TCR_Public/041122.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Monday, November 22, 2004, Vol. 8, No. 256

                          Headlines

AFM HOSPITALITY: Releasing Financial Reports to Cure Default
AIRCAST INC: S&P Junks Proposed $40 Million Senior Secured Loan
AMERICAN MATTRESS: Case Summary & 20 Largest Unsecured Creditors
AMJUST LLC: Case Summary & 7 Largest Unsecured Creditors
APPLIED EXTRUSION: Nasdaq to Halt Stock Trading on Wednesday

ATA AIRLINES: Wants to Hire Huron Consulting as Financial Advisor
ATA AIRLINES: Wants to Hire Paul Hastings as Special Labor Counsel
ATA AIRLINES: Wants to Employ Sommer Barnard as Co-Counsel
BEXAR COUNTY: Moody's Affirms Ba1 Rating on Subordinate Bonds
C.A.S. HANDLING: Case Summary & 49 Largest Unsecured Creditors

CATHOLIC CHURCH: Portland Tort Committee Proposes Own Protocol
CLECO EVANGELINE: Moody's Raises Senior Secured Debt Rating to B1
COAST ENERGY MANAGEMENT: List of 20 Largest Unsecured Creditors
COINMACH SERVICE: Moody's Junks Planned $295 Million Loans
COLUMBIA SERVICES: Case Summary & 20 Largest Unsecured Creditors

CONTINENTAL AIRLINES: Plans to Cut $500 Million in Annual Costs
COEUR D'ALENE: Selling 25 Million Common Shares at $4.50 Each
CREST 2004-1: Fitch Assigns Low-B Ratings on Five Note Classes
DURIS PROPERTIES: Case Summary & 13 Largest Unsecured Creditors
DYNEGY INC: Constellation Energy Inks 4-Yr. Power Purchase Pact

EL PASO CORP: Declares $0.04 Per Share in Quarterly Dividend
EL PASO HOUSING: Moody's Affirms Ba3 Rating on Junior Sub. Bonds
EMCOR GROUP: Moody's Revises Outlook on Low-B Ratings to Stable
ENDURANCE SPECIALTY: Declares $0.21 Per Share Quarterly Dividend
ENRON CORP: Court Approves $3 Million Targa Break-Up Fee

ENRON CORP: Asks Court to Approve Allocation of Reserved Funds
ENRON CORP: Wants to Replace Three CrossCountry Managers
EXT INC: Case Summary & 20 Largest Unsecured Creditors
FAIRFAX FINANCIAL: Will Pay $150 Million Cash for Notes
FINOVA GROUP: Mezzanine Disposes of 12,625 Teltronics Shares

GARLIZ INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
GCI INC: Moody's Changes Outlook on Low-B Ratings to Negative
HOLLINGER: Ontario Court Orders Removal of All but Two Directors
HOMESTEADS: U.S. Trustee Picks 3-Member Creditors Committee
HOMESTEADS AT NEWTOWN: Committee Hires Shipman Sosensky as Counsel

HORNBECK OFFSHORE: To Issue $225 Million of Sr. Notes Due 2014
INTEGRATED HEALTH: Wants to Assign Development Rights to Berwind
INTERCHANGE CORP: Sept. 30 Balance Sheet Upside-Down by $5.3 Mil.
INTERSTATE BAKERIES: Wants Court to Determine Lou Misterly Claim
INTERSTATE BAKERIES: Gets Final Court OK to Hire Alvarez & Marsal

KAISER ALUMINUM: Australian & Finance Units' Treatment of Claims
KIDS COMPANY LLC: Case Summary & 5 Largest Unsecured Creditors
LAIDLAW INT'L: Greyhound Faces $15 Million Garnishment Suit
LEHMAN BROTHERS: S&P Upgrades Low-B Ratings to Investment Grade
LEVEL 3: Increases Total Debt Offer to $1.1 Billion

LEVEL 3: Selling $320 Million Senior Notes via Private Offering
LEVEL 3: Fitch Affirms Low-B & Junk Ratings on Loans
LORAL SPACE: Hires S&P as Asset Valuation Consultants
LORAL SPACE: Gets Court Nod to Launch XTAR Satellite
MORGAN STANLEY: Fitch Puts BB+ Rating on Class H Certificates

NOMURA CBO: S&P Upgrades Rating on $105.3M Class A-3 Notes to CC
NORTH ATLANTIC: S&P Places B+ Rating on CreditWatch Negative
NRG ENERGY: Registers Senior Secured Notes Due 2013 with SEC
ONSITE TECH: Court Converts Chapter 11 Case to Chapter 7
PARK-OHIO: Moody's Junks Planned $200M Senior Subordinated Notes

PIONEER NATURAL: Names T.L. Dove as COO & R.P. Dealy as CFO
PORT AUTHORITY: Fitch Affirms BB+ Rating on $934 Million Bonds
PROPEX FABRICS: Moody's Junks $150 Million Senior Notes
PROTECTION ONE: Fitch Places Junk Ratings on Watch Positive
QWEST CORP: S&P Assigns BB- Rating to $250 Million Notes

QWEST CORP: Moody's Rates Planned $250M Senior Unsec. Notes Ba3
QWEST CORPORATION: Fitch Puts BB Rating on Sr. Unsecured Notes
RCN CORPORATION: Confirmation Objections Must Be Filed by Nov. 30
RCN CORP: Court Extends Exclusive Plan Filing Until Dec. 10
ROBOTIC VISION: Files for Chapter 11 Protection in New Hampshire

ROBOTIC VISION: Case Summary & 20 Largest Unsecured Creditors
SAFETY-KLEEN: Wants Court Nod to Approve IBM Settlement Agreement
SPIEGEL: Court OKs Transfer of Services from A&M Inc. to A&M LLC
SPIEGEL INC: Can Assume Computer Association License Deal
SPX CORP: BOMAG & EST Sale Plans Cue Fitch to Put Low-B Ratings

STAR GAS: Star Propane Sale Prompts Fitch to Revise Watch Status
SUN HEALTHCARE: Jennifer Botter to Sit as Interim CFO
TRITON PCS: Closes $250 Million Senior Secured Loan Facility
TCW LEVERAGED: Fitch Junks Three Classes of Subordinated Notes
TCW LEVERAGED: Fitch Junks $26.4M Class E Junior Sub. Notes

UAL CORP: Employs ProTen Realty Group as Property Broker
UNUMPROVIDENT: Settlement Will Not Affect Ratings, Says Fitch
W.R. GRACE: Paul Norris Leaves CEO Post But Remains as Chairman
WINROCK GRASS: Hires Davidson Law Firm as Bankruptcy Counsel
WYNN RESORTS: S&P Puts B+ Rating on Planned $1.1B Mortgage Notes

* BOND PRICING: For the week of November 15 - November 19, 2004

                          *********

AFM HOSPITALITY: Releasing Financial Reports to Cure Default
------------------------------------------------------------
AFM Hospitality Corporation (TSX:AFM) expects to file very soon
its 2003 annual financial statements, management discussion and
analysis, in addition to the 2004 interim financial statements and
management discussion and analysis for the quarters ended
March 31, June 30, and September 30, 2004.  AFM did not file its
annual statements by the appropriate deadlines and the relevant
securities commissions have imposed Issuer Cease Trade Orders.  
With these filings, AFM Hospitality intends to satisfy the
provisions of the securities commissions and cure its default of
the financial statement reporting requirement.

With the change of CFO's during 2004 and the departure of an
interim CFO, AFM's management and its board of directors believe
it has been prudent to invest additional time to review AFM's
books, records, and related disclosures in accordance with company
guidelines and the new disclosure standards as AFM completed
several complex transactions during 2003.  AFM will not be
reporting any restatement of periods prior to 2003 previously
reported.

                        About the Company

AFM Hospitality Corporation owns AFM Preferred Alliance Group,
Inc., AFM Asset Management, Inc., AFM Hospitality (USA)
Corporation, Northwest Lodging International (USA), Inc.,
Northwest Lodging International (Canada), Inc., AFM Asset
Management Services, Inc., Trigild International, Inc., Special
Asset Services, Inc., and Staffing Services International, Inc.  
It is the exclusive Canadian Master Franchisor for Aston, Best
Inns, Hawthorn Suites, Howard Johnson, Knights Inn, La Quinta, and
Traveller's Inn.  AFM Hospitality Corporation operates or has open
and/or executed franchise and management agreements with more than
250 hotels, restaurants and other nationally franchised service
businesses throughout North America.  The company's focus is to
increase the number of hotels franchised by the respective brands,
franchise new brands, build the portfolio of hotel management
agreements, provide valuable resources and hospitality experience
to help hotel owners grow their business, and to acquire other
franchise businesses related to the hospitality industry, while
making available property management services.  AFM Hospitality
Corporation is a publicly traded company listed on the Toronto
Stock Exchange (TSX: AFM) and may be reached at
http://www.afmcorp.com/


AIRCAST INC: S&P Junks Proposed $40 Million Senior Secured Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its existing ratings
on medical products maker Aircast, Inc., and assigned new ones
after the company increased and restructured its proposed debt
issue.

Standard & Poor's assigned a 'B' corporate credit rating to
Aircast, Inc., to better reflect the company's newly proposed debt
structure.  Standard & Poor's also assigned a 'B' rating and a
recovery rating of '2' to Aircast's proposed $60 million senior
secured first-lien credit facilities, which consist of a $55
million, six-year term loan and a $5 million, five-year revolving
credit facility.

A 'CCC+' rating was assigned to the company's proposed $40 million
senior secured 6.5-year second-lien term loan.

The debt is being issued as part of the company's leveraged
buyout.  Aircast is being purchased by equity sponsor Tailwind
Capital Partners.

The outlook is stable.

Approximately $110 million of debt will be outstanding at the
close of the transaction.

"The low, speculative-grade ratings on Aircast reflect the
company's narrow product line, highly leveraged capital structure,
and limited financial resources, which overshadow the company's
brand recognition in niche markets," said Standard & Poor's credit
analyst Jordan C. Grant.

Aircast, based in Summit, New Jersey, manufactures orthopedic
products and vascular systems.  It has leading positions in ankle
braces, walking braces, and cold and compression therapy.  The
company's braces use a proprietary air-cell technology (a highly
engineered padding providing comfort and stabilization) that
allows Aircast to compete in the upper end of its principal
markets.  However, the company is narrowly focused, as a
significant portion of sales are generated by ankle braces, making
Aircast particularly vulnerable to competitive developments in
this area.  Indeed, Aircast generally participates in well-
contested markets, competing against larger companies with greater
resources, such as dj Orthopedics (BB-/Stable/--) and Orthofix
(BB-/Stable/--).  Moreover, the company's management will be
challenged to diversify its small revenue base and cope with
potential changes in treatment modality.


AMERICAN MATTRESS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: American Mattress of Illinois, Inc. (Texas)
        655 West Grand Avenue
        Elmhurst, Illinois 60126

Bankruptcy Case No.: 04-42649

Type of Business:  The Company is a retailer of mattresses, bed
                   frames, bunk beds, day beds, futons, and
                   headboards.  See http://www.americanmattress.com/

Chapter 11 Petition Date: November 17, 2004

Court: Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Richard N. Golding, Esq.
                  Katz Randall & Weinberg
                  333 West Wacker Drive, Suite 1800
                  Chicago, Illinois 60606
                  Tel: (312) 807-3800

Total Assets: $1,671,878

Total Debts:  $1,514,858

Debtor's 20 Largest Unsecured Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Serta Mattress Company        Trade Debt                $646,957
10710 Telge Road
Houston, Texas 53511

The Chronicle                 Trade Debt                $294,903
PO Box 230084
Houston, Texas 77216

Masterpiece Sleep             Trade Debt                 $99,056
Products, Inc.
1500 Lee Ian
Beloit, Wisconsin 53511

Leggett & Platt, Inc.         Trade Debt                 $49,765

KODA-FM                       Trade Debt                 $28,870

MRD Distributing              Trade Debt                 $28,870

Wolf Corporation              Trade Debt                 $22,315

Protect-A-Bed                 Trade Debt                 $20,453

Citicorp Leasing, Inc.        Vehicle Leasing            $19,615

KHMX - FM                     Trade Debt                 $19,556

KKBQ-FM                       Trade Debt                  $8,900

KTRH-AM                       Trade Debt                  $8,536

SIS Enterprises, Inc.         Trade Debt                  $5,999

Stephen Brahm                 Trade Debt                  $5,304

Maria Gaggioni                Trade Debt                  $3,110

Linda Colwell                 Trade Debt                  $2,702

David Lee Buhler              Trade Debt                  $2,460

Michelle Woosley              Trade Debt                  $2,417

Mary Ramos                    Trade Debt                  $2,416

Kevin Shelby                  Trade Debt                  $2,415


AMJUST LLC: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Amjust, LLC
        P.O. Box 1152
        Ferndale, Washington 98248

Bankruptcy Case No.: 04-24829

Type of Business: Land Ownership

Chapter 11 Petition Date: November 18, 2004

Court: Western District of Washington (Seattle)

Judge: Philip H. Brandt

Debtor's Counsel: Craig S. Sternberg, Esq.
                  Sternberg Thomson & Okrent
                  500 Union Street, Suite 500
                  Seattle, WA 98101
                  Tel: 206-386-5438
                  Fax: 206-374-2868

Total Assets: $3,501,264

Total Debts:  $5,999,879

Debtor's 7 Largest Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
Bank Northwest                Value of Collateral:    $1,302,466
106 E. Main St.               $669,056
Everson, WA 98247

Permacold Engineering, Inc.                              $29,454
2945 N.E. Argyle St.
Portland, WA 97211

Anderson Paper & Packaging, Inc.                         $22,000
c/o Jeffrey Teichert
115 W. Magnolia St., Ste. 205
Bellingham, WA 98225

John Smrke                                               $19,800

Henifin Construction LLC                                  $8,000

Adrian McNutt                                             $5,535

A R Loubert                                               $1,680


APPLIED EXTRUSION: Nasdaq to Halt Stock Trading on Wednesday
------------------------------------------------------------
Applied Extrusion Technologies, Inc.'s (NASDAQ NMS:AETC) common
stock will be delisted from The Nasdaq National Market at the
opening of business on Nov. 24, 2004.  The company received a
notice of the delisting in a letter from the Nasdaq Stock Market
dated Nov. 15, indicating the Company had not maintained the
minimum market value of publicly held shares required by Nasdaq
Marketplace Rule 4450(a)(2).

Applied Extrusion had been notified of its non-compliance with
that rule on Aug. 13, 2004, and had been given 90 days, until
Nov. 11, 2004, to regain compliance with that rule.  The company
was further informed by the Nasdaq Stock Market that it does not
comply with the minimum stockholders' equity requirement for
continued listing set forth in Nasdaq Marketplace rule 4450(a)(3),
which is an additional basis for delisting the company's common
stock.

                        About the Company

Applied Extrusion Technologies, Inc., is a leading North American
developer and manufacturer of specialized oriented polypropylene
(OPP) films used primarily in consumer products labeling and
flexible packaging application.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2004,
Applied Extrusion Technologies, Inc., is soliciting votes for its
prepackaged chapter 11 plan of reorganization from holders of the
Company's 10-3/4% senior notes.  Votes on the prepackaged plan of
reorganization must be received by the voting agent by
November 24, 2004, unless this deadline is extended.  Copies of
the Company's plan of reorganization and solicitation and
disclosure statement is available at http://www.bsillc.com/

The plan proposes to wipe out existing equity, deliver 100% of the
new equity to the 10-3/4% Bondholders, and leave trade creditors
unimpaired.  Amin J. Khoury, the Company's Chairman and CEO, will
leave when the plan is consummated.  David N. Terhune has already
been named as Mr. Khoury's successor.

Standard & Poor's Ratings Services assigned its 'D' rating to the
$275 million 10.75% senior notes due 2011 when Applied Extrusion
failed to make the $14.8 million interest payment due July 1,
2004.


ATA AIRLINES: Wants to Hire Huron Consulting as Financial Advisor
-----------------------------------------------------------------
To maximize the value of their estates and to reorganize
successfully, ATA Airlines and its debtor-affiliates need
financial advisory and other related services from Huron
Consulting Group, LLC.  Huron Consulting is an independent
financial advisory company, offering an array of strategic
advisory, financial restructuring, and mergers and acquisitions
advice to clients worldwide.  Moreover, Huron Consulting's
principals and senior executives have advised dozens of clients in
connection with restructuring and M&A transactions and
collectively have hundreds of years of financial advisory
experience.

Pursuant to a retention agreement between the parties, dated
October 24, 2004, Huron Consulting will:

   (a) advise the Debtors of available capital restructuring and
       financial alternatives, including the size of a DIP
       facility and recommendations of specific courses of action
       and assisting the Debtors with the design of alternative
       reorganization structures and any debt and equity
       securities to be issued in connection with the
       reorganization;

   (b) participate in negotiations with creditors and other
       parties involved in the Debtors' reorganization;

   (c) assist the Debtors in valuing their assets and operations;

   (d) provide expert advice and testimony relating to financial
       matters in connection with the Debtors' reorganization;

   (e) advise the Debtors as to potential mergers or
       acquisitions, and the sale or other disposition of any of
       their assets or businesses;

   (f) advise the Debtors in connection with proposals to
       creditors, employees, shareholders and other parties-in-
       interest in connection with the reorganization;

   (g) assist the Debtors' management with presentations made
       to the Debtors' Boards of Director regarding
       reorganization; and

   (h) render other financial advisory as may be mutually
       agreed upon by the Debtors and Huron Consulting.

In exchange for the firm's services, the Debtors will make monthly
payments for actual hours incurred by Huron Consulting personnel.  
The firm's current hourly rate schedule is:

             Managing Directors               $600
             Directors                         450
             Managers                          350
             Associates                        250
             Analysts                          175

The Debtors will also reimburse Huron Consulting for all necessary
and reasonable out-of-pocket expenses incurred.

The Debtors have paid Huron Consulting a non-refundable $750,000
retainer.

The Debtors agree to indemnify Huron Consulting for all claims,
damages, liabilities, and expenses incurred in rendering financial
advisory services.

The Debtors may terminate Huron Consulting's engagement at any
time, and Huron Consulting may terminate upon 15 days' notice in
the event of material breach or non-payment by the Debtors.

According to Terry E. Hall, Esq., at Baker & Daniels, in
Indianapolis, Indiana, the Debtors have selected Huron Consulting
as their financial advisors because of Huron Consulting's
extensive and diverse experience, knowledge and reputation in the
restructuring field and its understanding of the issues involved
in Chapter 11 cases.  Moreover, Huron Consulting has previously
advised the Debtors and, as a result, obtained valuable
institutional knowledge of the Debtors' businesses and financial
affairs.  The Debtors believe that Huron Consulting is qualified
to serve in their Chapter 11 cases in a cost-effective and
efficient manner.

Thomas J. Allison, managing director at Huron Consulting, assures
the United States Bankruptcy Court for the Southern District of
Indiana that the firm does not and will not represent any adverse
interest to the Debtors or their estates.

Accordingly, the Debtors seek the Court's authority to employ
Huron Consulting as their financial advisor.

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: Wants to Hire Paul Hastings as Special Labor Counsel
------------------------------------------------------------------
Since 1991, Paul, Hastings, Janofsky & Walker, LLP, has played a
significant role in advising ATA Airlines and its debtor-
affiliates from time to time concerning labor law issues arising
under the Railway Labor Act, including advice on collective
bargaining issues, union representation disputes, and the
interpretation and application of the Debtors' collective
bargaining agreements.  Paul Hastings has a nationwide reputation
and extensive experience and expertise with respect to airline
labor law generally and labor issues in airline bankruptcy
proceedings.

Given its general knowledge and information regarding the Debtors
and their businesses, the Debtors seek the United States
Bankruptcy Court for the Southern District of Indiana's authority
to employ Paul Hastings as special labor counsel.

As Special Labor Counsel, Paul Hastings will provide services, to
the extent necessary and as requested by the Debtors, with respect
to issues that may arise related to all aspects of labor
relations, specifically:

   (a) issues regarding:

       -- the Air Line Pilots Association;

       -- the Association of Flight Attendants;

       -- the International Association of Machinists and
          Aerospace Workers; and

       -- Aircraft Mechanics Fraternal Association;

   (b) collective bargaining issues;

   (c) issues arising under the Railway Labor Act and under
       Sections 1113 and 1114 of the Bankruptcy Code; and

   (d) other issues as may be assigned by the Debtors.

Paul Hastings will be compensated on an hourly basis at its
customary hourly rates.  Paul Hastings will also be reimbursed for
actual and necessary expenses according to the firm's customary
reimbursement policies.

The firm's hourly rates are:

            Professional                  Hourly Rate
            ------------                  -----------
            Partner                       $400 - 740
            Counsel                        340 - 650
            Associate                      190 - 470
            Paraprofessional & staff       100 - 260

Paul Hastings' professionals expected to be most active in the
Debtors' Chapter 11 cases and their current hourly rates are:

     Professional                Practice Area   Hourly Rate
     ------------                -------------   -----------
     Partner
        John J. Gallagher          Employment       $545
        Robert S. Span             Litigation        535
        Jon A. Geier               Employment        520
        Kenneth M. Willner         Employment        510
        Scott M. Flicker           Litigation        475
     Counsel
        Katherine A. Traxler       Bankruptcy        520
        Margaret H. Spurlin        Employment        460
     Associate
        Hannah Breshin             Employment        315
        Brendan M. Branon          Employment        265

During the one-year period before the Debtors' bankruptcy filing,
Paul Hastings received from the Debtors $92,500 for services
rendered and expenses incurred in representing the Debtors.  In
addition, Paul Hasting received a $14,000 retainer for prepetition
services rendered to the Debtors.

According to Mr. Gallagher, Paul Hastings does not represent any
adverse interest to the Debtors, their creditors, and other
parties-in-interest.

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: Wants to Employ Sommer Barnard as Co-Counsel
----------------------------------------------------------
ATA Airlines and its debtor-affiliates seek the United States
Bankruptcy Court for the Southern District of Indiana's authority
to employ Sommer Barnard Attorneys, PC, as co-counsel to Baker &
Daniels.

Sommer Barnard will:

   (a) handle any contested matter or proceeding in which Baker &
       Daniels may have a potential conflict; and

   (b) provide additional legal assistance to the Debtors, as
       they may request.

The Debtors selected Sommer Barnard as Co-counsel because of the
firm's considerable experience in matters relevant to their
Chapter 11 cases.

Sommer Barnard will be compensated on an hourly fee basis at its
usual customary rates, plus reimbursement of all actual and
necessary expenses.  The Debtors inform the Court that they have
previously paid a $300,000 retainer to Sommer Bernard.  However, a
portion that Retainer, to be calculated precisely once the exact
details are known, was applied against invoices for prepetition
services rendered in several different matters.

Marlene Reich, Esq., a partner and director at Sommer Barnard,
assures the Court that the firm does not represent any interest
materially adverse to the Debtors' estate.  In addition, Sommer
Barnard has no present connection with the Debtors' estates, their
creditors or any other party-in-interest.

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)


BEXAR COUNTY: Moody's Affirms Ba1 Rating on Subordinate Bonds
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings on the $17 million
Bexar County Housing Finance Corporation's Multifamily Housing
Revenue Bonds (Dymaxion & Marbach Park Apartments Project), of
Baa1 rating on Senior Series 2000 A&B and Ba1 on the Subordinate
Series 2000C.  The outlook on the bonds remains negative.

Moody's has reviewed the financial information both on a calendar
year end basis as well as a rolling 12 month unaudited basis
ending on September 30, 2004.  At the end of the year in 2003,
financial performance had declined due to rising expenditure
demands causing a shortfall in net operating income and actual
debt service coverage dropped to 1.28 times for the senior and
1.14 times for the subordinate bonds.  While there has been a
slight improvement in debt service coverage based on a rolling
12 month unaudited basis as of September 30, 2004, with debt
service coverage of 1.36x and 1.21x on the subordinate bonds, the
properties continue to perform below the initial underwriting
projections in 2000 of 1.41 and 1.26.

The bonds are secured by the revenues from two cross
collateralized properties, Dymaxion Apartments and Marbach Park
Apartments.  Dymaxion is a 190-unit multifamily apartment complex
located in the northwest submarket. Marbach Park is a 304-unit
multi-family rental property located approximately 10 miles
north-west of the San Antonio central business district.  
Occupancy levels at Dymanxion and Marbach are 91% and 89%
respectively.

The rating outlook on the bonds is negative.  Moody's will
continue to monitor Dymaxion & Marbach's progress made by the
owner and management to improve financial performance of the
property compared with projected debt service coverage levels.


C.A.S. HANDLING: Case Summary & 49 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: C.A.S. Handling, Inc.
        1188 First Street, Building 140
        New Windsor, New York 12553

Bankruptcy Case No.: 04-37669

Type of Business:  The Company is a fixed base operator in the air
                   travel and commerce industry located at Stewart
                   International Airport in New York.
                   See http://www.cashandling.com/

Chapter 11 Petition Date:  November 18, 2004

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: William M. Joyce, Esq.
                  Law Office of William M. Joyce
                  1188 First Street, Building 140
                  New Windsor, New York 12553
                  Tel: (503) 730-7308
                  Fax: (503) 227-4245

Total Assets: $529,540

Total Debts:  $1,733,295

Debtor's 49 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Department of the Treasury-I                  $726,500
300 Commerce Drive
New Windsor, New York 12553

SWF Airport Acquisitions Inc.                 $251,710
1180 First Street
New Windsor, New York 12553

New York State Department of                   $37,074
Taxation & Finance
90 South Ridge Street
Rye Brook, New York 10573

Salandra & Serluca, CPAs                       $27,473
933 Mamaroneck Avenue
Mamaroneck, New York 10543

Mr. & Mrs. R.C. Boccadoro, Sr.                 $20,000

Rifton Aviation Services                       $15,390

CDS Capital, LLC                               $13,454

GSE Services                                   $11,550

41 North 73 West, Inc.                         $10,000

Conoco Phillips                                 $9,364

Hudson Valley Office Furniture                  $9,081

Fortbrand Services, Inc.                        $7,084

Central Hudson Gas & Electric                   $6,272

Sager Electric                                  $6,000

Forman Price Leasing Corporation                $5,674

AFLAC                                           $4,720

MVP Healthcare Inc.                             $3,069

Gift Horse Interiors                            $2,643

Nextel Communications                           $2,615

Crudele Communications                          $2,457

Auto Truck Concepts                             $2,300

AA Quality Appliance Repair                     $2,300

WSI Weather Services                            $2,241

Ingersoll-Rand Financial Service                $1,940

TLD America                                     $1,877

Coffee Systems                                  $1,766

Gammon Technical Products Inc.                  $1,591

Boston Aviation Services Inc.                   $1,400

Merrills Office Supply                          $1,399

Quill Office Supply                             $1,208

New York State Department of Agriculture        $1,140

Citi Capital Corporation                        $1,100

Mr. Transmission                                $1,035

Oxford Health Plans                               $992

Imageland                                         $898

Determan Brownie Inc.                             $771

Wholesale Collectors Association                  $698

N.A.S. Security Systems, Inc.                     $639

GHIHMO                                            $591

Interstate Waste Services, Inc.                   $578

Miller Environmental Group                        $500

Amthor Welding Service Inc.                       $462

Mid Hudson Chiropractic                           $234

A-1 Communications Systems Inc.                   $215

Champion Industries Inc.                          $139

R & L Carriers Inc.                               $135

Adams Fairacre Farms, Inc.                         $71

OMNI Medical Care                                  $70

CB/HV                                              $25


CATHOLIC CHURCH: Portland Tort Committee Proposes Own Protocol
--------------------------------------------------------------
To recall, the Official Committee of Tort Claimants in the
Archdiocese of Portland's case complained that the Portland
Archdiocese did not consult with the Committee concerning its
proposed claims resolution process.  For this reason, the
Portland Tort Committee presents its own proposed mediation
protocol to Judge Perris of the U.S. Bankruptcy Court for the
District of Oregon.

Albert N. Kennedy, Esq., at Tonkon Torp LLP, in Portland, Oregon,
explains that all tort claimants will be ordered to participate in
mediation.  Participation in mediation will not compromise the
Tort Claimants' rights to obtain a jury trial in the event that
mediation is unsuccessful or to seek punitive damages.

The mediation will proceed in groups of 20 claims.  To the extent
possible, cases will be submitted for mediation in groups with
common or similar facts.  The first group of claims to be mediated
should include claims arising from the sexual abuse perpetrated
by:

   -- Father Durand,
   -- Father Bacciellieri, and
   -- Father Laughlin.

Subsequent groups will be determined by the parties' agreement.  
Each mediation will be scheduled with two mediators for a period
of one week.

                     Pre-Mediation Discovery

A. Participants

All tort claimants, Portland and all co-defendants in prepetition
lawsuits will participate in the mediation.  To the extent that
there are postpetition lawsuits relating to the same facts and
circumstances with respect to which a proof of claim is filed, the
non-Debtor defendants will be requested to participate in the
mediation and pre-mediation discovery.  The Non-Debtor Defendants
will be requested to consent to the jurisdiction of the Bankruptcy
Court for the purpose of supervising and resolving issues relating
to pre-mediation discovery.  Insurers who have accepted liability
may actively participate in discovery.  Insurers who have denied
liability may observe and review documents produced pursuant to
the requests of others.

B. Discovery from Claimants

Portland and the co-defendants will be entitled to depositions and
documentary discovery from claimants.  The documentary discovery
will consist of medical, psychological, military, educational and
court records, or releases allowing Portland and the co-defendants
to obtain the documents.

C. Discovery from Portland and Co-defendants

Individual claimants will be entitled to discovery relating to
Portland's negligence and pattern and practice.  Depositions of
accused priests and their officials with knowledge of a particular
case or cases will be coordinated among all claimants so that each
deponent, to the extent possible, will be subject to only one
deposition, and depositions will be limited to one day for each
deponent.

                      Document Repositories

Three repositories for documents produced by Portland and the co-
defendants will be established.  There will be a repository at:

   * a law firm for insurers for the use of insurers;

   * Tonkon Torp LLP, for use by the Tort Claimants Committee and
     counsel for the Tort Claimants; and

   * a plaintiffs counsel's office in Portland for use by a
     claimant's counsel.

