TCR_Public/041104.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Thursday, November 4, 2004, Vol. 8, No. 241

                          Headlines

32006 SOUTH COAST HIGHWAY: Voluntary Chapter 11 Case Summary
A.B. DICK: Court Approves $40 Mil. Presstek Bid to Acquire Company
AFFINIA GROUP: S&P Puts 'BB' Rating on Planned $425M Bank Facility
ALLEGHENY ENERGY: Refinances & Pays Down Supply Term Loans
AMERICAN HOMEPATIENT: Sept. 30 Balance Sheet Upside-Down by $29MM

ATA AIRLINES: Wants Court Nod to Assume Clearinghouse & ARC Pacts
ATA HOLDINGS: Gets Nasdaq Delisting Notice Following Bankruptcy
BANC OF AMERICA: Fitch Places Low-B Ratings on Classes B-4 & B-5
BANC OF AMERICA: Fitch Rates Classes 30-B-4 & 30-B-5 at Low-B
BAY COVE: Moody's Affirms Ba2 Rating on $5.4 Million Bonds

BLOUNT INT'L: Sept. 30 Balance Sheet Upside-Down by $282.5 Billion
BMC INDUSTRIES: Committee Hires Larkin Hoffman as Counsel
BOYDS COLLECTION: Moody's Junks $34.4M Senior Subordinated Notes
BRUNSWICK ENTERPRISES: Voluntary Chapter 11 Case Summary
BURLINGTON INDUSTRIES: Gets Court Nod on EPA Settlement Pact

CANWEST MEDIA: S&P Puts B- Rating on Planned $748M Sr. Sub. Notes
CATHOLIC CHURCH: Tucson Honoring Workers' Compensation Claims
COMDISCO HOLDING: Settles M. Henriquez's & G. Howard's Claims
CORONET FOODS: Case Summary & 20 Largest Unsecured Creditors
CPC DEVELOPMENT: Case Summary & 9 Largest Unsecured Creditors

DAN RIVER: Gets Financing Commitments to Back Chapter 11 Exit
DII/KBR: Wants to Hire Mesirow LLC as Restructuring Accountants
DIMON INC: To Webcast 2nd Qtr. Earnings Release on Nov. 9
DIMON INCORPORATED: Moody's Confirms Single-B Ratings
DOUBLECLICK: S&P Places 'B' Corporate Credit Rating on CreditWatch

DRAIN DOCTOR INC: Voluntary Chapter 11 Case Summary
DURA AUTOMOTIVE: S&P Slices Corporate Credit Rating to 'B+'
ELAN FINANCE: Moody's Rates Planned $850M Sr. Unsec. Debt at B3
ENRON CORP: Asks Court to Approve Corestaff Settlement Agreement
FOXMEYER CORP.: Trustee Turning $2.3 Mil. Over to U.S. Trustee

FRIEDMAN'S INC: Expects to Default Under Credit Loan Covenants
FRIEDMAN'S INC: Names Richard Hettlinger Chief Financial Officer
GAS TRANSMISSION: S&P's Rating Jumps to 'A-' from 'CC'
GENTEK INC: Retains Goldman Sachs to Assist in Possible Sale
GMAC COMM'L: Moody's Rates Four Classes Low-B & Junks Two Classes

GREAT PLAINS: Declares $0.415 Per Share Quarterly Dividends
GUARDIAN SECURITY: Case Summary & 20 Largest Unsecured Creditors
HCA INC: Stock Purchase Plan Cues Moody's to Downgrade Ratings
HEALTH NET: S&P Pares Rating to 'BB+' from 'BBB-' After Review
HELLER EQUIPMENT: Unexpected Recoveries Lift S&P's Ratings

HERBST GAMING: S&P Puts B- Rating on Planned $150M Sr. Sub. Notes
HOLLINGER INC: Conrad Black Departs as Chairman & CEO
INSTRON CORP: S&P's Withdraws B & CCC+ Ratings
INTERSTATE GENERAL: Refinances Approx. $7.4 Million Debt
K&F IND: Moody's Rates Sr. Sec. Loans B2 & Junks Sr. Sub. Notes

KAISER ALUMINUM: Asks Court to Approve Amended USWA Agreements
L-3 COMMUNICATION: Moody's Puts Ba3 Rating on $650M Sr. Sub. Notes
LAIDLAW INT'L: Begins Trading on Philadelphia Stock Exchange
LONG BEACH: Fitch Rates Six Classes Low-B & Junks Two Classes
MARINER HEALTH: Launches Cash Tender Offer for 8-1/4% Sr. Sub Debt

MOREHEAD MEMORIAL: Moody's Slices Long-Term Bond Rating to Ba1
NATIONAL ENERGY: Wants Court to Reduce Vallieres' Claim to $1.2MM
NEIGHBORCARE INC: Completes Quest Total Care Pharmacy Purchase
NORAMPAC INC: Invests $17.5 in Two Ontario Corrugated Box Plants
NORTHWEST AIRLINES: Moody's Rates Planned $975M Facilities at B1

NORTHWESTERN CORP: Fitch Withdraws Default Ratings After Emergence
NRG ENERGY: Names Nahla Azmy Investor Relations Director
OAK GROVE RESORTS: Voluntary Chapter 11 Case Summary
OAKWOOD HOMES: Likely Default Prompts S&P to Junk Three Classes
OMEGA HEALTHCARE: Closes $78.8 Million New Investment Deals

PRIME HOSPITALITY: Moody's Removes Low-B Ratings After Acquisition
QWEST COMMS: Names Loretta Armenta President for New Mexico Unit
RADIANT COMMS: Equity Deficit Widens to CDN$2,434,532 at Sept. 30
RIVERSIDE FOREST: Al Thorlakson Steps Up as CEO & President
SAVVIS COMMS: Sept. 30 Balance Sheet Upside-Down by $43.6 Million

PACIFIC GAS: Can Ask Deutsche Bank to Release COTP Escrow Fund
PILLOWTEX CORP: Asks Court OK on $150,000 Manchester Break-Up Fee
RCN CORP: Court Approves Solicitation & Voting Procedures
SOUND PARTS INC: Case Summary & 30 Largest Unsecured Creditors
SPIEGEL INC: Lederers Can Pursue $10.5MM Suit Against Eddie Bauer

TOMMY HILFIGER: Special Committee Hires Debevois & FTI as Advisors
TOMMY HILFIGER: Delayed 10-Q May Trigger Covenant Defaults
TORPEDO SPORTS: Annual Report Will Be Delayed
UAL CORP: Toni Polverinni Agrees to Reduce Claim to $5 Million
UNION WADDING: Receiver Taking Bids to Sell as Turn-Key Operation

UNIVERSAL HOSPITAL: Equity Deficit Narrows to $89.5M at Sept. 30
US UNWIRED: Sept. 30 Balance Sheet Upside Down by $233.6 Million
VARTEC TELECOM: Hires Vinson & Elkins as Bankruptcy Counsel
VARTEC TELECOM: Want Access to $30 Million of DIP Financing
VARTEC TELECOM: Lease Rejection to Cost Lexington $4.7 Million

WCI COMMUNITIES: S&P Lifts Corporate Credit Rating to BB from BB-
WINSTAR COMMS: Trustee Wants Court Approval on Lucent Settlement
WORLDCOM INC: To Release 3rd Quarter 2004 Financials Today
WORLDCOM: Wisconsin Commission Asks Court to Allow $841,150 Claim
ZENDA CAPITAL: Gets Ontario Securities Commission's Default Status

* Angus Phang Joins Mintz Levin's IP Section in London Firm

                          *********

32006 SOUTH COAST HIGHWAY: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: 32006 South Coast Highway LLC
        410 Broadway, 2nd Floor
        Laguna Beach, California 92651

Bankruptcy Case No.: 04-16735

Chapter 11 Petition Date: November 1, 2004

Court: Central District of California (Santa Ana)

Judge: John E. Ryan

Debtor's Counsel: John A. Saba, Esq.
                  32221 Camino Capistrano #B-104
                  San Juan Capistrano, California 92675
                  Tel: (949) 489-2150

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $500,000 to $1 Million

The Debtor has no unsecured creditors who are not insiders.


A.B. DICK: Court Approves $40 Mil. Presstek Bid to Acquire Company
------------------------------------------------------------------
Presstek, Inc. (Nasdaq: PRST), a manufacturer and marketer of
environmentally responsible high tech digital imaging solutions
for the graphic arts and laser imaging markets, reported the
approval of its bid to acquire A.B.Dick Company.

In July 2004, A.B.Dick filed for Chapter 11 bankruptcy protection.
At the same time, Presstek entered into an asset purchase
agreement with A.B.Dick pursuant to which Presstek would acquire
A.B.Dick's business and assets through U.S. Bankruptcy Code
Section 363 asset sale provisions.

Presstek's Chief Financial Officer Moosa E. Moosa said,
"Presstek's bid, valued at approximately $40 million, was accepted
by A.B.Dick and approved by the U.S. Bankruptcy Court [yesterday].
The transaction is expected to close on November 5, 2004."

Presstek's President and Chief Executive Officer Edward J. Marino
said, "We are delighted that our bid for A.B.Dick has been
successful. A.B.Dick is a company with a solid reputation and long
tradition of service and support to its customers. As we work to
integrate Presstek's high technology business with A.B.Dick's
market leading organization, our goal will be to form a solid
customer-oriented, printing-solutions company. We are looking
forward to a bright future together delivering valuable solutions
to our customers to help their businesses prosper."

As previously reported in the Troubled Company Reporter, Presstek,
Inc., has offered $40 million to purchase substantially all of the
assets of A.B. Dick Company and its wholly owned subsidiaries. On
Sept. 15, 2004, the United States Bankruptcy Court for the
District of Delaware approved uniform bidding and auction
procedures for the proposed disposition.

The Debtors' Assets are to be sold free and clear of all liens,
claims, encumbrances, and interests, save and except to the liens
of the Debtors' prepetition and postpetition lenders.

                        About Presstek

Presstek, Inc. is a leading manufacturer and marketer of
environmentally responsible high tech digital imaging solutions to
the graphic arts and laser imaging markets. Presstek's patented
DI(R), CTP and plate products provide a streamlined workflow in a
chemistry-free environment, thereby reducing printing cycle time
and lowering production costs. Presstek solutions are designed to
make it easier for printers to cost effectively meet increasing
customer demand for high-quality, shorter print runs and faster
turnaround while providing improved profit margins.

Presstek subsidiary Precision Lithograining Corporation is a
manufacturer of high quality digital and conventional printing
plate products, including Presstek's award-winning, chemistry-free
Anthem plate. Presstek subsidiary Lasertel, Inc., manufactures
semiconductor laser diodes for Presstek's and external customers'
applications.

For more information on Presstek, visit http://www.presstek.com/
call 603-595-7000 or email: info@presstek.com

Headquartered in Niles, Illinois, A.B.Dick Company --
http://www.abdick.com/-- is a global supplier to the graphic arts
and printing industry, manufacturing and marketing equipment and
supplies for the global quick print and small commercial printing
markets. The Company, along with its affiliates, filed for chapter
11 protection (Bankr. D. Del. Lead Case No. 04-12002) on July 13,
2004. Frederick B. Rosner, Esq., at Jaspen Schlesinger Hoffman,
and H. Jeffrey Schwartz, Esq., at Benesch, Friedlander, Coplan &
Aronoff LLP represent the Debtors in their restructuring efforts.
Richard J. Mason, Esq., at McGuireWoods, LLP, represents the
Official Committee of Unsecured Creditors. When the Debtor filed
for protection from its creditors, it listed over $10 million in
estimated assets and over $100 million in estimated liabilities.


AFFINIA GROUP: S&P Puts 'BB' Rating on Planned $425M Bank Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Toledo, Ohio-based Affinia Group Inc.  At the
same time, a 'BB-' senior secured bank loan rating and a '3'
recovery rating were assigned to the company's proposed
$425 million first-lien secured bank facility, indicating the
expectation of a meaningful recovery of principal (50%-80%) in the
event of a default.  In addition, Standard & Poor's assigned a 'B'
rating to the company's $300 million senior subordinated notes,
due 2014, to be issued in accordance with SEC Rule 144A with
registrations rights.  The outlook is stable.

Proceeds from the new credit facility and debt offering,
$100 million of funding from a $125 million accounts receivable
securitization facility, a pay-in-kind -- PIK -- subordinated
seller note with a $50 million fair market value ($74.5 million
face amount) issued by Affinia Group Holdings Inc., along with a
$350 million cash equity contribution will be used to finance the
$1.05 billion (including $50 million of fees and expenses)
purchase of the automotive aftermarket business of Dana Corp.
(BB/Watch Pos/--) by affiliates of The Cypress Group LLC
(unrated).  Affinia will also provide $25 million of funding for
Beck Arnley Worldparts Corp. (unrated), which will become an
unrestricted subsidiary.  The purchase price multiple is about
5.9x pro forma June 2004 last-12-month adjusted EBITDA.

"We expect free cash flow to be earmarked for debt reduction,
enabling Affinia to strengthen credit measures to levels
commensurate for the ratings," said Standard & Poor's credit
analyst Daniel DiSenso.

With annualized sales of about $2.1 billion, Affinia's product
portfolio consists of:

      * brake components (48% of total sales);
      * filtration products (28%);
      * chassis components (9%); and
      * distribution operations (16%).

Management's growth plan is expected to be organically driven,
with focus on expanding presence in the economy brand niche
segment of the market and further penetrating the original
equipment service -- OES -- market.  Acquisitions are not expected
to receive a high priority, and debt-financed acquisitions are not
factored into the ratings.

The proposed $125 million revolving facility, due 2010, and
$300 million term loan B, due 2011, are rated 'BB-'.


ALLEGHENY ENERGY: Refinances & Pays Down Supply Term Loans
----------------------------------------------------------
Allegheny Energy, Inc.'s (NYSE:AYE) subsidiary, Allegheny Energy
Supply Company, LLC, has repaid $200 million of its term loans and
has refinanced the remaining $1.04 billion of its term loans.
Allegheny Energy expects to save approximately $15 million per
year in interest expense through the combination of the repayment
of principal and a lower interest rate. The remaining loan will
bear interest at a rate of LIBOR plus 2.75% per annum, and will
mature on March 8, 2011. The Company used approximately $150
million of proceeds from the recent private placement of its
common stock and $50 million of cash on hand at Allegheny Energy
Supply to complete the $200 million repayment.

"This refinancing is another step in improving the financial
condition of Allegheny Energy and is itself a testimony to the
progress we've already made," said Paul Evanson, Chairman and
Chief Executive Officer. "We remain on track toward achieving our
goal of $1.5 billion of debt reduction by the end of 2005."

Since December 1, 2003, Allegheny Energy has reduced debt by
approximately $900 million. Further debt reductions will come from
free cash flow and proceeds from asset sales. As previously
announced, Allegheny Energy has entered into contracts to sell its
West Virginia gas operations, its Lincoln generation facility and
a portion of its interest in the Ohio Valley Electric Corporation.

Citigroup Global Markets Inc. is the lead arranger for the
refinancing.

Headquartered in Greensburg, Pennsylvania, Allegheny Energy is an
energy company consisting of two major businesses, Allegheny
Energy Supply, which owns and operates electric generating
facilities, and Allegheny Power, which delivers low-cost, reliable
electric service to customers in Pennsylvania, West Virginia,
Maryland, Virginia and Ohio. More information about Allegheny
Energy is available at http://www.alleghenyenergy.com/  

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2004,
Fitch Ratings revised the Rating Outlook of Monongahela Power
Company to Stable from Negative. Approximately $838 million of
debt securities are affected. At the same time, Fitch has affirmed
the existing ratings of Allegheny Energy, Inc. and subsidiaries.
The Rating Outlooks for all issuers in the Allegheny Energy group
are Stable.

The revision of Monongahela's Outlook to Stable is based on the
successful execution of additional coal supply contracts for 2005
and 2006, the return to service of baseload coal-fired generation
units at the Hatfield's Ferry and Pleasants plants prior to the
start of peak seasonal demand, and the expectation that operating
and maintenance expenses will trend down. The new coal supply
contracts increase the hedged percentage of 2005 and 2006 coal
supply needs to 90% and 50%, respectively, and alleviate near term
commodity price risk. The all-in average prices for the locked in
portion of coal supply are approximately $34 for 2005 and Fitch
estimates it will be approximately $36.10 for 2006, which are well
below the current spot market price of Appalachian coal. While
the restoration of the major coal-fired units to service ended the
cash losses associated with purchasing replacement power at higher
cost, the company continues to be at risk for any future outages
under Monongahela's current retail tariffs. Monongahela is unable
to recover the costs of replacement supply in either West Virginia
or Ohio, and no near-term change is expected. A successful
closing of the recently announced sale of Mountaineer Gas would be
positive for credit quality. Mountaineer Gas has been a persistent
drag on profitability and the proceeds from any sale are
anticipated to be used for debt reduction. However, the closing
of the transaction is subject to material regulatory
contingencies.

The affirmation of the 'BB-' senior unsecured rating and Stable
Rating Outlook of the group parent, Allegheny, reflects the new
management's ongoing progress in restructuring efforts and debt
reduction and adequate parent company liquidity, as well as the
high consolidated leverage and weak cash flow coverage ratios.
Allegheny's rating reflects Fitch's expectation that Allegheny
would continue to provide support to the leveraged Allegheny
Energy Supply subsidiary as well as the cash flow from the
stronger, more stable regulated utility subsidiaries. Execution
of the remainder of the $1.5 billion debt reduction plan by year-
end 2005, improvement in cash flow generation at Supply,
improvements in plant operating performance and expense control,
and rate relief would improve credit quality. Credit concerns
include the risks of extended plant outages, rising environmental
compliance costs, adverse regulatory or judicial decisions, and
commodity price exposure (2006 and beyond).


AMERICAN HOMEPATIENT: Sept. 30 Balance Sheet Upside-Down by $29MM
-----------------------------------------------------------------
American HomePatient, Inc. (OTCBB:AHOM) reported net income of
$3.0 million and revenues of $83.5 million for the third quarter
ended September 30, 2004. For the nine months ended September 30,
2004, the Company reported net income of $5.0 million and revenues
of $251.6 million.

The Company's net income of $3.0 million for the third quarter of
2004 compares to net income of $0.4 million for the third quarter
of 2003 representing an increase of $2.6 million. The Company's
net income of $5.0 million for the first nine months of 2004
compares to net income of $9.3 million for the first nine months
of 2003. Net income for the first nine months of 2003 excluded
approximately $10.0 million in non-default interest expense that
would have been paid had the Company not sought bankruptcy
protection. Net income for the first nine months of 2003 included
approximately $3.8 million of reorganization items compared to
$0.5 million for the same period in 2004.

The Company's revenues of $83.5 million for the third quarter of
2004 represent a decrease of $0.4 million, or 0.5%, from the third
quarter of 2003. The Company's revenues of $251.6 million for the
first nine months of 2004 represent an increase of $2.3 million,
or 1.0%, over the first nine months of 2003. Revenues in the
current quarter and first nine months of 2004 were reduced by
approximately $1.8 million, or 2.2%, and $5.6 million, or 2.2%,
respectively, as a result of an approximate 15.8% reduction in the
Medicare reimbursement rates for inhalation drugs effective
January 1, 2004. The sale of inhalation drugs comprised
approximately 12% of the Company's total revenues for the third
quarter and first nine months of 2004.

Earnings before interest, taxes, depreciation, and amortization
(EBITDA) is a non-GAAP financial measurement that is calculated as
net income excluding interest, taxes, depreciation and
amortization. EBITDA for the third quarter of 2004 and for the
third quarter of 2003 was $14.6 million and $11.3 million,
respectively. For the third quarter of 2004, adjusted EBITDA
(calculated as EBITDA excluding reorganization items) was $15.0
million or 18.0% of revenues. For the third quarter of 2003,
adjusted EBITDA was $12.2 million or 14.5% of revenues. EBITDA for
the first nine months of 2004 and for the first nine months of
2003 was $39.2 million and $31.9 million, respectively. For the
first nine months of 2004, adjusted EBITDA was $39.8 million or
15.8% or revenues. For the first nine months of 2003, adjusted
EBITDA was $35.6 million or 14.3% of revenues.

Bad debt expense for the third quarter of 2004 decreased by
approximately $0.3 million compared to the third quarter of 2003.
Bad debt expense for the first nine months of 2004 increased by
approximately $0.9 million compared to the first nine months of
2003. Bad debt expense in the current year has been impacted by
disruptions in cash collections resulting from the inability of
certain third-party payors to effectively process electronic
claims due to the implementation of the new HIPAA Transaction and
Code Sets. Also impacting bad debt expense has been payment delays
associated with certain state Medicaid programs. Bad debt expense
improved in the third quarter of 2004 compared to the third
quarter of 2003 due to improved cash collections of patient
receivables in the third quarter of 2004 compared to the third
quarter of 2003. Certain intermediaries have begun processing
claims in a more timely manner, which has improved collections in
the third quarter of 2004.

Total operating expenses decreased by approximately $3.1 million
in the third quarter of 2004 compared to the third quarter of 2003
and decreased by approximately $4.4 million in the first nine
months of 2004 compared to the same period in 2003. These
decreases are primarily the result of the Company's initiatives to
reduce personnel costs in its branches and billing centers.

               Inhalation Drug Reimbursement Update
  
As previously announced by the Company, healthcare providers and
patients had expressed concern that the inhalation drug
reimbursement reductions scheduled for January 2005 could force
providers to exit the market and create patient access issues for
these critical drugs. On October 8, 2004, CMS indicated that,
based on a recent GAO report and other public sources, a
reasonable monthly dispensing fee would be in the range of $55.00
to $64.00. The Medicare fee schedule for inhalation drugs has not
yet been finalized, but based on that range the Company expects to
continue in the inhalation drug business. The Company appreciates
the efforts of the Department of Health and Human Services (HHS),
the Center for Medicare & Medicaid Services (CMS), congressional
leaders, and members of the current Administration in trying to
solve the patient access problem.

                        About the Company

American HomePatient, Inc. is one of the nation's largest home
health care providers with 280 centers in 35 states. Its product
and service offerings include respiratory services, infusion
therapy, parenteral and enteral nutrition, and medical equipment
for patients in their home. American HomePatient, Inc.'s common
stock is currently traded in the over-the-counter market or, on
application by broker-dealers, in the NASD's Electronic Bulletin
Board under the symbol AHOM or AHOM.OB.

At Sept. 30, 2004, American HomePatient's balance sheet showed a
$29,189,000 stockholders' deficit, compared to a $34,249,000
deficit at Dec. 31, 2003.


ATA AIRLINES: Wants Court Nod to Assume Clearinghouse & ARC Pacts
-----------------------------------------------------------------
All full-service air carriers are components of an interdependent
industry based on a network of agreements that govern virtually
all aspects of air travel and airline operations.  Without
agreements for coordination between airlines and airline services,
efficient service by the airline industry to the traveling public
would be virtually impossible.  The agreements facilitate
cooperation among airlines and other industry service providers
with respect to critical activities as making reservations and
transferring passengers, packages, baggage and mail between
airlines.

Among the agreements crucial to the ATA Airlines and its debtor-
affiliates' reorganization are:

A. Clearinghouse Agreements

   James M. Carr, Esq., at Baker & Daniels in Indianapolis,
   Indiana, informs the Court that the mutual payment obligations
   related to interline agreements and other related agreements
   are reconciled through one or both of two clearinghouses --
   the International Air Transport Association Clearinghouse and
   the Airlines Clearing House, Inc.

   ACH conducts settlements primarily for participating carriers
   based in the United States and other countries in the Western
   Hemisphere.  ICH conducts settlements primarily for carriers
   based in other countries.  ACH and ICH, in turn, are parties
   to an interclearance agreement pursuant to which settlements
   are made between members of ACH and ICH.  The Debtors'
   business relies on their participation in and compliance with
   the ACH and ICH Clearinghouse agreements and related
   agreements.

   Interline agreements, Mr. Carr relates, take two principal
   forms -- multilateral and bilateral.  The multilateral
   agreements involve multiple parties agreeing to the same set
   of industry rules, procedures, regulations, and recommended
   practices, with respect to many issues, including, orderly and
   prompt settlement of transactions between international air
   operators and among third parties including passenger, travel
   agent, and counterparties to cargo agreements.  The primary
   multilateral agreements linking the Debtors to the interline
   network are their agreements with the International Air
   Transport Association and the Air Transport Association of
   America, and the Clearinghouse Agreements.

   On a monthly basis, each Clearinghouse aggregates billings
   from its other participants to the Debtors, and from the
   Debtors to its other participants, and calculates a net
   balance.  Once the net balance is calculated, each
   Clearinghouse notifies the Debtors of the result.  For any
   given month, the Debtors may be required to make net payment
   to the Clearinghouses or they may be entitled to receive net
   payments to, or they may be entitled to receive net payments
   from other participants in ACH or ICH.  

   The Debtors make net settlements for interline payments
   through ACH and ICH, and are generally a net payor.  For the
   12 months ended September 30, 2004, net settlement payments to
   ACH were approximately $36,910,000.  Net settlement payments
   to ICH were approximately $696,000.

B. ARC Agreements and Bank Settlement Plans

   The Debtors are parties to certain agreements involving the
   Airline Reporting Corporation.  The ARC is comprised of an
   aggregation of two types of contractual agreements:

   (a) the Carrier Services Agreement, which is an agreement
       between the ARC and a participating carrier; and

   (b) the Agent Reporting Agreement, which is an agreement
       between the ARC and the parties to the CSA and travel
       agents.

   The Debtors are parties to both the CSA and the ARA.

   The ARC operates as a clearinghouse through the Area
   Settlement Plan.  The ASP remits monies owed from travel
   agencies to carriers, which are offset for any refund claims
   the travel agency is owed.  In addition, the ASP remits to
   travel agencies refund claims they are owed and bills credit
   card transactions on behalf of the carriers.

   The majority of travel agents located in the United States are
   members of the ARC.  The ARC Agreements are the mechanism
   through which travel agents and airlines settle accounts for
   tickets sold, tickets accepted for exchange, or tickets
   refunded by travel agents.  Under the ARC Agreements, all
   participating travel agents' obligations to and claims against
   the carriers are reconciled against one another and the net
   amounts due to the airlines are paid in lump sums.

   The BSPs, like the ASP, are essentially clearinghouses,
   Mr. Carr informs the Court.  They remit to carriers funds owed
   from travel agencies, which are offset for any refund claims
   the travel agency is owed.  In addition, the BSPs remit to
   travel agencies refund claims they are owed and bill credit
   card transactions on behalf of the carriers.

   The Debtors participate in the Mexican BSP, with average
   monthly sales of $203,988.

C. UATP Agreement

   According to Mr. Carr, the Universal Air Travel Plan is an
   aggregation of standard contracts among airlines that permit
   individuals to pay for tickets purchased from a travel agent
   or airline using the credit of the airline issuing a UATP card
   to the purchaser.  Pursuant to the Amended and Restated UATP
   Participation Agreement, dated April 13, 2001, the Debtors are
   an authorized ticketor for the UATP card.

   UATP cards are issued to corporate sub scribers, whose
   employees as cardholders, may purchase air transportation on
   the Debtors' airline or any other airline who is a ticketor or
   contractor under the UATP Agreement.  Each UATP contractor is
   responsible for administering their UATP program -- including
   subscriber account approval, card issuance, billing, servicing
   and collection of payments.  The Debtors are a Ticketing
   Airline only, and as such sell tickets to a UATP cardholder
   but do not purchase tickets with a UATP card.

   The accounts of all Contractor Airlines and Ticketing Airlines
   are settled by netting out charge purchases made on their
   UATP cards.  As a Ticketing Airline, the net for the Debtors
   is always a receivable absent any large refunds due.  The
   recent monthly average net trade receivable balance due and
   owing the Debtors was approximately $329,000.  The Debtors'
   participation as a Ticketing Airline accounts for less than
   1% of the Debtors' sales paid for with credit cards.

D. Interline Cargo Claims Agreement

   The Debtors are parties to the Multilateral Agreement for
   Interline Cargo Claims which establishes the structure of the
   Debtor's relationships with other carriers and their agents
   and relevant payment terms relating to cargo claims.
   Participation in the Interline Cargo Claims Agreement,
   Mr. Carr says, results in net revenue to the Debtors of
   approximately $10,000 per month.

E. ATPCO Agreements

   The Airline Tariff Publishing Company facilitates the
   publication of airline tariff filings that are communicated by
   ATPCO to ticket vendors.  Under agreements with ATPCO, the
   Debtors rely on ATPCO to publish and update vendor databases
   on pricing issues.  This process is crucial to the Debtors'
   marketing and ticket sale efforts.

By this motion, the Debtors seek the Court's authority to assume
and continue to perform their obligations under:

   -- the Clearinghouse Agreements,
   -- the ARC Agreements and Bank Settlement Plans,
   -- the UATP Agreement,
   -- the Interline Cargo Claims Agreements, and
   -- the ATPCO Agreements

Mr. Carr points out that the services under these agreements,
including the clearinghouse functions, the Airline Reporting
Corporation functions and global reservations services, are, in
effect, essentially industry-wide "utility" services for which
there are no readily available alternatives.  

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)


ATA HOLDINGS: Gets Nasdaq Delisting Notice Following Bankruptcy
---------------------------------------------------------------
ATA Holdings Corp. (ATAHQ), the parent company of ATA Airlines,
Inc., received written notification from the NASDAQ Stock Market
indicating that due to the Company's announced filing for
protection under Chapter 11 of the U.S. Bankruptcy Code, and in
accordance with Marketplace Rules 4300 and 4450(f), NASDAQ
determined that the Company's securities will be delisted from the
NASDAQ Stock Market at the opening of business on Nov. 5, 2004,
unless the Company requests a hearing in accordance with the
Marketplace Rule 4800 Series. Since the Company does not intend to
request such a hearing, the Company's securities will not be
immediately eligible to trade on the OTC Bulletin Board because of
the pending Chapter 11 proceedings. Although the Company's
securities are not immediately eligible for quotation on the OTC
Bulletin Board, the securities may become eligible if a market
maker makes application to register in and quote the securities in
accordance with SEC Rule 15c2-11. The Company is not aware that a
market maker intends to make such an application.

As a result of the Chapter 11 filing, the fifth character "Q" has
been appended to the Company's trading symbol. Accordingly, the
trading symbol for the Company's securities was changed from ATAH
to ATAHQ at the opening of business on October 29, 2004.

The Company's securities may be traded on the Pink Sheets
following the delisting by NASDAQ.

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.


BANC OF AMERICA: Fitch Places Low-B Ratings on Classes B-4 & B-5
----------------------------------------------------------------
Banc of America Mortgage Securities, Inc., series 2004-J mortgage
pass-through certificates, are rated by Fitch Ratings as follows:

   -- $603,633,100 classes 1-A-1, 1-A-2, 1-A-R, 1-A-LR, 2-A-1, 2-
      A-2, 3-A-1 and 4-A-1 (senior certificates) 'AAA';

   -- $10,943,000 class B-1 'AA';

   -- $4,376,000 class B-2 'A';

   -- $1,876,000 class B-3 'BBB';

   -- $1,563,000 class B-4 'BB';

   -- $938,000 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 3.45%
subordination provided by:

         * the 1.75% class B-1,
         * the 0.70% class B-2,
         * the 0.30% class B-3,
         * the 0.25% privately offered class B-4,
         * the 0.15% privately offered class B-5, and
         * the 0.30% privately offered class B-6.

The ratings on class B-1, B-2, B-3, B-4 and B-5 certificates
reflect each certificates respective level of subordination.

The ratings also reflect the quality of the underlying mortgage
collateral, the primary servicing capabilities of Bank of America
Mortgage, Inc. (rated 'RPS1' by Fitch) and Fitch's confidence in
the integrity of the legal and financial structure of the
transaction.

The transaction consists of four groups of adjustable interest
rate, fully amortizing mortgage loans, secured by first liens on
one- to four-family properties, with a total of 1,188 loans and an
aggregate principal balance of $625,204,751.52 as of
October 1, 2004 (cut-off date).  The four loan groups are
cross-collateralized.

The group 1 collateral consists of 3/1 hybrid ARM mortgage loans.
After the initial fixed interest rate period of three years, the
interest rate will adjust annually based on the sum of One-Year
CMT index and a gross margin specified in the applicable mortgage
note.  Approximately 59.92% of group 1 loans require interest-only
payments until the month following the first adjustment date.  As
of the cut-off date, the group has an aggregate principal balance
of approximately $126,337,979 and an average balance of $519,909.
The weighted average original loan-to-value ratio -- OLTV -- for
the mortgage loans is approximately 73.63%.  The weighted average
remaining term to maturity -- WAM -- is 359 months and the
weighted average FICO credit score for the group is 732. Second
homes and investor-occupied properties comprise 9.13% and 1.62% of
the loans in group 1, respectively.  Rate/Term and cashout
refinances account for 18.51% and 22.11% of the loans in group 1,
respectively.  The states that represent the largest geographic
concentration of mortgaged properties are California (60.79%) and
Florida (10.02%).  All other states represent less than 5% of the
outstanding balance of the group.

