TCR_Public/041125.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

        Thursday, November 25, 2004, Vol. 8, No. 259  

                          Headlines

3 GENERATIONS PLUMBING: Case Summary & Largest Unsecured Creditors
AMERICAN TRANSPORTATON: Case Summary & Largest Unsecured Creditors
APM INC: Has Until Friday to Make Lease-Related Decisions
APM INC: Creditors Must File Proofs of Claim by Nov. 29
ATA AIRLINES: Judge Lorch Approves Midway Sale Bidding Procedures

ATA AIRLINES: Will Pay $3.25 Million Break-Up Fee to AirTran
BANC OF AMERICA: Fitch Puts BB Rating on $996K Class CB-4 Certs.
BANC ONE/FCCC: Fitch Upgrades Rating on $15M Class H to 'BB+'
BLUEGREEN CORP: S&P Revises Outlook on Low-B Ratings to Positive
BOYD GAMING: Fitch Lifts Sr. Unsec. & Sub. Debt Ratings to 'BB-'

BROKERS INC: Case Summary & 15 Largest Unsecured Creditors
CALPINE CORP: Inks $400 Mil. Sale-Leaseback Transaction with GE
CATHOLIC CHURCH: Spokane Moves Chapter 11 Filing Date to Dec. 6
CHINA WORLD: Raises $30 Million in Equity Financing from Cornell
COINMACH CORP: S&P Slices Corporate Credit Rating to 'B'

COLONIAL EXETER: U.S. Trustee Fails to Form Creditors Committee
COLONIAL EXETER: Dennis J. Wortman Approved as Bankruptcy Counsel
COMPUTER ASSOCIATES: Names John Swainson President & CEO-Elect
CONSOLIDATED FREIGHTWAYS: Court Confirms Plan of Liquidation
CROMPTON CORP: Moody's Puts Ba2 Rating on $220M Secured Facility

CSFB MORTGAGE: S&P Junks Three Series 2000-FL1 Certificate Classes
CSFB MORTGAGE: S&P Junks Three Series 2001-FL2 Certificate Classes
DANA CORP: Fitch Upgrades Senior Unsecured Debt Rating to 'BB+'
DICK'S SPORTING: S&P Places B Rating on $172.5 Sr. Unsecured Debt
DOANE PET: S&P Upgrades Corporate Credit Rating One Notch to 'B'

EL PASO: Closes $3 Billion Replacement Credit Facility
ELAN CORP: Increased Liquidity Prompts S&P to Lift Ratings to 'B'
ENRON CORP: Gets Court Nod to Buy More Equity Interests in Trakya
ESSELTE GROUP: S&P Junks Subordinated Debt Rating
EVERGREEN INVESTMENTS: Plans to Liquidate & Close Two Funds

FAIRFAX FIN'L: Buys Outstanding Notes with New Exchangeable Debt
FISHERS OF MEN: Bankruptcy Court Dismisses Chapter 11 Case
GE CAPITAL: Fitch Junks Ratings on Seven Certificate Classes
GENERAL GROWTH: Moody's Slices Unsecured Debt Rating to Ba2
GERDAU AMERISTEEL: Posts $144.3 Million Net Income in 3rd Quarter

GMACM MORTGAGE: Fitch Puts Low-B Ratings on Classes B-1 & B-2
GRIFFIN FARM: Case Summary & 4 Largest Unsecured Creditors
HATTERAS INCOME: Board Approves Plan of Liquidation & Termination
HCM KANSAS CITY: Voluntary Chapter 11 Case Summary
HOME EQUITY: S&P Downgrades Classes MF-2's & BV's Ratings to 'BB'

HUFFY CORP: U.S. Trustee Raises Objections to DIP Financing
HUFFY CORP: Will Divest Skating & Hockey Equipment for $1.6 Mil.
HUFFY CORP: U.S. Trustee Picks 7-Member Creditors' Committee
INDYMAC HOME: Moody's Lowers Ratings on Five Classes After Review
INTEGRATED HEALTH: Tennessee Wants More Time to Amend Tax Claims

KAISER ALUMINUM: Promotes Mktg. Executives R. Weiss & T. Donnelly
KRONOS INT'L: Prices EUR90 Million Sr. Notes via Private Placement
KRONOS INT'L: Fitch Rates Planned EUR90 Million Sr. Debt at 'BB'
LAKESIDE INVESTMENTS: Case Summary & 3 Largest Unsecured Creditors
LANDMARK IV: Moody's Places Ba2 Rating to $10.5M Class B-2L Notes

LTX CORP: S&P Revises Outlook on Junk & Low-B Ratings to Negative
MOLECULAR IMAGING: Sept. 30 Stockholders' Deficit Nears $4 Million
MOONEY AEROSPACE: Creditors Must File Proofs of Claim by Nov. 30
MORGAN STANLEY: Fitch Puts Low-B Ratings on Three Cert. Classes
NAT JOSEPH CATERING: Case Summary & Largest Unsecured Creditors

NDCHEALTH CORP: Amends Credit Facility for Operating Flexibility
NEWAVE INC: Reports $515,029 3rd Quarter Net Loss
NEWAVE INC: Inks Marketing & Merchandising Pact with Hi Speed
NORTHWEST AIRLINES: Successfully Restructures $975 Mil. Bank Loan
NORTHWEST AIRLINES: S&P Affirms B Ratings on $975 Mil. Term Loans

OAKWOOD HOMES: S&P Ratings on Three Classes Tumble to 'D'
PEGASUS SATELLITE: Wants to Amend Employee Retention Program
PILLOWTEX: Asks Court to Approve Beacon Blankets Settlement Pact
PRIMARY ENERGY: Moody's Rates Planned $165M Sr. Secured Loan B2
PROVIDIAN FINANCIAL: Completes $850 Million Term Securitizations

RCN CORP: Creditors Committee to Amend C&TA's Retention Terms
RITE AID: Fitch Puts Single-B Ratings on $3.9 Bil. Bonds & Loan
SALOMON BROTHERS: Fitch Junks Three Certificate Classes
SALTON INC: Constrained Liquidity Prompts S&P to Pare Ratings
SCHLOTZSKY'S INC: Bankruptcy Court Approves Auction & Sale Plan

SEITEL INC: Stockholders to Consider 2004 Stock Plan on Dec. 15
SEQUOIA MORTGAGE: Fitch Places Low-B Ratings on Classes B-4 & B-5
SPIEGEL INC: Gets Court Nod to Terminate Executive Retirement Plan
STAR NAVIGATION: Files Notice of Default Stating Delinquent Filing
STELCO INC: Negotiates Amended Deutsche Bank Commitments

SUNRISE CDO: Moody's Junks $17.05M Class C Secured Notes
TECH DATA: Earns $37.8 Million of Net Income in Third Quarter
TRICOM S.A.: Sept. 30 Balance Sheet Upside-Down by $170.5 Million
TRUMP HOTELS: Gets Interim OK to Use Noteholders' Cash Collateral
TRUMP HOTELS: Wants to Hire Latham & Watkins as Bankruptcy Counsel

TRUMP HOTELS: Bankruptcy Spurs Moody's to Junk Subsidiary Ratings
TRW AUTOMOTIVE: S&P Places BB+ Ratings to $1.9B Sr. Sec. Facility
U.S. ENGINE INC: Case Summary & 20 Largest Unsecured Creditors
U.S. STEEL: Receives $173.5 Million Financing from GE Commercial
UAL CORP: Fee Review Committee Issues April to June 2004 Report

URANIUM RESOURCES: Wants to Increase Authorized Shares to 12 Mil.
WELLS FARGO: Fitch Places Low-B Ratings on B-4 & B-5 Cert. Classes
WKI HOLDING: S&P Affirms B Corporate Credit & Sr. Secured Ratings
WYNN LAS VEGAS: Prices Cash Tender Offer for $247.6 Million Notes

* Kirkland & Ellis Opens Second European Office in Munich, Germany
* Wilmer Cutler Expands Global Reach with New Beijing Office

                          *********

3 GENERATIONS PLUMBING: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: 3 Generations Plumbing & Heating
        988 Tabor Road
        Morris Plains, New Jersey 07950

Bankruptcy Case No.: 04-47100

Type of Business:  The Company provides plumbing and heating
                   services.

Chapter 11 Petition Date: November 23, 2004

Court: District of New Jersey (Newark)

Debtor's Counsel: Steven P. Kartzman, Esq.
                  Mellinger, Sanders & Kartzman, LLC
                  101 Gibraltar Drive, Suite 2F
                  Morris Plains, New Jersey 07950
                  Tel: (973) 267-0220

Total Assets:   $317,553

Total Debts:  $1,028,517

Debtor's 20 Largest Unsecured Creditors:

    Entity                       Nature Of Claim    Claim Amount
    ------                       ---------------    ------------
Sovereign Bank                   Inventory,             $146,000
2 Aldwyn Lane                    equipment, accounts
Villanova PA 19085

General Plumbing Supply, Inc.                           $142,430
PO Box 980
Edison, New Jersey 08818-0980

Plumbers & Pipefitters Local 9                          $130,489
c/o IE Shaffer
PO Box 1028
Trenton, New Jersey 08628-0230

Asco                                                    $120,000
475 Route 9
South Woodbridge, New Jersey 07095

Professional Insurance                                   $60,074
Association Inc.

Patterson-Kelley                                         $50,734

Distribution Fund of Local 14                            $39,578

American Standard Companies                              $28,671

Alan W. Falconer, Esq.                                   $28,592

Uma Collections                                          $27,783

Jersey Insulation Company                                $25,900

Bruce Supply Corporation                                 $25,797

Lum, Danzis, Drasco & Positan                            $21,773

Aegis Security Insurance Company                         $15,000

Cooper, Rose & English, LLP                              $14,056

Bravante & Associates, Inc.                              $12,341

William Travisano Plumbing                               $11,300

One Beacon                                               $10,907

Ridgewood Corporation                                    $10,138

Best Construction Company, Inc.                          $10,067


AMERICAN TRANSPORTATON: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: American Transportation Companies Inc.
        316 North Court Street
        Medina, Ohio 44256

Bankruptcy Case No.: 04-56243

Chapter 11 Petition Date: November 17, 2004

Court: Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: Howard E. Mentzer, Esq.
                  Robert S. Thomas, II, Esq.
                  One Cascade Plaza, 20th Floor
                  Akron, Ohio 44308
                  Tel: (330) 376-7500

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                       Nature Of Claim    Claim Amount
    ------                       ---------------    ------------
Huntington National Bank         Blanket Lien         $2,100,000
PO Box 2059                      against all
Columbus, Ohio 43216             business assets

Bill A. Chambers                                        $361,806
Route 1 Box 57A
Millboro, Virginia 24460

Robert L. Strickland                                    $197,000
3670 Clay Mountain Drive
Medina, Ohio 44256

CBP Distribution III LLC                                $177,386
Chelm Prop
31000 Aurora Road
Solon, Ohio 44139

Robert L. Strickland                                     $61,197

Tyler Transportation                                     $59,661

Unigroup Worldwide, Inc.                                 $49,729

Dawnson Insurance Company                                $48,505

Fedex Custom Critical                                    $33,929

Rease, Strickland, Berry, Grubb                          $33,500

Broadway Moving & Storage                                $28,821

C.A.F.                                                   $23,696

Ohio Bureau of Workers                                   $19,000
Compensation

Fry Wagner Moving & Storage                              $18,450

SBC Ameritech                                            $17,667

Demming's Truck Service, Inc.                            $11,772

Airland Express Inc.                                     $11,197

Atlas Van Lines International                             $9,739

Montana Transfer                                          $9,551

Southern Nevada Movers, Inc.                              $8,690


APM INC: Has Until Friday to Make Lease-Related Decisions
---------------------------------------------------------                  
The Honorable Christopher M. Klein of the U.S. Bankruptcy Court
for the Eastern District of California extended until Nov. 26,
2004, the period within which APM, Inc., can elect to assume,
assume and assign, or reject its unexpired nonresidential real
property leases.

APM Inc. explains to the Court that it is a party to two ten-year
and one two-year nonresidential real property leases for its
headquarters and manufacturing facilities located at 437, 441 and
451 Industrial Way, Benicia, California 94510.  The lessor under
the three leases is Calwest Industrial Holdings.

The Debtor relates that the three leases are critical to its
ongoing business operations because it is where all of its
administrative, storage and manufacturing operations takes place.

The Debtor adds that the extension will give it more time to
analyze the importance of the three unexpired leases in connection
with its reorganization options because it is still in the process
of formulating a plan of reorganization. The extension will give
it more time to decide whether assumption of the three leases will
be in the interests of the creditors and include it in the
proposed plan.

The Debtor assures Judge Klein that it is has sufficient income to
meet all its current rent obligations to CalWest Industrial and
the extension will not prejudice the creditors and any parties in
interest.

Headquartered in Los Altos, California, APM, Inc., is engaged in  
the business of distributing and marketing wine bottles, capsules  
and corks to the international wine industry. The Company filed  
for chapter 11 protection on July 27, 2004 (Bankr. E.D. Cal. Case  
No. 04-27694). George C. Hollister, Esq., in Sacramento, Calif.,  
represents the Company in its restructuring efforts. When the  
Debtor filed for protection from its creditors, it reported assets  
of over $1 million and debts of over $10 million.


APM INC: Creditors Must File Proofs of Claim by Nov. 29
-------------------------------------------------------            
The United States Bankruptcy Court for the Eastern District of  
California set Nov. 29, 2004, as the deadline for all creditors
owed money by APM, Inc., on account of claims arising prior to
July 27, 2004, to file their proofs of claim.

Creditors must file their written proofs of claim on or before the  
November 29 Claims Bar Date, and those forms must be delivered to:

         Clerk of the Bankruptcy Court
         Sacramento Division
         501 I St., Ste. 3-200
         Sacramento, California 95814

Headquartered in Los Altos, California, APM, Inc., is engaged in  
the business of distributing and marketing wine bottles, capsules  
and corks to the international wine industry. The Company filed  
for chapter 11 protection on July 27, 2004 (Bankr. E.D. Cal. Case  
No. 04-27694). George C. Hollister, Esq., in Sacramento, Calif.,  
represents the Company in its restructuring efforts. When the  
Debtor filed for protection from its creditors, it reported assets  
of over $1 million and debts of over $10 million.


ATA AIRLINES: Judge Lorch Approves Midway Sale Bidding Procedures
-----------------------------------------------------------------
As previously reported, Terry E. Hall, Esq., at Baker & Daniels,
in Indianapolis, Indiana, asserts that the proposed Bidding
Procedures are designed to maximize the realizable value of ATA
Airlines and its debtor-affiliates' Assets for the benefit of
their estates, particularly in light of the Debtors' extensive
prepetition efforts to negotiate a transaction with respect to the
Midway Assets.  The Bidding Procedures provide a comprehensive
system to give notice to Qualified Bidders of the Debtors' desire
and willingness to consider offers for one or more Transactions.  
The Bidding Procedures provide an efficient, fair, and open
framework for all interested Qualified Bidders to make proposals
to enter into a Transaction to acquire the Debtors' Assets.

The AirTran Transaction has already been covered in the national
media.  The Debtors expect that their efforts to solicit a higher
or otherwise better offer for their assets will receive continued
coverage in the media, including airline industry publications.

The Debtors ask the United States Bankruptcy Court for the
Southern District of Indiana to approve the Bidding Procedures.

                          More Responses

(A) Washington Trust

Washington Trust Company holds certain interests in 21 aircrafts
in the Debtors' possession.  Washington Trust asks the Court to
deny the proposed Bidding Procedures unless it is amended to
address its objections.

Andrew I. Silfen, Esq., at Arent Fox, PLLC, in Washington D.C.,
explains that the Bidding Procedures fail to provide a clear
statement regarding the assets the Debtors intend to sell.  In
effect, creditors and other parties-in-interest, including
Wilmington Trust, cannot:

   (1) determine whether the proposed sale affects property in
       which they have an interest;

   (2) seek protection under Section 363(f) of the Bankruptcy
       Code with regards to their liens and security interests;

   (3) determine whether their secured creditor rights are
       protected; and

   (4) assess whether a proposed purchaser can provide adequate
       assurances of future performance under an executory
       contract or unexpired lease.

Given the uncertainty, creditors cannot file objections based on
adequate performance by the proposed November 29, 2004 deadline.

                Notices Do Not Remedy the Problems

The Debtors propose to serve the Transaction Notice and the Cure
Notices within two days upon approval of the Bid Procedures, and
thus prior to the Auction.  Mr. Silfen tells the Court that the
notices do not provide the identity of the successful bidder at
the Auction, the identity of the assets purchase, or the purchase
price.

The Assumption Notice, which will be served after the Auction,
identifies the specific contracts and leases for assumption and
assignment.  However, the notice will only be filed with the
Court rather than served on parties-in-interest.  It is unclear
whether the notice will be filed prior to the Transaction
Hearing.  

Parties-in-interest also cannot obtain the information by
attending the Auction because they are not allowed to attend.

Washington Trust proposes that the Debtors be required to provide
notice of the Auction results sufficiently prior to the
Transaction Hearing.

                 Excessive Control to the Debtors

Washington Trust complains that the Bidding Procedures grant the
Debtors and the notice parties limited to the ATSB Lenders, the
Official Committee of Unsecured Creditors, and the City of
Chicago excessive control over the Auction, which would:

   * deprive potential bidders of a clear understanding of how
     the Auction will be conducted;

   * chill the bidding process to the detriment of the estates
     and their creditor; and

   * greatly increase the chances that the results of the Auction
     are challenged to the detriment of the estates and their
     creditors.

Clear Auction rules must be incorporated in the Bidding
Procedures, Mr. Silfen asserts.

Mr. Silfen further informs the Court that the Debtors have not
provided copies to parties-in-interest, including Wilmington
Trust, of the Definitive Agreement proposed to be signed by
November 4, 2004.  Copies should be made available to Wilmington
Trust immediately.

(B) Goodrich Corporation

Goodrich Corporation provides wheel and brake services for ATA's
aircraft fleet.  Goodrich objects to the proposed Bidding
Procedures because:

   * the Debtors are given broad unilateral rights to amend the
     Bidding rules;

   * a Definitive Agreement regarding the AirTran Transaction has
     not been made publicly available; and

   * inadequate notices are provided to creditors who are parties
     to executory contracts and unexpired leases.

According to Dennis O'Dea, Esq., at Heller Ehrman White &
McAuliffe, LLP, in New York, when amending the Bidding rules, the
Debtors are only required to provide notices and consult with the
ATSB Lenders, the Creditors Committee and the City of Chicago.
The Debtors are not required to seek Court review or approval.  

In addition, a substantial portion of the Bidding Procedures,
including the Break-Up Fee and Expense Reimbursement provisions,
relate to the terms of the Definitive Agreement.  Interested
parties could not fully evaluate the Bidding Procedures without
knowing those terms.

Mr. O'Dea also relates that the notices are only provided to
"material executory contracts."  However, "material" is not
defined.  In addition, it does not adequately address the
resolution of cure disputes with respect to contracts or leases.

Goodrich suggests that the approval of the Bidding Procedures be
postponed until all interested parties have had an opportunity to
review the Definitive Agreement.

            Debtors Sign Definitive Pact With AirTran

At the hearing on the approval of the Bidding Procedures, the
Debtors presented to the Court an Asset Acquisition Agreement with
AirTran Airways, Inc., dated November 16, 2004.

The Definitive Agreement is subject to the approval of the
Creditors Committee and the ATSB Lenders.

                          *     *     *

"The Bid Procedures are reasonable, represent a sound exercise of
Debtors' business judgment and are in the best interest of
Debtors' estates," Judge Lorch says.

Accordingly, Judge Lorch approves the Bidding Procedures, subject
to certain modifications.  All objections to the Bidding
Procedures, to the extent not resolved or withdrawn, are
overruled.

The Debtors may seek Court approval of one or more transactions to
one or more Qualified Bidders which the Debtors, with the approval
of the ATSB Lenders, the Creditors Committee and the City of
Chicago, determine to have made the offer or offers for any or all
of their Assets that maximize the overall value of their estates.

Auction will begin December 13, 2004, at the Indianapolis office
of Baker & Daniels, and continue thereafter until completed.

The Court will convene a hearing to consider any sale transaction
on December 16, 2004.  Objections to the AirTran Transaction must
be filed by December 10.  Objections to any alternative
transaction must be filed by December 15.

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


ATA AIRLINES: Will Pay $3.25 Million Break-Up Fee to AirTran
------------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 10, 2004, ATA
Airlines and its debtor-affiliates asked the United States
Bankruptcy Court for the Southern District of Indiana to approve
certain bid protections for AirTran Airways, Inc.

The Debtors acknowledge AirTran's expenditure of time, energy and
resources in pursuing the sale of the Debtors' assets at Midway
International Airport.  Hence, in the event the Debtors consummate
a transaction with another bidder, the Debtors will pay AirTran a
break-up fee of 3% of the Acquisition Price and reimburse AirTran
for all of its reasonable out-of-pocket fees and expenses, not to
exceed $1,000,000 in the aggregate.

The Debtors ask the United States Bankruptcy Court for the
Southern District of Indiana to overrule the Official Committee of
Unsecured Creditors' and Southwest Airlines' objections to the
proposed Break-up Fee.  The Debtors assert that:

    1. Applicable law supports the use of break-up fees under
       appropriate circumstances; and

    2. The Break-Up Fee represents an exercise Of the Debtors'
       business judgment and is in the best interests of the
       estates.

Melissa M. Hinds, Esq., at Baker & Daniels, in Indianapolis,
Indiana, reminds Judge Lorch that in Official Committee of
Subordinated Bondholders v. Integrated Resources, Inc. (In re
Integrated Resources, Inc.), 147 B.R. 650 (Bankr. S.D.N.Y. 1992),
appeal dismissed, 3 F.3d 49 (2d Cir. 1993), the district court
affirmed the bankruptcy court's application of the business
judgment rule to a debtor's consideration of a break-up fee and
order approving contractual break-up fee and expense reimbursement
agreement.  The district court stated that the "business judgment
rule is available when a majority of a corporation's independent
and disinterested outside directors have approved a transaction"
and explained that a contrary test was not appropriate unless
there was evidence to the contrary:

     ". . . the appropriate test is the 'entire fairness'
     of a transaction, rather than the business judgment
     rule, only 'in the face of illicit manipulation' of
     a board's deliberative processes by self-interested
     corporate fiduciaries . . . A bankruptcy court should
     uphold a break-up fee which was not tainted by self-
     dealing and was the product of arm's-length negotiations."

The district court explained that "[t]he usual rule is that if
break-up fees encourage bidding, they are enforceable; if they
stifle bidding they are not enforceable.  In fact, because the
directors of a corporation have a duty to encourage bidding,
break-up fees can be necessary to discharge the directors' duties
to maximize value."

In In re S.N.A. Nut Company, 186 B.R. 98, 104 (Bankr. N.D. Ill.
1995), the Bankruptcy Court for the Northern District of Illinois
explained that "[t]he test is whether the payment of a breakup fee
is in the best interests of the estate."  The Eighth Circuit
Court in In re Wintz, 230 B.R. 840, 846-47 (8th Cir. B.A.P. 1999)
also held that ". . . the test is whether the bankruptcy court, in
its discretion, properly determines that the proposed fee, and the
transaction as a whole, make economic sense and are in the best
interest of the bankruptcy estate and its creditors."

Ms. Hinds relates that the Debtors' efforts in soliciting offers
and exploring potential Transactions have been exhaustive.  
Despite these efforts, only AirTran made a firm and feasible
proposal with respect to the transfer of the Midway Assets.  The
Debtors are determined to award a $3,750,000 Break-Up Fee to
AirTran as "stalking horse bidder" because of:

   -- the necessity of a "stalking horse bidder" to stimulate a
      timely competitive bidding; and

   -- AirTran's expenditure of significant time, energy and
      resources in connection with the AirTran Transaction.

The Southwest Objection accurately states that other parties,
namely, Southwest and America West, have expressed interest in
purchasing some or, in the case of America West, effectively all
of the Debtors' assets.  Ms. Hinds, however, points out that
"interest" does not equal commitment, nor does it mean that either
of these parties have made a firm proposal that will win the
approval of the City of Chicago or meet the timing needs of the
Debtors.

"The reluctance to date of bidders other than AirTran to step
forward demonstrates that a stalking horse bidder is necessary to
stimulate competitive bidding, which should ultimately generate
greater value for the Debtors' estates," Ms. Hinds tells Judge
Lorch.

Ms. Hinds also notes that the Debtors have included the City of
Chicago in the negotiations because the City's approval is
necessary for the transfer of the Midway Assets.  In addition to
Chicago's critical support, any successful transaction must fit
within a very tight time frame.  Upon the 61st day of these
Chapter 11 cases, the Debtors are required to "cure" their
defaults on certain aircraft leases pursuant to Section 1110 of
the Bankruptcy Code.  At this point, if a transfer of the Midway
Assets has not been consummated, the Midway "Assets" turn into a
liability, as the Debtors will not have sufficient cash on hand to
satisfy the Section 1110 Obligations and continue to maintain
operations.

Therefore, it is absolutely essential to the success of the
Debtors' reorganization that the transfer of the Midway Assets
closes prior to the 61st day of the Chapter 11 cases.

The Debtors and AirTran have entered into a definitive agreement
for the sale of the Midway Assets on November 16, 2004.  Ms. Hinds
says the Definitive Agreement contemplates a closing date in
advance of December 27, 2004.

                          *     *     *

The Court permits the Debtors to pay a $3.25 million Break-Up Fee
to AirTran.  If and to the extent AirTran becomes entitled to
receive the Break-Up Fee, AirTran will not receive any Expense
Reimbursement.

The Debtors are authorized to pay Expense Reimbursement to
AirTran, to the extend AirTran becomes entitled to receive
reimbursement for its expenses not to exceed $1 million in
connection with any due diligence, analysis and negotiation of the
AirTran Transaction, without payment of any Break-Up Fee.

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


BANC OF AMERICA: Fitch Puts BB Rating on $996K Class CB-4 Certs.
----------------------------------------------------------------
Banc of America Funding Corporation's mortgage pass-through
certificates, series 2004-B, are rated by Fitch Ratings as
follows:

   * Group 1 certificates:

     -- $122,430,000 classes 1-A-1, 1-A-2, 1-X-1, 1-X-2, 'AAA'
        ('Group 1 senior certificates');

   * Group 2 certificates:

     -- $89,807,000 classes 2-A-1, 2-A-2, 'AAA' ('Group 2 senior
        certificates');

   * Group 3 certificates:

     -- $153,825,100 classes 3-A-1, 3-A-2, 3-A-R, 3-A-MR, 3-A-LR,
        3-X-1, 3-X-2, 'AAA' ('Group 3 senior certificates');

   * Group 4 certificates:

     -- $90,455,000 classes 4-A-1, 4-A-2, 4-X-1, 4-X-2, 'AAA'
        ('Group 4 senior certificates');

   * Group 5 certificates:

     -- $107,009,000 class 5-A-1, 'AAA' ('Group 5 senior
        certificates'); and

   * Groups 1 and 2 certificates:

     -- $886,000 class CB-3, 'BBB';
     -- $996,000 class CB-4, 'BB'.

The 'AAA' ratings on the group 1 and group 2 senior certificates
reflect the 4.10% subordination provided by the classes CB-1
through CB-6 certificates.

The 'BBB' ratings on the class CB-3 certificates reflect the 1%
subordination provided by the classes CB-4 through CB-6.

The 'BB' ratings on the class CB-4 certificates reflect the 0.55%
subordination provided by the classes CB-5 and CB-6.

Classes CB-1, CB-2, CB-5 and CB-6 certificates are not rated by
Fitch.

The 'AAA' ratings on the groups 3, 4, and 5 senior certificates
reflect the 6.75% subordination provided by the classes DB-1
through DB-6 certificates.

Classes DB-1, DB-2, DB-3, DB-4, DB-5 and DB-6 certificates are not
rated by Fitch.

Fitch believes the amount of credit enhancement will be sufficient
to cover credit losses.  The ratings also reflect the high quality
of the underlying collateral purchased by Banc of America Funding
Corporation, the integrity of the legal and financial structures,
and the servicing capabilities of:

   * Wells Fargo Bank, N.A. (rated 'RPS1' by Fitch),

   * Bank of America, N.A. (rated 'RPS1' by Fitch),

   * Countrywide Home Loans Servicing LP (rated 'RPS1' by Fitch),

   * GreenPoint Mortgage Funding, Inc. (rated 'RPS2-' by Fitch),
     and

   * National City Mortgage Co. (rated 'RPS2-' by Fitch).

The trust is comprised of seven loan groups of adjustable interest
rate, fully amortizing mortgage loans secured by first liens on
one- to four-family residential properties. Loan groups 1 and 2
are cross-collateralized; loan groups 3, 4, and 5 are cross-
collateralized; loan group 6 is a stand alone group; and loan
group 7 is a stand alone group.  Fitch did not rate the
certificates collateralized by loan group 6 or loan group 7.

The combined loan groups 1 and 2 consist of 426 mortgage loans
that have original terms to maturity -- WAM -- ranging from
180-360 months.  The aggregate unpaid principal balance of the
combined pool is $221,312,342 as of Oct. 1, 2004 (the cut-off
date) and the average principal balance is $519,513.  The weighted
average original loan-to-value ratio -- OLTV -- of the loan pool
is approximately 72.29%.  The weighted average coupon -- WAC -- of
the mortgage loans is 5.32% and the weighted average FICO score is
736. Cash-out and rate/term refinance loans represent 7.91% and
12.38% of the loan pool, respectively.  The state that represents
the largest geographic concentration of mortgaged properties is
California (56.23%).  All other states represent less than 5% of
the outstanding balance of the pool.

The combined loan groups 3, 4, and 5 consist of 1,253 mortgage
loans that have WAM ranging from 180-360 months.  The aggregate
unpaid principal balance of the combined pool is $376,718,988 as
of the cut-off date and the average principal balance is $300,654.  
The OLTV of the loan pool is approximately 75.63%.  The WAC of the
mortgage loans is 5.54% and the weighted average FICO score is
706.  Cash-out and rate/term refinance loans represent 24.10% and
14.76% of the loan pool, respectively.  The states that represent
the largest geographic concentration of mortgaged properties are:

               * California (44.70%),
               * Florida (8.52%),
               * Nevada (6.88%), and
               * Virginia (5.05%).

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

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  

BAFC, a special purpose corporation, deposited the loans in the
trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  Wachovia Bank, N.A. will serve
as trustee.  Elections will be made to treat the trust as five
separate real estate mortgage investment conduits -- REMICs -- for
federal income tax purposes.


BANC ONE/FCCC: Fitch Upgrades Rating on $15M Class H to 'BB+'
-------------------------------------------------------------
Banc One/FCCC, commercial mortgage pass-through certificates,
series 2000 - C1 are upgraded by Fitch Ratings as follows:

   -- $23.6 million class G to 'AA' from 'BBB+';
   -- $15 million class H to 'BB+' from 'B+'.

In addition, Fitch affirms these classes:

   -- Interest-only class X at 'AAA';
   -- $33.2 million class C at 'AAA';
   -- $8.6 million class D at 'AAA';
   -- $15 million class E at 'AAA';
   -- $8.6 million class F at 'AAA'.

Fitch does not rate the $14.3 million class J certificates.  The
class A-1, A-2, and B certificates have paid in full.

The upgrades are the result of increased subordination levels due
to loan amortization and prepayments.  As of the November 2004
distribution date, the pool's aggregate balance has been reduced
86.2% to $118.2 million from $857.1 million at issuance.  Of the
original 1,099 loans there are 211 remaining.  The pool remains
diverse with the top five loans representing 17% of the pool.

There are currently seven loans in special servicing, representing
5% of the pool.  Periodically, additional loans transfer to the
special servicer due to chronic late payments attributed to the
borrower's cash management.  Credit enhancement to class H is
sufficient to absorb any losses on the specially serviced loans.

Fitch remains concerned with the transactions 73% concentration in
Illinois.  However, the ratings reflect the geographic
concentration concerns.


BLUEGREEN CORP: S&P Revises Outlook on Low-B Ratings to Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Bluegreen Corp. to positive from stable.

At the same time, the company's 'B' corporate credit rating was
affirmed.  In addition, Standard & Poor's raised its rating on
Bluegreen's senior unsecured debt to 'B-' from 'CCC+'.  At
September 30, 2004, the company had about $244 million of debt
outstanding.  Boca Raton, Florida-based Bluegreen develops,
markets, and sells timeshare interests in 15 resorts, located
primarily in the Southeast, Southwest, and Midwest.

"The outlook revision reflects Bluegreen's good operating
performance in 2004, driven by the strong demand in the timeshare
industry and the company's recent addition of new timeshare units
and sales offices," said Standard & Poor's credit analyst Sherry
Cai.  These factors have led to a meaningful improvement in
Bluegreen's credit measures, with prospects for continued
strengthening in the intermediate term.  The higher senior
unsecured debt rating reflects Standard & Poor's reassessment of
the company's asset coverage of this debt in a distressed
scenario.

Based on Standard & Poor's calculation of EBITDA (which excludes
gains and losses on sales of receivables), Bluegreen generated
about $75 million of EBITDA for the nine months ended
September 30, 2004, an increase of 36% over the 2003 period.  This
improvement reflected contributions from two resorts purchased in
Florida and Pennsylvania, the opening of a golf community located
in North Carolina, and three new offsite sales centers in Florida,
Texas, and Pennsylvania.  In addition, the company has focused on
marketing to its current club owner base and to sales prospects
referred by existing club members.  This has translated into
higher sales-conversion ratios and lower selling expenses.  


BOYD GAMING: Fitch Lifts Sr. Unsec. & Sub. Debt Ratings to 'BB-'
----------------------------------------------------------------
Fitch Ratings affirmed Boyd Gaming Corporation's senior secured
bank debt ratings at 'BB' and raised the senior unsecured and
subordinated debt ratings one notch to 'BB-' and 'B+',
respectively.  The Rating Outlook is Stable.  Approximately
$2.3 billion of debt securities are affected by Fitch's action.

Ratings reflect:

   (1) Boyd's sizable and uniquely diversified portfolio of high
       quality,

   (2) recently renovated assets,

   (3) successful operating history, and

   (4) strong track record of making high-return acquisitions.

The acquisition of Coast Hotels and Casinos has increased Boyd's
exposure to the Las Vegas market, which Fitch views as a positive
given the favorable supply and demand fundamentals.  Deleveraging
following the Coast acquisition has been faster than expected due
primarily to better-than-expected operating results from the Coast
portfolio and Nevada in general.  Strong results from the Coast
properties have also alleviated some concerns about limited
same-store growth potential, particularly in the Central Region.
Ratings take into account Boyd's equity stake in the Borgata
megaresort in Atlantic City, despite its nonrecourse nature.  The
property has performed well beyond expectations and will likely be
in a position to upstream substantial cash distributions to the
parent companies (Boyd and MGM MIRAGE) once the recently announced
$540 million expansion is completed in 2007.

Concerns center on new competitors for key properties, Delta Downs
in Louisiana and potentially Blue Chip in Indiana, which Fitch
estimates could affect annual run-rate EBITDA by $30 million and
$10 million, respectively.  Continued slow growth and margin
deterioration, particularly in the highly promotional and mature
markets of Tunica, New Orleans, and Shreveport also remain a
concern.  Free cash flow has been limited over the past several
years due to significant capital spending.  This will continue
through the balance of 2004, as well as 2005, and will result in
deterioration of credit measures, with leverage peaking at
5.0 times (x) at fiscal year-end 2005.  In 2006 and beyond, the
company should generate free cash flow after maintenance capex in
the $200 million-$250 million range; however, material
deleveraging may be precluded by potential announcements of new
projects at Stardust and/or the Barbary Coast.  Major
redevelopment of either or both of these sites could cost upwards
of $2 billion.