Each repository will make a photocopier available, with copy costs
to be paid by the party making or seeking the copies.  Any copy
machine lease fees will be payable by Portland.

Claimants will produce two copies of all documents and will
deliver one copy to Portland and one copy to the insurers'
repository.  Portland and co-defendants will produce three copies
of all documents and will deliver one copy to each of the three
repositories.

                         Bates Stamping

All documents produced by Portland, the co-defendants and
claimants will be numbered and will include identifiers.

                      Discovery Sequencing

Discovery will be coordinated between and among the parties.  The
Common Discovery and discovery relevant to the first mediation
batch will be given priority.

                            Mediation

A. Mediators

Two mediators will conduct each batch of mediations.  If the
parties are unable to agree to two mediators, the Court will
appoint two mediators for each batch from a list of three
mediators each to be submitted by the Tort Claimants and by
Portland.  The Tort Claimants propose these mediators:

   -- the Honorable William J. Keys,
   -- the Honorable Sid Brockley, and
   -- the Honorable Alan C. Bonebrake.

B. Mediation Protocol

Each side will prepare a mediation memorandum for each claimant
that is no more than two double spaced pages and includes a
photograph of the claimant.  Additionally, each side may, if it
wishes, prepare a memorandum summarizing the history of each
priest accused of abuse, including information concerning
Portland's negligence or pattern and practice.

Mediators will be paid equally by all participating parties based
on the time spent per claimant, or per group of claimants for
those cases sharing common defendants.  Counsel for insurers may
observe only if agreed to by the claimant unless the insurer has
accepted liability for the claimant's claim.

The first group of mediations will be scheduled for one week in
late January or early February 2005.  After that, a group of
mediations will be scheduled for one week each at six-week
intervals.

                    Post-Mediation Procedures

At the conclusion of mediation, each party may decide whether to
participate in further alternative dispute resolution for any
resolved cases or claims, subject to the agreement of other
necessary parties.

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)


CLECO EVANGELINE: Moody's Raises Senior Secured Debt Rating to B1
-----------------------------------------------------------------
Moody's Investors Service upgraded the senior secured debt of
Cleco Evangeline, LLC, to B1 from B3.  The rating action concludes
the review for possible upgrade that was initiated on
September 14, 2004.  The rating outlook is stable.

The rating action considers the November 8th rating upgrade of The
Williams Companies, Inc., senior unsecured debt to B1 from B3
reflecting the company's strengthened liquidity and credit
quality.  Williams guarantees the payments of its subsidiary,
Williams Energy and Trading Company -- ETC, under a long-term
tolling agreement between ETC and Evangeline that expires in 2020.
This tolling agreement is the principal source of cash flow for
the Evangeline project.

The power project, which is located in the overbuilt southeastern
U.S., has been dispatched less often than had been originally
anticipated.  However, the project continues to receive regular
capacity payments, which represent the core component of cash flow
for debt service, and are based upon the plant's average and peak
availability target levels.  Given the historical operating
performance of the plant, Moody's anticipates that Evangeline will
be able to continue to achieve required availability levels and
receive associated capacity payments.  Moody's notes that while
the overbuilt market has impacted the capacity levels and
associated operating margins, Evangeline's ability to cover
required debt service obligations has remained robust due to the
receipt of contracted capacity payments.  To that end,
Evangeline's funds from operation to total debt for 2003 and for
the twelve months period ending September 30, 2004, was strong
approximating 30%.

The rating outlook is stable reflecting, in large part, the stable
rating outlook for Williams, the guarantor of the tolling
payments.  As the Evangeline rating is effectively capped by
Williams' rating, the Evangeline rating could be upgraded with an
improvement in Williams' senior unsecured debt rating.  The
Evangeline rating could be downgraded should the Evangeline plant
experience substantial operating problems, impacting availability
factors for the plant, or if the credit quality of Williams were
to deteriorate.

Located in St. Landry, Evangeline Parish, Louisiana, Evangeline is
a 784 mw natural gas fired generating station.  Evangeline is
owned 100% by Cleco Corporation (Baa3 senior unsecured; negative
outlook), an electric utility and energy company headquartered in
Pineville, Louisiana.


COAST ENERGY MANAGEMENT: List of 20 Largest Unsecured Creditors
---------------------------------------------------------------
Coast Energy Management, Inc., released a list of its 20 Largest
Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
Daniel Bach                   Loans                   $1,591,319
3216 E. Piro
Phoenix, AZ 85044

14001 Oak Meadows Limited                             $1,028,794
Partnership
c/o Michael McLin, Esq.
1250 N.E. Loop 410 Suite 725
San Antonio, TX 78209

Energy Smart of Asia, Ltd.                              $500,000
c/o Michael J. Platt, Esq.
2901 N. Central Ave. Suite 200
Phoenix, AZ 85012

Wayne Road, Inc.                                        $253,000
C/O Roger K. Gilbert
3550 N. Central, Suite 1500
Phoenix, AZ 85012-2113

EEOC                                                    $225,000

Consolidated Preventive                                 $200,000
Maintenance, Inc.

Greg & Beverly Stewart        Buyback                   $136,000

Cheifetz Iannitelli,          Legal Services             $96,000
Marcolini, P.C.

Hua Ning Int'l Tech &         Product                    $87,500
Trading

Lewis & Roca, LLP             Legal Services             $70,000

SK Trading, Inc.                                         $60,000

Wells Fargo                   Corporate credit cards     $57,000

Professional Consulting LLC   Consulting Services        $56,000

Tec de Ahoro Energe           Distributor Buy Back       $46,792

Bnaider United Group                                     $45,000

IRS Special Procedures                                   $41,888

Larry Holmquist et. ux.                                  $29,000

Tiffany & Bosco               Legal Services             $28,254

Penton Media                                             $27,300

Lee Eslick                    Professional Services      $20,754

Headquartered in Chandler, Arizona, Coast Energy Management, Inc.,
designs, manufactures, markets and distributes energy saving
products.  The Debtor filed for chapter 11 protection (Bankr. D.
Ariz. Case No. 04-19447) on November 5, 2004.  Allen D. Butler,
Esq., in Tempe, Arizona, represents the Company in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed assets and debts of more than $1 million.


COINMACH SERVICE: Moody's Junks Planned $295 Million Loans
----------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Coinmach
Service Corp.'s proposed offering of $275 million of Income
Depository Securities -- IDSs -- and $20 million of guaranteed
senior secured notes, which are part of a recapitalization and
initial public offering of the company.  Moody's also lowered the
ratings on Coinmach Corp.'s bank credit facility to B2 from B1 and
9% guaranteed global notes to B3 from B2.  The outlook is stable.
Moody's also took these rating actions;

Ratings assigned:

   * Coinmach Service Corp.

     -- Senior implied rated B2

     -- Senior unsecured issuer rating rated Caa2

     -- $123.7 million, guaranteed senior secured notes, due 2024
        rated Caa1

     -- $20.0 million, guaranteed senior secured notes, due 2024
        rated Caa1

Ratings downgraded:

   * Coinmach Corp.

     -- $450 million, 9% guaranteed global notes, due
        February 1, 2010, lowered to B3 from B2

     -- $250 million guaranteed senior secured term loan B, due
        July 25, 2009, lowered to B2 from B1

     -- $30 million guaranteed senior secured term loan A, due
        January 25, 2008, lowered to B2 from B1

     -- $75 million guaranteed senior secured revolving credit
        facility, due January 25, 2008, lowered to B2 from B1

Ratings withdrawn:

   * Coinmach Corp.

     -- Senior implied rated B1

     -- Senior unsecured issuer rating rated B2

The ratings actions reflect Moody's view that the proposed IDS
security and the dividend on the class B common stock (class B
shares) increases the overall credit risk profile of the company
due to the sizeable amount of cash flow required to service the
securities, both dividends and interest, which will result in
reduced liquidity and a further weakening of the company's balance
sheet.  In addition, operating performance over the last three
years has been relatively flat to declining due in large part to
increased vacancy rates.  However, the ratings also reflect the
company's relatively steady cash flow generation as a result of a
stable installed equipment base, geographic diversity, long-term
contracts, and high customer retention in a business that is
somewhat removed from the general economic cycle.

Each IDS unit consists of one share of class A common stock (class
A shares) and a senior secured note.  Proceeds from the offering
will be used to repay approximately $93 million of preferred A
shares held by outside owners and about $17 million of preferred B
shares held by inside owners and management.  In addition,
$130 million of 9% guaranteed global notes and $15.5 million of
bank debt at Coinmach Corp. will be repaid.  The proceeds from any
over allotment, which could amount to approximately $39 million,
would be used to repurchase additional class B preferred shares.

Coinmach Service Corp. is a holding company with no assets or
operations of its own, while Coinmach Corp. houses the core
laundry route business with the majority of the assets and
operations.  In addition to issuing IDS units, Coinmach Service
Corp. will issue class B shares to existing investors and
management in exchange for their current equity ownership.  The
class B shares will have two votes per share versus one vote for
class A shares and for the period prior to March 31, 2007, the
class B shares cash dividend will be subordinated to the cash
dividend rights of class A shares and limited to $10 million per
year.  For the periods ending March 31, 2008 and 2009, the class B
shares will not be subordinated to class A shares to receive cash
dividends if the company achieves certain EBITDA levels and
leverage ratios (subordination termination conditions), as defined
and tested for each period.  In addition, for each period after
March 31, 2007, dividends on the class B shares will be limited to
$10 million per year unless the subordination termination
conditions are met, in which case the class B shares will be
entitled to receive a cash dividend that is 105% of the class A
shares.  After March 31, 2010, the class B shares will no longer
be subordinated to the rights of class A shares to receive cash
dividends.

Although the transaction will result in a reduction in third party
debt at Coinmach Corp., total consolidated debt at Coinmach
Service Corp. will remain relatively flat, while consolidated cash
needs will increase considerably.  Moody's primary concern is the
cash required to fund the dividend and higher interest costs
associated with the common equity and debt portions of the IDSs as
well as dividends on the class B shares.  Even though any dividend
paid on either class A shares or class B shares will be at the
sole discretion of the company's board of directors, Moody's
believes the dividend on the class A shares will be maintained in
full while the cash dividend on the class B shares will only be
limited by the amount of excess cash flow and covenants.

In order to meet the increased cash flow required to service these
securities, the company will have to improve operating performance
from recent levels, reduce capital requirements, or both.  Going
forward, management expects capex to average approximately
$70 million, which is significantly less than the average over the
past five years of approximately $85 million (including advanced
payments).  Moody's believes any decline in vacancy rates (which
may boost cash generation) over the near term remains uncertain,
while a reduction in capital spending could result in a decline in
revenues and cash flows over time.  In addition, the ratings do
not anticipate deterioration in earnings power or asset quality of
the company's core operations due to the change in management
strategy.

As of September 30, 2004, leverage on a debt to LTM EBITDA basis
was about 4.6x and coverage on an LTM EBITDA to interest basis was
about 2.5x, although after incorporating capex, leverage increases
to 8.7x and coverage declined to about 1.44x.  In regards to
liquidity, balance sheet cash was approximately $37.6 million
while modest room under bank covenants limits the company's access
to revolver availability.  The company's balance sheet also
remains weak with intangibles representing about 63% (including
contract rights and advanced payments) of total assets as of
September 30, 2004.  In addition, although net fixed assets have a
book value of about $276 million, Moody's believes that under a
stress scenario the realizable value would be below book.

The company also faces competitive pressures and relatively high
capital costs, including advanced payments.  Although the company
estimates it is the largest player in this space it still competes
with other sizeable companies, as well as smaller regional
players, and local operators in an industry that remains highly
fragmented.  The company also purchases a significant number of
machines annually for replacement, which should continue over the
intermediate term.

The ratings are supported by relatively steady cash flow
generation as a result of a stable installed equipment base,
geographic diversity, long-term contracts, and high customer
retention in a business that is relatively detached from the
general economic cycle.  As a result, revenues and EBITDA are
fairly predictable and relatively stable, even in difficult
economic environments.  Although high vacancy rates have
negatively impacted operating performance over the last several
years the company's geographic diversity and low customer
concentration have helped to mitigate to a certain extent the
impact of high vacancy rates in most regions with the exception of
the lower mid west, predominantly Texas.  Moreover, the contracts
generally give the company considerable latitude to terminate or
revise unacceptable contracts, and in many cases the company has
the right to redeploy equipment to more promising locations.

As part of the IDS transaction, management will also be amending
its existing credit facility to delay the near term step-down in
covenants by approximately one year.  This amendment combined with
the inclusion of only the inter-company note ($86.2 million) in
covenant calculations, and not all debt at Coinmach Service Corp.
($191 million), should help improve liquidity near term. However,
liquidity could become a concern once covenants step-down in the
first quarter of 2006.

Going forward management will be looking for internal growth to
maintain a stable customer base by adding new customers in
existing regions and improving the net contribution per machine
through operating efficiencies and selective price increases.  
Historically, acquisitions have been the primary driver for
growth, although recent acquisition prices have been relatively
high.  However, if acquisition do occur, Moody's believes they
will be small tuck-ins.

The stable outlook reflects Moody's view that operating
performance will improve over time, that management will prudently
manage its dividend policy, and liquidity will increase over the
near term.  Factors that could negatively impact the ratings and
outlook would be increasing vacancy rates or deterioration in the
earnings power of the core route business resulting in weakened
credit metrics as well as a decline in liquidity due to poor
operating performance or covenant constraints under its revised
bank credit facility.  However, a sustained improvement in credit
metrics and liquidity over an extended period could positively
impact the ratings and/or outlook.

The proposed B2 rating on Coinmach Corp.'s secured credit facility
reflects Moody's view that the risk to a secured lender is not
materially different from that of the senior implied rating due to
the value of the collateral securing the bank facility.  The B3
rating on the 9% guaranteed global notes at Coinmach Corp.
reflects their contractual subordination to secured lenders at
Coinmach Corp., while the Caa1 rating on the IDS debt securities
at Coinmach Service Corp. incorporates the effective subordination
of these notes to secured lenders and structural subordination to
a portion of unsecured lenders at Coinmach Corp.  Although the IDS
debt securities derive partial guarantees from an inter-company
note between Coinmach Service Corp. and Coinmach Corp., that
effectively places 60% of the debt at Coinmach Service Corp. pari
passu with the 9% guaranteed global notes of Coinmach Corp., there
will be approximately 40% that remains structurally subordinated.

Coinmach Service Corp., through its wholly owned subsidiaries, is
a provider of outsourced laundry services for multi-family housing
properties in North America.


COLUMBIA SERVICES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Columbia Services Group, Inc.
        3875 Fair Ridge Drive, Suite North 400
        Fairfax, Virginia 22033

Bankruptcy Case No.: 04-14780

Type of Business: The Debtor provides information technology
                  services and solutions.
                  See http://www.columbiaservices.com/

Chapter 11 Petition Date: November 18, 2004

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Thomas P. Gorman, Esq.
                  Tyler, Bartl, Gorman & Ramsdell, PLC
                  700 South Washington Street, Suite 216
                  Alexandria, VA 22314
                  Tel: 703-549-5010
                  Fax: 703-549-5011

Estimated Assets: $0 to $10,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
The Citadel Group                          $345,398
5111 Pegasus Court, Suite C
Frederick, MD 21704

Internal Revenue Service                   $322,880
One Skyline Place
5205 Leesburg Pike
Falls Church, VA 22041

Oldaker Biden and Belair, LLP               $84,484
818 Connecticut Ave., #1100
Washington, DC 20006

Pitney-Bowes Credit Corp. (PBCC)            $65,550

Crowell & Moring LLP                        $58,003

Beco-Fifty West LLC                         $30,104

Virginia Dept. of Taxation                  $30,144

Tokai Financial Services                    $22,892

Great West Life Ins. Co.                    $18,804

BWXTY-12, Attn: Diane James                 $14,579

General Motors Acceptance                   $13,471

New Mexico State, Taxation &                $10,106
Revenue Dept.

Clerk & Master Office                        $8,828

Comptroller of Maryland                      $5,151

Dell Financial Services                      $6,569

Dell Financial Services                      $6,561

American Arbitration Association             $6,331

Manifest Funding Services                    $5,265

Unum Life Insurance Co.                      $4,604

Imagistics International, Inc.               $4,423


CONTINENTAL AIRLINES: Plans to Cut $500 Million in Annual Costs
---------------------------------------------------------------
Continental Airlines (NYSE: CAL) needs an annual $500 million
reduction in payroll and benefits costs.  This reduction is
necessary because the company has lost hundreds of millions of
dollars since 2001, and expects to lose hundreds of millions of
dollars more in 2004.  Continental must adjust its costs to a
level that will let it survive and grow; otherwise, it will have
no prospect of returning to profitability under prevailing market
conditions.

Continental plans to implement the reductions on Feb. 28, 2005.  
These reductions are in addition to $1.1 billion in annual cost
savings and revenue enhancements, which the company has previously
announced.

Until now, Continental has avoided seeking company-wide pay
reductions and it is the last of the six major U.S. hub-and-spoke
carriers to do so since the terrorist attacks in Sept. 2001.

Continental will meet with each work group to discuss a package of
changes that are appropriate for each particular group.  The
savings will come from a combination of productivity enhancements,
benefits changes and wage reductions, with approximately half the
savings expected to come from productivity and benefits changes.  
Wage rate reductions will be on a progressive scale, with lower-
paid employees being asked for a lesser amount, so that all
employees are treated fairly.

Continental employees' contributions will represent an investment
in their future, as their participation helps assure their long-
term careers at Continental.  The company will offer eligible
employees enhanced profit sharing programs that will allow them to
share more significantly in the company's future success.  Also,
Continental will continue its on-time performance, perfect
attendance and other incentive programs that provide a positive
financial benefit to both employees and the company.

"This is a difficult and painful decision, but we need to take
this action now, before we find ourselves in a severe crisis,"
said Chairman and Chief Executive Officer Gordon Bethune.  "While
a competitive financial analysis would support our asking for
substantially larger reductions, $500 million is the absolute
minimum we need to be a survivor.  As always, we will work
together to identify solutions that treat each employee fairly as
we achieve the necessary savings."

                     Executives Lead Wage Cut

To take the appropriate lead in these cost reductions, President
and Chief Operating Officer Larry Kellner, who becomes chairman
and CEO at the end of this year, has agreed, effective Feb. 28,
2005, to reduce both his base salary and his annual and long-term
performance compensation by 25 percent.  Also effective on that
date, Executive Vice President Jeff Smisek, Continental's
president-elect, has agreed to reduce both his base salary and his
annual and long-term performance compensation by 20 percent.  Both
Mr. Kellner and Mr. Smisek will also decline to accept their
annual bonus if earned for 2004.

Additionally, the company's three other most senior executives:

   -- Jim Compton, executive vice president-marketing;

   -- Jeff Misner, executive vice president and chief financial
      officer; and

   -- Mark Moran, executive vice president-operations,

have agreed to reduce both their base salary and their annual and
long-term performance compensation by 20 percent, effective
Feb. 28, 2005.

Continental Airlines -- http://continental.com/-- serves 128  
domestic and 111 international destinations -- more than any other
airline in the world -- and nearly 200 additional points are
served via codeshare partner airlines.  With 42,000 mainline
employees, the airline has hubs serving New York, Houston,
Cleveland and Guam, and carries approximately 51 million
passengers per year.  FORTUNE ranks Continental one of the 100
Best Companies to Work For in America, an honor it has earned for
six consecutive years.  FORTUNE also ranks Continental as the top
airline in its Most Admired Global Companies in 2004.

                          *     *     *

As reported in the Troubled Company Reporter on May 21, 2004,
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B' corporate credit rating, on Continental Airlines Inc., but
revised the long-term rating outlook to negative from stable.

"The outlook revision follows the company's disclosure that high
fuel prices are expected to produce a loss in the second quarter
and, if they continue at current levels, 'a significant loss for
2004 and beyond'," said Standard & Poor's credit analyst Philip
Baggaley. "Continental is attempting to raise fares, but if other
airlines do not follow suit, then Continental may need to seek
concessions from its employees, a step that it has thus far tried
to avoid," the credit analyst continued.  The company projects
that it will nevertheless finish the second quarter with $1.5
billion to $1.6 billion of unrestricted cash, in line with
previous guidance, but continued high fuel prices and a
competitive domestic pricing environment will likely cause cash
balances to decline thereafter.


COEUR D'ALENE: Selling 25 Million Common Shares at $4.50 Each
-------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE) prices its public
offering of 25,000,000 shares of common stock.  Under an
underwriting agreement between Coeur and the underwriters entered
into on Nov. 18, 2004, Coeur will sell the shares to the public at
$4.50 per share.  Coeur expects to receive net proceeds, after
payment of the underwriters' discount, of approximately $106.9
million prior to any exercise of the over allotment option.  Coeur
has granted the underwriters a 30-day option to purchase up to an
additional 2,500,000 shares of common stock at the public offering
price to cover over allotments, if any.

CIBC World Markets and JP Morgan are acting as joint book-running
managers for the common stock offering, with Bear Stearns & Co.,
Inc., and Harris Nesbitt acting as co-managers.  A copy of the
prospectus related to the offering can be obtained from:

            CIBC World Markets Corp.
            417 Fifth Avenue
            New York, NY 10016
            Fax: 212-667-6136
            e-mail: useprospectus@us.cibc.com

               -- or --

            J.P. Morgan Securities Inc.
            Prospectus Department
            One Chase Manhattan Plaza
            Floor 5B
            New York, NY 10081
            Tel: 212-552-5164

                        About the Company

Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer of
gold.  The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2004,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and senior unsecured debt ratings on Coeur D'Alene Mines
Corporation and removed the ratings from CreditWatch, where they
were placed on June 1, 2004, with positive implications.

The outlook is stable.  Coeur D'Alene, an Idaho-based silver and
gold mining company, currently has about $180 million in debt.

"The affirmation follows the company's announcement that it was
unsuccessful in its proposed hostile takeover of Vancouver-based
Wheaton River Minerals Ltd.," said Standard & Poor's credit
analyst Paul Vastola.


CREST 2004-1: Fitch Assigns Low-B Ratings on Five Note Classes
--------------------------------------------------------------
Fitch Ratings assigned these ratings to CREST 2004-1, Ltd. and
CREST 2004-1, Corp.:

     -- $184,255,000 class A senior secured floating-rate term
        notes due 2020 'AAA';

     -- $44,000,000 class B-1 second priority floating-rate term
        notes due 2040 'AA';

     -- $8,491,250 class B-2 second priority fixed-rate term
        notes due 2040 'AA';

     -- $2,710,000 class C-1 third priority floating-rate term
        notes due 2040 'A+';

     -- $23,000,000 class C-2 third priority fixed-rate term
        notes due 2040 'A+';

     -- $17,140,000 class D fourth priority fixed-rate term
        notes due 2040 'A';

     -- $13,000,000 class E-1 fifth priority floating-rate term
        notes due 2040 'BBB+';


     -- $12,710,000 class E-2 fifth priority fixed-rate term      
        notes due 2040 'BBB+';

     -- $6,427,500 class F sixth priority floating-rate term
        notes due 2040 'BBB';

     -- $2,000,000 class G-1 seventh priority floating-rate term
        notes due 2040 'BB+';

     -- $9,783,750 class G-2 seventh priority fixed-rate term
        notes due 2040 'BB+';

     -- $7,520,000 class H-1 eighth priority floating-rate term
        notes due 2040 'BB';

     -- $1,050,000 class H-2 eighth priority fixed-rate term
        notes due 2040 'BB';

     -- $96,412,500 preferred shares due 2040 'B'.

The ratings of the class A notes 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 date.  

The ratings of the class C, class D, class E, class F, class G and
class H notes address 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 date.

The rating of the preference shares addresses the likelihood that
investors will receive the ultimate return of the aggregate
outstanding amount of principal only by the stated maturity date.

The ratings are based upon the credit quality of the underlying
assets, 100% of which will be purchased by the transaction's
close, and the credit enhancement provided to the capital
structure through subordination and excess spread.

Proceeds from the issuance will be invested in a static portfolio
of commercial mortgage-backed securities -- CMBS, other commercial
real estate securities (including a participating interest in a
junior A-note and a senior certificate issued by a real estate
mortgage investment conduit -- REMIC), collateralized debt
obligations -- CDOs, and real estate investment trusts -- REITs.  

The collateral supporting the structure will have a Fitch weighted
average rating factor -- WARF -- of 13.88 ('BB+/BB').  Structured
Credit Partners, LLC -- SCP -- will serve as collateral
administrator and A.C. Corporation (Allied Capital) will serve as
disposition consultant.  SCP may sell defaulted and credit risk
securities at any time.

CREST 2004-1, Ltd., is a Cayman Islands exempted company.  CREST
2004-1, Corp. is a Delaware corporation.


DURIS PROPERTIES: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Duris Properties, LLC
             PO Box 491
             Mandeville, Louisiana 70470

Bankruptcy Case No.: 04-18657

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      AKMD Properties, LLC                       04-18659
      Peter Adam Duris                           04-18655

Chapter 11 Petition Date: November 16, 2004

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Phillip K. Wallace, Esq.
                  Phillip K. Wallace, PLC
                  2027 Jefferson Street
                  Mandeville, Louisiana 70448
                  Tel: (985) 624-2824
                  Fax: (985) 624-2823

                         Total Assets       Total Debts
                         ------------       -----------
Duris Properties, LLC      $1,831,194        $1,360,497
AKMD Properties, LLC         $810,475          $394,604
Peter Adam Duris        $1 M to $10 M     $1 M to $10 M

A.  Duris Properties, LLC's 3 Largest Unsecured Creditors:

    Entity                        Nature of Claim   Claim Amount
    ------                        ---------------   ------------
Hammond Healthcare Properties     Mortgage/Lawsuit       Unknown
c/o Rodney C. Cashe
P.O. Drawer 1509
Hammond, Louisiana 70404

Jamestown, Inc.                   Mortgage/Lawsuit       Unknown
c/o Rodney C. Cashe
P.O. Drawer 1509
Hammond, Louisiana 70404

Robert A. Maurin                  Mortgage/Lawsuit       Unknown
c/o Rodney C. Cashe
P.O. Drawer 1509
Hammond, Louisiana 70404


B.  AKMD Properties, LLC's 3 Largest Unsecured Creditors:

    Entity                        Nature of Claim   Claim Amount
    ------                        ---------------   ------------
Hammond Healthcare Properties     Mortgage/Lawsuit       Unknown
c/o Rodney C. Cashe
P.O. Drawer 1509
Hammond, Louisiana 70404

Jamestown, Inc.                   Mortgage/Lawsuit       Unknown
c/o Rodney C. Cashe
P.O. Drawer 1509
Hammond, Louisiana 70404

Robert A. Maurin                  Mortgage/Lawsuit       Unknown
c/o Rodney C. Cashe
P.O. Drawer 1509
Hammond, Louisiana 70404


C.  Peter Adam Duris' 7 Largest Unsecured Creditors:

    Entity                        Nature of Claim   Claim Amount
    ------                        ---------------   ------------
Ford Motor Credit                 2003 Ford F250         $25,276
PO Box 11407                      Pickup
Birmingham, Alabama               Value of Security:
                                  $20,000

Discover                          Credit card             $9,497
PO Box 30395                      purchases
Salt Lake City, Utah 84130-0395

A T & T Universal Card            Credit card             $4,561
PO Box 6416                       purchases
The Lakes, Nevada 88901

The Home Depot                    Credit card             $2,716
Processing Center                 purchases
Des Moines, Iowa 50364

Hammond Healthcare Properties     Mortgage/Lawsuit       Unknown
c/o Rodney C. Cashe
P.O. Drawer 1509
Hammond, Louisiana 70404

Jamestown, Inc.                   Mortgage/Lawsuit       Unknown
c/o Rodney C. Cashe
P.O. Drawer 1509
Hammond, Louisiana 70404

Robert A. Maurin                  Mortgage/Lawsuit       Unknown
c/o Rodney C. Cashe
P.O. Drawer 1509
Hammond, Louisiana 70404


DYNEGY INC: Constellation Energy Inks 4-Yr. Power Purchase Pact
---------------------------------------------------------------
Constellation Energy's (NYSE: CEG) wholesale origination and risk
management arm, Constellation Energy Commodities Group, Inc., has
signed a 570-megawatt, four-year power purchase agreement with
Dynegy Power Marketing, Inc., a subsidiary of Dynegy, Inc. (NYSE:
DYN).

Under the terms of the agreement, Constellation Energy will
receive from Dynegy $117.5 million in cash and effectively assume
Dynegy's rights, benefits and obligations under a 570-megawatt
power purchase agreement with LSP-Kendall Energy, LLC, for a
period of four years, commencing Dec. 1, 2004.

The power purchase agreement covers power generated by two
combined cycle units at the Kendall Plant, located just south of
Chicago.  In exchange for the cash payment and benefits including
energy, capacity and ancillary product revenue, Constellation
Energy will pay Dynegy an amount equal to the payment obligations
under the Kendall power purchase agreement for the relevant four-
year term.  Dynegy has retained the rights, benefits, and
obligations under the power purchase agreement as of Dec. 2008
running through the remainder of the term.

"The physical characteristics of the Kendall plant are
particularly good, and the energy products we expect to receive
will add an attractively priced new generation resource to our
competitive supply portfolio," said Thomas V. Brooks, president of
Constellation Energy Commodities Group.  "This is beneficial
because our competitive supply business continues to grow.  Thus
far during the fall 2004 utility procurement cycle, we have won
about 25-30 percent of the total megawatts awarded, and all of
this year's awards have added more to next year's results than we
were able to add to 2004 through all of 2003.  We're enthusiastic
about the opportunity to grow by helping customers such as Dynegy
to restructure contractual obligations in a way that results in
new power supply positions that fit well into our competitive
supply portfolio."

                   About Constellation Energy

Constellation Energy, a Fortune 500 company based in Baltimore, is
the nation's leading competitive supplier of electricity to large
commercial and industrial customers and one of the nation's
largest wholesale power sellers.  Constellation Energy also
manages fuels and energy services on behalf of energy intensive
industries and utilities.  It owns or co-owns 107 generating units
at 35 locations in 11 states.  The company delivers electricity
and natural gas through the Baltimore Gas and Electric Company
(BGE), its regulated utility in Central Maryland.  In 2003, the
combined revenues of the integrated energy company totaled $9.7
billion.

