TCR_Public/041116.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, November 16, 2004, Vol. 8, No. 251

                           Headlines

AAR CORPORATION: Fitch Revises Outlook on BB- Rating to Stable
ACCERIS COMMS: Sept. 30 Balance Sheet Upside-Down by $58.2 Million
AIR CANADA: WestJet Balks at Proposal to Amend Statement of Claim
AIR EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
AMERICA'S PARADISE: Case Summary & 20 Largest Unsecured Creditors

AMERICAN SKIING: Extends 12% Sr. Debt Offering Until Wednesday
AMRESCO COMMERCIAL: Moody's Junks Four Note Classes
ASSET BACKED: Fitch Affirms Low-B Ratings on Four Cert. Classes
ATA AIRLINES: Wants to Pay Prepetition Foreign Vendor Obligations
ATA AIRLINES: Wants to Pay Prepetition Insurance Obligations

ATA AIRLINES: Fort Worth Airport Wants Prepetition PFCs Exempted
BUFFETS HOLDINGS: S&P Affirms Rating & Says Outlook is Negative
BUSH INDUSTRIES: Emerges from Bankruptcy Protection
CATHOLIC CHURCH: Court Appoints C. Arnold as Guardian Ad Litem
CATHOLIC CHURCH: Will File List of Tort Claimants Under Seal

CDA INTL: Has Until January 15 to Pay Bank of Montreal Loan
CENTERPOINT: Fitch Holds BB+ Ratings on Securities & Premium Notes
CNET NETWORKS: S&P Rates Sr. Unsec. Debt B- & Junks Sub. Debt
COVANTA ENERGY: Asks Court to Okay Browne Gregg Settlement Pact
DANKA BUSINESS: Moody's Cuts Ratings & Says Outlook is Negative

DEL MONTE: Credit Metrics Improvement Cues Fitch to Raise Ratings
DELTA AIR: S&P May Raise or Lower Ratings After Contract Approval
DEVON MOBILE: Trustee Has Until March 28 to Object to Claims
DIVERSIFIED CORPORATE: Appeals AMEX Delisting Notice
DVI FINANCIAL: Moody's Reviewing Ratings & May Downgrade

EL PASO CORP: Moody's Confirms B Ratings with Stable Outlook
ENRON: Wants Court Nod on $1.9 Million NYISO Settlement Agreement
FEDERAL-MOGUL: Wants to Decide on Leases Until April 1, 2005
FIBERMARK INC: Files Chapter 11 Plan of Reorganization
FLEXTRONICS INTL: Moody's Puts Ba2 Rating on $500M Sr. Sub. Notes

FLEXTRONICS INTL: Has Very Good Liquidity, Says Moody's
FOREMOST CARE: Case Summary & 20 Largest Unsecured Creditors
GLOBAL CROSSING: Trades Under "GLBC" Ticker Symbol on Nasdaq
GOLDMAN SACHS: Fitch Upgrades Class B-5's Rating to BB from B
HANGER ORTHOPEDIC: S&P Junks Subordinated Loan

HEDSTROM CORP: Hires Shaw Gussis as Bankruptcy Counsel
HEDSTROM CORP: Look for Bankruptcy Schedule on December 2
HILL CITY: Look for Bankruptcy Schedules on November 25
INDUSTRIAL RUBBER: Case Summary & 20 Largest Unsecured Creditors
INTERPOOL INC: Posts $19.6 Million Net Income in Second Quarter

INTERPUBLIC: Fitch Affirms Double-B Ratings with Stable Outlook
INTERPUBLIC GROUP: Moody's Holds Ba1 Rating on Subordinated Notes
INTERSTATE BAKERIES: Court OKs Stinson Employment as Local Counsel
INTERSTATE BAKERIES: Missouri Wants 2003 Tax Returns Filed
IVACO INC: Unable to File Financial Statements Following Sale

JONES APPAREL: Merger Plan Cues Moody's to Assign Negative Outlook
KAISER ALUMINUM: Sept. 30 Balance Sheet Upside-Down by $1.7 Bil.
LAIDLAW INTL: Reports Improved Financial Results for Fiscal 2004
LES LLC: Case Summary & 2 Largest Unsecured Creditors
LIONEL LLC: Files for Chapter 11 Protection in S.D. New York

LIONEL LLC: Case Summary & 20 Largest Unsecured Creditors
MELLON RESIDENTIAL: Fitch Junks Class B-5 & Rates Class B-4 B
METROWEST HEALTH: Fitch Downgrades Financial Strength Rating to D
MID OCEAN CBO: Moody's Slices $10M Class B-1L Notes' Rating to B2
MIRANT: Wants to Sell Coyote Springs Assets to Avista for $62.5M

MIRANT: Wants Court Nod on Outsourcing Deal with CSC Consulting
MISSION RESOURCES: S&P Affirms Ratings With Stable Outlook
NERVA LTD: Fitch Places Class A's Junk Ratings on Watch Negative
NSG HOLDINGS: S&P Assigns B Rating on Loans with Stable Outlook
OMT INC: Board Approves New Financial Restructuring Plan

PG&E NATIONAL: USGen Committee Hires Webb Scott as Consultants
PNC MORTGAGE: Fitch Places Low-B Ratings on Five Issue Classes
POSTER FINANCIAL: S&P Revises Outlook on Ratings to Negative
PROSOFTTRAINING: R. Gwin Resigns as CEO But Remains as Chairman
RELIANCE GROUP: Creditors Want Solicitation Procedures Approved

ROGERS COMMS: Launches Exchange Offer for Publicly Held Shares
ROGERS: Moody's Takes Various Rating Actions After Acquisition
ROGERS WIRELESS: Fitch Rates Planned Sr. Sec. & Sub. Notes Low-B
RURAL CELLULAR: Sept. 30 Balance Sheet Upside-Down by $537.2 Mil.
SCHLOTZSKY'S INC: Second Quarter Net Loss Widens to $86.8 Million

SIX FLAGS: S&P Slices Rating to B- & Says Outlook is Negative
SPIEGEL INC: Wants to Open More Eddie Bauer Retail Stores
STELCO INC: Steelworkers Endorse 7 Principles for Restructuring
STERLING FINANCIAL: Calls to Redeem Floating Rate Notes Due 2006
STRUCTURED ASSET: Fitch Holds Low-B Ratings on Four Cert. Classes

SUMMIT CBO: Fitch Confirms Junk Ratings on Three Note Classes
SYSTEMONE TECH: Sept. 30 Balance Sheet Upside-Down by $29.6 Mil.
TRW AUTOMOTIVE: Refinancing $1.7 Billion Existing Bank Loans
TXU EUROPE GROUP PLC: Section 304 Petition Summary
U.S. PLASTIC: Will Shed Composite Lumber Product Lines

UAL: Taps Mayer Brown as Special Counsel for Best Western Lawsuit
UAL CORP: Judge Wedoff Approves FAA Settlement for $250,790
US STEEL: S&P Upgrades Corp. Credit & Sr. Unsec. Ratings to BB
WEIRTON STEEL: Wants Court to Approve Highmark Claim Settlement
WESTPOINT: Wants Court to Approve 6th Amendment to DIP Financing

WINDSOR QUALITY: Moody's Puts B2 Rating on Senior Secured Debts
WINDSOR QUALITY: S&P Puts B+ Rating on $220M Sr. Secured Facility

* Large Companies with Insolvent Balance Sheets


                           *********


AAR CORPORATION: Fitch Revises Outlook on BB- Rating to Stable
--------------------------------------------------------------
Fitch Ratings affirmed the senior unsecured debt rating of AAR
Corp. (NYSE: AIR) at 'BB-' and revised the Rating Outlook to
Stable from Negative.  The rating applies to approximately
$200 million of outstanding unsecured debt obligations.

The Rating Outlook revision reflects the recent stabilization of
AAR's operating profile and improvements in cash flow generation
after three years of demand disruption in a number of aviation-
related services markets that have historically driven much of
AAR's revenues.  Particularly since the summer of 2003, when
airline industry available seat mile -- ASM -- capacity began to
recover, AAR has reported better earnings and operating cash flow.
Fitch expects annual revenue growth in the 10% range and stable
margins for fiscal 2005 to support stronger free cash flow and
somewhat better liquidity levels by the end of the current fiscal
year in May 2005.  Thus, while leverage and cash flow coverage
measures remain quite weak, compared with pre-2001 levels, some
stabilization in AAR's credit profile is anticipated as demand
continues to recover.

In addition to somewhat stronger airframe and engine parts demand
during the past year, revenues in AAR's manufacturing segment have
grown steadily over the past three years in response to the
increased tactical deployment commitments of its military
customers.  During fiscal 2004, sales to U.S. government customers
(largely military) accounted for 34% of AAR's total sales,
compared with 28% and 26% of total sales in fiscal 2003 and 2002,
respectively.  Although the risk remains that military sales could
be slowed by changes in the tempo of U.S. military operations
overseas, steady improvements in manufactured product sales are
expected to continue in fiscal 2005.  AAR's revenue outlook is
supported further by an increase in the company's backlog to
$163 million at May 31, versus $103 million at the end of the
previous fiscal year.

The outlook remains somewhat clouded by continuing concerns over
future structural changes in the U.S. airline industry, notably a
prospective 2005 liquidation of US Airways that could lead to
further cuts in the number of older aircraft and engines in
service and renewed pressure on older generation asset values.
Still, AAR is now more favorably positioned to continue a
transition away from historical reliance on older generation
airframe and engine parts supply and maintenance activity. Besides
the ramp-up in military sales, AAR could also benefit from
improved maintenance, repair and overhaul -- MRO -- demand as
major airline customers (including rapidly growing low-cost
carriers) look for ways to reduce maintenance costs by pushing
more MRO work to third-party service providers.  AAR's recent
decision to lease maintenance bay space at the Indianapolis
Maintenance Center, formerly occupied by United Airlines, may
foreshadow MRO contract wins that could drive stronger top-line
growth in fiscal 2005 and beyond.

Following the issuance of $75 million of senior convertible debt
in February and the pay down of notes that matured in fiscal 2004,
AAR faces minimal scheduled debt maturities prior to fiscal 2008.
While $32 million of nonrecourse debt related to an aircraft
leveraged lease agreement comes due in July 2005, AAR has
indicated that a failure to renegotiate the associated aircraft
lease would result in a return of the aircraft to the debtholder
and a write-down of approximately $2.1 million in aircraft equity
by AAR.  AAR's liquidity position is supported by approximately
$24 million of secured credit facility availability and a
currently unutilized $35 million accounts receivable
securitization program.

Over the longer term, the repositioning of AAR's product and
service mix should establish a foundation for better margins and a
stabilization of key credit measures.  The transition to new
markets with better fundamentals (e.g. regional jet components and
maintenance services) could be complicated by near-term working
capital risks related to the effective management of exposure to
older-generation assets (aircraft, engines, and components).

AAR Corp. is a provider of aviation-related services and
manufactured products to major commercial airlines, the military,
and original equipment manufacturers.  Based in Wood Dale,
Illinois, AAR operates in four principal segments, inventory and
logistics services, maintenance/repair/overhaul, manufacturing,
and aircraft sales, and leasing.


ACCERIS COMMS: Sept. 30 Balance Sheet Upside-Down by $58.2 Million
------------------------------------------------------------------
Acceris Communications, Inc., (OTCBB:ACRS.OB) (OTCBB:CXSN)
(TSX:CXS) reported its financial results for the third quarter
ended September 30, 2004.

The Company's total operating revenue from continuing operations
for the third quarter ended September 30, 2004, was $27.4 million,
a decrease of 24 percent from $36.1 million in the third quarter
of 2003.

For the three months ended September 30, 2004, the Company had a
loss from continuing operations of $6.9 million compared to a loss
from continuing operations of $4.8 million for the third quarter
of 2003.  The Company's net loss was $6.9 million in the third
quarter of 2004 compared to a loss of $4.6 million in the third
quarter of 2003.  The net loss per common share was $0.36 in the
third quarter of 2004 versus a net loss per common share of
$0.79 in the third quarter of 2003.

For the nine months ended September 30, 2004, the Company's total
operating revenue was $89.1 million compared to $103.5 million in
the first nine months of 2003.  The Company had a loss from
continuing operations of $16.4 million compared to a loss from
continuing operations of $25.5 million for the nine months ended
September 30, 2003.  The Company recorded a net loss of
$16.3 million for the nine months ended September 30, 2004, versus
a net loss of $25.2 million for the nine months ended
September 30, 2003.  The net loss per common share was $0.84 for
the nine-month period in 2004 versus a net loss per common share
of $4.32 in the first nine months of 2003.

Recent significant events:

   -- In August, the Company implemented a plan to reduce
      operating costs and appropriately staff the organization in
      line with revenue expectations for the remainder of 2004.
      Management has recorded approximately $0.4 million in
      expenses related primarily to severance and employee related
      costs in the third quarter of 2004 and anticipates that it
      will record expenses in future periods of $1.0 to
      $1.5 million related to the anticipated closure of
      facilities and the removal of assets from production.  The
      restructuring was necessary due to softness in revenue,
      which has been attributed to regulatory uncertainties
      surrounding competitive local exchange carriers, the
      Company's decision not to actively market to 10-10-xxx
      customers, and due to continued price competition for
      international calls.

   -- In October, the Company was granted Chinese Patent No.
      ZL97192954.8 by the State Intellectual Property Office of
      the People's Republic of China for its proprietary
      technology that enables Voice over Internet Protocol
      communications.

   -- In October, the Company issued a $5 million convertible note
      with a three year term, convertible into common shares at
      the option of the holder at any time for $0.88 per share.
      In conjunction with this transaction, one million detachable
      warrants were granted with various exercise prices from
      $1.00 to $1.20 per share.

   -- Mr. Jim Meenan was appointed non-executive Chairman of the
      Board of Directors.

"The industry continues to face increased competition, sluggish
revenue growth and regulatory uncertainty.  While we are
disappointed with our financial performance, we continue to take
action to improve our operating results, generate cash flow and
position the Company for longevity in the industry," said Kelly
Murumets, President of Acceris Communications.  "We are thrilled
to have Jim Meenan as Chairman of the Board to help guide our
management team during this challenging time in the industry."

                        About the Company

Acceris is a broad based communications company serving
residential, small and medium-sized business and large enterprise
customers in the United States.  A facilities-based carrier, it
provides a range of products including local dial tone and
1+ domestic and international long distance voice services, as
well as fully managed and fully integrated data and enhanced
services.  Acceris offers its communications products and services
both directly and through a network of independent agents,
primarily via multi-level marketing and commercial agent programs.
Acceris also offers a proven network convergence solution for
voice and data in Voice over Internet Protocol communications
technology and holds two foundational patents in the VoIP space.
For further information, visit Acceris' Web site at
http://www.acceris.com/

At September 30, 2004, Acceris' balance sheet showed a $58,190,000
stockholders' deficit, compared to a $42,953,000 deficit at
December 31, 2003.


AIR CANADA: WestJet Balks at Proposal to Amend Statement of Claim
-----------------------------------------------------------------
WestJet has received a motion by Air Canada to amend its Statement
of Claim.

Air Canada's motion proposes to significantly narrow WestJet
damages claim and to remove from its Statement of Claim the claims
for damages for intentional interference with economic relations,
breach of confidence, breach of contract and breach of fiduciary
duty.  Air Canada also proposes to abandon its claim for loss of
goodwill.

In its Statement of Defence, WestJet states the information on the
Air Canada employee Web site is not confidential and in fact is
available to the public through many sources, including counting
passengers at airports and other public Web sites.  WestJet states
that losses Air Canada has claimed arise not from any use of
information on the website, but from Air Canada's mismanagement of
its business, its decision to persist in selling seats on flights
for less than cost, its high-cost structure and the poor treatment
of its customers.

The motion also seeks to add five individual WestJetters as
Defendants.  WestJet asserts that this confirms what WestJet has
always known, that Air Canada's real motive in its lawsuit is not
to recover damages but to distract the market and discredit
WestJet and individual WestJetters through the Court process.

It is WestJet's view that Air Canada's claim against WestJet and
these individuals is ill founded and will not succeed.  WestJet
fully supports those named in this Amended Statement of Claim and
will defend these claims vigorously on their behalf.

WestJet is publicly traded on the Toronto Stock Exchange under the
symbol WJA.

Air Canada filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971).  Mr. Justice Farley
sanctioned Air Canada's CCAA restructuring plan on Aug. 23, 2004.
Under the new corporate structure, ACE Aviation Holdings, Inc., is
now the parent holding company under which the reorganized Air
Canada and separate legal entities are held.  Sean F. Dunphy,
Esq., and Ashley John Taylor, Esq., at Stikeman Elliott LLP, in
Toronto, serve as Canadian Counsel to the carrier. Matthew A.
Feldman, Esq., and Elizabeth Crispino, Esq., at Willkie
Farr & Gallagher serve as the Debtors' U.S. Counsel.  When the
Debtors filed for protection from its creditors, they listed
C$7,816,000,000 in assets and C$9,704,000,000 in liabilities.

On September 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.
The airline exited from CCAA protection raising $1.1 billion of
new equity capital and, as of September 30, has approximately
$1.9 billion of cash on hand.


AIR EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Air Equipment, Inc.
        4560 Spartan Industrial Drive, South West
        Grandville, Michigan 49418

Bankruptcy Case No.: 04-13657

Type of Business: The Debtor sells compressed air equipment.

Chapter 11 Petition Date: November 12, 2004

Court: Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Thomas W. Schouten, Esq.
                  Dunn Schouten & Snoap PC
                  2745 DeHoop Avenue South West
                  Wyoming, MI 49509
                  Tel: 616-538-6380

Total Assets: $620,252

Total Debts:  $1,120,990

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Wolfert, Bruce                             $229,236
246 Regal CT SW
Grandville, MI 49218

Enron Corp Inc.                            $118,584
c/o Dan F. Goehan
Togut Segal & Segal LLP
One Penn Plaza, Suite 3335
New York, NY 10119

Quincy Compressor                           $80,416
3501 Wismann Lane
Quincy, IL 62301

Hoezee, Nathan                              $16,720

Paragon Bank & Trust                        $14,125

Conservair Technologies                      $9,872

Pneumatech Inc.                              $8,761

Domnick Hunter Inc.                          $6,589

Zeks Compressed Air                          $6,345

Galloup                                      $4,707

Air Center Inc.                              $3,571

Crescent Electric Supply Co.                 $3,457

Air System Products                          $2,767

Sylvan Industries Inc.                       $2,493

Excel Electric Inc.                          $1,937

Long Service Company                         $1,560

Solberg Manufacturing Inc.                   $1,595

Thermal Transfer Products                    $1,588

Contractors Steel                            $1,370

Yellow Transportation                        $1,350


AMERICA'S PARADISE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: America's Paradise Resort, Inc.
        1024 Paradise Drive
        Murray, Kentucky 42071

Bankruptcy Case No.: 04-51667

Type of Business: The Debtor operates a waterfront resort
                  located in Kentucky Lake.

Chapter 11 Petition Date: November 12, 2004

Court: Western District of Kentucky (Paducah)

Judge: Thomas H. Fulton

Debtor's Counsel: Andrew David Stosberg, Esq.
                  Greenebaum Doll & McDonald PLLC
                  3300 National City Tower
                  101 South 5th Street
                  Louisville, KY 40202
                  Tel: 502-587-3658
                  Fax: 502-540-2122

Total Assets: $1,662,163

Total Debts:  $1,398,172

Debtor's 20 Largest Unsecured Creditors:

Entity                       Nature of Claim       Claim Amount
------                       ---------------       ------------
Amber Thomas                                            Unknown
c/o Joshua Ameson
340 Little Oaks Drive
Murray, KY 42071

Amerigas                                                Unknown
603 W. Highland Drive
Fulton , KY 42041

Amerigas Propane, L.P.                                  Unknown
603 W. Highland Drive
Fulton, KY 42041

Anthem, Inc.                                            Unknown
120 Monument Circle
Indianapolis, IN 46204

Ashley Biermann                                         Unknown
c/o Joshua Ameson
340 Little Oaks Drive
Murray, KY 42071

Ashley French                                           Unknown
c/o Joshua Ameson
340 Little Oaks Drive
Murray, KY 42071

BB&T Bank                     Real Property and         Unknown
500 Main Street               Fixtures of
Murray, KY 42071              America s Paradise

BB&T Bank Credit Card         Credit card               Unknown
Bankcard Service Center       purchases
P.O. Box 698
Winston Salem, NC 27101

Belcher Oil                                             Unknown

Bill Ameson                                             Unknown
c/o Joshua Ameson
340 Little Oaks Drive
Murray, KY 42071

Brandon Lawrence                                        Unknown
c/o Joshua Ameson
340 Little Oaks Drive
Murray, KY 42071

Clayton s Mini Storage                                  Unknown
P.O. Box 271
Paris, TN 38242

Coldwell Banker/1st Realty                              Unknown
Group
414 South 12th Street
Murray, KY 42071

CWI of Kentucky                                         Unknown
P.O. Box 9001900J
Louisville, KY 40290

Donald J. Fortune                                       Unknown
482 Waterway Trail
New Concord, KY 42076

Erin Kratzner                                           Unknown
c/o Joshua Ameson
340 Little Oaks Drive
Murray, KY 42071

First Publications                                      Unknown
482 Waterway Trail
New Concord, KY 42076

Jared Ameson                                            Unknown
c/o Joshua Ameson
340 Little Oaks Drive
Murray, KY 42071

Jessica Bryan                                           Unknown
clo Joshua Ameson
340 Little Oaks Drive
Murray, KY 42071

Peter J. Staples              Personal Loan             $74,516


AMERICAN SKIING: Extends 12% Sr. Debt Offering Until Wednesday
--------------------------------------------------------------
American Skiing Company (OTC: AESK) extended the expiration date
for its tender offer for its 12% Senior Subordinated Notes due
2006 until 5:00 p.m., New York City time, on November 17, 2004.
As of the close of business on Thursday, November 11, 2004,
American Skiing Company received tenders pursuant to the tender
offer for approximately $118,500,000 of its 12% Senior
Subordinated Notes due 2006.

The tender offer commenced on October 12, 2004.  Closing of the
tender offer is subject to:

     (i) the consummation of any necessary debt financing to fund
         the total consideration for the Notes and to refinance
         the existing credit facility of American Skiing Company
         and

    (ii) certain other customary conditions.

The offer is being made only by reference to the Offer to Purchase
and Consent Solicitation Statement and related applicable Consent
and Letter of Transmittal dated October 12, 2004.  Copies of
documents may be obtained from Georgeson Shareholder
Communications, Inc., the Information Agent, at (212) 440-9800 or
toll-free at (888) 264-6999.

                        About the Company

Headquartered in Park City, Utah, American Skiing Company
(OTC: AESK) -- http://www.peaks.com/-- is one of the largest
operators of alpine ski, snowboard and golf resorts in the United
States.  Its resorts include:

   * Killington and Mount Snow in Vermont;
   * Sunday River and Sugarloaf/USA in Maine;
   * Attitash Bear Peak in New Hampshire;
   * Steamboat in Colorado; and
   * The Canyons in Utah.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2004,
American Skiing Company disclosed that KPMG LLP advised it would
be unable to deliver its audit report on the Company's
consolidated financial statements for the year ended July 25,
2004, because it had not completed its assessment as to whether
substantial doubt exists about the Company's ability to continue
as a going concern.  Specifically, KPMG is continuing to assess
the facts and circumstances surrounding the Company's 10.5%
Repriced Convertible Exchangeable Preferred Stock.  As the Company
has previously disclosed, under the terms of the Preferred Stock
issue, the Company was required to the shares on November 12, 2002
to the extent that it had legally available funds to effect that
redemption. Prior to and since the November 12, 2002, redemption
date, based upon all relevant factors, the Company's Board of
Directors has determined that legally available funds do not exist
for the redemption of any of the preferred shares.  The holder of
the Preferred Stock has made a demand for redemption and has not
agreed to extend the redemption date.


AMRESCO COMMERCIAL: Moody's Junks Four Note Classes
---------------------------------------------------
Moody's Investors Service downgraded nine classes of notes in two
franchise loan securitizations sponsored by AMRESCO Commercial
Finance.  The ratings actions are due to significantly
weaker-than-expected credit performance of the collateral pools
supporting the securities since the last downgrade.  The affected
tranches were placed under review for possible downgrade on
November 4, 2004.  The complete rating actions were:

Issuer: ACLC Business Loan Receivables Trust 1999-1

   * $64,000,000 6.516% Class A-1 Notes, downgraded to A1 from Aa2

   * $19,000,000 6.940% Class A-2 Notes, downgraded to Baa3 from
     A1

   * $100,347,000 7.385% Class A-3 Notes, downgraded to B1 from
     Ba2

   * $17,672,000 7.710% Class B Notes, downgraded to Caa3 from
     Caa1

Issuer: ACLC Business Loan Receivables Trust 2000-1

   * $68,600,000 Floating Rate Class A-3A Notes, downgraded to
     Baa2 from A1

   * $15,300,000 8.030% Class A-3F Notes, downgraded to Baa2 from
     A1

   * $16,275,000 8.390% Class B Notes, downgraded to Caa1 from
     rated B1

   * $ 5,250,000 8.630% Class C Notes, downgraded to Ca from Caa1

   * $13,650,000 8.870% Class D Notes, downgraded to C from Ca

The rating actions are a result of continued higher than expected
delinquency and default rates and lower than expected recoveries
suffered by the deals over the last few months.  The Amresco pools
have high concentrations in casual dining and fast food
restaurants, as well as convenience and gas stations -- C&Gs.  The
affected pools have a high percentage of non-performing loans due
to the adverse impact of the weak economy on the restaurant
sector, and the weak financial prospects of retail C&G operators
over the last several years.

According to Shorie Darnaby, a senior credit officer in Moody's
asset finance group, the analysis also considered Amresco's
historical and projected recovery rates and the timing of receipt
of the recovery proceeds by the related trusts and the impact of
recoveries on the current credit enhancement available for each
class of notes.  As of October 2004, non-performing loans (which
include delinquent, defaulted, and accelerated loans) in the
Amresco's 1999-1 and 2000-1 deals were 32.2% (virtually all of
which were over 130 days past due) and 55% (95% of which were over
75 days past due), respectively.  For the 1999-1 bonds the
$8.93 million writedowns since September 2004 have been greater
than expected. Non-performing loans in the 2000-1 pool have
increased from 44.2% of the pool's outstanding loan balance in
April 2004 to 55% in October 2004.  The 2000-1 transaction partly
benefits from the current low interest rate environment because
the Class A3-A notes pay coupons tied to LIBOR, which presently
result in higher excess spread for the deal.

Historical weighted average net recovery rates to date for
Amresco's 1999-1 and 2000-1 deals have been approximately 67% and
76% respectively.  The servicer's current estimated future
recoveries for the defaulted and accelerated loans in the 1999-1
and 2000-1 transactions are 66% and 60.5%, respectively.  However,
there is no assurance that such future recoveries may be obtained
and the servicer's estimates are subject to change.

Amresco's 1999-1 and 2000-1securitizations have to date suffered
cumulative static pool losses of 29.7% and 17.7%, respectively.
Currently, Amresco forecasts future cumulative static pool losses
based on the current non-performing loans of 5.3% and 11% for its
1999-1 and 2000-1 securitizations, respectively.

Amresco, which is currently unrated by Moody's, is the servicer on
all the listed securities and was a franchise lender that stopped
originating loans in 2002.


ASSET BACKED: Fitch Affirms Low-B Ratings on Four Cert. Classes
---------------------------------------------------------------
Fitch has taken rating actions on these Asset Backed Funding
Corporation issues:

   * ABFC asset-backed certificates, series 2002-NC1

     -- Classes A-1, A-2, A-IO affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class M-4 affirmed at 'BBB-';
     -- Class B affirmed at 'BB+'.

   * ABFC Asset-Backed Certificates, Series 2002-OP1

     -- Classes A-1, A-2, A-IO affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA+';
     -- Class M-2 affirmed at 'AA';
     -- Class M-3 affirmed at 'A+';
     -- Class M-4 affirmed at 'A-';
     -- Class M-5 affirmed at 'BBB+';
     -- Class M-6 affirmed at 'BBB-';
     -- Class B affirmed at 'BB+'.

   * ABFC asset-backed certificates, series 2002-SB1

     -- Classes A-I-4, A-II-1 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B affirmed at 'BB'.

   * ABFC mortgage loan asset-backed certificates, series 2002-WF1

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B affirmed at 'BB+'.

   * ABFC mortgage loan asset-backed certificates, series 2002-WF2

     -- Classes A-2 and A-IO affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA+';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class M-4 affirmed at 'BBB-';
     -- Class B affirmed at 'BBB-'.

The affirmations reflect credit enhancement levels consistent with
future loss expectations and affect approximately $573 million of
outstanding certificates.  The current pool factors (current
mortgage loans outstanding as a percentage of the initial pool)
for these deals range from 21.53% to 35.82%.


ATA AIRLINES: Wants to Pay Prepetition Foreign Vendor Obligations
-----------------------------------------------------------------
To avoid any disruption in their operations, ATA Airlines and its
debtor-affiliates propose to pay prepetition claims owing to
certain foreign vendors and service providers, foreign regulatory
agencies, and foreign governments.

The Debtors estimate their outstanding obligations to the Foreign
Entities as of October 15, 2004, to be $1,037,601.

The Debtors provide international flight service to Mexico, the
Cayman Islands, and the Caribbean.  Approximately 22% of the
Debtors' year-to-date sales through August 30, 2004, were derived
from international flights.  The Debtors' international service is
critical to their future and is conducted under route authority
granted by the United States Department of Transportation.  The
DOT has authority to suspend and reallocate routes of air carriers
whose operations have been discontinued or who default on
obligations.  As the international routes are valuable assets of
the Debtors' estates, they must be protected.

The Debtors' business dealings with the Foreign Entities include,
but are not limited to handling, rent, utilities, repairs,
freight, and security.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis,
Indiana, asserts that if the Foreign Claims are not paid, the
Foreign Entities may take precipitous action against the Debtors
on the belief -- justified or not -- that they are not subject to
the jurisdiction of the U.S. Bankruptcy Court and, thus, not
subject to the automatic stay under Section 362(a)(6) of the
Bankruptcy Code.  The Foreign Entities may, among other things,
commence suit in a foreign court and obtain a judgment for
prepetition amounts owed and or seize property of the estate
pending a judgment.  The Foreign Entities may also refuse to
continue in business with the Debtors, potentially grounding the
international operations.  The Foreign Governments may revoke
landing rights.  Any of these actions would be devastating to the
Debtors' operations and damage the going concern value of the
Debtors' business.  The Debtors' customers could be stranded
overseas or the operational chaos could result in suspension of
the Debtors' route authority by DOT.

The Debtors find it necessary to satisfy the Foreign Claims to
maintain the confidence of the flying public.  Furthermore, the
Debtors' route authorizations are valuable assets of the estates
and must be preserved from forfeiture.  It is also essential to
maintain good relationships with the Foreign Entities.

                          *     *     *

"Motion granted," Judge Lorch of the U.S. Bankruptcy Court for the
Southern District of Indiana rules.

The banks are directed to honor any and all checks drawn by the
Debtors before the Petition Date to pay any of the prepetition
obligations owing to the Foreign Entities that have not cleared
the banking system and any and all checks drawn by the Debtors
postpetition to pay any prepetition claims of the Foreign
Entities.

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 October 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. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ATA AIRLINES: Wants to Pay Prepetition Insurance Obligations
------------------------------------------------------------
ATA Airlines and its debtor-affiliates sought and obtained the
United States Bankruptcy Court for the Southern District of
Indiana's authority to pay prepetition obligations under their
insurance policies.

In the ordinary course of business, the Debtors maintain general
liability and personal property insurance.  The Debtors' agent,
Aon Corporation, brokered the insurance policies from various
providers, including:

      1. Affiliated FM,
      2. AIG,
      3. American Int'l Insurance Co.,
      4. American International Aviation Agency, Inc.,
      5. Chubb Custom Insurance Co.,
      6. Connecticut Indemnity Company,
      7. Federal Aviation Administration,
      8. Federal Insurance Company (Chubb),
      9. Great American,
     10. Hartford Fire Insurance Company,
     11. Illinois National Insurance Company,
     12. ING Comercial America, S.A.,
     13. ING Seguros Commercial America,
     14. National Union Fire Insurance Co. of Pittsburgh, PA,
     15. St. Paul,
     16. The Insurance Company of the State of Pennsylvania,
     17. XL Insurance (Bermuda), and
     18. XL Specialty Insurance Company

The Premiums generally must be paid to the insurance company
within 30 days to prevent the Policies from potentially lapsing.
For the safety of the Debtors' employees, their passengers and the
general public, as well as to ensure that the Debtors' estates are
not subject to sudden uninsured loss, it is important that the
Premiums be paid before the Policies lapse.  Should the Policies
lapse, the cost to the Debtors' estates to obtain similar
replacement insurance most likely would be greater than to
maintain the current Policies.

Maintenance of the Policies is also critical to the Debtors' sale
efforts.  If the Policies were to lapse, a purchaser of the
Debtors' assets could be exposed, on a postpetition basis, to
substantial liability for any damages resulting to persons and
property of the Debtors and others.

The Debtors further obtained permission to pay Aon $25,000 per
month for its services.  The Debtors' contract term with Aon is
from October 2004 through September 2005.  As with the Policies
themselves, Aon's continued service is critical to the Debtors'
operations.

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 October 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. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ATA AIRLINES: Fort Worth Airport Wants Prepetition PFCs Exempted
----------------------------------------------------------------
Dallas/Forth Worth International Airport Board objects to ATA
Airlines and its debtor-affiliates' use or further pledge of
prepetition cash collateral to the extent that the cash collateral
include its trust funds for Passenger Facility Charges.

Dallas/Forth asks the United States Bankruptcy Court for the
Southern District of Indiana to specifically exempt all
prepetition PFCs as well as those collected postpetition, so that
there is no danger the PFCs could become cash collateral for any
lender.

Additionally, Dallas/Forth suggests that the Court defer ruling on
the issue whether the prepetition PFCs collected by the Debtors
are property of the estate.  Dallas/Forth also reserves the right
to challenge the validity, priority and extent of any alleged
liens on the PFCs.

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 October 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. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000)


BUFFETS HOLDINGS: S&P Affirms Rating & Says Outlook is Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
restaurant company Buffets Holdings, Inc., including the 'B'
corporate credit rating.  The ratings were removed from
CreditWatch where they were placed with negative implications on
August 27, 2004.  The outlook is negative.

