TCR_Public/041202.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Thursday, December 2, 2004, Vol. 8, No. 265

                          Headlines

AMCAST INDUSTRIAL: List of its Affiliates & 91 Largest Creditors
AMERICAN AIRLINES: Moody's Rates $850M Sr. Sec. Facilities at B2
AMERICAN MEDIA: Moody's Slices Senior Implied Rating to B1
ANDROSCOGGIN: Wants to Retain Bernstein Shur as Bankruptcy Counsel
ANSCOTT INDUSTRIES: Expanding National Sales & Product Teams

APPLIED EXTRUSION: Files Prepackaged Chapter 11 Plan in Delaware
APPLIED EXTRUSION: Case Summary & 30 Largest Unsecured Creditors
ARES ENHANCED: Moodys' Puts Ba2 Rating on $130M Class C Sub. Notes
ARI NETWORK: Holding Annual Shareholder Meeting on Dec. 9
ARMSTRONG WORLD: Parent to Reduce Workforce in Flooring Division

ATA AIRLINES: Will Give Sensitive Information to Core Parties
BANC OF AMERICA: Fitch Puts Low-B Ratings on Classes B-4 & B-5
BANC OF AMERICA: Fitch Puts Low-B Ratings on Four Cert. Classes
BOMBARDIER INC: S&P Slices Corporate Credit Rating to BB
BROKERS INCORPORATED: Hires Nexsen Pruet as Bankruptcy Counsel

BROKERS INCORPORATED: First Creditors Meeting Slated for Dec. 14
CATHOLIC CHURCH: Portland Claims Bar Date Extended Until Mar. 7
CHESAPEAKE ENERGY: Launching Convertible Preferred Stock Offering
CLFX CORP: Moody's Puts Ba3 Rating on $165M Senior Sec. Facility
COLUMBUS HOSPITAL: Moody's Slices Debt Rating to B3 from B2

COVANTA ENERGY: Will Pay Some of Pillsbury Winthrop's Fees
CRM INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
DANA CORP: Amends Terms of Pending Debt Offering
DELAFIELD 246 CORPORATION: Voluntary Chapter 11 Case Summary
DELTA AIR: Fitch Junks Seven Debt and Trust Transactions

DII INDUSTRIES: Court Approves Dominion & Stronghold Settlements
EQUITY ONE: Stock Purchase Plan Modifications Declared Effective
GARLIZ INVESTMENTS: Wants to Hire Bush Strout as Counsel
GARLIZ INVESTMENTS: Section 341(a) Meeting Slated for Dec. 17
GMAC COMMERCIAL: S&P Puts Low-B Ratings on Six Certificate Classes

GMAC MORTGAGE: Fitch Assigns Low-B Rating to 11 Equity Issues
HARBORVIEW MORTGAGE: Moody's Rates $5.1M Class B-4 Certs. Ba3
HCA INC: Moody's Assigns Ba2 Rating to New Bonds & Loans
HEARING INNOVATIONS: Case Summary & 16 Largest Unsecured Creditors
HUNTSMAN LLC: Moody's Affirms Low-B & Junk Ratings

IESI CORP: S&P Places B+ Corporate Credit Rating on CreditWatch
INTERDENT SERVICE: Moody's Rates Planed $80M Sr. Secured Notes B3
INTERSTATE BAKERIES: Glenview & Triage Join Ad Hoc Equity Panel
IWO HOLDINGS: Soliciting Votes for Chapter 11 Prepack
JAPAN PACIFIC: Wants to Hire Gronek & Latham as Bankruptcy Counsel

JAPAN PACIFIC: U.S. Trustee Appoints Chapter 11 Examiner
KISMET PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
LCM II: Moody's Assigns Ba2 Ratings to Classes E-1 & E-2 Notes
LNR CFL: Fitch Puts Low-B Ratings on Six 2004-CFL Securities
ML CBO: Moody's Junks Class A Notes After Review

MORTGAGE ASSET: Fitch Puts Low-B Ratings on Classes B-4 & B-5
NATIONAL ENERGY: Deadline to Object to Cure Amounts is Friday
NEWMARKET CORP: S&P Upgrades Corporate Credit Rating to BB-
NOVELIS INC: Moody's Puts Ba2 Rating on $2B Sr. Secured Facilities
OMI CORP: Selling $225 Million of Convertible Senior Notes

P-COM INC: Restructures $1.725 Million Agilent Obligation
PEGASUS COMMUNICATIONS: Inks $60 Million Credit Pact with Fortress
PENN TREATY: S&P Junks $10 Million Subordinated Convertible Notes
PENNSYLVANIA PUBLIC: Hires Cunninghan & Chernicoff as Counsel
PENNSYLVANIA PUBLIC SCHOOL: Creditors Meeting Slated for Jan. 5

PG&E NATIONAL: Wants Court to Approve Econ One Agreement
POLO BUILDERS: Chapter 7 Trustee Hires Freeborn Peters as Counsel
POLO BUILDERS: Creditors Must File Proofs of Claim by Dec. 21
PORT TOWNSEND: S&P Revises Outlook on B Rating to Negative
PREMIUM LOAN: Moody's Rates $7M Class D Sub. Secured Notes Ba2

PRESIDENT CASINOS: Sets Jan. 20 as New Auction Date
PRESIDION CORP: Subsidiary Form Mktg. Alliance with Quantum Delta
PRIMEDEX HEALTH: Refinances Portion of Debt with $19.2 Mil. Notes
PURVI PETROLEUM: Case Summary & 2 Largest Unsecured Creditors
RECYCLED PAPERBOARD: Case Summary & 20 Largest Unsecured Creditors

RELIANT ENERGY: S&P Upgrades Corporate Credit Rating to B+
RELIANT ENERGY: Moody's Affirms B1 Senior Implied Rating
RHODES INC: Selling 24 Furniture Stores and Warehouse Locations
RIVERAIR LLC: Case Summary & 15 Largest Unsecured Creditors
RIVERAIR LLC: Wants to Hire Nixon Peabody as Bankruptcy Counsel

ROPER INDUSTRIES: Moody's Rates Planned $955M Sr. Sec. Debts Ba2
SAFFRON FUND: 2nd & Final Liquidation Payment Totals $1.18 Million
SCIENTIFIC GAMES: S&P Puts BB- Corp. Credit Rating on CreditWatch
SEQUILS PILGRIM: Fitch Junks $66 Million MINCS Notes
SGP ACQUISITION LLC: Case Summary & 20 Largest Unsecured Creditors

SKYTOP CLO: Moody's Rates $2.6 Million Class Q-1 Securities B3
SOUTHPORT CLO: Moody's Rates $12.3M Class D Deferrable Notes Ba2
STELCO INC: Peter Dey Resigns from Board of Directors
STRUCTURED ASSET: Fitch Rates Class I 1996-CFL Certs. BB+
TEXAS GENCO: Moody's Rates Proposed $1.12 Billion Senior Notes B1

TRUMP HOTELS: Wants to Pay Ropes & Gray's Fees And Expenses
TRUMP HOTELS: Court Fixes Jan. 18 as General Bar Date
TRUMP HOTELS: Wants to Pay Prepetition PACA & PASA Claims
TXU CORP: To Redeem Trust Originated Preferred Securities
UAL CORP: Court Approves ProTen Employment as Property Broker

UAL CORP: Committee Gets Court Nod to Retain Mesirow as Advisors
UAL CORP: Judge Wedoff Enforces Settlement with Guilford
UNIVERSAL CITY: Moody's Affirms Low-B Ratings
US LEC: Closes on StarNet Acquisition Following Bankr. Court Nod
WELLS FARGO: Fitch Places Low-B Ratings on Classes B-4 & B-5

WICHITA HOCKEY: Case Summary & 20 Largest Unsecured Creditors
YELLOW ROADWAY: Launches Convertible Senior Debt Offering

                          *********

AMCAST INDUSTRIAL: List of its Affiliates & 91 Largest Creditors
----------------------------------------------------------------
Debtor affiliates filing separate chapter 11 petitions:

      Entity                                      Case No.
      ------                                      --------
      Casting Technology Company                  04-50520
      Amcast Automotive, Inc.                     04-50521
      Amcast Plumbing, Inc.                       04-50522
      LBC Group Corp.                             04-50523
      Lee Brass Company                           04-50524
      Amcast Industrial Financial Services, Inc.  04-50525
      Amcast Investment Services Corporation      04-50526
      Amcast Aviation Corporation                 04-50527
      Amcast Precision Products                   04-50528
      Flagg Brass Industrial, L.L.C.              04-50529
      AS International, Inc.                      04-50530

A. Amcast Industrial Corp.'s 21 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Pension Benefit Guaranty      Trade Payables        $21,000,000
Corporation
1200 K Street, NW
Washington, DC 20005

AFCO                          Trade Payables            $71,422
P.O. Box 360572
Pittsburgh, PA 15250

Barry R. Laubscher Esq.       Trade Payables            $52,045
Daar & Newman PC
23 Corporate Plaza, Ste. 133
Newport Beach, CA 92660

Marsh USA Inc.                Trade Payables            $44,626

Ogletree Deakins Nash Smoak   Trade Payables            $43,582
& Stewart

ADP                           Trade Payables            $22,237

Huckaby Scott & Dukes PC      Trade Payables            $15,480

Boston Mutual Life Insurance  Trade Payables            $14,863
Co.

Qwest                         Trade Payables            $11,486

Lang Michener LLP             Trade Payables            $11,400

National City Bank,           Trade Payables             $8,070
Cleveland Trust Operations

Archer Norris                 Trade Payables             $7,287

Spotts Stevens & McCoy Inc.   Trade Payables             $7,224

Watson Wyatt & Company        Trade Payables             $7,162

Exxon Airworld Card Center    Trade Payables             $6,910

RMT Inc.                      Trade Payables             $6,783

Hilton Chicago Ohare Airport  Trade Payables             $5,702

Pricewaterhousecoopers LLP    Trade Payables             $3,438

Coolidge Wall Womsley         Trade Payables             $3,241
and Lombard

Aviation Sales Inc.           Trade Payables             $2,334

Harrington Billing Receipts   Trade Payables             $2,000

B. Amcast Automotive of Indiana's 21 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Pension Benefit Guaranty      Trade Payables         $21,000,000
Corporation
1200 K Street, NW
Washington, DC 20005

D&R Industries Inc.           Trade Payables            $984,088
901 Seville Road
Wadsworth, OH 44281

Kuntz Electroplating Inc.     Trade Payables            $982,041
851 Wilson Road
Kitchener, Ontario, N2C 1Jl
Canada

Lacks Wheel Trim Systems      Trade Payables            $538,490
26711 Northwestern Highway
Suite 250
Southfield, MI 48034

Akzo Nobel / Interpon         Trade Payables            $259,621
4150 East 56th St.
P.O. Box 6550
Cleveland, OH 44101

LM Mold Inc.                  Trade Payables            $253,750
1031 S. Main St.
P.O. Box 115
Edinburg, IN 46124

Energy USA - TPC              Trade Payables            $238,543

Steuben County Treasurer      Trade Payables            $145,089
Community Center Building

Custom Engineering            Trade Payables            $138,561

A E P Ind. Mich. Power Co.    Trade Payables            $121,811

TASCON                        Trade Payables            $113,590

Infinity Rebuild Inc.         Trade Payables            $113,094

Carpenter Industria           Trade Payables             $93,582

Smurfit-Stone Container       Trade Payables             $85,141
Corp.

Spraylat Corp.                Trade Payables             $72,490

Don R. Fruchey Inc.           Trade Payables             $69,371

Refractory Engineers Inc.     Trade Payables             $67,758

Loma Automation Tec           Trade Payables             $66,750

I-Squared R Element Co. Inc.  Trade Payables             $61,711

ICX Corp                      Trade Payables             $57,505

Vesuvius U S A                Trade Payables             $50,091

C. Casting Technology Company's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Pension Benefit Guaranty      Trade Payables         $21,000,000
Corporation
1200 K Street, NW
Washington, DC 20005

Quantum Metals Inc.           Trade Payables            $123,646
8063 Saddlebeck Place
Mainville, OH 45039

Cinergy PSI                   Trade Payables             $58,349
P.O. Box 740263
Cincinnati, OH 45274

Rick Cole Enterprises Inc.    Trade Payables             $38,116

Fire Brick Engineers Company  Trade Payables             $25,189

Energy USA - TPC              Trade Payables             $25,101

Ferguson Enterprises Inc.     Trade Payables             $15,325

Innovative Chemical           Trade Payables             $14,188
Solutions

Acheson Colloids Co.          Trade Payables             $13,774

Columbus Container Inc.       Trade Payables             $12,054

J&R Machine Inc.              Trade Payables             $10,186

Fastenal                      Trade Payables              $9,231

Gildon Incorporated           Trade Payables              $7,600

Refractory Engineers Inc.     Trade Payables              $7,329

Blasch Precision Ceramics     Trade Payables              $7,034
Inc.

Prolift Industrial Equip Co.  Trade Payables              $6,445

SKF Linear Motion &           Trade Payables              $6,219
Precision Tech.

Flodraulic Group              Trade Payables              $6,165

Paragon Technologies, Inc.    Trade Payables              $5,617

GE Betz Inc.                  Trade Payables              $5,353

D. Amcast Automotive, Inc.'s 9 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Pension Benefit Guaranty      Trade Payables         $21,000,000
Corporation
1200 K Street, NW
Washington, DC 20005

Ideal Technology Solutions    Trade Payables             $19,000
U.S. Inc.
27777 Franklin Road,
Suite 500
Southfield, MI 48034

LDMI Telecommunications       Trade Payables              $1,010
27777 Franklin Road
Suite 500
Southfield, MI 48034

Welsh, Tim                    Trade Payables                $791

Wu, Chip                      Trade Payables                $615

Accivatti, Dean               Trade Payables                $460

Telspan Inc.                  Trade Payables                $173

Zero Worry Networks           Trade Payables                 $65

Harper Engraving & Printing   Trade Payables                 $62

E. Lee Brass Company's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Pension Benefit Guaranty      Trade Payables         $21,000,000
Corporation
1200 K Street, NW
Washington, DC 20005

W.J. Bullock                  Trade Payables            $284,261
1501 Erie Street
Fairfield, AL 35064

I. Schumann                   Trade Payables            $197,612
22500 Alexander Rd.
Bedford, OH 44146

Federal Metal                 Trade Payables            $167,820

Karen Roper                   Trade Payables             $98,971

Alabama Power Co.             Trade Payables             $62,211

Penn. Precision Cast Parts    Trade Payables             $51,014

C.H. Robinson Company         Trade Payables             $36,520

Sierra Chemical Corp.         Trade Payables             $28,699

Trenton Pipe Nipple Co.       Trade Payables             $17,362

Gadsden Industrial            Trade Payables             $15,918

C&D Automation & Machine      Trade Payables             $15,524

Hillman Brass Copper          Trade Payables             $14,586

Southern Precision Sands      Trade Payables             $14,472

Kilby Steel Co. Inc.          Trade Payables             $13,405

Complete Pkg. Co., Inc.       Trade Payables             $13,089

Bryant Machine                Trade Payables             $12,912

Merit Brass                   Trade Payables             $12,119

Cintas Corp.                  Trade Payables             $11,605

MSC Industrial Supply         Trade Payables             $10,196

Headquartered in Dayton, Ohio, Amcast Industrial Corporation --
http://www.amcast.com/-- is a manufacturer and distributor of
technology-intensive metal products to end-users and supplier in
the automotive and plumbing industry.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 30, 2004
(Bankr. S.D. Ohio Case No. 04-40504).  Jennifer L. Maffett, Esq.,
at Thompson Hine LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $104,968,000 and
total debts of $165,221,000.


AMERICAN AIRLINES: Moody's Rates $850M Sr. Sec. Facilities at B2
----------------------------------------------------------------
Moody's Investors Service assigned a (P)B2 rating to American
Airlines, Inc's proposed $850 million guaranteed Senior Secured
Credit Facilities.  The prospective rating is based on the
underlying credit quality of American, the value of the collateral
provided, consisting of both aircraft and American's Tokyo Narita
Routes (American's Pacific Routes), as well as a guarantee by
American's parent company, AMR Corporation (Senior Implied Rating
B3).

The B3 senior implied rating (negative outlook) of American
reflects the company's established position as a major U.S.
airline and the continuing business and financial challenges
facing the company as a result of a persistently weak operating
environment.  American has made considerable progress in changing
its cost structure to compete with growing low cost carriers, yet
weak passenger yields and elevated fuel costs have precluded the
company from adequately rebuilding earnings.  With a high level of
financial leverage, American faces sizable debt maturities over
the coming year.  Nevertheless, the rating considers the company's
continuing efforts to restructure its operations and reduce
overall operating costs.  In addition, the rating considers the
company's balance sheet liquidity, which includes $3.1 billion of
unrestricted cash and short-term investments as of Sept. 30, 2004.
The proposed $850 million bank facility will replace an existing
bank facility and help to maintain the company's existing
liquidity profile.

The notching of the bank facility rating above the B3 senior
implied rating reflects the lower loss given default expected for
these facilities due to the value of the collateral securing the
facilities.  The rating is lower than those assigned to certain
Enhanced Equipment Trust Certificates issued by American
reflecting the lack of certain structural features incorporated in
EETC's and the fact that the facilities will not benefit from the
provisions of Section 1110 of the U.S. Bankruptcy code.

The value of the aircraft collateral pool will be monitored
semiannually, while the Tokyo Narita Routes will be evaluated
annually.  If the values fall below certain loan to value
thresholds, American will either have to post additional
collateral or repay the Facilities sufficiently to restore the
loan to value requirements.  Debt holders not only benefit from
the aircraft portion of the collateral, but also from the value of
the Tokyo Narita Routes which Moody's considers to be additional
support for the rating assigned.

The Facilities will be provided in the form of a 54-month term
Revolving Credit Facility and a six-year Term Loan B Facility.
Covenant protection is expected to be at least as beneficial to
debt holders under the new Facilities as it is to the holders of
the existing bank line of credit.  The (P)B2 provisional rating
will be replaced by a permanent rating upon review of the final
documentation of the facilities.

American Airlines, Inc., and its parent company, AMR Corporation,
are headquartered in Fort Worth, Texas.


AMERICAN MEDIA: Moody's Slices Senior Implied Rating to B1
----------------------------------------------------------
Moody's Investors Service has downgraded American Media
Operations, Inc.'s senior implied rating to B1 from Ba3.  Full
details of the rating action are:

Ratings confirmed:

   * $60 million senior secured revolving credit facility, due
     2006 -- Ba3

   * $3 million senior secured term loan tranche A, due 2006 --
     Ba3

   * $304 million (remaining amount) senior secured term loan
     tranche C, due 2007 -- Ba3

   * $133 million senior secured term loan tranche C-1, due 2007
     -- Ba3

Ratings downgraded:

   * $150 million 8.875% senior subordinated notes, due 2011 -- B3
     from B2

   * $400 million 10.25% senior subordinated notes, due 2009 -- B3
     from B2

   * Senior Implied rating -- B1 from Ba3

   * Issuer rating -- B2 from B1

The rating outlook is stable.

The lowering of the senior implied rating reflects the company's
inability to demonstrate meaningful deleverage since the time of
the Weider acquisition, financial results which continue to fall
short of Moody's expectations, and no indications of a significant
rebound in financial performance in the near term.  The rating
incorporates Moody's concern regarding event risk, competitive
pressure, and the limited prospects of circulation vitality as a
result of the aging readership of its tabloid titles.

The ratings are supported by the success of management's recent
efforts to relaunch Star magazine towards a younger demographic
profile, the diversification of its human interest and health-
oriented publishing titles, and a recent upscaling of its
advertising sponsor base.

The stable outlook reflects an overall stabilization of
circulation numbers, the value of its branded titles, and the
experience of its senior management.

AMI has recently stabilized the decline in its tabloid
circulation, which had reached double digit proportions for
certain titles during 2003.  A number of AMI's health-oriented
periodicals have experienced recent improvements in their year-
over-year circulation base.  While circulation of Star magazine is
still down over the prior year, the number of copies sold has
increased since its April 2004 relaunch, and at the same time, the
magazine carries a higher cover price.

American Media's previous ratings incorporated an expectation of
cash flow generation and deleverage which has failed to
materialize following the Weider acquisition in January 2003.
This poorer-than-expected performance is due, in part, to the
costs associated with the transformation of Star magazine.
Moody's expects that the costs involved in repositioning other
magazines and launching new titles will continue to hinder any
near-term reduction of leverage.

AMI's liquidity is adequate, with $16 million in cash and
$60 million fully available under the revolving credit facility,
at the end of September 2004. Full availability of its revolving
credit facility is virtually assured in the near-term, following a
July 2004 amendment, which loosened financial covenants.

Although the senior implied rating is downgraded, the rating of
the senior secured credit facility is confirmed at Ba3 in
recognition of the strong asset protection metrics afforded to
senior secured debt holders.

Ratings could be raised if management's title relaunching strategy
results in a material improvement in the company's financial
profile. Conversely ratings could be lowered if management's
recent attempts to revitalize subscription revenues and
advertising sales fail to result in a rebound in EBITDA.  In
addition, ratings could be downgraded if the company announces any
acquisition activity, which is likely to result in a worsening of
leverage.

Headquartered in Boca Raton, Florida, American Media Operations is
a leading publisher of consumer magazines.  The company recorded
sales of $517 million for the fiscal year ending March 2004.


ANDROSCOGGIN: Wants to Retain Bernstein Shur as Bankruptcy Counsel
------------------------------------------------------------------
Androscoggin Energy LLC asks the U.S. Bankruptcy Court for the
District of Maine for permission to retain Bernstein, Shur, Sawyer
& Nelson, P.A. as its general bankruptcy counsel.

Bernstein Shur has worked for the Debtor since November 2003,
representing the Debtor on several matters, including assisting in
making various amendments to the documents governing the Debtor's
secured lending relationships.

Bernstein Shur is expected to:

   a) advise the Debtor with respect to its powers and duties as
      a debtor in possession and the continued management and
      operation of it businesses and properties;

   b) attend meeting and negotiate with representatives of
      creditors and other parties in interest, respond to creditor
      inquiries, and advise and consult on the conduct of the
      case, including all the legal and administrative
      requirements of operating in chapter 11;

   c) negotiate and prepare on behalf of the Debtor a plan of
      reorganization, and all related documents, and prosecute the
      plan through the confirmation process;

   d) represent the Debtor in connection with any adversary
      proceedings or automatic stay litigation that may be
      commenced in the bankruptcy proceedings and any other action
      necessary to protect and preserve the Debtor's estate;

   e) advise the Debtors in connection with any sale of assets;

   f) represent and advise the Debtor regarding post-confirmation
      operations and consummation of a plan of reorganization;

   g) appear before the Court, any appellate court, and the U.S.
      Trustee and protect the interests of the Debtor before those
      courts and the U.S. Trustee;

   h) prepare necessary motions, applications, answers, orders,
      reports, and papers necessary to the administration of the
      Debtor's estates; and

   i) perform all other legal services and all other legal advise
      to the Debtor that maybe necessary and proper in the
      Debtor's chapter 11 case including legal advise or services
      relating to applicable state laws and federal laws and
      securities, labor, commercial, and real estate laws.

Robert J. Keach, Esq., a Shareholder at Bernstein Shur, is the
lead attorney for the Debtor. Mr. Keach discloses that the Firm
received a $52,235.00 postpetition retainer. For his professional
services, Mr. Keach will bill the Debtors $350 per hour.

Mr. Keach reports Bernsterin Shur's professionals bill:

    Professional         Designation       Hourly Rate
    ------------         -----------       -----------
    Leonard M. Gulino    Shareholder          $275
    Michael A. Fagone    Senior Counsel        195
    Daniel J. Murphy     Junior Counsel        110
    Todd R. Ross         Junior Counsel        110
    Sheila R. Dilios     Paralegal              95

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

Headquartered in Boston, Massachusetts, Androscoggin Energy LLC,
owns, operates, and maintains a 150-megawatt gas-fired
cogeneration facility in Jay, Maine. The Company filed for chapter
11 protection on November 26, 2004 (Bankr. D. Maine Case No. 04-
12221). When the Debtor filed for protecting from its creditors,
it listed total assets of $207,000,000 and total debts of
$157,000,000.


ANSCOTT INDUSTRIES: Expanding National Sales & Product Teams
------------------------------------------------------------
Anscott Industries, Inc. (OTC: ASCT.OB) reported that a six month
corporate and industry review is complete, and its National
Technical Sales Force and Product Teams are now complete.

Anscott's President, Jack Belluscio, notes that Anscott's primary
brand, Caled(R) Chemical, has been in place since 1932.  "An
established brand, such as Caled, needs the leadership of a strong
team to make it grow," Mr. Belluscio said.  "We have positioned
our people so that we can take advantage of their technical
strengths and the needs of customers, within an industry that has
gross receipts of $18.2 billion annually," he continued.

Anscott's first order of business was to recruit strong
leadership, backed by outstanding product knowledge.  To that end,
Sidney J. Cullingham III, has been appointed as the National Sales
Manager for the Company.  Mr. Cullingham brings sound credentials
and an history of leadership to Anscott.  Mr. Cullingham has been
in the industry for over twenty six years ago, and his
professional accomplishments include being a territory sales
manager for one of the industry leaders as well as operating end-
user locations.  He is expected to address the needs of the
professional cleaners through the increased offerings of the Caled
product line.

The National Technical Sales Force has been organized into product
teams.  Each team will concentrate on increasing the growth of
specialized products, and supporting the company's national
distribution channel.  "Each team leader has been selected based
on their professional experience, and willingness to lead the
product team", said Sidney Cullingham, National Sales Manager.

Effective immediately, the team leaders and product groupings are:

   -- Jeffery Battiston
      Alternative Cleaning Solvents Product Manager

      Mr. Battiston will direct the efforts of the group which is
      developing and distributing readily biodegradable cleaning
      solvents.  His experience includes management positions
      within the industry since 1988.  He has owned and operated
      end-user locations, with over 250 employees.  His experience
      will assist the end-user in the adoption of new
      technologies, and increase sales of the newly formed Solvent
      Division.

      "Anscott has always been on the leading edge of technology
      and I am looking forward to capturing our piece of the
      39,000,000 pounds of solvent sold in the market last year,"
      said, Mr. Battiston.

   -- Julian Lakritz, PhD
      Professional Dry Cleaning Product Manager

      Dr. Lakritz will lead the group which is servicing the needs
      of local dry cleaners.  He will develop and implement dry
      cleaner and distributor training programs.  Dr. Lakritz has
      over forty years of professional experience in the chemical
      industry.  It includes a career with Exxon as a chemist, as
      well as time with an industry leading machine manufacturer,
      Bowe Passat.  This broad range of experience will provide
      the customers with "The Best Available Technology" they come
      to expect from Anscott.

      "I am excited to help the industries 47,000 local cleaners
      grow their business while providing a better level service
      to consumers," said, Dr. Lakritz.

   -- Edwin Ramos
      Commercial and Institutional Laundry Product Manager

      Mr. Ramos guides the group which is developing advanced
      cleaning products, and brings them to market.  Mr. Ramos
      comes to the Company with more than 15 years of experience
      managing sales and service professionals, in this highly
      specialized field of cleaning.  The Company believes that we
      will be able to use his knowledge to refine the line to meet
      the needs of the end-user.

      "I see my mission as keeping a sharp eye on the end-user,
      new methods and lower cost are the keys to our success,"
      said Mr. Ramos.

                        About the Company

Anscott, through its local technical sales force and distributors
will be introducing many new ways to professionally clean clothes.
Anscott, with a focus on the future, will continue to offer
innovative products servicing the industry's cleaning needs today
with tomorrow's technology.

At Sept. 30, 2004, Anscott Industries' balance sheet showed a
$1,773,385 stockholders' deficit.


APPLIED EXTRUSION: Files Prepackaged Chapter 11 Plan in Delaware
----------------------------------------------------------------
Applied Extrusion Technologies, Inc. (NASDAQ NMS:AETC) has
successfully taken the next step in its previously announced
recapitalization plan by filing a voluntary, prepackaged plan of
reorganization under chapter 11 of the U. S. Bankruptcy Code.  The
Company's filing, which was made in the U.S. Bankruptcy Court for
the District of Delaware, is intended to reduce significantly the
Company's indebtedness.

Trade creditors will not be impaired under the proposed
prepackaged plan and will continue to be paid in the ordinary
course of business during the bankruptcy proceedings.  Also, it is
expected that the bankruptcy proceedings will not impact the
Company's employees or customers.  In order to fund normal
operations during the bankruptcy proceedings, the Company will
enter into an agreement with GE Commercial Finance, which will
provide $110 million of debtor-in-possession financing, along with
a best efforts commitment to syndicate an additional $15 million
of debtor-in-possession financing during the prepackaged chapter
11 cases.

All of the foregoing is subject to bankruptcy court approval.  The
Company believes that the debtor-in-possession financing facility
provides sufficient liquidity during the bankruptcy proceedings.

The Company expects to emerge from chapter 11 early in the first
calendar quarter of 2005.  The Company's emergence from chapter 11
will be subject to, among other things, bankruptcy court approval
of the solicitation and disclosure statement and confirmation of
the plan of reorganization.  Subject to certain closing
conditions, GE Commercial Finance has also committed to provide
$110 million of exit financing, of which $55 million will be a
revolving credit facility, upon consummation of the chapter 11
cases.  GE Commercial Finance has also committed to use its best
efforts to syndicate an additional $15 million of exit financing.

The Company also announced that 95% of the dollar amount of
"large" beneficial holders of $500,000 or more in principal amount
of its senior notes, counting only those claims that actually
voted, voted in favor of the plan.  Although "small" note holders
voted to reject the plan, the Company believes that the plan is
nevertheless confirmable and will seek bankruptcy court
confirmation.  Contemporaneously, the Company has sought
recognition in Canada of certain aspects of its chapter 11 filing
under the Companies' Creditors Arrangement Act of Canada.

Headquartered in New Castle, Delaware, Applied Extrusion
Technologies, Inc. -- http://www.aetfilms.com/-- develops &
manufactures specialized oriented polypropylene (OPP) films used
primarily in consumer products labeling and flexible packaging
application.  The Company and its debtor-affiliate filed for
chapter 11 protection on Dec. 1, 2004 (Bankr. D. Del. Case No. 04-
13388).  Edward J. Kosmowski, Esq., and Pauline K. Morgan, Esq.,
at Young Conaway Stargatt & Taylor and Sheldon K. Rennie, Esq., at
Fox Rothschild O'Brien & Frankel LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $407,912,000 in total
assets and $414,957,000 in total debts.


