and related charges and other charges) off 52% and
44%, respectively.  For the fourth quarter of 2004 and into 2005,
steel, energy, and logistical costs are forecasted to remain high
for the industry, which will negate somewhat Maytag's sizable cost
reductions expected in these periods.

Maytag continues to be adversely affected by its high cost
structure, as most of its manufacturing footprint is located in
the U.S. While the company has closed its Galesburg plant and has
achieved favorable contracts at its Newton, North Canton, and
Amana facilities, this situation is not expected to meaningfully
improve in the foreseeable future.  In addition, Maytag faces
significant competition from its traditional domestic and European
competitors and will face rising competition from Asian
competitors in its major segments of floor care and major
appliances.

To improve performance, Maytag has embarked on several
restructuring efforts, the latest of which is the company's 'One
Company' restructuring, which consolidates Hoover floor care,
Maytag Appliances, and corporate organizations.  Expectations are
for $150 million of annual savings, of which a portion was
achieved in the third quarter.  Nonetheless, margins during 2004
have continued to decline due to negative results from floor care
and increasing steel and commodity costs, particularly steel.  
Increases in steel costs in the third quarter were significantly
greater than the first half and are expected to continue to have
an adverse impact on gross margins in the forth quarter and into
2005.  Key moves for the company going into 2005 will be Maytag's
success in achieving the following: costs reduction; acceptance of
new product offerings in floor care; and higher prices.

The Stable Outlook reflects the expectation that credit measures
will begin to stabilize, margin pressure will abate despite rising
commodity prices, as cost reduction is achieved, and internally
generated cash will be sufficient to meet capital requirements and
dividend payments.


MESA TRUST: S&P Ups 2001-1 & -3 B Classes' Rating to A+ from BB
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of certificates from two series issued by MESA Trust.
Concurrently, ratings are affirmed on six classes from three
series from the same issuer.

The raised ratings reflect actual and projected credit support
percentages that adequately support the raised ratings.  The
higher credit support percentages resulted from three factors:

   * principal prepayments,

   * only the senior classes were receiving principal payments,
     and

   * the shifting interest structure of the transactions.

In addition, total delinquencies and cumulative realized losses
have been relatively moderate, compared to similar mortgage pools.
As of the September 2004 remittance date:

   -- total delinquencies ranged from 24% (series 2001-5) to 51%
      (series 2001-1);

   -- cumulative realized losses were less than 11% for the
      different series, ranging from 4.35% (series 2001-3) to
      10.6% (series 2001-2).

Credit support for the raised ratings consists of net monthly
excess cash flow, overcollateralization, subordination, and, with
regard to the senior classes, monoline insurance policies from
Ambac Assurance Corp. ('AAA') for all of the MESA Trust
transactions discussed.  These policies guarantee timely payments
of interest and ultimate payment of principal to the notes.

The unpaid pool principal balance as a percentage of the original
balance is approximately 21% for the 2001-1 series, 27% for series
2001-2, 20% for series 2001-3, and 37.65% for series 2001-5.

The senior class in the 2001-3 series has paid down, the mezzanine
class is currently receiving principal payments (6% of the class
has been paid down already).  Since only the senior class was
receiving principal payments, the current credit support
percentages for the mezzanine and subordinate classes have
continued to grow.  So far, this has offset the increasing
delinquency percentages.

The affirmations reflect actual and projected credit support
percentages that adequately support the current ratings. In
addition, total delinquencies and cumulative realized losses were
low to moderate.

The certificates and notes evidence interest in a trust fund
consisting primarily of a pool of one- to four-family, fixed- and
adjustable-rate, first- and second-lien mortgage loans, with terms
to maturity of not more than 30 years.  Substantially all of the
mortgage loans have certain deficiencies (document and other)
and/or have delinquency histories that exceed the scope of the
originator's usual underlying guidelines.  The mortgage loans are
known as scratch-and-dent, document deficient, reperforming loans.
                       
                         Ratings Raised
   
                           MESA Trust
                       Asset-backed certs
   
                                    Rating
                 Series   Class   To      From
                 ------   -----   --      ----
                 2001-1   M       AA+     BBB
                 2001-1   B       A+      BB
                 2001-3   M       AA+     BBB
                 2001-3   B       A+      BB
   
                        Ratings Affirmed
   
                           MESA Trust
                       Asset-backed certs
   
                    Series   Class   Rating
                    ------   -----   ------
                    2001-1   A       AAA
                    2001-2   A       AAA
                    2001-5   A       AAA
                    2001-5   M-1     A
                    2001-5   A-IO    AAA
                    2001-5   M-1     A
                    2001-5   M-2     BBB


NATIONAL BENEVOLENT: U.S. Trustee Appoints 7-Member Creditor Panel
------------------------------------------------------------------
The United States Trustee for Region 7 has appointed seven
creditors to serve on an Official Committee of Residents/Creditors
in the chapter 11 case of The National Benevolent Association of
the Christian Church (Disciples of Christ):

          1. Ms. AJ Barr
             Facility: Cypress Village
             14286-19 Beach Boulevard, PMB 336
             Jacksonville, Florida 32250
             Tel: 904-992-8055

          2. C. Clark Fuller
             Facility: Cypress Village
             4600 Middleton Park Circle E, Apartment A-727
             Jacksonville, Florida 32224
             Tel: 904-223-1846, Fax: 904-223-1846

          3. John Johnson
             Facility: Robin Run
             6323 Hunsbrough Way
             Indianapolis, Indiana 46268
             Tel: 317-328-9859

          4. Arthur S. Geren
             Facility: Lenoir
             21 Fleming Drive
             Columbia, Missouri 65201
             Tel: 573-875-3156

          5. Carl D. Gum, Jr.
             Facility: Foxwood Village
             1316 W. Johns Boulevard
             Raymore, Missouri 64083
             Tel: 816-322-3007, Fax: 816-318-1540

          6. Lloyd Lambert
             Facility: Foxwood Springs
             1312 West Campbell
             Raymore, Missouri 64083
             Tel: 816-322-9838

          7. Jerry Sullivan
             Facility: Robin Run
             5403 Love Lane
             Indianapolis, Indiana 46268
             Tel: 317-295-9652

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

Headquartered in Saint Louis, Missouri, The National Benevolent
Association of the Christian Church (Disciples of Christ) --
http://www.nbacares.org/-- manages more than 70 facilities  
financed by the Department of Housing and Urban Development and
owns and operates 18 other facilities, including 11 multi-level
older adult communities, four children's facilities and three
special-care facilities for people with disabilities.  The Company
filed for chapter 11 protection on February 16, 2004 (Bankr. W.D.
Tex. Case No. 04-50948).  Alfredo R. Perez, Esq., at Weil, Gotshal
& Manges, LLP represents the Debtors in their restructuring
efforts.  When the Company filed for protection from their
creditors, they listed more than $100 million in both estimated
debts and assets.


NEXIA HOLDINGS: Grants 8 Million Preferred Shares to President
--------------------------------------------------------------
The Board of Directors of Nexia Holdings, Inc., granted to the
Corporation's president Richard Surber 8,000,000 shares of the
Corporation's Series B Preferred stock, in exchange for Mr.
Surber's services as president of the Corporation and guarantor of
real estate mortgages on:

   -- the Kearns Building located at 4115 South Sams Boulevard,
      Kearns, Utah;

   -- the Wallace Bennett Building located at 55 South 100 South,
      Salt Lake City, Utah; and

   -- the State Street Building located at 1370 - 1374 South State
      Street, Salt Lake City, Utah.

The Series B Preferred Stock is designated as having a par value
of $0.001 per share and designated as senior to the Common Stock
of the Company.  In the event of liquidation the shares have a
priority right to $0.001 per share in any distribution as a result
of liquidation.  These shares are given the same voting rights as
Common Shares on a five hundred-for-one (500 to 1) basis.  The
8,000,000 shares thus increase Mr. Surber's voting right by
4,000,000,000 shares.  As of September 20, 2004 the Corporation
had 2,363,341,594 shares of its common stock outstanding.

                      Going Concern Doubt

In its amended Form-10QSB for the quarterly period ended June 30,
2004, filed with the Securities and Exchange Commission, Nexia
Holdings, Inc., reported cumulative operating losses through
June 30, 2004 of $11,373,703, and a working capital deficit of
$1,384,742 at June 30, 2004, all of which raises substantial doubt
about the Company's ability to continue as a going concern.


NORTHWESTERN CORP: Prices $225 Million Sr. Secured Debt Offering
----------------------------------------------------------------
NorthWestern Corporation has priced $225 million of its Senior
Secured Notes due 2014 to be sold in a private offering. The
Senior Notes will bear interest at a rate of 5-7/8 percent per
annum and will pay interest semiannually. The Senior Notes will be
collateralized by two series of existing first mortgage bonds
secured by NorthWestern's regulated utility assets in Montana,
South Dakota and Nebraska. The Senior Secured Notes will have five
years of call protection.

NorthWestern intends to use the net proceeds of the offering to
repay a portion of the amounts outstanding under NorthWestern's
current $390 million term loan credit facility and to pay related
fees and expenses. The Senior Notes are expected to be issued upon
consummation of NorthWestern's court-approved Plan of
Reorganization and emergence from Chapter 11 bankruptcy which is
anticipated on Nov. 1, 2004.

The Senior Notes have not been registered under the Securities Act
of 1933, as amended and may not be offered or sold in the United
States absent registration under such Act or an applicable
exemption from the registration requirements thereunder.

This news release does not constitute an offer to sell, or the
solicitation of an offer to buy, any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offer would be unlawful.

Headquartered in Sioux Falls, South Dakota, NorthWestern
Corporation (Pink Sheets: NTHWQ) -- http://www.northwestern.com/  
-- provides electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 608,000 customers in Montana,
South Dakota and Nebraska. The Debtors filed for chapter 11
protection on September 14, 2003 (Bankr. Del. Case No. 03-12872).
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig, LLP, and
Jesse H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker, LLP, represent the Debtors in their
restructuring efforts. On the Petition Date, the Debtors reported
$2,624,886,000 in assets and liabilities totaling $2,758,578,000.  
The Court entered a written order confirming the Debtors' Second
Amended and Restated Plan of Reorganization which is expected to
take effect on Nov. 1, 2004.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 25, 2004,
Standard & Poor's Ratings Services raised its corporate credit  
rating on electric and gas utility NorthWestern Corp. to 'BB-'  
from 'D', effective after NorthWestern emerges from bankruptcy as  
expected in November 2004.  The outlook is positive.  

The Sioux Falls, South Dakota-based utility will have $850 million  
of debt outstanding after emerging from bankruptcy.  

Upon emergence, NorthWestern expects to issue senior secured debt  
consisting of:  

   -- $200 million senior secured notes due 2014,  
   -- $125 million senior secured term loan B due 2011, and  
   -- $125 million revolving credit facility due 2009.  

These three debt issues will be rated 'BB', one notch higher than  
the corporate credit rating because the combined net book value of  
the plant pledged to secure the debt will exceed the total  
corporate bondable capacity.  The bank loan and revolving credit  
facility will receive the '1' recovery rating, indicating a high  
expectation of full principal recovery.  

Upon emergence from bankruptcy, NorthWestern will largely be a  
stand-alone electric and gas utility with about 80% of its utility  
assets in Montana, and the remainder in South Dakota and Nebraska.  
The company will also emerge with various nonutility assets,  
including a 260 MW generation plant that has been under  
development.  NorthWestern plans to sell this plant in the near  
future.  Other nonregulated businesses, which were the primary  
drivers of the bankruptcy filing, have been sold.

NorthWestern's rating reflects the low-risk nature of the  
company's predominately transmission and distribution business,  
which is strong.  The rating also reflects the electric  
operations' above-average reliability factors that are 30% to 40%  
higher than the national average.  In addition, the utility's  
rates in Montana are below the regional average.  However, these  
strengths are offset by the company's emergence from bankruptcy  
with an untested management team, operations that are located in  
low-growth markets, historically unsupportive regulation in  
Montana, and limited financial flexibility.  In addition, there is  
still some pending litigation and a U.S. SEC investigation.  
NorthWestern's business risk profile score of '7' is below average  
for a predominately transmission and distribution utility.  
(Standard & Poor's business profiles are categorized from '1'  
(strong) to '10' (weak).)

NorthWestern's management team has not yet established a reliable  
track record, but over time, management has the potential to  
demonstrate its capabilities.

"This management team must complete the transition from bankruptcy  
and achieve projected operational and financial results before  
credibility can be fully established," said Standard & Poor's  
credit analyst Gerrit Jepsen.

NorthWestern will have limited financial flexibility immediately  
after bankruptcy because most nonutility assets have been sold and  
the company cannot cut back funding of capital expenditures below  
the nondiscretionary level.  Also, it is uncertain what the  
capital markets' initial reception will be for NorthWestern's  
common stock.  Financial flexibility will also be limited by the  
company's commitment to significantly reduce debt after  
bankruptcy.  After adding back $238 million debt equivalent for  
power-purchase agreements and operating leases, debt to  
capitalization will be about 60% upon bankruptcy emergence.

"This is not onerous for a regulated utility that is mostly  
transmission and distribution, but it is high given the company's  
limited financial flexibility," Mr. Jepsen said.

The positive outlook reflects Standard & Poor's view that  
NorthWestern's credit quality will improve through 2005 and  
beyond.  Financial ratios should improve through 2005 as remaining  
nonregulated assets are sold and debt is reduced.  The company's  
financial flexibility should improve once a market for its equity  
develops.  An operating history establishing this positive trend,  
along with improved relations with regulators and proven better  
corporate governance would lower the company's business risk and  
could cause the rating to be raised.  Alternatively, failure to  
meet or exceed forecasts, unfavorable resolution of the SEC  
investigation, or a worsening regulatory environment could  
negatively affect the rating or outlook.


NRG ENERGY: FERC Approval Settles West Coast Agreement
------------------------------------------------------
Dynegy Inc. (NYSE:DYN) said the Federal Energy Regulatory
Commission has accepted the settlement of numerous contested
claims relating to western electric energy market transactions
that occurred between January 2000 and June 2001.

The order by the FERC approves a settlement agreement signed on
June 28, 2004 by West Coast Power, L.L.C. - a 50-50 joint venture
between Dynegy and NRG Energy, Inc. - and Pacific Gas and Electric
Company, Southern California Edison, San Diego Gas & Electric
Company and various state agencies.

"The FERC's approval puts behind us a significant amount of
litigation and allows us to focus on our priorities in California,
which include contributing to a reliable electric supply and
collaborating with the state to build an energy infrastructure
that will provide long-term benefits to all stakeholders," said
Bruce A. Williamson, Chairman, President and Chief Executive
Officer of Dynegy Inc.

As part of the settlement, West Coast Power will assign all of its
receivables - approximately $259 million plus interest - from the
California Power Exchange and the California Independent System
Operator to the settling parties for ultimate distribution to all
market participants.  It will also place a total of $22.5 million,
which includes a $3 million settlement with the FERC announced on
Jan. 20, 2004, from West Coast Power-generated cash into escrow
accounts for distribution to various California energy purchasers.

The settlement does not cover civil litigation related to the
California energy markets in which Dynegy and West Coast Power
are, or may be, defendants, and nor does it cover the pending
appeal of a FERC ruling regarding the validity of the current
contract between West Coast Power and the California Department of
Water Resources.

Dynegy Inc. provides electricity, natural gas and natural gas
liquids to customers throughout the United States. Through its
energy businesses, the company owns and operates a diverse
portfolio of assets, including power plants totaling 11,885
megawatts of net generating capacity and gas processing plants
that process approximately 1.8 billion cubic feet of natural gas
per day.

The West Coast Power facilities, totaling approximately 2,000
megawatts of natural gas-fired baseload, intermediate and peaking
generation, are located in southern California.

NRG Energy, Inc. owns and operates a diverse portfolio of
power-generating facilities, primarily in the United States.  Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003.  The Company emerged from chapter
11 on December 5, 2003, under the terms of its confirmed Second
Amended Plan.  James H.M. Sprayregen, P.C., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq. at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring.