The upgrade of the senior unsecured and subordinated notes
reflects substantial overcollateralization of debt at all levels
(including subordinated debt) due to improving asset valuations.  
Fitch's asset recovery analysis now incorporates higher average
valuation multiples.  Over the past year, the value of gaming
assets has risen sharply, as exemplified most recently by the
Colony Capital agreement to purchase four Harrah's
Entertainment/Caesars properties at 8.5x trailing EBITDA.  This is
in contrast to the period between 1999 and 2003, when property
purchase price multiples averaged 5.7x. Fitch's collateral
analysis also now incorporates land values of The Stardust and
Barbary Coast sites (versus EBITDA multiple valuation) given
increased interest in Las Vegas real estate.  Recent sales price
prime Las Vegas Strip acreage at $10 milion-$20 million per acre,
suggesting that a valuation based on EBITDA multiples would
significantly understate property value by several hundred million
dollars.

With respect to the Borgata, strong performance since opening in
July 2003 has led Fitch to incorporate a higher residual asset
value of the property (net of Borgata debt) in the collateral
analysis of Boyd.  The Borgata has far exceeded expectations,
leading the Atlantic City market in gaming and nongaming revenues.
EBITDA is expected to be in the low $200 million range for 2004.
Based on Fitch projections, Borgata leverage will peak around 2.5x
prior to 2007.  This takes into account build-out of recently
announced expansion projects budgeted at $540 million, which are
to be funded out of property level cash flows and debt.  Based on
this analysis, property level debt is substantially
overcollateralized leaving significant residual value to
restricted group creditors.  This supports strong recovery
prospects for noteholders even at the subordinated debt level.

The narrowing of the notching differential between the bank debt
and senior unsecured notes also reflects the relatively small size
of the senior unsecured tranche, comprising only one debt issue
($200 million 9.25% notes due 2010), which is unlikely to have
dramatically different recovery prospects relative to the bank
debt.  Notably, Fitch believes Boyd will look to redeem the 9.25%
notes in August 2005 when they become callable.  These notes are
likely to be refinanced with bank debt, which would likely require
upsizing of the bank facility under the company's $250 million
greenshoe option.

The Stable Rating Outlook anticipates that the Orleans expansion
in Las Vegas (completed October 2004) and South Coast casino
development in Las Vegas (opening late-2005), along with Boyd's
current expansion efforts at Delta Downs and Blue Chip, will
offset the negative impact of competitive challenges and improve
the future cash flow and leverage profile.  The lack of visibility
with respect to capital deployment plans remains an overhang to
the rating and Outlook.  A positive ratings move over the
intermediate term would require further detail on the scope and
method of financing for the potential Stardust and Barbary Coast
developments.  Financing similar to the Borgata model may provide
more protection to restricted group bondholders.  Boyd has
indicated that it will announce development plans for these sites
in late-2005.

Boyd reported record third-quarter 2004 restricted group EBITDA
(excluding Borgata) of $109 million, up 80.5% over prior year
results, due primarily to the Coast and Shreveport acquisitions
during the second and third quarters of 2004, respectively.  Net
revenues for Boyd's restricted group were $522.5 million, up 68.3%
over the prior year.  On a same-store basis, restricted EBITDA
increased 12% to approximately $68 million on a 3.6% increase in
same-store revenues.  Including Borgata, same-store EBITDA
increased 30%, driven by a 175% increase in Boyd's share of
Borgata's operating income to $24.4 million.  Same-store growth
primarily reflects strong results across the Nevada region, which
generally benefited from strong overall demand and rationalized
promotional spending.  Fitch believes flat same-store growth from
Boyd's riverboat markets (classified as the Central Region)
reflects generally competitive conditions in most markets and some
impact from the Illinois tax increase, which anniversaried in
late-July.  Notably, disclosure in this region has been reduced,
as management is no longer providing a breakout by individual
properties.

Debt at quarter-end was $2.2 billion, up $902.7 million versus
that of the previous quarter.  This reflects closing of a new
$1.6 billion credit facility consisting of a $500 million term
loan (due June 2011) and a $1.1 billion revolver (maturing
June 2009) to help fund the Coast acquisition.  Liquidity remains
adequate with $125.2 million in cash and $570 million in
availability under the revolving credit facility.  Fitch expects
an additional $150 million-$200 million in additional borrowings
will be required as the company builds out South Coast.  This,
combined with the expected redemption of the 9.25% senior
unsecured notes, which become callable in August 2005, will
largely tap the current revolver capacity in 2005.  As such, Fitch
expects the company to either increase the size of the revolver
(via its $250 million greenshoe option) or term out a portion by
issuing bonds.  Boyd's next maturity does not occur until 2009
when the revolver comes due, and average maturities on fixed notes
have been extended to 2012 (versus 2006 at fiscal year-end 2003).


BROKERS INC: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Brokers, Incorporated
        aka Brokers, Inc.
        107 South Urban Street
        Thomasville, North Carolina 27360

Bankruptcy Case No.: 04-53451

Chapter 11 Petition Date: November 22, 2004

Court: Middle District of North Carolina (Winston-Salem)

Judge: Catharine R. Carruthers

Debtor's Counsel: Christine L. Myatt, Esq.
                  J. David Yarbrough, Jr., Esq.
                  Nexsen, Pruet, Adams & Kleemeier PLLC
                  Suite 100, 701 Green Valley Road
                  PO Box 3463
                  Greensboro, North Carolina 27408
                  Tel: (336) 373-1600

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

    Entity                       Nature Of Claim    Claim Amount
    ------                       ---------------    ------------
Anderson, Carlton Eugene         Employment             $336,300
3001 Meridian Avenue             Contract Litigation
High Point, North Carolina 27262

Hodge, Nelson Kirby              Employment             $336,300
2155 Rivermeade Drive            Contract Litigation
High Point, North Carolina 27265

BB&T of North Carolina           Unsecured               $61,025
Business Loan Center             Mortgage Loan
c/o David Barnes
Legal Department
200 West Second Street, 3rd Floor
Winston Salem, North Carolina 27101

State Auto Insurance             Insurance Premiums      $36,785

Nationwide Mutual Fire           Insurance               $17,220

Ohio Casualty Group              Insurance Premiums       $8,490

City of High Point               Utilities               Unknown

City of Thomasville              Utilities               Unknown

City of Thomasville              Utilities               Unknown

City of Thomasville              Utilities               Unknown

Craven-Johnson-Pollock, Inc.     Professional            Unknown
                                 Services

Duke Power                       Utilities               Unknown

Gayle, Scott C.                  Professional            Unknown
                                 Services

North State Communications       Utilities               Unknown

Piedmont Natural Gas             Utilities               Unknown


CALPINE CORP: Inks $400 Mil. Sale-Leaseback Transaction with GE
---------------------------------------------------------------
Calpine Corporation (NYSE: CPN) has entered into a $400 million,
25-year, non-recourse sale/leaseback transaction with affiliates
of GE Commercial Finance Energy Financial Services for the 560-
megawatt Fox Energy Center under construction in Kaukauna,
Wisconsin.  This clean-burning, natural gas-fired facility will
supply electricity to Wisconsin Public Service Corporation under a
ten-year power sales agreement, with electricity deliveries
scheduled to begin June 1, 2005.

"We are growing with Calpine in a long-term, multi-faceted
relationship," said Alex Urquhart, president and CEO of GE
Commercial Finance Energy Financial Services (EFS).

"This is a perfect strategic opportunity for us: investing long-
term capital in a state-of-the-art facility with an experienced
developer and operator in a market with healthy power market
fundamentals."

Calpine is managing construction in two phases.  The first 300-
megawatt unit is expected to enter operations in June 2005; the
second 260-megawatt phase in December 2005.  As a combined-cycle
power plant, the Fox Energy Center will use two General Electric
7FB combustion turbines in combination with a steam turbine to
maximize fuel efficiency.

A portion of the proceeds will be used to reimburse Calpine for
approximately $135 million of construction capital spent to date
on the project and to repay $20 million of existing debt
associated with equipment for the project.  The balance of GE
Commercial Finance Energy Financial Services' commitment will be
used to complete construction. Upon completion of construction,
Calpine will lease the power plant from GE Commercial Finance
EFS under a 25-year facility lease. Calpine also has an option to
renew the lease for a 15-year term.

"The Fox Energy Center lease is another major milestone in
advancing Calpine's financing and liquidity-enhancing program,"
stated Calpine Chief Financial Officer Bob Kelly.  "We appreciate
the support of GE Commercial Finance EFS in creating an
attractive, long-term lease for this new important Wisconsin
energy resource."

In addition to the Fox Energy Center, Calpine operates more than
1,500 megawatts of electric generating capacity in the Wisconsin
power market, under contract to utilities throughout the region.

      About GE Commercial Finance Energy Financial Services

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

                          About Calpine

Calpine Corporation -- http://www.calpine.com/-- celebrating its  
20th year in power, is a North American power company dedicated to
providing electric power to customers from clean, efficient,
natural gas-fired and geothermal power plants. The company
generates power at plants it owns or leases in 21 states in the
United States, three provinces in Canada and in the United
Kingdom. The company, founded in 1984, is listed on the S&P 500
and was named FORTUNE's 2004 Most Admired Energy Company. Calpine
is publicly traded on the New York Stock Exchange under the symbol
CPN.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 13, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Calpine Corp.'s (B/Negative/--) $736 million unsecured convertible
notes due 2014. The rating on the notes is the same as Calpine's
existing unsecured debt and two notches lower than the corporate
credit rating. The outlook is negative.

As reported in the Troubled Company Reporter on Oct. 25, 2004,
Fitch Ratings has withdrawn the 'CCC' rating and Stable Rating
Outlook for Calpine Corp.'s 5.75% High Tides I and 5.50% High
Tides II trust preferred securities. The rating withdrawal
reflects the full redemption of these securities.


CATHOLIC CHURCH: Spokane Moves Chapter 11 Filing Date to Dec. 6
---------------------------------------------------------------
The Catholic Diocese of Spokane in Washington says it will seek
bankruptcy protection after failing to reach settlements with 28
pending sexual abuse claims.

The Diocese of Spokane is expected to file for Chapter 11 with the
U.S. Bankruptcy Court for the Eastern District of Washington by
December 6, 2004, the Associated Press reports, citing Shaun M.
Cross, Esq., at Paine, Hamblen, Coffin, Brooke & Miller LLP, an
attorney representing the Diocese.

Bishop William Skylstad said in a press statement that Chapter 11
Reorganization will provide a fair, just, and equitable mechanism
for the payment of valid claims against the Diocese of Spokane,
while allowing it to maintain the historic mission of the Catholic
Church in Eastern Washington.

"No process can guarantee justice.  The Chapter 11 Reorganization
process does, however, provide a framework for the fair resolution
of valid claims," Bishop Skylstad explained.

The Diocese of Spokane has identified approximately 125 potential
claimants who were victimized by priests serving in Eastern
Washington.  Approximately half of those 125 have retained legal
counsel.  Those claims are in various stages of litigation.

The Diocese of Spokane also acknowledged that there may be other
victims who have yet to step forward.

The 28 pending claims arose out of the actions of Patrick
O'Donnell, a former Spokane Diocesan priest.

The Diocese of Spokane includes over 90,000 members.  Over the
past 160 years, the Diocese has ministered to hundreds of
thousands of people of every denomination, and of no denomination.  
Catholic-related ministries in the region provide health care,
education, and social services to the most needy members of the
community.

"We have an essential obligation to treat victims fairly. . . .
[W]e are striving to achieve fairness for 125 people, as well as
those who might come forward in the future.  Although some
plaintiff counsel seek that same goal of fairness, they might be
making that assertion on behalf of only a few individuals.  We are
working on behalf of more than 125 individuals," the Bishop said.

"We are not a wealthy diocese.  What we have been given, we have
used for the ministries of the Church.  People have been
incredibly generous these many years.  That generosity has had an
impact, not just on the Catholic community, but on all of Eastern
Washington.

"By filing for Chapter 11 Reorganization, we will temporarily stop
litigation.  Likewise, it will stop the expense of litigation.  
All claims will be presented in one court, and will be examined by
one standard.  All claims will be treated equally, fairly, with
justice.  The diocese will continue its ministry and mission.

"In the end, Chapter 11 Reorganization also will give everyone --
both the victims and the diocese -- a sense of finality and
closure, with fairness, justice, and equity.  Valid claims will be
settled; the diocese will continue its ministry."

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., and Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CHINA WORLD: Raises $30 Million in Equity Financing from Cornell
----------------------------------------------------------------
China World Trade Corporation (OTC Bulletin Board: CWTD) has
received a $30 million financial commitment from Cornell Capital
Partners, L.P. under a Standby Equity Distribution Agreement.

Under the agreement, Cornell Capital has committed to provide up
to $30 million of funding to be drawn down over a 24-month period
at China World Trade's discretion.  There are no minimum drawdowns
required in the agreement.  The funds may be used in whole or in
part entirely at China World Trade's discretion, subject to an
effective registration.  The company has also retained Duncan
Capital LLC as Placement Agent with respect to the SEDA.

Chi Hung Tsang, Chairman of China World Trade Corporation
commented, "We are excited to enter into this agreement with
Cornell Capital.  The flexibility and control afforded by this
capital structure will enable us to access capital on favorable
terms."  Mr. Tsang continued, "We intend to utilize this capital
to acquire several smaller travel related, online hotel booking
and air ticketing companies in the Guangdong Province.  The
availability of capital will also assist the Company to further
enhance our online and dial-up booking systems as well as
continuously develop the corporate image of our travel business
group.  Additionally, some of the capital will be utilized to open
new China World Trade Center Clubs in other major cities, such as
Shanghai and Changchun in northern China."

David Kopp, Senior Vice President of Cornell Capital stated, "We
are excited to have this opportunity to work with China World
Trade Corporation and provide them additional capital.  We look
forward to continuing our relationship with management."

                        About the Company

China World Trade Corporation has established its businesses into
three distinct divisions, namely the club and business center; the
business traveling services; and the business value-added
services.

The Club and Business Center Division is devoted to the building
of the World Trade brand in China.  Its objective is to open and
operate business clubs in the major cities of China in association
with the World Trade Center Association, in order to position the
company as the platform to facilitate trade between China and the
world market.  CWTC currently operates the Guangzhou World Trade
Center Club, consisting of over 4,000 square meters, and The
Beijing World Trade Center Club, which is located at 2nd Floor,
Office Tower II, Landmark Towers Beijing, 8 North Dongsanhuan
Road, Beijing PRC, and consisting of 730 square meters.  In
addition, since the acquisition of CEO Clubs China Limited in May
2004, CEO Clubs will complement China World Trade's offerings by
targeting higher profile leadership from larger companies than
those normally associated with China World Trade.  CEO Clubs has
thirteen chapters in the US and China.  It focuses on recruiting
CEO's of companies with annual sales exceeding $2 million as
members.  The average club member has $20 million in annual sales.

The Business Traveling Services Division will provide, through its
operating arm, the New Generation Group, the necessary platform
for China World Trade Corp.  to focus on the high growth, travel
related businesses.  New Generation is the pioneer and one of the
market leaders in the travel agency businesses through the
operations of its 10 subsidiaries in Southern China in ticketing
sales for international and domestic flights as well as inbound
business travel.  Being one of the leading consolidators of hotel
accommodations and airline tickets in China, New Generation has
already acquired the necessary licenses to operate as a ticketing
and travel agent in the PRC.  These licenses include 26 licenses
as a ticketing agent for international and domestic flights for
both cargo and passengers issued by the Civil Aviation
Administration of China and the International Air Transport
Association and 3 licenses as a domestic and international travel
agent issued by the Administrative Bureau of Tourism of China.  In
addition, New Generation is also an authorized/licensed insurance
agent in China to provide, in particular, accidental and life
insurances. New Generation also provides premium "red carpet"
airport based services to prestigious clients and will participate
in the opening of the new airport in Guangzhou, the PRC.  New
Generation is believed to contribute a superior revenue base to
the Company.

The Business Value-Added Services Division concentrates on value-
added services of credit cards and merchant related businesses as
well as on consultancy services.  Guangdong World Trade Link
Information Services Limited, a subsidiary of CWTC, formed a
partnership with the Agricultural Bank of China to manage the
Company's co-brand credit card project.  WTC Link is an active
provider of CRM solution and services in China.  It helps China
Telecom to develop and manage the merchants' privilege VIP member
services.  WTC Link also formed a partnership with China Unionpay
to develop the royalty systems for bank card holders in Guangdong
Province, China.  In addition, this Division also provides
consultancy services to CWTC's members and clients in the
financial services areas including mergers and acquisitions,
corporate restructuring and financing.

China World Trade has consolidated companies in industries of
trade, travel and finance.  These companies and acquisitions form
a group which has the capability to provide value added services
and strong cross-marketing opportunities for its members'
utilization.

                          *     *     *

                       Going Concern Doubt

In its Form 10-KSB for the fiscal year ended Sept. 30, 2003, China
World's chartered accountants, Moores Rowland Mazars, expressed
substantial doubt about the Company's ability to continue as a
going concern due to its negative working capital and continued
losses.

These losses continue in the quarter with the Company reporting a
$758,413 net loss in Sept. 2004.


COINMACH CORP: S&P Slices Corporate Credit Rating to 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on laundry
equipment services provider Coinmach Corp., including its
corporate credit rating to 'B' from 'B+'.

At the same time, all the ratings were removed from CreditWatch
where they were initially placed April 13, 2004. Plainview, New
York-based Coinmach had about $716 million of debt outstanding as
of September 30, 2004.

In addition, Standard & Poor's assigned its 'B' corporate credit
rating to Coinmach's parent company, Coinmach Service Corp. --
CSC, and assigned its 'CCC+' rating to CSC's $132.6 million senior
secured notes due 2024.  The rating on the senior secured notes is
two notches below CSC's corporate credit rating, reflecting its
junior position and poorer recovery prospects.

The rating outlook on both Coinmach and CSC is negative.  For
analytical purposes, Standard & Poor's consolidates Coinmach with
its sister companies and bases its ratings conclusion on an
operational and financial review of CSC.

The rating actions follow CSC's initial public offering of income
deposit securities -- IDS -- representing shares of CSC's Class A
common stock and senior debt.  In connection with this offering,
Coinmach redeemed a portion ($125.5 million) of its outstanding
senior unsecured debt due 2010 and $15.5 million of its existing
secured bank debt.  The remaining proceeds were used to redeem a
portion ($90 million) of the debt-like preferred stock due 2010 of
Coinmach Holdings LLC, and pay fees related to the transaction.

"The downgrade reflects our continued belief that the IDS
structure exhibits a more aggressive financial policy and also
reduces a company's financial flexibility, given the anticipated
high dividend payout rate," said Standard & Poor's credit analyst
Jean C. Stout.  Previously, Coinmach did not pay regular dividends
on its common stock.


COLONIAL EXETER: U.S. Trustee Fails to Form Creditors Committee
---------------------------------------------------------------           
Ilene J. Lashinsky, the United States Trustee for Region 14 tells
the U.S. Bankruptcy Court for the District of Arizona that no
Official Committee of Unsecured Creditors has been formed in
Colonial Exeter, LLC's chapter 11 case since the company filed its
voluntary petition.   

Ms. Lashinsky explains that despite her efforts to contact all of
the Debtor's eligible unsecured creditors, there's insufficient
creditor interest to allow the Office of the U.S. Trustee to
appoint an Official Committee of Unsecured Creditors pursuant to
Section 1102 of the Bankruptcy Code.

Headquartered in Phoenix, Arizona, Colonial Exeter filed for
chapter 11 protection on August 17, 2004 (Bankr. Ariz. Case No.
04-14545). 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 listed
estimated assets and debts of $10 million to $50 million.


COLONIAL EXETER: Dennis J. Wortman Approved as Bankruptcy Counsel
-----------------------------------------------------------------             
The U.S. Bankruptcy Court for the District of Arizona gave
Colonial Exeter, LLC, permission to employ Dennis J. Wortman,
P.C., as its general bankruptcy counsel.

The Firm will:

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

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

Headquartered in Phoenix, Arizona, Colonial Exeter filed for
chapter 11 protection on August 17, 2004 (Bankr. Ariz. Case No.
04-14545). When the Debtor filed for protection from its
creditors, it listed estimated assets and debts of $10 million to
$50 million.


COMPUTER ASSOCIATES: Names John Swainson President & CEO-Elect
--------------------------------------------------------------
Computer Associates International, Inc. (NYSE: CA), the leading
provider of enterprise management software, disclosed that John
Swainson, a 26-year industry and IBM veteran, has been named as
President and CEO-elect and elected to CA's Board of Directors,
expanding it to 10 members.

"I am very pleased that a person of John Swainson's stature has
agreed to lead CA; he is an excellent complement to our very
strong CA management team," CA Chairman Lewis Ranieri said.  "He
knows what it takes to run a software business and build brands,
having spent the last nine years in the senior management of IBM's
Software Group.  He has a passion for the customer that is
unsurpassed, and an understanding of how to execute on a
technology vision that drives revenue growth."

Most recently, Mr. Swainson was vice president for IBM's worldwide
software sales force where he was responsible for selling IBM's
diverse line of software products through multiple channels.  
Prior to that, he was general manager of the Application
Integration and Middleware division of IBM's Software Group, a
division he started in 1997.  As head of IBM's largest software
group, he and his team developed and marketed the highly
successful WebSphere family of middleware products.

"John turned a relatively unknown software solution, middleware,
into a $1 billion business.  He possesses a unique set of skills,
including development, sales and marketing that combined make him
a tremendous manager and the right person to lead CA as it
continues to move forward," Mr. Ranieri continued.

In making the announcement, Mr. Ranieri said Kenneth Cron, who has
led CA since being named interim CEO in April 2004, will continue
to lead the Company during a four-to-six month transition period.  
Swainson joined CA on Monday and will report to Mr. Cron during
the transition.  Jeff Clarke, who joined CA in April 2004, will
continue as the Company's chief operating officer and chief
financial officer and will continue to report to Mr. Cron.

Mr. Ranieri said the transition period ensures that CA will
continue to build on the momentum it has built over the past six
months.

"Ken and Jeff have done an outstanding job stabilizing CA during
an unquestionably tumultuous period and have put the Company back
on track," said Mr. Ranieri. "They have defined a company vision,
developed a strategic growth plan and initiated a cost
restructuring plan.  Ken took on a challenging role, and I have
truly been impressed by his management style and his ability to
make employees, customers and investors believe in the future of
CA.  I thank Ken for agreeing to stay on for an additional four to
six months to help ensure John's success."

As president, Mr. Swainson, 50, initially will have responsibility
for charting CA's software strategy and the corresponding
development of the products to fulfill the vision. Mr. Swainson's
appointment as president, CEO-elect and Board member was
unanimously approved by CA's Board of Directors.

"I am excited to be joining CA and becoming part of the Company's
excellent management team," Mr. Swainson said. "I have observed CA
as a competitor for many years and have been impressed by the
depth of its management software portfolio and its position in the
marketplace.  I look forward to helping the Company move forward
and achieve its goal of being the management software company CIOs
turn to to get the most return out of their IT systems."

Mr. Swainson joined IBM in 1978 and served in a variety of sales,
marketing and product development positions.  He was a member of
the IBM Worldwide Management Council, IBM's Strategy Team, Senior
Management Team and on the Board of Governors for the IBM Academy
of Technology.  He holds a degree in engineering from the
University of British Columbia.

Besides being CA's interim CEO, Mr. Cron, 48, also serves as a
member of the Company's Board of Directors.  He will continue to
serve on CA's board after he leaves the CEO post.  Prior to CA, he
was Chief Executive Officer of Vivendi Universal Games, a global
leader in the publishing of online, PC and console-based
interactive entertainment and a division of Vivendi Universal,
S.A.  Mr. Cron also served as Chief Operating Officer of Vivendi
Universal Entertainment.

Mr. Clarke, 43, has responsibility for CA's direct and indirect
sales, alliances and partnerships, marketing, business
development, and finance.  He joined the Company in March, 2004 as
chief financial officer, a position he retains, and was promoted
to chief operating officer in April.

Mr. Clarke has 20 years of strategic, operational and financial
experience with leading high-technology firms.  He was senior vice
president, finance and administration, and chief financial officer
at Compaq Computer Corporation from 2001 until the completion of
its merger with Hewlett-Packard Company (HP) in 2002.  Most
recently, he was executive vice president, global operations at
HP, where he was responsible for the largest global supply chain
and procurement operations in the technology industry.

                        About the Company

Computer Associates International, Inc. (NYSE:CA) --
http://ca.com/-- delivers software and services across  
operations, security, storage, life cycle and service management
to optimize the performance, reliability and efficiency of
enterprise IT environments. Founded in 1976, CA is headquartered
in Islandia, N.Y., and serves customers in more than 140
countries.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2004,
Moody's Investors Service assigned a Ba1 to Computer Associates
International's proposed $750 million senior unsecured notes.
Proceeds of the current offering will be used to refinance
$825 million senior notes due in April 2005. Concurrently,
Moody's assigned a senior implied rating of Ba1. The rating
outlook is stable.

The Ba1 rating and stable outlook reflect Moody's expectation for
sustained growth in client billings and bookings, strengthened
corporate governance structure, conservative acquisition strategy
and share repurchase policy, and improved liquidity.

Moody's would view positively Computer Associates' fulfillment of
the terms of the Deferred Prosecution Agreement -- DPA -- with the
Department of Justice and the SEC regarding their investigation of
Computer Associates' prior accounting mismanagement, recruitment
of a permanent CEO and CFO, continued evidence that the company
has not suffered a deterioration in bookings and billings due to
adverse factors over the past two years, and the company's
maintenance of financial flexibility from internal and external
liquidity sources. Continued progress on these matters could lead
to a positive outlook in the near term and a subsequent ratings
upgrade.


CONSOLIDATED FREIGHTWAYS: Court Confirms Plan of Liquidation
------------------------------------------------------------
The Honorable Mitchel R. Goldberg of the U.S. Bankruptcy Court for
the Central District of California, Riverside Division, confirmed
the Amended Consolidated Plan of Liquidation of Consolidated
Freightways Corporation of Delaware and its debtor-affiliates on
Nov. 18, 2004.

Judge Goldberg determined that the Plan:

   * properly classifies the claims,

   * specifies the unimpaired classes of claims,

   * specifies the treatment of unimpaired classes of claims,

   * provides for the same treatment of each claim in each class,

   * provides adequate and proper means for its implementation,

   * is not inconsistent with applicable provisions of the
     Bankruptcy Code,

   * complies with applicable provisions of the Bankruptcy Code,

   * was proposed in good-faith,

   * provides for the payment for services or costs and expenses
     in connection with the Debtors Chapter 11 cases,

   * provides for the proper treatment of administrative and tax
     claims pursuant to the requirements of Section 1129((a)(9) of
     the Bankruptcy Code,

   * is feasible,

   * calls for the payment of fees payable under Section 1930 of
     the Judiciary Procedures Code,

   * does not alter retiree benefits,

   * is fair and equitable, and

   * does not call for the avoidance of taxes or the application
     of Section 5 of the Securities Act of 1933.

                       Terms of the Plan

Under the Plan, the Debtors' businesses will be liquidated.  The
assets will be transferred to a Liquidation Trust, which will make
distributions to the Creditors in accordance with the terms of the
Plan.  The initial Trust Trustee will be K. Morgan Enterprises,
Inc., and Oregon corporation, whose sole shareholders is Kerry K.
Morgan, currently the Debtors' Vice President and Treasurer.  The
Oversight Committee, which will be composed of five Unsecured
Creditors or their representatives will monitor the implementation
of the Plan and supervise the Trust's activities and distribution
to holders of Allowed Claims under the Plan.

Holders of these claims will receive full payment in cash over
time:

   * claims for costs and expenses of administration allowed under
     Section 503(b) of the Bankruptcy Code -- Administrative
     Claims;

   * claims of professionals employed by Court order --
     Professional Claims;

   * claims entitled to priority under Section 507(a)(8) of the
     Bankruptcy Code -- Priority Tax Claims;

   * claims against cash and property held by the Debtors in trust
     for a third party -- Trust Fund Claims;

   * claims entitled to priority pursuant to Section 507(a) of the
     Bankruptcy Code other than Administrative or Priority Tax
     Claims -- Priority Non-Tax Claims -- totaling $45 to $47
     million;

   * claims which the holders elect to be reduced to $100 --
     Convenience Claims -- totaling $350,000 to $600,000;

   * claims secured by a lien on a Debtors' property -- Secured
     Claims -- held by:
         
     -- General Electric Capital Corporation,
     -- Burlington Northern and Santa Fe Railway Company,
     -- State of Wisconsin, and
     -- state and local taxing authorities.
      
Holders of Unsecured Claims will recover 11% to 19% of their
Allowed Claim.  Allowed Unsecured Claims total $910 million to
$1.19 billion.

Holders of Subordinated Pension Fund Claims get the remaining cash
after all Unsecured Claims will be satisfied.  The Debtors say
this is an unlikely result.  Allowed Subordinated Pension Fund
Claims total $199,840,743.

Holders of Other Subordinated Claims get the remaining cash after
all Unsecured Claims and Subordinated Pension Fund Claims are
paid.  Again, the Debtors say that result is improbable.  

These claim holders take nothing under the Plan:

   * these Delaware limited liability companies:

     -- CFCD 2002 LLC,
     -- CCFCD 2002 Member LLC,
     -- CFCD 2002A LLC, and
     -- CCFCD 2002A Member LLC   

     whose claims amount to $66.1 million;

   * claims of any of the Debtors' Canadian and Mexican affiliates     
     whose claims amount to $142.2 million;

   * CF Risk Management Services, Ltd., a Bermuda company;

   * any Debtor based on claims against any other Debtor; and

   * holders of the Debtors' interests

Full-text copies of the Amended Plan of Liquidation, Disclosure
Statement and Confirmation Order are available for a fee at:

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

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. 02-24284).  Michael S. Lurey, Esq., at Latham & Watkins LLP,
represents the Debtors.  When the Debtors filed for bankruptcy,
they listed $783,573,000 in total assets and $791,559,000 in total
debts.


CROMPTON CORP: Moody's Puts Ba2 Rating on $220M Secured Facility
----------------------------------------------------------------
Moody's Investors Service assigned definitive Ba2 rating of
Crompton Corporation's $220 million secured credit facility and
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 Activity Summary

   Ratings Assigned:

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

       * Senior Implied Rating -- Ba3

   Ratings withdrawn on August 16, 2004:

       * Senior Unsecured Notes, $350 million due 2005 -- 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: S&P Junks Three Series 2000-FL1 Certificate Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
E, F, G, and H of Credit Suisse First Boston Mortgage Securities
Corp.'s series 2000-FL1 and removed them from CreditWatch
negative, where they were placed June 17, 2004.  Concurrently, the
ratings on classes B, C, and D are lowered and four classes are
affirmed.

The lowered ratings and CreditWatch removals reflect the poor
performance and severely diminished valuations of the remaining
trust collateral.

As of October 2004, the trust collateral consisted of two REO
properties and one whole loan.  All three are interest-only
floating-rate and indexed to one-month LIBOR with a combined
outstanding balance of $105.5 million.  All three are with the
special servicer, Lennar Partners Inc.

The largest asset in the pool, San Tomas Business Park, has a
current trust balance of $71,576,316.  It defaulted at maturity
when the borrower was unsuccessful in refinancing the property.
The trust balance represents a 66.7% senior interest in the San
Tomas REO that participates pari passu with the CSFB Mortgage
Securities Corp. 2001-FL2 transaction that has a 16.7% senior
interest with a balance of $17.9 million.  The total senior
participation balance is $89.47 million, or $188 per sq. ft.  A
third party holds the remaining $20.0 million junior interest.  
The REO is secured by a 476,477 sq. ft. 10-building office park.  
The business park is located in Santa Clara, California and was
constructed in two phases in 1982 and 1984.  The subject property
has a positive net cash flow and is currently paying its debt
service obligation.  At present, it is 80% occupied by technology
tenants, most of who are paying above market rents.  One tenant,
Akamai, renegotiated its lease and lowered its rent, but paid a
termination fee to do so.  Part of this fee was used to pay down
the trust balance from its original $80.0 million, and the
remainder is held in an escrow account for future tenant
improvements and leasing commissions.  Lennar intends to stabilize
the property before disposition.  Current office market conditions
in the Santa Clara market show a few signs of modest recovery from
the market trough of 2003.  However, vacancies remain high and
rents have not recovered much from their lows.  Asking rents at
the subject property are $12 to $15 per sq. ft. The current San
Jose market vacancy of 18.9%, as reported by CB Richard Ellis for
the third quarter of this year, is an improvement from a high of
24% last year.  An appraisal dated December 2003 valued the
property at $63.5 million, or $133 per sq. ft.  A significant loss
is expected upon disposition.

The Crowe portfolio has a current balance of $30.05 million, or
28.5% of the pool ($74 per sq. ft.).  It was transferred to
special servicing when the borrower requested modifications and a
loan extension.  It is secured by a 434,722-sq.-ft., four office
building portfolio, each located in or near Dallas, Texas.  Midway
Atriums, the largest asset in the portfolio, suffers from low
occupancy of 45%.  Lennar negotiated a maturity extension to
July 2005 to permit the borrower more time to stabilize the
properties and refinance the loan.  The borrower is paying as
agreed and has kept the loan current.  However, Dallas remains one
of the weakest office markets in the country according to CB
Richard Ellis, with an average vacancy of 24% for the third
quarter 2004. Should the borrower fail to refinance, a loss is
also expected for this loan.

The Best Western/Days Inn portfolio has a current balance of
$3.87 million (3.67%).  It is REO and secured by an 82-room Best
Western Swiss Chalet located in Ruidoso, N.M. near the foot of the
Sierra Blanca mountains.  The other hotel that initially also
secured the loan was liquidated and proceeds were used to repay
advances and some principal.  Lennar has the property listed for
sale.  A loss is expected upon disposition.

Standard & Poor's stressed each asset in the mortgage pool.  The
expected losses and resultant credit enhancement levels adequately
support the current rating actions.
   
                        Ratings Lowered
   
      Credit Suisse First Boston Mortgage Securities Corp.
      Commercial mortgage pass-thru certs series 2000-FL1
   
                Rating  
     Class   To         From            Credit Enhancement
     -----   --         ----            ------------------
     B       AA         AAA                         59.40%
     C       BBB+       AA                          45.13%
     D       BB+        BBB+                        33.06%
    
     Ratings Lowered and Removed From Creditwatch Negative
    
      Credit Suisse First Boston Mortgage Securities Corp.
      Commercial mortgage pass-thru certs series 2000-FL1
    
                Rating  
     Class   To         From            Credit Enhancement
     -----   --         ----            ------------------
     E       B+         BBB/Watch Neg              28.64%
     F       CCC+       BB/Watch Neg               24.39%
     G       CCC        BB-/Watch Neg              21.69%
     H       CCC-       B-/Watch Neg               14.74%
    
                        Ratings Affirmed
   
      Credit Suisse First Boston Mortgage Securities Corp.
      Commercial mortgage pass-thru certs series 2000-FL1
   
            Class   Rating        Credit Enhancement
            -----   ------        ------------------
            A-1     AAA                       82.18%
            A-2     AAA                       69.26%
            AX      AAA                        N/A
            AY      AAA                        N/A


CSFB MORTGAGE: S&P Junks Three Series 2001-FL2 Certificate Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
C, D, and E from Credit Suisse First Boston Mortgage Securities
Corp.'s series 2001-FL2.  Concurrently, the ratings on classes F
and G are raised and removed from CreditWatch negative, where they
were placed June 17, 2004.  Additionally, the ratings on classes H
and J are affirmed and removed from CreditWatch negative, where
they were also placed June 17, 2004. Also, the ratings on classes
K, L, M, and N are lowered and removed from CreditWatch negative,
where they were also placed June 17, 2004, and the ratings on
classes A-X1, A-X2, A-Y1, AY-2, AY-3, and AY4 are affirmed.