The affirmation follows the company's announcement that it
withdrew its pending offering to sell up to $550 million of income
deposit securities -- IDSs -- due to current market conditions.

"Ratings reflect Buffets' participation in the highly competitive
restaurant industry, weak operating trends, thin cash flow
protection measures, and a highly leveraged capital structure,"
said Standard & Poor's credit analyst Robert Lichtenstein.
Buffets is the largest operator of buffet-style restaurants in the
U.S.  The company's two core brands, Old Country Buffet and Home
Town Buffet, command about a 25% share of the $4 billion
buffet/cafeteria segment of the restaurant industry.  Still, the
sector is a small part of the $288 billion restaurant industry,
with family dining, casual, and quick-service restaurants
providing competition.

Operating performance stabilized in the fiscal year ended
June 30, 2004, after deteriorating in the previous two years.
Same-store sales were flat in the first quarter of fiscal 2005
ended September 22, 2004, following a 1.3% gain in all of fiscal
2004.  Standard & Poor's believes the company will be challenged
to improve sales trends given its customers' sensitivity to higher
gas prices.  Operating margins for the 12 months ended
September 22, 2004 improved to 16% from 15.2% the year before.
The margin improvement was a result of better labor productivity
and lower food costs due to a more standardized menu, partially
offset by higher commodity costs for chicken and dairy products.


BUSH INDUSTRIES: Emerges from Bankruptcy Protection
---------------------------------------------------
Bush Industries, Inc., emerged from Chapter 11 bankruptcy
protection pursuant to a Plan of Reorganization previously
approved by the U.S. Bankruptcy Court on October 13, 2004.  The
Plan became effective on November 12, 2004.  A group led by DDJ
Capital Management LLC and JPMorgan Chase Bank now privately owns
the company.  Bush filed for bankruptcy protection on March 31,
2004.

"This is a great day for the employees, customers, and vendors of
Bush Industries," said Michael Buenzow, a senior managing director
of FTI Consulting (NYSE: FCN), who is currently serving as Interim
CEO of Bush Industries.  "In a relatively short period of time, we
successfully completed the reorganization process.  We secured new
financing, and significantly reduced our bank debt, operating
costs and interest expense.  We are extremely happy for all of our
employees and their families.  As a result of cooperatively
working together with our customers, suppliers and creditors, we
have solidified the long-term viability of the company and have
saved 2,600 jobs, 1,500 of which are in Jamestown, New York and
Erie, Pennsylvania."

The Plan provides for new financing through 2006, converts
$90 million of bank debt to equity, pays all vendors and unsecured
creditors in full and provides for a distribution of $1.6 million
to the Company's previous shareholders whose common stock was
cancelled as part of the Plan.

"We are very excited about the future," said Rob Ayres, President
of Bush Industries.  "We have some exciting new business furniture
in the pipeline.  We received prestigious design recognition
awards at the October High Point Market for two home entertainment
and one home office group.  We are also gaining significant
competitive advantages that come with being a private company in a
highly competitive industry."

The Company will continue to operate along three business
segments: Bush Furniture-North America, Bush Furniture-Europe, and
Bush Technologies.

Headquartered in Jamestown, New York, Bush Industries, Inc., --
http://www.bushindustries.com/-- is engaged in the manufacture
and sale of ready-to-assemble furniture under the Bush, Eric
Morgan and Rohr trade names and production of after market
accessories for cell phones.  The Company filed for chapter 11
protection on March 31, 2004 (Bankr. W.D.N.Y. Case No. 04-12295).
Garry M. Graber, Esq., at Hodgson Russ LLP, represents the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $53,265,106 in total
assets and $169,589,800 in total debts.


CATHOLIC CHURCH: Court Appoints C. Arnold as Guardian Ad Litem
--------------------------------------------------------------
Rule 17 of the Federal Rules of Civil Procedure provides in
relevant part that:

   ". . . The court shall appoint a guardian ad litem for an
   infant or incompetent person not otherwise represented in an
   action or shall make such other order as it deems proper for
   the protection of the infant or incompetent person."

Susan G. Boswell, Esq., at Quarles & Brady Streich Lang, LLP, in
Tucson, Arizona, relates that there are minors who have Tort
Claims against the Roman Catholic Church of the Diocese of Tucson,
which, as of Tucson's bankruptcy petition date, were not in
litigation.  These claimants require representation because there
will be numerous circumstances throughout Tucson's case where the
minors' interests require representation.

Accordingly, Tucson asks the U.S. Bankruptcy Court for the
District of Arizona to appoint a guardian ad litem to represent
any Tort Claimants who are minors in Tucson's Chapter 11 case.

To conserve estate resources, and absent some clear conflict,
Tucson suggests that the person appointed as Future Claims
Representative, be the person appointed as guardian ad litem.

               Pacific Employers Insurance Objects

A "clear conflict" truly exists, Donald L. Gaffney, Esq., at
Snell & Wilmer LLP, in Tucson, Arizona, tells Judge Marlar.

On Pacific Employers Insurance Company's behalf, Mr. Gaffney
asserts that the "Unknown Claims Representative" and the guardian
ad litem should not be the same person since the recovery by one
class may reduce or otherwise impact the distribution to the
other.  Furthermore, if no provision were made for unknown
claimants, more estate value would be available for other
claimants.

Pacific Employers Insurance believes that it will be very
difficult, if not impossible, for any individual to wear the hats
of both Guardian and Unknown Claims Representative.  "Structural
protections are necessary to assure that differently situated
plaintiffs negotiate for their own unique interest," Mr. Gaffney
says.

Pacific Employers Insurance suggests that a separate guardian ad
litem be appointed in Tucson's case.

St. Paul Travelers supports Pacific Employers Insurance's
argument.

                          *     *     *

The Court appoints Charles L. Arnold, Esq., at Frazer, Ryan,
Goldberg, Arnold, & Gittler, LLP, as guardian ad litem.

Mr. Arnold's duties and responsibilities include:

   (a) investigating and evaluating the number of claims and the
       extent of potential claims for the class;

   (b) employing experts or other professionals as may be
       required to best determine the figure;

   (c) filing proofs of claim on behalf of the class before
       April 15, 2005;

   (d) negotiating the treatment of the class in the pending or
       any proposed plan of reorganization;

   (e) advocating the legal position of each represented class in
       any proceeding before the Court or any court of appeal;

   (f) presenting, as necessary, evidence on any issue affecting
       the class; and

   (g) filing pleadings as are necessary or appropriate.

Mr. Arnold will file all requests for compensation, applications
for employment, and all disclosures pursuant to Sections 327-331
of the Bankruptcy Code and Rules 2014-2017 of the Federal Rules of
Bankruptcy Procedure.

Mr. Arnold will be compensated as a cost of administration of the
estate in the same manner and on the same terms as all other
Court-appointed professionals.

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., and 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., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its 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)


CATHOLIC CHURCH: Will File List of Tort Claimants Under Seal
------------------------------------------------------------
The known abuse victim claims in the Diocese of Tucson's Chapter
11 case include claims:

   * that are in litigation; and

   * filed by other sexual abuse victims who have notified the
     Diocese that they were abused, but for one reason or
     another, have not filed suit.

To protect themselves, a number of the litigants filed their
claims as John or Jane Doe claimants.  Others who have notified
the Diocese of their claims have done so in confidence believing
that the Diocese would not release their names to the public.

In addition, the claimants and participants in the Diocese's
settlement of 11 sexual abuse suits in 2002 are creditors in the
Tucson case.  These potential claimants are contingent creditors
of the Diocese, which must be listed in the Statements and
Schedules, and must be part of the Mailing List.

To avoid further victimizing these people by publicly disclosing
their names, the Diocese sought and obtained permission from the
U.S. Bankruptcy Court for the District of Arizona to file portions
of Schedule F, Schedule D, the Master Mailing List and any other
pleadings, reports or other documents that might be filed from
time to time in the Chapter 11 case, under seal.

The Diocese will provide copies of the sealed portions of the
pleadings, reports or documents, including but not limited to
Schedule D, Schedule F and the Master Mailing List, to the Office
of the United States Trustee.

The U.S. Trustee will not publish or otherwise disclose the
information provided, without further Court order.

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., and 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., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its 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)


CDA INTL: Has Until January 15 to Pay Bank of Montreal Loan
-----------------------------------------------------------
CDA International, Inc., said that due to covenant breaches, its
asset-based lender, Bank of Montreal, demanded repayment of all
outstanding debt owing to it under the Loan Agreement.  The amount
outstanding to the bank as of November 10, 2004, the date of
demand, is approximately $2.8 million.

As reported in the Troubled Company Reporter on October 15, CDA
International, Inc., reported that its subordinated debt lender
has put the Company on notice that the Company is in breach of its
covenants with respect to the Loan Agreement with the Lender.

As of November 12, CDA successfully negotiated a forbearance
agreement with the bank whereby the indebtedness will be paid down
on a graduated basis until January 15, 2005, when the amount must
have been repaid in full.  CDA believes that it can achieve the
parameters of the forbearance agreement.  CDA is also working with
its current subordinated debt lender for additional financing.

CDA's financial performance suffered in fiscal 2004 and continues
to deteriorate in fiscal 2005 due to rising material costs and
adverse foreign exchange conditions due to the rise of the
Canadian Dollar.  CDA's margins have been seriously deteriorated
since more than 70% of its sales are to United States based
customers.  CDA is attempting to rectify its margins and improve
efficiency by focusing on customers with higher margins, Canadian
based accounts and less overhead and occupancy costs.

                       About the Company

CDA is a leading designer and manufacturer of Point-of Purchase
(POP) displays, fixtures and trade show exhibits for consumer
product retailers and manufacturers.


CENTERPOINT: Fitch Holds BB+ Ratings on Securities & Premium Notes
------------------------------------------------------------------
Fitch Ratings affirmed the outstanding senior unsecured debt
obligations of CenterPoint Energy, Inc., at 'BBB-'.  Also affirmed
are outstanding ratings of CNP subsidiaries CenterPoint Energy
Houston Electric, LLC and CenterPoint Energy Resources Corp.  The
Rating Outlook for all three companies has been revised to Stable
from Negative.

The rating action follows Fitch's assessment of the Nov. 10, 2004
determination by the Public Utility Commission of Texas -- PUCT --
that CenterPoint Energy will be permitted to recover a true-up
balance of $2.3 billion, including accrued interest. Although this
amount is significantly less than the $3.7 billion (excluding
interest) true-up sought in CenterPoint Energy's original
application with the PUCT, it is in line with Fitch's expectations
when taken together with other expected cash proceeds.  The
conclusion of the true-up proceeding and expected securitization
of stranded costs is the second of two highly anticipated
deleveraging events factored into Fitch's ratings for CenterPoint
Energy and its two wholly owned subsidiaries, CenterPoint Energy
Houston Electric and CenterPoint Energy Resources.  The first was
the definitive agreement reached by CenterPoint Energy on
July 21, 2004 to sell its 81% interest in Texas Genco Holdings for
after-tax cash proceeds of $2.5 billion in a two-step transaction
expected to be completed by the first half of 2005.

These transactions, combined with the $177 million retail clawback
payment owed by Reliant Energy, Inc., will enable CenterPoint
Energy to delever its balance sheet by approximately $5 billion,
an amount which will result in consolidated credit measures that
are more consistent with CenterPoint Energy's current 'BBB-'
rating.  Upon completion of CenterPoint Energy's planned
monetizations and subsequent retirement of certain debt
obligations, Fitch expects CenterPoint Energy'a total debt-to-
EBITDA ratio to trend toward the low 4.0 times (x) range, a level
which is viewed as appropriate for the rating category given the
low cash flow volatility exhibited by CenterPoint Energy's
electric and gas distribution and interstate gas pipeline
businesses.  Fitch notes that the potential $500 million
prefunding of CenterPoint Energy's future pension obligations may
reduce the amount of funds immediately available for debt
repayment.  However, such a prefunding would reduce the company's
future pension expense by approximately $40 million annually, as
well as bolster CenterPoint Energy's equity base by reversing a
charge taken in 2002.

The Stable Rating Outlook reflects Fitch's expectation that
CenterPoint Energy will secure a financing order for its planned
securitization in a reasonable amount of time and complete the
issuance of bonds by mid-2005.  Any prolonged delays would be an
unfavorable credit development.  Fitch notes that CenterPoint
Energy will likely apply for a rehearing of the amount disallowed
by the PUCT and appeal to the Texas state courts, if necessary.
Importantly, the Texas statute permits CenterPoint Energy to
proceed with its plans to securitize the lower $2.3 billion true-
up amount, regardless of the appeal status.

These ratings are affirmed by Fitch:

   * CenterPoint Energy, Inc.

     -- Senior unsecured debt 'BBB-';
     -- Unsecured pollution control bonds 'BBB-';
     -- Trust originated preferred securities 'BB+';
     -- Zero premium exchange notes (ZENS) 'BB+'.

   * CenterPoint Energy Houston Electric, LLC

     -- First mortgage bonds 'BBB+';
     -- General mortgage bonds 'BBB'
     -- $1.3 billion secured term loan 'BBB'.

   * CenterPoint Energy Resources Corp.

     -- Senior unsecured notes and debentures 'BBB';
     -- Convertible preferred securities 'BBB-'.


CNET NETWORKS: S&P Rates Sr. Unsec. Debt B- & Junks Sub. Debt
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
'B-' senior unsecured and 'CCC' subordinated debt ratings to CNET
Networks Inc.'s $300 million Rule 415 mixed shelf registration.
At the same time, Standard & Poor's affirmed its 'B-' corporate
credit rating on the San Francisco, California-based online
publisher.  The outlook is stable.

At September 30, 2004, the company had total debt outstanding of
$129 million.

"If actual senior secured borrowing increases materially, it could
result in notching down of the senior unsecured debt rating below
the corporate credit rating to reflect the less advantageous
position that the unsecured debt holders would have in a
bankruptcy scenario," said Standard & Poor's credit analyst Andy
Liu.

As a result, the final senior unsecured rating will depend on the
capital structure at the time of any drawdown.  Ratings will be
assigned to any preferred stock issued under the shelf based on
the securities' terms and conditions.  Drawdowns would be used for
general corporate purposes, which might include:

   * funding research, development, acquisitions, sales, and
     marketing;

   * increasing working capital;

   * reducing indebtedness; and

   * capital expenditures.

The rating on CNET reflects the company's dependence on online
advertising, its participation in a competitive and evolving
marketplace, the risks associated with expanding beyond the
company's core computer technology business base, its relatively
heavy promotional spending, and high financial risks.  These
factors are slightly offset by CNET's position as a leading online
publisher.

The stable rating outlook reflects concerns about limited
liquidity, to some extent alleviated by an online advertising
industry rebound, CNET's improving financial results, the lack of
medium-term maturities, and the possibility of positive
discretionary cash flow in 2005.  On the other hand, if operating
performance declines, industry prospects falter, or liquidity is
reduced, the outlook may be revised to negative.  San Francisco,
California-based CNET connects buyers and suppliers of information
technology and electronic products through advertiser-supported
online news and product reviews.  Its portfolio includes CNET,
ZDNet, mySimon, TechRepublic, Computer Shopper Magazine,
Download.com, MP3.com, and Webshot.  The company recently agreed
to acquire ZOL and Fengniao, operators of consumer product
information Web sites in China.


COVANTA ENERGY: Asks Court to Okay Browne Gregg Settlement Pact
---------------------------------------------------------------
Before its bankruptcy filing, Covanta Lake, Inc., entered into a
contract with F. Browne Gregg pursuant to which Covanta Lake I
acquired the right to:

   -- a waste-to-energy facility located in Okahumpa, Lake
      County, Florida, together with a 15-acre site on which the
      Facility is located, and certain related assets; and

   -- operate the Facility pursuant to a service agreement
      between Covanta Lake I and Lake County, Florida.

Covanta Lake I paid Mr. Gregg $6,000,000 at the time it entered
into the Contract.  Through April 1, 2002, Covanta Lake I had paid
Mr. Gregg more than $4,000,000 in additional amounts.  Mr. Gregg's
compensation was to be calculated under a set of formulae.

The Gregg Contract provides that it will terminate upon the
termination of the Service Agreement.  Covanta Energy Corporation
guaranteed Covanta Lake I's performance under the Gregg Contract.

On August 8, 2002, Mr. Gregg filed a proof of claim against then-
Covanta Lake I's bankruptcy estate.  Mr. Gregg subsequently filed
amendments and other restatements of that proof of claim.  Mr.
Gregg asserted entitlement to various present and future payments
under the Gregg Contract, including payments in the event that
Covanta Lake II and Lake County terminated the Service Agreement.
Mr. Gregg sought in excess of $30 million.

As previously reported, Covanta Lake I and Covanta filed a joint
objection seeking disallowance of the Alleged Gregg Claim.  On
August 18, 2004, the United States Bankruptcy Court for the
Southern District of New York sustained the joint objection and
disallowed the Alleged Gregg Claim in its entirety.  Mr. Gregg has
filed notices of appeal from the Disallowance Order.

                    The Settlement Agreement

To avoid the continued expense, uncertainty, and delay of
litigation, Covanta Lake II, Inc. -- the successor by way of
merger to Covanta Lake I -- and Mr. Gregg have agreed to resolve
their disputes.

Covanta Lake II agrees to pay Mr. Gregg $400,000, in full
satisfaction of the Alleged Gregg Claim.  In exchange, Mr. Gregg
will:

   (a) withdraw his appeal from the Disallowance Order;

   (b) release Covanta Lake and Covanta Energy from any claim or
       cause of action he might have by reason of any event or
       occurrence up to and including the date of the Settlement
       Agreement; and

   (c) release all persons and entities from any claim or cause
       of action pertaining the Facility, the land on which the
       Facility is located, including the so-called buffer strip,
       and all contracts having to do with the development,
       construction, ownership, and operation of the Facility.

Covanta Lake II asks Judge Blackshear to approve the Settlement
Agreement with Mr. Gregg.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation.  Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans. (Covanta Bankruptcy News, Issue No. 69;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DANKA BUSINESS: Moody's Cuts Ratings & Says Outlook is Negative
---------------------------------------------------------------
Moody's Investors Service downgraded the credit ratings of Danka
Business Systems PLC and maintained a negative outlook.  The
downgrade reflects weakening credit metrics, declining revenues,
limited free cash flow generation and increased levels of
competition.

Moody's downgraded these ratings:

   * $175 million 11% Senior Unsecured Notes (Guaranteed) due
     2010, to B3 from B2;

   * Senior Implied, to B2 from B1;

   * Senior Unsecured Issuer, to Caa1 from B2.

The outlook is negative.

The downgrade of Danka's credit ratings reflects the poor
operating performance and weakening credit metrics of the company.
Sales and gross profit for the latest twelve-month -- LTM --
period ending September 30, 2004 were down over 5% and 7%,
respectively, from the comparable LTM period in 2003.  The
decrease continues a trend of declining sales and profitability by
the company over the last few years.

Technological changes have had a significant impact on Danka's
performance.  The office imaging industry has shifted from analog
products to digital copiers, multi-function peripherals -- MFPs --
and printers.  Danka's base of analog copiers is the highest of
any of its large industry competitors.  The company has struggled
to retain its installed base as its customers convert to digital
products.  Furthermore, as the company converts its customers from
analog to digital, service revenues are negatively impacted.
Digital products and MFPs are generally more reliable than analog
products, require less maintenance and consequently have led to a
decline in Danka's service revenues.  Service revenues have
significantly higher gross margins than hardware revenues.

Danka faces competition from its traditional competitors within
the office imaging industry, as well as printer companies and
equipment suppliers, which are increasingly establishing
themselves as direct competitors.  In addition, many of the
company's competitors are larger and better capitalized and
consequently have more resources to invest in the business.
Capital expenditures by the company have been reduced
significantly in the last few years and may have a negative impact
on future revenues.

The ratings benefit from Danka's strong liquidity (over
$106 million in cash at September 30, 2004) and the company's
progress in reducing its cost structure.  Danka has implemented
various restructurings and initiatives to improve its
profitability.  The company's cost reduction plans have included
headcount reductions, the exit of certain non-strategic facility
locations and consolidation of certain back office functions.
Selling, general and administrative expenses declined to about
$447 million in the LTM period ended September 30, 2004 from about
$531 million in the fiscal year ended March 31, 2002.

The negative outlook reflects the expectation of flat to declining
revenues and relatively weak levels of free cash flow over the
next two years.  The outlook would likely benefit from a rebound
in hardware sales and service revenues, improvements in operating
margins or increased free cash flow generation.

The $175 million senior unsecured notes are guaranteed by
substantially all of the operating subsidiaries of the company.
The senior unsecured notes are effectively subordinated to the
revolving credit facility and other secured debt of the company.
The senior unsecured issuer rating is notched below the rating of
the senior unsecured notes reflecting the lack of guarantees.

Free cash flow to total debt was 11.5% and 3.6% for the fiscal
year ended March 31, 2004 and the LTM period ended Sept. 30, 2004,
respectively. Free cash flow to adjusted debt (including the
convertible participating shares) was 5.3% and 1.6% during the
same periods.  Debt to EBITDA increased from 2.3 times in the
fiscal year ended March 31, 2003 to 3.4 times in the LTM period.
EBITDA coverage of interest decreased from 3.1 times to 2.3 times
during the same periods.

Headquartered in London, England and St. Petersburg, Florida,
Danka is one of the largest independent providers of office
imaging equipment, document solutions and related services and
supplies in the United States and Europe.  Revenue for the year
ended March 31, 2004 was approximately $1.3 billion.


DEL MONTE: Credit Metrics Improvement Cues Fitch to Raise Ratings
-----------------------------------------------------------------
Fitch has raised the ratings on Del Monte Foods Company's, the
parent company, and Del Monte Corporation's (wholly owned
subsidiary of DLM) senior secured bank facilities to 'BB+' from
'BB' and senior subordinated notes to 'BB-' from 'B'.

The senior secured bank debt is guaranteed by Del Monte Foods
Company and collateralized by security interests in substantially
all assets.  The senior subordinated notes are guaranteed on a
subordinated basis by Del Monte Foods Company and on a senior
subordinated basis by all subsidiaries of Del Monte Corporation.
The Rating Outlook is Stable.  Approximately $1.5 billion of debt
is affected by the upgrade.

The rating action on Del Monte Foods' senior secured bank
facilities follows continued improvement in credit metrics,
primarily due to debt reduction, and reduced integration related
risk since Del Monte Foods' December 20, 2002 acquisition of
various H.J Heinz's product lines.  The acquired businesses
included Heinz's U.S. Seafood, North American Pet Food and Pet
Snacks, U.S. Private-Label Soup, and U.S. Infant Feeding product
lines.  The rating action on Del Monte Foods' subordinated debt
reflects higher expected recoveries available to subordinated
debt-holders.  The Rating Outlook encompasses Fitch's expectation
that integration-related synergies and selective price action will
help Del Monte Foods manage through the current difficult
commodity costs environment.  The Rating Outlook also considers
Fitch's expectation of improved visibility and comparability in
financials in the near term.

After one full year of operation since the Heinz acquisition, Del
Monte Foods' accomplishments include a 25% reduction in the
$1.1 billion in acquisition-related debt and a stabilization of
market share in its Pet Products operating segment.  Del Monte
Foods has also successfully managed the commodity swings in the
tuna segment, expanded capacity and improved product quality in
private label soup, and repositioned its infant feeding business
under the Del Monte name.  While fiscal 2005 is challenged by a
significant rise in input and packaging costs, Fitch expects
synergies related to the Heinz acquisition and selective price
action to result in steady consolidated margins.

For the last twelve months ending Aug. 1, 2004, the first fiscal
quarter of 2005, Del Monte Foods' total debt-to-EBITDA was 3.2
times (x) on a generally accepted accounting principles basis,
down from a post acquisition high of 4.1x in fiscal 2003 on a pro
forma GAAP basis.  Del Monte Foods' EBITDA-to-interest incurred
for the same period was 3.7x on a GAAP basis, up from 3.2x in
fiscal 2003 on a pro forma GAAP basis.  Cash flow from operating
activities-to-total debt has declined from 30% on a GAAP basis in
fiscal 2003 to 15% on a GAAP basis for the most recent LTM.
Fiscal 2003 GAAP cash flow represents a full fiscal year of Heinz
performance and only four months of Del Monte's performance.
Hence, this decline is due to the timing and structure of the
Heinz acquisition, which resulted in only a partial year's worth
of acquisition-related interest costs.  Nevertheless, Fitch
expects improvement in the near to intermediate term in cash flow
from operating activities-to-total debt, primarily driven by
additional debt reduction and some cash flow growth.

Del Monte produces, distributes and markets shelf-stable branded
and private label food and pet products in the U.S. retail market.
Its market shares in private-label soup, canned fruit, canned
seafood, canned vegetables, solid tomatoes, and infant food are
approximately 70%, 42%, 42%, 23%, 21%, and 12%, respectively. Del
Monte's consumer brands include Del Monte, StarKist, S&W,
Contadina, College Inn, and Nature's Goodness.  Del Monte also has
a competitive position in dry and wet dog and cat food and snacks
with such brands as 9Lives, Kibbles 'n Bits, Pup-Peroni, and
Pounce. On a GAAP-reported basis, Del Monte's Consumer and Pet
Products business segments represented 75% and 25% of fiscal 2004
sales and 61% and 39% of fiscal 2004 operating income (excluding
corporate expenses.)


DELTA AIR: S&P May Raise or Lower Ratings After Contract Approval
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CC' corporate
credit and other ratings (except 'AAA'-rated bond-insured issues)
on Delta Air Lines, Inc., on CreditWatch with developing
implications, meaning that ratings could be raised or lowered,
following approval by the airline's pilots of a concessionary
contract.  The rating outlook was previously negative.

"The pilots' approval of a cost-saving contract is a crucial step
in Delta's efforts to avoid bankruptcy," said Standard & Poor's
credit analyst Philip Baggaley.  "The CreditWatch placement with
developing implications indicates that ratings could be raised if
the airline succeeds in implementing its transformation plan, but
lowered to 'SD' (selective default) if a pending bond exchange or
other debt arrangements are completed in a manner judged to be a
distressed exchange."

Resolution of the proposed tender for selected public bonds, which
is set to expire November 18, 2004, is not yet clear.  Delta's
recent statements indicate that it may choose to complete only the
oversubscribed exchange of short-term securities, which, on the
current terms, would not be considered a distressed exchange.
Delta's near-term effort to avoid bankruptcy is based on three
parts:

   * labor cost savings,
   * replenishing cash reserves using new secured borrowings, and
   * deferral or reduction in existing debt obligations.

The pilot contract is forecast to save $1 billion annually over
five years through steep pay cuts, plus changes in work rules,
pensions, and other benefits.  Delta had earlier imposed cuts on
non-contract employees and is pursuing other cost cuts and revenue
initiatives with a target of $2.7 billion in profit improvement
(in addition to $2.3 billion already under way), compared to a
2002 base year.  Recently announced credit facilities, contingent
on certain conditions, provided by American Express Travel Related
Services Co., Inc., (A+/Stable/--) and General Electric Commercial
Finance, a unit of 'AAA'-rated General Electric Capital Corp., are
expected to provide access to $1 billion of new liquidity.  The
third part of Delta's near-term plans, debt reduction and
deferral, has not been fully resolved.  However, Delta
increasingly appears likely to give up on its original efforts to
reduce its $20 billion debt burden materially, settling instead
for near-term debt deferrals and success in other parts of its
near-term effort to avoid bankruptcy.

Standard & Poor's will review Delta's business plan and debt
exchanges, when finalized, to resolve the CreditWatch.


DEVON MOBILE: Trustee Has Until March 28 to Object to Claims
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the deadline by which Devon Mobile Communications, LP's
Liquidating Trustee, Buccino & Associates, Inc., must object to
administrative and other proofs of claim filed in Devon's Chapter
11 cases, to March 28, 2005.

Devon Mobile Communications filed for Chapter 11 protection in
Delaware on August 19, 2002, under Case No. 02-12431.  Saul Ewing,
LLP, is representing the Debtor.  Devon is 49% owned by Adelphia
Communications Corporation. (Adelphia Bankruptcy News, Issue
No. 73; Bankruptcy Creditors' Service, Inc., 215/945-7000)


DIVERSIFIED CORPORATE: Appeals AMEX Delisting Notice
----------------------------------------------------
As previously reported, on August 27, 2004, Diversified Corporate
Resources, Inc. (OTC Pink Sheets: HIRD) received a letter from the
Staff of the American Stock Exchange confirming the Exchange's
intention to proceed with the filing of an application with the
Securities and Exchange Commission to delist the common stock of
the Company from the Exchange because the Staff had determined
that the Company did not meet these continued listing standards
under the AMEX Company Guide:

     (a) Section 1003(a)(i), in that the Company's stockholders'
         equity is less than $2 million and it has sustained net
         losses in two of its three most recent fiscal years and
         Section 1003(a)(ii), in that the Company's stockholders'
         equity is less than $4 million and it has sustained
         losses in three of its four most recent fiscal years; and

     (b) Sections 1003(d) and 1101, by virtue of the fact that the
         Company did not file timely its Annual Report on Form
         10-K for the fiscal year ended December 31, 2003, and its
         quarterly reports on Form 10-Q for the periods ended
         March 31, 2004 and June 30, 2004.

The Company appealed the Staff's determination and requested a
hearing before a Listing Qualification Panel of the Exchange.  The
hearing was held on October 28, 2004.  On November 4, 2004, the
Company was informed that the Panel affirmed the Staff's
determination to delist the Company's common stock and that the
Exchange will suspend trading in the stock as soon as practicable.

The Company intends to appeal the Panel's decision to the
Exchange's full Committee on Securities within the fifteen
calendar day period provided under the AMEX Company Guide.  At
this time, the Company is working diligently with its independent
auditors to complete the 2003 audit and then to file the missing
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as
soon as possible, thus coming into compliance with the Filing
Standards.

                          Sells Division

The Company is also engaged in an effort to come into compliance
with the Minimum Equity Standards by selling one of its divisions.

The Company is undertaking every effort to come into compliance
with all of the relevant standards before the full Committee on
Securities renders its decision, or in the alternative, to come
into partial compliance on the basis of which it might convince
the Committee on Securities to grant the Company a reasonable
extension to come into full compliance.  There is, however, no
assurance that, in spite of the Company's best efforts, the
Company will achieve such full or partial compliance, which will
cause the Committee on Securities to stop or temporarily halt the
delisting process.

The Company is currently in negotiations with another public
company regarding the potential sale of a significant subsidiary
of the Company.  The Proposed Sale, if consummated, would generate
proceeds that would allow the Company to increase shareholders'
equity, which would help meet the Exchange's Minimum Equity
Standards.  The Company and the potential acquirer are currently
negotiating a definitive agreement, which, if finalized, will
contain certain conditions to closing, and there can be no
assurances that this transaction will be consummated under the
proposed terms.

The Company is also holding discussions with a private services
company that is interested in reverse merging into the Company.
The Proposed Merger would also help the Company meet the
Exchange's Minimum Equity Standards, although the Company's
current shareholders may be diluted in the process.  The parties
are in the preliminary stages of their discussions, and the
Company anticipates several conditions to closing the Proposed
Merger, including the full payment of all delinquent payroll taxes
and the continued listing of the Company's common stock on a
national stock exchange.  There can be no assurances that this
transaction will close under the proposed terms.

On June 8, 2004, the Company has unpaid tax liabilities. In
October 2004, the IRS in its normal course of action imposed liens
on the assets of two of the Company's subsidiaries as a result of
these delinquent payroll taxes.  After the Company disclosed its
efforts in resolving balances due, the IRS entered into a
subordination agreement with the Company whereby the IRS
subordinated its liens to the Company's senior lenders. The
Proposed Sale, if consummated, would generate cash that would
allow the Company to pay off a significant portion, if not all, of
the Company's delinquent payroll taxes.

The Company has entered into an amended forbearance agreement with
Greenfield Commercial Credit LLC, one of its senior lenders, after
the previous agreement expired.  Under the agreement, the Company
was granted another 90-day extension to resolve its delinquent
payroll tax issues with the IRS.  Also, included in the agreement,
the lender increased the Company's borrowing capacity on eligible
permanent placement receivables in response to the Company's
increased sales related to permanent placements.

                        About the Company

Diversified Corporate Resources, Inc., is a national employment
services and consulting firm, servicing Fortune 500 and larger
regional companies with permanent recruiting and staff
augmentation in the fields of Engineering, Information Technology,
Healthcare, BioPharm and Finance and Accounting.  The Company
currently operates a nationwide network of nine regional offices.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 6, 2004,
Diversified recently implemented a cost reduction plan calling for
closing under-performing operating units, reducing headcount,
implementing changes in field management, and consolidating
several agencies.  The cost reduction plan will be followed, the
Company hopes, by implementing new marketing programs, further
restructuring management responsibilities, and reviewing other
strategies to increase shareholder value.  "These changes are key
to the long-term success and competitiveness of the Company," the
Company said.

                    Hires Restructuring Advisor

Diversified disclosed that it hired DSJ Consulting to supervise
efforts to facilitate strategic restructuring and assist the
Company in the review of all strategic alternatives available to
maximize shareholder value.

                     Lender Agrees to Forbear

The Company has also entered into a forbearance agreement with
Greenfield Commercial Credit, Inc., its lender.  Under the
forbearance agreement, the Company has agreed to either pay all
past due Section 941 taxes or enter into a formal payment plan
with the IRS within 90 days.  The Company is working diligently
toward resolving the IRS tax issue, reported by the Company on
June 8, 2004, and completing the financial reports necessary to
resume the trading of its common stock.

As reported in the Troubled Company Reporter on June 10, 2004,
Diversified Corporate Resources, Inc. retained a specialized tax
consultant to initiate discussions with the Internal Revenue
Service regarding the payment of $2.5 million in unpaid Section
941 taxes owed by the Company for periods during the first and
second quarters of 2004.  At that time, the Company had $600,000
in a restricted cash account reserved for payment against this
balance reducing the amount of required funds to approximately
$1.9 million.


DVI FINANCIAL: Moody's Reviewing Ratings & May Downgrade
--------------------------------------------------------
Moody's Investors Service placed the ratings of five classes of
notes issued in the 1999-1 medical equipment lease securitization
by DVI Financial Services, Inc., under review for possible
downgrade.  The rating actions reflect undercollateralization of
the outstanding notes, lower than expected recoveries on
previously defaulted receivables and non-payment of interest to
Classes B, C, and D for the August 2004, reporting period.

