TCR_Public/041118.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Thursday, November 18, 2004, Vol. 8, No. 253

                          Headlines

2015 FIFTH AVENUE: Case Summary & 2 Largest Unsecured Creditors
AFFINITY TECH: Sept. 30 Balance Sheet Upside-Down by $1.4 Million
AMERCO: Declares $.53125 Quarterly Preferred Stock Dividend
AMERICAN RESIDENTIAL: Fitch Junks Class B Issue
AMERICAN WOOD: Section 341(a) Meeting Slated for Dec. 17

ASSOCIATED WOOD: Case Summary & 20 Largest Unsecured Creditors
ATA AIRLINES: Closes $15 Million DIP Financing with ITFA
ATA AIRLINES: Picks 2 Members as Co-Chairmen for Creditors' Panel
ATA AIRLINES: Sec. 341 Meeting of Creditors Scheduled for Dec. 15
AVAYA INC: Prices $284 Million of 11-1/8% Sr. Notes Due 2009

AVAYA INC: S&P Upgrades Rating on Senior Unsecured Debt to 'B+'
BEAR STEARNS: Poor Performance Cues Fitch to Junk Class BF Issue
BEAR STEARNS: Payoff Prompts S&P to Withdraw Class G's BB+ Rating
BMC INDUSTRIES: B.D. Carlson Takes the Helm as 3 Executives Resign
BNS CO: Posts $629,000 Third Quarter Net Loss Following Asset Sale

BRUENERS HOME: Hires IP Recovery as I.P. Disposition Agent
BREUNERS HOME: Can Continue Hiring Ordinary Course Professionals
BUFFALO MOLDED: Hires Campbell Levine as Local Bankruptcy Counsel
BUFFALO MOLDED: Look for Bankruptcy Schedules on Nov. 30
BURLINGTON: Trust Signs Settlement Pact with UAE Mecklenburg

CANBRAS COMMS: Horizon Asserts $24.7 Mil. Indemnification Claim
CAPITAL GUARDIAN: Fitch Junks $15 Million Preference Shares
CARE CONCEPTS: New CUSIP Number Issued to Reflect Name Change
CARROLS CORP: S&P Puts B+ Rating on Planned $250M Sr. Sec. Loan
CATHOLIC CHURCH: Tucson Tort Committee Retains Stinson as Counsel

CBD MEDIA: Third Quarter Net Revenue Up 1% to $21,700,000
CHARTER COMMS: Moody's Junks $750M Senior Unsec. Convertible Notes
CHARTER COMMS: Fitch Junks $750 Million Convertible Senior Notes
CONTECH PACKAGING: Case Summary & 20 Largest Unsecured Creditors
COVANTA ENERGY: Settles Dispute on Nixon Peabody's $272K Claim

COVANTA ENERGY: Lake II's Schedule of Assumed Contracts & Leases
COVENTRY HEALTH: Names Dale B. Wolf as Chief Executive Officer
CROWN PACIFIC: Unable to File Third Quarter Financials
DANA CORP: S&P Upgrades Corporate Credit Rating to BBB- from BB
DAVCRANE INC: Case Summary & 20 Largest Unsecured Creditors

DELTA AIR LINES: Reports September 2004 Quarter Results
ELECTRIC MACHINERY: Bankruptcy Court Confirms Reorganization Plan
EMPIRE FINANCIAL: Sept. 30 Balance Sheet Upside-Down by $1.8 Mil.
ENRON CORP: Plan of Reorganization Declared Effective
ENRON: CCE Holdings Joint Venture Completes CrossCountry Purchase

ENRON CORP: Court Approves Settlement Agreement with ETOL
EXIDE TECHNOLOGIES: Castlerigg Discloses 7.5% Equity Stake
EXIDE TECHNOLOGIES: S&P Revises Outlook on BB- Rating to Negative
FABRICATION & DESIGN: Voluntary Chapter 11 Case Summary
FINOVA GROUP: Reports Status of Senior Notes Prepayment

FLAVIUS CDO: Fitch Affirms Junk Ratings on Four Note Classes
FULTON VILLAGE: Case Summary & 20 Largest Unsecured Creditors
GLOBAL CROSSING: Court Permits AGX Trustee to Examine 16 Parties
GLOBALNET INT'L: Parent Inks Lease Settlement Pact with Cisco
GRAFTECH FINANCE: Moody's Rates Proposed Senior Sec. Facility Ba3

GRAFTECH FINANCE: S&P Rates Proposed $225M Credit Facility 'BB-'
HAYES LEMMERZ: Will Host 3rd Quarter Conference Call on Dec. 10
HEALTH & NUTRITION: Sept. 30 Balance Sheet Upside-Down by $828K
INTERSTATE BAKERIES: Section 341 Meeting Reset to Dec. 15
K. HOVNANIAN: Moody's Places Ba3 Rating on $100M Senior Sub. Notes

KMART HOLDING: Merges with Sears to Create 3rd Largest Retailer
LEVEL 3: Moody's Assigns B3 Rating to Proposed $450 Mil. Facility
LEVEL 3: Fitch Junks Planned $200 Million Senior Convertible Notes
MICROCELL TELECOMMS: Moody's Withdraws Ratings After Debt Payment
NAPIER ENVIRONMENTAL: Reports Third Quarter 2004 Financial Results

NATIONAL MUSIC: Case Summary & 20 Largest Unsecured Creditors
NEVADA POWER: S&P Assigns 'BB' Rating to $250 Million Bonds
NEXTEL PARTNERS: Subscriber Growth Cues Moody's to Upgrade Ratings
OGLEBAY NORTON: Judge Rosenthal Confirms Plan of Reorganization
PAXSON COMMS: Third Quarter EBITDA Up $2.2 Million From 2003

PINNACLE FOODS: Moody's Changes Ratings Outlook to Negative
PINNACLE FOODS: Weak Half-Year Performance Cues S&P to Cut Ratings
POWDER SPRINGS: Wants to Hire Paul Reece as Bankruptcy Counsel
POWDER SPRINGS: Section 341(a) Meeting Slated for Dec. 16
PREMCOR REFINING: S&P Affirms 'BB-' Corporate Credit Rating

PRESTIGE BRANDS: S&P Low-B & Junk Ratings on CreditWatch Positive
REGENCY GAS: Moody's Assigns Low-B Ratings to Debts
RELIANCE GROUP: Inks $30 Million Settlement with John Hancock
RIG VENTURES INC: Case Summary & 18 Largest Unsecured Creditors
SAFETY-KLEEN: Wants Claims Objection Deadline Extended to June 16

SBA COMMS: Launches Cash Tender Offer for 10-1/4% Sr. Notes
SIGHT RESOURCE: 2002 & 2003 Financials Still Unaudited
SNACKIE JACK: Ontario Securities Commission Puts Default Status
SPIEGEL INC: Court Allows Deutsche Bank Claim for $24,575,433
SPIEGEL INC: Court Approves IBM Settlement Agreements

SPIEGEL INC: Eddie Bauer Wants to Reject Menlo Park Store Lease
STELCO INC: Inks 20-Month Supply Agreement with General Motors
STORAGE COMPUTER: Recurring Losses Spur AMEX's Delisting Notice
TENNECO AUTOMOTIVE: Moody's Rates Planned $500M Sr. Sub. Notes B3
THOMPSON DINING LP: Case Summary & 20 Largest Unsecured Creditors

UAL CORP: Wants Court Nod to Pay Amendment Fees to DIP Lenders
UAL CORP: Judge Wedoff Approves EPA Settlement Agreement
UAL CORP: Engineers Want Stay Lifted to Pursue California Suit
US AIRWAYS: Progresses in Talks with Flight Attendants
US AIRWAYS: Wants Hilton Hotels to Honor Agreements

VINFRED INTERIOR: Case Summary & 19 Largest Unsecured Creditors
WEIRTON STEEL: Debra Davidson Wants to Pursue Claim
WORLDCOM INC: Disputes HickoryTech's $1.2 Million Claim
WYNN LAS VEGAS: Launches Sr. Debt Offering & Consent Solicitation

* Boston Consulting Welcomes John Rose to New York Office
* Stroock & Stroock Names Four New Partners

                          *********

2015 FIFTH AVENUE: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: 2015 Fifth Avenue Associates, LLC
        542 East Shore Road
        Great Neck, New York 11024

Bankruptcy Case No.: 04-17357

Chapter 11 Petition Date: November 16, 2004

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Jeffrey A. Wurst
                  Ruskin Moscou Faltischek, P.C.
                  190 EAB Plaza, East Tower
                  Uniondale, New York 11556
                  Tel: (516) 663-6535
                  Fax: (516) 663-6678

Total Assets: $2,501,870

Total Debts:    $709,800

Debtor's 2 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
New York State Department of Finance            $6,000
Bank & Assignment Unit
345 Adam Street, 10th Floor
Brooklyn, New York 11201

New York State Department of Taxation             $800
Bankruptcy Section
PO Box 5300
Albany, New York 12205-0300


AFFINITY TECH: Sept. 30 Balance Sheet Upside-Down by $1.4 Million
-----------------------------------------------------------------
Affinity Technology Group, Inc. (OTCBB: AFFI) reported financial
results for the third quarter and nine months ended Sept. 30,
2004.

Revenues for the quarter were $23,000, with a net gain of
$242,000.  For the comparable period in 2003, revenues were $4,000
and the Company reported a net loss of $157,000.  The weighted
average number of shares outstanding during the three months ended
September 30, 2004, was 41.9 million, compared to 41.5 million for
the same period in 2003.

Revenues for the nine months ended September 30, 2004, were
$282,000 and the Company's net loss was $66,000.  In the
comparable nine month period in 2003 revenues were $13,000 and the
net loss was $590,000.  The weighted average number of shares
outstanding during the nine months ended September 30, 2004, was
41.5 million, compared to 41.4 million for the same period in
2003.

Joe Boyle, Affinity's President and Chief Executive Officer,
stated, "The Company reported third quarter net income of $242,000
due to the reversal of $386,000 in litigation expenses we had
previously accrued in conjunction with the jury verdict in the
Temple Ligon trial.  In July the verdict was overturned by the
trial judge and the accrual was reversed.  Over the next several
months we will continue to evaluate our thin capital position in
conjunction with progress by the U.S. Patent and Trademark
Office's reexamination of two of our patents -- U.S. Patent Nos.
5,940,811 and 6,105,007."

               About Affinity Technology Group, Inc.

Through its subsidiary, decisioning.com, Inc., Affinity Technology
Group, Inc., owns a portfolio of patents that covers the automated
processing and establishment of loans, financial accounts and
credit accounts through an applicant-directed remote interface,
like a personal computer or terminal touch screen.  Affinity's
patent portfolio includes U.S. Patent No. 5,870,721C1, No.
5,940,811, and No. 6,105,007.

At Sept. 30, 2004, Affinity Technology's balance sheet showed a
$1,392,293 stockholders' deficit, compared to a $1,441,012 deficit
at Sept. 30, 2003.


AMERCO: Declares $.53125 Quarterly Preferred Stock Dividend
-----------------------------------------------------------
AMERCO (Nasdaq: UHAL), the parent of U-Haul International, Inc.,
Oxford Life Insurance Company, Republic Western Insurance Company
and Amerco Real Estate Company, declared a regular quarterly cash
dividend of $.53125 on its Series A, 8-1/2 percent Preferred Stock
(NYSE: AO+A).  The company also reported the payment of four
quarterly cash dividends that were in arrears on its Series A,
8-1/2 percent Preferred Stock (NYSE: AO+A).  All five quarterly
dividends, totaling $2.65625 per share, will be payable Dec. 1,
2004, to holders of record on Nov. 22, 2004.

"We are pleased to continue our regular quarterly dividends, and
bring current the dividends that were in arrears on the Company's
Series A, 8-1/2 percent Preferred Stock.  These dividend payments
complete the last step of the Company's financial restructuring
and allows us to concentrate all of our efforts on serving
customers," stated Joe Shoen, chairman of AMERCO.  "As we
celebrate 60 years of helping families move, we are proud of the
employees whose hard work and dedication help over 11 million
customers each year with their do-it-yourself moving and storage
needs."

Headquartered in Reno, Nevada, AMERCO's principal operation is U-
Haul International, renting its fleet of 94,000 trucks, 75,000
trailers, and 35,000 tow devices.  U-Haul has also been a leader
in the storage industry since 1974, with over 340,000 rooms and
more than 28.8 million square feet of storage space and over 1,000
facilities throughout North America.  The Company filed for
chapter 11 protection on June 20, 2003 (Bankr. Nev. Case No.
03-52103).  AMERCO's confirmed chapter 11 Plan took effect on
March 15, 2004.  Craig D. Hansen, Esq., Jordan A. Kroop, Esq.,
Thomas J. Salerno, Esq., and Carey L. Herbert, Esq., at Squire,
Sanders & Dempsey LLP, represented the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,042,777,000 in total assets and
$884,062,000 in liabilities.  

                          *     *     *

As reported in the Troubled Company Reporter on June 11, 2004,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Reno, Nevada-based AMERCO.  The outlook is
stable.  At the same time, Standard & Poor's assigned its 'BB'
senior secured bank loan rating to the company's $550 million
secured bank facility, due 2009, its 'B+' rating to the company's
$80 million senior secured notes, due 2009, and its 'CCC+' rating
to the company's preferred stock.  The bank facility is rated two
notches above the corporate credit rating, with a recovery rating
of '1', indicating a high expectation of full recovery of
principal in the event of default.

Proceeds from the bank facility and senior secured notes were used
to repay a portion of the company's debtor-in-possession financing
obligations and payments to various creditors that allowed the
company to emerge from Chapter 11 on March 15, 2004.

"AMERCO's revenues and earnings are expected to improve modestly
over the intermediate term," said Standard & Poor's credit analyst
Kenneth Farer.  "However, upside rating potential will be
constrained by a heavy debt burden, constrained financial
flexibility, and various ongoing investigations."


AMERICAN RESIDENTIAL: Fitch Junks Class B Issue
-----------------------------------------------
Fitch Ratings has taken rating actions on these American
Residential HELT 1998-1:

   * Series 1998-1

     -- Class M-1 affirmed at 'AA';

     -- Class M-2 downgraded to 'A-' from 'A' and removed from
        Rating Watch Negative;

     -- Class B remains at 'CCC'.

The affirmation reflects credit enhancement consistent with future
loss expectations and affects $2,737,396 of outstanding
certificates.

The negative rating action on class M-2 relates to concerns
regarding the adequacy of credit enhancement in the light of
declining collateral performance.  The downgrade affects $198,938
of outstanding certificates.

Since the class M-2 was placed on Rating Watch Negative in May of
2004, the credit enhancement -- in the form of subordination and
overcollateralization -- has increased from 13.31% to 15.85%.  
However, the percentage of delinquent loans has increased from
28.53% to 36% and there have been two months in which losses have
exceeded excess spread.  Furthermore, OC remains below target.
Currently OC stands at $100,263 compared with a target of
$490,904.

The pool factor (outstanding loan principal as a percentage of the
initial loan pool) is currently 23%.


AMERICAN WOOD: Section 341(a) Meeting Slated for Dec. 17
--------------------------------------------------------
The United States Trustee for Region 4 will convene a meeting of
American Wood Preservers Institute, Inc.'s creditors at 11:00
a.m., on December 17, 2004, at the Office of the U.S. Trustee
located in 115 South Union Street, Suite 208 in Alexandria,
Virginia.  This is the first meeting of creditors required under
11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Reston, Virginia, American Wood Preservers
Institute, Inc., filed for chapter 11 protection on Nov. 10, 2004
(Bankr. E.D. Va. Case No. 04-14669).  James Thomas Bacon, Esq., at
Allred, Bacon, Halfhill & Young, represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $50,000 in estimated assets and
more than $100 million in estimated debts.


ASSOCIATED WOOD: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Associated Wood Products, Inc.
        15051 Biscayne Avenue West
        Rosemount, Minnesota 55068

Bankruptcy Case No.: 04-36650

Type of Business:  The Company manufactures specialty wood
                   products.  See http://www.associatedwood.com/

Chapter 11 Petition Date: November 14, 2004

Court: District of Minnesota (St. Paul)

Judge: Dennis D. O'Brien

Debtor's Counsel: Kurt M. Anderson, Esq.
                  PO Box 2434
                  Minneapolis, Minnesota 55402-0434
                  Tel: (612) 333-3185
                  Fax: (612) 333-4001

Financial Condition as of November 6, 2004:

      Total Assets: $1,145,000

      Total Debts:    $985,000

Debtor's 20 Largest Unsecured Creditors:

    Entity                        Nature of Claim   Claim Amount
    ------                        ---------------   ------------
Metro Hardwoods                   Trade                  $54,000
9540 83rd Avenue North
Maple Grove, Minnesota 55369

Northern Forest Products ::C      Trade                  $53,000
2050 Main Street
Centerville, Minnesota 55038

Forest Specialties                Trade                  $34,347

Atlas Staffing                    Trade                  $28,000

US Bank Visa                      Trade                  $12,274

Froehling Anderson                Trade                  $11,395

Baer Supply                       Trade                   $7,020

Saint Croix Hardwoods Inc.        Trade                   $5,699

Youngblood Lumber Company         Trade                   $4,240

Navy Island Plywood Inc.          Trade                   $3,217

Astleford International & Isuzu   Trade                   $3,000

Hardware Distributors             Trade                   $2,920

Industrial Lumber & Plywood Inc   Trade                   $2,412

Diamond Meadow                    Trade                   $2,137

Minneapolis Glass                 Trade                   $2,081

Hancock Tool Company              Trade                   $1,456

Thomas Miller P.A.                Trade                   $1,395

Michael Weinig Inc.               Trade                   $1,344

Stiles Machinery Inc.             Trade                   $1,302

Scherer Brothers Lumber Company   Trade                   $1,206


ATA AIRLINES: Closes $15 Million DIP Financing with ITFA
--------------------------------------------------------
ATA Airlines, Inc., the principal subsidiary of ATA Holdings Corp.
(OTC: ATAH.PK), closed a transaction with the Indiana
Transportation Finance Authority that will provide ATA with over
$15 million of debtor-in-possession financing as it continues to
negotiate a restructuring of its operations with lessors,
creditors and other affected parties.  The Company and ATA are
currently operating as debtors-in-possession in a jointly
administered Chapter 11 case pending in Indianapolis.  The
agreement is subject to approval by the Bankruptcy Court.

"The combination of this DIP financing with the agreement with
AirTran Airways provides a platform from which we can continue
developing our plan for a reorganized ATA.  We are very grateful
for the support demonstrated by the State of Indiana, the City of
Indianapolis and the Indianapolis Airport Authority," said Gilbert
Viets, Executive Vice President and Chief Restructuring Officer.

"I'd like to express particular gratitude on behalf of ATA to
Governor Joe Kernan and Mayor Bart Peterson for their leadership
in issuing this short-term financing that will ensure ATA's
operations while we complete other elements of our restructuring,"
said George Mikelsons, Chairman, President and CEO.

Under the transaction, ATA sold property consisting primarily of
aircraft parts, free and clear of any liens to the ITFA.  The ITFA
in turn leased that property to the IAA and the IAA subleased the
property to ATA.  ATA is obligated to repurchase the property upon
the earlier to occur of the closing of a transaction to transfer
its Chicago-Midway Airport operations, expected to take place in
December of 2004, or Feb. 15, 2005.  As part of the repurchase of
the property, ATA will reimburse the ITFA for interest on the
funds it provided which carry interest at a variable rate,
currently equal to approximately 3% per annum.

As part of the financing, ATA has committed to continue to:

   -- operate from its headquarters in Indianapolis;

   -- maintain substantial hub operations at Indianapolis
      International Airport;

   -- provide passenger service to destinations in Indiana; and

   -- continue to employ a substantial number of Indianapolis-
      based employees.  

A breach of these covenants would likely require ATA to pay a fee
of $1.5 million to the State and the City.

The Bankruptcy Court supervising the Chapter 11 case gave its
interim approval on Nov. 16, 2004.

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: Picks 2 Members as Co-Chairmen for Creditors' Panel
-----------------------------------------------------------------
Nancy J. Gargula, the United States Trustee for Region 10, informs
the United States Bankruptcy Court for the Southern District of
Indiana that the Official Committee of Unsecured Creditors in ATA
Airlines and its debtor-affiliates' Chapter 11 cases selected two
of its members to sit as Co-Chairmen:

     (1) John Hancock Funds
         Arthur Calavritinos
         101 Huntington Avenue
         Boston, MA 02199-7603
         Tel: (617) 375-1929
         Fax: (617) 375-1837
         acalavritinos@jhancock.com
         Lee Crockett
         (617) 375-6869
         hlcrockett@jhancock.com

     (2) Flying Food Group, LLC
         David Cotton      
         212 North Sangamon Street
         Suite 1-A
         Chicago, IL 60601
         Tel: (312) 243-2122 ext. 31
         Fax: (312) 264-2490
         dcotton@flyingfood.com

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA  
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case No. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the  
Debtors filed for protection from their creditors, they listed  
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Sec. 341 Meeting of Creditors Scheduled for Dec. 15
-----------------------------------------------------------------
The United States Trustee for Region 10, Nancy J. Gargula, will
convene a meeting of ATA Airlines and its debtor-affiliates'
creditors on December 15, 2004, at 1:30 p.m., in Room 416A U.S.
Courthouse, in Indianapolis.  This is the first meeting of
creditors required under 11 U.S.C. Section 341(a) in all
bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtors under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA  
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case No. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the  
Debtors filed for protection from their creditors, they listed  
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AVAYA INC: Prices $284 Million of 11-1/8% Sr. Notes Due 2009
------------------------------------------------------------
Avaya Inc. (NYSE: AV), a leading global provider of business
communications software, systems and services, disclosed the
consideration to be paid in its cash tender offer and consent
solicitation with respect to its $284,395,000 aggregate principal
amount of 11-1/8% Senior Secured Notes due 2009.  The Company
received the requisite consents with respect to its consent
solicitation for the adoption of certain proposed amendments to
the indenture pursuant to which the Notes were issued.

The consideration was determined as of 2:00 P.M., New York City
time, on Monday, Nov. 15, 2004, by reference to a fixed spread of
50 basis points above the yield to maturity of the 1.50% U.S.
Treasury Note due March 31, 2006, with respect to the Notes.

The consideration for each $1,000 principal amount of Notes
validly tendered and not validly withdrawn and accepted for
payment is $1,158.95, which includes a consent payment of $30.00
per $1,000 principal amount of Notes tendered on or prior to 5:00
p.m. New York City time, on Nov. 15, 2004, subject to the terms
and conditions set forth in the Offer to Purchase and the
accompanying Letter of Transmittal, and such amount will be paid
promptly following the Price Determination Date.  Noteholders that
validly tender their Notes after 5:00 p.m., New York City time, on
Nov. 15, 2004, and before 5:00 p.m., New York City time, on
Wednesday, Dec. 1, 2004, will receive the Total Consideration
minus the Consent Payment, which will be payable promptly
following the Expiration Date.  In each case, Noteholders who
validly tender their Notes shall receive accrued and unpaid
interest from the last interest payment date to, but not
including, the applicable Settlement Date, payable on the
applicable Settlement Date.  

As of 5:00 p.m., New York City time on Monday, Nov. 15, 2004,
holders of the Notes had tendered $271,090,000 aggregate principal
amount of such Notes (approximately 95.3% of the total outstanding
principal amount), a percentage sufficient to amend the Indenture,
as described in the Offer to Purchase and the accompanying Letter
of Transmittal. The supplemental indenture incorporating the
Proposed Amendments will become effective upon execution by Avaya
and The Bank of New York, as trustee, but will provide that the
Proposed Amendments will not become operative until the time that
Avaya notifies the Trustee and the depositary for the Notes, The
Bank of New York, that the Notes tendered and not validly
withdrawn pursuant to the Offer are accepted for purchase at the
earlier of the Initial Settlement Date or the Final Settlement
Date. If the Offer is terminated or withdrawn, in whole or in
part, or the Notes are not accepted for purchase for any reason,
the Indenture will remain in effect in its present form and the
supplemental indenture will not become operative. The Proposed
Amendments will eliminate substantially all restrictive covenants,
the reporting requirements and certain events of default from the
Indenture, as well as eliminate the requirement under the
Indenture to provide security for the Notes and related provisions
regarding the collateral.

The Offer with respect to the Notes is subject to several
conditions, including the execution of the supplemental indenture
amending the Indenture and other customary conditions.  The terms
of the Offer are described in Avaya's Offer to Purchase and the
accompanying Letter of Transmittal, copies of which may be
obtained from Georgeson Shareholder Communications, the
Information Agent, at (800) 457-5303. Persons with questions
regarding the Offer should contact:

         Citigroup
         Dealer Manager and Solicitation Agent
         (800) 558-3745
         (212) 723-6106

            -- or --

         Georgeson Shareholder Communications
         Information Agent
         (800) 457-5303

Commerzbank Securities and Mitsubishi Securities are acting as Co-
Dealer Managers for the Offer.

This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consent with respect to
the Notes. The Offer is being made solely by the Offer to Purchase
and accompanying Letter of Transmittal.

None of Avaya, the Dealer Manager, the Co-Dealer Managers, the
Trustee, the Depositary or the Information Agent makes any
recommendations as to whether or not holders should tender their
Notes pursuant to the Offer or consent to the Proposed Amendments
to the Notes and the Indenture, and no one has been authorized by
any of them to make such recommendations. Holders must make their
own decisions as to whether to consent to the Proposed Amendments
to the Notes and the Indenture and to tender Notes, and, if so,
the principal amount of Notes to tender.

                        About the Company

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

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

                          *     *     *

Standard & Poor's Ratings Services raised its rating on Basking
Ridge, New Jersey-based Avaya Inc.'s senior unsecured debt to 'B+'
from 'B' to reflect lower amounts of priority secured debt in
Avaya's capital structure.  The corporate credit rating is
affirmed, with a positive outlook.


AVAYA INC: S&P Upgrades Rating on Senior Unsecured Debt to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Basking
Ridge, New Jersey-based Avaya Inc.'s senior unsecured debt to 'B+'
from 'B' to reflect lower amounts of priority secured debt in
Avaya's capital structure.  On November 16, 2004, Avaya announced
it had successfully tendered for $271 million of its outstanding
$284 million of senior secured notes.  Avaya maintains access to
an undrawn $250 million senior secured credit facility, although
the senior unsecured debt holders would not be materially
disadvantaged.  The corporate credit rating is affirmed, with a
positive outlook.

"The ratings reflect Avaya's position in the recovering enterprise
telephony market, along with recent improvements in operating
performance, liquidity, and leverage," said Standard & Poor's
credit analyst Joshua Davis.  Avaya's business profile is
improving after a three-year downturn in enterprise investment in
telephony products and systems, with better market conditions and
reduced operating costs resulting in recovering profitability.  At
the same time, improved balance-sheet liquidity and deleveraging
is contributing to an improved financing profile.

Avaya reported revenues for the September 2004 quarter of
$1.1 billion, up 11% year-over-year, a modest acceleration from
the 9% and 6% year-over-year growth generated in the June and
March 2004 quarters, respectively.  EBITDA margins improved to an
estimated 14.6% in the September 2004 quarter from 12.4% in the
June quarter, and 10.0% in the March quarter, reflecting top-line
improvements combined with restructuring actions taken in earlier
periods that have reduced the company's operating cost base.  
Greater volumes of business should continue helping Avaya meet
margin expansion goals.  Recent acquisition activity has the
potential to strengthen Avaya's business profile, particularly the
announced acquisition of Germany-based Tenovis, which will
increase Avaya's position in Europe.


BEAR STEARNS: Poor Performance Cues Fitch to Junk Class BF Issue
----------------------------------------------------------------
Fitch has taken rating actions on these Bear Stearns ABS issues:

   * Series 1999-2 group 1

     -- Class A affirmed at 'AAA';
     -- Class MF1 affirmed at 'AA';
     -- Class MF2 affirmed a 'BBB';
     -- Class BF downgraded to 'CCC' from 'B'.

   * Series 1999-2 group 2

     -- Class A affirmed at 'AAA';
     -- Class MV1 affirmed at 'AAA';
     -- Class MV2 affirmed at 'A';
     -- Class BV downgraded to 'B' from 'BB';

The affirmations reflect credit enhancement consistent with future
loss expectations and affect $31,241,714 of outstanding
certificates.

The negative rating actions on classes BF from group 1 and BV from
group 2 are the result of poor collateral performance, losses
incurred to date, and future loss expectations in relation to
credit support levels.  The downgrades affect $6,547,533 of
outstanding certificates.

Series 1999-2 is backed by two collateral loan groups: group 1
(fixed-rate) and group 2 (adjustable-rate) originated by Conseco
Finance Corporation (69.17%) and Amresco Residential Mortgage
Corporation (20.92%) and five other originators (9.91%).  EMC
Mortgage Corporation, rated 'RPS1' by Fitch, is the master
servicer.  The group 1 and group 2 mortgage pools are not
cross-collateralized.  However, there is limited
cross-collateralization in the form of excess spread.

In group 1, the three-month average monthly loss, after
application of excess spread, is approximately $145,108.  High
losses have resulted in the decline of overcollateralization to
approximately $654,326.  When this transaction was last reviewed
in August 2004, there was $860,110.24 of OC outstanding, so OC
depleted by approximately $205,784 in two months.  In addition, as
of the October 2004 distribution, the 90 plus delinquency
(including bankruptcies, foreclosures, and real estate owned)
stands at 24.71%.  The pool factor (outstanding loan principal as
a percentage of the initial loan pool) is currently 23%.

In group 2, the three-month average monthly loss, after
application of excess spread, is approximately $62,402.  As with
group 1, the level of OC has been decreasing and currently stands
at $575,832.  In addition, the 90 plus delinquency is currently
31.22%.  The pool factor is currently 11%.


BEAR STEARNS: Payoff Prompts S&P to Withdraw Class G's BB+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on seven
classes of Bear Stearns Commercial Mortgage Securities, Inc.'s
commercial mortgage pass-through certificates from series
2003-WEST.  At the same time, two other ratings from the same
transaction are withdrawn following payoff.

On October 26, 2004, a payment was made to de-leverage the
transaction in conjunction with the initial public offering of
Sunstone Hotel Investors, Inc., the sponsor of the properties.   
This payment was applied to pay off $54.5 million of mezzanine
loans and the entire F and G certificates.  In addition, the class
E certificates were reduced by $4,154,353.  The outstanding
mortgage pool balance is now $176,509,965.

While the de-leveraging payment reduced the in-trust balance of
the mortgage pool by $38.2 million, the payment was applied from
the bottom of the capital structure up.  As a result, the
remaining senior classes were relatively unaffected.

A number of the certificates were downgraded in September 2004.
The operating performance has changed little since the last
downgrade, and it remains on track to meet management's budget for
2004.  The net cash flow for the first nine months of 2004 is 16%
above the NCF for the same period of last year, but still
significantly below the levels underwritten at issuance.

This transaction consists of one loan secured by 11 cross-
collateralized and cross-defaulted full-service hotels:

         * the Hilton Huntington,
         * Marriott Troy,
         * Marriott Tyson's Corner,
         * Marriott Philadelphia West,
         * Hyatt Newporter,
         * Hilton Delmar,
         * Marriott Houston Greenspoint,
         * Valley River Inn,
         * Radisson Fort Magruder,
         * Doubletree Minneapolis, and
         * Radisson Englewood.

The loan matures January 2006, and there are two, one-year
extensions available.

Prior to the closing of the loan, the debt service coverage ratio
-- DSCR -- fell below 1.10x (the default determination ratio),
triggering a DSCR excess cash sweep event.  Pursuant to the loan
agreement, all excess cash is held until the default determination
ratio is achieved for two consecutive quarters.  If the funds have
not been released to the borrower prior to the loan maturity date,
the funds may be applied to the loan payoff.  In addition, the
borrower is permitted to use funds from the cash trap to fund PIP
requirements.  As a result, the cash trap balance, which was
$1.7 million in March 2004, has been reduced to $0.7 million as of
November 2004.
   
                        Ratings Affirmed
   
        Bear Stearns Commercial Mortgage Securities Inc.
      Commercial mortgage pass-thru certs series 2003-WEST
    
                        Class    Rating
                        -----    ------
                        A        AAA
                        B        AA
                        C        A-
                        D        BBB+
                        E        BBB
                        X-1      AAA
                        X-2      AAA
   
                       Ratings Withdrawn
   
        Bear Stearns Commercial Mortgage Securities Inc.
      Commercial mortgage pass-thru certs series 2003-WEST
   
                               Rating
                   Class   To           From
                   -----   --           ----
                   F       N.R.         BBB-
                   G       N.R.         BB+


BMC INDUSTRIES: B.D. Carlson Takes the Helm as 3 Executives Resign
------------------------------------------------------------------
On November 2, 2004, three officers resigned from their positions
at BMC Industries, Inc.:

     Name                       Position
     ----                       --------
     Douglas C. Hepper          Chairman of the Board
                                Chief Executive Officer
                                President

     Curtis E. Petersen         Senior Vice President, Finance
                                Chief Financial Officer

     Richard G. Faber           Controller

Effective as of November 3, 2004, Bradley D. Carlson, 39, has been
appointed Chief Executive Officer and Chief Financial Officer of
BMC Industries.  Mr. Carlson will oversee the Company's efforts to
confirm a Chapter 11 plan of reorganization in the Company's
bankruptcy cases filed in the United States Bankruptcy Court for
the District of Minnesota.  

Mr. Carlson joined BMC in September 1999 as Treasurer.  From
July 1992 to September 1999, Mr. Carlson held various positions
with Northwest Airlines, Inc., a commercial air travel carrier,
most recently as Director of Corporate Finance.  Mr. Carlson
served as an Associate with Kidder Peabody, Inc., an investment
banking firm, in 1991 and as a Corporate Finance Analyst with Dain
Rauscher Incorporated, an investment banking firm, from December
1987 to June 1990.

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


BNS CO: Posts $629,000 Third Quarter Net Loss Following Asset Sale
------------------------------------------------------------------
BNS Co. (OTCBB:BNSXA) reported a $629,000 net loss for the third
quarter ended Sept. 30, 2004.  The loss for the quarter included
an adjustment to insurance expense of $301,000 resulting from a
change in an insurance policy that was prepaid in 2003. This
policy was purchased in anticipation of company's liquidation
after the sale of its U.K. assets.  As the company did not
liquidate, the policy was revised and, after a credit from the
insurer, the remaining prepaid premium was expensed.  The balance
of the quarter's loss arose from normal overhead costs and the
costs of exploring strategic alternatives.  The company had no
revenue in the quarter.