The CreditWatch removals and rating actions reflect recent loan
payoffs, which increased credit enhancement, ongoing interest
shortfalls, and weak performance of the remaining assets in the
trust.

As of October 2004, the trust collateral consisted of three whole
loans and two REO.  All five are interest-only floating-rate and
indexed to one-month LIBOR with a combined outstanding balance of
$91.2 million.  Two loans and both REOs are with the special
servicer, Archon Group L.P.  

The largest loan in the pool, Hotel Royal Plaza, has a balance of
$35.0 million, or 38% of the pool, and is 60-plus days delinquent.  
The loan is secured by an unflagged 394-room full service hotel
located on Hotel Plaza Boulevard in Lake Buena Vista, Florida next
to Disney World.  It was constructed in 1973.  The hotel sustained
extensive wind and water damage from hurricanes Charley, Frances,
and Ivan, and is currently closed.  Repairs to the property are
currently underway.  Archon has designated Westmont Hospitality as
receiver at the property and intends to foreclose.

Prior to the hurricane damage, an appraisal dated December 2003
valued the property as is at $35.9 million, or $91,000 per room.
Hurricane damage is estimated to be approximately $6.0 million.  A
significant loss is expected upon disposition.

The Dedham Executive Center has a current balance of
$21.0 million, or 23.0% of the pool ($119 per sq. ft.).  The loan
is secured by a 176,607-sq.-ft. class A office building located in
Dedham, Massachusetts (near Boston).  Archon negotiated a maturity
extension to January 2006 and the loan has been returned to the
master servicer, ORIX Capital Markets LLC.

The borrower is paying as agreed and has kept the loan current.
Occupancy is 78.2% with a 0.93x debt service coverage and a net
operating income -- NOI -- of $1.50 million as of June 30 2004.

The third-largest asset in the pool, San Tomas Business Park, has
a current trust balance of $17.89 million, or 19.6%.  It is REO.
The trust balance represents a 16.7% senior interest in the San
Tomas REO that participates pari passu with the Credit Suisse
First Boston Mortgage Securities Corp. 2000-FL1 transaction that
has a 66.7% senior interest with a balance of $71.6 million. The
total senior participation balance is $89.47 million, or $188 per
sq. ft.  A third party holds the remaining $20.0 million junior
interest.  The asset is secured by a 476,477 sq. ft. 10-building
office park.  The business park is located in Santa Clara,
California and was constructed in two phases in 1982 and 1984.  
The subject property has a positive net cash flow and is currently
paying its debt service obligation.  At present, it is 80%
occupied by technology tenants, most of who are paying above
market rents. One tenant, Akamai, renegotiated its lease and
lowered its rent, but paid a termination fee to do so.  Part of
this fee was used to pay down the trust balance from its original
$20.0 million. The special servicer for the series 2000-FL1
transaction, Lennar Partners Inc., is responsible for the San
Tomas asset.  The remainder of the termination fee is held in an
escrow account for future tenant improvements and leasing
commissions.  Lennar intends to stabilize the property before
disposition.  Current office market conditions in the Santa Clara
market show a few signs of modest recovery from the market trough
of 2003.  However, vacancies remain high and rents have not
recovered much from their lows.  Asking rents at the subject
property are $12 to $15 per sq. ft.  The current San Jose market
vacancy of 18.9%, as reported by CB Richard Ellis for the third
quarter of this year, is an improvement from a high of 24% last
year.  An appraisal dated December 2003 valued the property at
$63.5 million, or $133 per sq. ft. A significant loss is expected
upon disposition.

Main Street 200/300 Office Building has a current balance of
$15.2 million (16.67%).  It is REO and secured by a 127,657-sq.-
ft. office building built in 1999 and located in Novi, Mich. near
Detroit.  The loan was transferred to special servicing in January
2002 due to a payment default.  In June 2002, an appraisal valued
the property at $17.75 million and an appraisal reduction was
taken at that time.  In June 2004, a new appraisal valued the
property at $11.5 million and ORIX declared the loan
nonrecoverable and stopped advancing.  This has resulted in
ongoing interest shortfalls to the trust until such time as the
property is disposed of. Outstanding advances total approximately
$4.95 million.

Currently, the property is 77% occupied and has a positive NOI.  
Most tenants have signed lease amendments and are now paying rent.
Archon intends to list the property for sale in the first quarter
of 2005.  A loss is expected upon disposition.

LeCarre Apartments has a current balance of $2.15 million (2.4%).  
It is current but past maturity.  It is secured by a 48-unit
multifamily property built in 1970 and located in Clarkston,
Georgia (near Atlanta).  The borrower would like an extension but
is not willing to offer a significant loan paydown, so Archon is
considering foreclosure.  An appraisal valued the property at
$2.18 million, or $45,000 per unit.  Currently, the property is
94% occupied, but is offering concessions.  NOI is approximately
$170,000.

Standard & Poor's stressed each loan in the mortgage pool.  The
expected losses and resultant credit enhancement levels adequately
support the current rating actions, and also reflect the ongoing
interest shortfalls and the threat of further interest shortfalls
from special serving fees.
   
                         Ratings Raised
   
      Credit Suisse First Boston Mortgage Securities Corp.
      Commercial mortgage pass-thru certs series 2001-FL2
   
                    Rating
         Class   To         From     Credit Enhancement
         -----   --         ----     ------------------
         C       AAA        AA+                 99.16%
         D       AAA        AA                  94.14%
         E       AAA        A                   87.86%
    
      Ratings Raised and Removed from Creditwatch Negative
    
      Credit Suisse First Boston Mortgage Securities Corp.
      Commercial mortgage pass-thru certs series 2001-FL2

                    Rating
         Class   To         From     Credit Enhancement
         -----   --         ----     ------------------
         F       AA         BBB/Watch Neg              80.33%
         G       BBB        BBB-/Watch Neg             71.54%
    
     Ratings Affirmed and Removed from Creditwatch Negative
   
      Credit Suisse First Boston Mortgage Securities Corp.
      Commercial mortgage pass-thru certs series 2001-FL2
   
                    Rating
         Class   To         From     Credit Enhancement
         -----   --         ----     ------------------
         H       BB+        BB+/Watch Neg               57.56%
         J       BB-        BB-/Watch Neg               51.11%
             
     Ratings Lowered and Removed from Creditwatch Negative
   
      Credit Suisse First Boston Mortgage Securities Corp.
      Commercial mortgage pass-thru certs series 2001-FL2
   
                    Rating
         Class   To         From     Credit Enhancement
         -----   --         ----     ------------------
         K       B-         B/Watch Neg               44.65%
         L       CCC+       B-/Watch Neg              39.28%
         M       CCC        CCC+/Watch Neg            32.82%
         N       CCC-       CCC/Watch Neg             30.67%
   
                        Ratings Affirmed
   
      Credit Suisse First Boston Mortgage Securities Corp.
      Commercial mortgage pass-thru certs series 2001-FL2
            
                        Class    Rating
                        -----    ------
                        A-X1     AAA
                        A-X2     AAA  
                        A-Y1     AAA   
                        A-Y2     AAA  
                        A-Y3     AAA
                        A-Y4     AAA


DANA CORP: Fitch Upgrades Senior Unsecured Debt Rating to 'BB+'
---------------------------------------------------------------
Fitch Ratings upgraded Dana Corporation's senior unsecured debt
rating to 'BB+' from 'BB'.  The Positive Rating Watch put in place
on August 2, 2004 remains in place, pending final resolution of
the use of the proceeds from the sale of the Automotive
Aftermarket Group -- AAG.  Approximately $2.5 billion of Dana's
debt is affected by this rating action.

Earlier this year, Dana entered into a definitive agreement to
sell AAG to The Cypress Group for proceeds of approximately
$1.0 billion in cash.  At the time, Dana announced its intent to
utilize the proceeds for debt reduction, a possible voluntary
pension contribution of up to $200 million, and possible
acquisition activity.  With its recent tender announcement, Dana
has provided the market with some guidance surrounding the general
level of debt to be repurchased (likely up to $635 million) with
the proceeds from the sale of AAG.

Operationally, Dana continues to make progress (EBITDA margins
improved to 6.9% from 5.3% in 2002 for the 12 months ended
September 30, 2004) with results being somewhat slowed by high
commodity prices and the impacts associated with the rapid ramp-up
of commercial vehicle volumes.  This rapid increase in volumes has
led to the emergence of inefficiencies throughout the commercial
vehicle supply chain, with the impact being felt particularly in
the area of working capital management.  Fitch anticipates that
these in-efficiencies should be temporary and that margins will
stabilize and eventually improve.  This change, along with ongoing
new business wins, should lead to improved performance in 2005 to
include the generation of free cash flow.

Fitch would anticipate the resolution of the watch within the next
four to 12 weeks.  However, the final determination of the impact
of this transaction will only be made once there is greater
clarity surrounding Dana's ongoing capital structure. This would
include, but is not limited to, the impact of the final
transactions on interest coverage and capitalization ratios, as
well as any potential changes to other factors such as bond
covenants. Particular emphasis will be placed on existing net debt
(approximately $2 billion) and expectations are that this figure
could be reduced by in excess of 30% through a combination of debt
reduction and the maintenance of a healthy cash balance.  Further
action resulting from this transaction will likely be limited to
the removal of the Rating Watch and the establishment of a Stable
Rating Outlook at either the current level or, potentially, the
'BBB-' level.


DICK'S SPORTING: S&P Places B Rating on $172.5 Sr. Unsecured Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Pittsburgh, Pennsylvania-based Dick's Sporting
Goods Inc.

A 'B' rating was assigned to the company's $172.5 million senior
unsecured convertible notes due 2024. The senior notes are rated
one notch below the corporate credit rating due to the amount of
secured bank debt in the capital structure.  The outlook is
negative.

"The ratings reflect Dick's rapid growth, the integration risk
associated with the company's recent acquisition of Galyans
Trading Co. Inc., and a leveraged financial profile, though the
company has a leading regional market position," said Standard &
Poor's credit analyst Kristi Broderick.  Dick's has grown
organically, from a base of two stores in 1984 to about 180 big-
box, full-line sporting goods stores 20 years later.  On
July 29, 2004, Dick's acquired Galyans for about $362 million,
funded by $192 million in cash on hand and $170 million in
borrowings from the company's revolving credit facility.  The
potential integration risk is significant, as Dick's intends to
convert Galyans' 47 stores into the Dick's format by the first
half of 2005.  This reformatting involves changes to merchandise
assortment and branding, as well as an adjustment to managing
Galyans stores.  Nonetheless, the rating assumes a relatively
smooth transition, despite the significant challenges.

These ratings were initiated by Standard & Poor's and may be based
solely on publicly available information and may not involve the
participation of the issuer's management.  Standard & Poor's has
used information from sources believed to be reliable, but does
not guarantee the accuracy, adequacy or completeness of any
information used.  Ratings are statements of opinion, not
statements of fact or recommendations to buy, hold, or sell any
securities.  Other analytic services performed by Standard &
Poor's may be based on information that was not available for this
rating and this report.


DOANE PET: S&P Upgrades Corporate Credit Rating One Notch to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on pet food manufacturer Doane Pet Care Co. to 'B' from
'B-', as well as its senior unsecured debt and subordinated debt
ratings to 'CCC+' from 'CCC'.

At the same time, Standard & Poor's affirmed the 'B+' bank loan
rating and recovery rating of '1' on Doane's new $230 million
senior secured credit facility.  The ratings were removed from
CreditWatch, where they were placed October 11, 2004.  The outlook
is stable. Total debt outstanding is about $567 million.

"The upgrade reflects the successful completion of Doane's credit
facility refinancing which addressed near-term refinancing risk
and provided relief from its prior tight bank covenants," said
Standard & Poor's credit analyst Alison Birch.  Additionally,
during 2004, Doane addressed some of its commodity cost issues by
reaching a cost-sharing agreement with one of its major customers,
which limits the effect of potential future commodity cost swings.

The ratings on Brentwood, Tennessee-based Doane reflect the firm's
heavy debt burden, which stems from a past LBO and an aggressive
acquisition history.  The ratings also reflect the company's
narrow business focus and its participation within a highly
competitive industry and customer concentration.


EL PASO: Closes $3 Billion Replacement Credit Facility
------------------------------------------------------
El Paso Corporation (NYSE: EP) has closed $3 billion of credit
facilities that replace an existing facility that was scheduled to
expire in June 2005.

"These new facilities recognize the significant progress we have
made in improving El Paso's financial strength," said Doug Foshee,
president and chief executive officer of El Paso.  "They provide
us with longer-term liquidity, greater flexibility, and a
significantly lower cost than our previous bank facility.  We
appreciate the support shown by our lenders."

                       Facilities Overview
  
The new financing package includes:

   -- a three-year, $1-billion revolving credit facility;

   -- a five-year, $1.25-billion term loan facility; and

   -- a $750-million funded letter of credit facility that can
      also be used for loans as letter-of-credit requirements
      decrease.

Combined, the facilities replace a revolving credit and letter of
credit facility with an original capacity of $3 billion (current
capacity of $2.5 billion) and are secured by essentially the same
collateral that had secured the previous facility -- El Paso's
interests in El Paso Natural Gas Company, Tennessee Gas Pipeline
Company, ANR Pipeline Company, Colorado Interstate Gas Company,
Wyoming Interstate Company, Ltd., ANR Storage Company, and
Southern Gas Storage Company.

The $1-billion revolving credit facility, which matures in
November 2007, allows the company to borrow funds at LIBOR plus
2.75 percent or issue letters of credit at 2.75 percent plus a
fronting fee of 25 basis points.  El Paso will pay an annual
commitment fee of 75 basis points on any unutilized revolving
credit capacity.  At closing, approximately $435 million of this
new revolving credit facility was used for outstanding letters of
credit.

At closing, El Paso borrowed $1.25 billion through the term loan
facility at LIBOR plus 2.75 percent and used a portion of these
proceeds to repay its Lakeside Technology Center obligations of
approximately $229 million.  This loan will be repaid in amounts
of $5 million per quarter with the remaining unpaid balance due at
maturity in November 2009.

The $750-million funded letter of credit facility provides the
company with the flexibility to issue letters of credit or borrow
any unutilized capacity under this facility as loans with a
maturity in November 2009.  This facility was used to support
approximately $750 million of existing letters of credit issued
under the previous revolving credit facility. Under the terms of
this facility, El Paso will pay LIBOR plus 2.75 percent on any
amounts borrowed as loans and 2.85 percent on the balance of the
facility.

                      Restrictive Covenants

The new credit facilities have restrictive covenants that are
covered under one credit agreement. The most significant of the
covenants include:

   -- The ratio of El Paso's debt to EBITDA, each as defined in
      the credit agreement, shall not exceed 6.5 to 1 at any time
      prior to September 30, 2005; 6.25 to 1 at any time on or
      after September 30, 2005 and prior to June 30, 2006; and 6
      to 1 at any time on or after June 30, 2006 until maturity;

   -- The ratio of El Paso's EBITDA to interest expense and
      dividends paid shall not be less than 1.6 to 1 prior to
      March 31, 2006; 1.75 to 1 on or after March 31, 2006 and
      prior to March 31, 2007; and 1.8 to 1 on or after March 31,
      2007 until maturity;

   -- Current debt limitations on pipeline company borrowers --
      EPNG, TGP, ANR, and CIG -- will continue, which include a
      restriction on the pipeline companies' incurrence of
      incremental borrowings if such debt would cause their debt
      to EBITDA ratio to exceed 5 to 1; and

   -- A cross-default limit of $200 million that was also in the
      previous credit agreements.

Mr. Foshee added, "The market's strong response to this
transaction allowed us to achieve significantly lower borrowing
costs and upfront fees versus our original expectations. In
addition, we will benefit from $2 billion of our new facilities
having a five-year maturity. The new borrowings, when combined
with our existing strong cash position, will allow us to prudently
use these funds over time to address our near-term debt maturities
and extend our maturity profile."

                        About the Company

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

                          *     *     *

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

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

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

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

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

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

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


ELAN CORP: Increased Liquidity Prompts S&P to Lift Ratings to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit and
senior unsecured debt ratings on specialty pharmaceutical maker
Elan Corp. to 'B' from 'B-'.  The rating action reflects the
Dublin, Ireland-based company's increased liquidity and
anticipates the upcoming market launch of its very promising
multiple sclerosis treatment Antegren, a drug that could generate
annual sales well in excess of $1 billion.

At the same time, Standard & Poor's raised its ratings on
subsidiary Elan Finance plc's recently completed offering of
$1.15 billion in senior unsecured notes to 'B' from 'B-'.  These
consist of $850 million in 7.75% fixed-rate notes due 2011 and
$300 million in floating rate notes due 2011.  In addition,
Standard & Poor's raised the ratings on Elan Pharmaceutical
Investments III Ltd.'s $390 million in subordinated notes to 'B'
from 'CCC'.  The senior unsecured debt rating on Elan Corp.'s
$460 million in convertible notes was raised to 'CCC+' from 'CCC'.

All the ratings have been removed from CreditWatch, where they
were placed November 1, 2004, after the company announced it would
issue senior unsecured notes to refinance a significant portion of
the EPIL III notes and increase liquidity ahead of the planned
Antegren launch.  The recently completed debt offering and
subsequent retirement of $351 million of EPIL III's notes adds
roughly $800 million to the coffers of Elan Corp.  The outlook is
positive.

Elan specializes in the development and marketing of treatments
for pain, central nervous system ailments, infectious disease, and
autoimmune problems.  Its key products include the anti-infectives
Maxipime and Azactam.

The successful commercialization of Antegren, however, is
essential to Elan's long-term financial health given that sales
from the company's existing portfolio are not expected to grow
meaningfully and given that the company's operations consume
(rather than generate) cash.  The company has supported its
operations by raising more than $2 billion from non-core asset
divestitures over the past several years.

"Despite the improved liquidity and the anticipation surrounding
Antegren, the ratings still reflect the negative cash flows and
the high reliance on the new drug to restore Elan's
profitability," said Standard & Poor's credit analyst Arthur Wong.  
"If Antegren is successfully commercialized in the near term,
Standard & Poor's expects Elan to return to profitability in 2006
and become cash flow positive soon after."

Sales from Elan's core portfolio were essentially flat for the
first nine months of 2004, as was income from royalties and
contract manufacturing operations.  No meaningful growth is
expected. Revenue and earnings growth will thus depend heavily on
the addition of new products.

The company's near-term product pipeline has two promising
prospects: not only Antegren (for both multiple sclerosis and
Crohn's disease) but Prialt (for pain).  Antegren, by far the
product with the higher sales potential, is being co-developed
with Biogen Idec Inc. (BB+/Positive/--).


ENRON CORP: Gets Court Nod to Buy More Equity Interests in Trakya
-----------------------------------------------------------------
The Hon. Arthur Gonzalez of the United States Bankruptcy Court for
the Southern District of New York authorize and approve:

    (a) Enron Corp.'s consent to the purchase, by and through its
        non-debtor affiliate, Enron Power Holdings (Turkey) BV, of
        additional equity interests in Trakya Elektrik Uretim ve
        Ticaret AS, in accordance with the terms and conditions of
        an Equity Purchase Agreement by and among:

           -- EPH, as the Purchaser;

           -- Enron Power Holdings CV, as EPH's parent;

           -- Westar Industries, Inc., and the Wing Group, Limited
              Co. as the Sellers; and

           -- Westar Energy, Inc., as the Sellers' parent;

    (b) a mutual release by and among Enron, Prisma Energy
        International, Inc., Westar Industries, the Wing Group and
        Westar Energy and their affiliates, of all liabilities
        relating to a loan agreement between Enron and Wing
        International, Ltd.; and

    (c) the consummation of the transactions contemplated in the
        EPA.

Trakya is owned 50% by Enron's non-debtor affiliate EPH, which is
wholly owned by EPHCV.  EPHCV is an indirect subsidiary of Prisma
Energy International, Inc.

As reported in the Troubled Company Reporter on Oct. 4, 2004,
Sylvia Mayer Baker, Esq., at Weil Gotshal & Manges, in New York,
relates that pursuant to the terms of the confirmed Plan, Enron
Corporation and its debtor-affiliates formed Prisma Energy
International, Inc., to hold the majority of their international
energy infrastructure businesses.  On April 20, 2004, the Debtors
obtained Court approval of a contribution and separation agreement
governing the transfer of assets to Prisma.  Both the Plan and
the Separation Agreement provide that the Debtors will transfer
the Prisma Assets to Prisma in exchange for Prisma Shares
commensurate with the value of the asset contributed.

In consultation with the Official Committee of Unsecured
Creditors, the Debtors and Prisma worked together to lay the
foundation for the transfer of the Debtors' interests in the
international energy infrastructure businesses to Prisma. To
obtain the requisite consents, waivers and acknowledgments
required to transfer the Prisma Assets, the Debtors and Prisma
also worked together and largely completed the process of
contacting counterparties, partners, applicable regulatory and
government agencies, and other parties-in-interest.

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)


ESSELTE GROUP: S&P Junks Subordinated Debt Rating
-------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on global office supplies manufacturer Esselte Group
Holdings AB to 'B' from 'BB-', and its subordinated debt rating to
'CCC+' from 'B'.

The ratings remain on CreditWatch with negative implications
because the firm will likely need to amend its bank debt covenants
to accommodate expected weaker operating results.  Total debt
outstanding on Stamford, Connecticut-based Esselte at
October 3, 2004, was $410.2 million.

"The downgrade reflects earnings below Standard & Poor's
expectations resulting from lower unit shipments, high marketing
expenses which did not result in increased sales, and weaker
finished goods pricing in its U.S. and European markets," said
Standard & Poor's credit analyst Martin S. Kounitz.

For the nine months ended October 3, 2004, EBITDA, adjusted for
restructuring expenses, declined by 25% from the previous year.
Profitability eroded from several factors. In its European
markets, private label filing products have gained consumer
acceptance, and required Esselte to reduce its finished goods
prices on its branded items.  Slow growth in U.S. white-collar
employment meant less demand for Esselte's office products.  In
the DYMO labeling segment, new products from competitors at lower
prices contributed to margin erosion.  Despite selling price
erosion, the DYMO segment's profit contribution was about flat
with the previous year, reflecting increased unit sale volume.


EVERGREEN INVESTMENTS: Plans to Liquidate & Close Two Funds
-----------------------------------------------------------
In a prospectus supplement dated Nov. 23, 2004, Evergreen
Investments announced a proposal to liquidate and close the
Evergreen Mid Cap Value Fund and Evergreen Technology Fund on or
about March 7, 2005.  The liquidations are subject to approval by
the funds' Board of Trustees who are expected to consider the
proposals at a meeting being held Dec. 8 and 9, 2004.  Effective
after the close of business on Nov. 26, 2004, shares of the funds
will no longer be available for purchase by either new or existing
shareholders.  If the Board approves the liquidations, existing
shareholders in the funds will be notified.

                   About Evergreen Investments

Evergreen Investments -- http://www.evergreeninvestments.com/--  
is the brand name under which Wachovia Corporation (NYSE:WB)
conducts its investment management business and is a leading asset
management firm serving more than four million individual and
institutional investors through a broad range of investment
products. Led by 350 investment professionals, Evergreen
Investments strives to meet client investment objectives through
disciplined, team-based asset management. Evergreen Investments
manages more than $247 billion in assets (as of September 30,
2004).


FAIRFAX FIN'L: Buys Outstanding Notes with New Exchangeable Debt
----------------------------------------------------------------
A subsidiary of Fairfax Financial Holdings Limited
(TSX:FFH.SV)(NYSE:FFH) has purchased its US$78,045,000 principal
amount of 3.15% Exchangeable Notes due in 2010 in a private
transaction.  As consideration, the subsidiary issued
US$100,964,000 principal amount of new 3.15% Exchangeable Notes
due Nov. 19, 2009, which are collectively exchangeable into
4,300,000 shares of Odyssey Re Holdings Corp. common stock for two
week periods commencing on Aug. 4, 2006 (with respect to
US$32,872,000 principal amount of the new notes) and Nov. 3, 2006
(with respect to US$68,092,000 principal amount of the new notes).

The purchase was made for investment purposes and in order to
maintain the inclusion of Odyssey Re in Fairfax's U.S.
consolidated tax group.

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

                          *     *     *

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

These ratings remain on Rating Watch Negative by Fitch:

   * Fairfax Financial Holdings Limited

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

   * Crum & Forster Holdings Corp.

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

   * TIG Holdings, Inc.

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

   * Members of the Fairfax Primary Insurance Group

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

   * Members of the Odyssey Re Group

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

   * Members of the Northbridge Financial Insurance Group

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

   * Members of the TIG Insurance Group

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

   * Ranger Insurance Co.

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

The members of the Fairfax Primary Insurance Group include:

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

The members of the Odyssey Re Group are:

      * Odyssey America Reinsurance Corp.
      * Odyssey Reinsurance Corp.

Members of the Northbridge Financial Insurance Group include:

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

The members of the TIG Insurance Group are:

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


FISHERS OF MEN: Bankruptcy Court Dismisses Chapter 11 Case
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
dismissed the chapter 11 case filed by Fishers of Men Christian
Fellowship Church.  The Bankruptcy Court entered the order on Nov.
12, 2004, at the Debtor's behest.  

The Church filed a chapter 11 petition to prevent a pending
foreclosure sale initiated by the first lienholder due to certain
monetary defaults under the terms of the mortgage.  Since the
Chapter 11 filing, the Debtor negotiated a restructuring of the
indebtedness, which will allow the Debtor to resume making debt
service on the first and second liens, and meet its operational
expenses.  To comply with the proposed restructuring agreement,
the Debtor agreed to seek dismissal of the case.

The United States Trustee did not oppose the Debtor's request but
reminded the Debtor to pay the quarterly fees it incurred and to
comply with the other requirements of the U.S. Trustee's office.

Headquartered in Houston, Texas, Fishers of Men filed for chapter
11 protection on August 2, 2004 (Bankr. S.D. Tex. Case No.
04-41043).  James B. Jameson, Esq., represents the Debtor in its
restructuring efforts.  When the Church filed for protection from
its creditors, it listed $6,900,000 in total assets and $5,370,467
In total debts.


GE CAPITAL: Fitch Junks Ratings on Seven Certificate Classes
------------------------------------------------------------
Fitch Ratings has taken rating actions on these GE Capital Home
Equity Loan pass-through certificates:

   * Series 1997-HE3

     -- Class A5 affirmed at 'AAA';
     -- Class A6 affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 downgraded to 'CCC' from 'BB-';
     -- Class B2 remains at 'C'.

   * Series 1997-HE4

     -- Class A6 affirmed at 'AAA';
     -- Class A7 affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 downgraded to 'CCC' from 'B';
     -- Class B2 remains at 'C'.

   * Series 1999-HE1

     -- Class A6 affirmed at 'AAA';
     -- Class A7 affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 downgraded to 'C' from 'CCC';
     -- Class B3 remains at 'C'.

   * Series 1999-HE3

     -- Class A5 affirmed at 'AAA';
     -- Class A6 affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 downgraded to 'C' from 'CCC'.

The affirmations, affecting $154,318,743 of outstanding
certificates, reflect credit enhancement consistent with future
loss expectations.  The negative rating actions are the result of
poor collateral performance and the deterioration of asset quality
beyond original expectations, and affect $21,686,603 of
outstanding certificates.

The series 1997-HE3 current pool factor (current mortgage loans
outstanding as a percent of the initial pool) is 9% as of the
October 2004 distribution.  Credit enhancement for the class B1
certificates (provided by the subordination of class B2-rated 'C'
by Fitch) is thin at 3.53% (compared to 3.5% at closing).  
Non-rated classes B3, B4 and B5 have already been fully written
down due to losses.  The 90+ delinquencies represent 14.20% of the
mortgage pool; this figure comprises foreclosures and real estate-
owned -- REO -- of 6.04% and 1.70%, respectively.

The series 1997-HE4 current pool factor is 11% as of the October
2004 distribution.  Credit enhancement for the class B1
certificates (provided by the subordination of class B2 - rated
'C' by Fitch) is at 3.26% (slightly below the 3.5% at closing).  
Classes B3, B4 and B5 have already been fully written down due to
losses.  The 90+ delinquencies represent 15.27% of the mortgage
pool; this figure comprises foreclosures and REO of 3.14% and
2.55%, respectively.

The series 1999-HE1 current pool factor is 15% as of the October
2004 distribution.  Credit enhancement for the class B2
certificates (provided by the subordination of class B3-rated 'C'
by Fitch) has substantially declined to 0.21% (compared to 3.5% at
closing).  Classes B4 and B5 have already been fully written down
due to losses.  The 90+ delinquencies represent 19.09% of the
mortgage pool; this figure comprises foreclosures and REO of 5.17%
and 3.30%, respectively.

The series 1999-HE3 current pool factor is 14% as of the October
2004 distribution.  Credit enhancement for the class B3
certificates (provided by the subordination of class B4-rated 'D'
by Fitch) has substantially declined to 0.83% (compared to 2.10%
at closing).  Class B5 has already been fully written down due to
losses.  The 90+ delinquencies represent 15.93% of the mortgage
pool; this figure comprises foreclosures and REO of 3.96% and
1.96%, respectively.

The mortgage pools from the above transactions consist of fixed-
rate, closed-end home equity mortgage loans, secured by
residential properties, which have original terms to maturity of
15 or 30 years.

Fitch will continue to closely monitor this deal.


GENERAL GROWTH: Moody's Slices Unsecured Debt Rating to Ba2
-----------------------------------------------------------
Moody's Investors Service lowered senior unsecured ratings of The
Rouse Company and Price Development Company L.P. to Ba1, from
Baa3.  Moody's also lowered the unsecured debt shelf rating of
General Growth Properties to (P)Ba2, from (P)Ba1.  These rating
actions follow the announcement that General Growth Properties
completed its acquisition of The Rouse Company.  Moody's
previously stated that it expects to undertake these rating
actions once the acquisition of The Rouse Company by General
Growth Properties closed.  The rating outlooks are stable.

Ratings downgrades are reflective of aggressive financing of the
Rouse acquisition by General Growth.  The one notch rating
differential between the senior debt ratings of The Rouse Company
and Price Development, and those of General Growth, reflect
differential financial leverage, and structural protections.

These ratings were lowered:

   * The Rouse Company

     -- Senior debt to Ba1 from Baa3;
     -- senior debt shelf to (P)Ba1 from (P) Baa3;
     -- preferred stock shelf to (P)Ba2, from (P)Ba1

   * Price Development Company, L.P.

     -- Senior debt to Ba1, from Baa3

   * GGP Properties Limited Partnership

     -- Senior debt shelf to (P)Ba2, from (P)Ba1

   * General Growth Properties, Inc.

     -- Preferred stock shelf to (P)B1, from (P)Ba3

These ratings were lowered and will be withdrawn:

   * The Rouse Company

     -- Senior debt shelf to (P)Ba1 from (P) Baa3;
     -- preferred stock shelf to (P)Ba2, from (P)Ba1

General Growth Properties, Inc. [NYSE: GGP], headquartered in
Chicago, Illinois, USA, is one of the largest owners and operators
of regional malls in the United States.  The REIT had assets of
$11.5 billion, and equity of $1.6 billion, at September 30, 2004.


GERDAU AMERISTEEL: Posts $144.3 Million Net Income in 3rd Quarter
-----------------------------------------------------------------
Gerdau Ameristeel Corporation (TSX: GNA.TO; NYSE: GNA) reported
net income of $144.3 million, or $0.64 per share fully diluted, on
net sales of $807.9 million for the quarter ended September 30,
2004, compared to a net loss of $10.1 million, or $(0.05) per
share fully diluted, on net sales of $460.6 million for the
quarter ended September 30, 2003. For the nine months ended
September 30, 2004, Gerdau Ameristeel reported net income of
$271.3 million, or $1.26 per share fully diluted, on net sales of
$2.2 billion, compared to a net loss of $23.3 million, or $(0.12)
per share fully diluted, on net sales of $1.3 billion for the nine
months ended September 30, 2003.

EBITDA for the September quarter of 2004 was $168.5 million and
$396.4 million for the nine months ended September 30, 2004,
compared to EBITDA for the September quarter of last year of $15.1
million and $48.4 million for the nine months ended September 30,
2003.

During the third quarter, the company recorded the utilization of
net operating losses related to the U.S. operations that resulted
in a $45 million reduction of tax expense. This provided a
contribution to earnings of $0.20 and $0.21 per diluted share for
the quarter and nine months ending September 30, 2004.

The net operating losses are related to the U.S. operations of the
former Co-Steel entity. At the time of the Co-Steel acquisition,
the tax assets were recorded at their estimated realization rate
according to purchase accounting under U.S. GAAP. Due to the
subsequent profitability of our U.S. operations, we are now able
to utilize more of these losses. Utilization of these net
operating losses will reduce cash tax payments by approximately
$30 million in 2004 and $15 million over the next three years.

Including joint ventures, the Company shipped 1.5 million tons of
finished steel in the three months ended September 30, 2004, an
increase of 5.7% over the third quarter of 2003. Average mill
prices increased $246 per ton, or 79.6%, compared to the third
quarter in 2003. Scrap raw material costs increased $97 per ton,
or 84.8%, compared to the third quarter of 2003, partially
offsetting the mill price increases. Metal spread, the difference
between mill selling prices and scrap raw material cost, increased
$150 per ton, or 76.6%, compared to the third quarter last year.
Mill manufacturing costs were $215 per ton in the third quarter of
2004 compared to $175 per ton in the third quarter of 2003
reflecting increased yield costs due to higher scrap prices,
higher energy prices, higher production costs at the Canadian
mills due to their scheduled annual maintenance shutdowns, and the
stronger Canadian dollar. Fabricated steel prices increased $195
per ton compared to the third quarter of the prior year.

For the three months ended September 30, 2004, income from
operations was $124.0 million and joint venture operating income
was $55.1 million. Based on 1.5 million tons of finished steel
shipped, the composite operating income was $120 per ton for the
third quarter of 2004. For the three months ended September 30,
2003, loss from operations was $3.4 million and joint venture
operating income was $0.4 million. Based on 1.4 million tons of
finished steel shipped, the composite operating loss was $(2) per
ton for the third quarter of 2003.

                          CEO Comments

Phillip Casey, President and CEO of Gerdau Ameristeel, commented:
"The results for the first nine months of 2004 set a record for
Gerdau Ameristeel. This earnings performance is largely a result
of favorable market dynamics and notable operating improvements
from the Co-Steel assets acquired in October 2002. Throughout 2003
and the first quarter of 2004, the industry pursued steel price
relief to restore reasonable margins in response to escalating raw
material costs. Metal spreads have fully recovered as steel
product prices and raw material costs are now more balanced.
However, inflationary pressures are driving up the steel
manufacturing cost structure for other commodity elements
including energy, electrodes, and alloys.