APPLIED EXTRUSION: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Applied Extrusion Technologies, Inc.
             aka AET Films
             15 Read's Way
             New Castle, Delaware 19720

Bankruptcy Case No.: 04-13388

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                          Case No.
      ------                                          --------
      Applied Extrusion Technologies (Canada), Inc.   04-13389

Type of Business: The Debtor develops and manufactures
                  specialized oriented polypropylene (OPP) films
                  used primarily in consumer products labeling and
                  flexible packaging application.
                  See http://www.aetfilms.com/

Chapter 11 Petition Date: December 1, 2004

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Bankruptcy Counsel: Edward J. Kosmowski, Esq.
                    Pauline K. Morgan, Esq.
                    Young Conaway Stargatt & Taylor
                    1000 West Street, 17th Floor
                    PO Box 391
                    Wilmington, Delaware 19899
                    Tel: (302) 571-6600
                    Fax: (302) 571-1253

                        -- and --

                    Sheldon K. Rennie, Esq.
                    Fox Rothschild O'Brien & Frankel LLP
                    919 Market Street, Suite 1400
                    Wilmington, Delaware 19801
                    Tel: (302) 655-7460
                    Fax: (302) 655-7004

                        -- and --

                    Shearman & Sterling LLP

General Counsel:    Ropes & Gray LLP

Finance Counsel:    Sutherland, Asbill & Brennan LLP

Auditors & Tax
Consultants:        Deloitte & Touche LLP

Notice, Claims &
Ballot Agent:       Bankruptcy Services LLC

Financial Condition as of October 31, 2004

      Total Assets: $407,912,000

      Total Debts:  $414,957,000

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

    Entity                       Nature Of Claim    Claim Amount
    ------                       ---------------    ------------
Wells Fargo Bank, N.A.           Senior Unsecured   $275,000,000
213 Court Street, Suite 902      Notes
Attn: Corporate Trust Services
Middletown, Connecticut 06457
Tel: (612) 316-4772
Fax: (613) 667-9825

Frito-Lay, Inc.                  Rebate               $2,100,000
7701 Legacy Drive
Plano, Texas 75024
Tel: (972) 334-3609

Mars - Masterfoods USA           Rebate               $1,000,000
800 High Street
Hackettstown, New Jersey 07840
Tel: (908) 850-2139
Fax: (908) 813-4654

Sunoco Chemicals                 Trade                  $823,565
550 Technology Drive
Pittsburgh, Pennsylvania 15219
Tel: (412) 208-2112
Fax: (412) 208-2121

Sonoco Products Company          Rebate                 $709,913
PO Box 160
Harsville, South Carolina 29550
Tel: (803) 383-7475
Fax: (803) 383-7538

Total Petrochemicals USA         Trade                  $694,649
World Houston Plaza
Houston, Texas 77032
Tel: (218) 227-5277

Kellogs Company                  Rebate                 $620,000
1 Kellogg Square
Battle Creek, Michigan 49016
Tel: (269) 961-3186
Fax: (269) 961-3687

AICCO, Inc.                      Insurance              $600,000
1001 Winstead Drive, Suite 500   Financing
Cary, North Carolina 27513
Tel: (800) 791-7901
Fax: (919) 234-2760

Amoco Polymers                   Trade                  $598,475
4500 McGinnis Ferry Road
Alpharetta, Georgia 30202
Tel: (770) 772-8885
Fax: (630) 961-7908

Vacumet Corporation              Trade                  $293,074
7259 Collection Center Drive
Chicago, Illinois 60693
Tel: (201) 628-0400
Fax: (201) 628-0491

Milprint Inc.                    Rebate                 $257,000
590 Woodrow Street
Denmark, Wisconsin 54208
Tel: (414) 236-8603
Fax: (920) 863-1370

Coca-Cola Amatil Limited         Rebate                 $210,000
Level 15, 71 Marquarie Street
Sydney, NSW 2000

Kraft Food                       Rebate                 $210,000
22650 Network Place
Chicago, Illinois 60673

Alcan Packaging Food &           Rebate                 $200,000
Tobacco, Inc.
PO Box 0
New Hyde Park, New York 11040

Pepsi USA                        Rebate                 $200,000
7701 Legacy Drive
Plano, Texas 75024

The Bryce Company LLC            Rebate                 $200,000
450 South Benton
Searcy, Arizona 72143

Phillips Sumika Polypropylene    Trade                  $193,256
Company
10001 Six Pines Drive
Houston, Texas

Coca-Cola Company                Rebate                 $170,000
2500 Windy Bridge Parkway
Atlanta, Georgia 31139

Logisco                          Warehouse              $150,000

Resinplast S.A.                  Rebate                 $131,000

Cellplast Metalized Products     Trade                  $122,440
Limited

Curwood Inc.                     Rebate                 $117,000

Slim Fast Foods Company          Rebate                 $110,000

D.M. Bowman Warehouse            Warehouse              $100,000

D.M. Bowman                      Freight                 $90,000

Estes Express                    Freight                 $90,000

Werner                           Freight                 $90,000

STCH                             Freight                 $85,000

Georgetown Wood & Pellet         Trade                   $76,561
Company, Inc.

Bernis Company Inc.              Trade                   $70,000


ARES ENHANCED: Moodys' Puts Ba2 Rating on $130M Class C Sub. Notes
------------------------------------------------------------------
Moody's Investors Service assigned ratings to five classes of
notes issued by Ares Enhanced Loan Investment Strategy, Ltd.:

   (1) Aaa to the US$75,000,000 Class A-1a Senior Secured Variable
       Funding Notes Due 2016,

   (2) Aaa to the US$347,500,000 Class A-1b Senior Secured Delayed
       Draw Down Notes Due 2016,

   (3) Aaa to the US$65,000,000 Class A-2 Senior Secured Notes Due
       2016,

   (4) A1 to the US$32,500,000 Class B Senior Secured Deferrable
       Interest Notes Due 2016, and

   (5) Ba2 to the US$130,000,000 Class C Subordinated Notes Due
       2016.

Ares Enhanced Loan Investment Strategy, Ltd. is a CLO backed by
mostly senior secured bank loans.  The collateral pool is managed
by Ares Enhanced Loan Management, L.P.

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


ARI NETWORK: Holding Annual Shareholder Meeting on Dec. 9
---------------------------------------------------------
ARI Network Services, Inc. (OTCBB:ARIS), a leading provider of
electronic parts catalogs and related technology and services to
increase sales and profits for dealers in the manufactured
equipment markets, will hold its Annual Shareholder Meeting on
Thursday, Dec. 9, 2004 at the Company's corporate headquarters in
11425 W. Lake Park Drive, Suite 900, Milwaukee, Wisconsin at 9:00
a.m. Central Time.

ARI will provide a live Webcast of the Company's Annual Meeting
which will include both the audio and PowerPoint presentation
portions of the meeting in a listen-only mode.  To access the
PowerPoint presentation, go to http://arinet.webex.com/select ARI
Shareholder's Meeting and enter the password ari120904.  For the
audio portion, call 1-866-269-3239 (International 1-408-678-2010)
and enter the meeting number 633 518 806.  Participants should go
to the website at least 15 minutes prior to the meeting to
download and install any necessary software.  The Webcast will be
available for replay through Feb. 18, 2005 on the Company's
website.  A copy of Mr. Dearing's slide presentation will be
available on ARI's website -- http://www.arinet.com/-- after 6:00
p.m. Central Time on Friday, Dec. 10.

Business to be conducted at the meeting includes the election of
two directors and ratification of the Company's auditors.  After
the formal meeting, Brian E. Dearing, ARI chairman and chief
executive officer, will give his annual "State of the Business"
presentation on the Company's operations and growth strategies.
In addition, the Company will offer product demonstrations for
individuals attending the meeting.

"Fiscal 2004 was unquestionably the best year in ARI's 13-year
history as a public company.  I look forward to discussing both
the results and our plans for fiscal year 2005 and beyond with our
shareholders," said Brian E. Dearing, chairman, president and
chief executive officer of ARI.  "I am very excited about the
progress we have made in new product introductions, continued
catalog product development, operational improvements and our
rejunvenated acquisition program.  I believe we have laid a solid
foundation for sustained performance next year and beyond," added
Mr. Dearing.

Shareholders who are unable to attend the meeting in person may
email questions to be considered for the question and answer
session to investor_relations@arinet.com or contact Christine
Stone at 1-414-973-4357.  Questions must be submitted no later
than 5:00 pm Central Time on Wednesday, Dec. 8, 2004.

                        About the Company

ARI Network Services, Inc., provides e-Catalog business solutions
for sales, service and life-cycle product support in the
manufactured equipment market. ARI currently provides
approximately 78 parts catalogs (many of which contain multiple
lines of equipment) for approximately 60 equipment manufacturers
in the U.S. and Europe. More than 88,000 catalog subscriptions are
provided through ARI to more than 27,000 dealers and distributors
in more than 100 countries in a dozen segments of the worldwide
manufactured equipment market including outdoor power, power
sports, ag equipment, recreation vehicle, floor maintenance, auto
and truck parts aftermarket, marine and construction. The Company
builds and supports a full suite of multi-media electronic catalog
publishing and viewing software for the Web or CD and provides
expert catalog publishing and consulting services. ARI also
provides dealer marketing services, including technology-enabled
direct mail and a template-based dealer website service that makes
it quick and easy for an equipment dealer to have a professional
and attractive website. In addition, ARI e-Catalog systems support
a variety of electronic pathways for parts orders, warranty claims
and other transactions between manufacturers and their networks of
sales and service points. ARI currently operates three offices in
the United States and one in Europe and has sales and service
agents in Australia, England and France providing marketing and
support of its products and services. http://www.arinet.com/

At July 31, 2004, ARI Network Services' balance sheet showed a
$6,551,000 stockholders' deficit, compared to a $6,830,000 deficit
at July 31, 2004.


ARMSTRONG WORLD: Parent to Reduce Workforce in Flooring Division
----------------------------------------------------------------
Armstrong Holdings, Inc. (OTC Bulletin Board: ACKHQ) disclosed
plans to reduce its workforce, primarily in its flooring division,
in response to changing market conditions.  This will lead to the
elimination of approximately 240 positions, 70 of which are
located at the Lancaster Headquarters.  Employees affected by this
decision will receive severance and outplacement assistance.

Armstrong Holdings, Inc. is the parent company of Armstrong World
Industries, Inc., a global leader in the design and manufacture of
flooring, ceilings and cabinets.  In 2003, Armstrong's net sales
totaled more than $3 billion.  Based in Lancaster, PA, Armstrong
has 44 plants in 12 countries and approximately 15,500 employees
worldwide.  More information about Armstrong is available on the
Internet at http://www.armstrong.com/

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world. The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469). Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $4,032,200,000 in
total assets and $3,296,900,000 in liabilities.


ATA AIRLINES: Will Give Sensitive Information to Core Parties
-------------------------------------------------------------
On November 18, 2004, the United States Bankruptcy Court for the
Southern District of Indiana approved bidding procedures providing
for a process under which Qualified Bidders may need to conduct
due diligence investigations of ATA Airlines and its debtor-
affiliates' assets and business operations on a "fast track" basis
so that the Qualified Bidders will be able to submit bids for
assets or operations of the Debtors on or before December 10,
2004.

In this regard, Terry E. Hall, Esq., at Baker Daniels, in
Indianapolis, Indiana, relates that the Official Committee of
Unsecured Creditors' counsel and other professionals employed by
the Committee need to review the Debtors' equipment leases and
other material agreements to, among other things, assess the
Debtors' transaction with AirTran Airways, Inc., and any
alternatives thereto, including potential bids for one or more
Alternative Transactions under the Bid Procedures.

Ms. Hall, however, tells the Court that ATA's aircraft leases
contain confidentiality provisions, which may be read to preclude
the disclosure of the terms of the Leases to third parties
including AirTran, the Committee's Advisors, counsel for the ATSB
Lenders, Qualified Bidders, and other parties-in-interest who have
a legitimate need for the information.  Certain of the
Debtors' other material contracts, including without limitation
the Wheel & Brake Service and Purchase Agreement dated June 23,
2000, with the B.F. Goodrich Company and the Debtors' agreements
with regard to credit card processing, also contain
confidentiality provisions that may purport to prohibit the
Debtors from providing copies or otherwise disclosing sensitive
information regarding the Material Contracts to Interested
Parties.

Ms. Hall states that the assignment of certain Leases and
Material Contracts may be essential to the AirTran Transaction or
one or more Alternative Transactions proposed pursuant to the Bid
Procedures.  It is necessary for the Debtors to make available
Sensitive Information regarding their Leases and Material
Contracts to Interested Parties.

Accordingly, pursuant to Sections 105(a) and 107(b) of the
Bankruptcy Code, the Debtors ask the Court for authority to
provide Sensitive Information, which includes copies of Leases and
Material Contracts, to Interested Parties who are bound to
confidentiality restrictions.

Ms. Hall explains that the disclosure will allow the Interested
Parties to make or evaluate the AirTran Transaction or any
Alternative Transaction.  In addition, the Advisors will use the
Sensitive Information to advise the Committee with respect to the
Creditors Committee's discharge of its statutory and fiduciary
obligations.

Ms. Hall reminds the Court that under Section 105(a), the Court
may issue any order, process or judgment that is necessary or
appropriate to carry out the provisions of the Bankruptcy Code.
Section 107(b) provides courts with the power to issue orders that
will protect entities from potential harm that may result from the
disclosure of certain confidential information.

The Debtors propose to subject the disclosure to Interested
Parties to the same restrictions provided in the Confidentiality
Agreement attached to the Bidding Procedures.

                           Objections

(1) U.S. Bank

U.S. Bank National Association and ATA Airlines, Inc., are parties
to an agreement dated December 31, 1998, pursuant to which U.S.
Bank processes payments of travel costs made by the Debtors'
customers with cards bearing the servicemark of Visa
International, VISA U.S.A., Inc. or MasterCard International,
Inc.  The Processing Agreement is set to terminate on March 31,
2005.

Schedule 1 to the Processing Agreement contains confidential
information related to the pricing charged by U.S. Bank for the
services rendered.  Schedule 2 contains confidential and
proprietary business information about the manner in which U.S.
Bank calculates the potential chargeback risk.

According to Timothy L. Black, Esq., at Feiwell & Hannoy, in
Indianapolis, Indiana, U.S. Bank routinely engages in the business
of offering VISA or MasterCard processing services to domestic and
international airlines.  As a consequence, parties interested in
acquiring ATA's assets currently are, or in the future may be,
customers of U.S. Bank for credit card processing.

Additionally, other Interested Parties may be direct or indirect
competitors with U.S. Bank for airline processing business.

Mr. Black also notes that U.S. Bank National Association ND and
ATA are parties to a Co-Branded Credit Card Agreement dated as of
March 31, 2004, pursuant to which the parties created a program
involving the issuance to eligible individuals or businesses of
Visa credit cards, including business credit cards, bearing
trademarks of ATA, that were tied to the ATA Travel Awards
program.  USB-ND believes that the Co-Branded Agreement is an
executory contract subject to assumption under Section 365 of the
Bankruptcy Code.

Mr. Black tells Judge Lorch that USB-ND routinely engages in the
business of entering into co-branded agreements with various
businesses, including airlines.  As a consequence, parties
interested in acquiring ATA's assets in the future may be
customers of USB-ND for co-branded credit card services.

Additionally, other interested parties may be direct or indirect
competitors with USB-ND for co-branded business services both to
airlines and to other business enterprises.

Against this backdrop, U.S. Bank objects to the proposed
disclosure of the terms of the Processing Agreement and the Co-
Branded Agreement to Interested Parties.

Mr. Black asserts that the Debtors failed to demonstrate the need
for the disclosure.

U.S. Bank does not believe that either of Processing Agreement or
the Co-Branded Agreement would properly be the subject of the
AirTran Transaction.  Under the terms of the AirTran Transaction
there is no expressed desire on the part of AirTran to assume
either agreements.  In the event AirTran assumes both agreements
under "ATA's continued operations," Mr. Black points out that:

   (a) AirTran already has a contract for the processing of VISA
       and MasterCard sales rendering the assumption and
       assignment of U.S. Bank's agreements with ATA unnecessary;
       and

   (b) The Processing Agreement is set to expire on March 31,
       2005, and could only yield at most 3 months of benefit to
       AirTran.

Without a demonstration that there is a realistic possibility that
AirTran would desire to assume either of U.S. Bank's contracts, as
evidenced by an appreciable benefit to AirTran, there is no need
to give AirTran or other parties access to the contracts, Mr.
Black maintains.

In the event a party that has expressed a desire to possibly take
over ATA's entire business, U.S. Bank does not object to the
disclosure if a good faith effort is being put forward by the
inquiring party to submit a qualifying bid that has a realistic
chance of success.

Mr. Black further adds that the Debtors failed to provide
protection or recourse to U.S. Bank in their proposal to disclose
the Agreements.  Mr. Black relates that it is not clear whether
parties desiring to review Sensitive Information are required to
sign a confidentiality agreement.  Without a written agreement,
prosecution of a claim involving the improper use of the
confidential information will be difficult.

Moreover, the form of confidentiality agreement referenced by the
Debtors is drafted so as to provide protections and rights solely
to the Debtors.  In order for any confidentiality agreement to
provide meaningful protection against the disclosure of the
information in the Processing Agreement or the Co-Branded
Agreement, U.S. Bank must be a party thereto or at least be a
third party beneficiary.

Mr. Black also contends that the opportunity for the Debtors to
waive protection of confidential information must be removed from
the confidentiality agreement.  U.S. Bank should solely possess
the right to the waiver of the confidential provisions.

Without further clarification and protections, U.S. Bank objects
to the disclosure of any of the confidential terms of the
Processing Agreement and the Co-Branded Agreement.

(2) BELC

BCC Equipment Leasing Corporation is party to numerous agreements
relating to the lease of 12 757 aircraft to the Debtors.  The
agreements contain confidential, propriety information.

Jeannette Eisan Hinshaw, Esq., at Bose McKinney & Evans, LLP, in
Indianapolis, Indiana, tells Judge Lorch that if competitors and
customers are entitled to receive copies of the Agreements, BELC
will be adversely affected.

Ms. Hinshaw emphasizes that the aircraft leasing business is very
competitive.  The contemplated disclosure would broadly
disseminate proprietary information that would enable BELC's other
customers and competitors to know the rates at which BELC may be
willing to lease certain types of airplanes as well as the terms
of the related agreements.

On the other hand, according to Ms. Hinshaw, conditioning
disclosure will neither impose an unreasonable burden on the
Debtor or the Debtors nor unduly impair a potential purchaser's
ability to formulate a bid.

Ms. Hinshaw reminds the Court that Section 107(b) of the
Bankruptcy Code provides the Court with clear authority to enter
an order limiting the production by the Debtors of the BELC
Agreements.  Bankruptcy Rule 9018 also empowers the Court to
"protect the estate or any entity in respect of a trade secret or
other confidential research, development, or commercial
information."

BELC wants these procedures followed regarding the production of
the BELC Agreements to potential qualified bidders:

   (a) Each participant should execute a confidentiality
       agreement;

   (b) Parties who are only interested in the "Midway Assets"
       will not be provided with copies of the BELC Agreements;

   (c) All airlines and the parties set forth on the Competitor
       List who are interested in pursuing other assets in
       addition to the Midway Assets, including the aircraft
       leased to the Debtors by BELC, will be restricted to these
       terms:

       (1) The airlines and parties will only be provided with
           copies of the BELC Agreements on an Advisor's Eyes
           Only basis; and

       (2) Any Advisor receiving the BELC Agreements on this
           basis must provide the Debtors and BELC with written
           confirmation that it will comply with these
           restrictions unless otherwise directed by the Court;

   (d) Parties who reasonably may be considered competitors of
       BELC, but who are not included on the Competitor List, and
       are interested in pursuing other assets in addition to the
       Midway Assets, including the aircraft leased to the
       Debtors by BELC, will be restricted to these terms:

       (1) The party will only be entitled to receive copies of
           the BELC Agreements after the Debtors have disclosed
           the identity of the party to BELC and received BELC's
           consent to allow disclosure;

       (2) The identity of any party will be treated by BELC
           as confidential information and will not be disclosed
           by BELC to any other party; and

       (3) If a party is unwilling to allow the Debtors to
           disclose its identity to BELC, the party will only be
           entitled to receive the BELC Agreements on an
           Advisor's Eyes Only basis, provided their advisors
           confirm that they will comply with those restrictions;

   (e) Any disagreement between the Debtors and BELC about
       whether a party is a competitor will be taken to the Court
       for determination prior to the provision of the BELC
       Agreements on any other basis than an Advisor's Eyes Only
       basis.

(3) Goodrich Corporation

Goodrich and ATA Airlines, Inc. are parties to a Service and
Purchase Agreement dated June 23, 2000.  The Agreement provides
for Goodrich to supply all of the requirements of ATA for wheel
and brake services to its aircraft fleet.

Goodrich disagrees to ATA's proposal to disclose the terms of the
Goodrich Agreement because the Agreement is not material to the
proposed AirTran Transaction or to the Alternative Transaction.

Dennis O'Dea, Esq., at Heller Ehrman White & McAuliffe, LLP, in
New York, explains that the AirTran transaction is limited to
certain assets relating to ATA's Midway Airport Facilities.  In
addition, the Goodrich Agreement is apparently not subject to any
good-faith interest of any Interested Party or Qualified Bidder.

Moreover, Goodrich is a party to similar agreements with other
airlines whom Goodrich expects are likely to be Interested
Parties, Mr. O'Dea says.  Therefore, disclosing specific terms of
the Goodrich Agreement, including pricing, may be used to
Goodrich's competitive disadvantage and may cause irreparable harm
to Goodrich.

Mr. O'Dea tells the Court that the Confidentiality Agreement does
not protect Goodrich.  While it prevents an Interested Party's
from disclosing information to a third party, it provides
information to Interested Parties, who are likely to be Goodrich's
customers.

Mr. O'Dea believes that only a bidder who is considering acquiring
the ATA fleet and ATA's operations would have a good faith
interest in considering assumption of the Goodrich Fleet Services
Agreement.  Upon showing by an Interested Party that it has a good
faith interest in considering acquiring all ATA Aircraft flees,
Goodrich will allow the disclosure of a redacted version of the
Goodrich Agreement to the Interested Party.

(4) General Electric Company

General Electric Company's GE Engine Services, Inc., is party to a
Maintenance Cost Per Hour Engine Service Agreement with
American Trans Air, Inc., dated September 2000, with a term
running through at least April 30, 2011.  GE Engine provides the
Debtors with certain repair, overhaul and servicing of CFM56-7
series aircraft engines and engine modules, assemblies,
subassemblies, controls and accessories, and parts .  The
Agreement covers all of the Debtors' 737-800 aircraft powered by
CFM56- 7B27B1 Engines.

General Electric Company's GE Aircraft Engines Business
Unit is party to an Engine Care Maintenance Plan Agreement with
Chicago Express Airlines, Inc., dated January 2000, with a term
running through February 2005.  GE Aircraft provides the Debtors
with certain repair, overhaul and servicing of CT7-9B engines.
The Agreement covers the Debtors' Saab 340B aircraft powered by
CT7 series engines.

Each page of the ATA Agreement and the Chicago Express Agreement
has been marked and designated as "GE Proprietary Information."
Thus, the GE Service Agreements both constitute Sensitive
Information and potentially a Material Contract.

Alan K. Mills, Esq., at Barnes & Thornburg, LLP, in Indianapolis,
Indiana, relates that GE understands the concerns raised by the
Debtors and are willing to consent to disclosure of information
from the GE Service Agreements, to the Committee Advisors and to
the counsel for the ATSB Lenders.  However, the disclosure of the
GE Service Agreements to other customers, potential customers or
to business competitors of GE could have a significant and
deleterious impact on GE's business.

GE objects to the Debtors' request because of the broad
designation of "Interested Parties" which extends to Qualified
Bidders and to "other parties who have a legitimate need for such
information."

Mr. Mills asserts that while the broad catchall phrase and failure
to define "legitimate need" grants the Debtors wide latitude in
determining the Interested Parties, the request does not require
the Debtors any further consultation or notice to GE.  This could
enable a competitor of GE to obtain copies of the GE Service
Agreements.

GE proposes that the Debtors be required to provide written notice
of any proposed disclosure to GE and their counsel, and allow GE
three business days to either consent or object to the disclosure.
If GE fails to respond to the written notice within three business
days, the Debtors would be permitted to disclose the GE Service
Agreements in accordance with the terms outlined in the request.
In the event of an objection, GE would consent to the resolution
of any objection by telephonic conference call with the Court.

                          *     *     *

Judge Lorch permits the Debtors to provide Sensitive Information
to these Interested Parties:

     * professionals for AirTran;

     * the professionals for the Creditors Committee -- not
       the individual members of the Committee.  However, the
       Sensitive Information may be provided by the professionals
       for the Committee to the Co-Chairs of the Committee;

     * Curtis, Mallet-Prevost, Colt & Mosle, LLP, and the United
       States Department of Justice, counsel for the ATSB, and
       Lazard Freres & Co., LLC, financial advisor to the ATSB
       Lenders.  However, the ATSB, the ATSB Advisors and the
       ATSB Counsel cannot provide the Sensitive Information to
       the individual ATSB Lenders unless that ATSB Lender, with
       the exception of the ATSB, has entered into a separate
       confidentiality agreement with the counterparty to the
       Lease or Contract; and

     * the professionals employed by a Prospective Bidder that
       the Debtors determine to be a likely Qualified Bidder.

Sensitive Information may only be provided:

   (i) for the purposes and under the circumstances the Debtors
       indicated; and

  (ii) as it applies to AirTran and Prospective Bidders, only to
       the extent Sensitive Information is necessary for AirTran
       or the Prospective Bidder to submit a bid.

The Court directs the Debtors to provide to each counterparty to a
Lease or Material Contract a list of the Interested Parties
provided with Sensitive Information related to that
counterparty's Lease or Material Contract.

Contracts and related documents between the Debtors and GE
Aircraft and GE Engine may not be disclosed by the Debtors to a
Qualified Bidder unless:

    -- e-mail notice of the Debtors' intent has been provided to
       GE Aircraft and GE Engine and to counsel for GE Aircraft
       and GE Engine, seeking consent to the disclosure; and

    -- GE Aircraft, GE Engine, or counsel has either consented or
       24 hours have elapsed since the time of delivery of the
       e-mail.

If no consent is received, the Court will hear issues regarding
the withholding of the consent on an emergency basis by telephonic
hearing.

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 Puts Low-B Ratings on Classes B-4 & B-5
--------------------------------------------------------------
Banc of America Mortgage Securities, Inc., series 2004-K mortgage
pass-through certificates, are rated as:

     -- $587,881,100 classes 1-A-1, 1-A-2, 1-A-R, 1-A-LR, 2-A-1,
        2-A-2, 3-A-1 through 3-A-3, and 4-A-1 (senior
        certificates) 'AAA';

     -- $10,973,000 class B-1 'AA';

     -- $4,267,000 class B-2 'A';

     -- $2,133,000 class B-3 'BBB';

     -- $1,829,000 class B-4 'BB';

     -- $914,000 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 3.55%
subordination provided by:

          * the 1.80% class B-1,
          * the 0.70% class B-2,
          * the 0.35% class B-3,
          * the 0.30% privately offered class B-4,
          * the 0.15% privately offered class B-5, and
          * the 0.25% privately offered class B-6.

The ratings on class B-1, B-2, B-3, B-4 and B-5 certificates
reflect each certificates respective level of subordination.

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

The transaction consists of four groups of adjustable interest
rate, fully amortizing mortgage loans, secured by first liens on
one- to four-family properties, with a total of 1,221 loans and an
aggregate principal balance of $609,521,251.41 as of
Nov. 1, 2004 (the cut-off date).  The four loan groups are cross-
collateralized.

The group 1 collateral consists of 3/1 hybrid adjustable-rate
mortgage -- ARM -- loans.  After the initial fixed interest rate
period of three years, the interest rate will adjust annually
based on the sum of One-Year CMT index and a gross margin
specified in the applicable mortgage note.

Approximately 49.71% of group 1 loans require interest-only
payments until the month following the first adjustment date.  As
of the cut-off date, the group has an aggregate principal balance
of approximately $96,271,775 and an average balance of $512,084.

The weighted average original loan-to-value ratio -- OLTV -- for
the mortgage loans is approximately 72.20%.  The weighted average
remaining term to maturity -- WAM -- is 359 months and the
weighted average FICO credit score for the group is 728. Second
homes and investor-occupied properties comprise 11.35% and 2.78%
of the loans in group 1, respectively.

Rate/Term and cashout refinances account for 18.77% and 22.30% of
the loans in group 1, respectively.   The states that represent
the largest geographic concentration of mortgaged properties are
California (60.98%) and Florida (9.64%).

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

The group 2 collateral consists of 5/1 hybrid ARM loans.  After
the initial fixed interest rate period of five years, the interest
rate will adjust annually based on the sum of One-Year CMT index
and a gross margin specified in the applicable mortgage note.
Approximately 65.79% of group 2 loans require interest-only
payments until the month following the first adjustment date.

As of the cut-off date, the group has an aggregate principal
balance of approximately $394,612,731 and an average balance of
$484,782.  The weighted average OLTV for the mortgage loans is
approximately 72.14%.  The WAM is 359 months and the weighted
average FICO credit score for the group is 734.

Second homes and investor-occupied properties comprise 8.35% and
1.78% of the loans in group 2, respectively.  Rate/Term and
cashout refinances account for 25.93% and 17.35% of the loans in
group 2, respectively.  The states that represent the largest
geographic concentration of mortgaged properties are California
(58.45%) and Florida (7.08%).

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

The group 3 collateral consists of 7/1 hybrid ARM loans.  After
the initial fixed interest rate period of seven years, the
interest rate will adjust annually based on the sum of One-Year
CMT index and a gross margin specified in the applicable mortgage
note.

Approximately 43.53% of group 3 loans require interest-only
payments until the month following the first adjustment date. As
of the cut-off date, the group has an aggregate principal balance
of approximately $59,437,005 and an average balance of $540,336.
The weighted average OLTV for the mortgage loans is approximately
71.29%.

The WAM is 359 months and the weighted average FICO credit score
for the group is 737.  Second home properties comprise 11.78% and
there are no investor-occupied properties.  Rate/Term and cashout
refinances account for 25.89% and 17.01% of the loans in group 3,
respectively.

The states that represent the largest geographic concentration of
mortgaged properties are:

          * California (45.29%),
          * Florida (7.51%),
          * Maryland (6.72%) and
          * Washington (5.58%).

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

The group 4 collateral consists of 10/1 hybrid ARM loans.  After
the initial fixed interest rate period of 10 years, the interest
rate will adjust annually based on the sum of One-Year CMT index
and a gross margin specified in the applicable mortgage note.

Approximately 64.42% of group 4 loans require interest-only
payments until the month following the first adjustment date.  As
of the cut-off date, the group has an aggregate principal balance
of approximately $59,199,740 and an average balance of $543,117.

The weighted average OLTV for the mortgage loans is approximately
71.30%.  The WAM is 359 months and the weighted average FICO
credit score for the group is 742. Second homes and investor-
occupied properties comprise 8.55% and 1.03% of the loans in group
4, respectively.  Rate/Term and cashout refinances account for
20.72% and 13.65% of the loans in group 4, respectively.

The states that represent the largest geographic concentration of
mortgaged properties are:

          * California (44.30%),
          * District of Columbia (11.57%),
          * Virginia (9.68%),
          * Maryland (6.21%),
          * Florida (6.08%), and
          * Colorado (5.88%).

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

Approximately 43.77% of the group 1 mortgage loans, approximately
57.59% of the group 2 mortgage loans, approximately 57.62% of the
group 3 mortgage loans, approximately 61.11% of the group 4
mortgage loans and approximately 55.75% of all of the mortgage
loans were originated under the Accelerated Processing Programs.

