TCR_Public/041126.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 26, 2004, Vol. 8, No. 260

                           Headlines

ACCLAIM ENTERTAINMENT: Headquarters on Auction Block Dec. 6
ADELPHIA COMMS: Opposes Rigases' Additional Discovery Requests
AIR CANADA: Appoints Four Senior Executives
ATA AIRLINES: Committee Wants to Retain Akin Gump as Counsel
BIOGEN IDEC: S&P Places BB+ Ratings on CreditWatch Positive

BGF INDUSTRIES: Moody's Lifts Senior Implied Rating to Caa2
BRODER BROS: Closes $50 Million Financing via Private Placement
CASCADES INC: Completes Sale of $125 Million Senior Notes
CASCADES INC: Moody's Places Ba3 Rating on $125M Sr. Unsec. Notes
CATHOLIC CHURCH: Wants More Time to Decide on Triple Net Lease

CENTER FOR DIAGNOSTIC: Moody's Rates $95M Sr. Sec. Facilities B2
CENTERPOINT ENERGY: To Redeem $375 Million of Preferred Securities
CHESAPEAKE CORP: S&P Places B+ Rating on E100 Subordinated Notes
CLEARLY CANADIAN: Completes Secured Loan Arrangements from Global
COEUR D'ALENE: Closes Public Offering of 25 Million Common Shares

COINMACH SERVICE: Completes Income Deposit Securities' IPO
CONGOLEUM CORP: Wants DIP Financing Facility Extended to June 30
CRITICAL HOME CARE: Cash Flow Problems Prompt Going Concern Doubt
DELTA AIR: Achieves Cost Savings Under Aircraft Concession Program
DELTA AIR: S&P Places Junk Rating on CreditWatch Positive

DII/KBR: Gets Court Nod for Post-Confirmation Amendment to Plan
ECHOSTAR COMMS: Names David J. Rayner Chief Financial Officer
ENRON CORP: Court Approves U.S. Agencies' Settlement Agreement
FAIRFIELD STREET: S&P Places Low-B Ratings on Classes E & F Notes
GREEN TREE: Fitch Junks 35 Securitization Classes

GRUMA SA: Moody's Lifts Rating on Senior Unsecured Notes to Ba1
HCM KANSAS CITY INC: Voluntary Chapter 11 Case Summary
HERBALIFE INTL: Sr. Sub. Noteholders Agree to Amend Indentures
HEXCEL CORP: Proposes Secondary Offering of 21 Million Shares
HOLLINGER: G.W. Walker Sits as Chairman and D. Vale as President

HORNBECK OFFSHORE: Closes $225 Million Sale of 6.125% Sr. Notes
HOUSTON EXPLORATION: Closes Offer on KeySpan's Remaining Interest
HUFFY CORPORATION: Section 341(a) Meeting Slated for December 12
HUFFY CORP: Committee Hires PricewaterhouseCoopers as Advisor
INTELLIMATION INC: Case Summary & 20 Largest Unsecured Creditors

INTERSTATE BAKERIES: Wants Claims Resolution Protocol Approved
INTERSTATE BAKERIES: GMS Wants Demolition Costs Paid
IONICS INC: S&P Places BB Ratings on CreditWatch Positive
LANOPTICS: Completes $14.3 Million Private Equity Placement
NORTHWEST AIRLINES: Orders 10 Bombardier CRJ200 Regional Jets

MATEH EFRAIM: Files a Fresh Chapter 11 Petition in S.D. New York
MATEH EPRAIM: Case Summary & 7 Largest Unsecured Creditors
MAXIM CRANE: Wants Solicitation Period Extended Until Feb. 11
MAXIM CRANE: Committee Retains Mesirow as Financial Adviser
MERCER'S ENTERPRISES: Case Summary & Largest Unsecured Creditors

MYSTIC BUILDERS: Voluntary Chapter 11 Case Summary
NAVITRAK INTERNATIONAL: Closes Asset Sale to Navitrak Nevada
NAVITRAK INTERNATIONAL: Confirms Purchase of Canadian Assets
NEXPAK CORP: Judge Kendig Approves Disclosure Statement
NEXPAK Corp: Has Until Plan Confirmation to Make Lease Decisions

OAKWOOD MORTGAGE: Moody's Reviewing Ratings & May Downgrade
OWENS MFG. & SPECIALTY: Voluntary Chapter 11 Case Summary
PACIFIC MAGTRON: Liquidity Concerns Trigger Going Concern Doubt
PICO INVESTMENT: List of 5 Largest Unsecured Creditors
PEGASUS SATELLITE: Gets Court Nod to Preserve Pacts with KB Prime

PENNSYLVANIA PUBLIC: Case Summary & 11 Largest Unsecured Creditors
ROBOTIC VISION: Look for Bankruptcy Schedules by Dec. 20
ROPER INDUSTRIES: S&P Puts BB+ Ratings on CreditWatch Developing
RURAL/METRO: Applies for Relisting on Nasdaq SmallCap Market
RYERSON TULL: Offering $150M of Sr. Notes via Private Placement

SAYBROOK POINT: Moody's Junks $18M Class C Senior Secured Notes
THISTLE MINING: John Brown Departs as Group Finance Director
THOMAS & BETTS: Moody's Revises Outlook on Ba1 Rating to Positive
TRUMP HOTELS: Wants to Hire Schwartz Tobia As Co-Counsel
TRUMP HOTELS: Wants to Maintain Existing Bank Accounts

TRUMP HOTELS: Can Honor Prepetition Employee Obligations
UAL CORP: Court Extends Exclusive Plan Filing Until Jan. 31
UAP HOLDING: Moody's Upgrades Senior Implied Rating to B1
UNITED REFINING: Reports $11.4 Million Year-End Net Income
UNIVERSAL CITY: Moody's Rates $650M Senior Secured Facilities Ba3

US AIRWAYS: Mitsui Asks for Adequate Protection of Aircraft
USGEN: Objections to the Hydro Sale Must be Filed by Nov. 30
WILLIAM LYON: Moody's Assigns B2 Rating to $150M Senior Notes
Z-TEL TECH: Reports Status of Exchange Offer for Preferred Shares

* ACG New Jersey to Host Due Diligence Symposium on Feb. 9

* "Legal Holidaze" -- New CD of Hilarious Lawyer Holiday Songs

* BOOK REVIEW: Go Directly To Jail

                           *********


ACCLAIM ENTERTAINMENT: Headquarters on Auction Block Dec. 6
-----------------------------------------------------------
David R. Maltz & Co., Inc., will auction the former headquarters
of Acclaim Entertainment, Inc., located at 70 Glen Street in Glen
Cove, New York, on Monday, Dec. 6, 2004, at 10:00 a.m. in
Courtroom No. 860 at the U.S. Bankruptcy Court in Central Islip,
New York.  The minimum bid is $9,505,000.  The property will be
sold free and clear of all liens, claims and encumbrances.  

The free-standing, four-story concrete and glass building houses
71,600 square feet of space and is located on 1.56 acres.  
Additional information is available from the auctioneer:

     David R. Maltz
     Telephone (516) 439-7022
     http://maltzauctions.com/

Headquartered in Glen Cove, New York, Acclaim Entertainment was a
worldwide developer, publisher and mass marketer of software for
use with interactive entertainment game consoles including those
manufactured by Nintendo, Sony Computer Entertainment and
Microsoft Corporation as well as personal computer hardware
systems.  The Company filed a chapter 7 petition on Sept. 1, 2004
(Bankr. E.D.N.Y. Case No. 04-85595). Jeff J. Friedman, Esq., at
Katten Muchin Zavis Rosenman represents the Debtor.  Allan B.
endelsohn, Esq., serves as the chapter 7 Trustee.  When the
Company filed for bankruptcy, it listed $47,338,000 in total
assets and $145,321,000 in total debts.


ADELPHIA COMMS: Opposes Rigases' Additional Discovery Requests
--------------------------------------------------------------
To recall, Adelphia Communications Corporation brought an
adversary action against the Rigas Defendants, alleging among
others that the Rigas Defendants:

   -- abused their positions as ACOM officers and directors;

   -- established and maintained a cash management system wherein
      funds from ACOM, its subsidiaries, and Rigas-controlled
      entities were deposited and commingled in a single account;

   -- "siphoned" millions of dollars of funds held in the CMS for
      their own use and benefit;

   -- used proceeds obtained through various co-borrowing
      agreements entered into between certain financial
      institutions and ACOM subsidiaries and Rigas entities, for
      purposes not related to ACOM businesses; and

   -- borrowed about $3.2 billion through the co-borrowing
      facilities, the majority of which was allegedly used to
      purchase ACOM securities between August 1998 and
      January 2002.

In August 2004, ACOM asked the Court for summary judgment against
all the Rigas Defendants.  ACOM seeks a $3,232,373,940 judgment on
account of its unjust enrichment and constructive trust claim
against the Rigases.  ACOM asserts that the facts underlying its
unjust enrichment claim are basically undisputed and that it is
entitled to judgment as a matter of law.

               Rigases Request Additional Discovery

Although the Rigases' request to dismiss the Amended Complaint is
still pending, Lawrence G. McMichael, Esq., at Dilworth Paxon, in
Philadelphia, Pennsylvania, notes that ACOM is asking the Court to
enter judgment without even:

   -- affording the Rigas Defendants an opportunity to depose
      Robert J. DiBella, the witness called to summarize the
      prosecution's case at the end of the criminal trial;

   -- without examining the accountants, financial advisors and
      lawyers who advised on and participated in the accounting
      entries that Mr. DiBella relies upon; and

   -- examining the extent to which ACOM has an adequate remedy
      at law, precluding their resort to the equitable doctrines
      of unjust enrichment and constructive trust.

Despite the repeated scurrilous claims that ACOM made against the
Rigases, according to Mr. McMichael, the Rigases consistently have
been prevented from obtaining discovery that they believe would
materially undermine ACOM's claims.  In contrast, ACOM has
not only had over two years of unfettered access to all the
documents in its possession and to its employees, but has also had
access to mountain of information developed by the Government in
its investigation.

"Now, before any merits discovery at all has been conducted,
rather than provide such discovery and move the case forward in a
logical manner Adelphia simply seeks entry of judgment, jointly
and severally, against thirty separate individuals and entities,"
Mr. McMichael says.

Mr. McMichael asserts that discovery is required before the Court
can decide on ACOM's claim of unjust enrichment.  At the very
least, various nuances exist in proving an unjust enrichment claim
under the circumstances in this case which demand discovery before
the Court can further consider ACOM's request for summary
judgment.  In addition, before the Court grants ACOM the unique
equitable remedy of imposition of a constructive trust, there must
be consideration of all of the surrounding circumstances of
countless transactions that took place over a period of years.

"It is simply absurd to suggest that such a draconian result can
be achieved simply by filing a motion before the pleadings have
even closed," Mr. McMichael states.

Pursuant to Rule 56(f) of the Federal Rules of Civil Procedure,
the Rigases ask the Court for permission to conduct discovery
prior to submitting their opposition to ACOM's Summary Judgment
Motion.

Mr. McMichael explains that discovery will demonstrate that, when
the ACOM and Rigas Defendant co-borrowers entered into the co-
borrowing agreements, they created an implied-in-fact agreement
with respect to who was primarily responsible for repayment of the
co-borrowing debt to the banks and defining the rights as between
ACOM and the Rigas Defendant co-borrowers.  Such an agreement
would preclude ACOM's unjust enrichment claim.

Discovery, Mr. McMichael continues, will also reveal that the
parties agreed that if co-borrowed funds were used by or for the
benefit of Rigas Defendants, the Rigas Defendant co-borrowers
would be primarily responsible to the banks for repayment of those
funds, regardless of whether the funds were drawn down and placed
into an ACOM or Rigas Defendant account in the first instance.  In
turn, ACOM would be a guarantor of that debt if the Rigas
Defendants did not repay the debt to the banks when it became due
and would have only contribution rights against the Rigas
Defendants if ACOM ever repaid debt primarily owed by the Rigas
Defendants.  The same practices would be true with respect
to co-borrowed funds ACOM used.

The Rigas Defendants believe that the testimony of ACOM accounting
personnel will explain how co-borrowed funds were tracked in the
accounting system as to each co-borrower.

The Rigas Defendants also seek to demonstrate that the May 2002
Assumption Agreements were utilized to spell out the co-borrowed
funds for which each Rigas and ACOM co-borrower is primarily
liable and the parties' respective obligations.  Mr. McMichael
tells Judge Gerber that individuals with knowledge of the
Assumption Agreements include representatives of Buchanan
Ingersoll, P.C. and Adelphia representatives like Randall Fisher,
former general counsel of Adelphia, who is a signatory to those
Agreements.

"Adelphia claims that the Rigas Defendants wrongfully benefited
from the structure of the CMS and the co-borrowing agreements.
Discovery is needed to refute Adelphia's claims and, indeed, show
that Adelphia actually enjoyed a benefit from the transactions at
issue," Mr. McMichael maintains.

Mr. McMichael further asserts that discovery will concretely
establish that ACOM benefited from:

   (1) the CMS;

   (2) the co-borrowing agreements;

   (3) the Rigas Defendants' purchases of Adelphia securities;
       and

   (4) the Rigas Defendants' acquisition of private cable
       systems.

The Rigas Defendants believe that the Independent Board of
Directors of Adelphia will provide testimony supporting each of
these assertions, including testimony acknowledging that they were
aware of and approved of each and every transaction as being in
ACOM's best interests.  The Rigas Defendants also believe that
testimony from representatives of Deloitte & Touche will confirm
the Independent Directors' knowledge and approval of these
transactions, as well as the Rigas Defendants' contention that
ACOM derived a benefit from the transactions.  Discovery of ACOM
accounting personnel is also needed to determine the extent to
which ACOM benefited from these processes and transactions.

            ACOM Opposes Additional Discovery Request

The Rigases "falsely claim that they had no discovery," Philip C.
Korologos, Esq., at Boies Schiller & Flexner, LLP, in Armonk, New
York, states.  The Rigases have received, and spent, millions of
dollars reviewing millions and millions of pages of evidence and
tens of thousands of pages of witness statements and testimony.

Mr. Korologos informs the Court that the Rigases have at least
received:

   -- millions of ACOM documents that ACOM has also produced
      to the government;

   -- gigabytes of electronic documents and data including
      several imaged hard drives, e-mails and electronic access
      to ACOM's general ledger;

   -- the 411-page, single-spaced Summary of Investigation
      prepared by Covington & Burling for the Special Committee
      of Adelphia's Board of Directors and the related appendices
      and its more than 450 exhibits;

   -- the more than 100 witness interview memoranda created
      during the Covington & Burling Investigation;

   -- transcripts from 57 days of testimony by 22 witnesses in
      the proceeding United States v. Rigas;

   -- thousands of government exhibits representing the documents
      identified as central to the Rigases' conduct in the
      Criminal Proceedings;

   -- more than one million pages of documents from the files of
      Buchanan Ingersoll, Adelphia's former outside counsel;

   -- Deloitte & Touche's entire document production to the
      Securities and Exchange Commission; and

   -- all of the Board minutes and related materials that were in
      ACOM's files.

Since the Rigases have more than sufficient evidence at their
disposal to try to mount a defense to summary judgment, Mr.
Korologos asserts that no additional discovery is necessary or
appropriate.

Mr. Korologos also points out that the purported facts that the
Rigases seek to adduce through additional discovery will not and
cannot alter the clear and undisputed facts that establish a clear
basis for summary judgment.

Moreover, the Rigases have not even satisfied their burden of
identifying with specificity the discovery that they require on
ACOM's constructive trust claim and how it may relate to any
material issues.  Regardless, identifying with particularity the
property and other assets that would be subject to imposition of a
constructive trust is, at this stage, unnecessary.

Accordingly, ACOM asks the Court to promptly establish an argument
date at which the Rigases must put forward affidavits and
arguments as to why summary judgment should not be granted.

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


AIR CANADA: Appoints Four Senior Executives
-------------------------------------------
ACE Aviation Holdings Inc. and Air Canada reported the senior
executive appointments, effective immediately.

Sydney Isaacs, is named to the position of Senior Vice President,
Corporate Development and Chief Legal Officer, ACE Aviation
Holdings Inc.  Mr. Isaacs joined Air Canada in 2000 initially in a
business development capacity and subsequently as Senior Director,
Mergers and Acquisitions and most recently as Senior Director,
Restructuring.  He was previously a partner at Stikeman Elliott.  
Isaacs holds law degrees from the London School of Economics and
McGill University in Montreal.

David J. Shapiro, presently Assistant General Counsel, moves to
the position of Vice President and General Counsel, Air Canada,
replacing John Baker who has left the Company.  Prior to his
joining Air Canada's Legal Branch in 1997, Mr. Shapiro was a
senior associate at Davies, Ward, Phillips & Vineberg.  Mr.
Shapiro holds degrees from Harvard Law School, Osgoode Hall Law
School, the University of Montreal, and McGill University.

Johanne Drapeau, is appointed Corporate Secretary, ACE Aviation
Holdings Inc. and Air Canada.  Mrs. Drapeau has been Deputy
Secretary of the Corporation since 2001.  Since joining Air Canada
in 1981, she has held various positions in the legal branch in
commercial law including the position of General Attorney.  Mrs.
Drapeau holds a law degree from the University of Montreal.  She
replaces Paul Letourneau, Air Canada Vice President and Corporate
Secretary who has elected to retire after 25 years with Air
Canada.

Jack McLean, is appointed Controller, ACE Aviation Holdings Inc.
and Air Canada.  Mr. McLean has held a wide variety of finance
positions both in Montreal and Winnipeg since joining Air Canada
in 1981.  Prior to being named Controller, Mr. McLean was General
Manager, Finance responsible for all accounting and financial
reporting functions at Air Canada.  Mr. McLean holds a CGA
designation from the Certified General Accountants Association of
Manitoba.

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

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


ATA AIRLINES: Committee Wants to Retain Akin Gump as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in ATA
Airlines' chapter 11 cases asks the United States Bankruptcy Court
for the Southern District of Indiana for permission to retain the
services of Akin Gump Strauss Hauer & Feld, LLP, as bankruptcy
counsel.

According to Lee P. Crockett, a representative of John Hancock
Funds, the Creditors Committee selected Akin Gump because of the
Firm's extensive knowledge and expertise in the areas of law
relevant to the ATA Airlines and its debtor-affiliates' cases.  
Moreover, Akin Gump has had considerable experience in
representing unsecured creditors' committees in significant
Chapter 11 reorganization cases.

Akin Gump will:

   (a) advise the Committee with respect to its rights, duties
       and powers in these cases;

   (b) assist and advise the Committee in its consultations with
       the Debtors relative to the administration of these cases;

   (c) assist the Committee in analyzing the claims of the
       Debtors' creditors and the Debtors' capital structure, and
       in negotiating with holders of claims and equity
       interests;

   (d) assist the Committee in its investigation of the acts,
       conduct, assets liabilities and financial condition of the
       Debtors and of the operation of the Debtors' businesses;

   (e) assist the Committee in its analysis of, and negotiations
       with, the Debtors or any third party concerning matters
       related to, among other things, the assumption or
       rejection of certain leases of non-residential real
       property and executory contracts, asset dispositions,
       financing of other transactions and the terms of a plan of
       reorganization for the Debtors and accompanying disclosure  
       statement and related plan documents;

   (f) assist and advise the Committee as to its communications  
       to the general creditor body regarding significant matters
       in these cases;

   (g) represent the Committee at all hearings and other
       proceedings;
    
   (h) review and analyze applications, orders, statements of
       operations and schedules filed with the Court and advise
       the Committee as to their propriety;

   (i) advise and assist the Committee with respect to any
       legislative or governmental activities, including, if
       requested by the Committee, to perform lobbying activities
       on behalf of the Committee;

   (j) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the  
       Committee's interests and objectives;

   (k) prepare, on behalf of the Committee, any pleadings,
       including without limitation, motions, memoranda,
       complaints, adversary complaints objections or comments in
       connection with any pleadings;

   (l) investigate and analyze any claims against the Debtors'
       non-debtor affiliates; and

   (m) perform other legal services as may be required or
       are otherwise deemed to be in the interests of the
       Committee.

Akin Gump professionals that will primarily represent the
Creditors Committee and their hourly rates are:

         Professional           Position     Hourly Fees
         ------------           --------     -----------
         Daniel H. Golden       Partner         $775
         Lisa G. Beckerman      Partner          675
         John S. Strickland     Partner          600
         David H. Botter        Partner          550
         Angela Ferrante        Associate        425
         Noelle Ortega          Associate        275

Mr. Crocket informs Judge Lorch that the Creditors Committee may
seek the services of other professionals at Akin Gump whenever
necessary.  The charges of these professionals are subject to
periodic adjustments to reflect economic and other conditions.  
The Firm's legal fees and related costs and expenses incurred will
be treated as administrative expenses of the Debtors' estates.

Daniel H. Golden, a member of Akin Gump, assures the Court that
the Firm does not represent any interest materially adverse to the
Creditors Committee and the Debtors' estate.  However, Mr. Golden
discloses that the Firm has in the past represented or may
currently represent certain of the Debtors, the Debtors'
creditors, equity holders, affiliates other parties-in-interest on
matters wholly unrelated to the Debtors' Chapter 11 cases:

   (a) Debtors -- American Trans Air Execujet, Inc.

   (b) Law firms:
       
       * Paul, Hastings, Janofsky & Walker, LLP,
       * Unisys/Paul Roberts, and
       * Baker & Daniels

   (c) Debtors' Professionals -- Troutman Sanders

   (d) Largest Unsecured Creditors:

       * Airport Terminal Services,
       * Boeing,
       * City of Los Angeles,
       * Bank of America,
       * Citibank, N.A.,
       * Ernst & Young, LLP,
       * AON Risk Services,
       * Federal Express Corporation,
       * Hamilton Sundstrand,
       * City of Chicago,
       * Goodyear Tire & Rubber Co., and
       * Honeywell

   (e) Members of the Committee:

       * Wells Fargo Bank, N.A.,
       * Loeb Partners,
       * Goodrich Corporation, and
       * Airport Terminal Services

   (f) Interested parties:

       * American Express Corporation
       * State of Indiana
       * International Service Finance Corp.
       * Rolls Royce North America

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)


BIOGEN IDEC: S&P Places BB+ Ratings on CreditWatch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit and senior unsecured debt ratings on pharmaceutical maker
Biogen Idec Inc. on CreditWatch with positive implications
following the U.S. Food and Drug Administration's approval of the
company's new multiple sclerosis treatment.  The drug, until now
known as Antegren, has been renamed Tysabri.

The drug was co-developed with specialty pharmaceutical maker Elan
Corp. PLC. It is the first monoclonal antibody designed to treat
multiple sclerosis -- MS, and it appears to have a better
effectiveness/side effect profile than current leading treatments.  
The market for MS treatments is estimated to be $4 billion a year.  
Another Biogen Idec MS treatment, Avonex, is currently the segment
leader, with roughly more than $1.3 billion in annual sales.
Tysabri provides Biogen Idec with a major growth opportunity, as
it would likely further expand the company's position in the
market.

In the meantime, Biogen Idec continues to receive royalties on the
growing sales of its non-Hodgkin's lymphoma treatment Rituxan,
marketed by Genentech Inc., and maintains a conservative financial
profile, with more than $2.1 billion of cash and marketable
investments at Sept. 30, 2004.

"Standard & Poor's will take into account Biogen Idec's improving
product prospects in evaluating the potential for an upgrade of
the company," said Standard & Poor's credit analyst Arthur Wong.


BGF INDUSTRIES: Moody's Lifts Senior Implied Rating to Caa2
-----------------------------------------------------------
Moody's Investors Service raised BGF Industries' senior implied
rating to Caa2 from Ca and issuer rating to Caa3 from Ca.  The
rating outlook was revised to stable from negative.  These actions
reflect the improvement in the company's overall operating
performance, including strengthened sales generation coupled with
a gradual widening of margins and improved credit metrics.  While
the company's performance to date is reflected in this ratings
action, ongoing concerns relating to company and industry dynamics
will be closely monitored over the next few quarters.  The senior
subordinated notes' rating remains at Ca.

Moody's took these rating actions:

   * Senior implied rating raised to Caa2 from Ca;

   * Senior unsecured issuer rating raised to Caa3 from Ca; and

   * $87.9 million 10.25% senior subordinated notes' rating
     affirmed at Ca;

The rating action reflects BGF's improved operating performance
since the February 2003 ratings downgrade.  In particular, the
company has generated moderate top line growth (from
$128.1 million to $149.6 million, comparing March 2003 TTM to
September 2004 TTM) from a more healthy and diverse array of end
markets.  Through the benefits of operating leverage and
restructuring initiatives, the company has realized meaningful
improvements in operating profitability.  As a result, the company
possesses improved credit metrics, albeit still at a highly
leveraged level consisting of total debt to trailing twelve months
Adjusted EBITDA of 4.8x (rent adjusted total debt multiple of
5.0x) and fixed charge coverage (Adjusted EBIT to interest
expense) of 1.3x.  Operating under the tightly controlled capital
expenditure restrictions of its revolving credit agreement, the
company has successfully reconfigured existing as well as
developed new fabric offerings that have gained acceptance into
such previously untapped end markets as the automotive and
ballistic protection industries.  Further, Moody's believes that
the company will leverage these initial market entry positions to
widen its product reach beyond the historical end markets of
electronics and aerospace.  All this has been attained within an
industry that has demonstrated fairly rational competitive
behavior, with limited pricing pressures pursued as a means to
bolster historically weak utilization levels.  While the company
is expected to generate modest positive free cash flow during the
next several quarters, liquidity (revolver access) is expected to
remain sufficient to fund operational shortfalls and service debt
obligations.

The improved ratings incorporate certain company specific and
industry wide risks.  Most prominently, it reflects the weak
liquidity ($12,000 in cash at September 30, 2004, expected to grow
modestly) and the company's ongoing reliance on the revolving
credit facility to fund operations.

Moreover, the company's environmental exposure at two
manufacturing facilities presents the potential for material near
term negative cash flow events ($2.7 million reserve as of
September 30, 2004).

Finally, the ratings reflect continued demand volatilities within
the longstanding aerospace and electronics segments as well as
uncertainty concerning the company's ability to sustain initial
solid sales levels generated from the aforementioned new end
markets.

BGF's senior subordinated notes rating of Ca continues to reflect
the effective subordination of these obligations to the secured
credit facility as well as the implied higher risk position
assumed in terms of relative recovery under a default scenario.   
This potential for higher expected loss accounts for the senior
secured debt claims, as well as the very modest improvement in
enterprise value and asset coverage since the February 2003
downgrade.

The ratings may encounter near term downward pressure from
weakened operating performance, reflecting some combination of
unsustainable recent sales growth, narrowed margins, recurring
cash flow burn and uncertain continued access to the revolving
credit facility.  Conversely, the ratings may encounter upward
pressure through some combination of:

     (i) continued healthy sales growth and margin expansion,
         bolstered by sustained sales growth trends to such new
         end markets, ongoing restructuring benefits to margin
         levels, profitability enhancement and recurring positive
         free cash flow generation; and

    (ii) the opportunity to rationally pursue more substantive
         growth opportunities as more flexible capital spend
         restrictions are extended by the senior secured debt
         capital providers.

BGF Industries, Inc., headquartered in Greensboro, North Carolina,
is the second largest manufacturer of woven and non-woven glass
fiber fabrics in North America as well as a leading producer of
other high performance fabrics.  For the last twelve months ended
September 30, 2004, the company generated Adjusted EBITDA of
$21.6 million from net sales of $149.6 million.


BRODER BROS: Closes $50 Million Financing via Private Placement
---------------------------------------------------------------
Broder Bros., Co., closed the financing of $50 million aggregate
principal amount of its 11-1/4% senior unsecured notes due 2010.

The Notes were sold in a private placement to qualified
institutional buyers under Rule 144A and to persons outside the
United States under Regulation S, each as promulgated under the
Securities Act of 1933.  In connection with the transaction,
Broder agreed to file a registration statement with the Securities
and Exchange Commission relating to an offer to exchange the Notes
for publicly tradable notes with substantially identical terms.  
Upon completion of such exchange offer, the Notes will be
identical in all respects to Broder's outstanding $175 million
aggregate principal amount of 11-1/4% senior notes that have been
registered with the SEC.

The Notes were issued at a price of 103%, generating cash
proceeds, net of transaction fees, of approximately $49 million.  
The cash proceeds were used to pay down a portion of the
outstanding debt under Broder's revolving credit facility.  "We
took advantage of favorable market conditions to build added
flexibility into our capital structure," commented David
Hollister, Chief Financial Officer of Broder Bros., Co.  "The
additional liquidity provided by the transaction complements our
current business strategy and positions us well for future
growth."

The transaction closed on Nov. 23, 2004.  Transaction advisors
included UBS Securities LLC and Bain Capital.

                     About Broder Bros., Co.

Broder Bros., Co. owns and operates three leading brands in the
imprintable sportswear industry: "Broder," "Alpha," and "NES."
Through these three long-standing and well-recognized industry
leaders, the Company operates 17 distribution centers, after
giving effect to planned closings, strategically located
throughout the United States, with the capability to ship over 80%
of the U.S. population in one day and 98% of the U.S. population
in two days. The imprintable sportswear industry is characterized
by a highly fragmented customer base comprised primarily of
regional and local decorators who, primarily because of their
size, do not generally purchase directly from manufacturers. The
Company provides the resources to handle small orders, while
offering broad selection, extensive inventory and rapid delivery.
The Company's customers are decorators who decorate the blank
products it supplies and then in turn sell to a wide variety of
end-use consumers.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2004,
Moody's Investors Service assigned a B3 rating to Broder Bros.,
Co.'s proposed $50 million Add-On issue of 11-1/4 % guaranteed
senior unsecured notes due 2010 and affirmed the company's
existing ratings.  Ratings outlook stable.


CASCADES INC: Completes Sale of $125 Million Senior Notes
---------------------------------------------------------
Cascades Inc. (CAS-TSX) completed the sale of US$125 million of
its 7-1/4% Senior Notes due in 2013 in a private placement to
institutional investors at a price of 105.5%.  The net proceeds
will be approximately US$131 million representing an effective
rate of 6.38 %.  The notes are unsecured obligations of Cascades
and are guaranteed by certain of Cascades' Canadian and U.S.
subsidiaries.