The group 2 collateral consists of 5/1 hybrid ARM mortgage loans.
After the initial fixed interest rate period of five years, the
interest rate will adjust annually based on the sum of One-Year
CMT index and a gross margin specified in the applicable mortgage
note.  Approximately 66% of group 2 loans require interest-only
payments until the month following the first adjustment date.  As
of the cut-off date, the group has an aggregate principal balance
of approximately $387,531,165.20 and an average balance of
$520,176.  The weighted average OLTV for the mortgage loans is
approximately 72.29%.  The WAM is 359 months and the weighted
average FICO credit score for the group is 737. Second homes and
investor-occupied properties comprise 11.19% and 1.98% of the
loans in group 2, respectively.  Rate/Term and cashout refinances
account for 18.03% and 16.04% of the loans in group 2,
respectively.  The states that represent the largest geographic
concentration of mortgaged properties are California (60.04%) and
Florida (6.97%).  All other states represent less than 5% of the
outstanding balance of the pool.

The group 3 collateral consists of 7/1 hybrid ARM mortgage loans.  
After the initial fixed interest rate period of seven years, the
interest rate will adjust annually based on the sum of One-Year
CMT index and a gross margin specified in the applicable mortgage
note.  Approximately 44.40% of group 3 loans require interest-only
payments until the month following the first adjustment date.  As
of the cut-off date, the group has an aggregate principal balance
of approximately $ 52,749,713.58 and an average balance of
$512,133.  The weighted average OLTV for the mortgage loans is
approximately 71.92%.  The WAM is 359 months and the weighted
average FICO credit score for the group is 740.  Second home
properties comprise of 5.58% and none of the properties are
investor-occupied.  Rate/Term and cashout refinances account for
12.43% and 11.46% of the loans in group 3, respectively.  The
states that represent the largest geographic concentration of
mortgaged properties are:

            * California (67.56%),
            * Florida (7.66%), and
            * Virginia (5.46%).  

All other states represent less than 5% of the outstanding balance
of the group.

The group 4 collateral consists of 10/1 hybrid ARM mortgage loans.
After the initial fixed interest rate period of 10 years, the
interest rate will adjust annually based on the sum of One-Year
CMT index and a gross margin specified in the applicable mortgage
note.  Approximately 75% of group 4 loans require interest-only
payments until the month following the first adjustment date.  As
of the cut-off date, the group has an aggregate principal balance
of approximately $58,585,893 and an average balance of $603,978.
The weighted average OLTV for the mortgage loans is approximately
69.39%.  The WAM is 359 months and the weighted average FICO
credit score for the group is 753.  Second home properties
comprise 7.10% and none of the properties are investor-occupied.
Rate/Term and cashout refinances account for 28.21% and 8.16% of
the loans in group 4, respectively.  The states that represent the
largest geographic concentration of mortgaged properties are:

            * California (61.24%),
            * Virginia (8.77%) and
            * Maryland (5.77%).  

All other states represent less than 5% of the outstanding balance
of the pool.

Approximately 50.33% of the group 1 mortgage loans, approximately
58.11% of the group 2 mortgage loans, approximately 67.18% of the
group 3 mortgage loans, approximately 72.77% of the group 4
mortgage loans and approximately 58.68% of all of the mortgage
loans were originated under the Accelerated Processing Programs.
Loans in the Accelerated Processing Programs, which may include
the All-Ready Home and Rate Reduction Refinance programs, are
subject to less stringent documentation requirements.

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',
available on the Fitch Ratings web site at
http://www.fitchratings.com/

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust. For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits (REMICs). Wells
Fargo Bank, National Association will act as Trustee.


BANC OF AMERICA: Fitch Rates Classes 30-B-4 & 30-B-5 at Low-B
-------------------------------------------------------------
Banc of America Mortgage Securities, Inc., series 2004-9 mortgage
pass-through certificates, is rated by Fitch Ratings as follows:

   * Group 1 certificates:

     -- $273,545,100 classes 1-A-1 through 1-A-11, 1-A-R, 1-A-LR
        and 30-IO, (group 1 senior certificates') 'AAA';

     -- $5,516,000 class 30-B-1, 'AA';

     -- $1,415,000 class 30-B-2, 'A';

     -- $849,000 class 30-B-3, 'BBB';

     -- $565,000 class 30-B-4, 'BB';

     -- $425,000 class 30-B-5, 'B'.

   * Group 2 certificates:

     -- $50,035,478 classes 2-A-1, 2-A-2, 15-PO and 15-IO, ('group
        2 senior certificates') 'AAA';

     -- $667,000 class 15-B-1, 'AA';

     -- $257,000 class 15-B-2, 'A';

     -- $128,000 class 15-B-3, 'BBB';

   * Group 3 certificates:

     -- $93,676,243 classes 3-A-1, 3-PO, 3-IO and 3-B-IO; ('group
        5 senior certificates') 'AAA';

   * and certificates of all groups:

     -- $179,475 class X-PO (consisting of 3 components: classes
        1-X-PO, 2-X-PO and 3-X-PO), 'AAA'.

The 'AAA' ratings on the group 1 senior certificates reflect the
3.25% subordination provided by:

      * the 1.95% class 30-B-1,
      * the 0.50% class 30-B-2,
      * the 0.30% class 30-B-3,
      * the 0.20% privately offered class 30-B-4,
      * the 0.15% privately offered class 30-B-5, and
      * the 0.15% privately offered class 30-B-6.

Classes 30-B-1, 30-B-2, 30-B-3, 30-B-4, and 30-B-5 are rated 'AA,'
'A,' 'BBB,' 'BB,' and 'B,' respectively, based on their respective
subordination.  Class 30-B-6 is not rated by Fitch.

The 'AAA' ratings on the group 2 senior certificates reflects the
2.50% subordination provided by:

      * the 1.30% class 15-B-1,
      * the 0.50% class 15-B-2,
      * the 0.25% class 15-B-3 certificates,
      * the privately offered 0.20% class 15-B-4,
      * the privately offered 0.15% class 15-B-5, and
      * the privately offered 0.10% class 15-B-6.

Classes 15-B-4 through 15-B-6 are not rated by Fitch.

The 'AAA' ratings on the group 3 senior certificates reflects the
2.50% subordination provided by:

      * the 1.75% class 3-B-1,
      * the 0.35% class 3-B-2,
      * the 0.15% class 3-B-3 certificates,
      * the privately offered 0.10% class 3-B-4,
      * the privately offered 0.05% class 3-B-5, and
      * the privately offered 0.10% class 3-B-6.

Classes 3-B-1 through 3-B-6 are not rated by Fitch.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc. (rated 'RPS1' by Fitch), and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

The transaction is secured by three pools of mortgage loans. Loan
groups 1, 2, and 3 collateralize the groups 1, 2 and 3
certificates, respectively. Except for the class X-PO
certificates, the three loan groups are not cross-collateralized.

The group 1 collateral consists of 543 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity ranging from 300 to 360 months.  The weighted
average original loan-to-value ratio -- OLTV -- for the mortgage
loans in the pool is approximately 70.76%.  The average balance of
the mortgage loans is $$520,993 and the weighted average coupon --
WAC -- of the loans is 6.077%.  The weighted average FICO credit
score for the group is 746.  Second homes comprise 12.28% and
there are no investor-occupied properties.  Rate/Term and cashout
refinances represent 23.96% and 17.35%, respectively.  The states
that represent the largest geographic concentration of mortgaged
properties are:

      * California (49.99%),
      * Florida (7.37%),
      * Illinois (5.35%) and
      * Virginia (5.05%).

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

The group 2 collateral consists of 94 recently originated,
conventional, fixed-rate, fully amortizing, first lien, single-
family residential mortgage loans with original terms to stated
maturity of 180 months.  The weighted average OLTV for the
mortgage loans in the pool is approximately 65.01%.  The average
balance of the mortgage loans is $546,052 and the WAC of the loans
is 5.537%.  The weighted average FICO credit score for the group
is 746. Second homes comprise 10.04% and there are no investor-
occupied properties.  Rate/Term and cashout refinances represent
38.04% and 14.55%, respectively, of the groups 2 mortgage loans.
The states that represent the largest geographic concentration of
mortgaged properties are:

      * California (39.35%),
      * Texas (12.36%),
      * Florida (12.28%),
      * Georgia (7.39%) and
      * Virginia (6.47%).

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

The group 3 collateral consists of 220 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
two-family residential mortgage loans with original terms to
stated maturity ranging from 180 to 360 months; the weighted
average number of months since the origination of the loans is
26 months.  The weighted average OLTV for the mortgage loans in
the pool is approximately 67.89%.  The average balance of the
mortgage loans is $436,769 and the WAC of the loans is 6.696%.  
The weighted average FICO credit score for the group is 739.
Second and investor-occupied homes comprise 6.46 % and 2.21%,
respectively.  Rate/Term and cashout refinances represent 32.36%
and 25.89%, respectively, of the group 3 mortgage loans.  The
states that represent the largest geographic concentration of
mortgaged properties are:

      * California (56.65%),
      * Florida (10.85%) and
      * North Carolina (5.32%).

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

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,'
available on the Fitch Ratings web site at
http://www.fitchratings.com/

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits -- REMICs. Wells
Fargo Bank, National Association will act as trustee.


BAY COVE: Moody's Affirms Ba2 Rating on $5.4 Million Bonds
----------------------------------------------------------
Moody's Investors Service affirmed the Ba2 long-term bond rating
and stable outlook on Bay Cove Human Services' $5.4 million of
outstanding Series 1998 bonds issued through the Massachusetts
Health & Educational Facilities Authority.  The Ba2 rating is
attributable to Bay Cove's:

   -- position as a large human service provider of essential
      services in the Boston area

   -- steady growth in revenue, and

   -- stable break-even financial performance, although reductions
      in state funding have decreased operating margins over the
      previous years.

The stable outlook incorporates our belief that Bay Cove will be
able to leverage its market position as a provider of crucial
services allowing it to maintain stable operations and improve the
current liquidity level.

                            Security

The Series 1998 Bonds are secured by first mortgage liens on and
security interests in certain real properties of Bay Cove,
including the organization's main administrative building.  There
is a negative mortgage lien.  Additionally, the bonds are secured
by a lien on and security interest in the Department of Mental
Retardation -- DMR -- Contract Receivables.  The bonds are also
secured by a pledge of the DMR contract for the sole benefit of
the bond Trustee, under which payments are to be made to Bay Cove
annually in an amount not less than 150% of the Maximum Annual
Debt Service -- Pledged Provider Contract.

Located in the Greater Boston area, Bay Cove provides a
comprehensive array of residential and day services to individuals
suffering from mental health, mental retardation, developmental
disabilities, substance abuse and other issues.  Bay Cove
specializes in services to "dual-diagnosed" individuals with
multiple disabilities, insulating the organization from funding
cuts because the individuals it serves are often those with the
most serious needs.

Bay Cove has continued to grow over the past years, and now serves
approximately 6,500 individuals a year at over 80 program and
residential sites, considerably larger than the organization's
size in 1998.  As a result of its growth in volumes and program
expansions, Bay Cove has increased its revenue each year, although
with more modest growth after fiscal year 2000 when Massachusetts
reduced funding for mental health services in the state.  Revenue
grew a lean 2% to $36.2 million in FY 2003 from $35.5 million in
FY 2002.  However, unaudited FY 2004 results report a 10.6%
revenue growth to $40.1 million in the fiscal year that ended
June 30, 2004, of which 2.9% is attributable to a rise in
unrestricted contributions and the remaining 7.7% increase is
attributable to operations.

After four years of flat to modest rate increases in its contracts
with state agencies, Bay Cove and other human service providers
benefited in FY 2004 from an increased funding level for public
health and mental health services.  The FY 2005 state budget
continues this trend and provides increases for the Department of
Mental Retardation -- DMR, Medicaid and the Department of Public
Health -- DPH, although funding for the Department of Mental
Health -- DMH will remain flat.  The state budget also includes a
$20 million appropriation that will fund a 2% salary increase for
human service providers who earn less than $40,000 annually, which
will directly benefit Bay Cove next year.

Although the state's FY 2004 and FY 2005 budgets have increased
funding for these services, Bay Cove may still experience
reductions in its program reimbursement if the state experiences
severe budget shortfalls in future years, forcing the state to
scale back on important social and health services across the
board.  Bay Cove's vulnerability to reductions in any one funding
source is mitigated by the fact that its funding is derived from a
number of separate governmental agencies, thereby protecting Bay
Cove from funding cuts at any one state department.  For FY 2004,
Bay Cove received 30% of its funding from DMH, 26% of its funding
from DMR, 15% from Medicaid claims, 9% from DPH, with the
remaining balance derived primarily from private sources.  An
emerging source of private revenue for the organization has been
fundraising and grants. In addition to completing a successful
$3 million capital campaign for its early intervention program,
Bay Cove has been increasing its unrestricted contributions as
well.  In 2004, Bay Cove generated $1.1million in unrestricted
contributions, gifts, fundraising events and grants.  This
compares favorably with $328,000 in unrestricted grants and
contributions in FY 2003, thus contributing to Bay cove's improved
2004 performance.

       Break-Even Operations Improve in Fiscal Year 2004

Bay Cove's break-even operations are a direct result of its market
position, volume growth, and its ability to grow programs that the
state has identified as essential services.  An example is
Massachusetts' Boulet Settlement that mandates the state to
provide increased residential housing for the mentally retarded.
In response, Bay Cove has created additional residential
placements that will be funded by this effort.

Bay Cove's strategic expansion of essential services for severely
disabled individuals has allowed the organization to consistently
break-even on operations even in years when its funding sources
were challenged to maintain funding levels.  Bay Cove has also
managed to break-even by identifying economies of scale on some of
their contracts.

Bay Cove's 12-month FY 2004 statements report:

   -- an above-budget cash flow of $2 million (5.2% operating cash
      flow margin),

   -- a 5.4% increase above FY 2003's cash flow of $1.3 million
      (3.7% operating cash flow margin).  

Moody's note however, that although cash flow from operations
increased, liquidity decreased in FY 2004 to $2.8 million
(26.7 days cash-on-hand) from $3.3 million (34.3 days cash-on-
hand) due to Bay Cove's $900,000 repayment of a mortgage.  As a
result of bolstered cash flows and a reduction in debt in FY 2004,
debt-to-cash flow decreases to 5.0 times from a high 9.5 times in
FY 2003.

               Key Financial Data and Statistics
      (based on management prepared FY 2004 results ending
       June 30, 2004; investment returns normalized at 6%)

   -- Total Operating Revenues: $40.1 million
   -- Net Revenue Available for Debt Service: $2.2 million
   -- Total Debt Outstanding: $8.6 million
   -- Maximum Annual Debt Service Coverage: 2.9 times
   -- Days Cash on Hand: 26.7 days
   -- Cash-to-Debt: 32.7%
   -- Debt-to-Cash Flow: 5.0 times
   -- Operating Cash Flow Margin: 5.2%

The stable outlook incorporates Moody's belief that Bay Cove will
be able to leverage its market position as a provider of crucial
services allowing it to maintain stable operations and improve the
current liquidity level.


BLOUNT INT'L: Sept. 30 Balance Sheet Upside-Down by $282.5 Billion
------------------------------------------------------------------
Blount International, Inc. (NYSE: BLT) reported results for the
third quarter ended September 30, 2004. Sales were $173.7 million,
a 19.1% increase from $145.8 million in last year's third quarter.
Operating income increased to $31.1 million, a 28.5% increase from
operating income of $24.2 million in last year's third quarter.

In August, the Company completed a successful refinancing that
lowered outstanding debt and future interest costs. Related to
this refinancing, the Company recognized a non-recurring charge of
$42.8 million that contributed to a net loss of $31.8 million in
this year's third quarter compared to a net loss of $36.2 million
in last year's third quarter. The charge related to the
refinancing was classified as "other expense" and included
redemption premiums and a write-off of unamortized deferred
financing fees related to the retired debt. Net loss for the third
quarter of last year included a $39.7 million charge for a
deferred tax valuation allowance.

Pro-forma net income for the third quarter assuming that the
refinancing transaction occurred as of June 30, 2004 was
$13.7 million.  Pro-forma net income was adjusted to remove the
impact of the non-recurring refinancing charge, reflect the impact
of the new capital structure on net interest expense and shares
outstanding and assumes a 35% income tax rate.

Net interest expense in this year's third quarter was $16.7
million compared to $17.2 million in the third quarter of 2003.
Net interest expense included $4.2 million in incremental net
interest expense incurred during the 30-day redemption period in
connection with the retirement of the Company's former bonds. Pro-
forma third quarter net interest expense was $9.1 million,
exclusive of the incremental net interest expense associated with
the redemption and assuming a full quarter impact of the
refinancing. The Company believes that the pro-forma presentation
of net income and net interest expense provides the investor with
meaningful information on account of the magnitude and non-
recurring nature of the refinancing that took place in August.
This pro-forma information is reconciled to information presented
under generally accepted accounting principles in the attached
schedule.

Subsequent to September 30th, the Company received $26.6 million
in payments from the Internal Revenue Service, consisting of
refund claims of $21.6 million and accumulated interest of $5.0
million. In reviewing these payments, the Company has determined
that a significant portion of the interest for the payments should
have been recorded as income in prior reporting periods. Based on
this determination, the Company will restate its historical
financial results to reflect additional interest income of $3.6
million in 2003 and $1.1 million in the first six months of 2004.
The amounts included in this press release reflect the restated
and increased income amounts for prior periods.

                      Year-to-Date Results

Sales through the first nine months of 2004 were $508.5 million
compared to $399.9 million for the first nine months of last year,
a 27.2% increase. Operating income totaled $86.8 million, a 40.5%
increase from $61.8 million for the first nine months of last
year. Net loss for the first nine months of this year was $15.8
million compared to a net loss of $34.4 million for the comparable
period last year. This year's nine month net loss included a $42.8
million charge related to the refinancing transactions. Last
year's net loss was inclusive of a $39.7 charge for the
recognition of a deferred tax valuation allowance. Pro-forma net
income was $38.1 million for the first nine months of 2004
assuming that the refinancing transaction occurred as of Jan. 1,
2004 and a 35% income tax rate.

Commenting on the third quarter results, James S. Osterman,
President and Chief Executive Officer, stated, "Our Company's
performance in the third quarter continued to reflect robust
market conditions in all three of our business segments. Year-
over-year sales increased in this year's third quarter by at least
16% over last year's third quarter in each of our businesses, and
Company-wide backlog increased by 16% from the end of the second
quarter to $151.2 million. Along with the top line growth,
operating income margins remained solid at 17.9% of sales, despite
a challenging raw material market, especially steel. The outlook
for the Company remains positive for the balance of this year and
into next year as we fill orders to meet the demand created by
recent storm activity, step up our international focus in the
timber harvesting business and leverage the introduction of
several new models in our lawnmower business. In addition to the
strong operating performance, the refinancing transactions
completed in August and cash flow from operations enabled the
Company to reduce outstanding debt by $87.2 million during the
third quarter to $520.4 million. The receipt of the outstanding
tax refund and accumulated interest enabled us to further reduce
outstanding debt during the month of October."

                         Segment Results
     
The Outdoor Products segment's third quarter sales were
$109.8 million, a record level for the segment and 18.7% above
last year's third quarter sales of $92.5 million. Segment
contribution to operating income increased 16.7% to $28.0 million
from $24.0 million in last year's third quarter. The increases in
sales and profit were due to unprecedented worldwide demand for
chainsaw products. The effect of hurricanes in the Southeastern
United States and Caribbean further bolstered demand with order
backlog increasing to $79.4 million in the third quarter from
$77.3 million in the second quarter and $61.1 million in the third
quarter of 2003. Segment sales for the first nine months of this
year were $314.1 million, an 18.3% increase above last year's nine
month total of $265.6 million. Segment contribution to operating
income for the first nine months of 2004 was $80.4 million
compared to $66.9 million for the same period last year.

The Industrial and Power Equipment segment recorded net sales of
$52.7 million in this year's third quarter, a 16.9% increase from
last year's third quarter sales of $45.1 million. This segment's
contribution to operating income in the third quarter was $6.0
million compared to $3.8 million in last year's third quarter. The
year-over-year improvement in segment contribution to operating
income reflects higher unit sales of timber harvesting equipment,
partially offset by higher raw material costs. Demand for timber
harvesting equipment remained high as evidenced by a 13.3%
increase in order backlog during the third quarter to $59.8
million. Net sales for the first nine months were $159.8 million
compared to $108.2 million in last year's first nine months, a
47.7% increase. Segment contribution to operating income for the
first nine months was $15.6 million compared to $4.7 million for
the comparable period last year.

The Lawnmower segment recorded sales of $11.5 million in this
year's third quarter, a 38.6% increase from last year's third
quarter sales of $8.3 million. Unit volume sales continued to
surpass last year's level due to the introduction of a new product
line earlier in the year and significant enhancements to the 2005
product line that was introduced in the third quarter. Order
backlog in the Lawnmower segment was $12.0 million at the end of
the third quarter compared to $6.4 million at the end of last
year's third quarter. Segment contribution to operating income in
this year's third quarter was $0.6 million compared to a segment
loss of $0.4 million in last year's third quarter. Segment
contribution to operating income for the first nine months of this
year was $1.9 million compared to a segment loss of $0.7 million
for the comparable period last year.

         Filing of "Universal" Shelf Registration Statement

The Company intends to file a "universal" Form S-3 shelf
registration with the Securities and Exchange Commission in the
near future. With its $138 million public equity offering on
August 9th, 2004 and the resulting increase in the Company's
market capitalization, the Company is eligible for such shelf
registration filings. The filing will cover the registration of
securities for potential offerings of common stock, preferred
stock, warrants and debt instruments.

         Restatement of Prior Period Financial Statements

On October 15, 2004, the Company received $26.6 million in
payments from the Internal Revenue Service in payment of amounts
due the Company for amended federal income tax returns and a
carryback claim. The refund amount included the refund claims of
$21.6 million and accumulated interest income of $5.0 million
($3.6 million and $1.1 million applicable to 2003 and the first
six months of 2004, respectively). At December 31, 2003, the
Company had recorded a refund claims receivable of $21.6 million
but had not recorded interest income on the amounts refundable.
The Company has determined that the failure to record interest
income was an accounting error. The Company will restate its
financial statements as of and for the year ended December 31,
2003 (including the interim periods December 31, 2003, September
30, 2003 and June 30, 2003) and the interim financial statements
as of and for the interim periods ended June 30, 2004 and
March 31, 2004 to record the portion of the $5.0 million of
interest income applicable to each respective period. The amounts
included in this press release have been restated for this
accounting error.

                        About the Company

Blount International, Inc. is a diversified international company
operating in three principal business segments: Outdoor Products,
Industrial and Power Equipment, and Lawnmower. Blount
International, Inc. sells its products in more than 100 countries
around the world. For more information about Blount International,
Inc., please visit our website at http://www.blount.com.

At Sept. 30, 2004, Blount International's balance sheet showed a
$282.5 billion stockholders' deficit, compared to a $393.7 billion
deficit at Dec. 31, 2003.


BMC INDUSTRIES: Committee Hires Larkin Hoffman as Counsel
---------------------------------------------------------
The Honorable Robert J. Kressel of the U.S. Bankruptcy Court for
the District of Minnesota approved the application of the Official
Committee of Unsecured Creditors in BMC Industries, Inc., and its
debtor-affiliates' chapter 11 cases to employ Larkin, Hoffman,
Daly & Lindgren, Ltd. as its counsel.

Larkin Hoffman will render professional services to the Committee
in all matters relating to or which will arise out of and in the
course of the administration of the Debtors' estates and for the
benefit of the creditors of the estates.

Thoman J. Flynn, Esq., the lead attorney in these proceedings will
bill the Debtors at an hourly rate of $290.  Mr. Flynn discloses
that the Debtors will pay his law firm a $75,000 retainer.  

To the best of the Committee's knowledge, Mr. Flynn nor its Firm
does not hold any interest materially adverse to the Debtors and
their estates.

Headquartered in Ramsey, Minnesota, BMC Industries Inc. --  
http://www.bmcind.com/-- is a multinational manufacturer and  
distributor of high-volume precision products in two business
segments, Optical Products and Buckbee Mears. The Company, along
with its affiliates, filed for chapter 11 protection (Bankr. D.
Minn. Case No. 04-43515) on June 23, 2004. Jeff J. Friedman, Esq.,
at Katten Muchin Zavis Rosenman, and Clinton E. Cutler, Esq., at
Fredrikson & Byron, P.A., represent the Debtors in their
restructuring efforts. When the Debtor filed for protection from
its creditors, it listed $105,253,000 in assets and $164,751,000
in liabilities.


BOYDS COLLECTION: Moody's Junks $34.4M Senior Subordinated Notes
----------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of The Boyds
Collection, LTD. due to soft operating performance in its retail
segment, which is the company's primary growth vehicle to reduce
exposure to the challenging wholesale gift and collectible
markets.  The outlook remains negative.

These ratings were downgraded:

   * Senior implied rating, to B2 from B1;

   * $40 million senior secured revolving credit facility due
     April 21, 2005, to B2 from B1;

   * $28 million senior secured term loan facility a due April 21,
     2005, to B2 from B1;

   * $34.4 million 9% senior subordinated notes due May 15, 2008,
     to Caa1 from B3;

   * Senior unsecured issuer rating, to B3 from B2.

The ratings downgrade and negative outlook reflect year-over-year
sales declines in Boyds' first retail store of around 13% in both
3Q04 and the year-to-date period.  The soft retail operating
performance, in only its second full-year of operation, is
concerning given projected debt increases to fund additional
stores, and the company's ongoing exposure to high competition and
weak discretionary spending trends in the wholesale segment.  
Further challenges in the wholesale segment are present in Boyds'
implementation of a salesforce restructuring initiative and the
company's shifting focus toward lower margin gift items.  
Liquidity concerns are becoming increasingly problematic as the
maturity date of Boyds' credit facility in April 2005 approaches.  
As the company relies on that facility for liquidity, it is
crucial that the refinancing is executed in a timely and cost
effective manner.

The rating action is tempered:

   (1) by Boyds' strong collectibles heritage, with a reputation
       for high quality;

   (2) by the company's historical debt reduction, which has
       enabled strong coverage metrics and positive pre-capex cash
       flows despite earnings declines;

   (3) by the credible (albeit challenging) growth and cost-
       savings initiatives being implemented by the new management
       team ($3 million in annualized savings anticipated from
       salesforce restructuring); and

   (4) by initial signs of stabilizing sales trends in the
       company's wholesale segment after years of declines (3Q04
       sales and quarter-end orders were positive).

The ratings could be stabilized at the current levels if the
company can resolve its near-term maturity issues and achieve
sufficient profitability and cash flow gains in order to fund its
growth initiatives.  Alternatively, declines in profits and cash
flows (particularly without a revision to its financial and growth
strategies), and the inability to sustain borrowing access could
lead to further rating downgrades over the coming quarters.

Headquartered in McSherrytown, Pennsylvania, The Boyds Collection,
Ltd. is a designer, importer and distributor of hand-crafted
collectibles and other specialty giftware products.  Net sales for
the twelve months ended September 2004 were approximately
$105 million.


BRUNSWICK ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Brunswick Enterprises of Southwest Florida, Inc.
        dba J & M Air Conditioning
        7091 Pinnacle Drive, Suite E
        Fort Myers, Florida 33907

Bankruptcy Case No.: 04-21346

Type of Business:  The Company sells, installs and services
                   air conditioning units in Lee, Collier and
                   Charlotte counties in Southwest Florida.
                   See http://www.jmairconditioning.com/

Chapter 11 Petition Date: November 2, 2004

Court: Middle District of Florida (Ft. Myers)

Debtor's Counsel: Jeffrey W. Leasure, Esq.
                  Jeffrey W. Leasure, PA
                  PO Box 61169
                  Fort Myers, Florida 33906
                  Tel: (239) 275-7797

Estimated Assets: $100,000 to $500,000

Estimated Debts: $1 Million to $10 Million

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


BURLINGTON INDUSTRIES: Gets Court Nod on EPA Settlement Pact
------------------------------------------------------------
As reported in the Troubled Company Reporter on Aug. 10, 2004, the
United States of America, on behalf of the Environmental  
Protection Agency, filed Claim No. 1136 on July 18, 2000, pursuant  
to the Comprehensive Environmental Response, Compensation and  
Liability Act, for:  
  
    -- at least $10,193,132 for unreimbursed environmental  
       response costs incurred by the United States, on the EPA's  
       behalf, at the:  
  
       (1) Carolina Steel Drum Site in York County, South  
           Carolina;  
  
       (2) J Street Site in Harnett County, North Carolina; and  
  
       (3) FCX-Statesville Site in Iredell County, North Carolina;  
           and  
  
    -- approximately $10,744,322 in potential future response  
       costs incurred by the United States, on the EPA's behalf,  
       at the Sites.  
  
Daniel D. DeFranceschi, Esq., at Richards, Layton & Finger, PA,  
in Wilmington, Delaware, relates that the EPA Claim asserts a  
general unsecured claim except to the extent that the United  
States, on the EPA's behalf, may be entitled to administrative  
priority for injunctive obligations or postpetition liabilities  
of the Burlington Debtor with respect to the property of the  
Estate.  
  
On November 19, 2002, the EPA sent a General Notice Letter to the  
Debtor asserting various claims against the Debtor and its estate  
regarding the Industrial Pollution Superfund Site located at or  
near 810 Poindexter Street, Jackson in Hinds County, Mississippi.  
  
                      The Settlement Agreement  
  
The BII Distribution Trust, as representative of the chapter 11  
estate of Burlington Industries, Inc., and the Government have  
agreed to resolve their disputes.    

The principal terms of the Settlement Agreement are:  
  
    (1) With regard to the IPC Superfund Site claims, the United  
        States and the EPA will receive a $5,000 General Unsecured  
        Claim to be paid as an Allowed General Unsecured Claim in  
        Class 4 under the Plan.  Any claim amount related to the  
        IPC Superfund Site that exceeds $5,000 will be deemed to  
        be withdrawn with prejudice.  The United States will waive  
        and release any further claims against the Debtor for the  
        recovery of environmental response costs or any other  
        costs, expenses, damages, and claims of any description  
        under the CERCLA arising from the IPC Superfund Site,  
        subject to the terms of the Settlement Agreement and the  
        completion of the Public Notice Process;  
  
    (2) The portion of the EPA Claim relating to the Carolina  
        Steel Drum Site will be withdrawn with prejudice;  
  
    (3) With regard to the J Street Site, the United States and  
        the EPA will receive a $160,039 General Unsecured Claim,  
        which will be paid as an Allowed General Unsecured Claim  
        in Class 4 under the Plan.  Any amount of the EPA Claim  
        related to the J Street Site that exceeds $160,039 will  
        deemed to be withdrawn with prejudice.  The United States  
        will waive and release any further claims against the  
        Debtor for the recovery of environmental response costs or  
        any other costs, expenses, damages and claims of any  
        description under the CERCLA arising from the J Street  
        Site, subject to the terms of the Settlement Agreement and  
        the completion of the Public Notice Process.  In addition,  
        the Debtor will have no further obligation to comply with  
        the Unilateral Administrative Order for the J Street Site;  
  
    (4) With respect to the FCX-Statesville Site, Operable Unit 1,  
        the United States and the EPA will receive a $665,381  
        General Unsecured Claim, which will be paid as an Allowed  
        General Unsecured Claim in Class 4 under the Plan.  Any  
        amount of the EPA Claim related to the FCX-Statesville  
        Site that exceeds $665,381 will be deemed to be withdrawn  
        with prejudice.  The United States will waive and release  
        any further claims against the Debtor for the recovery of  
        environmental response costs or any other costs, expenses  
        damages and claims of any description under the CERCLA  
        arising from the FCX-Statesville Site, Operable Unit 1,  
        subject to the terms of the Settlement Agreement and the  
        completion of the Public Notice Process.  The Debtor will  
        have no obligation to comply with or liability under the  
        April 1, 1998 Consent Decree, subject to the terms of the  
        Settlement Agreement.  The United States will waive any  
        present or future claim against the Debtor for Operable  
        Unit 3;  
  
    (5) The Debtor will pay the Allowed General Unsecured Claims  
        in accordance with the Plan and by Electronic Funds  
        Transfer to the United States' lockbox bank in accordance  
        with instructions provided by the United States after  
        execution of the Settlement Agreement;  
  
    (6) Only the amount of cash received by the United States, on  
        the EPA's behalf, from the Debtor pursuant to the  
        Settlement Agreement for the Allowed General Unsecured  
        Claims, and not the total amount of the allowed claims,  
        will be credited by the EPA to its accounts for the Site.  
        The credit will reduce the liability of non-settling  
        potentially responsible parties to the EPA for the Site;  
  
    (7) The United States will covenant not to bring a civil  
        action or take administrative action against the Debtor  
        pursuant to Section 106 and 107 of CERCLA relating to the  
        Sites.  This covenant not to sue is conditioned on the  
        complete and satisfactory performance by the Debtor of its  
        obligation under the Settlement Agreement and extends to  
        any successor-in-interest of the Debtor or its Estate,  
        including the Trust and any successor company emerging  
        under the Chapter 11 cases as approved by the Bankruptcy  
        Court and does not extend to any other person; and  
  
    (8) The Debtor or its Estate, including the Trust and any  
        successor company emerging under the Chapter 11 cases as  
        approved by the Court, will covenant not to sue and agree  
        not to assert any claims or causes of action against the  
        United States with respect to the Sites, including but not  
        limited to:  
  
        -- any direct or indirect claim for reimbursement from the  
           Hazardous Substance Superfund;  
  
        -- any claims for contribution against the Unites States,  
           its departments, agencies or instrumentalities; and  
  
        -- any claims arising out or response activities at the  
           Sites.  
  