Loans in the Accelerated Processing Programs, which may include
the All-Ready Home and Rate Reduction Refinance programs, are
subject to less stringent documentation requirements.

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

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, elections will be made to treat the trust as two
separate real estate mortgage investment conduits -- REMICs. Wells
Fargo Bank, National Association will act as Trustee.


BANC OF AMERICA: Fitch Puts Low-B Ratings on Four Cert. Classes
---------------------------------------------------------------
Banc of America Mortgage Securities, Inc., series 2004-10 mortgage
pass-through certificates, is rated:

Group 1 certificates:

     -- $314,276,100 classes 1-A-1 through 1-A-9, 1-A-R, 1-A-LR
        and 30-IO, ('group 1 senior certificates') 'AAA';

     -- $5,845,000 class 30-B-1, 'AA';

     -- $1,623,000 class 30-B-2, 'A';

     -- $975,000 class 30-B-3, 'BBB';

     -- $649,000 class 30-B-4, 'BB';

     -- $487,000 class 30-B-5, 'B'.

Group 2 certificates:

     -- $64,208,000 classes 2-A-1 and 15-IO, ('group 2 senior
        certificates') 'AAA';

     -- $754,000 class 15-B-1, 'AA';

     -- $197,000 class 15-B-2, 'A';

     -- $131,000 class 15-B-3, 'BBB';

     -- $66,000 class 15-B-4, 'BB';

     -- $98,000 class 15-B-5, 'B';

and certificates of all groups:

     -- $412,864 class X-PO (consisting of two components:
        classes 1-X-PO and 2-X-PO), 'AAA'.

The 'AAA' ratings on the group 1 senior certificates reflects the
3.10% subordination provided by:

          * the 1.80% class 30-B-1,
          * the 0.50% class 30-B-2,
          * the 0.30% class 30-B-3,
          * the 0.20% 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.

Classes rated based on subordination:

          * 30-B-1 'AA'
          * 30-B-2 'A',
          * 30-B-3 'BBB',
          * 30-B-4 'BB,', and
          * 30-B-5 'B'

Class 30-B-6 is not rated by Fitch.

The 'AAA' ratings on the group 2 senior certificates reflects the
2.05% subordination provided by:

          * the 1.15% class 15-B-1,
          * the 0.30% class 15-B-2,
          * the 0.20% class 15-B-3 certificates,
          * the privately offered 0.10% class 15-B-4,
          * the privately offered 0.15% class 15-B-5, and
          * the privately offered 0.15% class 15-B-6.

Classes rated based on their respective subordination:

          * 15-B-1 'AA',
          * 15-B-2 'A',
          * 15-B-3 'BBB',
          * 15-B-4 'BB', and
          * 15-B-5 'B'

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' and Fitch's confidence in the integrity of the
legal and financial structure of the transaction.

The transaction is secured by two pools of mortgage loans, which
respectively collateralize the groups 1 and 2 certificates. Except
for the class X-PO certificates, the two loan groups are not
cross-collateralized.

The group 1 collateral consists of 620 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity ranging from 300 to 360 months.

The weighted average original loan-to-value ratio -- OLTV -- for
the mortgage loans in the pool is approximately 69.12%.  The
average balance of the mortgage loans is $523,721 and the weighted
average coupon -- WAC -- of the loans is 5.968%.  The weighted
average FICO credit score for the group is 745.

Second homes comprise 9.38% and there are no investor-occupied
properties.  Rate/Term and cashout refinances represent 31.46% and
20.55%, respectively.  The states that represent the largest
geographic concentration of mortgaged properties are California
(49.66%) and Virginia (5.73%).  All other states comprise fewer
than 5% of properties in the group.

The group 2 collateral consists of 119 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
two-family residential mortgage loans with original terms to
stated maturity ranging from 120 to 180 months.

The weighted average OLTV for the mortgage loans in the pool is
approximately 63.83%.  The average balance of the mortgage loans
is $551,277 and the WAC of the loans is 5.489%.  The weighted
average FICO credit score for the group is 744.  Second homes
comprise 11.21% and there are no investor-occupied properties.

Rate/Term and cashout refinances represent 36.92% and 24.98%,
respectively, of the group 2 mortgage loans. The states that
represent the largest geographic concentration of mortgaged
properties are:

          * California (41.53%),
          * Florida (6.40%),
          * Virginia (5.14%), and
          * Texas (5.13%).

All other states comprise fewer than 5% of properties in the
group.

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


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, elections will be made to treat the trust as two
separate real estate mortgage investment conduits -- REMICs. Wells
Fargo Bank, National Association will act as trustee.


BOMBARDIER INC: S&P Slices Corporate Credit Rating to BB
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Bombardier Inc. and its subsidiaries, including its long-term
corporate credit rating to 'BB' from 'BBB-', due to continuing
weak prospects for some of its key business segments.  The outlook
is negative.

"The prospects for a near-term recovery in Bombardier's financial
profile have been impeded by the continuing malaise in the U.S.
airline industry, the expectation of reduced revenues at
Bombardier's transportation division, and adverse currency
movements," said Standard & Poor's credit analyst Kenton Freitag.

The pressures on Bombardier's commercial aerospace and
transportation divisions have increased through 2004 and are
unlikely to be fully offset by improving markets for business
jets.  Primary concerns include:

   (1) future levels of regional jet production are highly
       uncertain and may experience material declines over the
       next couple of years;

   (2) near-term revenue prospects for the transportation division
       are declining due to reduced order activity from key
       customers in Europe;

   (3) adverse currency movements threaten to reduce the margins
       for Bombardier's aerospace products; and

   (4) an increased provisioning expense related to customer
       support for commercial aircraft sales.

Partially offsetting these pressures has been a fairly strong
resurgence in orders for business jets and turboprop aircraft.
Bombardier has solid competitive positions in both of these
segments, but increased production levels are unlikely to
compensate for reduced RJ production.

The outlook is negative.  Maintaining margins and free cash flow
generation around current levels over the next year would support
the current ratings.  The ratings could be lowered if the U.S.
airline sector experiences a more pronounced deterioration that
would severely impair demand of regional jets or if liquidity
declines substantially.


BROKERS INCORPORATED: Hires Nexsen Pruet as Bankruptcy Counsel
--------------------------------------------------------------
Brokers, Incorporated, sought and obtained permission from the
U.S. Bankruptcy Court for the Middle District of North Carolina,
Winston-Salem Division, to hire Nexsen Pruet Adams Kleemeier,
PLLC, as its counsel in its chapter 11 restructuring.

Nexsen Pruet will:

     a) assist the Debtor in its investigation and examination
        of contracts, loans, leases, financing statements, and
        other related documents;

     b) give the Debtor advice in the administation of its
        bankruptcy estate;

     c) assist the Debtor in proposing a plan of liquidation;
        and

     d) facilitate consummation of the Debtor's confirmed
        liquidation plan.

Christine L. Myatt, Esq., will be the lead attorney in this case.
Ms. Myatt will bill the Debtor at her current hourly rate of $295.

To the best of the Debtor's knowledge, Nexsen Pruet is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Thomasville, North Carolina, Brokers
Incorporated, filed for chapter 11 protection on Nov. 22, 2004
(Bankr. M.D. N.C. Case No. 04-53451).  When the Debtor filed for
protection from its creditors, it listed more than $10 million in
assets and more than $1 million in debts.


BROKERS INCORPORATED: First Creditors Meeting Slated for Dec. 14
----------------------------------------------------------------
The Bankruptcy Administrator for the Middle District of North
Carolina will convene a meeting of Brokers, Incorporated's
creditors at 10:00 a.m., on December 14, 2004, at the Creditors
Meeting Room, First Floor located in 226 South Liberty Street in
Winston-Salem, North Carolina.  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 Thomasville, North Carolina, Brokers
Incorporated, filed for chapter 11 protection on Nov. 22, 2004
(Bankr. M.D. N.C. Case No. 04-53451).  Christine L. Myatt, Esq.,
at Nexsen Pruet Adams Kleemeier, PLLC, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed more than $10 million in assets and
more than $1 million in debts.


CATHOLIC CHURCH: Portland Claims Bar Date Extended Until Mar. 7
---------------------------------------------------------------
A committee of parishes and parishioners seek more time to file
proofs of claim in the Archdiocese of Portland in Oregon's
bankruptcy case.

Steven M. Hedberg, Esq., at Perkins Coie, LLP, in Portland,
Oregon, explains that potential claimants participating in the
Parishioners Committee are not prepared at this time to file
claims against the Archdiocese.

"The Committee and counsel are in the process of identifying
interests and claims in parish communities that are participating
in the Committee," Mr. Hedberg says.  "Similar claims likely exist
among parish communities that are not participating in the
Committee."

The Parishioners Committee is made up of 41 parishes, including
parishioners, beneficiaries, donors, settlors, and other parties
with direct connections to parish services and properties.

Mr. Hedberg tells Judge Perris that important additional, factual,
and legal work remains to be done.  Those involved in parish
communities and their legally protectable interests, as well as
their potential liabilities and claims, must also be identified.

Mr. Hedberg points out that a number of parishes named as co-
defendants in civil actions brought by tort claimants possess
contingent contribution and indemnity claims against Portland.
Because claims are still being asserted or modified, additional
parishes may be exposed to liability, similarly creating
contingent claims in the bankruptcy case.

In addition to parishes, potential claimants also include
beneficiaries, donors, settlors, and others, each of whom possess
contingent claims against Portland's bankruptcy estate.  These
claimants include individuals, businesses, decedents' estates and
others located in towns across western Oregon who have contributed
to, or benefit from the properties and works performed in parish
communities.  Many of these properties and works involve express
or implied trusts or other enforceable interests, the impairment
of which gives rise to claims against the estate.  Mr. Hedberg
notes that significant additional work is required to identify the
relevant trusts and interests, develop the facts relating to them,
and identify the appropriate individuals and entities to file
proofs of claim.

St. Therese Parish supports the Parishioners Committee's request.

Finding good cause, Judge Perris gives parishes, parishioners,
beneficiaries, donors and settlors until March 7, 2005, to file
claims of any nature against Portland.

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)


CHESAPEAKE ENERGY: Launching Convertible Preferred Stock Offering
-----------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) intends to commence an
exchange offer to exchange its common stock for any and all of its
outstanding 4 million shares of its 6.00% Cumulative Convertible
Preferred Stock.

The number of shares of common stock to be exchanged for each
share of Preferred Stock will be fixed after 5:00 p.m. New York
City time on Thursday, Dec. 23, 2004, the Pricing Date, on the
basis of the applicable pricing formula set forth herein, and
publicly announced prior to the opening of trading on Monday,
Dec. 27, 2004.  The Exchange Ratio will equal the sum of:

     (i) 4.8605 shares of common stock, the number of shares into
         which the Preferred Stock is presently convertible; and

    (ii) a number of additional shares of common stock equal to
         $7.75 divided by the arithmetic daily volume-weighted
         average price of our common stock, over a ten day trading
         period beginning on Dec. 10, 2004 and ending on the
         Pricing Date.

The Exchange Offer will be subject to a maximum of 5.5605 shares
of common stock and a minimum of 5.1605 shares of common stock per
share of Preferred Stock.

The Preferred Stock is listed on the New York Stock Exchange under
the symbol "CHKPrA", and Chesapeake's common stock is listed on
the New York Stock Exchange under the symbol "CHK".

The exchange offer will expire at 12:00 midnight, New York City
time, on Tuesday, Dec. 28, 2004, unless extended or earlier
terminated by Chesapeake.  Holders may withdraw tendered shares of
Preferred Stock at any time before the exchange offer expires, or
if not previously returned, a holder may withdraw any tendered
shares of Preferred Stock that are not accepted by Chesapeake on
or before Jan. 26, 2005.  The tender and withdrawal of shares of
Preferred Stock pursuant to the Offer held in "street" name are
subject to compliance with the appropriate procedures of the
automated tender offer procedures, or ATOP, system of The
Depositary Trust Company.

The Offer will be made pursuant to an exchange offer prospectus
contained in a Registration Statement to be filed today by
Chesapeake with the Securities and Exchange Commission. Copies of
the prospectus contained in the Registration Statement may be
obtained, when made available, from the Information Agent for the
Offer, MacKenzie Partners, Inc., who may be reached at 800-322-
2885 (US toll-free) and 212-929-5500 (collect).  The Offer is
subject to the satisfaction of certain conditions.

The Company has engaged UBS Securities LLC to act as dealer
manager in connection with the Offer.  Questions regarding the
Offer may be directed to:

         UBS Securities LLC
         677 Washington Blvd.
         Stamford, Connecticut 06901
         Toll-Free: (888) 722-9555, x4210
         Collect: (203) 719-4210

Holders of Preferred Stock are urged to read the exchange offer
prospectus when it becomes available because it includes important
information.  The exchange offer prospectus and other related
documents filed with the Securities and Exchange Commission may be
obtained for free from the Information Agent or at the
Commission's web site -- http://www.sec.gov/

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective.  These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective.  This press release shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall
there be any sales of these securities in any State in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such State.

                        About the Company

Chesapeake Energy Corporation is the sixth largest independent
natural gas producer in the U.S. Headquartered in Oklahoma City,
the company's operations are focused on exploratory and
developmental drilling and producing property acquisitions in the
Mid-Continent, Permian Basin, South Texas, Texas Gulf Coast and
Ark-La-Tex regions of the United States.

                          *     *     *

As reported in the Troubled Company Reporter on July 29, 2004,
Fitch Ratings maintains its rating of Chesapeake Energy's senior
unsecured notes at 'BB', its senior secured bank facility rating
at 'BBB-', and its convertible preferred stock rating at 'B+'
following the announcement that Chesapeake has entered into three
transactions to purchase assets valued at approximately
$591.5 million. The Rating Outlook for Chesapeake remains Stable.

In addition to Chesapeake's recent growth performance, the rating
is based on the company's low risk reserve profile and the
conservative funding strategy employed to finance the growth. Its
4.1 tcfe of reserves have a reserve life of nearly 12 years.
Approximately 71% of its reserves are proven developed producing
-- PDP -- with a reserve life of more than eight years.
Approximately 80% of its reserves are in the very familiar Mid-
Continent region and 10% are in the Permian Basin. Furthermore,
74% of Chesapeake's reserves were externally prepared by third
party engineers, mitigating the potential for aggressive reserve
bookings. While the latest acquisitions are predominantly proven
undeveloped -- PUD, the overall reserve profile for Chesapeake
remains relatively low risk.

Standard & Poor's Ratings Services also assigned its 'BB-' rating
to oil and gas exploration company Chesapeake Energy Corp.'s
(BB-/Positive/--) $300 million senior unsecured notes maturing
2014. The issue is a Rule 144A private placement with
registration rights. The outlook is positive.

"The acquisitions are consistent with Chesapeake's stated policy
to fund its growth program in a balanced manner," said Standard &
Poor's credit analyst Kimberly Stokes. "Furthermore, we expect
the company to continue the balanced funding of its acquisition
program in the future."


CLFX CORP: Moody's Puts Ba3 Rating on $165M Senior Sec. Facility
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the
$165 million senior secured credit facility of CLFX Corporation, a
global manufacturer of fluid handling products.  At the same time,
Moody's has affirmed the company's senior implied rating of Ba3
and raised its senior unsecured issuer rating to B1 from B2 as a
result of the repayment of its existing second-lien term loan as
part of the refinancing.  The ratings on the existing credit
facility are being withdrawn.  The rating outlook remains stable.

New ratings assigned:

   * Ba3 for the $50 million senior secured revolving credit
     facility, due 2008,

   * Ba3 for the $115 million senior secured term loan, due 2011

The ratings are supported by Colfax's good niche market position
in certain pump products, modest financial leverage and solid
interest coverage relative to its rating category.  On the other
hand, the ratings are constrained by the company's considerable
exposure to cyclical end-markets, relatively small size and
reduced diversification of its revenue base following the recent
sale of its power transmission business, acquisitive growth
strategy and the associated integration risks, as well as sizable
asbestos and pension liabilities.

The stable rating outlook reflects Moody's expectation of
potential operational improvement at Colfax, offset by the
company's growing asbestos liabilities as well as the risks
associated with potential debt-financed acquisitions.  Factors
that could cause Moody's to consider a negative rating action
include deterioration in the company's major end-markets, a
higher-than-expected increase in its asbestos liabilities and
settlement costs, and major acquisitions that result in a
substantially more aggressive financial profile.  Factors that
could cause Moody's to consider a positive rating action include
sustained improvement in operating performance and a demonstrated
commitment to a conservative capital structure.

Colfax has recently sold its power transmission business to
Genstar Capital, a private equity investment, for $180 million.
The divestiture proceeds, together with $115 million from the new
term loan, will be used to redeem $100 million of the company's
preferred stock owned by its controlling shareholders, refinance
the existing credit facility, and pay associated fees and
expenses.

Following the divestiture, Colfax will focus on the pump business,
which generated sales of $293 million and EBITDA of $46 million in
the LTM period ended September 2004.  Given the mature and
fragmented nature of the pump market, Moody's expects Colfax to
seek growth primarily through debt-financed acquisitions in order
to increase product offering and expand geographic reach.  These
acquisition activities may bring considerable execution risks.

Moody's notes that Colfax has substantial asbestos liabilities
although they are partially mitigated by insurance coverage and
reserves.  Colfax's subsidiaries, Imo and Warren Pump, have been
defendants in lawsuits related to asbestos exposure since the mid-
1980s.  As of October 1, 2004, there were 72,226 unresolved
claims, up from 66,178 at year-end 2003.  Colfax maintains
substantial primary and secondary insurance coverage and has also
recorded a sizable accrued asbestos liability based on estimated
claim costs to be paid over the next 15 years.  Actual cash
payment for 2004 is estimated to be slightly over $6 million,
compared to $5.7 million in 2003.

In addition, Colfax has substantial under-funded pension
liabilities, which, post the divestiture of the power transmission
business, are estimated to be approximately $63 million at
end-2004.  The company estimated required contributions to be
$1.2 million in 2005, $16.7 million in 2006, and $9.2 million in
2007.

Subsequent to the refinancing, Colfax will have on-balance debt of
approximately $115 million, or 2.3 times pro forma 2004 estimated
EBITDA.  Adjusting for the approximately $63 million of
under-funded pension liabilities, adjusted debt would be
$178 million, or 3.6 x EBITDA.  Pro forma 2004 estimated EBITDA
would cover pro forma interest expense of approximately
$6.5 million 7.7 times.  Given its good profitability and modest
capex (approximately $7 million a year), Colfax should generate
relatively good cash flow.  However, pension cash contributions
and asbestos settlements will considerably affect free cash flow.

The Ba3 rating on the revolver and term loan reflects their
seniority in the company's debt structure.  The facility will be
secured by a first priority lien on all capital stock and company
assets, and will be guaranteed on a senior secured basis by the
parent and all of the company's current and future US
subsidiaries.

CLFX Corporation, based in Richmond, Virginia, is a global
manufacturer of fluid handling products, with pro forma revenues
of $293 million in the LTM period ended September 2004.


COLUMBUS HOSPITAL: Moody's Slices Debt Rating to B3 from B2
-----------------------------------------------------------
Moody's Investors Service has downgraded the debt rating on
Columbus Hospital (NJ) to B3 from B2.  The rating has been placed
on Watchlist for further downgrade.  Approximately $27 million of
the Series 1991 bonds are outstanding.  The downgrade reflects the
precipitous decline in cash at Columbus Hospital due to operating
losses in FY 2003 and FY 2004 as well as the payback of
approximately $5 million of an outstanding Medicaid overpayment
settlement.  The institution is essentially illiquid with no line
of credit available to the organization.  The debt service reserve
fund remains fully intact and the hospital continues to make its
monthly deposits into the bond funds.  While not legally
obligated, Columbus's affiliated organization, Cathedral
Healthcare System, has represented to Moody's that all necessary
steps will be taken to ensure that Columbus will not miss a debt
payment or withdraw monies from the debt service reserve fund.

Losses through June 30, 2004 total $3.5 million.  Management
reports small profits every month since August following a
reduction in workforce, higher volumes and increased charity care
subsidiaries.  Management does not expect the FY 2004 loss to
increase materially beyond the $3.5 million recorded through June.
Consultants have been engaged to identify areas of improvement in
the hospital's financial and operational performance.  The report
and subsequent release of the FY 2003 Audited Financial Statements
is expected within the next eight to ten weeks.  Moody's expects
to conclude our review in the next 90 days.


COVANTA ENERGY: Will Pay Some of Pillsbury Winthrop's Fees
----------------------------------------------------------
Pillsbury Winthrop, LLP, counsel to JPMorgan Trust Company, N.A.,
as indenture trustee, seeks payment of $114,004 in fees and $2,316
in expenses between April 1, 2002, and February 29, 2004.

Caryn D. Fitzgerald, an associate at Pillsbury Winthrop, informs
the United States Bankruptcy Court for the Southern District of
New York that the firm participated in many aspects of Covanta
Energy Corporation and its debtor-affiliates' Chapter 11 cases.
Pillsbury Winthrop reviewed the structure of each of the Tulsa and
Indianapolis Projects to obtain an understanding on how the
projects work, the cash flow of each Project and the areas where
the bonds needed protection.

The Tulsa and Indianapolis Projects refer to:

     * the Series 1984 Bonds issued pursuant to the Indenture,
       dated as of May 1, 1984, as amended from time to time,
       between the Tulsa Public Facilities Authority and the
       First National Bank and Trust Company of Tulsa, as
       trustee;

     * the Series 1985 Bonds issued pursuant to the Indenture
       dated as of May 1, 1984, as amended from time to time,
       between the Tulsa Public Facilities Authority and the
       First National Bank and Trust Company of Tulsa, as
       trustee;

     * the Series 1996 Bonds issued pursuant to the Indenture,
       dated December 1, 1985, supplemented in 1996, between the
       City of Indianapolis and the Indiana National Bank, as
       trustee; and

     * the Series 1987 Bonds issued pursuant to the Indenture,
       dated December 1, 1986, between the City of Indianapolis
       and the Indiana National Bank, as trustee.

Pillsbury Winthrop was also heavily involved in negotiating
provisions of the Cash Collateral and DIP Orders with the Debtors
for the protection of the holders of the various Bonds.  Numerous
issues relating to the letters of credit and whether it was
appropriate to draw down the letters of credit were also dealt
with.

Ms. Fitzgerald relates that Pillsbury Winthrop prepared proofs of
claim against the Estate on behalf of the bondholders, reviewed
the notices sent out by the Trustee, and monitored the Debtors'
cases including, but not limited to, the Plan and Disclosure
Statement process.

Pillsbury Winthrop's fees and expenses break down this way:

                                   Project
                            ---------------------
                 General    Tulsa    Indianapolis     Total
                 -------    -----    ------------     -----
      Fees       $74,687    16,883     22,435      $114,004
      Expenses    $1,875       288        152         2,316

Pillsbury Winthrop's role in the Debtors' cases was limited to
what it deemed necessary to protect the bondholders at each stage
of the case.  Accordingly, there are many months where there were
no fees incurred at all.

                          *     *     *

Judge Blackshear directs the Debtors to pay Pillsbury Winthrop
$92,123 for fees and $2,027 for expenses incurred in the
Indianapolis Project between April 1, 2002, and March 10, 2004.

The $22,169 portion of the firm's fees and expenses allocated to
the Tulsa Project is not approved.

Judge Blackshear clarifies that no part of the Order impairs or
limits the rights, if any, of JPMorgan or Pillsbury Winthrop under
the applicable trust indenture to recover any remaining balance of
the fees and expenses requested and related to the Tulsa Project
from the trust accounts or from third parties other than the
Reorganized Debtors or Covanta Tulsa, Inc., in accordance with the
provisions of the Trust Indenture.

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)


CRM INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: CRM International, Inc.
        dba  CRM Energy Technologies
        80 Red Schoolhouse Road
        Chestnut Ridge, New York 10977

Bankruptcy Case No.: 04-47594

Type of Business:  The Company manufactures, develops and markets
                   proprietary packaged cogenerators specifically
                   suited for on-site combined heat and power
                   applications.  The Company owns the CRM On-Site
                   (TM) Combined Heat & Power Systems designs.
                   See http://www.crmenergy.com/

Chapter 11 Petition Date: November 30, 2004

Court: District of New Jersey (Newark)

Debtor's Counsel: Howard S. Greenberg, Esq.
                  Ravin Greenberg, PC
                  101 Eisenhower Parkway
                  Roseland, New Jersey 07068
                  Tel: (973) 226-1500

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Pepco Energy Services                         $245,664
1300 North 17th Street
Arlington, Virginia 22209
Tel: (703) 253-1800

H.O. Penn Machinery Company, Inc.             $244,299
699 Brush Avenue
Bronx, New York 10465
Tel: (845) 452-1200

Pearl River Plumbing & Heating & Electrical   $142,700
dba Bertusi's
60-70 Dexter Plaza
Pearl River, New York 10965

American Express Corporation                   $99,182

ICB Enterprise                                 $95,000

Control Associates                             $80,666

All Bright Electric                            $75,393

Nikko Construction Corporation                 $69,736

Thermax                                        $67,100

Jaros, Baum & Bolles                           $64,264

Prestige Plumbing & Heating Inc.               $49,320

Industrial Contracting & Rigging Co., Inc.     $38,270

Precision Roofing                              $25,080

Peakor Services Inc.                           $24,471

ATP Technologies, Inc.                         $23,028

Windward Properties                            $22,016

Kurtzman, Matera, Gurock,                      $21,927
Scuderi & Karben, LLP

Erin Mechanical                                $21,200

Kraft Corporation                              $18,477

Accardl Electric Company, Inc.                 $17,053


DANA CORP: Amends Terms of Pending Debt Offering
------------------------------------------------
Dana Corporation (NYSE: DCN) amended its pending tender offer for
up to an aggregate consideration of $635 million of its
$250 million of 10-1/8% Notes due 2010, EUR200 million of 9% EUR
Notes due 2011 and $575 million of 9% USD Notes due 2011.

As part of the amendment, Dana extended the early tender date and
amended the pricing with respect to the offer for the 9% EUR
Notes.  Accordingly, holders who tender their 9% EUR Notes at or
prior to 5:00 p.m., New York City time, on Dec. 3, 2004, will
receive total consideration, including the early tender payment,
based on a fixed spread of 110 basis points over the 5% DBR due
July 4, 2011, subject to the terms and conditions set forth in the
Offer to Purchase and Consent Solicitation Statement dated
Nov. 15, 2004. Holders who tender their 9% EUR Notes after the New
Early Tender Date and at or prior to 5:00 p.m., New York City
time, on Dec. 22, 2004 will receive such total consideration, less
the early tender payment of euro 50.00 per euro 1,000 principal
amount of 9% EUR Notes, subject to the terms and conditions set
forth in the Amended Offer to Purchase.

The early tender date with respect to the offers for the 9% USD
Notes and the 10-1/8% Notes has not been extended. Accordingly,
holders who tender their 9% USD Notes and 10-1/8% Notes after 5:00
p.m., New York City time, on Nov. 29, 2004, and at or prior to the
Expiration Date will receive the applicable total consideration
for such series, less the early tender payment of $50.00 per
$1,000 principal amount of 10-1/8% Notes and 9% USD Notes, subject
to the terms and conditions set forth in the Amended Offer to
Purchase.

In addition, Dana increased the overall size of the offer, which
is currently limited to aggregate consideration of $635 million
(or its equivalent), to a new limit of $1.15 billion (or its
equivalent), plus an amount sufficient to cover tenders (if any)
after the applicable early tender date for each series.
Accordingly, all Notes properly tendered in the offer will be
purchased (subject to the satisfaction of the conditions set forth
in the Amended Offer to Purchase) and there will not be any
proration.

As of 5:00 p.m., New York City time, on Nov. 29, 2004, a total of
approximately $672 million (or its equivalent) in aggregate
principal amount of Notes had been tendered, including a majority
in principal amount of each of the 10-1/8% Notes and 9% USD Notes
(which constitutes the requisite consents sufficient to effect the
proposed amendments to the respective indentures as applied to
such series). Holders who have previously tendered Notes do not
need to re-tender their Notes or take any other action in response
to this amendment.

The settlement date for all Notes tendered prior to the applicable
early tender date for each series is expected to occur on or about
Dec. 10, 2004.  The settlement date for any Notes tendered after
the applicable early tender date will be promptly after the
Expiration Date.  The source of funds for the offer will include
proceeds of the sale of Dana's automotive aftermarket businesses
and the proceeds from additional indebtedness incurred by Dana.
The tender offer has been amended to add a condition that Dana
consummates a financing transaction of at least $450 million to
fund the offer.

Except for the modifications described above, all other terms and
conditions of the Amended Offer to Purchase remain unchanged.
Withdrawal rights with respect to tendered Notes have expired.
Accordingly, holders may no longer withdraw any Notes, except in
the limited circumstances described in the Amended Offer to
Purchase.

Dana has retained Banc of America Securities, Deutsche Bank
Securities and J.P. Morgan Securities to act as the joint-lead
dealer managers in connection with the tender offer and
solicitation agents in connection with the consent solicitation.
They can be contacted at:

            Banc of America Securities
            U.S. Toll-Free: (+1) 888-292-0070
            Collect: (+1) 212-847-5834
                    (+44) 20-7174-4737

            Deutsche Bank Securities
            U.S. Toll-Free: (+1) 866-627-0391
            Collect: (+1) 212-250-2955
                    (+44) 20-7545-8011

            J.P. Morgan Securities
            U.S. Toll-Free: (+1) 866-834-4666
            Collect: (+1) 212-834-3424
                    (+44) 20-7742-7506

Holders can request documentation from D.F. King & Co., Inc. and
D.F. King (Europe) Limited, the information agents for the offer,
at (+1) 800-859-8509 (U.S. toll free), (+1) 212-269-5550
(collect), and (+44) 20-7920-9720.

Dana is making the tender offer pursuant to the Amended Offer to
Purchase.  The Amended Offer to Purchase sets forth comprehensive
descriptions of the terms of the tender offer, including the
conditions to the offer, the solicitation provisions, and the
effect of amending the indentures underlying the Notes.  Dana
urges its debt holders to read the Amended Offer to Purchase in
its entirety before making a decision with regard to the offer.
The tender offer is not being made directly or indirectly (and is
not available to any resident or person located) in Italy.

This press release is neither an offer to purchase, nor a
solicitation for acceptance of the offer.  Dana is making the
offer only by, and pursuant to the terms of, the Amended Offer to
Purchase.  Dana's obligation to accept for purchase, and to pay
for, Notes validly tendered is conditioned upon the satisfaction
or waiver of the conditions in the Amended Offer to Purchase.

                        About the Company

Dana Corporation is a global leader in the design, engineering,
and manufacture of value-added products and systems for
automotive, commercial, and off-highway vehicles. Delivering on a
century of innovation, Dana's continuing operations employ
approximately 45,000 people worldwide dedicated to advancing the
science of mobility. Founded in 1904 and based in Toledo, Ohio,
Dana operates technology, manufacturing, and customer-service
facilities in 30 countries. Sales from continuing operations
totaled $7.9 billion in 2003. Dana's Internet address is:
http://www.dana.com/

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 25, 2004,
Fitch Ratings upgraded Dana Corporation's senior unsecured debt
rating to 'BB+' from 'BB'. The Positive Rating Watch put in place
on August 2, 2004 remains in place, pending final resolution of
the use of the proceeds from the sale of the Automotive
Aftermarket Group -- AAG. Approximately $2.5 billion of Dana's
debt is affected by this rating action.