Following its June 11, 2004 Annual Meeting, the company initiated
a search for a suitable acquisition candidate or merger partner.
Management and the Board of Directors have reviewed a number of
merger and acquisition proposals, and continue to search for a
suitable partner.

Michael Warren, President and CEO, indicated that with the sale of
its U.K. assets, consummated in June, and the 2003 sale of the its
Rhode Island property, the company now has in excess of
$21 million in unrestricted cash and marketable securities, and
has no debt.  "The company has everything in place to close a
deal," Mr. Warren said.  "The acquisition of, or merger with, an
operating business will allow the company to preserve the use of
it's approximately $45 million in net operating loss
carry-forwards to offset otherwise taxable earnings.  The company
is continuing to successfully resolve, through settlement or
dismissal, its contingent product liability claims."

                        Results of Operations

Nine Months Ended Sept. 30, 2004,
Compared to Sept. 30, 2003

The Loss from Continuing Operations amounted to $1,749,000 for the
nine months ended September 30, 2004.  This is compared with an
operating loss of $2,579,000 for the nine months ended Sept. 30,
2003.  The Company has continued to reduce corporate level
administration expenses over last year.  Both periods include
legal and professional costs incurred in connection with the sale
of assets and exploration of strategic alternatives.  The
operating loss in the nine months ended September 30, 2003,
included $475,000 pertaining to the accrual for sales and use tax
examination liabilities.  This additional accrual was the result
of additional sales and use tax liabilities, which became known
during the quarter ended June 30, 2003.

No interest expense was incurred for the nine months ended
September 30, 2004, compared with interest expense of $55,000 for
the nine months ended September 30, 2003.  As a result of the
rental operations of the Rhode Island Facility being reclassified
to discontinued operations, the entire interest expense represents
interest owed on an outstanding liability to a former CEO of the
Company.  The decrease in the amount of interest expense is
attributable to the fact that this liability was paid in 2003.

Other income, net amounted to $169,000 for the nine months ended
September 30, 2004, compared with $46,000 for the nine months
ended September 30, 2003.  Other income, net in the nine months
ended September 30, 2004, consists primarily of interest income.
Other income, net in the nine months ended September 30, 2003,
consisted of interest income and income related to the
cancellation of insurance on executives no longer with the
Company.  Interest income increased primarily as a result of
higher cash balances in the nine months ended September 30, 2004.

No income taxes are provided for the U.S. operation as the Company
has substantial net operating losses from prior years that are
available to offset otherwise taxable current earnings.

Discontinued operations amounted to income of $9,412,000 for the
nine months ended September 30, 2004, compared with income of
$16,102,000 for the nine months ended September 30, 2003.  The
income reported in discontinued operations in 2004 contains
primarily the gain on sale of the Company's U.K. property of
$9,309,000.  The income reported in 2003 was related to the rental
operations of the Rhode Island Property and the U.K. Property
(before the later sale of each property).

Liquidity and Capital Resources

The Company had unrestricted cash of $16,400,000 at September 30,
2004.  This is an increase from the cash balance at December 31,
2003, of $14,101,000.  The increase is primarily attributable to
the net proceeds from the sale of the Company's U.K. property
amounting to $9,654,000.

There is no assurance that the future months' expenses of the
Company will not be greater than anticipated, or that its expected
cash flow will not be less than anticipated, and that a liquidity
problem may not arise as a result of poor economic conditions,
environmental problems or expenses of maintaining the Company as a
"public" reporting company.

At present, the Company has no active trade or business
operations.  The Company's ability to continue as a going-concern
relies on its ability to achieve positive cash flow from
investment earnings on its undistributed cash, or from earnings
that may be generated by a business that may be acquired.

Cash Flow and Working Capital

Net cash used in operations for the nine months ended Sept. 30,
2004, was $7,410,000.  The Company had working capital related to
continuing operations of $20,656,000 at September 30, 2004, and
$13,879,000 at December 31, 2003.  This increase in working
capital is primarily the result of the disposal of assets during
the nine months ended September 30, 2004.

                       Going Concern Doubt

The Company received a report from its independent auditors for
the year ended Dec. 31, 2003, containing an explanatory paragraph
stating that the Company's recurring operating losses from
continuing operations and the Company's intention to sell its
remaining assets and liquidate or seek other strategic
alternatives raise substantial doubt about the Company's ability
to continue as a going concern.

                        About the Company

BNS Co., formerly known as Brown & Sharpe Manufacturing Company,
is a Rhode Island icon and one of the oldest corporations in
America.  Established in 1833, it played a significant role in the
industrial revolution as an innovative manufacturer of machine
tools and precision measurement instruments.  It has been in
continuous operation since then, but in recent years began
gradually selling its operating units and other assets.

                          *     *     *

As reported in the Troubled Company Reporter on June 18, 2004, BNS
Co. (OTCBB:BNSXA) completed the sale of the company's U.K. assets,
consisting of approximately 86.5 acres of land currently operated
as a landfill near Heathrow Airport, for an aggregate of
5.5 million British Pounds.  A portion of the sales price has been
placed in escrow pending resolution of certain U.K. Tax Issues,
and there will be a post closing adjustment for the net working
capital of the company's U.K. Subsidiary.  The terms of the sale
are fully described in the company's Proxy Statement filed with
the SEC prior to its June 11 Annual Meeting, at which the
shareholders approved the sale.


BRUENERS HOME: Hires IP Recovery as I.P. Disposition Agent
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Breuners Home Furnishings Corp. and its debtor-affiliates
permission to employ IP Recovery, Inc., as their intellectual
property disposition agent.

IP Recovery will:

    a) conduct an investigative audit of the Debtors' Intellectual
       Property Assets;

    b) evaluate the Debtors' right to sell the Intellectual
       Property Assets;

    c) make contact with vendors, licensors, and granting
       authorities in seeking consent to assign or transfer the
       Debtors' Intellectual Property Assets licenses;

    d) work with the Debtors' counsel to develop template
       contracts and agreements for the purpose for facilitating
       the dissemination of database samples and any other
       sensitive information that is required to facilitate a sale
       transaction of the Intellectual Property Assets;

    e) identify potential acquirers of the Intellectual Property
       Assets and solicit their interests on behalf of the Debtors
       by demonstrating the Assets and related supporting
       documentation on the IP Recovery website and the Debtors'
       website;

    f) develop and disseminate marketing material to promote the
       sale of the Intellectual Property Assets;

    g) identify and engage facilitators, agents and consultants on
       behalf of the Debtors to dispose of the Intellectual
       Property Assets at the sole expense of IP Recovery to cover
       any third-party fees and commissions;

    h) recommend potential structures for sale and auction
       processes to be used to dispose of the Intellectual
       Property Assets in the immediate near term;

    i) negotiate structuring potential "stalking horse" contracts
       with appropriate acquirers of the Intellectual Property
       Assets, including providing aide to the Company in
       negotiating sale transaction with any previous interested
       parties; and

    j) collect and analyze appropriate data in connection with
       recommending sale transaction to dispose of the
       Intellectual Property Assets in the market in order to
       maximize the value of the Debtors' estates and their
       parties-in-interest.

Jay D. Lussan, IP Recovery Chairman, discloses that professionals
of the Firm performing services for Breuners Home will charge $550
per hour.

Mr. Lussan reports IP Recovery's terms of compensation:

   a) the Firm will receive a $25,000 fee for the investigative
      audit of the Debtor's Intellectual Property Assets;

   b) the Firm will receive a success fee equal to 30% of the
      Gross Consideration received by the Debtors for a successful
      sale transaction of the Intellectual Property Assets; and

   c) the Firm will receive a $15,000 preliminary marketing budget
      for direct expenditures necessary for the disposition of the
      Debtors' Intellectual Property Assets.

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

Headquartered in Lancaster, Pennsylvania, Breuners Home  
Furnishings Corp. -- http://www.bhfc.com/-- is one of the   
largest national furniture retailers focused on the middle to  
upper-end segment of the market.  The Company, along with its  
debtor-affiliates, filed for chapter 11 protection on July 14,  
2004 (Bankr. Del. Case No. 04-12030).  Great American Group,
Gordon Brothers, Hilco Merchant Resources, and Zimmer-Hester were
brought on board within the first 30 days of the bankruptcy filing
to conduct Going-Out-of- Business sales at the furniture
retailer's 47 stores.  Bruce Grohsgal, Esq., and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub,
represent the Debtors in their restructuring efforts.  The Company
reported more than $100 million in estimated assets and debts when
it sought protection from its creditors.


BREUNERS HOME: Can Continue Hiring Ordinary Course Professionals                 
----------------------------------------------------------------                 
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware gave Breuners Home Furnishings Corp. and its
debtor-affiliates permission to continue to retain, employ and pay
professionals they turn to in the ordinary course of their
businesses without bringing formal employment applications to the
Court.

In the day-to-day operation of their businesses, the Debtors
regularly call upon certain professionals, including attorneys,
accountants and consultants to provide them with services that are
not directly related to their chapter 11 cases.

Because of the nature of the Debtors' businesses, it would be
unduly burdensome on the part of the Debtors, the Ordinary Course
Professionals and the Court to require each of the Professional to
apply separately for approval of its employment and compensation.

The Debtors explain that the uninterrupted services of their
Ordinary Course Professionals are necessary for their ongoing
business operations and to preserve the value of their assets and
estates.

The Debtors assure that Court that:

    a) no Ordinary Course Professional will be paid more than
       $1,000 per month;

    b) in the event that an Ordinary Course Professional's fees
       and disbursements exceeds $1,000 in any given month, that
       Professional will apply for a formal approval to the Court;

    c) every January 31, April 30, July 31, and October 31 of
       every year that the Debtors' chapter 11 case is still
       pending, they will file a statement with the Court and
       serve a copy of that statement to the Office of the U.S.
       Trustee, the Debtors' counsel, and counsel to the Official
       Committee of Unsecured Creditors that contains:

          (i) the name of the Ordinary Course Professional,

         (ii) the aggregate amounts paid as compensation for
              services rendered and reimbursement of expenses
              incurred by the Ordinary Course Professional, and

        (iii) a general description of the services rendered by
              each of the Ordinary Course Professional;

    d) each of the Ordinary Course Professional to be retained
       will submit to the Court and to the Debtors' counsel an
       Affidavit of Disinterestedness stating that the
       Professional does not represent any interest adverse to the  
       Debtors or their estates; and

    e) no Ordinary Course Professional will be involved in the
       administration of the Debtors' chapter 11 case.

Headquartered in Lancaster, Pennsylvania, Breuners Home  
Furnishings Corp. -- http://www.bhfc.com/-- is one of the   
largest national furniture retailers focused on the middle to  
upper-end segment of the market.  The Company, along with its  
debtor-affiliates, filed for chapter 11 protection on July 14,  
2004 (Bankr. Del. Case No. 04-12030).  Great American Group,
Gordon Brothers, Hilco Merchant Resources, and Zimmer-Hester were
brought on board within the first 30 days of the bankruptcy filing
to conduct Going-Out-of- Business sales at the furniture
retailer's 47 stores.  Bruce Grohsgal, Esq., and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub,
represent the Debtors in their restructuring efforts.  The Company
reported more than $100 million in estimated assets and debts when
it sought protection from its creditors.


BUFFALO MOLDED: Hires Campbell Levine as Local Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
gave Buffalo Molded Plastics, Inc., permission to employ Campbell
& Levine, LLC, as its local bankruptcy counsel.

Campbell & Levine will:

    a) provide counsel with respect to the Debtor's power and duty
       as a debtor-in-possession in the continued operation of its
       business and management of its assets, and with respect to
       the administration of the Debtor's estates;

    b) take all necessary actions to protect and preserve the
       Debtor's estate including:

           (i) prosecuting actions on the Debtor's behalf,

          (ii) defending any actions commenced against the Debtor,

         (iii) negotiating litigation in which the Debtor is
               involved, and

          (iv) objecting to claims filed against the Debtor's
               estate;

    c) prepare on the Debtor's behalf all necessary motions,
       answers, orders, reports and other legal papers in
       connection with the administration of the Debtor's estate;
       and

    d) provide all other legal services to the Debtor in
       connection with the formulation and implementation of a
       plan of reorganization and all other legal services as the
       Debtor may request.

David B. Salzman, Esq., a Senior Member at Campbell & Levine, is
the lead attorney for the Debtor's restructuring.  Mr. Salzman
discloses that the Firm received a $50,000 retainer.  For his
professional services, Mr. Salzman will bill the Debtor $375 per
hour.

Mr. Salzman reports Campbell & Levine's professionals bill:

    Professional         Designation      Hourly Rate
    ------------         ------------     -----------
    Stanley E. Levine    Senior Member       $375
    Douglas A. Campbell  Senior Member        375
    Philip E. Milch      Junior Member        315
    Roger M. Bould       Junior Member        290
    Ronald B. Roteman    Junior Member        275
    Erik Sobkiewicz      Associate            250
    Paul J. Cordaro      Associate            190
    Salene R. Mazur      Associate            190
    Mark S. Frank        Counsel              300
    Jonathan G. Babyak   Counsel              225
    Rudy A. Fabian RAF   Counsel              240
    Suzanne D Schreiber  Paralegal            100
    Michele Kennedy      Paralegal            100
    Theresa M. Matiasic  Professional Staff    50

Headquartered in Andover, Ohio, Buffalo Molded Plastics, Inc., dba
Andover Industries, -- http://www.andoverplastics.com/-- is  
engaged in the molding industry.  The Company filed for chapter 11
protection on Oct. 21, 2004 (Bankr. W.D. Pa. Case No. 04-12782).  
When the Debtor filed for chapter 11 protection, it estimated
assets and debts in the $10 million to $50 million range.


BUFFALO MOLDED: Look for Bankruptcy Schedules on Nov. 30
--------------------------------------------------------                       
The U.S. Bankruptcy Court for the Western District of Pennsylvania
gave Buffalo Molded Plastics, Inc., more time 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 tells the Court that it is still in the process of
closing its books and records and has not had sufficient time to
collect and assemble all the requisite financial data and other
information required for the Schedules.

The Debtor adds that collection of the necessary information for
the Schedules requires an expenditure of additional time and
effort on the part of its principals and employees.

The Debtor assures the Court that the extension will give it more
time to diligently compile all the information necessary to
complete the Schedules on or before the November 30 deadline.

Headquartered in Andover, Ohio, Buffalo Molded Plastics, Inc., dba
Andover Industries, -- http://www.andoverplastics.com/-- is  
engaged in the molding industry.  The Company filed for chapter 11
protection on Oct. 21, 2004 (Bankr. W.D. Pa. Case No. 04-12782).
David Bruce Salzman, Esq., at Campbell & Levine, LLC, represents
the Company.  When the Debtor filed for chapter 11 protection, it
estimated assets and debts in the $10 million to $50 million
range.


BURLINGTON: Trust Signs Settlement Pact with UAE Mecklenburg
------------------------------------------------------------
UAE Mecklenburg Cogeneration, LP, asserted a $9,588,894 general  
unsecured claim in Burlington Industries, Inc., and its debtor-
affiliates' Chapter 11 cases, on account of damages arising from
the rejection of an executory contract.
  
Rebecca L. Booth, Esq., at Richards, Layton & Finger, P.A., in  
Wilmington, Delaware, relates that the BII Distribution Trust and  
Virginia Electric and Power Company, doing business as Dominion  
Virginia Power, as successor-in-interest to UAE, entered into a  
Release and Settlement Agreement to resolve the claim.  Pursuant  
to the Settlement, the parties agree that:

   (1) Dominion Virginia will be granted an allowed claim for
       $3,600,000 to be treated as a Class 4 Claim under the  
       Plan;

   (2) the Trust will pay $858,794 or 24% of the Allowed Claim to
       Dominion Virginia without delay, with the remaining
       distribution to be made in accordance with the provisions
       of the Plan governing distributions to holders of Class 4
       Claims;

   (3) any proofs of claim filed by, or scheduled on behalf of,   
       UAE Mecklenburg will be permanently reduced in the  
       aggregate to the amount of the Allowed Claim;

   (4) all other claims filed and asserted by UAE Mecklenburg in
       the Debtors' bankruptcy cases will be deemed withdrawn
       with prejudice; and

   (5) Dominion Virginia will release the Debtors, the Estates
       and the Trust from any and all claims or rights originally
       asserted by UAE Mecklenburg.

The Trust asks the U.S. Bankruptcy Court for the District of
Delaware to approve the Settlement.

Headquartered in Greensboro, North Carolina, Burlington  
Industries, Inc. -- http://www.burlington-ind.com/-- was one of   
the world's largest and most diversified manufacturers of soft  
goods for apparel and interior furnishings.  The Company filed  
for chapter 11 protection in November 15, 2001 (Bankr. Del. Case
No. 01-11282).  Daniel J. DeFranceschi, Esq., at Richards, Layton  
& Finger, and David G. Heiman, Esq., at Jones Day, represent the  
Debtors.  WL Ross & Co. LLC purchased Burlington Industries and  
then sold the Lees Carpets business to Mohawk Industries, Inc.   
Combining Burlington with Cone Mills, WL Ross created  
International Textile Group.  Burlington's chapter 11 Plan  
confirmed on October 30, 2003, was declared effective on Nov. 10,
2003. (Burlington Bankruptcy News, Issue No. 56; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


CANBRAS COMMS: Horizon Asserts $24.7 Mil. Indemnification Claim
---------------------------------------------------------------
Canbras Communications Corp. (NEX.CBC.H) has received a written
notice from Horizon Cablevision do Brasil, S.A., asserting claims
for indemnification under the Share Purchase Agreement entered
into in respect of the sale of substantially all of the
Corporation's operations to Horizon in December 2003.  The
aggregate amount of claims asserted by Horizon is Reais $57.6
million, or approximately $24.7 million.

Under the terms of the SPA, the Corporation's indemnification
obligations are limited to the balance of the purchase price due
under the SPA, which balance is represented by the one-year
promissory note due on December 19, 2004, in the principal amount
of $10.432 million, plus accrued interest thereon at 10% per
annum.  The Horizon notice asserts a number of claims falling into
approximately 7 categories.  Horizon's notice states that it is a
preliminary list of claims, and that it is reserving its rights to
supplement, review, adjust and otherwise modify its list of claims
in accordance with the SPA.

As of Nov. 17, 2004, Canbras has not received sufficient
information to enable it to assess the validity of the claims nor
the propriety of the demand for indemnification in respect of such
claims.  Although Canbras intends to examine all such claims and,
where appropriate, to contest their validity or propriety or
amount, at this time there can be no assurance that the
Corporation will not ultimately be held to be contractually
responsible for an amount of indemnification that equals the
entire amount of the Note and all accrued interest due thereon.

Canbras has previously estimated that the final distribution of
net proceeds of the Sale Transaction to shareholders would
aggregate approximately $0.30 per share (or $16.5 million)
assuming no unforeseen claims were asserted against the
Corporation.  The Corporation has now received notice of asserted
claims for indemnification under the SPA, and the Corporation
cannot at this time predict the outcome of such asserted indemnity
claims.  Therefore, if the Corporation is ultimately contractually
responsible for some or all of the indemnity claims asserted to
date by Horizon (or for future indemnity claims which may be
validly asserted by Horizon), then the amount of the final
distribution of net proceeds to shareholders will be reduced, and
it is possible that the amount of the final distribution to
shareholders will not include any amounts previously expected to
be received by the Corporation under the Note, representing
approximately $0.21 per share of the originally estimated final
distribution of $0.30 per share, and will be limited to cash on
hand ($7.4 million at September 30, 2004) less expenses incurred
to the time of the making of the final distribution, including
overhead expenses, expenses related to contesting and/or defending
the claims for indemnification asserted by Horizon and expenses
associated with collecting amounts due, if any, under the Note.

Canbras had also previously stated that the final distribution
would be made in one or more installments after the receipt of the
balance of the purchase price payable pursuant to the Note which
is due on December 19, 2004, the satisfaction of all remaining
liabilities of the Corporation and the receipt by the Corporation
of up-dated tax clearance certificates.  As a result of the
receipt of the notice from Horizon, the Corporation cannot at this
time predict the length of time that may be required to finally
settle any issues surrounding the asserted indemnity claims nor to
finally settle any of the lawsuits underlying any valid claims for
indemnification.  Therefore, at this time, the Corporation cannot
predict when the final distribution will be made.


CAPITAL GUARDIAN: Fitch Junks $15 Million Preference Shares
-----------------------------------------------------------
Fitch Ratings downgrades two classes of notes and one class of
preference shares and affirms three classes of notes issued by
Capital Guardian ABS CDO I, Ltd.  These rating actions are
effective immediately:

   -- $53,356,846 class A-1A notes affirmed at AAA;
   -- $145,518,670 class A-1B notes affirmed at AAA;
   -- $47,827,136 class A-1C notes affirmed at AAA;
   -- $70,000,000 class B notes downgraded to BBB from AA-;
   -- $11,563,833 class C notes downgraded to B+ from BBB+;
   -- $15,000,000 preference shares downgraded to CCC from BB-.

The rating action is based primarily upon collateral quality
deterioration over the past year.

Capital Guardian is a collateralized debt obligation managed by
Capital Guardian Trust Company, which closed February 28, 2002.
Capital Guardian is composed of residential mortgage-backed
securities, commercial mortgage-backed securities, asset-backed
securities, CDOs, and corporate debt.  Included in this review,
Fitch discussed the current state of the portfolio with the asset
manager and its portfolio management strategy.  Currently, the
manager has accumulated approximately $22 million of cash in the
principal collection account (as of the October 31, 2004 trustee
report).  The manager indicated that due to the fact that it
cannot identify suitable reinvestments, this cash will be held in
eligible investments until suitable collateral is identified or
the end of the reinvestment period in April 2005 (unless it must
be used for a mandatory redemption due to a coverage test
failure).

Since the last rating action on September 29, 2003, the collateral
has experienced deterioration in credit quality due to downgrades
of several assets, including assets with exposure to manufactured
housing and aircraft leases.  On the October 4, 2004 distribution
date, approximately $7.6 million of cash was used to amortize the
class A notes due to a failure of the class C
overcollateralization test.  However, the test was cured with
available cash.

The weighted average rating factor is currently failing and
increased from 16 ('BB/BB-') as of July 31, 2003, to 23 ('B+/B')
versus a test trigger of 18 ('BB/BB-') as of the most recent
trustee report dated October 2004.  The class A/B OC ratio
decreased from 106.5% to 105.3% versus a test trigger of 104.%.
The class C OC ratio decreased from 102.8% to 101.6% versus a test
trigger of 101.5%.  The class A/B interest coverage ratio
decreased from 186.4% to 119.8% versus a test trigger of 115%.  
The class C interest coverage ratio decreased from 172.71% to
112.7% versus a test trigger of 110%.  There were no assets
classified as defaulted assets.  However, assets rated 'CCC+' or
lower represented approximately 7.26% of the $339,341,791 of total
collateral and eligible investments.

The ratings of the class A and class B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity.  The
rating of the class C notes addresses the likelihood that
investors will receive ultimate interest payments, as per the
governing documents, as well as the aggregate outstanding amount
of principal by the stated maturity.  The rating of the preference
shares addresses the ultimate repayment of the initial preference
share rated balance upon the stated maturity and the ultimate
receipt of payments resulting in a yield of 2%.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates relative to the minimum cumulative default rates
required for the rated liabilities.  As a result of this analysis,
Fitch has determined that the current ratings assigned to the
class B and C notes and the preference shares no longer reflect
the current risk to noteholders.

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 Collateralised Debt
Obligations,' dated September 13, 2004, available on the Fitch
Ratings Web Site at http://www.fitchratings.com/


CARE CONCEPTS: New CUSIP Number Issued to Reflect Name Change
-------------------------------------------------------------
Care Concepts I, Inc., (AMEX:IBD), said Standard and Poors CUSIP
Bureau has issued CUSIP number 458404100 for the common stock of
IBD in connection with the Company's planned name change to
Interactive Brand Development.  Subject to the Nov. 29, 2004
shareholders meeting, IBD is being renamed Interactive Brand
Development, Inc., to better reflect its growing role as a media
holding company, including its 40% equity ownership of Penthouse
Media Group, publisher of PENTHOUSE(TM) Magazine and owner of the
PENTHOUSE trademarks.

"IBD has undergone substantial changes in the past several
months," said IBD Chief Operating Officer Steve Markley.  "The
combination of the Penthouse acquisition, the substantial new
capital from several institutions, new senior management and other
business developments, makes it appropriate that IBD assume a new
name."

Prior to the PENTHOUSE(TM) acquisition, IBD's investments
consisted of an online auction Web site and a sports radio station
plus investments in animation art libraries. As a result of the
PENTHOUSE(TM) investment, a substantial amount of the IBD assets
and anticipated future growth is derived from PENTHOUSE(TM), a
company founded in 1965 by Robert Guccione.

As disclosed in the Company's definitive proxy statement filed on
Form 14A with the U.S. Securities and Exchange Commission, the
formal name change is subject to the shareholders meeting and the
requisite 66.66% votes in favor.  The Company has received
sufficient proxies to carry the name change at the scheduled
November 29, 2004 meeting.  The current Cusip assigned to the
Company's common stock shall remain unchanged until the new name
is formally adopted.

                        About the Company

Care Concepts I, Inc. (AMEX:IBD) is a media and marketing holding
company with significant consumer brand investments.  The company
owns interests in animation brands; adult entertainment brands;
and in online auctions.  The Company's brand investments include
Penthouse Media Group (PMG), publisher of Penthouse Magazine, a
brand-driven global entertainment business founded in 1965 by
Robert C. Guccione.  PMG's flagship PENTHOUSE(TM) brand is one of
the most recognized consumer brands in the world and is widely
identified with premium entertainment for adult audiences.  PMG is
operated by affiliates of Marc Bell Capital Partners, LLC, as a
global multimedia company encompassing Internet distribution
through multiple Web sites, video production, broadcast, clubs and
product licensing.

                          *     *     *

                     Auditors Express Doubt

On January 15, 2003, Care Concepts dismissed Angell & Deering as
its principal accountants and auditors.  A&D's report on the
Company's financial statements expressed substantial doubt about
the Company's ability to continue as a going concern.  On
January 15, 2003, William J. Hadaway was hired to review the
Company's 2002 financial statements.  On October 30, 2003, Care
Concepts dismissed WJH.  WJH shared A&D's doubts.  Effective
October 30, 2003, the Company engaged the accounting firm of
Jewett, Schwartz & Associates as its new independent accountants
to audit the financial statements for the fiscal year ending
December 31, 2003.


CARROLS CORP: S&P Puts B+ Rating on Planned $250M Sr. Sec. Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Syracuse, New York-based Carrols Corp.'s proposed $250 million
senior secured bank loan package.  A recovery rating of '2' was
also assigned to the loan, indicating the expectation for a
substantial recovery of principal (80%-100%) in the event of a
default.

In addition, Standard & Poor's assigned its 'B-' subordinated debt
rating to Carrols' proposed $200 million senior subordinated notes
due 2012.  The ratings on the proposed bank loan and notes
offering are based on preliminary information and are subject to
review upon final documentation.  Proceeds will be used to:

   (1) refinance existing debt;

   (2) pay a distribution to shareholders of approximately
       $141 million; and

   (3) pay transaction costs related to the distribution and the
       new credit facilities.

Outstanding ratings on Carrols, including the 'B+' corporate
credit rating, were affirmed.  The ratings were removed from
CreditWatch, where they were placed with negative implications on
June 23, 2004, due to Carrols' withdrawal of its S-1 registration
to issue $450 million of enhanced yield securities and the
company's indication that it may undertake a debt offering.  The
outlook is negative.

"The ratings reflect Carrols' leveraged capital structure and the
risks of operating in the extremely competitive quick-service
restaurant industry," said Standard & Poor's credit analyst Kristi
Broderick.  "These factors are tempered somewhat by the company's
solid regional presence and generally good operating performance."  
Carrols is the largest franchisee in the domestic franchised
Burger King system, with 351 restaurants in 13 states in the
Northeast, Midwest, and Southeast.  The company also operates and
franchises 85 Pollo Tropical restaurants, primarily located in
Florida, and 133 Taco Cabana restaurants, primarily located in
Texas.


CATHOLIC CHURCH: Tucson Tort Committee Retains Stinson as Counsel
-----------------------------------------------------------------
The Official Committee of Tort Creditors of the Diocese of Tucson
sought and obtained authority from the U.S. Bankruptcy Court for
the District of Arizona to retain Stinson Morrison Hecker, LLP, as
counsel, effective as of Oct. 18, 2004.

Stinson Morrison will provide legal services to the Tucson Tort
Committee, including:

   (a) Analysis of Tucson's financial situations, and rendering
       advice to the Tucson Tort Committee in determining course
       of action necessary to reorganize effectively;

   (b) Preparation of and filing of pleadings and documents which
       may be required;

   (c) Representation of the Tucson Tort Committee at the
       meetings and hearings;

   (d) Representation of the Tucson Tort Committee in any and all
       adversary or contested matters and other court
       proceedings;

   (e) Negotiations with Tucson and other parties-in-interest;

   (f) Investigation of the acts, conduct, assets, liabilities
       and financial condition of Tucson, the operation of
       Tucson's related entities and business interests, and any
       matter relevant to Tucson's case;

   (g) Participation in Tucson's Chapter 11 case to the extent it
       affects the rights and interests of the Diocese's tort
       creditors, including, without limitation, the formulation
       of a Chapter 11 plan of reorganization and confirmation of
       that plan;

   (h) Preparation of a request for appointment of a trustee or
       examiner;

   (i) Preparation, filing and contesting a motion to convert
       Tucson's case to Chapter 7 for a material default in the
       confirmed Chapter 11 plan;

   (j) Performance of any and all other services as are in the
       Tucson Tort Committee's interests relevant to Tucson's
       Chapter 11 case; and

   (k) Other representation as deemed appropriate and necessary
       for the Tucson Tort Committee's benefit.

Thomas Groom, Tucson Tort Committee Chairman, relates that Stinson
Morrison is experienced and is well qualified to represent the
Committee.

The firm's professionals will be compensated based on their
customary hourly rates:

          Attorneys                         $175 to 415
          Paralegals & Document Clerks        45 to 130

Alisa C. Lacey, a partner at Stinson Morrison, attests that the
firm is "disinterested" and does not represent any interest
adverse to Tucson.

Additionally, Ms. Lacey discloses that:

   (a) Stinson Morrison formerly represented the Diocese of
       Phoenix in matters related to sexual abuse cases against
       the Diocese of Phoenix, but the representation was
       terminated substantially before Tucson's bankruptcy case.

   (b) She and other partners, C. Taylor Ashworth, and Warren J.
       Stapleton, during their employment with Osborn Maledon,
       PA, represented a group of sexual abuse plaintiffs.  The
       plaintiffs negotiated a settlement with Tucson two years
       before the Petition Date.  The settling plaintiffs
       currently hold a lien on the real property commonly
       referred to as "Regina Cleri."  Stinson Morrison has not
       represented the settling plaintiffs recently in this case.

   (c) Stinson Morrison represented a group of 24 sexual abuse
       plaintiffs before the Tucson Tort Committee decided to
       retain Stinson Morrison as its counsel.  A Notice of
       Appearance was filed by the firm detailing the names of
       the Plaintiff Group.  Upon retention as counsel to the
       Tucson Tort Committee, Stinson Morrison ceased its
       representation of the Plaintiff Group.  The Plaintiff
       Group is aware of, and approves of the employment of
       Stinson Morrison by the Tucson Tort Committee.

   (d) Stinson Morrison currently represents Bank One in numerous
       matters entirely unrelated to the Tucson case.  Stinson
       Morrison is in the process of seeking appropriate waivers
       from Bank One.  If any directly adverse issues arise with
       respect to Bank One, the Tucson Tort Committee may be
       required to retain special counsel for that purpose.

   (e) Mr. Ashworth and Ms. Lacey have practiced in Chapter 11
       bankruptcy cases in Arizona for many years.  In the course
       and scope of their practice they have referred cases to,
       and received referrals from, and represented, many of the
       attorneys representing various parties in the Tucson case,
       including Quarles & Brady, Lewis & Roca, and Mesch, Clark
       & Rothschild.  However, none of the referrals or
       representations, past or present, has resulted in any kind
       of financial alliance or relationship with the entities
       other than ordinary course professional.

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


CBD MEDIA: Third Quarter Net Revenue Up 1% to $21,700,000
---------------------------------------------------------
CBD Media, LLC, reported results for its third quarter ended
Sept. 30, 2004.

Net revenue in the quarter was $21.7 million, up 1% from $21.6
million in third quarter 2003, and EBITDA was $11.4 million, the
same as third quarter 2003.  Third quarter was the first full
quarter reporting the new revenue billing associated with the June
2004 directories and the 2004 White Pages.  EBITDA represents
earnings before interest, taxes, depreciation and amortization.
EBITDA is included to provide additional information with respect
to our ability to satisfy our debt service, capital expenditure
and working capital requirements.

Cash flow provided by operating activities was $15.1 million for
the quarter ended September 30, 2004, versus cash flow provided by
operating activities of $18.2 million for the quarter ended
September 30, 2003.  Cash decreased in the quarter by $2.0 million
versus a $0.6 million decrease in the same quarter last year.  At
quarter's end, CBD's cash balance was $14.1 million with
outstanding debt of $280.0 million.

On October 26, 2004, CBD's parent, CBD Media Holdings LLC,
completed an offering of $100.0 million of 9-1/4% Senior Notes due
2012, pursuant to a Purchase Agreement, dated October 21, 2004,
between CBD Media Holdings, its parents, CBD Holdings Finance,
Inc., Lehman Brothers, Inc., Banc of America Securities, LLC, and
Goldman, Sachs & Co.  In connection with the offering, CBD
increased the term loan borrowings under its senior credit
facility by $23.0 million.  CBD distributed approximately $7.0
million of cash on hand and $23.0 million of net proceeds of the
increased term loan borrowings to CBD Media Holdings, which, in
turn, distributed such funds, along with the net proceeds of the
Senior Notes offering of approximately $97.0 million, to its
equityholders.

                Third Quarter - Operating Results

Net revenue increased $0.1 million, or 1%, to $21.7 million.
Results for the quarter included the first full quarterly revenue
recognition of the June 2004 directories, including the Greater
Cincinnati edition.  General and Administrative costs increased
$0.5 million for the quarter at $2.2 million, primarily relating
to costs incurred examining alternative capital structure. In
addition, there were decreases in cost of revenue of $0.4 million.
Capital expenditures were $39,000 for the quarter.

