TCR_Public/041201.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 1, 2004, Vol. 8, No. 264

                           Headlines

AMCAST INDUSTRIAL: Files for Chapter 11 Protection in S.D. Ohio
AMCAST INDUSTRIAL: Voluntary Chapter 11 Case Summary
AMERICAN AIRLINES: S&P Rates $850M Amended Sr. Sec. Facility B+
AMERICAN SKIING: Refinances Over $320 Million in Senior Debt
ATA AIRLINES: Wants to Get $40M DIP Funding from Bank of Indiana

BANC OF AMERICA: Fitch Rates Cert. Classes 15-B-4 & 15-B-5 Low-B
BANC OF AMERICA: Fitch Places Low-B Ratings on Four Cert. Classes
BEAR STEARNS: S&P Places Low-B Ratings on Six Certificate Classes
BEAR STEARNS: S&P Downgrades Low-B Ratings on Cert. Classes H & J
CARROLS CORP: Launching Up to $200 Million Senior Debt Offering

CATHOLIC CHURCH: Bates Butler Retains Fennemore Craig as Counsel
COLFAX CORP: S&P Assigns BB- Rating to $165M Sr. Sec. Facilities
CONTINENTAL RESOURCES: Asks S&P to Withdraw B Corp. Credit Rating
CORDOVA FUNDING: Moody's Slices Senior Secured Rating to B3
CORPORATE BACKED: S&P Puts Junk Ratings on CreditWatch Positive

COVANTA ENERGY: Lake II Files Lake County Settlement Agreement
CSFB MORTGAGE: Fitch Rates Privately Offered Cert. Class C-B-4 BB
DB COMPANIES: Hires CB Richard Ellis as Real Estate Broker
DELTA FUNDING: S&P Downgrades Class B Rating to B From BB+
DII INDUSTRIES: Court Approves Settlement Agreement with PLMC

DTI DENTAL: Sept. 30 Balance Sheet Upside-Down by $4.04 Million
DYKESWILL LTD: Wants Exclusive Filing Period Extended to Jan. 23
FEDERAL-MOGUL: Court Approves Kelsey-Hayes Settlement Agreement
FINOVA CAPITAL: Sells 16 Triple-Net Leased Assets to First Union
FOSTER WHEELER: Shareholders Approve Share Capitalization Changes

FRANCHISE PICTURES: First Creditors Meeting Slated for Dec. 6
GALAXY 1999-1: Fitch Affirms BB- Ratings on Cert. Class C-2
GE BUSINESS: S&P Places BB Rating on $18.6M Class D Certificates
GMAC COMMERCIAL: Fitch Places Low-B Ratings on Six Cert. Classes
HOLLINGER INC: Hearing on Inspector's Report Set for Tomorrow

HOLLINGER INC: Holds $11.4 Million Cash as of November 26
HUFFY CORP: Seeks Overbids for Snowboard Business Trade Name Sale
IESI CORP: Commences Sr. Debt Offering & Consent Solicitation
IMPERIAL SCHRADE: Hires CB Richard Ellis as Real Estate Broker
INDUSTRIAL PIPING: Case Summary & 20 Largest Unsecured Creditors

INDYMAC HOME: Moody's Reviewing Ratings & May Downgrade
INSTITUTE FOR CANCER: Selling Valhalla Medical Research Facility
INTEGRATED PERFORMANCE: Completes Merger with Lone Star Circuits
INTERNATIONAL WIRE: James Bennett Discloses 10.7% Equity Stake
INTERSTATE BAKERIES: Committee Hires Lowenstein as Counsel

J.P. MORGAN: Fitch Assigns Low-B Ratings to Four Cert. Classes
J.P. MORGAN: Fitch Places Low-B Ratings on Cert. Classes B-4 & B-5
MATSUSHITA GROUP: To Reorganize & Consolidate Equipment Business
METALDYNE CORP: S&P Places BB- Rating on CreditWatch Negative
METRIS COMPANIES: Retires $600 Million of ABS Debt

METROPCS INC: Buys $230 Million Wireless Spectrum from Cingular
MOTHERS WORK: S&P Lowers Corporate Credit Rating to B from B+
MURRAY INC: Briggs & Stratton Evaluates Asset Acquisition
MURRAY INC: Look for Bankruptcy Schedules by December 8
MURRAY INC: First Creditors Meeting Slated for December 15

NATIONAL CENTURY: SEC Sues Ex-VP Snoble for Role in $1-Bil Fraud
NATIONAL ENERGY: Wants to Reject El Paso Gas Transportation Pact
NEW WORLD PASTA: Selling Two Manufacturing Facilities in Omaha
NORTEL NETWORKS: Wants to Postpone Shareholders' Meeting to March
NOVELIS INC: S&P Rates Proposed $2B Senior Secured Facilities BB-

OCTANE ENERGY: Posts $84,288 Net Loss for 2004 Third Quarter
OMI CORP: Placing Convertible Senior Notes in Private Offering
OWENS CORNING: Wants Solicitation Period Stretched to June 2005
PACIFICARE HEALTH: Purchasing Pacific Life's Health Insurance Biz
PARMALAT: Committee Has Until Jan. 14 to Dispute Citibank's Claim

PEP BOYS: Commences Cash Tender Offer for 7% Notes Due 2005
PEP BOYS: Moody's Places B3 Rating to $150M Senior Sub. Notes
PEP BOYS: S&P Puts B Rating on $150M Proposed Senior Sub. Notes
RAMP SERIES: S&P Pares Ratings on Classes M-I-3 & M-II-3 to Low-B
RANDOLPH NURSING: Case Summary & 2 Largest Unsecured Creditors

RELIANT ENERGY: Fitch Places Single-B Ratings on Watch Positive
RESIDENTIAL ACCREDIT: Fitch Rates Cert. Classes B-1 & B-2 Low-B
RIGGS NATIONAL: Moody's Lowers Subordinate Ratings to B1 from Ba2
RYERSON TULL: Moody's Rates Planned $150M Senior Secured Notes B2
RYERSON TULL: S&P Places B Rating on $150M Proposed Senior Notes

SBA COMMS: Issuing $250 Million Senior Notes in Debt Offering
SOLUTIA INC: Huntsman Petrochemical Wants to Terminate Supply Pact
STELCO: Court OKs Deutsche Bank Proposal as "Stalking Horse" Bid
TECHNEGLAS: Committee Hires FTI Consulting as Financial Advisors
TECHNEGLAS INC: Has Until April 29 to Make Lease-Related Decisions

TRUMP HOTELS: Gets Court Authority to Pay Utility Companies
TRUMP HOTELS: Wants to Establish Reclamation Claim Procedures
TRUMP HOTELS: Gets Court OK to Hire Ordinary Course Professionals
UAL CORP: Judge Wedoff Approves Inter-Debtor Equity Contribution
UAL CORP: District Court Affirms Decision on Trading Injunction

UAL CORP: Wants to Reject Bargaining Agreements with Six Unions
US AIRWAYS: Creditors Comm. Wants to Tap E&Y as Financial Advisors
VARTEC TELECOM: Wants to Walk Away from Lexington Lease
WISE WOOD: Mails Diamond Tree Acquisition Offer
Z-TEL TECH: Outstanding Preferred Stock Offering Expires

* Upcoming Meetings, Conferences and Seminars

                           *********


AMCAST INDUSTRIAL: Files for Chapter 11 Protection in S.D. Ohio
---------------------------------------------------------------
Amcast Industrial Corporation (OTCBB:AICO.OB) reached an agreement
in principle with representatives of its banks and note holders on
a financial restructuring of the Company's capital that would
reduce the Company's debt by approximately $30 million and
strengthen its balance sheet.  To facilitate the restructuring,
Amcast and certain of its subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the U.S. Bankruptcy Code in
the United States Bankruptcy Court for the Southern District of
Ohio on November 30, 2004.

Amcast has received a commitment from its lenders for up to
$15 million in new debtor-in-possession financing.  Subject to
Court approval, the DIP financing, combined with the Company's
cash from operations, is expected to provide funding for
operations during the Chapter 11 process.

"We have been involved in discussions with our lenders for several
months in an effort to address our balance sheet issues.  We
believe this agreement achieves what we set out to do at the
outset, namely to improve our prospects for long-term success,"
said Byron Pond, Amcast's Chairman, President and Chief Executive
Officer.  "This restructuring, once fully implemented, will allow
Amcast to take full advantage of the fundamental strength of our
business and continue to be a valuable business partner to our
customers and suppliers.  We will have a much improved balance
sheet and a capital structure that is more appropriate for the
business," Mr. Pond said.

Under the terms of the restructuring agreement, Amcast's senior
lenders and note holders have agreed to exchange $109 million of
existing senior debt for a combination of approximately
$75 million in senior and subordinated debt and all of the equity
in the reorganized company.  As a result, it is presently
anticipated that the current equity will be cancelled and become
worthless upon Amcast's emergence from Chapter 11.

Amcast expects to file a Plan of Reorganization and Disclosure
Statement in the next several weeks, which will incorporate the
terms of the restructuring agreement.  "The restructuring will
result in a much stronger company," Mr. Pond said.  "It directly
addresses our balance sheet issues and removes the uncertainties
and concerns created by our burdensome debt obligations, which
have placed significant financial pressure on the Company.  It
will permit Amcast to effectively put the challenges of the past
behind us, and provides the Company with a more appropriate
capital structure and financial resources to help secure our
future."

Mr. Pond stressed that the restructuring process is not expected
to have any significant impact on the Company's ability to fulfill
its obligations to its employees and customers.  "During the
restructuring period and beyond, we intend to continue our
long-standing commitment to provide the highest quality products
and the service our customers have come to expect.  We expect our
daily operations to continue as usual and we will continue to do
business with our suppliers and pay them on normal terms for goods
and services they supply during the Chapter 11 process.

"With our DIP financing and the protections provided under the
Bankruptcy Code for post-petition purchases, we are confident our
suppliers will continue to support us while we complete our
restructuring.  Moving forward, we will continue to service our
existing customers, renew current contracts and solicit new
business," Mr. Pond said.

As a routine matter, Amcast is presenting its ongoing employee
compensation and benefit programs to the Court for approval as
part of the Company's "first day" motions. The Company anticipates
that the Court will approve these requests, thereby ensuring that
employees will be paid and that benefit programs will continue to
be available at the present time.

Mr. Pond concluded, "We appreciate the ongoing loyalty and support
of our employees.  Their dedication and hard work are critical to
our success and integral to the future of the Company.  I would
also like to thank our customers and suppliers for their continued
support during this process.  Our management team is committed to
making this reorganization successful and leading Amcast towards a
brighter future."

Amcast Industrial Corporation manufactures technology-intensive
metal products.  Its two business segments are brand name Flow
Control Products marketed through national plumbing distribution
channels and Engineered Components for automotive original
equipment manufacturers.  The Company serves the automotive,
construction, and industrial sectors of the economy.


AMCAST INDUSTRIAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Lead Debtor: Amcast Industrial Corporation
             7887 Washington Village Drive
             Dayton, Ohio 45459

Bankruptcy Case No.: 04-40504

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Amcast Automotive of Indiana, Inc.         04-40507
      Speedline North America, Inc.              04-40508
      Amcast Casting Technologies                04-40509
      Izumi, Inc.                                04-40510

Type of Business: The Debtor is a manufacturer and distributor of
                  Technology-intensive metal products to end-users
                  and supplier in the automotive and plumbing
                  industry.  See http://www.amcast.com/

Chapter 11 Petition Date: November 30, 2004

Court: Southern District of Ohio (Dayton)

Debtors' Counsel: Jennifer L. Maffett, Esq.
                  Thompson Hine LLP
                  2000 Courthouse Plaza, North East
                  P.O. Box 8801
                  Dayton, OH 45401-8801
                  Tel: 937-443-6804

Total Assets: $104,968,000

Total Debts:  $165,221,000

The Debtors did not file a list of their 20-largest creditors.


AMERICAN AIRLINES: S&P Rates $850M Amended Sr. Sec. Facility B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and its '1' recovery rating to an $850 million amended and
restated senior secured credit facility available to AMR Corp.
subsidiary American Airlines Inc. (B-/Stable/--).  Terms are
preliminary and subject to change.

AMR (B-/Stable/--) guarantees the facility.  The credit facility
consists of a $600 million revolving credit and a $250 million
senior secured term loan.

"The 'B+' bank loan rating, two notches above the 'B-' corporate
credit rating on American, and the '1' recovery rating are
supported by substantial overcollateralization of borrowings under
the facility, cross collateralization of the secured assets, and a
collateral coverage test that should help preserve asset
protection," said Standard & Poor's credit analyst Philip
Baggaley.

The facilities are secured by a lien on 197 MD82, MD83, B757-200,
B767-200ER, and B767-300ER aircraft (73% of total appraised
current market value of the collateral), and by American's
U.S.-to-Japan route authorities (the remaining 27%).

Resale or re-lease of the MD82s and MD83s (about 30% of the
aircraft collateral value and 22% of the total collateral value),
if repossessed, could be difficult, as American is by far the
world's largest operator of the MD80 family of aircraft.  However,
because all of the collateral is under a single mortgage,
selective abandonment of planes by American is not possible.

Standard & Poor's discounted the appraised current market values
of the aircraft and routes in its simulated default scenario to
replicate the conditions under which the collateral might be
repossessed and sold.  In that scenario, proceeds were sufficient
to repayment of borrowings.

Asset protection for loans under the bank facility benefits from a
collateral coverage test that limits borrowings to an amount not
to exceed 50% of appraised current market value of the aircraft,
with no credit for the routes.

American can prepay debt or provide qualifying substitute
collateral in the event that it is not in compliance.  Although
the aircraft that form the bulk of collateral for the American
credit facility are not as desirable as newer models, the overall
asset protection is considered to be strong due to:

   -- extent of overcollateralization (well over 200%, based on
      current market values),

   -- inclusion of the desirable U.S.-Japan routes in the
      collateral package,

   -- the collateral coverage test, and

   -- cross collateralization,

which places lenders in a stronger bargaining position in the
likely event that any American bankruptcy takes the form of
reorganization, rather than liquidation.


AMERICAN SKIING: Refinances Over $320 Million in Senior Debt
------------------------------------------------------------
American Skiing Company refinanced its existing resort senior
credit facility and its 12% Senior Subordinated Notes (both due in
2006) with a new $230 million senior secured credit facility
co-led by Credit Suisse First Boston and GE Commercial Finance,
Commercial & Industrial Finance, with a major participation in the
new facility from Black Diamond Capital Management.

The new facility consists of a $125 million first lien loan,
including:

   -- a $40 million revolving credit line, due November 2010, and
   -- a $105 million second lien term loan due November 2011.

In conjunction with the refinancing, the Company has also
exchanged its 10.5% Repriced Convertible Exchangeable Preferred
Stock for junior subordinated debt due in 2012, and extended the
maturity of its existing $18 million in junior subordinated notes
to 2012.

In aggregate, the comprehensive refinancing addresses over
$320 million in debt and preferred equity securities and is the
completion of refinancing efforts announced in September 2004.
Significant financial and operational improvements enabled ASC to
successfully complete the refinancing at favorable prevailing
market rates while also extending maturities associated with the
refinanced securities four to eight years.  For CIF and Black
Diamond, participation in the new senior secured credit facility
will replace their respective holdings in the existing resort
senior credit facility.

"The successful refinancing is a major milestone for ASC and is
indicative of the substantial progress we have made in improving
the overall financial stability of the Company," said President
and CEO B.J. Fair.  "This refinancing addresses all portions of
our resort debt structure, and is the result of hard work and
financial discipline at all of our resorts.  I'm especially
pleased by the affirmation of CIF and Black Diamond in continuing
their relationship with ASC, as well as our ability to attract
CSFB to the new facility."

Specific terms of the new facility allow for increased levels of
reinvestment in the Company's resorts, based upon the achievement
of performance benchmarks.

"The new facility coupled with the exchange of the Series A
Preferred Stock eases liquidity constraints and provides
management with the tools necessary for continued investment and
sustainable growth," continued Mr. Fair.  "Having successfully
executed this key financial event, we are solely dedicated to
continued operational improvements and ensuring the highest
quality guest experience possible at our exceptional resorts."

                 About Credit Suisse First Boston

Credit Suisse First Boston is a leading global investment bank
serving institutional, corporate, government and individual
clients.  CSFB's businesses include securities underwriting, sales
and trading, investment banking, private equity, financial
advisory services, investment research, venture capital,
correspondent brokerage services and asset management.  CSFB
operates in 69 locations in 33 countries across five continents.
The Firm is a business unit of the Zurich-based Credit Suisse
Group, a leading global financial services company.

                  About GE Commercial Finance,
                Commercial & Industrial Finance

Commercial & Industrial Finance, a unit of GE Commercial Finance,
is the premier global provider of structured financing solutions
to the commercial and industrial marketplace.  They provide
innovative financing solutions for a broad array of customer needs
including recapitalization, equipment leasing, and growth capital.
With over $10 billion in served assets, Commercial & Industrial
Finance has the expertise and funding capability to deliver
exceptional financing solutions.

GE Commercial Finance, which offers businesses around the globe an
array of financial products and services, has assets of more than
US$220 billion and is headquartered in Stamford, Connecticut, USA.
General Electric (NYSE: GE) is a diversified technology, media and
financial services company dedicated to creating products that
make life better.

              About Black Diamond Capital Management

Black Diamond is a privately held alternative asset management
firm founded in 1995, with approximately $5 billion under
management.  Black Diamond has offices in Lake Forest, Illinois;
Greenwich, Connecticut and St. John, Virgin Islands.

                  About American Skiing Company

Headquartered in Park City, Utah, American Skiing Company (OTC:
AESK) is one of the largest operators of alpine ski, snowboard and
golf resorts in the United States.  Its resorts include Killington
and Mount Snow in Vermont; Sunday River and Sugarloaf/USA in
Maine; Attitash in New Hampshire; Steamboat in Colorado; and The
Canyons in Utah.  More information is available on American Skiing
Company's Web site, http://www.peaks.com

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2004,
American Skiing Company disclosed that KPMG LLP advised it would
be unable to deliver its audit report on the Company's
consolidated financial statements for the year ended July 25,
2004, because it had not completed its assessment as to whether
substantial doubt exists about the Company's ability to continue
as a going concern.  Specifically, KPMG is continuing to assess
the facts and circumstances surrounding the Company's 10.5%
Repriced Convertible Exchangeable Preferred Stock.  As the Company
has previously disclosed, under the terms of the Preferred Stock
issue, the Company was required to the shares on Nov. 12, 2002, to
the extent that it had legally available funds to effect that
redemption.  Prior to and since the November 12, 2002, redemption
date, based on all relevant factors, the Company's Board of
Directors has determined that legally available funds do not exist
for the redemption of any of the preferred shares.  The holder of
the Preferred Stock has made a demand for redemption and has not
agreed to extend the redemption date.


ATA AIRLINES: Wants to Get $40M DIP Funding from Bank of Indiana
----------------------------------------------------------------
ATA Holdings Corp. and ATA Airlines, Inc., ask the United States
Bankruptcy Court for the Southern District of Indiana for
authority to obtain postpetition financing from the National City
Bank of Indiana in the form of a renewal or extension of letters
of credit issued by the Bank.  The loan will be governed by the
terms of the parties' existing credit agreement as amended, all
related loan documents and a recent stipulation the parties
entered into.

The Debtors also seek permission to pay any requisite fees to the
Bank for renewal, extension or creation of letters of credit.

                      NCBI Letters of Credit

In December 2002, ATA entered into a credit agreement with NCBI to
induce the Bank to issue letters of credit for the account of ATA.
The Credit Agreement has been modified by Amendment No. 1 dated
January 9, 2004, and Amendment No. 2 dated October 4, 2004.

NCBI has issued letters of credit to approximately 40 of ATA's
vendors and lessors.  To evidence ATA's reimbursement obligations
to the Bank, ATA executed and delivered a reimbursement note dated
December 19, 2002, in the original principal amount of
$40,000,000.  The Reimbursement Note has been amended consistent
with the modifications to the Credit Agreement.

To secure ATA's obligations under the Credit Agreement, including
but not limited to the obligation to reimburse the Bank for draws
on the letters of credit, costs, charges, credit fees, and
attorneys' fees, ATA executed and delivered to the Bank a security
agreement dated December 19, 2002, with respect to these
depository accounts:

    (a) account number 758138866 with NCBI; and

    (b) account number 152302005961 with U.S. Bank, National
        Association.

The Debtors and NCBI also executed a deposit account control
agreement dated December 19, 2002.

ATA Holdings Corp. guarantees ATA's obligations to NCBI under the
Credit Agreement.

As of the Debtors' bankruptcy filing, the aggregate face amount of
NCBI's obligation as issuer under letters of credit on ATA's
behalf was not less than $30,830,504.  The aggregate balance of
the Depository Accounts was not less than $30,910,135.

ATA earns interest on the funds held in the Depository Accounts.
Interest earned on the funds in the Depository Accounts is subject
to NCBI's security interest.

                     November 12 Stipulation

On November 10, 2004, a $6,000,000 draw was made on a letter of
credit issued pursuant to the Credit Agreement.  The balance of
the Depository Accounts has been reduced by $6,000,000, together
with interest and other obligations owed by ATA under the Credit
Agreement.

Under the Credit Agreement, if a draw is made under any letter of
credit issued by NCBI on ATA's behalf, the Bank is authorized to
immediately debit the Depository Accounts to reimburse it for the
amount of the draw.

In a stipulation approved by the Court on November 12, 2004, NCBI
agreed to the Debtors' use a portion of its cash collateral in the
Depository Accounts to the extent that the funds exceed the
aggregate face amount of outstanding letters of credit.  As a
condition to its consent, NCBI was granted adequate protection,
including, but not limited to, a $150,000 holdback in Excess
Funds.

The Stipulation does not address, however, the postpetition
renewal or extensions of existing letters of credit or issuance of
new letters of credit.

                        Debtors Need Cash

Michael P. O'Neil, Esq., at Sommer Barnard, in Indianapolis,
Indiana, relates that two of the letters of credit issued pursuant
to the Credit Agreement are about to expire absent renewal or
extension by NCBI.  ATA and the Bank are required to take action
immediately to effect a renewal of the letters of credit.

Mr. O'Neil tells Judge Lorch that funding from NCBI is crucial to
ATA's current operations and successful reorganization.

Mr. O'Neil assures the Court that the fees associated with
renewal, extension and issuance of new letters of credit are
reasonable and consistent with the market.

The extension or renewal of existing letters of credit and the
issuance of new letters of credit would be secured by:

   (i) the existing first priority security interest against
       funds in the Depository Accounts and the funds held
       therein; and

  (ii) a postpetition first priority security interest in the
       Depository Accounts and any funds deposited therein in the
       future to satisfy the requirements of the Credit
       Agreement, as modified.

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


BANC OF AMERICA: Fitch Rates Cert. Classes 15-B-4 & 15-B-5 Low-B
----------------------------------------------------------------
Banc of America Funding Corporation mortgage pass-through
certificates, series 2004-4, are rated by Fitch Ratings:

   * Group 1 certificates:

     -- $183,422,865 classes 1-A-1 through 1-A-7, 30-IO, 1-A-R,
        and 1-A-LR 'AAA' (group 1 senior certificates);

   * Group 15-year crossed certificates (consisting of groups 2
     and 3):

     -- $73,449,557 classes 2-A-1, 3-A-1, and 15-IO 'AAA' (group
        15-year crossed senior certificates);

     -- $522,000 class 15-B-1 'AA';

     -- $186,000 class 15-B-2 'A';

     -- $112,000 class 15-B-3 'BBB';

     -- $111,000 class 15-B-4 'BB';

     -- $75,000 class 15-B-5 'B'.

   * Groups 1 and 15-year crossed certificates:

     -- $2,147,765 class X-PO (consisting of classes 1-X-PO,
        2-X-PO, and 3-X-PO components) 'AAA';

     -- $533,557 class 15-PO (consisting of classes 2-15-PO and
        3-15-PO components) 'AAA'.

The 'AAA' rating on the group 1 senior certificates reflects the
3.15% subordination provided by:

         * the 1.55% class 30-B-1,
         * the 0.70% class 30-B-2,
         * the 0.30% class 30-B-3,
         * the 0.30% privately offered class 30-B-4,
         * the 0.15% privately offered class 30-B-5, and
         * the 0.15% privately offered class 30-B-6.

The 'AAA' rating on the group 15-year crossed senior certificates
reflects the 1.45% subordination provided by:

         * the 0.70% class 15-B-1,
         * the 0.25% class 15-B-2,
         * the 0.15% class 15-B-3,
         * the 0.15% privately offered class 15-B-4,
         * the 0.10% privately offered class 15-B-5, and
         * the 0.10% privately offered class 15-B-6.

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

   * Washington Mutual Mortgage Securities Corp. (rated 'RMS2+' by
     Fitch), and

   * Wells Fargo Bank, N.A. (rated 'RMS1' by Fitch).

The trust comprises three loan groups of conventional, fixed-rate
mortgage loans that are secured by first liens on one- to
three-family residential properties.  Loan group 1 collateralizes
group 1 certificates and components and loan groups 2 and 3
collateralize group 15-year crossed certificates and components.
The class X-PO and 15-PO consist of three separate components and
two separate components, respectively, that are not severable.

Loan group 1 comprises 378 mortgage loans that have original terms
to maturity of approximately 30 years.  The aggregate unpaid
principal balance of the pool is $189,389,199 as of Nov. 1, 2004
-- the cut-off date, and the average principal balance is
$501,030.  The weighted average original loan-to-value ratio --
OLTV -- of the loan pool is approximately 68.83%; approximately
4.00% of the loans have an OLTV greater than 80%.  The weighted
average coupon of the mortgage loans is 6.045%, and the weighted
average FICO score is 724.  Cash-out and rate/term refinance loans
represent 18.61% and 38.40% of the loan pool, respectively.  The
states that represent the largest geographic concentration are:

               * California (49.99%), and
               * New York (9.58%).

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

Loan group 2 comprises 36 mortgage loans that have original terms
to maturity of approximately 15 years.  The aggregate unpaid
principal balance of the pool is $19,179,733 as of the cut-off
date, and the average principal balance is $532,770.  The weighted
average OLTV of the loan pool is approximately 59.83%, and none of
the mortgage loans have an OLTV greater than 80%.  The weighted
average coupon of the mortgage loans is 4.742%, and the weighted
average FICO score is 740.  Cash-out and rate/term refinance loans
represent 15.39% and 74.51% of the loan pool, respectively.  The
states that represent the largest geographic concentration are:

               * Illinois (32.73%),
               * California (11.93%),
               * Texas (7.88%),
               * Connecticut (7.44%),
               * South Carolina (7.20%),
               * North Carolina (7.20%), and
               * Florida (6.94%).

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

Loan group 3 comprises 108 mortgage loans that have original terms
to maturity of approximately 15 years.  The aggregate unpaid
principal balance of the pool is $55,350,872 as of the cut-off
date and the average principal balance is $512,508.  The weighted
average OLTV of the loan pool is approximately 58.89%;
approximately 1.52% of the loans have an OLTV greater than 80%.
The weighted average coupon of the mortgage loans is 5.114%, and
the weighted average FICO score is 733.  Cash-out and rate/term
refinance loans represent 16.41% and 64.47% of the loan pool,
respectively.  The states that represent the largest geographic
concentration are:

               * California (30.55%),
               * Illinois (7.25%), and
               * Florida (6.60%).

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

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

BAFC, a special purpose corporation, purchased the mortgage loans
from various sellers and deposited the loans in the trust, which
issued the certificates, representing undivided beneficial
ownership in the trust.  Wells Fargo Bank, N.A. will serve as
master servicer and securities administrator.  Wachovia Bank, N.A.
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust as multiple real estate
mortgage investment conduits -- REMICs.


BANC OF AMERICA: Fitch Places Low-B Ratings on Four Cert. Classes
-----------------------------------------------------------------
Banc of America Alternative Loan Trust 2004-11 mortgage
pass-through certificates are rated by Fitch Ratings:

   * Groups 1 and 2 certificates:

     -- $190,596,259 classes 1-CB-1, 2-CB-1, 2-CB-2, and CB-IO
        (consisting of classes 1-CB-IO and 2-CB-IO)(Groups 1 and 2
        senior certificates) 'AAA';

     -- $100 class 1-CB-R (senior certificates) 'AAA';

     -- $4,502,000 class 30-B-1 'AA';

     -- $1,701,000 class 30-B-2 'A';

     -- $1,001,000 class 30-B-3 'BBB';

     -- $900,000 class 30-B-4 'BB';

     -- $601,000 class 30-B-5 'B'.

   * Group 3 and 4 certificates:

     -- $46,853,193 classes 3-A-1, 4-A-1, 15-IO (consisting of
        classes 3-15-IO and 4-15-IO), and 15-PO (consisting of
        classes 3-15-PO and 4-15-PO), (Groups 3 and 4 senior
        certificates) 'AAA';

     -- $918,000 class 15-B-1 'AA';

     -- $120,000 class 15-B-2 'A';

     -- $169,000 class 15-B-3 'BBB';

     -- $73,000 class 15-B-4 'BB';

     -- $48,000 class 15-B-5 'B'.

   * Groups 1 through 4 certificates:

     -- $3,803,159 class X-PO, (consisting of classes 1-X-PO,
        2-X-PO, 3-X-PO and 4-X-PO components) 'AAA';

The 'AAA' ratings on the groups 1 and 2 senior certificates
reflect the 4.75% subordination provided by:

         * the 2.25% class 30-B-1,
         * the 0.85% class 30-B-2,
         * the 0.50% class 30-B-3,
         * the 0.45% privately offered class 30-B-4,
         * the 0.30% privately offered class 30-B-5, and
         * the 0.40% privately offered class 30-B-6.

Classes 30-B-1, 30-B-2, 30-B-3, and the privately offered classes
30-B-4 and 30-B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B',
respectively, based on their respective subordination.  The class
30-B-6 is not rated by Fitch.

The 'AAA' ratings on the groups 3 and 4 senior certificates
reflect the 2.90% subordination provided by:

         * the 1.90% class 15-B-1,
         * the 0.25% class 15-B-2,
         * the 0.35% class 15-B-3,
         * the 0.15% privately offered class 15-B-4,
         * the 0.10% privately offered class 15-B-5, and
         * the 0.15% privately offered class 15-B-6.

