TCR_Public/041103.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, November 3, 2004, Vol. 8, No. 240

                          Headlines

ACCLAIM ENTERTAINMENT: Trustee Hires UMAC as Collection Agent
AMERICA WEST: S&P Revises Outlook on 'B-' Rating to Negative
ARDENT HEALTH: Completes Six Lease Agreements in Oklahoma
ATA AIRLINES: Wants to Waive Deposit & Investment Guidelines
AUCXIS CORP: Subsidiary Confirms Sale of Trading Solutions Unit

AVAYA INC: Launches Senior Debt Offering & Consent Solicitation
BALLY TOTAL: Seeks Waivers from Noteholders Due to Late Filing
BRISTOL CDO: Moody's Slashes Class C's Rating to Ba2 from A2
CATHOLIC CHURCH: Tucson Proofs of Claim Must be in by April 15
CCC INFO: Sept. 30 Balance Sheet Upside-Down by $131.3 Million

DEL GLOBAL: Posts $2.6 Million Net Loss in Fourth Quarter
DII/KBR: Has Until December 31 to Remove State Court Actions
DIMON INC: Lenders Agree to Waive Sr. Note Indenture Cross-Default
ENRON CORP: Wants Court Nod on El Paso Swap Settlement Agreement
FEDDERS CORP: Reports Third Quarter 2004 Financial Results

FOSTER WHEELR: Calculates Exercisable Shares Following Debt Offer
FRESH CHOICE: Hires United Commercial as Real Estate Broker
FRIENDLY ICE CREAM: Weak Sales Prompt S&P's Negative Outlook
G&L REALTY: Distributes $9.03 Million Dividend to Stockholders
GAVILAN PARTNERS LLP: Voluntary Chapter 11 Case Summary

GENOIL: Trades on OTC Bulletin Board After SEC Approval Obtained
GEO SPECIALTY: Files Plan of Reorganization in New Jersey
GERDAU AMERISTEEL: Closes North Star Steel Acquisition
GLACIER FUNDING: Moody's Puts Ba2 Rating on $4 Mil. Class D Notes
GLOBAL BUSINESS: Auditors Express Going Concern Doubt

GSR MORTGAGE: Fitch Assigns Low-B Ratings to Classes 2B4 & 2B5
HAWK CORP: Closes New Five-Year $30 Million Loan from KeyBank
HEALTHEAST: Moody's Reviewing Ba2 Bond Ratings & May Upgrade
HOLLINGER INC: Subsidiary Needs More Time to Complete Financials
HOLLINGER INTL: Board Demands $542M Damages in 2nd Amended Lawsuit

HOLLYWOOD CASINO: Submits to Bankruptcy Protection
ICEFLOE TECHNOLOGIES: Inks Pact with Insiders for $120,000 Loan
INARA MANAGEMENT: Case Summary & 8 Largest Unsecured Creditors
INNER HARBOR: Fitch Ups Junk Ratings on Three Classes After Review
L-3 COMMUNICATIONS: S&P Rates Planned $500M Sr. Sub. Notes 'BB-'

LANOPTICS LTD: Sept. 30 Balance Sheet Upside-Down by $19.1 Million
LEVITZ HOME: S&P Assigns B- Rating to Planned $100M Sr. Sec. Notes
MASTR ALTERNATIVE: Fitch Rates $1.712M Class B-I-4 Certs. 'BB'
MIRANT CORP: Wants to Sell Turbines to Invenergy for $46.5 Million
MIRANT: Wants to Tap Deloitte & Touche as Tax Service Providers

MULBERRY STREET: Fitch Affirms BB Rating on $7 Mil. Class C Notes
MULBERRY STREET: Fitch Affirms BB Rating on $5 Mil. Class C Notes
NATIONAL ENERGY: Wants Objection Deadline to Cure Amounts Fixed
NEW SKIES: Gets FCC Approval on Blackstone Group Acquisition
NORTEL NETWORKS: Get New Waiver from Export Development Canada

NORTEL NETWORKS: Optical Design Biz Transferred to Flextronics
NORTH AMERICAN: Case Summary & 40 Largest Unsecured Creditors
NORTHROP GRUMMAN: Names B. Niland as Newport News Sector CFO & VP
NORTHWESTERN CORP: Completes Debt Offering & Inks New Bank Loan
NORTHWESTERN CORP: Board Names Dr. E. Linn Draper as Chairman

ORDERPRO LOGISTICS: Major Shareholder Alleges Management Fraud
OWENS CORNING: Has Until Dec. 31 to Solicit Votes for Plan
PACIFIC ENERGY: Impending Sale Prompts S&P to Watch 'BB+' Rating
PACIFIC GAS: Dynegy Power Sets Record Straight on $1 Mil. Claim
PARMALAT: Citigroup Files Detailed Response to Claims Rejection

PRIMUS TELECOM: Sept. 30 Balance Sheet Upside-Down by $112.9 Mil.
RYERSON TULL: Moody's Reviewing Single-B Ratings & May Downgrade
SAN JOAQUIN: Moody's Withdraws Ratings After Notes Redemption
SCHLOTZSKY'S: Wants Grant Thornton as Auditors & Accountants
SEPRACOR INC: Sept. 30 Balance Sheet Upside-Down by $379.6 Million

SHREVEPORT CAPITAL: Case Summary & 20 Largest Unsecured Creditors
SOLUTIA INC: Has Until January 10 to File Plan of Reorganization
SOLUTIA INC: Wants to Sell Axio Research Assets for $200,000
SOUTHWALL TECH: Sept. 26 Balance Sheet Upside-Down by $3 Million
SPIEGEL INC: Wants to Reject Fleet Capital Equipment Lease

TENET HEALTHCARE: Completes Sale of Four L.A. Hospitals to AHMC
TOM'S FOODS: Non-Repayment Causes S&P to Tumble Rating to 'D'
UAL CORPORATION: Court Approves Novare & ARC Application
UAL CORP: Hires Bridge Associates to Analyze Business Plan
US AIRWAYS: Wants to Decide on Leases Until Plan Confirmation

US AIRWAYS: U.S. Bank Seeks Adequate Protection on Aircraft Deals
USG CORP: Has Until March 1 to Make Lease-Related Decisions
W.R. GRACE: Wants Until November 15 to File Plan of Reorganization
WEST PENN: Moody's Upgrades Bond Rating to B1 with Stable Outlook
WESTPOINT STEVENS: U.S. Trustee Amends Creditors' Comm. Membership

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ACCLAIM ENTERTAINMENT: Trustee Hires UMAC as Collection Agent
-------------------------------------------------------------
Allan B. Mendelsohn, Esq., the interim chapter 7 Trustee in
Acclaim Entertainment, Inc.'s bankruptcy case asks the U.S.
Bankruptcy Court for the Eastern District of New York for
permission to employ University Management Associates &
Consultants Corp./Atwell Curtis & Brooks, Ltd., as his collection
agent.

The Trustee needs University Management to locate, collect and
recover $11 million in outstanding accounts receivable that
secured repayment of secured debt owed to GMAC Commercial
Financial LLC.

Paul Rome, President of University Management, agrees that at
least 85% of the stated amount owed will be negotiated and settled
through the Firm.

The Debtor will reimburse University Management for expenses
incurred in overnight carriers, trucking or freight charges and
travel related expenses.  The collection Agent will be paid 9
percent of amounts collected before September 9 and 20%
thereafter.

The Trustee believes that University Management is a
"disinterested" party as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Glen Cove, New York, Acclaim Entertainment is a
worldwide developer, publisher and mass marketer of software for
use with interactive entertainment game consoles including those
manufactured by Nintendo, Sony Computer Entertainment and
Microsoft Corporation as well as personal computer hardware
systems. The Company filed a chapter 7 petition on September 1,
2004 (Bankr. E.D.N.Y. Case No. 04-85595).  Jeff J. Friedman, Esq.,
at Katten Muchin Zavis Rosenman represents the Debtor.  When the
Company filed for bankruptcy, it listed $47,338,000 in total
assets and $145,321,000 in total debts.


AMERICA WEST: S&P Revises Outlook on 'B-' Rating to Negative
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on America
West Holdings Corp. and subsidiary America West Airlines Inc. to
negative from stable.  At the same time, all ratings, including
the 'B-' corporate credit rating on both entities, were affirmed.

"The outlook revision is based on the current difficult airline
environment, which resulted in a substantial loss of $47 million
in the third quarter of 2004, after several quarters of
profitability," said Standard & Poor's credit analyst Betsy
Snyder.  "The ongoing weakness in fares and high fuel prices are
expected to continue over the near term, which should lead to
further losses."

The ratings on America West Holdings Corp. reflect risks relating
to the adverse airline industry environment, a weak balance sheet,
and limited financial flexibility.  America West Holdings' major
subsidiary is America West Airlines Inc., the eighth-largest
airline in the U.S, with hubs located at Phoenix and Las Vegas.  
America West benefits from a low cost structure, among the lowest
in the industry.  However, it competes at Phoenix and Las Vegas
against Southwest Airlines Co., the largest low-cost, low-fare,
operator in the industry and financially the strongest.  America
West recently began service on transcontinental routes, where it
competes not only against other low-cost airlines but larger
network airlines as well.  As a result of extensive competition on
its route structure, as well as its substantial reliance on lower-
fare leisure travelers, its revenue per available seat mile tends
to be among the lowest in the industry.  America West Holdings
also owns the Leisure Co. one of the nation's largest tour
packagers.

In January 2002, America West received proceeds from a
$429 million loan, 90% of which was guaranteed by the federal
government under the Air Transportation Stabilization Board --
ATSB, which enabled it to avert filing for Chapter 11 bankruptcy
protection.  As part of this process, the company completed
arrangements for over $600 million in concessions, financing, and
other assistance.  These actions have allowed it to maintain its
low cost structure within the industry.  The company had been
profitable from the second quarter of 2003 through the second
quarter of 2004, aided by its low costs and improving pricing.  
However, with excess capacity in the market, which has led to a
weak fare environment, and high fuel prices, the company reported
a substantial loss of $47 million in the third quarter of 2004.  
These trends are expected to continue over the near term,
resulting in further losses.  In addition, the company's financial
flexibility is expected to remain limited.

America West's earnings are expected to continue to be negatively
affected by the weak fare environment and high fuel prices.  If
these trends continue for an extended period of time, resulting in
significant ongoing losses, ratings could be lowered.


ARDENT HEALTH: Completes Six Lease Agreements in Oklahoma
---------------------------------------------------------
Ardent Health Services has completed leases with six regional
hospitals that are part of Hillcrest HealthCare System, Tulsa,
Oklahoma.

The independent regional hospitals have long-standing leases with
HHS that allows the system to operate their facilities. The local
owners had the option to review these leases with the recent
change of ownership. When Ardent announced its acquisition of HHS,
the company had said it would pursue leases with these six
hospitals.

"These regional hospitals are vital parts of their communities and
a vital part of our region's health care system," said Kevin
Gross, president, Hillcrest HealthCare System. "We are delighted
these hospitals have chosen to remain within the Hillcrest system
as we continue to provide quality health care for patients
throughout northeastern Oklahoma."

The hospitals that have renewed their leases with Hillcrest
include:

     - Bristow Medical Center, Bristow
     - Cleveland Area Hospital, Cleveland
     - Cushing Regional Hospital, Cushing
     - Henryetta Medical Center, Henryetta
     - Pawnee Municipal Hospital, Pawnee
     - Wagoner Community Hospital, Wagoner


In addition to the regional hospitals, Hillcrest HealthCare System
includes Hillcrest Medical Center, a 557-licensed bed medical
center that consists of a comprehensive rehabilitation facility
and the region's only women's hospital; Tulsa Regional Medical
Center, a 331-licensed bed facility that is the nation's largest
osteopathic teaching hospital; and Hillcrest Specialty Hospital, a
long-term care hospital.

The Hillcrest HealthCare System was recently purchased by Ardent.
Over the next five years, Ardent will invest approximately $100
million into HHS for new equipment, equipment replacement,
facility renovations, new facilities, medical office space,
information systems and other capital improvements.

                        About the Company

Ardent Health Services is a provider of health care services to
communities throughout the United States. Ardent currently
operates 35 hospitals in 14 states, providing a full range of
medical/surgical, psychiatric and substance abuse services to
patients ranging from children to adults.

                          *     *     *

As reported in the Troubled Company Reporter on Jun. 25, 2004,
Standard & Poor's Ratings Services affirmed its corporate credit
and subordinated debt ratings on health care service provider
Ardent Health Services Inc., and removed the ratings from
CreditWatch, where they were placed May 11, 2004.

At the same time, Standard & Poor's assigned its 'B+' rating to
Ardent's proposed $275 million senior secured term loan due 2011,
and lowered its rating on the company's existing $125 million
senior secured revolving credit facility to 'B+' from 'BB-'. The
rating anticipates the possible expansion of the revolving credit
facility to $150 million.

The downgrade on the secured bank debt is due to the large
increase in the amount of secured bank debt outstanding and
consequently, lowered expectations for lender recovery in a
default scenario.

The proceeds of the new term loan will be used for the acquisition
of Hillcrest HealthCare System (B-/Stable/--), eastern Oklahoma's
largest health care provider, for $281 million plus working
capital.

As of March 31, 2004, Ardent's total debt outstanding was $261
million. The company's $125 million revolving credit facility due
2008 and new $275 million term loan due in 2011, which are rated
the same as the corporate credit rating, have been assigned a
recovery rating of '3'. This indicates the expectation for
meaningful (50%-80%), but not complete, recovery of principal in
the event of a default.

"The speculative-grade ratings on Nashville, Tennessee-based
Ardent Health Services, a company that owns and operates hospitals
and a health plan, reflect its still geographically concentrated
acute care asset portfolio, its reliance on behavioral hospitals
for a disproportionate amount of its earnings, as well as its
short track record operating its key assets," said Standard &
Poor's credit analyst David Peknay.

Ardent, a young company, has purchased the majority of its key
acute care assets, including seven hospitals and a health plan,
within the past two and a half years. It is purchasing Tulsa,
Okla.-based Hillcrest for $281 million plus working capital and a
$100 million capital commitment over five years. Hillcrest, with
nine hospitals, will reduce Ardent's current reliance on an
integrated delivery system of five hospitals and a health plan in
Albuquerque, N.M. After the transaction, the percentage of company
revenues derived from Albuquerque will decline to about 50%, from
70%. However, from a ratings standpoint, Hillcrest's historically
weak operating results, coupled with the additional debt leverage
after the acquisition, will more than offset the recent
improvement in Ardent's financial profile.

In addition, because the Albuquerque assets include a significant
health plan, the company is at risk for future premium trends as
well as the cost of care to a large enrollee base in the
Albuquerque market. Other key risks include Hillcrest's
historically poor financial performance and the uncertain future
of its supplementary government payments for graduate medical
education, which have bolstered its profitability.

Still, Ardent will benefit from a strong position in its two key
markets. In both Albuquerque and Tulsa, the company will control
about one-third of the local market. Ardent will attempt to
improve operating efficiency, invest in key areas such as
information systems, and add new services.


ATA AIRLINES: Wants to Waive Deposit & Investment Guidelines
------------------------------------------------------------
The assets of ATA Airlines and its debtor-affiliates consist of,
among other things, cash, cash equivalents, short-term investments
and deposit accounts.  Before the Petition Date, the Debtors
invested cash in accordance with conservative guidelines and with
the primary goal of protecting principal and the secondary goals
of maximizing yield and liquidity.

The financial institutions at which the Debtors maintain the
Investment Accounts are financially stable banking institutions
and, where applicable, are insured by the Federal Deposit
Insurance Corporation up to an applicable unit per account.  All
deposits and investments are prudent and designed to yield the
maximum reasonable net return on the funds invested, taking into
account the safety of the deposits and investments.  Moreover, the
Debtors' loan documents with the Air Transportation Stabilization
Board restrict the definition of "Cash Equivalents" and,
therefore, impose certain investment restrictions that further
limit the range of permissible investments.

While the Debtors are seeking the full range of investment
authority consistent with its prepetition practices, the Debtors
have complied with the more restrictive provisions in the ATSB
Loan Agreement and will continue to comply with those provisions
so long as they remain in force.

To maximize the assets of their estates, the Debtors seek the
Court's authority to invest estate funds, in their sole
discretion, in these short-term investment vehicles:

   (a) money market accounts; and
   (b) short term investments in commercial paper instruments.

The proposed investment guidelines will enable the Debtors to
maintain the security of their investments, while at the same
time, provide the Debtors with the flexibility required to
maximize the yield on the investment and deposit of cash.

Section 345(a) of the Bankruptcy Code authorizes a debtor-in-
possession to deposit or invest the money of a bankruptcy estate
in a manner that will "yield the maximum reasonable net return on
such money, taking into account the safety of such deposit or
investment."

For deposits or investments that are not "insured or guaranteed by
the United States or by a department, agency, or instrumentality
of the United States or backed by the full faith and credit of the
United States," Section 345(b) provides that the estate must
require from the entity with which the money is deposited or
invested a bond in favor of the United States secured by the
undertaking of an adequate corporate surety.

However, the Debtors believe that they do not have to satisfy the
investment and deposit restrictions under Section 345.  The
Debtors believe that the yield on investments under the proposed
guidelines will be substantially greater than if the Debtors were
restricted to direct investments in government securities.  Given
the amount of cash that is or will be in their estates, the
Debtors would lose a substantial amount of money if limited to
direct investment in government securities.

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 Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AUCXIS CORP: Subsidiary Confirms Sale of Trading Solutions Unit
---------------------------------------------------------------
Aucxis Corp., formerly e-Auction Global Trading Inc. (Pink Sheets:
AUCX), a Nevada Corporation, reported that the bankruptcy trustee
of Aucxis NV (the 100% owned Belgium subsidiary of Aucxis Corp.),
confirmed the sale of Aucxis Trading Solutions Belgium, the 92.5%
owned subsidiary of Aucxis NV.

On April 11, 2003 Aucxis NV voluntarily filed for bankruptcy and a
trustee in bankruptcy was entrusted with Aucxis NV's management
and the realization of its assets for the benefit of its
creditors.  Through a series of negotiations with the former
owners of Auction Global (Schelfhout), a settlement was reached
whereby all claims were settled and the sale of ATS by way of
auction was approved.  On October 25, 2004, Aucxis received
confirmation from its Belgium counsel that the sale had been
finalized.

Through the auction process, the trustee finalized the sale of ATS
for proceeds of just over $2 million U.S. Of the gross proceeds
received, the net amount available to Aucxis Corp. is not yet
known due to various secured creditor claims and foreign exchange
variances, but is estimated to be up to $200,000 U.S. The main
secured creditor claims include repayment of bridge loans with
accrued interest, the Schelfhout litigation settlement payment and
Belgium legal fees. There also was a provision made to be applied
toward any final charges from CEPINA, the Belgium arbitration
tribunal utilized during the Schelfhout litigation process.

Management is currently in negotiations with different groups who
may be interested in assisting the Company with raising money and
with projects ranging from the wireless industry to the resource
sector. Management will likely not be able to secure financing
and/or a viable project until all outstanding payables and claims
are resolved.

Management will be seeking the cooperation of all existing
unsecured creditors by proposing a settlement of all outstanding
payables.

                           About Aucxis

Aucxis is a Nevada Corporation headquartered in Vancouver, Canada
and trades on the Pink Sheets under the symbol AUCX.


AVAYA INC: Launches Senior Debt Offering & Consent Solicitation
---------------------------------------------------------------
Avaya Inc. (NYSE: AV), a global provider of business
communications software, systems and services, commenced a cash
tender offer for any and all of its 11-1/8% Senior Secured Notes
due 2009 and a consent solicitation to amend the related Note
indenture. The consent solicitation will seek consents from
holders of the Notes to eliminate substantially all restrictive
covenants, the reporting requirements and certain events of
default from the Note indenture, as well as eliminate the
requirement under the indenture to provide security for the notes
and related provisions regarding the collateral.

The offer and consent solicitation are subject to the terms and
conditions set forth in Avaya's Offer to Purchase and Consent
Solicitation Statement dated November 1, 2004 and will expire at
5:00 p.m., New York City time, on December 1, 2004, unless
extended. Avaya currently expects to have an initial settlement on
November 16, 2004 for Notes tendered before 5:00 p.m., New York
City time on November 15, 2004, followed by a final settlement
promptly after the Expiration Date for Notes tendered after the
Early Consent Date. The Company reserves the right to extend the
initial settlement date up to and including the final settlement
date. Holders of the Notes have limited withdrawal rights, as
described in the Offer to Purchase and Consent Solicitation
Statement and related materials.

The purchase price (calculated as described in the Offer to
Purchase and Consent Solicitation Statement) to be paid for each
$1,000 in principal amount of the Notes validly tendered will be:

   (1) the present value on the initial settlement date of
       $1,055.63 (the amount payable on April 1, 2006, which is
       the first optional redemption date of the Notes) and the
       present value of the interest from the last interest
       payment date until April 1, 2006, discounted at a rate
       equal to the sum of:

           (i) the yield on the 1.50% U.S. Treasury Note due
               March 31, 2006 and

          (ii) a fixed spread of 50 basis points, minus accrued
               and unpaid interest from the last interest payment
               date to, but not including, the initial settlement
               date, minus

   (2) an amount equal to the consent payment referred to below.

In addition, accrued and unpaid interest will be paid on the
tendered Notes up to, but not including, the applicable settlement
date. The reference yield will be calculated in accordance with
standard market practice as of 2:00 p.m., New York City time, on
November 15, 2004 (unless extended), as reported by Bloomberg
Government Pricing Monitor on "Page PX4."

A consent payment of $30 will be paid for each $1,000 in principal
amount of the Notes to holders who tender their Notes and deliver
their consents to the proposed indenture amendments prior to the
Early Consent Date. Holders of Notes tendered after the Early
Consent Date will not receive a consent payment.

The offer is subject to several conditions, including the receipt
of consents from holders of, at least a majority in aggregate
principal amount of the Notes, the execution of a supplemental
indenture amending the Note indenture, and other customary
conditions. Avaya may amend, extend or terminate the offer and
consent solicitation in its sole discretion.

                        About the Company

Avaya Inc. designs, builds and manages communications networks for
more than one million businesses worldwide, including more than 90
percent of the FORTUNE 500(R). Focused on businesses large to
small, Avaya is a world leader in secure and reliable Internet
Protocol telephony systems and communications software
applications and services.

Driving the convergence of voice and data communications with
business applications -- and distinguished by comprehensive
worldwide services -- Avaya helps customers leverage existing and
new networks to achieve superior business results. For more
information visit the Avaya website: http://www.avaya.com/

                          *     *     *

As reported in the Troubled Company Reporter on May 4, 2004,
Standard & Poor's Rating's Services revised its outlook
on the rating of Avaya Inc. to positive from stable. The 'B+'
corporate credit and senior secured debt and 'B' senior unsecured
debt ratings were affirmed. The outlook revision reflects
improved profitability in recent quarters combined with reduced
debt, improving debt protection metrics and increased balance
sheet liquidity.


BALLY TOTAL: Seeks Waivers from Noteholders Due to Late Filing
--------------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT) intends to
seek waivers of defaults from holders of its 10-1/2% Senior Notes
due 2011 and 9-7/8% Senior Subordinated Notes due 2007 under the
indentures governing the notes. These defaults result from the
Company's previously announced failure to timely file its
financial statements for the quarter ended June 30, 2004 with the
Securities and Exchange Commission and deliver those financial
statements to the Indenture Trustees.  

Although the filing and delivery delay constitutes a default under
the indentures, it does not result in an event of default or
acceleration without the delivery to Bally of a default notice
from the trustee or holders of at least 25% in the aggregate
principal amount of either series of notes and the expiration of a
30-day cure period thereafter. If the defaults were not cured or
waived by the expiration of such 30-day period, an event of
default would occur, and the trustee or holders of at least 25% of
the principal amount of either the senior notes or the senior
subordinated notes would have the right to accelerate their
respective series of notes at 100% of par value.

On October 29, 2004, the trustee advised the Company it would
begin notifying noteholders of the defaults in accordance with the
indentures. In addition, the trustee has informed Bally it will
not send default notices to the Company if Bally commences consent
solicitations by November 15, 2004, and has either cured the
defaults or obtained the necessary waivers from the holders of a
majority of each series of notes by December 15, 2004.

Bally previously announced that it had completed a new $175
million secured term loan, the proceeds of which were used to
refinance its $100 million accounts receivable securitization and
to provide approximately $75 million of additional liquidity.

As a result of this financing, Bally has no significant repayment
obligations on any debt until the maturity of the senior
subordinated notes in 2007, and as of November 1, 2004, had no
outstanding advances under the $100 million revolving credit
portion of the facility, except for $8.7 million in letters of
credit.

The lenders under this newly combined $275 million secured credit
facility have foregone any requirement for receipt from the
Company of financial statements filed with the SEC. However, the
credit agreement provides for a cross-default 10 days after
delivery to Bally of a default notice under either of the
indentures. As a result, the delivery of a default notice under
either indenture to Bally could ultimately result in acceleration
of the Company's obligations under the credit facility and the
indentures.

Notwithstanding Bally's intention to seek waivers, no assurance
can be given that an event of default under the indentures will
not occur in the future.

                        About the Company

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

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 20, 2004,
Moody's has downgraded the ratings on $100 million, H & T Master
Floating Rate Accounts Receivable-Backed Variable Funding
Certificates, Series 2001-1, from Baa2 to Ba1.

In addition, following the issuance of million new five-year term
loan facility totaling $175 million to refinance existing debt on
October 14,2004, including its present $100 million securitization
facility, Moody's rating on $100 million, H & T Master Floating
Rate Accounts Receivable-Backed Variable Funding Certificates,
Series 2001-1, will be withdrawn.

This concludes the review announced on August 19, 2004 and follows
the downgrade by Moody's on September 30, 2004 of Bally Total
Fitness Holding Corporation's senior implied rating to B3 and the
corresponding senior subordinated rating to Caa2, with a stable
rating outlook. Moody's rating action on Bally reflected
significant leverage, limited free cash flow, competitive
pressures, resulting in growth challenges and membership
attrition. As a result of this downgrade the $100 million, H & T
Master Floating Rate Accounts Receivable-Backed Variable Funding
Certificates, Series 2001-1 transaction hit an early amortization
trigger.

Moody's downgraded the ratings of the H & T Master Floating Rate
Accounts Receivable-Backed Variable Funding Certificates, Series
2001-1 due to concerns about potential future performance of the
trust receivables pool. The future performance of the receivables
will be closely related to the continued operations of its current
level of health clubs. The current performance of the receivables
in the trust is in line with expectations.


BRISTOL CDO: Moody's Slashes Class C's Rating to Ba2 from A2
------------------------------------------------------------
Moody's Investors Service has taken action on notes issued by
Bristol CDO I, Limited, a collateralized debt obligation issuance.
The tranches affected are:

   (1) U.S.$223,500,000 (current balance of $175,320,000) Class
       A-1 First Priority Senior Secured Floating Rate Notes Due
       2032, currently rated Aaa, have been placed on watch for
       possible downgrade,

   (2) U.S.$20,500,000 (current balance of 16,080,000 ) Class A-2
       First Priority Senior Secured Floating Rate Notes Due 2032,
       currently rated Aaa, have been placed on watch for possible
       downgrade,

   (3) U.S.$30,000,000 Class B Second Priority Senior Secured
       Floating Rate Notes Due 2037, currently rated Aa1, have
       been placed on watch for possible downgrade, and

   (4) U.S.$13,000,000 Class C Third Priority Secured Floating
       Rate Notes Due 2037 have been downgraded to Ba2 on watch
       for possible downgrade from A2 on watch for possible
       downgrade.

Moody's has noted that Bristol CDO I, which closed on
October 11, 2002, is violating, among other tests, the Weighted
Average Rating Factor Test (Weighted Average Rating Factor has
increased from June 2004 to October 2004 from 521 to 1088), the
Class A/B Overcollateralization Test, and the Class C
Overcollateralization Test which has decreased from June 2004 to
October 2004 from 101.57% to 98.37%, each as reported in the
monthly deal surveillance report dated as of October, 2004.  
Moody's has also noted that the sharp rise in the WARF is
partially due to the presence in the collateral portfolio of
manufactured housing securities, which have recently been
downgraded.

Rating Action: Watchlist & Downgrade

Issuer: Bristol CDO I, Ltd.

Tranche:        U.S.$223,500,000 (current balance of $175,320,000)
                Class A-1 First Priority Senior Secured Floating
                Rate Notes Due 2032
Prior Rating:   Aaa
Current Rating: Aaa on watch for possible downgrade

Tranche:        U.S.$20,500,000 (current balance of 16,080,000 )
                Class A-2 First Priority Senior Secured Floating
                Rate Notes Due 2032
Prior Rating:   Aaa
Current Rating: Aaa on watch for possible downgrade

Tranche:        U.S.$30,000,000 Class B Second Priority Senior
                Secured Floating Rate Notes Due 2037
Prior Rating:   Aa1
Current Rating: Aa1 on watch for possible downgrade

Tranche:        U.S.$13,000,000 Class C Third Priority Secured
                Floating Rate Notes Due 2037
Prior Rating:   A2 on watch for possible downgrade
Current Rating: Ba2 on watch for possible downgrade


CATHOLIC CHURCH: Tucson Proofs of Claim Must be in by April 15
--------------------------------------------------------------
Before 2002, the Roman Catholic Church of the Diocese of Tucson
was a defendant in 11 suits involving 16 plaintiffs.  Tucson also
provided counseling and other services to people who alleged that
they were abused but who had not sought damages through civil
actions.  In early 2002, Tucson settled the 11 suits.  As part of
the 2002 Settlement, Tucson agreed to pay the Plaintiffs in the
11 suits $3,000,000 due in January 2007.  A parcel of real estate
previously owned by Tucson secures the $3,000,000 Payment.  The
Claimants in the 11 suits are, therefore, secured creditors in
Tucson's case.

Tucson believed at the time of the 2002 Settlement that the
Plaintiffs in the 11 suits, together with those who had informally
sought help from Tucson, constituted the universe of claims
arising out of these problems.  That belief was mistaken.

Since the 2002 Settlement, 22 more cases were filed in Arizona and
in California, involving 34 plaintiffs alleging, again, the
failure of Tucson to properly supervise or otherwise deal with
alleged knowledge by Tucson of the actions of certain clergy and
others.

Given the experience since the 2002 Settlement as well as the
experience of other Dioceses around the country who have settled
these types of cases, Tucson believes that there may well be other
claimants who have not yet asserted formal or informal claims
arising out of alleged abuse by clergy or others associated with
Tucson.

Susan G. Boswell, Esq., at Quarles & Brady Streich Lang, LLP, in
Tucson, Arizona, informs Judge Marlar that Tucson's universe of
potential claimants includes:

   * secured claims related to the 2002 Settlement;

   * unsecured claims of trade creditors, vendors and other
     persons or entities who provide goods or services to the
     Diocese;

   * lenders, including parishes that are unsecured creditors in
     the case for, among other things, money lent to Tucson
     for the 2002 Settlement; and

   * the unsecured claims of persons who contend they were abused
     by clergy or other persons employed by or related to Tucson
     for which the claimants contend that Tucson is liable under
     various theories.

Tucson classifies Tort Claims under five categories:

   Category 1:  Claims currently in litigation.

   Category 2:  Claims of claimants who have chosen not to
                initiate litigation against Tucson but who
                have asserted that they have been abused and are
                receiving counseling or other services from
                Tucson.

   Category 3:  Claims of persons who have contacted Tucson
                regarding potential abuse claims but who have not
                sought counseling or other services offered by
                Tucson.

   Category 4:  Claims that have not yet been asserted but are
                known to the claimants.

   Category 5:  Potential claims of persons who are suffering
                from repressed memory.

                   Tucson Seeks Claims Bar Date

Tucson asks the U.S. Bankruptcy Court for the District of Arizona
to:

   (a) establish a deadline for filing proofs of claim;

   (b) establish a deadline for claims resulting from the
       rejection of an executory contract or unexpired lease; and

   (c) approve the proof of claim forms, notice of the Bar Date,
       and publication notice.

Specifically, Tucson suggests that the Claims Bar Date be 90 days
after the Court enters its Order approving the request, or at
another date as the Court finds appropriate under the
circumstances.

Furthermore, Tucson asks the Court to set the Bar Date for claims
that result from the rejection of an executory contract or
unexpired lease as the earlier of 30 days from the date (i) of an
order rejecting the executory contract or unexpired lease, or
(ii) a plan of reorganization is confirmed.

"The Bar Date proposed . . . only seeks to set a deadline for
claimants who are aware or may be aware that they have a potential
claim against the Diocese whether or not those claims have been
made known to the Diocese," Ms. Boswell says.

Tucson will address claims of future claimants at a later date.

                      Proof of Claim Forms

Tucson proposes to modify the Official Bankruptcy Form No. 10 to
elicit necessary information for the resolution of the Tort
Claims.  Tucson will seek input from interested parties as to the
contents of the Tort Claim Form before submitting the Tort Claim
Form to the Court for consideration.  Tucson further proposes that
the Claim Form for non-Tort Claims -- Other Claims Form -- be
slightly modified to clearly advise claimants that they should
only use this claim form if they are asserting claims other than
Tort Claims.

Ms. Boswell explains that the proposed modifications are warranted
since the information that will be requested is critical to a
reasonable evaluation and analysis of Tucson's liability for the
alleged claims.

Each proof of claim form will be designed to ensure that claimants
provide necessary information relating to their claim.  This would
allow Tucson to determine the nature, extent and validity of the
claims, while being sensitive to the special issues for victims
related to the information sought.  The information is also
important in the event it becomes necessary for the Court to
estimate claims with respect confirmation of a plan.

                         Bar Date Notice

Tucson will confer with interested parties and seek their input
with respect to the form of notice for Tort Claims.  Tucson will
send the relevant proof of claim form to all creditors and others
entitled to receive notice.  The Bar Date Notice will also be
published in consecutive issues of these Diocesan or Parish
publications:

   1. The Catholic Vision Newspaper,

   2. Parish bulletins, and

   3. The Bishop's weekly Monday memorandum which goes to all
      parishes, schools, catholic organizations and hundreds of
      individual Catholics throughout the Diocese.

Additionally, Tucson will:

   -- post the Bar Date Notice on the home page of its Web site;

   -- request that each Parish post the Bar Date Notice on its
      Web site; and

   -- attempt to post the Bar Date Notice on the Web site of the
      Survivors Network of those Abused by Priests and any other
      Web sites for victim advocacy groups that allow Tucson to
      publish the Bar Date Notice.