                        About the Company

CBD Media, LLC, is the twelfth largest directory publisher in the
United States based on 2003 revenues.  The Company is the
exclusive directory publisher for Cincinnati Bell branded yellow
pages in the Cincinnati-Hamilton metropolitan area, which is the
23rd largest metropolitan area in the country.  CBD Media was
created on March 8, 2002, as the result of the purchase of
fourteen yellow page directories for $343.4 million, by Spectrum
Equity Investors, a private equity firm, from Broadwing, now
renamed Cincinnati Bell.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 21, 2004,
Moody's Investors Service lowered the existing ratings for CBD
Media Holdings, LLC, and CBD Media, LLC, in response to the
company's proposed debt issuance and consequent $127 million
dividend to the equity sponsor, principally Spectrum Equity:

      * the company's senior implied to B2 from B1,
      * senior secured facilities to B1 from Ba3, and
      * senior subordinated notes to Caa1 from B3.

In addition, Moody's assigned a new Caa2 rating for the
$100 million senior note issuance by CBD Media Holdings.  Pro
forma for the transaction, the company's leverage, at 8.1 times
debt-to-cash flow, exceeds the initial March 2002 purchase price
of 7.7 times.  In Moody's view, the increased level of financial
risk is only somewhat mitigated by the modest level of business
risk encountered by CBD, as the incumbent directory operator in
the Cincinnati environs.  This concludes Moody's review for
possible downgrade of the company's ratings, which commenced
October 13, 2004.


CHARTER COMMS: Moody's Junks $750M Senior Unsec. Convertible Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ca rating for the proposed
$750 million issuance of five-year senior unsecured convertible
notes to be issued by Charter Communications, Inc., and affirmed
all existing ratings for the company and its subsidiaries.  The
rating outlook remains stable. Proceeds from the proposed
transaction will mainly be used to refinance existing convertible
notes (about $600 million) that are coming due in October 2005,
with the balance being placed in escrow for the exclusive purpose
of servicing interest on this new obligation.  Moody's does not
believe that the current financing alters the company's capital
structure in any material way; rather, the latest financing merely
extends the company's debt maturity profile and somewhat enhances
what would otherwise be a slowly eroding liquidity profile.

Moody's contends that the company's liability structure remains
wholly incongruous with both its industry and business model.  
This fundamental mismatch continues to drive the Caa1 senior
implied rating.  The Ca rating assigned to the proposed
convertible note issuance specifically recognizes that this debt
represents the junior-most capital in an over-leveraged company,
and remains subject to a less-than 50% look at any residual value
that may come from the company's asset base.  Moody's continues to
believe the debt of the consolidated company is in need of an
ultimate restructuring on a much larger scale.

Charter Communications, Inc.

   * Senior Implied Rating -- Caa1 (affirmed)

   * Senior Unsecured Issuer Rating -- Ca (affirmed)

   * Speculative Grade Liquidity Rating -- SGL-3 (affirmed)

   * Rating Outlook (for all ratings of Charter and its
     subsidiaries) -- Stable (unchanged)

   * $750 million (proposed gross proceeds) of Convertible Senior
     Notes due 2009 -- Ca (assigned)

   * $588 million (remaining amount) of 5.75% Convertible Senior
     Notes due 2005 -- Ca (affirmed, to be withdrawn following
     repayment commensurate with proposed transaction)

   * $156 million (remaining amount) of 4.75% Convertible Senior
     Notes due 2006 -- Ca (affirmed)

Charter Communications Holdings, LLC (CCH)

   * Senior and Discount Notes maturing 2007-2012, coupons 8.25%-
     13.5%, aggregate outstanding approximately $8.9 billion -- Ca
     (affirmed)

CCH II, LLC (CCH II)

   * $1,601 million of 10.25% Senior Notes due 2010 -- Caa1
     (affirmed)

CCO Holdings, LLC (CCO Holdings)

   * $500 million of 8.75% Senior Notes due 2013 -- B3 (affirmed)

Charter Communications Operating, LLC (CCO)

   * $6,500 million of Senior Secured Credit Facilities -- B2
     (affirmed)

   * $1,500 million of Senior Secured (Second Lien) Notes due 2014
     -- B2 (affirmed)

CC V Holdings, LLC (CC V; formerly Avalon Cable, LLC)

   * $113 million of 11.875% Senior Discount Notes due 2008 --      
     Caa1 (affirmed)

Renaissance Media, LLC

   * $114 million of 10% Senior Discount Notes due 2008 -- B3
     (affirmed)

The ratings continue to reflect:

   (1) very high consolidated financial leverage approximating
       10.2x on an adjusted (to include preferred stock) debt-to-
       EBITDA basis;

   (2) operational performance that continues to lag both peers
       and previous management guidance, including more rapid
       erosion of basic subscribers and slower growth in telephony
       and high speed data subscribers;

   (3) the ongoing cash absorptive nature of the company, which is
       expected to continue over at least the next few years,
       particularly as remaining discount notes convert to cash
       pay and capital expenditure requirements remain high; and

   (4) heightened competition from direct broadcast satellite and
       regional Bell operating companies.

However, the ratings also continue to incorporate:

   (1) Moody's belief in the high value of the company's assets,
       including a sizeable (albeit shrinking) subscriber base of
       approximately 6 million; and

   (2) the nominal liquidity improvement resulting from the
       proposed transaction, the absence of which would have
       likely prompted lower senior implied and liquidity ratings,
       while its assumed success confirms Charter's continued
       market access (albeit at a high cost).

Additionally, the recent sale of systems to Atlantic Broadband for
proceeds of approximately $725 million, implying a per subscriber
value of approximately $3,000, supports Moody's belief in the
relative resilience of private market values for cable assets, and
Charter's rating derives strength from the perceived potential for
incremental asset sales if needed to further bolster liquidity
over the interim period prior to the assumed eventual
restructuring of the company's balance sheet.

The stable outlook reflects Moody's opinion that the current
ratings adequately reflect the relative recovery prospects at each
level of the capital structure, as well as the reduced likelihood
of default (and corresponding necessity to lower ratings further)
over the intermediate term following the proposed transaction.  
Moody's continues to believe a more comprehensive restructuring is
necessary, and debt ratings on specific instruments factor in
estimated recovery value in this scenario.  As such, an increase
in the probability of default might lead Moody's to lower the
senior implied rating, but is less likely to impact ratings on
individual debt instruments, as has been the case for some time
now.  Continued weakness in operating performance and evidence of
Charter's inability to alter its fundamentally unsustainable
capital structure could pressure the ratings down.  Conversely,
meaningful balance sheet restructuring achieved through a larger
contribution of new equity (i.e., most likely through the exchange
of a meaningful amount of current debt obligations for common
equity) could provide upward ratings potential.

The SGL-3 liquidity rating continues to reflect the adequacy of
the company's proforma liquidity profile as projected for the next
twelve months.  Inability to generate enough cash to satisfy
substantial and growing capital expenditure and debt service
requirements, offset by a readily accessible revolver with
sufficient capacity over the next 12 months, drives this rating.  
Moody's expects Charter will continue to burn cash over the next
12 months, due to both rising cash interest payments as discount
notes convert to cash pay-status and rising capital expenditures,
but the company benefits from borrowing availability of
$957 million under its $1.5 billion revolving credit facility as
of September 30, 2004.  The proposed transaction does not impact
the credit facilities and should not alter this liquidity.  
Charter is likely to remain in compliance with recently
established covenants over the intermediate term, ensuring
continued access, although potential repayment of approximately
$118 million of stub notes at CCV (if CCH leverage falls below
8.75 times in the fourth quarter of 2004) could reduce capacity by
that amount, since Charter has no other readily accessible source
to fund the payment.

In analyzing Charter from a quantitative perspective, Moody's
notes that in addition to its very high financial leverage, EBITDA
coverage of total interest expense is very thin at just 1.2 times.  
Moreover, while EBITDA coverage of cash interest is currently
about 1.5x, it is likely to decline as discount notes convert to
cash pay-status, falling to an estimated 1.4 times during 2005 and
even lower thereafter.  This coverage causes particular concern
given the capital intensive nature of the cable business in
general and Charter's rising capital expenditures in particular,
as the company attempts to respond to competitive factors through
continued spending on network upgrades and telephony initiatives.  
While most multiple system cable operators have been experiencing
the adverse impact of DBS competition, Charter has been less
successful than most of its peers in stemming basic subscriber
erosion, in Moody's view.  The approximately 450,000 net basic
subscribers Charter has lost since the beginning of 2002 represent
about 7% of its basic subscriber base going into 2002 (both losses
and beginning base adjusted for the sale of certain systems to
Atlantic Broadband in early 2004), and since that time, Charter
has added basic subs in just one quarter -- the September 2003
quarter.  Notwithstanding this erosion, however, Charter has a
still sizeable subscriber base of about 6.1 million, providing a
substantial diversified pool of potential customers as it rolls
out new services, which increases its resilience to
region-specific events.  Charter's assumed ability to refinance
the convertible notes also demonstrates continued access to the
capital markets (albeit on slightly tighter terms given the
prefunded interest and high cost for current equity holders via
substantial dilution) and eliminates the dual risks of a looming
maturity and potential default triggered by the possibility of
receiving a qualified auditors' opinion.

Charter Communications is one of the largest domestic cable
operators serving approximately 6.1 million subscribers.  The
company maintains its headquarters in St. Louis, Missouri with
corporate offices also in Greenwood Village, Colorado.


CHARTER COMMS: Fitch Junks $750 Million Convertible Senior Notes
----------------------------------------------------------------
Fitch Ratings assigned a 'CCC+' rating to a proposed offering of
$750 million of convertible senior notes due 2009 issued by
Charter Communications, Inc.  CHTR expects to use the proceeds
from the offering to prefund a portion of interest payments on the
new notes and to refinance CHTR's 5.75% convertible senior notes
due October 2005, of which approximately $588 million remain
outstanding.  The Rating Outlook is Stable.

The new issuance improves the company's near-term liquidity
profile by addressing the company's scheduled maturity during
2005.  Additionally the issuance provides for liquidity at CHTR to
service interest payments on the new notes without significant
reliance on cash being upstreamed from its subsidiaries.

Fitch's ratings reflect CHTR's highly levered balance sheet and
the negative impact on basic subscriber metrics, revenue, and
EBITDA growth stemming from the high business risks associated
with CHTR's competitive operating environment.  Additionally,
Fitch expects that the company will continue to generate negative
free cash flow given the company's current operating profile and
increasing cash interest requirements on debt that recently has or
is scheduled to convert to cash interest payment in 2005.

During the 12-month period ending September 30, 2004, CHTR has
lost approximately 164,400 basic subscribers reflecting the
negative impact of the competitive pressure from the direct
broadcast satellite operators.  During each of the first three
quarters of 2004, the rate of year-over-year basic subscriber
losses has accelerated.  The DBS operators have reported record
levels of subscriber additions capitalizing on the expanded
availability of local channel services and aggressive customer
premises equipment and service promotions.  The basic subscriber
erosion coupled with slower growth of digital subscribers
(indicative of the company's high digital penetration of 44.3% as
of the end of the third quarter) and the limited ability to
increase prices due to the competitive environment has resulted in
weak video revenue growth relative to its peer group.

Additionally, competitive pressures and rising programming costs
have constrained CHTR's EBITDA growth and margin.  During the
third quarter of 2004, CHTR generated approximately $471 million
of EBITDA, relatively flat compared with the third quarter of 2003
on a pro forma basis.  EBITDA margins declined 230 basis points as
increasing programming and operating costs more than offset the
company's revenue growth.

For the year-to-date period ended September 30, 2004, CHTR
reported a negative $256 million of free cash flow, primarily
driven by increased cash interest expense.  From Fitch's
perspective, the company's ability to generate free cash flow over
the near term is constrained by limited EBITDA growth prospects
and the conversion of discount notes issued by Charter
Communications Holdings, LLC to cash pay interest.  Fitch expects
the cash interest expense to grow during the fourth quarter as the
first cash interest payment on the 9.92% senior discount notes due
2011 was paid, and the 11.75% senior discount notes due 2010 begin
to accrue cash interest in January 2005.  The company's liquidity
position is supported by the $958 million available under the
company's secured credit facility, all of which is available for
borrowing under the covenant structure.  CHTR's leverage metric
was 9.9 times on an LTM basis.  In light of Fitch's expectation of
limited near term EBITDA growth, Fitch does not expect any
meaningful improvement of credit protection metrics.


CONTECH PACKAGING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Contech Packaging, Inc.
        99 Hartford Avenue
        Providence, Rhode Island 02909

Bankruptcy Case No.: 04-13605

Type of Business: The Debtor is a Rhode Island-based medical
                  device contract manufacturer and packager.  The
                  Company also provides associated product design
                  and improvement support, services and assistance
                  to its customers.

Chapter 11 Petition Date: November 16, 2004

Court: District of Rhode Island (Providence)

Judge: Arthur N. Votolato

Debtor's Counsel: Linda Rekas Sloan, Esq.
                  Matthew J. McGowan, Esq.
                  Salter McGowan Sylvia & Leonard
                  321 South Main Street, Suite 301
                  Providence, RI 02903
                  Tel: 401-274-0300
                  Fax: 401-453-0073

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
Bunzl Extrusion               Misc. Goods and           $254,967
Massachusetts                 Services
5997 Collections Center Drive
Chicago, IL 60693

Pierce Refrigeration, Inc.    Misc. Goods and           $217,021
439 East Center Street        Services
P.O. Box 40
West Bridgewater, MA 02379

Alhambra Building Co.         2002-2004                 $214,924
2077 Elmwood Avenue
Warwick, RI 02888

Contech Medical Int'l Ltd.    Misc. Goods and           $108,927
                              Services

CSC Cal Supply Company, Inc.  Misc. Goods and            $44,613
                              Services

Phillips Plastics Corp.       Misc. Goods and            $38,941
                              Services

Prent Corporation             Misc. Goods and            $33,369
                              Services

Salter McGowan Sylvia         Misc. Goods and            $27,678
Leonard                       Services

RDI, Inc.                     Misc. Goods and            $22,730
                              Services

Leroux & Garceau LLP          Misc. Goods and            $22,000
                              Services

Sterling Mfg. Co., Inc.       Misc. Goods and            $20,100
                              Services

Bassi Associates, LLC         Misc. Goods and            $18,355
                              Services

Manan Medical Products, Inc.  Misc. Goods and            $16,248
                              Services

Genesys Consulting Assoc.     Misc. Goods and            $14,659
                              Services

Tua Systems, Inc.             Misc. Goods and            $13,560
                              Services

Town of North Smithfield      Misc. Goods and            $12,808
Tax Collector                 Services

GJ Sales, Inc.                Misc. Goods and            $12,659
                              Services

Consumers Interstate Corp.    Misc. Goods and            $11,474
                              Services

Alliance Precision Plastics   Misc. Goods and            $11,276
Corporation                   Services

UFP Technologies, Inc.        Misc. Goods and             $9,502
                              Services


COVANTA ENERGY: Settles Dispute on Nixon Peabody's $272K Claim
--------------------------------------------------------------
Nixon Peabody, LLP, provided legal services to Covanta Energy
Corporation prior to April 1, 2002, for which Nixon Peabody
asserts the Debtors owe it $272,456.

Nixon Peabody filed two timely proofs of claim, Claim Nos. 1701
and 1706, on account of its claim.

The Reorganized Debtors asked the United States Bankruptcy Court
for the Southern District of New York to disallow and expunge
Claim No. 1706, denying any liability to Nixon Peabody.  The
Reorganized Debtors also sought to transfer and reallocate from
one Debtor's case to multiple other Debtors' cases and to reduce
and allow Claim No. 1701, claiming that they did not owe all of
the $272,456.

After further review and negotiation, the Reorganized Debtors and
Nixon Peabody discovered that a portion of the $272,456 has been
paid.  The parties agreed that the Reorganized Debtors owe Nixon
Peabody $147,371.

The parties also agreed as to which of the Reorganized Debtors owe
the obligation to Nixon Peabody in respect of the Prepetition
Claim.

The parties want to provide for the transfer of Claim No. 1701 to
the appropriate Debtors so that the true liabilities of the
Debtors will be reflected for purposes of distribution and
discharge, and to resolve the matter without further claim
objections or dispute.

In a Court-approved stipulation, the parties agree that:

   (a) Certain of the Reorganized Debtors owe Nixon Peabody
       $126,491 in the aggregate with respect to the Prepetition
       Claim;

   (b) The Prepetition Claim will be resolved as:

       Original   New                                   Allowed
       Claim      Claim    Correct Debtor Co.            Amount
       --------   ------   ------------------           -------
         1701     170101   Three Mountain Power          $2,406
         1701     170102   Covanta Energy Americas       10,650
         1701     170103   Covanta Mid-Conn               1,540
         1701     170104   Covanta Huntington             7,602
         1701     170105   Covanta Onondaga              35,972
         1701     170106   Covanta Fairfax                  134
         1701     170107   Covanta Huntsville               885
         1701     170108   Covanta Indianapolis             257
         1701     170109   Covanta Montgomery             1,045
         1701     170110   Covanta Power Development     15,357
         1706              Covanta Energy Corporation    50,646

   (c) The 11 claims will be deemed allowed claims for
       distribution purposes pursuant to the Plans; and

   (d) Any and all scheduled claims will be superceded by the
       Allowed Claims.

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
its 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)


COVANTA ENERGY: Lake II's Schedule of Assumed Contracts & Leases
----------------------------------------------------------------
Vincent E. Lazar, Esq., at Jenner & Block, LLP, in Chicago,
Illinois, advises the U.S. Bankruptcy Court for the Southern
District of New York that Covanta Lake II, Inc., will assume 13
executory contracts and unexpired leases pursuant to its plan of
reorganization:

     Contract                        Counterparty
     --------                        ------------
     Uniform & Mat Contract          Cintas Corporation
     effective 12/20/00

     Gas line interconnect and       City of Leesburg, Florida
     Procurement of Natural Gas

     Interconnection Agreement       Florida Power Corporation
     dated as of 1/26/1988

     Standard Offer Contract         Florida Power Corporation
     for the Purchase of
     Firm Energy and Capacity
     from a Qualifying Facility
     dated 10/12/88

     Master Services Agreement       Florida Power Corporation
     dated 7/7/1997

     Amendment to Standard Offer     Florida Power Corporation
     Contract, dated 11/2/1989

     Front End Loader Lease          VFS Leasing Co.
     effective 9/27/2001

     Amendment Agreement             Lake County
     (Re Merc. Control Capital
     Addition), dated 1/17/1995

     First Amendment to Addendum     Lake County
     XII to NRG/Lake County
     Agreement, dated 4/10/1990

     First Supplemental Loan         Lake County
     Agreement, dated 10/1/1993

     Loan Agreement                  Lake County
     dated 11/1/1988

     Service Agreement - Addendum    Lake County
     XII as amended and restated
     dated 11/8/1988

     Site Agreement                  Lake County
     dated 11/10/1988

The contracts involving Lake County as counterparty, and any
related claims, are separately treated in Covanta Lake II's Plan.

Covanta Lake II reserves the right to add or remove executory
contracts and unexpired leases to or from the schedule at any time
before the Effective Date of its Plan.

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)


COVENTRY HEALTH: Names Dale B. Wolf as Chief Executive Officer
--------------------------------------------------------------
On November 4, 2004, Dale B. Wolf was elected to Coventry Health
Care, Inc.'s Board of Directors effective January 1, 2005.  This
follows Mr. Wolf's appointment as Chief Executive Officer
effective January 1, 2005.

Effective November 4, 2004, Coventry's Board of Directors approved
an amendment to the bylaws of the Company to provide that the
positions of Chief Executive Officer and President may be held by
more than one person, and to delete the position of Chief
Operating Officer as a required officer.

Coventry Health Care is a managed health care company based in
Bethesda, Maryland.  It operates health plans and insurance
companies under the names Altius Health Plans, Coventry Health
Care, Coventry Health and Life, Carelink Health Plans, Group
Health Plan, HealthAmerica, HealthAssurance, HealthCare USA,
PersonalCare, SouthCare, Southern Health and WellPath.  The
Company provides a full range of managed care products and
services, including HMO, PPO, POS, Medicare+Choice, Medicaid, and
Network Rental to 3.1 million members in a broad cross section of
employer and government-funded groups in 14 markets throughout the
Midwest, Mid-Atlantic and Southeast United States.  More
information is available on the Internet at http://www.cvty.com/

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 20, 2004,
Moody's Investors Service placed Coventry Health Care, Inc.'s
ratings (senior unsecured rating Ba1) under review for possible
downgrade following the announcement of its agreement to acquire
First Health Group Corp. for approximately $1.8 billion.  Moody's
stated that the nature and structure of the acquisition appears to
be inconsistent with certain key assumptions underlying the
current rating.

As reported in the Troubled Company Reporter on Oct. 18, 2004,
Fitch Ratings placed Coventry Health Care Inc.'s 'BB' long-term
and senior unsecured debt rating on Rating Watch Negative.  The
rating action affects approximately $170.5 million of debt.
S&P's rating action follows Coventry's announcement that it
intends to purchase First Health Group Corp., a national health
benefits company serving group health, worker's compensation, and
state public programs.  Coventry intends to finance the expected
purchase price of $1.8 billion with a combination of approximately
$900 million of new debt and existing cash and $900 million of
company stock.


CROWN PACIFIC: Unable to File Third Quarter Financials
------------------------------------------------------
Crown Pacific Partners, L.P., is unable to file its Quarterly
Report on Form 10-Q for the quarter ended September 30, 2004,
within the prescribed time period without unreasonable effort or
expense, due to staff reductions coupled with the additional
financial reporting and accounting requirements of its chapter 11
bankruptcy case.  In addition, the disposition of a significant
portion of its operations during the quarter ended Sept. 30, 2004,
has further strained its internal accounting resources.

The Company expects to report income from discontinued operations
in the three and nine months ended September 30, 2004, compared to
losses from discontinued operations in the comparable periods of
2003, due primarily to improved market conditions for the
discontinued segments in the 2004 periods.  The 2004 periods also
include gains on the disposals of the discontinued operations.

The Company also expects to report net income for the three and
nine months ended September 30, 2004, compared to net losses in
the comparable periods of 2003.  In addition to the improved
results from discontinued operations, the three and nine month
periods ended September 30, 2004, exclude $12.9 million and $38.5
million of interest expense, respectively, that would have been
recorded except for the Company's Chapter 11 bankruptcy filing,
compared to the exclusion of $11.7 million of interest in both of
the comparable 2003 periods.

Headquartered in Portland, Oregon, Crown Pacific Partners, L.P.,
is an integrated forest products company.  Crown Pacific owns and
manages approximately 524,000 acres of timberland in Oregon and
Washington, and uses modern forest practices to balance growth
with environmental protection.  Crown Pacific operates mills in
Oregon and Washington, which produce dimension lumber, and also
distributes lumber products through its Alliance Lumber operation.
The Debtors filed for chapter 11 protection on June 29, 2003
(Bankr. D. Ariz. Case No. 03-11260).  Alisa C. Lacey, Esq., and C.
Taylor Ashworth, Esq., at Osborn Maledon, P.A., represent the
Debtors in their restructuring efforts.


DANA CORP: S&P Upgrades Corporate Credit Rating to BBB- from BB
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on Toledo, Ohio-based Dana Corp. to
'BBB-' from 'BB' and removed them from CreditWatch where they were
placed with positive implications on December 3, 2003.

The outlook is stable.  Total outstanding debt at Sept. 30, 2004,
was about $2.5 billion, accounting for Dana Credit Corp.
(BB/Negative/BB), which is undergoing an orderly liquidation, by
the equity method.

"Dana is expected to balance its strategic objectives with
maintenance of a solid financial profile, allowing for generation
of appropriate credit measures to sustain credit quality," said
Standard & Poor's credit analyst Daniel DiSenso.

Dana Corp.'s financial profile has improved, following the
$1 billion sale of its automotive aftermarket business (expected
to close by the end of November) to affiliates of The Cypress
Group LLC.  Dana will receive $950 million of cash proceeds and a
payment-in-kind subordinated seller note with a $50 million fair
market value ($74.5 million face amount).  Dana is expected to
generate acceptable earnings and cash flow measures,
notwithstanding deterioration of industry conditions in the second
half of 2004, because of original equipment light-vehicle
production cuts and higher steel costs.

Although Dana will no longer benefit from the earnings and cash
flow from divested operations, it will apply the bulk of proceeds
to reduce debt and debt-like obligations.

Dana is one of world's largest suppliers of modules, systems, and
components to light, commercial, and off-highway vehicle OE
manufacturers.  Products include axles, driveshafts, fluid
systems, structural components, bearings, and seals.

Dana's growth plan is expected to be organically driven,
supplemented on occasion by establishment of strategic alliances,
joint ventures, and niche acquisitions.  Major debt-financed
acquisitions are not factored into the ratings.

Dana is expected to maintain a solid capital structure, with
moderate debt leverage and satisfactory cash flow protection.


DAVCRANE INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Davcrane, Inc.
        5221 East Harrison
        Harlingen, Texas 78550

Bankruptcy Case No.: 04-11507

Type of Business: The Debtor produces and develops cranes.
                  See http://www.davcrane.com/

Chapter 11 Petition Date: November 12, 2004

Court: Southern District of Texas (Brownsville)

Judge: Richard S. Schmidt

Debtor's Counsel: Michael J. Urbis, Esq.
                  Jordan Hyden Womble & Culbreth
                  2390 Central Boulevard, Suite G
                  Brownsville, TX 78520
                  Tel: 956-542-1161
                  Fax: 956-542-0051

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Oilfield Power & Supply                    $237,718
P.O. Box 79241
Houston, TX 77279

City Of Harlingen & Harlingen               $37,115
609 N. 77 Sunshine Strip
Harlingen, TX 78551

Victoria Machine & Fab                      $28,775
1309 East Commercial
Victoria, TX 77902

Holt Cat                                    $25,559

Sarytchoff, Tom W P.C. CPA                  $20,456

Burtons Bearing & Industrial                $20,141

Womack Machine Supply-Houston               $19,992

MPC Studios, Inc.                           $17,748

Finite Engineering                          $17,231

Garcia, Andres                              $15,417

Sun Valley Motor Hotel, Ltd.                $12,856

Hytorc of Texas, Inc.                       $12,022

Hydraquip Corporation                       $11,604

Pederson Construction Co., Inc.             $10,352

Hino Gas Sales, Inc.                         $9,401

Gallegos Electric Inc.                       $8,836

SBC Equipment                                $8,759

Thomas Petroleum Ltd.                        $8,428

Harlingen Steel, LLC                         $8,378

Harlingen Implement Co.                      $8,222


DELTA AIR LINES: Reports September 2004 Quarter Results
-------------------------------------------------------
Delta Air Lines reported its operating results for the quarter
ended September 30, 2004.  The Company posted a $646 million net
loss for the quarter ended September 30, 2004, as compared to a
$164 million net loss for the same period in 2003.

September 2004 quarter operating revenues increased 6%, while
passenger unit revenues decreased 4%, compared to the September
2003 quarter.  Continued weak domestic yields, down 6% as compared
to the prior-year quarter, drove the decline in passenger unit
revenues.  Also, four major hurricanes impacted a significant
portion of the airline's Southeastern operations during the
quarter, resulting in an estimated revenue loss of approximately
$50 million.  The load factor for the September 2004 quarter was
77.7%, a 1.0 point increase as compared to the September 2003
quarter.  Consolidated system capacity was up 9% and Mainline
capacity rose 9% from the prior-year quarter.

Operating expenses for the September 2004 quarter increased 15%
from the September 2003 quarter and consolidated system unit costs
increased 5%.  Fuel expense was the primary driver of the
increase, rising 63%, or $304 million, with more than 88% of the
increase resulting from higher fuel prices.

The airline reported a net loss of $3 billion for the nine months
ended September 30, 2004, as compared to a net loss of
$446 million for the nine months ended September 30, 2003. The
loss for the nine months ended September 30, 2004, includes non-
cash charges totaling $1.7 billion related to Delta's:

   (1) deferred income tax assets,
   (2) defined benefit pension plan for pilots, and
   (3) sale of eight owned MD-11 aircraft.

Operating revenues for the nine months ended September 30, 2004,
increased 8%, while passenger unit revenues decreased 2% to
9.21 cents, as compared to the prior year period.  The increase in
operating revenue reflects a 12% rise in traffic and a 4% decline
in passenger mile yield.  The decline in the passenger mile yield
reflects the airline's lack of pricing power due to the continuing
growth of low-cost carriers with which Delta competes in most of
its domestic markets.  Consolidated system capacity was up 10%
from the prior year period driven by the restoration of flights
that Delta reduced in 2003 due to the war in Iraq.  Load factor
increased 1.5 points to 75.0%.

Operating expenses for the nine months ended September 30, 2004,
increased 14% from the same period in the prior year primarily due
to:

   (1) higher fuel prices in the nine months ended Sept. 30, 2004,
       than in the nine months ended September 30, 2003, and

   (2) $398 million in government reimbursements under the
       Appropriations Act that were recorded as an offset to
       operating expenses in the September 2003 quarter.

Aircraft fuel expense increased 42%, or $601 million, with
approximately $500 million of the increase resulting from higher
fuel prices.

Delta Air Lines -- http://delta.com/-- is the world's second  
largest airline in terms of passengers carried and the leading
U.S. carrier across the Atlantic, offering daily flights to
493 destinations in 87 countries on Delta, Song, Delta Shuttle,
the Delta Connection carriers and its worldwide partners.  Delta's
marketing alliances allow customers to earn and redeem frequent
flier miles on more than 14,000 flights offered by SkyTeam,
Northwest Airlines, Continental Airlines and other partners.  
Delta is a founding member of SkyTeam, a global airline alliance
that provides customers with extensive worldwide destinations,
flights and services.

At September 30, 2004, Delta Air Lines reported a $3.58 billion
shareholder deficit, compared to a $659 million shareholder
deficit at December 31, 2003.


ELECTRIC MACHINERY: Bankruptcy Court Confirms Reorganization Plan
-----------------------------------------------------------------
The United States Bankruptcy Court for the Middle District of
Florida confirmed the Plan of Reorganization of Electric Machinery
Enterprises, Inc., the largest operating subsidiary of EarthFirst
Technologies, Inc. (OTCBB:EFTI), on Nov. 16, 2004.  

The Plan provides that all Allowed Administrative Expense Claims
and Priority Claims will be paid by the Reorganized Debtor 10 days
after the effective date of the Plan.  

These Secured Creditors will be paid over time:

   (1) Sun Trust Bank on account of the $7,537,363 claims secured
       by blanket liens on the Debtor's accounts receivable,
       inventory, equipment, certain compute equipment, and
       software;

   (2) SunTrust on account of a $1,310,555 claim secured by a
       first mortgage on a real property located in Polk Country,
       Florida, and a blanket lien on all personal property of
       EME Modular Structures, Inc., the Debtor's wholly owned
       non-debtor subsidiary;

   (3) SunTrust on account of a $19,000 claim secured by liens on
       specific titled vehicles;

   (4) Huntington Leasing on account of a claim secured by a lien
       on a phone system;

   (5) Claimants owed money on a construction project that hold a
       valid and enforceable claim under Section 713 of the
       Florida Statutes -- Mechanic Lien Claimants; and

   (6) Claimants owed money on a construction project that hold a
       valid and enforceable claim against a bond posted on the
       construction project -- Bond Claimants.

The Debtor's future earnings will be used to fund the Reorganized
Debtor's obligations required to be paid after the Effective Date.  
In the event that a property is sold, creditors holding claims
secured by an interest in the property will be paid from the sale
proceeds.

A portion of the net proceeds realized from the resolution of
claims and causes are required to be paid to Sun Trust and
deposited in the Unsecured Creditors Fund -- the segregated
account into which the Debtor deposits money for distribution to
unsecured creditors.

On the Effective Date, the Reorganized Debtor will retain all
causes of action.  Ten percent of recoveries from litigation will
be used to pay the Unsecured Creditors:

   (1) recovery against Hunt Clark or Orange County on the Orange
       County Convention Center;

   (2) recovery against Johnson Controls on the Orange County
       Convention Center;

   (3) recovery against Whiting-Turner on Seuss Landing project;
       and

   (4) recovery against Fluor Daniel or the owner on the Four
       Seasons Resort at Emerals Bay, Exuma.

Unsecured creditors will likely receive a minimum of 10%
distribution on their Allowed Claim, but may receive as much as
35% of their allowed claim depending on lawsuit recoveries.

The disbursing agent appointed under the Plan, Larry S. Hyman at
Michael S. Moecker and Associates, will make distributions on
account of Allowed Unsecured Claims from the $500,000 paid by
EarthFirst Technologies and from the liquidation of the 5,000,000
shares of EarthFirst Technologies stock issued by EarthFirst
Technologies.  The Unsecured Plan Stock will be converted to cash
within 12 to 18 months after confirmation and yield an additional
$1,000,0000 for distribution to the Allowed Unsecured Claims.    

Insider Unsecured Creditors will have no right to a cash
distribution.  They will receive a pro rata distribution of
5,000,000 shares of EFTI restricted stock.  The stock will be
distributed as early as December 16, 2004.

Equity holders will recover nothing.

A full-text copy of the Plan is available for a fee at:

    http://www.researcharchives.com/download?id=040812020022

EarthFirst Technologies, Incorporated and its subsidiaries --
http://www.earthfirsttech.com/-- are dedicated to producing  
environmentally superior products from carbon-rich solid and
liquid materials currently considered wastes.  The Company has
conducted more than five years of extensive development on
advanced technologies to achieve this goal.  Through its
subsidiary Electric Machinery Enterprises, Inc., the Company
provides electrical contracting services both as a prime
contractor and as a subcontractor, electrical support for
industrial and commercial buildings, power generation stations,
and water and sewage plants in the U.S. and abroad.

Based in Tampa, Florida, Electric Machinery Enterprises, Inc.,
filed for chapter 11 protection on May 29, 2003 (Bankr. M.D. Fla.  
Case No. 03-11047).  The Debtor filed a chapter 11 plan in
September 2003 premised on its transaction with EarthFirst
Technologies.  Electric Machinery's Chapter 11 filing was
precipitated by an adverse court decision on a disputed
construction contract.  The dispute has been resolved pursuant to
Electric Machinery's Plan of Reorganization.


EMPIRE FINANCIAL: Sept. 30 Balance Sheet Upside-Down by $1.8 Mil.
-----------------------------------------------------------------
Empire Financial Holding Company (Amex: EFH), a financial
brokerage services firm serving retail and institutional clients,
reported financial results for the third quarter and nine months
ended Sept. 30, 2004.  Third quarter 2004 financial results
included a year-over-year decrease in revenue of 23%.  The Company
reported a net loss applicable to common stockholders of $0.3
million.