The proceeds of this sale will be used to reduce indebtedness
under Cascades' revolving credit facility.

Cascades Inc. manufactures packaging products, tissue paper and
specialized fine papers.  Internationally, Cascades employs 15,400
people and operates close to 150 modern and versatile operating
units located in Canada, the United States, France, England,
Germany and Sweden.  Cascades recycles more than two million tons
of paper and board annually, supplying the majority of its fibre
requirements.  Leading edge de-inking technology, sustained
research and development, and 40 years in recycling are all
distinctive strengths that enable Cascades to manufacture
innovative value-added products.  Cascades' common shares are
traded on the Toronto Stock Exchange under the ticker symbol CAS.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2004,
Moody's Investors Service downgraded Cascades Inc.'s senior
implied rating to Ba2.  The ratings were also downgraded on
Cascades Inc.'s secured revolver, to Ba1 from Baa3, and on its
senior unsecured notes, to Ba3 from Ba1.


CASCADES INC: Moody's Places Ba3 Rating on $125M Sr. Unsec. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Cascades Inc.'s
$125 million senior unsecured notes due 2013, and affirmed all
other ratings.  The rating outlook is stable.

This rating was assigned:

   * US$125 million senior unsecured notes due 2013, Ba3

These ratings were affirmed.

   * US$550 million 7.25% senior unsecured notes due 2013, Ba3

   * C$500 million guaranteed senior secured revolver due 2007,
     Ba1

   * Senior implied rating, Ba2

   * Issuer rating, B1

Cascades' Ba2 senior implied rating reflects high financial
leverage as well as the company's exposure to the stronger
Canadian dollar, to cyclical pricing, particularly in the
containerboard, boxboard, and paper segments, and to volatile raw
material costs, including recycled fibers, energy, and chemicals.
Moody's notes that increases in recycled fiber and other input
prices have historically been passed through to consumers over a
cycle.  However, with the significantly increased purchase of
recycled containers by China, without a concurrent increase in
consumer demand in Cascades' end-markets, it is questionable
whether the historic trend of cost pass-through will continue.

The rating also considers Cascades' solid market share in its
packaging and tissue products businesses and, through its 50%
interest in Norampac (Ba2), in the Canadian containerboard
segment.  

The rating also considers the relatively stable earnings and cash
flow from the company's tissue business, which comprises
approximately 18% of consolidated revenue and 27% of EBITDA, and
the improvement in cash flow from recent business acquisitions.

Moody's notes that approximately 29% of Cascades' consolidated
EBITDA is derived from its interest in Norampac.

The stable outlook assumes a continued improvement in operating
performance, and that the proceeds from anticipated asset sales
(the distribution and fine papers businesses) will be applied to
debt reduction.  The rating could be lowered or the outlook
changed to negative if the company suffers further erosion in its
operating earnings and cash flow, if it fails to de-lever as it
has indicated it intends to do, or if it undertakes additional
debt financed acquisitions.  The ratings could be raised if the
company's consolidated debt protection measurements return on a
sustained basis to previous levels, when, during the 2000 to 2002
period, EBIT/interest and debt/EBITDA averaged 3.1x and 2.9x
respectively.

Cascades' principal operations are located in Canada, the U.S. and
Europe, with consolidated sales (including the company's 50%
interest in Norampac, which is proportionately consolidated) to
Canada (45%), the U.S. (40%), and Europe/others (15%).  Cascades'
boxboard segment comprises approximately 33% of consolidated
revenue and 28% of EBITDA, its share of Norampac's containerboard
business comprises 17% and 29% of revenue and EBITDA respectively,
specialty products, 14% and 16%, tissue papers 18% and 27%, fine
papers, 10% and (4%) and its distribution business, which serves
both tissues and fine papers, 13% and 4%.

Cascades Inc. is a Quebec-based packaging and paper company
producing boxboard, containerboard, packaging products, tissue and
fine papers.  Consolidated revenues in 2003 were C$3.2 billion.


CATHOLIC CHURCH: Wants More Time to Decide on Triple Net Lease
--------------------------------------------------------------
The Diocese of Tucson and the Catholic Foundation for the Diocese
of Tucson are parties to a Triple Net Lease dated June 20, 3003.  
Under the Lease, the Diocese leases non-residential real property
from the Catholic Foundation, specially the office building
located at 111 South Church Avenue, in Tucson, Arizona.

Susan G. Boswell, Esq., at Quarles & Brady Streich Lang, LLP, in
Tucson, Arizona, relates that Tucson's 60-day period during which
it must seek to assume the Lease has expired.  Although
significant progress has been made so far in the Reorganization
case, representatives for important creditor constituencies -- the
Tort Creditors Committee, Committee Counsel, the Unknown Claims
Representative, and the Guardian Ad Litem for minors who are Tort
Claimants -- have only recently been appointed.

At this early stage where Tucson and the newly appointed creditor
representatives are exchanging information and working toward
negotiating a consensual plan of reorganization, Ms. Boswell tells
Judge Marlar that seeking to assume the Lease would only invite
unnecessary objections and unfounded litigation.

The parties, therefore, have agreed to extend the deadline by
which the Debtors must decide whether to assume or reject the
Lease for 90 more days, to February 19, 2005.

The parties ask the U.S. Bankruptcy Court for the District of
Arizona to extend Tucson's Lease Decision Period until
February 19, 2005.

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)


CENTER FOR DIAGNOSTIC: Moody's Rates $95M Sr. Sec. Facilities B2
----------------------------------------------------------------
Moody's Investors Service assigned a rating of B2 to Center for
Diagnostic Imaging, Inc.'s $95 million senior secured bank credit
facilities comprised of a $20 million senior secured revolving
credit facility and a $75 million senior secured term loan.  In
addition, Moody's assigned a senior implied rating of B2 and a
senior unsecured issuer rating of B3.  The outlook for the ratings
is stable.  The rating action follows the announcement by the
company that the new credit facilities along with $75.9 million of
common equity contributed by Onex Partners LP and $14.1 million of
roll over equity contributed by certain existing shareholders,
including management shareholders, of CDI will be used to fund the
purchase of CDI from its current shareholders.

Ratings assigned:

   * $20 million senior secured revolving credit facility due
     2009, rated B2

   * $75 million senior secured term loan due 2010, rated B2

   * B2 senior implied rating

   * B3 senior unsecured issuer rating

The outlook for the ratings is stable.

The ratings reflect:

    (1) CDI's limited geographic diversity resulting in revenue
        and cash flow concentration in Minnesota and the Midwest;

    (2) Moody's concern about the sustainability of reimbursement
        levels specifically from managed care payors;

    (3) Moody's concern that the significant increase in
        diagnostic imaging procedures may result in future
        reductions for payment of these services;

    (4) the significant amount of leverage being considered in the
        transaction resulting in weaker cash flows;

    (5) the fact that the company has not operated in a leveraged
        environment in the past;

    (6) the short track record of operations for the larger
        majority of the company's recently opened facilities;

    (7) the competitive nature of the imaging industry
        characterized by regional and national companies as well
        as individual and group physician practices with access to
        reasonable equipment financing;

    (8) an adequate liquidity position with approximately
        $12 million of cash and access to a $20 million revolving
        credit facility during a period of anticipated rapid
        growth for the company;

    (9) the company's past history of non-compliance with terms of
        its credit agreements;

   (10) increasing capital expenditures used for replacement and
        growth causing weaker free cash flows; and

   (11) the potential for operational or financial disruption
        caused by a new majority owner upon completion of the
        proposed transaction.

The ratings also reflect:

    (1) the company's leading market position in its first and
        primary markets of Minneapolis/St Paul;

    (2) the relatively conservative capitalization of the company,
        including significant equity contribution, post LBO;

    (3) the compelling industry trends resulting in an increased
        number of diagnostic imaging procedures and the benefits
        these procedures provide to patient care;

    (4) CDI's history of profitable operations and healthy cash
        flow generation;

    (5) the partnership model that CDI employs in its facilities
        to effectively align the interests of management and
        physician partners;

    (6) a good track record of same center growth in revenue and
        cash flow; and

    (7) a good base of equipment with an average age of three
        years and the majority of equipment installed in the last
        five years.

Moody's is concerned about the amount of capital we project will
be expended by CDI for both maintenance and growth of new and
existing facilities and machines.  Additionally, Moody's is
concerned that CDI lacks the contractual obligation to repay
significant portions of debt outstanding in the first several
years under the new credit facilities, but will rather use cash
flow to reinvest in the business, in our view.  Therefore, Moody's
feels the ratings would come under pressure if CDI were to incur
additional indebtedness for expansion projects.  However, in the
medium term (12 to 18 months), if the company shows the
willingness and ability to repay debt, and not to just deleverage
through cash flow growth, Moody's would likely upgrade the rating.

Moody's is also concerned about potential changes to reimbursement
for diagnostic imaging procedures.  Specifically, with the
significant growth in number of diagnostic imaging procedures, we
are concerned that pricing pressure may arise in the industry.  
Therefore, the ratings would come under pressure if CDI begins to
show margin deterioration as a result of pricing pressure.  
However, any margin pressure would need to be coupled with a lack
of debt repayment to cause a ratings downgrade.

Pro forma for the proposed transaction and giving effect to the
new credit facilities, CDI will have cash flow coverage of debt
that is strong for the B2 category.  For the twelve months ending
September 30, 2004, CDI's projected operating cash flow to debt is
expected to be approximately 18%.  Projected free cash flow to
debt is expected to be approximately 7% for the twelve months
ending September 30, 2004.  Moody's projects that cash flow
coverage of debt for the twelve months ended December 31, 2005,
will remain strong, in the 18-20% range.  However, Moody's is
concerned that projected free cash flow to debt will be weaker
than 7% for the twelve months ending December 31, 2005, which
would put pressure on the rating.  If CDI maintains free cash flow
coverage of debt in the 7% to 10% range for the twelve months
ended December 31, 2005, the ratings would likely be upgraded.

Coverage metrics for CDI pro forma for the twelve months ended
September 30, 2004, will be moderate.  EBIT coverage of interest
would have been 3.0 times pro forma for the twelve months ended
September 30, 2004 while EBITDA less capital expenditures to
interest would have been 2.4 times for the twelve months ended
September 30, 2004.  Total debt to total book capitalization pro
forma for the transaction for the twelve months ended September
30, 2004 would have been approximately 60%.

Following the issuance of the senior secured credit facilities and
pro forma for the transaction for the twelve months ended
September 30, 2004, CDI's leverage is expected to be strong for
the B2 rating category.  Pro forma debt to EBITDA would have been
3.4 times for the twelve months ended September 30, 2004.  Pro
forma adjusted debt to EBITDAR would have been 4.1 times for the
twelve months ended September 30, 2004.  Interest coverage for the
B2 category would also be strong.  Pro forma EBITDA to interest
expense is expected to be 4.9 times for the twelve months ended
September 30, 2004.

Moody's has deducted minority interest from EBITDA for purposes of
these calculations.  Moody's notes that the use of EBITDA and
related EBITDA ratios as a single measure of cash flow without
consideration of other factors can be misleading.

Moody's expects CDI to have adequate liquidity pro forma for the
transaction and incurrence of debt.  CDI will have approximately
$12 million of cash and the company will have access to a
$20 million revolving credit facility that will be unfunded at
closing.  Additionally, given adequate cash flow generation,
liquidity will improve for the company over time.

The senior secured debt rating is placed at the senior implied
rating as a result of the senior secured debt representing more
than 80% of total debt capitalization.  The senior unsecured
rating is notched one level below the senior implied rating
reflecting the unsecured nature of these obligations.  The ratings
are subject to Moody's review of final documentation for the
transaction.

Headquartered in Minneapolis, Minnesota, CDI provides diagnostic
imaging services through a network of 30 freestanding outpatient
imaging centers in 7 states.  The company's centers provide a full
range of imaging services including magnetic resonance imaging --
MRI, computed tomography -- CT, nuclear medicine, diagnostic and
therapeutic injection procedures -- DTI, positron emission
tomography -- PET, ultrasound, nuclear medicine, mammography,
fluoroscopy and conventional radiography.  For the twelve months
ended September 30, 2004 CDI generated revenues of approximately
$100 million.


CENTERPOINT ENERGY: To Redeem $375 Million of Preferred Securities
------------------------------------------------------------------
CenterPoint Energy, Inc. (NYSE: CNP) reported the planned
redemption of all $375 million aggregate liquidation amount of
7.20% Trust Originated Preferred Securities, Series C (NYSE:
CNPPrC) of its indirect wholly owned subsidiary, REI Trust I, on
Dec. 24, 2004.  The redemption price will be $25 per trust
preferred security plus accrued and unpaid distributions thereon
to the date of redemption.

                       About the Company

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a
domestic energy delivery company that includes electric
transmission and distribution, natural gas distribution and sales,
interstate pipeline and gathering operations, and more than 14,000
megawatts of power generation in Texas, of which approximately
2,500 megawatts are currently in mothball status.  The company
serves nearly five million metered customers primarily in
Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma, and Texas.
Assets total over $19 billion.  With more than 11,000 employees,
CenterPoint Energy and its predecessor companies have been in
business for more than 130 years.  For more information, visit the
Web site at http://www.CenterPointEnergy.com/

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2004,
Fitch Ratings affirmed the outstanding senior unsecured debt
obligations of CenterPoint Energy, Inc., at 'BBB-'.  Also affirmed
are outstanding ratings of CNP subsidiaries CenterPoint Energy
Houston Electric, LLC and CenterPoint Energy Resources Corp.  The
Rating Outlook for all three companies has been revised to Stable
from Negative.


CHESAPEAKE CORP: S&P Places B+ Rating on E100 Subordinated Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' subordinated
debt rating to Chesapeake Corp.'s E100 million subordinated notes
due 2014.  Proceeds will be used to refinance the company's
$85 million 7.2% notes due March 2005 and reduce outstanding
borrowings under the company's revolving credit facility.  At the
same time, Standard & Poor's affirmed all its existing ratings on
the Richmond, Virginia-based paperboard and plastic packaging
producer.  The outlook is stable.

"The ratings on Chesapeake reflect industry overcapacity, limited
product diversity, competitive pricing pressures, modest levels of
discretionary cash flow, and aggressive debt leverage," said
Standard & Poor's credit analyst Dominick D'Ascoli.  These factors
are partly offset by a leading position in European specialty
packaging markets, a value-added product mix, diverse and
relatively stable end-use markets, good customer diversity, and
some ability to pass on raw-material cost increases.

Chesapeake, with annual revenue of about $1 billion, competes in
the fragmented and highly competitive folding carton market.  The
company produces specialty paperboard packaging (about 84% of
sales) and plastic packaging products, with market niches in high-
end spirits, confectionery, tobacco, food, and household products
that are more stable than most commodity paper segments.  
Chesapeake also concentrates on higher-margin applications for the
pharmaceutical, health care, and cosmetics industries, where
packaging is an important feature, but a minor component of
overall product costs.


CLEARLY CANADIAN: Completes Secured Loan Arrangements from Global
-----------------------------------------------------------------
Clearly Canadian Beverage Corporation (TSX:CLV) (OTCBB:CCBC) has
completed arrangements for a twelve month secured loan from Global
Holdings Inc. of Toronto, Ontario.

The first tranche of Cdn$1,000,000 has been advanced to the
Company and the advance of the second tranche of Cdn$500,000 is
subject to the Company meeting certain property valuation
requirements.  The loan will bear interest at a rate of 12% per
annum compounded and payable monthly.  In connection with the
loan, the Company has issued 600,000 common shares to Global as a
bonus in connection with the first tranche of the loan and has
agreed to issue an additional 220,000 common shares for the second
tranche of the loan.

The net proceeds of the loan will be used to repay in full all
amounts remaining outstanding under the Company's previous bridge
loan from Quest Capital Corp. (approximately Cdn$677,000) and for
general working capital purposes.

At this time, the Company also intends to pursue additional
private financing to support the Company's operations and
relations with existing suppliers and vendors and to allow for
more aggressive marketing and sales activities for its beverage
products.

                           About Global
    
Global is a merchant bank which provides bridge loan services
(asset back/collateralized financing), to companies across many
industries such as oil & gas, mining, real estate, manufacturing,
retail, financial services, technology and biotechnology.  For
further information, please contact Jason G. Ewart at (416)
488-7760 or visit their website at
http://www.globalbridgeloans.com/

                     About Clearly Canadian

Based in Vancouver, B.C., Clearly Canadian Beverage Corporation --
http://www.clearly.ca/-- markets premium alternative beverages  
and products, including Clearly Canadian(R) sparkling flavoured
water, Clearly Canadian O+2(R) oxygen enhanced water beverage and
Tre Limone(R) which are distributed in the United States, Canada
and various other countries.

At September 30, 2004, Clearly Canadian's balance sheet showed a
$681,000 stockholders' deficit, compared to $1,125,000 in positive
equity at December 31, 2003.


COEUR D'ALENE: Closes Public Offering of 25 Million Common Shares
-----------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE) reported the closing
of its previously announced public offering of 25,000,000 shares
of common stock, which Coeur sold to the public at $4.50 per
share.  Coeur expects to receive net proceeds, after payment of
the underwriters' discount, of approximately $106.9 million prior
to any exercise of the over allotment option.

CIBC World Markets and JP Morgan acted as joint book-running
managers for the common stock offering, with Bear Stearns & Co.,
Inc. and Harris Nesbitt acting as co-managers.

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

                          *     *     *

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

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


COINMACH SERVICE: Completes Income Deposit Securities' IPO
----------------------------------------------------------
Coinmach Service Corp. (AMEX:DRY) has completed its initial public
offering of 18,333,333 Income Deposit Securities and an additional
$20.0 million aggregate principal amount of 11.0% senior secured
notes due 2024.  Each IDS represents one share of Class A common
stock and $6.14 principal amount of 11.0% senior secured notes due
2024.  In the aggregate, the IDSs represent 18,333,333 shares of
Class A common stock and $112.6 million aggregate principal amount
of 11.0% senior secured notes due 2024.

The net proceeds from the offerings are approximately  
$245.1 million, after deducting estimated expenses and
underwriting discounts and commissions.  The Company has granted
the IDS underwriters an option to purchase up to approximately
2,750,000 additional IDSs to cover over-allotments, if any.

Merrill Lynch & Co. has acted as sole book-running manager,
Citigroup and Jefferies & Company, Inc. as joint lead managers and
Deutsche Bank Securities, RBC Capital Markets and SunTrust
Robinson Humphrey as co-managers of the IDS and separate senior
secured notes offerings.

Copies of the prospectus relating to the offerings may be obtained
by contacting Merrill Lynch & Co., 4 World Financial Center, New
York, NY 10080.

                        About the Company

The Company, through its operating subsidiaries, is the leading
supplier of outsourced laundry equipment services for multi-family
housing properties in North America. The Company's core business
involves leasing laundry rooms from building owners and property
management companies, installing and servicing laundry equipment,
collecting revenues generated from laundry machines, and operating
retail laundromats.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2004,
oody's Investors Service assigned a Caa1 rating to Coinmach
Service Corp.'s proposed offering of $275 million of Income
Depository Securities -- IDSs -- and $20 million of guaranteed
senior secured notes, which are part of a recapitalization and
initial public offering of the company. Moody's also lowered the
ratings on Coinmach Corp.'s bank credit facility to B2 from B1 and
9% guaranteed global notes to B3 from B2. The outlook is stable.
Moody's also took these rating actions;

Ratings assigned:

   * Coinmach Service Corp.

      -- Senior implied rated B2

      -- Senior unsecured issuer rating rated Caa2

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

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

Ratings downgraded:

   * Coinmach Corp.

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

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

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

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

Ratings withdrawn:

   * Coinmach Corp.

      -- Senior implied rated B1
      -- Senior unsecured issuer rating rated B2


CONGOLEUM CORP: Wants DIP Financing Facility Extended to June 30
----------------------------------------------------------------
Congoleum Corporation asks the United States Bankruptcy Court for
the District of New Jersey for permission to amend the documents
under which the Company obtains debtor-in-possession financing
from Congress Financial Corporation.

The Amendments will:

        (i) amend the current budget;

       (ii) extend the term of the existing debtor-in-possession
            financing facility from Dec. 31, 2004 to June 30,
            2005;

      (iii) place new limitations on capital expenditures;
            and

       (iv) provide a new minimum EBITDA covenant.

Congoleum will pay Congress a $150,000 amendment fee.

The existing debtor-in-possession financing facility provides a
one-year revolving credit facility with borrowings up to
$30 million at an interest rate of 0.75% over prime.  The facility
contains minimum tangible net worth and earnings covenants, limits
expenditures and restricts the company's ability to incur other
debt.  The covenants and conditions under the facility must be met
in order for the Company to borrow under the facility.  Borrowings
under the facility are collateralized by inventory and
receivables.  

The Company anticipates that its debtor-in-possession financing
facility will be replaced with a revolving credit facility on
substantially similar terms upon confirmation of its plan of
reorganization.  

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoluem.com/-- manufactures and sells resilient  
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524).  Domenic Pacitti, Esq., at Saul Ewing, LLP, represents
the Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed $187,126,000 in
total assets and $205,940,000 in total debts.

At Sept. 30, 2004, Congoleum Corp.'s balance sheet showed a
$23,148,000 stockholders' deficit, compared to a $25,777,000
deficit at Dec. 31, 2003.

As reported in the Troubled Company Reporter on Nov. 9, 2004,
Congoleum Corporation has filed a modified plan of reorganization
and related documents with the Bankruptcy Court.  The plan has the
support of the Asbestos Creditors' Committee, the Future Claimants
representative and other asbestos claimant representatives.  A
hearing to consider approval of the disclosure statement and plan
voting procedures is scheduled for Dec. 9, 2004.


CRITICAL HOME CARE: Cash Flow Problems Prompt Going Concern Doubt
-----------------------------------------------------------------
Critical Home Care Inc.'s consolidated financial statements for
2003 prepared by Marcum and Kliegman LLP of New York, New York,
dated January 23, 2004, contained a qualified opinion stating: "As
shown in the consolidated financial statements, the Company had an
accumulated deficit of $7,951,000 and a working capital deficiency
of $891,000.  The Company also realized a net loss of $4,012,000
for the year ended September 30, 2003.  The Company's recurring
losses from operations and its difficulty in generating sufficient
cash flow to meet its obligations and sustain its operations raise
substantial doubt about its ability to continue as a going
concern."  

The Company's Board of Directors and Audit Committee adopted
resolutions on June 22, 2004 dismissing Marcum & Kliegman LLP, as
the Company's independent accountant.

                     Reportable Conditions

In connection with the completion of its audit of the Company's
consolidated financial statements for the six months ended
March 31, 2004, the Company's independent auditors, BDO Seidman,
LLP, communicated to the Company's Audit Committee that the
Company's internal controls and operation were considered to be
"reportable conditions", as defined under standards established by
the American Institute of Certified Public Accountants.

The inventory system at the Company's New York locations does not
adequately account for the inventory cost and movement and the
identification of obsolete items on a timely basis.  In addition,
BDO has advised the Company that it considers the matter, to be a
"material weakness" that, by itself or in combination with any
other factor, may result in a more than remote likelihood that a
material misstatement in the Company's financial statements will
not be prevented or detected by the Company's employees in the
normal course of performing their assigned functions.

As required by SEC Rules 13a-15(e) and 15d-15(e), the Company
carried out an evaluation, under the supervision and with the
participation of its management, including its present Chief
Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's
disclosure controls and procedures as of March 31, 2004.

The Company's Chief Executive Officer and Chief Financial Officer
determined that the deficiency identified by BDO caused the
Company's disclosure controls and procedures not to be effective
at a reasonable assurance level.  However the CEO and CFO noted
that the Company is actively seeking to remedy the deficiency and
did not note any other material weakness or significant
deficiencies in the Company's disclosure controls and procedures
during their evaluation.

The Company indicates that it continues to improve and refine its
internal controls.

Reportable conditions are matters coming to the attention of the
independent auditors that, in their judgment, relate to
significant deficiencies in the design or operation of internal
controls and could adversely affect the Company's ability to
record, process, summarize and report financial data consistent
with the assertions of management in the financial statements.

Critical Home Care, Inc., and subsidiaries is incorporated in
Nevada and based in Long Island, New York.  The Company markets,
rents and sells surgical supplies, orthotic and prosthetic
products and durable medical equipment, such as wheelchairs and
hospital beds.  The Company also provides oxygen and other
respiratory therapy services and equipment and operates in four
retail outlets in the New York metropolitan area.  Clients and
patients are primarily individuals residing at home.  The
Company's equipment and supplies are readily available in the
marketplace and the Company is not dependent on a single supplier.
Reimbursement and payor sources include Medicare, Medicaid,
insurance companies, managed care groups, Health Maintenance
Organizations -- HMO's, Preferred Provider Organizations -- PPO's
-- and private pay.


DELTA AIR: Achieves Cost Savings Under Aircraft Concession Program
------------------------------------------------------------------
Delta Air Lines (NYSE: DAL) provided an update on certain
financial transactions, which are important elements of its
transformation plan.

Delta's transformation plan includes cost savings under its
aircraft leases and aircraft financing transactions.  On
Nov. 24, 2004, Delta entered into definitive agreements with
aircraft lessors and lenders under which the company expects to
receive average annual concessions of approximately $57 million
between 2005 and 2009.  In exchange for these concessions, the
company issued approximately 4,350,000 shares of its common stock.  
These shares were issued without registration in reliance on
Section 4(2) of the Securities Act of 1933.

                     Completion of Transaction
                with Holders of 7.7% Notes Due 2005

Also on Nov. 24, 2004, Delta completed a transaction under which
the holders of approximately $97 million principal amount of the
company's unsecured 7.7% Notes due 2005 exchanged those notes for:

     (1) a like principal amount of newly issued unsecured 8.0%
         Notes due 2007; and

     (2) a total of 3,921,268 shares of company common stock.

These securities were issued without registration in reliance on
Section 4(2) of the Securities Act of 1933.

Delta expects that the holders of an additional approximately
$38 million principal amount of 7.7% Notes due 2005 will exchange
those notes, in the near term pursuant to existing agreements, for

     (1) a like principal amount of newly issued 8.0% Notes due
         2007; and

     (2) a total of 1,566,786 shares of common stock.

                   Completion of Exchange Offer
                  for Short-Term Debt Securities

As previously announced, Delta completed an exchange offer under
which holders of approximately $235 million aggregate principal
amount of enhanced pass through certificates due in 2005 and 2006
exchanged those securities for a like principal amount of newly
issued 9.5% Senior Secured Notes due 2008 -- New Notes.  The
exchange offer was made only to "qualified institutional buyers"
under Rule 144A, and the New Notes will not be registered, under
the Securities Act of 1933.

                 Update on Financing Commitments
   
Delta is continuing to work towards a closing and funding of its
previously announced financing commitments from GE Commercial
Finance and American Express Travel Related Services Company, Inc.
These commitments are subject to significant conditions.

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

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


DELTA AIR: S&P Places Junk Rating on CreditWatch Positive
---------------------------------------------------------
Standard & Poor's Ratings Services revised the implications of its
CreditWatch review of Delta Air Lines Inc.'s rating ('CC') to
positive from developing.  

The 'AAA'-rated bond-insured issues, which are not on CreditWatch,
are not affected.  The action follows Delta's announcement that it
will proceed only with the short-term securities portion of its
public bond exchange and will not complete tenders for
intermediate-term and long-term securities that we would have
viewed as distressed exchanges.  Delta has about $20.4 billion of
debt and leases.

"With Delta's decision to proceed with only part of its exchange
offer, the risk of a downgrade of its corporate credit rating to
'SD' [selective default] has diminished," said Standard & Poor's
credit analyst Philip Baggaley, "and we will review the ratings
for a possible upgrade after we meet with them and review their
forecast." Delta's credit outlook has improved due to the
company's recently approved concessionary pilot contract, other
planned reductions in operating costs, improved liquidity due to
obtaining new secured credit lines, and some deferral of near-term
debt maturities.

Delta's near-term effort to avoid bankruptcy is based on three
parts:

   (1) labor-cost savings,

   (2) replenishing cash reserves using new secured borrowings,
       and

   (3) deferral or reduction of existing debt obligations.

Delta's pilots approved a concessionary contract on Nov. 11, 2004,
that is forecast to save $1 billion annually over five years
through steep pay cuts plus changes in work rules, pensions, and
other benefits.  Delta earlier imposed cuts on non-contract
employees and is pursuing other cost cuts and revenue initiatives
with a target of $2.7 billion in profit improvement (in addition
to $2.3 billion already under way), compared with a 2002 base
year.

The second part of Delta's effort, raising new liquidity, includes
two recently announced credit facilities totaling $1 billion,
contingent on certain conditions, provided by American Express
Travel-Related Services Co. Inc. (A+/Stable/--) and General
Electric Commercial Finance (a unit of 'AAA'-rated General
Electric Capital Corp.).

The third part of Delta's effort, deferring and reducing debt
obligations, was only partially successful.  Although Delta will
succeed in deferring some near-term debt maturities, its overall
debt and lease burden, about $21.3 billion as of Sept. 30, 2004,
will increase further with the new secured borrowings.

Delta's ratings will be reviewed for an upgrade following a review
of Delta's new business plan and financial forecast.  The extent
of any upgrade will likely vary from issue to issue because the
most recent downgrade affected only the corporate credit rating
and securities involved in the planned exchange offer as
originally proposed.  Accordingly, if the corporate credit rating
is raised, which is likely, ratings on issues not involved in the
exchange offer would not be raised as much, or possibly would be
affirmed at current levels.


DII/KBR: Gets Court Nod for Post-Confirmation Amendment to Plan
---------------------------------------------------------------
On July 16, 2004, the U.S. Bankruptcy Court for the Western
District of Pennsylvania confirmed the Plan of Reorganization
proposed by DII Industries, LLC and its debtor-affiliates.  The
United States District Court for the Western District of
Pennsylvania subsequently affirmed the Confirmation Order on July
26, 2004.  Certain of the Debtors' insurers have taken appeals
from and sought reconsideration of both Courts' orders.

At the request of the Debtors and certain of their insurance
carriers, the District Court and the United States Court of
Appeals for the Third Circuit have stayed the appeals, the
Confirmation Order and the Affirmation Order.  As a consequence of
these Stay Orders, the Plan's Effective Date has not yet occurred
and the Plan has not been substantially consummated.