"The volatility of the industry, combined with the influence of
globalization, make it challenging to predict the magnitude and
duration of market cycles. Overall market demand remains strong;
however, imports, especially on long steel products into the North
American market, are starting to increase. For the future, the key
unknown is the sustainability of the positive industry pricing
trend in an uncertain political, economic, and globally
competitive environment. During the September quarter, we also
experienced some minor effects from the strengthening of the
Canadian dollar and logistical disruptions from the recurrence of
major storms in our primary markets.

"Within the steel industry, the trend toward consolidation
continues, and Gerdau Ameristeel is actively participating with
the acquisition of the North Star Steel assets of Cargill,
Incorporated. This strategic expansion represents a 30% capacity
increase in our core business with favorable additions to our
geographical coverage and product range. With the successful
closing of that transaction earlier this week, substantial
management resources and focus will be directed at the integration
of these assets to realize the anticipated synergies from
economies of scale, increased steel production capacity, and cost
savings. In accordance with business combination requirements
under U.S. GAAP, the assets of North Star, including inventory,
will be re-valued to fair market value. Until this inventory is
dispatched to our customers, this accounting process will
temporarily delay the realization of incremental financial
earnings from the acquisition."

                        About the Company

Gerdau Ameristeel is the second largest minimill steel producer in
North America with annual manufacturing capacity of over 8.4
million tons of mill finished steel products. Through its
vertically integrated network of 15 minimills (including one 50%
owned minimill), 15 scrap recycling facilities and 36 downstream
operations, Gerdau Ameristeel primarily serves customers in the
eastern two thirds of North America. The company's products are
generally sold to steel service centers, steel fabricators, or
directly to original equipment manufacturers for use in a variety
of industries, including construction, cellular and electrical
transmission, automotive, mining and equipment manufacturing. The
common shares of Gerdau Ameristeel are traded on the Toronto Stock
Exchange under the symbol GNA.TO and on the NYSE under the symbol
GNA. For additional financial and investor information, visit
http://www.gerdauameristeel.com/

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 09, 2004,
Moody's Investors Service upgraded its ratings for Gerdau
Ameristeel Corporation. The upgrade raised Gerdau's senior
implied rating and its senior note rating to Ba3. The upgrades
were prompted by:

     (1) Gerdau's recent common share offering, which raised
         US$329 million in gross proceeds,

     (2) its application of the equity proceeds to two strategic
         acquisitions -- North Star Steel and Gate City Steel and          
         RJ Rebar, and

     (3) its much stronger financial performance in response to
         greatly improved steel market conditions.

The rating outlook is stable.

This completes Moody's review of Gerdau, which began on
October 7, 2004.

These ratings were upgraded:

     * US$405 million of 10.375% guaranteed senior unsecured notes
         due 2011 -- to Ba3 from B2,

     * senior implied rating -- to Ba3 from B1, and

     * senior unsecured issuer rating -- to B1 from B3.


GMACM MORTGAGE: Fitch Puts Low-B Ratings on Classes B-1 & B-2
-------------------------------------------------------------
Fitch rates GMACM's $551.07 million mortgage pass-through
certificates, series 2004-J5, as follows:

   -- $535,068,999 classes A-1 - A-7, PO, IO, R-I - R-III senior
      certificates 'AAA';

   -- $9,106,000 class M-1 'AA';

   -- $3,311,000 class M-2 'A';

   -- $1,656,000 class M-3 'BBB';

   -- $1,104,000 privately offered class B-1 'BB';

   -- $828,000 privately offered class B-2 'B'.

The privately offered class B-3 certificates are not rated by
Fitch.

The 'AAA' rating on the senior certificates reflects the 3.05%
subordination provided by:

   * the 1.65% class M-1 certificate,
   * 0.60% class M-2 certificate,
   * 0.30% class M-3 certificate,
   * 0.20% privately offered class B-1 certificate,
   * 0.15% privately offered class B-2 certificate, and
   * 0.15% privately offered class B-3 certificate.

The ratings on the class M-1, M-2, M-3, B-1 and B-2 certificates
are based on their respective subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral and the
strength of the legal and financial structures and GMAC Mortgage
Corporation's (rated 'RPS1' by Fitch) capabilities as servicer.

As of the cut-off date (November 1, 2004), the trust consists of
one group of 1,239 conventional, fully amortizing 30-year fixed-
rate, mortgage loans secured by first liens on one- to four-family
residential properties, with an aggregate principal balance of
$551,902,143.78.  The average unpaid principal balance as of the
cut-off date is $445,441.60.  The weighted average original loan-
to-value ratio -- OLTV -- is 71.38%.  The weighted average FICO
score for the pool is 734.  Rate/Term and Cash-out refinance loans
represent 16.34% and 24.35% of the loan pool, respectively.  The
states that represent the largest portion of the mortgage loans
are:

            * California (27.88%),
            * Massachusetts (11.55%),
            * New Jersey (7.92%),
            * New York (6.38%), and
            * Virginia (6.34%).

All other states represent less than 5% concentration of the total
mortgage pool.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation',
available on the Fitch Ratings web site at
http://www.fitchratings.com/

The loans were sold by GMAC Mortgage Corporation to Residential
Asset Mortgage Products, the depositor.  The depositor, a special
purpose corporation, deposited the loans in the trust, which then
issued the certificates.  For federal income tax purposes,
elections will be made to treat the trust fund as three real
estate mortgage investment conduits -- REMICs.


GRIFFIN FARM: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Griffin Farm & Landfill, Inc.
             3322 Old Camden Road
             Monroe, North Carolina 28110

Bankruptcy Case No.: 04-34193

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Carter Lea Properties, LLC                 04-34197

      Richard S. Griffin dba Richard S. Griffin
      Farms                                      04-34196

Type of Business: Griffin Farm operates a landfill in Union
                  County, North Carolina.  Carter Lea owns
                  properties.

Chapter 11 Petition Date: November 22, 2004

Court: Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: Travis W. Moon, Esq.
                  Hamilton, Gaskins, Fay & Moon, PLLC
                  2020 Charlotte Plaza
                  201 South College Street
                  Charlotte, North Carolina 28244
                  Tel: (704) 344-1117

                        -- and --

                  R. Keith Johnson, Esq.
                  312 West Trade Street
                  Suite 600, Builders Building
                  Charlotte, North Carolina 28202
                  Tel: (704) 372-3867

                                   Total Assets    Total Debts
                                   ------------    -----------
   Griffin Farm & Landfill, Inc.     $3,054,669     $3,938,450
   Carter Lea Properties, LLC          $300,000     $5,500,000
   Richard S. Griffin                $4,562,000     $4,958,372

Consolidated List of Debtors' 4 Largest Unsecured Creditors:

    Entity                       Nature Of Claim    Claim Amount
    ------                       ---------------    ------------
Circle S Ranch                                        $2,600,000
1604 Circle S Ranch Road
Monroe, North Carolina 28112

BB&T                             Bank loan              $300,000
Attn: Mark Rabon
PO Box 1847
Wilson, North Carolina 27894-1847

BB&T                             Bank loan              $300,000
Attn: Mark Rabon
PO Box 1847
Wilson, North Carolina 27894-1847

BB&T                             Bank loan               $30,000
Attn: Mark Rabon
PO Box 1847
Wilson, North Carolina 27894-1847


HATTERAS INCOME: Board Approves Plan of Liquidation & Termination
-----------------------------------------------------------------
At meetings held Nov. 17-18, 2004, the Board of Directors of
Hatteras Income Securities, Inc. (NYSE: HAT) approved a Plan of
Liquidation and Termination for the Company.  The Plan is intended
to accomplish the complete liquidation and termination of the
Company as both a registered investment company and a North
Carolina corporation.

Shareholder approval of the Plan is required.  Accordingly, a
proxy statement will be mailed to shareholders who hold shares as
of record on Dec. 17, 2004, soliciting their approval of the Plan
at a Feb. 18, 2005 shareholder meeting.  If the Plan is approved,
the Company will cause the orderly liquidation of all of its
assets to cash form and will make a liquidating distribution to
each shareholder equal to the shareholder's number of shares in
the Company multiplied by the net asset value per share.

                             Dividend

The next monthly dividend is payable on December 31, 2004 to
shareholders of record on December 13, 2004.  The December
dividend distribution is expected to be $0.051 per share.  The
December dividend represents a reduction from the previous month's
dividend of $0.065 per share.  The reduction will more closely
align the dividend with the earnings of the underlying assets
within the Company's portfolio.  As of November 19, 2004, the net
asset value per share of the Company was $14.70.

                   Portfolio Management Changes

Effective October 11, 2004, Marie Schofield and Carl Pappo,
members of the Banc of America Capital Management, LLC Core Fixed
Income Team, individually assumed portfolio management
responsibilities for the Company.  Prior to that date, the BACAP
Core Fixed Income Team, as a team, managed the portfolio of the
Company.  This change in portfolio management has not affected,
nor is it expected to affect, the Company's portfolio management
activities or day-to-day operations.

                   Appointment of New Officers

At meetings held November 17-18, 2004, the Board of Directors of
the Company accepted the resignation of Mr. Keith Banks as
President and Chief Executive Officer of the Company and appointed
Mr. Christopher Wilson as his replacement, effective January 1,
2005.  Also, the Board of Directors of the Company accepted the
resignation of Mr. Gerald Murphy as Treasurer and Chief Financial
Officer of the Company and appointed Mr. J. Kevin Connaughton as
his replacement, also effective January 1, 2005.  These change in
officers are not expected to affect the Company's management
activities or day-to-day operations.

The Company is a publicly traded closed-end registered investment
company, advised by BACAP, a Columbia Management entity.  Columbia
Management entities are subsidiaries of Bank of America
Corporation.


HCM KANSAS CITY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: HCM Kansas City, Inc.
        555 Republic Drive, Suite 490
        Plano, Texas 75074

Bankruptcy Case No.: 04-45482

Chapter 11 Petition Date: November 23, 2004

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: John P. Lewis, Jr., Esq.
                  1412 Main Street, Suite 210
                  Dallas, TX 75202
                  Tel: 214-742-5925
                  Fax: 214-742-5928

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

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


HOME EQUITY: S&P Downgrades Classes MF-2's & BV's Ratings to 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of certificates issued by Home Equity Mortgage Loan
Asset-Backed Trust Series SPMD 2000-C -- IndyMac ABS Inc.  The
rating on class MF-2 (fixed-rate group) is lowered to 'BB' from
'A', and the rating on class BV (adjustable-rate group) is lowered
to 'BB' from 'BBB'.  Concurrently, ratings are affirmed on the
remaining classes from the same series.

The lowered ratings reflect:

   -- continued erosion of credit support due to deteriorating
      collateral pool performance;

   -- current credit support percentage for class MF-2 of 2.50%,
      below the original support percentage of 3.25%;

   -- current credit support percentage for class BV of 2.07%,
      below the original support percentage of 3.00%;

   -- complete depletion of overcollateralization (o/c) for the
      fixed-rate group and o/c for the adjustable-rate group that
      has been reduced to $897,430, compared to its original
      target of $2,025,000;

   -- realized losses that have exceeded excess interest cash flow
      by an average of 5.87x and 1.97x in the most recent six
      months for the fixed-and adjustable-rate loan groups,
      respectively.

   -- serious delinquencies (90-plus days, foreclosure, and REO)
      of 38.74% and 36.34% for the fixed- and adjustable-rate loan
      groups, respectively; and

   -- a consistent loss trend that is expected to continue based
      on the current level of serious delinquencies.

As of the October 2004 remittance period, cumulative realized
losses, as a percentage of original pool balance, totaled 3.96%
($7,121,612) and 2.72% ($ 7,332,496) for the fixed- and
adjustable-rate groups, respectively.  Specifically, manufactured
housing has accounted for more than 50% of the cumulative losses
for both loan groups.  Currently, MH collateral in the respective
loan groups represents at least 32% of their outstanding pool
balances.

The affirmations reflect sufficient levels of credit support to
maintain the current ratings, despite the high level of
delinquencies and poor performance trend.

Standard & Poor's will continue to monitor the performance of the
transaction to ensure that the ratings assigned to the
certificates accurately reflect the risks associated with this
security.

Credit support is provided by subordination, o/c, and excess
interest cash flow.  In the case of the fixed-rate group, o/c is
completely depleted and, therefore, credit support is provided by
subordination and excess interest only.

Current credit support for the classes (prior to giving credit to
excess spread) is as follows:

   -- Class AF-5, AF-6: 45.17%
   -- Class AV-1: 58.11
   -- Class MF-1: 23.83%
   -- Class MV-1: 33.20%
   -- Class MF-2: 2.50%
   -- Class MV-2: 9.85%
   -- Class BV: 2.07

The collateral for these transactions consists of fixed, and
adjustable-rate home equity first- and second-lien loans secured
primarily by one- to four-family residential properties.
    
                        Ratings Lowered
   
          Home Equity Mortgage Loan Asset-Backed Trust
   
                                      Rating
              Series        Class   To        From
              ------        -----   --        ----
              SPMD 2000-C   MF-2    BB        A
              SPMD 2000-C   BV      BB        BBB
   
                        Ratings Affirmed
   
          Home Equity Mortgage Loan Asset-Backed Trust
   
          Series        Class                  Rating
          ------        -----                  ------
          SPMD 2000-C   AF-5, AF-6, AV, MV-1   AAA
          SPMD 2000-C   MF-1                   AA
          SPMD 2000-C   MV-2                   A


HUFFY CORP: U.S. Trustee Raises Objections to DIP Financing
-----------------------------------------------------------
Saul Eisen, the U.S. Trustee for Ohio, represented by Mary Anne
Wilsbacher, Esq., objects to some provisions contained in the
postpetition financing pact obtained by Huffy Corporation and its
debtor-affiliates from Congress Financial Corporation.

The U.S. Trustee expresses concerns about provisions buried in the
DIP Facility that:

     * grant immediately to Congress Financial liens on the
       Debtors' claims and from any "avoidance actions";

     * seek a waiver, without notice, of rights the estate may
       have under Section 506(c) of the Bankruptcy Code;

     * prime chapter 7 administrative expenses; and

     * grant automatic relief from stay upon default, conversion
       to chapter 7 or the appointment of a trustee.

The U.S. Trustee urges the U.S. Bankruptcy Court for the Southern
District of Ohio to approve the DIP Financing deal only if the
objectionable provisions are removed.

Headquartered in Miamisburg, Ohio, Huffy Corporation --
http://www.huffy.com/-- designs and supplies wheeled and related  
products, including bicycles, scooters and tricycles. The Company
and its debtor-affiliates filed for chapter 11 protection on Oct.
20, 2004 (Bankr. S.D. Ohio Case No. 04-39148). Kim Martin Lewis,
Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,
represent the Debtors in their restructuring efforts. When the
Debtors filed for protection from their creditors, they listed
$138,700,000 in total assets and $161,200,000 in total debts.


HUFFY CORP: Will Divest Skating & Hockey Equipment for $1.6 Mil.
----------------------------------------------------------------
Huffy Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio, Western
Division, for authority to sell their in-line skating and hockey
equipment businesses to The Forzani Group Ltd. subject to higher
and better offers, free and clear of liens, claims and interests,
and free from stamp, and sales or other similar taxes.

After thorough analyses, the Debtors decided to center their
reorganization around the core business of bicycles, other wheeled
products and golf products.

Forzani and the Debtors agreed that $1,615,000 is a fair and
reasonable price for the assets.  The Company will solicit higher
or better offers for these assets.  Competing bids must be
submitted by no later than Dec. 8, 2004 with a sale auction to be
held on Dec. 10, 2004 at the offices of Dinsmore & Shohl in
Cincinnati, Ohio.  A hearing to approve the sales will be held on
Dec. 14, 2004 at the United States Bankruptcy Court for the
Southern District of Ohio in Dayton.  If the proposed sale to the
stalking horse bidder will not materialize, Forzani is entitled to
a break-up fee of $50,000.

Additional information on the assets being sold, form of contract
and bidding procedures can be obtained by contacting:

                     Christopher Hooper
                     Lazard Freres & Co.
                     30 Rockefeller Plaza
                     61st Floor
                     New York, NY 10020,
                     Tel. No. (212) 632-6951
                     Fax No. (212) 332-1748

                          Inventory

The Company has also filed a motion to sell the remaining
inventory in its snowboards, in-line skates and skateboard
businesses.

The Company has received offers for the remaining inventory:

   -- Snowboards (including SIMS(R), Lamar(R) and LTD(R)
      products) in the amount of $840,000

   -- In-line skates including Ultra Wheels products in the
      amount of $240,000

   -- Skateboards including Oxygen(R), Rage(R) and Dukes(R)
      products in the amount of $42,800

The Company will solicit higher or better offers at the hearing to
the approve the sales on Nov. 29, 2004, at the U.S. Bankruptcy
Court for the Southern District of Ohio in Dayton. Additional
information on the inventory being sold and bidding procedures can
be obtained by contacting Patrick O'Malley at (937) 865-5411
(phone) or (937) 865-5484 (fax).

Headquartered in Miamisburg, Ohio, Huffy Corporation --
http://www.huffy.com/-- designs and supplies wheeled and related  
products, including bicycles, scooters and tricycles. The Company
and its debtor-affiliates filed for chapter 11 protection on Oct.
20, 2004 (Bankr. S.D. Ohio Case No. 04-39148).  Kim Martin Lewis,
Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$138,700,000 in total assets and $161,200,000 in total debts.


HUFFY CORP: U.S. Trustee Picks 7-Member Creditors' Committee
------------------------------------------------------------
The United States Trustee for Region 9 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors in Huffy
Corporation and its debtor-affiliates' chapter 11 cases:

      1. Bailey Cycle Service Limited
         c/o China Export and Credit Insurance Corp. and
         Coudert Brothers, LLP
         Attn: Edward H. Tillinghast, III, Esq.
         1114 Avenue of the Americas
         New York, New York 10036-7703
         Tel: 212-626-4400, Fax: 216-626-4120

      2. Cortina International
         Attn: Peter Wu
         Room 1405B, 14th Floor Argyle Centre Phase I
         No. 688 Nathan Road
         Kowloon, Hong Kong
         Tel: 852-2385-6071

      3. Jefferson Wells International, Inc.
         Attn: Beth A. Savage
         41 South High Street, Suite 3600
         Columbus, Ohio 43215
         Tel: 614-458-2014, Fax: 614-464-0560

      4. Richard L. Molen
         1440 Country Wood
         Dayton, Ohio 45440
         Tel: 937-848-7616, Fax: 937-848-7617

      5. Pension Benefit Guaranty Corporation
         Attn: Suzanne Kelly
         1200 K. Street North West, Suite 270
         Washington, District of Columbia 20005-4026
         Tel: 202-326-4070

      6. Ramiko Co.
         c/o China Export and Credit Insurance Corp. and
         Couder Brothers, LLP
         Attn: Edward H. Tillinghast, III, Esq.
         1114 Avenue of the Americas
         New York, New York 10036-7703
         Tel: 212-626-4400, Fax: 216-626-4120

      7. Shen Zhen Bo An Bike Co.
         c/o China Export and Credit Insurance Corp. and
         Couder Brothers, LLP
         Attn: Edward H. Tillinghast, III, Esq.
         1114 Avenue of the Americas
         New York, New York 10036-7703
         Tel: 212-626-4400, Fax: 216-626-4120

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

Headquartered in Miamisburg, Ohio, Huffy Corporation --
http://www.huffy.com/-- designs and supplies wheeled and related  
products, including bicycles, scooters and tricycles. The Company
and its debtor-affiliates filed for chapter 11 protection on Oct.
20, 2004 (Bankr. S.D. Ohio Case No. 04-39148). Kim Martin Lewis,
Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,
represent the Debtors in their restructuring efforts. When the
Debtors filed for protection from their creditors, they listed
$138,700,000 in total assets and $161,200,000 in total debts.


INDYMAC HOME: Moody's Lowers Ratings on Five Classes After Review
-----------------------------------------------------------------
Moody's Investors Service downgraded five certificates issued by
IndyMac Home Equity Mortgage Loan Asset Backed Trust, Series SPMD
2000-C.  The securitization is backed by subprime mortgages and
manufactured housing loans that were originated by IndyMac Bank
F.S.B.

The five classes have been under review for downgrade.  Two of the
certificates being downgraded, the MF-2 and BV classes, will
remain on review for downgrade pending the liquidation of loans
classified as REO.  The certificates were previously downgraded in
April 2003 due to higher-than-anticipated rates of default on the
loans backing the certificates and by the low rates of recovery
realized on the sale of repossessed manufactured homes.  The
erosion of credit support and continued pipeline of seriously
delinquent loans will contribute to ongoing weak pool performance.

The transaction has lender-paid mortgage insurance, which may
reduce the severity of loss associated with many of the riskier
loans.  The mortgage insurance may not, however, fully insulate
investors against the losses associated with defaulted loans.

IndyMac Bank F.S.B. is servicing the transaction and Deutsche Bank
National Trust Company is the trustee.

Moody's complete rating actions are:

Issuer:    IndyMac Home Equity Mortgage Loan Asset Backed Trust,
           Series SPMD 2000-C

Depositor: IndyMac ABS, Inc

Downgrades:

   * Series 2000-C; Class MF-1, downgraded to Baa2 from A2
   * Series 2000-C; Class MF-2, downgraded to B2 from Baa2
   * Series 2000-C; Class BF, downgraded to C from Caa3
   * Series 2000-C; Class MV-2, downgraded to Ba1 from Baa2
   * Series 2000-C; Class BV, downgraded to B2 from Ba2


INTEGRATED HEALTH: Tennessee Wants More Time to Amend Tax Claims
----------------------------------------------------------------
On January 7, 2003, the Office of the Tennessee Attorney General,
on behalf of the Tennessee Department of Revenue, filed Claim No.
14020, a prepetition tax claim for $272,554, and Claim No. 14021,
a postpetition tax claim for $15,557.

The Integrated Health Services, Inc. and its debtor-affiliates
sought to divide, reduce and reclassify both claims on the grounds
that their books and records reflect different amounts and that
the claims contain debts attributable to non-debtor entities or
another debtor.

William F. McCormick, Esq., at the Office of the Attorney General
Bankruptcy Division, in Nashville, Tennessee, informs the United
States Bankruptcy Court for the District of Delaware that the
Debtors and the Tennessee Revenue Department have been in contact
and are attempting to resolve their differences.  In fact, the
Debtors have already filed some returns and have provided
information on non-debtor entities.  These documents and
information are being processed by the Revenue Department.  After
the processing of the returns and checking the non-debtor, the
Revenue Department intends to amend its claims to reflect the new
amounts owed.

"At this time there is no way to tell how close the new amounts
will be to the Debtors' estimates nor is there a way to verify
what amount is owed by what entity," Mr. McCormick states.

In this regard, the Tennessee Revenue Department asks the Court
to:

   (1) grant it and the Debtors more time to work out the amounts
       owed;

   (2) grant it more time to file its amended claims;

   (3) upon the filing of the amended claims, disallow Claim
       Nos. 14020 and 14021 as amended and superceded; and

   (4) allow its amended claims as valid claims against the
       Debtors' Chapter 11 estates.

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


KAISER ALUMINUM: Promotes Mktg. Executives R. Weiss & T. Donnelly
-----------------------------------------------------------------
Kaiser Aluminum named Ron Weiss, Jr., 38, as Director of Marketing
for Flat Rolled Products and Tim Donnelly, 39, as National Product
Manager for Tube and Pipe Products.

Based at the company's Trentwood, Washington, rolling mill,
Weiss has responsibility for the inside sales function, pricing,
and market growth for Kaiser's heat treat flat rolled products.
He was previously Marketing Manager for Pipe and Tube Products at
Kaiser, a position he assumed when he joined the company in 2002.
Before joining Kaiser, he had spent 12 years in the steel
industry, in various sales and product management positions in
plate and sheet products with Lukens Steel and Bethlehem Steel.
He holds a Bachelor of Science degree in Electrical Engineering
from Villanova University.

Based at the company's Bellwood, Virginia, operation,
Donnelly has responsibility for marketing and pricing of pipe &
tube products and for asset utilization of associated production
facilities at Bellwood and at Kaiser plants in Chandler, Arizona,
and Richland, Washington.  Donnelly has held various sales and
sales management positions since he joined Kaiser in 1997.  Most
recently, he was Sales Manager for Aerospace Products.  Before
joining Kaiser, he was a product manager with the metals
technology firm Heraeus, and had also served as a plant
metallurgist for General Motors in St. Catharines, Ontario.  He
holds a degree in Metallurgical Engineering and Materials
Technology from Sir Sanford Fleming College in Peterborough,
Ontario and is also a Certified Quality Engineer with the American
Society for Quality.

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)


KRONOS INT'L: Prices EUR90 Million Sr. Notes via Private Placement
------------------------------------------------------------------
Kronos Worldwide, Inc. (NYSE: KRO) reported the pricing of a 90
million euro private placement offering by its wholly-owned
subsidiary, Kronos International, Inc., of add-on 8-7/8% Senior
Secured Notes due 2009 at the issue price of 107% plus accrued
interest from the issue date, which is anticipated to be on or
about Nov. 26, 2004.  Kronos International, Inc. conducts Kronos
Worldwide's titanium dioxide pigments operations in Europe.  It is
expected that the net proceeds of the offering will be loaned to
Kronos Worldwide.

The Notes are being issued as an add-on to Kronos International's
previously issued 285,000,000 euro aggregate principal amount of  
8-7/8% Senior Secured Notes due 2009.

The Notes will be sold to qualified institutional buyers in the
United States in reliance on Rule 144A and to persons outside of
the United States in reliance on Regulation S under the Securities
Act of 1933, as amended. The Notes will not be registered under
the Securities Act and, unless so registered, may not be offered
or sold in the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and applicable state securities laws. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
the Notes in any state in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under
the securities laws of any such state.

                        About the Company

Kronos International, Inc., is Europe's second largest producer of
TiO2 pigments.  The company is a wholly owned subsidiary of Kronos
Worldwide, Inc., a holding company, which has additional ownership
interests in certain North American TiO2 producers.  TiO2 pigments
are used in paints, paper, plastics, fibers and ceramics.  KII
generated approximately $785 million of sales and reported EBITDA
of approximately $139 million for the trailing 12-months ending
September 30, 2004.


KRONOS INT'L: Fitch Rates Planned EUR90 Million Sr. Debt at 'BB'
----------------------------------------------------------------
Fitch Ratings affirmed Valhi, Inc.'s senior secured credit rating
and senior unsecured (implied) rating at 'BB-'.  At the same time,
Fitch affirmed Kronos International, Inc.'s senior secured debt
rating of 'BB' and assigned a 'BB' to its proposed EUR90 million
private placement of add-on senior secured notes due 2009 .  The
Rating Outlook for both Valhi and KII remains Stable.

The proceeds of the EUR90 million private placement are expected
to be loaned to Kronos Worldwide.  Fitch expects KII's improved
cash flow from net operating activities will support the
additional debt.  Industry operating rates for titanium dioxide --
TiO2 -- should trend higher in 2005 due to solid demand and no new
capacity additions.  Kronos Worldwide and KII, like other TiO2
producers, are likely to gain greater pricing power as the economy
continues to grow and manufacturing activity increases in the
near-term.

The ratings are supported by Valhi's significant ownership of
Kronos Worldwide, Inc., and its strong operating margins and
market position as a TiO2 producer.  The rating rationale also
incorporates Valhi's complex corporate structure, dividend policy
and fundamentally acquisitive strategy.  The Stable Rating Outlook
continues to reflect the likelihood that Valhi's near-term
financial performance should remain steady with TiO2 business
conditions improving.  TiO2 prices have started to increase in the
second half of 2004 and sales volumes are expected to increase
compared to last year.

Fitch continues to monitor the dividend stream from KII up to
Valhi parent level.  KII paid $60 million in dividends to Kronos
Worldwide in the trailing 12-month period ending Sept. 30, 2004.
For the same period, Valhi paid approximately $30 million in
dividends to its shareholders.  Any substantial increase in
dividends declared that is not supported by cash flow from
operations could negatively affect the credit ratings.

In 2004, credit statistics for Valhi and KII have improved due to
modest increases in EBITDA levels with a slight increase in debt
at Valhi parent level.  Credit statistics for Valhi and KII remain
sufficient for the rating category with EBITDA-to-interest
incurred of 3.2 times (x) and 4.1x, respectively, for the trailing
12-month period ending September 30, 2004.  Valhi's balance sheet
debt at the end of the third quarter was approximately
$659 million of which $350 million resides at KII. Valhi and KII
had a debt-to-EBITDA ratio of 3.4x and 2.5x, respectively, for the
trailing 12-month period ending September 30, 2004.  Total
adjusted debt-to-EBITDAR ratios, incorporating gross rent, for
Valhi and KII were 3.7x and 2.8x, respectively for the same
period.

Kronos International, Inc., is Europe's second largest producer of
TiO2 pigments.  The company is a wholly owned subsidiary of Kronos
Worldwide, Inc., a holding company, which has additional ownership
interests in certain North American TiO2 producers.  TiO2 pigments
are used in paints, paper, plastics, fibers and ceramics.  KII
generated approximately $785 million of sales and reported EBITDA
of approximately $139 million for the trailing 12-months ending
September 30, 2004.

Valhi is a holding company with direct and indirect ownership
stakes in:

   * NL Industries and Kronos Worldwide, Inc., producers of TiO2
     pigments;

   * CompX, a producer of locks and ball bearing slides, serving
     the office furniture industry;

   * TIMET, a producer of titanium metals products; and

   * Waste Control Specialists -- WCS, a provider of hazardous
     waste disposal services.

Valhi generated $1.35 billion of sales and approximately
$192 million of EBITDA for the trailing 12-months ending
September 30, 2004.  Kronos Worldwide, Inc., is the fifth-largest
TiO2 producer in the world and has a significant presence in
Europe, through its operating subsidiary, KII.


LAKESIDE INVESTMENTS: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Lakeside Investments Inc.
        13965 Best Road
        Durand, Illinois 61024

Bankruptcy Case No.: 04-75814

Chapter 11 Petition Date: November 22, 2004

Court: Northern District of Illinois (Rockford)

Judge: Manuel Barbosa

Debtor's Counsel: Bernard Natale, Esq.
                  Bernard J. Natale, Ltd.
                  308 West State Street, Suite 470
                  Rockford, Illinois 61101
                  Tel: (815) 964-4700

Total Assets: $2,033,004

Total Debts:    $983,895

Debtor's 3 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Fleming Company                                $23,953
PO Box 490
Marshfield, Wisconsin 54449-0490

Guyer & Enichen                                 $2,361
2601 Reid Farm Road
Rockford, Illinois 61114

Aramark                                           $861
215 18th Avenue
Rockford, Illinois 61104


LANDMARK IV: Moody's Places Ba2 Rating to $10.5M Class B-2L Notes
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to these Landmark IV
CDO Ltd. issues:

   * Aaa to:

     -- the U.S.$4,800,000 Class X Notes due December 15, 2009,

     -- the U.S.$162,000,000 Class A-1L Floating Rate Notes Due
        December 15, 2016,

     -- the U.S.$40,000,000 Class A-1LA Floating Rate Notes Due
        December 15, 2016, and

     -- the U.S.$10,000,000 Class A-1LB Floating Rate Notes Due
        December 15, 2016;

   * Aa2 to the U.S.$20,000,000 Class A-2L Floating Rate Notes Due
     December 15, 2016,

   * A2 to the U.S.$19,000,000 Class A-3L Floating Rate Notes Due
     December 15, 2016,

   * Baa2 to the U.S.$15,500,000 Class B-1L Floating Rate Notes
     Due December 15, 2016, and

   * Ba2 to the U.S.$10,500,000 Class B-2L Floating Rate Notes Due
     December 15, 2016.

The collateral of Landmark IV CDO Ltd. consists primarily of
speculative-grade commercial loans.

According to Moody's, the ratings are based primarily on the
expected loss posed to noteholders relative to the promise of
receiving the present value of such payments.  Moody's also
analyzed the risk of diminishment of cashflows from the underlying
portfolio of corporate debt due to defaults, the characteristics
of these assets and the safety of the transaction's structure.

The collateral manager is Aladdin Capital Management LLC.


LTX CORP: S&P Revises Outlook on Junk & Low-B Ratings to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Westwood, Massachusetts-based LTX Corp. to negative from stable,
following the company's preliminary results for the quarter ended
October 2004.  The corporate credit rating is affirmed at 'B' and
the subordinated debt is affirmed at 'CCC+'.

"The outlook revision reflects concerns arising from the company's
$38 million use of cash in the most recent quarter due to sharply
reduced sales, which fell 47% to $43 million," said Standard &
Poor's credit analyst Lucy Patricola.  Additionally, EBITDA turned
negative to about $6.5 million, down from $13.7 million for the
previous quarter ended July 2004.  LTX is expecting sales to
continue to slip and EBITDA losses to continue for the near term,
although the use of cash should moderate to the $12 to $15 million
range for the next quarter. Cash and equivalents as of
October 30, 2004, was $206 million and debt outstanding was
$150 million.

The ratings on LTX Corp. reflect highly volatile sales and
profitability, high leverage, substantial customer concentration,
and a narrow product line.  These are only partially offset by the
company's adequate cash balances and good technology.  LTX
supplies semiconductor automated test equipment -- ATE -- to
semiconductor manufacturers.  The company's Fusion tester -- its
key product platform -- incorporates leading-edge capabilities,
testing multiple signal types for system-on-a-chip designs.  Texas
Instruments has accounted for 58% of sales for the past two years.  
The ATE market historically has represented only a fraction of
overall semiconductor spending, and remains a highly volatile
segment of the semiconductor capital equipment market.


MOLECULAR IMAGING: Sept. 30 Stockholders' Deficit Nears $4 Million
------------------------------------------------------------------
Molecular Imaging Corporation (OTCBB:MLRI), a leading provider of
molecular imaging services to healthcare entities in the U.S.,
today announced financial results for the first fiscal quarter
ended Sept. 30, 2004.

The Company reported revenues for the three months ended Sept. 30,
2004 of $5,034,876, compared to revenues for the three months
ended Sept. 30, 2003 of $5,624,237.

Net loss for the three months ended September 30, 2004 was
$(458,218), compared to a net loss for the period ended September
30, 2003 of $(408,927).

Mr. Kenneth Frederick, Chief Executive Officer of the Company,
said, "We are generally encouraged by the results of operations
for the quarter. While we are disappointed with the slight drop in
revenue, approximately $400,000 of the $589,361 decrease in
revenue from the first quarter of 2004 resulted from some of our
customers electing to purchase FDG directly from third party
vendors as opposed to including it in the price of the service at
what was essentially a pass through of costs. Also, excluding the
non-cash impairment loss of $(177,231) relating to the GE lease
restructuring which took place during the quarter, our net loss
was less than for the first quarter of fiscal year 2004. On
another positive note, as compared to the first quarter of fiscal
year 2004, our gross profit percentage was higher and our general
and administrative expenses were slightly lower."

Mr. Frederick added, "When I became CEO in October we identified
two near term objectives. The first is to become profitable, and
the second is revenue growth commensurate with profitability. In
the past thirty days we have implemented stricter cost controls
and we will continue prudent cost containment initiatives. With
respect to revenue growth, we have refocused our sales team on
leveraging our industry leading quality service and on continuing
to grow both our pioneering PET and our increasing share of PET/CT
diagnostic services."