President Donald A. Wojnowski, Jr., stated, "Our retail business
was impacted by the unprecedented weather conditions -- including
four hurricanes -- that hit Florida during the quarter.  A weak
stock market that many attributed to investor uncertainty
surrounding the election cycle in the U.S. also adversely factored
into our third quarter results.  Looking forward, we are hopeful
that our plan to focus on our core businesses and our return to
profitability remains on track."

                        Financial Results

Total revenues for the three months ended September 30, 2004, were
$4.2 million, a decrease of $1.3 million, or 23%, compared to $5.5
million for the same period in 2003.  The decrease in revenue was
primarily the result of a decrease in commission and fee revenues
resulting from a change in business mix, market conditions, and
business interruption due to weather related conditions affecting
all aspects of the business.  This was partially offset by the
establishment of market-making and trading operations during the
third quarter of 2003.  These operations resulted in a
contribution of 25% of total revenues for the third quarter of
2004 and generated no revenue in the corresponding period last
year.

Total operating expenses for the three months ended September 30,
2004, were $4.5 million compared to total operating expenses of
$5.8 million for the same period in 2003.  The decrease was
primarily due to lower commissions and clearing costs associated
with lower transaction volumes and lower general and
administrative expenses.

For the three months ended September 30, 2004, the Company
reported a net loss applicable to common stockholders of
$(331,640) or $(0.10) per basic and diluted share, compared to a
net loss of $(606,282), or $(0.12) per basic and diluted share for
the same period in 2003.

                       Financial Condition

At September 30, 2004, the Company had total assets of $1.6
million the majority of which consisted of receivables from
clearing brokers, which include interest bearing cash balances
held with clearing brokers.  Stockholders' deficit was
$(1,809,701) at September 30, 2004.

The audit report contained in the Company's Annual Report on Form
10-K for the year ended December 31, 2003, contains an explanatory
paragraph that raises doubt about the Company's ability to
continue as a going concern because the Company has had net losses
from continuing operations in 2003 and 2002, a stockholders'
deficit and has uncertainties relating to regulatory
investigations.

             About Empire Financial Holding Company

Empire Financial Holding Company, through its wholly owned
subsidiary, Empire Financial Group, Inc., provides full-service
retail brokerage services through its network of independently
owned and operated offices and discount retail securities
brokerage via both the telephone and the Internet.  Through its
market-making and trading division, the Company offers securities
order execution services for unaffiliated broker dealers and makes
markets in domestic and international securities.  Empire
Financial also provides turn-key fee based investment advisory and
registered investment advisor custodial services through its
wholly owned subsidiary, Empire Investment Advisors, Inc.

At Sept. 30, 2004, Empire Financial's balance sheet showed a
$1,809,701 stockholders' deficit, compared to an $801,183 deficit
at Dec. 31, 2003.


ENRON CORP: Plan of Reorganization Declared Effective
-----------------------------------------------------
Attorneys for Enron Corp. and its debtor-affiliates, Weil, Gotshal
& Manges LLP, in New York, notify the U.S. Bankruptcy Court for
the Southern District of New York that the Debtors' Fifth Amended
Plan of Reorganization took effect yesterday, November 17, 2004.

The Reorganized Debtors will make distributions on Allowed Secured
Claims, Allowed Priority Claims, Allowed Administrative Expense
Claims and Allowed Convenience Claims within 20 days of the
Effective Date.

Distributions will not be made on account of Allowed Unsecured
Claims until the Court has approved an appropriate reserve
methodology.  The Reorganized Debtors anticipate that the first
distributions on Allowed Unsecured Claims will be made in April
2005.

              Administrative Expense Claims Bar Date

All holders of claims against the Debtors arising or accruing from
December 2, 2001, through and including November 17, 2004, are
required to file with the Court, on or before 5:00 p.m. on
January 17, 2005, a request for payment on account of their
Administrative Expense Claims against any of the Debtors.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  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: CCE Holdings Joint Venture Completes CrossCountry Purchase
-----------------------------------------------------------------
CCE Holdings, LLC, a joint venture of Southern Union Company
(NYSE:SUG) and GE Commercial Finance Energy Financial Services,
completed its acquisition of 100% of the equity interests of
CrossCountry Energy, LLC, from Enron Corp. and its affiliates.  
Also, CCE Holdings completed the divestiture of its interests in
Northern Plains Natural Gas Company, LLC and NBP Services, LLC to
ONEOK, Inc., for $175 million.

Southern Union chairman George L. Lindemann stated, "This
acquisition represents several very important milestones for
Southern Union.  We have established a solid and forward-looking
partnership with GE Commercial Finance, we have become one of the
largest interstate pipeline companies in the country, and, most
importantly, we have created a strong foundation of assets to
drive our earnings growth."

Thomas F. Karam, president of Southern Union, added, "While this
acquisition continues the transformation of Southern Union into a
premier interstate pipeline company, the real work begins now.  
Our efforts are focused on swiftly moving CrossCountry Energy and
Panhandle Energy under an integrated management organization led
by Stan Horton, a more than 30-year industry veteran.  We believe
this platform will drive significant synergies that will enhance
shareholder value."

"Our partnership with Southern Union reflects our keen interest in
teaming up with leading energy companies to help them grow," said
Alex Urquhart, president and CEO of EFS.  "In addition, it draws
on GE's deep energy and finance expertise."

CCE Holdings paid Enron approximately $2.45 billion in cash for
CrossCountry Energy, including the assumption of certain
consolidated debt.  CrossCountry Energy is comprised of
approximately 7,400 miles of natural gas pipelines with
approximately 4.2 Bcf/d of natural gas capacity.  CrossCountry
Energy owns 100% of the Transwestern Pipeline and 50% of Citrus
Corp. - which, in turn, owns 100% of Florida Gas Transmission
Company.  An affiliate of El Paso Corp. owns the remaining 50% of
Citrus Corp.

Southern Union has funded a portion of its equity investment in
CrossCountry Energy through the settlement of a forward sale
equity offering, which took place in July 2004.  The company
received approximately $142 million in proceeds upon the issuance
of 8,242,500 shares of common stock to affiliates of JP Morgan and
Merrill Lynch, joint book-running managers of the offering.  
Southern Union utilized bridge financing provided by affiliates of
JP Morgan and Merrill Lynch until such time that it accesses the
capital markets to permanently finance the remainder of its
investment.

JP Morgan served as financial advisor to Southern Union in
connection with this transaction.

Southern Union has named Stanley C. Horton president and COO of
its combined pipeline operations, including CrossCountry Energy
and Panhandle Energy.  Mr. Horton served as CrossCountry Energy's
president and CEO since 2003 and previously served as chairman and
CEO of Enron Transportation Services, which included the company's
North American pipeline businesses, among other operations.  He
has chaired the Gas Industry Standards Board (2000), the
Interstate Natural Gas Association of America (2001) and the
Natural Gas Council (2002).

The CCE Holdings joint venture is governed by an Amended and
Restated Limited Liability Company Agreement and the management of
CCE Holdings' pipeline operations is governed by an Administrative
Services Agreement.  Both Agreements were filed in a Form 8-K with
the Securities and Exchange Commission on November 9, 2004 and are
accessible through Southern Union's web site at
http://www.southernunionco.com/

                     Investor Call & Webcast

Southern Union will host a special investor call and live webcast
on Monday, November 22 at 2:00 p.m. Eastern Time to discuss the
acquisition and outlook.

To participate, dial 800-884-5695 (international callers dial 617-
786-2960) and enter passcode 10066175, or visit
http://www.southernunionco.com/ A corresponding presentation will  
also be available through Southern Union's Web site prior to the
call.

A replay of the call will be available for one week by dialing
888-286-8010 (international callers dial 617-801-6888) and
entering passcode 80796708.

CrossCountry holds interests in and operates Transwestern Pipeline
Company, Citrus Corp. and Northern Plains Natural Gas Company -
which make up Enron's North American interstate natural gas
pipeline system. The pipeline system owned or operated by
CrossCountry is comprised of approximately 9,700 miles of pipeline
and approximately 8.6 Bcf/d of natural gas capacity.

      About GE Commercial Finance Energy Financial Services

GE Commercial Finance Energy Financial Services --
http://www.geenergyfinancialservices.com-- based in Stamford,  
Conn., annually invests about $3 billion in the world's most
capital-intensive industry, energy.  With more than $11 billion in
assets under management, EFS offers structured equity, leveraged
leasing, partnerships, project finance and broad-based commercial
finance to the global energy industry from wellhead to wall
socket.  GE Commercial Finance, which offers businesses around the
globe an array of financial products and services, has assets of
over US$220 billion and is headquartered in Stamford, Conn., USA.  
General Electric (NYSE:GE) is a diversified technology, media and
financial services company dedicated to creating products that
make life better.  For more information, visit http://www.ge.com/

                   About Southern Union Company

Southern Union Company, headquartered in Wilkes-Barre, Pa., is
engaged primarily in the transportation and distribution of
natural gas.  Through its Panhandle Energy subsidiary, Southern
Union owns and operates Panhandle Eastern Pipe Line Company,
Trunkline Gas Company, Sea Robin Pipeline Company, Trunkline LNG
Company and Southwest Gas Storage Company.  Collectively, the
pipeline assets operate more than 10,000 miles of interstate
pipelines that transport natural gas from the Gulf of Mexico,
South Texas and the Panhandle regions of Texas and Oklahoma to
major markets in the Midwest and Great Lakes region.  Trunkline
LNG, located in Lake Charles, La., is one of the nation's largest
liquefied natural gas import terminals.  Through its local
distribution companies, Missouri Gas Energy, PG Energy and New
England Gas Company, Southern Union also serves nearly one million
natural gas end-user customers in Mo., Pa., R.I. and Ma. For
further information, visit http://www.southernunionco.com/

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.  
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.


ENRON CORP: Court Approves Settlement Agreement with ETOL
---------------------------------------------------------
Enron North America Corp. and Enron Teesside Operations Limited
are parties to certain contracts, including an ISDA Master
Agreement dated December 31, 1998.  As credit support for the
Contracts, Enron Corp. issued in ETOL's favor, a Guarantee
Agreement dated December 31, 1998.

Barry J. Dichter, Esq., at Cadwalader Wickersham & Taft, LLP, in
New York, relates that on April 11, 2003, ETOL notified ENA
through a letter that it was terminating the ISDA Agreement and
designating April 14, 2003, as the Early Termination Date by
reason of ENA's bankruptcy filing, which is an event of default
under the ISDA Agreement.

On April 15, 2003, Ian Brown and Nicholas James Dargan were
appointed as ETOL's joint administrative receivers pursuant to
the powers contained in a debenture made between ETOL and
National Westminster Bank plc.  The Receivers act as agents of
ETOL at all times without personal liability.  As of
September 27, 2004, no liquidator has been appointed to ETOL
under the English Law.

The ISDA Agreement provides that it is to be governed by English
law.  ETOL believes that its attempted termination of the ISDA
Agreement would have been valid under English Law.  However, the
automatic stay under the U.S. Bankruptcy Code renders the
Termination Letter ineffective and void ab initio in its
entirety.

ETOL was unable to make an application to the English courts for
a determination of the parties' rights under the ISDA Agreement
without risking a violation of the automatic stay.  ENA was not
prepared to consent to the application.

After thorough review and consideration of the facts and
circumstances, ENA and ETOL concluded that an English court
likely would grant comity as to the effect of the automatic stay
or refer any applicant to the U.S. Bankruptcy Court for the
Southern District of New York for a determination of the issues.

Mr. Dichter tells the Court that that the Safe Harbor provisions
provided by Section 560 of the Bankruptcy Code are not available
to ETOL because the approximately 15-month delay after the
initiation of Enron's bankruptcy case before the Termination
Notice was sent, establishes that the attempted termination was
not "because of" Enron's Chapter 11 filing or any of the other
Safe Harbors provided by the Bankruptcy Code.

The imposition of the Bankruptcy Law, specifically the automatic
stay provisions, renders the Termination Notice void ab initio in
its entirety.  Consequently, ETOL is not a non-defaulting party
under the ISDA Agreement and is not entitled to any right of
setoff in respect of its obligations to ENA under the Agreement.
Furthermore, ETOL's entry into administrative receivership is
itself an Event of Default under the ISDA Agreement, thereby
entitling ENA to terminate the Agreement.

ENA and ETOL reached an agreement as to the settlement of unpaid
amounts in connection with the termination of the Contracts and
revocation of the Guarantee, to the extent not already terminated
or revoked.

The Settlement Agreement:

    -- requires ETOL to pay ENA a termination payment in
       connection with the termination of the Contracts and
       revocation of the Guarantee;

    -- terminates any further obligations of ENA and ETOL to each
       other under the Intercreditor Deed; and

    -- requires the parties to exchange mutual releases of
       obligations and other specified matters related to the
       Contracts and Guarantee.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure and the Safe Harbor Agreements Termination Protocol,
Judge Gonzalez approves the Settlement Agreement.

The Settlement Agreement resolves any disagreement as to the
forward value of the Contracts, Mr. Dichter states.  The
Settlement Agreement will allow ENA to capture value for its
estates and creditors, and will enable parties to avoid potential
future disputes and litigation regarding the termination payments
due pursuant to the Contracts.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.  
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)


EXIDE TECHNOLOGIES: Castlerigg Discloses 7.5% Equity Stake
----------------------------------------------------------
Castlerigg Master Investments Ltd., Sandell Asset Management
Corp., Castlerigg International Limited, Castlerigg
International Holdings Limited, and Thomas E. Sandell, as a group,
beneficially own 1,799,218 shares of Exide Technologies' common
stock.  This comprises approximately 7.5% of the outstanding
common stock of Exide Technologies.

In a regulatory filing with the Securities and Exchange
Commission dated November 8, 2004, Mr. Sandell discloses that the
shares are owned directly by Castlerigg Master Investments.

Castlerigg Holdings is the controlling shareholder of Castlerigg
Master Investments and Castlerigg International is the
controlling shareholder of Castlerigg Holdings.

SAMC is the Investment Manager of the Castlerigg Entities.  The
controlling shareholder of SAMC is Mr. Sandell, a citizen of
Sweden.

Castlerigg Master Investments, Castlerigg International,
Castlerigg Holdings, and SAMC are British Virgin Islands
companies.

Mr. Sandell relates that the funds used to purchase the Shares
were obtained from a combination of the general working capital
of the investment entities managed by Castlerigg and margin
account borrowings made in the ordinary course of business.  "The
purpose of the acquisition of the Shares is for investment
purposes, and the acquisitions of the Shares were made in the
ordinary course of business and were not made for the purpose of
acquiring control of Exide."

SAMC representatives have recently engaged in preliminary
discussions with members of Exide's board of directors, as well
as with several Exide shareholders, regarding Exide, including
but not limited to its operations and board composition.
According to Mr. Sandell, Castlerigg may engage in further
communications with one or more Exide shareholders, officers,
directors or representatives on a variety of possible subjects
regarding ways to increase shareholder value.  Mr. Sandell notes
that some of the suggestions SAMC might make may affect control
of Exide and may relate to:

    -- changes to the board of directors or management of Exide,

    -- the merger, acquisition or liquidation of Exide,

    -- the divestiture of certain assets of Exide,

    -- a change in the present capitalization or dividend policy
       of Exide, or

    -- a change in Exide's charter or by-laws.

Mr. Sandell provides the SEC with a list of transactions effected
during the past 60 days:

                  Person          Amount of
   Date of        effecting       securities      Price per
   transaction    transaction     involved        share or unit
   -----------    -----------     ----------      -------------
     09/14/04         SAMC          100,000          16.0000
     09/21/04         SAMC           25,000          15.8500
     09/21/04         SAMC            1,100          15.8237
     09/21/04         SAMC           17,000          15.9869
     09/22/04         SAMC           43,008          15.9516
     09/22/04         SAMC           15,000          16.0000
     09/23/04         SAMC           25,000          15.9970
     09/23/04         SAMC           73,892          16.0025
     09/24/04         SAMC           61,000          16.0500
     09/27/04         SAMC           39,000          15.9583
     10/01/04         SAMC           47,800          15.9779
     10/04/04         SAMC            5,200          16.0211
     10/05/04         SAMC           47,000          16.0637
     10/07/04         SAMC           33,619          15.6793
     10/07/04         SAMC           69,000          15.6123
     10/13/04         SAMC           48,591          15.4782

Headquartered in Princeton, New Jersey, Exide Technologies is the
worldwide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125).  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  Exide's confirmed chapter 11 Plan
took effect on May 5, 2004.  On April 14, 2002, the Debtors listed
$2,073,238,000 in assets and $2,524,448,000 in debts. (Exide
Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


EXIDE TECHNOLOGIES: S&P Revises Outlook on BB- Rating to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Exide
Technologies to negative from stable.  The action was taken
because of the company's weaker-than-expected earnings during the
first half of fiscal 2005 (ending March 31, 2005) and the
expectation that high raw material costs and difficult competitive
conditions will cause full-year earnings and cash flow to fall
below previously expected levels.  As a result, credit measures,
liquidity, and the rating could be pressured over the next two
years if some improvement in results fails to occur.  The 'BB-'
corporate credit rating on the Lawrenceville, New Jersey-based
company was affirmed.

Exide, a global supplier of transportation, network, and motive
power batteries, has total debt, including the present value of
operating leases, of about $650 million.

"We expect earnings and cash flow improvements in the second half,
which should allow credit statistics to remain consistent with
current levels.  Operations should benefit from recent hedging
activities, price increases, and restructuring actions," said
Standard & Poor's credit analyst Martin King.  "Failure to report
improved results, however, would cause credit protection measures
to deteriorate and could strain liquidity if the company is unable
to meet recently revised covenant requirements, possibly leading
to a rating downgrade."

Exide's operating performance has suffered from the dramatic rise
in the cost of lead, a key component in battery production that
currently makes up about one-third of Exide's cost of sales.
Average lead prices rose 70% during the company's second quarter
from the year-earlier period.  Exide has attempted to raise prices
to offset the increase in lead prices, but it has been somewhat
constrained by tough competition caused by excess industry
production capacity.    Most of Exide's competitors hedge a
portion of their lead requirements to minimize the impact of sharp
price increases.  Exide was unable to hedge its lead requirements
while it was in bankruptcy.  The company emerged from bankruptcy
in May 2004 and, since then, has put in place hedges that cover
one-third of its requirements for the second half of fiscal 2005.  
Over time, Exide would like to hedge about half of its forward
requirements on a six-month basis.


FINOVA GROUP: Reports Status of Senior Notes Prepayment
-------------------------------------------------------
During the third quarter of 2004, The FINOVA Group made a  
$326,400,000 partial principal prepayment on its 7.5% Senior
Secured Notes Due 2009 with Contingent Interest Due 2016, which  
reduced the outstanding principal to $2,400,000,000.  FINOVA made  
a $118,700,000 partial prepayment on the Senior Notes in October  
2004.  FINOVA was scheduled to make another $118,700,000  
prepayment on Nov. 15, 2004.  

In a regulatory filing with the Securities and Exchange  
Commission, Richard A. Ross, FINOVA's Senior Vice-President and  
Chief Financial Officer and Treasurer, discloses that, following  
the prepayments, cumulative principal prepayments through  
November 15, 2004, will total $801,300,000 or 27% of the  
$3,000,000,000 principal amount outstanding as of December 31,  
2003.

In accordance with the terms of the Indenture, FINOVA is required  
to use any excess cash, as defined in the Indenture, to make  
semi-annual interest and principal payments on the Senior Notes.  
Additionally, the Indenture permits voluntary prepayments at  
FINOVA's option.

FINOVA believes principal prepayments may not continue at the  
same pace, as FINOVA's asset pool continues to decline and  
generally contains less desirable assets than previously  
collected or sold.

FINOVA does not have sufficient assets to fully repay this debt,  
and the Indenture prohibits the company from engaging in new  
business.  According to Mr. Ross, FINOVA will rely on the  
liquidation of its remaining assets as its only meaningful source  
of liquidity.

Following repayment of the Berkadia Loan in February 2004, the
Senior Notes have a first priority security interest in  
substantially all of FINOVA's assets.

Mr. Ross warns stockholders that they should not expect any  
payments or distributions from FINOVA.  The Indenture, he says,  
contemplates that as principal payments are made on the Senior  
Notes, FINOVA stockholders will receive a distribution equal to  
5.263% of each principal prepayment.

"Ninety-five percent of the remaining available cash after  
establishment of cash reserves as defined in the Indenture will  
be used to make prepayments of principal on the Senior Notes and  
5% is identified for distributions to or repurchases of stock  
from common stockholders," Mr. Ross reveals.  "However, the  
Indenture prohibits FINOVA from making distributions to and  
repurchases from stockholders if the payments would render FINOVA  
insolvent, would be a fraudulent conveyance or would not be  
permitted to be made under applicable law."

FINOVA has a negative net worth of $571,900,000 as of
September 30, 2004 or $1,200,000,000 if the Senior Notes are  
considered at their principal amount due.  Based on FINOVA's  
current financial condition, including having only $811,100,000  
of net financial assets, it is highly unlikely that there will be  
funds available to fully repay the outstanding principal on the  
Senior Notes at maturity or make any 5% distribution to common  
stockholders.  As a result, there would not be a return to  
FINOVA's stockholders.

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and midsized businesses;
other services include factoring, accounts receivable management,
and equipment leasing. The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets. FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on shaky
ground. The Company and its debtor-affiliates and subsidiaries
filed for Chapter 11 protection on March 7, 2001 (U.S. Bankr. Del.
01-00697). Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger, P.A., represents the Debtors. FINOVA has since emerged
from Chapter 11 bankruptcy. Financial giants Berkshire Hathaway
and Leucadia National Corporation (together doing business as
Berkadia) own FINOVA through the almost $6 billion lent to the
commercial finance company. (Finova Bankruptcy News, Issue No. 52;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FABRICATION & DESIGN: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Fabrication & Design, Inc.
        P.O. Box 877
        St. Paul, Virginia 24283

Bankruptcy Case No.: 04-74602

Type of Business: The Debtor provides services in metal
                  fabrication.
                  See http://www.fabrication-design.com/

Chapter 11 Petition Date: November 15, 2004

Court: Western District of Virginia (Roanoke)

Judge: William F. Stone, Jr.

Debtor's Counsel: Robert T. Copeland, Esq.
                  Copeland & Bieger
                  P.O. Drawer 1296
                  Abingdon, VA 24210
                  Tel: 276-628-9525

Total Assets: $568,000

Total Debts:  $1,358,607

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


FLAVIUS CDO: Fitch Affirms Junk Ratings on Four Note Classes
------------------------------------------------------------
Fitch Ratings affirmed these classes of notes issued by Flavius
CDO Ltd.:

   -- $142,262,695 class A-1 senior secured fixed-rate notes
      affirmed at 'A-';

   -- $22,462,427 class A-2A senior secured fixed-rate notes
      affirmed at 'BBB';

   -- $25,000,000 class A-2B senior secured fixed-rate notes
      affirmed at 'CCC';

   -- $10,000,000 class B senior secured fixed-rate notes remain
      at 'C';

   -- $7,500,000 class C secured fixed-rate notes remain at 'C';

   -- $6,250,000 class D secured fixed-rate notes remain at 'C'.

Flavius is comprised of a static portfolio of assets held
physically, as well as three series of assets that are referenced
through credit-linked notes -- CLNs.  Assets held physically
consist of corporate bonds and sovereign debt, while asset-backed
securities -- ABS, CDOs and corporate bonds are referenced through
the CLNs.

Since the previous rating action on February 5, 2004, negative
performance by certain assets has been mitigated by improved
performance from other assets and principal repayments to the
class A-1 and A-2A notes allowing Flavius' performance to remain
stable.


FULTON VILLAGE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Fulton Village Purveyors, Inc.
        26 Fulton Fish Market
        New York, New York 10038

Bankruptcy Case No.: 04-17341

Type of Business:  The Company is a wholesale and retail fish
                   dealer located at Fulton Fish Market.

Chapter 11 Petition Date: November 16, 2004

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Richard Klass, Esq.
                  16 Court Street, 29th Floor
                  Brooklyn, New York 11241
                  Tel: (718) 643-6063
                  Fax: (718) 643-9788

Total Assets:   $893,199

Total Debts:  $4,792,092

Debtor's 20 Largest Unsecured Creditors:

    Entity                      Nature Of Claim     Claim Amount
    ------                      ---------------     ------------
Stolt Sea Farm, Inc.            Trade Debt              $764,715
350 Long Beach Boulevard
Stratford, Connecticut 06615

J.P.'s Shellfish, Inc.          Trade Debt              $601,463
P.O. Box 666
Eliot, Maine 03903

Calkins & Burke, Ltd.           Trade Debt              $351,619
c/o Arnold A. Arpino, Esq.
155 East Main Street
Smithtown, New York 11787

Heritage Salmon                 Trade Debt              $349,695
874 Main Street-Blacks Harbor
New Brunswick E5H 1E6
Canada

Nordic Group, Inc.              Trade Debt              $333,256
286 Congress Street
Boston, Massachusetts 02210

Dockside Marketing Group Ltd.   Trade Debt              $226,553
648 Central Park Avenue
Suite 148
Scarsdale, New York 10583

Robert Pompilio                 Loans to Corporation    $197,000
47 Alysia Court
Staten Island, New York 10309

True North Salmon               Trade Debt              $164,652

Seafresh                        Trade Debt              $160,000

North Landing                   Trade Debt              $123,414

Ipswich Shellfish               Trade Debt              $115,819

Bergie's Seafood                Trade Debt              $108,564

Bristol                         Trade Debt               $90,367

Tempest Fisheries               Trade Debt               $87,120

Mortillaro Lobster              Trade Debt               $56,408

Lisbon Seafood                  Trade Debt               $43,718

Atlantic Salmon of Maine        Trade Debt               $36,666

Old Point Packing               Trade Debt               $34,970

Coast Seafood                   Trade Debt               $30,096

Eastern Fisheries               Trade Debt               $29,749


GLOBAL CROSSING: Court Permits AGX Trustee to Examine 16 Parties
----------------------------------------------------------------
At the request of Robert L. Geltzer, the AGX Debtors' Chapter 7
Trustee, the U.S. Bankruptcy Court for the Southern District of
New York directs and compels 16 parties to produce certain
documents and to appear for examination, pursuant to Rule
2004(b) of the Federal Rules of Bankruptcy Procedure, concerning
the AGX Debtors' acts, conduct, property, liabilities and
financial condition or any matters which may affect the
administration of the Debtors' estates.

The parties required to undergo examination are:

  (1) Wells Fargo Bank Minnesota, National Association
  (2) Asia Netcom Corp. Ltd.
  (3) Walter F. Beran, Director & Compensation Committee Chairman
  (4) Eric Hippeau, Director & Compensation Committee Member
  (5) Myron Ullman, Director & Compensation Committee Member
  (6) Monte Baier, Assistant General Counsel
  (7) Marc Brown, Director & Compensation Committee Member
  (8) Jeremiah Lambert, Chairman of the Board
  (9) Scott Ballantyne, Payroll Department
(10) Paul Crosio, Senior Vice-President for Human Resources
(11) Janet Troxell, Payroll Department
(12) Charles F. Carroll, General Counsel - Asia Region
(13) John Legere, former Chief Executive Officer
(14) Stefan Riesenfield, Chief Financial Officer
(15) John Scanlon, Chief Executive Officer
(16) William H. Barney, Chief Operating Officer

According to James M. Altman, Esq., at Bryan Cave, LLP, in New
York, as special litigation counsel to the Chapter 7 Trustee,
Wells Fargo Bank Minnesota, National Association, William Barney
and the AGX Debtors entered into an escrow agreement on
February 14, 2002, which included payment to Mr. Barney of
$975,000, depending on the occurrence of one of a number of
events, including Mr. Barney's resignation from employment with
AGX for a Good Reason Event or on the institution of a voluntary
case under Title 11 of the United States Code.

Mr. Altman explains that examination of Wells Fargo is essential
to determine, among other things, whether Mr. Barney, or other
directors and officers, breached their fiduciary duty to the
Debtors in negotiating, executing, and his receiving payments
under the Escrow Agreement.

Wells Fargo is required to produce documents concerning the
Escrow Agreement, including payments made by Wells Fargo to Mr.
Barney or on his behalf.

The AGX Chapter 7 Trustee relates that Asia Netcom Corp. Ltd.
entered into a contract where ANC purchased substantially all of
the Debtors' assets in March 2003.  In connection with the
negotiation and execution of the purchase and sale agreement,
three of the AGX Debtors' executives, Charles F. Carroll, John M.
Scanlon, and Stefan C. Riesenfeld, executed consulting agreements
with ANC, under which they were to be paid certain sums in
exchange for management consulting services.  Any sums paid by
ANC pursuant to the Consulting Agreements may have reduced the
purchase price to be paid by ANC for the AGX Debtors' assets.

ANC also negotiated and entered into employment agreements with
three of the AGX Debtors' executives:

    -- William Barney as President and Chief Operating Officer;

    -- Gregory Freiberg as Senior Vice President of Finance; and

    -- Mark Simpson as Senior Vice President and Chief Technology
       Officer.

ANC will produce documents pertaining to:

    (i) the negotiation and execution of the sale by the AGX
        Debtors and the purchase by ANC of substantially all of
        the AGX Debtors' assets in March 2003;

   (ii) the negotiation and execution of the Consulting
        Agreements;

  (iii) any financial transactions taken by ANC in connection with
        the Consulting Agreements; and

   (iv) the negotiation and execution of, and the payments made
        under, the ANC Employment Agreements.

The AGX Chapter 7 Trustee also wants to examine the 14
individuals to determine, among other things:

    -- whether any payments of Employment Compensation constitute
       preferences or fraudulent conveyances;

    -- whether any assets have been concealed;

    -- whether any preferential transfer or fraudulent conveyance
       causes of actions exist;

    -- whether any officer or director has breached his or her
       fiduciary duty to Debtors; and

    -- whether any assets have been used for the personal benefit
       of any of the AGX Debtors' directors and officers.

The 14 Individual Examinees are required to produce documents
relevant to Employment Compensation.

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)


GLOBALNET INT'L: Parent Inks Lease Settlement Pact with Cisco
-------------------------------------------------------------
GlobalNet Corporation (OTCBB:GLBT), a major provider of
international telecommunications services, has reached a
contractual settlement with Cisco Systems Capital Corporation,
from whom the GlobalNet's principal operating subsidiary,
GlobalNet International, LLC, had leased the majority of the
telecommunications equipment used in its wholesale telephony
business.  In exchange for a $750,000 cash payment by GlobalNet to
Cisco, all leasehold obligations owed by LLC to Cisco will be
satisfied and GlobalNet will take title to the leased equipment.
The settlement eliminates $2.8 million in debt obligations from
GlobalNet's consolidated balance sheet, a $225,000 monthly payment
towards the debt obligations and allows GlobalNet to deploy the
newly-acquired leased equipment to the maximum benefit of the
GlobalNet's overall VoIP business.

Earlier this month, GlobalNet announced an agreement with its
principal shareholder whereby its major shareholder Growth
Enterprise Fund, S.A. (GEF) has surrendered to GlobalNet for
cancellation 100,000 shares of Series A Convertible Preferred
Stock, which represents all of the GlobalNet's outstanding
preferred stock.  The preferred stock is valued at over $14
million and was redeemable monthly for cash payments totaling
$250,000 or 156,250,000 shares of common stock, which GlobalNet
has been making since January 1, 2004.  The cancellation
represents a monthly cash savings for GlobalNet of $250,000 and a
total cash savings of over $14,000,000.  When combined with the
Cisco Systems Capital Corporation settlement this represents $16.8
million in debt settlement and eliminates $475,000 in monthly
obligations resulting from these settlements.

LLC is currently in reorganization under Chapter 11 of the U.S.
Bankruptcy Code, in the United States Bankruptcy Court for the
Southern District of New York.  The settlement with Cisco was
approved by the bankruptcy court.

GlobalNet also filed an extension of time to report its results
for the quarter ended Sept. 30, 2004, which otherwise would have
been due Monday.  GlobalNet expects to file its third quarter Form
10-QSB within the extension of time requested.

                  About GlobalNet Corporation

GlobalNet Corporation is one of the top ten U.S. service providers
of outbound traffic to Latin America and counts among its
customers more than 30 Tier 1 and Tier 2 carriers.  GlobalNet
provides international voice, data, fax and Internet services on a
wholesale basis over a private IP network to international
carriers and other communication service providers in the United
States and internationally.  GlobalNet's state-of-the-art IP
network, utilizing the convergence of voice and data networking,
offers customers economical pricing, global reach and an
intelligent platform that guarantees fast delivery of value-added
services and applications. More information may be obtained from
its Web site at http://www.gbne.net/

Headquartered in New York, New York, Globalstar Telecommunications
-- http://www.globalstar.com/-- provides global mobile and fixed
wireless voice and data services.  The Company filed for
chapter 11 protection on June 30, 2004 (Bankr. S.D.N.Y. Case No.
04-14480).  Robert R. Leinwand, Esq., at Robinson Brog Leinwand
Greene Genovese & Gluck P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it did not disclose its assets but listed
$1,823,799,468 in total debts.


GRAFTECH FINANCE: Moody's Rates Proposed Senior Sec. Facility Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to GrafTech
Finance Inc.'s proposed new senior secured revolving credit
facility and affirmed all existing ratings for GrafTech Finance
and its parent company, GrafTech International Ltd.  GrafTech
Finance Inc. is a special purpose finance company.  The new
revolving credit facility will be for $225 to 275 million, of
which up to $25 million will be available in the form of letters
of credit.  The new facility matures July 15, 2010 and will
replace a Euro175 million (approx. US$226 million) facility that
matures February 22, 2006.  GrafTech's rating outlook remains
stable.

These rating actions were taken:

   * New rating assigned -- Ba3 to GrafTech Finance's proposed
     senior secured revolving credit facility maturing
     July 15, 2010.

   * Ratings affirmed for GrafTech Finance -- B2 for the
     $450 million of 10.25% guaranteed senior unsecured notes due
     2012.

Ratings affirmed for GrafTech:

     (i) B1 senior implied rating,

    (ii) B3 senior unsecured issuer rating,

   (iii) B2 for the $225 million of 1.625% convertible debentures
         due 2024, and

    (iv) SGL-2 speculative grade liquidity rating.

GrafTech's ratings reflect:

   (1) its high leverage and negative net worth; modest cash flow;

   (2) the cyclical nature of its primary end-user markets, the
       steel and aluminum industries;

   (3) potential cost pressures related to reduced global
       production of needle coke, a key raw material; and

   (4) its exposure to changing energy costs and currency rates.

Its ratings are supported by its significant market share for
graphite and carbon electrodes, market and production-base
diversity, industry-leading cost position, and good liquidity.