Under the Plan, holders of Qualified Claims are to receive a
payment from the Asbestos PI Trust or Silica PI Trust equal to the
amount of their claim multiplied by the Initial Payment
Percentage.  Holders of Qualified Claims are holders of Settled
Asbestos PI Trust Claims or Settled Silica PI Trust Claims that
are covered by an Asbestos/Silica PI Trust Claimant Settlement
Agreement, and which have satisfied the medical criteria for
payment under the applicable settlement agreement.  The Initial
Payment Percentage is defined as a fraction, the numerator of
which is $2.775 billion and the denominator of which is the amount
of Qualified Claims.

The Plan provides that the Debtors are required to pay up to
$2.775 billion to the Asbestos PI Trust and Silica PI Trust for
the benefit of holders of Qualifying Settled PI Trust Claims as
and when the Trusts are ready to pay those individuals.

By the end of the first week of October 2004, each holder of a
Settled PI Trust Claim had been notified, through counsel, whether
the claim had not satisfied the requisite medical criteria and,
therefore, not a Qualified Claim.  Accordingly, the one-year
limitation period on initiating resolution proceedings is set to
expire in October 2005.

As of October 28, 2004, the amount of submitted Settled PI Trust
Claims totaled $3,072,410,139, and the amount of Qualified Claims
aggregated $2,878,343,992, leaving $194,066,147 of Non-Qualified
Settled Claims.  Holders of Non-Qualified Settled Claims, totaling
$17,322,000, have disputed their treatment.  Since the one-year
period within which to initiate resolution proceedings has not yet
passed, the remaining $176,744,147 of Non-Qualified Settled Claims
may still be subject to a timely dispute by the Claimholders.

Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart, LLP, in New
York, contends that if all Non-Qualified Settled Claims were
disallowed, the Initial Payment Percentage could be as high as
96.4%.  If no further dispute resolution proceedings are filed,
and if all of the $17,322,000 of Non-Qualified Settled Claims
ultimately became Qualified Claims, the Initial Payment
Percentage would be 95.83%.  However, if all holders of the
remaining $176,744,147 of Non-Qualified Settled Claims were to
initiate dispute resolution proceedings, and if their claims
ultimately became Qualified Claims, the Initial Payment
Percentage could be as low as 90.32%.

Mr. Rich tells the Court that because there are already more than
$2.775 billion in Qualifying Settled PI Trust Claims, the Debtors
will be required to disburse the full amount of their funding
commitment on or shortly after the Effective Date, either to the
PI Trusts or to an escrow account.

Under the current Plan, the Debtors will not know the total
universe of holders of Non-Qualified Settled Claims who will
initiate dispute resolution proceedings until October 2005.
Thus, the Initial Payment Percentage would have to be set at
90.32% to ensure equality of treatment among all holders of
Qualifying Settled PI Trust Claims without jeopardizing the agreed
$2.775 billion cap for Settled PI Trust Claims.

The Debtors would like to pay holders of Qualified Claims a higher
Initial Payment Percentage but cannot do so without taking a risk
that they will exceed the $2.775 billion cap unless the total
universe of holders of Non-Qualified Settled Claims that will
initiate dispute resolution proceedings becomes known earlier than
October 2005.

Accordingly, at the Debtors' request, the Court:

    * fixes December 22, 2004, as the last day -- the Settled
      Claims Bar Date -- for all holders of Non-Qualified Settled
      Claims that have not yet initiated dispute resolution
      proceedings to reserve their right to do so by sending a
      written notice to:

         Mary Ellen Nickel, Esq.
         Gollatz Griffin & Ewing
         Four Penn Center, Suite 200
         1600 John F. Kennedy Blvd.
         Philadelphia, PA 19103-2808

      by registered or certified mail or by overnight courier;
      and

    * authorizes them to amend the Plan so as to:

      (a) shorten the time period for holders of Non-Qualified
          Settled Claims to initiate dispute resolution
          proceedings from one year to six months after the date
          the Claimholders received a notice of final
          disqualification from the Debtors; and

      (b) establish an escrow procedure to accommodate the
          payment of Non-Qualified Settlement Claims that
          subsequently become Qualified Claims.

Since holders of Non-Qualified Settled Claims have known since
early October 2004, that their claims were disqualified by the
Debtors, the Plan Modification gives these Claimholders over two
months to reserve their right to initiate dispute resolution
proceedings and a full six months to actually initiate those
proceedings.

According to Mr. Rich, the establishment of a Settled Claims Bar
Date and a shorter deadline for initiating dispute resolution
proceedings allows the Debtors to know the potential universe of
Non-Qualified Claims that could become Qualified Claims.
Presuming that this number will be something less than the current
$194,066,147 of aggregate Non-Qualified Settled Claims, the
Debtors could then fix an Initial Payment Percentage that could
potentially be significantly higher than 90.32%.

A full-text copy of the Debtors' Post-confirmation Amendment to
their Fourth Amended and Restated Joint Prepackaged
Reorganization Plan is available for free at:

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

Under the Modified Plan, the Asbestos PI Trust Funding Agreement
and the Silica PI Trust Funding Agreement are also amended to
provide for the establishment of a holdback reserve with a third-
party escrow agent to be selected by the parties.

If a Non-Qualified Settled Claim subsequently becomes a Qualified
Claim through the claimant's exercise of remedies available under
the Plan, the amendments to the Asbestos PI Trust Funding
Agreement and Silica Trust Funding Agreement provide that the
trust responsible for the claim will receive funds for payment
from the escrow agent upon certification from the trust that the
trust has delivered irrevocable instructions to its bank to pay
the claimant.  The Asbestos PI Trust Funding Agreement and Silica
PI Trust Funding Agreement provide that funding of subsequently
Qualified Claims will occur monthly as claims are qualified
through the dispute resolution procedures.

Non-Qualified Settled Claims that subsequently become Qualified
Claims will be paid the same percentage on their claims as will be
paid to the holders of Settled PI Trust Claims that are now
Qualified Claims.

If the holder of a Non-Qualified Settled Claim does not exercise
remedies within the six-month limitation period provided by the
modified Plan, or if in a dispute resolution proceeding that
Claim is found not to be a Qualified Claim, the Initial Payment
Percentage will change.  The amendments provide that the Initial
Payment Percentage will be recalculated on an annual basis and
supplemental distributions to holders of Qualified Claims will be
made no later than the 45th day after each anniversary of the
Effective Date based on the recalculation.  The escrow agent will
be responsible for funding amounts necessary to make the
supplemental distributions.

Headquartered in Houston, Texas, DII Industries, LLC, is the
direct or indirect parent of BPM Minerals, LLC, Kellogg Brown &
Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc.,
Kellogg Brown & Root Engineering Corporation, Kellogg Brown & Root
International, Inc., (Delaware), and Kellogg Brown & Root
International, Inc., (Panama).  KBR and its subsidiaries provide a
wide range of services to energy and industrial customers and
government entities in over 100 countries.  DII has no business
operations.  DII and its debtor-affiliates filed a prepackaged
chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case No.
02-12152).  Jeffrey N. Rich, Esq., Michael G. Zanic, Esq., and
Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent the
Debtors in their restructuring efforts.  On June 30, 2004, the
Debtors listed $6.255 billion in total assets and $5.295 billion
in total liabilities.  (DII & KBR Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ECHOSTAR COMMS: Names David J. Rayner Chief Financial Officer
-------------------------------------------------------------
EchoStar Communications Corporation disclosed that David J. Rayner
has been appointed Chief Financial Officer, effective Dec. 27,
2004.  Contemporaneous with his December 27th employment, Mr.
Rayner will also be designated as principal financial officer for
EchoStar and its EchoStar DBS Corporation subsidiary replacing
Paul W. Orban, who will continue as the Company's Vice President
and Corporate Controller.

Mr. Rayner, age 47, has served as Senior Vice President and Chief
Financial Officer of Time Warner Telecom since June 1998.  From
February 1997 to May 1998, Mr. Rayner served as Vice President -
Finance of Time Warner Telecom, and was Controller from May 1994
to February 1997.  From 1982 to 1994, Mr. Rayner held various
financial and operational management positions with Time Warner
Cable.

The Company has not entered into an employment agreement with Mr.
Rayner.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 02, 2004,
Fitch Ratings initiated coverage of Echostar Communications
Corporation and its wholly owned subsidiary, Echostar DBS
Corporation, by assigning to Echostar's convertible subordinated
notes a 'B' rating and Echostar DBS' senior notes a 'BB-' rating.

The Rating Outlook is Stable.

Fitch's rating action effects approximately $5.5 billion of debt
as of the end of the second quarter 2004.


ENRON CORP: Court Approves U.S. Agencies' Settlement Agreement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the settlement agreement between Debtors Enron Energy
Services Operations, Inc., Enron Power Marketing, Inc., Enron
Energy Services, Inc., as successor in interest to Enron Capital &
Trade Resources Corp. and:

     (i) the United States of America, acting by and through the
         General Services Administration, on behalf of itself and
         its agencies -- the General Services Administration,
         Veterans Administration, Coast Guard, National Park
         Service, Internal Revenue Service, Department of
         Agriculture, National Archives and Record Administration,
         Hanscom AFB, and Department of Labor; and

    (ii) the United States Department of Energy, acting by and
         through the Administrator of Southeastern Power
         Administration.
  
                           The Contracts  
  
EESI and GSA entered into a certain Indefinite Quantity Contract  
for Electrical Generator Services at various federal buildings in  
New England dated May 20, 1998, pursuant to which EESI agreed to  
supply electric energy to GSA and the United States of America,  
acting by and through the Agencies.  Under the GSA Contract, EESO  
and GSA entered into certain Value Added Services contracts.  
  
EPMI and Southeastern Power entered into a contract executed by  
the United States of America, Department of Energy, acting by and  
through the Administrator of Southeastern Power Administration,  
and EPMI, dated February 7, 1997, pursuant to which EPMI will  
make necessary arrangements for the coordination, delivery, and  
sale of energy in scheduled quantities as determined by SEPA.  
  
On March 18, 2003, EESI and Enron Energy Marketing Corp. entered  
into a Settlement Agreement and Mutual Release with Boston Edison  
Company, Commonwealth Electric Company and Cambridge Electric  
Light Company that releases GSA and the Agencies from certain  
payment obligations to the Companies.  Nevertheless, Boston  
Edison, Commonwealth Electric and Cambridge Electric are  
attempting to collect certain Transportation and Distribution  
charges of about $743,000 from GSA and the Agencies.  
  
                      The Settlement Agreement  
  
After discussions, the parties negotiated the Settlement  
Agreement, which provides that:  
  
    (a) The Agencies will pay EESI $4,331,091;  
  
    (b) Southeastern Power will pay EPMI $59,884;  
  
    (c) The Contracts will be terminated, to the extent not  
        already otherwise validly terminated;  
  
    (d) The parties will exchange a mutual release of claims  
        related to the Contracts; and  
  
    (e) All claims filed by the Counterparties will be deemed  
        withdrawn and released.

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)


FAIRFIELD STREET: S&P Places Low-B Ratings on Classes E & F Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Fairfield Street Solar 2004-1 Ltd./Fairfield Street
Solar 2004-1 Corp.'s $496 million fixed- and floating-rate notes
due 2040.

The preliminary ratings are based on information as of
November 24, 2004.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

   -- The expected commensurate level of credit support in the
      form of subordination to be provided by the notes junior to
      the respective classes and by the preference shares;

   -- The excess spread and overcollateralization provided by the
      assets;

   -- The cash flow structure, which is subject to various
      stresses requested by Standard & Poor's;

   -- The experience of the collateral manager and subadvisor; and

   -- The legal structure of the transaction, which includes the
      bankruptcy remoteness of the issuer.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com/  
The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then  
find the article under Presale Credit Reports.
   
                  Preliminary Ratings Assigned
   
               Fairfield Street Solar 2004-1 Ltd.
               Fairfield Street Solar 2004-1 Corp.
   
      Class                 Rating         Amount (mil. $)
      -----                 ------         --------------
      A                     AAA                  386.2500
      B                     AA                    46.3500
      C                     A-                    20.6000
      D                     BBB                   15.4500
      E                     BB+                   15.4500
      F                     BB-                   11.5875
      Preferred shares      N.R.                  19.3125
   
                        N.R. - Not rated


GREEN TREE: Fitch Junks 35 Securitization Classes
-------------------------------------------------
Fitch Ratings upgraded 36 classes, downgraded 24 classes, affirmed
55 classes and removed 54 classes from Rating Watch Negative from
these 34 Conseco/Green Tree Home Equity and Home Improvement
securitizations:

   * Green Tree Home Improvement 1996-C

     -- Class HIB1 upgraded to 'AAA' from 'BBB,' and removed from
        Rating Watch Negative;

     -- Class HIB2 remains at 'CC,' and removed from Rating Watch
        Negative;

   * Green Tree Home Equity 1996-C

     -- Class HEM2 upgraded to 'AA+' from 'AA';

     -- Class HEB1 upgraded to 'A+' from 'A';

     -- Class HEB2 downgraded to 'C' from 'CC,' and removed from
        Rating Watch Negative;

   * Green Tree Home Improvement 1996-D

     -- Class HIB1 upgraded to 'AA' from 'BBB,' and removed from
        Rating Watch Negative;

     -- Class HIB2 downgraded to 'C' from 'CC,' and removed from
        Rating Watch Negative;

   * Green Tree Home Equity 1996-D

     -- Class HEM2 upgraded to 'AA+' from 'AA';

     -- Class HEB1 affirmed at 'A';

     -- Class HEB2 downgraded to 'C' from 'CC,' and removed from
        Rating Watch Negative;

   * Green Tree Home Improvement 1996-E

     -- Certificate downgraded to 'C' from 'CC,' and removed from
        Rating Watch Negative;

   * Green Tree Home Improvement 1996-F

     -- Class HIB1 upgraded to 'A' from 'BBB,' and removed from
        Rating Watch Negative;

     -- Class HIB2 downgraded to 'C' from 'CC,' and removed from
        Rating Watch Negative;

   * Green Tree Home Equity 1996-F

     -- Class HEM2 upgraded to 'AA+' from 'AA';

     -- Class HEB1 affirmed at 'A';

     -- Class HEB2 downgraded to 'C' from 'CC,' and removed from
        Rating Watch Negative;

   * Green Tree Home Equity 1997-B

     -- Class M2 upgraded to 'AA' from 'A+';

     -- Class B1 affirmed at 'BBB+' and removed from Rating Watch
        Negative;

     -- Class B2 downgraded to 'C' from 'CC,' and removed from
        Rating Watch Negative;

   * Green Tree Home Improvement 1997-C

     -- Class HIM2 upgraded to 'AAA' from 'A';

     -- Class HIB1 upgraded to 'A' from 'BBB,' and removed from
        Rating Watch Negative;

     -- Class HIB2 remains at 'CC,' and removed from Rating Watch
        Negative;

   * Green Tree Home Equity 1997-C

     -- Class HEM2 upgraded to 'AA+' from 'AA';

     -- Class HEB1 affirmed at 'BBB+' and removed from Rating
        Watch Negative;

     -- Class HEB2 downgraded to 'C' from 'CC,' and removed from
        Rating Watch Negative;

   * Green Tree Home Improvement 1997-D

     -- Class HIM2 upgraded to 'AA-' from 'A';

     -- Class HIB1 upgraded to 'A-' from 'BBB,' and removed from
        Rating Watch Negative;

     -- Class HIB2 remains at 'CC,' and removed from Rating Watch
        Negative;

   * Green Tree Home Equity 1997-D

     -- Class HEM2 upgraded to 'AA-' from 'A+';

     -- Class HEB1 affirmed at 'BBB+' and removed from Rating
        Watch Negative;

     -- Class HEB2 remains at 'CC,' and removed from Rating Watch
        Negative;

   * Green Tree Home Improvement 1997-E

     -- Class HIB1 upgraded to 'A-' from 'BBB,' and removed from
        Rating Watch Negative;

     -- Class HIB2 remains at 'CC,' and removed from Rating Watch
        Negative;

   * Green Tree Home Equity 1997-E

     -- Class HEM1 upgraded to 'AAA' from 'AA';

     -- Class HEM2 upgraded to 'A+' from 'A';

     -- Class HEB1 affirmed at 'BBB' and removed from Rating Watch
        Negative;

     -- Class HEB2 downgraded to 'C' from 'CC,' and removed from
        Rating Watch Negative;

   * Green Tree Home Improvement 1998-B

     -- Class HIM2 upgraded to 'AA' from 'A';

     -- Class HIB1 upgraded to 'BBB+' from 'BBB,' and removed from
        Rating Watch Negative;

     -- Class HIB2 downgraded to 'C' from 'CC,' and removed from
        Rating Watch Negative;

   * Green Tree Home Equity 1998-B

     -- Class HEM2 upgraded to 'AA-' from 'A+';

     -- Class HEB1 upgraded to 'BBB+' from 'BBB,' and removed from
        Rating Watch Negative;

     -- Class HEB2 remains at 'CC,' and removed from Rating Watch
        Negative;

   * Green Tree Home Equity 1998-C

     -- Class M2 upgraded to 'AA-' from 'A+';

     -- Class B1 upgraded to 'BBB+' from 'BBB,' and removed from
        Rating Watch Negative;

     -- Class B2 remains at 'CC,' and removed from Rating Watch
        Negative;

   * Green Tree Home Improvement 1998-D

     -- Class HIM2 upgraded to 'AAA' from 'A';

     -- Class HIB1 upgraded to 'BBB+' from 'BBB,' and removed from
        Rating Watch Negative;;

     -- Class HIB2 remains at 'CC,' and removed from Rating Watch
        Negative;

   * Green Tree Home Equity 1998-D

     -- Class HEM1 upgraded to 'AAA' from 'AA';

     -- Class HEM2 upgraded to 'AA-' from 'A+';

     -- Class HEB1 affirmed at 'BBB+' and removed from Rating
        Watch Negative;

     -- Class HEB2 downgraded to 'C' from 'CC,' and removed from
        Rating Watch Negative;

   * Green Tree Home Improvement 1998-E

     -- Class HIB1 affirmed at 'BBB' and removed from Rating Watch
        Negative;

     -- Class HIB2 remains at 'CC,' and removed from Rating Watch
        Negative;

   * Green Tree Home Equity 1998-E

     -- Class HEM1 upgraded to 'AA+' from 'AA';

     -- Class HEM2 affirmed at 'A+';

     -- Class HEB downgraded to 'C' from 'CC,' and removed from
        Rating Watch Negative;

   * Green Tree Home Equity 1999-A

     -- Class M1 upgraded to 'AAA' from 'AA';

     -- Class M2 upgraded to 'A+' from 'A';

     -- Class B1 affirmed at 'BBB' and removed from Rating Watch
        Negative;

     -- Class B2 affirmed at 'B' and removed from Rating Watch
        Evolving;

   * Green Tree Home Equity 1999-C

     -- Class M1 upgraded to 'AAA' from 'AA';

     -- Class M2 upgraded to 'AA' from 'A';

     -- Class B1 affirmed at 'BBB' and removed from Rating Watch
        Negative;

     -- Class B2 downgraded to 'C' from 'CC,' and removed from
        Rating Watch Negative;

   * Green Tree Home Equity 1999-D

     -- Classes A5, A6 affirmed at 'AAA';

     -- Class M1 affirmed at 'AA';

     -- Class M2 affirmed at 'A';

     -- Class B1 affirmed at 'BBB' and removed from Rating Watch
        Negative;

     -- Class B2 downgraded to 'C' from 'CC,' and removed from
        Rating Watch Negative;

   * Green Tree Home Improvement 1999-E

     -- Class M2 upgraded to 'A+' from 'A';

     -- Class B1 affirmed at 'BBB' and removed from Rating Watch
        Negative;

     -- Class B2 downgraded to 'C' from 'CC,' and removed from
        Rating Watch Negative;

   * Conseco Home Equity 2000-B

     -- Classes AF3, AF4, AF5, AF6 affirmed at 'AAA';

     -- Class MF1 affirmed at 'AA'

     -- Class MF2 affirmed at 'BBB-';

     -- Class BF1 affirmed at 'B';

     -- Class BF2 downgraded to 'C' from 'CCC';

   * Conseco Home Equity 2000-C

     -- Class A affirmed at 'AAA';

     -- Class M1 affirmed at 'AA'

     -- Class M2 affirmed at 'A';

     -- Class B1 affirmed at 'BBB+' and removed from Rating Watch
        Negative;

   * Conseco Home Improvement 2000-E

     -- Class A5 affirmed at 'AAA';

     -- Class M1 affirmed at 'AA';

     -- Class M2 affirmed at 'A';

     -- Class B1 affirmed at 'BBB' and removed from Rating Watch
        Negative;

     -- Class B2 affirmed at 'BB' and removed from Rating Watch
        Negative;

   * Conseco Home Equity 2000-F Group 1

     -- Class AF1A affirmed at 'AAA';

     -- Class MF1 affirmed at 'AA';

     -- Class MF2 affirmed at 'A';

     -- Class BF1 affirmed at 'BBB' and removed from Rating Watch
        Negative;

   * Conseco Home Equity 2000-F Group 2

     -- Class AV1 affirmed at 'AAA';
     -- Class MV1 affirmed at 'AA';
     -- Class MV2 affirmed at 'A';

   * Conseco Home Equity 2001-A Group 1

     -- Class IA5 affirmed at 'AAA';

     -- Class IM1 affirmed at 'AA';

     -- Class IM2 affirmed at 'A';

     -- Class IB1 affirmed at 'BBB,' and removed from Rating Watch
        Negative;

   * Conseco Home Equity 2001-A Group 2

     -- Class IIA3 affirmed at 'AAA';

     -- Class IIM1 affirmed at 'AA';

     -- Class IIM2 affirmed at 'A';

     -- Class IIB1 affirmed at 'BBB' and removed from Rating Watch
        Negative;

   * Conseco Home Equity 2001-B Group 1

     -- Classes IA1A, IA5 affirmed at 'AAA';

     -- Class IM1 downgraded to 'AA-' from 'AA';

     -- Class IM2 downgraded to 'A-' from 'A';

     -- Class IB1 downgraded to 'BB' from 'BBB,' and removed from
        Rating Watch Negative;

   * Conseco Home Equity 2001-B Group 2

     -- Class IIM1 upgraded to 'AA+' from 'AA';

     -- Class IIM2 upgraded to 'A+' from 'A';

     -- Class IIB1 upgraded to 'BBB+' from 'BBB,' and removed from
        Rating Watch Negative;

   * Conseco Home Equity 2001-B B2

     -- Class B-2 downgraded to 'BB' from 'BBB,' and removed from
        Rating Watch Negative;

   * Conseco Home Equity 2001-D

     -- Classes A4, A5 affirmed at 'AAA';

     -- Class M1 affirmed at 'AA';

     -- Class M2 downgraded to 'A-' from 'A';

     -- Class B1 downgraded to 'BBB-' from 'BBB,' and removed from
        Rating Watch Negative;

     -- Class B2 downgraded to 'BB-' from 'BB';

   * Conseco Home Equity 2002-B

     -- Class A3 affirmed at 'AAA';

     -- Class M1 affirmed at 'AA';

     -- Class M2 affirmed at 'A';

     -- Class B1 affirmed at 'BBB';

     -- Class B2 downgraded to 'BB-' from 'BB.'

The rating actions incorporate Fitch's analysis regarding
modification servicing practices used by Green Tree Servicing on
the Conseco/Green Tree Home Equity and Home Improvement
portfolios.  Fitch had previously placed a number of classes on
Rating Watch Negative due to concerns regarding Conseco Finance
Corp.'s financial strength at that time (CFC filed for bankruptcy
approximately two years ago) and of lack of information regarding
servicing practices.  In response to its receipt and review of
additional information regarding modification techniques from GTS
and its observation of subsequent collateral performance, Fitch is
removing classes from Rating Watch Negative status, and taking
appropriate ratings actions.

The upgrades, affecting approximately $535 million of outstanding
certificates, reflect a significant increase in credit enhancement
relative to current levels of non-performing assets and expected
losses.  Conversely, the downgrades, affecting approximately
$390 million - are taken due to concerns regarding adequacy of
remaining credit enhancement in light of non-performing assets and
expected losses.  A majority of the downgrades involve the
assignment of a 'C' rating to the most subordinate class (B-2) of
outstanding certificates in the series, and signify the fact that
Conseco Limited Guarantees no longer secure these classes.  As a
result, losses are now having a direct impact on the downgraded
certificates.  The CFC Bankruptcy Settlement fund was applied in
the Sept. 15, 2004 distribution for the B-2 principal payments for
a few of the reviewed deals.  Although a positive movement, this
flow of capital did not have any major impact on the new ratings.  
Lastly, the affirmation rating actions, affecting approximately
$1.243 billion, reflect credit enhancement consistent with future
loss expectations.

The modification servicing practices include the use of loan
deferrals, extensions, forbearance, and rate modifications.  Data
provided by GTS indicates that on average,

    (i) approximately 62% of the aggregate loan pool has
        experienced some sort of modification; and

   (ii) each loan has experienced deferral approximately equal to
        three monthly payments.

Fitch observed that the modifications have generally had the
impact of shifting the default curve associated with these home
equity transactions to the right of the typical home equity
industry default curve and have somewhat decreased the loss
severities associated with those modified loans that ultimately do
default.

Fitch will continue to closely monitor these deals.


GRUMA SA: Moody's Lifts Rating on Senior Unsecured Notes to Ba1
---------------------------------------------------------------
Moody's Investors Service upgraded Gruma SA de CV's senior
unsecured notes to Ba1 from Ba2 and its senior implied rating to
Ba1 from Ba2.  The ratings outlook is positive.  The upgrade
reflects improved earnings and cash flow, particularly in the US,
combined with debt paydown, which has reduced leverage, and
Moody's expectation that Gruma SA will sustain leverage at lower
levels going forward.  The unsecured rating is not notched down
from the senior implied because Gruma does not have meaningful
amounts of debt outstanding at subsidiaries and Moody's does not
expect material debt to be added at subsidiaries.

Gruma's ratings are supported by its leading market position in
the growing US tortilla market and its dominance as a corn flour
supplier in Mexico, moderate leverage, and the substantial portion
of cash flow generated in the US.  The ratings also consider
Gruma's exposure to commodity corn markets, seasonal working
capital swings, the concentration of its business on corn-related
products, and still low returns on assets due to excess capacity
after de-regulation of the Mexican tortilla industry.

The positive outlook takes into account strong and improving
results from Gruma's growing US businesses and the company's
intention to further reduce and maintain leverage somewhat below
current levels.  The ratings could gain support if Gruma sustains
improving trends and reduces investment in working capital,
resulting in free cash flow after normal capital expenditures and
dividends representing about 12% relative to outstanding debt.  
The ratings could be pressured if weakness persists in Mexican
operations and free cash flow falls and remains much below 8% of
outstanding debt.  The senior unsecured rating could be lowered to
reflect structural subordination if material debt at subsidiaries
is added.

Moody's ratings actions for Gruma SA de CV were:

   * $250 million 7.625% senior unsecured notes, maturing 2007 --
     to Ba1 from Ba2,

   * Senior implied rating -- to Ba1 from Ba2,

   * Unsecured issuer rating -- to Ba1 from Ba2,

   * Ratings outlook - Positive.

Moody's does not rate Gruma SA's $250 million credit facility or
Gruma Corporation's $70 million credit facility.  Gruma has
tendered for the $250 million senior unsecured notes and plans to
redeem them with proceeds from a new senior unsecured perpetual
bond.  Moody's is not rating the new perpetual bond issue and will
withdraw its ratings on Gruma and the existing senior unsecured
notes if they are redeemed in full.

Gruma's ratings are supported by its leading market positions and
geographic diversification.  The company operates in the US
through Gruma Corporation (about 50% of Gruma's sales and about
55% of EBITDA), where it is the largest packaged tortilla
manufacturer/marketer, with a presence through most of the
country.  The US tortilla market is growing but fragmented, and
Gruma has a well established platform that is substantially larger
than others in the product segment.  The US business also includes
a joint venture (80% Gruma) with Archer-Daniels-Midland Company
(ADM, senior unsecured rating of A2) that manufactures corn flour,
part of the output of which supplies Gruma's tortilla business.  
In Mexico, Gruma is the leading supplier of corn flour to the
tortilla industry, has a packaged tortilla operation, and a joint
venture with ADM in wheat flour (60% Gruma/40% ADM).  Gruma also
has operations in Venezuela and Central America.

The ratings also gain support from:

   (1) Gruma's steady progress in extending its debt maturity
       profile, as well as paying down debt and improving
       operational performance to reduce leverage, which had been
       high following the deregulation of the tortilla industry in
       Mexico,

   (2) Gruma's entry into and subsequent withdrawal from the fresh
       bread industry in Mexico, and

   (3) the purchase of the business in Venezuela.  

Gruma's steady growth in the US, combined with cost decreases and
price increases have contributed to building earnings, while the
company has steadily reduced debt, decreasing leverage to moderate
levels.  Debt levels were $530 million at 9/30/04, down
$46 million from 12/31/03 and $126 million from 12/31/02.

Gruma's ratings are limited by its substantial concentration on
corn-related products and the exposure of its operations to
commodity corn markets and agricultural and food safety risks,
such as the impact of weather on quality and supply, volatile
prices, seasonal working capital needs tied to crop cycles, food
safety issues such as contamination, and the potential for changes
in trade regulations that might affect corn markets in Mexico.

In addition, some of the company's markets, especially Venezuela,
have high business risk.  The ratings also consider that returns
on assets have improved but remain weak due to excess Mexican corn
flour capacity that resulted from volume decreases after
deregulation of the Mexican tortilla industry and earnings
weakness in Mexico.  The company's core Mexican corn flour
business has continued to experience soft volumes and is exposed
to a tendency for decreased corn flour demand when corn is readily
available in the Mexican market.

Gruma's latest twelve months (9/30 LTM) EBITDA of MxPs 3 billion
($264 million) was up from MxPs 2.9 billion in FY03 on somewhat
lower margins (12.3%, compared with 12.5% in FY03).  Leverage is
moderate, at 2.1x Debt/EBITDA, and somewhat higher after adjusting
for operating lease rentals (2.7x Adjusted Debt/EBITDAR).  Gross
cash flow has been robust relative to debt (36% in the LTM), but
material working capital investment, increasing capital spending
(in large part to support Gruma Corporation's growth in the US,
Europe and Asia), and increasing dividends are restraining free
cash flow available for debt repayment to lower levels.  While the
company's debt is essentially all dollar-denominated, Gruma
Corporation's substantial dollar-denominated cash flow and assets
mitigate the foreign exchange exposure. Interest coverage is
solid, with EBIT/Interest Expense at 3.9x.