                        About Dynegy, Inc.

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

                          *     *     *

Dynegy Holdings, Inc., carries Moody's Investors Service's Caa2
senior unsecured rating.


EL PASO CORP: Declares $0.04 Per Share in Quarterly Dividend
------------------------------------------------------------
The Board of Directors of El Paso Corporation (NYSE: EP) declared
a quarterly dividend of $0.04 per share on the company's
outstanding common stock.  The dividend will be payable Jan. 3,
2005, to shareholders of record as of the close of business on
Dec. 3, 2004.  Outstanding shares of common stock entitled to
receive dividends as of Oct. 31, 2004, were 644,924,433.

                        About the Company

El Paso Corporation provides natural gas and related energy
products in a safe, efficient, dependable manner. The company owns
North America's largest natural gas pipeline system and one of
North America's largest independent natural gas producers.  For
more information, visit http://www.elpaso.com/

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2004,
Moody's Investors Service confirmed El Paso Production Holding's
senior unsecured note and senior implied B3 ratings and moved the
rating outlook to stable.  Given El Paso Production's weak
production trend and natural gas price volatility, the outlook and
the ratings will be closely monitored.  El Paso Corporation wholly
owns El Paso Production.

The action completes a review for downgrade commenced February 18,
2004, coinciding with a simultaneous review for downgrade of the
consolidated EP group.  The EP review has also been completed,
confirming its B3 senior implied and Caa1 senior unsecured note
ratings, each with a stable outlook.  EP's ratings and outlook
will also be closely monitored.

Moody's expects El Paso Production and El Paso Corp.'s
consolidated oil and gas production to continue falling through
mid-2005 (absent acquisitions), and notes that leverage on proven
developed reserves has risen this year.  However, several factors
argue in favor of ratings confirmation.  Those factors involve:

     (1) New executive management of El Paso Production and the
         consolidated EP exploration and production business has
         rationed and high graded capital spending to a far
         greater degree than prior management;

     (2) The partly mitigating impact of high (though volatile)
         natural gas prices;

     (3) The fact that resulting pre-capital spending cash flow
         seems able to internally cover El Paso Production's
         capital spending for 2004 and possibly 2005; and

     (4) The fact that the recently increased drilling program may
         begin to slow the sequential quarter pace of production
         decline.


EL PASO HOUSING: Moody's Affirms Ba3 Rating on Junior Sub. Bonds
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings on the $10 million
County of El Paso, Housing Finance Corporation's Multi family
Housing Revenue Bonds (American Village Communities Project) of:

   * A3 rating on Senior Series 2000 A&B;
   * Baa3 rating on the Subordinate Series 2000C; and
   * Ba3 rating to the Junior Subordinate Series 2000 D.

The outlook is stable.

The rating affirmations are based on the properties strong
performance, which continues to exceeded Moody's underwritten
levels.  This is demonstrated by debt service coverage in fiscal
2003 of 1.70x and 1.47x and 1.24x on the senior, subordinate and
junior subordinate bonds.  Debt service coverage continues to be
strong in 2004 as of the August unaudited financial statements,
with annualized senior debt service coverage of 1.63x and 1.40x
and 1.19x on the subordinate bonds and junior subordinate bonds.  
Moody's proforma underwriting assumed a coverage level of 1.45x on
the senior bonds and 1.25x on the subordinate bonds and 1.05x on
the junior subordinate bonds.

The bonds are secured by the rental revenues from Wallington Plaza
Apartments complex, a 239-unit rental complex located in Northwest
El Paso, Texas and the Timberwolf Apartments, a 254-unit complex
located in East Central El Paso, one of the city's six
representative districts.  Moody's believes that the solid
experience of both the owner and manager in operating affordable
properties is an important credit strength.  The project owner is
El Paso-American Housing Foundation, an affiliate of American
Village Communities, and the property manager is the Mayan
Management Group, LLC, who have extensive experience in and
commitment to producing and maintaining affordable housing.

The current outlook is stable for the bonds are stable.  This
reflects Moody's expectation that the bonds will continue to
provide sufficient pledged revenue to bondholders, given the
properties demonstrated ability to maintain strong debt service
coverage.


EMCOR GROUP: Moody's Revises Outlook on Low-B Ratings to Stable
---------------------------------------------------------------
Moody's Investors Services affirmed the ratings of EMCOR Group,
Inc., however, the rating outlook has been changed from positive
to stable due to the continued weak operating results registered
over the last several quarters.

These ratings were affirmed:

   * Senior implied, rated Ba1;

   * Senior unsecured issuer, rated Ba2;

   * $61 million Shelf registration, rated (P) Ba1 senior and (P)
     Ba3 subordinated.

The change in outlook from positive to stable reflects the
carryover of the company's lackluster financial performance in
2003 into 2004.  Although the company's recent third quarter
performance showed year-over-year improvement, Moody's does not
expect that there will be any dramatic changes in the company's
financial performance over the next twelve months or so.  For the
nine months ending September 30, 2004, EMCOR's operating margin
declined despite higher revenues as the company's cost structure
continues to be negatively impacted by higher than estimated labor
costs, reduced availability of higher margin small projects and
maintenance work, and intense competition in bidding on all
projects.  Nevertheless, EMCOR's contract backlog remains strong
at $3.0 billion vs. the $3.1 billion backlog at Sept. 30, 2003,
reflecting to some degree the company's efforts to reduce the
backlog of public sector construction projects while focusing more
on higher-margin, private sector work.

The ratings continue to benefit from the company's relatively
strong balance sheet that at September 30, 2004, showed funded
debt of $128 million, cash of $101 million and a debt to
capitalization ratio of 19% which reflects the decline in funded
debt from the peak levels sustained at the end of FY 2002 as the
result of financing two acquisitions that year.  The ratings also
benefit from the company's revenue diversification that is
comprised of 50% new construction and 50% retrofit of existing
space and facilities services.  The ratings are further supported
by the company's continued access to a $350 million senior secured
bank revolving credit facility (not rated by Moody's) that had
$173 million in availability at September 30, 2004, for liquidity
purposes and the surety bond market whose continued access and
availability is essential to the company's construction operations
and its ability to bid on certain new contracts.  Surety bonds as
of September 30, 2004, totaled $1.7 billion.

The company's ratings are constrained by its low operating
margins, which are characteristic of its industry, its
considerable dependence on fixed price contracts, and the
lingering effects of the economic downturn and the slow recovery
of private sector spending in its targeted markets.

The ratings and outlook could decline if the company's operating
margin was to turn negative, the company's contract backlog were
to significantly declined, the company's access to surety market
were to become constrained, or if the adjusted total debt to
EBITDAR ratio (includes capitalized rents at 8 times) were to
reach the 6 times level vs. the estimated 5.2 times level at
September 30, 2004.  The ratings and or outlook could improve if
margins and cash flow generation were to rebound on a sustainable
basis and reach the levels achieved at fiscal year end 2002.

Headquartered in Norwalk, CT, EMCOR Group, Inc., is a worldwide
leader in mechanical and electrical construction services and
facilities services.  Revenues for the last twelve months ending
September 30, 2004, totaled around $4.7 billion.


ENDURANCE SPECIALTY: Declares $0.21 Per Share Quarterly Dividend
----------------------------------------------------------------
Endurance Specialty Holdings Ltd.'s (NYSE:ENH) Board of Directors
declared a quarterly dividend of $0.21 per share payable on its
ordinary shares.  The dividend will be payable on Dec. 31, 2004,
to the shareholders of record on Dec. 17, 2004.

                        About the Company

Endurance Specialty Holdings Ltd. -- http://www.endurance.bm/--  
is a global provider of property and casualty insurance and
reinsurance.  Through its operating subsidiaries, Endurance
currently writes property per risk treaty reinsurance, property
catastrophe reinsurance, casualty treaty reinsurance, property
individual risks, casualty individual risks, and other specialty
lines.  Endurance's operating subsidiaries have been assigned a
group rating of A (Excellent) from A.M. Best, A2 by Moody's and A-
from Standard & Poor's.  Endurance's headquarters are located at
Wellesley House, 90 Pitts Bay Road, Pembroke HM 08, Bermuda and
its mailing address is Endurance Specialty Holdings Ltd., Suite
No. 784, No. 48 Par-la-Ville Road, Hamilton HM 11, Bermuda.

                          *     *     *

As reported in the Troubled Company Reporter's June 18, 2004,
edition, Standard & Poor's Ratings Services assigned its 'BBB'
counterparty credit rating to Endurance Specialty Holdings Ltd.
and its preliminary 'BBB' senior debt, 'BBB-' subordinated debt,
and 'BB+' preferred stock ratings to the company's $1.8 billion
universal shelf registration.


ENRON CORP: Court Approves $3 Million Targa Break-Up Fee
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
permitted Enron Corporation debtor-affiliates:

   -- Enron North America Corp.,
   -- Louisiana Resources Company,
   -- LRCI, Inc.,
   -- Louisiana Gas Marketing Company, and
   -- LGMI, Inc.,

to pay Targa Bridgeline, LLC, $3,000,000 as Break-Up Fee in the
event that the sale of the Debtors' interests in Bridgeline
Holdings, LP, and Bridgeline, LLC, to Targa is terminated by:

    (a) the Debtors or Targa, pursuant to provisions in the
        parties' Purchase Agreement; or

    (b) Targa, pursuant to the Purchase Agreement, and at the time
        of the termination, the Debtors have entered into an
        agreement with respect to an Alternative Transaction.

The Debtors' sale of their Bridgeline Interests to Targa is
subject to higher and better offers.

Herbert K. Ryder, Esq., at LeBoeuf, Lamb, Greene & MacRae, LLP, in
New York, points out that each of the Debtors intends to pay Targa
severally and not jointly, its pro rata portion of the Break-up
Fee on the date of closing of the Alternative Transaction.  The
Break-up Fee is to be paid to Targa directly out of the proceeds
from the closing of the Alternative Transaction.

The Break-up Fee will not be due and payable if Targa or its
parent, Targa Resources, Inc., will, at the time of the
termination, be in breach of any of its obligations,
representations or warranties contained in the Purchase Agreement
in any material respect.

The Debtors believe that the payment of the Break-up Fee will not
diminish or affect their estates or their creditors.  Mr. Ryder
explains that the Debtors will not terminate the Purchase
Agreement so as to incur the obligation to pay the Break-up Fee
unless to accept a Qualified Bid.

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)


ENRON CORP: Asks Court to Approve Allocation of Reserved Funds
--------------------------------------------------------------
Throughout the course of Enron Corporation and its debtor-
affiliates' bankruptcy cases, the U.S. Bankruptcy Court for the
Southern District of New York authorized the Debtors to sell or
otherwise dispose of assets they owned, and in some cases, those
owned by non-debtors.  Brian S. Rosen, Esq., at Weil, Gotshal &
Manges, LLP, in New York, relates that in connection with the
sale, settlement, or other disposition of the assets, claims, or
contracts, the Court entered individual orders approving the
disposition.   

The proceeds received under each Sale or Settlement Order, were  
often reserved, escrowed, or otherwise segregated pending either  
a further Court order or an agreement between the Debtors and the  
Official Committee of Unsecured Creditors providing for the  
disposition of the Reserved Funds.

The Reserved Funds comprise the primary source of funding for  
distributions to creditors pursuant to the Debtors' confirmed  
Plan.  The Confirmation Order authorizes the Debtors to take  
actions necessary to implement the Plan and to distribute the  
Reserved Funds in accordance with the Plan.  The Plan addresses  
the distribution of Reserved Funds and directs the Debtors to  
file one or more motions with the Court to determine the  
allocation of proceeds reserved pursuant to a Sale or Settlement  
Order.  

Mr. Rosen informs the Court that the Debtors have allocated about  
$5,500,000,000 of Reserved Funds among 139 entities.  The  
Reserved Funds will be allocated among the Reorganized Debtors or  
any of the Enron Affiliates designated, free and clear of all  
liens and in accordance with Section 1141 of the Bankruptcy Code,  
and be subject to distribution in accordance with the provisions  
of the Plan.

By this motion, the Debtors ask the Court to approve their
proposed allocation.  

               Sale or Settlement Order Categories

The Debtors reviewed each of the transactions involving a sale or  
settlement approved through September 30, 2004.  For purposes of  
allocating the Reserved Funds, the Debtors treated every order  
pursuant to which "proceeds" were received as a Sale or  
Settlement Order, even if the order did not require the  
"proceeds" to be reserved, escrowed, or otherwise segregated.

Using this method, the Debtors identified 775 orders that qualify  
as Sale or Settlement Orders and divided them into five  
categories:

   (1) Multi Entity Non-Commodity -- 30 orders approving  
       transactions not involving a trading settlement where  
       proceeds are allocated among multiple entities;

   (2) Single Entity Non-Commodity -- 100 orders approving  
       transactions not involving a trading  settlement where  
       proceeds are allocated to a single entity;

   (3) Multiple Entity Commodity -- 50 orders approving  
       transactions involving a trading settlement where proceeds
       are allocated among multiple entities;

   (4) Single Entity Commodity -- 495 orders approving  
       transactions involving a trading settlement where proceeds  
       are allocated to a single entity; and

   (5) De Minimis -- 100 orders approving the allocation of  
       proceeds as a result of a de minimis sale transaction or  
       an auction.

The Debtors reviewed each Sale or Settlement Order to determine  
how the Reserved Funds have been and must be allocated.  In many  
cases, the review necessitated an analysis of the moving papers  
and other supporting documentation, including internal approvals,  
to account for the allocation.  In some instances, the Court  
specifically approved the allocation, either in the Sale or  
Settlement Order or in a subsequent filing.

To ensure that the funds referenced in a Sale or Settlement Order  
were actually received, the allocations were reconciled with the  
Debtors' books and records.  In some instances, the amount set  
forth in the Debtors' books and records varies slightly from the  
amount set forth in the Sale or Settlement Order as a result of  
accrued interest, price adjustments, and transaction costs.  In  
most cases the amount allocated is equal to the amount set forth  
in the Sale or Settlement Order.

                       Proposed Allocations

Of the $5.5 billion Reserved Funds, the amount allocated to  
Multi Entity Non-Commodity, Single Entity Non-Commodity, De  
Minimis Categories aggregate $3,006,464,000.  The total amount  
allocated on the Commodity Categories is $2,507,556,000.

A copy of the Proposed Allocations is available for free at:

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

                      Allocation Methodology

The Debtors provided in their Disclosure Statement the estimated  
assets and claims of each of the Debtors, as well as the  
estimated creditor recoveries to be received.  The Debtors  
provided that information to facilitate parties-in-interest in  
their analysis and understanding of:

   -- the Debtors' estates;  
   -- the global compromise incorporated into the Plan; and  
   -- the distributions proposed to be made pursuant to the Plan.

The schedules were derived from a distribution model, which is a  
complex and customized software program used to generate the  
schedules and to summarize on a Debtor-by-Debtor basis the  
estimated:

   -- value of assets held by each Debtor;  

   -- Allowed Claims asserted against each Debtor; and  

   -- Creditor recoveries in accordance with the Plan.

According to Mr. Rosen, the value of the assets included in the  
Distribution Model was uncertain and may not have reflected the  
actual amount available at each Debtor to satisfy claims.  The  
allocation methodology for the Distribution Model was based on  
the Debtors' books and records.   

The Debtors have reviewed the inputs to the Distribution Model  
with respect to relative ownership interests of each of the  
Debtors' significant assets.  Mr. Rosen assures the Court that  
the inputs are entirely consistent with the Debtors' proposed  
allocation:

A. Allocations to a Single Entity

   The majority of the Sale or Settlement Orders involve a single  
   moving party and an allocation to a single entity.  In those  
   instances, all Reserved Funds attributable to the transaction  
   are allocated to the single entity.  Where the asset sold, or  
   claim resolved, belonged to a single entity, the allocation is  
   based solely on ownership interests.

B. Allocations to Multiple Entities

   For transactions not involving the settlement of a trading  
   contract, and where the allocation is made among two or more  
   entities, the allocation is based on:

      -- the ownership interests as reflected on the Debtors'   
         books and records, and as contemplated pursuant to Plan  
         provisions, entitled Assets;

      -- an agreement among the parties;  

      -- an order of the Court approving the allocation; or  

      -- the global compromise and settlement embodied in the  
         Plan.

An outline of the allocation to multiple entities is available  
for free at:

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

                Reserved Funds Vest Free of Liens

To make distributions in accordance with the Plan and the  
Confirmation Order, Mr. Rosen maintains that the assets allocated  
must vest free and clear of all claims and interests of  
creditors.  While that event occurred "globally" on the  
Effective Date, the Debtors further ask the Court to specifically  
providing that the Reserved Funds, as allocated, vest in the  
entities, free and clear of all liens, claims, interests, or  
other encumbrances, notwithstanding any provisions to the  
contrary in any Sale or Settlement Order.  

As provided in the Plan, Mr. Rosen notes that Secured Claims  
against the Debtors' estates were satisfied on the Effective  
Date:

   "Treatment of Secured Claims: On the Effective Date, each  
   holder of an Allowed Secured Claim shall receive in full  
   satisfaction, settlement, release, and discharge of, and in  
   exchange for such Allowed Secured Claim one of the following  
   distributions: (a) the payment of such holder's Allowed  
   Secured Claim in full, in Cash; (b) the sale or disposition  
   proceeds of the property securing any Allowed Secured Claim to  
   the extent of the value of their respective interests in such  
   property; (c) the surrender to the holder or holders of any  
   Allowed Secured Claim of the property securing such Claim; or  
   (d) such other distributions as shall be necessary to satisfy  
   the requirements of chapter 11 of the Bankruptcy Code. The  
   manner and treatment of each Secured Claim shall be determined  
   by the Debtors, subject to the consent of the Creditors'  
   Committee and transmitted, in writing, to holder of a Secured  
   Claim on or prior to the commencement of the Confirmation  
   Hearing."

Accordingly, the Debtors believe that providing that the Reserved  
Funds vest in the entities to which those funds have been  
allocated, free and clear of any liens, claims, or encumbrances,  
is entirely consistent with the Confirmation Order, Section 1141  
of the Bankruptcy Code, and the provisions of the Plan.

                  Notices of Proposed Allocation

To the extent any Sale or Settlement Order requires the filing of  
a notice of allocation, which has not been filed, the Debtors  
assert that their request satisfies any unfulfilled obligations  
and serve as the requisite notice of proposed allocations.  For  
allocations made subsequent to September 30, 2004, or in the  
event the Debtors have overlooked a Sale or Settlement
Order, the Debtors intend to file one or more notices of proposed  
allocation.

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. 130;
Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON CORP: Wants to Replace Three CrossCountry Managers
--------------------------------------------------------
Pursuant to Sections 105 and 363 of the Bankruptcy Code and Rule  
6004(g) of the Federal Rules of Bankruptcy Procedure, Debtors  
Enron Corp., Enron Transportation Services, LLC, and Enron  
Operation Services, LLC, want to change the composition of the  
Board of Managers of CrossCountry Energy, LLC.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges, LLP, in New  
York, relates that on May 22, 2003, Enron formed CrossCountry as  
a holding company for its equity interests in certain pipeline  
companies that provide services to support the operations of  
certain pipeline assets.  Pursuant to a Contribution and
Separation Agreement dated September 25, 2003, which was approved
by the U.S. Bankruptcy Court for the Southern District of New
York, the Debtors contributed to CrossCountry their equity
interests in each of the Pipeline Companies and the Shared
Services Assets in exchange for membership interests in
CrossCountry.

The Contribution Order provides that:

   "The Board of Directors of CrossCountry shall initially be  
   comprised of five (5) members and CrossCountry shall amend the  
   bylaws to such effect."

Pursuant to an Amended and Restated Limited Liability Company  
Agreement of CrossCountry Energy, LLC, dated March 31, 2004,  
CrossCountry appointed as its managers, Raymond M. Troubh, Corbin  
McNeill, James L. Gaffney, Michael L. Muse and Gary L. Rosenthal.

Three of the Managers -- Messrs. Gaffney, Muse and Rosenthal --  
were previously unaffiliated with the Debtors and agreed to serve  
as Managers of CrossCountry at a time when the Debtors believed  
they would retain their CrossCountry Membership Interests and  
CrossCountry would continue to operate the Pipeline Assets for a  
significant period of time.  On September 10, 2004, the Court  
approved a sale of the Debtors' CrossCountry Membership Interests  
to CCE Holdings, LLC.

In light of the sale, the Manager position is no longer what  
Messrs. Gaffney, Muse and Rosenthal envisioned.  The Debtors and  
the Official Committee of Unsecured Creditors find it best to  
permit the three Managers to resign from the Board of Managers  
and replace them with:

   (1) Robert S. Bingham  

       A certified public accountant, Mr. Bingham has been an  
       employee of Kroll Zolfo Cooper, LLC, since February 1999.   
       Through Kroll Zolfo Cooper's services provided to Enron,
       Mr. Bingham served as Associate Director of Restructuring
       for Enron since February 2002 and currently serves as
       Enron's Chief Financial Officer.

   (2) K. Wade Cline

       Mr. Cline was elected as Managing Director and Assistant  
       General Counsel of Enron in February 2002.  Mr. Cline has  
       served the Debtors and their affiliates in various legal  
       and management roles since 1992.  Currently, he serves on  
       the boards of directors for various Debtors, including
       Enron North America Corp., and will be serving on the  
       boards of various reorganized Debtors.

   (3) Robert H. Walls, Jr.

       Mr. Walls has served Enron in various senior legal roles
       since 1992.  He was elected as Enron's Executive Vice
       President and General Counsel in March 2002 and currently
       serves on the boards of directors for various Debtors,
       including ENA.  He will also be serving on the boards of
       various reorganized Debtors.

Having served on the boards of many of the Debtors and their  
affiliates, the New Managers are highly qualified to serve on  
CrossCountry's Board of Managers, Mr. Rosen states.

Mr. Rosen notes that the LLC Agreement and the Contribution Order  
require the Court's approval of any change to the composition or  
size of the Board of Managers.  Accordingly, the Debtors ask the  
Court for authority to change the composition of CrossCountry's  
Board of Managers by replacing the Resigning Managers with the  
New Managers.

The Debtors believe that a change in the composition of  
CrossCountry's Board of Managers is consistent with their Chapter  
11 goals of maximizing estate assets.  

Mr. Rosen points out that in In re Consolidated Auto Recyclers,  
Inc., 123 B.R. 130 (Bankr. D. Maine 1991), the court approved a  
Chapter 11 trustee's actions in voting the corporate debtor's  
shares in its subsidiary to amend the subsidiary's by-laws,  
remove the subsidiary's board of directors, elect himself sole  
director, and authorize the filing of a Chapter 11 petition on  
the subsidiary's behalf because the trustee was acting "in a  
manner consistent with his fiduciary duty to preserve assets of  
the estate and, to the extent possible, maximize their value."   

Similarly, the Debtors seek to protect and maximize their  
CrossCountry Membership Interests and the sale of those interests  
to CCE Holdings, Mr. Rosen says.

                          *     *     *

Judge Gonzalez grants the Debtors' request.

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. 130;
Bankruptcy Creditors' Service, Inc., 15/945-7000)


EXT INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: EXT Inc.
        PO Box 14865
        Lenexa, Kansas 66215

Bankruptcy Case No.: 04-24882

Type of Business:  The Company manufactures customized
                   thermoforming products for various industries.
                   See http://www.extplastics.com/

Chapter 11 Petition Date: November 17, 2004

Court: District of Kansas (Kansas City)

Judge: Robert D. Berger

Debtor's Counsel: Eric C. Rajala, Esq.
                  Law Office of Eric C. Rajala
                  11900 College Boulevard, Suite 341
                  Overland Park, Kansas 66210-3939
                  Tel: (913) 339-9806

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Chevron Chemical Company LLC                   $94,321
PO Box 840598
Dallas, Texas 75284-0598

Swanson Midgley LLC                            $85,658
Crown Center, Suite 400
2420 Pershing Road
Kansas City, Missouri 64108

Albis Corporation                              $74,261
PO Box 201957
Houston, Texas 77216-1957

Manner Resins                                  $65,547
105 Eastern Avenue
Annapolis, Maryland 21403

PMC Engineered PL                              $29,113

Regrind Services LLC                           $26,704

OK Industries Inc.                             $19,073

Stinson Mag and Fizzell                        $16,073

Lindsay L Wood                                 $13,457

Wabash Trading Systems Inc.                    $12,115

Artisan Industries Inc.                        $11,880

KCPL                                           $11,652

Plastic Regrinders Inc.                        $11,509

Prime Colorants Inc.                            $9,616

ARC Materials Inc.                              $9,000

Gulf Coast Scrap International                  $8,379

Borke Mold Specialists Inc.                     $8,000

Custom Etch Rolls Inc.                          $7,650

Mid South Plastics                              $7,478

Plastic Recyclers South                         $7,236


FAIRFAX FINANCIAL: Will Pay $150 Million Cash for Notes
-------------------------------------------------------
Fairfax Financial Holdings Limited (TSX:FFH.SV) (NYSE:FFH)
commenced a tender offer for certain of the outstanding debt
securities of Fairfax and its wholly owned subsidiary, TIG
Holdings, Inc., for up to $150 million in cash.

To receive the applicable total consideration, including the early
tender payment, holders must validly tender and not withdraw their
Notes by 5:00 p.m., New York City time, on Thursday, Dec. 2, 2004.   
Holders who tender Notes after the Early Tender Date will not
receive the early tender payment.

The total consideration for each series of Notes will be based on
a specified fixed spread for that series over the yield of the
reference U.S. Treasury security for that series (or, in the case
of the 8.597% Capital Securities, a fixed price).

The Offer will expire at 12:00 midnight, New York City time, on
Monday, December 20, 2004, unless extended or earlier terminated
by Fairfax.  Tendered Notes may not be withdrawn after 5:00 p.m.,
New York City time, on Thursday, December 2, 2004, unless extended
by Fairfax.

Accrued interest up to, but not including, the settlement date
will be paid in cash on all validly tendered and accepted Notes.  
The settlement date is expected to be promptly after the
expiration date.  The price determination date will be Tuesday,
December 7, unless extended by Fairfax.

In the event that the Offer is oversubscribed, tenders of Notes
will be subject to proration.  Fairfax will accept tendered Notes
of each series according to the "Acceptance Priority Level" for
that series.  All Notes having a higher Acceptance Priority Level
will be accepted for purchase before any tendered Notes having a
lower Acceptance Priority Level are accepted. Therefore, all
tendered Notes having Acceptance Priority Level "1" will be
accepted before any tendered Notes having Acceptance Priority
Level "2" will be accepted, and so on.  For a particular series of
Notes that has some, but not all, tendered Notes accepted, tenders
of Notes of that series will be accepted on a pro rata basis
according to the principal amount tendered.

The complete terms and conditions of the Offer are set forth in
the Offer to Purchase dated November 18, 2004, which is being sent
to holders of Notes.  Holders are urged to read the tender offer
documents carefully.

The Offer is subject to the satisfaction or waiver of certain
conditions, including the closing of Fairfax's previously
announced issuance of $300 million of subordinate voting shares to
certain institutional investors.  The Offer is not conditioned on
any minimum amount of Notes being tendered.

Banc of America Securities is the exclusive dealer manager for the
Offer.  Questions regarding the Offer may be directed to:

               Banc of America Securities LLC
               High Yield Special Products
               888-292-0070 (U.S. toll-free)
               704-388-4813 (collect)

Copies of the Offer to Purchase and Letter of Transmittal may be
obtained from the Information Agent for the Offer:

               D.F. King & Co., Inc.
               800-859-8509 (U.S. toll-free)
               212-269-5550 (collect)

Fairfax Financial Holdings Limited is a financial services holding
company, which, through its subsidiaries, is engaged in property
and casualty insurance and reinsurance, investment management and
insurance claims management.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2004,
Fitch Ratings commented that Fairfax Financial Holdings Limited's
ratings and Rating Watch Negative status are unaffected by its
recent disclosures via its third-quarter 2004 financial filings
and investor conference held on November 8, 2004.

These ratings remain on Rating Watch Negative by Fitch:

   * Fairfax Financial Holdings Limited

     -- No action on long-term issuer rated 'B+';
     -- No action on senior debt rated 'B+'.

   * Crum & Forster Holdings Corp.

     -- No action on senior debt rated 'B'.

   * TIG Holdings, Inc.

     -- No action on senior debt rated 'B';
     -- No action on trust preferred rated 'CCC+'.

   * Members of the Fairfax Primary Insurance Group

     -- No action on insurer financial strength rated 'BBB-'.

   * Members of the Odyssey Re Group

     -- No action on insurer financial strength rated 'BBB+'.

   * Members of the Northbridge Financial Insurance Group

     -- No action on insurer financial strength rated 'BBB-'.

   * Members of the TIG Insurance Group

     -- No action on insurer financial strength rated 'BB+'.

   * Ranger Insurance Co.

     -- No action on insurer financial strength rated 'BBB-'.

The members of the Fairfax Primary Insurance Group include:

            * Crum & Forster Insurance Co.
            * Crum & Forster Underwriters of Ohio
            * Crum & Forster Indemnity Co.
            * Industrial County Mutual Insurance Co.
            * The North River Insurance Co.
            * United States Fire Insurance Co.
            * Zenith Insurance Co. (Canada)

The members of the Odyssey Re Group are:

            * Odyssey America Reinsurance Corp.
            * Odyssey Reinsurance Corp.

Members of the Northbridge Financial Insurance Group include:

            * Commonwealth Insurance Co.
            * Commonwealth Insurance Co. of America
            * Federated Insurance Co. of Canada
            * Lombard General Insurance Co. of Canada
            * Lombard Insurance Co.
            * Markel Insurance Co. of Canada

The members of the TIG Insurance Group are:

            * Fairmont Insurance Company
            * TIG American Specialty Ins. Company
            * TIG Indemnity Company
            * TIG Insurance Company
            * TIG Insurance Company of Colorado
            * TIG Insurance Company of New York
            * TIG Insurance Company of Texas
            * TIG Insurance Corporation of America
            * TIG Lloyds Insurance Company
            * TIG Specialty Insurance Company


FINOVA GROUP: Mezzanine Disposes of 12,625 Teltronics Shares
------------------------------------------------------------
In a recent Form 4 filing with the Securities and Exchange  
Commission, FINOVA Mezzanine Capital, Inc., discloses that it  
sold or otherwise disposed of 12,625 shares of Series B Preferred  
Stock of Teltronics, Inc., at $14.25 per share.