GrafTech's stable outlook reflects a favorable business outlook
given increased steel and aluminum production, expanding sales and
margins, and good liquidity.  The primary factors that could lead
to a positive rating outlook include attainment of consistently
positive free cash flow and sizable debt reduction.  Factors that
could lead to a negative outlook include a downturn in global
steel market conditions, higher needle coke prices, or
debt-financed acquisitions, dividends or stock repurchases.

Over the last year, GrafTech has been able to increase production
volumes and selling prices for graphite electrodes, which has been
one of the contributors to its 16% increase in net sales.  
However, while its operating margins and cash flow have increased,
operating and administrative costs have offset much of the
top-line improvement.  Therefore, the company's free cash flow
remains slightly negative.

Cost pressures could worsen due to declining supplies of needle
coke, which represents about 30% of GrafTech's production costs.
Unocal, one of the largest US producers of needle coke, announced
that it was selling certain of its assets at its Lemont, Illinois
facility and that the buyer does not intend to use the assets for
needle coke production.  While GrafTech has contracted for 95% of
its anticipated 2005 needle coke needs and has locked in the price
for approximately 90% of that volume, a shortage of needle coke is
likely to impact GrafTech's production costs beyond 2005.  Also,
in October, the company announced that higher costs for global
work processes, information systems and Sarbanes-Oxley compliance
had impacted earnings.  These costs will be incurred into early
2005.  The company also plans to add employees and resources in
its Advanced Energy Technology group as that segment grows, and it
plans to increase capex in order to expand its graphite electrode
production capacity, primarily at its plants in South Africa and
France.

At the beginning of the year, Moody's was anticipating a gradual
improvement in GrafTech's credit metrics and a return to positive
cash from operating activities.  While higher costs may pressure
our ratings, Moody's believes the current ratings can accommodate
modest margin erosion as long as there is no significant reversal
of graphite electrode prices and overall revenues.  If steel
markets continue to be strong, then higher needle coke costs,
since they impact all graphite electrode producers, may be the
catalyst for higher electrode prices, just as strong steel demand
has allowed the steel companies to offset higher costs with higher
selling prices.

The new senior secured revolving credit facility is guaranteed, on
a senior secured basis, by GrafTech, its domestic subsidiaries
(excluding AET), and UCAR S.A. (Swissco).  The facility is secured
by substantially all the assets of GrafTech, its domestic
subsidiaries (excluding AET), Swissco, and by a pledge of the
capital stock representing GrafTech's 97.5% ownership in AET, 100%
of the equity of Swissco and 65% equity ownership of Swissco's
first-tier subsidiaries.  This is a change from the existing
credit facility, where the banks have the guarantee of AET and a
pledge of its assets, but do not have a guarantee or pledge of
Swissco's assets and only have 65% of the equity of Swissco.  
Moody's believes that the assets securing the credit facility
(approximately $400 million of book value) provide adequate
collateral protection for bank creditors, and have notched the
credit facility up one notch from GrafTech's senior implied
rating.  The terms of the new credit facility are very
accommodating with respect to additional indebtedness, investments
and acquisitions, which can be as large as $200 million, capital
expenditures, asset sales and spin offs, and dividends and
distributions.

GrafTech International Ltd., headquartered in Wilmington,
Delaware, is a leading global manufacturer of graphite and carbon
electrodes, cathode blocks, and other graphite and carbon
products.


GRAFTECH FINANCE: S&P Rates Proposed $225M Credit Facility 'BB-'
----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB-' bank loan
rating and recovery rating of '1' to GrafTech Finance Inc.'s
proposed $225 million revolving credit facility.  GrafTech Finance
is a wholly owned financing subsidiary of GrafTech International
Ltd. (B+/Negative/--).

"These ratings indicate that lenders can expect full recovery of
principal in the event of default," said Standard & Poor's credit
analyst Dominick D'Ascoli.  Ratings are based on preliminary
documentation and subject to Standard & Poor's review of final
documentation.

The new revolving credit facility will replace an existing
E175 million facility that matures in 2006.

The proposed revolving credit facility is guaranteed by GrafTech
International and all its U.S. subsidiaries, except Advanced
Energy Technology Inc.  It is also guaranteed by UCAR S.A.
Standard & Poor's estimates that for 2004, the U.S. guarantors
will account for approximately one third of total EBITDA.

The ratings on GrafTech International reflect its aggressive
financial leverage, poor free cash flow generation, significant
exposure to the cyclical steel industry, and uncertainties and
concerns pertaining to needle coke.  Somewhat offsetting these
negative factors are the company's favorable cost position
compared with its competitors, good market position in graphite
electrodes, and currently favorable industry conditions.

GrafTech International manufactures carbon-based materials
throughout the world for use in various applications.  Its primary
product is graphite electrodes, which accounted for 68% of the
$800 million in sales generated in the 12 months ended
September 30, 2004.  Because graphite electrodes are primarily
used in electric arc steel furnaces, the company is exposed to the
cyclical steel industry, which is currently enjoying extremely
good fundamentals.  Indeed, favorable conditions in the steel
industry are translating to improved graphite electrode demand and
prices, increasing the company's average contract realizations for
2005, which are 60% locked in.


HAYES LEMMERZ: Will Host 3rd Quarter Conference Call on Dec. 10
---------------------------------------------------------------
Hayes Lemmerz International, Inc. (NASDAQ: HAYZ) reported that it
will host a telephone conference call to discuss the Company's
fiscal year 2004 third quarter financial results on December 10,
2004, at 9:30 a.m. (ET).

To participate by phone, please dial 10 minutes prior to the call:

      (800) 399-3882 from the United States and Canada
      (706) 634-4552 from outside the United States

Callers should ask to be connected to Hayes Lemmerz earnings
conference call, Conference ID#1431581.

The conference call will be accompanied by a slide presentation,
which can be accessed that morning through the Company's Web site,
in the Investor Kit presentations section at:

   http://www.hayes-lemmerz.com/investor_kit/html/presentations.html

A replay of the call will be available from 12:00 Noon (ET),
December 10, 2004 until 11:59 p.m. (ET), December 17, 2004, by
calling (800) 642-1687 (within the United States and Canada) or
(706) 645-9291 (for international calls). Please refer to
Conference ID#1431581.

An audio replay of the call is expected to be available on the
Company's Web site beginning 48 hours after completion of the
call.   

Hayes Lemmerz International, Inc., is a world leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The Company filed for chapter 11 protection on
December 5, 2001 (Bankr. D. Dela. Case No. 01-11490).  The
Debtors' confirmed chapter 11 Plan took effect on June 3, 2003.  
Eric Ivester, Esq., and Mark S. Chehi, Esq., at Skadden, Arps,
Slate, Meager & Flom, represented the Debtors in their
restructuring efforts. (Hayes Lemmerz Bankruptcy News, Issue No.
56; Bankruptcy Creditors' Service, Inc., 215/945-7000)


HEALTH & NUTRITION: Sept. 30 Balance Sheet Upside-Down by $828K
---------------------------------------------------------------
Health & Nutrition Systems International, Inc. (OTC Bulletin
Board: HNNSQ) reported the results of operations for the three-
and nine-month periods ended Sept. 30, 2004.

HNS reported a profit of $185,899 for the three months ended
September 30, 2004, compared to net profit of $183,835 in the same
period of 2003, which represented a net profit of $.05 per share.
The net loss for the nine months ending September 30, 2004, was
($773,788), which represented a net loss of ($.20), compared to a
net profit of $344,479 and a $.09 per share for the corresponding
period in 2003.

Revenues for the three months ended September 30, 2004, were
$2,370,380, compared to $1,867,887 for the same period in 2003, an
increase of $502,493.  Operating expenses were $1,236,849 for the
three months ended September 30, 2004, compared to $1,181,034 for
the same period in 2003, an increase of $55,815.  Advertising
expenses increased $32,026 while general and administrative
expenses increased by $19,343, compared to the same period in
2003.  Gross profit for the three months ended September 30, 2004,
was $1,429,216, or 60% of revenue, compared to $1,100,512, or 59%
of revenue, for the same period in 2003.  Revenues for the nine
months ended September 30, 2004, were $5,249,928, compared to
$4,369,984 for the same period in 2003, an increase of $879,944.
Operating expenses were $3,717,867 for the nine months ended
September 30, 2004, compared to $2,498,217 for the same period in
2003, an increase of $1,219,650.  Advertising expenses increased
$697,470, while general and administrative expenses increased
$517,008, as compared to the same period in 2003.  Gross profit
for the nine months ended September 30, 2004, was $2,968,651 or
57% of revenue, compared to $2,597,907, or 59% of revenue, for the
same period in 2003.

Operating expenses rose significantly as a percentage of sales, to
71%, increasing by $1,219,650 as compared to the corresponding
period last year.  The higher costs of doing business, as
reflected in this rise in operating expenses, was the major factor
contributing to the Company's net loss for the nine-month period.
This trend abated somewhat in the three-month period ending
September 30, 2004 period.  Industry trends, however, as well as a
longer term trend reflecting deteriorating operating performance,
spurred the HNS Board of Directors to file for bankruptcy
protection under Chapter 11 of the federal bankruptcy laws on
October 15, 2004.  The Company is currently operating as debtor in
possession.

At Sept. 30, 2004, Health & Nutrition's balance sheet showed an
$827,848 stockholders' deficit, compared to a $1,013,747 deficit
at June 30, 2004.

Headquartered in West Palm Beach, Florida, Health & Nutrition
Systems International, Inc. -- http://www.hnsglobal.com/--  
develops and markets weight management products in over 25,000
health, food and drug store locations.  The Company's products can
be found in CVS, GNC, Rite Aid, Vitamin Shoppe, Vitamin World,
Walgreens, Eckerd and Wal-Mart.  The Company's HNS Direct division
distributes to independent health food stores, gyms and
pharmacies.  The Company filed for chapter 11 protection on
Oct. 15, 2004 (Bankr. S.D. Fla. Case No. 04-34761).  Arthur J.
Spector, Esq., at Berger Singerman, represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,182,382 in total assets and $2,196,129
in total Debts as of June 30, 2004.


INTERSTATE BAKERIES: Section 341 Meeting Reset to Dec. 15
---------------------------------------------------------
Because Interstate Bakeries Corp. and its debtor-affiliates have
not filed their Schedules of Assets and Liabilities and Statements
of Financial Affairs, the Section 341 Meeting of the Debtors'
creditors is rescheduled to Dec. 15, 2004, at 9:00 a.m.

The Meeting will be held at the U.S. Courthouse, Room 2110B, 400
E. 9th St., in Kansas City, Missouri.

All creditors are invited, but not required, to attend.  This    
Official Meeting of Creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
officer of the Debtors under oath.

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)


K. HOVNANIAN: Moody's Places Ba3 Rating on $100M Senior Sub. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 to $200 million of senior
notes and a Ba3 to $100 million of senior subordinated notes of
K. Hovnanian Enterprises, Inc.  At the same time, Moody's
confirmed all of the company's existing ratings, including the
senior implied rating, issuer rating, and the ratings on the
company's existing senior notes at Ba2 and on its existing senior
subordinated notes at Ba3.  The ratings outlook is positive.

The positive ratings outlook reflects the company's continuing
improvement in its financial results and credit profile and
Moody's expectation that the company will continue to execute its
acquisition-based growth strategy in a disciplined manner.

The ratings acknowledge Hovnanian's increased size, scale and
market penetration, continuing success in diversifying its
operating profits, smooth integration of previous acquisitions,
long history, and significant management ownership.  At the same
time, however, the ratings consider Hovnanian's higher-than-
average business risk profile given its apparent appetite for
acquisitions, somewhat greater use of debt leverage than that of
its peers, capacity under its credit agreement that could lead to
substantial additional debt incurrence, integration risks
associated with its most recent group of acquisitions, long land
position (although heavily optioned), and the cyclical nature of
the homebuilding industry.

The ratings confirmed are:

   * Ba2 senior implied rating

   * Ba2 senior unsecured issuer rating

   * Ba2 on $150 million of 10.5% senior notes due 10/01/2007

   * Ba2 on $100 million of 8% senior notes due 04/01/2012

   * Ba2 on $215 million of 6.5% senior notes due January 15, 2014

   * Ba2 on $150 million of 6.375% senior notes due December 15,
     2014

   * Ba3 on $150 million of 8.875% senior subordinated notes due
     April 1, 2012

   * Ba3 on $150 million of 7.75% senior subordinated notes due
     May 15, 2013

   * (P)Ba2/(P)Ba3/(P)Ba3/(P)B1 prospective ratings on
     $162 million of various securities that could be offered
     under a multiple seniority shelf registration

All of K. Hovnanian Enterprises' debt is guaranteed by the parent
company, Hovnanian Enterprises, Inc., and by its restricted
operating subsidiaries.

The company's credit statistics, which for years trailed those of
most of its Ba2 and Ba3 peer group, caught up with, and began
surpassing, its peer group comparables in fiscal 2002, with
substantial improvement seen in fiscal 2003 and 2004 and continued
strengthening expected in fiscal 2005.  Particularly strong were
the company's returns-ROE, ROA, and ROC-as well as its gross
margins.  The latter metric, 25.6% for the last 12 months ended
July 31, 2004, was noteworthy considering that Hovnanian forgoes a
substantial amount of the profit potential inherent in building a
home by owning substantially less land than that of its peer
group.  While debt leverage, as measured by homebuilding
debt/capitalization (although not by debt/EBITDA), still stood out
as among the more aggressive in the peer group, the company's
deleveraging momentum has been clear, and Moody's expects the
company to maintain an average net homebuilding
debt/capitalization ratio of below 50% during fiscal 2005.

Going forward, the ratings outlook will depend largely on the
company's reducing and maintaining its homebuilding debt leverage
well below the 50% target, growing its equity base, and
successfully integrating its recent and any further acquisitions
while continuing to generate above-average returns.  Factors that
could stress the outlook and ratings will include material
problems in integrating its acquired companies or any significant
releveraging of the balance sheet for acquisitions, share
repurchases, or because of major impairment charges.

Established in 1959 and headquartered in Red Bank, New Jersey,
Hovnanian Enterprises, Inc., designs, constructs and markets
single-family detached homes and attached condominium apartments
and townhouses.  Revenues and net income for the last 12 months
ended July 31, 2004, were $3.8 billion and $306 million,
respectively.


KMART HOLDING: Merges with Sears to Create 3rd Largest Retailer
---------------------------------------------------------------
Kmart Holding Corporation (NASDAQ:KMRT) and Sears, Roebuck and Co.
(NYSE:S) have signed a definitive merger agreement that will
combine Sears and Kmart into a major new retail company named
Sears Holdings Corporation.  Sears Holdings will be the nation's
third largest retailer, with approximately $55 billion in annual
revenues, 2,350 full-line and off-mall stores, and 1,100 specialty
retail stores.

Both Sears, Roebuck and Kmart have made significant strides in
transforming their organizations, and the merger will further
accelerate this process for both companies.  Sears Holdings will
be headquartered in Hoffman Estates, Illinois, and Kmart will
continue to have a significant presence in Troy, Michigan.  The
combined business will have a broader retail presence and improved
scale through a national footprint of nearly 3,500 retail stores.
The combined company will also benefit from improved operational
efficiency in areas such as procurement, marketing, information
technology and supply chain management.

Under the terms of the agreement, which was unanimously approved
by both companies' boards of directors, Kmart shareholders will
receive one share of new Sears Holdings common stock for each
Kmart share.  Sears, Roebuck shareholders will have the right to
elect $50.00 in cash or 0.5 shares of Sears Holdings (valued at
$50.61 based on Tuesday's closing price of Kmart shares) for each
Sears, Roebuck share.  Shareholder elections will be prorated to
ensure that in the aggregate 55 percent of Sears, Roebuck shares
will be converted into Sears Holdings shares and 45 percent of
Sears, Roebuck shares will be converted into cash.  The current
value of the transaction to Sears, Roebuck shareholders is
approximately $11 billion.  The transaction is expected to be tax-
free to Kmart shareholders and tax-free to Sears, Roebuck
shareholders to the extent they receive stock.

Edward S. Lampert, chairman of Kmart, will be the chairman of
Sears Holdings.  He will be joined in an Office of the Chairman by
Alan J. Lacy, current chairman and chief executive officer of
Sears, and Aylwin B. Lewis, current president and chief executive
officer of Kmart.  Mr. Lacy will be vice chairman and chief
executive officer of Sears Holdings; Mr. Lewis will be president
of Sears Holdings and chief executive officer of Kmart and Sears
Retail.  Glenn R. Richter, currently executive vice president and
chief financial officer of Sears, Roebuck, will be executive vice
president and chief financial officer of Sears Holdings.  William
C. Crowley, currently senior vice president - finance of Kmart and
a Kmart Board member will be executive vice president, finance and
integration of Sears Holdings.

Messrs. Lampert, Lacy, and Lewis will join a ten-member Sears
Holdings board of directors, which will include a total of seven
members of the current Kmart board and three members of the
current Sears, Roebuck board.  Sears Holdings will act as the
holding company for the Sears and Kmart businesses, which will
continue to operate separately under their respective brand names.

Mr. Lampert said, "The combination of Kmart and Sears is extremely
compelling for our customers, associates and shareholders as it
will create a powerful leader in the retail industry, with greatly
expanded points of distribution, leading proprietary home and
apparel brands and significant opportunities for improved scale
and operating efficiencies.  The merger will enable us to manage
the businesses of Sears and Kmart to produce a higher return than
either company could achieve on its own."

ESL Investments and its affiliates, which are controlled by Mr.
Lampert, have agreed to vote all Kmart and Sears, Roebuck shares
they own in favor of the merger and to elect stock in the
transaction with respect to their shares of Sears, Roebuck.

Mr. Lacy said, "The combination will greatly strengthen both the
Sears and Kmart franchises by accelerating the Sears off-mall
growth strategy and enhancing the brand portfolio of both
companies.  This will clearly be a win for both companies'
customers while significantly enhancing value for all
shareholders.  We will have a total combined store base of nearly
3,500 stores and the leading service organization in the industry
capable of a major expansion to serve the needs of existing Kmart
and Sears customers."

Mr. Lewis said, "Kmart has made great progress over the past 18
months to strengthen the organization in terms of profitability
and product offerings.  We believe the combination of Kmart and
Sears will create a true leader in the retail industry - both as a
key part of local communities and as a national presence.
Together, we will further enhance our capabilities to better serve
customers by improving in-store execution and ultimately
transforming the customer's in-store experience."

Sears Holdings will feature a powerful home appliance franchise as
well as strong positions in tools, lawn and garden, home
electronics, and automotive repair and maintenance.  Key
proprietary brands include Kenmore, Craftsman, and DieHard.  The
company will have a broad apparel offering, including such well-
known labels as Lands' End, Jaclyn Smith, and Joe Boxer as well as
the Apostrophe and Covington brands.  It will also have Martha
Stewart Everyday products, which are now offered exclusively in
the U.S. by Kmart and in Canada by Sears Canada.

Kmart specialty retail stores will continue to carry their current
lineup in proprietary home and fashion lines including Thalia
Sodi, Jaclyn Smith, Joe Boxer, Martha Stewart Everyday, Route 66
and Sesame Street.

The combination of the two companies is conservatively estimated
to generate $500 million of annualized cost and revenue synergies
to be fully realized by the end of the third year after closing.
The transaction, after giving effect to estimated synergies, is
expected to be significantly accretive to earnings per share in
the first year before one-time restructuring costs.

The companies expect to realize approximately $200 million in
incremental gross margin from revenue synergies by capitalizing on
cross-selling opportunities between Kmart and Sears' proprietary
brands and by converting a substantial number of off-mall Kmart
stores to the Sears nameplate in addition to the 50 Kmart stores
Sears acquired earlier this year.

The company expects to achieve annual cost savings of over $300
million principally through improved merchandising and non-
merchandising purchasing scale as well as improved supply chain,
administrative and other operational efficiencies.  In addition,
the combined company will complete a full store asset review as
part of a plan to monetize non-strategic real estate assets as
appropriate.

Mr. Crowley and Mr. Richter will jointly lead an integration team
of key operating executives from both companies to drive planning
and execution of the integration of the companies' operations.

The merger, which is expected to close by the end of March 2005,
is subject to approval by Kmart and Sears shareholders, regulatory
approvals and customary closing conditions.  Lehman Brothers
served as financial advisor to Kmart, and Simpson Thacher &
Bartlett LLP provided legal counsel to Kmart.  Morgan Stanley
served as financial advisor to Sears, and Wachtell, Lipton, Rosen
& Katz provided legal counsel to Sears.

                   About Sears, Roebuck and Co.

Sears, Roebuck and Co. is a leading broadline retailer providing
merchandise and related services.  With revenues in 2003 of $41.1
billion, the company offers its wide range of home merchandise,
apparel and automotive products and services through more than
2,300 Sears-branded and affiliated stores in the U.S. and Canada,
which includes approximately 870 full-line and 1,100 specialty
stores in the U.S. Sears also offers a variety of merchandise and
services through sears.com, landsend.com, and specialty catalogs.
Sears is the only retailer where consumers can find each of the
Kenmore, Craftsman, DieHard and Lands' End brands together --
among the most trusted and preferred brands in the U.S. The
company is the largest provider of product repair services with
more than 14 million service calls made annually.  For more
information, visit the Company's Web site at http://www.sears.com/

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- is a mass  
merchandising company that offers customers quality products
through a portfolio of exclusive brands that include Thalia Sodi,
Jaclyn Smith, Joe Boxer, Martha Stewart Everyday, Route 66 and
Sesame Street.  The Company filed for chapter 11 protection on
January 22, 2002 (Bankr. N.D. Ill. Case No. 02-02474).  Kmart
emerged from chapter 11 protection on May 6, 2003.  John Wm.
"Jack" Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, represented the retailer in its restructuring efforts.  The
Company's balance sheet showed $16,287,000,000 in assets and
$10,348,000,000 in debts when it sought chapter 11 protection.


LEVEL 3: Moody's Assigns B3 Rating to Proposed $450 Mil. Facility
-----------------------------------------------------------------
While affirming Level 3 Communications, Inc.'s Caa2 senior implied
rating, Moody's Investors Service assigned a B3 rating for
subsidiary Level 3 Financing, Inc.'s proposed $450 million bank
credit facility due in 2011, and upgraded $500 million of existing
guaranteed senior unsecured notes previously issued by Financing
to Caa1 from Caa2.  Moody's also downgraded the existing senior
unsecured debt of Parent to Ca from Caa2, and assigned a Ca rating
to Parent's proposed $200 million convertible note issuance due
2011.  The widening of notching among Level 3's debt ratings
reflects both the contractual and structural subordination
associated with the introduction of operating company guarantees
and security into the capital structure and the weaker relative
recovery prospects that result therefrom.

Moody's has taken these rating actions at:

   -- Level 3 Communications, Inc:

      * Issuer level ratings:

        (1) Senior implied rating -- affirmed at Caa2

        (2) Speculative grade liquidity rating -- affirmed at
            SGL-1

        (3) Senior unsecured issuer rating -- downgraded to Ca
            from Caa2

      * Senior unsecured debt ratings:

        (1) $200 million proposed convertible note offering due in
            2011 -- assigned a Ca

        (2) 9.125% Senior notes due in 2008 -- downgraded to Ca
            from Caa2

        (3) 11% Senior notes due in 2008 -- downgraded to Ca from
            Caa2

        (4) 10.5% Senior discount notes due in 2008 -- downgraded
            to Ca from Caa2

        (5) 10.75% Senior Euro notes due in 2008 -- downgraded to
            Ca from Caa2

        (6) 12.875% Senior discount notes due in 2010 --
            downgraded to Ca from Caa2

        (7) 11.25% Senior Euro notes due in 2010 -- downgraded to
            Ca from Caa2

        (8) 11.25% Senior notes due in 2010 -- downgraded to Ca
            from Caa2

        (9) 2.875% Convertible senior notes due in 2010 --
            downgraded to Ca from Caa2

      * Subordinated debt ratings:

        (1) 6% Convertible subordinated notes due in 2009 --
            downgraded to C from Ca

        (2) 6% Convertible subordinated notes due in 2010 --
            downgraded to C from Ca

   -- Level 3 Financing, Inc. (Level 3 Communication's
      intermediate holding subsidiary):

      * $450 million guaranteed senior secured bank credit
        facility due in 2011 -- assigned a B3

      * $500 million guaranteed senior unsecured 10.75% notes due
        in 2011 -- upgraded to Caa1 from Caa2

The outlook for all ratings is stable.

The Caa2 senior implied rating reflects Level 3's limited
financial flexibility given its substantial debt levels, inability
to generate free cash flow, and its weak coverage metrics in an
industry that is under considerable pricing pressure.  The highly
competitive broadband sector, characterized by overcapacity,
continues to experience significant price compression, and with
few carriers consolidating, Moody's believes the industry may
undergo another wave of financial restructuring before pricing
stabilizes.  In addition, certain core product areas such as
managed modem service, where Level 3 currently has an approximate
50% market share, are experiencing secular declines in demand as
customers migrate to higher bandwidth products.  Level 3's
long-term competitive strength will rely on its ability to
leverage its existing infrastructure to compete in areas with
higher expected growth such as residential, enterprise, and
wholesale VoIP.  Moody's is concerned that Level 3's high fixed
charges and capital investment required to support the revenue and
earnings growth necessary to service its significant debt
obligations will continue to erode the company's liquidity, and
potentially the company's ability to compete effectively over the
long term.  Supporting the rating are Level 3's high operating
margins and strong liquidity.  Level 3's high operating margins
indicate that the company is experiencing a higher than industry
average level of network efficiency, a potential competitive
advantage longer term.  The company's high cash balances, on the
other hand, allow the company to effectively deal with a
challenging competitive environment by funding near term
investment needs.

The stable rating outlook reflects Moody's view that Level 3's
ratings are not likely to change during the next 12 to 18 months
as business challenges are already factored into the company's
present ratings.  The company's high cash balance also reduces the
probability of default and downward rating pressure over the
intermediate term.  Nevertheless, Moody's does not expect Level 3
to generate positive free cash flow until at least 2006, which
leaves considerable uncertainty about the company's ability to
fully satisfy all of its obligations over the longer-term.  
Moody's also notes that Level 3 will face considerable refinancing
risk beginning in 2008 as its senior unsecured bonds at Parent
begin to mature.  If the company is unable to refinance these
obligations as maturity dates approach, the rating outlook and/or
ratings are likely to deteriorate.

Moody's believes that the proposed transaction, consisting of a
tender offer for the 2008 notes at a discount, a $450 million
senior secured bank loan facility at Financing and a $200 million
senior unsecured convertible note issuance at Parent, supports
Level 3's long-term credit strength by improving the company's
maturity profile and modestly reducing its overall interest
burden.  Moody's notes, however, that this partial refinancing is
likely only the first step toward refinancing its intermediate-
term maturities.  Widening of the notching among Level 3's debt
obligations reflects the introduction of guarantees and security
into the consolidated capital structure.

The B3 rating for the new $450 million senior secured bank credit
facility of Financing reflects its priority position in the
company's capital structure, as well as the benefits of its
collateral and guarantee package.  At closing, the bank credit
facility will benefit from senior secured guarantees from the
Parent company and certain non-regulated subsidiaries, as well as
a pledge of the tangible and intangible assets of these initial
guarantors.  The facility will also benefit from a pledge of the
stock of Level 3 Communications, LLC, Level 3's primary
telecommunication operating subsidiary.  Upon the receipt of
regulatory approval, the guarantee from and assets of Level 3
Communications, LLC will replace those of the non-regulated
subsidiaries.  The B3 rating reflects Moody's belief that there is
a sufficient amount of asset coverage enhancing the likelihood
that, in a distressed scenario, the senior secured lenders would
realize full recovery.  The B3 rating is predicated on two
assumptions: first, Level 3 Communications, LLC will successfully
obtain regulatory approval to guarantee and provide security to
the facility; secondly, the size of the senior secured obligation
will not increase significantly relative to projected earnings. In
the event that either assumption fails to hold, the senior secured
bank credit facility rating is likely to fall.

The upgrade of the $500 million 10.75% senior unsecured bond of
Financing reflects the recently added unconditional senior
unsecured guarantee by Level 3 Communications, LLC.  Moody's
believes that this guarantee sufficiently improves the
structurally senior attributes of these notes in terms of rights
of payment and liquidation preference to merit a rating one notch
higher than the Caa2 senior implied.  These bonds also benefit
from an inter-company subordination agreement, which, in the event
of bankruptcy, ranks Level 3 Communications, LLC's $500 million
inter-company obligation to Financing ahead of its significant
($11.9 billion as of October 2003) inter-company obligation to
Parent.

The downgrade of the existing senior unsecured debt and the
convertible subordinated debt of Parent incorporates the
contractual and structural subordination of these obligations to
the senior secured lenders as well as the guaranteed senior
unsecured notes of Financing.  The Ca ratings reflect Moody's view
that the senior unsecured Parent company debt has weak anticipated
recovery prospects as a result of constituting more than 10x
trailing twelve month EBITDA.  Full recovery, therefore, would
require Level 3 to grow rapidly, essentially by taking market
share in a tough competitive environment.  Moody's rates Parent's
senior subordinated notes two notches below its senior debt to
reflect their very low and highly equity-like relative ranking.

Level 3 has a financial strategy that prefunds anticipated capital
investment and results in strong liquidity, as reflected in its
SGL-1 liquidity rating.  Level 3's lack of available externally
committed financing and limited alternate sources of liquidity
only marginally impair its liquidity profile due to its high cash
balances.  Furthermore, Moody's believes that the company's value
in a distressed scenario would depend more on the strength of its
customer relationships and contracts than on underlying tangible
network assets.  With over $850 million in cash and marketable
securities on its balance sheet as of September 30, 2004, Moody's
believes that Level 3 has sufficient cushion to continue funding
shortfalls in operating cash flow and investment requirements at
current levels for at least three years.  The company's near-term
obligations are relatively light.  Other than approximately
$118 million in 2005 maturities associated with the GMAC
Commercial Mortgage, the company does not have any debt maturing
until 2008.  Moody's, however, anticipates that Level 3's
liquidity will weaken over the intermediate term as it continues
to fund operational shortfalls and investment needs with existing
cash.  In the event that Level 3's cash on hand continues to fall
and its ability to generate free cash flow fails to materialize
over the next twelve months, its liquidity rating will likely
deteriorate.

Level 3 is a leading nationwide communication provider and
software distributor, with 2003 annual sales of approximately
$4.0 billion.  It is headquartered in Broomfield, Colorado.


LEVEL 3: Fitch Junks Planned $200 Million Senior Convertible Notes
------------------------------------------------------------------
Fitch Ratings assigned a 'B-' senior secured rating to the
seven-year $450 million senior secured term loan facility at Level
3 Financing, Inc. (Level 3 Financing).  Likewise, Fitch has
upgraded the senior unsecured rating at Level 3 Financing to
'CCC+' from 'CCC'.  Additionally, Fitch has assigned a 'CCC-'
senior unsecured rating to the proposed issuance of $200 million
of senior convertible notes due 2011 by Level 3 Communications,
Inc.  Fitch has also downgraded the senior unsecured rating of
Level 3 to 'CCC-' from 'CCC' and affirmed the 'CC' convertible
subordinated debt rating.  The Rating Outlook is Stable.

Fitch's rating actions reflect the introduction of secured debt
into the consolidated capital structure, as well as the guarantee
of the senior unsecured notes at Level 3 Financing and the impact
of these changes on the recovery prospects of the different debt
classes.  Fitch's ratings also reflect Level 3's high leverage,
which is expected to remain near 10 times (x) through 2005,
expectation of negative free cash flow at least through 2005, the
large debt maturity amount in 2008, customer concentration, and
the competitive landscape.

The new seven-year $450 million secured term loan facility at
Level 3 Financing has covenants that mirror those in the company's
$500 million senior unsecured notes at this intermediate holding
company.  The new facility does not have covenants related to
minimum interest coverage, maximum leverage, minimum tangible net
worth, or cash conversion.  However, Level 3 has various lien
limitations, the most material being that the company and its
subsidiaries may not incur liens on any property to secure debt
with the exception of liens that do not exceed 1.5 times (x)
consolidated cash flow available for fixed charges of parents and
restricted subsidiaries.  Also, the company can incur liens
associated with securing purchase debt in an aggregate amount not
to exceed 5% of the parent's consolidated tangible assets.  The
facility will be used to fund Level 3's tender offer for cash up
to $450 million aggregate principal amount of various debt
securities due 2008.  If successful, the tender will reduce 2008
outstanding debt maturities from $2.37 billion to approximately
$1.92 billion. From a credit perspective, this is a positive
movement in a material maturity risk for the company.  With the
exception of approximately $144 million of maturities in 2005,
Level 3 does not have any maturities until 2008.  The secured
rating also reflects the recovery prospects of the term loan
facility.  It should be noted that this rating reflects Fitch's
expectation that Level 3 will be successful in obtaining
regulatory approval for its regulated entity, Level 3
Communications, LLC and its subsidiaries to guarantee and pledge
assets to secure the loan.  Additionally, Fitch is recognizing the
improved recovery prospects of the unsecured notes at Level 3
Financing as a result of the unsecured guaranty by Level 3
Communications, LLC that was approved on October 20, 2004, by the
required public utility commissions.

Level 3 is also issuing $200 million of new senior convertible
notes due 2011 that will support the company's liquidity profile.
These notes rank pari passu with all other senior unsecured debt
at Level 3.  Level 3 has been experiencing increasing negative
free cash flow as a result of significantly higher capital
spending associated with new services and contracts, lower dark
fiber sales, and integration costs associated with recent
acquisitions.  Level 3 is expected to generate approximately
$280 million to $310 million of negative free cash flow in 2004.
Fitch believes that a cash flow neutral position will not be
achieved prior to 2006 for Level 3.  Level 3 had $856 million of
cash and marketable securities as of the end of the third-quarter
2004.  The addition of the cash from the new convertible issuance
will enhance the company's flexibility to fund future cash flow
needs, 2005 maturities, and make opportunistic acquisitions, as
well as continue to address its 2008 maturity level.

The downgrade of the debt ratings at Level 3 reflect the reduced
recovery prospects associated with this debt due to the more
senior priority of the new $450 million secured term loan and the
guaranteed $500 million senior notes at Level 3 Financing.

Not withstanding all the near-term credit issues surrounding
Level 3, an important issue that will influence its long-term
competitive and financial position is its success in attracting
VoIP operators to its service portfolio.  The company has shown
initial success with VoIP winning requests for proposals
associated with this service, as well as signing many value added
reseller agreements.  Fitch expects that VoIP-based services will
be successful in penetrating the traditional wireline market with
a meaningful impact starting in 2006 and beyond.

