TCR_Public/041124.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, November 24, 2004, Vol. 8, No. 258

                           Headlines

360NETWORKS: Completes Canadian Asset Sale to BCE for $215 Million
ADELPHIA COMMS: Wants Until March 14 to Make Lease Decisions
ADVANCED MEDICAL: Acquisition Plan Spurs Fitch to Review Ratings
AIRGATE PCS: Looking Into Proposed Merger with Alamosa Holdings
ALTRA INDUSTRIAL: S&P Junks Proposed $165M Senior Secured Notes

AMERICAN ENERGY: Emerges from Bankruptcy with New Management
AMPEX CORP: Sept. 30 Balance Sheet Upside-Down by $139.7 Million
APARTMENT HUNTERS: Voluntary Chapter 11 Case Summary
APPALACHIAN REGIONAL: Fitch Affirms BB+ Rating on $79M Bonds
ATA AIRLINES: Judge Lorch Approves $15.5 Million DIP Financing

ATA AIRLINES: Flying Food Asks for Decision on Catering Contract
BALLY TOTAL: Reports Third Quarter 2004 Operating Highlights
BEACON POWER: Nasdaq Stays Stock Delisting Until May 12, 2005
BISTRO 2000-6: Fitch Affirms BB Rating on $100 Mil. Class B Notes
CAROLINA PROFESSIONAL: Case Summary & Largest Unsecured Creditors

CEDAR BRAKES: Moody's Revises Outlook on Junk Ratings to Stable
CENTER FOR DIAGNOSTIC: S&P Rates Planned $95M Sr. Secured Debt B+
CITATION CORP: S&P Assigns BB+ Ratings to DIP Financing
CLEARCOMM LP: Sept. 30 Balance Sheet Upside-Down by $105.5 Million
CONSOLIDATED FREIGHTWAYS: To Auction Houston Facilities on Dec. 2

CROMPTON CORPORATION: Moody's Affirms Low-B Ratings on Debts
CSFB MORTGAGE: Moody's Junks Three Certificate Classes
D & P: Wants to Hire Dennis J. Wortman as Bankruptcy Counsel
D & P HOLDINGS: U.S. Trustee Meeting Creditors on December 7
DIGITAL LIGHTWAVE: Sept. 30 Balance Sheet Upside-Down by $22.6M

DVI INC: Has Exclusive Right to File Plan Until November 29
DVI INC: Has Until November 29 to Make Lease-Related Decisions
ELANTIC TELECOM: Has Exclusive Right to File Plan Until Feb. 16
ELANTIC TELECOM: Committee Hires Winston & Strawn as Counsel
ENRON: Court Okays Hawaiian Settlement Pact Under Modifications

FEDERAL-MOGUL: Wants to Continue Using A.T. Kearney's Services
FOOTSTAR INC: Files Joint Plan of Reorganization in New York
FT WILLIAMS: Court Approves Appointment of Chapter 11 Trustee
HCA INC: Taps Gregary Beasley to Lead Ambulatory Surgery Divison
IMMUNE RESPONSE: Bruce Mackler Joins HIV Scientific Advisory Board

J.P. MORGAN: Fitch Junks $23.8M Class J Certificates
JOSTENS IH: Pro Forma Year-to-Date Sales Up 5.2% From Last Year
KAISER ALUMINUM: Gets Court Nod to Complete QAL Sale to Alumina
LAKE MICHIGAN WIRE: Case Summary & 20 Largest Unsecured Creditors
LIFESTREAM TECH: Settles Patent Litigation with Polymer Technology

MAGELLAN MIDSTREAM: S&P Assigns BB Rating to $250 Million Loan
MERISTAR HOSPITALITY: S&P Revises Outlook on B- Rating to Stable
METROMEDIA INTL: Needs to File Form 10-Q to Avoid Default
MIRANT CORP: Inks Key Employee Retention Agreements with Officers
MIIX GROUP: Scott Barbee Resigns from Board of Directors

MMCA 2001-3: Fitch Places Low-B Ratings on Four Note Classes
MOTOR COACH: Likely Default Prompts S&P to Junk Ratings
MOUNT SINAI: Fitch Affirms BB+ Ratings on $665.6 Million Bonds
NETWORK INSTALLATION: Sept. 30 Balance Sheet Upside-Down by $213K
NEXMED INC: Liquidity Problems Trigger Going Concern Doubt

OLD UGC: Court Confirms First Amended Joint Plan of Reorganization
OLD UGC: Wants to Employ Houlihan Lokey as Financial Advisors
OWENS-BROCKWAY: Moody's Rates Planned $650M Senior Unsec. Debt B2
OWENS-BROCKWAY: S&P Rates Proposed $650M Senior Unsecured Notes B
PARADISE MUSIC: Inks Letter of Intent to Acquire ETL of New York

PATIENT INFOSYSTEMS: Deloitte & Touche Raises Going Concern Doubt
PAYLESS SHOESOURCE: Posts $2.2 Million Net Loss in 3rd Quarter
PEGASUS SATELLITE: Wants to Hire Great American as Consultant
PICO INVESTMENT: Voluntary Chapter 11 Case Summary
PIERPOINTE INN: Case Summary & 3 Largest Unsecured Creditors

PILLOWTEX CORP: Wants Court Nod on Kannapolis Property Sale
RCN CORP: Court Approves Exit Facility Increase by $20 Million
ROBOTIC VISION: Wants to Retain Dreier LLP as General Counsel
SEITEL INC: Sept. 30 Balance Sheet Upside-Down by $11.2 Million
SOLUTIA INC: Equity Committee Can Employ GeoSyntec as Expert

STRUCTURED ASSET: Fitch Junks Three Certificate Classes
SWEETHEART CABINETMAKERS: Case Summary & 20 Unsecured Creditors
TOMMY HILFIGER: Moody's Reviewing Ba1 Ratings & May Downgrade
TOWER AUTOMOTIVE: Moody's Reviewing Ratings & May Downgrade
TREY INDUSTRIES: Liquidity Issues Raise Going Concern Doubt

UNITED AGRI: S&P Upgrades Corporate Credit Rating One Notch to B+
UNUMPROVIDENT CORP: Moody's Reviewing Ratings & May Downgrade
URECOATS IND: Sept. 30 Balance Sheet Upside-Down by $7.9 Million
U.S. CAN: Oct. 3 Balance Sheet Upside-Down by $395 Million
US AIRWAYS: Gets Court Nod to Modify Labor Pacts with 3 TWU Locals

US AIRWAYS: Wachovia Asks for Adequate Protection of Aircraft
US AIRWAYS: Electronic Data Wants Adequate Protection for Services
USG CORP: Trafelet & PI Committee Wants to End Exclusive Periods
USGEN: Court Okays Sale of Three Northeast Plants to Dominion
VLASIC: Five Experts Testify in $250M Campbell Spin-Off Suit

W.R. GRACE: Court Approves Alternative Dispute Resolution Program
WORLDCOM INC: Allows New York Life's Multi-Million Claims
YELLOWSTONE GATEWAY: Case Summary & 24 Largest Unsecured Creditors

* FTI Interim Management Now Called FTI Palladium Partners
* Gordon Brothers Names Mark Schwartz New Chief Executive Officer
* Martin McFarland Joins Alvarez & Marsal as Managing Director
* Ropes & Gray to Combine with Intellectual Property Firm
* SSG Capital and Capstone Form Secondary Advisory Joint Venture

* Upcoming Meetings, Conferences and Seminars


                           *********

360NETWORKS: Completes Canadian Asset Sale to BCE for $215 Million
------------------------------------------------------------------
360networks Corporation completed the sale of its Canadian assets,
primarily Group Telecom, to Bell Canada for US$215 million in
cash.  Bell Canada also purchased selected northern US
interconnection assets and related liabilities.

"This transaction will allow us to invest more in attractive US
telecom opportunities," said Greg Maffei, Chairman and CEO of
360networks.

360networks will use the cash proceeds to retire all of its debt,
including the debt from its 2002 restructuring, and for working
capital purposes.

360networks will focus on its US operations, which include a low-
cost, long-haul network footprint with strategic metro access and
a regional Western regional network with unique reach into rural
markets.

360networks purchased Group Telecom out of CCAA proceedings in
February 2003.  During 2003 and 2004, Group Telecom dramatically
improved its operations and raised customer satisfaction reducing
its churn, sales allowance, and bad debt.  Group Telecom refocused
its sales efforts on data markets and medium- sized enterprises
and rebuilt its sales funnel, which allowed it to grow faster than
the wireline market.  Group Telecom will now operate as a division
of Bell Canada.

360networks has taken advantage of the turmoil in the telecom
market by adding synergistic, cash-flow positive assets at a
fraction of their original construction cost and current
replacement value.  In addition to Group Telecom, the Company has
purchased Dynegy's US telecom assets, Touch America (formerly
Montana Power), and Corban Communications.  These acquisitions
allow 360networks to serve its customers better by extending its
network reach and product capabilities while lowering costs
through higher utilization of network and overhead.  With its
debt-free balance sheet, attractive network, and experience in
purchasing and improving the operations of distressed telecom
assets, 360networks believes it has an opportunity to do more
acquisitions.

Headquartered in Vancouver, British Columbia, 360networks, Inc. --
http://www.360.net/-- is a leading independent provider of fiber
optic communications network products and services worldwide.  The
Company and its 22 debtor-affiliates filed for chapter 11
protection on June 28, 2001 (Bankr. S.D.N.Y. Case No. 01-13721),
obtained confirmation of a plan on October 1, 2002, and emerged
from chapter 11 on November 12, 2002.  Alan J. Lipkin, Esq., and
Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, represent
the Company before the Bankruptcy Court.  When the Debtors filed
for protection from its creditors, they listed $6,326,000,000 in
assets and $3,597,000,000 in liabilities.


ADELPHIA COMMS: Wants Until March 14 to Make Lease Decisions
------------------------------------------------------------
Adelphia Communications Corp. and its debtor-affiliates seek
further extension of their time to assume or reject unexpired non-
residential real property leases until March 14, 2005.

Since bankruptcy petition date, the ACOM Debtors have undertaken
the process of analyzing their unexpired leases and determining
which of leases are critical to the Debtors' operations, and which
are not necessary to the Debtors' future business needs.  Shelley
C. Chapman, Esq., at Willkie Farr & Gallagher, in New York,
relates that as of November 17, 2004, the Debtors estimate having
rejected 106 leases.

In the coming months, the ACOM Debtors will continue to analyze
their need for various premises governed by the unexpired leases.
The completion of the analysis, Ms. Chapman says, will require
time to enable the Debtors to continue to evaluate the need for
those locations in the context of either:

   -- a stand-alone plan of reorganization; or

   -- a possible sale of all or substantially all of the Debtors'
      assets.

With the ACOM Debtors' decision to embark upon pursuing both a
sale of the company and a stand-alone plan of reorganization, the
Debtors encounter myriad demands.  Furthermore, the Debtors are
currently devoting significant efforts toward the audit of their
financial statements for the several years prior to the Petition
Date.  According to Ms. Chapman, requiring the Debtors to make
significant lease decisions at this time is impractical.  The
Debtors must not be forced to choose between losing valuable
locations and assuming leases that ultimately should not be
rejected.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729. Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue No.
74; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADVANCED MEDICAL: Acquisition Plan Spurs Fitch to Review Ratings
----------------------------------------------------------------
Fitch Ratings placed Advanced Medical Optics, Inc.'s 'BB-' senior
secured debt and 'B' senior subordinated debt on Rating Watch
Positive.  The ratings apply to approximately $568 million of
outstanding debt at the end of the third quarter of 2004.

The rating actions follows Advanced Medical's announcement of its
intention to acquire Visx, Inc., a manufacturer of ophthalmic
laser-correction systems.  The acquisition broadens the company's
refractive product portfolio.  The acquisition, valued at
approximately $1.27 billion, to be completed in the first quarter
of 2005, is anticipated to be equity and debt financed.  The vast
majority of the purchase price is expected to be financed through
equity.

The Rating Watch Positive placement reflects an expected
improvement in the credit profile from reduced leverage and an
increased amount of cash-generating assets upon consummation of
the transaction.  Fitch will monitor the final purchase price of
the Visx acquisition, the amount of debt and equity issued to
conduct the transaction, and the anticipated subsequent
improvement in leverage (as measured by total debt to total
capital) and determine if an upgrade is warranted at that time.
Immediately upon completion, Fitch expects Advanced Medical's
total capital to increase to over $2.2 billion, yielding
significantly improved leverage.  Furthermore, positive rating
action will be based on incremental benefits achieved from both
the Pfizer and Visx assets, versus the costs of integration.

Since Advanced Medical's inception in July 2002 resulting from the
spinout from Allergan, the company has established a history of
rapid debt reduction coupled with aggressive efforts to accelerate
growth of both the Ophthalmic Surgical and Eye Care businesses.
Beyond internal research and development programs, the company had
development and marketing partnerships with a host of companies,
including Visx.  Fitch anticipates that integration of the Visx
acquisition will move efficiently in light of Advanced Medical's
familiarity with the business and that synergies will be realized
rapidly given present sales representatives already targeting the
same end-markets.  Additionally, Fitch is confident that AMO can
reduce leverage quickly given its debt reduction history.


AIRGATE PCS: Looking Into Proposed Merger with Alamosa Holdings
---------------------------------------------------------------
AirGate PCS, Inc. (Nasdaq:PCSA) acknowledged the receipt of a
proposal letter from Alamosa Holdings, Inc. (NASDAQ: APCS), in
which Alamosa proposed to combine with AirGate in a stock-for-
stock merger in which AirGate stockholders would receive
2.8 Alamosa shares in exchange for each of their AirGate shares.

"We are hereby advising shareholders that in our continuing effort
to maximize shareholder value, our Board of Directors is giving
this proposal serious consideration, as we do with any matters of
this nature," stated Thomas M. Dougherty, president and chief
executive officer of AirGate PCS.

Alamosa disclosed that a combination of the two companies would
create the premier Sprint PCS affiliate with over 23 million total
POPs, over 18 million covered POPs and over 1.25 million
subscribers.

"We believe our proposal represents a full and fair price for
AirGate shareholders and provides them with a significant
opportunity to participate as a shareholder in the growth of
Alamosa going forward," said David E. Sharbutt, Chairman and CEO
of Alamosa.  "We believe the increased scale of the combined
company will provide meaningful operational and financial benefits
to both companies and their shareholders."

"In addition, with a significantly increased market
capitalization, the combined company's common stock will provide
AirGate shareholders with a substantially more liquid security and
should appeal to a broader investor group going forward.  Alamosa
has a proven track record of successfully integrating acquisitions
and delivering operating results and we are confident we can
successfully integrate AirGate into our operations to the benefit
of all shareholders," Mr. Sharbutt added.

The proposal will expire at the close of business on Monday,
December 6, 2004, unless talks are underway regarding a definitive
transaction.

AirGate retained a financial advisor to look into the proposed
merger.

"We are carefully reviewing our strategic alternatives, including
continued execution of our recently developed long-term strategic
plan, as well as consideration of business combinations such as
the proposed combination, to determine what course of action is in
the best interest of AirGate and our shareholders in building
shareholder value," Mr. Dougherty said.

                          About Alamosa

Alamosa Holdings, Inc., is the largest (based on number of
subscribers) PCS Affiliate of Sprint (NYSE: FON), which operates
the largest all-digital, all-CDMA Third-Generation (3G) wireless
network in the United States.  Alamosa has the exclusive right to
provide digital wireless mobile communications network services
under the Sprint brand name throughout its designated territory
located in Texas, New Mexico, Oklahoma, Arizona, Colorado, Utah,
Wisconsin, Minnesota, Missouri, Washington, Oregon, Arkansas,
Kansas, Illinois and California.  Alamosa's territory includes
licensed population of 15.8 million residents.

                          About Sprint

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

                        About AirGate PCS

AirGate PCS, Inc., is the PCS Affiliate of Sprint with the right
to sell wireless mobility communications network products and
services under the Sprint brand in territories within three states
located in the Southeastern United States. The territories include
over 7.4 million residents in key markets such as Charleston,
Columbia, and Greenville-Spartanburg, South Carolina; Augusta and
Savannah, Georgia; and Asheville, Wilmington and the Outer Banks
of North Carolina.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2004,
Moody's Investors Service assigned a B2 rating to the proposed
$175 million of senior secured floating rate notes due 2011 of
AirGate PCS, Inc., and affirmed the company's other ratings.  The
rating outlook is positive.

The affected ratings are:

   * Senior implied rating B3 (affirmed)

   * Issuer rating Caa1 (affirmed)

   * $175 million senior secured floating rate notes due 2011
     -- B2 (assigned)

   * $159 million 9.375% senior subordinated secured notes due
     2009 -- Caa1 (affirmed)

   * $141 million senior secured credit facility due 2007/08 --
     WR (withdrawn)


ALTRA INDUSTRIAL: S&P Junks Proposed $165M Senior Secured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Altra Industrial Motion Inc.  At the same time it
assigned its 'CCC+' senior secured rating to Altra's proposed
$165 million second-lien senior secured notes due in 2011 and
assigned a recovery rating of '4', indicating the marginal
(25%-50%) likelihood of recovery of principal in the event of a
default.  The outlook is stable.

Genstar Capital LP, a private equity firm, is the main purchaser
of Quincy, Massachusetts-based Altra (known as the Power
Transmission Group) from Colfax Corp. (BB-/Positive/--) for
approximately $180 million.  Genstar is also acquiring Kilian
Corp. from Timken Co. (BBB-/Negative/A-3).  The total transaction
amounts to $214 million, to be funded through $49 million equity
contributed by Genstar and $165 million in debt.

"Altra has a well-below-average business profile and a very
aggressive financial profile.  The ratings on Altra are
constrained by the group's high indebtedness and limited financial
flexibility, as well as the fragmented, cyclical, and highly
competitive industry characteristics and weak margins," said
Standard & Poor's credit analyst John Sico.  "The group has a
leading position in niche segments; good customer, geographic, and
end-market diversity; and strong brand names.  An improving
financial profile, achieved through the gradual reduction of
leverage, should enable Altra to maintain credit quality
consistent with the current rating."

Altra produces a range of mechanical power transmission products,
which are sold in 70 countries to 400 direct original equipment
manufacturer clients and 3,000 distributor outlets. Altra's
engineered products are often used in such critical applications
as failsafe brakes for elevator, electric wheelchairs, and
forklifts.  Brand names include Boston Gear, Warner Electric,
Ameriflex, Amerigear, Kilian, Marland Clutch, Stieber, and Wichita
Clutch

Altra's liquidity is limited, with minimal cash on hand, but the
company has modest free operating cash flow generation and
availability on a new revolving credit facility of $30 million,
which is expected to remain largely undrawn over the next few
years.  Capital expenditures are modest, and there are no
amortizing debt payments.  Liquidity may tighten if working
capital requirements peak in the same two months as the semiannual
interest payments are due.


AMERICAN ENERGY: Emerges from Bankruptcy with New Management
------------------------------------------------------------
The American Energy Group, Ltd. (OTC.BB: AEGG) reported that the
NASDAQ has approved its resumption of trading on the OTC Bulletin
Board.  The Company has been assigned a new CUSIP number (025636
20 0) and a new symbol (AEGG) due to the cancellation by the
United States Bankruptcy Court of all prior, outstanding
securities pursuant to the Company's Second Amended Plan of
Reorganization.  New Common shares have been issued to the
bankruptcy creditors under the Plan.  The Company's current
outstanding newly issued shares total 24,698,518.  Old shares
which traded under the symbol AMEL shall no longer be traded due
to their court-ordered cancellation.

Significant changes have occurred both during and subsequent to
the initiation of bankruptcy proceedings.  On an historical note,
on June 28, 2002, the Company was placed in involuntary Chapter 7
bankruptcy by three creditors, one of which subsequently withdrew
and was replaced by Georg von Canal.  This proceeding temporarily
stayed the attempts by the first lien creditor to foreclose on the
Company's Texas oil and gas leases and further temporarily stayed
the ongoing state court litigation initiated by Georg von Canal to
invalidate a shareholder vote to remove him and to reaffirm his
management positions with the Company.  Mr. von Canal was
permitted to proceed with the state court matter and was
successful in reinstating his management positions in November
2002.

The bankruptcy proceedings were converted to a debtor-in-
possession Chapter 11 bankruptcy in December 2002.  Mr. Aber and
Mr. Smith resigned their management positions in early 2003 and
Pierce Onthank joined Mr. von Canal and Iftikhar Zahid as the sole
Directors.  Thereafter, efforts continued to sell the Texas-based
assets and to sell securities of the Company with the permission
of the Bankruptcy Court.  A contract was executed with a European
concern during February 2003, the terms of which provided for
convertible debt financing to the Company sufficient to discharge
the first lien debt against the Texas oil and gas assets.  The
purchaser did not perform the contract and, as a result, the first
lien lender foreclosed on the producing Texas oil and gas leases
in early 2003.  This foreclosure eliminated the Company's only
source of operating revenues and left remaining as assets only its
non-producing Texas oil and gas lease in the Gillock Field area of
Galveston County, Texas, and its Pakistan exploration license held
by its subsidiary, Hycarbex-American Energy, Inc.  The Company's
interests in the Galveston County lease include only the
exploration rights to deeper horizons and an after payout back-in
15% working interest in certain mid-range zones tied to the
activities of Smith Energy Company, Inc. in its operations in
those horizons.

In November 2003, the Company reached an agreement with Hydro Tur
(Energy) Ltd. to sell to Hydro Tur all of the stock of its
subsidiary, Hycarbex-American Energy, Inc., in exchange for an 18%
royalty and the commitment by Hydro Tur to drill a well on the
Pakistan Concession by April 16, 2004, which was later extended to
November 16, 2004 by amendment.  Due to equipment availability and
local logistics, drilling of the initial well will not occur until
after January 1, 2005.  After the sale to Hydro Tur (Energy) Ltd.,
Mr. Von Canal resigned and the remaining two directors, Pierce
Onthank and Iftikhar Zahid have continued to serve as the sole
Directors since that time.  Mr. Onthank succeeded Mr. Von Canal as
President and CEO of the Company.  Mr. Onthank has also assumed
the role as acting chief accounting officer for the Company.

Mr. Onthank received a BA in economics from Denison University.
Mr. Onthank began his career in the Merrill Lynch training program
and subsequently became a limited partner with Bear Stearns.
Later he became a Senior Vice President at Drexel Burnham Lambert,
where his primary responsibilities were to manage the private
client group, which was involved in both public and private
investments for individual and institutional accounts.  Mr.
Onthank moved on to serve as a Senior Vice President at Paine
Webber and later at Smith Barney Shearson where he managed the
investments of institutional and individual clients.  Before
becoming President of American Energy Group Ltd. he co-founded
Crary Onthank & O'Neill, an Investment Banking Company, in 1998,
which served as an investment banker to the Company from 1998
until 2001 and was instrumental in raising substantial equity and
debt capital for the Company prior to its bankruptcy.  Mr. Onthank
has specialized in oil and gas investments for his previous
investment banking and brokerage clients.

The Company has focused its efforts in the last twelve months on
emerging from bankruptcy and bringing its quarterly and annual
Securities and Exchange Commission reports current, both of which
have been accomplished.  Contemporaneously with these
administrative accomplishments, and while monitoring the progress
of Hydro-Tur (Energy) Ltd. in its seismic operations and
preparation for drilling in Pakistan, Company management began
efforts to maximize the value of the Galveston County lease by
studying and discussing with third parties the best course for the
asset, whether to initiate a deep rights development program with
a venture partner or a sale or farmout of such development rights
to a third party.  Additionally, in January 2004, the Company
filed a lawsuit in the United States Bankruptcy Court, Southern
District of Texas, as an adversary proceeding against Smith Energy
1986-A Partnership, Smith Energy Company, Inc., and Howard Smith.
The basis of the lawsuit is a claim for unpaid working interest
proceeds claimed by The American Energy Group, Ltd. as the owner
of a 15% "after payout" working interest in certain mid-range
producing zones under the Galveston County, Texas lease, based
upon the Company's belief that payout to Smith Energy may have
been achieved.

Pierce Onthank, President of the Company, stated: "We believe that
there have been positive developments resulting from the
bankruptcy proceedings.  We have a good deal yet to accomplish,
because we do not currently enjoy a revenue stream from any
business operation or asset, but we have eliminated the Company's
debt burden, diminished its labor force and significantly reduced
all facets of general and administrative overhead.  While we have
eliminated the high costs related to drilling and management of
the Pakistan concession, we also believe that we have preserved
the significant upside potential of the concession by positioning
the Company with a cost-free 18% gross royalty interest in the
wells which are planned by Hydro Tur (Energy) Ltd. as part of its
long range development program.  There can be no assurance of
drilling success by Hydro Tur (Energy) Ltd.  However, the large
amount of acreage
(850 square miles) comprising the Pakistan concession and the
estimated size of the geologic structures identified to date by
geologists and geophysicists who have studied the technical data
available, could, if drilling is successful, result in our
participation in multiple wells on a gross royalty basis.  The
cancellation and reissuance of new securities have reduced the
outstanding shares from over sixty six million shares to just over
twenty four million shares, a number which both permits the
issuance of additional securities in the future as needed to
obtain strategic assets or funding from investors, and which
provides an opportunity for enhanced shareholder value if the
current assets become positive cash generating assets.  In the
near term, however, we must continue to raise operating capital
through other means until a revenue stream is developed."

                        About the Company

Headquartered in Houston, Texas, The American Energy Group, Ltd.
was, until its calendar 2002 bankruptcy, an independent oil and
natural gas company engaged in the exploration, development
acquisition and production of crude oil and natural gas properties
in the Texas gulf coast region of the United States and in the
Jacobabad area of the Republic of Pakistan.

The Company's creditors filed an involuntary chapter 7 petition on
June 28, 2002 (Bankr. S.D. Tex. Case No. 02-37125).  The Company
converted its chapter 7 case to a chapter 11 petition on Dec. 12,
2002.  Leonard H. Simon, Esq., at Pendergraft & Simon L.L.P
represents the Debtor in its chapter 11 case.  The Company listed
$18,507,723 in total assets and $4,140,230 in total debts.


AMPEX CORP: Sept. 30 Balance Sheet Upside-Down by $139.7 Million
----------------------------------------------------------------
Ampex Corporation (OTCBB:AEXCA) reported a net loss of
$1.2 million on revenues of $8.3 million for the third quarter of
2004.  In the third quarter of 2003, the Company reported net
income of $3.6 million on revenues of $10.2 million.

Licensing revenue was $1.8 million in the third quarter of 2004,
which was virtually unchanged from $1.7 million in the third
quarter of 2003.  As previously announced, after the end of the
quarter, Canon Inc. and Sanyo Electric Co. Ltd. entered into
separate license agreements with the Company for use of its
patents in the manufacture and sale of digital still cameras.  The
Sanyo agreement also permits use of the Company's patents in
cellular telephones that incorporate digital image capture and
retrieval features.  Pursuant to the two licenses, the Company
will receive payments of approximately $11.6 million representing
royalties on shipments made prior to July 1, 2004, and will
receive running royalties in future periods based on sales of
products that utilize its digital still camera patents.  The
Company will also receive a negotiated prepayment of $13.5 million
from one of the licensees with respect to royalties due on sales
in the period from July 2004 through March 2006.  Accordingly, the
Company will record at least $25.1 million of receipts from these
two licenses in its fourth quarter 2004 financial statements.
Substantially all of such receipts will be used to repay debt.
The Company is in negotiation with additional manufacturers of
digital cameras and camera equipped cellular telephones and
currently expects to conclude additional license agreements within
the next 90 days.

During the third quarter of 2004, the Company incurred litigation
costs of $1.1 million related to lawsuits that it initiated with
the International Trade Commission and in the U.S. District Court
for the District of Delaware against Sanyo Electric Co. Ltd. in
May 2004 and separately against Sony Corporation in July 2004 and
Eastman Kodak Company in October 2004 for their unauthorized use
of Ampex patents in digital still cameras and cellular phones
equipped with digital image storage and retrieval capabilities.
If granted, an ITC exclusion order would prohibit the importation
and sale of such products in the United States throughout the
duration of the life of each patent.  The U.S. District Court
suits seek payment of damages.  Subsequently Ampex has withdrawn
their complaints against Sanyo based on having concluded a license
agreement with them.  The Company may seek to enforce its patents
by instituting additional litigation against other manufacturers
of digital still cameras, digital video camcorders, DVD recorders
and other products where it is believed Ampex technology is being
used, if licensing agreements cannot be concluded on satisfactory
terms.  As a result of the increased costs, the corporate
licensing segment contributed operating income of $0.1 million in
the third quarter of 2004 compared to operating income of
$1.5 million in the third quarter of 2003.

Product sales and service revenues from the Company's Recorders
segment (Data Systems) totaled $6.6 million for the third quarter
of 2004 compared to $8.4 million in the third quarter of 2003.  At
the end of the quarter ended September 30, 2004, the Company had
completed the manufacture of certain products and had received
payment from its customers totaling $1.2 million which will be
recognized as revenue later in 2004 or early 2005 when such
products are shipped to the customers' designated locations.  The
Recorder's segment operating loss in the third quarter of 2004
amounted to $0.3 million compared to an operating income of
$1.5 million in the third quarter of 2003.

In the third quarter of 2004, the Company recognized a
restructuring credit of $1.4 million, as a result of the
relocation of some manufacturing operations from Colorado Springs
to Redwood City, reutilizing leased facilities that were charged
to restructuring expense in prior periods.  There were no
restructuring charges or credits in the third quarter of 2003.

In the three months ended September 30, 2004, the Company
recognized its pro-rata share of income, including gain on the
sale of its investment, totaling $0.6 million from an investment
partnership as well as $0.4 million in fees earned on profits
realized by other institutional investors.  Interest expense and
other financing costs, net, accounted for $0.59 loss per diluted
share in the third quarter of 2004 compared to $0.67 loss per
diluted share in the third quarter of 2003.

At September 30, 2004, Ampex Corporation's balance sheet showed a
$139,695,000 stockholders' deficit, compared to a $136,137,000
deficit at December 31, 2003.
Ampex Corporation -- http://www.ampex.com/-- headquartered in
Redwood City, California, is one of the world's leading innovators
and licensors of technologies for the visual information age.


APARTMENT HUNTERS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Apartment Hunters, Inc.
        11778 North Dale Mabry Highway
        Tampa, Florida 33618

Bankruptcy Case No.: 04-22554

Type of Business: The Debtor provides apartment locating
                  assistance and other real estate relocation
                  services in the Tampa, Orlando, and Gainesville
                  areas.  See http://www.apartmenthunters.com/

Chapter 11 Petition Date: November 19, 2004

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Alberto F. Gomez, Jr., Esq.
                  Morse & Gomez, PA
                  119 South Dakota Avenue
                  Tampa, Florida 33606
                  Tel: 813-301-1000

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

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20-largest creditors.


APPALACHIAN REGIONAL: Fitch Affirms BB+ Rating on $79M Bonds
------------------------------------------------------------
Fitch Ratings affirmed the 'BB+' rating on $79,995,000 Kentucky
Economic Development Finance Authority refunding and improvement
revenue bonds (Appalachian Regional Healthcare, Inc.), series
1997.  The Rating Outlook is Stable.

The 'BB+' affirmation reflects ARH's positive financial
performance, light debt load, and limited competition due to its
isolated service areas.  In fiscal 2004, ARH posted a $3.8 million
operating gain (0.9% operating margin), ARH's third consecutive
positive margin.  Through the three months of fiscal 2005 (Sept.
30), ARH posted a 0.3% margin.  As a result, ARH had strong debt
service coverage of 2.8 times (x) at fiscal year-end 2004 and 3.5x
through the three months of fiscal 2005.  ARH's financial
improvement is a result of the relatively new management team's
strategic objectives, which include improved financial reporting,
improved staffing, better supplies management, and revenue cycle
management initiatives.

Management asserts that it has completed the accounts receivable
and bad debt restatements that have been a credit issue for the
past two years and that no more restatements should occur.  Both
the 2002 and 2003 audits have been restated to reflect new bad
debt reserve policies, retroactively, in the 2003 and in the 2004
audits.  As a result, days in accounts receivable have declined
from 110.5 days in fiscal 2001 to 55.4 days in fiscal 2004.
Fitch considers the completion of the restatements to be positive.
On a comparable basis, ARH's debt load is considered low by Fitch,
as its maximum annual debt service -- MADS -- as a percentage of
revenue is 2.2% in fiscal 2004, and ARH's $9.98 million MADS
includes all ARH system debt service.  Fitch's 2004 median for
this measure was 4.6% for non-investment grade credits.  ARH faces
limited competition in most of its nine separate service areas,
located in eastern Kentucky and western West Virginia.  Seven of
ARH's nine acute-care hospitals have a leading market share
position, and two of the facilities are designated as critical
access hospitals.

Primary credit concerns include ARH's:

   * low liquidity position,
   * high dependence on government payors,
   * weak service area characteristics,
   * negative inpatient utilization trends, and
   * future capital needs.

At fiscal 2004, ARH's liquidity position was only $27.9 million
(25.4 days cash on hand and a 31.8% cash-to-debt ratio), net of
$2.25 million short-term debt.  In fiscal 2004, Medicare and
Medicaid constituted nearly 70% of ARH's gross revenues,
demonstrating high exposure to governmental cutbacks in
reimbursement.  Management indicated that ARH's revenue could be
significantly affected by cost containment in Kentucky or West
Virginia's Medicaid program.  The majorities of ARH's facilities
are located in rural communities in Kentucky and West Virginia and
are characterized by weak socioeconomic and demographic
indicators.  This has had a negative impact on ARH's bad debt as a
percentage of revenue, which was a very high 9.3% through the
three months of fiscal 2005, through dropping to 5.4% in 2004.
The service area's overall declining population base has
contributed to ARH's negative inpatient utilization trends, and
management asserts that outmigration due to a poor malpractice
environment has led to physician departures and subsequent
inpatient utilization declines, as well.  Lastly, while ARH has
indicated that it will not re-enter the capital markets over the
short term, capital needs are a concern.  ARH's average age of
plant was 13 years as of fiscal year-end 2004.

ARH's Stable Rating Outlook reflects Fitch's belief that the
current management team is implementing initiatives that will
allow ARH to operate at current levels despite its challenging
payor mix.  However, any improvement in ARH's financial profile
will likely be limited by potential cuts in Medicaid and future
capital needs of the system.

ARH is headquartered in Lexington and comprises nine acute care
hospitals, one psychiatric hospital, 13 outpatient clinics, and
other related health care businesses located throughout eastern
Kentucky and West Virginia.  Total revenues in fiscal 2004 were
$443 million.

ARH series 1997 bond covenants require only annual audited
financial disclosure to investors, which Fitch views negatively.
However, the current management team has been proactive in
providing quarterly disclosure, income statement, balance sheet,
statement of cash flows and thorough utilization data, to
bondholders on its web site, http://www.arh.org/financials


ATA AIRLINES: Judge Lorch Approves $15.5 Million DIP Financing
--------------------------------------------------------------
The Official Committee of Unsecured Creditors is not opposed to
ATA Airlines and its debtor-affiliates entering into an agreement
for postpetition financing on commercially reasonable terms that
affords reasonable protections to the Debtors' Chapter 11 estates.
The Committee recognizes that DIP financing is necessary to
preserve the value of the Debtors' estates for the benefit of
creditors.

The Creditors Committee, however, complains that the proposed
$500,000 Carve-Out is overly restrictive.  The Committee objects
to the limitations in the proposed Carve-Out on the amount of
professionals' fees and expenses and Committee member expenses
that are incurred, but unpaid, as of the date of an Event of
Default.  The Committee suggests that professionals should be
required to exhaust their retainers prior to requesting payment
for unpaid fees and expenses from the Debtors' estates.
Professionals should not be penalized and exposed to the risk of
non-payment of fees and expenses incurred prior to an Event of
Default.  Similarly, Committee members performing their fiduciary
duties should not bear the risk of incurring out-of-pocket
expenses in the performance of their official duties that may not
be reimbursed by the Debtors' estates.

The Creditors Committee also contends that the Debtors' obligation
to pay the $1,500,000 Contingent Incentive Fee should terminate
upon repayment of the DIP Loan.  The Committee explains that the
Operations and Employment Goals remain in effect even after the
Debtors have repaid the DIP Loan in full.  Thus, while the Debtors
and their estates receive the benefit of the DIP Loan for a short
time -- less than three months -- the Debtors' estates are bound
by the Operations and Employment Goals until their exit from
Chapter 11.  Consequently, the Debtors could be obligated to pay
the Indiana Transportation Finance Authority the $1,500,000 months
after the DIP Loan is repaid, if there are material changes to the
Debtors' operations or if a material adverse change results in the
Debtors having to liquidate their estates.  There is no
justification for extending the Operations and Employment Goals
beyond the term of the DIP Loan.

The Creditors Committee further notes that the enforcement of the
Operations and Employment Goals after repayment of the loan would
have the potential for dictating the terms of the Debtors'
reorganization.  A creditor is not permitted to dictate the terms
of a debtor's plan of reorganization.  At this early stage of the
Debtors' bankruptcy proceedings, it is unclear whether the
Operations and Employment Goals will maximize the value of the
Debtors' estates for the benefit of creditors.  The Debtors should
retain the flexibility to restructure their operations to maximize
their estates' value.

The Creditors Committee also objects to the Special Covenant that
necessitates the Debtors to maintain their civilian charter
service and military charter service.  This Special Covenant
precludes the Debtors from seeking a sale of either charter
service for the benefit of creditors.  This Covenant unduly limits
the Debtors' operations and restructuring alternatives.

The Creditors Committee wants the terms of the Debtors' DIP Loan
modified to address its concerns.

                      ATSB Supports DIP Loan

The Air Transportation Stabilization Board supports the Debtors'
efforts to secure DIP Financing.

U.S. Attorney Susan W. Brooks relates that the ATSB has not yet
received complete documents or final documents relating to the
Debtors' DIP Financing.  The ATSB reserves its rights with respect
to the DIP Financing.

                         *     *     *

Judge Lorch approves the $15,500,000 DIP Financing from the
Indiana Transportation Finance Authority, according to Ted
Evanoff, staff reporter of The Indianapolis Star.

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


ATA AIRLINES: Flying Food Asks for Decision on Catering Contract
----------------------------------------------------------------
Flying Food Group, LLC, provides daily catering services to the
ATA Airlines and its debtor-affiliates at the Chicago Midway,
Newark, San Francisco, Seattle, Orlando, Miami and Dallas/Ft.
Worth airports.  The daily value of Flying Food's catering
services provided to the Debtors ranges from $23,000 to $29,000.
As of the Petition Date, Flying Food is owed $1,200,000.

On the bankruptcy petition date, the Debtors contacted Flying
Food's principal to schedule a meeting on October 27, 2004.  The
Debtors want to discuss the implementation of financial
arrangements so that Flying Food could continue to provide
catering services during the Debtors' Chapter 11 case without risk
of non-payment for the services.  The Meeting, however, was
cancelled and the Debtors advised Flying Food to seek legal advice
as to what it should do about providing catering services going
forward.  The Debtors provided no further information, and no
offers of adequate protection have been made.