OMEGA HEALTHCARE: Releases Third Quarter 2004 Financial Results
---------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) reported results of
operations for the quarter ended Sept. 30, 2004.  The Company also
reported Funds From Operations available to common stockholders
for the three months ended Sept. 30, 2004 of $10.5 million.  The
$10.5 million of FFO available to common stockholders for the
quarter includes the impact of $0.3 million of non-cash restricted
stock amortization expense.  FFO is presented in accordance with
the guidelines for the calculation and reporting of FFO issued by
the National Association of Real Estate Investment Trusts.

                         GAAP Net Income

The Company reported net income available to common stockholders
of $5.1 million and operating revenues of $22.6 million for the
three months ended Sept. 30, 2004. This compares to net income
available to common stockholders of $4,000 and operating revenues
of $21.7 million for the same period in 2003.

                    Third Quarter 2004 Results

Operating revenues for the three months ended September 30, 2004
were $22.6 million.  Operating expenses for the three months ended
September 30, 2004 totaled $7.6 million, comprised of $5.4 million
of depreciation and amortization expense, $1.9 million of general,
administrative and legal expenses and $0.3 million of restricted
stock amortization.  Cash interest expense for the quarter was
$5.9 million.

                           FFO Results

For the three months ended September 30, 2004, reportable FFO
available to common stockholders was $10.5 million compared to
$6.6 million for the same period in 2003.  The $10.5 million of
FFO for the quarter includes the impact of $0.3 million of non-
cash restricted stock amortization associated with the Company's
issuance of restricted stock grants to executive officers during
the quarter.  However, when excluding the $0.3 million of
restricted stock amortization described above in 2004 and certain
non-recurring revenue and expense items in 2003, adjusted FFO was
$10.8 million compared to $10.9 million for the same period in
2003.  For further information, see the attached "Funds From
Operations" schedule and notes.

                    Other Recent Developments

   -- Announced the signing of an agreement to purchase $78.8
      million of new investments.

   -- Re-leased one assisted living facilities for approximately
      $0.2 million of annual rent.

   -- Increased the common dividend per share from $0.18 to $0.19.

                       Investment Activity

Effective Oct. 12, 2004, the Company entered into a binding Put
Agreement whereby the Company agreed to buy the stock and/or
assets of 13 skilled nursing facilities in the State of Ohio for
the purchase price of $78.8 million.  The holder of the Put,
American Health Care Centers, Inc. and its affiliated companies
paid $1,000 and agreed to eliminate the right to repay the current
Omega mortgage in the event the option is not exercised. American
has 90 days from the effective date in which to exercise its
option to sell the properties to the Company, and if the option is
exercised, then the transaction will close within ten days.  A
portion of the purchase price equal to $6.9 million was paid by
the Company to American in 1997 to obtain a separate option to
acquire the properties and will now be applied to the purchase
price in the event the option is exercised by American.  The 13
properties are currently subject to a master lease with Essex
Healthcare Corporation.

The lease and related agreements have six and one half years
remaining and in 2005 annual payments are approximately
$8.9 million with annual escalators.

The Company currently is making a $14 million mortgage loan to
American and its affiliates encumbering 6 of the 13 properties.
The $14 million mortgage loan will be deducted from the purchase
price at closing, making the Company's net investment of new
capital approximately $58 million, after applying the $6.9 million
purchase option and the $14 million mortgage loan.

                      Re-leasing Activity
                      
On October 1, 2004, the Company re-leased one ALF formerly leased
by Alterra Healthcare located in Ohio and representing 36 beds, to
a new operator under a single facility lease.  This lease has a
three-year term and an annual rent of approximately $220,000.

                            Dividends
  
On Oct. 19, 2004, the Company's Board of Directors announced a
common stock dividend of $0.19 per share, an increase of $0.01 per
common share over the per share dividend paid in the prior
quarter.  The common stock dividend will be paid Nov. 15, 2004 to
common stockholders of record on Oct. 29, 2004.  At the date of
this release, the Company had approximately 46.6 million common
shares outstanding.

Also on Oct. 19, 2004, the Company's Board of Directors declared
its regular quarterly dividends for all classes of preferred
stock, payable Nov. 15, 2004 to preferred stockholders of record
on Oct. 29, 2004.  Series B and Series D preferred stockholders of
record on October 29, 2004 will be paid dividends in the amount of
approximately $0.53906 and $0.52344, per preferred share,
respectively, on Nov. 15, 2004.  The liquidation preference for
each of the Company's Series B and D preferred stock is $25.00.
Regular quarterly preferred dividends represent dividends for the
period Aug. 1, 2004 through Oct. 31, 2004 for the Series B and
Series D preferred stock.

               2005 Adjusted FFO Guidance Increased

The Company has increased its 2005 guidance for adjusted FFO
available to common stockholders from a range of $0.96 and
$0.98 per common share to a range of $1.00 to $1.02 per common
share.

The Company's adjusted FFO guidance (and related GAAP earnings
projections) for 2005 excludes the future impacts of gains and
losses on the sales of assets, expenses related to nursing home
operations, additional divestitures, certain one-time revenue and
expense items, capital transactions, and restricted stock
amortization expense.

Reconciliation of the FFO guidance to the Company's projected GAAP
earnings is provided on a schedule attached to this Press Release.
The Company may, from time to time, update its publicly announced
FFO guidance, but it is not obligated to do so.

The Company's FFO guidance is based on a number of assumptions,
which are subject to change and many of which are outside the
control of the Company.  If actual results vary from these
assumptions, the Company's expectations may change.  There can be
no assurance that the Company will achieve these results.

                        About the Company

Omega is a Real Estate Investment Trust investing in and providing
financing to the long-term care industry.  At September 30, 2004,
the Company owned or held mortgages on 205 skilled nursing and
assisted living facilities with approximately 21,900 beds located
in 29 states and operated by 39 third-party healthcare operating
companies.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2004,
Fitch Ratings upgraded its ratings on approximately $300 million
of senior unsecured notes issued by Omega Healthcare Investors,
Inc.'s to 'BB-' from 'B'.  Additionally, Fitch upgraded its
preferred stock rating to 'B' from 'CCC+' on Omega's two series of
outstanding preferred securities.  This includes the $118.5
million of 8.375% series D cumulative redeemable preferred
securities issued in the first quarter of 2004.  In all,
approximately $168 million of preferred securities are affected by
this upgrade.  Fitch has revised the Rating Outlook on Omega to
Stable from Rating Watch Positive.


OREGON ARENA: Gets Interim Nod to Access Noteholders' Collateral
----------------------------------------------------------------
Oregon Arena Corporation obtained a seventh order from the
Honorable Elizabeth Perris of the U.S. Bankruptcy Court for the
District of Oregon that allows the Debtor continued access to cash
collateral to pay on-going business expenses.  That cash
collateral secures repayment of amounts owed to the Debtor's
Noteholders.  

Judge Perris recognizes that if the Debtor is unable to operate
even for a short period of time, the business will be shut down
resulting in tremendous additional losses.  Continued access to
the Noteholders' cash collateral will enable the Debtor to
properly preserve, protect and transition its business and to
maximize the value of its estate for the benefit of its creditors.   

To adequately protect the Noteholders' interests in the cash
collateral:

     * a continuing first priority security interest and a      
       replacement lien on the same type of assets and property
       acquired postpetition is granted;

     * the Debtor is also required to pay $1.2 million monthly
       adequate protection payments to the Noteholders; and

     * the Debtor is required to maintain its current bank
       accounts and cash management system.

The Debtor and the Noteholders agreed to the continued use of the
cash collateral in accordance with a budget through November 30,
2004, projecting:

                               October          November
                               -------          --------
     Operating Expenses     $1,684,050        $2,574,953
     Capital Expenditures      221,250           101,250
                            ----------        ----------
     Total Cash Required    $1,905,699        $2,676,203

Headquartered in Portland, Oregon, Oregon Arena Corporation, owns
Portland's Rose Garden, one of the city's entertainment arenas and
home of the NBA's Portland Trail Blazers.  The company filed for
chapter 11 protection on February 27, 2004 (Bankr. D. Oreg. Case
No. 04-31605).  Paul B. George, Esq., at Foster Pepper Tooze LLP
and R. Michael Farquhar, Esq., at Winstead Sechrest & Minick P.C.,
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed an
estimated assets of more than $10 million and estimated debts of
more than $100 million.


OWENS CORNING: Asks Court to Approve IRS Settlement Agreement
-------------------------------------------------------------
The Internal Revenue Service, Department of Treasury, filed Claim
No. 6276 as an unsecured priority claim for $480,208,531,
representing asserted liabilities of the Debtors to the IRS for
the tax years 1984 through 1999.  J. Kate Stickles, Esq., at Saul
Ewing, LLP, in Wilmington, Delaware, relates that the liabilities
have been the subject of disputes for many years and have caused
the IRS to conduct a prolonged audit of the Debtors.  As a result
of the audit, as well as extensive negotiations between the
parties, an agreement in principle has been reached to resolve the
IRS Claim and the issues raised by the claim.

Although the issues in the IRS Claim are numerous and in many
instances exceedingly complex, they include:

    (a) certain deductions taken by the Debtors;

    (b) the recognition of income from certain insurance
        recoveries;

    (c) the tax treatment for the Debtors' sale of certain stock;

    (d) the tax treatment of certain dividend payments;

    (e) worthless stock losses;

    (f) foreign tax credits;

    (g) finance fees; and

    (h) asserted gains on the sale of certain assets.

The principal terms of the Settlement Agreement are:

    (a) The Debtors' total tax deficiency for the years 1984
        through 1999 will be estimated at $45,616,836, plus
        interest totaling $26,802,498.  In addition, the Debtors
        will be assessed alternative minimum tax for the years
        1987 through 1991 for $23,979,655, plus interest totaling
        $2,635,784.  The Tax Deficiency and the AMT Assessment
        constitute a total settlement payment by the Debtors of
        $69,596,491, plus interest totaling $29,438,282;

    (b) The Settlement Payment will be paid by the Debtors to the
        IRS pursuant to a five-year promissory note to be paid in
        connection with distributions under a plan of
        reorganization to be confirmed in the Debtors' cases under
        Section 1129 of the Bankruptcy Code;

    (c) The Settlement Agreement will resolve all issues with
        respect to the IRS Claim.  The IRS Claim will be reduced
        and allowed as a "priority" claim in the amount of the
        Settlement Payment;

    (d) As part of the settlement, the parties will enter into
        closing agreements relating to certain issues resolved by
        the settlement, including worthless stock losses, bad debt
        deductions and the deductibility of losses relating to the
        sale of stock; and

    (e) The Settlement Agreement will preserve the Debtors' right
        to adjust their taxable income for any of the years
        subject to the Settlement Agreement, which otherwise will
        be closed for federal tax purposes to the extent that any
        competent authority, or other foreign fiscal authority,
        causes an adjustment to the taxable income in any of the
        years at issue.  In addition, the Debtors will preserve
        their right to elect to either claim a deduction for any
        foreign taxes reflected on the returns during the years
        1984-1999 or, alternatively, claim the foreign taxes as a
        credit.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass  
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
represents the Debtors in their restructuring efforts.  At
June 30, 2004, the Company's balance sheet shows $7.3 billion in
assets and a $4.3 billion stockholders' deficit. (Owens Corning
Bankruptcy News, Issue No. 86; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


PARMALAT USA: U.S. Creditors Still Cannot Touch U.S. Assets
-----------------------------------------------------------
Gordon I. MacRae and James Cleaver, as Joint Provisional
Liquidators of Parmalat Capital Finance Limited, Dairy Holdings
Limited, and Food Holdings Limited, agree with Parmalat
Finanziaria SpA to consensually extend the Temporary Restraining
Order.

Accordingly, Judge Drain of the U.S. Bankruptcy Court for the
Southern District of New York adjourns the Bankruptcy Court's
consideration of the Application to December 6, 2004, at
10:00 a.m.  In the interim, Judge Drain enjoins and restrains all
persons subject to the jurisdiction of the U.S. Court from
commencing or continuing any action to collect a prepetition debt
against the Finance Companies without obtaining relief from the
Court.

Any objections to the further continuation of the Preliminary
Injunction must be in writing, filed with the U.S. Bankruptcy
Court for the Southern District of New York, and served by
December 2, 2004.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139). Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil
Gotshal & Manges LLP represent the Debtors in their restructuring
efforts.  On June 30, 2003, the Debtors listed EUR2,001,818,912 in
assets and EUR1,061,786,417 in debts. (Parmalat Bankruptcy News,
Issue No. 33; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PARMALAT USA: Farmland Asks Court to Okay Beyer Farms Settlement
----------------------------------------------------------------
Parmalat USA Corporation and Farmland Dairies, LLC, filed a
lawsuit against Beyer Farms, Inc., Henry Beyer and Michael Beyer
before the Supreme Court of the State of New York in and for the
County of New York to recover:

    (i) a $1,493,141 unpaid balance due, plus interest, for
        goods and services provided to Beyer Farms between
        January 20, 2000, and November 29, 2003, pursuant to a
        Supply Agreement dated December 1, 1998, entered into
        by Beyer Farms and Sunnydale Farms, Inc., Farmland's
        predecessor-in-interest; and

   (ii) a $40,000 unpaid balance for milk, milk products and
        other merchandise sold at an agreed upon price
        commencing on September 4, 1999, through December 4,
        1999, for which Henry and Michael Beyer jointly and
        severally guaranteed payment pursuant to a guarantee
        dated January 20, 2000.

Beyer Farms denies owing the Outstanding Amounts.  Beyer Farms
asserted several counterclaims against Farmland totaling
$1,667,000.  Beyer Farms alleges that:

     -- it is due a credit not less than $337,700 for purchased
        milk and milk products;

     -- Farmland or Parmalat USA breached a December 2003
        agreement to issue Beyer Farms a certain milk and milk
        product wholesale distribution route having a fair market
        value of not less than $300,000, in consideration of
        substantial commercial damages caused to Beyer Farms'
        business by Parmalat USA or its distributor; and

     -- Parmalat USA owes Beyer Farms $1,000,000 as a result of
        Beyer Farms' arrangement for Parmalat USA to become the
        Processor for Dean Foods, Inc., and to supply Beyer Farms
        and Tuscan/Lehigh Dairies, Inc., with milk and milk
        products.

As previously reported, the U.S. Debtors and Beyer Farms agreed
that the automatic stay will be modified solely to permit the
parties to litigate the State Court Action.

After extensive, arm's-length negotiations, Farmland and Beyer
Farms agree to resolve their dispute and dismiss the State Court
Action.  Beyer Farms agrees to pay $1,200,000 to Farmland by
installments.  Beyer Farms will drop its counterclaims.

In the event Beyer Farms defaults on the Settlement Payment, the
Clerk of the State Court is authorized to enter a judgment in
Farmland's favor equal to the Settlement Amount, less payments
received, with interest from November 29, 2003, together with
costs and disbursements.

Farmland asks Judge Drain of the U.S. Bankruptcy Court for the
Southern District of New York to approve the settlement.  The
Agreement provides Farmland, its estate, creditors and all
parties-in-interest with consideration that a court -- in
Farmland's best case scenario -- would ultimately award to
Farmland.  Farmland also avoids the costs and risks attendant to
litigation.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PATHMARK STORES: Weak Sales Prompt S&P to Pare Rating to B
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Pathmark
Stores Inc.  The corporate credit rating was lowered to 'B' from
'B+'.  The outlook is negative.  The downgrade follows the
company's report that it has revised its guidance for fiscal 2004,
primarily due to lower-than-expected sales for the quarter ending
October 30 and its expectation for continued sales weakness in the
fourth quarter.