The Settlement Agreement will be submitted for public comment via  
notice of the Settlement Agreement in the Federal Register.  The  
United States reserves the right to withdraw or withhold its  
consent if the public comments regarding the Settlement Agreement  
disclose facts or consideration that indicate that the Settlement  
Agreement is inappropriate, improper or inadequate.  The public  
will have 30 days to review and comment on the Settlement  
Agreement.  After the United States has reviewed any comments,  
the Trust will file a certification that advises the Court of the  
results of the Public Notice Process and, if appropriate, seek  
Court approval of the Settlement Agreement.  
  
By this motion, the BII Trust asks the Court to approve the  
Settlement Agreement, if appropriate, after the completion of the  
Public Notice Process.  
  
Mr. DeFranceschi points out that if these matters were not  
resolved consensually, the Estate would be required to litigate  
the EPA Claim, which would require significant additional time  
and effort for further factual investigation and discovery, and  
ultimately, a trial on the merits.  Substantial additional  
attorney's fees and expenses would be incurred as a result and  
there would be no certainty as to the outcome of that litigation.  
  
The Trust believes that the Settlement Agreement is fair and  
reasonable.  In exchange for a release of all claims and  
liabilities asserted in the EPA Claim, the United States will be  
granted general unsecured claims for $830,420.  Mr. DeFranceschi  
adds that approval of the Settlement Agreement will liquidate and  
bring finality to the Estate's obligations relating to the Sites.  
Moreover, the Settlement Agreement will allow the Trust to  
liquidate and resolve the Disputed Claim in excess of $20,000,000  
represented by the EPA Claim.  
  
The Trust Advisory Committee has given its consent to the terms  
of the Settlement Agreement after written notice by the  
Distribution Trust Representative.

                          *     *     *

Judge Rosenthal approves the settlement.

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


CANWEST MEDIA: S&P Puts B- Rating on Planned $748M Sr. Sub. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' subordinated
rating to Winnipeg, Manitoba-based CanWest Media Inc.'s proposed
US$748 million 8% senior subordinated notes due Sept. 15, 2012, to
be issued under Rule 144A with registration rights.  The loan is
rated two notches below the long-term corporate credit rating,
reflecting its junior position in the company's capital structure.
At the same time, Standard & Poor's affirmed its 'B+' long-term
corporate credit rating.  About US$631 million of the new
subordinated notes will be issued in exchange for the Hollinger
Participation Trust (the trust) senior notes due 2010, with the
remainder to fund costs related to the completion of the exchange
offer and windup of the trust.  The outlook is stable.

The company had about C$2.3 billion in debt outstanding at
May 31, 2004.

"The ratings on CanWest Media reflect its weak credit measures,
high debt leverage, and competitive operating environment.  These
factors are partially offset by the company's leading Canadian
market position and business diversity afforded by its newspaper
publishing and television broadcasting assets, which help mitigate
the effect of the advertising revenue and newsprint price cycles,"
said Standard & Poor's credit analyst Lori Harris.  The company
benefits from a favorable regulatory environment in Canada that
limits foreign competition and ownership.  Furthermore, CanWest
Media's investment in Australia-based Network Ten has generated
meaningful cash flow for the company given Network Ten's solid
operating performance.

CanWest Media's business diversity was demonstrated earlier in
2004, helping to offset segment cyclicality.  Revenues decreased
by 2% in the nine months ended May 31, 2004, compared with the
same period a year earlier due to the divestiture of certain
newspapers last year and weakness in advertising sales related to
the company's Canadian television broadcasting operations (about
35% of total revenues).  Pro forma, the revenue decline was
partially offset by better performance in the company's Canadian
newspaper division (55%) and international media operations (10%),
which include interests in television and radio in Australia, New
Zealand, and Ireland.

The stable outlook reflects Standard & Poor's expectations that
CanWest Media will maintain its solid business profile,
particularly its broadcast television audience, newspaper
readership, and circulation market shares.  In addition, the
company is expected to maintain credit ratios in line with its
ratings in the medium term.


CATHOLIC CHURCH: Tucson Honoring Workers' Compensation Claims
-------------------------------------------------------------
Judge Marlar authorizes the Diocese of Tucson to continue to honor
prepetition Worker's Compensation Claims totaling $43,411 per
month.

For Claims exceeding a $5,000 Self-Insured Retention, Tucson will
pay the monthly amount but will be reimbursed by its Excess
Insurance Carrier for the excess.

In instances where no amount of monthly payment is shown, Tucson
believes that either the amount has not yet been set or, in most
cases, the amounts are nor regular monthly payments but may relate
to payments for medical visits.

Tucson also obtained permission to continue to honor $12,110 of
Property Insurance Claims.  

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)


COMDISCO HOLDING: Settles M. Henriquez's & G. Howard's Claims
-------------------------------------------------------------
Comdisco Holding Company, Inc. (OTC:CDCO) reported the settlement
of all claims and counterclaims between and among the Reorganized
Debtor and creditors Manual Henriquez and Glen Howard. The
settlement has been approved by the United States Bankruptcy Court
in Chicago and payments to Henriquez and Howard have been made
according to the parties' settlement agreement.

Based on a preliminary investigation conducted in 2002, Comdisco
believed in good faith that there was evidence to prove claims
against Creditors Henriquez and Howard. However, following
extensive pretrial discovery, Comdisco has withdrawn all claims of
wrongdoing against Creditors.

The Reorganized Company has determined that Creditors Henriquez
and Howard are entitled to incentive compensation due for their
past services at Comdisco Ventures. Accordingly, Henriquez and
Howard will withdraw all claims for unpaid compensation.

All claims in this case have been dismissed with prejudice. Both
parties are pleased that the matter has been fully settled and
resolved.

                        About the Company

Comdisco filed for chapter 11 protection on July 16, 2001 (Bankr.
N.D. Ill. Case No. 01-24795), and emerged from chapter 11
bankruptcy proceedings on August 12, 2002. The purpose of
reorganized Comdisco is to sell, collect or otherwise reduce to
money in an orderly manner the remaining assets of the
corporation. Pursuant to Comdisco's plan of reorganization and
restrictions contained in its certificate of incorporation,
Comdisco is specifically prohibited from engaging in any business
activities inconsistent with its limited business purpose.
Accordingly, within the next few years, it is anticipated that
Comdisco will have reduced all of its assets to cash and made
distributions of all available cash to holders of its common stock
and contingent distribution rights in the manner and priorities
set forth in the Plan. At that point, the company will cease
operations and no further distributions will be made. John Wm.
"Jack" Butler, Jr., Esq., Charles W. Mulaney, Esq., George N.
Panagakis, Esq., Gary P. Cullen, Esq., N. Lynn Heistand, Esq.,
Seth E. Jacobson, Esq., Andre LeDuc, Esq., Christina M. Tchen,
Esq., L. Byron Vance, III, Esq., Marian P. Wexler, Esq., and
Felicia Gerber Perlman, Esq., at Skadden, Arps, Slate, Meagher &
Flom, LLP, represented Comdisco before the Bankruptcy Court. Evan
D. Flaschen, Esq., and Anthony J. Smits, Esq., at Bingham Dana
LLP, served as Comdisco's International Counsel.


CORONET FOODS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Coronet Foods, Inc.
        P.O. Box 6688
        Wheeling, West Virginia 26003

Bankruptcy Case No.: 04-03822

Type of Business: The Debtor supplies fresh-cut products
                  to chain restaurants and retailers.
                  See http://www.coronetfoods.com/

Chapter 11 Petition Date: October 29, 2004

Court: Northern District of West Virginia (Wheeling)

Judge: L. Edward Friend II

Debtor's Counsel: Charles J. Kaiser Jr., Esq.
                  Denise Knouse-Snyder, Esq.
                  Phillips, Gardill, Kaiser & Altmeyer PLLC
                  61 14th Street
                  Wheeling, WV 26003
                  Tel: 304-232-6810
                  Fax: 304-232-4918

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
J. W. Long (Note Payable)                $7,523,778
P.O. Box 3127
Palm Beach, FL 33480

Oella Capital, Inc.                      $3,951,551
P.O. Box 3127
Palm Beach, FL 33480

Coronet Foods, Inc. Western Div.         $1,713,811
P.O. Box 6862
Wheeling, WV 26003

AIM Dedicated Logistics                    $941,952
1500 Trumbull Road
Girard, OH 44420

Drifting Sunshine                          $436,304
111 East High Street
Liberty, IN 47353

H.L. Real Estate (Rent)                    $340,000
P.O. Box 6688
Wheeling, WV 26003

Piedmonte                                  $315,276
Produce, Farming & Marketing
16490 Telegraph Road
Holley, NY 14470

Interest on J.W. Long Note                 $288,889
P.O. Box 3127
Palm Beach, FL 33480

Consumer Produce                           $226,644

Box USA                                    $175,460

Earl Henderson Trucking                    $156,449

Manpower/Mancan                            $156,337

Van Dyke Farms                             $138,441

State Garden                               $119,763

Pacific Collier Fresh                      $105,982

Varsity Produce                            $100,413

Total Packaging                             $99,843

Fresh Veg. Tech.                            $92,374

Growers Express                             $90,990

Wcis Buy                                    $80,246


CPC DEVELOPMENT: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: CPC Development Company
        999 West Riverside Avenue
        Spokane, Washington 99201

Bankruptcy Case No.: 04-07982

Chapter 11 Petition Date: October 29, 2004

Court: Eastern District of Washington (Spokane/Yakima)

Judge: Patricia C. Williams

Debtor's Counsel: Michael D. Currin, Esq.
                  Witherspoon, Kelley, Davenport, Toole
                  422 West Riverside Avenue, Suite 1100
                  Spokane, WA 99201
                  Tel: 509-624-5265
                  Fax: 509-458-2717

Total Assets: $2,400,070

Total Debts:  $6,595,661

Debtor's 9 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
RWR Management, Inc.          Judgment                $6,500,000
                              Secured Value:
                              $2,400,000

Cowles Publishing Company     Tax Advances               $53,892

Spokane County Treasurer      Property Taxes             $28,378

RPS II, LLC                   Payroll Advances           $13,234

ADT Security Systems          Security Monitoring            $86

Sonitrol of Spokane           Security Contract              $68

Avista                        Utilities                       $1

City of Spokane Utilities     Utilities                       $1

Qwest                         Telephone                       $1


DAN RIVER: Gets Financing Commitments to Back Chapter 11 Exit
-------------------------------------------------------------
Dan River Inc. (OTC:DVERQ) has received financing commitment
letters from potential lenders for the funding required to emerge
from Chapter 11 in January 2005. Dan River's Chairman and CEO,
Joseph L. Lanier, Jr. said, "This is a significant milestone on
the road to our emergence from Chapter 11 early next year."

In addition, Dan River reported that on November 1, 2004 the
Bankruptcy Court granted approval for the Company to use cash
collateral to fund its current and ongoing operations and
approved, on an interim basis, an additional new $10 million
senior secured credit facility to be provided by certain of the
Company's existing bondholders. The new $10 million facility will
be in addition to and senior to the Company's existing $110
million Debtor-in-Possession (DIP) revolving credit facility and
$35 million DIP term loan, which have been in place since the
Company filed a voluntary petition to restructure its business and
operations under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court for the Northern District of
Georgia on March 31, 2004. Obligations under these facilities at
the time of the bankruptcy filing were $118.4 million. Obligations
as of November 1, 2004 were $99.5 million. Obligations under the
existing DIP facilities are expected to remain outstanding but not
increase until paid upon confirmation of the Company's plan of
reorganization. A final hearing on the new $10 million credit
facility will be held on December 9, 2004.

The Company obtained the additional financing when it could not
reach an agreement with its existing DIP lenders regarding certain
non-financial covenants and the Company determined that it was in
the best interest of creditors to seek alternative financing.
Certain of the Company's bondholders agreed to provide the new
$10 million facility which, as noted above, will be senior to the
existing DIP credit facility.

The use of cash collateral and the new $10 million senior secured
credit facility are expected to provide adequate funding for the
Company's operations through the conclusion of the Chapter 11
process. The Company has obtained a court date for the hearing on
confirmation of its Plan of Reorganization on January 4, 2005,
which is the last step required for emergence from bankruptcy.

"We are pleased that the Court granted us access to our cash
collateral and approved the new $10 million bondholder credit
facility," Mr. Lanier said. "The new facility indicates the faith
the bondholders have in the future of Dan River and it provides
the liquidity and flexibility we need through the anticipated
conclusion of our Chapter 11 case early next year.

Headquartered in Danville, Virginia, Dan River Inc.
-- http://www.danriver.com/-- is a designs, manufactures and  
markets textile products for the home fashions, apparel fabrics
and industrial markets. The Company and its debtor-affiliates
filed for chapter 11 protection on March 31, 2004 (Bankr. N.D. Ga.
Case No. 04-10990). James A. Pardo, Jr., Esq., at King & Spalding
represents the Debtors in their restructuring efforts. When the
Debtors filed for protection from their creditors, they listed
$441,800,000 in total assets and $371,800,000 in total debts.


DII/KBR: Wants to Hire Mesirow LLC as Restructuring Accountants
---------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Pennsylvania had previously authorized the DII Industries, LLC and
its debtor-affiliates to employ KPMG, LLP, to perform
restructuring accounting and tax accounting services.  On
September 16, 2004, KPMG, LLP, sold KPMG Corporate Recovery
Services to Mesirow Financial Consulting, LLC.  In connection with
the sale, all of the KPMG Corporate Recovery professionals and
staff assigned to the Debtors' Chapter 11 cases are now employed
by Mesirow.  Mesirow is a wholly owned subsidiary of Mesirow
Financial Holdings, Inc., formed for the purpose of acquiring KPMG
Corporate Recovery.

The Debtors state that KPMG has undertaken the responsibilities
described in the KPMG Order and until the KPMG Sale Closing Date,
continued to render services to them within the scope of its
engagement.

To assure continuity in the rendering of services provided by the
KPMG professionals prior to the Sale, the Debtors seek the
Court's authority to employ Mesirow as their restructuring
accountants in connection with their Chapter 11 cases, nunc pro
tunc to September 16, 2004.

The Debtors believe that Mesirow's professionals and staff have
diverse experience and extensive knowledge in the fields of
bankruptcy and restructuring.  By virtue of their prior engagement
while at KPMG, these professionals and staff are familiar with the
Debtors' businesses, books, records and financial information, as
well as the events occurring in the Debtors' reorganization cases.

As the Debtors' needs for accounting services have not changed
significantly since they employed KPMG, and because all of the
KPMG Corporate Recovery members are now employed by Mesirow as of
the Sale Closing, the Debtors anticipate that Mesirow will render
virtually the same restructuring accounting services authorized
under the KPMG Order, including, without limitation:

    (a) advice and assistance in preparation of reports or filings
        as required by the Court or the Office of the United
        States Trustee, including, but not limited to, schedules
        of assets and liabilities, statement of financial affairs,
        mailing matrix and monthly operating reports;

    (b) advice and assistance regarding financial information for
        distribution to creditors and other parties-in-interest,
        including, but not limited to, analyses of cash receipts
        and disbursements, financial statement items and proposed
        transactions for which Court approval is sought;

    (c) assistance with implementation of bankruptcy accounting
        procedures as required by the Bankruptcy Code and
        generally accepted accounting principles;

    (d) assistance in preparing documents necessary for
        confirmation, including financial and other information;
        and

    (e) if necessary, assistance with claims resolution
        procedures, including analyses of creditors' claims by
        type and entity, provided, however, that:

        -- Mesirow will not assess the existence, validity, or
           magnitude of claims, or assist in the formulation of a
           reorganization plan to resolve claims, including any
           potential claim(s) held by Committees; and

        -- Mesirow will not assess the existence, validity, or
           magnitude of claims against the Debtors or their
           Estates, or negotiate the terms of the Plan with them.

To the extent that KPMG continues to be employed by the Debtors in
some capacity, Mesirow will coordinate any services performed at
the Debtors' request with KPMG's services, as appropriate, to
avoid duplication of effort.

As in the case with KPMG, Mesirow's compensation for professional
services rendered to the Debtors will be based on the hours
actually expended multiplied by the applicable hourly billing
rate, subject to a 10% discount.  Subject to the 10% discount, the
Debtors have agreed to pay Mesirow for professional services
rendered at its normal and customary hourly rates:

    Senior Managing Directors/Managing Directors   $590 - 650
    Senior Vice-Presidents                          480 - 570
    Vice-Presidents                                 390 - 450
    Senior Associates                               300 - 360
    Associates                                      190 - 270
    Paraprofessionals                               140

Mesirow will also be reimbursed for necessary out-of-pocket
expenses incurred.

Mesirow has not received a retainer from the Debtors.

Thomas D. Bibby, Mesirow's Senior Managing Director, assures the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).  Moreover, Mesirow does not hold or represent an
interest adverse to the Debtors' estates.

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: To Webcast 2nd Qtr. Earnings Release on Nov. 9
---------------------------------------------------------
DIMON Incorporated (NYSE:DMN) will report financial results for
its second quarter ended September 30, 2004 at 4:00 PM Eastern
Time on Tuesday, November 9, 2004. Following the release of its
financial results, DIMON will hold a conference call with
investors at 5:00 PM ET. The call will be broadcast live through
the DIMON website; to listen to the call, please visit
http://www.dimon.com/fifteen minutes in advance to register. A  
replay will also be available shortly after the call.

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 yesterday, Dimon 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.


DIMON INCORPORATED: Moody's Confirms Single-B Ratings
-----------------------------------------------------
Moody's Investors Service confirmed the ratings of DIMON
Incorporated and assigned a stable outlook, following the waivers
and amendment granted by bondholders and banks of the company's
technical defaults on its bonds and bank facilities.  This
concludes the review initiated on October 13, 2004.

Ratings confirmed:

   * Issuer rating at B2
   * Senior implied rating at B1
   * $200 million senior notes due 2011 at B1
   * $125 million senior notes due 2013 at B1

The ratings confirmation reflects the stabilization of liquidity
brought by the waivers and amendments.  On October 11, 2004, DIMON
sought consent of waivers of previous defaults under the
limitation on restricted payments covenant under the indentures
related to the payment of dividends to holders of the company's
common stock, and investments in a majority-owned subsidiary.   
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.  On
November 1, 2004, DIMON obtained a waiver of the defaults under
all debt, and an amendment under the indenture allowing it to make
dividend payments not to exceed $3.525 million in any quarter
without regard to a consolidated interest coverage ratio test
until June 30, 2005.

The ratings reflect the company's strong position in the leaf
trading industry, conservativeness of its procurement policy, and
solidity of its relationship with its clients.  They also reflect
the strong bargaining power of these clients, which induces margin
pressure, the volatility of crop supplies, minimal worldwide
demand growth for tobacco, and 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).

The stable outlook reflects Moody's expectation of an improvement
in DIMON's cash flow over performance in the first three quarters
of fiscal 2005.  At the end of the first quarter of 2005, retained
cash flow (after working capital) minus capital expenditures was
at $(19) million, reflecting a more difficult operating
environment for DIMON in Brazil.  Moody's expects that these
metrics largely reflect timing issues and will significantly
improve in its next two quarters once Brazilian procured and
processed tobacco is shipped to clients, who have committed to
make these purchases (as is usual practice in the industry).
Should retained cash flow (after working capital) minus capital
expenditures fail to become positive in the next two quarters, the
ratings would come under pressure.

Based in Danville, Virginia, DIMON is the world's second largest
dealer of leaf tobacco with operations in more than 30 countries.
At the end of the first quarter of facial year 2005, its total
last twelve months revenue was $1.2 billion.


DOUBLECLICK: S&P Places 'B' Corporate Credit Rating on CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on DoubleClick Inc. on CreditWatch with negative
implications following the company's announcement that it has
retained Lazard Freres & Co. to explore strategic options,
including a sale of part or all of its businesses,
recapitalization, extraordinary dividend, share repurchase or a
spin-off.  The announcement followed the company's downward
revision of its 2004 operating outlook last week.

The New York, New York-based online advertising technology
provider had total debt outstanding of $135 million at
September 30, 2004.

"The CreditWatch listing is based on concerns that an
extraordinary dividend or share repurchase could significantly
erode DoubleClick's liquidity and business unit(s) sale could
reduce revenue diversity," said Standard & Poor's credit analyst
Andy Liu.  While online advertising volume has increased over the
past several quarters from the lows of 2001 and 2002, pricing on
DoubleClick's ad serving service has been constrained by
competition and stronger client leverage, postponing meaningful
improvement in credit measures.  In the meantime, the company has
sufficient liquidity with about $500 million in cash and
marketable securities and modestly positive discretionary cash
flow to withstand normal business volatility.

The rating could be negatively affected by an increase in the debt
level, erosion of liquidity, or reduction in business diversity.
Standard & Poor's will evaluate the effect of the company's chosen
strategic option on its business diversity, capital structure, and
liquidity in resolving the CreditWatch listing.


DRAIN DOCTOR INC: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Drain Doctor, Inc.
        2372 South Redwood Road
        West Valley City, Utah 84119

Bankruptcy Case No.: 04-37784

Type of Business: The Debtor provides plumbing and heating
                  services.  See http://www.draindoctorutah.com/

Chapter 11 Petition Date: November 2, 2004

Court: District of Utah (Salt Lake City)

Judge: Glen E. Clark

Debtor's Counsel: Franklin L. Slaugh, Esq.
                  880 East 9400 South, Suite 103
                  Sandy, UT 84094
                  Tel: 801-572-4412

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

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


DURA AUTOMOTIVE: S&P Slices Corporate Credit Rating to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Rochester Hills, Michigan-based Dura Automotive Systems
Inc. to 'B+' from 'BB-'.  The ratings were removed from
CreditWatch, where they were placed on September 15, 2004.  The
outlook is negative.

"We took the action because of our expectation that the company
will be unable to pay down its very high debt load and reduce
financial risk in line with previous expectations," said Standard
& Poor's credit analyst Martin King.  "Dura's balance sheet is
highly leveraged, and credit protection measures are weak for the
rating.  Should the company fail to generate sufficient free cash
flow to reduce debt levels, or if liquidity becomes very
constrained, ratings could be lowered."

Dura, a manufacturer of automotive components, has total debt,
including operating leases and off-balance-sheet accounts
receivable financing, totaling $1.3 billion.

Challenging industry conditions have caused Dura's earnings and
cash flow generation to fall short of the levels expected at the
beginning of the year.  Reduced vehicle production, higher raw
material costs, and intense pricing pressure from customers with
deteriorating market shares are pressuring Dura's operating
performance.  Although sales increased 9% through the first nine
months of 2004, this was partly because of an acquisition and
foreign currency effects.

Dura's liquidity position is adequate, with $175 million of cash
on hand on September 30, 2004.  Bank covenant restrictions,
however, limited combined cash and borrowing availability to $138
million. Liquidity will likely become much more constrained by the
end of the year when the company's financial covenants tighten.  
In addition, the planned termination of certain customer accounts
receivable acceleration programs will require Dura to finance more
of its working capital assets on its balance sheet.

Dura's $325 million senior secured debt continues to be rated one
notch above the corporate credit rating, reflecting the strong
likelihood of 100% recovery of principal in the event of default
or bankruptcy.


ELAN FINANCE: Moody's Rates Planned $850M Sr. Unsec. Debt at B3
---------------------------------------------------------------
Moody's Investors Service assigned a rating of B3 to the proposed
new senior unsecured debt offering of Elan Finance plc, an
indirect subsidiary of Elan Corporation plc.  The rating outlook
is stable.

The existing ratings of Elan remain under review for possible
upgrade, and Moody's anticipates that they will be upgraded upon
successful completion of the new debt offering and tender offer
for 90% of the EPIL III notes.  Moody's placed the ratings of Elan
Corporation plc (Caa2 senior implied) under review for possible
upgrade on October 29, 2004.

The new senior notes are being sold in privately negotiated
transactions without registration under the Securities Act of 1933
under circumstances reasonably designed to preclude a distribution
thereof in violation of the Act. The issue has been designed to
permit resale under Rule 144A.

The B3 rating on Elan's new senior notes primarily reflects the
improvement in Elan's liquidity assuming the debt offering and
EPIL III tender are successful.  Moody's anticipates that
successful EPIL III refinancing removes the likelihood of a near-
term default, which had been Moody's primary concern since the
ratings were lowered to the Caa-category in November 2002.  
Moody's acknowledges that Elan has been successful in executing
its turnaround and avoided a default on its LYONs in December 2003
and the EPIL II debt securities in June 2004.  The company
completed a number of asset sales and product divestitures, and
exited the questionable joint ventures that were related to
accounting questions.  In addition, Elan recently announced it
expects to settle the outstanding SEC investigation and
shareholder class actions for approximately $55 million net of
insurance recoverables, removing a key uncertainty.

The B3 rating also recognizes the potentially significant
opportunities provided by the product Antegren because of its
apparent efficacy advantage over existing multiple sclerosis
treatments, which together comprise a $4 billion market currently.
Relative to the existing treatments, Antegren's Phase II data
appears to indicate a more significant clinical effect, and
Moody's expects that positive Phase III data will be reported in
the near term.  Elan and its partner BiogenIDEC will share equally
in the earnings of Antegren.  A second product in Elan's pipeline,
Prialt for acute pain, may be launched in early 2005. In addition,
Elan and BiogenIDEC continue Antegren in Phase III trials for
Crohn's disease in the U.S. and in Phase II trials for rheumatoid
arthritis.

Despite these opportunities, Moody's remains concerned about
Elan's high debt levels, the significant rate of cash use, and the
extremely high reliance upon Antegren to eventually reverse the
cash flow deficits.  Pro forma for recent refinancing, we expect
that Elan's debt will total approximately $2 billion, which is
very high relative to the uncertain prospects for generating
positive free cash flow.  Moody's estimates a free cash flow
deficit in the $350 million range for 2004, and that this rate
could accelerate because it includes cash flows from products
already divested and because the Antegren launch will be
expensive.  While Moody's believes the Antegren opportunity is
large, factors that could influence its uptake include its method
of administration (IV rather than self-injected), pricing and
reimbursement, and competitor response.  These factors make it
difficult to estimate at what point Elan may become cash flow
positive (Moody's believes it is unlikely before 2007).  Elan's
remaining core products, Azactam and Maxipime, face patent
expirations in 2006 and 2008 respectively.

Ratings assigned:

   * Elan Finance plc:

     -- B3 fixed-rate senior notes and floating rate senior notes
        totaling $850 million due 2011 (guaranteed by Elan
        Corporation plc and subsidiaries)

Ratings remaining under review for possible upgrade:

   * Elan Corporation plc

     -- Caa2 senior implied, would likely move to B3
     -- Caa2 issuer rating, would likely move to Caa1

   * Athena Neurosciences Finance, LLC

     -- Caa2 senior notes of $650 million due 2008 (guaranteed by
        Elan Corporation plc), would likely move to B3 assuming
        subsidiary guarantees

   * Elan Pharmaceutical Investments III Ltd.

     -- Caa2 senior notes of $390 million due 2005 (guaranteed by
        Elan Corporation plc), would likely move to B3

The B3 rating on the new senior notes reflects guarantees from
Elan Corporation plc as well as from each of its existing and
future material restricted subsidiaries other than:

   (1) EPIL III;

   (2) certain subsidiaries of Elan representing less than 3% of
       Elan's assets, revenues, income; and

   (3) certain future foreign subsidiaries.

Moody's views the subsidiary guarantees as significant because
these subsidiaries hold the intellectual property for Antegren,
Maxipime and Azactam, as well as certain fixed assets including
manufacturing plants.

Moody's anticipates upgrading the Athena notes to B3, based on the
assumption that Elan will extend subsidiary guarantees to these
notes.

Moody's anticipates upgrading EPIL III to B3, based on:

   (1) the guarantee from Elan Corporation plc;

   (2) the expected tender offer for 90% of the EPIL III notes;
       and

   (3) the coverage provided by EPIL III's investment portfolio.

The anticipated upgrade to Caa1 of the issuer rating reflects its
unsecured, non-guaranteed position in Elan's capital structure.

Moody's does not rate Elan's $460 million convertible notes due
2008.

Elan is a specialty pharmaceutical company headquartered in
Dublin, Ireland, with current areas of pharmaceutical focus in
neurology, pain management and autoimmune diseases.


ENRON CORP: Asks Court to Approve Corestaff Settlement Agreement
----------------------------------------------------------------
Enron Corp., Enron North America Corp., Enron Energy Services
Operations, Inc., and Enron Net Works LLC want to settle disputes
with Corestaff Support Services, Inc., Comensura, Inc., Corestaff
Texas Associates LP, and Corestaff Services, LP.

Martin A. Sosland, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that prior to the Petition Date, Enron non-debtor
subsidiary Enron Supply Corp. and CoreStaff entered into a
certain Service Agreement dated December 11, 2000.  Under the
Service Agreement, CoreStaff provided personnel to temporarily
serve several Enron-related entities.  When the Service Agreement
was later amended and assigned to CoreStaff affiliate Comensura,
effective June 25, 2001, the scope of services provided changed
in a manner as to provide for:

    -- contract employee tracking and reporting;
    -- centralized contract management; and
    -- consolidated invoicing.

Due to reduction of vendor markups in connection with contract
staffing, the Service Agreement yielded an average annual savings
in excess of $3 million to the Enron companies.

Subsequent to the Petition Date, the Enron Debtors filed their
Schedules of Assets and Liabilities reflecting sums owed to
CoreStaff, some of which are disputed, totaling $1,379,846.  On
October 15, 2002, CoreStaff filed 12 claims relating to unpaid
fees for staffing services in unsecured non-priority amounts:

    Claim No.            Claim Amount         Scheduled Amount
    ---------            ------------         ----------------
      15210                  $172,066                 $154,174
      15758                   249,638                  201,942
      15759                    15,170                    2,776
      15760                   566,661                  546,562
      15762                    14,483                    9,331
      15763                   347,448                  317,565
      15764                    20,986                   16,810
      15765                       110                      110
      15996                    28,773                   13,982
      15997                    30,088                   28,986
      15761                       489            Not Scheduled
      15766                        46            Not Scheduled
                           ----------
                           $1,445,959
                           ==========

On November 14, 2003, the Debtors filed an adversary proceeding
against CoreStaff seeking to recover amounts paid to CoreStaff
within the Debtors' 90-day preference period, or in the
alternative, seeking to recover amounts paid to CoreStaff within
the one-year period prior to the Petition Date as fraudulent
transfers.  The Adversary Proceeding sought to recover
approximately $1.9 million from CoreStaff.

Enron and Comensura recently negotiated a new Master Service
Agreement effective through December 31, 2005.  Mr. Sosland tells
the Court that the terms and conditions under the New Agreement
are equally favorable to those under the Service Agreement.

The parties desire to compromise and settle all issues regarding
the Scheduled Liabilities, the Claims and the Adversary
Proceeding.  The parties engaged in extensive, arm's-length and
good faith negotiations and discussions concerning the settlement
matters.

The principal terms of the Settlement are:

    (a) The Debtors will cause the Adversary Proceeding to be
        dismissed with prejudice;

    (b) CoreStaff will withdraw the Claims by filing a Notice of
        Withdrawal;

    (c) The Debtors' schedules will be deemed amended to
        extinguish all Scheduled Liabilities;

    (d) Enron Supply and Comensura will terminate the Service
        Agreement; and

    (e) Comensura and Enron will enter into and execute the New
        Agreement.

Mr. Sosland contends that the compromise and settlement
constitutes the exchange of reasonably equivalent value between
the parties and is reasonable and fair.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the Court to approve the Settlement
Agreement.

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)


FOXMEYER CORP.: Trustee Turning $2.3 Mil. Over to U.S. Trustee
--------------------------------------------------------------
Unable to locate 320 creditors owed $2,278,441, Bart A. Brown,
Jr., the chapter 7 trustee overseeing the liquidation of FoxMeyer
Corporation and its debtor-affiliates' estates, proposes to turn
those funds over to the United States Trustee.  Mr. Brown tells
the Honorable M. Bruce McCullough that he's making the request
pursuant to 11 U.S.C. Sec. 347.  That section of the Bankruptcy
Code, however, says that a chapter 7 trustee should turn unclaimed
distributions over to the Court, to be held for 5 years and then
absorbed into the U.S. Treasury.  Mr. Brown's motion will come
before Judge McCullough for a hearing on Nov. 18.  Objections, if
any, must be filed and served by Nov. 15.