Classes 15-B-1, 15-B-2, 15-B-3, and the privately offered classes
15-B-4 and 15-B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B',
respectively, based on their respective subordination.  The class
15-B-6 is not rated by Fitch.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc. (rated 'RPS1-' by Fitch), and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

The transaction is secured by four pools of mortgage loans.  Loan
groups 1 and 2, the 30-year crossed loan group, are
cross-collateralized and supported by the 30-B-1 through
30-B-6 subordinate certificates.  Loan groups 3 and 4, the 15-year
crossed loan group, are cross-collateralized and supported by the
15-B-1 through 15-B-6 subordinate certificates.  The class X-PO
certificates consist of four nonseverable components relating to
each loan group for distribution purposes only.

Approximately 26.32% of the mortgage loans in the 30-year crossed
group and 27.64% in the 15-year crossed group were underwritten
using Bank of America's 'Alternative A' guidelines.  These
guidelines are less stringent than Bank of America's general
underwriting guidelines and could include limited documentation or
higher maximum loan-to-value ratios.  Mortgage loans underwritten
to 'Alternative A' guidelines could experience higher rates of
default and losses than loans underwritten using Bank of America's
general underwriting guidelines.

Loan groups 1 and 2 in the aggregate consist of 1,450 recently
originated, conventional, fixed-rate, fully amortizing, first
lien, one- to four-family residential mortgage loans with original
terms to stated maturity ranging from 240 to 360 months.  The
aggregate outstanding balance of the pool as of Nov. 1, 2004 (the
cut-off date) is $200,101,765, with an average balance of $138,001
and a weighted average coupon -- WAC -- of 6.208%.  The weighted
average original loan-to-value ratio -- OLTV -- for the mortgage
loans in the pool is approximately 73.45%.  The weighted average
FICO credit score is 734.  Second homes and investor-occupied
properties comprise 2.46% and 51.96% of the loans in the group,
respectively.  Rate/Term and cash-out refinances account for
10.92% and 26.86% of the loans in the group, respectively.  The
states that represent the largest geographic concentration of
mortgaged properties are:

               * California (24.81%),
               * Florida (12.93%), and
               * Texas (6.53%).

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

Loan groups 3 and 4 in the aggregate consist of 423 recently
originated, conventional, fixed-rate, fully amortizing, first
lien, one- to four-family residential mortgage loans with original
terms to stated maturity ranging from 120 to 180 months.  The
aggregate outstanding balance of the pool as of Nov. 1, 2004 (the
cut-off date) is $48,253,938, with an average balance of $114,076
and a WAC of 5.663%.  The weighted average OLTV for the mortgage
loans in the pool is approximately 62.46%.  The weighted average
FICO credit score is 732.  Second homes and investor-occupied
properties comprise 1.19% and 69.74% of the loans in the group,
respectively.  Rate/Term and cash-out refinances account for
28.78% and 38.20% of the loans in the group, respectively.  The
states that represent the largest geographic concentration of
mortgaged properties are:

               * California (32.40%),
               * Florida (11.87%), and
               * Texas (10.41%).

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

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

Banc of America Mortgage Securities, Inc., deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, an election will be made to treat the trust as one real
estate mortgage investment conduit -- REMIC.  Wells Fargo Bank,
National Association, will act as trustee.


BEAR STEARNS: S&P Places Low-B Ratings on Six Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Bear Stearns Commercial Mortgage Securities Trust
2004-PWR6's $1.07 billion commercial mortgage pass-through
certificates series 2004-PWR6.

The preliminary ratings are based on information as of
Nov. 29, 2004.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

   -- the credit support provided by the subordinate classes of
      certificates,

   -- the liquidity provided by the trustee,

   -- the economics of the underlying loans, and

   -- the geographic and property-type diversity of the loans.

Classes A-1, A-2, A-3, A-4, A-5, A-6, A-J, and X-2 are being
offered publicly.  Standard & Poor's analysis determined that, on
a weighted average basis, the pool has a debt service coverage of
1.49x, a beginning LTV of 88.5%, and an ending LTV of 68.5%.

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

   Bear Stearns Commercial Mortgage Securities Trust 2004-PWR6

            Class         Rating           Amount ($)
            -----         ------           ----------
            A-1           AAA              66,795,000
            A-2           AAA              47,691,000
            A-3           AAA              45,882,000
            A-4           AAA             125,418,000
            A-5           AAA              55,780,000
            A-6           AAA             512,051,000
            A-J           AAA              69,357,000
            B             AA               33,344,000
            C             AA-              10,670,000
            D             A                16,006,000
            E             A-               10,670,000
            F             BBB+             14,671,000
            G             BBB               9,337,000
            H             BBB-             14,671,000
            J             BB+               2,668,000
            K             BB                4,001,000
            L             BB-               5,335,000
            M             B+                5,335,000
            N             B                 4,002,000
            P             B-                1,333,000
            Q             N.R.             12,004,986
            X-1*          AAA           1,067,021,986**
            X-2*          AAA           1,031,522,000**

                   *      Interest-only class
                   **     Notional amount
                   N.R. - Not rated


BEAR STEARNS: S&P Downgrades Low-B Ratings on Cert. Classes H & J
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
H and J of Bear Stearns Commercial Mortgage Securities Inc.'s
commercial mortgage pass-through certificates from series
2001-TOP2.  Additionally, all other outstanding ratings from this
transaction are affirmed.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.  The
lowered ratings reflect loss expectations on the specially
serviced assets and interest shortfalls.  The revised ratings
incorporate Standard & Poor's expectation that the shortfalls will
be repaid over the next few months.

As of November 2004, the collateral pool consisted of 138 loans
with a combined principal balance of $944.9 million, down from
140 loans totaling $1.0 billion at issuance.  There have been no
losses to date.

The master servicer, Wells Fargo Bank N.A., provided Dec. 31, 2003
net cash flow -- NCF -- debt service coverage -- DSC -- figures
for 91% of the pool.  Based on this information, Standard & Poor's
calculated a weighted average DSC of 1.56x, down from 1.60x at
issuance.  All of the loans in the pool are current with the
exception of two loans that are 90-plus days delinquent and one
REO property.

The top 10 loans have an aggregate outstanding balance of
$269 million (28.5% of the pool).  The weighted average DSC for
the top 10 loans has decreased to 1.62x from 1.68x at issuance.
The decreased DSC occurred due to declines in NCF for the largest
loan, Westin River North, as well as three other of the top 10
loans.  In addition, the fourth-largest loan, the Shops at
Riverwood, is in special servicing and was excluded from the top
10 DSC calculation.

According to the special servicer, GMAC Commercial Mortgage
Corporation, there are five specially serviced loans totaling
$52 million, or 5.5% of the pool.

Specifics include:

   -- The fourth-largest loan in the pool, the Shops at Riverwood,
      with a current balance of $25.6 million (2.7% of the pool)
      and a total exposure of $27.6 million ($154 per sq. ft.), is
      90-plus days delinquent.

      The loan is secured by a 179,000 sq. ft. "lifestyle center"
      retail property built in 1998 and located in Provo, Utah.
      The property suffered a loss of tenants (Gap and Eddie
      Bauer), which in turn permitted existing tenants to pay
      reduced rents, reducing cash flow.

      A recent appraisal valued the property at $18.3 million and
      an appraisal reduction amount (ARA) of $4.1 million is in
      effect.  GMACCM has negotiated a forbearance agreement with
      the borrower reducing the current monthly payment and
      permitting existing cash flow to be used for tenant
      improvements and leasing commissions in order to raise
      occupancy and stabilize the property.

      Standard & Poor's will continue to monitor this loan and
      should conditions deteriorate further, additional rating
      actions may be warranted.

   -- Days Inn ($8.4 million, or $28,700 per room) is 90-plus days
      delinquent and secured by a 293-room exterior-corridor,
      limited-service hotel built in the mid-1960s and renovated
      in 1998 and located in Tampa, Florida.

      The property's weak performance prompted the borrower to
      request relief in 2002.  The borrower defaulted on the
      subsequent forbearance agreement due to the property's
      declining performance.

      A recent appraisal (March 2004) valued the property at
      $4.9 million, or $16,700 per room.  The borrower offered a
      discounted payoff (DPO) of $8.0 million.  The DPO is
      scheduled to close by month-end according to GMACCM.

   -- 1601 McCarthy ($8.2 million, or $172 per sq. ft.) is secured
      by a 48,000-sq.-ft. flex-industrial building in Milpitas,
      California.

      The sole tenant vacated the property and paid $7.2 million.
      That sum is in an account at Wells Fargo Bank that has been
      pledged in favor of the lender, and the borrower is suing in
      an attempt to gain control of these funds.

      A trial date has been set for Dec. 13, 2004.  A recent
      appraisal indicated a value of $3.85 million.  Should the
      lender lose control of the pledged account, a loss may
      occur upon disposition.

   -- Trellis Pointe Apartments ($7.2 million, or $53,600 per
      unit) is secured by a 136-unit multifamily property in Holly
      Springs, North Carolina.

      The borrower has brought the loan current and GMACCM has
      agreed to a $7.15 million DPO to close in January 2005.

      An appraisal dated July 1, 2004, indicated a value of
      $6.8 million.

   -- Highland Springs Apartments ($3.1 million, or $47,650 per
      unit) is secured by a 66-unit multifamily property in
      Atlanta, Georgia.  It is REO.  Current occupancy is 89% with
      a positive NOI.  It is listed for sale and a significant
      loss is expected upon disposition.

Wells Fargo's watchlist consists of 23 loans with an aggregate
outstanding balance of $132.0 million (14.0%).  The loans on the
watchlist appear due to low occupancies, DSC, or upcoming lease
expirations, and were stressed accordingly by Standard & Poor's.

The pool has significant geographic concentrations in:

      -- New Jersey (8.16%),
      -- Illinois (7.87%),
      -- New York (7.66%),
      -- Michigan (6.53%),
      -- Massachusetts (6.34%), and
      -- Virginia (5.92%).

Significant property type concentrations include:

      -- office (29%),
      -- industrial (25%),
      -- retail (22%),
      -- multifamily (10%), and
      -- lodging (10%).

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the specially serviced and watchlisted
loans.  The expected losses and resultant credit enhancement
levels adequately support the current rating actions.

                         Ratings Lowered

        Bear Stearns Commercial Mortgage Securities Inc.
   Commercial mortgage pass-thru certificates series 2001-TOP2

                      Rating
                      ------
           Class   To      From     Credit Enhancement
           -----   --      ----     ------------------
           H       BB-     BB                    3.06%
           J       B+      BB-                   2.26%

                        Ratings Affirmed

        Bear Stearns Commercial Mortgage Securities Inc.
   Commercial mortgage pass-thru certificates series 2001-TOP2

              Class   Rating    Credit Enhancement
              -----   ------    ------------------
              A-1     AAA                   15.98%
              A-2     AAA                   15.98%
              B       AA                    13.18%
              C       A                      9.99%
              D       A-                     8.92%
              E       BBB                    6.39%
              F       BBB-                   5.46%
              G       BB+                    3.73%
              X-1     AAA                    N/A
              X-2     AAA                    N/A

                      N/A - Not applicable


CARROLS CORP: Launching Up to $200 Million Senior Debt Offering
---------------------------------------------------------------
Carrols Corporation commenced an offer to sell up to $200 million
of senior subordinated notes due 2012.  Concurrently with the
consummation of the offering of senior subordinated notes, the
Company also plans to enter into a new senior credit facility
providing for term loan borrowings and a revolving credit
facility.

The Company expects to use the net proceeds of the offering and
borrowings under the Company's proposed new senior credit facility
to:

   -- purchase or redeem $170 million outstanding principal amount
      of its 9-1/2% Senior Subordinated Notes due 2008, Series B,

   -- repay outstanding borrowings under its existing senior
      credit facility, and

   -- make a distribution to its sole stockholder, Carrols
      Holdings Corporation (which will in turn, make a
      distribution to its stockholders either in the form of a
      dividend and/or a redemption) and to its employee and
      director option holders.

The Company's outstanding 9-1/2% Notes are subject to a previously
announced cash tender offer that is currently scheduled to expire
on Dec. 14, 2004.

The new senior subordinated notes are being offered in the United
States to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933 and outside of the United States
pursuant to Regulation S under the Securities Act.  The notes will
not be registered under the Securities Act, or the securities laws
of any state or other jurisdiction, and may not be re-offered,
sold, assigned, transferred, pledged, encumbered or otherwise
disposed of in the United States without registration or an
applicable exemption from the registration requirements.

This announcement is neither an offer to sell nor a solicitation
of an offer to buy, the new senior subordinated notes, nor is it
an offer to purchase or a solicitation of an offer to purchase the
9-1/2% Notes.

                        About the Company

Carrols Corporation is one of the largest restaurant companies in
the U.S. operating 536 restaurants in 17 states.  Carrols is the
largest franchisee of Burger King restaurants with 351 Burger
Kings located in 13 Northeastern, Midwestern and Southeastern
states, as of September 30, 2004.  It also operates two regional
Hispanic restaurant chains that operate or franchise more than
200 restaurants.  Carrols owns and operates 125 Taco Cabana
restaurants located in Texas, Oklahoma and New Mexico, and
franchises eight Taco Cabana restaurants, as of Sept. 30, 2004.
Carrols also owns and operates 60 Pollo Tropical restaurants in
south and central Florida, and franchises 25 Pollo Tropical
restaurants in Puerto Rico (20 units), Ecuador (4 units) and South
Florida, as of September 30, 2004.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 23, 2004,
Moody's Investors Service assigned ratings of B1 and B3,
respectively, to the proposed new bank loan and senior
subordinated notes of Carrols Corporation.  Net proceeds from the
new debt will pay a $141 million dividend to the equity owners and
refinance existing long-term debts.  Negatively impacting the
company's ratings are the company's high financial leverage and
the challenges in permanently stabilizing operations at Burger
King.  However, in spite of increasing debt to pay the sizable
dividend, the good performance and development potential of the
Pollo Tropical and Taco Cabana concepts benefit Moody's opinion of
the company.  The rating outlook is stable.


CATHOLIC CHURCH: Bates Butler Retains Fennemore Craig as Counsel
----------------------------------------------------------------
A. Bates Butler, III, the Unknown Claims Representative in the
Diocese of Tucson's Chapter 11 case, sought and obtained Judge
Marlar's permission to retain Fennemore Craig, PC, as his counsel,
effective as of October 27, 2004.

Mr. Butler needs the assistance of counsel to properly perform his
responsibilities.  Mr. Butler selected Fennemore Craig because the
firm has reasonable experience and is well qualified to represent
him in Tucson's Chapter 11 proceedings.

Fennemore Craig will:

   -- file pleadings in the case and on appeal as may be
      necessary;

   -- take appropriate discovery;

   -- work with other professionals and experts;

   -- advise Mr. Butler on the various legal issues which may
      arise; and

   -- appear in Court on Mr. Butler's behalf, if deemed
      necessary.

Mr. Butler is a director at Fennemore Craig where he practices
law.  Mr. Butler, however, attests that his association with the
firm will not hinder his ability to perform his responsibilities
and duties as Unknown Claims Representative.  To the contrary,
Mr. Butler believes that the firm's retention would enhance his
service and allow him to more efficiently and effectively perform
his responsibilities and duties.

Fennemore Craig will be retained at its standard hourly rates and
will be seeking reimbursement of all fees and costs from Tucson as
an administrative expense on the same level as all other
administrative expenses and professionals.  The attorneys within
the firm presently contemplated to primarily represent Mr. Butler
and their hourly rates are:

           Professional          Position         Rate
           ------------          --------         ----
           Cathy L. Reece        Director         $360
           Nicholas Hoskins      Associate         155
           Carol Levine          Paralegal         115

Other attorneys, paralegals and clerks in the firm may be used
from time to time as Mr. Butler directs.

Cathy L. Reece, a shareholder and director at Fennemore Craig,
ascertains that the firm is a disinterested entity and represents
no interest adverse to Mr. Butler in the matters on which it is to
be engaged.

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)


COLFAX CORP: S&P Assigns BB- Rating to $165M Sr. Sec. Facilities
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
secured bank loan ratings to Colfax Corporation's $165 million
senior secured credit facilities due in 2008 and 2011.

The recovery rating is '3', indicating that there is the
likelihood of meaningful recovery of principal in the event of a
default (50%-80%).  At the same time, the 'BB-' corporate credit
was affirmed.  The outlook is positive.

Colfax is a private holding company principally owned by the Rales
brothers.  Broad customer and geographic diversity, with sizable
aftermarket sales and limited fixed and working capital intensity,
generate consistent positive cash flow, even in a weak economic
environment.

Colfax will sell its Power Transmission Group to Genstar Capital
LP, a sale that is expected to close by the end of 2004.

Although the sale of PT Group will weaken the company's diversity,
it is likely to have a modest impact on the overall business risk
of Colfax, since PT Group has experienced lower operating margins
than Colfax's pump business, where the company will still hold
leading niche positions.

"Although proceeds from the sale of the PT Group will initially
deleverage the company, Colfax will use the cash to redeem
preferred stock of $100 million and to repay debt," said Standard
& Poor's credit analyst John Sico.  "Bolt-on acquisitions in niche
businesses associated with the pump segment are subsequently
likely.  Prospectively, if the acquisition pace is balanced and
credit protection measures improve over time, there is potential
for a higher rating."

Colfax consistently has generated free cash flow and is expected
to continue to do so.  The proceeds from the sale of its PT Group
together with a new credit agreement will be used to redeem
preferred stock of $100 million, pay down debt, and possibly fund
acquisitions in the fluid handling business in the near term.

The company's $165 million senior secured credit facilities,
consisting of a $50 million revolving credit facility due in 2008
and a $115 million term loan due in 2011, are secured by all the
assets of the company under first liens.


CONTINENTAL RESOURCES: Asks S&P to Withdraw B Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' corporate
credit rating on independent oil and gas exploration and
production company Continental Resources, Inc., was withdrawn at
the company's request.

In addition, the ratings on Continental's subordinated notes were
also withdrawn.  These ratings actions were prompted by the
company's recent redemption of all of its outstanding public debt.


CORDOVA FUNDING: Moody's Slices Senior Secured Rating to B3
-----------------------------------------------------------
Moody's Investors Service downgraded the debt rating of Cordova
Funding Corporation to B3 from B1 (Senior Secured) reflecting its
exposure to El Paso Corporation (B3 Senior Implied) for its future
cash flow, and the outlook for high natural gas prices and weak
merchant power markets in the Midwest.

Cordova has a tolling agreement with El Paso, which supplies gas
to the facility and takes any power generated.  This project is
dependent upon the guaranteed capacity payments from El Paso.
Until May 2004, it had been selling 50% of its capacity under
contract to MidAmerican Energy Company (A3 Senior Unsecured), a
regulated Iowa utility.  While the agreement with El Paso does
allow Cordova to sell 50% of its capacity to a third party,
Moody's views this to be unlikely given the current over-capacity
in the Midwestern power generation market.  Going forward, Cordova
will be completely dependent upon El Paso Corporation or the
merchant market for its cash flow.  This rating action is being
taken to reflect the credit profile and rating of El Paso
Corporation.  The rating outlook is stable.

The rating action also reflects the fact that Cordova's financial
performance is below base case projections.  Specifically, the
debt service coverage ratios have fallen below the base case
levels as outlined in the Private Placement Memorandum, and
Moody's anticipates that this trend will continue.

Due to higher gas prices than originally projected, the plant has
been operating at a rate that is well below expectations.  This
circumstance is likely to continue if natural gas prices remain
high.  In addition, there are significant amounts of new gas fired
plants in the Midwest, which could pressure capacity prices and
further weaken the cash flows of Cordova.  This very low heat rate
plant is not expected to generate much electricity under a high
gas price scenario, and is highly dependent, therefore, on
capacity prices in order to continue to service its debt in a
timely manner.

Supporting the rating are structural features that include a
security interest in the assets of the project and reserves
representing 6 months of debt service backed by a MidAmerican
Energy Holdings Company (Baa3 Senior Unsecured) guarantee.

The stable rating outlook reflects the stable outlook for El Paso
Corporation.

Cordova Funding Corporation is the financing subsidiary of Cordova
Energy Center, a roughly 500 MW gas fired generation facility
located in Iowa.  It is indirectly wholly owned by MidAmerican
Energy Holdings Company.


CORPORATE BACKED: S&P Puts Junk Ratings on CreditWatch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch status
of its ratings assigned to Corporate Backed Trust Certificates
Series 2001-6 Trust and Corporate Backed Trust Certificates Series
2001-19 Trust to positive from developing.

Series 2001-6 and 2001-19 are swap independent synthetic
transactions that are weak-linked to the underlying securities,
Delta Air Lines, Inc.'s 8.3% senior unsecured notes due Dec. 15,
2029.  The rating actions reflect the Nov. 24, 2004, CreditWatch
revision involving the senior unsecured debt ratings on Delta Air
Lines, Inc., to CreditWatch positive from CreditWatch developing.

A copy of the Delta Air Lines, Inc.-related Research Update dated
Nov. 24, 2004, is available on RatingsDirect, Standard & Poor's
Web-based credit analysis system, at http://www.ratingsdirect.com/

                Creditwatch Implications Revised

     Corporate Backed Trust Certificates Series 2001-6 Trust
  $57 million corporate-backed trust certificates series 2001-6

                                 Rating
                                 ------
                  Class    To              From
                  -----    --              ----
                  A-1      C/Watch Pos     C/Watch Dev
                  A-2      C/Watch Pos     C/Watch Dev
                  A-3      C/Watch Pos     C/Watch Dev

    Corporate Backed Trust Certificates Series 2001-19 Trust
$27 million corporate-backed trust certificates series 2001-19

                                 Rating
                                 ------
                  Class    To              From
                  -----    --              ----
                  A-1      C/Watch Pos     C/Watch Dev
                  A-2      C/Watch Pos     C/Watch Dev


COVANTA ENERGY: Lake II Files Lake County Settlement Agreement
--------------------------------------------------------------
On November 18, 2004, Covanta Lake II, Inc., delivered to the U.S.
Bankruptcy Court for the Southern District of New York a copy of
its settlement agreement with Lake County, Florida, as supplement
to its Amended Reorganization Plan and Disclosure Statement.

The Plan contemplates the Debtor's entry into the Settlement
Agreement to resolve prepetition issues with Lake County and avoid
the continued expense, uncertainty and delay of litigation.

As previously reported, Covanta Energy Corporation, Covanta Lake
II and Lake County are parties to numerous agreements pertaining
to the development, financing, and operation of a waste-to-energy
facility in Okahumpka, Florida, including:

   -- Addendum XII to NRG/Lake County Service Agreement dated
      November 8, 1988; and

   -- the Ogden Corporation Guarantee dated as of November 1,
      2003.

The Settlement Agreement will resolve:

   (a) Two lawsuits, Case No. 00-2894CA and Case No. 01-581CA,
       commenced by Lake County against Covanta Lake II before
       the Fifth Circuit Judicial Court of Florida;

   (b) Covanta Lake II's request for the assumption of the
       Service Agreement, filed with the Bankruptcy Court;

   (c) Covanta Lake II and Covanta's adversary proceeding against
       Lake County; and

   (d) Covanta's appeal before the Fifth District Court of
       Appeal from the Fifth Judicial Circuit Court's order
       declaring that the terms and conditions of the Service
       Agreement rendered Covanta a public agency subject to The
       Public Records Act.

A copy the Settlement Agreement, dated October 26, 2004, is
available for free at:

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

The salient terms of the Settlement Agreement include:

   (1) Lake County and Covanta Lake II will jointly:

          * (x) petition the Florida Court in Case No. 01-581CA
            to implement the Settlement Agreement, vacate the
            order declaring that the terms and conditions of the
            Service Agreement rendered Covanta a public agency,
            and (y) take the other actions as are necessary to
            render the decision a nullity and of no precedential
            effect; and

          * use their best efforts to dismiss the Appeal with
            prejudice, each party to bear its own costs and fees.

   (2) Covanta Lake II and Lake County will dismiss with
       prejudice all of the claims and defenses each has asserted
       in Case No. 00-2894CA, each party to bear its own costs
       and fees;

   (3) The Assumption Motion will be withdrawn and the Adversary
       Proceeding will be dismissed with prejudice, each party
       to bear its own costs and fees;

   (4) Lake County will withdraw all claims it has filed in
       Covanta Lake II's and Covanta's cases;

   (5) Lake County and Covanta Lake II will enter into a Waste
       Disposal Agreement;

   (6) Covanta Lake II's performance under the Waste Disposal
       Agreement will be guaranteed by Covanta;

   (7) All agreements between Lake County, on the one hand, and
       Covanta Lake II or Covanta on the other hand, not
       specifically preserved by the Settlement Agreement or the
       Waste Disposal Agreement will automatically terminate on
       the Effective Date, provided that Surviving Documents will
       not terminate;

   (8) Lake County and Covanta Lake II will continue to operate
       under the terms of the Service Agreement until the
       Effective Date.  The Waste Disposal Agreement will be
       executed on the Effective Date and will supersede the
       Service Agreement;

   (9) For all periods through and including the Effective Date,
       Lake County will continue to make all undisputed portions
       of the monthly payments under the Service Agreement to
       Covanta Lake II, which will be calculated in a manner
       consistent with which the monthly payments have been
       calculated during 2003 and 2004;

  (10) On the Effective Date, Lake County will:

          * pay to Covanta Lake II all unpaid property taxes,
            interest, and penalties accrued or billed by the Lake
            County Tax Collector before the Effective Date;

          * pay to the indenture trustee for the industrial
            revenue bonds issued in 1993, $100,000 per month for
            each month starting September 2003 through and
            including the month during which the Effective Date
            occurs, less the aggregate amount of any full or
            interim payments of the monthly $100,000 amount to
            Covanta Lake II by Lake County prior to the Effective
            Date; and

          * begin to pay any amounts due under the Waste
            Disposal Agreement;

  (11) Covanta Lake II will cooperate reasonably with Lake County
       to seek a reduction of the property taxes assessed
       against the Facility;

  (12) Lake County and Covanta Lake II will agree as to the
       amount of all final, undisputed amounts due under the
       Service Agreement, which were deferred at the Effective
       Date for post-Closing true-up;

  (13) On the Effective Date, Lake County withdraws with
       prejudice all rights, claims, causes of action and
       defenses that pertain to the alleged lack of authority of
       the Lake County Board of County Commissioners or
       illegality or unconstitutionality of the Service
       Agreement, or which assert that Covanta or Covanta Lake II
       is a public agency.  Lake County will not assert any
       rights, claims, causes of action and defenses with respect
       to the Settlement Agreement, the Waste Disposal Agreement,
       the Covanta Parent Guaranty or any other of the agreements
       contemplated or preserved by the Settlement Agreement or
       the Plan;

  (14) The parties will exchange releases on the Effective Date;

  (15) On or prior to the Effective Date, the parties will
       cooperate to modify, assign, transfer, or take the other
       actions with respect to the Loan Agreement, the Mortgage
       and Security Agreement, as defined in the Plan, to and
       other relevant agreements as are reasonably required by
       the entities providing the new financing required to
       refund and retire the 1993 Bonds; and

  (16) The parties will file with the Court a stipulation to
       facilitate the implementation of the Plan and Settlement
       Agreement, and to finally and permanently resolve all of
       their disputes.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation.  Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans. (Covanta Bankruptcy News, Issue No. 70;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CSFB MORTGAGE: Fitch Rates Privately Offered Cert. Class C-B-4 BB
-----------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corp. mortgage
pass-through certificates, series 2004-8, is rated as follows by
Fitch Ratings:

   -- $759.3 million classes I-A-1 through I-A-9, VIII-A-1 through
      VIII-A-7, AR, AR-L, II-A-1, IV-A-1 through IV-A-8, V-A-1,
      V-A-2, VII-A-1, III-A-1 through III-A-5, VI-A-1, IV-X, VI-X,
      A-P, A-X, D-X and D-P (senior certificates) 'AAA';

   -- $4.9 million class C-B-1 certificates 'AA';

   -- $1.7 million class C-B-2 certificates 'A';

   -- $989,797 class C-B-3 certificates 'BBB';

   -- $565,598 privately offered class C-B-4 certificates 'BB'.

The mortgage loans are separated into eight loan groups.  Loan
groups I and VIII are cross-collateralized with the class C-B
certificates that support the class I-A-1 through I-A-9, VIII-A-1
through VIII-A-7, A-X, A-P, A-R, and AR-L certificates.  Loan
groups II, IV, V, and VII are cross-collateralized with the class
D-B certificates that support the class II-A-1, IV-A-1 through
IV-A-8, V-A-1, V-A-2, VII-A-1, IV-X, D-X, D-P, and A-P
certificates.  Loan groups III and VI are cross-collateralized
with the class B certificates that support the class III-A-1
through III-A-5, VI-A-1, VI-X, A-X, and A-P certificates.  The
certificates generally receive distributions based on collections
on the mortgage loans in the corresponding loan group or loan
groups.

The 'AAA' rating on the group I and VIII senior certificates
reflects the 3.25% subordination provided by:

         * the 1.75% class C-B-1,
         * the 0.60% class C-B-2,
         * the 0.35% class C-B-3,
         * the 0.20% privately offered class C-B-4,
         * the 0.20% privately offered class C-B-5, and
         * the 0.15% privately offered class C-B-6 certificates.

The 'AAA' rating on the group II, IV, V, and VII senior
certificates reflects the 5.75% subordination provided by:

         * the 3.15% class D-B-1 (not rated by Fitch),

         * the 1% class D-B-2 (not rated by Fitch),

         * the 0.50% class D-B-3 (not rated by Fitch),

         * the 0.60% privately offered class D-B-4 (not rated by
           Fitch),

         * the 0.35% privately offered class D-B-5 (not rated by
           Fitch), and

         * the 0.15% privately offered class D-B-6 (not rated by
           Fitch) certificates.

The 'AAA' rating on the group III and VI senior certificates
reflects the 2.25% subordination provided by:

         * the 1.25% class B-1,
         * the 0.40% class B-2,
         * the 0.20% class B-3,
         * the 0.20% privately offered class B-4,
         * the 0.10% privately offered class B-5, and
         * the 0.10% privately offered class B-6 certificates,

all of which Fitch does not rate as well.

Fitch believes the credit enhancement will be adequate to support
mortgagor defaults as well as bankruptcy, fraud and special hazard
losses in limited amounts.  In addition, the ratings also reflect
the quality of the underlying mortgage collateral, strength of the
legal and financial structures, and the master servicing
capabilities of Wells Fargo Bank, N.A., which is rated 'RMS1' by
Fitch.

The trust will contain eight groups of fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties with an approximate aggregate principal balance of
$793,811,028.

The mortgage loans in Groups I and VIII initially consist of
547 fixed-rate mortgage loans with an aggregate principal balance
of $282,799,302 as of the cut-off date, Nov. 1, 2004.  The
mortgage pool has a weighted average loan-to-value ratio -- LTV --
of 69.6% with a weighted average mortgage rate of 6.02%.  Cash-out
refinance loans account for 21.6% and second homes 5.6%.  The
average loan balance is $517,001 and the loans are primarily
concentrated in:

               * California (46.2%),
               * Texas (7.7%), and
               * Massachusetts (4.8%).