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

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

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


DELAFIELD 246 CORPORATION: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Delafield 246 Corporation
        80 Dupont Avenue
        Plainview, New York 11803

Bankruptcy Case No.: 04-87515

Type of Business:  Real Estate Investment and Development.

Chapter 11 Petition Date: November 29, 2004

Court: Eastern District of New York (Central Islip)

Judge: Stan Bernstein

Debtor's Counsel: Daniel A Zimmerman, Esq.
                  Law Offices of Steven Cohn PC
                  One Old Country Road
                  Carle Place, New York 11514
                  Tel: (516) 294-6410
                  Fax: (516) 294-0094

Financial Condition as of September 30, 2004

      Total Assets: $13,000,000

      Total Debts:   $9,001,200

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


DELTA AIR: Fitch Junks Seven Debt and Trust Transactions
--------------------------------------------------------
Fitch has rated five Delta Airlines debt transactions, three
enhanced equipment trust certificate -- EETC -- transactions and
two equipment trust certificate -- ETC -- transactions.

   EETC Transactions
   -----------------

Delta Airlines pass-through certificates, series 2000-1:

          -- Class A-1 'B';
          -- Class A-2 'B';
          -- Class B 'CCC';
          -- Class C 'CC'.

Delta Airlines pass-through certificates, series 2001-1:

          -- Class A-1 'B';
          -- Class A-2 'B';
          -- Class B 'CCC';
          -- Class C 'CC'.

Delta Airlines pass-through certificates, series 2002-1:

          -- Class C 'CCC'.

   ETC Transactions
   ----------------

Delta Airlines equipment trust certificates, series 1992:

          -- Class B2 'CC'.

Delta Airlines equipment trust certificates, series 1993:

          -- Class A2 'CC'.

The ratings on the EETCs and ETCs are based on the credit quality
of Delta Airlines, the maximum expected loan to value of the
certificates, and the availability of benefits under Section 1110
of the U.S. Bankruptcy Code in the event of a bankruptcy of Delta
Airlines.

The EETC ratings also reflect the integrity of the legal structure
and the liquidity facilities that provide an amount equal to 18
months of interest payments to the certificates at the fixed rate
of interest.

The aircraft collateral that originally supported the EETCs and
ETCs comprised aircraft that included 737-800s, 767-300ERs, 757-
200s, and MD-11s.  Two MD-11 aircraft were included in each ETC
and have subsequently been sold.

While it is likely that most of the remaining aircraft would
continue to be essential flight assets for Delta, it is also
possible that some of the leases associated with the aircraft
might be renegotiated or rejected in the event that Delta files
for Chapter 11.

Fitch's EETC and ETC rating criteria rely on the credit quality of
the underlying obligor, as well as the quality of the collateral
backstopping the transaction.  EETCs are rated from a few to many
notches above the unsecured airline ratings due to structural
features such as liquidity and overcollateralization while ETCs,
with less structural features, are rated only a few notches above
the unsecured airline ratings.

Delta Airlines, whose unsecured debt is rated 'C' by Fitch, is the
third largest U.S. airline in terms of revenue passenger miles
flown.  Delta operates domestic hubs at Atlanta, Cincinnati,
Dallas-Forth Worth, and Salt Lake City.

International gateways are located at Atlanta and New York's JFK
International Airport.  Wholly owned regional airlines Comair and
Atlantic Southeast Airlines, together with contract carriers, feed
traffic into Delta's hubs through short-haul regional jet and
turboprop operations.

The noted ratings were initiated by Fitch as a service to users of
the Fitch Ratings web site, http://www.fitchratings.comand are
based primarily on public information.


DII INDUSTRIES: Court Approves Dominion & Stronghold Settlements
----------------------------------------------------------------
DII Industries, LLC and its debtor-affiliates sought and obtained
United States Bankruptcy Court for the Western District of
Pennsylvania's approval of their settlement agreement with
Halliburton Company and certain insurers including Dominion
Insurance Company Ltd., and Stronghold Insurance Company Ltd.

The Dominion and Stronghold Settlement Agreement effectuates a
full and final settlement that releases and terminates all rights,
obligations, and liabilities that Dominion and Stronghold may owe
to DII Industries, LLC, or Halliburton with respect to:

    * Dominion and Stronghold Insurance Policies,

    * 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;

    * 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

    * numerous lawsuits that currently pending between, among
      others, DII Industries, Harbison-Walker and the Dominion and
      Stronghold Insurers relating to the Dominion/Stronghold
      Insurance Policies and the CIPs,

in consideration of certain monetary payments and other
consideration.

The Dominion and Stronghold 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.

The Dominion and Stronghold Settlement Agreement provides:

    (a) Settlement Payment

        The Dominion and Stronghold Insurers will pay DII
        $5,000,000 and an additional $5,000,000 to the Asbestos PI
        Trust.  The Insurers will, in good faith, use all
        reasonable efforts to diligently pursue recovery from
        their reinsurers for amounts paid to DII.  Dominion and
        Stronghold will pay to the Asbestos PI Trust 60% of any
        and all amounts they receive from their reinsurers.  In no
        event, however, will the amount paid by the Dominion and
        Stronghold Insurers to DII and the Asbestos PI Trust
        collectively exceed $22,500,000.

    (b) Several Liability

        The obligations of the Dominion and Stronghold Insurers
        are several and not joint.

    (c) Releases

        The parties exchange mutual releases.

    (d) Indemnification by Halliburton, DII and Reorganized DII

        Halliburton, DII and the Reorganized DII, jointly and
        severally, will hold the Dominion and Stronghold Insurers
        harmless and provide them a full, uncapped
        indemnification.

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

        The Dominion and Stronghold Insurers will not pursue
        subrogation, equitable or legal indemnity, contribution,
        or reimbursement of the settlement amount from any third
        party.

    (f) Dismissal of the Dominion and Stronghold Coverage Lawsuit

        DII and the Dominion and Stronghold Insurers will dismiss
        without prejudice its claims or cross-claims in the
        Dominion/Stronghold Coverage Lawsuits.

A full-text copy of the Dominion and Stronghold Settlement
Agreement is available for free at:


http://bankrupt.com/misc/Dominion_and_Stronghold_Settlement_Agreement.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)


EQUITY ONE: Stock Purchase Plan Modifications Declared Effective
----------------------------------------------------------------
Equity One, Inc. (NYSE:EQY), an owner, developer and operator of
community and neighborhood shopping centers located in high growth
markets in the southern United States and the Boston,
Massachusetts metropolitan area, has modified its Dividend
Reinvestment and Stock Purchase Plan effective for dividend
reinvestments and stock purchases occurring on or after the
Dec. 31, 2004 investment date.

The modifications include, among other things, a reduction from 1%
to 0% in the discount offered under the plan for purchases of
shares of Equity One's common stock through dividend reinvestment
or optional monthly cash purchases of less than $10,000.  Equity
One will continue to accept requests for waivers of the $10,000
limitation on optional monthly purchases, with the discount, if
any, and the minimum waiver price associated with the granting of
such waiver, to be determined on a case-by-case basis at Equity
One's discretion.  Equity One will maintain the 1% discount for
purchases made on today's investment date.

The offering of these securities is being made only by means of
the prospectus filed with the Securities and Exchange Commission
on Nov. 30, 2004.  A copy of the prospectus describing the plan is
available from Equity One or from American Stock Transfer & Trust
Company, the plan's administrator, or can be downloaded from the
Company's web site -- http://www.equityone.net/-- by accessing
the "DRIP" button under the Investor Relations tab.

                        About the Company

Equity One, Inc. -- http://www.equityone.net/-- is a real estate
investment trust that principally acquires, renovates, develops
and manages neighborhood and community shopping centers anchored
by national and regional supermarket chains and other necessity-
oriented retailers such as drug stores or discount retail stores.
Our 20.1 million square foot portfolio consists of 187 properties
encompassing 132 supermarket-anchored shopping centers, nine drug
store-anchored shopping centers, 40 other retail-anchored shopping
centers, a self-storage facility, an industrial property and four
retail developments, as well as a non-controlling interest in one
unconsolidated joint venture.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 30, 2004,
Moody's Investors Service assigned a credit rating of Aaa to the
senior certificates issued in the Equity One Mortgage Pass-Through
Trust 2004-3, a securitization of subprime fixed-rate and
adjustable-rate residential mortgage loans. In addition, Moody's
assigned ratings ranging from Aa2 to Ba1 to the mezzanine and
subordinate classes of certificates.

According to Moody's analyst Amita Shrivastava, the credit quality
of the underlying loans is weaker than average for subprime
sector. The ratings of the certificates are based primarily on
the credit enhancement available from subordination,
overcollateralization, and excess spread.


GARLIZ INVESTMENTS: Wants to Hire Bush Strout as Counsel
--------------------------------------------------------
Garliz Investments LLC asks the U.S. Bankruptcy Court for the
Eastern District of Washington for permission to employ Bush
Strout & Kornfeld as its counsel in its chapter 11 proceeding.

Bush Strout is expected to:

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

    b) take necessary action to avoid any liens subject to the
       Debtor's avoiding powers;

    c) prepare on behalf of the Debtor all necessary applications,
       answers, orders, reports, and other legal papers; and

    d) perform any and all other legal services for the Debtor
       which may be necessary herein.

James L. Day, Esq., at Bush Strout, discloses that the Debtor paid
his Firm a retainer in the approximate amount of $17,000.  Mr. Day
states that the current hourly rates of his Firm's professionals
ranges from $50 to $375.

To the best of the Debtor's knowledge, Bush Strout is a
disinterested person as that term is defined in Section 101(14) of
the Bankruptcy Code.

Headquartered in Post Falls, Idaho, Garliz Investments LLC,
operates a restaurant.  The Debtor filed for chapter 11 protection
on Nov. 18, 2004 (Bankr. E.D. Wash. Case No. 04-08481).  When the
Debtor filed for protection from its creditors, it listed
$5,792,078 in total assets and $19,280,738 in total debts.


GARLIZ INVESTMENTS: Section 341(a) Meeting Slated for Dec. 17
-------------------------------------------------------------
The United States Trustee for Region 18 will convene a meeting of
Garliz Investments LLC's creditors at 9:45 a.m., on Dec. 17, 2004,
in the Office of the U.S. Trustee, located at the U.S. Courthouse,
920 West Riverside Avenue, Room 561 in Spokane, Washington.  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 Post Falls, Idaho, Garliz Investments LLC,
operates a restaurant.  The Debtor filed for chapter 11 protection
on Nov. 18, 2004 (Bankr. E.D. Wash. Case No. 04-08481).  Gayle E.
Bush, Esq., at Bush Strouth & Kornfeld represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $5,792,078 in total assets and
$19,280,738 in total debts.


GMAC COMMERCIAL: S&P Puts Low-B Ratings on Six Certificate Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to GMAC Commercial Mortgage Securities Inc.'s $1.3 billion
commercial mortgage pass-through certificates series 2004-C3.

The preliminary ratings are based on information as of
Nov. 30, 2004.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflectL

   (1) the credit support provided by the subordinate classes of
       certificates,

   (2) the liquidity provided by the trustee,

   (3) the economics of the underlying loans, and

   (4) the geographic and property-type diversity of the loans.

Classes A-1, A-1A, A-2, A-3, A-4, A-AB, A-5, X-2, A-J, B, C, and D
are currently being offered publicly.  Standard & Poor's analysis
determined that, on a weighted average basis, the pool has a debt
service coverage of 1.60x, a beginning LTV of 90.8%, and an ending
LTV of 79.8%.

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
            GMAC Commercial Mortgage Securities Inc.

           Class         Rating           Amount ($)
           -----         ------           ----------
           A-1           AAA              15,500,000
           A-1A          AAA             351,441,000
           A-2           AAA              28,700,000
           A-3           AAA             137,900,000
           A-4           AAA             266,000,000
           A-AB          AAA              62,731,000
           A-5           AAA             138,600,000
           X-2*          AAA           1,211,142,000**
           A-J           AAA              82,885,000
           B             AA               31,277,000
           C             AA-              14,075,000
           D             A                20,330,000
           E             A-               12,511,000
           F             BBB+             15,639,000
           G             BBB              10,947,000
           H             BBB-             20,330,000
           J             BB+               3,128,000
           K             BB                6,255,000
           L             BB-               4,692,000
           M             B+                4,691,000
           N             B                 3,128,000
           O             B-                3,128,000
           P             N.R.             17,202,921
           X-1*          AAA           1,251,090,921**

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


GMAC MORTGAGE: Fitch Assigns Low-B Rating to 11 Equity Issues
-------------------------------------------------------------
Fitch has taken rating actions on these GMAC Mortgage Corp. home
equity issues:

   Series 2000-CL1

     -- Class M upgraded to 'AAA' from 'A';
     -- Class B upgraded to 'A' from 'BBB';

   Series 2001-CL1

     -- Class M-1 upgraded to 'AAA' from 'AA';
     -- Class M-2 upgraded to 'AA' from 'A';
     -- Class B upgraded to 'A' from 'BBB';

   Series 2002-J2

     -- Class A-2 affirmed at 'AAA';
     -- Class A-3 affirmed at 'AAA';
     -- Class A-4 affirmed at 'AAA';
     -- Class A-40 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 upgraded to 'AAA' from 'AA';
     -- Class M-3 upgraded to 'AA' from 'A';
     -- Class B-1 upgraded to 'A' from 'BBB-';
     -- Class B-2 upgraded to 'BBB' from 'BB';

   Series 2002-J3

     -- Class A-3 affirmed at 'AAA';
     -- Class A-9 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 affirmed at 'AAA';
     -- Class M-3 upgraded to 'AAA' from 'AA';
     -- Class B-1 upgraded to 'AA' from 'BBB';
     -- Class B-2 upgraded to 'BBB' from 'BB';

   Series 2002-J4

     -- Class A-9 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 upgraded to 'AAA' from 'AA';
     -- Class M-3 upgraded to 'AA+' from 'A';
     -- Class B-1 upgraded to 'A+' from 'BBB-';
     -- Class B-2 upgraded to 'BBB' from 'BB';

   Series 2002-J6

     -- Class A-17 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 upgraded to 'AAA' from 'AA';
     -- Class M-3 upgraded to 'AA' from 'A';
     -- Class B-1 upgraded to 'A' from 'BBB-';
     -- Class B-2 upgraded to 'BBB-'from 'BB';

   Series 2002-J7

     -- Class A-4 affirmed at 'AAA';
     -- Class A-6 affirmed at 'AAA';
     -- Class A-7 affirmed at 'AAA';
     -- Class A-8 affirmed at 'AAA';
     -- Class A-9 affirmed at 'AAA';
     -- Class A-15 affirmed at 'AAA';
     -- Class A-16 affirmed at 'AAA';
     -- Class M-1 upgraded to 'AAA' from 'AA';
     -- Class M-2 upgraded to 'AA' from 'A';
     -- Class M-3 upgraded to 'A' from 'BBB';
     -- Class B-1 upgraded to 'BBB' from 'BB';
     -- Class B-2 upgraded to 'BB+' from 'B';

   Series 2003-J1

     -- Class A-2 affirmed at 'AAA';
     -- Class A-3 affirmed at 'AAA';
     -- Class A-4 affirmed at 'AAA';
     -- Class A-5 affirmed at 'AAA';
     -- Class A-6 affirmed at 'AAA';
     -- Class A-7 affirmed at 'AAA';
     -- Class A-8 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B';

   Series 2003-J2

     -- Class A-1 affirmed at 'AAA';
     -- Class A-5 affirmed at 'AAA';
     -- Class A-6 affirmed at 'AAA';
     -- Class A-7 affirmed at 'AAA';
     -- Class A-8 affirmed at 'AAA';
     -- Class A-9 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B';

   Series 2003-J3

     -- Class A-1 affirmed at 'AAA';
     -- Class A-2 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B';

   Series 2003-J4

     -- Class 1-A-1 affirmed at 'AAA';
     -- Class 2-A-1 affirmed at 'AAA';
     -- Class 3-A-1 affirmed at 'AAA';

   Series 2003-J5

     -- Class A-1 affirmed at 'AAA';
     -- Class A-2 affirmed at 'AAA';
     -- Class A-3 affirmed at 'AAA';

   Series 2003-J6

     -- Class A-1 affirmed at 'AAA';
     -- Class A-2 affirmed at 'AAA';
     -- Class A-3 affirmed at 'AAA';
     -- Class A-4 affirmed at 'AAA';
     -- Class A-5 affirmed at 'AAA';
     -- Class A-6 affirmed at 'AAA';
     -- Class A-8 affirmed at 'AAA';
     -- Class A-9 affirmed at 'AAA';

   Series 2003-J7

     -- Class A-1 affirmed at 'AAA';
     -- Class A-2 affirmed at 'AAA';
     -- Class A-3 affirmed at 'AAA';
     -- Class A-5 affirmed at 'AAA';
     -- Class A-6 affirmed at 'AAA';
     -- Class A-7 affirmed at 'AAA';
     -- Class A-8 affirmed at 'AAA';
     -- Class A-9 affirmed at 'AAA';
     -- Class A-10 affirmed at 'AAA';

   Series 2003-J8

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B';

   Series 2003-J9

     -- Class A-1 affirmed at 'AAA';
     -- Class A-1A affirmed at 'AAA';
     -- Class A-2 affirmed at 'AAA';
     -- Class A-3 affirmed at 'AAA';
     -- Class A-4-1 affirmed at 'AAA';
     -- Class A-4-2 affirmed at 'AAA';
     -- Class A-5-1 affirmed at 'AAA';
     -- Class A-5-2 affirmed at 'AAA';
     -- Class A-11 affirmed at 'AAA';
     -- Class A-12 affirmed at 'AAA';
     -- Class A-13 affirmed at 'AAA';
     -- Class A-14 affirmed at 'AAA';
     -- Class A-15 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 affirmed at 'BB';
     -- Class B-2 affirmed at 'B';

   Series 2003-J10

     -- Class A-1 affirmed at 'AAA';
     -- Class A-2 affirmed at 'AAA';
     -- Class A-3 affirmed at 'AAA';

All of the mortgage loans in the aforementioned transactions
consist of 15- and 30-year fixed-rate mortgages extended to sub-
prime and prime borrowers and are secured by first liens on one-
to four-family residential properties.

The upgrades reflect a substantial increase in credit enhancement
relative to future loss expectations and affect $93,074,869 of
outstanding certificates.  The affirmations reflect credit
enhancement consistent with future loss expectations and affect
$2,914,341,044 of outstanding certificates.

Subprime:

As of the November 2004 distribution date, the pool factor
(current mortgage loans outstanding as a percentage of the initial
pool) for the series 2000-CL1 was 15.77%, and the three month
average net excess spread (net monthly losses) stands at $114,055.

Currently, classes M and B are benefiting from 80.7% and 67.7%
credit enhancement respectively, in the form of
overcollateralization -- OC -- and subordination (originally 17.5%
and 11.5%).

As of the November 2004 distribution date, the pool factor for the
series 2001-CL1 was 22.59%, and the three month average net excess
spread stands at $76,202.

Classes benefiting from credit enhancements:

          * M-1, 80.51%,
          * M-2, 48.71%, and
          * B, 23.26%
Prime:

The credit enhancement -- CE -- levels for series 2002-J2 classes
M-2, M-3, B-1 and B-2 have increased by more than 7 times original
CE levels at the closing date (March 27, 2002).

Currently:

          * class M-2 benefits from 6.9% subordination
            (originally 0.9%),

          * class M-3 benefits from 4.22% subordination
            (originally 0.55%),

          * class B-1 benefits from 2.68% subordination
            (originally 0.35%), and

          * class B-2 currently benefits from 1.53%
            subordination (originally 0.2%).

There is currently 12.10% of the original collateral remaining in
the pool.

The CE for series 2002-J3 classes M-3, B-1, and B-2 have increased
by more than 8x original CE levels at the closing date (March 27,
2002).

Currently:

          * class M-3 benefits from 2.53% subordination
            (originally 0.3%),

          * class B-1 currently benefits from 1.69%
            subordination (originally 0.2%), and

          * class B-2 currently benefits from 0.84%
            subordination (originally 0.10%).

There is currently 10.01% of the original collateral remaining in
the pool.

The CE for series 2002-J4 classes M-2, M-3, B-1, and B-2 have
increased by more than 8x original CE levels at the closing (May
30, 2002).

Currently:

          * class M-2 currently benefits from 7.71%
            subordination (originally 0.9%),

          * class M-3 currently benefits from 4.71%
            subordination (originally 0.55%),

          * class B-1 currently benefits from 3% subordination
            (originally 0.35%), and

          * class B-2 currently benefits from 1.71%
            subordination (originally 0.2%).

There is currently 10.86% of the original collateral remaining in
the pool.

The CE for series 2002-J6 classes M-2, M-3, B-1, and B-2 have
increased by more than 8x original CE levels at the closing date
(Sept. 26, 2002).

Currently:

          * class M-2 currently benefits from 7.45%
            subordination (originally 0.9%),

          * class M-3 benefits from 4.55% subordination
            (originally 0.55%), and

          * class B-1 benefits from 2.9% subordination
            (originally 0.35%), and

          * class B-2 currently benefits from 1.66%
            subordination (originally 0.2%).

There is currently 11.48% of the original collateral remaining in
the pool.

The CE for series 2002-J7 classes M-1, M-2, M-3, B-1 and B-2 have
increased by more than 5x original CE levels at the closing date
(Nov. 29, 2002).

Currently:

          * class M-1 currently benefits from 7.8% subordination
            (originally 1.5%),

          * class M-2 currently benefits from 4.68%
            subordination (originally 0.9%),

          * class M-3 currently benefits from 2.87%
            subordination (originally 0.55%),

          * class B-1 currently benefits from 1.83% (originally
            0.35%), and

          * class B-2 currently benefits from 1.05%
            subordination (originally 0.2%).

There is currently 17.85% of the original collateral remaining in
the pool.


HARBORVIEW MORTGAGE: Moody's Rates $5.1M Class B-4 Certs. Ba3
-------------------------------------------------------------
Moody's Investors Service assigned the rating of Aaa to the senior
certificates issued in the HarborView Mortgage Loan Trust 2004-7
securitization of Alt-A adjustable-rate mortgage loans.  Moody's
has also assigned ratings ranging from Aa2 to Ba3 to the
subordinate certificate classes of the same transaction.

According to Navneet Agarwal, a Moody's analyst, the rating
assignments are based primarily on the credit enhancement provided
by subordination, the structural and legal integrity of the
transaction, and the capability of Wells Fargo as the master
servicer.

The overall credit quality of the hybrid adjustable-rate mortgage
loans underlying the Series 2004-7 transactions is comparable to
the average for adjustable-rate Alt-A mortgage loans.  The pool
has a weighted-average FICO score of 727 and a weighted average
LTV of approximately 75.57%.

The complete rating actions are:

Issuer: HarborView Mortgage Loan Trust 2004-7

Master Servicer: Wells Fargo Bank N.A.

   * Class 1-A, $46,451,000, Senior, Variable, rated Aaa
   * Class 2-A-1, $140,000,000, Senior, Variable, rated Aaa
   * Class 2-A-2, $103,000,000, Senior, Variable, rated Aaa
   * Class 2-A-3, $96,257,000, Senior, Variable, rated Aaa
   * Class 3-A-1, $126,356,000, Super Senior, Variable, rated Aaa
   * Class 3-A-2, $14,039,000, Senior Support, Variable, rated Aaa
   * Class 4-A, $110,080,000, Senior, Variable, rated Aaa
   * Class X-1, Notional Balance, Senior, Variable, rated Aaa
   * Class X-2, Notional Balance, Senior, Variable, rated Aaa
   * Class A-R, $100, Senior, Variable, rated Aaa
   * Class B-1, $16,722,000, Subordinate, Variable, rated Aa2
   * Class B-2, $11,944,000, Subordinate, Variable, rated A2
   * Class B-3, $5,800,000, Subordinate, Variable, rated Baa2
   * Class B-4, $5,117,000, Subordinate, Variable, rated Ba3


HCA INC: Moody's Assigns Ba2 Rating to New Bonds & Loans
--------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to HCA's new
$1.25 billion senior unsecured note offering and a Ba2 rating to
HCA's new $750 million senior unsecured, five-year term loan and
$1.75 billion five-year revolver facility.  Proceeds from the
senior note offering were used to refinance a $1.25 billion
short-term bank loan, which was drawn upon to finance a
$2.5 billion share buyback transaction.  In addition, Moody's
affirmed all of HCA's existing long-term debt ratings.

At the same time, Moody's upgraded HCA's speculative grade
liquidity rating to SGL-2 from SGL-3 to reflect the elimination of
refinancing risk associated with the short-term bank loan.

Ratings assigned:

     -- Ba2 $500 million, 5.5% Notes due 2009; and
     -- Ba2 $750 million, 6.375% Notes due 2015;
     -- Ba2 senior unsecured bank facility.

Ratings affirmed:

     -- Ba2 senior unsecured notes;
     -- Ba2 senior implied;
     -- Ba2 issuer rating; and
     -- (P) Ba2 senior unsecured shelf rating.

Rating upgraded:

     -- Speculative grade liquidity rating to SGL-2 from SGL-3

HCA's Ba2 senior unsecured rating reflects an ongoing appetite for
share repurchases, which have been funded by debt issuance, and
uncertain operating trends, balanced by the company's standing as
the largest hospital provider in the nation and its strong
presence in relatively diverse metropolitan markets.

In recognition of slow growth in the sector, the company reduced
its earnings growth target to the low-double digit range from the
mid-teens range in early 2004.  At the same time, HCA announced an
increase in its shareholder dividend program, which -- viewed as a
fixed cash outflow -- also reduces the financial flexibility of
the company.  The company's announcement in October that it would
do an accelerated share buyback program provides concern that the
company is willing to increase debt levels at a time when industry
trends remain uncertain.

From a volume standpoint, both inpatient and outpatient growth
trends remain soft although HCA's focus on investing in outpatient
facilities should help to counter competition on the outpatient
side.  Bad debt expense as a percentage of revenue continues to
remain high.  These expenses have risen due to an increase in
uninsured and underinsured patients, combined with a higher
unemployment in certain areas served by HCA.  Persistent volume
and bad debt trends may place pressure on margins and cash flow.

Reliance on share repurchases in a lower earnings growth
environment that offers limited acquisition opportunities
reinforces Moody's concerns regarding future growth prospects for
the for-profit hospital industry in general, but for HCA in
particular, given its size and its focus on metropolitan markets.
Moody's understands that this transaction is considered "one-time"
in nature; however, because of the possibility of slower earnings
growth and continued lack of acquisition targets, Moody's believes
that HCA may need to continue a share repurchase strategy to grow
shareholder value in the future, which may cause cash flow to debt
ratios to remain at lower levels over an extended period of time.
Following the large buyback transaction, debt to capitalization
ratios will rise to about 70% and will not be consistent with
management's previously articulated year-end 2005 target of
lowering debt to capitalization to the high-40% to low-50% range.
Further, operating and free cash flow to adjusted debt ratios will
likely fall to an estimated 21% and 6%, respectively during fiscal
2005.

Positive factors incorporated in the Ba2 rating include HCA's
position as the largest hospital company in the nation, with a
large portfolio of hospitals providing it with scale and a
relatively high level of market diversity.  In addition, despite
concentration in Texas and Florida, HCA has good market presence
in both its eastern and western groups, with generally favorable
local inpatient market shares.  Medicare inpatient rate increases,
set at full market basket levels, should help to stabilize
reimbursement although the reduction in outlier revenues does
partially offset this rate increase.  Managed care rate increases,
though lower, are expected to remain in the mid-single digit range
over the near-term.  There is the potential, however, for both
Medicare and managed care rate increases to become more
constrained over time.  Following the government investigation,
which began in the late 1990's and ended in 2003, HCA's early
focus on governance practices and establishment of ethics and
compliance programs, is viewed positively.

The stable rating outlook considers steps that management is
taking to address industry-wide pressures and assumes that net
income and earnings growth will improve.  For example, the company
is seeking to institute better triage procedures within its
emergency rooms.  On the expense side, Moody's understands that
management is seeking to control labor costs and reduce costs
associated with new technology.

If HCA is able to show evidence of deleveraging, such that cash
flow from operations and free cash flow to adjusted debt ratios
can be sustained in the mid-20% range and 10-15% range,
respectively, a return to a higher rating level would be
considered.  If HCA engages in very large acquisitions or share
buyback initiatives (beyond its recent transaction) or if volume
trends or reimbursement levels weaken significantly, causing cash
flow to adjusted debt to fall below current levels, the ratings
could be downgraded.

The upgrade to an SGL-2 from an SGL-3 rating reflects the
company's good liquidity position and the recent refinancing of a
$1.25 billion short-term loan, which was recently used to fund the
$2.5 billion stock buyback transaction.  The SGL-2 also considers
HCA's good cash flow capabilities that should be sufficient to
support ongoing operating needs.  However, it is our understanding
that HCA plans to use free cash flow to repay bank revolver loans,
which may result in the need for HCA to redraw on its bank
facility or access the public debt market to refinance about
$500 million in senior notes maturing next June.  In terms of bank
covenants, while HCA should be able to comfortably meet its
interest coverage ratio test, a new debt to capitalization
covenant (set at 75%) may be fairly tight initially.  HCA's assets
are largely unencumbered.

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


HEARING INNOVATIONS: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Hearing Innovations, Inc.
        1938 New Highway
        Farmingdale, New York 11735

Bankruptcy Case No.: 04-87543

Type of Business:  The Company develops ultrasonic hearing
                   devices for the profoundly deaf and people
                   suffering from tinnitus.

Chapter 11 Petition Date: November 30, 2004

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Jeffrey A Wurst, Esq.
                  Matthew V. Spero, Esq.
                  Ruskin Moscou Faltischek PC
                  East Tower, 15th Floor
                  190 EAB Plaza
                  Uniondale, New York 11556
                  Tel: (516) 663-6535

Total Assets:    $50,010

Total Debts:  $1,733,569

Debtor's 16 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Misonix, Inc.                                  $53,558
1938 New Highway
Farmingdale, New Hampshire 11735

Quadna, Inc.                                   $26,627
Goetz Fitzpatrick LLP
One Pennsylvania Plaza
New York, New York 10119-0196
Attn: C. Hrycyn, Esq.

Rothwell, Figg, Ernst & Mnbec                  $13,091
1425 K Street Northwest, Suite 800
Washington, District of Columbia 20005
Attn: Robert Brockman, Esq.

Ralph's Transfer & Storage Company              $1,803

Capital Resource Credit / GN Resound NA         $1,040

Newsday, Inc.                                     $564

Official Offset Corporation                       $550

Delaware Secretary of State                       $513

McQuire Hearing Aids                              $510

American Tinnitus Association                     $481

Office Depot, Inc.                                $163

MCI Communication Service                         $142

DHL Express (USA), Inc.                            $85

Airborne Express                                   $85

FJS Industries                                     $79

Arizona Department of Revenue                      $15


HUNTSMAN LLC: Moody's Affirms Low-B & Junk Ratings
--------------------------------------------------
Moody's Investors Service affirms the ratings of:

   * Huntsman LLC (senior implied at B2 - HLLC),

   * Huntsman International Holdings LLC (senior implied at B2 -
     HIH),

   * Huntsman International LLC (senior unsecured at B3 - HI), and

   * Huntsman Advanced Materials LLC (senior implied at B2
     Advanced Materials)

and changed the outlooks to developing.