According to Deborah J. Caruso, Esq., at Dale & Eke, PC, in
Indianapolis, Indiana, the monthly value of the services provided
by Flying Food is between $1,000,000 and $1,200,000.  Flying Food
is a closely held company, and is not in a position to extend the
present level of credit to the Debtors without assurance of
payment.  Flying Food will suffer irreparable financial harm if it
is required to continue providing catering services to the Debtor
on credit.

By this motion, Flying Food asks the United States Bankruptcy
Court for the Southern District of Indiana to compel the Debtors
to immediately assume or reject their catering contract.

Even though the Debtors' Chapter 11 cases is in its early stages,
a balancing of the equities and hardships clearly favors requiring
an immediate decision by the Debtors.  The Debtors should not be
allowed to force Flying Food to extend more than $1,000,000 per
month in credit to the Debtors.

In the alternative or in the event the Court provides the Debtors
with a period of time to assume or reject the Catering Contract,
and as a condition of its continuing performance and as adequate
protection of its interest, Flying Food asks the Court to:

   (a) require the Debtors to immediately pay for all
       postpetition catering services rendered to date;

   (c) require the Debtors to immediately pay $412,500, the
       amount of 15 days' worth of catering services estimated at
       $27,500 per day.  The amount will be applied to the next
       15 days' of services;

   (d) require the Debtors to continue to pay $412,500 every 15
       days to Flying Food, on account of catering services to be
       rendered on the subsequent 15 days; and

   (e) provide that all payments made to Flying Food will be
       indefeasible.

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)


BALLY TOTAL: Reports Third Quarter 2004 Operating Highlights
------------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT) reported
selected operating data for the third quarter ended
September 30, 2004.  Membership sales trends continued to show
improvement during the quarter with gross committed membership
fees growing 11% during the third quarter of 2004 and 16% for the
nine months ended September 30, 2004 over the comparable prior
year periods.  New membership joins increased 14% during the third
quarter of 2004 and grew 23% for the nine months ended September
30, 2004 over the comparable prior year periods.  October 2004
gross committed membership fees increased 12% over the prior year
period while the number of new joining members increased 21%.  The
Company expects to report a net loss for the three and nine months
ended September 30, 2004.  Total members grew 2% to 4,040,000 at
September 30, 2004 from 3,956,000 at December 31, 2003.

As of November 18, 2004, the Company had no outstanding advances
under the $100 million revolving credit portion of its
$275 million credit facility, except for $8.7 million in letters
of credit.

                     Selected Operating Data

The operating data reflect membership sales and cash flow data.
Since this data is not affected by the Company's revenue
recognition policy, the Company does not expect these items to
change as a result of the recently announced restatements.  In
addition, the following operating data has not been reviewed by
KPMG LLP and therefore is subject to change, which changes may be
material individually or in the aggregate.

Gross committed membership fees is a measure which includes the
total potential future value of all initial membership fee
revenue, dues revenue, earned finance charges and membership-
related products and services revenue from new membership sales
originations in a period.  It is measured on a gross basis before
consideration of any uncollectible amounts.  We track gross
committed membership revenue as an indicator of the success of our
current sales activities and believe it to be a useful measure to
allow investors to understand current trends in membership sales.

The variance in cash provided by operating activities between the
second and third quarters of 2004 is largely due to the
fluctuation in accounts payable and accrued liabilities.

On November 15, 2004, the Company announced that it has commenced
the solicitation of consents to waivers of defaults from holders
of its:

   -- $235 million 10-1/2% Senior Notes due 2011 and
   -- $300 million 9-7/8% Senior Subordinated Notes due 2007

under the indentures governing the notes.  These defaults relate
to the Company's failure to timely file its financial statements
with the Securities and Exchange Commission and deliver such
financial statements to the trustee under the indentures.  No
assurances can be given that the Company will obtain the requested
waivers or a default under the indentures will not occur in the
future.

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

                        About the Company

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

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2004,
Moody's Investors Service placed the ratings of Bally Total
Fitness Holding Corporation on review for possible downgrade
following Bally's announcement that the trustee under its senior
and subordinated note indentures informed the company that it will
send default notices to the company unless Bally commences consent
solicitations by November 15, 2004, and has either cured the
defaults or obtained the necessary waivers from the holders of a
majority of each series of notes by December 15, 2004.  The
trustee has advised the company that it would begin notifying
noteholders of default in accordance with the indentures.  Moody's
is concerned that an event of default under the indentures may be
triggered if Bally is unable to obtain the necessary waivers or
cure the default.

Moody's placed these ratings on review for possible downgrade:

   * $175 million Senior Secured Term Loan B Facility, due 2009,
     rated B2;

   * $100 million Senior Secured Revolving Credit Facility, due
     2008, rated B2;

   * $235 million 10.5% Senior Unsecured Notes, due 2011,
     rated B3;

   * $300 million 9.875% Senior Subordinated Notes, due 2007,
     rated Caa2;

   * Senior Implied, rated B3;

   * Senior Unsecured Issuer, rated Caa1.

As reported in the Troubled Company Reporter on Nov. 5, 2004,
Standard & Poor's Ratings Services lowered its ratings on Chicago,
Illinois-based Bally Total Fitness Holding Corp., including its
corporate credit rating to 'CCC+' from 'B'.

In addition, Standard & Poor's revised the CreditWatch
implications to developing from negative.  The fitness club
operator's total debt outstanding at March 31, 2004, was
$731.8 million.


BEACON POWER: Nasdaq Stays Stock Delisting Until May 12, 2005
-------------------------------------------------------------
Beacon Power Corporation (NASDAQ: BCON) received a letter dated
November 16, 2004 from the Nasdaq Stock Market, stating that the
Nasdaq Listing Qualifications Panel has granted the Company an
additional 180 days to regain compliance with marketplace Rule
4310(c)(4).  The Company's securities will continue to be listed
on the Nasdaq SmallCap Market until May 12, 2005.  That letter
also indicated that Nasdaq has filed a proposed rule change with
the Securities and Exchange Commission on October 21, 2004, which
would allow the Company to remain listed beyond May 12, 2005 if it
has not regained compliance by then.  However, there is no
assurance that the Company's stock will continue to be listed on
the Nasdaq SmallCap Market after May 12, 2005.

The Company had previously received a letter from Nasdaq dated
May 17, 2004, indicating that the Company's common stock had not
met the $1.00 minimum bid price requirement for continued listing
for the 30 days then ended, and that the Company's common stock
would, therefore, be subject to delisting from the Nasdaq SmallCap
Market, pursuant to Nasdaq Marketplace Rule 4310(c)(4).
Therefore, in accordance with Marketplace Rule 4310(c)(8)(D), the
Company was provided 180 calendar days, or until Nov. 15, 2004, to
regain compliance or face delisting on November 15, 2004.

                        About the Company

Beacon Power Corporation designs and develops sustainable energy
storage and power conversion solutions that provide reliable
electric power for the electric utility, renewable energy, and
distributed generation markets.  The Company's new Smart Energy
Matrix is a megawatt-level, utility-grade energy storage solution
that is designed to deliver sustainable power quality services for
frequency and voltage regulation, as well as power flow
stabilization, and to support the demand for reliable, distributed
electrical power.

                         *     *     *

In its Form 10-Q for the quarterly period ended September 30,
2004, filed with the Securities and Exchange Commission, the
Company said it is not expecting to become profitable or cash flow
positive until at least 2008, and its ability to continue as a
going concern will depend on being able to raise additional
capital by April 2005.

As shown in its consolidated financial statements, the Company
incurred significant losses from continuing operations of
approximately $8,618,000, $20,839,000, and $26,146,000 and cash
and cash equivalents decreases of approximately $8,957,000,
$16,335,000 and $27,850,000, during the years ended Dec. 31, 2003,
2002 and 2001, respectively.  The Company has $4,509,000 of cash
and cash equivalents on hand at Sept. 30, 2004.  The Company has
recorded limited revenue from sales of its products.  These
factors, among others, indicate that the Company may be unable to
continue as a going concern.

The audit report on the Company's consolidated financial
statements for the fiscal year ended December 31, 2003, contained
a going concern exception, which stated that "the Company's
recurring losses from operations and negative cash flows raise
substantial doubt about its ability to continue as a going
concern."


BISTRO 2000-6: Fitch Affirms BB Rating on $100 Mil. Class B Notes
-----------------------------------------------------------------
Fitch Ratings affirms two tranches of BISTRO 2000-6, as follows:

   -- $300,000,000 class A notes at 'AA-';
   -- $100,000,000 class B notes at 'BB'.

BISTRO 2000-6 is a synthetic balance sheet collateralized debt
obligation established by JP Morgan to provide credit protection
on a $4 billion portfolio of investment-grade loans.  The notes
are supported by the cash flows of the collateral, as well as the
credit default swap premium paid by JP Morgan.  The ratings
assigned to the notes address the timely payment of interest and
the ultimate payment of principal.

Fitch reviewed the credit quality of the individual assets
constituting the portfolio.  Since Fitch's last rating action in
July 2003, the performance of the reference portfolio has remained
relatively stable, along with minimal credit migration.  BISTRO
has experienced one credit event during this time; Interstate
Brands Corporation filed for bankruptcy in September 2004 but
Fitch estimates a low credit protection payment due to a high
recovery price on the underlying loan.  Accordingly, Fitch has
determined that the ratings assigned reflect the current risk to
noteholders.

As a result of earlier deterioration in credit quality of several
of the underlying assets, as well as higher-than-expected credit
protection payments under the credit default swap, $100,000,000
class C and $30,000,000 class D notes were downgraded in 2003 to
'D'.

Fitch will continue to monitor and review this transaction for
future rating adjustments as needed.


CAROLINA PROFESSIONAL: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Carolina Professional Employers, Inc.
        dba Emcore
        PO Box 1526
        Greenville, North Carolina 27835

Bankruptcy Case No.: 04-09075

Chapter 11 Petition Date: November 19, 2004

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  PO Drawer 1654
                  New Bern, North Carolina 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

Total Assets:   $233,519

Total Debts:  $5,866,815

Debtor's 8 Largest Unsecured Creditors:

    Entity                      Nature Of Claim     Claim Amount
    ------                      ---------------     ------------
Internal Revenue Service        Federal Withholding   $4,100,000
Attn: Insolvency I              Estimated Amount
320 Federal Place
Greensboro, North Carolina 27402

Internal Revenue Service        Federal Withholding   $1,200,000
Attn: Insolvency I              Estimated Amount
320 Federal Place
Greensboro, North Carolina 27402

BB&T                            Loan                    $293,997
ATTN: Managing Agent
PO Box 1847
Wilson, North Carolina 27894

Willard & Sue Bailey            Unsecured Claim         $226,155
PO Box 403
Graham, North Carolina 27253

Meister Seelig Fein LLP         Legal Services           $27,905

Internal Revenue Service        Unsecured Claim          $14,851

Sue Bailey                      Unsecured Debt            $3,058

RSM McGladrey, Inc.             Accounting Services         $849


CEDAR BRAKES: Moody's Revises Outlook on Junk Ratings to Stable
---------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Cedar
Brakes I & Cedar Brakes II to stable from negative.  The senior
secured debt of CBI and CBII continues to be rated Caa1.  This
action follows the confirmation of El Paso Corporation's senior
unsecured rating at Caa1 with a stable outlook.

CBI and CBII were structured to monetize the fixed price
differential between the prices received from Public Service
Electric and Gas Company -- PSE&G -- for electric capacity and
energy delivered under certain PPAs, and the fixed prices paid to
El Paso's subsidiary, El Paso Marketing, L.P. -- EPM -- under
mirror PPAs.

EPM (formerly known as El Paso Merchant Energy, L.P.) benefits
from a performance guarantee from El Paso.  Additionally, El Paso
assumes all of the management and administrative functions of CBI
and CBII, and is required to make payments to CBI and CBII under
certain circumstances.  The ratings are closely linked to the
rating of El Paso because the tight coverages that are structured
into the transactions leave little room for payment delays or
other failure to perform by El Paso.

CBI and CBII benefit from liquidity accounts, which are available
to cover timing differences in electric power deliveries and debt
service requirements.  At June 30, 2004, the liquidity account
balances were approximately $12 million and $19 million for CBI
and CBII, respectively.  Additionally, CBI had approximately
$23 million of cash and cash equivalents on hand while CBII had
approximately $29 million of cash and cash equivalents on hand.

Moody's also notes that CBII has higher coverage ratios than
forecast, which gives the company slightly more financial
flexibility than CBI.  However, the coverage level is not
sufficient to support a higher rating given the high degree of
reliance upon El Paso's performance.

Cedar Brakes I, L.L.C and Cedar Brakes II, L.L.C. are special
purpose entities that were formed to securitize and own amended
power purchase agreements with Public Service Electric & Gas
(Baa1, senior unsecured).  CBI and CBII are both indirectly owned
by El Paso Corporation.


CENTER FOR DIAGNOSTIC: S&P Rates Planned $95M Sr. Secured Debt B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' corporate
credit rating to the Center for Diagnostic Imaging Inc -- CDI, a
medical imaging services provider.  Standard & Poor's also
assigned a 'B+' senior secured debt rating and a recovery rating
of '4' to CDI's proposed $95 million senior secured credit
facilities, which consist of a $75 million, six-year term loan
facility and a $20 million, five-year revolving facility.

The proposed credit facility is rated the same as CDI's corporate
credit rating; this and the recovery rating of '4' indicate that
lenders are likely to realize marginal recovery of principal
(25%-50%) in the event of a bankruptcy.  The debt is being issued
as part of the company's leveraged buyout by Onex Partners.

The outlook is stable.  Approximately $94 million of debt,
including capital leases, will be outstanding at the close of the
transaction.

"CDI's low-speculative-grade ratings reflect the company's
relatively small presence in the competitive medical imaging
field, as well as its geographic concentration, reimbursement
risk, and limited financial resources," said Standard & Poor's
credit analyst Cheryl Richer.  "These factors overshadow favorable
demand prospects related to the aging population and the benefits
of imaging itself, which can preclude more expensive medical
procedures and aid in the diagnosis of additional disease states."

Minneapolis, Minnesota-based CDI provides diagnostic imaging
services through its network of 30 fixed-site facilities, which
serve patients in seven states.  Its largest concentration is in
Minnesota (where it has 12 centers that represent about one-half
of sales).  The company seeks to partner with local hospitals,
physician groups, and radiologists, providing them with outpatient
diagnostic imaging services at its fixed-site centers.  While CDI
maintains controlling interest, the hospitals or radiologists are
required to make a significant financial investment in the
partnerships to foster long-term relationships.

There are several key risks in CDI's business profile.  The
company is smaller and more geographically concentrated than other
national providers.  Also, the diagnostic imaging industry is
highly fragmented, and competition has increased over the past
couple of years as attractive vendor-finance arrangements have
encouraged hospitals and physician practices to acquire their own
imaging equipment.

Although CDI has a solid market position in Minnesota, its
concentration there highlights the company's vulnerability to
local demand fluctuations, regulatory changes, and pricing
pressures.  While pricing appears stable for the near term, any
significant government or managed-care price cuts could hurt the
company's credit quality given its sales concentration from these
payors (20% from government and 60% from managed care).  Moreover,
while CDI offers various modalities, magnetic resonance imaging --
MRI -- contributes about 65% of revenues, and therefore CDI is
particularly sensitive to changes in reimbursement for this
service.


CITATION CORP: S&P Assigns BB+ Ratings to DIP Financing
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
the $45 million debtor-in-possession financing due March 31, 2005,
of Citation Corp. (D/--/--).

"The rating reflects our opinion that Citation is likely to emerge
from Chapter 11 bankruptcy protection but will face some
impediments to successful emergence and restructuring," said
Standard & Poor's credit analyst Heather Henyon.  "At this time,
our rating does not include any credit for collateral value that
could lead to potential enhancement of the DIP loan rating."

Birmingham, Alabama-based Citation is a privately held casting
company that manufactures and supplies components to the auto (65%
of revenues), trucking (15% of revenues), and industrial (20% of
revenues) end markets.

On September 18, 2004, Citation filed for Chapter 11 bankruptcy
protection because of a liquidity crunch from an untenable cost
structure resulting from unrecoverable cost increases for raw
materials.  The company was unsuccessful in getting some of its
customers to pay surcharges to cover higher steel costs, leading
to its bankruptcy filing.  The final order was filed on
October 18, 2004, and the company expects to emerge from
bankruptcy by March 2005.

Standard & Poor's expects Citation to emerge from bankruptcy
because of its near-term importance in the supply chain of its
customers.  Most of Citation's products are engineered for
specific applications and cannot be quickly re-sourced to other
suppliers without disrupting the customer's production process.

While Standard & Poor's believes that Citation will emerge from
bankruptcy, some obstacles that Citation could face include:

   -- excess industry production capacity, estimated at about 30%,
      which results in a very competitive pricing environment and
      substantial exit barriers;

   -- a highly fragmented industry with a concentrated customer
      base with strong purchasing power, which enables them to
      resist pricing demands of their numerous suppliers;

   -- an uncertain demand environment, especially for automotive
      components; and

   -- vulnerability to future lost business because of the
      bankruptcy filing and potentially damaged relationships
      resulting from pricing demands, which could complicate
      Citation's access to post-bankruptcy financing.

With the recent Chapter 11 filing of another large casting
company, there is the potential for some industry consolidation.
However, it is not clear whether there are financial or strategic
buyers with the appetite to roll up this highly competitive and
capital-intensive industry.

The DIP facility is a six-month $45 million asset-based revolving
credit facility with a $5 million letter of credit limit.
Citation Corp. is the borrower, and the guarantors are Holdings
and each of Citation's existing and future subsidiaries.  Lenders
are J.P. Morgan and a syndicate of banks, and the facility is
secured by a first-priority lien on all unencumbered property of
the debtors, a perfected junior lien on all prepetition and
postpetition property, and a first-priority senior priming
security interest in and lien upon all pre- and post-petition
property.


CLEARCOMM LP: Sept. 30 Balance Sheet Upside-Down by $105.5 Million
------------------------------------------------------------------
ClearComm, L.P.'s consolidated financial statements for the third
quarter have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business.  The Partnership
commenced operations in September 1999 and has realized a net loss
amounting to $16.7 million for the nine-month period ended
September 30, 2004 and a net loss of $23.6 million for the
nine-month period ended September 30, 2003.  It also has working
capital deficit and partners' capital deficits of $105.5 million
as of September 30, 2004.  The Partnership is likely to continue
incurring net losses until the time as its subscriber base
generates revenue in excess of the Partnership's expenses.
Development of a significant subscriber base is likely to take
time, during which the Partnership must finance its operations by
means other than its revenues.

Management believes that the Partnership will comply with all the
requirements for obtaining financing and believes that cash and
cash equivalents on hand, anticipated growth in revenues, vendor
financing and permanent financing will be adequate to fund its
operations, at a minimum, through the end of 2004.  However, in
the absence of improved operating results and cash flows, and
without the closing of its contemplated permanent financing, the
Partnership may face liquidity problems to fund its operations and
meet its obligations.  As a result of these matters, substantial
doubt exists about the Partnership's ability to continue as a
going concern.

ClearComm, L.P. is a limited partnership organized on
January 24, 1995 under the laws of the State of Delaware.  The
Partnership was formed to file applications with the Federal
Communications Commission under personal communications service
frequency Block C, originally restricted to minorities, small
businesses and designated entities, to become a provider of
broadband PCS.  The Partnership will terminate on
December 31, 2005, or earlier upon the occurrence of certain
specified events as detailed in the Partnership Agreement.

SuperTel Communications Corp., a Puerto Rico corporation, is the
General Partner.  Its total share of the income and losses of the
Partnership is 25% in accordance with the Partnership Agreement.
Approximately 1,500 limited partners also invested in the
Partnership through a private placement.


CONSOLIDATED FREIGHTWAYS: To Auction Houston Facilities on Dec. 2
-----------------------------------------------------------------
As Consolidated Freightways completes the largest real estate sale
in transportation history -- 229 total properties with an
appraised value over $400 million -- the company is now placing
its Houston distribution facilities located at 4847 Blaffer St.
for sale individually or together to the highest bidder, through a
reserve auction process scheduled for December 2, 2004.

The CF properties consists of a 91-door cross-dock distribution
facility (terminal #1) situated on 11 acres and 97-door cross-dock
distribution facility (terminal #2) situated on 6.28 acres.  Both
facilities have been closed to operations since September 3, 2002
when the 74-year-old company filed for bankruptcy protection.
Since then CF has been liquidating the assets of the corporation
under orders of the bankruptcy court.  417 CF employees formerly
worked at the Houston terminals.

A starting price has been established for terminal #1 at
$1,100,000 and for terminal #2 at $595,000.  Those bidders
interested in purchasing the entire property will start the
bidding at $1,695,000.

Interested parties who would like to participate in the December
bankruptcy auction should submit the form Request to be Designated
a Qualified Bidder at Auction.  That form can be found at
http://www.cfterminals.com/Overbidderand must be submitted prior
to the date of the auction.  The indicated deposit must also be
received, via wire or certified check, prior to the date of the
auction.

To date, 213 CF properties throughout the U.S. have been sold for
$375 million.  Potential bidders should direct any questions about
the property and the bidding procedures that cannot be answered at
the company's web site http://www.cfterminals.com/,to
Transportation Property Company at (800) 440-5155.

Headquartered in Vancouver, Washington, Consolidated Freightways
Corporation (Nasdaq:CFWY) is comprised of national less-than-
truckload carrier Consolidated Freightways, third party logistics
provider Redwood Systems, Canadian Freightways LTD, Grupo
Consolidated Freightways in Mexico and CF AirFreight, an air
freight forwarder.  Consolidated Freightways is a transportation
company primarily providing LTL freight transportation throughout
North America using its system of 300 terminals and over 18,000
employees.  The Company and its debtor-affiliates filed for
chapter 11 protection on September 3, 2002 (Bankr. C.D. Cal. Case
No. 02-24289).  Michael S. Lurey, Esq., at Latham & Watkins LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed $783,573,000 in total
assets and $791,559,000 in total debts.


CROMPTON CORPORATION: Moody's Affirms Low-B Ratings on Debts
------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 rating of Crompton
Corporation's $220 million secured credit facility and affirmed
the B1 ratings assigned to Crompton's $600 million of new senior
unsecured notes (due 2010 and 2012).  The new debt refinanced some
$536 million of debt that was scheduled to mature in 2004, 2005,
and 2006, and provided incremental additional liquidity.  Moody's
believes that the issuance of $600 million of notes was a
precondition for the new credit facility.  All of Crompton's
existing ratings are removed from review for possible downgrade
given the successful completion of the refinancing.  Moody's also
confirmed the company's Ba3 senior implied rating and assigns a
negative outlook.

Ratings Affirmed:

   * Guaranteed Secured Credit Facility due 2009, $220 million --
     Ba2

   * Senior Unsecured Notes due 2012, $375 million -- B1

   * Senior Unsecured Floating Rate Notes due 2010, $225 million
     -- B1

Ratings confirmed and removed from review for possible downgrade:

   * Senior Unsecured Notes, $350 million due 2005 -- Ba3 --
     ratings will be withdrawn

   * Senior Secured Notes, $260 million due 2023 and 2026 -- Ba3

   * Senior Implied Rating -- Ba3

Ratings Lowered:

   * Senior Unsecured Notes, $10 million due 2006 -- Ba3 --
     ratings lowered to B1

   * Issuer Rating -- Ba3 lowered to B1

The Senior Secured Credit Facility and the existing Senior Notes
due 2023 and 2026 are fully secured on an equal and ratable basis
by a first priority lien on all tangible and intangible personal
property and assets of Crompton and subsidiary guarantors.
However, the Senior Secured Credit Facility retains a first
priority distribution on the collateral in an amount equal to 10%
of consolidated net tangible assets.  In addition, the first
priority lien includes a pledge of not more than 65% of the voting
stock of foreign subsidiaries.

Moody's confirmed the Ba3 ratings on Crompton's existing
debentures due in 2023 and 2026, which are secured equally and
ratably with Crompton's banks.  These newly secured debentures
have, nevertheless, an inferior position relative to the banks and
do not have subsidiary guarantees, which are meaningful for
Crompton.  Additionally, the issuer rating was lowered to B1 as
senior unsecured debt is inferior to these newly secured
debentures.  The new senior unsecured notes are notched down at
B1, the same as the issuer rating.  The small amount
(approximately $10 million) of the 6.125% of senior notes due 2006
are also rated B1 as they participate in no security and have had
many of their covenant protections eliminated as a result of the
successful tender for some $140 million of the $150 million of the
notes.

Moody's maintains a negative outlook on Crompton's debt due to
weak credit metrics and ongoing legal issues.  Given recent
operating improvements, Moody's expects that Crompton will
generate annual free cash flow to total adjusted debt approaching
five percent, on a sustainable basis, within the next twelve
months.  If this free cash flow metric is not met the rating could
be lowered.  Moody's also notes that the ongoing legal expenses
and settlements remain a concern.  Crompton is the subject of
anti-trust investigations in five businesses.  In 2004, the
company settled with US and Canadian regulators regarding alleged
price fixing in rubber chemicals.  Under the agreements, Crompton
will pay a total of $57 million over 5 years, with minimal
payments until 2007.  Crompton has, as of this date, not settled
with European regulators regarding a similar investigation in the
rubber chemicals business.  In the remaining four businesses --
EPDM, heat stabilizers, nitrile rubber and urethanes, Crompton
self-reported and received amnesty from US, European and Canadian
regulators.  This means that Crompton will not likely be liable
for treble damages in civil cases, including class actions.
Additionally, the weak financial performance of several of these
businesses will likely limit both the dollar value of settlements
with regulators and civil suits.  However, urethanes may be an
exception, as it is still a profitable business.  Due to the
nature of the civil litigation process in the US, Moody's is
concerned that both on-going legal expenses and settlements could
be larger than currently anticipated.  Moody's will likely
maintain a negative outlook on the debt of Crompton until the
company resolves the majority of these claims or until additional
information concerning the company's potential liability is known.

Headquartered in Middlebury, Connecticut, Crompton manufactures a
variety of polymer and rubber additives, castable urethane pre-
polymers, ethylene propylene diene monomer -- EPDM, extruders,
crop protection chemicals, white oils, petrolatum,
microcrystalline waxes and other refined hydrocarbons.  The
company recorded revenues of $2.185 billion for 2003.


CSFB MORTGAGE: Moody's Junks Three Certificate Classes
------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes,
downgraded the ratings of seven classes and affirmed the ratings
of seven classes of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series
2001-FL2 as follows:

   -- Class A-X1, Notional, affirmed at Aaa

   -- Class A-X2, Notional, affirmed at Aaa

   -- Class A-Y1, Notional, affirmed at Aaa

   -- Class A-Y2, Notional, affirmed at Aaa

   -- Class A-Y3, Notional, affirmed at Aaa

   -- Class A-Y4, Notional, affirmed at Aaa

   -- Class C, $742,679, Floating, upgraded to Aaa from A2

   -- Class D, 4,581,148, Floating, upgraded to A1 from A3

   -- Class E, $5,726,435, Floating, upgraded to A3 from Baa1

   -- Class F, $6,871,721, Floating, affirmed at Baa3

   -- Class G, $8,017,008, Floating, downgraded to Ba2 from Ba1

   -- Class H, $12,758,307, Adjusted WAC, downgraded to Ba3 from
      Ba2

   -- Class J, $5,888,352, Adjusted WAC, downgraded to B1 from Ba3

   -- Class K, $5,888,352, Adjusted WAC, downgraded to B3 from B2

   -- Class L, $4,906,748, Adjusted WAC, downgraded to Caa1 from
      B3

   -- Class M, $5,888,352, Adjusted WAC, downgraded to Caa3 from
      Caa2

   -- Class N, $1,962,573, Adjusted WAC, downgraded to C from Ca

As of the November 18, 2004 distribution date, the transaction's
aggregate balance has decreased by approximately 85.3% to
$91.2 million from $619.1 million at securitization.  The
Certificates are collateralized by five floating-rate mortgage
loans secured by commercial and multifamily properties.  The
mortgage loans range in size from 2.4% of the pool to 38.4% of the
pool.  One loan has been liquidated from the pool resulting in a
realized loss of $655,812.  As of the November remittance
statement, unpaid but accrued interest shortfalls totaled
$1.3 million for Classes H through P.

The four largest loans, representing 77.0% of the pool, are in
special servicing and the fifth largest loan is on the master
servicer's watchlist.  The specially serviced loans are discussed
below.  Moody's has estimated aggregate losses of approximately
$19.4 million for all of the specially serviced loans.

Moody's placed Classes G, H, J, K, L, M and N on review for
possible downgrade on June 15, 2004 due to concerns about
anticipated interest shortfalls and losses from specially serviced
loans.  Moody's current loan to value ratio -- LTV -- is in excess
of 100.0%, compared to 97.5% at Moody's last full review in May
2003 and 85.3% at securitization.  Although credit support has
increased significantly for all rated classes, Moody's is
concerned about potential interest shortfalls caused by special
servicer's fees for the specially serviced loans.  Moody's does
not anticipate that Classes C, D or E will experience interest
shortfalls going forward and is upgrading those classes due to
increased credit support.  The downgrade of Classes G through N is
due to expected losses from the specially serviced loans and
interest shortfalls, which are anticipated to occur periodically
for the duration of the transaction.

The largest loan in the pool is the Hotel Royal Plaza Loan
($35.0 million - 38.4%), which is secured by a 394-room full
service hotel located in Lake Buena Vista, Florida.  The loan was
transferred to special servicing in November 2001 due to payment
default. Once transferred, the borrower requested a loan
modification, which was approved in October 2002.  The loan
matures February 2005 and the borrower is seeking a four-year
extension.  Due to significant property damage caused by the
hurricanes that hit recently Florida, the property is closed and
is not expected to reopen until early 2005.  Moody's LTV is in
excess of 100.0%, similar to Moody's last review.

The second largest loan is the Dedham Executive Center Loan
($21.0 million - 23.0%), which is secured by a 180,000 square foot
Class A office building located in Dedham, Massachusetts.  The
loan is on the master servicer's watchlist due to a decrease in
occupancy and performance.  The property is 74.0% occupied,
compared to 95.0% at securitization.  The loan matures in January
2006.  Moody's LTV is in excess of 100.0%, compared to 88.0% at
last review.

The third largest loan is the San Tomas Business Park Loan
($17.9 million - 19.5%), which is secured by a 476,500 square foot
office/flex development located in Santa Clara, California.  The
loan is a participation interest (16.7%) in a loan that totals
$94.2 million.  The loan was transferred to special servicing in
November 2003 due to maturity default and became REO in May 2004.
The property is currently approximately 30.0% leased with leases
for approximately 20.0% of the space expiring in 2005.  Moody's
LTV is in excess of 100.0%, compared to 97.2% at last review.

The fourth largest loan is the Main Street 200/300 Building Loan
($15.2 million - 16.7%), which is secured by a 128,000 square foot
office building located in Novi, Michigan.  The loan was
transferred to special servicing in January 2002 and became REO in
March 2003.  The property is currently 75.0% occupied, however a
number of tenants are delinquent in their rent payments.  Moody's
LTV is in excess of 100.0%, similar to last review.

The fifth largest loan is the Lecarre Apartments Loan
($2.2 million - 2.4%), which is secured by a 48-unit apartment
complex located in a suburb of Atlanta, Georgia.  The loan was
transferred to special servicing in February 2004 due to maturity
default.  Moody's LTV is in excess of 100.0%, similar to last
review.


D & P: Wants to Hire Dennis J. Wortman as Bankruptcy Counsel
------------------------------------------------------------
D & P Holdings, LLC, asks the U.S. Bankruptcy Court for the
District Of Arizona for permission to employ Dennis J. Wortman,
P.C., as its general bankruptcy counsel.

The Firm is expected to:

    a) give the Debtor legal advice with respect to its powers and
       duties as debtor in possession in the continued operation
       of its business and management of its property;

    b) take necessary action to resolve cash collateral and
       reclamation issues;

    c) represent the Debtor as debtor in possession in connection
       with obtaining a confirmed Plan of Reorganization;

    d) prepare on behalf of the Debtor as debtor in possession the
       necessary applications, answers, orders, reports, and other
       legal papers; and

    e) to perform all other legal services for Debtor as debtor in
       possession which may be necessary or required.

Dennis J. Wortman, Esq., a Member at Dennis J. Wortman P.C., is
the lead attorney for the Debtor.  Mr. Wortman discloses that the
Firm has not yet received any retainer since the commencement of
the Debtor's chapter 11 case.

For his professional services, Mr. Wortman will bill the Debtor
$250 per hour, while paralegals will charge at $100 per hour.

Dennis J. Wortman P.C. does not represent any interest adverse to
the Debtor or its estate.

Headquartered in Gilbert, Arizona, D & P Holdings, LLC filed for
chapter 11 protection on October 29, 2004 (Bankr. D. Ariz. Case
No. 04-19079).  When the Debtor filed for protection from its
creditors, it estimated assets of over $10 million and debts of
over $1 million.


D & P HOLDINGS: U.S. Trustee Meeting Creditors on December 7
------------------------------------------------------------
The United State Trustee for Region 14 will convene a meeting of
D & Holdings, LLC's creditors at 4:00 p.m., on December 7, 2004,
at the Office of the U.S. Trustee, U.S. Trustee Meeting Room, 230
N. First Avenue, Suite 102, Phoenix, Arizona.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquartered in Gilbert, Arizona, D & P Holdings, LLC filed for
chapter 11 protection on October 29, 2004 (Bankr. D. Ariz. Case
No. 04-19079).  Dennis J. Wortman, Esq., at Dennis J. Wortman,
P.C., in Phoenix, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets of over $10 million and debts of over $1
million.


DIGITAL LIGHTWAVE: Sept. 30 Balance Sheet Upside-Down by $22.6M
---------------------------------------------------------------
Digital Lightwave, Inc., (Nasdaq:DIGL) reported third quarter
results for the period ended Sept. 30, 2004.

Net sales in the quarter declined 4 percent to $2.5 million,
compared to $2.6 million in the comparable prior year period.  The
net loss in the quarter was $2.1 million, or 6 cents per diluted
share, versus a net loss of $4.7 million, or 15 cents per diluted
share, in the comparable prior year quarter.

For the nine months ended September 30, 2004, net sales totaled
$12.7 million, an increase of 116 percent compared to $5.9 million
for the first nine months of the prior year.  The net loss for the
first nine months of the current year totaled $6.2 million, or
19 cents per diluted share, as compared to a net loss of
$28.0 million, or 89 cents per diluted share, for the nine-month
period ended September 30, 2003.

For the first nine months of 2004, cash flows used by operations
totaled approximately $12.4 million.  At September 30, 2004,
unrestricted cash and cash equivalents totaled approximately
$585,000, and the Company reported a working capital deficit of
$22.8 million.

Gross profit margins in the quarter ended September 30, 2004,
improved to 63 percent from 37 percent in the comparable prior
year period.  For the nine-months ended September 30, 2004, the
gross profit margin approximated 55 percent versus a loss in the
first nine months of 2003.  New order bookings in the three-month
period ended September 30, 2004, increased for the sixth
consecutive quarter and exceeded quarterly net sales for the
seventh consecutive quarter.

The decline in net sales in the period resulted primarily from
material shortages and severe weather-related production
disruptions in Florida during August and September.  The material
shortages occurred due to a combination of short-term financing
issues and temporary deficiencies of key components from certain
vendors.  The Company has put in place a purchase guarantee
between Optel Capital, LLC and Jabil Circuits Inc. to alleviate
some of the short-term financing issues related to the purchase of
production material experienced in the third quarter.  The
agreement, completed in August 2004, was not in place in time to
support shipments in the third quarter 2004.

During the quarter ended September 30, 2004, the Company completed
a debt restructuring agreement with Optel for the debt owed by the
Company to Optel and Optel, LLC, entities controlled by the
Company's largest stockholder and Chairman of the Board, Dr. Bryan
Zwan.  The debt restructuring resulted in Optel extending the
maturity date of the principal amount of $27.0 million to
December 31, 2005.  The maturity date of accrued interest of
approximately $2.0 million plus additional interest that accrues
in the future was extended to September 16, 2005.  Previously, and
as of July 31, 2004, all of the outstanding principal and accrued
interest owed to Optel had matured and became due and payable in
full upon demand by Optel at any time.

In connection with the restructuring, Optel advanced an additional
$1.35 million to the Company, and the Company issued to Optel a
secured convertible promissory note in the principal amount of
$27.0 million.  The Company and Optel have made it a condition
that the conversion feature of the convertible note be approved by
the holders of a majority of the outstanding shares of common
stock of the Company who are not affiliated with Optel or any of
its affiliates.  In the event the holders of a majority of the
outstanding shares of common stock do not approve such feature,
the outstanding debt and accrued interest would immediately become
due and payable in full upon demand by Optel at any time after the
stockholders' meeting.  The terms of the convertible note allows
Optel to convert its debt into common stock of the Company at any
time following approval by the stockholders at the five-day
volume-weighted average price of the Company's common stock
immediately prior to the debt conversion.

During October and November 2004, the Company borrowed an
additional $3.96 million from Optel, with a maturity date for the
principal and interest at any time after December 31, 2004.  The
total principal amount of debt owed by the Company to Optel as of
the date of this report approximates $31.0 million, plus accrued,
unpaid interest of $2.4 million.  All of the Company's obligations
to Optel are secured by a security interest in substantially all
of the Company's assets.

At September 30, 2004, Digital Lightwave's balance sheet showed a
$22,560,000 stockholders' deficit, compared to a $21,140,000
deficit at December 31, 2003.

James Green, Chief Executive Officer of the Company, commented,
"The solid growth in new order bookings continues to be
encouraging.  Although net sales in the quarter were lower than
our internal expectations, we move into the fourth quarter of this
year with a strong order backlog."  Mr. Green commented further,
"Financing of our working capital needs continues to be a
challenge, as the Company moves to keep pace with the demand for
our products throughout the world.  With the support of Optel,
Digital Lightwave, Inc., successfully positioned itself to take
advantage of opportunities in an improving telecommunications
market.  We are focusing our efforts on developing the financial
strength necessary to meet the market demand for our products and
services."

                        About the Company

Based in Clearwater, Florida, Digital Lightwave, Inc. provides the
global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks. Digital
Lightwave's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.
The Company designs, develops and markets a portfolio of portable
and network-based products for installing, maintaining and
monitoring fiber optic circuits and networks.  Network operators
and telecommunications service providers use fiber optics to
provide increased network bandwidth to transmit voice and other
non-voice traffic such as internet, data and multimedia video
transmissions.  The Company provides telecommunications service
providers and equipment manufacturers with product capabilities to
cost-effectively deploy and manage fiber optic networks.  The
Company's product lines include: Network Information Computers,
Network Access Agents, Optical Test Systems, and Optical
Wavelength Managers.  The Company's wholly owned subsidiaries are
Digital Lightwave (UK) Limited, Digital Lightwave Asia Pacific
Pty, Ltd., and Digital Lightwave Latino Americana Ltda.