                       Publication Notice

The Diocese will also publish a notice of the Bar Date:

   -- once in the Los Angeles Times, Wall Street Journal, and USA
      Today; and

   -- twice in the Ajo Copper News, Arizona Daily, Arizona Range
      News, Arizona Republic, Arizona Silver Belt, Bisbee
      Observer, Casa Grande Valley Newspapers Inc., Daily
      Dispatch, Eastern Arizona Courier, Green Valley News & Sun,
      Nogales International, Parker Pioneer, Pavson Roundup, San
      Pedro Valley News-Sun, Sierra Vista Herald, Yuma Sun, The
      Arizona Daily Star, and The Tucson Citizen.

Any creditor, except for future claimants who are dealt with
separately, who fails to timely file a proof of claim pursuant to
the Bar Date will be prohibited from participating in Tucson's
case with respect to voting on the Plan, distribution under the
Plan, or in any other regard.  Nevertheless, the holder of any un-
filed claim would be bound by the terms of the Plan once confirmed
by the Court.

                U.S. Trustee Wants Longer Bar Date
                 for Categories 4 & 5 Tort Claims

Ilene J. Lashinsky, the U.S. Trustee for Region 14, sees no
problem with a 90-day deadline for the first three categories of
Tort Claims but she is concerned about Categories 4 & 5, as
outlined by the Diocese of Tucson.

Trial attorney Christopher J. Pattock explains that Category 4 &
5 tort claimants may be prejudiced by a short Bar Date.  Mr.
Pattock asserts that a longer Bar Date should be set for these two
categories, and an appropriate noticing procedure for both
categories must be submitted with the Court.

                          *     *     *

At the Case Management Hearing on October 7, 2004, several
parties-in-interest informed Judge Marlar that the 90-day Bar Date
is insufficient.  They argued, among other things, that the Bar
Date should be open-ended, or if a date must be set, it should be
extended well beyond a year.

Barbara Blaine, survivor and President of SNAP, which represents a
group of survivors, believes that "the victims should have ten
years to come forward."

However, Judge Marlar declares that the setting of a Bar Date is a
routine request in a normal bankruptcy case, and a deadline in a
Chapter 11 case is a necessity.  Tucson, Judge Marlar explains,
needs to know the number of creditors, what the amounts of the
claims are, and how the claims will be settled.

Accordingly, Judge Marlar rules from the bench setting
April 15, 2005, as the deadline by which all claimants must file
their claims in Tucson's Chapter 11 case.

The Court directs Tucson's counsel to meet with all of the
interested parties to craft a Bar Date Notice.

A person will be appointed to represent the interests of the group
of unknown parties that have not come forward, the potential group
of minors, and the incapacitated or have repressed memories that
may not know they have a claim.  A fund will be established for
future claimants.  The future claimants representative will have
to file a claim for the class by the Bar Date.  The fund amount
will be the subject of negotiation, agreement, or cram down.

The proof of claim forms and the notice will be translated into
Spanish, and Tucson the Diocese will publish information in
Spanish-speaking newspapers in Yuma, Phoenix, Hermosillo, South
Tucson, Nogales Sonora, Mexico and Agua Prieta.  The Diocese may
possibly publish in New Mexico, Texas, Colorado, and other western
states.  The Parade Magazine and USA Today are other options.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  The Archdiocese of Portland in Oregon filed for chapter
11 protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq. and William N. Stiles, Esq. of Sussman
Shank LLP represent the Portland Archdiocese in its restructuring
efforts. Portland's Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities. (Catholic
Church Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CCC INFO: Sept. 30 Balance Sheet Upside-Down by $131.3 Million
--------------------------------------------------------------
CCC Information Services Group Inc. (NASDAQ:CCCG) reported net
income of $0.5 million for the third quarter ending September 30,
2004, compared to net income of $6.4 million for the same quarter
in 2003. The Company's third quarter results include the net
impact of a non-cash stock compensation charge in connection with
the self-tender offer and a net benefit related to a litigation
settlement.

               Stock Compensation Expense Non-Cash

During the quarter the company completed a $210 million self-
tender offer to purchase 11.2 million shares, which leaves
approximately 15.9 million shares outstanding. Participation by
the company's shareholders was high, as over 90 percent of the
share base tendered their shares. Due to the high participation
rate, the ownership profile of the company remained relatively
unchanged. In connection with the self-tender offer, the company
recorded a charge of $13.1 million to reflect non-cash stock
compensation expense related to employee options. The ability of
employee stock option holders to participate in the self-tender
offer through the Company on a net exercise basis resulted in
variable stock compensation accounting for the Company's Stock
Incentive Plans, which resulted in the non-cash charge. According
to stock compensation accounting requirements, the charge had to
cover all vested employee stock options including those that were
not tendered and those that were unable to be exercised due to the
44 percent pro-ration factor. Employee option holders received
$3.5 million, or 1.7%, of the $210 million returned to
shareholders. All stock option holders received the same terms and
conditions for the self-tender as shareholders and warrant
holders. There are no further requirements for stock compensation
expense in connection with the tender offer. In addition, the
variable stock compensation accounting for the Company's Stock
Incentive Plans ended on August 30, the date the tender offer
closed.

                      Litigation Settlement
                       
The Company recorded a net benefit for a litigation settlement of
$2.6 million for the third quarter, which was comprised of three
parts. During the quarter, CCC received $4.8 million as a result
of the settlement of a lawsuit filed by certain insurers that had
issued policies to the Company involving coverage in connection
with the company's vehicle valuation product now known as CCC
Valuescope(TM) Claim Services. Of the $4.8 million, $0.3 million
was used to pay for legal costs related to the litigation. CCC
also recorded a charge of $1.9 million to increase its net reserve
for settlement of the litigation relating to CCC Valuescope, from
$4.3 million to $6.2 million. The net result of the insurance
settlement, after the $1.9 million charge and deduction of $0.3
million for legal costs resulted in the net pre-tax benefit of
$2.6 million for the quarter.

                       Financial Highlights
                       
Revenue for the third quarter increased 1.0 percent to
$49.1 million, compared to $48.6 million for the same quarter in
2003. Operating income for the quarter was $1.4 million, including
a net charge of $10.5 million representing the net effect of the
charge and benefit mentioned in Table 1 above, compared to
operating income of $10.7 million for the same quarter in 2003.

Revenue for the first nine months of 2004 was $148.2 million, an
increase of 2.6 percent compared to $144.5 million for the first
nine months of 2003. Operating income for the first nine months of
the year was $20.1 million, including two charges totaling $1.7
million in the second quarter, and a net charge of $10.5 million
representing the net effect of the charge and benefit mentioned in
Table 1 above. Operating income for the first nine months of 2003
was $29.4 million, including a charge of $1.1 million in the
second quarter of 2003.

Key revenue highlights for the quarter are as follows:

   -- The CCC Pathways(R) portfolio increased 4.9% from prior year
      due to the growth of our estimating solutions in the repair
      facility and insurance channels, as well as sales of our
      recycled parts solution to insurance companies.

   -- The CCC Valuescope(TM) portfolio grew 1.4 percent
      sequentially primarily due to the addition of new customers
      to the portfolio.

   -- The Workflow portfolio fell 3.8 percent from prior year as
      growth in CCC Autoverse(R) was offset by a decrease in
      EZNet(R).

   -- Other revenue decreased in line with the company's plan to
      exit the customer hardware business, and a planned phase out
      by a customer of the CARS(R) Direct service, a product
      originally introduced in 1997.

Key operating expense highlights for the quarter are as follows:

   -- Production and customer support expenses declined from prior
      year due to costs incurred last year to transition to a new
      customer support model.

   -- Selling, general and administrative expenses increased from
      prior year as a result of an increase to certain incentive
      compensation costs tied to business performance. The
      increase in compensation expense was partially offset by
      savings generated from improved expense controls and the
      organizational realignment completed in the second quarter.

   -- Product development and programming expenses decreased
      primarily due to the organizational realignment of the
      company that took place in the second quarter.

The company issued the following guidance for the fourth quarter
and full year 2004:

   -- Revenue growth for the fourth quarter is expected to be in
      the 1 to 2 percent range versus the prior year, which would
      produce full year revenue growth in the 2 to 3 percent
      range. This is a change from our previous guidance of 3 to 4
      percent.

   -- Operating income for the fourth quarter should be in the $12
      to $13 million range, with full year operating income
      expected to be in the $32 to $33 million range, including
      the impact of the charges taken in the second quarter of
      $1.7 million and the impact of the net charge of $10.5
      million taken in the third quarter. This is a decrease from
      our previous guidance of $43 to $45 million due to the
      impact of the net charge taken in the third quarter.

   -- Earnings per share for the fourth quarter is expected to be
      in the $0.36 to $0.39 per share range. Earnings per share
      for 2004 is expected to be in the $0.75 to $0.77 per share
      range, which represents a decrease from our previous
      guidance of $0.96 to $1.00 per share. Earnings per share
      guidance for the full year includes the impact of the
      reduction in the number of shares outstanding following
      completion of the self-tender offer as well as the effect of
      the $0.04 per share in charges taken in the second quarter
      and the $0.27 per share net charge recorded in the third
      quarter. Please note that due to the timing of the tender
      offer, the fully diluted share base expected to be used for
      the fourth quarter earnings per share calculation is much
      lower than the fully diluted share base that is expected to
      be used for the full year earnings per share calculation. As
      a result, adding together the earnings per share for the
      individual quarters will not produce the full year earnings
      per share figure. (The company is using a fully diluted
      share base of 24.2 million to calculate the full year EPS
      figure and 17 million shares for the fourth quarter)

CCC also supplied the following preliminary guidance for 2005:

   -- Revenue growth is expected to be in the low to mid single
      digit percent range

   -- Earnings per share is anticipated to grow by 85 to 95
      percent over 2004. Please note that this guidance is based
      on expectations for 2005 earnings compared to 2004 reported
      results, which include the impact of the net charges taken
      in the second and third quarters, and also reflects the
      decrease in the fully diluted share base due to the self-
      tender offer

   -- The company expects to use 17.3 million shares for the fully
      diluted earnings per share calculation for 2005

The company will be hosting its third quarter earnings call to
discuss results at 11:00 AM EST. A live web cast will be made
available at http://www.cccis.com/

                            About CCC
    
CCC Information Services Group Inc. (NASDAQ: CCCG), headquartered
in Chicago, is a leading supplier of advanced software,
communications systems, Internet and wireless-enabled technology
solutions to the automotive claims and collision repair
industries. Its technology-based products and services optimize
efficiency throughout the entire claims management supply chain
and facilitate communication among approximately 21,000 collision
repair facilities, 350 insurance companies and a range of industry
participants. For more information about CCC Information Services,
visit CCC's Web site at http://www.cccis.com/

At Sept. 30, 2004, CCC Info's balance sheet showed a $131,319,000
stockholders' deficit, compared to $51,583,000 in positive equity
at Dec. 31, 2003.

                          *     *     *

As reported in the Troubled Company Reporter on August 5, 2004,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Chicago, Illinois-based CCC Information Services
Inc.

At the same time, Standard & Poor's assigned its 'B+' senior
secured debt rating, with a recovery rating of '4', to the
company's proposed $208 million senior secured bank facility,
which will consist of a $30 million revolving credit facility (due
2009) and a $178 million term loan (due 2010). The 'B+' rating on
the senior secured debt is the same as the corporate credit rating
and the '4' recovery rating indicates that the first priority
senior secured debt holders can expect marginal (25%-50%) recovery
of principal in the event of a default.

The proceeds from this facility, along with about $38 million of
cash on hand, will be used to repurchase $210 million in CCC's
common stock. The outlook is positive. Pro forma for the
proposed bank facility, CCC had approximately $205 million in
operating lease-adjusted debt as of June 2004.


DEL GLOBAL: Posts $2.6 Million Net Loss in Fourth Quarter
---------------------------------------------------------
Del Global Technologies Corp. reported operating results for its
fiscal 2004 fourth quarter and year ended July 31, 2004.

                       Corporate Overview
                       
As previously announced, Del Global completed the sale of its High
Voltage Power business, a part of its Power Conversion Group, on
October 1, 2004 as part of the Company's previously announced
strategic alternatives review. Accordingly, this business is
presented as a discontinued operation for the fiscal 2004 and 2003
periods.

Also as previously announced, the Company entered into non-binding
letters of intent for the sale of both the Medical Systems Group
and the remainder of its Power Conversion Group business segments.
The Company intends to call a meeting of stockholders to seek
approval under New York law for the sale of the Medical Systems
Group Segment in the event a definitive agreement is entered into
for such sale. There can be no assurance that these non-binding
letters of intent will result in the consummation of the sale of
these segments or that the strategic alternatives process
initiated by the Company will lead to any other transactions. The
Company may seek stockholder approval of a plan of liquidation;
however, the Board of Directors of the Company has not yet
approved any plan of liquidation. Any proceeds that may be
received by stockholders of the Company as a result of any plan of
liquidation may be greater or less than the current market price
of Del Global's common stock.

         Fiscal 2004 Fourth Quarter and Year End Results

Consolidated net sales for fiscal 2004 increased 22.9% to $83.8
million from $68.2 million last year. Consolidated net sales in
the fourth quarter of fiscal 2004 rose 3.2% to $19.4 million from
$18.8 million in the comparable period of the prior year.

Sales at the Medical Systems Group rose 26.2% to $70.8 million
during fiscal 2004 from $56.1 million last year, due primarily to
higher international sales, which offset a decline in domestic
sales, as well as favorable foreign currency exchange effects of
approximately $1.4 million. Medical Systems Group sales during the
fourth quarter of fiscal 2004 increased 3.3 % to $15.8 million
from $15.3 million in the same period last year. Fiscal 2004 sales
at the Power Conversion Group improved by 8% to $13.1 million;
sales last year were lower due to the impact of the Department of
Defense investigation. Fiscal 2004 fourth quarter sales at the
Power Conversion Group increased 5.9% to $3.6 million from $3.4
million in the fourth quarter of fiscal 2003.

Consolidated gross margin improved to 25.4% during fiscal 2004
from 23% in fiscal 2003, due to higher gross margin at both the
Medical Systems Group and the Power Conversion Group. Consolidated
gross margin improved to 30.9% during the fiscal 2004 fourth
quarter from 23.2% in the same period last year.

The Power Conversion Group's gross margin for fiscal 2004 was
30.2% versus 28.9% last year, due to improved procurement
practices resulting in lower average material costs. Gross margin
during the fourth quarter of fiscal 2004 improved to 47.0% from
41.7% in the fourth quarter of fiscal 2003 for the same reasons.
The Medical Systems Group's fiscal 2004 gross margin was 24.5%
compared to 21.7% in fiscal 2003, due to higher margins
domestically as a result of cost control measures. These factors
also produced gross margin at the Medical Systems Group of 27.2%
during the fourth quarter of fiscal 2004 versus 19.1% in the
fourth quarter of fiscal 2003.

Selling, General and Administrative expenses during fiscal 2004
declined to 19.0% of sales from 26.2% of sales last year. SG&A
also declined in the fiscal 2004 fourth quarter to 22.0% of sales
from 24.1% of sales in the comparable prior year period. These
decreases were the result of reduced corporate legal and
accounting costs.

Operating income for fiscal 2004 improved to $194,000 from an
operating loss of $6.1 million last year; operating income for the
fiscal 2004 fourth quarter improved to $840,000 from an operating
loss of $538,000 in the same period one year ago. Operating income
also includes unallocated corporate costs of $3.7 million in
Fiscal 2004, compared to unallocated corporate costs of $5.7
million in Fiscal 2003.

The Medical Systems Group posted operating income of $5.4 million
in fiscal 2004 and $0.9 million in the fourth quarter of fiscal
2004, as compared to operating income of $1.0 million in fiscal
2003 and operating income of $0.3 million in the fourth quarter of
fiscal 2003. This was offset by operating losses of $1.6 million
and $1.3 million at the Power Conversion Group in fiscal 2004 and
fiscal 2003, respectively, and operating income of $1.0 million
and $0.7 million for the fiscal 2004 and fiscal 2003 fourth
quarters, respectively.

The Company achieved operating profitability for the fiscal 2004-
year and fourth quarter despite the impact of litigation
settlement expenses totaling $3.7 million for the full year. Of
these charges, $3.2 million related to the previously announced
settlement with the U.S. Government regarding the investigation of
the Company's RFI subsidiary (recorded in the second quarter of
fiscal 2004), while $500,000 was expensed in connection with the
modification to the warrants and related legal and professional
fees incurred with the previously announced class action
settlement (recorded in the fiscal 2004 fourth quarter).

The loss from continuing operations for fiscal 2004 was
$10.7 million, versus a loss from continuing operations of $15.2
million last year. Income from continuing operations for the
fiscal 2004 fourth quarter was $335,000, versus a loss from
continuing operations of $4.0 million in the same period last
year. Results from continuing operations included the litigation
settlement costs, as well as the previously announced $9.8 million
deferred tax valuation allowance, which is included in provision
for income taxes. Del Global also established a $7.9 million
valuation allowance in the fiscal 2003 provision for income taxes.

The loss from discontinued operations for fiscal 2004 was
$5.1 million, versus income from discontinued operations of
$128,000 last year. The loss from discontinued operations for the
fourth quarter of fiscal 2004 was $2.9 million, versus a loss from
discontinued operations of $238,000 in the same period last year.
The loss from discontinued operations for the fiscal 2004 periods
are related to the sale of the Del High Voltage division and
included a $4.9 million write down of assets to net realizable
value.

Reflecting the above, Del Global reported a net loss of
$15.8 million, for fiscal 2004 versus a net loss of $15.0 million
last year. The net loss for the fiscal 2004 fourth quarter was
$2.6 million, or $.25 per share, versus a net loss of $4.3
million, or $.41 per share, in the fourth quarter of fiscal 2003.
The net loss for the fiscal 2003 fourth quarter includes a $3.2
million deferred tax valuation allowance, as discussed above.

                   Litigation Settlement Update

During the first quarter of fiscal 2005, Del Global paid the US
Government $5.0 million pursuant to the terms of the previously
announced RFI settlement. This settlement, as previously
announced, also included the Company pleading guilty to one
criminal count and remains subject to court approval.

                             Backlog

Consolidated backlog for continuing operations at July 31, 2004
was $25.9 million versus backlog at August 2, 2003 of
approximately $16.3 million. Backlog in the Power Conversion Group
at July 31, 2004 of $7.7 million was comparable to backlog at
August 2, 2003. Backlog in the Medical Systems Group at July 31,
2004 was $18.2 million versus backlog at August 2, 2003 of
approximately $8.6 million with increases at both operating units.
Substantially all of the backlog should result in shipments within
the next 12 months.

                       Financial Condition
                        
Del Global's balance sheet at July 31, 2004 reflected working
capital of $7.8 million (of which $4.8 million was cash and cash
equivalents), shareholders' equity of $7.8 million and a stated
book value of $0.75 per share. As of July 31, 2004, the Company
had approximately $5.8 million of excess borrowing capacity under
its domestic revolving line of credit.

                        About the Company

Del Global Technologies Corp. is primarily engaged in the design,
manufacture and marketing of cost-effective medical imaging and
diagnostic systems consisting of stationary and portable x-ray
systems, radiographic/fluoroscopic systems, dental imaging systems
and proprietary high-voltage power conversion subsystems for
medical and other critical industrial applications. Through its
RFI subsidiary, Del Global manufactures electronic filters, high
voltage capacitors, pulse modulators, transformers and reactors,
and a variety of other products designed for industrial, medical,
military and other commercial applications.


DII/KBR: Has Until December 31 to Remove State Court Actions
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
extended the period within which DII Industries, LLC, and its
debtor-affiliates may file notices of removal with respect to
prepetition actions through and including December 31, 2004,
without prejudice to their rights to seek further extensions of
the removal deadline for cause shown.

Headquartered in Houston, Texas, DII Industries, LLC, is the
direct or indirect parent of BPM Minerals, LLC, Kellogg Brown &
Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc.,
Kellogg Brown & Root Engineering Corporation, Kellogg Brown & Root
International, Inc., (Delaware), and Kellogg Brown & Root
International, Inc., (Panama).  KBR and its subsidiaries provide a
wide range of services to energy and industrial customers and
government entities in over 100 countries.  DII has no business
operations.  DII and its debtor-affiliates filed a prepackaged
chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case No.
02-12152).  Jeffrey N. Rich, Esq., Michael G. Zanic, Esq., and
Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent the
Debtors in their restructuring efforts.  On June 30, 2004, the
Debtors listed $6.255 billion in total assets and $5.295 billion
in total liabilities.  (DII & KBR Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DIMON INC: Lenders Agree to Waive Sr. Note Indenture Cross-Default
------------------------------------------------------------------
DIMON Incorporated (NYSE: DMN) has obtained the requisite majority
of consents from the holders of each of its $200 million 9-5/8%
Senior Notes due 2011 and its $125 million 7-3/4 % Senior Notes
due 2013 and successfully completed the Company's previously
announced consent solicitation. The consent solicitation expired
at 5:00 p.m., New York City time, on Friday, October 29, 2004.

The Company has also obtained a wavier from the requisite majority
of lender banks under its $150 million syndicated credit facility
of the cross defaults thereunder caused by the defaults under the
Senior Notes indentures.  In addition, the Company has obtained
waivers of cross defaults under its operating credit lines that
contained cross default provisions.

The Company anticipated that the execution of the Supplemental
Indentures relating to the consent solicitation and the payment of
the consent payments to the Information Agent to occur on Nov. 1,
2004.

For a complete statement of the terms and conditions of the
consent solicitation and of the proposed waivers and amendments to
the indentures, holders of the Notes should refer to the Consent
Solicitation Statement dated October 11, 2004, as supplemented by
the Supplemental Solicitation Statement dated October 27, 2004.

The Solicitation Agent is Wachovia Securities. Questions from Note
holders regarding the consent solicitation may be directed to
Wachovia Securities, Liability Management Group, at 704-715-8341
or toll-free at 866-309-6316. D.F. King & Co., Inc. is serving as
Information Agent in connection with the consent solicitation.
Requests or questions of the Information Agent should be directed
to the Information Agent at D.F. King & Co., Inc., 48 Wall Street,
22nd Floor, New York, New York 10005, Telephone: 212-269-5550.

DIMON Incorporated is the world's second largest dealer of leaf
tobacco with operations in more than 30 countries. For more
information on DIMON, visit the Company's website at
http://www.dimon.com/

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 15, 2004,
Moody's Investors Service downgraded the ratings of the senior
unsecured bonds and the bank credit facility of DIMON Incorporated
to B1 from Ba3 and kept them under review for possible downgrade.
A review of the ratings for possible downgrade was initiated on
June 22, 2004.

The downgrade reflects:

     (i) an increased competitive environment in the leaf trading
         industry,

    (ii) current disruptions in sourcing, and

   (iii) Moody's expectation that DIMON's ability to reduce its
         leverage over the medium term will be limited.

Continuing review for possible downgrade of the ratings reflects
the technical default under the indentures announced by the
company on October 11, 2004. If a waiver of this technical
default is obtained, Moody's is likely to confirm the ratings and
assign a stable outlook.

Rating downgraded and kept under review for possible downgrade:

   * Issuer rating, to B2 from B1
   * Senior implied rating, to B1 from Ba3
   * Bank credit facility, to B1 from Ba3
   * $200 million senior notes due 2011, to B1 from Ba3
   * $125 million senior notes due 2013, to B1 from Ba3

The downgrade is triggered by:

   -- Increased margin pressure from cigarette companies, as a
      result of their own necessity to reduce costs. While
      DIMON's customer base is fairly diversified, the leaf
      trading industry suffers from overcapacity in several areas
      of the world, increasing the bargaining power of the
      cigarette companies. Moody's expects that this pressure
      will make it more difficult for the company to stabilize its
      operating margins. This pressure is exacerbated by a
      consumer demand for cigarettes that is at best increasing at
      1% of the average worldwide, due to demographic growth being
      largely offset by declining per-capita consumption rates.

   -- Difficulties in securing a steady flow of supplies. DIMON
      has recently become vulnerable to a global shift in leaf
      sourcing. Political difficulties in Zimbabwe have led to
      drastic cuts in shipments out of this country. While DIMON
      is well-positioned in Brazil, which is an alternative source
      to Zimbabwe, changing market dynamics there have created a
      more difficult environment for company as tobacco farmers
      have postponed deliveries and tried to extract a higher
      price from leaf dealers, and new entrants are now competing
      to purchase a portion of the crop.

Nonetheless, while softness in volumes and sourcing
disruptions have led DIMON to a last-twelve-months retained
cash flow minus capital expenditures (after working capital)
of $(19) million in the first quarter of fiscal year 2005,
Moody's expects a significant improvement in revenue in the
next two quarters, as shipments of a very large South
American crop continue.

   -- Continuing high leverage. At the end of the first quarter
      of fiscal year 2005, the debt to EBIT ratio reached 10.95,
      concurrent with a 36% year-to-year increase in inventories,
      to $664 million. Moody's expects that these metrics largely
      reflect timing issues and will significantly improve in the
      coming two quarters, once procured tobacco is shipped and
      after processing is sold to clients, who have committed to
      make these purchases (as is normal practice in the
      industry). Nonetheless, Moody's also expects that after
      stabilization of earnings and cash flow, DIMON's retained
      cash flow (before working capital) to debt is likely to
      remain in the single digits, reflective of a B1 credit for
      this industry.

The ratings reflect:

     (i) the company's strong position in the leaf trading
         industry,

    (ii) conservativeness of its procurement policy, and

   (iii) solidity of its relationship with its clients.

They also reflect:

     (i) the strong bargaining power of these clients, which
         induces margin pressure,

    (ii) the volatility of crop supplies,

   (iii) minimal worldwide demand growth for tobacco, and

    (iv) the company's high leverage.

DIMON has an approximate 35% market share in the worldwide leaf
trading industry, a diversified client base and diversified
sourcing (covering all tobacco-growing areas of the world).

Ratings remain under review as a result of a technical default
under the company's indentures and revolving credit. On
October 11, 2004, DIMON sought consent of waiver of previous
defaults under the limitation on restricted payments covenant
under the indentures arising from or related to the payment of
dividends to holders of the company's common stock, and
investments in a majority-owned subsidiary. It also sought an
amendment of certain provisions of the indentures to confirm the
company's ability to make dividend payments to holders of its
common stock in an amount not to exceed $14.1 million in any
12 month period and to allow the company to make up to $2 million
of investments in subsidiaries through December 31, 2005, each
case without regard to a consolidated interest coverage ratio
tests. The company is also seeking a waiver of the cross-default
clause under the revolving credit agreement. Dividend payments
have been made since December 2003 in violation of the indentures
as a result of an apparent misunderstanding by company's
management of the restrictions under the indentures.

Moody's expects that the company stands a strong chance of
obtaining the waiver and amendment from bond holders and from the
bank group, in view of the company's reasonable prospects of an
improvement in its cash flow over performance in the first three
quarters of the fiscal year 2005, and its reaffirmation of the
earnings guidance in the upper range of the one it has previously
given to investors. Should the company obtain the necessary
waivers and amendment by the deadline it has set to bondholders
and the banks of October 22, 2004, Moody's is likely to confirm
the ratings and assign a stable outlook. If the company did not
succeed in obtaining the waivers, the ratings could be downgraded
by several notches and remain under review for possible downgrade,
while the company would likely be looking for alternative
solutions.


ENRON CORP: Wants Court Nod on El Paso Swap Settlement Agreement
----------------------------------------------------------------
El Paso Merchant Energy, LP, an affiliate of El Paso Corporation,
and Mesquite Investors, LLC, are parties to two Swap Agreements:

    -- ISDA Master Agreement, Schedule (East Coast Power) and
       Confirmation (Swap-East Coast Power), dated February 23,
       2001;

    -- ISDA Master Agreement, Schedule (Trutta) and Confirmation
       (Swap-Trutta), dated February 23, 2001.

Pursuant to guaranties dated February 23, 2001, El Paso
guaranteed El Paso Merchant's obligations under both the East
Coast Power Swap Agreement and under the Trutta Swap Agreement.

On February 23, 2001, Mesquite assigned to East Coast Power
Holding Company, LLC, and East Coast Power assumed, all of
Mesquite's rights and obligations under the East Coast Power
Swap.  According to Martin A. Sosland, Esq., at Weil Gotshal &
Manges LLP, in New York, East Coast Power is a wholly owned
subsidiary of non-debtor Joint Energy Development Investments II
Limited Partnership.  Joint Energy II's general partner is Enron
Capital Management II Limited Partnership, an indirect wholly
owned subsidiary of ENA.  JEDI II's two limited partners are
Enron Capital Management III Limited Partnership, an indirect,
wholly owned subsidiary of Enron North America Corp., and the
California Public Employees' Retirement System, a unit of the
State & Consumer Services Agency of the State of California.
Through its limited partnerships, ENA holds a 50% interest in
JEDI II.  CalPERS holds the remaining 50% interest.

Mesquite also assigned to ECTMI Trutta Holdings, LP, and Trutta
assumed, all of Mesquite's rights and obligations under the
Trutta Swap.  Trutta is a Delaware limited partnership and a non-
debtor.  Brook I LLC, an indirect wholly owned subsidiary of ENA,
is the general partner of Trutta.  The remaining interests of
Trutta are owned directly by ECT Merchant Investments Corp. and
indirectly by Whitewing Associates LP, also a non-debtor.  The
sole member of Brook I is ECTMI.

East Coast Power and Trutta received the Swap Agreements as
consideration for their interests in East Coast Power, LLC, Mr.
Sosland relates.

Prior to the Petition Date, the Debtors valued the Swap
Agreements as a derivative of El Paso unsecured debt with an
added discount to reflect certain restrictions contained in the
Swap Agreements.  As El Paso's yields began to fluctuate due to
macro economic events in the energy industry, the Debtors'
valuation of the Swap Agreements fluctuated accordingly.

                      The Proposed Settlement

To shorten the average life of the obligations under the Swap
Agreements and to simplify the relationships between the parties,
East Coast Power and Trutta want to restructure the Swap
Agreements.

Beginning in 2002, El Paso, Trutta and East Coast Power began to
explore a potential exchange of the Swap Agreements for
replacement debt.  After extensive and substantial arm's-length
negotiations, the Parties entered into a Swap Settlement
Agreement on August 16, 2004.

Debtors ENA and ECTMI ask the Court to approve their consent to
the Settlement.

The principal terms of the Settlement Agreement are:

A. Notes

    El Paso will, concurrent with the execution and delivery of
    the Settlement Agreement, execute and deliver to:

       -- East Coast Power, a $117,524,163 promissory note; and
       -- Trutta, a $95,828,992 promissory note.

B. Termination of Swaps and Guaranties

    The East Coast Power Swap Agreement, the Trutta Swap
    Agreement, the East Coast Power Guaranty and the Trutta
    Guaranty are terminated in their entirety and are of no
    further force or effect.

C. Mutual Release

    Each Party will fully release, acquit, and forever discharge
    each of the other Parties of and from any and all claims,
    actions, causes of action, liabilities, contracts, costs and
    losses arising out of or related to the Swap Agreements;
    provided that they will not release any Party from obligations
    under the Settlement Agreement.

D. Sale or Transfer of the Notes

    If either Enron Party desires to sell or transfer either of
    the Notes or any interest therein, that Enron Party will
    notify El Paso of the proposed Transfer, including the
    identity of the proposed transferee and the nature of the
    transaction.  Prior to the Transfer, the Enron Party will
    deliver to El Paso, at that Enron Party's sole expense the
    evidence as El Paso may reasonably request in order to
    evaluate the Transfer's compliance with any applicable
    securities laws.

    Solely in connection with a Transfer of the East Coast Power
    Note, upon request of East Coast Power, El Paso will issue two
    new notes in an aggregate principal amount equal to the
    principal amount of the original East Coast Power Note.  One
    of the new notes will be issued to CalPERS with any remaining
    balance issued to East Coast Power.

A full-text copy of the Swap Settlement Agreement is available
for free at:

    http://www.sec.gov/Archives/edgar/data/1024401/000095012904007877/h19235exv10w1.txt

Mr. Sosland explains that the replacement debt that Trutta and
East Coast Power will receive under the Settlement Agreement are
one-year bullet maturities that mature on August 15, 2005, and
pay quarterly interest at a preset rate equivalent to the
valuation bond yield.  The Notes are sized in exact relative
proportion to the existing Swap Agreements and the covenants
contained in the Notes mirror the vast majority of the covenants
in El Paso's May 10, 1999 indenture that governs all of El Paso's
senior unsecured debt.

The only missing covenant in the Notes, Mr. Sosland points out,
is the requirement to file financial statements, which has been
omitted as El Paso executed waivers of the covenant and does not
desire to further extend the waiver requirement given the recent
extension of their filing date for their 2003 10-K until
September 30, 2004.

By shortening the average life of the obligations and also
reducing the uncertainty inherent in holding the obligations over
time, entering into the Settlement Agreement benefits East Coast
Power and Trutta, Mr. Sosland contends.  The Debtors believe that
the settlement set forth in the Settlement Agreement represents a
favorable resolution of the Swap Agreements and must be approved.

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)


FEDDERS CORP: Reports Third Quarter 2004 Financial Results
----------------------------------------------------------
Fedders Corporation (NYSE: FJC), a global manufacturer of air
treatment products, including air conditioners, air cleaners,
dehumidifiers and humidifiers, and thermal technology products,
reported sales of $69.2 million for the third quarter of fiscal
year 2004 compared to $78.7 million in the prior fiscal year
period. The decline in sales was the result of adverse weather
conditions in key North America markets that depressed demand for
room air conditioners.

For the third quarter, sales in the HVACR reporting segment were
$59.6 million compared to $70.4 million in the prior-year period.
Much cooler than normal weather conditions in North America
resulted in a very poor retail sales environment which not only
prevented in-season sales re-orders, but also resulted in
significant customer returns. Partially offsetting the lack of in-
season sales of room air conditioners in North America was
continued growth in sales of residential central air conditioning
products globally and sales of all air conditioning products in
Asia.

Sales in the Engineered Products reporting segment also grew
during the third quarter to $9.6 million, an increase from sales
of $8.3 million in the prior-year period. The sales growth was due
to improving market conditions for industrial air cleaners in both
Asia and North America.

For the third quarter, consolidated gross profit declined to $7.6
million or 11.0% of sales, compared to $15.5 million or 19.6% of
sales in the prior- year period. Gross profit was adversely
affected by higher component and raw material costs and unabsorbed
manufacturing costs associated with the transfer of production
from several US factories to China. Price increases have been
announced to offset the increased materials costs.