               About Molecular Imaging Corporation

Molecular Imaging Corporation is a leading national service
provider of Positron Emission Tomography diagnostic imaging
services. PET is a 3-Dimensional Full Body molecular imaging
procedure used to diagnose stage and assess treatment outcomes for
many cancers, cardiovascular disease and neurological disorders.
The Company operates both mobile and permanent (fixed) PET imaging
technologies for hospitals, diagnostic imaging centers and
physician group practices offices across the U.S. The Company's
clinical web site -- http://www.PETadvances.com/-- addresses  
questions about the various cancers and how molecular imaging can
assist and benefit physicians and their patients. The Company's
commercial web site -- http://www.molecularimagingcorp.com/--
addresses questions about our commercial services and investor
relations.

At Sept. 30,2004, Molecular Imaging's balance sheet showed a
$3,986,458 stockholders' deficit, compared to a $3,528,240 deficit
at June 30, 2004.


MOONEY AEROSPACE: Creditors Must File Proofs of Claim by Nov. 30
----------------------------------------------------------------           
The United States Bankruptcy Court for the District of Delaware
set Nov. 30, 2004, as the deadline for all creditors owed money by
Mooney Aerospace Group, Ltd., on account of claims arising prior
to June 10, 2004, to file their proofs of claim.

Creditors must file their written proofs of claim on or before the  
November 30 Claims Bar Date, and those forms must be delivered to:

         Clerk of the Bankruptcy Court
         District of Delaware
         824 Market Street, 5th Floor
         Wilmington, Delaware 19801

Headquartered in Kerrville, Texas, Mooney Aerospace Group, Ltd.  
-- http://www.mooney.com/-- is a general aviation holding company   
that owns Mooney Airplane Co., located in Kerrville, Texas. The  
Company filed for chapter 11 protection on June 10, 2004 (Bankr.  
Del. Case No. 04-11733). Mark A. Frankel, Esq., at Backenroth  
Frankel & Krinsky LLP, represents the Debtor in its restructuring  
efforts. When the Company filed for protection from its  
creditors, it listed $16,757,000 in total assets and $69,802,000  
in total debts.


MORGAN STANLEY: Fitch Puts Low-B Ratings on Three Cert. Classes
---------------------------------------------------------------
Morgan Stanley Capital, Inc.'s commercial mortgage pass-through
certificates, series 1997-WF1 are upgraded by Fitch Ratings as
follows:

   -- $28 million class D to 'AAA' from 'AA';
   -- $33.6 million class F to 'BBB-' from 'BB+'.

In addition, Fitch affirms these classes:

   -- $172.4 million class A-2 at 'AAA';
   -- Interest-only class X-1 at 'AAA';
   -- $30.8 million class B at 'AAA';
   -- $33.5 million class C at 'AAA';
   -- $5.6 million class G at 'BB';
   -- $8.4 million class H at 'B+';
   -- $8.4 million class J at 'B-'.

Fitch does not rate the $11.2 million class E, $5.6 million class
K, or the interest only class X-2 certificates.  The class A-1
certificates have been paid in full.

The upgrades are a result of increased subordination levels due to
additional loan amortization and prepayments.  The transaction
also benefits from the full defeasance of the largest loan (6.5%),
a hotel portfolio secured by three properties.  As of the November
2004 distribution date, the pool's aggregate collateral balance
has been reduced by approximately 39.7%, to $337.4 million from
$559.1 million at issuance.

There are currently two loans (1.9%) in special servicing.  The
largest loan (1.2%) is secured by an industrial property located
in Albany, New York and is 60 days delinquent.  The loan
transferred to special servicing due to a decline in occupancy
resulting from the largest tenant vacating its space.

The second largest loan (0.7%) is secured by an office property
located in Westborough, Massachusetts and is 90+ days delinquent.  
The loan transferred to special servicing due to the borrower's
request for debt service relief while attempting to re-lease the
property, which has suffered declines in occupancy.  The special
servicer is reviewing the borrower's request.


NAT JOSEPH CATERING: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: NAT Joseph Catering, Inc.
        dba Joseph Catering
        336 Hoover Street Northeast
        Minneapolis, Minnesota 55413

Bankruptcy Case No.: 04-46585

Type of Business: Catering

Chapter 11 Petition Date: November 22, 2004

Court: District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Steven B. Nosek, Esq.
                  Steven B. Nosek, P.A.
                  701 Fourth Avenue South, Suite 300
                  Minneapolis, Minnesota 55415

Financial Condition as of October 31, 2004:

      Total Assets:  $872,991

      Total Debts: $1,298,309

Debtor's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Fire Barn Associates, LLC                     $194,573
129 North 2nd Street, Suite 100
Minneapolis, Minnesota 55401

Crown Bank                                    $180,000
6600 France Avenue South, Suite 125
Edina, Minnesota 55435

C and J Leasing Corporation                   $130,604
PO Box 8219
Des Moines, Iowa 50301

US Foodservice                                 $44,072
SDS12-0815
PO Box 86
Minneapolis, Minnesota 55486-0815

Linnihan Foy Advertising                       $29,868

Minnesota Meetings & Events                    $17,087

Metro Food & Beverage Staffing                 $10,077

A to Z Rental - MPLS                            $9,860

Gregory J. Schmidt, P.A.                        $9,465

Minnegasco                                      $9,155

CaterRent                                       $8,929

Design Group, Inc.                              $8,383

Command Event Services                          $7,725

First Impression Group                          $6,670

Lanier Parking Systems                          $5,531

Qwest Dex                                       $5,286

Advanta Business Cards                          $5,162

Twin City Bridal Association                    $4,190

Blackey's Bakery                                $3,857

AARCEE Party Rental                             $3,685


NDCHEALTH CORP: Amends Credit Facility for Operating Flexibility
----------------------------------------------------------------
NDCHealth Corporation (NYSE: NDC) has amended its senior secured
credit facility, modifying the total leverage and fixed charge
coverage ratios to provide for greater flexibility.  The amendment
allows the company to incur certain restructuring costs as it
implements strategies to improve its business operations and
profitability.

The company expects to incur a charge of approximately $2 million
in its second quarter ending Nov. 26, 2004, related to severance
and other costs associated with the elimination of certain senior
management positions within the organization.  The elimination of
these positions allows the company to better align its resources
with key opportunities and, in parts of the company, to eliminate
a layer of management, bringing decision-making closer to the
customers.  This action was not anticipated at the beginning of
the fiscal second quarter, and NDCHealth may not have been able to
take this action and remain in compliance at the end of the
quarter with one of the covenants of its credit facility without
the amendment.  The company expects adjusted earnings per share
from continuing operations, before the effect of severance and
related charges, in its second fiscal quarter to be between $0.04
and $0.08.  A reconciliation of adjusted earnings per share to
GAAP earnings per share is provided with this press release.

The company expects to be in compliance with the amended credit
facility's financial covenants for the fiscal second quarter.  
Merrill Lynch & Co. acted as the administrative agent.

                         About NDCHealth

NDCHealth is uniquely positioned in healthcare as a leading
provider of point-of-care systems, electronic connectivity and
information solutions to pharmacies, hospitals, physicians,
pharmaceutical manufacturers and payers.

                          *     *     *

As reported in the Troubled Company Reporter on August 12, 2004,
Standard & Poor's Ratings Services revised its outlook on Atlanta,
Georgia-based NDCHealth Corporation to negative from stable. The
'BB-' corporate credit and senior secured bank loan ratings, and
the 'B' subordinated debt rating, were affirmed.

"The outlook revision reflects the expectation NDCHealth likely
will experience relatively lower operating profitability levels
over the near term," said Standard & Poor's credit analyst Emile
Courtney.


NEWAVE INC: Reports $515,029 3rd Quarter Net Loss
-------------------------------------------------
NeWave, Inc. (OTC Bulletin Board: NWAV) reported record revenue of
$2,105,183 for the quarter ended September 30, 2004 vs. $334,267
for the quarter ended September 30, 2003.  Net loss was ($515,029)
for the quarter ended September 30, 2004 vs. a net loss of
($123,833) for the quarter ended September 30, 2003.  NeWave
commenced operations in August 2003.  The Company's financial
complete results are available on its Form 10Q-SB for the period
ending September 30, 2004.

NeWave Chairman Michael Novielli stated, "Our top line continues
to grow sequentially quarter over quarter as a result of our
increased marketing efforts and recent expansion.  We will
continue focusing on accelerating revenue growth as well the
diversification of our business model that now includes Auction
Liquidator."

NeWave CEO Michael Hill commented, "We've now experienced three
consecutive quarters of record sales.  In order to continue with
the next phase of our business plan, we are concentrating our
efforts on the full scale launch of our eBay drop off store unit,
Auction Liquidator.  Our fulfillment center in Long Beach,
California is now operational and we are currently working to
finalize our national distribution channels." He added, "We plan
to leverage the current membership base of Online Supplier to
drive sales to Auction Liquidator, which is in lock step with our
mission to provide a fully integrated e-commerce solution to our
customers."

                        About the Company

NeWave is a direct marketing company which utilizes the internet
to maximize the income potential of its customers, by offering a
fully integrated turnkey ecommerce solution. NeWave's wholly-owned
subsidiary OnlineSupplier.com, offers a comprehensive line of
products and services at wholesale prices through its online club
membership. Additionally, NeWave's technology allows both large
complex organizations and small stand-alone businesses to create,
manage, and maintain effective website solutions for e-commerce.
To find out more about NeWave (OTC Bulletin Board: NWAV), visit
our websites at http://www.newave-inc.com/
http://www.onlinesupplier.com/and  
http://www.auctionliquidator.com/The Company's public financial  
information and filings can be viewed at http://www.sec.gov/

                          *     *     *

As reported in the Troubled Company Reporter's June 8, 2004,
edition, Kabani & Company's report on the Company's consolidated
financial statements for the fiscal years ended December 31, 2003,
and December 31, 2002, included an explanatory paragraph
expressing substantial doubt about NeWave's ability to continue as
a going concern.

These losses have continued in 2004.  For the nine-month period
ending September 30, 2004, NeWave posted a $3,344,334 net loss.  


NEWAVE INC: Inks Marketing & Merchandising Pact with Hi Speed
-------------------------------------------------------------
NeWave, Inc. (OTC Bulletin Board: NWAV) reported a marketing &
merchandising partnership with Hi Speed Media, a division of
ValueClick, the leading global provider of Internet advertising
solutions for online advertisers and website publishers.

Michael Hill, CEO of NeWave stated, "The partnership with Hi Speed
Media should produce efficiency in increasing the membership of
Online Supplier.  The cost effective acquisition of new customers
is something we continue to strive for."  He added, "Hi Speed's
access to over 40 million consumer profiles, enables us to
identify, reach, and establish relationships which should assist
us in increasing new membership enrollment and corresponding
revenue growth."

                     About ValueClick

ValueClick, Inc. is the leading global provider of Internet
advertising solutions for online advertisers and website
publishers.  As a pioneer of the performance-based advertising
model, ValueClick provides the most comprehensive portfolio of
online advertising solutions.  ValueClick Media provides a wide
range of online marketing solutions -- including Web Marketing,
Email Marketing, Lead Generation Marketing and Search Marketing --
to create awareness, build brands, deliver targeted visitors,
generate leads, drive sales and grow customer relationships.

                        About NeWave, Inc.

NeWave is a direct marketing company which utilizes the internet
to maximize the income potential of its customers, by offering a
fully integrated turnkey ecommerce solution. NeWave's wholly-owned
subsidiary OnlineSupplier.com, offers a comprehensive line of
products and services at wholesale prices through its online club
membership. Additionally, NeWave's technology allows both large
complex organizations and small stand-alone businesses to create,
manage, and maintain effective website solutions for e-commerce.
To find out more about NeWave (OTC Bulletin Board: NWAV), visit
our websites at http://www.newave-inc.com/
http://www.onlinesupplier.com/and  
http://www.auctionliquidator.com/The Company's public financial  
information and filings can be viewed at http://www.sec.gov/

                          *     *     *

As reported in the Troubled Company Reporter's June 8, 2004,
edition, Kabani & Company's report on the Company's consolidated
financial statements for the fiscal years ended December 31, 2003,
and December 31, 2002, included an explanatory paragraph
expressing substantial doubt about NeWave's ability to continue as
a going concern.

These losses have continued in 2004.  For the nine-month period
ending September 30, 2004, NeWave posted a $3,344,334 net loss.  


NORTHWEST AIRLINES: Successfully Restructures $975 Mil. Bank Loan
-----------------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) has successfully completed the
restructuring of its $975 million revolving bank credit facility.

The new term loan, the principal of which is payable over a six-
year period, replaces a fully drawn revolving line of credit that
was scheduled to mature in October of 2005.  J.P. Morgan, Deutsche
Bank and Citigroup acted as joint lead arrangers and book runners
of the transaction.  U.S. Bank, ABN-Amro and Calyon also served as
agents on the loan.

"We are pleased that we have restructured our bank facility one
year ahead of its maturity date.  With the bank loan restructured,
the final condition to our pilot agreement has now been satisfied
and the $300 million in annual labor cost savings from pilots and
management employees will go into effect on December 1," said Doug
Steenland, president and chief executive officer.

Mr. Steenland added, "We would like to thank the existing banks
who supported us in this restructuring.  The positive response we
received from our existing banks and from new investors indicates
their recognition of Northwest's strong strategic position and
industry leading performance and their confidence in our ability
to continue to achieve cost reductions and return to
profitability."

                        About the Company

Northwest Airlines is the world's fourth largest airline with hubs
at Detroit, Minneapolis/St. Paul, Memphis, Tokyo, and Amsterdam,
and approximately 1,500 daily departures. Northwest is a member
of SkyTeam, a global airline alliance partnership with Aeromexico,
Air France, Alitalia, Continental Airlines, CSA Czech Airlines,
Delta Air Lines, KLM Royal Dutch Airlines, and Korean Air.
SkyTeam offers customers one of the world's most extensive global
networks. Northwest and its travel partners serve more than
900 cities in more than 160 countries on six continents.

Northwest Airlines' Sept. 30, 2004 balance sheet shows liabilities
exceeding assets by over $2.4 billion.


NORTHWEST AIRLINES: S&P Affirms B Ratings on $975 Mil. Term Loans
-----------------------------------------------------------------
Standard & Poor's affirmed its 'B+' bank loan rating and '1'
recovery rating on the $975 million credit facility of Northwest
Airlines Inc. (B/Negative/--), following review of final
transaction documents.  The facility consists of:

   -- a $575 million $575 million Tranche A term facility due
      November 23, 2009 and

   -- a $400 million Tranche B term facility due November 23,
      2010.  

Northwest Airlines Inc., the fourth-largest U.S. airline, is an
indirect subsidiary of Northwest Airlines Corp. (B/Negative/--).
The '1' recovery rating reflects a high expectation of full
recovery of principal in the event of default.

"The credit facilities are secured by Northwest's valuable U.S.-
to-Asia route authorities, which should, even after discounts
applied in a simulated default scenario, cover the maximum amount
of liabilities secured," said Standard & Poor's credit analyst
Philip Baggaley.

The corporate credit ratings on both entities reflect a weak
airline industry revenue environment, substantial debt and pension
obligations, and the airline's need to lower its relatively high
labor costs.  However, Northwest Airlines Corp.'s credit profile
benefits from substantial liquidity, with $2.54 billion of
unrestricted cash (the largest amount, relative to the company's
size, of any major U.S. airline, except Southwest Airlines Co.
(A/Stable/--) at September 30, 2004, and ongoing cost-cutting
efforts.  Furthermore, the airline has secured an interim
concessionary contract with its pilots, which, together with
concessions by non-union employees, is expected to save $265 mil.
Annually, and the company targets an eventual $950 million of
annual savings from all labor groups.

Ratings could be lowered if the airline is unable to make further
progress in lowering its relatively high labor costs, or if a
worsening of the overall airline industry environment causes a
material deterioration in Northwest's financial profile,


OAKWOOD HOMES: S&P Ratings on Three Classes Tumble to 'D'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
Oakwood Homes Corp.-related classes from five transactions.

The lowered ratings reflect the unlikelihood that investors will
receive timely interest and the ultimate repayment of their
original principal investments.  Oakwood Mortgage Investors Inc.
Series 1997-B reported an outstanding liquidation-loss interest
shortfall for its B-1 class on the November 2004 payment date.  At
the same time, Oakwood Mortgage Investors Inc. Series 1998-B and
OMI Trust 1999-D each reported an outstanding liquidation-loss
interest shortfall for its M-2 classes.  In addition, the ratings
on class B-1 from Oakwood Mortgage Investors 1997-C, and class B-1
from OMI Trust 2002-A are being lowered to 'CC' in anticipation of
liquidation-loss interest shortfalls on the next payment date.

Standard & Poor's believes that interest shortfalls for these
deals will continue to be prevalent in the future, given the
adverse performance trends displayed by the underlying pools of
manufactured housing retail installment contracts originated by
Oakwood Homes Corp. and the location of mezzanine and subordinate
class write-down interest at the bottom of the transactions'
payment priorities (after distributions of senior principal).

Standard & Poor's will continue to monitor the outstanding ratings
associated with these transactions in anticipation of future
defaults.
   
                        Ratings Lowered
   
         Oakwood Mortgage Investors Inc. Series 1997-B
   
                                Rating
                    Class   To          From
                    -----   --          ----
                    B-1     D           CC
   
         Oakwood Mortgage Investors Inc. Series 1997-C
   
                                Rating
                    Class   To          From
                    -----   --          ----
                    B-1     CC          CCC-
    
         Oakwood Mortgage Investors Inc. Series 1998-B
  
                                Rating
                    Class   To          From
                    -----   --          ----
                    M-2     D           CC
    
                        OMI Trust 1999-D
   
                                Rating
                    Class   To          From
                    -----   --          ----
                    M-2     D           CC
   
                        OMI Trust 2002-A
   
                                Rating
                    Class   To          From
                    -----   --          ----
                    B-1     CC          CCC-


PEGASUS SATELLITE: Wants to Amend Employee Retention Program
------------------------------------------------------------
To recall, Judge Haines grants the Pegasus Satellite
Communications, Inc. and its debtor-affiliates' request in part.
Specifically, the terms and conditions of the Employee Retention
Plan are approved and authorized under Sections 363(b) and 105(a)
of the Bankruptcy Code.

The Debtors seek the United States Bankruptcy Court for the
District of Maine's authority to amend their employee retention
plan to provide for:

    (a) the further retention of 17 key employees through the
        consummation of a Chapter 11 plan; and

    (b) the retention of 28 key employees of Pegasus Broadcast
        Television, Inc., and its subsidiaries, who were not
        previously included in any KERP motion.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, in
Portland, Maine, relates that in light of the August 27th closing
of the sale of the Debtors' Satellite Assets, the Debtors are
faced with additional staffing challenges and needs.  Employees
are engaged in:

    -- reconciling amounts owed by DIRECTV, Inc., on account of
       services provided by the Debtors after the August 27th
       closing;

    -- operating the television broadcast business, pending the
       auction and sale of the stock or assets of the Broadcast
       Debtors;

    -- liquidating the remaining Satellite Assets;

    -- reconciling claims against the Debtors; and

    -- maintaining the Debtors' estates pending confirmation and
       consummation of a Chapter 11 plan.

To preserve value for the estates and ensure recovery for
unsecured creditors, the Debtors believe that it is necessary to
supplement the existing Satellite Retention Plan for a limited
number of Satellite Key Employees at an increased cost to the
estates of no more than $399,000.  The Debtors also want to
implement for the first time a retention plan for a limited number
of Broadcast Key Employees at a cost to the estates of no more
than $951,517.

                    Supplemental Retention Plan

Mr. Keach explains that with no retention bonus in place post-
closing, there is now little incentive for the Satellite Key
Employees to remain in the Debtors' employ other than to receive
limited severance.

Unfortunately, paying severance does not serve as an effective
retention tool, Mr. Keach says.  The Debtors recognize that the
Satellite Key Employees would rather obtain the security of new
employment, especially when these employees would likely be
offered equal or greater severance packages in that new
employment.  As their colleagues are either voluntarily leaving or
being severed as the transitioning of services to DIRECTV is
completed, morale is quickly and severely declining and the
Satellite Key Employees are being saddled with additional tasks
and responsibilities.

In putting together the Supplemental Retention Plan, the Debtors
have identified 17 employees who the Debtors believe may be most
vulnerable to leaving and whose loss would be irreplaceable:

        Name                       Proposed Plan Bonus
        ----                       -------------------
        Hammond, Sean R.                $31,250
        Martini, Sandra P.               22,000
        Fienberg, Andrew S.              25,000
        Cempe, Carl E.                   17,063
        Dohadwala, Aunali                22,538
        Del Santo, Carolina V.           19,413
        Gibbs, Mark S.                   23,325
        Smith, Monica S.                 17,500
        Srivastava, Manish               20,000
        Sherman, Mikhail Y.              20,750
        Barrett, Tonya                   24,813
        Brosnahan, Gary W.               36,575
        King, Patricia M.                13,750
        Clayton Martin, Sonya T.         15,000
        Carolina, Dorinda                34,238
        Eyer, Mark E.                    29,500
        Nachman, Michael P.              25,950
                                       --------
        Total Projected Cost           $398,662

The Debtors propose to pay each Satellite Key Employee a
supplemental retention bonus of 13 weeks additional salary.  The
Plan Bonus will be paid out on the consummation of a Chapter 11
plan for the Debtors.  If a Chapter 11 plan has not been
consummated by February 28, 2005, 50% of the Plan Bonus will be
paid on that date, with the balance paid on the date of the
consummation of a Chapter 11 plan.  No payment will be made if a
Satellite Key Employee is voluntarily terminated.  In the case of
an involuntary termination, the Plan Bonus would be paid on the
date of the termination.

The 17 Satellite Key Employees include 15 who are covered by the
Satellite Retention Plan and two non-management employees who were
not.  The Satellite Key Employees are members of four departments
in the Debtors' operations:

A. Finance and Accounting

    The six employees from this department are involved in
    tracking, controlling, billing and collecting cost
    reimbursements for the estates from DIRECTV during the
    transition period and will be needed for the wind down
    activities associated with completing financial statements for
    the Debtors and sale and collection of funds relating to the
    Debtors' assets.

B. Information Technology

    The six employees from this department, among other things,
    manage databases required by finance and accounting, are
    responsible for network operation, including the Debtors'
    e-mail system and the broadcast television control systems.
    These employees are also responsible for document retention
    and retrieval.

C. Human Resources

    The three employees are responsible for payroll, including the
    preparation of year-end W-2 statements to be distributed in
    January 2005, benefit issues, evaluation of termination for
    cause claims, and processing of termination notices and
    releases.

D. Legal

    The two employees from this department will be involved with
    the rejection of contracts, evaluating and providing
    information related to claims filed against the estate,
    preparation of the Chapter 11 plan and the offering memorandum
    in connection with the broadcast sale, the negotiation of
    agreements with third party purchasers of the broadcast assets
    and other matters that will arise while operating the
    broadcast television stations and providing transition
    services to DIRECTV.

The functions carried out by the Satellite Key Employees are
crucial to the winding down of the Debtors' business operations,
Mr. Keach asserts.  It would be difficult to replace the
Satellite Key Employees and it would cost significant amounts to
replace them for a limited period of time to fulfill their
functions.  Furthermore, the Satellite Key Employees have
developed considerable expertise and knowledge about the Debtors'
operations and systems that are extremely difficult to replicate.
The Debtors believe that to the extent the Satellite Key
Employees leave, there may be significant loss of value to the
Debtors' estates and the incurrence of greater expense and time to
have non-employees fulfill the functions carried on by the
Satellite Key Employees.

                     Broadcast Retention Plan

Due to the sale of the Satellite Assets, the Broadcast Assets
comprise substantially all of the Debtors' remaining assets.  The
Broadcast Assets include certain Federal Communications
Commission authorizations, real property, agreements to operate
television stations, options to purchase television stations, time
brokerage agreements, lease agreements with respect to studio
facilities and other contract rights and normal working capital
levels.

The Debtors anticipate that they will be filing a motion in the
near future to approve bidding procedures in connection with the
sale of the Broadcast Assets.  The Debtors' non-debtor parent,
PCC, will act as the stalking horse bidder for the sale of the
Broadcast Assets for a cash purchase price of $75,000,000, subject
to higher and better offers, with no break up fee -- but
reimbursement of out-or-pocket expenses, not to exceed $1,000,000.  
The Debtors anticipate that multiple parties may express interest
in acquiring some or all of the Broadcast Assets.

Accordingly, in addition to their regular duties, the Broadcast
Key Employees will be required to assist in all aspects of the due
diligence, auction and closing of the sale of the Broadcast
Assets.  Although PCC is the stalking horse bidder, because the
Debtors and Official Committee of Unsecured Creditors want to
encourage active bidding for the Broadcast Assets, the
negotiations regarding the structure and documentation of the sale
of the Broadcast Assets involves complex corporate, regulatory and
tax issues and have taken longer than the parties' initial
expectations of the task at hand.  Given that the sale of the
Broadcast Assets will be conducted as an auction sale, there will
be uncertainty as to who will succeed as the winning bidder and
this uncertainty has been prolonged while the parties are working
through the complex issues.  Depending on the identity of the
winning bidder or bidders, the Broadcast Key Employees may be
working themselves out of a job.

Accordingly, to retain the Broadcast Key Employees during this
critical phase, the Broadcast Debtors propose a modest retention
program consisting of three components:

     (i) a retention award component;

    (ii) a severance component; and

   (iii) payments of benefits under the healthcare continuation
         coverage in accordance with the requirements of Part 6 of
         Title I of ERISA and Section 4980B of the Internal
         Revenue Code.

Mr. Keach explains that the Broadcast Retention Plan was
structured by taking the Broadcast Debtors' existing prepetition
severance program and dividing it into two equal payments and
providing for COBRA Benefits.  It is designed to incentivize the
Broadcast Key Employees to work diligently during the sale process
for the Broadcast Assets while simultaneously providing them with
a safety net in the event that PCC is not the winning bidder at
the auction of the Broadcast Assets.  To allay the Committee's
concerns that the Debtors' estates not bear the costs of the
Broadcast Retention Plan if PCC is the winning bidder for the
Broadcast Assets, any amounts that are paid out under the
Broadcast Retention Plan prior to closing will be repaid by PCC to
the Debtors' estates if PCC is the winning bidder at the initial
$75,000,000 offer.  However, if PCC has to increase its bid for
the Broadcast Assets beyond the initial $75,000,000 and is the
winning bidder at that increased amount, PCC will not be required
to reimburse the Debtors' estates for any increased amounts that
may have been paid out under the Broadcast Retention Plan.

The retention award component would constitute 1/2 of what a
Broadcast Key Employee would otherwise have been entitled to under
the Broadcast Debtors' prepetition severance program and is
calculated as:

        Employee Level                    Minimum
        --------------                    -------
        Manager                          6.5 weeks
        Director                          13 weeks
        Vice President                    26 weeks

The aggregate cost of the Retention Award for all Broadcast Key
Employees would be $419,058.  The Retention Award would only be
paid to a Broadcast Key Employee if PCC is not the winning bidder
at the earlier of a closing of a transaction involving a sale,
acquisition or change in control of the Debtors' Broadcast
division or substantially all of Broadcast Assets or an
involuntary employment termination.

Pursuant to the severance component, Broadcast Key Employees are
guaranteed a certain payout upon involuntary termination for
reasons other than unsatisfactory performance.  The Severance
Payments under this component are calculated as:

        Employee Level                    Minimum
        --------------                    -------
        Manager                          6.5 weeks
        Director                          13 weeks
        Vice President                    26 weeks

In general, the severance amounts represent about one-half of the
severance amounts that each employee ordinarily would have
received under the Debtors' prepetition severance policy, which
was at a competitive market level.  The Debtors estimate that the
maximum cost for the severance component of the Broadcast
Retention Plan -- if all of the Broadcast Key Employees were
terminated -- is $419,058.

The Severance Payment would supersede any prepetition severance
plans for the Broadcast Key Employees and will be paid upon
involuntary termination of a Broadcast Key Employee for reasons
other than:

      (i) unsatisfactory performance;

     (ii) a transaction involving a sale, acquisition or change
          in control of the Debtors' Broadcast division or
          substantially all of the Broadcast Assets with a third
          party in which the Acquiror hires a Broadcast Key
          Employee upon the closing of that transaction on those
          terms, compensation, responsibilities and geographic
          location consistent with the Broadcast Key Employee's
          current employment; or

    (iii) if PCC is the winning bidder for the Broadcast Assets.

The Debtors propose to pay the Severance Payment on an
administrative expense basis.  Payment under the severance
component would be conditioned on each Broadcast Key Employee
executing a valid release of all claims arising out of the
employee's employment or termination, in a form satisfactory to
the Debtors.  The severance component will supersede any
prepetition severance plans for the Broadcast Key Employees.

The third component of the Broadcast Retention Program is family
coverage COBRA benefits.  The estimated costs for all Broadcast
Key Employees would aggregate $113,400.

Mr. Keach states that in structuring the Broadcast Retention Plan
in the manner proposed, it is not anticipated that there would be
any payments to Broadcast Key Employees under the Broadcast
Retention Plan if PCC is the winning bidder for the Broadcast
Assets.  However, if PCC is not the winning bidder, the additional
consideration paid by the Acquiror in topping the bid by PCC for
the Broadcast Assets, will cover some, if not, all of the costs of
the Broadcast Retention Plan.

The Broadcast Key Employees include:

                            Proposed   Proposed     Proposed
                            Retention  Severance  Cost of COBRA
    Name                    Award      Payment      Benefits
    ----                   ---------- ----------  -------------
    Paige, Charles E.        $21,250     $21,250       $5,400
    Levine, Jason K.          23,750      23,750        5,400
    Paris, Jackie D.          70,000      70,000       10,800
    Carpenter, Marion L.      40,000      40,000       10,800
    Yanuzzi, Michael          70,000      70,000       10,800
    McCarthy, Tracye D.       14,813      14,813        2,700
    Pink, Lawrence F.          7,313       7,313        2,700
    Dudley, Sherwood D.        4,875       4,875        2,700
    Dillard, Kellye D.         6,225       6,225        2,700
    Senter, Herbert T.        23,750      23,750        5,400
    Bell, Patricia A.          4,375       4,375        2,700
    Edwards, Susan             5,200       5,200        2,700
    Blakeney, Terrence M.      7,125       7,125        2,700
    Holland, Dennis J.         8,750       8,750        2,700
    Smith, Karen E.            4,375       4,375        2,700
    Ouellette, Roy             6,665       6,665        2,700
    Marshall, John G.          5,000       5,000        2,700
    Cadman, Jonathan          18,000      18,000        5,400
    Bisagni, James A.          6,250       6,250        2,700
    Greenwald, Linda           4,000       4,000        2,700
    Musto, Marianne            5,675       5,675        2,700
    Chofey, Richard            6,250       6,250        2,700
    Hinterschied, David M.    24,225      24,225        5,400
    Kenny, Tana M.             9,375       9,375        2,700
    Brown, Michael F.          6,394       6,394        2,700
    Jones, Doris L.            4,625       4,625        2,700
    Abel, Donald W.            5,388       5,388        2,700
    Conroy, Lorraine J.        5,413       5,413        2,700
                           ----------  ----------  -----------
    Projected Cost          $419,058    $419,058     $113,400

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)


PILLOWTEX: Asks Court to Approve Beacon Blankets Settlement Pact
----------------------------------------------------------------
According to William H. Sudell, Jr., Esq., at Morris, Nichols,  
Arsht & Tunnell, in Wilmington, Delaware, in July 2001, Debtor  
Beacon Manufacturing Company agreed to sell certain assets to  
Beacon Blankets, Inc., in exchange for, among other things, a  
$1,340,000 purchase money note.  As part of the Sale, Beacon  
Blankets executed and delivered to Beacon Manufacturing a  
subordinated security agreement, dated September 6, 2001, as  
security for the Note.  The Subordinated Security Agreement and  
other documents granted Beacon Manufacturing security interests  
and liens in virtually all assets of Beacon Blankets except  
certain real property in South Carolina, subordinate to the  
security interests and liens held by The CIT Group/Commercial  
Services, Inc.  The security interests and liens were duly  
perfected by Beacon Manufacturing.

Beacon Blankets filed a Chapter 11 petition in the U.S.  
Bankruptcy Court for the Western District of North Carolina in  
May 2002.  The North Carolina Court granted Beacon Manufacturing  
adequate protection for its prepetition secured claim against  
Beacon Blankets, a security interest in and lien on virtually all  
assets of Beacon Blankets.

Subsequently, Beacon Blankets liquidated its assets, paid in full  
CIT Group's first-priority secured claim, and paid substantial  
sums to Beacon Manufacturing.

Beacon Manufacturing asserts that its secured claim against  
Beacon Blankets, as of October 20, 2004, comprises of $46,004 in  
unpaid accrued interest and $366,943 in unpaid principal -- for a  
total of $412,946 -- plus $247,748 in unpaid attorneys' fees and  
expenses incurred through September 30, 2004.

Mr. Sudell relates that Beacon Blankets filed motions in its  
Chapter 11 case:

   (1) disputing Beacon Manufacturing's application of the
       payments that it has received from Beacon Blankets to the
       principal and interest owed under the Note;

   (2) asserting that Beacon Manufacturing is subject to certain
       surcharges under Section 506(c) of the Bankruptcy Code;

   (3) alleging that Beacon Manufacturing caused CIT Group to
       improperly marshal proceeds of certain collateral to the
       unjust benefit of Beacon Manufacturing; and

   (4) alleging that Beacon Manufacturing did not properly
       collect on certain accounts receivable that were owing to
       Beacon Blankets and assigned to Beacon Manufacturing for
       collection.

Moreover, Beacon Blankets commenced an adversary proceeding  
against Beacon Manufacturing in the North Carolina Court for  
determination of Beacon Blankets' and Beacon Manufacturing's  
rights to certain artwork that Beacon Blankets liquidated for  
$491,482 net proceeds.  Beacon Manufacturing asserts that it owns  
the title to and rights in the Artwork and the proceeds.

After arm's-length and good faith negotiations, Beacon  
Manufacturing, Pillowtex Corporation and Beacon Blankets decided  
to settle all claims and defenses relating to the Note, the  
Beacon Motions, and the Adversary Action by entering into a  
settlement agreement.

Pillowtex and Beacon Manufacturing ask the Court to approve the  
Settlement Agreement.

The salient terms of the Settlement Agreement include:

   (a) Beacon Blankets will pay Beacon Manufacturing $450,000;

   (b) The Beacon Motions will be withdrawn and the Adversary
       Action will be dismissed with prejudice;

   (c) Beacon Manufacturing, Pillowtex, and their related
       entities will release and discharge Beacon Blankets from
       all claims and liabilities, including all claims to any
       interest in the Artwork or the Proceeds;

   (d) Pillowtex will have an allowed $650,696 non-priority
       unsecured claim against Beacon Blankets' estate; and

   (e) Beacon Blankets and its related entities will release and
       discharge Beacon Manufacturing and Pillowtex from all
       claims and liabilities.  Beacon Blankets will withdraw
       all proofs of claim filed in the Chapter 11 cases of
       Beacon Manufacturing and Pillowtex.