Standard & Poor's anticipates that EBITDA will now be at the low
end of management's revised expectations of $140 million to
$146 million.  This is down from previous guidance of
$154 million-$165 million, and well below the $190 million
achieved in 2003.  Because of a highly competitive environment,
Pathmark's same-store sales are now likely to be slightly negative
in both the third and fourth quarters of 2004, and gross profit
margins will be narrowed by higher-than-anticipated promotional
spending and markdowns.  Credit measures should be affected by
this drop; lease-adjusted EBITDA coverage of interest is now seen
at only 1.8x for 2004, down from 2.3x in 2003.

"The ratings on Pathmark reflect the company's participation in
the highly competitive supermarket industry, its regional
concentration, and its continued need to make improvements to its
store base since its emergence from bankruptcy in September 2000,"
said Standard & Poor's credit analyst Stella Kapur.  "These risks
are somewhat tempered by the company's good market position in the
greater New York metropolitan area."

Pathmark participates in the highly competitive supermarket
industry in both the greater New York and Philadelphia
metropolitan markets.  Although these markets have some protection
from supercenters and national supermarket chains, competitive
pricing and the ability to secure good real estate for store
growth remain competitive challenges.  The company holds one of
the top three positions in most of its markets, with Shop Rite,
A&P (The Great Atlantic & Pacific Tea Co. Inc.), and Stop & Shop
(Ahold Koninklijke N.V.) as its primary competitors.  Standard &
Poor's believes that Pathmark occupies good real estate locations
and that its large stores have key competitive advantages in its
markets.  The company's stores average about 52,100 square feet,
which is above the industry average and allows for a wide
assortment of products and services.


POTLATCH: Board Declares $2.50 Special Dividend on Common Stock
---------------------------------------------------------------
Directors of Potlatch Corporation (NYSE:PCH) said as a result of
the successful tender offer for the company's $250 million in
senior subordinated notes, the Board authorized the return of $150
million to shareholders, to be equally divided between a special
cash dividend per common share and an accelerated stock repurchase
program through a financial counterparty.

The Board has authorized a $2.50 per share special cash dividend,
payable on Monday, November 29, 2004, to stockholders of record as
of the close of business on Wednesday, November 10, 2004.  Based
on the current 29.7 million shares outstanding, the dividend
payout is expected to total approximately $75 million.  The Board
has also authorized a repurchase of $75 million in common stock to
be implemented through an accelerated stock buyback agreement with
a financial counterparty.  The Board authorization supercedes a
previous authorization to repurchase up to 2 million shares
announced in December 1999, under which authorization 910,900
shares were repurchased.

"The tender offer, which officially closes on November 4, has been
very successful as we have accepted tenders of Notes in an
aggregate principal amount of almost $245 million, consistent with
our Board's priority of reducing debt," noted Penn Siegel,
Potlatch Chairman and Chief Executive Officer.  "As a result, the
Board is now following through with its plan to pass along to
shareholders some of the remaining cash resulting from the sale of
our oriented strand board plants and related assets."

Potlatch is a diversified forest products company with timberlands
in Arkansas, Idaho and Minnesota.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 13, 2004,
Fitch Ratings removed Potlatch Corporation from Rating Watch
Evolving and affirmed the company's senior unsecured debt ratings
at 'BB+' and the senior subordinated ratings at 'BB'.

The Rating Outlook is revised to Stable.


RAINBOW SERVICES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Rainbow Services, LLC
        aka Rainbow Vending
        aka Rainbow Janitorial
        aka Gullett Fencing
        PO Box 682
        Ottumwa, Iowa 52501

Bankruptcy Case No.: 04-06581

Type of Business: The company collects, stores and transports
                  solid waste materials.  See
                  http://www.recycleiowa.org/success.html#rainbow

Chapter 11 Petition Date: October 25, 2004

Court: Southern District of Iowa (Des Moines)

Judge: Lee M. Jackwig

Debtor's Counsel: Jerrold Wanek, Esq.
                  835 Insurance Exchange Building
                  505 Fifth Avenue
                  Des Moines, Iowa 50309
                  Tel: (515) 243-1249
                  Fax: (515) 244-4471

Estimated Assets: [Not Provided]

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 largest unsecured creditors:

    Entity                                Claim Amount
    ------                                ------------
Attwood Electric                               $63,041
23124 Highway 149
PO Box 311
Sigourney, Iowa 52591

General Casualty                               $15,345
PO Box 3109
Milwaukee, Wisconsin 53201-3109

Reinmund & Company                              $6,355
4100 Executive Plaza
Ottumwa, Iowa 52501


RAYOVAC CORP: Moody's Assigns B1 Ratings to Sr. Secured Facilities
------------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to Rayovac
Corporation's senior secured term loan C facilities, affirmed the
company's existing ratings, and revised the outlook on all ratings
to positive from stable.  Borrowings under the term loan C
facilities were used to refinance Rayovac's A & B loans earlier
this year.  The outlook revision reflects the benefits of the debt
refinancing, the rapid integration of the acquired Remington
business, and greater-than-expected stability with respect to
promotional activity in the North American battery market.

These ratings were affected by this action:

   * $257 million senior secured term loan C facility due 2009,
     assigned at B1;

   * E131.75 million senior secured term loan C facility due 2009,
     assigned at B1;

   * Senior implied rating, affirmed at B1;

   * $120 million senior secured revolving credit facility due
     2008, affirmed at B1;

   * E40 million senior secured revolving credit facilty due 2008,
     affirmed at B1;

   * $350 million 8.5% senior subordinated notes due 2013,
     affirmed at B3;

   * Senior unsecured issuer rating, affirmed at B2;

   * $350 million senior secured term loan B facilities due 2009,
     withdrawn at B1;

   * E50 million senior secured term loan A facility due 2008,
     withdrawn at B1;

   * E125 million senior secured term loan B due 2009, withdrawn
     at B1.

The affirmation of Rayovac's ratings and the revision of its
ratings outlook to positive from stable reflect the company's
strong operating performance through 3Q04 (ended June 2004), which
in combination with savings from the Remington integration should
strongly position the company for meaningful debt reduction into
fiscal 2005.  Further, Moody's notes Rayovac has reduced its
exposure to rising interest rates through its credit facility
refinancing, which lowered its borrowing margins, and through
substantial debt repayment using existing cash balances and free
cash flow.

Through June, Rayovac has grown year-over-year sales in all of its
key market segments.  In particular, the company's strength in the
North American battery market is noteworthy, as the company
implemented a revised merchandising strategy without an aggressive
response from its large competitors, which Moody's had noted as a
significant concern in prior rating assessments.  Cash flows
resulting from the company's strong performance have been
reinvested in two smaller strategic acquisitions and used to repay
debt.  In addition, Rayovac completed nearly all aspects of its
integration of Remington through 3Q04 (with the exception of the
consolidation of Remington's manufacturing facility).

The continuation of current operating trends and the Remington
integration are likely to enable Rayovac to generate strong free
cash flow and reduce leverage over the coming year.  Moody's
expects that debt-to-EBITDA levels at or below 3.5x and
double-digit percentage free cash flow relative to funded debt
could provide sufficient cushion relative to potential volatility
in its business lines, and therefore prompt consideration of
higher rating levels.  Moody's recognizes management's strong
acquisition track record, as well as the diversification benefits
of its transactions, and therefore could favorably view
strategically aligned acquisitions that would not materially
increase the company's debt burden.  Organic growth potential
could stem from Remington's penetration of higher price-point
segments or international markets, and from global trends toward
higher-margin alkaline batteries.

However, Moody's notes that Rayovac has historically faced
meaningful competitive actions that have depressed its
profitability and has engaged in large, debt-financed
acquisitions.  Similar developments in the near-term would likely
restrain positive rating pressures, resulting in a stabilization
of the ratings outlook or other negative rating actions.

The company's high leverage remains a significant risk factor
given the presence of well-resourced competitors in all of
Rayovac's key business segments, the challenges of distinguishing
brands in the consumer battery market and consistently developing
successful new products in the electric shaving market, and the
significant concentration of Remington's sales to mass retailers.

Notwithstanding these risks, Rayovac continues to benefit from the
company's leading market positions, well-known and long-lived
brands, and increasing geographic and product diversification.
Although the company is best known as the #3 brand in North
American batteries, Rayovac currently has #1 or #2 market
positions in several non-U.S. battery markets, certain specialty
battery categories (rechargeables and hearing aids) and lighting
products.  Remington also has leading market share in its
categories, with particular strength in lower price-point and foil
electric products.

The B1 rating on Rayovac's term loan facilities is consistent with
ratings on the company's refinanced term loans, and reflects their
priority and majority position in the capital structure, as
supported by stock, asset and intercompany loan pledges and by
certain subsidiary guarantees.  The rating also recognizes
somewhat thin coverage on a tangible asset basis.  Near-term
liquidity is appropriate with sufficient borrowing capacity under
the existing revolving credit facilities and adequate covenant
cushions.

With headquarters in Atlanta, Georgia, Rayovac Corporation is a
global consumer products company with a diverse portfolio of
consumer battery and electric shaving products, primarily under
the Rayovac, VARTA and Remington brands.  Reported sales for the
twelve-month period ended June 2004 were approximately
$1.3 billion.


RCN CORPORATION: Court Extends Removal Period to January 17
-----------------------------------------------------------
On the request of RCN Corporation and, the U.S. Bankruptcy Court
for the Southern District of New York approved the extension of
the Debtors' Removal Period through and including Jan. 17, 2005.

As reported in the Troubled Company Reporter on Oct. 4, 2004, RCN
Cable TV of Chicago, Inc., RCN Entertainment, Inc., ON TV,
Inc., 21st Century Telecom Services, Inc., and RCN Telecom
Services of Virginia, Inc., are from time to time named as party
in state court judicial actions arising in connection with any one
of a variety of matters in which they may be involved.  Because
these Debtors have been primarily focused on stabilizing and
maximizing the value of their business during the pendency of the
Chapter 11 cases, they have not had the opportunity to devote
sufficient time to assess whether there are any pending actions,
which should be removed.

While the Debtors are not aware of any pending state court
litigation to which they are a party, the Debtors require an
extension of their deadline to file notices of removal.
D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in New York, explains that the preservation of the Debtors'
right to remove actions will afford them a sufficient opportunity
to assess whether there are any pending actions that can and
should be removed.

Headquartered in Princeton, New Jersey, RCN Corporation --  
http://www.rcn.com/-- provides bundled Telecommunications   
services.  The Company, along with its affiliates, filed for  
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13638) on  
May 27, 2004.  Frederick D. Morris, Esq., and Jay M. Goffman,  
Esq., at Skadden Arps Slate Meagher & Flom LLP, represent the  
Debtors in their restructuring efforts.  When the Debtors filed  
for protection from their creditors, they listed $1,486,782,000 in
assets and $1,820,323,000 in liabilities. (RCN Corp. Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
215/945-7000)    


RELIANCE GROUP: Liquidator Gets Court Nod on Advantage Notes' Sale
------------------------------------------------------------------
The Commonwealth Court gave M. Diane Koken, the Insurance
Commissioner of the Commonwealth of Pennsylvania as Liquidator of
Reliance Insurance Company, permission to sell two issues of notes
and transfer tax credits.

RIC will sell Guaranteed Notes, Series F and H, issued by  
Advantage Capital Partners VI, Limited Partnership.  RIC will  
also transfer tax credits tied to the ownership of the Notes.   
The Purchaser is a Louisiana limited liability company, LA-GP-I,  
LLC.  David W. Bergman, one of the Managing Directors and equity  
owners of the Partnership owns all membership interests in LA-GP.   
RIC will transfer the related tax credits to its affiliate,  
Advantage Capital Investment Management, LLC, which is the  
sponsoring entity of Advantage VI.  The sale price is $6,500,000.

Larry H. Spector, Esq., at Wolf, Block, Schorr and Solis-Cohen,  
in Philadelphia, Pennsylvania, explains that ACIM is a venture  
capital firm based in New Orleans, Louisiana, that arranges  
venture capital investments in states which provide insurance  
companies with premium tax credits for "qualified" venture  
capital investments.

On September 29, 1998, and September 30, 1999, RIC purchased
Note H and Note F, through a private placement issued by  
Advantage VI.  As part of Louisiana's program to create  
investment incentives, the Notes provide the holder with  
substantial tax credits for qualified insurance premium income  
earned in Louisiana.  The tax credits are valuable to insurance  
companies, which can use the Notes to reduce their taxable  
premium income earned in Louisiana.

Mr. Spector says Notes F and H have a total principal value of  
$2,845,186.  The par value for Note F is $1,571,926, payable on  
October 1, 2008.  The par value of Note H is $2,122,100, which  
has been partially amortized so that outstanding principal is  
$1,273,260.  This amount is payable in six annual installments of  
$212,210 on November 30, from 2004 to 2009.

The Notes are secured by an indenture that created a security  
interest in the assets of Advantage VI.  The collateral includes  
non-callable, zero coupon Treasury securities maturing around  
each principal payment date.

The Notes do not provide interest income.  Rather, in addition to  
principal payments, the holder receives value in the form of  
premium tax credits for taxable premium income earned in  
Louisiana.  The tax credits total $600,000 for Note F and  
$550,000 for Note H, per year.

Because RIC has been placed in runoff status, it does not have  
sufficient qualified premium income from within Louisiana to use  
the tax credits.  RIC has unused premium tax credits of  
$4,716,000 relating to Note F and $4,638,983 relating to Note H.   
Due to the valuable tax credits, RIC paid $5,000,000 for each of  
Notes F and H, for a total of $10,000,000.

Marketing the Notes has been a challenge, says Mr. Spector.  At  
the time of Liquidation, RIC owned three series of Notes, F, H  
and J.  Note J had a par value of $2,234,396, due February 28,  
2007.  In the Fall of 2001, RIC retained three investment firms  
to market the Notes -- Lehman Brothers, Credit Suisse First  
Boston and Raymond James.  The investment firms solicited bids  
from insurance companies that would be able to take advantage of  
the tax credit features of the Notes.  In Fall of 2003, American  
Family Life Assurance Company of Columbus, through CSFB, bid  
$3,915,000 for Note J, which equaled 87% of the amount RIC paid  
for Note J.  RIC had not received any other bids for any of the  
Notes.  Note J had outstanding principal of $2,234,396 and  
carried 6.5 years of remaining tax credits that totaled  
$3,565,386.  In December 2003, the Liquidator sold Note J to  
AFLAC.

CSFB advised the Liquidator that the Note J transaction was not  
worth the effort.  CSFB worked long and hard to find a buyer for  
just one issue of the Notes.  Due to the time and effort relative  
to the profit for providing this service, CSFB was not interested  
in marketing Notes F and H.  Lehman Brothers and Raymond James  
did not produce a single prospective purchaser for any Notes and  
gave no indication that they were willing to continue their  
efforts.

Due to the Notes' proven lack of liquidity, Mr. Spector tells the  
Commonwealth Court that the Notes should be sold now.  RIC  
marketed the Notes for over two years without success.  By  
bargaining over the discount rate used to calculate the stream of  
payments earned through the tax credits, RIC negotiated the  
current purchase price of $6,500,000, which is $600,000 above  
Advantage VI's initial offer of $5,900,000.  RIC will recover  
almost 95% of its original $10,000,000 investment.  RIC will  
receive $6,500,000 through the sale, was able to use $2,145,186  
of the tax credits, and received principal payments on Note H of  
$848,840.  As a result, RIC will garner $9,493,857.

Advantage VI is buying the Notes with the intent of profitably  
selling the tax credits as they become available.  Any subsequent  
purchaser will pay in the neighborhood of $0.75 to $0.85 on the  
dollar.  The tax credits will take about 8.5 years to utilize.

The Liquidator received a letter from Ted Christiansen, Accounts  
Division at A.G. Edwards, stating that LA-GP-I has sufficient  
funds to consummate the transaction.