The mortgage loans in Groups II, IV, V, and VII consist of
1,531 fixed-rate mortgage loans with an aggregate principal
balance of $395,520,792 as of the cut-off date.  The mortgage pool
has a weighted average LTV of 69.9% with a weighted average
mortgage rate of 6.21%.  Cash-out refinance loans account for
32.3% and second homes 4.4%.  The average loan balance is $258,206
and the loans are primarily concentrated in:

               * California (30.6%),
               * New York (12.8%), and
               * Florida (8.4%).

The mortgage loans in Groups III and VI consist of 234 fixed-rate
mortgage loans with an aggregate principal balance of $115,490,934
as of the cut-off date.  The mortgage pool has a weighted average
LTV of 61.6% with a weighted average mortgage rate of 5.47%.
Cash-out refinance loans account for 32.9% and second homes 3.3%.
The average loan balance is $493,551 and the loans are primarily
concentrated in:

               * California (49.7%),
               * New York (13.7%), and
               * Colorado (3.5%).

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

U.S. Bank National Association will serve as trustee.  Credit
Suisse First Boston Mortgage Securities Corp., a special purpose
corporation, deposited the loans in the trust, which issued the
certificates.  For federal income tax purposes, an election will
be made to treat the trust as one real estate mortgage investment
conduit -- REMIC.


DB COMPANIES: Hires CB Richard Ellis as Real Estate Broker
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave DB
Companies, Inc., and its debtor-affiliates permission to employ CB
Richard Ellis as their real estate broker.

The Debtors tell the Court that they employed CB Richard in
connection with the proposed sale of their corporate headquarters
located at 25 Concord Avenue in Pawtucket, Rhode Island.

The Debtors are now in the process of liquidating all of their
assets and winding down its operations and as a result, they no
longer need the real property where their corporate headquarters
is located.

The Debtors add that employing CB Richard will enhance the sale of
the property.

CB Richard's primary purpose is to provide the Debtors with
professional assistance to market the corporate headquarters
property and locate potential buyers for it.

Charles T. Francis, a License Agent at CB Richard, discloses that
the Firm did not receive any retainer.

Mr. Francis reports that under the terms of the Engagement
Agreement signed between the Debtors and CB Richards and approved
by the Court, the Firm would be employed for three months,
commencing from November 4, 2004, up to February 4, 2005.

Mr. Francis adds that CB Richard will be paid a commission fee
equal to five percent of the gross sale price of a successful sale
of the property.  If a real estate broker other than CB Richard is
involved, a fee of six percent of the gross price would be equally
divided between the Firm and the other broker.

CB Richard assures the Court that it does not represent any
interest adverse to the Debtors or their estate.

Headquartered in Pawtucket, Rhode Island, DB Companies, Inc.
-- http://www.dbmarts.com/-- operates and franchises a regional
Chain of DB Mart convenience stores in Connecticut, Massachusetts,
Rhode Island, and the Hudson Valley region of New York.  The
Company filed for chapter 11 protection on June 2, 2004 (Bankr.
Del. Case No. 04-11618).  William E. Chipman, Jr., Esq., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated assets of over $50 million and
debts of approximately $65 million.


DELTA FUNDING: S&P Downgrades Class B Rating to B From BB+
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B certificates issued by Delta Funding Home Equity Loan Trust
1999-2 to 'B' from 'BB+'.  At the same time, ratings are affirmed
on the remaining classes from the same series.

The lowered rating reflects:

   -- erosion of credit support due to adverse collateral pool
      performance;

   -- current credit support for class B of 1.42% (prior to giving
      credit to excess spread), far below its original support
      level;

   -- overcollateralization that has been reduced to
      $964,360, well below its original o/c target of $4,830,000;

   -- realized losses that have exceeded excess interest cash flow
      by an average of 1.94x in the most recent six months; and

   -- serious delinquencies (90-plus days, foreclosure, and REO)
      during the same six-month period that averaged 21.36%.

Standard & Poor's reviewed the results of stressed cash flow runs
for the transaction and determined that the remaining credit
support for the class was not consistent with the prior rating.
Standard & Poor's will continue to monitor the performance of the
transaction to ensure the assigned rating accurately reflects the
risks associated with this security.

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

Credit support for class B is provided by excess interest and o/c.
In addition, all other classes receive further support from
subordination.

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

   -- Classes A-6F, A-7F, A-1A: 65.52%
   -- Class M-1: 39.20%
   -- Class M-2: 12.88%
   -- Class B: 1.42%

The collateral consists of fixed- and adjustable-rate home equity
first and second lien loans secured by one- to four-family
residential properties.

                         Rating Lowered

           Delta Funding Home Equity Loan Trust 1999-2
                    Asset-backed certificates

                                  Rating
                                  ------
                   Class       To         From
                   -----       --         ----
                   B           B          BB+


                        Ratings Affirmed

           Delta Funding Home Equity Loan Trust 1999-2
                    Asset-backed certificates

                 Class                   Rating
                 -----                   ------
                 A-6F, A-7F, A-1A        AAA
                 M-1                     AA
                 M-2                     A


DII INDUSTRIES: Court Approves Settlement Agreement with PLMC
-------------------------------------------------------------
Halliburton Company and DII Industries, LLC, entered into a
settlement agreement with certain Participating London Market
Companies.  The agreement resolves the parties' disputes relating
to:

    (i) certain policies that provide insurance coverage to DII
        Industries and Halliburton and certain related entities in
        connection with asbestos and silica-related claims -- PLMC
        Insurance Policies;

   (ii) the Coverage-In-Place Agreement between certain
        Underwriters at Lloyd's, London and certain London Market
        Companies, Dresser Industries, Inc., Harbison-Walker
        Refractories Company, and Global Industrial Technologies,
        Inc., with an effective date of December 15, 1998 -- DII
        Industries CIP;

  (iii) the Coverage-In-Place Agreement between certain
        Underwriters at Lloyd's London and certain London Market
        Companies and Dresser Industries, Inc., dated September 9,
        1999 -- Worthington CIP; and

   (iv) numerous lawsuits -- PLMC Coverage Lawsuits -- that are
        currently pending between, among others, DII Industries,
        Harbison-Walker, and the PLMCs relating to the DII
        Industries CIP, the Worthington CIP, and the PLMC
        Insurance Policies.

The PLMC Insurance Policies cover, among other things:

    -- refractory asbestos-related claims that are covered by the
       DII Industries CIP and shared with Harbison-Walker; and

    -- asbestos-related liabilities arising out of the historical
       operations of Worthington and its successors, which claims
       are subject to the Worthington CIP and to claims by
       Federal-Mogul Products, Inc., and Cooper Industries, Inc.,
       that they have shared rights to coverage.

At DII Industries, LLC, and its debtor-affiliates' request, the
United States Bankruptcy Court for the Western District of
Pennsylvania approves the PLMC Settlement Agreement.  The salient
terms of the PLMC Settlement Agreement are:

    (a) PLMC Settlement Payment

        The PLMCs will collectively pay DII $153,378,453, subject
        to increase and decrease.

    (b) Dismissal of Appeals

        The PLMCs agree to dismiss all of their appeals from the
        Confirmation Order.

    (c) Vertical Split

        Subject to potential election by Halliburton and DII, the
        several shares of the solvent PLMCs on Policy Nos.
        564/UC0017 and 564UC0018 will be allocated an amount equal
        to the net present value of their remaining products
        aggregate limits taking into account the annual payment
        cap.  The parties are discussing a possible 50-50 vertical
        split of limits on these relevant Studebaker-Worthington
        and McGraw Edison policies.

    (d) Releases

        The parties will exchange mutual releases.

    (e) Indemnification

        Halliburton, DII, and Reorganized DII will hold the PLMCs
        harmless and provide them a full, uncapped
        indemnification.

    (f) Assignment of Subrogation, Contribution and Reimbursement
        Rights Against Other Insurers

        Other than claims against their reinsurers, the PLMCs
        will not pursue subrogation, equitable or legal indemnity,
        contribution, or reimbursement of the PLMC Settlement
        Amount or any part from any third party, including any
        other primary or excess DII or Halliburton insurer.

    (g) Dismissal of PLMC Coverage Lawsuits and Standstill
        Agreement

        DII and PLMC will dismiss, without prejudice, their claims
        or cross-claims against each other in the PLMC Coverage
        Lawsuits.  The dismissals will be converted by the parties
        into dismissals with prejudice within 14 days after all
        conditions precedent set forth in the PLMC Settlement
        Agreement have been satisfied or expressly waived by all
        PLMCs in writing.

A full-text copy of the PLMC Settlement Agreement is available for
free at:


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

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)


DTI DENTAL: Sept. 30 Balance Sheet Upside-Down by $4.04 Million
---------------------------------------------------------------
DTI Dental Technologies, Inc. (TSX VENTURE:DTI), reported its
financial results for the three-month and nine-month periods ended
September 30, 2004.  The results include:

   -- revenue for the quarter amounted to $8.1 million, an
      increase in revenue of 18.3% and revenue for the nine months
      amounted to $25.2 million, an increase in revenue of 20.4%
      over the comparable periods in 2003.

   -- same lab growth in Canada of 12.6% for the quarter and 11.8%
      for the nine-month period.

   -- same lab growth of 4.9% for the quarter and 9.6% for the
      nine-month period for labs operating in the USA, in local
      currency.

   -- lab operating income increased 32.7% to $1.7 million for the
      quarter and 38.1% to $5.8 million year to date over the
      comparable periods in 2003.

   -- DTI generated EBITDA (earnings before amortization,
      interest, and taxes) of $909,786 or 11.2% of sales for the
      quarter and $3.8 million or 15.2% for the nine-month period
      compared to $719,383 or 10.5% of sales and $2.6 million or
      12.3% of sales for the same periods in 2003.

   -- net income of $334,887 ($0.05 per share) for the nine-month
      period and net loss of $159,418 ($0.02 per share) for the
      quarter compared to a net loss of $244,203 ($0.04 per share)
      and a net loss of $231,643 ($0.03 per share) for comparable
      periods in 2003.

As of September 2004, DTI Dental's stockholders' deficit narrowed
to $4,036,645 from $4,233,256 at December 2003.

"DTI's operating performance in the third quarter has continued to
show steady growth of approximately 18% in sales and 33% in lab
operating income.  I am particularly pleased with our year to date
internal sales growth rate of 10.3% (excluding the impact of
currency fluctuation) and the solid growth in DTI's profitability.
Although DTI is well positioned for further growth the company is
subject to certain risks associated with currency fluctuations
between the American and Canadian dollar.  An increase in the
Canadian dollar relative to the U.S. dollar has an adverse effect
on the Company's profitability, for that reason we are monitoring
the recent strengthening of the Canadian dollar carefully," said
Paolo Kalaw, Chief Executive Officer.

Sales increased 18.3% from $6.8 million in the third quarter of
2003 to $8.1 million for the same period in 2004.  Of this
increase $1.1 million was as a result of the laboratories acquired
in 2004.

On a year to date basis, sales increased 20.4% from $20.9 million
in 2003 to $25.2 million in 2004. Of the increase, $3.3 million
was as a result of the labs acquired in 2003 and 2004.

Internal sales growth for the quarter amounted to 12.6% and 11.8%
for the nine-month period in labs operating in Canada.  Internal
sales growth for labs operating in the United States amounted to
4.9% for the quarter and 9.6% for the nine-month periods (in local
currency).  The internal sales growth reflects a moderate
improvement in the industry economic conditions and the impact of
DTI's continued efforts to increase business at existing labs.

Lab operating income, which in management's opinion is the key
performance indicator for the dental labs, increased 32.7% for the
quarter to $1.7 million and 38.1% to $5.8 million year to date.
As a percentage of sales, the lab operating income amounted to
20.7% for the quarter and 23.0% for the nine-month period 2004
compared to 18.5% for the quarter and 20.1% for the nine-month
period 2003.  The labs acquired during 2004 generated lab
operating income equal to 12.8% of their sales for the quarter and
16.7% of their sales on a year to date basis.

"Year to date laboratory operating margins improved by 38% through
reductions in both cost of sales and lab overheads." said Mr.
Kalaw.  "We expect improvement in operating margins in both the
existing and new labs for the balance of the year."

After head office lab support and other corporate expenses the
company generated EBITDA (earnings before interest, taxes,
amortization) of $909,786 or 11.2% of sales for the quarter and
$3.8 million or 15.2% on a year to date basis, compared to
$719,383 or 10.5% of sales and $2.6 million or 12.3% of sales for
the same periods in 2003.

DTI has made steady improvement in profits, with a net income of
$334,887 or $0.05 per share compared to a net loss of $244,203 or
($0.04) per share for the same period in 2003.  The quarter
continued to show progress with a 31.2% reduction in net losses in
2004 compared to 2003 resulting in a loss of $159,418 or ($0.02)
per share for the quarter.

The Company reported an improvement in cash generated from
operating activities of $2.0 million for the nine-month period
while cash generated for the quarter remained constant at
$494,346.  On a year to date basis this was as a result of
improved operating cash performance in the amount of $489,620 and
the positive effect of changes in working capital of $1.5 million
compared to 2003.

Ongoing capital needs for equipment at the laboratories amounted
to $238,302 for the quarter and $499,473 for the nine-month
period.

The Company invested $1.5 million in dental lab acquisitions in
the first nine months of 2004 and $696,537 in the same period of
2003.

Financing activities for the quarter amounted to $577,810, a
decrease of 70.7% or $1.4 million compared to 2003.  Activities
were primarily comprised of the repayment of vendor notes in the
amount of $558,432.

DTI Dental Technologies, Inc., is a multi-site operator of premium
quality dental laboratories, with fourteen labs in six U.S. states
and three Canadian provinces.  DTI's laboratories custom design
and fabricate crowns, bridges, dentures, cosmetic appliances and
orthodontic appliances.  DTI's experienced management team is
committed to building shareholder value by increasing market
share, revenue and cash flow through carefully targeted
acquisitions and improved marketing, training, and business
processes.  DTI is well positioned to capitalize on growing demand
by our aging population for high quality cosmetic and restorative
dental products.


DYKESWILL LTD: Wants Exclusive Filing Period Extended to Jan. 23
----------------------------------------------------------------
Dykeswill Ltd. asks the U.S. Bankruptcy Court for the Southern
District of Texas to extend until January 31, 2005, the period
within which it has the exclusive right to file a disclosure
statement and plan of reorganization.

The requested extension will enable the Debtor to obtain financing
and get appraisals to assist its refinancing and plan preparation
efforts.

The Debtor assures the Court that an extension will not harm or
prejudice its creditors.

Headquartered in Corpus Christi, Texas, Dykeswill Ltd. is in the
real estate investment business and owns various real estate
properties including 400 acres in Hawaii.  The Company filed for
Chapter 11 protection on July 26, 2004 (Bankr. S.D. Tex. Case No.
04-20974).  Richard L. Fuqua, Esq., at Fuqua & Keim, L.L.P.,
represents the Debtor in its restructuring efforts.  When the
company filed for protection from its creditors, it listed over
$10 million in assets and more than $1 million in debts.


FEDERAL-MOGUL: Court Approves Kelsey-Hayes Settlement Agreement
---------------------------------------------------------------
James E. O'Neill, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, in Wilmington, Delaware, relates that in January 2004,
Kelsey-Hayes Company filed a lawsuit against Federal-Mogul
Corporation and its debtor-affiliates in the United States
District Court for the Eastern District of Michigan, Southern
Division.  Kelsey-Hayes alleged that the Debtors manufactured and
sold substantial quantities of brake pads, which infringed,
induced others to infringe, or contributorily infringed two
patents owned by Kelsey-Hayes -- U.S. Patent No. 4,527,669 and
U.S. Patent No. 5,323,882.  The Patents relate to certain friction
pad assemblies used in disc brakes.

The Debtors vigorously disputed any claims of infringement of the
Patents and other claims made in the Michigan Action.

The Debtors and Kelsey-Hayes undertook negotiations to reach an
amicable settlement.  As approved the U.S. Bankruptcy Court for
the District of Delaware, the Parties agree that:

   (a) Kelsey-Hayes will make no other infringement claim with
       respect to the '669 patent and the '882 patent against the
       Federal-Mogul parts and products accused by Kelsey-Hayes
       of infringement in the Michigan Action or any other
       Federal-Mogul parts or products made or sold by the
       Debtors which may fall within any claim of the '669 patent
       or the '882 patent;

   (b) Kelsey-Hayes will:

       (1) waive any and all past damages for the alleged
           infringement of the Patents by the Debtors or their
           affiliates, joint venture partners, and private label
           customers; and

       (2) release the Debtors, their customers and end users
           from all claims relating to the use and manufacture of
           the Debtors' products prior to the date of the
           Settlement Agreement from infringement claims in
           connection with the Patents;

   (c) Kelsey-Hayes agrees:

       (1) not to sue the Debtors and certain additional entities
           with respect to a wide range of specified matters
           relating to the Michigan Action and the Patents; and

       (2) that the Debtors may make, have made, use, sell, offer
           for sale, or import for use in the United States
           products covered by the '882 Patent under a fully
           paid-up, royalty-free, non-exclusive license;

   (d) The Debtors will pay Kelsey-Hayes $650,000 in two
       installments.  The first payment for $450,000 will be made
       without delay.  The second $200,000 payment will be made
       no later than July 1, 2005;

   (e) Upon the wire transfer of the first installment by the
       Debtors, Kelsey-Hayes will file an executed Stipulation
       and Order of Dismissal with Prejudice pursuant to Rule
       41(a) of the Federal Rules of Civil Procedure, dismissing
       all claims in connection with the Michigan Action; and

   (f) The Parties' releases with respect to the Michigan Action
       will become effective upon full payment of the Settlement
       Amount.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J.
Nyhan, Esq., James F. Conlan, Esq., and Kevin T.  Lantry, Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities.  (Federal-Mogul
Bankruptcy News, Issue No. 68; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FINOVA CAPITAL: Sells 16 Triple-Net Leased Assets to First Union
----------------------------------------------------------------
First Union Real Estate Equity and Mortgage Investments (NYSE:
FUR) acquired from Finova Capital Corporation 16 triple-net leased
properties containing approximately 2.5 million gross square feet
for a gross purchase price of approximately $91.6 million,
inclusive of the assumption of approximately $31.6 million of
existing first mortgage debt on certain of the properties.

Michael L. Ashner, the chief executive officer of First Union,
commented, "This transaction is representative of the type of
value investing that we are pursuing."

The $61.1 million equity required for this acquisition was
provided in part from the proceeds of a $27 million loan from a
third party as well as $33.6 million in net proceeds realized
from the sale of the Park Plaza property in June 2004 which were
being held by a qualified intermediary to enable First Union to
acquire the properties in a 1031 exchange.

The $27 million loan bears interest at 8.55%, has a three-year
term, subject to two one year extensions and is secured by first
mortgages on certain of the acquired properties as well as First
Union's ownership interest in the single-purpose entities that
hold the acquired properties.  In addition, First Union has the
right to borrow an additional $26 million under the loan facility
upon the satisfaction of certain conditions.  Assuming First Union
elects to borrow these additional funds it is expected that the
borrowing will occur prior to year end.  First Union anticipates
that, subject to the proposed additional financing closing, this
acquisition will generate a current return on an $8 million net
cash investment of 18.5%, exclusive of amortization.

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing.  Loan write-offs had put the firm on
shaky ground.  The Company and its debtor-affiliates and
subsidiaries filed for Chapter 11 protection on March 7, 2001
(U.S. Bankr. Del. 01-00697).  Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, P.A., represents the Debtors.  FINOVA
has since emerged from Chapter 11 bankruptcy.  Financial giants
Berkshire Hathaway and Leucadia National Corporation (together
doing business as Berkadia) own FINOVA through the almost
$6 billion lent to the commercial finance company.


FOSTER WHEELER: Shareholders Approve Share Capitalization Changes
-----------------------------------------------------------------
Foster Wheeler Ltd.'s (OTCBB: FWLRF) shareholders approved a
series of proposals to increase the Company's authorized Common
Share capital, reduce the par value of the Company's Common and
Preferred Shares, and consolidate the Company's authorized Common
Share capital at a ratio of 1-for-20.

As a result of the actions taken at the Company's special and
annual meetings of shareholders, and as of the close of business
on Monday, Nov. 29, 2004, the Company's outstanding shares consist
of:

   -- 6,452,998 Common Shares; and

   -- 599,944 Series B Convertible Preferred Shares convertible,
      at the option of the holder, into 38,996,341 Common Shares.

Assuming full conversion of the Preferred Shares, the equivalent
number of Common Shares currently outstanding would be 45,449,339.

"We are pleased that our shareholders have approved these
important changes to our share capitalization," said Raymond J.
Milchovich, chairman, president, and chief executive officer.

                        About the Company

Foster Wheeler Ltd. -- http://www.fwc.com/-- is a global company
offering, through its subsidiaries, a broad range of design,
engineering, construction, manufacturing, project development and
management, research and plant operation services.  Foster Wheeler
serves the refining, upstream oil and gas, LNG and gas-to-liquids,
petrochemical, chemicals, power, pharmaceuticals, biotechnology
and healthcare industries.  The corporation is based in Hamilton,
Bermuda, and its operational headquarters are in Clinton, New
Jersey, USA.

At September 24, 2004, Foster Wheeler's balance sheet showed a
$441,238,000 stockholders' deficit, compared to an $872,440,000
deficit at December 26, 2003.


FRANCHISE PICTURES: First Creditors Meeting Slated for Dec. 6
-------------------------------------------------------------
The United States Trustee for Region 16 will convene a meeting of
Franchise Pictures LLC's creditors at 1:00 p.m., on Dec. 6, 2004,
at 725 South Figueroa Street, Room 2610 in Los Angeles,
California.  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 officer 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 Los Angeles, California, Franchise Pictures LLC
is an independent motion picture production and distribution
company founded by Elie Samaha and Andrew Stevens, two of the more
prolific producers in the entertainment industry.  Franchise
Pictures and twenty debtor-affiliates filed for chapter 11
protection on August 18, 2004 (Bankr. C.D. Calif. Case No.
04-27996).  David L. Neale, Esq., at Levene Neale Bender Rankin &
Brill, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, each
debtor entity listed less than $50,000 in total assets and more
than $100 million in total debts.


GALAXY 1999-1: Fitch Affirms BB- Ratings on Cert. Class C-2
-----------------------------------------------------------
Fitch Ratings affirms its ratings on two classes of notes issued
by Galaxy 1999-1 CLO Ltd.  These affirmations are the result of
Fitch's review process.  These rating actions are effective
immediately:

   -- $92,000,000 class B-2 notes affirmed at 'BBB-';
   -- $30,000,000 class C-2 notes affirmed at 'BB-';
   -- $50,000,000 class D notes paid in full from 'B-'.

Galaxy is a collateralized debt obligation managed by AIG Global
Investment Corp., which closed June 22, 1999.  Galaxy is composed
of primarily high yield corporate loans with some limited exposure
to high yield bonds.

Since the last rating action, the collateral has continued to show
improvement.  The weighted average rating factor has improved but
remains within the 'B' rating category.  The class A
overcollateralization ratio has increased from 117.28 as of
June 7, 2003 to 121.04 as of the most recent trustee report dated
Oct. 25, 2004.  Galaxy's defaulted assets represented 1.52% of
total collateral and eligible investments, and assets rated 'CCC+'
or lower represented approximately 4.4%, excluding defaults.

The ratings of the class B-2 and class C notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
stated balance of principal by the legal final maturity date.  The
ratings of class D notes address the likelihood that investors
will receive their stated balance of principal by the legal final
maturity date.  Since the class D noteholders have received in
excess of the $50 million original rated amount in residual
distributions, the notes have been designated as paid in full.

Included in this review, Fitch discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy.

As a result of this analysis, Fitch has determined that the
original ratings assigned to the class B-2 and C-2 notes still
reflect the current risk to noteholders.  For more information on
the Fitch VECTOR Model, see 'Global Rating Criteria for
Collateralised Debt Obligations,' dated Sept. 13, 2004, also
available on the Fitch Ratings Web site at
http://www.fitchratings.com/


GE BUSINESS: S&P Places BB Rating on $18.6M Class D Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to GE Business Loan Trust 2004-2's $745,187,143 business
loan pass-through certificates series 2004-2.

The preliminary ratings are based on information as of
Nov. 29, 2004.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the credit enhancement consisting
of subordination, a funded spread account, and excess spread.  The
preliminary ratings are also based on General Electric Capital
Corporation's demonstrated servicing ability.

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
                 GE Business Loan Trust 2004-2

       Class             Rating              Amount ($)**
       -----             ------              ----------
       IO                AAA                657,000,000
       A                 AAA                655,764,686
       B                 A                   52,163,100
       C                 BBB                 18,629,679
       D                 BB                  18,629,678
       X                 N.R.                       N/A
       R                 N.R.                       N/A

                     **     Notional amount
                     N.R. - Not rated
                     N/A  - Not Available


GMAC COMMERCIAL: Fitch Places Low-B Ratings on Six Cert. Classes
----------------------------------------------------------------
Fitch Ratings affirms its ratings on GMAC Commercial Mortgage
Securities, Inc., series 2003-C2, as follows:

   -- $573.9 million class A-1 at 'AAA';
   -- $471.6 million class A-2 at 'AAA';
   -- Interest-only class X-1 at 'AAA';
   -- Interest-only class X-2 at 'AAA';
   -- $40.3 million class B at 'AA';
   -- $16.1 million class C at 'AA-';
   -- $30.6 million class D at 'A';
   -- $16.1 million class E at 'A-';
   -- $21 million class F at 'BBB+';
   -- $11.3 million class G at 'BBB';
   -- $16.1 million class H at 'BBB-';
   -- $21 million class J at 'BB+';
   -- $8.1 million class K at 'BB';
   -- $8.1 million class L at 'BB-';
   -- $9.7 million class M at 'B+';
   -- $4.8 million class N at 'B';
   -- $4.8 million class O at 'B-';
   -- Fitch does not rate $21 million class P certificates.

The affirmations reflect the stable pool performance and the
minimal paydown since issuance.  As of the November 2004
distribution date, the pool's aggregate principal balance has been
reduced by 1.3% to $1.27 million from $1.29 million at issuance.

GMAC Commercial Mortgage Corp., the master servicer, collected
year-end 2003 operating statements for 86% of the pool.  The
pool's YE 2003 weighted average debt service coverage ratio --
DSCR -- was 1.55 times (x), compared with 1.48x at issuance for
the same loans.

Currently, one loan (0.17%) is in special servicing.  Summer Stone
Apartments is secured by a 50-unit apartment complex located in
Phenix City, Alabama.  The loan is currently 60 days delinquent.

Fitch reviewed credit assessments of:

               * John Hancock Tower (5.9%),
               * DDR Portfolio (3.8%), and
               * Boulevard Mall (3.8%) loans.

Each maintains investment-grade credit assessments.

John Hancock Tower (5.9%) is secured by a 60-story class A office
building containing approximately 1.7 million square feet and an
adjacent 1,988-space parking garage located in Boston,
Massachusetts.  The whole loan, as of October 2004, has an
outstanding principal balance of $360 million, which is divided
into to a $320 million A note and a $40 million B note.  The A
note was further divided into three pari passu notes.  Only one of
the A notes, $75 million, serves as collateral in the subject
transaction.  The loan is a five-year fixed-rate interest only
loan.  As of YE 2003 the Fitch-adjusted NCF decreased 3% due to an
increase in operating expenses.  Occupancy as of June 2004
remained flat from issuance at 98%.  The DSCR as of YE 2003 was
1.47x, compared with 1.52x at issuance.

John Hancock Financial Services, Inc., the largest tenant with
approximately 28.6% net rentable area -- NRA, recently merged with
Manulife Financial Corporation.  Manulife and John Hancock are
currently rated 'AA-' and 'A+', respectively, by Fitch.  John
Hancock is actively marketing to sublet 300,000 sf (17.2% NRA).
However, John Hancock remains obligated under the lease term until
2015, which is well past the loan maturity.

The special servicer Lennar Partners, Inc., recently consented to
a request from Beacon Capital Partners, LLC, for up to an
additional $49 million in mezzanine financing, which would bring
the total mezzanine financing to $136 million.  The additional
debt will fund leasing costs associated with the renewal and
expansion of two of the building's largest tenants, totaling
31.9% NRA and to prepay the garage air rights lease through 2068.
Although the Fitch-stressed DSCR as of YE 2003, including all
mezzanine financing, drops to 0.95x, compared with 1.09x at
issuance, two of the largest four tenants' leases will have been
extended well beyond debt maturity.

The DDR Portfolio (3.80%) is secured by 10 retail properties
totalling 2,906,333 sf.  Occupancy as of March 31, 2004 is 94.2%,
stable from 94.3% at issuance.  The YE 2003 DSCR for this loan
showed an increase at 2.4x, compared with 2.19x at issuance.  The
two largest properties included in the portfolio are Meridian
Crossroads, Idaho, and Brook Highland Plaza, Alabama.  Both
reported high DSCRs of 2.86x and 2.4x, respectively.

The third largest loan, Boulevard Mall (3.75%), is secured by a
regional mall totalling 1,187,953 sf located in Las Vegas, Nevada.
As of March 31, 2004, there is a decline in occupancy to 89.1%
from 97% at YE 2003.  Despite this, reported DSCR remains stable
at 2.63x and 2.67x in the March 31, 2004 and YE 2003 financials,
respectively.


HOLLINGER INC: Hearing on Inspector's Report Set for Tomorrow
-------------------------------------------------------------
A hearing is scheduled to take place before Mr. Justice Colin L.
Campbell of the Ontario Superior Court of Justice tomorrow,
December 2, 2004, regarding the preliminary report submitted by
Ernst & Young, Inc., the Court-appointed inspector in the class
action complaints commenced against numerous defendants including
Hollinger, Inc. (TSX:HLG.C) (TSX:HLG.PR.B).

In February and April 2004, three class action complaints were
filed in Illinois as against numerous defendants including
Hollinger.  Those three complaints were then consolidated into a
consolidated amended complaint on July 2, 2004.  On Nov. 19, 2004,
the complainants in the consolidated amended complaint filed a
second amended consolidated complaint.  The defendants' response
to that second amended consolidated complaint is due by
January 24, 2005.

Pursuant to the order of Mr. Justice Campbell whereby Ernst &
Young, Inc., was appointed as inspector pursuant to s. 229(1) of
the Canada Business Corporations Act to conduct an investigation
of certain of Hollinger's affairs, as requested by Catalyst Fund
General Partner I Inc., a Hollinger shareholder, E&Y delivered its
preliminary report to the Court on November 25, 2004.