The unsecured notes are not guaranteed by subsidiaries.  Gruma,
however, has little subsidiary debt and Moody's does not expect
material addition to subsidiary debt.  The credit facility at
Gruma Corporation is undrawn and outstandings are not expected to
be meaningful over the intermediate term.  Therefore, the note
rating is not notched down from the senior implied rating.  If
Gruma were to decide to rely more on subsidiary debt, the
unsecured rating would be notched down from the senior implied
rating.  The notes should be well covered by tangible assets and
the value of Gruma's ownership of GFNorte shares.

Gruma SA de CV manufactures and market tortillas and corn flour.
The company had revenues of MxPs 23 billion (US$2.1 billion) in
FY03.  Gruma has operations in the US, Mexico, Venezuela, Central
America, and Europe.


HCM KANSAS CITY INC: 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)

Judge: Brenda T. Rhoades

Debtor's Counsel: John P Lewis, Jr., Esq.
                  1412 Main Street, Suite 210
                  Dallas, Texas 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 Unsecured
Creditors.


HERBALIFE INTL: Sr. Sub. Noteholders Agree to Amend Indentures
--------------------------------------------------------------
Herbalife International, Inc., had received the requisite consents
in its consent solicitation with respect to the $160 million
outstanding principal amount of its 11-3/4% Series B Senior
Subordinated Notes due 2010 commenced in connection with its
tender offer for the Notes.  As of 5:00 p.m., New York City time,
on Nov. 24, 2004, the expiration date of the Consent Solicitation,
Herbalife had received tendered Notes and the related consents
from holders of approximately 99.1% of the outstanding principal
amount of the Notes.  Consequently, the requisite consents
condition with respect to the Tender Offer has been satisfied.

The Tender Offer expires at midnight, New York City time, on
Dec. 20, 2004, unless extended or terminated by Herbalife.  Notes
tendered may not be withdrawn and the related consents may not be
revoked at any time after the Consent Date, except in limited
circumstances.  On the settlement date, and subject to the terms
and conditions of the Tender Offer, holders who tendered their
Notes on or prior to the Consent Date will receive the total
consideration (including the consent payment of $40 per $1,000 in
principal amount of Notes) for such Notes, and holders who tender
after the Consent Date, but on or prior to the Expiration Date,
will receive the tender consideration, but not the consent
payment.  The total consideration and the tender consideration for
the Notes will be determined in accordance with the procedures set
forth in the Offer to Purchase and Consent Solicitation Statement
dated Nov. 10, 2004.

Herbalife and The Bank of New York, the trustee under the
indenture pursuant to which the Notes were issued, plan to execute
a supplemental indenture to the Indenture in order to eliminate
substantially all of the restrictive covenants and certain events
of default set forth therein, as provided in the Offer to
Purchase.  However, the amendments will not become operative with
respect to the Notes until the consummation of the Tender Offer.

The determination of the total consideration and the tender
consideration for the Notes is expected to occur as of 2:00 p.m.,
New York City time, on Dec. 6, 2004.  Payment of the total
consideration or the tender consideration, as applicable, for
Notes validly tendered and accepted for purchase shall be made on
the settlement date, which is expected to be the first business
day after the Expiration Date.  The obligation to accept for
purchase and pay for Notes tendered is subject to the satisfaction
of certain conditions, including the consummation of the initial
public offering by Herbalife's indirect parent and the closing of
Herbalife's new senior credit facility.  The Tender Offer and
Consent Solicitation are being made solely pursuant to, and
subject to the terms and conditions set forth in, the Offer to
Purchase and the related Letter of Transmittal dated Nov. 10,
2004.

Herbalife has engaged Morgan Stanley and Merrill Lynch & Co. to
act as Dealer Managers for the Tender Offer and as Solicitation
Agents for the Consent Solicitation.  Questions regarding the
Tender Offer or the Consent Solicitation should be directed to:

                  Morgan Stanley
                  Toll-Free: 800-624-1808
                  Collect: 212-761-1457
                  Attn: Riccardo Cumerlato

                     - or -

                  Merrill Lynch & Co.
                  Toll-Free: 888-ML4-TNDR
                  Collect: 212-449-4914

Requests for documents should be directed to MacKenzie Partners,
Inc., the Information Agent for the Offer, at 212-929-5500.  The
depositary for the Tender Offer is The Bank of New York.

This press release is for informational purposes only and is not
an offer to purchase, a solicitation of an offer to purchase or a
solicitation of a consent with respect to any of the Notes.

                       About the Company

Herbalife is a global network marketing company offering a range
of science-based weight management products, nutritional
supplements and personal care products intended to support weight
loss and a healthy lifestyle. Additional information is available
at http://www.herbalife.com/

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 11, 2004,
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating to Herbalife International Inc.'s proposed $225 million
credit facility.  A recovery rating of '2' was also assigned to
the loan, indicating an expectation for a substantial (80%-100%)
recovery of principal in the event of a default.

Subsequently, all ratings on Herbalife and parent WH Holdings
Ltd., including the 'BB-' corporate credit rating, were placed on
CreditWatch with positive implications.  The CreditWatch placement
is based on Herbalife's proposed recapitalization, which is
expected to result in a strengthened financial profile.  Upon
completion of the proposed recap transactions, Standard & Poor's
expects to raise the company's corporate credit rating by one
notch to 'BB' with a stable outlook.


HEXCEL CORP: Proposes Secondary Offering of 21 Million Shares
-------------------------------------------------------------
Hexcel Corporation (NYSE/PCX: HXL) intends to file a registration
statement with the Securities and Exchange Commission for a
proposed secondary offering of 21 million shares of Hexcel's
common stock, representing approximately 23% of Hexcel's total
voting power.  An additional 3.15 million shares may be sold if
the underwriters exercise their over-allotment option in full.

All of the shares being offered will be sold by stockholders of
Hexcel.  Approximately 11.1 million of the shares will be offered
by affiliates of The Goldman Sachs Group, Inc., which together
currently own approximately 37.0% of the total voting power of
Hexcel.  Approximately 9.9 million of the shares, and any shares
sold pursuant to the underwriters' over-allotment option, will be
offered by affiliates of Berkshire Partners LLC and Greenbriar
Equity Group LLC, which together currently own approximately 34.4%
of Hexcel's total voting power.  The filing of the registration
statement by Hexcel is being made pursuant to the exercise of
existing registration rights held by the selling stockholders.

Hexcel, which has approximately 40 million shares of common stock
outstanding, will not receive any of the proceeds from this
proposed offering.  Because affiliates of Berkshire Partners LLC
and Greenbriar Equity Group LLC will convert preferred stock into
common stock in connection with this offering, upon completion of
the offering Hexcel will have approximately 50 million shares of
common stock outstanding, or approximately 53 million shares
outstanding if the underwriters' over-allotment option is
exercised in full.  Hexcel anticipates that it will file the
registration statement shortly.

                        About the Company

Hexcel Corp. develops, manufactures and markets reinforcement
products, composite materials and engineered products.  The
Company's products are used in the commercial aerospace, space and
defense, electronics, general industrial and recreation markets
for a variety of end products.  Hexcel operates around the world.

At Sept. 30, 2004, Hexcel Corp.'s balance sheet showed an
$83.1 million stockholders' deficit, compared to a $93.4 million
deficit at Dec. 31, 2003.


HOLLINGER: G.W. Walker Sits as Chairman and D. Vale as President
----------------------------------------------------------------
Hollinger Inc. (TSX:HLG.C) (TSX:HLG.PR.B) reconstituted its
management structure as reported in the Troubled Company Reported
on November 22, 2004, following the resignation of Conrad Lord
Black as a director, Chairman and CEO on November 2, 2004 and the
decision of Mr. Justice Colin Campbell of the Ontario Superior
Court on November 18, 2004, to remove as directors Barbara Amiel
Black, F. David Radler and John A. Boultbee.

The Board will supervise the various executive functions of
Hollinger and will continue to be actively involved with
litigation and regulatory matters affecting Hollinger.  Gordon W.
Walker, Q.C., has been appointed as the initial Chairman of the
Board and Donald M.J. Vale will initially assume the function of
President.

The resignations of Mr. Radler as Deputy Chairman, President and
Co-Chief Operating Officer and Ms. Amiel Black as Vice-President,
Editorial, have been received and accepted.

The Independent Privatization Committee appointed to oversee the
proposal received by Hollinger from The Ravelston Corporation
Limited to privatize Hollinger continues with Robert J. Metcalfe
and Mr. Wakefield as its members.  Mr. Walker has retired from the
Committee to assume his position of initial Chairman of the Board.
The Committee has engaged GMP Securities Ltd. as independent
financial advisors and Wildeboer Dellelce LLP as independent legal
advisors.

As a result of the recent recomposition of the Board and changes
in management, the Audit Committee is now comprised of Allan
Wakefield -- Chairman, Paul A. Carroll, Q.C. and Robert J.
Metcalfe.

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

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

                         *     *     *

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

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

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

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


HORNBECK OFFSHORE: Closes $225 Million Sale of 6.125% Sr. Notes
---------------------------------------------------------------
Hornbeck Offshore Services, Inc. (NYSE: HOS) closed the sale of
$225,000,000 aggregate principal amount of 6.125% Senior Notes due
2014 in a private placement.  The New Notes have not been
registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or
available exemption from such registration requirements.

The net proceeds to the Company from this offering were
approximately $219 million, net of estimated transaction costs.  
The Company used $181 million of such proceeds to repurchase
approximately 91% of the outstanding $175,000,000 aggregate
principal amount of its 10-5/8% Senior Notes due 2008 pursuant to
its ongoing tender offer for the 2001 Notes and the related
consent solicitation.  The Company accepted all 2001 Notes that
were tendered by 5:00 p.m., Eastern time, on Nov. 17, 2004, for
purchase and payment.  The $181 million comprised the total
consideration paid for such Notes tendered, including related
accrued interest and consent fees.  The remaining proceeds will be
used to repurchase the remaining 2001 Notes and for general
corporate purposes, which may include funding for the acquisition,
construction or retrofit of vessels.

Hornbeck Offshore's repurchase of the tendered 2001 Notes made
operative the Fifth Supplemental Indenture executed by the
Company, certain of its subsidiaries and the indenture trustee for
the 2001 Notes, which set forth certain amendments to eliminate
most of the restrictive covenants and certain defined events of
default.

This release is not an offer to sell or a solicitation of an offer
to purchase the New Notes or an offer to purchase or solicitation
of an offer to sell the 2001 Notes.

                       About the Company

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

                         *     *     *

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


HOUSTON EXPLORATION: Closes Offer on KeySpan's Remaining Interest
-----------------------------------------------------------------
The Houston Exploration Company (NYSE: THX) reported the closing
of the previously announced offering of 6,580,392 shares of common
stock held by KeySpan Energy Development Corporation, an indirect
wholly-owned subsidiary of KeySpan Corporation (NYSE: KSE).  With
the closing of this transaction, KeySpan no longer holds any
interest in Houston Exploration.

The shares were sold in a public offering at a price of $56.25 per
share.  All shares were offered under Houston Exploration's
effective shelf registration statement filed with the Securities
and Exchange Commission in March 2004.  Houston Exploration did
not receive any proceeds from the sale of these shares in the
offering.

The registration statement related to the public offering has been
filed with and declared effective by the Securities and Exchange
Commission, and the prospectus related to the offering of the
selling stockholder's shares was filed with the Securities and
Exchange Commission.  Copies of the prospectus relating to the
offering may be obtained from:

               Morgan Stanley & Co. Incorporated
               Attn: Prospectus Department
               1585 Broadway
               New York, NY 10036

KeySpan Corporation, a member of the Standard & Poor's 500 Index,
is the largest distributor of natural gas in the Northeast with
2.5 million customers, operating regulated natural gas utilities
in New York, Massachusetts and New Hampshire under the KeySpan
Energy Delivery service company. For more information, visit the
company's website at http://www.keyspanenergy.com/

                        About the Company

The Houston Exploration Company is an independent natural gas and
crude oil producer engaged in the development, exploitation,
exploration and acquisition of natural gas and crude oil
properties. The company's operations are focused in South Texas,
the Rocky Mountains, the Arkoma Basin, and offshore in the shallow
waters of the Gulf of Mexico. Additional production is located in
East Texas. For more information, visit the company's website at
http://www.houstonexploration.com/

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 29, 2004,
Moody's affirmed, with a stable outlook, the Ba3 senior implied
rating and B2 note ratings for The Houston Exploration Company
following the company's announcement of two acquisitions of
shallow water Gulf of Mexico properties.  The mostly debt funded
acquisitions of a total of 13.2 mmboe of proved reserves (3,600
boe/d of production) for approximately $145 million represents a
full price of $39,545 paid per daily unit of production and $10.98
per boe of proved reserves before development and plugging and
abandonment (P&A) costs.


HUFFY CORPORATION: Section 341(a) Meeting Slated for December 12
----------------------------------------------------------------
The United States Trustee for Region 9 will convene a meeting of
Huffy Corporation and its debtor-affiliates' creditors at 11:00
a.m. on December 22, 2004, at the Office of the U.S. Trustee
located in 170 North High Street, Suite 309 in Columbus, Ohio.  
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

Headquartered in 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: Committee Hires PricewaterhouseCoopers as Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Huffy Corporation
and its debtor-affiliates' chapter 11 proceedings asks the U.S.
Bankruptcy Court for the Southern District of Ohio, Western
Division, for permission to employ PricewaterhouseCoopers
Corporate Finance LLC as its financial advisor.

PricewaterhouseCoopers will:

     a) review and analyze the Debtors' businesses, operations
        and financial condition including current and projected
        liquidity position of the Debtors;

     b) evaluate the Debtors' business plan and corresponding
        financial projections;

     c) analyze the values available to the members of the
        Committee under various strategic alternatives;

     d) assist the Committee with tactics and strategy for
        negotiating with the Debtors and other constituents;

     e) participate with the Committee in meetings or
        negotiations with the Debtors or other constituents in
        connection with a restructuring;

     f) advise the Committee as to the timing, nature and terms
        of new securities, other consideration or other
        inducements to be offered pursuant to a restructuring;

     g) assist in the review and preparation of information and
        analyze if necessary for the confirmation of a plan of
        reorganization;

     h) assist in the evaluation and analysis of avoidance
        actions, including fraudulent conveyances and
        preferential transfers; and

     i) do restructuring related services as reasonably
        requested by the Committee.

The Debtors will pay PricewaterhouseCoopers for its professional
services to the Committee a monthly non-refundable fee of $75,000
starting Nov. 3, 2004.

Sudhin Roy, at PricewaterhouseCoopers, states that the Firm and
its professionals hold no interests materially adverse to the
Debtors and their estates.

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.


INTELLIMATION INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Intellimation Inc.
        aka Knights Electrical Contractors Inc.
        250 North Lincoln Avenue
        Lebanon, Pennsylvania 17046

Bankruptcy Case No.: 04-07022

Type of Business:  The Company specializes in the installation,
                   project management and commissioning of ATC
                   or building automation systems.
                   See http://www.intellimation.cc/

Chapter 11 Petition Date: November 24, 2004

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Jacques H. Geisenberger, Jr., Esq.
                  Geisenberger & Cooper, P.C.
                  156 East King Street
                  Lancaster, Pennsylvania 17602
                  Tel: (717) 397-3500

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Johnson Controls                              $106,974
PO Box 93107
Chicago, Illinois 60673-3107

N.R.G. Controls                                $40,326
PO Box 7643
Steelton, Pennsylvania 17113

Anixter                                        $24,035
PO Box 847428
Dallas, Texas 75284-7428

Circon Systems                                 $23,340

ADI                                            $22,619

Delta Control Pro                              $21,050

Cardinal Supply Inc.                           $19,161

Dauphin Associates                             $19,095

Schaedler YESCO                                $19,075

DELL                                           $18,763

Balimo                                         $18,588

Eastern Alliance                               $16,766

SEECO                                          $13,962

Veris Industries                               $13,524

Accounttemps                                   $12,811

Fromm Electric                                  $8,761

Denny Electric                                  $8,570

Burns Mechanical                                $7,402

RBH                                             $7,342

Discover Card                                   $7,288


INTERSTATE BAKERIES: Wants Claims Resolution Protocol Approved
--------------------------------------------------------------
J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom, LLP,  
in Chicago, Illinois, informs the U.S. Bankruptcy Court for the
Western District of Missouri that as of the bankruptcy petition  
date, 150 claimants commenced litigation asserting liability for  
personal injury or wrongful death against Interstate Bakeries
Corporation and its debtor-affiliates or their employees or other
third parties who the Debtors are obligated to defend or
indemnify.  However, all lawsuits and any other efforts or actions
by the Tort Claimants to collect or recover on the Tort Claims
were stayed under Section 362(a) of the Bankruptcy Code. Thus,
hundreds of asserted Tort Claims remain contingent, disputed, or
unliquidated.

In many cases, the Debtors believe that they have no liability on  
the Tort Claims, or the Debtors dispute the asserted amounts of  
the Claims.

Mr. Ivester asserts that the Debtors need to determine the claims  
against them as efficiently as possible to reduce costs and  
maximize the value of their estates.  It would be time consuming,  
unduly burdensome and expensive for the Debtors to have to defend  
against and liquidate hundreds of relatively small Tort Claims in  
other tribunals and fora.  This approach may delay the resolution  
of the Debtors' Chapter 11 cases and result in the expenditure of  
significant administrative expense.

The Debtors propose to adopt certain procedures for settling the
claims.  The Debtors ask the Court to require a Claimant to
comply, in good faith, with the Claims Resolution Procedures
before seeking relief from the automatic stay to fully litigate
its Tort Claim.

In accordance with the Claims Resolution Procedures, the Debtors  
seek permission to settle:

   (a) Tort Claims for settlement amounts in excess of $50,000
       after 10 days' notice to counsel to the Official Committee
       of Unsecured Creditors, the agent for the Debtors'
       postpetition financing facility, the agent for the
       Debtors' prepetition financing facility, the United States
       Trustee and other notice parties; and

   (b) small claims for settlement amounts equal to or less than
       $50,000, up to a cap of $10,000,000 in the aggregate.

The settling Claimant will be deemed to hold an allowed,  
prepetition general unsecured non-priority claim against the  
applicable Debtor in the settled amount, to be paid in accordance  
with any plan of reorganization confirmed in the Debtors'  
bankruptcy cases.

The Debtors believe that the Claims Resolution Procedures will:

     * assist them in reducing costs and maximizing the value of
       their estates;

     * significantly reduce associated administrative expenses
       and help the Debtors avoid the delay and uncertainty of an
       overly cumbersome approval process;

     * provide incentive to the Claimants to work with the
       Debtors to reconcile, settle or compromise the Tort
       Claims;

     * lead to cost-effective settlement and liquidation of many
       Tort Claims, without the administrative expense of multi-
       forum, full trial litigation;

     * not infringe on the rights of those Claimants who still
       want to present their Tort Claims before a jury;

     * facilitate the consensual liquidation of many Tort Claims
       in a manner that is most efficient for both the Debtors
       and the Claimants; and

     * ultimately protect the Claimants' rights, if any, under
       Sections 157(b)(5) and 362(d), to have Tort Claims
       involving personal injuries heard outside the Court.

The principal features of the Claims Resolution Procedures are:

   (1) Small Claims Claimants

       The Debtors will informally settle Tort Claims for which
       the Debtors have reserved $10,000 or less.  If a
       settlement is not reached by 60 days after the deadline
       for filing proofs of claim, the parties will undertake the
       Offer-Exchange Process.

   (2) Offer-Exchange Process

       (a) Questionnaire

           Each Claimant, except certain Small Claims Claimants,
           will serve on the Debtors a completed Questionnaire on
           or before 105 days after the Bar Date.
  
       (b) Response Statement

           On or before 195 days after the Bar Date, the Debtors
           will send each Claimant a Response Statement, stating
           whether:

           * the Debtors have reserved more or less than $50,000
             for the Claimant's claim;

           * the amount demanded in the Questionnaire is
             accepted; and

           * the Tort Claim is disputed.

           If the Tort Claim is disputed, the Debtors will
           include a description of any key defenses and third
           party claims.

           The Response Statement will often include a proposed
           settlement to disputed Tort Claims.

       (c) Claimant's Reply

           On or before 255 days after the Bar Date, the Claimant
           must serve a Reply to the Debtors' Response Statement.
           However, that a Claimant with a Tort Claim reserve in
           excess of $50,000 may elect instead to request
           mediation or arbitration.  If the Debtors' Response
           Statement included a settlement proposal, the
           Claimant's Reply must accept or reject the Debtors'
           settlement proposal.

   (3) Mediation Procedure

       (a) Referral to Mediation

           For Tort Claims that may be referred to Mediation, the
           Debtors will submit a Referral Notice within 15 days
           after receipt of an appropriate request by an Eligible
           Claimant participating in the Offer-Exchange Process.

       (b) Appointment of Mediator

           The Mediation/Arbitration Organization will, within 30
           days after the receipt of the Referral Notice, (i)
           appoint a mediator who is familiar with the laws which
           govern the Tort Claim and (ii) provide written notice
           to the Debtors and the Eligible Claimant of the
           appointment.

       (c) Conduct of Mediation

           The mediator will handle all Tort Claims in the order
           received by him or her or as directed by mutual
           agreement of the parties.  Any party may be
           represented by legal counsel, although the
           participation of legal counsel will not be required
           for the conduct of the mediation.  The mediator will
           meet with the parties or their representatives,
           individually and jointly, for a conference or series
           of conferences as determined by the mediator.  The
           Claimant and the Debtors or their representatives must
           be present at the conference, unless the disputed
           portion of the Tort Claim is $100,000 or less, in
           which case the parties may appear by telephone.  A
           settlement reached pursuant to mediation will be
           treated as an allowed claim, subject however to the
           allowance procedures.

       (d) Cost of Mediation

           The Cost of Mediation will be shared equally by the
           Debtors and the Claimant.

   (4) Arbitration Procedure

       (a) Referral to Arbitration

           The Tort Claim will be submitted for arbitration
           within 60 days of the mailing date of the request for
           arbitration if the non-requesting party consents to
           binding arbitration.

       (b) Appointment of Arbitrator

           The Mediation/Arbitration Organization will, within 30
           days after receipt of the referral to binding
           arbitration, (i) appoint an arbitrator to conduct
           arbitration proceedings as hereinafter set forth and
           (ii) provide notice to the Debtors and the Claimant of
           the appointment.  Arbitration proceedings will
           commence not later than 30 days after the date the
           arbitrator provides written acknowledgment to all
           parties.

       (c) Conduct of Arbitration

           The arbitration will be:

           * conducted in accordance with applicable law;

           * governed by the Federal Arbitration Act; and

           * conducted pursuant to the dispute resolution
             procedures for commercial or insurance claims of the
             American Arbitration Association, as currently in
             effect and appropriate unless otherwise agreed by
             the parties.

       (d) Cost of Arbitration

           The Cost of Arbitration will be shared equally by the
           Debtors and the Claimant.

       (e) Arbitration Award

           The amount of the award set by the arbitrator will be
           binding and will be within the discretion of the
           arbitrator.  In no event will the amount of the award:

           * exceed the lower of (x) the claimed amount of the
             Tort Claim as shown on the Claimant's Questionnaire
             or (y) as shown on the Claimant's Claim; or

           * be less than the undisputed portion of the Claim.

   (5) Stay Relief

       If a claim is not resolved by settlement or mediation, the
       stay may be modified to proceed in other fora.

       (a) Service of Motion

           Claimant will serve the Debtors with any motion to
           Vacate the stay.

       (b) Exhaustion of Procedure

           Unless a Claimant has exhausted the Claims Resolution
           Procedure in good faith, the Court will deny without
           prejudice any request to lift the stay.

       (c) Order Modifying Stay

           After all conditions have been met, without any timely
           objections on the appropriate grounds, the Debtors
           will submit a stay relief order to the Court.

       (d) Objection by the Debtors

           The Debtors may object to any lift stay motion only on
           the grounds that the Claimant has failed to comply
           with the conditions of the Claims Resolution
           Procedure.

The Debtors believe that the modification of the automatic stay  
in accordance with the Claims Resolution Procedures is warranted.   
If the stay is lifted on an ad hoc basis before a Claimant had  
complied with the Claims Resolution Procedure, the Debtors would  
be forced to expend their limited resources and time in the  
defense of prepetition lawsuits in other fora.

         Stay Should Be Extended to Non-Debtor Employees

The Debtors also ask the Court to stay any litigation against  
their employees.  Mr. Ivester points out that:

   (i) the Debtors are the real parties-in-interest in the
       litigation, and a judgment against the individual
       employees would in fact be a judgment against the Debtors;

  (ii) the continued prosecution of these claims against the
       Debtors' employees might well harm the Debtors' ability to
       formulate a reorganization plan;

(iii) it would be time consuming, unduly burdensome and
       expensive for the Debtors to defend against the current,
       and potentially new actions filed against their employees
       for prepetition conduct in various tribunals and fora; and

  (iv) the Debtors may suffer irreparable harm in at least one,
       if not all, of these manners, since the Debtors and their
       estate:

       -- will incur the direct costs of investigating and
          defending claims against their employees;

       -- will incur the indirect costs associated with defending
          litigation; and

       -- may incur substantial losses associated with employee
          retention and performance, since employees would be
          personally liable for conduct performed during the
          course and within the scope of employment.

Mr. Ivester reminds the Court that the Eighth Circuit in Sav-A-
Trip, Inc. v. Belfort, 164 F.3d 1137, 1139 (8th Cir. 1999)  
(citing Croyden Assocs. v. Alleco, Inc., 969 F.2d 675, 676 (8th  
Cir. 1992), has acknowledged that the stay can be extended to  
non-debtor defendants in unusual circumstances.

The court in Terrell Publishing Co., Inc. v. Petley Southwest,  
Inc., 1991 U.S. Dist. LEXIS 14227, *5 (W.D. Mo. 1991), also held  
that non-debtor proceedings may be stayed where "there is such  
identity between the debtor and the third-party defendant that  
the debtor may be said to be the real party defendant and that a  
judgment against the third-party defendant will in effect be a  
judgment or finding against the debtor."  The Missouri court  
noted that, if the "identity" of interests between the debtor and  
the non-debtor defendants is such that one cannot proceed with  
litigation against the latter without directly and indirectly  
affecting the debtor, a stay is necessary to effectuate the  
purposes of Section 362(a).

                      Third Party Indemnity

Mr. Ivester also relates that the Debtors may be entitled in some  
instances, under certain agreements or applicable non-bankruptcy  
law, to be indemnified from other third parties.  Before the  
Petition Date, the Debtors were parties to one general liability  
insurance policy and four automobile liability insurance policies  
that may cover, among other things, portions of tort claims in  
excess of $1,000,000 for general liability claims and $1,500,000  
for automobile liability claims.  The Debtors are self-insured  
for an initial $1,000,000 per general liability occurrence and  
$1,500,000 per automobile liability occurrence.

To the extent the Debtors are or may be entitled to indemnity for  
a particular Tort Claim from a Third Party Indemnitor, the  
Debtors seek the Court's authority to invite the Third Party  
Indemnitor to participate in the liquidation of the Tort Claim.   
However, the Debtors seek confirmation that they have no  
obligation vis-a-vis the Claimants to take any such action.

                            Objections

(1) Daniel B. Huffman

    Cynthia F. Grimes, Esq., at Grimes & Rebein, L.C., Lenexa,
    Kansas, informs the Court that Mr. Huffman is a plaintiff in
    a pending California state court suit against Interstate
    Brands for damages for age discrimination and wrongful
    demotion.  After trial by jury, Mr. Huffman obtained a
    judgment against Interstate Brands Corporation on July 11,
    2002, for $2,404,832, plus interest.  Interstate Brands
    appealed from the judgment to the California Court of Appeals
    and posted a bond for $3,595,137, which was issued by
    Travelers Casualty & Surety Company of America.

    The California Court of Appeals reversed and remanded for new
    trial on August 12, 2004, finding that the trial court had
    applied an improper legal standard under applicable
    California law.  Mr. Huffman filed a timely petition for
    review with the Supreme Court of California on September 20,
    2004.
  
    Under California law, Ms. Grimes relates, the California
    Supreme Court may order review within 60 days of the filing
    of the petition for review, and before that time expires, may
    extend the time to a date not later than the 90 days after
    the petition for review is filed.

    "[I]t is apparently unclear what effect [the Debtors']
    intervening bankruptcy filing has on this process," Ms.
    Grimes tells Judge Venters.

    "[T]here should be little harm to [Interstate Brands] in
    responding to the petition and, if the petition is granted,
    submitting an appeal brief, since the appeal has already been
    briefed at one appellate level.

    "Conversely, [Mr. Huffman] will be prejudiced if his petition
    for review is not heard because of the stay imposed by the
    bankruptcy filing."

    Because Mr. Huffman's ability to seek review is subject to
    the Supreme Court's strict timeframes, Mr. Huffman objects to
    the Debtors' request, as it applies to his narrow situation.

    Mr. Huffman asks the Court to:

    (a) lift the automatic stay for the limited purpose of
        allowing him to prosecute his petition for review and, if
        granted, appeal to the point of final determination by
        the California Supreme Court; and

    (c) if he is successful on appeal, allow him to collect
        against the appeal bond.

(2) Brenda Sieckmann

    Mrs. Sieckmann raises these objections to the Debtors'
    request:

    * The time frame set forth in the Debtors' proposed Claims
      Resolution Procedures far exceeds the one under which Mrs.
      Sieckmann's lawsuit pending in a state court in St. Louis,
      Missouri, is proceeding;

    * Mrs. Sieckmann's claim is not small, but is significant as
      she seeks compensation for the untimely death of her
      husband at 39 years of age;

    * The Debtors have provided insufficient information
      regarding the identity of the third parties that may be
      required to indemnify them, thus, making it impossible for
      Mrs. Sieckmann to determine the impact of this information
      on her claim; and

    * The Debtors have failed to adequately describe the
      composition of the Arbitration/Mediation Organization that
      they proposed to create.