The rating action follows Huntsman Corporation's announcement, on
November 24th, that it has filed a registration statement with the
Securities and Exchange Commission for a proposed initial public
offering of its common stock.  HC is the new holding company
(currently unrated by Moody's) that will own or control the
existing Huntsman companies.  Moody's expects HC to raise
approximately $1.25 billion in net proceeds from the IPO offering,
which HC will use to repay indebtedness at various subsidiaries.
In addition, a portion of the proceeds from any exercise of the
underwriter's over-allotment option maybe used to further reduce
outstanding indebtedness.  Moody's also believes that, subject to
improvements in cash flow, further reductions in indebtedness are
likely.  Existing Huntsman stockholders are also expected to
participate in the offering and HC will not benefit from these
secondary sale proceeds.  Moody's believes the Huntsman family
will continue to have effective control of the new public
corporation.

Ratings affirmed:

   -- Huntsman LLC

      * Guaranteed senior secured revolving credit facility,
        $350 million due 2009 -- B1

      * Guaranteed senior secured term loan B, $715 million due
        2010 -- B2

      * Guaranteed senior secured notes, $451 million due 2010
        -- B2

      * Guaranteed senior unsecured notes, $300 million due 2012
        -- B3

      * Guaranteed senior unsecured floating rate notes,
        $100 million due 2011 -- B3

      * Senior Implied - B2

      * Issuer Rating - Caa1

   -- Huntsman International Holdings LLC

      * Guaranteed senior secured revolving credit facility,
        $375 million due 2008 -- B1

      * Guaranteed senior secured multi currency facility,
        $50 million due 2008 -- B1

      * Guaranteed senior secured term loan B, $1,367 million due
        2010 -- B1

      * Approximately $479 million accreted value senior discount
        notes, due 2009- Caa2

      * Senior Implied - B2

      * Issuer Rating -- Caa2

   -- Huntsman International LLC

      * Guaranteed senior secured revolving credit facility,
        $375 million due 2008 -- B1

      * Guaranteed senior secured multi currency facility,
        $50 million due 2008 -- B1

      * Guaranteed senior secured term loan B, $1,367 million due
        2010 -- B1

      * Guaranteed senior unsecured notes, $150 million due 2009
        -- B3

      * Guaranteed senior unsecured notes, $300 million due 2009
        -- B3

      * Senior subordinated notes, $1.2 billion due 2009 -- Caa1

   -- Huntsman Advanced Materials LLC

      * Guaranteed senior secured notes, $250million due 2010
        -- B2

      * Guaranteed senior secured floating rate notes,
        $100 million due 2008 -- B2

      * Senior Implied -- B2

      * Issuer Rating -- Caa1

Currently the only debt, rated by Moody's, that has been
identified in the Form S-1 filing (the filing is not yet
effective) for reduction includes approximately $527.8 million to
redeem in full HIH's 13.375% Senior Discount Notes due 2009;
approximately $177.9 million to repay $159.4 million in aggregate
principal amount of HLLC's 115/8% Senior Secured Notes due 2010.
Total debt at the HC level Pro Forma for the IPO may drop to
approximately $5.1 billion from $6.2 billion.  There will also be
substantial debt reduction at the HMP Equity Holdings Corporation
entity.

The change in outlook reflects the potential effect of the IPO on
the debt profile of the company, and the possibility for changes
in HC financial policies (which may include additional debt
reduction) as a result of partial public ownership.  The
completion of the IPO could have a positive impact on ratings, but
only if Moody's believes that there are sufficient prospects for
continued improvement in the operating performance of the various
entities given the recent strength in business fundamentals.
Specifically, the company will need to demonstrate sustainable
profitability and free cash flow generation, which has improved
but is still relatively weak, as a source for reducing the
companies cash debt obligations.  In addition, the allocation of
IPO proceeds for debt reduction among the various entities may
have different effects on ratings, depending on prospects for
future cash generation at the various rated entities.  Moody's
notes that HC's principal operating subsidiaries, HIH, HLLC and
Advanced Materials, are currently financed separately from each
other, and the debt instruments of each such subsidiary limit HC's
ability to allocate cash flow or resources from one subsidiary,
and its related group of subsidiaries, to another subsidiary
group.  For this reason Moody's rates these companies primarily on
a stand-alone basis.  Moody's does not expect that debt at
Advanced Materials, for example, is likely to directly benefit in
the near term from the IPO.  Any upward pressure on Advanced
Materials rating would likely result from an improved operating
outlook and reflect a meaningful change in the group's financial
philosophy.

Huntsman Corporation is a global manufacturer of differentiated
and commodity chemical products.  HC's products are used in a wide
range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and
non-durable consumer products, electronics, medical, packaging,
paints and coatings, power generation, refining and synthetic
fiber industries.  HC had pro forma revenues for the nine months
ended September 30, 2004 and the year ended December 31, 2003 of
$8.4 billion and $9.3 billion, respectively.


IESI CORP: S&P Places B+ Corporate Credit Rating on CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on IESI Corp. on CreditWatch
with developing implications.

Forth Worth, Texas-based IESI had about $375 million of total debt
outstanding at Sept. 30, 2004.

"The CreditWatch placement follows the public announcement that
BFI Canada Income Fund will acquire IESI in a transaction valued
at approximately C$1.1 billion," said Standard & Poor's credit
analyst Franco DiMartino.

The transaction, which is subject to unitholder and regulatory
approval, is expected to close by the end of January 2005. If the
acquisition by the smaller BFI Canada is completed as proposed,
the ratings on IESI could be lowered as the company would
ultimately be owned by an income fund.  This ownership could
result in more aggressive financial policies, including the
regular distribution of excess cash flow to unitholders.
Conversely, the ratings could be affirmed or raised if the
financing plan and added scale and geographic diversity are
determined to more than offset the aggressive financial policies
of the income fund.  Specifically, a meaningful reduction in debt
leverage of the consolidated entity through the proposed sale of
equity units in conjunction with the acquisition could result in
an affirmation or an upgrade.

Standard & Poor's will resolve the CreditWatch listing as more
information is available regarding the proposed financing and
following a review of the business profile and financial policies
of BFI Canada.  Standard & Poor's expects that IESI's existing
bank debt and subordinated notes will be refinanced upon a
material change of control.

IESI, with sales of almost $320 million, is a private solid-waste
company providing collection, recycling, transfer, and disposal
services.  With operations located exclusively in the South and
Northeast, the company serves more than 600,000 residential,
commercial, and industrial customers.


INTERDENT SERVICE: Moody's Rates Planed $80M Sr. Secured Notes B3
-----------------------------------------------------------------
Moody's Investors Service assigned rating B3 rating to InterDent
Service Corporation's proposed $80 million senior secured notes.
Moody's also assigned a senior implied rating of B3 and a senior
unsecured issuer rating of Caa1 to InterDent.  he rating outlook
is stable.

These are the ratings assigned:

   * 80 Senior Second Lien Secured Notes, due 2011, rated B3

   * Senior Implied Rating, rated B3

   * Senior Issuer Rating, rated Caa1

The rating outlook is stable

The rating assignment reflects:

   (1) the company's recent emergence from Chapter 11,

   (2) low quality asset base,

   (3) third party payer reimbursement risk,

   (4) geographic concentration,

   (5) high leverage,

   (6) low margins,

   (7) lack of control over the practice of dentistry of its
       affiliated dental practices, and

   (8) risks inherent in its de novo development strategy.

The company continues to be negatively impacted by a high, but
declining rate of turnover among its affiliated dentists as well
continued soft economic trends in some of its markets.

Factors mitigating these concerns include:

   (1) an attractive operating model for both dentists and their
       patients,

   (2) stable demand for dental services,

   (3) recurring revenue and cash flow from its core patient base,

   (4) minimal amount of capital expenditures to support growth,
       and

   (5) proprietary internet based management systems that optimize
       staffing and patient scheduling, billing, and collections.

Additional factors supporting the rating include:

   (1) a new branding and marketing campaign to drive higher
       patient volume,

   (2) a shift in strategy away from acquiring existing practices
       to opening new centers at a modest pace, and

   (3) an improved cost structure emanating from the company's
       restructuring plan.

In spite of the listed credit strengths, Moody's is concerned with
the continued decline in net patient revenues.  Somewhat
offsetting this risk is that management has lowered practice
operating expenses through rationalizing the network of affiliated
offices, and reduced corporate selling, general, and
administrative expenses, resulting in expanding operating margins
and higher free cash flow in the first nine months of 2004
compared to the same period in 2003.

The stable outlook anticipates that the company will continue to
control operating expenses and leverage fixed costs, and grow
revenues by opening new centers and increase patient volume at
existing centers through branding, marketing and advertising.
With limited incremental capital required to support future
growth, increased profitability should translate into higher free
cash flow generation and debt reduction over time, improving debt
coverage statistics.  There is a risk, however, that pricing
pressure from third party payers, continued softness in its
markets, and possible higher than anticipated losses on new
centers could inhibit the company's recent progress and prevent an
improvement in the company's credit metrics.

InterDent Services Corporation is expected to issue $80 million
senior secured notes, due 2011.  It is expected that InterDent
will use the proceeds to purchase the company from the DDJ
Capital.  The company will also refinance existing debt and cancel
its capital leases.  InterDent Inc. will also issue a new
$3.5 million pay in kind senior preferred stock to Levine
Leichtman Capital Partners, the new majority shareholder.

The B3 rating on the senior secured notes reflects the security of
a second-priority lien on substantially all of the company's
assets including the capital stock of subsidiaries and a guarantee
by InterDent, Inc., the parent company, as well.  The rating on
the senior secured notes are at the same level as the senior
implied rating because it accounts for the predominance of
outstanding debt, excluding the first lien $10 million senior
revolving credit facility.  While the assets of the subsidiaries
are not included in the guarantee, the majority of the company's
assets rest at the issuer level.  The Caa1 senior unsecured issuer
rating considers the subordination to the senior secured notes as
well as the absence of any guarantee or security supporting this
class of debt, the senior unsecured rating is a hypothetical
rating that would be applied to any future issuance of senior
unsecured debt based on the company's existing capital structure

Following the issuance of notes and the purchase of the company by
minority shareholder, leverage will increase considerably as the
ratio of long-term debt to total capital will expand from 28% to
almost 70%.  Despite the higher level of debt associated with this
transaction, adjusted cash flow from operations to adjusted debt
is expect to expand from 5.6% to over 8% based on an improvement
in operating earnings during the past year.  This metric is
expected to continue to improve in the next two years.

InterDent Service Corporation provides practice management
services to multi-specialty group dental practices in the U.S.
The company's network of affiliated dental practices provides a
full range of general dental and specialty dental services.  The
company does not engage in the practice of dentistry but works
with affiliated dental practices to provide dental services to
their patients.  The company enters into exclusive management
services agreements with these affiliated dental practices where
InterDent provides management and administrative services such as
purchasing, payroll, marketing, education, training and management
information systems.  As of September 2004, InterDent provided
management services to 124 practices employing 700 general
dentists, specialty dentists and hygienists in Arizona,
California, Hawaii, Kansas, Nevada, Oklahoma, Oregon and
Washington.  For the twelve months ended September 30, 2004, the
company reported $212.5 million in revenue and $19.4 million in
adjusted EBITDA.


INTERSTATE BAKERIES: Glenview & Triage Join Ad Hoc Equity Panel
---------------------------------------------------------------
Amy E. Rush, Esq., at Sonnenschein Nath & Rosenthal, LLP, informs
the Court that on November 15, 2004, two new equity holders of
Interstate Bakeries Corporation joined the Ad Hoc Equity
Committee:

   (1) Glenview Capital Management
       399 Park Avenue
       39th Floor
       New York, New York; and

   (2) Triage Capital Management, LP
       401 City Avenue
       Suite 526
       Bala Cynwyd, Pennsylvania

Glenview holds about 1,875,000 shares of Interstate Bakeries'
outstanding common stock while Triage has about 300,000 shares.

Ms. Rush further discloses that The Capital Group Companies has
reduced its holding in Interstate Bakeries to 2,588,300 shares.

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)


IWO HOLDINGS: Soliciting Votes for Chapter 11 Prepack
-----------------------------------------------------
IWO Holdings, Inc., a PCS affiliate of Sprint (NYSE:FON), has
commenced a solicitation of votes from the holders of its 14%
Senior Notes due 2011 in support of a pre-packaged Chapter 11 plan
of reorganization.

Pursuant to the proposed Chapter 11 plan:

     (i) IWO will repay in full its outstanding senior credit
         agreement debt in the aggregate principal amount of
         $215,000,000;

    (ii) its outstanding Senior Notes in the aggregate principal
         amount of $160,000,000 will be exchanged for all of the
         new common stock of IWO;

   (iii) all other general unsecured claims will be unimpaired and
         paid in full; and

    (iv) the existing common stock of IWO, all of which is owned
         by US Unwired Inc., will be cancelled.

IWO has entered into a lock-up agreement with holders of
approximately 68% of the outstanding principal amount of its
Senior Notes pursuant to which they have agreed to vote in support
of the Chapter 11 plan.  In connection with the Chapter 11 plan, a
newly formed corporation which will be merged into IWO upon
consummation of the plan anticipates issuing $225,000,000 in
aggregate proceeds of new notes.  The proceeds of such new notes
would be used primarily to repay IWO's senior credit agreement
debt.  If IWO receives the requisite votes from the holders of its
Senior Notes, it intends to effectuate the proposed pre-packaged
Chapter 11 plan of reorganization pursuant to a filing under the
Bankruptcy Code in late December 2004 or early January 2005.

Consummation of the plan would be subject to, among other things,
obtaining such new financing and IWO entering into certain
amendments to its agreements with Sprint PCS, and settling certain
pending disputes with Sprint PCS.  IWO has entered into a non-
binding letter of intent with Sprint PCS concerning such
amendments and settlement.

                        About the Company

IWO Holdings, Inc., through its Independent Wireless One
Corporation subsidiary, is a PCS affiliate of Sprint. IWO provides
mobile digital wireless personal communications services, or PCS,
under the Sprint and Sprint PCS brand names in upstate New York,
New Hampshire (other than Nashua market), Vermont and portions of
Massachusetts and Pennsylvania.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 02, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
rating on wireless telecommunications carrier IWO Holdings Inc. to
'D' from 'CC'.  The senior unsecured debt rating was lowered to
'D' from 'C'.  These actions follow IWO's failure to make the
July 15, 2004 interest payment on its 14% senior notes due 2011,
as indicated in the company's form 10-Q for the quarter ended
June 30, 2004.  IWO anticipates seeking protection under Chapter
11 in 2004 and had $352.5 million debt outstanding as of June 30,
2004.

IWO is an affiliate of Sprint PCS, serving about 226,000 customers
in smaller markets in the Northeast, and is a wholly owned
subsidiary of US Unwired Inc. (CCC+/Postive/--). Restrictions in
US Unwired's debt instruments prohibit US Unwired from providing
financial support to IWO, and IWO creditors have no recourse to
assets of US Unwired. There is no rating impact on US Unwired from
IWO's default.

"IWO's financial distress stems from elevated debt levels and weak
liquidity caused by negative discretionary cash flow incurred
during the company's wireless network construction and business
start-up period," said Standard & Poor's credit analyst Eric Geil.
"Heavy industry competition and IWO's relatively late entry into
the wireless business have impeded operating cash flow growth
needed to support the leveraged capital structure, and interest
coverage remains fractional." Although the company has curtailed
capital expenditures for network construction, including cell
sites required to meet requirements under the Sprint PCS affiliate
agreement, free cash flow is still negative. Given the importance
of IWO's network to Sprint PCS's national network coverage, IWO's
positive subscriber and revenue momentum, and a record of
successful financial reorganizations of other Sprint PCS
affiliates, it is likely that IWO will restructure its balance
sheet and continue operating.


JAPAN PACIFIC: Wants to Hire Gronek & Latham as Bankruptcy Counsel
------------------------------------------------------------------
Japan Pacific Trading Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Middle District of Florida for
permission to retain Gronek & Latham, LLP, as its general
bankruptcy counsel.

Japan Pacific tells the Court that it has employed Gronek & Latham
since September 24, 2004, in connection with the preparation and
filing of its chapter 11 case.

Gronek & Latham is expected to:

   a) provide advise with regards to the Debtors' rights and
      duties as debtors-in-possession in its chapter 11 case;

   b) prepare pleadings related to the Debtors' chapter 11 cases,
      including a disclosure statement and plan of reorganization;
      and

   c) take all necessary actions that are incident to the proper
      preservation and administration of the Debtors' estate.

R. Scott Shuker, Esq., a Member at Gronek & Latham, discloses that
the Firm received a prepetition fee of $20,000 for its prepetition
services and a postpetition retainer of $80,000.

Gronek & Latham did not yet include its hourly rates for its
professionals when the Debtors submitted their motion to the Court
to employ the Firm as their bankruptcy counsel.

Gronek & Latham assures the Court that it does represent any
interest adverse to the Debtors or their estate.

Headquartered in Groveland, Florida, Japan Pacific Trading Corp.
and its debtor-affiliates filed for chapter protection on October
7, 2004, (Bankr. M.D. Fla. Case No. 04-11049). When the Debtor
filed for protection from its creditors, it listed estimated
assets of $1 million to $10 million and estimated debts of $10
million to $50 million.


JAPAN PACIFIC: U.S. Trustee Appoints Chapter 11 Examiner
--------------------------------------------------------
Felicia S. Turner, the United States Trustee for Region 21
appointed Michael Moecker as the Chapter 11 Examiner for the
estate of Japan Pacific Trading Corporation and its debtor-
affiliates upon the orders of the U.S. Bankruptcy Court for the
Middle District of Florida.

The Court's order is based on the separate motions filed by Tina
Finkler and Chiu Associates, LP's Notice of Joinder to Appoint
Trustee and Yasuhiko Tominaga's Motion to Appoint Chapter 11
Trustee. Tina Finkler, Chiu Associates LP and Yasuhiko Tominaga
are three of the Debtors' unsecured creditors.

The Court denied the creditors' motions on November 23, 2004, and
instead ordered the U.S. Trustee to appoint a Chapter 11 Examiner
with the authority, responsibility and power to investigate and
report on the Debtor, any entity owned or controlled by the Debtor
or its principals.

Mr. Moecker's duties as defined by the Court is to:

   a) investigate the acts, conducts, assets, liabilities, and
      financial condition of the Debtors' and their potential for
      any reorganization; and

   b) assume financial control and supervision of the operations
      of the Debtors' businesses.

Mr. Moecker would be entitled to compensation from the Debtors'
estate pursuant to Section 330 of the Bankruptcy Code and upon
approval by the Court.

Mr. Moecker can be contacted at:

    Michael Moecker
    P.O. Box 1757
    Mt. Dora, Florida 32756
    Phone No.: 352-385-0310
    Fax No.: 352-385-0312

Mr. Moecker assures the Court that he does not represent any
interest adverse to the Debtors or their estate.

Headquartered in Groveland, Florida, Japan Pacific Trading Corp.
and its debtor-affiliates filed for chapter protection on Oct. 7,
2004, (Bankr. M.D. Fla. Case No. 04-11049). R. Scott Shuker, Esq.,
at Gronek & Latham LLP, represent the Debtors in their
restructuring.  When the Debtor filed for protection from its
creditors, it listed estimated assets of $1 million to $10 million
and estimated debts of $10 million to $50 million.


KISMET PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Kismet Products, Inc.
        c/o William P Gibbons
        1525 Leader Building
        526 Superior Avenue
        Cleveland, Ohio 44114

Bankruptcy Case No.: 04-25167

Type of Business: The Debtor manufactures custom extruded
                  rubber products and silicone viton products.
                  See http://www.kismetproducts.com/

Chapter 11 Petition Date: November 30, 2004

Court: Northern District of Ohio (Cleveland)

Judge: Pat E. Morgenstern-Clarren

Debtor's Counsel: Mary Ann Rabin, Esq.
                  Rabin & Rabin Co., L.P.A.
                  55 Public Square, Suite 1510
                  Cleveland, OH 44113
                  Tel: 216-771-8084
                  Fax: 216-771-4615

Total Assets: $1,881,092

Total Debts:  $4,335,376

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
RBX, Industries, Inc.         Materials                 $352,000
PO Box 79113
Baltimore, MD 21279

North American Benefits       Insurance claims          $264,053
19800 Detroit Road
Rocky River, OH 44116

Dyna-Mix Inc.                 Materials                 $247,450
P.O. Box 841469
Dallas, TX 75284

Deming V, LLC                 Unpaid rent for           $205,374
                              3767 Lane Road,
                              Perry, Ohio

Kardoes Rubber Company        Materials                 $133,116

GE Silicones                  Materials                 $128,200

Dow Corning STI               Materials                 $110,970

Preferred Rubber Compound     Materials                 $102,397

LMI Custom Mixing LLC         Materials                  $97,517

Cri-Sil Silicone              Materials                  $86,625
Technology, LLC

PolyOne Elastomers            Materials                  $59,431

Shinor Silicones Inc.         Materials                  $57,080

OMNI-SIL                      Materials                  $36,886

Georgia Department of Lab                                $30,605

J Supply Company of Rome      Materials                  $23,714

Arthur J. Gallagher & Co.     Insurance                  $21,065

Corporate Billing, Inc.       Freight                    $20,856

Bureau of Workers Comp.       Premiums                   $19,126
State Insurance Fund
Corporate Processing
Department

PPP, Inc.                     Materials                  $18,287

Six Flags Sales, Inc.                                    $17,792


LCM II: Moody's Assigns Ba2 Ratings to Classes E-1 & E-2 Notes
--------------------------------------------------------------
Moody's assigned these ratings to five Classes of Notes issued by
LCM II Limited Partnership, LCM II Corp and LCM II Ltd:

   * Aaa to U.S. $277,000,000 Class A Floating Rate Senior Secured
     Notes Due 2016;

   * Aa2 to U.S. $10,750,000 Class B Floating Rate Senior Secured
     Notes Due 2016;

   * A2 to U.S. $13,500,000 Class C Floating Rate Deferrable
     Interest Notes due 2016;

   * Baa2 to U.S. $21,000,000 Class D Floating Rate Deferrable
     Interest Notes Due 2016;

   * Ba2 to U.S. $4,800,000 Class E-1 Floating Rate Deferrable
     Interest Notes Due 2016; and

   * Ba2 to U.S. $4,200,000 Class E-2 Fixed Rate Deferrable
     Interest Notes Due 2016.

Moody's ratings reflect the quality of the collateral pool, the
enhancement afforded the senior classes by the capital structure,
the legal documentation of the transaction, and its review of the
collateral manager's prior experience and capacity to manage the
portfolio.  LCM II is managed by Lyon Capital Management LLC and
is backed primarily by senior secured loans.


LNR CFL: Fitch Puts Low-B Ratings on Six 2004-CFL Securities
------------------------------------------------------------
LNR CFL 2004-1 LTD., series 2004-CFL, commercial mortgage-backed
securities (CMBS) resecuritization notes are affirmed:

     -- $10,696,000 class I-1 'A+';
     -- $1,884,000 class I-2 'A';
     -- $3,518,000 class I-3 'A';
     -- $3,161,000 class I-4 'A-';
     -- $3,160,000 class I-5 'BBB+';
     -- $3,161,000 class I-6 'BBB';
     -- $3,161,000 class I-7 'BBB-';
     -- $3,673,000 class I-8 'BB+';
     -- $7,827,000 class I-9 'BB+';
     -- $4,698,000 class I-10 'BB+';
     -- $2,611,000 class I-11 'BB+';
     -- $2,610,000 class I-12 'BB+';
     -- $242,972 class I-13 'BB+'.

The rating affirmations follow Fitch's affirmation of SASCO 1996-
CFL after the dispostion of the largest loan in the transaction
and the resulting realized losses.  LNR CFL 2004-1 is
collateralized by a portion of class I in SASCO 1996-CFL.

Classes G, H, and I were affirmed while the remaining classes have
either paid in full or are not rated by Fitch.


ML CBO: Moody's Junks Class A Notes After Review
------------------------------------------------
Moody's Investors Service concluded its review and has lowered its
rating on the U.S.$160,000,000 Class A Floating Rate Senior
Secured Notes due 2009 issued by ML CBO VIII (Cayman) Ltd.  As a
result of the action, the Class A Notes (previously rated B3 on
the Watchlist for Downgrade) are rated Caa2.

According to Moody's, the current rating action was taken
primarily in consideration of the prospective returns expected to
be realized by investors in the notes from the underlying
collateral pool.  Moody's noted that per the trustee report dated
October 23, 2004, all of the Overcollateralization Ratio Tests
were reported as failing (the reported Class A test ratio was at
79.6%).  While the failed tests and the end of the reinvestment
period have caused excess interest and principal amounts to be
allocated to amortize the Class A Notes, it is Moody's assessment
that the issuer's portfolio represents a diminished level of asset
collateralization relative to the outstanding payment obligations.

Moody's also noted that the collateral pool continues to be
exposed to credit quality risks and decreasing diversification.
As of the October 23, 2004 trustee report, the Maximum Rating
Distribution (includes defaulted securities at par and with a
Rating Factor of 10,000) of the collateral pool was 5565, and
51.7% (includes defaulted securities) of the collateral pool was
rated Caa1 or lower. In the same report, the pool was reported as
being comprised by 44 assets with a Diversity Score of 16.4.

Rating Action:       Downgrade

Issuer:              ML CBO VIII (Cayman) Ltd.

Tranche Description: U.S.$160,000,000 Class A Floating Rate Senior
                     Secured Notes due 2009

Current Rating:      Caa2

Prior Rating:        B3 (on the Watchlist for Downgrade)


MORTGAGE ASSET: Fitch Puts Low-B Ratings on Classes B-4 & B-5
-------------------------------------------------------------
Mortgage Asset Securitization Transactions, Inc. $359.8 million
mortgage pass-through certificates series 2004-11, MASTR Asset
Securitization Trust 2004-11, is rated:

     -- $350.2 million classes 1-A-1, 2-A-1, 3-A-1, 4-A-1
        through 4-A-5, 5-A-1 through 5-A-5, 15-PO, 30-PO, 15-A-
        X, 30-A-X, A-LR, and A-UR (senior certificates) 'AAA';

     -- $5,765,000 class B-1 'AA';

     -- $1,622,000 class B-2 'A';

     -- $1,081,000 class B-3 'BBB';

     -- $540,000 privately offered class B-4 'BB';

     -- $541,000 privately offered class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 2.80%
subordination provided by:

          * the 1.60% class B-1,
          * the 0.45% class B-2,
          * the 0.30% class B-3,
          * the 0.15% privately offered class B-4,
          * the 0.15% privately offered class B-5, and
          * the 0.15% privately offered class B-6 (not rated by
            Fitch) certificates.

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

The trust will consist of five asset groups.  The certificates
whose class designation begins with 1 through 5 correspond to
Groups 1 through 5, respectively.  Additionally, the class 15-A-X
certificates represent interests in loan Group 1, Group 2, and
Group 3; the class 30-A-X and 30-PO certificates represent
interests in loan Group 4 and Group 5.

The class 15-PO, A-LR, and A-UR certificates represent interest in
loan Group 1.

In certain limited circumstances, principal and interest collected
from loans in a loan group may be used to pay principal or
interest, or both, to the senior certificates related to one or
more of the other loan groups.

The five groups in the aggregate contain 703 conventional, fully
amortizing 15- to 30-year fixed-rate mortgage loans secured by
first liens on one- to four-family residential properties with an
aggregate scheduled principal balance of $360,343,225.  The
average unpaid principal balance of the aggregate pool as of the
cut-off date (Nov. 1, 2004) is $517,789.

The weighted average original loan-to-value ratio -- OLTV -- is
67.34%.  The weighted average credit score of the borrowers is
733.  Approximately 36.4% of the pool was originated under a
reduced (non Full/Alternative) documentation program.  Second
homes and investor occupancies represent 6.38% and 0.44% of the
pool, respectively.

The weighted average mortgage interest rate is 5.857% and the
weighted average remaining term to maturity -- WAM -- is 283
months.  The states that represent the largest portion of the
aggregate mortgage loans are:

          * California (36.47%),
          * New York (13.35%), and
          * Texas (6.09%).

All the 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.  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

Mortgage Asset Securitization, a special purpose corporation,
deposited the loans into the trust, which issued the certificates.
U.S. Bank National Association will act as trustee.  For federal
income tax purposes, elections will be made to treat the trust
fund as multiple real estate mortgage investment conduits.


NATIONAL ENERGY: Deadline to Object to Cure Amounts is Friday
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland fixes
December 3, 2004, as the objection deadline for cure amounts with
respect to executory contracts to be assumed under National Energy
and Gas Transmission, Inc.'s reorganization plan.

The Notice of Cure Amount, which lists the amounts NEG believes
are due and owing to cure any defaults under the applicable
Executory Contract, will be served via first-class mail to the
affected parties.

A full-text copy of NEG's schedule setting forth the Cure Amounts
is available for free at:

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

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)


NEWMARKET CORP: S&P Upgrades Corporate Credit Rating to BB-
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on NewMarket
Corp.  The outlook is stable.

The corporate credit rating and senior secured bank loan rating
were raised to 'BB-' from 'B+'.  The senior unsecured debt rating
was raised to 'B+' from 'B-'.

NewMarket, based in Richmond, Virginia, is a multinational
manufacturer of fuel and lubricant additive products and has about
$230 million of debt outstanding.

"The upgrade reflects NewMarket's strengthening financial profile
following continued debt reduction and improvement in operating
results, and the likelihood that credit quality will be sustained
at current levels despite the possibility of future moderate-size
acquisitions," said Standard & Poor's credit analyst George
Williams.

Debt leverage measures are strong for the rating, aided by good
free cash generation from the company's core operations, but
ratings are constrained by a relatively narrow scope of business
operations and aggressive financial policies that favor growth
through acquisitions.

The ratings indicate NewMarket's (formerly Ethyl Corp.) below-
average business profile attributable to its focus on the highly
competitive global petroleum additives industry, exposure to
volatile raw-material costs, and the vagaries of economic cycles.
These factors are somewhat offset by well-entrenched market
positions in niche product areas and good cash flow generation
that has contributed to meaningful debt reduction.

Petroleum additives improve the performance of fuels, automotive
crankcase oils, transmission and hydraulic fluids, and industrial
engine oils.  Research and development costs are significant to
meet new product specifications required by auto and diesel engine
manufacturers.  A major factor in the company's overall sales and
earnings decline since the late 1990s has been the market
deterioration of one of its key businesses -- engine-oil
additives, the high-volume motor oil portion of the petroleum
additives segment.  Overcapacity in the engine-oil additives
industry and the considerable pricing leverage of the
consolidating oil industry have made it difficult to obtain
satisfactory price increases, and the industry is characterized by
low to no growth.  To return the engine-oil product line to
profitability following significant customer account losses,
NewMarket downsized those operations in 2001.