The operating loss for the third quarter was $10.4 million,
compared to a loss of $0.8 million in the prior-year period.
Selling, general and administrative expenses increased during the
quarter to $18.0 million compared to $16.3 million in the prior-
year period due to higher selling expenses as a result of
increased sales activity globally and higher warehousing costs to
support higher inventory levels, and severance costs.

The net loss for the quarter was $9.7 million compared to a net
loss of $3.7 million in the prior-year quarter. Net loss
applicable to common stockholders was $10.7 million, or 35 cents
diluted loss per share, compared to net loss applicable to common
stockholders of $4.0 million in the prior-year quarter, or 13
cents diluted loss per share.

For the nine months ended September 30, 2004, sales were $366.6
million compared to sales of $388.8 million in the prior-year
period.

Sales in the HVACR segment declined to $335.5 million compared to
$363.9 million in the prior year due to the cold summer in North
America, which depressed sales of room air conditioners. Growth in
sales of central air conditioners globally and sales of all air
conditioning products in Asia helped to offset the decline in
sales. Based on a sales agreement the Company entered into with a
significant customer for the 2005 season that includes a provision
for the temporary return of the customer's unsold inventory of
room air conditioners shipped in 2004, with subsequent re-sale of
the product to the customer in 2005, the company determined that
it will re-state prior quarter sales to reflect end of season
returns from its customers. Although the agreement was made in the
third quarter, and the products had been purchased and paid for,
the company believes that the appropriate accounting treatment is
to reflect the sales impact in a prior quarter rather than the
third quarter. As a result, the company will amend its previously
filed Form 10-Q to reduce sales by $17.9 million. The adjustments
between the fiscal 2004 quarters are subject to review by the
company's independent auditors. Any adjustments will not impact
year-to-date results.

Sales in the Engineered Products segment increased to $31.1
million from $24.9 million in the prior year due to growth in
sales of industrial air cleaners globally.

For the nine months, consolidated gross profit was $58.2 million
compared to $87.5 million in the prior year.

The net loss for the period was $12.6 million compared to net
income of $16.8 million. Net loss applicable to common
stockholders was $15.6 million or 51 cents per share compared to
net income applicable to common stockholders of $16.2 million or
54 cents per share.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 13, 2004,
Standard & Poor's Ratings Services lowered its ratings on air
treatment products manufacturer Fedders Corp. and Fedders North
America Inc., including its corporate credit ratings to 'CCC+'
from 'B'. The outlook is negative.

The Liberty Corner, New Jersey-based company's total debt
outstanding at June 30, 2004, was about $197 million.

"The downgrade and negative outlook reflect the significant
erosion in Fedders' profitability, cash flows and credit
protection measures," said Standard & Poor's credit analyst Jean
Stout. Fedders' EBITDA for the first half of 2004 declined 45%,
despite a 2% rise in sales. Moreover, the company's inventory
levels grew 35% over the same period in 2003. This increase is
due to not only the cooler than normal weather conditions in North
America during the spring and summer seasons but also is a result
of a build-up of inventory to support the company's expansion of
central air conditioner sales and other products (specific for the
Asian markets).

Standard & Poor's is very concerned about the company's ability to
reverse these negative operating trends and strengthen its
financial profile in the near term, given the seasonality of its
business. (Fedders typically reports a loss during the second
half of the calendar year, as a majority of shipments and revenue
is historically derived during the first six months of the
calendar year.) As a result, Standard & Poor's is also concerned
that Fedders liquidity will become constrained in the near term.


FOSTER WHEELR: Calculates Exercisable Shares Following Debt Offer
-----------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) announced that, following the
expiration of the subsequent offering period in its recently
completed equity-for-debt exchange offer, it has calculated the
number of shares for which each Class A Warrant and each Class B
Warrant issued in connection with the exchange offer will be
exercisable.

Both the Class A Warrants and the Class B Warrants allow the
holders to purchase either:

     (i) the company's Common Shares if the approval of a certain
         increase in the authorized Common Shares is obtained at
         the shareholder's meeting scheduled to be held on
         November 29, 2004, or

    (ii) the company's Series B Convertible Preferred Shares if
         the approval of the increase in the authorized Common
         Shares is not obtained at the shareholder's meeting
         scheduled to be held on November 29, 2004. Each Class A
         Warrant and each Class B Warrant becomes exercisable on
         September 24, 2005, at an exercise price of $0.4689 per
         Common Share issuable (or $609.57 per Preferred Share
         issuable). The Class A Warrants expire at 5:00 p.m. on
         September 24, 2009, and the Class B Warrants expire at
         5:00 p.m. on September 24, 2007.

Each Class A Warrant will become exercisable for 33.6827 Common
Shares, and each Class B Warrant will become exercisable for
1.4457 Common Shares, in each case as described above and subject
to adjustment from time to time for certain dilutive events as
described in the warrant agreement governing the warrants. In the
event that the approval of the increase in the authorized Common
Shares is not obtained at the shareholder's meeting scheduled to
be held on November 29, 2004, each Class A Warrant will become
exercisable for approximately 0.0259 Preferred Shares, and each
Class B Warrant will become exercisable for approximately 0.0011
Preferred Shares.

There were 4,152,914 Class A warrants issued and 40,771,560 Class
B warrants distributed in connection with the equity-for debt
exchange offer.

                        About the Company

Foster Wheeler, Ltd., is a global company offering, through its
subsidiaries, a broad range of design, engineering, construction,
manufacturing, project development and management, research, plant
operation and environmental services.

At June 25, 2004, Foster Wheeler Ltd.'s balance sheet showed an
$856,601,000 stockholders' deficit, compared to an $872,440,000
deficit at December 26, 2003. The Company's pro-forma financial
statements contained in the Prospectus detailing its recent
successful equity-for-debt exchange projects a $400 million
reduction in total debt and a concomitant increase in shareholder
equity.


FRESH CHOICE: Hires United Commercial as Real Estate Broker
-----------------------------------------------------------
Fresh Choice, Inc., sought and obtained permission from the U.S.
Bankruptcy Court for the Northern District of California, San Jose
Division, to retain United Commercial Retail Services, Inc., as
its real estate broker.

David E. Pertl, Executive Vice President and Chief Financial
Officer of Fresh Choice, submits that the Debtor needs to engage
the Broker to sell two buildings located in Texas.  Proceeds from
the proposed sale will be used to fund its operations and to repay
some creditors' claims.

The Debtor agrees to pay United Commercial a 6% sales commission
based on the total sales price of each building upon completion of
the sale.

The Court is assured by Jack Gosnell of United Commercial's
"disinterestedness" as that term is defined in Section 101(14) of
the Bankruptcy Code.

Headquartered in Morgan Hill, California, Fresh Choice --
http://www.freshchoice.com/-- owns and operates a chain of
46 salad bar eateries, mostly located in California. The
company filed for chapter 11 protection on July 12, 2004 (Bankr.
N.D. Calif. Case No. 04-54318). Debra I. Grassgreen, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub represents the
Debtor in its restructuring efforts. Lawyers at SulmeyerKupetz
represent an official creditors' committee. When the Debtor filed
for protection it listed $29,651,000 in total assets and
$14,348,000 in total debts. At Sept. 5, 2004, Fresh Choice's
balance sheet showed $23.7 million in assets and $21.1 million in
liabilities.


FRIENDLY ICE CREAM: Weak Sales Prompt S&P's Negative Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Friendly
Ice Cream Corp. to negative from positive due to two consecutive
quarters of weaker-than-anticipated comparable sales results.
Ratings on the company, including the 'B' corporate credit rating,
were affirmed.

Friendly experienced weak performance for both the second and
third quarters of 2004, with back-to-back quarters of negative
comparable-store sales.  This measure fell 3% in the second
quarter of 2004, the first quarterly decline since the fourth
quarter of 2000, and was down 1.7% in third-quarter 2004.  "Weak
performance was due to reduced traffic in company restaurants,
especially visits in the late-night segment," noted Standard &
Poor's credit analyst Kristi Broderick.  "Operating profit was
also negatively affected in recent quarters as higher commodity
costs for cream, raw milk, and vanilla had an unfavorable impact
on cost of sales.  In addition, operating expenses related to
marketing, insurance costs, and professional fees increased."  
Lease-adjusted operating margins for the 12 months ended
September 26, 2004 decreased to 11.0%, from 12.7% for the year
ended December 2003 and 13.2% for the year ended December 2002.

Wilbraham, Massachusetts-based Friendly commands a good position
in the markets in which it operates, but has a relatively small
6.8% market share in the overall family dining sector of the
highly competitive restaurant industry.  The company also competes
with a broad array of restaurants in other menu segments.  The
company is regionally concentrated, with about 90% of company-
owned restaurants located in the Northeastern U.S.  Moreover, due
to the seasonality of ice cream consumption, Friendly is subject
to the effect of weather during its peak summer selling season.


G&L REALTY: Distributes $9.03 Million Dividend to Stockholders
--------------------------------------------------------------
G&L Realty Corp. (NYSE: GLRPRA and GLRPRB) has spun-off all of its
skilled nursing facility and assisted living facility assets to
its common stockholders of record on Nov. 1, 2004. In total,
skilled nursing and assisted living assets having a net equity of
$9.03 million, derived from current independent property
appraisals less the existing property debt, have been distributed
as a dividend to these stockholders. The company will be filing a
report on Form 8-K describing the transaction and including
certain pro-forma financial information.

The skilled nursing assets are now held by a recently formed
limited liability company, G&L Senior Care Properties, LLC. G&L
Realty does not intend to acquire in the future skilled nursing
facility or assisted living facilities, and instead intends to
focus on the development, ownership, and operation of medical
office buildings. G&L Senior Care Properties, LLC is owned and
managed primarily by Daniel Gottlieb and Steven Lebowitz, who are
also the CEO and President, respectively, of G&L Realty. Due to
the substantial management overlap between G&L Realty and G&L
Senior Care Properties, LLC, the two companies have entered into a
cost sharing agreement to allocate between them each year the
general and administrative costs of the two companies. Management
estimates that, at the current time, the skilled nursing facility
and the assisted care living facility assets now owned by G&L
Senior Care Properties, LLC, account for approximately 65% of the
general and administrative costs of the two companies.

G&L Realty has retained two promissory notes issued by G&L Senior
Care Properties, LLC, a short term promissory note in the amount
of $2 million and a long term promissory note in the amount of $4
million, each bearing interest at the rate of 10.75% per annum,
and will for some time continue to be a creditor of G&L Senior
Care Properties, LLC. The short-term promissory note has a term of
six months, interest only payable monthly, and is unsecured. The
long term promissory note has a term of 12 years, provides for
flat monthly payments of interest and principal on a 25 year
amortization basis, with a balloon payment of $3.32 million at the
end of the term, and is secured by the interests of G&L Senior
Care Properties, LLC in the various special purpose entities
through which it holds its interest in its skilled nursing
facility and assisted care living facility assets.

G&L Realty will also continue to be contingently liable on certain
guarantees previously issued by it to GMAC Commercial Mortgage
Corporation in connection with the acquisition of financing for
certain of its senior care assets. It is anticipated, however,
that these guarantees will be released before the end of the year.
These guarantees cover loans aggregating approximately $21
million.

                        About the Company

Founded in 1976, G&L Realty Corp. is a growth-oriented health care
real estate investment trust currently specializing in the
development, ownership, leasing and management of medical office
buildings and the development, ownership and leasing of assisted
living facilities and skilled nursing facilities.

At June 30, 2004, G&L Realty's balance sheet showed a $16,246,000
stockholders' deficit, compared to a $14,293,000 deficit at
Dec. 31, 2003.


GAVILAN PARTNERS LLP: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Gavilan Partners, LLP
        1832 Woods Road
        Atmore, Alabama 36502

Bankruptcy Case No.: 04-90671

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Viking Industries, Inc.                    04-49620

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

Chapter 11 Petition Date: November 1, 2004

Court: Northern District of Texas (Ft. Worth)

Judge: Barbara J. Houser

Debtor's Counsel: Behrooz P. Vida, Esq.
                  Venable & Vida, LLP
                  3000 Central Drive
                  Bedford, Texas 76021
                  Tel: (817) 358-9977
                  Fax: (817) 358-9988

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


GENOIL: Trades on OTC Bulletin Board After SEC Approval Obtained
----------------------------------------------------------------
Genoil is now trading on the OTC Bulletin Board in New York City
after having obtained approvals from the SEC. As previously
announces this has been a major goal of Genoil's Chairman, David
Lifschultz, as he resides in New York. This will increase the
company's exposure in the largest capital market in the world and
should provide more liquidity and trading for Genoil shareholders
in the United States.

Genoil is a technology development company providing solutions to
the oil and gas industry through the use of proprietary
technologies. Genoil's shares are listed on the TSX Venture
Exchange under the symbol GNO and on the OTC Bulletin Board under
the symbol GNOLF.

                        About the Company

Genoil is a technology development company providing solutions to
the oil and gas industry through the use of proprietary
technologies. Genoil's shares are listed on the TSX Venture
Exchange under the symbol GNO.

The proposed issue of shares remains subject to Genoil receiving
regulatory approval from the TSXV.

                          *     *     *

                       Going Concern Doubt

The Corporation has not achieved commercial operations from its
various patents and technology rights and continues to incur
losses. At March 31, 2004, the Company has a working capital
deficiency of $3,044,177, including a note payable due in January
2005. The future of the Corporation is dependent upon its ability
to maintain the continued financial support of the note holder,
and obtain additional financing to fund the development of
commercial operations. These consolidated financial statements are
prepared on the basis that the Corporation will continue to
operate throughout the next fiscal period to March 31, 2005 as a
going concern. A failure to continue as a going concern would then
require that stated amounts of assets and liabilities be reflected
on a liquidation basis, which would differ from the going concern
basis.


GEO SPECIALTY: Files Plan of Reorganization in New Jersey
---------------------------------------------------------
GEO Specialty Chemicals, Inc., a diversified manufacturer of
specialty and electronic chemicals, has filed its Plan of
Reorganization and Disclosure Statement with the United States
Bankruptcy Court for the District of New Jersey. The Plan reflects
an agreement as to the principal terms of a consensual
reorganization reached among the company, its senior secured
lenders and the official committee of unsecured creditors.

"The filing of our reorganization plan represents a key event in
our objective to emerge from Chapter 11 by year-end," said George
Ahearn, President and Chief Executive Officer. "We believe that
the Plan provides the framework that will allow GEO to emerge as a
stronger, more competitive company. We especially want to thank
our customers, vendors, employees and lenders for their support
throughout this process. The fact that GEO has been able to
achieve this in just over seven months from our initial filing
attests to the resiliency of the company, its employees, and to
its solid base of diversified businesses."

Under the company's proposed Plan, which is subject to creditor
approval, confirmation by the Bankruptcy Court, and consummation
of exit financing, GEO's balance sheet would be substantially de-
levered. Key elements of the proposed Plan include:

   -- Repayment of the company's current bank debt with a new exit
      financing facility of up to $130M which will also be used to
      fund working capital and pay Plan obligations.

   -- Conversion of the Company's $120M 10-1/8% Senior
      Subordinated Notes to equity.

The next step in the bankruptcy process is to obtain Court
approval of the Disclosure Statement at a hearing to be scheduled
by the Court. If the Disclosure Statement is approved by the
Court, the Company will solicit votes on the Plan from those pre-
petition Creditors who are entitled to vote on the Plan. The
Company hopes to confirm the Plan by year-end.

The Plan is subject to supplementation, modification and amendment
prior to confirmation.

Headquartered in Harrison, New Jersey, GEO Specialty Chemicals,
Inc. -- http://www.geosc.com/-- develops, manufactures and  
markets a wide variety of specialty chemicals, including over 300
products sold to major industrial customers for various end-use
applications including water treatment, wire and cable, industrial
rubber, oil and gas production, coatings, construction, and
electronics. The Company filed for chapter 11 protection on
March 18, 2004 (Bankr. N.J. Case No. 04-19148). Alan Lepene,
Esq., Robert Folland, Esq., and Sean A. Gordon, Esq., at Thompson
Hine, LLP, and Brian L. Baker, Esq., Howard S. Greenberg, Esq.,
and Stephen Ravin, Esq., at Ravin Greenberg, PC, represent the
Debtors in their restructuring efforts. On September 30, 2003,
the Debtors listed $264,142,000 in total assets and $215,447,000
in total debts.


GERDAU AMERISTEEL: Closes North Star Steel Acquisition
------------------------------------------------------
Gerdau Ameristeel Corporation's (TSX: GNA.TO, NYSE:GNA) U.S.
operating subsidiary, Gerdau Ameristeel US Inc., has acquired from
Cargill, Incorporated and certain of its subsidiaries the fixed
assets and working capital of:

   -- four long steel product minimills in St. Paul, Minn.;
      Wilton, Iowa; Calvert City, Ky.; and Beaumont, Texas;

   -- three wire rod processing facilities in Beaumont, Texas;
      Carrollton, Texas; and Memphis, Tenn.; and a grinding ball
      facility in Duluth, Minnesota.

The integration of these operations will provide Gerdau
Ameristeel's customers with expanded geographical coverage and a
broader range of products.

Gerdau Ameristeel paid $266 million for the acquired assets and
assumed approximately $12 million of debt and employee benefit
obligations. Gerdau Ameristeel expects to pay an additional amount
of approximately $30 million within the next 60 days as an
adjustment to the purchase price reflecting higher working capital
levels on the day of the closing.

The four acquired minimills have an annual production capacity of
approximately two million tons of long steel products, principally
merchant bars, special quality bars, light structural shapes,
reinforcing bar and wire rod. Customers include steel service
centers, original equipment manufacturers and steel fabricators.
The four downstream product manufacturing facilities have an
annual production capacity of approximately 300,000 tons. The wire
rod processing facilities produce reinforcing wire mesh, chain
link fencing and industrial wire. The grinding ball facility
produces grinding balls for crushing and processing of minerals in
various mining industries.

Phillip Casey, president and CEO of Gerdau Ameristeel, commented:
"Within the steel industry, the trend toward consolidation
continues, and Gerdau Ameristeel is actively participating with
the acquisition of these attractive assets. This strategic
expansion represents a 30 percent capacity increase in our core
business with favorable additions to our geographical market
coverage and product range. Near term, substantial management
resources and focus will be directed at the integration of these
assets to realize the anticipated synergies from economies of
scale, increased steel production capacity, and cost savings."

                        About the Company

Gerdau Ameristeel is the second largest minimill steel producer in
North America with annual manufacturing capacity of over 8.4
million tons of mill finished steel products. Through its
vertically integrated network of 15 minimills (including one 50%
owned minimill), 15 scrap recycling facilities and 36 downstream
operations, Gerdau Ameristeel primarily serves customers in the
eastern two thirds of North America. The company's products are
generally sold to steel service centers, steel fabricators, or
directly to original equipment manufacturers for use in a variety
of industries, including construction, cellular and electrical
transmission, automotive, mining and equipment manufacturing. The
common shares of Gerdau Ameristeel are traded on the Toronto Stock
Exchange under the symbol GNA.TO and on the NYSE under the symbol
GNA. For additional financial and investor information, visit
www.gerdauameristeel.com/

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2004,
Moody's Investors Service placed the ratings of Gerdau Ameristeel
Corporation under review for possible upgrade in response to
much-improved steel market conditions and the company's
announcement of a common share offering, which, if successful,
will finance the acquisition of certain assets of North Star Steel
from Cargill, Incorporated. Moody's review will likely continue
until the conclusion of the later of the share offering and the
North Star acquisition.

The ratings were placed under review for possible upgrade:

    * US$405 million of 10.375% senior unsecured notes due 2011,
      currently B2,

    * senior implied rating -- B1, and

    * senior unsecured issuer rating -- B3.

As reported in the Troubled Company Reporter on Oct. 08, 2004,
Standard & Poor's Ratings Services raised its corporate credit
rating on Gerdau Ameristeel Corp. to 'BB-' from 'B+'.

In addition, Standard & Poor's raised its rating on Gerdau
Ameristeel's $350 million senior secured revolving credit facility
to 'BB' from 'BB-'.

The bank loan rating is rated one notch higher than the corporate
credit rating indicating a high expectation of full recovery of
principal in the event of a default. Standard & Poor's also
raised the company's senior unsecured debt rating to 'B+' from
'B'. The outlook is stable.


GLACIER FUNDING: Moody's Puts Ba2 Rating on $4 Mil. Class D Notes
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to these classes of
notes issued by Glacier Funding CDO II, Ltd.:

   * Aaa to:

     -- the U.S. $100,000 A-1 First Priority Voting Senior Secured
        Floating Rate Notes due November 2042,

     -- the U.S. $324,900,000 Class A-1 First Priority Non-Voting
        Senior Secured Floating Rate Notes due November 2042, and

     -- the U.S. $70,000,000 Class A-2 Second Priority Senior
        Secured Floating Rate Notes due November 2042;

   * Aa2 to the U.S. $65,750,000 Class B Third Priority Senior
     Secured Floating Rate Notes due November 2042;

   * Baa2 to the U.S. $20,250,000 Class C Fourth Priority
     Mezzanine Secured Floating Rate Notes due November 2042; and

   * Ba2 to the U.S. $4,000,000 Class D Fifth Priority Mezzanine
     Secured Floating Rate Notes due November 2042.

Terwin Money Management LLC will serve as collateral manager of
the transaction.

According to Moody's, its ratings on the notes address the
ultimate cash receipt of all required interest and principal
payments, as provided by the notes' governing documents, and are
based on the expected loss posed to noteholders relative to the
promise of receiving the present value of such payments, the
characteristics of the collateral pool and the transaction's legal
structure.


GLOBAL BUSINESS: Auditors Express Going Concern Doubt
-----------------------------------------------------
Berkovits, Lago & Company, LLP, audited Global Business Services,
Inc.'s consolidated financial statements for the fiscal year ended
June 30, 2004, and expressed substantial doubt about the Company's
ability to continue as a going concern based on Global Business'
dependence on outside financing, lack of sufficient working
capital, recurring losses from operations and the discontinuing of
its operations.

"There are significant uncertainties with regard to our ability to
generate sufficient cash flows from operations or other sources to
meet and fund our commitments with regard to existing liabilities
and recurring expenses," the Company said in its latest Form 10-K
filed with the Securities and Exchange Commission.  "In fiscal
2003 management decided to discontinue the ownership of its
unprofitable company owned stores, and successfully disposed of or
closed these operations in fiscal 2004.  Our ongoing franchise
business is profitable and we will continue to fund its growth.  
The Company intends to finance future operations from the proceeds
of additional funding through private and public securities
offerings."

At June 30, 2004, Global Business' balance sheet showed a $977,063
stockholders' deficit.

Global Business Services, Inc., through its wholly owned
subsidiary, Cyber Centers, Inc., and CCI's subsidiary, Postal  
Connections of America Franchise Corp., is the franchisor of
retail stores that provide postal, shipping and other business
services and supplies.  As of June 30, 2004, PCA is the franchisor
of 66 independently owned locations (six of which have not yet
commenced operations) in 22 states and eight area franchises.  


GSR MORTGAGE: Fitch Assigns Low-B Ratings to Classes 2B4 & 2B5
--------------------------------------------------------------
Fitch rates GSR Mortgage Loan Trust series 2004-12 residential
mortgage pass-through certificates as follows:

   * Group 1 certificates:

     -- $306.4 million classes 1A1, 1AX, 1A2, (group 1 senior
        certificates) 'AAA';

   * Groups 2 and 3 certificates:

     -- $656.9 million classes 2A1, 2A2, 2A3, 2AX1, 2AX2, 2AX3,
        3A1, through 3A6, and R (groups 2 and 3 senior
        certificates) 'AAA';

     -- $12,673,000 class 2B1 'AA';

     -- $6,507,000 class 2B2 'A';

     -- $3,082,000 class 2B3 'BBB';

     -- $2,055,000 class 2B4 'BB';

     -- $1,370,000 class 2B5 'B'.

The 'AAA' rating on the group 1 senior certificates reflects the
6% subordination provided by:

         * the 2.70% class 1B1,
         * the 1.10% class 1B2,
         * the 0.85% class 1B3, and
         * the 1.35% privately offered classes:
           -- 1B4,
           -- 1B5 and
           -- 1B6 certificates.

The publicly offered classes 1B1, 1B2, 1B3, and the privately
offered classes 1B4, 1B5, and 1B6 are not rated by Fitch.

The 'AAA' rating on the groups 2 and 3 senior certificates
reflects the 4.10% subordination provided by:

         * the 1.85% class 2B1,
         * the 0.95% class 2B2,
         * the 0.45% class 2B3, and
         * the 0.85% privately offered classes:
           -- 2B4,
           -- 2B5, and
           -- 2B6 certificates.

The publicly offered classes 2B1, 2B2, 2B3, and the privately
offered classes 2B4, 2B5, and 2B6 are rated 'AA,' 'A,' 'BBB,'
'BB,' and 'B,' based on their respective subordination.

The ratings also reflect the quality of the underlying collateral,
the strength of the legal and financial structures, and the
servicing capabilities of Countrywide Home Loans Servicing LP,
National City Mortgage Co., and Wells Fargo, which are rated
'RPS1,' 'RPS2-,' and 'RPS1,' respectively, by Fitch.

The transaction is secured by three pools of mortgage loans. Loan
group 1 respectively collateralizes the group 1 certificates. Loan
groups 2 and 3 respectively collateralize the groups 2 and 3
certificates.

The group 1 collateral consists of 886 recently originated, one-
to four-family residential, short-term adjustable rate mortgage
loans.  After an initial fixed interest rate period of one or six
months, the interest rate will adjust annually based on the sum of
either the One-Month LIBOR or Six-Month LIBOR index and a gross
margin specified in the applicable mortgage note.  Approximately
85.20% of group 1 loans require interest-only payments for three
or 10 years, with principal and interest payments beginning
thereafter.  As of the cut-off date, October 1, 2004, the group
consists of an approximate balance of $325,922,829.  The mortgage
loans were originated by:

   * Countrywide Home Loans Inc. (80.18%),
   * Wells Fargo Bank, N.A. (13.78%), and
   * National City Mortgage (6.04%).

The average unpaid principal balance of the group 1 mortgage loans
is $367,859. Rate/Term and cashout refinances represent 42.12% and
9.34%, respectively.  Second homes and investor-occupied
properties comprise 5.76% and 0.29%, respectively.  The states
that represent the largest geographic concentration of mortgaged
properties are:

          * California (44.86%), and
          * Florida (5.92%).

All other states comprise fewer than 5% of properties in the pool.

The group 2 collateral consists of 635 recently originated, one-
to two-family residential, hybrid adjustable-rate mortgage loans.
After an initial fixed interest rate period of three years, the
interest rate will adjust annually based on the sum of either the
One-Year LIBOR or the One-Year CMT index and a gross margin
specified in the applicable mortgage note.  Approximately 85.09%
of group 2 loans require interest-only payments until the month
following the first adjustment date.  As of the cut-off date, the
group consists of an approximate balance of $319,931,147.  The
mortgage loans were originated by:

   * Countrywide Home Loans Inc. (60.42%), and
   * National City Mortgage (39.58%).

The average unpaid principal balance of the group 2 mortgage loans
is $503,828.  Rate/Term and cashout refinances represent 15.15%
and 6.76%, respectively.  Second homes comprise 8.83% and there
are no investor-occupied properties.  The states that represent
the largest geographic concentration of mortgaged properties are:

          * California (52.24%),
          * Florida (7.73%), and
          * Virginia (6.69%).

All other states comprise fewer than 5% of properties in the pool.

The group 3 collateral consists of 726 recently originated, one-
to two-family residential, hybrid adjustable-rate mortgage loans.
After an initial fixed interest rate period of five years, the
interest rate will adjust annually based on the sum of either the
One-Year LIBOR or the One-Year CMT index and a gross margin
specified in the applicable mortgage note.  Approximately 78.84%
of group 3 loans require interest-only payments until the month
following the first adjustment date.  As of the cut-off date, the
group consists of an approximate balance of $365,032,936.  The
mortgage loans were originated by:

   * Wells Fargo (53.29%),
   * Countrywide Home Loans Inc. (26.38%), and
   * National City Mortgage (20.33%).

The average unpaid principal balance of the group 3 mortgage loans
is $502,800.  Rate/Term and cashout refinances represent 22.53%
and 5.87%, respectively.  Second homes comprise 4.97% and there
are no investor-occupied properties.  The states that represent
the largest geographic concentration of mortgaged properties are:

          * California (49.64%), and
          * Virginia (5.53%).

All other states comprise fewer than 5% of properties in the pool.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation.'

GS Mortgage Securities Corp. deposited the loans in the trust,
which issued the certificates, representing undivided and
beneficial ownership in the trust.  For federal income tax
purposes, the trustee will cause one or more REMIC elections to be
made for the trust. Wells Fargo Bank, N.A. will act as securities
administrator and U.S. Bank, N.A will serve as the trustee.


HAWK CORP: Closes New Five-Year $30 Million Loan from KeyBank
-------------------------------------------------------------
Hawk Corporation (Amex: HWK) has completed two financing
transactions to replace its existing debt instruments.

In the first transaction, Hawk completed its previously disclosed
private offering of $110 million 8-3/4% Senior Notes due 2014. The
Notes represent senior unsecured obligations of Hawk and are
guaranteed by Hawk's domestic subsidiaries. Interest is payable
semi-annually and the Notes mature in November 2014.

Concurrently with the completion of the Notes offering, Hawk
closed a new five-year, senior secured credit facility with
KeyBank National Association. The new bank facility has a maximum
revolving credit commitment of $30 million.

Hawk will use the initial borrowings under its new bank facility
along with proceeds of the Notes to refinance all of its
outstanding 12% Senior Notes due 2006, to repay loans under its
previous bank facility and to pay fees and expenses related to
these transactions. Hawk will use its new bank facility to finance
its ongoing working capital requirements and for general corporate
purposes.

"We are pleased to have extended the maturity of our high yield
bonds to ten years with a very attractive fixed interest rate and
covenant terms," stated Joseph J. Levanduski, the Vice President -
CFO of Hawk. "This, combined with our new bank facility, will
provide Hawk with ample liquidity and flexibility to continue its
long-term growth initiatives."

                        About the Company

Hawk Corporation is a leading worldwide supplier of highly
engineered products. Its friction products group is a leading
supplier of friction materials for brakes, clutches and
transmissions used in airplanes, trucks, construction equipment,
farm equipment and recreational and performance automotive
vehicles. Through its precision components group, Hawk is a
leading supplier of powder metal and metal injected molded
components used in industrial, consumer and other applications,
such as pumps, motors and transmissions, lawn and garden
equipment, appliances, small hand tools, trucks and
telecommunications equipment. Hawk's performance racing group
manufactures clutches and gearboxes for motorsport applications
and performance automotive markets. Headquartered in Cleveland,
Ohio, Hawk has approximately 1,600 employees and 16 manufacturing,
research and administrative sites in five countries at its
continuing operations.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 15, 2004,
Standard & Poor's Ratings Services raised its corporate credit  
rating on Cleveland, Ohio-based Hawk Corp. to 'B+' from 'B'. The  
outlook is stable.

At the same time, Standard & Poor's assigned its 'B' rating to  
Hawk's proposed $100 million senior unsecured notes due 2014. The  
proceeds from the offering and the new unrated $30 million, five-
year bank facility are being used to refinance the 12% senior  
unsecured notes due 2006 and repay the existing $53 million credit  
facility. Pro forma for the transaction, total debt (including  
the present value of operating leases) for the specialty  
components manufacturer is expected to be approximately
$111 million.

"The ratings upgrade is due to the company's improved financial  
flexibility and capital structure, partly resulting from the  
refinancing that extends debt maturities to 2009 and beyond," said  
Standard & Poor's credit analyst Heather Henyon. "In addition,  
the company continues to benefit from improved financial  
performance resulting from the recovery of some of Hawk's end-
markets, particularly heavy-duty trucking and construction."


HEALTHEAST: Moody's Reviewing Ba2 Bond Ratings & May Upgrade
------------------------------------------------------------
Moody's Investors Service placed the Ba2 rating assigned to
HealthEast's long-term bonds on Watchlist for possible upgrade
following receipt of unaudited financial statements for the fiscal
year ending August 31, 2004 and initial discussions with
management.  This watchlist action affects approximately
$212 million of total debt outstanding for:

   * the Series 1993, 1994, 1996 (issued by City of Maplewood,       
     Minnesota),

   * 1997A and 1997B and 1998 (issued by Washington County Housing
     and Redevelopment Authority) bonds.

The Watchlist is based on our favorable review of the unaudited
fiscal 2004 financial results that demonstrate a third year of
improving financial performance.  Cash balances remain modest for
this three-hospital system, and have not grown with the improved
financial performance; however management has demonstrated its
ability to operate over these last few years despite the system's
modest liquidity reserves and we will be exploring further the
potential for management to increase this important credit factor
as we proceed with our review.  Moody's expects to complete its
review within the next 90 days following more detailed discussions
with management and receipt of audited year-end results.

HealthEast operates three acute care hospitals in downtown St.
Paul, Maplewood and Woodbury (total staffed beds of 504), a
132-bed long-term acute care hospital, an outpatient diagnostic
site and two outpatient surgery sites.  The system also employs
approximately 105 primary care physicians at 11 locations.


HOLLINGER INC: Subsidiary Needs More Time to Complete Financials
----------------------------------------------------------------
Hollinger Inc. (TSX: HLG.C; HLG.PR.B) provides the following
update in accordance with the guidelines pursuant to which the
June 1, 2004 management and insider cease trade order was issued.
These guidelines contemplate that Hollinger will normally provide
bi-weekly updates on its affairs until such time as it is current
with its filing obligations under applicable Canadian securities
laws. Reference should be made to Status Update Reports and other
press releases that have been previously filed by Hollinger and
which are available on SEDAR at http://www.sedar.com/

Hollinger and Hollinger International Inc. continue to pursue, on
a without prejudice basis, the conclusion of mutually acceptable
arrangements to permit the audit of Hollinger's 2003 annual
financial statements to begin as soon as possible.

Hollinger's 2003 annual financial statements cannot be completed
and audited until Hollinger International's 2003 annual financial
statements are completed. Hollinger International has advised
Hollinger that it and its auditors need additional time to review
the final report of the investigation by the Special Committee
established by Hollinger International, which report was released
on August 30, 2004, and to assess its impact, if any, on the
results of operations of Hollinger International before it can
complete and file its 2003 annual financial statements.