                          *     *     *

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 $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 the 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.


HOLLINGER INC: Holds $11.4 Million Cash as of November 26
---------------------------------------------------------
As of the close of business on November 26, 2004, Hollinger, Inc.,
(TSX:HLG.C) (TSX:HLG.PR.B) and its subsidiaries (other than
Hollinger International and its subsidiaries) had approximately
US$11.4 million of cash or cash equivalents on hand and Hollinger
owned, directly or indirectly, 785,959 shares of Class A Common
Stock and 14,990,000 shares of Class B Common Stock of Hollinger
International.  Based on the November 26, 2004, closing price of
the shares of Class A Common Stock of Hollinger International on
the New York Stock Exchange of US$18.42, the market value of
Hollinger's direct and indirect holdings in Hollinger
International was US$290,593,165.

All of Hollinger's direct and indirect interest in the shares of
Class A Common Stock of Hollinger International are being held in
escrow with a licensed trust company in support of future
retractions of its Series II Preference Shares and all of
Hollinger's direct and indirect interest in the shares of Class B
Common Stock of Hollinger International are pledged as security in
connection with Hollinger's outstanding 11.875% Senior Secured
Notes due 2011 and 11.875% Second Priority Secured Notes due 2011.
In addition, Hollinger has previously deposited with the trustee
under the indenture governing the Senior Notes approximately
US$10.5 million in cash as collateral in support of the Senior
Notes (which cash collateral is also now collateral in support of
the Second Priority Notes, subject to being applied to satisfy
future interest payment obligations on the outstanding Senior
Notes as permitted by amendments to the Senior Indenture).
Consequently, there is currently in excess of US$286.6 million
aggregate collateral securing the US$78 million principal amount
of the Senior Notes and the US$15 million principal amount of the
Second Priority Notes outstanding.

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 $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 the 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.


HUFFY CORP: Seeks Overbids for Snowboard Business Trade Name Sale
-----------------------------------------------------------------
Huffy Corporation (OTC: HUFCQ) seeks approval from the U.S.
Bankruptcy Court for the Southern District of Ohio to sell certain
intangible assets including trademarks and patents used in its
snowboard business under the brand names of LAMAR(R) and LTD(R).

Huffy entered into an agreement for the sale of the intangible
assets for $2,500,000.  The Company will solicit higher or better
offers for these assets.  Competing bids must be submitted by no
later than December 8, 2004, with a sale auction to be held on
December 10, 2004, at the offices of Dinsmore & Shohl in
Cincinnati, Ohio.  A hearing to approve the sales will be held on
December 14, 2004, at the United States Bankruptcy Court for the
Southern District of Ohio, Western Division located in Dayton,
Ohio.

Previously, the Company sought approval to sell intangible assets
including trademarks and patents used in its hockey business under
the brand name of Hespeler(R) and its in-line skates and action
businesses under the brand names of Rage(R), Dukes(R), Skate
Attack(R), and Ultra Wheels(R) for $1,615,000.  The Company will
also be soliciting higher or better offers for these assets.

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

               Lazard Freres & Co.
               Christopher Hooper
               30 Rockefeller Plaza, 61st Floor
               New York, New York 10020
               Phone: (212) 632-6951
               Fax: (212) 332-1748

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.


IESI CORP: Commences Sr. Debt Offering & Consent Solicitation
-------------------------------------------------------------
IESI Corporation has commenced a cash tender offer and consent
solicitation for any and all of its $150,000,000 outstanding
principal amount of 10-1/4% Senior Subordinated Notes due 2012
(CUSIP No. 44950GAB8), in connection with its previously announced
merger with a subsidiary of BFI Canada Income Fund.  The consents
are being solicited to eliminate substantially all of the
restrictive and reporting covenants, certain events of default and
certain other provisions contained in the indenture governing the
Notes.

The tender offer and consent solicitation are being made on the
terms and conditions set forth in the Offer to Purchase and
Consent Solicitation Statement and related Consent and Letter of
Transmittal, each dated Nov. 29, 2004.  The tender offer is
scheduled to expire at 5:00 p.m., New York City time, on
Jan. 7, 2005, unless extended or earlier terminated.  The tender
offer consideration for each $1,000 principal amount of Notes
validly tendered and accepted for purchase will be determined at
10:00 a.m., New York City time, on Dec. 22, 2004, based on the
present value of the Notes as of the payment date, calculated in
accordance with standard market practice, assuming each $1,000
principal amount of the Notes would be paid at a price of
$1,051.25 on June 15, 2007, discounted at a rate equal to 75 basis
points over the yield on the 3.125% U.S. Treasury Note due
May 15, 2007, minus a consent payment of $20.00 per $1,000
principal amount of Notes.  Holders of Notes who provide consents
to the proposed amendments will receive a consent payment of
$20.00 per $1,000 principal amount of Notes tendered and accepted
for purchase pursuant to the tender offer if they provide their
consents on or prior to 5:00 p.m., New York City time, on
Dec. 10, 2004, unless such date is extended.  Holders who tender
their Notes after the Consent Date will not receive the consent
payment.  Holders who properly tender also will be paid accrued
and unpaid interest, if any, up to, but not including, the payment
date.

IESI intends to fund the tender offer and consent payments with
the proceeds from a public offering by BFI Fund (which is subject
to regulatory approval) of subscription receipts for ordinary
trust units of BFI Fund which will be invested in equity and
subordinated notes of the subsidiary of BFI with and into which
IESI will merge pursuant to the Merger and a portion of the
proceeds from the refinancing of IESI's senior secured credit
facility in connection with the Merger.

The obligations of the Company to accept for purchase and to pay
for the Notes in the tender offer is conditioned on, among other
things, the closing of the Merger and the receipt of consents to
the proposed amendments to the indenture governing the Notes from
the holders of at least a majority of the aggregate principal
amount of outstanding Notes, each as described in more detail in
the Offer to Purchase and Consent Solicitation Statement.

IESI retained Credit Suisse First Boston LLC to serve as the
dealer manager and solicitation agent for the tender offer and the
consent solicitation.  Requests for documents may be directed to:

               Morrow & Co., Inc.
               Information Agent
               Toll Free: (800) 607-0088
               Email at iesi.info@morrowco.com

Questions regarding the tender offer and consent solicitation may
be directed to:

               Credit Suisse First Boston LLC
               Toll Free: (800) 820-1653
               (212) 538-0652

IESI Corporation is one of the leading regional, non-hazardous
solid waste management companies in the United States and has
grown rapidly through a combination of strategic acquisitions and
internal growth.  IESI provides collection, transfer, disposal and
recycling services to 272 communities, including more than 560,000
residential customers and 56,000 commercial and industrial
customers, in nine states.

At Sept. 30, 2004, IESI Corp.'s balance sheet showed an
$84,460,128 stockholders' deficit, compared to a $65,750,666
deficit at Dec. 31, 2003.


IMPERIAL SCHRADE: Hires CB Richard Ellis as Real Estate Broker
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
gave Imperial Schrade Corp. permission to employ CB Richard Ellis
as its real estate broker.

Imperial Schrade wants CB Richard to market its real property
located at 7 Schrade Court in Ellenville, New York, which
primarily consists of a 500,000-square foot manufacturing plant.

The Debtor wants to continue marketing the real property for sale
as part of its reorganization process.

Donald N. Noland, Jr., an Associate Broker at CB Richard,
discloses that the Firm will be paid a 5% real estate commission
of the total sale price of a successful sale of the real property.

Mr. Noland relates that the Debtor employed CB Richard under an
Agreement for the Exclusive Authorization to Sell and Exchange the
real property, which commenced from October 4, 2004, and will
terminate on April 4, 2005.  Mr. Noland adds that the Firm did not
receive a retainer for its services.

CB Richard assures the Court that it does not represent any
interest adverse to the Debtor or its estate.

Headquartered in Ellenville, New York, Imperial Schrade Corp.
-- http://www.schradeknives.com/-- manufactures and designs
knives and tools.  The Company filed for Chapter 11 protection on
September 10, 2004 (Bankr. N.D.N.Y. Case No. 04-15877).  Charles
J. Sullivan, Esq., at Hancock & Estabrook, LLP, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated more than $10 million
in assets and debts.


INDUSTRIAL PIPING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Industrial Piping and Engineering Corporation
        2215 Meyer Road
        Fort Wayne, Indiana 46803

Bankruptcy Case No.: 04-15282

Type of Business: The Debtor is a mechanical contractor for
                  commercial, industrial and school building
                  projects.
                  See http://www.industrialpipingandengineering.com/

Chapter 11 Petition Date: November 29, 2004

Court: Northern District of Indiana (Fort Wayne)

Judge: Robert E. Grant

Debtor's Counsel: Scot T. Skekloff, Esq.
                  Skekloff, Adelsperger & Kleven, LLP
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: 260-407-7000
                  Fax: 260-407-7137

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Morris Sheet Metal Corp.                   $198,147
P.O. Box 8007
Fort Wayne, IN 46898

C. Miller & Sons                           $134,770
P.O. Box 8038
Fort Wayne, IN 46898

Dirig Sheet Metal                           $81,845
5020 Industrial Rd.
Fort Wayne, IN 46825

Nedra Corp.                                 $71,279

CCI Commercial Contractor                   $69,154

Plumbers & Steamfitters                     $67,803

Seasons-4 Inc.                              $60,786

Wayne Pipe & Supply Inc.                    $55,851

J&T Systems                                 $49,855

Strahm                                      $44,065

Don R. Fruchey Inc.                         $42,122

Lee Supply Corp.                            $33,559

Poorman's Heating & Air                     $33,483

VFP Fire Systems                            $31,268

Carrier Corporation                         $25,751

Hamilton Electric Inc.                      $25,390

The Trane Company                           $23,895

Multi-Craft Contractors Inc.                $23,612

Fluid Dynamics                              $23,636

Tarpenning-Lafollette Co.                   $22,890


INDYMAC HOME: Moody's Reviewing Ratings & May Downgrade
-------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade seven certificates previously issued by IndyMac Home
Equity Mortgage Loan Asset Backed Trust, Series SPMD 2001-A and
2001-B.  The securitizations are backed by subprime mortgage and
manufactured housing loans that were originated by IndyMac Bank
F.S.B.

The senior and subordinate certificates are being placed under
review for downgrade due to higher-than-anticipated rates of
default and severity of loss on the loans backing the
certificates.  The erosion of credit support and continued
pipeline of seriously delinquent loans will likely contribute to
ongoing weak performance.

The transactions have considerable lender-paid mortgage insurance,
which may reduce the severity of loss associated with many of the
riskier loans, including manufactured housing loans, which form a
component of the loan collateral.  The mortgage insurance may not,
however, fully insulate investors against the losses associated
with defaulted loans.

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

Issuer:    IndyMac Home Equity Mortgage Loan Asset Backed Trust

Depositor: IndyMac ABS, Inc

   * Series 2001-A; Class AF-5, current rating Aa2, under review
     for possible downgrade

   * Series 2001-A; Class AF-6, current rating Aa2, under review
     for possible downgrade

   * Series 2001-A; Class MF-1, current rating Baa3, under review
     for possible downgrade

   * Series 2001-A; Class MF-2, current rating Caa3, under review
     for possible downgrade

   * Series 2001-A; Class MV-2, current rating Baa2, under review
     for possible downgrade

   * Series 2001-A; Class BV, current rating Ba2, under review for
     possible downgrade

   * Series 2001-B; Class BF, current rating Baa2, under review
     for possible downgrade


INSTITUTE FOR CANCER: Selling Valhalla Medical Research Facility
----------------------------------------------------------------
The Chapter 11 Trustee for the Institute for Cancer Prevention,
Hobart Truesdell, has retained Keen Realty, LLC, to market the
bankruptcy estate's interest in a 61,500+ sq. ft. medical research
facility in Valhalla, New York.

The facility consists of 61,500+/- sq. ft. on the main level and
61,500+/- sq. ft. of lower level space for a total of 123,000+/-
sq. ft and is sited on 7.5 acres.  The main level is divided into
multiple sections each with offices, laboratories, walk-in
freezers/coolers and restrooms.  Centrally located on the main
level is a large lobby, conference room, cafeteria and library.
The lower level consists mostly of open space with walk-in
freezers/coolers, storage rooms, mechanical rooms and some lab
space.  The facility also has vivarium space, elevator, loading
dock and drive in bay.

"This facility is perfect for multi-tenant use or for a user
needing departmental division," said Harold Bordwin, Keen Realty's
President.  "The location of the building is superb due to its
close proximity to I-287, the Saw Mill Parkway and the Sprain
Brook Parkway.  We are encouraging interested parties to contact
us immediately for additional information." Mr. Bordwin added.

Keen Realty, LLC, is a consulting firm specializing in the
disposition of excess real estate.  Other clients of Keen include
Franciscan Medical Center, PHP Healthcare, Addiction Recovery
Corporation, Senior Living Properties.

For more information regarding the property, contact:

               Keen Realty, LLC
               60 Cutter Mill Road, Suite 407
               Great Neck, New York 11021
               Telephone: 516-482-2700 x 228
               Fax: 516-482-5764
               E-mail: krc5@keenconsultants.com

Headquartered in New York, New York, Institute for Cancer
Prevention American Health Foundation is a non-profit private
research organization devoted to cancer prevention and control.
The organization filed for chapter 11 protection on Sept. 21, 2004
(Bankr. S.D.N.Y. Case No: 04-16148).  Alan B. Miller, Esq., at
Weil, Gotshal & Manges, LLP, represents the organization in its
restructuring efforts.  When the organization filed for
bankruptcy, it reported an estimated $1 million to $10 million in
assets and debts.


INTEGRATED PERFORMANCE: Completes Merger with Lone Star Circuits
----------------------------------------------------------------
Integrated Performance Systems (OTC Bulletin Board: IPFS)
completed its merger with Best Circuit Boards, DBA: Lone Star
Circuits, a contract manufacturer of complex, high performance
circuit boards located in Wylie, Texas.  LSC will be a wholly
owned subsidiary of IPFS and will operate out of the Company's
Wylie and Rowlett, Texas facilities.

Founded in 1985, Lone Star Circuits provides its customers with
integrated manufacturing solutions that encompasses all stages of
an electronic product's life cycle, from prototype through volume
production, utilizing the Company's proprietary technologies,
global supply chain management expertise and integrated
manufacturing capabilities.  The Company's customers include
original equipment manufacturers and electronic manufacturing
service providers that serve rapidly growing segments of the
electronics industry.  Lone Star's products, manufactured in the
Company's 100,000 square foot state-of-the-art facility are used
in computers, communications equipment, the aerospace industry,
defense-related electronics and in other applications requiring
high performance electrical capability.  LSC is ISO 9001: 2000 and
MIL-PRF-31032 certified. For more information on Lone Star
Circuits visit http://www.lonestarcircuits.com/

Brad Jacoby, the President, CEO and Chairman of the Board for
Integrated stated, "These two companies were a natural strategic
fit.  Lone Star aligns well strategically with the existing
Integrated Performance Systems, PC Dynamics manufacturing
operations, and our combined infrastructure will provide
Integrated with scale efficiencies in sales and manufacturing that
neither of our companies would have had alone.  These operating
efficiencies will be some of the key value drivers for our
shareholders going forward."

Mr. Jacoby continued, "Collectively, we'll be able to offer our
OEM customers innovative and comprehensive manufacturing and
supply chain management solutions that meet their critical
sourcing needs.  And as a larger company with a global
orientation, we have the potential to accelerate growth, drive
higher profitability while building shareholder value.  This
transaction clearly supports our strategy of achieving growth
through a combination of new business initiatives and strategic
acquisitions."

                         Business Outlook

Mr. Jacoby stated, "One of our primary strategic objectives,
during 2004, was to diversify and expand our product offerings,
manufacturing capabilities and customer base in an effort to
improve our market positioning with our large OEM customers.
Additionally, we wanted to reduce our overall cost structure,
creating maximum operating leverage within our business model.
The successful completion of this merger clearly helps us
accomplish both of those goals and also positions the Company for
profitable growth into the future.  Our outlook for the balance of
the year remains very positive, with revenue for the 2005 fiscal
year expected to be in the range of $37 to $40 million, with a 7%
pre-tax margin.  For the full year in 2006, we are projecting
revenues to be in the range of $48 to $50 million, which does not
take into account revenue recognition from any additional
acquisitions.  Our margins should continue to benefit from
improvements in manufacturing yields, productivity and other
operational enhancements instituted during the first quarter."

Hanover Financial Services, a business development-consulting firm
based in Boulder, Colorado, acted as advisor to both Lone Star
Circuits and Integrated Performance Systems in connection with
this transaction.

                        About the Company

Integrated Performance Systems manufactures complex multi-layer
printed circuit boards used in high-power microwave interconnect
solutions, antennas, integrated substrate components, defense
related sub-system assemblies and consumer electronics. Utilizing
the Company's proprietary technologies, global supply chain
management expertise and manufacturing capabilities, IPFS provides
its customers with integrated manufacturing solutions that
encompass all stages of an electronic product's life cycle, from
prototype through volume production. The Company's customers
include original equipment manufacturers and electronic
manufacturing service providers that serve rapidly growing
segments of the electronics industry. Additional corporate
information is available on the Internet at
http://www.integratedperformancesystems.com/

                          *     *     *

As reported in the Troubled Company Reporter on September 1, 2004,
Integrated Performance Systems, Inc., with the approval of its
Board of Directors, dismissed its principal independent accountant
and primary auditors, Malone & Bailey, PLLC, on June 18, 2004.

Although unrelated to the change in auditors, the former
accountant's report on the Company's financial statements for each
of the past two fiscal years contained an opinion questioning the
Company's ability to continue as a going concern.

On June 22, 2004, the Company engaged KBA Group LLP, as its
principal accountant to audit the Company's financial statements.


INTERNATIONAL WIRE: James Bennett Discloses 10.7% Equity Stake
--------------------------------------------------------------
James D. Bennett beneficially owns 1,073,448 shares of
International Wire Group, Inc.'s common stock, representing 10.7%
of the company's outstanding common stock.  Mr. Bennett holds
shared voting and dispositive powers over the stock.

Mr. Bennett is the President and a director of Bennett Capital
Corporation, an investment advisory and management firm.  BCC is
the general partner of Restructuring Capital Associates, which is
also an investment advisory and management firm and a registered
investment adviser.  RCA is the general partner of Bennett
Restructuring Fund, L.P., and Bennett Restructuring Fund II, L.P.

Mr. Bennett also serves as a director of Bennett Offshore
Restructuring Fund, Inc.

BRF, BRF II, and BORF each are private investment fund companies.
Bennett Management Corporation provides research and investment
advisory services to BRF and BRF II pursuant to an agreement with
each of these investment fund companies.  Bennett Offshore
Investment Corporation provides research and investment advisory
services to BORF, pursuant to an agreement with BORF.  Mr. Bennett
is the President and a director of each of BMC and of BOIC.

Barclays Global Distressed Specialist Fund I is a unit trust
organized under the laws of Ireland.  Barclays Global Investors
Limited, a limited company organized under the laws of England and
Wales, is the manager of BGID.  BGI appointed RCA as a sub-advisor
to BGID.  RCA provides investment advisory and management services
to BGID pursuant to an agreement between RCA and BGID.

                       No. of Shares
     Entity            beneficially owned   Percent of Class
     ------            ------------------   ----------------
     James D. Bennett        1,073,448            10.7%
     BRF                       454,671             4.5%
     BRF II                    197,215             2.0%
     BORF                      340,225             3.4%
     BGID                       81,337             0.8%
     RCA                       733,223             7.3%

Headquartered in St. Louis, Missouri, International Wire Group,
Inc., designs, manufactures and markets bare and tin-plated copper
wire and insulated copper wire products for other wire suppliers
and original equipment manufacturers.  The Company manufactures
and distributes its products in 20 facilities strategically
located in the United States, Mexico, France, Italy and the
Philippines.  The company filed for chapter 11 protection (Bankr.
S.D.N.Y. Case No. 04-11991) on March 24, 2004.  Alan B. Miller,
Esq., at Weil, Gotshal & Manges, LLP, represents the Debtor in its
restructuring efforts.  When the Company filed for bankruptcy
protection, it listed total assets of $393,000,000 and total debts
of $488,000,000.


INTERSTATE BAKERIES: Committee Hires Lowenstein as Counsel
----------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Missouri gave the Official Committee of Unsecured Creditors
appointed in the chapter 11 cases of Interstate Bakeries
Corporation and its debtor-affiliates permission to retain
Lowenstein Sandler, PC, as its counsel, effective as of
Sept. 29, 2004, to perform services relating to the Debtors'
bankruptcy cases.

Lowenstein will:

    (a) advise the Committee with respect to its duties and
        powers;

    (b) assist the Committee in consultations with the Debtors
        with respect to the administration of the Debtors'
        bankruptcy cases;

    (c) assist the Committee in investigating the acts, conduct,
        assets, liabilities, and financial condition of the
        Debtors, the operation of the Debtors' businesses,
        potential claims, and any other matters relevant to the
        case or to the sale of assets or confirmation of a plan of
        reorganization or liquidation;

    (d) assist the Committee in the analysis, negotiation and
        formulation of a Plan;

    (e) assist the Committee in requesting the appointment of a
        trustee or examiner should it be deemed necessary;

    (f) prepare necessary motions, applications, objections and
        other pleadings as may be appropriate and authorized by
        the Committee and appear in Court to prosecute these
        pleadings; and

    (g) perform other legal services as may be in the interests
        of those represented by the Committee.

Lowenstein will be compensated for its services on an hourly
basis in accordance with the ordinary and customary rates and it
will also be reimbursed for actual and necessary out-of-pocket
expenses incurred.

Lowenstein has agreed to reduce its customary hourly billing
rates by 15% for attorneys providing services to the Committee.
The firm's hourly rates are based on the experience and expertise
of the attorney or legal assistant involved and are subject to
periodic adjustments to reflect economic and other conditions.
In addition, the hourly rates are subject to annual adjustment in
the normal course of the firm's practice.

Lowenstein's hourly rates, as adjusted, are:

           Members of the Firm                $245 - 455
           Senior Counsel                      215 - 335
           Counsel                             205 - 275
           Associates                          130 - 220
           Legal Assistants                     75 - 140

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)


J.P. MORGAN: Fitch Assigns Low-B Ratings to Four Cert. Classes
--------------------------------------------------------------
J.P. Morgan Mortgage Trust's $825.6 million mortgage pass-through
certificates, series 2004-S2, are rated by Fitch Ratings:

   -- $799,500,000 classes 1-A-1 - 1-A-9, 1-A-P, and A-R (group
      1 senior certificates), 2-A-1 - 2-A-14, 2-A-P, 3-A-1, 3-A-P,
      3-A-X and A-R (group 2 senior certificates), 4-A-1 - 4-A-6,
      4-A-P, 4-A-X, 5-A-1, 5-A-P, 5-A-X, 6-A-1, 6-A-P and 6-A-X
      (group 3 senior certificates) 'AAA';

   -- $1,165,000 class 1-B-1 'AA';

   -- $2,612,500 class 2-B-1 'AA';

   -- $5,893,900 class 3-B-1 'AA';

   -- $931,800 class 1-B-2 'A';

   -- $1,866,100 class 2-B-2 'A';

   -- $4,333,700 class 3-B-2 'A';

   -- $465,900 class 1-B-3 'BBB';

   -- $995,300 class 2-B-3 'BBB';

   -- $2,426,800 class 3-B-3 'BBB';

   -- $209,600 privately offered class 1-B-4 'BB';

   -- $497,600 privately offered class 2-B-4 'BB';

   -- $3,293,600 privately offered class 2-B-4 'BB';

   -- $139,800 privately offered class 1-B-5 [sic.];

   -- $248,800 privately offered class 2-B-5 [sic.];

   -- $1,040,100 privately offered class 3-B-5 'B'.

Fitch does not rate these classes:

   -- $349,493 privately offered class 1-B-6;
   -- $746,563 privately offered class 2-B-6;
   -- $1,733,611 privately offered class 3-B-6.

The 'AAA' rating on the group 1 senior certificates for pool 1
reflects the 1.40% subordination provided by:

         * the 0.5% class 1-B-1,
         * the 0.4% class 1-B-2,
         * the 0.20% class 1-B-3,
         * the 0.09% privately offered class 1-B-4,
         * the 0.06% privately offered class 1-B-5, and
         * the 0.15% privately offered class 1-B-6 certificates.

The 'AAA' rating on the group 2 senior certificates for pools 2
and 3 reflects the 2.8% subordination provided by:

         * the 1.05% class 2-B-1,
         * the 0.75% class 2-B-2,
         * the 0.40% class 2-B-3,
         * the 0.2% privately offered class 2-B-4,
         * the 0.1% privately offered class 2-B-5, and
         * the 0.3% privately offered class 2-B-6 certificates.

The 'AAA' rating on the group 3 senior certificates for pools 4,
5, and 6 reflects the 5.4% subordination provided by:

         * the 1.7% class 3-B-1,
         * the 1.25% class 3-B-2,
         * the 0.7% class 3-B-3,
         * the 0.95% privately offered class 3-B-4,
         * the 0.3% privately offered class 3-B-5, and
         * the 0.5% privately offered class 3-B-6 certificates.

Fitch believes the credit enhancement will be adequate to support
mortgagor defaults, as well as bankruptcy, fraud, and special
hazard losses in limited amounts.  In addition, the ratings also
reflect the quality of the underlying mortgage collateral,
strength of the legal and financial structures, the primary
servicing capabilities of Chase Manhattan Mortgage Corporation,
Cendant Mortgage Corporation (both rated 'RPS1' by Fitch),
National City Mortgage Corporation (rated'RPS2-' by Fitch), and
the master servicing capabilities of Wells Fargo Bank, N.A. (rated
'RMS1' by Fitch).

As of the cut-off date, Nov. 1, 2004, the group 1 certificates are
collateralized by one pool of 452 conventional, 15-year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate scheduled balance of
$232,953,903.  The average unpaid principal balance of the
aggregate pool as of the cut-off date is $515,385.  The weighted
average original loan-to-value ratio -- LTV -- is 56.81%.  The
weighted average mortgage rate of the pool is 5.275%.  The loans
were originated by:

         * Chase Manhattan Mortgage Corporation (79.84%),
         * National City Mortgage Corporation (11.82%),
         * Cendant Mortgage Corporation (7.06%), and
         * Harris Trust and Savings Bank (1.28%).

States with large concentrations of loans are:

               * California (30.17%),
               * New York (18.75%), and
               * Florida (8.63%).

As of the cut-off date, Nov. 1, 2004, the group 2 certificates are
collateralized by two pools (pool 2 and 3), which consist of
575 conforming balance, 15-year and 30-year fixed-rate mortgage
loans secured by first liens on one-to-four family residential
properties with an aggregate scheduled balance of $248,815,157.
The average unpaid principal balance of the aggregate pool as of
the cut-off date is $432,722.  The weighted average original
loan-to-value ratio -- LTV -- is 68.99%.  The weighted average
mortgage note of the pool is 6.074%.  The loans were originated
by:

         * Chase Manhattan Mortgage Corporation (77.17%), and
         * Harris Trust and Savings Bank (22.83%).

States with large concentrations of loans are:

               * California (25.31%),
               * Illinois (14.68%),
               * New York (10.46%), and
               * Florida (9.48%).

As of the cut-off date, Nov. 1, 2004, the group 3 certificates are
collateralized by three pools (pool 4, 5, and 6), which consist of
2,280 conforming balance, 15-year and 30-year fixed-rate mortgage
loans secured by first liens on one- to four-family residential
properties with an aggregate scheduled balance of $346,695,493.
The average unpaid principal balance of the aggregate pool as of
the cut-off date is $152,059.  The weighted average original loan-
to-value ratio -- LTV -- is 74.48%.  The weighted average mortgage
note of the pool is 6.527%.  The loans were originated by:

         * Chase Manhattan Mortgage Corporation (81.70%), and
         * Cendant Mortgage Corporation (18.30%).

States with large concentrations of loans are:

               * Florida (23.47%),
               * New York (9.48%),
               * California (8.81%),
               * New Jersey (7.30%), and
               * Texas (5.43%).

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

US Bank, National Association will serve as trustee. J.P. Morgan
Acceptance Corporation I, a special purpose corporation, deposited
the loans in the trust, which issued the certificates.  For
federal income tax purposes, the trustee will elect to treat all
or portion of the assets of the trust funds as comprising multiple
real estate mortgage investment conduits -- REMICs.


J.P. MORGAN: Fitch Places Low-B Ratings on Cert. Classes B-4 & B-5
------------------------------------------------------------------
J.P. Morgan Mortgage Trust $414.3 million mortgage pass-through
certificates, series 2004-A6, are rated by Fitch Ratings:

   -- Classes 1-A-1, 1-A-2, 2-A-1, 3-A-1 through 3-A-4, 4-A-1,
      5-A-1 through 5-A-3 and A-R (senior certificates) 'AAA';

   -- Class B-1 certificates ($5,808,400) 'AA';

   -- Class B-2 certificates ($4,302,290) 'A';

   -- Class B-3 certificates ($2,366,260) 'BBB';

   -- Privately offered class B-4 certificates ($1,075,570) 'BB';

   -- Privately offered class B-5 certificates ($645,340) 'B';

   -- Privately offered class B-6 certificates ($1,720,951) are
      not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.70%
subordination provided by:

         * the 1.35% class B-1,
         * the 1.00% class B-2,
         * the 0.55% class B-3,
         * the 0.25% privately offered class B-4,
         * the 0.15% privately offered class B-5, and
         * the 0.40% privately offered class B-6 certificates.

Fitch believes the credit enhancement will be adequate to support
mortgagor defaults as well as bankruptcy, fraud, and special
hazard losses in limited amounts.  In addition, the ratings also
reflect:

   (1) the quality of the underlying mortgage collateral;

   (2) strength of the legal and financial structures;

   (3) the primary servicing capabilities of:

       (a) Cendant Mortgage Corporation,
       (b) Countrywide Home Loans Servicing LP, and
       (c) Chase Manhattan Mortgage Corporation (all rated 'RPS1'
           by Fitch); and

   (4) the master servicing capabilities of Wells Fargo Bank
       Minnesota, National Association (rated 'RMS1' by Fitch).

As of the cut-off date, Nov. 1, 2004, the trust consists of five
cross-collateralized groups of 1,085 conventional, adjustable-rate
mortgage loans secured by first liens on one-to-four family
residential properties with an aggregate scheduled balance of
$430,229,610.  The mortgage pool has a weighted average original
LTV of 74.78% with a weighted average mortgage rate of 5.338%.
Loans originated under a reduced loan documentation program
account for approximately 25.97% of the pool, cash-out refinance
loans at 15.66%, and second homes at 4.29%.  The average loan
balance is $396,525, and the loans are primarily concentrated in:

               * California (34.85%),
               * Illinois (7.70%), and
               * New York (7.22%).