As a result of the transaction, FINOVA Mezzanine beneficially  
owns 257,800 Teltronics shares.

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized 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)


GARLIZ INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Garliz Investments L.L.C.
        780 Thornton Street
        Post Falls, Idaho 83854

Bankruptcy Case No.: 04-08481

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: November 18, 2004

Court: Eastern District of Washington (Spokane/Yakima)

Judge: John A. Rossmeissl

Debtor's Counsel: Gayle E. Bush, Esq.
                  Bush Strouth & Kornfeld
                  601 Union Street, Suite 5500
                  Seattle, WA 98101
                  Tel: 206-292-2110
                  Fax: 206-292-2104

Total Assets: $5,792,078

Total Debts:  $19,280,738

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Burger Kind Ad Fund                      $1,213,466
P.O. Box 932980
Atlanta, Georgia 31193

Burger Kind Ad Fund                      $1,046,586
P.O. Box 932980
Atlanta, Georgia 31193

McCabes Quality Foods                      $321,333
Unit 7
P.O. Box 4500
Portland, Oregon 97208

E&M Enterprises                            $275,000
c/o Ed Hatter
4948 E. Bennett Bay Ct.
Coeur D'Alene, Idaho 83814

Washington Dept. of Revenue                $134,959

Washington Dept. of Revenue                $111,704

Citicorp Leasing Inc.                       $49,209

GE Capital                                  $26,672

Idaho ST Sales Tax                          $24,751

Washington Dept. of Revenue                 $23,257

Idaho Sales Tax Commission                  $23,259

Avista Utilities                            $21,873

Washington Workers Comp.                    $18,088

Burger King Corp./MAA                       $17,962

Allied Insurance                            $13,987

Bush, Strout & Kornfeld                     $12,789

Washington Unemployment                     $10,870

Oxarc                                        $9,612

Quikserve Solutions                          $9,178

Texaco/Shell                                 $5,797


GCI INC: Moody's Changes Outlook on Low-B Ratings to Negative
-------------------------------------------------------------
Moody's Investors Service affirmed the B2 rating for GCI Inc.'s
7.25% Senior Notes due 2014, pro forma for the issuance of an
additional $70 million under that indenture, and affirmed the
senior implied and issuer ratings.  Moody's also upgraded the
rating for the senior secured credit facilities of GCI Holdings,
Inc., a subsidiary of GCI, Inc., to Ba2 from Ba3.  The rating
outlook, however, has been changed to negative from stable.

The affected ratings are:

   * GCI, Inc.

     -- Senior implied rating affirmed at Ba3
     -- Issuer rating affirmed at B2
     -- 7.25% Senior Notes due 2014 affirmed at B2

   * GCI Holdings, Inc.

     -- $50 million senior secured revolving credit upgraded to
        Ba2 from Ba3

     -- $220 million senior secured term loan ($121 million
        outstanding) upgraded to Ba2 from Ba3

The affirmation of the senior implied and senior unsecured ratings
for GCI, Inc., reflect the good financial and operating
performance of the company since Moody's last rating action in
February 2005, tempered by the higher absolute amount of debt in
the company's capital structure and management's willingness to
incur debt to make payments to equity holders.  The upgrade for
the senior secured bank debt ratings reflects the smaller amount
that these obligations represent in the consolidated capital
structure, the structural seniority of this debt, and the good
collateral coverage available to these lenders.

The negative rating outlook reflects Moody's concerns that the
absolute amount of debt at GCI will be materially higher than
Moody's former expectations, as the company will be incurring debt
to repurchase approximately $35 million of common equity, and will
be increasing its flexibility to make additional common stock
repurchases of up to $10 million per year.  The combination of the
increased note issuance in February ($250 million, up from an
expected $200 million) and the $70 million add-on (pro forma for
the repayment of $10 million of revolver outstanding and
$10 million of Series C preferred stock) have increased total debt
and preferred stock up to $491.6 million from $415.7 million at
the beginning of the year.

This higher debt burden increases the company's interest expense,
which, when combined with the expectation that 2005 capital
spending will not reduce as much as previously expected after the
completion of the Alaska United West cable, reduces projected
future free cash flow.  This revised forecast yields 2005 free
cash flow-to-debt plus preferred stock at between 5% to 8% next
year, a much lower level than Moody's had previously forecast.  
This combination of higher debt, lower free cash flows, and the
board's willingness to use cash and debt to repurchase common
equity have triggered the negative rating outlook.

The ratings are likely to be lowered should the additional capital
investment not yield the expected cash flow growth and should
Moody's lose confidence that free cash flow-to-total debt plus
preferred stock will increase to 10% or higher in the intermediate
term.  The rating outlook could stabilize should cash flows
increase and the company's free cash flow sustainably exceed 10%
of its total debt and preferred stock burden.

Based in Anchorage, Alaska, GCI, Inc., is an integrated
telecommunications service provider with LTM revenues of
$423 million.


HOLLINGER: Ontario Court Orders Removal of All but Two Directors
----------------------------------------------------------------
Hollinger, Inc. (TSX:HLG.C) (TSX:HLG.PR.B) reported that
Mr. Justice Colin L. Campbell of the Ontario Superior Court of
Justice has issued his decision in connection with the application
commenced by Catalyst Fund General Partner I, Inc., a shareholder
of Hollinger, seeking an order to, among other things, remove all
of the directors of Hollinger (except for Robert J. Metcalfe and
Allan Wakefield) and to appoint replacement directors.

Mr. Justice Campbell has ordered the removal of three directors,
Barbara Amiel-Black, J.A. Boultbee and F. David Radler,
effectively immediately.  Mr. Justice Campbell also ruled that
there is no need at this time for any additional directors to be
appointed.  As reported in the Troubled Company Reporter on
November 4, 2004, Conrad (Lord) Black resigned as a director and
officer on November 2, 2004.  As a result, Hollinger's board of
directors will now be comprised of these six persons:

            * Paul A. Carroll, Q.C.,
            * Robert J. Metcalfe,
            * Donald M.J. Vale,
            * Gordon W. Walker, Q.C.,
            * Allan Wakefield, and
            * Peter G. White.

Hollinger's principal asset is its approximately 68.0% voting and
18.2% equity interest in Hollinger International.  Hollinger
International is a newspaper publisher whose assets include the
Chicago Sun-Times and a large number of community newspapers in
the Chicago area, a portfolio of new media investments and a
variety of other assets.

                          *     *     *

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

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

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

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


HOMESTEADS: U.S. Trustee Picks 3-Member Creditors Committee
-----------------------------------------------------------
The United States Trustee for Region 4 appointed three creditors
to serve as an Official Committee of Unsecured Creditors in The
Homesteads at Newtown, LLC's chapter 11 case.

1. Yankee Gas Service Company
   Attn: Honor Heath, Esq.
   P.O. Box 270
   Hartford, Connecticut 06141
   Phone: 860-665-4865, Fax: 860-665-5504

2. Prime Publishers, Inc.
   Attn: Annette Lister
   P.O. Box 383
   Southbury, Connecticut 06488
   Phone: 203-263-2116, Fax: 203-266-0199

3. Home Instead Senior Care
   Attn: Sharon Massafra
   19 Stony Hill Road
   Bethel, Connecticut 06801
   Phone: 203-778-9479, Fax: 203-778-9234

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

Headquartered in Guilford, Connecticut, The Homesteads at Newtown,  
LLC, -- http://www.homesteadsct.com/-- is a life-care community.   
The Company filed for chapter 11 protection on September 10, 2004
(Bankr. D. Conn. Case No. 04-34262).  Mark R. Jacobs, Esq., at
Jacobs Partners LLC, represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated more than $10 million in assets and debts.


HOMESTEADS AT NEWTOWN: Committee Hires Shipman Sosensky as Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut gave the
Official Committee of Unsecured Creditors of The Homesteads at
Newtown, LLC, permission to employ Shipman, Sosensky & Shaiken,
LLC, as its counsel.

Shipman Sosensky will:

   a) provide the Committee with legal advice with respect to its
      duties and powers in the Debtor's chapter 11 case;

   b) assist the Committee in its investigation of:

        (i) the facts, conduct, assets, liabilities, and
            financial condition of the Debtor,  

       (ii) the operation of the Debtor's business and the
            desirability of the continuance of its business, and

      (iii) any other matters relevant to the Debtor's
            formulation of a chapter 11 plan;

   c) participate in the formulation of a plan of reorganization;

   d) assist the Committee in requesting the appointment of a
      Trustee or Examiner if this action is necessary;

   e) assist the Committee in analyzing the proposed sale of the
      Debtor's assets; and

   f) perform other legal services as may be required in the
      interest of the creditors, including the preparation of
      pleadings and making court appearances on the Committee's
      behalf.

David M.S. Shaiken, Esq., a Member of Shipman Sosensky, is the
lead attorney for the Committee.  For his professional services,
Mr. Shaiken will charge at $300 per hour.  Mr. Shaiken discloses
that legal assistants performing services to the Committee will
charge at $70 per hour.

Mr. Shaiken reports Shipman Sosensky's professionals bill:

    Professional            Designation      Hourly Rate
    ------------            -----------      -----------
    Mark S. Shipman         Counsel             $300
    Lawrence S. Shipman     Counsel              225
    Steven C. Sosensky      Counsel              225

Shipman Sosensky does not represent any interest adverse to the
Committee, the Debtor or its estate.

Headquartered in Guilford, Connecticut, The Homesteads at Newtown,  
LLC, -- http://www.homesteadsct.com/-- is a life-care community.   
The Company filed for chapter 11 protection on September 10, 2004
(Bankr. D. Conn. Case No. 04-34262).  Mark R. Jacobs, Esq., at
Jacobs Partners LLC, represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated more than $10 million in assets and debts.


HORNBECK OFFSHORE: To Issue $225 Million of Sr. Notes Due 2014
--------------------------------------------------------------
Hornbeck Offshore Services, Inc. (NYSE: HOS) has agreed to sell
$225,000,000 aggregate principal amount of its 6.125% Senior Notes
due 2014 pursuant to exemptions from registration under the
Securities Act of 1933.  The closing is expected to occur
tomorrow, Nov. 23, 2004, subject to customary closing conditions.

The Company intends to use the net proceeds of the issuance of the
New Notes of approximately $219 million to repurchase or otherwise
reacquire its outstanding 10-5/8% Senior Notes due 2008, to pay
related fees and expenses and for general corporate purposes,
which may include the acquisition, construction or retrofit of
vessels.

This news release does not constitute an offer to sell or a
solicitation of an offer to buy the New Notes.  The issuance of
the New Notes will not be registered under the Securities Act or
applicable state securities laws and the New Notes may not be
offered or sold in the United States absent registration or
available exemption from such registration requirements.

                        About the Company

Hornbeck Offshore Services, Inc., is a leading provider of
technologically advanced, new generation offshore supply vessels
in the U.S. Gulf of Mexico and select international markets, and
is a leading transporter of petroleum products through its fleet
of ocean-going tugs and tank barges, primarily in the northeastern
U.S. and in Puerto Rico.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2004,
Moody's upgraded the senior implied rating for Hornbeck Offshore
Services, Inc., to Ba3 from B1, the issuer rating to Ba3 from B1
and assigned a Ba3 to the company's proposed $225 million senior
unsecured notes offering.  The outlook is stable.

The upgrade reflects:

     (1) Hornbeck's cumulative progress in executing its growth
         strategy while improving its balance sheet and earnings
         power;

     (2) the completion of its long anticipated IPO in March 2004
         which funded a significant portion of its new build
         program;

     (3) the asset mix/value which is among the youngest and
         highest specification supply vessel fleets within the
         sector that is designed for the increasingly active
         deepwater Gulf of Mexico -- GOM -- market as well as the
         ability to effectively compete in the deep shelf GOM; and

     (4) the development of the tug and barge business which can
         support debt service without help from the OSV business.


INTEGRATED HEALTH: Wants to Assign Development Rights to Berwind
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Oct. 29, 2004, IHS Liquidating, LLC, seeks to sell the former
headquarter campus of Integrated Health Services, Inc., and its
debtor-affiliates, pursuant to a Sales Contract with Berwind
Property Group, Ltd.

Prior to the Effective Date of their Plan of Liquidation, the IHS
Debtors' interests in the Headquarters Property were held pursuant
to a "synthetic lease" financing arrangement under which the title
to the real estate was held by a trust, and various leasehold and
other interests were held by certain of the IHS Debtors.

On the Effective Date, pursuant to the IHS Plan, the IHS Debtors'
interests in the Premises were transferred to IHS Liquidating.  
To evidence the transfer for recording and other purposes, the
IHS Debtors caused various documents to be executed to show the
"unwinding" of the synthetic lease transaction and the
consolidation of all interests into IHS Liquidating.

Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates that the Debtors' interests in the
Premises include certain rights with respect to the development of
parcels of land in areas surrounding the Premises.  Before the
Effective Date, the Development Rights were held by an IHS Debtor
subsidiary -- IHS Land Acquisition-Highlands Park, Inc. --
pursuant to a Declaration of Protective Covenants, by and among:

   -- Integrated Health Services at Highlands Park, Inc.;

   -- IHS Land Acquisition;

   -- Eric J. Donaghey, as Trustee under a July 31, 1997
      Declaration of Trust, made by the State Street Bank and
      Trust Company of Connecticut, N.A.; and

   -- HICO Park M. Limited Partnership.

The Development Rights include the right to appoint a Highlands
Park Architectural Review Committee, which will be vested with
authority to make decisions as to how the land appurtenant to the
Premises will be developed.  The authority to appoint or remove
Committee members is vested solely in IHS Land Acquisition, its
successors and assigns until December 31, 2030.

               Proposed Amendment to Sales Contract

The Sales Contract provides for the sale of IHS Liquidating's
interests in the Premises, including "all easements, rights of
way, privileges, licenses, appurtenances and other rights and
benefits running with the Premises."  Throughout the negotiations
of the Sales Contract, IHS Liquidating and Berwind agreed that the
rights running with the Premises would include IHS Liquidating's
rights under the Declaration, as successor to IHS Land
Acquisition, and that these rights would be conveyed to Berwind
after closing of the Sales Contract.

However, due to an inadvertent oversight, IHS Liquidating
discovered that the IHS Debtors did not execute a document
assigning IHS Land Acquisition's rights under the Declaration to
IHS Liquidating, even though the IHS Plan contemplated that the
right would be transferred to IHS Liquidating.  IHS Liquidating is
also required to sell the interests and distribute the net
proceeds to creditors in accordance with the Plan.  Hence,
although IHS Liquidating holds the IHS Debtors' other interests in
the Premises pursuant to written and recorded documents, the IHS
Debtors' inability to present to Berwind an express written
assignment of IHS Land Acquisition's rights under the Declaration
has created some confusion and uncertainty.

To consummate the sale, IHS Liquidating asks the U.S. Bankruptcy
Court for the District of Delaware to find that it has succeeded
to the rights of IHS Land Acquisition under the Declaration.  IHS
Liquidating seeks Judge Walrath's permission to assign those
rights to Berwind.

IHS Liquidating believes that it succeeded to IHS Land
Acquisition's interests in the Declaration by operation of the
IHS Plan.  Moreover, given that the rights under IHS Land
Acquisition are intended to exist for the benefit of the owner of
the Premises and are among the rights Berwind seeks to exercise
after its acquisition of the Premises, IHS Liquidating believes
that an order further documenting the assignment of IHS Land
Acquisition's rights under the Declaration will aid in the
consummation of the Sales Contract and avoid unnecessary costs
that may be incurred as a result of the IHS Debtors' inadvertent
failure to document the assignment on the Effective Date.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its 437
debtor-affiliates filed for chapter 11 protection on February 2,
2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical Corporation
and its direct and indirect debtor-subsidiaries broke away from
IHS and emerged under their own plan of reorganization on
March 26, 2002.  Abe Briarwood Corp. bought substantially all of
IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan on
May 12, 2003, and that plan took effect September 9, 2003.  
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts. (Integrated Health Bankruptcy News, Issue No.
85; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERCHANGE CORP: Sept. 30 Balance Sheet Upside-Down by $5.3 Mil.
-----------------------------------------------------------------
Interchange Corporation (NASDAQ:INCX), a leading provider of local
and national paid-search services, reported record revenue and net
income for the third quarter ended Sept. 30, 2004.

Highlights include:

   -- Revenue was $5.38 million for the third quarter of 2004,
      compared to $2.15 million for the same period of 2003
      representing a year over year increase of 150%.

   -- Net income was $288,000 for the third quarter of 2004
      compared to $93,000 for the same period of 2003,
      representing a year over year increase of 209%.  Basic and
      diluted net income per share for Q3 2004 was $0.15 and
      $0.06, respectively.

   -- Received over 6 billion search requests from our
      Distribution Network.

   -- Announced the extension of the distribution agreement with
      LookSmart, Ltd.

   -- Entered into local search agreements with several companies
      including Amarillo Globe-News (a division of Morris Digital
      Works) and On-line UK's On-line USA.

   -- Enhanced its Keyword DNA(TM) technology to enable users to
      search by entering relevant landmarks.

"Interchange experienced strong third quarter growth and record
third quarter revenue and net income.  Our revenue and earnings
growth are the result of our continued focus on the expansion of
our Advertiser and Distribution Networks," said Heath Clarke,
Interchange Chairman and CEO.  "While delivering our sixth
consecutive quarter of profitability, we have also focused heavily
on executing our strategic plan in the emerging local-search
marketplace.  I am pleased to report great progress in this area,
resulting in several key local-search transactions.  I believe
that our company is well positioned to execute on our goals for
the fourth quarter as well as next year, and that we are ready to
meet the unique needs of the evolving local-search industry."

                        Recent Events

On October 18, 2004, Interchange priced its initial public
offering (IPO) at $8.00 per share and its common stock began
trading on the Nasdaq SmallCap Market the next day.  On
October 22, 2004, the initial public offering closed and the
company issued 2,750,000 shares of its common stock resulting in
gross proceeds of $22 million and net proceeds of approximately
$19 million after deducting underwriting discounts and commissions
and other expenses associated with the offering.

Upon completion of the IPO on October 22, 2004, all outstanding
shares of preferred stock automatically converted into 1,169,722
shares of common stock.  In addition, holders of the outstanding
convertible secured debentures converted $2.36 million of
principal amount into 704,529 shares of the Company's common
stock.

During October 2004, the Company repaid the outstanding principal
amount of the Company's convertible secured promissory notes of
$1,300,000 and accrued interest of approximately $176,000.

On November 1, 2004, the underwriters of the Company's initial
public offering exercised their over-allotment option to purchase
an additional 407,500 shares of common stock at $8.00 per share
for total gross proceeds of $3.3 million and net proceeds of
approximately $3.0 million after deducting underwriting discounts
and commissions and other expenses associated with the offering.

At September 30, 2004, the Company's cash balance was $1.4
million.

                        Financial Guidance

The Company expects fourth quarter revenue to increase from its
third quarter level to between $5.7 million and $5.9 million,
which would represent an increase of between 104% and 111%
compared to $2.8 million in the fourth quarter 2003.  The Company
expects operating income to be between $260,000 and $360,000,
which will include the new costs of being a public company as well
as continued investment in its search services.  The Company
expects these increased costs to be offset by an increase in
interest income as a result of higher cash balances and a decrease
in interest expense on the previously outstanding debt.

Based on this outlook, the Company projects revenue for the full
2004 year of between $18.8 million and $19.0 million, which
represents an increase of 114% to 116% compared to revenue of $8.8
million in 2003.  Operating income for the full 2004 year is
projected to be between $1.5 million and $1.6 million, which
represents an increase of between 111% and 127% compared to 2003.

Due to the timing of the IPO as well as the conversion of
preferred stock and convertible debentures into common stock,
Interchange is also providing weighted average outstanding share
guidance for this quarter.  The Company estimates that for Q4
2004, it will have approximately 8.3 million weighted average
fully diluted common shares outstanding.  This is based on
approximately 7.0 million common shares and 3.3 million shares
reserved for options and warrants outstanding as of Nov. 18.

                        About the Company

Interchange Corporation (NASDAQ:INCX) -- http://www.interchangeusa.com/
-- provides paid-search services that enable businesses to reach
consumers through targeted online advertising.  Interchange serves
the sponsored listings of local and national advertisers in
response to consumer search requests from its Search Distribution
Network.  Interchange's Local Direct(TM) search and advertising
platform delivers geographically targeted search results to
consumers.  Local Direct can be licensed to Web sites and search
engines that provide local business information and serve local
advertisers.  Local Direct is powered by Interchange's Keyword
DNA(TM) technology.

At Sept. 30, 2004, Interchange Corporation's balance sheet showed
a $5,300,000 stockholders' deficit, compared to a $5,896,000
deficit at Dec. 31, 2003.


INTERSTATE BAKERIES: Wants Court to Determine Lou Misterly Claim
----------------------------------------------------------------
Pursuant to a Warehouse and Distribution Services Agreement, Lou
Misterly Food Sales, Inc., on an ongoing, daily basis, warehouses
product, supplies food and other items, and delivers the product
and the food and other items to Interstate Bakeries Corporation
and its debtor-affiliates' retail stores.  Under the Agreement,
Lou Misterly has sold and delivered about $750,000 of items each
month during 2004, and is currently warehousing about 39,000 cases
of product for the Debtors.

On their bankruptcy petition date, the Debtors delivered to Lou
Misterly a check for $248,442 for the period's purchases and
deliveries.  The check, however, was dishonored on September 22,
2004.  The Debtors currently owe Lou Misterly about $850,000 for
prepetition goods and services provided under the Warehouse and
Distribution Services Agreement.

Lou Misterly asks the United States Bankruptcy Court for the
Western District of Missouri to compel the Debtors to continue all
payments due under the Warehouse and Distribution Services
Agreement during the pendency of their bankruptcy cases, including
the $248,442 payment represented by the dishonored check.

Thomas M. Franklin, Esq., in Kansas City, Missouri, asserts that
Lou Misterly is entitled to receive the payments agreed upon by
the parties as adequate protection under Section 365(d)(2) of the
Bankruptcy Code.

After the Petition Date, the Debtors continued to request services
from Lou Misterly and to buy items under the Warehouse and
Distribution Services Agreement.  This constitutes Lou Misterly's
extension of credit to the Debtors, which Lou Misterly is not
willing to extend as an ordinary course extension of credit.  Lou
Misterly, therefore, is entitled to receive the agreed payments as
adequate protection to extend the Debtors postpetition credit in
connection with the Warehouse and Distribution Services Agreement.

If the Court declines to compel the Debtors to make adequate
payments under the Warehouse and Distribution Services Agreement,
Lou Misterly asks the Court to lift the automatic stay to permit
it to terminate the Warehouse and Distribution Services Agreement
and exercise all of its rights under the Agreement.  In the
alternative, Lou Misterly demands reclamation, pursuant to
Section 546(c), of all goods delivered to the Debtors' retail
stores within 10 days before and after the Petition Date.

                         Debtors Object

The Debtors ask the Court to deny Lou Misterly's request, without
prejudice to Lou Misterly pursuing its reclamation demand pursuant
to the terms of the Reclamation Order.

The Debtors assert that, as of the Petition Date, Lou Misterly was
not warehousing any of their goods.  Rather, Lou Misterly may have
been warehousing goods of Mrs. Cubbison's Foods, Inc., a non-
debtor affiliate.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom, LLP,
in Chicago, Illinois, tells Judge Venters that the Debtors have
timely performed all of their postpetition obligations, if any,
under the Warehouse and Distribution Services Agreement.

Mr. Ivester contends that Section 365(d)(2) makes no mention and
creates no right to adequate protection for executory contracts.  
The request makes no assertion that Lou Misterly has a secured
claim and does not identify any distinct collateral that is
decreasing in value.  Lou Misterly's Lien Notice dated October 7,
2004, indicates that Lou Misterly has a secured claim -- not for
the $850,000 -- but for $7,122.  More importantly, the Lien
Notice provides no basis for a need to adequately protect any
threatened diminution to the "collateral" Lou Misterly holds.

Lou Misterly's request does not clearly articulate a cause to lift
the automatic stay, Mr. Ivester notes.  Hence, the stay cannot be
lifted as required by Section 362.

Pursuant to the Reclamation Procedures, reclamation demands are to
be resolved pursuant to a clearly defined procedure that only
requires the involvement of the Court in the event the parties do
not reach agreement.  Accordingly, Lou Misterly's demand for
reclamation is procedurally improper and should be resolved
pursuant to the Reclamation Procedures.  Without the Reclamation
Order, reclamation rights can only be asserted by means of an
adversary proceeding under Rule 7001 of the Federal Rules of
Bankruptcy Procedure.

The Debtors also believe that Lou Misterly's reclamation claim is
invalid since:

   -- a substantial portion of the goods for which Lou Misterly
      is asserting reclamation were sold to third parties before
      the Debtors' receipt of any demand by Lou Misterly; and

   -- any reclamation rights of Lou Misterly may be subrogated to
      the liens of other creditors.

If the Court determines that Lou Misterly may pursue its
reclamation demand via its request, the Debtors ask the Court to
schedule an evidentiary hearing to determine the validity and
amount of Lou Misterly's reclamation claim.  

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


INTERSTATE BAKERIES: Gets Final Court OK to Hire Alvarez & Marsal
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 14, 2004,
Interstate Bakeries Corporation and its debtor-affiliates asked
the U.S. Bankruptcy Court for the Western District of Missouri for
authority to enter into an engagement agreement with Alvarez &
Marsal, LLC, providing for, among other things, the appointment of
Antonio C. Alvarez, II, as the Debtors' Chief Executive Officer,
and John K. Suckow as the Debtors' Chief Restructuring Officer.

                           Objections

(1) The Ad Hoc Equity Committee

    The Ad Hoc Equity Committee objects to the Debtors' request  
    to employ Alvarez & Marsal insofar as the engagement would
    establish at the outset of the Debtors' cases an incentive
    compensation arrangement with a guaranteed minimum for
    Alvarez.  While the Debtors' request correctly notes the
    applicability of Section 363(b) of the Bankruptcy Code as the
    basis of employing and compensating a financial management
    services firm similar to Alvarez, the Debtors do not cite to
    any precedent to support the Court's approval of the firm's
    Success Fee in advance of achieving actual results so that
    the firm's success or failure can be objectively
    demonstrated.

    Amy E. Rush, Esq., at Sonnenschein Nath & Rosenthal, LLP, in
    Kansas City, Missouri, asserts that the Debtors cannot
    articulate a sound business purpose for paying Alvarez an
    incentive compensation arrangement with a guaranteed minimum,
    as there is no way to determine whether the payment is in the
    best interest of the Debtors' estates or not.  Accordingly,
    the firm's incentive compensation should be subject to
    plenary review at the conclusion of the case at which time
    the value added or created by the firm can be evaluated and
    compared with the actual time, effort and opportunity costs
    invested by the firm into the engagement

    Ms. Rush also notes that the Debtors failed to provide basic
    information regarding the Success Fee calculation.  The
    Debtors propose that Alvarez receive a 5% Success Fee to be
    based on "value created."  However, the term "value created"
    is not defined, making it impossible to evaluate whether the
    5% multiplier is reasonable or not.  Without the definition,
    parties-in-interest cannot meaningfully evaluate the
    appropriateness of the percentage multiplier or "value
    created" when determining the amount of the Success Fee.

    Ms. Rush asserts that Alvarez should not be entitled to the
    Success Fee, in the event that:

    * there is a liquidation of the Debtors either by a sale of
      all or a substantial portion of the Debtors' assets in one
      or more transactions; and

    * the Debtors' cases are converted to Chapter 7.

    The Ad Hoc Committee insists that it is entitled to notices  
    of any material modifications to Alvarez' employment, as
    those given to other constituencies like the agents for the
    Debtors' secured lenders, the Creditors' Committee, the
    U.S. Trustee and other parties.

(2) U.S. Bank, National Association

    Alvarez's Success Fee should be subject to further review and
    approval by the Court, U.S. Bank asserts.  It is impossible
    for the Court to determine at this stage whether the proposed
    Success Fee is excessive or an appropriate measure of
    compensation for the services to be rendered, Clark T.
    Whitmore, Esq., at Maslon, Edelman, Borman & Brand, LLP, in
    Minneapolis, Minnesota, explains.

    "It is simply too early to approve the proposed success fee;
    more information is needed before the Court should grant
    final approval," Mr. Whitmore says.

                         Debtors Respond

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom, LLP,  
in Chicago, Illinois, clarifies that neither the Debtors nor  
Alvarez & Marsal are seeking pre-approval or final approval of  
the incentive compensation proposed to be paid to the firm.  The  
firm's incentive compensation is subject to Court approval only  
when earned.

However, the Debtors' decision to offer Alvarez incentive  
compensation does not bind the Court, creditors, or any other  
party-in-interest from objecting to any compensation paid or  
proposed to be paid to the firm at the end of the Debtors'  
bankruptcy cases, when the reasonableness of the compensation can  
be determined.  If and when the firm seeks payment of the  
incentive compensation, both the Ad Hoc Equity Committee and U.S.  
Bank are free to evaluate the reasonableness of the compensation  
at that time and object if they deem it excessive, unreasonable  
or unwarranted.

The Debtors believe that quantifying the proposed compensation to  
Alvarez allows both parties, as well as the estates' major  
constituents, to fully understand the scope of the proposed  
compensation and to avoid surprise at the end of the Debtors'  
bankruptcy cases.  By conditioning a substantial portion of the  
firm's total compensation on the creation of value for  
stakeholders, the proposed compensation structure will  
incentivize the firm to achieve results beneficial to all  
stakeholders and avoid a higher monthly fixed fee that would  
otherwise have to be paid to the firm for it to continue in this  
engagement without a Success Fee.