Fitch's Stable Rating Outlook reflects the company's strong cash
position and the expectation that it will continue to meet its
obligations through at least 2007.


MICROCELL TELECOMMS: Moody's Withdraws Ratings After Debt Payment
-----------------------------------------------------------------
Moody's Investors Service withdrew all ratings for Microcell
Telecommunications, Inc., and its subsidiary, Microcell Solutions
Inc., as Microcell has been acquired by Rogers Wireless, Inc., and
all outstanding debt has been repaid.

Ratings affected by this action:

   * Microcell Telecommunications Inc.

     -- Senior Implied Rating Caa1 (withdrawn)
     -- Issuer Rating Ca (withdrawn)

   * Microcell Solutions Inc.

     -- 1st Priority Senior Secured B3 (withdrawn)

        * Revolving bank loan, due February 2010 C$50 million
        * Term Loan A, due February 2011 C$200 million

     -- 2nd Priority Senior Secured Caa2 (withdrawn)

        * Term Loan B, due August 2011 C$200 million

Microcell Telecommunications, Inc., is now owned by Rogers
Wireless, Inc., and collectively they are the largest wireless
business in Canada.  Microcell is headquartered in Montreal,
Quebec, Canada. Rogers Wireless and Rogers Communications are
headquartered in Toronto, Ontario, Canada.


NAPIER ENVIRONMENTAL: Reports Third Quarter 2004 Financial Results
------------------------------------------------------------------
Napier Environmental Technologies, Inc. (TSX:NIR) reported results
for the third quarter.  Sales at $1.7 million were $0.1 million
less than the third quarter of 2003.  Gross Profit at $0.4 million
was $0.2 million less than last year.  Gross Margins at 26% were 6
percentage points lower than the 32% in 2003 due primarily to a
provision to write down obsolete inventory.  Operating expenses
were $0.1 million lower than last year's level of $1.1 million.
The net loss was $0.7 million, which is $0.1 million more than the
prior year due to lower gross profit.

Weaker than anticipated sales conditions in the third quarter
combined with a seasonal slowdown in the current quarter have
further eroded the company's financial position, and it now has
insufficient financial resources to meet all of its existing
creditor obligations.  On November 3, 2004, the company filed a
Notice of Intention to Make a Proposal under the Bankruptcy and
Insolvency Act.  The Notice of Intention filing allows Napier to
maintain operations while completing necessary changes to improve
its business and develop a restructuring proposal for creditors.

As previously announced, the company is working to refine its
business model - with a greater focus on existing core patents,
products and customers, and a significant reduction in SG&A costs.
The objective will be to move forward with a solid plan that
leverages the proven effectiveness of its products and the
validation of some of the world's leading coating and home
improvement companies.  This will be accomplished through a
strategic review process over the next 100 days. Additional
financing or investment may be required during the period to
ensure that the company can complete the restructuring process.
There can be no assurance that the company will successfully
emerge from its reorganization proceedings.  Approval of a Plan
and emergence from reorganization proceedings are subject to a
number of conditions.

Full audited annual financial statements, including management's
discussion and analysis, can be found on the company's Web site -
http://www.napierenvironmental.com/under "investor  
relations/financials" as well as at http://www.sedar.com/

                        About the Company

Napier Environmental Technologies manufactures environmentally
safer wood treatments and paint removal products for commercial
and consumer markets.


NATIONAL MUSIC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: National Music Service Incorporated
        East 122 Montgomery
        Spokane, Washington 99207

Bankruptcy Case No.: 04-08409

Type of Business: The Debtor provides audio video production
                  and computer & audio visual services.

Chapter 11 Petition Date: November 16, 2004

Court: Eastern District of Washington (Spokane/Yakima)

Judge: Patricia C. Williams

Debtor's Counsel: David E. Eash, Esq.
                  Huppin Ewing Anderson & Paul
                  221 North Wall, Suite 500
                  Spokane, WA 99201
                  Tel: 509-838-4261
                  Fax: 509-838-4906

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Internal Revenue Service                 $1,668,124
WADC-9999
Ranch Cordova, CA 95743

Lehman Commercial Paper, Inc.              $590,000
745 7th Avenue
New York, NY 10019

Travis County Attorney General             $183,215
1010 Lavaca St.
P.O. Box 1748
Austin, TX 78767

State of Ohio                              $154,430

WA ST Employment Security                  $144,244

Commonwealth of PA                         $135,827

City of Spokane, PPT                       $102,459

Washington St. Employment Security          $88,353

Virginia R. Womach                          $85,984

State of Texas                              $77,613

State of Tennessee                          $71,531

BDO Seidman, LLP                            $70,025

Washington State                            $69,409

State of New York                           $54,086

Florida Dept. of Revenue                    $52,300

State of North Carolina                     $44,763

Florida, Sarasota                           $40,054

Florida Dept. of Revenue                    $40,054

State of Michigan-Department                $39,254

Dept. of Revenue Canada                     $37,768


NEVADA POWER: S&P Assigns 'BB' Rating to $250 Million Bonds
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to the
$250 million general and refunding bonds issued by Nevada Power.
Standard & Poor's also assigned its '1' recovery rating to the
bonds, indicating a high expectation of full recovery of
principal.  The '1' rating incorporates the overcollateralization
of the G&R bonds with utility property at the utilities.  The
proceeds will serve as long-term funding for the acquisition of
Duke Energy's Moapa gas plant and for some initial construction
costs, which has been thus far funded by the $350 million secured
bank revolving line of credit.  This line will continue to be
available for use as a construction revolver as well as for
general working capital needs at Nevada Power.

Ratings on Sierra Pacific Resources and its utility subsidiaries
Nevada Power Co. and Sierra Pacific Power Co. reflect a weak
consolidated business and financial profile.  An uncertain but
stabilizing regulatory climate in Nevada and a short generation
capacity position that creates exposure to the volatile wholesale
power markets are the principal sources of business risk for SRP.

The negative outlook reflects a financial profile that is still
slightly weak for the rating, and the risk posed by the exposure
to wholesale power markets until NPC can build new generation --
this exposure may result in power procurement costs significantly
higher than forecast and cause liquidity and cost recovery issues.
However, with much improved prospects for not having to make
termination payments to Enron following the recent federal court
ruling and continued collection of deferred power costs, SRP and
its subsidiaries' outlook could be revised to stable if
consolidated financial ratios improve to levels consistent with
the 'B+' corporate credit rating.


NEXTEL PARTNERS: Subscriber Growth Cues Moody's to Upgrade Ratings
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings for Nextel
Partners, Inc., and its subsidiary Nextel Partners Operating Corp.  
The rating outlook remains positive.

The affected ratings are:

   -- Nextel Partners, Inc.

      * Senior Implied rating -- upgraded to B1 from B2

      * Issuer rating -- upgraded to B3 from Caa1

      * Speculative grade liquidity rating -- confirmed at SGL-2

      * 12.5% Senior Discount Notes due 2009 -- upgraded to B3
        from Caa1

      * 8.125% Senior Notes due 2011 -- upgraded to B3 from Caa1

   -- Nextel Partners Operating Corp.

      * $100 million senior secured revolving credit facility
        -- upgraded to Ba3 from B1

      * $700 million senior secured term loan C -- upgraded to Ba3
        from B1

The rating upgrades are driven by the continued success of Nextel
Partners in rapidly growing its subscriber base, while at the same
time improving profitability and turning free cash flow positive.  
The positive rating outlook continues to reflect Moody's
expectation that the company will further improve its financial
position and that the ratings could be upgraded again in the
intermediate term should the amount of free cash flow generated
increase as expected.

The B1 senior implied rating reflects the very good financial and
operating performance of the company, offset by the still high
degree of debt leverage.  Nextel Partners has increased its
subscriber base by over 30% in the 12 months ended September 2004,
and maintained above average revenue per user (mid to high $60's)
and below average monthly churn (1.5% or less).  Notwithstanding
that rapid subscriber growth, Nextel Partners has produced free
cash flow (cash from operations less capital expenditures and
spectrum acquisitions) in each of the past four quarters.
Nonetheless the total amount of that free cash flow ($48 million)
represents only 2.6% of the company's total debt burden of
$1.6 billion.

The Ba3 rating on the $800 million of secured credit facilities
available to the company's subsidiary, Nextel Partners Operating
Corp., reflects Moody's opinion of the strong asset coverage
available to these lenders, notwithstanding the quite large
proportion of these obligations in the company's capital
structure.  The $700 million of term loans outstanding represent
less than $500 per subscriber, a very good ratio for the wireless
industry's highest paying, lowest churning subscribers.  The B3
rating on the senior unsecured notes of the ultimate parent
holding company, Nextel Partners, Inc., reflects their structural
subordination to the liabilities of the company's subsidiaries,
including the abovementioned credit facilities.

The positive rating outlook reflects Moody's opinion that given
the still steep trajectory of the company's credit improvement,
the ratings are likely to be upgraded again within the next 12 to
18 months, especially as the company approaches generating free
cash flow of 10% of its total debt.  The ratings are likely to
stabilize or move lower should Nextel Partners not be able to
continue to grow its subscriber base faster than the wireless
industry, and see its above average operating metrics (ARPU and
churn) deteriorate closer to industry averages, or capital
spending increases dramatically thereby reducing free cash flows.

In Moody's opinion, Nextel Partners possesses a "good" liquidity
profile with meaningful free cash flow generation, $100 million of
available revolving credit, and good covenant cushion, warranting
an SGL-2 rating.  As the company's cash flows continue to improve
and covenant cushion expands, the speculative grade liquidity
rating is likely to be upgraded.

Headquartered in Kirkland, Washington, Nextel Partners is a
provider of wireless telecommunications services serving over
1.5 million subscribers with LTM revenues of $1.3 billion.


OGLEBAY NORTON: Judge Rosenthal Confirms Plan of Reorganization
---------------------------------------------------------------
The Honorable Joel B. Rosenthal of the U.S. Bankruptcy
Court for the District of Delaware confirmed Oglebay Norton
Company's Second Amended Joint Plan of Reorganization on
Nov. 16.

The confirmation affirms that all reorganization requirements have
been met under the U.S. Bankruptcy Code and clears the way for
Oglebay Norton to emerge from chapter 11 protection.  The Company
said it expects to be able to satisfy all conditions to
effectiveness of its Plan and anticipates emerging from chapter 11
by the end of December or early January.

On Oct. 5, 2004, the judge refused to confirm the company's plan
because of concerns about the adequacy of insurance for future
tort liability claims related to asbestos and silica products.

During the Nov. 16 rehearing, the Debtors explained to the Court
that the objecting tort claimants comprise only 15% of the total
number of tort claimants, which means that the majority do not
object to the confirmation of the Plan.

According to the Debtors, they have two sources of insurance from
which to satisfy the tort claims -- the London Trust Fund and
their own insurance policies.

"The confirmation of our Plan signals a new beginning for Oglebay
Norton," said Michael D. Lundin, president and chief executive
officer.  "The court has affirmed that our plan of reorganization
is reasonable and provides the best value for creditors.  The
company will emerge from bankruptcy court protection with a de-
levered balance sheet, strong momentum and a continued focus on
serving our customers."

Mr. Lundin credited the commitment of the company's employees and
the support of customers, vendors and lenders for preserving and
growing the business during bankruptcy.  He thanked the creditors'
committee and management's outside advisors for their hard work in
expeditiously navigating the chapter 11 process.

Mr. Lundin said the company intends to continue to pursue the
strategic operating plan that management put in place in 2002, but
was unable to execute fully due to the financial challenges that
culminated in the chapter 11 filing.

"We are confident in our ability to implement this strategy and
return Oglebay Norton to sustained profitable growth while
generating cash flow to pay down debt," Mr. Lundin said.

As previously disclosed, the strategic Plan is based on the
company's core competencies of extracting, processing and
providing minerals.  The strategy is to expand current markets and
develop new ones for the Company's core limestone and limestone
fillers businesses while maximizing the profitability of the
industrial sands, lime and marine units.  Management remains in
active discussions to sell all or portions of the Company's mica
operations.

In accordance with the terms of the Plan of reorganization, as of
the close of business on the confirmation date of the plan, the
stock transfer register for the common stock of the company will
be closed.  The Company and its agents will have no obligation to
recognize the sale or transfer of any shares of common stock after
the confirmation date of the plan.  On the effective date of the
Plan, the common stock will be cancelled.

Headquartered in Cleveland, Ohio, Oglebay Norton Company --
http://www.oglebaynorton.com/-- mines, processes, transports and  
markets industrial minerals for a broad range of applications in
the building materials, environmental, energy and industrial
market.  The Company and its debtor-affiliates filed for chapter
11 protection on February 23, 2004 (Bankr. D. Del. Case Nos.04-
10559 through 04-10560).  Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $650,307,959 in total assets and
$561,274,523 in total debts.


PAXSON COMMS: Third Quarter EBITDA Up $2.2 Million From 2003
------------------------------------------------------------
Paxson Communications Corporation (AMEX:PAX), the owner and
operator of the nation's largest broadcast television station
group and the PAX TV network reaching 87% of U.S. households
(approximately 95 million homes), reported its financial results
for the quarter ended Sept. 30, 2004.

Financial Highlights:

   -- Net revenues for the third quarter of 2004 increased 2.6% to
      $65.9 million, compared to $64.2 million for the third
      quarter of 2003.  This increase was primarily due to
      increased revenues from long form paid programming.

   -- The Company's EBITDA for the third quarter of 2004 increased
      $2.2 million to $15.1 million, compared to $12.9 million for
      the third quarter of 2003.  This increase was primarily due
      to a reduction of $3.0 million in music license fees
      resulting from the conclusion of a dispute and the
      commencement of a new agreement with a music license
      organization during the third quarter of 2004.

   -- The Company's free cash flow decreased to negative
      $12.1 million for the three months ended September 30, 2004,
      compared to free cash flow of negative $11.5 million for the
      three months ended September 30, 2003.  This decrease was
      primarily due to increased program rights payments.

Paxson's Chairman and Chief Executive Officer, Lowell "Bud"
Paxson, commented, "We continue to generate stable revenues and
EBITDA and are looking to improve our top-line with our new
programs that are targeted to a viewing audience that is more
appealing to advertisers.  In the meantime, we continue to operate
as efficiently as possible, while working through alternatives
with our advisors, Bear Stearns and Citigroup, toward unlocking
the value of our national distribution platform."

Commenting on the outlook for the fourth quarter of 2004, Paxson's
Chief Financial Officer, Richard Garcia, added, "We continue to
focus on controlling our costs and preserving our liquidity.  We
ended the third quarter with $89.9 million of cash on hand.  We
currently expect our revenues for the fourth quarter of 2004 to
increase low to mid single digits compared to the fourth quarter
of 2003.  Our fourth quarter EBITDA is estimated to be in the $10
million to $12 million range."

Gross revenues (defined as net revenues plus agency commissions)
for the three months ended September 30, 2004, increased 1.8% to
$76.4 million, compared to gross revenues of $75.0 million for the
three months ended September 30, 2003.  Net revenues for the three
months ended September 30, 2004, increased 2.6% to $65.9 million,
compared to net revenues of $64.2 million for the three months
ended September 30, 2003.  Gross revenues for the nine months
ended September 30, 2004, increased 3.1% to $241.9 million
compared to gross revenues of $234.6 million for the nine months
ended September 30, 2003.  Net revenues for the nine months ended
September 30, 2004, increased 3.2% to $207.0 million, compared to
net revenues of $200.7 million for the nine months ended
September 30, 2003.  Revenue increases for both the three and nine
months ended September 30, 2004, were primarily due to increased
revenues from long form paid programming.

The Company's EBITDA for the three months ended September 30,
2004, increased by $2.2 million to $15.1 million, compared to
EBITDA of $12.9 million for the three months ended September 30,
2003.  The Company's EBITDA increase for the three months ended
September 30, 2004, was primarily due to a reduction of $3.0
million in music license fees resulting from the conclusion of a
dispute and the commencement of a new agreement with a music
license organization during the third quarter of 2004.

The Company's EBITDA for the nine months ended September 30, 2004,
was $38.7 million, compared to EBITDA of $45.3 million for the
nine months ended September 30, 2003.  The Company's EBITDA
decrease for the nine months ended September 30, 2004, was
primarily due to increased personnel costs, increased promotional
expenses and increased legal fees arising from litigation with the
Company's former insurance carrier over World Trade Center
property and business interruption coverage matters, as well as an
increase in programming amortization expense of $2.7 million in
the first quarter of 2004 related to the Company's decision to
shorten the expected useful life of its original program Just
Cause.  In addition, during the nine months ended September 30,
2003, the Company benefited from legal settlements of $2.2 million
and a reduction in its bad debt reserve of $1.5 million related to
the decrease in receivables that resulted from the Company's shift
in 2003 to more prepaid long form advertising.

The Company believes that net loss attributable to common
stockholders is the financial measure calculated and presented in
accordance with generally accepted accounting principles ("GAAP")
that is most directly comparable to EBITDA.  The Company's net
loss attributable to common stockholders was $58.0 million, or
$0.85 per share, for the three months ended September 30, 2004,
compared to a net loss attributable to common stockholders of
$54.0 million, or $0.80 per share, for the three months ended
September 30, 2003.  The Company's net loss attributable to common
stockholders for the three months ended September 30, 2004,
includes the $3.0 million reduction in music license fees which
was offset by a $4.6 million adjustment of programming to net
realizable value, as well as increased dividends on preferred
stock resulting from compounding dividends and from the adjustment
of the rate at which dividends accrue on the Company's Series B
preferred stock including costs associated with the determination
of the rate adjustment.

The Company's net loss attributable to common stockholders was
$167.0 million or $2.46 per share for the nine months ended
September 30, 2004, compared to a net loss of $94.5 million or
$1.40 per share for the nine months ended September 30, 2003.  The
increase in the Company's net loss attributable to common
stockholders for the nine months ended September 30, 2004,
resulted from an adjustment of programming to net realizable value
and the increased dividends, as well as gains on sales of
broadcast assets of $56.3 million recognized in 2003.  

The Company believes that cash flow from operating activities is
the financial measure calculated and presented in accordance with
GAAP that is most directly comparable to free cash flow.  The
Company's cash flow from operating activities was negative $7.9
million for the three months ended September 30, 2004, compared to
negative $6.3 million for the three months ended September 30,
2003.  The Company's cash flow from operating activities was
negative $25.2 million for the nine months ended September 30,
2004, compared to positive $13.1 million for the nine months ended
September 30, 2003.

The Company's free cash flow decreased to negative $12.1 million
for the three months ended September 30, 2004, compared to free
cash flow of negative $11.5 million for the three months ended
September 30, 2003.  This decrease was primarily due to increased
program rights payments.  The Company's free cash flow was
negative $37.5 million for the nine months ended September 30,
2004, compared to free cash flow of negative $3.3 million for the
nine months ended September 30, 2003.  The decrease in free cash
flow for the first nine months of 2004 compared to the nine months
ended September 30, 2003, was due primarily to programming rights
payments made under the letter of credit arrangements that relate
to original programming that premiered throughout the 2003/2004
broadcast season and decreased EBITDA.

                     Balance Sheet Analysis            

The Company's cash and short-term investments decreased by $21.9
million during the third quarter to $89.9 million as of
September 30, 2004.  The Company's total debt increased $12.6
million during the third quarter to $991.4 million as of
September 30, 2004.  The increase in total debt for the quarter
resulted primarily from accretion on the Company's 12-1/4% senior
subordinated discount notes.

                        About the Company

Paxson Communications Corporation owns and operates the nation's
largest broadcast television distribution system and the PAX TV
network.  PAX TV reaches 87% of U.S. television households via
nationwide broadcast television, cable and satellite distribution
systems.  PAX TV's original programming slate for the 2004-2005
broadcast season features three unscripted series, "Cold Turkey,"
"Model Citizens" and "Second Verdict;" a new scripted drama,
"Young Blades"; two entertaining variety programs, "America's Most
Talented Kids" and "World Cup Comedy," executive produced by
Kelsey Grammer; and two fast-paced game shows, "On the Cover" and
"Balderdash." Returning series include all-new episodes of PAX's
top-rated dramas, "Doc" and "Sue Thomas: F.B.Eye."  For more
information, visit PAX TV's Web site at http://www.pax.tv/

                          *     *     *

As reported in the Troubled Company Reporter on August 27, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Paxson Communications Corp. to 'B-' from 'B' due to the
lack of convincing progress toward completing a strategic
transaction that would boost liquidity.

The outlook is negative.  The West Palm Beach, Florida-based
television station owner and operator had approximately
$978.8 million of debt outstanding on June 30, 2004.

"The rating action reflects Standard & Poor's concerns that Paxson
has not executed a strategic transaction, including either an
investment by a strategic partner or an outright sale of the
company, that assures long-term liquidity," said Standard & Poor's
credit analyst Alyse Michaelson.  In the absence of a viable
longer-term strategy, concerns related to the cash flow generating
capabilities of Paxson's assets, its onerous debt burden with
certain debt requiring cash interest in 2006, and the redemption
request by the National Broadcasting Company, Inc., have
intensified.  Liquidity is far from sufficient to fund NBC's
roughly $575 million redemption request, although the redemption
request cannot trigger a default.


PINNACLE FOODS: Moody's Changes Ratings Outlook to Negative
-----------------------------------------------------------
Moody's Investors Service changed the rating outlook for Pinnacle
Foods Holding Corporation to negative from stable and affirmed all
existing ratings for the company.  Ratings affected include the
company's B1 senior secured, B3 senior subordinated, and B1 senior
implied rating.

The change in outlook to negative reflects lower than expected
earnings and cash flow since Pinnacle's acquisition of Aurora
Foods, combined with the expectation of additional weakening in
credit measurements in the first half of 2005, and uncertainty
about the timing and extent of benefits from actions being taken
to turn around sales and realize operational cost savings.  
Aurora's performance continued to weaken prior to Pinnacle's March
2004 acquisition of the company, and the stabilization of the
business after the acquisition has been more difficult than
anticipated.  In addition, frozen dinner category weakness has
negatively impacted Pinnacle's existing business, and input cost
increases have affected both businesses.  As a result, Pinnacle
plans up front spending for initiatives to increase sales and
distribution, which is expected to be largely funded from seasonal
and other working capital reduction, with anticipated benefits
realized in the latter part of 2005.  The ratings could be
downgraded if lower than expected free cash flow after working
capital requires reliance on incremental debt to fund upfront
spending and if resulting sales and cost savings are less than
expected, resulting in Debt/adjusted EBITDA levels remaining above
5.5x over the next year.  The outlook could stabilize in the next
twelve to eighteen months if Pinnacle's initiatives are successful
in improving sales and earnings and result in Debt/EBITDA reducing
to levels in the range of 5x.

Pinnacle Foods Holding Corporation's ratings are:

     i) $130 million senior secured revolving credit, maturing
        2009 -- B1,

    ii) $542 million term loan B, maturing 2010 -- B1,

   iii) $400 million senior suboridnated notes, maturing 2013
        -- B3,

    iv) Senior implied rating -- B1,

     v) Unsecured issuer rating -- B2,

    vi) Rating outlook -- negative.

Pinnacle's ratings are limited by high leverage, a weak balance,
and earnings pressures.  The Aurora business platform, which had
been burdened with excessive debt, volatile management, and weak
systems, had materially weakening trends prior to its acquisition
by Pinnacle.  Sales, market share and product profitability all
had been declining, with the decline accelerating in 2004.  
Aurora's weakness, along with the negative impact of high input
costs and intense competition in frozen meals on Pinnacle's
Swanson business, have resulted in much lower earnings and less
debt pay-down than expected when the acquisition was agreed to in
late 2003.  Pinnacle's strategies to turn around performance
include major investment in new products and marketing, the
results and success of which will take time to manifest.  The
ratings also consider that Pinnacle's major products are in mature
categories, where growth is difficult to sustain, and that a
consolidating food retailer customer base is exerting increasing
negotiating leverage over suppliers, seeking supplier investment
in supply chain efficiencies and product support and restraining
suppliers' pricing flexibility.

Pinnacle's ratings gain support from the scale and diversity
gained from the Aurora acquisition, which more than doubled sales
and added well-known brands (Mrs. Pauls, Van de Kamp's, Aunt
Jemima, Lender's, Log Cabin, Mrs. Butterworth's, and Duncan Hines)
in five categories (frozen fish, frozen breakfast, frozen bagels,
syrups, and baking mixes and frostings) to Pinnacle's well-known
brands (Swanson and Vlasic) in two major categories (frozen
dinners and pickles).  The brand portfolio benefits from high
brand awareness, established market positions, and national reach.
The ratings also consider the benefits to cash flow from the large
tax shield resulting from the Aurora acquisition.  In addition,
the ratings take into account Pinnacle management's experience
with branded food portfolios.

Pinnacle's debt is high, at about $974 million (9/30/04),
representing about 5.8x pro forma LTM adjusted EBITDA.  Leverage
is expected to increase over the near term with material up front
costs for marketing and new product distribution that are targeted
to stabilize and turn around performance.  Over the intermediate
term, achievement of operational cost savings and an effective
sales response to the new marketing initiatives could lead to
higher earnings and cash flow, enabling reduction in debt and
leverage.  Free cash flow is supported by minimal cash taxes, but
earnings weakness in the near term restrains potential debt
pay-down.  The balance sheet includes goodwill and intangibles
representing 69% of assets, and a reasonable return on assets
depends on turning around performance.  Interest coverage is
adequate, at about 2.2x LTM adjusted EBITDA less capital spending.
The ratings assume a proposed amendment is approved by Pinnacle's
bank group, which will amend financial covenants to maintain
liquidity.

The senior secured revolver and term loan are not notched up from
the senior implied rating because they represent the majority of
pro forma combined debt.  Security includes all tangible and
intangible assets of Pinnacle (and Aurora), and direct and
indirect domestic subsidiaries.  In addition, the stock of the
borrower, direct and indirect subsidiaries and 65% of foreign
subsidiaries will be pledged, and direct and indirect subsidiaries
will provide guarantees.  Pinnacle's operations are essentially
all domestic.  Although tangible asset coverage in a distressed
scenario would not cover full principal, enterprise value coverage
could be achieved at a reasonably modest multiple.

The senior subordinated notes are notched down from the senior
implied rating to reflect their subordinated position in the
capital structure.  They are issued by the same entity that is
borrower under the credit facilities and are guaranteed by
subsidiaries.  In a distressed scenario, the notes would rely on
intangible enterprise value at a relatively high multiple for
meaningful coverage of principal.

Pinnacle Foods Corporation, with $1.8 billion of LTM revenues, has
headquarters in Cherry Hill, New Jersey.


PINNACLE FOODS: Weak Half-Year Performance Cues S&P to Cut Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Mountain
Lake, New Jersey-based Pinnacle Foods Holding Corp.  The corporate
credit and senior secured notes ratings have been lowered to 'B+'
from 'BB-', and the company's subordinated debt rating has been
lowered to 'B-' from 'B'.  At the same time, Standard & Poor's
placed all its outstanding ratings on Pinnacle on CreditWatch with
negative implications.  Pinnacle, a branded packaged food company,
had about $953 million of lease-adjusted total debt outstanding at
April 30, 2004.

"The rating actions follow the company's weaker-than-expected
operating performance in the second half of its fiscal year ended
July 31, 2004," said Standard & Poor's credit analyst Ronald B.
Neysmith.

In addition, Pinnacle has received a temporary waiver under the
company's credit agreement, arising from the failure to timely
furnish its audited financial statement for the fiscal year ended
July 31, 2004.  Pinnacle has until November 24, 2004, to deliver
its audited financial statements.  The company is also in
negotiations with its banking syndicate to amend covenants on both
its total leverage and interest coverage ratios.

Pinnacle's weak performance stems from operating challenges
originating from the delayed closing of its acquisition of Aurora
Foods Inc. (which closed in March 2004) and increased competition
within the frozen foods category.  While Pinnacle's management has
been working to rationalize its product portfolio and revitalize
brands, Standard & Poor's remains concerned about the company's
ability to do so given the heightened competitive environment.  
Credit measures are weak, and the company is currently negotiating
with its bank syndicate to amend financial covenants beginning
with the first quarter of fiscal 2005, ended October 31, 2004.

Before resolving the CreditWatch listing, Standard & Poor's will
review the company's audited financial statements, when available,
and monitor the firm's efforts to secure covenant-loosening
amendments to its existing senior credit facility.  Should the
company fail to deliver its audited financial statements or secure
covenant relief in a timely fashion, the ratings could be lowered
further.  Moreover, Standard & Poor's review will also focus on
the firm's current operating environment and its integration of
Aurora.


POWDER SPRINGS: Wants to Hire Paul Reece as Bankruptcy Counsel
--------------------------------------------------------------
Powder Springs Petroleum, LP, asks the U.S. Bankruptcy Court for
the Northern District of Georgia, Atlanta Division, for permission
to employ Paul Reece Marr, PC, as its counsel.

Paul Reece is expected to:

    a) provide the Debtor with legal advice regarding its powers
       and duties as debtor-in-possession in the continued
       operation and management of its business and property;

    b) prepare on the Debtor's behalf the necessary applications,
       answers, orders and other legal papers pursuant to the
       Bankruptcy Code; and

    c) perform all other legal services in the chapter 11
       proceeding for the Debtor in which may be reasonably
       necessary.

Paul Reece Marr, Esq., will be the lead attorney in this
proceeding.  Mr. Marr will bill the Debtor at his current hourly
rate of $225.

To the best of the Debtor's knowledge, the Firm is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Powder Springs, Georgia, Powder Springs
Petroleum, LP, operates a gasoline station.  The Company filed for
chapter 11 protection on Nov. 9, 2004 (Bankr. N.D. Ga. Case No.
04-98081).  When the Debtor filed for protection from its
creditors, it listed $5,711,543 in total assets and $10,711,716 in
total debts.


POWDER SPRINGS: Section 341(a) Meeting Slated for Dec. 16
---------------------------------------------------------
The United States Trustee for Region 21 will convene a meeting of
Powder Springs Petroleum, LP's creditors at 9:00 a.m., on
December 16, 2004, at Room 365, Russell Federal Building located
at 75 Spring Street Southwest in Atlanta, Georgia.  This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a) in
all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Powder Springs, Georgia, Powder Springs
Petroleum, LP, operates a gasoline station.  The Company filed for
chapter 11 protection on Nov. 9, 2004 (Bankr. N.D. Ga. Case No.
04-98081).  Paul Reece Marr, Esq., in Atlanta, Georgia, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $5,711,543 in total
assets and $10,711,716 in total debts.


PREMCOR REFINING: S&P Affirms 'BB-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit ratings on The Premcor Refining Group, Inc., and parent
Premcor USA, Inc., and revised its outlook on the companies to
positive from stable.

As of September 30, 2004, Old Greenwich, Connecticut-based Premcor
had approximately $1.8 billion of debt outstanding.

The outlook revision reflects Premcor's significantly improved
liquidity, which provides it with greater ability to withstand a
potential period of weak margins.  As of September 30, 2004,
Premcor's cash balance was $710 million, up from $500 million at
year-end 2003, and the increase was generated largely through free
operating cash flow.

"A ratings upgrade will hinge on how the company either consumes
or conserves liquidity as it strives to meet its heavy capital-
spending requirements through 2006," said Standard & Poor's credit
analyst Steven Nocar.

"A ratings upgrade could occur in mid-2005 if the company is able
to fund its burdensome capital spending needs internally and can
demonstrate that it will continue to do so through the peak
spending period," continued Mr. Nocar.

The ratings on Premcor reflect its position as a leveraged,
independent oil refiner operating in a very competitive, capital-
intensive, and erratically profitable industry.


PRESTIGE BRANDS: S&P Low-B & Junk Ratings on CreditWatch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised to positive from
negative its CreditWatch listing of its 'B' corporate credit and
senior secured first-lien debt ratings and 'CCC+' senior
subordinated and senior secured second-lien debt ratings for
Prestige Brands, Inc.  The ratings were placed on CreditWatch on
July 28, 2004.  At June 30, 2004, the Irvington, New York-based
manufacturer and marketer of personal care products had about
$696 million of debt outstanding, pro forma for the Vetco, Inc.,
acquisition, which closed in October 2004.

"The CreditWatch revision to positive implications is based on the
company's Nov. 12, 2004, S-1 Amendment filing with the SEC for an
IPO of about $477 million in common stock," said Standard & Poor's
credit analyst Patrick Jeffrey.

The S-1 Amendment was filed under Prestige Brands Holdings, Inc.
Standard & Poor's believes the company's ratings could be raised
one notch should Prestige complete the IPO, use the proceeds to
significantly reduce leverage, and demonstrate a financial policy
consistent with the higher rating.

The previous negative listing was based on the company's S-1
filing with the SEC for an IPO of income deposit securities (IDS)
representing shares of common stock and senior subordinated notes.
Standard & Poor's believed this structure would have significantly
reduced the company's financial flexibility as a result of the
anticipated high dividend payout rate.

Standard & Poor's analysis will focus on the company's capital
structure, its expected operating performance, and management's
financial policies, in assessing the potential for a higher
rating.


REGENCY GAS: Moody's Assigns Low-B Ratings to Debts
----------------------------------------------------
Moody's Investors Service assigned first-time ratings to the bank
loans of Regency Gas Services, LLC.  Subject to a satisfactory
review of final documentation, Regency's first-lien term facility
is rated B1 senior secured and its second-lien term facility, B3
senior secured, both with a stable outlook.  The senior implied
rating is B1.  Moody's also assigned a Speculative Grade Liquidity
rating of SGL-3.  These ratings are restrained by the commodity
price sensitivity of its gas gathering and processing business and
the start-up nature of the company.  However, the ratings also
recognize the experience of Regency's new management team and the
meaningful amount of equity being invested.

Regency is a privately owned midstream company formed by
Charlesbank Capital Partners, LLC, a private equity firm.
Charlesbank has agreed to sell Regency to another private equity
firm, Hicks, Muse, Tate & Furst, Inc., with closing expected in
December.  The proceeds from the term facility being rated are
being used to help fund HMTF's $405 million purchase of Regency,
repay existing indebtedness, and implement a hedging program.

The B1 senior implied rating equals the B1 senior secured rating
of the first-lien tranche, because the collateral (substantially
all of Regency's assets and equity in subsidiaries) represents the
value of the enterprise.  The B3 rating on the second-lien tranche
reflects its subordinate claim on the collateral package and
junior creditor rights in event of bankruptcy.  Under the
intercreditor agreement, the second-lien creditors agree to
subordinate their claims to those of not only the first-lien
creditors and hedge counterparties, but also to any
debtor-in-possession financing the company may obtain.