The FoxMeyer story is remarkable. FoxMeyer was the fourth-largest
pharmaceutical distributor in the United States in 1996, with $5
billion in annual sales. When FoxMeyer's chapter 11 cases
converted to chapter 7 proceedings, the estate had $16 million of
cash on hand and creditors had filed claims totaling more than $6
billion. Many creditors sold their claims for less than 25 cents-
on-the-dollar in 1997.  More than seven years later,
administrative, priority and secured claims are paid in full and
unsecured creditors are slated to receive a total 64.4%
distribution on account of their allowed claims.

FoxMeyer Corporation, FoxMeyer Drug Company, and their
subsidiaries, filed for chapter 11 protection on August 27, 1996
(Bankr. D. Del. Case Nos. 96-1329 through 96-1334). The estates
were substantively consolidated and, on Nov. 8, 1996,
substantially all of the pharmaceutical distributor's business
operations were sold to McKesson Corporation. On March 18, 1997,
the Debtors' chapter 11 cases were converted to chapter 7
liquidation proceedings and Mr. Brown was elected to serve as the
Chapter 7 Trustee.


FRIEDMAN'S INC: Expects to Default Under Credit Loan Covenants
--------------------------------------------------------------
Friedman's Inc. (OTC: FRDM.PK), the Value Leader in fine jewelry
retailing, anticipates a default under certain of the financial
covenants contained in its amended and restated credit facility
which it had entered into earlier this year. In particular,
Friedman's expects that it will fail to meet cumulative EBITDA
requirements for the period ending Oct. 30, 2004, constituting a
default under its term loan, and will fail to meet a minimum ratio
of Accounts Payable to Inventory as of Oct. 30, 2004, constituting
a default under both its term loan and its revolving loan.

Friedman's is currently in discussions with its senior lenders
under the credit facility regarding the amendment of its covenants
to eliminate the default. While there can be no assurance of
obtaining the amendment, Friedman's believes that it will be able
to obtain the requisite amendment from its senior lenders. "Since
finalizing the new credit facility and the Trade Creditor Support
Program, we have been working with our vendors to get the
inventory levels back to more normalized levels," said Sam Cusano,
CEO of Friedmans. "We know our vendors are working through various
production processes, but until we get caught up, and as we
implement a more prudent credit program, there will be continued
pressure on sales and EBITDA. We appreciate our vendors and our
lenders working with us through this difficult time."

                        About the Company

Founded in 1920, Friedman's Inc. is a leading specialty retailer
based in Savannah, Georgia. The Company is the leading operator of
fine jewelry stores located in power strip centers and regional
malls. For more information, go to: http://www.friedmans.com/  

                  Loan Renegotiated in September

Friedman's completed the restructuring of its senior secured
credit facility in September 2004. The new facility consists of a
senior revolving loan of up to $67.5 million (maturing in 2006)
and a $67.5 million junior term loan (maturing in 2007).
Friedman's issued some warrants to Farallon Capital Management,
L.L.C., in connection with that transaction.

Friedman's also entered into a secured trade credit program
providing security to vendors. Part of the deal allows Friedman's
to stretch payment of invoices past due in July 2004 through 2005.

The company's most recently published balance sheet -- dated
June 28, 2003 -- shows $496 million in assets and $190 million in
liabilities. The Company explains that its year-end closing
process was delayed because of an investigation by the Department
of Justice, a related informal inquiry by the Securities and
Exchange Commission, and its Audit Committee's investigation into
allegations asserted in a August 13, 2003, lawsuit filed by
Capital Factors Inc., a former factor of Cosmopolitan Gem
Corporation, a former vendor of Friedman's, as well as other
matters. Ernst & Young has been working on a restatement of the
company's financials. The company's signaled that a 17% or
greater increase to allowances for accounts receivable can be
expected.


FRIEDMAN'S INC: Names Richard Hettlinger Chief Financial Officer
----------------------------------------------------------------
Friedman's Inc. (OTC: FRDM.PK), the Value Leader in fine jewelry
retailing, has named Richard Hettlinger Chief Financial Officer.
Mr. Hettlinger, a retail veteran with more than 30 years of
experience, served as CFO most recently with The Walking Company.
Mr. Hettlinger has also served as CFO of Paul Harris Stores, and
three divisions of The May Department Stores: the Famous-Barr
Company, L.S. Ayres and M. O'Neil Company, as well as serving as
President and CEO of Heartland Industries.

"Rick is an extremely experienced executive who brings not only
many years as a financial expert but also many years as a retail
executive," said Allan Edwards, Executive Chairman of the Board of
Friedman's. "I know he will be a tremendous asset and addition to
the management team we have assembled over the past several
months."

Mr. Hettlinger commented "I see a great opportunity for
Friedman's. I know we face challenges, but I look forward to being
part of the team that brings success back to Friedman's."

                        About the Company

Founded in 1920, Friedman's Inc. is a leading specialty retailer
based in Savannah, Georgia. The Company is the leading operator of
fine jewelry stores located in power strip centers and regional
malls. For more information, go to: http://www.friedmans.com/  

Friedman's completed the restructuring of its senior secured
credit facility in September 2004. Friedman's completed the
restructuring of its senior secured credit facility. The new
facility consists of a senior revolving loan of up to $67.5
million (maturing in 2006) and a $67.5 million junior term loan
(maturing in 2007). Friedman's issued some warrants to Farallon
Capital Management, L.L.C., in connection with that transaction.

Friedman's also entered into a secured trade credit program
providing security to vendors. Part of the deal allows Friedman's
to stretch payment of invoices past due in July 2004 through 2005.

This week, Friedman's says it can't meet the covenants under the
restructured loan facility.  

The company's most recently published balance sheet -- dated
June 28, 2003 -- shows $496 million in assets and $190 million in
liabilities. The Company explains that its year-end closing
process was delayed because of an investigation by the Department
of Justice, a related informal inquiry by the Securities and
Exchange Commission, and its Audit Committee's investigation into
allegations asserted in a August 13, 2003, lawsuit filed by
Capital Factors Inc., a former factor of Cosmopolitan Gem
Corporation, a former vendor of Friedman's, as well as other
matters. Ernst & Young has been working on a restatement of the
company's financials. The company's signaled that a 17% or
greater increase to allowances for accounts receivable can be
expected.


GAS TRANSMISSION: S&P's Rating Jumps to 'A-' from 'CC'
------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Gas
Transmission Northwest Corp. from 'CC' to 'A-'.  The outlook is
negative.

Gas Transmission's standalone credit quality reflects an
above-average business profile and a somewhat weak financial
profile.  The credit rating on Gas Transmission is capped by the
consolidated credit strength of TransCanada Pipelines Ltd.
(TransCanada; A-/Negative/--), its 100% owner.  On Nov. 1, 2004,
TransCanada purchased GTN from National Energy & Gas Transmission
Inc. for $1.7 billion in total proceeds.

"The rating on [Gas Transmission] will be capped by the rating on
TransCanada because Standard & Poor's generally takes the view
that a weaker parent can siphon assets form a subsidiary during
periods of financial distress or burden the subsidiary with
liabilities," said credit analyst Michelle Dathorne.

Gas Transmission's solid competitive position is based on low
shipping tariffs, long-term firm contracts, a low cost structure,
assets in excellent physical condition, and access to sizable
Canadian natural gas reserves.  This access helps maintain market
share and promotes healthy long-term growth opportunities.  Gas
Transmission, which delivers about 30% of California's gas needs,
is the only pipeline that transports Canadian gas into California.
Gas Transmission operates at almost 100% reliability and
consistently maintains a greater than 99% load factor.  In
addition, 99% of its load comes from contracts greater than one
year.  The average contract life is 13.3 years.
Its customer base is predominantly made up of investment-grade
entities; however, the shipper quality has deteriorated recently,
and 23% of Gas Transmission's volumes derive from Pacific Gas &
Electric Co. (BBB-/Stable/--).

The negative outlook reflects the outlook on TransCanada.  To the
extent the ratings or outlook change on TransCanada, the ratings
on Gas Transmission may be affected.  The rating on TransCanada
will cap the rating on Gas Transmission.


GENTEK INC: Retains Goldman Sachs to Assist in Possible Sale
------------------------------------------------------------
GenTek (OTC Bulletin Board:GETI), having strengthened its balance
sheet and repositioned its core businesses through a
reorganization completed in November 2003 and the sale of KRONE in
May 2004, has retained Goldman, Sachs & Co. to assist the
diversified manufacturer in exploring strategic alternatives.
These alternatives could include the possible sale of the company
in its entirety.

"As a result of GenTek's significantly improved operating
performance, financial condition and prospects for continued
growth, the board of directors has decided that now is the
opportune time to explore our alternatives for enhancing
shareholder value, potentially by selling the company as a whole
to a buyer who can build on our accomplishments," said Richard R.
Russell, president and chief executive officer.

No decision has been made as to whether there will be a sale or
any other transaction involving GenTek, and there is no assurance
that any transaction will be completed as a result of this review.

Headquartered in Hampton, New Hampshire, GenTek Inc. --
http://www.gentek-global.com/-- is a technology-driven  
manufacturer of communications products, automotive and industrial
components, and performance chemicals. The Company filed for
Chapter 11 protection on October 11, 2002 (Bankr. D. Del. Case No.
02-12986) and emerged on Nov. 10, 2003 under the terms of a
confirmed plan that eliminated $670 million of debt and delivered
94% of the equity in Reorganized GenTek to the Company's secured
lenders. Old subordinated bondholders took a 4% slice of the
equity pie and prepetition unsecured creditors shared a 2% stake
in the Reorganized Company. Old Equity Interests were wiped out.
Mark S. Chehi, Esq., and D.J. Baker, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring. When the Debtors filed for protection from its
creditors, they listed $1,219,554,000 in assets and $1,456,000,000
in liabilities.


GMAC COMM'L: Moody's Rates Four Classes Low-B & Junks Two Classes
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of eight classes
and downgraded the ratings of six classes of GMAC Commercial
Mortgage Securities, Inc., Series 2000-C1 Mortgage Pass-Through
Certificates as follows:

   -- Class A-1, $59,388,777, Fixed, affirmed at Aaa
   -- Class A-2, $537,173,000, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $37,395,000, Fixed, affirmed at Aa2
   -- Class C, 41,794,000, Fixed, affirmed at A2
   -- Class D, $8,798,000, Fixed, affirmed at A3
   -- Class E, $30,796,000, WAC, affirmed at Baa2
   -- Class F, $15,398,000, WAC, affirmed at Baa3
   -- Class G, $21,997,000, Fixed, downgraded to Ba2 from Ba1
   -- Class H, $15,398,000, Fixed, downgraded to B1 from Ba2
   -- Class J, $6,599,000, Fixed, downgraded to B2 from Ba3
   -- Class K, $8,798,000, Fixed, downgraded to B3 from B1
   -- Class L, $10,998,000, Fixed, downgraded to Caa3 from B2
   -- Class M, $6,599,000, Fixed, downgraded to Ca from B3

As of the October 15, 2004 distribution date, the transaction's
aggregate balance has decreased by approximately 8.2% to
$808.0 million from $879.9 million at closing.  The Certificates
are collateralized by 130 mortgage loans secured by commercial and
multifamily properties.  The pool includes one shadow rated loan
representing 5.2% of the pool and a conduit component representing
94.8% of the pool.  The loans range from less than 1.0% of the
pool to 5.7% of the pool with the top 10 loans representing 31.2%
of the pool.  Four loans, representing 5.0% of the pool, have
defeased and have been replaced by U.S. Government securities.
Five loans have been liquidated from the pool, resulting in
aggregate realized losses of approximately $6.3 million.

Six loans, representing 6.1% of the pool, are in special
servicing.  Moody's has estimated aggregate losses of
approximately $13.6 million for all of the specially serviced
loans.

Moody's was provided with year-end 2003 operating results for
97.8% of the performing loans in the pool. Moody's loan to value
ratio -- LTV -- for the conduit component is 89.8%, compared to
85.2% at securitization.  The downgrade of Classes G through M is
due to lower overall pool performance, realized and expected
losses from the specially serviced loans and LTV dispersion.  
Based on Moody's analysis, 20.1% of the conduit pool has a LTV
greater than 100.0%, compared to 1.0% at securitization.  Four of
the top ten loans are watchlisted by the master servicer
including:

      * the second largest loan -- Equity Inns,
      * the 5th largest loan -- Freeman Webb Portfolio,
      * the 6th largest loan -- Minnesota Industrial Venture, and
      * the 7th largest loan -- Citation Club on Palmer Ranch.

The 9th largest loan -- Fairlane Commerce Park and the 10th
largest loan -- Concorde Place Apartments are in special
servicing.

The shadow rated loan is the Equity Inns Portfolio Loan
($42.0 million - 5.2%), which represents a 50.0% participation
interest in two cross collateralized loans secured by a portfolio
of 19 extended stay and limited service hotels.  The properties
are located in 13 states, total 2,453 guestrooms and are flagged
by:

      * AmeriSuites (5),
      * Hampton Inn (6),
      * Homewood Suites (3), and
      * Residence Inn (5).

The portfolio's financial performance has been impacted by weak
market conditions in many of the cities in which the hotels are
located.  Moody's current net cash flow is $5.5 million, compared
to $8.2 million at securitization.  The portfolio's weighted
average RevPAR for 2003 is $50.96, compared to $68.05 at
securitization.  Moody's current shadow rating is Ba3, compared to
Baa3 at securitization.

The top three conduit loans represent 13.6% of the outstanding
pool balance.  The largest conduit loan is the 80 Lafayette Street
Loan ($46.4 million - 5.7%), which is secured by a 261-unit
multifamily property located in New York City.  The property is
master leased to New York University, which uses the property for
student housing.  Moody's LTV is 78.5%, compared to 84.3% at
securitization.

The second largest conduit loan is referred to in the prospectus
as the First Union Tower Loan ($35.9 million - 4.4%), which is
secured by a 378,000 square foot Class A office building located
in the CBD of Baltimore, Maryland.  The property's occupancy has
declined from 97.0% at securitization to 92.1% currently, with
leases for approximately 21.0% of the property expiring by the end
of 2006.  The Baltimore CBD market occupancy has declined from
91.6% in 2000 to 83.4% as of the second quarter of 2004.  The
property's two largest tenants are Wachovia Bank (Moody's senior
unsecured rating Aa2), which leases 27.3% of the building under a
long-term lease expiring in 2016 and a regional law firm occupying
20.7% of the building.  Moody's LTV is 77.4%, essentially the same
as at securitization.

The third largest conduit loan is the World Savings Center Loan
($28.3 million - 3.5%), which is secured by a 270,000 square foot
Class A office building located in the CBD of Oakland, California.  
The property is 91.9% occupied, compared to 98.0% at
securitization.  The Oakland CBD market occupancy has declined
from 97.1% in 2000 to 87.4% as of the second quarter of 2004.  The
building is anchored by World Savings and Loan Association
(affiliate of World Savings Bank; Moody's senior unsecured rating
Aa3), which occupies 54.5% of the building on a lease that expires
in December 2007.  Moody's LTV is 79.1%, essentially the same as
at securitization.

The pool's collateral is a mix of:

      * multifamily (32.0%),
      * office and mixed use (25.5%),
      * retail (18.5%),
      * industrial and self storage (12.7%),
      * hotel (6.3%), and
      * U.S. Government securities (5.0%).

The collateral properties are located in 32 states.  The highest
state concentrations are:

      * New York (13.2%),
      * California (12.4%),
      * Florida (8.2%),
      * Texas (8.1%), and
      * Maryland (6.2%).

All of the loans are fixed rate.


GREAT PLAINS: Declares $0.415 Per Share Quarterly Dividends
-----------------------------------------------------------
Great Plains Energy Incorporated's (NYSE: GXP) Board of Directors
declared a quarterly dividend of $0.415 per share on its common
stock. This action continues Great Plains Energy's indicated
annual dividend level of $1.66 per share. The common dividend is
payable, December 20, 2004, to shareholders of record as of
November 29, 2004. The shares will begin to trade ex-dividend on
November 24, 2004. The Board of Directors also declared regular
dividends on the preferred stock, payable March 1, 2005, to
shareholders of record on February 7, 2005. The shares will begin
to trade ex-dividend on February 3, 2005.

                        About the Company

Great Plains Energy Incorporated (NYSE:GXP) headquartered in
Kansas City, MO, is the holding company for Kansas City Power &
Light Company, a leading regulated provider of electricity in the
Midwest; and Strategic Energy LLC, a competitive electricity
supplier. The Company's Web site is www.greatplainsenergy.com

                          *     *     *

As reported in the Troubled Company Reporter's June 8, 2004
edition, Standard & Poor's Ratings Services assigned its
preliminary rating of 'BBB-' to Great Plains Energy Inc.'s senior
and subordinated unsecured debt securities, and 'BB+' to the
trust-preferred securities filed by the energy holding company
under a $648.2 million shelf registration filed with the SEC on
April 15, 2004.

At the same time, Standard & Poor's affirmed the company's
ratings, including the 'BBB' corporate credit rating. The
affirmation incorporates the expectation that a significant
portion of any debt issuance under the shelf will be used for debt
refinancing or repayment. The outlook is stable.


GUARDIAN SECURITY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Guardian Security Inc.
        3100 South Valley View Boulevard
        Las Vegas, Nevada 89102

Bankruptcy Case No.: 04-21228

Type of Business:  The Company provides security services.

Chapter 11 Petition Date: November 2, 2004

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsels: Matthew L Johnson, Esq.
                   Lavelle & Johnson, P.C.
                   3016 West Charleston Boulevard, Suite 210
                   Las Vegas, Nevada 89102
                   Tel: (702) 822-2640

Total Assets:    $69,300

Total Debts:  $2,000,290

Debtor's 20 Largest Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Internal Revenue Service      941 Taxes               $1,700,000
Ogden, Utah 84201

Enterprise Fleet Service      Multiple Auto              $28,900
8290 South Arville            Leases
Las Vegas, Nevada 89139

Richard Bouldin               Loan to Business           $25,839
5700 Sligo Street
Las Vegas, Nevada 89130

Employment Security Division                             $17,237

Berkeley Regional Insurance   Worker's Compensation      $14,303
                              Insurance

Primus Financial              Chevy S-10                 $13,722
                              Value of Security:
                              $13,000

Primus Financial              2003 Chevy Malibu          $12,600
                              Value of Security:
                              $10,000

Triad Financial               2003 Chevy S-10            $12,500

Nuvell Credit Corporation     2003 Chevy S-10            $11,939
                              Value of Security:
                              $9,000

Arco Gas Pro                  Fuel Account                $6,500

Employment Development                                    $5,995
Department - California

Sprint PCS                    Cell Phone                  $5,879

DeSutter, Kerr & Associates   Proposal Consultant &       $5,000
                              Contract Preparation

Premium Financial             Liability Insurance         $5,000

Littler Mendelson             Attorney's Fees             $4,500

Frontier Radios               Radio Antenna               $3,420

Chevron                       Gas Card                    $2,019

GC Services Limited           Cellular Carrier            $2,000
Parnership

Shell                         Gas Card                    $1,900

SBC                           Reno, Nevada Phone          $1,019
                              Service


HCA INC: Stock Purchase Plan Cues Moody's to Downgrade Ratings
--------------------------------------------------------------
Moody's Investors Service lowered the debt ratings of HCA Inc.
(sr. unsecured notes to Ba2 from Ba1) following the company's
announcement that it will purchase approximately $2.5 billion of
its stock in a one-time transaction.  The rating outlook is
stable.  This concludes Moody's review, which was initiated on
October 13, 2004.  At the same time, Moody's assigned an SGL-3
speculative grade liquidity rating to HCA.

Ratings downgraded:

   * HCA Inc.:

     -- senior unsecured note ratings to Ba2 from Ba1;
     -- senior implied rating to Ba2 from Ba1;
     -- issuer rating to Ba2 from Ba1;
     -- senior shelf rating to (P) Ba2 from (P)Ba1.

Rating assigned:

   * HCA Inc.:

     -- SGL-3 speculative grade liquidity rating.

This rating action is based on Moody's concerns that:

   (1) the company is willing to increase leverage at a time when
       HCA and the sector are experiencing less favorable volume
       and uninsured patient trends; and

   (2) the possibility that HCA will need to rely on additional
       debt-financed share buybacks, which may keep debt at higher
       levels.

In contrast to HCA's earlier share buyback programs, which have
been smaller in size and have been executed over a period of time,
Moody's believes that this one-time, "accelerated" stock purchase
transaction represents higher risk to creditors because of the
company's willingness to increase leverage during a period of less
operational certainty.  HCA continues to see softness in its
admissions growth trend and a rising percentage of uninsured
patients.  Other risk factors include concentration risk in Texas
and Florida, with recent storm damage estimated to lower earnings
in fiscal 2004 and possibly beyond.

Reliance on share buybacks in a lower earnings growth environment
that offers limited acquisition opportunities reinforces Moody's
concerns regarding future growth prospects for the for-profit
hospital industry in general, but for HCA in particular, given its
size and its focus on metropolitan markets.  Moody's understand
that this transaction is considered "one-time" in nature; however,
because of the possibility of slower earnings growth and continued
lack of acquisition targets, Moody's believe that HCA may need to
continue a share buyback strategy to grow shareholder value in the
future, which may cause cash flow to debt ratios to remain at
lower levels over an extended period of time.  Following this
transaction, HCA's debt to capitalization ratio is expected to
rise to about 70% and will not be consistent with management's
previously articulated year-end 2005 target of lowering debt to
capitalization to the high-40% to low-50% range.  Further,
operating and free cash flow to adjusted debt ratios will likely
fall to an estimated 21% and 6%, respectively, during fiscal 2005.

Positive factors incorporated in the Ba2 rating include HCA's
position as the largest hospital company in the nation, with a
large portfolio of hospitals providing it with scale and a
relatively high level of market diversity.  In addition, despite
concentration in Texas and Florida, HCA has good market presence
in both its eastern and western groups, with generally favorable
local inpatient market shares.

The stable rating outlook considers steps that management is
taking to address industry-wide pressures and assumes that net
income and earnings growth will improve.  For example, the company
has been focused on instituting better triage procedures within
its emergency rooms.  On the expense side, we understand that
management is seeking to control labor costs and reduce costs
associated with new technology.

If HCA is able to show evidence of deleveraging and restraint in
large share buyback programs, such that cash flow from operations
and free cash flow to adjusted debt ratios can be sustained in the
mid-20% range and 10-15% range, respectively, a return to a higher
rating level could be considered.  If HCA engages in very large
acquisitions or share buyback initiatives, or if volume trends or
reimbursement levels weaken significantly, causing cash flow to
adjusted debt to fall below current levels, the ratings could be
downgraded.

The assignment of the SGL-3 rating reflects the company's adequate
liquidity position and is heavily weighted by the need for HCA to
refinance a $1.5 billion, six-month bank loan, which will be used
to help fund its stock buyback transaction.  Moody's believes that
HCA will need to rely on other external sources of liquidity to
repay this short-term loan.  The company's Ba2 long-term ratings
and stable outlook assume that HCA will be able to refinance this
short-term debt within a very short period of time.  Inability to
refinance would have negative implications for HCA's long-term and
SGL ratings.  In terms of bank covenants, while HCA should be able
to comfortably meet its interest coverage ratio test, a newly
amended debt to capitalization covenant (set at 75%) may be fairly
tight initially.  The SGL-3 also considers HCA's good cash flow
capabilities that should be sufficient to support ongoing
operating needs, absent this refinancing.  In addition, HCA's
assets are largely unencumbered. (For further details, please
refer to Moody's Speculative Grade Liquidity Assessment for HCA.)

HCA Inc., headquartered in Nashville, Tennessee is the nation's
largest acute care hospital company with 190 hospitals.


HEALTH NET: S&P Pares Rating to 'BB+' from 'BBB-' After Review
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Health Net Inc. (NYSE:HNT) to 'BB+' from 'BBB-' and
removed it from CreditWatch.

Standard & Poor's affirmed or lowered its counterparty credit and
financial strength ratings on Health Net's various operating
subsidiaries and removed them from CreditWatch.  The outlook on
all these companies is negative.

Standard & Poor's took these rating actions in connection with its
assessment of Health Net's key competitive profile issues and
diminished financial performance.  "The ratings reflect our belief
that Health Net's market profile has been and continues to be
stressed by its diminished competitive standing in the Northeast
relative to peers," explained Standard & Poor's credit analyst
Joseph Marinucci.  "We also believe that Health Net's earnings
quality has been diminished by adverse business development in
various health plan segments.  Furthermore, cash flow is being
pressured by lower profitability, TRICARE funding requirements,
and changes related to payment methodology."

Standard & Poor's now considers only Health Net's California
operations as being core to the health plan group because of the
unit's significant contribution to consolidated revenue, earnings,
cash flow, and membership.  All other health plan companies are
now considered either strategic or nonstrategic because of their
less well-developed market profiles and less-stable profitability
trends.

Factors in support of the revised ratings include Health Net's
relatively conservative holding company metrics and well-
established core market operations.  Standard & Poor's also
considers Health Net's Government Contracts Division to be
significantly beneficial because it produces meaningful earnings
and cash-flow diversity for the consolidated enterprise.

The negative outlook reflects Standard & Poor's concerns about the
less-predictable nature of Health Net's operating performance and
the potential for sustained operational challenges. If Health Net
were to materially underperform relative to Standard & Poor's
revised 2004 expectations or experience additional financial or
operational challenges in 2005, the ratings could be lowered
further.


HELLER EQUIPMENT: Unexpected Recoveries Lift S&P's Ratings
----------------------------------------------------------
Moody's Investors Service upgrades the ratings on asset-backed
securities issued by Heller Equipment Receivables Trust 1999-2.
The complete rating actions are as follows:

Issuer: Heller Equipment Asset Receivables Trust 1999-2

        * Class A-4 Notes, rating upgraded to Aa3 from A1;
        * Class B Notes, rating upgraded to A3 from Baa2;
        * Class C Notes, rating upgraded to Baa1 from Ba3;
        * Class D Notes, rating upgraded to Baa3 from B3;
        * Class E Notes, rating upgraded to B3 from Ca.

The ratings upgrades are due to higher than expected recoveries
since the last rating action.  As of the January 2003 distribution
date, cumulative gross losses totaled $25.8 million (7% of the
original principal balance of the pool) with realized recoveries
of $11.5 million.  As of the October 2004 distribution date,
cumulative gross defaults have increased slightly to
$26.1 million, with total recoveries improving to $20.63 million.  
To date, recoveries on defaulted loans in the transaction have
totaled 79% of the defaulted principal balance and additional
recoveries are expected by the servicer.

Notes from the 1999-2 transaction were initially placed on review
for possible downgrade in October 2001.  The review action was due
to deterioration in credit performance of the pools and
uncertainty regarding future recoveries.  The pool has a
concentration in the manufacturing and printing sectors, which
were negatively impacted by the most recent recession.  The Class
A-4, B, C, D, and E notes in the 1999-2 transaction were
downgraded in January 2002 and again in September 2002 due to
credit deterioration.

The contracts were originated by Heller Financial, Inc. In October
2001, Heller Financial was acquired by General Electric Capital
Corporation (Aaa/Prime-1), which is a wholly owned subsidiary of
General Electric Company (Aaa/Prime-1).


HERBST GAMING: S&P Puts B- Rating on Planned $150M Sr. Sub. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Herbst Gaming Inc.'s proposed $150 million senior subordinated
notes.  It is expected that proceeds from the notes will be used
to fund the previously announced acquisition of Grace
Entertainment Inc. and to pay fees and expenses.

In addition, Standard & Poor's affirmed its 'B+' rating on the
company's $175 million secured revolving credit facility and
raised its recovery rating to '2' from '3', indicating Standard &
Poor's assessment that lenders would experience a substantial
(80%-100%) recovery of principal upon default.

Concurrently, other ratings on the Las Vegas, Nevada-based slot
machine route operator, including the 'B+' corporate credit
rating, were affirmed.  The outlook is stable.  Pro forma for the
Grace acquisition, about $544 million of debt was outstanding at
September 30, 2004.

"The higher bank loan recovery rating is due to the substantially
larger asset base that the company now possesses resulting from
the Grace acquisition, which was partially funded with
subordinated debt," said Standard & Poor's credit analyst Peggy
Hwan.


HOLLINGER INC: Conrad Black Departs as Chairman & CEO
-----------------------------------------------------
Hollinger Inc. (TSX: HLG.C; HLG.PR.B) reported the resignation of
Conrad Black as Chairman, Chief Executive Officer and a director
of Hollinger.  Lord Black's resignation took effect at 10:00 a.m.
(Eastern Standard Time) on November 2, 2004.

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.

                        About the Company

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.


INSTRON CORP: S&P's Withdraws B & CCC+ Ratings
----------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating and 'CCC+' subordinated debt rating on Canton,
Massachusetts-based Instron Corp. Instron designs, develops, and
manufactures material- and structures-testing systems used
primarily in R&D and quality control applications by Fortune 500
companies, government agencies, and universities.

"We acted at the company's request," said Standard & Poor's credit
analyst Heather Henyon.


INTERSTATE GENERAL: Refinances Approx. $7.4 Million Debt
--------------------------------------------------------
Interstate General Company L.P. (Amex: IGC; PCX) refinanced the
debt of approximately $7,415,000, on its Towne Center South
property and other parcels in St. Charles, Maryland. The debt was
refinanced through First Bank and Trust Company of Illinois on
September 23, 2004. This refinancing allowed the Company to cure
its loan that was in default with Collateral Mortgage Capital, LLC
and to reduce its monthly cash requirement for debt service
payments.

The St. Charles properties encumbered under this loan total
approximately 94 saleable acres. This land was appraised during
the refinancing process. The Cushman & Wakefield Illinois, Inc.
appraisal, dated July 19, 2004, reports a market value of
$23,150,000.

The principal amount of the FB&T mortgage is $7.4 million. The
following is a brief description of the loan terms and conditions:

      a) the term of the loan is 18 months,

      b) the interest rate is Prime plus 4.5%, with a floor of
         8.5%,

      c) the loan provides an interest and tax reserve account
         totaling $1,060,000, which should cover interest and
         taxes for the term of the loan, and

      d) the loan requires that the lender be paid an exit fee
         ranging from one to two percent with each principal
         repayment. This loan matures on March 23, 2006.

It is the Company's plan to retire the entire debt through land
sales.

The refinancing of the Brandywine property closed on October 12th,
2004. As part of the refinancing, the bank required that
Interstate Business Corporation be the borrower as opposed to IGC.
Therefore, in connection with the refinancing of the Brandywine
property in Prince Georges County, Maryland, owned by Brandywine
Investment Associates, LP, the Company sold its 99 percent general
partner interest in St. Charles Associates, L.P., the general
partner of BIA. The sale was to the Company's affiliate, IBC. The
sale price was $5.4 million, plus 50 percent of IBC's general
partner share of SCA's remaining cash flow. At closing, IGC
received payment of $1.2 million (included in the foregoing
selling price) from IBC in the form of a credit against working
capital advances previously made by IBC to IGC. IGC will collect
the remainder of the sales price as cash flow is available from
the Brandywine project.

The lender is M&T Mortgage Corporation. The refinancing paid off
more than $7 million of indebtedness to Mercantile Mortgage
Corporation, the previous lender. In connection with the
refinancing, additional collateral was posted by IBC, having a
value at the time of closing of approximately $7.5 million. The
proceeds of the financing repaid about $2.7 million previously
advanced by IGC to SCA/BIA. IGC has no continuing obligation to
advance funds to SCA or BIA. Future development costs for
Brandywine, not funded under the development loan, will be the
obligation of IBC.

Based on current projections of net revenues from the sale and
development of the Brandywine property, IBC could realize a profit
of approximately $800,000, payable in 2007 or later, as a result
of its acquiring IGC's general partner interest in SCA. The
independent directors of IGC approved the transaction between IGC
and IBC after determining that the terms and conditions of the
foregoing transactions were fair to IGC and at least as favorable
to IGC as those available generally for substantially comparable
transactions between unrelated parties.

                        About the Company

Interstate General Company L.P.. The Group's principal activities
are to develop and sell residential and commercial land and to
find innovative solutions for disposal of municipal waste. The
real estate activities include community development, development
and ownership of rental apartments and real estate management
services. The Group also pursues waste disposal contracts with
municipalities and government entities as well as industrial and
commercial waste generators.

                        Financial Position

Mr. Wilson's January 20, 2004 letter to unitholders summarized
IGC's current financial position. In short, with the exception of
Puerto Rico, IGC is not able to fund waste project development
efforts, pending outside project-by-project investor funding.
IGC's first priority is to obtain an equity investor(s) for its
Puerto Rico project.

On the real estate side, IGC's two priorities are, (a) obtain an
equity investor in its Brandywine project, and (b) complete land
permitting for its Towne Center South apartment project and
refinance the underlying 30-acre parcel.

The Company received a "going concern" qualification in the
opinion of its independent auditors for its 2002 financial
statements. The Company has received a similar qualification in
its independent auditor's opinion for its 2003 financial
statements. The Company expects to incur further losses in 2004
and to be severely constrained financially unless and until an
equity investor is obtained for its Brandywine project and
development equity is obtained for its Puerto Rico waste project.