NOVELIS INC: Moody's Puts Ba2 Rating on $2B Sr. Secured Facilities
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Novelis's
senior secured, guaranteed $2.0 billion in bank facilities.  In
related rating actions, Moody's assigned a Ba3 senior implied
rating, a B2 senior unsecured issuer rating and a speculative
grade liquidity rating of SGL-2.  The rating outlook is stable.

This is the first time Moody's has rated Novelis, which is the
company formed from Alcan Inc.'s rolled products business.  Debt
to be raised to fund the spin-off totals $2.8 billion, of which
$1.5 billion will be senior secured guaranteed bank term loans,
with the balance to be provided from a bond issuance.  Closing of
the transaction is not anticipated until early January 2005 and
until such time as a bond is issued, the $1.3 billion portion will
be met by a sellers note from Alcan, structured on terms and rates
which would reasonably approximate a bond issue.  The ratings
assume that Novelis will deliver unqualified audited financial
statements prior to closing of the transaction and that the
transaction will close in the amounts and along the terms as
presented.

The senior implied rating reflects the relatively high degree of
leverage under which Novelis will initially be operating and the
time frame over which meaningful debt reduction could be
accomplished, given Moody's expectation that free cash flow will
be limited, although positive in the early years.  An additional
factor in the rating is the sensitivity of earnings to volume
levels, given the level of fixed costs in the company's business
and the potential for volume contraction in a declining market.

The rating also considers the substantive size of Novelis in the
rolled products market as evidenced by its fiscal 2003 shipments
of 2.8 million tons and revenues of $6.2 billion, its global
breadth, with operations in Canada, the United States, Europe and
Asia, and its dominant market positions in the key areas served:
can sheet, transportation, construction and industrial, and foil
products.  Novelis's contract positions in markets served and raw
material sourcing availability are further rating considerations.
While Moody's views favorably the business and operational
position that Novelis will command in the aluminum rolled products
industry, the level of debt and interest carrying costs are the
key drivers in the rating, given the nature of this business,
which Moody's perceives as relatively stable from a cash flow
generation perspective but limited as to upside growth potential
due to industry pricing dynamics.

The stable outlook reflects Novelis' well-placed business position
in the aluminum rolled products industry and the likelihood that
operating and earnings performance over the next 12-15 months
should continue sound given the favorable industry conditions that
are anticipated to exist.  The outlook also anticipates that
Novelis will be able to manage its cost basis and continue to
achieve satisfactory margins per pound.  De-leveraging of the
company and sustainability of the company's gross margin position
and free cash flow (operating cash flow less dividends less
capital expenditures) generation ability would positively impact
the outlook or the rating, although Moody's anticipates that
timing for meaningful deleveraging could take at least 24 months.
Contraction in margins, sustained increases in raw material,
energy and other key costs, and diversion of cash flow generated
to material dividend payments or other shareholder payments, which
would slow the reduction in debt at Novelis, could negatively
impact the outlook or rating.

The Ba2 rating on the senior secured bank facilities reflects
their superior position in the capital structure.  The facilities
are comprised of a five year $500 million revolving credit
facility, an amortizing seven year $950 million US term loan
tranche B and an amortizing seven year $550 million Canadian Term
loan tranche B.  Borrowings by Novelis and certain subsidiaries
are guaranteed by all US and Canadian subsidiaries as well as
foreign subsidiaries where feasible, and secured by essentially
all assets of the US and Canadian operations and other operations
where feasible, including intercompany notes and a pledge of the
stock of the borrowers and guarantor subsidiaries.  The bank
facilities also require mandatory prepayments from specified
percentages of excess cash flow and contain financial covenants
governing leverage and coverage ratios.  To the extent that the
bank facility is used to an extent greater than anticipated or
additional working capital facilities of material amounts are
required at certain overseas subsidiaries, the extension of which
could diminish the overall collateral cover, the notching on the
bank facilities could be impacted.

The SGL-2 rating reflects the availability under the revolving
credit facility, which is not expected to be drawn at closing, as
well as Moody's expectation that Novelis will be free cash flow
generative over the next 12 months and unlikely to need to draw
upon the facility, except for issuance of letters of credit and
modest seasonal working capital requirements.  The SGL-2 rating
also considers the covenant position of the company and the fact
that a significant portion of assets are pledged to the bank
group, thereby constricting alternative liquidity.

Upon completion of the spin-off from Alcan, Novelis will occupy a
dominant position in the aluminum rolled products industry with
leading positions globally in construction and industrial
products, foil products, transportation and rolled can sheet to
the beverage/food can market, where the company will be number
one.  In addition, Novelis is the world's largest used beverage
can recycler, which provides an important raw material feed source
to the company.  Moody's notes however that a declining trend in
UBC recycling has been evidenced in recent years, particularly in
North America where recycling rates are currently around 50% and
shipments are relatively flat at 100 million tones.  Reflective
principally of higher volumes and improved metal price spreads,
revenues and operating income for the nine months to
September 30, 2004 advanced 22% % to $5.7 billion and 61%% to
$3064 million respectively.  Based upon performance for the year
to date September 30, 2004, Moody's would expect Novelis to
generate minimum EBITDA in the $600 million range in fiscal
2004,which would imply pro-form leverage , as measured by the
debt/EBITDA ratio of 4.6x.

Ratings assigned are:

   * Novelis Inc.

     -- Ba2 for the $550 million senior secured guaranteed
        Canadian term loan B tranche,

     -- Ba2 for the $500 million senior secured guaranteed
        revolver, also available to Alcan Aluminum Corporation,

     -- Ba3 senior implied,

     -- B2 senior unsecured issuer rating,

     -- SGL-2 speculative grade liquidity rating.

   * Alcan Aluminum Corporation (New):

     -- Ba2 for the $950 million senior secured guaranteed US term
        loan B tranche

Novelis had revenues, on an unaudited basis, of $6.2 billion for
the fiscal year ended December 31, 2003.


OMI CORP: Selling $225 Million of Convertible Senior Notes
----------------------------------------------------------
OMI Corporation (NYSE:OMM) of Stamford, Connecticut has entered
into an agreement with the initial purchaser to sell $225 million
aggregate principal amount of its 2.875% Convertible Senior Notes
due 2024 in a previously announced private placement pursuant to
Rule 144A of the Securities Act of 1933, as amended.  Also, the
Company has granted the initial purchaser of the notes an option
to purchase up to an additional $25 million aggregate principal
amount of notes.  The offering is expected to close on or about
Dec. 7, 2004, subject to customary closing conditions.

The notes will mature on Dec. 1, 2024 and will be convertible into
cash or, in certain circumstances, a combination of cash up to the
principal amount of the notes and stock or cash in excess of the
principal amount at an initial conversion rate of 32.5355 shares
per $1,000 principal amount of notes (equivalent to an initial
conversion price of approximately $30.74 per share), subject to
adjustment in certain circumstances.

The Company has repurchased 3,455,900 shares of its common stock
for an aggregate cost of $72,504,782 in privately negotiated
transactions from purchasers of the notes who were selling short
OMI's common stock.  The Company may acquire additional shares
under its authority to use up to 40% of the gross amount of the
offering to repurchase shares.  The balance of the proceeds will
be used to repay indebtedness under a revolving credit facility.

Craig H. Stevenson, Jr., Chairman and Chief Executive Officer
commented "this is an excellent transaction for the Company.  It
gave us the opportunity to repurchase a substantial number of
shares of our common stock at an attractive fixed price.  In
essence, we were able to acquire the shares using low cost non-
amortizing debt.  Our overall interest cost is substantially the
same following the transaction as it was before due to the lower
interest rate in the convertible compared to the debt being
repaid.  The transaction is accretive to earnings per share until
the stock price is well in to the mid-$50's.  The Company expects
to have received $150 million cash in the fourth quarter,
consisting of at least $117 million cash from operations
(projected net income plus depreciation and amortization) and $33
million from vessel sales.  Once the earnings are recorded for the
fourth quarter, we expect our debt to capitalization ratio to be
near the pre-transaction 50% level, which is comfortable for us."

This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
the notes or the common stock issuable upon conversion of the
notes in any state in which such offer, solicitation or sale would
be unlawful.  The notes have been offered to qualified
institutional buyers in reliance on Rule 144A under the Securities
Act.  The notes and the common stock issuable upon conversion of
the notes have not been registered under the Securities Act, and
unless so registered, may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act and applicable state securities laws.

                        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.


P-COM INC: Restructures $1.725 Million Agilent Obligation
---------------------------------------------------------
P-Com, Inc. (OTC Bulletin Board: PCMC), a worldwide provider of
wireless telecom products and services, has signed an agreement
with Agilent Financial Services, Inc., to restructure the $1.725
million obligation due to Agilent on Dec. 1, 2004.  Under the
terms of the agreement, the Company will pay Agilent $250,000 on
Dec. 1, 2004, and will pay the balance amortized over 16 monthly
payments commencing on Jan. 1, 2005.

The Company has also completed the first closing on its previously
announced $5.0 million debenture financing.  The Company issued
$3.3 million in debentures in the first closing.  In connection
with the first closing, the debenture holders were issued 528,000
common stock purchase warrants with an exercise price of $1.50 per
share.  The additional $1.7 million in funds are available to the
Company contingent upon the satisfaction of certain conditions,
including the effectiveness of a registration statement
registering shares of common stock that may be issued by the
Company to make required payments of principal and interest under
the terms of the notes.

The restructuring of the Agilent obligation and proceeds resulting
from the debenture financing provide the Company with additional
flexibility to address working capital needs. The financing is in
addition to available borrowings under the Company's credit
facility with Silicon Valley Bank.

Please refer to the Company's Form 8-K to be filed with the SEC
for additional details related to the Debenture Financing.

                        About the Company

P-Com, Inc. develops, manufactures, and markets point-to-point,
spread spectrum and point-to-multipoint, wireless access systems
to the worldwide telecommunications market. P-Com's broadband
wireless access systems are designed to satisfy the high-speed,
integrated network requirements of Internet access and private
networks. Cellular and personal communications service (PCS)
providers utilize P-Com point-to-point systems to provide backhaul
between base stations and mobile switching centers. Government,
utility, and business entities use P-Com systems in public and
private network applications. For more information visit
http://www.p-com.com/or call 408-866-3666.

                       Going Concern Doubt

In its Form 10-Q for the quarterly period ended Sept. 30, 2004,
filed with the Securities and Exchange Commission, P-Com Inc.,
reported that the Company used $6.7 million cash in its operating
activities, for the nine-month period ended Sept. 30, 2004.  At
Sept. 30, the Company had approximately $3.7 million in cash and
cash equivalents, and working capital of approximately
$1.7 million.  The Company's deteriorating cash position relative
to projected future cash requirements, raise substantial doubt
about the Company's ability to continue as a going concern.


PEGASUS COMMUNICATIONS: Inks $60 Million Credit Pact with Fortress
------------------------------------------------------------------
Pegasus Communications Corp. has entered into an agreement with
Fortress Credit Corporation under which Fortress has committed to
provide financing, consisting of $55 million of term loans and
$5 million of revolving credit, to Newco LLC.  The Credit Facility
will:

     (i) enable Newco LLC to acquire all of the assets of Pegasus
         Broadcast Television for $75,000,000;

    (ii) pay fees and expenses related to the transaction; and

   (iii) fund ongoing working capital.

Fortress's commitment is subject to customary closing conditions,
including the completion of the broadcast acquisition.  The
acquisition is subject to the negotiation of a definitive
agreement with the debtors and the approval of the bankruptcy
court following an auction process.

The loans would be secured by security interests in substantially
all of the borrowing subsidiary's tangible and intangible assets,
including ownership interests in its subsidiaries, and in all
ownership interests in the borrower.  All loans would mature five
years after the closing date.  The revolving credit loans and
$45 million of the term loans would bear interest at various
increments, ranging from 4.5 to 9.0 percentage points over the
LIBOR rate (with a LIBOR floor of 2% per year); $10.0 million of
the term loans would bear interest at 16% per year.  A portion of
the interest may be paid in kind at the borrower's discretion,
rather than in cash, in which case it would be added to principal
and would bear interest.  Newco would issue to Fortress warrants
to purchase ten percent of the common equity of Pegasus Broadcast
Television.

The Company received Fortress's conditional commitment on Oct. 22,
2004.  The conditional commitment was subject, among other things,
to Fortress's satisfaction, in its discretion, with the results of
its due diligence investigation.  On Nov. 22, 2004, the Company
received notification that Fortress had completed its
investigation and was satisfied with it, thus eliminating this
discretionary condition, as well as others.

                        About the Company

Pegasus Communications Corporation provides digital satellite
television to rural households throughout the United States. We
are the 10th largest pay television company in the United States
and the only publicly traded cable or satellite company
exclusively focused on service to rural and underserved areas.
Pegasus owns and/or operates television stations affiliated with
CBS, FOX, UPN and The WB networks.

At June 30, 2004, Pegasus Communications Corporation's balance
sheet showed $400,618,000 in total common stockholders' equity.


PENN TREATY: S&P Junks $10 Million Subordinated Convertible Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CC' subordinated
debt rating to Penn Treaty American Corp.'s (NYSE:PTA)
$10 million, 6.25% subordinated convertible notes, which are due
on Oct. 15, 2008.

"The terms of the notes are identical to those of the company's
existing 'CC' rated, 6.25% convertible notes due 2008," explained
Standard & Poor's credit analyst Neal Freedman.  "This includes a
provision for mandatory conversion any time after Oct. 15, 2005,
if the 15-day trading average of the company's common stock shares
exceeds 110% of the $1.75-per-share conversion price."  The notes
were issued in a private placement to accredited investors.

PTA intends to use the proceeds of the notes for parent-company
debt service and to strengthen subsidiary statutory capital to
support future business growth.  As of Sept. 30, 2004, PTA had
$80.7 million of debt outstanding.

Standard & Poor's expects that the proceeds of the notes will be
sufficient to satisfy the company's debt-servicing requirements
through June 2006.


PENNSYLVANIA PUBLIC: Hires Cunninghan & Chernicoff as Counsel
-------------------------------------------------------------
Pennsylvania Public School Health Care Trust sought and obtained
permission from the U.S. Bankruptcy Court for the Middle District
of Pennsylvania to hire Cunningham & Chernicoff as its bankruptcy
counsel.

Cunninghan & Chernicoff will:

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

     b) prepare and file on behalf of the Debtor the original
        petition and schedules, and all necessary applications,
        complaints, answers, orders, reports and other legal
        papers; and

     c) perform all other legal services for the Debtor which may
        be necessary.

Robert E. Chernicoff, Esq., a partner at Cunningham & Chernicoff,
discloses that the Debtor paid his Firm a general retainer of
$20,200.  Mr. Chernicoff discloses that the Firm's professionals'
bill for services at these current hourly rates:

          Professional              Hourly Rate
          ------------              -----------
          Partners                  $200 to $285
          Associates                $120 to $160
          Paralegals                        $100

To the best of the Debtor's knowledge, Cunningham & Chernicoff is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Harrisburg, Pennsylvania, Pennsylvania Public
School Health Care Trust, is a health care trust entity.  The
Company filed for chapter 11 protection on Nov. 26, 2004 (Bankr.
M.D. Pa. Case No. 04-06867).  Robert E. Chernicoff, Esq., at
Cunningham & Chernicoff PC represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed more than $1 million in assets and debts.


PENNSYLVANIA PUBLIC SCHOOL: Creditors Meeting Slated for Jan. 5
---------------------------------------------------------------
The United States Trustee for Region 3 will convene a meeting of
Pennsylvania Public School Health Care Trust's creditors at 2:00
p.m., on Jan. 5, 2005, at 228 Walnut Street, 11th Floor of the
Federal Building, Trustee Hearing Room, Room 1160 in Harrisburg,
Pennsylvania.  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 Harrisburg, Pennsylvania, Pennsylvania Public
School Health Care Trust, is a health care trust entity.  The
Company filed for chapter 11 protection on Nov. 26, 2004 (Bankr.
M.D. Pa. Case No. 04-06867).  Robert E. Chernicoff, Esq., at
Cunningham & Chernicoff PC represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed more than $1 million in assets and debts.


PG&E NATIONAL: Wants Court to Approve Econ One Agreement
--------------------------------------------------------
As previously reported, the NEG Debtors have employed Gibbs &
Bruns, LLP, as special litigation counsel to provide advice with
respect to arbitration proceedings before the American
Arbitration Association:

    (a) PG&E Energy Trading - Power, LP, v. Southaven Power, LLC,
        No. 16-198-00206-03; and

    (b) PG&E Energy Trading - Power, LP, v. Caledonia Generating,
        LLC, No. 16-198-00207-03.

Gibbs & Bruns requires the services of special litigation
consultants to assist in its representation of the NEG Debtors in
the Arbitration Proceedings.  Accordingly, at the NEG Debtors'
behest, Judge Mannes approves an agreement between Gibbs & Bruns
and Econ One Research, Inc., pursuant to which Econ One will:

    (a) perform a preliminary analysis of the gas and electric
        markets;

    (b) assess potential market effects on the operations and
        value of the tolling agreements that are subject of the
        Arbitrations.

The Agreement provides that Gibbs & Bruns will hire Econ One as
litigation consultants.  The NEG Debtors will pay Econ One for
its services.

Econ One's customary hourly rates are:

     Officer                             $500
     Senior Economist/Consultant          225 - 350
     Economist/Consultant                 150 - 250
     Senior Analyst                       100 - 175
     Analyst                               70 - 100

Lisa Skylar, Econ One's General Manager, assures the Court that
the firm represents no interest adverse to the NEG Debtors or
their estates.

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)


POLO BUILDERS: Chapter 7 Trustee Hires Freeborn Peters as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave David R. Brown, Esq., the Chapter 7 Trustee of Polo Builders,
Inc., and its debtor-affiliate, M&MM Enterprises, permission to
employ Freeborn Peters LLP as his special counsel.

Mr. Brown tells the Court that he employed Freeborn Peters for two
specific purposes:

   a) to assist him in the liquidation of the Debtors' real
      estate assets; and

   b) to assist him in the investigation and prosecution of
      any claims that may exist as a result of the Debtors'
      pre-petition conduct.

Harry J. Goldstein, a Partner at Freeborn Peters, is the lead
attorney performing services for the Chapter 7 Trustee. For his
professional services, Mr. Goldstein will charge at $420 per hour.

Mr. Goldstein reports Freeborn Peters' professionals bill:

    Professional       Designation     Hourly Rate
    ------------       -----------     -----------
    Neal H. Levin      Partner            $420
    David L. Kane      Associate           235
    David M. Madden    Associate           200

Freeborn Peters assures the Court that it does not represent any
interest adverse to the Trustee, the Debtors or their estate.

Headquartered in Villa Park, Illinois, Polo Builders is a general
contractor. The Company, and its Debtor affiliate, M&MM
Enterprises, LLC, filed for chapter 11 protection on
June 23, 2004. The Court converted the case to a Chapter 7
proceeding on August 16, 2004. (Bankr. N.D. Ill. Case No. 04-
23758). Steven B.Towbin, Esq., at Shaw Gussis Fishman Glantz
Wolfson & Towbin LLC, represents the Debtors. When the Company
filed for chapter 11 protection, it listed more than $10 million
in assets and debts.


POLO BUILDERS: Creditors Must File Proofs of Claim by Dec. 21
-------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Illinois set December 21, 2004, as the deadline for all creditors
owed money by Polo Builders, Inc., on account of claims arising
prior to June 23, 2004, to file their proofs of claim.

Creditors must file their written proofs of claim on or before the
December 21 Claims Bar Date and those forms must be delivered to:

          Clerk of the Bankruptcy Court
          Northern District of Illinois
          Eastern Division
          219 South Dearborn Street, 7th Floor
          Chicago, Illinois 60604

For a Governmental Unit, the Claims Bar Date is December 21, 2004.

Headquartered in Villa Park, Illinois, Polo Builders is a general
contractor. The Company, and its Debtor affiliate, M&MM
Enterprises, LLC, filed for chapter 11 protection on
June 23, 2004. The Court converted the case to a Chapter 7
proceeding on August 16, 2004 (Bankr. N.D. Ill. Case No. 04-
23758). Steven B. Towbin, Esq., at Shaw Gussis Fishman Glantz
Wolfson & Towbin LLC, represents the Debtors. David R. Brown,
Esq., serves as the Chapter 7 Trustee.  When the Company filed for
chapter 11 protection, it listed more than $10 million in assets
and debts.


PORT TOWNSEND: S&P Revises Outlook on B Rating to Negative
----------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Port
Townsend Paper Corp. to negative from stable.

As reported in the Troubled Company Reporter on Feb. 26, 2004,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Port Townsend, Washington-based Port Townsend
Paper Corp.  In addition, Standard & Poor's assigned its 'B'
senior secured rating to the company's proposed $125 million
senior secured notes maturing in 2014.

"The outlook revision is based on a combination of factors,
including Standard & Poor's expectation of a weaker-than-expected
credit profile over the intermediate term and tight liquidity,"
said Standard & Poor's credit analyst Dominick D'Ascoli.  In
addition, potential minor accounting restatements and the recent
departure of the company's chief financial officer raise concerns.

Escalating costs, particularly for fiber and energy, have caused
performance to be weaker than expected.  These higher costs will
likely persist over the intermediate term, causing weaker credit
metrics than Standard & Poor's was anticipating.  In addition,
liquidity is also lower than anticipated at only $11 million as of
Sept. 30, 2004.  This very tight liquidity provides little cushion
for further unexpected adverse operating events or a downturn in
business conditions causing negative free cash flow.

The possible revision of financial statements for the first and
second quarters of 2004 stems from four items: incorrect recording
of inventory usage, timing of recording the settlement of a
disputed swap contract between the first two quarters, allocating
a long-term interest liability between the first two quarters, and
improperly accruing a related party management fee.  The impact on
the financial statements, if revised, appears to be small as no
one item would change a reported number by more than $500,000.
However, the larger and somewhat more troubling issue brought to
light by the potential of four unrelated accounting revisions
within a short period of time is the adequacy of the company's
accounting controls and procedures.  This concern is amplified by
the departure of the company's CFO.  Additionally, the financial
statement revision issue may delay registration of the 11% senior
secured notes past the 270-day deadline, causing a 1% increase in
the interest rate on these notes until the exchange offer is
completed.

The ratings on Port Townsend, Wash.-based Port Townsend Paper
Corp. reflect a modest scope of operations in the highly cyclical,
commodity-like, paper-based packaging market and very aggressive
debt leverage.  These weaknesses outweigh the company's strengths,
which include a good position in the western Canadian corrugated
box market and some energy self-sufficiency.

Port Townsend is a small manufacturer of packaging products
focused on selling corrugated boxes and kraft paper to customers
located near its five manufacturing facilities in Washington state
and British Columbia.  The company also sells pulp and
containerboard at low margin through third-party brokers.


PREMIUM LOAN: Moody's Rates $7M Class D Sub. Secured Notes Ba2
--------------------------------------------------------------
Moody's Investors Service assigned ratings to these notes issued
by Premium Loan Trust I, Ltd. and Premium Loan Trust I
Corporation:

   * Aaa to the U.S. $215,000,000 Class A Senior Secured Notes;

   * A1 to the U.S. $16,000,000 Class X Deferrable Amortizing
     Senior Secured Notes;

   * A2 to the U.S. $10,000,000 Class B Deferrable Senior Secured
     Notes;

   * Baa2 to the U.S. $11,000,000 Class C Secured Notes;

   * Ba2 to the U.S. $7,000,000 Class D Subordinated Secured Notes

The Notes have a stated maturity of November 15, 2014.

According to Moody's, the ratings of the Notes reflect the risk of
diminishment of cash flow due to defaults from the underlying
portfolio as well as the safety of the transaction's legal
structure.  The portfolio consists primarily of U.S. Dollar-
denominated senior secured loans, with limited concentrations of
structured finance securities and synthetic securities.

LightPoint Capital Management LLC based in Chicago, Illinois, will
act as collateral manager.


PRESIDENT CASINOS: Sets Jan. 20 as New Auction Date
---------------------------------------------------
President Casinos, Inc. (OTC:PREZQ.OB) has amended its $66 million
stalking horse asset purchase agreement with Broadwater
Properties, LLC, to sell certain of its Mississippi properties to
establish a new auction date of Thursday, January 20, 2005 in St.
Louis, Missouri.

As reported in the Troubled Company Reporter on Nov. 17, 2004,
President Casinos entered into a stalking horse asset purchase
agreement with Broadwater Properties to sell three of its Biloxi
subsidiaries:

   -- The President Riverboat Casino-Mississippi, Inc.,
   -- President Broadwater Hotel, LLC, and
   -- Vegas Vegas, Inc.

subject to working capital adjustments.

The Company filed bidding procedures with the United States
Bankruptcy Court in the Eastern District of Missouri that details
the bid process and the mechanics of the January 20th auction.  It
should be noted that under the bidding procedures the Company has
filed, it has established a deadline of Friday, Jan. 14, 2005, for
the submission of bids from third parties.  The Company will
review those bids with Innovation Capital Holding, LLC, Harbour
Financial, LLC, and legal counsel and soon thereafter determine
those bids which are qualified to participate in the January 20th
auction.

The principals of Broadwater Properties, LLC include Roy Anderson,
III and W.C. Fore who are both construction and real estate
developers from the Biloxi, Mississippi area.

                        About the Company

President Casinos, Inc. owns and operates dockside gaming
facilities in Biloxi, Mississippi and downtown St. Louis,
Missouri, north of the Gateway Arch.

At August 31, 2004, President Casinos' balance sheet showed a
$53,643,000 stockholders' deficit, compared to a $52,349,000
deficit at February 20, 2004.


PRESIDION CORP: Subsidiary Form Mktg. Alliance with Quantum Delta
-----------------------------------------------------------------
Presidion Solutions (OTC Bulletin Board: PSDI.OB), a subsidiary of
Presidion Corporation, reported a marketing and service alliance
with Quantum Delta Enterprises, a Minneapolis-based human
resources services firm.  Under the terms of the agreement, QDE's
representatives will receive referral fees for companies that
become Presidion clients.  Presidion will provide payroll
processing and other human resources services to QDE client and
affiliate companies.

QDE clients and affiliates expect to have 10,000 worksite
employees under contract with Presidion by the end of 2005.  QDE's
200 independent representatives will offer an innovative package
of benefits and management, including Presidion's human resources
management services, to client companies interested in human
resources services outside the scope of products offered by QDE.

"This partnership with Presidion is a good strategic fit for QDE,"
said Jason W. Carlson, President of QDE.  "Presidion is one of the
nation's leading Professional Employer Organizations (PEO) and it
has a very strong infrastructure, so the alliance gives QDE a much
larger presence in the industry and our representatives an
outstanding package of services to offer."

"By partnering with QDE, Presidion expects to expand its client
base significantly by providing services to existing QDE clients
as well as signing clients new to both companies," said Craig A.
Vanderburg, President and CEO of Presidion.  "In addition, QDE's
targeted clients are somewhat larger than those companies
traditionally targeted by Presidion, which complements our
marketing efforts. We are excited about the prospects of the
partnership with QDE and have initiated cross-training sessions
this week."

                  About Quantum Delta Enterprises

Quantum Delta Enterprises (QDE) is a human resources services
innovator focused on providing cost-effective benefits to its
client companies, allowing them to avoid unproductive staffing
expenses and limiting liability for employee conduct. QDE has
developed a proprietary self-adjudicated comprehensive employee
benefits program and unique claims administration process that
provides worksite employees diverse benefits and opportunities for
job growth while providing employers with a loyal workforce at a
lower cost.

                        About the Company

Presidion Corporation -- http://www.presidion.com/-- is one of
the largest Professional Employer Organizations (PEO) in the
United States. With more than 1,900 client companies, Presidion
provides human resources, regulatory compliance and employee
benefits management services to approximately 29,000 worksite
employees. The Company's operations are headquartered in Jupiter,
FL and supported by sales and services offices throughout its
market area of Florida, Georgia, South Carolina and Michigan.

At Sept. 30, 2004, Presidion Corp.'s balance sheet showed a
$5,384,671 stockholders' deficit, compared to a $514,035 deficit
at Dec. 31, 2003.


PRIMEDEX HEALTH: Refinances Portion of Debt with $19.2 Mil. Notes
-----------------------------------------------------------------
Primedex Health Systems, Inc. (OTCBB:PMDX) reported that certain
of its subsidiaries have completed the issuance of $19.2 million
in principal amount of Senior Secured Notes to certain investment
funds managed by Post Advisory Group, LLC, a Los Angeles-based
investment advisor.

In one of the two financings that was completed, an outstanding
note with a principal amount of $15.2 million owed by the Primedex
Subsidiaries to DVI Financial Services was acquired by Post for
$11 million, and the indebtedness was then restructured by Post
and Primedex.  In the other financing that was completed, the
Primedex Subsidiaries issued $4 million in principal amount of
Notes to Post in exchange for $4 million, which Primedex
anticipates will be used for the repurchase, also at a discount,
of a revolving credit facility with a face value of approximately
$3.2 million owed to DVI Business Credit Receivables III for a
payment of between $2.9 million and face value, with any remaining
funds utilized for working capital by the Primedex Subsidiaries.
Primedex anticipates that the refinancing of the REC III revolving
credit facility will occur sometime in December, 2004 as soon as
REC III obtains all necessary approvals, including an approval of
the bankruptcy court of certain of REC III's affiliates, including
DVI Financial Services.

The new Senior Secured Notes have been issued to Post in two
separate tranches; one tranche has a maturity on June 1, 2008 and
the other on July 1, 2008.  Neither note has principal
amortization.

"While the assignment of the DVI Financial Services Note will not
result in any actual dollar savings to Primedex and its
Subsidiaries over the term of the new obligation, it will provide
Primedex and its Subsidiaries with approximately $1.3 million of
debt service relief per year until maturity.  Furthermore, upon
its completion, the repurchase of the REC III revolver will result
in another approximately $2.5 million of debt service relief in
calendar 2005.  We intend to invest the resulting cash savings
from these note repurchases in the growth of our Company," said
Mark Stolper, Chief Financial Officer of Primedex.

"We are very pleased to begin our association with Post.  Our
business is a dynamic one, and we believe that Post's financial
and business resources provide us with a valuable relationship,"
said Howard Berger, M.D., Chief Executive Officer of Primedex.

Primedex Health Systems, through its RadNet Management subsidiary,
Primedex owns and manages about 55 California facilities that
offer magnetic resonance imaging (MRI), ultrasound, mammography,
diagnostic radiology, and similar services. Medical services at
most of these facilities are provided by Beverly Radiology Medical
Group, which is almost wholly-owned by Primedex CEO Howard Berger,
who also owns about 30% of Primedex.

At July 31, 2004, Primedex Health's balance sheet showed a
$60,698,000 stockholders' deficit, compared to a $53,087,000
deficit at Oct. 31, 2003.