As a result of high cumulative defaults and substantially lower
than expected recoveries on defaulted receivables, the outstanding
note balance exceeded the remaining pool balance by approximately
$3.5 million as of the October 13, 2004, payment date.  In
addition, because the current Aggregate Discounted Collateral
Balance -- ADCB -- represents only 2% of the initial ADCB, monthly
cash collections have been diminishing.  In August 2004, there was
an event of default with respect to Class B, C, D, and E notes due
to non-payment of interest.  Although the event of default was
cured with collections received during the subsequent month, a
similar cash shortfall is likely to occur in the near future.  As
the collateral pool balance approaches zero, the deal relies
primarily on recoveries on previously defaulted receivables to
make interest and principal payments to the noteholders.  To date
cumulative recoveries have been approximately 37% of cumulative
defaults.  Any future recoveries from either liquidation of
repossessed equipment or from restructuring defaulted loans and
leases are likely to be insignificant in size due to the age of
the equipment.  Successful workout cases are also less likely with
the passage of time.

The complete rating actions are:

Issuer: DVI Receivables VIII, L.L.C., Series 1999-1

   * $5,931,925 Class A-5 Asset-Backed Notes, rated Ba2, under
     review for possible downgrade;

   * $439,691 Class B Asset-Backed Notes, rated B2, under review
     for possible downgrade;

   * $880,381 Class C Asset-Backed Notes, rated Caa1, under review
     for possible downgrade;

   * $586,254 Class D Lease-Backed Notes, rated Caa3, under review
     for possible downgrade;

   * $734,818 Class E Lease-Backed Notes, rated Ca, under review
     for possible downgrade.


EL PASO CORP: Moody's Confirms B Ratings with Stable Outlook
------------------------------------------------------------
Moody's Investors Service confirmed the debt ratings of El Paso
Corporation (B3 senior implied), its other corporate level
issuers, and pipeline subsidiaries with a stable outlook.  The
Speculative Grade Liquidity rating is confirmed SGL-3 (adequate).

Moody's also confirmed a B3 rating to El Paso's existing credit
facility and assigned a B3 rating to its proposed $3 billion
secured credit facility.  Liquidity was the driving factor behind
our confirming El Paso's long-term fundamental ratings.  These
rating confirmations acknowledge El Paso's sizable available
liquidity that appears adequate to meet its foreseeable near-term
cash obligations and affords it some time to restructure its
credit.  Moody's anticipate the renewal of its credit facility
later this month, an important step in this regard.  These rating
actions also recognize El Paso's progress in its asset sale
program that has allowed the company to ease its debt burden,
sustain a large liquidity position, reduce its working capital
needs, and improve its business risks.  However, El Paso's ratings
are restrained by its high leverage that is unlikely to go down to
any significant degree from organic means, given the lack of
post-capex free cash flow.  Moody's remain concerned about the
continuing declines in its E&P production volumes that will take
some more time to arrest.  Stabilizing E&P volumes is a critical
rating factor for El Paso, because E&P is a large component of its
EBITDA and thus a key driver for the pace of EP's financial
recovery and growth.

These rating actions follow reviews of El Paso's 2003 10-K and
2004 first quarter 10-Q that were filed recently after many months
of delay, its current operational performance and medium-term
forecast.  The above ratings are conditioned on El Paso by end of
November:

   1) putting in place its new credit facility with covenants that
      allow sufficient room for potential E&P EBITDA shortfalls
      from less than expected volumes and commodity prices, and

   2) filing its delinquent 2Q04 10-Q, satisfying its
      non-compliance on its covenants to provide financial
      statements in a timely manner.

El Paso's ratings are supported by the durable cash flows of its
pipeline segment (about $1.7 billion EBITDA, roughly 55% of total
EBITDA) that comprise the majority of EP's enterprise value.
Although the pipelines produce substantial cash flow, their
numerous strategic growth projects ($0.8-$1.0 billion of capex)
reduces the free cash flows they can make available to meet
corporate needs.  Thus, pipeline free cash flows by themselves
will be insufficient to support all of $1.6 billion of
consolidated interest expense plus roughly $200 million for cash
taxes and dividends, and to offset any losses of EP's remaining
non-core and marketing businesses.

El Paso's other core business -- E&P -- generates about 40% of
total EBITDA, but this would not be sustainable if volumes
continues to decline, and if commodity prices fall from their
current levels.  The company's recent E&P EBITDA has been buoyed
by up-cycle natural gas prices, offsetting the effect of falling
volumes.  The company plans to hedge the majority of its near-term
volumes, which would lock in current market prices and help to
mitigate future price exposure (it recently hedged over a quarter
of expected 2005 volumes and over half of expected 2006 volumes).
Over the near term, Moody's expects El Paso to step up reserve
acquisitions.  Moody's notes that the short R/P and high F&D costs
that characterize much of El Paso's reserves support little debt,
and in fact, they are already fully leveraged by the $1.2 billion
of EPPH debt.  To maintain current ratings, such acquisitions
would need to be sufficiently equity-financed to cushion their
related risks.  Given its rapidly depleting reserve base and
consequent reinvestment requirements, Moody's does not consider
E&P to be a reliable source of free cash flows for the
corporation.

Consequently, El Paso is unlikely to generate free cash flows that
will enable it to organically reduce leverage (roughly 80%
debt/debt+equity) to any significant degree for some years. Any
material reduction in leverage would necessitate transactions not
included in its Long-Range Plan: sale of assets not currently
identified or a major equity issuance.

Moody's notes the extraordinary scope of El Paso's reserve
revisions and restatement of its financial statements that
highlights a legacy of deficiencies in its internal controls,
which El Paso is making progress in remediating.  However, it will
take time to demonstrate the effectiveness of those actions, and
it is possible that the company will identify additional
deficiencies that need to be remediated.

                        Rating Outlook

The stable outlook reflects the likelihood that, in the coming
12-18 months, El Paso will have sufficient internal and external
capital resources to meet its obligations and its ratings will not
go down from current levels.  However, Moody's note that, given
its still unsettled status, the company remains prone to event
risk.  Moody's will actively monitor its ratings and re-calibrate
as necessary for significant developments and changes in asset
coverage expectations.

               What Can Change the Ratings Up

A sizable equity issuance (of a scale not contemplated in the
company's plan) would accelerate upward rating momentum.  Other
factors that could cause El Paso's ratings to go up over the next
12-24 months include:

   1) demonstrating unequivocally that production volumes have
      touched bottom and that its capital program is yielding
      meaningful organic production growth;

   2) generating positive post-capex free cash flow and materially
      reducing leverage;

   3) establishing repeatability in financial performance (this
      may take some time as EP winds down its remaining merchant
      activities and asset sales that could result in significant
      write-downs, one-time gains and losses, and restatements);

   4) meeting its stated financial targets (e.g., reducing net
      debt from $17 billion currently to $15 billion by Dec. 2005;
      achieving free cash flow of $200 million in 2006).

Until El Paso's financial performance gains steady state, the
credit metrics Moody's will focus on at the corporate level are
the amount of free cash flows (after total capex and scheduled
debt maturities) and cushion under its financial covenants.

                What Can Change the Ratings Down

A downward rating catalyst over the next 12-24 months could be a
material financial impact from any of the numerous outstanding
lawsuits and government investigations or a yet unidentified
contingency.  The ratings could be re-calibrated if the company
modifies its capital and legal structure so as to weaken the
position of any of its creditors.

                      New Bank Loan Rating

Moody's assigns secured bank loan ratings of B3 to both tranches
of El Paso's proposed credit facility, subject to a satisfactory
review of final documentation.  The B3 ratings reflect the
substantial value of the collateral package: the equity of all of
El Paso's pipeline subsidiaries except for Southern Natural.  The
borrowers will be El Paso Corp., ANR, El Paso Natural Gas,
Tennessee Gas, and CIG.  El Paso Corp. and the intermediate
holding companies for the pipeline/storage operating subsidiaries
will jointly and severally guarantee the borrowings of those
operating subsidiaries.  The B3 ratings also reflect the effective
subordination of the pipeline equity pledged to the bank lenders
to the claims of the B1-rated senior unsecured pipeline
bondholders.

         Speculative Grade Liquidity Assessment Update

El Paso's SGL-3 overall liquidity rating recognizes:

   1) the sizable amount of available liquidity ($2.4 billion as
      of October 31 comprising $1.1 billion of available cash plus
      $1.3 billion unused capacity under its existing $2.5 billion
      revolver) that appear adequate to help meet obligations over
      the coming five quarters (ending 2006 first quarter);

   2) the anticipation of ample alternate liquidity from its new
      bank facilities;

   3) the expectation that El Paso will have sufficient cushion
      under its financial covenants during this period; and

   4) the feasible "back doors" that could provide alternative
      means to raise additional liquidity.

However, El Paso's overall SGL rating is restrained by our
expectation that it will post negative free cash flow over the
coming five quarters after total capex (about a quarter of which
is for growth) and scheduled debt maturities.  These are
discussions of each of the four components of Moody's SGL rating.

Cash Flow/Internal Cash Sources: Weak.

   Moody's expects large negative free cash flows in over the next
   five quarters resulting from upcoming scheduled debt
   maturities.  As Moody's rolls forward in ensuing quarters, our
   assessment of this component and El Paso's overall SGL rating
   could improve as EP refinances CIG debt (one issue due in 2005)
   and manages down a major maturity hurdle in 1Q06, when as much
   of $1.7 billion of debt could become repayable.  This
   worst-case exposure includes a 550 Euro bond issue (about
   US$684 million) due March 14, 2006 and $975 million accreted
   value of zero-coupon debt that is puttable on Feb. 28, 2006.
   Moody's notes that, if any of those zero-coupon debt bonds are
   put, El Paso has the option to satisfy its obligation with
   equity so as not to use up its cash resources.

Alternate Liquidity/External Cash Sources: Good.

   Moody's believes El Paso will have ample availability under its
   credit facility during the forecast period.  Moody's notes that
   El Paso is currently in the process of renewing its credit
   facility, which is expected to close in the third week in
   November.  Moody's may update our SGL commentary if the renewal
   is unexpectedly deferred or results in credit agreements that
   are materially different from the term sheets Moody's have
   reviewed.  Moody's will also watch for the filing of its
   outstanding quarterly financial statements. EP has a waiver
   from its banks to file its 2004 second quarter 10-Q by Nov. 30.

   The proposed $3 billion credit facility will be split into two
   tranches:

    (i) a $1 billion revolver due November 2007, and
   (ii) a $2 billion term loan B due November 2009.

   The revolver and the term loan together will have a
   $1.75 billion of capacity for letters of credit.  This facility
   being put in place in November 2004 would be a favorable event,
   as it would extend credit availability beyond 2006, in
   particular 2006 first quarter when there is a large debt
   maturity hurdle.

   Once the new credit facility is put in place, El Paso expects
   to draw on it more than it has on its current facility and to
   reduce its cash balances.  El Paso also expects to tap more
   funds from the capital markets and to rely less on asset sales
   as its divestment program winds down.

Covenant Compliance: Good.

   Moody's expects El Paso to maintain a good covenant cushion
   during the forecast period even with some decline in commodity
   prices and continued fall in production volumes.  The proposed
   credit facility is expected to have two financial covenants:
   net debt (after cash and equivalents)/EBITDA and EBITDA/fixed
   charges (interest and dividends).  El Paso's ability to remain
   in compliance will depend greatly on the EBITDA it generates
   from E&P.  The definition for EBITDA anticipates potential for
   significant unusual items by excluding non-recurring non-cash
   gains and losses.  The leverage ratio steps down from 6.5x
   initially to 6.25x after September 30, 2005 to June 30, 2006,
   then to 6x thereafter.  The fixed charge coverage ratio steps
   up from 1.6x initially to 1.75 after March 31, 2006 to
   March 30, 2007, then 1.8x thereafter.  The 5x debt/EBITDA debt
   incurrence test for its pipeline subsidiaries will be retained.

Back Doors: Adequate.

   El Paso possesses alternative "back doors" that can help raise
   additional liquidity.  For the last two years, asset sales have
   been El Paso's primary "back door," but this program is winding
   down.  There is currently no major contracted asset sale
   pending. Many of the remaining assets identified for sale in
   2006 are less liquid and smaller.  Some of those sales will
   result in a non-cash reduction in associated debt rather than
   cash proceeds.  However, El Paso can potentially raise
   additional liquidity from other "back doors," including an
   accounts receivables facility, E&P reserve-based financing, or
   the sale of its Enterprise Products Partners GP and LP units.
   The elimination of its common dividend could be an additional
   source.

                     Rating Action Summary

In summary, these ratings have been confirmed with a stable
outlook:

   * Corporate Level Ratings (El Paso Corporation, El Paso CGP
     Company, El Paso Tennessee Pipeline Co., Sonat Inc., and
     their supported debt)

     -- senior implied B3,
     -- senior unsecured debt Caa1,
     -- subordinated Caa3,
     -- senior unsecured shelf (P)Caa1,
     -- subordinated shelf (P)Caa3,
     -- preferred shelf (P)Ca,
     -- SGL-3 speculative grade liquidity rating;
     -- B3 senior secured credit facility; and
     -- new credit facility rated B3 senior secured;

   * Pipeline Level Ratings (ANR Pipeline Company, Colorado
     Interstate Gas Company, El Paso Natural Gas Company,
     Tennessee Gas Pipeline Company, Southern Natural Gas Company
     and their supported debt)

     -- senior unsecured B1, and
     -- long-term issuer rating B1.

Headquartered in Houston, Texas, El Paso Corporation is a natural
gas company engaged principally in gas transmission and
production.


ENRON: Wants Court Nod on $1.9 Million NYISO Settlement Agreement
-----------------------------------------------------------------
Enron Energy Services, Inc., and New York Independent System
Operator, Inc., were parties to prepetition contracts for the
sale of services and physical commodities.  Enron Corp. issued a
guarantee as credit support for the Contracts.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to approve their settlement
agreement with NYISO.  The Debtors believe that the Settlement
Agreement is beneficial to them and their creditors.

The terms of the Settlement Agreement are:

    (a) NYISO will pay the Debtors $1,947,675;

    (b) the Debtors and NYISO will exchange a mutual release of
        claims related to the Contracts;

    (c) Enron's Guarantee will be revoked; and

    (d) all claims filed by or on behalf of NYISO will be deemed
        irrevocably withdrawn, with prejudice.

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. 129;
Bankruptcy Creditors' Service, Inc., 15/945-7000)


FEDERAL-MOGUL: Wants to Decide on Leases Until April 1, 2005
------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend
the time in which they may elect to assume, assume and assign, or
reject non-residential real property leases, through and including
the earlier of:

    (a) the Effective Date of their Third Amended Joint Plan of
        Reorganization; or

    (b) April 1, 2005.

The Real Property Leases relate to numerous facilities integral to
the Debtors' ongoing business operations.  While the Debtors'
management has largely completed the process of evaluating each of
the Real Property Leases for their economic desirability and
compatibility with the Debtors' long-term strategic business plan,
and a number of economically improvident Real Property Leases have
been rejected by the Debtors with Court approval, certain Real
Property Leases are continuing to be evaluated.

James E. O'Neill, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, in Wilmington, Delaware, asserts that the requested
extension will preserve the Debtors' maximum flexibility in
restructuring their business.  Circumstances may arise during the
pendency of the Debtors' Chapter 11 cases that will cause the
Debtors to rethink the need to continue leasing a particular
facility or their decision to reject a given Real Property Lease.

Mr. O'Neill assures the Court that there should be no prejudice to
the lessors under the Real Property Leases as a result of the
requested extension.  Pending their election to assume or reject
the Real Property Leases, the Debtors will perform all of their
obligations arising from and after the Petition Date in a timely
fashion, including payment of postpetition rent due, as required
by Section 365(d)(3) of the Bankruptcy Code.

Judge Lyons will convene a hearing on December 9, 2004, at
10:00 a.m. to consider the Debtors' request.  By application of
Del.Bankr.LR 9006-2, the Debtors' lease decision deadline is
automatically extended until the conclusion of that hearing.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J.
Nyhan, Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities. (Federal-Mogul Bankruptcy
News, Issue No. 67; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FIBERMARK INC: Files Chapter 11 Plan of Reorganization
------------------------------------------------------
FiberMark, Inc., (OTC Bulletin Board: FMKIQ) filed a Plan of
Reorganization and Disclosure Statement with the United States
Bankruptcy Court for the District of Vermont.  FiberMark's Plan
includes negotiated terms that FiberMark expects to result in a
consensual reorganization among the company and the official
committee of FiberMark's unsecured creditors.

"The filing of our reorganization plan represents a key milestone
on FiberMark's path to emergence from chapter 11 and marks the
commencement of the final phase of the company's financial
restructuring," said Alex Kwader, chairman of the board and chief
executive officer.  "We believe that the Plan provides the
framework for a successful financial reorganization that will
allow FiberMark to emerge in the first quarter of 2005 as a
stronger company.  We especially want to thank our customers,
vendors, employees and lenders for their continued support, which
is reflected in our improved third-quarter and nine-month
results."

Before FiberMark's Plan of Reorganization is voted on by creditors
and considered for confirmation by the Bankruptcy Court, the
Bankruptcy Court must approve the Disclosure Statement.  While the
Plan of Reorganization and Disclosure Statement as filed detail
the classes of creditors and equity holders and their proposed
treatment under the Plan, the Plan is likely to receive further
modification before the Disclosure Statement is approved, and
actual recoveries by stakeholders may vary from the treatment
outlined in the Plan.  A hearing to address the Disclosure
Statement is now scheduled for December 14.

Headquartered in Brattleboro, Vermont, FiberMark, Inc. --
http://www.fibermark.com/-- produces filter media for
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wallcoverings and sandpaper.
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D.J.
Baker, Esq., David M. Turetsky, Esq., and Rosalie Walker Gray,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from its creditors, they listed $329,600,000 in
total assets and $405,700,000 in total debts.


FLEXTRONICS INTL: Moody's Puts Ba2 Rating on $500M Sr. Sub. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Flextronics
International Ltd.'s new $500 million 6.25% senior subordinated
notes, due 2014.  At the same time, the company was assigned a
liquidity rating of SGL-1, reflecting Flextronics' significant
on-hand liquidity, unfettered access to the sizeable $1.1 billion
revolver and the expectation for generating moderately positive
free cash flow (pre-Nortel payments) over the next twelve months.

The affirmation of the existing ratings and stable outlook
incorporates the company's fairly conservative capital structure
as well as its sustained ability to produce meaningful sales
growth and slow, steady margin expansion.  The ratings further
balance the execution risk presented by the Nortel acquisition and
the company's ability to produce adequate capital returns on each
of the emerging ODM and software initiatives.  The ratings outlook
is stable.  Net proceeds from the notes offering will be utilized
to repay existing borrowings under the revolving credit facility,
with excess of approximately $145 million set aside in support of
general corporate purposes.

These new rating has been assigned:

   -- Ba2 rating to Flextronics International Ltd.'s new
      $500 million 6.25% senior subordinate notes, due 2014.

These existing ratings have been affirmed:

   -- Ba2 rating to Flextronics International Ltd.'s $400 million
      6.50% senior subordinated notes, due 2013;

   -- Ba2 rating on Flextronics International Ltd.'s $7.7 million
      9.875% senior subordinated notes, due 2010;

   -- Ba2 rating on Flextronics International Ltd.'s
      Euro 150 million 9.75% senior subordinated notes, due 2010;

   -- Ba1 senior implied rating; and

   -- Ba2 senior unsecured issuer rating.

The rating profile and outlook continue to reflect the company's
prominence as the leading EMS operator indicated by its scale,
end-to-end solutions offering capability, business model diversity
(end markets and geographic manufacturing locales) and aggregate
operating performance strength.  Against an industry backdrop that
contains growing trepidation concerning IT spend levels and the
expectation of slowing to even flat sales trends for the building
block semiconductor industry through at least mid-2005,
Flextronics possesses the ability to generate meaningful margin
and free cash flow expansion over the intermediate term.  The core
drivers to such improvement include some combination of
successfully integrating the Nortel acquisition, associated
re-sourcing of underlying components through its vertical
fabrication capabilities and realizing continued growth trajectory
from its ODM business model.  Further, the company has the ability
to leverage such top line potential off a leading if not the
lowest cost manufacturing operations in the industry, driven by
its significant presence in China and a unique "campus model"
which shortens the supply chain and reduces time to volume/time to
market.  In aggregate, these business model strengths have allowed
Flextronics to generate leading operating performance metrics as
indicated by tangible returns -- EBITA -- on capital, cash
conversion cycle and free cash flow generation levels through the
cycle.  The ratings also incorporate the company's fairly
conservative capital structure (2.7x pro forma total debt and 3.1x
rent adjusted total debt to TTM Adjusted EBITDA through
September 2004) and substantial debt servicing coverage (8.2x TTM
Adjusted EBITDA to pro forma interest; 5.3x TTM adjusted EBITDA
less capital expenditures to pro forma interest expense).

The rating profile also incorporates fundamental industry-wide
challenges as well as specific issues currently confronting
Flextronics.  Specifically, the industry remains plagued by such
issues as the ongoing "middle man" margin squeeze and ever
increasing OEM supply chain deleveraging of working as well fixed
capital investment.  The company faces incremental business risk
involving the substantial integration challenges of its Nortel
acquisition as well as the somewhat material aggregate
distractions possible from its ten-plus smaller acquisitions
completed over the past twelve months.  Further, Moody's remains
focused on the company's ability to accelerate recent margin
expansion and produce more significant, sustainable free cash flow
from a business model possessing prominent scale benefits and high
margin opportunities (vertical sourcing, ODM, logistics, repair).

The ratings may encounter upward pressure from the company's
ability to deliver stronger, sustained operational and free cash
flow generation produced from some combination of:

     (i) more favorable end market demand dynamics, particularly
         from its now expanded telecommunications presence; and

    (ii) increased success in its efforts to leverage the more
         highly commoditized assembly business into the
         aforementioned high margin areas.

Resulting improved credit statistics would consist of sustained
total leverage at or below 2.25x, FCF to total debt exceeding 30%
and total debt to book capitalization at or below 25%.
Conversely, the ratings may encounter near term downward pressure
from some combination of:

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

    (ii) within such a weakened environment, increased pressures
         on working capital management practices and the ability
         to sustain positive free cash flow generation; and

   (iii) Nortel integration issues.

Such challenges would produce deteriorated credit statistics, to
include total leverage at or in excess of 3.25x and sustained
negative FCF.

The assignment of an SGL-1 liquidity rating reflects Flextronics'
substantial cash-on-hand, access to significant supplemental
funding sources in the form of the $1.1 billion revolver and the
expectation that the company will generate meaningfully positive
free cash flow during the next twelve months period.  Pro forma
for this notes offering and the expectation that net proceeds will
be utilized to completely repay existing revolver balances, the
company will have access to cash & cash equivalents of
approximately $840 million.  Further, the company is expected to
generate positive free cash flow (pre-Nortel payments) of
$325-400 million, or a net usage of $200-250 million after
accounting for the scheduled Nortel payments totaling $580 million
during this period through September 2005.  Assuming pro forma
financial covenant compliance (minimum fixed charges; maximum
total leverage), the company will have access to the
aforementioned $1.1 billion revolver (pro forma for the notes
offering, fully unutilized).

The notes were sold in a privately negotiated transaction without
registration.  However, the issue was structured to permit resale
under Rule 144A and for the notes to become registered within the
next five months.

Flextronics International Ltd., headquartered in Singapore, has
its main U.S. offices in San Jose, California.  The company is a
leading provider of electronics manufacturing services to OEMs
primarily in the handheld electronics devices, information
technologies infrastructure, communications infrastructure,
computer and office automation, and consumer devices industries.
For the last twelve months ended September 2004, the company
generated approximately $15.9 billion in net sales and
$745 million in Adjusted EBITDA (excludes non-recurring and
unusual charges).


FLEXTRONICS INTL: Has Very Good Liquidity, Says Moody's
-------------------------------------------------------
Moody's Investors Service assigned a speculative grade liquidity
rating of SGL-1 to Flextronics International Limited.  This rating
is based on the company's very good liquidity, supported by its:

     (i) approximate $840 million in cash and cash equivalents
         balance (pro forma for the recent $500 million notes
         offering and associated refinancing);

    (ii) expected negative free cash flow generation, accounting
         for the approximate $580 million purchase price payments
         due Nortel, of $200 to $250 million for the twelve months
         ending September 2005; and

   (iii) ability, subject to pro forma covenant compliance, to
         access the existing $1.1 billion revolver (pro forma for
         the recent notes refinancing, completely unutilized).

Further, the rating reflects Moody's expectation that the company
will remain well within compliance with the facility's total
leverage and fixed charge coverage tests during this next twelve
months period.

This liquidity rating reflects Moody's expectation that, even
after taking into account the expected continuation in corporate
hesitancy to buy technology hardware through the first half of
2005, the company's market leading scale, well diversified end
markets (50%+ non-IT & telecom exposure) and vertically integrated
offerings provide it with the ability to generate fairly sizeable
positive free cash flow (pre-Nortel payments) during the twelve
months through September 2005.  Incorporating Nortel, this
impressive cash flow performance becomes moderately negative
(mid-$200 million cash usage).  Balancing this against the
company's pro forma September 2004 cash balances of approximately
$840 million, Flextronics is expected to still possess meaningful
on-hand liquidity of $500+ million by September 2005.  While the
potential for greater than expected tech spend volatility on the
downside during this period represents a legitimate possibility,
the company's well diversified end markets exposure and possible
ramped sales generation from higher margin non-EMS offerings
presents a reasonable mitigant to counter cash balance pressures.
In aggregate, Moody's expects the company to generate
approximately $575-625 million cash flow from operations during
the next four quarters.  Accounting for anticipated capital spend
requirements of approximately $225-250 million and purchase price
payments due to Nortel of approximately $580 million, the residual
negative free cash flow presents a moderate drawdown against the
company's fairly sizeable existing liquidity ($840 million).  It
should be noted that this projected operating cash flow generation
incorporates a moderate uptick in working capital management to
account for inventories inherited as part of the Nortel
acquisition.  Any difficulties in returning to historic working
capital levels (cash conversion cycle at or inside of 25 days) as
well as any meaningful erosion to existing run-rate operating
performance expectations could place near term downward pressure
on this liquidity rating.

Based on existing terms to the company's credit agreement,
Flextronics must comply with a fixed charge and total leverage
covenant test.  As of the most recent September quarter, the
company was well within compliance.  Further, under the most
conservative of projections for the next twelve months, Moody's is
highly comfortable with the company's ability to maintain covenant
compliance.

Flextronics International Ltd., headquartered in Singapore, has
its main U.S. offices in San Jose, California.  The company is a
leading provider of electronics manufacturing services to OEMs
primarily in the handheld electronics devices, information
technologies infrastructure, communications infrastructure,
computer and office automation, and consumer devices industries.
The company's current senior implied rating is Ba1.


FOREMOST CARE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Foremost Care, Inc.
        aka Foremost Care
        901 Clinic Drive
        Euless, Texas 76039

Bankruptcy Case No.: 04-91066

Type of Business: The Company operates a nursing home.

Chapter 11 Petition Date: November 12, 2004

Court: Northern District of Texas (Fort Worth)

Debtor's Counsel: Frank R. Jelinek, III, Esq.
                  Frank R. Jelinek, Inc.
                  801 East Abram, Suite 102
                  Arlington, TX 76010
                  Tel: 817-461-1100
                  Fax: 817-461-1109

Total Assets: $1,923,851

Total Debts:  $2,470,123

Debtor's 20 Largest Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Internal Revenue Service      Payroll taxes           $1,691,273
1100 Commerce Street
Mail Code 5020
Dallas, TX 75242

McKesson Redline              Drugs                     $226,972
PO Box 27100
Golden Valley, MN 55427

Don Karchmer                  Lease rent for San         $69,000
PO Box 436                    Marcos
Oklahoma City, OK 73101

American Pharmaceutical       Pharmacy services          $57,280
Services
4595 Washington Boulevard
Beaumont, TX 77707

AICCO                                                    $48,879
PO Box 200455
Dallas, TX 75320-0455

Premium Assignment Corp.      Insurance coverage         $48,546
PO Box 3100
Tallahassee, FL 32315

Entrust                       Insurance coverage         $34,602
PO Box 441588
Houston, TX 77244-1588

U.S. Food Services            Food                       $33,230
PO Box 843202
Dallas, TX 75284

Healthsource, Inc.            Internal feeding           $25,917
                              services

Milk Products, L.P.           Food sales                 $22,612

Ecolab                        Lab services               $22,369

Robert Gordon, JD, PhD        Services                   $14,300

Alliance Clinical Lab         Medical service            $12,528

Direct Supply                 Supplies                   $12,350

AME Laboratories              Services                    $8,464

APN Healthcare, Inc.          Medical services            $8,027

Fortis                        Insurance coverage          $7,873

HCFCO                         Maintenance                 $7,837

Betsy Price, Tax              Personal Property           $7,189
Assessor-Collector

National Central Pharmacy     Drugs                       $7,176


GLOBAL CROSSING: Trades Under "GLBC" Ticker Symbol on Nasdaq
------------------------------------------------------------
Global Crossing received notification from NASDAQ that its common
stock will continue to be listed on the NASDAQ National Market,
following the company's filings with the Securities and Exchange
Commission on October 8, 2004.

Accordingly, NASDAQ will remove the fifth character "E" from the
company's ticker symbol and the symbol will revert to "GLBC"
effective with the market opening on Oct. 14, 2004.  As
previously disclosed, the company's ongoing listing is conditioned
upon the timely filing of all SEC periodic reports over the next
year.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
-- http://www.globalcrossing.com/-- provides telecommunications
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe. Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services. The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188). When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003. (Global Crossing Bankruptcy News,
Issue No. 69; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GOLDMAN SACHS: Fitch Upgrades Class B-5's Rating to BB from B
-------------------------------------------------------------
Fitch has taken rating actions on these Goldman Sachs Mortgage
issues:

   * Series 2003-2F

     -- Classes IA, IIA, and IIIA affirmed at 'AAA';
     -- Class B-1 upgraded to 'AAA' from 'AA';
     -- Class B-2 upgraded to 'AAA' from 'A';
     -- Class B-3 upgraded to 'AA' from 'BBB';
     -- Class B-4 upgraded to 'A' from 'BB';
     -- Class B-5 upgraded to 'BBB' from 'B'.

   * Series 2003-6F

     -- Classes A-1 to A-5, A-8, and A-P affirmed at 'AAA';
     -- Class B-1 upgraded to 'AAA' from 'AA';
     -- Class B-2 upgraded to 'AA+' from 'A';
     -- Class B-3 upgraded to 'A' from 'BBB';
     -- Class B-4 upgraded to 'BBB' from 'BB';
     -- Class B-5 upgraded to 'BB' from 'B'.

The affirmations on these classes reflect credit enhancement
consistent with future loss expectations and affect approximately
$207 million of certificates.  The upgrades reflect an increase in
credit enhancement relative to future loss expectations and affect
$28,963,560 of certificates.

The current enhancement levels for all the classes in series
2003-2F have increased by more than five times the original
enhancement levels since the closing date (Feb. 28, 2003):

   * class B-1 currently benefits from 9.28% subordination
     (originally 1.5%);

   * class B-2 benefits from 5.52% subordination (originally
     0.9%);

   * class B-3 benefits from 3.33% subordination (originally
     0.55%);

   * class B-4 benefits from 2.08% subordination (originally
     0.35%); and

   * class B-5 benefits from 1.14% subordination (originally
     0.2%).

Currently, 16% of the original collateral remains in the pool
balance, and there have been only $89,892 of cumulative losses in
the pool.  There are currently no loans in any of the delinquency
buckets.

The current enhancement levels for all the classes in series 2003-
6F have increased by more than four times the original enhancement
levels since the closing date (June 30, 2003):

   * class B-1 currently benefits from 5.63% subordination
     (originally 1.4%);

   * class B-2 benefits from 3.22% subordination (originally
     0.8%);

   * class B-3 benefits from 2.01% subordination (originally
     0.5%);

   * class B-4 benefits from 1.21% subordination (originally
     0.3%); and

   * class B-5 benefits from 0.6% subordination (originally
     0.15%).

Currently, 24% of the original collateral is remaining in the pool
balance, and there have been no losses in the pool to date.  There
is currently only one loan in foreclosure (0.29% of the total
collateral balance) in any of the delinquency buckets.

The mortgage pool of both transactions consist of prime quality,
traditional, and hybrid adjustable-rate mortgage loans secured by
residential properties on one- to four-family residential
properties, substantially all of which have original terms to
maturity of 30 years.


HANGER ORTHOPEDIC: S&P Junks Subordinated Loan
----------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on Hanger Orthopedic Group Inc.,
an orthotics and prosthetics manufacturer, to 'B' from 'B+'.
Standard & Poor's also lowered its senior unsecured and
subordinated debt ratings on the company to 'CCC+' from 'B-'.
The outlook is negative.

"The downgrade reflects Standard & Poor's concern with declining
trends in Hanger's core business line and the uncertain acceptance
of the managed care program it has created for orthotics and
prosthetics," said Standard & Poor's credit analyst Jordan C.
Grant.  "These uncertainties cloud prospects for a meaningful
recovery in the company's earnings and cash flow when Hanger has
recently violated a covenant on its senior secured credit facility
because of operating difficulties."

Over the past year, Bethesda, Maryland-based Hanger has faced
pricing pressure from large, private third-party payors on its
core orthotics and prosthetics products, which it offers through
about 600 centers throughout the U.S. Same-store sales have
declined slightly, and lease-adjusted operating margins have
declined on the company's external-support braces and devices;
third-party branded and private-label devices; and advanced
artificial limbs to about 15% by September 30, 2004, from 23% a
year earlier.

The company is now attempting to use its industry leading position
against fragmented local competitors by offering a package of
services at attractive prices to large-volume health care
purchasers.  However, the new managed care program, called Linkia,
has developed more slowly than expected, casting doubt on the
timing and degree to which the model will restore higher levels of
profitability.  Moreover, the company will remain vulnerable to
changes in government-funded reimbursement under programs that
represent more than 40% of total revenues.

Meanwhile, Hanger has remained constrained by a large debt load
since its 1999 purchase of NovaCare Orthotics & Prosthetics Inc.
for $445 million.  Given the earnings weakness, pretax interest
coverage has declined to a thin 1.5x, and lease-adjusted debt
represents 6.0 times EBITDA.  These levels are commensurate with
the lower rating.