    Mrs. Sieckmann believes that her claim is covered by
    insurance, and that she should not be prevented from pursuing
    the insurance coverage through State Court litigation where
    that litigation will potentially resolve her claim faster
    than will occur under the Debtors' proposed Tort Claim
    Procedures.

    "The Debtors have failed to demonstrate any valid reason why
    the insurance carriers should be protected from defending
    Mrs. Sieckmann's claim and ultimately paying that claim in
    such amount as may be awarded by the [Missouri] State Court,"
    Joanne B. Stutz, Esq., at Evans & Mullinix, P.A., in Shawnee,
    Kansas, asserts.

    "While the Debtors' Tort Claim Procedures may be faster, more
    cost-effective and fairer for some claimants, Mrs. Sieckmann
    does not believe that applying the Tort Claim Procedures to
    her situation will have that result," Ms. Stutz relates.  "In
    fact, no party is permitted, under the proposed procedures,
    to seek relief from the automatic stay until and unless the
    Tort Claim Procedures have first been complied with."

    Ms. Sieckmann asks the Court to:

    (1) find that the Debtors' proposed Claims Resolution
        Procedures are deficient and should not be established;
        and

    (2) lift the automatic stay so she may pursue her personal
        injury claim in the Missouri State Court.

    Mrs. Sieckmann's lawsuit is currently set for trial in April
    2005.

(3) Dennis Gianopolous, et al.

    Representatives of a certified and putative classes of
    individuals in an action pending before the Circuit Court of
    Cook County, Illinois, object to the Debtors' request
    because:

    * none of their claims are for present personal injuries or
      bodily injury;

    * the procedure contemplated by the Debtors' request is
      inapplicable to the resolution of their claims; and

    * the Claims Resolution Process does not seem to contemplate
      nor apply to a class action, especially one involving
      hundreds of thousands or millions of small claimants or a
      class-wide settlement process and mediation/arbitration.

    The Plaintiff-Representatives are:

    (1) Dennis Gianopolous, parent and guardian of Nicholas G.
        Gianopolous, a minor, and Alexander D. Gianopolous, a
        minor;

    (2) Mary K. Frost, parent and guardian of John Doe 1, a
        minor;

    (3) Lisa Drucker, parent and guardian of John Doe 2, a minor,
        and John Doe 3, a minor.

    The Class Action arose out of the demolition of a hot water
    tank at Interstate Bakeries Schiller Park, Illinois bakery
    plant.  The demolition work was done in an open plant
    production area where debris from the demolition was dumped
    into dumpsters and carted past working production lines.  
    Subsequent to the demolition work, Illinois state inspectors
    found piles of debris in the boiler room area and tested
    samples from this debris.  The tests showed the presence of
    asbestos and asbestos-containing materials.

    The Illinois Department of Health stated that it would order
    the Debtors to recall the food products manufactured in the
    Interstate Schiller Park plant between the date the tank was
    demolished and the date the plant was closed by health
    authorities, unless the Debtors voluntarily recalled the food
    products.  Returned food products were sent to a hazardous
    waste landfill.

    While the Debtors offered a refund to people who returned
    their products to a store, they offered nothing to those
    individuals who had consumed the products they purchased or
    had opened packages.  Based on the Debtors' records, they
    retained about $4,250,000 attributed to sales of the
    adulterated products.  This implicates a class size in the
    hundreds of thousands or millions of individuals.

    The Plaintiffs filed the Action in 1998 raising many causes
    of action, including breach of implied and express
    warranties, violations of the Magnuson-Moss Warranty Act,
    consumer fraud and for the creation of a medical monitoring
    fund.  A motion for class certification was also filed.

    The Debtors unsuccessfully removed the case to Federal Court
    on Diversity grounds.  However, before remand, the Debtors,
    in a federal filing, valued the medical monitoring claims at
    $500 to $1,100 per individual per year.

    After a variety of hearings, portions of the complaints were
    amended, some claims were dismissed.  A class was certified
    and amended claims were brought.  The parties engaged in
    discovery and various motions for summary judgment were
    filed.   

    Portions of those summary judgment motions were granted and
    portions denied.  Ultimately, the trial court granted the
    Plaintiffs' request for partial summary judgment on the
    implied warranty claims.

    Aron D. Robinson, Esq., tells Judge Venters that during the
    pendency of the Plaintiffs' request for summary judgment on
    damages, the Debtors sought to decertify the class, which was
    granted in part and denied in part.  The trial court allowed
    the Illinois class to remain certified and decertified the
    portion of the class applicable to other states.  The
    Plaintiffs added Illinois plaintiffs to the case and were,
    inter alia, in the process of asking the trial court to
    reconsider the partial decertification.

    Mr. Robinson relates that the Plaintiffs have attempted
    resolution of the class action on numerous occasions in the
    Circuit Court proceeding without any success.  While the
    proposed Procedures do not set forth means whereby the class
    claims may be resolved, the Plaintiffs are open to
    negotiations towards resolution of the class claims.

(4) Antonio Martinez

    Mr. Martinez asks the Court to deny the Debtors' request for
    these reasons:

    * The proposed timeframe is uncertain and will not be quicker
      to resolve his claim;

    * The State of Montana has no record that the Debtors are
      self-insured in that State contrary to the Debtors' claim;

    * United States Fidelity and Guaranty Company or other
      insurance carriers provides coverage to the Debtors for the
      injuries claimed by Mr. Martinez; and

    * Mediations or arbitrations should not take place in Kansas
      City, Missouri, but in Montana, where all of the parties
      and witnesses are located.

    Kurt S. Brack, Esq., at Holbrook & Osborn, P.A., in Overland
    Park, Kansas, informs the Court that Mr. Martinez holds a
    tort claim against Interstate Brands Corporation arising out
    of an automobile accident on August 8, 2003, in Billings,
    Montana.  Mr. Martinez commenced an action in the Montana
    Thirteenth Judicial District Court, Yellowstone County on
    April 23, 2004, against Timothy Bradley, the driver of the
    Interstate Vehicle, Interstate Brands, and Fidelity, the
    insurance carrier.  The parties are still engaged in
    discovery.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts. When the Debtors filed for protection
from their creditors, they listed $1,626,425,000 in total assets
and $1,321,713,000 (excluding the $100,000,000 issue of 6.0%
senior subordinated convertible notes due August 15, 2014 on
August 12, 2004) in total debts. (Interstate Bakeries Bankruptcy
News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


INTERSTATE BAKERIES: GMS Wants Demolition Costs Paid
----------------------------------------------------
Thomas M. Franklin, Esq., in Kansas City, Missouri, informs the  
Court that Interstate Bakeries Corporation and its debtor-
affiliates are parties to four agreements under which Global
Management Services, Inc., provides primarily demolition  
and removal of obsolete equipment at sites owned or occupied by  
the Debtors in their business operations.  The originally  
contracted amounts due under the Agreements totaled to about  
$3,200,000.

Before the bankruptcy petition date, GMS performed work for the
Debtors under two Agreements for which unpaid invoicing is
approximately $212,104.  The Debtors have required GMS to continue
its work under the prepetition Agreements.

Since the Petition Date, the Debtors have entered into two new  
Agreements with GMS.  In the coming months, GMS anticipates  
completing work under the four Agreements.

GMS asserts that it is entitled to receive all of the agreed  
payments as work under each Agreement is completed.  GMS, thus,  
asks the Court to direct the Debtors to pay all amounts due under  
each Agreement as work on each particular Agreement is completed.   
GMS wants the Debtors to pay all prepetition arrearages and other  
amounts due because of those arrearages.

In the alternative, GMS asks Judge Venters to lift the automatic  
stay so it may take the necessary steps to notice and perfect all  
of its statutory lien rights.

Absent full payment under the Agreements, GMS also demands  
adequate protection of its interests.

                        Parties Stipulate

To resolve GMS' request, the Debtors and GMS stipulate that:

   (1) Section 327 of the Bankruptcy Code is inapplicable to GMS.
       Thus, GMS will not be required to comply with its terms;

   (2) GMS will have an administrative expense claim pursuant to
       Sections 507(a)(1) and 503(b)(1)(A) for the services it
       has provided to the Debtors on and after September 22,
       2004, provided that the services were performed at the
       Debtors' request;

   (3) the Debtors will pay GMS' administrative claims in the
       ordinary course of business; and

   (4) after satisfaction of GMS' administrative claims, GMS'
       request will be withdrawn without prejudice.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


IONICS INC: S&P Places BB Ratings on CreditWatch Positive
---------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and other ratings on Watertown, Massachusetts-based Ionics
Inc. on Credit Watch with positive implications following the
announcement by General Electric Co. (AAA/Stable/A-1+) that it
will acquire Ionics for $1.1 billion in cash plus assumption of
existing debt, subject to regulatory approval.

"We would expect to withdraw our ratings on Ionics once the
company is acquired by GE," said Standard & Poor's credit analyst
Robert Schulz.

Ionics is a water purification company engaged in the global
supply of water and water-treatment equipment through the use of
its proprietary technology to municipalities, utilities,
industrial customers, and consumers.  It had sales of $429 million
for the 12 months ended Sept. 30, 2004.

The combination with GE's existing water franchise business
broadens GE's position in the technology-focused segment of water
treatment and provides an entry into the fast-growing desalination
segment where GE had no presence.  The transaction is expected to
be accretive to GE's 2005 earnings.

Ionics Inc. has a high debt load, weak cash flow generation, a
challenging U.S. power-generation market, and greater-than-
anticipated risks involved in joint venture projects outside the
U.S.  These negative factors are offset partly by a solid market
position in all markets served, leading technology portfolio, and
a considerable portion of the revenue stream that is supported by
long-term renewable contracts.

S&P expects Ionics to benefit from trends in global sanitation
improvement, increasing the need for cost-effective supplies of
clean water, particularly outside the U.S. The company's financial
profile is aggressive, largely because of the increased amount of
acquisition debt.


LANOPTICS: Completes $14.3 Million Private Equity Placement
-----------------------------------------------------------
LanOptics Ltd. (NASDAQ: LNOP) signed a $14,364,000 private
placement agreement with institutional investors for the sale of
1,368,000 ordinary shares, priced at $10.50 per share, and 478,800
five-year warrants with an exercise price of $15.50.  LanOptics
has agreed to file a registration statement covering the shares
and warrants issued in the transaction.

LanOptics will use the proceeds from the sale of the securities to
support EZchip as well as for other general corporate purposes, as
shall be determined by the Company's management.

"After this transaction, LanOptics' consolidated cash balance will
exceed $26M, all of which is dedicated to secure EZchip's future
success," said Eli Fruchter, President and CEO of EZchip and a
member of the Board of Directors of LanOptics.  "This new funding
will serve to enhance EZchip's leadership in the network
processors market and demonstrate our commitment to this emerging
market.  While other vendors are holding back on their efforts,
EZchip is capitalizing on the opportunity and continues its surge
forward.  Our upcoming NP-2 network processor solidifies our
technological edge, provides a significant increase to our
addressable market and is already gaining new customers."

LanOptics Ltd. -- http://www.lanoptics.com/-- is focused on its  
subsidiary EZchip Technologies, a fabless semiconductor company
providing high-speed network processors.  EZchip's breakthrough
TOPcore(R) technology provides both packet processing and
classification on a single chip at wire speed.  EZchip's single-
chip solutions are used for building networking equipment with
extensive savings in chip count, power and cost.  Highly flexible
7-layer processing enables a wide range of applications to deliver
advanced services for the metro, carrier edge and core and
enterprise backbone.

                         *     *     *

At Sept. 30, 2004, LanOptics Ltd.'s balance sheet showed a
$19,148,000 stockholders' deficit, compared to a $12,370,000
deficit at Dec. 31, 2003.


NORTHWEST AIRLINES: Orders 10 Bombardier CRJ200 Regional Jets
-------------------------------------------------------------
Northwest Airlines exercised its options for 10 Bombardier CRJ200
series regional jets for its Northwest Airlink operation.

This represents the conversion of 10 of the airline's 175 options
on the Bombardier CRJ.  Northwest has indicated that the aircraft
will be operated by Pinnacle Airlines, Inc.

The transaction increases the number of firm orders from Northwest
Airlines to 139 Bombardier CRJ aircraft, of which 109 had been
delivered as of September 30, 2004.

"We are delighted that Northwest Airlines is expanding the
deployment of the Bombardier CRJ within its Airlink route system,"
said Steven Ridolfi, President, Bombardier Regional Aircraft.  
"The flexibility and economics of regional jets allow major
airlines such as Northwest to provide new services or increased
frequencies to various markets that support an aircraft of this
size."

As of September 30, 2004, the Bombardier CRJ program had secured
firm orders for 1,410 aircraft, of which 1,150 had been delivered.
Conditional orders and options bring the program total to 2,608
aircraft.

                        About Bombardier

Bombardier, Inc., headquartered in Canada, manufactures regional
aircraft and business jets to rail transportation equipment.   Its
revenues for the fiscal year ended January 31, 2004 were $15.5
billion US and its shares are traded on the Toronto, Brussels and
Frankfurt stock exchanges (BBD, BOM and BBDd.F).  News and
information are available at http://www.bombardier.com/

Northwest Airlines is the world's fifth largest airline with hubs
at Detroit, Minneapolis/St. Paul, Memphis, Tokyo, and Amsterdam,
and approximately 1,500 daily departures.  Northwest and its
travel partners serve nearly 750 cities in almost 120 countries on
six continents.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 4, 2004,
Moody's Investors Service assigned a (P)B1 rating to Northwest
Airlines, Inc. proposed $975 million guaranteed and secured Senior
Credit Facilities.  The Facilities will be provided in the form of
a five-year term Tranche A Term Facility and a six-year term
Tranche B Term Facility.  The Facilities are intended to replace
the company's $975 million bank line of credit.  They contain
support for creditors similar to that available in the existing
line of credit including guarantees from Northwest Airlines
Corporation and Northwest Airlines Holdings Corporation, and
collateral including aircraft and Northwest Airlines, Inc.'s
Pacific division route rights and slots. Covenant protection is
expected to be at least as beneficial to debt holders under the
new Facilities as it is to the holders of the existing bank line
of credit.  The (P)B1 provisional rating will be replaced by a
permanent rating upon review of the final terms and conditions of
the facilities.  The ratings outlook for Northwest is Negative.

As reported in the Troubled Company Reporter on Jul. 30, 2004,
Standard & Poor's lowered its ratings on Northwest Airlines Corp.
and its Northwest Airlines Inc. subsidiary, including lowering the
corporate credit rating to 'B' from 'B+'.  The 'B+' bank loan
rating was not lowered, and a recovery rating of '1' assigned,
reflecting strong collateral protection for that facility.  Some
enhanced equipment trust certificates were lowered by more than
one notch, reflecting evaluation of collateral coverage and other
protections for individual securities.


MATEH EFRAIM: Files a Fresh Chapter 11 Petition in S.D. New York
----------------------------------------------------------------
Mateh Efraim, LLC filed for chapter 11 protection on Nov. 24,
2004, in the U.S. Bankruptcy Court for the Southern District of
New York.

Mateh Efraim previously filed a chapter 11 petition on Oct. 4,
2004, as Kollel Mateh Efraim.

The Debtor is a limited liability company doing business under the
name Kollel Mateh Efraim, LLC.  A creditor moved to dismiss the
previous case on the basis that Kollel Mateh Efraim, LLC does not
formally exist as entity registered with the New York Secretary of
State.

The Debtor is filing the new case as a protective measure so that
in the event that the Court might determine that Kollel Mateh
Efraim, LLC could not be a debtor, Mateh Efraim's interests are
still protected.

Mateh Efraim filed for bankruptcy to preserve its claims arising
from the signing of a contract to purchase the real property known
as the Meadows Resort Hotel, in Fosterdale, New York from Helen-
May Holdings, LLC for $1.4 million.  

Mateh Efraim paid a $140,000 deposit and invested at least
$600,000 in improvements.  The Debtor also purchased two adjacent
properties for the purpose of developing the Property.

Mateh Efraim, LLC is a real estate developer.  The Company first
filed for chapter 11 protection on October 4, 2004 (Bankr.
S.D.N.Y. Case No. 04-16410).  The case is still pending before the
Honorable Judge Cornelius Blackshear.  The Company filed another
chapter 11 petition on November 24, 2004 (Bankr. S.D.N.Y. Case No.
04-17525).  Mark A. Frankel, Esq., at Backenroth Frankel &
Krinsky, LLP, represents the Company in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
$740,000 in assets and $2,852,700 in debts.


MATEH EPRAIM: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mateh Epraim LLC
        dba Kollel Mateh Epraim LLC
        751 Second Avenue, First Floor
        New York, New York 10017

Bankruptcy Case No.: 04-17525

Type of Business:  The Company is a real estate developer.

Chapter 11 Petition Date: November 24, 2004

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Mark A. Frankel, Esq.
                  Backenroth Frankel & Krinsky, LLP
                  489 Fifth Avenue
                  New York, New York 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544

Total Assets:   $740,000

Total Debts:  $2,852,700

Debtor's 7 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Helen-May Holdings, LLC                     $1,260,000
27 Maple Avenue
Jeffersonville, New York 12748

All Refrigeration and Equipment               $230,000
44 New Utrecht Avenue
Brooklyn, New York 11219

SOS Communications                             $90,000
1281 36th Street
Brooklyn, NY 11218

Heavenly Kosher Cuisine                        $46,000

Mark Terkiltaub                                $15,000

Michael Halberstam                             $10,000

Carol Weingert                                  $1,700


MAXIM CRANE: Wants Solicitation Period Extended Until Feb. 11
-------------------------------------------------------------
Maxim Crane Works, LLC, and its debtor-affiliates ask the U.S.  
Bankruptcy Court for the Western District of Pennsylvania to
extend until February 11, 2005, the period within which only the
Debtors can solicit acceptances of their Third Amended Plan of
Reorganization from their creditors.

Maxim Crane's current exclusive solicitation period is set to
expire on December 13, 2004.

The Company filed its third Amended Plan and Disclosure Statement
on November 9, 2004, and the Court approved the adequacy of their
Disclosure Statement for the third Amended Plan on the same day.

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

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

The Company also asks the Court to allow the December 20, 2004,
voting deadline for voting on the Plan and the December 30, 2004,
confirmation hearing to occur without any unwarranted interference
from any dissident party attempting to derail the Plan process by
filing a competing Plan of Reorganization.

The Debtors contend that their chapter 11 cases are very complex.  
They have four tranches of secured institutional debt that are the
subject of intricate Intercreditor agreements and a fifth tranche
of unsecured institutional debt in addition to the standard
classes of secured, priority, priority tax and general unsecured
claims.

The Court will convene a hearing at 3:00 p.m., on Dec. 28, 2004,
to consider the Company's motion to extend its exclusivity period.

Headquartered in Pittsburgh, Pennsylvania, Maxim Crane Works, LLC  
-- http://www.maximcrane.com/-- is a full service crane rental   
company.  The Company, along with its affiliates, filed for  
chapter 11 protection (Bankr. W.D. Pa. Case No. 04-27861) on  
June 14, 2004.  Douglas Anthony Campbell, Esq., at Campbell &  
Levine, LLC, represents the Debtors in their restructuring  
efforts.  When the Debtors filed for protection from their  
creditors, they estimated debts and assets of over $100 million.  
The Company expects to emerge from Chapter 11 early next year.


MAXIM CRANE: Committee Retains Mesirow as Financial Adviser
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
gave the Official Committee of Unsecured Creditors for Maxim Crane
Works LLC and its debtor-affiliates, permission to retain Mesirow
Financial Consulting, LLC, as its financial adviser.

Mesirow Financial will:

    a) assist the Committee in the review of reports and filings
       as required by the Court or the Office of the U.S. Trustee,
       including schedule of assets and liabilities, statement of
       financial affairs, and monthly operating reports;

    b) review the Debtors' financial information, including
       analyses of cash receipts and disbursements, financial
       statement items and proposed transactions;

    c) review and analyze the reporting cash collateral and any
       debtor-in-possession financing agreements;

    d) evaluate potential employee retention and severance plans;

    e) assist the Committee in identifying and implementing
       potential containment opportunities and asset redeployment
       opportunities;

    f) analyze the assumption and rejection issues regarding
       executory contracts and leases;

    g) review and analyze the Debtors' proposed business plans and
       the general business and financial condition of the
       Debtors;

    h) assist the Committee in evaluating reorganization
       strategies and alternatives available to the creditors;

    i) review the Debtors' financial projections and assumptions
       and assist the Committee in preparing documents necessary
       for the confirmation of a proposed Chapter 11 Plan;

    j) assist the Committee in negotiations and meetings with the
       Debtors' and their bank lenders and give advice on the tax
       consequences of the proposed Plan;

    k) assist the Committee with claims resolution procedures,
       including the analyses of the creditors' claims by type and
       entity and maintenance of a claims database;

    l) provide litigation consulting services and expert witness
       testimony regarding confirmations issues, avoidance actions
       and other related matters; and

    m) provide other services as requested by the Committee and
       its counsel in the Debtors' chapter 11 cases.

Leon Szlezinger, a Senior Managing Director of Mesirow Financial,
disclose that the Firm has not received any retainer for it
services to the Committee.

Mr. Szlezinger reports Mesirow Financial's professionals bill:

    Designation                    Hourly Rate
    -----------                    -----------
    Senior Managing Directors      $ 590 - 650
    Managing Directors               480 - 570
    Senior Vice-Presidents           390 - 450
    Senior Associates                300 - 360
    Associates                       190 - 270
    Paraprofessionals                140

Mesirow Financial assures the Court that it does not represent any
interest adverse to the Committee, the Debtors or their estate.

Headquartered in Pittsburgh, Pennsylvania, Maxim Crane Works, LLC
-- http://www.maximcrane.com/-- is a full service crane rental  
company.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. W.D. Pa. Case No. 04-27861) on
June 14, 2004.  Douglas Anthony Campbell, Esq., at Campbell &  
Levine, LLC, represents the Debtors in their restructuring  
efforts.  When the Debtors filed for protection from their  
creditors, they estimated debts and assets of over $100 million.  
The Company expects to emerge from Chapter 11 early next year.


MERCER'S ENTERPRISES: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Mercer's Enterprises, Inc.
        aka Ocean View Motel
        aka Johnnie Mercers Pier
        P.O. Box 657
        Wrightsville Beach, North Carolina 28480

Bankruptcy Case No.: 04-09168

Type of Business: The Debtor operates a hotel.

Chapter 11 Petition Date: November 24, 2004

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Capital Crossing Bank                                   $797,469
Attn: Manager or Agent
101 Summer Street
Boston, MA 02110

Capital Crossing Bank                                   $517,690
Attn: Manager or Agent
101 Summer Street

Capital Crossing Bank                                   $261,334
Attn: Manager or Agent
101 Summer Street
Boston, MA 02110

New Hanover Co. Tax Coll.     Ad valorem taxes           $63,901

Rountree, Losee & Baldwin                                $40,430

Tek POS                                                   $3,750

Internal Revenue Service      941 Taxes                   $3,638

NC Dept. of Revenue           Sales tax                   $2,592

Brady Tek                                                 $1,360

Piedmont Coca-Cola                                        $1,000

NC Dept. of Revenue           Withholding Taxes             $641

Institution Food House                                      $600

Henry's Bait and Tackle                                     $500

New Hanover Co. Tax Coll.     Occupancy Tax                 $498

Maintenance Supply Co.                                      $250

Otis Elevator                                               $230

Craft American Hardware                                     $191

S&D Coffee                                                  $150

Eddyleon Chocolate Co.                                       $50

Capital Crossing Bank                                    Unknown


MYSTIC BUILDERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Mystic Builders, Inc.
        466 Main Street
        Oxford, Massachusetts 01540

Bankruptcy Case No.: 04-46559

Chapter 11 Petition Date: November 23, 2004

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Raymond A. Desautels, III, Esq.
                  466 Main Street
                  P.O. Box 289
                  Oxford, MA 01540
                  Tel: 508-987-6232

Total Assets: $2,066,000

Total Debts:  $100,000

The Debtor has no unsecured creditors who are not insiders.


NAVITRAK INTERNATIONAL: Closes Asset Sale to Navitrak Nevada
------------------------------------------------------------
Navitrak International Corporation ("Navitrak Ontario") (NEX:
NV.H) reported the completion of the previously announced sale of
all of its operating assets, including its operating subsidiary
Navitrak Engineering International, to Navitrak International
Corporation ("Navitrak Nevada") (OTC: NVKI), a successor to
Blackstone Holdings Corporation, and an arm's length party to
Navitrak Ontario.  Navitrak Nevada is a public company in the
United States with its shares traded on the over the counter
market.

Navitrak Ontario sold all of its operating assets in exchange for,
among other things:

   -- the issuance to Navitrak Ontario of 700,000 shares of
      common stock of Navitrak Nevada;

   -- the discharge of the principal amount and accrued interest
      owing by Navitrak Ontario to holders of secured
      convertible debt and bridge loans in the aggregate of
      approximately $1,482,000;

   -- the payment of approximately $1,500,000, such amount was
      previously advanced to Navitrak Ontario from November
      2003 to October 2004 by Navitrak Nevada and its predecessor
      Blackstone Holdings Corporation and was used by Navitrak
      Ontario for operating requirements;

   -- the payment to Navitrak Ontario of US$10,000 and the
      delivery to Navitrak Ontario of a promissory note for
      US$50,000, with payments of US$10,000 to be made each month
      for the five months beginning on December 15, 2004; and

   -- the assumption of all liabilities of Navitrak Ontario
      by Navitrak Nevada.

Joel Strickland, Chief Executive Officer of Navitrak Ontario
commented, "It has been a long process and we are pleased to close
this transaction as our shareholders and debenture holders will
maintain an ownership stake in the technology and systems
developed by Navitrak Ontario.  We are hopeful that we are
positioned to close the commercial opportunities to sell our
airborne systems that we have developed during the past year."

The shareholders of Navitrak Ontario approved the sale transaction
at the annual and special meeting of shareholders held on April
30, 2004.

As a result of the sale, Navitrak Ontario no longer operates an
ongoing business.  Other than the 700,000 Navitrak Nevada common
shares that it holds, the US$10,000 paid on closing and the
promissory note for US$50,000, Navitrak Ontario does not have any
tangible assets.  The trading of the common shares of Navitrak
Ontario on NEX will be halted pending the fulfillment of certain
conditions, including the reconstitution of the board of directors
of Navitrak Ontario.

Navitrak Ontario also announces that Anthony Meyer and Ian Grant
have resigned from the board of directors of Navitrak Ontario and
Joel Strickland is the sole remaining director of Navitrak
Ontario.

Navitrak Ontario sells Active Maps and Map Activated EO/IR
Turret Control systems used by airborne, marine and ground
personnel, including unmanned vehicles, typically engaged in law
enforcement, military, firefighting and search and rescue missions
or resource and utility services.  Specific mission profiles
include incident or emergency response or surveillance activities.
The system provides tools for end-to-end mission management;
covering planning through to post mission analysis and including a
suite of sophisticated GIS tools.  The digital Active Map based
system integrates with a range of real time sensors, including
sophisticated gimbal camera systems with EO/IR payloads to provide
superior spatial information about extended targets, as well as
the asset upon which the system is installed.  Upon completion of
the transaction, Blackstone will carry on the business currently
conducted by Navitrak Ontario.

At June 30, 2004, Navitrak Ontario's balance sheet shows a deficit
of CN$3,585,185 as compared to a deficit of CN$2,570,590 at
December 31, 2003.


NAVITRAK INTERNATIONAL: Confirms Purchase of Canadian Assets
------------------------------------------------------------
Navitrak International Corporation (Trading Symbol: NVKI), a
successor to Blackstone Holdings Corporation, confirmed this week
that it has completed the acquisition of Navitrak Engineering Inc.
and all of the assets of Navitrak International (Ontario).

Navitrak Engineering, Inc., based in Halifax, Nova Scotia, is a
development stage technology company operating in the aerospace
and aviation industry, with particular focus on defense and public
safety markets.  The Company offers proprietary software products
and systems integration expertise to facilitate primarily airborne
surveillance missions by geo-referencing the images taken by
gimbal stabilized cameras or other sensor equipment.  Navitrak's
products are currently in use by fixed and rotary-wing aircraft
operators executing military, emergency response, fire fighting
and intelligence/surveillance/reconnaissance (ISR) missions.
    
Joel Strickland, President of Navitrak Engineering Inc. stated,
"Being acquired by an American company is a strategic turning
point for us and is expected to increase our ability to compete
for and win new business.  It was also important for us to access
larger capital markets as we believe the homeland defense and
military sector in which our customers belong are beginning to
really understand and demand the value of the systems we can
deliver. We needed a corporate entity that would allow us to
aggressively capitalize on the many opportunities for growth that
we are developing today."

Mr. Knight, President of Navitrak International stated, "I am
delighted to finalize this acquisition for our shareholders.  
Navitrak Engineering's technology is timely and well situated in
the Homeland Security and defense industry. We see many
opportunities to acquire additional technologies or operating
companies that are highly complementary to the core products of
Navitrak."

                 About Navitrak Engineering

Navitrak's ACTIVEmap(TM) real time mission management and sensor
control systems significantly advance the utility of digital maps
and the value of cameras and sensors. ACTIVEmap(TM) is a dynamic
situational awareness system that can be used in manned or
unmanned airborne aircraft, ground based vehicles or handheld
devices.

ACTIVEmap(TM) displays live real time geo-spatial information
about the aircraft and various "targets of interest." Users can
view information about the orientation of the aircraft they are in
(or operating as a UAV) and sensor information like FLIR imagery
(i.e. where the Field of View is) accurately on ACTIVEmap(TM),
providing a real time overview of a military battlefield or
incident response, surveillance, fire fighting or other theatre of
operation.  ACTIVEmap(TM) also controls and direct sensors (e.g.;
FLIR cameras) to interrogate a designated location, at the touch
of the ACTIVEmap(TM).

The ACTIVEmap(TM) synchronizes and geo-references radar,
electronic warfare, sniper detection, and other established
mission enhancing sensor data, and displays them on this one live
pallet of information.