PURVI PETROLEUM: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Purvi Petroleum III, LLC
        106 Enterprise Boulevard
        La Vergne, Tennessee 37086

Bankruptcy Case No.: 04-14423

Chapter 11 Petition Date: November 30, 2004

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church Street, Suite 410
                  Nashville, TN 37219
                  Tel: 615-256-8300
                  Fax: 615 250-4926

Total Assets: $0

Total Debts:  $16,461,000

Debtor's 2 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Speedway Superamerica, LLC               $3,300,000
500 Speedway Drive
Attn: General Counsel
Enon, OH 45323

Presto Food Stores, Inc.                   $561,000
607 South Alexander Street
Attn: Hugh C. Robinson, III
Plant City, FL 33566


RECYCLED PAPERBOARD: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Recycled Paperboard Inc. of Clifton
        One Ackerman Avenue
        Clifton, New Jersey 07011
        Tel: (201) 546-0030

Bankruptcy Case No.: 04-47475

Type of Business:  The Company manufactures recycled mixed paper
                   and newspaper to make index, tag & bristol, and
                   blanks.

Chapter 11 Petition Date: November 29, 2004

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: David L. Bruck, Esq.
                  Greenbaum, Rowe, Smith & Davis LLP
                  Metro Corporate Campus One
                  PO Box 5600
                  Woodbridge, New Jersey 07095
                  Tel: (732) 549-5600
                  Fax: (732) 549-1881

Total Assets: $17,800,000

Total Debts:  $41,316,455

Debtor's 20 Largest Unsecured Creditors:

    Entity                       Nature Of Claim    Claim Amount
    ------                       ---------------    ------------
UGI Energy Service               Trade debt           $1,584,459
PO Box 827032
Philadelphia, Pennsylvania 19182

All Energy                       Trade debt             $269,898
Attn: Bob Cavicchi
95 Sawyer Road
Waltham, Massachusetts 02453

Cellmark, Inc.                   Trade debt             $264,404
West 510557, PO Box 7777
Philadelphia, Pennsylvania 19175

Caterpillar Financial            Trade debt             $154,344
PO Box 905561
Charlotte, North Carolina 28290

Trinity Recycling of             Trade debt             $144,665
New Jersey, Inc.

T&M Trading Inc.                 Trade debt             $143,464

Tidewater Fibre Corporation      Trade debt             $141,501

PSE&G                            Trade debt and         $138,218
                                 Account #31-014952-45

Bushoven & Company               Trade debt             $129,206

Solar Turbines, Inc.             Trade debt             $124,018

Exel Transportation Service      Trade debt              $73,602

Canusa Herschman Recycling       Trade debt              $65,575

Passaic Valley Sewer Company                             $65,000

Northern Adhesives               Trade debt              $64,998

J.C.G. Transport                 Trade debt              $59,147

Spectrum Insurance               Trade debt              $53,185
Brokerage Services

Honeywell Inc.                   Trade debt              $47,864

AG Equipment                     Trade debt              $45,110

City of Clifton-Tax Collector                            $42,667

K-C International, Ltd.          Trade debt              $40,100


RELIANT ENERGY: S&P Upgrades Corporate Credit Rating to B+
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on electricity provider Reliant Energy Inc. and two of
Reliant's subsidiaries, Reliant Energy Mid-Atlantic Power Holdings
LLC and Orion Power Holdings Inc., to 'B+' from 'B'.

In addition, Standard & Poor's raised its rating on Orion Power's
senior unsecured debt to 'B' from 'B-' and its rating on Reliant's
convertible issue to 'B-' from 'CCC+'.

The outlook is stable.  As of Sept. 30, 2004, Houston, Texas-based
Reliant had $6.3 billion of outstanding debt, including off-
balance-sheet debt and debt equivalents.

"The rating action is driven by several factors, including the
effect of the approximately $4 billion proposed refinancing which
simplifies Reliant's financing structure," said Standard & Poor's
credit analyst Arleen Spangler.

"The proposed refinancing evens out Reliant's maturity schedule by
alleviating the large bullet payment that is currently due in
March 2007, and it also removes the restrictive covenants at Orion
allowing monies to flow freely between entities," said Ms.
Spangler.

In addition to these structural changes, Reliant successfully paid
down over $3 billion in debt leverage over the past 18 months
through various asset sales and cash flow and has stabilized the
financial risk of the company.  The debt and recovery ratings on
the various pieces of the proposed refinancing will be assigned at
a later date.

Standard & Poor's bases its ratings on Reliant and that of its
major subsidiaries on the company's consolidated credit profile,
which incorporates the credit quality of Reliant's wholesale and
retail businesses.

Reliant provides electricity and energy services to more than
1.8 million retail customers in Texas, serves commercial and
industrial customers in the PJM Interconnection region, and
provides electricity to wholesale customers in a number of regions
of the U.S. through a portfolio of about 19,000 MW.


RELIANT ENERGY: Moody's Affirms B1 Senior Implied Rating
--------------------------------------------------------
Moody's Investors Service affirmed Reliant Energy's B1 Senior
Implied rating.  In addition, Moody's assigned a B1 rating to
Reliant's proposed secured financing package which includes a
$1.7 billion bank credit facility and a combination of a new term
loan B, senior secured notes and fixed-rate, tax-exempt debt.
Moody's has also assigned a Speculative Grade Liquidity rating of
3 (SGL-3).

Ratings have also been affirmed for Orion Power Holdings at B2
senior unsecured and Reliant Energy Mid-Atlantic Power Holdings at
B1 senior secured.  The rating outlooks for Reliant and REMA
remain stable.

The rating outlook for Orion has been changed to positive from
stable reflecting the significant changes taking place at the
Orion entity as a result of the refinancing.  On a prospective
basis, Moody's expects Orion to demonstrate a substantial increase
in its credit metrics, largely attributable to the elimination of
approximately $375 million of remaining debt at the Mid-west and
New York operating subsidiaries.

The B1 Senior Implied rating reflects Reliant's high business risk
profile and modest, although improving, financial flexibility.
The proposed refinancing consists of a $1.7 billion secured bank
credit facility and a combination of a new secured term loan B,
which will be used to retire the current $2.1 billion secured bank
credit facility and $1.74 billion term loan B.  In addition,
Reliant is expected to issue secured senior notes and fixed-rate,
tax-exempt debt.  The senior notes will rank pari passu with the
bank credit facilities and are secured by pledges of essentially
all of the stock of the operating subsidiaries.  Moody's views the
proposed refinancing transactions favorably, primarily due to the
extended maturity profile, elimination of cash traps at the Orion
operating subsidiaries, and pre-tax interest savings.
Furthermore, we note Reliant's increased letter of credit posting
authority, which will increasingly become important over the
near-term due to hedging complexities associated with its retail
operations.

The ratings also incorporate our view that the wholesale energy
markets are beginning to show signs of improving, and Moody's
continues to view the increasing presence of large financial
institutions in the energy commodities markets favorably.
Although the timing and magnitude of such recovery is uncertain,
Moody's observes that Reliant is expected to generate
approximately $500 million of EBITDA from its wholesale generation
fleet on an annual basis.  In addition, we consider many of these
assets to be readily monetizable.

Ratings could improve with a significant reduction in business
risk or improvement in cash flow credit metrics.  Although a
portion of this improvement is related to improving market
conditions, which remains outside of management's control, Moody's
continues to forecast reasonably steady credit metrics over the
intermediate term, including FFO /interest coverage of almost 2x,
and FFO to total debt approaching 10%.  Maintaining positive free
cash flow, reducing aggregate debt levels and improving the cash
flow coverage metrics on a sustainable basis to above 10% FFO to
total debt would be viewed positively for the credit.

Ratings could deteriorate if the consolidated cash flows are
negatively impacted from the Public Utility Commission of Texas'
Price-To-Beat adjustment mechanism in 2005, or if liquidity
becomes stressed due to the commodity-hedging program.  Although
cash flow coverage metrics, primarily Funds From Operations to
total debt have remained reasonably stable at approximately 10%
over the course of 2004, Moody's expects the metrics to show some
signs of stress in 2005.  This is primarily due to our views
regarding the retail business, which is subject to several
uncertainties related to forthcoming decisions by the PUCT.
Essentially, the PUCT has the ability to adjust Reliant's retail
PTB rates through two separate components.  In the first
adjustment, the PUCT may authorize Reliant to recover the
increased competitive transition charges that CenterPoint Energy
Houston Electric (Baa3 senior unsecured / negative outlook) can
charge upon the approval of its 2004 True-up proceeding.  To the
extent the PUCT allows recovery of these rates, Reliant's margin
should not be negatively impacted.  In the second adjustment, the
PUCT may adjust the "fuel" component of the PTB rate to reflect
the then current price of natural gas as recorded on the NYMEX.
Assuming the price of natural gas is lower than the $7.50 / mcf
(which reflect Reliant's currently requested PTB rate -- expected
approval is in December), the PUCT can adjust the PTB rate to
reflect the lower price of natural gas.  If the price of natural
gas is higher than $7.50 / mcf, we would expect no action on this
component of the PTB rate.  In either event, Reliant will continue
to have authority to seek up to two PTB increases over the course
of 2005, as specified under Senate Bill 7.

This PTB rate adjustment uncertainty could create hedging
difficulties for Reliant over the course of the first half of
2005.  Moody's notes that Reliant utilizes a natural gas hedging
policy to protect its retail margins, which creates substantial
demands on collateral.  For the nine months ended September 2004,
Reliant has increased its cash margins on deposit to approximately
$400 million.

The SGL-3 rating reflects the company's adequate liquidity profile
over the next 12 months.  This rating considers the volatility
associated with natural gas and electric commodities and Reliant's
reliance on commodity hedging activities.  Moody's views the
extension of scheduled maturities and a lower capital expenditure
estimate (approximately $150 million reflecting primarily
maintenance expenditures), favorably.  Also taken into
consideration is Reliant's anticipated available liquidity under
its revolver of approximately $800 million and the headroom
available under the financial covenants.  For example, under the
currently existing facilities, total debt to EBITDA is
approximately 4.5x versus a ceiling test of 7.3x.  Moody's also
views many of Reliant's wholesale generating facilities as readily
monetizable, providing a cushion of alternative liquidity in times
of severe financial distress. We are concerned with Reliant's
large margin deposits, which we typically consider as a working
capital item.  Although these margin deposits, which represent a
use of cash, are expected to reverse over time, we would become
concerned if commodity price volatility begins to stress Reliant's
liquidity position.

Reliant Energy is headquartered in Houston, Texas.


RHODES INC: Selling 24 Furniture Stores and Warehouse Locations
---------------------------------------------------------------
Rhodes, Inc. has retained DJM Asset Management of Melville, New
York, subject to Bankruptcy Court approval, to dispose of 21
Rhodes Furniture stores and warehouses and 3 John M. Smyth's
Homemakers Furniture stores located throughout:

      -- Georgia,
      -- Illinois,
      -- Kansas,
      -- Kentucky,
      -- Missouri,
      -- North Carolina,
      -- Ohio,
      -- South Carolina, and
      -- Tennessee.

The disposition of these locations is a key component of Rhodes'
restructuring in its Chapter 11 bankruptcy case.  On Nov. 24,
2004, the U.S. Bankruptcy Court for the Northern District of
Georgia, Atlanta division, entered an order authorizing Rhodes to
conduct store closing sales at these locations.

"The stores and warehouses are located in both strip centers and
freestanding buildings and they range in size from 27,809 to
113,250 square feet," stated Andy Graiser, Co-CEO of DJM.  "Since
many of the stores are in well established locations, have long
lease terms and contain below market rental rates, we expect quite
a number of interested parties to submit offers to purchase
leases."

"The locations can be acquired individually or in packages of two
or more," Mr. Graiser continued, "with all bids subject to
bankruptcy court approval."

"We expect most of the locations to operate through the end of
March 2005 with the exception of six stores which are expected to
close at the end of January 2005", said Vicki Johnson, Corporate
Counsel and Director of Real Estate at Rhodes, Inc.

The Retail Stores and Distribution Facilities that are available
for purchase are located at:

   * Georgia

      -- 4363 NE Express Access Rd. in Doraville
      -- 4715 Ashford Dunwoody Rd. in Atlanta (Perimeter Mall)

   * Illinois

      -- 1733 East Woodfield Rd. in Schaumburg (Outlet area only)
      -- 1001 W. Main in Sleepy Hollow
      -- 66 Orland Square Dr. in Orland Park

   * Kansas

      -- 12175 South Strang Line Rd. in Olathe

   * Kentucky

      -- 7864 Connector Drive in Florence

   * Missouri

      -- 6201 Stillwell in Kansas City (Home Delivery Center)
      -- 19110 East 39th Street in Independence

   * North Carolina

      -- 1834 Matthews Township Pkwy. in Matthews
      -- 3407 Highpoint Rd. in Greensboro
      -- 1050 Hanes Mall Blvd. in Winston-Salem

   * Ohio

      -- 2233 South Hamilton Rd. in Columbus
      -- 3622 West Dublin / Grandville Rd. in Columbus
      -- 1333 Morse Rd. in Columbus
      -- 12000 Princeton Pike in Cincinnati
      -- 700 Eastgate South Dr. in Cincinnati
      -- 8361 Springboro Pike in Miamisburg
      -- 2500 F. North Fairfield Rd. in Beavercreek

    * South Carolina

      -- 555 Haywood Road in Greenville

   * Tennessee

      -- 1430 Gould Blvd. in Lavergne (Home Delivery Center)
      -- 2235 Gallatin Rd. N. in Madison
      -- 344 White Bridge Rd. in Nashville
      -- 2000 Mallory Lane in Franklin

Copies of one or more leases can be obtained by contacting:

            James Avallone
            DJM Managing Director
            Tel. No. (631) 752-1100 (x224)
            http://www.djmasset.com/

                            About DJM

Based in Melville, New York, DJM Asset Management, LLC, appraises
properties, disposes of and/or mitigates lease liabilities and
acquires retail, commercial and industrial real estate that does
not fit into our strategic partner's long-term goals. During the
past three years, DJM has conducted evaluations on over 9,000
locations and restructured or disposed of over 120,000,000 s/f of
space and over 4,000 properties.

Headquartered in Atlanta, Georgia, Rhodes, Inc., will continue to
offer brand-name residential furniture to middle- and upper-
middle-income customers through 63 stores located in 11 southern
and midwestern states (after disposing of the locations listed
above).  The Company and two of its debtor-affiliates filed for
chapter 11 protection on Nov. 4, 2004 (Bankr. N.D. Ga. Case No.
04-78434).  Paul K. Ferdinands, Esq., and Sarah Robinson Borders,
Esq., at King & Spalding represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated less than $50,000 in assets and
more than $10 million in total debts.


RIVERAIR LLC: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: RiverAir LLC
             Phoenix Four Fund
             c/o The Pyne Companies Ltd.
             40 Wall Street, 62nd Floor
             New York, New York 10005

Bankruptcy Case No.: 04-17586

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      RiverAir Holding LLC                       04-17587
      RiverAir II LLC                            04-17588

Type of Business:  The Company is engaged in the development and
                   building of a 45-unit luxury residential
                   condominium structure -- RiverAir Condominiums
                   -- over the Young Israel Synagogue located at
                   210 West 91st Street, in New York, New York.

Chapter 11 Petition Date: November 29, 2004

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Dennis J. Drebsky, Esq.
                  Richard J. Bernard, Esq.
                  Nixon Peabody LLP
                  437 Madison Avenue
                  New York, New York 10022
                  Tel: (212) 940-3091
                  Fax: (866) 678-8786

                           Total Assets          Total Debts
                           ------------          -----------
RiverAir LLC            $10 Mil. to $50 Mil.  $1 Mil. to $10 Mil.
RiverAir Holding LLC    $10 Mil. to $50 Mil.  $1 Mil. to $10 Mil.
RiverAir II LLC         $10 Mil. to $50 Mil.  $1 Mil. to $10 Mil.

Consolidated List of Debtors' 15 Largest Unsecured Creditors:

    Entity                       Nature Of Claim    Claim Amount
    ------                       ---------------    ------------
AMEC Construction                Trade                  $432,244
Management
1633 Broadway, 24th Floor
New York, New York 10019-6708
Tel: (212) 484-0300
Fax: (212) 484-0580

Paul, Hastings, Janofsky &       Legal Fees             $149,382
Walker LLP
Park Avenue Tower
75 East 55th Street
New York, New York 10022
Attn: Robert Wertheimer
Tel: (212) 318-6550

SOHO Reprographics Inc.          Trade                   $57,807
381 Broome Street
New York, New York 10013

Tecor                            Trade                   $25,700

Titan Contracting Group          Trade                   $18,860
Application

Israel Berger & Associates       Trade                   $17,734

CCA Construction Consulting      Trade                   $12,497
Association

Jenkins & Huntington, Inc.       Trade                   $10,000

Lucius Pitkin, Inc.              Trade                    $5,800

Hazardous Elimination Corp.      Trade                    $3,200

BP Independent Reprographics     Trade                    $3,133

Howard I. Shapiro & Associates   Trade                    $1,648

Desimone Consulting              Trade                    $1,472
Engineers PLLC

Infrared Services, Inc.          Trade                      $901

Langan Engineering &             Trade                      $601
Environmental Services


RIVERAIR LLC: Wants to Hire Nixon Peabody as Bankruptcy Counsel
---------------------------------------------------------------
RiverAir LLC and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York for permission to
employ Nixon Peabody LLP as its counsel in this chapter 11
proceeding.

Nixon Peabody will:

   (a) give advice to the Debtors with respect to the Debtors'
       powers and duties as debtors-in-possession in the continued
       operation of the Debtors' business and the management of
       their properties, including the negotiation and
       finalization of any financing agreements;

   (b) assist the Debtors in formulating a plan of reorganization
       and to take necessary legal steps in order to confirm the
       plan, including the preparation and filing of a disclosure
       statement;

   (c) prepare and file on the Debtors' behalf, all necessary
       applications, motions, orders, reports, adversary
       proceedings and other pleadings and documents;

   (d) appear in Court and to protect Debtors' interest before the
       Court;

   (f) analyze claims and negotiate with creditors on the Debtors'
       behalf; and

   (g) perform all other legal services for the Debtors which may
       be necessary in these proceedings.

Dennis J. Drebsky, Esq., at Nixon Peabody, discloses that the
Debtors paid his Firm a $20,000 retainer.

Nixon Peabody's professionals bill:

      Designation               Hourly Rate
      -----------               -----------
      Partners                  $410 - 600
      Counsel                   $400 - 600
      Associates                $215 - 400
      Paralegals / Clerks       $110 - 220

To the best of the Debtors' knowledge, Nixon Peabody is a
disinterested person as that term is defined in Section 101(14) of
the Bankruptcy Code.

Headquartered in New York, New York, RiverAir LLC and its debtor-
affiliates' business is the development and building of a 45-unit
luxury residential condominium building -- RiverAir Condominiums
-- over the Young Israel Synagogue located at 210 West 91st Street
in New York City.  The Debtors filed for chapter 11 protection on
November 29, 2004 (Bankr. S.D.N.Y. Case No. 04-17586).  When the
Debtors filed for protection against their creditors, each of the
Debtors estimated assets of over $10 million and debts of over $1
million.


ROPER INDUSTRIES: Moody's Rates Planned $955M Sr. Sec. Debts Ba2
----------------------------------------------------------------
Moody's Investors Service has affirmed the existing ratings of
Roper Industries, Inc., a multi-industry company in the US, and
assigned new ratings to its proposed senior secured credit
facility.  The rating outlook is stable.

New ratings assigned:

   * Ba2 for the proposed $300 million senior secured revolving
     credit facility, due 2009,

   * Ba2 for the proposed $655 million senior secured term loan,
     due 2009,

Ratings affirmed:

   * Ba2 senior implied rating,

   * Ba3 issuer rating, and

   * B1 for the $230 million of convertible senior subordinated
     notes, due 2033

Proceeds from the new credit facility, together with a planned
$250 million common stock offering, will be used to fund the
acquisition of TransCore Holdings, Inc., for $600 million, to
refinance Roper's existing credit facility of $385 million, and to
pay fees and expenses.

The ratings are supported by:

   (1) Roper's increasing scale and diversification,

   (2) a portfolio of high-margin and relatively stable
       businesses,

   (3) a track record of strong cash flow generation, and

   (4) moderate financial leverage and solid interest coverage.

On the other hand, the ratings are constrained by:

   (1) the company's highly acquisitive growth strategy,

   (2) the associated integration and execution risks,

   (3) uncertainty over its future capital structure, and

   (4) relatively low tangible asset value due to significant
       goodwill and intangibles.

The stable rating outlook balances Moody's expectation of
potential operating improvement with the company's active
acquisition activities and the resultant uncertainties over its
future capital structure.  Factors that would have favorable
rating implications include demonstrated commitment to lower
financial leverage and sustained strong cash flow generation.
Factors that would have negative rating implications include
sizable acquisitions that increase execution risks and result in
higher leverage, and failure to integrate acquired companies.

Roper is a multi-industry company that operates in four segments:
instrumentation, industrial technology, energy systems and
controls, and scientific and industrial imaging.  The company has
grown significantly in recent years, primarily through
acquisitions of small and medium-sized companies.  As a result,
Roper has built a diversified portfolio of niche market businesses
that provide engineered and differentiated products and services.
This niche strategy, coupled with a focus on operating efficiency,
has enabled the company to generate strong and relatively stable
earnings and cash flows.  For 2004, the company is expected to
generate $945 million in revenues and $207 million in EBITDA, or a
22% EBITDA margin.

The acquisition of TransCore adds radio frequency identification,
satellite-based communication, mobile asset tracking, security
applications and toll system and processing businesses to Roper's
portfolio.  The acquisition appears to not only fit Roper's high-
margin niche strategy, it also diversifies Roper's end-market
exposure by adding a rather stable base of recurring revenues and
complementary technologies and market channels.  TransCore has a
track record of good earnings and cash flow generation, due to its
recurring revenue base, high margins, and low capital intensity.

Moody's notes, however, that Roper's acquisition-driven growth
strategy raises concerns over execution and integration risks, as
well as uncertainty over its future capital structure and credit
profile.  The TransCore acquisition followed not long after the
Neptune acquisition made in late 2003, and the two acquisitions
together nearly doubled Roper's size.  Although the integration of
Neptune is proceeding as planned and Roper has publicly stated its
intention to become less leveraged over time, it remains to be
seen what kind of capital structure the company will sustain over
the long term.  Its active acquisition program has also created a
substantial amount of goodwill.  Pro forma for the TransCore
acquisition, Roper would have roughly $1.6 billion of intangibles,
compared to approximately $2.3 billion in total assets.  With book
equity of approximately $1 billion, negative tangible equity would
be about $600 million.

Pro forma for the acquisition, Roper will have total debt of
approximately $930 million, or 3.3 times estimated 2004 EBITDA of
about $280 million.  Estimated 2004 EBITDA would cover interest
expenses approximately 7.4 times.  Both Roper and TransCore have a
track record of good cash flow generation, and we expect this to
continue after the acquisition.  Combined free cash flow (after
capex and dividends) is estimated to represent over 15% of
outstanding debt in the initial years, allowing for potential
de-leveraging.  In reality, however, a portion of the free cash
flow may well be used for additional acquisitions.

The Ba2 rating on the $955 million senior secured credit facility
reflects its seniority in the company's debt structure but weak
tangible asset coverage.  The facility will be secured by a first
priority lien on the capital stock as well as all domestic assets
of the company and its subsidiaries, and will be guaranteed on a
senior secured basis by all of the company's current and future
domestic subsidiaries.  The term loan facility requires
amortization of $32.75 million in each of the first two years,
$65.5 million in the third year, $98.25 million in the fourth
year, and a bullet payment of the remaining principal in the fifth
year.  The credit agreement requires maintenance of two financial
covenants: a minimum EBITDA to interest coverage ratio of 4 times
and an initial debt to EBITDA ratio of 4.25 times with incremental
step-downs.  $45 million is expected to be drawn under the
revolver at closing.

Roper Industries, Inc., headquartered in Duluth, Georgia, is a
diversified industrial company that designs, manufactures, and
distributes energy systems and controls, scientific and industrial
imaging products and software, industrial technology products, and
instrumentation products and services.  For the twelve months
ended December 2004, Roper is expected to generate pro-forma
revenues of approximately $1.3 billion, including TransCore.


SAFFRON FUND: 2nd & Final Liquidation Payment Totals $1.18 Million
------------------------------------------------------------------
Saffron Fund, Inc.'s second and final liquidating distribution on
Nov. 24, 2004, completed the process of distributing substantially
all of its remaining assets (aside from amounts reserved to pay
accrued and estimated expenses) to its stockholders of record in
accordance with the Plan of Liquidation adopted by the
stockholders of the Fund at the Annual General Meeting on May 13,
2004.

The second and final liquidating distribution totaled
$1,183,967.89.  Each stockholder of record as of August 20, 2004
received $0.2021 per share.  In its two liquidating distributions
on August 30, 2004 and November 24, 2004, the Fund distributed an
aggregate of $56,088,208.53, or $9.5741 per share.

Based on information available at this time, the Fund estimates
that the entire amount of this second and final liquidating
distribution will be characterized as a return of capital for U.S.
federal income tax purposes; the Fund will report the tax
treatment to each stockholder in January 2005 on Form 1099-DIV.

Saffron Fund, Inc. is a closed-end, non-diversified management
investment company.


SCIENTIFIC GAMES: S&P Puts BB- Corp. Credit Rating on CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on lottery
and pari-mutuel operator Scientific Games Corp., including its
'BB-' corporate credit rating, on CreditWatch with positive
implications.  The New York, New York-based company's total debt
outstanding was approximately $530 million at Sept. 30, 2004.

"The CreditWatch listing reflects Scientific Games' continued
solid operating performance during the past several quarters
mainly as a result of continued strength of its instant ticket
business and the acquisition of IGT On-Line Entertainment Systems
in late 2003.  The significant growth in revenues and
profitability has led to an improvement in credit measures to a
level that is good for the current rating," said Standard & Poor's
credit Michael Scerbo.

In resolving the CreditWatch listing, Standard & Poor's will meet
with management to review Scientific Games' financial policies and
future operating strategies, as well as the company's ability and
commitment to sustain its solid credit profile.  If an upgrade
were the ultimate outcome of Standard & Poor's analysis, the
corporate credit rating would be raised one notch to 'BB'.


SEQUILS PILGRIM: Fitch Junks $66 Million MINCS Notes
----------------------------------------------------
Fitch Ratings affirms these ratings assigned to SEQUILS Pilgrim
effective immediately:

     -- $388,000,000 SEQUILS notes affirmed at 'AA';
     -- $66,000,000 MINCS notes remain at 'CC'.

SEQUILS Pilgrim and MINCS Pilgrim are cash flow and synthetic
collateralized loan obligations -- CLOs, respectively, jointly
obtaining exposures to a portfolio of high yield U.S. senior bank
loans.

SEQUILS obtains access to the economics of the loan portfolio via
the purchase or the assignment of the loans using funds obtained
from the SEQUILS Note issuance.

MINCS obtains access to the economics of the portfolio by
synthetically referencing the portfolio via credit default swaps
between SEQUILS, JPMorgan Chase Bank, and MINCS.  The MINCS
program is essentially a first-loss, credit enhancement to the
SEQUILS program.  ING Investments, LLC is the asset manager.

A comparison of the deal performance data between November 2004
and the deal's last rating action in May 2003 confirms Fitch's
opinion that the risk inherent in the various classes of
securities is commensurate with the ratings assigned.

Specifically, defaulted assets comprised less than 2% of the total
assets, and the credit quality of the overall portfolio improved
to 'B+' from 'B/B-'.  The SEQUILS reserve account balance
increased by $1.9 million to $6.8 million.

The SEQUILS threshold utilization test decreased by 12.3% to 19.9%
and the MINCS deficit ratio decreased by 8.7% to 63.4%. The
SEQUILS notes have amortized by roughly $25 million since the last
review, as a result of the combination of the past failure of the
threshold utilization test and the manager's choice to use
principal proceeds to amortize the notes.

However, the MINCS deferred basic interest balance grew by $3.4
million to $6.4 million.  This amount is expected to grow until
the MINCS deficit ratio decreases to below 50%.  Other accounts
senior to the return of principal for the MINCS notes such as the
MINCS Variable Funding Spread and Credit Swap Spread balance grew
by $6.2 million to a combined total of $22.4 million.

Fitch assigned a rating for the SEQUILS notes to the timely return
of interest and ultimate return of principal.  The MINCS notes are
rated to the ultimate payment of Basic Interest and principal.
Additionally, the ratings assigned to the SEQUILS and MINCS notes
do not address the payment of any additional interest or
distributions.

Fitch will continue to monitor and review this transaction as the
leveraged loan market continues to experience tight loan spreads
and historically high market values.  Additional deal information
and historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com


SGP ACQUISITION LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: SGP Acquisition, LLC
        dba Slazenger Golf Products
        dba Slazenger Golf and Slazenger
        105 East North Street, Suite 200
        Greenville, South Carolina 29601
        Tel: (302) 351-8000

Bankruptcy Case No.: 04-13382

Type of Business:  The Company markets a wide array of premium
                   golf apparel, golf balls, and related
                   accessories. See http://www.slazengergolf.com/

Chapter 11 Petition Date: November 30, 2004

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: Frederick B. Rosner, Esq.
                  Jaspan Schlesinger Hoffman
                  913 North Market Street, 12 Floor
                  Wilmington, Delaware 19801
                  Tel: (302) 351-8000
                  Fax: (302) 351-8010

                       -- and --

                  Benesch, Friedlander, Coplan & Aronoff LLP

                       -- and --

                  Kohrman, Jackson & Krantz PLL


Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                       Nature Of Claim    Claim Amount
    ------                       ---------------    ------------
Dunlop Slazenger                 Trade Debt           $2,407,232
Manufacturing LLC
100 Dunlop Drive
Westminster, South Carolina 29693
Tel: (864) 647-4044

C.H. Robison Worldwide, Inc.     Trade Debt             $453,706
PO Box 9121
Minneapolis, Minnesota 55480

Dunlop Sports Group Americas     Trade Debt             $434,477
100 Dunlop Drive
Westminster, South Carolina 29693
Tel: (864) 647-4044

Shorewood Packaging              Trade Debt             $364,805
PO Box 281431
Atlanta, Georgia 30384

Chung Kong Knitwear Co., Ltd.    Trade Debt             $313,762
Unit C, Third Floor
Fast Industry Building
658 Castle Peak Road
Kowloon, Hong Kong

Unimilo Knitwear Co., Ltd.       Trade Debt             $271,693
6/F, Milo's Industry Building
2-10 Tai Yuen Street
Kwai Chung Kowloon, Hong Kong

Shui Ying Knitting               Trade Debt             $238,544
25/F Unimix Industrial Centre
2 NG Fong Street, San Po Kong
Kowloon, Hong Kong

A.M.D. Enterprises, Inc.         Trade Debt             $232,850
209, 3-42-13 Shimorenjaku
Mitaka-Shi
Tokyo 181, Japan
Tel: (0118193) 533-1476

VR Link Corporation              Trade Debt             $196,337

Resolution Packaging             Trade Debt             $171,830

Ablemax Limited                  Trade Debt             $160,241

Kohrman, Jackson & Krantz PLL    Services                $97,292

Fitwear Knitting Factory         Trade Debt              $86,881

TaylorMade Adidas Golf           Trade Debt              $43,388

Provided Business Card           Trade Debt              $36,373

Box USA Group, Inc.              Trade Debt              $34,380

Henderson Advertising            Trade Debt              $32,749

Deloitte & Touche                Services                $25,453

United Parcel Service            Trade Debt              $25,011

Litho Industries                 Trade Debt              $24,979


SKYTOP CLO: Moody's Rates $2.6 Million Class Q-1 Securities B3
--------------------------------------------------------------
Moody's Investors Service assigned ratings to four classes of
notes issued by Skytop CLO Ltd.  These ratings were assigned:

   * Aaa to the U.S. $18,000,000 Class A-1 Floating Rate Senior
     Notes Due 2018,

   * Aa2 to the U.S. $23,000,000 Class A-2 Floating Rate Senior
     Notes Due 2018,

   * A2 to the U.S. $15,000,000 Class B Fixed Rate Deferrable
     Senior Subordinate Notes Due 2018, and

   * Baa2 to the U.S. $18,000,000 Class C Floating Rate Deferrable
     Senior Subordinate Notes Due 2018.