Mr. Ivester contends that Alvarez does not need to comply with  
the Interim Compensation Order, as the Debtors are retaining it  
under Section 363(b), and not Section 327(a) of the Bankruptcy  
Code.  Moreover, additional billing detail is not required under  
Sections 330 or 363 and is highly impractical since, on a daily  
basis, Alvarez's personnel deal with hundreds of issues that must  
be resolved expeditiously to efficiently operate the Debtors'  
business.

                          *     *     *

Judge Venters authorizes the Debtors to employ Alvarez & Marsal  
as restructuring advisors on a final basis.

The firm's fees and expenses, including any incentive  
compensation and Value Enhancement Fee, are subject to reporting  
requirements and Court approval.

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


KAISER ALUMINUM: Australian & Finance Units' Treatment of Claims
----------------------------------------------------------------
Kaiser Alumina Australia Corporation and Kaiser Finance
Corporation filed their Joint Plan of Liquidation with the United
States Bankruptcy Court for the District of Delaware on
November 15, 2004.

In accordance with Section 1122 of the Bankruptcy Code, the Plan
groups claims against and equity interests in the Debtors into
five classes:

Class     Description      Treatment Under the Plan
-----     ------------     ------------------------
N/A      Administrative   Paid in full, in cash
          Claims

N/A      Priority         Paid in full, in cash
          Tax Claims

  1       Priority         Unimpaired
          Claims
                           Holder of an Allowed Priority Claim
                           will be entitled to receive either:

                           -- Cash from the Priority Claims Trust
                              Account without interest or
                              penalty; or

                           -- other treatment as may be agreed
                              by holder and the Liquidating
                              Debtors or the Distribution
                              Trustee.

                           Estimated aggregate claims amount: $0

  2       Secured          Unimpaired
          Claims
                           Holder of an Allowed Secured Claim is
                           entitled to receive either:

                           -- Cash from the Priority Claims Trust
                              Account, including interest as
                              is required to be paid pursuant to
                              Section 506(b); or

                           -- the collateral securing the Allowed
                              Secured Claim and Cash from the
                              Priority Claims Trust Account in an
                              amount equal to the interest
                              pursuant to Section 506(b).

                           Estimated aggregate claims amount: $0

  3A      Senior Note      Impaired
          Claims
                           Each holder of an Allowed Senior Note
                           Claim will be entitled to receive Cash
                           from the Unsecured Claims Trust
                           Account equal to its Pro Rata Share of
                           the Subclass 3A Distributable
                           Consideration remaining after first
                           giving effect to these payments or
                           reservation for payment on the
                           Effective Date by the Distribution
                           Trustee from the Subclass 3A
                           Distributable Consideration:

                              (a) $2,500,000 to be paid to the
                                  7-3/4% SWD Revenue Bond
                                  Indenture Trustee for the
                                  benefit of the holders of the
                                  7-3/4% SWD Revenue Bonds;

                              (b) all amounts payable to the
                                  9-7/8% Senior Note Indenture
                                  Trustee, the 10-7/8% Senior
                                  Note Indenture Trustee and the
                                  counsel for the Ad Hoc
                                  Committee in accordance with
                                  the Plan; and

                              (c) if, but only if, Subclass 3B
                                  votes to accept the Plan,
                                  $8,000,000 to be paid to the
                                  Senior Subordinated Note
                                  Indenture Trustee for the
                                  benefit of the holders of the
                                  Senior Subordinated Note
                                  Claims.

                           Estimated percentage recovery: 51.0%
                           to 55.1%

                           Aggregate allowed claims amount:
                           $414,121,172

  3B      Senior           Impaired
          Subordinated
          Note Claims      If Subclass 3B votes to accept the
                           Plan in accordance with Section
                           1126(c), each holder of an Allowed
                           Senior Subordinated Note Claim will be
                           entitled to receive its Pro Rata Share
                           of $8,000,000 in Cash to be paid to
                           the Senior Subordinated Note Indenture
                           Trustee, provided that any and all
                           fees or expenses payable to the Senior
                           Subordinated Note Indenture Trustee
                           pursuant to the Senior Subordinated
                           Note Indenture will, in all events, be
                           payable solely from that $8,000,000.

                           If Subclass 3B fails to accept the
                           Plan in accordance with Section
                           1126(c), no property will be
                           distributed to or retained by the
                           Holders, including any Claims of the
                           Senior Subordinated Note Indenture
                           Trustee.

                           Estimated percentage recovery: 1.9%

                           Aggregate allowed claims amount:
                           $427,200,000

  3C      PBGC             Impaired
          Claims
                           The PBGC will be entitled to receive
                           the PBGC Percentage of the Cash in the
                           Unsecured Claims Trust Account.

                           Estimated percentage recovery: 17.3%
                           to 18.1%

                           Allowed claim amount: $616,000,000

  3D      Other            Impaired
          Unsecured
          Claims           Each holder of an Allowed Other
                           Unsecured Claim will be entitled to
                           receive a Pro Rata Share of the Other
                           Unsecured Claims Percentage of the
                           Cash in the Unsecured Claims Trust
                           Account.

                           Estimated aggregate claims amount: $0

  4       Intercompany     Impaired
          Claims
                           Each holder of an Intercompany Claim
                           will be entitled to receive the
                           treatment set forth in the
                           Intercompany Claims Settlement.

  5       Interests        Impaired
          in the
          Liquidating      No property will be distributed to, or
          Debtors          retained by, Kaiser Aluminum &
                           Chemical Corporation as the holder of
                           the stock ownership interests in
                           Kaiser Finance on account of those
                           Interests, and the Interests will be
                           canceled on the Effective Date.

                7-3/4% SWD Revenue Bond Dispute

The amount, if any, payable under the Plan to the holders of the
7-3/4% SWD Revenue Bonds in respect of the asserted contractual
subordination rights under the Senior Subordinated Note Indenture
will be determined by the Bankruptcy Court.  Any payment would be
made to the 7-3/4% SWD Revenue Bond Indenture Trustee for the
benefit of holders of the 7-3/4% SWD Revenue Bonds from
consideration that would otherwise be distributed to holders of
Senior Note Claims under the Plan.  If the determination with
respect to that payment has not been made by the Bankruptcy Court
before the Effective Date, then on the Effective Date, the
Distribution Trustee will reserve from Cash otherwise
distributable to holders of Senior Note Claims any amount that may
be ordered by the Bankruptcy Court to be so reserved pending
determination.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of  
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones
Day, represent the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 54;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KIDS COMPANY LLC: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Kids Company, LLC
        PO Box 3885
        Shawnee Mission, Kansas 66203

Bankruptcy Case No.: 04-24881

Type of Business:  Real Estate

Chapter 11 Petition Date: November 17, 2004

Court: District of Kansas (Kansas City)

Judge: Robert D. Berger

Debtor's Counsel: R. Pete Smith, Esq.
                  McDowell, Rice, Smith & Buchanan P.C.
                  605 West 47th Street, Suite 350
                  Kansas City, Missouri 64112-1905
                  Tel: (816) 753-5400

Total Assets: $1,700,000

Total Debts:  $2,526,873

Debtor's 5 Largest Unsecured Creditors:

    Entity                        Nature of Claim   Claim Amount
    ------                        ---------------   ------------
Hillcrest Bank                    Value of Security:    $236,210
1100 Northwest South Outer Road   $800,000
Blue Springs, Missouri 64015

Blue Ridge Bank & Trust           Value of Security:    $228,619
1812 Northwest Chipman Road       $400,000
Lees Summit, Missouri 64081

Enterprise Bank                                         $150,000
12695 Metcalf
Overland Park, Kansas 66213

Auto Mall, LLC                                          $100,000
8819 East 350 Highway
Raytown, Missouri 64133

Leavenworth County Treasurer                             $32,477
300 Walnut
Leavenworth, Kansas 66048-2725


LAIDLAW INT'L: Greyhound Faces $15 Million Garnishment Suit
-----------------------------------------------------------
In August 2004, Greyhound Lines became aware of proceedings  
brought in a state court in Georgia seeking to enforce a default  
garnishment judgment on funds in a Greyhound bank account.  The  
garnishment alleges that Greyhound is liable in an underlying  
default judgment for $15 million, plus interest.

The action stemmed from a $7 million default judgment in October  
1995 against Gary Jones, a former consultant to Greyhound.  More  
than four years later, in October 2000, the plaintiff who  
obtained the 1995 Judgment began garnishment proceedings against  
Greyhound before the Georgia state court to recover amounts owed  
to Mr. Jones, who then allegedly owed the Plaintiff $11 million  
based on the 1995 Judgment, plus post-judgment interest.

On May 2, 2001, a default judgment for $11 million was entered by
the Georgia state court against Greyhound.

In a regulatory filing with the Securities and Exchange  
Commission, Kevin E. Benson, President, Chief Executive Officer  
and Director of Laidlaw International, Inc., relates that  
Greyhound was unaware of the garnishment and the Default Judgment  
at that time, and inadvertently failed to contest it.  Had the  
garnishment been timely answered, Greyhound believes that the  
amount due in response to the garnishment summons would not have  
exceeded $1,500.

On September 20, 2004, Greyhound responded to garnishment  
proceedings.  Greyhound filed a Motion to Vacate the Default  
Judgment in the Georgia state court where the judgment was  
rendered.  Based on several legal grounds, Greyhound believes  
that the Default Judgment is null and void and not enforceable.

Greyhound intends to vigorously defend its interests in the  
litigation.  According to Mr. Benson, although Greyhound is  
seeking to overturn the Default Judgment, unless and until it is  
declared void, stayed, bonded or paid, the Default Judgment could  
be deemed to be an event of default under its revolving credit
facility that expires on October 24, 2006.

To date, Mr. Benson explains, Greyhound's lenders have indicated  
they do not wish to give notice of default or accelerate the  
repayment of Greyhound's outstanding obligations under the  
Greyhound Facility.  Any accelerated repayment of Greyhound's  
indebtedness could cause defaults under Greyhound's other debt  
agreements and force Greyhound to refinance or renegotiate all or  
a significant portion of its outstanding indebtedness.

Should the Greyhound Facility be accelerated and Greyhound is  
unable to renegotiate or refinance its outstanding indebtedness,
then Greyhound may not be able to satisfy its obligations as they  
become due and may not be able to continue as a going concern,  
Mr. Benson says.

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


LEHMAN BROTHERS: S&P Upgrades Low-B Ratings to Investment Grade
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of Lehman Brothers Floating Rate Commercial Mortgage
Trust's multiclass pass-through certificates from series
2001-LLF C4.  At the same time, the rating on one class is
affirmed, and the ratings on two other classes are withdrawn
following payoff.

The raised and affirmed ratings reflect the increased credit
support due to an 86% reduction in the mortgage pool balance since
Standard & Poor's last review in May 2003.

At issuance, the mortgage pool consisted of 17 mortgages totaling
$1.24 billion.  At this point, only one mortgage with an
outstanding loan balance of $128.4 million remains.

This loan, known as the Wyndham International portfolio loan
(initially the largest mortgage in the pool), was originally
secured by four, full-service hotels:

      * Wyndham Baltimore Inner Harbor,
      * Wyndham El San Juan,
      * Wyndham Boston, and
      * the Wyndham Peachtree Conference Center.

The Wyndham Peachtree (outside Atlanta, Georgia) was just recently
released at 125% of its allocated loan amount plus an additional
amount in order to meet the minimum debt service coverage ratio
release test of 1.54x.  This resulted in a total principal paydown
of $44.8 million.

Net cash flow -- NCF -- for the three remaining hotels for the
12 months ending December 31, 2003, was 20% below its level at
issuance in August 2001.  However, NCF for the first six months of
2004 was running at more than 20% above 2003.  For the three
remaining hotels in the portfolio, the average occupancy is 79.1%,
the average daily room rate -- ADR -- is $129.00, revenue per
available room -- RevPAR -- is $106.92 for the six months ended
June 2004 (compared to occupancy of 76.8%, ADR of $171.71, and
RevPAR of $134.64 at issuance).  Despite the weaker operating
performance (due to the release and paydown), Standard & Poor's
estimates current the loan-to-value ratio at about 50%, compared
to 63% at issuance, based on 2003 and partial 2004 performance.  
This LIBOR-based floating-rate loan amortizes based on a 25-year
amortization schedule.  The loan was structured with an initial
maturity date of August 10, 2003, with three one-year extensions.
The loan has been extended through August 10, 2005.
   
                         Ratings Raised
    
    Lehman Brothers Floating Rate Commercial Mortgage Trust
         Multiclass pass-thru certs series 2001-LLF C4
    
                                Rating
                    Class   To          From
                    -----   --          ----
                    F       AAA         A
                    G       AAA         A-
                    H       AAA         BBB+
                    J       AAA         BBB+
                    L       AA          BB+
                    M       A           BB-
   
                        Rating Affirmed
   
    Lehman Brothers Floating Rate Commercial Mortgage Trust
         Multiclass pass-thru certs series 2001-LLF C4
   
                         Class   Rating
                         -----   ------
                         X-2     AAA
   
                       Ratings Withdrawn
   
    Lehman Brothers Floating Rate Commercial Mortgage Trust
         Multiclass pass-thru certs series 2001-LLF C4
   
                                Rating
                   Class   To            From
                   -----   --            ----
                   D       N.R.          AA
                   E       N.R.          AA-


LEVEL 3: Increases Total Debt Offer to $1.1 Billion
---------------------------------------------------
Level 3 Communications, Inc. (Nasdaq: LVLT) has increased to
$1.105 billion the maximum aggregate principal amount of its
outstanding debt securities due 2008 that it could be obligated to
accept for payment in its pending cash tender offers.  The
"Maximum Offer Amount" Level 3 is offering to purchase for each
series of Notes, and the "Acceptance Priority Levels" for each
series, remain unchanged.  The terms and conditions of the Offers
are set forth in Level 3's Offer to Purchase dated Oct. 29, 2004,
and a Supplement to the Offer to Purchase dated Nov. 17, 2004, and
the related Letter of Transmittal.

"Assuming we accept this maximum aggregate principal amount for
purchase upon expiration of the tender offers, which we currently
intend, we would reduce the aggregate principal amount of our
outstanding indebtedness with 2008 maturities to approximately
$1.3 billion, or 46% based on current Euro exchange rates," said
Sunit Patel, chief financial officer.

"Such a reduction would be consistent with our previously
announced goal of addressing our outstanding indebtedness maturing
in 2008 in a disciplined manner.  We also currently expect the
transaction to slightly reduce total outstanding debt and Level
3's annual interest expenses," Mr. Patel said.

"We are pleased that market conditions have allowed us to increase
the maximum amount of our debt securities that we may be obligated
to purchase under the tender offers," Mr. Patel added.

In connection with this increase in the Tender Cap, Level 3 has
extended the expiration of each Offer to 12:00 midnight, New York
City time, on Dec. 1, 2004, unless extended.  Holders of Notes of
any series that were validly tendered prior to 5:00 p.m., New York
City time on Nov. 12, 2004, will receive the "Total Consideration"
for that series, consisting of the applicable "Tender Offer
Consideration" for that series and the "Early Tender Payment" for
that series, if those Notes are accepted for purchase.  Holders of
Notes of any series who validly tender after the Early Tender Date
and whose Notes are accepted for purchase will receive the
applicable Tender Offer Consideration for that series but will not
receive the Early Tender Payment.  Accrued interest up to, but not
including, the applicable settlement date will be paid in cash on
all validly tendered and accepted Notes.

                                                             Principal
                                                                Amount
               Acceptance    Principal         Maximum     Tendered as
Title of       Priority         Amount           Offer        of Early
Security       Level       Outstanding          Amount     Tender Date
______________________________________________________________________
9-1/8% Senior
Notes due 2008   1      $1,203,652,000    $450,000,000    $243,955,000

11% Senior
Notes due 2008   2        $362,036,000    $362,036,000    $229,226,000

10-1/2% Senior
Discount Notes
due 2008 **      3        $409,462,000    $409,462,000    $262,515,000

10-3/4% Senior
Euro Notes due
2008             4      EUR320,826,000  EUR320,826,000  EUR284,461,000

               Principal
               Amount                           Early
Title of       Tendered as of   Tender Offer    Tender    Total
Security       Nov. 15, 2004    Consideration*  Payment*  Consideration*
________________________________________________________________________
9-1/8% Senior
Notes due 2008   $244,862,000      $837.50       $20.00       $857.50

11% Senior
Notes due 2008   $229,226,000      $867.50       $20.00       $887.50

10-1/2% Senior
Discount Notes
due 2008**       $264,215,000      $837.50       $20.00       $857.50

10-3/4% Senior
Euro Notes due
2008           EUR284,461,000    EUR830.00    EUR 20.00    EUR 850.00

     * Per $1,000 or EUR1,000 principal amount of notes accepted
       for purchase, as applicable.

    ** Principal amount outstanding represents principal amount at
       maturity.

Notes tendered pursuant to the Offers prior to 5:00 p.m., New York
City time, on the Early Tender Date may no longer be withdrawn.  
Notes tendered pursuant to the Offers after 5:00 p.m., New York
City time, on the Early Tender Date may be withdrawn until 12:00
midnight on the Expiration Date.

Consistent with amending the Tender Cap, Level 3 has amended the
financing condition of the Offers to provide that its obligation
to accept for purchase Notes pursuant to the Offers is subject to:



     (1) the receipt by the Company's subsidiary, Level 3
Financing, Inc.,

         of borrowings of at least $730 million under a proposed

         new senior secured term loan, into which it is seeking to

         enter, and



     (2) its receipt of gross proceeds of at least $320 million

         from its issuance of new convertible senior notes in a

         private placement.



The Offers are subject to the satisfaction or waiver of certain
other conditions.  In connection with amending the Tender Cap,
Level 3 Financing has increased the size of its proposed new
senior secured term loan to $730 million.

As described in the Offer to Purchase, Level 3 will have no
obligation to accept for purchase or to pay for Notes tendered
pursuant to the Offers in an aggregate principal amount in excess
of the Tender Cap of $1.105 billion.  To the extent that one or
more of the Offers are oversubscribed, validly tendered Notes in
each series will be accepted for payment in accordance with each
series' Maximum Offer Amount and Acceptance Priority Level.  For
instance, Notes in the Offer with the first Acceptance Priority
Level will be accepted up to the Maximum Offer Amount for that
series before Notes in the Offer with the second Acceptance
Priority Level (subject to the amount of Tender Cap remaining
available).  If the aggregate principal amount or principal amount
at maturity of Notes tendered in any Offer exceeds either the
Maximum Offer Amount applicable to such series or, if lesser, the
amount of the Tender Cap remaining available for application to
the Acceptance Priority Level applicable to such Offer, then, if
the Company accepts Notes of such series for purchase, the Company
will accept such Notes on a pro rata basis.

This announcement is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of an offer to sell
securities with respect to any series of Notes.  The Offers may
only be made pursuant to the terms of the Offer to Purchase and
the related Letter of Transmittal.

Copies of the Offer to Purchase and the related Letter of
Transmittal may be obtained from the Information Agent for the
Offers, Global Bondholder Services Corporation, at (212) 430-3774
and (866) 873-6300 (collect).

Merrill Lynch & Co. is the Dealer Manager for the Offers.
Questions regarding the Offers may be directed to Merrill Lynch &
Co. at (800) ML4-TNDR (toll-free) and (212) 449-4914.

                        About the Company

Level 3 (Nasdaq: LVLT) -- http://www.Level3.com/-- is an  
international communications and information services company.  
The company operates one of the largest Internet backbones in the
world, is one of the largest providers of wholesale dial-up
service to ISPs in North America and is the primary provider of
Internet connectivity for millions of broadband subscribers,
through its cable and DSL partners.  The company offers a wide
range of communications services over its 23,000-mile broadband
fiber optic network including Internet Protocol (IP) services,
broadband transport and infrastructure services, colocation
services, and patented softswitch managed modem and voice
services.  

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 18, 2004,
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.


LEVEL 3: Selling $320 Million Senior Notes via Private Offering
---------------------------------------------------------------
Level 3 Communications, Inc. (Nasdaq: LVLT) will sell $320 million
of a new series of its 5.25% Convertible Senior Notes due 2011 in
a private offering to "qualified institutional buyers" as defined
in Rule 144A under the Securities Act of 1933.  The Notes will be
convertible into the company's common stock at a conversion price
of $3.984 per share.  Level 3 has granted the initial purchasers a
30-day option to purchase up to $25 million aggregate principal
amount of additional Notes.  The offering is expected to be
completed (subject to customary closing conditions) on December 2,
2004, the currently scheduled settlement date for Level 3's
pending debt tender offers.

Level 3 intends to use a portion of the net proceeds from the
offering of the Notes, together with borrowings under a
$730 million senior secured term loan that is expected to be
entered into by its subsidiary, Level 3 Financing, Inc., to fund
the purchase of certain debt securities due 2008 pursuant to Level
3's currently pending debt tender offers.  Level 3 has increased
to $1.105 billion the maximum aggregate principal amount of the
debt securities that it could be obligated to accept for payment
in the debt tender offers.

In addition, Level 3 intends to use a portion of the net proceeds
from the offering of the Notes to enter into bond hedge and
warrant transactions with respect to its common stock.  The
transactions are designed to enable the company to limit dilution
from the conversion of the Notes.  The transactions would
effectively increase the anticipated conversion premium to
approximately 80.7%.  The cost of the bond hedge and warrant
transactions is estimated to be approximately 17.8% of the gross
proceeds from the offering of the Notes.

The Notes will not be registered under the Securities Act of 1933,
as amended or any state securities laws and, unless so registered,
may not be offered or sold except pursuant to an applicable
exemption from the registration requirements of the Securities Act
of 1933 and applicable state securities laws.

                        About the Company

Level 3 (Nasdaq: LVLT) -- http://www.Level3.com/-- is an  
international communications and information services company.  
The company operates one of the largest Internet backbones in the
world, is one of the largest providers of wholesale dial-up
service to ISPs in North America and is the primary provider of
Internet connectivity for millions of broadband subscribers,
through its cable and DSL partners.  The company offers a wide
range of communications services over its 23,000-mile broadband
fiber optic network including Internet Protocol (IP) services,
broadband transport and infrastructure services, colocation
services, and patented softswitch managed modem and voice
services.  

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 18, 2004,
Fitch Ratings assigned a 'B-' senior secured rating to the
seven-year $450 million senior secured term loan facility at Level
3 Financing, Inc.  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.


LEVEL 3: Fitch Affirms Low-B & Junk Ratings on Loans
----------------------------------------------------
Fitch Ratings affirmed the 'B-' senior secured term loan and
'CCC+' senior unsecured ratings of Level 3 Financing, Inc.

Additionally, Fitch affirmed the 'CCC-' senior unsecured and 'CC'
convertible subordinated debt ratings of Level 3 Communications,
Inc.

The Rating Outlook is Stable.

Fitch's rating actions reflect the company's announcement that it
has increased the debt tender to $1.105 billion from $450 million
maximum aggregate principal amount of its outstanding debt
securities due 2008.

As a result, the company increased the size of its proposed senior
secured term loan to $730 million from $450 million.  
Additionally, it should be noted that Level 3 placed $320 million
of senior convertible notes up from an original estimate of $200
million.

Fitch initially rated these new debt components on November 16,
2004.  Fitch's ratings reflect Level 3's high leverage, which is
expected to remain near 10 times through 2005, expectation of
negative free cash flow at least through 2005, a large debt
maturity in 2008, customer concentration, and the competitive
landscape.

The company's tender increase should result in a reduction of the
Level 3 2008 debt maturity amount from approximately $2.37 billion
to $1.265 billion.  From a credit perspective, this is a
significant positive improvement in a large maturity risk for the
company.  With the exception of $144 million of maturities in
2005, Level 3 does not have any maturities until 2008.

The upsized term loan has the same covenants as those in the
company's $500 million senior unsecured notes at Level 3
Financing.  The 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 1.5x consolidated cash flow available for fixed charges
of parents and restricted subsidiaries.

Also, the company can incur liens associated with securing
purchase money debt in an aggregate amount not to exceed 5% of the
parent's consolidated tangible assets.

The ratings at Level 3 Financing reflect the strong recovery
prospects of the secured term loan and the senior unsecured notes,
which have an unsecured guaranty from Level 3 Communications, LLC.  

It should be noted that the secured term loan 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 term loan.

The ratings at Level 3 reflect the low recovery prospects
resulting from the more senior priority of approximately $1.23
billion of debt at Level 3 Financing.

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-$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.

Notwithstanding 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 -- RFPs -- associated
with this servicee, as well as signing many value added reseller -
- VAR -- 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.  Fitch will continue to monitor
the company's ability to improve its free cash flow generation, as
well as reduce leverage and further address its maturity schedule.


LORAL SPACE: Hires S&P as Asset Valuation Consultants
-----------------------------------------------------
Loral Space & Communications Ltd. and its debtor-affiliates sought
and obtained permission from the U.S. Bankruptcy Court for the
Southern District of New York to hire Standard & Poor's Corporate
Value Consulting Services as asset valuation consultants, nunc pro
tunc to August 4, 2004.

Standard & Poor's will:

    a) assist in determining the fair value of the Debtors'
       assets and liabilities appearing on their books and
       records, pursuant to which the firm will:

          i) discuss the Debtors' management concerning history
             and future operations of their businesses, all
             material contracts and legal rights of the estates
             and analysis of certain data provided by the
             Debtors' management in connection with the
             valuation;

         ii) analyze among other things the historical operating
             and financial results of the Debtors' businesses,
             and financial and operating projections including
             revenues, operating margins, working capital
             investments and capital expenditures;

        iii) inspect certain of the Debtors' large facilities
             and key tangible assets; and

         iv) analyze financial data for publicly traded or
             private companies engaged in the same or similar
             lines of business as the Debtors; and

    b) provide the Debtors with preliminary and final reports
       containing the results of the valuation of the Debtors'
       assets and liabilities.

Standard & Poor's professionals will charge the Debtors at
discounted hourly rates ranging from $50 to $420.

Frank J. La Greca, at Standard & Poor's, assured the Court of the
Firm's "disinterestedness" as defined by Section 101(14) of the
Bankruptcy Code.

                        About the Company

Loral Space & Communications is a satellite communications
company.  It owns and operates a fleet of telecommunications
satellites used to broadcast video entertainment programming,
distribute broadband data, and provide access to Internet services
and other value-added communications services.  Loral also is a
world-class leader in the design and manufacture of satellites and
satellite systems for commercial and government applications
including direct-to-home television, broadband communications,
wireless telephony, weather monitoring and air traffic management.

The Company and various affiliates filed for chapter 11 protection
(Bankr. S.D.N.Y. Case No. 03-41710) on July 15, 2003.  Stephen
Karotkin, Esq., and Lori R. Fife, Esq., at Weil, Gotshal & Manges
LLP, represent the Debtors in their restructuring efforts.  When
the company filed for bankruptcy, it listed total assets of
$2,654,000,000 and total debts of $3,061,000,000.


LORAL SPACE: Gets Court Nod to Launch XTAR Satellite
----------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York gave his approval to launch Loral
Space & Communications Ltd. and its affiliates' XTAR Satellite
without launch insurance coverage.  The Debtors are also
authorized to either purchase in-orbit insurance for the Satellite
or make a capital contribution to XTAR in an amount not to exceed
$635,000 to fund a portion of in-orbit insurance.

The Debtors explained that their funds were used up to purchase
and install equipment and software that will enable XTAR to access
and operate its antennas on the ground stations located in Spain
and in Pennsylvania.

Despite significant efforts, the Debtors were unable to obtain
sufficient funds to procure launch insurance for the satellite.

Launch insurance covers the time between intentional ignition of
the launch vehicle to separation of the satellite from the launch
vehicle -- a period of approximately two hours.  

The Debtors estimate that the effective cost of launch insurance
to cover XTAR Satellite would be at least $14.1 million.

                       Background on XTAR

Loral entered into an agreement in 2001 with Hisdetat Servicios
Estrategios, S.A., to form XTAR, LLC, to develop, own and operate
one or more X-band geostationary satellites to provide services to
the U.S., Spain and other countries.

Loral owned 56% of the membership interests while Hisdetat owned
the remaining 44%.

                       About the Company

Loral Space & Communications Ltd. is a satellite communications
company.  It owns and operates a fleet of telecommunications
satellites used to broadcast video entertainment programming,
distribute broadband data, and provide access to Internet services
and other value-added communications services.

Loral also is a world-class leader in the design and manufacture
of satellites and satellite systems for commercial and government
applications including direct-to-home television, broadband
communications, wireless telephony, weather monitoring and air
traffic management.

Currently, Loral's business operates an international fleet of
five satellites.

The Company and various affiliates filed for chapter 11 protection
(Bankr. S.D.N.Y. Case No. 03-41710) on July 15, 2003.  Stephen
Karotkin, Esq., and Lori R. Fife, Esq., at Weil, Gotshal & Manges
LLP, represent the Debtors in their restructuring efforts.  When
the company filed for bankruptcy, it listed total assets of
$2,654,000,000 and total debts of $3,061,000,000.


MORGAN STANLEY: Fitch Puts BB+ Rating on Class H Certificates
-------------------------------------------------------------
Fitch Ratings affirms Morgan Stanley Dean Witter Capital I Trust
commercial mortgage pass-through certificates, series 2003-HQ2:

     -- $180 million class A-1 at 'AAA';
     -- $522.2 million class A-2 at 'AAA';
     -- Interest Only (I/O) class X-1 at 'AAA'
     -- I/O class X-2 at 'AAA';
     -- $39.6 million class B at 'AA';
     -- $41.9 million class C at 'A';
     -- $9.3 million class D at 'A-';
     -- $9.3 million class E at 'BBB+';
     -- $10.5 million class F at 'BBB';
     -- $8.2 million class G at 'BBB-';
     -- $14 million class H at 'BB+'.

Fitch does not rate classes J, K, L, M, N, or O.

The affirmations are due to the stable pool performance, scheduled
amortization, and the repayment of the Tippecanoe Mall (6.2% of
the original pool balance).  As of the November 2004 distribution
date, the pool's aggregate principal balance has decreased 7.3% to
$862.9 million from $931.6 million at issuance.

Currently, one loan (1% of the pool) is in special servicing, a
multifamily property in Dallas, Texas.  The loan was transferred
to the special servicer in June 2004 due to the borrower failing
to make debt service payments.  Currently, the loan is 90 days
delinquent and a receiver has been appointed.  