HEDSTROM CORP: Hires Shaw Gussis as Bankruptcy Counsel
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave Hedstrom Corporation and its debtor-affiliates permission to
employ Shaw Gussis Fishman Glantz Wolfson & Towbin LLC, as its
general bankruptcy counsel.

Shaw Gussis will:

    a) give the Debtors legal advice with respect to their rights,
       powers, and duties as debtors in possession in connection
       with the administration of their estate, operation of their
       business and management of their property;

    b) take any action necessary with respect to claims that may
       be asserted against the Debtors and the properties of their
       estates;

    c) prepare applications, motions, complaints, orders, and
       other legal documents necessary in connection with the
       appropriate administration of the Debtors' chapter 11
       cases;

    d) represent the Debtors with respect to inquiries and
       negotiations concerning the creditors of their estates and
       the properties of their estates;

    e) initiate, defend and participate on behalf of the Debtors
       in all proceedings before the Court or any other court of
       competent distribution; and

    f) perform any other legal services on behalf of the Debtors
       that may be required to aid in the proper administration of
       their estates.

Steven B. Towbin, Esq., a Member of Shaw Gussis, discloses that
the Firm received a $375,000 retainer.  For his professional
services, Mr. Towbin will bill the Debtors $480 per hour.

Mr. Towbin reports Shaw Gussis' professionals bill:

    Professional             Designation     Hourly Rate
    ------------             -----------     -----------
    Robert W. Glantz         Counsel            $395
    Allen J. Guon            Counsel             250
    James J. Teich           Counsel             225
    Janice A. Alwin          Counsel             215
    Patricia M. Fredericks   Paralegal           170

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

Headquartered in Arlington Heights, Illinois, Hedstrom Corporation
-- http://www.hedstrom.com/-- manufactures and markets well-
established children's leisure, outdoor recreation and home decor
products, including outdoor gym sets, spring horses, trampolines,
skating equipment (through Backyard Products Unlimited, currently
in a Canadian receivership proceeding); play balls (through non-
debtor BBS Industries, Inc.); and arts and crafts kits, game
tables, indoor sleeping bags, play tents and wall decorations
(through ERO Industries).  The Company filed for chapter 11
protection on October 18, 2004 (Bankr. N.D. Ill. Case No.
04-38543).  When the Company filed for chapter 11 protection, it
listed estimated assets of $10 million to $50 million and
estimated debts of more than $100 million.


HEDSTROM CORP: Look for Bankruptcy Schedule on December 2
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave Hedstrom Corporation and its debtor-affiliates until
December 2, 2004, to file their:

   (1) Schedules of Assets and Liabilities,
   (2) Statement of Financial Affairs, and
   (3) Schedule of Executory Contracts and Unexpired Leases.

To accurately prepare their Schedules, the Debtors are required to
assemble information from various books and records, reports,
agreements, tax returns and other sources of information.  Given
the size, scope and complexity of the Debtors' business
operations, the task of accurately preparing the Schedules is time
consuming.

The Debtors assure the Court that the extension will not prejudice
the creditors or any parties-in-interest and will not unduly delay
the administration of their estates.

Headquartered in Arlington Heights, Illinois, Hedstrom Corporation
-- http://www.hedstrom.com/-- manufactures and markets well-
established children's leisure, outdoor recreation and home decor
products, including outdoor gym sets, spring horses, trampolines,
skating equipment (through Backyard Products Unlimited, currently
in a Canadian receivership proceeding); play balls (through non-
debtor BBS Industries, Inc.); and arts and crafts kits, game
tables, indoor sleeping bags, play tents and wall decorations
(through ERO Industries).  The Company filed for chapter 11
protection on October 18, 2004 (Bankr. N.D. Ill. Case No.
04-38543).  Allen J. Guon, Esq., and Steven B. Towbin, Esq., at
Shaw Gussis Fishman Glantz Wolfson & Towbin LLC, represent the
Debtors in their restructuring.  When the Company filed for
chapter 11 protection, it listed estimated assets of $10 million
to $50 million and estimated debts of more than $100 million.


HILL CITY: Look for Bankruptcy Schedules on November 25
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
gave Hill City Oil Company, Inc., until November 25, 2004, to file
its:

   (1) Schedules of Assets and Liabilities,
   (2) Statement of Financial Affairs, and
   (3) Schedule of Executory Contracts and Unexpired Leases.

The Debtor told the Court that the preparation of its Schedules is
underway but due to the significant size of its business
operations, it will take time to accomplish the Schedules.

The Debtor assured the Court that the extension will not prejudice
the creditors of its estate and would enable it to provide more
accurate and substantial information in the Schedules.

Headquartered in Houma, Louisiana, Hill City Oil Company, Inc. --
http://www.hillcityoil.com/-- sells industrial oil, metalworking
fluids, automotive and off-highway lubricants, oilfield products,
and service products.  The Company filed for chapter 11 protection
on October 25, 2004 (Bankr. E.D. La. Case No. 04-18007).
W. Christopher Beary, Esq., at Orrill, Cordell & Beary, L.L.C.,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
estimated assets and liabilities of $50 million to $100 million.


INDUSTRIAL RUBBER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Industrial Rubber Products, LLC
        aka Paragon Custom Mixing
        415 Sonnier Road
        Carencro, Louisiana 70520

Bankruptcy Case No.: 04-13769

Type of Business: The Debtor is a retailer of rubber products.

Chapter 11 Petition Date: November 14, 2004

Court: Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: Paul Douglas Stewart, Jr.
                  Stewart, Hood & Robbins
                  4550 North Boulevard, Suite 200
                  Baton Rouge, LA 70806
                  Tel: 225-923-1680
                  Fax: 225-923-1084

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Taylor, Bob & Iva                          $298,870
117 Elephant Walk
Carencro, LA 70520

Kardoes Rubber Co.                          $83,953
P.O. Box 350
Lafayette, AL 36862

Citizens Leasing                            $54,131
One Citizens Plaza
Providence, RI 02903

T. Morris Hackney                           $50,000

Zeon Chemicals                              $45,596

Dyneon                                      $34,493

O Neal Steel Inc.                           $28,686

Alabama Self-Insured Workers Comp.          $19,584

Oliver Rubber Company                       $15,596

SLEMCO                                      $13,840

Continental Carbon Co.                      $12,902

Begneaud Manufacturing                      $12,781

LWCC                                        $12,149

R & L Carriers, Inc.                        $11,651

America's International                     $11,410

Barfield, Murphy, Shank & Smith             $11,000

The Hackney Group, Inc.                      $9,882

MW Industries, Inc.                          $9,409

Alternative Rubber                           $8,666

Phoenix Packing & Gas                        $8,610


INTERPOOL INC: Posts $19.6 Million Net Income in Second Quarter
---------------------------------------------------------------
Interpool, Inc., (IPLI.PK) filed its Form 10-Q report for the
quarter ended June 30, 2004, with the Securities and Exchange
Commission on November 12, 2004.

Interpool reported revenues of $96.2 million for the three months
ended June 30, 2004 compared to restated revenues of $91.4 million
for the same period of 2003.  Net income was $19.6 million for the
second quarter of 2004, including a gain of $6.3 million
($5.2 million after taxes) associated with the previously
announced settlement of an insurance claim related to the
bankruptcy of a lessee, versus restated net income of
$12.3 million for the corresponding quarter of 2003.  For the six
months ended June 30, 2004, revenues were $191.6 million compared
to restated revenues of $181.4 million for the first six months of
2003.  Net income was $30.7 million for the six-month period
versus $24.1 million for the same period last year.

Martin Tuchman, Chairman and Chief Executive Officer, said, "We
continue to be pleased with the strong performance of our
industry.  Utilization rates remain high, for us and for our
competitors, and demand for our products remains strong."

The Company will hold a conference call on Wednesday,
November 17, 2004, at 1:30 PM Eastern Standard Time.  Interested
investors should call 888-841-5035 ten minutes prior to the time
of the conference call. Callers from outside North America should
call 973-582-2830 and hold for a live operator.  Identify yourself
and your company and inform the operator that you are
participating in the Interpool Second Quarter 2004 Earnings
Conference Call.

If you are unable to access the Conference Call at 1:30 PM, call
973-341-3080 to access the taped digital replay.  To access the
replay, please call and enter the digital pin 5405041.  This
replay will first be available at 3:30 PM on November 17, 2004 and
will be available until 11:59 PM on November 24, 2004.

The call will also be available through the company's Web site,
http://www.interpool.com/ To listen to the live call via the
Internet, go to the Web site at least fifteen minutes early to
register and to download and install any necessary audio software.
For those who cannot listen to the live webcast, a replay will be
available two hours after the call is completed and will remain
available for one month.

                        About the Company

Interpool is one of the world's leading suppliers of equipment and
services to the transportation industry.  The company is the
world's largest lessor of intermodal container chassis and a
world-leading lessor of cargo containers used in international
trade.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 17, 2004,
Fitch Ratings assigned a 'B' rating to Interpool, Inc.'s
6% $150 million unsecured notes due 2014.  As part of the
offering, note investors have also been issued warrants for
approximately 8.3 million shares of common stock exercisable at
$18 per share.  Interpool's Rating Outlook was revised to Positive
from Negative on July 9, 2004.  Fitch also rates Interpool's
senior secured debt and preferred stock 'BB-' and 'CCC+'.


INTERPUBLIC: Fitch Affirms Double-B Ratings with Stable Outlook
---------------------------------------------------------------
Fitch Ratings affirmed these debt ratings of The Interpublic Group
of Companies, Inc.

   -- Senior unsecured debt 'BB+';
   -- Multicurrency bank credit facility 'BB+';
   -- Convertible subordinated notes 'BB-'.

The Rating Outlook is Stable.  Approximately $2.2 billion of debt
is affected by this action.

The rating reflects Interpublic Group's position as a leading
global advertising holding company, with multi-agency networks and
multiservice capabilities, its diverse client base with long-term
relationships with key accounts, and the overall strengthened
balance sheet resulting from asset sales and equity offerings in
2003.  These strengths are balanced by the continuing operating
challenges the company faces as part of its corporate turnaround.

The company has made good progress in resolving uncertainties
about the magnitude of special liabilities, which have been a
concern for the rating.  Most prominently, all significant
liabilities associated with the company's exit from its
motorsports operations have been settled.  All motorsports
circuits have been sold and cash payments of approximately
$138 million have been made to terminate leases on the Silverstone
racetrack and to exit other promotional obligations.  These
operations have hampered operating performance, and the resolution
of the liabilities and exit from the business should yield
incremental improvement to earnings and cash flow.  Additional
progress has also been made in reducing the liabilities associated
with the company's 2001 and 2003 restructuring programs and in
reducing contingent liabilities associated with prior-year
acquisitions (earn-outs and put obligations).  Furthermore, legal
costs associated with a group settlement of lawsuits arising from
a 2002 restatement of prior years' earnings are also expected to
be resolved in 2004, with a cash payment of $20 million with
$95 million to be paid in stock.

The balance sheet has also stabilized.  Interpublic Group's debt
balances have declined modestly in 2004, from $2.5 billion at
December 31, 2003 to $2.2 billion at September 30, 2004.  The
special liabilities and the seasonal working capital requirements
of the business have been covered by operating cash flow and from
the sizable cash balances that were available to the company at
the end of 2003.  At December 31, 2003, the company had cash
balances of $2.0 billion, as compared with $900 million at
year-end 2002, following asset sales for over $400 million and
equity issuance of $700 million in 2003.  Cash balances have since
declined to $1.4 billion at the end of the third quarter but
remain well in excess of the underlying cash requirements of the
business.  As working capital investments for the advertising
companies typically peak in the second and third quarters,
Interpublic Group's liquidity appears to be strong.  Fitch expects
that anticipated levels of operating cash flow and the substantial
excess cash balances that the company currently possesses will be
sufficient to manage remaining special liabilities over the
2004-2006 period, while maintaining or improving primary measures
of leverage and interest coverage.

Fitch's concerns for the rating focus on several issues.  The
turnaround efforts that were initiated by new management in 2003
have not yet fully stabilized the operating performance of the
company, which remains weak relative to historical levels,
compared with its principal competitors.  Following a trend of
improving EBITDA margins in late 2003 and early 2004, EBITDA
margins have weakened in the past two quarters.  Reduced operating
costs associated with lower real estate overhead and severance
from the company's 2001 and 2003 restructuring programs have been
more than offset by additional costs to support organic growth in
the business, significant higher professional services fees to
prepare for compliance with the Sarbanes-Oxley Act, and costs to
develop integrated systems and processes, as well as timing issues
related to accrual rates for management incentive compensation.
Many of these costs are expected to be ongoing and will continue
to exert pressure on margins.

Client losses at key agencies also remain a concern.  Impairment
tests of goodwill in the third quarter have resulted in sizable
write-downs of the value of acquired agencies, reflecting the
contraction in their base of business.  The company has made
several management changes to address these problems, but benefits
from these actions will take time to materialize.  Nevertheless,
organic revenue growth for the consolidated company y has shown a
gradually improving trend in 2004, following a sustained period of
contraction from 2002-2003.

Fitch is also concerned about material weaknesses in internal
accounting controls that Interpublic Group's management and its
auditor, Pricewaterhouse Coopers, have identified, which could
lead to weakened quality or inaccuracies in company's financial
statements.  The company is currently incurring significant costs
to remediate the problems causing the material weaknesses.
However, the existence of these material control weaknesses is not
expected to preclude PwC from issuing an unqualified opinion
regarding Interpublic Group's 2004 financial statements.
Typically, when an auditor concludes that accounting controls
cannot be relied upon, the auditor will perform additional
'substantive' procedures to ensure the financial statements are
reliable.  Nevertheless, the material weakness is expected to
persist through the time that the company files its 10-K for 2004.

Previous misstatements of Interpublic Group's earnings resulting
from weaknesses in accounting controls were the subject of
shareholder lawsuits, which have required significant litigation
and settlement costs, and resulted in an investigation by the SEC.
Should a qualified opinion be issued by PwC or if future
restatements are required, Fitch would reevaluate the ratings on
Interpublic Group's debt.


INTERPUBLIC GROUP: Moody's Holds Ba1 Rating on Subordinated Notes
-----------------------------------------------------------------
Moody's Investors Service affirmed Interpublic Group of Companies'
Baa3 senior unsecured and Ba1 senior subordinate long-term debt
ratings.  The rating outlook remains stable.

Ratings affirmed include:

   * Baa3 senior unsecured notes
   * Baa3 senior unsecured bank credit facilities
   * Ba1 subordinated notes
   * (P)Baa3 senior unsecured shelf
   * (P)Ba1 subordinate shelf

The primary factor supporting the ratings affirmation is Moody's
belief that IPG's management team, as part of the company's
36-month turnaround plan, has significantly strengthened the
company's balance sheet and has shown sequential progress
improving operating performance.

Moody's believes these positive developments have been tempered by
the company's discovery, in the 3rd quarter 2004, of additional
material weaknesses in internal controls and Moody's understanding
that the company and its auditors might issue an adverse or
disclaimer of opinion on internal controls in the upcoming fiscal
year-end Form-10K.  However, Moody's also believes it is equally
likely the company will receive a clean financial statement audit
opinion as it did in fiscal 2003 and as a result maintain capital
market access, despite the existence of material weaknesses in
internal controls.  In addition, while the pervasive nature of the
material weaknesses identified are of concern, the company appears
to be taking appropriate remediation efforts with the full support
and participation of senior management and the audit committee.

The stable outlook is predicated on the company continuing to
conserve capital, thereby modestly strengthening improving credit
metrics, and Moody's expectation that operating performance will
continue to improve.

In addition, the stable outlook presumes the following vis-a-vis
the material weakness in internal controls:

   (1) the SEC will affirm, or at least not conclude to the
       contrary, that an adverse opinion, or disclaimer of opinion
       on internal controls by the auditor will not result in
       punitive sanctions and penalties, provided the auditor
       issues a clean opinion on the financial statements;

   (2) the company obtains an unqualified financial statement
       audit opinion for fiscal 2004; and

   (3) misstatements are not identified which suggest any
       wrongdoing.

The rating would be under negative pressure if any of these events
occurred.

Moody's current ratings already reflect Interpublic Group's
historical weak accounting controls including prior year
restatements, identification of material weaknesses, accounting
related lawsuits and regulatory investigations.  Moody's ratings
also consider the nature of the identified material weaknesses and
management's attitude towards implementing stronger internal
controls.

The Baa3 rating also reflects Interpublic Group's position as one
of only a handful of global advertising agency holding companies
able to service large multinational advertisers.  The company
generates a significant majority of its revenues from advertising
and media, but has diversified somewhat into marketing
communications and services.  Along with Omnicom and WPP Group,
Interpublic Group is one of the three dominant advertising agency
holding companies.  The company also benefits from its geographic
diversity and global reach, though less apparent in global
downturns.  57% of total revenues are derived domestically and 43%
internationally, with a greater concentration in Europe.

Despite the current strength of the balance sheet, Moody's
believes the Baa3 rating is still weakly positioned.  In addition
to anticipated debt reduction, credit metric improvement will be a
function of the company's ability to improve operating
performance.  Over the last two years, Interpublic Group has
reduced total debt by more than $1.5 billion using free cash flow,
proceeds from asset sales, and $693 million in proceeds from
common equity and mandatory convertible preferred offerings.
Moody's estimates that at any given time a significant portion of
the company's cash on the balance sheet represents the "float"
from clients' media purchases.  Adjusting the leverage ratios
accordingly results in:

   * adjusted net debt-to-EBITDA of about 3.0x,
   * lease adjusted net debt-to-EBITDAR of 3.8x, and
   * retained cash flow-to-adjusted net debt of 23.7%

as of LTM 3rd quarter 2004.

Moody's believes credit metric improvement will result from
organic revenue growth and modest, long-term operating margin
improvement despite increased professional services costs for
accounting and incentive compensation.  The company has
experienced sequential improvement in organic revenue trends since
the beginning of 2003, with the last two quarters showing positive
growth of 0.3% and 1.8% respectively.  While this still lags its
competitors, Moody's believes the positive trend is evidence that
management's turnaround efforts are gaining some traction.
Operating margins, year to date, have contracted 120 basis points
primarily due to incremental professional fees and only minimally
due to incentive compensation.  Moody's expects the professional
fees will decline over time as the company remediates internal
controls and hires additional in-house accountants at a lower cost
than retaining its outside auditors to do the work and incentive
compensation will increase as a function of overall revenue
growth, thereby permitting nominal margin expansion.

The Baa3 rating assumes continued improvement in credit metrics
comfortably to: under 2.0x adjusted net debt-to-EBITDA, 3.0x lease
adjusted net debt-to-EBITDAR, and 30% retained cash flow-to-
adjusted net debt.  Moody's also adjusts the debt figures to
include earn-outs and underfunded pension obligations while
deducting restructuring costs from EBITDA and retained cash flow.
However, Moody's believes that sustained margin deterioration
associated with restructuring costs and the increase in
professional service fees and additional incentive compensation
could result in ratings pressure.

The ratings could also come under pressure were the company to,
once again, increase acquisition activity, with corresponding high
earn-out payments, reinitiate the dividend on its common stock, or
engage in significant share repurchases causing them to deviate
from the targeted credit metrics.

The Interpublic Group of Companies, Inc., with its headquarters in
New York, is one of the largest international advertising agency
and marketing services group.  Its primary advertising and
marketing services agencies are comprised in five operating groups
including:

   * McCann-Erickson WorldGroup;
   * FCB Group;
   * The Partnership, which includes:

     -- Lowe Worldwide;
     -- Interpublic Sports; and
     -- Entertainment; and

   * Advanced Marketing Services.


INTERSTATE BAKERIES: Court OKs Stinson Employment as Local Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
gave Interstate Bakeries and its debtor-affiliates permission to
employ Stinson Morrison Hecker, LLP, as their local and special
counsel.

Stinson is expected to:

   (a) assist in the preparation and filing of Debtors'
       Chapter 11 Voluntary Petition, Schedules, and Statement of
       Financial Affairs;

   (b) advise the Debtors with respect to their Chapter 11
       rights, powers and duties and operation and disposition of
       the Debtors' property;

   (c) represent the Debtors in their Chapter 11 cases and in
       any adversary proceeding commenced in or in connection
       with their Chapter 11 cases;

   (d) assist in the preparation of applications, answers,
       proposed orders, reports, motions and other pleadings and
       papers that may be required in the Debtors' Chapter 11
       cases;

   (e) provide legal assistance and advice to the Debtors in
       connection with the sales of the Debtors' assets and
       preparation and submission of Chapter 11 plans; and

   (f) perform any other legal services as counsel for the
       Debtors that may be required by the Debtors or the
       Bankruptcy Court.

Mr. Hutchison assures the Court Stinson will take appropriate
steps to avoid unnecessary duplication of services provided by
other professionals employed by the Debtors.

Stinson's duties as special counsel include, without limitation,
representation of the Debtors in all matters adverse to certain
creditors and parties-in-interest where the Debtors' general
bankruptcy counsel, Skadden, Arps, Slate, Meagher & Flom, LLP, is
precluded from representing the Debtors.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.  The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814).  J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014 on August 12,
2004) in total debts.  (Interstate Bakeries Bankruptcy News, Issue
No. 5; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERSTATE BAKERIES: Missouri Wants 2003 Tax Returns Filed
----------------------------------------------------------
The Missouri Department of Revenue asks the U.S. Bankruptcy Court
for the Western District of Missouri to compel Interstate Bakeries
Corporation and its debtor-affiliates to promptly file their 2003
corporation income tax and 2004 franchise tax returns.

The Revenue Department also seeks an extension of time to file
its claims in the Debtors' Chapter 11 cases until a reasonable
time after the Debtors have filed the tax returns.

Jeremiah W. Nixon, Attorney General for the State of Missouri,
tells the Court that the tax returns are necessary to complete
the Revenue Department's claims so that its claims will be based
on actual rather than estimated figures.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.  The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814).  J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014 on August 12,
2004) in total debts.  (Interstate Bakeries Bankruptcy News, Issue
No. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)


IVACO INC: Unable to File Financial Statements Following Sale
-------------------------------------------------------------
Ivaco, Inc., will not be in a position to file its financial
statements for the period ended September 30, 2004, or possibly
for subsequent periods given the Court-approved sale of
substantially all of its assets to a subsidiary of the Heico
Companies, LLC, in the context of its restructuring under the
Companies' Creditors Arrangement Act.

In connection with the transaction with Heico, various
determinations, including as to the final purchase price for the
assets, can only be made immediately prior to or following the
completion of the transaction and, as a result, Ivaco is not in a
position to prepare financial statements that will accurately
reflect its financial condition as at September 30.  With respect
to the transaction with Heico, Mr. Randall Benson, Chief
Restructuring Officer of Ivaco, said: "We remain optimistic that
we will complete the remaining requirements and expect a closing
prior to year end."

Trading of the securities of Ivaco on the TSX has been suspended,
there is currently no market for its shares and none is expected
to develop.  While Ivaco will not be in a position to prepare
financial statements as, shareholders and other stakeholders can
access the reports issued by Ivaco's Court appointed Monitor,
Ernst & Young Inc., on their Web site at:
http://www.ey.com/ca/ivaco/

                        About the Company

Ivaco is a Canadian corporation and is a leading North American
producer of steel, fabricated steel products and precision
machined components.  Ivaco's modern steel operations include
Canada's largest rod mill, which has a rated production capacity
of 900,000 tons of wire rods per annum.  In addition, its
fabricated steel products operations have a rated production
capacity in the area of 350,000 tons per annum of wire, wire
products and processed rod, and over 175,000 tons per annum of
fastener products.

The Court has extended the period of Court protection under the
Companies' Creditors Arrangement Act until December 15, 2004.


JONES APPAREL: Merger Plan Cues Moody's to Assign Negative Outlook
------------------------------------------------------------------
Moody's Investors Service affirmed Jones Apparel Group, Inc.'s
Baa2 senior unsecured rating, but revised the outlook to negative
from stable.

The outlook revision is triggered by Jones Apparel's November 11
announcement that it would merge with Barney's New York, Inc.  The
transaction is valued at approximately $400 million including
$294 million to acquire the equity and $106 million to purchase
all of Barney's outstanding debt comprised of senior unsecured
notes due in 2008.

The outlook revision reflects:

   1) the diversification into the luxury segment of the retail
      apparel business, in which Jones Apparel presently has no
      exposure,

   2) the risks related with the planned Barney's expansion,

   3) the impact that Barney's lower operating margin may have,
      and

   4) the relatively high multiple that this transaction
      represents.

The outlook recognizes that it comes soon after several other
acquisitions by Jones Apparel over the past few years.

Barney's operating profits/sales have been at the 7%+ level, which
is lower than Jones Apparel's existing 11-12% level, and the
transaction cost is equal to 9 times its EBITDA for the LTM ended
July 31, 2004.

The ratings are supported by the relatively small size of the
merger for Jones Apparel and the insignificant impact that it will
have on Jones Apparel's leverage and cash flow.  Jones Apparel's
annual operating cash flow exceeds the cost of the transaction and
its revenues for the LTM ended October 2, 2004, were $4.5 billion,
while Barney's sales were about 1/10 of that. Assuming Barney's as
cash flow neutral, the combined company's proforma Debt/EBITDA
(October 2) is a manageable 2.3 times, adjusted retained cash flow
(retained cash flow -WC changes + 2/3 of rent)/ adjusted debt
(funded debt + 8 X rent) is 19.5%, and free cash flow / funded
debt is 24%.

The ratings also reflect Moody's expectation that adjusted
retained cash flow/ adjusted debt returns to a level exceeding 20%
and that Jones Apparel will succeed in retaining Barney's
management.

The outlook for these ratings was revised to negative:

   * Senior unsecured debt at Baa2 (including bank facility)
   * Senior unsecured shelf at (P) Baa2
   * Subordinated shelf at (P) Baa3
   * Preferred shelf at (P) Ba1
   * BACKED Senior Unsecured at Baa2

Jones Apparel Group, Inc., is a leading designer and marketer of
branded apparel, footwear and accessories under several designer
labels such as "Jones New York" "Anne Klein", and "Nine West",
with FYE 2003 revenues of $4.4 billion.


KAISER ALUMINUM: Sept. 30 Balance Sheet Upside-Down by $1.7 Bil.
----------------------------------------------------------------
Kaiser Aluminum reported results that include a number of special
items arising primarily in connection with the company's ongoing
Chapter 11 proceedings.

For the third quarter of 2004, the company reported a net loss of
$69.5 million, compared to a net loss of $88.6 million for the
year-ago quarter.

For the first nine months of 2004, Kaiser's net loss was
$109.3 million, compared to a net loss of $215.1 million for the
first nine months of 2003.

The special items for the quarters and nine-month periods of 2004
and 2003 are identified in the tables accompanying this news
release.

Net sales in the third quarter and first nine months of 2004 were
$281.8 million and $792.7 million, compared to $203.1 million and
$613.2 million for the comparable periods of 2003.

At September 30, 2004, Kaiser Aluminum's balance sheet showed a
$1,748,600,000 stockholders' deficit, compared to a $1,738,700,000
deficit at December 31, 2003.

Kaiser President and Chief Executive Officer Jack A. Hockema said,
"We were pleased with the performance of our Fabricated Products
business, which reported a 24% increase in shipments on
strengthening demand and improved margins.  Operating income for
this business increased to more than $11 million in the quarter,
which represents an almost $17 million improvement from results of
the year-ago period and is the highest level of Fabricated
Products operating income since the third quarter of 2000.  The
company's third-quarter results were also aided by higher realized
prices on sales of alumina and primary aluminum."

Mr. Hockema added, "We are pleased with the continued progress we
are making toward a targeted emergence from Chapter 11 in the
first half of 2005."

In accordance with applicable accounting standards, amounts
related to Alpart, Gramercy, KJBC, Valco, and Mead are all
reported as discontinued operations in the company's Statements of
Consolidated Income (Loss) for the quarter and nine-month periods
of 2004 and 2003.  The company expects to apply similar treatment
to material asset sales that may be completed in the future.

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.


LAIDLAW INTL: Reports Improved Financial Results for Fiscal 2004
----------------------------------------------------------------
Laidlaw International, Inc., (NYSE:LI) reported improved financial
results for its fourth fiscal quarter and fiscal year ended
August 31, 2004, and announced its intention to restate its
results for the second fiscal quarter.  As previously reported,
the company emerged from bankruptcy protection in June 2003.  The
results for fiscal 2003 are presented on a combined basis
reflecting the reorganized company's results for the fourth fiscal
quarter and the results of the company's predecessor, Laidlaw,
Inc., for the first nine months of fiscal 2003.  Because of the
company's reorganization, comparisons of fiscal 2004 to fiscal
2003 may not be meaningful.

               Financial Results and 2005 Guidance

For fiscal 2004, revenue of $4,631.4 million was up 3.3% from
$4,482.8 million for fiscal 2003, driven in large part by revenue
growth from the healthcare businesses, American Medical Response
and EmCare.  Net income for fiscal 2004 was $61.7 million and
diluted earnings per share were $0.59 for the same period.

Fiscal 2004 EBITDA was $504.7 million, an increase of 10.6%, as
compared to $456.4 million for fiscal 2003.  EBITDA margin for
fiscal 2004 increased to 10.9% from an EBITDA margin of 10.2% for
the prior fiscal year.  Net capital expenditures for fiscal 2004
were $209 million.

"These results met our expectations for our first full year of
operations since emerging from reorganization," said Kevin Benson,
President and Chief Executive Officer of Laidlaw International.
"Our focus this past year has been to improve the performance of
each of our businesses by growing margins and optimizing the use
of capital.  In each area we have concentrated on improving
efficiencies, reducing unit costs and developing long term
strategic plans that complement our core competencies.  These
plans are the platforms for our future growth. While they may take
some years to fully implement, they are the basis of our targeted
improvement in margins."

For the fourth fiscal quarter of 2004, revenue of $1,019.0 million
was up 2.2% from $997.1 million for the prior year quarter, driven
largely by a continuation of positive revenue trends for the
healthcare companies.  The net loss for the quarter was
$2.7 million, an improvement of $7.2 million from a net loss of
$9.9 million for the prior year quarter.  Diluted loss per share
was $0.03 for the quarter, compared to a diluted loss per share of
$0.10 for the comparable prior year period.  EBITDA for the
quarter was $75.2 million, up 18.2%, as compared to $63.6 million
for the prior year quarter.

In fiscal 2005, the strategic plans for Laidlaw International's
education services and Greyhound segments prioritize improvements
in profitability rather than revenue growth.  Revenue increases at
the health care and public transit businesses are expected to
offset revenue reductions at the education services and Greyhound
segments.  As a result, consolidated revenue for fiscal 2005 is
expected to be flat to up 2% over fiscal 2004.  EBITDA margin for
fiscal 2005 is projected to increase by the same amount as the
EBITDA margin increase in fiscal 2004, or 70 basis points.  Net
capital expenditures for fiscal 2005 are projected to be
approximately $240 to $250 million.

                    Explanation of Restatement

Net income for fiscal 2004 includes a $6.6 million deferred tax
benefit that arises from a change in the provincial tax rates for
Ontario, Canada.  As the rate change became effective in the
company's second fiscal quarter, the $6.6 million tax benefit
should have been reflected as a reduction of its second quarter
tax expense.  However, the adjustment was not discovered until the
fourth quarter.  The company will restate its previously issued
second quarter results to properly reflect the rate change in that
period.  The adjustment will increase net income in the second
quarter from $0.6 million, as previously reported, to
$7.2 million.  The restatement does not impact the company's full
year financial results, and has no impact on EBITDA or its cash
position.  The company intends to amend its Quarterly Reports on
Form 10-Q for the quarterly periods ended February 29, 2004, and
May 31, 2004, to reflect this change.

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.


LES LLC: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: LES LLC
        21 Great Republic Road
        Gloucester, Massachusetts 01930

Bankruptcy Case No.: 04-19188

Chapter 11 Petition Date: November 12, 2004

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: David B. Madoff, Esq.
                  Madoff & Khoury LLP
                  124 Washington Street, Suite 202
                  Foxboro, MA 02035
                  Tel: 508-543-0040
                  Fax: 508-543-0020

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 2 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Gloucester Comm. Development  Potential Guaranty         $70,714
Dept.                         of Note Payable
22 Popular Street
Gloucester, MA 01930

Gloucester Revolving Loan     Potential Guaranty         $57,857
P.O. Box 623                  of Note Payable
Gloucester, MA 01930


LIONEL LLC: Files for Chapter 11 Protection in S.D. New York
------------------------------------------------------------
Lionel LLC filed a voluntary petition in the U.S. Bankruptcy Court
of the Southern district of New York for protection under Chapter
11 of the U.S. Bankruptcy Code.  The filing was prompted by a
$40.8 million judgment against the company for the alleged
misappropriation of a competitor's toy train designs by a
subcontractor.

Lionel's day-to-day operations will continue as usual, including
meeting all merchandise shipping obligations customary for the
holiday selling period and rolling out new products on schedule.
The company remains dedicated to creating and manufacturing the
quality product for which it has long been known.

Jerry Calabrese, the recently named CEO of Lionel, said, "The MTH
judgment alone has forced us to take this action.  Lionel is a
sound company that enjoys healthy sales, growing demand for our
products and the best brand and reputation in the business.
Having said that, the size and weight of this judgment is just too
much for what is essentially a small business to bear.  Taking
advantage of bankruptcy protection will not only allow us to
pursue an eventual reversal of this unfair decision, it will
enable us to create, manufacture and ship our products in our
normal and usual way."

                        About Lionel LLC

Lionel LLC is one of the world's leading marketers of model trains
and accessories.  Established in 1900, the Lionel name is the most
widely recognized brand in the toy train industry and one of the
most recognized brands in America.  Lionel has been at the center
of every major innovation in toy train manufacturing and marketing
since its inception.