                         Rating Rationale
  
Regency's ratings are restrained by:

   (1) the company's relatively small asset base (total assets of
       $257 million in August 2004, comprising five processing
       plants and gathering systems and a transmission system);

   (2) commodity price-sensitive margins; higher exposure to
       processing versus the less volatile
       gathering/transportation relative to its peers;

   (3) volume risk subject to natural declines in the mature gas
       basins where the company operates, third-party drilling
       activity, and competition from established midstream
       companies, some with greater financial resources;

   (4) near-term interest coverages (pro forma estimated
       EBITDA/interest at 3x) weakened by acquisition debt (4.9x
       for pro forma 2004 year-end);

   (5) the short operating history of Regency, which was formed in
       April 2003 and built on assets acquired substantially from
       two transactions; and

   (6) event risk from its ownership by a private equity firm with
       a finite holding period.

The risk factors are mitigated by:

   (1) a significant amount of equity capital to help offset
       Regency's commodity price risks;

   (2) good near-term outlook for gas prices which would support
       volumes and the value of equity gas from its percentage-of-
       proceeds processing contracts (29% of its near-term
       projected volumes, 55% of its gross margin);

   (3) a less volatile component of its cash flows from fee-based
       processing contracts (62% of projected volumes, 28% of
       gross margin);

   (4) the plan (and a condition under the term facilities) to
       hedge all of its expected natural gas liquids (NGL) base
       volumes; volumes supported by seasoned, long-lived reserves
       (8.5% annual declines, according to a third-party
       engineering study);

   (5) reasonable geographic diversity (gross margins coming
       almost equally from the Permian Basin in West Texas, the
       Hugoton Basin in the Mid-Continent, and North Louisiana);
       and

   (6) the modification of all of its keep-whole processing
       contracts (representing 9% of projected volumes, 16% of
       gross margin) to help protect against negative
       fractionation spreads.

                  Rating Outlook and Catalysts

The rating outlook over the next 12-18 months is stable, as
Regency accrues a track record under HMTF's ownership and new
management.  The company's ratings may improve over the medium
term if it successfully meets its operational plan and reduces its
leverage with free cash flow as it projects.  Meeting its plan
depends on substantially increasing volumes and returns from
internal de-bottlenecking and capacity expansion projects
($38 million of capex over 2005-6), higher capacity utilization,
and new well connects.  During this time frame, acquisitions are
possible, though they are not part of the base plan.

Moody's will also look for a successful implementation of
Regency's hedging program and its effectiveness in protecting
sufficient gross margin to meet its operating and debt service
needs through the commodity price cycle.  The company expects to
hedge as much as three years out with swaps for the majority of
base case ethane and propane volumes and crude puts for the
remainder of its NGL volumes.  It is in the process of setting up
its risk management organizational infrastructure and policy.  
While there has been recent improvement, products by which to
hedge NGLs are still fairly illiquid and short in tenor.  Shifting
correlations with crude prices have made hedging NGLs historically
difficult, though Regency plans to base its hedging program on the
lowest historic levels of correlation for conservatism.   
Furthermore, Regency's modified keep-whole contracts and asset
optimization capabilities have yet to be tested in a down-cycle
price environment to prove their effectiveness in softening margin
declines.

                       Financial Analysis

The consideration of $405 million (9.5x annualized 8/04 year-to-
date EBITDA, about 8.1x 2004E pro forma EBITDA adjusted to include
full year's cash flow from its Waha acquisition) reflects the full
current market values for midstream assets, which have been rising
with acquisition activity among MLPs and higher than historic
levels of NGL prices versus those for natural gas.  Moody's notes
that the assets within Regency have not been owned by the company
for long, and their operational performance may differ from
historic levels under prior ownership or HMTF's expectations.
However, many of the company's mid-level managers have long
tenures with the assets.

HMTF will finance 57% (about $245 million) of the acquisition,
hedging program, and transaction expenses with with the newly
rated bank debt, and 43% (about $183 million) with equity.  The
acquisition financing will leave Regency with double the debt and
triple the interest expense from current low levels.  The company
expects the re-valuation of the balance sheet and the purchase
price allocation to entail a write-up of property, plant, and
equipment and incurrence of some goodwill.  Post closing and pro
forma to include the Waha acquisition for the full year 2004,
Regency estimates its year-end 2004 debt/EBITDA at about 4.9x and
EBITDA/interest at about 3x.

Regency estimates its maintenance capex to be about $5.7 million
annually, which could be a source of financial flexibility.  
However, we expect Regency to spend $38 million over 2005-2006 in
capital improvements that are critical to meeting its investment
plan.  As an LLC, Regency is not subject to income taxes. Instead,
it will distribute its effective tax obligation to HMTF, in order
to meet the tax obligations of the unit holders.  The majority of
any excess cash flow must be mandatorily used for debt reduction
under the credit facilities.

                       Credit Facilities

Regency's $280 million of credit facilities are comprised of a
$200 million first-lien credit facility and an $80 million second-
lien bullet term loan due 12/10.  In turn, the first-lien facility
is subdivided into two parts with identical collateral rights: a
$160 million amortizing term loan with a balloon payment on 12/09
and a $40 million revolver with L/C capacity due 6/10.  The
first-lien term loan has a $40 million accordion feature to allow
acquisitions.  These obligations of Regency, a holding company,
will be supported by upstream guarantees of its operating
subsidiaries and a downstream guarantee from its parent Regency
Acquisition LLC, the acquisition vehicle into which HMTF will
issue the $183 million equity portion of the acquisition
consideration.  The credit facilities are expected to have a cash
sweep mechanism that would require a portion of free cash flow to
be applied toward debt reduction, and sets mandatory pre-payments
with proceeds from capital markets financings and asset sales.  
The company must first reduce all outstanding first-lien
borrowings, and only after they are fully repaid, can it begin to
repay the second-lien loan.  Financial covenants under the credit
facilities are expected to include a leverage ratio, interest
coverage ratio, and maximum capital expenditures.

                              SGL

Regency's SGL-3 rating reflects overall liquidity that is Adequate
over the next four quarters ending 4Q05.  Its Cash Flow/Internal
Cash Sources are Adequate for this timeframe.  If Regency executes
on its financial plan, the company should be able to meet its
foreseeable obligations with internal cash flow.  The low level of
maintenance capex affords a measure of financial flexibility, but
its growth capex will likely require some borrowings under its
revolver, though in amounts that should be within its
availability.  Debt amortizations are nominal until their final
repayment in 5-6 years.

Its Alternate Liquidity/External Cash Sources is Adequate.  The
company should have adequate availability under its $40 million
revolver to help meet foreseeable working capital needs and growth
capex.

         Regency's Covenant Cushion Should be Adequate

The covenants are set so that Regency expects to retain sufficient
cushion under its covenants over the next four quarters even if
the commodity price environment turns less favorable.  Financial
covenants under the credit facilities are expected to include a
leverage ratio, interest coverage ratio, and maximum capital
expenditures.  As proposed currently, the leverage ratio (defined
as total debt/EBITDA) will initially be set at 5.5x, stepping down
sequentially to 5.25x in 2Q05, 5x in 4Q05, 4.75x in 2Q06, 4.5x in
4Q06, 4x in 2007, 3.5x in 2008, and 3x in 2009.  The coverage
ratio (defined as EBITDA/cash interest) is set at 2.5x initially,
stepping up over time to 2.75x in 4Q05, 3x in 3Q06, 3.25x in 2007,
to 3.5x in 2008, and 4x in 2009.  Maximum capex will be
$22 million in 2004, $40 million in 2005, $25 million in 2006, and
$15 million annually thereafter.

        Regency's "Back Door" Sources of Liquidity are Weak

Because Regency's assets are secured under its bank facilities, it
has limited ability to sell assets to generate additional
liquidity.

Based in Dallas, Texas, Regency Gas Services LLC is a midstream
gas gathering, processing, and transmission company with
operations in North Louisiana, West Texas, and the Mid-Continent
region.


RELIANCE GROUP: Inks $30 Million Settlement with John Hancock
-------------------------------------------------------------
From 1996 through 1998, Reliance Insurance Company wrote workers'  
compensation business through an Ohio program manager affiliated  
with Credit General Insurance Company.  John Hancock Life  
Insurance Company assumed business that was derived from the  
workers' compensation exposures written by RIC and other  
insurers, as well as Accident, Medical and Disability covers.

During the period between 1992 and 1998, John Hancock agreed to  
accept from RIC various cessions of the CGIC business.  From 1996  
through 1998, RIC and John Hancock entered into reinsurance  
contracts where RIC obligated itself to accept from John Hancock  
various cessions of the Accident, Medical and Disability covers.

On December 9, 1999, John Hancock demanded arbitration to rescind  
the largest of the business written with CGIC, in which RIC acted  
as an "issuing" carrier.  John Hancock sought to invalidate or  
reduce its obligation to repay RIC for losses under the policies,  
arguing that the program manager improperly handled the program.

The arbitration, involving extensive discovery and motion  
practice, was scheduled for a two-week hearing before a  
reinsurance arbitration panel commencing on Oct. 18, 2004.

The parties spent significant time and expense prosecuting and  
defending the arbitration.  While neither party concedes  
liability, the outcome is far from certain.

To reduce legal expenses and bring finality to the dispute, the  
parties have agreed to resolve their differences through a  
Commutation, Settlement Agreement and Release.  RIC and John  
Hancock will commute all their obligations.  In exchange, John  
Hancock will pay RIC $30,000,000, representing the commutation  
amount.

M. Diane Koken, Insurance Commissioner of Pennsylvania and  
Liquidator of RIC, has made efforts to ensure that the Settlement  
is fair and reasonable and in the best interests of RIC's  
policyholders, claimants and the general public.  Keith Kaplan, a  
career reinsurance expert, established that:

   (a) John Hancock's contribution of $30,000,000 is a reasonable
       compromise;

   (b) the payment will be made shortly, producing a greater
       benefit to the estate than if the Liquidator had to wait
       for future payments;

   (c) the expense and uncertainty of arbitration will be
       removed; and

   (d) all applicable reinsurance claims against RIC by John
       Hancock are released.

The Liquidator asks Judge James G. Collins of the Commonwealth  
Court of Pennsylvania to approve the Settlement.

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)    


RIG VENTURES INC: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Rig Ventures, Inc.
        6665 East 14th Street
        P.O. Box 3111
        Brownsville, Texas 78503

Bankruptcy Case No.: 04-71067

Type of Business: The Debtor buys and sells ship and offshore
                  rigs.

Chapter 11 Petition Date: November 11, 2004

Court: Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: John Kurt Stephen, Esq.
                  Cardena Whitis and Stephen
                  100 South Bicentennial Boulevard
                  McAllen, TX 78501-7050
                  Tel: 956-631-3381

Total Assets: $1,950,397

Total Debts:  $2,484,160

Debtor's 18 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Emilio Sanchez                           $1,137,076
145 Calle Jacaranda
Brownsville, Texas 78520

Sanship, Inc.                              $320,479
6665 E. 14th
Brownsville, Texas 78523

Unifab International                       $200,000
6665 E. 14th
Brownsville, Texas 78523

Tex Mex Cold Storage                       $106,700

Fleming & Hewitt                            $88,516

King LeBanc & Bland LLP                     $63,515

Esco Marine Inc.                            $20,783

Dewitt Stern                                $17,777

U.S Department of Labor                     $10,000

R & R Marine Maintenance, Inc.               $5,306

Sherriff & Tax Collector                     $4,708

Internal Revenue Service                     $4,072

Richard Zimmerman                            $1,880

Burton McCumber & Prichard                   $1,360

Schwab Court Reporting Service                 $910

A Better Court Reporting Service               $632

DVS Legal Tech Solutions                       $279

Schwab Court Reporting Service                 $167


SAFETY-KLEEN: Wants Claims Objection Deadline Extended to June 16
-----------------------------------------------------------------
Reorganized Safety-Kleen Corporation, its affiliates, and Oolenoy
Valley Consulting, LLC, as trustee of the Safety-Kleen Creditors'
Trust, ask the United States Bankruptcy Court for the District of
Delaware to extend the deadline to object to proofs of claim
through and including June 16, 2005.

Eric M. Davis, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
explains that without the extension, all creditors could suffer an
unfair dilution of their claims and the Reorganized Debtors and
the Trustee could be forced to incur significant administrative
costs in attempting to complete the reconciliation of all
remaining unsecured claims by the current objection deadline.

The Reorganized Debtors and the Trustee have worked diligently to
resolve or object to outstanding claims.  Approximately 15,000
unsecured claims, 1,940 priority claims and 1,650 secured claims
have been filed against the Debtors.  Since the Effective Date,
the Trustee has filed 15 omnibus objections to claims -- eight
since the previous request for an extension -- and the Reorganized
Debtors have filed additional five objections.  Moreover, the
Trustee and the Reorganized Debtors have resolved several thousand
claims through orders granting omnibus objections and
reclassifying, reducing or expunging these claims.  
Notwithstanding the efforts on the part of the Reorganized Debtors
and the Trustee, and due to the large number of claims filed,
numerous claims remain unresolved.

Mr. Davis states that the Reorganized Debtors and the Trustee are
continuing to negotiate with parties that have responded to prior
claim objections and to review and reconcile all of the remaining
claims.  In light of these various time-consuming tasks, and the
substantial progress they have made to date, the Reorganized
Debtors and the Trustee need additional time to review the claims
and to file claims objections, if appropriate.

Headquartered in Delaware, Safety-Kleen Corporation --
http://www.safety-kleen.com/-- provides specialty services such  
as parts cleaning, site remediation, soil decontamination, and
wastewater services. The Company, along with its affiliates, filed
for chapter 11 protection (Bankr. D. Del. Case No. 00-02303) on
June 9, 2000.  The Debtors' confirmed chapter 11 plan took effect
on December 24, 2003.  Gregg M. Galardi, Esq., at Skadden, Arps,
Slate, Meagher, represented the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $3,031,304,000 in assets and $3,333,745,000
in liabilities.  (Safety-Kleen Bankruptcy News, Issue No. 83;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SBA COMMS: Launches Cash Tender Offer for 10-1/4% Sr. Notes
-----------------------------------------------------------
SBA Communications Corporation (Nasdaq: SBAC) is commencing a cash
tender offer and consent solicitation for any and all of its
$236,526,000 outstanding principal amount of 10-1/4% Senior Notes
due 2009, CUSIP Number 78388JAE6.

The Offer and Consent Solicitation are scheduled to expire at
12:00 midnight, New York City time, on Tuesday, Dec. 14, 2004,
unless extended. Holders tendering their Notes under the indenture
will be required to consent to certain proposed amendments to the
indenture governing their Notes, which will eliminate
substantially all of the restrictive covenants, the merger and
consolidation covenant and certain events of default. Adoption of
the Proposed Amendments requires the consent of holders of at
least a majority of the aggregate principal amount of the
outstanding Notes under the indenture. Holders may not tender
their Notes without delivering consents and may not deliver
consents without tendering their Notes.

Holders who validly tender their Notes on or prior to 5:00 p.m.,
New York City time, on November 30, 2004, unless extended (the
"Consent Date"), will receive the total consideration of
$1,060.75, consisting of (i) the tender price of $1,050.75 and
(ii) the consent premium of $10.00, per $1,000 principal amount of
Notes (if such notes are accepted for purchase). Holders who
validly tender their Notes after the Consent Date but on or prior
to the Expiration Date will receive the tender price of $1,050.75
per $1,000 principal amount of Notes (if such notes are accepted
for purchase). In either case, Holders who validly tender their
Notes also will be paid accrued and unpaid interest up to, but not
including, the date of payment for their Notes (if such notes are
accepted for purchase). The Offer and Consent Solicitation are
subject to the satisfaction of certain conditions, including
consummation of the required financing, as well as other customary
conditions. The Company intends to use the proceeds of a debt
financing to fund the purchase of the Notes and the payment of any
applicable consent premium pursuant to the Offer and Consent
Solicitation. The terms of the Offer and Consent Solicitation are
described in SBA's Offer to Purchase and Consent Solicitation
Statement dated November 16, 2004, copies of which may be obtained
from D.F. King & Co., Inc.

SBA has engaged Deutsche Bank Securities, Inc., to act as dealer
manager and solicitation agent in connection with the Offer and
Consent Solicitation.  Questions regarding the Offer and Consent
Solicitation may be directed to Deutsche Bank Securities Inc.,
High Yield Capital Markets, at 212-250-5655, Attn: Alexandra
Barth.  Requests for documentation may be directed to D.F. King &
Co., Inc., the information agent for the Offer and Consent
Solicitation, at 800-431-9643 (U.S. toll-free) and 212-269-5550
(for Banks and Brokers).

This press release is not an offer to purchase or a solicitation
of acceptance of the offer to purchase, which may be made only
pursuant to the terms of the Offer to Purchase and Consent
Solicitation Statement and related Consent and Letter of
Transmittal.  The Offer and Consent Solicitation are being made
solely by the Offer to Purchase and Consent Solicitation Statement
dated November 16, 2004, and related documents (as they may be
amended from time to time), and those documents should be
consulted for additional information regarding delivery procedures
and the conditions for the Offer and Consent Solicitation.

SBA is a leading independent owner and operator of wireless
communications infrastructure in the United States.  SBA generates
revenue from two primary businesses -- site leasing and site
development services.  The primary focus of the company is the
leasing of antenna space on its multi-tenant towers to a variety
of wireless service providers under long-term lease contracts.
Since it was founded in 1989, SBA has participated in the
development of over 25,000 antenna sites in the United States.

For additional information about SBA, please contact Pam Kline,
Vice- President-Capital Markets, at (561) 995-7670.

                        About the Company

SBA is a leading independent owner and operator of wireless
communications infrastructure in the United States.  SBA generates
revenue from two primary businesses -- site leasing and site
development services.  The primary focus of the Company is the
leasing of antenna space on its multi-tenant towers to a variety
of wireless service providers under long-term lease contracts.
Since it was founded in 1989, SBA has participated in the
development of over 25,000 antenna sites in the United States.

At Sept. 30, 2004, SBA Communications' balance sheet showed a
$27,472,000 stockholders' deficit, compared to a $43,877,000
deficit at Dec. 31, 2003.


SIGHT RESOURCE: 2002 & 2003 Financials Still Unaudited
------------------------------------------------------
Sight Resource Corporation's 2002 and 2003 year-end financial
statements still have not been audited or certified.  In view of
the Company's Chapter 11 bankruptcy filing, and in view of the
resignation of the independent accounting firm previously engaged
to audit the Company's financial statements, it is doubtful that
the statements will ever be certified.  Under the circumstances,
Chief Financial Officer Donald Radcliff discloses in a regulatory
filing dated Nov. 9, 2004, with the Securities and Exchange
Commission, the Company is presently unable to generate GAAP
compliant statements for the quarters ended:

   -- March 29, 2003,
   -- June 28, 2003,
   -- September 27, 2003,
   -- March 27, 2004,
   -- June 26, 2004, and
   -- September 25, 2004.

                    Reduction of Operations

Prior to its bankruptcy filing, the Company operated six retail
optical chains.  Those were:

   -- Cambridge Eye Associates (Massachusetts and New Hampshire),
   -- Vision World (Rhode Island),
   -- E. B. Brown Opticians (Ohio and Pennsylvania),
   -- Eyeglass Emporium (Indiana),
   -- Vision Plus (Louisiana and Mississippi), and
   -- Kent Optical (Michigan).  

Immediately prior to the bankruptcy filing, the Company assigned
leases covering 20 Kent Optical locations to a third party
purchaser.  

In connection with its bankruptcy filing, the Company requested
and obtained permission from the U.S. Bankruptcy Court for the
Southern District of Ohio to reject leases of:

   -- 30 of the 32 E. B. Brown Optician stores,

   -- all 15 Vision Plaza stores,

   -- the two remaining stores operated under the Kent Optical
      name, and

   -- one Eyeglass Emporium store.  

As of June 23, 2004, the Company discontinued operations in the
stores previously operated in locations covered by the leases as
to which approval to reject was requested and has been obtained.  
The Company's continuing operations include:

   -- 19 stores operating under the name of Cambridge Eye
      Associates,

   -- six stores operating under the name Vision World,

   -- six stores operating under the name Eyeglass Emporium, and

   -- one E. B. Brown Optician stores.  

As a result, the scope of the Company's operations during the
third quarter of 2004 is much reduced from the scope of those
operations during the third quarter of 2003.

                     Postpetition Operations

By Form 8-K Report filed with the SEC on October 27, 2004, the
Company furnished certain consolidated balance sheet information
and consolidated operating statement information from its
operating reports for the period from June 24, 2004 (the date of
the filing of its petition under Chapter 11 of the Bankruptcy
Code) to September 30, 2004, filed with the United States
Bankruptcy Court for the Southern District of Ohio.  As that
information reflects, the Company sustained an operating loss
during its third fiscal quarter of 2004 (quarter ended
September 25, 2004).  Largely because of the reduced scale of the
Company's operations, that loss is believed to be significantly
less than the operating loss sustained during the third quarter of
2003.

As of Sept. 30, 2004, the Company reported a $7,270,000
stockholders' deficit.  From June 24 through Sept. 30, 2004, the
Company posted a $151,000 net loss.

Headquartered in Cincinnati, Ohio, Sight Resource Corporation --
http://www.sightresource.com/-- manufactures, distributes and  
sells eyewear and related products and services through retail eye
care centers.  The Company filed for protection on June 24, 2004
(Bankr. S.D. Ohio Case No. 04-14987).  Jennifer L. Maffett, Esq.,
and Louis F. Solimine, Esq., at Thompson Hine LLP, represent Sight
Resource and its debtor-affiliates in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $5,400,000 in total assets and $12,500,000 in total debts.


SNACKIE JACK: Ontario Securities Commission Puts Default Status
---------------------------------------------------------------
Snackie Jack's Ltd. (CUB:SNCJF) is considered by the Ontario
Securities Commission to be in default of its obligations for the
filing of its financial statements for the year ended Nov. 30,
2003.  This situation arises from the Company's use of an auditor
who was not, at the time of his report, in compliance with the
Canadian Public Accountability Board. The Company will re-file the
financial statements after they have been prepared by a public
accounting firm that has entered into a participation agreement
with the CPAB and is in compliance with any restrictions or
sanctions imposed by the CPAB.

                        About the Company

Snackie Jack's Ltd. manufactures and sells soy snacks.  The
Company currently sells plain, barbecue, and roasted garlic
flavored soy chips.


SPIEGEL INC: Court Allows Deutsche Bank Claim for $24,575,433
-------------------------------------------------------------
Judge Blackshear of the U.S. Bankruptcy Court for the Southern
District of New York approves a stipulation signed by:

     -- Spiegel, Inc.,

     -- Deutsche Bank AG, New York - Cayman Islands Branches, and

     -- Deutsche Bank AG, New York Branch, as servicer for Swing
        Street,

allowing Deutsche Bank a secured claim against Spiegel for
$24,575,433.

On September 30, 2003, Deutsche Bank New York filed a proof of
claim -- Claim No. 2726 -- against Spiegel for $24,597,800.
Spiegel's books and records show Deutsche Bank New York as having
a claim for $24,575,433.

Deutsche Bank New York has assigned 86.67% its Claim to Swing
Street.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general  
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  (Spiegel Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


SPIEGEL INC: Court Approves IBM Settlement Agreements
-----------------------------------------------------
Spiegel, Inc., scheduled IBM Corporation and IBM Credit, LLC, as  
having a $983,702 general unsecured non-priority claim on its  
Schedules of Assets and Liabilities.  In addition, Eddie Bauer,  
Inc., scheduled the IBM Entities as having a $129,377 general  
unsecured non-priority claim, while Spiegel Group Teleservices,  
Inc., scheduled that the IBM Entities have a claim for $345.  

On July 10, 2003, IBM Credit filed Claim No. 315 against Spiegel  
for $278,318.  On September 19, 2003, IBM Corp. filed Claim No.  
1776 against Spiegel for $470,670.  The IBM Entities have not  
filed a proof of claim against any other Debtor.  
  
The Debtors have reviewed their books and records and found that  
the IBM Entities have general unsecured non-priority claims  
against:  
  
    * Spiegel for $417,281;  
  
    * Eddie Bauer for $25,528;  
  
    * Eddie Bauer-Canada for $35,347; and  
  
    * Spiegel Group Teleservices for $182.  
  
The Debtors also found out that there exists a prepetition  
credit in favor of Ultimate Outlet, Inc., against the IBM  
Entities equal to $18,607.  
  
The Debtors and the IBM Entities have engaged in good-faith  
discussions to resolve the IBM claims.  The parties agree that:  
  
    (a) IBM Credit is deemed to have allowed general unsecured  
        non-priority claims against Spiegel and Eddie Bauer for  
        $9,927 and $8,011, and no other claims against the  
        Debtors;  
  
    (b) IBM Corp. is deemed to have allowed general unsecured non-  
        priority claims against:  
  
        -- Spiegel for $388,747;  
        -- Eddie Bauer for $17,517;  
        -- Eddie Bauer-Canada for $35,346; and  
        -- Spiegel Group Teleservices for $182; and  
  
    (c) The Stipulation will constitute a valid withdrawal of the  
        Proofs of Claim and the withdrawal will be with prejudice.

                          *     *     *

Judge Blackshear of the U.S. Bankruptcy Court for the Southern
District of New York approves the parties' stipulation.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores. The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540). James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts. (Spiegel Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPIEGEL INC: Eddie Bauer Wants to Reject Menlo Park Store Lease
---------------------------------------------------------------
Eddie Bauer, Inc., seeks permission from U.S. Bankruptcy Court for
the Southern District of New York to:

   * reject an unexpired non-residential real property lease at
     Menlo Park Shopping Center, in City of Edison, New Jersey,
     effective as of January 31, 2004;

   * enter into and perform under a Lease Rejection and Claim
     Settlement Agreement with Shopping Center Associates; and

   * enter into and perform under a new, temporary lease for the
     same real property with Shopping Center Associates.

Eddie Bauer had previously determined that it was best to stop  
operating certain of its stores.  In May 2003, Eddie Bauer closed  
60 of its stores and terminated or rejected their related leases.   
In December 2003 and January 2004, Eddie Bauer rejected and  
terminated leases for 30 additional establishments.

Andrew V. Tenzer, Esq., at Shearman & Sterling, LLP, in New York,  
relates that the Eddie Bauer store located at Menlo Park,  
together with its existing unexpired lease, is part of a lease  
portfolio of approximately 17 stores with Shopping Center  
Associates.  The Menlo Park Store Lease will expire January 31,  
2008, and the approximate monthly rent under it is $54,000.

Eddie Bauer initially planned to close the Menlo Park Store  
together with the second batch of stores closed.  However, as  
part of the renegotiation of the store leases portfolio, Shopping  
Center Associates offered Eddie Bauer a rent reduction to a rate  
equal to:

   (i) the greater of $120,000 per year; or

  (ii) 10% of Eddie Bauer's Adjusted Gross Sales, as that term is
       defined in the Lease; plus

  (ii) the charges for Eddie Bauer's actual use of certain
       utilities, for a one-year term under the Temporary Lease,

in exchange for keeping the Menlo Park Store open through
January 31, 2005.

Eddie Bauer and Shopping Center Associates have agreed to the  
rejection of the original lease and to enter into the Temporary  
Lease to effectuate their agreement.  Pursuant to the Lease  
Rejection and Claim Settlement Agreement:

   (a) Shopping Center Associates will be allowed a prepetition
       claim for $19,235 and a lease rejection damage claim for
       $643,640, less credit for mitigation payments already
       received by Shopping Center Associates of $120,000 rent
       and $48,833 for utility costs for the period February 1,
       2004, through January 31, 2005, for a net Lease rejection
       claim of $474,806.

   (b) The parties will execute the Temporary Lease effective as
       February 1, 2004, with a termination date of January 31,
       2005.

   (c) Shopping Center Associates will pay Eddie Bauer $247,944,
       which represents the return of overpayment of rent for the
       Menlo Park Store from February 1, 2004, through
       September 30, 2004, after deduction of an agreed
       administrative claim for $9,786, and a deduction of the
       $168,883 rent and charges estimated to be due under the
       Temporary Lease through January 31, 2005.

   (d) Eddie Bauer will waive its rights to any security deposit
       and unpaid tenant allowances and will release Shopping
       Center Associates of and from all claims in connection
       with the Lease or the underlying premises.

   (e) Except for third party claims, Shopping Center Associates
       will release Eddie Bauer of and from all claims in
       connection with the Lease or the underlying premises.

Mr. Tenzer says that given the Menlo Park Store's relative lack  
of profitability, there is no justification for maintaining the  
Menlo Park Store in the long term.  Therefore, in an effort to  
minimize administrative and prepetition expenses, Eddie Bauer  
deems the rejection appropriate.

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: Inks 20-Month Supply Agreement with General Motors
--------------------------------------------------------------
Stelco, Inc. (TSX:STE) reached agreement with General Motors with
respect to a contract commencing April 1, 2005, and ending
December 31, 2006.  While recent contracts with General Motors
have typically been for one year, the new arrangement covers a
longer period.

Conditions to the agreement include written confirmation by
November 18, 2004, that Stelco has entered into a memorandum of
agreement with USWA Lake Erie Local 8782 for a new collective
agreement, which will be effective for the duration of the General
Motors contract.  This condition is consistent with the previously
announced deadline set by General Motors in October with respect
to Stelco's labor situation.  In addition, the General Motors
agreement is conditional on court approval by November 22, 2004,
of the General Motors agreement as well as the two Deutsche Bank
commitments previously announced by the Company.  Those Deutsche
Bank commitments in turn require a satisfactory General Motors
contract be in place.

Stelco will be seeking approval of the Deutsche Bank commitment
letters and the General Motors agreement on November 22, 2004.  On
November 15, Stelco filed court materials with the Ontario
Superior Court of Justice for the hearing.

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.


STORAGE COMPUTER: Recurring Losses Spur AMEX's Delisting Notice
---------------------------------------------------------------
Storage Computer Corporation (AMEX:SOS), a provider of high-
performance storage and data delivery software systems, has
received notice from The American Stock Exchange Staff indicating
that the Company is subject to delisting from the exchange as it
no longer complies with the following listing standard:

     (a) The Company has sustained losses in its five most recent
         fiscal years and has not maintained shareholders equity
         of at least $6 million;

     (b) The Company has sustained losses in three of its four
         most recent fiscal years and has not maintained
         shareholders of equity of at least $4 million; and

     (c) The Company has sustained losses in two of its most
         recent fiscal years and has not maintained stockholders
         equity of at least $2 million (The Company had
         stockholders equity of $777,095 at June 30, 2004) The
         Company will appeal this staff determination and
         requested a hearing before a committee of the Exchange.

The stock will continue to trade on the AMEX during the appeal
period. There can be no assurance that the Company's request for
continued listing will be granted.

                About Storage Computer Corporation

Storage Computer Corporation (AMEX:SOS) -- http://www.storage.com/
-- is a provider of high performance storage software solutions
focused on developing advanced storage architectures to address
the emerging needs of high-bandwidth and other "performance-
impaired" applications. Storage Computer's technology supports a
variety of applications including advanced database activities,
wide area networked storage and sophisticated business continuity
topologies http://www.storage.com/

                          *     *     *

                       Going Concern Doubt

In its latest Form 10-Q for the quarterly period ended June 30,
2004, Storage Computer reported that it has suffered recurring
losses from operations and negative cash flows that raise
substantial doubt about its ability to continue as a going
concern.

Management recognizes that the Company's continuation as a going
concern is dependent upon its ability to generate sufficient cash
flow to allow the Company to satisfy its obligations on a timely
basis.  The generation of sufficient cash flow is dependent on the
successful expansion of the Company's share of the market for its
software, controlling costs and securing new financing.


TENNECO AUTOMOTIVE: Moody's Rates Planned $500M Sr. Sub. Notes B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Tenneco
Automotive, Inc.'s proposed $500 million 8.625% guaranteed senior
subordinated notes offering, which will fully refinance all of the
company's existing $500 million 11.625% senior subordinated notes
issue.  The refinancing transaction will result in $15 million of
annual cash interest savings, and will extend the maturity of the
company's subordinated obligations by five years.  Moody's
additionally affirmed all of Tenneco's existing ratings and
improved the company's rating outlook to positive, from stable.

More specifically, Moody's assigned these new rating for Tenneco:

   -- B3 rating for Tenneco's proposed 8.625% guaranteed senior
      subordinated unsecured notes due November 2014, to be issued
      under Rule 144A with registration rights

Moody's affirmed these ratings for Tenneco:

   -- B1 rating for Tenneco's $800 million aggregate of guaranteed
      first-lien senior secured credit facilities, consisting of:

      * $220 million revolving credit facility due December 2008;

      * $180 million term loan B letter of credit/revolving loan
        facility due December 2010 (cash-collateralized by the
        lenders);

      * $400 million term loan B facility due December 2010;

   -- B2 rating for Tenneco's $475 million of 10.25% guaranteed
      senior secured second-lien notes due 2013;

   -- B1 senior implied rating;

   -- B2 senior unsecured issuer rating;

   -- B3 rating for Tenneco's $500 million of 11.625% guaranteed
      senior subordinated unsecured notes due October 2009, which
      rating will be withdrawn once these notes are called for
      redemption.

The ratings continue to reflect Tenneco's highly leveraged balance
sheet, with total debt/EBITDAR leverage (including off-balance
sheet items) exceeding 4.5x.  The company will notably utilize
approximately $52 million of balance sheet cash to finance the
$29 million prepayment premium for the existing subordinated
notes, along with accrued interest and fees and expenses
associated with the refinancing.  Tenneco's revolving credit
facilities and cash balance may also be pressured over the course
of the next year to finance a more than $100 million aggregate
cash need that is expected to result as the Big 3 OEM's proceed
with discontinuing their respective accelerated payment programs
for accounts receivable.  In the unanticipated event that the
company's approximately $145 million aggregate of off-balance
sheet accounts receivables securitization arrangements in North
America and Europe were to cease, additional refinancing pressure
would result.

Tenneco has some exposure to rising commodity prices for steel and
other raw materials, despite the fact that the company is managing
the current crisis well relative to other automotive suppliers.  
The company's operating cash flow was negatively impacted by
approximately $10 million due to escalated steel prices during the
third quarter of 2004.  Tenneco's performance is also likely to be
negatively affected by uncertainty surrounding North American
light vehicle production levels, a slowdown in the growth of
automobile sales in China, the need to further improve the cost
structure of its European operations, and the ongoing
consolidation of the domestic and European aftermarkets which is
generating a powerful and aggressive customer base of cost-focused
automotive retailers.  Longer product lives of automotive parts
continues to adversely affect aftermarket demand for some of
Tenneco's products -- most recently attributable to the increased
use of stainless steel within new OEM exhaust systems in Europe.  
While Tenneco has realized favorable working capital investment
swings over the past few years, Moody's believes that this is
unlikely to be sustainable as a substantial source of future cash
flows.