NEXPAK CORP: Judge Kendig Approves Disclosure Statement
-------------------------------------------------------
The Honorable Russ Kendig of the U.S. Bankruptcy Court for the
Northern District of Ohio put his stamp of approval on NexPak
Corporation and its debtor-affiliates' Disclosure Statement
explaining their Second Amended Joint Plan of Reorganization.  

The Debtors are authorized to transmit the Disclosure Statement to
their creditors and to solicit their votes to accept the Plan.

The Court approved the voting and tabulation procedures for the
acceptance or rejection of the Plan, and set December 13, 2004, as
the deadline by which all ballots must be completed and delivered
to Logan & Company, Inc., the Debtors' solicitation and tabulation
agent.  The Court set December 17, 2004, as the deadline by which
all objections to the Plan must filed and served.

The Court will convene a confirmation hearing to consider the
merits of the Plan at 10:00 a.m., on December 20, 2004.

The Debtors' filed their original Joint Plan of Reorganization on
July 18, 2004, then filed an amended Plan on October 11, 2004, and
the second amended Plan was filed together with the Disclosure
Statement on November 10, 2004.

The Debtors' Plan provides for lenders under the Prepetition
Credit Facility, holding approximately $145 million of Secured
Claims, to convert their Bank Loan Claims into interests in a $37
million New Subordinated Term Loan.  The balance of their Secured
Claims will be converted into 100% of the equity in Reorganized
NexPak Corporation.

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

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

Headquartered in Uniontown, Ohio, NexPak Corporation, --  
http://www.nexpak.com/-- manufactures and supplies standard and   
custom packaging for DVD, CD, video, audio, and professional media  
formats.  The Company filed for chapter 11 protection on
July 18, 2004 (Bankr. N.D. Ohio Case No. 04-63816). Ryan Routh,
Esq., and Shana F. Klein, Esq., at Jones Day represent the Debtors
in their restructuring efforts.  When the Company filed for
protection from its creditors, it reported approximately
$101 million in total assets and total debts approximating
$209 million.


NEXPAK Corp: Has Until Plan Confirmation to Make Lease Decisions
----------------------------------------------------------------
NexPak Corporation and its debtor-affiliates have until the
confirmation of their Plan of Reorganization to elect to assume,
assume and assign, or reject their unexpired nonresidential real
property leases.

The confirmation hearing for their proposed Chapter 11 Plan is
scheduled for December 20, 2004.

The Debtors relate that they are parties to ten unexpired leases
at this time that primarily consist of their manufacturing
facilities, office space, warehouse facilities, railway facilities
and parking lots.

Under the Debtor's proposed Plan, most or all of the unexpired
leases will be assumed on their current terms, or as modified by
agreement between the Debtors, the lessors and other parties in
interest connected with the unexpired leases.  

The Debtors explain that the extension will give them more time to
make a final and thorough analysis about the leases in relation to
the resulting benefits expected under the proposed Plan and make
prudent decisions that will benefit them and other parties in
interest.

The extension will not prejudice the lessors under the leases as
the Debtors continue to perform all of their current obligations,
including payment of postpetition rent dues as required by Section
365(d)(3) of the Bankruptcy Code, NexPak says.  Additionally, any
landlord is free to come to court to ask that the Debtors make an
earlier decision.  

Headquartered in Uniontown, Ohio, NexPak Corporation, --  
http://www.nexpak.com/-- manufactures and supplies standard and   
custom packaging for DVD, CD, video, audio, and professional media  
formats.  The Company filed for chapter 11 protection on
July 18, 2004 (Bankr. N.D. Ohio Case No. 04-63816). Ryan Routh,
Esq., and Shana F. Klein, Esq., at Jones Day represent the Company
in its restructuring efforts.  When the Company filed for
protection from its creditors, it reported approximately
$101 million in total assets and total debts approximating
$209 million.


OAKWOOD MORTGAGE: Moody's Reviewing Ratings & May Downgrade
-----------------------------------------------------------
Moody's Investors Service is placing under review for possible
downgrade the ratings on certain senior and mezzanine certificates
of Oakwood's manufactured housing securitizations.  In total 12
transactions are affected.

Moody's previously downgraded the ratings on certificates of 18
Oakwood securitizations in March 2004.  The rating actions were
triggered by the weaker-than-anticipated performance of Oakwood's
pools and the resulting erosion in credit support.

The current review is prompted by the continued deterioration in
performance of the pools.  The repossessions and loss severities
remain high resulting in higher losses.  As a result of the weak
performance, subordinate classes of many of the pools have been
completely written down.

The transactions are currently being serviced by Vanderbilt ABS
Corp. and subserviced by Vanderbilt Mortgage and Finance, Inc.  
The assets of Oakwood were acquired by Clayton Homes in 2004.

The complete ratings action is as follows:

   * Oakwood Mortgage Investors, Inc. Senior/Subordinated Pass-
     Through Certificates (with original certificate balances)

     Series 1998-C

     -- $239.608 mil., 6.45% Class A, rated Baa1, on review for
        possible downgrade

     -- $7.625 mil., Adjustable Rate Class A-1, rated Baa1, on
        review for possible downgrade

     -- $23.178 mil., 6.78%, Class M-1, rated Caa3, on review for
        possible downgrade

     Series 1998-D

     -- $238.36 mil., 6.40% Class A, rated Baa3, on review for
        possible downgrade

     -- $6.023 mil., Adjustable Rate Class A-1, rated Baa3, on
        review for possible downgrade

     Series 1999-A

     -- $44.300 mil., 5.89% Class A-2, rated Baa2, on review for
        possible downgrade

     -- $22.800 mil., 6.09% Class A-3, rated Baa2, on review for
        possible downgrade

     -- $53.193 mil., 6.65% Class A-4, rated Baa2, on review for
        possible downgrade

     -- $100.000 mil., 6.34% Class A-5, rated Baa2, on review for
        possible downgrade

     Series 1999-B

     -- $15.337 mil., 7.18% Class M-1, rated Ca, on review for
        possible downgrade

     Series 2000-C

     -- $189.284 mil., 7.72% Class A-1, rated Ba2, on review for
        possible downgrade

     -- $ 26.660 mil., 8.49% Class M-1, rated Ca, on review for
        possible downgrade

     Series 2000-D

     -- $41.440 mil., 6.74% Class A-2, rated B3, on review for
        possible downgrade

     -- $20.650 mil., 6.99% Class A-3, rated B3, on review for
        possible downgrade

     -- $40.166 mil., 7.40% Class A-4, rated B3, on review for
        possible downgrade

     Series 2001-B

     -- $41.8 mil., LIBOR+0.375%, Class A-2, rated Baa2, on review
        for possible downgrade

     -- $29.7 mil., 6.535%, Class A-3, rated Baa2, on review for
        possible downgrade

     -- $24.94 mil., 7.21%, Class A-4, rated Baa, on review for
        possible downgrade

     -- $27.575 mil., 7.92% Class M-1, rated Ca, on review for
        possible downgrade

     Series 2001-C

     -- $42.800 mil., 5.16% Class A-1, rated Caa1, on review for
        possible downgrade

     -- $35.100 mil., 5.92% Class A-2, rated Caa1, on review for
        possible downgrade

     -- $16.100 mil., 6.61% Class A-3, rated Caa1, on review for
        possible downgrade

     -- $26.869 mil., 7.41% Class A-4, rated Caa1, on review for
        possible downgrade

     Series 2001-D

     -- $53.140 mil., 1M LIBOR+0.15% Class A-1, rated Ba2, on
        review for possible downgrade

     -- $45.190 mil., 5.26% Class A-2, rated Ba2, on review for
        possible downgrade

     -- $20.340 mil, 5.90% Class A-3, rated Ba2, on review for
        possible downgrade

     -- $39.076 mil, 6.93% Class A-4, rated Ba2, on review for
        possible downgrade

     -- Notional, 6.00% Class A-IO, rated Ba2, on review for
        possible downgrade

     -- $19.155 mil, 7.38% Class M-1, rated Ca, on review for
        possible downgrade

     Series 2001-E

     -- $39.400 mil., 1M LIBOR + 0.30%, Class A-1, rated Ba3, on
        review for possible downgrade

     -- $34.300 mil., 5.05% Class A-2, rated Ba3, on review for
        possible downgrade

     -- $10.500 mil., 5.69% Class A-3, rated Ba3, on review for
        possible downgrade

     -- $36.287 mil., 6.81% Class A-4, rated Ba3, on review for
        possible downgrade

     -- Notional, 6.00% Class A-IO, rated Ba3, on review for
        possible downgrade

     -- $16.352 mil, 7.56% Class M-1, rated Ca, on review for
        possible downgrade

     Series 2002-A

     -- $36.3 mil. 1M LIBOR+0.25% Class A-1, rated Ba3, on review
        for possible downgrade

     -- $30.6 mil. 5.01% Class A-2, rated Ba3, on review for
        possible downgrade

     -- $13.9 mil 6.03% Class A-3, rated Ba3, on review for
        possible downgrade

     -- $23.99 mil. 6.97% Class A-4, rated Ba3, on review for
        possible downgrade

     Series 2002-B

     -- $62.3 mil. 1M LIBOR+0.23% Class A-1, rated Ba1, on review
        for possible downgrade

     -- $50.2 mil. 5.19% Class A-2, rated Ba1, on review for
        possible downgrade

     -- $22.5 mil 6.06% Class A-3, rated Ba1, on review for
        possible downgrade

     -- $31.81 mil. 7.09% Class A-4, rated Ba1, on review for
        possible downgrade


OWENS MFG. & SPECIALTY: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Owens Mfg. & Specialty Company
        P.O. Box 1167
        Youngsville, Louisiana 70592

Bankruptcy Case No.: 04-52873

Chapter 11 Petition Date: November 24, 2004

Court: Western District of Louisiana (Opelousas)

Debtor's Counsel: John W. Hutchison, Esq.
                  Voorhies & Labb‚, PLC
                  P.O. Box 3527
                  Lafayette, LA 70502
                  Tel: 337-232-9700

Total Assets: $105,781

Total Debts:  $3,988,500

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


PACIFIC MAGTRON: Liquidity Concerns Trigger Going Concern Doubt
---------------------------------------------------------------
Pacific Magtron International Corporation incurred a net loss
applicable to common shareholders of $1,054,500 for the nine
months ended September 30, 2004 and $2,896,600 for the year ended
December 31, 2003.  The Company also used cash of $984,500 in
operating activities for the nine months ended September 30, 2004.
As of September 30, 2004, the Company also had a working capital
deficiency of $644,400 and an accumulated deficit of $1,527,300.
During 2003, the Company also triggered a redemption provision in
its Series A Redeemable Convertible Preferred Stock agreement and
as a result, has increased the value of the stock to its
redemption value and reclassified to a current liability.  In
addition, the Company violated certain of its debt covenants,
which violations have been subsequently waived.  Based on
anticipated future results, it is probable that the Company will
be out of compliance with certain of the covenants in future
quarters.  If this were to occur and waivers for the violations
could not be obtained, the Company's inventory flooring line might
be terminated and loan payments on its inventory flooring line and
mortgage loan might be accelerated.

These conditions raise substantial doubt about the Company's
ability to continue as a going concern.  The Company's ability to
continue as a going concern is dependent upon it achieving
profitability and generating sufficient cash flows to meet its
obligations as they come due. Management believes that the
Company's downsizing and its continued cost-cutting measures to
reduce overhead and an improving economy will enable it to achieve
profitability.

Headquartered in Milpitas, California, Pacific Magtron is a
wholesale distributor and solution provider of a wide range of
computer related hardware components and software for personal
computers.  


PICO INVESTMENT: List of 5 Largest Unsecured Creditors
------------------------------------------------------
Pico Investment Group, LLC released a list of its 5 Largest
Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
David B. Waine                Second Deed of Trust      $300,000
176 N. Freeman Road           Secured Value:
Tucson, AZ 85732              $450,000

Larry and Margo Newhouse      Unsecured Loan            $211,765
c/o Craig L. Cline, Esq.
Gabroy, Rollman & Bosse PC
3507 N. Campbell Ave.
Suite 111
Tucson, AZ 85719

Morton Portnoy                Third Deed of Trust       $150,000
44 Strawberry Hill Ave.
Apt. 6K
Stanford, CT 06902

Beth Ford                                                 $7,617

Beth Ford                                                 $5,565

Headquartered in Tucson, Arizona, Pico Investment Group, LLC filed
for chapter 11 protection (Bankr. D. Ariz. Case No. 04-05869) on
November 19, 2004.  Matthew R.K. Waterman, Esq., at Waterman &
Waterman, PC, represents the Company in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it
estimated assets of over $500,000 and debts of more than
$1 million.


PEGASUS SATELLITE: Gets Court Nod to Preserve Pacts with KB Prime
-----------------------------------------------------------------
The Pegasus Satellite Communications, Inc. and its debtor-
affiliates want to preserve a complex series of agreements with
KB Prime Media, LLC, and its principals, W.W. Keen Butcher and
Guyon W. Turner, pending the auction and ultimate sale of the
Debtors' broadcast television assets.

Certain of the Debtors are parties to various executory contracts
with KB Prime that allow them to operate and retain the revenue
from KB Prime's television stations.  As part of this
relationship, Pegasus Satellite Communications, Inc., provides and
maintains collateral support in respect of the outstanding
principal amount of loans made by Wachovia Bank National
Association to Messrs. Butcher and Turner, which financed KB
Prime's television station acquisitions and fund KB Prime's
current operations.

Mr. Butcher is a borrower under an amended promissory note dated
April 1, 2004, and payable to Wachovia in the principal amount of
up to $8,500,000, and Mr. Turner is a borrower under that certain
amended promissory note dated March 31, 2004, and payable to
Wachovia in the principal amount of up to $250,000.

In exchange for the collateral support, PSC was granted an
exclusive and irrevocable option to acquire from KB Prime any or
all broadcast station licenses, permits, and the equity interests
or assets of KB Prime, in whole or in part, exercisable when
permitted by the rules, policies or decisions of the Federal
Communications Commission.

The option price for each KB Prime station is based on

     (i) the cost attributed to the applicable station;

    (ii) compound interest at a rate equal to the borrowing
         interest rate of KB Prime -- 2.6% as of
         December 31, 2003 -- plus 3%; and

   (iii) an allocable portion of KB Prime's corporate expenses.

The option price is increased by the amount of any additional
borrowings made by Messrs. Butcher and Turner under the Wachovia
Notes to cover specified costs of KB Prime, excluding interest on
the notes.

Prior to the Petition Date, PSC exercised its options to acquire
certain of KB Prime's station licenses and related broadcast
assets for cash and entered into asset purchase agreements that
provide for the transfer of those assets upon FCC approval.  The
Debtors anticipate moving to assume those asset purchase
agreements and certain related agreements in connection with the
auction of the Debtors' broadcast television assets.  However,
recent events threaten the stability of KB Prime and its
principals, Messrs. Butcher and Turner, and have compelled the
Debtors to seek to preserve the Agreements in advance of the
Debtors' auction process.

By virtue of PSC's Chapter 11 filing, Messrs. Butcher and Turner
are in default under the Wachovia Notes.  Just recently Wachovia
issued separate default notices to Messrs. Butcher and Turner and
stated that it will soon enforce its rights and remedies under the
Wachovia Notes.  Unless Wachovia withdraws its default notices and
restores access to further credit under the Wachovia Notes -- two
highly improbable events -- KB Prime, Mr. Butcher and Mr. Turner
threaten to file petitions for bankruptcy relief, which would
imperil PSC's valuable option to acquire the station licenses and
related broadcast assets.  The Debtors, in close cooperation with
the Official Committee of Unsecured Creditors, have devoted a
substantial amount of time and resources to broker a standstill
among Wachovia, Mr. Butcher, Mr. Turner and the Debtors, but have
met with little success.

Accordingly, the Debtors seek the United States Bankruptcy Court
for the District of Maine's authority to:

     (i) take an assignment of the Wachovia Notes pursuant to a
         certain Loan Sale Agreement between PCC and Wachovia, and
         to continue to provide funding under those notes; and

    (ii) submit amendments to the three applications pending with
         the FCC confirming that the Debtors and their estates
         have sufficient funds available to consummate the
         transactions and operate the stations as contemplated
         under the Asset Purchase Agreements.

Among other things, the Loan Sale Agreement provides that
Wachovia agrees to sell, and PSC agrees to purchase, the Wachovia
Notes and certain related instruments, agreements, and documents,
as well as any and all extensions and amendments to the Wachovia
Notes for a purchase price equal to the sum of the principal and
interest outstanding under the Wachovia Notes on the Closing
Date, together with all fees and costs of Wachovia as authorized
under the Wachovia Notes and the Loan Documents.  At the Closing,
Wachovia will deliver to PSC:

     (i) a Blanket Assignment of Loan Documents executed by an
         authorized officer of Wachovia;

    (ii) the original Wachovia Notes, and all other original
         Loan Documents in Wachovia's possession, and Wachovia
         will also deliver to PSC, including by cancellation or
         termination of the Security Agreement and the Control
         Agreement, any and all Collateral in Wachovia's
         possession and Wachovia will follow PSC's instructions
         for disposition of the Collateral; and

   (iii) the Loan Documents free and clear of all liens and
         encumbrances.

                           *     *     *

Judge Haines approves the Debtors' request.

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)


PENNSYLVANIA PUBLIC: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Pennsylvania Public School Health Care Trust
        PO Box 10768
        Harrisburg, Pennsylvania 17105

Bankruptcy Case No.: 04-06867

Type of Business:  The Company is a health care trust.

Chapter 11 Petition Date: November 16, 2004

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert E Chernicoff, Esq.
                  Cunningham & Chernicoff PC
                  2320 North Second Street
                  PO Box 60457
                  Harrisburg, Pennsylvania 17106-0457
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

    Entity                       Nature Of Claim    Claim Amount
    ------                       ---------------    ------------
Western Consortium                                      $655,493
c/o Midwestern Intermediate UN
453 maple Street
Grove City, Pennsylvania 16127

PNC Bank                         Line of Credit         $374,538
Commercial Loan Operations
PO Box 747046
Pittsburgh, Pennsylvania 15274

Athens School District                                  $126,471
204 Willow Street
Athens, Pennsylvania 18810

Williamsport School District                             $92,014

Medical Mutual of Ohio           Claims                  $67,986

Health Care Strategies, Inc.                             $35,807

Blackhawk School District        Administration Fees     $32,510

Loomis                           Claims                  $12,041

Internal Revenue Service         Taxes                    $4,300

Loomis                           Claims                   $3,876

Blackhawk School District        Cobra                    $2,000


ROBOTIC VISION: Look for Bankruptcy Schedules by Dec. 20
--------------------------------------------------------
At the Debtors' behest, the Honorable Judge Michael J. Deasy of
the United States Bankruptcy Court for the District of New
Hampshire, Manchester Division, gave Robotic Vision Systems, Inc.,
and its debtor-affiliate until Dec. 20, 2004, to file their
schedules of assets and liabilities, schedules of current income
and expenditures, schedules of executory contracts and unexpired
leases and statement of financial affairs.

The Debtors explained that due to the size and complexity of their
businesses, they need more time to compile the necessary
information to accurately complete the schedules and statement of
financial affairs.

The Debtors assured the Court that the extension will not
prejudice the creditors or any parties in interest.

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


ROPER INDUSTRIES: S&P Puts BB+ Ratings on CreditWatch Developing
----------------------------------------------------------------
Standard & Poor's Ratings Services' 'BB+' corporate credit and
other ratings on Roper Industries Inc. remain on CreditWatch with
developing implications where they were placed on Oct. 7, 2004.  
On that date, the diversified industrial company announced it
would acquire TransCore Holdings Inc. from an investor group led
by KRG Capital Partners LLC in a transaction valued at
approximately $600 million.

In addition, Standard & Poor's assigned its 'BB+' secured bank
loan rating to the company's proposed $955 million senior secured
credit facilities due in 2009 and also assigned a recovery rating
of '4', indicating the likelihood of a marginal (25%-50%) recovery
of principal in the event of a default.  The rating on this issue
is placed on CreditWatch with developing implications.

Standard & Poor's also assigned its preliminary 'BB-' senior
unsecured debt rating to Roper's $500 million universal shelf
registration filed under Rule 415.  This issue is also placed on
CreditWatch with developing implications.  Proceeds from the sale
of debt and equity under this offering would be used for general
corporate purposes, repayment of debt, and for capital investments
and to fund working capital requirements, and financing
acquisitions.

"We expect to affirm the 'BB+' corporate credit rating and assign
a positive outlook once the transaction closes in mid December
2004 and the company completes a $250 million planned equity
offering," said Standard & Poor's credit analyst John Sico.  "If
the equity offering does not proceed as planned and does not occur
in a timely manner, the ratings could be lowered one notch."

Duluth, Georgia-based Roper Industries is a diversified industrial
company providing engineered products and solutions for global
niche markets, with pro forma sales of about $1.3 billion.  It
benefits from technological leadership, high profit margins, and
low capital expenditures because of its light asset base.

The $955 million secured bank facility includes a $300 million
five-year revolving credit facility and a $655 million five-year
term loan that is guaranteed by all domestic and certain foreign
subsidiaries of Roper.  It is secured by a first-priority
perfected security interest in all tangible and intangible
properties and assets of Roper or the guarantors, which were about
$1.5 billion as of Sept. 30, 2004, with intangibles representing
two-thirds of the total asset base.

Financial covenants include an EBITDA interest coverage ratio and
a total debt to EBITDA ratio.  Negative covenants restrict capital
expenditures, mergers and acquisitions, asset sales, investments,
and other indebtedness.  The amortizations are expected to be
modest in the first few years followed by increasing amortizations
thereafter.


RURAL/METRO: Applies for Relisting on Nasdaq SmallCap Market
------------------------------------------------------------
Rural/Metro Corporation (OTCBB: RURL) applied for relisting of its
common stock on the Nasdaq SmallCap Stock Market.

The Nasdaq Listing and Hearing Review Council recently notified
the Company that it had reversed the Nasdaq Listing Qualification
Panel's decision to delist the Company's securities from the
SmallCap Market based on events subsequent to the Panel's decision
and remanded the matter to the Panel for further consideration.

In order to relist its common stock, the Company must apply for
relisting under the SmallCap Market's initial listing standards.  
The Listing Council stated that the Company must evidence
compliance with all requirements for initial listing on the
SmallCap Market, except that it must demonstrate a minimum bid
price of $1, instead of the $4 initial minimum bid price normally
required. Today, the Company's shares closed at $3.20.

The Company's common stock will continued to trade on the OTC
Bulletin Board pending Nasdaq's review of the Company's relisting
application.  There can be no assurance as to the timing and
outcome of Nasdaq's review.

                        About the Company

Rural/Metro Corporation provides emergency and non-emergency
medical transportation, fire protection, and other safety services
in 23 states and more than 400 communities throughout the United
States.

At Sept. 30, 2004, Rural/Metro Corp.'s balance sheet showed a
$187,715,000 stockholders' deficit, compared to a $192,226,000
deficit at June 30, 2004.


RYERSON TULL: Offering $150M of Sr. Notes via Private Placement
---------------------------------------------------------------
Ryerson Tull, Inc. (NYSE: RT) intends to privately offer, subject
to market conditions and other factors, $150 million aggregate
principal amount of senior notes due 2011.

The offering will be made only to qualified institutional buyers
in accordance with Rule 144A under the Securities Act of 1933 and
to persons outside the United States in compliance with Regulation
S under the Securities Act.  The Company intends to use the net
proceeds to repay borrowings under its revolving credit facility.

The notes will pay interest semi-annually and will be guaranteed
by one of the Company's subsidiaries, Ryerson Tull Procurement
Corporation, on a senior unsecured basis.

The notes and the subsidiary guarantee will not be registered
under the Securities Act, or any state securities laws, and unless
so registered, may not be offered or sold in the United States
except pursuant to an exemption from the registration requirements
of the Securities Act and applicable state laws.  This press
release does not constitute an offer, offer to sell, or
solicitation of an offer to buy any securities.

                        About the Company

Ryerson Tull, Inc. is North America's leading distributor and
processor of metals, with 2003 revenues of $2.2 billion.  The
company services customers through a network of service centers
across the United States and in Canada, Mexico, and India.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 03, 2004,
Moody's Investors Service placed its ratings for Ryerson Tull,
Inc. under review for possible downgrade in connection with
Ryerson's planned acquisition of Integris Metals Inc. from Alcoa
and BHP Billiton.  The review anticipates that the acquisition
will increase Ryerson's leverage beyond levels associated with its
current Ba3 senior implied rating.  Ryerson is acquiring Integris
for $660 million, comprising $410 million in cash and the
assumption of approximately $250 million of debt.  Ryerson has
indicated that the initial funding for the acquisition will come
from cash on hand and borrowings under a new secured credit
facility.  Subject to market conditions, a portion of these
borrowings may be refinanced through a debt or equity offering.
The acquisition is expected to close in early 2005.

These ratings were placed under review for possible downgrade:

   * Ba3 senior implied,
   * B1 senior unsecured issuer rating, and
   * B1 for the $100 million of 9.125% senior unsecured notes due
     2006.


SAYBROOK POINT: Moody's Junks $18M Class C Senior Secured Notes
---------------------------------------------------------------
Moody's Investors Service downgraded three classes of notes issued
by Saybrook Point CBO I, Ltd.:

   (a) from Aaa to Aa1, the U.S. $252,000,000 Class A Floating
       Rate Senior Secured Notes, due 2031;

   (b) from Aa2 to A2, the U.S. $18,000,000 Class B Floating Rate
       Senior Secured Notes, due 2036; and

   (c) from Baa2 to Caa1, the U.S. $18,000,000 Class C Fixed Rate
       Senior Secured Notes, due 2036.

The three classes of notes will be removed from watchlist for
possible downgrade.

According to Moody's, its rating action today is the result of
deterioration in the credit quality of the underlying collateral
pool.  Moody's noted that, as of the October 2004 monthly report
on the transaction, the weighted average rating factor of the
collateral pool is 1422.78 (compared to the Maximum Weighted
Average Rating Factor covenant of 500) and that 27.4113% of the
collateral pool has a Moody's rating of Ba1 or lower.

Rating Action:     Downgrade

Issuer:            Saybrook Point CBO, Ltd.

Class Description: U.S. $252,000,000 Class A Floating Rate Senior
                   Secured Notes, due 2031

Rating:            Aa1

Class Description: U.S. $18,000,000 Class B Floating Rate Senior
                   Secured Notes, due 2036

Rating:            A2

Class Description: U.S. $18,000,000 Class C Fixed Rate Senior
                   Secured Notes, due 2036

Rating:            Caa1


THISTLE MINING: John Brown Departs as Group Finance Director
------------------------------------------------------------
Thistle Mining Inc. (TSX: THT and AIM: TMG) reported the departure
of John Brown as Group Finance Director, with immediate effect.

As reported in the Troubled Company Reporter on Nov. 2, 2004,
Thistle Mining disclosed it received written notification of
default from Standard Bank on its credit facilities.  "The Company
is currently in discussions with the Bank to remedy this
situation," the Company says.

Thistle Mining -- http://www.thistlemining.com-- says its goal is  
to become one of the fastest gold mining growth operations in the
world.  Thistle has focused on acquiring companies with
established reserves and will not be developing green field sites.
The company operations in South Africa and Kazakhstan are in
production, while the Masbate project in the Philippines is
forecast to commence production in the latter half of 2005.

At June 2004, the Company owed $5.6 million to Standard Bank under
its credit facility.  The Company also has $24 million of 10%
convertible loan notes outstanding.  The Toronto-based company has
posted recurring losses since 1999.


THOMAS & BETTS: Moody's Revises Outlook on Ba1 Rating to Positive
-----------------------------------------------------------------
Moody's Investors Service affirmed Thomas & Betts Corporation's
Ba1 senior unsecured rating and has revised the company's rating
outlook to positive from stable.

The positive rating outlook reflects Moody's expectation that
Thomas & Betts will continue to benefit from initiatives to offset
rising raw materials costs and will improve operating efficiencies
and liquidity.  The company's improving financial performance and
liquidity are evidenced in year over year 11% organic revenue
growth (excluding benefits from foreign currency), improved
operating margins in excess of 8%, rising free cash flow
approximating $100 million for the trailing twelve months ended
September 30, 2004, and a $336 million cash balance, which has
grown by $84 million since March 31, 2004 (including $21 million
received for an asset sale).

Thomas & Betts' Ba1 rating reflects its diverse base of clients
and indirect channel distribution partners in commercial and
industrial electrical components and steel structures markets,
stability from steady maintenance, repair and overhaul sales, and
moderate debt leverage, as measured by 18% trailing twelve month
free cash flow to debt at September 30, 2004.

A rating upgrade is possible in the next 12 to 18 months if the
company sustains operating profitability of 8% or more across its
electrical components and steel structures businesses, achieves an
EBIT return on assets (excluding an approximate $100 million
investment in Leviton, from which TNB receives no income, and
deferred tax assets) of 10% or more, achieves in excess of 19%
free cash flow to debt, and improves the quality of its alternate
external liquidity sources via replacement of its secured credit
facilities with unsecured facilities.

Conversely, a reduction in profitability or reversal of the
company's measured appetite for acquisitions and share
repurchases, such that free cash flow to debt falls below 10%
could result in downward rating pressure.

Moody's expects Thomas & Betts' price increases will continue to
offset the impact of rising raw materials costs.  Although the raw
material costs have increased over the last year, the company's
gross margins have consistently approximated 28%, assisted by both
price increases and improved sales volumes.  Revenues in the steel
structure segment (approximately 10% of total sales) improved
significantly to $42 million for fiscal third quarter 2004 from
their $20 million to $30 million quarterly range over the past
several years.  Moody's notes that hurricane-related activity
benefited structures' third quarter sales by approximately
$5 million.  Increased spending by utilities should continue to
support structures' quarterly revenues above $30 million.

Cash and liquid investments at September 30, 2004 totaled
$336 million, the majority of which is domiciled in the U.S.  In
addition, the company has about $185 million external available
liquidity from undrawn, secured revolving credit facilities
(expiring June 2006).  The company has no significant debt
maturities until 2006 when $151 million 6.5% senior unsecured
notes mature.

Thomas & Betts Corporation, headquartered in Memphis, Tennessee,
manufactures and markets components and connectors for the
worldwide electrical and communications markets.  The company is
also a leading provider of electrical transmission towers and
industrial heating units.