                         *     *     *

The Purchaser, La-GP-I, L.L.C., will transfer $6,500,000 to:

    Reliance Insurance Company (In Liquidation)
    Mellon Bank, NA
    Pittsburgh, PA
    ABA No. 043000261
    Account No. 034-3134
    Reference: Policy Number 50724-N

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of  
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania. (Reliance Bankruptcy News,
Issue No. 62; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


SANMINA-SCI: Moody's Rates Planned $500M Sr. Sec. Facility Ba1
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed
$500 million, three-year senior secured revolving credit facility
of Sanmina-SCI Corporation.  At the same time, the company's
existing ratings and stable outlook were affirmed.  The rating
affirmation reflects the company's ability in recent quarters to
generate slightly improved sales and margin expansion with the
expectation for widened profitability into 2005 from firmed end
markets' demand, steadied working capital investment and improved
credit statistics.

These new rating has been assigned:

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

These existing ratings have been affirmed:

     (i) Ba2 rating on Sanmina's $750.0 million 10.375% senior
         secured notes (second lien), due 2010;

    (ii) B1 rating on SCI Systems Inc.'s $520 million 3%
         convertible subordinated notes, due 2007 (guaranteed by
         Sanmina-SCI Corporation);

   (iii) B1 rating on Sanmina's $602.1 million (accreted value)
         zero coupon convertible subordinated debentures, due
         2020;

    (iv) Ba2 senior implied rating;

     (v) Ba3 senior unsecured issuer rating; and

    (vi) SGL-1 speculative grade liquidity rating.

The Ba1 rating on the senior secured credit facility reflects the
enforceability of the financing structure and collateral package
as proposed.  This rating reflects the facility's senior position
within the company's capital structure.  Further, the significant
collateral coverage supports its notching up from the Ba2 senior
implied rating.  The facility is secured by a first priority
interest in the borrower's and domestic subsidiaries' assets, as
well as a 100% stock pledge from all domestic subsidiaries and a
65% stock pledge from first tier foreign subsidiaries.  The
facility will also be supported by unconditional joint and several
guarantees from the company's domestic subsidiaries.  Proposed
financial covenants, measured based on mutual agreement with the
bank group concerning core financial data to include EBITDA,
consist of a minimum fixed charge coverage test of 1.75x and a
maximum total leverage test initially set at 5.5x (subsequently,
follows a step-down schedule), both effective for the December
quarter.  The new revolver will be utilized to support working
capital and general corporate purposes.

The affirmed ratings continue to reflect Sanmina's moderately
improved YTD 2004 operating performance, with healthy year-over-
year and fairly consistent sequential net sales growth as well as
margin expansion generated from a recovering enterprise spend
environment and increased contribution from emerging end markets
(industrial & semiconductor, aerospace & defense, medical and
automotive).  Further, the ratings capture the expectation that IT
enterprise spend trends will continue to trend upwards into 2005,
and that increased margins will be attained from high-end markets
sales acceleration, greater internal components sourcing
(particularly driven by the recent Pentex-Schweizer acquisition)
and cumulative restructuring benefits.  The ratings also
incorporate the company's still highly leveraged capital structure
(4.6x total debt and 4.9x rent adjusted total debt to adjusted TTM
EBITDA as of June 2004 ), thin profitability as well as capital
return levels and more modest recent free cash flow generation.

At the same time, the ratings take into account the company's
formidable tier 1 market position serving high margin end markets
that include enterprise computing & storage and communications
infrastructure.  The company's vertical components manufacturing
solution, when operating efficiently and in a "bundled" concept
with Sanmina's burgeoning original design manufacturing and long
established EMS offerings, brings to bear tangible competitive
differentiation in terms of the value proposition delivered to the
various end market OEMs.  The market appeal of these offerings has
been affirmed through recent, across the board program wins
involving industry leading companies.  Looking ahead to 2005, it
is expected that:

   * continued operating performance enhancement (more favorable
     demand dynamics; increased ODM activity; lower cost base;
     more effectively utilized PCB operations),

   * long awaited margins acceleration and a return to moderately
     positive,

   * sustainable free cash flow

will be realized.  

This will only enhance the company's existing significant
liquidity position, represented by its current ~$1 billion cash &
equivalents balance and now complemented by pro forma covenant
compliant access to this new $500 million revolving credit
facility.

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

     (i) more favorable end market demand dynamics;

    (ii) fuller realization of prior period restructuring
         initiatives; and

   (iii) more efficient PCB operating results, driven in part by
         Pentex-Schweizer broadening the total available
         marketplace, lowering the overall cost base and raising
         aggregate utilization levels; and

    (iv) continued ramp of the highly profitable ODM offerings.

Resulting improved credit statistics would consist of total
leverage at or below 3.0x and EBITDA less Capital Expenditures to
Interest at or in excess of 3.0x.  Further, the company would
secure more efficient operating results in the form of a cash
conversion cycle in the low-to-mid 20 days area and returns on
tangible invested capital in the high teens.  Conversely, the
ratings may encounter near term downward pressure from some
combination of the following:

     (i) reversal in recent, favorable sales and margin
         improvements resulting from more sustained softening in
         end markets' demand, as well as associated negative
         operating leverage realized from PCB results; and

    (ii) resulting increased pressures on working capital
         management practices and ability to return / sustain
         positive free cash flow generation.

Such challenges would produce deteriorated credit statistics, to
include total leverage at or in excess of 5.5x and EBITDA less
Capital Expenditures to Interest of less than 2.0x.

Sanmina-SCI Corporation, headquartered in San Jose, California, is
a leading electronics contract manufacturing services company
providing a full spectrum of integrated, value-added solutions.
For the last twelve months ended June 2004, the company generated
approximately $11.6 billion in net sales and $414 million in
Adjusted EBITDA (excludes non-recurring and unusual charges).


SANMINA-SCI: S&P Puts BB Rating on Planned $500M Sr. Sec. Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating to San Jose, California-based Sanmina-SCI Corp.'s proposed
$500 million senior secured facility maturing in 2007.  In
addition, a recovery rating of '1' was assigned to the facility,
indicating expectations for a full recovery of principal in the
event of a default.  The facility, which is not expected to be
drawn, will bolster the company's general liquidity.

At the same time, Standard & Poor's affirmed its outstanding
rating on the company, including the 'BB-' corporate credit
rating.  The outlook is stable.

"The ratings reflect Sanmina's subpar operating performance, low
capacity utilization, and volatile end-market demand, particularly
in communications and computing end markets," said Standard &
Poor's credit analyst Lucy Patricola.  These concerns are
partially offset by the company's top-tier business position, a
customer base of leading original equipment manufacturers -- OEMs,
and longer-term trends favoring electronic manufacturing
outsourcing.

Sanmina-SCI is a leading provider of electronic manufacturing
services -- EMS -- for the computing, telecommunications, and data
communications industries.  The company had about $2 billion in
lease-adjusted total debt as of June 2004.

A severe and prolonged industry downturn, as well as Sanmina-SCI's
strategy of retaining considerable manufacturing capacity pending
a demand upturn, has caused overall capacity utilization to remain
around 60%, well below desired levels and below competitors--low
asset usage continues to pressure credit measures.  In July 2004,
Sanmina-SCI announced a $100 million restructuring charge, of
which $70 million will be cash, to further realign manufacturing
from high cost locations to low cost locations.  Although Sanmina-
SCI has completed several prior restructuring actions over the
past few years, the company continues to maintain more capacity in
high cost locations than its top-tier EMS peers.


SCOTT ACQUISITION: Hires Young Conaway as Co-Counsel
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Scott
Acquisition Corp., and its debtor-affiliates permission to employ
Young Conaway Stargatt & Taylor, LLP, as their bankruptcy co-
counsel.

Young Conaway will:

    a) provide legal advice to the Debtors with respect to their
       powers and duties as debtors in possession in the continued
       operation of their business and management of their
       property;

    b) negotiate, prepare and pursue confirmation of a plan and
       approval of a disclosure statement, and all related
       reorganization agreements and documents;

    c) prepare on behalf of the Debtors necessary applications,
       motions, answers, orders, reports, and other legal papers;

    d) appear in Court and to protect the interests of the Debtors
       before the Court; and

    e) perform all other legal services for the Debtors which may
       be necessary and proper in their bankruptcy proceedings.

Brendan Linehan Shannon, Esq., a Partner at Young Conaway
discloses that the Firm received a $25,000 retainer and it will
avoid unnecessary duplication of services with the Debtors' other
counsel, Kronish Lieb Weiner & Hellman LLP.  Mr. Shannon will bill
the Debtors $450 per hour for his services.

Mr. Shannon reports Young Conaway's professionals bill:

    Professional          Designation       Hourly Rate
    ------------          -----------       -----------
    M. Blake Cleary       Associate           $ 360
    Sean T. Greecher      Associate             225
    Alison Goodman        Associate             200
    Chandra Rudloff       Paralegal             130

To the best of the Debtors' knowledge, Young Conaway is
"disinterested" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Winter Haven, Florida, Scott Acquisition Corp.,  
is a retailer of a wide range of building materials and home  
improvement products serving the "do-it-yourself" market for  
individual homeowners, as well as the professional builder and  
commercial markets.  The Debtors filed for protection on September  
10, 2004 (Bankr. D. Del. Case No. 04-12594).  Brendan Linehan
Shannon Esq., and M. Blake Cleary, Esq., at Young Conaway Stargatt
& Taylor, LLP represent the Debtors in their restructuring
efforts.  When the Company and its debtor-affiliates filed for
protection from its creditors, it reported $45,681,000 in assets
and debts.


SINCLAIR BROADCAST: Moody's Junks $173 Million Preferred Stock
--------------------------------------------------------------
Moody's Investors Service changed Sinclair Broadcast Group's
rating outlook to negative from stable as a result of lower than
expected revenue growth for 2004, followed by the likelihood of
still lower revenues in 2005, a non-election year, and concerns
regarding management focus as evidenced by its intervention in its
stations' traditional programming, exacerbating concerns regarding
the weaker than expected operating environment and corporate
governance.  Moreover, Sinclair's credit metrics were already
weakly positioned for its rating category with debt-to-EBITDA of
close to 8 times and interest coverage under 2 times.  In
addition, Moody's lowered Sinclair's speculative grade liquidity
rating to SGL-3 from SGL-2.  Sinclair's liquidity is considered
adequate for the forward twelve-month rating horizon time frame.

Moody's also affirmed Sinclair's long term ratings, including the:

   -- Ba2 rating on $625 million of senior secured credit
      facilities,

   -- B2 rating on $835 million of senior subordinated notes,

   -- B3 rating on $100 million of convertible senior subordinated
      notes,

   -- Caa1 rating on $173 million of preferred stock,

   -- Ba3 senior implied rating, and

   -- Ba3 senior unsecured issuer rating.

In Moody's opinion, Sinclair management risked its relationship
with many important constituencies, including advertisers as well
as debt and equity stakeholders in order to run a controversial
news special.  The controversial programming appeared to have a
detrimental affect on its relationship with advertisers who did
not want to be affiliated with the news special.  Notably, Moody's
does not currently anticipate a material financial impact as a
result of the news special.

The company's speculative grade liquidity rating has been lowered
to SGL-3 from SGL-2 mostly to reflect increased concerns regarding
the company's flexibility under its bank covenants.  In the
previous Moody's assessment, Sinclair's flexibility was considered
modest and since that time the company has announced lower revenue
expectations.

Should the company's credit metrics not improve measurably over
the next 12 to 18 months as had been previously expected, the
ratings may be lowered.  The rating outlook could return to stable
if key credit and operating metrics provide better flexibility
within the rating category to account for Moody's concerns
regarding management as well as a less robust revenue environment.

Sinclair Broadcast Group owns or operates 62 television stations
in 39 markets.  It is one of the largest operators of television
stations in the United States.  The company is headquartered in
Baltimore, Maryland.


SK GLOBAL: Wachovia Issues $1M Bond to Facilitate Trust Formation
-----------------------------------------------------------------
SK Global America, Inc.'s confirmed Liquidation Plan contemplates
that on the Plan effective date, a creditor trust will be formed
which will be governed by a creditor trust agreement.  One or more
creditor trustees selected in accordance with the terms of the
Creditor Trust Agreement will oversee the Trust.

In accordance with the terms of the Creditor Trust Agreement and
the Confirmation Order, Moon Ho Kim will serve as the initial
creditor trustee to the Creditor Trust.

As a condition to serving as a Creditor Trustee, the Creditor
Trustee is required to post a bond of not less than $1,000,000, in
favor of the Creditor Trust.

The parties have identified a company willing to issue the
$1,000,000 bond, subject to a condition that the Bond be fully
secured by a standby letter of credit, in favor of the bonding
company issued by a national bank.

Wachovia Bank, National Association is willing to issue the
Standby L/C to secure the Bond, subject to a condition that the
Creditor Trustee or SK Global establish and fund a collateral
account with $1,000,000 of cash collateral, and pledge the account
to Wachovia as security for the Standby L/C.

On the Debtor's behalf, SK Networks, Co., Ltd., made installment
payments of $36,746,558 on the KEB Junior Secured Claims on July
31, 2004, and September 30, 2004.  This entitles SK Networks to be
reimbursed in cash directly from the Debtor or the Creditor Trust
on the Effective Date.

SK Networks is willing to make available the cash necessary to
collateralize the Standby L/C out of distributions to be made by
the Debtor to SK Networks on the Effective Date on account of the
KEB Installment Payments.

In a Court-approved stipulation, the parties agreed that:

    (a) SK Networks will forbear on its receipt on the Effective
        Date, from the KEB Installment Payment Distribution, of
        $1,000,000 cash -- the L/C Funding Amount -- it being
        understood that SK Networks' entitlement to the KEB
        Installment Payment Distribution will be subject to
        reduction in an amount equal to the L/C Funding Amount
        less the Remaining L/C Balance.

    (b) The Debtor and Mr. Kim are each authorized to take all
        actions necessary to obtain the Bond and the Standby L/C,
        including, but not limited to:

           -- execution of the Standby LC agreement and the
              security agreement; and

           -- opening of the Collateral Account.

        Mr. Kim is authorized to execute any of the Standby L/C
        agreement, security agreement and the Collateral Account
        -- the L/C Documents -- in his capacity as trustee for the
        Creditor Trust, notwithstanding the fact that his
        appointment is not effective until the issuance of the
        Bond.

    (c) On or immediately before the Effective Date, the Debtor
        will transfer the L/C Funding Amount to Wachovia to fund
        the Collateral Account to secure Wachovia's contingent
        reimbursement claims under the L/C Documents.

    (d) On the Effective Date, the Stipulation and Order will be
        deemed to be a security agreement, mortgage, pledge and
        encumbrance for the purpose of granting and perfecting
        Wachovia's security interest in, and first priority lien
        on, the Collateral Account and all funds there.  The
        security interest in, and first priority lien on, the
        Collateral Account and its contents will be deemed
        effective and perfected as of the Effective Date.  For
        security purposes, all interests in the Collateral
        Account and its contents are assigned and transferred to
        Wachovia.  The Collateral Account will remain as security
        until the termination of the Bond and the expiration of
        the Standby L/C.  No other claims may be made against the
        Collateral Account except those arising under the terms of
        the L/C Documents.

    (e) On the Effective Date, Wachovia will issue a letter of
        credit in favor of the bonding company equal to
        $1,000,000, as security for the Creditor Trustee's
        obligations.

    (f) The Collateral Account will be opened in the Creditor
        Trustee's name, on behalf of the Creditor Trust.  Upon
        termination of the Bond and the expiration of the Standby
        L/C, Wachovia will transfer any remaining L/C Funding
        Amount to SK Networks.

    (g) All actions taken pursuant to the Stipulation and Order
        will constitute actions taken in furtherance of the
        confirmed Plan and its consummation.  The contemplated
        transfers and other actions disclosed will be deemed to
        have occurred on the Effective Date.  To the extent there
        are any inconsistencies between the Stipulation and Order
        and the Plan or the Creditor Trust Agreement, the
        Stipulation and Order will control and supercede the Plan
        or the Creditor Trust Agreement.