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)


PRIMARY ENERGY: Moody's Rates Planned $165M Sr. Secured Loan B2
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Primary Energy
Holdings, LLC's proposed $165 million senior secured term loan B
facility due in November 2011. The rating outlook is stable.

PE is a developer, owner and operator of on-site combined heat and
power and recycling energy projects.  PE's controlling shareholder
is American Securities Capital Partners, LLC -- ASCP, which owns
98% of the company.  PE's wholly owned subsidiary, Primary Energy
Steel -- PES, has ownership interests in 6 projects located at
some of the highest quality and most efficient steel mills in the
country (the Steel Projects).  In July, PE entered into a purchase
and sale agreement pursuant to which Primary Energy CHP -- CHP, a
newly created, wholly owned subsidiary of PE, agreed to acquire
from the Reservoir Capital Group, a private investment firm,
6 qualifying facilities (QF Projects) that were formerly owned by
Sithe Energy.  The proceeds from the proposed financing will be
used to help finance the acquisition, to retire a customer deposit
at one of PE's existing steel projects, to fund reserve accounts
and to pay for costs and fees associated with the financing.

The B2 rating reflects the relatively predictable cash flow
sourced from a diversified portfolio of 11 power projects,
totaling approximately 713 megawatts, and a partnership interest
in a coal pulverization project.  PES owns 5 cogeneration plants
and a 50% ownership interest in a coal pulverization facility.  
These assets serve 3 of the largest and most efficient integrated
steels mills and a finishing mill, all located in Northwest
Indiana.  Additionally, CHP owns 6 QF Projects that provide
electricity and thermal energy to investment-grade utilities in
California, Colorado, and New Jersey.

The rating incorporates the fully contracted nature of the cash
flow, which is supported by long-term power purchase
agreements/tolling agreements -- PPAs -- whose tenor ranges from
4 to 16 years.  Only one PPA expires prior to the maturity of the
term loan in 2011.  This relates to a project in Kenilworth, New
Jersey that contributes only about 1% of PE's total projected cash
flow.  The majority of the distributable cash flow from these
projects is received in the years through 2013.  In addition, the
12 projects receive approximately 36% of their revenues in
capacity payments irrespective of whether the projects are
dispatched or not.  However, receipt of capacity payments is
subject to the projects' achieving certain capacity factors, which
Moody's believes are achievable under normal operating conditions.

In assigning the rating, Moody's also considered structural
features in the term loan agreement, including:   

   (a) a cash sweep of 75% of available cash flow after scheduled
       debt service until all debt is fully repaid;

   (b) a 6 month debt service reserve covering forward interest
       and scheduled debt service; and

    (c) a set of financial and other covenants that restrict the
       business and financial activities of the borrower.

The transaction provides for a 1% required amortization, with a
75% sweep of excess cash generated to further pay down outstanding
debt levels under the term loan facility.

The rating also incorporates the significant consolidated leverage
at PE, reflecting the approximately $335 million of project level
debt.  Moody's notes that repayment of the term loan is
structurally subordinated to project level debt service.

The rating considers the terms of existing debt and liens at the
underlying projects.  Existing agreements at the six projects
owned by PES, allow creditors to force the trapping of cash at the
project level for multiple projects if there is a problem at any
one project.  Three of PES' projects, Cokenergy, Harbor Coal and
Lakeside, have guarantees from affiliates of NiSource, Inc. (the
NiSource guarantees) that were associated with the original
secured lease financing at the projects and were put in place when
the facilities were originally constructed to ensure performance
at the operating level.  As compensation for the NiSource
guarantees, PE granted NiSource a first priority lien on PE's
equity interest in PES and a first priority lien on PES' equity
interests in Cokenergy, Harbor Coal, and Lakeside.  NiSource also
has a second priority lien on PES' equity interests in the three
other Steel Projects, namely, North Lake, Ironside, and Portside.
Should NiSource need to perform under any of its guarantees, it
has the ability to foreclose on its equity interest in PES, which
could result in the cutting off of dividends from PES to PE.  The
other three projects owned by PES, North Lake, Ironside and
Portside, were financed under a loan agreement with GECC, which
has a first priority lien on the assets of the three projects, as
well as a first lien on the equity interests in these projects.  
Dividends to PES could be blocked if the three projects fail to
meet individual and combined performance tests, and the projects
are also cross defaulted to each other.

The term loan will be secured by the equity of PE, the equity of
CHP, and a first lien on the assets and equity in one of the QF
Projects (Greeley in Colorado, which is unencumbered) and 49% of
the equity in another (Kenilworth in New Jersey).  Moody's
believes that the collateral provides limited value because of the
existence of liens on the hard assets at the project financing
level and the liens on the stock of the underlying projects.

Liquidity is supported by a six month cash-funded debt service
reserve of which approximately $5.1 million will be funded at
closing and the remaining $3.9 will be funded from operating cash
flows in the first year.  Major maintenance reserves will be cash
funded at closing.

Projected debt service coverage ratios prior to the sweep of all
excess cash are higher than comparably rated power projects,
partly due to the nature of the financing structure, which
requires only a 1% amortization of outstanding term loan
obligations.  Due to the structure, debt service coverage ratios
are not the most meaningful measure in this transaction.  However,
the reliance upon the cash sweep for the bulk of expected
amortization provides a degree of protection against unexpected
short-term variability in cash flows upstreamed from the
underlying projects.  Base case projections indicate that the term
loan facility will have minimal refinancing risk at maturity in
2011 ($5.3 million) using the cash sweep mechanism, with moderate
refinancing risk under some downside scenarios.

While the portfolio of 12 underlying projects provides some
diversification in terms of geographic location and off-taker,
there is a high degree of cash flow concentration because
approximately two thirds of the cash flow upstreamed to PE is
derived from the projects held by PES and another 26% of PE's cash
flow is derived from three of the QF projects.

Moody's also considered the below investment-grade credit profile
of the three steel mill hosts:

   * Ispat Inland Inc. (Ispat Inland; B3 Senior Implied),
   * International Steel Group Inc. (ISG; Ba2 Senior Implied), and
   * United States Steel Corporation (US Steel; Ba2 Senior
     Implied).

Ispat Inland contributes approximately 44% of projected
distributable cash flow over the life of the term loan.

On October 27, 2004, Moody's placed the ratings of both Ispat
Inland and ISG under review for possible upgrade following the
announcement of the merger of the two companies.  The merger is
anticipated to close by the end of the first quarter in 2005.  
Moody's will evaluate the credit quality of the combined entity
upon the consummation of the merger and the potential credit
impact it has on PE.  Given the significance of the combined cash
flows from the Ispat Inland and ISG projects (together they would
represent over 55% of projected distributable cash flow to PE),
the rating of PE could move up if the underlying ratings of the
off-takers go up.

In assigning the rating, Moody's assessed the risk that the host
steel mills will not be operating at the level expected as a
result of competition from imports and mini-mills.  The host steel
mills are cost-competitive, top-quartile integrated mills
according to the Hatch Technology Ranking System.  The mills
supply high value steel products to OEMs, including the automotive
and appliance industries.  PES' inside-the-fence, on-site power
plants support the strategies of the host companies for lowering
the high energy costs that comprise a large component of operating
costs.  The PES facilities provide the host mills a low cost
alternative for power compared to current wholesale prices in the
region.  The cost advantage at PES' facilities is attributable to
the utilization of waste gas and heat from blast furnace/coke
ovens to make steam in order to generate electricity.  
Contractually, each of the PES' facilities has first dispatch
rights.  On average, they supply less than 50% of each host's
power needs, providing some cushion from fluctuations of steel
production volume.  Furthermore, about 50% of project cash flows
to PES are derived from capacity payments, which must be made
irrespective of the amount of power or steam the hosts utilize.

The rating also factors in the uncertainty associated with the
future determination of short-run avoided costs -- SRAC -- pricing
for the four California-based QF Projects.  These four projects
include the Naval Station, North Island, the Naval Training Center
(together, the Navy Projects), and Oxnard.  

The Navy Projects are largely insulated from this risk through
September 2006 as these projects receive a fixed SRAC pricing of
$53.7/MWh and have hedged approximately 80% of their fuel supply
through a fixed priced gas supply contract with Sempra Energy.  
After September 2006, although SRAC pricing is expected to move
with gas prices, legislative decisions could potentially produce a
mismatch between SRAC pricing and the projects' actual natural gas
costs.  Moody's notes that the steam contracts of these projects
help to mitigate this risk because the Navy partially compensates
the projects for any potential negative spark spreads between the
projects' electric revenues and natural gas costs.  In addition,
fixed capacity payments represent about 28% of QF project cash
flows to CHP.

Moody's assessed projections for PE. If cash sweep amounts are
included in the denominator of the debt service coverage ratio,
average DSCR and minimum DSCR in the issuer's base case are both
1.20 times.  While the flexibility afforded by the minimal 1%
mandatory principal amortization improves coverage of required
amortization, it could also contribute to greater potential
refinancing risk in 2011.  In the base case, the term loan has
minimal refinancing risk ($5.3 million or 3.2%).  Moody's also
evaluated a number of sensitivity scenarios including a 30% fall
in natural gas prices and including scenarios in which cash is
trapped at the project level by actions by GE or PES.  Cash flows
are most sensitive to cash traps at PES (which represents about
2/3s of cash flow to PE).  However, Moody's believes that the PES
trap scenario is relatively unlikely due to the top quartile
ranking of the host steel mills.  Projected cash flow is less
sensitive to falling gas prices and scenarios in which cash is
trapped by GE.

The rating is predicated upon final documentation being consistent
with Moody's current understanding of the transaction structure.

A pre-sale report with additional details will be posted on
http://www.moodys.com/

Primary Energy Holdings LLC is a developer, owner and operator of
on-site combined heat and power and recycling energy projects.  It
is headquartered in Oak Brook, Illinois.


PROVIDIAN FINANCIAL: Completes $850 Million Term Securitizations
----------------------------------------------------------------
Providian Financial Corporation (NYSE:PVN) reported that Providian
National Bank has completed the sale of $500 million Series 2004-E
floating rate notes and $350 million Series 2004-F fixed rates
notes issued by Providian Gateway Owner Trust 2004-E and Providian
Gateway Owner Trust 2004-F and backed by certificates issued by
the Providian Gateway Master Trust.  The expected final payment
date of the offered classes of both Series 2004-E and Series 2004-
F is November 15, 2007.  Series 2004-E offered classes include:

   -- approximately $327.2 million of Class A notes,
   -- approximately $49.4 million of Class B notes,
   -- approximately $61.7 million of Class C notes and
   -- approximately $61.7 million of Class D notes.

Series 2004-F offered classes include approximately $236.1 million
of Class A notes, approximately $27.4 million of Class B notes,
approximately $48.5 million of Class C notes and approximately
$38.0 million of Class D notes.

The Providian Gateway Owner Trust 2004-E and 2004-F notes
described above have not been and will not be registered under the
Securities Act of 1933 or any state securities law and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.

                         About Providian

San Francisco-based Providian Financial is a leading provider of
credit cards to mainstream American customers throughout the U.S.
By combining experience, analysis, technology and outstanding
customer service, Providian seeks to build long-lasting
relationships with its customers by providing products and
services that meet their evolving financial needs.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2004,
Standard & Poor's Ratings Services affirmed its ratings on
Providian Financial Corp., including its 'B' long-term
counterparty credit rating, and its bank subsidiary, Providian
National Bank, including its 'BB-/B' counterparty credit ratings,
and revised the outlook to positive from stable.

"The outlook revision acknowledges the improvement in financial
performance that Providian has achieved following the company's
ill-fated growth strategy involving a broad expansion into the
subprime market, including new account origination and the
expansion of credit lines to existing subprime customers," said
Standard & Poor's credit analyst John K. Bartko, C.P.A. As a
result, loss frequency increased beyond management's expectations
and ultimately, the strategy resulted in precipitous weakening of
asset quality measures, large losses, and the company's stock
price plummeting.


RCN CORP: Creditors Committee to Amend C&TA's Retention Terms
-------------------------------------------------------------
The Official Committee of Unsecured Creditors seeks the Bankruptcy
Court's permission to amend the terms of Capital & Technology
Advisors, LLC's retention effective as of Nov. 1, 2004.

As RCN Corporation and its debtor-affiliates' Chapter 11 cases
proceeds, Deirdre Ann Sullivan, Esq., at Milbank, Tweed, Hadley &
McCloy, LLP, in New York, explains that it is necessary for the
Committee to look to C&TA, and its wealth of industry-related
expertise to provide additional services and analyses related to
the Debtors' businesses.

For the Committee to fulfill its fiduciary obligations,  
additional services are needed from C&TA.  To that end, the  
Committee and C&TA negotiated amendments to the scope of services  
C&TA will provide the Committee and the amount of compensation  
C&TA will receive in light of its new duties.

The Amendments extends the services to be performed by C&TA to  
include:

   * reviewing and analyzing the Debtors' subscription and
     television programming agreements and rights, channel line-
     ups and tiers, and advising the Committee with respect the
     agreements and rights; and

   * assisting the Committee in making recommendations to the
     Debtors with respect to the Debtors' subscription and
     programming.

Due to the expanded scope of services to be provided by C&TA and  
the additional work to be undertaken by C&TA professionals, the  
Committee and C&TA negotiated an increase in C&TA's monthly fee.   
Pursuant to the Amendment, the C&TA's monthly fee will be  
increased to $30,000 per month, effective November 1, 2004.

Furthermore, the Committee and C&TA negotiated, in good faith, a  
range for the success fee C&TA will seek at the end of its  
retention.  The Committee and the Debtors have agreed that a  
success fee of no less than $1.25 million and no greater than  
$1.75 million will be payable to C&TA upon consummation of the  
Debtors' cases.  The final amount of the success fee will be  
determined by the Committee and the Bondholders at the conclusion  
of the Chapter 11 cases and will be subject to Bankruptcy Court  
approval.

Ms. Sullivan explains that the amount of the success fee is  
reasonable when compared to the value C&TA's services have  
provided to the Committee's constituency and when compared to  
success, transaction or restructuring fees, approved by the Court  
for other professionals retained in the Debtors' bankruptcy  
cases.  

Creditors have previously received notice of the range of C&TA  
success fee.  A statement that the Committee and the Debtors  
support the proposed success fee is included in the Debtors'  
Court-approved Disclosure Statement.  

Ms. Sullivan asserts that the amendments are necessary to provide  
the Committee with the level of service it requires to meet its  
obligations in representing the constituency of the Debtors'  
unsecured creditors.  In addition, the amendments are necessary  
to provide C&TA with reasonable compensation commensurate with  
the increased services sought by the Committee.

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)


RITE AID: Fitch Puts Single-B Ratings on $3.9 Bil. Bonds & Loan
---------------------------------------------------------------
Fitch Ratings initiated coverage of Rite Aid Corporation,
assigning a 'B-' rating to its $1.7 billion senior unsecured
notes, a 'B' rating to the company's $800 million senior secured
notes, and a 'B+' rating to the company's $1.4 billion bank
facility.  The Rating Outlook is Stable.

The ratings reflect Rite Aid's improving operating performance,
strengthened debt profile, and positive industry fundamentals.  
The ratings also recognize the company's limited financial
flexibility, the competitive operating environment, and industry
pricing pressures.  The ratings on Rite Aid's secured bank
facility and senior secured notes reflect their first and second
priority liens, respectively, on the company's assets.

As a result of various initiatives instituted by Rite Aid's
management team, including a focus on store level operations,
improving internal systems, and remerchandising products,
financial performance has improved.  Revenues increased to
$16.9 billion in the latest 12 months ended Aug. 28, 2004 from
$14.5 billion in 2001, while the store base declined by 434 stores
to 3,370 over the same period.  In addition, during this time,
EBITDA margin improved to 4.5% from 1.9%.  As the company embarks
on a sizable build-out program, including 30 new or relocated
stores in fiscal 2005 and 100 new or relocated stores in fiscal
2006, Fitch expects that revenues and operating profits will
continue to grow.  While the company's cash flow generation is
expected to remain in line with current levels, it is anticipated
to be used to fund the store growth, which is projected to cost
approximately $750 million over the next two years, before sale-
leaseback activity.

While the company has been able to reduce its debt over the past
few years as a result of equity issuance and asset sales, debt
levels remains high. Total debt was $3.8 billion at Aug. 28, 2004,
down from $5.8 billion in 2001.  In turn, total debt plus 8 times
(x) rent expense as a multiple of EBITDAR declined to 6.3x in the
12 months ended August 28, 2004 from 12.6x in 2001.  In addition,
in September 2004, Rite Aid refinanced its senior secured credit
facilities, with less restrictive financial covenants, extended
maturities, and more flexibility to repay debt.  Nonetheless,
given the anticipated use of cash for store growth, Fitch expects
that both debt balances and adjusted leverage will remain near
current levels.

Fitch recognizes that while Rite Aid benefits from positive
industry fundamentals, such as an aging population, growing usage
of prescription medications, and an improving pipeline of both
branded and generics, the drug retailing industry remains highly
competitive.  The entrance of new competitors and the growth of
existing ones have made the current operating environment more
difficult.  In addition, Fitch remains concerned about the impact
of certain industry trends on Rite Aid's future operating
performance.  Specifically, the shift of business to mail programs
has caused store traffic to decline and script fulfillment to be
down.  In addition, lower reimbursement rates, particularly for
generic drugs, continues to pressure operating results.


SALOMON BROTHERS: Fitch Junks Three Certificate Classes
-------------------------------------------------------
Fitch has taken rating actions on these Salomon Brothers Mortgage
Securities VII, Inc., mortgage pass-through certificates:

   * Salomon Brothers Mortgage Securities VII, Inc., mortgage
     pass-through certificates, series 2000-UP1

     -- Class A1 and A2, PO affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 upgraded to 'AA+' from 'AA';
     -- Class B-3 affirmed at 'BBB+';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 downgraded to 'CCC' from 'B'.

   * Salomon Brothers Mortgage Securities VII, Inc., mortgage
     pass-through certificates, series 2001-UP2 Group 1 Pool 1

     -- Class AF-1 and PO affirmed at 'AAA';

     -- Class BF-1 upgraded to 'AAA' from 'AA';

     -- Class BF-2 upgraded to 'AA' from 'A';

      -- Class BF-3 affirmed at 'BBB';

     -- Class BF-4 downgraded to 'BB-' from 'BB' and removed from
        Rating Watch Negative;

     -- Class BF-5 downgraded to 'C' from 'B' and removed from
     Rating Watch Negative.

   * Salomon Brothers Mortgage Securities VII, Inc., mortgage
     pass-through certificates, series 2001-UP2 Group 1 Pool 2

     -- Class AF-2 affirmed at 'AAA'.

   * Salomon Brothers Mortgage Securities VII, Inc., mortgage
     pass-through certificates, series 2001-UP2 Group 2

     -- Class AV affirmed at 'AAA';

     -- Class BV-1 affirmed at 'AA';

     -- Class BV-2 affirmed at 'A';

     -- Class BV-3 affirmed at 'BBB';

     -- Class BV-4 downgraded to 'B+' from 'BB' and removed from
        Rating Watch Negative;

     -- Class BV-5 downgraded to 'CCC' from 'B' and removed from
        Rating Watch Negative.

The upgrades, affecting $17,862,957 of outstanding certificates,
reflect increased credit enhancement relative to future loss
expectations.  The affirmations, affecting $121,768,927 of debt,
reflect credit enhancement consistent with future loss
expectations.  The negative rating actions are the result of poor
collateral performance and the deterioration of asset quality
beyond original expectations, and affect $2,218,100 of outstanding
certificates

The series 2000-UP1 transaction is collateralized by 30 year
fixed-rate mortgage loans.  As of the October 2004 distribution,
the pool factor (current mortgage loans outstanding as a % of the
initial pool) is 16%.  The mortgage pool is currently 50 months
seasoned.  The current pool balance is $91,784,583 and there are
2,196 mortgage loans remaining.  The 90+ delinquencies represent
6.02% of the mortgage pool, and foreclosures and REO represent
1.61% and 2.1%, respectively.

Series 2001-UP2 (Groups 1 and 2) comprise 30-year fixed-rate and
15-year adjustable-rate, fully amortizing mortgage loans.  As of
the October 2004 distribution, the 2001-UP2 mortgage pool is
38 months seasoned.  The current pool factor for Group 1 and Group
2 is 14% and 38%, respectively.  The current pool balance of Group
1 is $43,388,475 and there are 745 mortgage loans remaining.  The
90+ delinquencies represent 4.87% of the mortgage pool,
foreclosures and REO represent 1.64% and 2.01%, respectively.  The
current pool balance of Group 2 is $7,533,766 and there are 144
loans remaining.  The 90+ delinquencies represent 0.47% of the
mortgage pool, foreclosures represent 1.13%.  There are no loans
in the REO bucket. Groups 1 and 2 are not cross-collateralized.  
The Group 1 pool is further sub-divided into two sub-groups IA and
IB, which are not fully cross-collateralized, but which do in
certain circumstances provide limited cross-support.

The mortgage loans are being serviced by Union Planters PMAC, Inc.


SALTON INC: Constrained Liquidity Prompts S&P to Pare Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate rating on
small appliance manufacturer Salton Inc. to 'CCC' from 'CCC+', and
lowered its subordinated debt rating to 'CC' from 'CCC-'.

The outlook on Lake Forest, Illinois-based Salton is negative.  
Total debt outstanding as of October 2, 2004, was $490.0 million.

"The downgrade is based on Salton's increasingly constrained
liquidity and lower prospects for improving profitability for the
upcoming Christmas selling season," said Standard & Poor's credit
analyst Martin S. Kounitz.  The ratings reflect Salton's weak
liquidity, a result of increasingly challenging conditions in the
small appliance market.

For the past 12 months ended October 2, 2004, Salton's EBITDA
declined precipitously, by more than 50%.  Underlying this decline
is saturated domestic consumer demand for the George Foreman line
of products, and a cost structure built while the company was
continuing to grow.  Recently introduced new products, such as the
Melitta One:One coffee maker, compete in extremely challenging
categories and often have lower margins than the products they
replace.

Profitability has declined with raw material price increases and
sales of discounted merchandise to reduce inventory.  Standard &
Poor's is also concerned about the company's potentially lower
Christmas sales for the 2004 season, reflecting weaker demand and
product shortages of better-selling lines occurring from
operational bottlenecks at its third-party suppliers in China.  


SCHLOTZSKY'S INC: Bankruptcy Court Approves Auction & Sale Plan
---------------------------------------------------------------
The Honorable Leif M. Clark of the United States Bankruptcy Court
for the Western District of Texas, San Antonio Division, has
approved Schlotzsky's, Inc.'s (OTC: BUNZQ) motion to set a
procedure for the sale of substantially all of the assets of the
Company to a qualified investor.  When the sale is completed,
Schlotzsky's will have new ownership, and the new owner will be
able to operate the Schlotzsky's brand, Company restaurants, and
franchise system without the burden of the millions of dollars in
debts that forced the Company to seek bankruptcy protection in
June 2004.

"We hope to soon have a strong financial owner or owners that will
enable us to grow again, provide jobs for our employees, and
better serve our franchisees -- essentially, to have a new lease
on life," said Sam Coats, President and CEO of Schlotzsky's, Inc.  
"We are delighted that the Court has approved this sale
procedure."

The process will be conducted as:

   -- December 6: Qualified bids -- equal to or greater than the
      reserve price of $25 million -- are due by 12 noon CST.

   -- December 7:  An auction for Schlotzsky's assets will take
      place at the Dallas offices of the Company's law firm,
      Haynes and Boone.  Bids will begin with the best-qualified
      bid and continue in minimum increments of $100,000.
      Schlotzsky's and certain secured creditors determine the
      "highest and best" bid.

   -- December 8: The "highest and best" bid is presented to Judge
      Clark at a "Sale Approval Hearing" at 10:30 am CST.

   -- December 31: Deadline for the closing of the sale
      transaction, although it could take place within days of the
      December 8 hearing.
    

Schlotzsky's motion reserves the right to name a lead investor
prior to the December 6 deadline, with that lead investor then
becoming eligible for a break-up fee of $250,000.

Schlotzsky's continues to be approached by qualified parties
interested in participating in the auction process and has been
contacted by more than 10 new potential investors since issuing
its November 16 press release announcing its plan to sell its
assets via an auction. Because of this heightened level of
interest, Schlotzsky's expects the auction process to attract as
many as a dozen legitimate participants.

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


SEITEL INC: Stockholders to Consider 2004 Stock Plan on Dec. 15
---------------------------------------------------------------
A Special Meeting of the Stockholders of Seitel, Inc., will be
held at the Omni Houston Hotel at Westside located at 13210 Katy
Freeway, Houston, Texas 77079, on Wednesday, Dec. 15, 2004, at
11:00 a.m., Houston time, to consider and vote:

   -- on the Seitel, Inc. 2004 Stock Plan.   

   -- upon a proposal to amend the Amended and Restated
      Certificate of Incorporation of the Company to change the
      authorized number of directors comprising the Board of
      Directors of the Company.   

The Board of Directors of the Company has fixed the close of
business on Wednesday, Oct. 20, 2004 as the record date for the
determination of stockholders entitled to notice of, and to vote
at, the Meeting and any adjournments or postponements thereof.


SEQUOIA MORTGAGE: Fitch Places Low-B Ratings on Classes B-4 & B-5
-----------------------------------------------------------------
Sequoia Mortgage Trust's mortgage pass-through certificates,
series 2004-11, are rated by Fitch Ratings as follows:

   -- $690,715,100 classes A-1, A-2, A-3, X-A1, X-A2, X-B and A-R
      'AAA';

   -- $8,947,000 class B-1 'AA';

   -- $6,084,000 class B-2 'A';

   -- $4,294,000 class B-3 'BBB';

   -- $1,431,000 class B-4 'BB';

   -- $1,431,000 class B-5 'B'.

The class B-6 certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.50%
subordination provided by:

   * the 1.25% class B-1,
   * 0.85% class B-2,
   * 0.60% class B-3,
   * 0.20% privately offered class B-4,
   * 0.20% privately offered class B-5, and
   * 0.40% privately offered class B-6 certificates.

The ratings on classes B-1, B-2, B-3, B-4 and B-5 certificates are
based on their respective subordination.

Fitch believes the credit enhancement will be adequate to support
mortgagor defaults as well as bankruptcy, fraud and special hazard
losses in limited amounts.  The ratings also reflect the quality
of the mortgage collateral, the capabilities of Wells Fargo Bank,
National Association, as Master Servicer (rated 'RMS1' by Fitch),
and Fitch's confidence in the integrity of the legal and financial
structure of the transaction.

The trust consists of three cross-collateralized groups of
adjustable rate mortgage loans, designated as pool 1, pool 2 and
pool 3.  Each group's senior certificates will receive interest
and principal from its respective mortgage loan group.  In certain
very limited circumstances when a pool experiences either rapid
prepayments or disproportionately high realized losses, principal
and interest collected from the other pools may be applied to pay
principal or interest, or both, to the senior certificates of the
pool that is experiencing such conditions.  The subordinate
certificates will support all groups and will receive interest and
principal from available funds collected in the aggregate from all
mortgage pools.

The three groups in aggregate contain 1,961 fully amortizing
25- and 30-year adjustable rate mortgage loans secured by first
liens on one to four-family residential properties, with an
aggregate principal balance of $715,767,526, and a weighted
average principal balance of $365,001.  All of the loans have
interest-only terms of either five or ten years, with principal
and interest payments beginning thereafter and adjusting
semi-annually based on the six-month LIBOR rate plus a margin.  
Approximately 31.89% and 21.81% of the mortgage loans were
originated by GreenPoint Mortgage Funding, Inc., and Morgan
Stanley Dean Witter Credit Corporation, respectively.

The loans in loan group 3 were originated 100% by Merrill Lynch
Credit Corp, and account for 24.71% of the aggregate pool.  The
remainder of the loans were originated by various mortgage lending
institutions.  The weighted average original loan-to-value ratio
-- OLTV -- is 71.61%, and a weighted average FICO of 735.  Second
home and investor-occupied properties comprise 10.27% and 2.35%,
respectively.  The states with the largest concentration of
mortgage loans are:

               * California (26.17%),
               * Florida (11.28%), and
               * New York (6.39%).

All other states represent less than 5% of the aggregate pool
balance as of the cut-off date.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

Sequoia Residential Funding, Inc., a Delaware corporation and
indirect wholly owned subsidiary of Redwood Trust, Inc., will
assign all its interest in the mortgage loans to the trustee for
the benefit of certificate holders.  For federal income tax
purposes, an election will be made to treat the trust as multiple
real estate mortgage investment conduits -- REMICs.  HSBC Bank USA
will act as trustee.


SPIEGEL INC: Gets Court Nod to Terminate Executive Retirement Plan
------------------------------------------------------------------
The Honorable Cornelius Blackshear of the U.S. Bankruptcy Court
for the Southern District of New York gave Spiegel Inc. and its
debtor-affiliates authority to terminate the Supplemental  
Executive Retirement and to pay the SERP Administrative Expense  
Claims.

In 1999, Spiegel, Inc., established an unfunded Supplemental  
Executive Retirement Plan for the purpose of providing certain  
key executives the opportunity to restore certain benefits that  
were reduced by the limitations imposed by the OBRA.  The SERP  
provides supplemental benefits designed to achieve competitive  
income replacement levels for eligible Spiegel Group key  
executives:

   (A) Supplemental Employer Matching Contribution

       This benefit is available to certain Key Executives
       participating in "The Spiegel Group Value in Partnership
       Profit Sharing and 401(k) Savings Plan" whose matching
       contribution under that plan was limited by 28 U.S.C.
       Sections 401(a)(17) or 402(g).  This benefit is equal to
       the difference between:

          (i) the matching contribution that the Key Executive
              would have received under the Qualified Plan had
              no Internal Revenue Code Limitations been imposed
              on the matching contributions; and

         (ii) the matching contribution actually received by the
              Key Executive.

   (B) Supplemental Profit Sharing Contribution

       This benefit is available to Key Executives participating
       in the Qualified Plan whose profit sharing contribution
       under that plan was limited by the Internal Revenue Code
       Limitations.  This benefit equals the difference between:

          (i) the profit sharing contribution the Key Executive
              would have received under the Qualified Plan if
              there were no Internal Revenue Code Limitations;
              and

         (ii) the amount actually received by the Key Executive
              under the Qualified Plan.

   (C) Additional Contribution on Compensation Exceeding the
       Social Security Taxable Wage Base

       This benefit is available to Key Executives participating
       in the Qualified Plan and the "The Spiegel Group Long Term
       Incentive Plan" or whose eligibility is otherwise approved
       by the Spiegel Group's Board of Directors.  This benefit
       equals 4% of the portion of the Key Executive's base
       compensation and annual incentive that exceeds the taxable
       wage base established by certain Social Security
       regulations.

   (D) Enhanced Profit Sharing Contribution on Annual Incentive

       This benefit is available to Key Executives participating
       in the Qualified Plan and the Long Term Incentive Plan or
       whose eligibility is otherwise approved by the Spiegel
       Group's Board of Directors.  This benefit equals the
       profit sharing contribution percentage determined for that
       year under the Qualified Plan multiplied by the Key
       Executive's annual incentive calculated for that year.

Regarding the employer contributions under the SERP, the Debtors  
have either made contributions to a "rabbi trust" administered by  
Fidelity Management Trust Company, or have accrued the amounts of  
contributions on Spiegel's books and records.  Specifically, the  
Debtors have accrued the 2002 contribution and the 2003  
contribution.

As the SERP funds provided to Fidelity are held in a rabbi trust,  
and not a legally recognized trust, the SERP funds were property  
of the Spiegel Group before the Petition Date, and are property  
of the Debtors' Chapter 11 estates.  In fact, the SERP  
Participant Guide expressly advised the SERP Participants that  
"[i]n case of Company bankruptcy or insolvency, the trust is  
returned to the Company and is subject to the claims of general  
creditors."

James L. Garrity, Jr., Esq., at Shearman & Sterling, LLP, in New  
York, tells the Court that as of October 1, 2004, 48 current and  
former Key Executives are participating in the SERP.  The SERP  
Participants do not include six former Key Executives who agreed,  
pursuant to certain severance or separation agreements, to waive  
any and all claims they may have held under the SERP.

As a result of attrition, various restructuring initiatives, and
the sales of the Spiegel Catalog and Newport News businesses,  
only 14 of the 48 SERP Participants are currently employed by the  
Debtors.  These current employees are eligible for certain  
bonuses under either the postpetition Key Employee Retention  
Program or the employment agreements that have been approved by  
the Court.

Mr. Garrity explains that each SERP Participant holds a general  
unsecured claim against the Debtors in respect of the SERP that  
is equal to the sum of:

     (i) the amount that Spiegel contributed to the SERP Rabbi
         Trust in respect of that employee;

    (ii) the earnings or losses on this amount as of the Petition
         Date;

   (iii) the amount accrued for by the Debtors with respect to
         the employee's 2002 SERP contribution; and

    (iv) the amount accrued for by the Debtors with respect to
         the employee's 2003 SERP contribution that relates to
         the prepetition period during that year.

Subsequently, the Debtors realized that terminating the SERP  
would be in the best interests of their estates, their creditors,  
and other parties-in-interest.  The SERP document expressly  
provides that the Debtors have the right to terminate the SERP at  
any time.

With respect to each SERP Participant's employment during the  
postpetition period, the Debtors maintain that each employee  
holds an administrative expense claim equal to the portion of the  
2003 contribution that relates to the period of that person's  
postpetition employment, and all earnings or losses on the funds  
held in the SERP Rabbi Trust that are attributable to that person  
and that accrued during that person's postpetition employment.

The Debtors note that three former executives who are SERP  
Participants entered into severance or separation agreements that  
provided, among other things, that the executives waived any and  
all claims to the 2003 contribution, as well as any postpetition  
earnings on the funds held in the SERP Rabbi Trust that were  
attributable to the persons.  In addition, one former executive  
entered into a separation agreement that provided for the waiver  
of any and all claims with respect to postpetition earnings on  
the funds held in the SERP Rabbi Trust that were attributable to  
that executive.

Mr. Garrity believes that the Debtors' treatment is entirely  
consistent with Section 503(b)(1)(A) of the Bankruptcy Code,  
which provides, in relevant part, that administrative expenses  
include the actual, necessary costs and expenses of preserving  
the estate, including wages, salaries, or commissions rendered  
after the commencement of the case.  The SERP Participants will  
only be receiving an administrative expense claim that  
corresponds to:

     (i) the amounts accrued for on the company's books  
         and records for the 2003 postpetition period and

    (ii) the earnings or losses on funds held in the SERP Rabbi
         Trust that are attributable to that person, in each case
         in respect of and during the SERP Participants'       
         postpetition employment.

The Debtors anticipate that proceeds from the liquidation of the  
SERP Rabbi Trust will total approximately $1.5 million.  The  
total prepetition contributions accrued for by the Debtors are  
approximately $353,000, and the postpetition accrued   
contributions are approximately $150,000.  As of September 29,  
2004, the SERP Rabbi Trust had realized approximately $150,000 in  
postpetition earnings.

The Debtors assure Judge Blackshear that they will amend their  
Schedules of Assets and Liabilities to reflect that each of the  
SERP Participants holds a Prepetition SERP Claim against Spiegel.   
The Debtors will also amend their Schedules to reflect that  
certain former executives waived any and all claims under the  
SERP.  Each person's claim that is reflected in the amended  
Schedules will have the opportunity to file a proof of claim in  
respect of their Prepetition SERP Claim if the person disagrees  
with the Debtors' calculation of the claim.  The Prepetition SERP  
Claims will be satisfied under a reorganization plan.