TRUMP HOTELS: Wants to Hire Schwartz Tobia As Co-Counsel
--------------------------------------------------------
Trump Hotels & Casino Resorts, Inc. and its debtor-affiliates seek
the authority of U.S. Bankruptcy Court for the District of New
Jersey to employ Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., as their bankruptcy co-counsel, nunc pro tunc to the
bankruptcy petition date.

In 1991 and 1992, Schwartz, Tobia formerly represented various
Trump debtor entities in bankruptcy proceedings filed in the
Court.  In addition, Schwartz, Tobia also previously provided
representation to the Trump Taj Mahal Casino Resorts in the
termination of its lease agreement with All Star Cafe.

From and after April 20, 2004, Schwartz, Tobia's corporate
bankruptcy, restructuring and litigation 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, Schwartz, Tobia's
attorneys have become familiar with the complex factual and legal
issues that will have to be addressed in these cases.

Schwartz, Tobia is expected to:

    -- advise the Debtors of their powers and duties as debtors-
       in-possession in the continued operation of their
       businesses and management of their properties;

    -- assist, advise and represent the Debtors in their
       consultations with creditors regarding the administration
       of these cases;

    -- provide 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;

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

    -- represent the Debtors at hearings on matters pertaining to
       their affairs as debtors-in-possession;

    -- prosecute and defend 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 hereafter seek to employ special litigation counsel;

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

    -- take necessary action to protect and preserve the Debtors'
       estates; and

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

Schwartz, Tobia has received a $150,000 advance payment for its
engagement prepetition.  As of the Petition Date, $10,234 remained
in the retainer subject to final reconciliation of fees and costs
incurred prior to the Petition Date.

Schwartz, Tobia 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        $365 - $475
                Associates      $185 - $400
                Law Clerks      $135
                Paralegals      $135 - $150

           Partners Expected to be Most Active

                                Hourly Rate
                                -----------
           Charles A. Stanziale     $475

           Associates Expected to be Most Active

                                Hourly Rate
                                -----------
                William N. Stahl    $400
                Roger C. Ward       $375
                Donald J. Crecca    $375
                Jeffrey T. Testa    $285
                Kim M. Diddio       $210

           Paralegals Expected to be Most Active

                                Hourly Rate
                                -----------
                Cecelia Beirne      $150
                Joan Koch           $135
                Linda Restivo       $135

Charles A. Stanziale, Jr., Esq., at Schwartz, Tobia, Stanziale,
Sedita & Campisano, P.A., in Montclair, New Jersey, 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. Stanziale asserts that Schwartz, Tobia and each of its
partners, associates and other attorneys is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

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: Wants to Maintain Existing Bank Accounts
------------------------------------------------------
Prior to the bankruptcy petition date, Trump Hotels & Casino
Resorts, Inc. and its debtor-affiliates utilized a centralized
cash management system at each of the Trump Taj Majal, Trump
Plaza, Trump Marina and Trump Indiana.  The Hotel Properties
maintain accounts with Commerce Bank, Sun National Bank,
Mercantile Bank and Credit Suisse First Boston.

Each of the Debtors' Hotel Properties maintains a separate cash
management system to carry on daily operations.  Each Debtor's
bank account structure consists of deposit accounts, a
concentration account and several "zero-balance" accounts for
making disbursements and receiving deposits.  Separate accounts
exist for payroll, casino cage disbursements, wire transfer,
casino deposits, hotel deposits, hotel credit card deposits,
non-gaming check cashing, non-gaming Telecheck returns, casino
returns, hotel returns, and state lottery sales.

Trump Indiana does not maintain separate accounts for hotel
deposits, casino returns, hotel returns, state lottery sales or
non-gaming check cashing or returns.  Trump does maintain separate
accounts for Certegy gaming check cashing and returns.

On a daily basis, all funds in the deposit accounts are sent to
the relevant concentration accounts, Robert A. Klyman, Esq., at
Latham & Watkins, LLP, in Los Angeles, California, tells the
Court.  Every morning, the finance department at each Hotel
Property receives deposit summary sheets showing all deposits from
the prior day.  "They then determine the cash needs for the day
and prepare the necessary funding for accounts payable, payroll,
and other casino disbursements and cause the necessary amounts to
be transferred from the concentration account to the appropriate
operational account," Mr. Klyman says.

On a periodic basis, the Debtors that own the Hotel Properties
send any cash in excess of minimum operating cash requirements to
investment accounts held by their holding companies, which
accounts are held at CFSB.  Excess cash at each operating property
is maintained in concentration accounts.  Cash in the operating
property concentration accounts is then either transferred to a
CSFB consolidation account at the holding company level or
maintained in overnight deposit accounts at the operating property
level.  Funds at the holding company level are then either:

    (i) transferred to the holding company's Commerce Bank
        checking account and disbursed to pay expenses of the
        holding company, or

   (ii) transferred to a U.S. Bank Trust account to pay the
        interest due on notes, or

  (iii) in Trump Atlantic City Associates' case, transferred as
        needed to the THCR Holdings, L.P. CSFB account.

According to Mr. Klyman, the Office of the United States Trustee
has established operating guidelines for debtors-in-possession to
supervise the administration of Chapter 11 cases.  These
guidelines require Chapter 11 debtors to, among other things:

    -- close all existing bank accounts and open new debtor-in-
       possession bank accounts,

    -- establish one debtor-in-possession account for all estate
       monies required for the payment of taxes, including payroll
       taxes,

    -- maintain a separate debtor-in-possession account for cash
       collateral, and

    -- obtain checks for all debtor-in-possession accounts that
       bear the designation "debtor-in-possession," the bankruptcy
       case number, and the type of account.

These requirements are designed to provide a clear line of
demarcation between prepetition and postpetition transactions and
operations and prevent the inadvertent postpetition payment of
prepetition claims.

The Debtors seek a waiver of the requirement that new bank
accounts replacing all of their existing Accounts be opened as of
the Petition Date.  The Debtors believe that this requirement
would unnecessarily disrupt their business and impair their
efforts to preserve the value of their estate and reorganize in an
efficient manner.  In particular, because the Debtors process
large amounts of cash on a daily basis, any disruption to the cash
management system would seriously harm the Debtors.

The Debtors believe that only if the Accounts are continued in
their current form can the reorganization process through chapter
11 be achieved in an efficient and cost-effective manner.  The
Debtors will ensure that appropriate procedures are in place so
that checks issued prior to the Petition Date, but presented after
the Petition Date, will not be honored absent approval from the
Court.  The Debtors will also maintain records of all postpetition
transfers within the cash management system, so that all transfers
and transactions will be documented in their books and records to
the same extent that information was maintained by the Debtors
prior to the Petition Date.

Accordingly, the Debtors ask Judge Wizmur that the Accounts be
maintained in the ordinary course of business, provided that no
prepetition checks, drafts, wire transfers or other forms of
tender that have not yet cleared the relevant drawee bank as of
the Petition Date will be honored unless authorized by separate
Court order.

                         *     *     *

The Court dispenses with and waives the requirement that the
Debtors establish new bank accounts as of the Petition Date.  
Judge Wizmur authorizes the Debtors to maintain and continue to
use all of their corporate bank accounts in existence on the
Petition Date.

All banks at which the Accounts are maintained are authorized and
directed to continue to service and administer the Accounts as
accounts of the Debtors as debtor-in-possession, without
interruption and in the ordinary course, and to receive, honor and
pay any and all checks and drafts drawn on the Accounts provided,
however, that no checks or drafts issued on these Accounts prior
to the Petition Date shall be honored by the banks except as
otherwise ordered by the Court.

The Order will expire on February 20, 2004, unless the United
States Trustee will agree in writing that the Order may become a
final order.

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, P.A.
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: Can Honor Prepetition Employee Obligations
--------------------------------------------------------
Robert A. Klyman, Esq., at Latham & Watkins LLP, in Los Angeles,
California, relates that as of October 31, 2004, Trump Hotels &
Casino Resorts, Inc. and its debtor-affiliates have around 11,978
employees.  To maintain operations and preserve the value of their
estates, the Debtors must retain the uninterrupted service of
their employees.

                         Compensation Claims

As of the bankruptcy petition date, most of the Debtors' employees
were owed or had accrued various sums for wages, salaries, tips
and gratuities, bonuses, vacation time, and other accrued
compensation and benefits.  The Debtors also had accrued
deductions from employees' paychecks to make payments on the
employees' behalf for insurance programs, a medical reimbursement
plan, a 401(k) retirement program and other similar programs.

The Employee Compensation and Deductions, Mr. Klyman says, were
due and owing as of the Petition Date because:

    * many payroll and expense reimbursement checks issued to
      employees prior to the Petition Date had not yet been
      presented for payment or had not yet cleared the bank and,
      accordingly, had not been honored and paid as of the
      Petition Date;

    * certain employees had not yet been paid for services
      previously rendered to the Debtors or had not yet been
      reimbursed for business expenses previously advanced on the
      Debtors' behalf; and

    * certain other forms of employee compensation related to
      prepetition services had accrued prior to the Petition Date
      but were not yet payable under their terms.

The Debtors seek the Court's authority to pay all Employee
Compensation and Deductions that remained unpaid as of the
Petition Date.  The Debtors estimate that as of October 31, 2004,
they owed $14,200,000 in prepetition Employee Compensation and
Deductions.

A. Salaries and Wages

Mr. Klyman tells the Court that on November 19, 2004, all of the
employees were paid wages, salaries, tips and gratuities, and
overtime for services provided through November 14, 2004.  All the
employee payments were dated November 22, 2004.  For purposes of
the Debtors' bankruptcy filing, all the amounts are noted as
outstanding.

The employees have not been paid for compensation that was accrued
from November 15, 2004, through the Petition Date.  All payments
to employees for this period will be distributed after 3:00 p.m.
on Friday, November 26, 2004, by means of checks or ACH Direct
Deposits dated November 29, 2004.

The Debtors estimate that, as of October 31, 2004, they owed the
employees $12,900,000 in prepetition wages, salaries, tips and
gratuities and overtime.

B. Employee Expenses

Many of the Debtors' employees regularly incur certain out-of-
pocket, business-related expenses.  Business-related travel
expenses are generally pre-approved and, to the extent possible,
expenses for airfare, lodging and automobile rentals are paid
directly by the Debtors to the supplier.  Upon completion of
travel, the Employees are required to submit an expense report
with appropriate supporting documentation.  This report serves as
the mechanism for the employees to receive reimbursement for out-
of-pocket travel related expenses within the Debtors' travel
policy.

Expense reports are processed in due course, and copies of the
reports are attached to the checks remitted to the employees as
payment.  The Debtors estimate that they owe the Employees at
least $33,000 for expenses incurred prior to the Petition Date
that have not been reimbursed.

                         Employee Benefits

The Debtors also wish to pay prepetition amounts attributable to
employee benefits.  The Debtors have a number of employee benefit
programs.  The Debtors fund or subsidize some of the Benefits,
which they believe are an integral and important part of each
employee's total compensation package.

The Debtors estimate that the Benefits that were accrued, but
unpaid, as of the Petition Date aggregate $1,947,776.

A. Medical, Vision and Dental Insurance

The Debtors provide medical, vision and dental benefits to their
employees and their employees' dependents.  The Preferred Provider
Organization medical plan, vision, prescription and dental
benefits are self-funded plans.  Brokerage Concepts, Inc.,
administers the PPO, dental and vision plan.  The prescription
plan is administered by Eckerd Health Systems.

Under the terms of the self-insured plans, employees submit claims
to the administrator of the plans, and the Debtors pay the
employees pursuant to the terms of the plan.  To minimize exposure
for their self-insured plans, the Debtors also maintain stop-loss
coverage with Mutual of Omaha.

The Debtors also offer Employees the option of choosing Point-of
Service medical plan through Amerihealth, an outside insurance
company.  Under the terms of the POS plan, the Debtors pay full-
insured premiums to the carrier for the employees and employees'
dependents.

Mr. Klyman notes that the combined monthly cost of the benefits
arrangement is at $2,084,691.  About $666,655 of this cost is
funded through withholdings from employee wages to cover the
employees' portion of the program and the rest is paid directly by
the Debtors.

Moreover, the Debtors have many union employees who are subject to
collective bargaining agreements.  The employees participate in
the benefit plans offered by their union, and the Debtors make
periodic contributions to each union.  All employees in Trump
Indiana are also covered by an insured PPO and HMO plan, which the
Debtors provide pursuant to the Indiana collective bargaining
agreement.  With respect to their collective bargaining
agreements, the Debtors had $2,424,000 accrued, but unpaid amounts
owing as of October 31, 2004.

B. Life and Accidental Death and Dismemberment Insurance

The Debtors provide basic and optional supplemental life and
accidental death and dismemberment insurance for their employees
underwritten by ING/Reliastar, Mass Mutual, Prudential, and Chubb
& Son.

Under the policies, the Debtors pay premiums for the basic life
and AD&D insurance of their employees.  Benefits under the basic
life and AD&D policies equal to:

    (i) $10,000 for part-time employees;

   (ii) $30,000 for full-time casino dealers; and

  (iii) one times an employee's annual salary -- up to $1,000,000
        -- for other full-time employees.

Full-time employees may also purchase supplemental life insurance
up to the lesser of four times their annual salary.  Full-time
dealers may purchase supplemental life insurance in increments of
$30,000 up to a maximum of $120,000.  Employees of Trump Indiana
do not have the option of purchasing option but may purchase
private self-pay insurance.  The Debtors provide all Trump Indiana
full-time employees with insured Short-Term disability through
Prudential Insurance.

The Debtors estimate that the combined monthly premium for the
insurance policies is $56,126, of which $18,133 is funded
withholdings from employees' wages.

C. Executives' Supplemental Benefits

The Debtors provide their Vice Presidents or above with:

    -- Supplemental Life Insurance,
    -- Supplemental Long-Term Disability Insurance,
    -- Supplemental Short-Term Disability, and
    -- Supplemental Medical Insurance.

The Supplemental Benefits are also provided to certain non-
executive employees who previously received this benefit before
changes were made to the program in 1996 and subsequently.  The
combined monthly cost for all Supplemental Benefits for Executives
is estimated at $69,457.

D. Reimbursement Policies

The Debtors want to continue their practice of reimbursing
employees for certain approved educational courses at accredited
educational institutions.  The Debtors estimate that the monthly
amount payable for the Reimbursement Practices is $3,000.

The Debtors seek the Court's authority to continue with the
reimbursement practices at their discretion.

E. 401(k) Retirement Savings Plan

Another benefit that the Debtors provide to eligible employees is
the 401(k) retirement savings plan.  The program, having about
4,250 participants, permits employees to defer a portion of their
wages into the plan.  The employees fund the 401(k) plan, and the
Debtors provide a company match equal to 50% of the employees'
contributions, but subject to a maximum of 6% of the employee's
salary, for employees with at least one year of service.

Under the plan, the Debtors estimate that $1,314,000 is unpaid as
of October 31, 2004.  The Debtors also pay Merrill Lynch, the
company that administers the 401(k) plan, a $5,000 administrative
fee per quarter.

F. Severance

The Debtors also want to continue their practice of paying
severance benefits to terminated employees.  While the employees
are employed as "at-will" employees, the Debtors generally
provided severance equal to:

    (i) for terminated salaried Employees, one week salary for
        every year worked at the company; and

   (ii) for terminated hourly employees, five days pay in lieu of
        advance notice.

In addition, the Debtors pay terminated employees their:

    -- accrued and unused vacation time,

    -- any reimbursable expenses outstanding as of the date of
       termination; and

    -- health-care related reimbursements or expenses.

Accordingly, the Debtors seek the Court's permission to continue,
in their discretion, the practices for employees terminated after
the Petition Date.

G. Vacation, Personal and Sick Leave Policies

The Debtors' vacation and sick time policies apply to all
qualifying regular full-time employees.

The Debtors seek Judge Wizmur's permission to permit employees to
use, in the ordinary course, the scheduled vacation time and sick
time that they earned accrued and did not use prior to the
Petition Date, to the extent that the employees do not terminate
their employment with the Debtors.  In addition, the Debtors seek
the Court's authority to continue to pay out earned vacation time
at termination, in accordance with their prepetition policies.

As of the October 31, 2004, accrued and unused vacation time was
valued at around $16,018,000, or $1,337 per employee.

                           *     *     *

Judge Wizmur promptly grants the Debtors' request.

The Court directs all applicable banks and other financial
institutions to receive, process, honor and pay any and all checks
drawn on the Debtors' accounts related to Employee Compensation,
Deductions and Benefits, provided that sufficient funds are on
deposit to cover the payments.

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, P.A.
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.


UAL CORP: Court Extends Exclusive Plan Filing Until Jan. 31
-----------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 19, 2004,
UAL Corporation and its debtor-affiliates return to the U.S.
Bankruptcy Court for the Northern District of Illinois to seek
another extension of their exclusive periods to file and solicit
acceptances of a plan of reorganization.

The Debtors want the period within which they have the exclusive
right to file a Chapter 11 Plan extended through January 31, 2005,
and the period within which they have the exclusive right to
solicit votes for that plan through March 31, 2005.

                          URPBPA Objects

The United Retired Pilots Benefit Protection Association asks  
Judge Wedoff to terminate the Debtors' exclusivity.

According to Frank Cummings, Esq., at LeBoeuf, Lamb, Greene &  
MacRae, in Washington, D.C., the Debtors' management has not  
demonstrated the vision and leadership needed to successfully  
reorganize and has failed to demonstrate effective communication  
and cooperation with its constituencies in these proceedings.   
Management has not been truthful about the Debtors' request to  
reduce Section 1114 retiree benefits.  The Debtors planned the  
Section 1114 Motion before they filed for bankruptcy, yet denied  
this at several junctures.  Management also placed all its eggs  
in the ATSB loan guarantee basket and got caught flat-footed when  
the application was denied.  It was irresponsible to operate  
without a contingency plan.  The retirees are suffering the pain  
from this myopia, because they are being asked for financial  
concessions to bail out an ineffective management team.

The Debtors have produced a string of failures.  They have  
"failed to secure ATSB guarantee approval, failed to plan for the  
possibility that this approval would be denied, failed to reach  
agreements with its airline financiers, failed to create reliable  
financial models, failed to put together a plan of reorganization  
and, so it appears, failed to obtain lenders or equity  
investors," Mr. Cummings says.

The Debtors refuse to communicate with the URPBPA.  Despite  
statements that it is working and communicating with all "key  
stakeholders," the Debtors have not interacted with URPBPA on  
their business plan, the pension issue or a plan of  
reorganization.

                         Debtors Respond

The URPBPA lacks standing in these proceedings.  The URPBPA is  
neither a creditor nor a party-in-interest.  The URPBPA does not  
hold claims against the Debtors and, therefore, lacks standing to  
object to an extension of the Exclusive Periods.  Just because  
the URPBPA's membership is comprised of retired pilots, their  
survivors and dependents does not make the URPBPA an authorized  
representative.  Neither the URPBPA nor its law firm has met the  
requirements of Rule 2019 of the Federal Rules of Bankruptcy  
Procedure.

The URPBPA argued that the Debtors lack of a contingency plan  
after ATSB denial was "irresponsible."  James H.M. Sprayregen,  
Esq., at Kirkland & Ellis, in Chicago, Illinois, says the  
argument is disingenuous because, as the URPBPA knows, the law  
creating the ATSB provided that if an airline had a market-based  
alternative, it would not be eligible for a loan guaranty.  Any  
alternative plan would have been grounds for denial before the  
process even started.  Lack of an alternative plan was neither a  
failure in preparation nor the absence of foresight, but rather a  
necessary condition required to pursue government guaranteed  
financing.  Notably, Mr. Sprayregen adds, the decision to pursue  
an ATSB loan guarantee, which meant no viable business plan could  
be formulated, was supported by the URPBPA.

                          *     *     *

Judge Wedoff grants the Debtors' request.  The exclusive period  
to file a plan is extended through January 31, 2005.  The Debtors  
have until March 31, 2005, to solicit votes on that plan.

The URPBPA's objection is overruled.

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)


UAP HOLDING: Moody's Upgrades Senior Implied Rating to B1
---------------------------------------------------------
Moody's Investors Service raises UAP Holding Corp.'s senior
implied rating to B1 from B3 and removes the ratings from review,
where they were placed on November 5, 2004.  Moody's ratings on
existing debt at both UAP Holding and United Agri Products, Inc.
were also raised.  The rating action was prompted by better than
expected operating performance and by management's successful
partial initial public offering, which reflects a more creditor
friendly strategy to return value to existing shareholders.  While
most of the IPO went to existing shareholders the company did
benefit from approximately $47 million of the proceeds, which were
used to reduce debt and preferred stock.  The rating outlook is
stable.

UAP Holding Corp.

   * Senior Implied -- raised to B1 from B3

   * Senior Unsecured Issuer rating -- raised to B3 from Caa2

   * Senior unsecured discount notes due 2012 -- raised to B3 from
     Caa2

United Agri Products, Inc.

   * $500 million guaranteed senior secured revolver due 2008 --
     raised to Ba3 from B1

   * $225 million of 8.25% guaranteed senior unsecured notes due
     2011 -- raised to B1 from B3

The rating action was prompted, in part, by management's decision
to sell, in an effort to realize value for existing equity holders
and reduce debt, some 52% (or more if a green shoe is exercised)
of UAP Holding shares in an IPO.  This IPO reverses management's
prior plans, announced in April 2004 that centered on using Income
Deposit Securities -- IDS.  Moody's concern was that companies who
issue IDS's will focus on maximizing distributable cash flow at
the expense of other credit fundamentals.  The company's
successful IPO eliminates this prior concern.  In addition, the
upgrade reflects the benefits of debt reduction prompted by the
use of some $47 million of the proceeds of the equity offering to
reduce both senior notes at UAP and eliminate some preferred stock
at UAP Holding.  Pro forma for the IPO, debt and preferred stock
will approach $418 million and leverage as measured by Total Debt
to EBITDA will be just over 3 times.  This ratio assumes average
annual revolver borrowings versus actual revolver borrowings in an
attempt to reflect the seasonal borrowing needs of UAP's business.  
Pro forma for the prior IDS transaction, debt and preferred stock
would have exceeded $650 million and leverage as measured by Total
Debt and preferred stock to EBITDA would have approached 5.3
times.

The ratings also reflect UAP Holding's thin, albeit reasonable for
an agricultural distributor, EBITDA margins of 5.3% that have
continued to improve over the last 12 months.  The ratings also
consider that UAP's historical cash from operations has fluctuated
significantly despite relatively stable EBITDA, though recognizing
that the company has successfully taken steps to reduce this
volatility.  Current management has successfully achieved a
permanent reduction in working capital of over $100 million in the
last year.  The ratings also derive modest support from the
potential for further access to the equity market over time.

The B1 senior implied rating reflects agricultural market risks,
including the seasonality of sales, the influence of weather, and
the effect of government subsidies on farm planting decisions.  
The ratings also incorporate UAP Holding's significant operating
leases and the highly competitive nature of its markets.  The
ratings are supported by the company's entrenched position as the
leading supplier of agricultural inputs (chemicals, fertilizers
and seeds) in the U.S. and Canada, its significant scale with
$2.56 billion of LTM revenues as of August 29, 2004, long-standing
relationships with key agricultural input suppliers, modest
capital expenditure requirements, and its private label products,
which support higher margins.  The ratings also consider the
benefits associated with the company's ongoing restructuring
efforts and the improvement in financial metrics over the past
24 months.  Furthermore, the ratings assume that management can
continue to improve financial performance and reduce working
capital over the next two years.  Moreover, Moody's believes that
the company will continue to benefit from a strong U.S. farm
economy in 2005.

The notching of UAP's revolving credit facility (rated Ba3) one
level above the senior implied at the holding company recognizes
the benefit of both structural subordination and collateral
support under the borrowing base.  Availability is subject to a
formula based on the sum of 85% of receivables, 75% of extended
receivables, and 55% to 65% of inventories (based on the time of
year).  Only domestic assets are factored into UAP's borrowing
base calculation.  UAP's borrowings under the revolver are secured
by substantially all domestic assets. UAP Holding and its domestic
subsidiaries guarantee the credit facility.  Moody's notes that
United Agri Products Canada, Inc., is a co-borrower, with its own
borrowing base, under the credit facility and its borrowings are
guaranteed by Canadian subsidiaries.  The B1 rating for UAP's
guaranteed senior unsecured notes reflects their position at the
operating company, their unsecured status, and the benefits of the
domestic subsidiary guarantees.  The indentures for the senior
unsecured notes will include standard limitations on dividends,
restricted payments, and additional indebtedness.

The B3 rating for UAP Holding's senior discount notes at B3
reflects their structural subordination to a substantial level of
debt at UAP, the principal operating subsidiary.  The notes are
not guaranteed and interest will become cash pay in 2008.  Moody's
notes that UAP Holding has no operating assets and is solely
reliant on cash distributions from UAP to make cash interest
payments beginning in January 2008.  The senior unsecured bonds
issued by UAP contain standard covenants that will limit
distributions from UAP to UAP Holding.

The stable outlook reflects Moody's expectation that an improved
2004 and improving 2005 domestic farm economy combined with UAP's
cost reduction and working capital initiatives will translate into
positive operating cash flow, in aggregate, over the medium term.  
The ratings could be lowered if the company fails to achieve
yearly positive free cash flow, if financial performance does not
continue to improve in FY2005, or if revolver borrowings are
greater than the company anticipates.  The ratings could be raised
if the company is able to demonstrate that it can consistently
generate positive free cash flow even with a weak farm economy and
financial metrics improve significantly.

UAP, formerly a wholly owned subsidiary of ConAgra Foods, Inc.,
operates 320 farm distribution and storage centers (down from 350)
in major crop producing areas of the U.S. and Canada.  UAP
distributes crop protection chemicals, fertilizers, and seeds.  
The company also has three (down from five) formulation and
blending plants, which produce proprietary branded products as
well as private-label products from third parties.  Approximately
55% of UAP's customers are retail and the remainder are wholesale.
The customer base is highly fragmented with the top ten customers
accounting for 3% of revenue.  The company's geographic presence
across the U.S. and in Canada helps insulate it from adverse
agricultural conditions on a regional basis.

The ratings recognize Moody's concern that UAP's historical cash
flow from operations has been very volatile.  More specifically,
cash from operating activities was negative $3 million, positive
$121 million, negative $268 million and positive $342 million in
FY endings February 2001, 2002, 2003 and 2004, respectively.  The
increase in fiscal 2004 was due to improvements in working
capital, including better inventory and payables management due to
a lower participation by UAP in early purchasing programs from
their suppliers.  The decrease in fiscal 2003 was primarily due to
prepayments to various suppliers for early payment discounts on
crop protection chemicals and lower year-end accounts payable to
suppliers.  This was partially offset by lower inventories and
increased earnings.  As mentioned, this volatility has partly
stemmed from the company's historical practice of purchasing large
amounts of inventory to secure supplier incentives, which include
rebates based on the volume purchased.  Moreover, the company has
prepaid for inventory in prior years to further benefit from these
incentives.  Moody's believes that as an independent company with
higher financing costs, UAP is less likely to pursue such
activities, hence cash flows should be more stable.

Moody's is also concerned that supplier rebates represent a
significant portion of EBITDA and operating cash flows.  Over
$96 million of rebate receivables were generated as of August 29,
2004, which is roughly seventy percent of the company's pro forma
LTM EBITDA; yearly rebates are almost twice LTM EBITDA.  Moody's
recognizes that the vast majority of these rebates are directly
tied to the sale of specific products and are in part contingent
(i.e., dependent on minimum volumes or tied to achieving certain
commercial objectives).  Moreover, Moody's recognizes that these
rebates are a standard industry practice and that it is unlikely
that these rebates would not be paid due to the size and credit
quality of the agricultural chemical suppliers who offer them.   
Moody's also notes that company management has been successful in
its negotiations with suppliers in having the rebates paid much
earlier in the operating cycle as opposed to being primarily paid
in the fourth quarter.

Moody's recognizes that UAP's initiatives to improve working
capital management have yielded positive results.  These
initiatives include increasing emphasis on monitoring receivables
collections, scaling back the number of customers on extended
receivables terms, and reducing stock keeping units (SKUs) to
40,000 from 70,000.  Partially as a result of these changes UAP
management has reduced average working capital from approximately
25.5% of net sales in fiscal 2001 to approximately 20.4% of net
pro forma sales in fiscal 2004, a reduction of $205 million.  The
company plans to continue improving working capital as it operates
as a stand-alone business.

The ratings also recognize the significant business risk inherent
in the agricultural industry and the number of factors that are
outside of management's control.  While UAP will tend to have more
stable revenues than either farmers or agricultural chemical and
fertilizer suppliers, its profitability will rise and fall with
the North American farm economy as a whole.  The North American
farm economy is highly dependent on subsidies and other government
programs that provide monetary assistance to farmers, as well as
other exogenous factors such as weather and export demand for
crops.  Moody's believes that the combination of these factors
creates greater uncertainty over the duration of the current
upswing in farm profitability and hence, the extent to which UAP's
financial performance will benefit over the next several years.
Furthermore, UAP's business is highly seasonal (nearly 75% of the
company's revenues are recorded in fiscal 1Q and 2Q) and the
company will continue to incur loses in the third quarter of its
fiscal year.

The ratings take into account UAP's high but improving pro forma
leverage with debt to LTM EBITDA of 3 times, assuming a lower
average annual outstanding debt balance on the existing revolver.  
Additionally, pro forma debt to capitalization stood at 80% of
August 29, 2004.  However, Moody's acknowledges that these metrics
are based on seasonally high pro forma revolver borrowings of
$240 million, and that average yearly borrowings under the
revolver are expected to be somewhat lower than this amount.  Pro
forma for the transaction, as of August 29, 2004, UAP would have
cash of some $15 million and pro forma revolver availability of
$241 million.  Based on the company's forecasts, the revolver
should be fully paid by every February as the company collects
crop term receivables and supplier rebates.  Moody's notes that
there is significant flexibility under the financial covenants,
and that required ratios become non-operative if revolver
availability exceeds $40 million.  If the covenants were in force
they would require LTM EBITDA to exceed $70 million and fixed
charge coverage to exceed 1.1 times.  Additionally, UAP will have
a favorable debt maturity profile as the next significant maturity
will be in 2008, when the revolver expires.