LIONEL LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Lionel L.L.C.
        26750 Twenty-Three Mile Road
        Chesterfield, Michigan 48051

Bankruptcy Case No.: 04-17324

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Liontech Company                           04-17325

Type of Business: The Debtor is a marketer of model train
                  products, including steam and die engines,
                  rolling stock, operating and non-operating
                  accessories, track, transformers and electronic
                  control devices.  See http://www.lionel.com/

Chapter 11 Petition Date: November 15, 2004

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtors' Counsel: Abbey Walsh Ehrlich, Esq.
                  O'Melveny & Myers, LLP
                  30 Rockefeller Plaza
                  New York, NY 10112
                  Tel: 212-326-4397
                  Fax: 212-408-2420

                           Estimated Assets    Estimated Debts
                           ----------------    ---------------
Lionel L.L.C.                $10 M to $50 M     $10 M to $50 M
Liontech Company              $1 M to $10 M     $10 M to $50 M

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
MTH Electric Trains           Judgment               $40,775,665
7020 Columbia Gateway Dr.
Columbia, MD 21046

Sanda Kan                     Trade                   $6,685,260
1-7 Kwai Cheong Road
1st Floor, Kwai Chung
New Territories, HK

Guggenheim Investment         Notes                   $5,324,000
Management
135 East 57th Street
New York, NY 10022

Dykema Gossett PLLC           Professional Services   $1,774,250
39577 Woodward Avenue
Suite 300
Bloomfield Hills, MI 48304


Conway MacKenzie              Professional Services     $162,110
& Dunleavy, P.C.

Hagye Trading Co. Inc.        Trade                      $31,930

Right Management Consults     Trade                      $11,000

Proguard Security Service     Trade                       $9,134

Advance Freight Traffic       Trade                       $6,979
Service, Co.

FedEx                         Trade                       $6,442

Detroit Legal                 Trade                       $5,904

Christmas Northeast           Trade                       $4,418

Ryan Polishing Corp.          Trade                       $3,047

Kalmbach Publishing           Trade                       $2,952

Coverall North America        Trade                       $2,860

SBC                           Trade                       $2,482

Office Express                Trade                       $2,332

Robot Printing and            Trade                       $2,273
Communications

Sprint                        Trade                       $2,178

United Parcel Service         Trade                       $1,657


MELLON RESIDENTIAL: Fitch Junks Class B-5 & Rates Class B-4 B
-------------------------------------------------------------
Fitch has taken rating actions on these Mellon Residential Funding
Corp. issues:

   * Series 1998-A

     -- Class B-1 upgraded to 'AAA' from 'AA+';
     -- Class B-2 upgraded to 'AA' from 'A+';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 downgraded to 'B' from 'BB';
     -- Class B-5 remains at 'CCC'.

   * Series 1998-2

     -- Classes A-11, A-12 affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 affirmed at 'AAA';
     -- Class B-4 affirmed at 'AAA';
     -- Class B-5 affirmed at 'AA'.

   * Series 1998-TBC1

     -- Classes A-3, AR affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 affirmed at 'AAA';

   * Series 1999-TBC1

     -- Classes A-3, X, AR affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 affirmed at 'AAA';

   * Series 1999-TBC2

     -- Classes A-3, X, AR affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 affirmed at 'AAA';
     -- Class B-5 upgraded to 'AA' from 'A';

   * Series 1999-TBC3

     -- Classes A-2, AR affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 upgraded to 'AAA' from 'AA+';
     -- Class B-3 affirmed at 'AA';
     -- Class B-4 upgraded to 'A+' from 'A-';
     -- Class B-5 upgraded to 'BBB' from 'BB+';

The affirmations on these classes reflect credit enhancement
consistent with future loss expectations and affect approximately
$217 million of certificates.  The upgrades reflect an increase in
credit enhancement relative to future loss expectations and affect
$11,691,467 million of certificates.  The negative rating action
on 1998-A class B-4 affects $2,449,399 of total certificates and
reflects the decreased credit enhancement available to offset the
potential losses from the increasing delinquency pipeline.

The current enhancement levels for classes B-1 and B-2 of series
1998-A have almost doubled from original enhancement levels (at
closing date of April 29, 1998).  Class B-1 currently benefits
from 8.42% subordination (originally 4.5%), and class B-2 benefits
from 5.51% subordination (originally 3.25%).  Class B-4 has
current CE level of 1.41%, which is lower than the original CE
level of 1.5%.  Ninety plus delinquencies total 0.44%,
foreclosures total 1%, and REOs total 0.65% of the total
collateral pool.  The 1998-A transaction has accumulated
$2,815,713 in losses in the mortgage pool, with the 12-month
average monthly losses at $45,672.  There is currently 31% of the
original collateral remaining in the pool.

The CE level for class B-5 of series 1999-TBC2 has increased by
10 times the original enhancement level (at closing date of
June 29, 1999).  Class B-5 currently benefits from 2.51%
subordination (originally 0.25%).  There is currently 10% of the
original collateral remaining in the pool.

The CE levels for classes B-2, B-4, and B-5 of series 1999-TBC3
have almost doubled the original enhancement levels (at closing
date of Sept. 23, 1999).  Class B-2 currently benefits from 3.07%
subordination (originally 1.6%).  Class B-4 benefits from 1.15%
subordination (originally 0.6%).  Class B-5 benefits from 0.57%
subordination (originally 0.3%).  There is currently 52% of the
original collateral remaining in the pool.

The mortgage pools from the transactions consist of prime quality,
traditional, and hybrid fixed-rate and adjustable-rate mortgage
loans, secured by residential properties, which have original
terms to maturity of 15 or 30 years.


METROWEST HEALTH: Fitch Downgrades Financial Strength Rating to D
-----------------------------------------------------------------
Fitch Ratings downgraded Metrowest Health Plan's quantitative
insurer financial strength rating to 'D' from 'Bq'.

This rating action follows the recent order of rehabilitation
issued by the Texas Department of Insurance.  As of June 30, 2004
Metrowest Health Plan had an enrollment of 13,208.

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

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


MID OCEAN CBO: Moody's Slices $10M Class B-1L Notes' Rating to B2
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings of three classes of
notes issued by Mid Ocean CBO 2001-1 Ltd.:

   (1) to Aa3 (from Aaa), the U.S. $215,000,000 Class A-1L
       Floating Rate Notes due November 2036 and U.S. $50,000,000
       Class A-1 6.5563% Notes due November 2036;

   (2) to Baa1 (from Aa2), the U.S. $15,000,000 Class A-2L
       Floating Rate Notes due November 2036; and

   (3) to B2 (from Baa3), the U.S. $10,000,000 Class B-1L Floating
       Rate Notes due November 2036.

This transaction closed on October 25, 2001.  Moody's noted that
all three classes of notes would remain under review for further
possible downgrade.

According to Moody's, its rating action results primarily from
significant deterioration in collateral coverage and quality.
Moody's noted that, as of the most recent monthly report on the
transaction, the weighted average rating factor of the collateral
pool is 1445 (375 limit) and that approximately 31% of the
collateral pool currently has a Moody's rating of Ba1 or lower
(5% limit).  Moody's also noted that, in the same monthly report,
both collateral coverage tests are failing, the Class A ratio is
103.85% (106% test) and the Class B ratio is 99.84% (101% test).

Rating Action: Downgrade

Issuer: MID OCEAN CBO 2001-1 LTD.

Class Description: U.S. $215,000,000 Class A-IL Floating Rate
                   Notes due November 2036

                   U.S. $ 50,000,000 Class A-1 6.5563% Notes due
                   November 2036

Prior Rating:      Aaa (under review for downgrade)

Current Rating:    Aa3 (under review for downgrade)

Class Description: U.S. $ 15,000,000 Class A-2L Floating Rate
                   Notes due November 2036

Prior Rating:      Aa2 (under review for downgrade)

Current Rating:    Baa1 (under review for downgrade)

Class Description: U.S. $ 10,000,000 Class B-1L Floating Rate
                   Notes due November 2036

Prior Rating:      Baa3 (under review for downgrade)

Current Rating:    B2 (under review for downgrade)


MIRANT: Wants to Sell Coyote Springs Assets to Avista for $62.5M
----------------------------------------------------------------
Mirant Oregon, LLC, a non-debtor wholly owned subsidiary of Mirant
Americas, Inc., and Avista Corporation are parties to a joint
venture whereby each party owns an undivided 50% interest in a
260 Mw gas-fired, combined-cycle electric generating power plant
located on a 22-acre site within the Port of Morrow, in Boardman,
Oregon.  The Coyote Springs Plant is one of two plants occupying a
single site, with the other plant owned by Portland General
Electric.  PGE operates its own plant as well as the Coyote
Springs Plant.

Robin Phelan, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
relates that Mirant Oregon acquired its 50% Interest from Avista
Power, LLC, the original developer of the project, in a series of
transactions commencing in December 2001, pursuant a Securities
Purchase Agreement.  Mirant Oregon purchased 50% of the issued and
outstanding limited liability company interests in Coyote Springs
2, LLC, while Avista Power retained the remaining 50% interest in
CS2.  Subsequently, CS2 distributed to Mirant Oregon and Avista
Corp., as tenants-in-common pursuant to the Co-Tenancy and Joint
Operating Agreement, an undivided 50% interest in all of the
assets of CS2, including the Coyote Springs Plant.  The Mirant
Interest represents substantially all of the operating assets of
Mirant Oregon.

Before their bankruptcy filing, Mirant Corporation and its debtor-
affiliates embarked on an initiative to expand their presence in
the Pacific Northwest region of the United States that included
the acquisition of the Mirant Interest.  Simultaneous with the
construction of the Coyote Springs Plant, Mirant Corp. was
constructing its Mint Farm Plant, located 200 miles west of the
Coyote Springs Plant, and negotiating a tolling agreement for a
large power plant project anticipated to be developed near the
Coyote Springs Plant.

Furthermore, at that time, Mirant Canada held substantial gas
transportation positions on the pipelines serving all three
Projects.  However, due to the downturn in the merchant energy
sectors as well as the Debtors' need to focus on liquidity, the
Debtors suspended their prepetition initiative of expansion into
the Pacific Northwest.  As a result, construction of the Mint Farm
Plant was never completed and the project is currently being
marketed for sale.  The proposed tolling project was also
abandoned and Mirant Canada's gas transportation positions were
divested.  Accordingly, as Mirant Corp. has no other active
presence in the Pacific Northwest, Coyote Springs has no synergy
with any other Mirant projects.  The Coyote Springs Plant is
simply a 130 Mw "island" that diverts the Debtors' attention from
its core assets and operations in California and Las Vegas.

The initial plans for the Project contemplated National Energy
Production Company, a wholly owned subsidiary of Enron
Corporation, as the primary engineering, procurement and
construction contractor.  Enron Corp. and NEPCO subsequently
sought protection under Chapter 11, which led to the termination
of the underlying construction agreement and delaying completion
of the Coyote Springs Plant.  In that regard, Coyote Springs Plant
also asserts an $85,000,000 claims against Enron Corp. and NEPCO
for breach of contract and misappropriation of funds.

Additionally, the Coyote Springs Plant was plagued with troubles
relating to the main step-up transformer beginning in May 2002,
which prevented the Coyote Springs Plant from becoming
commercially operable up until July 2003.  After numerous
unsuccessful repairs, the Transformer was taken out of service in
January 2004, resulting in non-operation of the Coyote Springs
Plant from January 2004 until the Fall of the same year.

          Current Outlook for the Coyote Springs Plant

Mr. Phelan tells Judge Lynn that although the Coyote Springs Plant
when operational has been able to sell into profitable markets
through the acquisition of surplus capacity on the transmission
system owned by Bonneville Power Administration, the Debtors
anticipate that the excess capacity will be unavailable for
purchase over the long-term.  Thus, absent immediate substantial
capital expenditures, the Coyote Springs Plant's access to the
transmission grid will become severely constrained.

In response to market demand for additional capacity, Bonneville
is hosting an approach to securing an adequate level of capacity
subscriptions to support construction of major transmission
infrastructure projects.  The Bonneville Power Open Season is set
for developers and other interested parties to finance the
construction of a new $167,000,000 transmission line.  Entities
desiring to participate in the Bonneville Transmission Project
will be required to fund the project through an up-front payment
to Bonneville.  Commitments are due in the early part of 2005.  In
exchange, participants will receive long-term capacity under the
Bonneville Transmission Project and reimbursement of the Up-Front
Payment through future credits over the long-term commitment's
life.

The Debtors estimate that the Up-Front Payment for the Mirant
Interest to participate in the Bonneville Transmission Project
will be $22,000,000 with the 30-year commitment of long-term
transmission service with Bonneville.

Mr. Phelan points out, however, that the benefits to be derived
from participating in the Bonneville Project do not justify the
costs associated with it.  On a present value basis, the cost of
participating in the Bonneville Transmission Project exceeds the
incremental cash flow that may be derived from the additional
access to the grid.  Furthermore, specific access requirements
depend on the particular operation of the plant.  The Debtors
cannot make the necessary commitment before expiration of the Open
Season election period with any reasonable assurance that they
will be able to recoup the costs of the commitment from a future
prospective purchaser who may have differing transmission
requirements.

                        Decision to Sell

The Debtors learned that although the current depressed energy
market in the Pacific Northwest and throughout the United States
would likely recover over the next five to seven years, based upon
current and projected market conditions, the incremental costs to
maintain the Mirant Interest exceed the risk adjusted present
value of the cash flows that would be generated by the Mirant
Interest, as well as the expected market resale value of the
Mirant Interest that might be derived from otherwise delaying the
sale of the Mirant Interest until the time as the energy market
improves.

The potential impact of the Bonneville Transmission Project on the
realizable value of the Mirant Interest is so significant that it
justifies proceeding with the sale of the Mirant Interest at this
time.  Failing to proceed with the sale before the expiration of
the Open Season will severely limit the pool of potential
purchasers interested in acquiring the Mirant Interest and
diminish the value that might otherwise be derived from any future
sale of the Mirant Interest.  Accordingly, after extensive
analysis, the Debtors determined that, provided appropriate
consideration could be obtained, the sale of the Mirant Interest
at this time represents the highest and best use for the Asset.

According to Mr. Phelan, the sale of the Mirant Interest to a
regulated investor-owned utility located in the Pacific Northwest
Region would likely yield the highest price for the Mirant
Interest.  Because the Mirant Interest in Coyote Springs is "pure
merchant" any interested merchant energy investor will be faced
with the same daily and short-term market volatility currently
faced by Mirant Corp. in marketing its share of power in the
Coyote Springs Plant in a region where the expected and historical
load growth is slow and a surplus of electric generation capacity
exists.

Mirant Corp. approached its joint venture party, Avista Corp. as
the logical potential purchaser.  In addition to being an
investor-owned utility, Avista Corp. -- or its subsidiary Avista
Power -- possesses a contractual right of first refusal to
purchase the Mirant Interest, which not only makes Avista Corp. an
ideal stalking horse, but also has a negative impact on the
Debtors' ability to obtain an attractive stalking horse bid.

Furthermore, Avista Corp. would likely be willing to offer a
premium for the assets relative to other potential purchasers, as
Avista Corp. would be requiring sole ownership of the facility as
opposed to a joint ownership interest with a third party.  In
fact, in contrast to selling the asset to a non-Avista purchaser,
Avista regulators at the Public Utility Commission have already
expressed a favorable response to Avista Corp. acquiring the
Mirant Interest.  Selling the Mirant Interest to Avista Corp.
eliminates any uncertainty associated with another prospective
purchaser's ability to obtain Public Utility Commission approval.

                      Avista Sale Agreement

On June 25, 2004, with the Mirant Investment Committee's
permission, Mirant Oregon executed a Letter of Intent with Avista
Corp.  Subsequent extensive negotiations between the parties led
to an Asset Purchase and Sale Agreement, dated October 13, 2004.

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

http://bankrupt.com/misc/Mirant_Coyote_Springs_Plant_Sale_Agreement_part_1_o
f_3.pdf

http://bankrupt.com/misc/Mirant_Coyote_Springs_Plant_Sale_Agreement_part_2_o
f_3.pdf

http://bankrupt.com/misc/Mirant_Coyote_Springs_Plant_Sale_Agreement_part_3_o
f_3.pdf

The principal terms of the Transaction are:

Purchase Price:         $62,500,000

Assets to be Sold:      Mirant Oregon will sell to Avista, its
                        50% undivided interest in the Assets,
                        which includes all the assets, contracts,
                        properties and rights that were
                        distributed by CS2 to Mirant Oregon.

Excluded Assets:        Certain assets included in the
                        Distribution are excluded from the sale,
                        including but not limited to Mirant
                        Oregon's rights, claims and actions as a
                        member of CS2 against:

                        (a) Enron, NEPCO, or their sureties,
                            insurers or guarantors pursuant to
                            the Construction Agreement, which are
                            being pursued and held by CS2; and

                        (b) Alstom USA, Inc., Alstom T&D, Inc.,
                            or their sureties, insurers or
                            guarantors related to the generator
                            step-up transformer, which are being
                            pursued and held by CS2.

Assumed Liabilities:    Avista Corp. will assume:

                        (a) all liabilities arising out of the
                            Mirant Interest or the ownership and
                            operation of the Coyote Springs Plant
                            after the Closing; and

                        (b) any liabilities arising after the
                            Closing pursuant to any contracts
                            assigned to Avista by any of Mirant
                            Oregon's affiliates.

Closing Date
& Termination:          The Closing Date is anticipated to occur
                        within five business days after all
                        required regulatory approvals have been
                        obtained and the other closing conditions
                        have been satisfied.  Avista Corp. is
                        entitled to terminate the Sale Agreement
                        at any time after the later of:

                        (a) December 20, 2004; and

                        (b) the date on which participants are
                            required to make a bid to participate
                            in the Bonneville Transmission
                            Project, unless, before that time the
                            Court approves the Sale.

                        Avista Corp. is unwilling to commit to
                        the Bonneville Transmission Project until
                        after the Sale is approved, but is only
                        willing to proceed with the Transaction
                        if the opportunity to participate in the
                        Bonneville Transmission Project has not
                        expired.

Deposit:                Avista Corp. provided a $5,000,000
                        earnest money deposit.  If Mirant Oregon
                        terminates the Sale Agreement due to a
                        material breach by Avista Corp., Mirant
                        Oregon will be entitled to retain the
                        Deposit.  If Avista Corp. terminates the
                        Sale Agreement in accordance with its
                        terms, Avista Corp. will be entitled to
                        return of the Deposit and, under certain
                        circumstances, reimbursement of expenses.

Contract Assignments:   Mirant Americas Energy Marketing, LP, is
                        required to assign its rights under a
                        Firm Transportation Service Agreement,
                        Contract No. 8217 with National Energy
                        and Gas Transmission, dated January 1,
                        2002.  Under the Service Agreement, MAEM
                        holds title to gas transportation rights
                        on a gas pipeline connected to the Coyote
                        Springs Plant.  The Service Agreement is
                        a "take or pay" contract, meaning that
                        regardless of whether MAEM utilizes the
                        gas transportation capacity contracted
                        for, it is obligated to pay for that
                        capacity.  Thus, upon the sale of the
                        Mirant Interest, the Service Agreement
                        represents a liability to MAEM with
                        little or no corresponding value.

                        MAEM must also assign applications for
                        firm point-to-point transmission service
                        from the Coyote Springs 500kV switchyard
                        to the Vantage 230kV switchyard, filed
                        with the United States Department of
                        Energy, acting by and through Bonneville,
                        on February 26, 2002, Request Nos. 569,
                        570 and 571.  Pursuant to the
                        Applications, MAEM is in queue to
                        purchase firm transmission service
                        between the Coyote Springs Plant and the
                        Vantage Substation in the Mid-Columbia
                        region.  To the extent that the
                        Bonneville Transmission Project is not
                        constructed, Avista Corp. will be able to
                        procure service to its system via the
                        Vantage Substation.

Contract Terminations:  MAEM is required to obtain Court approval
                        to terminate:

                        (a) the Test Energy Agreement with Mirant
                            Oregon, and Avista Corp.;

                        (b) the Administrative Services Agreement
                            with Avista Corp.; and

                        (c) the Coyote Springs 2 Control Areas
                            Service Agreement.

                        The Test Energy Agreement relates to the
                        start-up testing time period during the
                        time the Coyote Springs Plant became
                        commercially inoperable.  Under the Test
                        Energy Agreement, Mirant Oregon releases
                        control of the Mirant Interest to Avista
                        Corp. solely during the start-up testing
                        time period and Avista Corp. schedules
                        the gas for the entire plant and markets
                        the electricity produced.

                        Under the Administrative Service
                        Agreement, MAEM procured administrative,
                        accounting, bill payment, cash management
                        and other similar services from Avista
                        Corp. in its capacity as administrator of
                        the Coyote Springs Plant.

                        Pursuant to the Control Areas Agreement,
                        Avista Corp. provided back up energy
                        supply in the event that MAEM was unable
                        to fulfill its obligations to sell power
                        produced by the Coyote Springs Plant,
                        whether as a result of a mechanical
                        breakdown at the Plant or simply because
                        the Plant failed to produce enough
                        electricity to meet MAEM's committed
                        demands.

                        Because the usefulness of the Terminated
                        Agreements is directly tied to the
                        ownership of the Mirant Interest, and as
                        a result of the intended sale of the
                        Mirant Interest, none of the Terminated
                        Agreements hold any value to MAEM upon
                        the completion of the Sale.

Indemnification:        In the event that either party breaches a
                        representation or warranty contained in
                        the Sale Agreement, the party in breach
                        may be required to indemnify the other
                        party against all liability, loss,
                        damage, or injury and all costs and
                        expenses arising from the breach.
                        Subject to certain exceptions and
                        limitations, the right of
                        indemnification:

                        (a) with respect to breaches of
                            representations or warranties arises
                            only when the aggregate amount of
                            Losses will have exceeded, in the
                            aggregate, $625,000, whereupon the
                            non-breaching party is entitled to
                            indemnification with respect to
                            Losses in excess of $625,000;

                        (b) of Losses is limited to $15,000,000;
                            and

                        (c) of Losses in respect of any breach of
                            a representation or warranty only
                            survives for nine months after the
                            Closing.

                Debtors Will Solicit Other Offers

Although Mirant Oregon is not a debtor and the offer from Avista
Corp. represents the highest and best offer they are likely to
receive for the Mirant Interest, the Debtors negotiated from
Avista Corp. the ability to auction the Mirant Interest to ensure
that they realize the greatest consideration available for the
ultimate benefit of their estates, the creditors and other
interested parties.

The Sale Agreement provides that Avista Corp.'s purchase of the
Mirant Interest will be subject to higher or otherwise better
offers submitted in connection with a competitive auction to be
held no later than December 17, 2004.  The Auction will be
conducted in accordance with proposed bidding procedures.

Avista Corp.'s offer will serve as a stalking horse bid.  If, as a
result of the marketing process, competing bids are submitted, the
Debtors will conduct the Auction and present the Auction results
at the Sale Hearing.

Mirant Oregon and the Debtors will publish a notice of the Auction
in the national edition of The New York Times and other
publications as they determine are appropriate.  The Debtors will
fix the deadline for submitting competing bid.

A full-text copy of the Bidding Procedures is available at no
charge at:


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

                 Bidding Protections for Avista

Avista Corp. has agreed to waive its contractual right of first
refusal in connection with any bid in the auction process in
exchange for standard stalking horse protections.

In the event that the Sale Agreement is terminated by Avista Corp.
before the Closing Date as a result of an uncured breach by Mirant
Oregon or Mirant Oregon accepting a competing bid for the Mirant
Interest, but fails to close on the proposed sale, then Avista
Corp. will be entitled to reimbursement of reasonable and
documented out-of-pocket costs, fees, and other expenses incurred
beginning June 25, 2004, up to a $250,000 maximum aggregate
amount.

In the event that Mirant Oregon accepts a competing bid for the
Mirant Interest by entering into a definitive agreement before
December 1, 2005, and actually completes the sale, then Avista
Corp. will be entitled to both the Expense Reimbursement and a
$1,875,000 break-up fee.

Mr. Phelan points out, the Break-up Fee and Expense Reimbursement,
which are Mirant Oregon's obligations, were material inducements
for, and a condition of, Avista Corp.'s entry into the Sale
Agreement.  The Debtors believe that the Break-up Fee and Expense
Reimbursement are fair and reasonable in view of, among other
things the intensive analysis, due diligence investigation, and
negotiation undertaken by Avista Corp. in connection with the
Sale.  Avista Corp.'s efforts increased the chances that Mirant
Oregon will receive the highest and best offer for the sale of the
Assets, to the ultimate benefit of the Debtors, their estates,
their creditors, and all other parties-in-interest.

The Debtors ask the U.S. Bankruptcy Court for the Northern
District of Texas to approve:

   (a) Mirant Americas' consent to and other corporate
       actions as may be necessary to implement the sale by
       Mirant Oregon of its interest in the Coyote Springs Plant
       to Avista Corp. for $62,500,000;

   (b) the assignment by MAEM of its interests in:

       -- the Firm Transportation Service Agreement; and

       -- the Applications for firm point-to-point transmission
          service; and

   (c) the termination by MAEM of the Test Energy Agreement, the
       Administrative Services Agreement, and the Coyote Springs
       2 Control Areas Service Agreement.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  Mirant Corporation
filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex.
03-46590).  Thomas E. Lauria, Esq., at White & Case LLP, represent
the Debtors in their restructuring efforts.  When the Company
filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts. (Mirant
Bankruptcy News, Issue No. 48; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


MIRANT: Wants Court Nod on Outsourcing Deal with CSC Consulting
---------------------------------------------------------------
Michelle C. Campbell, Esq., at White & Case, LLP, in Miami,
Florida, relates that the employees currently providing specific
information technology services, including the maintenance,
support, development, and enhancement of the Oracle Corporate
Applications software of Mirant Corporation and its debtor-
affiliates, are employed by Mirant Services, LLC.  Mirant Services
has 16 employee positions located at Mirant's headquarters in
Atlanta, Georgia, dedicated to providing the Information
Technology Services.  Mirant Services expends $2,121,840 annually
to perform the Information Technology Services.

                The Corporate Overhead Initiative

After their bankruptcy filing, the Debtors established a cross-
functional team to assess and implement opportunities to
streamline overhead through cost reductions and process
improvement.  As part of this Corporate Overhead Initiative, the
Debtors determined that outsourcing the Information Technology
Services would benefit them.

Outsourcing services like the Information Technology Services
benefits corporations by improving service levels, creating
efficiencies with improved processes, and reducing current
operating costs.  Additionally, outsourcing services reduces the
burden on administrative, human resources, and technology support
services to hire, train and manage staff.

According to Ms. Campbell, the Debtors considered 10 vendors for
outsourcing the Information Technology Services and distributed
three formal requests to a short list of service providers.  The
Debtors assessed each vendor on multiple factors.  In the end, the
Debtors concluded that CSC Consulting, Inc., is most qualified to
provide the Information Technology Services due to its financial
stability, outsourcing market presence, size, price and approach
to the outsourcing agreement proposed by the Debtors.

                   The Outsourcing Agreements

Pursuant to Section 363(b) of the Bankruptcy Code, the Debtors ask
Judge Lynn of the U.S. Bankruptcy Court for the Northern District
of Texas to approve a master service agreement and a statement of
work between Mirant Services and CSC Consulting.

The Master Agreement provides general terms for the Statement of
Work entered, or that will be entered, into by the parties.  At
this time, CSC Consulting and Mirant Services have entered into
one Statement of Work, which provides that CSC Consulting will
perform application maintenance, application support, and
enhancements for the Debtors' Information Technology Services.

Application maintenance includes activities required for
applications break/fix, installation of vendor-supplied fixes,
installation of vendor-supplied patches and preventive
maintenance.  CSC Consulting will also provide installation of
databases, maintenance, backup and recovery, performance
monitoring, and technical advice and support.

Application support includes user support like answering user
questions, data validation, responding to requests or data
corrections, and application performance analysis.

CSC Consulting will hire eight of Mirant Service's existing
employees at comparable compensation levels.  Four of these
employees will be based at the Headquarters and provide
Information Technology Services exclusive to the Debtors.  The
Agreements provide that, for the period of one year, CSC
Consulting may not remove any of these existing employees without
Mirant Services' prior consent.  The other four employees will be
placed in the firm's consulting group providing services to
companies other than the Debtors.  Certain Information Technology
Services, including many of the application support and
maintenance services relating to the Debtors' Oracle Corporate
Applications software, will be provided from CSC Consulting's site
in Noida, India.

Mirant Services will pay a monthly base charge for the application
maintenance services.  Mirant Services will also pay a monthly
base charge for a defined volume of work relating to the
application support services, which will be reduced or increased
accordingly, based on the volume of work provided with respect to
the defined volume of work.  Mirant Services will similarly pay a
monthly base charge for a defined volume of work relating to
enhancements, which may be increased or decreased depending on
actual services provided.  CSC Consulting's charges are based on
the assumption that the services provided will break down as:

   (a) 45% application maintenance;
   (b) 15% application support; and
   (c) 40% enhancements.

Mirant Services will pay CSC Consulting:

Price By   Transition
Service      Year 1   Year 1   Year 2   Year 3   Year 4   Year 5
--------    -------- -------- -------- -------- -------- --------
Application $156,000  $67,104  $60,912  $58,600 $55,450   $52,482
Maintenance

Application      N/A   22,368   20,304   19,533  18,484    17,494
Support

Enhancements     N/A   59,648   54,144   52,089  49,289    46,651
            -------- -------- -------- -------- -------- --------
Total       $156,000 $149,120 $135,360 $130,222 $123,223 $116,627
            ======== ======== ======== ======== ======== ========

CSC Consulting will invoice Mirant Services monthly for the
monthly base charge for the subsequent period.  CSC Consulting and
Mirant Services will reconcile the invoices on a quarterly basis.

The term of the Statement of Work is five years, with provisions
providing for early termination or an extension of the term.  The
Master Agreement will continue in perpetuity unless terminated
pursuant to the Agreements.

Ms. Campbell maintains that the Agreements will result in an
annual average savings of $343,000 to Mirant Services, for a total
savings of $1,715,000 over the course of the five-year contract.

The Debtors believe that outsourcing the Information Technology
Services, as contemplated by the Agreements, is within their
ordinary course of business.  Nevertheless, out of an abundance of
caution and at the request of CSC Consulting, the Debtors seek the
Court's permission to enter into the Agreements, retroactive to
September 20, 2004.

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


MISSION RESOURCES: S&P Affirms Ratings With Stable Outlook
----------------------------------------------------------
Standard & Poor's Rating Services removed Houston, Texas-based
Mission Resources Corp. from CreditWatch with developing
implications, affirmed its existing ratings, and assigned the
company a stable outlook.

As reported in the Troubled Company Reporter on July 23, 2004,
Standard & Poor's placed its 'B-' corporate credit rating and
'CCC' senior unsecured debt rating on independent oil and gas
exploration and production company Mission Resources Corp. on
CreditWatch with developing implications.

The company was placed on CreditWatch following the announcement
that it had retained Petrie Parkman & Co. to assist the company in
evaluating strategic alternatives.  The resolution of the
CreditWatch listing follows Mission's announcement that it had
concluded its strategic review process and had outlined a strategy
for increasing its reserve base through potential acquisitions and
internal exploration prospects.

The stable outlook is predicated on liquidity that is expected to
be adequate in the near term, significantly hedged volumes in 2005
at favorable prices, and the expectation that any sizeable
acquisition would be funded in a balanced (combination of debt and
equity) manner.

As of September 30, 2004, Mission had about $165 million in total
adjusted debt.

The ratings reflect Mission's high debt leverage, a small
geographically concentrated reserve base, a relatively high cost
structure, and participation in the volatile, highly competitive,
and capital-intensive exploration and production sector of the oil
and gas industry.

"The stable outlook on Mission is contingent on the company
maintaining its substantial hedging policy (and consistent
renewing of its hedges at favorable prices)," said Standard &
Poor's credit analyst Jeffrey B. Morrison.  "The outlook also
reflects Standard & Poor's expectation that liquidity in the near
term should be adequate for the rating, and the company's credit
measures should modestly benefit from its somewhat reduced debt
levels and robust hydrocarbon pricing," he continued.
Nevertheless, as Mission is expected to remain acquisitive, any
growth initiative that materially worsens the company's credit
metrics, significantly constrains liquidity, or is not funded in a
balanced manner could result in a ratings downgrade or an outlook
revision.


NERVA LTD: Fitch Places Class A's Junk Ratings on Watch Negative
----------------------------------------------------------------
Fitch Ratings placed theSE class of notes issued by Nerva Ltd., a
collateralized debt obligation synthetically referencing
predominantly asset-backed securities on Rating Watch Negative:

   -- $416,342,004 class A floating-rate notes due 2014 rated
      'CCC'.

The class A notes are currently receiving their coupon; however,
the likelihood of interest shortfall has increased due to the
reduction of the adjusted final exchange amount.  In addition,
Fitch expects impairment to the principal of the notes to occur.

This rating action is a result of additional reference assets
becoming subject to credit events and lowered recovery estimates
on credit event/imminent credit event securities subsequent to
Fitch's rating action in February 2004.

As of the February 2004 rating action, 33.3% of Nerva's reference
portfolio was the subject of credit events per the transaction's
governing documents and a recovery rate of 7.71% was estimated for
these assets.  As of November 10, 2004, 39.55% of the portfolio
had actually been called a credit event, and 36.58% has been
settled as a result.  Since Nerva's close settlements have
resulted in a total loss of approximately $204.77 million and a
realized recovery rate of 6.71%.


NSG HOLDINGS: S&P Assigns B Rating on Loans with Stable Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' bank loan
rating to Houston, Texas-based NSG Holdings II, a portfolio of
U.S. based power assets.  The outlook is stable.

The proposed $160 million senior secured bank facility consists of
a $10 million revolving credit facility due 2009 and a
$150 million term loan facility due 2011.

At the same time, Standard & Poor's assigned a recovery rating of
'2' to the company's proposed credit facilities, indicating the
expectation of a substantial (80%-100%) recovery of principal in
the event of default.

NSG Holdings II is a wholly owned subsidiary of Northern Star
Generation LLC, which is owned equally by AIG Highstar Generation
LLC and a subsidiary of the Ontario Teachers' Pension Plan Board.
AIG Highstar Generation is controlled by AIG Highstar Capital II
L.P., a private equity fund sponsored by AIG Global Investment
Group, which invests in projects and operating companies in the
energy sector.  Northern Star currently owns 15 power plants
located throughout the U.S., with a combined generating capacity
of 1,660 MW.  The NSG Holdings II portfolio has interests in seven
plants totaling 1,580 MW, with a net ownership of 1,042 MW.

"NSG Holdings II's credit quality should not significantly
deteriorate in the short term.  However, there is no room for a
ratings upgrade based on the concentration risk of the portfolio
and its dependence on Reliant Energy Services' creditworthiness,"
said Standard & Poor's credit analyst Jodi Hecht.  Reliant faces a
credit cliff in March 2007 when its $3 billion senior secured term
loan and revolver are due, potentially negatively impacting the
distributions to NSG Holdings II.