The Debtors will pay the Administrative Expense SERP Claims upon  
termination of the SERP and the SERP Participant's execution of a  
letter agreement pursuant to which the Debtors and the SERP  
Participant agree on the amount of the person's Prepetition SERP  
Claim and Administrative Expense SERP Claim.  In the event a SERP
Participant declines to execute the SERP Claim Letter, the  
Debtors reserve the right to satisfy the person's Administrative  
Expense SERP Claim on the Plan effective date.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general  
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores. The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540). James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts. (Spiegel Bankruptcy News, Issue No. 34;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


STAR NAVIGATION: Files Notice of Default Stating Delinquent Filing
------------------------------------------------------------------
Star Navigation Systems Group Ltd. (TSX VENTURE:SNA), has filed a
Notice of Default with securities regulators stating that it will
fail to file by the required date its audited financial statements
for the year ended June 30, 2004 and its interim financial
statements for the quarter ended September 30, 2004.  This Notice
is expected to result in a Management Cease Trade Order being
issued with effect from Nov. 17, 2004, which will preclude
officers, directors and specified insiders from trading in
securities of the Company until such time as the financial
statements are filed.

The Company's auditors resigned without completing their audit for
the year ended June 30, 2004.  Although successor auditors have
been engaged, they advised the Company that they won't be able to
comply with the Nov. 17 filing deadline.   Also, the Company is
unable to file interim financial statements for the period ended
Sept. 30, 2004 by the Nov. 29 deadline without the auditors having
completed their fiscal year audit.

The Company expects to file these financial statements no later
than Dec. 31, 2004.

Failure to file the required financial reports by Jan. 17, 2004,
would constitute an issuer cease trade order by the securities
commission.

                        About the Company

Star Navigation Systems Group Ltd. is a technology company that
provides state-of-the-art hardware and software solutions
primarily to commercial and corporate aviation operators around
the world. Star Navigation's solutions assist in enhancing flight
safety and fleet resource management.

Star Navigation is focused on providing solutions that lead to
enhanced protection of valuable assets of aviation operators and
improving their financial performance. The Company's
manufacturing, marketing/sales and service facilities are located
in Toronto, Canada. Star trades on the Toronto Venture Exchange
(TSX-V) under the symbol 'SNA'.

As of March 31, 2004, Star Navigation's stockholder deficit
amounts to $8,336,225 compared to a deficit of $6,520,063 as of
June 30, 2003.


STELCO INC: Negotiates Amended Deutsche Bank Commitments
--------------------------------------------------------
Stelco Inc. (TSX:STE) has successfully negotiated Commitments from
Deutsche Bank and its affiliates to replace the previously
announced Commitments that depended on a General Motors contract.  
Stelco's Board of Directors unanimously approved the Company
entering into the revised Commitments with Deutsche Bank.  The
financing includes an asset-based loan facility co-underwritten by
Deutsche Bank AG and CIT Business Credit Canada, for which
Deutsche Bank Securities Inc. will act as Lead Arranger.

Other than not requiring the General Motors contract, the new
Commitments provide for certain assurances to be given with
respect to several other large customer contracts, and the removal
of the provision relating to a management equity plan.

Courtney Pratt, Stelco's President and Chief Executive Officer
said, "We have worked very hard with Deutsche Bank to produce a
new financing proposal in the absence of a supply contract with
General Motors, and are very pleased that we have been able to
come to a positive outcome so quickly.  This shows how supportive
the Bank and other bondholders are for an exit from CCAA for the
Company.  They obviously believe our exit is possible and should
be supported.  Hopefully other stakeholders and our unions will
see it that way as well and will support this opening bid which
others are free to top.

"Having the Deutsche Bank Commitments in place are in the best
interest of the Company.  Our board has confirmed that late
[Tuesday].  We will be seeking Court approval for the Deutsche
Bank solution [today].  If approved by the Court, the Deutsche
Bank Commitments will become the benchmark against which
subsequent proposals would be evaluated."

Hap Stephen, Stelco's Chief Restructuring Officer added, "The
existence of a clear strong bid from Deutsche Bank will open the
way for a broader based capital raising process which we will be
seeking approval for on Thursday.  Others now know how valuable
the business is and will have to act in a clear and decisive way
to better this very good refinancing plan.  They will have a
chance to do so in a Court approved capital raising process that
will be overseen by the Monitor appointed by the Court."

Stelco will be seeking approval of the revised Deutsche Bank
commitment letters today, Nov. 25, 2004. The Company will be
filing additional materials with the Ontario Superior Court of
Justice for the hearing.

As reported in the Troubled Company Reporter on Nov. 23, 2004, the
United Steelworkers has filed with the Ontario superior court
its objection to Stelco Inc.'s motion to seek approval for the
financing commitment offered by Deutsche Bank.

In an affidavit by National Director Ken Neumann, the union says
the Deutsche Bank commitment puts unsecured creditors ahead of
pension obligations and does not satisfy the requirement of the
Oct. 19 Capital Process Order for a financing proposal that
generates no less than $200-million worth of proceeds to Stelco.

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


SUNRISE CDO: Moody's Junks $17.05M Class C Secured Notes
--------------------------------------------------------
Moody's Investors Service placed one Class of Notes issued by
Sunrise CDO I, Ltd. on review for possible downgrade and
downgraded the rating of two Classes of Notes issued by Sunrise
CDO I, Ltd.  

The Aaa rated U.S. $222,600,000 Class A First Priority Senior
Secured Floating Rate Notes Due 2022 are being placed on watch for
possible downgrade.  

The U.S. $45,100,000 Class B Second Priority Senior Secured
Floating Rate Notes Due 2037 have been downgraded from Aa2 on
watch for possible downgrade to A3 on watch for possible downgrade
and the U.S. $17,050,000 Class C Third Priority Secured Floating
Rate Notes Due 2037 have been downgraded from Ba2 on watch for
possible downgrade to Caa2 on watch for possible downgrade.

According to Moody's, this action is the result of negative credit
migration and par losses due to defaulted asset-backed securities
in the underlying portfolio.

Rating Action: Watch For Possible Downgrade

Issuer:              Sunrise CDO I, Ltd

Tranche Description: U.S. $222,600,000 Class A First Priority
                     Senior Secured Floating Rate Notes Due 2037

Previous Rating:     Aaa

New Rating:          Aaa on watch for possible downgrade

Rating Action: Downgrade

Issuer:              Sunrise CDO I, Ltd

Tranche Description: U.S. $45,100,000 Class B Second Priority
                     Senior Secured Floating Rate Notes Due 2037

Previous Rating:     Aa2 on watch for possible downgrade

New Rating:          A3 on watch for possible downgrade

Tranche Description: U.S. $17,050,000 Class C Third Priority
                     Secured Floating Rate Notes Due 2037

Previous Rating:     Ba2 on watch for possible downgrade

New Rating:          Caa2 on watch for possible downgrade


TECH DATA: Earns $37.8 Million of Net Income in Third Quarter
-------------------------------------------------------------
Tech Data Corporation, a leading provider of IT products and
logistics management services, reported results for the third
quarter ended Oct. 31, 2004.

                  Third-Quarter Results At A Glance

               *  Net Sales                  $4.8 billion
               *  Net Income                 $37.8 million
               *  Diluted EPS                $.64 per share

Net sales for the third quarter ended October 31, 2004, were $4.8
billion, an increase of 8.6 percent from $4.4 billion in the third
quarter of fiscal 2004 and an increase of 4.2 percent from the
second quarter of the current fiscal year. On a regional basis,
net sales in Europe increased 12.7 percent (4.4 percent on a local
currency basis) and in the Americas increased 3.9 percent over the
third quarter of fiscal 2004. Net sales in Europe increased 4.9
percent (3.5 percent on a local currency basis), and in the
Americas increased 3.3 percent compared to the second quarter of
the current fiscal year.

Operating income for the third quarter was $56.7 million, or 1.19
percent of sales, an increase from $41.6 million, or .95 percent
of sales, in the third quarter of fiscal 2004. On a regional
basis, third-quarter operating income in Europe was .78 percent of
sales compared to .25 percent of sales in the third quarter of
fiscal 2004, and in the Americas was 1.69 percent of sales
compared to 1.74 percent of sales in the third quarter of fiscal
2004.

Net income for the third quarter ended October 31, 2004, totaled
$37.8 million, or $.64 per diluted share, compared to $26.5
million, or $.46 per diluted share, in the third quarter of fiscal
2004.

"We generated great results in the third quarter, with continued
strong operating performance in the Americas as well as
significant operating profit improvement in Europe" commented
Steven A. Raymund, Tech Data's Chairman and Chief Executive
Officer. "Our low cost structure, increasing productivity and
excellent balance sheet management attest to the overall strength
of our business model and worldwide team."

Financial Highlights

   -- Net sales in Europe during the third quarter were $2.6
      billion or 55 percent of worldwide sales, while sales in the
      Americas totaled $2.1 billion or 45 percent of worldwide
      sales.

   -- Gross margin for the third quarter was 5.52 percent of
      sales, a decrease from 5.58 percent of sales in the third
      quarter of fiscal 2004. The year-over-year decrease in gross
      margin is primarily the result of the competitive pricing
      environment, offset in part by an additional $8.7 million of
      vendor consideration reclassified as a reduction of cost of
      goods sold in the third quarter of fiscal 2005 compared to
      the third quarter of fiscal 2004 in accordance with EITF
      02-16.

   -- Third-quarter selling, general and administrative expenses
      (SG&A) were 4.33 percent of sales, a decrease from 4.63
      percent of sales in the third quarter of fiscal 2004. The
      decrease in SG&A as a percent of sales is the result of
      continuing cost-saving initiatives and improvements in
      productivity. The dollar-value increase in SG&A over the
      third quarter of fiscal 2004 is primarily the result of an
      additional $7.3 million reclassified in accordance with EITF
      02-16 and the impact of a stronger euro.

   -- Third-quarter SG&A includes approximately $5.0 million
      related to the harmonization and upgrade of the company's
      European systems.

   -- The worldwide effective income tax rate for the third
      quarter ended October 31, 2004, was 30 percent.

   -- Total debt to total capital was 16 percent at October 31,
      2004, compared to 18 percent at July 31, 2004, and 27
      percent at October 31, 2003.

                        Nine-month Results

Net sales for the nine-month period ended October 31, 2004, were
$14.2 billion, an increase of 13.5 percent from $12.5 billion in
the nine- month period ended October 31, 2003. On a regional
basis, net sales in Europe represented 56 percent of sales, and
increased 20.5 percent (10.8 percent on a local currency basis) to
$7.9 billion from $6.6 billion for the nine-month period ended
October 31, 2004. Net sales in the Americas represented 44 percent
of sales and increased 5.7 percent to $6.3 billion from $5.9
billion in the prior-year period. The results for the nine-month
period ended October 31, 2003 include seven months of results of
operations from the company's Azlan Group Limited (Azlan), which
was acquired on March 31, 2003.

Gross margin for the nine-month period was 5.69 percent, up from
5.52 percent in the prior-year comparable period. The increase in
gross margin is primarily the result of the reclassification due
to EITF 02-16 and the impact of the company's Azlan operations,
offset by declines in gross margin due to the competitive pricing
environment.

Operating income for the nine-month period ended October 31, 2004,
was $160.2 million, or 1.13 percent of sales, compared with
operating income of $104.2 million, or .83 percent of sales, in
the prior year.

Net income for the nine-month period ended October 31, 2004, was
$103.1 million, or $1.75 per diluted share, compared with net
income of $65.2 million, or $1.14 per diluted share, in the prior
year.

                           Offer to Exchange

The company has commenced an offer to exchange $290 million
principal amount of new 2% convertible subordinated debentures due
2021 for an equal amount of its currently outstanding 2%
convertible subordinated debentures due 2021. The New Debentures
offered in exchange will retain many of the same terms as the
existing debentures but will have a cash settlement feature that
will allow holders to receive, on conversion, cash for the
principal amount of the Debenture and stock for any remaining
amount due. Please refer to the company's Form S-4 filed with the
Securities and Exchange Commission on November 16, 2004 for
further details of the exchange.

                           Business Outlook

The following statements are based on current expectations and the
company's internal plan. These statements are forward-looking and,
as outlined in the company's periodic filings with the Securities
and Exchange Commission, actual results may differ materially.

The outlook for the fourth quarter ending January 31, 2005,
excluding any restructuring or other special charges that may be
incurred, is as follows:

   -- Net sales are expected to be in the range of $5.15 billion
      to $5.30 billion.

   -- Net income is expected to be in the range of $42 million to
      $45 million.

   -- Diluted earnings per share are expected to be in the range
      of $.70 to $.75.

The above guidance includes the expected expenses to complete the
Exchange Offer for the company's convertible subordinated
debentures, however, it does not include the potential dilution
from conversion of the convertible subordinated debentures under
EITF 04-8 in the event the Exchange Offer is either partially
completed, or is not completed at all.

                         About Tech Data

Tech Data Corporation (Nasdaq: TECD), founded in 1974, is a
leading global provider of IT products, logistics management and
other value-added services. Ranked 111th on the FORTUNE 500, the
company and its subsidiaries serve more than 90,000 technology
resellers in the United States, Canada, the Caribbean, Latin
America, Europe and the Middle East. Tech Data's extensive service
offering includes pre- and post-sale training and technical
support, financing options and configuration services as well as a
full range of electronic commerce solutions. The company generated
sales of $17.4 billion for the fiscal year ended January 31, 2004.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 02, 2004,
Fitch affirmed Tech Data Corporation's 'BB+' senior unsecured debt
and 'BB' subordinated debt. The Rating Outlook is changed to
Positive from Stable. Approximately $290 million of public debt
securities are affected by Fitch's action.

The Positive Rating Outlook reflects Tech Data's improved credit
protection measures and financial flexibility, better end-market
environment, and solid operating performance. Lower debt balances
have been due to declining bank revolver borrowings, which
initially increased to fund the acquisition of The Azlan Group in
the first quarter of fiscal 2004 ended April 30, 2003. The
company's stabilized end markets and improved cost structure have
enabled Tech Data to hold operating margins steady after a
sustained period of gradual erosion.


TRICOM S.A.: Sept. 30 Balance Sheet Upside-Down by $170.5 Million
-----------------------------------------------------------------
Tricom, S.A. (OTC Pink Sheets: TRICY) reported consolidated
unaudited financial results for the third quarter and first nine
months of 2004.  The Company's third quarter financial results
reflect increased subscriber growth in its core domestic
businesses, as well as improved macroeconomic activity, including
the positive impact of the appreciation of the value of the
Dominican peso with respect to the U.S. dollar.  At September 30,
2004, the value of the Peso with respect to the Dollar appreciated
by close to 30 percent versus its value at June 30, 2004.  
Notwithstanding recent improvements in the value of the Dominican
Peso, financial results for the first nine months of the year were
adversely impacted by currency devaluation, affecting the
translation of Dominican peso-generated revenues into U.S.
dollars.

"We are pleased to report the first year-over-year quarterly
revenue growth the Company has experienced in two years," said
Carl Carlson, Chief Executive Officer.  "During the third quarter,
we experienced some improvement in the Dominican economy, which
positively impacted our results.  The real accomplishments,
though, are evident in our operational results, as we experienced
strong line sales and mobile subscriber additions, improved
customer retention and decreased churn, continued capital
expenditure optimization and improved liquidity," added Mr.
Carlson.

Operating revenues increased by 5.3 percent to $49.2 million for
the 2004 third quarter, primarily driven by domestic telephony and
mobile services and offset by lower long-distance revenues.  For
the first nine months of 2004, operating revenues from continuing
operations totaled $133.5 million, an 11.6 percent decrease from
the same period in 2003.

Long-distance revenues decreased by 22.4 percent to $17.3 million
during the 2004 third quarter, and by 19.8 percent to $54.7
million during the first nine months of the year, primarily due to
lower international long-distance traffic derived from the
Company's U.S.-based wholesale and retail operations, coupled with
lower average termination rates to the Dominican Republic. Long-
distance revenue growth was also adversely impacted by the effects
of currency devaluation on outbound international and domestic
long-distance revenues generated by the Company's retail call
centers and prepaid cards, offset in part by higher prepaid cards
sales in the Dominican Republic.

Domestic telephony revenues totaled $18.2 million in the 2004
third quarter, a 34.9 percent increase from the 2003 third
quarter, primarily as a result of increased sales and better
pricing, together with the positive impact of the appreciation of
the average value of the Dominican peso during the third quarter.
For the first nine months, domestic telephony revenues decreased
5.4 percent to $43.8 million, principally due to currency
devaluation, impacting the conversion of peso-denominated domestic
telephony revenues. At September 30, 2004, the Company had
approximately 153,000 lines in service, a 14.6 percent decrease
from lines in service at September 30, 2003. The reduction of
lines in service reflects a program to reduce low-use customers,
implemented during the fourth quarter of 2003. New line sales
totaled approximately 34,000 during the first nine months of 2004
compared to 25,000 during the first nine months of 2003. Net line
additions totaled approximately 11,000 during the first nine
months of 2004, compared to a net decline in lines of
approximately 15,000 lines during the same period in 2003.

Mobile revenues increased by 33.2 percent to $8.8 million in the
2004 third quarter from revenues for the 2003 third quarter,
primarily driven by higher airtime minutes, despite a lower
average mobile subscriber base, coupled with the positive impact
of the appreciation of the average value of the Dominican peso
during the 2004 third quarter. For the first nine months of the
year, mobile revenues decreased by 1.1 percent to $22.3 million
from mobile revenues in 2003, mainly due to the devaluation of the
Dominican peso. Mobile subscribers at September 30, 2004,
decreased by 18.9 percent, totaling approximately 333,000. The
decrease in mobile subscribers is primarily due to Company-driven
disconnections of approximately 200,000 "incoming-call"-only
subscribers during the 2004 first quarter. During the first nine
months of the year, the Company has added approximately 219,000
gross mobile subscribers, and approximately 99,000 net mobile
subscribers, excluding the Company-driven disconnections.

Cable revenues increased by 11.6 percent to $3.4 million for the
2004 third quarter and decreased by 14.4 percent to $9.1 million
for the first nine months of the year from the 2003 periods. The
increase in cable revenues during the 2004 third quarter is
primarily attributed to higher monthly cable service fees,
together with the positive impact of the appreciation of the
average value of the Dominican peso. The decline in cable revenues
during the first nine months of the year is mainly due to currency
devaluation, coupled with a lower average cable subscriber base.
At September 30, 2004, cable subscribers totaled approximately
59,000, a 17.6 percent decrease from cable subscribers at
September 30, 2003. The decline in cable subscribers is primarily
attributable to a weak economic environment. In an effort to
reduce churn and increase customer satisfaction, the Company
instituted a number of customer care and retention programs during
the first nine months of the year. As a result, the Company's
average monthly churn rate for cable television services declined
to 1.7 percent during the 2004 third quarter, compared to 4.0
percent during the 2003 third quarter. During the first nine
months, the Company's average monthly churn rate for cable
television services declined to 1.8 percent from 4.2 during the
same period in 2003.

Data and Internet revenues increased by 24.9 percent to $1.4
million for the 2004 third quarter, and by 5.6 percent to $3.6
million for the first nine months of the year, compared to the
same periods during 2003. The increase in data and Internet
revenues is mainly due to the growth of the Company's data and
Internet subscriber base. At September 30, 2004, data and Internet
access accounts totaled approximately 15,000, representing a 43.5
percent increase from data and Internet subscribers at September
30, 2003. Broadband Internet service subscribers, excluding cable
modem service subscribers, grew by approximately 126 percent year-
over-year.

Consolidated operating costs and expenses increased by 20.1
percent to $62.5 million in the 2004 third quarter, and increased
by 3.6 percent to $168.8 million during the first nine months of
2004, compared to the same periods during 2003. The increase in
consolidated operating costs and expenses primarily resulted from
higher cost of sales and services, increased non-cash depreciation
and amortization charges, and, during the third quarter, increased
selling, general and administrative (SG&A) expenses. Consolidated
operating costs and expenses for the first nine months of 2004
also reflect legal and advisory expenses related to the Company's
financial restructuring efforts.

Cost of sales and services increased by 24.6 percent to $24.2
million during the 2004 third quarter, and by 5.0 percent to $67.3
million during the first nine months of the year, primarily due to
higher transport and access charges despite lower volumes of
international long-distance traffic as a result of higher domestic
interconnection rates, offset by lower cable programming fees.
Interconnection rates in the Dominican Republic are established in
Dominican peso but subject to change semiannually based on the
U.S. dollar exchange rate variation.

SG&A expenses increased by 6.1 percent to $15.2 million in the
2004 third quarter, due to higher building occupancy costs,
primarily from public utilities and maintenance expenses, and
severance payments. SG&A expenses decreased 13.5 percent from the
first nine months of 2003 to $37.8 million during the first nine
months of 2004. The decrease in SG&A expenses in the first nine
months of 2004 resulted primarily from expense reduction efforts,
as well as lower Dominican peso-denominated expenses resulting
from currency devaluation. Depreciation and amortization expenses
increased by 15.1 percent to $20.9 million during the 2004 third
quarter, and by 3.4 percent to $57.1 million during the first nine
months of the year. The increase in non- cash depreciation and
amortization charges is due to a shorter estimated life of the
Company's depreciable asset base following its 2003 year-end asset
impairment analysis.

Interest expense totaled approximately $15.0 million during the
2004 third quarter and $44.4 million during the first nine months,
compared to $15.2 million and $46.9 million respectively in the
2003 periods. The Company suspended principal and interest
payments on its unsecured debt obligations and principal payments
on its secured indebtedness beginning in October 2003. The Company
recorded $4.0 million in foreign currency exchange losses during
the 2004 third quarter attributed to the impact of the
appreciation of the average value of the Dominican peso on the
Company's peso-denominated liabilities. Foreign currency exchange
losses during the first nine months of the year totaled $2.1
million.

In 2003, the Company recognized losses from discontinued
operations in Central America totaling $2.0 million for the third
quarter and $5.9 million during the first nine months.

Net loss totaled $27.4 million, or $0.42 per share for the 2004
third quarter, compared to a net loss of $21.3 million, or $0.33
per share during 2003 third quarter. Net loss for the first nine
months of 2004 totaled $77.0 million, or $1.19 per share, compared
to a net loss of $62.8 million, or $0.97 per share during the
year-ago period.

Total debt, including capital leases and commercial paper,
amounted to $452.7 million at September 30, 2004, compared to
$449.3 million at December 31, 2003. Total debt included $200
million in principal amount of 11-3/8 percent Senior Notes due in
September 2004, approximately $35.8 million of secured debt and
approximately $216.9 million of unsecured bank and other debt.

At September 30, 2004, the Company had approximately $17.9 million
of cash on hand. For the nine months ended September 30, 2004, the
Company's net cash provided by operating activities totaled
approximately $16.2 million, compared to net cash provided by
operating activities of $9.9 million for the year-ago period.

Capital expenditures decreased by 71.8 percent to $3.6 million
during the 2004 third quarter from $12.8 million during the 2003
third quarter and decreased by 49.7 percent to $5.9 million during
the first nine months from $11.8 million during the first nine
months of 2003.

In light of its current market conditions, its ongoing funding
needs, and inability to service its debt, the Company has taken
steps to conserve cash and focus its efforts and resources on its
core businesses, including the aforementioned moratorium of
capital and interest payments to lenders, the appointment of Chief
Restructuring Officer in December 2003, the reduction capital
expenditures, as well as the divestment of its non-strategic
Central American trunking assets.

As previously announced, due to the failure to pay interest on its
indebtedness, the Company has defaulted with respect to
outstanding indebtedness of approximately $400 million in
principal amount as of September 30, 2004. The Company has engaged
in discussions with the holders of its indebtedness, which
includes an ad hoc committee of holders of its 11-3/8 percent
Senior Notes due 2004, regarding an agreement on a consensual
financial restructuring of its balance sheet. Although there is no
assurance that such an agreement will occur, the Company is
optimistic that these negotiations will lead to a consensual
agreement in the near term. The Company's future results and its
ability to continue operations will depend on the successful
conclusion of the restructuring of its indebtedness.

Since these negotiations are ongoing, the treatment of the
Company's existing secured and unsecured lenders, as well as the
interest of its existing shareholders, are uncertain at this time.
Accordingly, investors in the Company's debt and equity securities
may be substantially diluted or lose all or substantially all of
their investment in the Company's securities.

KPMG Dominican Republic, Tricom's independent auditor, advised the
Board of Directors on October 28, 2004, that KPMG LLP (United
States) has decided to hold their consent for the filing of
Tricom's Form 20-F for the year ended December 31, 2003, pending
further clarification of the purchase, in December 2002, of
21,212,121 shares of Tricom's Class A common stock by a group of
investors for an aggregate purchase price of approximately US$70
million, with funds loaned to the investors by a bank formerly
affiliated with GFN Corp., Tricom's largest shareholder, and
related transactions. Tricom's Board of Directors has authorized
an independent review and evaluation of the above- mentioned
transaction. There cannot be any assurance as to the findings of
the investigation or the effects of these findings on the
Company's financial results reported for previous periods.

                          About TRICOM

Tricom, S.A. is a full-service communications services provider in
the Dominican Republic. We offer local, long-distance, mobile,
cable television and broadband data transmission and Internet
services. Through Tricom USA, we are one of the few Latin
American-based long-distance carriers that is licensed by the U.S.
Federal Communications Commission to own and operate switching
facilities in the United States. Through our subsidiary, TCN
Dominicana, S.A., we are the largest cable television operator in
the Dominican Republic, based on our number of subscribers and
homes passed. For more information about Tricom, please visit
http://www.tricom.net/

At Sept. 30, 2004, Tricom S.A.'s balance sheet showed a
$170,504,247 stockholders' deficit, compared to a $93,493,322
deficit at Dec. 31, 2003.


TRUMP HOTELS: Gets Interim OK to Use Noteholders' Cash Collateral
-----------------------------------------------------------------
Robert A. Klyman, Esq., at Latham & Watkins, LLP, in Los Angeles,
California, tells Judge Wizmur Of the U.S. Bankruptcy Court for
the District of new Jersey that the Trump Hotels & Casino
Resorts, Inc. and its debtor-affiliates need immediate access to
their secured lenders' cash collateral to continue the operation
of their business.  Without use of these encumbered funds, trade
creditors will stop providing goods and services to the Debtors on
credit, and the Debtors will not be able to pay their payroll and
other direct operating expenses and obtain goods and services
needed to carry on their businesses.  This, the Debtors say, will
cause irreparable harm to their estates.

The Debtors have five layers of prepetition secured indebtedness:

   (1) Trump Atlantic City Associates and Trump Atlantic City
       Funding, Inc., have issued and outstanding $1,200,000,000
       aggregate principal amount of their 11-1/4% First Mortgage
       Notes due 2006 -- TAC I Notes -- pursuant to an indenture
       dated April 17, 1996, with First Bank National
       Association, as trustee;

   (2) TAC and Trump Atlantic City Funding II, Inc., have issued
       and outstanding $75,000,000 aggregate principal amount of
       their 11-1/4% First Mortgage Notes due 2006 -- TAC II
       Notes -- pursuant to an indenture dated December 10, 1997,
       with U.S. Bank National Association, as trustee;

   (3) TAC and Trump Atlantic City Funding III, Inc., have issued
       and outstanding $25,000,000 aggregate principal amount of
       their 11-1/4% First Mortgage Notes due 2006 -- TAC III
       Notes -- pursuant to an indenture dated December 10, 1997,
       with U.S. Bank;

   (4) Trump Casino Holdings, LLC, and Trump Casino Funding,
       Inc., have issued and outstanding $425,000,000 aggregate
       principal amount of their 11-5/8% First Priority Mortgage
       Notes due 2010 -- TCH I Notes -- pursuant to an indenture
       dated March 25, 2003, with U.S. Bank; and

   (5) TCH and TCH Funding have issued and outstanding
       $65,000,000 aggregate principal amount of their 17-5/8%
       Second Priority Mortgage Notes due 2010, plus other
       aggregate principal amount of such notes that have been
       issued as payments-in-kind thereon, pursuant to an
       indenture dated March 25, 2003, with U.S. Bank.

The TAC Notes are secured by substantially all the real and
personal property owned or leased by Trump Taj Mahal Associates
and Trump Plaza Associates.  The TCH Notes are secured primarily
by substantially all of the real and personal property owned or
leased by Trump Marina Associates, LP, and Trump Indiana, Inc.,
as well as by substantially all of the real and personal property
owned or leased by TCH.

             Noteholders Consent to Use of Collateral

Under Section 363(c)(2) of the Bankruptcy Code, a debtor "may not
use, sell, or lease cash collateral . . . unless (A) each entity
that has an interest in such cash collateral consents; or (B) the
court, after notice and a hearing, authorizes such use, sale, or
lease in accordance with the provisions of this section."  
Pursuant to Sections 363(c)(2) and 363(e), to approve the use of
the cash collateral of the Noteholders, the Court must find that
the Noteholders' interests in the cash collateral will be
"adequately protected" or that they have consented to the use of
their cash collateral.

Mr. Klyman relates that an unofficial committee representing the
holders of approximately 57% in principal amount of the
outstanding indebtedness under the TAC Notes has consented to the
use of the TAC Noteholders' cash collateral and to the priming of
the TAC Noteholders' liens on and security interests in the TAC
Note Collateral.

In addition, an unofficial committee representing the holders of
(x) approximately 68% in principal amount of the outstanding
indebtedness under the TCH I Notes, and (y) approximately 57.5%2
in principal amount of the outstanding indebtedness under the TCH
II Notes, has consented to the use of the TCH Noteholders' cash
collateral and to the priming of the TCH Noteholders' liens on
and security interests in the TCH Note Collateral.

The Ad Hoc Committees agree that the Debtors may incur up to
$100,000,000 in postpetition financing, on terms reasonably
acceptable to the Committee.

However, the Debtors may not use Cash Collateral for any purpose
other than to pay:

   (a) the fees due to the U.S. Trustee pursuant to 28 U.S.C.
       Section 1930;

   (b) the ordinary, necessary and reasonable postpetition
       expenses incurred by the Debtors and their subsidiaries;
       and

   (c) any prepetition expenses authorized to be paid by Court
       order.

Professionals for any statutory committee of unsecured creditors
may be paid up to $100,000 for fees and expenses incurred solely
in connection with analyzing and investigating the Debtors'
Prepetition Secured Obligations and the Prepetition Liens granted
by the Debtors, provided those fees and expenses were incurred no
later than the earlier of (x) 60 days after the committee's
appointment and (y) 75 days after the Petition Date.

                    Adequate Protection Liens

The Debtors will grant the Noteholders postpetition replacement
liens in substantially all of their assets, subject to:

    -- a Carve-Out for the payment of:

       (a) allowed and unpaid professional fees and disbursements
           incurred by the Debtors and any statutory committee of
           unsecured creditors in an aggregate amount not in
           excess of the sum of:

             (i) $3,500,000, less application of any unused
                 retainers; and

            (ii) all accrued and unpaid professional fees and
                 disbursements incurred prior to termination of
                 the Debtors' authority to use the Cash
                 Collateral; and

       (b) the U.S. Trustee Fees and fees to the Bankruptcy Court
           Clerk;

    -- the liens securing the Debtors' postpetition secured
       financing;

    -- valid, perfected and non-voidable liens existing as of the
       Petition Date; and

    -- in some cases, the replacement liens of the TAC Secured
       Parties or the TCH Secured Parties.

The Replacement Liens will secure for each of the TAC Secured
Parties and the TCH Secured Parties:

   (i) the aggregate diminution, if any, whether by use, sale,
       lease, depreciation, decline in market price or otherwise,
       of their Collateral, the incurrence of indebtedness under
       the postpetition secured financing and the priority liens
       and administrative expenses thereunder, or the imposition
       of the automatic stay; and

  (ii) the sum of the aggregate amount of all cash proceeds of
       their cash collateral and the aggregate fair market value
       of all of their non-cash Collateral.

                        Termination of Use

The Debtors' authority to use of the Cash Collateral will
terminate on the earlier of:

     * the Debtors' receipt from either:

       (a) members of the Informal TAC Noteholder Committee
           holding a majority of the TAC Notes held by all
           members of the Informal TAC Noteholder Committee; or

       (y) members of the Informal TCH Noteholder Committee
           holding a majority of the TCH Notes held by all
           members of the Informal TAC Noteholder Committee,

       of the occurrence and continuation of a Termination Event;
       and

    * 11:59 p.m. on ____________, 2004.

The deadline may be extended by stipulation or further Court
order.

"Termination Event" includes, among others:

   (1) Any stay, reversal, vacatur, rescission or other
       modification of the terms of the Debtors' stipulation with
       the Ad Hoc Committees governing the use of Cash
       Collateral, which is not consented to by the Required
       Noteholders, in their sole, absolute and exclusive
       discretion;

   (2) Any default by the Debtors to perform under the Cash
       Collateral Stipulation;

   (3) Any default by the Debtors to perform under the DIP
       Facility;

   (4) Conversion of the Debtors' cases to a case under Chapter 7
       of the Bankruptcy Code;

   (5) The appointment of a trustee or an examiner with enlarged
       powers in the Debtors' cases;

   (6) The filing of a plan of reorganization by any other party-
       in-interest; and

   (7) The entry of an order giving rise to an administrative
       expense claim that has priority over or is parri passu
       with, the administrative expense priority granted to the
       Secured Parties.

           Debtors Must Exit Bankruptcy by May 1, 2005

The Ad Hoc Committees require the Debtors to file and seek
approval of a disclosure statement by February 15, 2005.  The
Committees want the Debtors to confirm a reorganization plan by
April 15, and that plan must take effect by May 1.

The Informal TAC Noteholder Committee is represented by Michael
F. Walsh, Esq., at Weil, Gotshal & Manges, LLP, in New York.

Thomas R. Kreller, Esq., at Milbank, Tweed, Hadley & McCloy, LLP,
in Los Angeles, California, represents the Informal TCH
Noteholder Committee.

On an interim basis, pending a final hearing, Judge Wizmur grants
the Debtors authority to continue using their lenders' cash
collateral on the terms and conditions agreed to with those
lenders.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., through its subsidiaries, owns and operates four
properties and manages one property under the Trump brand name.
The Company and its debtor-affiliates filed for chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Robert A. Klymman, Esq., Mark A. Broude, Esq.,
John W. Weiss, Esq., at Latham & Watkins, LLP, and Charles
Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N. Stahl,
Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed more than
$500 million in total assets and more than $1 billion in total
debts.


TRUMP HOTELS: Wants to Hire Latham & Watkins as Bankruptcy Counsel
------------------------------------------------------------------
On November 18, 2004, each of the Trump Hotels & Casino
Resorts, Inc.'s and its debtor-affiliates' Boards of Directors
voted to seek the Court's authority to employ the law firm of
Latham & Watkins as the Debtors' general bankruptcy counsel under
a general retainer at Latham & Watkins' customary hourly rates
and reimbursement policies.

Francis X. McCarthy, Jr., THCR/LP Corporation Chief Financial
Officer, relates that Latham & Watkins has served as principal
corporate and restructuring counsel to the Debtors since the Fall
of 2003 and intends to continue in that role during the pendency
of the Debtors' cases.