As a result of the delay in the completion and audit of its annual
financial statements for the year ended December 31, 2003,
Hollinger will not be in a position to file its third quarter
interim financial statements (and related interim Management's
Discussion & Analysis) for the nine month period ended Sept. 30,
2004 by the required filing date under applicable Canadian
securities laws.

In its status update of October 15, 2004, Hollinger International
indicated that it expects to be able to complete its financial
statements (and related MD&A) for its fiscal year ended Dec. 31,
2003 within several weeks, and shortly thereafter to complete its
interim financial statements for the fiscal quarters ended
March 31 and June 30, 2004. This is a necessary but not sufficient
condition to permit Hollinger to complete and file its
consolidated financial statements for the same periods as the
completion and audit of Hollinger's financial statements will
require a level of cooperation from Hollinger International and
its auditors which is still in negotiation.

As previously disclosed by Hollinger, in response to a motion
filed by Hollinger International with the Delaware Chancery Court
requesting that the Court extend the expiration date of its
June 28, 2004 injunction against Conrad (Lord) Black and Hollinger
from October 31, 2004, an agreement in principle had been reached
by the parties to voluntarily extend the injunction to expire on
the earlier of January 31, 2005 and the date of the completion of
any Distribution. This agreement has been now been approved by the
Corporate Review Committee of the Hollinger International Board of
Directors and embodied in an Order of the Delaware Chancery Court
issued on October 30, 2004.

Hollinger International has previously announced that it is
considering distributing to its stockholders a portion of the
proceeds of the sale of the Telegraph Group, through a dividend, a
self-tender offer or some other mechanism. The Extension Order
provides that, except as required by statute, regulation or court
order (other than an order sought or instigated by Hollinger
International), Hollinger International will not take any action
to encumber, attach, set off, hold back or in any other way,
directly or indirectly, interfere with the amount of the
Distribution payable to any of Hollinger Inc., 504468 N.B. Inc., a
subsidiary of Hollinger which holds shares of Hollinger
International, or Lord Black, nor take any other action that would
prevent the amount of the Distribution otherwise payable to any of
such parties from being paid into bank accounts designated by such
persons. In addition, Hollinger International has agreed that the
decision regarding the use or distribution of the Telegraph Group
Proceeds will ultimately be determined by the full Board of
Directors of Hollinger International, and not the CRC as
originally proposed by Hollinger International.

The Extension Order further provides that Hollinger International
will negotiate in good faith a co-operation agreement with
Hollinger, drafts of which have been exchanged among the parties,
which agreement will facilitate the audit of Hollinger's 2003
annual financial statements.

On October 29, 2004, representatives of Lord Black publicly
disclosed that it was his intention to resign as a director and as
Chairman and Chief Executive Officer of Hollinger, within a matter
of days, in order to facilitate consideration of the proposed
going private transaction involving Hollinger announced on October
28, 2004.

As previously disclosed by Hollinger, Mr. Justice Colin L.
Campbell of the Ontario Superior Court of Justice has appointed
Ernst & Young Inc. as inspector pursuant to s. 229(1) of the
Canada Business Corporations Act to conduct an investigation of
certain of the affairs of Hollinger, as requested by Catalyst Fund
General Partner I Inc., a shareholder of Hollinger, as a
consequence of Mr. Justice Campbell's reasons for decision
released on September 15, 2004. Each of Hollinger and Catalyst
consented to E&Y's appointment. A preliminary report of E&Y is
required to be delivered to the Court by November 25, 2004. The
application commenced by Catalyst in the Ontario Superior Court of
Justice seeking an order removing all of the directors of
Hollinger (except for Robert J. Metcalfe and Allan Wakefield, each
of whom was appointed as a director of Hollinger on September 27,
2004) and an injunction restraining any non-arm's length
transactions involving Hollinger without notice to and approval of
the Court, has been adjourned until November 2, 2004.

On October 8, 2004, the US$1.25 billion legal action brought by
Hollinger International in the US District Court, Northern
District of Illinois, against Hollinger and others parties was
dismissed. On October 29, 2004, Hollinger International announced
that it has filed a motion for certification for interlocutory
appeal of the dismissal of its claims in the Amended Complaint
related to the Racketeer Influenced and Corrupt Organizations Act.
The motion is scheduled to be heard on November 4, 2004. Hollinger
International further announced that the Special Committee of its
Board of Directors has filed a Second Amended Complaint in the US
Court on behalf of Hollinger International in its lawsuit against,
among others, Hollinger. The total amount of damages sought in
this Second Amended Complaint is approximately US$542 million,
which includes pre-judgment interest of US$117 million.

As of the close of business on October 29, 2004, Hollinger and its
subsidiaries (other than Hollinger International and its
subsidiaries) had approximately US$13.03 million of cash or cash
equivalents on hand and Hollinger owned, directly or indirectly,
792,560 shares of Class A Common Stock and 14,990,000 shares of
Class B Common Stock of Hollinger International. Based on the
October 29, 2004 closing price of the shares of Class A Common
Stock of Hollinger International on the New York Stock Exchange of
US$17.85, the market value of Hollinger's direct and indirect
holdings in Hollinger International was US$281,718,696. All of
Hollinger's direct and indirect interest in the shares of Class A
Common Stock of Hollinger International are being held in escrow
with a licensed trust company in support of future retractions of
its Series II Preference Shares and all of Hollinger's direct and
indirect interest in the shares of Class B Common Stock of
Hollinger International are pledged as security in connection with
Hollinger's outstanding 11.875% Senior Secured Notes due 2011 and
11.875% Second Priority Secured Notes due 2011. In addition,
Hollinger has previously deposited with the trustee under the
indenture governing the Senior Notes approximately US$10.5 million
in cash as collateral in support of the Senior Notes (which cash
collateral is also now collateral in support of the Second
Priority Notes, subject to being applied to satisfy future
interest payment obligations on the outstanding Senior Notes as
permitted by amendments to the Senior Indenture). Consequently,
there is currently in excess of US$278.0 million aggregate
collateral securing the US$78 million principal amount of the
Senior Notes and the US$15 million principal amount of the Second
Priority Notes outstanding.

Hollinger's principal asset is its approximately 68.0% voting and
18.2% equity interest in Hollinger International. Hollinger
International is an international newspaper publisher with nglish-
language newspapers in the United States and Israel. Its assets
include the Chicago Sun-Times and a large number of community
newspapers in the Chicago area, The Jerusalem Post and The
International Jerusalem Post in Israel, a portfolio of new media
investments and a variety of other assets. Hollinger's principal
asset is its approximately 68.0% voting and 18.2% equity interest
in Hollinger International. Hollinger International is an
international newspaper publisher with English-language newspapers
in the United States and Israel. Its assets include the Chicago
Sun-Times and a large number of community newspapers in the
Chicago area, The Jerusalem Post and The International Jerusalem
Post in Israel, a portfolio of new media investments and a variety
of other assets.

                          *     *     *

As reported in the Troubled Company Reporter on August 31, 2004,as
a result of the delay in the filing of Hollinger's 2003 Form 20-F
(which would include its 2003 audited annual financial statements)
with the United States Securities and Exchange Commission by
June 30, 2004, Hollinger is not in compliance with its obligation
to deliver to relevant parties its filings under the indenture
governing its senior secured notes due 2011. $78 million principal
amount of Notes are outstanding under the Indenture. On
August 19, 2004, Hollinger received a Notice of Event of Default
from the trustee under the Indenture notifying Hollinger that an
event of default has occurred under the Indenture. As a result,
pursuant to the terms of the Indenture, the trustee under the
Indenture or the holders of at least 25 percent of the outstanding
principal amount of the Notes will have the right to accelerate
the maturity of the Notes.

Approximately US$5 million in interest on the Notes was due on
September 1, 2004. Hollinger has deposited the full amount of the
interest payment with the trustee under the Indenture and
noteholders will receive their interest payment in a timely
manner.

There was in excess of $267.4 million aggregate collateral
securing the $78 million principal amount of the Notes
outstanding.

Hollinger also received notice from staff of the Midwest Regional
Office of the U.S. Securities and Exchange Commission that they
intend to recommend to the Commission that it authorize civil
injunctive proceedings against Hollinger for certain alleged
violations of the U.S. Securities Exchange Act of 1934 and the
Rules thereunder. The notice includes an offer to Hollinger to
make a "Wells Submission", which Hollinger will be making, setting
forth the reasons why it believes the injunctive action should not
be brought. A similar notice has been sent to some of Hollinger's
directors and officers.


HOLLINGER INTL: Board Demands $542M Damages in 2nd Amended Lawsuit
------------------------------------------------------------------
Hollinger International Inc. (NYSE: HLR) said the Special
Committee of its Board of Directors has filed a Second Amended
Complaint in the U.S. District Court for the Northern District of
Illinois on behalf of the Company in its lawsuit against certain
directors and former directors and officers, as well as the
Company's controlling shareholder and its affiliated companies.
The total amount of damages sought in this Second Amended
Complaint is approximately $542 million, which includes pre-
judgment interest of $117 million.

As previously announced, the Second Amended Complaint asserts all
of the same breach of fiduciary duty claims against Hollinger
Inc., Conrad Black, David Radler, Ravelston, Barbara Amiel Black,
John Boultbee, and Daniel Colson as had been in the previous
Amended Complaint filed May 7, 2004.

The Second Amended Complaint asserts additional claims against
certain of the Defendants based on the findings set forth in the
Report of Investigation by the Special Committee filed with the
Court on August 30, 2004. These include, among others, claims to
rescind the $33.5 million balance of a $36.8 million loan from the
Company to Hollinger Inc. that is alleged to have been obtained on
the basis of false and misleading statements. The Second Amended
Complaint also adds claims for fraud, conversion and punitive
damages, while eliminating as Defendants Bradford Publishing
Company and the Horizon companies.

The Second Amended Complaint adds Hollinger International Director
Richard N. Perle as a Defendant. The suit claims breaches of
fiduciary duty by Perle related to his service as a member of the
Company's Executive Committee.

Gordon A. Paris, Interim Chairman, President and Chief Executive
Officer of the Company, and Chairman of the Special Committee,
said: "The Special Committee's work is not complete until we have
prosecuted litigation against the Defendants to seek full redress
for the enormous damage they have caused to the Company and its
shareholders.  The filing of the Second Amended Complaint reflects
our vigorous pursuit of this objective."

The Company also said that, consistent with its previous
statements, it has filed a motion for an interlocutory appeal of
the Court's recent decision related to the Company's claims under
the Racketeering Influenced and Corrupt Organizations Act, or
"RICO."

The Company has also reached an agreement with Hollinger Inc. and
Mr. Black for an extension of the injunction entered in Delaware
Chancery Court on June 28, 2004 and requested the Court enter an
agreed-upon form of Order. The terms of the agreement are
substantially the same as outlined in a letter to Vice Chancellor
Strine filed with the Delaware Chancery Court on October 26, 2004.

The Company will be filing the Amended Complaint and Order by the
Delaware Chancery Court as exhibits to a Form 8-K with the U.S.
Securities and Exchange Commission.
    
                        About the Company

Hollinger International Inc. is a newspaper publisher with
English-language newspapers in North America, Israel and Canada.
Its assets include The Chicago Sun-Times and a large number of
community newspapers in the Chicago area, The Jerusalem Post and
The International Jerusalem Post in Israel, several local
newspapers in Canada, a portfolio of new media investments, and a
variety of other assets.

                          *     *     *

As reported in the Troubled Company Reporter on August 6, 2004,
Moody's Investors Service changed the rating outlook on Hollinger
International Publishing, Inc., to positive from stable and has
withdrawn other ratings. Details of this rating action are:

Ratings withdrawn:

    * $45 million Senior Secured Revolving Credit Facility, due
      2008 -- Ba2

    * $210 million Term Loan "B", due 2009 -- Ba2

    * $300 million of 9% Senior Unsecured Notes, due 2010 -- B2

Ratings confirmed:

    * Senior Implied rating -- Ba3
    * Issuer rating -- B2

The outlook is changed to positive.


HOLLYWOOD CASINO: Submits to Bankruptcy Protection
--------------------------------------------------
HCS I, Inc., the managing general partner of Hollywood Casino
Shreveport, said on Oct. 30, 2004, Hollywood Casino and its
debtor-affiliates agreed to be placed under bankruptcy protection.
The bankruptcy cases are pending in the bankruptcy court in
Shreveport, Louisiana.

The Company obtained a series of orders from the Bankruptcy Court
designed to minimize any disruption of business operations and to
facilitate the reorganization. The Company expects the filing to
have minimal impact on its day-to-day operations and believes that
its significant cash on hand will continue to be sufficient to
timely fulfill obligations to employees, customers and trade
vendors in full as they come due.

Melvyn Thomas, general manager of the casino, said, "Hollywood
Casino will continue to focus on its relationships with its
employees, its guests and its vendors while the sale of the
property and restructuring of the debt are resolved through the
process that began earlier this year. As far as our operation is
concerned, it's business as usual."

As reported in the Troubled Company Reporter on Sept. 14, 2004,
Black Diamond Capital Management L.L.C., a privately held
investment management firm with approximately $5 billion under
management, says two of its funds, together with other creditors,
have filed an involuntary Chapter 11 bankruptcy petition against
Hollywood Casino Shreveport.  The Company has been in default on
$189 million in bonds for 18 months; Black Diamond funds are now
owed in excess of $30 million by the Company.

The Company previously announced that, in cooperation with an Ad
Hoc Committee representing a majority of its noteholders, it had
entered into an agreement with Eldorado Resorts LLC providing for
Eldorado's acquisition of the Company. On October 28, 2004, the
Company filed a joint plan and disclosure statement that
incorporates the Eldorado transaction. The Company hopes to obtain
approval of its disclosure statement and commence solicitation of
acceptances of its plan by the end of the year.

Headquartered in Shreveport, Louisiana, Hollywood Casino
Shreveport operates a casino hotel and resort featuring riverboat
gambling. Its creditors filed an involuntary chapter 11
protection on September 10, 2004 (Bankr. W.D. La. Case No.
04-13259). Robert W. Raley, Esq. at 290 Benton Road Spur, Bossier
City, LA 71111 and Timothy W. Wilhite, Esq. at Downer, Hammond &
Wilhite, L.L.C. represent the petitioners in their involuntary
petition against the Debtor. The Company owed $34,958,113 to the
petitioners.


ICEFLOE TECHNOLOGIES: Inks Pact with Insiders for $120,000 Loan
---------------------------------------------------------------
Icefloe Technologies Inc. (TSX Venture Exchange: ICY) has reached
an agreement with Messrs. J. Robert Furse, Whit Tucker and Wayne
Newson, pursuant to which the Lenders will lend an aggregate
amount of $120,000 to Icefloe. The Loan is secured against the
assets of Icefloe, subject to previous security interests, and is
due and payable on December 31, 2004. No interest is payable on
the Loan, except that interest in the amount of ten percent (10%)
per annum is payable on any amount of the Loan that is in default.

The Loan provides Icefloe with funds to meet its operating cash
flow needs while arrangements are being made for a more
comprehensive private placement financing. It is anticipated that
this transaction will allow Icefloe to meet its operating and cash
flow requirements until the private placement financing is
completed.

Messrs. Furse, Tucker and Newson are related parties of Icefloe in
that each of them is a director of Icefloe. In addition, Mr.
Newson is the President and Chief Executive Officer of Icefloe and
Mr. Furse is Chairman of the Board of Icefloe. Mr. Furse
beneficially owns or controls 145,557 common shares of Icefloe or
approximately three point four (3.4%) percent of the issued and
outstanding shares of Icefloe. Mr. Tucker beneficially owns or
controls 160,000 common shares of Icefloe or approximately three
point eight (3.8%) percent of the issued and outstanding shares of
Icefloe. Mr. Newson beneficially owns or controls 52,548 shares of
Icefloe or approximately one point two (1.2%) percent of the
issued and outstanding shares of Icefloe.

This transaction was reviewed and unanimously approved by the
entire board of directors without abstention or any material
disagreement between directors. Messrs. Furse, Tucker and Newson
declared their interest in the transaction to the board of
directors. In considering this transaction, the directors also
formed a special committee consisting of the two disinterested
directors who evaluated this transaction separately from the
interested directors and the full board and who also unanimously
approved the agreement. There was no material disagreement between
the board and the special committee with respect to this
transaction.

Icefloe has not obtained formal valuation for this transaction, as
Icefloe is relying on exemptions pursuant to Section 5.5(2) and
5.7(2) of Ontario Security Commission rule 61-501. These
exemptions are applicable if, at the time the transaction is
agreed to, neither the fair market value of the subject matter of,
nor the fair market value of the consideration for, the
transaction, in so far as it involves interested parties, exceeds
twenty-five (25%) percent of Icefloe's market capitalization.
The consideration for this transaction in the aggregate is
$120,000.00, while the float quoted market value of Icefloe at the
time of the transaction is approximately $2,500,000.00.

No other agreements have been entered into by either Icefloe or
any of the related parties involved in this transaction with any
other interested party or joint actor in connection with this
transaction.

Pursuant to Policy 5.1 of the TSX Venture Exchange, Icefloe is
providing the Exchange with written notice of the proposed loan.

                        About the Company

Founded in March 2001, Icefloe (TSX Venture Exchange: ICY) is a
Canadian-based company dedicated to the development and
commercialization of its proprietary chilling technology which
brings flash chilling capability in a portable form and enables
the beverage industry to serve ice cold draft beer without
excessive foam loss, anytime and anywhere. Since April 2001,
Icefloe has focused its efforts on securing patents for its
platform technologies, while developing, field-testing,
manufacturing and marketing commercial products using its unique
technologies. Its wholly owned subsidiary, Draught Guys Inc.,
provides installation, sales and service for both traditional
draft systems and Icefloe's proprietary products in the Ontario
market.

Icefloe commenced trading on Tier 2 of the TSX Venture Exchange on
April 14, 2004 under the symbol "ICY".

The TSX Venture Exchange does not accept responsibility for the
adequacy or accuracy of this release. No Securities Commission or
other regulatory authority having jurisdiction over Icefloe has
approved or disapproved of the information contained herein.
For more information about Icefloe, please visit Icefloe's website
at http://www.icefloe.com/

Founded in March 2001, Icefloe (TSX Venture Exchange: ICY) is a
Canadian-based company dedicated to the development and
commercialization of its proprietary chilling technology which
brings flash chilling capability in a portable form and enables
the beverage industry to serve ice cold draft beer without
excessive foam loss, anytime and anywhere. Since April 2001,
Icefloe has focused its efforts on securing patents for its
platform technologies, while developing, field-testing,
manufacturing and marketing commercial products using its unique
technologies. Its wholly-owned subsidiary, Draught Guys Inc.,
provides installation, sales and service for both traditional
draft systems and Icefloe's proprietary products in the Ontario
market.

At March 31, 2004 Icefloe Technologies Inc.'s balance sheet shows
a deficit of C$2,442,825 as compared to a deficit of C$1,834,309
at December 31, 2003.


INARA MANAGEMENT: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Inara Management, LLC
        3336 Lexington Avenue
        Grapevine, Texas 76051

Bankruptcy Case No.: 04-90571

Type of Business:  The Company operates five gasoline stations
                   with convenience stores.

Chapter 11 Petition Date: November 1, 2004

Court: Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsels: William Lyle Perlman, Esq.
                   Leonard J. Robinson II, Esq.
                   Perlman & Robison
                   3626 North Hall Street, Suite 610
                   Dallas, Texas 75219
                   Tel: (214) 520-2200

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 8 Largest Unsecured Creditors:

    Entity                       Nature Of Claim    Claim Amount
    ------                       ---------------    ------------
Wise County Tax Assessor         Statutory Lien               $0
Collector
404 West Walnut
Decatur, Texas 76234

Wise County Appraisal District   Statutory Lien               $0
400 East Business 380
Decatur, Texas 76234

Tarrant County Tax Collector     Statutory Lien               $0
100 East Weatherford
Fort Worth, Texas 76196

Pacific Fuel Distributors        Miscellaneous                $0
206 West Bedford Euless Rs.      Business Debt
Hurst, Texas 76053

LSF Franchise Investments, LLC   Miscellaneous                $0
c/o Hudson Advisors LLC          Business Debt
717 Northwood Street, Suite 2200
Dallas, Texas 75201

Linebarger, Goggan, Blair &      Notice Only                  $0
Sampson
2323 Bryan Street, Suite 1600
Dallas, Texas 75201

Kenneth L. Maun                  Statutory Lien               $0
1800 N. Graves Street, Suite 170
McKinney, Texas 75070

Cooke County Appraisal District  Statutory Lien               $0
201 North Dixon
Gainesville, Texas 76240


INNER HARBOR: Fitch Ups Junk Ratings on Three Classes After Review
------------------------------------------------------------------
Fitch Ratings upgrades five classes and affirmed one class of
notes issued by Inner Harbor CBO 1999-1 Ltd.  These actions are
the result of Fitch's review process and are effective
immediately:

These notes have been upgraded as follows:

   -- $13,000,000 class A-3L notes from 'BBB-' to 'A-';
   -- $40,000,000 class A-3 notes from 'BBB-' to 'A-';
   -- $28,000,000 class A-4A notes from 'CC' to 'CCC+';
   -- $10,000,000 class A-4B notes from 'CC' to 'CCC+';
   -- $9,000,000 class B-1L notes from 'C' to 'CC'.

These notes have been affirmed as follows:

   -- $89,506,201.72 class A-2L notes at 'AAA';
   -- $5,500,000 class B-2 notes remain at 'C';
   -- $24,491,916 class C notes remain at 'C'.

Inner Harbor is a collateralized debt obligation managed by T.
Rowe Price Associates, Inc., which closed December 21, 1999.  
Inner Harbor is composed of 100% high yield bonds.  Included in
this review, Fitch discussed the current state of the portfolio
with the asset manager and their portfolio management strategy.  
In addition, 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.

Since the last rating action, the collateral has improved.  The
weighted average rating has increased from 'B-' to 'B'.  The
senior class A and class A overcollateralization ratios have
increased to 136.2% and 106.7%, respectively, as of the most
recent trustee report dated October 2, 2004 from 123.7% and 104.6%
as of Dec. 2, 2002.  The class B OC ratio of 98.4% continues to
fail versus its trigger level of 103%.  As of the most recent
trustee report available, Inner Harbor defaulted assets
represented 1.48% of the $187 million of total collateral and
eligible investments.  Assets rated 'CCC+' or lower represented
approximately 8.5%, excluding defaults.

The ratings of the class A-2L, class A-3L, and class A-3 notes
address the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the stated balance of principal by the legal final maturity date.
The ratings of the class A-4A, class A-4B, class B-1L, and class
B-2 notes address the likelihood that investors will receive
ultimate and compensating interest payments, as per the governing
documents, as well as the stated balance of principal by the legal
final maturity date.  The ratings of the class C notes address the
likelihood that investors will receive their ultimate stated
balance of principal by the legal final maturity date.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the class A-2L, class B-2, and class C
notes still reflect the current risk to noteholders.  However,
Fitch has determined that the current ratings assigned to the
class A-3L, class A-3, class A-4A, class A-4B, and class B-1L
notes no longer reflect the current risk to noteholders and has
subsequently improved over the past year.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/ 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.


L-3 COMMUNICATIONS: S&P Rates Planned $500M Sr. Sub. Notes 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
L-3 Communications Corp.'s proposed $500 million senior
subordinated notes due 2014, which are to be sold under SEC Rule
144A with registration rights.  At the same time, Standard &
Poor's affirmed its other ratings, including the 'BB+' corporate
credit rating, on the New York, N.Y.-based defense electronics
supplier.  The outlook is positive.

"The ratings on L-3 Communications reflect an average business
profile, satisfactory profitability and cash generation, and the
risks of an active acquisition program," said Standard & Poor's
credit analyst Christopher DeNicolo.  "Credit quality benefits
from an increasingly diverse program base, efficient operations,
and the favorable environment for defense spending," the analyst
continued.  The proceeds from the new notes will be used to redeem
the company's $200 million 8% subordinated notes due 2008 and to
fund acquisitions.  Debt to capital will decline to 41% from 45%
at September 30, 2004, pro forma for the new notes and the
conversion to common equity of the firm's $420 million 4% CODES
due 2011, which occurred in October 2004.

Acquisitions are an important part of the company's growth
strategy, and leverage has periodically become somewhat elevated
because of debt-financed transactions.  However, management has a
good record of restoring financial flexibility by issuing equity.  
Although significant increases in revenues and profits in recent
years have been driven largely by acquisitions, organic growth has
also been solid.

L-3 provides secure communication systems, specialized
communications devices, and flight simulation and training.
Products include secure, high-data-rate communication systems,
microwave components, avionics, telemetry, and instrumentation
devices, and simulator training products and services.  The firm's
revenues have grown rapidly through numerous acquisitions,
positioning L-3 to better compete in the growing intelligence,
surveillance, and reconnaissance market.  Some well-supported
programs, with a high percentage of sole-source contracts,
mitigate the company's exposure to a competitive environment.  The
company had a funded backlog of $4.4 billion at Sept. 30,2004.

L-3's program diversity and financial profile have shown steady
improvement over the past few years due largely to acquisitions,
but also to efficient operations and organic growth.  A
continuation of this trend could result in an upgrade.


LANOPTICS LTD: Sept. 30 Balance Sheet Upside-Down by $19.1 Million
------------------------------------------------------------------
LanOptics Ltd. (NASDAQ: LNOP), a provider of network processors,
reported results for the third quarter ended September 30, 2004.

For the three months ended September 30, 2004, LanOptics reported
revenues of US$1,403,000 versus US$467,000 in the third quarter of
2003. All of these revenues were attributable to LanOptics'
subsidiary, EZchip Technologies. Operating loss amounted to
US$2,002,000, versus US$2,381,000 in the third quarter of 2003.
The majority of the expenses that resulted in the operating loss
were attributable to EZchip's research and development efforts on
future products, and the balance of the expenses related primarily
to EZchip's sales and marketing activities. Net loss for the third
quarter was US$2,215,000, compared to net loss of US$ 2,529,000
for the same period last year.

For the nine months ended September 30, 2004, LanOptics reported
revenues of US$3,026,000, compared with US$1,196,000 for the same
period last year. All of these revenues were attributable to
LanOptics' subsidiary, EZchip Technologies. Operating loss for the
nine months amounted to US$6,283,000, versus US$7,875,000 in the
same period last year. Net loss for the nine months was
US$6,868,000, compared to year-earlier loss for the comparable
period of US$ 8,125,000.

"During the third quarter we continued to fulfill volume orders
from customers who are in production with EZchip-based products,"
said Dr. Meir Burstin, Chairman of the Board. "We also continued
to add new customers and now have 40 customers in total, and nine
NP-1c based products are currently in production. The pace of
deployment of these products and our continued revenue ramp-up
will continue to depend on market acceptance of our customers'
products and the pace of recovery in the telecommunications and
related markets. During the third quarter we continued to secure
design wins for NP-2, our third generation chip that will sample
in Q1/05. We believe that NP-2's added functionality and lower
price point greatly increase EZchip's market opportunity versus
the NP-1c. While the NP-1c is commonly utilized in services cards,
which typically have one or two of these cards per chassis, the
NP-2 also addresses line cards that often have ten or more cards
installed per chassis. Our customers are now beginning to design
NP-2 based products and will continue to do so during 2005. We
expect that volume production of NP-2 based products will begin in
2006."

As previously announced, effective the first quarter of 2004,
LanOptics' financial statements are being prepared in accordance
with generally accepted accounting principles in the United States
(U.S. GAAP). Since its inception, LanOptics' consolidated
financial statements had been prepared in U.S. dollars in
accordance with generally accepted accounting principles in Israel
(Israeli GAAP), which differ in certain material respects from
U.S. GAAP. As previously disclosed by LanOptics in its financial
statements and quarterly earnings releases, the principal
consequence of the change from Israeli GAAP to U.S. GAAP relates
to the accounting for Preferred Shares of LanOptics' EZchip
Technologies subsidiary. Under Israeli GAAP, a subsidiary's losses
are attributed to the different classes of the subsidiary's shares
according to the ownership level, which is determined by
liquidation preference. Under U.S. GAAP, the issuance of a
subsidiary's Preferred Shares to a third party is accounted for as
a separate component of minority interest, "Preferred Shares of
Subsidiary," that does not participate in the losses of the
subsidiary. As a result, under U.S. GAAP the reported net loss
reflects all of the losses of our EZchip Technologies subsidiary,
in which we hold 53%, without any minority participation. The
cumulative effect of this change results in a deficiency in the
consolidated shareholders' equity.

LanOptics is focused on its subsidiary EZchip Technologies, a
fabless semiconductor company providing high-speed network
processors. EZchip's breakthrough TOPcore(R) technology provides
both packet processing and classification on a single chip at wire
speed. EZchip's single-chip solutions are used for building
networking equipment with extensive savings in chip count, power
and cost. Highly flexible 7-layer processing enables a wide range
of applications to deliver advanced services for the metro,
carrier edge and core and enterprise backbone.

At Sept. 30, 2004, LanOptics' balance sheet showed a $19,148,000
stockholders' deficit, compared to a $12,370,000 deficit at
Dec. 31, 2003.


LEVITZ HOME: S&P Assigns B- Rating to Planned $100M Sr. Sec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
furniture retailer Levitz Home Furnishings Inc.'s proposed
$100 million class A senior secured note offering due 2011.  In
addition, a 'CCC' rating was assigned to Levitz' $30 million class
B notes due 2011.  The notes will be issued under Rule 144A with
registration rights.  Proceeds from the offering will be used to
repay the company's existing indebtedness.

The 'B-' corporate credit rating on the company was affirmed.  The
outlook is positive.

Standard & Poor's previously assigned its 'B-' rating to Levitz'
proposed $130 million senior secured notes on Oct. 18, 2004. Since
then, the terms of the deal have changed, and the company is now
issuing the notes in two separate tranches.  The class A notes are
rated at the same level as the corporate credit rating due to the
expectation for a substantial recovery of principal in the event
of a default, based on a discrete asset analysis.  The class B
notes are rated two notches lower than the corporate credit
rating, as they are structurally subordinated to the class A
notes.

"The ratings reflect Levitz' participation in the cyclical and
highly competitive and fragmented retail furniture industry, its
regional concentration, history of inefficient operations, and
very highly leveraged capital structure," said Standard & Poor's
credit analyst Robert Lichtenstein.  "These weaknesses are
somewhat offset by the company's established position and
recognized brand in the markets in which it competes."


MASTR ALTERNATIVE: Fitch Rates $1.712M Class B-I-4 Certs. 'BB'
--------------------------------------------------------------
MASTR Alternative Loan Trust 2004-11, is rated as follows by Fitch
Ratings:

   -- $646.5 million classes 1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1, 6-
      A-1, 7-A-1, 8-A-1 through 8-A-3, 9-A-1, 9-A-2, 15-PO, 30-PO,
      15-AX, 20-AX, 30-AX, A-LR, and A-R (senior certificates)
      'AAA';

   -- $13,698,000 class B-I-1 'AA';

   -- $3,891,000 class B-I-2 'A';

   -- $2,802,000 class B-I-3 'BBB';

   -- $1,712,000 the privately offered class B-I-4 'BB'.

The 'AAA' rating on the of group I, II, V, VI, VII and VIII senior
certificates reflects the 8% subordination provided by:

   * the 4.40% class B-I-1 (not rated by Fitch),
   * the 1.25% class B-I-2 (not rated by Fitch),
   * the 0.90% class B-I-3 (not rated by Fitch),
   * the 0.55% privately offered class B-I-4 (not rated by Fitch),
   * the 0.35% privately offered class B-I-5 (not rated by Fitch),
     and
   * the 0.55% privately offered class B-I-6 (not rated by Fitch)

certificates.

The 'AAA' rating on the of group III, IV, and IX senior
certificates reflects the 7% subordination provided by:

   * the 3.30% class B-1 (not rated by Fitch),
   * the 1.45% class B-2 (not rated by Fitch),
   * the 0.85% class B-3 (not rated by Fitch),
   * the 0.60% privately offered class B-4 (not rated by Fitch),
   * the 0.45% privately offered class B-5 (not rated by Fitch),
     and
   * the 0.35% privately offered class B-6 (not rated by Fitch)

certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and the
master servicing capabilities of Wells Fargo Bank Minnesota, N.A.,
which is rated 'RMS1' by Fitch.

The mortgage loans are separated into nine loan groups.  Loan
groups I, II, V, VI, VII and VIII are cross collateralized with
the class B-I certificates that support the class 1-A-1, 2-A-1,
5-A-1, 6-A-1, 7-A-1, 8-A-1 through 8-A-3, 15-A-X, 30-A-X, 15-PO,
and 30-PO certificates.  Loan groups III, IV, and IX are cross
collateralized with the class B certificates that support the
class 3-A-1, 4-A-1, 9-A-1, 9-A-2, 20-A-X, 30-A-X, and 30-PO
certificates.  The certificates generally receive distributions
based on collections on the mortgage loans in the corresponding
loan group or loan groups.

Groups I, II, V, VI, VII, and VIII in aggregate contain 2,573
fully amortizing 15- and 30-year fixed-rate mortgage loans secured
by first liens on one- to four-family residential properties with
an aggregate scheduled principal balance of $311,305,107.  The
average unpaid principal balance of the aggregate pool as of the
cut-off date (Oct. 1, 2004) is $120,989.  The weighted average
original loan-to-value ratio (OLTV) is 71.34%.  The weighted
average credit score of the borrowers is 718. Approximately 14.58%
of the pool was originated under a reduced (non Full/Alternative)
documentation program. I nvestor properties comprise 100% of the
loans.  The weighted average mortgage interest rate is 6.328% and
the weighted average remaining term to maturity -- WAM -- is 312
months.  The top three states that represent the largest portion
of the aggregate mortgage loans are:

      * California (18.69%),
      * New York (9.84%), and
      * Florida (7.89%).

Groups III, IV, and IX in aggregate contain 2,261 fully amortizing
15- and 30-year fixed-rate mortgage loans secured by first liens
on one- to four-family residential properties with an aggregate
scheduled principal balance of $387,180,801.  The average unpaid
principal balance of the aggregate pool as of the cut-off date
(Oct. 1, 2004) is $171,243.  The weighted average OLTV is 78.16%.
The weighted average credit score of the borrowers is 694.
Approximately 52.17% of the pool was originated under a reduced
(non Full/Alternative) documentation program. Investor properties
comprise 1.60% of the loans.  The weighted average mortgage
interest rate is 6.548% and the WAM is 344 months.  The top three
states that represent the largest portion of the aggregate
mortgage loans are:

      * California (16.89%),
      * New York (12.45%), and
      * Florida (9.37%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation.'