DVI INC: Has Exclusive Right to File Plan Until November 29
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
DVI, Inc., and its debtor-affiliates' exclusive right to file a
plan of reorganization until November 29, 2004.  The Debtors also
have until January 29, 2005, to solicit acceptances of their
chapter 11 plan.

The Debtors filed their Amended Plan and are anticipating for
their Plan will be confirmed.  This extension is a precautionary
measure as the DVI awaits the Court's final decision on
confirmation following the November 17 hearing.

DVI, Inc., the parent company of DVI Financial Services, Inc., DVI
Business Credit Corp., and DVI Financial Services, Inc., provides
lease or loan financing to healthcare providers for the
acquisition or lease of sophisticated medical equipment.  The
Company, along with its affiliates, filed for chapter 11
protection (Bankr. Del. Case No. 03-12656) on August 25, 2003
before the Honorable Mary F. Walrath.  Bradford J. Sandler, Esq.,
of Adelman Lavine Gold and Levin, PC, represents the debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed $1,866,116,300 in total
assets and $1,618,751,400 in total debts.


DVI INC: Has Until November 29 to Make Lease-Related Decisions
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave DVI,
Inc., and its debtor-affiliates until November 29 to assume,
assume and assign, or reject their unexpired leases of
nonresidential real property.

The Debtors don't want to make premature decisions that will
substantially prejudice their ability to maximize the value of
their estates for the benefit of the creditors.

The Debtors says they've fulfilled their obligations under the
leases while under chapter 11 protection and intend to continue to
do so until the leases are assumed or rejected as required by
Section 365(d)(3) of the Bankruptcy Code.

DVI Financial Services, Inc., provides lease or loan financing to
healthcare providers for the acquisition or lease of sophisticated
medical equipment.  The Company, along with its affiliates, filed
for chapter 11 protection (Bankr. Del. Case No. 03-12656) on
August 25, 2003 before the Honorable Mary F. Walrath.  Bradford J.
Sandler, Esq., of Adelman Lavine Gold and Levin, PC, represents
the debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed $1,866,116,300
in total assets and $1,618,751,400 in total debts.


ELANTIC TELECOM: Has Exclusive Right to File Plan Until Feb. 16
---------------------------------------------------------------
The Honorable Douglas O. Tice Jr. of the U.S. Bankruptcy Court for
the Eastern District of Virginia extended the period within which
Elantic Telecom, Inc., can file a chapter 11 plan through and
including February 15, 2005.  The Debtor has until April 15, 2005,
to solicit acceptances of that plan from its creditors.

This is the Debtor's first extension of its exclusive periods.

The Debtor gave the Court five reasons militating in favor of this
extension of its exclusive periods:

    a) the Debtor is still in the process of working diligently
       towards creating a term sheet for its proposed plan of
       reorganization;

    b) the Debtor is making progress on resolving various issues
       confronting the estate by continuing to spend significant
       time with its Committee of Unsecured Creditors, its
       creditors and other parties in interest in order to address
       and understand individual concerns and issues;

    c) the Debtor's likelihood of reorganization within a
       reasonable time is good because since the Petition Date:

        (i) it has taken steps to significantly reduce its ongoing
            monthly expenditures and initiated additional cost
            cutting initiatives, and

       (ii) it believes it has the ability to continue to generate
            revenue from existing and new customers and to sustain
            its business as part of a viable plan of
            reorganization;

    d) the Debtor has sufficient liquid funds to pay its bills as
       they become due; and

    e) the extension will not harm the Debtor's creditors and
       other parties in interest because any proposed plan takes
       into account:

        (i) the amount and nature of all claims and the extent,
            priority and validity of any liens, and

       (ii) an understanding of other claims asserted against the
            Debtor's estate.

The Court will convene a hearing at 2:00 p.m., on Dec. 21, 2004,
to consider a second extension of the company's exclusive period
if necessary at that time.

Headquartered in Richmond, Virginia, Elantic Telecom, Inc. --
http://www.elantictelecom.com/-- provides wholesale fiber
bandwidth and carrier services to long-distance, international
wireless carriers and competitive local exchange carriers across
its fiber optic network.  The Company filed for chapter 11
protection on July 19, 2004 (Bankr. E.D. Va. Case No. 04-36897).
Lynn L. Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner &
Beran, PLC, represent the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed $19,844,000 in total assets and $24,372,000 in total debts.


ELANTIC TELECOM: Committee Hires Winston & Strawn as Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
gave the Official Committee of Unsecured Creditors of Elantic
Telecom, Inc., permission to employ Winston & Strawn LLP, as its
lead counsel.

Winston & Strawn will:

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

   b) consult with the Committee and the Debtor concerning the
      administration and prosecution of the Debtor's chapter 11
      case;

   c) assist the Committee in its investigation of:

       (i) the acts, conduct, assets, liabilities, and financial
           condition of the Debtor, operation of the Debtor's
           business, and

      (ii) the desirability of continuing or selling the Debtor's
           business and assets, and any other matter relevant to
           its case or to the formulation of a chapter 11 plan;

   d) assist the Committee in evaluating claims against the
      Debtor's estate, including analysis of and possible
      objections to the validity, priority, amount, subordination,
      or avoidance of claims and transfers of property in
      consideration of such claims;

   e) assist the Committee in participating in the evaluation or
      formulation of a plan;

   f) assist the Committee with efforts to request the appointment
      of a trustee or examiner as may be appropriate under the
      circumstances;

   g) advise and represent the Committee in connection with
      insolvency-related matters arising in the Debtor's chapter
      11 case, including the obtaining of credit, the sale of
      assets, and the rejection or assumption of executory
      contracts and unexpired leases;

   h) appear before the Bankruptcy Court, any other federal court,
      state court or appellate courts; and

   i) perform other legal services as may be required and which
      are in the interests of the Debtor's unsecured creditors.

David Neier, Esq., a Partner at Winston & Strawn, is the lead
attorney for the Committee. For his professional services,
Mr. Neier will charge at $540 per hour.

Mr. Neier reports Winston & Strawn's lead professionals bill:

    Professional           Designation    Hourly Rate
    ------------           -----------    -----------
    Robert Fischler        Partner           $570
    Danielle M. Varnell    Associate          335
    Brian Lee              Associate          270

Mr. Neier reports Winston & Strawn's other professionals bill:

    Designation          Hourly Rate
    -----------          -----------
    Partners             $330 - 695
    Associates            190 - 430
    Legal Assistants       40 - 215

Winston & Strawn assures the Court that it does not represent any
interest adverse to the Committee, the Debtor or its estate.

Headquartered in Richmond, Virginia, Elantic Telecom, Inc. --
http://www.elantictelecom.com/-- provides wholesale fiber
bandwidth and carrier services to long-distance, international
wireless carriers and competitive local exchange carriers across
its fiber optic network.  The Company filed for chapter 11
protection on July 19, 2004 (Bankr. E.D. Va. Case No. 04-36897).
Lynn L. Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner &
Beran, PLC, represent the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed $19,844,000 in total assets and $24,372,000 in total debts.


ENRON: Court Okays Hawaiian Settlement Pact Under Modifications
---------------------------------------------------------------
As reported in the Troubled Company Reporter on June 10, 2004,
Enron Corporation, Enron North America Corporation, Enron Energy
Services Operations, Inc., Enron Energy Services, LLC, and Enron
Broadband Services, Inc., ask the U.S. Bankruptcy Court for the
Southern District of New York to approve a Settlement Agreement
and Mutual Release by and among:

     (a) the Enron Parties -- Debtors Enron, ENA, EESO, EES, EBS
         and non-debtor Enron affiliates Pronghorn I, LLC, Enron
         European Power Investors, LLC, and Joint Energy
         Development Investments Limited Partnership;

     (b) the Signing Lenders -- CIBC, Inc., in its capacity as
         holder of the beneficial certificates issued by the
         Hawaii I 125-0 Trust and Hawaii II 125-0 Trust, and the
         lenders to the Hawaii Trusts under certain Credit
         Facilities that are signatories to the Settlement
         Agreement;

     (c) the Asset Parties -- McGarret I, LLC, McGarret II, LLC,
         McGarret III, LLC, McGarret VI, LLC, McGarret VIII, LLC,
         McGarret X, LLC, McGarret XI, LLC, McGarret XII, LLC, and
         McGarret XIII, LLC; and

     (d) the Transferor Parties -- Big Island VIII, LLC, Big
         Island X, LLC, and Big Island XII, LLC.

                            Responses

A. Royal Bank of Canada

   Royal Bank of Canada wants the Debtors' request denied.
   Contrary to the Debtors' assertion, RBC has not signed or
   consented to the Settlement Agreement, nor did RBC negotiate
   any of its provisions.  The Settlement Agreement mandates the
   release by RBC of independent claims.

   John R. Ashmead, Esq., at Seward & Kissel, LLP, in New York,
   relates that RBC is one of the many lenders under credit
   facility agreements that provided financing to, among others,
   the Hawaii Trusts.  RBC held claims under the Credit
   Agreements aggregating $15,954,454.

   The terms of the Credit Agreements prohibit the releases of
   claims as provided for in the Settlement Agreement, without
   RBC's consent.  The claims do not belong to, nor are they
   derivative of any claims which may be asserted by the Debtors.
   The Settlement Agreement does not arise in the context of a
   plan of reorganization and the Debtors do not assert that it
   is essential thereto.

   The Debtors, therefore, failed to assert appropriate legal
   grounds in support of their request.

B. National Westminster Bank plc

   The Debtors' representation that the Settlement Agreement is
   the product of arm's-length negotiations with non-signatory
   lenders to the Hawaii Trusts is not accurate.  The Debtors
   never held any discussions with National Westminster Bank,
   a non-signatory Hawaii Lender, concerning the Settlement
   Agreement prior to their filing of the request.

   Jennifer C. DeMarco, Esq., at Chadbourne & Parke, LLP, asserts
   that the entire format of the Settlement -- the conveyance
   of trust assets, the dissolution of the Hawaii Trusts, the
   termination of the Facility Agreements and the transfer of
   trust property to New Creditors in exchange for their votes in
   favor of the Plan -- is all a construct without necessity or
   business justification accomplished solely to (i) to avoid the
   rights of National Westminster Bank and other non-signatory
   Hawaii Lenders under their contracts and (ii) apparently,
   create substitute creditors to vote in favor of the Plan as a
   quid pro quo for their assistance in the vitiation of the
   rights of the non-signatories.

   The Settlement Agreement must not be approved in that:

      (a) it exceeds the Court's jurisdiction and equitable
          powers pursuant to Section 105 of the Bankruptcy Code;

      (b) it is not fair and equitable;

      (c) the third-party releases under the Settlement violate
          Section 524(e);

      (d) injunctive relief sought in the Settlement may not be
          granted without an adversary proceeding; and

      (e) the Debtors' request to expunge portions of the claims
          of the Hawaii Trusts and National Westminster Bank is
          procedurally deficient and must be denied.

C. Oaktree Capital Management, LLC, and Angelo Gordon & Co., LP

   Alan W. Kornberg, Esq., Paul, Weiss, Rifkind, Wharton &
   Garrison LLP, in New York, tells Judge Gonzalez that the
   Debtors failed to establish that the Settlement Agreement is
   fair and reasonable or that it otherwise comports with
   established notions of good faith and fair dealing.

   Under the guise of a settlement under Rule 9019 of the Federal
   Rules of Bankruptcy Procedure, the Debtors seek approval of an
   agreement relating to claims arising out of the Hawaii
   Structure that effectively obliterates the rights and
   protections afforded to Hawaii Trusts Lenders Oaktree Capital
   Management, LLC, and Angelo Gordon & Co., LP, under the Hawaii
   Transaction Documents and applicable law.  The Settlement
   Agreement was without Oaktree's and Angelo Gordon's consent
   and in exchange for little or no benefit.

   Mr. Kornberg relates that Oaktree and Angelo Gordon purchased
   their claims arising out of the Hawaii Transactions from
   Toronto-Dominion, Inc., shortly after the Petition Date.
   Almost two years after, Toronto-Dominion was considered as a
   potential litigation target for claims arising out of certain
   prepay transactions unrelated to the Hawaii Transactions.
   Consequently, Toronto-Dominion was named as a defendant in a
   mega-litigation solely with respect to the Prepay
   Transactions.  Although no claims have been asserted against
   Oaktree and Angelo Gordon and the claims alleged against
   Toronto-Dominion do not involve the Hawaii Transactions, the
   Settlement Agreement singles them for differential treatment
   solely as a result of those claims asserted against Toronto-
   Dominion.

   Mr. Kornberg asserts that the Settlement Agreement deprives
   Oaktree and Angelo Gordon, without justification or due
   process protections, of any distributions under the Debtors'
   Chapter 11 plan on account of their otherwise valid claims,
   except under the limited circumstances described in the
   Settlement Agreement.  Although Oaktree and Angelo Gordon
   have not engaged in any wrongdoing, the Settlement Agreement
   provides that their distributions under the Plan are to be
   held hostage pending the outcome of litigation to which they
   are not even parties.

   The Debtors made highly misleading assertions.  The Settlement
   Agreement, Mr. Kornberg points out, was not negotiated in good
   faith but was presented to the parties for signature as a fait
   accompli.  Oaktree and Angelo Gordon were completely shut out
   of the negotiations.

   Mr. Kornberg further notes that, with numerous estate
   professionals involved in the drafting process, the resulting
   Settlement Agreement is an incomprehensible house of mirrors
   with numerous pitfalls and traps.  Although the Debtors are
   asking the Court to approve a complex agreement, the Debtors
   do not even bother to provide a summary of its terms and
   conditions, choosing instead to drop therein whole sections of
   the Settlement Agreement, without any discussion or
   explanation, let alone justification.  Moreover, the Debtors
   made no showing that they would prevail in any litigation to
   subordinate or disallow Oaktree's and Angelo Gordon's claims,
   and therefore, the Debtors cannot justify this disparate
   treatment being afforded under the Settlement Agreement.

   Accordingly, Oaktree and Angelo Gordon ask the Court to deny
   the Debtors' request.

                         *     *     *

Judge Gonzalez approves the Settlement Agreement incorporating
certain modifications.

To resolve the Objections, the Settlement Agreement is modified
to include these provisions:

A. Allowance of Claims

   On the Closing Date:

      (a) CIBC's Claim No. 13251 will be allowed as a
          $363,400,000 general unsecured claim against Enron
          North America Corp.; and

      (b) CIBC's Claim No. 11265 will be allowed as a
          $158,400,000 guaranty claim against Enron Corp.

The Allowed Claims will be deemed to be assigned to the holders
of claims in the amounts and as provided in revised Schedule 3.2
to the Settlement Agreement.  For the avoidance of doubt, after
the assignment of the Allowed Claims, Claim Nos. 13251 and 11265
will be expunged and removed from the claims registry of the
Debtors.

B. $25.5 Million Distribution

   On the Closing Date, the Escrow Agent under the Escrow
   Agreement established pursuant to the May 8, 2003 order
   approving the sale of the stock of CGAS, Inc., will
   distribute:

      (a) $25.5 million of the funds held in escrow to these
          parties:

          Angelo Gordon                         $9,273,527
          Canadian Imperial Bank of Commerce     3,243,536
          Royal Bank of Canada                   4,945,881
          Royal Bank Scotland plc                4,945,881
          Oaktree Capital                        3,091,175
                                                ----------
                                               $25,500,000

      (b) all remaining funds held in escrow to Enron.

   The $25.5 million distribution will be indefeasible and
   otherwise not subject to any claim, set-off, recoupment,
   charge, fee, expense, right, or interest of any party and
   will not be subject to the provisions of any of the Hawaii
   Transactions Documents.

C. Objection Withdrawal

   The Objections will be deemed withdrawn and of no further
   force or effect.

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)


FEDERAL-MOGUL: Wants to Continue Using A.T. Kearney's Services
--------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates and its
Official Committee of Unsecured Creditors ask the U.S. Bankruptcy
Court for the District of Delawre to approve the continued use of
A.T. Kearney, Inc.'s consulting services to introduce identified
cost savings initiatives in a third wave of manufacturing plants.

According to Eric M. Sutty, Esq., at The Bayard Firm, in
Wilmington, Delaware, the purpose of the Debtors' continued use of
A.T. Kearney's services in the Wave III rollout is to implement,
at 24 additional plants, cost savings opportunities that were
identified during the last three months of 2003 and introduced at
six pilot plants in Wave I and 22 plants in Wave II.  The
implementation of the efficiencies is part of an Operating Asset
Effectiveness initiative designed to offer significant
productivity improvement potential.

                       Proposed Services

The services contemplated for Wave III are largely identical to
those services approved and performed during Wave II.  A.T.
Kearney would continue to employ the OAE methodology,
incorporating lessons learned in Wave I and Wave II to further
improve the process.  The OAE methodology involves identifying
inefficiencies, determining the root cause of the problems
resulting in the inefficiencies and identifying solutions to
resolve those problems.

A.T. Kearney will also add several key elements in Wave III to
improve deployment of the DAE approach, including:

    (1) improving training of Wave III plant managers and project
        leaders;

    (2) simplifying and standardizing the comparison of project
        performance to the Debtors' strategic plan for cost-
        savings; and

    (3) enhancing tracking of savings realization.

Teams consisting of both A.T. Kearney consultants and the Debtors'
personnel will execute the Wave III rollout.  One A.T. Kearney
consultant and one of the Debtors' managers will serve as the
senior project leaders supervised by the Debtors' overall project
leader, Rainer Jueckstock.  Individual implementation teams
charged with coaching plant leaders in the OAE methodology would
consist of one manufacturing support employee employed by the
Debtors and one A.T. Kearney consultant.  In addition, two senior
A.T. Kearney consultants will be involved in directly supporting
each of the individual implementation teams at the Wave III
Plants.  Implementation of Wave III will require 10 A.T. Kearney
consultants and 16 Manufacturing Support Team Members.

A.T. Kearney will provide varying levels of support depending on
the particular needs of the 24 plants that are part of the Wave
III rollout.  A.T. Kearney has classified its support levels as:

    (a) Dedicated Team

        Larger plants having the greatest cost-saving
        opportunities will each use an implementation team
        comprised of one A.T. Kearney consultant and a
        Manufacturing Support Team Member.

    (b) Shared Team

        In the smaller plants, A.T. Kearney will assign one
        implementation team for every two comparably sized plants.

    (c) Kick-Off Support Only

        The plants electing "Kick-off Support Only" will implement
        OAE initiatives on their own after receiving initial
        launch support from an A.T. Kearney consultant during a
        six-week period.

The Dedicated Team, Shared Team and Kick-off Support Only
categories were devised to enable rollout of Wave III with a
resource structure leaner than that used in Wave II.

At 11 of the 24 plants in Wave III, deployment of the OAE process
will be led by the Debtors' personnel, and A.T. Kearney will
provide support on an as needed basis.  Finally, as to two of the
large and complex plants included in the Wave II rollout -- Skokie
and Gorzyce -- A.T. Kearney will provide continued support for a
period of six weeks for the purpose of launching teams that will
cover additional plant processes not contemplated in Wave II.

The plants will institute a weekly reporting process for use by
the Debtors' product group operations directors to review the
status of each plant, share information and provide guidance.
Those operation directors would then prepare a combined status
report for the Debtors' overall project leader and executive team.
Information generated through the reporting process will be
available to the Creditors Committee, the Other Plan Proponents
and other official committees that are subject to a
confidentiality agreement, all on a confidential basis to enable
those constituencies to monitor the progress of the rollout, the
improvements realized and the savings generated.

A.T. Kearney projects completing the implementation of Wave III
rollout over the course of a 10 to 12-week period.

                        Fees and Expenses

A.T. Kearney's fees will be calculated on an hourly basis using
actual hours worked and a specified rate structure for A.T.
Kearney personnel having varying levels of experience.  A.T.
Kearney's consulting fees and expenses will be capped at
$2,930,000.  The first and second invoices each will be for
$977,000 to be paid within 60 days of invoicing.  The last invoice
will be adjusted from $977,000 to reconcile for the actual hours
billed as well as expenses.

The 24 plants contemplated in the Wave III rollout include plants
owned by the U.S. Debtors, the non-debtor affiliates, and the
English Debtors.  Each of the applicable U.S. Debtors, English
Debtors and Non-Debtor Affiliates will reimburse Federal-Mogul
Corporation for the pro-rata costs of any A.T. Kearney services
rendered at their plants to the extent Federal-Mogul Corporation
directly pays A.T. Kearney's fees and expenses.

The Debtors ask the Court to:

    (a) approve A.T. Kearney's compensation for the services;

    (b) require the applicable U.S. Debtors, English Debtors and
        Non-Debtor Affiliates to reimburse Federal-Mogul
        Corporation for the pro rata costs of A.T. Kearney
        services rendered at their plants to the extent
        Federal-Mogul Corporation directly pays A.T. Kearney's
        fees and expenses; and

    (c) direct A.T. Kearney to make available to the Creditors
        Committee and Other Plan Proponents certain information
        generated in connection with A.T. Kearney's performance of
        the consulting services contemplated by the Letter
        Agreement.

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


FOOTSTAR INC: Files Joint Plan of Reorganization in New York
------------------------------------------------------------
Footstar, Inc., and its debtor-affiliates filed their Joint Plan
of Reorganization with the U.S. Bankruptcy Court for the Southern
District of New York.

The two-option Plan contemplates either a reorganization
transaction on a stand-alone basis or a sale transaction.
Footstar's enterprise value as estimated in the Plan in the range
of $113 to $139 million.

                 Reorganization Transaction Option

If a reorganization transaction takes place, the Debtors will
emerge with up to $160 million in exit financing and all unsecured
creditors will be paid in full with interest.  Equity interests
will be unaltered and will remain in place.

The Debtors will also assume the Kmart Agreement on the Effective
Date.

The Plan provides for the full payment of:

     * DIP and exit credit agreement on the confirmation date;
     * administrative expense claims;
     * priority tax claims;
     * other priority tax claims;
     * secured tax claims;
     * other secured tax claims;
     * convenience claims;

Subordinated claim holders will receive their pro rata share of
certain AIG Settlement proceeds totaling $14.3 million on the
Plan's distribution date.

                      Sale Transaction Option

Should there be a sale transaction, the Plan provides for the
establishment of a Liquidating Trust or the appointment of a Plan
Administrator who will take charge of the distributions to
creditors and interest holders.

Under the Plan, all claims, including:

     * DIP and exit credit agreement claims;
     * administrative expense claims;
     * priority tax claims;
     * priority tax claims;
     * other priority tax claims;
     * secured tax claims;
     * secured tax claims;
     * other secured claims;
     * convenience claims;
     * general unsecured claims.

will be paid in full on the Sale Closing Date.

Equity interests holders and subordinated claim holders will get
their pro rata share of the sale proceeds after all other classes
are paid in full.

                         *     *     *

The Debtors ability to consummate the Plan depends on the
assumption of the Kmart Agreements.  The Court will convene a
hearing on December 15 to determine whether the Debtors can assume
the Kmart Agreements.  Kmart has raised objections to Footstar's
assumption of the Agreement and wants it terminated.

If the Court allows for the assumption of the Kmart Agreements,
the Debtors must cure monetary defaults totaling $18 million.
Kmart, however, asserts that the Debtors owe approximately $56
million to cure the monetary defaults and suggests that Footstar
can't cure some non-monetary defaults.

Headquartered in West Nyack, New York, Footstar Inc., retails
family and athletic footwear.  As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores. The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.

The Company and its debtor-affiliates filed for chapter 11
protection on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).
Paul M. Basta, Esq., at Weil Gotshal & Manges represents the
Debtors in their restructuring efforts.  When the Debtor filed for
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.


FT WILLIAMS: Court Approves Appointment of Chapter 11 Trustee
-------------------------------------------------------------
The Honorable J. Craig Whitley of the U.S. Bankruptcy Court for
the Western District of North Carolina approved the appointment of
R. Keith Johnson, Esq., as the Chapter 11 Trustee of F.T. Williams
Company Incorporated's estate.  The Debtor's Official Committee of
Unsecured Creditors nominated Mr. Johnson as Chapter 11 Trustee.

The Court based its decision on three facts cited by the Committee
in its motion to appoint a Chapter 11 Trustee:

* F.T. Williams cannot fund its operations

  The Committee has concluded that since September 9, 2004, the
  Debtor has been having difficulty in funding its payroll and the
  Committee believes that the Debtor does not have enough cash
  flow to fund its payroll and operating expenses and continue its
  business operations.

* F.T. Williams' equipment is standing idle

  The Committee learned that since the Debtor ceased operations,
  numerous pieces of its construction equipment are just standing
  idle in its various construction projects in the Charlotte area
  in North Carolina, and they are in immediate need of being
  located and secured.

* F.T. Williams' contracts should be finished

  The Committee learned from Mr. Brent Crisp, the Executive Vice-
  President of F.T. Williams that is has approximately five major
  construction contracts that, if completed, could generate income
  and a profit that would inure to the benefit for the creditors
  of the Debtor.

The Committee concluded that these facts demonstrated cause to
appoint a Chapter 11 Trustee pursuant to Section 1104(a)(1) of the
Bankruptcy Code and is in the best interest of the creditors under
Section 1104(a)(2) of the Bankruptcy Code.

The Debtor consented to the appointment of Mr. Johnson as the
Chapter 11 Trustee and to the Committee's request that Mr. Johnson
be authorized to determine what contracts should be assumed and
completed by the Debtor.

Mr. Johnson assures the Court that he does not represent any
interest adverse to the Debtor or its estate.

Headquartered in Charlotte, North Carolina, F.T. Williams Company
Inc., filed for Chapter 11 protection on July 27, 2004 (Bankr.
W.D. N.C. Case No. 04-32623).  Kevin Michael Profit, Esq., and
Travis W. Moon, Esq., at Hamilton Gaskins Fay and Moon represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $10,000,001 in total
assets and $12,703,065 in total debts.


HCA INC: Taps Gregary Beasley to Lead Ambulatory Surgery Divison
----------------------------------------------------------------
HCA (NYSE: HCA) reported the appointment of Gregary W. Beasley as
President of HCA's Ambulatory Surgery Division effective
immediately.

In his new position, Mr. Beasley is responsible for leadership of
HCA's 80 ambulatory surgery centers located throughout the United
States.  He was most recently Chief Operating Officer of the ASD,
in charge of daily operations.

He will report to Marilyn B. Tavenner, President - Outpatient
Services Group and will operate from HCA's corporate offices in
Nashville, Tenn.  "Greg has played an integral role in the
development and growth of HCA's Ambulatory Surgery Division," said
Tavenner.  "He is a proven leader and I am confident that his
experience will serve him well in his new position."

Mr. Beasley, 40, began his career at HCA in April 1995 when he
became Operations Director, ASD.  In that role he was responsible
for operations of ambulatory surgery centers located in Texas and
Louisiana.  He was then promoted to Vice President of Operations
in October 1995, which increased his leadership to include centers
located in the central United States.  Mr. Beasley was promoted to
Senior Vice President of Operations, Western region in 1998 and
finally to Chief Operating Officer in 2002.

Mr. Beasley and his team have been responsible for a number of key
initiatives including the development and acquisition of numerous
ambulatory surgery centers, and the continuous refinement of
operations processes in surgery centers.

Prior to joining HCA, Mr. Beasley spent almost four years at
HealthSouth Medical Center (formerly Dallas Specialty Hospital) as
Controller and Chief Operating Officer.  He has also worked for
the VHA for three years and Ernst and Young (formerly Arthur
Young) for two years.  Mr. Beasley attended Texas Tech University
where he earned a Bachelor's Degree in Business Administration in
Accounting in 1986 and became a Certified Public Accountant in
1989.

Mr. Beasley, his wife Alex and daughter Andie will reside in
Nashville.

                        About the Company

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

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 04, 2004,
Moody's Investors Service lowered the debt ratings of HCA Inc.
(sr. unsecured notes to Ba2 from Ba1) following the company's
announcement that it will purchase approximately $2.5 billion of
its stock in a one-time transaction.  The rating outlook is
stable.  This concludes Moody's review, which was initiated on
October 13, 2004.  At the same time, Moody's assigned an SGL-3
speculative grade liquidity rating to HCA.

Ratings downgraded:

   * HCA Inc.:

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

Rating assigned:

   * HCA Inc.:

      -- SGL-3 speculative grade liquidity rating.


IMMUNE RESPONSE: Bruce Mackler Joins HIV Scientific Advisory Board
------------------------------------------------------------------
The Immune Response Corporation (Nasdaq: IMNR) reported that Bruce
Mackler, Ph.D., J.D., a Food and Drug practice shareholder in the
law firm of Heller Ehrman White & McAuliffe LLP and
immunologist/immunochemist, has joined the Company's HIV
Scientific Advisory Board.  Dr. Mackler brings more than 25 years'
experience in regulatory affairs to the Company's SAB.

"Dr. Mackler's impressive accomplishments and regulatory expertise
will be an asset to the Company and we look forward to working
closely with him," commented John N. Bonfiglio, Ph.D., President
and Chief Executive Officer of The Immune Response Corporation.
"His input and guidance will be especially valuable as we move
toward commercialization of REMUNE(R) and IR103."

"I am honored to join the illustrious group of HIV experts on The
Immune Response Corporation's HIV Scientific Advisory Board.  Both
REMUNE(R) and IR103 are showing promise so I am very pleased to be
involved with the Company at this stage," stated Dr. Mackler.

Dr. Bruce F. Mackler, a Food & Drug practice shareholder with the
law firm of Heller Ehrman White & McAuliffe LLP, is an
immunologist/immunochemist with some 100 published scientific
articles/abstracts.  Dr. Mackler received his J.D. from the South
Texas College of Law (magna cum laude, 1979), his Ph.D.
(Immunology/Microbiology) from the University of Oregon Medical
School (1970), his M.S. (Immunology/Microbiology) from the
Pennsylvania State University (1965), and his B.A. (Biology) from
Temple University (1964).  After receiving his Ph.D., he was post-
doctorate at the Kennedy Institute of Rheumatology, in London
(1970-71), a visiting fellow at the Sandoz Institute in Vienna,
Austria (1971), then a visiting scientist and contract employee at
the National Institutes of Health (1971-72) and an Associate
Professor at the University Health Science Center and Dental
Science Institute.  He is a member of the District of Columbia
Bar.

The Company's Scientific Advisory Board was formed in 2003 to help
guide the development of immune-based therapies for HIV. Other
board members are:

   Gilbert S. Omenn, MD, PhD (Chairman)
   Professor of Internal Medicine
   Human Genetics and Public Health,
   University of Michigan

   Mario Clerici, MD
   Chair of Immunology
   University of Milan, Italy

   Eduardo Fernandez-Cruz, MD
   Professor and Head of the Department of Immunology
   University General Hospital
   Gregorio Maranon, Madrid, Spain

   Brian G. Gazzard, MA, MD, FRCP
   Professor
   Chelsea and Westminster Hospital, London, England

   Peter L. Salk, MD
   VP and Scientific Director of the Jonas Salk Foundation

   Paul A. Volberding, MD
   Professor and Vice Chair of the Department of Medicine
   University of California, San Francisco, and
   Chief of the Medical Service
   San Francisco Veterans Administration Medical Center

                       About the Company

The Immune Response Corporation (Nasdaq: IMNR) is a
biopharmaceutical company dedicated to becoming a leading immune-
based therapy company in HIV and multiple sclerosis.  The
Company's HIV products are based on its patented whole-killed
virus technology, co-invented by Company founder Dr. Jonas Salk,
to stimulate HIV immune responses.  REMUNE(R), currently in Phase
II clinical trials, is being developed as a first-line treatment
for people with early-stage HIV.  The Company initiated
development of a new immune-based therapy, IR103, which
incorporates a second-generation immunostimulatory oligonucleotide
adjuvant and is currently in Phase I/II clinical trials in Canada
and the United Kingdom.

The Immune Response Corporation is also developing an immune-based
therapy for MS, NeuroVax(TM), which is currently in Phase II and
has shown potential therapeutic value for this difficult-to-treat
disease.

                         *     *     *

                      Going Concern Doubt

The Immune Response Corporation's former independent certified
public accountants, BDO Seidman, LLP, indicated in their report on
the 2003 consolidated financial statements that there is
substantial doubt about the Company's ability to continue as a
going concern.

The Company has incurred net losses since inception and has an
accumulated deficit of $323,494,000 as of September 30, 2004.  The
Company says it will not generate meaningful revenues in the
foreseeable future.  These factors, among others, raised
substantial doubt about the Company's ability to continue as a
going concern.


J.P. MORGAN: Fitch Junks $23.8M Class J Certificates
----------------------------------------------------
J.P. Morgan Commercial Mortgage Finance Corp.'s mortgage pass-
through certificates, series 1999-C8, are downgraded by Fitch
Ratings as follows:

   -- $20.1 million class H to 'B+' from 'BB-'.
   -- $23.8 million class J to 'C' from 'CC'.

In addition Fitch affirms these classes:

   -- $100.4 million class A-1 'AAA';
   -- $357 million class A-2 'AAA';
   -- Interest-only class X 'AAA';
   -- $36.6 million class B 'AAA';
   -- $32.9 million class C 'AA-';
   -- $14.6 million class D 'A';
   -- $25.6 million class E 'BBB+';
   -- $11 million class F 'BBB';
   -- $16.5 million class G 'BB+';
   -- $3.8 million class K 'D'.

Fitch does not rate the class NR certificates.

The downgrades are attributed to the anticipated losses on a
specially serviced loan.  As of the November 2004 distribution
date, the pool's aggregate principal balance has been reduced
12.8% to $637.8 million from $731.5 million at issuance.  As of
yearend 2003, 5.2% of the pool reported DSCR below 1.0 times (x).

Midland Loan Services, L.P., the master servicer, collected YE
2003 financials for 91.5% of the pool balance. According to the
information provided, the YE 2003 weighted average debt service
coverage ratio -- WADSCR -- was 1.44x versus 1.38x at issuance.

Currently, five loans (6.2%) are in special servicing.  The
largest specially serviced loan (3.4%) is secured by a vacant
office property in Boston, Massachusetts, and is 90 plus days
delinquent.  The property had been 100% occupied by a government
tenant whose lease expired in January 2004.  The special servicer,
ARCap Servicing, Inc., is currently pursuing a note sale on the
property.  Based on a recent appraisal value, losses are expected
at the time the loan is liquidated from the trust.  Fitch expects
losses to reduce the balance of class K to zero, at which time the
rating of class K will be withdrawn.


JOSTENS IH: Pro Forma Year-to-Date Sales Up 5.2% From Last Year
---------------------------------------------------------------
Jostens IH Corp. reported unaudited pro forma year-to-date sales
of $1,142 million, an increase of 5.2% over the comparable
nine-month period in 2003.

On October 4, 2004, JIHC completed a series of transactions
pursuant to which AHC I Acquisition Corp. and Von Hoffmann
Holdings Inc. joined Jostens Inc. as direct, wholly owned
subsidiaries of JIHC.  The transactions included the acquisition
of Von Hoffmann and Arcade by an affiliate of Kohlberg Kravis
Roberts & Co. L.P. through separate mergers with those companies,
and the contribution of the stock of Von Hoffmann and Arcade to
JIHC, in exchange for stock of Jostens Holding Corp., its parent.
Prior to the October 4 transactions, Von Hoffmann and Arcade were
each controlled by affiliates of DLJ Merchant Banking Partners II,
L.P. and Jostens by affiliates of DLJ Merchant Banking Partners
III, L.P.

As a result of the October 4 transactions, affiliates of KKR own
approximately 49.6% of the voting interest of Jostens Holdings and
45% of the economic interest, and affiliates of DLJMBP III, own
approximately 41% of the voting interest of Jostens Holdings and
45% of the economic interest, with the remainder held by other co-
investors and certain members of management.  Through the
combination of Jostens, Von Hoffmann and Arcade, JIHC is a leading
North American speciality printing, marketing and school-related
affinity products and services enterprise.

As a result of the October 4, 2004 transactions occurring
subsequent to the October 2, 2004 quarter end, JIHC is presenting
unaudited pro forma summary financial information for the
three- and nine-month periods ending October 2, 2004 and the
corresponding periods in 2003.  The Von Hoffmann and Arcade pro
forma financial data have been presented based on their respective
three- and nine-month periods ended September 30th.

The unaudited pro forma condensed consolidated statements of
income for the periods presented give effect to:

     (1) the October 4th transactions and related financing;

     (2) the 2003 merger of Jostens with an affiliate of DLJMBP
         III;

     (3) adjustments to exclude the effect on costs of products
         sold of purchase accounting adjustments to inventory in
         connection with the 2003 merger, as well as transaction
         costs related to the 2003 merger;

     (4) the acquisition by Von Hoffmann of The Lehigh Press; and

     (5) the reclassification of the Lehigh Direct division from a
         discontinued operation to a continuing operation, as if
         they had all occurred on December 29, 2002.

The unaudited pro forma information is based upon available
information and certain assumptions that the company believes are
reasonable under the circumstances.  The unaudited pro forma
financial information is presented for informational purposes only
and does not purport to represent what the company's results of
operations or financial condition would actually have been had all
of the events described above, including the October 4th
transactions, occurred on the date indicated, nor does it purport
to project the results of operations or financial condition of
JIHC for any future period or as of any future date.

Pro forma net sales for the three- and nine-month periods ended
October 2, 2004, were $284.5 million and $1,142.3 million,
respectively, an increase of 5.2% over both of the prior year
comparative periods.

Pro forma net sales for each of the separate subsidiary companies
for the three-month period compared to the prior year comparative
period were:

   * Jostens of $105.3 million, an increase of 12.3%, compared to
     $93.8 million;

   * Von Hoffmann of $134.6 million, a decrease of 3.4%, compared
     to $139.4 million; and

   * Arcade of $44.6 million, an increase of 19.9%, compared to
     $37.2 million.

Pro forma net sales for each of the separate subsidiary companies
for the nine-month period compared to the prior year comparative
period were:

   * Jostens of $624.6 million, an increase of 5.8%, compared to
     $590.3 million;

   * Von Hoffmann of $409.6 million, an increase of 1.2%, compared
     to $404.8 million; and

   * Arcade of $108.1 million, an increase of 19.4%, compared to
     $90.5 million.

Adjusted EBITDA (as defined in the accompanying summary of
financial data) on a pro forma basis for the three- and nine-month
periods was $37.3 million and $226.2 million, respectively, an
increase of 32.7% and 9.6%, respectively, over $28.1 million and
$206.3 million in the respective prior year comparative periods.
JIHC has provided a reconciliation of pro forma net (loss) income
to Adjusted EBITDA in the accompanying summary of financial data.