K&F IND: Moody's Rates Sr. Sec. Loans B2 & Junks Sr. Sub. Notes
---------------------------------------------------------------
Moody's Investors Service downgraded the senior implied rating of
K&F Industries, Inc. to B2 from B1, and has assigned ratings to
the company's proposed senior secured credit facilities and senior
subordinated notes.  The purpose of the proposed facilities is to
partially fund the acquisition of K&F by Aurora Capital Group for
$1.06 billion in cash, including re-financing of existing debt.  
Aurora and certain investors will contribute approximately
$315 million in equity (PIK preferred and common stock) for the
purchase.  This completes a review for possible downgrade that was
initiated on October 20, 2004.

The downgrade reflects Moody's view that this recapitalization
will result in K&F operating with a much more aggressively
leveraged capital structure than in the past.  This will
considerably reduce the company's financial flexibility and credit
metrics, and leave it more vulnerable to any downturn in the
aircraft sector or an increase in competitive pressures.  Pro
forma for the transaction, EBIT/interest declines to around 2.0x
from 2.4x (LTM Sept. '04) and debt/EBITDAR rises to 6.6x from 3.4x
(LTM Sept. '04).  Moody's recognizes that the management of K&F
has demonstrated a strong track record of operating with high
leverage and reducing debt over time, as evidenced in the period
following the 1997 LBO.  The rating agency believes, however, that
over the intermediate-term the level of debt being taken on in
this transaction will result in debt protection measures remaining
weaker than historic levels.  Notwithstanding less robust credit
metrics, K&F should continue to benefit from important operating
strengths.  These include the company's position as one of the
world's leading sole source suppliers of aircraft wheels, brakes
and anti-skid systems, and aircraft fuel tanks, its large
diversified customer base, its technological expertise, and
capable management.

The stable outlook reflects Moody's expectations that although
leverage will remain high over the next few years, a healthy
operating environment should result in a modest amount of free
cash flow generation that could be applied to moderately reduce
debt balances over time.

The affected ratings include:

   * Senior implied rating downgraded to B2 from B1
   * Unsecured issuer rating downgraded to B3 from B2

In addition, these ratings have been assigned:

   * $50 million senior secured revolving credit facilities due
     2010, rated (P) B2

   * $430 million senior secured term loan B due 2012, rated (P)
     B2

   * $365 million senior subordinated notes due 2014, rated (P)
     Caa1

The ratings outlook is stable.

The ratings on the existing bank credit facilities, which will
remain in effect under their original terms until closing, have
been confirmed.  The company has indicated that these facilities
will be fully repaid and cancelled upon closing of the
transaction, at which time the ratings for these facilities will
be withdrawn.  In addition, the company intends to use proceeds
from the transactions to retire the existing $145 million 9-1/4%
senior subordinated notes due 2007 and $250 million 9.625% senior
subordinated notes due 2010 by way of a tender offer.  Since
tender includes a consent solicitation that would strip holders of
any remaining notes of essentially all covenant protection
currently enjoyed under those notes' indentures, these ratings
remain under review for possible downgrade.  The ratings on these
notes would be withdrawn if 100% of the outstanding amounts are
successfully tendered and the issues are cancelled.  However, if
less than 100% of the outstanding amounts are tendered, Moody's
would likely lower the ratings of any remaining notes after these
transactions are completed to levels below that of the new senior
subordinated notes.

K&F's ratings had been placed on review for possible downgrade
following the announcement that the company had signed a
definitive agreement to sell the company to Aurora Capital Group.
Moody's has reviewed the terms of the proposed financing
associated with the transaction and has assessed the impact that
the re-capitalization of the company will have on the future
credit fundamentals of the company.  Moody's recognizes that the
company had successfully reduced debt after prior re-
capitalization programs, but that the current transaction will
employ a degree of leverage that is considerably higher than in
the past.  Also, through the acquisition by Aurora, the creation
of a new management group leaves uncertainties as to the risk
tolerance of management going forward, although this is mitigated
by continued involvement of Bernard Schwartz and K&F management.
Hence, Moody's believes that the new highly-levered capital
structure will diminish the company's cash flow generation and the
margin of protection in meeting its debt service requirements,
increasing overall credit risk associated with the company, which
is reflected in the rating downgrades.

The ratings continue to consider the Company's modest size with
respect to its pro-forma debt load (balance sheet debt will equal
about 2x revenue and this does not include the preferred equity at
the holding company), the high proportion of intangible assets
(80% of pro forma total assets), the majority of which is
goodwill, and the negative net worth position.  However, the
ratings are supported by the Company's record of consistently
strong operating performance and track record of rapid debt
reduction.  As a leading manufacturer and supplier of aircraft
braking systems, the company has successfully employed a business
model that has secured strong returns on development investments
on a number of smaller, high-cycle aircraft platforms over many
years.  Ratings could be subject to downward revision if
competitive pressures increase in the aviation after market sector
in which the company operates, slowing revenue growth and
decreasing margins, or if the company were to substantially
further increase debt levels, resulting in retained cash flow
generation below 7% of total debt for a prolonged period of time.
Conversely, the rating outlook could improve if stronger than
expected operating performance were to allow the company to repay
debt more quickly than expected, reducing debt to less than 5x
EBITDA.

Upon close of the proposed transactions, K&F's senior debt will
double, from $395 million as of September 2004, to $795 million.
This results in high balance sheet leverage, with debt
representing about 89% of total capital (excluding the proposed
$215 million PIK preferred shares at the holding company level).
As this purchase essentially leaves the company's management and
business operations unchanged, total debt increases from about
3.5x LTM EBITDA (as of September 2004) to over pro forma 6.5x
(6.6x on a lease-adjusted basis).  While operating income will not
be greatly affected by the transactions, increased interest
expense associated with the re-capitalization will affect net
earnings and cash flows. Pro forma interest expense increases as a
result of the transaction, which Moody's estimates results in
interest coverage (EBIT/Interest) around 2.0x and free cash flow
to debt well under 10%.  In Moody's opinion, this illustrates
substantial deterioration in credit protection owing to the
increase in debt.

The ratings continue to be supported by the company's record of
consistently strong operating performance and debt reduction.
Moody's believes this is largely due to the primary advantage of
K&F's business model, whereby the company invests in the
development of wheel and brake systems for various aircraft in the
early phase of their production cycles, thus securing the
company's position as sole-source provider of after market parts
on those platforms under a stable and reliable pricing system,
well into the full lives of such aircraft.  Since the November
2002 re-capitalization, K&F has been able to reduce debt by $40
million (about 9%), having reduced debt more dramatically in the
period between the prior recapitalization (1997) and 2002.  Over
the past five years the company's revenue base and EBITDA have
remained steady, averaging about $356 million and $114 million per
year respectively.  LTM Sept. 2004 EBITDA was $115 million,
compared to $107 million in FY 2003, reflecting improved results
in the commercial aviation sector.  The Company has maintained
consistently high operating margins, as gross profit levels have
ranged between 41% and 44% of sales over the past three years (42%
in LTM Sept. 2004).  CAPEX levels have been moderate, ranging
between $5 million and $10 million over the last five years, less
than 5% of revenues annually.  Strong cash flows have enabled the
company to reduce debt from $435 million as of December 2002 to
$395 million as of September 30 2004.  Debt/EBITDA reduced from
4.5x in upon close of the 2002 recapitalization to 3.5x in prior
to this transaction.

The ratings also positively reflect the Company's position as one
of the world's leading sole source suppliers of aircraft wheels,
brakes and anti-skid systems, and aircraft fuel tanks for
commercial and military aircraft, and the significant aftermarket
portion of the business.  The Company serves a large diversified
customer base, with an installed base of over 27,000 aircraft.  
The U.S. Government is the single largest client with 26% of 2003
sales on an installed base of about 11,000 aircraft.  The ratings
further consider the Company's technological expertise (only U.S.
aircraft wheel and brake manufacturer to offer anti-skid brake
systems), high barriers to entry, and the Company's focus on short
haul/frequent take-off and landing aircraft, which require a
higher level of replacement brake parts.

The (P) B2 rating assigned to the $480 million senior secured
credit facilities, the same as B2 the senior implied rating,
reflects the senior position that these facilities hold in the new
debt structure, although lacking the benefit of robust asset
coverage.  These facilities are guaranteed by all of the company's
subsidiaries, and are secured on a first priority basis by all
assets of the company and its subsidiaries.  The company will have
an estimated $1.4 billion in total assets on its balance sheet
upon completion of the acquisition and associated re-financing.  
Intangible assets, mostly goodwill arising from the acquisition by
Aurora Capital, will represent a large portion of this
(approximately $1.1 billion), resulting in negative tangible
equity.  The remaining asset base is largely comprised of fixed
assets ($62 million, mostly vessels) and accounts receivable ($41
million) and inventory ($50 million).  Moody's notes that the
company's assets may not provide adequate coverage to the senior
secured facilities in the event of default, particularly if they
are subject to a distressed sale scenario.  The (P) Caa1 rating
assigned to the $365 million senior subordinaed notes, similarly
guaranteed by all of the company's subsidiaries, reflect the
effective subordination of these notes to a substantial level of
committed and drawn senior secured debt.

K & F Industries, Inc., headquartered in New York City, is a
leading manufacturer of wheels, brakes and brake control systems
for commercial, general aviation and military aircraft through its
subsidiary Aircraft Braking Systems Corporation.  In addition, the
company is the world's leading manufacturer of flexible bladder-
type fuel tanks for aircraft through its subsidiary Engineered
Fabrics Corporation.  2003 revenues totaled $343 million.


KAISER ALUMINUM: Asks Court to Approve Amended USWA Agreements
--------------------------------------------------------------
On February 5, 2004, the Court approved, on an interim basis,
agreements to modify collective bargaining agreements and retiree
benefits, which approved the agreements that Kaiser Aluminum &
Chemical Corporation and Kaiser Bellwood Corporation negotiated
with the United Steelworkers of America, AFL-CIO-CLC, the
International Associations of Machinists & Aerospace Workers, and
the Official Committee of Retired Salaried Employees to terminate
salaried and hourly pension and retiree benefit plans for
applicable retirees and dependents.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, states that pursuant to the terms of the
USWA Agreement, the applicable plans providing for Retiree
Benefits would be terminated and the salaried hourly retirees
would be provided with an opportunity for continued medical
coverage through COBRA or for coverage pursuant to one or more
Voluntary Employee Beneficiary Associations.

In that regard, the VEBAs would be funded by KACC with:

    (a) an initial cash contribution, capped at $36,000,000,
        payable at emergence, but only to the extent that KACC's
        liquidity at that time exceeds $50,000,000;

    (b) a variable cash contribution of a percentage of KACC's
        adjusted pre-tax profit plus, potentially, a share of
        certain asset sale proceeds; and

    (c) a contribution upon the effective date of a reorganization
        plan, likely in the form of equity, based on KACC's
        residual value.

Ms. Newmarch relates that the USWA Agreement also provided that
for every calendar month that KACC remained in bankruptcy after
June 1, 2004, KACC would make certain advances to the VEBAs, which
would be credited against the initial cash contribution and, if
necessary, the variable cash contribution.  The allocable share of
the contributions to the VEBAs, including the VEBA Advances, with
respect to each retiree group is a negotiated percentage
representing the proportion of that retiree group's retiree
benefit claims to all retiree benefit claims.

The USWA Agreement further provided for a termination of the
applicable Pension Plans and the institution of replacement
pension plans.  Under the USWA Agreement, the Debtors' annual
contributions to the new pension plans were to vary, depending on
the age and years of service of the individual employee.  In
addition, with respect to the USWA-represented employees, the
USWA Agreement required KACC to participate in the Steelworkers
Pension Trust, the USWA's multi-employer defined benefit pension
plan.

On March 22, 2004, the Court approved the USWA Agreement on a
final basis.  The effectiveness of the Final Order, however, was
expressly conditioned upon Court approval of an Intercompany
Settlement Agreement.

The Court approved VEBA modifications to the USWA Agreement,
which, among other things, increased the aggregate monthly VEBA
Advance and provided for one-time Initial VEBA Advance.  The VEBA
Modifications Order stated that it would not become effective
until the Final Order became effective.

According to Ms. Newmarch, both the Final Order and the VEBA
Modifications Order expressly preserved the rights of the Pension
Benefit Guaranty Corporation "with respect to the termination of
the pension plans, including the right to later challenge any
replacement pension plans in connection with the PBGC's policy
regarding abusive follow-up plans."  On June 1, 2004, the Court
entered an order that made the USWA Agreement and the VEBA
Modifications effective, subject to certain termination rights.

                 Amended and Restated USWA Agreement

Ms. Newmarch tells the Court that the Debtors and PBGC negotiated
a settlement of certain issues resulting from the PBGC's
opposition to certain features of the Replacement Defined
Contribution Pension Plan, in conjunction with the Debtors'
participation in the SPT, which did not comply with the PBGC
Policies.

Under the settlement, the Debtors proposed to make certain changes
to the replacement pension plans and then negotiated modifications
to the USWA Agreement.  The Debtors and the USWA subsequently
reached an agreement on the modifications, and the USWA ratified
the modifications on September 29, 2004.  The modifications, which
resolve the PBGC's concerns regarding the replacement pension
plans are embodied in the Amended and Restated Agreement and three
letter agreements between KACC and the USWA.  The principal terms
of the Agreements are:

    (a) The Kaiser Aluminum Pension Plan and the Kaiser Aluminum
        Inactive Pension Plan will be terminated and assumed by
        the PBGC;

    (b) Employer contributions to the Defined Contribution Plan
        for active USWA employees previously covered by the
        Terminated Plans will be based on age alone, rather than a
        combination of age and service;

    (c) For certain active USWA-represented employees whose
        Pension Benefits would decrease as a result of the change
        in the Defined Contribution Plan, KACC will make an annual
        $400 cash payment each, subject to an annual $50,000
        aggregate cap;

    (d) Certain retirees and dependents will have an additional
        period to elect continuation coverage consisting of the
        same benefit structure offered to COBRA participants,
        effective the later of:

        -- the month after the PBGC assumes the applicable Plan;
           or

        -- the first of the month after a valid election of
           Continuation Coverage;

    (e) As additional consideration in connection with the Amended
        and Restated Agreement, KACC will make an additional
        $1,000,000 payment to the VEBA upon the satisfaction of
        certain specified conditions, including, among others, the
        Court's approval and the effectiveness of the Amended and
        Restated Agreement, the Intercompany Settlement Agreement,
        and the Debtors' settlement with the PBGC; and

    (f) In connection with KACC's sale of its alumina refinery
        in Gramercy, Louisiana:

        -- any contribution with respect to employees of the
           Gramercy Facility that would have been made to the SPT
           will instead be made to the defined contribution
           pension plan, and KACC will have no obligation to make
           payment to the SPT with respect to any Gramercy
           Facility employee or the defined contribution pension
           plan after the closing date of the Gramercy Facility
           sale; and

        -- the age-based, fixed additional employer contribution
           to the defined contribution pension plan will be
           prorated for 2004 through the closing date of the
           Gramercy Facility Sale.

By this motion, the Debtors ask the Court to approve the Amended
and Restated USWA Agreement, including the Letter Agreements
pursuant to Sections 1113 and 1114 of the Bankruptcy Code.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of  
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.  
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones
Day, represent the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 52;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


L-3 COMMUNICATION: Moody's Puts Ba3 Rating on $650M Sr. Sub. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 ratings to L-3
Communication Corporation's (L-3) $650 million 5-7/8 % senior
subordinated notes due 2015. The company's senior implied rating
is Ba2, with a positive rating outlook. L-3 has a speculative
grade liquidity rating of SGL-1.

The ratings continue to reflect the company's strong operating
performance during a period of rapid growth, through acquisitions
as well as organically, in a strong defense and civilian security
business environment.  Ratings also recognize the company's
ability to reduce debt over the past year, primarily through
conversion of subordinated convertible notes to equity, while
generating substantial levels of free cash flow.  The SGL-1
speculative grade liquidity rating reflects the company's very
good liquidity position (cash and committed credit availability),
the absence of immediately maturing long term debt, the
comfortable margins to its financial covenants and Moody's
expectations that the company will continue to generate cash flow
well in excess of interest and CAPEX over the next 12 months.  The
ratings also recognize the highly acquisitive nature of the
company and the possibility that future acquisitions may reduce
the Company's availability under the revolver.

The positive ratings outlook reflects Moody's expectations that
recently announced acquisitions will contribute to the company's
profitability and operating cash flows over the near term,
supporting further debt reduction, amidst a continued strong
market environment.  Ratings may be subject to upward revision if,
after taking into account operating results from recent
acquisition, the company demonstrates maintenance of free cash
flow in excess of 20% of debt annually, as the company continues
to decrease debt while maintaining its current acquisition pace.  
Conversely, ratings or their outlook could be adjusted downward if
earnings or cash flows from acquired businesses were to fail to
contribute significantly to the company's results, or if margins
and growth on existing businesses were to fall, possibly resulting
in leverage (debt/EBITDA) of over 4.0x or free cash flow falling
to below 10% of debt over a prolonged period.

The Ba3 rating assigned to the proposed notes, one notch below the
L-3's senior implied rating, reflects the notes' junior position
in claim to $750 million in senior secured credit facilities,
which consists of a $500 million revolving credit facility that
matures in 2006, and a $250 million 364-day revolving facility
maturing February 2005.

The proceeds will be used to prepay the company's existing
$200 million 8% senior subordinated notes, which mature in 2008,
as well as for general corporate purposes, including acquisitions.
The company recently announced a September 2004 cash balance of
about $367 million, which will not change dramatically as the
result of these transactions. Combined with approximately
$672 million in availability under L-3's senior secured credit
facility, the company's liquidity position is estimated to be over
$1 billion.

Moody's anticipates that L-3, which has been actively acquiring
companies in the defense sector with complementary business
profiles ($580 million of purchases announced in 2004, through
October), will continue to be acquisitive in the near term, and
may pursue additional financing for future large acquisitions.

The proposed offering of $650 million, which is more than three
times the amount of debt being retired and represents one of the
largest public debt offerings that the company has undertaken to
date, results in a rather sizeable increase in debt.  However,
when considered in context with recent debt reduction initiatives
by way of redeeming convertible notes for common stock, total debt
will have only increased slightly from reported September 2004
levels. As of September 2004 total debt was $2.16 billion,
essentially unchanged from June 2004 ($2.14 billion).  In
addition, the company initiated a full redemption of its
$420 million senior subordinated "CODES" notes due 2011,
converting such notes into 7.8 million shares of L-3 common stock
through October 21, 2004.  As the result of these transactions,
including the new notes offering and retirement of the 2008 notes,
L-3's total debt is estimated to increase only slightly, to about
$2.19 billion, although at lower leverage (approximately 37% of
total capital), by December 2004, with very little impact on the
company's cash balances and no use of the bank credit facilities
required.  Pro forma leverage, before taking into account
estimated earnings from recent acquisitions, is estimated to be
less than 3x debt/EBITDA upon close of these transactions, versus
3.7x as of December 2003.  EBIT/interest coverage is also expected
to be strong, at over 5x.  Also, while the company has undertaken
almost $600 million in acquisitions announced through October
2004, free cash flow is estimated at a robust 20% of post-
transactions debt, before considering contributions from acquired
businesses.  Moody's believes that this cash flow profile, which
will likely be augmented once operating cash flows from acquired
entities materialize, should give the company ample ability to
substantially reduce debt in 2005.

L-3 Communications Corporation, headquartered in New York City and
a wholly-owned subsidiary of L-3 Communications Holdings, Inc., is
a leading provider of Intelligence, Surveillance and
Reconnaissance systems and products, secure communications
systems, aircraft modernization, training and government services,
and is a merchant supplier of a broad array of high technology
products.  Its customers include the Department of Defense,
Department of Homeland Security, selected U.S. government
intelligence agencies and aerospace prime contractors.  L-3 had
LTM September 2004 revenues of $6.5 billion.


LAIDLAW INT'L: Begins Trading on Philadelphia Stock Exchange
------------------------------------------------------------
The Philadelphia Stock Exchange (PHLX) said it began trading three
new options in October 26.

Paxar Corp. (Nasdaq symbol: PXR/) has been allocated to LaBranche
Structured Products, LLC.  It will trade on the March expiration
cycle with initial expiration dates of November, December, March
and June.  Position and Exercise limits have been set at 3,150,000
shares.

Kellwood Co. (Nasdaq symbol: KWD) has been allocated to LaBranche
Structured Products, LLC. Securities.  It will trade on the March
expiration cycle with initial expiration dates of November,
December, March and June.  Position and Exercise limits have been
set at 2,250,000 shares.

Laidlaw International, Inc., (Nasdaq symbol: LI) has been
allocated to LaBranche Structured Products, LLC. Securities.  It
will trade on the February expiration cycle with initial
expiration dates of February, May, August and November.

Position and Exercise limits have been set at 3,150,000 shares.

The Philadelphia Stock Exchange was founded in 1790.  The PHLX
trades 2,000 stocks, 1,500 equity options, 17 sectors index
options and currency options and futures.  For more information
about the PHLX and its products, visit http://www.phlx.com/

Headquartered in Arlington, Texas, Laidlaw, Inc., now known as
Laidlaw International, Inc., -- http://www.laidlaw.com/-- is  
North America's #1 bus operator. Laidlaw's school buses transport
more than 2 million students daily, and its Transit and Tour
Services division provides daily city transportation through more
than 200 contracts in the US and Canada. Laidlaw filed for chapter
11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No. 01-
14099). Garry M. Graber, Esq., at Hodgson Russ LLP represents the
Debtors. Laidlaw International emerged from bankruptcy on June 23,
2003. (Laidlaw Bankruptcy News, Issue No. 51; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


LONG BEACH: Fitch Rates Six Classes Low-B & Junks Two Classes
-------------------------------------------------------------
Fitch has taken rating actions on these Long Beach home equity
issues:

   * Asset Backed Securities Corporation, Long Beach Home Equity
     Loan Trust, series 2000-LB1 Group 1

     -- Classes AF5 and AF6 affirmed at 'AAA';
     -- Class M1F affirmed at 'AA';
     -- Class M2F downgraded to 'BBB-' from 'BBB+';
     -- Class BF downgraded to 'C' from 'CC'.

   * Asset Backed Securities Corporation, Long Beach Home Equity
     Loan Trust, series 2000-LB1 Group 2

     -- Class M1V affirmed at 'AA';
     -- Class M2V downgraded to 'BBB' from 'A';
     -- Class BV downgraded to 'BB-' from 'BBB-'.

   * Long Beach Mortgage Loan Trust, series 2000-1

     -- Classes AF-3, AF-4 and AV-1 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 downgraded to 'BBB-' from 'A';
     -- Class M-3 downgraded to 'CCC' from 'BBB-'.

   * Long Beach Mortgage Loan Trust, series 2001-1

     -- Class A-1 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 downgraded to 'BBB' from 'A';
     -- Class M-3 downgraded to 'BB' from 'BBB'.

   * Long Beach Mortgage Loan Trust, series 2001-2

     -- Class A-1V affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 downgraded to 'BBB' from 'A';
     -- Class M-3 downgraded to 'B' from 'BBB'.

   * Long Beach Mortgage Loan Trust, series 2001-3

     -- Classes A-1 and A-2 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 downgraded to 'BBB+' from 'A';
     -- Class M-3 downgraded to 'B' from 'BBB'.

   * Long Beach Mortgage Loan Trust, series 2001-4 Group 1

     -- Class I-A affirmed at 'AAA';
     -- Class I-M2 downgraded to 'A-' from 'A';
     -- Class I-M3 downgraded to 'B+' from 'BBB'.

   * Long Beach Mortgage Loan Trust, series 2001-4 Group 2

     -- Classes II-A1 and II-A3 affirmed at 'AAA';
     -- Class II-M1 affirmed at 'AA';
     -- Class II-M2 affirmed at 'A';
     -- Class II-M3 downgraded to 'BB-' from 'BBB'.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect approximately $932 million of
outstanding certificates detailed above.  In addition, the
affirmation on class A-1V in series 2001-2 reflects a guaranty
provided by the Federal Home Loan Mortgage Corporation (Freddie
Mac), whose financial strength is rated 'AAA' by Fitch.  The
affirmations on class A-1 in series 2001-3 and class I-A in series
2001-4 reflect a guaranty provided by the Federal National
Mortgage Association (Fannie Mae), whose insurer financial
strength is rated 'AAA' by Fitch.  The negative rating actions are
taken due to worse than expected performance of the underlying
collateral in these deals and affect $623 million of outstanding
certificates detailed above.  No classes were upgraded in this
review.

In series 2000-LB1 Group 1, the high level of losses incurred has
resulted in the full depletion of overcollateralization -- OC.  As
of the October 2004 distribution date, class BF incurred its
second month write-down due to realized losses of $702,719.  The
six-month average monthly loss, after application of excess
spread, is approximately $913,713.  Current 90+ delinquencies
(which, in all cases, include bankruptcies, foreclosures and real
estate owned) equal 30.50%.

In series 2000-LB1 Group 2, the high level of losses incurred has
resulted in the decline of OC, to approximately $13,015,181, or
8.42% of the collateral balance, as of the October 2004
distribution date.  The six-month average monthly loss, after
application of excess spread, is approximately $1,406,721.  
Current 90+ delinquencies equal 41.66%.

In series 2000-1, the high level of losses incurred has resulted
in the decline of OC, to approximately $5,152,718, or 3.21% of the
collateral balance, as of the October 2004 distribution date.
Approximately 62.62% of the mortgage loans have mortgage insurance
provided by MGIC down to 55% LTV.  The six-month average monthly
loss, after application of excess spread, is approximately
$1,061,747. Current 90+ delinquencies equal 37.97%.

In series 2001-1, the high level of losses incurred has resulted
in the decline of OC, to approximately $5,127,663, or 3.82% of the
collateral balance, as of the October 2004 distribution date.
Approximately 60.88% of the mortgage loans (originally 69.82%)
have mortgage insurance provided by MGIC down to 55% LTV.  The
six-month average monthly loss, after application of excess
spread, is approximately $455,029.  Current 90+ delinquencies
equal 38.65%.

In series 2001-2, the high level of losses incurred has resulted
in the decline of OC, to approximately $9,068,652, or 2.69% of the
collateral balance, as of the October 2004 distribution date.  The
six -month average monthly loss, after application of excess
spread, is approximately $1,353,803. Current 90+ delinquencies
equal 35.28%.

In series 2001-3, the high level of losses incurred, combined with
the October 2004 stepdown event, have resulted in the decline of
OC, to approximately $6,911,145, or 3.00% of the collateral
balance, as of the October 2004 distribution date.  The six-month
average monthly loss, after application of excess spread, is
approximately $438,296. Current 90+ delinquencies equal 32.68%.

In series 2001-4 Group 1, the high level of losses incurred has
resulted in the decline of OC, to approximately $13,681,054, or
3.46% of the collateral balance, as of the October 2004
distribution date.  The 6-month average monthly loss, after
application of excess spread, is approximately $490,779.  Current
90+ delinquencies equal 31.45%.

In series 2001-4 Group 2, the high level of losses incurred has
resulted in the decline of OC, to approximately $7,372,818, or
6.40% of the collateral balance, as of the October 2004
distribution date.  The 6-month average monthly loss, after
application of excess spread, is approximately $159,413.  Current
90+ delinquencies equal 30.40%.

Fitch will continue to closely monitor these deals.

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch Ratings
website at http://www.fitchratings.com/


MARINER HEALTH: Launches Cash Tender Offer for 8-1/4% Sr. Sub Debt
------------------------------------------------------------------
Mariner Health Care, Inc. (OTC Bulletin Board: MHCA) will be
commencing a cash tender offer for all of its outstanding 8-1/4%
Senior Subordinated Notes due 2013, in connection with its pending
merger with National Senior Care, Inc.  

In conjunction with the tender offer, Mariner is also soliciting
the consent of holders of the Notes to certain proposed amendments
to the indenture under which the Notes were issued, which proposed
amendments would eliminate substantially all of the restrictive
covenants and certain events of default under the indenture
governing the Notes. The tender offer and consent solicitation are
being made pursuant to an Offer to Purchase and Consent
Solicitation Statement and related Consent and Letter of
Transmittal dated Nov. 2, 2004, each of which sets forth a more
detailed description of the tender offer and consent solicitation.
The tender offer will expire at 5:00 p.m. (EST) on Dec. 1, 2004,
unless extended or terminated. The consent solicitation will
expire at 5:00 p.m. (EST) on Nov. 16, 2004, unless extended or
terminated.

Under the terms of the tender offer, the price paid for each
$1,000 principal amount of Notes validly tendered and accepted for
purchase by Mariner will be determined on the next business day
following the Consent Date based on the present value of the Notes
as of the payment date, calculated in accordance with standard
market practice, assuming each $1,000 principal amount of a Note
would be paid at a price of $1,041.25 on December 15, 2008, the
earliest redemption date of the Notes, discounted at a rate equal
to 50 basis points over the yield on a 3.375% U.S. Treasury Note
due December 15, 2008, minus a consent payment of $20 per $1,000
of principal amount of Notes. Holders who tender their Notes on or
prior to the Consent Date will be entitled to receive the consent
payment. Holders who tender their Notes after the Consent Date
will not be entitled to receive the consent payment. Holders who
properly tender also will be paid accrued and unpaid interest, if
any, up to, but not including, the payment date.

Holders who desire to tender their Notes must consent to the
proposed amendments in their entirety and not selectively and may
not deliver a consent without tendering their Notes. Any Notes
tendered prior to the Consent Date may be withdrawn at any time on
or prior to the Consent Date, but not thereafter, except as may be
required by law. Any Notes tendered after the Consent Date may not
be withdrawn, except as may be required by law.

The closing of the tender offer and consent solicitation is
subject to certain conditions, including, but not limited to:

     (i) the receipt of consents to the proposed amendments to the
         indenture from the holders of at least a majority of the
         outstanding principal amount of such Notes; and

    (ii) the consummation of the pending merger of Mariner with
         National Senior Care. Mariner has retained Credit Suisse
         First Boston LLC to serve as the exclusive Dealer Manager
         and Solicitation Agent for the tender offer and the
         consent solicitation.

Requests for documents may be directed to Morrow & Co., Inc., the
Information Agent, by telephone at (800) 607-0088 (toll-free).
Questions regarding the tender offer may be directed to Credit
Suisse First Boston LLC at (800) 820-1653 (toll-free) or (212)
538-0652 (collect).

This press release is not an offer to purchase, a solicitation of
an offer to sell or a solicitation of consent with respect to any
securities. The offer is being made solely by the Statement and
related Letter of Transmittal dated November 2, 2004.

Mariner is headquartered in Atlanta, Georgia and certain of its
subsidiaries and affiliates own and/or operate approximately 252
skilled nursing and two assisted living facilities as well as 12
long-term acute care hospitals representing approximately 32,000
beds across the country.

Mariner Post-Acute Network, Inc., Mariner Health Group, Inc., and
scores of debtor-affiliates filed for chapter 11 protection on
January 18, 2000 (Bankr. D. Del. Case Nos. 00-113 through 00-301).
Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represents the Reorganized Debtors, which emerged from bankruptcy
under the terms of their Second Amended Joint Plan of
Reorganization declared effective on May 13, 2002.


MOREHEAD MEMORIAL: Moody's Slices Long-Term Bond Rating to Ba1
--------------------------------------------------------------
Moody's Investors Service downgraded the long-term bond rating of
Morehead Memorial Hospital to Ba1 from Baa3, affecting
approximately $7 million of outstanding Series 1993 bonds.  The
outlook is revised to negative from stable.  

The downgrade is attributable to:

   (1) decline in liquidity to a weak 27 days cash on hand;

   (2) weak demographic area;

   (3) small medical staff; and

   (4) modest financial performance over the past two years.

Morehead Memorial Hospital does benefit from a strong 69% primary
market share and a recent improvement in reimbursement due to a
Medicare reclassification.  The negative outlook reflects our
expectation that this small hospital will continue to experience
volatility in its financial performance due to its small medical
staff, a weak economy and large capital needs.  Moody's notes that
Morehead Memorial is pursuing FHA insurance in conjunction with a
debt issuance of approximately $16.5 million, which would result
in the refinancing of all Morehead's rated debt in February 2005
and the withdrawal of the bond rating.

Security: The bonds are secured by an interest in all accounts of
the hospital.

       Weak Liquidity Provides Minimal Financial Cushion

Moody's believes that Morehead Memorial's weak and declining
liquidity of approximately $5 million (27 days cash on hand) as of
September 30, 2004 provides insufficient protection to warrant an
investment grade rating.  Liquidity declined from $7.7 million
(43 days) as of September 30, 2003 due to a growth in accounts
receivable related to HIPAA requirements and spending on capital
needs.  Morehead Memorial is facing a $16.5 million capital
program to reconfigure and expand the hospital, which it hopes to
finance through the FHA insurance program in February 2005.  In
the meantime, it has borrowed $3.2 million under short-term bank
loans to finance this capital program.  Two million dollars of
loans are due in August 2005, while $1.2 million is repayable over
five years.  While management is confident that the FHA loan will
come through, Moody's believe that its failure would place
Morehead Memorial in a very difficult position.  The hospital has
raised approximately $700,000 in cash and another $1.8 million in
pledges to defray the cost of the capital program (which we have
not included in our liquidity calculations).