Approximately 24.53%, 1.44%, 44.65%, and 69% of the mortgage loans
in pool 1, pool 2, pool 3, and pool 4, respectively, in each case,
by aggregate cut-off date balance of the mortgage loans in the
related mortgage pool, were originated or acquired by Cendant
Mortgage Corporation.  Approximately 75.47% and 32.30% of the
mortgage loans in pool 1 and pool 3, respectively, were originated
or acquired by Countrywide Home Loans, Inc.  All of the mortgage
loans in pool 5 and approximately 86.14%, 17.2%, and 31% of the
mortgage loans in pool 2, pool 3, and pool 4, respectively, were
originated or acquired by Chase Manhattan Mortgage Corporation.
Approximately 12.42% and 5.85% of the mortgage loans in pool 2 and
pool 3, respectively, were originated or acquired by Mid America
Bank, fsb.

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

Wachovia Bank, National Association will serve as trustee. J.P.
Morgan Acceptance Corporation I, a special purpose corporation,
deposited the loans in the trust, which issued the certificates.
For federal income tax purposes, the trustee will elect to treat
all or portion of the assets of the trust funds as comprising
multiple real estate mortgage investment conduits -- REMICs.


MATSUSHITA GROUP: To Reorganize & Consolidate Equipment Business
----------------------------------------------------------------
Matsushita Electric Industrial Co., Ltd. (MEI (NYSE:MC)), best
known for its Panasonic brand products, and Matsushita Electric
Works, Ltd., reported a reorganization plan of their industrial
equipment businesses in line with the comprehensive collaboration
efforts between the two companies.  The plan, involving businesses
mainly carried out by MEI's subsidiary, Matsushita Industrial
Information Equipment Co., Ltd., aims to eliminate overlaps,
further maximizing the group's growth potential in the industrial
equipment business and the electrical supplies business in the
commercial building market.

The details of specific initiatives are:

   1. High-voltage power distribution equipment business and
      central monitoring and control system business to be
      integrated into MEW

      Matsushita's power distribution equipment business will be
      consolidated by transferring MIIE's high-voltage power
      distribution equipment (CUBICLE) business and MEW's low-
      voltage power distribution equipment business (i.e. power
      distribution boards) for commercial buildings into a new MEW
      subsidiary, which will be established in January, 2005. The
      consolidation will allow MEW to offer a complete range of
      power distribution equipment, a critical component in
      electrical supplies business, from high voltage to low
      voltage.

      MIIE's central monitoring and control system business for
      facility management will be merged into MEW and placed under
      the management of its Security and Building Automation
      System Business Promotion Department.

   2. Information equipment and systems businesses to be
      integrated into Panasonic Communications Co., Ltd.

      Panasonic Communications Co., Ltd. (PCC) will take over
      MIIE's information equipment business, including such
      products as credit authorization terminals, barcode readers
      and Radio Frequency Identification (RFID) devices, as well
      as credit authorization terminal development and
      manufacturing functions currently carried out by Panasonic
      System Solutions Company (PSS).

      At the same time, distribution systems business being done
      at Matsushita Industrial System Engineering Co., Ltd.,
      a subsidiary of MIIE, will be transferred to a subsidiary of
      PCC.

      This reorganization will boost the group's capability of
      developing new products with future growth potential such as
      contactless IC card and wireless tag readers in the RFID
      field. It will also contribute to increasing synergy effects
      in the areas of the manufacturing, procuring and marketing
      operations.

   3. MIIE's two subsidiaries to be transferred to Matsushita
      Welding Systems Co., Ltd.

      Two subsidiaries of MIIE, Kaga Matsushita Electric Co., Ltd.
      and MISEC, will be transferred to Matsushita Welding Systems
      Co., Ltd. Kaga Matsushita now serves as MIIE's manufacturing
      base for welding and CUBICLE related products, while MISEC
      offers public infrastructure businesses which include
      utility machinery and related services such as tunnel
      ventilation control systems and water and sewage treatment
      plants.

      As a result of those consolidations and transfers, MEI will
      eventually take over MIIE. The reorganization is scheduled
      to take place on April 1, 2005. Two transfers, however, will
      be carried out on March 31, 2005: MIIE's CUBICLE business to
      the new subsidiary of MEW and MIIE's central monitoring and
      control system business to MEW.

                        About the Company

Matsushita Electric Industrial Co., Ltd., best known for its
Panasonic brand name, is a worldwide leader in the development and
manufacture of electronic products for a wide range of consumer,
business, and industrial needs.  Based in Osaka, Japan, the
company recorded consolidated sales of US$71.92 billion for the
fiscal year ended March 31, 2004.  Matsushita's shares are listed
on the Tokyo, Osaka, Nagoya, New York (NYSE:MC), Euronext
Amsterdam and Frankfurt stock exchanges.  For more information on
the company and its Panasonic brand, visit the Matsushita Web site
at http://www.panasonic.co.jp/global/top.html

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 1, 2004,
Matsushita Electric disclosed plans to discontinue operations at
MT Picture Display Corporation of America (New York) in December
2004, after which it will begin closing and liquidation
procedures.  MTPDA(NY) is a subsidiary of Matsushita Toshiba
Picture Display Co., Ltd. - MTPD, which is a joint venture of MEI
and Toshiba Corporation.

MTPDA(NY) which manufactures cathode ray tubes (CRTs) for TV's
above 30 inches in the North American market has faced severe
price and market erosion due to the increasing popularity of flat-
panel TVs and declines in demand as a result of price competitive
imports, mainly from Asia.  This closing is a part of the
company's global restructuring initiatives in the CRT business.
In the future, CRTs for the North American market will be supplied
by other manufacturing locations in order to establish an optimum
CRT manufacturing structure.


METALDYNE CORP: S&P Places BB- Rating on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and its other ratings on Metaldyne Corporation on
CreditWatch with negative implications, citing:

   -- high leverage,
   -- constrained liquidity, and
   -- increasingly challenging industry conditions.

The Plymouth, Michigan-based auto supply company recently filed
its 10-K for 2003 and 10-Qs for the first three quarters of 2004.

"We expect to meet with Metaldyne's management team and focus on
prospects for 2005 in light of these issues," said Standard &
Poor's credit analyst Robert Schulz.  "Ratings could be lowered if
we conclude that prospects for reducing leverage are insufficient
for the current rating.  For the current rating, lease-adjusted
debt to EBITDA should be around 4x, compared to current leverage
of more than 5x."

The resolution of pending accounting issues is considered a
positive.  In early November 2004, Metaldyne resolved most of the
issues surrounding an independent inquiry into certain accounting
matters at its Sintered division (about 10% of total sales).

The inquiry related to allegations, subsequently demonstrated to
be accurate, that income at the division had first been
deliberately overstated, then understated.

The company has now resolved the accounts and filed its 10-K for
2003 (restating fiscal 2001 and 2002) and 10-Qs for the first,
second, and third quarters of 2004.  As a result, the company no
longer requires waivers from its bank group and is not in
violation of any covenants on its $100 million senior unsecured
and $250 million subordinated notes.

Metaldyne's liquidity position is constrained.  The company had a
minimal amount of cash at Oct. 3, 2004, no additional amounts
available under the accounts receivable sale facilities and about
$60 million available under its revolving credit facility.

Debt maturities for the 12 months following Oct. 3, 2004, were
$8.5 million.  As with many auto suppliers, Metaldyne's
accelerated payment collection programs with certain large
customers (about $57 million) will be ending in 2004 and 2005.
The majority of the program will end in 2005.

Metaldyne is evaluating alternatives to replacing the funding
under the accelerated collection program and will likely increase
use of the accounts receivable sales program, but some other
funding sources will also need to be added.


METRIS COMPANIES: Retires $600 Million of ABS Debt
--------------------------------------------------
Metris Companies, Inc. (NYSE:MXT) reported that Metris
Receivables, Inc., its wholly owned subsidiary, has defeased the
$600 million Series 2000-1 asset-backed securitization from the
Metris Master Trust.  Series 2000-1 was scheduled to mature in
February 2005.  The defeasance was accomplished by using a
combination of approximately $240 million in cash and
approximately $360 million from MRI's two-year conduit facility.
The remaining proceeds from the Series 2004-2 prefunded account
have been released to MRI.

                        About the Company

Metris Companies, Inc., based in Minnetonka, Minn., is one of the
largest bankcard issuers in the United States.  The company issues
credit cards through Direct Merchants Credit Card Bank, N.A., a
wholly owned subsidiary headquartered in Phoenix, Ariz.  For more
information, visit http://www.metriscompanies.com/or
http://www.directmerchantsbank.com/

                          *     *     *

As reported in the Troubled Company Reporter on May 11, 2004,
Standard & Poor's Ratings Services raised its ratings on Metris
Cos., Inc., including Metris' long-term counterparty rating, which
was raised to 'CCC' from 'CCC-.'  At the same time, the ratings
were removed from CreditWatch, where they were placed on
April 20, 2004.  The outlook is stable.

"The rating change was driven by positive operational and
financial developments at the Minnetonka, Minn.-based credit card
company," said Standard & Poor's credit analyst Jeffrey Zaun.


METROPCS INC: Buys $230 Million Wireless Spectrum from Cingular
---------------------------------------------------------------
Cingular Wireless, a joint venture between SBC Communications,
Inc., (NYSE: SBC) and BellSouth Corp. (NYSE: BLS), and MetroPCS,
Inc., entered into a definitive agreement on the sale of wireless
spectrum to MetroPCS.

Under the terms of the agreement, Cingular agreed to sell to
MetroPCS licenses for ten megahertz of wireless spectrum in Dallas
and ten megahertz in Detroit for $230 million in cash.

Through this transaction, Cingular continues to fulfill the
divestiture obligations imposed by the Department of Justice and
Federal Communications Commission as conditions of their approval
of Cingular's merger with AT&T Wireless.

"We are very excited to be able to obtain this spectrum, which
will allow us to develop two more of the largest markets in the
United States with our unique service," said Roger Linquist,
Chairman, CEO, and President of MetroPCS.  "Added to the large
markets we already serve -- Atlanta, Miami, and San Francisco --
MetroPCS will now be a force in five of the top twelve U.S.
metropolitan areas."

Closing of the transaction agreement is contingent upon regulatory
approval and is expected to occur in the first quarter of 2005.

Bear, Stearns & Co., Inc., acted as financial advisor to MetroPCS
and provided a commitment of bridge financing for the license
acquisitions.

                     About Cingular Wireless

Cingular Wireless -- http://www.cingular.com/-- is the largest
wireless carrier in the United States, serving more than
46 million customers.  Cingular, a joint venture between SBC
Communications (NYSE: SBC) and BellSouth (NYSE: BLS), has the
largest digital voice and data network in the nation. Cingular is
the only U.S. wireless carrier to offer Rollover(SM), the wireless
plan that lets customers keep their unused monthly minutes.

                       About MetroPCS, Inc.

Dallas-based MetroPCS, Inc., is a wholly owned subsidiary of
MetroPCS Communications, Inc., and a provider of wireless
communications services.  Through its subsidiaries, MetroPCS, Inc.
holds 21 PCS licenses in the greater Miami, Tampa, Sarasota, San
Francisco, Atlanta and Sacramento metropolitan areas.  MetroPCS
offers customers flat rate plans with unlimited anytime local and
long distance minutes with no contract.  MetroPCS is among the
first wireless operators to deploy an all-digital network based on
third generation infrastructure and handsets.  For more
information, visit the MetroPCS Web site at
http://www.metropcs.com/

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2004,
MetroPCS, Inc., has received and accepted consents from the
holders of a majority of its $150.0 million aggregate principal
amount of outstanding 10-3/4% Senior Notes due 2011 to a limited
waiver, for up to 180 days, of any default or event of default
arising from a failure by MetroPCS to file with the Securities and
Exchange Commission, and furnish to the holders of notes, reports
required to be filed pursuant to the Securities Exchange Act of
1934.

In October 2004, Standard & Poor's Ratings Services revised its
outlook on Dallas, Texas-based wireless service provider MetroPCS,
Inc., to negative from positive.  The outlook revision reflects
two concerns:

   -- delay in filing its second-quarter SEC Form 10-Q, which is
      caused by an ongoing internal investigation into
      understatement of revenues and net income for the quarter
      ended March 2004 (the accounting problem also caused the
      withdrawal of a plan for an IPO); and

   -- accounting problem, which may be wider in scope than
      initially expected by Standard & Poor's, given that the
      company fired its principal accounting officer and announced
      that previously issued financial statements for the years
      ended in December 2002 and 2003 and subsequent interim
      period should not be relied upon.

The accounting problem and any associated internal control issue
could lead to regulatory ramifications.


MOTHERS WORK: S&P Lowers Corporate Credit Rating to B from B+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Mothers
Work, Inc.  The corporate credit rating was revised to 'B' from
'B+'.  The outlook is negative.

"The downgrade reflects Mothers Work's weak operating results in
the fiscal year ending Sept. 30, 2004, as well as reduced earnings
guidance for fiscal 2005," said Standard & Poor's credit analyst
Ana Lai.

"We expect Mothers Work's operating performance to remain under
pressure due to increased competition, despite incremental revenue
contributions from the company's agreements with Kohl's
Corporation and Sears, Roebuck & Company."

The speculative-grade ratings reflect the high business risk
associated with Mothers Work's participation in:

   -- the narrowly defined maternity segment of the apparel
      retailing industry,

   -- high debt leverage, and

   -- the company's relatively small size.

These risks are tempered by:

   -- the company's position as the largest specialty maternity
      apparel retailer in the country,

   -- adequate liquidity, and

   -- relatively stable demand for maternity apparel driven by the
      stable birth rate in the U.S.

Mothers Work has reported weaker-than-expected sales trends for
the past few quarters, with comparable-store sales decreasing 8.3%
in the quarter ended Sept. 30, 2004, and 4.9% for fiscal 2004 due
to increased competitive pressure from mass merchants and other
specialty retailers.

There are now over 1,000 more competitor locations than there were
a year ago.  Competition has especially intensified in the
moderate segment, where the company derives the majority of its
sales through its Motherhood stores.

An excess supply of maternity apparel, as well as increased
promotions, pressured Mothers Work's operating results.  EBITDA
declined to about $34.8 million in fiscal 2004, from $47.0 million
the previous year.  Operating margins narrowed year over year due
to negative sales leverage and increased markdowns, to about 16.1%
in fiscal 2004 from 18.9%.

Credit protection measures deteriorated, with total debt to EBITDA
increasing to about 6.4x for the fiscal year ending Sept. 30,
2004, from 5.1x in the prior year, and EBITDA interest coverage
decreasing to about 1.6x from 2.0x.


MURRAY INC: Briggs & Stratton Evaluates Asset Acquisition
---------------------------------------------------------
Briggs & Stratton Corporation is evaluating the acquisition of
certain assets of Murray, Inc., a major original equipment
customer who filed for protection under Chapter 11 of the
Bankruptcy Code on November 8, 2004.

On October 18, 2004, Briggs & Stratton announced that it was
establishing a $10 million reserve on a trade receivable from
Murray of approximately $40 million because of developments
affecting Murray.  Briggs & Stratton is now participating in
discussions with Murray regarding the Company's interest in
purchasing certain assets of Murray.  In connection with this
acquisition, Briggs & Stratton would seek to realize value from
the assets acquired that would exceed the amount of the trade
receivable and the price paid for the Murray assets.  Completion
of a transaction is subject to agreement on price, the negotiation
of a purchase agreement, approval by the Company's Board and other
customary conditions for a transaction of this type, as well as
approval by the Bankruptcy Court.  There can be no assurance that
these conditions will be met or that a transaction will be
completed.

If Briggs & Stratton succeeds in its bid for these assets,
accounting rules would require it to separately assess the
economics of the asset acquisition and its pre-existing customer
relationship with Murray.  Consequently, the consummation of a
transaction would result in the impairment of substantially all of
the remaining trade receivable from Murray.  This would require
Briggs & Stratton to recognize an additional loss of approximately
$30 million in the second quarter of fiscal 2005.  Even if the
Company ultimately does not proceed with a transaction and another
party acquires the assets of Murray, or Murray implements another
plan approved by the Bankruptcy Court, it is likely that the trade
receivable from Murray will be further impaired.  Based on these
developments, on November 29, 2004, Briggs & Stratton determined
that the Murray receivable is further impaired.  However, the
extent of the impairment depends on the outcome of Murray's
bankruptcy proceedings and therefore cannot be quantified at this
time.  Briggs & Stratton will continue to monitor the situation
and make a determination as to the final amount of the impairment
when more complete information is available.

Headquartered in Brentwood, Tennessee, Murray, Inc. --
http://www.murray.com/-- manufactures lawn tractors, mowers,
snowthrowers, chipper shredders, and karts.  The Company filed for
chapter 11 protection on Nov. 8, 2004 (Bankr. M.D. Tenn. Case No.
04-13611).  Paul G. Jennings, Esq., at Bass, Berry & Sims PLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated more
than $100 million in total debts and assets.


MURRAY INC: Look for Bankruptcy Schedules by December 8
-------------------------------------------------------
The Honorable George C. Paine, II, of the U.S. Bankruptcy Court
for the Middle District of Tennessee, Nashville Division, gave
Murray, Inc., until Dec. 8, 2004, to file their Schedules of
Assets and Liabilities and Statement of Financial Affairs pursuant
to Section 521 of the Bankruptcy Code.

The Debtor explained that due to the size and complexity of its
business and diversity of its operations, it needs more time to
collect the necessary information to accurately complete its
Schedules and Statement of Financial Affairs.

Headquartered in Brentwood, Tennessee, Murray, Inc. --
http://www.murray.com/-- manufactures lawn tractors, mowers,
snowthrowers, chipper shredders, and karts.  The Company filed for
chapter 11 protection on Nov. 8, 2004 (Bankr. M.D. Tenn. Case No.
04-13611).  Paul G. Jennings, Esq., at Bass, Berry & Sims PLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated more
than $100 million in total debts and assets.


MURRAY INC: First Creditors Meeting Slated for December 15
----------------------------------------------------------
The United States Trustee for Region 8 will convene a meeting of
Murray, Inc.'s creditors at 10:00 a.m., on Dec. 15, 2004, at 701
Broadway, Courtroom 1, 2nd Floor Customs House, in Nashville,
Tennessee.  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 Brentwood, Tennessee, Murray, Inc. --
http://www.murray.com/-- manufactures lawn tractors, mowers,
snowthrowers, chipper shredders, and karts.  The Company filed for
chapter 11 protection on Nov. 8, 2004 (Bankr. M.D. Tenn. Case No.
04-13611).  Paul G. Jennings, Esq., at Bass, Berry & Sims PLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated more
than $100 million in total debts and assets.


NATIONAL CENTURY: SEC Sues Ex-VP Snoble for Role in $1-Bil Fraud
----------------------------------------------------------------
The Securities and Exchange Commission filed a civil injunctive
action in the United States District Court for the Southern
District of Ohio, alleging that John Allen Snoble, a former Vice
President and Controller at National Century Financial
Enterprises, Inc., participated in a scheme to defraud investors
in securities issued by subsidiaries of National Century.
National Century, a private corporation located in Dublin, Ohio,
and its subsidiaries collapsed suddenly in October 2002 when
investors discovered that the companies had hidden massive cash
and collateral shortfalls from investors and auditors.  The
collapse caused investor losses exceeding $1 billion.

Mr. Snoble, a resident of Columbus, Ohio, consented to a permanent
injunction prohibiting him from violating the anti-fraud
provisions of the federal securities laws; an order barring him
from serving as an officer or director of a public company; and
disgorgement, prejudgment interest, and a civil penalty, with
those amounts to be determined at a later hearing.

The complaint alleges that two wholly owned subsidiaries of
National Century purchased medical accounts receivable from
health-care providers and issued notes that securitized those
receivables.  From at least 1999 to 2002, the subsidiaries offered
and sold at least $3.25 billion in total notes through private
placements to institutional investors.

The complaint further alleges that senior National Century
officials improperly "advanced" to health-care providers
$1 billion or more of the capital raised from investors without
receiving required medical accounts receivable in return.  These
advances were essentially unauthorized, unsecured loans to
distressed or defunct health-care providers-some of which were
partly or wholly owned by National Century or its principals.  The
unsecured advances were inconsistent with representations made by
senior National Century officials in offering documents provided
to investors.

According to the complaint, Mr. Snoble aided other National
Century officials in concealing their fraud from trustees,
investors, potential investors, and auditors by executing
unsecured advances, by executing fraudulent fund transfers, and by
providing independent auditors with materially misleading
information in connection with yearly audits of National Century.

Without admitting or denying the allegations in the complaint, Mr.
Snoble consented to the entry of an order that:

      (1) permanently enjoins him from violating the anti-fraud
          provisions of the federal securities laws, specifically
          Section 17(a) of the Securities Act of 1933 and Section
          10(b) of the Exchange Act of 1934 and Rule 10b-5
          promulgated thereunder;

      (2) permanently bars him from serving as an officer or
          director of a public company; and

      (3) orders him to pay disgorgement, prejudgment interest,
          and a civil monetary penalty, with those amounts to be
          determined at a later hearing.

The Commission filed its action at the same time that the U.S.
Attorney's Office for the Southern District of Ohio unsealed a
criminal information against Mr. Snoble for the conduct that is
the subject of the Commission's complaint.  The Commission thanks
the United States Attorney's Office and the Federal Bureau of
Investigation for their assistance in this investigation.

The Commission is continuing its investigation in this matter as
to other parties.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors in their restructuring efforts.  (National Century
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NATIONAL ENERGY: Wants to Reject El Paso Gas Transportation Pact
----------------------------------------------------------------
El Paso Natural Gas Company is a Delaware corporation serving as
an interstate natural gas pipeline company, regulated by the
Federal Energy Regulatory Commission.

In February 2001, NEGT Energy Trading - Gas Corporation and El
Paso entered into two gas transportation contracts, whereby ET
Gas would provide gas to El Paso at specified receipt points, and
El Paso would transport and deliver gas to certain other
specified delivery points.

The Gas Transportation Contracts are:

    (a) Transportation Service Agreement No. 9MCU for the
        transportation of 21,564 million cubic feet per day of
        natural gas at a maximum daily quantity of 22,060 million
        British Thermal Units of natural gas; and

    (b) Transportation Service Agreement No. 9MER for the
        transportation of 16,680 Mcf/d of natural gas.

                     Rejection of Contract 9MCU

In November 2003, the NEG Debtors sought and obtained the U.S.
Bankruptcy Court for the District of Maryland's permission to
reject Contract 9MCU.  The parties previously negotiated the
Rejection and Termination to allow El Paso to re-acquire the gas
transportation rights in an effort to mitigate damages.  El Paso
agreed to waive all damages with respect to Contract.

As of July 8, 2003, ET Gas owed El Paso $285,000 for
transportation capacity charges under Contract 9MCU, and an
additional $413,000 for accrued fees.  El Paso may assert a
$698,000 claim for transportation capacity charges under Contract
9MCU.

                           Contract 9MER

Contract 9MER requires ET Gas to, among other things, pay
$187,000 per month in transportation capacity charges to El Paso
regardless of whether ET Gas utilizes the transportation
capacity.  As of the Petition Date, ET Gas had ceased utilizing
the ET Gas Capacity.

Given the discontinuation of its operations, ET Gas no longer
requires the Gas Capacity leased pursuant to Contract 9MER.
After failing to locate any third-party buyers for Contract 9MER,
the NEG Debtors began negotiating a consensual rejection of
Contract 9MER with El Paso to mitigate to the extent possible,
any claim for rejection damages.

ET Gas owes El Paso $230,000 for the Gas Capacity under Contract
9MER.  Furthermore, the NEG Debtors estimate that the demand
charge payments alone, for the balance of Contract 9MER, total
$8,400,000.

                              Deposit

ET Gas is required to provide El Paso with a certain amount of
cash as a deposit to secure ET Gas' performance under the Gas
Transportation Contracts as required by the terms of El Paso's
public utility tariff approved by the FERC.

El Paso holds $1,370,699 of ET Gas' cash as the deposit.  In
addition, El Paso holds $50,127 from cashout balances owed to ET
Gas.

ET Gas' parent company, PG&E Corporation guaranteed ET Gas'
performance under the Gas Transportation Contracts, among other
agreements, pursuant to a Guarantee with various gas
transportation entities.  The Guarantee was assigned to, and
assumed by Gas Transmission Northwest Corporation.

                          Letter Agreement

El Paso has agreed to a negotiated rejection and termination of
Contract 9MER with ET Gas, pursuant to the terms of a letter
agreement dated December 30, 2003.  The Agreement permits El Paso
to quickly re-acquire the natural gas transportation rights
covered by Contract 9MER to mitigate ET Gas' damages.

ET Gas agreed to release the Gas Capacity to El Paso, beginning
on January 16, 2004, and continuing through the earlier of:

    (a) March 31, 2005; and

    (b) the date the Court authorizes the rejection and
        termination of Contract 9MER.

ET Gas has agreed to permit El Paso to set off the 9MCU Claim and
El Paso's claim for the rejection of Contract 9MER against the
Deposit.

In consideration of ET Gas' release of the Gas Capacity to El
Paso, the Set-off, and the rejection and termination of Contract
9MER, El Paso agrees to:

    (a) pending rejection of the Contract 9MER, acquire the Gas
        Capacity at the same rate applicable under Contract 9MER,
        which is the maximum tariff rate -- effectively accruing
        no charge to ET Gas; and

    (b) assume responsibility for the required posting of the Gas
        Capacity on ET Gas' behalf.

Furthermore, if the Agreement is approved and Contract 9MER is
rejected, El Paso will waive any and all claims against ET Gas,
GTNC, or any affiliate of ET Gas relating to the Gas
Transportation Contracts, including related rejection damages.

El Paso also agreed to release and discharge GTNC from any
liability under the GTNC Guarantee.  This, in turn, benefits ET
Gas by facilitating the mutual release and discharge between ET
Gas and GTNC.  Finally, El Paso agrees to return half of the
Cashout Balance -- or $25,063 -- to ET Gas.

Accordingly, the NEG Debtors ask the Court to:

    (a) authorize them to reject Contract 9MER;

    (b) approve the Letter Agreement; and

    (c) to the extent required, lift the stay so that the parties
        can effectuate the Set-off.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on
July 8, 2003 (Bankr. D. Md. Case No. 03-30459).  Matthew A.
Feldman, Esq., Shelley C. Chapman, Esq., and Carollynn H.G.
Callari, Esq., at Willkie Farr & Gallagher, and Paul M. Nussbaum,
Esq., and Martin T. Fletcher, Esq., at Whiteford, Taylor &
Preston, L.L.P., represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $7,613,000,000 in assets and $9,062,000,000
in debts.  NEGT received bankruptcy court approval of its
reorganization plan in May 2004, and that plan took effect on Oct.
29, 2004.  (PG&E National Bankruptcy News, Issue No. 31;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NEW WORLD PASTA: Selling Two Manufacturing Facilities in Omaha
--------------------------------------------------------------
Keen Realty, LLC, has been retained by New World Pasta Company to
market for sale two adjacent industrial facilities in Omaha,
Nebraska that have been previously closed by New World Pasta.  New
World Pasta filed for Chapter 11 protection in May 2004 in the
United States Bankruptcy Court for the Middle District of
Pennsylvania, Harrisburg Division.

Available as a package or individually to users and investors are
two facilities in Omaha located at:

   * 6636 F Street -- consists of a 53,560+/- sq. ft. building
                      situated on 4+/- acres of land. The
                      building has ceiling clearance of 18' to
                      24' and 6 loading doors.

   * 6848 F Street -- located immediately to the west of 6636 F
                      Street and consists of a 130,000+/- sq. ft.
                      building situated on 4.5+/-acres of land
                      with 5,455+/- sq. ft. of office space.  The
                      building has ceiling clearance of 11' to 28'
                      and 8 loading doors.

The buildings are situated side by side with common access and
rail spurs and have excellent access to major transportation
routes.

"This sale represents an excellent opportunity for both users and
investors," said Craig Fox, Keen Realty's Vice President.  "Not
only is Omaha obviously centrally located to all parts of the
country, but the properties are well located within the Omaha
market - just 3/4 of a mile from Interstate 80.  The buildings are
in good condition and can easily be utilized by many types of
users for manufacturing and/or the distribution of products
nationwide," Mr. Fox added.

Keen Realty, LLC is a consulting firm specializing in the
disposition of excess real estate.  Other current and recent
clients of Keen include Frank's Nursery & Crafts, Cable &
Wireless, Arthur Andersen, Country Home Bakers, Fleming, House of
Lloyd, Huffman Koos, Just for Feet, Pillowtex, Spiegel/Eddie
Bauer, and Warnaco.

For more information on the sale of these facilities, please
contact:

         Keen Realty, LLC
         60 Cutter Mill Road, Suite 407
         Great Neck, New York 11021
         Telephone: 516-482-2700
         Fax: 516-482-5764
         E-mail: krc@keenconsultants.com
         Attn: Craig Fox

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is a pasta manufacturer in the
United States.  The Company, along with its debtor-affiliates,
filed for chapter 11 protection (Bankr. M.D. Penn. Case No.
04-02817) on May 10, 2004.  Eric L. Brossman, Esq., and Robert
Bein, Esq., at Saul Ewing LLP, in Harrisburg, serve as the
Debtors' local counsel.  Bonnie Steingart, Esq., and Vivek
Melwani, Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP,
represent the Creditors' Committee.  In its latest Form 10-Q for
the period ended June 29, 2002, New World Pasta reported
$445,579,000 in total assets and $451,816,000 in total
liabilities.


NORTEL NETWORKS: Wants to Postpone Shareholders' Meeting to March
-----------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) will seek a Court
order extending the time for the holding of the Company's 2004
Annual Shareholders' Meeting, to a date no later than March 31,
2005.

As previously announced, the Company was granted an order by the
Ontario Superior Court of Justice extending the time for calling
the Meeting to a date no later than December 31, 2004, or on a
later date as the Court may further permit.  The Company
previously indicated that it intended to seek an order extending
the time for calling the Meeting to no later than May 31, 2005,
and to hold the Meeting as soon as practicable after its 2003
audited financial statements were completed and available for
mailing to shareholders.