Adjusted EBITDA on a pro forma basis for each of the separate
subsidiary companies for the three-month period compared to the
prior year comparative period was: Jostens a loss of $0.6 million,
compared to a loss of $5.6 million.  A portion of this period over
period growth is attributable to favorable timing of shipments
from fourth quarter to third quarter; Von Hoffmann of $24.8
million, compared to $23.1 million; and Arcade of $13.1 million,
compared to $10.6 million.

Adjusted EBITDA on a pro forma basis for each of the separate
subsidiary companies for the nine-month period compared to the
prior year comparative period was:

   * Jostens of $126.9 million, compared to $113.4 million;
   * Von Hoffmann of $70.1 million, compared to $69.3 million; and
   * Arcade of $29.2 million, compared to $23.6 million.

"With the completion of the October 4th transactions, I look
forward to leading JIHC to a strong future through focusing on the
continued growth of the existing Jostens, Von Hoffmann and Arcade
franchises and the synergistic and operational opportunities we
believe exist for the combined enterprise and identifying and
executing on acquisition opportunities that will complement the
products and services we currently offer," said Marc Reisch, CEO.

Von Hoffmann is a leading manufacturer of four-color case bound
and soft-cover educational textbooks, textbook covers,
standardized test materials and related components for major
educational publishers in the United States.  Von Hoffmann also
provides commercial printing services to non-educational
customers, including business-to-business catalogers and its
Lehigh Direct business provides a range of innovative printing
products and services to the direct marketing sector.

Arcade is a leading global marketer and manufacturer of
multi-sensory and interactive advertising sampling systems for the
fragrance, cosmetics and personal care markets as well as other
consumer product markets, including household products and food
and beverage markets.

                        About the Company

Jostens is a leading provider of school-related affinity products
and services that help people celebrate important moments,
recognize achievements and build affiliation.  Jostens' products
include yearbooks, class rings, graduation products and school
photography.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2004,
Moody's Investors Service has assigned a B1 rating to Jostens IH
Corp.'s proposed $1.270 billion senior secured credit facility.
Details of the rating action are as follows:

Ratings assigned:

   Jostens IH Corp.

      * $250 million senior secured revolving credit facility, due
        2009 -- B1;

      * $150 million senior secured term loan A, due 2010 -- B1;

      * $870 million senior secured term loan B, due 2011 -- B1;
        and

      * $500 million senior subordinated notes, due 2012 -- B3.

Ratings affirmed:

   Jostens Holding Corp.

      * $163 million senior discount notes, due 2013 -- Caa2;

      * Senior Implied - B1

      * Issuer rating Caa2

Ratings affirmed, subject to withdrawal at closing:

   Jostens Inc.

      * $150 million senior secured revolving credit facility, due
        2010 - Ba3;

      * $475 million senior secured term loan, due 2010 - Ba3;

      * $221 million 12.75% senior subordinated notes, due 2010
        - B3; and

      * $60 million 14% PIK preferred stock, due 2011 - Caa2.

   AKI Holding Corp.:

      * $50 million senior discount notes, due 2009 - Caa1.

   AKI, Inc.:

      * $115 million 10.5% senior notes, due 2008 - B2;

      * Senior Implied rating - B2; and

      * Issuer rating - B2.

   Von Hoffman Corp.:

      * $90 million senior secured revolving credit facility, due
        2006 - Ba3;

      * $275 million 10.25% senior unsecured notes, due 2009 - B2;

      * $100 million 10.375% senior subordinated notes, due 2007
        - B3;

      * Senior Implied - B1; and

      * Issuer rating - B2.

The outlook is stable.

The ratings reflect:

     (i) Jostens' high pro-forma leverage,

    (ii) low top line growth,

   (iii) competitive pricing pressure, and

    (iv) the lack of junior capital to provide meaningful
         protection to debtholders.


KAISER ALUMINUM: Gets Court Nod to Complete QAL Sale to Alumina
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorizes the Kaiser Aluminum Corporation and its debtor-
affiliates to consummate the sale of their interests in and
related to Queensland Aluminum, Ltd., to Alumina & Bauxite
Company, Ltd., an entity related to Open Joint Stock Company
Russian Aluminum.

A full-text copy of the purchase agreement among Kaiser Aluminum
& Chemical Corporation, Kaiser Alumina Australia Corporation, and
Alumina & Bauxite Company, Ltd., is available for free at:


http://sec.gov/Archives/edgar/data/54291/000095012904008940/h20077exv2w5.txt

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)


LAKE MICHIGAN WIRE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Lake Michigan Wire Technologies, Inc.
        PO Box 538
        Muskegon, Michigan 49443

Bankruptcy Case No.: 04-13855

Type of Business:  The Company manufactures fabricated wire
                   products.  These include wire straightening &
                   cutting, rolled and machined pins and rods,
                   wire forming and wire assemblies.  See
                   http://www.lakemichiganwiretech.com/

Chapter 11 Petition Date: November 17, 2004

Court: Western District of Michigan (Grand Rapids)

Judge: James D. Gregg

Debtor's Counsel: Terry L. Zabel, Esq.
                  Rhoades, McKee et al.
                  161 Ottawa Avenue Northwest, Suite 600
                  Grand Rapids, Michigan 49503
                  Tel: (616) 235-3500

Total Assets: $2,129,319

Total Debts:  $3,400,620

Debtor's 20 Largest Unsecured Creditors:

    Entity                       Nature Of Claim    Claim Amount
    ------                       ---------------    ------------
Anderson Michigan Group, LLC                            $308,717
2833 Leon Street
Muskegon, Michigan 49441

City of Norton Shores                                   $108,398
2743 Henry Street #302
Muskegon, Michigan 49441

Internal Revenue Service         Income Tax and          $96,231
678 Front Street, Suite 200      FICA - 2nd Quarter,
Grand Rapids, Michigan 49504     3rd Quarter, October
                                 and November 2004

The Lake Michigan Wire Tech      401K Pension Plan       $63,529
401K Pension Plan
PO Box 538
Muskegon, Michigan 49443

SNW                                                      $50,588

Walker Wire (ISPAT) Inc.                                 $45,484

Industrial Steel                                         $36,565

Techalloy Company                                        $27,809

Michigan Employment Security     Michigan Unemployment   $25,428
Commission                       first, second
                                 & third quarter 2004

Jonathon Anderson                                        $25,000

Interwire Midwest                                        $24,210

Eric Anderson                                            $23,593

The Travelers                                            $22,246

Indwisco Limited                                         $20,054

Northeast Steel Corporation                              $19,118

Siri Wire Company                                        $18,925

CHC                                                      $13,062

Cleaners Hanger Company                                  $13,062

Rol-Flo Engineering                                      $11,981

Worth Steel and Machinery                                $11,924


LIFESTREAM TECH: Settles Patent Litigation with Polymer Technology
------------------------------------------------------------------
Lifestream Technologies, Inc., (OTCBB:LFTC) settled its patent
litigation with Polymer Technology Systems, Inc., relating to
Lifestream's 716 Patent (HDL technology).  As part of the
settlement of the parties' claims against each other, Polymer has
agreed to make royalty payments to Lifestream in connection with
certain of Polymer's future sales of products incorporating
Lifestream's 716 Patent.

"The US Court of Appeals' decision earlier this year provided an
opportunity for both parties to resolve the issues surrounding
this litigation in a way beneficial for both companies," said
Christopher Maus, Lifestream's President and CEO.  "We have
entered into a settlement agreement allowing Polymer to use
Lifestream's HDL patent for the term of that patent, as well as
allowing Lifestream to protect the benefits of the HDL patent,
which include future licensing rights.  This resolution ends the
litigation, is in the parties' best interests, and will add value
to both companies as we continue to develop our respective
markets.  Our agreement allows both companies to work more closely
together on future endeavors for the benefit of both."

"We are pleased to have come to a solution suitable for both
Companies," states Bob Huffstodt, President and CEO of Polymer
Technology Systems, Inc.  "This settlement is in the best
interests of our shareholders, as well as our present and future
customers.  Our resources can now be better directed towards our
business as we look forward to market expansion.  Both our
companies are now better positioned to take advantage of the
expanding opportunities within the lipid testing market."

               About Polymer Technology Systems, Inc.

Polymer Technology Systems, Inc., is a privately held, emerging
medical device company that has developed a family of proprietary
products to rapidly and accurately test cholesterol and other
lipid levels in the blood to help identify and single out the
millions worldwide who are at risk for cardiovascular disease --
the leading cause of death in the U.S. today -- so that
therapeutic lifestyle changes and drug treatment programs will be
sought and followed.

PTS' unique technology has led to the first and only FDA-cleared
and CLIA-waived blood testing solution that is suitable for both
the professional point of care testing market and the home testing
market.  The PTS system consists of the CardioChek(TM) family of
instruments, and PTS PANELS(TM) Test Strips and can test total
cholesterol, HDL cholesterol, LDL cholesterol, triglycerides, as
well as other analytes.

                  About Lifestream Technologies

The Company developed and currently markets a line of cholesterol
monitors to consumers and healthcare professionals that provide
test results in three minutes.

The Company's product line aids the health conscious consumer in
monitoring their risk of heart disease.  By regularly testing
cholesterol at home, individuals can monitor the benefits of their
diet, exercise and drug therapy programs.  Monitoring these
benefits can support the physician and the individual's efforts to
improve compliance.  Lifestream's products also integrate a smart
card reader further supporting compliance by storing test results
on an individual's personal health card for future retrieval,
trend analysis and assessment.

Lifestream's monitors are affordable, hand-held devices that
provide users with accurate results in less than three minutes.
The product line has been designed to accommodate The Data
Concern(TM) Personal Health Card(R) allowing multiple users the
ability to store their personal results.  Lifestream's products
are now available in pharmacy and retail outlets nationwide. To
find retailers that carry Lifestream's products, go to "Store
Locator" on http://www.knowitforlife.com/or contact Customer Care
at 888-954-LIFE.  For Company information, visit
http://www.lifestreamtech.com/

As of September 30, 2004, Lifestream's stockholders' deficit
widened to $3,763,081, compared to a $2,063,527 deficit at
June 30, 2004.


MAGELLAN MIDSTREAM: S&P Assigns BB Rating to $250 Million Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Magellan Midstream Holdings L.P.'s $250 million seven-year term
loan secured by Magellan Midstream's partnership interests in
Magellan Midstream Partners L.P. (BBB/Stable/--).

Standard & Poor's also assigned a recovery rating of '4' to the
Magellan Midstream's term loan, indicating the expectation for
marginal recovery of principal (25%-50%) in the event of default.

At the same time, Standard & Poor's affirmed its 'BBB' corporate
credit rating on Magellan.  The outlook is stable.

The loan proceeds will be used to repay a $95 million existing
Magellan Midstream loan and pay a dividend of $150 million to the
owners.

The ratings on Magellan Midstream's term loan are stand-alone
ratings and are not consolidated with the rating on Magellan,
based in part on a nonconsolidation opinion regarding Magellan
Midstream and Magellan GP LLC, the general partner of Magellan
Midstream Partners.

The ratings on Magellan Midstream are linked to the ratings on
Magellan as Magellan Midstream relies entirely on Magellan's cash
distribution to repay its debt.  As a result, a decline in
Magellan's credit profile would also negatively affect the ratings
on Magellan Midstream's debt.

Based on the current level of debt at Magellan Midstream, Standard
& Poor's views a three-notch separation in its ratings on Magellan
and Magellan Midstream as adequate.

Magellan Midstream was formed by Madison Dearborn Partners LLC and
Carlyle/Riverstone Global Energy and Power Fund to acquire certain
interests in Williams Energy Partners L.P., which was renamed
Magellan Midstream Partners.

Magellan is a master limited partnership engaged in the
transportation, storage, and distribution of refined petroleum
products and ammonia.


MERISTAR HOSPITALITY: S&P Revises Outlook on B- Rating to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on hotel
operating company MeriStar Hospitality Corp. to stable from
negative.  At the same time, Standard & Poor's affirmed its
ratings on the company, including the 'B-' corporate credit
rating.  As of September 30, 2004, MeriStar had about
$1.6 billion in debt outstanding.

"The outlook revision reflects MeriStar's gradually stabilizing
operating performance in 2004, aided by a recovery in the lodging
industry and the company's sale of several non-strategic and
underperforming hotels," said Standard & Poor's credit analyst
Sherry Cai.  "Moreover, Standard & Poor's expects the lodging
operating environment to remain healthy in 2005.  This alleviates
near-term pressure on MeriStar's liquidity and allows the company
opportunity to further improve its credit measures."

The ratings on MeriStar Hospitality Corp. reflect the company's
weak credit measures, and therefore its vulnerability to a drop in
lodging demand (although one is not expected at this time).
Credit measures weakened considerably during the lodging industry
downturn that began in mid-2001 and continued through the end of
2003.  MeriStar's debt balance remained flat at about
$1.64 billion between December 31, 2000, and December 31, 2003,
while EBITDA declined by 52%.  However, because of its asset
sales, its issuance of a modest amount of equity in April 2004,
and an improving operating environment, the company's credit
measures have been improving during 2004 (taking into account
hotel sales and acquisitions).

Washington, D.C.-based MeriStar is the fourth-largest domestic
lodging real estate investment trust rated by Standard & Poor's,
and has a portfolio of 72 hotels.  Most of its properties are
branded under the Hilton, Sheraton, Marriott, Doubletree,
Radisson, and Westin flags.  The company's hotel portfolio is
primarily positioned within the upscale full-service segment of
the lodging industry, and its hotels are located in 23 states.

MeriStar divested a large number of hotels located in secondary
and tertiary markets in the past few years.  The company sold
15 hotels in 2003 for $128 million, and has sold another 19 hotels
for $134 million so far in 2004.  The goal of the asset sales has
been to dispose of non-strategic hotels, bolster liquidity, and
reduce the company's earnings contribution from certain regions
where it had significant exposure.  MeriStar had gradually reduced
its portfolio concentration in Texas, for example, to 11% of total
hotel rooms by the end of the third quarter of 2004 from 14% in
2000.  MeriStar still has three hotels for sale, which it expects
will generate $21 million to $26 million in sales proceeds.

MeriStar has experienced some regional weakness that has affected
its operating results.  Its hotels in Chicago, Tampa/Clearwater,
Houston, and Dallas have reported mixed results in 2004 because of
relatively weak regional conditions and high levels of competition
in these locations.

In addition, MeriStar's rebranding and renovation program has
affected its operating performance in the short term, though these
efforts are expected to eventually bring earnings improvement.
The company currently has 57 hotels (79% of its rooms) under
renovation and is undergoing brand conversions at seven of them.


METROMEDIA INTL: Needs to File Form 10-Q to Avoid Default
---------------------------------------------------------
Metromedia International Group, Inc., (OTCBB:MTRME) (PINK
SHEETS:MTRMP) the owner of interests in various communications and
media businesses in Russia and the Republic of Georgia, had
received notification from the trustee of its Series A and B
10-1/2 % Senior Discount Notes Due 2007 concerning compliance with
the covenants as outlined in the indenture governing the Senior
Notes.

The trustee reported that the Company had not yet filed with the
Securities and Exchange Commission and furnished to the trustee,
the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2004, the timely public filing of which is required
under Section 4.3(a) of the Indenture.  The trustee reported that,
under the terms of the Indenture, the Company must resolve this
compliance matter no later than January 18, 2005, the sixtieth day
following the receipt of the trustee's letter in order to avoid an
event of default.  If the default were declared, the trustee or
holders of at least 25% aggregate principal value of Senior Notes
outstanding could demand all Senior Notes to be due and payable
immediately.  The Company presently expects that it will both file
the Third Quarter 2004 Form 10-Q with the SEC and furnish a copy
of such to the Trustee within the 60-day period required for
compliance with the Indenture.

The Company said that the delay in filing the Third Quarter Form
10-Q is attributable to the additional effort and time that has
been required for the finance team of the Company's PeterStar
business venture to prepare, finalize and submit its final US GAAP
financial results to the Company's corporate finance team.  As a
result of the delay in the submission of the PeterStar US GAAP
financial reports, the Company's corporate finance team has not
been able to complete its review and analysis of the PeterStar
financial results, and as such, able to finalize the Company's
consolidated financial statements and management's discussion and
analysis of the Company's financial condition and results of
operations.

At present, the Company is uncertain as to when it will complete
the filing of the Third Quarter Form 10-Q with the SEC, but
anticipates filing during the week of November 29, 2004.

                        About the Company

Through its wholly owned subsidiaries, the Company owns interests
in communications businesses in Russia and the Republic of
Georgia. Since the first quarter of 2003, the Company has focused
its principal attentions on the continued development of its core
telephony businesses, and has substantially completed a program of
gradual divestiture of its non-core cable television and radio
broadcast businesses.  The Company's core telephony businesses
include PeterStar, the leading competitive local exchange carrier
in St. Petersburg, Russia, and Magticom, the leading mobile
telephony operator in the Republic of Georgia.

At June 30, 2004, Metromedia International Group's balance sheet
showed an $11,469,000 stockholders' deficit, compared to a
$13,155,000 deficit at December 31, 2003.


MIRANT CORP: Inks Key Employee Retention Agreements with Officers
-----------------------------------------------------------------
Mirant Corporation discloses in recent filings with the Securities
and Exchange Commission that it entered into separate Key Employee
Retention Program and Change in Control Release Agreements with
four officers:

   Name                     Position
   ----                     --------
   Douglas L. Miller        Senior Vice-President and General
                            Counsel

   Vance N. Booker          Senior Vice-President

   Curtis Morgan            Executive Vice-President and Chief
                            Operating Officer

   J. William Holden, III   Senior Vice-President and Treasurer

Mirant Vice-President and Controller Dan Streek relates that the
Agreements in general provide for the waiver and termination of
any change in control rights and agreements that the Officers may
have against Mirant, in exchange for the Officers' participation
in the Key Employee Retention Program and the KERP Enhanced
Severance Program, both as previously adopted by the U.S.
Bankruptcy Court for the Northern District of Texas in August
2004.  The Agreements also provide for the waiver of any
previously awarded retention or severance benefits and of any
administrative claims that the Officers may have had on account of
any retention agreement, employment agreement, severance agreement
or other employee benefit plan.

Messrs. Booker, Miller and Morgan are eligible to earn up to 100%
of their base salary, as effective August 11, 2004, as Bonus.
Mr. Holden is eligible to earn up to 70% of his base salary, as
effective August 11, 2004, as Bonus.

If a plan of reorganization is filed by November 22, 2004, the
Officers will earn the full amount of Eligible Bonus, unless
otherwise ordered by the Court.  With the passing of each month
after November 22, 2004, for which a Plan is not filed, the
Eligible Bonus is reduced by 10% of the original, unless otherwise
ordered by the Court.

The KERP Agreements stipulate that the total amount earned will be
calculated when a Plan is filed.  The awards will payout according
to this schedule:

     Payment Schedule                        Amount
     ----------------                        ------
     Filing of a Plan                15% of Eligible Bonus
     Confirmation of a Plan          35% of Eligible Bonus
     Effective Date of a Plan        50% of Eligible Bonus

Mr. Streek also reports that on September 22, 2004, Mirant signed
an agreement with its Senior Vice-President, Lloyd A. Warnock,
modifying the previously agreed on terms of Mr. Warnock's
employment with the company.  The modification dealt with the
treatment of Mr. Warnock's travel and relocation expenses.

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


MIIX GROUP: Scott Barbee Resigns from Board of Directors
--------------------------------------------------------
The MIIX Group, Incorporated (OTC:MIIX) disclosed this week the
resignation of Scott L. Barbee from the Board of Directors.  Mr.
Barbee's resignation was effective October 13, 2004.

As reported in the Troubled Company Reporter on October 20, 2004,
the Honorable Neil H. Shuster of the Superior Court of New Jersey,
Chancery Division, Mercer County, in Trenton, appointed Holly C.
Bakke, Commissioner of Banking and Insurance for the State of New
Jersey, as the Rehabilitator for MIIX Insurance Company.  In
short, Ms. Bakke or her designee will run the business.  The
Court's order does not stay payment of any claim or any pending
litigation.  The Order prohibits filing any new action or new
claim directly against MIIX Insurance without Court permission.
The Order provides that The MIIX Group and New Jersey State
Medical Underwriters, Inc. will continue to provide administrative
services to MIIX Insurance pursuant to the current Management
Services Agreement until terminated by the Department after
appropriate notice.

All directors and officers of MIIX Insurance and of its two
subsidiaries, Lawrenceville Holdings, Inc. and MIIX Insurance
Company of New York, resigned from their positions, effective
September 28, 2004.

Headquartered in Lawrenceville, New Jersey, The MIIX Group --
http://www.miix.com/-- provides management and claims
administrative services to the medical professional liability
insurance industry, and a range of consulting products to
physician and healthcare providers.  The MIIX Group of Companies
currently protects existing physician, medical professional, and
institutional insureds through its long-term commitment to run-off
insurance operations.


MMCA 2001-3: Fitch Places Low-B Ratings on Four Note Classes
------------------------------------------------------------
Fitch Ratings downgrades one senior class of the MMCA 2001-3 Auto
Owner Trust transaction and three subordinate classes of the MMCA
2002-2 Auto Owner Trust transaction.  Fitch also upgrades the
subordinate class of MMCA 2001-1 Auto Owner Trust transaction.  In
addition, Fitch affirms current ratings on all other outstanding
transactions.

These actions reflect Fitch's ongoing concern over the weak
collateral performance in each of these transactions.
Specifically, the auto loan pools continue to incur higher than
expected cumulative gross and net losses.  The delinquency and
annualized net loss rates remain high despite improvements to
offset these problems, which included the outsourcing of a
majority of sub-prime accounts to SST.

A portion of the increase can be attributed to longer-term
weakness in the economy and its impact on the subprime borrower
along with depressed used car auction values.  The main issue,
however, remains poor performing balloon loans and deferred
payment loans both of which continue to subject the transactions
to higher potential loss severity under default.  While the
collateral composition differs for each of the affected
transactions, each of the deals is comprised of a large percentage
of both balloon and payment deferred retail contracts, many of
which will reach balloon payment dates in 2005.

The 2002-2 transaction is at this point under-collateralized with
the reserve account at zero.  Currently all classes of MMCA 2002-
1, 2002-2 and 2002-3 are being paid sequentially with the most
senior class being paid in full prior to principal being allocated
to the subordinate classes.

Fitch Ratings has taken these actions:

   * MMCA Auto Owner Trust 2001-1

     -- Class A notes Affirmed at 'AAA';
     -- Class B notes Upgraded to 'AA' from 'A'.

   * MMCA Auto Owner Trust 2001-2

     -- Class A notes Affirmed at 'AAA';
     -- Class B notes Affirmed at 'A'.

   * MMCA Auto Owner Trust 2001-3

     -- Class A notes Downgraded to 'A' from 'AA-';
     -- Class B notes Affirmed at 'BBB+'.

   * MMCA Auto Owner Trust 2001-4

     -- Class A notes Affirmed at 'AA-';
     -- Class B notes Affirmed at 'BBB+'.

   * MMCA Auto Owner Trust 2002-1

     -- Class A notes Affirmed at 'AA';
     -- Class B notes Affirmed at 'BB+';
     -- Class C notes Affirmed at 'B+'.

   * MMCA Auto Owner Trust 2002-2

     -- Class A3 notes Affirmed at 'A';
     -- Class A4 notes Downgraded to 'BBB+' from 'A';
     -- Class B notes Downgraded to 'BB-' from 'BB+';
     -- Class C notes Downgrade to 'B-' from 'B'.

   * MMCA Auto Owner Trust 2002-3

     -- Class A notes Affirmed at 'AA';
     -- Class B notes Affirmed at 'A-';
     -- Class C notes Affirmed at 'BBB-'.

   * MMCA Auto Owner Trust 2002-4

     -- Class A notes Affirmed at 'AAA';
     -- Class B notes Affirmed at 'A';
     -- Class C notes Affirmed 'BBB'.

   * MMCA Auto Owner Trust 2002-5

     -- Class A notes Affirmed at 'AAA';
     -- Class B notes Affirmed at 'AA';
     -- Class C notes Affirmed at 'A'.


MOTOR COACH: Likely Default Prompts S&P to Junk Ratings
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Schaumburg, Illinois-based Motor Coach Industries
International Inc. to 'CCC' from 'B-', and its senior subordinated
debt rating to 'CC' from 'CCC'.  The outlook is negative.  Total
outstanding debt at September 30, 2004, was about $460 million.

"The actions and outlook reflect our increasing concern that Motor
Coach, North America's leading manufacturer of intercity coaches,
might default on its debt obligations because of weak cash flow
generation caused by depressed private and public sector demand,"
said Standard & Poor's credit analyst Daniel DiSenso.

Motor Coach's near-term outlook is uncertain.  Although tourism in
the U.S. has largely recovered in response to the general economic
recovery, the pickup in orders from independent tour and charter
operators is expected to be only very gradual.  Moreover, demand
from one its largest customers, Greyhound Lines Inc. (CCC/Watch
Pos/--), continues to be very depressed.  Greyhound is
implementing a strategy to more efficiently serve short- to-
medium-haul routes that is resulting in fewer bus miles driven and
a consequent reduction in fleet size.  Public sector demand was
strong from 2000 to 2003, but, following completion of a major
contract from a large customer, orders from this sector have
declined dramatically.

Under rules promulgated under the Americans With Disabilities Act
-- ADA, 50% of coach fleets must be wheel-chair compatible by
2006, and 100% compliant by 2012.  This requirement should help to
spur demand for new coaches.  However, since fleet owners can
satisfy this requirement by retrofitting their fleets as an
alternative to purchasing new coaches and still receive federal
funding, this ADA rule may have only a modest-to-moderate positive
benefit for Motor Coach.

Financial flexibility is very limited given current weak operating
performance and constrained liquidity.


MOUNT SINAI: Fitch Affirms BB+ Ratings on $665.6 Million Bonds
--------------------------------------------------------------
Fitch affirms approximately $665.6 million Mount Sinai-NYU Health
System's bonds at 'BB+'.  'BB' category ratings indicate that
there is a possibility of credit risk developing, particularly as
the result of adverse economic change over time; however, business
or financial alternatives may be available to allow financial
commitments to be met.  The Rating Outlook is Stable.

The rating affirmation is based on the new strategic direction of
MS-NYU, which has resulted in a slight improvement in the
obligated group's financial profile in the current fiscal year.
Mount Sinai Hospital and NYU Hospitals Center -- NYUHC, the
principal parties of the obligated group, acknowledge that their
attempt to merge and fully integrate business operations was a
failure.  Each entity now operates independently and all
previously integrated services have been unwound.  The outstanding
debt is the only item binding the two parties.  Mount Sinai
Hospital and NYUHC are committed to restructuring the debt;
however, the timing and structure are unknown at this time.

Overall operations of the obligated group have shown some recent
improvement but remain below investment grade levels.  Audited
results for 2003 indicate negligible movement in days cash on hand
(67.1 days from 65.4 days in 2002) and debt service coverage
(1.2 times (x) from 1.4x in 2002).  The 2003 operating margin
declined to negative 6.1% from negative 3.2% the prior year.
Through the first six months of 2004, both entities are slightly
ahead of budget, with a negative 2.4% operating margin resulting
in a 1.9x debt service coverage.

Mount Sinai Hospital continues to produce large operating losses.
In 2003 the bottom line loss was just over $63 million.  The 2004
budgeted loss of $42 million appears achievable.  Through the
first six months of 2004, Mount Sinai Hospital posted a bottom
line loss of $12.6 million compared to a negative $30 million for
the prior year period.  Management has cited employee reductions,
revenue cycle initiatives, a focus on increasing volume, managed
care rate negotiations, and supply chain management as ongoing
activities.

NYUHC has been profitable and posted a $2 million bottom line in
2003; however, this is a significant decline from a $26 million
profit the prior year.  Management has cited the reason for the
decline in profitability as due to some one-time expenditures in
2003 and the receipt of a one-time grant in 2002 that inflated
performance.  Through the first six months of 2004, NYUHC had a
$3.4 million bottom line.  NYUHC opened a new ambulatory cancer
care center in July 2004, which was financed off balance sheet.
Fitch believes the new facility should foster volume growth.  The
2004 budget includes a bottom line of $6.8 million, which Fitch
believes is achievable due to further revenue enhancement and
cost-saving opportunities.  NYUHC is in the process of
renegotiating its managed care contracts and implementing labor
productivity measures.  However, of particular concern is the
potential for a replacement facility, which could cause
significant strain on NYUHC's financial position depending on the
total cost and financing of the project.

Fitch has cited management credibility and stability at Mount
Sinai Hospital as a concern in the past.  Mount Sinai Hospital has
put a new management team in place since Fitch's last review in
April 2003, which is the third management team in the last five
years.  The only management change at NYUHC has been a new chief
executive officer as of January 2004.  Fitch believes any positive
credit movement will be tied directly to a management team that
has board support and is able to establish measurable goals with
appropriate accountability.  In addition, Fitch believes that with
the formal recognition of the separation, the rate of financial
improvement should move more quickly as each entity is focused on
its respective organization.

The obligated group had total revenues of $1.7 billion in 2003.
MS-NYU has covenanted to supply bondholders with an annual audit,
quarterly financial statements and operating statistics.
Disclosure to Fitch has been very good with the receipt of timely
quarterly statements.  Quarterly disclosure includes consolidated
and consolidating balance sheet, income statement, and cash flow
statement, utilization statistics, and detailed management
discussion and analysis.

Outstanding Issues:

   -- $525,460,000 Dormitory Authority of the State of New York,
      revenue bonds (Mount Sinai-NYU Health System Obligated
      Group), series 2000A;

   -- $40,000,000 Dormitory Authority of the State of New York,
      periodic auction reset securities (Mount Sinai-NYU Health
      System Obligated Group), series 2000B*;

   -- $101,400,000 Dormitory Authority of the State of New York,
      periodic auction reset securities (Mount Sinai-NYU Health
      System Obligated Group), series 2000C*;

   -- $34,000,000 Dormitory Authority of the State of New York,
      periodic auction reset securities (Mount Sinai-NYU Health
      System Obligated Group), series 2000D*.

* Underlying rating only.


NETWORK INSTALLATION: Sept. 30 Balance Sheet Upside-Down by $213K
-----------------------------------------------------------------
Network Installation Corp. (OTC Bulletin Board: NWKI) reported
record revenue for the quarter ended September 30, 2004 of
$760,835 vs. $444,736 for the same quarter in 2003.  For the
nine-month period ended September 30, 2004, Network Installation
posted record revenue of $2,000,762 vs. $1,119,680 for the same
period in 2003.  Net loss for the quarter ended September 30, 2004
decreased to ($547,107) from ($2,520,164) for the same quarter in
2003.  For the nine-month period ended September 30, 2004 net loss
decreased to ($1,657,180) from ($2,817,494) for the same period in
2003.

At September 30, 2004, Network Installation's balance sheet showed
a $213,146 equity deficit.

The Company's complete results are available on its Form 10Q-SB
for the period ending September 30, 2004.

Network Installation Chairman Michael Novielli stated, "We are
extremely pleased to have posted record revenue for the third
quarter as well as the nine month period ended September 30, 2004.
This management team is results oriented and its performance is a
testament to that mind-set.  Our shareholders can rest assured
that we will continue to strive for even further growth in the
coming months ahead."

Network Installation CEO Michael Cummings commented, "As we begin
planning for 2005 we remain focused on internal growth, but are
continuing to evaluate potential acquisitions which we believe
would further accelerate our growth rate. We remain committed to
delivering maximum results to our shareholders."

                        About the Company

Network Installation Corp. provides communications solutions to
the Fortune 1000, Government Agencies, Municipalities, K-12 and
Universities and Multiple Property Owners.  These solutions
include the design, installation and deployment of data, voice and
video networks as well as wireless networks and Wi-Fi.  Through
its wholly-owned subsidiary Del Mar Systems International, Inc.,
the Company also provides integrated telecommunications solutions
including Voice over Internet Protocol applications.  To find out
more about Network Installation Corp. (OTC Bulletin Board: NWKI),
visit our corporate website at
http://www.networkinstallationcorp.net/or
http://www.delmarsystems.com/The Company's public financial
information and filings can be viewed at http://www.sec.gov/


NEXMED INC: Liquidity Problems Trigger Going Concern Doubt
----------------------------------------------------------
Nexmed Inc. has an accumulated deficit of $97,966,988 at
September 30, 2004 and the Company expects to incur additional
losses throughout 2004.  The Company's current cash reserves raise
substantial doubt about the Company's ability to continue as a
going concern.  Management anticipates that it will require
additional financing, which it is actively pursuing, to fund
operations, including continued research, development and clinical
trials of the Company's product candidates.  Management plans to
obtain the additional financing through additional partnering
agreements for Alprox-TD and some of its other products under
development using the NexACT technology as well as through the
issuance of debt and equity securities.  If the Company is
successful in entering into additional partnering agreements for
some of its products under development using the NexACT
technology, it anticipates that it may receive milestone payments,
which would offset some of its research and development expenses.
Although management continues to pursue these plans, there is no
assurance that the Company will be successful in obtaining
financing on terms acceptable to it.  If additional financing
cannot be obtained on reasonable terms, future operations will
need to be scaled back or discontinued.

Nexmed Inc. has been in existence since 1987.  Since 1994, it has
positioned itself as a pharmaceutical and medical technology
company with a focus on developing and commercializing therapeutic
products based on proprietary delivery systems.  The Company,
together with its subsidiaries, is focusing efforts on new and
patented pharmaceutical products based on a penetration
enhancement drug delivery technology known as NexACT, which may
enable an active drug to be better absorbed through the skin.  The
NexACT transdermal drug delivery technology is designed to enhance
the absorption of an active drug through the skin, overcoming the
skin's natural barrier properties and enabling high concentrations
of the active drug to rapidly penetrate the desired site of the
skin or extremity.  Successful application of the NexACT
technology could improve therapeutic outcomes and reduce dose
requirement, dosing frequency, and systemic side effects that
often accompany oral and injectable medications.

The Company intends to continue its efforts developing transdermal
treatments including cream, gel, patch and tape, based on the
application of NexACT technology to drugs:

   (1) previously approved by the FDA,
   (2) with proven efficacy and safety profiles,
   (3) with patents expiring or expired, and
   (4) with proven market track records and potential.

The Company has focused its application of the NexACT technology
to Alprox-TD cream for the treatment of male erectile dysfunction,
and is exploring the application of the NexACT technology to other
drug compounds and delivery systems.  It is in various stages of
developing new treatments for female sexual arousal disorder, nail
fungus, premature ejaculation, wound healing, pain and the
prevention of nausea and vomiting associated with post-operative
surgical procedures and cancer chemotherapy.


OLD UGC: Court Confirms First Amended Joint Plan of Reorganization
------------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York confirmed Old UGC, Inc.'s First
Amended Joint Plan of Reorganization.  The Plan is co-proposed by
one of Old UGC's creditors -- UnitedGlobalcom, Inc.

                         About the Plan

The Plan is the result of months of meetings and negotiation among
the Debtor and its two largest creditors -- UnitedGlobalCom and
IDT United, Inc.  The Plan intends to restructure Old UGC's 10.75%
Senior Secured Discount Notes due on 2008.

The Plan provides that on the Effective Date, Old UGC will
exchange shares of its Class A Common Stock for all outstanding
Senior Notes held by IDT United and shares of its Class B Common
Stock for all outstanding Senior Notes in the aggregate amount of
$700 million held by UnitedGlobalCom.

The Debtor will issue to IDT shares of Class A Common Stock equal
in number to its pro rata share of New Common Stock in exchange
for $599 million in principal amount at maturity of its senior
notes.

Under the terms of the Plan:

          * administrative claims;
          * priority tax claims;
          * miscellaneous secured claims;
          * classified priority claims;
          * public noteholder claims;
          * general unsecured creditors; and
          * litigation claims

will be settled in full on the Effective Date.

Senior Notes held by the public and Old UGC common stock will be
reinstated and all accrued interest will be paid in cash.

Headquartered in Denver, Colorado, Old UGC, Inc.--
http://www.UnitedGlobalcom.com/-- is one of the largest broadband
communications providers outside the United States and provides
full range of video, voice, high-speed Internet, telephone and
programming services.  The Company filed for chapter 11 protection
on January 12, 2004 (Bankr. S.D.N.Y. Case No. 04-10156).  David A.
Levine, Esq., at Cooley Godward, LLP and Jay R. Indyke, Esq., at
Kronish Lieb Weiner & Hellman, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
their creditors, they listed $846,050,022 in total assets and
$1,371,351,612 in total debts.


OLD UGC: Wants to Employ Houlihan Lokey as Financial Advisors
-------------------------------------------------------------
Old UGC, Inc., asks the U.S. Bankruptcy Court for the Southern
District of New York for permission to retain Houlihan Lokey
Howard and Zukin Financial Advisors, Inc., as its financial
advisor.

Houlihan Lokey will prepare an analysis and provide written report
regarding:

     a) the valuation, as of current date, of the Reorganized
        Debtor as a going-concern, reorganized as contemplated
        in the confirmed Plan of Reorganization;

     b) the valuation of the Reorganized Debtor, as of current
        date, assuming a chapter 7 liquidation; and

     c) determination of the market coupon for a preferred stock
        to be issued by the Reorganized Debtor under the
        Confirmed Plan to IDT United, Inc., with certain
        attributes to be determined by the Debtor.

The Reorganized Debtor proposes to pay Houlihan Lokey $115,000 for
its services.  Professionals at the Firm will bill the Debtor at
their current hourly rates:

                Designation          Rate
                -----------          ----
          Senior Managing Director   $700
          Managing Director           650
          Director                    500
          Senior Vice President       450
          Vice President              400
          Associate                   300
          Financial Analyst           250

Jennifer Muller, a Director at Houlihan Lokey, assures the Court
of the Firm's "disinterestedness" as defined is Section 101(14) of
the Bankruptcy Code.

Headquartered in Denver, Colorado, Old UGC, Inc.--
http://www.UnitedGlobalcom.com/-- is one of the largest broadband
communications providers outside the United States and provides
full range of video, voice, high-speed Internet, telephone and
programming services.  The Company filed for chapter 11 protection
on January 12, 2004 (Bankr. S.D.N.Y. Case No. 04-10156).  David A.
Levine, Esq., at Cooley Godward, LLP and Jay R. Indyke, Esq., at
Kronish Lieb Weiner & Hellman, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
their creditors, they listed $846,050,022 in total assets and
$1,371,351,612 in total debts.


OWENS-BROCKWAY: Moody's Rates Planned $650M Senior Unsec. Debt B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
senior unsecured issuance of approximately $650 million at
Owens-Brockway Glass Container, Inc. and concurrently raised the
ratings of existing notes and convertible preferred stock at the
parent company, Owens-Illinois, Inc., while affirming the
enterprise's B2 senior implied rating.  The ratings actions
positively reflect the cumulative improvements in consolidated
free cash flow across geographies, notably in North American
glass, which continues to be under pressure, as well as
acknowledge the reduction in financial leverage (specifically,
permanent reductions in senior secured debt).  The revised ratings
are consistent with the ratings prior to the $1.45 billion senior
secured debt acquisition financing for BSN Glasspack, S.A. -- BSN.
The ratings incorporate the likely benefits received from the
proposed issuance and subsequent debt restructuring, which should
allow access to cash at the BSN subsidiaries and facilitate the
pooling of O-I's European businesses.