                           *     *     *

On October 21, 2004, the Creditor Trust was established for the
purposes set forth in the Plan and the Creditor Trust Agreement.

A final, executed version of the Creditor Trust Agreement,
together with a copy of the required Creditor Trustee Bond, has
been filed with the Bankruptcy Court.

A free copy of the Creditor Trust Agreement is available at:

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

A free copy of the Creditor Trust Bond is available at:

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

Headquartered in Fort Lee, New Jersey, SK Global America, Inc., is
a subsidiary of SK Global Co., Ltd., one of the world's leading
trading companies.  The Debtors file for chapter 11 protection on
July 21, 2003 (Bankr. S.D.N.Y. Case No. 03-14625).  Albert Togut,
Esq., and Scott E. Ratner, Esq., at Togut, Segal & Segal, LLP,
represent the Debtors in their restructuring efforts.  When they
filed for bankruptcy, the Debtors reported $3,268,611,000 in
assets and $3,167,800,000 of liabilities. SK Global America,
Inc.'s Chapter 11 Plan of Liquidation became effective on
October 21, 2004. (SK Global Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOLUTIA INC: Retirees Committee Wants to Maintain Benefit Payments
------------------------------------------------------------------
Solutia, Inc., recently notified its active employees of a new
health, medical and prescription drug plan to become effective on
January 1, 2005.  The Official Committee of Retirees believes that
the New Active Plan, despite the Debtors' initial assurances to
the contrary, would unilaterally modify prepetition retiree
benefits without judicial oversight and without compliance to
Section 1114 of the Bankruptcy Code.

Daniel D. Doyle, Esq., at Spencer, Fane, Britt & Browne, LLP, in
St. Louis, Missouri, relates that the New Active Plan would affect
the retirement benefits of some 2,500 retirees, 110 surviving
spouses, and 2,800 dependent spouses.  The New Active Plan would
detrimentally affect benefits for retirees not yet eligible for
Medicare benefits.  Retirees who are non-Medicare eligible
participants must choose from several new health plans in
October 2004.

The Retirees Committee learned of the New Active Plan only through
recent communications with active Solutia employees.  In a
communication to employees, Solutia's chief executive officer
Jeffry N. Quinn stated that the New Active Plan would not affect
current retirees.  The current retirees' benefits were to be dealt
with in Solutia's bankruptcy proceedings, and the current retirees
were to be directly notified of any proposed changes.  However, no
notice has been sent to the Retirees Committee, its members, or
apparently to any current retirees of any changes in retiree
benefits from those provided in the current plan.

                   The 2002 Retiree Health Plan

In 1997, Solutia filed a class action against retirees shortly
after it was spun off from Monsanto.  Solutia sought a declaration
from the U.S. District Court for the Northern District of Florida
that it could unilaterally modify retiree benefit obligations
assigned by Monsanto.  A settlement approved on November 1, 2001,
placed union and non-hourly retirees in eight groups, each
entitled to specific benefits under the Solutia, Inc., Medical
Benefits Plan for Retirees.

The 2002 Retiree Health Plan provides for non-Medicare eligible
participants to pay deductibles and portions of medical expenses
to be determined by the Plan.  Medical benefits for non-Medicare
eligible participants similarly are subject to the terms and
limitations of the Plan.

Mr. Doyle tells Judge Beatty that the provisions of the 2002
Retiree Health Plan dealing with amendment of the Plan are self-
contradictory.   The 2002 Retiree Health Plan prohibits any
termination or modification that, cumulatively, would materially
and adversely affect benefits or costs, or would be unfair to the
plan participants.

Solutia retained the rights to amend or terminate the 2002 Retiree
Health Plan as to Groups IIB and V after January 1, 2007.  On the
other hand, Solutia may change the Plan if the changes affect both
the active employees and the non-Medicare eligible participants to
the same extent, regardless of whether the non-Medicare eligible
participants are adversely and materially prejudiced.

A plan with similar provisions, the Solutia Inc. Medical Benefits
Plan for Retirees (Post Settlement), was established for those who
retired from Solutia after December 31, 2002.  Neither the
2002 Retiree Health Plan nor the Post Settlement Plan has an
expiration date.

              Debtors Can't Modify Current Benefits

The Retiree Committee wants to be assured that establishing a New
Active Plan will not in any way affect the amount of or
entitlement to retirement benefits to be paid by Solutia to or for
the retirees in these Chapter 11 cases.

Accordingly, the Retirees Committee asks the Court to compel the
Debtors to maintain retiree benefit payments as of the Petition
Date and to comply with Section 1114 before any modification
whatsoever of retiree benefits during their Chapter 11 cases.

"At issue is whether the Debtors may freely and unilaterally
modify current retiree benefits if benefit plan documents allow
it, without authorization from the Court and without following the
procedures set out in 11 U.S.C. Section 1114," Mr. Doyle says.  
"The Debtors must ensure that the retiree benefits as they existed
on the Petition Date will be unaltered by the New Active Plan,
absent compliance with Section 1114(g) and (h)."

Section 1114 prohibits a debtor from terminating or modifying any
retiree benefits during the Chapter 11 case.  The statute's
unambiguous language implicitly assumes the debtor may lawfully
otherwise modify the retiree benefits but for Section 1114.  
Benefit plans that can be modified by its sponsors are not
expressly excepted from the reach of the Statute.

Mr. Doyle contends that the Debtors failed to comply with Section
1114 before acting to modify retiree benefit payments by
establishing of New Active Plan.  By evading the Section 1114
process and unilaterally acting to modify retiree benefits, the
Debtors denied the retirees of the benefit of an impartial,
reasoned, and supported decision on whether those benefit
modifications are necessary for the Debtors' reorganization.  The
Debtors should be compelled to follow the procedures in Section
1114 to ensure that health, medical and prescription drug benefits
for some 5,500 retirees, spouses and dependents who are not
eligible for Medicare are not reduced.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a  
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  (Solutia Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPECIALTY MARINE: Case Summary & 81 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Specialty Marine, Inc.
             PO Box 2853
             Hammond, Louisiana 70404

Bankruptcy Case No.: 04-18000

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Specialty Offshore, Inc.                   04-17998
      Specialty Diving of Louisiana, Inc.        04-17999
      Specialty Rentals, Inc.                    04-18001

Type of Business:  The Company is a leader in the underwater
                   cleaning, examination and repair of vessels
                   from yachts to super tankers.  This includes
                   anode replacement, sea valve change, underwater
                   welding and replacement of propellers, shafts,
                   shaft bearings, and entire bow thruster
                   tunnels.  See http://www.sdive.com/

Chapter 11 Petition Date: October 22, 2004

Court: Eastern District of Louisiana (New Orleans)

Judge: Thomas M. Brahney III

Debtor's Counsel: Christopher T. Caplinger, Esq.
                  Stewart F. Peck, Esq.
                  Lugenbuhl, Wheaton, Peck, Rankin & Hubbard
                  601 Poydras Street, Suite 2775
                  New Orleans, Louisiana 70130
                  Tel: (504) 568-1990
                  Fax: (504) 529-7418

                             Total Assets       Total Debts
                             ------------       -----------
Specialty Marine, Inc.     $1M to $10M      $1M to $10M
Specialty Offshore, Inc.   $500,000 to $1M  $500,000 to $1M
Specialty Diving of
      Louisiana, Inc.      $500,000 to $1M  $100,000 to $500,000
Specialty Rentals, Inc.    $500,000 to $1M  $100,000 to $500,000


A.  Specialty Marine, Inc.'s 19 largest unsecured creditors:

    Entity                                Claim Amount
    ------                                ------------
Hill City Oil Company, Incorporated            $21,499

Petroleum Communications                       $17,515

ORM, Inc.                                      $16,603

Spyridon, Koch & Palermo                        $7,785

ABS, America                                    $9,207

Berry Brothers Contractors                      $6,200

MBNA                                            $6,100

Universal Sodexho                               $5,267

LaPorte, Sehrt, Romig & Hand                    $3,399

Diesel Source                                   $2,454

Preferred Electric Company                      $2,171

John W. Stone Oil Distributor                   $1,722

Fabacher, Inc.                                  $1,598

Shannon Hardware                                $1,117

Elmwood Marine Services                         $1,084

Tech Oil Products                                 $775

Osborn & Osborn                                   $650

Donovan Marine                                    $619

Coastal Wire & Rope                               $485


B.  Specialty Offshore, Inc.'s 20 largest unsecured creditors:

    Entity                                Claim Amount
    ------                                ------------
Seatronics                                     $77,980

Fugro Chance, Inc.                             $69,857

Lakeside Supermarket                           $36,047

Ampol                                          $35,332

Herman Rentals, Inc.                           $35,185

Operator Qualification Solution Group          $21,000

Morgan City Rentals                            $17,945

Kevin Gros Consulting                          $15,482

Aeriform Gas & Equipment                       $11,302

Aqua Air Industries, Inc.                      $13,081

Spyridon, Koch & Palermo LLC                   $10,951

B & B Pump & Equipment                         $10,101

Petroquip, Inc.                                 $9,531

EDG                                             $9,390

Cochrane Technologies, Inc.                     $9,361

Sta-Sea Offshore Rentals                        $6,680

Sonoco                                          $6,200

Hytorc Division Corporation                     $6,000

Road Runner Hot Shot                            $5,936

R & R Engine Repair                             $5,511


C.  Specialty Diving of Louisiana, Inc.'s 20 largest unsecured
    creditors:

    Entity                                Claim Amount
    ------                                ------------
Spyridon, Koch, Wallace & Palermo              $37,048

Master Builders, Inc.                          $35,000

Waguespack, Seago & Carmichael                 $18,184

Aqua Air Industries, Inc.                       $6,275

LaPorte, Sehrt, Romig & Hand, APA               $5,200

Shannon Hardware                                $4,832

Action Rental Sales                             $4,242

Ladd Supply                                     $3,412

North Oaks Health System                        $3,238

Office Depot                                    $3,000

Volks Constructors                              $3,000

Office Max                                      $2,601

Gator Supply Company, Inc.                      $2,093

Wilkins Weather                                 $1,938

Platinum Plus for Business                      $1,789

Kelly Temporary Service                         $1,701

G & M Rentals                                   $1,665

Days Inn - Moss Point                           $1,628

Manpower, Inc.                                  $1,533

Willtom Inc.                                    $1,524


D.  Specialty Rentals, Inc.'s 22 largest unsecured creditors:

    Entity                                Claim Amount
    ------                                ------------
Seatronics                                     $77,980

Fugro Chance, Inc.                             $69,857

Spyridon, Koch, Wallace & Palermo              $37,018

Lakeside Supermarket                           $36,047

Ampol                                          $35,332

Herman Rentals, Inc.                           $35,185

Master Builders, Inc.                          $35,000

Operator Qualification Solution Group          $21,000

Waguespack, Seago & Carmichael                 $18,184

Morgan City Rentals                            $17,945

Kevin Gros Consulting                          $15,482

Aqua Air Industries, Inc.                      $13,081

Aeriform Gas & Equipment                       $10,951

Spyridon, Koch & Palermo LLC                   $10,951

B & B Pump & Equipment                         $10,101

Petroquip, Inc.                                 $9,531

EDG                                             $9,390

Cochrane Technologies, Inc.                     $9,361

Sta-Sea Offshore Rentals                        $6,680

Aqua Air Industries, Inc.                       $6,275

Road Runner Hot Shot                            $5,936

R & R Engine Repair                             $5,511


SPIEGEL INC: Wants to Assume Computer Association License Deal
--------------------------------------------------------------
Computer Associates International, Inc., provides software that  
permits Spiegel Inc. and its debtor-affiliates to operate their
complex, large-scale computer systems.  Pursuant to an Aug. 15,
2001, license agreement, Computer Associates granted the Debtors a
non-exclusive license to use certain of its proprietary software.  
Under the Confidentiality Order, the Debtors are authorized to
file under seal the License Agreement.

The License Agreement sets forth various obligations and duties  
on the part of Computer Associates, including generally:

   * the requirement to provide support and maintenance and to  
     deliver any enhancements in the Software, warranties,  
     and restrictions on the Debtors' use of the Software; and

   * the Debtors' requirement to pay taxes and duties on the  
     Software.

The License Agreement also sets forth the specific Software  
provided to the Debtors, the payment terms, length of use, and  
use-rate capacity.  Use-rate capacity is the number of commands  
the Software is capable of processing per second and is measured  
in "millions of instructions per second" or MIPS.

Marc B. Hankin, Esq., at Shearman & Sterling LLP, in New York,  
relates that the recent sale of substantially all of the assets  
of Spiegel Catalog, Inc., Newport News, Inc., and certain of  
their affiliates has resulted in a material reduction of the  
Debtors' use-rate needs, as the Software is now only employed by  
the Debtors in connection with the Eddie Bauer business.  The  
Software facilitates the operation of Eddie Bauer's order entry  
systems, customer service systems, merchandising systems,  
customer database systems, order-processing systems and  
warehousing systems.

Given the Software's essential nature to the operation of the  
Eddie Bauer business, the Debtors sought to renegotiate the terms  
of the License Agreement.  After arm's-length negotiations, the  
Debtors and Computer Associates agree to a second amendment of  
the License Agreement.  The parties agree that the Debtors will:

   -- have continued use of the Software through Aug. 14, 2006,
      at a reduced number of MIPS and at a reduced license fee;

   -- assume the Amended License Agreement; and

   -- satisfy their obligation to pay cure costs in connection
      with the assumption of the Agreement by paying Computer
      Associates and its affiliate CA Financial, Inc., $107,223,
      which is the sum of the prepetition amounts due and owing
      under the License Agreement.

Mr. Hankin informs the Court that CIT Financial USA, Inc., filed  
Claim No. 4137 against the Debtors on behalf of Computer  
Associates and CA Financial amounting $107,223, for all  
prepetition amounts due and owing under the License Agreement.

By this motion, the Debtors seek the Court's authority to assume  
the License Agreement and to execute and perform under the  
Amended License Agreement.  In connection with the assumption,  
the Debtors further ask the Court to expunge the CIT Claim.

The Debtors believe that it would be difficult, if not  
impossible, for them to locate another software provider capable  
of meeting all their computer program needs and enter into an  
agreement that satisfies those needs on similar or as  
advantageous terms.  Even if the Debtors could locate an adequate  
software provider, the time and cost that would be required to  
find this provider, enter into an agreement, and install and  
integrate adequate replacement software, would be prohibitive.

Mr. Hankin also notes that if the Debtors are not authorized to  
execute and perform under the Amended License Agreement, they  
will be required to continue their former contractual  
relationship with Computer Associates under substantially less  
favorable terms.  The Debtors would be forced to pay higher  
license fees for computer programs and a MIPS rate that is no  
longer necessary to their business, resulting in significant  
losses to their estates.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general  
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  (Spiegel Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


ST. JOHN KNITS: Moody's Outlook on Low-B Ratings Turns Negative
---------------------------------------------------------------
Moody's Investors Service affirmed St. John Knits International,
Inc.'s Ba3 senior secured and B3 senior subordinate ratings, but
revised the outlook to negative from stable.

The outlook revision recognizes the company's more challenging
business prospects as reflected by the decline in the company's
operating margin, a weaker operating cash flow, and the greater
market and inventory risks associated with the shift in the
company's distribution strategy to greater concentration of sales
in its retail stores.  The negative outlook also recognizes that
the end of the Multi-fiber Agreement may increase the potential
for greater competition from imports.

For the LTM ending 8/1/04 the EBIT margin declined to 13.2% and
net cash flow from operating activities, at $32.4 million, was
only 8.2% of proforma adjusted debt.

The ratings continue to reflect St. John Knits' high leverage and
weak balance sheet (with a stockholder's deficit).  For the LTM
ending 8/1/04, Adjusted Debt (debt plus 8X rent) to EBITDAR, (on a
proforma basis to account for the July 2004 sale and lease-back of
properties in Irvine, CA) remained high, at 4.4 times.