The property performance has significantly deteriorated since
issuance.  According to the special servicer, Wells Fargo Bank,
N.A, occupancy has dropped below 20% due to an increase in crime
and deferred maintenance.

Wells Fargo Bank, N.A., the master servicer, collected year-end
2003 operating statements for 88.2% of the transaction.  The YE
2003 weighted average debt service coverage ratio -- DSCR -- based
on net operating income -- NOI -- is 1.76 times, compared with
1.77x at issuance for the same loans.

At issuance, Fitch considered five loans to have investment-grade
credit assessments, of which one loan has paid in full (6.2% of
original pool balance).  Fitch reviewed operating statement
analysis reports and other performance information provided by
Wells for the four remaining credit assessed loans (38.5% of
pool).

The DSCR for the loans are calculated based on a Fitch-adjusted
net cash flow -- NCF -- and a stressed debt service based on the
current loan balance and a hypothetical mortgage constant.

1290 Avenue of the Americas (19.1%) is secured by a 43-story class
A office building totaling 2.0 million square feet, located in
midtown Manhattan, New York.  The interest-only whole loan as of
November 2004 has an outstanding principal balance of $440
million.

The whole loan was divided into four pari passu notes and a
subordinate B note.  The $130 million A-4 and the $35 million
A-5 notes serve as collateral in the subject transaction.  As of
YE 2003, the Fitch-adjusted NCF increased 3% since issuance.  The
corresponding DSCR as of YE 2003 was 1.51x, compared with 1.47x at
issuance.

Although there is a considerable amount of lease exposure
throughout the loan term (70% net rentable area), the borrower
posted a $15 million leasing reserve account at issuance, and the
average building rent is currently below market rent.

The remaining three credit assessed loans have performed as
expected.  Oakbrook Center (9.5%) is secured by 1.6 million sf of
a 2.4 million sf super regional mall located in Oak Brook,
Illinois.  As of YE 2003, the Fitch-adjusted NCF has increased 2%
since issuance.  The corresponding DSCR as of YE 2003 was 1.53x,
compared with 1.49x at issuance.  As of June 2004, the occupancy
remained flat since issuance at 93.4%.

52 Broadway (6.8%) is secured by a 399,935 sf 20-story office
building located in the downtown financial district of Manhattan,
New York.  The property is 100% leased by United Federation of
Teachers -- UFT -- on a triple-net basis -- NNN --through 2034,
well beyond debt maturity.  The property has remained stable since
issuance.

The TruServ Portfolio (3.1%) is secured by three warehouse
facilities totaling 1.5 million sf, 100% leased by TruServ
Corporation on a NNN basis through December 2022.


NOMURA CBO: S&P Upgrades Rating on $105.3M Class A-3 Notes to CC
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
A-2 notes issued by Nomura CBO 1997-2 Ltd., a high-yield arbitrage
CBO transaction, and removed it from CreditWatch positive, where
it was placed October 27, 2004.  At the same time, the rating on
the class A-3 notes is lowered and removed from CreditWatch
negative, where it was also placed October 27, 2004.

The raised rating on the class A-2 notes reflects factors that
have positively affected the credit enhancement available to
support the notes since the rating was previously lowered in
August 2003.  These factors include continuing pay down of the
class A-2 notes and an increase in subordination levels.  Since
the time of the last rating action, the deal has paid down
$93.61 million to the class A-2 noteholders.

The lowered rating on the class A-3 notes reflects factors that
have negatively affected the credit enhancement available to
support notes since the rating was previously lowered in August
2003.  These factors include a continuing deterioration in par.  
The deal has experienced a total of $26.25 million in defaults
since the last rating action.  As of the most recently available
monthly trustee report (November 2, 2004), the deal holds
$56.92 million worth of securities that are in default.

According to the November 2, 2004 trustee report, the weighted
average coupon was at 10.16%, versus a minimum required ratio of
10.25%.
   
      Rating Raised and Removed from Creditwatch Positive
   
                 Nomura CBO Series 1997-2 Ltd.

                  Rating                    Current
       Class   To         From              Balance (mil)
       -----   --         ----              -------------
       A-2     AAA        AA+/Watch Pos           $56.38
     
      Rating Lowered and Removed from Creditwatch Negative
                 Nomura CBO Series 1997-2 Ltd.

                  Rating                    Current
       Class   To         From              Balance (mil)
       -----   --         ----              -------------
       A-3     CC         CCC-/Watch Neg         $105.3
     
Transaction Information:

Issuer:              Nomura CBO 1997-2 Ltd.
Current manager:     Nomura Corporate Research and Asset
                     Management Inc.
Underwriter:         Bear Stearns
Trustee:             JPMorganChase Bank
    
       Tranche                 Initial  Last      Current
       Information             Report*  Downgrade Action
       -----------             -------  --------- -------
       Date (MM/YYYY)          4/2000   8/2003    11/2004

       Cl A-2 note rating      AAA      AA+       AAA
       Cl A-2 note bal (mm)    $150.00  $150.00   $56.38
       Cl A-3 note rating      A        CCC-      CC
       Class A-3 note bal (mm) $105.3   $105.3    $105.3
       Class A O/C Ratio       115.9%   96.49%    86.88%
  
       * Earliest available report.
    
         Perfroming Portfolio Benchmarks       Current

         S&P Wtd. Average Rating               B
         S&P Default Measure                   6.29%
         S&P Variability Measure               3%
         S&P Correlation Measure               1.15
         Wtd. Avg. Coupon                      10.1%
         Oblig. Rtd. 'BBB-' and above          .57%
         Oblig. Rtd. 'BB-' and above           24.26%
         Oblig. Rtd. 'B-' and above            78.84%
         Oblig. Rtd. in 'CCC' range            19.44%
         Oblig. Rtd. 'SD' or 'D'               30.9%
    
                  S&P Rated OC (ROC)   Current
                  ------------------   -------
                  Class A-2 notes      125.19%


NORTH ATLANTIC: S&P Places B+ Rating on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services placed the 'B+' corporate
credit rating and other ratings on smokeless tobacco processor and
niche cigarette manufacturer North Atlantic Holding Company, Inc.,
and its wholly owned subsidiary, North Atlantic Trading Co., Inc.,
on CreditWatch with negative implications.  About $347 million of
rated debt on New York-based North Atlantic is affected.  The
rating action follows the company's weaker-than-expected operating
performance in the third quarter and through the first nine months
of fiscal 2004, ended September 30, 2004.

"Results were affected by very competitive market conditions,
volume declines, and slower-than-expected realization of cost
savings and synergies," said Standard & Poor's credit analyst
Jayne M. Ross.

"In addition, the company expects to be in violation of its
fixed-charge covenant requirement for the 12 months ended
March 31, 2005, and June 30, 2005, respectively.  North Atlantic
is currently in discussions with lenders on amending the covenant.  
If a default were to occur under the bank credit agreement, it
would also trigger an event of default under the senior notes."

Standard & Poor's will meet with management to discuss the current
operating environment and North Atlantic's business strategies and
financial policies.  Furthermore, before resolving the CreditWatch
listing, S&P will monitor the company's efforts to secure
amendments to its existing senior secured credit facility.


NRG ENERGY: Registers Senior Secured Notes Due 2013 with SEC
------------------------------------------------------------
NRG Energy, Inc. (NYSE:NRG) has filed a registration statement on
Form S-4 with the Securities and Exchange Commission in connection
with its exchange offer for the issuance and sale of NRG's 8%
Second Priority Senior Secured Notes due 2013.  The notes were
issued in December 2003 and January 2004.  The exchange notes will
be identical in all material respects to the notes being
exchanged, except that the transfer restrictions and registration
rights relating to the outstanding notes will not apply to the
exchange notes.

Although the registration statement relating to these securities
has been filed with the Securities and Exchange Commission, it has
not yet become effective.  These securities may not be sold nor
may offers to buy be accepted prior to the time the registration
statement becomes effective.  This news release does not
constitute an offer to sell or the solicitation of an offer to
buy, nor will there be any sale of these securities in any state
in which that offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
state.

NRG Energy, Inc., owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States.  Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003.  The Company emerged from chapter
11 on December 5, 2003, under the terms of its confirmed Second
Amended Plan.  James H.M. Sprayregen, Esq., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq., at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring. (NRG Energy
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ONSITE TECH: Court Converts Chapter 11 Case to Chapter 7
--------------------------------------------------------
The Honorable Wesley W. Steen of the U.S. Bankruptcy Court for the
Southern District of Texas converted Onsite Technology, L.L.C.'s
Chapter 11 bankruptcy case to a Chapter 7 liquidation proceeding
on October 28, 2004, at DuraTherm, Inc., DuraTherm Group, Inc.,
and Rineco Recyling, L.L.C.'s request.

DuraTherm, Inc., DuraTherm Group and Rineco Recyling are creditors
and parties-in-interest in the Debtor's chapter 11 case.

DuraTherm, Inc., and DuraTherm Group obtained a verdict in their
favor on August 30, 2004, in the U.S. District Court for the
Southern District of Texas for an intentional patent infringement
suit they brought against the Debtor.  A jury awarded the
DuraTherm Companies $7,344,592.50 in damages.

Judge Steen based his decision on the facts cited by the DuraTherm
Companies and Rineco Recycling in their motions:

    a) Since its bankruptcy filing, OnSite Technology continued to
       pursue its business plan of exhausting the DuraTherm
       Companies' resources to delay recovery of their claims by
       costly litigations, while simultaneously destroying all
       potential value of its assets to prevent its creditors from
       recovering any value from its remaining assets;

    b) James S. Parcell, the President of Onsite Technology stated
       during the creditors' meeting that a viable plan of
       reorganization depended on the Debtor's plan to sell its
       thermal desorption equipment and obtain service contracts
       to provide a source of revenues, but investigations
       concluded that:

        (i) the Debtor has not sold a thermal desorption unit
            since 2001, and

       (ii) the only domestic service contract it had since 2001
            is with Rineco Recycling, which has been cancelled and
            is now under litigation;

    c) The District Court has entered a permanent injunction
       against the Debtor in connection with DuraTherm's lawsuit
       that bars the Debtor from marketing its desorption units
       from any location within the U.S., depriving it of its
       primary source of revenues;

    d) During the creditors' meeting on October 5, 2004, the
       Debtor's chief financial officer testified that:

        (i) since the Petition Date, the Debtor had only
            receipts amounting to just $500, and

       (ii) the Debtor had a monthly expense rate of approximately
            $50,000 per month but it had only total cash reserves
            of $75,000; and

    e) From reliable information gathered, the Debtor no longer
       employed its staff of trained thermal desorption operators
       who were vital for the operation of the desorption units.

The Court concluded that these facts demonstrated bad faith on the
part of the Debtor's fiduciary responsibilities to its creditors
and offered no possibility for the Debtor to restructure under
Chapter 11.

The Court appointed Lowell T. Cage as the Chapter 7 Trustee of
Onsite Technology's estate.

Headquartered in Houston, Texas, Onsite Technology, L.L.C. --
http://www.onsite2.com/-- offers an alternative way of recycling
waste materials. The Company filed for chapter 11 protection on
August 10, 2004 (Bankr. S.D. Tex. Case No. 04-41399).  The Court
converted the case to a chapter 7 proceeding on October 28, 2004.
Anne E. Catmull, Esq., at Hughes Watters & Askanase LLP,
represents the Debtor.  When the Debtor filed for chapter 11
protection, it listed more than $10 million in estimated assets
and more than $1 million in estimated debts.


PARK-OHIO: Moody's Junks Planned $200M Senior Subordinated Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Park-Ohio
Industries, Inc.'s proposed $200 million of new guaranteed senior
subordinated notes due 2014.  The net proceeds of these proposed
notes, along with borrowings under the company's revolving credit
facility, will be applied toward the repayment of Park-Ohio's
existing 9.25% unguaranteed senior subordinated notes due December
2007.  Moody's affirmed all of Park-Ohio's existing ratings and
maintained the stable outlook.

The company commenced a tender offer for any and all of its
existing senior subordinated notes on November 9, 2004.  In
conjunction with the tender offer, Park-Ohio is soliciting
consents to eliminate substantially all restrictive covenants and
also shorten the minimum period required for notice of redemption
of the notes for any existing notes that are not tendered.  The
tender offer is conditioned upon the successful financing of the
new guaranteed senior subordinated notes issuance as well as other
general conditions.  The anticipated tender premium to be paid
approximates $4 million.  The existing notes are otherwise
callable, with the redemption price scheduled to decline on
December 1, 2004, to 101.542%, from 103.083%.  It is expected that
Moody's will withdraw the rating of the existing senior
subordinated notes upon completion of the proposed transactions.  
To the extent that the tender offer is successful but a material
stub of the existing subordinated notes remains with minimal
covenant protection, any remaining existing notes would likely
either be called by the company as of December 1, 2004 (or
otherwise face a rating downgrade).

These specific rating actions were taken with regard to Park-Ohio:

   -- Assignment of Caa1 rating for Park-Ohio's proposed $200
      million of guaranteed senior subordinated notes due
      November 2014, to be issued under Rule 144A with
      registration rights;

   -- Affirmation of Caa1 rating for Park-Ohio's existing $200
      million of 9.25% unguaranteed senior subordinated notes due
      December 2007, which rating presumes that these notes will
      be refinanced and the rating withdrawn upon completion of
      the tender offer in process;

   -- Affirmation of Park-Ohio's B2 senior implied rating;

   -- Affirmation of Park-Ohio's B3 senior unsecured issuer rating

Park-Ohio additionally has in place a $185 million guaranteed
senior secured asset-based revolving credit facility maturing
July 2007, which is not rated.  The company does not have any off-
balance sheet liquidity facilities in effect.

The ratings continue to reflect Park-Ohio's high leverage, along
with the lagged effect of the company's margin improvement
relative to the rate of recent revenue growth.  The company also
has significant working capital requirements, faces negative 2004
free cash flow generation (due primarily to start-up costs
associated with rapid growth activity, significant working capital
usage, rising steel and energy costs, and the acquisition of
Amcast Automotive Components), and is projected to generate
ongoing free cash flow at only 3.5% of revenues or lower.  Moody's
believes that the growth model for Park-Ohio's Integrated
Logistics Segment presents material inventory risk, since
Park-Ohio will have to perpetually finance a steadily growing base
of inventory of parts to be purchased from the company on a
just-in-time basis by customers.  Park-Ohio additionally remains
exposed to the potential cost of steel and other raw materials
price increases or materials shortages associated with this
inventory, or the failure of customers to follow through with
purchasing product as originally indicated.  While Park-Ohio has
sophisticated information systems to effectively manage inventory
flow and has historically been successful with regard to
negotiating price increases and surcharges deemed necessary by
external economic factors, the company's customers are not
typically under contractual obligation to purchase the company's
products.  Long-term contracts generally establish pricing terms,
but do not obligate minimum or exclusive purchases by customers.  
To the company's credit, it does not have a history of material
inventory writeoffs of this nature.  This is likely attributable
to the breadth of critical parts sourced and supplied by Park-Ohio
across multiple customer programs which are essential for customer
production schedules to stay on track, together with the high
switching costs and significant inconvenience customers experience
when changing suppliers.  While Park-Ohio's industrial-focused
business lines are geared to end customers that are presently
benefiting from the current economic upturn, Park-Ohio remains a
highly cyclical business that derives more than 90% of its
revenues in North America.  Moody's thereby believes that the
industrial business focus therefore necessitates greater rates of
debt reduction during periods of favorable economic activity.

The ratings and stable outlook reflect Park-Ohio's favorable cash
interest coverage relative to its ratings, in addition to the
improved debt maturity profile that will result from the proposed
refinancing of its subordinated debt.  Park-Ohio has realized
approximately $25 million of annual cost reductions since 2000 to
date and is winding down its restructuring activities (with the
exception of current initiatives to integrate the August 2004
acquisition of the Amcast Automotive Components aluminum
business).  While Park-Ohio has experienced some cost increases
associated with rising commodity prices pertaining to steel, the
net incremental cost has been managed down to less than 1% of
revenues.  Park-Ohio has additionally negotiated customer
pass-throughs in the form of either prices increases or surcharges
exceeding more than 50% of the total increase in cost (subject to
a lag period.) In addition, Park-Ohio is taking opportunities to
source components from alternative suppliers in lower-cost
countries, and in some cases is evaluating the use of alternative
materials.

Given the diversity of its business lines and its broad product
portfolio, Park-Ohio's customer base is highly diversified among
customers and industries.  The largest single customer accounts
for less than 12% of sales, and the next largest customer accounts
for no more than 6% of sales.  The automotive industry notably
contributes under 30% of consolidated revenues, and is most
attributable to Park-Ohio's Aluminum Products segment.  With
regard to the company's ILS segment, high switching costs
discourage customers from changing suppliers in the absence of
quality or service failures.  Park-Ohio's prior investments in
capital expenditures and infrastructure leave the company well
positioned to absorb substantial growth without the need for
capital investment in excess of depreciation levels.  The company
has already taken steps to establish some capacity in China in
order to develop new business within the local Asian markets.  The
company had a $35.7 million net operating loss carryforward in
effect as of December 2003 and is not currently a federal taxpayer

Park-Ohio's $185 million asset-based guaranteed senior secured
revolving credit facility matures in July 2007 and is secured on a
first-priority basis by all assets.  The borrowing base
calculation, which includes advance rates against eligible
receivables, inventory, and equipment, currently approximates the
full committed amount of the facility and does not restrict
borrowing availability.  The only financial covenant remaining in
effect is a debt service coverage test, which is in compliance
with substantial cushion.  Pro forma unused effective availability
after completion of the proposed transactions is estimated at
about $38 million, which Moody's considers adequate.  Park-Ohio
represents that it does not typically experience significant
seasonality or intra-period swings, but an enlarged external
credit commitment would provide additional comfort given that the
company's revenue base is growing and working capital requirements
are substantial.

The Caa1 rating of the proposed $200 million of guaranteed senior
subordinated unsecured notes reflects their contractual
subordination to senior indebtedness of Park-Ohio and its
guarantors, and structural subordination to obligations of all
non-guarantors.  Guarantees will be provided on a senior
subordinated basis by all existing and future material domestic
subsidiaries.  Foreign subsidiaries and immaterial domestic
subsidiaries currently account for approximately 11% of
consolidated revenues and 12% of consolidated assets.  The notes
will be non-call for five years, with the exception of a 40%
equity clawback provision that will remain in effect until
November 2007 and a change of control redemption feature at 101.  
The notes will also contain restrictions on the layering of debt,
as well as a 30-day grace period for non-payment of interest.

Future events that would potentially have a negative impact on
Park-Ohio's ratings or outlook include:

   (1) deterioration in working capital management (particularly
       with regard to ILS inventories),

   (2) rising leverage,

   (3) declining liquidity,

   (4) increased raw materials prices which are not effectively
       offset by alternative sourcing or pass-throughs to
       customers,

   (5) declines in industrial demand versus projected levels due
       to unforeseen economic events (which translate into lower
       revenues and reduced fixed cost absorption),

   (6) ineffective integration of the Amcast Automotive Components
       acquisition, additional acquisition activity, or

   (7) actions to initiate share buybacks, dividends, or a return
       of capital to equity investors.

Future events that would potentially have a favorable impact on
Park-Ohio's ratings or outlook include:

   (1) more significant margin improvement commensurate with
       anticipated volume increases,

   (2) positive free cash flow and debt reduction reducing
       debt/EBITDAR leverage,

   (3) reduced working capital turnover days,

   (4) reduced exposure to inventory losses and raw materials
       price fluctuations (particularly within the integrated
       logistics business segment) through contractual or other
       changes to business practices,

   (5) evidence that margins associated with the Amcast Automotive
       Components acquisition have caught up with margins for the
       company's pre-existing aluminum business, or

   (6) the sale of material non-core assets or an equity offering
       for which the net proceeds are applied against outstanding
       debt.

For the last twelve months ended September 30, 2004, Park-Ohio's
total debt/EBITDAR leverage (including letters of credit and the
present value of operating leases as debt) was high at
approximately 5.6x.  EBIT coverage of cash interest coverage was
good at about 1.9x.  Free cash flow for the period was
approximately negative $7.9 million, however, after factoring in
an approximately $32.5 million increase in net working assets,
almost $9 million in capital expenditures, and about $10 million
of cash paid for the Amcast Automotive Components acquisition.
Park-Ohio financed the full cash purchase price of the acquisition
under its revolving credit facility.

Park-Ohio, headquartered in Cleveland, Ohio, is an industrial
supply chain logistics and diversified manufacturing business
operating in three segments: Integrated Logistics Solutions (ILS),
Aluminum Products, and Manufactured Products.  Through September
2004, these segments contributed 58%, 15%, and 27% of revenues,
respectively.  The company serves various industrial sectors,
including automotive, heavy-duty truck, industrial equipment,
steel, rail, electrical controls, aerospace and defense, lawn and
garden, and semiconductors.  Park-Ohio's 2004 revenues will
approximate $780 million and are expected to increase materially
during 2005 as a result of improved economic conditions and the
full-year impact of acquisitions.


PIONEER NATURAL: Names T.L. Dove as COO & R.P. Dealy as CFO
-----------------------------------------------------------
Pioneer Natural Resources Company (NYSE:PXD) reported that
Timothy L. Dove has been named President and Chief Operating
Officer and Richard P. Dealy has been named Executive Vice
President and Chief Financial Officer.  Both positions will report
to Scott D. Sheffield, Pioneer's Chairman and CEO.

As President and COO, Mr. Dove will be responsible for all of
Pioneer's oil and gas assets and operations, both domestic and
international, and for the Company's engineering and oil and gas
marketing activities.  Mr. Dove was formerly Pioneer's Executive
Vice President and CFO.

"As an integral part of our management team for many years, Tim
has earned our respect as a strategic leader with a broad depth of
knowledge," stated Mr. Sheffield.  "I am confident that our asset
teams will benefit from his leadership, and I look forward to
continuing to work with Tim to increase Pioneer's value for our
stakeholders and employees."

Mr. Dealy, currently Pioneer's Vice-President and Chief Accounting
Officer, will replace Mr. Dove as CFO, and Darin G. Holderness has
agreed to join the Company as Vice President and Chief Accounting
Officer.  He will report to Mr. Dealy.

"Rich is a valued member of Pioneer's management team, and I'm
certain that with his financial experience and leadership skills,
he will continue to serve the Company well as CFO.  We also
welcome Darin to Pioneer to head up our accounting group, and are
pleased to be gaining the benefit of his extensive industry
experience," stated Mr. Sheffield.

Mr. Dove has been with Pioneer for the past 10 years serving in
various vice president roles with responsibility for international
activities and business development and has served as Executive
Vice President and CFO since 2000.  Prior to joining Pioneer, he
was with Diamond Shamrock and its successor, Maxus Energy, serving
in various capacities in international exploration and production,
marketing, refining, and planning and development.  Mr. Dove
earned his Bachelor of Science degree in mechanical engineering
from Massachusetts Institute of Technology in 1979 and received
his M.B.A. from the University of Chicago in 1981.

Mr. Dealy joined Pioneer's accounting team in 1992 and was
promoted to Vice President and Chief Accounting Officer in 1998
having served as Controller since 1995.  He is a Certified Public
Accountant, and prior to joining Pioneer, he was with KPMG Peat
Marwick.  Mr. Dealy graduated with honors from Eastern New Mexico
University with a Bachelor of Business Administration degree in
Accounting and Finance.

Mr. Holderness is also a Certified Public Accountant and joins
Pioneer with 18 years of industry accounting experience, most
recently as Vice President, Finance and Treasurer of Basic Energy
Services, Inc.  He joined a predecessor of Pure Resources, Inc.,
in 1998 as an officer and Assistant Controller and became Vice
President and Controller in 2002.  He began his professional
career with KPMG Peat Marwick in 1986 after graduating from Boise
State University with a Bachelor of Business Administration degree
in Accounting.

Pioneer Natural Resources Company is a large independent oil and
gas exploration and production company with operations in the
United States, Argentina, Canada, Equatorial Guinea, South Africa
and Tunisia.  Pioneer's headquarters are in Dallas.  For more
information, visit Pioneer's Web site at http://www.pioneernrc.com/

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 17, 2004,
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on Pioneer Natural Resources Co. to
'BBB-' from 'BB+'.  The outlook is stable.


PORT AUTHORITY: Fitch Affirms BB+ Rating on $934 Million Bonds
--------------------------------------------------------------
Fitch Ratings affirms the 'BB+' rating on $934 million Port
Authority of New York and New Jersey's special project bonds (JFK
International Air Terminal LLC Project), series 6.

The bonds are also removed from Rating Watch Negative by Fitch.

The Rating Outlook is Stable.

Facility rental payments made by the lessee (JFK International
Airport) secure the series 6 bonds.  The bonds are insured by MBIA
Insurance Corp, a bond insurer whose insurer financial strength is
rated 'AAA' by Fitch.

The Stable Rating Outlook reflects the high probability of the
imminent resolution of the outstanding lease issues.  On
January 16, 2004, the Port Authority signed a memorandum of
understanding with New York City extending the lease that governs
control of the two NYC airports, JFK and LaGuardia.

Execution of the city lease is anticipated in December 2004.  Upon
execution, the term of JFK International Airport's lease and
amortization of the series 6 debt will be extended to 2025.  These
extensions negate the special mandatory redemption payments -- SMR
-- that would have otherwise been required and could have further
strained JFK IAT's already weak cash flow.

Furthermore, JFK International Airport's management and the Ports
Authority recognize that they must successfully conclude a
subordinate loan restructuring before April 2005.  The Ports
Authority airline leases (Dewey leases) are also complete and
awaiting execution.

The 'BB+' rating reflects the lower-than-expected historical
passenger figures, both pre-and post-September 11, 2001, that have
impacted financial performance.  JFK International Airport's weak
financial margins remain adversely affected by the large debt
load, including $934 million of series 6 bonds and a $163 million
PA subordinate loan for completion funding.

In Fitch's view, the fully funded $93.4 million debt service
reserve fund provides an important liquidity cushion, especially
as prior to fiscal 2004, passenger levels were more than 20% below
the original forecast, generating debt service coverage around 1.0
times.

The marginal financial performance and the debt burden severely
constrained management's ability to make SMR payments or service
the PA subordinate loan.  However, Fitch expects the rebounding
passenger levels to converge with the 2004 projection of six
million passengers and produce debt service coverage near the rate
covenant (1.25x) for the first year since the terminal was
substantially complete.

Positive credit factors include JFK International Airport's
position as the top international passenger gateway in the U.S.
and its's importance to JFK, since it serves approximately 30% of
the airport's total international traffic.

Currently, JFK International Airport Terminal accommodates 70
airline tenants, which is a very high level of diversification for
an individual terminal and mitigates the risks associated with
contract renewals.

JFK International Airport Terminal is a consortium of three
companies formed specifically for this project.  Included in the
consortium is Schiphol USA, Inc. -- a subsidiary of Schiphol
International B.V., whose parent, Schiphol Group N.V., operates
Amsterdam Schiphol Airport in the Netherlands.

Schiphol's level of expertise and worldwide reputation for
managing international airports and developing retail is critical
to the success of this terminal.  To date, Schiphol remains
committed to this project and is working with Ports Authority
management to restructure and increase the financial incentives
for both parties.  

JFK International Airport Terminal management consistently
exhibits the ability to control operating costs, raise revenues,
and attract new air carriers.  Fitch views the long-term viability
of this project to be adequate.

For more information on 'The Port Authority of New York and New
Jersey JFK International Air Terminal L.L.C. Project,' see Fitch
Research dated February 22, 2002, and the Fitch press release
dated March 2, 2004, both available on the Fitch Ratings Web site
at http://www.fitchratings.com/


PROPEX FABRICS: Moody's Junks $150 Million Senior Notes
-------------------------------------------------------
Moody's Investors Service assigned these ratings to Propex
Fabrics, Inc.:

   * $175 million Guaranteed Senior Secured Credit Facility due
     2012 rated B3;

   * $150 million issue of Senior Notes due 2012, rated Caa1;

   * Senior Implied Rating of B3;

   * Issuer Rating of Caa2.

The rating outlook is stable.

This is the first time Moody's has rated the debt of Propex.  Upon
the determination of the financial covenant tests under the credit
facility, a speculative grade liquidity rating will be assigned.

The proceeds of the contemplated transactions plus $70 million of
cash equity and $25 million in seller notes will be used to fund
the $340 million acquisition of Propex from BP Amoco.  The new
corporate entity will consist of a holding company, Propex
Holdings, Inc., which will contribute $95 million of common equity
to its wholly owned subsidiary, Propex, who is the borrower under
the credit facility and the notes.  The borrowings will be
guaranteed by Holdings.

The ratings reflect the high pro forma leverage and the weak cash
flow to service that debt.  Pro forma total debt to last twelve
months ended September 30, 2004, EBITDA is 5.3 times (or 6 times
as adjusted for $33.4 million unfunded pension liability).  
Likewise, pro forma cash from operations less capex for the last
twelve months ended September 30, 2004, to total debt adjusted for
the unfunded pension liability is weak at 6.3% and Moody's
estimates that this measurement will decline to roughly 3% for
fiscal 2005.  The ratings also reflect:

   (1) a three year history of operating losses from the North
       American industrial fabrics segment which represents 20% of
       their revenue base and operating losses in 2001 and 2003
       for the European segment which represents 15.4% of sales;

   (2) declining free cash flow (inclusive of working capital uses
       of $16 million for the last twelve months September 30,
       2004 and estimated use of $11 million for fiscal 2005)
       despite sequential declines in capex; and

   (3) amount of US asset protection vis a vis total debt.

The ratings also reflect the insufficient EBIT-based fixed charge
coverage of 0.9 times pro forma for the twelve months ended
September 30, 2004.

The ratings are supported by:

   (1) the company's leading market share in most product lines
       and dominant position in primary and secondary carpet
       backing;

   (2) the expectation that the unit growth in the carpet backing
       business will be correlated to unit growth in domestic
       carpet manufacturing; and

   (3) a $70 million cash equity injection by the equity sponsors.

The rating outlook is stable.  Any degradation in the quality or
amount of free cash flow generation relative to total leverage
could put negative pressure on the ratings.  However, a
sustainable improvement in operating margins, cash flow
generation, and the EBIT-based fixed charge coverage, along with a
reduction in debt adjusted for unfunded pension liabilities to
about 4.25 times, could lead to a positive outlook.