The ratings and change in outlook to positive more favorably
reflect Tenneco's significant diversity of customers and vehicle
platforms, along with its geographic balance, blending of original
equipment and aftermarket exposure for similar product lines, high
variable cost structure, growing percentage of manufacturing in
lower-cost countries, effective use of global supply chain
management, good liquidity, and increased emphasis on technology
and the development of value-added products with higher dollar
content.  Tenneco has meaningful relationships with Asian
transplants in North America, and is also strengthening its
revenue base in Europe.  The company's revenues and margins are
also benefiting from increases in heavy-duty truck demand and new
applications for the growing diesel market.  Demand for Tenneco's
light vehicle product lines is also improving due to the safety
focus of its ride control product division, and the increased
global regulation for more environmentally friendly and fuel-
efficient emissions products.

Tenneco believes that its exposure to rising steel prices is
manageable, based upon the status of negotiations for price
recovery from customers and the fact that its stainless steel
pricing contract does not roll off until 2005.  While there is a
lag associated with any surcharges or price increases and any
additional spot price increases would necessitate further
negotiations, some price recovery is beginning to be realized.
Negotiations for incremental compensation have been most
successful with regard to Tenneco's heavy duty and aftermarket
product lines.  Management is additionally evaluating the
substitution of alternative materials within some product lines.

The proposed subordinated debt refinancing will improve annualized
free cash flow by $15 million and will push out the maturity of
$500 million debt obligations to 2014.  The first meaningful
funded debt maturity that the company will face is the expiration
of it $220 million revolving credit facility in December 2008.  
This facility currently has no outstanding balance, but may have
to be called upon over the next year to replace the discontinued
OEM early pay arrangements.  Tenneco continues to have the option
to up-size the revolving credit facility to a maximum of
$275 million, subject to receipt of additional lender commitments.  
Liquidity is currently good, given approximately $160 million of
pro forma cash following the subordinated debt refinancing
transaction and about $355 million of unused capacity under the
company's external credit facilities after accounting for letters
of credit.  Tenneco's base cash need approximates $50 million (per
management), and there is significant cushion under the company's
financial covenant requirements.

Future events that have potential to drive Tenneco's ratings
higher include:

   (1) debt reduction through steadily improving operations and
       working capital improvements;

   (2) a sale of common equity with the net proceeds applied to
       further debt reduction;

   (3) generation of material new business awards with a broadened
       customer base, continued growth in market share;

   (4) evidence that new emissions and safety regulations are
       driving new business generation and meaningful increases in
       content per vehicle;

   (5) realization of improved margins within the European
       operations, extension of the company's product line without
       margin dilution; and

   (6) steadily rising margins.

Future events that have potential to drive Tenneco's outlook or
ratings lower include:

   (1) meaningful declines in North American and European OEM
       production volumes;

   (2) material increases in raw materials prices that cannot be
       passed on to customers, deteriorating liquidity and
       interest coverage;

   (3) loss of a major customer, evidence of declining market
       shares;

   (4) increasing customer price compression;

   (5) unanticipated warranty liabilities;

   (6) a material acquisition which does not clearly improve the
       company's competitive position or which negatively affects
       leverage;

   (7) a major strike by workers at either Tenneco's plants or
       those of a major customer or supplier; spiraling steel
       costs; or

   (8) indications that the "sweet spot" for replacement parts has
       extended beyond the 6-to-10 year time frame.

The B3 rating of the proposed $500 million senior subordinated
unsecured notes reflects their contractual subordination to all of
Tenneco's senior debt obligations.  The new notes will be
guaranteed on a senior subordinated basis by all material domestic
subsidiaries that guarantee the senior secured credit facility.  
The new notes will be effectively subordinated to all secured
obligations of the borrower and guarantors, which are substantial
given the almost $1.3 billion of aggregate first-lien and second-
lien senior secured credit commitments.  The new notes will
additionally be structurally subordinated to all liabilities
(including trade payables) of the non-guarantor foreign
subsidiaries, which notably account for about 60% of consolidated
revenues and assets.  The new notes will not be callable until
November 2009, but will have a 35% equity issuance clawback.  They
will additionally contain a change of control redemption provision
at 101, limitations upon additional indebtedness and restricted
payments, and a 30-day grace period for non-payment of interest.

For the last twelve months ended September 30, 2004, total gross
debt/EBITDAR leverage adjusted for off-balance sheet receivables
financings, the present value of operating leases, and letters of
credit and contingent obligations approximated 4.6x.  Total net
debt/EBITDAR leverage on the same basis for the period (with net
debt defined as total debt net of cash exceeding a base level of
$50 million) approximated 4.4x. LTM EBIT coverage of cash interest
for the period was 1.5x, and should improve on a pro forma basis
for the new subordinated notes issuance to 1.7x.  The EBIT return
on total assets was satisfactory at about 7.0%.

Tenneco, headquartered in Lake Forest, Illinois, is a leading
manufacturer of automotive ride control (approx. 37% of sales) and
emissions control (approx. 63% of sales) products and systems for
both the worldwide original equipment market and aftermarket.
Leading brands include Monroe (R), Rancho (R), and Fric Rot ride
control products and Walker (R) and Gillet emission control
products.  Annual revenues exceed $4.0 billion.


THOMPSON DINING LP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Thompson Dining, L.P.
             PO Box 568
             Kennedale, Texas 76060
             Tel: (817) 996-7298

Bankruptcy Case No.: 04-91121

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                        Case No.
      ------                                        --------
      Thompson Restaurant Management, Inc.          04-91103
      Thompson Restaurant Management EC             04-91105
      Thompson Restaurant Management LR, Inc.       04-91106
      Thompson Restaurant Management GSW, Inc.      04-91107
      Thompson Restaurant Management 12265, Inc.    04-91108
      Thompson Restaurant Management 9125, Inc.     04-91109
      Thompson Restaurant Management 7456, Inc.     04-91110
      Thompson Restaurant Management 7222, Inc.     04-91113
      Thompson Dining, Inc.                         04-91117

Type of Business:  The Company operates a restaurant.

Chapter 11 Petition Date: November 15, 2004

Court: Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Linda S. Kennon, Esq.
                  Smith Underwood & Perkins
                  Two Lincoln Center, Suite 600
                  5420 LBJ Freeway
                  Dallas, Texas 75240
                  Tel: (972) 661-5114
                  Fax: (972) 661-5691

                       Total Assets          Total Debts
                       ------------          -----------
Thompson Dining, L.P.  $1 M to $10 M         $1 M to $10 M

Thompson Restaurant
Management, Inc.       $100,000 to $500,000  $100,000 to $500,000

Thompson Restaurant
Management EC          $0 to $50,000         $0 to $50,000

Thompson Restaurant
Management LR, Inc.    $100,000 to $500,000  $100,000 to $500,000

Thompson Restaurant
Management GSW, Inc.   $50,000 to $100,000   $50,000 to $100,000

Thompson Restaurant
Management 12265, Inc. $0 to $50,000         $0 to $50,000

Thompson Restaurant
Management 9125, Inc.  $100,000 to $500,000  $50,000 to $100,000

Thompson Restaurant
Management 7456, Inc.  $100,000 to $500,000  $100,000 to $500,000

Thompson Restaurant
Management 7222, Inc.  $100,000 to $500,000  $100,000 to $500,000

Thompson Dining, Inc.  $0 to $50,000         $0 to $50,000

Consolidated List of the Debtors' 20 Largest Unsecured Creditors:

    Entity                      Nature of Claim     Claim Amount
    ------                      ---------------     ------------
Burger King Corporation         Unsecured Trade Debt  $1,000,000
5505 Blue Lagoon Drive,
8th Floor
Miami, Florida 33126
Attn: Thomas Archer

Tarrant County                  Taxes                   $306,000
Assessor/Collector
Tarrant County Administration
Building
100 East Weatherford
Fort Worth, Texas 75196

Mrs. Bairds                     Trade Debt              $200,000
7301 South Freeway
Fort Worth, Texas 76134

Gexa Energy                     Trade Debt               $53,000

MBM Corporation                 Trade Debt               $50,000

David Childs                    Taxes                    $15,000

Muzak                           Trade Debt                $9,500

Federal Heath Sign Company      Trade Debt                $9,000

Jerry's Cleaning Service        Trade Debt                $7,000

Maverick Engineering            Trade Debt                $6,000

LSI Industries                  Trade Debt                $4,000

MPA Plumbing                    Trade Debt                $3,500

Facilite Corporation            Trade Debt                $3,000

Binswanger Glass                Trade Debt                $2,700

Amtech                          Trade Debt                $2,500

Coca-Cola USA                   Trade Debt                $1,801

Hernandez Lawn Service          Trade Debt                $1,600

Terminex International          Trade Debt                $1,200
Complaint LP

Century Surety Company          Trade Debt                  $800

CIT Financing                   Trade Debt                  $501


UAL CORP: Wants Court Nod to Pay Amendment Fees to DIP Lenders
--------------------------------------------------------------
UAL Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Illinois for permission to pay
certain fees in connection with a Waiver, Consent and Ninth
Amendment to their Revolving Credit, Term Loan and Guaranty
Agreement.

Section 4(b)(ii) of the Final Club DIP Order provides that  
without further Court order, the Debtors are authorized to  
execute, deliver and perform amendments to the Club DIP Facility.   
Therefore, the Debtors are legally sanctioned to enter into the  
Ninth Amendment, but need Court approval of the Ninth Amendment  
Fees, because the Final Club DIP Order does not explicitly  
authorize fees associated with postpetition amendments and  
modifications to the Club DIP Facility.

Even the most casual observers are aware of the dire conditions  
facing the airline industry.  The Debtors might not comply with  
the Club DIP Facility's EBITDAR covenants in the fourth quarter,  
which under current terms would constitute a default.  Thus, the  
Debtors and the Club DIP Lenders are in the process of finalizing  
terms of covenant relief and other liquidity-driven modifications  
to the Club DIP Facility, as envisioned in the Ninth Amendment.   
Once finalized, the Debtors will file the Ninth Amendment with  
the Court.   

The Ninth Amendment provides for several significant changes to  
the Club DIP Facility including:

   (a) Waiver -- waiver of any default if the Debtors fail to  
       satisfy the EBITDAR covenant in Section 6.05 for the 12-
       month periods ending on October 31, 2004, November 30,
       2004 and December 31, 2004;

   (b) Consent -- consent to (x) the Debtors' retention of 100%
       of the (i) Orbitz proceeds, and (ii) the exchange of slots
       with British Airways PLC, and (y) use arrangements (i)
       between the Debtors and All Nippon Airways, Co., Ltd., for
       2 pairs of slots at Narita Airport, and (ii) between the
       Debtors and Jet Airways (India) Pvt. Ltd., for 2 pairs of
       slots at London Heathrow Airport; and

   (c) Amendments -- revision of the minimum cash covenant to  
       increase the minimum of unrestricted cash required to be
       on hand from $600,000,000 to $750,000,000 by amending
       Section 6.13 of the Club DIP Facility.

By December 15, 2004, the Debtors will deliver to the Lenders a  
status report on the Borrower's and Guarantors' progress in  
realizing the additional cost savings projected in the
November 5, 2004 business plan.

For the modifications, the Debtors will pay the Club DIP Lenders,  
as arrangers and underwriters, $2,500,000 in fees.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells Judge  
Wedoff that the Debtors should be allowed to pay the Fees because  
the Ninth Amendment provides substantial financial benefits,  
protections and waivers.  The Fees are the result of arm's-length  
negotiations and are reasonable and customary.  The Ninth  
Amendment will allow the Debtors to avoid potential EBITDAR  
covenant defaults during the fourth quarter of 2004.  It will  
also enable sales proceeds to be used for operations rather than  
repayment of the Club DIP Facility.

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


UAL CORP: Judge Wedoff Approves EPA Settlement Agreement
--------------------------------------------------------
On June 6, 2003, the Environmental Protection Agency filed Claim  
No. 42359 against UAL Corporation and its debtor-affiliates, based
on alleged violations of the Resource Conservation and Recovery
Act, 42 U.S.C. Sections 6901-6992k.  The EPA Claim stems from
findings at the Debtors' San Francisco Maintenance Center at San
Francisco International Airport.  On the same day, the California
Department of Toxic Substances Control, a department of the
California State government, filed general unsecured Claim No.
42363.  The CDTSC Claim is based on alleged violations of the
California Hazardous Waste Control Law, Chapter 6.5 of Division 20
of the California Health & Safety Code, stemming from discoveries
at SFMC at SFO.

The EPA alleged that the amounts asserted in the Claims are  
secured by the United States' setoff right as memorialized in the  
Tax Refund Settlement.

To reduce the administrative and transactional costs associated  
with this dispute, the parties engaged in negotiations.  Pursuant  
to a Settlement with the EPA, the Debtors agree to conduct an  
independent audit of their Environmental Compliance Management  
System and submit a report describing the findings to the EPA by  
March 31, 2006.  The report will describe any follow-up actions  
taken in response.

In addition, the Debtors will pay an $850,000 civil penalty that  
will be divided to:

   (a) the EPA, which will have an allowed secured setoff claim
       for $550,000; and

   (b) the DTSC, which will have an allowed general unsecured
       claim for $300,000.

The automatic stay will be lifted on the Effective Date of the  
Settlement.  This will allow setoff by the United States  
Government, on the EPA's behalf, for $550,000 from the funds  
administratively frozen by the Tax Refund Settlement.

Judge Wedoff of the U.S. Bankruptcy Court for the Northern
District of Illinois finds the terms reasonable and 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. 64; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


UAL CORP: Engineers Want Stay Lifted to Pursue California Suit
--------------------------------------------------------------
UAL Corporation and its debtor-affiliates employed Kambiz
Adibzadeh in 1998[*] and Farzod R. Shironi in 1987[*] to work as
engineers at one of the Debtors' locations in California.  The
Debtors terminated both men on November 1, 2001.

On October 10, 2002, the Engineers filed a multi-count Complaint  
for damages based on employment discrimination, intentional  
infliction of emotional distress, negligent infliction of  
emotional distress, tortious termination in violation of public  
policy and breach of implied contract.  The case is captioned  
Farzod Shironi, Hector Hernandez and Kambiz Adibzadeh vs. United  
Air Lines, Clovis Shem, Michele Bassi, Gene Pugnier, Larry Slate,  
Lou Mancini, James Miccio, Martin Baumann, Sam Rawls, Steve Lewis  
and Does 1-60, Case No. 2002068406.  The Engineers filed the  
Complaint in the Superior Court of California, Alameda County.

The individually named defendants were dismissed from the
Complaint some time after the lawsuit was filed.  [**]

According to Monica C. O'Brien, Esq., the Complaint alleges that  
the Debtors, their managers and supervisors, engaged in a  
continuous and ongoing pattern of discriminatory and harassing  
conduct towards the Engineers.  Also, the Engineers were  
wrongfully terminated.

Messrs. Kambiz and Farzod filed Claims for $2,800,000 and  
$3,500,000.  Ms. O'Brien notes that a determination of the  
liquidated amount of the Engineers' Claims can only be achieved  
through adjudication of the Complaint.  Judicial economy and  
convenience militate for the California Court as the proper  
forum.   

The Engineers ask the U.S. Bankruptcy Court for the Northern
District of Illinois to modify the automatic stay provisions of
11 U.S.C. Section 362 so they may proceed with their California
Superior Court Action to liquidate the amount of the Claims
against the Debtors' estate.

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)   

    [*] Scriviner's error corrected on May 23, 2005.  

    [**] Explanatory paragraph added May 23, 2005, at
         Mr. Farzod's behest.  


US AIRWAYS: Progresses in Talks with Flight Attendants
------------------------------------------------------
Modest progress was made Tuesday in negotiations between the
Association of Flight Attendants-CWA and US Airways for achieving
long-term cost savings at the troubled carrier.

"The company needs to resolve these negotiations quickly,"
insisted Perry Hayes, president of the AFA Master Executive
Council at US Airways.  "AFA wants US Airways to succeed, but the
company's success cannot be on the backs of the flight
attendants."

Mr. Hayes noted that the latest talks took place in the wake of a
decision by the AFA Board of Directors to call for a nationwide
strike should any contracted carrier abrogate an existing
collective bargaining agreement, an action US Airways has asked a
bankruptcy court to permit.  The potential for a job action,
combined with the December 2 scheduling of a hearing on
management's request and the upcoming Thanksgiving holiday weekend
creates an environment that may be conducive to more concrete and
realistic discussions, Mr. Hayes said.

Negotiations have adjourned for the week, but are scheduled to
resume early next week.  The union hopes to reach an agreement
before Thanksgiving.

More than 46,000 flight attendants, including 5,200 at US Airways,
join together to form AFA, the world's largest flight attendant
union.  AFA is part of the 700,000-member strong Communications
Workers of America, AFL-CIO.  Visit AFA at http://www.afanet.org/

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

       * US Airways, Inc.,
       * Allegheny Airlines, Inc.,
       * Piedmont Airlines, Inc.,
       * PSA Airlines, Inc.,
       * MidAtlantic Airways, Inc.,
       * US Airways Leasing and Sales, Inc.,
       * Material Services Company, Inc., and
       * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.


US AIRWAYS: Wants Hilton Hotels to Honor Agreements
---------------------------------------------------
As part of their regular business, US Airways, Inc., and its
debtor-affiliates provide lodging for their employees, namely
their flight crews, and for inconvenienced passengers whose
flights are cancelled, delayed or who have been denied boarding
for various reasons.

On any given night, the Debtors may purchase 1,700 hotel rooms
throughout the United States, the Caribbean and Europe.  To meet
the lodging needs of their flight crews and passengers, the
Debtors must have access to hotel rooms with a certain level of
services at reasonable prices in the cities where their crews stay
overnight.  To meet these needs, the Debtors are party to several
accommodation agreements with hotels in the United States, the
Caribbean and Europe.  These accommodation agreements with hotels
are critical because the Debtors:

    (a) purchase hotel rooms in blocks at reduced rates; and

    (b) can guarantee that lodging will be available for their
        various constituencies in many markets.

In certain markets, tax exemptions allow the Debtors to benefit
from the long-term continued and uninterrupted purchase of large
blocks of hotel rooms.

According to Brian P. Leitch, Esq., at Arnold & Porter, in Denver,
Colorado, the Debtors selected MHI, LLC, doing business as Hilton
Wilmington Riverside, Hilton Philadelphia Airport Hotel, Savannah
DeSoto Hilton and Canterbury Hotel, also known as The Canterbury
Hotel Corporation, as long-term partners to satisfy various
constituencies with the quantity, quality and price of the rooms
provided.  Under the parties' Agreements, the Debtors receive
reduced rates and take advantage of the tax exemptions.

Since the Debtors' bankruptcy filing, however, the Hotels have
refused to perform in accordance with the Hotel Agreements.  Upon
learning of the Hotels' refusal, the Debtors attempted to
negotiate for the resumption of services.  The Hotels have stated
that they will not make rooms available to the Debtors under any
circumstances.

Mr. Leitch tells the U.S. Bankruptcy Court for the Eastern
District of Virginia that the failure of the Hotels to perform in
accordance with the Hotel Agreements has caused the Debtors harm,
including monetary damages.  The Debtors have had to scramble to
purchase hotel rooms at increased prices and have not been able to
take advantage of the tax exemptions that were an important
component of the Hotel Agreements.

As a result, the Debtors ask Judge Mitchell to:

    (1) declare that the Hotel Agreements are property of the
        Debtors' bankruptcy estate;

    (2) declare that the Hotel Agreements are executory contracts
        subject to assumption or rejection prior to confirmation
        of a plan of reorganization;

    (3) compel the Hotels to adhere to the terms of the Hotel
        Agreements, pending assumption or rejection by the
        Debtors; and

    (4) find that each of the Hotels violated the automatic stay.

The Debtors also seek an award for damages, including actual
damages, costs, attorneys' fees and punitive damages, in amounts
to be determined at trial.

Mr. Leitch emphasizes that the Hotels' services are vital to the
continued operations and the reorganization efforts of the
Debtors.  Failure and refusal of the Hotels to perform is
disruptive to the Debtors' crews, customers and overall business
operations.  The Debtors have no reasonable alternative to obtain
similar hotel rooms and services in the quantity, quality and at
the cost provided under the Hotel Agreements.  Mr. Leitch further
notes that the Debtors' restructuring depends on the uninterrupted
performance from their suppliers and service providers and the
enforceability of their contracts.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

       * US Airways, Inc.,
       * Allegheny Airlines, Inc.,
       * Piedmont Airlines, Inc.,
       * PSA Airlines, Inc.,
       * MidAtlantic Airways, Inc.,
       * US Airways Leasing and Sales, Inc.,
       * Material Services Company, Inc., and
       * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 71; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VINFRED INTERIOR: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Vinfred Interior Systems Co., Inc.
        P.O. Box 33
        Oakmont, Pennsylvania 15139

Bankruptcy Case No.: 04-34995

Type of Business: The Debtor is a builder and contractor.

Chapter 11 Petition Date: November 12, 2004

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Judith K. Fitzgerald

Debtor's Counsel: Stanley A. Kirshenbaum, Esq.
                  1602 Law & Finance Building
                  429 Fourth Avenue
                  Pittsburgh, PA 15219
                  Tel: 412-261-5107
                  Fax: 412-288-0217

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
Carpenters Contribution       Trade Debt                $360,196
Accounts
P.O. Box 640879
Pittsburgh, PA 15230

Iupat District #57 Comb       Employee Benefits         $196,800
Funds
5 Hot Metal Street, Suite 200
Pittsburgh, PA 15203

Ciesco Inc.                   Trade Debt                $154,446
109 Millers Lane
P.O. Box 5099
Harrisburg, PA 17110

Sherwin Williams Co.          Trade Debt                $106,137

Atlas Wholesale Supply Inc.   Trade Debt                $103,403

Heritage Agency               Trade Debt                 $90,382

Lupini Construction Co.       Trade Debt                 $72,176

Wholesale Builders Supply     Trade Debt                 $68,763

Laborers Combined Funds       Employee Benefits          $43,696

Gypsum Services               Trade Debt                 $41,343

Polyvision Corporation        Trade Debt                 $32,320

Triangle Fastener Corp.       Trade Debt                 $25,821

Best Line Equipment           Trade Debt                 $22,317

Masterwork                    Trade Debt                 $20,663

Irwin Builders Supply         Trade Debt                 $15,936

West Elizabeth Lumber Co.     Trade Debt                 $14,972

RJ Bridges Corp.              Trade Debt                 $13,320

NC Sanitation Inc.            Trade Debt                 $12,675

Pittsburgh Prof. Cleaning     Trade Debt                 $11,758
Service


WEIRTON STEEL: Debra Davidson Wants to Pursue Claim
---------------------------------------------------
Kevin M. Pearl, Esq., at Frankovitch Anetakis Colantonio & Simon,
in Weirton, West Virginia, relates that on November 4, 2004,
Debra Davidson was passenger in a 1996 Mercury Sable operated by
Tina L. Spano traveling north on West Virginia Route 2 in
Weirton, Brooke County, West Virginia.  Ricky D. Thomas, an
employee of Weirton Steel Corporation acting within the scope of
his employment, was the operator of a 1997 Ford F-250 also
traveling north on West Virginia Route 2 in Weirton, Brooke
County.

When Ms. Davidson's vehicle came to a stop to make a left turn
onto Elmer Avenue from West Virginia Route 2, Mr. Thomas failed to
slow his vehicle or bring it to a stop, causing it strike the rear
of Ms Davidson's vehicle with great force.

As a direct result of Mr. Thomas' negligent, careless, and
reckless conduct, Ms. Davidson:

    (a) sustained severe and disabling injuries;

    (b) was forced to seek medical treatment and incur medical
        expenses; and

    (c) has and will in the future incur pain and suffering,
        mental anguish, aggravation, inconvenience, loss of
        enjoyment of life, loss of ability to function and past
        and future medical expenses.

Ms. Davidson understands that Wausau Insurance Company has issued
and delivered to Weirton a policy of insurance wherein Wausau
Insurance agrees to pay all sums, which Weirton becomes liable to
pay should damages be imposed on it by law for injuries sustained
by any person injured in a motor vehicle accident in a motor
vehicle operated by Weirton's employees.

Mr. Pearl notes that the Wausau Policy was in effect on
November 4, 2002, the day of the accident.  The policy also
provides that Weirton's insolvency or bankruptcy will not release
Wausau Insurance from the payment of damages for injuries
sustained during the term or within the coverage of the policies.

However, the automatic stay resulting from Weirton's Chapter 11
petition prevents Ms. Davidson from pursuing her rightful claim.
Accordingly, Ms. Davidson asks the United States Bankruptcy Court
for the Northern District of West Virginia to modify the automatic
stay afforded by Section 362 of the Bankruptcy Code so as to
permit her to pursue a claim against Weirton.

Mr. Pearl relates that in the event Ms. Davidson is permitted to
pursue her claim, any claim she will file against Weirton will be
defended by Wausau Insurance's counsel and the defense of that
lawsuit will be at no expense to Weirton.  Furthermore, the
continuation of the lawsuit will not hinder, burden, delay or be
inconsistent with Weirton's Chapter 11 proceedings.

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's confirmed Plan
of Liquidation became effective on Sept. 8, 2004.  (Weirton
Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WORLDCOM INC: Disputes HickoryTech's $1.2 Million Claim
-------------------------------------------------------
HickoryTech Corporation (Nasdaq: HTCO) reported that its claims
against MCI/WorldCom, Inc., for $1.2 million in receivables, owed
to HickoryTech at the time of WorldCom's 2002 bankruptcy, are
being contested by WorldCom.

MCI/WorldCom Inc. contested HickoryTech Corporation's (Nasdaq:
HTCO) $1.2 million claim, filed against WorldCom at the time of
its bankruptcy in 2002.

The receivables represented network access fees incurred by
WorldCom in 2002 for its use of HickoryTech's telephone network.
HickoryTech wrote off $750,000 of these receivables in 2002.

HickoryTech's president and CEO John Duffy said, "This bankruptcy
occurred in 2002. Now in 2004, WorldCom is objecting to the $1.2
million in receivables. We understand that many telephone
companies are receiving the same disappointing news; HickoryTech
is not being singled out. However, we still have a potential
exposure of approximately $500,000. At this time it is too early
to predict an outcome or the potential impact on our fourth-
quarter financial results. We are pursuing legal remedies to
collect as much of the $1.2 million in valid receivables as
possible."

                        About HickoryTech

HickoryTech Corporation is a diversified communications company
headquartered in Mankato, Minn., with more than 400 employees in
Minnesota and Iowa. In its 107th year of operation, HickoryTech
offers a full array of telecommunications products and services to
business and residential customers including: local voice, long
distance, Internet, broadband services and IP networking; IP
Telephony, call center management and data network solutions; and
telecom and carrier access billing solutions. To learn more about
HickoryTech Corporation, visit the company's Web site at
http://www.HickoryTech.com/

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


WYNN LAS VEGAS: Launches Sr. Debt Offering & Consent Solicitation
-----------------------------------------------------------------
Wynn Las Vegas, LLC, a subsidiary of Wynn Resorts Limited
(Nasdaq:WYNN), commenced a cash tender offer for any and all of
the $247,580,000 aggregate principal amount of outstanding
12.0% Second Mortgage Notes due 2010 issued by Wynn Las Vegas, LLC
and Wynn Las Vegas Capital Corp.  The tender offer is scheduled to
expire at 12:01 a.m., New York City time, on Dec. 11, 2004, unless
extended or earlier terminated.

In conjunction with the tender offer, Wynn Las Vegas, LLC, is also
soliciting consents to adopt certain amendments to the indenture
and related documents pursuant to which the notes were issued.  
The solicitation of consents is scheduled to end at 9:00 a.m., New
York City time, on November 22, 2004, unless extended or earlier
terminated.  Holders will be entitled to withdraw their tenders
and revoke their consents pursuant to the tender offer before 9:00
a.m., New York City time, on November 22, 2004.

The proposed indenture amendments would, among other things:

   -- eliminate substantially all of the restrictive covenants;

   -- eliminate most events of default (other than for failure to
      make payments of interest or principal);

   -- release certain guarantees; and

   -- provide for the release of certain collateral.

Subject to certain conditions, holders of notes who tender their
notes (and thereby consent to the proposed amendments) on or
before November 22, 2004, will receive a consent payment and the
tender offer consideration, which includes a premium.  Holders who
tender after 9:00 a.m. on November 22, 2004, and before
December 11, 2004, will receive only the tender offer
consideration, which includes a premium, but no consent payment.

Wynn Las Vegas, LLC, is making the tender offer and consent
solicitation as part of a refinancing of its existing debt.  Wynn
Las Vegas, LLC, intends to finance the tender offer and consent
solicitation with a portion of approximately $2.2 billion of new
debt financing it intends to arrange.

The tender offer and consent solicitation are subject to the valid
tender of, and delivery of consents with respect to, a majority of
the outstanding principal amount of notes (excluding notes held by
affiliates of the issuers), arranging new debt financing and other
customary general conditions.

Deutsche Bank Securities, Inc., and Banc of America Securities,
LLC, are acting as the exclusive dealer managers and solicitation
agents.  MacKenzie Partners, Inc., is acting as the information
agent.  Wells Fargo Bank, National Association is acting as
depositary in connection with the tender offer and consent
solicitation.  Copies of the Offer to Purchase and Consent
Solicitation Statement, Letter of Transmittal and Consent, and
other related documents may be obtained from the information agent
at:

            MacKenzie Partners, Inc.
            105 Madison Avenue,
            New York, New York 10016
            800-322-2885 (toll free)
            212-929-5500 (collect)

Additional information concerning the terms of each Offer and
Consent Solicitation may be obtained by contacting

            Deutsche Bank Securities, Inc.
            800-553-2826 (U.S. toll free)
            212-250-4270 (collect)

                  -- or --

            Banc of America Securities, LLC
            888-292-0070 (U.S. toll free)
            704-388-4813 (collect)

Wynn Las Vegas, LLC is constructing, and will own and operate, the
Wynn Las Vegas hotel and casino resort.  The new casino resort has
been designed to be the pre-eminent luxury hotel and destination
casino resort on the Las Vegas Strip.  Wynn Las Vegas is the
concept of Stephen A. Wynn, the Chairman of the Board and Chief
Executive Officer of Wynn Resorts, Limited.  Wynn Las Vegas is
expected to open to the public in April 2005.


* Boston Consulting Welcomes John Rose to New York Office
---------------------------------------------------------
John S. Rose, a leading media and entertainment consultant, has
joined The Boston Consulting Group as a director to help build the
firm's media and technology practice.  Mr. Rose will be based in
BCG's New York office.

Mr. Rose was executive vice president at EMI Group PLC for the
past three years, responsible for strategy and corporate
development, new media, industry and government affairs, and
global asset management.  Before EMI, Mr. Rose spent almost 20
years with McKinsey & Company, where he was a director and co-led
the global media and entertainment practice.

At EMI, Mr. Rose was responsible for developing and overseeing the
firm's digital business, crafting its anti-piracy efforts, leading
its cost restructuring, and heading up board-level initiatives to
identify and evaluate strategic options for the group.

He also sits on numerous music-industry and not-for-profit boards
such as those of WNYC, Young Audiences, and the IFPI.

                About The Boston Consulting Group

The Boston Consulting Group is a management consulting firm.  It
was founded in 1963 and now has 60 offices in 37 countries.  Its
primary focus is corporate and business strategy, including
operational and systems strategy.  It has served companies in all
major industries and developed countries and also has offices and
clients in several developing countries.  Please visit its Web
site at http://www.bcg.com/which contains a subscription service  
for its publications.


* Stroock & Stroock Names Four New Partners
-------------------------------------------
Stroock & Stroock & Lavan, LLP, a national law firm with offices
in New York, Los Angeles and Miami, named four new partners,
effective Jan. 1, 2005.

"Our new partners have not only demonstrated commitment to our
clients, but have shown themselves to be market leading
practitioners," said Thomas E. Heftler, Stroock Co-Managing
Partner.  "We are proud of their achievements, and we look forward
to a long partnership."

The new partners and their practices are:

   -- Ian G. DiBernardo (Intellectual Property, New York)

      Mr. DiBernardo, 34, represents both emerging and established
      technology companies in essentially all aspects of
      intellectual property law, including complex corporate
      transactions, patent prosecution, patent infringement and
      validity opinions and litigation.  He has represented
      clients in a variety of industries, including computer
      software and systems, financial services, life sciences and
      bioinformatics and Internet and e-commerce services.  His
      transactional practice includes mergers and acquisitions,
      financings, joint ventures and general licensing,
      outsourcing and professional services agreements.

   -- Brett Lawrence (Financial Restructuring, New York)

      Mr. Lawrence, 38, has represented financial investors,
      bondholder committees, official creditor committees and
      secured creditors.  He regularly counsels clients involved
      in bankruptcies, restructurings, recapitalizations and
      related securities transactions, including both public and
      private companies that are engaged in restructuring,
      divestiture or filing for bankruptcy.

   -- Todd E. Lenson (Corporate, New York)

      Mr. Lenson, 33, focuses on corporate transactional matters,
      including mergers and acquisitions, public and private
      securities offerings, private equity and venture capital
      financings and general corporate matters.  Mr. Lenson has
      represented clients in a wide variety of industries,
      including REITs, energy companies, private equity firms and
      other specialty finance companies.  He has significant
      experience with corporate governance matters, including the
      Sarbanes-Oxley Act.

   -- Stephen J. Newman (Litigation, Los Angeles)

      Mr. Newman, 34, has extensive experience in the defense of
      class actions and "quasi-class" actions brought under
      California's Unfair Competition Law (Business and
      Professions Code Section 17200) and has represented a broad
      range of companies in such cases, including banks, insurers,
      retailers and manufacturers.  In addition to class action
      and unfair competition defense, he has handled litigation
      involving a variety of other issues, including securities
      fraud, accountants' malpractice, actuaries' malpractice and
      insurance.

Stroock & Stroock & Lavan, LLP, established in 1876, is a law firm
providing transactional and litigation guidance to leading
multinational corporations, investment banks, and venture capital
firms in the U.S. and abroad.  Stroock's emphasis on client
service and innovation has made it one of the nation's leading law
firms for 125 years.  Stroock's practice areas include corporate
finance, legal services to financial institutions, energy,
financial restructuring, intellectual property, litigation and
real estate. For more information, please visit Stroock's Web site
at http://www.stroock.com/

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***