O-I's financial performance since Moody's prior rating action in
February 2004 has fully met and somewhat exceeded expectation,
despite the challenging global business environment with
significantly increased utility, raw material, and other operating
costs, pricing pressures, and some -- albeit limited -- adverse
conversions from glass to alternative forms of packaging.  Results
evidence new management's ability and commitment to address cash
leakage through improved working capital management and more
judicious capital spending while achieving material, voluntary
debt reduction throughout the intermediate term (over $150 million
of debt has been paid with free cash flow thus far in fiscal
2004).

Additionally, the company's liquidity and general credit profile
has been enhanced by the approximately $1.3 billion of combined
proceeds from the divestiture of O-I's blow-molded plastics
business (sold to Graham Packaging Company, L.P. for roughly
$1.2 billion) and other assets used for debt reduction.  The
ratings upgrades, including the change in the Speculative Grade
Liquidity rating to SGL-2 from SGL-3, also reflect Moody's revised
expectations of improved financial flexibility in the near term
through the realization of integration synergies, benefits from
portfolio changes, leveraging improved infrastructure, and on-
going working capital management.  A more focused plastics
business exclusively devoted to the solid-margin, higher-growth
rate healthcare containers and closures (over 10% of consolidated
EBITDA) also contributes to O-I's bolstered financial profile.

Today, Moody's took these ratings actions for O-I and its
subsidiaries:

   * Assigned a B2 rating to Owens-Brockway's proposed senior
     unsecured notes of approximately $650 million, due 2014,
     denominated in both US dollar and Euro

   * Upgraded $2.1 billion senior secured notes at Owens-Brockway,
     due 2009 -2012, to B1 from B2

   * Upgraded $441 million 8.25% senior unsecured notes at
     Owens-Brockway, due 2013, to B2 from B3

   * Upgraded $1.4 billion senior unsecured notes at O-I, due 2005
     -- 2018, to B3 from Caa1

   * Upgraded $452.5 million convertible preferred stock at O-I,
     to Caa1 from Caa2

   * Affirmed $1.7 billion senior secured credit facility
     consisting of a $600 million revolver and $1.1 billion term
     loans at B1

   * Affirmed senior implied rating at B2

   * Upgraded senior unsecured issuer rating at O-I to B3 from
     Caa1 (non-guaranteed exposure)

   * Upgraded Speculative Grade Liquidity rating to SGL-2 from
     SGL-3

The ratings outlook is stable.

The existing ratings for BSN Glasspack, S.A. were affirmed and
will be withdrawn upon completion of the proposed transactions in
which proceeds from the intended Owens-Brockway senior issuance
are intended to tender the outstanding Euro 160 million 9.25%
senior subordinated collateralized notes, due 2009, at BSN
Glasspack Obligation, S.A. (rated B2), and the Euro 140 million
10.25% senior subordinated notes, due 2009, at BSN Financing Co.,
S.A. (rated B3) and to pay related fees and premiums.  Incremental
proceeds are intended to be used to tender the existing $350
million 7.15% O-I senior unsecured notes, due 2005.  If those
funds are not available, O-I might draw under its existing
revolver to finance the intended O-I tender and related fees,
which could have negative consequence on the SGL-2 rating.

While over the intermediate term Moody's expects sustained
improvement in consolidated free cash flow as a percentage of
total debt adjusted to include outstandings under accounts
receivable securitizations, asbestos liabilities, and under-funded
pension obligations (the latter being relatively modest), the
ratio remains in the low to mid single digits thereby constraining
the B2 senior implied rating.  Moreover, the rating continues to
reflect the effects of charges taken in the fourth quarter of
fiscal 2003 for the $750 million impairment of goodwill and the
approximately $450 million increase in the asbestos reserve.  High
financial leverage (debt is 80% of consolidated revenue; roughly 4
time consolidated EBITDA) and relatively thin EBITDA less capital
expenditures coverage of interest expense (around 2 times) coupled
with sizable annual capital expenditures of over $450 million,
continuing annual cash payments for asbestos in the $190 million
range plus pension/OPEB contribution of around $30 million are
also reflected in the enterprise rating.

However, as synergies are captured from the integration of BSN
(costs are heavily front-loaded through the end of fiscal 2005)
and O-I continues to evidence positive momentum in free cash flow
generation and permanent debt reduction in the near term, the
ratings outlook could change to positive from stable.  Positive
change in the ratings outlook is also sensitive to continued
improvement in the level and quality of EBIT and operating margins
by segment (with particular emphasis on European glass as lower
margins at BSN are addressed and, North American glass, which is
negatively impacted by excess capacity).

The upgrade of the Speculative Grade Liquidity rating to SGL-2
from SGL-3 reflects good liquidity given Moody's view of O-I's
potential free cash flow generation, manageable mandatory debt
maturities of approximately $390 million (includes the $350mm
notes, due 2005), good average availability under the $600 million
committed revolver, and improved cushion under financial covenants
quarterly throughout the next twelve months (specifically, more
headroom under the leverage hurdle given the sizable debt
repayments).  The liquidity rating benefits from the debt
reductions made from the proceeds of divestitures. However, the
rating does not reflect the use of proceeds from any further
potential dispositions to reduce debt.  The SGL-2 rating is
supported by the existence of alternate sources of liquidity such
as viable businesses and joint ventures, which could be sold
without material impairment to core enterprise value.

The B1 ratings for the senior secured debt at Owens-Brockway
reflect their priority position in the capital structure, the
benefits and limitations of the global collateral sharing
arrangement, and upstream guarantees from subsidiaries.  The
ratings are one notch above the B2 senior implied rating because
we believe there would be full collateral coverage in a distress
scenario.  Moody's notes that there continues to be additional
tangible collateral pledged by foreign subsidiaries that supports
the credit facility and not the secured notes.

The B2 ratings for the senior unsecured notes at Owens-Brockway
reflect the effective subordination to approximately $3.4 million
of secured debt (bank debt includes outstanding letters of credit
totaling approximately $150 million).

The B3 ratings for the senior unsecured notes at O-I and the Caa1
rating for the convertible preferred stock reflect the effective
and contractual subordination to substantial total liabilities at
the operating companies and gives consideration to the sizable
asbestos liabilities at the holding company, O-I.

Headquartered in Toledo, Ohio, Owens-Illinois, Inc., through its
subsidiaries, is one of the world's largest global manufacturers
of glass containers and is also a leading manufacturer of
healthcare packaging including prescription containers and medical
devices, and closures including tamper-evident caps and dispensing
systems.  For the twelve months ended September 30, 2004,
consolidated revenue was approximately $6.6 billion and EBITDA was
approximately $1.4 billion.


OWENS-BROCKWAY: S&P Rates Proposed $650M Senior Unsecured Notes B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Owens-Brockway Glass Container Inc.'s (a wholly owned subsidiary
of Owens-Illinois Inc.) proposed $650 million senior unsecured
notes due 2014 to be issued under Rule 144A with registration
rights.

At the same time, all ratings on Owens-Illinois Inc. (BB-
/Negative/--) and its related entities are affirmed.  Proceeds of
the proposed notes offering and some borrowings under the
revolving credit facility will be used to refinance its
subsidiary, BSN Glasspack S.A.'s Eur160 million 9.25% senior
subordinated notes due 2009 and Eur140 million 10.25% senior
subordinated notes due 2009, and repurchase Owens-Illinois'
$350 million 7.15% notes due 2005.

Toledo, Ohio-based Owens-Illinois' total debt was $6.6 billion at
September 30, 2004.

"The ratings on Owens-Illinois and related entities reflect
aggressive financial profile, subpar credit measures, and
meaningful concerns regarding its asbestos liability, partially
offset by an above-average business position and attractive
profitability," said Standard & Poor's credit analyst Liley Mehta.

Owens-Illinois' business risk profile reflects the company's
preeminent market position, which is bolstered by advanced
production technology, operating efficiency, and the relatively
recession-resistant nature of many of its glass packaging
products.  Owens-Illinois' financial results reflect exposure to
changing conditions in regional economies and the vagaries of
currency swings, but the breadth of operations tends to provide
more stability during the business cycle than that of many other
industrial companies.

Owens-Illinois is the largest manufacturer of glass containers in
North America, South America, Australia, and New Zealand, and the
largest in Europe, following the debt-financed acquisition of BSN
Glasspack S.A., completed in June 2004 for about $1.3 billion. The
BSN acquisition strengthens Owens-Illinois' global glass container
franchise and complements its geographic footprint in Europe with
minimal overlap.  Expected synergies related to integration of the
BSN acquisition (E60 million over three years) appear achievable
and relate to SG&A cost reduction, purchasing, plant
rationalization, and improved operating efficiencies.


PARADISE MUSIC: Inks Letter of Intent to Acquire ETL of New York
----------------------------------------------------------------
Paradise Music & Entertainment, Inc., (OTC: PDSE) signed a Letter
of Intent to acquire Environmental Testing Labs, Inc., of
Farmingdale, New York.

In 2003, ETL's revenue was $3,800,000 with a loss of $260,000.
The seller, The Tyree Organization, has agreed to contract to
purchase the environmental testing services of ETL, post
transaction, at a price that management expects to deliver 10% net
profit before tax.  This agreement, coupled with the PDSE
management's restructuring experience, is expected to deliver a
positive result for Paradise's shareholders.

The transaction is structured as an asset purchase at a value of
$2,800,000.  PDSE plans to purchase all of the assets of ETL in
exchange for a combination of a note and Preferred Stock as well
as the assumption of certain liabilities.  The Preferred Stock
will be the equivalent of 2,800,000 shares of common stock and
will be used to secure the note and provide for the note's payoff
at certain levels of the PDSE common stock.  The transaction is
subject to completion of due diligence and definitive
documentation.

The company has been working on this acquisition for many months
and is confident it will take Paradise in a new direction.  CEO
Kelly Hickel was pleased with the slow but steady progress of the
new direction.  Mr. Hickel offered, "It has taken a lot of time
and effort on the part of our staff and professionals to bring
forward the financial reports and to structure this transaction.
We are grateful that our professionals and lenders continue to
believe in Paradise's new corporate mission.  We expect this to be
a very positive step forward."

Paradise Music & Entertainment, a music, film, and digital
entertainment company, generates most of its revenue by producing
TV commercials, music videos, and original music scores and ad
themes, as well as by managing music artists.  The company also
creates and delivers Web content for online and digital customers.
The company has closed advertising subsidiaries Straw Dogs and
Shelter Films, which contributed about 70% of revenue.

                         *     *     *

                      Going Concern Doubt

In its Form 10-K for the year ended December 31, 2003, filed with
the Securities and Exchange Commission, Paradise Music reported:

"For the years ended December 31, 2003, and December 31, 2002, the
Company had net losses of $97,202 and $1,844,000, respectively.
The Company's strategy is to focus on festivals and events in a
global branding strategy, and while there has been some progress
made on the implementation of this relatively new strategy, the
strategy is still in its infancy and the Company has generated
limited revenues from it.  The Company presently has limited
credit facilities and is in default on several loan instruments,
some additional financing has been obtained subsequent to year-end
2003.  All of these factors raise substantial doubt about our
ability to continue as a going concern."


PATIENT INFOSYSTEMS: Deloitte & Touche Raises Going Concern Doubt
-----------------------------------------------------------------
On December 31, 2003, Patient Infosystems Canada Inc. acquired
substantially all the assets and liabilities of American
Caresource Corporation for a total purchase price of $5,754,866.
The Company recorded the American Caresource Corporation
acquisition using the purchase method of accounting and therefore,
the operations of ACS are included in the Company's financial
statements only since the date of the  acquisition.

On September 22, 2004, the Company acquired all the outstanding
equity of CBCA Care Management,  Inc. for a total purchase price
of $7,235,000 which included:

   (1) $7,100,000 in cash, and
   (2) estimated direct expenses of $135,000.

The Company recorded the CBCA Care Management, Inc., acquisition
using the purchase method of accounting.

The Company's unaudited consolidated financial statements have
been prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business.  The Company incurred a net loss for
the nine-month period ended September 30, 2004 of $2,140,688 and
had a working capital deficit of $1,339,527 at September 30, 2004.
These factors, among others, may indicate that the Company  will
be unable to continue as a going concern for a reasonable period
of time.

The Company's ability to continue as a going concern is dependant
upon its ability to generate sufficient cash flow to meet its
obligations, Deloitte & Touche LLP, opines.  Management is
currently assessing the Company's operating structure for the
purpose of reducing ongoing expenses, increasing sources of
revenue and is negotiating the terms of additional debt or equity
financing.

The September 30, 2004, working capital deficit of $1,339,527
reflects improvement over the deficit of $2,808,649 at
December 31, 2003.  Through September 30, 2004, these amounts
reflect the effects of the Company's continuing losses and
borrowings as well as the recent borrowing necessary to complete
the acquisition of CBCA Care Management, partially offset by its
recent sale of capital stock.  Since its inception, the Company
has primarily funded its operations, working capital needs and
capital expenditures from the sale of equity securities or the
incurrence of debt.

The Company has expended significant amounts to expand its
operational capabilities, including increasing its administrative
and technical costs.  While Patient Infosystems has both curtailed
its spending levels and increased its revenue, to the extent that
ACS' revenues do not increase substantially, the Company's losses
will continue and its available capital will diminish further.
The Company's operations are currently being funded by borrowings
and the sale of equity securities.  There can be no assurances
given that the Company can raise either the required working
capital through the sale of its securities or that Patient
Infosystems can borrow the additional amounts needed.  In such
instance, if Patient Infosystems is unable to identify additional
sources of capital, it will likely be forced to curtail or cease
operations.  As a result, the Independent Auditors' Report on
Patient Infosystems' consolidated financial statements for the
year ended December 31, 2003 includes an emphasis paragraph
indicating that Patient Infosystems' recurring losses from
operations raise substantial doubt about Patient Infosystems'
ability to continue as a going concern.


PAYLESS SHOESOURCE: Posts $2.2 Million Net Loss in 3rd Quarter
--------------------------------------------------------------
Payless ShoeSource, Inc., (NYSE: PSS) reported that for the third
quarter of fiscal 2004, which ended October 30, 2004, net earnings
were $6.6 million.  The results include a restructuring charge of
$7.3 million relating to the company's previously announced
strategic initiatives.  After income taxes and minority interest,
the charge was $4.5 million.  During the third quarter of fiscal
2003, the company recorded a net loss of $2.2 million.

During the first nine months of fiscal 2004, net earnings were
$24.0 million and diluted earnings per share were $0.35.  This
includes restructuring charges totaling $44.0 million taken during
the second and third quarters of 2004, related to the strategic
initiatives. During the first nine months of fiscal 2003, net
earnings were $17.1 million and diluted earnings per share were
$0.25.

Company sales for the third quarter 2004 totaled $687.3 million, a
3.1 percent decrease from $709.7 million during the third quarter
2003.  Same-store sales decreased 3.1 percent during the third
quarter 2004.  In total, unit sales decreased by 10 percent and
average unit retail increased by 8 percent during the third
quarter 2004, compared with the same period last year.  For
footwear, unit sales decreased by 12 percent and average unit
retail increased by 10 percent relative to last year.  In the
first nine months of 2004, company sales totaled $2.14 billion,
compared with $2.14 billion in the first nine months of 2003.
Also during the first nine months of 2004, same-store sales
decreased 0.4 percent.

Gross margin was 29.4 percent of sales in the third quarter 2004
versus 26.7 percent in the third quarter 2003.  The improvement
resulted primarily from fewer markdowns as well as more favorable
initial mark-ups relative to the same period last year.  During
the first nine months of 2004, gross margin was 30.3 percent of
sales versus 27.7 percent in the first nine months of 2003.

Selling, general and administrative expenses were 26.6 percent of
sales in the third quarter 2004 versus 26.8 percent in the third
quarter 2003.  The improvement resulted primarily from lower
advertising expense and lower payroll costs, partially offset by
greater expense for professional services.  Advertising expense
decreased in August and September and increased in October,
relative to last year.  The company expects advertising expense
for the second half of the year to be level with 2003.  During the
first nine months of 2004, selling, general and administrative
expenses were 26.8 percent of sales versus 26.1 percent in the
first nine months of 2003.

The effective income tax rate of 28.4 percent for the quarter
includes an adjustment to reflect an effective tax rate of
25.3 percent for the first nine months of the year.  The company
anticipates a tax benefit at the rate of 25.3 percent for the
fiscal year 2004.

                     Strategic Initiatives

During the third quarter, Payless announced a series of strategic
initiatives as part of a plan designed to sharpen the company's
focus on its core business strategy, reduce expenses, accelerate
decision-making, increase profitability, improve operating margin
and build value for shareowners over the long-term.  The strategic
initiatives include:

   -- exiting all 181 Parade stores, and related operations;

   -- exiting all 32 Payless ShoeSource stores in Peru and Chile,
      and related operations;

   -- the closing of approximately 260 Payless ShoeSource stores,
      in addition to the approximately 230 stores that had
      originally been scheduled for closing or relocation as a
      part of the normal course of business in fiscal 2004;

   -- the reduction of wholesale businesses that provide no
      significant growth opportunity, and;

   -- a comprehensive review of our expense structure and
      appropriate reductions to improve profitability.


In fiscal 2003, the operations relating to the strategic
initiatives had combined sales of approximately $210 million and
operating losses of approximately $29 million.

Pursuant to the strategic initiatives, during the third quarter
the company:

   -- eliminated approximately 200 management and administrative
      positions;

   -- closed 65 stores; and,

   -- began to liquidate the inventory in approximately 190
      Payless ShoeSource stores and in all Parade stores.

The company expects to complete all of the strategic initiatives
by the end of fiscal 2004.  The company estimates that the total
costs relating to the strategic initiatives could be in the range
of $77 million to $90 million.  This estimate includes:

   -- The non-cash charge of $36.7, incurred in the second
      quarter;

   -- $7.3 million of expenses incurred in the third quarter; and,

   -- Estimated remaining expenses of $33 million to $46 million
      expected in the fourth quarter 2004.

                       Chairman's Comments

"Payless ShoeSource is committed to serving the interests of our
shareowners by building long-term shareowner value through
consistent execution of our core business strategy: to be the
Merchandise Authority in value-priced footwear and accessories
through merchandise that is Right, Distinctive and Targeted for
our customers," said Steven Douglass, Chairman and Chief Executive
Officer of Payless ShoeSource, Inc.,  "We intend to complete all
of our strategic initiatives by fiscal year-end 2004.  We also
intend to end the year with our inventory assortment appropriately
positioned for Spring 2005.

"To improve the near-term execution of our strategy, we have
adjusted certain key tactics, including:

   -- increasing the frequency of communication with customers
      through print and broadcast media; as a result, advertising
      expenses for the second half of 2004 are expected to be
      similar to the second half 2003 level;

   -- simplifying our process for planning and execution of
      merchandise assortments; and

   -- adjusting our store-level execution to combine customer
      service, through use of our Key Service Behaviors, with the
      tasks necessary to run a best-of-kind retail store."

                          Balance Sheet

The company ended the third quarter 2004 with a cash balance of
$226.1 million, an increase of $85.3 million over the third
quarter 2003.

Total inventories at the end of the third quarter 2004 were
$375.9 million compared to $410.7 million at the end of the third
quarter 2003.  Inventory per store decreased by 8.0 percent.

There were no borrowings on the company's Revolving Credit
Facility outstanding as of the end of the third quarter 2004.

               Store Count and Capital Expenditures

In the third quarter 2004, the company opened 78 new stores and
closed 128, for a net decrease of 50 stores.  The total store
count at the end of the third quarter 2004 was 5,022, including
148 stores in the company's Central American region, 63 stores in
South America and 304 stores in Canada.

The company began fiscal 2004 with 5,042 stores, and expects to
end the year with approximately 4,640 stores.

Payless ShoeSource is scheduled to open its first test store in
Japan on November 19, 2004.  The company has curtailed any other
expansion into new international markets to focus on its core
business.

Total capital expenditures were $26.9 million in the third quarter
2004, and $77.9 million for the first nine months of the year.

                          2004 Outlook

For the remainder of fiscal 2004, the company intends to continue
to position itself for improved performance in 2005 and beyond.
The company intends to complete all of its strategic initiatives
by the end of fiscal 2004, and to end the year with its inventory
appropriately positioned for Spring 2005.  Consistent with this
objective, the company expects:

   -- the promotional level is likely to increase compared with
      the third quarter.

   -- the company intends to increase the frequency of
      communication with customers through print and broadcast
      media. For the second half of the year, advertising expense
      should be similar to the second half of last year.

   -- the company will continue to carefully manage inventory
      receipt flow to assure proper inventory composition at
      fiscal year-end.

Key components of cash flow for fiscal year 2004 are expected to
include:

   -- depreciation and amortization of approximately $100 million;

   -- capital expenditures of $110 million dollars, net of the
      contribution from the Company's joint venture partners; and,

   -- working capital should be a source of cash for the year as
      inventory levels are expected to be below 2003 levels,
      reflective of the reduced store count at year end.

                       About the Company

Payless ShoeSource, Inc., is the largest specialty family footwear
retailer in the Western Hemisphere.  As of the end of the third
quarter 2004, the Company operated a total of 5,022 stores
offering quality family footwear and accessories at affordable
prices.  In addition, customers can buy shoes over the Internet
through Payless.com(R), at http://www.payless.com/

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 6, 2004,
Standard & Poor's Ratings Services lowered its ratings on Topeka,
Kansas-based specialty footwear retailer Payless ShoeSource Inc.
The corporate credit rating was lowered to 'BB-' from 'BB'.  All
ratings were removed from CreditWatch, where they were placed with
negative implications on March 2, 2004.  The outlook is negative.

"The downgrade reflects a continuation of weak operating trends,
resulting in subpar credit protection measures, and our
expectation that Payless will remain challenged to achieve a
sustainable improvement in operating performance due to increased
competition," said Standard & Poor's credit analyst Ana Lai.  "The
ratings reflect Payless' participation in the highly competitive
footwear retailing industry, inconsistent sales performance, and
thin credit protection measures.  These risks are partly offset by
the company's good market position, significant economies of scale
in sourcing and distribution, and adequate financial flexibility."


PEGASUS SATELLITE: Wants to Hire Great American as Consultant
-------------------------------------------------------------
As a result of the Global Settlement and the sale of the Pegasus
Satellite Communications, Inc., and its debtor-affiliates' Direct
Broadcast Satellite business to DIRECTV, Inc., the Debtors have no
commercial need for and no desire to retain certain assets.  The
Assets include furniture, fixtures, machinery, computer equipment,
racking, rolling stock, equipment and office furniture owned by
Pegasus Satellite Television, Inc., in its facilities at:

    -- 123 Felton Street, in Marlborough, Massachusetts,
    -- 15529 College Boulevard, in Lenexa, Kansas, and
    -- 1951 Bishop Lane, in Louisville, Kentucky.

The assets also include miscellaneous vehicles and trailers
located at various locations in the United States as well as
Pegasus Satellite's trade show exhibit in Las Vegas, Nevada.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, in
Portland, Maine, tells Judge Haines that the Facilities at which
the Assets are currently located will no longer be used or
occupied by the Debtors.  Given that the Debtors no longer have an
ongoing DBS business, the Assets are no longer useful in their
ongoing operations.

To assist the Debtors in selling the Assets and obtaining the
highest possible price, the Debtors sought and obtained the
United States Bankruptcy Court for the District of Maine's
authority to employ Garcel, Inc., doing business as the
Great American Group, pursuant to a Consulting Agreement dated
November 5, 2004.

The Consulting Agreement provides that Great American will be
hired as an independent agent and consultant to conduct a sale or
sales of the Assets, which may include:

    (a) one or more public or private liquidation sales of the
        Assets at any of the Facilities;

    (b) a sale of substantially all of the Assets or an on-site
        auction of the Assets at any of the Facilities;

    (c) a sale of substantially all of the Assets at any of the
        Facilities via the Internet;

    (d) one or more public or private sales of those Assets not
        located at the Facilities; or

    (e) any combination.

Great American will conduct the Auctions at:

                                  Removal of        Removal of
Facility     Auction Date    computer equipment    all Assets
--------     ------------    ------------------   -------------
Louisville   no later than        between         no later than
Facility     Nov. 11, 2004    Nov. 15-30, 2004    Nov. 30, 2004

Lenexa       no later than        between         no later than
Facility     Nov. 16, 2004    Nov. 19-30, 2004    Nov. 30, 2004

Marlborough  no later than        between         no later than
Facility     Nov. 20, 2004    Dec. 10-21, 2004    Dec. 21, 2004

Great American paid Pegasus Satellite $700,000, in immediately
available funds, in respect of the Assets.  In connection with the
Auctions, Great American advanced all Sale Expenses deemed
reasonably necessary in consultation with Pegasus Satellite.  Upon
conclusion of the Auctions, the net proceeds obtained from the
Auctions, if any, will be applied and paid out until the entire
balance has been exhausted:

    (a) Auction proceeds up to $700,000 will be paid to Great
        American to reimburse it for the Guaranteed Amount;

    (b) the next $135,000 of Auction Proceeds, if any, will be
        paid to Great American for reimbursement of the Sale
        Expenses but only to the extent the Sale Expenses are
        actually incurred by Great American; and

    (c) any Auction Proceeds in excess of $835,000 will be split
        with 85% going to Pegasus Satellite and 15% going to
        Great American.

The Debtors will sell certain of the Assets to Pegasus
Communications Corporation.  The PCC assets include certain
desktop and laptop computers, software servers, printers, and
other computer related assets.  PCC will pay $125,000 for the PCC
Assets, which the Debtors believe to be the fair marker value.

Due to the unique nature of the services to be performed by Great
American, and that its compensation will be directly tied to the
success of the Auctions, any proceeds of the Auctions that are
payable to Great American will be treated as administrative
expenses of the Debtors' Chapter 11 estates and be paid by the
Debtors in the ordinary course of business.

The Consulting Agreement also provides that Great American will:

    (a) provide all personnel and qualified supervisors necessary
        to conduct and supervise the Auctions, prepare the Assets
        for sale, and dispose of all unsold Assets at its expense;

    (b) implement appropriate advertising to maximize the proceeds
        obtained for the Assets;

    (c) to the extent requested by Pegasus Satellite, provide a
        report and reasonable documentation setting forth the fair
        market value of the PCC Assets to assist Pegasus Satellite
        and Pegasus Communications Corporation in establishing a
        fair purchase price for the PCC Assets;

    (d) offer for sale at a fair market value up to 12 Dell D600
        laptop computers and 12 Treo 300 cell phones, currently
        owned by Pegasus Satellite, to certain employees of the
        Debtors, with any of those sales being exempt from the
        payment of a 10% Buyer's Premium;

    (e) Great American will be entitled to charge and retain its
        standard 10% Buyer's Premium to all purchasers of Assets
        at the Auction, unless the purchasers are PCC or
        Designated Employees, in which case Great American will
        not charge a Buyer's Premium; and

    (f) Great American will sell the Assets to all purchasers in
        "as is, where is, with all faults" condition, and all
        sales will be final sales without further Court order.

Mr. Keach relates that Great American will be conducting a
comprehensive marketing campaign to attract as many bidders a
possible and to ensure maximum exposure for the Assets.  The
marketing efforts will encompass several media and advertising
channels, including about 50,000 pieces of direct mail,
advertisements in local, regional, national newspapers and
national and international trade listings, Internet advertising,
direct facsimile notices and telephone solicitations.  Great
American expects to use its expertise to "package" or "bundle"
certain of the Assets, once again with an eye towards maximizing
recoveries for the Debtors' creditors.

Various parties may assert liens and security interest in certain
of the Debtors' personal property.  To secure ready bidders at the
Auctions and maximize recoveries for those creditors, the Debtors
ask that the transfer of the Assets to Great American or to other
purchasers be a legal, valid, and effective transfer of the
Assets, and will vest the purchaser with good title to the
purchased Asset free and clear of liens.

Mr. Keach assured Judge Haines that the Consulting Agreement was
negotiated, proposed and entered into by the parties without
collusion, in good faith and from arm's-length bargaining
positions.

Mark P. Naughton, Vice President and General Counsel of Great
American, adds that the firm holds no adverse interest to the
Debtors or any party-in-interest and is a "disinterested person"
as defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Me. Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities.  (Pegasus Bankruptcy News, Issue
No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PICO INVESTMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Pico Investment Group, LLC
        5521 East Speedway
        Tucson, Arizona 85712

Bankruptcy Case No.: 04-05869

Chapter 11 Petition Date: November 19, 2004

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Matthew R.K. Waterman, Esq.
                  Waterman & Waterman, PC
                  33 North Stone Avenue, #2020
                  Tucson, AZ 85701
                  Tel: 520-382-5000
                  Fax: 520-629-9500

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


PIERPOINTE INN: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pierpointe Inn LLC
        181 North Ocean Avenue
        Cayucos, California 93430

Bankruptcy Case No.: 04-12901

Type of Business: The Debtor operates a hotel.

Chapter 11 Petition Date: November 19, 2004

Court: Central District of California (Northern Division)

Judge: Robin Riblett

Debtor's Counsel: Stephen F. Biegenzahn, Esq.
                  Albert, Weiland & Golden, LLP
                  650 Town Center Drive, Suite 950
                  Costa Mesa, CA 92626
                  Tel: 714-966-1000

Total Assets: $3,121,234

Total Debts:  $4,957,515

Debtor's 3 Largest Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
Ray Allen                     Loans                      $76,583
27642 Esla
Mission Viejo, CA 92691

Ben's Electric                Trade debt                 $19,343
1310 Randell
Cambria, CA 93428

Western State Design          Trade debt                  $2,938


PILLOWTEX CORP: Wants Court Nod on Kannapolis Property Sale
-----------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates, the Official
Committee of Unsecured Creditors, and Manchester Real Estate &
Construction, LLC, are parties to an asset sale pursuant to a
letter of intent signed on October 23, 2004.  The Letter of Intent
contemplates the sale of a 264-acre property located in One Lake
Circle Drive, in Kannapolis, North Carolina.  The Kannapolis
Property includes:

   (a) 20 warehouse buildings and mills, totaling 5,800,000
       square feet located on 145 acres; and

   (b) a waste water treatment facility located on the remaining
       119 acres.

Gilbert R. Saydah, Esq., at Morris, Nichols, Arsht & Tunnell, in
Wilmington, Delaware, relates that on November 15, 2004, the
parties entered into a Real Estate Purchase Contract after arm's-
length negotiations.  Manchester's designee, Alpha Kannapolis,
LLC, a Delaware limited liability company, will purchase the
Kannapolis Property pursuant to the Contract.  Alpha Kannapolis
has deposited with Hahn & Hensen, LLP, as escrow agent, a
$500,000 initial deposit to be held in escrow in accordance with
the terms of a certain escrow agreement under the Contract.

                       Real Estate Contract

On the closing date of the Asset Sale, Fieldcrest Cannon, Inc.,
will sell the Kannapolis Property and certain fixtures and
remaining personal property to Alpha Kannapolis in exchange for a
purchase price of:

     * $3,000,000 in cash; and
     * a promissory note for $1,500,000.

In addition, the Real Estate Contract provides that, on the
Closing Date, the Debtors will assume the unexpired leases
relating to the Kannapolis Property and assign the Leases to
Alpha Kannapolis.

Commencing on the Closing Date until the effective date of
Pillowtex's reorganization plan, Manchester will pay to
Fieldcrest or, if applicable, Reorganized Pillowtex, the
principal and accrued but unpaid interest on the Note through the
issuance of a 33.3% membership interest in Alpha Kannapolis.

In the event that, among other things (a) Pillowtex does not
emerge from Chapter 11 as a reorganized entity pursuant to a Plan
by December 31, 2005 -- if a Plan has not been filed by that date
-- or June 30, 2006 -- if a Plan was filed before December 31,
2005, or (b) an order is entered converting Fieldcrest's or
Pillowtex's Chapter 11 cases to cases under Chapter 7 of the
Bankruptcy Code, then:

   -- if the Issuance Date has occurred, Fieldcrest or
      Reorganized Pillowtex will surrender 23.3% of its
      membership interest in Alpha Kannapolis to Manchester as
      liquidated damages and, for a period of 180 days after the
      surrender, Fieldcrest or Reorganized Pillowtex will have
      the right to put its remaining membership interest to
      Manchester for a $333,000 cash payment; and

   -- if the Issuance Date has not occurred, Fieldcrest or
      Reorganized Pillowtex will surrender the Note to
      Manchester as liquidated damages in exchange for, at the
      option of Fieldcrest or Reorganized Pillowtex, either:

         (i) a $333,000 cash payment; or

        (ii) a 10% membership interest in Alpha Kannapolis.

On the Closing Date, Fieldcrest will deliver the Kannapolis
Property to Alpha Kannapolis in materially the same condition as
existed on the date of the Real Estate Contract execution,
ordinary wear and tear excepted, with these exceptions:

   (1) GGST, LLC, may have rights to substantially all of the
       furniture, furnishings, fixtures, equipment, inventory,
       and other tangible personal property located at the
       Kannapolis Property.  GGST will also have access to the
       Kannapolis Property post-Closing pursuant to a certain
       Access Agreement;

   (2) the Debtors will have the right, for a period of 180 days
       after GGST vacates the Kannapolis Property, to sell
       certain of the Tangible Personal Properties; and

   (3) the Debtors' personnel may continue to have access to the
       Kannapolis Property for up to 180 days after GGST vacates
       it.

The Transactions are not subject to any financing contingency.

The Closing will occur on the first business day after the
Court's final and non-appealable order approving the Sale, but in
no event earlier than January 5, 2005, unless the parties agree
otherwise, or in the event:

   (a) Alpha Kannapolis is the successful bidder at an auction
       for the Kannapolis Property pursuant to the approved
       bidding procedures; or

   (b) the Debtors do not receive any qualified competing bids
       for the Kannapolis Property, and the Real Estate Contract
       is deemed by the Debtors to be the successful bid pursuant
       to the Bidding Procedures.

The Debtors anticipate that the Court approve the Sale by
December 17, 2004.

The Real Estate Contract requires Manchester, among things, to
make a $1,000,000 loan to Alpha Kannapolis for predevelopment
costs to retain certain professionals to complete a comprehensive
feasibility study for the Kannapolis Property development.

Furthermore, the Real Estate Contract provides that, after the
Closing and through the Note Issuance Date, Alpha Kannapolis will
not -- and Manchester will not permit Alpha Kannapolis to --
among other things:

   (a) sell, lease, or otherwise dispose of all or any portion
       representing 50% or more of the Kannapolis Property lot
       area;

   (b) permit any mortgages or deeds of trust to be placed
       against any part of the Kannapolis Property in connection
       with indebtedness in excess of $10,000,000;

   (c) convert Alpha Kannapolis to a corporation for United
       States income tax purposes;

   (d) borrow, guarantee, or refinance any indebtedness in excess
       of $10,000,000;

   (e) merge or consolidate, or enter into or participate in any
       joint ventures, partnerships or similar arrangements, with
       any third-party; or

   (f) dissolve, wind up or liquidate, or file any petition in
       bankruptcy.

Alpha Kannapolis will acknowledge that the easements, access
rights and other rights granted to the City of Kannapolis
pursuant to a Stipulation and Order Authorizing the Debtors to
Reject an Executory Contract and Approving an Agreement Defining
Certain Rights and Obligations of the Debtors and the City of
Kannapolis will continue in effect in accordance with its terms
after the Closing.

The Kannapolis Property is being sold to Alpha Kannapolis by
special warranty deed and in "as is" condition without any
representations and warranties to the Debtors other than as set
forth in the Real Estate Contract.

A full-text copy of the Real Estate Contract is available for
free at:

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

                         Access Agreement

Before the Closing, GGST, Alpha Kannapolis and Fieldcrest will
execute an access agreement which will require Fieldcrest, as
consideration for the continued use by the Debtors' personnel of
the Kannapolis Property, to continue to perform maintenance of
the Kannapolis Property in accordance with the terms and
conditions of the GGST Agreement until the earlier of:

   (a) January 29, 2005, subject to GGST's right to extend the
       date for up to six months; and

   (b) 45 days after GGST's delivery to Alpha Kannapolis and
       Fieldcrest of a notice that GGST no longer desires to have
       access rights with respect to the Kannapolis Property.

Additionally, as consideration for the use of the Kannapolis
Property to store and dispose of certain of the equipment, GGST
will continue to be responsible for and to reimburse the Debtors
for costs actually incurred and paid by the Debtors with respect
to the maintenance obligations for the Kannapolis Property.
Alpha Kannapolis will indemnify and hold the Debtors harmless
from any claims, damages, or other losses resulting from GGST's
failure to reimburse the Debtors for the costs.

             Business Advisory and Funding Agreement

The Real Estate Contract provides that, at the Closing, Pillowtex
and Manchester will execute a business advisory & funding
agreement, whereby Manchester will:

   (a) provide business advisory services to Pillowtex in
       connection with certain business opportunities Pillowtex
       intends to pursue;

   (b) source Pillowtex with those business opportunities; and

   (c) fund 50% -- up to $500,000 of reimbursement -- of certain
       reorganization, tax return and advisory expenses
       associated with those business opportunities.

The Plan will provide for the assumption of the Business Advisory
& Funding Agreement.

                     Joint Venture Agreement

The Real Estate Contract provides that, on the Note Issuance
Date, affiliates of Manchester and Pillowtex will execute a joint
venture agreement.

The sole purpose of Alpha Kannapolis is to develop the Kannapolis
Property.  Pursuant to the Joint Venture Agreement, Alpha
Kannapolis will have a three-member management committee charged
with its day-to-day operations.  The Manchester Member has the
right to appoint two members of the committee and the Pillowtex
Member has the right to appoint one member of the committee.

The Manchester Member and the Pillowtex Member must consent to
certain actions of Alpha Kannapolis.

If a dispute arises with respect to a proposed action requiring
the consent of both Members, and either Member delivers a written
notice to the other seeking to resolve the dispute pursuant to
the Joint Venture Agreement, then:

   (a) if the Dispute Resolution Notice is delivered before the
       second anniversary of the date of the Joint Venture
       Agreement, the dispute will be submitted to binding
       arbitration; and

   (b) if the Dispute Resolution Notice is delivered after the
       second anniversary, the Pillowtex Member may put its
       interest in Alpha Kannapolis to the Manchester Member and
       the Manchester Member may call the Pillowtex Member's
       interest in Alpha Kannapolis, in each case, for 100% of
       the fair market value of the interest as of the date on
       which the put right or call right is exercised.

The Manchester Member will manage the development of the
Kannapolis Property and assist the management committee of Alpha
Kannapolis in the performance of its duties.  In exchange for the
services, the Manchester Member will be entitled to receive:

     * an annual management fee equal to the greater of $200,00
       and 3% of the gross cash receipts of Alpha Kannapolis --
       exclusive of certain cash proceeds; and

     * an annual $300,000 administrative fee.