The purchase price of $340 million appears fully priced.  The
price represents 8.5 times last twelve months September 30, 2004,
EBITDA of $40.1.  If EBITDA is adjusted for such things as LIFO
inventory effect, stand-alone cost estimates, non-recurring costs,
OPEB and pension adjustments, the purchase price would represent a
6.8 times multiple of adjusted EBITDA of $50 million.

The B3 on the senior secured credit facility reflects Moody's
belief that the current degree of asset protection for the senior
creditors from the US domiciled assets may become more limited in
a distress scenario as outstanding under the credit facility would
presumably rise.  The credit facility consists of a
five-year, $65 million senior secured revolving which will be
largely undrawn at closing and a 7-year, $110 million term loan.  
The security consists of a first priority lien on all tangle and
intangible assets of Propex.  The structure anticipates a
mandatory cash sweep of 75% of free cash flow with a step down as
defined.  The holding company is the guarantor under the facility.

The Caa1 rating on the senior unsecured notes reflects the
effective subordination of the notes to the senior secured debt.  
In addition, Moody's believes that the investors could experience
some impairment in a distress scenario.  The notes permit
additional indebtedness as long as pro forma for the new debt, the
fixed charge coverage, as defined in the agreement, is a minimum
of 2 times.  Carve-outs under this test include $10 million of
capital leases, foreign restricted subsidiary indebtedness of up
to $10 million as well as additional consolidated indebtedness of
the company of $20 million. For purposes of compliance, should
indebtedness meet more than one criteria, the company may
reallocate that debt to another bucket.  Dividends are permitted
within specified guidelines.

The issuer rating of Caa2 represents the effective subordination
of non-guarantor senior unsecured debt to the company's guaranteed
debt.

The capitalization of the company by Holdings was accomplished in
part through the issuance of a nine-year 10% PIK seller notes.
Propex does not guarantee the notes.

The equity sponsors include:

         * The Sterling Group L.P. (35.7%);
         * Genstar Capital L.P. (35.7%);
         * Laminar Direct Capital, L.P (14.3%);
         * BNP Paribas Private Capital Group (10%);
         * rollover equity investment of management (4.3%).

Propex Fabrics, Inc., based in Austell, Georgia, is a leading
global manufacturer of primary and secondary carpet backing and
synthetic polypropylene fabrics.  The company has manufacturing
operations in North America, Europe and Brazil.  Sales for fiscal
2003 were $522 million.


PROTECTION ONE: Fitch Places Junk Ratings on Watch Positive
-----------------------------------------------------------
Fitch Ratings has placed Protection One, Inc.'s 'CC' senior
unsecured and 'C' senior subordinated ratings on Rating Watch
Positive.  These notes were issued by Protection One Alarm
Monitoring, Inc., the company's wholly owned subsidiary.

The action follows Protection One's announcement that it has
reached an agreement with affiliates of Quadrangle Group, the
company's largest creditors and its majority equity holders on a
debt restructuring that would reduce Protection One's total debt
by approximately $190 million to approximately $356 million.

Resolution of the Rating Watch Positive will follow completion of
the debt restructuring and the resultant impact on Protection
One's capital structure and liquidity position.  The restructuring
is expected to be finalized by the end of first quarter ending
March 31, 2005.

The debt restructuring agreement includes Protection One reducing
its credit facility (provided by Quadrangle) by $120 million in
exchange for 800,000,000 shares of Protection One's common stock.  
The maturity date of the credit facility has also been extended to
August 15, 2005, from Jan. 5, 2005.

The company has also announced that Westar Energy, its former
parent company, settled tax sharing-related obligations to POI for
$73 million ($45.9 million in cash and by tendering $27.1 million,
including accrued interest, of the 7.375% senior notes due 2005
that Westar Energy currently owns, thus reducing the amount of
outstanding notes to $164.3 million).

The settlement resulted in a pro-forma cash position for POI of
$69.2 million.  Protection One has subsequently used approximately
$17 million of cash to repay principal and interest on the
revolving credit facility, which has been reduced to a current
$201 million from $215.5 million as of September 30, 2004, and is
expected to decline to approximately $81 million after the
completion of the restructuring.

In addition, upon completion of the debt restructuring, the
company expects to make a change of control tender offer for the
$29.9 million 13.625% senior subordinated discount notes due 2005.


QWEST CORP: S&P Assigns BB- Rating to $250 Million Notes
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
incumbent local telephone company Qwest Corp.'s $250 million
7.875% notes due 2011, to be issued under Rule 144A with
registration rights.  This issue is an add-on to the company's
existing $575 million notes.  Proceeds will be used for general
corporate purposes, including funding or refinancing Qwest's
investment in telecommunications assets.

At the same time, Standard & Poor's affirmed the existing ratings,
including the 'BB-' corporate credit, on Qwest Corp. and its
Denver, Colorado-based parent, Qwest Communications International,
Inc.

"The ratings reflect the relatively good overall business risk
profile of Qwest's increasingly challenged, but still well-
positioned, local exchange business," said Standard & Poor's
credit analyst Catherine Cosentino.  "However, this is tempered by
the company's lack of a national wireless presence in contrast to
the other regional Bell operating companies -- RBOCs -- and by a
fairly leveraged financial profile -- largely a legacy of cash
drain from the classic Qwest long-distance business."

The rating incorporates an aggregate potential cash requirement,
including the $250 million SEC settlement, and potential
Department of Justice and shareholder lawsuit settlements and
awards of not in excess of $2.0 billion-$2.5 billion.  This
aggregate threshold includes a review of shareholder lawsuit
awards involving other companies in recent years.

However, this does not reflect Standard & Poor's assessment of the
merits of the government investigations and other lawsuits, nor
does it necessarily reflect our expectations about how these
events will be resolved.  Rather, it factors a maximum tolerance
into the rating.  Current cash balances exceed mandatory debt
maturities through 2006 by about $600 million, before the new
$250 million Qwest Corp. issue.  Accordingly, the rating assumes
that any settlement in the $2.0 billion-$2.5 billion range largely
would be funded with additional debt or the sale of up to
approximately 1 million access lines.  Standard & Poor's notes
that, under the terms of the credit agreement, the company's
revolving credit facility is not available for legal settlements.


QWEST CORP: Moody's Rates Planned $250M Senior Unsec. Notes Ba3
---------------------------------------------------------------
Moody's assigned a Ba3 rating to Qwest Corporation's proposed
$250 million senior unsecured notes issue maturing in 2011 and has
affirmed Qwest Corp's Ba3 senior unsecured long-term ratings.  
Qwest Corp is a regional Bell operating company, whose ultimate
parent is Qwest Communications International Inc.  QC will use the
proposed issue for general corporate purposes including the
funding and refinancing of telecom asset investments.  The rating
reflects Moody's expectations that QC will generate stable free
cash flow in the near future, although it will remain very modest
relative to the consolidated debts it services.  At the same time,
Moody's has affirmed QCII's B2 senior implied rating and all other
ratings consolidated in the organization and has upgraded the
speculative grade liquidity rating from SGL-2 to SGL-1.  Moody's
has also changed the outlook for all ratings from negative to
stable.

Ratings Assigned:

   -- Qwest Corp

      * Proposed $250 million senior unsecured notes -- Ba3

Ratings Affirmed:

   -- QCII

      * Senior Implied rating -- B2

      * $1.775 billion senior unsecured notes - (guaranteed by
        Qwest Services Corporation, secured by second lien on QC
        stock, and contractually senior to other QC 2nd priority
        liens) -- B3

      * 7.50% senior unsecured notes due 11/1/2008 (secured by
        second priority lien on QC stock) -- Caa1

      * 10.875%, 9.47%, and 8.29% senior unsecured notes due
        4/1/2007, 10/15/2007, and 2/1/2008 -- Caa2

   -- Qwest Capital Funding

      * senior unsecured long-term ratings -- Caa2

   -- Qwest Services Corporation

      * Senior secured bank facility -- B2

      * Senior subordinated notes (secured by junior lien on QC
        stock) -- Caa1

      * Qwest Corp senior unsecured long-term ratings -- Ba3

      * Northwestern Bell Telephone Company (QC is the obligor)
        senior unsecured long-term ratings -- Ba3

      * Mountain States Telephone and Telegraph Company (QC is the
        obligor) senior unsecured long-term ratings -- Ba3

   -- Qwest Communications Corporation

      * senior unsecured long-term ratings -- Caa1

Rating Upgraded:

      * Speculative grade liquidity -- from SGL-2 to SGL-1

The stable outlook reflects Moody's belief that the settlement
with the SEC for $250 million did not severely impact the
company's liquidity nor require it to incur additional
indebtedness.  Though a Department of Justice investigation is
still ongoing and shareholder lawsuits are still pending, Moody's
action does not contemplate that these issues will result in a
significant financial impact.  Moody's believes ratings stability
is a function of good asset coverage, especially at QCF, and an
increase in free cash generation resulting from continued
improvement in long distance costs.

Qwest Corp's Ba3 rating reflects its need to support debt service
obligations at the other legal entities within Qwest's corporate
structure as well as to fund significant operating losses at the
company's legacy long-haul entity, QCC.  While Qwest Corp's
Ba3 rating reflects continued significant free cash flow, Moody's
believes top-line erosion will continue in the intermediate term
mostly due to the impact of facilities-based (i.e., cable)
competition, with wireless substitution and UNE-P eventually
playing smaller roles.  Moody's presently rates Qwest Corp's debt
two notches higher than the company's B2 senior implied rating to
reflect its structural seniority, that Moody's believes gives QC's
senior unsecured and unguaranteed creditors superior asset
coverage and access to cash flow.

Moody's is unlikely to move QC's ratings higher until Qwest
stabilizes revenue in its core strategic businesses.  Without
revenue growth, Qwest remains under pressure to continue cutting
costs and maintain low levels of capital spending to generate free
cash flow.  QC's rating could fall if it suffers accelerated
access line erosion and subsequent cash flow deterioration,
particularly from cable and VoIP competition.  Increased debt,
increased operating losses or deteriorating liquidity at other
Qwest legal entities could also negatively impact QC's ratings.

Qwest's management has focused its effort during the past two
years on debt reduction through asset sales (as evidenced by the
company's agreement to sell its PCS licenses and wireless assets
to Verizon Wireless for $418 million), debt exchanges, and tender
offers.  As a result, they have reduced the company's debt from
more than $26 billion to slightly more than $17 billion with
approximately $1.8 billion of cash remaining.  In the process,
they have achieved the removal of restrictive covenants.  Moody's
expects that Qwest will further simplify its capital structure,
but that this process will take several years to accomplish.

Moody's believes that Qwest faces many growing business
challenges.  Qwest's long-haul business continues to consume cash,
and industry overcapacity effectively negates any significant
revenue upside.  Like other telcos, Qwest has focused on cost
reduction and limiting capital investment as a way to stabilize
operating cash flow.  While this focus has been effective at
limiting credit deterioration, Moody's believes long-term credit
improvement requires revenue growth.

Moody's has upgraded Qwest's speculative grade liquidity rating
from SGL-2 to SGL-1 reflecting Moody's view that the company
possesses excellent liquidity and has an ability to meet its
estimated obligations over the next twelve months through internal
resources.  The proposed partial refinancing of Qwest Corp's 7.2%
notes maturing in November 2004 alleviates some of Moody's
concerns regarding looming debt amortizations.

The company's cash balance was $1.8 billion at the end of Q3'04.  
Debt maturities total nearly $579 million in 2005 (including
$250 million and $150 million in Qwest Corp bonds maturing in
September and November, respectively) and $485 million in 2006.  
Moody's expects the company to generate $250 million per year in
free cash flow in 2004, over $400 million in 2005 due to revenue
stabilization, productivity improvements and the continued rolloff
of minimum purchase obligations -- MPOs -- and lease payments at
the company's long-haul subsidiary, QCC.  As MPOs continue to roll
off, we believe that the company could generate upwards of
$700 million in free cash flow in 2006.  Moody's does not expect
the ongoing DoJ investigation to affect QCII's liquidity
negatively in the near term.  Moody's expects the company to have
full access to its undrawn $750 million credit facility at Qwest
Services Corp., a subsidiary of QCII.

Qwest's capex run rate is currently $1.8 billion for 2004 or
roughly 13% of expected revenues, which provides the company with
some cushion to reduce discretionary investment should operating
performance unexpectedly falter.

Qwest is an RBOC and nationwide inter-exchange carrier -- IXC --
headquartered in Denver, Colorado.


QWEST CORPORATION: Fitch Puts BB Rating on Sr. Unsecured Notes
--------------------------------------------------------------
Fitch Ratings assigned a 'BB' rating to $250 million of seven-year
senior unsecured notes issued by Qwest Corporation.  The notes are
part of the 7.875% notes due 2011 that were issued in August.  The
notes will rank equally with other Qwest debt.  

Qwest Corporation is an indirect, wholly owned subsidiary of Qwest
Communications International, Inc.  The proceeds from this
issuance will be used for general corporate purposes.  As of the
end of the third quarter of 2004, Qwest Corp. had approximately
$7.59 billion of debt outstanding.

The Rating Outlook for Qwest Corp., Qwest Communications, and its
subsidiaries is Stable.

From a management and control perspective, Qwest Corp.'s
operations and cash flows are highly integrated into those of its
ultimate parent, Qwest Communications; therefore, Fitch links
Qwest Corp's rating to Qwest Communications.

Fitch rates Qwest Communications' senior unsecured debt 'B'.  The
debt at Qwest Corp. is the highest ranking within the consolidated
Qwest Communications debt structure, and Fitch's 'BB' senior
unsecured rating reflects the debt's proximity to the valuable
access lines and strong recovery prospects.

Overall, Fitch's ratings reflect the stable cash flow generated by
and the market position of Qwest Corp.'s local-exchange business,
reduced debt levels, and improved liquidity position.

Fitch's ratings also recognize the company's high leverage
relative to its regional Bell operating company -- RBOC -- peer
group, the business risks and ongoing cash requirements of Qwest
Communications' out-of-region, long-haul business, and the lack of
an owned and controlled national wireless business.

The resolution of the Securities and Exchange Commission
investigation removes an overhang from Qwest Communications'
credit profile.  Fitch believes that the terms of the SEC
settlement, specifically the timing of the payments associated
with the $250 million civil penalty, will not pressure the
company's near-term liquidity profile.

Fitch notes that several shareholders lawsuits and investigations
by the Department of Justice and the General Services
Administration remain pending and the outcome could negatively
affect Qwest Communications' liquidity position.

As of the end of the third quarter of 2004, Qwest Communication
had approximately $17.2 billion of debt outstanding, down slightly
from the $17.5 billion outstanding as of year-end 2003.  Qwest
Communications' debt to EBITDA leverage metric was 4.9 times on an
LTM basis.

Qwest Corp.'s leverage metric at the end of the third quarter was
1.5x.  Fitch expects, on a consolidated level, Qwest
Communications' credit-protection metrics will remain slightly
elevated, compared with the metrics reported for year-end 2003.
This expectation reflects Fitch's view of continued revenue and
EBITDA pressure.

Fitch believes Qwest Communications' liquidity position continues
to stabilize.  As of the end of the third quarter, Qwest
Communications had approximately $1.8 billion of cash on hand.  

Qwest Communications' liquidity position is also supported by the
$750 million available under its revolver at Qwest Services
Corporation, as well as approximately $400 million in proceeds
expected from the wireless transaction, which is anticipated to
close during the fourth quarter of 2004 or early 2005.

Qwest Communications' near-term maturity schedule is manageable.
Qwest Corp. completed a tender offer for its $750 million 7.2%
notes during the third quarter, addressing a significant portion
of its 2004 maturity.  Qwest Communications' 2005 maturities total
$579 million, including $400 million at Qwest Corp.

Through the year to date period ended September 30, 2004, Qwest
Communications generated approximately $250 million of free cash
flow (measured as cash from operations less capital expenditures).

Fitch expects Qwest Communications consolidated free cash flow
generation to improve during 2005 as the long-haul business cash
consumption rate moderates due to cost-structure enhancements and
the reduction of unconditional purchase obligations.


RCN CORPORATION: Confirmation Objections Must Be Filed by Nov. 30
-----------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York will convene a confirmation hearing
on Dec. 8, 2004, at 10:00 a.m., to consider the merits of the
chapter 11 plan filed by RCN Corporation.

The Confirmation Hearing may be continued from time to time by
announcing the continuance in open court or in a hearing agenda.  
Additionally, the Plan may be modified, if necessary, pursuant to
Section 1127 of the Bankruptcy Code, prior to, during, or as a
result of the Confirmation Hearing, without further notice to
parties-in-interest.

                  Confirmation Objection Deadline

Written objections, if any, to confirmation of RCN's Plan must be
filed on or before Nov. 30, 2004, and served to:

(1) Counsel for RCN Corporation & Affiliates:
    Skadden, Arps, Slate, Meagher & Flom LLP
    Four Times Square
    New York, New York 10036-6522
    Attn: D.J. Baker, Esq.
          Frederick D. Morris, Esq.

(2) Counsel to the Agent for RCN's Pre-Petition Credit Facility:
    Simpson, Thacher & Bartlett LLP
    425 Lexington Avenue
    Attn: Peter V. Pantaleo, Esq.
          Elisha Graff, Esq.

(3) Counsel for the Creditors' Committee:
    Milbank, Tweed, Hadley & McCloy LLP
    One Chase Manhattan Plaza
    New York, New York 10005
    Attn: Dennis F. Dunne, Esq.
          Deirdre Ann Sullivan, Esq.

                 -- and --

(4) Office of the United States Trustee
    33 Whitehall Street
    New York, New York 10004
    Attn: Paul K. Schwartzberg, Esq.

Headquartered in Princeton, New Jersey, RCN Corporation --
http://www.rcn.com/-- provides bundled Telecommunications  
services.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13638) on
May 27, 2004.  Frederick D. Morris, Esq., and Jay M. Goffman,
Esq., at Skadden Arps Slate Meagher & Flom LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $1,486,782,000 in
assets and $1,820,323,000 in liabilities.  (RCN Corp. Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


RCN CORP: Court Extends Exclusive Plan Filing Until Dec. 10
-----------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York extends RCN Corporation and its
debtor-affiliates' Exclusive Plan Proposal Period through the
later of:

   (a) December 10, 2004; and  

   (b) the date on which the Court will enter an order with
       respect to any subsequent request by the Debtors, filed on
       or before December 10, 2004, for an extension of the Plan
       Proposal Period, should the Debtors make any request.

Judge Drain clarifies that, with respect to any request by any of
the Debtors to extend the Exclusive Plan Proposal Period beyond  
December 10, 2004, any extension after that date will include co-
exclusivity for both the Official Committee of Unsecured Creditors
and JPMorgan Chase Bank, as Administrative Agent for the Debtors'
Senior Secured Lenders, subject to two conditions, to the extent
applicable:

   (1) If, as of the deadline for casting ballots or filing
       objections to the Debtors' Joint Plan of Reorganization:

          (i) definitive commitments for the Exit Facility, on
              substantially the same terms and conditions
              described in the Disclosure Statement, have been
              obtained and accepted by the Debtors; and

         (ii) there has been no occurrence or failure of
              condition that would render consummation of the
              Plan impracticable by December 31, 2004, except
              with respect to the Subsidiary Debtors,

       then, as a condition to:

           -- the Creditors' Committee's co-exclusivity, each of
              the official and ex-officio members of the
              Creditors' Committee eligible to vote with respect
              to the Plan will have voted to accept the Plan; and

           -- the Administrative Agent's co-exclusivity, each of
              the Senior Secured Lenders entitled to object to
              the Plan will not have objected to the Plan and the
              Senior Secured Lenders will not have terminated use
              of cash collateral -- on terms and conditions no
              more onerous to the Debtors than currently in
              effect -- prior to the close of business on
              December 10, 2004; and

   (2) In the event that neither the Creditors' Committee nor the
       Administrative Agent will be entitled to co-exclusivity,
       the Debtors retain the right to seek extensions of the
       Plan Proposal Period without any grant of co-exclusivity
       to any third party.

Headquartered in Princeton, New Jersey, RCN Corporation --
http://www.rcn.com/-- provides bundled telecommunications  
services.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13638) on
May 27, 2004.  Frederick D. Morris, Esq., and Jay M. Goffman,
Esq., at Skadden Arps Slate Meagher & Flom LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $1,486,782,000
in assets and $1,820,323,000 in liabilities. (RCN Corp. Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ROBOTIC VISION: Files for Chapter 11 Protection in New Hampshire
----------------------------------------------------------------
Robotic Vision Systems, Inc. (RVSI) (OTC Bulletin Board: RVSI)
filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy
Code in the United States Bankruptcy Court in Manchester, New
Hampshire on Nov. 19, 2004.  The company intends to continue
operating its business as a "debtor in possession" under the
Bankruptcy Code.

The company seeks to reorganize in order to raise sufficient cash
to meet its operational needs while it attempts to divest the
assets of its Semiconductor Equipment Group.  By divesting those
assets, which include end-of-line 3-D inspection systems (lead
scanning) and 2-D and 3-D tools for bumped wafer inspection (wafer
inspection), RVSI believes it will be able to satisfy or reinstate
much of its debt and have the liquidity necessary to finance the
growth of its Acuity CiMatrix business, which includes board-level
machine vision systems and 2-D bar code (Data Matrix) reading
products.

"We are taking these steps to restructure our business for the
purpose of returning to profitability," said Pat V. Costa, Chief
Executive Officer of the company.  "We firmly believe that our
business will better be served by selling the SEG business.  By
these efforts, we will be able to better concentrate on the
exciting Data Matrix business and increase necessary cash flow.  
We intend to continue to ship product to customers, meet future
vendor commitments, and carry on our sales and marketing
programs."  The company will continue to operate its business
while in Chapter 11, and intends to propose a plan of
reorganization to the Bankruptcy Court for approval.

William Blair & Company had previously been retained to advise the
company on the sale of the SEG business.  Marotta Gund Budd &
Dzera LLC has also been retained to provide financial advice with
respect to the company's restructuring.  As part of the company's
restructuring, Frederick H. Van Alstyne of MGBD has been named
Chief Financial Officer and MGBD's J. Richard Budd has been named
Chief Restructuring Officer.

The company has retained Norman N. Kinel, the head of the
Bankruptcy and Corporate Reorganization Group at Dreier LLP, a New
York law firm, to represent it in its bankruptcy proceedings.  The
company has also retained Bruce A. Harwood of the New England law
firm of Sheehan Phinney Bass + Green as its local New Hampshire
counsel.

Headquartered in Nashua, New Hampshire, Robotic Vision Systems,
Inc. -- http://www.rvsi.com/-- designs, manufactures and markets  
machine vision, automatic identification and related products for
the semiconductor capital equipment, electronics, automotive,
aerospace, pharmaceutical and other industries.  The Company,
together with its debtor-affiliate, filed for chapter 11
protection on Nov. 19, 2004 (Bankr. D. N.H. Case No. 04-14151).  
Bruce A. Harwood, Esq., at Sheehan, Phinney, Bass + Green
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$43,046,000 in total assets and $51,338,000 in total debts.


ROBOTIC VISION: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Robotic Vision Systems, Inc.
             486 Amherst Street
             Nashua, New Hampshire 03063

Bankruptcy Case No.: 04-14151

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Auto Image ID, Inc.                        04-14152

Type of Business: The Debtor designs, manufactures and markets
                  machine vision, automatic identification and
                  related products for the semiconductor capital
                  equipment, electronics, automotive, aerospace,
                  pharmaceutical and other industries.
                  See http://www.rvsi.com/

Chapter 11 Petition Date: November 19, 2004

Court: District of New Hampshire (Manchester)

Debtors' Counsel: Bruce A. Harwood, Esq.
                  Sheehan, Phinney, Bass + Green
                  1000 Elm Street
                  P.O. Box 3701
                  Manchester, NH 03105
                  Tel: 603-668-0300
                  Fax: 603-627-8121

Total Assets: $43,046,000

Total Debts:  $51,338,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Bojko and Jagoda Vodanovic    Debt from               $1,958,000
c/o Fridhandler & Goldberg    acquisition of
770 Sherbrooke St., West      Abante
Suite 1700
Montreal, PQ H3A 1G1, Canada

Japan Direx                   Debt from               $1,683,579
Pacific Vision Partners       acquisition of
90 New Montgomery St.         AIID
Suite 305
San Francisco, CA 94105

Sonnenschein Nath &           Professional fees       $1,412,831
Rosenthal
1221 Avenue of the Americas
New York, NY 10020

Thomas Alexander              Debt from                 $867,298
50 Amador Road                acquisition of
Atherton, CA 94027            AIID

Marketech                     Commission owed           $866,437
110 Sec. 3 Jhongeing Rd.
Da-Ya Township
Taichung 428, Taiwan

Kaijo Corporation             Trade Debt                $727,345
3-1-5, SAKAE-CHO
Hamura-Shi, Tokyo, Japan

Phillip E. Koerper            Debt arising              $702,000
11179 East Monument Drive     from settlement
Scottsdale, AZ 85262          agreement

James Hahn                    Debt from                 $700,718
12 Easton Lane                acquisition of
Cinnaminson, NJ 08077         AIID

GSI Lumonics                  Debt arising              $563,000
39 Manning Road               from settlement
Billerica, MA 01821           agreement

Skadden, Arps, Slate,         Professional fees         $425,143
Meagher & Flom
Four Times Square
New York, NY 10036

Anorad Corporation            Trade Debt                $369,879
Rockwell International Corp.
Dept. CH 10418
Palatine, IL 60055

Qutech Systems Corp.          Commission owed           $266,000
Kangnam Bldg #904
1321-1 Seocho-Dong
Seocho-Ku, Seoul
Korea 137-070

Morris I. Pollack             Professional fees         $258,521
19 Eberhardt Road
East Hanover, NJ 07936

Deloitte & Touche LLP         Professional fees         $254,929
20 Berkeley Street
Boston, MA 02116

David Bubnoski                Debt from                 $199,542
                              acquisition of
                              AIID

IDE-CYBEQ                     Trade debt                $167,044

Dover                         Trade debt                $161,000

RWA, Inc.                     Trade debt                $138,094

Cirtronics Corporation        Trade debt                $131,676

Barrington Research           Professional fees         $120,000
Associates


SAFETY-KLEEN: Wants Court Nod to Approve IBM Settlement Agreement
-----------------------------------------------------------------
According to Donna L. Culver, Esq., at Morris, Nichols, Arsht &
Tunnell, in Wilmington, Delaware, the Safety-Kleen Creditors
Trustee, Oolenoy Valley Consulting, filed two separate complaints,
as amended, against International Business Machines Corp. to avoid
and recover preferential or fraudulent transfers for $2,411,038
and $257,942, allegedly made by Safety-Kleen Corporation and its
debtor-affiliates during the 90 days prior to their bankruptcy
filing.

Consequently, the parties agreed to dismiss the Avoidance Actions
in exchange for a $310,000 payment by IBM to the Trustee.

Pursuant to Rule 9019 of the Federal Rules of the Bankruptcy
Procedure, the Trustee asks the U.S. Bankruptcy Court for the
District of Delaware to approve the Settlement Agreement.

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.  Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher & Flom, represents 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)


SPIEGEL: Court OKs Transfer of Services from A&M Inc. to A&M LLC
----------------------------------------------------------------
On April 11, 2003, the U.S. Bankruptcy Court for the Southern
District of New York authorized Spiegel, Inc., and its debtor-
affiliates to employ Alvarez & Marsal, Inc., to provide financial
advisory services pursuant to an engagement letter between the
parties.

Effective January 1, 2004, through an internal restructuring, the  
restructuring advisory services of A&M, Inc., is now provided by  
its new subsidiary, Alvarez & Marsal, LLC.  All of A&M, Inc.'s  
employees who had provided restructuring advisory services to A&M,
Inc.'s clients will continue to provide those same services on  
the same terms as employees of A&M LLC.  The only change will be  
the form of corporate entity, changing from a corporation to a  
limited liability corporation.

Scott B. Brubaker, Managing Director of A&M LLC, confirmed that  
A&M LLC's clients and relationships continue to be the same  
clients and relationships as A&M, Inc., had.  Furthermore, all  
compensation will continue to be shared on the same basis as  
before the internal restructuring.  A&M, Inc.'s internal  
restructuring does not result in A&M LLC holding any interest  
adverse to the Debtors, their creditors or other parties-in-
interest, and A&M LLC continues to be disinterested, as defined  
in Section 101(14) of the Bankruptcy Code.

At the Debtors' request, the Court approves the transfer of
engagement to provide financial advisory services from A&M, Inc.,
to A&M LLC, and the substitution of A&M LLC for A&M, Inc., in the  
Engagement Letter.

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)


SPIEGEL INC: Can Assume Computer Association License Deal
---------------------------------------------------------
Computer Associates International, Inc., provides software that
permits Spiegel, Inc., and its debtor-affiliates to operate their
complex, large-scale computer systems.  Pursuant to an Aug. 15,
2001, license agreement, Computer Associates granted the Debtors a
non-exclusive license to use certain of its proprietary software.
Under the Confidentiality Order, the Debtors are authorized to
file under seal the License Agreement.

The License Agreement sets forth various obligations and duties on
the part of Computer Associates, including generally:

    * the requirement to provide support and maintenance and to
      deliver any enhancements in the Software, warranties,
      and restrictions on the Debtors' use of the Software; and

    * the Debtors' requirement to pay taxes and duties on the
      Software.

The License Agreement also sets forth the specific Software
provided to the Debtors, the payment terms, length of use, and
use-rate capacity.  Use-rate capacity is the number of commands
the Software is capable of processing per second and is measured
in "millions of instructions per second" or MIPS.

Marc B. Hankin, Esq., at Shearman & Sterling LLP, in New York,
relates that the recent sale of substantially all of the assets of
Spiegel Catalog, Inc., Newport News, Inc., and certain of their
affiliates has resulted in a material reduction of the Debtors'
use-rate needs, as the Software is now only employed by the
Debtors in connection with the Eddie Bauer business.  The Software
facilitates the operation of Eddie Bauer's order entry systems,
customer service systems, merchandising systems, customer database
systems, order-processing systems and warehousing systems.