At the same time, the ratings are supported by the reduction in
SJKI's debt, the increased sales, and recognize the continued
reinvestment in the company's brand.  Sales increased in 2003 by
2.2% to $370 million and for the LTM ending 8/1/04 are up to
$396 million.  The company's sales increase is the result of
higher revenues from the company's own stores and strong
international sales, while wholesale-U.S. continues to decline.

Negative rating action could result if EBIT Margin, Free Cash Flow
to Adjusted Debt, cash flow from operations, or leverage (adjusted
debt to EBITDAR) do not improve.

Moody's notes that it will monitor SJKI's recent management
changes and governance challenges associated with the closely held
nature of the company.

The outlook for these ratings were revised to negative:

   * Senior Implied B1
   * Issuer Rating B2
   * $115 Million Senior Secured Term Loan Facility, due 2007 Ba3
   * $25 Million Revolving Credit Facility, due 2005 Ba3
   * $100 Million Senior Subordinate, due 2009 B3

Headquartered in Irvine, California, St. John Knits International,
Inc. is a leading designer and producer of fine women's clothing
and accessories.  Its core product is classic women's business,
casual, and leisure knit-wear.  St. John Knits also designs,
produces, and markets sportswear and jewelry and designs and
markets shoes and other accessories.  St. John Knits was founded
by Marie and Robert Gray in 1962. The company distributes
wholesale to leading high-end retailers and through its own
network of boutiques and outlets in the U.S. The company also
supplies specialty stores in 27 foreign countries.  The company's
reported revenues were approximately $370 million for the fiscal
year ended November 2, 2003.


STRATOS GLOBAL: Moody's Assigns Initial Ba2 Senior Secured Rating
-----------------------------------------------------------------
Moody's Investors Service assigned initial ratings to Stratos
Global Corporation of:

      * (P) Ba2 Senior Implied,
      * (P) Ba2 Senior Secured,
      * (P) Ba3 Issuer, and
      * SGL-1.

All long-term ratings are stable.  The ratings are prospective for
the successful completion of the company's planned US$150 million
debt refinancing.

The Senior Implied rating is supported by stable, if slow growing,
revenues and cash flows arising from Stratos' global position as
one of the world's largest providers of mobile communications
services to maritime and other remote locations.  Stratos'
diversification by product, based on its presence in fixed
satellite and microwave services, as well as its diversified
industry, customer and geographic market mix, also stabilize the
revenue.  These competitive advantages, combined with a low cost
base and low reinvestment requirements, would enable Stratos to
repay pro-forma debt within two to three years, in Moody's
opinion, absent acquisitions.  The ratings are constrained by

   (1) Moody's view that Stratos is likely to seek growth through
       debt-funded acquisitions, possibly increasing leverage,

   (2) Stratos' dependence on a single satellite operator, and

   (3) a management group that was largely not involved in
       Stratos' previous four acquisitions and are therefore
       untested in their ability to make acquisitions in the
       future.

The rating is stable as Moody's expects organically improving
financial metrics to be offset by future acquisitions.

The Senior Secured debt is rated the same as the Senior Implied
rating because it is the only class of debt in the company.  The
Issuer rating is notched one below the Senior Implied rating to
reflect its subordinated claim to assets and cash flow behind the
Senior Secured debt.

The rating might be considered for upgrade if Moody's were to
develop confidence that acquisitions will not strain Stratos'
future creditworthiness.  The ratings might be considered for
downgrade if Stratos were to make an acquisition that was to
decrease Moody's expectation of the ratio of free cash flow (cash
from operations less capital expenditures and dividends) to total
debt to less than 5%.

The speculative grade liquidity rating of SGL-1 reflects, in
Moody's view, an excellent liquidity position.  In the next twelve
months, Stratos will have de minimus debt maturities that will be
fully covered by free cash flow generation, augmented by cash
balances and a committed unused bank revolver, and significant
covenant headroom, although alternate sources of liquidity are not
likely available as the company's assets are already secured.

Stratos and three other companies are responsible for about 80% of
Inmarsat's (a global satellite network operator) mobile
communications services revenue, and all of these companies
recently renewed their contractual arrangements with Inmarsat
until April 2009.  This group might consolidate further in the
future, in Moody's view, and Stratos may either be an acquirer or
face increased competition through some combination of its
competitors.  Stratos is also dependent on Inmarsat (Senior
Implied Ba3) for over half its own revenue, although it also
offers fixed satellite services and (mature) microwave
communications primarily in the Gulf of Mexico.  Much of Stratos'
revenue is from the government and military, offshore oil and gas,
and maritime shipping sectors, and Moody's does not expect
significant volatility in demand from these sources (other than
war-related communications demand).  Moody's expects the company
to seek growth from increasing demand for broadband mobile
communications (Inmarsat is expected to launch broadband
satellites in the near term) and through acquisitions in either or
both the mobile satellite or fixed satellite services sector.

Moody's expects Stratos to produce about US$40 million of free
cash flow in each of 2005 and 2006, which compares very favourably
to expected net debt at the end of this year of US$80-90 million.
Moody's does not, however, expect the company to de-lever to the
extent suggested by existing free cash flow, but to use this
financial flexibility to expand through acquisition.  Moody's
recognizes that in-market acquisitions might not damage the
company's credit profile or affect the rating.

Debt Ratings affected by this action:

      * Senior Implied (P) Ba2
      * Senior Secured (P) Ba2
      * Revolver Authorization, due November 2009 US$25 million
      * US$125mm Term Loan B, due November 2010 US$125 million

Stratos Global Corporation is a global provider of mobile and
fixed satellite-based communications services, with headquarters
in St John's, Newfoundland, Canada, and executive offices in
Bethesda, Maryland.


STRATOS GLOBAL: S&P Rates Planned $150M Sr. Sec. Facility BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to Stratos Global Corp., a global provider
of remote telecommunications services.  At the same time, Standard
& Poor's assigned its 'BB-' bank loan rating and a '3' recovery
rating to the company's proposed US$150 million senior secured
credit facility with final maturity in 2010, which is secured by
substantially all of the company's assets.

The '3' recovery rating indicates expectations for a meaningful
(50%-80%) recovery of principal in the event of a default or
bankruptcy.  Use of proceeds will be to refinance existing debt of
about US$125 million, while the remainder will be available for
general corporate purposes.  The outlook is stable.

"The ratings on Stratos reflect the below-average industry profile
of the remote communications sector, which is a highly competitive
niche segment within the broader telecommunications sector," said
Standard & Poor's credit analyst Joe Morin.  The company's
financial risk profile is also considered below average, due to
relatively low profit margins.

Stratos generates more than 70% of its revenues and segment
earnings from the mobile satellite services -- MSS -- industry as
a distributor of satellite capacity, primarily through Inmarsat.
Although there are only a small number of MSS satellite
constellations globally, the industry is fragmented and
competitive as the vast majority of MSS are provided on a
wholesale basis through a network of distributors.  Similarly,
Stratos' other major business segment, broadband services, which
involves the provision of data services to remote locations via
satellite or microwave solutions, is also highly fragmented and
competitive.

The ratings are supported by the expectation that Stratos will
continue to remain an industry leader within this niche segment of
the telecommunications industry.  Stratos is the leading provider
of Inmarsat MSS and is also one of the leading providers of remote
broadband communications through other technologies such as fixed
satellite services and microwave-based solutions.  Stratos'
success to date is based on its ability to provide customized
voice and data solutions for a variety of end-users with remote
communications needs.  Stratos has developed a solid reputation
and demonstrated its ability to grow revenues within its key
vertical segments: government and military; oil and gas; and
maritime services.

The stable outlook reflects Standard & Poor's expectations for
continued modest growth for Stratos and maintenance of its
competitive position within the remote communications sector.  The
company has a relatively conservative level of debt providing it
with some flexibility within the ratings category.


STRAWBRIDGE LIMITED: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Strawbridge Limited Partnership
        dba Strawbridge Green Apartments
        4649 Strawbridge Street
        Indianapolis, Indiana 46237

Bankruptcy Case No.: 04-19459

Type of Business:  The Company acquires and rehabilitates
                   real estate.  Strawbridge Green, managed by
                   Flaherty & Collins Properties, is a 190-unit
                   townhouse and apartment complex.

Chapter 11 Petition Date: October 20, 2004

Court: Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch

Debtor's Counsel: Wendy D. Brewer, Esq.
                  Timothy A. Hammons, Esq.
                  Barnes & Thornburg LLP
                  11 South Meridian Street
                  Indianapolis, Indiana 46204
                  Tel: (317) 236-1313
                  Fax: (317) 231-7433

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 largest unsecured creditors:

    Entity                      Nature Of Claim     Claim Amount
    ------                      ---------------     ------------
Partnership Equities, Inc.                              $633,979
6880 Tussing Road
Reynoldsburg, Ohio 43068

Wallick Properties              Trade Payroll           $215,640
6880 Tussing Road
Reynoldsburg, Ohio 43068

Realmark                                                $190,000
2350 North Forest Road
Suite 12A
Getzville, New York 14068

Franklin Capital Partners Inc   Loan                    $173,434

Marion County Treasurer         Taxes                   $129,997

Wallick Construction Company                             $95,710

Sherwin Williams                Paint                    $23,241

J & J Painting                  Painting                 $11,520

J. Frank Pounds                 Trade Debt               $10,409

Par 5 Lawn Care                 Lawn Care                $10,356

Meyers Protection Service                                 $6,798

Reznick Fedder & Silverman                                $5,720

Century Maintenance             Trade Debt                $4,867

Circle City Carpet Care         Trade Debt                $4,465

Indianapolis Apartment Guide    Advertising               $4,400

Cardinal Accounts, Inc.         Trade Debt                $4,266

APCO Fasteners, Inc.            Trade Debt                $2,162

Indianapolis Star               Advertising               $3,165

Oakleaf Waste Management                                  $2,900

Leslie's Pool Supplies          Trade Debt                $2,236


TECHNEGLAS INC: Committee Wants to Hire Squire Sanders as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Techneglas, Inc.,
and its debtor-affiliates asks the U.S. Bankruptcy Court for the
Southern District of Ohio for permission to employ Squire, Sanders
& Dempsey LLP, as its counsel.

Squire Sanders is expected to:

    a) advise the Committee with respect to its rights, powers and
       duties in the Debtor's bankruptcy case;

    b) assist and advise the Committee in its consultations with
       the Debtor in relation to the administration of its
       bankruptcy case;

    c) assist the Committee in analyzing the claims of the
       Debtor's creditors and in negotiations with these
       creditors;

    d) assist with the Committee's investigation of the acts,
       conduct, assets, rights, liabilities and financial
       condition of the Debtor and the operation of its business;

    e) advise the Committee in connection with any proposed sales
       of the assets of the Debtor;

    f) investigate, file and prosecute litigation in behalf of the
       Committee;

    g) assist the Committee in its analysis and negotiations with
       the Debtor or any third party concerning matters related to
       the terms of a plan of reorganization or liquidation for
       the Debtor;

    h) assist and advise the Committee with respect to its
       communications with the general creditor body regarding
       significant matters in the Debtor's bankruptcy case;

    i) represent the Committee at hearings and other proceedings;

    j) review and analyze applications, orders, statements of
       operations and schedules filed with the Court and advise
       the Committee with their propriety;

    k) assist the Committee in preparing pleadings and
       applications as may be necessary in furthering the
       Committee's interests and objectives; and

    l) perform other legal services that are deemed to be in the
       interests of the Committee in accordance with its powers
       and duties as set forth in the Bankruptcy Code.

Tim J. Robinson, Esq., Kim D. Seaton, Esq., and Kristin E.
Richner, Esq., are the lead attorneys who'll represent the
Committee.  Mr. Robinson will bill the Debtors $340 per hour for
his services, while Ms. Seaton will charge $240 per hour and Ms.
Richner will charge $215 per hour.

Mr. Robinson reports Squire Sanders' professionals bill:

         Designation                  Hourly Rate
         -----------                  -----------
         Partners                     $495 - 315
         Associates/Counsel            395 - 185
         Legal Assistants              140 - 135

Squire Sanders does not represent any interest adverse to the
Committee, the Debtor or its estate.

Headquartered in Columbus, Ohio, Techneglas, Inc. --  
http://techneglas.com/-- manufactures television glass (CRT   
panels, CRT funnels, solder glass and specialty glass), dopant  
sources, glass resins and specialty bulbs.  The Company and its  
debtor-affiliates filed for chapter 11 protection on
September 1, 2004 (Bankr. S.D. Ohio Case No. 04-63788).  David L.
Eaton, Esq., Kelly K. Frazier, Esq., and Marc J. Carmel, Esq., at
Kirkland & Ellis, and Brenda K. Bowers, Esq., Robert J. Sidman,
Esq., at Vorys, Sater, Seymour and Pease LLP, represent the
Debtors in their restructuring efforts.  When the Debtor filed for  
protection, they listed more than $100 million in estimated assets  
and debts.


TRW AUTOMOTIVE: Moody's Puts Ba2 Rating on New Sr. Sec. Tranche
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating for the proposed
new tranche E term loan to be added under TRW Automotive, Inc.'s
existing guaranteed senior secured credit agreement.  Moody's
additionally initiated speculative grade liquidity ratings
coverage for TRW Automotive with the assignment of an SGL-1
rating, indicating that the company has very good near-term
liquidity.  TRW Automotive's rating outlook remains stable.

TRW Automotive Holdings Corp. announced its intention to prepay
its $600 million pay-in-kind seller note payable to Northrop
Grumman Corp. for an agreed-upon net amount of $493.5 million.
This seller note, which was issued at the TRW Automotive
Intermediate Holdings Corp. level, represents the deferred portion
of the purchase price payable in connection with the February 2003
acquisition of TRW Automotive by The Blackstone Group L.P.  The
company plans to finance this transaction through a combination of
the newly-issued $300 million tranche E term loan under TRW
Automotive's existing guaranteed senior secured credit agreement,
along with the use of balance sheet cash and existing liquidity
arrangements.

The seller note repurchase agreement will additionally facilitate
settlement of various contractual issues stemming from the
acquisition of TRW Automotive, as well as the elimination of an
approximately $40 million short-term obligation that TRW
Automotive otherwise owes to Northrop Grumman Corp.  If held until
its 2018 final maturity, the seller note principal amount would
compound to more than $1.9 billion, given the contractual 8% PIK
interest rate. As of September 24, 2004, the seller note's face
value including accrued PIK interest was $678 million.

These new ratings were assigned for TRW Automotive:

   -- Ba2 rating for TRW Automotive's proposed $300 million
      guaranteed senior secured term loan E due October 2010;

   -- SGL-1 speculative grade liquidity rating

The following existing ratings associated with TRW Automotive were
affirmed.  The balances indicated for each debt facility are net
of prepayments that the company has achieved to date through free
cash flow generation and application of approximately $300 million
of proceeds from the February 2004 initial public offering, net of
transaction fees and prepayment premiums.