OMT INC: Board Approves New Financial Restructuring Plan
--------------------------------------------------------
OMT Inc.'s (TSX Venture:OMT) Board of Directors approved a plan to
raise additional capital to fund the company's growth plans and to
simplify its existing capitalization structure.

Mr. Scott Farr, President and CEO, commented, "This financing will
allow us to underscore our commitment to the radio broadcasting
industry and accelerate the growth of our Intertain digital media
entertainment services."

The key elements of the financing plan include:

   -- up to $4.8 million in new convertible debentures at an 8%
      coupon rate;

   -- redemption of all outstanding preferred shares with a face
      value of $2.0 million;

   -- additional $1.7 million in common stock issued at market for
      preferred share redemption;

   -- retirement of subordinated debt and accrued interest of
      approximately $570,000;

   -- reduction in priority interest return on all financing to 8%
      pre-tax; and

   -- elimination of the potential retraction of preferred shares
      in 2006.

Dr. Jack E. Peterson, Chairman of the Board, stated, "This
financing plan clearly demonstrates a shared belief in the
company's business opportunities and continued support by the
senior investors."

The financing will be undertaken by ENSIS Growth Fund, Inc., ENSIS
Investment Limited Partnership, Renaissance Capital Manitoba
Ventures Fund Limited Partnership, and Wellington West Capital,
Inc.

Wellington, an independent investment dealer with offices located
throughout Canada, will act as the principle agent on a best
efforts basis to privately place a minimum of $1,000,000 to a
maximum of $1,400,000 with accredited investors in such Canadian
jurisdictions as may be determined by OMT and Wellington.  The
private placement will be based on 4 year 8% subordinate
convertible debentures that shall be convertible into common
shares of OMT at a price equal to $0.10 per share for two years,
$0.11 in year three and $0.12 in year four.  Wellington will be
paid a commission of 7% of the gross proceeds and will receive
broker warrants equal to 10% of the gross proceeds of the
Offering.  Each broker warrant will entitle Wellington to purchase
one common share of OMT at a price of $0.10 for a period of two
years from the date of issuance.

In a conditional agreement with OMT, ENSIS will make an investment
in OMT of up to $840,000 (based upon completion of the Maximum
Offering) in subordinate convertible debentures following the same
terms as the private placement.  As part of the agreement, ENSIS
will restructure its existing subordinated loan to OMT (in the
approximate amount of $570,000) into convertible debt on the same
terms.

OMT has also reached a conditional agreement with ENSIS and
Renaissance on the restructuring of the preferred shares of OMT.
These preferred shares were originally issued in August of 2001 in
an aggregate principal amount of $2,000,000 to Renaissance and
ENSIS.  OMT intends to redeem all of its issued and outstanding
preferred shares on the terms provided in its articles.  Following
the redemption of the preferred shares, ENSIS and Renaissance will
re-invest the principal amount of the preferred shares into a
four-year convertible debt under the same terms as the private
placement.  OMT has agreed to issue, at a deemed price of
$0.10 per share, approximately 16,900,000 common shares to
Renaissance and ENSIS to satisfy the 20% annual return required
under redemption.

It is expected that the foregoing transactions will close in early
December 2004, subject to regulatory approval.  The terms of the
transactions are subject to, among other things, the approval of
the TSX Venture Exchange and receipt of certain shareholder
approvals.

OMT, Inc., (TSXV:OMT) is a technology and content delivery
provider in the entertainment and broadcast industry.  Intertain
Media, the digital entertainment division, and iMediaTouch, the
radio broadcast solution group, distribute multi-media content
that is seen and heard by millions of people worldwide every day
through television, radio, satellite, cable and Internet
broadcasts.

At June 30, 2004, OMT Inc.'s balance sheet showed a $2,868,206
stockholders' deficit, compared to a $2,591,936 deficit at
December 31, 2003.


PG&E NATIONAL: USGen Committee Hires Webb Scott as Consultants
--------------------------------------------------------------
The Official Committee of Unsecured Creditors for USGen New
England, Inc., engaged the services of Platts Research and
Consulting on January 14, 2004.

Effective September 1, 2004, the individuals at Platts who had
been providing the specific price curve consulting services to
the USGen Committee left that firm and formed the consulting firm
of Webb, Scott and Quinn, Inc.

The USGen Committee now seeks to terminate the employment of
Platts and to retain Webb, Scott & Quinn, Inc., as its price curve
consultants, effective as of September 1, 2004, pursuant to
Sections 328 and 1103 of the Bankruptcy Code.

Francis P. Dicello, Esq., at Reed Smith LLP, in Washington, D.C.,
tells Judge Mannes of the U.S. Bankruptcy Court for the District
of Maryland that Webb Scott will provide services and seek
compensation pursuant to the terms of the firm's Professional
Services Agreement with USGen's Committee.

Mr. Dicello relates that Webb Scott is a Colorado-based
consulting firm specializing in forecasting demand and prices for
power, gas and coal.  James Letzelter, a partner at Webb Scott,
and his partners, have extensive experience in advising as to
short and long-term business plans that include market forecasts,
environmental concerns, new product research and competitive
analyses.

The firm will provide:

    -- New England power market assessments,
    -- New England power transmission assessments,
    -- New England fuel assessments,
    -- Economic and financial analyses,
    -- Research,
    -- Forecasts, and
    -- Other services, as requested.

Webb Scott will receive professional fees based on the actual
hours incurred each month by its personnel.  Hourly rates, as
adjusted from time to time in accordance with the firm's overall
billing policies and procedures, are presently set at $350 per
hour.  Webb Scott will also be reimbursed for its reasonable and
necessary actual expenses on the same terms as apply to work that
it performs for other, non-bankruptcy clients, subject to the
Court's compensation and reimbursement guidelines.

The Committee believes that the overall compensation structure is
comparable to compensation generally charged by consulting firms
of similar stature to Webb Scott and for comparable arrangements,
both in and out of court.

According to Mr. Dicello, the Services Agreement is terminable,
without cause, upon 30 days' written notice by the Committee or
Webb Scott.  It is also terminable for breach upon 10 days'
written notice of monetary default, or 20 days' written notice of
non-monetary default.  Any termination will not affect the
Committee's liability for payment of fees and expenses accrued
through the date of termination.

Mr. Letzelter assures the Court that neither Webb Scott, nor any
principal, employee or agent of the firm who is anticipated to
provide the services contemplated:

    -- holds or represents any adverse interest in connection with
       USGen's case; or

    -- has any connection with USGen, its significant creditors,
       any other party-in-interest identified to and checked by
       the firm, their attorneys and accountants, the United
       States Trustee or any person employed in the office of the
       United States Trustee, except as disclosed.

                          *     *     *

Judge Mannes promptly approves the USGen Committee's Application.

Headquartered in Bethesda, Maryland, USGen New England, Inc., an
affiliate of PG&E Generating Energy Group, LLC, owns and operates
several electric generating facilities in New England and
purchases and sells electricity and other energy-related products
at wholesale.

The Debtor filed for Chapter 11 protection on July 8, 2003 (Bankr.
D. Md. Case No. 03-30465). John E. Lucian, Esq., Marc E. Richards,
Esq., Edward J. LoBello, Esq., and Craig A. Damast, Esq., at Blank
Rome, LLP, represent the Debtor in their restructuring efforts.
When it sought chapter 11 protection, the Debtor reported assets
amounting to $2,337,446,332 and debts amounting to $1,249,960,731.


PNC MORTGAGE: Fitch Places Low-B Ratings on Five Issue Classes
--------------------------------------------------------------
Fitch has taken rating actions on these PNC Mortgage Securities
Corp. issues:

   * Series 1997-PR1

     -- Classes A and R affirmed at 'AAA';
     -- Classes M and X-1 affirmed at 'AAA';
     -- Classes B-1 and X-2 affirmed at 'AAA';
     -- Classes B-2 and X-3 upgraded to 'AA' from 'A+';
     -- Classes B-3 and X-4 upgraded to 'BBB+' from 'BBB';
     -- Classes B-4 affirmed at 'B'.

   * Series 1999-1 group 1

     -- Classes IA-1, IA-4, IP, and IX affirmed at 'AAA';
     -- Class I-B-1 affirmed at 'AAA';
     -- Class I-B-2 upgraded to 'AAA' from 'AA';
     -- Class I-B-3 upgraded to 'AAA' from 'A+';
     -- Class I-B-4 upgraded to 'A' from 'BBB';
     -- Class I-B-5 upgraded to 'BB-' from 'B'.

   * Series 1999-2 group 2

     -- Classes II-A1, IIX, and IIP affirmed at 'AAA';
     -- Class II-B-1 affirmed at 'AAA';
     -- Class II-B-2 affirmed at 'AAA';
     -- Class II-B-3 upgraded to 'AAA' from 'AA';
     -- Class II-B-4 upgraded to 'AAA' from 'BBB';
     -- Class II-B-5 upgraded to 'AA' from 'B'.

   * Series 1999-2 groups 3, 4, & 5

     -- Classes III-A1, CP, IIIX, and AX affirmed at 'AAA';
     -- Class C-B-1 affirmed at 'AAA';
     -- Class C-B-2 affirmed at 'AAA';
     -- Class C-B-3 upgraded to 'AA' from 'BBB';
     -- Class C-B-4 upgraded to 'BBB' from 'BB';
     -- Class C-B-5 affirmed at 'B-'.

   * Series 1999-2 group 1

     -- Classes IA-4, IA-6, IV-1, IP, VP, IX, VX, and R affirmed
        at 'AAA';

     -- Class C-B-1 affirmed at 'AAA';

     -- Class C-B-2 affirmed at 'AAA';

     -- Class C-B-3 affirmed at 'AAA';

     -- Class C-B-4 upgraded to 'AA' from 'A+';

     -- Class C-B-5 affirmed at 'BB'.

   * Series 1999-2 group 2

     -- Classes IIA-1, IIIA-1, IVA-1, IIX, IIIX, IVX, IIIP, and AP
        affirmed at 'AAA';

     -- Class D-B-1 affirmed at 'AAA';

     -- Class D-B-2 upgraded to 'AAA' from 'AA+';

     -- Class D-B-3 upgraded to 'A' from 'BBB+';

     -- Class D-B-4 affirmed at 'BB';

     -- Class D-B-5 remains at 'CC'.

The affirmations on the classes reflect credit enhancement
consistent with future loss expectations and affect approximately
$128 million of certificates.  The upgrades reflect an increase in
credit enhancement relative to future loss expectations and affect
approximately $35 million of certificates.

The current enhancement levels for series 1997-PR1 classes B-2,
X-3, B-3, and X-4 have increased by more than seven times original
enhancement levels at the closing date (June 30, 1997).  Classes
B-2 and X-3 currently benefit from 14% subordination (originally
1.7%), and classes B-3 and X-4 benefit from 9.32% subordination
(originally 1.2%).  There is currently 6% of the original
collateral remaining in the pool.

The CE levels for series 1999-1 group 1 classes I-B-2 to I-B-5
have increased by more than 15 times original enhancement levels
at the closing date (January 29, 1999).  Class I-B-2 currently
benefits from 21.22% subordination (originally 1.25%); class I-B-3
benefits from 14.28% subordination (originally 0.85%); class I-B-4
benefits from 8.21% subordination (originally 0.5%); and class
I-B-5 benefits from 3.87% subordination (originally 0.25%).  There
is currently 5% of the original collateral remaining in the pool.

The CE levels for series 1999-1 group 2 classes II-B-3 to II-B-5
have increased by more than 15 times original enhancement levels
at the closing date (January 29, 1999).  Class II-B-3 currently
benefits from 11.29% subordination (originally 0.75%); class
II-B-4 benefits from 4.52% subordination (originally 0.3%); and
class II-B-5 benefits from 2.26% subordination (originally 0.15%).
There is currently 4% of the original collateral remaining in the
pool.

The CE levels for series 1999-1 groups 3, 4, and 5 classes C-B-3
and C-B-4 have increased by more than six times the original
enhancement levels at the closing date (Jan. 29, 1999).  Class
C-B-3 currently benefits from 11.97% subordination (originally
1.5%), and class C-B-4 benefits from 5.5% subordination
(originally 0.85%).  There is currently 6% of the original
collateral remaining in the pool.

The CE level for series 1999-2 group 1 class C-B-4 has increased
by more than 11 times the original enhancement level at the
closing date (February 25, 1999).  Class C-B-4 currently benefits
from 4.96% subordination (originally 0.45%).  There is currently
5% of the original collateral remaining in the pool.

The CE levels for series 1999-2 group 2 classes D-B-2 and D-B-3
have increased by more than five times original enhancement levels
at the closing date (February 25, 1999).  Class D-B-2 currently
benefits from 15.59% subordination (originally 2.3%), and class
D-B-3 benefits from 8.08% subordination (originally 1.35%).  There
is currently 10% of the original collateral remaining in the pool.

The mortgage pool consists of prime quality, traditional, and
hybrid fixed-rate mortgage loans, and balloons secured by
residential properties, which have original terms to maturity of
15 or 30 years.

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


POSTER FINANCIAL: S&P Revises Outlook on Ratings to Negative
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on casino
operator Poster Financial Group, Inc., to negative from stable.
At the same time, Standard & Poor's affirmed its ratings on the
Las Vegas, Nevada-headquartered company, including its 'B'
corporate credit rating.

Total debt outstanding at September 30, 2004, was $181 million.

"The outlook revision follows weaker-than-expected third quarter
operating performance due to a low casino hold percentage and
increased expenses associated with marketing, advertising, and
casino promotions," said Standard & Poor's credit analyst Peggy
Hwan.  For the third quarter ended September 30, 2004, Poster
reported an EBITDA loss of $0.3 million compared with positive
EBITDA of $6.7 million in the same prior-year period, resulting in
credit measures that are somewhat weak for the rating.  In
addition, there has been some dialogue about a potential expansion
at the Las Vegas property.

Given relatively weak credit measures, the potential for a
meaningful debt-funded expansion is limited at this rating level.
The sale of the Laughlin property does not meaningfully affect the
company's credit profile given its historically small contribution
to overall cash flow; however, pro forma for the divestiture and
assuming net proceeds are used towards debt reduction, credit
measures are still weak for the rating.  Ratings may be lowered if
financial performance continues to meaningfully deteriorate or if
a significant expansion is announced while credit measures
continue to be weak.


PROSOFTTRAINING: R. Gwin Resigns as CEO But Remains as Chairman
---------------------------------------------------------------
ProsoftTraining (NASDAQ:POSO) said Robert Gwin resigned as
president and chief executive officer, but will remain as chairman
of the board and will act as an adviser to the company.  Benjamin
Fink has been named acting president and CEO.  Mr. Fink has been
with Prosoft since 2001 and has served as chief operating officer
since early 2003.  In addition, the company named Karen Jensen to
the position of vice president of administration, responsible for
the company's legal and human resources functions.  Ms. Jensen has
been with the company since 1987.

"I'm very pleased with the progress we've made in turning the
company around from the difficult position we inherited in early
2003.  We've built a great team of senior leaders across the
company, while enhancing the company's product offerings and
repositioning the strategic focus of our content and certification
businesses," commented Mr. Gwin.  "With the signing of the new
Thomson Course Technology agreements, our recent capital raise to
fund growth, and our success rebuilding a dynamic sales
organization, I'm very enthusiastic about the company's operating
future.  I look forward to continuing to serve the shareholders as
chairman of the board of directors, while ensuring an effective
transition of my current executive responsibilities."

Mr. Gwin continued, "Ben and I have worked together since the
early 1990s and he's been an integral part of the work we've done
over the past two years.  He has tremendous energy and vision, and
I have extreme confidence in his ability to assume responsibility
for day-to-day operations and lead the team to execute upon the
numerous exciting opportunities before the company."

Prior to joining Prosoft, Mr. Fink was co-founder and chief
operating and financial officer of HungryForWords.com, one of
Japan's largest e-mail direct-marketing firms.  Mr. Fink led the
company through four rounds of financing as well as a major
restructuring of the company's balance sheet and operations.
Previously Mr. Fink was a private equity investor for six years,
most recently as an assistant director at PAMA Private Equity, one
of Asia's largest private equity fund managers with over $1
billion under management.  Mr. Fink was integral to the raising
and management of PAMA's $540 million private equity fund, the
largest private equity fund in Asia at that time.  Mr. Fink earned
a bachelor's degree in economics from the Wharton School of the
University of Pennsylvania and is a Chartered Financial Analyst --
CFA.

                      About ProsoftTraining

ProsoftTraining (NASDAQ:POSO) offers content and certifications to
enable individuals to develop and validate critical Information
and Communications Technology workforce skills.  Prosoft is a
leader in the workforce development arena, working with state and
local governments and school districts to provide ICT education
solutions for high school and community college students.  Prosoft
has created and distributes a complete library of classroom and
e-learning courses.  Prosoft distributes its content through its
ComputerPREP division to individuals, schools, colleges,
commercial training centers and corporations worldwide.  Prosoft
owns the CIW job-role certification program for Internet
technologies and the CCNT (Certified in Convergent Network
Technologies) certification, and manages the CTP (Convergence
Technologies Professional) vendor-neutral certification for
telecommunications.  To find out more, visit
http://www.ProsoftTraining.com/http://www.ComputerPREP.com/
http://www.CIWcertified.com/and http://www.CTPcertified.com/

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2004,
Grant Thornton LLP completed its audit of ProsoftTraining's
financial statements for the fiscal year ending July 31, 2004, on
September 24, 2004.  Grant Thornton says that there is substantial
doubt about the Company's ability to continue as a going concern.


RELIANCE GROUP: Creditors Want Solicitation Procedures Approved
---------------------------------------------------------------
The Official Unsecured Creditors' Committee appointed in the
chapter 11 cases of Reliance Group Holdings, Inc., and Reliance
Financial Services Corporation asks the U.S. Bankruptcy Court for
the Southern District of New York to approve procedures to solicit
and tabulate Plan votes.

Arnold Gulkowitz, Esq., at Orrick, Herrington & Sutcliffe, in New
York City, says the proposed Solicitation and Tabulation
Procedures are essentially identical to those approved by the
Court with respect to the Bank Committee's plan of
reorganization.  However, given that the creditors have already
received notice of the Bank Committee' Disclosure Statement and
Plan, plus the PBGC Stipulation, the Creditors Committee's
solicitation period will be truncated.

The Creditors Committee further asks Judge Gonzalez to set the
date the Disclosure Statement is approved as the record date for
the purpose of determining the claimholders entitled to receive
solicitation materials.

The Creditors Committee proposes a 15-day solicitation period to
begin as soon as possible after the Court approves the Disclosure
Statement.  Mr. Gulkowitz reminds Judge Gonzalez that Rule
9006(c) of the Federal Rules of Bankruptcy Procedure permits
shortening the 25-day voting period for cause shown.

The Creditors Committee asks the Court to establish 15 days after
the Confirmation Hearing Notice is mailed as the last date for
filing objections to the confirmation of the Creditors
Committee's Plan.  The Committee wants the Confirmation Hearing
scheduled five days after the Voting Deadline.

There are 15 entities entitled to vote and all interested parties
are intimately familiar with the substance of the Creditors
Committee's Plan, as it is nearly identical to the Bank
Committee's Plan previously circulated and accepted by multiple
impaired classes.  Any further delay in RFSC's case, with a
corresponding delay in Reliance Group Holdings' case, will be to
the severe detriment of the unsecured creditors.

The Creditors Committee will solicit votes on the Plan
immediately upon approval of the disclosure Statement and will
seek confirmation of the Plan once voting is concluded.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation. Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania. (Reliance Bankruptcy News,
Issue No. 63; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ROGERS COMMS: Launches Exchange Offer for Publicly Held Shares
--------------------------------------------------------------
Rogers Communications, Inc., proposes to launch an exchange offer
for all of the outstanding Rogers Wireless Communications, Inc.
Class B Restricted Voting shares owned by the public with the
consideration being 1.75 RCI Class B Non-Voting shares for each
RWCI Class B share held.  RCI currently owns 100% of the RWCI
Class A Multiple Voting shares and approximately 81% of the RWCI
Class B shares, representing an approximate 89% equity interest
and an approximate 98% voting interest in RWCI.

Based on the November 10 closing prices of the RWCI Class B shares
and the RCI Class B shares on the Toronto Stock Exchange, the
proposed exchange offer for the RWCI Class B shares represents an
implied price per share of C$50.23 and a premium of 16%.  This
implied price represents a 38% premium to the price paid to AT&T
Wireless, Inc., in October 2004 for their 34% interest in RWCI.
The consideration being offered by RCI to RWCI shareholders under
the proposed offer falls above the mid-point of the preliminary
range of fair values indicated under the independent valuation.

"We believe that this proposal represents an excellent opportunity
for both the shareholders of Rogers Wireless and Rogers
Communications," said Ted Rogers, President and Chief Executive
Officer of Rogers Communications, Inc.  "Rogers Wireless
shareholders will receive a generous premium for their shares,
will benefit from the greater liquidity of the Rogers
Communications shares, and will continue to own equity in a
company with significant Canadian wireless assets, while all
Rogers Communications' shareholders will benefit from the
simplified corporate structure that will result from full
ownership of its three primary operating companies assuming a
successful completion of the offer."

At RCI's request, the Board of Directors of RWCI established an
independent committee to supervise preparation of a formal
independent valuation of the RWCI Class B shares in accordance
with Canadian securities laws.  The independent committee retained
BMO Nesbitt Burns, Inc., to prepare that valuation.  The valuation
is being prepared on an en bloc basis, with no downward adjustment
for liquidity, lack of control or the effect of the exchange
offer, in accordance with the relevant Ontario and Quebec
securities laws and the RWCI Minority Shareholder Protection
Agreement.  The RWCI board of directors and RCI have been advised
that the preliminary indicated fair market value of the RWCI Class
B shares determined pursuant to that valuation is in the range of
$46 to $54 per share.  RCI has requested that the independent
committee complete its supervision of the formal independent
valuation and report to the Board of Directors of RWCI with its
recommendation in respect of the proposed offer.

RCI's offer is being finalized and awaits completion of the formal
valuation and the final report of the independent committee.

Completion of the proposed offer will be subject to customary
conditions including the absence of any material adverse change in
RWCI and the absence of material disruption in financial markets.
Further details of the offer will be contained in the take-over
bid circular to be mailed to shareholders in connection with the
offer. Subject to receipt of necessary regulatory approvals, it is
anticipated that the offer will be mailed to RWCI shareholders and
that required regulatory filings in Canada and the U.S. will be
made within approximately ten days.

RCI intends to take up and pay for any and all of the publicly
held shares that are tendered to the offer regardless of the
actual number of shares tendered. If a sufficient number of shares
are acquired under the offer, it is RCI's current intention that
it would acquire the remaining publicly held RWCI shares pursuant
to a subsequent going private transaction.

The exchange offer is not being, and will not be, made in any
jurisdiction where not permitted by law.  RCI and RWCI urge U.S.
holders of RWCI Class B shares to read the Registration Statement
on Form F-10 related to the exchange offer, as well as other
documents that will be filed with the SEC, as these documents will
contain important information to assist shareholders in making an
informed investment decision.

In connection with the exchange offer, RCI will be filing
materials on SEDAR and in the U.S. with the SEC.  Investors are
urged to read these materials because they will contain important
information.  Investors may obtain a free copy of these materials
when they become available, as well as other materials filed on
SEDAR and with the SEC concerning RCI at http://www.sedar.com/and
http://www.sec.gov/

                        About the Company

Rogers Wireless Communications, Inc., (TSX: RCM; NYSE: RCN)
operates Canada's largest integrated wireless voice and data
network, providing advanced voice and wireless data solutions to
customers from coast to coast on its GSM/GPRS network, the world
standard for wireless communications technology.  The company has
over 5.5 million customers, and has offices in Canadian cities
across the country.  Rogers Wireless Communications, Inc., is
approximately 89% owned by Rogers Communications Inc.

Rogers Communications, Inc., (TSX: RCI; NYSE: RG) is a diversified
Canadian communications and media company.  It is engaged in cable
television, high-speed Internet access and video retailing through
Canada's largest cable television provider, Rogers Cable, Inc.; in
wireless voice and data communications services through Canada's
leading national GSM/GPRS cellular provider, Rogers Wireless
Communications, Inc.; and in radio, television broadcasting,
televised shopping and publishing businesses through Rogers Media,
Inc.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2004,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on Rogers Communications, Inc. -- RCI, Rogers Cable
Inc., and Rogers Wireless Inc. -- RWI -- to 'BB' from 'BB+'
following RWI's successful tender for various equity securities of
Microcell Telecommunications, Inc.  Given the success of the
offer, and lack of any other material conditions RWI is expected
to complete the acquisition of Microcell in the near term.  The
outlook is currently stable.


ROGERS: Moody's Takes Various Rating Actions After Acquisition
--------------------------------------------------------------
Moody's Investors Service:

   (1) confirmed:

       (a) the Ba3 Senior Implied rating of Rogers Communications,
           Inc.,

       (b) the existing ratings of Rogers Wireless, Inc.,

   (2) lowered the debt ratings of:

       (a) Rogers Cable, Inc., and,

       (b) Rogers Communications,

   (3) assigned:

       (a) a Ba3 Senior Secured rating to Wireless' proposed debt
           issue,

       (b) a B2 Senior Subordinated rating to Wireless' proposed
           debt issue,

       (c) a Ba3 Senior Secured Second Priority rating to Cable's
           proposed C$500 million debt issue,

       (d) a Speculative Grade Liquidity rating of SGL-2, and

   (4) withdrew Wireless':

       (a) Senior Implied, and

       (b) Issuer ratings.

The outlook is stable.

This concludes the review of the Rogers group triggered by Rogers
Communications' acquisitions of the rest of Wireless not already
owned and of Microcell Telecommunications, Inc., partially
financed with the new debt issues totalling C$2.8 billion at
Wireless.  The ratings are prospective for the closing of the debt
issues as presented to Moody's and the successful completion of an
offer to exchange the remaining public shares of Rogers Wireless
Communications, Inc., for shares of Rogers Communications.

The lowering of the Cable ratings reflects Moody's view that funds
are now able to flow freely amongst all of the Rogers companies.
Cable has been and in Moody's opinion, may again be used to
support other members of the group, especially because it will
possess most of the available liquidity of the group.  The Rogers
Communications senior unsecured and issuer ratings have been
lowered to reflect the additional debt burden and structure of the
debt issues at the operating subsidiaries.

The Senior Implied rating primarily reflects Rogers
Communications' high-consolidated lease-adjusted debt of
C$10 billion and a continuing cash drain expected in 2005 before
modest cash generation commences in 2006, as well as recognising
the company's strong market positions, formidable competition and
the challenges and opportunities of integrating Microcell and
launching a cable telephony product.

The Senior Implied rating has been confirmed because Moody's now
evaluates Rogers Communications on a consolidated basis including
Wireless (which was previously considered an investment with no
cash flow to Rogers Communications) and the addition of
C$3.3 billion of new debt to partially pay for the acquisitions is
balanced with Rogers Communications' full access to Wireless'
substantial cash flow generation capability.

Moody's believes that Cable's business prospects are largely
unchanged by the acquisition of all of Wireless and Microcell.
Moody's expects the company to incur a cash drain in 2005 as it
launches the cable telephony product before potentially breaking
even (cash from operations less capital expenditures and
dividends) in 2006.  Even though Cable's continuing cash drain is
a concern, Moody's believes that the telephony product is
strategically appropriate, and expects results to improve
significantly starting in 2007.

Moody's believes that Wireless' acquisition of Microcell may
benefit the company because of an increase in scale efficiencies,
lower capital expenditures due to the acquisition of Microcell's
spectrum and cell sites, lower taxes due to Microcell's tax loss
carryforwards, and the elimination of a price-disruptive
competitor.  Moody's, however, remains concerned with the risks of
integrating Microcell while also maintaining its separate brand
identity and possibly its low-price market strategy (including
CityFido).  At the same, Moody's expects TELUS Mobility and Bell
Mobility (and affiliates), both financially stronger than Rogers
Communications, to target Microcell customers with very aggressive
offers and some attrition of the Microcell customer base to occur
as a result.

Ratings affected by this action:

   * Rogers Communications Inc.

     -- Senior Implied, rated Ba3 (confirmed)
     -- Issuer, rated B3 (lowered from B2)
     -- Speculative Grade Liquidity Rating, rated SGL-2 (assigned)
     -- Senior Unsecured, rated B3 (lowered from B2):

          (i) Convertible Debentures
         (ii) 5.75% due November 2005 US$225 million Senior Notes
        (iii) 10.5% due February 2006 C$ 75 million

   * Rogers Cable Inc.

     -- Senior Secured, rated Ba3 (lowered from Ba2 and assigned):

          (i) Senior Secured Second Priority Notes and Debentures:

              (a) 10.0% due March 2005 US$292 million
              (b) 7.60% due February 2007 C$450 million
              (c) 7.875% due May 2012 US$350 million
              (d) 6.25% due June 2013 US$350 million

         (ii) Proposed Issue due Nov 2011 C$TBA million
        (iii) 5.50% due March 2014 US$350 million
         (iv) Proposed Issue due Nov 2014 US$TBA million:
          (v) 8.75% due May 2032 US$200 million

     -- Senior Subordinated, rated B2 (lowered from Ba3):

          (i) Senior Subordinated Guaranteed Debentures
              (a) 11% due December 2015 US$114 million

   * Rogers Wireless Inc.

     -- Senior Implied, withdrawn
     -- Issuer, withdrawn
     -- Senior Secured, rated Ba3 (confirmed and assigned):

          (i) Senior Secured Notes

              (a) 10.5% due June 2006 C$160 million
              (b) Proposed FRN due Nov 2010 US$TBA million
              (c) 9.625% due May 2011 US$490 million

         (ii) Proposed Issue due Nov 2011 C$TBA million
        (iii) Proposed Issue due Nov 2012 US$TBA million
         (iv) 6.375% due February 2014 US$750 million
          (v) Proposed Issue due Nov 2014 US$TBA million
         (vi) 9.75% due June 2016 US$155 million

     -- Senior Subordinated, rated B2 (assigned):

          (i) Proposed Issue due Nov 2012 US$TBA million

The stable outlook reflects Moody's expectation that Wireless will
continue to produce significant cash flow in a protected,
profit-oriented, three-player market, and that Cable has the
potential to improve its market position and produce cash flow
once its telephony product launch proves successful.  The Senior
Implied rating might be upgraded if Rogers Communications is able
to produce sustainable cash flow of approximately 10% of
consolidated net debt, likely due to the successful integration of
Microcell and the successful launch of cable telephony.  The
Senior Implied rating might be downgraded if Rogers Communications
is unable to produce sustainable free cash flow, likely due to
problems with its telephony product profitability, increased
competition in the wireless business, or a debt-financed
acquisition.

Wireless' Senior Secured and Cable's Senior Secured 2nd Priority
ratings have been notched at the same level as the group's Senior
Implied rating as Moody's believes that funds can flow relatively
freely amongst the Rogers Communications companies, and Moody's
expects that EBITDA-based leverage and coverage metrics for these
two operating companies and the consolidated total will be very
similar by 2006.  These two rating categories will approximate
80% of consolidated adjusted net debt.  Moody's notes that Cable's
rated debt is subordinated to up to C$600 million of first lien
debt under its bank facility.  The Senior Subordinated debt of
Cable has been notched two levels below the Senior Implied rating
to reflect contractual subordination, which becomes more
significant as Cable's senior secured rating has been lowered to
Ba3.  The Senior Subordinated debt of Wireless has also been
similarly notched two levels below the Senior Implied rating. The
Senior Unsecured and Issuer ratings of Rogers Communications
itself are structurally subordinate to all classes of operating
company debt and payables, and have been notched three levels
below the Senior Implied to reflect the sizable amount of superior
claims.  The Senior Implied and Issuer ratings of Wireless have
been withdrawn because the company is now essentially fully owned
by Rogers Communications.

Moody's believes that funds can flow relatively freely amongst the
Rogers Communications companies, as restricted payment basket
clauses and bank covenants provide significant headroom to do so,
and liquidity exists within the group (primarily at Cable) that
may be moved around as needed.  In fact, temporary financing for
the Wireless acquisitions utilized funding capacity at all four
Rogers companies.  This group fungibility serves to narrow the
potential range of notching of the individual ratings.

The SGL-2 liquidity rating reflects Moody's view that Rogers
Communications has good consolidated liquidity, characterized by
adequate coverage of maturing debt and the cash drain expected in
2005 from cash on hand, augmented by excellent committed bank
availability largely unrestricted by covenants, and the potential
to sell Media if alternate liquidity was required in unexpected
circumstances.

Rogers Communications, Inc., is a holding company that owns Rogers
Cable, Inc., Canada's largest cable company, and will shortly own
all of Rogers Wireless Communications, Inc., which in turn wholly
owns Rogers Wireless, Inc., Canada's largest wireless operator,
and Rogers Media, Inc., which publishes magazines and operates
radio and TV stations.  All companies are based in Toronto,
Ontario, Canada.


ROGERS WIRELESS: Fitch Rates Planned Sr. Sec. & Sub. Notes Low-B
----------------------------------------------------------------
Fitch Ratings downgraded Rogers Wireless, Inc., senior secured
debt rating to 'BB+' from 'BBB-'.  Additionally, Fitch has
assigned a 'BB+' rating to Rogers Wireless' proposed senior
secured notes offering and a 'BB-' rating to the proposed senior
subordinated note offering.  Proceeds from the offering will be
used to provide long-term financing at Rogers Wireless following
the recent transactions with AT&T Wireless and Microcell
Telecommunications.  Initially, the transactions had principally
been funded by the parent, Rogers Communications, Inc.  The Rating
Outlook is Stable.

The rating downgrade primarily reflects the substantial increase
in financial risk at Rogers Wireless due to the significantly
higher debt levels at the company following the C$1.6 billion
acquisition of Microcell and the C$1.767 billion acquisition of
AT&T Wireless' stake in Rogers Wireless.  Leverage is expected to
increase to approximately 5.5 times (x) by the end of 2005,
compared with 2.3x at the end of the third quarter of 2004.  This
rating action also acknowledges the negative near-term impact
these transactions will have on free cash flow and liquidity of
Rogers Wireless.