In the calendar year beginning on the Joint Venture Agreement's
fifth anniversary, the Manchester Member has the right to call
the Pillowtex Member's interest in Alpha Kannapolis for the
greater of:

   (a) the fair market value of the Interest as of the Call Right
       exercise date; and

   (b) $1,500,000.

In the calendar year beginning on the Joint Venture Agreement's
fourth anniversary, the Pillowtex Member has the right to put its
Interest to the Manchester Member for an amount equal to 90% of
the Interest's fair market value as of the Put Right exercise
date.

The Plan will provide for the assumption of the Joint Venture
Agreement.

                          Brokers' Fees

Upon the Closing, Hilco Real Estate, LLC, as the Debtors'
consultant with respect to the sale of their real properties,
will be entitled to a $90,000 fee payment.  Trenwith Securities,
LLC, as the investment banker for the Debtors and the Creditors
Committee in connection with the real properties sale, will be
entitled to a $200,000 fee payment.

The Debtors seek the Court's authority to:

   (a) sell the Kannapolis Property to Alpha Kannapolis, or to a
       successful bidder at the Auction, according to the terms
       of the Real Estate Contract or a similar agreement with
       the Successful Bidder;

   (b) sell the Kannapolis Property to Alpha Kannapolis or the
       Successful Bidder, free and clear of all liens, claims,
       encumbrances, and interests other than those permitted
       under the Real Estate Contract or the Successful Bidder
       Agreements;

   (c) consummate all contemplated transactions under the Real
       Estate Contract or the Successful Bidder Agreements;

   (c) assume and assign to Alpha Kannapolis -- or the Successful
       Bidder, as the case may be -- effective on the Closing,
       the Leases free and clear of all Interests; and

   (d) execute and deliver to Alpha Kannapolis the documents or
       other instruments as may be necessary to assign and
       transfer the Leases.

The Debtors also seek permission to cure any monetary defaults
that have arisen or accrued under the Leases before the Closing.

The Debtors further ask Judge Walsh to exempt the sale from
transfer taxes.

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


RCN CORP: Court Approves Exit Facility Increase by $20 Million
--------------------------------------------------------------
RCN Telecom Services of Washington, D.C., Inc., a wholly owned,
non-Debtor affiliate of RCN Corporation, holds a 50% interest in
Starpower Communications, LLC.  Starpower is a joint venture that
sells video and telecommunications services to commercial and
residential customers in the Maryland, Virginia, and Washington,
D.C. metropolitan markets.  Pepco Communications, LLC, holds the
remaining 50% joint venture interest in Starpower.

On July 28, 2004, Pepco advised RCN-DC that Pepco received an
offer to sell its Starpower Interest for $29 million.  The
Starpower joint venture agreement provides a right of first
refusal in favor of RCN-DC with respect to any proposed sale by
Pepco, entitling RCN-DC to purchase the Starpower Interest for
the amount offered to Pepco.

Because of the significant benefits and value that will accrue to
the Debtors upon 100% acquisition of Starpower, on October 15,
2004, RCN-DC elected to exercise its right of first refusal and
agreed to purchase the Starpower Interest for $29 million.  The
parties have agreed that RCN-DC will endeavor to close the
transaction as promptly as reasonably practicable under the
circumstances, but in no event later than December 31, 2004.

To complete the Starpower Acquisition, RCN-DC needed to finance
$20 million of the Purchase Price.  The Debtors concluded that
financing the Starpower Acquisition through a $20 million
increase to the Term Loan Facility contemplated by the Exit
Financing Commitments from Deutsche Bank AG Cayman Islands Branch
and Deutsche Bank Securities, Inc., represented the Debtors' best
financing option for the Starpower Acquisition.

The United States Bankruptcy Court for the Southern District of
New York granted the Debtors' request:

   (a) approving the proposed amendments to:

       -- the Commitment Letter,
       -- the Fee Letter, and
       -- the Engagement Letter;

   (b) authorizing the payment of fees and expenses payable under
       each of the amended Commitment Letter and Fee Letter; and

   (c) granting the payments priority as administrative expense
       claims under Sections 503(b)(1) and 507(a)(1) of the
       Bankruptcy Code.  The Debtors' obligation to pay the fees
       in the amended Commitment Letter will constitute
       superpriority obligations pursuant to Section 364(c)(1).

                       Proposed Amendments

Deutsche Bank initially agreed to provide New Senior Exit
Financing for $460 million.  The New Senior Exit Financing
consists of the New First-Lien Financing and the New Second-Lien
Financing.  The New First-Lien Financing, in turn, consists of:

   -- a $285 million Term Loan Facility, and
   -- a $25 million Letter of Credit Facility.

The Amendment will not affect the New Second-Lien Financing and
the New L/C Facility, but will increase the amount of the New
Term Loan Facility by $20 million to $305 million.  The amended
New Term Loan Facility will continue to be subject to the terms
and conditions described in the Exit Financing Commitments.

If the Starpower Acquisition is consummated, both the 2.25%
Facility Fee and the 0.5% Commitment Fee that currently apply to
the New Term Loan Facility will also apply to the $20 million
contemplated by the Financing Amendment, resulting in an
additional $550,000 fee.  If the Starpower Acquisition is not
consummated, only the 0.5% Commitment Fee will apply to the $20
million, resulting in a $100,000 fee.

The Financing Amendment will also increase by $20 million the
amount that is potentially subject to the 1% fee described in the
Commitment Letter.  The fee is applicable to funds deposited by
Deutsche Bank into escrow for the Debtors' benefit pursuant to
the Escrow Funding but ultimately returned to Deutsche Bank.  All
other fees to be paid pursuant to the Exit Financing Commitments
are otherwise unaffected by the Financing Amendment.

D. Jansing Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in New York, asserts that the failure to ratify the
Financing Amendment would impede RCN-DC's ability to consummate
the Starpower Acquisition.  Without the $20 million to be
furnished pursuant to the Financing Amendment, RCN-DC would need
to seek alternate sources of financing.  RCN Corp. and its
advisors view this prospect as difficult, expensive and much more
time-consuming than the current proposal from Deutsche Bank.

The Debtors would be forced to incur additional administrative
expenses.  Other potential lenders would require the payment of
due diligence, attorneys' and other related fees before providing
the Debtors with a commitment letter if they choose to do so.
There is no assurance that another lender will commit to a new
financing for the Starpower Acquisition on terms as favorable as
those proposed by Deutsche Bank.

The RCN Companies would miss an opportunity to add potentially
significant value to their estates if the Starpower Acquisition
is not consummated.

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: Wants to Retain Dreier LLP as General Counsel
-------------------------------------------------------------
Robotic Vision Systems, Inc., and its debtor-affiliate ask the
U.S. Bankruptcy Court for the District of New Hampshire for
permission to employ Dreier LLP, as their general bankruptcy
counsel.

Dreier LLP will:

   a. advise the Debtors regarding their powers and duties as
      debtors-in-possession in the continued operation of their
      business and management of their properties;

   b. provide assistance, advice and representation concerning
      the negotiation, formulation and ultimate confirmation of
      the Debtors' plan of reorganization;

   c. provide assistance, advice and representation concerning
      any further investigation of the Debtors' assets,
      liabilities and financial condition that may be required;

   d. represent the Debtors at hearings or matters pertaining
      to their affairs as debtors in possession;

   e. prosecute and defend any litigation matters or such
      other matters that might arise during and related to these
      chapter 11 cases, including assisting the Debtors in
      pursuing any claims held by the Debtors' estates;

   f. provide counseling and representation with respect to the
      assumption or rejection of executory contracts and leases
      and other bankruptcy-related matters arising from these
      cases;

   g. render advice and provide professional services with
      respect to the myriad general corporate and litigation
      issues relating to these cases, including, but not limited
      to, real estate, ERISA, pension plans, securities, corporate
      finance, tax and other commercial matters; and

   h. perform such other legal services as may be necessary and
      appropriate for the efficient and economical administration
      of these chapter 11 cases.

Dreier's professionals will bill the Debtor at their current
hourly rates:

               Designation                   Rate
               -----------                   ----
            Partners and Counsel          $400 - $600
            Associates                    $220 - $390
            Paralegals                    $ 75 - $125

Pat V. Costa, President of Robotic Vision, discloses that Robotic
Vision delivered a $95,000 retainer to Dreier LLP prior to
the chapter 11 filing.  Mr. Costa adds that the Firm will closely
coordinate with Robotic Vision's local counsel -- Sheehan,
Phinney, Bass + Green -- to avoid duplication of services.

Norman N. Kinel, Esq., at Dreier, assures the Court that his Firm
is "disinterested" as that term is defined in Section 101(14) of
the Bankruptcy Code.

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.


SEITEL INC: Sept. 30 Balance Sheet Upside-Down by $11.2 Million
---------------------------------------------------------------
Seitel, Inc., (OTC Bulletin Board: SELA) reported its results for
the third quarter and nine months ended September 30, 2004.
Revenue for the quarter was $27.4 million compared to
$39.2 million for the third quarter of 2003.  Revenue for the nine
months was $103.8 million compared to $101.3 million for the
nine-month period last year.

"While we are surprised that the higher commodity prices have not
yet stimulated more shelf data sales, we are confident that
exploration spending will increase in the near term," stated Rob
Monson, chief financial officer of Seitel.  "We are beginning to
see signs of this through stronger demand for new surveys which
have a longer planning cycle, and we have experienced a stronger
than normal demand for shelf data early in the fourth quarter.  We
received a US tax refund of $11.3 million in October, resulting in
a cash balance of $33.9 million as of November 18th."

"We are very pleased with the progress that has been made over the
past several quarters and we are seeing steady progress towards
accomplishing our business goals," commented Fred Zeidman,
chairman of Seitel.  "We completed our first quarter out of the
bankruptcy process, having paid all of our allowed pre-petition
claims on August 13th."

For the third quarter, the company reported a net loss of
$80.6 million, compared with a net loss of $10.9 million for the
third quarter of 2003.  Results for both periods include a number
of special items that are not necessarily indicative of the
company's core operations or future prospects, and impact the
comparability between years.  The loss for the third quarter of
2004 includes a $59.1 million non- cash amortization charge
related to the company's decision to revise its estimate of the
accounting data life from seven to four years.

"This decision to revise the accounting estimate of useful life of
our data library was based on our commitment to conservatism and
to better align us with the industry," continued Mr. Zeidman.  "We
believe we have one of the most extensive high quality seismic
data libraries, and, with over 1,000 clients, we're very well
regarded in our ability to both design and manage data surveys and
provide the seismic data clients need.  The Seitel 3D data library
is already one of the largest, and we continue to grow the library
through high quality additions."

During the quarter, the company incurred the following non-
recurring charges:

   -- the $59.1 million amortization charge described above;

   -- $6.4 million in reorganization charges, which included costs
      related to restructuring efforts and bankruptcy proceedings;
      and

   -- $2.3 million in additional interest expense due to the
      overlapping of newly issued and retiring senior notes.

Included in the net loss for the third quarter of 2003 were a
$13.4 million impairment charge and $1.7 million in reorganization
charges and various litigation costs.

For the nine months ended September 30, 2004, the company reported
a net loss of $86.4 million, compared with a net loss of
$12.2 million for the same period of the prior year.  Results for
both periods include a number of special items that are not
necessarily indicative of the company's core operations or future
prospects, and impact comparability between years.  The 2004
period includes the $59.1 amortization charge, $12.4 million in
reorganization charges, $2.3 million in overlapping interest
expense and $0.8 million of severance costs for former executives.
The 2003 period includes the $13.4 million impairment charge and
$5.1 million in reorganization costs and various litigation costs,
partially offset by $3.4 million of foreign currency re-
measurement gains related to the strengthening of the Canadian
dollar.

At September 30, 2004, Seitel's balance sheet showed a $11,218,000
stockholders' deficit, compared to a $3,722,000 of positive equity
at December 31, 2003.

                        About the Company

Seitel is a leading provider of seismic data and related
geophysical services to the oil and gas industry in North America.
Seitel's products and services are used by oil and gas companies
to assist in the exploration for and development and management of
oil and gas reserves.  Seitel has ownership in an extensive
library of proprietary onshore and offshore seismic data that it
has accumulated since 1982 and that it offers for license to a
wide range of oil and gas companies.  Seitel believes that its
library of onshore seismic data is one of the largest available
for licensing in the United States and Canada.  Seitel's seismic
data library includes both onshore and offshore three-dimensional
(3D) and two-dimensional (2D) data and offshore multi- component
data.  Seitel has ownership in over 32,000 square miles of 3D and
approximately 1.1 million linear miles of 2D seismic data
concentrated primarily in the major North American oil and gas
producing regions.  Seitel markets its seismic data to over 1,300
customers in the oil and gas industry, and it has license
arrangements with more than 1,000 customers.


SOLUTIA INC: Equity Committee Can Employ GeoSyntec as Expert
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Committee of Equity Security Holders in the
chapter 11 cases of Solutia, Inc., and its debtor-affiliates to
retain GeoSyntec Consultants, specifically Dr. Patrick Lucia, as
its environmental expert, effective as of September 28, 2004.

As reported in the Troubled Company Reporter on Oct. 15, 2004,
Craig A. Barbarosh, Esq., at Pillsbury Winthrop, LLP, in New York,
related that services of an environmental expert will enable the
Equity Committee to evaluate complex environmental issues and
liabilities, which affect the Debtors' reorganization proceedings.
The valuation of the environmental liabilities will have a
significant and material impact of the eventual recoveries and
distributions to creditors and equity holders of the Debtors'
estates.  The Equity Committee believes that an expert should be
retained to evaluate and assess information and conclusions
presented by the Debtors concerning their environmental
liabilities, as well as to independently examine, analyze and
value the environmental contamination at key sites.  Mr. Barbarosh
explains that the analysis is highly technical and specialized and
cannot typically be performed by general financial advisors like
Jefferies & Co., the financial advisors retained by the Equity
Committee in the Debtors' Chapter 11 cases.

The Equity Committee selected GeoSyntec, and specifically Dr.
Lucia, because of its expertise in determining the scope of
environmental contamination and anticipated responses, preparing
design and remedial action plans in responses to designated
environmental concerns, evaluating remedial environmental action
proposed by government agencies, clients and third parties at all
stages of the environmental clean-up process, and providing costs
analyses and estimates.

Dr. Lucia is a civil engineer with GeoSyntec, and will be the lead
representative from GeoSyntec in this matter.  GeoSyntec is a
privately owned company with offices throughout the United States,
Canada, the United Kingdom and Malaysia and is ranked among the
top engineering firms with over 450 employees at over 20 locations
in the United States.  GeoSyntec has successfully managed
environmental assignments regulated by the Comprehensive
Environmental Response, Liability, and Compensation Act and the
Resource Conservation and Recovery Act for clients in the oil, gas
and chemical industries throughout the United States.

Dr. Lucia specializes in geotechnical engineering and waste
management.  With more than 25 years of professional practice, Dr.
Lucia has directed investigation and remediation of soil, surface
water, and groundwater contamination at sites regulated under the
CERCLA and RCRA.  Over the course of these assignments, Dr. Lucia
has had extensive interaction with federal, state and local
regulatory agencies.

In addition, Dr. Lucia has extensive experience as an expert
witness regarding causes of contamination, remediation costs and
alternatives, and has provided litigation support to "potentially
responsible parties" under the CERCLA.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts. (Solutia Bankruptcy News,
Issue No. 25; Bankruptcy Creditors' Service, Inc., 215/945-7000)


STRUCTURED ASSET: Fitch Junks Three Certificate Classes
-------------------------------------------------------
Fitch Ratings affirmed 21 and downgraded four classes of
Structured Asset Securities Corp. residential mortgage-backed
certificates, as follows:

   * SASCO, mortgage pass-through certificates, series 1998-11
     Group 1

     -- Class 1-A affirmed at 'AAA';
     -- Class 1-B1 affirmed at 'AAA';
     -- Class 1-B2 affirmed at 'AA';
     -- Class 1-B3 downgraded to 'BBB-' from 'BBB';
     -- Class 1-B4 downgraded to 'CC' from 'B'.

   * SASCO, mortgage pass-through certificates, series 1998-11
     Group 2

     -- Class 2-A affirmed at 'AAA';
     -- Class 2-B1 affirmed at 'AAA';
     -- Class 2-B2 affirmed at 'AAA';
     -- Class 2-B3 affirmed at 'AA';
     -- Class 2-B4 affirmed at 'BBB+';
     -- Class 2-B5 affirmed at 'BB'.

   * SASCO, mortgage pass-through certificates, series 2001-8A

     -- Classes 1A, 2A, 3A affirmed at 'AAA';
     -- Class B1-I affirmed at 'AAA';
     -- Class B2-I affirmed at 'AAA';
     -- Class B3-I affirmed at 'A+';
     -- Class B4-I affirmed at 'BB';
     -- Class B5-I downgraded to 'CCC' from 'B'.

   * SASCO, mortgage pass-through certificates, series 2001-10A

     -- Class A affirmed at 'AAA';
     -- Class B1 affirmed at 'AAA';
     -- Class B2 affirmed at 'AA';
     -- Class B3 affirmed at 'A';
     -- Class B4 affirmed at 'BB';
     -- Class B5 downgraded to 'CC' from 'B'.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect $98,316,071 of outstanding
certificates.

The downgrades are the result of a review of the level of losses
incurred through the last distribution date (October 25, 2004) as
well as Fitch's analysis of potential future loss expectations
relative to credit support levels and affect $3,632,868 of
outstanding certificates.

SASCO 1998-11 Group 1 remittance information indicates that 7.81%
of the pool is currently over 90 days delinquent.  Class 1-B3
currently has 4.55% of credit support (originally 3%), and Class
1-B4 currently only has 0.47% (originally 2%) of credit support
remaining.

SASCO 2001-8A remittance information indicates that 7.85% of the
pool is currently over 90 days delinquent.  Class B5-I currently
has only 0.14% of credit support remaining (originally 0.15%).

SASCO 2001-10A remittance information indicates that 11.75% of the
pool is currently over 90 days delinquent.  Class B5 currently has
1.18% of credit support remaining (originally 0.35%).  Despite the
increase in credit enhancement from initial levels, Fitch expects
that this protection will be entirely depleted within several
months.


SWEETHEART CABINETMAKERS: Case Summary & 20 Unsecured Creditors
---------------------------------------------------------------
Debtor: Sweetheart Cabinetmakers Inc.
        360 A Sutton Place
        Santa Rosa, California 95407

Bankruptcy Case No.: 04-12755

Type of Business: The Debtor is a cabinet contractor.
                  See http://www.sweetheartcabinets.com/

Chapter 11 Petition Date: November 19, 2004

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael C. Fallon
                  Law Offices of Michael C. Fallon
                  100 East Street, #219
                  Santa Rosa, CA 95404
                  Tel: 707-546-6770

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bill Bishop                   Peronal Loan              $250,000
5525 Volkerts Road
Sebastopol, CA 95472

Norry Carrel                  Labor dispute              $79,933
632 Vendola Dr.
San Rafael, CA 94903

Mount Storm                   Materials                  $70,117
5700 Earhart Court
Windsor, CA 95495

Ray Snyder                    Labor dispute              $25,421

All Points Capital Corp.      Business account           $16,000

Sandy's Paint                 Business account           $14,921

Higgins Lumber Company        Business account           $12,962

18 Media Inc.                 Business account            $7,730

Decore-itive Specialites      Business account            $7,444

Citi AAdvantage Business      Credit account              $7,058

MacMurray Pacific             Business account            $5,914

Murphy, Logan, Bardwell &     Business account            $5,728
Loomis

Charles McMurray Co.          Business account            $5,002

Susan E. Goranson             Business account            $5,000

Linda Ryan                    Attorney fees               $4,883

Amex Business Finance         Credit account              $4,781

Professional Machinery Group  Business account            $4,083

Blue Shield of California     Employee health             $2,772
                              insurance

Design Italia                 Business account            $2,326

GE Capital                    Business account            $2,257


TOMMY HILFIGER: Moody's Reviewing Ba1 Ratings & May Downgrade
-------------------------------------------------------------
Moody's Investors Service placed Tommy Hilfiger U.S.A., Inc.'s Ba1
senior unsecured and issuer ratings on review for possible
downgrade, and affirms the Ba1 senior implied rating and the SGL-1
rating.  The outlook on the senior implied rating remains
negative.

The reviews reflect the increasing amount of secured indebtedness
in the form of operating leases as the company pursues its retail
strategy.  The review will focus on the extent to which the
company's senior unsecured noteholders could be effectively
subordinated and subject to a heightened expected loss in a
distressed situation.

The affirmation of the company's Ba1 senior implied rating is a
reflection of the company's good credit protection measures and
conservative financial management.  The rating also recognizes the
company's high degree of liquidity with negative net funded debt.
The negative outlook reflects the continued weakness in the U.S.
wholesale component, the higher degree of fashion risk taken on
recently, the risks related with Tommy Hilfiger's expansion of its
retail segment, and the uncertainty of the outcome of the U.S.
Attorney's investigation.

The SGL-1 rating for Tommy Hilfiger U.S.A., Inc. reflects the
company's sufficient liquidity to cover its obligations over the
next twelve months.  The sources include the free cash flow the
company is projected to generate over the twelve-month period to
end December 31, 2005 of $105 million and its cash and short-term
investments of $428.9 million as of September 30, 2004.  Capital
expenditures are expected to be $83.5 million in calendar year
2005 as the company carries out its plan to open new stores.
Moody's believes the cash flow projections cover capital
expenditures and other requirements through December 2005.

On September 24, the company received a subpoena from the U.S.
Attorney's Office for the Southern District of New York "seeking
documents related to buying office commissions".  Tommy Hilfiger
pays buying office commissions to non-U.S. subsidiaries to provide
product development, sourcing, and other services.  The
investigation apparently focuses on whether the commission rate is
appropriate.  Class action suits initiated against the company
allege that the firm shifted profits to lower tax jurisdictions to
understate its tax liability.  On November 3, Tommy Hilfiger
announced that a special board committee had been formed to
conduct a review into matters related to the Attorney's
investigation and that it was delaying the filing of its 10-Q for
the quarter ended September 30 because its accountants had advised
that their review of the financial statements could not be
completed until after the board committee had completed its
analysis.

Subsequently, the company announced that it had obtained waivers,
until March 15, 2005, for the possible defaults that could arise
under the revolving credit facility as a result of the Company's
delay in supplying financial statements.  If, by that time the
review by the special committee is not finished and the company is
still not able to file, and in the unlikely event that a further
waiver is not provided, Moody's projects that TH USA will have
sufficient cash and accumulated free cash flow to enable it, if
necessary, to post cash for the L/Cs, bonds, and notes and have
adequate remaining cash to meet its day-to-day corporate needs.

These ratings have been placed on review:

   * Senior Unsecured rating of Ba1,
   * Issuer Rating of Ba1

These ratings were affirmed:

   * Senior Implied rating of Ba1, outlook negative
   * SGL rating of SGL-1

Tommy Hilfiger U.S.A., Inc., headquartered in New York City,
designs, sources, and markets men's and women's sportswear,
jeanswear and childrenswear under Tommy Hilfiger trademarks.
Through a range of licensing agreements, the company also offers a
broader array of related apparel, accessories, footwear, fragrance
and home furnishings.  The company is a wholly owned subsidiary of
Tommy Hilfiger Corporation, headquartered in Kowloon, Hong Kong.


TOWER AUTOMOTIVE: Moody's Reviewing Ratings & May Downgrade
-----------------------------------------------------------
Moody's Investors Service placed all of the debt ratings
pertaining to Tower Automotive, Inc., and its wholly owned
subsidiary R.J. Tower Corporation on review for possible
downgrade.  Moody's additionally affirmed Tower's weak SGL-4
speculative grade liquidity rating.

These ratings were placed on review for possible downgrade:

   -- B1 rating for RJ Tower's $425 million of guaranteed first-
      lien senior secured credit facilities, consisting of:

      * $50 million revolving credit facility due May 2009;

      * $375 million term loan B due May 2009;

   -- B2 rating for RJ Tower's $155 million guaranteed second-lien
      senior secured synthetic letter of credit term loan
      facility;

   -- B3 rating for RJ Tower's $258 million of 12% guaranteed
      senior unsecured notes due June 2013;

   -- B3 rating for RJ Tower's Euro 150 million of 9.25%
      guaranteed senior unsecured notes due August 2010;

   -- Caa3 rating for Tower Automotive Capital Trust's
      $258.75 million of 6.75% guaranteed trust convertible
      preferred securities due June 2018;

   -- B2 senior implied rating for Tower; and

   -- Caa2 senior unsecured issuer rating for Tower.

Tower's $125 million of unguaranteed convertible senior unsecured
debentures at the holding company level are not rated by Moody's.

Moody's placed Tower's debt ratings on review for possible
downgrade due to the company's increasingly constrained liquidity,
insufficient cash interest coverage by operating earnings, and
rising leverage.  Tower's free cash flow generation has been
constrained by significant up-front launch costs and capital
expenditures associated with new business rollouts, restructuring
and consolidation charges, rising raw materials prices, lower
North American OEM production levels, and other factors.  Moody's
review will center upon the likelihood of whether Tower will be
successful in resolving its growing liquidity problem, as well as
upon management's updated estimates regarding the timing of the
company's return to sustainable free cash flow generation and the
support provided for these assumptions.  This will include updates
regarding the performance of Tower's extensive number of recent
launches, estimated production levels associated with major
platforms, expected new business awards, projections regarding
steel and other commodity prices, anticipated savings from
restructuring actions as well as increased centralization and
standardization, and other factors.  Moody's plans to meet with
senior management during December 2004.

For the last twelve months ended September 30, 2004, Tower's total
debt/EBITDAR leverage (including off-balance sheet obligations as
debt) rose to approximately 6.4x. EBIT coverage of cash interest
was insufficient at about 0.6x, and the company appears unlikely
to realize earlier projections of 1.0x cash interest coverage
through year-end.  During the LTM period free cash flow was
negative $142 million and capital expenditures equaled about
$227 million, or 1.6x depreciation.

The affirmation of Tower's SGL-4 speculative grade liquidity
rating reflects that the company's liquidity remains weak.
Tower's consolidated cash balance as of September 30, 2004
approximated $145 million, and the company remained fully drawn
under its senior secured credit facilities.  Given the volatility
of Tower's intraperiod cash flows and the company's $3 billion
annual revenue base, this level of cash availability appears to be
low.  In addition, Tower acknowledges that it has been stretching
trade payables by an average of up to 15 days, which has
temporarily generated about $80 million of additional cash from
operations.

While Tower generally realizes strong cash flow performance during
the fourth quarter of each year due to seasonality factors and
additionally anticipates being paid for certain tooling
reimbursables before the end of this year, the company faces
Ford's industry-wide termination of its "fast pay" accounts
receivable discounting program (due to the impact of new
accounting guidelines).  This program termination will translate
into a material $80 million incremental cash need for Tower before
year-end 2004.  This is the most significant of the company's fast
pay exposures, since Ford remains Tower's largest customer.
Similar early pay accounts receivable discounting programs
sponsored by General Motors and DaimlerChrysler which have been
providing an average of $60 million in additional liquidity for
Tower will be discontinued during 2005.

Under the existing terms of its guaranteed senior secured credit
agreement Tower has the ability to enter into an accounts
receivable securitization agreement for up $50 million.
Management has indicated the company intends to follow through
with executing such a facility before year-end.  Tower is
additionally seeking an amendment to increase the credit agreement
basket for accounts receivable securitizations up to $200 million,
which would enable the company to refinance the approximately
$140 million of OEM early pay arrangements that are being
discontinued and return trade payable turnover days to contractual
levels.  The company is in the process of making structural
changes to a proposed amendment to the senior secured credit
agreements with the goal of gaining requisite approvals by both
the first-lien and second-lien lenders to follow through with the
larger securitization program.  Ultimate success in this regard
cannot be predicted with certainty.

Tower just launched the body structures for Ford's new 500 and
Freestyle models during July 2004, which could motivate Ford to
provide some interim support to bridge the termination of its fast
pay accounts receivable program.  Tower will potentially pursue
additional off-balance sheet leases to obtain incremental
liquidity.  The company remains in compliance with all financial
covenants under the credit agreement.  The May 2004 refinancing of
certain debt agreements notably eliminated approximately
$240 million of principal amortization requirements previously
scheduled through 2006.  Tower currently has no material principal
maturities until 2009.

Tower Automotive, Inc., now headquartered in Novi, Michigan, is a
Tier 1 supplier of structural components and assemblies for
automotive manufacturers.  Annual revenues approximate
$3.0 billion.


TREY INDUSTRIES: Liquidity Issues Raise Going Concern Doubt
-----------------------------------------------------------
Trey Industries, Inc., suffered recurring losses, experiences a
deficiency of cash flow from operations, and current liabilities
exceeded current assets by approximately $2.4 million as of
September 30, 2004.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.  The
recoverability of a major portion of the recorded asset amounts
shown in the Company's condensed consolidated balance sheet is
dependent upon continued operations of the Company, which in turn,
is dependent upon the Company's ability to raise capital and
generate positive cash flows from operations.

In addition to developing new products, obtaining new customers
and increasing sales to existing customers, management plans to
achieve profitability through acquisitions of companies in the
business software and information technology consulting market
with solid revenue streams, established customer bases, and
generate positive cash flow.

Trey Industries is currently seeking additional operating income
opportunities through potential acquisitions or investments
similar to the transaction with SWK, Inc. Such acquisitions or
investments may consume cash reserves or require additional cash
or equity.  The Company's working capital and additional funding
requirements will depend upon numerous factors, including:

     (i) strategic acquisitions or investments;

    (ii) an increase to current Company personnel;

   (iii) the level of resources that the Company devotes to sales
         and marketing capabilities;

    (iv) technological advances; and

     (v) the activities of competitors.

To date, Trey has incurred substantial losses, and will require
financing for working capital to meet its operating obligations.
Management anticipates that the Company will require financing on
an ongoing basis for the foreseeable future.

Up until its acquisition of SWK, Inc. on June 2, 2004, the Company
was engaged in the design, manufacture, and marketing of
specialized telecommunication equipment.  With the acquisition of
SWK, and as part of its plan to expand into new markets, Trey will
focus on the business software and information technology
consulting market, and is looking to roll-up other companies in
this industry.  SWK Technologies, Inc., the surviving entity in
the merger and acquisition of SWK, Inc., is a New Jersey-based
information technology company, value added reseller, and master
developer of licensed accounting software.  The Company also
publishes its own proprietary supply-chain software.  The Company
sells services and products to various end users, manufacturers,
wholesalers and distributor industry clients located throughout
the United States.

The Company is publicly traded and is currently traded on the Over
The Counter Bulletin Board under the symbol "TYRIA".


UNITED AGRI: S&P Upgrades Corporate Credit Rating One Notch to B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on crop protection and agricultural products distributor
United Agri Products Inc. and parent company UAP Holding Corp. to
'B+' from 'B'.

At the same time, Standard & Poor's removed the ratings from
CreditWatch.  The outlook is stable.

At August 29, 2004, the Greeley, Colorado-based UAP had about
$493 million in debt outstanding.

"The rating action reflects the termination of UAP Holding's
proposed offering of Income Deposit Securities and the pending
$375 million IPO," said Standard & Poor's credit analyst Ronald
Neysmith.  On May 11, 2004, Standard & Poor's lowered the ratings
on United Agri pursuant to its decision to issue Income Deposit
Securities -- IDS, which Standard & Poor's views as being highly
aggressive and financially constraining.  With United Agri no
longer pursuing the issuance of IDS and maintaining its original
leverage profile under the proposed IPO, the ratings have been
raised to their previous level.

Apollo Management L.P. and its affiliates and management will
realize about $305 million from the offering. Additional proceeds
will be used to fund the remaining purchase of $16.4 million
series A redeemable preferred stock held by ConAgra Foods Inc.
(BBB+/Stable/A-2) and redeem about $21.5 million of 8.25% senior
unsecured notes.

Following the IPO, United Agri will still be highly leveraged
relative to its business profile.  Following its IPO, the company
intends to establish an annual dividend of 50 cents a share, which
would approximate a $25 million dividend.  Standard & Poor's
expects that United Agri will accumulate sufficient cash levels
during the next couple of years to reduce its reliance on its
revolving credit facility for working capital needs.


UNUMPROVIDENT CORP: Moody's Reviewing Ratings & May Downgrade
-------------------------------------------------------------
Moody's Investors Service placed the credit ratings of
UnumProvident Corporation (senior debt at Ba1) and the insurance
financial strength ratings (Baa1) of UNUM Life Insurance Company
of America and the company's other operating life insurance
subsidiaries on review for possible downgrade.

Moody's indicated that the primary driver in placing the ratings
on review was the heightened event risk associated with the issues
concerning broker compensation in the employee benefit market.
The rating agency cited concern about the complaint announced on
November 18, 2004 by the California Department of Insurance
against UnumProvident and others.  According to Moody's,
allegations raised in that complaint and the New York Attorney
General's November 12 complaint against Universal Life Resources
related to UnumProvident's practices in bidding for employee
benefits business and disclosures relating to broker commissions
could result in additional reputation damage for the company.
UnumProvident may also find itself the subject of investigations
and civil suits from the regulators as well as class action
lawsuits by plan participants and shareholders, according to the
rating agency.

Moody's said that the review will focus on the impact that issues
raised by the broker compensation allegations will have on
UnumProvident in executing its business strategy for its core U.S.
group long-term disability -- LTD -- business, specifically on
customer retention and new sales.  The rating agency said that
sales in the company's core U.S. disability lines were lower than
expected through the third quarter of 2004 and that negative
publicity associated with the broker compensation issues could
further erode the company's competitive position.  In addition,
Moody's said the review will focus on the impact of potential
fines, settlements, restitution payments, and litigation costs on
UnumProvident's earnings, liquidity, and capital base, as well as
on its ability to take dividends out of the operating companies.

During the review, the rating agency said that it will seek to
gain a greater understanding of the broker commissions as they
relate to UnumProvident and the allegations that have been raised
against the company.  Moody's also noted that UnumProvident has
not shared any additional information regarding broker commissions
or the ULR complaint with the rating agency beyond what has been
publicly disseminated by UnumProvident in the company's recent
public filings, releases or public statements.

Moody's added that in another development, UnumProvident announced
on November 18 a settlement agreement for the multistate market
conduct examination that had been ongoing since September 2003.
The examination reviewed the company's practices related to market
conduct and its handling of disability claims.  The settlement
encompasses agreements with the U.S. Department of Labor and the
New York Attorney General's office and concludes their inquiries
and investigation on UnumProvident's claims practices.

Although the report did not make findings of violations of law, a
fine of $15 million was levied against UnumProvident and the task
force has made a number of recommendations to change the company's
approach to claims management.  The settlement includes a claims
reassessment and remediation process for disputed claims since
1997, changes in the ongoing claims procedures, changes in
corporate governance, and continuing monitoring by the lead
regulators of the review.

Moody's believes that the apparent resolution of the multi-state
investigation is positive for the company as it removes some
uncertainty from the company's financial and operating picture.
However, the required changes to the company's claims evaluation
and claims management processes are significant and involve a key
component of UnumProvident's business.

UnumProvident will still have to pass a number of specific tests
as part of the settlement in order to avoid further fines or other
regulatory action.  However, since the reassessment and
remediation processes are under the company's control, Moody's
believes that there is low risk that the contingent fines will be
triggered.

UnumProvident has estimated that the cost of the remediation
process and the ongoing cost of additional claims and reserving
related to the settlement will be $112 million before tax.
Including the $15 million fine, UnumProvident expects to book a
total pre-tax loss of $127 million ($88 million after-tax) in the
fourth quarter of 2004.  However, Moody's is concerned that
UnumProvident could incur additional costs (not reflected in the
charge) related to permanent changes in its claims handling
process, corporate governance, and higher claims payments in the
future, thus negatively impacting future earnings.

These ratings have been placed on review for possible downgrade:

   * UnumProvident Corporation

     -- senior unsecured debt of Ba1;
     -- subordinate debt of (P)Ba2;
     -- preferred stock of (P)Ba3;
     -- mandatorily convertible units/preferred stock of Ba1.

   * UNUM Corporation (UnumProvident Corp.)

     -- senior unsecured debt of Ba1;
     -- junior subordinate debt of Ba2.

   * Provident Companies, Inc. (UnumProvident Corp.)

     -- senior unsecured debt of Ba1.

   * Provident Financing Trust I

     -- preferred stock of Ba2.

   * UnumProvident Financing Trust II

     -- preferred stock of (P)Ba2.

   * UnumProvident Financing Trust III

     -- preferred stock of (P)Ba2.

   * UNUM Life Insurance Company of America

     -- insurance financial strength of Baa1.

   * First UNUM Life Insurance Company

     -- insurance financial strength of Baa1.

   * Colonial Life & Accident Insurance Company

     -- insurance financial strength of Baa1.

   * Provident Life and Accident Insurance Company

     -- insurance financial strength of Baa1.

   * Paul Revere Life Insurance Company

     -- insurance financial strength of Baa1.

   * Paul Revere Variable Annuity Insurance Company

     -- insurance financial strength of Baa1.

UnumProvident Corporation, headquartered in Chattanooga, Tennessee
and Portland, Maine, is the industry's leading provider of group
and individual disability insurance.  As of September 30, 2004,
the company reported consolidated assets of approximately
$49.8 billion and shareholders' equity of $6.9 billion.

Moody's Insurance Financial Strength Ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.  For more information, visit
http://www.moodys.com/insurance


URECOATS IND: Sept. 30 Balance Sheet Upside-Down by $7.9 Million
----------------------------------------------------------------
Urecoats Industries Inc. (Amex: URT) reported a net loss of
$2.2 million for the quarter ended September 30, 2004 as compared
to a net loss of $1.8 million for the quarter ended
September 30, 2003.  Revenue for the quarter ended Sept. 30, 2004
was $0.5 million, as compared to $0.6 million for the quarter
ended September 30, 2003.

"The Company's decision to discontinue the operations of its RSM
Technologies, Inc. subsidiary definitely impacted negatively the
net operating results of the Company for the third quarter ended
September 30, 2004," stated Michael T. Adams, President of
Urecoats Industries Inc.  "The other major event for the third
quarter of 2004 revolved around Infiniti Products, Inc. completing
the manufacturing facility for certain of its product lines and
marks the beginning of the Company's foray into the paints and
coatings industry as a manufacturer," concluded Mr. Adams.

                        Business Segments

Statement of Financial Accounting Standards No. 131, "Disclosures
about Segments of an Enterprise and Related information," requires
disclosure of net profit or loss, certain specific revenue and
expense items and certain asset items by reportable segments and
how reportable segments are determined.  This statement defines a
reportable segment as a component of an entity about which
separate financial information is produced internally, that is
evaluated by the chief decision-maker to assess performance and
allocate resources.