The Company and its Board of Directors remain committed to holding
the Meeting as soon as practicable and believe that it is in the
best interests of the Company and its shareholders that the 2003
audited financial statements are completed and mailed to
shareholders in advance of the Meeting, in accordance with
applicable laws.  Based on the need to comply with applicable
legal requirements in both Canada and the United States, including
allowing for a reasonable time for the submission and processing
of shareholder proposals, and given the Company's experience as to
the time needed to prepare, print and mail the necessary meeting
materials to a shareholder base of approximately 1.7 million
registered and beneficial shareholders, the Company expects to
hold the Meeting approximately 85-100 days after it is called.  In
light of these factors, the Company will now seek a Court order
extending the time for the holding of the Meeting to no later than
March 31, 2005, and remains committed to holding the Meeting at
the earliest practicable time.

Nortel is a recognized leader in delivering communications
capabilities that enhance the human experience, ignite and power
global commerce, and secure and protect the world's most critical
information.  Serving both service provider and enterprise
customers, Nortel delivers innovative technology solutions
encompassing end-to-end broadband, Voice over IP, multimedia
services and applications, and wireless broadband designed to help
people solve the world's greatest challenges.  Nortel does
business in more than 150 countries.  For more information, visit
Nortel on the Web at http://www.nortel.com/

                          *     *     *

As reported in the Troubled Company Reporter on June 25, 2004,
Standard & Poor's Ratings Services said that its long-term
corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. remain on CreditWatch with
developing implications, where they were placed Apr. 28, 2004.

As previously reported, Standard & Poor's lowered its 'B' long-
term corporate credit rating and other long-term ratings on Nortel
Networks Corp. and Nortel Networks Ltd. to 'B-'.


NOVELIS INC: S&P Rates Proposed $2B Senior Secured Facilities BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to Novelis, Inc., the spin off of Alcan,
Inc.'s aluminum rolling businesses.

At the same time, Standard & Poor's assigned its 'BB-' rating to
Novelis' proposed US$2 billion senior secured credit facilities,
and a recovery rating of '3' to the facilities, indicating
meaningful recovery of principal (50%-80%) in a post-default
scenario.  The outlook is stable.

The ratings on Novelis reflect its aggressive financial profile,
characterized by a heavy debt burden on completion of the
transaction and low, but stable margins.  These weaknesses are
offset by the company's leading position in the global aluminum
rolled products market and extensive geographic and product
diversity.

"Novelis' good business risk profile is constrained by its high
debt leverage, as evidenced by Standard & Poor's estimate of total
debt to EBITDA of 4.9x, based on US$2.8 billion of total debt and
trailing 12-month financial results at Sept. 30, 2004," said
Standard & Poor's credit analyst Don Marleau.

Novelis uses:

   (1) primary and recycled aluminum to produce can sheet for
       sale to:

          -- beverage producers, and
          -- can fabricators;

   (2) various rolled products for:

          -- construction,
          -- industrial, and
          -- transportation uses; and

   (3) foil for packaging.

Novelis' management will be completely independent of Alcan after
the spin off, although the companies will maintain transition
services agreements for up to twelve months, and will have in
place multi-year metals sales agreements.

The company has a strong competitive position, benefiting from an
unrivaled top-two position in each of the world's major aluminum
consuming regions and product segments.  Further offsetting the
risks of an aggressive capital structure are the company's:

   -- broad geographic diversity,

   -- position as the world's largest purchaser of primary
      aluminum, and

   -- the industry's high barriers to entry.

The outlook is stable.  Novelis' diversity and strong market
position, coupled with generally good demand in its key markets,
should ensure that the company generates financial performance
that is consistent for the ratings in next several years.  The
prospects, however, for some debt reduction appear good, thereby
potentially boosting the company's credit metrics in the medium
term.


OCTANE ENERGY: Posts $84,288 Net Loss for 2004 Third Quarter
------------------------------------------------------------
Octane Energy Services Ltd. reported its financial results for the
three months ended September 30, 2004:

             Three Months Ended September 30, 2004

    Revenue                                  $12,223,845

    Direct operating expenses                 10,364,905

    Gross margin                               1,858,940

    Gross margin as a % of revenue                   15%

    General and administrative expenses        1,483,923

    General and administrative
     expenses as a % of revenue                      12%

    Earnings before interest, taxes,
     depreciation and amortization (EBITDA)      362,488

    EBITDA per share                                0.01

    Depreciation and amortization                195,403

    Income (loss) from continuing operations,
     before income taxes                         (31,797)

    Loss from continuing operations, net of
     taxes                                       (36,297)

    Income (loss) from discontinued operations,
     net of income taxes                         (47,991)

    Net loss                                     (84,288)

    Loss per share from continuing operations,
     net of income taxes                           (0.00)

    Loss per share from discontinued operations,
     net of income taxes                           (0.00)

    Net loss per share                             (0.00)

    Shares outstanding
      - Basic                                 40,318,233
      - Diluted                               42,643,739

The third quarter results were impacted negatively by wet weather
conditions, which extended throughout the quarter.  Despite the
impact from the weather the Company achieved positive results that
were close to its budgeted performance expectations.

While Octane has made significant improvements in consolidating
its operations, reducing operating costs, closing locations,
selling assets and paying down debt, there remains a significant
shortfall in working capital, which the Company has been unable to
repair.  The addition of new capital to the business has been
restricted by financial and structural barriers, which included
the excessively large accounts payable in its pipeline and
facilities subsidiary Octane Energy Services, Inc.  These payable
were not being serviced by Octane.  Several vendors had initiated
legal action against the Company and some of them had received
judgments against Octane.

As a result of the liquidity and working capital pressures and the
potential for an increased number of claims which would inevitably
result in a more serious outcome, Octane Energy Services Ltd. and
two of its wholly owned subsidiaries, Octane Energy Services,
Inc., and Octane Energy Services (B.C.) Inc., decided to file for
protection under the Companies Creditors Arrangement
Act -- CCAA.  This action was taken as a necessary step to
preserve any remaining value in the Company, to protect the jobs
and employees of Octane, to maintain normal operating conditions
in the field and continue to provide a high level of service to
our customers.  Octane's instrumentation and electrical
subsidiary, Pronghorn Controls Ltd., was not included in the CCAA
filing.  To date, the pipeline and facilities division has been
successful in maintaining its customer base and, with the high
level of activity in the service sector, Octane has been able to
meet its current obligations and secure new contracts.  All
indications support the view that Octane will be a viable,
profitable business after it emerges from the CCAA process.

With the steps taken to improve the operations, the Company has
been returned to pre-tax profitability, the balance sheet has been
strengthened and the Company continues to position itself for
sustained profitable operations and growth. Debt and debt service
costs have been substantially reduced.  The financial results from
continuing operations have continued to improve over the last
year.

Octane Energy Services Ltd. is an oilfield services company that
provides oilfield, pipeline, facilities construction, and
instrumentation and controls services.


OMI CORP: Placing Convertible Senior Notes in Private Offering
--------------------------------------------------------------
OMI Corporation (NYSE:OMM) of Stamford Connecticut intends,
subject to market and other conditions, to privately place
$200 million aggregate principal amount of convertible senior
notes due 2024.  The notes will be convertible, if certain
conditions are met, into cash and/or shares of the Company's
common stock.  The Company also plans to grant to the initial
purchaser of the notes an option to purchase up to an additional
$40 million aggregate principal amount of notes.  The interest
rate, conversion rate and offering price are to be determined by
negotiations between the Company and the initial purchaser of the
notes.

The Company intends to use up to 40% of the net proceeds to
repurchase, in privately negotiated transactions concurrent with
the private placement of the notes, shares of its common stock
that it expects will be sold short by purchasers of the notes.  It
intends to use the remainder of the proceeds to repay indebtedness
under a reducing revolving credit facility.

                        About the Company

OMI is a major international owner and operator of crude oil
tankers and product carriers.  Its fleet currently comprises 42
vessels, including 15 Suezmaxes and 25 product carriers,
aggregating approximately 3.5 million deadweight tons.  OMI
expects to take delivery of a 2004-built 37,000 dwt product
carrier and to deliver a 30,000 dwt single hull product carrier in
December.  The Company has on order at a shipyard ten 37,000 dwt
and 47,000 dwt product carriers, five to be delivered to it in
2005 and the remainder in 2006.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 28, 2004,
Moody's Investors Service has confirmed the debt ratings of OMI
Corporation, completing a review for possible downgrade that was
initiated on June 25, 2004.

The confirmed ratings include:

   * $200 million 7.625% senior unsecured notes due 2013, rated B1
   * Senior Implied rating of Ba3
   * Senior Unsecured Issuer rating of B2

The rating outlook is stable.


OWENS CORNING: Wants Solicitation Period Stretched to June 2005
---------------------------------------------------------------
Owens Corning and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to further extend their
exclusive period to solicit plan votes through and including
June 30, 2005.  The Debtors require more time to complete the
procedures necessary to gain approval from the U.S. District Court
for the District of Delaware of an amended disclosure statement
and solicit acceptances of an amended plan of reorganization.

Norman L. Pernick, Esq., at Saul Ewing, in Wilmington, Delaware,
asserts that the requested extension is warranted for four
reasons:

   (a) The Debtors' cases are very large and complex;

   (b) Despite a stay of the District Court's participation in
       the Debtors' cases earlier this year, the delays caused by
       the recusal of Judge Wolin, the recent assignment of Judge
       Fullam, the appeal of the Substantive Consolidation Order,
       the complexities of asbestos valuation and difficult
       issues inherent in all asbestos-related bankruptcies, the
       Debtors have preserved and made real progress in their
       cases:

       * Official representatives of all major creditor
         constituencies but the Bank Debt Holders have agreed on
         the terms of an amended Plan;

       * The Substantive Consolidation Order was issued;

       * Voluminous discovery has been undertaken on the asbestos
         claim valuation issue, expert reports have been
         exchanged, depositions have been scheduled and a hearing
         has been set for January 2005;

       * A Disclosure Statement has been conditionally approved;
         and

       * Voting procedures have been recommended for approval;

   (c) The extension of the Exclusive Solicitation Period is not
       being sought to pressure creditors to accede to any of the
       Debtors' demands; and

   (d) None of Debtors' creditors will be unduly prejudiced by
       an extension.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At
Sept. 30, 2004, the Company's balance sheet shows $7.5 billion in
assets and a $4.2 billion stockholders' deficit.  The company
reported $132 million of net income in the nine-month period
ending Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No.
89; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PACIFICARE HEALTH: Purchasing Pacific Life's Health Insurance Biz
-----------------------------------------------------------------
PacifiCare Health Systems, Inc., (NYSE: PHS) and Pacific Life
Insurance Company signed a definitive agreement whereby PacifiCare
will purchase Pacific Life's group health insurance business.

The business includes medical, dental and life coverage for small
and large group employers, and is distributed through a network of
approximately 30,000 brokers and agents in 30 states.  Although
the financial terms of the purchase were not disclosed, the
transaction is structured as a coinsurance arrangement that is
expected to result in PacifiCare's acquisition of up to 140,000
medical members.  At closing, Pacific Life will cede to PacifiCare
all future premiums received for its existing group health
business, and PacifiCare will assume all future claim liability.
PacifiCare will also obtain renewal rights for the acquired
membership.

As part of the transaction, PacifiCare will also obtain assets
necessary to support and preserve the continuity of the acquired
business, as well as the right to offer employment to the
approximately 700 Pacific Life employees who currently provide
service and support to the group insurance business.

Approximately 55% of the revenue from the acquired membership is
generated in states that overlap with PacifiCare's current eight
core health plan markets, and more than 95% of the revenue is
generated from membership that resides in states that will overlap
with PacifiCare's health plan operations after completion of its
previously announced acquisition of American Medical Security
Group.  PacifiCare will finance the Pacific Life transaction
through internally generated cash, and the companies anticipate a
closing date in early 2005, subject to approval from the
California Insurance Commissioner and compliance with provisions
of the Hart-Scott-Rodino Act.

The purchase of Pacific Life's group health business complements
PacifiCare's recently announced acquisition of AMS, and
demonstrates the company's renewed focus on the individual and
small group markets, which it believes are the market segments
offering the most potential for commercial membership growth in
the coming years.

PacifiCare's Chairman and Chief Executive Officer, Howard
Phanstiel, stated, "This investment is a logical follow-on to our
recently announced acquisition of American Medical Security Group.
It deepens our penetration and significantly enhances our
distribution capabilities in the important small group market, and
further improves the size and scale of our geographic presence.
And, just as AMS's overlap with PacifiCare's current eight core
operating markets gives us the opportunity to build more cost
effective proprietary networks, Pacific Life's significant
additional overlap allows us to extend the benefits of our
existing lower cost networks to the membership acquired from
them."

The transaction is also consistent with PacifiCare's strategy of
diversification through the expansion of its full-service
commercial portfolio balanced against a growing Medicare Advantage
business.  Based on PacifiCare's most recent forecast's for 2004
operating results, the completion of the AMS acquisition is
expected to lower the portion of PacifiCare's gross margin
generated from Medicare Advantage from approximately 39% to 35%,
and it is anticipated that the purchase of Pacific Life's group
health business will result in an additional reduction to
approximately 32%.  Despite the significant overlap with
PacifiCare's current eight core markets, this transaction will
also expand the company's geographic presence, and further
increase the portion of total membership outside the State of
California, from approximately 43% subsequent to the AMS
acquisition, to approximately 50%.

Additionally, access to an expanded network of insurance agents
and brokers is expected to provide new opportunities for
PacifiCare to distribute its other products.

Brad Bowlus, president of PacifiCare's Health Plan division said,
"We are very excited about meeting with the agents and brokers in
Pacific Life's network to discuss opportunities to expand the
distribution of products such as our popular SignatureFreedom
plans, Medicare Supplement coverage, HSA products and, eventually,
even Medicare Advantage."

Based in Newport Beach, California, Pacific Life's strength
continues to be in providing life insurance and annuities to
individuals, businesses, and pension plans.

Thomas Sutton, chairman and chief executive officer of Pacific
Life said, "With today's increasingly competitive health insurance
market, Pacific Life made the decision to focus on its core
business of providing life insurance products, individual
annuities, and other investment products and services to
individuals, businesses, and pension plans.  PacifiCare provides a
great fit for Pacific Life's group health business not only
because of their strength in the managed health care industry, but
also because of their commitment to the small group market and
their focus on member satisfaction."

"We anticipate that, including all integration expenses, this
transaction will be mildly accretive.  I would estimate about two
to three cents in incremental 2005 EPS, depending on the timing of
the close in early 2005," said Greg Scott, PacifiCare's executive
vice president and chief financial officer.

                        About the Company

PacifiCare Health Systems, Inc., based in Cypress, California, is
a leading managed care company serving close to 3 million health
plan members and 9.5 million specialty plan members nationwide.
With health plans in eight states and Guam, about 60% of its
members reside in California.  For the six months ending
June 30, 2004, the company reported consolidated GAAP revenues of
approximately $6.0 billion and as of June 30, 2004, shareholders'
equity was approximately $2.0 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 24, 2004,
Moody's Investors Service affirmed the debt ratings of PacifiCare
Health Systems, Inc., following the company's announcement that
they had entered into a definitive agreement to acquire American
Medical Security Group, Inc.

These ratings have been affirmed with a stable outlook:

   * PacifiCare Health Systems, Inc.:

      -- senior implied rating Ba2;
      -- secured bank facility Ba2;
      -- senior unsecured debt rating Ba3;
      -- issuer rating Ba3; and
      -- convertible subordinated notes B1.


PARMALAT: Committee Has Until Jan. 14 to Dispute Citibank's Claim
-----------------------------------------------------------------
In a Consent Order, Judge Drain of the U.S. Bankruptcy Court for
the Southern District of New York extends until January 14, 2005,
the period by which the Official Committee of Unsecured Creditors
appointed in the chapter 11 cases of Parmalat USA Corporation and
its debtor-affiliates can:

     (i) file an adversary proceeding or contested matter
         challenging the amount, validity, enforceability,
         perfection or priority of the rights of Citibank, N.A.,
         London Branch, under and in connection with the Parmalat
         Receivables Purchase Agreement dated November 2, 2000; or

    (ii) otherwise assert any claims or causes of action or
         other rights and defenses against Citibank London.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PEP BOYS: Commences Cash Tender Offer for 7% Notes Due 2005
-----------------------------------------------------------
The Pep Boys - Manny, Moe & Jack (NYSE: "PBY") commenced a cash
tender offer for any and all of its $100,000,000 aggregate
principal amount 7% Notes due 2005 (CUSIP 713278AD1) and a consent
solicitation.

The Offer is scheduled to expire at 12:01 a.m. Eastern time on
Tuesday, Dec. 28, 2004, unless extended or earlier terminated.
The consent solicitation will expire at 5:00 p.m., Eastern time,
on Friday, Dec. 10, 2004, unless extended.  By the Consent Payment
Deadline, Holders tendering their Securities will be required to
consent to the amendments to the indenture governing the
Securities, which, among other things, will eliminate all of the
restrictive covenants and all event of default provisions, except
for the failure to pay principal or interest on the Securities,
contained in the Indenture.

Holders of Securities that validly tender and do not validly
withdraw their Securities pursuant to the Offer prior to the
Consent Payment Deadline will receive $1,018.50 plus accrued and
unpaid interest on that principal amount to, but not including,
the First Settlement Date, upon the terms and subject to the
conditions set forth in the Offer to Purchase.  The Total
Consideration includes a consent payment of $15.00 per $1,000
principal amount of Securities.  Holders of Securities that
validly tender their Securities after the Consent Payment Deadline
and prior to the Expiration Time will receive $1,003.50 for each
$1,000 principal amount of Securities plus accrued and unpaid
interest on that principal amount to, but not including, the Final
Settlement Date, and will not receive the Consent Payment.  No
tenders will be valid if submitted after the Expiration Time.

The "First Settlement Date" will be promptly after the Consent
Payment Deadline for those Securities validly tendered and not
validly withdrawn before the Consent Payment Deadline that are
accepted.  The "Final Settlement Date" will be promptly after the
Expiration Time for those Securities validly tendered after the
Consent Payment Deadline but before the Expiration Time and not
validly withdrawn before the Expiration Time that are accepted.
Each of such First Settlement Date and Final Settlement Date is
referred to as a "Settlement Date."

Securities purchased pursuant to the Offer will be paid for in
same-day funds on the applicable Settlement Date.  If the Offer is
withdrawn prior to the First Settlement Date or not otherwise
completed, no payments will be made with respect to the Offer,
previously tendered Securities will be returned promptly and the
amendments to the Indenture will not become operative.

The Offer is subject to the satisfaction of certain conditions,
including the Company's receipt of tenders of Securities
representing a majority of the principal amount of the Securities
outstanding and the receipt of financing on terms acceptable to
the Company in an amount sufficient to consummate the Offer.

Pep Boys has retained Goldman, Sachs & Co. as the Dealer Manager
and Solicitation Agent and Global Bondholder Services, as the
Information Agent and Tender Agent for the Offer.  The terms of
the Offer are described in the Company's Offer to Purchase and
Consent Solicitation Statement dated November 29, 2004, copies of
which may be obtained from the Information Agent by calling (866)
857-2200 (US toll-free) or (212) 357-7867 (collect).

                        About the Company

Pep Boys has 595 stores and over 6,000 service bays in 36 states
and Puerto Rico.  Along with its vehicle repair and maintenance
capabilities, the company also serves the commercial auto parts
delivery market and is one of the leading sellers of replacement
tires in the United States.  Customers can find the nearest
location by calling 1-800-PEP-BOYS or by visiting
http://www.pepboys.com/


PEP BOYS: Moody's Places B3 Rating to $150M Senior Sub. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to The Pep Boys --
Manny, Moe and Jack's $150 million of senior subordinated notes
due 2014, the proceeds of which will be used to replace existing
indebtedness, and affirmed the existing ratings.  The ratings
outlook is positive.

Pep Boys ratings reflect its:

   (1) substantial retained cash flow which has enabled it to
       reduce debt;

   (2) improving performance since last years write-down of
       assets;

   (3) strong brand recognition; and

   (4) competitive advantage in the service sector of the market.

The ratings also reflect:

   (1) solid debt protection measures for its rating category
       which provide for some cushion for earnings volatility;

   (2) its modest return on assets relative to leverage;

   (3) Pep Boys history of asset write downs and operational
       inconsistency; and

   (4) the difficulty of maintaining strong same store sales
       trends as they begin to match up with strong results from
       last year.

Pep Boys also derives some benefit from ownership of a significant
number of its stores, which reduces rents relative to sales and
provides some support for the credit.

Pep Boys is the largest retailer serving all three automotive
after-market segments: do-it-yourself, do-it-for-me and commercial
sales to professional installers.  While the company's
participation in the faster growing service segment is an
important source of sales and earnings, its margins trail some
competitors who are entirely dependent on the slower growing DIY
segment.  Pep Boys' competitive advantage from its service has
benefited as cars have continued to become more complicated, and
this is expected to lead to higher levels of service revenue and
profitability.

Pep Boys has been working to improve its operating performance
over the last few years, which has lead to some asset write-downs
and uneven operating performance during fiscal 2003.  The company
has needed to invest in its store base and infrastructure to
improve its service capabilities and overall operating
performance.  Moody's expects that Pep Boys will continue to have
to invest in its store base to keep pace with its competition and
bring its operating performance in line with its peers.  While
these investments will have longer-term benefits for Pep Boys, it
may be a few quarters before these benefits are reflected in the
company's operating results.

The outlook change to positive reflects Moody's expectation that
Pep Boys will continue to show improvement in its operating
performance as the initiatives the company has implemented will
begin to effect results.  The ratings would be upgraded if the
company continues to improve its operating performance sufficient
to reflect adjusted debt to EBITDAR ratio below 4.5X and continued
solid comparable store sales growth.  Any additional share
repurchases could significantly limit upward rating pressure.
Downward rating pressure would result if operations were to
deteriorate with its adjusted debt to EBITDAR ratio increasing to
over 6.0X or if comparable store sales were negative for a
sustained period of time.

This rating was assigned:

   * Senior subordinated notes of $150 million due 2014 at B3.

These ratings were affirmed:

   * Senior implied rating of B1;

   * Senior guaranteed unsecured convertible notes due 2007 rated
     B1;

   * Senior unsecured debt at B2;

   * Senior unsecured issuer rating at B2.

Headquartered in Philadelphia, Pennsylvania, The Pep Boys - Manny,
Moe and Jack operate about 628 stores in 36 states and Puerto Rico
with revenues of $2.1 billion in 2003.


PEP BOYS: S&P Puts B Rating on $150M Proposed Senior Sub. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to Pep
Boys-Manny, Moe & Jack's proposed $150 million senior subordinated
notes due 2014.  These notes will be drawn from the company's
shelf registration.

At the same time, a 'BB' bank loan rating was assigned to the
company's proposed $350 million secured bank facility due 2009.  A
recovery rating of '1' was also assigned to the facility,
indicating the expectation for full recovery of principal in the
event of a default.

Proceeds from the note issuance and new bank facility will be used
to pay down the outstanding balance on Pep Boys' current revolver,
tender the $100 million of notes due in June 2005, and cover fees
and expenses.

Outstanding ratings on the company, including the 'BB-' corporate
credit rating, were affirmed.  The outlook is stable.  Pro forma
for the new transactions, Pep Boys will have $493 million of debt
on its balance sheet, or $765 million of lease-adjusted debt.

Credit measures are anticipated to remain consistent with current
ratings, with lease-adjusted debt to EBITDA in the high 3x area
and EBITDA interest coverage in the low 3x area.  The company will
improve its maturity profile by eliminating the $100 million of
notes maturing in 2005.  The size of the revolver may be increased
to $400 million subject to satisfactory syndication.

"The ratings on Pep Boys reflect the risks of operating in the
highly competitive and consolidating auto parts retail sector, the
challenges of expanding the company's service segment, the need
for capital investment in the store base, and significant debt
maturities," said Standard & Poor's credit analyst Stella Kapur.
"These risks are somewhat mitigated by the company's leading and
diversified market position in auto parts retailing and its
moderate leverage for the rating."

Philadelphia, Pennsylvania-based Pep Boys is still trying to
realign its business and improve its profitability.  The company
has been focusing on its sales mix, shifting away from the
do-it-yourself market in favor of the do-it-for-me market.

Standard & Poor's believes that the company, considering its
service bays and larger store size than its competitors', can hold
a significant advantage as it tries to leverage its national store
base to expand its service business.

However, Pep Boys will continue to be challenged in promoting and
smoothing out its services operations, and it needs to complete
important initiatives, such as refurbishing and re-merchandising
its stores.


RAMP SERIES: S&P Pares Ratings on Classes M-I-3 & M-II-3 to Low-B
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
M-1 certificates issued by RAMP Series 2001-RZ3 Trust.  At the
same time, ratings are lowered on two classes from RAMP Series
2002-RS2.  In addition, ratings are affirmed on the remaining
publicly rated classes from the two series.  RAMP is the issuer
name of Residential Asset Mortgage Products Inc., an affiliate of
Residential Funding Corporation.

The raised rating reflects the following:

   -- credit support percentage that has grown to 72.84%, compared
      to its initial support percentage of 15.75%;

   -- collateral balance that is paid down to less than 14% of its
      original size, with no senior certificates remaining; and

   -- at least 38 months of mortgage seasoning.

The increased credit support percentages resulted from the
shifting-interest, sequential-payment structure of the
transaction, which was further influenced by significant principal
prepayments.

The lowered ratings reflect:

   -- continuing erosion of credit support (excess interest and
      overcollateralization) that is insufficient to support the
      previously assigned ratings;

   -- realized losses that have generally exceeded excess interest
      cash flow in the most recent three months;

   -- current credit support percentage for class M-I-3 (fixed-
      rate group) of 0.52% (prior to giving credit to excess
      spread), far below its original support level;

   -- current credit support percentage for class M-II-3
      (adjustable-rate group) of 0.56% (prior to giving credit to
      excess spread), greatly below its original support level;
      and

   -- serious delinquencies (90-plus days, foreclosure, and REO)
      for the fixed- and adjustable-rate groups of 10.21% and
      29.17%, respectively.

As of the October 2004 remittance period, cumulative losses, as a
percentage of the original pool balance, were 1.15% ($2,476,966,
2001-RZ3); 1.15% ($4,441,894, 2002-RS2 fixed-rate group); and
3.08% ($2,396,049, 2002-RS2 adjustable-rate group).

Furthermore, due to the adverse collateral pool performance of
both loan groups from series 2002-RS2, the transaction is unable
to benefit from the cross-collateralization of excess interest
cash to cover losses.

Standard & Poor's will continue to closely monitor the performance
of the transactions to ensure that the ratings assigned to the
certificates accurately reflect the risks associated with these
securitizations.

Credit support is provided by a combination of excess interest,
overcollateralization, and subordination.

The underlying collateral for series 2001-RZ3 consists of fixed-
rate mortgage loans secured by one- to four-family residential
properties.  The collateral for series 2002-RS2 consists of fixed-
and adjustable-rate, first- or second-lien loans, secured
primarily by one- to four-family residential properties.


                          Rating Raised

                        RAMP Series Trust
          Mortgage asset-backed pass-thru certificates

                                      Rating
                                      ------
                Series     Class   To        From
                ------     -----   --        ----
                2001-RZ3   M-1     AAA       AA+


                         Ratings Lowered

                        RAMP Series Trust
          Mortgage asset-backed pass-thru certificates

                                      Rating
                                      ------
                Series     Class   To        From
                ------     -----   --        ----
                2002-RS2   M-I-3   BB-       BBB
                2002-RS2   M-II-3  BB        BBB


                        Ratings Affirmed

                        RAMP Series Trust
          Mortgage asset-backed pass-thru certificates

                Series     Class           Rating
                ------     -----           ------
                2001-RZ3   M-2             A
                2001-RZ3   M-3             BBB
                2002-RS2   *A-I-4          AAA
                2002-RS2   A-I-5, A-II     AAA
                2002-RS2   M-I-1, M-II-1   AA
                2002-RS2   M-I-2, M-II-2   A

   * Denotes bond-insured transaction ratings that reflect the
     financial strength of the respective bond insurer.


RANDOLPH NURSING: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Randolph Nursing, LLC
        589 Atlanta Street
        Roswell, Georgia 30075

Bankruptcy Case No.: 04-79659

Chapter 11 Petition Date: November 29, 2004

Court: Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: Theodore N. Stapleton, Esq.
                  Theodore N. Stapleton, P.C.
                  Two Paces West, Suite 1740
                  2727 Pace Ferry Road
                  Atlanta, GA 30339
                  Tel: 770-436-3334
                  Fax: 770 436-5398

Total Assets: $2,000,000

Total Debts:  $4,162,400

Debtor's 2 Largest Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
Wachovia Bank, N.A.           Value of Collateral:    $3,400,000
c/o James R. Williamson       $2,000,000
323 East Court Avenue
Jefferson IN 47130

Healthcare of Indiana         Value of Collateral:      $762,400
[Address not provided]        $2,000,000


RELIANT ENERGY: Fitch Places Single-B Ratings on Watch Positive
---------------------------------------------------------------
Fitch Ratings placed the outstanding credit ratings of Reliant
Energy, Inc., on Rating Watch Positive.  In addition, Fitch
expects to assign the 'BB-' rating to Reliant Energy's proposed
offering of approximately $4 billion of new secured debt
facilities, including a $1.7 billion revolving credit facility and
a combination of a term loan B, senior secured notes, and
fixed-rate, tax-exempt bonds.

The rating action follows the announcement that Reliant Energy
launched a program to refinance approximately $4.5 billion of
outstanding secured debt.  Proceeds from the planned offerings
will be utilized to refinance Reliant Energy's $3.8 billion
secured revolving credit and term loan facility due March 2007,
$300 million of Orion Power Midwest secured bank debt due October
2005, and $400 million of floating-rate, tax-exempt bonds
originally issued to fund construction of the Seward waste-coal
generating facility.

Upon completion of the proposed refinancing, Fitch expects to
upgrade Reliant Energy's outstanding ratings as follows:

   -- $1.1 billion outstanding senior secured notes to 'BB-' from
      'B+';

   -- $275 million outstanding convertible senior subordinated
      notes to 'B' from 'B-';

   -- Indicative senior unsecured debt to 'B+' from 'B'.

The Rating Watch Positive status and expected upgrade reflects the
significant financial flexibility and improved debt maturity
profile resulting from Reliant Energy's pending debt refinancing
program.  Specifically, the proposed refinancing will remove the
most restrictive cash traps existing at the Orion Power subsidiary
level, eliminate most significant near-term debt maturities
through 2009, and provide for lower borrowing costs.  In addition,
the proposed terms of Reliant Energy's term loan B and revolving
credit facilities include fall-away collateral language providing
RRI a path to becoming an unsecured borrower if certain financial
tests are met.