Financial Performance in 2003 and 2004 Lags Historical Levels

Morehead Memorial's operating cash flow declined from $4.1 million
in 2002 to $2.9 million in 2003 and improved to $3.4 million in
2004.  During the prior seven years MMH averaged operating cash
flow of $4.3 million, while generating over $4 million in six of
those years.  The 2004 decline was due to the loss of a general
surgeon, a shift in inpatient admits to observation visits, cuts
in Medicare outpatient rates and a reduction in reimbursement for
cancer drugs.  In 2003, Morehead Memorial missed its budgeted
operating cash flow of $5.5 million by 47%, while in 2004 it
missed its budgeted cash flow of $6.1 million by 44%.  Management
is projecting operating cash flow of $5.6 million in 2005, largely
due to a Medicare reclassification of Morehead Memorial's wage
index, expected to increase revenues by $2.1 million.  While the
local economy appears to have recovered somewhat (unemployment hit
a peak of over 10% last year), we still believe that area faces
long-term economic challenges.

Morehead Memorial is located only 15-20 miles from three
comparably sized hospitals in Reidsville, North Carolina and
Martinsville and Danville, Virginia, and 30-40 miles from three
tertiary hospitals in Greensboro and Winston-Salem, North
Carolina.  Morehead Memorial has established a joint venture with
Moses Cone Health System in Greensboro, North Carolina, providing
Morehead Memorial with clinical coverage in cardiology.  
Nevertheless, we believe that the hospital still has limited
ability to negotiate solid rate increases with commercial payers.
We also believe that inflationary increases in pension and
malpractice expenses will keep operating performance constrained.

       Small Hospital and Medical Staff Exacerbates Risk

With revenues of $70 million and admissions of 6,100, Morehead
Memorial is a relatively small hospital, subject to the risks
typical of a hospital of this size.  The active medical staff of
47 is small, with the top 10 admitters accounting for a very high
67% of total admissions.  The loss of 5 physicians in 2003
contributed to the 16% decline in outpatient surgeries and a 3%
decline in 2004 inpatient admissions.  Morehead Memorial has since
added a third general surgeon, which has resulted in a 10%
increase in 2004 outpatient surgeries, however, Moody's believes
the hospital will continue to experience volatility in its patient
volumes due to high physician and staff turnover.

                 Financial and Utilization Data
            (Audited year ending September 30, 2003/
             management projected income statement
             for year ending September 30, 2004 and
              balance sheet as of August 31, 2004;
              investment returns normalized at 6%)

   -- Inpatient Admissions: 6,300/6,099
   -- Total Operating Revenues: $67.1 million/$69.6 million
   -- Net Revenue Available for Debt Service: $3.8 million/
      $4.2 million
   -- Total Debt Outstanding: $10.8 million/$11.8 million
   -- Maximum Annual Debt Service Coverage: 2.4 times/2.7 times
   -- Debt-to-Cash Flow: 3.3 times/3.2 times
   -- Days Cash on Hand: 43.3 days/27.4 days
   -- Cash-to-Debt: 71%/43%
   -- Operating Cash Flow Margin: 4.3%/4.9%

The negative outlook reflects Moody's expectation that this small
hospital will continue to experience volatility in its financial
performance due to its small medical staff, a weak economy and
large capital needs.  Moody's notes that Morehead is pursuing FHA
insurance in conjunction with a debt issuance of approximately
$16.5 million, which would result in the refinancing of all
Morehead's rated debt in February 2005 and the withdrawal of the
bond rating.


NATIONAL ENERGY: Wants Court to Reduce Vallieres' Claim to $1.2MM
-----------------------------------------------------------------
Martin T. Fletcher, Esq., at Whiteford, Taylor & Preston, L.L.P.,
in Baltimore, Maryland, relates that in the normal course of its
business prior to the filing of its chapter 11 case, NEGT Energy
Trading Holdings Corporation f/k/a PG&E Energy Trading Holdings
Corporation -- ET Holdings -- hired energy traders.  In addition
to a base salary, the energy traders also received discretionary
short-term incentive plan awards and supplemental incentive awards
for the year 2001.

Any trader who was awarded a supplemental incentive award for the
year 2001 was notified in March 2002 of the amount of his or her
award.  Any supplemental incentive award was paid in this manner:

    (a) up to $500,000 was paid in March 2002, and

    (b) any amount over $500,000 was deferred and was to be paid
        in equal installments with accrued interest in October
        2002 and October 2003.

Mr. Fletcher tells the Court that ET Holdings paid the portions
of the supplemental incentive awards that were due in March 2002
and October 2002.  The second deferred payments that were to be
paid in October 2003 have not yet been made.  ET Holdings
acknowledges that these payments are due and does not object to
proofs of claim based on the deferred amount that was to be paid
in October 2003.

According to Mr. Fletcher, ET Holdings did not award any
discretionary supplemental incentive awards for the years 2002 or
2003.  Therefore, ET Holdings objects to any proofs of claim
based on purported supplemental incentive awards for those years.

Benoit Vallieres was a trader employed by ET Holdings.  Mr.
Vallieres' employment with ET Holdings was terminated on
March 13, 2003.  Mr. Vallieres filed Claim No. 214 against two
entities, National Energy & Gas Transmission, Inc., f/k/a PG&E
National Energy Group, Inc. -- NEGT -- and ET Holdings, for
$2,507,183.

Mr. Vallieres also filed a complaint in the Circuit Court of
Maryland for Montgomery County against NEGT and ET Holdings.
That action was stayed after the Petition Date, and NEGT and ET
Holdings were not required to answer the Complaint.

Based on the allegations set forth in the Complaint, Mr.
Vallieres contends that he is entitled to a supplemental
incentive award for the year 2001, as well as an alleged
supplemental incentive award for the year 2002.  In addition, Mr.
Vallieres seeks "treble damages" pursuant to the Maryland Wage
Payment and Collection Act.

NEGT and ET Holdings object to Mr. Vallieres' Claim and ask the
Court to reduce and allow Mr. Vallieres' Claim as a general
unsecured non-priority claim for $1,157,183 against ET Holdings.

                     Claim Against ET Holdings

For the year 2001, ET Holdings made a $2,732,000 discretionary
supplemental incentive award to Mr. Vallieres.  Pursuant to its
supplemental incentive award payment structure, ET Holdings paid
Mr. Vallieres:

    (a) $500,000 in March 2002, and

    (b) $1,132,925 -- $1,116,000 plus $16,925 interest -- in
        October 2002.

ET Holdings did not pay to Mr. Vallieres the remaining $1,157,183
-- $1,116,000 plus $41,183 interest -- for his year 2001
supplemental incentive award.  ET Holdings concedes that Mr.
Vallieres is owed that amount.

Mr. Vallieres also claims that he is owed a $1,350,000
supplemental incentive award for the year 2002.  Because
supplemental incentive awards were discretionary and ET Holdings
never awarded any supplemental incentive awards to Mr. Vallieres
or any of the other energy traders for 2002, ET Holdings objects
to Mr. Vallieres' claims based on a purported supplemental
incentive award for that year.

Because all supplemental incentive awards were discretionary in
nature, Mr. Fletcher asserts that the Maryland Wage Payment and
Collection Act is inapplicable to Mr. Vallieres' claims.
Therefore, ET Holdings objects to the "treble damages" which Mr.
Vallieres seeks.  Moreover, as the automatic stay prohibits ET
Holdings from paying Mr. Vallieres' prepetition claims, the
Maryland Wage Payment and Collection Act is inapplicable as a
matter of bankruptcy law.

                         Claim Against NEGT

Although Mr. Vallieres was employed and paid by ET Holdings, he
also maintains that he has a claim against NEGT.  Mr. Vallieres
must look solely to ET Holdings for payment of any amount owed to
him.  In the Complaint, Mr. Vallieres alleges that ET Holdings
and NEGT caused ET Holdings "to transfer to NEG the monies
available to pay [Mr.] Vallieres and the other traders the
supplemental performance compensation they are due," and that
"NEG did not provide fair consideration to [ET Holdings] in
exchange for a distribution of [ET Holdings]'s funds to NEG."
Based on this allegation, Mr. Vallieres concludes that "the
distribution of the cash to NEG was or will constitute a
fraudulent conveyance as to [Mr.] Vallieres."

"Even assuming, arguendo, that these allegations are true --
which they are not -- [Mr.] Vallieres lacks standing to bring a
claim against NEGT based on such allegations.  The harm which
[Mr.] Vallieres alleges was suffered as a result of the alleged
fraudulent transfer is a generalized harm suffered by ET
Holdings.  [Mr.] Vallieres has failed to allege any
particularized harm suffered by him, as distinguished from other
creditors of ET Holdings," Mr. Fletcher says.

It is an established principle of bankruptcy law that "[w]here a
claim is generalized, with no particularized injury stemming from
it and where the claim may be brought by any creditor, the
trustee or debtor-in-possession is the appropriate party to
assert the claim."  Therefore, Mr. Fletcher argues, the claim can
only be asserted by ET Holdings, and not Mr. Vallieres.  Because
Mr. Vallieres' claims against NEGT fail as a matter of law, the
Vallieres Claim as against NEGT should be disallowed.

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. (PG&E
National Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 215/945-7000)    


NEIGHBORCARE INC: Completes Quest Total Care Pharmacy Purchase
--------------------------------------------------------------
NeighborCare, Inc. (Nasdaq: NCRX) has closed the acquisition of
Quest Total Care Pharmacy of Longview, Texas. Quest Pharmacy is a
growing, long term care (LTC) pharmacy serving skilled nursing and
assisted living facilities in Texas. The business being acquired
currently generates revenue of approximately $16 million on an
annualized basis and serves approximately 4,000 beds. Financial
terms of the transaction were not disclosed.

Charles W. Putnam, Chief Executive Officer of Quest Pharmacy said,
"We are very pleased to be part of the NeighborCare family. When
we evaluated various options for our business we quickly
discovered that NeighborCare's outstanding reputation and unique
approach to the institutional pharmacy market made them our clear
choice for a partner. In addition, we were particularly impressed
with NeighborCare's passion and commitment to customer service and
support, a core value at Quest, and one that will continue with
NeighborCare."

Mr. Putnam added, "As part of the NeighborCare organization, we
know that our customers will have best in class services and
programs to serve their residents and achieve their business
objectives."

John J. Arlotta, NeighborCare's Chairman, President and Chief
Executive Officer said, "I am very happy to welcome Quest Pharmacy
into the NeighborCare family. Their facilities in Texas are a
natural complement to our recent acquisition in Tyler, Texas, and
meet our business objective of acquiring companies in highly
desirable markets. This acquisition is part of our previously
announced plans to grow our business both organically and through
strategic acquisitions."

                     About NeighborCare, Inc.

NeighborCare, Inc. (Nasdaq: NCRX) is one of the nation's leading
institutional pharmacy providers serving long term care and
skilled nursing facilities, specialty hospitals, assisted and
independent living communities, and other assorted group settings.
NeighborCare also provides infusion therapy services, home medical
equipment, respiratory therapy services, community-based retail
pharmacies and group purchasing. In total, NeighborCare's
operations span the nation, providing pharmaceutical services in
32 states and the District of Columbia.

                          *     *     *

As reported in the Troubled Company Reporter's May 26, 2004
edition, Standard & Poor's Ratings Services placed its ratings on
Omnicare Inc., including the 'BBB-' corporate credit ratings, on
CreditWatch with negative implications after the long-term care
pharmacy provider disclosed an all-cash offer to purchase
competitor NeighborCare Inc.

At the same time, the ratings on NeighborCare, including the 'BB-'
corporate credit rating, were also placed on CreditWatch with
negative implications, as the pro forma combination is likely to
have a markedly weaker financial profile than NeighborCare. The
purchase price of $1.5 billion includes the assumption or
repayment of a $250 million NeighborCare debt issue. Estimating
the effect of additional debt and not assuming any cost savings,
total debt to EBITDA is expected to rise to over 4x, while funds
from operations to total debt will fall to less than 15%.

"We expect to meet with Omnicare management to determine what cash
flow benefits can be realized and the ultimate nature of the
financial structure of the combined company before resolving the
CreditWatch listing," said Standard & Poor's credit analyst David
Lugg.


NORAMPAC INC: Invests $17.5 in Two Ontario Corrugated Box Plants
----------------------------------------------------------------
The recent ratification of a new 3-year contract with the
Independent Paperworkers' Union, Local 595, at the Norampac
Etobicoke Division, has paved the way for Norampac Inc. to proceed
with a $17.5 million investment, in two of its Ontario corrugated
products converting facilities: Etobicoke and St.Marys Divisions.
This investment project is in addition to the over $70 million the
company has invested in its Ontario box plants over the last 4
years.

   -- Etobicoke Division: to become the largest specialty box
                          plant in Canada

The largest part of this investment, $13.5 million, will be slated
for Norampac Inc., Etobicoke Division.

This includes a large 86" x 220" Jumbo, two-color flexo with full
in-line die cutting, folding, gluing and stitching. This high-
speed state-of-the-art machine will replace 5 older pieces of
equipment. The new jumbo press will be the largest and most
versatile bulk box converting machine in Canada. The Etobicoke
Division corrugator will be upgraded with two new single facers,
cut-off knife and down stackers to add "AAC" triple wall
capabilities, with overall improved board performance, at faster
speeds. The plant will also add upgraded power conveyors, smart
cars, and material handling equipment. The project shall be
completed by March 2005.

This high performance equipment will serve a targeted market in
bulk bin packaging that includes: triple wall, double wall, and
large single wall boxes used in the automotive, resin, furniture,
food processing, fresh produce, chemical and appliance industries.

Company officials appreciate the early contract renewal and
recognize the built-in flexibility that the employees have
demonstrated with the new agreement. The employees will make the
biggest impact on the success of this project and they clearly
have given the company their support, as the plant is being
reconfigured to be the largest specialty box plant in Canada.

   -- St.Marys Division: new equipment

Norampac, St. Marys Division, in South Western Ontario, will
invest $4.0 million by adding new power conveyors and smart cars
to fully automate the material handling needs of the plant, in
conjunction with the installation of a curtain coater rotary die
cutter being relocated from the Concord Division by December 2004.

The total regional project will also include the transfer of some
flexo and die cut business into the OCD Division in Mississauga,
and the newest Norampac converting plant in Vaughan, Ontario,
which will produce over 200 million square feet monthly.

"Norampac recognizes the importance of these investments toward
continuous improvements when it comes to providing their customers
with superior quality and reliable service. With the new
equipment, combined with the commitment from the employees, we are
confident that customers' expectations will be exceeded!" said
Marc-Andr, D,pin, Norampac Inc.'s President and Chief Executive
Officer.

Norampac owns eight containerboard mills and twenty-six corrugated
products plants in Canada, the United States and France. With an
annual production capacity of more than 1.6 million short tons,
Norampac is the largest containerboard producer in Canada and the
seventh largest in North America. Norampac, which is also a major
Canadian manufacturer of corrugated products, is a joint venture
company owned by Domtar Inc. (symbol: DTC-TSE) and Cascades Inc.
(symbol: CAS-TSE).

                        About the Company

Norampac (S&P, BB+ Long-Term Corporate Credit Rating, Stable
Outlook) owns eight containerboard mills and twenty-five
corrugated products plants in the United States, Canada and
France. With annual production capacity of more than 1.6 million
short tons, Norampac is the largest containerboard producer in
Canada and the 7th largest in North America. Norampac, which is
also a major Canadian manufacturer of corrugated products, is a
joint venture company owned by Domtar Inc. (symbol : DTC-TSX) and
Cascades Inc. (symbol : CAS-TSX).


NORTHWEST AIRLINES: Moody's Rates Planned $975M Facilities at B1
----------------------------------------------------------------
Moody's Investors Service assigned a (P)B1 rating to Northwest
Airlines, Inc. proposed $975 million guaranteed and secured Senior
Credit Facilities.  The Facilities will be provided in the form of
a five-year term Tranche A Term Facility and a six-year term
Tranche B Term Facility.  The Facilities are intended to replace
the company's $975 million bank line of credit.  They contain
support for creditors similar to that available in the existing
line of credit including guarantees from Northwest Airlines
Corporation and Northwest Airlines Holdings Corporation, and
collateral including aircraft and Northwest Airlines, Inc.'s
Pacific division route rights and slots.  Covenant protection is
expected to be at least as beneficial to debt holders under the
new Facilities as it is to the holders of the existing bank line
of credit.  The (P)B1 provisional rating will be replaced by a
permanent rating upon review of the final terms and conditions of
the facilities.  The ratings outlook for Northwest is Negative.

The prospective rating assigned is base on the underlying credit
quality of Northwest Airlines, Inc. (Senior Implied Rating B2) and
the reduced severity of loss in liquidation that is expected to
benefit debt holders due to the collateral provided.  Although
debt holders benefit from the aircraft portion of the collateral
pool, Moody's considers the value of the route rights and slots as
the primary source of support for the rating assigned.  These
rights provide Northwest with substantial advantages over other
carriers in the rapidly growing Pacific market and would be of
substantial value to other US airlines.  Moody's notes that these
rights can only be purchased by US airlines and that the most
logical purchasers have limited incremental debt capacity.
However, Moody's believes that the opportunity to acquire these
rights, if presented, would solicit responses sufficient to
support debt holder claims.

Northwest Airlines, Inc. is headquartered in Eagan, Minnesota.


NORTHWESTERN CORP: Fitch Withdraws Default Ratings After Emergence
------------------------------------------------------------------
NorthWestern Corp.'s outstanding senior secured debt obligations
are upgraded to 'BB+' from 'CCC' by Fitch Ratings.  In addition,
Fitch has assigned a final 'BB+' rating to NorthWestern's
$225 million Rule 144A senior secured notes due 2014 and $225
million senior secured credit facility.  At the same time, Fitch
withdraws NorthWestern's 'DD' senior unsecured debt rating and 'D'
trust preferred rating as these securities have been converted
into NorthWestern common equity pursuant to the terms of
NorthWestern's 2nd Amended and Restated Plan of Reorganization.  
Details of securities impacted by today's action are listed below.  
The Rating Outlook for NorthWestern is Positive.

On November 1, 2004, NorthWestern announced that its confirmed
plan of reorganization became effective with the company emerging
from Chapter 11.  The rating action referenced above reflects
NorthWestern's successful exit from bankruptcy and is consistent
with Fitch's expected ratings outlined in a press release dated
October 19, 2004.

These outstanding debt securities are upgraded to 'BB+' from
'CCC':

   -- $13 million 7.25% secured medium-term notes due March 3,
      2008;

   -- $5.4 million 7% first mortgage bonds due March 1, 2005;

   -- $55 million 7% general mortgage bonds due Aug. 15, 2003;

   -- $60 million 7.10% general mortgage bonds due Aug. 1, 2005;

   -- $150 million 7.30% first mortgage bonds due Dec. 1, 2006;

   -- $0.365 million 8.25% first mortgage bonds due Dec. 1, 2007;

   -- $1.4 million 8.95% first mortgage bonds due Feb. 1, 2022;

   -- $90.2 million 6.125% secured pollution control bonds (issued
      by Forsyth, MT Pollution Control Revenue) due May 1, 2023.

These securities are assigned a final 'BB+' rating:

   -- $225 million 5.875% senior secured notes due Nov. 1, 2014;
   -- $125 million seven-year secured Term Loan B;
   -- $125 million five-year secured revolving credit facility.

These ratings are withdrawn by Fitch:

   -- $470 million 8.75% senior notes due 2012 at 'DD';

   -- $250 million 7.875% senior notes due 2007 at 'DD';

   -- $105 million 6.95% debentures due 2028 at 'DD';

   -- $65 million 8.45% cumulative quarterly income preferred
      securities (issued by Montana Power Capital I) due 2036 at
      'D';

   -- $32.5 million 8.125% trust preferred securities due 2025
      (issued by NWPS Capital Financing I) at 'D';

   -- $55 million 7.20% trust originated preferred securities
      (issued by NorthWestern Capital Financing I) due 2038 at
      'D';

   -- $100 million 8.25% trust preferred securities (issued by
      NorthWestern Capital Financing II) due 2031 at 'D';

   -- $110 million's $100 million 8.10% trust preferred securities
      (issued by NorthWestern Capital Financing III) due 2032 at
      'D'.


NRG ENERGY: Names Nahla Azmy Investor Relations Director
--------------------------------------------------------
NRG Energy, Inc. (NYSE:NRG) said Nahla A. Azmy has joined the
Company as Director, Investor Relations.  In her new role
reporting to David Crane, President and Chief Executive Officer,
Ms. Azmy will serve as a liaison between the Company's management
and investors and the financial community.

Ms. Azmy comes to NRG from Lehman Brothers, where she served as
Vice President, Utilities and Power Equity Research. Prior to
her eight years of equity research experience in this sector, Ms.
Azmy held previous positions as a financial analyst and lending
officer for a variety of financial institutions.  Ms. Azmy
received a Bachelor of Arts from Colgate University and a Masters
of Business Administration from the New York University Stern
School of Business.

"Coming from the sell-side, Nahla brings a different vantage point
as well as a considerable depth of experience to our Investor
Relations team," said Mr. Crane.  "As NRG is a complex company in
an industry in rapid transition, Nahla will make a vital
contribution in our continuous effort to communicate effectively
with our external stakeholders and more generally, as a member of
our management team."

Ms. Azmy joins Katy Sullivan who has served as Manager, Investor
Relations since March 2004 and will now report to Ms. Azmy.  Prior
to this role, Ms. Sullivan served as an analyst with NRG's
Regulatory Affairs group and as a trader for the Company's
Northeast region.  She earned a Bachelor of Business
Administration from the University of Wisconsin.

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States. Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities. The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003. The Company emerged from chapter 11
on December 5, 2003, under the terms of its confirmed Second
Amended Plan. James H.M. Sprayregen, P.C., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq. at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring. (NRG Energy
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


OAK GROVE RESORTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Oak Grove Resorts, LLC
        415 King Street, Suite 500
        La Crosse, Wisconsin 54601

Bankruptcy Case No.: 04-17797

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

Chapter 11 Petition Date: November 2, 2004

Court: Western District of Wisconsin (Eau Claire)

Debtor's Counsel: Melvyn L. Hoffman, Esq.
                  312 South 3rd Street, Suite A
                  P.O. Box 1503
                  La Crosse, WI 54602
                  Tel: 608-782-8098

Total Assets: $4,485,000

Total Debts:  $2,416,000

The Debtor has no unsecured creditors who are not insiders.


OAKWOOD HOMES: Likely Default Prompts S&P to Junk Three Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
Oakwood Homes Corp.-related classes from four transactions.

The lowered ratings reflect the unlikelihood that investors will
receive timely interest and the ultimate repayment of their
original principal investments.  OMI Trust 2000-D reported an
outstanding liquidation loss interest shortfall for its M-1 class
on the October 2004 payment date.  In addition, the ratings on
class B-1 from Oakwood Mortgage Investors 1997-B, class B-1 from                          
Oakwood Mortgage Investors 1998-B, and class M-2 from OMI 1999-D
are being lowered to 'CC' in anticipation of liquidation loss
interest shortfalls on the next payment date.  Standard & Poor's
believes that interest shortfalls for these deals will continue to
be prevalent in the future, given the adverse performance trends
displayed by the underlying pools of manufactured housing retail
installment contracts originated by Oakwood Homes Corp., and the
location of mezzanine and subordinate class write-down interest at
the bottom of the transactions' payment priorities (after
distributions of senior principal).

Standard & Poor's will continue to monitor the outstanding ratings
associated with these transactions in anticipation of future
defaults.
   
                        Ratings Lowered
   
                  Oakwood Mortgage Investors Inc.
                         Series 1997-B

                                Rating
                    Class   To          From
                    -----   --          ----
                    B-1     CC          CCC
   
                  Oakwood Mortgage Investors Inc.
                         Series 1998-B

                                Rating
                    Class   To          From
                    -----   --          ----
                    M-2     CC          CCC-
    
                        OMI Trust 1999-D

                                Rating
                    Class   To          From
                    -----   --          ----
                    M-2     CC          CCC-
    
                        OMI Trust 2000-D

                                Rating
                    Class   To          From
                    -----   --          ----
                    M-1     D           CCC-


OMEGA HEALTHCARE: Closes $78.8 Million New Investment Deals
-----------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) has closed on
$78.8 million of new investments, as well as the re-leasing of two
skilled nursing facilities.

The Company announced the closing of the purchase of fourteen SNFs
and one assisted living facility on November 2, 2004, for a total
investment of $72.3 million. Thirteen of the facilities are in
Pennsylvania and two are located in Ohio. One additional facility
located in West Virginia is expected to be purchased effective
upon review and approval of the West Virginia Health Care
Authority Certificate of Need Division. The West Virginia facility
is a combined SNF and rehabilitation hospital. The facilities have
been simultaneously leased back to the sellers, which are
subsidiaries of Guardian LTC Management, Inc., under a new master
lease effective November 2, 2004.

Rent under the master lease is initially $7.4 million for the
first lease year commencing November 2, 2004, with annual
increases thereafter. The rent will increase to $8.2 million upon
completion of the West Virginia facility closing. The term of the
master lease is ten years and runs through October 31, 2014,
followed by four renewal options of five-years each. The Company
has received a security deposit equivalent to three months rent.

The Company also announced the closing of a first mortgage loan on
November 1, 2004, in the amount of $6.5 million on one SNF in
Cleveland, Ohio. The operator of the facility is an affiliate of
CommuniCare Health Services, Inc., an existing Omega tenant. The
term of the mortgage is ten years and carries an interest rate of
11%. The Company has received a security deposit equivalent to
three months interest.

"We are very pleased to be doing business with quality regional
operators like Guardian and CommuniCare. Both management teams
deliver high quality patient care and have demonstrated a detailed
understanding of their local markets," said Taylor Pickett,
President and CEO of Omega.

                        Facility Re-Leases
  
Effective November 1, 2004, the Company re-leased two SNF's
formerly leased by Sun Healthcare Group, Inc., both located in
California. The first, representing 59 beds, was re-leased to a
new operator under a single facility lease with a ten-year term
and an initial annual lease rate of approximately $200,000. The
second, representing 98 beds, was also re-leased to a new operator
under a single facility lease with a three and a half year term
and an initial annual lease rate of approximately $180,000.

                        About the Company

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

                          *     *     *

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


PRIME HOSPITALITY: Moody's Removes Low-B Ratings After Acquisition
------------------------------------------------------------------
Moody's Investors Service withdrew all ratings for Prime
Hospitality Corp.  The rating withdrawal was prompted by the
completion of the acquisition of Prime by an affiliate of the
Blackstone Group and the expiration of the tender offer for all
outstanding notes.

As reported in the Troubled Company Reporter on Aug. 25, 2004,
Moody's Investors Services placed the ratings of Prime Hospitably
Corporation on review for possible downgrade.  The ratings on
review for possible downgrade are:

      -- Senior implied rated Ba3
      -- Senior unsecured issuer rating rated B1
      -- $200 million, 8.375% senior subordinated global notes,
         due May 1, 2012, rated B2.


QWEST COMMS: Names Loretta Armenta President for New Mexico Unit
----------------------------------------------------------------
Qwest Communications International Inc. (NYSE:Q) reported that
Loretta Armenta has been appointed Qwest president for New Mexico.
Armenta will assume her new role on December 1, and report to
Steve Davis, Qwest senior vice president of public policy.
Armenta's broad responsibilities include representing Qwest's
vision and values in New Mexico -- its Spirit of Service -- and
working with community, government and civic leaders throughout
the state.

"Loretta's extensive business and public service background,
coupled with her community involvement and role as a nationally
recognized advocate for cultural diversity, make her an ideal
choice to lead the New Mexico team," said Davis.  "As a longtime
New Mexican with deep connections to this state, Loretta brings an
intimate knowledge of the state of New Mexico, its people,
businesses and communities."

Ms. Armenta joins Qwest following seven years as the president and
CEO of the Albuquerque Hispano Chamber of Commerce.  In that role,
her responsibilities included strategic direction in the areas of
promoting small-businesses; overseeing convention and tourism,
marketing, government and civic affairs; and interacting with
federal, state and local officials and civic leaders to further
the mission of the chamber.  Ms. Armenta also has held other posts
within the chamber and has worked as a special agent at Prudential
Financial Services, an account executive with KRDM Radio in
Albuquerque, and as the state director and executive director for
the New Mexico March of Dimes.

"I view this as a wonderful opportunity and am excited to tackle
this new challenge and further Qwest's Spirit of Service mission
in the diverse communities throughout New Mexico," said Ms.
Armenta. "I look forward to working with Qwest's incredible New
Mexico employees to meet the needs of customers."

Ms. Armenta has earned numerous degrees, including a certificate
in executive management practices from the University of Florida,
a certificate in total quality management from Dallas Catholic
University and a certificate in executive management from the
University of New Mexico.

Ms. Armenta replaces John Badal in her new role.

Qwest Communications International Inc. is a leading provider of  
voice, video and data services.  With more than 40,000 employees,  
Qwest is committed to the "Spirit of Service" and providing  
world-class services that exceed customers' expectations  
for quality, value and reliability.  For more information, please  
visit the Qwest Web site at http://www.qwest.com/   

Qwest's June 30, 2004, balance sheet shows a stockholders' deficit  
totaling $1,909,000,000 -- swelling 53% from the $1,251,000,000  
shareholder deficit reported at March 31, 2004.


RADIANT COMMS: Equity Deficit Widens to CDN$2,434,532 at Sept. 30
-----------------------------------------------------------------
Radiant Communications Corp. (TSX Venture Exchange: RCX), one of
Canada's largest independent providers of IP-based data
communications and Internet services, reported its financial
results for the third quarter ended September 30, 2004.

Radiant's strong third-quarter revenue growth was based on its
exceptional performance, particularly in the retail and financial
services industries.  Radiant's overall revenue grew 18% over the
same quarter in 2003.  Connectivity and hosting revenues, which
consist primarily of long-term monthly recurring service
contracts, increased by 28% over the third quarter of 2003 and
increased by 9% over the second quarter of 2004.

      Delivering National Services for National Retailers

Radiant continued to be very successful in servicing major,
national retailers and in the third quarter increased its average
number of new locations per connectivity customer to seventeen.
Speaking at the IP World Canada conference in Toronto on October
6th, the Business Systems Manager for BURGER KING(R) gave an
excellent overview of the value of their Radiant IP network and
how it has improved customer service in their restaurants.  BURGER
KING(R) credited Radiant's technical capability and responsiveness
as key reasons for selecting Radiant as their partner for IP
networking services.  They also gave the Company high marks for
its ability to roll out a national service quickly and smoothly.  
Radiant's implementation for BURGER KING(R) was completed in
partnership with TD Merchant Services.

Radiant significantly improved its financial performance in the
third quarter.  EBITDA improved 68% from ($609,000) in the second
quarter to ($193,000) in the third quarter.  This improvement
resulted from higher gross profits associated with strong
quarterly revenue growth and a 10% or $310,000, reduction in
operating costs.  EBITDA in the third quarter of 2003 was
($170,000).  "During the first half of 2004 Radiant invested in
additional sales resources in the Ontario and Quebec markets as
well as in developing several new managed service offerings such
as Retail Connect and TurboSwitch payment gateway," says Jim Grey,
Radiant's President and CEO.  "These investments have provided a
strong base for growth in the third quarter."

As of September 30, 2004, stockholders' deficit widened to
CDN$2,434,532 compared to a CDN$105,671 deficit at
December 31, 2003.

                      Recent Announcements

In September, Radiant announced the provisioning of its 1,000th
retail location in 2004.  Many of these locations are for new
customers; however, Radiant is also experiencing significant
growth from within its existing base of customers.  Established
customers are requesting more security functions, increased
network management services and additional application
functionality, such as Radiant's new Retail Connect TurboSwitch
payment gateway that routes debit and credit services to payment
processors across Canada. In October, Radiant announced a
$1 million secured credit facility with the Royal Bank of Canada
and an ongoing partnership with them for our banking needs.

In the fourth quarter Radiant will continue to focus on growing
its customer base and its service offering, while controlling
operating expenses and improving the overall performance of its
business.

                         About Radiant

Established in 1996, Radiant Communications Corp. --
http://www.radiant.net/-- provides a single source for businesses  
requiring high-speed Internet connectivity, network security, web
hosting, web development and marketing services.  The company
currently serves over 10,000 business customers primarily in
Canada and the United States with a team of 125 employees
nationwide.

Radiant has developed an array of advanced Internet solutions
designed to help companies harness the power of the Internet.
These include high-speed DSL connectivity solutions such as Turbo
DSL and secure Virtual Private Networks, high availability web
hosting and content management solutions and ebusiness
applications.  Radiant has offices in Toronto, Montreal, Calgary,
Edmonton and Vancouver.