MASTR, a special purpose corporation, deposited the loans into the
trust, which issued the certificates.  U.S. Bank National
Association will act as trustee.  For federal income tax purposes,
elections will be made to treat the trust fund as multiple real
estate mortgage investment conduits -- REMICs.


MIRANT CORP: Wants to Sell Turbines to Invenergy for $46.5 Million
------------------------------------------------------------------
Prior to filing for chapter 11 protection, Mirant Corporation and
its debtor-affiliates implemented a generation capacity growth
strategy pursuant to which the Debtors purchased various new
turbine generators and ancillary equipment to construct additional
power generation facilities.

As a result of a downturn in the merchant energy sector, as well
as the Debtors' need to focus on liquidity, the Debtors suspended
the construction of certain projects for which the Equipment was
originally dedicated, and placed the Equipment into storage.

In formulating their long-term business plan, the Debtors'
management, in consultation with their advisors, analyzed the
economics of completing certain of the suspended projects.  As a
result of the analysis, the Debtors determined that based on
current and projected market conditions, the incremental costs to
complete select projects exceed the risk adjusted present value of
the cash flows that would be generated by the completed projects,
as well as the expected market resale value of the projects.

The Debtors also learned that, provided that certain minimum
amounts are received for the Equipment, any option value to be
derived from retaining the Equipment, either for use in other
projects or for future disposition, is outweighed by the
administrative and economic costs of maintaining and storing the
Equipment for an uncertain period of time.  Thus, the Debtors
decided to market the Equipment and, if appropriate values can be
derived as a result from the marketing, sell the Equipment.

Based on an initial analysis of various potential strategic and
financial buyers, the Debtors and their advisors found that the
disposition of the assets by an experienced marketer familiar with
these types of assets would yield the highest recovery possible.  
Accordingly, the Debtors entered into negotiations to retain
PennEnergy, Inc., as their marketer and broker for the limited
purpose of selling the Equipment.

As a result of the Debtors and PennEnergy's marketing efforts, a
number of interested parties approached the Debtors to discuss the
potential acquisition of some of the Equipment.  On June 11, 2004,
the Debtors received an initial expression of interest from
Invenergy Turbine Company, LLC, for the purchase of the Debtors'
General Electric Model PG7241 FA 60 Hz dual fueled combustion
turbines and all related appurtenances, modules, equipment, and
other services.

                 The Purchase and Sale Agreement

The Debtors engaged in extensive negotiations with Invenergy,
which resulted to a purchase and sale agreement, dated
October 6, 2004, between Mirant Bowline, LLC, and Invenergy.  The
Debtors agreed to sell three Turbines to Invenergy, subject to
higher or otherwise better offers.  Invenergy will pay $46,500,000
for assets.

According to Robin E. Phelan, Esq., at Haynes & Boone, in Dallas,
Texas, the Sale Agreement requires Mirant Bowline to transfer:

   (a) certain Long Term Service Agreements between Mirant
       Bowline and General Electric International, Inc.;

   (b) certain technical assistance prepayment service
       prepayments originally paid to GE International; and

   (c) certain other rights, including delivery rights, under
       Mirant Bowline's original purchase agreement with GE
       International for the Turbines.

Within 90 days after the closing of the Sale, the purchase price
of the Turbines will be reduced by the estimated cost of
refurbishing parts that may have been damaged due to storage or
replacing parts that may have been lost or destroyed.  Unless the
Debtors expressly agree otherwise, the Estimated Remediation Cost
is limited to:

   -- $4,500,000 on the sale of three Turbines;
   -- $3,000,000 on the sale of two Turbines; and
   -- $1,500,000 on the sale of one Turbine.

Mirant Bowline is entitled to terminate the Sale Agreement if the
Estimated Remediation Cost exceeds the applicable Limit.  The
Debtors believe that the Estimated Remediation Cost will be far
less than the applicable Limit.

Mr. Phelan explains that the Long Term Service Agreements between
Mirant Bowline and GE International are for, among other things,
maintenance and service on, and parts for, the Turbines.  In
connection with the global restructuring of substantially all of
their LTSA obligations, the Court authorized Mirant Bowline to
reject its prepetition LTSA and to enter into a more favorable
postpetition LTSA.

As part of its original purchase agreement with GE International
for the Turbines, Mirant Bowline prepaid GE International for
certain technical assistance services -- the TA Service Prepayment
-- to be used in connection with the construction and start-up of
the Turbines.  The value of these services is $4.1 million.  Upon
transfer of ownership of the Turbines, GE International will
credit the TA Service Prepayment amount to the account of the
purchaser to be applied during the construction and start-up of
the Turbines.

Invenergy has provided a $2,325,000 earnest money deposit.  If
Mirant Bowline terminates the Sale Agreement due to a material
breach by Invenergy, Mirant Bowline will be entitled to retain the
Invenergy Deposit as its sole and exclusive remedy.  If Invenergy
terminates the Sale Agreement in accordance with the terms of the
Agreement, or if the Debtors sell one or more of the Turbines to
an entity or entities other than Invenergy or any of its
affiliates, Invenergy's sole and exclusive remedies will be
limited to return of the Invenergy Deposit and, under certain
circumstances, payment of an "Expense Reimbursement" and "Topping
Fee."

Mr. Phelan relates that among the more pertinent conditions in the
Agreement is the Debtors' ability to obtain Court approval of
proposed Bidding Procedures before November 3, 2004, and Court
approval of the proposed Sale within forty-five days after the
entry of the Bidding Procedures Order.

A full-text copy of the Purchase and Sale Agreement is available
for free at:

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

                       Partial Sale Option

Although the Debtors believe that they have gained a substantial
benefit from obtaining a commitment from Invenergy to acquire all
three Turbines, the Debtors recognize that certain potential
competing bidders may be interested in acquiring less than three
Turbines.

To ensure that the Debtors are able to attract the greatest
potential bidders and receive the maximum available consideration
for the Turbines, the Debtors successfully negotiated with
Invenergy the ability to accept competing bids on a unit-by-unit
basis while Invenergy, under certain circumstances, remains
committed to acquiring the remaining assets.

Specifically, the parties agreed that if the Debtors sell one of
the Turbines to a third party, Invenergy is required to purchase
the remaining two Turbines for $31,000,000.  In the event the
Debtors sell two of the Turbines to a third party, Invenergy may,
but is not obligated, to purchase the remaining Turbine for
$15,500,000.

Mr. Phelan tells Judge Lynn that the flexibility of the Sale
Agreement will enable the Debtors to maximize their return of each
Turbine by allowing the Debtors to market and sell on of the
Turbines to a third party without foregoing the value of selling
the remaining two Turbines to Invenergy.  The Partial Sale Option
will enable the Debtors to accept an offer for only two of the
Turbines, if the offer is otherwise more favorable than the sale
of all three Turbines to Invenergy or another third party.

The Debtors ask the Court to authorize the sale of the Turbines
free and clear of liens, claims, encumbrances and interests to
Invenergy or its designee, or to another party submitting the
highest or otherwise best bid, pursuant to the terms and
conditions of the Purchase and Sale Agreement.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  Mirant Corporation
filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex.
03-46590).  Thomas E. Lauria, Esq., at White & Case LLP, represent
the Debtors in their restructuring efforts. When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MIRANT: Wants to Tap Deloitte & Touche as Tax Service Providers
---------------------------------------------------------------
As previously reported, Mirant Corporation and its debtor-
affiliates employed Deloitte & Touche, LLP, to provide certain tax
services, which include income tax consulting services, tax
compliance services, IRS examination services, bankruptcy tax
restructuring services and certain other tax consulting services
in accordance with the terms of the various engagement letters
entered into between the Debtors and Deloitte.

To align its organizational structure and its affiliates more
closely, Deloitte & Touche reorganized some of its business units,
including, among others, the business unit providing tax services.  
As of August 22, 2004, Deloitte Tax, LLP, began providing tax
services to its clients, including the Tax Services for the
Debtors.  Although the personnel comprising the Tax Services
engagement team for the Debtors in the Chapter 11 cases remain
substantially the same since the Court authorized the Debtors to
employ Deloitte & Touche, consistent with the reorganization, the
personnel have now become personnel of Deloitte Tax as of
August 22.

The Debtors seek the Court's permission to employ Deloitte Tax as
their tax service providers effective as of August 22, 2004.

Because Deloitte Tax is a newly operating entity, it provided no
services to the Debtors before the Petition Date.  Additionally,
the Debtors are not aware of any prepetition claims held by
Deloitte Tax against them for fees and expenses in respect of
services rendered.  However, to the extent the claims exist,
Deloitte Tax agrees not to seek or accept any recovery.
Furthermore, Deloitte Tax has received no postpetition retainers
from the Debtors in respect of any services it may provide to them
in the future.

Robin Phelan, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
informs the Court that the personnel associated with Deloitte Tax
have considerable experience in providing clients, both in and out
of bankruptcy, with the scope of services it anticipates to
provide the Debtors in their Chapter 11 cases.  The Debtors
believe that Deloitte Tax is well qualified to serve them in their
Chapter 11 cases in an efficient and cost-effective manner.

Mr. Phelan asserts that the Tax Services are necessary to enable
the Debtors to maximize the value of their estates and reorganize
successfully.  Mr. Phelan assures the Court that Deloitte Tax will
use reasonable efforts to coordinate with the Debtors' other
retained professionals to avoid unnecessary duplication of
services.

Deloitte Tax's fees in connection with the provision of the Tax
Services are based on hourly rates and time expended.  The range
of hourly billing rates reflects, among other things, differences
in experience levels within classifications, geographic
differentials and differences between types of services being
provided.  In the normal course of business, Deloitte Tax revises
its regular hourly billing rates to reflect changes in
responsibilities, increased experience, and increased costs of
doing business.  The Debtors ask the Court to allow Deloitte Tax
to revise the rates to the hourly billing rates that will be in
effect from time to time.

Changes in regular hourly billing rates will be noted by Deloitte
Tax on the invoices for the first time period in which the revised
rates became effective.  Deloitte Tax will maintain reasonably
detailed records of any costs and expenses incurred in connection
with its provision of the Tax Services.

Jacien L. Steele, a partner at Deloitte Tax, assures Judge Lynn
that the partners, principals, and directors at Deloitte Tax
anticipated to provide services to the Debtors do not hold or
represent any interest adverse to the Debtors.  Deloitte Tax and
its professionals are also  "disinterested persons" as that term
is defined in Section 101(14) of the Bankruptcy Code, as modified
by Section 1107(b).

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  Mirant Corporation
filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex.
03-46590).  Thomas E. Lauria, Esq., at White & Case LLP, represent
the Debtors in their restructuring efforts. When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue No. 46; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MULBERRY STREET: Fitch Affirms BB Rating on $7 Mil. Class C Notes
-----------------------------------------------------------------
Fitch Ratings affirmed eight classes of notes issued by Mulberry
Street CDO II, Ltd.  These affirmations are the result of Fitch's
review process.  These rating actions are effective immediately:

   -- $195,000,000 class A-1A notes affirmed at 'AAA';
   -- $41,500,000 class A-1B notes affirmed at 'AAA';
   -- $30,000,000 class A-1U notes affirmed at 'AAA';
   -- $283,000,000 class A-1W notes affirmed at 'AAA';
   -- $73,500,000 class A-2 notes affirmed at 'AA';
   -- $4,000,000 class B-F notes affirmed at 'BBB';
   -- $38,000,000 class B-V notes affirmed at 'BBB';
   -- $7,000,000 class C notes affirmed at 'BB'.

Mulberry Street II is a collateralized debt obligation managed by
the Clinton Group, which closed June 26, 2003.  Mulberry Street II
is composed of RMBS/CMBS/ABS securities.  Included in this review,
Fitch discussed the current state of the portfolio with the asset
manager and their portfolio management strategy going forward.

Since closing, the collateral has continued to perform.  The
weighted average rating factor has remained at 10.8 ('BBB+').  The
class A, class A-2, class B, and class C overcollateralization
ratios have improved to 128.3%, 113.2%, 106.0% and 104.9% as of
the most recent trustee report dated October 15, 2004,
respectively from 127.9%, 112.8%, 105.7% and 104.6%, at close.  As
of the most recent trustee report available, assets rated lower
than 'BBB-' represented approximately 1.8% of the portfolio
balance.

The rating of the class A-1A, class A-1B, class A-1U, class A-1W
and class A-2 notes addresses the likelihood that investors will
receive full and timely payments of interest, as per the governing
documents, as well as the stated balance of principal by the legal
final maturity date.  The ratings of the class B-F, class B-V and
class C notes address the likelihood that investors will receive
ultimate and compensating interest payments, as per the governing
documents, as well as the stated balance of principal by the legal
final maturity date

As a result of this analysis, Fitch has determined that the
original ratings assigned to all the classes of notes still
reflect the current risk to noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/ (For more information on the Fitch  
VECTOR Model, see 'Global Rating Criteria for Collateralised Debt
Obligations,' dated September 13, 2004, available on the Fitch
Ratings web site.


MULBERRY STREET: Fitch Affirms BB Rating on $5 Mil. Class C Notes
-----------------------------------------------------------------
Fitch Ratings affirmed five classes of notes issued by Mulberry
Street CDO, Ltd.  These affirmations are the result of Fitch's
review process.  These rating actions are effective immediately:

   -- $352,500,000 class A-1A notes affirmed at 'AAA';
   -- $40,000,000 class A-1B notes affirmed at 'AAA';
   -- $52,500,000 class A-2 notes affirmed at 'AA';
   -- $30,000,000 class B notes affirmed at 'BBB';
   -- $5,000,000 class C notes affirmed at 'BB'.

Mulberry Street is a collateralized debt obligation managed by the
Clinton Group, which closed December 18, 2002.  Mulberry Street is
composed of RMBS/CMBS/ABS securities.  Included in this review,
Fitch discussed the current state of the portfolio with the asset
manager and their portfolio management strategy going forward.

Since closing, the collateral has slightly deteriorated.  The
weighted average rating factor has increased from 11.61 ('BBB') to
12.97 ('BBB/BBB-').  The class A, class A-2, class B, and class C
overcollateralization ratios have decreased to 125.9%, 111.1%,
104.1% and 103.01% as of the most recent trustee report dated
October 15, 2004, respectively from 128.4%, 113.3%, 106.1% and
105.0%, at close.  As of the most recent trustee report available,
Mulberry Street's defaulted assets represented less than 1% of the
$494 million of total collateral and eligible investments.  Assets
rated lower than 'BBB-' represented approximately 4.34% of the
portfolio balance.

The rating of the class A-1A, class A-1B and class A-2 notes
addresses the likelihood that investors will receive full and
timely payments of interest, as per the governing documents, as
well as the stated balance of principal by the legal final
maturity date.  The ratings of the class B and class C notes
address the likelihood that investors will receive ultimate and
compensating interest payments, as per the governing documents, as
well as the stated balance of principal by the legal final
maturity date

As a result of this analysis, Fitch has determined that the
original ratings assigned to all the classes of notes still
reflect the current risk to noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments. Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/ 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.


NATIONAL ENERGY: Wants Objection Deadline to Cure Amounts Fixed
---------------------------------------------------------------
National Energy and Gas Transmission, Inc.'s Plan of
Reorganization includes a list of Executory Contracts to be
assumed "as of the Confirmation Date (but subject to the
occurrence of the Effective Date)."

NEG's Plan provides that:

    "If prior to the Confirmation Date or such other date as the
    Bankruptcy Court may fix, a party to such an Executory
    Contract . . . fails to file with the Bankruptcy Court and
    serve upon the attorneys for the Debtor an objection to the
    applicable cure amount . . . then such party shall be forever
    barred from asserting any additional or other amounts against
    the Debtor respecting such cure amount."

By this motion, NEG asks Judge Mannes to fix an objection
deadline for cure amounts with respect to Executory Contracts to
be assumed under the Plan.  Upon fixing the Objection Deadline
for cure amounts, the Debtor intends to serve a notice of the
amounts it believes are due and owing to cure any defaults under
the applicable Executory Contract to the affected parties.

NEG proposes to fix the Objection Deadline to respond to the
Notice of Cure Amount as November 22, 2004.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates
electric generating and natural gas pipeline facilities and
provides energy trading, marketing and risk-management services.
The Company filed for Chapter 11 protection on July 8, 2003
(Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $7,613,000,000 in assets and
$9,062,000,000 in debts.  NEGT received bankruptcy court approval
of its reorganization plan in May 2004, and emerged from
bankruptcy on Oct. 29, 2004.


NEW SKIES: Gets FCC Approval on Blackstone Group Acquisition
------------------------------------------------------------
New Skies Satellites N.V. (AEX, NYSE: NSK), the global satellite
communications company, said the sale of the company to affiliates
of The Blackstone Group, a leading private investment firm, has
been approved by the United States Federal Communications
Commission (FCC).

New Skies expected the transaction to close on Nov. 2, 2004.
Assuming the transaction closes on this date, trading in New
Skies' shares on Euronext Amsterdam and American Depository Shares
on the New York Stock Exchange will be suspended as of the close
of trading on November 2, 2004.

Following the closing, the corporate entity that presently holds
the company's assets will go into liquidation and the company's
business and operations will be continued by the acquiring
company, New Skies Satellites B.V. Holders of New Skies' ordinary
shares in book-entry form and holders of American Depository
Shares as of the close of trading on the date of the closing will
be entitled to receive payment of the sale distributions.

Dan Goldberg, New Skies' chief executive officer, said: "We are
delighted that we successfully completed the FCC approval process
sooner than originally anticipated and are now poised to close the
transaction with Blackstone next week. We were pleased with the
overwhelming support of our shareholders for the transaction and
are focused on ensuring that the sale proceeds are distributed as
quickly as possible."

New Skies expects to make an initial distribution of the sale
proceeds to its current shareholders within two weeks after the
closing of the transaction. We anticipate that the initial
distribution will constitute approximately 95 percent of the sale
proceeds. Following this initial distribution, shareholders in New
Skies Satellites N.V. will be entitled to a second and final
distribution. This final distribution will constitute the
remaining sale proceeds and will be made following the expiration
of the statutory two-month opposition period in connection with
the company's liquidation and provided that any potential
opposition has been taken into account.

Further information on the two distributions to shareholders will
be provided when the relevant dates have been determined.

                      About the Transaction
                      
New Skies signed a definitive agreement for the sale of the
company to affiliates of The Blackstone Group, a leading private
investment firm, for $956 million in cash, equivalent to
approximately $7.96 per fully diluted share on June 5, 2004.
Subsequently, New Skies and The Blackstone Group announced certain
regulatory and shareholder approvals necessary for the completion
of the transaction, including:

   -- On July 2, 2004, New Skies and The Blackstone Group received
      early termination of the required waiting period under the
      U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976
      for Blackstone's acquisition of New Skies.

   -- On July 19, 2004, New Skies' shareholders overwhelmingly
      approved the sale of the company, with 92.4 percent of          
      shares in attendance voting for the acquisition.

   -- The Netherlands' Ministry of Economic Affairs formally
      approved the transaction on July 28, 2004.

   -- The U.S. Federal Communications Commission formally approved
      the transaction on October 27, 2004.

                        About the Company

New Skies Satellites is one of only four fixed satellite
communications companies with truly global satellite coverage,
offering video, data, voice and Internet communications services
to a range of telecommunications carriers, broadcasters, large
corporations, Internet service providers and government entities
around the world. New Skies has five satellites in orbit and
ground facilities around the world. The company also has secured
certain rights to make use of additional orbital positions for
future growth. New Skies is headquartered in The Hague, The
Netherlands, and has offices in Beijing, Hong Kong, New Delhi, Sao
Paulo, Singapore, Sydney and Washington, D.C.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 26, 2004,
Moody's Investors Service assigned a B2 senior implied rating to
New Skies Satellites, BV, reflecting the substantial financial
risk associated with its proposed recapitalization, significant
operating risk inherent in the satellite industry, and challenging
competitive environment.

As part of this rating action, Moody's initiates these ratings:

      * B2 -- Senior Implied Rating
      * B1 -- $75 million senior secured revolving credit facility
      * B1 -- $460 million senior secured term loan
      * B3 -- $160 million senior unsecured floating rate note
      * Caa1 -- $125 million senior subordinate notes
      * B3 -- Senior Unsecured Issuer Rating
      * SGL-3 -- Speculative Grade Liquidity Rating

The outlook for all ratings is stable.

New Skies' B2 senior implied rating reflects high leverage and a
weak fixed charge coverage. Moody's expects New Skies' to take on
leverage of approximately 12x debt to free cash flow (Total
debt/CFFO less CAPEX less dividend) by the end of the year, and
fixed charge coverage (EBITDA-CAPEX/Cash Interest) to fall to
about 1.9x. Moody's is concerned that these high fixed debt
payments will weaken New Skies' ability to react to an increasing
competitive environment, and potential operational shortfall. The
rating also incorporates rising costs of insurance across the
industry, which may offset any margin gains resulting from
improved operational efficiency or higher utilization rates.

The ratings also reflect New Skies' steady cash flow generation
supported by a sizable backlog, its relatively young and flexible
asset base, and superior global coverage in both C- and Ku- bands,
which allows New Skies' to bid against a very narrow field for
certain contracts. The ratings also incorporate the financial
flexibility of New Skies to control the timing of its capital
expenditures. In the near-term, Moody's expects the company's
ability to manage free cash flow through capital expenditure
planning to increase as it completes its current capital
investment cycle. Moody's is also concerned that further delays
in the completion of the NSS-8 satellite, currently under
construction, will continue to weaken the company's potential
revenue growth.

Moody's is concerned about New Skies' lack of scale. With only
five satellites in its operating fleet, New Skies is significantly
smaller than the other three satellite providers with global reach
in the industry. New Skies' operating flexibility is more
limited, and the relative impact of a potential in-orbit loss to
the company's overall financial strength is significantly higher.
Moody's, however, notes that the quality, age, unused capacity and
strong track record of the New Skies fleet to date partially
mitigates this risk. While insurance proceeds could offset a
portion of the loss associated with the book value of the asset,
the insurance policy for New Skies, like other providers in the
industry, does not cover business interruption costs or loss of
future revenue during the time required to replace the satellite.
Moody's believes that, even moving existing traffic to a leased
satellite, while recapturing some revenue, will significantly
reduce New Skies' operating margins.

The satellite communication industry is plagued with oversupply,
which results in increased pricing pressure and shorter average
contract lives. Although Moody's expects industry dynamics to
improve as less capacity is scheduled to come on line over the
next several years and demands for higher capacity utilization
services continue to grow, we do not expect New Skies' margins to
improve in the near term largely due to significant insurance
costs. Moody's also notes that New Skies' capacity utilization,
and thus, operating margins significantly trail those of larger
competitors.

The strength of its customer base supports New Skies' ratings. At
June 30, 2004, New Skies' backlog was $648.7 million, 94% of which
is related to non-cancelable contracts. The remaining 6% of the
contracts contain significant cancellation fees. New Skies'
customer diversity, in terms of geography, industry segment, and
product line helps to stabilize earnings and cash flow. Gains in
government services and emerging markets, for example, have offset
challenges to the growth of video services. Moody's expects New
Skies to experience above industry growth in these sectors in the
intermediate term.

Moody's notches the senior secured bank facility rating above the
senior implied rating to reflect its priority claim on the
majority of the firm's assets, and enhanced structural features
such as a 75% free cash flow sweep that improves the senior
secured lender's claims on free cash flow. The senior unsecured
floating rate notes are one notch below the senior implied rating
of a B2 to reflect the subordination to a substantial amount of
senior secured debt, which constitutes 53% of total debt. (In
total debt calculations, Moody's assumes an undrawn revolver, and
80% debt like treatment of the shareholder loans.) Moody's places
the senior subordinated notes two notches below the senior implied
rating to reflect even further subordination. Moody's notes that
in a distressed scenario, recovery rates would likely be
substantially lower for unsecured debt. Therefore, notching may
widen for unsecured notes if the senior implied falls. Moody's
considers the New Skies' sponsor's equity contribution to New
Skies in the form of a subordinated shareholders loan to add
leverage to the company, given its stated maturity and, while PIK,
the high interest rate which creates future obligations.

New Skies' SGL-3 liquidity rating reflects Moody's belief that New
Skies has adequate liquidity to meet its near-term cash operating
and investment needs through a combination of operating cash flow
and availability under its $75 million revolving credit facility.
While Moody's does not expect New Skies to accumulate cash over
the intermediate term because of the cash sweep provision in its
term loan facility, we believe the $75 million revolving credit
facility will be sufficient for working capital needs and spikes
in satellite capital expenditures. Three financial covenants,
total leverage, interest coverage, and limitations on capital
expenditures will govern the bank credit facility. While not
finalized at the time of this release, Moody's rating assumes that
the covenants will be set at a level to allow the company adequate
cushion to weather an unexpected operational shortfall, but tight
enough to restrict meaningful incremental debt. In the event of a
liquidity crisis, Moody's does not believe that New Skies is
likely to sell assets given the strategic importance of its fleet.

New Skies' rating is likely to improve if the company can
significantly reduce leverage and increase its ability to generate
free cash flow through higher fleet utilization. The ratings are
likely to fall if New Skies experiences an unexpected in-orbit
failure that results in meaningful revenue erosion coupled with
higher capital expenditures.


NORTEL NETWORKS: Get New Waiver from Export Development Canada
--------------------------------------------------------------
Nortel Networks Corporation's (NYSE:NT)(TSX:NT) its principal
operating subsidiary, Nortel Networks Limited, has obtained a new
waiver from Export Development Canada under the EDC performance-
related support facility of certain defaults related to the delay
by the Company and NNL in filing their respective 2003 Annual
Reports on Form 10-K, Q1 2004 Quarterly Reports on Form 10-Q and
Q2 2004 Quarterly Reports on Form 10-Q, in each case with the U.S.
Securities and Exchange Commission, the trustees under the
Company's and NNL's public debt indentures and EDC. The waiver
also applies to certain additional breaches under the EDC Support
Facility relating to the delayed filings and the planned
restatements and revisions to the Company's and NNL's prior
financial results.

The new waiver from EDC will remain in effect until the earlier of
certain events including:

   -- the date on which the Delayed Reports have been filed with
      the SEC; or

   -- November 19, 2004.

NNL's prior waiver from EDC, previously announced on September 30,
2004, was set to expire on October 31, 2004.

As previously announced, the Company and NNL expect to file the
Delayed Reports in mid November 2004 and expect to file their
third quarter 2004 Quarterly Reports on Form 10-Q after Nov. 24,
2004. If the Company and NNL fail to file either the Delayed
Reports by November 19, 2004 or the Third Quarter Reports by
November 24, 2004, EDC will have the right, on such dates, unless
EDC has granted a further waiver in relation to the delayed
filings and the Related Breaches, to terminate the EDC Support
Facility, exercise certain rights against collateral or require
NNL to cash collaterize all existing support. If the Company and
NNL fail to file the Delayed Reports by November 19, 2004, there
can be no assurance that NNL would receive any further waivers or
any extensions of the waiver beyond its scheduled expiry date.
While NNL expects to seek a new waiver from EDC in connection with
the delay in filing the Third Quarter Reports past November 24,
2004, there can be no assurance that NNL will receive a new waiver
or as to the terms of any such waiver.

In addition, the Related Breaches will continue beyond the filing
of the Delayed Reports. Accordingly, EDC will have the right
(absent a further waiver of the Related Breaches) beginning on the
earlier of the date upon which the Delayed Reports are filed and
November 19, 2004 to terminate or suspend the EDC Support Facility
notwithstanding the filing of the Delayed Reports. While NNL
expects to seek a permanent waiver from EDC in connection with the
Related Breaches, there can be no assurance that NNL will receive
a permanent waiver, or any waiver or as to the terms of any such
waiver.

The EDC Support Facility provides up to US$750 million in support,
all presently on an uncommitted basis. The US$300 million
revolving small bond sub-facility of the EDC Support Facility will
not become committed support until the Delayed Reports and the
Third Quarter Reports are filed with the SEC and NNL obtains a
permanent waiver of the Related Breaches. As of October 28, 2004,
there was approximately US$288 million of outstanding support
utilized under the EDC Support Facility, approximately US$204
million of which was outstanding under the small bond sub-
facility.

As a global innovation leader, Nortel Networks enriches consumer
and business communications worldwide by offering converged
multimedia networks that eliminate the boundaries among voice,
data and video. These networks use innovative packet, wireless,
voice and optical technologies and are underpinned by high
standards of security and reliability. For both carriers and
enterprises, these networks help to drive increased profitability
and productivity by reducing costs and enabling new business and
consumer services opportunities. Nortel Networks does business in
more than 150 countries. For more information, visit Nortel
Networks on the Web at http://www.nortelnetworks.com/or  
http://www.nortelnetworks.com/media_center/

                          *     *     *

As reported in the Troubled Company Reporter on June 25, 2004,
Standard & Poor's Ratings Services said that its long-term
corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. remain on CreditWatch with
developing implications, where they were placed Apr. 28, 2004.

As previously reported, Standard & Poor's lowered its 'B' long-
term corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. to 'B-'.


NORTEL NETWORKS: Optical Design Biz Transferred to Flextronics
--------------------------------------------------------------
Nortel Networks (NYSE:NT)(TSX:NT) has completed as scheduled the
transfer of certain optical design operations and related assets
in Ottawa, Ontario and Monkstown, Northern Ireland to Flextronics
(Nasdaq:FLEX) as part of the larger transaction contemplated by
the agreement and offer announced by the two companies on June 29,
2004.

"This is a milestone for both companies as we take our growing
relationship to a new level," said Sue Spradley, president, Global
Operations, Nortel Networks. "With Flextronics now focusing on
product cost reduction and fast-tracking the development of new
features related to our well-established optical products, Nortel
Networks will be better positioned to concentrate on next-
generation optical architectures, products and solutions -- areas
where we believe we can gain the most competitive advantage."

"We are happy to officially welcome this world-class design group
with broad experience in telecommunications and optical networks
to Flextronics," said Michael Marks, chief executive officer,
Flextronics. "We believe hardware design, software design and
manufacturing are converging, which makes the addition of the
Nortel Networks design group an excellent fit with our strategy of
providing the lowest total cost solutions to customers in each of
the market segments that we serve."

As previously announced, the balance of the divestiture, whereby
Nortel Networks will sell to Flextronics certain manufacturing
operations and related assets, is anticipated to close in the
first half of 2005, subject to completion of the required
information and consultation processes with the relevant employee
representatives.

Headquartered in Singapore, Flextronics is the leading Electronics
Manufacturing Services (EMS) provider focused on delivering
operational services to technology companies. With fiscal year
2004 revenues of US$14.5 billion, Flextronics is a major global
operating company with design, engineering, manufacturing, and
logistics operations in 29 countries and five continents. This
global presence allows for manufacturing excellence through a
network of facilities situated in key markets and geographies that
provide customers with the resources, technology, and capacity to
optimize their operations. Flextronics' ability to provide end-to-
end operational services that include innovative product design,
test solutions, manufacturing, IT expertise, network services, and
logistics has established the Company as the leading EMS provider.
For more information, please visit http://www.flextronics.com/  

                        About the Company

As a global innovation leader, Nortel Networks enriches consumer
and business communications worldwide by offering converged
multimedia networks that eliminate the boundaries among voice,
data and video. These networks use innovative packet, wireless,
voice and optical technologies and are underpinned by high
standards of security and reliability. For both carriers and
enterprises, these networks help to drive increased profitability
and productivity by reducing costs and enabling new business and
consumer services opportunities. Nortel Networks does business in
more than 150 countries. For more information, visit Nortel
Networks on the Web at http://www.nortelnetworks.com/or  
http://www.nortelnetworks.com/media_center/

                          *     *     *

As reported in the Troubled Company Reporter on June 25, 2004,
Standard & Poor's Ratings Services said that its long-term
corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. remain on CreditWatch with
developing implications, where they were placed Apr. 28, 2004.

As previously reported, Standard & Poor's lowered its 'B' long-
term corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. to 'B-'.


NORTH AMERICAN: Case Summary & 40 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: North American Bison Cooperative
             dba North American Provisioner, Inc.
             dba Bison Exports
             dba US Bison
             dba New West Foods
             dba Denver Buffalo Company
             dba Native Game Company
             dba Great Plains Foods Company
             1658 Highway 281
             New Rockford, North Dakota 58356

Bankruptcy Case No.: 04-31915

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      North American Provisioner, Inc.           04-31916

Type of Business:  The Company is a cooperative with approximately
                   330 rancher members.  The Company processes and
                   markets bison meat.
                   See http://www.newwestfoods.com/

Chapter 11 Petition Date: November 1, 2004

Court: North Dakota (Fargo)

Debtor's Counsels: Steven J Heim, Esq.
                   Dorsey & Whitney
                   50 South Sixth Street
                   Minneapolis, Minnesota 55402
                   Tel: (612) 340-5696
                   Fax: (612) 340-2643

                                    Total Assets   Total Debts
                                    ------------   -----------
North American Bison Cooperative      $8,541,385   $24,480,905
North American Provisioner, Inc.      $5,138,489    $3,403,448


North American Bison Cooperative's 20 Largest Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Turner Enterprises, Inc.      Patronage Account/      $6,899,023
Russell Miller                Note
1123 Research Drive
Bozeman, Montana 59718

Rodney J. Sather              Patronage Account       $1,641,672
One Bison Loop
29469 228th Street
Vivian, South Dakota 57576

Dick Ruby                     Patronage Account       $1,622,249
14100 Highway 13
Milnor, North Dakota 58060

Throlson, Kenneth DVM &       Patronage Account         $851,173
Marlys
1397 6th Avenue Northeast
New Rockford, North Dakota 58356

Silver Creek Bison Ranch      Patronage Account         $651,036
Lorne Miller
PO Box 355
Binscarth, MB ROJ OGO
Canada

Bucholz Ranch                 Patronage Account         $480,937
Wayne & Neil Bucholz
H.C. Box 33
Rhame, North Dakota 58651

Double Diamond Ltd.           Patronage Account         $464,142
Wade & Maxine Miller
PO Box 116
Bowman, North Dakota 58623

Slim Buttes Buffalo Inc.      Patronage Account         $453,901
HC 65 Box 6
Buffalo, South Dakota 57720

Bennett, Daren                Patronage Account         $421,073
7027 10th Street Southeast
Pingree, North Dakota 58476

Great Plains                  Value of Security:        $366,164
2626 McKenzie Drive           $25,000
Loveland, Colorado 80537

Iron Mtn Bison Ranch          Patronage Account         $329,734
PO Box 3170
Cheyenne, Wyoming 82003

Minnie Ha Ha Bison Ranch      Patronage Account         $299,485
Benson CO Cooperative CR Union
5211 38th Street Northeast
Maddock, North Dakota 58348

Rockwood Bison Ranch          Patronage Account         $274,677
Burghard Wohlers
7800 Roblin Boulevard
Headingly, MB R4H 1B6
Canada

First International Bank &    Patronage Account         $253,235
Trust
Attn: Mark J. Friedt
PO Box 245
Harvey, North Dakota 58341

Rossow Buffalo Ranch          Patronage Account         $249,036

A Serle hanson Farms Ltd.     Patronage Account         $242,067

Farm Credit Services of       Patronage Account         $235,394
Mandan

Glenn & Mary Walz             Patronage Account         $226,285

Ken W. Johnson                Patronage Account         $207,673

Jon Grunefelder               Patronage Account         $194,471


North American Provisioner, Inc.'s 20 Largest Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Federal Express 1062          Trade Debt                 $20,867

Sprint Press Denver           Trade Debt                 $17,931

A.C.H. Robinson               Trade Debt                 $15,421

Plastilite Corporation        Trade Debt                 $10,290

American Airlines Cargo       Trade Debt                  $8,168

Fee Transportation Services   Trade Debt                  $7,942

Rose Distributing Inc.        Trade Debt                  $5,597

Atlas Cold Storage            Trade Debt                  $4,380

McLeod USA                    Trade Debt                  $3,740

Booth Delivery Service        Trade Debt                  $3,537

Federal Express 1736          Trade Debt                  $3,428

Davis Trucking Inc.           Trade Debt                  $3,295

Minolta Business Solution     Trade Debt                  $3,107
Pennsylvania

King Soopers                  Trade Debt                  $2,661

Atlas Cold Storage MN         Trade Debt                  $2,396

Minolta Business Solutions    Trade Debt                  $1,984
Texas

NSF Cook & Thunder            Trade Debt                  $1,550

IRM Corporation               Trade Debt                  $1,500

Sugarbabies                   Trade Debt                  $1,480

McCandless International      Trade Debt                  $1,362


NORTHROP GRUMMAN: Names B. Niland as Newport News Sector CFO & VP
-----------------------------------------------------------------
Northrop Grumman Corporation (NYSE: NOC - News) has appointed
Barbara A. Niland chief financial officer and vice president of
business management for the company's Newport News sector,
effective Nov. 1. In this role, she reports to C. Michael Petters,
corporate vice president and president of the Newport News sector,
and on a matrixed basis reports to Charles H. Noski, Northrop
Grumman corporate vice president and chief financial officer.