Effective January 1, 2004, the Company determined that it had
three distinct business segments.  These three business segments
were defined as Corporate, RSM Products and Infiniti Products.  On
November 5, 2004, the Company discontinued the operations of the
RSM Products business segment and thus as of the date of this
report the Company has two remaining business segments.

      Financial Condition, Liquidity and Capital Resources

The Company had $62,803 of cash on hand at September 30, 2004 as
compared to $35,385 at December 31, 2003, which represents an
increase of $27,418.  During the nine months ended Sept. 30, 2004,
the Company's working capital deficit increased by approximately
$4,526,322 to $7,228,977.  This increase in the working capital
deficit was primarily due to a $4,825,000 increase in the level of
funding from the Chairman, a $238,623 decrease in accounts payable
and accrued expenses, and an $96,269 increase in prepaid expenses
and other current assets.

At September 30, 2040, Urecoats Industries' balance sheet showed a
$7,924,732 stockholders' deficit, compared to a $2,569,668 deficit
at December 31, 2003.

The Company has, is currently, and will in the foreseeable future
continue to rely principally on the Chairman, to fund the
Company's operational cash flow requirements although no formal
commitment, as of the date of this report, has been received from
the Chairman to continue such funding.  The Company is attempting,
on a best efforts basis, to obtain additional funding through
private placements of debt and equity securities to supplement or
potentially replace the funding the Company currently or in the
foreseeable future will require from the Chairman to continue as a
going concern.  There can be no assurance that the Company will be
able to obtain additional funding through private placements of
debt and equity securities at any point in the future, or if
obtainable, on terms that are commercially feasible.  The
Chairman, from January 1, 2004 to the date of this report, has
funded substantially all of the Company's operating cash
requirements and during the period January 1, 2004 to September
30, 2004 this funding has aggregated approximately $4.83 million.

The Company's ability to continue as a going concern is dependent
on the Company's ability to successfully execute its business
plan, which includes increasing revenues so as to exceed the
Company's operating costs and expenses, as well as, increasing
operational cash flow, continued funding of the Company's
operations by the Chairman, and obtaining additional funding from
private placements of debt and/or equity securities.  If the
Company is unsuccessful in achieving one or more of the goals, the
Company's ability to continue as a going concern would be
adversely impacted and more likely than not would cause the
Company to cease operations.

                   Going Concern Qualification

The report of the Company's independent registered public
accounting firm on the Company's consolidated financial statements
as of and for the year ended December 31, 2003, expressed
substantial doubt about the Company's ability to continue as a
going concern.  Factors contributing to this substantial doubt
include recurring losses from operations and net working capital
deficiencies.

The Company is dependent on the continued funding currently being
received from the Chairman to continue operations.  The
discontinuance of the funding and the unavailability of financing
to replace such funding would more likely than not cause the
Company to cease operations.

                  About Infiniti Products, Inc.

Infiniti Products, Inc., develops, markets, sells, manufactures,
and distributes coatings, paints, and sealants to the
construction, paint, roofing, and waterproofing industries.

                  About Urecoats Industries Inc.

Urecoats Industries Inc. is a holding company with one wholly
owned subsidiary, Infiniti Products, Inc., with continuing
operations.


U.S. CAN: Oct. 3 Balance Sheet Upside-Down by $395 Million
----------------------------------------------------------
U.S. Can reported net sales of $207.3 million for its third
quarter ended October 3, 2004 compared to $204.7 million for the
corresponding period of 2003, a 1.3% increase.  For the quarter,
volumes increased in the Company's U.S.  Aerosol business segment
while volumes declined in the Company's International and Custom &
Specialty businesses.  For the first nine months of 2004, net
sales increased to $632.5 million from $614.4 million for the same
period in 2003 primarily due to volume increases in the U.S.
Aerosol and Paint, Plastic & General Line business segments,
partially offset by sales decreases in the Custom & Specialty
business segment.  The quarter and year-to-date sales results also
include revenues related to increased raw material costs that have
been passed on to customers.  The Company experienced favorable
foreign currency translation impacts on sales made in Europe in
both the quarter and year to date periods.

For the third quarter, U.S. Can reported gross profit of
$22.0 million (10.6% to sales), compared to $17.7 million (8.6% to
sales) in 2003.  For the nine months ended October 3, 2004 gross
profit increased to $60.6 million (9.6% to sales) from
$59.3 million (9.7% to sales) for the first nine months of 2003.
Third quarter gross profit increased in all business segments as a
result of volume increases in U.S. Aerosol and cost saving
initiatives.  Gross profit for the year-to-date period was
positively impacted by cost savings in our International
operations, however; gross profit was negatively impacted by
increased steel costs.  In accordance with the terms of the
majority of the Company's customer agreements, steel cost
increases were passed through to customers beginning in the second
quarter of 2004 and the pass throughs were further increased in
the third quarter.  Due to the timing of the implementation of the
selling price increases versus the cost increases (which have
occurred throughout the year), the Company did not recover all of
the cost increases for the year-to-date period.

The Company recorded special charges of $4.0 million (of which
$2.9 million represents non-cash charges) in the third quarter of
2004.  The charges were incurred in connection with the closings
of New Castle, PA lithography and Olive Can Custom & Specialty
plants in October 2004.  The Company anticipates that it will
record further restructuring charges related to these facilities
of $4.1 million (including $1.5 million of non-cash charges) in
the fourth quarter.

Selling, general and administrative expenses for the third quarter
were $10.2 million or 4.9% of sales compared to $8.7 million or
4.2% of sales in the third quarter of 2003.  Selling, general and
administrative expenses for the first nine months of 2004 were
$30.4 million or 4.8% of sales compared to $26.6 million or 4.3%
of sales for the first nine months of 2003.  The increase is
primarily due to provisions for severance payments for two of the
Company's former executive officers, professional fees incurred in
connection with a review relating to the previously announced
restatement of the Company's financial statements, and the
negative impact of the translation of expenses incurred in foreign
currencies to U.S. dollars.

Interest expense in the third quarter of 2004 decreased
$2.1 million versus the same period of 2003 to $12.7 million.
Interest expense in the first nine months of 2004 decreased
$2.7 million versus the first nine months of 2003 to $38.2
million.  The decrease is primarily due to the expiration of the
Company's interest rate protection agreements in the fourth
quarter of 2003, and lower interest rates as a result of the new
credit agreement entered into during the second quarter of 2004.

Bank financing fees for the third quarter were $0.9 million as
compared to $2.5 million for the third quarter of 2003.  For the
first nine months of 2004, bank financing fees were $3.5 million
compared to $4.5 million for the same period in 2003.  The
decrease in bank financing fees is due to decreased amortization
of deferred financing fees.  In the second quarter, the Company
also recorded a loss from early extinguishment of debt of
$5.5 million associated with the termination of the Company's
former Credit Facility (Senior Secured Credit Facility).  The loss
represents the unamortized deferred financing costs related to the
Senior Secured Credit Facility.

The Company recorded an income tax benefit of $0.5 million for the
third quarter of 2004 versus a benefit of $0.4 million for the
third quarter of 2003.  For the first nine months of 2004, the
Company recorded an income tax benefit of $2.4 million versus
income tax expense of $2.3 million for the first nine months of
2003.  The Company had previously recorded valuation allowances as
it could not conclude that it was "more likely than not" that all
of the deferred tax assets of certain of its foreign operations
would be realized in the foreseeable future.  Accordingly, the
Company has not recorded income tax benefits related to the 2004
and 2003 losses of those operations.

The net loss before preferred stock dividends was $5.3 million for
the quarter ended October 3, 2004 compared to a net loss before
preferred stock dividends of $7.1 million for the quarter ended
September 28, 2003.  The net loss before preferred stock dividends
on a year-to-date basis for 2004 was $20.0 million compared to
$15.6 million for the same period of 2003.

At October 3, 2004, the Company did not have any borrowings
outstanding under its $65.0 million revolving loan portion of its
Credit Facility. Letters of Credit of $13.2 million were
outstanding securing the Company's obligations under various
insurance programs and other contractual agreements. In addition,
the Company had $5.5 million of cash and cash equivalents at
quarter end.

On November 5, the Company disclosed that it expected to file its
Form 10- K/A for the year ended December 31, 2003, Form 10-Q/A for
the quarter ended April 4, 2004 and its Form 10-Q for the quarter
ended July 4, 2004 on or before November 19, 2004.  Those filings,
like the Company's Form 10-Q for the quarter ended Oct. 3, 2004,
were made on November 17 and reflect the Company's previously
announced restatement of its financial statements for the years
ended December 31, 2002 and 2003 and subsequent interim periods.

At October 3, 2004, U.S. Can's balance sheet showed a $395,008,000
stockholders' deficit, compared to a $361,911,000 deficit at
December 31, 2003.

U.S. Can Corporation is a leading manufacturer of steel containers
for personal care, household, automotive, paint and industrial
products in the United States and Europe, as well as plastic
containers in the United States and food cans in Europe.


US AIRWAYS: Gets Court Nod to Modify Labor Pacts with 3 TWU Locals
------------------------------------------------------------------
Judge Mitchell of the U.S. Bankruptcy Court for the Eastern
District of Virginia gave US Airways, Inc., and its debtor-
affiliates authority to modify three Collective Bargaining
Agreements, which will result in $6,600,000 in cost savings, with
the Transport Workers Union, Locals 545, 546 and 547.

The Order is effective retroactive to October 1, 2004.  The
Debtors are authorized to make:

     (i) the prepetition payments to the TWU Groups' Defined
         Contribution Retirement Plan and 401(k) Plans that were
         withheld and

    (ii) all other prepetition payments to the TWU Groups'
         retirement funds that were unpaid on September 12, 2004.


As reported in the Troubled Company Reporter on Oct. 28, 2004, the
Debtors appreciated the hard work and good faith shown by the
TWU Dispatchers, Flight Crew Training Instructors and Flight
Simulator Engineers. The concessions that were needed for the
airline to survive impose a burden on the TWU Groups' members, who
have shown leadership by accepting their fair share of the
sacrifice to transform US Airways into a viable competitor.  The
Agreements with the TWU Groups are important milestones in the
effort to implement the Transformation Plan, Brian P. Leitch,
Esq., at Arnold & Porter, in Denver, Colorado, says.

                   Summary of the Agreements

(1) Flight Simulator Engineers (Local 546)

On October 6, 2004, the TWU Local 546, representing the Flight
Simulator Engineers, ratified an Agreement extending their CBA
through December 31, 2011. The Agreement will provide more than
$500,000 per year in cost savings for the Debtors, while modifying
pay, productivity, benefits, and scope. The Debtors will implement
the modified CBA with a retroactive effective date of
October 1, 2004.

The Agreement with TWU 546 calls for an 11.8% reduction in 2004
base rates of pay, effective October 11, 2004.  Previously
negotiated wage "snap backs" due in 2009 have been eliminated. All
shift differential overrides, nine of ten paid holidays and the
premium paid to engineers with a degree have been eliminated.

Productivity gains will be realized through a reduction in annual
vacation accruals by an average of five days per engineer.

The Debtors will realize savings through major changes in post-
retirement medical and dental benefits for existing and future
retirees.  Employees retiring on or before January 1, 2005, will
retain existing plan options. However, costs and employee
contributions will be based on true pre-65 costs.  A defined
dollar benefit cap will be implemented to limit the Debtors' cost
exposure. Pre-65 retirees retiring after January 1, 2005, will be
allowed to use an accrued sick bank to "buy down" premium costs.
Post-65 retiree coverage for existing and future retirees will be
eliminated by January 1, 2005.  Dental coverage for retirees will
cease as of December 31, 2004.

In the area of scope, the Agreement with TWU 546 lifts
restrictions on the 279 minimum aircraft in the Debtors' fleet and
minimum hours flown by those aircraft and suspends "change in
control" provisions.

The Agreement with TWU 546 provides profit sharing for Flight
Simulator Engineers, subject to the approval of the US Airways
Group, Inc., Board of Directors and pursuant to a confirmed plan
of reorganization. If equity participation is made available to
other labor groups, TWU 546 may participate in proportion to its
share of overall labor concessions, taking into account returns to
TWU 546 in profit sharing.

(2) Dispatchers (Local 545)

On September 30, 2004, the TWU Local 545, representing the
Dispatchers, ratified an Agreement extending their CBA through
December 31, 2009.  This Agreement will provide over $4,500,000 in
annual cost savings.  The Debtors will implement the modified CBA
with a retroactive effective date of October 1, 2004.

In the area of pay, the Agreement with TWU 545 calls for a 10.3%
reduction, effective October 11, 2004.  Previously negotiated wage
"snap backs" due in 2009 have been eliminated.  Shift differential
overrides for the midnight shift and holiday premium pay have been
eliminated.  Overtime will be paid at time and one-half and
supervisory overrides have been eliminated.

Productivity gains will come from implementation of a 5-2-5-3 work
schedule with an 8-hour day.  Four vacation relief lines have been
reduced, midnight shift staffing has been cut and eight assistant
dispatcher positions have been eliminated.  Productivity
enhancements will result in the furlough of 16% of the workforce.
To offset the furlough's impact, a cost-neutral enhanced
separation program and voluntary furlough program will be
implemented concurrently.  Vacation accruals will be reduced at
every step, with a 10-day annual reduction at the top of scale.
Sick accruals will be reduced by 50%.

The Agreement produces savings through major changes in post-
retirement medical and dental benefits for existing and future
retirees. Employees retiring by January 1, 2005, will retain
existing plan options, however, costs and employee contributions
will be based on true pre-65 costs.  A defined dollar benefit cap
will limit the Debtors' cost exposure.  Pre-65 retirees retiring
after January 1, 2005, will be allowed to use a portion of an
accrued sick bank to "buy down" premium costs.  Post-65 retiree
coverage for existing and future retirees will be eliminated by
January 1, 2005.  All dental coverage for retirees will cease as
of December 31, 2004.

In the area of scope, TWU 545 has given up its right to the work
performed by Assistant Dispatchers, resulting in the elimination
of the eight positions.  This work will be automated or performed
by administrative employees.  The Agreement lifts restrictions on
the 279 minimum aircraft in the Debtors' fleet, minimum hours
flown by those aircraft and suspends previously negotiated "change
in control" provisions.

The agreement with TWU 545 provides profit sharing for the
Dispatchers on the same terms as the Flight Simulator Engineers.

(3) Flight Crew Training Instructors (Local 547)

On October 5, 2004, the TWU Local 547, representing the Flight
Crew Training Instructors, ratified an Agreement extending their
CBA through December 31, 2011.  This agreement will provide more
than $1,600,000 in annual cost savings.  The Debtors will
implement the modified CBA with a retroactive effective date of
October 1, 2004.

In the area of pay, the agreement with TWU 547 calls for a 5.0%
reduction, effective October 11, 2004.  Previously negotiated wage
"snap backs" due in 2009 have been eliminated. All premium pay,
shift differential pay and overtime pay have been eliminated. All
overtime will be paid at straight time rates.

Productivity gains have been realized through elimination of
scheduling restrictions and bid and instruction time limitations.
Part-time positions with no benefits for up to 25% of the
workforce has been created.  These productivity enhancements will
result in the furlough of 17% of the workforce.  To offset the
furloughs, a voluntary leave program will be implemented
concurrent with staffing reductions.  Vacation accruals will be
reduced at each step by five days except for the first step.

There will be major changes in post-retirement medical and dental
benefits for existing and future retirees.  Employees retiring by
January 1, 2005, will retain current plan options.  However, costs
and employee contributions will be based on true pre-65 costs.  A
defined dollar benefit cap will limit the Debtors' cost exposure.
Pre-65 retirees retiring after January 1, 2005, may use a portion
of an accrued sick bank to "buy down" premium costs.  Post-65
retiree coverage will be eliminated by January 1, 2005.  All
dental coverage for existing and future retirees will cease as of
December 31, 2004.

In the area of scope, the agreement with TWU 547 lifts
restrictions on the 279 minimum aircraft in the Debtors fleet,
minimum hours to be flown by those aircraft and suspends
previously negotiated "change in control" provisions.  The
agreement permits the use of non-seniority list part-time
employees to perform some of the bargaining unit work.

The Agreement with TWU 547 provides profit sharing for Flight Crew
Training Instructors on the same terms as the Flight Simulation
Engineers and Dispatchers.

It is critical that the Debtors modify their labor cost structure
to implement the Transformation Plan and emerge as a viable
competitor.  The Agreements between the Debtors and the TWU Groups
are important steps toward achieving that objective.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

         * US Airways, Inc.,
         * Allegheny Airlines, Inc.,
         * Piedmont Airlines, Inc.,
         * PSA Airlines, Inc.,
         * MidAtlantic Airways, Inc.,
         * US Airways Leasing and Sales, Inc.,
         * Material Services Company, Inc., and
         * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 71; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Wachovia Asks for Adequate Protection of Aircraft
-------------------------------------------------------------
Wachovia Bank, N.A., formerly known as First Union National Bank,
asks the Court to condition the Debtors' use of its Aircraft on
the provision of adequate protection.

Wachovia is a national bank headquartered in Charlotte, North
Carolina.  Wachovia is the Indenture Trustee, Equipment Trust
Trustee or Loan Trustee for 31 leased Aircraft.

Since the Petition Date, the Debtors have not made any payments to
Wachovia for the Aircraft.  Due to simple everyday use, the value
of Wachovia's interest in the Aircraft has diminished.  To prevent
further diminishment, the Debtors should be required to:

   (a) perform all obligations related to the operation,
       maintenance, use, registration, inspection, loss,
       destruction or requisition of the Aircraft;

   (b) comply with all governmental regulations for aircraft
       maintenance and inspection;

   (c) maintain insurance on the Aircraft;

   (d) be enjoined from removing or replacing any parts on the
       Aircraft without authorization;

   (e) make monthly cash payments to Wachovia, from the Petition
       Date forward, equal to one-sixth of the semiannual Basic
       Rent for Aircraft N781, N782, N783, N784 and N785, plus
       all Postpetition Supplemental Rent;

   (f) provide access, within three business days of a written
       request, to all maintenance records for the Aircraft;

   (g) pay Wachovia, every month, amounts sufficient to fund
       maintenance reserves for the Aircraft from the Petition
       Date forward, including:

       (1) airframe reserves toward the next Systems and
           Structural Checks;

       (2) engine reserves on each engine toward their next shop
           visit for performance restoration and life limited
           parts replacement;

       (3) landing gear reserves on each landing gear based on
           time between overhaul in the US Airways maintenance
           program; and

       (4) APU reserves based on US Airways' typical shop visit
           interval for performance restoration for similar APUs
           in its fleet.

Peter A. Ivanick, Esq., at LeBoeuf, Lamb, Greene & MacRae, in New
York City, asserts that Wachovia should be granted a superpriority
administrative claim pursuant to Section 507(b) of the Bankruptcy
Code, higher in priority than all administrative claims.  This
will protect Wachovia from postpetition diminution in value of its
Aircraft.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

         * US Airways, Inc.,
         * Allegheny Airlines, Inc.,
         * Piedmont Airlines, Inc.,
         * PSA Airlines, Inc.,
         * MidAtlantic Airways, Inc.,
         * US Airways Leasing and Sales, Inc.,
         * Material Services Company, Inc., and
         * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 71; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Electronic Data Wants Adequate Protection for Services
------------------------------------------------------------------
Electronic Data Systems Corporation and EDS Information Services,
L.L.C., ask Judge Mitchell to require the Debtors to provide
adequate assurance of payment for postpetition services.

Michael D. Warner, Esq., at Warner Stevens, in Fort Worth, Texas,
relates that the Debtors are party to a Services Agreement
pursuant to which EDS provides back office IT support.  The
Debtors are obligated to pay EDS approximately $14,000,000 per
month, which equates to $168,000,000 annually.  There are about
500 EDS full full-time employees and 750 EDS part-time employees
that work on various projects and assignments for the Debtors.

The Service Agreement's billing cycle provides for payment in
arrears.  EDS gets paid for services provided in October 2004 in
December 2004.  This time lag arises because services are not
billed until the next calendar month after provision and are paid
30 days later.  This billing cycle exposes EDS to an unacceptable
level of financial risk, according to Mr. Warner.

On the bankruptcy petition date, the Debtors owed EDS $28,200,000
for prepetition services that were billed but unpaid and for
services not yet billed.  Currently, the Debtors owe EDS
$17,500,000 for postpetition services, a total of $45,700,000.

It is unfair and inequitable to force EDS to continue to finance
the Debtors.  The Debtors should be required to provide EDS with
adequate assurance of payment for all amounts owed postpetition.
Mr. Warner asserts that no other creditor is providing so much
involuntary postpetition credit without collateral, security, or
adequate assurance of payment.  As protection, the timing of
payments should be altered and EDS should be granted a junior
super-priority claim in case the Debtors fail to pay any portion
of EDS's postpetition invoices.

More specifically, EDS proposes that:

   (1) Five business days before the end of each month, EDS
       will provide the Debtors with a budget invoice for the
       following month's estimated activity.

   (2) The budget invoice will be due and payable by the first
       day of that month.  For example, no later than
       November 24, 2004, EDS would provide the budget invoice of
       estimated December 2004 services.

   (3) The Debtors will be required to pay the budget invoice by
       December 1, 2004.

   (4) If the actual invoice exceeds the budget invoice amount,
       the shortfall will be paid in the subsequent month.

   (5) Amounts not paid will be treated as an allowed super-
       priority administrative claim, junior only to the super-
       priority administrative claim of the ATSB Lender Parties.

   (6) Excess payments will be credited against the next month's
       budget invoice.

   (7) Failure to make any payment on a budget invoice will be
       grounds for termination of the Services Agreement.

The request should be granted because EDS is simply changing the
timing of the payments, Mr. Warner asserts.  No new obligation is
created.  Shifting the timing of postpetition payments will remove
EDS from the unfair obligation of financing the Debtors.

             EDS Files Contract Documents Under Seal

With the Court's permission, EDS will file the Services Agreement
under seal.

According to Mr. Warner, the Services Agreement contained
provisions requiring EDS and the Debtors to keep its contents
confidential.  Public disclosure would jeopardize both the
Debtors' and EDS' competitive advantage.  Third parties would use
the Services Agreement to their advantage when dealing with EDS in
the future.  Moreover, the terms and conditions of the Services
Agreement contained proprietary information of value that should
not be revealed to EDS's competition.  The Debtors would lose
bargaining power in future negotiations.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

         * US Airways, Inc.,
         * Allegheny Airlines, Inc.,
         * Piedmont Airlines, Inc.,
         * PSA Airlines, Inc.,
         * MidAtlantic Airways, Inc.,
         * US Airways Leasing and Sales, Inc.,
         * Material Services Company, Inc., and
         * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 72; Bankruptcy Creditors' Service, Inc., 215/945-7000)


USG CORP: Trafelet & PI Committee Wants to End Exclusive Periods
----------------------------------------------------------------
Dean M. Trafelet, the legal representative for future asbestos
claimants, and the Official Committee of Asbestos Personal Injury
Claimants in the chapter 11 cases of USG Corporation ask the U.S.
Bankruptcy Court for the District of Delaware to terminate the
Debtors' exclusive periods to file a reorganization plan and to
solicit votes on that plan.

Sharon Zieg, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, reminds the Court that the Debtors'
bankruptcy cases have languished for over three years and despite
having tremendous opportunity of the extended exclusivity, the
Debtors have miserably failed to make any progress towards
achieving a successful reorganization.

The Futures Representative and the PI Committee believe that the
Court is painfully aware of the lack of progress in the Debtors'
cases.  As far back as February 2004, the Court stressed the need
for progress in USG's cases towards a consensual plan.  The Court
urged the parties to consider mediation to resolve their issues.
Due to the continued slow pace of the Debtors' cases, the Court
appointed David Geronemus as mediator on May 24, 2004, and
directed the parties to commit to an aggressive mediation
schedule.

Pursuant to the Mediation Order, the parties engaged in over four
months of mediation, conducting several meetings and
teleconferences and drafting extensive submissions to Mr.
Geronemus, setting forth their individual positions.  Ms. Zieg
notes that the Court extended the Debtors' Exclusive Periods for
six months to facilitate mediation among the constituencies in the
hope that the Debtors would make good faith effort to resolve
their differences with the PI Committee and the Futures
Representative.  However, the Debtors have failed to do so and the
parties remain at an impasse.  Recognizing this impasse, on
September 28, 2004, Mr. Geronemus determined that mediation was no
longer productive and cancelled any further mediation sessions.

The breakdown of the mediation and the impasse in negotiations
illustrate that there is no reasonable prospect of a consensual
reorganization plan coming in USG's cases.  Moreover, Ms. Zieg
points out, regardless of any extension of the Exclusive Periods,
it is presently impossible for the Debtors to achieve the stated
goal of their Chapter 11 cases, which is to confirm a plan that
provides the Debtors with a channeling injunction under Section
524(g) of the Bankruptcy Code.  This injunction would "channel"
all asbestos personal injury clams to a trust, to be established
under the plan, and the trust would, among other things:

   (a) assume all of the Debtors' asbestos liabilities;

   (b) be funded in whole or part by the Debtors' securities and
       their future payments; and

   (c) use the Debtors' assets on income to pay present and
       future asbestos personal injury claims.

However, for the channeling injunction to bind future asbestos
personal injury claimants, Section 524(g) requires, inter alia,
that any plan seeking injunction must be accepted by at least 75%
of the present asbestos personal injury claimants who vote on the
plan and must be supported by the Futures Representative.

Ms. Zieg explains that unlike other Chapter 11 cases where a
debtor may seek to confirm a reorganization plan if the plan is
not accepted by a class of creditors, the Debtors cannot, under
any scenario, obtain the benefits of Section 524(g) without the
affirmative vote of the present asbestos personal injury claimants
and the support of the Futures Representative.

Any further extension of exclusivity will not miraculously resolve
the impasse among the constituencies that has persisted for over
three years, Ms. Zieg says.  In reality, the only way to revive
the Debtors' dormant case and provide progress that is desperately
needed is to terminate the Debtors' exclusivity and allow the PI
Committee and the Futures Representative to promulgate a
reorganization plan that will be acceptable to the other creditor
constituencies.  The maintenance of the Debtors' exclusivity
serves no purpose but to allow the Debtors to impermissibly delay
their cases.

Through their dilatory conduct, Ms. Zieg tells Judge Fitzgerald,
the Debtors have made it clear that their goal is to stall their
Chapter 11 cases as long as possible in the hopes that Congress
will rescue them through asbestos legislation.  Whatever may be
the prospects of legislation, they are no reason to delay
expeditiously moving the Debtors' cases towards confirmation.  The
Court recognized that the prospect of any legislation was distant
and USG's Chapter 11 cases certainly should not wait at the
creditors' expense.  Meanwhile, thousands of asbestos personal
injury claimants will die without being compensated for their
injuries due to the Debtors' delay tactics, which tactics are an
abuse of the bankruptcy process.

Ms. Zeig informs the Court that the Futures Representative and the
PI Committee have reached an agreement in principle as to the
terms of a reorganization plan.  The Futures Representative and
the PI Committee are prepared to file promptly the plan with the
Court once the Debtors' exclusivity is terminated.

The proposed plan will provide that, except with respect to the
asbestos personal injury claimants, all creditor constituencies
will either have their debt or claims reinstated or be paid in
full in cash.  Commercial and trade creditors will also be paid,
in cash, postpetition interests on their allowed claims.

Specifically, the proposed plan provides that:

   (1) All administrative and other priority claimants will
       receive payment in full in cash of the unpaid portion of
       an allowed administrative or other priority claim on the
       effective date or as soon as practicable;

   (2) At the Reorganized Debtors' option, each priority tax
       claimant will receive either:

       * payment in full in cash on the effective date; or

       * payment over a six-year period from the date of
         assessment as provided in Section 1129(a)(9)(C) of the
         Bankruptcy Code with interest payable at a rate of
         [__]% per annum or at any other rate as may be required
         by the Bankruptcy Code;

   (3) At their option, the Reorganized Debtors will:

       * reinstate each allowed secured claim by curing all
         outstanding defaults will all legal, equitable and
         contractual rights remaining unaltered;

       * pay in full in cash any allowed secured claim on the
         effective date; or

       * satisfy any allowed secured claim by delivering the
         collateral securing any secured claim and paying any
         interest required to be paid under Section 506(b);

   (4) The Revolving Credit Facilities will be paid the full
       amount of their claim on the Effective Date, including
       postpetition interest at the default rate in cash;

   (5) Each of the Senior Note claimholders will be paid the full
       amount of their claim on the effective date, including
       postpetition interest at the default rate, in cash;

   (6) All holders of Industrial Revenue Bonds will have the
       principal amount of their claim reinstated with all legal,
       equitable and contractual rights remaining unaltered and
       their accrued and unpaid interest, including postpetition
       interest at the default rate, paid in full in cash;

   (7) Holders of general unsecured claims will be paid in full
       including postpetition interest at the applicable U.S.
       Federal judgment rate in cash except for disputed non-
       asbestos claims which will be litigated as appropriate;

   (8) The Section 524(g) Trust to be created for payment of the
       current and future asbestos personal injury claims will
       receive, on the effective date:

       * the remaining cash and 100% of the primary issued and
         outstanding stock of the reorganized Parent; and

       * a note from the Reorganized Debtors in the amount of the
         tax refund from the operating loss carryback created by
         the contribution to the trust currently estimated at
         $860 million;

   (9) At the option of the plan proponents, the property damage
       claims will either be:

       * reinstated with all legal, equitable and contractual
         rights remaining unaltered except as disallowed,
         qualified or modified by the Bankruptcy Court; or

       * estimated by the Bankruptcy Court and the estimated
         amount will be paid in full in cash; and

  (10) Holders of the Parent's existing common stock or options
       to purchase existing Parent's common stock will not
       receive any distribution under the plan, and the existing
       common stock of the Parent and the options will be
       cancelled.

The Futures Representative and the PI Committee believe that the
proposed plan is in the best interest of the Debtors' estates and
would serve to jump start the Debtors' stagnant cases and give the
Debtors the opportunity to promptly exit the costly bankruptcy
proceedings.

Ms. Zieg assures the Court that terminating the Debtors'
exclusivity will neither end their chances for reorganization nor
prejudice them in any way.  Furthermore, terminating exclusivity
and permitting the Futures Representative and the PI Committee to
file and seek confirmation of a plan does not preclude the Debtors
from contesting the estimated number and amount of present and
future asbestos personal injury claims in the context of a
contested confirmation hearing.

A copy of the terms of the Futures Representative and the PI
Committee's proposed reorganization plan can be viewed at no
charge at:

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

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts. (USG
Bankruptcy News, Issue No. 76; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USGEN: Court Okays Sale of Three Northeast Plants to Dominion
-------------------------------------------------------------
USGen New England, Inc., reported that the U.S. Bankruptcy Court
for the District of Maryland, Greenbelt Division, approved the
sale of the company's two coal/oil-fired electric generating
facilities and a natural gas-fired plant to Dominion.  The
purchase price is $536 million in cash, plus an adjustment for
inventory and reimbursement of certain capital expenditures
incurred prior to closing.  The adjusted amount is estimated at
$120 million based on a closing at the end of the first quarter
2005, making the total sale price $656 million.

The sale still requires certain regulatory approvals and transfer
of all operating and environmental permits.

The plants include:

   (1) the 1,599-megawatt Brayton Point Station in Somerset,
       Massachusetts;

   (2) the 745-megawatt Salem Harbor Station in Salem,
       Massachusetts; and

   (3) the 495- megawatt Manchester Street Station in Providence,
       Rhode Island.

USGen New England, which announced the Dominion agreement in early
September, is currently in bankruptcy.  Because of this, USGen New
England followed a court-sanctioned auction process where it
sought offers that were higher or otherwise better than that
negotiated with Dominion.  Since there were no other qualified
bids, an actual auction was not necessary.

USGen New England is separately pursuing the sale of its
hydroelectric generating facilities also through a court-
sanctioned auction process.  A TransCanada Corporation afficliate
agreed to purchase the hydroelectric generation assets for
$505 million.  The auction is scheduled for December 9 and the
bankruptcy court hearing to approve the sale to the successful
auction bidder is slated for December 15.

Headquartered in Bethesda, Maryland, USGen New England, Inc., an
affiliate of PG&E Generating Energy Group, LLC, owns and operates
several electric generating facilities in New England and
purchases and sells electricity and other energy-related products
at wholesale.  The Debtor filed for Chapter 11 protection on
July 8, 2003 (Bankr. D. Md. Case No. 03-30465).  John E. Lucian,
Esq., Marc E. Richards, Esq., Edward J. LoBello, Esq., and Craig
A. Damast, Esq., at Blank Rome, LLP, represent the Debtor in their
restructuring efforts.  When it sought chapter 11 protection, the
Debtor reported assets amounting to $2,337,446,332 and debts
amounting to $1,249,960,731.


VLASIC: Five Experts Testify in $250M Campbell Spin-Off Suit
------------------------------------------------------------
Campbell Soup Company experts appeared to testify before the
United States District Court for the District of Delaware in the
$250 million lawsuit commenced by VFB, LLC, attacking the spin-off
of Vlasic Foods from Campbell Soup Company:

A. John Bess

    Mr. Bess works for IBM's Business Consulting Services
    Division.  He provides counsel to IBM clients in the area of
    the development of business strategies, operating plans, and
    transformational plans that cover a wide range of general
    management activities.  Before joining IBM, Mr. Bess was the
    President and Chief Operating Officer for International Home
    Foods, which is similar to VFI.

    Mr. Bess was asked to review Dr. Robert Blattberg's opinion
    and to provide an assessment of his conclusions.  After a
    review and as a result of his experience in the consumer
    products industry, Mr. Bess reached an opinion on three of the
    critical conclusions Dr. Blattberg made.  Mr. Bess disagrees
    with Dr. Blattberg's belief that:

    -- at the time of the spin, the businesses were sick and
       declining, and unlikely to be reversed following the spin;

    -- the businesses had been significantly milked prior to the
       spinoff; and

    -- the businesses relied heavily on loading and this had hurt
       the business.

    According to Mr. Bess, he was surprised that Dr. Blattberg
    used a shipment analysis based on theoretical performance to
    draw some strong conclusions about the overall health of the
    business.  "For that reason, I thought he was very
    simplistic."  It has been Mr. Bess' experience that there are
    many other critical measures that one needs to look at in
    order to draw the conclusion that a business is unhealthy,
    particularly over a period of time.  Among the critical
    measures are:

    -- case volume,
    -- net sales,
    -- market share, and
    -- pre-tax earnings and margin.

    Mr. Bess notes that from Fiscal 1994 through Fiscal 1997, on a
    net sales basis, the businesses were actually growing
    averagely 2% on Swanson and 7% on Vlasic.  On a volume basis,
    the businesses were essentially flat.  Swanson consistently
    grew its margins up to just over 11% over the four years and
    Vlasic showed continual marginal improvement.

    Mr. Bess didn't factor VFI's need to implement a new IT system
    into his analysis because he didn't believe it was going to be
    an inhibitor to VFI's ability to drive the business.

    Mr. Bess contends that the 1999 operating plans for both
    Swanson and Vlasic were reasonable at the time they were
    developed.  The 1999 plan, which was the first year post-spin,
    was promising basically to take the business back to the level
    it was in 1997.  For Swanson, this represented a 4% increase
    in revenue and a 2% increase in volume.  For Vlasic, the
    growth objective was a bit more challenging -- 10% on revenue
    and 9% on volume.

    "There has been a fair amount of trial evidence that says that
    the decision to not promote was not a function of money, but a
    conscious decision by the management to not run a promotion,"
    Mr. Bess says.  Specifically, Mr. Bess notes that Jim Dorsch
    indicated that he recommended that Vlasic run a promotion in
    the fourth quarter (of 1998) but was told that management was
    not going to do it.  Lynne Alvarez had suggested also there
    was a conscious decision to not promote the business in a note
    that she had written to Bob Bernstock.  "And, finally, there's
    Bob Bernstock's testimony, which basically says that there was
    some reset of the business that occurred in the last quarter.
    So for me, the combination of those suggests that not
    promoting in the fourth quarter was not -- may not have been a
    function of no money, but a real decision to not do it."

    Asked for his definition of loading, Mr. Bess explains that it
    is a typical consumer package goods practice by which, for
    periods of time, shipments outpace consumption.  "And it could
    be in advance of aggressive promotion support.  It could be in
    advance of a defense against a competitive activity.  It could
    be in advance of seasonality.  But those are all situations in
    which you might see shipments exceeding consumption.  But in
    most of these instances following this, you will see
    consumption exceed shipments and the business return to a
    fairly normal balance based on what inventories are.  In some
    situations, where -- if shipments are allowed to exceed
    consumption on a continuous basis, then you have a different
    kind of sustained loading, which can be dangerous to the
    business.  But most companies practice it in the first
    definition, where the shipments exceed consumption,
    consumption catches up and the business is normalized."

    In his analysis, Mr. Bess says, he did not see any persistent
    or sustained loading at Swanson or Vlasic.

    Campbell's counsel, Richard P. McElroy, Esq., at Blank Rome,
    LLP, in Philadelphia, Pennsylvania, notes that Dr. Blattberg
    compared actual shipments to his forecast of shipments from a
    regression analysis, and then he prorated cases from the end
    of the year in 1998 and pushed it into the first part of the
    year.

    Mr. Bess comments that he finds it inconceivable to do an
    analysis on loading without looking at consumption.  In his
    analysis, Mr. Bess tracked the differential between shipments
    and consumption and plotted it as an inventory.  Mr. Bess
    maintains that there is no evidence that loading was impacting
    the Swanson business in a negative way and setting the
    business up for trouble after the spin.  Mr. Bess was not
    asked to draw opinions with respect to Vlasic.

    As to milking, Mr. Bess says, there are significant reductions
    in marketing support when a business is milked.  "Real erosion
    that the company is making in advertising promotion.  You see
    significant reductions or elimination in investments in
    capital spending.  You see the elimination of product
    improvement or new product initiatives.  You see the absence
    of the reinvestment of cash back into the business."

    Mr. Bess disagrees with Dr. Blattberg's testimony that he
    would not take into account consumer promotion and trade
    spending, but would only look at advertising.  "All of these
    components serve a critical purpose.  Advertising and consumer
    promotion both are your vehicle to communicate and reach
    consumers and trade spending is your vehicle to build your
    business with the retail trade and to achieve merchandising
    and featuring, which is a critical activity.  I would agree
    with Dr. Blattberg when he says that advertising is the key
    driver of brand equity, but brand equity is not the only
    variable that drives a business in the marketplace."

    Mr. Bess points out that every business has its problems, but
    there were three that he believes stood out following the
    spin.  Mr. Bess tells the District Court that VFI took a big
    hit in the end of 1998 and it lost momentum.  In addition, he
    continues, there was not enough focus placed against the two
    primary businesses and they tried to grow all of these
    businesses and the smaller brands were probably a distraction.
    "The real value was in Vlasic and Swanson.  They were the
    disproportionate majority of the volume and they were the
    disproportionate majority of the earnings that were attendant
    to the business.  And there is some evidence that they weren't
    paying the kind of attention to the two big brands that they
    should have been."  Moreover, Mr. Bess also felt that the
    company was not paying close enough attention to how they were
    managing their cost structure.  "It was very critical that
    this type of environment, that you are paying attention to the
    cost side of the ledger, because that can have such a negative
    impact on your ability to manage cash."