However, Fitch expects rapid improvement in Rogers Wireless credit
profile in 2006 through debt reduction and cash flow growth.
Expectations are for increased free cash flow generation due to
the decline of one-time costs associated with the Microcell
network conversion, a reduction in capital spending requirements,
and the increase in net additions driving profitable revenue
growth.  By the end of 2006, Fitch expects debt-to-EBITDA to be
3.5x or less.

In addition, further rating support is derived from wireless
industry fundamentals, which should enable Rogers Wireless to
continue solid top line growth and margin expansion over the
medium term.  During the first three quarters of 2004, total
revenue and EBITDA growth increased 17% and 30%, respectively, for
the national operators.  Industry growth was driven by a material
increase in ARPU (5%) and a solid increase in net additions (20%)
from one year ago.  Industry churn continued to be low at 1.7%,
particularly when compared with U.S operators at 2.3%.
Consequently, EBITDA margins increased to 39% for the first three
quarters of 2004, a 400 basis point improvement from one year ago.
With relatively low industry penetration rates (Canada lags the
U.S by approximately 10%), Fitch believes good opportunities exist
for the three national operators to acquire their fair share of
subscribers leading to healthy revenue and cash flow growth
prospects.

With the Competition Bureau approving the proposed acquisition of
Microcell by Rogers Wireless, the transaction offers Rogers
Wireless several important longer term strategic benefits,
including the increased scale of operations as the only global
system for mobile communications operator in Canada, 30 MHz of
additional nationwide spectrum, improved share in certain regions
and market segments, and the opportunity to utilize Microcell tax
losses.  Fitch expects network integration should be materially
complete by the end of 2005.

The initial financing for the acquisition of AT&T Wireless' stake
in Rogers Wireless included a C$1.75 billion secured bridge
financing at Rogers Communications, Inc.  To finance the Microcell
transaction, Rogers Wireless used a significant drawdown on the
company's C$700 million secured bank credit facility, intercompany
subordinated debt and cash. Proceeds from the proposed debt
issuance will be used to refinance all of the transactional
related debt at Rogers Wireless.  For Rogers Wireless to
distribute the C$1.75 billion resulting from the AT&T Wireless
transaction back to Rogers Communications, the company could
utilize a couple of different methods, including a dividend
distribution or an issuer bid.

To ensure enough cushion under its bank and public debt covenants,
Rogers Wireless will issue a mix of secured and subordinated debt
securities.  Additionally, Rogers Wireless had negotiated changes
to the covenants in the secured bank credit facility.  Rogers
Wireless' senior debt to cash flow ratio increased from 4.5x to
5.5x, as well as total debt to cash flow, from 5.5x to 6.5x.
Rogers Wireless and its bank lenders also amended a two-year
extension to the maturity date and the reduction schedule so that
the bank credit facility now reduces by $140 million on each of
April 30, 2008 and April 30, 2009 with the maturity date of
April 30, 2010.

On November 11, 2004, Rogers Wireless disclosed that it will
launch a tender offer for all of the outstanding Rogers Wireless
Communications, Inc., class B restricted voting shares owned by
the public in exchange for 1.75 Rogers Communications, Inc., class
B nonvoting shares for each RWCI class B share held.  The shares
held by the public represent approximately 11% of RWCI's equity
interest. Fitch believes this is a modest long-term positive for
Rogers Wireless, given that it will be done with equity and
removes the risk that the public stake outstanding would have been
repurchased through the use of debt or free cash flows.


RURAL CELLULAR: Sept. 30 Balance Sheet Upside-Down by $537.2 Mil.
-----------------------------------------------------------------
Rural Cellular Corporation (NASDAQ:RCCC) reported third quarter
2004 net income and significant roaming agreement with Cingular.

Third Quarter 2004 Financial Highlights:

   -- Total revenue was $132.4 million.

   -- Net income increased to $2.2 million.

   -- EBITDA was $59.6 million. (see reconciliation of non-GAAP
      financial measures to comparable GAAP financial measures)

   -- Capital expenditures were $25.0 million.

At September 30, 2004, Rural Cellular's balance sheet showed a
$537,248,000 stockholders' deficit, compared to a $526,830,000
deficit at December 31, 2003.

Richard P. Ekstrand, President and Chief Executive Officer,
commented: "This quarter's overall financial performance reflects
the initial results of our investment in next generation
technology and the property swap with AT&T Wireless and is in line
with our previous guidance.  We are also very pleased with the
recent amendment of our roaming agreement with Cingular and look
forward to the mutual benefits our two companies will share.  For
RCC, these benefits include a stabilized roaming relationship for
the future, and a more robust network leading to an expanded
footprint and additional services for our customers."

                 Roaming Agreement with Cingular

On November 11, 2004, RCC and Cingular amended an existing roaming
agreement, which extends the Company's existing agreement with
Cingular through December 2009 and replaces agreements with AT&T
Wireless.

Key components to the agreement include:

   -- Outcollect and incollect rates company wide, including data
      roaming,

   -- Incentive for RCC to overlay GSM technology in its Alabama,
      Kansas, and Mississippi markets,

   -- Expanded network interoperability,

   -- Deployment of EDGE technology, and

   -- Coordination of future technology transitions.

                  Revenue and Customer Growth
                        Service Revenue

Service revenue growth for the three months ended Sept. 30, 2004,
reflects Universal Service Fund support subsidies increasing to
$7.6 million as compared to $2.2 million for the three months
ended September 30, 2003.  Service revenue increased 4.9% even
with a net customer decrease resulting from the AT&T Wireless
property swap completed on March 1, 2004.  For the three months
ended September 30, 2004, LSR increased to $48 as compared to
$45 for the three months ended September 30, 2003.

                           Customers

During the three months ended September 30, 2004, postpaid
retention was 97.8% as compared to 97.9% in the three months ended
September 30, 2003.  Total customers declined by approximately
1,900 in the three months ended September 30, 2004 as compared to
an increase of approximately 1,500 in the three months ended
September 30, 2003.

                   Outcollect Roaming Revenue

The decrease in roaming revenue from last year primarily reflects
the effect of the transfer of the Company's Northwest Region
Oregon 4 service area to AT&T Wireless together with a decline in
outcollect yield for the three months ended September 30, 2004 to
$0.16 per minute as compared to $0.21 per minute in 2003.

                        Operating Costs
                         Network Costs

RCC's network cost increased 12.8% to $27.8 million for the
quarter, reflecting additional costs of next generation networks,
additional costs resulting from the AT&T Wireless property
exchange, and an 8.9% increase in incollect cost to $12.3 million.

              Selling, General and Administrative

During the three months ended September 30, 2004, SG&A increased
4.6% to $35.0 million as compared to the three months ended
September 30, 2003, primarily reflecting increased costs related
to the market launch of next-generation technology products and
costs relating to brand name change activities.  Regulatory
pass-through fees for the three months ended September 30, 2004
and 2003 were $3.4 million and $3.1 million, respectively.

                        Interest Expense

Interest expense for the three months ended September 30, 2004,
decreased 22.2% to $35.1 million as compared to $45.2 million in
the three months ended September 30, 2003.  This decrease
primarily reflects the $7.3 million gain on redemption of
22,750 shares of senior exchangeable preferred stock during the
three months ended September 30, 2004.  RCC did not repurchase
senior exchangeable preferred stock during the three months ended
September 30, 2003.

         Capital Expenditures and Network Construction

Capital expenditures for the three months ended September 30, 2004
were approximately $25.0 million compared to approximately
$12.9 million for the three months ended September 30, 2003,
reflecting the continued expansion of RCC's existing wireless
coverage and the implementation of CDMA and GSM/GPRS network
overlays and upgrades in its Northwest, Midwest and Northeast
markets.

RCC anticipates incurring substantial expenditures in connection
with the continued implementation of CDMA/1XRTT and GSM/GPRS/EDGE
network overlays and upgrades, which now include its Alabama,
Mississippi and Kansas markets.

The Company expects approximately $100 million in capital
expenditures for 2004 and similar capital spending levels for
2005.

                        About the Company

Rural Cellular Corporation, based in Alexandria, Minnesota,
provides wireless communication services to Midwest, Northeast,
South and Northwest markets located in 14 states.


SCHLOTZSKY'S INC: Second Quarter Net Loss Widens to $86.8 Million
-----------------------------------------------------------------
Schlotzsky's, Inc., (OTC: BUNZQ) reported second quarter results
for 2004 that reflected the effects of the reorganization efforts
on the Company.  The Company reported a net loss of $86.8 million,
compared to the second quarter of 2003, when the net loss was
$2,267,000.  Approximately $77 million of this loss was due to
impairment of franchising assets and restaurants.

For the quarter ended June 30, 2004, the Company reported revenue
of $12,697,000 compared to $14,262,000 during the same period in
2003.

Company-operated restaurant sales decreased 4.2 percent to
$7,668,000 from the same period in 2003, while restaurant
operating expenses decreased 12.3 percent to $7,012,000.
Operating income (before depreciation and amortization) for the
Company-operated restaurants group showed a $651,000 improvement
from the comparable period in 2003.

The majority of the Company's losses can be attributed to three
primary factors:

   -- Impairment of franchising assets:  The Company recognized
      an impairment of $59.9 million for the quarter ending
      June 30, 2004 related to its franchising segment.  This
      impairment reflects a $55.5 million charge due to the
      planned termination of the Company's area developer program.
      From 1996 to 2004, the Company had spent more than
      $60 million dollars to induce area developers to modify or
      terminate their developer agreements, and the Company now
      plans to terminate the entire area developer program through
      the bankruptcy process.

   -- Restaurant Impairment: For the quarter ending June 30, 2004,
      the Company determined restaurant assets based on their sale
      value, resulting in an impairment charge of $17.4 million.
      This expense was triggered by the planned closing of certain
      restaurants, termination of restaurant leases at locations
      where the Company had made substantial investments in
      improvements, and the expected fair value of the restaurants
      that the Company expects to sell.

   -- General and Administrative:  G&A expenses increased
      $5.4 million from the period ending June 30, 2003 primarily
      due to charges of $3.2 million related to the termination of
      executive employment contracts, accrued guarantee costs of
      $2.1 million recognized in the second quarter of 2004, and
      an increase in bad debt expense of $1.4 million.  These
      charges were partially offset by savings due to overhead and
      salary expense reductions implemented in the second half of
      2003.

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


SIX FLAGS: S&P Slices Rating to B- & Says Outlook is Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on theme
park operator Six Flags, Inc., including its corporate credit
rating, which was lowered to 'B-' from 'B'.  The rating outlook
was revised from stable to negative.  The Oklahoma City,
Oklahoma-based company's total debt and preferred stock as of
September 30, 2004, was $2.4 billion.

"The downgrade is based on Six Flags' weaker-than-expected
operating outlook for the full year 2004 and its higher debt
leverage," said Standard & Poor's credit analyst Hal F. Diamond.

The company has twice revised downward its EBITDA guidance for the
full year 2004.  Six Flags now expects a 14% decline in EBITDA in
2004 as a result of lower attendance and higher operating
expenses.  Attendance was down 4.5% in the first nine months of
2004 despite increased advertising expenditures, reflecting the
absence of major new rides and attractions and a challenging
target audience that is still weighted toward teens.  In addition,
despite lower capital spending, discretionary cash flow will be
negative in 2004 because of reduced profitability and the
company's heavy interest expense and preferred dividend burden.
The rating also considers the company's critical mass as a
regional theme park operator and its degree of geographic and cash
flow diversity.  Six Flags' parks are generally the largest and
most extensive in their regions and benefit from significant
barriers to entry.  Most of the parks face limited direct
competition, the only exception being in the intensely competitive
market of Los Angeles, where Six Flags competes against The Walt
Disney Co., Universal Studios, and others.  However, theme parks
have significant fixed costs, with profitability highly sensitive
to attendance levels.

The stable outlook incorporates the expectation that Six Flags'
EBITDA and debt leverage will improve modestly in 2005. Any
shortfall from these expectations, or a narrowing margin of
covenant compliance, could lead to a revision in the outlook to
negative or to a rating downgrade.


SPIEGEL INC: Wants to Open More Eddie Bauer Retail Stores
---------------------------------------------------------
Eddie Bauer, Inc.'s retail and outlet store sales comprise one of
the channels of its tri-channel business.  Catalog and e-commerce
sales comprise the remaining two channels.  Eddie Bauer's core
retail stores are generally located in upscale regional malls or
in high traffic metropolitan areas.  Eddie Bauer also maintains
and opens stores in certain smaller markets where it believes a
concentration of its target customers exists.  Eddie Bauer outlet
stores are located predominately in outlet malls and value strip
centers and generally in areas not serviced by its core specialty
retail stores.  Eddie Bauer's outlet store strategy includes the
liquidation of excess inventory while also offering products made
exclusively for the outlet stores.  Eddie Bauer's ability to open
and operate new stores is an integral component in the proper
functioning of its normal business operations and is critical to
its profitability and success.

                The 2004 Eddie Bauer Store Openings

In November 2003, Spiegel, Inc., and its debtor-affiliates were
authorized to open seven new Eddie Bauer stores in specific
locations, and up to 10 new Eddie Bauer stores in unspecified
locations.  The Debtors proposed to have term sheets for any
Unspecified Stores by November 30, 2004.  In accordance with the
terms of the 2004 Store Opening Order, the Debtors have opened six
of the seven authorized 2004 Specified Stores -- the lease for the
seventh 2004 Specified Store has yet to be negotiated -- and have
negotiated term sheets for all 10 authorized 2004 Unspecified
Stores.

         The Proposed 2005 New Eddie Bauer Store Openings

The Debtors intend to open up to 15 additional new Eddie Bauer
stores in 2005, one or more of which will be in Canada.  The
Debtors anticipate entering into term sheets and negotiating
leases for the 2005 New Stores beginning December 1, 2004, and
throughout 2005.  The 2005 New Stores will be opened throughout
2005.

The Debtors propose that the opening of any 2005 New Stores be
subject to these notice procedures, which are substantially
similar to the notice procedures established by the 2004 Store
Opening Order:

   (a) DIP Lender Approval

       In accordance with the terms of their postpetition
       financing facility, Eddie Bauer will provide the required
       30-day advance notice to the agent for the DIP Lenders,
       for each 2005 New Store.

   (b) Committee Approval

       For each 2005 New Store, in advance of entering into a
       lease, the Debtors will give notice of the salient terms
       of the proposed lease to:

       * counsel to the Official Committee of Unsecured Creditors

               Chadbourne & Parke, LLP
               Attn: David M. LeMay, Esq.
                     Douglas Deutsch, Esq.
               30 Rockefeller Plaza,
               New York, New York 10112
               Telephone: (212) 408-5100
               Fax: (212) 541-5369; and

       * the financial advisors to the Creditors Committee

               Capstone Corporate Recovery, LLC
               Attn: Andrew Cowie
                     Jay Borow
               Park 80 West Plaza II, Suite 200,
               Saddle Brook, New Jersey 07663
               Telephone: (201) 291-2880
               Fax: (201) 291-2881.

       The Creditors Committee will have two days after its
       counsel receives notice to serve an objection or request
       for additional  time to evaluate the proposed transaction,
       in writing to:

               Shearman & Sterling, LLP
               Attn: Andrew V. Tenzer, Jr., Esq.
                     Ned S. Schodek, Esq.
               599 Lexington Avenue,
               New York, New York 10022
               Telephone: (212) 848-4000
               Fax: (646) 848-7052

       If no objection or request for additional time is timely
       received by Shearman & Sterling, the Debtors will be
       authorized to enter into the proposed lease and to open
       the proposed 2005 New Store.

       If the Creditors Committee provides a timely written
       request to Shearman & Sterling for additional time to
       evaluate the Proposed transaction, the Creditors Committee
       will have an additional three days to object to the
       proposed transaction without the need to obtain consent
       for extension.  If the Creditors Committee objects to the
       proposed transaction, the Debtors and the Committee will
       use good-faith efforts to resolve the objection.

       If the Debtors and the Creditors Committee are unable to
       reach a consensual resolution, the Debtors will seek the
       Court's approval to open the contested 2005 New Store upon
       notice and hearing.

Although they believe that the opening of the New 2005 Stores
falls within the ordinary course of their businesses, the
Debtors, in an abundance of caution and in the interest of full
disclosure, seek the U.S. Bankruptcy Court for the Southern
District of New York's authority to open and take all action
necessary to open the New 2005 Stores in accordance with
the Notice Procedures.

Opening additional new stores will allow the Debtors the
flexibility to pursue the opening of profitable new Eddie Bauer
stores on short notice and as opportunities arise.

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. 34;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


STELCO INC: Steelworkers Endorse 7 Principles for Restructuring
---------------------------------------------------------------
Leaders of United Steelworkers in Canada contend that Stelco,
Inc., must be restructured as one company, not sold off in parts.

At a meeting of all Stelco steelworkers, a set of seven principles
were endorsed, which the Union will use to evaluate any plan to
restructure Stelco.

In addition to the commitment to restructure Stelco as one
company, the Union's principles include that:

   -- Restructuring must be accomplished without concessions from
      union members or retirees;

   -- There must be a plan to secure the pension benefits of union
      members and retirees;

   -- The company must commit to substantial reinvestment into the
      businesses and to continue to operate its facilities;

   -- The company must be financially structured in such a way
      that it is viable for the long term;

   -- The company must have a business plan that allows it to be
      successful and a management capable of carrying it out; and

   -- The company must commit to work with the union and its
      members in a constructive and respectful manner.

"We want to make it clear to Stelco and any potential purchaser
that restructuring and a sale cannot be accomplished without the
union's involvement based on these principles," said Steelworkers'
National Director Ken Neumann.

Ontario/Atlantic Director Wayne Fraser added: "It is high time
that there is an open and transparent process for the
restructuring of Stelco, one that puts all parties on an equal
playing field.

Mr. Neumann said that, despite a number of interested purchasers
and offers that have come forward recently, the union will also go
forward and seek potential purchasers based on the Steelworkers'
principles.

                        About the Company

Stelco, Inc., -- http://www.stelco.ca/-- which is currently
undergoing CCAA restructuring proceedings, is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.  Consolidated net sales in
2003 were $2.7 billion.


STERLING FINANCIAL: Calls to Redeem Floating Rate Notes Due 2006
----------------------------------------------------------------
Sterling Financial Corporation (Nasdaq: STSA) wants to redeem the
Sterling Financial Corporation Floating Rate Notes Due June 15,
2006.  The Securities will be redeemed on Dec. 15, 2004, at 100%
of the $30,000,000 aggregate principle, plus accrued and unpaid
interest.

Deutsche Bank Trust Company Americas will be contacting the
Holders of Securities with Notification of Full Redemption, which
will include the delivery instructions for redemption of the
Securities.  On and after the redemption date, interest on the
Securities shall cease to accrue, the Securities will no longer be
deemed outstanding and all rights with respect thereto will cease,
except the rights of the holders to receive the redemption price.

                        About the Company

Sterling Financial Corporation of Spokane, Washington, is a
unitary savings and loan holding company, which owns Sterling
Savings Bank.  Sterling Savings is a Washington State-chartered,
federally insured stock savings association, which opened in
April 1983.  Sterling Savings, based in Spokane, Washington, has
branches throughout Washington, Oregon, Idaho and Montana.
Through Sterling Savings Bank's wholly owned subsidiaries, Action
Mortgage Company and INTERVEST-Mortgage Investment Company, it
operates loan production offices in Washington, Oregon, Idaho,
Arizona and Montana.  Sterling Savings Bank's subsidiary Harbor
Financial Services provides non-bank investments, including mutual
funds, variable annuities and tax-deferred annuities and other
investment products, through regional representatives throughout
Sterling's branch network.

                          *     *     *

As reported in the Troubled Company Reporter on July 22, 2004,
Fitch Ratings has upgraded the long-term rating of Sterling
Financial Corporation to 'BB+' from 'BB'.  All other ratings have
been affirmed by Fitch.

Additionally, Fitch has assigned ratings to Sterling Savings Bank,
including an investment grade long-term deposit rating of 'BBB-'.


STRUCTURED ASSET: Fitch Holds Low-B Ratings on Four Cert. Classes
-----------------------------------------------------------------
Fitch Ratings upgrades 23 and affirms 36 classes of Structured
Asset Securities Corp. residential mortgage-backed certificates,
as follows:

   * Structured Asset Securities Corp., mortgage pass-through
     certificates, series 1995-2 Group 1

     -- Class 1A affirmed at 'AAA';
     -- Class 1B1 upgraded to 'AAA' from 'AA-';
     -- Class 1B2 affirmed at 'BB'.

   * Structured Asset Securities Corp., mortgage pass-through
     certificates, series 1995-2 Group 2

     -- Class 2A affirmed at 'AAA';
     -- Class 2B1 affirmed at 'AAA';
     -- Class 2B2 affirmed at 'AAA';
     -- Class 2B3 upgraded to 'AA' from 'BB'.

   * Structured Asset Securities Corp., mortgage pass-through
     certificates, series 1996-4

     -- Class A affirmed at 'AAA';
     -- Class B1 upgraded to 'AAA' from 'AA';
     -- Class B2 upgraded to 'AA' from 'A';
     -- Class B3 affirmed at 'BB'.

   * Structured Asset Securities Corp mortgage pass-through
     certificates, series 1997-2 Pool 1

     -- Class 1B1 affirmed at 'AA';
     -- Class 1B2 affirmed at 'A';
     -- Class 1B3 remains at 'C'.

   * Structured Asset Securities Corp., mortgage pass-through
     certificates, series 1997-2 Pool 2

     -- Class 2A affirmed at 'AAA';
     -- Class 2B1 affirmed at 'AA';
     -- Class 2B2 affirmed at 'A';
     -- Class 2B3 remains at 'C'.

   * Structured Asset Securities Corp., mortgage pass-through
     certificates, series 1998-5

     -- Class A affirmed at 'AAA';
     -- Class B1 affirmed at 'AAA';
     -- Class B2 upgraded to 'AA+' from 'AA';
     -- Class B3 upgraded to 'A+' from 'BBB+'.

   * Structured Asset Securities Corp., mortgage pass-through
     certificates, series 1998-10

     -- Class A affirmed at 'AAA';
     -- Class B1 affirmed at 'AAA';
     -- Class B2 affirmed at 'AAA';
     -- Class B3 affirmed at 'AAA';
     -- Class B4 upgraded to 'AA+' from 'AA';
     -- Class B5 upgraded to 'A+' from 'A'.

   * Structured Asset Securities Corp., mortgage pass-through
     certificates, series 1999-1 Group 1

     -- Class 1A affirmed at 'AAA';
     -- Class 1-B1 affirmed at 'AAA';
     -- Class 1-B2 upgraded to 'AAA' from 'AA+';
     -- Class 1-B3 upgraded to 'AAA' from 'AA-';
     -- Class 1-B4 upgraded to 'AAA' from 'A-';
     -- Class 1-B5 upgraded to 'AA' from 'BBB-'.

   * Structured Asset Securities Corp., mortgage pass-through
     certificates, series 1999-1 Group 2

     -- Class 2A affirmed at 'AAA';
     -- Class 2-B1 affirmed at 'AAA';
     -- Class 2-B2 upgraded to 'AAA' from 'AA+';
     -- Class 2-B3 upgraded to 'AAA' from 'A+';
     -- Class 2-B4 upgraded to 'AAA' from 'BBB+';
     -- Class 2-B5 upgraded to 'AA' from 'BB+'.

   * Structured Asset Securities Corp., mortgage pass-through
     certificates, series 1999-ALS3

     -- Classes 1-CB, 2-NC, 1-PO, 2-PO, R affirmed at 'AAA';
     -- Class B1 affirmed at 'AAA';
     -- Class B2 upgraded to 'AAA' from 'AA+';
     -- Class B3 affirmed at 'A'.

   * Structured Asset Securities Corp., mortgage pass-through
     certificates, series 2000-5 Pools 1 & 2

     -- Classes 1A, 2A affirmed at 'AAA';
     -- Class 1B1-2B1 affirmed at 'AAA';
     -- Class 1B2-2B2 upgraded to 'AAA' from 'AA';
     -- Class 1B3-2B3 upgraded to 'AA' from 'A';
     -- Class 1B4-2B4 upgraded to 'BBB' from 'BB';
     -- Class 1B5-2B5 affirmed at 'B'.

   * Structured Asset Securities Corp., mortgage pass-through
     certificates, series 2000-5 Pool 3

     -- Class 3A affirmed at 'AAA';
     -- Class 3B1 affirmed at 'AAA';
     -- Class 3B2 upgraded to 'AAA' from 'AA';
     -- Class 3B3 upgraded to 'AA' from 'A';
     -- Class 3B4 upgraded to 'BBB' from 'BB';
     -- Class 3B5 affirmed at 'B'.

The upgrades reflect a substantial increase in credit enhancement
relative to future loss expectations and affect $33,853,066 of
outstanding certificates.  The affirmations reflect credit
enhancement consistent with future loss expectations and affect
$108,317,794 of outstanding certificates.

As of the October 25, 2004 distribution, the senior class A
certificates of series 1995-2 Group 1 are benefiting from 87.68%
subordination (up from 17.13% as of the closing date --
August 8, 1995) provided by the classes 1B1, 1B2, and 1B3.  The
current credit enhancement of classes 1B1 and 1B2 is 40.20%, and
7.98%, respectively compared with 10.12%, and 5.36% as of closing.
Currently, 87% of the collateral has paid down.

As of the October 25, 2004 distribution, the senior class A
certificates of series 1995-2 Group 2 are benefiting from 43.01%
subordination (up from 4.25% as of the closing date --
August 8, 1995) provided by classes 2B1 to 2B3 and the not rated
class 2B4.  The current credit enhancement of classes 2B1, 2B2,
and 2B3 is 29.98%, 16.32%, and 10.11%, respectively compared with
3.20%, 2.10%, and 1.60% as of closing.  Currently, 95% of the
collateral has paid down.

As of the October 25, 2004 distribution, the senior class A
certificates of series 1996-4 are benefiting from 49.47%
subordination (up from 13.50% as of the closing date --
October 30, 1996) provided by classes B1, B2, B3, and B4.  The
current credit enhancement of classes B1, B2, and B3 is 35%,
15.69%, and 6.05%, respectively compared with 10.50%, 6.50%, and
4.50% as of closing.  Currently, 91% of the collateral has paid
down.

As of the October 25, 2004 distribution, for the series 1997-2
Pool 1, the current credit enhancement of subordinate classes 1B1,
1B2, and 1B3 is 24.14%, 11.73%, and 4.36%, respectively compared
with 6.50%, 4.50%, and 3.50% as of the closing date --
October 30, 1997.  The senior Class A certificates are Paid in
Full. Currently, 98% of the collateral has paid down.

As of the October 25, 2004 distribution, the senior class A
certificates of series 1997-2 Pool 2 are benefiting from 86.95%
subordination (up from 13.50% as of the closing date --
October 30, 1997) provided by classes 2B1, 2B2, 2B3, 2B4, and 2B5.
The current credit enhancement of classes 2B1, 2B2, 2B3, and 2B4
is 38.93%, 21.14%, 12.21, and 5.06%, respectively compared with
6.75%, 4.25%, 3.00%, and 2.00% as of closing.  Currently, 93% of
the collateral has paid down.

As of the October 25, 2004 distribution, the senior class A
certificates of series 1998-5 are benefiting from 6.50%
subordination (up from 3.25% as of the closing date --
April 30, 1998) provided by classes B1 to B3 and the not rated
classes B4 to B6.  The current credit enhancement of classes B1,
B2, and B3 is 4.50%, 3.00%, and 2.00%, respectively compared with
2.25%, 1.50%, and 1.00% as of closing.  Currently, 95% of the
collateral has paid down.

As of the October 25, 2004 distribution, the senior class A
certificates of Series 1998-10 are benefiting from 59.41%
subordination (up from 4% as of the closing date --
November 25, 1998) provided by classes B1 to B5 and the not rated
class B6.  The current credit enhancement of classes B1, B2, B3,
B4, and B5 is 32.68%, 17.83%, 11.88%, 6.69% and 3.71%,
respectively compared with 2.20%, 1.20%, 0.80%, 0.45%, and 0.25%
as of closing.  Currently, 95% of the collateral has paid down.

As of the October 25, 2004 distribution, the senior class 1A
certificates of series 1999-1 Group 1 are benefiting from 20.30%
subordination (up from 1.85% as of the closing date --
February 25, 1999) provided by classes 1B1 to 1B5 and the not
rated class 1B6.  The current credit enhancement of classes 1B1,
1B2, 1B3, 1B4, and 1B5 is 12.63%, 8.78%, 6.04%, 3.85% and 2.20%,
respectively compared with 1.15%, 0.80%, 0.55%, 0.35%, and 0.20%
as of closing.  Currently, 95% of the collateral has paid down.

As of the October 25, 2004 distribution, the senior class 2A
certificates of series 1999-1 Group 2 are benefiting from 44.07%
subordination (up from 3.90% as of the closing date --
February 25, 1999) provided by classes 2B1 to 2B5 and the not
rated class 2B6.  The current credit enhancement of classes 2B1,
2B2, 2B3, 2B4, and 2B5 is 23.73%, 13.56%, 9.04%, 4.52% and 2.83%,
respectively compared with 2.10%, 1.20%, 0.80%, 0.40%, and 0.25%
as of closing.  Currently, 94% of the collateral has paid down.

As of the October 25, 2004 distribution, the senior class 1-CB, 2-
NC, 1-PO, 2-PO, and R certificates of series 1999-ALS3 are
benefiting from 75.67% subordination (up from 8.50% as of the
closing date -- August 30, 1999) provided by classes B1 to B3 and
the not rated classes B4 to B6.  The current credit enhancement of
classes B1, B2, and B3 is 40.32%, 21.96%, and 10.24%, respectively
compared with 4.60%, 2.80%, and 1.65% as of closing.  Currently,
91% of the collateral has paid down.

As of the October 25, 2004 distribution, the senior class A
certificates of series 2000-5 Pools 1 & 2 are benefiting from
99.08% subordination (up from 8% as of the closing date --
October 30, 2000) provided by classes 1B1-2B1 to 1B5-2B5 and the
not rated class 1B6-2B6.  The current credit enhancement of
classes 1B1-2B1, 1B2-2B2, 1B3-2B3, 1B4-2B4, and 1B5-2B5 is 56.75%,
34.81%, 22.90%, 15.07% and 6.61%, respectively compared with
4.63%, 2.88%, 1.93%, 1.30%, and 0.63% as of closing.  Currently,
95% of the collateral has paid down.

As of the October 25, 2004 distribution, the senior class 3A
certificates of series 2000-5 Pool 3 are benefiting from 99.98%
subordination (up from 4.25% as of the closing date --
October 30, 2000) provided by classes 3B1 to 3B5 and the not rated
class 3B6.  The current credit enhancement of classes 3B1, 3B2,
3B3, 3B4, and 3B5 is 39.80%, 21.74%, 14.53%, 7.31% and 3.71%,
respectively compared with 1.75%, 1.00%, 0.70%, 0.40%, and 0.25%
as of closing.  Currently, 96% of the collateral has paid down.


SUMMIT CBO: Fitch Confirms Junk Ratings on Three Note Classes
-------------------------------------------------------------
Fitch Ratings has reviewed three classes of notes issued by Summit
CBO I, Ltd.  These updates are the result of Fitch's review
process.  These rating actions are effective immediately:

   -- $37,000,000 class B notes remain at 'C';
   -- $48,379,010 class C notes remain at 'C';
   -- $9,518,072 class D-1 notes remain at 'C'.

Summit is a collateralized debt obligation managed by Summit
Investment Partners, which closed April 23, 1999.  Summit is
currently a static portfolio composed primarily of high yield
bonds.  Summit Investment Partners is restricted from trading with
the exception of credit impaired and defaulted securities.
Included in this review, Fitch discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy going forward.

Since the last rating action in October 2002, $81.3 million
(43.5%) of the class A notes has been redeemed for a total of
$126.4 million (54.5%).  The class A notes have an outstanding
balance of $105.6 million and are not rated by Fitch.  The class A
and B notes have continued to receive current interest throughout
the life of the transaction.  The class C and D notes have been
PIKing since May 2001 and November 2000 respectively.  The
interest rate swap had been a major cause of the recent
deterioration in the overcollateralization levels, as over $6
million in interest proceeds were being allocated to the swap
counterparty.  Principal proceeds have been used on three previous
payment dates to make current interest payments, thus further
eroding the OC ratios.  The interest rate swap terminated in May
2004, raising the class A/B IC test from 0% to 288.3%.  The most
recent payment no longer required principal proceeds to meet the
current interest requirements.  The class A/B OC test is currently
at 80.1%, and Fitch expects the class B notes to incur a loss.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  For more information on the Fitch
VECTOR Model, see 'Global Rating Criteria for Collateralized Debt
Obligations,' dated September 13, 2004, available on Fitch's Web
site at http://www.fitchratings.com/


SYSTEMONE TECH: Sept. 30 Balance Sheet Upside-Down by $29.6 Mil.
----------------------------------------------------------------
SystemOne Technologies, Inc., (OTC Bulletin Board: STEK) reported
its third quarter 2004 operating results.

Revenues for the three months ended September 30, 2004, were
$817,000 compared to revenues of $5,519,000 in the corresponding
period of 2003, an 85.2% decrease.  The Company reported an
operating loss for the three months ended September 30, 2004, of
$482,000 compared with an operating profit of $1,102,000 in the
corresponding period of 2003.  The Company's net loss for the
three months ended September 30, 2004, was $795,000 or a loss of
16 cents per share, compared with a net profit of $480,000 or a
profit of 10 cents per share, in the corresponding period of 2003.
The Company's net loss to common stock after preferred dividends
for the three months ended September 30, 2004, was $1,212,000 or a
loss of 24 cents per share, compared with a net loss of $86,000 or
a loss of 2 cents per share, in the corresponding period of 2003.

Revenues for the nine months ended September 30, 2004 were
$1,659,000 compared to revenues of $16,829,000 in the
corresponding period of 2003, a 90.1% decrease.  The Company
reported an operating loss for the nine months ended
September 30, 2004, of $2,204,000 compared with an operating
profit of $3,901,000 in the corresponding period of 2003.  The
Company's net profit for the nine months ended September 30, 2004,
was $10,868,000 or a profit of $2.19 per share, compared with a
net profit of $1,926,000 or a profit of 39 cents per share, in the
corresponding period of 2003.  The Company's net profit to common
stock after preferred dividends for the nine months ended
September 30, 2004, was $9,366,000 or a profit of $1.89 per share,
compared with a net profit of $257,000 or a profit of 5 cents per
share, in the corresponding period of 2003.