Headquartered in Greeley, Colorado, United Agri Products, Inc.,
formerly a wholly owned subsidiary of ConAgra Foods, Inc.,
operates 320 farm distribution and storage centers in major crop
producing areas of the U.S. and Canada.  The company's revenues
were $2.6 billion for the LTM ended August 29, 2004.


UNITED REFINING: Reports $11.4 Million Year-End Net Income
----------------------------------------------------------
United Refining Company reported results for the Company's fiscal
year ended August 31, 2004.

Net sales for the year ended August 31, 2004 and August 31, 2003
were $1.489 billion and $1.290 billion, respectively, which was an
increase of $198.5 million or 15.4% over the prior year.  
Increases in net sales for the year ended August 31, 2004 were due
primarily to increases in selling prices attributed to increased
worldwide crude oil prices.

Operating income for the year ended August 31, 2004 was
$48.5 million, an increase of $35.4 million from the $13.1 million
in operating income for the year ended August 31, 2003.

Net Income for the year ended August 31, 2004 was $11.4 million an
increase of $16.7 million from a Net Loss of $5.3 million for the
year ended August 31, 2003.

Earnings before interest, taxes, depreciation, amortization, and
prepayment premium on debt refinancing for the fiscal year ended
August 31, 2004 increased $31.5 million to $60.1 million from
$28.6 million for the fiscal year ended August 31, 2003.

EBITDA before Last In First Out inventory adjustment for the
fiscal year ended August 31, 2004 increased $45.1 million to
$74.3 million from $29.2 million for the fiscal year ended
August 31, 2003.

United Refining Company -- http://www.urc.com/-- is an  
independent refiner and marketer of petroleum products.  It fuels
cars, trucks, airplanes and farm and construction equipment, as
well as the homes and industries in one of America's largest
concentrations of people and commerce.  Their market includes
Pennsylvania and portions of New York and Ohio.

                         *     *     *

As reported in the Troubled Company Reporter on July 27, 2004,
Standard & Poor's Ratings Services assigned its 'B-' rating to
independent petroleum refiner and retail marketer United Refining
Company's $200 million senior notes due 2014.


UNIVERSAL CITY: Moody's Rates $650M Senior Secured Facilities Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Universal City
Development Partners, LTD.'s new $650 million senior secured
credit facilities consisting of a $100 million revolving credit
facility due in 2010 and an amortizing $550 million term loan
facility with a final maturity in 2011.  Moody's also affirmed the
company's B1 senior implied rating and the B2 rating on its
existing senior unsecured notes due 2010.  The ratings outlook is
stable.

Moody's maintains these ratings for UCDP:

   * Senior implied rating of B1;
   * $650 million of senior secured credit facilities of Ba3;
   * $500 million of senior unsecured notes of B2;

The ratings reflect Moody's concerns with UCDP's reliance on a
single destination resort location that depends on out-of-state
and overseas visitors, of whom over 50% require air travel, and
UCDP's high financial leverage of approximately 6x debt-to-EBITDA
expected at year-end 2004, when taking into account the proposed
distribution.  Moreover, Moody's is concerned that future
distributions could slow de-levering.  Moody's does not expect
UCDP to receive material financial support from its equity
holders, despite GE's significant wherewithal.  Moody's is
concerned that proposed distributions limit the company's
financial flexibility at this rating level and limit its liquidity
options should the leisure travel industry experience a sharp
unexpected decline.

The ratings are supported, however, by UCDP's debt repayment of
approximately $340 million since December 31, 2001, its generally
strong long-term operating growth prior to 2001 and its recovery
in 2003 and 2004, and UCDP's leading market position as a high
quality destination theme park that particularly appeals to
families with older children (over 10 years old).  The ratings
also reflect high barriers to entry that include market awareness
and significant up-front investment, and the company's unique set
of movie themed creative rights.  UCDP's stronger new ownership
profile further supports UCDP's ratings now that GE is a 40%
indirect owner through its 80% ownership interest in NBC-
Universal.  Moody's expects the company will generate sufficient
free cash flow in the future to de-lever well under 5.0x total
debt-to-EBITDA by 2007.

Moody's expects that about $510 million from the credit facilities
will be used to refinance repayment of UCDP's already existing
credit facilities, effectively extending the maturities of the
financings from 2007 to 2011, with the remainder used to make a
cash disbursement to its holding companies.  In addition to the
new credit facilities, Moody's anticipates that $450 million of
unsecured holding company notes will be issued by the two
partnerships (Universal City Florida Holding Co. I and Universal
City Florida Holding Co. II) that own UCDP.  Moody's expects the
notes to be issued shortly.  Moody's expects proceeds to be used
to make approximately $450 million in distributions to Blackstone
and NBC Universal, and an additional $70 million to be used to
repay deferred fees.

The new credit facilities are rated one notch above the senior
implied rating for UCDP, reflecting the secured position that
these facilities have in the total debt structure, the excess cash
flow recapture that allocates 50% of excess cash flow to debt pre-
payment, and the limitations on restricted payments and debt
incurrence for the borrower.  Restricted payments are permitted if
no more than $30 million of the revolver is outstanding at the
time and the Total Funded Debt-to-EBITDA (adjusted for hurricane
costs and other items) is below or equal to 4.25x through year-end
2005, 4.0x through year-end 2006, and 3.75x thereafter.  The
facilities are secured by all property and assets of UCDP.  
Notably, the facilities will enjoy structural seniority to the
company's proposed $450 million issuance of unsecured holding
company notes.

Moody's expects the financial covenants for the new bank facility
to include a Total Debt-to-EBITDA test (the Total Funded Debt
Ratio), which is presently set at 5.0x, has a series of step downs
to 4.5x by year end 2006,4.25x by year end 2007, and 4.0x
thereafter.  The EBITDA for this covenant test includes
adjustments for hurricane costs from the third quarter of 2004 and
other adjustments going forward.  Financial covenants also include
minimum EBITDA-to-interest expense levels of at least 1.5x through
year-end 2005, 1.6x through year-end 2006 and 1.7x thereafter.
There are also restrictions on capital expenditures.  The credit
facilities have typical covenants including limitations on
restricted payments, incurrence of debt, mergers, assets sales and
transactions with affiliates.

Moody's believes asset coverage of the company's total debt
presently exceeds 1.5x based on market comparables.  In a
distressed scenario, Moody's is concerned that asset coverage
would likely deteriorate, and that there also remains a limited
set of likely buyers.  However, Moody's believes all debt to be
covered in the most likely scenarios.

The stable outlook reflects Moody's expectation that operating
trends will remain stabile or somewhat positive, that UCDP will
apply the majority of its future free cash flow to debt reduction
aside from certain pre-identified capital expenditures and
distributions, and that no natural or man made disasters occur to
the greater Orlando market.  The rating could be lowered if there
is a material decline in park attendance levels or if the travel
industry broadly experiences a steep decline.

Universal City Development Partners, LTD., headquartered in
Orlando Florida, is a leading provider of family entertainment.


US AIRWAYS: Mitsui Asks for Adequate Protection of Aircraft
-----------------------------------------------------------
Mitsui Leasing Capital Corporation, Showa Leasing Co., Ltd.,
Marubeni America Corporation, and Kyodo Leasing Co., Ltd., ask the
U.S. Bankruptcy Court for the Eastern District of Virginia for
adequate protection in the event US Airways, Inc., and its debtor-
affiliates are going to continue to use their aircraft.

Mitsui, Showa, Marubeni and Kyodo, Wachovia Bank as Owner Trustee,
U.S. Bank as Mortgagee, and Aircraft Lease Finance V, Inc., as
Owner Participant, are parties to a Trust Participation Agreement
dated December 3, 1985, with the Debtors.  Two Boeing 737-301
aircraft bearing Tail Nos. N334US and N335US, and four aircraft
engines, identified as CFM International Model 56-3B1, secure the
Trust.  

The Debtors currently use the Aircraft, exposing the parties'
interest in the Property to the risk of diminution of value.  The
usage diminishes the Aircraft's value as each day, hour and cycle
of operation bring the airframes and components closer to their
next scheduled maintenance events.  The value of a commercial jet
depends on where in the maintenance cycle the airframe, landing
gears, Auxiliary Power Units and engines are.  Even if the Debtors
are performing maintenance, the accrual of days, hours and cycles
diminishes the value.

According to Margot Erlich, Esq., at Pillsbury Winthrop, in New
York City, adequate protection is intended to ensure that a
party's interest in its property is not impaired during
bankruptcy, when the automatic stay prevents the party from
protecting its interests.  Under Section 363 of the Bankruptcy
Code, a debtor may use the estate's property, but not at the
expense of passing risk of loss or dissipation of the property's
value on to another party.

To adequately protect their interest in the Aircraft, the parties
ask the Court to compel the Debtors to:

   (a) comply with the requirements of the Federal Aviation Act;

   (b) comply with all provisions of the Agreements on operation,
       maintenance and use of the Aircraft;

   (c) pay monthly cash maintenance reserves, including:

       (1) airframe reserves toward the next "C" airframe check;

       (2) engine reserves toward the next shop visit;

       (3) landing gear reserves; and

       (4) Auxiliary Power Unit reserves.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

         * US Airways, Inc.,
         * Allegheny Airlines, Inc.,
         * Piedmont Airlines, Inc.,
         * PSA Airlines, Inc.,
         * MidAtlantic Airways, Inc.,
         * US Airways Leasing and Sales, Inc.,
         * Material Services Company, Inc., and
         * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 72; Bankruptcy Creditors' Service, Inc., 215/945-7000)


USGEN: Objections to the Hydro Sale Must be Filed by Nov. 30
------------------------------------------------------------
The Honorable Paul Mannes of the U.S. Bankruptcy Court for the
District of Maryland will convene a sale hearing on Dec. 15, 2004,
at 10:30 a.m., to consider:

   (a) the sale of USGen New England, Inc.'s hydroelectric
       generating facilities and business to TransCanada Hydro
       Northeast, Inc.;

   (b) USGen's assumption and assignment to TransCanada of certain
       executory contracts and unexpired leases; and

   (c) the assumption by TransCanada of certain USGen liabilities.

Except as expressly assumed by TransCanada, the transferred
assets, assigned contracts and leases are to be sold or
transferred free and clear of:

   (a) all liens, claims, interests, and encumbrances,

   (b) all obligations and liabilities or claims against USGen,
       except in the case of assumed liabilities

USGen is the operator and not the owner of Bear Swamp/Fife Brook
Facilities.  Potential purchasers of these assets, excluding the
land on which Bear Swamp is situated, should contact:

      Mark Hopkins
      Conway del Genio, Gries & Company, LLC
      645 Fifth Avenue, 11th Floor
      New York, New York 10022

The court will consider any other offer for the transferred
assets.  USGen will determine the highest or best offer under the
procedures set forth in the Bidding Procedures Order.

                       Objection Deadline

Written objections, if any, to confirmation of USGen's sale must
be filed on or before Nov. 30, 2004, no later than 4:00 p.m. and
served on:

   (1) Clerk of the Court
       U.S. Bankruptcy Court for the District of Maryland
       6500 Cherrywood Lane, Third Floor
       Greenbelt, Maryland 20770

   (2) General Counsel of USGen New England, Inc.:
       USGen New England, Inc.
       7600 Wisconsin Avenue
       Bethesda, Maryland 20814
       Attn: General Counsel

   (3) Counsel of USGen New England, Inc.:
       Blank Rome LLP
       The Chrysler Building
       405 Lexington Avenue
       New York, New York 10174
       Attn: Marc E. Richards, Esq.

   (4) Counsel of USGen New England, Inc.:
       Blank Rome LLP
       One Logan Square
       Philadelphia, Pennsylvania 19103
       Attn: Ronald Fisher, Esq.

   (5) Counsel for the Official Committee of Unsecured Creditors:
       Reed Smith LLP
       435 Sixth Avenue
       Pittsburgh, Pennsylvania 15219
       Attn: Eric Schaffer, Esq.

   (6) Counsel for the Official Committee of Unsecured Creditors:
       Reed Smith LLP
       2500 One Liberty Place
       1650 Market Street
       Philadelphia, Pennsylvania 19103
       Attn: Claudia Z. Springer, Esq.

   (7) Financial Advisors of USGen New England, Inc.:
       Lazard LLC
       30 Rockfeller Plaza
       New York, New York 10020
       Attn: J. Blake O'Dowd
             Managing Director

   (8) Counsel of TransCanada Hydro Northeast, Inc.:
       TransCanada Hydro Northeast, Inc.
       450 first Street Southwest
       Calgary, AB
       Canada T2P5H1
       Attn: Christine Johnston, Esq.
             Assistant General Counsel

Headquartered in Bethesda, Maryland, USGen New England, Inc., an
affiliate of PG&E Generating Energy Group, LLC, owns and operates
several electric generating facilities in New England and
purchases and sells electricity and other energy-related products
at wholesale.  The Debtor filed for Chapter 11 protection on July
8, 2003 (Bankr. D. Md. Case No. 03-30465).  John E. Lucian, Esq.,
Marc E. Richards, Esq., Edward J. LoBello, Esq., and Craig A.
Damast, Esq., at Blank Rome, LLP, represent the Debtor in their
restructuring efforts.  When it sought chapter 11 protection, the
Debtor reported assets amounting to $2,337,446,332 and debts
amounting to $1,249,960,731.


WILLIAM LYON: Moody's Assigns B2 Rating to $150M Senior Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the recent issue
of $150 million of 7.625% Senior Notes of William Lyon Homes, Inc.  
At the same time, Moody's confirmed the company current ratings,
including its B1 senior implied rating, B2 issuer rating, and B2
ratings on the company's existing issues of senior unsecured
notes.  The ratings outlook is stable.

The stable outlook is based on Moody's expectation that William
Lyon Homes will exercise capital structure discipline as it takes
advantage of growth opportunities in California and elsewhere.  
The repurchase of 1,275,000 shares of its common stock, of which
approximately $70 million of the net proceeds of this offering
were used to fund, represents a departure from this expected
discipline but the company's balance sheet and ratings can
accommodate this transaction.

The ratings reflect:

   (1) the company's healthy and growing profitability and the
       substantial growth in its equity base from the nadir
       reached in 1997;

   (2) the company's successful strategy of forming very
       profitable joint ventures in California, particularly for
       high-priced homes, in which it has to put up only minimal
       equity;

   (3) its strong shares in key California markets; and the shift
       in its capital structure away from one that was top-heavy
       with secured debt.

At the same time, the ratings acknowledge William Lyon Homes'
heavy geographic concentration in California, the rising number of
top 20 national homebuilders in its markets, the moderately heavy
debt leverage employed, and the continued presence of secured
debt, albeit reduced, in the capital structure.

These ratings actions were taken:

   * B2 assigned on $150 million of 7.625% Senior Notes Due
     12/15/2012

   * B1 senior implied rating confirmed

   * B2 senior unsecured issuer rating confirmed

   * B2 confirmed on the $246 million of 10.75% Senior Notes due
     4/01/2013

   * B2 confirmed on the $150 million of 7.5% Senior Notes due
     2/15/2014

The senior notes are senior unsecured obligations of William Lyon
Homes, Inc., (a California operating company) and are
unconditionally guaranteed on a senior unsecured basis by William
Lyon Homes (a Delaware corporation, which is the parent company)
and all of its existing and certain of its future restricted
subsidiaries.

Because the senior notes are unsecured, they are both
contractually and structurally subordinated to William Lyon Homes'
bank credit facilities, which are secured (and are not rated by
Moody's), and to the off-balance sheet debt at the company's joint
ventures.  This accounts for the notching of the senior notes
below that of the senior implied debt rating of the company.

The company's operating results and financial profile have shown
marked improvement in recent years.  The company has been
profitable each year since 1997, with net income ranging between
$39 million and $72 million for the last five years through
year-end 2003, while net income for the nine months of 2004
climbed to $91.5 million.  Book net worth has grown from a
negative $5.7 million in 1997 to $348 million as of
Sept. 30, 2004, although the recent share repurchase, offset in
part by expected fourth quarter earnings, will reduce that figure
by year-end.  With goodwill at a modest $6 million, tangible net
worth resembles book net worth.

As a result, debt leverage has been reduced, with homebuilding
debt/capitalization decreasing from greater than 100% in 1997 to a
pro forma 72% as of the nine months ended September 30, 2004.  Pro
forma homebuilding debt/LTM adjusted EBITDA as of the end of the
same time period was 2.4x.  The company has been generating strong
returns for the last five years, with mid-to-high double-digit
returns on equity (even after excluding a healthy income
contribution from unconsolidated joint ventures).  Return on
assets (EBIT/assets) has run at the low to mid-double digit range.  
These are healthy profitability metrics for a B1 credit and help
mitigate the moderately heavy debt leverage employed.

In 1997, the company's ability to acquire, hold, and develop real
estate projects on its own, especially the larger ones or those
involving higher priced homes, became restricted as a result of
financial covenant violations.  Consequently, it began forming
joint ventures with well-capitalized joint venture partners that
provided the bulk of the required capital, usually upfront.  By
year-end 2003, William Lyon Homes was involved in 14
unconsolidated joint ventures that had revenues for the year of
$326 million (vs. $898 million of consolidated company revenues).  
These ventures were conservatively capitalized as well, with
$94 million of equity capital (of which the company had a
$43 million share) supporting $111 million of debt.  Going
forward, the company has the flexibility of keeping more of the
development projects on its own books but may continue using joint
ventures for the larger projects.

The company has been building in California for over 45 years and
continues to hold strong shares in key markets.  It currently is
number eight overall in Southern California, number four in Orange
County, number seven in San Diego (for single-family homes), and
number 11 overall in Northern California.

Pro forma for the issuance of the $150 million of 7.625% senior
notes and repayment of approximately $78 million of secured bank
debt, secured debt within the company's capital structure will be
less than 20%.  This figure fluctuates during the year with peak
borrowings in the summer months and much lower levels by year-end.  
However, the days when secured obligations comprise 50-100% of the
debt portion of the capital structure should be behind the
company.

On the flip side, despite expansion into Arizona and Nevada, the
company remains heavily concentrated in California.  For the year
ended December 31, 2003, approximately 80% of company's revenues
(including that of its joint ventures) and a substantial
proportion of its gross profits were derived from California.

In 1991, The William Lyon Co. (a predecessor affiliate) was the
largest Southern California homebuilder and The Presley Cos. (a
predecessor company) was number 12.  By 2001, William Lyon Homes
had dropped to among the top ten homebuilders in Southern
California and among the top ten in California as a whole in
markets that now included a rising number of top 20 national
homebuilders.

Future events that could potentially stress William Lyon Homes'
senior implied rating include its taking another significant land
impairment charge (it took four between 1992 and 1997), further
leveraging its capital structure, or having relatively poorer
performance than that of its peers during any industry downturn.
Future events that could adversely impact the rating on the senior
unsecured notes include the addition of a new permanent wedge of
senior secured debt to the capital structure.  Moody's anticipates
that the secured bank credit facilities, which are currently sized
at $395 million, will be used largely for seasonal working capital
needs.  Consideration for further improvement in the company's
ratings will include the ability of the company to reduce its
California concentration considerably, maintain its strong
financial performance throughout the next industry downturn, and
grow its equity base substantially while reducing debt leverage
below the current levels.

Begun in 1956 and headquartered in Newport Beach, California,
William Lyon Homes designs, builds, and sells single family
detached and attached homes in California, Arizona and Nevada.
Consolidated revenues and net income for the last twelve months
ended September 30, 2004 were $1.6 billion and $130 million,
respectively.


Z-TEL TECH: Reports Status of Exchange Offer for Preferred Shares
-----------------------------------------------------------------
Z-Tel Technologies, Inc. (Nasdaq/SC: ZTELC), parent company of Z-
Tel Communications, Inc., reported the current status of its
previously announced exchange offer of its common stock for all of
its outstanding classes and shares of preferred stock.

As of 12:00 noon, Eastern time, on Nov. 24, 2004, Z-Tel had
received tenders of:

   -- 3,975,973 shares (99.98%) of its Series D Convertible
      Preferred Stock;

   -- 4,166,667 shares (100%) of its 8% Convertible Preferred
      Stock, Series E; and

   -- 168.5 shares (100%) of its 12% Junior Redeemable Convertible
      Preferred Stock, Series G.

Included in the amount of shares tendered are all of the shares of
preferred stock owned by The 1818 Fund III, L.P., the tender of
which is a condition to the consummation of the exchange offer.  
Also included are 782,225 shares and 1,250,000 shares of Series D
Convertible Preferred Stock owned by Gramercy Z-Tel, L.P. and
Richland Ventures III, L.P., respectively, the two largest
shareholders of Series D Convertible Preferred Stock.

The Exchange Offer does not expire until 5:00 p.m., Eastern time,
on Nov. 29, 2004, accordingly holders of shares of preferred stock
who have not yet tendered their shares and wish to do so will have
until such time to validly tender their preferred shares to Z-Tel,
which Z-Tel has offered to exchange as follows:

   -- For its Series D Convertible Preferred Stock, which as of    
      September 27, 2004 3,976,723 shares with a liquidation
      preference of $16.55 per share and a conversion price of
      $8.47 per share were outstanding, to exchange 25.69030
      shares of its common stock, for each share of its Series D
      Preferred Stock (representing an exchange price of
      approximately $0.644 per share);

   -- For its 8% Convertible Preferred Stock, Series E, which as
      of September 27, 2004 4,166,667 shares with a liquidation
      preference of $16.26 per share and a conversion price of
      $8.08 per share were outstanding, to exchange 25.24216
      shares of its common stock, for each share of its Series E
      Preferred Stock (representing an exchange price of
      approximately $0.644 per share); and

   -- For its 12% Junior Redeemable Convertible Preferred Stock,
      Series G, which as of September 27, 2004 171.214286 shares
      outstanding with had a liquidation preference of $144,974.90
      per share and conversion price of $1.28 per share were
      outstanding, to exchange 161,469.4 shares of its common
      stock, for each share of its Series G Preferred Stock
      (representing an exchange price of approximately $0.898 per
      share).

The exchange offer is being made in reliance upon the exemption
from registration provided by Section 3(a)(9) of the Securities
Act of 1933 and is conditioned upon:

     (i) receipt of the approval of Z-Tel's shareholders of
         certain matters to be voted upon at a special meeting to
         be called by Z-Tel; and

    (ii) the tender of all shares of preferred stock owned by The
         1818 Fund III, L.P.

The complete terms and conditions of the exchange offer are set
forth in the Offer to Exchange and Letter of Transmittal that has
been mailed to holders of the preferred stock.  Copies of the
Offer to Purchase and Letter of Transmittal may be obtained from
Z-Tel by contacting Andrew L. Graham, the Exchange and Information
Agent for the exchange offer, at (813) 233-4567.   Stockholders
are urged to read the Offer to Exchange and Letter of Transmittal
because they contain important information concerning the exchange
offer.

                           About Z-Tel

Z-Tel offers consumers and businesses nationwide enhanced wire
line and broadband telecommunications services. All Z-Tel products
include proprietary services, such as Web-accessible, voice-
activated calling and messaging features that are designed to meet
customers' communications needs intelligently and intuitively. Z-
Tel is a member of the Cisco Powered Network Program and makes its
services available on a wholesale basis to other communications
and utility companies, including Sprint. For more information
about Z-Tel and its innovative services, please visit
http://www.ztel.com/

At Sept. 30, 2004, Z-Tel Technologies' balance sheet showed a
$166,227,000 stockholders' deficit, compared to a $131,019,000
deficit at December 31, 2003.


* ACG New Jersey to Host Due Diligence Symposium on Feb. 9
----------------------------------------------------------
The Association for Corporate Growth New Jersey is holding a Due
Diligence Symposium on Wednesday, Feb. 9, 2005, at the Hilton
Woodbridge in Iselin, New Jersey from 8:00 a.m. through 5:30 p.m.  
The event is hosted by:

    * Greenburg Dauber Epstein & Tucker,
    * NachmanHayesBrownstein, Inc., and
    * J.H. Cohn, LLP.

The symposium, which should be attended by those working in
private equity firms, other financial institutions and corporate
organizations, will offer concurrent sessions addressing legal,
accounting/financial, operational, insurance and benefits issues.

For more information or to register visit the Due Diligence
Sysmposium web site at http://www.duediligencesymposium.com/or  
call 732-635-3132.


* "Legal Holidaze" -- New CD of Hilarious Lawyer Holiday Songs
--------------------------------------------------------------
LawTunes has releases "Legal Holidaze," the follow-up to the
groundbreaking debut, "The Lawyer's Holiday Humor Album."  
Composed, performed, and produced by litigation attorney Lawrence
Savell, Esq., at Chadbourne & Parke LLP, the CD contains ten
rockin' holiday tunes taking on such subjects as lawyer marketing,
continuing legal education, document review and production, expert
witnesses, and bar exams.

"Legal Holidaze" includes

     -- "Rainmaker Reindeer" (The Lawyer Marketing Song),

     -- "Catchin' CLE" (The Continuing Legal Education Song),

     -- "Billin' On Christmas Eve,"

     -- "North Pole Bar Exam,"

     -- "A Million Christmas Trees" (The Document Production
        Song),

     -- "Surfin' For An Expert Late On Christmas Eve,"

     -- "Santa And I Are Gonna Pull An All-Nighter On Christmas"
        (Live),

     -- "Bill Those Hours" (parody of "Jingle Bells") (Live),

     -- "Billin' On Christmas Eve" (Live), and the title track,

     -- "Legal Holidaze."

The album is pure classic rock-and-roll, with driving rhythms and
soaring harmonies reflecting the strong influence of the legendary
Brian Wilson, The Beach Boys, and Jan & Dean -- and a touch of
Elvis.

Mr. Savell's musical take on the legal world started with
performances at the University of Michigan Law School's "Law
Revue" (alleged) talent show in the early 1980s. It continued with
solo and in-house band performances at summer and holiday
functions at his prominent Manhattan law firm, where his poking
good-natured fun at lawyers and the legal profession was well-
received and encouraged. Over the years he recorded many of these
songs, producing vinyl records, cassette tapes, and then CDs which
he gave each holiday season to family, friends, colleagues,
clients, and people he met on airplanes. Preparing a commercial
release was the natural next step.

Mr. Savell's unique albums are dedicated to the proposition that
lawyers' zealous representation of clients and furtherance of the
public good can be only enhanced by a healthy willingness of
lawyers to poke fun at themselves appropriately on occasion. They
also hopefully contribute to the effort to make people think a
little differently about lawyers, and show that attorneys are not
necessarily humorless, boring, or incapable of self-deprecation
(success on at least the last item is guaranteed).

His philosophy also emphasizes that lawyers and other people
really need to take the time to pursue their "after-hours" dreams,
despite the increasing pressures, longer work days (and nights),
and other factors that may make them think it is impossible -- and
no matter how unrealistic or unlikely realizing those dreams may
be. Being able to enjoy or express ourselves or just blow off
steam ends up making us happier, and thus better, at whatever we
do that actually pays our bills.

"Legal Holidaze" can be purchased on-line at:

   http://amazon.com/exec/obidos/ASIN/B000642JHW/internetbankrupt

Its predecessor, "The Lawyer's Holiday Humor Album" can be
purchased on-line at:

   http://amazon.com/exec/obidos/ASIN/B00005108E/internetbankrupt

These CDs are the perfect gifts for lawyers, law students, law
professors, and the people who work with, live with, know and love
them.  They're also a great choice for law firm, corporate legal
department, or other office or law school holiday party giveaways
and client or staff holiday gifts.

LawTunes albums are an appealing treat all year round. And they're
perfectly legal!


* BOOK REVIEW: Go Directly To Jail
----------------------------------
Author:     Gene Healy
Publisher:  Cato Institute
Hardcover:  160 pages
List Price: $12.21

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1930865635/internetbankrupt

Is everything a crime these days?  Are we making a federal case
out of everything these days? In a new Cato Institute book, legal
scholars warn that the increasing use of criminal penalties and
the constant creation of new federal crimes are making ordinary
citizens vulnerable to arrest and imprisonment for behavior that
no sensible person would consider a crime.

As editor Gene Healy explains in GO DIRECTLY TO JAIL: The
Criminalization of Almost Everything, published by the Cato
Institute, the criminal law was once society's last line of
defense, reserved for behavior that everyone recognized as wrong.
But it's fast becoming Congress's first line of attack-just
another way for legislators to show they're serious about the
social problem of the month, whether it's corporate scandals or
e-mail spam.

While violent crime often goes unpunished, Congress continues to
add new trivial offenses to the federal criminal code. These
additions have significant costs, in terms of wasted resources and
lost liberties.

Citing scores of disturbing cases, GO DIRECTLY TO JAIL condemns
three particular trends:

   (1) Overcriminalization -- the use of the criminal law to
punish behavior that used to be handled with civil lawsuits or
fines and to outlaw behavior that's simply none of the
government's business. As the book's contributors note,
businesspeople have gone to jail under federal wetlands regulation
for putting clean dirt on dry land. Others have been sentenced to
long prison terms for packaging lobster tails in plastic bags
rather than cardboard boxes or for failing to understand the
thousands of pages of complex regulations governing Medicare.

   (2) Federalization -- the creation of federal laws for crimes
already covered by state laws. There are only three federal crimes
in the U.S. Constitution. But today there are more than 4,000
federal crimes on the statute books and thousands more buried in
the Code of Federal Regulations. Church arson, drive-by shootings,
and the possession of recreational drugs are but a few commonplace
examples.

   (3) Excessive criminal punishments -- the use of heavy-handed
criminal law enforcement tactics, such as handcuffing and jail
time, against people guilty of minor offenses and, in some cases,
people who aren't guilty of crimes at all. Case in point: a 12-
year-old girl was arrested and handcuffed for eating french fries
in a Metro station in Washington, D.C.

The contributors also discuss mandatory minimum sentencing
guidelines and habitual offender statutes, which curtail the
discretionary power of the judiciary in individual cases and have
dramatically increased the number of prisoners serving time for
nonviolent offenses. GO DIRECTLY TO JAIL proposes reforms that can
help rein in a criminal justice system at war with fairness and
common sense.

                        About the Editor

Gene Healy is senior editor at the Cato Institute. He holds a J.D.
from the University of Chicago Law School and is a member of the
Virginia and District of Columbia bars. His articles have been
published in the Los Angeles Times, the Chicago Tribune, and
elsewhere. He resides in Washington, D.C.

                           *********

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 ***