Ms. Niland, 46, who most recently served as vice president of
finance and controller for the company's Electronic Systems sector
in Baltimore, is responsible for directing the Virginia-based
Newport News sector's business strategy and processes in support
of business growth and profitability goals. She also has
responsibility for sector business management functions such as
contracts, estimating and pricing, accounting, financial reporting
and planning, and analysis, rates and budgets, and program cost
control.

Ms. Niland succeeds Linda M. Leukhardt who was recently named the
chief financial officer for the Electronic Systems sector.

"Barbara brings a strong financial and business management
background to this position and has demonstrated experience in a
variety of areas critical to our success," said Petters. "She will
be a key member of the Newport News team as we focus on contract
execution and customer satisfaction."

Ms. Niland joined the company in 1979 and has held a number of
financial and business management positions at company locations,
primarily in Baltimore. In 1995, she was appointed business
manager for a number of space systems programs in Baltimore.
Later, she was named program director of business management for
space systems. Ms. Niland was promoted to vice president of
finance and controller for Electronic Systems in 2002.

Ms. Niland earned a bachelor's degree in finance from Towson State
University and a master's degree in business administration from
the University of Maryland.

Northrop Grumman Newport News, headquartered in Newport News, Va.,
is the nation's sole designer, builder and refueler of nuclear-
powered aircraft carriers and one of only two companies capable of
designing and building nuclear-powered submarines. Newport News
also provides after-market services for a wide array of naval and
commercial vessels. The Newport News sector employs about 19,000
people.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2004,
Fitch Ratings affirmed the 'BBB' ratings on Northrop Grumman
Corporation's senior unsecured debt and bank facility. The 'BBB'
rating also applies to the senior unsecured debt of Northrop
Grumman's subsidiaries, including Litton Industries and Northrop
Grumman Space & Mission Systems Corporation (formerly TRW Inc.).

Fitch has raised the rating on Northrop Grumman's convertible
preferred stock to 'BBB-' from 'BB+'. The Rating Outlook has been
revised to Positive from Stable for all classes of debt.
Approximately $6 billion of securities is affected by these rating
actions.


NORTHWESTERN CORP: Completes Debt Offering & Inks New Bank Loan
---------------------------------------------------------------
NorthWestern Corporation (Nasdaq: NWEC) d/b/a NorthWestern Energy
has completed the sale of $225 million of its Senior Secured Notes
due 2014 in a Rule 144A private offering.

The Senior Notes are due Nov. 1, 2014, and bear annual interest of
5-7/8% paid semi-annually. The Senior Notes are collateralized by
two series of existing first mortgage bonds secured by
NorthWestern's regulated utility assets in Montana, South Dakota
and Nebraska. The Senior Notes were priced at par and will have
five years of call protection.

According to Gary G. Drook, President and Chief Executive Officer
of the Company, the net proceeds of the offering were used to
repay a portion of the amounts outstanding under the Company's
$390 million term loan credit facility and to pay related fees and
expenses.

"We are extremely pleased with the support this offering received
from investors," said Mr. Drook. "This financing is one of the
lowest priced callable notes sold recently in the high-yield
market. We believe this reflects investors' strong interest in
NorthWestern as we emerge from Chapter 11."

Credit Suisse First Boston and Lehman Brothers acted as joint
book-running managers, and Deutsche Bank Securities was co-
manager.

              New $225 Million Credit Facility Closed
              
In addition, NorthWestern has entered into a new $225 million
secured Credit Facility consisting of a $125 million five-year
revolving tranche and a $100 million seven-year term tranche.

According to Brian B. Bird, NorthWestern's Chief Financial
Officer, proceeds of the Revolver will be used to replace existing
letters of credit initially issued under the Company's debtor-in-
possession financing and to provide borrowing capacity for general
corporate purposes. The Term B Loan was used to repay the
remainder of the Company's $390 million term loan facility. The
Revolver and the Term B Loan were priced at the London InterBank
Offered Rate (LIBOR) plus 175 basis points.

"Our financing strategy as we emerge from Chapter 11 was to
replace our undrawn DIP facility with a revolver to assure
adequate liquidity for utility operations while refinancing some
of our near-term debt to reduce interest expense and extend
maturities," Bird said. "We have successfully met those goals, and
we have been able to reduce debt through the use of available
cash. We remain focused on further reducing debt to become a
strong investment grade company."

The Credit Facility was arranged by Lehman Brothers and Deutsche
Bank.

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 took effect on
Nov. 1, 2004.


NORTHWESTERN CORP: Board Names Dr. E. Linn Draper as Chairman
-------------------------------------------------------------
NorthWestern Corporation (Nasdaq: NWEC - News) d/b/a NorthWestern
Energy said its newly constituted Board of Directors has chosen
Dr. E. Linn Draper, Jr. as non-executive Chairman of the Board.

Dr. Draper recently retired as Chairman, President and Chief
Executive Officer of American Electric Power Co., Inc. (AEP), one
of the nation's largest public utility holding companies, based in
Columbus, Ohio.  Dr. Draper led AEP from 1993 until his retirement
as Chairman of the Board on Feb. 24, 2004.  Prior to leading AEP,
Dr. Draper served as Chairman of the Board, President and Chief
Executive Officer of Gulf States Utilities Company, Beaumont,
Texas.  

Dr. Draper also serves on the board of directors of Sprint,
Temple-Inland and Borden Chemicals and Plastics, LP.

Dr. Draper currently splits his time between Ohio and Texas.  He
holds a bachelor's and master's degree in chemical engineering
from Rice University and a PhD in nuclear science and engineering
from Cornell University.

Also, the Board has organized the following committees:

     -- Audit Committee, chaired by Stephen P. Adik, with
        Corbin A. McNeill, Jr. and Jon S. Fossel as committee
        members;

     -- Human Resources Committee, chaired by Philip L. Maslowe,
        with Mr. McNeill and Julia L. Johnson as committee
        members; and

     -- Governance Committee, chaired by Mr. Fossel, and with Ms.
        Johnson and Dr. Draper as committee members.

For more information on NorthWestern's Board of Directors, please
visit the Corporate Governance section of
http://www.northwesternenergy.com/

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 took effect on
Nov. 1, 2004.


ORDERPRO LOGISTICS: Major Shareholder Alleges Management Fraud
--------------------------------------------------------------
A major shareholder of OrderPro Logistics, Inc. (OTC Bulletin
Board: OPLO) has filed a lawsuit and motion for preliminary
injunction in the District Court of the State of Nevada in and for
the County of Douglas (Case No. 04-CV-0287) seeking to force the
company to comply with its legal duty to hold an annual meeting to
elect directors and appoint new management. State law requires
annual meetings to elect corporate directors. The shareholders did
not elect current management, and management has refused to
acknowledge the rights of shareholders to hold an annual meeting
as required by law.

The following represent grievances alleged in the proposed
injunction and affidavit filed in Nevada:

Failure to Maintain Share Value:
   
   Shareholder confidence and OPLO's market price are at an all-
   time low. The company has lost 90% of its value, and the share
   price has fallen from around $0.20 at the time Smuda took over
   management earlier this year to around $0.02 currently.

Fraud:

   OPLO's current CEO, Jeffrey Smuda, filed for relief under
   Chapter 7 of the Federal Bankruptcy Code in June of this year.
   In this filing, he did not disclose among his assets any shares
   of OPLO, although he owned at least 6 million shares at the
   time. Upon revelation of this fact by shareholders, Smuda
   subsequently amended his declarations, but declared the value
   of the shares to be "0." This was in spite of the fact that the
   shares traded on the open market at around $0.02, giving them a
   value of at least $120,000.

Misrepresentation:

   Smuda hired a felon convicted of forgery, one Suzanne Wojner,
   to assume a top management position without disclosing the
   criminal background of this person. Smuda has an ongoing
   romantic relationship with this person.

Mismanagement:

   Smuda has committed waste against the corporation by allowing
   its assets and opportunities to dissipate. Smuda and the
   current board of directors failed to provide ongoing management
   and financial support to JBP Express, their primary subsidiary
   based in Indianapolis, Indiana. According to numerous press
   release information issued by management, JBP Express was
   expected to contribute 3-4 million in revenues during 2004. As
   a result of Smuda's failure to recognize the importance of the
   JBP Express operation and to provide it funding, it is no
   longer in operation. Smuda and the current board of directors
   have caused to be paid approximately $500,000.00 for accounting
   and legal fees during 2004. Those payments are far in excess of
   amounts normally charged for these services.

   OPLO has lost a significant business opportunity in Europe due
   to management's failure to act promptly.

   OPLO's website is currently not operational. Customers and
   shareholders are deprived of information concerning the
   activities of the company.

Sexual Harassment:

   Smuda has engaged in acts that may constitute sexual harassment
   against former employees of OPLO, and the company may incur
   additional costs in resolving them.

Board of Directors:

   Patricia L. Green and Joel K. Windorski as directors have been
   fully aware of and complicit in specific egregious events and
   the obvious mismanagement of OrderPro Logistics, Inc., and have
   failed to carry out their fiduciary responsibilities as OPLO
   employees and board members exhibiting total disregard for the
   company and the shareholders. The failure of Patricia L. Green
   and Joel K. Windorski is actionable by shareholders, the State
   of Nevada and certain State and Federal regulatory bodies.

The company has not answered the complaint in this action, and a
motion for entry of default judgment will be set for Tuesday,
Nov. 9, 2004, at 1:30 P.M. in Minden, Nevada. The court will hear
the motion for preliminary injunction, which when granted, and
will force management to convene a meeting of shareholders, at
which time the shareholders may select a new board of directors.

                        About the Company

OrderPro Logistics, Inc. is a customer-oriented provider of
innovative and cost-effective logistics solutions. With expertise
in multi-modal transportation management, OrderPro provides
complete supply chain management, including transportation
services, freight brokerage, on-site logistics management,
packaging assessment, process improvement consulting, claims
management, private fleet management and procurement management.

                          *     *     *

As reported in the Troubled Company Reporter on August 24, 2004,
OrderPro Logistics, Inc.'s consolidated financial statements have
been prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities and
commitments in the normal course of business. As reflected in the
Company's condensed consolidated financial statements, the Company
has a net loss of $6,313,458, a negative cash flow from operations
of $714,627 and a working capital deficiency of $1,019,391. These
factors raise substantial doubt about its ability to continue as a
going concern.


OWENS CORNING: Has Until Dec. 31 to Solicit Votes for Plan
----------------------------------------------------------
Judge Fitzgerald gave Owens Corning and its debtor-affiliates
until December 31, 2004 the exclusive right to solicit acceptances
for their Fourth Amended Plan of Reorganization.

As reported in the Troubled Company Reporter on June 30, 2004, the
Debtors asked the Court to further extend their Exclusive
Solicitation Period through and including December 31, 2004, to
permit adequate time to complete the necessary procedures to gain
approval by the U.S. District Court for the District of Delaware
of their amended Disclosure Statement and solicit acceptances of
the Amended Plan.

The Delaware Bankruptcy Court already conditionally approved the
Debtors' Disclosure Statement.  But since the Debtors' bankruptcy
involves asbestos claims and litigation, the Delaware District
Court also needs to put its stamp of approval for the Debtors to
be fully authorized to use the Disclosure Statement to solicit
votes for their Chapter 11 Plan.

Norman L. Pernick, Esq., at Saul Ewing, LLP, in Wilmington,
Delaware, explained that the developments in the Debtors' Chapter
11 cases, beyond the control of the Debtors or the other Plan
Proponents but largely within the control of the Bank Debt Holders
and the Official Committee of Unsecured Creditors, impacted the
timing of the Bankruptcy Court's final approval of the Disclosure
Statement and the voting procedures that will govern the
solicitation of acceptances or rejections of the Plan. These
developments include the Petition for Writ of Mandamus filed in
the U.S. Court of Appeals for the Third Circuit, seeking the
recusal of Judge Wolin.

In light of the stay imposed by the Third Circuit and the District
Court, and despite the conditional approval of the Disclosure
Statement by the Bankruptcy Court, the District Court has been
prohibited from taking any actions in the Debtors' asbestos cases
to move them towards confirmation for the last six months. The
Third Circuit later recused Judge Wolin and appointed Judge John
Fullam of the U.S. District Court for the Eastern District of
Pennsylvania to handle the Debtors' cases.

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


PACIFIC ENERGY: Impending Sale Prompts S&P to Watch 'BB+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating on Pacific Energy Partners L.P. on CreditWatch with
negative implications following the announcement of the impending
sale of its general partner by The Anschutz Corp.

About $330 million of debt is outstanding at the Long Beach,
California-based master limited partnership.

"The sale of crude oil transporter Pacific Energy's general
partner to Lehman Brothers Merchant Banking Group raises numerous
governance, strategic, and financial issues that could affect the
company's credit profile," said Standard & Poor's credit analyst
Todd Shipman.  "The CreditWatch listing will be resolved after a
thorough review of the effect of the transaction on Pacific
Energy."

Lehman will also acquire another approximate 35% stake in Pacific
Energy, through subordinated equity units now held by Anschutz.

Chief among Standard & Poor's concerns is the possibility that a
new general partner will redirect corporate strategy to emphasize
expansion opportunities and diversify into commodities other than
the core crude oil activities.  While such growth and
diversification could lead to improved credit quality, the
execution of possible new strategic plans could raise Pacific
Energy's business and financial risk.

As an MLP's general partner can exercise significant influence
over the business activities of the partnership, the ratings
assessment will include consideration of the creditworthiness of
the owner of the general partner, and its commitment to credit
quality.

Any additional debt introduced into the composite partnership
structure as a result of the purchase will also be important in
Standard & Poor's analysis of the deal.


PACIFIC GAS: Dynegy Power Sets Record Straight on $1 Mil. Claim
---------------------------------------------------------------
On July 9, 2004, Dynegy Power Marketing, Inc., filed an
administrative expense claim against PG&E, in which, Dynegy Power
asked for a $1,000,000 enhancement fee for its substantial
contributions in PG&E's reorganization efforts.  The Fee
Enhancement Claim has been the subject of much interpretation by
Pacific Gas & Electric Company, the Office of the United States
Trustee, and the Official Committee of Unsecured Creditors.

According to Philip S. Warden, Esq., at Pillsbury Winthrop, LLP,
in San Francisco, California, it appears that in their haste to
object to the Fee Enhancement Claim, PG&E, the U.S. Trustee, and
the Creditors Committee misunderstood why Dynegy Power believes
it is entitled to a fee enhancement for its substantial
contribution to PG&E's Chapter 11 case.  Most of the arguments
asserted by the Objectors are in response to alleged factual
assertions and claims, which Dynegy Power does not assert or does
not dispute.

Contrary to the apparent misconceptions of the Objectors, Dynegy
Power does not believe that it alone carried PG&E on its back
through the gates of confirmation.  "That assertion in a case of
this size and complexity would be absurd," Mr. Warden said.
Dynegy Power readily acknowledges that numerous parties played an
important role in PG&E's unique and unprecedented reorganization.
The fact that Dynegy Power chose to file an administrative claim
seeking payment for its substantial contribution and
reimbursement of its legal fees paid to Pillsbury Winthrop, LLP,
while others, for whatever reason, chose not to do so, has no
bearing on whether Dynegy Power's contribution was substantial or
warrants payment under Section 503 of the Bankruptcy Code.
Neither the statute nor case law require a court to limit
reimbursement under Section 503(b) to only one creditor.  In
other words, it is not a contest where only one award can be made
among those who claim a "substantial contribution."

With respect to the U.S. Trustee's citation of the Ninth Circuit
decision in In re Cellular 101, Inc., 377 F. 3d 1092 (9th Cir.
2004), Mr. Warden clarifies that the Ninth Circuit, in Cellular
101, did not find that the claimant's actions -- drafting a
successful reorganization plan and waiving its $58,730
prepetition claim -- constituted the minimum standard that a
party must show to satisfy the substantial contribution test of
Section 503(b)(3).  Instead, the court's ruling suggests that the
efforts expended by the applicant so far exceed the minimum
requirement that the court did not need to determine whether the
applicant, if acting in its own interest in proposing a
reorganization plan, precluded reimbursement for its substantial
contribution.  Moreover, the legislative history of Section 503
cited by the Cellular 101 Court provides that "the phrase
'substantial contribution' . . . does not require a contribution
that leads to confirmation of a plan, for in many cases, it will
be a substantial contribution if the person involved uncovers
facts that would lead to a denial of a confirmation."  Mr. Mistry
points out, Dynegy Power's actions clearly serve to "foster and
"enhance" the progress of reorganization.

To recall specific significant events, Mr. Warden notes that in
February 2003, the confirmation hearing appeared to bog down due
to the excessive wrangling by the parties over PG&E's attempt to
disaggregate its business operations.  The Creditors Committee
suggested the installation of a Chapter 11 trustee to break the
"log jam".  Dynegy Power argued vehemently with the Creditors
Committee that any attempt to install a Chapter 11 trustee would
be disastrous and would only create vitriolic opposition and
additional hurdles in the case and delay confirmation even
further.

Ultimately, Dynegy Power was able to derail the Creditors
Committee's proposal to seek the Chapter 11 trustee appointment
and as a result, Dynegy Power's idea for mandatory settlement
conference was generally bought into, and approved and presented
to the Court by the Creditors Committee.  In March 2004, the
Court ordered the California Public Utilities Commission and PG&E
to participate in a mandatory settlement conference before Judge
Newsome.  While Dynegy Power was not part of the Settlement
Conference, Dynegy Power's actions in conceiving of a concept and
lobbying the Creditors Committee to press the interested parties
and the Court to require the plan proponents to engage in that
effort, substantially contributed by accelerating PG&E's
reorganization.

In contrast to the Objectors' assertions, Dynegy Power, like the
successful applicant in Cellular 101, agreed to waive its
prepetition claim against PG&E -- a $300,000,000 claim.  In that
regard, Mr. Warden explains that the Fee Enhancement Claim
provided that, "[the] settlement clearly paves the way for
similarly situated class 6 claimants and the Debtor to resolve
their respective claims and counter-claims against one another.
Such consensual resolutions will save the Debtor, and ultimately
the ratepayers, hundreds of millions of dollars."

Furthermore, Dynegy Power worked with other Class 6 counsel,
including that of Reliant, the California Power Exchange, and
Williams Co., to form an unofficial committee of sorts to resolve
issues that affected all Class 6 members.  Due to the size of the
Class 6 claims and the severity of the treatment that PG&E sought
to impose on the class, the consensual resolution reached with
PG&E prevented the Class 6 issues from potentially endangering a
successful confirmation.

For example, the establishment of a $1,600,000,000 claims reserve
for Class 6 creditors was a particularly contentious issue that
required several Class 6 members to play key roles in
negotiating, and ultimately drafting, a stipulation and escrow
instructions agreeable to all of the interested parties.  The
Creditors Committee as a whole was not involved in the issue, nor
was its counsel.  Instead, several of the Class 6 creditors,
including Dynegy Power, took the collective responsibility of
reaching a consensual resolution with PG&E's ratepayers, hundreds
of thousands, if not millions, of dollars and innumerable
skirmishes.

Moreover, Mr. Warden argues that Dynegy Power's contribution is
not adequately measured by time listed on an attorney's time
sheet, nor is an accounting required by the Bankruptcy Code or
case law.  Dynegy Power is not required to demonstrate that its
request for professional fees are "actual" and "necessary," only
that those fees requested for legal services are "reasonable".

It is clear that Dynegy Power has provided the estate with a
demonstrable benefit for which it should be compensated.  Indeed,
all creditors have benefited from Dynegy Power's proactive
participation with respect to the proposal of a mandatory
settlement conference and its work with Class 6 creditors and
PG&E on an acceptable claims reserve.

As the Court noted on the record at the August 13, 2004, status
conference, "an assassin is paid by the bullet, not the time
spent tracking its target."  To that, Mr. Warden adds, "Dynegy
[Power]'s idea was the bullet that hit its intended target and
Dynegy [Power] seeks to be paid accordingly."

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly owned  
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on April 6,
2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes,
Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and $22,152,000,000 in
debts.  Pacific Gas and Electric emerged from chapter 11
protection on April 12, 2004, paying all creditors 100 cents-on-
the-dollar plus post-petition interest.  (Pacific Gas Bankruptcy
News, Issue No. 85; Bankruptcy Creditors' Service, Inc.,
215/945-7000)   


PARMALAT: Citigroup Files Detailed Response to Claims Rejection
---------------------------------------------------------------
Citigroup (NYSE:C) has filed with the Court of Parma's Bankruptcy
Division a detailed response refuting the basis for the Parmalat
Extraordinary Commissioner's proposed rejection of Citigroup
claims. Citigroup released a summary of its response, believing
that the well-publicized but factually baseless allegations that
accompanied the Extraordinary Administrator's rejection of its
claims and those of the securitisation companies Eureka and
Archimede compelled Citigroup to demonstrate that the
Extraordinary Commissioner's view of Citigroup's complicity in the
Parmalat fraud is unfounded and completely false.

Citigroup's filing shows that the Extraordinary Commissioner has
presented no credible evidence that substantiates his allegations
of wrongdoing -- nor could he. The accounting investigation
conducted by Ms. Stefania Chiaruttini, on which the Extraordinary
Commissioner's allegations appear to be based, is flawed and
misleading.

William J. Mills, CEO of Citigroup's Global Corporate and
Investment Banking Group for Europe, Middle East and Africa,
commented: "We are pleased to present the facts in response to the
baseless allegations against us and to reiterate that Citigroup
did nothing wrong and is itself a major victim of the Parmalat
fraud. Citigroup will defend itself vigorously against unwarranted
attacks, and will pursue all opportunities for fair redress of its
losses."

The Parmalat Extraordinary Commissioner's decision to reject
Citigroup's claims is expressly based on allegations made in a
lawsuit he filed last July in the U.S. state of New Jersey. That
suit alleges without any legitimate factual support that Citigroup
knew about Parmalat's conduct and precarious financial position
and helped Parmalat conceal the truth from the investing public.
The basis for this allegation as set forth in the lawsuit makes
plain that the Extraordinary Commissioner has relied on a
collection of fundamental misrepresentations, misunderstandings
and factual errors, as highlighted in the attached summary
submitted as part of Saturday's filing with the Court of Parma.

                 Archimede/Eureka Securitisation

The allegation that Citigroup was aware of a fraudulent
manipulation of Parmalat's invoicing structure and therefore
complicit in Parmalat's fraud is nonsense. There is no credible
evidence and, not surprisingly, none is offered by the
Extraordinary Commissioner to show that Citigroup knew Parmalat
was using and manipulating this invoicing structure to double-
count sales and generate additional financing from various
financial institutions. Furthermore, at no stage were the
receivables purchased from Parmalat by Archimede sold on to
investors. In fact it is Citigroup --not investors in Eureka--
that has sustained these losses from fraudulent invoicing at
Parmalat.

                    Buconero/Geslat transaction
    
The Buconero/Geslat transaction was not, as is maintained, a
disguised loan. To the contrary, the transaction was disclosed in
Geslat's accounts and the structure was fully compliant with the
requirements of Italian law. Similar structures have been used by
other leading Italian companies to obtain low cost financing.

                         Parmalat Canada
  
Citigroup took a shareholding in Parmalat Canada with a right to
sell its shares to Parmalat at pre-determined prices. The
allegation that this was a disguised loan is flat wrong. Nothing
about this transaction was disguised -- both Citigroup and
Parmalat disclosed that Citigroup could sell its shares under
certain conditions.

                          Zini accounts

Finally, the Extraordinary Commissioner's allegation that
Citigroup should have known that accounts opened by Mr Gian Paolo
Zini (Parmalat's counsel) were used for irregular transactions is
pure makeweight. Mr. Zini was a reputable lawyer at the time and
there was nothing about the operation of his accounts that
suggested he was using them for unlawful purposes.

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.


PRIMUS TELECOM: Sept. 30 Balance Sheet Upside-Down by $112.9 Mil.
-----------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated (Nasdaq:PRTL), an
integrated communications services provider, reported its results
for the quarter ended September 30, 2004.

Key Quarterly Performance Highlights:

   -- $334 Million Net Revenue, Up 1% Sequentially
   -- $6 Million Income from Operations
   -- $29 Million Adjusted EBITDA
   -- $18 Million Cash Provided by Operating Activities
   -- $9 Million Free Cash Flow
   -- $21 Million in Debt Reduction

PRIMUS reported third quarter 2004 net revenue of $334 million, up
2% from $328 million in the third quarter of 2003, and up 1%
sequentially from $332 million in the second quarter 2004. The
Company reported net income for the quarter of $16 million
(including $10 million in net gains from foreign currency
transactions and a $3 million gain on early extinguishment of
debt) compared to net income of $6 million (including a $1 million
loss on early extinguishment of debt) in the third quarter 2003.
As a result, the Company reported basic and diluted income per
common share of $0.18 and $0.16, respectively, for the third
quarter 2004, compared to basic and diluted income per common
share of $0.09 and $0.06, respectively, in the year-ago quarter.

As expected, the Company's operating results in the third quarter
2004 reflect the continuing negative impact of increased
competition from pricing and product bundling affecting core
services in virtually all of its markets. The results also reflect
the anticipated increase in expenditures to support PRIMUS's
vigorous competitive response through the rapid deployment and
introduction of an array of new cellular, broadband and local
service initiatives. "The competitive challenges to our core long
distance voice and dial-up Internet businesses remained intense
throughout the quarter, and we are expecting that pressure to
persist," said K. Paul Singh, Chairman and Chief Executive Officer
of PRIMUS. "However, we have taken assertive action designed to
protect current revenue levels in the short term, and provide a
foundation for renewed revenue growth in the longer term. In that
regard, we are encouraged by our success in stabilizing revenue in
the current period. We set an aggressive target at the beginning
of the quarter, and we were able to achieve it. We are targeting
similar revenue success in the fourth quarter."

Although PRIMUS's new initiatives are still in the early stages of
active deployment, these indications to date are encouraging:

   -- in Canada, a new local offering launched in June, has
      already generated over 10,000 lines in service, with over
      90% also adding the bundled long distance offering resulting
      in ARPU's (Average Revenue Per User) significantly more than
      that of stand-alone long distance customers;

   -- in Australia, an innovative "Primus One" unlimited local
      offering bundled with long distance and either broadband or
      dial-up services has attracted over 35,000 customers to date
      at an ARPU significantly greater than that of stand-alone
      long distance customers;

   -- on the broadband front, in Australia, the Company now has
      over 30,000 DSL customers, representing approximately 3% of
      a rapidly expanding market;

   -- retail VOIP services, led by the well-recognized Lingo
      brand, have grown to over 25,000 customers, and within the
      last few weeks Lingo announced innovative unlimited VOIP
      calling plans to Asia and a distribution agreement with D-
      Link(R), a leading equipment manufacturer; and

   -- by the end of the current quarter, Primus expects to have
      launched cellular services in virtually all of the major
      countries it serves. These services will be primarily
      targeted at customers who wish to make international calls
      using their mobile phones.

"In sum, by year-end 2004, PRIMUS expects to have accomplished one
of its critical near term objectives--the development and launch
of new products to accelerate its transformation from a long
distance voice and dial-up ISP carrier into an integrated
wireline, cellular and broadband services provider. These are the
products that we will rely on to ensure our future growth and
profitability. Our current challenge is to grow revenue from them
at a rate which more than compensates for the current erosion of
revenue and margin from our core long distance and dial-up ISP
businesses," Singh stated. "Achieving that goal, particularly in
the short term, will require us to continue to make incremental
investments in marketing and advertising to protect our current
revenue levels, while we ramp up our array of new product
initiatives as rapidly as possible."

               Third Quarter 2004 Financial Results

Net revenue for the third quarter 2004 was $334 million, up 2%
from $328 million in the third quarter 2003, and up 1%
sequentially from $332 million in the prior quarter. "The
sequential quarterly revenue increase was primarily a result of
stronger foreign currencies," stated Neil L. Hazard, Chief
Operating Officer and Chief Financial Officer. "On a constant
currency basis, net revenue was stable in the third quarter 2004,
relative to the second quarter 2004."

Net revenue from data/Internet and VOIP services was up 27% from
the year-ago quarter to a record high of $63 million (a new high
of 19% of total net revenue), and up 3% sequentially from the
second quarter of 2004. Net revenues from cellular handsets and
services was $6 million in the third quarter 2004, representing 2%
of total net revenues and up sequentially from $5 million in the
second quarter 2004. On a geographic basis, net revenue remained
balanced with 36% coming from North America, 34% from Europe and
30% from Asia-Pacific. The mix of net revenue by customer type
remained consistent from the second quarter at 81% retail (56%
residential and 25% business) and 19% carrier.

Selling, general and administrative (SG&A) expenses for the
quarter were $100 million (30.0% of net revenue), as compared to
$87 million (26.6% of net revenue) for the third quarter of 2003
and $95 million (28.8% of net revenue) in the prior quarter. The
sequential and year-over-year increase in SG&A expenses are due
primarily to the previously announced incremental spending on the
Company's new product initiatives, increased marketing
expenditures associated with defense of the Company's core
businesses and increased spending for Sarbanes-Oxley ("SOX")
readiness efforts.

Income from operations was $6 million in the third quarter of
2004, versus $24 million in the year-ago quarter, and $12 million
(including a $2 million loss on sale of fixed assets) in the prior
quarter. The decline year-over-year and sequentially is the result
of higher cost of sales as a percentage of net revenue due to
shifts in product mix and price competition and to higher SG&A
expenses.

Adjusted EBITDA, as calculated in the attached schedules, was $29
million for the third quarter of 2004, a decline of $16 million
from the third quarter of 2003 and a decline of $8 million
sequentially. The $8 million sequential decline in Adjusted EBITDA
reflects $4 million of increased SG&A spending to support the
Company's new initiatives, $3 million as the result of higher cost
of sales as a percentage of net revenue due to continued pricing
pressure and a shift in product mix, and $1 million of higher
professional fees primarily for SOX efforts. "In the fourth
quarter 2004, depending upon the level of incremental advertising
spending on the new products and the effectiveness of the
campaigns, our Adjusted EBITDA goal is in the range of $25 million
to $30 million," stated Mr. Hazard.

Interest expense for the third quarter 2004 was $11 million, down
from $12 million in the prior quarter as a result of the reduction
of the Company's outstanding debt.

Interest and other income for the quarter was $10 million which
includes a non-cash item of $9 million related to a previously
accrued tax obligation which was reversed as a result of a
favorable ruling by a taxing authority.

Net income for the quarter was $16 million (including $10 million
in net gains from foreign currency transactions and a $3 million
gain on early extinguishment of debt) compared to net income of $6
million (including a $1 million loss on early extinguishment of
debt) in the third quarter of 2003, and a net loss of ($15)
million (including $15 million in losses from foreign currency
transactions and a $2 million loss on sale of fixed assets) in the
prior quarter.

Adjusted Net Income, as calculated in the attached schedules, for
the third quarter 2004 was $4 million, as compared to $7 million
for the third quarter 2003, and $1 million in the prior quarter.

Basic and diluted income per common share were $0.18 and $0.16,
respectively, for the third quarter 2004, compared to basic and
diluted income per common share of $0.09 and $0.06 for the third
quarter of 2003, and basic and diluted loss per common share of
($0.17) in the second quarter of 2004. Basic and diluted weighted
average common shares outstanding for the third quarter 2004 were
90 million and 106 million, respectively.

Adjusted Diluted Income Per Common Share, as calculated in the
attached schedules, was $0.04 for the third quarter 2004, compared
to Adjusted Diluted Income Per Common Share of $0.07 in the year-
ago quarter, and Adjusted Diluted Income Per Common Share of $0.01
for the second quarter of 2004.

                Liquidity and Capital Resources

PRIMUS ended the third quarter of 2004 with a cash balance of $69
million, including $17 million of restricted funds. During the
quarter the Company generated $18 million in cash from operating
activities. Capital expenditures for the quarter were $9 million
and free cash flow, as calculated in the attached schedules, was
$9 million.