A copy of the Company's complete unaudited financial statements
including notes thereto and management's discussion and analysis
for the quarter ended September 30, 2004 can be viewed at
http://www.radiant.net/and http://www.sedar.com/


RIVERSIDE FOREST: Al Thorlakson Steps Up as CEO & President
-----------------------------------------------------------
Riverside Forest Products Limited (TSX: RFP) reported that
effective October 29, 2004, all of its directors resigned and have
been replaced by the following nominees of Tolko Industries Ltd.:

      * Al Thorlakson,
      * John Thorlakson,
      * Brad Thorlakson,
      * Peter Powell,
      * Michael Percy, and
      * Robert Chase.  

In addition, Gordon Steele and Gerald Raboch have stepped down as
officers and Al Thorlakson has been appointed as President and
Chief Executive Officer.

Riverside Forest Products Limited is the fourth largest lumber
producer in British Columbia with over 1.0 Bbf of annual capacity
and an annual allowable cut of 3.1 million cubic metres.  The
company is also the second largest plywood and veneer producer in
Canada.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 8, 2004,
Moody's Investors Service affirmed Riverside Forest Products
Limited's B2 senior unsecured rating and changed the outlook to
developing. The rating action follows the announcement that
Riverside has signed a definitive agreement with International
Forest Products Limited -- Interfor -- pursuant to which Interfor
will make an offer to acquire up to 100 percent, but a minimum of
51%, of Riverside. The offer is for $39 in cash and Interfor
Class A shares, to a maximum of $184 million in cash, or $35 in
cash and shares plus a Contingent Value Right to receive any U.S.
softwood duty refunds received by Riverside on or before
December 31, 2007. If successful, the transaction will close by
year-end.

As reported in the Troubled Company Reporter on August 27, 2004,
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit and senior unsecured debt ratings on Kelowna,
B.C.-based Riverside Forest Products Ltd. on CreditWatch with
developing implications following the company's announcement that
it would reject an unsolicited takeover offer from privately held
Tolko Industries Ltd.


SAVVIS COMMS: Sept. 30 Balance Sheet Upside-Down by $43.6 Million
-----------------------------------------------------------------
SAVVIS Communications Corporation (NASDAQ: SVVS), a global IT
utility, reported that revenue for the third quarter of 2004
totaled $169.4 million, up 149% from $67.9 million in the third
quarter of 2003. Results for the 2004 quarter included revenue
attributable to the Cable & Wireless America operations acquired
in March. Compared to the second quarter of 2004, revenue
decreased 2%, largely due to the anticipated termination of
transitional services for CWA's former parent.

SAVVIS' gross margin for the third quarter of 2004 grew 94%, to
$49.6 million from $25.5 million in the third quarter of 2003.
Sequentially, gross margin grew 13% from $43.9 million in the
second quarter of 2004, largely driven by reductions in network
costs as a result of realized synergies from the acquisition in
March. As a percentage of revenue, gross margin was 29% in the
current quarter, versus 25% in the second quarter and 38% in the
third quarter of 2003.

SAVVIS' consolidated net loss for the current quarter was $32.9
million versus $23.7 million for the same quarter last year and an
improvement from $60.0 million in the second quarter of 2004. The
third-quarter 2004 loss included $3.7 million of costs
specifically related to the integration of CWA operations,
compared to $17.2 million of integration costs in the second
quarter of 2004. Exceeding company projections, Adjusted EBITDA*
was positive in the third quarter, at $5.1 million.

Rob McCormick, SAVVIS' chairman and chief executive officer, said,
"SAVVIS achieved significant milestones in the third quarter,
including a record gross margin and an $11.5 million improvement
in Adjusted EBITDA. We continued a very successful business
integration, which is yielding greater expense synergies than
originally projected, and continued to win new business at a
healthy pace. In addition, SAVVIS received an important
acknowledgement of our quality service, solid operational
processes, and vision for the future with our placement in the
Leader quadrant of the influential Gartner North American Web
Hosting Magic Quadrant benchmark.

"While our view of our core business is positive, the environment
for the wholesale carrier market continues to deteriorate, which
lowers our expectations for revenue for the fourth quarter," Mr.
McCormick added. "The foundation of our successful business
strategy, however, continues to be providing businesses with
value-added, managed infrastructure services, incorporating
virtualization, utility and automation. As we continue to
transform information technology, SAVVIS is well positioned to
create value for its stakeholders."

Commenting on the outlook for the fourth quarter, Jeff Von Deylen,
SAVVIS' chief financial officer, said, "With two full quarters of
financial results of our merged business, we are refining our
guidance for the fourth quarter of 2004. We expect to achieve
revenue in a range of $162-167 million in the fourth quarter,
reflecting the competitive pressure in the wholesale carrier
market and higher churn among acquired hosting customers than
initially anticipated. However, annualized expense synergies from
the integration will be higher than the $100 million we had
projected originally, totaling more than $120 million in recurring
annual savings. We project that these savings, and our internal
expense controls, will help drive continued growth in Adjusted
EBITDA. We currently expect that in the fourth quarter, operating
cash flow, before acquisition and integration-related costs, will
be positive."

                      Third Quarter Results

Total revenue for the third quarter increased 149% year-over-year,
driven by revenue associated with the CWA assets acquired in March
2004. Sequentially, revenue declined 2% from the second quarter,
reflecting pricing pressure in the wholesale services market, the
anticipated loss of revenue from CWA's former parent company, and
a higher rate of churn in the acquired hosting business. Growth in
Managed IP VPN revenue, up 9% sequentially, and an increase in
usage-based revenue for digital content management services offset
much of the decline in the wholesale market, reflected in Other
Network Services. SAVVIS' services to wholesale carriers represent
approximately 5% of total revenue.

Diversified Revenue, defined as revenue from all customers except
Reuters and Telerate, represents 82% of total revenue in the third
quarter, consistent with the second quarter and up from 50% in the
third quarter of 2003.

Gross margin, defined as total revenue less data communications
and operations expenses, was $49.6 million in the current quarter,
compared to $25.5 million in the third quarter of 2003 and $43.9
million in the second quarter of 2004. As a percentage of
revenues, gross margin was 29% in the current quarter, versus 38%
in the third quarter of 2003 and up from 25% in the second quarter
of 2004. Sequential-quarter growth in gross margin was driven
largely by the realization of savings from the CWA integration.

Sales, general, and administrative expenses for the quarter were
$44.5 million as compared to $23.2 million for the same period
last year and $50.4 million in the second quarter of 2004. As a
percentage of revenue, SG&A was 26% in the current quarter, down
from 34% of revenue in the same quarter of 2003 and 29% in the
second quarter of 2004. The improvement in SG&A from the second
quarter primarily reflected savings realized through the CWA
integration.

SAVVIS exceeded its financial guidance for break-even Adjusted
EBITDA in the third quarter, generating positive Adjusted EBITDA
of $5.1 million, reflecting the improvements in gross margin and
SG&A.

Net cash used in operating activities in the current quarter was
$11.7 million, compared to $1.5 million a year ago and $25.8
million in the second quarter of 2004. The net cash used in
operating activities included cash payments of $10.1 million of
acquisition and integration-related costs to realize synergies in
the third quarter 2004, and $21.9 million in the second quarter
2004. The balance sheet and cash position remain in line with
management expectations, with $53.4 million in cash at September
30, 2004, and Days Sales Outstanding ("DSO") below 30 days.

In the third quarter, as previously announced, SAVVIS pre-paid
$7.5 million as part of its amended capital lease agreement with
General Electric Capital Corporation, and began cash interest
payments in October 2004. Under the amended terms, the interest
rate was lowered from 12% to 9% for the first year after the
repayment. SAVVIS will pay approximately $1.2 million of interest
expense in the fourth quarter of 2004. Interest expense savings,
as a result of the amended terms, will be approximately $2.7
million. The maturity date of the lease remains March 8, 2007.

SAVVIS currently plans to incur approximately $5 million of
integration expenses in the fourth quarter of 2004, for total
integration expense in the year of approximately $30 million.
Management currently expects that non-recurring cash payments for
the acquisition and integration-related costs to realize synergies
will total up to $45 million, $33.0 million of which was paid
through September 30, 2004. The remaining cash payments are
expected to occur in the next two quarters. Acquisition and
integration-related costs include liabilities assumed under the
CWA asset purchase agreement, rationalization and migration off of
rejected vendor circuits, and staff reduction costs, including
retention bonuses and severance expenses. Many of these initial
expenses should result in long-term cost savings.

As previously announced, SAVVIS entered into an asset purchase
agreement with WAM!NET, a leading global provider of content
management and delivery services, in August 2003. In the third
quarter 2004, SAVVIS determined the final purchase price for those
assets, according to its earn-out agreement, as $11.4 million, and
issued 4.4 million shares of common stock in payment of
approximately 50% of that amount. SAVVIS will pay the balance,
less a $3.0 million initial payment made in August 2003, in cash
in nine monthly installments of approximately $0.3 million each
through April 2005.

                      Year-to-Date Results

For the nine months ended September 30, 2004, revenue totaled
$450.5 million, up 146% from $183.5 million in the same period in
2003. Gross margin was $123.4 million for the year to date, an
increase of 93% from the first nine months of 2003. Growth in both
revenue and gross margin was primarily attributable to the CWA
acquisition in March 2004. Net loss for the year to date was
$127.1 million, compared to $78.3 million for the same period in
2003. Adjusted EBITDA for the first nine months of 2004 was
negative $4.0 million, compared to negative $3.8 million in the
same period in 2003.

Operational Highlights:

   -- Industry analyst group Gartner, Inc. listed SAVVIS in the    
      "Leader" quadrant in the new Gartner North American Web
      Hosting Magic Quadrant, published October 5, 2004. According
      to Gartner, vendors listed in the Leader quadrant are
      performing well today, have a clear vision of market
      direction, and are actively building competencies to sustain
      their leadership position in the market.

   -- SAVVIS installed new business, from both new and existing
      customers, representing annualized revenue of approximately
      $33 million.

   -- New customers signed include enterprises such as
      Archipelago, Monster Worldwide, and QBE Insurance Group.

   -- SAVVIS expanded relationships with existing customers
      including Microsoft, Shearman & Sterling LLP, and Yahoo!

Financial Highlights:

   -- SAVVIS achieved record gross margin of $49.6 million on
      revenue of $169.4 million for the third quarter.

   -- Adjusted EBITDA of $5.1 million improved by $11.5 million
      from the second quarter.

   -- SAVVIS has laid the groundwork to realize over $120 million
      in integration-related annual cost savings.

   -- Current projection is for positive operating cash flow,
      before acquisition and integration-related payments, in the       
      fourth quarter 2004.

   -- SAVVIS amended the terms of its capital lease agreement with
      General Electric Capital Corporation, pre-paying $7.5
      million and beginning cash interest payments at a reduced
      interest rate of 9% for one year.

   -- The Bridge Estate distributed 42.9 million shares of SAVVIS
      common stock to Bridge's secured creditors.

                        About the Company

SAVVIS Communications (NASDAQ: SVVS) is a global IT utility
services provider that leads the industry in delivering secure,
reliable, and scalable hosting, network, and application services.
SAVVIS' strategic approach combines the use of virtualization
technology, a utility services model, and automated software
management and provisioning systems. SAVVIS solutions enable
customers to focus on their core business while SAVVIS ensures the
quality of their IT infrastructure. With an IT services platform
that extends to 47 countries, SAVVIS is one of the worlds' largest
providers of IP computing services. For more information about
SAVVIS, visit http://www.savvis.net.

At Sept. 30, 2004, SAVVIS Communications' balance sheet showed a
$43,647,000 stockholders' deficit, compared to a $927,000 deficit
at Dec. 31, 2003.


PACIFIC GAS: Can Ask Deutsche Bank to Release COTP Escrow Fund
--------------------------------------------------------------
On September 5, 2001, California Independent System Operator
Corporation filed Claim No. 8802 for $156,627,460.  Claim No.
8802 is based on a number of obligations, including $38,510,291
for certain costs allegedly incurred by ISO associated with
transmission schedules that flow over the California-Oregon
Transmission Project.

On April 12, 2004, PG&E established an escrow account with
respect to certain disputed claims in Class 5, including
$38,510,291 for the COTP Claim.

Subsequently, the Federal Energy Regulatory Commission denied the
ISO's petition for review regarding, among other things, its
claim with respect to the COTP Claim, among other things.  The
ISO has sought rehearing of that Order.

PG&E has objected to the COTP Claim and asked the Court to
disallow the Claim to the extent of the COTP claim amount.

In a Court-approved stipulation, PG&E and ISO agree to resolve
the issues between them without further litigation:

    (a) PG&E is entitled to instruct Deutsche Bank Trust Company
        Americas, as escrow agent, to release the COTP Escrow Fund
        to PG&E.  The release of the COTP Escrow Fund will not
        affect PG&E's obligation to pay all or a portion of the
        COTP Claim to the extent the COTP Claim is allowed as a
        result of a Final Order awarding the ISO any amount with
        respect to the COTP Claim;

    (b) The PG&E Objection is withdrawn without prejudice to
        PG&E's rights to file an objection to the COTP Claim at a
        later date; and

    (c) If PG&E does not file an objection to the COTP Claim
        within 60 days of receiving notice of a final order
        determining the COTP Claim, the COTP Claim will be deemed
        an allowed claim in the amount specified in that Final
        Order.

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)   


PILLOWTEX CORP: Asks Court OK on $150,000 Manchester Break-Up Fee
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 2, Fieldcrest
Cannon, Inc., proposes to sell its real property and certain
personal property located at One Lake Circle Drive in Kannapolis,
North Carolina to Manchester Real Estate & Construction, LLC,
subject to higher and better offers in accordance with the Global
Bidding Procedures.

Pillowtex Corporation, Fieldcrest and Manchester entered into a
Letter of Intent on October 7, 2004.

The Court approves the Debtors' supplemented Global Bidding
Procedures for the sale of the Kannapolis Property.

Pillowtex Corporation and its debtor-affiliates intend to auction
the Kannapolis Property in accordance with the Global Bidding
Procedures.  The Kannapolis Property consists of real property and
certain personal property located at One Lake Circle Drive in
Kannapolis, North Carolina.

Fieldcrest Cannon, Inc., proposes to sell the Kannapolis Property
to Manchester Real Estate & Construction, LLC, for:

    -- $3,000,000 in cash; and

    -- a $1,500,000 convertible promissory note.

Pillowtex Corporation, Fieldcrest and Manchester entered into a
Letter of Intent on October 7, 2004.

In the event that the Debtors consummate a sale of the Kannapolis
Property to an alternative purchaser, the Debtors have agreed to
pay Manchester a "break-up fee" equal to $150,000, which
represents 3.33% of the Purchase Price.

In recognition of Manchester's expenditure of time and resources,
the modest amount of the Break-Up Fee and the benefits to the
Debtors' estate of securing a stalking horse bid, the Debtors
believe that the Break-Up Fee to be reasonable.

The Letter of Intent does not provide for the reimbursement of
out-of-pocket expenses incurred by Manchester.

Judge Walsh authorizes the Debtors to pay to Manchester the
Break-Up Fee not to exceed $150,000.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to  
virtually every major retailer in the U.S. and Canada.  The
Company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the Company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  On July 30,
2003, the Company listed $548,003,000 in assets and $475,859,000
in debts. (Pillowtex Bankruptcy News, Issue No. 71; Bankruptcy
Creditors' Service, Inc., 215/945-7000)    


RCN CORP: Court Approves Solicitation & Voting Procedures
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved RCN Corporation and its debtor-affiliates' motion to
establish procedures for the solicitation and tabulation of votes
to accept or reject their Reorganization Plan.

The Court rules that:

   (a) The deadline for filing and serving motions pursuant
       to Rule 3018(a) of the Federal Rules of Bankruptcy
       Procedure, seeking temporary allowance of Claims for the
       purpose of accepting or rejecting the Plan, will be
       November 18, 2004 at 4:00 p.m.;

   (b) The solicitation record date for purposes of determining
       (i) creditors and equity holders entitled to receive Non-
       Voting Packages, and (ii) creditors entitled to vote to
       accept or reject the Plan is October 7, 2004; and

   (c) To be counted, Ballots for accepting or rejecting the Plan
       must be received by the Voting Agent by 5:00 p.m. on
       November 30, 2004.

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


SOUND PARTS INC: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sound Parts, Inc.
        1219 Tallevast Road
        Sarasota, Florida 34243

Bankruptcy Case No.: 04-21241

Type of Business:  The Company specializes in the design,
                   development, and manufacturing of state-of-the-
                   art electronic devices.  Services also include
                   professional application programming.
                   See http://www.soundparts.com/

Chapter 11 Petition Date: November 1, 2004

Court: Middle District of Florida (Tampa)

Judge: Alexander L. Paskay

Debtor's Counsel: R. John Cole, II, Esq.
                  R. John Cole, II, PA
                  46 North Washington Boulevard, Suite 24
                  Sarasota, Florida 34236
                  Tel: (941) 365-4055

Total Assets:  $990,658

Total Debts: $1,361,613

Debtor's 30 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Resistance Technology, Inc.                   $159,156
1260 Red Fox Road
Saint Paul, Minnesota 55112

Bronstein, Gewirtz & Grossman, LLC            $101,340
60 East 42nd Street, Suite 4600
New York, New York 10165

Intech Industries                              $28,608
7180 Sunwood Drive
Northwest Ramsey, Minnesota 55303

Microtronic US, Inc.                           $27,857

Indigo America, Inc.                           $27,597

Ashman Law Offices, LLC                        $26,882

Nelson Hesse                                   $15,794

Pender Newkirk & Company                       $15,004

Star Micronics America                         $14,000

Deiter, Stephan & Durham                        $9,610

Hahn Loeser & Parks                             $4,998

Integral Media, Inc.                            $1,375

OnlineFarmer.com                                $1,100

Earwear, LLC                                    $1,015

Stellar Marketing                                 $928

DHL Express (USA), Inc.                           $917

SY Kessler Sales, Inc.                            $841

MCI                                               $823

State Farm Insurance                              $823

Fisher Hearing Technologies                       $574

Women's Life Insurance Society                    $556

Postage By Phone                                  $500

Estron A/S                                        $271

Airport Commerce Center                           $105

Precision Laboratories                            $100

Pitney Bowes, Inc.                                 $58

AIT Networks                                       $49

Monitronics International                          $43

Crystal Springs Water Company                      $26

Henry Schein                                        $1


SPIEGEL INC: Lederers Can Pursue $10.5MM Suit Against Eddie Bauer
-----------------------------------------------------------------
On November 16, 1999, Richard Lederer, together with his wife,
Renee, commenced an action in the Supreme Court of the State of
New York, County of New York, seeking, inter alia, compensation
for injuries sustained when Mr. Lederer was struck on the head by
a wood beam on September 11, 1997, while he was working on an
Eddie Bauer, Inc., retail store undergoing construction located
at 600 Madison Avenue, in New York.

On September 11, 2003, Mr. Lederer filed two proofs of claim --
Claim Nos. 1627 and 1651 -- against Eddie Bauer for $10,500,000.
The Lederers have not filed proofs of claim against any other
Debtor.

The Debtors have engaged in productive discussions with the
Lederers' attorneys.  Both parties agree that:

    (a) The automatic stay will be modified solely to permit the
        parties to prosecute and defend against the Litigation and
        to take actions necessary to exercise their rights in the
        Litigation, provided, however, that the Lederers may
        enforce or execute on any settlement or judgment entered
        by a court of competent jurisdiction, or other disposition
        of the underlying claims in the Litigation only to the
        extent the claims are covered by proceeds from any of the
        Debtors' applicable liability insurance policies and
        subject to any coverage defenses in the applicable
        insurance policies and set-off by applicable self-insured
        retention or deductible amounts, and only to the extent
        permitted by the settlement, judgment, or other
        disposition.  The Lederers will not have allowed claims
        pursuant to Section 502 of the Bankruptcy Code or
        otherwise against the Debtors or their estates and will
        have no right to share in any distribution from the
        Debtors or their estates, whether under a reorganization
        plan or otherwise.  Moreover, any proceeds of the Debtors'
        applicable liability insurance policies will not include
        any amounts payable pursuant to any insuring agreement
        that obligates or requires the Debtors to reimburse, fund
        or otherwise pay an amount directly or indirectly to any
        third party as a condition or consequence of the defense,
        settlement, judgment or other disposition of the
        Litigation.

    (b) The Lederers will not engage in any efforts to collect any
        amount from the Debtors, any person indemnified by the
        Debtors, or any person listed as an additional insured
        under the Debtors' liability insurance policies.  Neither
        the Debtors nor any of the Indemnities will be required to
        make any payment or distribution to the Lederers on
        account of any claim asserted by the Lederers or on
        account of any proof of claim or request that either Mr.
        Lederer or his wife has filed or asserted, or may file or
        assert, against any of the Debtors in their Chapter 11
        cases.  The Proofs of Claim and any other Bankruptcy
        Claims that have been filed or asserted by the Lederers
        are, therefore, withdrawn.  The Lederers agree that, in
        addition to withdrawing all proofs of claim previously
        filed or asserted against the Debtors by or on behalf of
        the Lederers, the Lederers will not file any other proofs
        of claim against the Debtors.

    (c) The Lederers waive any and all claims for recovery against
        the Debtors and the Indemnities, other than their claim
        against the insurance proceeds.  The Lederers further
        waive any right to prosecute any claim for punitive
        damages against the Debtors, any Indemnitee, or the
        Debtors' insurers whether or not this claim is currently
        asserted.  The Lederers further specifically agree that
        any settlement of the Litigation will include a general
        release of all claims against the Debtors and the
        Indemnities.

    (d) Nothing in the Stipulation will affect:

        * the parties' rights to prosecute or defend against the
          merits of the allegations asserted in the Litigation and
          any subsequent appellate proceedings with respect to the
          Litigation; or

        * the Debtors' rights to seek contribution or
          indemnification from any co-defendant or any other
          entity.

    (e) The Lederers will irrevocably waive any rights to seek
        further relief from the automatic stay.

                          *     *     *

Judge Blackshear approves the stipulation.

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)   


TOMMY HILFIGER: Special Committee Hires Debevois & FTI as Advisors
------------------------------------------------------------------
Tommy Hilfiger Corporation disclosed yesterday that that its Board
of Directors has formed a Special Committee of independent
directors, retained Debevoise & Plimpton LLP as legal counsel, and
retained FTI Consulting, Inc.

Mary Jo White, Esq., former U.S. Attorney for the Southern
District of New York, leads Tommy Hilfiger's team of lawyers at
Debevoise & Plimpton LLP.  

The Special Committee of the Board of Directors investigating
matters arising out of the governmental probe consists of three
independent directors: Clinton Silver, Mario Baeza, and Jerri
DeVard.  

                       The Government Probe

On September 23, 2004, Tommy Hilfiger U.S.A., Inc., a wholly owned
subsidiary of Tommy Hilfiger Corporation, received a grand jury
subpoena issued by the U.S. Attorney's Office for the Southern
District of New York seeking documents generally related to
domestic and/or international buying office commissions since
1990.  Some of THUSA's current and former employees received
subpoenas too.  Several domestic and international subsidiaries of
the Company pay buying office commissions to Tommy Hilfiger
(Eastern Hemisphere) Limited, a British Virgin Islands corporation
which is a wholly owned and consolidated subsidiary of the THC,
pursuant to contracts to provide or otherwise secure through sub-
agents certain services, including product development, sourcing,
production scheduling and quality control functions.  Tommy
Hilfiger understands that the U.S. Attorney's Office investigation
is focused on the appropriateness of the commission rate paid by
the Company's subsidiaries to THEH, as well as other related tax
matters.  

                     Securities Fraud Lawsuits

Ten shareholder class action lawsuits were filed in the United
States District Court for the Southern District of New York
against the Company on the heels of this disclosure in late-
September.  The complaints allege that the value of the Company's
stock was inflated artificially by allegedly understating the
Company's tax liability and misrepresenting the Company's true
effective tax rate.  The complaints further allege violations of
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934
and Rule 10b-5 promulgated thereunder.  The various plaintiffs
seek to represent a class of shareholders who purchased Company
common stock between November 3, 1999 and September 24, 2004.  No
substantive action has yet taken place in these cases, and the
Company says it intends to defend itself vigorously against
these claims.

                       BB+ Rating from S&P

In January 2004, Standard & Poor's Ratings Services lowered the
corporate credit and senior unsecured debt ratings on Tommy
Hilfiger USA Inc. to BB+.  "The rating actions follow Standard &
Poor's review of the company's fundamental business position
within the fashion- oriented segment of the competitive apparel
industry," credit analyst Susan Ding said at the time. "The
company's operating environment is characterized by intense
competition, softness at the retail level, and the continued loss
of market share by department stores--the company's primary
channel--to other retail venues."

S&P noted earlier this year that, for the past several years,
Tommy Hilfiger's revenues have remained relatively flat at about
$1.8 billion, a lack of growth reflecting the intensely
competitive industry conditions. It is also a result of weakness
in the company's men's wholesale business, though this has been
partially offset by growth in the European and U.S. women's
segments.

                        About the Company

Tommy Hilfiger Corporation, through its subsidiaries, designs,
sources and markets men's and women's sportswear, jeanswear and
childrenswear under the Tommy Hilfiger trademarks. Through a range
of strategic licensing agreements, the Company also offers a broad
array of related apparel, accessories, footwear, fragrance and
home furnishings. The Company's products can be found in leading
department and specialty stores throughout the United States,
Canada, Europe, Mexico, Central and South America, Japan, Hong
Kong, Australia and other countries in the Far East, as well as
the Company's own network of outlet and
specialty stores in the United States, Canada and Europe.  New
York, N.Y.-based Tommy Hilfiger -- http://www.tommy.com/-- is a  
strong participant in the competitive, full-priced sector of the
apparel market, distributing its clothing primarily through a
concentrated group of department stores, including Dillard's Inc.,
Federated Department Stores Inc., and May Department Stores Co.  
Sales to these customers have historically accounted for more than
50% of wholesale revenue.  Tommy Hilfiger Corporation's June 30,
2004, balance sheet shows $1.9 billion in assets, $184 million in
current liabilities, $350 million of long-term debt, and $1.2
billion in shareholder equity.


TOMMY HILFIGER: Delayed 10-Q May Trigger Covenant Defaults
----------------------------------------------------------
PricewaterhouseCoopers LLP, Tommy Hilfiger Corporation's
independent public accountants, says that its review of the
apparel company's second quarter financial statements can't be
completed until after the Special Committee formed in response to
a recent government probe has substantially completed its review.

The delay in filing the financial information required in a Form
10-Q may result in the Company not being in compliance with its
financial filing covenants in its public debt indenture.  

                   Says Any Defaults Can Be Cured

The Company expects to cure any non-compliance in a timely
fashion, and consequently expects that these securities will not
become due as a result of the filing delay.  However, if an
acceleration of its public debt were to occur, the Company expects
to use its available cash and possible alternative financing
sources to satisfy its obligations.  As of September 30, 2004, the
Company had cash, cash equivalents and short-term investments
totaling $428.9 million, and total indebtedness of $343.2 million.

                         Bank Talks Begin

In addition, the Company has initiated discussions with the banks
for the Tommy Hilfiger U.S.A., Inc. credit facility to seek to
obtain waivers relating to possible breaches or defaults that
could otherwise arise under that facility as a result of the delay
in furnishing quarterly financial information.  As of September
30, 2004, the Company had used $87.6 million of the available
borrowings under the THUSA credit facility to open letters of
credit, but did not have any direct borrowings outstanding under
that facility.

                       BB+ Rating from S&P

In January 2004, Standard & Poor's Ratings Services lowered the
corporate credit and senior unsecured debt ratings on Tommy
Hilfiger USA Inc. to BB+.  "The rating actions follow Standard &
Poor's review of the company's fundamental business position
within the fashion- oriented segment of the competitive apparel
industry," credit analyst Susan Ding said at the time. "The
company's operating environment is characterized by intense
competition, softness at the retail level, and the continued loss
of market share by department stores--the company's primary
channel--to other retail venues."

S&P noted earlier this year that, for the past several years,
Tommy Hilfiger's revenues have remained relatively flat at about
$1.8 billion, a lack of growth reflecting the intensely
competitive industry conditions. It is also a result of weakness
in the company's men's wholesale business, though this has been
partially offset by growth in the European and U.S. women's
segments.

                       About the Company

Tommy Hilfiger Corporation, through its subsidiaries, designs,
sources and markets men's and women's sportswear, jeanswear and
childrenswear under the Tommy Hilfiger trademarks. Through a range
of strategic licensing agreements, the Company also offers a broad
array of related apparel, accessories, footwear, fragrance and
home furnishings. The Company's products can be found in leading
department and specialty stores throughout the United States,
Canada, Europe, Mexico, Central and South America, Japan, Hong
Kong, Australia and other countries in the Far East, as well as
the Company's own network of outlet and specialty stores in the
United States, Canada and Europe.  New York, N.Y.-based Tommy
Hilfiger -- http://www.tommy.com/-- is a strong participant in  
the competitive, full-priced sector of the apparel market,
distributing its clothing primarily through a concentrated group
of department stores, including Dillard's Inc., Federated
Department Stores Inc., and May Department Stores Co.  Sales to
these customers have historically accounted for more than 50% of
wholesale revenue.   Tommy Hilfiger Corporation's June 30, 2004,
balance sheet shows $1.9 billion in assets, $184 million in
current liabilities, $350 million of long-term debt, and $1.2
billion in shareholder equity.


TORPEDO SPORTS: Annual Report Will Be Delayed
---------------------------------------------
Torpedo Sports USA, Inc., advised the Securities and Exchange
Commission that it will not be able to file its annual report for
the fiscal year ending July 21, 2004, on time.  The company
expects to file the report by Nov. 15, and expects to report a
dramatic decline in revenues:

                         Fiscal Year Ended
                  July 31, 2004     July 31, 2003
                  -------------     -------------
     Revenue       $ 2,682,000       $ 6,075,000
     Net Loss      $ 2,705,000       $ 3,458,000

Through its wholly owned Canadian subsidiary Torpedo Sports Inc.,
the U.S. company manufactured and distributed outdoor recreational
products for children for sale in the United States and Canada
until May 6, 2004.  

On January 23, 2004, Torpedo filed in Canada, a notice of its
intention to make a proposal to its creditors for the
restructuring of its debts. The proposal procedure allowed Torpedo
to continue (through May 6, 2004) to operate its business subject
to protection of the secured interests of its lenders and
suspended efforts by creditors to collect their debts while
Torpedo reviewed and analyzed its financial condition.  The
analysis enabled the Company to determine if it was able to
propose a plan to its creditors to resolve their indebtedness.  On
May 6, 2004, Torpedo declared bankruptcy in Canada with the
intention to liquidate its assets. Torpedo ceased operations in
May 2004.

Torpedo Sports Inc.'s April 30, 2004, balance sheet shows a
$3,512,598 stockholders' deficit.


UAL CORP: Toni Polverinni Agrees to Reduce Claim to $5 Million
--------------------------------------------------------------
On May 12, 2003, Toni Polverini filed Claim No. 39192, asserting  
certain worker's compensation rights and remedies connected to a  
stipulated worker's compensation award.  The Award provided  
lifetime medical treatment to cure or relieve the effects of Ms.  
Polverini's work-related injury.  UAL Corporation and its debtor-
affiliates objected to Claim No. 39192.

To avoid further litigation, the parties agree that a reasonable  
estimate of the present cash value of Ms. Polverini's Claim is  
$5,000,000.  Ms. Polverini will not oppose a reduction in her  
Claim from $18,925,000 to $5,000,000 to decrease the liability on  
the Debtors' Claims Register.  The Debtors do not concede the  
merits of Ms. Polverini's Claim.

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)   


UNION WADDING: Receiver Taking Bids to Sell as Turn-Key Operation
-----------------------------------------------------------------
     FOR SALE AS A TURNKEY OPERATION UNION WADDING COMPANY
                 LEADING TEXTILE MANUFACTURER
                    OF NON-WOVEN CHRISTMAS
                    DECORATIONS AND OTHER
                NON-WOVEN INDUSTRIAL PRODUCTS

Business and assets of Union Wadding Company, founded in 1791,
leading manufacturer of non-woven Christmas decorations to major
U.S. retailers, available for immediate sale as turnkey operation.  
Consumer products include artificial snow cover, Christmas tree
skirts and drapes, and sparkling icicles sold under company label
and private label brands in over 25,000 retail storefronts in U.S.
and Canada.  Industrial product lines incl. high-loft and needle
punch non-woven roll goods used in padding, quilting and filtering
products.

    * 343,000 sq. ft. +/-  Multi-Story Fully Equipped Mill
      Complex, 6.46 +/- acres in Pawtucket, Rhode Island,
      consisting of manufacturing, warehouse and office space,
      loading docks, 3 freight elevators and numerous conveyor
      systems, and 17,000 sq. ft. +/- parking lot. Easy access
      to Interstate 95.

    * Machinery, Equipment, and Inventory -- spray bond and
      needle punch lines, packaging and sealing equipment,
      blending and bleach house equipment, office furnishings and
      equipment, material handling and plant support equipment.

    * 147,077 sq. ft. +/- Industrial Facility on 1.59 +/- acres
      in Chicago, Illinois, consisting of warehouse space with
      easy access to major expressways, including I-94, I-90,
      I-290, I-55 and I-355, convenient to downtown Chicago.