The rating action also recognizes Reliant Energy's recent
cost-saving and balance sheet deleveraging initiatives and the
expectation for gradual improvement in consolidated credit
measures through 2006, even under a scenario that assumes limited
recovery in current wholesale power market conditions and lower
levels of retail energy cash flow performance.  Recognizing the
cyclical nature of its merchant energy business, Reliant Energy
has streamlined its corporate structure and redesigned systems and
processes with the goal of trimming annual costs by an additional
$200 million by 2006.  In addition, Reliant Energy pursued asset
sales, which are accretive to credit quality, the most recent
being the sale of 770 megawatts of New York upstate generating
capacity for $900 million in cash.  As a result of these
initiatives, Fitch expects the ratio of consolidated debt
(adjusted to include off-balance sheet debt and certain
nonrecourse project financings) to EBITDAR to approach the mid
4.0 times (x) range by year-end 2005 versus 5.7x as of
Dec. 31, 2003.

From an operational standpoint, Reliant Energy has taken measures
to stabilize the performance of its wholesale merchant power
segment, which remains exposed to weak market fundamentals across
most U.S. regions.  In contrast to prior strategies, Reliant
Energy has become more focused on reducing the volatility
associated with its merchant-generating fleet by locking in a
greater percentage of capacity over a two- to three-year time
horizon, including the forward sale of in the money coal-fired
capacity through 2006.  While this approach tends to cap potential
earnings upside, it should result in a more predictable cash flow
stream over the next several years.  In addition, Reliant Energy's
retrenchment from speculative energy trading activities has
further stabilized wholesale segment results.

An ongoing credit concern is the potential shrinkage of the high
profits and cash flow contributed by Reliant Energy's Texas retail
electric business.  Since the implementation of Texas electric
deregulation in January 2002, retail operations have performed as
designed, providing a partial hedge against wholesale earnings
volatility.  In particular, retail margins have benefited from
Reliant Energy's ability to lock in favorable wholesale gas and
power prices.  In addition, customer loss has generally been lower
than originally anticipated.  However, the sustainability of this
business could be impaired over time by increased competition and
less favorable wholesale power pricing dynamics.  In addition, the
recent Texas true-up proceedings could trigger a near-term
reduction in Reliant Energy's Houston in-territory gross margins
in January 2005.


RESIDENTIAL ACCREDIT: Fitch Rates Cert. Classes B-1 & B-2 Low-B
---------------------------------------------------------------
Fitch Ratings rates Residential Accredit Loans, Inc., mortgage
pass-through certificates, series 2004-QS15:

   -- $202,481,708 classes A-1 through A-7, A-P, A-V, R-I, and
      R-II certificates (senior certificates) 'AAA';

   -- $5,557,200 class M-1 'AA';

   -- $1,923,300 class M-2 'A';

   -- $1,068,500 class M-3 certificates 'BBB';

   -- $1,068,500 privately offered class B-1 'BB';

   -- $641,100 privately offered class B-2 'B';

   -- $961,734 privately offered class B-3 certificates are not
      rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 5.25%
subordination provided by:

         * the 2.6% class M-1,
         * the 0.9% class M-2,
         * the 0.5% class M-3,
         * the 0.5% privately offered class B-1,
         * the 0.3% privately offered class B-2, and
         * the 0.45% privately offered class B-3.

Fitch believes the credit enhancement will be adequate to support
mortgagor defaults, as well as bankruptcy, fraud, and special
hazard losses in limited amounts.  In addition, the ratings
reflect the quality of the mortgage collateral, strength of the
legal and financial structures, and Residential Funding Corp.'s
servicing capabilities (rated 'RMS1' by Fitch) as master servicer.

As of the cut-off date, Nov. 1, 2004, the mortgage pool consists
of 1,328 conventional, fully amortizing, 30-year fixed-rate,
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
$213,702,042.  The mortgage pool has a weighted average original
loan-to-value ratio of 77.06%.  The pool has a weighted average
FICO score of 725, and approximately 53.19% and 5.71% of the
mortgage loans possess FICO scores greater than or equal to
720 and less than 660, respectively.  Loans originated under a
reduced loan documentation program account for approximately
47.27% of the pool, equity refinance loans account for 29.16%, and
second homes account for 2.69%.  The average loan balance of the
loans in the pool is $160,920.  The three states that represent
the largest portion of the loans in the pool are:

               * California (19.01%),
               * Virginia (8.79%), and
               * Texas (8.55%).

All of the mortgage loans were purchased by the depositor through
its affiliate, RFC, from unaffiliated sellers, except in the case
of 22% of the mortgage loans, which were purchased by the
depositor through its affiliate, RFC, from HomeComings Financial
Network, Inc., a wholly owned subsidiary of the master servicer.
Approximately 41.6% of the mortgage loans were purchased from
National City Mortgage Company.  No other unaffiliated seller sold
more than approximately 7.2% of the mortgage loans to Residential
Funding.  Approximately 51.7% of the mortgage loans are being
subserviced by HomeComings Financial Network, Inc.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans are loans that, under applicable state or local law in
effect at the time of origination of the loan are referred to as
'high-cost' or 'covered' loans or any other similar designation if
the law imposes greater restrictions or additional legal liability
for residential mortgage loans with high interest rates, points,
and fees.

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program (Alt-A program).  Alt-A program loans
are often marked by one or more of the following attributes:

   (1) a non-owner-occupied property;

   (2) the absence of income verification; or

   (3) a loan-to-value ratio or debt service/income ratio that is
       higher than other guidelines permit.

In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

Deutsche Bank Trust Company Americas will serve as trustee.  RALI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as two real
estate mortgage investment conduits -- REMICs.


RIGGS NATIONAL: Moody's Lowers Subordinate Ratings to B1 from Ba2
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Riggs National
Corporation (subordinate to B1 from Ba2) and its lead bank
subsidiary, Riggs Bank N.A. (long-term deposits to Baa3 from Baa2
and short-term deposits to P-3 from P-2).  Moody's also downgraded
Riggs Capital and Riggs Capital II (preferred stock to Caa1 from
Ba2).  The ratings continue to remain on review, direction
uncertain.

Moody's said the downgrade on the trust preferred securities was
in response to the regulators' statement they were not inclined to
allow Riggs National Corporation (Riggs) to pay preferred
dividends.  Moody's said the action on the other ratings reflected
its expectation that the increased level of legal and other
expenses Riggs incurred in the third quarter of 2004 will continue
for some time.  These expenses are in connection with the ongoing
investigations by the US Department of Justice and regulatory
authorities.  The high level of expenses calls into question the
company's ability to generate net income in the short-term.  In
addition, there continues to be uncertainty that the acquisition
of Riggs by PNC Financial Services Group will be completed as
originally envisioned.  Moody's added that the company announced
that its acquisition by PNC would now be pushed back to mid-April,
2005 instead of during the first quarter of 2005, due to systems
conversions issues.  Moody's said that its ratings on the bank
assume asset quality and liquidity remain satisfactory.

These ratings were downgraded:

   * Riggs National Corporation:

     -- Subordinate to B1 from Ba2

   * Riggs Bank N.A.:

     -- Long-term deposits to Baa3 from Baa2
     -- Short-term deposits to P-3 from P-2
     -- Issuer to Ba2 from Baa3
     -- Bank financial strength to D from D+

   * Riggs Capital and Riggs Capital II:

     -- Trust Preferred to Caa1 from Ba2

Riggs National Corporation is a bank holding company headquartered
in Washington, D.C. with assets of $5.9 billion as of Sept. 2004.


RYERSON TULL: Moody's Rates Planned $150M Senior Secured Notes B2
-----------------------------------------------------------------
Moody's Investors Service lowered its ratings for Ryerson Tull,
Inc. (senior implied to B1) and assigned a B2 rating to the
company's proposed $150 million of senior unsecured notes due
2011.  The company has a stable rating outlook. This concludes
Moody's review of Ryerson, which was placed under review for
possible downgrade on November 1, 2004, following the company's
announcement of its agreement to acquire Integris Metals, Inc.
from Alcoa and BHP Billiton for approximately $660 million.

These ratings were lowered:

   * Senior implied rating, to B1 from Ba3

   * Senior unsecured issuer rating, to B2 from B1

   * $100 million of 9.125% senior unsecured notes due 2006, to B2
     from B1

In addition, Moody's assigned a B2 rating to Ryerson's proposed
$150 million of senior unsecured notes due 2011.  Moody's has not
rated Ryerson's 3.5% convertible senior notes due 2024 or its new
senior secured revolving credit facility.

The downgrades reflect the significantly greater debt that Ryerson
will have following the acquisition, its very low profit margins,
and the cyclicality of the metals sector.  Due to the company's
historical operating performance, Moody's also has concerns about
the efficacy of Ryerson's management information systems, which
are critical for the successful operation of a metals distributor,
and its ability to wring substantial costs and inventory out of
the Ryerson-Integris business combination.  While the two
companies' overlapping distribution facilities present an
opportunity for the elimination of duplicative costs, their
product mix and customers are rather different.  Ryerson's ratings
are supported by its well-diversified customer base and leading
position as a distributor and processor of metals in North
America, the beneficial nature of its countercyclical working
capital investment, and the strong prevailing market conditions
for metals.

Pro forma for the Integris acquisition, Ryerson will have a little
over $1.1 billion in debt, which could be reduced by proceeds from
an equity offering.  The most debt Ryerson has ever had was
$350 million, in 2000.  While Ryerson's earnings are strong and
may continue to be strong into 2005, cash from operating
activities has been negative in 2004, due to increased working
capital.  Moody's is worried that the next metals downturn may
come before Ryerson is able to appreciably reduce debt.  Given its
weak financial performance over the last five years, as well as
its poor performance compared to its North American peers, it may
have limited ability to retire debt while operating in a more
normal metals market.

Ryerson's performance has been disappointing since 1999.  While
metal distributors have low operating margins, typically 3-6% of
sales, Ryerson's margins ranged between -2.3% and 0.7% between
2000 and 2003.  The surge in steel demand and prices since January
2004 has raised Ryerson's year-to-date operating margin to 3.8%,
but it continues to underperform relative to some of its major
North American competitors, which have had double-digit operating
margins in 2004.  Ryerson's weaker financial performance is
largely due to its low gross margin.  For some inexplicable
reason, Ryerson has consistently had a lower gross margin than
other large North American service center companies.  Neither
product mix nor the use of different inventory accounting methods
explains the variance since Moody's prepares its profitability
analysis on a LIFO basis and Ryerson's peers have very similar,
but higher, gross margins regardless of their product focus.  If
anything, Ryerson, being the largest metal distribution company,
should be in a somewhat more advantageous position to negotiate
better sales terms with the steel mills.  Ryerson does seem to
have a size advantage when it comes to operating expenses, which
includes warehouse, distribution and SG&A costs.  In terms of
operating expenses as a percent of net sales, Ryerson is a couple
of percentage points lower than many of its peers.  Still,
overall, its EBITDA margin has been 4-6% lower than many of its
peers.  Integris' EBITDA margins have been somewhere in between.

While Ryerson should be able to retire debt in the current metal
and economic environment, the synergies with Integris by
themselves are not sufficient to ensure rapid debt reduction under
less favorable market conditions.  Still, Moody's believes that
the Integris acquisition is an advantageous strategic move for
Ryerson as there will be opportunities for rationalization of
redundant facilities and inventory and the merger increases
Ryerson's geographic reach and presence in higher growth aluminum
and stainless steel markets.  Therefore, Moody's has a stable
rating outlook for Ryerson.

The outlook or ratings could be negatively impacted by:

   (1) a severe downturn in metal demand or prices,

   (2) protracted delays in achieving cost reductions from the
       Integris acquisition,

   (3) inability to meaningfully reduce debt, which includes
       completing an equity offering, or

   (4) problems upgrading or integrating the two companies'
       management information systems.

Moody's notes that Ryerson is upgrading to an SAP system.

Ryerson's outlook or ratings could be positively impacted by
reduced debt, consistent generation of cash flow such that, for
example, retained cash flow (after change in working capital) to
debt is greater than 0.14, demonstrated progress in increasing
profit margins in absolute terms and relative to its peers, and
reduced working capital investment.

Pro forma for the Integris acquisition and projecting ahead for
year-end 2004 results, Ryerson is expected to have $1.12 billion
in debt and EBITDA of $235 million, for a 4.8 debt to EBITDA
ratio.  Moody's also treats pension underfunding as debt.  At the
end of 2003, Ryerson's pension plan was $102 million underfunded
and Integris' was $49 million underfunded, and these plans may
require cash payments in order to improve the plans' funded
status.  In 3Q04, Ryerson made a $21.5 million voluntary pension
contribution in order to avoid potentially larger ERISA-mandated
funding contributions in 2005.  More certain uses of cash for 2005
include approximately $62 million of interest and an estimated
$40 million of capex, equal to depreciation.  Working capital
needs are more difficult to predict, but, since working capital
needs for metal distributors tend to expand with higher sales,
Ryerson's free cash flow could be moderate if metal fundamentals
remain strong.  However, the countercyclical nature of metal
distributors' working capital is a favorable factor in Moody's
ratings for the industry.  In a downturn, Ryerson should be able
to generate cash from inventory liquidation and a general decrease
in working capital.  This would be in addition to any synergies or
asset sales attributable to the Integris acquisition.

The new senior unsecured notes are guaranteed on a senior
unsecured basis by Ryerson Tull Procurement Corporation.  At
September 30, 2004, Ryerson Tull Procurement Corporation held
approximately $414 million of assets consisting entirely of
accounts receivable from non-guarantor subsidiaries and had
$356 million of liabilities, primarily trade payables, including
$180 million due to non-guarantor subsidiaries.  The senior
unsecured notes rank pari passu with the recently issued
convertible senior notes, but rank junior to all secured
indebtedness, including the company's new $1 billion (possibly
$1.2 billion) revolving credit facility, and any indebtedness of
non-guarantor subsidiaries.  Due to the magnitude of Ryerson's
secured debt and the protections afforded the credit facility and
other secured lenders, Moody's has notched the existing and
proposed senior unsecured notes down one notch from Ryerson's
senior implied rating.  Initially, revolver borrowings are
expected to be approximately $700 million.  Availability will be
governed by a borrowing base formula that is based on eligible
receivables and inventory, with an availability block set up to
allow for the retirement of the 9.125% senior notes when they
mature on July 15, 2006.

Ryerson Tull, headquartered in Chicago, is the largest steel
service, distribution and materials processing company in North
America.  For the 12 months ended September 30, 2004, it had net
sales of $2.9 billion.  Integris Metals is the fourth largest
metals service center in North America.  For the 12 months ended
July 31, 2004, it had net sales of $1.7 billion.


RYERSON TULL: S&P Places B Rating on $150M Proposed Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Ryerson Tull, Inc.'s proposed $150 million senior notes due 2011.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit and 'B' unsecured debt ratings on the metals processor and
distributor.  Chicago, Illinois-based Ryerson had about
$485 million in debt at Sept. 30, 2004.  The outlook is negative.

Proceeds from the proposed notes issue will be used to repay
borrowings under the company's revolving credit facility prior to
the company's planned acquisition of Integris Metals, Inc., a
large North American metals distributor, in a debt-financed
transaction for $660 million (including assumed debt).  The
acquisition is expected to be completed by early 2005, subject to
customary closing conditions and regulatory approval.

"The ratings on Ryerson reflect the significant volatility
associated with its markets and cash flows and its aggressive
financial policies, which more than offset the benefits from its
leading national position in the metals processing and
distribution markets and currently favorable industry conditions,"
said Standard & Poor's credit analyst Paul Vastola.

Ryerson now holds an estimated 6% market share of the processing
and distribution industry in the U.S., with about $2.9 billion of
revenues for the 12 months ended Sept. 30, 2004.  The industry is
highly fragmented, with the top five players currently controlling
about 30% of the market and numerous regional and smaller players
making up the balance.

The proposed acquisition of Integris would bolster Ryerson's
position as the largest industry player.  The combined company
would have revenues approaching $5 billion and an estimated market
share of 10%, which is about double that of the next largest
company.

Although being an industry leader has not previously translated
into superior performance, the company should be better positioned
to meet increasing challenges posed by its large customers and
suppliers, who are also rapidly consolidating.

Integris will also enhance Ryerson's position in Canada and in
aluminum and stainless steel products, which currently generate
about 85% of Integris' sales, lessening Ryerson's concentration of
sales in the more competitive and volatile flat-rolled steel-
product segment.

Although an acquisition of this magnitude does pose some
integration challenges, the two companies appear to have only a
modest overlap of customers and a good complement of facility
locations.


SBA COMMS: Issuing $250 Million Senior Notes in Debt Offering
-------------------------------------------------------------
SBA Communications Corporation (Nasdaq: SBAC) intends to issue
approximately $250.0 million of Senior Notes due 2012.  SBA
intends to use the net proceeds from this offering to fund the
repurchase of all 10-1/4% senior notes tendered pursuant to a
tender offer and consent solicitation commenced on Nov. 16, 2004.
SBA intends to use the remaining net proceeds, if any, to:

   -- repurchase and redeem any remaining 10-1/4% senior notes,

   -- repurchase outstanding 9-3/4% senior discount notes at the
      current market price, or

   -- repay a portion of the amount outstanding under the
      revolving line of credit of its senior credit facility.

The Notes will be offered only to qualified institutional buyers
under Rule 144A under the Securities Act of 1933, as amended, and
to persons outside the United States under Regulation S under the
Securities Act.  The Notes will not be registered under the
Securities Act or under any state securities laws and, unless so
registered, may not be offered or sold except pursuant to an
exemption from the registration requirements of the Securities Act
and applicable state securities laws.

                        About the Company

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

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


SOLUTIA INC: Huntsman Petrochemical Wants to Terminate Supply Pact
------------------------------------------------------------------
Pursuant to a Supply Agreement between Solutia, Inc., and Huntsman
Petrochemical Corporation, Huntsman agreed to sell to Solutia up
to 42,000,000 gallons of cyclohexane annually.

The Supply Agreement's initial term expires on December 31, 2004.
It contains an "evergreen clause" which provides that the Supply
Agreement will automatically renew on a calendar year basis unless
one party delivers written notice of termination to the other
party at least one year in advance of the contemplated termination
date.  Thus, the next possible effective date of termination is
December 31, 2005, provided that notice is provided by either
party no later than December 31, 2004.

Jonathan S. Krueger, Esq., at Vinson & Elkins, LLP, in New York,
explains that the notice provision of the Supply Agreement was
intended to give each party sufficient lead time to minimize the
disruption that might occur if the Supply Agreement were to
terminate.  The minimum one-year notice period enables Solutia to
replace Huntsman as a supply source and enables Huntsman to adjust
its marketing or production plans.  Because that provision could
be invoked by either party, neither Huntsman nor Solutia was aware
which, if either of them, might elect to terminate the Supply
Agreement.  Even after notice is served, the parties are free to
negotiate new terms mutually acceptable to them.  It is only if
the parties fail to reach an agreement following notice of
termination that the Supply Agreement will indeed terminate.

Since the next possible effective date of termination is on
December 31, 2005, the Supply Agreement has already been extended
by the "evergreen clause" by one year beyond its initial term.
Since the bankruptcy petition date, Huntsman has continued to
sell, and Solutia has continued to purchase, cyclohexane under the
Supply Agreement.

Huntsman believes that allowing the Supply Agreement to continue
renewing beyond December 31, 2005, when the cyclohexane market
supply and demand fundamentals have materially changed since,
would extend the Supply Agreement further into a period in which
the commercial benefits and detriments are disadvantageous to
Huntsman.  When they entered into the Supply Agreement in 2000,
both parties contemplated that a shift in the market environment
could occur, and for that reason, the initial term was limited,
and evergreen rollover periods were limited to single-year
increments.  Huntsman fully expects that the parties will seek to
renegotiate the terms and conditions under which Huntsman would
supply cyclohexane to Solutia after December 31, 2005, and is
hopeful that agreement will be reached.  However, if mutual
agreement cannot be reached between the parties, Huntsman wants to
retain its right to terminate its obligations under the Supply
Agreement on December 31, 2005.

Mr. Krueger assures Judge Beatty that Huntsman is not taking
advantage of Solutia, nor is it acting in bad faith.  It would be
fundamentally unfair to impose on Huntsman a continuing obligation
to perform the Supply Agreement for an indefinite period of time,
well beyond the parties' agreement, when the Supply Agreement was
entered into on the condition that the parties could terminate the
Supply Agreement at any time after the initial term, subject only
to providing one year prior written notice.  The parties' ability
to terminate the agreement on one year's notice was fundamental to
the parties' bargain.

Accordingly, Huntsman asks the U.S. Bankruptcy Court for the
Southern District of New York to lift the automatic stay to allow
it to exercise its contractual right to provide notice of
termination to Solutia, so that if mutual agreement cannot be
reached between the parties, the Supply Agreement will terminate
on December 31, 2005.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  (Solutia Bankruptcy News,
Issue No. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000)


STELCO: Court OKs Deutsche Bank Proposal as "Stalking Horse" Bid
----------------------------------------------------------------
Stelco Inc. (TSX:STE) reported that the Superior Court of Justice
(Ontario) approved the Deutsche Bank commitment as the "stalking
horse" in the Company's capital raising process.  The Court also
approved amendments to the process itself that were proposed by
the Company.

The Court noted that the Deutsche Bank proposal had been reviewed
and recommended by a number of parties including the Company's
Board, its independent Board Restructuring Committee, management,
bondholders plus the Court-appointed Monitor, Chief Restructuring
Officer and UBS.

In another decision, the Court dismissed the motion of Pollitt &
Co. calling for a valuation of the Company, a meeting of
shareholders and the rescission of the Initial Order under which
Stelco was granted protection in January.

Courtney Pratt, Stelco's President and Chief Executive Officer,
said, "We welcome these decisions and believe they will benefit
all of our stakeholders.  We now have an opening bid that will
serve as a benchmark against which other offers can be evaluated
in an open, vigorous and competitive process.  The Deutsche Bank
commitment will stand or fall on its own merit.  We're not making
any foregone conclusions or assumptions about the outcome of this
process.

"We also note the Court's opinion that the Deutsche Bank
commitment, and other expressions of interest, should take into
consideration the interests of the Company's retirees and the
pension deficit.  Like the Court, we hope and expect that the
proposals we receive and the bid that is eventually approved will
serve the interests of the Company and all stakeholders."

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


TECHNEGLAS: Committee Hires FTI Consulting as Financial Advisors
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio gave
the Official Committee of Unsecured Creditors of Techneglas, Inc.,
and its debtor-affiliates permission to employ FTI Consulting
Inc., as its financial advisor.

FTI Consulting will:

   a) assist and advise the Committee with respect to the Debtors'
      identification of core business assets and the disposition
      of assets or liquidation of unprofitable operations;

   b) analyze the Debtors' plan to wind down their operations and
      liquidate assets and advice with respect to maximizing
      recovery to the creditors;

   c) analyze with respect to the potential re-characterization of
      the Debtors' debt to equity and assist in the valuation and
      determination of creditor recoveries;

   d) determine the amount and priority of creditors claims,
      including the claim expected to be filed by the PBGC;

   e) assist the Committee with information and analyses required
      pursuant to the debtor-in-possession financing including,
      preparation for hearings regarding the use of cash
      collateral and DIP financing;

   f) assist with a review of the Debtors' short-term cash
      management procedures;

   g) assist with a review of the Debtors' proposed key employee
      retention and other critical employee benefit programs;

   h) assist with a review of the Debtors' performance of
      cost and benefit evaluations with respect to the affirmation
      or rejection of various executory contracts and leases;

   i) assist in the valuation of the present level of operations
      and identification of areas of potential cost savings,
      including overhead and operating expense reductions and
      efficiency improvements;

   j) assist in the review of financial information including
      cash flow projections and budgets, cash receipts and
      disbursement analysis, analysis of various asset and
      liability accounts, and analysis of proposed transactions
      for which Court approval is sought;

   i) attend meetings and assist in discussions with the Debtors'
      potential investors, lenders, the Committee and any other
      official committees organized in the Debtors' chapter 11
      proceedings, the U.S. Trustee, and other parties-in-
      interest and professionals hired by the Committee;

   j) assist in the review and preparation of information and
      analysis necessary for the confirmation of a plan in the
      Debtors' chapter 11 proceedings;

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

   l) provide litigation advisory services including expert
      witness testimony on case related issues as required by the
      Committee;

   m) assist in evaluating the actions and affairs of the
      Techneglas Inc.'s debtor-affiliates, NEG Ohio and NEG
      America;

   n) assist the Committee in the review of financial related
      disclosures required by the Court, including the Schedules
      of Assets and Liabilities, the Statement of Financial
      Affairs and Monthly Operating Reports; and

   o) render other general business consulting and assistance as
      the Committee or its counsel may deem necessary that are
      consistent with the role of a financial advisor and not
      duplicative of services provided by other professionals in
      the Debtors' bankruptcy proceedings.

Scott H. King, a Senior Managing Director at FTI Consulting,
discloses that the Firm would receive a monthly, non-refundable
advisory fee of $75,000 October, November and December 2004.  Fees
for the months beyond December 2004 will be $60,000, or at the
Committee's option will be at these standard hourly rates:

    Designation                         Hourly Rate
    -----------                         -----------
    Senior Managing Directors           $560 - 595
    Directors/Managing Directors         415 - 560
    Associates/Consultants               205 - 385
    Administration/Paraprofessionals      95 - 168

FTI will also be entitled to an additional fee, paid in cash,
equal to 1.0% of distributions any consideration paid or to be
paid to holders of prepetition claims against the Debtors in
excess of $70,000,000.

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

Headquartered in Columbus, Ohio, Techneglas, Inc. --
http://techneglas.com/-- manufactures television glass (CRT
panels, CRT funnels, solder glass and specialty glass), dopant
sources, glass resins and specialty bulbs.  The Company and its
debtor-affiliates filed for chapter 11 protection on
September 1, 2004 (Bankr. S.D. Ohio Case No. 04-63788).  David L.
Eaton, Esq., Kelly K. Frazier, Esq., and Marc J. Carmel, Esq., at
Kirkland & Ellis, and Brenda K. Bowers, Esq., Robert J. Sidman,
Esq., at Vorys, Sater, Seymour and Pease LLP, represent the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed more than $100 million in
estimated assets and debts.


TECHNEGLAS INC: Has Until April 29 to Make Lease-Related Decisions
------------------------------------------------------------------
The Honorable John E. Hoffman, Jr., of the U.S. Bankruptcy Court
for the Southern District of Ohio extended until April 29, 2005,
the period within which Techneglas, Inc., and its debtor-
affiliates, can elect to assume, assume and assign, or reject
their unexpired nonresidential real property leases.

The Debtors tell the Court that they are parties to two unexpired
nonresidential real properties located at:

   a) 1530 Experiment Farm Road, Troy, Ohio 45373; and

   b) 1191 Horizon Court, Troy, Ohio 45373.

The Debtors presented four reasons why the Court should extend
their lease decision period:

   a) the Debtors are current on all their obligations under the
      leases and the extension will not prejudice any lessor or
      parties-in-interest under the leases;

   b) the leases represent critical components of the Debtors'
      ongoing distribution business and to their reorganization
      process because the facilities in the two leases are used by
      the Debtors to store their glass products and other
      materials;

   c) the warehouse facilities in the two leases are located near
      the Debtors' key customers that minimizes the time for the
      Debtors to ship the products to those customers, and allow
      them to receive the products on short notice; and

   d) the Debtors are still in their early stages of
      reorganization and the extension would give their more time
      to determine which of the leases are critical in their
      reorganization.

Headquartered in Columbus, Ohio, Techneglas, Inc. --
http://www.techneglas.com/-- manufactures television glass (CRT
panels, CRT funnels, solder glass and specialty glass), dopant
sources, glass resins and specialty bulbs.  The Company and its
debtor-affiliates filed for chapter 11 protection on
September 1, 2004 (Bankr. S.D. Ohio Case No. 04-63788).  David L.
Eaton, Esq., Kelly K. Frazier, Esq., and Marc J. Carmel, Esq., at
Kirkland & Ellis, and Brenda K. Bowers, Esq., Robert J. Sidman,
Esq., at Vorys, Sater, Seymour and Pease LLP, represent the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed more than $100 million in
estimated assets and debts.


TRUMP HOTELS: Gets Court Authority to Pay Utility Companies
-----------------------------------------------------------
Utility services are essential for Trump Hotels & Casino Resorts,
Inc., and its debtor-affiliates' business operations during the
chapter 11 process.  In the normal conduct of their business, the
Debtors use natural gas, heat, water, electricity, waste disposal,
telephone, Internet and other services provided by utility
companies.

Charles A. Stanziale, Jr., Esq., at Schwartz, Tobia, Stanziale,
Sedita & Campisano, in Montclair, New Jersey, relates that the
Debtors' facilities are dependent on electricity, natural gas and
oil for lighting, heating and air conditioning of all hotel
operations, gaming operations and general office use.

In addition, Mr. Stanziale says, maintenance of telephone and
other telecommunication services -- including Internet services --
is imperative because the Debtors use these services to conduct
all aspects of their hotel and gaming operations, including guest
room telephone access, room and entertainment reservations, sales,
vendor communications and other administrative functions.
Continued water service is necessary to maintain, among other
things, sanitary lavatory facilities for hotel guests, customers
and employees.

"Any interruption of these services would severely disrupt the
Debtors' day-to-day operations and be extremely harmful to their
businesses," Mr. Stanziale notes.

If the Utility Companies were permitted to terminate service on
the 21st day after the bankruptcy petition date, Mr. Stanziale
points out, the Debtors would be forced to cease operation of
their hotel and casino properties resulting in substantial and
irreparable disruption of their businesses and deterioration of
their assets.

To avert the loss of these essential services, the Debtors would
be required to pay whatever amounts were demanded by the Utility
Companies.  Thus, Mr. Stanziale asserts, any interruption of
utility service or unjustified deposit demands would severely
disrupt the Debtors' business operations and diminish the Debtors'
chances for a successful reorganization.

Accordingly, Judge Wizmur of the U.S. Bankruptcy Court for the
District of New Jersey authorizes the Debtors to pay on a timely
basis, in accordance with their prepetition practices, all
undisputed invoices with respect to postpetition Utility Services
rendered by the Utility Companies.

The Court further rules that:

    -- The Debtors are authorized, but not required, to pay
       prepetition amounts owing to a Utility Company.  Any
       Utility Company accepting that payment will be deemed to be
       adequately assured of future payment and to have waived any
       right to seek additional adequate assurances in the form of
       a deposit or otherwise; and

    -- Absent any further Court order, no Utility Company will:

       (a) alter, refuse, or discontinue service to, or
           discriminate against the Debtors, solely on the basis
           of the commencement of a chapter 11 case or on account
           of any unpaid amount for utility service provided prior
           to the Petition Date, or

       (b) require the payment of a deposit or other security in
           connection with the Utility Company's continued
           provision of utility service, including, but not
           limited to, the furnishing of gas, heat, electricity,
           water, telephone or any other utility of like kind
           furnished to the Debtors.