Given the Software's essential nature to the operation of the
Eddie Bauer business, the Debtors sought to renegotiate the terms
of the License Agreement.  After arm's-length negotiations, the
Debtors and Computer Associates agree to a second amendment of the
License Agreement.  The parties agree that the Debtors will:

   -- have continued use of the Software through Aug. 14, 2006,
      at a reduced number of MIPS and at a reduced license fee;

   -- assume the Amended License Agreement; and

   -- satisfy their obligation to pay cure costs in connection
      with the assumption of the Agreement by paying Computer
      Associates and its affiliate CA Financial, Inc., $107,223,
      which is the sum of the prepetition amounts due and owing
      under the License Agreement.

CIT Financial USA, Inc., filed Claim No. 4137 against the Debtors
on behalf of Computer Associates and CA Financial for $107,223,
representing all prepetition amounts due and owing under the
License Agreement.

                          *     *     *

The Honorable Cornelius Blackshear of the U.S. Bankruptcy Court
for the Southern District of New York gave the Debtors permission
to assume the License Agreement and to execute and perform under
the Amended License Agreement.

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)


SPX CORP: BOMAG & EST Sale Plans Cue Fitch to Put Low-B Ratings
---------------------------------------------------------------
Fitch affirmed the ratings on SPX Corporation's senior unsecured
debt and senior secured bank debt at 'BB' and 'BB+'.

The Rating Outlook has been revised to Evolving from Stable.

At September 30, 2004, SPX had close to $2.5 billion of debt
outstanding.

The Rating Outlook revision follows SPX's recently announced,
separate agreements to sell BOMAG and Edwards Systems Technology
-- EST -- for a combined $1.8 billion in cash.  SPX expects the
transactions will be completed by the end of the first quarter of
2005 and has stated its intent to use proceeds from the sales to
strengthen its balance sheet, pay down debt and buy back equity.  
The company continues to review its business portfolio for
potential additional asset sales.

The outlook for SPX's ratings depends on the deployment of
substantial cash balances that will result from closure of the
previously mentioned divestitures, as well as the operating margin
levels and trends in SPX's remaining businesses.  

Although SPX can be expected to demonstrate a high level of
liquidity upon completing the sales of BOMAG and EST, the amount
of debt reduction and its impact on SPX's longer term financial
profile remains uncertain.  Cash flow available for debt service
continues to be negatively affected by weak operating results that
were below the company's expectations during the third quarter and
by continuing share repurchases and the implementation of
dividends during 2004.

SPX has not indicated that it is making any changes to its
financial policies or to its existing long-term strategy to
augment growth through acquisitions.  Fitch estimates the pending
divestitures represented approximately one-fifth of SPX's total
revenue and operating income in 2003.

Because post-divestiture EBITDA will decline, SPX will need to
retire a substantial amount of debt to maintain current credit
metrics and presumably will be focused on reducing debt even
further to achieve its goal of strengthening the balance sheet.

The ratings incorporate SPX's diverse portfolio of businesses
across a wide variety of niche markets, the company's financial
flexibility, and modest capital requirements.  

Concerns include an uncertain outlook for margins related to:

          * competitive pressure and operating challenges in a
            number of businesses,

          * seasonal variability in operating cash flow,
          
          * management turnover,

          * potential liabilities resulting from shareholder
            lawsuits and other legal actions against the
            company, and

          * financial policies that emphasize returns to
            shareholders.

Lagging operating performance raises concerns about the degree of
operating leverage that will be realized in a stronger economy.  
The company has consistently focused on integrating acquired
businesses, improving productivity across all of its segments
through ongoing restructuring, and selling assets that are
unlikely to meet return requirements.


STAR GAS: Star Propane Sale Prompts Fitch to Revise Watch Status
----------------------------------------------------------------
Fitch Ratings revised the Rating Watch status for Star Gas
Partners, L.P.'s outstanding 'B-' rated $265 million principal
amount of 10.25% senior notes due 2013, co-issued with its special
purpose financing subsidiary Star Gas Finance Company, to Positive
from Negative.

In addition, the Rating Watch status of the private placement
senior secured debt of its operating subsidiaries, Petroleum Heat
and Power Co. 'B' and Star Gas Propane, L.P. 'B+', is revised to
Positive from Negative.

All ratings had been downgraded to their current levels and placed
on Rating Watch Negative on October 18, 2004, following the
announcement of a substantial decline in earnings at Petroleum
Heat.

The rating action follows the announcement that Star Gas has
agreed to sell Star Propane to Inergy, L.P., for $475 million in
cash, with the transaction expected to close in late Dec. 2004.  
Proceeds will be used to fully repay all $254 million of secured
debt at Petroleum Heat and Star Propane on December 17, 2004, at
which time ratings for both companies will be withdrawn.

If the sale to Inergy has not been closed by December 17, 2004,
the company would expect to draw down its existing bridge facility
to fund repayment of the operating company debt.  Star Gas is
obligated under the indenture for its senior notes to apply the
remaining net proceeds from the sale, estimated at nearly $180
million, to reduce Star Gas indebtedness or make investments in
assets or capital expenditures useful to Star Gas or its
subsidiaries.

Management expects to use an amended bank credit agreement at
Petroleum Heat to manage near-term liquidity needs. Prospectively,
Star Gas' rating and Rating Watch status will be dependent on the
redeployment of the cash proceeds and stabilization of Petroleum
Heat's operations.


SUN HEALTHCARE: Jennifer Botter to Sit as Interim CFO
-----------------------------------------------------
Sun Healthcare Group, Inc. (NASDAQ: SUNH) disclosed that Chief
Financial Officer and Executive Vice President Kevin Pendergest
will be leaving the Company at year end in order to pursue other
interests.  The Company expects to have a new CFO in place by year
end or shortly thereafter.  Mr. Pendergest will assist the Company
in its transition to its new CFO.  If there is any gap between Mr.
Pendergest's departure and the start date for the new CFO,
Jennifer Botter, the Company's corporate controller and senior
vice president, will serve as interim CFO.  Ms. Botter has had
responsibility for the day-to-day accounting and financial
functions of the Company during its restructuring.  Her efforts in
that regard enabled Mr. Pendergest to focus upon the
restructuring.

"For personal reasons, Kevin has chosen to move onto different
challenges now that the Company has effectively completed its
restructuring.  His contributions during this critical period for
Sun cannot be overstated and I thank him for that," said Richard
K. Matros, chairman and chief executive officer.  "I have always
believed that it is healthy for a Company to have the fresh
perspective that comes with management changes such as this.  For
myself, I will continue to lead Sun toward the fulfillment of its
potential," said Mr. Matros.

                        About the Company

Sun Healthcare Group, Inc., with executive offices located in
Irvine, California, owns SunBridge Healthcare Corporation and
other affiliated companies that operate long-term and postacute
care facilities in many states.  In addition, the Sun Healthcare
Group family of companies provides therapy through SunDance
Rehabilitation Corporation, medical staffing through CareerStaff
Unlimited, Inc., home care through SunPlus Home Health Services,
Inc., and medical laboratory and mobile radiology services through
SunAlliance Healthcare Services, Inc.

At September 30, 2004, Sun Healthcare's revised balance sheet
showed a $119,041,000 stockholders' deficit, compared to a
$166,398,000 deficit at December 31, 2003.


TRITON PCS: Closes $250 Million Senior Secured Loan Facility
------------------------------------------------------------
Triton PCS, Inc., has closed on its $250 million senior secured
term loan facility.  Terms of the Facility include pricing at
LIBOR + 3.25%, a five-year maturity and no financial maintenance
covenants.  The Facility is secured by substantially all the
assets of the company.  Lehman Brothers and Merrill Lynch arranged
for the Facility.

Triton PCS plans to use the proceeds from this Facility for a
combination of general corporate purposes, possible acquisitions
and to retire, from time to time, certain of Triton PCS's
outstanding debt securities through open market purchases and
privately negotiated transactions.  Those purchases, if any, will
depend on prevailing market conditions, the company's liquidity
requirements and other factors.  In conjunction with the closing
of this Facility, the company cancelled its existing $100 Million
Senior Revolving Credit Facility.

                        About the Company

Triton PCS, Inc., is a wholly owned subsidiary of Triton PCS
Holdings, Inc. (NYSE: TPC - News) a wireless phone service
provider based in Berwyn, Pennsylvania.  After giving effect to a
pending exchange of territories with Cingular Wireless, Triton PCS
will be licensed to provide digital wireless communications
services in an area covering 14.3 million people in the
Southeastern United States and 4.0 million people in Puerto Rico
and the U.S. Virgin Islands.

For more information on Triton PCS and its products and services,
visit the company's Web sites at: http://www.tritonpcs.com/and  
http://www.suncom.com/

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2004,
Standard & Poor's Ratings Services assigned its 'B' rating to
Triton PCS, Inc.'s $250 million secured term loan facility due
2009, based on preliminary documentation.

The loan was also assigned a recovery rating of '1', indicating
the expectation for full recovery of principal in the event of a
default.

Simultaneously, the senior unsecured debt rating on the company
was lowered to 'CCC' from 'CCC+' due to the higher amount of
secured debt now in the capital structure.  Other existing
ratings, including the 'B-' corporate credit rating, were
affirmed.  The outlook is negative.

Proceeds of the term facility will primarily be used to retire
certain outstanding debt securities through open market purchases
and privately negotiated transactions.  This loan will replace the
existing $100 million senior secured revolving credit facility.
Pro forma for the transaction, total debt outstanding is about
$1.4 billion.

"Ratings reflect Triton PCS's increased business risk profile
following the Cingular Wireless LLC/AT&T Wireless Services Inc.
(AWE) merger, an expected decline in EBITDA due to lower roaming
revenue, and the company's high debt leverage," said Standard &
Poor's credit analyst Rosemarie Kalinowski.


TCW LEVERAGED: Fitch Junks Three Classes of Subordinated Notes
--------------------------------------------------------------
Fitch Ratings affirms one class of notes and downgrades another
class of notes issued by TCW Leveraged Income Trust II, L.P.  

These rating actions are effective immediately:

     -- Senior secured revolving credit facility paid in full --
        PIF;

     -- Senior secured notes PIF;

     -- $103,116,547 senior subordinated secured notes affirmed
        at 'CCC';

     -- $31,235,550 subordinated secured notes downgraded to 'C'
        from 'CC';

     -- $30,796,400 junior subordinated secured participating
        notes remain at 'C'.

TCW LINC II, a market value collateralized debt obligation -- CDO
-- that closed on June 3, 1998, is managed by TCW Investment
Management Company.  On September 20, 2002, TCW LINC II was out of
compliance with its minimum net worth test.

On September 27, 2002, TCW LINC II failed its junior subordinated
overcollateralization -- OC -- test.  TCW Investment was unable to
cure the minimum net worth or OC tests in the relevant cure
periods, 30 days and 10 days, respectively, which resulted in an
event of default as per the TCW LINC II governing documents.

Since the initial junior subordinated OC test failure, the senior
credit facility and senior notes have been fully redeemed.  
Currently, the senior subordinated secured notes are the
controlling class at the time of this release.

TCW Investment has liquidated investments across all asset
categories to realize the best value possible for the remaining
note holders.  As of the October 29, 2004 valuation report, 39% of
the portfolio consisted of semi-liquid and illiquid assets, but
TCW Investment maintains that they are starting to see
improvements in the market for these assets.

However, the total market value of the remaining assets is $92.3
million, and the balance of the senior subordinated secured notes
is $103.1 million.

As a result of this analysis, Fitch has determined that the
ratings assigned to the subordinated secured notes no longer
reflect the current risk to noteholders.  Fitch will continue to
monitor and review this transaction for future rating adjustments.


TCW LEVERAGED: Fitch Junks $26.4M Class E Junior Sub. Notes
-----------------------------------------------------------
Fitch Ratings affirms the subordinated secured notes and
downgrades the junior subordinated participating notes issued by
TCW Leveraged Income Trust IV, L.P.  These rating actions are
effective immediately:

     -- Senior subordinated secured notes paid in full;

     -- $12,900,000 class D subordinated secured fixed-rate
        notes affirmed at 'BB'; and

     -- $26,414,386 class E junior subordinated participating
        notes downgraded to 'CC' from 'B'.

TCW LINC IV, a market value collateralized debt obligation -- CDO
-- that closed on May 16, 2000, is managed by TCW Investment
Management Company.  On May 16, 2003, TCW LINC IV was out of
compliance with its class E overcollateralization -- OC -- test.  

TCW Investment was unable to cure the OC test in the 10-day cure
period, which resulted in an event of default on June 3, 2003, as
per the TCW LINC IV governing documents.

Subsequent to the OC failure, the class A, class B, and class C
notes were redeemed.  The class D notes (the controlling class)
have executed a limited waiver that requires a scheduled
redemption by April 30, 2005.

TCW Investment has liquidated investments across all asset
categories to realize the best value possible for the remaining
note-holders.  As of the Oct. 29, 2004, valuation report, the
total market value of the assets was $30.9 million, and the
outstanding balance for the class D and E notes was $39.3 million.

After speaking with the asset manager and analyzing the overall
liquidity of the remaining credits, Fitch takes these actions
based on recovery estimates using both market value and discounted
market value analysis.  Currently, semi-liquid and illiquid
investments account for 43% of the portfolio according to the most
recent valuation report.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the junior subordinated participating
notes 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/


UAL CORP: Employs ProTen Realty Group as Property Broker
--------------------------------------------------------
UAL Corporation and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Northern District of Illinois' authority to employ
ProTen Realty Group as real estate brokers, nunc pro tunc to
November 5, 2004.

As part of their restructuring, the Debtors have been examining
all aspects of their business to obtain cost savings and maximize
the value of their assets.  As a result, the Debtors have
identified two vacant parcels of land that are not essential to
future business operations and could be sold to maximize the value
to the estates.  A sale of the Properties would provide additional  
capital and relieve the Debtors of maintenance obligations.  To  
monetize the Properties, the Debtors would like to employ ProTen  
for six months.  

Parcel A is located in Elk Grove Village Township, in Illinois,  
on the east side of Linneman between Algonquin and Dempster.   
Parcel A is comprised of 33.172 acres, of which 27.172 acres will  
be sold by ProTen.  The zoning for Parcel A is C-7  
Office/Research Park, with an unincorporated status.

Parcel B, which is 5.08 acres, is located in the Village of Mt.  
Prospect, in Illinois.  Parcel B is zoned as B-3 Community  
Shopping and will be sold in its entirety.

On October 29, 2004, the Debtors solicited proposals from four  
real estate brokers:

   -- Tudley,
   -- M.B. Real Estate,
   -- Arthur J. Rogers & Co., and
   -- ProTen.  

Based on an analysis of the proposals, the Debtors determined that
ProTen's proposal was in the best interests of the estate.

ProTen is well-qualified and able to represent the Debtors in a  
cost-effective, efficient and timely manner.  To the best of the  
ProTen's knowledge, its principals and professionals do not hold  
or represent any interest adverse to the estates and ProTen is a  
"disinterested person" as defined in Section 101(14) of the  
Bankruptcy Code.

On the Debtors' behalf, ProTen will:

   (a) inspect the Properties;

   (b) develop and compile written information on the Properties;

   (c) recommend additional surveys, investigations or
       inspections necessary to develop information useful to a
       sale;

   (d) use best efforts to secure a capable purchaser of the  
       Properties;

   (e) advertise and promote the Properties; and

   (f) take all other necessary actions to evaluate, market and  
       sell the Properties.

According to James H.M. Sprayregen, Esq., at Kirkland & Ellis,  
ProTen will be paid a fixed commission of 2% of the sale price  
for each Property if the buyer is not represented by a broker, or  
4% of the sale price if the buyer is represented by a broker.   
The 4% will be split evenly between ProTen and the purchaser's  
broker.  The commission will be paid at closing.

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)


UNUMPROVIDENT: Settlement Will Not Affect Ratings, Says Fitch
-------------------------------------------------------------
Fitch Ratings comments that UnumProvident Corporation and its
subsidiaries' ratings are unaffected by the announcement that the
company has reached a settlement with lead state regulators in its
multistate market conduct review.

The ratings remain on Rating Watch Negative, where they were
placed on February 5, 2004.  Fitch expects to resolve the Rating
Watch status in the next couple of weeks after the completion of a
detailed reserve study.

While Unum is expected to incur a one-time fourth quarter charge
of approximately $112 million pretax to implement changes involved
in the settlement, as well as a fine of approximately $15 million,
Fitch views the resolution positively as an elimination of
uncertainty.

Although an agreement has been reached by the three lead
investigative states, including the New York Attorney General and
the U.S. Department of Labor, final settlement of the multistate
review is subject to ratification by at least two thirds of the 47
states involved.

Fitch notes that there were no findings or conclusions of
wrong-doing in the review.  The primary components of the
settlement include enhancements to the company's claims settlement
practices and reassessment of certain denied or closed claims, as
well as additional corporate and board governance to oversee the
reassessment process and claims handling.

The one-time charge includes reassessment costs of approximately
$71 million pretax for operating expenses and payments on reopened
claims and approximately $41 million pretax in reserve
strengthening due to new claims-handling procedures.  The charge,
which is expected to be reflected in the fourth quarter of 2004,
will be presented on both a GAAP and statutory basis.

In addition, ongoing process changes and additional governance
oversight will affect earnings by approximately $10 million pretax
annually.

Based in Chattanooga, Tennessee, UnumProvident Corp. is the
nation's largest provider of group and individual disability
insurance.  Unum reported total assets of $49.8 billion and
shareholders' equity of $6.9 billion at September 30, 2004.

The following have a Negative Rating Watch:

     UnumProvident Corp.

          -- Senior debt 'BBB-'.

     Provident Financing Trust I

          -- Preferred stock 'BB+'.

     UnumProvident Group members:

          -- Insurer financial strength 'A-'.

Group members are:

     * Unum Life Insurance Company of America
     * Provident Life & Accident Insurance Company
     * Provident Life and Casualty Insurance Company
     * The Paul Revere Life Insurance Company
     * First Unum Life Insurance Company
     * Colonial Life & Accident Insurance Company
     * Paul Revere Variable Annuity Insurance Co.


W.R. GRACE: Paul Norris Leaves CEO Post But Remains as Chairman
---------------------------------------------------------------
W. R. Grace & Co. (NYSE:GRA) said Paul Norris will step down as
Chief Executive Officer effective May 31, 2005, but will remain on
the Board of Directors as non-executive Chairman focusing on
Grace's reorganization.  Fred Festa, currently President and Chief
Operating Officer, will succeed Norris as Chief Executive Officer.

"I believe that this is the appropriate time to complete the
transition of responsibilities from me to Fred that we started a
year ago," Mr. Norris said.  "The businesses are in very good
shape, our Plan of Reorganization is before the Bankruptcy Court,
and Fred has done a great job as Chief Operating Officer building
credibility with all of our stakeholders."

Mr. Norris, 57 years old, joined Grace as President and CEO in
November 1998 and was appointed Chairman in January 1999.  Prior
to joining Grace, he served as Senior Vice President of
AlliedSignal Incorporated.  Mr. Norris started his career with
Grace as a lab technician while still in school, leaving in 1981
and rejoining 17 years later as CEO.

"I am looking forward to building on Paul's record of success with
continued revenue growth, accelerated productivity improvements
and a focus on delivering a wider assortment of high quality
products and services to our customers," Mr. Festa said.  "For the
past year I have focused my energy on turning Grace into an
integrated operating company that relies on consolidated business
functions and common practices to make ourselves more efficient.  
Removing complexity from all of our processes, whether
manufacturing or administrative, will better position us to
deliver superior products and services to our customers around the
world."

Mr. Festa joined Grace as President and COO in November 2003.  
Previously, he was a partner with Morgenthaler Private Equity.  He
remains an outside director of Formed Fiber Technologies, in which
Morgenthaler is the principal shareholder.  Prior to joining
Morgenthaler, he served as President and CEO of ICG Commerce and
held positions in finance and general management with
AlliedSignal.

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in
their restructuring efforts.


WINROCK GRASS: Hires Davidson Law Firm as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Arkansas
gave Winrock Grass Farm, Inc., and its debtor-affiliates
permission to employ Davidson Law Firm, Ltd., as their bankruptcy
counsel.

Davidson Law Firm will:

    a. prepare pleadings and applications and conduct
       examinations incidental to any related proceedings or to
       the administration of the Debtors' bankruptcy case;

    b. develop the relationship of the status of the Debtors to
       the claims of creditors in its chapter 11 case;

    c. advise the Debtors of their rights, duties, and obligations
       as a Debtor operating under Chapter 11 of the Bankruptcy
       Code;

    d. take any and all other necessary action incident to the
       proper preservation and administration of the Debtors'
       chapter 11 case;

    e. advise and assist the Debtors in the formation and
       preservation of a plan of reorganization pursuant to
       Chapter 11 of the Bankruptcy Code, the disclosure
       statement, and any and all matters to its chapter 11 case;

    f. investigate and advise Winrock Grass as to whether to
       move to consolidate its case with other Chapter 11 cases
       that are identified with Winrock's debtor-affiliates.

Stephen L. Gershner, Esq., and Charles D. Davidson, Sr., Esq., are
the lead attorneys for the Debtors' restructuring.  Mr. Gershner
discloses that the Davidson Law Firm received a $75,000 retainer.

Mr. Gershner reports Davidson Law Firm's professionals bill:

    Designation        Hourly Rate
    -----------        -----------
    Partner            $195
    Counsel             100 - 195
    Paralegal            60

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

Headquartered in Little Rock, Arkansas, Winrock Grass Farm, Inc.,
-- http://www.winrockgrass.com/-- produces and markets Meyer  
Z-52 Zoysiagrass in the United States.  The Company filed for
chapter 11 protection on September 22, 2004 (Bankr. E.D. Ark.
Case No. 04-21283).  When the Company filed for chapter 11
protection from its creditors, it estimated more than $10 million
in assets and debts.


WYNN RESORTS: S&P Puts B+ Rating on Planned $1.1B Mortgage Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate and senior
secured bank debt ratings for Wynn Resorts Ltd. and its wholly
owned subsidiary, Wynn Las Vegas LLC, to 'B+' from 'B'.  At the
same time, Standard & Poor's assigned its 'B+' rating to the
proposed $1.1 billion senior secured credit facility for Wynn Las
Vegas LLC and the proposed $1.1 billion first mortgage notes due
2014 to be issued by Wynn Las Vegas LLC and its Wynn Las Vegas
Capital Corp. subsidiary.

The proposed notes are expected to sold pursuant to Rule 144A of
the U.S. Securities Act of 1933.  Standard & Poor's also assigned
a recovery rating of '2' to the proposed bank facility and the
first mortgage note issue, indicating our expectation that the
lenders would realize a substantial recovery of principal (80%-
100%) in the event of default.  The bank loan and note issue
ratings are the same as the corporate credit rating, given this
recovery expectation.

Proceeds from the proposed bank facility and note issue, in
addition to $400 million to be contributed to Wynn Las Vegas LLC
from the recently completed $453 million secondary equity offering
at Wynn Resorts, will be used to refinance existing debt currently
outstanding at Wynn Las Vegas LLC, to help fund the construction
of Phase II at the Wynn Las Vegas property, and for fees and
expenses.  Standard & Poor's expects to withdraw its ratings on
the outstanding bank debt and second mortgage notes due 2009 that
currently reside at Wynn Las Vegas LLC, once the new bank facility
and notes are funded and the existing debt is refinanced.

The outlook for each of Wynn Resorts and Wynn Las Vegas LLC has
been revised to stable from developing. Consolidated debt
outstanding at Wynn Resorts, including limited-recourse borrowings
for the company's development in Macau, is expected to peak at
approximately $2.5 billion over the next few years.

"The upgrade reflects Standard & Poor's expectation that operating
performance of newly constructed Wynn Las Vegas, which is
scheduled to open in April 2005, will be solid given its high-
quality amenities, Steve Wynn's previous success in developing and
operating properties in Las Vegas, the favorable operating
momentum within the Las Vegas market, and the expectation that
this trend will continue in the intermediate term," said Standard
& Poor's credit analyst Michael Scerbo.

In addition, the considerable progress of the Wynn Las Vegas
development, with less than six months to go until opening,
mitigates a substantial portion of the construction risk that was
previously factored into the rating.  Also reflected in the
upgrade is Standard & Poor's assessment that the Wynn Macau
development project will likely significantly improve the
consolidated financial profile of Wynn Resorts upon its opening in
2006.

The ratings for Wynn Las Vegas LLC are based on the consolidated
credit quality of the company's parent, publicly traded Wynn
Resorts.  Wynn Resorts is a holding company with no direct
operations and is dependent upon cash flow from its subsidiaries,
Wynn Las Vegas LLC and Wynn Macau, to fund any debt service
obligations it incurs.  Standard & Poor's consolidated approach to
its ratings on the Wynn companies reflects similar ownership and
management of the various subsidiaries and the expectation that
decisions will be made in the interests of the shareholders of the
parent company.

Ratings for Wynn Resorts and its Wynn Las Vegas subsidiary reflect
the consolidated entity's significant amount of debt, lack of cash
flow until the Las Vegas asset opens in April 2005, execution risk
associated with opening a large property on the competitive Las
Vegas Strip, cash flow concentration in Las Vegas, and increased
intermediate-term capital spending associated with the Phase II
expansion project in Las Vegas and the resort facility in Macau.  
These concerns are tempered by an experienced management team that
has developed and opened several properties on the Strip, the
expectation that the operating environment in Las Vegas will
remain strong in 2005, management's success in raising equity to
fund a substantial portion of its future development plans, and
the strength of the Macau market.

The stable outlook reflects Standard & Poor's expectation that the
combination of the positive momentum in Las Vegas and the quality
of the Wynn Las Vegas asset will result in solid cash flow
generation upon its opening in April 2005, allowing credit
measures to be in line with new ratings.  Also, the opening of the
planned Phase II expansion in 2007 will likely position the
property well for the future, and the Wynn Macau facility is
expected to benefit from the depth of the Macau market upon its
opening in 2006.  The company's active development strategy will
continue to be a key ratings factor in the future.

Las Vegas, Nevada-headquartered Wynn Resorts, which was formed in
2002, is a holding company whose primary efforts, through its
subsidiaries, have been focused on designing and developing two
casino resorts: one on the Las Vegas Strip and one in Macau.  Wynn
Resorts is 25% owned by Steve Wynn, former chairman and CEO of
Mirage Resorts.


* BOND PRICING: For the week of November 15 - November 19, 2004
---------------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21    18
Adelphia Comm.                         6.000%  02/15/06    18
AMR Corp.                              4.500%  02/15/24    72
AMR Corp.                              9.000%  08/01/12    70
AMR Corp.                              9.000%  09/15/16    67
AMR Corp.                             10.200%  03/15/20    63
Applied Extrusion                     10.750%  07/01/11    58
Armstrong World                        6.350%  08/15/03    71
Bank New England                       8.750%  04/01/99    10
Burlington Northern                    3.200%  01/01/45    57
Calpine Corp.                          7.750%  04/15/09    65
Calpine Corp.                          7.785%  04/01/08    70
Calpine Corp.                          8.500%  02/15/11    65
Calpine Corp.                          8.625%  08/15/10    66
Comcast Corp.                          2.000%  10/15/29    44
Continental Airlines                   4.500%  02/01/07    72
Delta Air Lines                        2.875%  02/18/24    64
Delta Air Lines                        7.711%  09/18/11    71
Delta Air Lines                        7.900%  12/15/09    55
Delta Air Lines                        8.000%  06/03/23    56
Delta Air Lines                        8.300%  12/15/29    42
Delta Air Lines                        9.000%  05/15/16    43
Delta Air Lines                        9.250%  03/15/22    44
Delta Air Lines                        9.750%  05/15/21    44
Delta Air Lines                       10.000%  08/15/08    66
Delta Air Lines                       10.125%  05/15/10    55
Delta Air Lines                       10.375%  02/01/11    55
Dobson Comm. Corp.                     8.875%  10/01/13    68
Evergreen Int'l Avi.                  12.000%  05/15/10    70
Falcon Products                       11.375%  06/15/09    54
Federal-Mogul Co.                      7.500%  01/15/09    31
Finova Group                           7.500%  11/15/09    42
Iridium LLC/CAP                       14.000%  07/15/05    12
Inland Fiber                           9.625%  11/15/07    46
Kaiser Aluminum & Chem.               12.750%  02/01/03    17
Lehmann Bros. Hldg.                    6.000%  05/26/05    64
Level 3 Comm. Inc.                     2.875%  07/15/10    71
Level 3 Comm. Inc.                     6.000%  09/15/09    57
Level 3 Comm. Inc.                     6.000%  03/15/10    57
Liberty Media                          3.750%  02/15/30    70
Liberty Media                          4.000%  11/15/29    71
Mirant Corp.                           2.500%  06/15/21    71
Mirant Corp.                           5.750%  07/15/07    71
Mississippi Chem.                      7.250%  11/15/07    57
National Vision                       12.000%  03/30/09    62
Northern Pacific Railway               3.000%  01/01/47    57
Nutritional Src.                      10.125%  08/01/09    65
Oglebay Norton                        10.000%  02/01/09    52
O'Sullivan Ind.                       13.375%  10/15/09    42
Owens Corning                          7.000%  03/15/09    66
Owens Corning                          7.500%  05/01/05    65
Owens Corning                          7.500%  08/01/18    69
Pegasus Satellite                     12.375%  08/01/06    64
Pegasus Satellite                     13.500%  03/01/07     2
Pen Holdings Inc.                      9.875%  06/15/08    51
Primus Telecom                         3.750%  09/15/10    64
RCN Corp.                             10.000%  10/15/07    48
RCN Corp.                             10.125%  01/15/10    53
RCN Corp.                             11.125%  10/15/07    52
Reliance Group Holdings                9.000%  11/15/00    27
Spacehab Inc.                          8.000%  10/15/07    65
Syratech Corp.                        11.000%  04/15/07    50
Trico Marine Service                   8.875%  05/15/12    52
Tower Automotive                       5.750%  05/15/24    71
United Air Lines                       9.125%  01/15/12     6
United Air Lines                      10.670%  05/01/04     6
Univ. Health Services                  0.426%  06/23/20    58
Zurich Reinsurance                     7.125%  10/15/23    65

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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