    * Over 200 Active Customers, including well-known major
      U.S. retailers.

    * 2003 Fiscal Year Revenues of $19,900,000 +/-

FOR BID PACKAGE AND
FURTHER INFORMATION CONTACT:  Diane Finkle, Esq.
                              Receiver
                              Winograd, Shine & Zacks, P.C.
                              123 Dyer Street
                              Providence, Rhode Island 02903
                              Telephone (401) 273-8300
                              Fax (401) 272-5728
                              E-Mail: dfinkle@wszlaw.com


UNIVERSAL HOSPITAL: Equity Deficit Narrows to $89.5M at Sept. 30
----------------------------------------------------------------
Universal Hospital Services, Inc., reported financial results for
the third quarter ended September 30, 2004.

Total revenues were $49.6 million for the third quarter of 2004,
representing an 18.6% increase from total revenues for the same
period of 2003.  Gross margin increased by 14.9% to $20.4 million
during the quarter.  Through the first nine months of 2004,
revenues increased by 17.0% to $147.9 million, and gross margin
increased by 12.9% to $63.8 million.  Net loss for the quarter was
$1.0 million, compared to net income of $1.0 million for the same
quarter last year.  The net loss for the first nine months of 2004
is $0.3 million, compared to net income of $5.0 million last year.
The change from last year is primarily due to increased interest
expense related to our recapitalization in the fourth quarter of
2003.

"Our third quarter results were in line with our growth
expectations and depict consistent performance across the
lifecycle of services including outsourcing, our AMPP and resident
based programs, as well as strong momentum in our less capital
intensive Equipment Sales and Remarketing and Service businesses"
said President and CEO Gary Blackford.  "In addition, our re-entry
into the Bariatrics market earlier this year continues to produce
solid results."

Earnings before interest, taxes, depreciation and amortization
(EBITDA) for the third quarter of 2004 were $16.6 million compared
to $15.1 million for the prior year, a $1.5 million or 10.3%
increase.  For the first nine months of 2004 EBITDA was
$51.8 million versus $47.9 million for the prior year, a
$3.9 million or an 8.1% increase.

At September 30, 2004, Universal Hospital's balance sheet showed
an $89,504,000 stockholders' deficit, compared to an $89,903,000
deficit at December 31, 2003.

                        About the Company

Based in Bloomington, Minnesota, Universal Hospital Services, Inc.
is the leading medical equipment lifecycle services company in the
country.  Universal Hospital offers comprehensive solutions that
maximize utilization, increase productivity and support optimal
patient care resulting in capital and operational efficiencies.
UHS currently operates through 13 regional service centers and
more than 70 district offices, serving customers in all 50 states
and the District of Columbia.


US UNWIRED: Sept. 30 Balance Sheet Upside Down by $233.6 Million
----------------------------------------------------------------
US Unwired Inc. (OTCBB:UNWR), a PCS Affiliate of Sprint
(NYSE:FON), reported revenues of $152.8 million for the
three-month period ended September 30, 2004.  The Company posted
EBITDA (Earnings Before Interest, Taxes, Depreciation and
Amortization) for the consolidated operations of $30.5 million for
third quarter of 2004, $22.5 million of which was generated by the
US Unwired consolidated group other than the Company's wholly
owned subsidiary, IWO Holdings, Inc.

"We continued to accelerate the positive momentum we established
late last year despite the challenges that the hurricanes posed to
us and the communities that we serve.  At both US Unwired and IWO,
we achieved new high marks for EBITDA performance during the
quarter.  We accomplished this while adding to our subscriber base
at a rate three times that of the third quarter last year," said
Robert Piper, US Unwired's President and Chief Executive Officer.
"We are well positioned to finish the year at the high end of our
annual operating guidance targets."

During the third quarter of 2004, the Company purchased $48
million aggregate face amount of its 13 3/8% Senior Subordinated
Discount Notes due 2009.  Subsequently, the Company gave notice to
redeem all remaining notes of the issue on November 1, 2004.  The
November 1st redemption was funded by $43.9 million in cash and
retired the 13 3/8% Senior Subordinated Discount Notes issue.
Together, the redemption and repurchases will eliminate
approximately $89.2 million aggregate face amount of debt and
further reduce the Company's annual interest expense by
approximately $12 million.

For the third quarter of 2004:

   * subscriber acquisition cost was $306;

   * monthly average minutes of use per subscriber were 923 with
     roaming and 704 without roaming;

   * total system minutes of use were approximately 2.1 billion,
     including 666 million roaming minutes; and

   * churn, net of 30-day returns, was 3.3% and average monthly
     revenue per PCS subscriber -- ARPU, including roaming, was
     $71.94.

At September 30, 2004, the company had cash of approximately
$167.4 million, $126.4 million of which was held by the US Unwired
consolidated group other than the Company's wholly owned
subsidiary, IWO Holdings, Inc.

At September 30, 2004, US Unwired's balance sheet showed a
$233,626,000 stockholders' deficit, compared to a $229,767,000
deficit at December 31, 2003.

                          About Sprint

Sprint is a global integrated communications provider serving more
than 26 million customers in over 100 countries.  With more than
$26 billion in annual revenues in 2003, Sprint is widely
recognized for developing, engineering and deploying state-of-the-
art network technologies, including the United States' first
nationwide all-digital, fiber-optic network and an award-winning
Tier 1 Internet backbone.  Sprint provides local communications
services in 39 states and the District of Columbia and operates
the largest 100-percent digital, nationwide PCS wireless network
in the United States.  For more information, visit
http://www.sprint.com/

                        About US Unwired

US Unwired Inc., headquartered in Lake Charles, Louisiana, holds
direct or indirect ownership interests in five PCS Affiliates of
Sprint: Louisiana Unwired, Texas Unwired, Georgia PCS, IWO
Holdings and Gulf Coast Wireless.  Through Louisiana Unwired,
Texas Unwired, Georgia PCS and IWO Holdings, US Unwired is
authorized to build, operate and manage wireless mobility
communications network products and services under the Sprint
brand name in 68 markets, currently serving over 650,000 PCS
customers. US Unwired's PCS territory includes portions of
Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi,
Oklahoma, Tennessee, Texas, Massachusetts, New Hampshire, New
York, Pennsylvania, and Vermont.  For more information on US
Unwired and its products and services, visit the Company's web
site at http://www.usunwired.com/US Unwired is traded on the OTC  
Bulletin Board under the symbol "UNWR".


VARTEC TELECOM: Hires Vinson & Elkins as Bankruptcy Counsel
-----------------------------------------------------------
The Honorable Steven A. Felsenthal of the U.S. Bankruptcy Court
for the Northern District of Texas, Dallas Division, approved the
retention of Vinson & Elkins LLP as bankruptcy counsel of Vartec
Telecom Inc. and its debtor-affiliates.

Vinson & Elkins will:

  (a) serve as attorneys of record for the Debtors in all aspects
      of these cases, including any adversary proceedings
      commenced in connection with these cases, and provide
      representation and legal advice to the Debtors throughout
      the cases;

  (b) assist in the formulation and confirmation of a chapter
      11 plan and disclosure statement for the Debtors;

  (c) consult with the U.S. Trustee, any statutory committee
      and all other creditors and parties-in-interest concerning
      the administration of these cases;

  (d) take all necessary steps to protect and preserve the
      Debtors' estates; and

  (e) provide all other legal services required by the Debtors and
      assist the Debtors in discharging their duties as the
      debtors-in-possession in connection with these cases.

Daniel C. Stewart, Esq., is the lead attorney in these
proceedings, assisted by William L. Wallander, Esq., and Richard
H. London, Esq.  Mr. Stewart discloses that the Firm did
prepetition work for the Debtors and, as a result, holds $350,000
in its retainer account.

The current hourly rates of the Firm's professionals ranges from
$425 to $590 for partners, $160 to $400 for associates and $125 to
$175 for paraprofessionals.

To the best of the Debtors' knowledge, Vinson & Elkin does not
hold any interest materially adverse to the Debtors and their
estates.

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- is a provider of local and long distance  
service and is considered a pioneer in promoting 10-10 calling
plans.  The Company and its affiliates filed for chapter 11
protection on November 1, 2004 (Bankr. N.D. Tex. Case No.
04-81695).  When the Company filed for protection from its
creditors, it listed more than $100 million in assets and debts.


VARTEC TELECOM: Want Access to $30 Million of DIP Financing
-----------------------------------------------------------
VarTec Telecom, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas for authority
to enter into a postpetition credit agreement and permission to
continue using their secured creditors' cash collateral.

The Debtors need a reliable source of financing to alleviate
potential cash-flow difficulties that may arise and to reassure
parties-in-interest of their continuing viability while operating
in chapter 11.  Without the financing, the Debtors' operations
will cease and any going concern value of their businesses will be
lost.

The Debtors tell the Court that the Rural Telephone Finance
Cooperative has agreed to provide $30 million of postpetition
financing.  The Debtors agree that the Lenders will have priority
in payment over any and all administrative expenses or any
creditor in these cases.

Prior to the petition date, the Debtors already had a $154 million
term loan and $70 million revolving credit from Rural Telephone.

To secure the interests of the Lender, the Debtors propose to
grant perfected first priority liens and security interests and
highest available priority security interests pursuant to Sections
364(d)(1) and 364(c)(2) of the Bankruptcy Code.

The Debtors urge Judge Felsenthal to approve the use of cash
collateral and the DIP Financing as soon as possible to avoid
irreparable harm to their estates.

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- is a provider of local and long distance  
service and is considered a pioneer in promoting 10-10 calling
plans.  The Company and its affiliates filed for chapter 11
protection on November 1, 2004 (Bankr. N.D. Tex. Case No.
04-81695).  Daniel C. Stewart, Esq., William L. Wallander, Esq.,
and Richard H. London, Esq., at Vinson & Elkins represent the
Debtors.  When the Company filed for protection from its
creditors, it listed more than $100 million in assets and debts.


VARTEC TELECOM: Lease Rejection to Cost Lexington $4.7 Million
--------------------------------------------------------------
Lexington Corporate Properties Trust (NYSE: LXP), a real estate
investment trust, reported that VarTec Telecom, Inc., one of
Lexington's current tenants, filed a petition under Chapter 11 of
the U.S. Bankruptcy Code with the U.S. Bankruptcy Court in the
Northern District of Texas.

VarTec leases a 249,452 square foot office property in Dallas,
Texas. The lease expires in September 2015. The annualized base
rental revenue from VarTec's lease is approximately $3.5 million.
The base rental revenue on the Property accounted for
approximately 2.6% of Lexington's total consolidated base rental
revenue for the nine months ended September 30, 2004. Should
VarTec reject the lease in connection with its bankruptcy and the
Property is vacant, Lexington estimates that annual funds from
operations will be reduced by approximately $4.7 million, due to
lost rental revenue of approximately $3.5 million and estimated
Property operating costs of approximately $1.2 million.

As of September 30, 2004, Lexington's non-recourse mortgage note
secured by the Property had an outstanding balance of $21 million.
The note has a fixed interest rate of 7.49%, requires annual debt
service of $2.0 million and is scheduled to mature in December
2012, when a balloon payment of $16.0 million is due. The lender
holds a $2.5 million letter of credit issued by Lexington as
collateral against the mortgage. In addition, the Property had a
net book value of $28.9 million and Lexington had a deferred rent
receivable, deferred loan costs and deferred lease costs of
$1.6 million, $0.2 million and $1.3 million, respectively.

                        About Lexington
                          
Lexington is a real estate investment trust that owns and manages
office, industrial and retail properties net-leased to major
corporations throughout the United States and provides investment
advisory and asset management services to investors in the net
lease area. Lexington common shares closed Monday, November 1,
2004, at $22.94 per share. Lexington pays an annualized dividend
of $1.40 per share. Additional information about Lexington is
available at http://www.lxp.com/

                   About VarTec Telecom, Inc.

VarTec Telecom, Inc. is a provider of local and long distance
service and is considered a pioneer in "dial around" long distance
service. VarTec offers services to both residential consumers and
small business customers in the United States and select countries
around the world.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 1, 2004 (Bankr. N.D. Tex. Case No.
04-81694).  Daniel C. Stewart, Esq., William L. Wallander, Esq.,
and Richard H. London, Esq., at Vinson & Elkins represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from its creditors, they estimated more than $100
million in debts and assets.


WCI COMMUNITIES: S&P Lifts Corporate Credit Rating to BB from BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on WCI Communities Inc. to 'BB' from 'BB-'.  Additionally,
the ratings on the company's existing $800 million senior
subordinated notes are raised to 'B+' from 'B'.  The outlook is
revised to stable from positive.

"The upgrades are supported by WCI's broadening product platform,
good overall performance, and improved financial flexibility,"
said Standard & Poor's credit analyst Jeanne Sarda. "This
builder's credit strengths are tempered by the risks associated
with its geographic expansion plans, a moderate level of secured
debt within its capital structure, and the fact that its debt
coverage measures are currently lower than the peer average."

The company's shift toward broader offerings, including more
lower-priced units, should provide better earnings stability, and
its geographic expansion will eventually help balance the seasonal
nature of its income stream.  Backlog is solid, providing good
forward earnings visibility, as the record $1.9 billion at
September 30, 2004 represents a substantial 124% of homebuilding
revenues (for the trailing 12 months).  Lastly, given that roughly
half of WCI's customers are cash buyers, the company should be
less affected by rising rates than some of its peers that are more
heavily focused on the entry-level niche.


WINSTAR COMMS: Trustee Wants Court Approval on Lucent Settlement
----------------------------------------------------------------
During the pendency of their Chapter 11 cases, Winstar
Communications, Inc. sold several of its business divisions and
various other assets to various third parties.  The aggregate
amount of the proceeds that the Debtors received during the
pendency of their Chapter 11 cases from the Miscellaneous Asset
sales was approximately $1,890,000.

Lucent Technologies, Inc., was directed to provide the Debtors
with all documentation purporting to establish that Lucent had a
valid and perfected lien in a portion of the Miscellaneous
Assets.

Subsequently, Lucent asserted that it held a valid and perfected
lien on certain of the Miscellaneous Assets and provided certain
documentation to the Debtors.  The Debtors and Lucent were unable
to agree on the extent of Lucent's liens in the Miscellaneous
Assets prior to January 24, 2002, the day the Court converted the
Debtors' Chapter 11 cases to Chapter 7.

As previously reported, the Debtors commenced an adversary
proceeding against Lucent on the Petition Date -- Contract
Adversary Proceeding -- for breach of their Supply and Credit
Agreements based on Lucent's alleged failure to fund purchases
and provide goods and services under the Supply Agreement.

On September 26, 2002, Christine C. Shubert, the Chapter 7
Trustee overseeing the liquidation of Winstar Communications,
Inc.'s estate, commenced an adversary proceeding against Lucent
and two other defendants that asserted secured claims in the
proceeds from the sale of the Debtors' assets to IDT Winstar
Acquisition -- Lien Adversary Proceeding.

Through the Lien Adversary Proceeding, the Trustee sought to:

      (i) require Lucent to prove the validity, priority and
          extent of its liens in the Acquired Assets;

     (ii) determine the validity, priority and extent of Lucent's
          alleged liens in the Acquired Assets, pursuant to
          Section 506 of the Bankruptcy Code; and

    (iii) determine the value of the collateral securing the
          liens, and the appropriate allocation of the Sale
          Proceeds, if any, that may be attributable to any valid
          secured claims that Lucent may hold, to the extent that
          Lucent is deemed to have valid, perfected liens that
          rightfully attach to the Sale Proceeds.

After over one year of litigation and extensive negotiations, the
Trustee and Lucent entered into a settlement agreement that
resolved substantially all of Lucent's secured claims against the
Debtors' estates and resulted in the dismissal of the Lien
Adversary Proceeding.  Pursuant to their November 2003
Settlement, the parties resolved all secured claims that Lucent
asserted or may have against the Debtors' estates with respect to
the Sale Proceeds in consideration for the parties' agreement
that:

    * Lucent held a valid, properly perfected, first priority
      secured lien in a substantial portion of the Acquired
      Assets;

    * The Trustee would allocate $5,500,000 to Lucent's validly
      perfected lien, which represented the total value of
      Lucent's lien in the Acquired Assets at the time of the sale
      of substantially all of the Debtors' assets to IDT
      Corporation on December 18, 2001;

    * The Trustee would place $5,500,000 of the Sale Proceeds
      into an interest bearing escrow account to be maintained by
      the Trustee in respect of the lien; and

    * The Trustee would not release the funds to Lucent or
      any other party, except pursuant to a further final and non-
      appealable order of the Court, after notice and a hearing,
      or a written agreement by the parties directing the Trustee
      to distribute the funds.

The parties further agreed that Lucent's claims against the
Debtors' estates with respect to certain miscellaneous asset
sales would remain unaffected by their settlement.  The parties
continued to negotiate and exchange information regarding the
extent of Lucent's liens in the Miscellaneous Assets and whether
a portion of the Miscellaneous Asset Sale Proceeds should be
allocated to Lucent's liens, if any, based on the value of
Lucent's collateral transferred as part of these asset sales.

                 Miscellaneous Assets Stipulation

The parties took contrary positions with respect to the extent of
Lucent's validly, properly perfected, first priority lien in a
portion of the Miscellaneous Assets, and whether a portion of the
Miscellaneous Asset Sale Proceeds should be allocated to Lucent's
liens.  The parties engaged in extensive negotiations and
exchanged information concerning the extent of Lucent's liens in
the Miscellaneous Assets and the value of the collateral.

After extensive negotiations, the parties agree that:

    (1) Lucent holds a valid, properly perfected, first priority
        secured lien in a substantial portion of the Miscellaneous
        Assets;

    (2) The Trustee will allocate $800,000 of the Miscellaneous
        Asset Sale Proceeds, plus interest, to Lucent's lien in
        the Miscellaneous Assets, which represents the total value
        of Lucent's lien at the time of the sale of the
        Miscellaneous Assets to various third-parties during the
        pendency of the Debtors' Chapter 11 cases;

    (3) After the Court approves the Stipulation, the Trustee will
        transfer $800,000 of the Miscellaneous Asset Sale
        Proceeds, plus interest, into the Escrow Account without
        releasing the funds to Lucent or any other party, except
        pursuant to a further final and nonappealable order of the
        Court,  after notice and a hearing, or written agreement
        by the parties directing the Trustee to distribute the
        funds;

    (4) Lucent may ask the Court to compel the Trustee to
        distribute the $800,000 to Lucent in satisfaction of its
        lien in the Miscellaneous Assets on the earlier to occur
        of:

           (a) a resolution through the entry of a final and
               nonappealable order by the Bankruptcy or District
               Court or a resolution through a written agreement
               of the parties with respect to, Count Eleven of the
               Trustee's second amended complaint in the Contract
               Adversary Proceeding in a manner that some or all
               of Lucent's claims under the Lucent Credit
               Agreement, Supply Agreement or related agreements,
               are not subject to equitable subordination; or

           (b) a written agreement by the parties that Lucent may
               take the action;

    (5) After the $800,000 transfer into the Escrow Account, all
        of Lucent's secured proofs of claim relating to the
        Miscellaneous Assets will be permanently reduced to
        $800,000, and any deficiency claim will be deemed part of
        Lucent's unsecured proofs of claim;

    (6) Lucent will be deemed to hold an $800,000 allowed secured
        claim on account of Lucent's interest in the Miscellaneous
        Asset Sale Proceeds;

    (7) After the $800,000 transfer, Lucent will waive, release
        and forever discharge any and all secured claims that it
        has or may have against the Miscellaneous Asset Sale
        Proceeds, except the Allowed Miscellaneous Asset Sale
        Proceeds Secured Claim.  Lucent will have a valid,
        properly perfected, first priority secured lien on account
        of the Allowed Miscellaneous Asset Sale Proceeds Secured
        Claim for $800,000 transferred to the Escrow Account;

    (8) Resolution of Lucent's secured claims against the Debtors'
        estates with respect to the Miscellaneous Assets pursuant
        to the Stipulation will have no effect on Lucent's rights;

    (9) All of Lucent's secured claims against the Debtors'
        estates have been resolved.  The full and final resolution
        of all of Lucent's secured claims against the Debtors'
        estates will have no effect on the parties' causes of
        action and claims, defenses or arguments asserted in the
        Contract Adversary Proceeding;

   (10) Resolution of all Lucent's secured claims against the
        Debtors' estates will have no effect on the parties'
        rights, claims, defenses and arguments with respect to any
        rights that Lucent may have, if any, with respect to any
        general unsecured claims that Lucent may have asserted
        against the Debtors' estates; and

   (11) The Trustee will not use any estate funds in which Lucent
        has an interest pursuant to any Court order, stipulation,
        or settlement for any purpose without Lucent's prior
        written consent or further Court order;

By this motion, the Trustee asks the Court to approve the
Stipulation which fully and finally resolves any and all secured
claims that Lucent has asserted or may hold against the Debtors'
estates.

The Trustee believes that absent approval of the Stipulation, the
parties will be forced to resort to an adversary proceeding to
determine the extent of Lucent's interest in the Miscellaneous
Asset Sale Proceeds, which would likely require expert testimony
with respect to the value of Lucent's collateral in the
Miscellaneous Asset sales.  The outcome of any litigation over
Lucent's secured claims in the Miscellaneous Asset Sale Proceeds
cannot be predicted with any certainty.  Prosecution of an
adversary proceeding would be very costly to the Debtors' estates
due to the complexity of the issues and the amount of discovery
that would be required to fully litigate and resolve them before
the Court.

Headquartered in New York, New York, Winstar Communications, Inc.,
provides broadband services to business customers.  The Company
and its debtor-affiliates filed for chapter 11 protection on April
18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through 01-01462).  
The Debtors obtained the Court's approval converting their case to
a chapter 7 liquidation proceeding in January 2002.  Christine C.
Shubert serves as the Debtors' chapter 7 trustee.  When the
Debtors filed for bankruptcy, they listed $4,975,437,068 in total
assets and $4,994,467,530 in total debts.  (Winstar Bankruptcy
News, Issue No. 61; Bankruptcy Creditors' Service, Inc.,
215/945-7000)  


WORLDCOM INC: To Release 3rd Quarter 2004 Financials Today
----------------------------------------------------------
MCI, Inc. (Nasdaq: MCIP) will announce its third quarter 2004
financial results before market opens today, November 4, 2004.  
The Company will host a conference call at 8:30 a.m. EST to
discuss its results.  A live Webcast of the conference call will
be available at http://www.mci.com/investor An archive of the  
presentation will be available for replay for 30 days.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532). On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts. The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (Worldcom Bankruptcy News,
Issue No. 64; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WORLDCOM: Wisconsin Commission Asks Court to Allow $841,150 Claim
-----------------------------------------------------------------
Before the Petition Date, the Wisconsin Public Service Commission
sent the WorldCom, Inc. and its debtor-affiliates assessments for
$841,150 that was due under the Wisconsin Advanced
Telecommunications Foundation Act.  Peggy A. Lautenschlager,
Attorney General of Wisconsin, relates that the 2001 Wisconsin Act
16 required all telecommunications providers to pay outstanding
amounts originally solicited by the Wisconsin Advanced
Telecommunications Foundation.

Established in 1994, the Foundation was a governmental body, with
which the Governor was authorized to appoint a majority of its
directors.  The Foundation was subject to open meeting and state
ethics laws.  The Foundation's purpose was to fund advanced
telecommunications technology application provisions and to
educate telecommunications users about advanced telecommunications
services.  The Foundation was to establish an endowment fund made
up of $25.5 million solicited from telecommunications providers
and from state appropriations.  The Legislature authorized the
state, local governments, schools, libraries, and health care
information services to apply for funding for projects related to
that purpose.

Ms. Lautenschlager states that the 2001 Wisconsin Act 16 dissolved
the Foundation and required all telecommunications providers to
pay, within 30 days from when the Wisconsin Commission notified
the provider of its obligation, all amounts previously solicited
by the Foundation.  The assessments were based on a percentage of
the providers' intrastate gross revenues.  All monies received
under the 2001 Wisconsin Act 16 are to be distributed to the
Wisconsin school districts.

                 Providers Opposed the Assessments

In a letter to the Wisconsin Commission dated November 12, 2001,
the Debtors and several other telecommunications providers
objected to the assessments on seven statutory grounds:

    (1) Prior to the enactment of 2001 Wisconsin Act 16, the
        telecommunications providers had been asked to make
        voluntary contributions;

    (2) The Debtors had not consented to pay the amounts;

    (3) The Wisconsin Commission was estopped from collecting the
        assessments;

    (4) The 2001 Wisconsin Act 16 converted voluntary
        contributions into a tax;

    (5) The 2001 Wisconsin Act 16 did not create adequate
        statutory authority for the Wisconsin Commission or the
        Foundation to tax telecommunications providers;

    (6) The 2001 Wisconsin Act 16 did not constitute the clear and
        express statutory language necessary to impose a tax; and

    (7) The calculation of the assessments was not accurate.

The letter also raised objections under the Wisconsin
Constitution that:

    -- the 2001 Wisconsin Act 16 created a "special or
       private law . . . for assessment or collection of taxes";

    -- the 2001 Wisconsin Act 16 was a "private or local
       bill" invalid because it was included in the Budget Bill;

    -- the method used to calculate the assessments was an
       impermissible delegation of legislative power to grant tax
       exemptions;

    -- the 2001 Wisconsin Act 16 and the assessment itself imposed
       a non-uniform gross receipts tax; and

    -- the 2001 Wisconsin Act 16 denied the telecommunications
       providers a remedy for wrongs.

The letter further asserted that that the 2001 Wisconsin Act 16
and the assessment violated the equal protection and due process
clauses to the United States and the Wisconsin Constitutions.

                     Administrative Proceeding

The Wisconsin Commission commenced an administrative proceeding to
hear the telecommunication providers' objections.  On June 24,
2004, the Commissioners rejected all of the telecommunications
providers' non-constitutional objections.  The panel held that:

    (1) The Wisconsin Advanced Telecommunications Foundation
        Assessment constituted a tax as a matter of law;

    (2) The amounts solicited were reasonably, properly and
        lawfully determined;

    (3) The providers' equitable estoppel arguments were without
        merit; and

    (4) The amount of the bill was final because no provider filed
        a timely objection, setting out in detail objections to
        the amount of the bills.

As an administrative body, the panel declined to rule on the
merits of the telecommunication providers' objections based on
state and federal constitutional law.

On July 26, 2004, the Debtors and other providers filed appeals
from the Commission's June 24, 2004 Order in the Wisconsin State
Court, asking the Circuit Court to:

    (a) overturn the Final Order; and

    (b) make a determination on the constitutional claims that
        were raised, but not decided, in the Administrative
        Proceeding.

                   The Wisconsin Commission Claim

On December 12, 2002, the Wisconsin Commission filed Claim No.
3686 against the Debtors for amounts it calculated were due
pursuant to the 2001 Wisconsin Act 16.  Subsequently, the Debtors
asked the Bankruptcy Court to expunge and disallow Claim No. 3686
on the grounds that:

    -- they disputed the debt;

    -- the proof of claim had no attached documentation;

    -- there was no itemization of the principal versus interest
       in the claim; and

    -- the claim was a fee rather than a tax under In re
       Chateaugay Corp., 53 F.3d 478.

The Debtors and the Wisconsin Commission stipulated, and the
Court ordered, on November 18, 2003, that the Administrative
Proceeding could go forward with the Debtors' participation
without violating the automatic stay.  The Debtors and the
Wisconsin Commission agreed that:

    (a) the forum for the determination of the Debtors' objections
        to the assessments under state law and the United States
        Constitution would be the Administrative Proceeding and
        any state court appeals flowing from that proceeding; and

    (b) the sole issue to be determined by the Bankruptcy Court
        was whether Claim No. 3686 was a tax within the meaning of
        the Bankruptcy Code.

                      Claim No. 3686 is a Tax

By this motion, the Wisconsin Commission asks Judge Gonzalez to
allow Claim No. 3686 as a tax priority under Section 507(a)(8) of
the Bankruptcy Code.

Ms. Lautenschlager asserts that the Public Service Commission
assessments fall squarely within the definition of " tax" as the
Second Circuit has interpreted the term.

In City of New York v. Feiring, 313 U.S. 283, 285 (1941), the
Supreme Court has held that a tax priority "extends to those
pecuniary burdens laid upon individuals or their property,
regardless of their consent, for the purpose of defraying the
expenses of government or of undertakings authorized by it."

The Second Circuit refined that standard in In re Chateaugay.  In
In re Chateaugay, Ms. Lautenschlager relates, the debtor, a former
coal mining company, challenged the federal government's claim to
a tax priority for amounts due under the Coal Act.  That act was
one of a series of statutes converting mining companies' agreement
to pay lifetime health benefits to minors into a statutory
obligation.  The Department of Health and Human Services assessed
each company's obligation based on the cost of benefits for that
company's assigned beneficiaries.

In assessing whether those premiums constituted a tax, Ms.
Lautenschlager says, the court adopted the four-factor test from
In re Lorber Indus., 675 F.2d 1062, 1066 (9th Cir. 1982).  The
court considered whether the payments were:

    (1) an involuntary pecuniary burden, regardless of name, laid
        upon the individuals or property;

    (2) imposed by the Legislature;

    (3) for purpose purposes, including the purposes of defraying
        expenses of government or undertaking authorized by it;
        and

    (4) under the policy or taxing power of the state.

The Public Service Commission's claim satisfies the four factors
of that case.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (Worldcom Bankruptcy News,
Issue No. 63; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ZENDA CAPITAL: Gets Ontario Securities Commission's Default Status
------------------------------------------------------------------
Zenda Capital Corp. (ZND - TSX Venture), is considered by the
Ontario Securities Commission to be in default of its obligations
for the filing of its financial statements for the year ended
Dec. 31, 2003. This situation arises from the Company's use of an
auditor who was not, at the time of his report, in compliance with
the Canadian Public Accountability Board. The Company will refile
the financial statements after they have been prepared by a public
accounting firm that has entered into a participation agreement
with the CPAB and is in compliance with any restrictions or
sanctions imposed by the CPAB.

The TSX Venture Exchange has neither approved nor disapproved of
the contents of this press release.

Zenda Capital Corp. is a junior exploration company that trades on
Tier 2 of the TSX Venture Exchange (TSXV) with symbol ZND.
Formerly known as Zenda Gold Corp., the Shareholders of the
company have approved a return to the name of Zenda Gold Inc. to
reflect the Corporation's commitment to the resource sector.


* Angus Phang Joins Mintz Levin's IP Section in London Firm
-----------------------------------------------------------
November 2, 2004 / Business Wire

Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, LLP announced that
Angus Phang has joined the firm's London office as a Member in the
Intellectual Property section.

An experienced solicitor, Mr. Phang was previously a partner at
Willoughby & Partners in Oxford where his practice concentrated on
IP protection, enforcement and exploitation, non-contentious IT
and eBusiness and IP asset management. Prior to joining Willoughby
& Partners, Mr. Phang was a partner and the joint head of the
technology group at Andersen Legal Garretts in the Thames Valley
where he was responsible for the development of the firm's IP
practice and where he worked with clients such as Office Depot,
Timberland, and Motorola.

"As we continue to expand our presence in Europe where we have
established a premier intellectual property practice, the addition
of Angus, a highly experienced solicitor, further enhances our
ability to provide outstanding service to a growing number of
companies," said Ivor Elrifi, a Member of the firm and Co-Chair of
the IP Practice. " We are seeing an increasing need for IP
assistance from both European companies who have U.S. IP issues
and domestic clients who need help with foreign IP issues and we
are now in a better position than ever to meet the needs of those
clients."

Mr. Phang is a member of the Society for Computers and Law, the
Thames Valley Commercial Lawyers Association and INTA. He earned a
BSc. (Hons) in Biochemistry from the University of Surrey and his
law diploma from the University of Westminster.

Mintz Levin's London office assists clients with many significant
issues and challenges involved in the intellectual property arena.
It provides comprehensive, practical advice to a wide range of
emerging and established technology-based businesses in high
technology, biotechnology and pharmaceuticals, manufacturing,
nanotechnology, and telecommunications, as well as other
industries. Mintz Levin's diverse clientele includes multinational
corporations, universities, early-stage companies, and individual
inventors.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC is a
multidisciplinary law firm with over 450 attorneys and senior
professionals in Boston, Washington D.C., Reston, VA, New York,
New Haven, CT, Los Angeles and London.

Mintz Levin is distinguished by its reputation for responsive
client service and expertise in the areas of bankruptcy; business
and finance; communications; employment; environmental; federal;
health care; immigration; intellectual property; litigation;
public finance; real estate; tax; and trusts and estates. Mintz
Levin's international clientele range from privately held start-
ups to Fortune 100 companies in a wide array of industries
including biotechnology, venture capital, telecommunications,
health care and high technology.

Mintz Levin was one of the first law firms to develop
complementary consulting capabilities to provide complete
solutions to clients' problems, including investment/wealth
management, government and public affairs and transactional
insurance. More information is available at http://www.mintz.com/

                          *********

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.

                *** End of Transmission ***