Under Section 503(b)(1)(A) of the Bankruptcy Code, any unpaid
postpetition charges for Utility Services constitute actual and
necessary expenses of preserving the Debtors' estates, entitling
the Utility Companies to an administrative expense priority under
Section 507(a)(1).

The Debtors' record of payment of prepetition utility bills, the
Utility Companies' entitlement to an administrative expense
priority under Section 507(a)(1) for unpaid postpetition charges
and the Debtors' access to debtor-in-possession financing are
deemed to constitute adequate assurance of future payment for
future utility services, pursuant to Section 366(b).

Any deposits, bonds, letters of credit or other assurances of
payment that were in place prior to the Petition Date will remain
in place and will continue to be held by those Utility Companies.

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. Klyman, 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: Wants to Establish Reclamation Claim Procedures
-------------------------------------------------------------
In the ordinary course of their businesses, Trump Hotels & Casino
Resorts, Inc., and its debtor-affiliates purchase a wide variety
of consumable products from a diverse range of vendors, which are
in turn utilized in serving their patrons.

Section 546(c)(1) of the Bankruptcy Code authorizes vendors who
have sold goods to a debtor in the ordinary course of business to
reclaim those goods if:

    (a) the debtor was insolvent when the goods were delivered;

    (b) the seller demanded reclamation in writing;

    (c) that demand was made within 10 days after the debtor
        received possession of the goods -- or within 20 days if
        the 10-day period would expire after the filing date of a
        chapter 11 petition; and

    (d) the seller is otherwise entitled to reclamation under
        applicable state law.

In order for a seller to reclaim goods, the debtor must have had
actual possession of the goods at the time the debtor received the
written reclamation demand.  The U.S. Bankruptcy Court for the
District of New Jersey may deny reclamation to a vendor with a
valid right of reclamation only if the Court grants to that vendor
a priority claim for reimbursement as an administrative expense,
or secures that claim by a lien.

Given the volume of goods received by the Debtors, which are
necessary to carry out their day-to-day operations, the Debtors
anticipate that a number of vendors may assert reclamation claims
against the Debtors and otherwise interfere with the delivery of
goods to the Debtors upon receiving notice of the commencement of
these chapter 11 cases.  The goods at issue are essential to the
Debtors, and the Debtors' business operations will be severely
disrupted if vendors are allowed to exercise their right to
reclaim goods without a uniform procedure that is fair to all
parties.

Moreover, the size of the Debtors' businesses generally and, in
particular, the volume of inventory receipts make it infeasible
for the Debtors to return inventory shipments to vendors in
response to reclamation notices.  If vendors were allowed to seek
to exercise their right to reclaim goods without uniform
procedures that are fair to all parties, management's attention
would be distracted from operating the Debtors' business and
working towards a successful conclusion to these chapter 11 cases.
Furthermore, the vendors face little risk of harm or prejudice
since under the plan that the Debtors intend to propose, the
Debtors will pay all vendors in full in cash on account of their
prepetition claims.

The Debtors propose these procedures for the processing,
resolution and treatment of reclamation claims:

    a) Any vendor asserting a claim for reclamation must satisfy
       all requirements entitling it to a right of reclamation
       under applicable state law and Section 546(c)(1) of the
       Bankruptcy Code;

    b) The Debtors will file a motion, on notice to parties-in-
       interest, listing those reclamation claims, if any, that
       they deem to be valid;

    c) Absent further Court order, that motion will be brought by
       the Debtors within 60 days of the Court's entry of an order
       approving the Reclamation Claims Procedures;

    d) If the Debtors fail to bring a motion within the required
       period of time, any holder of a reclamation claim may bring
       a motion on its own behalf but may not bring a motion
       earlier than 60 days after the Court's entry of an order
       approving the Reclamation Claims Procedures;

    e) All parties-in-interest will have the right and opportunity
       to object to the inclusion or omission of any asserted
       reclamation claim in connection with that motion; provided,
       however, all those claims will be deemed allowed if no
       objection is timely filed; and

    f) All reclamation claims allowed by the Court pursuant to
       that motion will be treated in accordance with the terms of
       the order allowing those claims.

The proposed process will streamline resolution of the putative
reclamation claims that are likely to be asserted against the
estates.

Moreover, the Debtors ask the Court to prohibit the reclamation
claimants and others from seeking to reclaim or interfere with the
delivery of goods to or by the Debtors.  That relief will
facilitate uninterrupted operations of the Debtors' business.
Nonetheless, the Debtors ask the Court to authorize them, in their
discretion, to make goods available for pick-up by any reclaiming
seller:

    (a) who timely demands in writing reclamation of goods
        pursuant to Section 546(c) of the Bankruptcy Code and
        Section 2-702 of the Uniform Commercial Code,

    (b) whose goods the Debtors have accepted for delivery, and

    (c) who properly identifies the goods to be reclaimed.

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. Klyman, 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: Gets Court OK to Hire Ordinary Course Professionals
-----------------------------------------------------------------
Pursuant to Sections 327, 328, 363(c)(1) and 1108 of the
Bankruptcy Code, Trump Hotels & Casino Resorts, Inc., and its
debtor-affiliates sought and obtained permission from the U.S.
Bankruptcy Court of the District of New Jersey to employ and
compensate certain of the professionals and professional firms
that they retained prior to their bankruptcy filing to provide
services to the Debtors in the ordinary course of their business
operations and financial affairs.  The Court also permits the
Debtors to:

    -- replace any of the Ordinary Course Professionals with other
       professionals who perform similar services; and

    -- retain and compensate additional Ordinary Course
       Professionals as needed during the pendency of these cases.

Robert A. Klyman, Esq., at Latham & Watkins LLP, in Los Angeles,
California, relates that prior to Nov. 21, 2004, the Debtors
retained a number of professionals and professional firms who
provide services:

    (a) integral to the Debtors' day-to-day business operations
        and financial affairs; and

    (b) not directly related to the reorganization effort.

The Ordinary Course Professionals provide services to the Debtors
with respect to a wide-range of subjects, including, regulatory
and gaming law compliance, labor, employment and benefits matters,
tax planning and preparation, and architectural and engineering
planning.  The services are critical for the Debtors' ongoing
business operations, Mr. Klyman asserts.  None of the Ordinary
Course Professionals will represent the Debtors in any aspect of
these Chapter 11 cases or provide bankruptcy-related services.

The Court further allows the Debtors to pay to each Ordinary
Course Professional, without a prior application to the Court,
100% of the professional's fees and disbursements.  The payments
would be made after the submission to, and approval by, the
Debtors of an appropriate invoice setting forth in reasonable
detail the nature of the services rendered and disbursements
actually incurred, up to the lesser of:

    (a) $30,000 per month per Ordinary Course Professional; or

    (b) $200,000 during the pendency of these cases, per Ordinary
        Course Professional.

In the event that an Ordinary Course Professional seeks more than
$30,000 in a single month or $200,000 in the aggregate during
these cases, the professional will be required to file a fee
application for the full amount of its fees.

Although certain of the Ordinary Course Professionals may hold
unsecured claims against the Debtors in respect of prepetition
services rendered to the Debtors, the Debtors do not believe that
any Ordinary Course Professional has an interest materially
adverse to the Debtors, their creditors or other parties-in-
interest, as the Ordinary Course Professionals will be paid in
full under the proposed plan of reorganization.

Employment of the Ordinary Course Professionals saves the Debtors
the expense of separately applying for the employment of each
professional, Mr. Klyman states.  Furthermore, relieving the
Ordinary Course Professionals of the requirement of preparing and
prosecuting fee applications saves the Debtors' estates additional
professional fees and expenses that would necessarily be incurred
as a result of the requirement.

Each Ordinary Course Professional will file a declaration pursuant
to Section 327(e), setting forth that the professional does not
represent or hold any interest adverse to the Debtors or to their
estates on the matters for which it is to be retained.  That
Declaration will be filed with the Court and served on:

    -- counsel to the Debtors;

    -- the Office of the United States Trustee for the District of
       New Jersey; and

    -- counsel for any statutory committee appointed in these
       cases.

Any party-in-interest may file an objection to any Retention
Declaration that is filed, based on a lack of disinterestedness or
conflict of interest.  Objections to the retention of any Ordinary
Course Professional must be filed within 15 days of service of the
Retention Declaration.  Each objection must be served on:

   -- the United States Trustee,

   -- counsel for the Debtors,

   -- the affected Ordinary Course Professional, and

   -- counsel for any statutory committee appointed in the
      Debtors' cases.

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: Judge Wedoff Approves Inter-Debtor Equity Contribution
----------------------------------------------------------------
UAL Corporation and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Northern District of Illinois' authority to complete
two related transactions:

     * UAL Corporation will contribute the stock of UAL Loyalty
       Services, Inc., to United Air Lines, Inc.; and

     * ULS will be converted into a single-member limited
       liability company.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, informs the
Court that the Debtors are examining all aspects of their
business to obtain additional cost savings.  The ULS Transactions
are a result of that undertaking and will save significant
amounts of money without prejudicing creditors.

ULS, a Delaware corporation and subsidiary of UAL, owns and
operates the Debtors' third-party Mileage Plus Program.  ULS
generates net income from its operations.  Under the Internal
Revenue Code and most state tax laws, UAL uses its billions of
dollars in net operating losses to offset ULS' net income in a
consolidated or combined tax return.  Unlike the federal tax laws
and the laws of most states, the apportionment mechanism used by
the State of Illinois does not permit UAL to use its net
operating losses to offset ULS' net income.  Instead, Illinois
requires the two companies to maintain separate calculations and
apportionment factors for determining the percentage of their
income that is taxed in Illinois.  As a result, in Illinois, the
Debtors are required to pay substantial income taxes, even though
as a group, they have no overall profit.

Under the Transaction, UAL will contribute 100% of ULS stock to
United Air Lines.  Upon conversion of ULS into a wholly owned,
single-member limited liability company, UAL will treat ULS as a
disregarded entity for Federal and Illinois income tax purposes.

                          PBGC Responds

By virtue of its $8,300,000,000 joint and several claim against
each of the Debtors, the Pension Benefit Guaranty Corporation is
the dominant creditor of UAL and ULS.  The PBGC wants to be sure
that the Debtors' statement of protection is enforced.  That
protection of creditors of UAL and ULS should be explicitly
stated in any Order from the Court, James J. Keightley, PBGC
General Counsel, insists.  Any order should grant a superpriority
administrative claim to UAL against United Air Lines, Inc., for
the fair market value of the ULS stock and should maintain as
unaffected the superpriority administrative claims already granted
to ULS connected with the Orbitz transaction.

                     No Problem, Debtors Say

The Debtors note that the PBGC does not object to the ULS
Transactions.  Instead, the PBGC only asks that any Order protect
its interest as a creditor of the Debtors.  Mr. Sprayregen says
that the Debtors are "amenable to working with the PBGC to
formulate a mutually agreeable order," similar to the Orbitz Sale
Order.

                          *     *     *

Judge Wedoff grants the Debtors' request.  No assets of ULS will
be moved from ULS due to the Transactions.  All claims against
ULS will survive the ULS Transactions status quo ante.

UAL will be entitled to a superpriority administrative claim
against United Air Lines for the fair value of ULS stock, less
any corresponding benefits to UAL.  The Debtors and the PBGC, or
the Court will determine the appropriate amounts at a later date.

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


UAL CORP: District Court Affirms Decision on Trading Injunction
---------------------------------------------------------------
After UAL Corporation and its debtor-affiliates filed their
chapter 11 petitions, State Street Bank and Trust, as the Trustee
of UAL Corporation's Employee Stock Ownership Plan, announced its
intent to sell all UAL shares held in the ESOP.  The Debtors asked
the U.S. Bankruptcy Court for the Northern District of Illinois to
enjoin State Street, because the transaction would cause the
estate to lose a multi-billion dollar Net Operating Loss tax
benefit asset.

Under the Internal Revenue Code, NOLs that accumulate before
completion of the bankruptcy reorganization may be used to offset
future taxable income.  However, under Section 382 of the Tax
Code, the Debtors would have lost the NOLs if an "ownership
change" occurred prior to completion of the bankruptcy
reorganization.

Judge Wedoff in the Bankruptcy Court said that an adversary
proceeding was necessary to decide this matter.  The Debtors
testified that they would accumulate $5,220,000,000 in NOLs for
future use and that the NOLs would be utilized over the next
three years.  Later, the Debtors increased their NOL estimate to
$5,900,000,000, which would produce a tax effect of $800,000,000
to $1,100,000,000.  The Debtors predicted that the NOLs would be
used from 2004 through 2006.  State Street's sale of UAL shares
could jeopardize the tax viability of the NOLs, seriously harming
the estates.

State Street presented evidence that it would receive about
$48,000,000 by selling the UAL shares.  Time was of the essence,
as the shares would likely become virtually worthless by the time
the Debtors emerged from bankruptcy.  After the hearing, with the
Debtors' consent, State Street sold about $20,000,000 worth of
UAL shares from the ESOP.

Judge Wedoff ruled that the NOLs were a significant asset in the
Debtors' reorganization and State Street would not suffer
irreparable harm if temporarily enjoined from selling the stock.
Therefore, State Street was not allowed to sell the shares.
Judge Wedoff issued an injunction, preventing State Street from
selling UAL shares from the ESOP.  The injunction would remain in
force until the Debtors reorganized.

State Street appealed the ruling to the United States District
Court for the Northern District of Illinois, Eastern Division.
The matter was designated Case No. 03-C-2328 and handed to
District Court Judge John W. Darrah.

According to Judge Darrah, the District Court must decide three
related issues:

   (1) Did Judge Wedoff have the judicial power to enjoin State
       Street from selling the UAL shares in the exercise of its
       fiduciary duties as trustee and investment manager for the
       ESOP?

       State Street argued that the UAL shares were not property
       of the bankruptcy estate and not subject to the automatic
       stay.  Judge Darrah says that where a non-debtor's
       interest is inextricably linked with a bankruptcy estate's
       rights in property, the automatic stay bars any action
       that could diminish the property.  Judge Darrah finds that
       State Street's interest in the UAL stock is inextricably
       linked with the estate's rights to the NOLs.  Accordingly,
       the automatic stay provisions provided Judge Wedoff with
       the power to enjoin State Street from selling the UAL
       shares.

   (2) If Judge Wedoff had the requisite power, did the Debtors
       meet their burden required for the injunction?

       State Street argued that the Bankruptcy Court wrongly
       determined that the Debtors met their evidentiary burden
       required for the injunction.  The Debtors did not
       demonstrate a reasonable likelihood of consummating the
       Chapter 11 plan that would preserve the NOLs.  The Debtors
       offered no proof that they could achieve the requite level
       of future profits.  The Debtors failed to demonstrate
       irreparable harm.  Judge Darrah, however, notes that the
       Debtors only had to prove that the bankruptcy estates
       would lose the NOLs if State Street sold its remaining
       shares of UAL stock held in the ESOP.  The Debtors proved
       this.

   (3) Considering that the ESOP had no adequate protection, did
       the injunction constitute a taking of private property
       without just compensation?

       State Street argued that the injunction constituted taking
       of private property for a non-public purpose without just
       compensation, in violation of the Fifth Amendment to the
       Constitution.  Judge Darrah explains that there are two
       types of takings.  Physical takings occur when a
       government physically takes possession of an interest in
       property for a public purpose.  Regulatory takings occur
       when government regulations limit the property owners from
       taking certain actions with respect to that property.
       Physical takings require just compensation, while
       regulatory takings do not.  Judge Darrah finds that this
       was a regulatory taking, meaning that there is no
       categorical duty to compensate.

Judge Darrah concludes that the Bankruptcy Court acted within its
powers to temporarily delay State Street and the ESOP
participants from disposing of the shares.  Hence, the Order
enjoining State Street from transferring shares of UAL stock held
by the ESOP is affirmed.

Judge Darrah notes that the IRS subsequently passed a regulation
permitting a qualified trust to distribute its assets to the
owners of the stock without causing an ownership change.  This
regulation enabled State Street to sell the UAL shares held by
the ESOP into the market without the Debtors losing the NOLs.

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


UAL CORP: Wants to Reject Bargaining Agreements with Six Unions
---------------------------------------------------------------
Pursuant to Section 1113(c) of the Bankruptcy Code, UAL
Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Illinois for authority to
reject their collective bargaining agreements with:

     * the Air Line Pilots Association,

     * the Association of Flight Attendants,

     * the International Association of Machinists and Aerospace
       Workers,

     * the Aircraft Mechanical Fraternal Association,

     * the Professional Airline Flight Control Association, and

     * the Transport Workers Union.

The Debtors also want to reject the CBA between Mileage Plus,
Inc., and the IAM.

The Debtors have sought to exit bankruptcy without tapping
employees for additional savings.  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, however, tells Judge Wedoff that these good
faith efforts "have been frustrated by deep, fundamental changes
that are transforming the airline industry."  Yields are at all-
time lows, fuels costs have skyrocketed and pension liabilities
loom large.  The Debtors need significant labor cost savings by
mid-January 2005 to maintain minimally adequate liquidity,
prevent a default on the minimum cash balance covenant of the DIP
Financing, and prove to the DIP Lenders, with whom they must
renegotiate the EBITDAR covenants, that they are on the road to a
successful reorganization.

Mr. Sprayregen asserts that the Debtors and their employees share
the same goal -- leaving Chapter 11 behind forever.  The labor
cost savings will meet the demands of the capital markets for
exit financing, which will eventually restore the Debtors to
long-term financial health.

The Debtors are asking their unions for Collective Bargaining
Agreement modifications worth $725,000,000 per year.  The Debtors
also propose a one-time, interim pay reduction of an additional
4% for all employees from January 1, 2005, until exit.  A
significant portion of the savings comes from benefit reductions
and work rule changes, to limit the impact on employees' wages.

Salaried and Management employees will provide their share of
savings.  The Executive Council, comprised of CEO Glenn Tilton
and his seven direct reports, has taken pay cuts that will become
effective January 1, 2005.

Mr. Sprayregen relates that the cost reductions are allocated to
employee groups according to their percentage of 2004 labor
costs:

   Union      % of 2004 Labor Cost        Annual Target Savings
   -----      --------------------        ---------------------
   ALPA              26.4%                    $191,152,000
   AFA               19.0%                     137,614,000
   AMFA              14.0%                     101,248,000
   IAM               24.8                      180,013,000
   PAFCA              0.4%                       2,912,000
   TWU                0.03%                        242,000
   SAM               15.4%                     111,820,000
   -----      --------------------        ---------------------
   Total            100.0%                    $725,000,000

According to Mr. Sprayregen, the proposed labor cost cuts are
above and beyond savings that would be realized from termination
and replacement of the Debtors' pension plans.

The Debtors also propose the removal of any requirement in the
CBAs that they maintain defined benefit plans.  Mr. Sprayregen
maintains that flexibility in addressing the pension liabilities
is critical to exiting from bankruptcy, as the Debtors must
reduce the multi-billion dollar cash costs of their pension plans
to secure exit financing.

The Debtors remain open to alternatives, provided they deliver
the required savings.

If an alternative solution is not found, the Debtors will ask the
Court to approve the termination of the Debtors' defined benefit
pension plans in compliance with the distress termination
requirements of the Employee Retirement Income Security Act.
Between 2005 and 2010, termination of the defined benefit pension
plans will save the Debtors $639,000,000 per year in cash.

The Debtors are negotiating with the unions and remain committed
to reaching tentative agreements that will be ratified by
employees.  In the absence of a consensual outcome, rejection of
the Debtors' CBAs will be necessary and appropriate under Section
1113(c) of the Bankruptcy Code.

Mr. Sprayregen tells Judge Wedoff that the applicability of
Section 1113(c) is typically broken down into a nine-part test
covering three areas:

   (1) The need for cost reductions to permit reorganization;

   (2) The fairness of the proposed reductions; and

   (3) The propriety of the bargaining processes, including its
       time, sharing of information and the parties' good faith.

The Debtors have satisfied, and will continue to satisfy, each of
the nine relevant requirements, specifically:

   (a) The Debtors have made proposals to their unions;

   (b) The Debtors based the proposals on the most complete and
       reliable information available;

   (c) The proposed contract modifications are necessary to
       permit reorganization;

   (d) The proposed modifications treat all parties fairly and
       equitably;

   (e) The Debtors have provided relevant information necessary
       to evaluate the proposals;

   (f) The Debtors have conferred with their unions and stand
       ready to continue bargaining at any time;

   (g) The Debtors have conducted good-faith negotiations and
       will continue these efforts;

   (h) The unions have no good cause for refusing to accept the
       Debtors' proposals; and

   (i) The balance of the equities clearly favors rejection of
       the CBAs.

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


US AIRWAYS: Creditors Comm. Wants to Tap E&Y as Financial Advisors
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of US Airways, Inc., and its debtor-affiliates
seeks permission from the U.S. Bankruptcy Court for the Eastern
District of Virginia to retain Ernst & Young Corporate Finance,
LLC, and on a sub-contractual basis, Ernst & Young, LLP, and
Taurus FC, LLC, to serve as financial advisors, effective as of
September 23, 2004.

EYCF represented the Creditors' Committee and the Post-
Confirmation Committee in the Debtors' prior bankruptcy
proceedings.

On the Creditors' Committee's behalf, EYCF will:

   (a) analyze the Debtors' business plans, cash flow
       projections, restructuring programs, and other reports or
       analyses to advise the Committee on the viability of the
       continuing operations and the reasonableness of
       projections and underlying assumptions;

   (b) assist and advise the Committee and its counsel in the
       development, evaluation and documentation of any plans of
       reorganization or strategic transactions;

   (c) analyze the financial effects of the transactions and
       other motions, including new financings, amendments of
       existing financings, assumption/rejection of contracts,
       asset sales, management compensation, retention and
       severance plans;

   (d) analyze the Debtors' current financial position;

   (e) analyze the Debtors' internally prepared financial
       statements and related documentation, to evaluate the
       Debtors' actual performance compared with projected
       results;

   (f) attend and advise at meetings with the Committee, its
       counsel, other financial advisors and the Debtors;

   (g) render testimony as required for the Committee; and

   (h) provide other services, as requested by the Committee.

EYCF may request the assistance of E&Y and Taurus FC.  EYCF will
be responsible for compensating E&Y and Taurus FC for any services
rendered and will make any necessary payments.  EYCF, E&Y and
Taurus FC intend to work closely with the Creditors' Committee and
the other professionals to ensure that there is no duplication of
services performed or charged to the Debtors' estates.

EYCF did not receive any payment from the Debtors in the 90 days
preceding the Petition Date and has no outstanding balance.  EYCF
will charge its normal hourly rates, which are revised each July
1st.  Currently, EYCF's hourly rates are:

      Managing Directors/Consultants      $575 - 595
      Directors                            475 - 545
      Vice Presidents                      375 - 440
      Associates                           320 - 340
      Analysts                             275
      Client Service Associates            140

To the extent E&Y partners and employees provide services, their
hourly rates are:

      Partners/Principals                 $600 - 700
      Senior Managers                      450 - 550
      Managers                             335 - 475
      Seniors                              225 - 350
      Staff                                115 - 235

EYCF intends to engage Mark J. Schulte, Managing Director and sole
member of Taurus FC, as an independent consultant.  Mr. Schulte
has over 20 years of Wall Street experience as an investment
banker in the transportation industry, concentrating on strategic
transactions and securing debt and equity capital.  Mr. Schulte
will bill at his usual hourly rate of $575.  His associates,
Matthias PaVon and Junheng Li, will bill at their usual hourly
rate of $250.

Scott L. Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen,
in New York City, tells Judge Mitchell that EYCF, E&Y and Taurus
FC represent no interest adverse to the Creditors' Committee.

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.


VARTEC TELECOM: Wants to Walk Away from Lexington Lease
-------------------------------------------------------
Lexington Corporate Properties Trust (NYSE: LXP), a real estate
investment trust, reported that VarTec Telecom, Inc., Lexington's
current tenant at its Dallas, Texas office property, filed a
motion in the U.S. Bankruptcy Court in the Northern District of
Texas to reject the lease for the Property.  A hearing on the
motion has been set for Dec. 17, 2004.

                     Comments from Management

Commenting on the motion, T. Wilson Eglin, Chief Executive
Officer, said, "The motion to reject the lease for our Dallas,
Texas office property was expected.  We are actively searching for
a new tenant for the Property.  Nevertheless, we are anticipating
a vacancy of the Property for most, if not all, of 2005.  If our
revised estimate of $600 million of investment volume for 2005 is
achieved, we believe earnings from our expanded acquisition
activities have the potential to mitigate the cash flow disruption
caused by a vacancy of the Property.  Accordingly, we continue to
believe that we can generate funds from operations per share of
$1.85-$1.90, as we previously expected.  However, as a result of
the expected rejection of the lease, we will incur a fourth
quarter non-cash charge of approximately $2.8 million due to the
write-off of deferred rent receivable and unamortized lease
costs."

                         About Lexington

Lexington is a real estate investment trust that owns and manages
office, industrial and retail properties net-leased to major
corporations throughout the United States and provides investment
advisory and asset management services to investors in the net
lease area.  Lexington common shares closed Monday, Nov. 29, 2004,
at $22.65 per share.  Lexington pays an annualized dividend of
$1.40 per share.  Additional information about Lexington is
available at http://www.lxp.com/

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance service
and is considered a pioneer in promoting 10-10 calling plans.  The
Company and its affiliates filed for chapter 11 protection on
November 1, 2004 (Bankr. N.D. Tex. Case No. 04-81695).  Daniel C.
Stewart, Esq., William L. Wallander, Esq., and Richard H. London,
Esq., at Vinson & Elkins, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $100 million in assets and
debts.


WISE WOOD: Mails Diamond Tree Acquisition Offer
-----------------------------------------------
Wise Wood Corporation (TSX VENTURE:WWX) mailed its offer to
acquire all of the outstanding common shares of Diamond Tree
Resources Ltd., a Calgary-based, private oil and gas exploration
and development company.  The Offer is contained in a takeover bid
circular that has been filed on SEDAR and may be viewed at:


http://sedar.com/csfsprod/data50/filings/00714786/00000001/k%3A%5CMaxine%5CS
EDAR%5C2bfiled%5CWiseWood%5CDIRECTORSCIRCULAR.PDF

Under the terms of the Offer, DTRL shareholders are to receive 4
common shares of WWC for each DTRL common share.  The Offer will
be open for acceptance until 4:00 p.m. (Calgary time) on
December 30, 2004, unless withdrawn or extended by WWC.  WWC has
agreed that, to the extent holders of options to purchase DTRL
shares do not exercise those DTRL options by the expiry date, the
holders may receive 4 replacement options to purchase WWC Shares
for each DTRL option, effective immediately following the take-up
date, in exchange for their DTRL options.  Each replacement WWC
option will entitle the holder thereof to acquire one WWC Share at
an exercise price of $0.125 per WWC Share at any time up until
five years from the date of the original grant of the DTRL option.
Included with the Offer is the Directors Circular of DTRL, in
which the board of directors of DTRL unanimously recommended that
the DTRL shareholders accept the Offer.

The Corporation has called a special meeting of its shareholders
to be held on December 21, 2004.  The business of the meeting is
set out in a management information circular that has been filed
on SEDAR and may be viewed at:

http://sedar.com/csfsprod/data51/filings/00714927/00000001/k%3A%5CMaxine%5CS
EDAR%5C2bfiled%5CWiseWood%5CINFOCIRC.pdf

The business of the meeting will be to consider, and if deemed
advisable to pass, resolutions respecting:

   (a) the acquisition by WWC of all of the outstanding shares of
       DTRL on the basis of 4 WWC Shares for each one 1 DTRL
       Share, as provided for in the Offer, which also
       contemplates that each outstanding DTRL option may be
       exchanged for 4 replacement options to purchase WWC Shares;

   (b) the consolidation of the WWC Shares on a 10 to 1 basis;

   (c) the change of the name of WWC to "Diamond Tree Energy
       Ltd.";

   (d) the proposed placement by WWC of up to 1 million Units, at
       a sale price of $2.50 per Unit (post consolidation), for
       aggregate gross proceeds of up to $2.5 million; and

   (e) the election of three additional persons to the board of
       directors of WWC (Kelly Ogle, Charles Berard and Thomas
       Alford).

If the shareholders of WWC approve the resolutions by the required
majorities and the Offer is successfully completed, DTRL will
become a wholly owned subsidiary of WWC and the former DTRL
Shareholders will hold in excess of 90% of the outstanding WWC
Shares.  Accordingly, the business combination will constitute a
reverse take over of WWC.

Wise Wood Corporation provides oil and gas companies with de-
coking and de-scaling services through its Joint Venture
operations with Innovative Coke Expulsion Inc.  In its most recent
financial statements dated June 30, 2004 Wise Wood generated
revenue of $5.23 million and net income of $0.24 million.

The Company is incorporated under the Alberta Business
Corporations Act.  The Company became a public company on
Dec. 2, 2001, and was then classified as a Capital Pool Company --
CPC -- as defined in Policy 2.4 of the TSX Venture Exchange.
Effective with its Qualifying Transaction on May 3, 2002, the
Company ceased to be a CPC.

On May 20, 2003, the Company changed its name from Wise Wood
Energy Ltd. to Wise Wood Corporation.

                          *     *     *

Wise Wood Corporation's June 30, 2004, financial report indicated
that the Company incurred substantial losses since its inception
and, despite an improvement in cash flows during fiscal 2004, had
a substantial working capital deficiency at June 30, 2004, and was
in violation of certain of its financial covenants with its
banker.  These factors called the Company's ability to continue as
a going concern into question.


Z-TEL TECH: Outstanding Preferred Stock Offering Expires
--------------------------------------------------------
Z-Tel Technologies, Inc. (Nasdaq/SC:ZTELC), parent company of
Z-Tel Communications, Inc., disclosed the results of its
previously announced exchange offer of its common stock for all of
its outstanding classes and shares of preferred stock.  The offer
expired Monday, Nov. 29, at 5:00 p.m. Eastern time.

As of 5:00 p.m., Eastern time, on Nov. 29, 2004, Z-Tel had
received tenders of:

   -- 3,976,723 shares (100%) 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. Z-Tel has accepted all of the
      tendered shares.

Delivery of Z-Tel Common Stock in exchange for the accepted shares
will be made promptly by American Stock Transfer & Trust Company,
the Transfer Agent for Z-Tel's common stock.

                        About the Company

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.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900 or http://www.turnaround.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, Massachusetts
         Contact: 1-703-739-0800 or http://www.abiworld.org/

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.



                 *** End of Transmission ***