The Company's net profit for the nine months ended Sept. 30, 2004,
of $9,366,000 includes one time gains on the extinguishment of
debt in the amount of $10,217,000 and $4,000,000 on the
Safety-Kleen settlement.

Chief Executive Officer Paul I. Mansur stated, "We continue to
progress with the development of our national third party
distribution network as the Company transitions from its exclusive
distribution arrangement with Safety-Kleen.  We have appointed
25 distributors to date, representing approximately half of the
planned national distribution network of 50 distributors."

Founded in 1990, SystemOne Technologies designs, manufactures,
sells and supports a full range of self-contained, recycling
industrial parts washing products for use in the automotive,
aviation, marine and general industrial markets.  The Company has
been awarded 11 U.S. patents and 13 foreign patents for its
products, which incorporate innovative, proprietary resource
recovery and waste minimization technologies.  The Company is
headquartered in Miami, Florida.

At September 30, 2004, SystemOne's balance sheet showed a
$29,643,000 stockholders' deficit, compared to a $39,009,000
deficit at December 31, 2003.


TRW AUTOMOTIVE: Refinancing $1.7 Billion Existing Bank Loans
------------------------------------------------------------
TRW Automotive Holdings Corp. (NYSE: TRW) intends to refinance
$1.7 billion of its existing $2.0 billion credit facilities with
$1.9 billion of new credit facilities.  The new credit facilities
will improve the Company's financial flexibility and are expected
to be comprised of:

   -- an $850 million revolving credit facility,
   -- a $250 million tranche A term loan facility, and
   -- an $800 million tranche B term loan facility.

The Company plans to retain its recently completed $300 million
tranche E term loan facility.  The increase in availability under
the new facilities results from the expected increase in the
amount of the revolving credit facilities.  Additionally, the
Company expects to amend certain other terms of the secured credit
facilities.  The Company plans to close the transaction by
year-end, with funding expected to occur shortly thereafter.

                        About the Company

With 2003 sales of $11.3 billion, TRW Automotive ranks among the
world's top 10 automotive suppliers.  Headquartered in Livonia,
Michigan, USA, the Company, through its subsidiaries, employs
approximately 61,000 people in 22 countries.  TRW Automotive
products include integrated vehicle control and driver assist
systems, braking systems, steering systems, suspension systems,
occupant safety systems (seat belts and airbags), electronics,
engine components, fastening systems and aftermarket replacement
parts and services.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 1, 2004,
Fitch Ratings assigns an indicative rating of 'BB+' to the
proposed new $300 million term loan.  The proposed term loan will
be utilized to take-out TRW Automotive Intermediate Holdings
Corp.'s existing $600 million pay-in-kind seller note, payable to
Northrop Grumman Corp.


TXU EUROPE GROUP PLC: Section 304 Petition Summary
--------------------------------------------------
Petitioners: James Robert Tucker
             Jeremy Simon Pratt
             Philip Wedgwood Wallace
             Joint Provisional Liquidators
             KPMG LLP
             8 Salisbury Square
             London EC4Y 8BB, England


Debtors: TXU Europe Group PLC
         c/o Ernst & Young LLP
         1 More London Place
         London SE1 2AF, England

         Angbur Investment Trust Limited
         c/o KPMG LLP
         8 Salisbury Square
         London EC4Y 8BB, England

         Energy (No. 30) Limited
         The Gold Fields Rhodesian Development Co. Ltd.
         New Consolidated Gold Fields Limited
         Energy Group Overseas BV
         Energy Holdings (No. 1) Limited
         Energy Holdings (No. 2) Limited
         Energy Holdings (No. 3) Limited
         Energy Holdings (No. 4) Limited
         Energy Holdings (No. 5) Limited
         Energy Nominees Limited
         Anglian Power Generators Limited
         C Tennants Sons & Company Limited
         CGF Investments Limited
         Consolidated Gold Fields Limited
         Alliedhike Limited
         Eastern Group Finance Limited
         Energy Group Holdings BV
         TXU Eastern Finance (A) Limited
         TXU Eastern Finance (B) Limited
         TXU Europe Power Services Limited
         TXU Eastern Funding Company
         Peterborough Power Limited
         TEG (Head Office) Limited
         The Energy Group Limited
         The Energy Group International Limited
         Mining & Industrial Holdings Limited
         Gold Fields Mining and Industrial Limited
         Anglo-French Exploration Company Limited
         Rose, Lloyd & Company Limited
         Gold Fields Industrial Holdings Limited
         Tennant Security Limited
         Tennant Trading Limited
         Energy Resources Limited
         Gold Fields Madh Adh Dhahab Limited
         Gold Fields Industrial Limited
         TXU Acquisitions Limited
         TXU Finance (No. 2) Limited
         TXU Europe Group PLC

Administrators: Philip Wedgwood Wallace
                James Robert Tucker
                KPMG LLP

                Alan Robert Bloom
                Roy Bailey
                Ernst & Young LLP

Case Nos.: 04-17303, 04-17264, 04-17266, 04-17267, 04-17268,
           04-17269, 04-17270, 04-17271, 04-17272, 04-17273,
           04-17274, 04-17275, 04-17276, 04-17277, 04-17278,
           04-17279, 04-17280, 04-17281, 04-17282, 04-17283,
           04-17284, 04-17285, 04-17286, 04-17287, 04-17288,
           04-17289, 04-17290, 04-17291, 04-17292, 04-17293,
           04-17294, 04-17295, 04-17296, 04-17297, 04-17298,
           04-17299, 04-17300, 04-17301, 04-17302

Type of Business: TXU Europe Group PLC is an indirect, wholly
                  owned subsidiary of TXU Corporation --
                  http://www.txu.com/-- a Texas corporation (TXU
                  Corporation).  The Debtors are members of the
                  European division of the TXU group of
                  companies.  The TXU Group's business activities
                  included power production, retail energy sales
                  and related services, wholesale energy sales,
                  energy delivery, portfolio management, risk
                  management and various trading activities.
                  On November 19, 2002, the TXU Europe Group and
                  several of its subsidiaries were placed under
                  the "administration" process in the United
                  Kingdom.  Some units have been liquidated.  As
                  a result more than $2.77 billion in cash is now
                  held with the TXU Group pending distribution.

Section 304 Petition Date: November 12, 2004

Court: Southern District of New York (Manhattan)

Petitioners' Counsel: Kenneth P. Coleman, Esq.
                      Daniel Guyder, Esq.
                      Adrian Stewart, Esq.
                      Allen & Overy LLP
                      1221 Avenue of Americas
                      New York, New York 10022
                      Tel: (212) 610-6300
                      Fax: (212) 610-6399

                           -- and --

                      Ronald Dekoven, Esq.
                      Foley & Lardner LLP
                      321 North Clark Street, Suite 2800
                      Chicago, Illinois 60610
                      Tel: (312) 832-4500

                          Total Assets          Total Debts
                          ------------          -----------
TXU Europe Group PLC      More than $100 M      More than $100M

Angbur Investment Trust
Limited                   $0 to $50,000         $0 to $50,000

Energy (No. 30) Limited   $1 M to $10 M         $0 to $50,000

The Gold Fields Rhodesian
Development Co. Ltd.      $100,000 to $500,000  $0 to $50,000

New Consolidated Gold
Fields Limited            $100,000 to $500,000  $0 to $50,000

Energy Group Overseas BV  $10 M to $50 M        More than $100M

Energy Holdings (No. 1)
Limited                   $10 M to $50 M        $10 M to $50 M

Energy Holdings (No. 2)
Limited                   More than $100M       More than $100M

Energy Holdings (No. 3)
Limited                   More than $100M       More than $100M

Energy Holdings (No. 4)
Limited                   More than $100M       More than $100M

Energy Holdings (No. 5)
Limited                   More than $100M       More than $100M

Energy Nominees Limited   $1 M to $10 M         $0 to $50,000

Anglian Power Generators
Limited                   $10 M to $50 M        More than $100M

C Tennants Sons &
Company Limited           $0 to $50,000         $500,000 to $1M

CGF Investments Limited   $10 M to $50 M        $0 to $50,000

Consolidated Gold
Fields Limited            $10 M to $50 M        $0 to $50,000

Alliedhike Limited        $1 M to $10 M         $0 to $50,000

Eastern Group Finance
Limited                   More than $100 M      More than $100M

Energy Group Holdings BV  $0 to $50,000         $1 M to $10 M

TXU Eastern Finance (A)
Limited                   $0 to $50,000         $0 to $50,000

TXU Eastern Finance (B)
Limited                   $0 to $50,000         $0 to $50,000

TXU Europe Power
Services Limited          $500,000 to $1 M      $1 M to $10 M

TXU Eastern Funding
Company                   $0 to $50,000         More than $100M

Peterborough Power
Limited                   $50 M to $100 M       $50 M to $100 M

TEG (Head Office)
Limited                   $1 M to $10 M         $10 M to $50 M

The Energy Group Limited  More than $100 M      More than $100M

The Energy Group
International Limited     $1 M to $10 M         $1 M to $10 M

Mining & Industrial
Holdings Limited          $1 M to $10 M         $0 to $50,000

Gold Fields Mining and
Industrial Limited        $10 M to $50 M        $0 to $50,000

Anglo-French Exploration
Company Limited           $100,000 to $500,000  $0 to $50,000

Rose, Lloyd & Company
Limited                   $0 to $50,000         $0 to $50,000

Gold Fields Industrial
Holdings Limited          $1 M to $10 M         $0 to $50,000

Tennant Security Limited  $100,000 to $500,000  $0 to $50,000

Tennant Trading Limited   $500,000 to $1 M      $0 to $50,000

Energy Resources Limited  $0 to $50,000         $0 to $50,000

Gold Fields Madh Adh
Dhahab Limited            $500,000 to $1 M      $1 M to $10 M

Gold Fields Industrial
Limited                   $1 M to $10 M         $1 M to $10 M

TXU Acquisitions Limited  More than $100 M      More than $100M

TXU Finance (No. 2)
Limited                   More than $100 M      More than $100M


U.S. PLASTIC: Will Shed Composite Lumber Product Lines
------------------------------------------------------
U.S. Plastic Lumber Corp. (Pink Sheets:USPL) will exit its
composite decking and OEM composite businesses.  This move comes
as part of USPL's plan to focus on its PE product lines -- which
include its Trimax structural lumber and CareFree Xteriors HDPE
Decking, as part of its restructuring plans.

"We feel that USPL is in such a strong market position and must
act quickly in order to take advantage of the growing demand in
all-HDPE products, and that to focus on anything else would be a
distraction and therefore counterproductive to our goals," stated
Joseph E. Sarachek, USPL's Chief Restructuring Officer from Triax
Capital Advisors.

USPL's is exiting all of its composite product lines as soon as
practicable, which includes wood-plastic products like composite
deck board and also its composite products used in applications as
windows, doorframes and playground equipment.

"Our HDPE deck board, CareFree Xteriors Decking, has all of the
advantages of composite decks, but with the added benefit of being
virtually maintenance free due to the lack of wood fiber -- a
claim that composite boards just can't make," stated Nathan
Kalenich, USPL's Senior Applications Engineer.  "And with our new
and improved clip system due out in a few weeks and with our new
wood-textured embossing now available, the result is all the
beauty of wood grain finish, in a seamless, care-free deck."

Mr. Kalenich also remarked that USPL's patented Trimax structural
lumber, as well as CareFree Xteriors decking will be featured in
an upcoming episode of the Discovery Channel's Monster House,
scheduled to air on Monday, November 22at 8 p.m. EST and again at
11 p.m. EST.

"While there's clearly much work to do to see USPL through these
difficult days, the market's excitement for USPL's high-quality PE
products, including its Trimax and CareFree PE Decking, bode well
for the Company's successful emergence from Chapter 11 protection,
which we currently estimate will occur sometime in early 2005,"
Mr. Sarachek elaborated.

                  About Triax Capital Advisors

Triax Capital Advisors provides advisory services to parties
involved with highly leveraged companies and special situation
investments.  Triax offers expertise in three distinct areas:
Financial Restructuring, Operational Restructuring, Forensic
Accounting and Litigation Support and is further distinguished by
these core characteristics:  focus on quality of work versus
quantity of engagements, hands-on involvement by senior
professionals, and flexible compensation structures that include
focus on success fee formulas.  Triax Capital Advisors' Web site
is located at http://www.triaxadvisors.com/

Headquartered in Boca Raton, Florida, U.S. Plastic --
http://www.usplasticlumber.com/-- manufactures plastic lumber and
is the technology leader in the industry.  The Company filed for a
chapter 11 protection on July 23, 2004 (Bankr. S.D. Fla. Case No.
04-33579).  Stephen R. Leslie, Esq., at Stichter, Riedel, Blain &
Prosser, P.A., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$78,557,000 in total assets and $48,090,000 in total debts.


UAL: Taps Mayer Brown as Special Counsel for Best Western Lawsuit
-----------------------------------------------------------------
UAL Corporation and its debtor-affiliates received permission from
the U.S. Bankruptcy Court for the Northern District of Illinois to
supplement the Order that approved the employment and retention of
Mayer, Brown, Rowe & Maw as special litigation counsel.

In July 2004, United Loyalty Services asked Mayer Brown for
representation in a new matter against Best Western, Inc.  ULS
and Best Western disputed terms of a Mileage Plus Participation
Agreement that had been in place since the Summer of 2002.  On
August 30, 2004, ULS instructed Mayer Brown to file Adversary
Proceeding No. 04-A-3431 against Best Western.  The matter is
pending before the Court.

To address the new legal proceedings, Judge Wedoff designates
Mayer Brown as Special Litigation Counsel for the Best Western
Litigation.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 64; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Judge Wedoff Approves FAA Settlement for $250,790
-----------------------------------------------------------
UAL Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Illinois to approve a
settlement of certain civil penalty enforcement actions with the
Federal Aviation Administration.

The Debtors further ask Judge Wedoff to modify the automatic stay
to allow the FAA to set off a previous settlement with the
Internal Revenue Service.

The FAA has assessed civil penalties against United Air Lines,
Inc., which have not been adjudicated.  The Unadjudicated
Penalties pertain to alleged violations of the civil aviation
security requirements prior to February 17, 2002.  The FAA
proposes to assess the Debtors $695,971.

Other penalties for similar alleged violations were adjudicated
before the Petition Date.  However, the Debtors have not paid the
$124,250 Adjudicated Civil Penalties.

The Debtors and the FAA have engaged in good faith negotiations.
As a result of this cooperation, the parties agree that:

  a) The Debtors will pay $126,540 for the Unadjudicated
     Penalties and expend $569,431 on security enhancements
     approved by the Transportation Security Administration;

  b) The Debtors will pay $124,250 for the Adjudicated Penalties;
     and

  c) The Debtors will ask the Court to modify the stay so the
     Penalties will be set off from funds held by the Internal
     Revenue Service.

If the FAA determines that the Debtors have not timely
implemented the TSA-approved enhancements, the Debtors will pay
the FAA $569,431 plus an additional 20%.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, assures the
Court that the Settlement is fair and equitable and falls within
the range of reasonableness.  If litigated, the Debtors would
have to investigate over 170 individual Unadjudicated Penalties.
Continuation of this matter would be fact-intensive, expensive
and time-consuming, with little benefit expected.  The Settlement
represents a benefit to the estate, the creditors and all
parties-in-interest.

                          *     *     *

Judge Wedoff approves the Settlement.

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


US STEEL: S&P Upgrades Corp. Credit & Sr. Unsec. Ratings to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured ratings on United States Steel Corp. to 'BB' from
'BB-'.  The preferred stock rating on the company was also raised
to 'B' from 'B-'.  The outlook is stable.

Total debt for the Pittsburgh, Pennsylvania-based company was
about $2.1 billion at September 30, 2004.

"The ratings upgrade reflects a meaningful improvement in the
company's financial condition and operating performance," said
Standard & Poor's credit analyst Thomas Watters.  Due to continued
favorable steel industry conditions and synergistic savings from
its National Steel Corp. acquisition, U.S. Steel has realized
significant improvement in its profitability and cash flow
generation, some of which has been applied toward reducing its
financial leverage, including paying down debt and prefunding its
onerous legacy liabilities.  After the planned repayment of debt
at its Kosice subsidiary, the company will have reduced its debt
by approximately $560 million, or 25% in 2004.

U.S. Steel's financial performance is expected to remain strong
through 2005, as the company should benefit from continued
strength in the domestic steel industry, increased contractual
sales prices and relatively flat raw-material costs at its
domestic operations.  The improvement to its capital, increased
production capability, and success in achieving cost reductions,
will result in a stronger financial performance during the next
cyclical downturn than in previous years.

Ratings on U.S. Steel reflect the integrated steel producer's
somewhat aggressive financial leverage, including its underfunded
postretirement benefit obligations, its capital-intensive
operations, highly cyclical markets, and heightened competitive
pressures posed by the consolidation of leading global steel
producers.  These factors outweigh the company's good liquidity,
vertically integrated operations, and expectations that favorable
market conditions will persist well into 2005 and continue to
bolster results.

Although Standard & Poor's anticipates the company will to
continue to seek growth opportunities as industry consolidation
accelerates, such initiatives are expected to be executed
prudently with a focus on operations that enhance its cost
profile, while preserving the company's improved capital
structure.

With 19.4 million tons of domestic steel production, U.S. Steel is
the second-largest integrated steel producer in North America. The
company also has about 7.4 million tons of operating capacity at
its U.S. Steel Europe operations, located in the Slovak Republic
and Serbia.


WEIRTON STEEL: Wants Court to Approve Highmark Claim Settlement
---------------------------------------------------------------
Highmark, Inc., filed Claim No. 483 as an unsecured priority
claim for $3,637,991, which represents Weirton's alleged
obligations to Highmark arising from Highmark's continued
administration of the healthcare programs.  Highmark is the
administrator of certain healthcare programs for Weirton's
benefit.

Highmark also asserted rights of setoff under Section 553 of the
Bankruptcy Code in:

      (i) a $1,092,500 prepetition claim reserve held by Highmark;

     (ii) a claim settlement due by Highmark to Weirton for
          $30,296; and

    (iii) a $110,000 audit adjustment due to Weirton.

Weirton and the Weirton Steel Corporation Liquidating Trustee
dispute the priority of Highmark's Claim.

To resolve their dispute, the Trustee and Highmark agree that:

    (a) Claim No. 483 will be fixed and allowed for $600,000 and
        will be paid as a Class 3 claim in accordance with the
        Confirmed Plan.  Payment of Claim No. 483 will be made by
        the Trustee immediately;

    (b) Highmark will be allowed to exercise rights of offset with
        respect to the Setoff Claims; and

    (c) Highmark forever releases and discharges Weirton and the
        Weirton Trustee from any and all claims.

According to Mark E. Freedlander, Esq., at McGuireWoods, LLP, in
Pittsburgh, the settlement would avoid the costs, risks, delay
and uncertainty associated with the prosecution and defense of
the claims.  In addition, the settlement will expedite the
distribution process, preserve the Trustee's assets and resources
and best serve the interests of Weirton's creditors.

Accordingly, the Trustee asks the U.S. Bankruptcy Court for the
Northern District of West Virginia to approve the Settlement
Agreement with Highmark.

Headquartered in Weirton, West Virginia, Weirton Steel Corporation
was a major integrated producer of flat rolled carbon steel with
principal product lines consisting of tin mill products and sheet
products.  The company was the second largest domestic producer of
tin mill products with approximately 25% of the domestic market
share.  The Company filed for chapter 11 protection on May 19,
2003 (Bankr. N.D. W. Va. Case No. 03-01802).  Judge L. Edward
Friend, II, administers the Debtors' cases.  Robert G. Sable,
Esq., Mark E. Freedlander, Esq., David I. Swan, Esq., James H.
Joseph, Esq., at McGuireWoods LLP, represent the Debtors in their
liquidation.  Weirton sold substantially all of its assets to
Wilbur Ross' International Steel Group.  (Weirton Bankruptcy News,
Issue No. 37; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WESTPOINT: Wants Court to Approve 6th Amendment to DIP Financing
----------------------------------------------------------------
WestPoint Stevens, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
approve the Sixth Amendment to their DIP Credit Agreement, dated
as of November 10, 2004.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, in New
York, reminds Judge Drain that in August 2004, the Debtors
finalized their five-year business plan, which calls for certain
plant closings and restructuring charges to occur in late 2004 and
early 2005.  While necessary, the plant closings and resulting
restructuring charges will have an impact on the Debtors'
financial statements and ability to achieve certain EBITDA and
Availability levels as required by their DIP Credit Agreement
covenants.  Accordingly, the Debtors initiated discussions with
their DIP Lenders to adjust certain covenants in the DIP Credit
Agreement.

To facilitate the implementation of their Business Plan, the
Debtors and the DIP Lenders have agreed to certain amendments,
including:

A. Modified Definitions

    * 2004 Restructuring Plan -- the restructuring plan presented
      to the DIP Credit Agreement Lenders on November 10, 2004.

    * 2004 Plant Shutdown Costs -- means non-recurring charges in
      an aggregate amount not to exceed $226,799,000 ($145,151,360
      after tax), that are incurred, accrued or reserved by the
      Debtors during Fiscal Years 2004 through FY 2007 in
      connection with the closing and consolidation of certain
      facilities:

      (a) direct inventory write-offs or related increases in
          inventory reserves;

      (b) write-offs of fixed assets and non-capitalized
          relocation charges;

      (c) write-offs of intangibles related to impaired assets;
          and

      (d) without duplication, relocation, severance, unabsorbed
          overhead and other related costs.

    * Shutdown Costs -- the Debtors will not incur:

      (a) after the Petition Date, any Plant Shutdown Costs, in
          cash, more than $8,500,000;

      (b) any 2003 Plant Shutdown Costs, in cash, more than
          $28,737,000; or

      (c) any 2004 Plant Shutdown Costs, in cash, more than
          $88,000,000.

B. Minimum EBITDA

    The Debtors seek to amend the dollar amounts of the existing
    Minimum EBITDA covenants.  The amended dollar amounts will
    afford the Debtors with a greater cushion to avoid potential
    defaults and breach of the covenants due to the implementation
    of the Business Plan and the anticipated restructuring
    charges:

                                 Current Minimum   Amended Minimum
    Period                            EBITDA           EBITDA
    ------                       ---------------   ---------------
    12 consecutive Fiscal Months    $80,000,000       $70,000,000
    ending on the last day of
    Fiscal Month of January 2005

    12 consecutive Fiscal Months    $80,000,000       $70,000,000
    ending on the last day of
    Fiscal Month of February 2005

    12 consecutive Fiscal Months    $80,000,000       $70,000,000
    ending on the last day of
    Fiscal Month of March 2005

    12 consecutive Fiscal Months    $80,000,000       $70,000,000
    ending on the last day of
    Fiscal Month of April 2005

    12 consecutive Fiscal Months    $80,000,000       $70,000,000
    ending on the last day of
    Fiscal Month of May 2005

C. Minimum Availability Covenant

    The Debtors will maintain availability at all times of no less
    than $60,000,000 on and after January 1, 2005.

D. Amendment Fee

    In consideration of the Lenders' agreement to modify the
    existing DIP Credit Agreement, the Debtors will pay a $450,000
    amendment fee.

The plant closings and restructuring charges are necessary to the
Debtors' reorganization, Mr. Rapisardi says.  Absent the
amendments, the Debtors would be in default under the DIP Credit
Agreement.

A full-text copy of the proposed Sixth Amendment to the
Postpetition Credit Agreement is available for free at:

    http://bankrupt.com/misc/wspt_6th_amendment_DIP_Agreement.pdf

                          *     *     *

On November 1, 2004, WestPoint Stevens exercised its option to
extend the DIP Credit Agreement for additional six-month period,
revising the maturity date to June 2, 2005.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers. (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on June 1,
2003 (Bankr. S.D.N.Y. Case No. 03-13532). John J. Rapisardi, Esq.,
at Weil, Gotshal & Manges, LLP, represents the Debtors in their
restructuring efforts. (WestPoint Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


WINDSOR QUALITY: Moody's Puts B2 Rating on Senior Secured Debts
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the senior
secured credit facility of Windsor Quality Food Ltd. and a senior
implied rating of B2.  The ratings outlook is stable.  This is the
first time that Moody's has rated Windsor.  Proceeds from the
credit facility and a prospective $85 million senior subordinated
note issue, not rated by Moody's, will fund the acquisition of
Specialty Brands, Inc., from Fremont Partners.

The ratings reflect high leverage resulting from the acquisition,
the significant size of Specialty Brands ($331 million LTM sales)
relative to Windsor ($259 LTM million sales), and Specialty
Brands' low margins and variable performance over the past few
years.  The ratings, however, also recognize the consistent
performance of Windsor and the prospective strategic benefits of
the acquisition to Windsor.

The ratings outlook is stable.  Ratings could be upgraded over the
intermediate term if the significant synergies and cost savings
that Windsor expects from the acquisition are realized and
sustained, enabling free cash flow generation to improve to a
level in the range of 7-9% of outstanding debt.  If the projected
synergies are not meaningfully realized and margin improvement is
not achieved, resulting in free cash flow at a level below 5% of
outstanding debt, the ratings could face downward pressure.

Moody's assigned these ratings to Windsor:

   * $75 million senior secured revolving credit, maturing 2009
     -- B2,

   * $45 million senior secured term loan A, maturing 2009
     -- B2,

   * $100 million senior secured term loan B, maturing 2010
     -- B2,

   * Senior implied rating -- B2,

   * Unsecured issuer rating -- B3,

   * Ratings outlook -- Stable.

Moody's has not rated Windsor's prospective $85 million senior
subordinated note issue, due 2012.  Approximately $239 million in
proceeds from the credit facilities and subordinated note offering
will fund the entire cash acquisition cost and related fees and
expenses and refinance approximately $48 million of existing
Windsor senior debt.  The partners of Windsor also will convert
$20 million of existing subordinated notes to equity as part of
the transaction.

Windsor's ratings are limited by the large increase in debt to
fund the acquisition of a business that has had low margins and
varying profitability.  Windsor will add $190 million of debt and
an additional $7 million of operating lease rentals.  The
acquisition is being made at a high multiple of Specialty Brands'
LTM EBITDA levels, based on Windsor's expectation of significant
synergies and cost savings.  The cash cost of the acquisition is
being entirely funded with debt.  Windsor projects pro forma
leverage of approximately 5x EBITDAR, based on realization of the
expected cost savings shortly after closing.  The pro forma
balance sheet will be weak, with a significant level of goodwill
and other intangibles.

The ratings also take into account the integration risks involved
in more than doubling Windsor's revenue base, facilities and
manufacturing manpower, and in realizing and sustaining the
substantial savings and synergy initiatives that Windsor projects,
without negatively affecting the business.  The projected savings
would add almost 50% to combined Windsor and Specialty Brands' LTM
EBITDA. In addition, the ratings consider that Specialty Brands
has had lower margins than Windsor and has had inconsistent
profitability, with less ability to pass through high commodity
costs or find offsetting cost savings than Windsor.

The ratings are supported by Windsor's consistent operating
performance as a manufacturer of prepared frozen foods.  Windsor
has had growing sales and stable margins.  The company has product
diversity (38% pre-cooked meats, 35% pasta, 17% Asian appetizers,
10% barbeque and chili), and serves several channels (56% of sales
are to foodservice customers, including national restaurant
accounts; 28% to industrial customers; and 16% are private label
retail sales).

The ratings also recognize that Specialty Brands is a
complementary acquisition within the frozen prepared food segment,
enhancing Windor's diversity and offering potential synergies.
Specialty Brands manufactures frozen Mexican appetizers and snack
foods (63% of sales), frozen coated appetizers (24%), and frozen
filled pasta (13%).

The company has a retail Mexican brand, Jose Ole.  Its channel
distribution is more heavily oriented to retail and less heavily
toward industrial than Windsor, increasing Windsor's pro forma
retail sales to 27.5% and foodservice to 60% of total pro forma
combined sales.  The additional manufacturing scale provides
potential advantages in managing costs.  Windsor has identified
specific opportunities for cost savings, while the enhanced
product offering provides potential marketing advantages with
foodservice and retail customers.  The ratings also consider that
commodity input costs are likely to be lower in the next year than
over the past year, placing less pressure on margins, though much
of Windsor's business passes through these cost increases and
decreases.

Pro forma for the transaction, Windsor's debt will total
$239 million against Windsor's projected post-synergy pro forma
EBITDA of about $53 million (4.5x debt/EBITDA, 5.0x adjusted for
leases).  Operating lease rentals will increase to $9 million from
$1 million.  Moody's expects a portion of the $17.4 million
targeted synergies to be realized, but believes there is risk to
achieving and sustaining the full amount of targeted savings and
projected EBITDA due to potential challenges in integrating
Specialty Brands, as well the intense level of competition in the
markets in which Windsor operates, which could pressure the
company to pass on realized integration savings to its customers.
If half the expected savings/synergies were realized and
sustained, pro forma leverage would be approximately 5.4x. Pro
forma debt to capital is high, at 84%, and intangible assets are
significant (almost 40% of total assets).  Moody's expects free
cash flow after capital spending to be modest, limiting the
ability to pay down debt materially, unless expected synergies and
cost savings are substantially realized and sustained.  Moody's
expects interest coverage (EBITDA-Capex/Interest Expense) to be
adequate, at 1.5-2x, depending on the level of synergies realized.

The rating on the senior secured credit facilities is not notched
up from the senior implied rating because the facilities represent
the bulk of Windsor's debt.  The facilities benefit from
subsidiary guarantees and security in the stock and assets of
Windsor and its subsidiaries.  The senior subordinated notes
provide a cushion of junior capital, but coverage of the credit
facilities in a distressed scenario would partially rely on
material realization of intangible values or an enterprise sale at
a high multiple of downside EBITDA.

The senior subordinated notes benefit from subsidiary guarantees
on a subordinated basis.  They will pay a coupon of that includes
a pay-in-kind component as well as a cash component.

Windsor Quality Food Company Ltd., based in Houston, Texas, is a
manufacturer of frozen foods with 2003 sales of $246 million.
Specialty Brands, Inc., based in Ontario, California, is a
manufacturer of frozen foods with 2003 sales (ending Sept. 2003)
of $285 million.


WINDSOR QUALITY: S&P Puts B+ Rating on $220M Sr. Secured Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to frozen food manufacturer Windsor Quality Foods
Company Ltd.

At the same time, Standard & Poor's assigned its 'B+' rating and
'3' recovery rating to the $220 million senior secured facility,
indicating the expectation of a meaningful (50%-80%) recovery of
principal in the event of a default.  The rating is based on
preliminary offering statements and is subject to review upon
final documentation.  The outlook is negative.  Pro forma for the
transaction, about $243 million in lease-adjusted debt would be
outstanding.

The ratings on Houston, Texas-based Windsor reflect its relatively
high debt leverage, its narrow product focus, and potential
integration issues with the pending acquisition of Specialty
Brands, Inc., (a complementary manufacturer of frozen foods with
total sales of about $330 million), doubling the size of Windsor.

Proceeds from the senior credit facility along with $85 million in
senior subordinated notes (unrated) will be used to fund the
$180 million purchase of Specialty Brands and the refinancing of
$47.9 million in existing debt.

"We view the integration of the two firms as a potential risk.
Moreover, the firm's ability to improve margins in a highly
competitive sector with variable commodity costs, while competing
against larger and better-capitalized packaged food companies
remains a concern," said Standard & Poor's credit analyst Ronald
Neysmith.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Airgate PCS Inc.        CSA         (89)         270        9
Akamai Tech.            AKAM       (144)         189       63
Alaska Comm. Syst.      ALSK        (12)         650       85
Alliance Imaging        AIQ         (50)         641       27
Amazon.com              AMZN       (721)       2,109      642
AMR Corp.               AMR        (314)      29,261   (1,824)
Amylin Pharm. Inc.      AMLN        (42)         402      325
Atherogenics Inc.       AGIX        (19)          93       77
Blount International    BLT        (382)         420      (55)
CableVision System      CVC      (1,669)      11,795      223
CCC Information         CCCG       (131)          80        8
Cell Therapeutic        CTIC        (65)         162       72
Centennial Comm         CYCL       (538)       1,532      152
Choice Hotels           CHH        (175)         271      (16)
Cincinnati Bell         CBB        (615)       2,022      (17)
Clean Harbors           CLHB         (3)         471       31
Compass Minerals        CMP        (132)         647      111
Cubist Pharmacy         CBST        (58)         172       42
Delta Air Lines         DAL      (2,671)      24,175   (2,273)
Deluxe Corp.            DLX        (214)       1,561     (344)
Denny's Corporation     DNYY       (246)         730     (136)
Domino Pizza            DPZ        (575)         421      (16)
Echostar Comm           DISH     (1,711)       6,170     (503)
Graftech International  GTI         (44)       1,036      289
Hawaii Holding          HA         (160)         236      (60)
IMAX Corp.              IMAX        (49)         222        9
Indevus Pharm.          IDEV        (34)         205      164
Inex Pharm.             IEX          (9)          59       34
Kinetic Concepts        KCI         (29)         638      214
Level 3 Comm Inc.       LVLT       (159)       7,395      157
Lodgenet Entertainment  LNET        (88)         301       20
Lucent Tech. Inc.       LU       (2,240)      15,924    2,874
Maxxam Inc.             MXM        (629)       1,040       96
McDermott Int'l         MDR        (361)       1,246       34
McMoran Exploration     MMR         (78)         163       49
Memberworks Inc.        MBRS        (46)         453      (11)
Millennium Chem.        MCH         (47)       2,331      580
Northwest Airline       NWAC     (2,166)      14,450     (431)
Northwestern Corp.      NWEC       (603)       2,445     (692)
ON Semiconductor        ONNN       (298)       1,221      270
Per-se Tech. Inc.       PSTI        (34)         157       43
Pinnacle Airline        PNCL        (18)         147       26
Phosphate Res.          PLP        (439)         316        5
Qwest Communication     Q        (2,477)      24,926     (509)
SBA Comm. Corp.         SBAC        (19)         934        5
Sepracor Inc.           SEPR       (380)         974      600
St. John Knits Int'l    SJKI        (57)         206       77
US Unwired Inc.         UNWR       (234)         709     (280)
Valence Tech.           VLNC        (57)          16        3
Vector Group Ltd.       VGR         (41)         552      105
Western Wireless        WWCA       (142)       2,665        1
WR Grace & Co.          GRA        (118)       3,101      774
Young Broadcasting      YBTVA        (1)         799       89


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.



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