   -- Ba2 rating for TRW Automotive's $500 million guaranteed
      senior secured revolving credit facility due February 2009;

   -- Ba2 rating for TRW Automotive's $350 million guaranteed
      senior secured term loan A-1 due February 2009;

   -- Ba2 rating for TRW Automotive's $800 million guaranteed
      senior secured term loan D-1 due February 2011;

   -- Ba2 rating for TRW Automotive's Euro 50 million guaranteed
      senior secured term loan D-2 due February 2011;

   -- B1 rating of TRW Automotive's $825.4 million of 9 3/8%
      guaranteed senior unsecured notes due February 2013;

   -- B1 rating of TRW Automotive's Euro 178.5 million of 10 1/8%
      guaranteed senior unsecured notes due February 2013;

   -- B2 rating of TRW Automotive's $195 million of 11% guaranteed
      senior unsecured senior subordinated notes due February
      2013;

   -- B2 rating of TRW Automotive's Euro 81.25 million of 11 3/4 %
      guaranteed senior unsecured senior subordinated notes due
      February 2013;

   -- Ba3 senior implied rating; and

   -- B1 senior unsecured issuer rating

The ratings actions reflect that TRW Automotive will be
refinancing significant holding company seller note obligations,
which were initially structured to be non-cash until 2018.  The
source of funds for the refinancing will be operating company
level cash and debt obligations having a shortened 2010 maturity
and cash interest requirements.  The proposed transaction will
require an amendment to the credit agreement in order to enable
TRW Automotive to incur debt for the purpose of sending the
proceeds to its intermediate holding company.  The proposed
transaction will notably also use up some baskets within the
company's bond indentures designed to provide flexibility for
future acquisitions and investments.  While the holders of the
seller note essentially had no recourse to TRW Automotive upon
default and were depicted by the company as equity-like in nature,
TRW Automotive will now be directly liable for the new
obligations.  Upon the refinancing of the seller note, the tranche
E term loan will add approximately $11 million to TRW Automotive's
annual cash interest requirements, but consolidated interest
expense will be lowered due to reduced outstanding debt balances
and interest rates and also the elimination of the PIK compounding
feature.  An approximately $115 million pre-tax charge will be
recorded to reflect loss on retirement of debt resulting primarily
from the difference between the repurchase price and the current
book value of the seller note on the balance sheet.

The existing ratings were affirmed and the stable outlook and
notching relationships among facilities were maintained on the
basis of the fact that TRW Automotive has maintained good
liquidity and has also realized $728 million of net debt reduction
since its February 2003 acquisition by Blackstone.  This debt
reduction was achieved through a combination of the application of
proceeds from the company's initial public offering and generation
of operating cash flows on par with expectations.  Management
additionally expects to follow through with additional net debt
reduction during the fourth quarter of 2004 when cash flow is
seasonally strong.  The proposed acquisition of the seller note
will increase operating company debt, but will serve to eliminate
growing uncertainty regarding whether Northrop Grumman Corp. would
otherwise look to monetize the note through sales to multiple
third parties.  This would increase the potential difficulty for
TRW Automotive to prepay the obligation prior to maturity, at
which point the principal will have grown to $1.9 billion. TRW
Automotive and Northrop Grumman Corp. have also agreed that the
acquisition of the seller note will result in the settlement of
various contractual issues surrounding the 2003 acquisition
agreement.  Per Moody's prior press releases TRW Automotive's
ratings have notably always attributed some debt-like
characteristics to the seller note, thereby serving to ameliorate
the ratings impact of the proposed transactions.  However,
incurrence of any additional senior secured debt could potentially
result in Moody's notching TRW Automotive's credit facilities down
from Ba2 to the Ba3 senior implied level.

Moody's assignment of an SGL-1 speculative grade liquidity rating
reflects that TRW Automotive has very good liquidity.  The
company's cash balances and cash flow are expected to internally
fund all cash needs, despite typically high levels of budgeted
capital spending.  The company has a substantial amount of
external unused credit availability, including a $500 million
revolving credit facility maturing in 2009, a $400 million
domestic accounts receivable securitization terminating in 2009,
and additional short-term liquidity facilities in Europe.  TRW
Automotive has substantial debt cushion under its credit agreement
covenants, but does face some eligibility restrictions under the
securitization that occasionally limit the ability to draw down
the full commitment.  TRW is relatively unaffected by the pending
termination of the OEM early pay receivables programs, as it did
not partake in these arrangements.  However, some of TRW
Automotive's critical suppliers are being affected by these
program terminations.  Working capital requirements do vary
seasonally,

TRW Automotive has been unfavorably impacted by rising steel costs
and lower North American production levels, but has been able to
offset the majority of these additional costs by virtue of its
global presence, significant diversity across customers and
product lines, focus on the growing safety markets, and steady
achievement of productivity savings.

The Ba2 rating of the proposed $300 million tranche E term loan
reflects that this tranche will share on a pari passu basis in TRW
Automotive's existing collateral and guarantee package under the
senior secured credit agreement.  The same covenants and mandatory
prepayment provisions will also apply.  The tranche E facility
will mature in six years during October 2010, and will be subject
to 1% p.a. principal amortization until maturity.

For the last twelve months ended June 25, 2004, TRW Automotive's
consolidated total debt/EBITDAR leverage (including the accreted
face amount of the seller note, letters of credit, and the present
value of operating leases as debt) was 3.7x and 3.3x on a gross
and net debt basis.  Pro forma for the proposed transaction to
refinance the seller note these consolidated gross and net
leverage ratios should readjust to 3.3x and 3.1x, respectively.  
Leverage actually declines because the agreed upon purchase price
for the seller note is almost $200 million below the accreted face
value.  Actual EBIT coverage of cash interest for the LTM period
ended June 25, 2004 was 2.3x.

TRW Automotive, headquartered in Livonia, Michigan, is among the
world's largest and most diversified suppliers of automotive
systems, modules, and components to global vehicle manufacturers
and related aftermarkets.  The company has three operating
segments: Chassis Systems; Occupant Safety Systems; and Automotive
Components.  The company's primary business lines encompass the
design, manufacture and sale of active and passive safety related
products.  TRW Automotive's annual revenues approximate
$11.6 billion.


U.S. CANADIAN: Initiates Sarbanes-Oxley Compliance Preparations
---------------------------------------------------------------
U.S. Canadian Minerals Inc. (OTCBB: UCAD) initiated preparations
for compliance with the upcoming additional requirements under the
Sarbanes-Oxley Act of 2002.  The initial step in this process for
the company will be the formation of a corporate advisory board,
which shall report directly to the board of directors.

The company is currently performing due diligence on several
potential candidates for the board.  The company expects to have
an announcement in regards to the selection of the initial members
to the corporate advisory board within the next several days.

                        About the Company

U.S. Canadian Minerals -- http://www.uscanadian.net/-- is a  
multi-dimensional, mineral-based corporation headquartered in Las
Vegas, Nevada.  On its own and through Joint Ventures, U.S.
Canadian Minerals is looking to expand and develop mining
properties throughout the world. U.S. Canadian Minerals has
already begun work on several projects, all of which are in
various stages of development.

                         *     *     *

As reported in the Troubled Company Reporter on July 30, 2004, the
Board of Directors of U.S. Canadian Minerals, Inc., dismissed
Beckstead and Watts, LLP, as its independent public accountants on
June 11, 2004.  The Company's Board of Directors participated in
and approved the decision to dismiss Beckstead and Watts, LLP.

Beckstead and Watts, LLP had been the Company's certifying
accountant for the prior year.  During the past year, Beckstead
and Watts, LLPs' report on the Company's financial statements
contained an explanatory paragraph questioning the Company's
ability to continue as a going concern.


UAL CORP: Committee Retains Mesirow as Restructuring Advisors
-------------------------------------------------------------
The Official Committee of Unsecured Creditors seeks the Court's  
authority to retain Mesirow Financial Consulting, LLC, as  
restructuring advisors, effective September 16, 2004.

Dana J. Lockhart, Chairperson of the Committee, clarifies that  
the Committee does not seek to retain additional professionals,  
but rather to continue to use the services of certain members of  
KPMG LLP's Corporate Recovery Services Group.

Mr. Lockhart explains that effective September 16, 2004, KPMG  
sold its Corporate Recovery unit to Mesirow.  As a result,  
Mesirow now employs all KPMG Corporate Recovery staff assigned to  
this engagement.

Mesirow will provide the same services previously performed by  
KPMG.  Mr. Lockhart says the retention is appropriate as the  
Committee's need for these services continues.  KPMG and Mesirow  
will coordinate services to avoid duplication of effort.

The hourly rates for Mesirow professionals are:

             Managing Directors            $590 - 650
             Senior Vice Presidents         480 - 570
             Vice Presidents                390 - 450
             Senior Associates              300 - 360
             Associates                     190 - 270
             Paraprofessionals              140

To avoid interruption in services provided to the Committee,  
Mesirow employees who were previously members of KPMG continued  
to provide services after the sale closed on September 16, 2004.

Headquartered in Chicago, Illinois, UAL Corporation --  
http://www.united.com/-- through United Air Lines, Inc., is the   
holding company for United Airlines -- the world's second largest  
air carrier.  The Company filed for chapter 11 protection on  
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.  
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 63; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


US AIRWAYS: Wants to Modify Pilots Group's Labor Agreement
----------------------------------------------------------
US Airways, Inc., and its debtor-affiliates seek the permission of
the U.S. Bankruptcy Court for the Eastern District of Virginia to
modify their Collective Bargaining Agreement with the Air Line
Pilots Association, International.  The modifications will provide
the Debtors with $300,000,000 in annual savings from ALPA in 2005
with increased amounts in future years.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
explains that the Agreement was reached after extensive
negotiations that involved trade-offs in pay, productivity,
benefits and scope.  Each category has a mix of consequences for
the pilots depending on factors like seniority and work
preferences.  The Agreement addresses the financial,
transformational and labor relations imperatives facing the
Debtors, along with the pilots' interests.

As reported in the Troubled Company Reporter on Oct. 25, 2004, the
US Airways pilot group, ratified the US Airways/ALPA
Transformation Plan Tentative Agreement by a 58% margin.  This
agreement supersedes the Oct. 15, 2004 Bankruptcy Court decision
that ruled in favor of the Company's motion to impose immediate
interim contractual relief on certain US Airways labor unions.
Under an agreement with US Airways, this consensual agreement will
become effective retroactive to October 15, 2004, subject to
approval by ALPA's President and approval of the bankruptcy court.

The Agreement provides cash savings through reductions in pay and
benefits.  Modification of work rules will generate additional
cash savings, while providing the Debtors with needed flexibility
to implement the Transformation Plan.  For the period of October
2004 through mid February 2005, the Agreement will generate cash
savings at least equal to the savings that would be obtained
through the Section 1113 Interim Relief.  However, the savings
resulting from the Agreement in the long-term will be greater
than the Interim Relief, because of the work rule modifications.

                      Summary of the Agreement

In the area of pay, the Agreement calls for an immediate 18% pay
reduction with certain additional premium pay reductions.

In the area of productivity, the Agreement modifies the work
rules to resemble those of JetBlue, US Airways' most productive
low-cost competitor.  The Agreement modifies practices for
vacation, sick leave, reserve pilot assignment and the pay cap
governing the amount of time pilots can fly during a month.  The
Agreement streamlines and reduces the costs of pilot training.
To reduce the potential for furloughing pilots, the Agreement
provides expanded voluntary leaves of absence and an early
retirement program that is employee-funded by foregone furlough
pay.

With respect to benefits, the Agreement modifies the Pilot
Defined Contribution Plan, reducing employer contributions from a
variable rate averaging 36% of pay, based on pilot seniority, to
a flat rate of 10% of pay.  All prepetition qualified money DC
Plan contributions will be paid by November 30, 2005, and all
non-qualified "notional" money will be paid in six equal
installments after a pilot retires.  The Agreement eliminates
Company-paid post-retirement medical coverage for future
retirees, mandates a third party administrator for the Debtors'
long-term disability plan and provides for pilot contributions of
25% of long-term disability plan expense, with a cap of $100 per
month.

In the area of scope, the Agreement lifts restrictions on minimum
aircraft in the Debtors' fleet, minimum block hours, contingent
acquisition rights in the event of an acquisition, various
restrictions on code share marketing agreements with domestic and
international airlines and change in control provisions.  The
Agreement removes constraints on "fragmentation" (partial asset
sale) protections for the duration of these proceedings, except
for change in control provisions.

The Agreement provides profit sharing for pilots, subject to the
approval of US Airways Group, Inc., Board of Directors and as
contained in a confirmed plan of reorganization.  The Debtors'
profit sharing pool will be 10% of pretax profit for pretax
margins from 0.1% to 5.0%, and 25% of any pretax profit in excess
of a pretax margin of 5%.  ALPA's portion of the profit-sharing
pool will be at least 36%, consistent with its share of labor
concessions.

The Debtors will propose a plan of reorganization that provides
pilots with equity in the reorganized company.  If the Debtors
obtain a new equity investment of $250,000,000 or less, the
equity share offered will be the greater of 8.5% of the economic
value of the common equity on a fully diluted basis or the
percentage of the economic value of the common equity on a fully
diluted basis issued to management.  If the Debtors obtain more
than $250,000,000 in new equity, the percentage offered will be
reduced proportionately.

To minimize the chances that the Debtors would impose further
concessions on the pilots later in these Chapter 11 cases, the
ALPA procured limitations on the Debtors' ability to seek Section
1113 relief.  US Airways may seek further Section 1113 relief
"only if it can demonstrate that such relief is necessary,
because US Airways is in grave and imminent danger that it will
be forced to suspend, discontinue, or materially reduce, its
mainline flight operations. . . ."

Mr. Leitch remarks that the pilots' hard work and good faith
during the CBA negotiations is appreciated.  The pilots have
shown leadership by accepting their fair share of the sacrifice
that is necessary to transform US Airways into a viable
competitor.  The Agreement with ALPA is an important milestone in
the Transformation Plan.

Mr. Leitch tells Judge Mitchell that it is critical that the
Debtors modify their labor cost structure to implement the
Transformation Plan and emerge as a competitive force in the
airline industry.  The Agreement between the Debtors and ALPA is
a very important step toward achieving that objective.
Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

      * US Airways, Inc.,
      * Allegheny Airlines, Inc.,
      * Piedmont Airlines, Inc.,
      * PSA Airlines, Inc.,
      * MidAtlantic Airways, Inc.,
      * US Airways Leasing and Sales, Inc.,
      * Material Services Company, Inc., and
      * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 69; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Elects G.M. Philip to Board & Names R. Stanley as CFO
-----------------------------------------------------------------
The US Airways Group, Inc. board of directors elected George M.
Philip to the board.  Philip is the executive director of the New
York State Teachers' Retirement System.  Additionally, the board
named Ronald E. Stanley as chief financial officer, replacing
David M. Davis, who is resigning from the company to accept a
position with KRATON Polymers LLC, based in Houston.

Philip has served as the executive director of the New York State
Teachers' Retirement System since 1995.  He has been with the
public pension fund since 1971 and is one of the country's leading
public pension executives.  The New York State Teachers'
Retirement System manages a portfolio of more than $59 billion in
equity and fixed income investments for more than 375,000 public
school educators in New York.  Philip holds a bachelor of arts and
masters of arts degree from the State University of New York at
Albany, and a J.D. degree from the Western New England College
School of Law.

"George Philip is an outstanding addition to the US Airways board.
He brings extensive finance experience and knowledge that will be
valuable as we transform US Airways," said Dr. David G. Bronner,
US Airways Group, Inc. chairman.

Stanley joined the US Airways board of directors in May 2004, and
has served as chairman of the board's audit committee since that
time. He has extensive finance experience and was previously chief
operating officer and director of HSBC Equator.  He also held
several key positions within the Royal Bank of Canada Group,
including senior vice president and general manager- Europe,
Middle East and Africa; chairman of RBC Europe Ltd.; and member of
the executive committee of RBC Dominion Securities.

Reporting directly to Stanley will be Anita P. Beier, senior vice
president and controller, and Eilif Serck-Hanssen, senior vice
president and treasurer.  In addition to his current duties,
Serck-Hanssen will assume the responsibilities for financial
planning & analysis, corporate real estate and information
technology.

Davis joined US Airways in April 2002 as vice president of
financial planning and analysis.  He was promoted to executive
vice president and chief financial officer in the spring of 2004.

"Dave was presented with a very unique opportunity by a company
that clearly recognizes his talent and we understand his decision.
We appreciate the fact that he has agreed to stay with us through
November to assure a smooth transition," said Bruce R. Lakefield,
US Airways president and chief executive officer.  "I am grateful
that Ron has agreed to step into this position and lend his vast
finance experience and leadership to help us complete our
restructuring.  He has played an active role on the board since
May, and as chairman of the audit committee, he has quickly
immersed himself into virtually all aspects of the company."