From and after December 2003, Latham & Watkins' corporate,
bankruptcy, restructuring and finance attorneys have been
intimately involved in counseling the Debtors regarding their
financial affairs.  In assisting the Debtors with the preparation
for filing the intended chapter 11 cases, Mr. McCarthy says,
Latham & Watkins' attorneys have become familiar with the complex
factual and legal issues that will have to be addressed in these
cases.  The Debtors believe that the retention of Latham &
Watkins, with its knowledge of and experience with the Debtors,
and the industry in which they operate, will contribute to the
efficient administration of the estates thereby minimizing the
expenses to the estates.

Latham & Watkins will render legal services relating to the day-
to-day administration of the Debtors' Chapter 11 cases and the
myriad of issues that may arise in these cases.  Specifically,
the firm will be:

    -- advising the Debtors of their powers and duties as
       debtors-in-possession in the continued operation of their
       businesses and management of their properties;

    -- assisting, advising and representing the Debtors in their
       consultations with creditors regarding the administration
       of these cases;

    -- providing assistance, advice and representation concerning
       the preparation and negotiation of a plan of reorganization
       and disclosure statement and any asset sales, equity
       investments or other transactions proposed in connection
       with these chapter 11 cases;

    -- providing assistance, advice and representation concerning
       any investigation of the assets, liabilities and financial
       condition of the Debtors that may be required;

    -- representing the Debtors at hearings on matters pertaining
       to their affairs as a debtors-in-possession;

    -- prosecuting and defending litigation matters and other
       matters that might arise during and related to the chapter
       11 cases, except to the extent that the Debtors have
       employed or seek to employ special litigation counsel;

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

    -- rendering advice with respect to the many general corporate
       and litigation issues relating to these cases, including,
       but not limited to, real estate, ERISA, securities,
       corporate finance, regulatory, tax and commercial matters;
       and

    -- performing other legal services as may be necessary and
       appropriate for the efficient and economical administration
       of these chapter 11 Debtors.

Robert A. Klyman, Esq., at Latham & Watkins, LLP, in Los Angeles,
California, informs the Court that the firm's partners,
associates and other attorneys:

    (i) have no connection with the Debtors, any of the Debtors'
        subsidiaries or affiliates, any creditors of the Debtors,
        the United States Trustee, or any other party-in-interest
        in the Debtors' chapter 11 cases, or its attorneys and
        accountants, and

   (ii) do not hold or represent any interest adverse to the
        Debtors.

Mr. Klyman asserts that Latham & Watkins and each of its
partners, associates and other attorneys is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

Latham & Watkins represents, in matters unrelated to the Debtors'
cases, certain parties who may assert claims against or be
subject to objections or litigation brought by the Debtors.

The firm will seek compensation based on its normal hourly
billing rates in effect for the period in which services are
performed and will seek reimbursement of necessary and reasonable
out-of-pocket expenses.

                                Hourly Rate
                                -----------
                Partners        $425 - $795
                Associates      $205 - $575
                Law Clerks       $95 - $345
                Paralegals       $75 - $360

           Partners Expected to be Most Active

                                Hourly Rate
                                -----------
                Robert A. Klyman    $595
                Mark A. Broude      $650
                Joseph Athanas      $525

           Associates Expected to be Most Active

                                Hourly Rate
                                -----------
                John Weiss          $395
                Allen Wang          $345
                Eric D. Brown       $315
                Jeffrey D. Diener   $295
                Eric Stier          $270
                Graeme Smyth        $250

           Paralegals Expected to be Most Active

                                Hourly Rate
                                -----------
                Kathryn Bowman      $205
                Larry Carlson       $135
                Leslie Salcedo      $155

Latham & Watkins has billed and collected $3,748,131 for time and
expenses during the past year in connection with:

    (i) general corporate and securities work,

   (ii) the potential restructuring of all or substantially all of
        the Debtors' liabilities, and

  (iii) general restructuring advice, including the preparation of
        the Debtors' petitions for relief under chapter 11 of the
        Bankruptcy Code and supporting documentation.

The Prepetition Payments include Latham & Watkins' good faith
estimate of fees incurred within the days immediately prior to
the Petition Date as well as expenses incurred prepetition.
Prior to the commencement of the Debtors' chapter 11 cases,
Latham & Watkins received a retainer for postpetition services
and, as of the Petition Date, the Retainer was approximately $1
million.  It is possible that, after Latham & Watkins finally
reconciles its prepetition fees and expenses, the Retainer may
increase or decrease to reflect that reconciliation.  The
Debtors' funds are the source of the Prepetition Payments and the
Retainer.  Unless the Court orders otherwise, the Retainer -- as
reconciled -- will be held by Latham & Watkins and disbursed only
in accordance with applicable law and the rules of the Court and
the United States Trustee regarding professional compensation.
Any unused portion of the Retainer after Latham & Watkins'
services are concluded will be returned to the Debtors.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., through its subsidiaries, owns and operates four
properties and manages one property under the Trump brand name.
The Company and its debtor-affiliates filed for chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  When the Debtors filed for protection from
their creditors, they listed more than $500 million in total
assets and more than $1 billion in total debts.


TRUMP HOTELS: Bankruptcy Spurs Moody's to Junk Subsidiary Ratings
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Trump Atlantic
City Associates -- TAC -- and confirmed the ratings of Trump
Casino Holdings, LLC -- TCH -- following Trump Hotels & Casino
Resorts Inc.'s announcement that it filed for voluntary Chapter 11
reorganization.  Trump Hotels & Casino Resorts Inc. is the parent
of TAC and TCH.

The downgrade of TAC reflects its recapitalization plan and
anticipated Chapter 11 bankruptcy filing that will likely result
in recovery ranging between 90% and 95% on TAC's first mortgage
notes.  The confirmation of TCH's ratings reflects its higher
recovery prospects relative to TAC.

In October 2004, Trump announced that it had entered into a
support agreement with existing bondholders to recapitalize the
company.  The recapitalization plan calls for the exchange of TAC
and TCH debt, approximately $1.8 billion, for $74 million cash,
$1.25 billion second priority mortgage notes, and about
$395 million of common stock.

TAC and TCH ratings have been on review for possible downgrade
since February 12, 2004.  The ratings were placed on review at
that time in response to the company's announcement that it
entered into an exclusivity agreement with DLJ Merchant Banking
Partners III, L.P. as part of a comprehensive recapitalization
plan.  In September 2004, the company and DLJ ended their
negotiations.  However, in Oct. 2004, Trump entered into an
agreement with existing bondholders to recapitalize the company.
This agreement forms the basis of Trump's current recapitalization
plan.

These ratings of Trump Atlantic City Associates were lowered:

   -- Senior implied rating, to Caa2 from Caa1;

   -- $1.2 bil. 11.25% first mortgage notes 2006, to Caa2 from
      Caa1;

   -- $75 mil. 11.25% first mortgage notes 2006, to Caa2 from
      Caa1;

   -- $25 mil. 11.25% first mortgage notes 2006, to Caa2 from
      Caa1; and

   -- Senior unsecured issuer rating, to Ca from Caa3.

These ratings of Trump Casino Holdings, LLC were confirmed:

   -- Senior implied rating, at Caa1;

   -- $425 mil. 11.625% first mortgage notes 2010, at Caa1;

   -- $50 mil. 17.625% second mortgage notes 2010, at Caa2; and

   -- Senior unsecured issuer rating, at Caa3.

These rating actions end the ratings review process that began on
February 12, 2004.  All TAC and TCH ratings, along with their
SGL-4 speculative grade liquidity ratings, will be withdrawn
following this rating action.

Headquartered in Atlantic City, New Jersey, Trump Atlantic City
Associates is a wholly owned, non-recourse subsidiary of Trump
Hotels & Casino Resorts, Inc.  It owns and operates Trump Taj
Mahal Casino Resort and Trump Plaza Hotel and Casino, located on
the Boardwalk in Atlantic City.

Headquartered in Atlantic City, New Jersey, Trump Casino Holdings,
LLC is a wholly owned, non-recourse subsidiary of Trump Hotels &
Casino Resorts, Inc.  It owns and operates Trump Marina Hotel
Casino located in Atlantic City's Marina District, and the Trump
Casino Hotel, a riverboat casino located in Gary, Indiana.  It
also manages Trump 29 Casino, a Native American owned facility
located near Palm Springs, California.


TRW AUTOMOTIVE: S&P Places BB+ Ratings to $1.9B Sr. Sec. Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
TRW Automotive Inc.'s new, $1.9 billion senior secured bank credit
facility, with a recovery rating of '3', indicating meaningful
recovery of principal (50%-80%) in a post-default scenario.

At the same time, Standard & Poor's affirmed its 'BB+' corporate
credit rating and all other ratings on the company. Proceeds from
the proposed facility will be used to refinance TRW's existing
bank loan, with the exception of the recently syndicated $300
million senior secured term loan E, which will remain outstanding.  
Term loan E will rank pari passu with the new bank facility.  The
outlook is stable.  At September 24, 2004, outstanding debt
totaled about $3.2 billion.

"The ratings on TRW reflect a somewhat below-average financial
profile, characterized by a diminishing but still moderately heavy
debt load, which more than offsets the company's average business
profile as one of the world's 10 largest manufacturers of original
equipment automotive parts," said Standard & Poor's credit analyst
Daniel R. DiSenso.

The Livonia, Michigan-based company's product lines include active
safety systems and components in the areas of braking, steering,
and suspension; passive safety systems and components such as
inflatable restraints (airbags), seat belts, and steering wheels;
and other automotive components, such as engine valves, engineered
fasteners, and body control systems.

TRW's average business profile reflects its leading market shares
for most of its products, strong technical capabilities, moderate
growth prospects, and good revenue diversity within the automotive
industry.  TRW was a leader in the development of four-wheel and
rear-wheel antilock brake systems and, more recently, electrically
assisted steering, vehicle stability control, and radar-based
cruise control.  These products have above-average growth
prospects because they improve vehicle performance, safety, and
fuel economy, which are key concerns of vehicle manufacturers and
consumers.  The outlook is stable.

A moderately heavy debt burden and exposure to the cyclical and
competitive original equipment automotive market restrict upside
ratings potential.  Downside risk is limited by TRW's leading
market positions and good revenue diversity.


U.S. ENGINE INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: U.S. Engine, Inc.
        8504 South 228th
        Kent, Washington 98031

Bankruptcy Case No.: 04-25044

Chapter 11 Petition Date: November 23, 2004

Court: Western District of Washington (Seattle)

Debtor's Counsel: Kevin T. Helenius, Esq.
                  40 Lake Bellevue, Suite 100
                  Bellevue, WA 98005
                  Tel: 425-450-7011
                  Fax: 425-984-7055

Total Assets: $1,208,630

Total Debts:  $1,626,928

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Michael Crossan               Loans to company          $800,000
8504 S. 228th
Kent, WA 98031

Park 184                      US Bank 15355539          $285,000
c/o Kenneth Hobbs, Attorney   Secured value:
1301 5th Avenue               $38,000
2500 Rainier Tower
Seattle, WA 98101

CKS                           Attorney fee              $230,000
P.O. Box 6030                 judgement
Phoenix, AZ 85005

Jim Gauthier Attorney         Attorney fees             $200,000

Attorney Paul Ulrich          Attorney fees              $20,000

Tappet Sales and Parts        Trade debt                  $6,000

US Bank                       US Bank 15355539            $5,300
                              Secured value:
                              $38,000

Cornell and Associates        Back rent                   $4,000

Joe Crossan                   Wages                       $3,000

Michael Crossan               Wages                       $3,000

Engine Rebuilders             Trade debt                  $2,260

John Crossan                  Back wages                  $2,000

ACL Dist. Inc.                Trade debt                  $1,611

Clevitt Engine Parts          Trade debt                  $1,000

United Engine and Machine     Trade debt                    $929

SB Int.                       Trade debt                    $929

Rock Products                 Trade debt                    $846

Qwest                         Utility                       $638

Prime Automotive              Trade debt                    $607

Delta Cam Shaft               Trade debt                    $522


U.S. STEEL: Receives $173.5 Million Financing from GE Commercial
----------------------------------------------------------------
GE Commercial Finance Corporate Lending has provided $173.5
million in financing to United States Steel Corporation (NYSE:X).

The financing commitment from GE Commercial Finance is part of
$600 million senior secured revolving loan facility, for which GE
served as Co-Lead Arranger, Co-Syndication Agent and Co-Collateral
Agent.  GE Commercial Finance will hold its entire financing
amount.  The U. S. Steel facility, which replaced an existing loan
facility, closed on October 22nd.

"Our intent in this transaction was to structure a facility that
reflects our company's strong financial profile and provides
enhanced flexibility while addressing our ongoing capital
requirements," said Larry Brockway, U. S. Steel Vice President &
Treasurer. "GE's commitment helped us meet all our goals."

GE Commercial Finance Corporate Lending offers financing to
clients from middle-market companies to large corporations.
Corporate Lending's industry specific financing capabilities
include a 10-person, dedicated metals underwriting team, with more
than 25 global metals industry relationships, including integrated
mills, mini-mills, service centers, non-ferrous products
companies, and producers of alloys, tube and forgings. Currently,
Corporate Lending has nearly $2 billion in outstanding commitments
to the steel industry. Other significant transactions to date in
2004 including financings for AK Steel, Republic Steel, and Ispat
Sidbec.

"GE Commercial Finance has a deep understanding of this industry's
fundamental characteristics and needs, both historic and
emerging," said Mark Smith, senior vice president and marketing
leader, Metals Finance. "Our comfort with this industry is
evidenced by our consistent willingness to provide and hold
significant financing commitments, as in the U. S. Steel
transaction. Our firm intent is to remain an ongoing and highly
active source of flexible capital for this very dynamic industry
sector."

          About GE Commercial Finance Corporate Lending

GE Commercial Finance Corporate Lending offers financing to
clients from middle-market companies to large corporations.
Products and services include asset-based financing, cash flow
lending and corporate restructuring. Corporate Lending is a
leading global provider of financing solutions for investment and
non-investment grade companies - committed to supporting clients
at all stages of the business cycle. For more information on the
businesses and products of GE Commercial Finance Corporate
Lending, please visit www.gelending.com. GE Commercial Finance,
which offers businesses around the globe an array of financial
products and services, has assets of over $220 billion and is
headquartered in Stamford, Connecticut. General Electric (NYSE:GE)
is a diversified technology, media and financial services company
dedicated to creating products that make life better. For more
information, visit the company's website at http://www.ge.com/

                    About United States Steel

U.S. Steel, through its domestic operations, is engaged in the
production, sale and transportation of steel mill products, coke,
and iron- bearing taconite pellets; the management of mineral
resources; real estate development; and engineering and consulting
services and, through its European operations, which include U. S.
Steel Kosice, located in Slovakia, and U. S. Steel Balkan located
in Serbia, in the production and sale of steel mill products.
Certain business activities are conducted through joint ventures
and partially owned companies. United States Steel Corporation is
a Delaware corporation.

                          *     *     *

As reported in the Troubled Company Reporter on July 6, 2004,
Fitch Ratings has affirmed the senior unsecured long-term debt
ratings of U.S. Steel at 'BB-', the ratings of the company's
senior secured bank debt at 'BB', and convertible preferred stock
at 'B'. The Rating Outlook has been changed to Stable from
Negative.

This rating action affects approximately $1.3 billion of
securities outstanding at the end of the first quarter.
In the wake of the National Steel acquisition, USS' operating
leverage is making a big difference. The company should move from
a loss last year to a profit of greater absolute magnitude this
year, and a net debt/EBITDA of 1.0 times (x) or less may not be
out of question by year-end. A $300/ton run-up in the price for
sheet products has been the primary earnings driver; synergies
from the merger and the labor agreement with the United
Steelworkers have also helped. Counter-balancing gains on the
revenues side have been increases in costs for coke, energy, and
scrap. USS is self-sufficient in iron ore and coke, except at its
Central European operations. The added costs are being eclipsed by
the increase in prices, and volumes have been good across all
major product lines.


UAL CORP: Fee Review Committee Issues April to June 2004 Report
---------------------------------------------------------------
The UAL Corporation Fee Review Committee, formed to monitor fees  
requested by professionals, reviewed the Sixth Interim Fee  
Applications, and, where appropriate, asked for further  
information from the Professionals about certain identified  
issues.  In addition, at the U.S. Trustee's request, the  
Professionals who seek compensation based on an hourly basis  
submitted to the U.S. Trustee electronic files containing those  
Professionals' time tickets so that the U.S. Trustee could review  
and analyze the files to identify certain issues as set forth in  
the billing guidelines.

The Court has authorized the employment of Hourly Professionals  
and Flat Fee Professionals.  On May 21, 2004, the Court directed  
the Fee Review Committee to expand the scope of its review  
process, by reviewing the fee and expense requests filed by the  
Flat Fee Professionals, in addition to those of the Hourly  
Professionals.  The Committee adopted a procedure, retroactive to  
December 9, 2002, requiring all Professionals to file sworn  
affidavits each month attesting to their compliance, or non-
compliance, with the expense disbursement standards.  To achieve  
uniformity, the Committee voted to apply the new procedure to all  
the Professionals, both Flat Fee and Hourly.

The Fee Review Committee reports that:

   (1) Kirkland & Ellis took a $20,375 voluntary reduction in
       fees and $2,310 in expenses for the OurHouse litigation.  
       Kirkland took initial voluntary reductions of $15,698 in
       fees and $47,100 in expenses.

   (2) Vedder Price took voluntary reductions of $9,331 in fees
       and $3,151 in expenses.  Vedder reduced its hourly rate
       by 7.5%.

   (3) Piper Rudnick reduced its hourly rate by 10%.

   (4) Mayer, Brown, Rowe & Maw took voluntary reductions of
       $2,209 in fees and $1,411 in expenses.  Mayer reduced its
       hourly rate by 10%.

   (5) Sonnenschein Nath & Rosenthal took voluntary reductions of
       $78,196 in fees and $61,626 in expenses.

   (6) KPMG took a $16,146 initial voluntary reduction in fees.

Michael P. O'Neil, Esq., at Sumner, Bernard & Ackerson, in  
Indianapolis, Indiana, advises the Court that the Fee Review  
Committee has voted and recommends that the payment of fees and  
reimbursement of expenses as requested by the Professionals in  
the Sixth Interim Fee Applications be allowed in these amounts:

   Professional           Fees Requested  Expenses        Total
   ------------           --------------  --------        -----
   Cognizant                  $118,563      $1,950     $120,513
   Deloitte & Touche         1,028,218           0    1,028,218
   FTI Consulting              820,763       4,176      824,939
   Gordian Group                39,545       5,615       45,160
   Heidrick & Struggles         25,000       3,000       28,000
   Huron Consulting Group    2,544,875      80,429    2,625,304
   Jenner & Block            1,083,318      52,597    1,135,915
   Katten Muchin                31,799      10,386       42,185
   Kirkland & Ellis          7,629,582     776,762    8,406,344
   KPMG                      2,150,685      66,670    2,217,355
   Leaf Group                  414,655      58,371      473,026
   LeBouef Lamb                 98,145       3,208      101,353
   Marr Hipp Jones & Wang        9,861         162       10,023
   Mayer Brown Row & Maw       749,220     320,274    1,069,494
   Meckler Bulger              483,235      27,037      510,272
   Paul Hastings                13,217       1,410       14,627
   Piper Rudnick               358,218           0      358,218
   PricewaterhouseCoopers      556,267         184      556,451
   Segal Company               198,243      5,031       203,274
   Sonnenschein Nath         2,657,232     142,222    2,799,454
   Sperling & Slater         1,096,302     107,269    1,203,571
   Vedder Price              1,628,462      38,815    1,667,277

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier. The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 66; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


URANIUM RESOURCES: Wants to Increase Authorized Shares to 12 Mil.
-----------------------------------------------------------------
Uranium Resources, Inc., is soliciting the consent of its
stockholders to approve an amendment to the Company's 1995 Stock
Incentive Plan increasing the number of shares of the Company's
common stock, $0.001 par value per share, eligible for issuance
under the Plan from 4,000,000 shares to 12,000,000 shares.

Only stockholders of record at the close of business on Nov. 1,
2004, are entitled to notice of and to receive the form of
consent.

Stockholders are encouraged to return consents as soon as
possible.  A consent will not be effective to take the action set
forth in the Notice unless it is received by the Company by
January 8, 2005.

                          *     *     *

In its Form 10-KSB for the fiscal year ended Dec. 31, 2003,
Uranium Resources' auditors, Hein + Associates LLP, raised
substantial doubt about the Company's ability to continue as a
going concern.  The Company has suffered recurring losses due to
depressed uranium prices and future working capital requirements
are dependent on the Company's ability to generate profitable
operations or raise additional capital.  Should the Company not be
able to generate profitable operations or raise additional
capital, the Company could be forced to seek protection under the
United States Bankruptcy Act.

These losses continue in the quarterly period ended Sept. 30,
2004, with the Company reporting a $1,068,221 net loss in Sept.
2004, compared to a $216,320 net loss for the same period last
year.


WELLS FARGO: Fitch Places Low-B Ratings on B-4 & B-5 Cert. Classes
------------------------------------------------------------------
Wells Fargo Mortgage Pass-Through Certificates, series 2004-AA,
are rated by Fitch Ratings as follows:

   -- $388,538,100 classes A-1 - A-4 and A-R senior certificates
      'AAA';

   -- $4,403,000 class B-1 'AA';

   -- $3,203,000 class B-2 'A';

   -- $1,802,000 class B-3 'BBB'

   -- $1,001,000 class B-4 'BB'

   -- $600,000 class B-5 'B'.

Class B-6 certificate is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 2.95%
subordination provided by:

   * the 1.10% class B-1 certificates,
   * the 0.80% class B-2 certificates,
   * the 0.45% class B-3 certificates,
   * the 0.25% privately offered class B-4 certificates,
   * the 0.15% privately offered class B-5 certificates, and
   * the 0.20% privately offered class B-6.

Classes B-1, B-2, B-3, B-4 and B-5 are rated 'AA', 'A', 'BBB',
'BB' and 'B', respectively, based on their respective
subordination.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures and the servicing capabilities of
Wells Fargo Bank, N.A. (WFB; rated 'RPS1' by Fitch).

The transaction is secured by one pool of mortgage loans.  The
mortgage loans consist of fully amortizing, one- to four-family,
adjustable-rate mortgage loans that provide for a fixed interest
rate during an initial period of approximately seven years.  
Thereafter, the interest rate will adjust on an annual basis to
the sum of the weekly average yield on US Treasury Securities
adjusted to a constant maturity of one year and a gross margin.

The mortgage loans have an aggregate principal balance of
approximately $400,348,539 as of the cut-off date (Nov. 1, 2004),
an average balance of $438,018, a weighted average remaining term
to maturity -- WAM -- of 359 months, a weighted average original
loan-to-value ratio -- OLTV -- of 69.36% and a weighted average
coupon of 5.30%.  Rate/Term and cashout refinances account for
20.78% and 9.64% of the loans, respectively.  The weighted average
FICO credit score for the group is 740.  Owner occupied properties
and second homes comprise 94.91% and 5.09% of the loans,
respectively.  The states that represent the largest geographic
concentration are:

               * California (39.08%),
               * Virginia (6.35%),
               * New York (5.40%) and
               * New Jersey (5.01%).

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

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation',
available on the Fitch Ratings web site at
http://www.fitchratings.com/

All of the mortgage loans were generally originated in conformity
with underwriting standards of Wells Fargo Home Mortgage, Inc. --
WFHM.  WFHM sold the loans to Wells Fargo Asset Securities
Corporation -- WFASC, a special purpose corporation, who deposited
the loans into the trust.  The trust issued the certificates in
exchange for the mortgage loans.  WFB, an affiliate of WFHM, will
act as servicer, master servicer and custodian, and Wachovia Bank,
N.A. will act as trustee and paying agent.  For federal income tax
purposes, an election will be made to treat the trust as a real
estate mortgage investment conduit -- REMIC.


WKI HOLDING: S&P Affirms B Corporate Credit & Sr. Secured Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit and senior secured bank loan ratings on cookware and bake
ware manufacturer WKI Holding Co. Inc.

In addition, all ratings were removed from CreditWatch, where they
were placed on May 6, 2004.  At the same time, Standard & Poor's
withdrew its 'CCC+' subordinated debt rating on the company's 12%
senior subordinated notes due 2010, all but $9 million of which
has been repaid.  The outlook is negative.

Reston, Virginia-based WKI had about $140 million of total debt
outstanding at June 27, 2004.

Despite a substantial reduction in debt following the company's
sale of subsidiary, OXO International, in June, ratings are
affirmed.  WKI's remaining product lines are less profitable and
are likely to be more vulnerable to competition from imports.

"Although we expect WKI to maintain credit protection measures
stronger than the medians to offset its well-below-average
business risk profile, the company will be challenged to do so
given the more commodity-like nature of its remaining product
categories and challenging industry conditions," said Standard &
Poor's credit analyst Patrick Jeffrey.


WYNN LAS VEGAS: Prices Cash Tender Offer for $247.6 Million Notes
-----------------------------------------------------------------
Wynn Resorts, Limited (Nasdaq:WYNN) disclosed the pricing terms
and extension of the previously announced cash tender offer by
Wynn Las Vegas, LLC.  Wynn Las Vegas, LLC, offered to purchase any
and all of the $247,580,000 aggregate principal amount of its
outstanding 12.0% Second Mortgage Notes due 2010 (CUSIP No. 983130
AA 3).

For purposes of calculating the total consideration for the Offer,
the reference U.S. Treasury for the notes is the 2-1/2% U.S.
Treasury Note due Oct. 31, 2006, and the reference U.S. Treasury
yield and the tender offer yield are 2.951% and 3.451%,
respectively.  The total consideration per $1,000 principal amount
of notes validly tendered prior to the expiration of the related
consent solicitation on Nov. 22, 2004, is $1,266.81, of which
$20.00 is the consent payment.  Holders validly tendering their
notes after the Consent Date but on or prior to the expiration
date for the Offer will receive the total consideration less the
consent payment, or $1,246.81 per $1,000 principal amount of
notes.

In addition, holders whose notes are validly tendered and accepted
for purchase will receive accrued and unpaid interest from the
last interest payment date to, but not including, the settlement
date.  Holders who validly tender their notes by the expiration
date will receive payment on the settlement date, which is
expected to be on or about Dec. 14, 2004.

The Offer is subject to the satisfaction of certain conditions,
including but not limited to the valid tender and delivery of
consents with respect to, a majority of the outstanding principal
amount of notes (excluding notes held by affiliates of the
issuers), new debt financing and other customary general
conditions.  As of the close of business on Nov. 23, 2004,
$215,617,000 of the notes had been validly tendered and not
withdrawn, which is approximately 87% of the $247,580,000
outstanding notes.  The Offer's financing condition will be
satisfied when Wynn Las Vegas completes its previously announced
offering of first mortgage notes and arranges its previously
announced new credit facilities.

The expiration of the Offer has been extended until 12:01 a.m.,
New York City Time, on Dec. 14, 2004, unless further extended or
earlier terminated.

Deutsche Bank Securities Inc. and Banc of America Securities LLC
are acting as the dealer managers and solicitation agents;
MacKenzie Partners, Inc. is acting as the information agent; and
Wells Fargo Bank, National Association is acting as depositary in
connection with the tender offer and consent solicitation. Copies
of the Offer to Purchase and Consent Solicitation Statement,
Letter of Transmittal and Consent, and other related documents may
be obtained from the information agent at MacKenzie Partners,
Inc., 105 Madison Avenue, New York, New York 10016, 800-322-2885
(toll free) or 212-929-5500 (collect). Additional information
concerning the Offer may be obtained by contacting Deutsche Bank
Securities Inc. at 800-553-2826 (U.S. toll free) or 212-250-4270
(collect) or Banc of America Securities LLC at 888-292-0070 (U.S.
toll free) or 704-388-4813 (collect).

This press release shall not constitute an offer to purchase or
the solicitation of an offer to sell or a solicitation of consents
with respect to the notes. The tender offer and consent
solicitation may only be made in accordance with the terms of and
subject to the conditions specified in the Offer to Purchase and
Consent Solicitation Statement, dated November 12, 2004, and the
related Letter of Transmittal and Consent, which more fully set
forth the terms and conditions of the tender offer and consent
solicitation.

Wynn Las Vegas, LLC is constructing, and will own and operate, the
Wynn Las Vegas hotel and casino resort on the Las Vegas Strip.
Wynn Las Vegas is expected to open to the public in April 2005.
Wynn Las Vegas, LLC is a wholly owned subsidiary of Wynn Resorts,
Limited (Nasdaq: WYNN). In addition to Wynn Las Vegas, Wynn
Resorts, Limited has also begun building a $704 million resort on
the Chinese enclave of Macau.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 23, 2004,
Moody's Investors Service assigned a B2 rating to Wynn Las Vegas,
LLC's $1.1 billion proposed senior secured bank credit facility
and $1.1 billion first mortgage notes due 2014. The proposed bank
facility is comprised of a $1.0 billion 5-year revolver and a $100
million 7-year term loan. Wynn's existing B2 senior implied
rating, B2 secured bank facility rating, B3 second mortgage note
rating, and Caa1 long-term senior unsecured issuer rating were
affirmed.

Proceeds from the first mortgage notes, along with a $400 million
equity contribution from Wynn Resorts, Limited, the parent company
of Wynn Las Vegas, LLC, will be used to:

   (1) refinance Wynn's:

       (a) $472 million outstanding bank debt,
       (b) $248 million second mortgage notes,
       (c) $198.5 million furniture, fixture & equipment loan, and

   (2) contribute about $500 million of cash to Wynn's balance
       sheet.


* Kirkland & Ellis Opens Second European Office in Munich, Germany
------------------------------------------------------------------
Kirkland & Ellis International LLP disclosed its plan to open a
German office.  The new office is the Firm's seventh worldwide and
second in Europe.  Located in Munich, Kirkland intends to move
into its permanent office space by early 2005.

This expansion to Germany is in response to current client needs
and to support future growth plans. The new office will focus on
private equity/M&A work, an area of international expertise for
the Firm.

Volker Kullmann, a partner at Clifford Chance, has joined Kirkland
effective Nov. 9. A qualified German corporate lawyer, Mr.
Kullmann has been a leading member of Clifford Chance's private
equity practice in Germany. He has been with Clifford Chance since
1998. Prior to that, the 43-year-old Mr. Kullmann was an associate
at Beiten Burkhardt Mittl & Wegener.

Kirkland's current German practice is led by Dr. Thomas Verhoeven,
a partner who is doing German legal work through the Firm's London
office. Dr. Verhoeven will be relocating to Munich. Kirkland's new
Munich office will be led by Mr. Kullmann and Dr. Verhoeven.

"We are delighted to add a lawyer as skilled as Volker," said
Thomas D. Yannucci, chairman of Kirkland's Management Committee.
"He will enhance our growing European practice."

"Kirkland's franchise in private equity is unique in the industry
and it will be a great pleasure helping to expand Kirkland's
German practice," Mr. Kullmann said.

In addition to Dr. Verhoeven who has been with Kirkland since
2000, another German lawyer from the Firm's London office --
partner Ivo Posluschny -- will relocate to the Munich office.
Kirkland anticipates that approximately 10 additional attorneys
will be moving to Munich from Kirkland's other offices or arriving
laterally from other German and international firms.

Some of the clients that the Firm works for in Germany are Bain
Capital, Bank of America Equity Partners, Madison Dearborn
Partners, MidOcean Capital Partners and Caisse de Depot et
Placement du Quebec.

"With major clients in Europe and our expertise in private
equity/M&A, there is a strong business case for opening a Munich
office," said James L. Learner, partner in the London office.

"A presence in Germany will enhance the service we provide to all
of our clients with business in Europe," Dr. Verhoeven added.

                      About Kirkland & Ellis
  
Kirkland & Ellis is an international law firm with 1,000 lawyers
located in Munich, London, Chicago, Los Angeles, New York, San
Francisco and Washington DC. Kirkland & Ellis ranks among the top
25 global law firms according to The American Lawyer's 2003 Global
100 survey.

The London office has a reputation as a leading European private
equity practice together with expertise in Insolvency and
Restructuring, M&A and Capital Markets, Intellectual Property,
Banking and Finance, International Litigation and Dispute
Resolution.


* Wilmer Cutler Expands Global Reach with New Beijing Office
------------------------------------------------------------
Wilmer Cutler Pickering Hale and Dorr LLP, an international law
firm with 12 offices around the world, the opening of a licensed
office in Beijing, China.  The Beijing office, a milestone for the
newly merged firms of Hale and Dorr and Wilmer Cutler Pickering,
expands the firm's global reach to better meet the needs of its
domestic and international clients.

The new Beijing office offers a unique combination of services and
brings together prominent policy, regulatory and government
relations capabilities with premier in-country business,
transactions and intellectual property expertise. The addition of
the China team enables the firm to offer a hallmark of
sophisticated problem solving and strategies at the intersection
of business, government and regulation.

Leading the China team at Wilmer Cutler Pickering Hale and Dorr
are Ambassador Charlene Barshefsky, the former United States Trade
Representative (USTR) responsible for a range of landmark
agreements with China including its World Trade Organization
agreement and intellectual property rights and market access
agreements, and Robert Novick former USTR general counsel and
chair of the firm's Trade Group.

Lester Ross heads the Beijing office. The lawyers in the Beijing
office are widely recognized as comprising one of the strongest
legal teams based in China for corporate, financial services and
intellectual property work, including M&A, foreign direct
investment, banking and finance, insurance, telecommunications,
and technology. William McCahill, former deputy chief of Mission
and Charge d'Affaires of the American Embassy in Beijing,
spearheads the China government relations team which provides
policy and regulatory advice that complements the clients'
commercial objectives.

The Beijing team has represented clients across a range of
industries in all aspects of their business dealings in China,
including structuring, negotiating and documenting business
transactions, as well as involvement in precedent-setting foreign
investment transactions. Moreover, the team has substantial
experience and relationships throughout China, including Shanghai,
Tianjin, Guangdong, Jiangsu and other provinces and localities in
addition to Beijing.

"The Beijing office represents an integral part of our broad
international practice," said William F. Lee and William J.
Perlstein, co-managing partners, Wilmer Cutler Pickering Hale and
Dorr. "We offer end-to-end service in Beijing, whether the need is
transactions, IP or government regulation and public affairs,
making this office unique in China."

With the depth and breadth of Wilmer Cutler Pickering Hale and
Dorr's US and European offices, the firm has also advised Chinese
entities on their commercial and trade relations outbound,
particularly in obtaining regulatory approvals, the structuring of
transactions and defending against trade actions.

         About Wilmer Cutler Pickering Hale and Dorr LLP

Wilmer Cutler Pickering Hale and Dorr LLP --
http://WilmerHale.com/-- is nationally and internationally  
recognized for its preeminent practices in antitrust and
competition; bankruptcy; civil and criminal trial and appellate
litigation (including white collar defense); corporate (including
public offerings, public company counseling, start-up companies,
venture capital, mergers and acquisitions, and licensing);
financial services; intellectual property counseling and
litigation; international arbitration; life sciences; securities
regulation, enforcement and litigation; tax; telecommunications;
and trade. Wilmer Cutler Pickering Hale and Dorr LLP was formed in
May 2004 through the merger of two of the nation's leading law
firms, Hale and Dorr LLP and Wilmer Cutler Pickering LLP. The firm
has more 1,000 lawyers and offices in Baltimore, Beijing, Berlin,
Boston, Brussels, London, Munich, New York, Northern Virginia,
Oxford, Waltham and Washington, DC.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***