During the third quarter of 2004 the Company repurchased $8
million principal amount of its 12.75% senior notes and $4 million
principal amount of its 5.75% convertible subordinated debentures.
Additionally, the Company settled a $6 million debt obligation for
a $5 million cash payment. In April, the Company's Canadian
subsidiary established a $42 million Canadian dollar term loan
facility with an interest rate of 7.75%, which is currently not
drawn upon. In October 2004 the maturity of this facility was
extended for one year to April 2007.

PRIMUS's long-term debt obligations as of September 30, 2004 were
$561 million, a reduction of $21 million from the prior quarter.
The Company and/or its subsidiaries will evaluate and determine on
a continuing basis, depending upon market conditions and the
outcome of events described as "forward-looking statements" in
this release and its SEC filings, the most efficient use of the
Company's capital, including investment in the Company's network
and systems, lines of business and new products, potential
acquisitions, purchasing, refinancing, exchanging or retiring
certain of the Company's outstanding debt securities in privately
negotiated transactions, open market transactions or by other
direct or indirect means to the extent permitted by its existing
covenants.

The management of PRIMUS Telecommunications Group, Incorporated
will conduct a conference call and Web cast to discuss third
quarter 2004 results today, November 1, 2004, at 5:00 PM Eastern.
Participants should dial 866-814-1913 (domestic) or 703-639-1357
(international) for telephone access or go to www.primustel.com
for Web cast access about ten minutes prior to the start-time.
Replay information will be available following the conclusion of
the live broadcasts on the Company's Web site.

Primus Telecommunications Group, Incorporated (Nasdaq:PRTL) an
integrated communications services provider offering bundled
voice, data, Internet, DSL, VOIP, wireless, Web hosting, enhanced
VPN applications and other value added services. PRIMUS operates
an extensive global backbone network of owned and leased
transmission facilities, including VOIP connections to over 150
countries and over 550 points-of-presence (POPs) throughout the
world, ownership interests in 23 undersea fiber optic cable
systems, 18 international gateway and domestic switches, and a
variety of operating relationships that allow it to deliver
traffic worldwide. PRIMUS also has deployed a global broadband
fiber optic ATM+IP network and operates data centers to offer
customers Internet, data, hosting and e-commerce services. Founded
in 1994 and based in McLean, Virginia, PRIMUS serves corporate,
small- and medium-sized businesses, residential and data, ISP and
telecommunications carrier customers primarily located in the
North America, Europe and Asia-Pacific regions of the world. News
and information are available at PRIMUS's Web site at
http://www.primustel.com/

At Sept. 30, 2004, Primus' balance sheet showed a $112,941,000
stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2004,
Standard & Poor's Ratings Services revised its outlook on McLean,
Virginia-based international long-distance carrier Primus
Telecommunications Group Inc. to developing from positive. The
ratings on the company, including the 'B-' corporate credit
rating, were affirmed.

"The outlook revision reflects the expectation that competition in
the international long-distance residential and business
telecommunications markets will accelerate over the next year,"
said Standard & Poor's credit analyst Catherine Cosentino. "In
particular, incumbent telephone carriers are expected to
aggressively vie for customers in the face of increased
competition in their local telephone markets."


RYERSON TULL: Moody's Reviewing Single-B Ratings & May Downgrade
----------------------------------------------------------------
Moody's Investors Service placed its ratings for Ryerson Tull,
Inc. under review for possible downgrade in connection with
Ryerson's planned acquisition of Integris Metals Inc. from Alcoa
and BHP Billiton.  The review anticipates that the acquisition
will increase Ryerson's leverage beyond levels associated with its
current Ba3 senior implied rating.  Ryerson is acquiring Integris
for $660 million, comprising $410 million in cash and the
assumption of approximately $250 million of debt.  Ryerson has
indicated that the initial funding for the acquisition will come
from cash on hand and borrowings under a new secured credit
facility.  Subject to market conditions, a portion of these
borrowings may be refinanced through a debt or equity offering.
The acquisition is expected to close in early 2005.

These ratings were placed under review for possible downgrade:

   * Ba3 senior implied,
   * B1 senior unsecured issuer rating, and
   * B1 for the $100 million of 9.125% senior unsecured notes due
     2006.

Moody's review for possible downgrade will consider:

   (1) developments in the global metals markets, especially
       pricing trends,

   (2) working capital demands in the current environment of
       rising, but perhaps peaking, metal prices,

   (3) pro forma debt levels and interest expense upon the closing
       of the Integris transaction,

   (4) pro forma sources of liquidity,

   (5) potential benefits of the acquisition in terms of cost
       savings, diversification, and overhead cost absorption,

   (6) plans regarding the management and integration of the two
       companies,

   (7) the status and compatibility of the two companies'
       information technology systems, and

   (8) Ryerson's anticipated role as an acquirer and consolidator.

Moody's expects to meet with the company as part of its full-scale
review of the business combination.

Pro forma for the Integris acquisition, Ryerson's debt will be
slightly above $1.1 billion, with the potential to be greater if
working capital investment continues to require additional
borrowings, as has been the case in 2004 at both Ryerson and
Integris.  Based on Moody's analysis, we do not think Ryerson will
be able to issue more than approximately $125 million of
additional equity given its current market capitalization.
Therefore, Moody's anticipates Ryerson's debt more than doubling
from the $441 million it had as of September 30, 2004.  Even at
the much-improved earnings levels realized thus far in 2004, and
after consideration of the $30 million of cost savings Ryerson has
targeted, the company's leverage and its heightened pro forma
interest expense make a one-notch downgrade possible.  Moody's
will conclude its review as quickly as possible, but in any case
upon the closing of the Integris transaction.

Ryerson Tull, headquartered in Chicago, is the largest steel
service, distribution and materials processing company in North
America with a primary focus on carbon flat rolled and stainless
steel.  For the twelve months ended September 30, 2004, it had net
sales of $2.9 billion. In the first nine months of 2004, Ryerson
reported EBITDA of $108 million.

Integris Metals Inc., based in Minneapolis, Minnesota, is the
fourth largest metals service center in North America with leading
market positions in aluminum and stainless steel.  For the twelve
months ended July 2, 2004, it had net sales of $1.7 billion.  In
the first half of 2004, Integris reported EBITDA of $65 million.


SAN JOAQUIN: Moody's Withdraws Ratings After Notes Redemption
-------------------------------------------------------------
Moody's Investors Service had withdrawn the ratings of six classes
of notes issued by San Joaquin CDO I, Limited.  The classes
affected are:

   (1) the U.S. $168 million of Class A Floating Rate Notes Due
       2013;

   (2) the U.S. $19.55 million of Class B-1 Floating Rate Notes
       Due 2013;

   (3) the U.S. $3.25 million of Class B-2 Fixed Rate Notes Due
       2013;

   (4) the U.S. $5.7 million of Class C-1 Floating Rate Notes Due
       2013;

   (5) the U.S. $7 million of Class C-2 Fixed Rate Notes Due 2013
       and

   (6) the U.S.$12.5 million of Class D Fixed Rate Notes Due 2013.

According to Moody's, the ratings had been withdrawn due to the
full redemption of the Notes on October 25, 2004.  The transaction
closed in October 25 of 2001.

Rating Action: Rating Withdrawn

Issuer: SAN JOAQUIN CDO I, LIMITED.

Class Description: U.S. $168 million of Class A Floating Rate
                   Notes Due 2013
Prior Rating:      Aaa
Current Rating:    Withdrawn

Class Description: U.S. $19.55 million of Class B-1 Floating Rate
                   Notes Due 2013
Prior Rating:      A3
Current Rating:    Withdrawn

Class Description: U.S. $3.25 million of Class B-2 Fixed Rate
                   Notes Due 2013
Prior Rating:      A3
Current Rating:    Withdrawn

Class Description: U.S. $5.7 million of Class C-1 Floating Rate
                   Notes Due 2013
Prior Rating:      Baa2
Current Rating:    Withdrawn

Class Description: U.S. $7 million of Class C-2 Fixed Rate Notes
                   Due 2013
Prior Rating:      Baa2
Current Rating:    Withdrawn

Class Description: U.S.$12.5 million of Class D Fixed Rate Notes
                   Due 2013
Prior Rating:      Ba2
Current Rating:    Withdrawn


SCHLOTZSKY'S: Wants Grant Thornton as Auditors & Accountants
------------------------------------------------------------
Schlotzsky's, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Texas, San Antonio
Division, for authority to retain Grant Thornton LLP as their
auditors and accountants.

Grant Thornton will:

     a) audit the Debtors' financial statements for the year
        ending Dec. 31, 2004;

     b) perform a review of the financial statements for the
        three months ending June 30 and September 30, 2004; and

     c) audit the Debtors' 401(k) plan for the year ending Dec.
        31, 2003.

The Firm's professionals will bill for services at their customary
hourly rates:

               Designation        Rate
               -----------        ----
               Partner            $315
               Senior Manager     $245
               Manager            $180
               Senior             $150
               Staff              $125

Louis J. Grabowsky, a partner at Grant Thornton, assures the Court
of the Firm's "disinterestedness" pursuant to Section 327 of the
Bankruptcy Code.

Headquartered in Austin, Texas, Schlotzsky, Inc. --  
http://www.schlotzskys.com/-- is a franchisor and operator of   
restaurants. The Debtors filed for chapter 11 protection on  
August 3, 2004 (Bankr. W.D. Tex. Case No. 04-54504). Amy Michelle
Walters, Esq. and Eric Terry, Esq., at Haynes & Boone, LLP,
represent the Debtors in their restructuring efforts. When the
Debtors filed for protection from its creditors, they listed  
$111,692,000 in total assets and $71,312,000 in total debts.


SEPRACOR INC: Sept. 30 Balance Sheet Upside-Down by $379.6 Million
------------------------------------------------------------------
Sepracor Inc. (Nasdaq: SEPR) reported consolidated financial
results for the third quarter 2004. For the three months ended
September 30, 2004, Sepracor's consolidated revenues were
approximately $80.1 million, of which revenues from pharmaceutical
product sales (XOPENEX(R) brand levalbuterol HCl inhalation
solution) were approximately $60.1 million. The net loss for the
third quarter of 2004 was approximately $130.4 million, or $1.40
per share. Included in the net loss for the three months ended
September 30, 2004 is a charge of approximately $69.8 million, or
approximately $0.75 per share, representing inducement costs
incurred in connection with the conversion of convertible
subordinated notes into shares of Sepracor common stock. These
consolidated results compare with consolidated revenues of $70.8
million, of which revenues from pharmaceutical product sales
(XOPENEX) were approximately $53.1 million, and a net loss of
$38.5 million, or $0.45 per share, for the three months ended
September 30, 2003.

For the nine months ended September 30, 2004, Sepracor's
consolidated revenues were $249.5 million, of which revenues from
pharmaceutical product sales (XOPENEX) were approximately $202.6
million, and the net loss was $261.9 million, or $2.97 per share.
Included in the net loss for the nine months ended September 30,
2004 is a charge of approximately $69.8 million, or approximately
$0.79 per share, representing inducement costs incurred in
connection with the conversion of convertible subordinated notes
into shares of Sepracor common stock. These consolidated results
compare with consolidated revenues of $231.7 million, of which
revenues from pharmaceutical product sales (XOPENEX) were
approximately $186.6 million, and a net loss of $102.0 million, or
$1.21 per share, for the nine months ended September 30, 2003.

As of September 30, 2004, Sepracor had approximately $791.0
million in cash, cash equivalents and short- and long-term
investments.

                        Recent Highlights
    
Between August 30 and September 8, 2004, Sepracor entered into
separately negotiated agreements with certain holders of its 0%
convertible senior subordinated notes due 2008 and 2010, pursuant
to which, such holders agreed to convert approximately $529.2
million aggregate principal amount of the 0% notes due 2024 in
exchange for an aggregate of approximately 17.4 million shares of
Sepracor common stock and, as an inducement for such conversions,
approximately $69.8 million in cash.

Also in September 2004, Sepracor issued $500 million in aggregate
principal amount of 0% convertible senior subordinated notes due
2024, and in connection with this offering, Sepracor repurchased
$99.9 million of its common stock concurrently with the offering.

In connection with its sale of the 0% convertible senior
subordinated notes due 2024, Sepracor granted Morgan Stanley & Co.
Incorporated, the initial purchaser of the notes, an option to
purchase up to an additional $100 million aggregate principal
amount of 0% notes due 2024 on or before October 17, 2004. On
October 15, 2004, Sepracor agreed to extend until November 29,
2004 the date by which the initial purchaser may exercise its
option to purchase such additional notes.

                     Commercial Operations

XOPENEX(R) brand levalbuterol HCl - XOPENEX brand levalbuterol HCl
inhalation solution is marketed through Sepracor's sales force.
XOPENEX is a short-acting bronchodilator indicated for the
treatment or prevention of bronchospasm in patients 6 years of age
and older with reversible obstructive airway disease, such as
asthma. XOPENEX is available for use in a nebulizer at 0.31 mg and
0.63 mg dosage strengths for routine treatment of children 6 to 11
years old, and in 0.63 mg and 1.25 mg dosage strengths for
patients 12 years of age and older.

Asthma is a chronic lung disorder characterized by reversible
airway obstruction and the pathologic finding of airway
inflammation. According to the American Lung Association,
approximately 26 million Americans have been diagnosed with asthma
in their lifetime. It is the most common childhood illness and
affects approximately 8.6 million children in the U.S. under the
age of 18.

ASTELIN(R) brand azelastine HCl - On October 1, 2004, Sepracor
terminated its co-promotion agreement with MedPointe, Inc. for the
co-promotion of ASTELIN (azelastine HCl), a nasal-spray
antihistamine. Such termination was not for cause and was in
accordance with the terms of the agreement. Pursuant to the terms
of the agreement, as of July 1, 2004, Sepracor was only
responsible for providing ASTELIN samples to doctors and, as of
October 1, 2004, both parties had the right to unilaterally
terminate the agreement without cause. In connection with the
termination of the agreement, Sepracor is entitled to receive a
payment from MedPointe of $6,950,000, less any amount earned and
received for sample coverage services provided for MedPointe from
July 1, 2004 through the October 1, 2004 termination of the
agreement.

ALLEGRA(R) brand fexofenadine HCl - Sepracor earns royalties from
Aventis for sales of ALLEGRA, a nonsedating antihistamine, in the
U.S. and other countries where Sepracor holds patents relating to
fexofenadine (including Japan, Europe, Canada and Australia).

CLARINEX(R) brand desloratadine - Sepracor earns royalties from
Schering- Plough Corporation on sales of all formulations of
CLARINEX brand desloratadine in the U.S. and in other countries
where Sepracor holds patents relating to desloratadine. CLARINEX
is indicated for the treatment of allergic rhinitis and chronic
idiopathic urticaria (CIU), also known as hives of unknown cause,
in patients 12 years of age and older.

XYZAL(R)/ XUSAL(TM) brand levocetirizine - Sepracor earns
royalties from UCB on sales of levocetirizine in European
countries where the product is sold. Levocetirizine is marketed as
XUSAL in Germany and is marketed under the brand name XYZAL in
other member states of the European Union. A single isomer of
ZYRTEC(R), levocetirizine is indicated for the treatment of
symptoms of seasonal and perennial allergic rhinitis and CIU, in
adults and children aged 6 years and older.

             Sepracor NDA Programs Under FDA Review

ESTORRA(TM) brand eszopiclone - The Prescription Drug User Fee Act
(PDUFA) date for the resubmitted ESTORRA brand eszopiclone New
Drug Application (NDA) is December 15, 2004. A PDUFA date is the
date by which the U.S. Food and Drug Administration (FDA) is
expected to review and act on an NDA submission. On February 27,
2004, Sepracor received an "approvable" letter from the FDA for
its NDA for ESTORRA for the treatment of insomnia characterized by
difficulty falling asleep and/or difficulty maintaining sleep
during the night and early morning. Contingent upon approval from
the FDA of the ESTORRA NDA, Sepracor would expect the recommended
dosing to achieve sleep onset and maintenance to be 2 mg and 3 mg
for adult patients, 2 mg for elderly patients with sleep
maintenance difficulties, and 1 mg for sleep onset in elderly
patients whose primary complaint is difficulty falling asleep. The
FDA has not requested additional clinical or preclinical trials
for approval.

Sepracor recently completed expansion of its sales force to
approximately 1,250 sales professionals in anticipation of the
launch of ESTORRA.

The ESTORRA NDA contains a total of 24 clinical trials, which
included more than 2,700 adult and elderly subjects, and more than
60 preclinical studies. Sepracor conducted six randomized,
placebo-controlled Phase III studies for the treatment of chronic
or transient insomnia in both adult and elderly patients and
included these studies as part of the NDA package.

An estimated 100 million adult Americans suffer from either
chronic or occasional insomnia.(1) Symptoms of insomnia include
difficulty falling asleep, awakening frequently during the night,
waking up too early, an inability to fall back to sleep, or
awakening feeling unrefreshed.

According to the National Sleep Foundation's (NSF) Sleep in
America Poll 2003, 37 million older Americans suffer from frequent
sleep problems that, if ignored, can complicate the treatment of
several other medical conditions, from arthritis to diabetes,
heart and lung disease and depression. This NSF poll shows that
poor sleep among older adults often goes unnoticed by the medical
community. Although the majority of older adults (67%) report
frequent sleep problems, only about seven million elderly patients
have been diagnosed.

The U.S. market for prescription sleep products, not including
off-label (not indicated for the treatment of insomnia) use of
central nervous system (CNS) agents for the treatment of insomnia,
was approximately $1.8 billion in 2003. The U.S. prescription
sleep agent market grew at a rate of approximately 20 percent from
2002 to 2003, according to IMS Health information.

XOPENEX HFA(TM) MDI - XOPENEX HFA (levalbuterol tartrate HFA)
Inhalation Aerosol, a hydrofluoroalkane (HFA) metered-dose inhaler
(MDI) for the treatment or prevention of bronchospasm in adults,
adolescents and children 4 years of age and older with reversible
obstructive airway disease, such as asthma and chronic obstructive
pulmonary disease (COPD), is currently under FDA review. The PDUFA
date for the NDA for XOPENEX HFA MDI is March 12, 2005.

The MDI development program included approximately 1,870 pediatric
and adult subjects and 54 studies (preclinical and clinical). In
2003, Sepracor completed its Phase III studies of XOPENEX HFA. In
each of the three, large- scale, pivotal Phase III trials that
Sepracor conducted, the XOPENEX HFA MDI was well tolerated and met
the targeted efficacy endpoints in both adults and children with
asthma. In the primary airway function measure, FEV1 (a test of
lung function that measures the amount of air forcefully exhaled
in one second), the XOPENEX HFA MDI produced statistically and
clinically significant improvements relative to placebo (p<0.001).

Approximately 95 percent of the short-acting beta-agonist inhalers
sold in 2003 contained chlorofluorocarbon (CFC) propellants,
according to IMS Health information. Under provisions in the
Montreal Protocol on Substances that Deplete the Ozone Layer, an
international agreement that requires the phase- out of substances
that deplete the ozone layer, MDIs containing CFC propellants
would qualify for removal from the marketplace. In June 2004, the
FDA issued a proposed rule for the removal of the essential use
exemption for albuterol, which currently permits the use of CFC-
containing albuterol inhalers despite environmental concerns.
Removal of this essential use exemption would prevent albuterol
products containing CFC propellants, including MDIs, from being
marketed in the U.S. The XOPENEX MDI uses HFA technology and does
not contain a CFC propellant.

Sepracor expects that the XOPENEX HFA MDI, if approved by the FDA,
will be sold through the company's sales force.

Currently, the U.S. short-acting bronchodilator MDI market
potential at branded prices, assuming parity pricing to branded
PROVENTIL(R) HFA, is approximately $1.6 billion.

            Sepracor's Phase III Development Program
    
Arformoterol - Sepracor has completed more than 100 preclinical
studies and has initiated or completed 16 clinical studies for
arformoterol inhalation solution as a maintenance treatment for
COPD. Sepracor has recently completed two pivotal Phase III
studies of arformoterol. In these studies, patients treated with
arformoterol demonstrated a significant improvement in FEV1
immediately after dosing and a duration of action of up to 24
hours, versus those taking placebo. Sepracor is planning a pre-NDA
meeting with the FDA to discuss submission of the arformoterol
NDA.

Bronchodilators have the potential to improve lung function,
decrease symptoms, help increase mucus clearance and reduce the
number of exacerbations in patients suffering from COPD. The U.S.
market for long-acting bronchodilators was approximately $2.8
billion in 2003, according to IMS Health information.

    Sepracor's Phase II and Additional Clinical Candidates

(S)-Amlodipine - Sepracor is investigating (S)-amlodipine as a
potential treatment for hypertension aelopment and regulatory
approval of ESTORRA and XOPENEX HFA MDI and the company's other
pharmaceuticals under development, and expectations with respect
of co- promotion agreements. Among the factors that could cause
actual results to differ materially from those indicated by such
forward-looking statements are: the results of clinical trials
with respect to products under development; the timing and success
of submission, acceptance, and approval of regulatory filings; the
scope of Sepracor's patents and the patents of others; the
commercial success of Sepracor's products; the ability of the
company to attract and retain qualified personnel; the performance
of Sepracor's licensees and other collaboration partners; the
availability of sufficient funds to continue research and
development efforts; the continued ability of Sepracor to meet its
debt obligations when due; and certain other factors that may
affect future operating results and are detailed in the company's
quarterly report on Form 10-Q for the quarter ended June 30, 2004
filed with the Securities and Exchange Commission.

At Sept. 30, 2004, Sepracor's balance sheet showed a $379,564,000
stockholders' deficit, compared to a $619,211,000 deficit at
Dec. 31, 2003.

                        Purchase Agreement
   
On September 17, 2004, Sepracor Inc. entered into a purchase
agreement, pursuant to which it agreed to sell $500 million in
aggregate principal amount of 0% convertible senior subordinated
notes due 2024 to Morgan Stanley & Co. Incorporated at a discount
of 2.75%. In connection with the offering of the Notes, the
Company also intends to repurchase $99.9 million of its common
stock, $.10 par value per share. The sale of the Notes was
expected to close on September 22, 2004.

Pursuant to the Agreement, Sepracor has also granted to the
Initial Purchaser an option to purchase an additional $100 million
of Notes within 30 days of the date of the Agreement.

In connection with the offering of the Notes, the Company will
enter into a registration rights agreement with the Initial
Purchaser of the Notes on the date the offering closes, which was
expected to be September 22, 2004.

Marlborough, Massachusetts-based Sepracor specializes in the
development and marketing of medications to treat respiratory and
central nervous system disorders.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 21, 2004,
Standard & Poor's Ratings Services assigned a 'CCC+' subordinated
debt rating to $500 million in proposed zero-coupon convertible
senior subordinated notes to be issued by specialty pharmaceutical
company Sepracor, Inc. The amount of the notes, which are due
2024, could be increased by $100 million. The first put date is
Oct. 15, 2009.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on Sepracor.

Although the new notes are senior to the company's existing
subordinated debt issues, future senior debt could be added, and
this effectively subordinates the new issue in the company's debt
structure. Sepracor would use proceeds of the new issue for
general corporate purposes, though up to $100 million would be
used to purchase shares of company common stock.

Sepracor's pro forma debt balance, including this issue and other
recent debt conversion transactions, is projected to be roughly
$1.17 billion.

"The speculative-grade ratings on emerging specialty
pharmaceutical company Sepracor, Inc., reflect its operating
losses, which are due mainly to its significant R&D expenditures
and increasing marketing costs," said Standard & Poor's credit
analyst Arthur Wong. " The ratings also reflect Sepracor's heavy
debt burden."

These negative factors are only modestly offset by the growing
sales of Sepracor's asthma drug Xopenex, the promise of its
insomnia medication Estorra, and the adequate liquidity provided
by on-hand cash.


SHREVEPORT CAPITAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Shreveport Capital Corporation
             5601 Bridge Street, Suite 300
             Fort Worth, Texas 76112

Bankruptcy Case No.: 04-13936

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      HCS I, Inc.                                04-13937
      HWCC-Louisiana, Inc.                       04-13938
      HCS II, Inc.                               04-13939

Type of Business:  The Debtors operate casinos.  

HCS I, Inc., is the managing general partner for Hollywood Casino
Shreveport.  An acquisition agreement signed on Oct. 18, 2004,
contemplates the sale of the reorganized company to Eldorado
Resorts LLC of Reno, Nev., before the end of the year.  Under the
proposed restructuring, holders of the Company's existing secured
notes are to receive $140 million of new first mortgage notes and
interest in a corporation that will hold a $20 million preferred
equity interest and a 25% non-voting equity interest in the
reorganized Company, and cash in an amount to be determined, in
exchange for existing secured notes in the principal face amount
of $189 million plus accrued interest.  Eldorado would acquire a
75% voting equity interest in the reorganized Company.  A full-
text copy of the Investment Agreement underpinning this
restructuring is available at no charge at:

   http://www.sec.gov/Archives/edgar/data/1096352/000110465904031464/a04-11795_1ex2d1.htm

Chapter 11 Petition Date: October 30, 2004

Court: Western District of Louisiana (Shreveport)

Judge: Stephen V. Callaway

Debtor's Counsels: Richard Levin, Esq.
                   Glenn Walter, Esq.
                   Skadden, Arps, Slate, Meagher & Flom LLP
                   300 South Grand Avenue, Suite 3400
                   Los Angeles, California 90071

                       - and -

                   R. Patrick Vance, Esq.
                   Corinne G. Huff, Esq.
                   Jones, Walker, Waechter, Poitvant, Carrere &
                   Denegre, LLP
                   201 Street Charles Avenue
                   New Orleans, Louisiana 70170-5100
                   Tel: (504) 582-8000
                   Fax: (504) 8194

Investment
Banker &
Financial
Advisor:           Libra Securities, LLC

Restructuring
Advisors &
Accountants:       Deloitte & Touche LLP

Auditor &
Tax Advisor:       BDO Seidman, LLP

Estimated Assets: $0 to $50,000

Estimated Debts: More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
U.S. Bank National            Indenture Trustee     $150,000,000
Association                   First Mortgage
c/o Michael B. Fisco          Notes
Faegre & Benson, LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402

AIG Global Investment         Holder of First        $80,526,500
Corporation                   Mortgage Notes
Attn: Tom Reeg
2929 Allen Parkway, A37-01
Houston, Texas 77019

U.S. Bank National            Indenture Trustee      $39,000,000
Association                   Senior Secured
c/o Michael B. Fisco, Esq.    Notes
Faegre & Benson, LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402

Black Diamond Capital         Holder of First        $28,250,000
Management LLC                Mortgage Notes and
c/o Brown Rudnick Berlack     Senior Secured
Israels LLP                   Notes
Jeffrey L. Jones
One Financial Center
Boston, Massachusetts 02111

Trust Company of the West     Holder of First        $24,678,000
Attn: C. Shawn Bookin         Mortgage Notes
111000 Santa Monica Boulevard
Suite 2000
Los Angeles, California 90025

Columbia Management           Holder of First        $14,230,000
Advisors                      Mortgage Notes
Attn: T.J. Gaylord
One Financial Center
12 Floor
Boston, Massachusetts 02111

Eaton Vance Management        Holder of First        $11,000,000
Linda Carer
255 State Street
Boston, Massachusetts 02109

The Northwestern Mutual       Holder of Senior        $9,075,000
Life Insurance Company        Secured Notes
Attn: Elizabeth Lentini
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Nomura Corporate Research &   Holder of First         $9,075,000
Asset Management Inc.         Mortgage Notes
Attn: Steven J. Rosenthal
2 World Financial Center
Building B, 17th Floor
New York, New York 10281

John Hancock Funda            Holder of First         $7,850,000
Attn: Lee Crockett
101 Huntington Avenue
Boston, Massachusetts 02199

Broadmoore/Roy Anderson       Construction            $6,700,000
Corporation                   Litigation
c/o Kingsmill Riess, LLC
Marguerite K. Kingsmill
201 Street, Charles Avenue
Suite 3300
New Orleans, Louisiana 70170

Landmark CDO (Aladdin)        Holder of Senior        $2,000,000
c/o Ad Hoc Committee          Secured Notes
Robert Moore, Esq.
Milbank, Tweed, Hadley &
McCloy
601 South Figueroa Street
Los Angeles, California 90017

Shreveport Paddlewheels, LLC  Marine Services           $450,000
c/o Law Offices of Robert G.  Agreement
Harvey, Sr.
12609 Camel Street, 5th Floor
New Orleans, Louisiana 70119

Greenwich Insurance Company   Construction              $148,000
XL Reinsurance America, Inc.  Litigation

Wilhite Electric Company Inc  Construction              $103,113
                              Litigation

Pendleton Products, LLC       Trade                      $83,438

Richard Meek                  Litigation                 Unknown

Dan Touchstone                Litigation                 Unknown

Mary Galvin                   Litigation                 Unknown

Nelson W. Cameron             Litigation                 Unknown


SOLUTIA INC: Has Until January 10 to File Plan of Reorganization
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the period within which Solutia Inc. and its debtor-
affiliates has the exclusive right to file a reorganization plan
to January 10, 2005.  The Court also gave the Debtors until
March 10, 2005 to solicit acceptances of that plan.

As reported in the Troubled Company Reporter on Sept. 20, 2004,
The Debtors have identified a short list of next steps aimed
ultimately to negotiation and proposal to the Court of a Chapter
11 plan, including:

   (a) continuing to implement and refine their business plan,
       including using the tools of bankruptcy to reduce or
       eliminate operating liabilities and improve cash flows;

   (b) identifying and quantifying their potential liabilities
       embodied in the proofs of claim filed by creditors
       pursuant to the bar date motion, including considering the
       best way to proceed toward an effective and appropriate
       discharge of those liabilities;

   (c) continuing preliminary discussions concerning a framework
       of a Chapter 11 plan with key constituencies;

   (d) evaluating the potential for asset sales; and

   (e) working toward a more firm valuation of their domestic and
       foreign businesses.

The Debtors have been working diligently toward completing these
steps and anticipate significant further work and progress in
these areas.

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)


SOLUTIA INC: Wants to Sell Axio Research Assets for $200,000
------------------------------------------------------------
Axio Research Corporation is one of three operating Debtors, with
a business that is quite distinct from those of Solutia, Inc., and
CPFilms, Inc.  While Solutia and CPFilms are in the business of
manufacturing and sale of goods, Axio's primary business is to
conduct research for corporate, academic and government clients,
on a contract basis, to determine the viability of newly developed
pharmaceuticals.  Axio's business has been a part of the Solutia
Group's pharmaceutical services division, which has primary
operations in Europe.  The European operations are owned by non-
debtor entities.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in New
York, tells the Court that Axio's business is small in the context
of Solutia's Chapter 11 cases, with less than $4,000,000 in yearly
gross revenues and less than $300,000 in scheduled unsecured
prepetition claims.  Axio has 31 employees and owns no real
property and minimal amounts of personal property.  Axio was
acquired by Solutia after Solutia's spin-off from Monsanto Company
and Axio has not indemnified Monsanto or Pharmacia Corporation
with respect to historical liabilities.

Other than the Pharma business, the Solutia Group's business
divisions have been able to handle the impact of operating under
Chapter 11.  Ms. Labovitz discloses that the Debtors -- other than
Axio -- have been operating generally successfully since the
Petition Date, have met targets in their business plan and have
improved liquidity since the Chapter 11 filing.  By contrast,
operating in Chapter 11 has had a strong negative impact on Axio's
ability to generate new business and to be cash flow positive.  
Axio historically has a high rate of winning contracts when it
makes proposals for new business, that rate has fallen
significantly since it filed for Chapter 11.  Even previously
secure recommendation channels for new business appear now to have
been disrupted by the Chapter 11 filing.

Axio learned that many of its customers have a firm policy of
avoiding doing business with debtors operating under Chapter 11.
Because most of Axio's business is based on short-term project
contracts, this policy is preventing Axio from securing new
business that will enable it to be cash flow positive and
profitable.

Furthermore, Axio lost a number of its employees as a result of
their concerns over the Chapter 11 impact on the business.  This
has degraded Axio's ability to provide services to its clients.
Axio is concerned that these difficulties may snowball if
customers lose confidence in its ability to meet its obligations
or if its critical employees seek other opportunities as a result
of the uncertainty surrounding the business.

Axio's financial results have degenerated, and projections of
future results look worse.  To avoid further degeneration of the
business, the Debtors found it is necessary to pursue a sale of
Axio's business.  Projections of Axio's financial condition and
cash flow are sufficiently dire that unless a sale of Axio's
assets can be immediately completed, liquidation and
administrative insolvency are distinct possibilities, if not
probabilities, Ms. Labovitz says.  The Debtors believe that
Axio's business will be worth much more in the hands of a new
owner operating outside Chapter 11 than it will be worth to the
Solutia Group during their Chapter 11 cases.

                         Marketing Process

On July 12, 2004, the Solutia Group disclosed in a Form 8-K filing
with the Securities and Exchange Commission that Solutia Europe
SA/NV retained Rothschild, Inc., and that the Solutia Group was
considering a potential sale of the Pharma business.  As a result,
interested parties have contacted the Solutia Group regarding the
potential purchase of Axio.  Rothschild and the Solutia Group
conducted an extensive search for potential purchasers of Axio on
a stand-alone basis and of the Pharma division in general.

Before deciding to sell Axio as a stand-alone business, the
Solutia Group and its advisors explored the option of including
Axio in the sale of the entire Pharma business.  However, after a
market review it appeared that buyers did not view the small,
U.S.-based Axio business as adding value to the European Pharma
business.  Thus, it appeared that buyers either would not purchase
Axio's assets as part of a larger Pharma acquisition or, if they
were willing to take Axio's assets, they would be unwilling to
provide additional value for those assets.  Furthermore, Solutia
is still considering its options with respect to the Pharma
division and has not yet determined that a sale of its European
non-debtor subsidiaries is the best course of action.  Thus, the
Solutia Group and its advisors decided that it would achieve the
maximum success by selling Axio separately from the European non-
debtor subsidiaries.

Based on their marketing efforts, Rothschild and the Solutia Group
identified eight parties who expressed interest or were
potentially interested in purchasing Axio.  Axio and its advisors
sent an overview of Axio's business and a form of confidentiality
agreement to each of the parties.  Six of the potential buyers
signed confidentiality agreements and received an informational
memorandum.  Four parties elected to proceed to the next marketing
phase, in which each potential purchaser was given access to an
electronic data room for due diligence purposes and received a
draft purchase agreement and a bid proposal request.  One party
indicated that it would not be able to prepare a bid in the
proposed timeframe, but the remaining three parties attended
management presentations and continued to express interest in
pursuing the Sale.  Ultimately, Axio received two bids.  After a
thorough review of the bids, Axio and its advisors have determined
that the bid by Axio Research Acquisition Company, LLC, represents
the highest and best offer for the purchase of Axio's business.