Headquartered in Arlington, Virginia, US Airways' primary business  
activity is the ownership of the common stock of:  

      * US Airways, Inc.,  
      * Allegheny Airlines, Inc.,  
      * Piedmont Airlines, Inc.,  
      * PSA Airlines, Inc.,  
      * MidAtlantic Airways, Inc.,  
      * US Airways Leasing and Sales, Inc.,  
      * Material Services Company, Inc., and  
      * Airways Assurance Limited, LLC.  

Under a chapter 11 plan declared effective on March 31, 2003,  
USAir emerged from bankruptcy with the Retirement Systems of  
Alabama taking a 40% equity stake in the deleveraged carrier in  
exchange for $240 million infusion of new capital.  

US Airways and its subsidiaries filed another chapter 11 petition  
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian  
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,  
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and  
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors  
in their restructuring efforts. In the Company's second  
bankruptcy filing, it lists $8,805,972,000 in total assets and  
$8,702,437,000 in total debts.


US AIRWAYS: Gets Court OK to Pay Prepetition Taxes & Other Charges
------------------------------------------------------------------
In the normal operation of business, US Airways, Inc. and its
debtor-affiliates:

   (a) incur use, fuel and franchise taxes, collect sales, use,
       fuel, and transportation taxes from their customers, and
       collect or incur payroll and employment-related taxes for
       various taxing authorities;

   (b) collect:

       (1) an excise tax for domestic air transportation;

       (2) another excise tax on each domestic segment,
           international departure, and international arrival;
  
       (3) an excise tax on the sale of frequent flyer miles, and
           property transported by air;

   (c) are charged fees, licenses and other charges and
       assessments by various licensing authorities, and

   (d) collect Passenger Facility Charges on tickets charged by
       airports for general passenger facilities.

To facilitate the payment of the Taxes, the Debtors established
five Special Purpose Trust Funds.  However, some of the Taxes,
Transportation Taxes, Fees and PFCs fall outside the scope of the
Trust Funds and may not be paid immediately.  In this case, some
of the Authorities may, pursuant to Section 362(b)(9) of the
Bankruptcy Code, cause the Debtors to be audited and subjected to
various administrative proceedings.  This may cause a disruption
in business activities, materially and adversely affecting the
Debtors' reorganization prospects and unnecessarily diverting
attention away from their Chapter 11 cases.  Moreover, the Debtors
generally do not have any legal or equitable interest, under
Section 541(a)(1), in funds held to pay the Taxes, Transportation
Taxes, Fees and PFCs.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
asserts that payment of the Taxes, Transportation Taxes, Fees and
PFCs is necessary to avoid:

      (i) interruption of the Debtors' business activities; and

     (ii) subjecting the Debtors' officers and directors to
          lawsuits that would distract them from reorganization
          efforts.

Accordingly, the Debtors sought and obtained the Court's authority
to pay, in their discretion, the Taxes, Transportation Taxes, Fees
and PFCs to the relevant Authorities in the ordinary course of
business.  However, the Debtors are not precluded from contesting
the validity and amount of any Taxes, Transportation Taxes, Fees
and PFCs under bankruptcy or non-bankruptcy law.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

      * US Airways, Inc.,
      * Allegheny Airlines, Inc.,
      * Piedmont Airlines, Inc.,
      * PSA Airlines, Inc.,
      * MidAtlantic Airways, Inc.,
      * US Airways Leasing and Sales, Inc.,
      * Material Services Company, Inc., and
      * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 65; Bankruptcy Creditors' Service, Inc., 215/945-7000)


USG CORP: Futures Representative Can Tap CIBC World Until March 31
------------------------------------------------------------------
At the request of the Official Representative of Future Asbestos
Personal Injury Claimants appointed in the chapter 11 cases of USG
Corporation and its debtor-affiliates, Judge Fitzgerald of the
U.S. Bankruptcy Court for the District of Delaware extends the
terms of CIBC World Markets Corp.'s retention as investment banker
and financial advisor for an additional six-month period, through
and including March 31, 2005, pursuant to a supplemental letter
agreement.

The Court also approves the $135,000 Monthly Fee to be paid to
CIBC.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading  
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 73; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VLASIC: Campbell Presents 4 More Witnesses in $250M Spin-Off Suit
-----------------------------------------------------------------
Campbell Soup Company called four more witnesses to testify before
the United States District Court for the District of Delaware in
the $250 million lawsuit commenced by VFB, LLC, attacking the
spin-off of Vlasic Foods from Campbell:

A. Elizabeth Shuttleworth

   Ms. Shuttleworth was the Chief Information Officer of Vlasic
   Foods International.  Originally from Campbell, Ms.
   Shuttleworth said she was enthusiastic to join the spinoff
   company and looked forward to the challenge of building the
   systems from the ground up.  According to Ms. Shuttleworth, in
   her videotaped testimony, Campbell's did not allow Vlasic any
   access to Campbell's systems after Vlasic had spun.  
   Campbell's gave us all the data.  "The agreement was that
   since they didn't have that many resources, they would just
   give us whatever they could . . . in whatever format they felt
   they wanted to give it to us in."  Ms. Shuttleworth relates
   that they had a lot of data integrity issues.  Some of them
   were resolved and some of them were only figured out once the
   systems was already up and running.  "We [also] had errors in
   pulling the data warehousing in terms of balancing the data,
   the sales history.  We sorted most of those out.  Some of the
   broker relationships, you know, the kind of information that
   gets updated regularly, on a regular basis."  Vlasic had about
   3,400 bill-to addresses that were wrong.

   Ms. Shuttleworth relates that CMS was the system that
   Campbell's had custom-built to deal with trade funds
   management.  There was no way to transfer the technology that
   Campbell had to the new company.  Vlasic looked at five or six
   systems to replace the CMS system.  "We recognized that this
   was a high risk piece of the business."  Vlasic wanted to
   replace existing CMS functionality with a system of equal or
   greater functionality.  Ms. Shuttleworth discussed at length
   the different systems that were put in place.  As of
   October 31, 1999, all formal MIS related transition service
   arrangements between Vlasic and Campbell were completed.  

B. George Jeffrey Arnold

   Mr. Arnold is the Vice President and CEO for Campbell's Soup
   Company in Canada.  According to Mr. Arnold, they were quite
   disappointed that Swanson Canada would be included in the spin
   because it was a terrific business.  "It had grown its profit
   from just over to $2 million to just under $6 million."  
   Swanson Canada's core products were turkey, beef, Salisbury
   steak and chicken.

   "The instructions we got from the U.S., that we were to do
   everything within our powers to ensure that this spin was
   successful, and give the -- the Swanson, the Vlasic new
   company as much help as we could in organizing the spin."  Mr.
   Arnold relates that he had two roles.  "I helped negotiate or
   led the negotiations on the contract of the co-pack agreement
   for Listowel and basically was the lead contact for Campbell's
   Canada."

   According to Mr. Arnold, the major agreement, or the major
   terms, was the contract would be for a one-year period.  The
   contract, the prices would be split between the first four
   months and the last eight months.  "The first four months
   those prices would be based on our current costs.  There would
   be a price adjustment the last eight months of the contract to
   represent our next years plant or operating plant costs.  
   There was a minimum volume requirement in the contract.  The
   contract -- because we were not able to charge a profit on
   that, the contract had a guarantee of minimum volumes that
   Vlasic had to hit minimum volumes because we were only merely
   covering our overhead.  We wanted to ensure the volumes
   weren't there.  We would, in fact, be able to cover all the
   overhead.  It also had a part of it was to benefit Vlasic if,
   in fact, they sold more products.  There was a sharing of the
   benefit clause in the contract.  Contract also stipulated that
   we at Campbell's would do the distribution for Vlasic for not
   only the Swanson meals, but also meat pies, which were being
   made in the U.S.  And, finally, there was a noncompete in the
   contract."

   As that year end approached, Mr. Arnold says, Vlasic
   management asked them if they were interested in extending the
   contract.  "We were.  However, we would need that contract to
   be longer than one year, largely because we had plans already
   in place to put new equipment into where the Swanson line was
   currently located . . . for us to continue producing Swanson,
   that line had to be moved to another part of the facility, and
   that required a million dollars in capital, which we needed to
   make sure that we would have an opportunity to recover that
   capital over a longer period of time."

   The term of the extension was under two and a half years.  
   Campbell's Canada agreed to roll back its prices.  It was also
   agreed to limit the amount of the pricing that could be taken
   in the future on the contract.  When the expiration of the
   amendment approached, the parties entered into negotiations to
   see if they could extend further the contract for some period
   of time.  It was difficult.  Campbell wanted a 19% increase
   for the contract.  Vlasic felt it was too much and that they
   could not afford it.  Campbell finally agreed to a 4.5%
   increase.  But, by then, Pinnacle did not want to continue.  
   Pinnacle wanted to cancel the contract.

   Mr. Arnold comments that $1.99 is still the current feature
   price for Swanson.  Campbell had been selling at $1.99 for a
   number of years, prior to the spin.  Six years later, the
   price is still the same.  "[S]o I struggle why it made sense
   for us before the spin and it makes sense for Pinnacle after
   Vlasic, but it didn't make sense for Vlasic.  I don't
   understand that."

C. Michael Silverstein

   Mr. Silverstein is a Senior Vice President at the Boston
   Consulting Group, which is a large management consulting firm
   with 63 offices around the world, over a billion dollars in
   revenues and employs over 2,000 consultants.  BCG helps major
   companies improve their performance.
  
   In 1997, Campbell's Soup hired BCG to take an independent view
   as to whether or not the spinoff of Vlasic made sense.  The
   review took about three months.

   "[W]hat we found is that this was a very good opportunity for
   both Campbell's and for the spinoff," Mr. Silverstein says,
   "That, in fact, you could create two businesses that would
   have a cleaner logic."  

   "For Campbell's Soup, which was one of the primary interests
   of the Board, it would allow them to focus on their soups and
   sauces businesses.  It would give them an easier portfolio to
   describe to Wall Street.  It would allow them to remove a lot
   of the complexity from the business.

   "From the spinoff point of view, what we -- what we did was a
   very detailed testing of the assets.  What were the
   businesses?  What were the market characteristics?  And what
   we found is that two of the businesses in particular, Vlasic
   and Swanson, were ideal businesses to operate with a lot of
   leverage.

   "That the Vlasic business, for example, a pickles business, is
   a habitual purchased by consumers.  Consumers go into the
   store.  They don't buy pickles very frequently, but when they
   buy them, they buy the same item.  Some people like sweet
   pickles, some like dill, some like relish.  The Vlasic
   business is and was a very good business.  One of the reasons
   why it was ideal as a spin business is that, in fact, it was
   quite flat.  There wasn't a lot of growth in the pickle
   category.  There wasn't that much competition and Vlasic had
   the lead brand.

   "Swanson was one of the great brands of all time in frozen
   foods.  It was an early leader in frozen.  It had issues
   associated with how it could tighten its performance and how
   it would, in fact, focus on total profitability, but those two
   businesses, in our professional opinion, on the basis of my
   20-plus years in packaged goods, are fantastic brands, and
   that that fit the objectives of SpinCo.  Now, we said, in
   fact, for those -- in order for those businesses to be
   successful, they had to operate differently than big food
   company, that they had to be aggressive, decisive and lean."

   Mr. Silverstein asserts that the fact that VFI went into
   bankruptcy within three years of the spinoff did not mean that
   BCG's conclusion about the viability of the spinoff company
   was wrong.

   Upon cross-examination, Mr. Silverstein clarified that they
   told the Board that the business was strategically viable.  
   "We said that this Board had -- these companies had strong
   operating cash flow, that that operating cash flow could
   support a significant amount of debt.  We did not name the
   specific amount of debt.  We were not asked, nor were we
   really qualified to name the amount of debt that the company
   could support."

D. Basil Anderson

   Mr. Anderson takes the stand for the second time.  Mr.
   Anderson is currently Vice Chairman of Staples, Incorporated.  
   Between 1996 and 2001, Mr. Anderson served as Chief Financial
   Officer of Campbell.  

   According to Mr. Anderson, there was a lot of thought given to
   making sure that the companies that went into the spun-off
   company would not be a drag and a drain.  

   Mr. Anderson relates that he had a discussion with VFI general
   counsel Norma Carter and they talked about the level of debt.  
   "We all know that if there is no debt in the business, the
   cost of capital is too high.  So some debt is appropriate.  If
   you put on too much debt, then the company takes on too much
   risk.  So I was saying on the one hand, too much debt is bad.  
   No debt is bad.  What we were trying to do is to find the
   right balance.  We examined all sorts of different levels and
   decided that $500 million was about right."
   
   Judge Jordan notes that the cost of capital issue has been
   raised repeatedly.  To understand the issue better, he asked
   Mr. Anderson, "How was the cost of capital improved for VFI by
   having debt on its books as opposed to getting the assets in
   exchange for the stock and being debt free?"

   Mr. Anderson explains that the cost of capital is how much it
   costs a company to acquire money, which is then used to invest
   in assets, which provide a return.  "We believe the prime
   purpose of business, and many reasons why businesses exist,
   but the prime purpose is to create wealth for its
   shareholders.  And wealth is created when the returns
   generated by the business exceed the costs of capital.  So if
   a business is financed a hundred percent with equity, that's
   the highest form of financing.  It's the most expensive cost
   of financing.  It would make it much more difficult, then, for
   VFI to justify whatever initiatives they have, so that
   whenever they try to do something to create a return, the
   costs would be higher because it's a hundred-percent equity.  
   If they injected some debt, it reduces the cost of that
   capital.  The same project could now provide a better return
   versus that cost of capital.  So from the perspective of a
   shareholder, there's greater return if the cost of capital is
   lower.  From the perspective of VFI, they can take on more
   initiatives and do more projects that would qualify based on a
   lower cost of capital."

   Mr. Anderson does not believe that Vlasic failed because of
   its capital structure.  He recounts there was a lot of
   pressure coming from retailers and a lot of food companies
   struggled and lost pricing because of that.  "So Vlasic faced
   that issue.  We had all sorts of external crises going on at
   that time, whether it's long-term capital, the Russian issue,
   beef price in Argentina and somehow Vlasic survived all of
   that and was still able after 15 or 16 months to go to the
   public markets, sophisticated people, and raise $200 million.  
   What it says to me is that if Vlasic had a problem, it was not
   the capital structure.  The capital structure did the job it
   was intended to do.  It provided the flexibility it needed."

   Moreover, a lot of simulations were done until Campbell became
   confident that VFI could weather the storm with $500 million
   in debt.

Campbell's lawyers also presented excerpts of the videotaped
testimony made by Lynne Alvarez, who was in charge of the Customer
Service Center at VFI; Maria Mann, an IT professional at VFI;
David Curran, a lawyer who worked under Linda Lipscomb on the
Campbell team; Sarah Armstrong, an HR director at Campbell; and
Harry Lutz, who was involved in the transfer pricing with
Argentina.

VFB LLC is represented by John A. Lee, Esq., Robin Russell, Esq.,
Joseph Holzer, Esq., Hugh Ray, Esq., Scott Locher, Esq., and David
Griffith, Esq., at Andrews & Kurth, LLP, in Houston, Texas.

Campbell's attorneys are Neal C. Belgam, Esq., at Blank Rome, LLP,
in Wilmington, Delaware; Richard P. McElroy, Esq., and Mary Ann
Mullaney, Esq., at Blank Rome, LLP, in Philadelphia, Pennsylvania;
and Michael W. Schwartz, Esq., David C. Bryan, Esq., and Forrest
G. Alogna, Esq., at Wachtell, Lipton, Rosen & Katz, in New York.
(Vlasic Foods Bankruptcy News, Issue No. 48; Bankruptcy  
Creditors' Service, Inc., 215/945-7000)


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
November 29-30, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Eleventh Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Plaza Hotel - New York City
               Contact: 1-800-726-2524; 903-592-5168;
                        or dhenderson@renaissanceamerican.com

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900 or http://www.turnaround.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, Massachusetts
         Contact: 1-703-739-0800 or http://www.abiworld.org/

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.



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