B. Abba Krieger

    Prof. Krieger is a professor of Statistics at the Wharton
    School of the University of Pennsylvania.  Prof. Krieger was
    engaged by Campbell to critique Dr. Blattberg's expert opinion
    report dated August 2003.  Prof. Krieger found many flaws in
    Dr. Blattberg's Swanson shipment regression analysis and
    Vlasic shipment regression analysis.

    "The first question is whether the choice of shipment as the
    variable to be predicted is the correct variable.  The second
    is that his analysis only has in it time and seasonality. And,
    as he mentioned in his report, lots of things would affect the
    shipment date or including promotions, price, competition and
    all sorts of other factors . . . I found flaws in both his
    analysis of trend and both his analysis of loading," Prof.
    Krieger says.

    According to Prof. Krieger, Dr. Blattberg's estimate of trend
    is subject to error because there are fluctuations in the
    data.  "There's a possibility that there's no trend at all."

    Prof. Krieger continues that there are two basic flaws in Dr.
    Blattberg's loading analysis:

    -- the forecasted shipment levels are subject to error; and

    -- issue of proration.

    "The numbers, the analysis, the regression model that he has,
    is just not sufficiently accurate enough to estimate the
    forecast well enough to really conclude that there's loading."

C. Charles Popper

    Dr. Popper is the co-founder and CEO of the Tech Mark Group, a
    consultancy firm that works with clients in the areas of
    technology strategy for vendor technology and helps them with
    product strategy and market and channel strategy.

    Dr. Popper was asked to form an opinion relative to the
    information technology plans of VFI and to examine Dr.
    Grossman's opinion, looking at issues of the strategy, the
    cost of the system, the time frame, how well it was executed
    and the transition services agreement.  To form his opinions,
    Dr. Popper reviewed documents that were produced in the course
    of the litigation, reviewed deposition testimony and trial
    testimony.

    "In the case of the IT strategy, I believe it was, in fact,
    reasonable and the correct strategy for VFI as it started its
    life as an independent company.  I think the time frame of one
    year to get this built was reasonable and it was the right
    choice for them to make at that time.  I think the operating
    model, the cost model of 1% target that has been discussed was
    also reasonable and supportable.  In terms of the execution, I
    think overall the execution of their strategy worked.  There
    were some issues that came out, but I think they were all
    manageable and did not cause major business disruption.  And,
    finally, I think the TSA was reasonable and within the context
    of similar TSAs," Dr. Popper says.

    According to Dr. Popper, the BPCS was a standard off-the-shelf
    product.  "The selection of BPCS made a lot of sense to me for
    several reasons.  First of all, BPCS was the core system
    within the Campbell systems that the Vlasic units had been
    operating with prior to the spinoff.  It was the software that
    was used to run manufacturing at the Vlasic, Swanson and other
    plants that were part of VFI.  It was a package that was well
    established in the marketplace.  It had a stable vendor.  It
    was operating on state-of-the-art computers.  And the most
    important thing, it did support the business processes that
    VFI wanted to run as it emerged into its existence."  VFI
    planned to take BPCS out of the box and run without modifying
    it at all.  "To the extent that BPCS had some gaps, that there
    were functions that BPCS did not perform, the plan was to use
    a series of so-called bolt-ons.  These are additional modules
    that could easily be interfaced to BPCS so that instead of
    modules together, would offer the required functionality."

    Dr. Popper relates that VFI's Project Vision called for BPCS
    plus bolt-ons.  "There's a bolt on for trade management, for
    human resources, for a data warehouse, for the Hyperion
    financial modeling system and several others."  These bolt-ons
    were basically off the shelf.  The only piece that required
    some effort was data warehouse, which had to be configured to
    the data requirements of the new entity.  "But that is a
    standard process when you build a data warehouse."

    For its trade management system, VFI chose Gelco TIPS.  Dr.
    Popper relates that Campbell did not participate in the
    selection of the Gelco TIPS software.  In choosing Gelco TIPS,
    Dr. Popper explains, the objectives were to fulfill the
    business strategy of supporting the low-cost operating model
    for VFI.

    Dr. Popper believes that one year was a reasonable time frame
    for the IT implementation.  "The decision that was made to
    stay with a standard package and not to modify it was key to
    the one-year time frame.  The lengthier projects all typically
    entailed very heavy customization.  If you look at Campbell's
    own experience with the CMS system, that has been mentioned in
    litigation, it took as much as five years to install."
    According to Dr. Popper, he did not see any evidence of any
    inability or difficulty that VFI may have had in staffing the
    technical side of the project.  But he did see evidence of
    difficulty staffing the business side.  "There was a
    requirement for more business people to do a lot of the
    detailed work in configuring processes and conforming to those
    processes."

    Dr. Popper notes that there was a problem with the data
    conversion from Campbell's systems to Gelco TIPS.  What
    happened is still not entirely clear, despite digging through
    all the records.  "VFI followed a careful project plan
    throughout and that included testing the data conversion.  And
    those tests, in fact, succeeded in December [of 1998] . . .
    When they finally went live the end of January [of 1999], it
    didn't work."

    Dr. Popper clarifies that the data remained in the Campbell's
    systems.  "What was lost was the ability to transfer
    electronically in an automated way into the VFI, into Gelco
    TIPS.  That data was eventually hand-keyed during the month of
    April so that by May 1st, they were operational."

    According to Dr. Popper, he does not understand the allegation
    that there was an intention to hide the data because there was
    loading a year earlier in January 1998.  "It makes no sense.
    After the spin, VFI was responsible for all of its trade
    management, so the way the business worked, starting with
    March 31st of '98, at the time of the spin, was that the VFI
    business units developed whatever trade management programs
    they wanted to.  The data was then given to Campbell's, to put
    into the Campbell CMS system, which was running as sort of a
    service bureau for VFI.  CMS then did all of the standard kind
    of CMS then did all of the standard kind of clearance against
    CMS, which is being run on behalf of VFI, to clear the
    productions as they were paid.  CMS would produce the reports
    against all that data that was used for all analysis.  That
    data was the data that was to be transferred back to the VFI
    system at the time the new systems went live.  So what we're
    talking about for the prior eleven months, ten months from end
    of March 31st of '98 until January 31st of '99, ten months of
    that data was VFI's data.  That was not Campbell's data."

D. Thomas F. Wessel

    Mr. Wessel is a principal at KPMG.  He advises clients on
    corporate tax transactions.  His practice the past two years
    has been fairly well consumed with spinoff transactions.  Mr.
    Wessel used to work for the government, including as Special
    Counsel to the Chief Counsel for the Internal Revenue Service.
    In connection with VFB LLC's lawsuit against Campbell, Mr.
    Wessel was asked to form an expert opinion on whether the tax
    sharing and indemnification agreement between Campbell and
    Vlasic was ordinary and typical in Section 355 spinoffs.  Mr.
    Wessel opines that the agreements of this nature, including
    the Campbell agreement itself, are typical and ordinary and,
    in fact, necessary.  "The scope of the agreement is not
    unusual in any way."

    Mr. Wessel emphasizes that it's important to recall how
    Section 355 of the Internal Revenue Code operates.  "A
    corporation distributes the subsidiary and ordinarily that's
    taxed, if there's gain in the subsidiary.  If you qualify for
    the statute, it's tax-free. Similarly, the receipt of that
    stock by the shareholders ordinarily is taxable until you
    qualify under this statute for non-recognition.  The stakes
    are often very high, and they are high in this case.  So what
    typically is the case, because the distributing corporation,
    here Campbell, is the corporation responsible for paying the
    tax if the transaction is not tax-free, the distributing
    corporation, any corporation in Campbell's position, will
    enter into an agreement to make certain that certain actions
    that the spun-off corporation, here, VFI, might take after the
    distribution, don't impair the tax-free nature of the spinoff.
    Now, these agreements really are set up as really to provide
    the due diligence and a protection mechanism, so that when any
    one of these theoretical transactions that might occur come on
    the scene, that the advisors of the distributing corporation
    can participate and review whether or not, come to a judgment
    as to whether or not the risks presented are appropriate."

    According to Mr. Wessel, there's no absolute bar to the sale
    or other separate control transaction by Vlasic for a two-year
    period after the spinoff.  "As long as at the time of the
    distribution, neither the distributing corporation, Campbell,
    or Vlasic, had any plan or intent to engage in whatever post-
    distribution transaction is being considered, as a general
    proposition, under common law doctrines, whatever happens
    after the spinoff is irrelevant and not taken into account.
    So if it was a good spinoff at the time of the distribution,
    nobody thought about doing one of these many things that might
    present a problem.  You're okay.  There's a little bit of a
    caveat to that because, in April of 1997, shortly before or
    somewhat before, a number of months before the VFI spinoff,
    Congress enacted a system called 355E.  355E sort of provides
    an overlay to the common law and that statute provides if
    there's a change in control of, to make it relevant to the
    facts of this case, if there's, within the two-year period
    following the distribution, if there's a change in control of
    Vlasic, if more than 50% of the stock, either by voter value,
    changes control and comes to new owners within a two-year
    period, the statute presumes that the acquisition and the
    distribution are rebated.  And under the statute generally,
    355E, this new provision, if an acquisition is related to or
    part of a plan, including the distribution, the distribution
    is taxed at the corporate level, nor at the shareholder level,
    but that's a big number here as well.  So if it's within two
    years, the statute presumes that one -- the second transaction
    is related to the first, the statute in the legislative
    history make it very clear that if you can establish that the
    second transaction is unrelated to the first, then you
    provided the presumption and 355 will not apply."

    According to Mr. Wessel, the way the tax sharing agreement
    works is a number of different restrictions are set up on
    transactions that the controlled corporation cannot do without
    either the permission in effect in Campbell's Soup's case.

    Mr. Wessel agrees with Peter Faber's testimony that "the
    nature of the tax sharing agreement insofar as it provides
    that if Vlasic goes out and gets an opinion of counsel, a will
    opinion, the highest level opinion, and presents it to
    Campbell's Soup based on the way the tax sharing agreement is
    written, it's really within Campbell's absolute discretion
    notwithstanding that a will opinion has been rendered, it's
    within Campbell's absolute discretion as to whether Vlasic can
    proceed with this post-distribution transaction if it occurs
    within the two-year period."

    Mr. Wessel notes that there seemed to be some suggestion that
    there was something wrong, something untoward, about a company
    making -- a distributing corporation making a working capital
    loan to a subsidiary its spinning off, that there was some
    sort of tax motive.

    "I don't think that's the case.  I don't understand it,
    frankly.  The Service recently published a revenue ruling, I
    believe it's 2003-75, where the Service acknowledges there's a
    two-year working capital loan made from distributing to the
    controlled corporation, Campbell, Vlasic.  It does not say
    there's not a problem.  It doesn't say they're not taxed.  I
    think it is very difficult to understand why the Service would
    put that ruling out with that fact pattern if they were sort
    of inviting taxpayers to enter into a taxable transaction.  In
    fact, there's a fair amount of authority available for the
    proposition that in this case, as I understood the working
    capital loan from the testimony I read, in particular, Dan
    Hayes' testimony, that these were working capital loans
    entered into in the ordinary course, the balances went up and
    down.  As the Vlasic subsidiaries made money, they paid the
    loans back.  When they needed money, there would be loans.
    These loans were capitalized to be paid off in accordance
    with, I guess, the seasonal fluctuation of their business.  I
    guess it was anticipated they could pay at that time.  I don't
    know the particulars.  But there's nothing unusual about
    that."

E. Timothy Luehrman

    Mr. Luehrman is currently Managing Director of Standard &
    Poor's Corporate Value Consulting in Boston.  Standard &
    Poor's Corporate Value Consulting is one of three divisions of
    Standard & Poor's.  Mr. Luehrman was hired by Campbell to
    respond to allegations that, in connection with the spinoff of
    VFI, that VFI did not receive reasonably equivalent value as
    of the spinoff date, that VFI was insolvent as of the spinoff
    date, and VFI was inadequately capitalized at the spinoff date
    and lacked an ability to pay its debts as of that date.  Mr.
    Luehrman undertook various analyses aimed at completing a
    valuation of VFI's businesses as of the spinoff date using
    multiple methodologies and supplementing them as necessary
    with sensitivity checks and so forth.

    "I used three principal types of methodologies and used
    different versions of each one.  So one type is what's called
    the market approach.  That approach involves taking
    information from the trading prices or transaction prices of
    companies in the food business.  So you look for comparable
    food companies to find out what the market is paying for
    earnings in the food business and defer something there about
    what VFI's food businesses would be worth.  So there are two
    versions of the market approach.  One based on trading
    comparables and one based on transactions.  I also performed
    what's sometimes called the income approach, which is
    essentially a discounted cash flow analysis in which we
    project forward cash flows.  We discount them back to the
    present and I executed several versions of that approach.  And
    then the third major approach is that I looked at what's known
    as a balance sheet approach, in which you take a look at the
    balance sheet of the subject company, all of its assets, and
    just try to restate the value of those assets at fair value,"
    Mr. Luehrman relates.

    However, Mr. Luehrman explains, he does not regard the balance
    sheet approach as reliable as the market approach and the
    income approach.

    Mr. Luehrman reports that as of March 30, 1998, which is the
    spinoff date, VFI received more than reasonably equivalent
    value.  "VFI was solvent.  VFI was adequately capitalized.
    VFI had the ability to pay debts as they mature."

    Aided by charts and financial tables, Mr. Luehrman explained
    to the District Court in great detail how he reached his
    conclusions.

    Mr. Luehrman says the value of the VFI businesses on the
    spinoff date was $1.7 billion.

    "Regardless of the methodology I use, we have seen the three
    different analytical approaches that I put together and we
    also see the market's view of the enterprise value, every one
    of them is far greater than any amount that has been suggested
    for the debt and liabilities that were assumed in exchange."

    Mr. Luehrman also criticized the work of VFI's valuation
    experts, including Henry Owsley's.  "One is the use of
    hindsight, which just should not be done in a retrospective
    valuation.  The second is ignoring contemporaneous
    information, which should not be done.  Ignoring in particular
    the fiscal 1999 operating plans, which is what management is
    telling us is how they plan to make this business go.  The
    fourth one is ignoring or dismissing or I would say misusing
    the market approach to valuation.  The last one is the bond
    offering, which the plaintiff's experts do not mention one way
    or the other."

    In addition, Mr. Luehrman does not believe that Mr. Owsley's
    discounted cash flow analysis is reliable.  As for Mr.
    Owsley's market approach analysis, Mr. Luehrman has
    reservations about whether that is what it actually is.  "Let
    me start with just the issue of comparability.  As I talked
    about when I was discussing my market approach analysis, a big
    part of the analysis is choosing the [comparables] and I tried
    to set forth an objective process in doing that and show a way
    who is in and who is out and why.  What Mr. Owsley has done is
    choose five comparables that I can't really tell how he
    chooses them, but they look a little suspicious to me.  They
    look like they were chosen to have low multiples, basically."

VFB LLC is represented by John A. Lee, Esq., Robin Russell, Esq.,
Joseph Holzer, Esq., Hugh Ray, Esq., Scott Locher, Esq., and
David Griffith, Esq., at Andrews & Kurth, LLP, in Houston, Texas.

Campbell's attorneys are Neal C. Belgam, Esq., at Blank Rome,
LLP, in Wilmington, Delaware; Richard P. McElroy, Esq., and Mary
Ann Mullaney, Esq., at Blank Rome, LLP, in Philadelphia,
Pennsylvania; and Michael W. Schwartz, Esq., David C. Bryan,
Esq., and Forrest G. Alogna, Esq., at Wachtell, Lipton, Rosen &
Katz, in New York.  (Vlasic Foods Bankruptcy News, Issue No. 50;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


W.R. GRACE: Court Approves Alternative Dispute Resolution Program
-----------------------------------------------------------------
Judge Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware approved the modified non-asbestos alternative dispute
resolution program.

As reported in the Troubled Company Reporter on August 13, 2004,
the modified ADR Program:

     (i) requires the Debtors, as an initial step, to file a
         formal claim objection to any disputed proof of claim and
         provide the claimant with an opportunity to respond to
         that objection, consistent with Rule 3007 of the Federal
         Rules of Bankruptcy Procedure, before the Debtors may
         submit the claim to the ADR Program;

    (ii) no longer contains as many opportunities for "foot-
         faults" that would automatically result in the
         disallowance of claims;

   (iii) requires negative notice for certain settlements; and

    (iv) contains a lower maximum for pre-approved settlements.

A copy of the Revised ADR Program is available at no charge at:

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

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. (W.R. Grace Bankruptcy News, Issue
No. 75; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WORLDCOM INC: Allows New York Life's Multi-Million Claims
---------------------------------------------------------
WorldCom, Inc., its debtor-affiliates and PT Cable, Inc., were
parties to various contracts and leases pertaining to the North
Pacific Cable, a fiber-optic cable between Japan and the United
States.  In December 2002, the United States Bankruptcy Court for
the Southern District of New York approved the Debtors' rejection
of the NPC Agreements, and authorized the abandonment of the
Debtors' ownership interest in the NPC, effective December 31,
2002.

In January 2003, PT Cable filed Claim Nos. 23173, 23174, 23175,
23176, 23177 and 23178 against the Debtors, asserting $52,102,226
each.  PT Cable alleges that the Claims arise from damages it
incurred as a result of the Debtors' rejection of the NPC
Agreements.

Subsequently, PT Cable assigned its Claims to New York Life
Insurance Company, New York Life Insurance & Annuity Corporation,
Jefferson Pilot Life Insurance Company and Jefferson Pilot
Financial Life Insurance Company.  New York Life Insurance filed
an Evidence of Transfer of Claims pursuant to Rule 3001 of the
Federal Rules of Bankruptcy Procedure with the Court evidencing
the assignment on September 27, 2004.

The Debtors disputed the amount of the Claims and asserted that
the Claims are duplicative.

To resolve their dispute, the Debtors and New York Life Insurance
stipulate that in full and complete satisfaction of the Claims,
New York Life Insurance will have:

   (1) an allowed Class 6 Claim for $1,208,779:

       -- $215,767 will be delivered by check payable to New York
          Life Insurance's counsel; and

       -- a certificate evidencing ownership of 8,630 fully paid
          and non-assessable shares of New MCI Common Stock will
          be issued to New York Life Insurance's counsel, for New
          York Life Insurance's benefit.

   (b) an allowed Class 6A Claim for $3,136,221:

       -- $1,321,917 will be delivered by check payable to New
          York Life Insurance's counsel; and

       -- a certificate evidencing ownership of 22,393 fully paid
          and non-assessable shares of New MCI Common Stock will
          be issued to New York Life Insurance's counsel, for New
          York Life Insurance's benefit.

New York Life Insurance will be entitled to all distributions made
to holders of Class 6 Claims and Class 6A Claims as if the
allowance of the Claims had occurred on the Effective Date of the
Plan.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (Worldcom Bankruptcy News,
Issue No. 66; Bankruptcy Creditors' Service, Inc., 215/945-7000)


YELLOWSTONE GATEWAY: Case Summary & 24 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Yellowstone Gateway Resorts LLC
        dba Gallatin Gateway Inn
        fka POW Associates LLC
        76405 Gallatin Road
        Bozeman, Montana 59718
        Tel: (406) 763-4672

Bankruptcy Case No.: 04-63446

Type of Business:  The Company operates a restored railroad hotel.
                   See http://www.gallatingatewayinn.com/

Chapter 11 Petition Date: November 16, 2004

Court: U.S. Bankruptcy Court, District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: James A. Patten, Esq.
                  Patten, Peterman, Bekkedahl, & Green
                  Suite 300, The Fratt Building
                  2817 2nd Avenue North
                  Billings, Montana 59101
                  Tel: (406) 252-8500
                  Fax: (406) 294-9500

Total Assets: $2,070,171

Total Debts:  $2,868,930

Debtor's 24 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Historic Inn Of Montana                        $40,923
PO Box 376
Gallatin Gateway, Montana 59730

Gallatin County Treasurer                      $32,629
311 West Main, Room 210
Bozeman, Montana 59715

Montana Department Of Revenue                  $14,213
Kim Davis
PO Box 5805
Helena, Montana 59604-5804

Parker, Heitz & Cosgrove                       $13,370
PO Box 7212
Billings, Montana 59103

Gaston Engineering                              $5,481

Yellowstone Journal                             $5,310

Associated Publishing                           $4,671

Liberty Northwest                               $4,308

House Of Clean                                  $3,727

Advanced Pool & Spa                             $1,993

Bozeman Chamber of Commerce                     $1,501

Kasting, Kauffman & Mersen                      $1,460

Staples                                         $1,117

Media Works                                       $720

Roger Strack                                      $670

Clear Channel                                     $650

Four Corners Hardware                             $635

Recycle-It, Inc.                                  $625

Bozeman Daily Chronicle                           $623

Mountain View Travel                              $554

Bell Plumbing                                     $545

BMI                                               $541

American Wildlands                                $500

Dell Computer                                     $464


* FTI Interim Management Now Called FTI Palladium Partners
----------------------------------------------------------
FTI Consulting, Inc. (NYSE: FCN), the premier provider of
corporate finance/restructuring, forensic and litigation
consulting, and economic consulting, today announced that its
dedicated interim management offering has launched a new name into
the marketplace: FTI Palladium Partners. The group is a core
practice within FTI Corporate Finance/Restructuring. It is being
led by the industry recognized interim management specialist, Greg
Rayburn and consists of a fully dedicated, accomplished team of
interim management practitioners.

Formerly known as FTI Interim Management Services, the new name -
FTI Palladium Partners -reflects the principles of the group to
act as a catalyst, and to partner with a company to stabilize
operations, restore credibility and protect vital interests when
facing financial or operational difficulties. Hired into key
interim management positions such as chief restructuring officer
or other executive roles, the professionals of FTI Palladium
Partners not only provide advice to existing management teams and
Boards, but also help develop and execute an agreed upon strategy
to change a company's course. To that end, they are accountable
for an underperforming company's turnaround success.

Current client engagements include: AaiPharma (serving as interim
COO and interim CFO), Bush Industries (serving as interim CEO),
DBMart (serving as CRO), DTN (serving as interim CFO) and Tricom
(serving as CRO).  Collective professional experience includes
interim management roles at: WorldCom, ICG Communications,
Sunterra Corporation, Arthur D. Little, Seitel and Lernout &
Hauspie among others.

Commenting on the launch of FTI Palladium Partners, DeLain Gray,
Corporate Finance/Restructuring leader said, "This branded
practice is important to differentiate a unique service offering
that demands a very specific skill set. We want the market to know
we are dedicated to serving complex large and middle-market
companies by taking interim CEO, CFO, COO and CRO positions."

"The professionals in this group are solely focused on interim
management engagements with the added benefit of being able to tap
into the broader resources of FTI and our market-leading Corporate
Finance/Restructuring practice."

Mr. Rayburn said "We are focusing both the quality of our
resources and our commitment to this offering under the banner of
FTI Palladium Partners."

"We recently made two senior-level hires, Randy Curran and James
Hyman, to complement an already accomplished group of interim
management experts. Our collective experience and talent makes us
the most attractive proposition in the industry when prospective
clients are assessing who can best execute a successful business
strategy, and in the process, make a long-lasting change to ensure
their company's future success," Mr. Rayburn said.

                        About FTI Consulting

FTI is the premier provider of corporate finance/restructuring,
forensic and litigation consulting, and economic consulting.
Strategically located in 24 of the major U.S. cities and London,
FTI's total workforce of approximately 1,000 employees includes
numerous PhDs, MBAs, CPAs, CIRAs and CFEs who are committed to
delivering the highest level of service to clients. These clients
include the world's largest corporations, financial institutions
and law firms in matters involving financial and operational
improvement and major litigation. FTI is on the Internet at
http://www.fticonsulting.com/


* Gordon Brothers Names Mark Schwartz New Chief Executive Officer
-----------------------------------------------------------------
Gordon Brothers Group, LLC, said Mark J. Schwartz has been
promoted to Chief Executive Officer and will continue to serve as
the company's President.  Mr. Schwartz succeeds Michael G. Frieze,
who has served as the company's Chief Executive Officer since
1984.  Mr. Frieze will become Chairman of the company.

Mr. Schwartz joined Gordon Brothers Group as President two years
ago to work with the firm's professionals in building the
company's strategic relationships with retailers and expanding its
equity and lending operations. Since then, Gordon Brothers has
completed seven acquisitions, doubled its lending portfolio, and
become one of the leading advisory firms assisting retailers in
the management of their operations or real estate portfolios.
Gordon Brothers has been an advisor, lender or investor in many of
the major consumer product transactions announced during this
period.

"Mark's investment and management expertise has been invaluable to
us as we've expanded our strategic position with retail, consumer
and industrial companies throughout the world," stated Mr. Frieze.
"During our 101-year history, Gordon Brothers Group has
continuously evolved to meet the changing needs of our clients and
investors.  Today the firm is well positioned to use its industry
expertise and capital resources to increase our market share. I'm
confident that Mark is the right person to lead this effort."

"The last two years have represented tremendous change for Gordon
Brothers Group, and I'm delighted to have the opportunity to lead
the company into the future," stated Mr. Schwartz.  "We have
expanded the firm's industry focus from retail to consumer
products and commercial and industrial equipment.  We have also
increased our product offerings, our geographic reach and our
emphasis on merchant banking activities.  Gordon Brother's ability
to achieve such a strong position in this competitive environment
is a tribute to Michael Frieze's leadership.  I look forward to
continuing to work with Michael and our talented professionals as
we help both our clients and our portfolio companies improve their
operations, use their resources more effectively and increase
their competitive market positions."

Mr. Schwartz has more than 22 years of experience in advising,
acquiring and managing consumer product companies in the United
States and Europe. Prior to joining Gordon Brothers Group, he
founded Palladin Capital Group, a New York merchant banking firm.
Mr. Schwartz was also responsible for acquiring Nine West Group
for Jones Apparel Group in 1999 and managed that firm's successful
restructuring as its Chairman and CEO.  As a former investment
banker at Merrill Lynch, Mr. Schwartz has managed many high
profile merger and acquisitions and initial public offerings in
the retail, consumer, commercial and industrial sectors.

Mr. Schwartz is also the former President of Rosecliff, Inc., a
New York leveraged buyout firm, and was an Officer of
Manufacturers Hanover Trust Co., now part of JP Morgan Chase.  He
has been the Chairman or Director of numerous public and private
companies and is currently a Director of Restoration Hardware,
Spencer Gifts, Andrew Marc and Laura Secord, all current or former
Gordon Brothers Group portfolio companies.  He is also a Trustee
of the Big Apple Circus, a non-profit charitable and performing
arts organization. Mr. Schwartz earned an MBA from the Harvard
Business School and a BS in Economics from the Wharton School of
the University of Pennsylvania.

Mr. Frieze joined Gordon Brothers Group 38 years ago and became
its Chief Executive Officer in 1984.  During his tenure, Gordon
Brothers has expanded to a full service provider of strategic and
capital solutions for retail, consumer product and industrial
companies.  Prior to joining Gordon Brothers, Mr. Frieze served as
a management consultant and owned and operated his own consumer
marketing business.  Mr. Frieze currently is a Director of Smart
Bargains and Party America, both Gordon Brothers Group portfolio
companies.  He exemplifies Gordon Brothers' commitment to the
community through his service on the boards of the Combined Jewish
Philanthropies of Greater Boston, American Technion Society, Dana-
Farber Cancer Institute, Children's Hospital, Brandeis University
and several other charitable organizations.  Mr. Frieze earned an
MBA from the Sloan School of Management of the Massachusetts
Institute of Technology and is a graduate of Bowdoin College.

Founded in 1903, Gordon Brothers Group, LLC --
http://www.gordonbrothers.com/-- provides customized global
advisory, acquisition, disposition and capital solutions to
companies at times of growth or restructuring.  The firm has over
150 professionals and 250 consultants operating out of 20 offices
in the United States, Europe and Asia.  During the past three
years Gordon Brothers Group has acquired or started more than
twelve companies, converted $12 billion of assets into cash,
managed more than 5,000 locations, mitigated over $3 billion of
real estate obligations and conducted appraisals on $100 billion
of assets and 7,000 properties.  Gordon Brothers currently has
eight divisions and majority or minority investments in seven
portfolio companies.  The firm is headquartered in Boston,
Massachusetts.


* Martin McFarland Joins Alvarez & Marsal as Managing Director
--------------------------------------------------------------
Alvarez & Marsal, a leading global professional services firm,
announced that real estate industry veteran Martin McFarland has
joined the firm's Real Estate Advisory Services group in Atlanta
as a Managing Director.

With more than 20 years of experience representing real estate
investors and owners, Mr. McFarland brings a proven track record
of helping clients to address critical real estate business
decisions.  He specializes in real estate acquisitions and
dispositions, development and construction management, real estate
capital market strategy and legal structures.  Prior to joining
A&M, McFarland was a Managing Director with Trammell Crow Company.
Earlier in his career, he was with Jones Lang LaSalle, a real
estate services and investment management firm, and Ernst & Young
Kenneth Leventhal.

"Martin brings an outstanding background in real estate consulting
to Alvarez & Marsal and is an excellent addition to our growing
team," said William "Biff" McGuire, head of A&M's Real Estate
Advisory Services in Texas.  "His substantial expertise in
development, real estate-related legal structures and capital
market activities will be invaluable in serving a broad array of
clients."

Mr. McFarland earned a bachelor of science degree in architecture
from Georgia Tech, an MBA from the University of Virginia and a JD
from Georgia State University.  He is a member of the Georgia Bar,
ULI, NAIOP and is a real estate broker in several states.

Alvarez & Marsal's Real Estate Advisory Services group, based in
offices throughout the U.S., provides services including:
transaction advisory services for real estate buyers, sellers,
investors and lenders; restructuring and real estate litigation
services, including consulting and expert witness services related
to real estate matters; strategy and operations services,
including executive management consulting to institutional owners,
investors, lenders and users of real estate; and owner advisory
services, including financial strategies and execution for private
companies and institutional owners of real estate.

                      About Alvarez & Marsal

Founded in 1983, Alvarez & Marsal is a global professional
services firm that helps businesses and organizations in the
corporate and public sectors navigate complex business and
operational challenges.  With professionals based in locations
across the U.S., Europe, Asia, and Latin America, Alvarez & Marsal
delivers a proven blend of leadership, problem solving and value
creation.  Drawing on its strong operational heritage and hands-on
approach, Alvarez & Marsal works closely with organizations and
their stakeholders to help address complex business issues,
implement change and favorably influence results.   Alvarez &
Marsal's service offerings include Turnaround Management
Consulting, Crisis and Interim Management, Creditor Advisory,
Financial Advisory, Dispute Analysis and Forensics, Real Estate
Advisory, Business Consulting and Tax Advisory.  For more
information about the firm, visit http://www.alvarezandmarsal.com/


* Ropes & Gray to Combine with Intellectual Property Firm
---------------------------------------------------------
Ropes & Gray, a leading national law firm, has reached an
agreement in principle to combine with Fish & Neave, a preeminent
intellectual property (IP) law firm, with offices in New York,
Palo Alto, and Washington, D.C.

"This is a significant development in the strategy we set forth
for the firm, and will create a powerful resource for our
clients," said Ropes & Gray's Chairman, R. Bradford Malt.
"Developing intellectual property has been an important initiative
for Ropes & Gray.  In a short time, we've built a highly ranked
practice in Boston, and gradually expanded to our other locations
through targeted lateral acquisitions.  By adding our Fish & Neave
colleagues, we will offer greater breadth and depth of services to
our clients.  They are pioneers in the IP community and we
couldn't ask for a better partner."

The resulting combination will significantly enhance the national
presence of both firms: for Fish & Neave, by adding a broad,
full-service platform for Fish & Neave's IP clients, and for Ropes
& Gray, by deepening its existing IP capabilities.  Once combined,
the firm will have approximately 750 lawyers and 50 patent agents
and technical specialists.  Ropes & Gray Managing Partner, John T.
Montgomery, noted: "The addition of Fish & Neave will expand our
litigation capacity to more than 250 lawyers, enhancing a national
practice already focused on complex civil litigation and
government enforcement in the areas of securities, financial
services, life sciences, insurance, technology, and other areas."

Jesse J. Jenner, Chairman of Fish & Neave, LLP, said: "This is a
remarkable combination of culture, capabilities and clients.
Ropes & Gray's long history of achievement and diverse roster of
blue-chip clientele is the perfect complement to our own.  In
areas like healthcare, life sciences, technology and financial
services, Ropes & Gray's standing and capabilities complement and
match ours in intellectual property.  Together, we believe we'll
have the premier full-service intellectual property practice in
the nation."

William J. McCabe, Fish & Neave's Managing Partner, noted that,
". . . this merger is the best way for Fish & Neave to build on
the unparalleled success of the past 125 years.  Our new firm will
allow us to sustain and grow our core intellectual property
capability, while, at the same time, enabling us to offer our
clients the full service, general practice capabilities of a
leading national law firm.  We see this combination as part of the
natural evolution of our firm."

Ropes & Gray has followed a specific strategy of adding to core
capabilities in its four offices, through targeted, specific
combinations of other law firms, practice groups, or lateral
lawyers.  Last year's combination of private equity and itigation-
focused Reboul, MacMurray significantly expanded Ropes & Gray's
New York office.  Following this combination, the number of New
York lawyers will grow to 200.

Fish & Neave is noted as a "Global Guardian" by IP Law & Business
as representing several of the world's largest companies in patent
prosecution and litigation, including Ford Motor Company, Lucent,
Georgia-Pacific, AstraZeneca, Biogen Idec and Vertex
Pharmaceuticals.  The firm is ranked as the Leading IP firm in New
York in the 2004-2005 edition of Chambers USA America's Leading
Business Lawyers.

The combination is expected to be effective January 1, 2005,
subject to completion of diligence and definitive documentation.
The firm will operate under the name Ropes & Gray LLP, and the
intellectual property practice of the combined firm is expected to
be called the Fish & Neave Intellectual Property Group of Ropes &
Gray.

For 125 years, Fish & Neave has focused exclusively on IP law.
The firm has a deep and experienced IP team consisting of 160 IP
attorneys and 35 additional professionals.  The firm's founding
dates back to representing the Wright Brothers, Edison, and Bell.
Fish & Neave lawyers have 85 advanced degrees in science and
engineering covering more than three dozen specific disciplines
including biochemistry, cellular biology, polymer science,
electrical engineering, genetics, and experimental medicine.

Ropes & Gray LLP provides comprehensive legal services to leading
businesses and individuals around the world.  Clients benefit from
expertise combined with unwavering standards for integrity,
service, and responsiveness.  With offices in preeminent centers
of finance, technology and government, Ropes & Gray is ideally
positioned to address today's most pressing legal and business
issues.  Capabilities include antitrust, bankruptcy and business
restructuring, corporate mergers and acquisitions, employee
benefits, environmental, health care, intellectual property and
technology, international, investment management, labor and
employment, life sciences, litigation, private equity and venture
capital, private client services, real estate and tax.  The firm
has offices in Boston, New York, San Francisco, and Washington,
D.C. For further information, please visit
http://www.ropesgray.com/


* SSG Capital and Capstone Form Secondary Advisory Joint Venture
----------------------------------------------------------------
Capstone Partners, L.P. and SSG Capital Advisors, L.P. have formed
a joint venture designed to provide a turnkey solution to limited
partners desiring to sell private equity interests.  The
partnership combines Capstone's extensive relationships with
investors in North America and Europe with SSG's private equity,
valuation, structuring and execution capabilities.

Secondary transaction volume has grown dramatically over the last
several years, to in excess of $9 billion in 2003. The rise has
been fueled by the significant commitment to primary private
equity funds, the substantial increase in capital committed to
dedicated secondary funds, and a growing base of "non-traditional"
buyers of secondary interests. According to consensus industry
sources, secondary transaction volume is projected to exceed $30
billion over the next several years.

The principals of Capstone initially sensed demand for seller
advisory services in 1997 following an inquiry from a large
corporate pension fund seeking assistance in divesting partnership
interests. In 2001, Capstone conceptualized and assisted in the
formation of one of the first independent seller advisory firms,
and successfully sourced seller advisory mandates from a diverse
base of institutional limited partners. According to Richard
Bowman, the co-founder of Capstone, "given our previous success in
providing our investor relationships with liquidity solutions, we
invested considerable efforts in identifying a partner with
extensive secondary market intelligence, valuation and structuring
expertise. SSG has each of these capabilities, and has proven to
be a terrific partner in helping us create solutions for limited
partners."

Bowman noted that "over half of SSG's merger and acquisition
business involves selling private equity backed portfolio
companies. Through their merger and acquisition practice, SSG has
gained a unique understanding of the portfolios of the country's
leading private equity firms. That has provided SSG keen insight
as to how to value limited partnership interests."

Jonathan Costello joined SSG Capital Advisors, L.P. in 2003 as
Practice Leader of Private Equity Services. Costello has been
active in private equity since 1994 and brings significant
experience as both an institutional limited and general partner of
private equity funds. Prior to joining SSG, Costello was
associated with Safeguard Scientifics, Inc. (NYSE:SFE) where as
Director of Fund Investments, he managed a $300 million portfolio
of buyout and venture fund interests. Mark Chesen, President of
SSG, commented that "we see the limited partnership seller
advisory business as a logical extension of SSG's core business.
We have completed several engagements for institutional clients.
Our joint venture with Capstone allows us to leverage our
collective experience in the space, and Capstone's broad
relationships with LP's globally."

About Capstone Partners: Capstone Partners
(www.capstonepartnerslp.com)is recognized as a leading funds
placement agent focused on raising capital for high-quality
investment firms specializing in private equity and other
alternative asset investment strategies. Their vision of a
successful relationship is a hands-on partnership where their
insights into the market, in depth understanding of their client,
and longstanding investor relationships significantly contribute
to the ultimate success of their clients. Their unique focus,
culture, fundraising approach, and extensive relationships provide
the foundation upon which they differentiate themselves.

With offices in Philadelphia, New York and Cleveland, SSG Capital
advisors, L.P. -- http://www.ssgca.com/-- advises middle market
businesses nationwide and in Europe that are undercapitalized
and/or facing turnaround situations. With more than 100 investment
banking assignments completed in the last five years, the firm is
recognized for its expertise in mergers and acquisitions; private
placements of debt and equity; complex financial restructurings,
and valuations and fairness opinions. In addition, SSG assists
institutional and individual limited partners, throughout the
country, in selling their private equity fund interests into the
secondary market.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
November 29-30, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Eleventh Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Plaza Hotel - New York City
               Contact: 1-800-726-2524; 903-592-5168;
                        or dhenderson@renaissanceamerican.com

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900 or http://www.turnaround.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, Massachusetts
         Contact: 1-703-739-0800 or http://www.abiworld.org/

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.



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