According to Ms. Labovitz, the Purchaser is managed by one of the
former owners of Axio and therefore is familiar with Axio's
business.  The Purchaser has indicated to Axio that it has the
financial resources to undertake the Sale and to operate the
business.

                           Sale Agreement

As a result of good faith arm's-length negotiations, Axio and the
Purchaser entered into a Sale Agreement, subject to Court approval
and the submission of higher and better offers.  The Sale
Agreement provides for the sale of Axio's business for
$200,000, plus:

    (a) 10% of the net yearly profits of the Business;

    (b) the assumption of certain liabilities; and

    (c) the payment of cure costs in connection with certain
        assumed contracts; and

    (d) the assumption and payment of severance payments owed
        pursuant to Axio's severance plan to employees not
        receiving a qualifying employment offer from the Purchaser
        at or before the Closing.

A full-text copy of the Sale Agreement is available for free at:

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

By this motion, Solutia and Axio ask the Court to:

    A. approve and authorize the Sale of substantially all of
       Axio's assets free and clear of all claims and other
       interests, liens, mortgages, pledges, security interests,
       rights of first refusal, obligations and encumbrances of
       any kind whatsoever, to:

       -- Axio Research Acquisition Company, LLC, in accordance
          with the Share and Asset Purchase Agreement dated as of
          October 25, 2004; or

       -- the maker of the ultimate highest and best offer for the
          Acquired Assets as may result from an Auction;

    B. approve the assumption and assignment by Axio to the
       Purchaser or Successful Bidder of certain executory
       contracts and unexpired leases; and

    C. determine that the Sale is exempt from any stamp, transfer,
       recording or similar tax as a sale in anticipation of a
       Chapter 11 reorganization plan.

                         Bidding Procedures

The Sale Agreement contemplates that Axio Research Corporation
may accept a higher and better offer for its assets if one is
received.  Axio proposes to accept a competing offer if it is
received before November 15, 2004, the deadline for filing
objections.  Axio proposes to use a very simple bidding and
auction process.

Axio is willing to provide a potential bidder with access to
additional information to assist in the preparation of its bid,
subject to that potential bidder executing an appropriate
confidentiality agreement.  While there is no minimum overbid
requirement to be considered to be a higher and better offer,
Axio requires that any competing bid be accompanied by a form of
purchase agreement that contains substantially the same terms and
conditions as those set forth in the Sale Agreement and that is
not materially more burdensome than the terms of the Sale
Agreement.  In addition, the bidder must confirm that it has all
necessary corporate or other organizational governance approvals,
that the bid is not conditioned on the outcome of unperformed due
diligence and that the bid is fully financed.  Because time is of
the essence, any conditions placed on the bid will factor into
Axio's determination of whether or not that bid is a qualified
Competing Offer.

If Axio determines that it has received a Competing Offer, Axio
will hold an auction and will be free to sell the Acquired Assets
to the Successful Bidder on the terms of the bidder's purchase
agreement.  The Auction will take place at 10:00 a.m., Eastern
Standard Time, on November 15, 2004, at the offices of Gibson,
Dunn & Crutcher, LLP, 200 Park Avenue, in New York, New York
10166-0193 or at a later time or other place as Axio will notify
all bidders who have made a Competing Offer.

Only the Purchaser and bidders who have submitted Competing
Offers will be eligible to participate at the Auction.  At the
Auction, bidders will be permitted to increase their bids, and
Axio will select the highest and best offer set forth during the
Auction, as determined by Axio in its business judgment.  Axio
believes that the proposed bidding and auction process will ensure
that Axio receives the highest and best offer for the Acquired
Assets.

If Axio does not receive any Competing Offers, Axio will not
conduct an Auction.  If, however, the Auction is held, Axio will
present the results of the Auction and the Alternate Sale
Agreement on November 17, 2004, and will ask the Court to approve
the Sale of the Acquired Assets to the Successful Bidder on the
terms and conditions of the Alternate Sale Agreement.

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


SOUTHWALL TECH: Sept. 26 Balance Sheet Upside-Down by $3 Million
----------------------------------------------------------------
Southwall Technologies Inc. (OTCBB:SWTX) released its financial
results for the third quarter fiscal 2004 following the close of
market on November 1, 2004.

Southwall's third quarter 2004 net income was $2.1 million, a gain
of $0.07 per fully diluted share, compared with net income of
$1.2 million, a gain of $0.04 per fully diluted share, for the
second quarter of 2004 and with a net loss of $22.8 million, or
$1.82 per share, for the same quarter a year ago. During the third
quarter of 2004, Southwall incurred a non-cash charge of $0.5
million associated with the financing completed during the first
quarter.

"Southwall's revenues during the third quarter of 2004 grew
sequentially for the third consecutive quarter and grew on a year
to year basis as well," said Thomas G. Hood, Southwall's president
and chief executive officer. "Three of our four business segments
experienced growth. Our balance sheet is improving as we continue
to generate cash from operations and pay down our debt. We also
held a successful shareholder meeting in October culminating the
refinancing activities we began late last year. With this behind
us, the management team will now increase its focus on improving
operating efficiencies and longer term profitable growth plans."

                        About the Company

Southwall Technologies Inc. designs and produces thin film
coatings that selectively absorb, reflect or transmit light.
Southwall products are used in a number of automotive, electronic
display and architectural glass products to enhance optical and
thermal performance characteristics, improve user comfort and
reduce energy costs. Southwall is an ISO 9001:2000-certified
manufacturer and sells advanced thin film coatings to over 25
countries around the world. Southwall's customers include Audi,
BMW, DaimlerChrysler, Hewlett-Packard, Mitsubishi Electric, Mitsui
Chemicals, Peugeot-Citroen, Philips, Pilkington, Renault, Saint-
Gobain Sekurit, and Volvo.

At Sept. 26, 2004, Southwall Technologies' balance sheet showed a
$3,012,000 stockholders' deficit, compared to $1,721,000 in
positive equity at Dec. 31, 2003.


SPIEGEL INC: Wants to Reject Fleet Capital Equipment Lease
----------------------------------------------------------
Spiegel, Inc. and its debtor-affiliates want to walk away from an
equipment lease with Fleet Capital Leasing-Technology Finance.  

Pursuant to the Lease, the Debtors obtained from Fleet Capital:

   -- 16 Hitachi copiers;

   -- one Hitachi printer each for a term of 60 months
      commencing on January 20, 2001 at a monthly rate for all of
      the equipment totaling $12,481; and

   -- an additional Hitachi printer for a term of 55 months
      commencing on June 25, 2001 at a monthly rate of $1,115.00.

The Fleet Lease provides that, on the expiration of the initial  
term, the Lease will renew for successive one-month terms unless  
and until the Debtors send Fleet Capital a written termination  
notice of at least 60 days prior to the end of any term.  If the  
Debtors elect to terminate, at the expiration of the final term,  
they are required under the Fleet Lease to return the Equipment  
in good working condition.

In light of the recent contraction in the overall size of their  
business enterprises over the past year, the Debtors no longer  
require the use of the Equipment.  The Debtors also do not wish  
to waste their resources by keeping and maintaining the  
Equipment.

Marc B. Hankin, Esq., at Shearman & Sterling, LLP, in New York,  
relates that Fleet Capital filed Claim No. 2527 amounting  
$438,353 for payments allegedly due and owing under the Lease.   
The Debtors have examined their books and records and determined  
that:

   (i) they owe Fleet $7,618 in prepetition amounts;

  (ii) they are current on all postpetition payments under the
       Fleet Lease; and

(iii) the total payments due and owing for the remainder of  
       the term of the Fleet Lease total $334,325.

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)   


TENET HEALTHCARE: Completes Sale of Four L.A. Hospitals to AHMC
---------------------------------------------------------------
Several of Tenet Healthcare Corporation's (NYSE:THC) subsidiaries
have completed the sale of four acute care hospitals in the Los
Angeles area to AHMC, Inc. The hospitals are 210-bed Garfield
Medical Center and 101-bed Monterey Park Hospital in Monterey
Park; 117-bed Greater El Monte Community Hospital in South El
Monte, and 181-bed Whittier Hospital Medical Center in Whittier.

Net after-tax proceeds, including the liquidation of working
capital retained by the company, are estimated to be approximately
$95 million. The company expects to use the proceeds of the sale
for general corporate purposes. Under the sales agreement, the
company received $50 million of cash proceeds upon closing and
entered into a $50 million senior secured loan agreement with the
buyer. The $50 million loan due from the buyer matures on December
16, 2004, and is collateralized by all the properties of the sold
hospitals. The four Los Angeles-area hospitals are among 27
hospitals Tenet announced it was divesting on Jan. 28, 2004. With
today's announcement, Tenet has completed the divestiture of seven
of the 27 facilities and has entered into definitive agreements to
divest an additional 13 hospitals. Discussions and negotiations
with potential buyers for the remaining seven hospitals slated for
divestiture are ongoing.

Separately, a company subsidiary has completed the return of
Suburban Medical Center, a 182-bed acute care hospital in
Paramount, Calif., to its owner. The company had previously
disclosed that it would not renew its lease of the facility, which
expired Oct. 31. In an agreement with the hospital's owner,
Promise Healthcare, Inc. has assumed operation of Suburban as a
community hospital with an added emphasis on provision of extended
acute care services, effective yesterday, Nov. 2.

                        About the Company

Tenet Healthcare Corporation, through its subsidiaries, owns and  
operates acute care hospitals and related health care services.  
Tenet's hospitals aim to provide the best possible care to every  
patient who comes through their doors, with a clear focus on  
quality and service. Tenet can be found on the World Wide Web at  
http://www.tenethealth.com/   

                          *     *     *

As reported in the Troubled Company Reporter on June 21, 2004,  
Standard & Poor's Ratings Services said that the ratings and  
outlook on Tenet Healthcare Corp. (B/Negative/--) will not be  
affected by an increase in the size of the company's new  
senior unsecured note issue due in 2014, to $1 billion from  
$500 million. Tenet used $450 million of the proceeds to repay  
debt due in 2006 and 2007, and the balance will be retained in  
cash reserves. Despite the additional debt and interest costs,  
Standard & Poor's considers the additional liquidity provided by  
the cash, as well as the effective extension of maturities, to be  
offsetting factors. The ratings already consider expectations of  
weak operating performance and cash flow over the next year while  
the negative outlook incorporates the risk of ongoing litigation  
and investigations related to the hospital chain's operations.


TOM'S FOODS: Non-Repayment Causes S&P to Tumble Rating to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on privately owned regional snack food manufacturer and
distributor Tom's Foods Inc. to 'D' from 'CCC', as well as its
senior secured notes rating to 'D' from 'CCC-'.  The rating action
follows the company's disclosure that it will not repay the
$60 million 10.5% senior secured notes and $3.15 million interest
payment due November 1, 2004.  As a result, after Nov. 1, 2004,
the company will be in default under the notes.

Standard & Poor's estimates that Tom's Foods had about
$66.4 million of total debt outstanding at Sept. 11, 2004.

Columbus, Georgia-based Tom's Foods is a regional snack food
manufacturing and distribution company.  Its product categories
include chips, sandwich crackers, baked goods, nuts, and candy.


UAL CORPORATION: Court Approves Novare & ARC Application
--------------------------------------------------------
Within 90 days of the Petition Date, UAL Corporation and its
debtor-affiliates made payments aggregating $75,000 or less to
thousands of transferees that provided goods and services.  The
Debtors have decided to pursue recovery of 90-Day Payments made to
about 2,100 Transferees.  These 90-Day Payments are potential
preferential transfers under Sections 547 and 550 of the
Bankruptcy Code.  The Debtors have until December 8, 2004, to
commence any lawsuits to collect these payments.

There are a large number of Transfers and a short period of time  
to pursue, settle or resolve them, James H.M. Sprayregen, Esq.,  
at Kirkland & Ellis, explains.  As a result, the Debtors would  
like to employ Novare, Inc., of Crystal Lake, Illinois, and  
Account Resolution Corporation of Chesterfield, Missouri, as  
collection consultants.  The duties of the firms will not  
overlap.  The Debtors will divide the Transferee list between  
Novare and ARC.     

In view of the looming statutory deadline, Novare and ARC  
commenced work shortly after executing near-identical Collection  
Service Agreements, on September 20, 2004.  Therefore, the  
Debtors want Novare and ARC to be retained retroactively to  
September 20, 2004.

Novare and ARC will:

   (a) verify the addresses of the Transferees;

   (b) establish and staff a dedicated preferences hotline to  
       answer questions from the Transferees;

   (c) prepare and mail demand letters and make follow-up
       telephone calls to the Transferees;

   (d) maintain files and detailed logs recording all oral and  
       written communications with the Transferees;

   (e) prepare settlement agreements and negotiate and settle  
       Transfer Claims; and

   (f) prepare weekly status reports that detail the status of
       all open and settled Transfers.

Both Novare and ARC have extensive experience providing  
preferential recovery and administration services to firms  
experiencing financial and operating difficulties in Chapter 11  
reorganization.  Novare and ARC were chosen pursuant to a  
competitive bidding process.

Novare and ARC will not bill on an hourly basis.  Both firms have  
agreed to a contingency fee percentage based on the amount  
collected in connection with accounts pursued by each firm.  The  
contingency fee includes all out-of-pocket expenses incurred in  
performance of the collections.

The contingency fee arrangement is confidential.  Mr. Sprayregen  
says these are sensitive pricing issues, which could impact the  
Debtors' ability to negotiate favorable rates from similar  
service providers in the future.

                          *     *     *

Judge Wedoff agrees that the Debtors need extra staff to pursue  
the large number of Transferees and approves the Application.

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)   


UAL CORP: Hires Bridge Associates to Analyze Business Plan
----------------------------------------------------------
The Association of Flight Attendants and the International  
Association of Machinists sought the appointment of a trustee of
the cases of United Airlines, Inc., and its debtor-affiliates.  
The AFA and IAM agree to withdraw their requests if the Debtors
employ Bridge Associates, LLC, of New York City, to analyze their
business plan and prepare a confidential report detailing that
analysis.  As a result, the Debtors ask the Court for permission
to employ Bridge.

Bridge is a nationally recognized business turnaround,  
operational and financial consulting, and restructuring and  
management firm.  Bridge is well qualified to provide the  
services to the Debtors in an efficient manner.

The Debtors seek to retain Bridge for 30 days commencing on the  
latter of:

   (a) November 1, 2004; or

   (b) the date the Court approves the Bridge Application.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,  
Illinois, informs the Court that Bridge will have access to all  
relevant information relevant to the Debtors' business plan.   
Bridge will vet the business plan and test the related underlying  
assumptions.  During the Engagement Period, the IAM's and AFA's  
professionals will have full access to the relevant Bridge  
professionals, subject to confidentiality agreements.  Bridge's  
engagement will automatically terminate once the business plan-
related work is completed.

Bridge will:

   (1) review the Debtors' Business Plan;

   (2) provide an independent evaluation of the Business Plan;
       and

   (3) report on the feasibility of implementation.   

Bridge will prepare a preliminary version of the report by  
November 22, 2004.  The final report will be delivered by  
November 30, 2004.

Bridge's fees during the Engagement Period will approximate  
$500,000.  Bridge will be paid on an hourly basis, plus  
reimbursement of actual, necessary expenses.  The hourly rates  
Bridge charges are:

        Principals and Senior Consultants      $300 - 450
        Senior Associates or Consultants        250 - 300
        Associates or Consultants               200 - 275

The hourly rates for specific professionals are:

                  Anthony Schnelling       $450
                  Frederick Kragel          450
                  Dean Vomero               400
                  Sidney Harris             350
                  John Pidcock              300
                  Alpesh Amin               250

                         AFA's Statement

As reported in the Troubled Company Reporter on Oct. 25, 2004, the
Association of Flight Attendants-CWA achieved its core objective
in filing its motion to appoint a trustee through an agreement
under which United Airlines will hire Bridge Associates LLC, an
independent restructuring firm selected in consultation with AFA,
to analyze United's business plan.

In early September, AFA filed a motion in the bankruptcy court to  
appoint a trustee to oversee United Airlines' development of a  
viable business plan that would allow the company to successfully  
exit bankruptcy. The International Association of Machinists and  
Aerospace Workers had also filed a motion to appoint a trustee.

AFA has continually worked to ensure that the core issue raised in  
its trustee motion -- the direction and future of United -- would  
be addressed. The union is encouraged that an agreement has been  
reached that directly deals with our primary concern. Within the  
next few days the court will be asked to approve the retention of  
Bridge Associates LLC to conduct an independent evaluation of  
United's business plan. As part of this agreement, upon the court  
approving the retention of the restructuring firm, AFA will  
withdraw the trustee motion.

Over a 30-day period, Bridge Associates will examine the business  
plan and provide a confidential written report to United with  
copies to AFA and the IAM.

"United Airlines flight attendants have been a powerful advocate  
for a successful reorganization and we will continue to work  
toward that goal," stated AFA United Master Executive Council  
President Greg Davidowitch. "The magnitude of contributions and  
sacrifices made by our members to the success of United Airlines  
is immeasurable. AFA will utilize this agreement and any other  
available tools to see that flight attendant sacrifices are  
prudently, fairly and meaningfully applied to a plan that returns  
United Airlines to premier status in the aviation industry."  

More than 46,000 flight attendants, including the 21,000 flight  
attendants at United, join together to form AFA, the world's  
largest flight attendant union. AFA is part of the 700,000 member  
strong Communications Workers of America, AFL-CIO. Visit us at  
http://www.unitedafa.org/  

Bridge Associates LLC -- http://www.bridgellc.com/-- is a   
restructuring and turnaround management firm headquartered in New  
York City and with offices in Cleveland, Tampa, Houston, and  
Chicago. Wickes, Inc., and Redback Networks, Inc., hired Bridge  
earlier this year to serve as their Crisis Manager.

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


US AIRWAYS: Wants to Decide on Leases Until Plan Confirmation
-------------------------------------------------------------
Under Section 365(d)(4) of the Bankruptcy Code, US Airways, Inc.,
and its debtor-affiliates have 60 days from the Petition Date, or
until November 11, 2004, to assume or reject non-residential real
property leases.  The Debtors are lessees or sublessors to
approximately 500 unexpired non-residential real property leases.  
The Debtors are evaluating all owned and leased real estate to
determine whether to assume, assume and assign, or reject the
Unexpired Leases.

Given the large number of Unexpired Leases, the Debtors require
more time to make lease decisions.  Without sufficient time to
make a reasoned decision, the Debtors may be compelled to either
assume long-term liabilities or to forfeit the benefits associated
with certain Unexpired Leases.  Any hastiness may be to the
detriment of the Debtors' ability to operate and preserve the
going-concern value of their business for the benefit of creditors
and other parties-in-interest.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
relates that the Debtors have started assessing several Unexpired
Leases to determine the optimum course of action.  However, given
the size of their Chapter 11 cases, the number of Unexpired Leases
and the primary objective of stabilizing the business, the Debtors
need more time to assess the most advantageous fate of each
Unexpired Lease.

The Debtors' decision on the Unexpired Leases depends in large
part on whether the location will play a future role under their
Transformation Plan, namely whether the Debtors will continue
operations at that location.  The Debtors have made great progress
in formulating their Transformation Plan, but specific locations
are still being evaluated.  As a result, it is not possible to
determine which locations will remain a part of the Debtors'
business.  The Debtors are also analyzing certain locations to
determine whether there is value in an assignment.

Accordingly, the Debtors ask the Court to extend the time within
which they may assume, assume and assign, or reject the Unexpired
Leases through the earlier of April 30, 2005, or the date of
confirmation of a plan of reorganization.

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: U.S. Bank Seeks Adequate Protection on Aircraft Deals
-----------------------------------------------------------------
U.S. Bank National Association and U.S. Bank Trust National
Association, act as:

   (1) Trustee of certain Pass Through Trusts;
   (2) Loan Trustee under Indenture and Security Agreements;
   (3) Owner Trustee under Trust Agreements; and
   (4) Liquidating Trustee under Liquidating Trust Agreements.

U.S. Bank asks the U.S. Bankruptcy Court for the Eastern District
of Virginia to condition the use of US Airways, Inc., and its
debtor-affiliates of its collateral upon the provision of adequate
protection pursuant to Sections 361 and 363(e) of the Bankruptcy
Code.

Ira H. Goldman, Esq., at Shipman & Goodwin, in Hartford,
Connecticut, outlines the financial transactions that U.S. Bank
has helped the Debtors arrange:

(A) Publicly Placed Transactions

    The Debtors sold Pass Through Certificates to finance
    aircraft they owned or leased.  The Debtors formed separate
    Pass Through Trusts with U.S. Bank as Pass Through Trustee.
    The Certificate Holders are beneficiaries of the issuing Pass
    Through Trust with a pro rata interest in the property of the
    Trust.

(B) Privately Placed Transactions

    U.S. Bank serves as Loan Trustee and Owner Trustee in several
    privately placed Leveraged Lease and Owned Aircraft
    transactions:

    1. Owned Aircraft Transactions

       The Debtors financed owned Aircraft by issuing Private
       Owned Notes.  The Private Owned Notes were issued under a
       separate indenture and security agreement between the
       Debtors and U.S. Bank, as Loan Trustee, relating to the
       subject Aircraft.

    2. Leveraged Lease Transactions

       In the Leveraged Lease transactions, one or more entities
       formed an Owner Trust to acquire an Aircraft, which in
       turn leased it to the Debtors.  To finance the Aircraft,
       the Owner Participant contributed a portion of the
       purchase price to the Owner Trust.  The remainder of the
       purchase price was financed through the issuance of
       Private Leased Notes.  To secure its obligation to pay
       principal, premium and interest on the Private Leased
       Notes, the Owner Trustee assigned its rights to the lease,
       to receive basic rent, to certain other payments and to
       the subject Aircraft, to U.S. Bank as Loan Trustee.

    3. Single Investor Lease Transactions

       In a Single Investor Lease, one or more entities formed an
       Owner Trust to acquire an Aircraft, which in turn leased
       it to the Debtors.  The Owner Participant is the only
       investor in the Aircraft.  The Owner Trustee issued no
       notes or associated debt to finance the Aircraft.

(C) Liquidating Trusts

    U.S. Bank serves as Liquidating Trustee for 29 Liquidating
    Trusts formed in connection with the restructuring of Pass
    Through transactions in the first US Air bankruptcy.  Each
    Liquidating Trust is a Connecticut Statutory Trust,
    administered by a Liquidating Trust Agreement.  The
    Liquidating Trusts take and hold title to, and ultimately to
    dispose of, those Aircraft involved in the pass through
    transactions that were either:

    -- originally owned by the Debtors and returned during the
       first bankruptcy, or

    -- were subject to leases rejected by the Debtors during the
       first bankruptcy.

Mr. Goldman explains that the underlying Aircraft and engines that
secure the Notes and Private Notes constitute U.S. Bank's
Collateral.  This Collateral is at risk.  The Debtors are
presently using the Collateral in revenue producing service.  This
diminishes its value as each day, hour and cycle of operation
brings the airframes and components closer to their next scheduled
maintenance events.  The value of a commercial jet depends on
where in the maintenance cycle the airframe, landing gears,
Auxiliary Power Units and engines are.  Even if the Debtors are
performing maintenance, the accrual of days, hours and cycles
diminishes the value.  

U.S. Bank assumes an additional risk due to the Debtors' potential
failure to make rent and other payments under the Liquidating
Trusts, the Pass Through Trusts, the Single Investor Leases and
the Leveraged Leases.

Mr. Goldman insists that U.S. Bank is entitled to adequate
protection under Section 363.  A secured creditor and lessor like
U.S. Bank is entitled to adequate protection as compensation for
depreciation, deterioration or diminution in the value of its
collateral.  Adequate protection maintains the status quo between
the Petition Date and before confirmation or rejection of the
Debtors' restructuring plan.

According to Mr. Goldman, to adequately protect U.S. Bank's
interests in the Collateral, the Debtors should:

   (a) comply with the Federal Aviation Act regulations and any
       other laws with respect to the Collateral;

   (b) comply with all provisions of the Owned Security
       Agreements, Leased Security Agreements, Owned Aircraft
       Indentures, Leased Aircraft Indentures, the Liquidating
       Trust Leases, Single Investor Leases and other Operative
       documents concerning the operation, maintenance and use of
       the Collateral;

   (c) continue to carry, maintain and pay for sufficient
       insurance on the Collateral;

   (d) be enjoined from removing or replacing any component
       parts;

   (e) pay postpetition interest on all Financial Transactions;

   (f) pay U.S. Bank's fees and expenses;

   (g) confirm whether the Collateral continues to be used and
       provide evidence that storage and maintenance is
       consistent with industry practices; and

   (h) pay monthly cash maintenance reserves to U.S. Bank for
       the operation of the Collateral from the Petition Date,
       including:

          (i) airframe reserves toward the next scheduled heavy
              structural and system checks;

         (ii) engine reserves on each engine toward their next
              shop visit for heavy maintenance and life limited
              parts replacement based on industry averages;

        (iii) landing gear reserves based on last overhaul; and

         (iv) APU reserve based on the Debtors' typical shop
              visit interval for performance restoration for
              similar APUs in its fleet.

To the extent this provides insufficient protection of U.S. Bank's
interests in the Collateral, U.S. Bank should be granted a "super-
priority" administrative claim pursuant to Section 507(b), which
is higher in priority than all administrative claims.

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. 68;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


USG CORP: Has Until March 1 to Make Lease-Related Decisions
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave USG
Corporation and its debtor-affiliates until March 1, 2005 to elect
to assume, assume and assign, or reject any prepetition unexpired
non-residential real property leases and executory contracts.

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


W.R. GRACE: Wants Until November 15 to File Plan of Reorganization
------------------------------------------------------------------
W.R. Grace & Co., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend the time
within which they must file a Chapter 11 plan through and
including November 15, 2004.

David W. Carickhoff, Jr., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, P.C., in Wilmington, Delaware, tells the Court that
the Debtors currently have a Chapter 11 plan and disclosure
statement drafted and ready to be filed.  Nonetheless, the Debtors
have continued to meet with all of the creditors' committees in an
attempt to arrive at a consensual plan.

In an October 14, 2004, meeting among the Debtors, the Asbestos
Personal Injury Committee, and the Asbestos Property Damage
Committee, sufficient progress was made for the parties to
conclude that additional negotiations could lead to a consensual
Chapter 11 plan.  "The Debtors and the Asbestos Committees feel
that it would hinder the process, if the Debtors' current chapter
11 plan were to be filed and made public at this time," Mr.
Carickhoff informs Judge Fitzgerald.

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,  
especially construction chemicals and building materials, and
container products globally. The Debtors filed for chapter 11
protection on April 2, 2001 (Bankr. Del. Case No: 01-01139).  
James H.M. Sprayregen, Esq., at Kirkland & Ellis and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl et al. represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 73; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WEST PENN: Moody's Upgrades Bond Rating to B1 with Stable Outlook
-----------------------------------------------------------------
Moody's Investors Service upgraded West Penn Allegheny Health
System's bond rating to B1 from B2 and revised the outlook to
stable from negative, affecting $488 million of debt.  The upgrade
reflects:

   (1) a notable improvement in operating performance in 2004;

   (2) an increase in absolute cash levels even after a large
       prepayment of liabilities; and

   (3) the continuation of operating initiatives that should
       sustain some, if not most, of the recent improvement.

West Penn continues to face challenges including:

   (1) sizable capital needs that have been deferred and an
       underfunded pension plan that will require sizable cash
       contributions;

   (2) a modest cash position; and

   (3) a difficult market environment with a large, formidable
       competitor and a dominant payer.

The stable outlook reflects our belief that West Penn will be able
to maintain operating performance and cash levels.

The current rating upgrade follows a rating downgrade in July 2003
to B2 from B1.  Non-investment grade ratings are typically subject
to greater volatility than investment grade ratings because the
magnitude of the challenges faced by the organization generally
result in more variable operating performance and a smaller
cushion to withstand unexpected events.

             Operating Improvement in 2004 Notable

West Penn's operating improvement in 2004 was notable, reflecting
the organization's ability to overcome a number of the challenges
in 2003.  We think the improvement reflects a quick response to
unexpected developments in the third quarter of 2003, benefits
from multiple-year operating strategies, and some favorable shifts
in the market environment.

In fiscal year 2004, West Penn reported essentially breakeven
operations (excluding investment income), compared with a
$57 million loss in 2003.  Operating cashflow almost doubled to
$117 million (9%) in 2004 from $63 million (5%) in 2003.  Peak
debt service coverage is still modest at 2.0 times, but much
improved from 1.2 times in 2003.  Management implemented a number
of initiatives to respond to unexpected shortfalls that impacted
operations in the third quarter of 2003.  Admissions grew over 2%
system-wide, reflecting physician recruitment and difficulties or
service closures at competitors.  West Penn was able to achieve
rate increases from its largest payer, Highmark, after a number of
years of only modest increases.  Improvement in 2004 was also
driven by the realization of benefits from strategies that the
organization has been implementing for several years including
renegotiating managed care contracts, productivity and supply
chain initiatives, a reduction in agency usage and revenue cycle
improvements.

Moody's also believe there have been some subtle changes in the
market environment over the last year, which have slightly eased
operating pressures.  The shift from fee-for-service Medicare to
Medicare managed care, which was resulting in significantly less
reimbursement to West Penn, appears to have slowed as Highmark is
increasing premiums for its Medicare product. With higher
premiums, West Penn's rates from Highmark for enrollees in this
product have improved.  West Penn successfully completed its union
contract negotiations and wage pressure seems to be softening a
bit.  Finally, competition has eased slightly compared with the
last several years as physician practice acquisition and
employment among most of the hospitals in Pittsburgh is finally
slowing down.

          Operating and Competitive Challenges Remain

West Penn faces a number of challenges to achieving similar
performance levels in 2005, although we believe that a large
portion of the improvement attained in 2004 should be sustained.  
UPMC Health System continues to provide formidable competition
with a leading market share in the 6-county area even though
aggressive physician recruitment and generous financial offers
seem to have slowed.  Approximate market share in the 6-county
area for WestPenn is 21% compared with 30% for UPMC, with local
market share varying.  Competition for cardiology is increasing as
new programs are added and West Penn's cases continue to decline
with 1,352 cases in 2004, compared with 1,987 in 2000.

Despite growth in UPMC's health plan, Highmark continues to be the
dominant payer in the Pittsburgh area, accounting for a very high
35% of West Penn's total business and largely driving financial
performance at many area hospitals.  Although West Penn recently
negotiated better rates from Highmark, the contract is a long-term
contract with annual inflators largely tied to CPI, which may be
inadequate to cover the rate of expense growth in light of rising
labor and supply costs.  West Penn, like other health systems,
faces expense increases in pension, supplies and bad debt.  The
system has successfully managed to keep increases in supplies and
bad debt relatively modest through supply chain and revenue cycle
initiatives, but escalation in these areas is likely to continue.  
Finally, providers in Pittsburgh have experienced declines in the
Medicare wage index, which resulted in $5 million less
reimbursement in 2004 for West Penn, and is expected to continue.

  Modest Cash Position Challenged by Pension and Capital Needs

West Penn was able to grow its cash position in 2004 but remains
challenged by capital and pension needs.  As of June 30, 2004, the
system had $204 million in unrestricted cash, representing a
modest 61 days of cash on hand, but an improvement from $193
million at the end of fiscal year 2003.  West Penn grew cash from
operating improvement, $10 million in land sale proceeds and by
reducing capital spending $22 million from the prior year.  With a
sizable increase in cash, West Penn chose to prepay $50 million in
liabilities at the end of 2004, including a $25 million pension
payment.  In the absence of this prepayment, cash would have
increased to 75 days of cash on hand.

Going forward, West Penn will need to fund its under funded
pension plan, make large debt service payments and fund capital
needs at a level to remain competitive.  West Penn's pension plan
will require approximately $9 million in additional funding in
fiscal year 2005, possibly $30 million in fiscal year 2006 and at
least $30 million in 2007.  Capital spending has been below
depreciation and remains low because of liquidity constraints;
however, we believe West Penn will need to make at least a minimal
level of capital investment in order to remain competitive,
further taxing its liquidity position.

                      Key Data and Ratios
     (based on audited financial statements June 30, 2004;
                    returns adjusted to 6%)

Total Hospital Admissions: 82,676
Total Revenues: $1.3 billion
Total Outstanding Debt: $659.6 million
Net Revenues Available for Debt Service: $128.8 million
Days-Cash-on-Hand: 61 days
Operating Cash Flow Margin: 9.1%

The stable outlook reflects Moody's belief that West Penn will be
able to maintain operating performance and cash levels.


WESTPOINT STEVENS: U.S. Trustee Amends Creditors' Comm. Membership
------------------------------------------------------------------
The United States Trustee for Region 2 appoints Carlisle
Investments and Alma and Gabriel Elias to the Official Committee
of Unsecured Creditors of WestPoint Stevens, Inc., effective
October 13, 2004.  Four members of the Committee -- ESL
Investments, GSC Partners, Fidelity Research & Management
Company, and Perry Strategic Capital, Inc. -- have stepped down.

The Committee is now comprised of:

    1. HSBC Bank USA
       452 Fifth Ave., New York, NY 10018
       Attn: Robert Conrad, Vice President
       Phone: (212) 525-1314

    2. KOSA
       Charlotte Park Drive, Charlotte, North Carolina 28217
       Attn: Ernest Pepe, Credit Manager
       Phone: (704) 586-7300

    3. Imex Discovery Resources Inc.
       5311 77 Center Drive, Charlotte, North Carolina 28217
       Attn: Eugene P. Smith, Vice President Operations
       Phone: (704) 527-1785

    4. Alma and Gabriel Elias
       509 Spring Avenue
       Elkins Park, PA 19027
       Phone: (215) 635-0305

    5. Carlisle Investments
       Via Parigi 11
       Rome Italy 00185
       Attn: Marco M. Elser
       Phone: +39 06-4521 1122

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed  
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.  
Department stores, mass retailers, and bed and bath stores are its
main customers. (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.)  It also has nearly 60
outlet stores. Chairman and CEO Holcombe Green controls 8% of
WestPoint Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts.  (WestPoint Bankruptcy
News, Issue No. 31; 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, AZ
            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, AZ
             Contact: 312-578-6900 or http://www.turnaround.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            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, MA
         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, SC
            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, TX
            Contact: http://www.ncbj.org/   

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            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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