The ratings assigned to the Notes address the ultimate cash
receipt of all interest and principal payments required by the
notes' governing documents, and are based on the expected loss
posed to the noteholders relative to the promise of receiving the
present value of such payments.  The ratings of the notes are also
based upon the transaction's legal structure, the credit quality
of the eligible investments, and the characteristics of the
reference portfolio, which will consist primarily of U.S.
dollar-denominated senior secured loans.

Moody's also assigned ratings of B3 to the U.S. $2,600,000 Class
Q-1 Securities Due 2018.  The rating of the Class Q-1 Securities
addresses only the expected loss vis-a-vis the promise that
holders of the Class Q-1 Securities will receive payment of the
Class Q-1 stated principal amount.  The ratings of the Class Q-1
Securities do not address the likelihood of receipt of any other
amounts payable on the Class Q-1 Securities.

INVESCO Senior Secured Management, Inc., will act as the reference
portfolio manager.


SOUTHPORT CLO: Moody's Rates $12.3M Class D Deferrable Notes Ba2
----------------------------------------------------------------
Moody's Investors Service assigned ratings to notes issued by
Southport CLO, Limited.  These ratings were assigned:

   * Aaa to U.S.$105,000,000 Class A-1 Floating Rate Notes Due
     2016;

   * Aaa to U.S.$165,300,000 Class A-2 Floating Rate Notes Due
     2016;

   * Aaa to U.S.$41,300,000 Class A-3 Floating Rate Notes Due
     2016;

   * A2 to U.S.$30,750,000 Class B Floating Rate Deferrable Notes
     Due 2016;

   * Baa2 to U.S.$20,500,000 Class C Floating Rate Deferrable
     Notes Notes Due 2016;

   * Ba2 to U.S.$12,300,000 Class D Floating Rate Deferrable Notes
     Notes Due 2016;

   * Baa1 to U.S.$68,650,000 Class 2 Combination Notes Due 2016.

The ratings of the classes of notes are based on expected losses
posed to the noteholders relative to the promise of receiving the
present value of all required interest and principal payments.
The ratings take into account the risk of diminishment of
cashflows due to defaults in the underlying pool of assets, which
consist primarily of senior secured loans.  The transaction is
managed by Pacific Investment Management Company LLC.


STELCO INC: Peter Dey Resigns from Board of Directors
-----------------------------------------------------
Stelco Inc. (TSX:STE) reported that Peter Dey has resigned from
the Board of Directors in order to avoid any perception of
conflict of interest between his role as a Director and the
involvement of the law firm with which he is associated with a
potential bidder in Stelco's capital raising process.

Mr. Dey noted that Osler, Hoskin & Harcourt LLP, in which he is a
partner, has recently been engaged by the United States Steel
Corporation, which has expressed interest in the capital raising
process initiated by Stelco and approved by the Superior Court of
Justice (Ontario).

"This is the right thing to do for all concerned," Mr. Dey noted.
"It may have been possible to implement procedural safeguards that
would have allowed me to continue on the Board while other members
of my law firm acted for a potential bidder for the Company.  But
these arrangements could, nevertheless, have fostered the
perception of a conflict of interest, even were I to excuse myself
from various deliberations of the Board.  That, in turn, would
only limit my ability to contribute fully to the Board's activity,
and divert attention and focus from the most important issue,
achieving a successful restructuring and the best possible outcome
for Stelco and its stakeholders.  As result, I've determined that
the best course is for me to step aside and to wish the Board and
the Company well."

Richard Drouin, Chairman of Stelco's Board of Directors, said,
"Peter has demonstrated the integrity and the commitment to the
high standards of corporate governance for which he is well known.
He has been an excellent contributor to the Board during the most
difficult period in the Company's history.  He has been an active
participant in all of the Board deliberations and has been truly
committed to the successful restructuring of Stelco.  We thank him
for his contribution, we appreciate his decision today and we wish
him well."

Mr. Dey joined Stelco's Board in 2002 and has been a member of its
Corporate Governance and Pension committees. With Mr. Dey's
resignation the Board will consist of seven members.

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.


STRUCTURED ASSET: Fitch Rates Class I 1996-CFL Certs. BB+
---------------------------------------------------------
Structured Asset Securities Corp's multiclass pass-through
certificates, series 1996-CFL are affirmed as:

     -- $72.1 million class G at 'AAA';
     -- $48.0 million class H at 'AAA';
     -- Interest-only classes X-1 and X-2 at 'AAA';
     -- $67.2 million class I at 'BB+'.

Classes J and P are not rated by Fitch, and classes A through F
have paid in full.

The affirmations reflect the adequate credit enhancement after the
disposition of the largest loan in the pool, the First Trust
Center (formerly 12.2% of the pool).

The First Trust Center loan was collateralized by an office
property in St. Paul, Minnesota.  Occupancy at the property had
declined, and the borrower was unable to pay debt service.  The
special servicer, Lennar Partners, Inc., accepted a discounted
payoff -- DPO -- offer of $15 million.

Losses of $16.6 million were realized as of the November 2004
distribution date.  A total of $44.1 million in losses has been
realized to date, or 2.3% of the original principal balance.

Currently there are two loans being specially serviced (12.5%).
The larger specially serviced loan is collateralized by the Kmart
Distribution Center (10.8%) located in Ocala, Florida.  The loan
is expected to return to the master servicer.

The second specially serviced loan is a real estate owned -- REO -
- property located in Moses Lake, Washington (1.7%).  The property
was formerly occupied by Kmart who rejected the lease and vacated.
The property remains vacant and is being listed for sale.


TEXAS GENCO: Moody's Rates Proposed $1.12 Billion Senior Notes B1
-----------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Texas Genco
LLC's proposed $1.125 billion of senior notes due 2014 and has
withdrawn its Ba3 rating associated with the senior second
priority secured notes due 2014.  The senior second priority
secured notes were rated under the company's original name, GC
Power Acquisition LLC.

In addition to changing the structure of the senior notes (from
secured second priority to unsecured), Texas Genco has also
increased the size of the first priority facilities by
$250 million.  The total amount of debt being raised, however,
remains at $3.575 million.

The B1 senior unsecured rating is consistent with Moody's B1
Issuer rating, which reflects our opinion of Texas Genco's
unsupported ability to meet senior unsecured financial
obligations.  The B1 senior unsecured rating also reflects a
2-notch differential from Texas Genco's Ba2 first priority credit
facilities.

The rating outlook for Texas Genco is stable.

Texas Genco was formed under Delaware law on July 2004 as GC Power
Acquisition LLC.  The name was changed to Texas Genco effective
November 24, 2004.  Texas Genco is headquartered in Houston,
Texas.


TRUMP HOTELS: Wants to Pay Ropes & Gray's Fees And Expenses
-----------------------------------------------------------
Trump Hotels & Casino Resorts, Inc., is a publicly traded
corporation and the ultimate parent of all of Trump Hotels &
Casino Resorts, Inc., and its debtor-affiliates.  Charles A.
Stanziale, Jr., Esq., at Schwartz, Tobia, Stanziale, Sedita &
Campisano, in Montclair, New Jersey, relates that the THCR board
of directors currently consists of Donald J. Trump and three
Independent Directors -- Wallace Askins, Robert J. McGuire,
and Don Thomas.

The Independent Directors have assumed the responsibilities of
the full Board with respect to all transactions relating to the
Debtors' proposed restructuring considering that:

    -- Mr. Trump is the controlling shareholder of THCR; and

    -- Mr. Trump's participation in the restructuring has involved
       proposed transactions in which his interests may not be
       consistent with those of THCR's.

Since January 2004, when the Debtors first announced their
intentions to restructure their public indebtedness, Ropes & Gray
LLP, represented the Independent Directors as special counsel.
The firm also represented the Independent Directors on prior
engagements, and even represented the independent directors of a
Debtor's subsidiary from 1991 through 2003.  Since January 2004,
Ropes & Gray advised the Independent Directors on both the
substantive terms of, and the process for effecting a
recapitalization, including:

    * the terms of the Restructuring Support Agreement;

    * modification of Mr. Trump's contractual arrangements with
      THCR;

    * the public stockholders' participation in the restructured
      company;

    * the choice of the DIP Lender; and

    * authorizing the Chapter 11 cases.

The Debtors paid all of the firm's reasonable fees and expenses
prepetition.

By this motion, the Debtors seek the authority of the U.S.
Bankruptcy Court for the District of New Jersey to continue to pay
Ropes & Gray's reasonable fees and expenses pursuant to the terms
and conditions of that certain letter agreement dated
November 19, 2004.

The November 19 Agreement provides for the Debtors' use of estate
funds to pay Ropes & Gray's reasonable fees and out-of-pocket
expenses for the firm's representation of the Independent
Directors in these cases.  Specifically, Rope and Gray will be:

    (i) reviewing developments in these cases and advising the
        Independent Directors in connection with these cases; and

   (ii) providing legal advice to the Independent Directors
        in connection with their ongoing responsibilities with
        respect to the Debtors' operations, including
        participation at Board meetings.

Robert L. Nutt, Esq., and Stuart Hirshfield, Esq., are the Ropes
& Gray partners with primary responsibility for representing the
Independent Directors.  Mr. Nutt charges $670 per hour while Mr.
Hirshfield's hourly rate is $720.

The firm's current hourly rates are:

       Partners                    $410 - 720
       Associates                   210 - 460

The Debtors agree to establish a $150,000 retainer account as
security for Ropes & Gray's fees and disbursements during the
pendency of these cases.  The amount in the Retainer Account will
not be charged for monthly or interim fee payments or awards but
will be held as security for payment until the earlier of the end
of these Chapter 11 cases or the termination of the firm's
services.

Mr. Stanziale asserts that the proposed use of estate funds is
essential to maintain proper corporate governance during the
pendency of these 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.


TRUMP HOTELS: Court Fixes Jan. 18 as General Bar Date
-----------------------------------------------------
Trump Hotels & Casino Resorts, Inc., and its debtor-affiliates
obtained the approval of the Honorable Judge Wizmur in these Claim
Bar Dates in the Debtors' Chapter 11 cases:

   (a) January 18, 2005, as the General Bar Date;

   (b) February 18, 2005, as the Government Bar Date; and

   (c) The Rejection Claim Bar Date is the latest of:

          -- the date set forth in any order authorizing the
             Debtors' rejection of an executory contract or
             unexpired lease;

          -- the General Bar Date; and

          -- 30 days after the entry of a Rejection Order.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., through its subsidiaries, owns and operates four
properties and manages one property under the Trump brand name.
The Company and its debtor-affiliates filed for chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Robert A. 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 Pay Prepetition PACA & PASA Claims
---------------------------------------------------------
Trump Hotels & Casino Resorts, Inc., and its debtor-affiliates
operate five major hotel and casino properties.  In the ordinary
course of their operations, the Debtors purchase a variety of
consumable goods for their customers and employees.

Charles A. Stanziale, Jr., Esq., at Schwartz, Tobia, Stanziale,
Sedita & Campisano, in Montclair, New Jersey, tells the U.S.
Bankruptcy Court for the District of New Jersey that these
consumable goods include, among many other items, groceries, meat,
dairy products, frozen foods, produce, and general merchandise,
and are purchased from a diverse range of vendors, including
agricultural growers.  These goods are used daily and continuously
in the bars, restaurants, and certain other locations on the
Debtors' properties and in their catering and room service
operations.

Prior to the bankruptcy petition date, certain of the Debtors'
vendors sold goods to the Debtors that may be deemed:

    (i) "perishable agricultural commodities," as that term is
        defined under the Perishable Agricultural Commodities Act
        of 1930, as amended, and other eligible goods covered by
        state statutes of similar effect, including the Minnesota
        Wholesale Produce Dealers Act; and

   (ii) "livestock" as that term is defined by the Packers and
        Stockyards Act of 1921, and other eligible goods covered
        by PASA and state statutes of similar effect.

The Debtors believe that the total amount of potential claims
subject to PACA, PASA, and state statutes of similar effect
amount to approximately $10,405,414.

According to Mr. Stanziale, as a consequence of the commencement
of their chapter 11 cases, the Debtors believe that certain of
their vendors are likely to file notices under PACA and PASA to
assert rights as the beneficiaries of a PACA Trust or a PASA
Trust.  "Assuming that these vendors are entitled to the
protection of PACA or PASA, their claims will be entitled to
prompt payment from the PACA Trust or PASA Trust ahead of secured
and unsecured creditors of the Debtors' estates."

The Debtors submit that the prompt and full payment of all PACA
and PASA claims, as well as any claims arising under state
statutes of similar effect, to the extent those claims are valid,
should be authorized by the Court.  It is essential to the
Debtors' operations that the flow of fresh produce and other
goods and merchandise continue unimpeded.

Further, Mr. Stanziale continues, all of the Debtors' vendors are
expected to be paid in full in cash under the Debtors' proposed
plan of reorganization.  Thus, Mr. Stanziale says, payment of PACA
and PASA claims at this time will not prejudice, or affect the
amount available for distributions to, other creditors of the
Debtors.

The Debtors ask the Court to approve these procedures for
processing and treatment of all PACA and PASA claims, including
claims arising under state statutes of similar effect:

    a) The Debtors will file a report, on notice to parties-in-
       interest, listing those PACA and PASA claims, if any, which
       they deem to be valid;

    b) Absent further Court order, that report will be filed by
       the Debtors within 90 days of the Final Order;

    c) If the Debtors fail to file a report within the required
       period of time, any holder of an alleged PACA or PASA claim
       may bring a motion on its own behalf seeking payment of its
       PACA or PASA claim and demonstrating compliance with the
       applicable legal requirements for asserting a PACA Trust or
       PASA Trust, but no motion or an adversary proceeding
       seeking similar relief -- including declaratory relief --
       will be commenced against the Debtors earlier than 90 days
       after the Final Order;

    d) All parties-in-interest will have the right and opportunity
       to object to the inclusion or omission of any asserted PACA
       or PASA claim in connection with any report filed; and

    e) The Debtors will be authorized to pay all valid PACA or
       PASA claims pursuant to the report so long as no objection
       to that claim is filed within 14 days from the date of
       service of the report; in the event an objection is timely
       filed, a hearing will be scheduled as soon as practicable
       to consider those objections.

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.


TXU CORP: To Redeem Trust Originated Preferred Securities
---------------------------------------------------------
TXU Corp. (NYSE: TXU) disclosed the intended redemption by TXU
Capital II of all $150 million aggregate liquidation amount of the
8.70% Trust Originated Preferred Securities(SM) (TOPrS(SM)) of TXU
Capital II at a redemption price equal to $25 per TOPrS plus
accumulated and unpaid distributions to the redemption date.  The
redemption date will be Dec. 31, 2004.  The TOPrS are listed on
the New York Stock Exchange under the symbol "TXU PrB."

The TOPrS were issued in December 1999 and represent preferred
ownership interests in the assets of TXU Capital II.  The sole
asset of TXU Capital II is approximately $155 million of 8.70%
Junior Subordinated Debentures, Series B (Debentures) issued by
TXU Corp.  TXU Corp. has elected to redeem the Debentures and such
redemption will result in the redemption of the TOPrS on the date
specified above.

A notice of redemption is being sent to all registered holders of
the TOPrS.  Copies of the notice of redemption may be obtained
from the "trustee" and "paying agent" for the TOPrS:

         The Bank of New York
         Corporate Trust Operations
         101 Barclay Street
         Floor 7E
         New York, New York 10286
         Tel No. (800) 254-2826

                        About the Company

TXU Corp. -- http://www.txucorp.com/-- a Dallas-based energy
company, manages a portfolio of competitive and regulated energy
businesses in North America, primarily in Texas. In TXU Corp.'s
unregulated business, TXU Energy Retail provides electricity and
related services to more than 2.5 million competitive electricity
customers in Texas, more customers than any other retail electric
provider in the state. TXU Power owns and operates over 18,300
megawatts of generation in Texas, including 2,300 MW of nuclear-
fired and 5,837 MW of lignite/coal-fired generation capacity. The
company is also the largest purchaser of wind-generated
electricity in Texas and among the top five purchasers in North
America. TXU Corp.'s regulated electric distribution and
transmission business, TXU Electric Delivery Company, complements
the competitive operations, using asset management skills
developed over more than one hundred years, to provide reliable
electricity delivery to consumers. TXU Electric Delivery operates
the largest distribution and transmission system in Texas,
providing power to 2.9 million electric delivery points over more
than 98,000 miles of distribution and 14,000 miles of transmission
lines.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2004,
Fitch Ratings affirmed the senior unsecured and preferred stock
ratings of TXU Corp. at 'BBB-' and 'BB+', respectively.  The
Ratings Outlook for TXU Corp. is Stable.


UAL CORP: Court Approves ProTen Employment as Property Broker
-------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Illinois gave UAL Corporation and its debtor-affiliates authority
to employ ProTen Realty Group as real estate brokers, nunc pro
tunc to November 5, 2004.

As reported in the Troubled Company Reporter on Nov. 22, 2004, the
Debtors have identified two vacant parcels of land that are not
essential to future business operations and could be sold to
maximize the value to the estates.  A sale of the Properties would
provide additional capital and relieve the Debtors of maintenance
obligations.  To monetize the Properties, the Debtors would like
to employ ProTen for six months.

On the Debtors' behalf, ProTen will:

   (a) inspect the Properties;

   (b) develop and compile written information on the Properties;

   (c) recommend additional surveys, investigations or
       inspections necessary to develop information useful to a
       sale;

   (d) use best efforts to secure a capable purchaser of the
       Properties;

   (e) advertise and promote the Properties; and

   (f) take all other necessary actions to evaluate, market and
       sell the Properties.

According to James H.M. Sprayregen, Esq., at Kirkland & Ellis,
ProTen will be paid a fixed commission of 2% of the sale price
for each Property if the buyer is not represented by a broker, or
4% of the sale price if the buyer is represented by a broker.
The 4% will be split evenly between ProTen and the purchaser's
broker. The commission will be paid at closing.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier. The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 67; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Committee Gets Court Nod to Retain Mesirow as Advisors
----------------------------------------------------------------
The Honorable Eugene R. Wedoff of the U.S. Bankruptcy Court for
the Northern District of Illinois gave the Official Committee of
Unsecured Creditors of UAL Corporation and its debtor-affiliates'
chapter 11 cases permission to retain Mesirow Financial
Consulting, LLC, as restructuring advisors, effective Sept. 16,
2004.

As reported in the Troubled Company Reporter on Oct. 27, 2004,
Dana J. Lockhart, Chairperson of the Committee, clarifies that
the Committee does not seek to retain additional professionals,
but rather to continue to use the services of certain members of
KPMG LLP's Corporate Recovery Services Group.

Mr. Lockhart explains that effective September 16, 2004, KPMG
sold its Corporate Recovery unit to Mesirow. As a result,
Mesirow now employs all KPMG Corporate Recovery staff assigned to
this engagement.

Mesirow will provide the same services previously performed by
KPMG. Mr. Lockhart says the retention is appropriate as the
Committee's need for these services continues. KPMG and Mesirow
will coordinate services to avoid duplication of effort.

The hourly rates for Mesirow professionals are:

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

To avoid interruption in services provided to the Committee,
Mesirow employees who were previously members of KPMG continued
to provide services after the sale closed on September 16, 2004.

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: Judge Wedoff Enforces Settlement with Guilford
--------------------------------------------------------
UAL Corporation and its debtor-affiliates asked for and received
permission from the United States Bankruptcy Court for the
Northern District of Illinois to enforce their settlement
agreement with Guilford Transportation Industries, Inc., and
Griffin Title & Escrow, Inc.

The Settlement Agreement was executed on August 20, 2004.  The
Debtors were to receive $310,000 held in an escrow account by
Griffin and $300,000 from Guilford in four payments.  Guilford
has committed a breach by failing to make $160,000 in payments.
Guilford "has only given vague assurances that payments will be
forthcoming," James H.M. Sprayregen, Esq., at Kirkland & Ellis,
says.

Mr. Sprayregen asserts that the Settlement was clear.  Guilford
was to make the first $80,000 payment within 60 days of execution
of the Settlement, with another $80,000 due 90 days after the
Settlement's execution.  Guilford had not made either payment.

The Debtors contacted Guilford on several occasions with no
results.  On October 2, 2004, the day after the first payment was
due, Guilford General Counsel John Nadolny sent the Debtors an
e-mail message explaining that "the unprecedented disruption and
damage caused by the impact" of four hurricanes, prevented the
payment.  Mr. Nadolny stated that Guilford would make the
required payment on October 15.  That day came and went with the
Debtors receiving no payment.

The Debtors have contacted Guilford several additional times to
no avail.  The Debtors are concerned that Guilford's delinquency
will continue.  Guilford should be compelled to pay the Debtors
$160,000 immediately and pay the remaining $140,000, with
reasonable assurance that Guilford will pay the final two
installments on a timely basis.

Judge Wedoff authorizes the Debtors to employ judgment
enforcement mechanisms provided by law to collect all sums due to
date.  Guilford is to make all payments when due.

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)


UNIVERSAL CITY: Moody's Affirms Low-B Ratings
---------------------------------------------
Moody's Investors Service assigned a B3 rating to the new
$450 million senior unsecured notes of co-borrowers Universal City
Florida Holding Co. I and Universal City Florida Holding Co. II
due 2010.  Moody's also affirmed the ratings for Universal City
Development Partners, LTD.'s existing $1.2 billion of debt and
credit facilities.  The Senior Implied Rating of B1 for UCDP was
transferred to the holding companies UCFH-I and UCFH-II.  An
Issuer Rating of B3 was also assigned to the holding companies.
The ratings outlook is stable.

Moody's maintains these ratings for UCFH-I and UCFH-II:

   * Senior implied rating of B1;

   * $450 million of unsecured holding company notes of B3;

   * Issuer rating of B3.

Moody's maintains these ratings for UCDP:

   * $650 million of senior secured credit facilities of Ba3;

   * $500 million of senior unsecured notes of B2.

The B3 UCFH I & II ratings reflect its structural subordination to
approximately $1.2 billion of existing secured and unsecured debt
at UCDP.  The B3 rating also reflects UCDP's credit facilities
distribution restrictions.  Moody's expects proceeds from the
$450 million UCFH I & II debt issuance to finance a cash
distribution to its ultimate equity holders, Blackstone and NBC-
Universal.

The UCDP ratings reflect Moody's concerns with UCDP's reliance on
a single destination resort location that depends on out-of-state
and overseas visitors, of whom over 50% require air travel, and
UCDP's high financial leverage of approximately 6x debt-to-EBITDA
expected at year-end 2004, when taking into account the proposed
distribution.  Moreover, Moody's is concerned that future
distributions could slow de-levering.  Moody's does not expect
UCDP to receive material financial support from its equity
holders, despite GE's significant wherewithal.  Moody's is
concerned that proposed distributions limit the company's
financial flexibility at this rating level and limit its liquidity
options should the leisure travel industry experience a sharp
unexpected decline.

The ratings are supported, by UCDP's debt repayment of
approximately $340 million since December 31, 2001, its generally
strong long-term operating growth prior to 2001 and its recovery
in 2003 and 2004, and UCDP's leading market position as a high
quality destination theme park that particularly appeals to
families with older children (over 10 years old).  The ratings
also reflect high barriers to entry that include market awareness
and significant up-front investment, and the company's unique set
of movie themed creative rights.  UCDP's stronger new ownership
profile further supports UCDP's ratings now that GE is a 40%
indirect owner through its 80% ownership interest in
NBC-Universal.  Moody's expects the company will generate
sufficient free cash flow in the future to de-lever well under
5.0x total debt-to-EBITDA by 2007.

The stable outlook reflects Moody's expectation that operating
trends will remain stable or somewhat positive, that UCDP will
apply the majority of its future free cash flow to debt reduction
aside from certain pre-identified capital expenditures and
distributions, and that no natural or man made disasters occur to
the greater Orlando market.  The rating could be lowered if there
is a material decline in park attendance levels or if the travel
industry broadly experiences a steep decline.

Universal City Development Partners, LTD., headquartered in
Orlando Florida, is a leading provider of family entertainment.
Universal City Florida Holding Co. I and Universal City Florida
Holding Co. II are holding companies that own UCDP.


US LEC: Closes on StarNet Acquisition Following Bankr. Court Nod
----------------------------------------------------------------
US LEC Corp. (Nasdaq: CLEC), a telecommunications carrier serving
businesses and enterprise organizations throughout the Eastern
United States, has completed its acquisition of the majority of
assets of StarNet, Inc., a nationwide provider of dial-up Internet
access and telephony services to Internet Service Providers
(ISPs).  The sale was completed following approval from the United
States Bankruptcy Court for the Northern District of Illinois on
November 10, 2004.

US LEC will continue to offer StarNet's full suite of services,
including its popular MegaPOP(R) Internet product.  US LEC now
owns and operates a nationwide, seamless network providing local
dial-up Internet access for nearly 400 ISPs, and will immediately
begin adding the StarNet's assets to its existing network to
ensure uninterrupted technical and support operations for
customers. These assets include the StarNet team of sales,
operations and customer support personnel, more than 50 StarNet
Points of Presence (POPs) and StarNet's Network Operations Center
(NOC) in Palatine, Illinois.

                        About the Company

Based in Charlotte, NC, US LEC -- http://www.uslec.com/-- is a
leading telecommunications carrier providing integrated voice,
data and Internet services to medium and large businesses and
enterprise organizations throughout 15 Eastern states and the
District of Columbia. US LEC services include local and long
distance calling services, Voice over Internet Protocol (VoIP)
service, advanced data services such as Frame Relay, Multi-Link
Frame Relay and ATM, dedicated and dial-up Internet services,
managed data solutions, data center services and Web hosting. US
LEC also provides selected voice services in 27 additional states,
selected nationwide data services and MegaPOP(R), a nationwide
local dial-up Internet access product for ISPs.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 17, 2004,
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Charlotte, North Carolina-based competitive local
exchange carrier US LEC Corp. The outlook is negative.

A 'B-' rating was assigned to the company's proposed $150 million
second-priority senior secured floating-rate notes due 2009 to be
issued under Rule 144A with registration rights. These notes are
rated at the same level as the corporate credit rating because a
potential priority obligation, in the form of a carve-out for a
maximum $10 million of first-priority lien debt under the
indenture for these notes, is nominal relative to asset value.
Proceeds from the notes will be used to refinance approximately
$120.4 million of bank debt and $6.8 million of subordinated notes
at face value. Pro forma for the refinancing, US LEC had total
debt of about $150 million ($160 million after adjusting for
operating leases) at June 30, 2004.

"Ratings primarily reflect concerns over the longer-term viability
of small CLECs like US LEC in light of the expected increase in
competitive pressure from more formidable rivals," said Standard &
Poor's credit analyst Michael Tsao. "As a result, we expect some
deterioration in currently modest leverage metrics." US LEC,
which has a "smart build" network comprising owned switches and
leased loops, focuses on providing voice, data, and Internet
services to mid- and large-size enterprises in 107 markets in
which either Verizon Communications, Inc., or BellSouth Corp.
operates as the incumbent local exchange carrier -- ILEC.


WELLS FARGO: Fitch Places Low-B Ratings on Classes B-4 & B-5
------------------------------------------------------------
Fitch rates Wells Fargo mortgage pass-through certificates, series
2004-Z:

     -- $1,254,786,100 classes I-A-1, I-A-2, II-A-1, II-A-2, II-
        A--IO, and II-AR (senior certificates) 'AAA';

     -- $19,505,000 class B-1 'AA+';

     -- $9,753,000 class B-2 'A+';

     -- $5,851,000 class B-3 'BBB+';

     -- $5,851,000 class B-4 'BB';

     -- $1,951,000 class B-5 'B.'

The 'AAA' rating on the senior certificates reflects the 3.5%
subordination provided by:

     * the 1.5% class B-1 certificates,
     * the 0.75% class B-2 certificates,
     * the 0.45% class B-3 certificates,
     * the 0.45% privately offered class B-4 certificates,
     * the 0.15% privately offered class B-5 certificates, and
     * the 0.2% privately offered class B-6.

Classes rated based on subordination:

     * B-1 'AA+',
     * B-2 'A+',
     * B-3 'BBB+',
     * B-4 'BB', and
     * B-5 'B'

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

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the servicing capabilities of
Wells Fargo Bank, N.A. (WFB), rated 'RPS1' by Fitch.

The transaction is secured by two pools of mortgage loans, which
consist of fully amortizing, one- to two-family, adjustable-rate
mortgage loans that provide for a fixed interest rate during an
initial period of approximately five years.

Thereafter, the interest rate will adjust on an annual basis to
the sum of the weekly average yield on U.S. Treasury Securities
adjusted to a constant maturity of one year and a gross margin.
Approximately 80.68% of the mortgage loans are interest-only
loans, which require only payments of interest until the month
following the first adjustment date.

The mortgage loan groups are aggregated for statistical purposes
as represented below.

The mortgage loans have an aggregate principal balance of
approximately $1,300,297,850 as of the cut-off date (Nov. 1,
2004), an average balance of $390,597, a weighted average
remaining term to maturity of 359 months, a weighted average
original loan-to-value ratio -- OLTV -- of 71.93%, and a weighted
average coupon of 4.881%.

Rate/term and cashout refinances account for 21.52% and 7.75% of
the loans, respectively.  The weighted average FICO credit score
of the loans is 737.  Owner-occupied properties and second homes
constitute 92.25% and 7.75% of the loans, respectively.  The
states that represent the largest geographic concentration are
California (42.41%) and Virginia (6.12%).

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

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
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

All of the mortgage loans were generally originated in conformity
with underwriting standards of Wells Fargo Home Mortgage, Inc.
Wells Fargo Home sold the loans to Wells Fargo Asset Securities
Corporation, a special purpose corporation, who deposited the
loans into the trust.

The trust issued the certificates in exchange for the mortgage
loans.  Wells Fargo Bank, an affiliate of Wells Fargo Home, will
act as servicer, master servicer, and custodian, and Wachovia
Bank, N.A. will act as trustee and paying agent.  For federal
income tax purposes, elections will be made to treat the trust as
three separate real estate mortgage investment conduits.


WICHITA HOCKEY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Wichita Hockey, Inc.
        505 West Maple, Suite 100
        Wichita, Kansas 67213

Bankruptcy Case No.: 04-16570

Type of Business: The Debtor operates a hockey team.

Chapter 11 Petition Date: November 30, 2004

Court: District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: David G. Arst, Esq.
                  Arst & Loyd
                  150 North Main, Suite 515
                  Wichita, KS 67202
                  Tel: 316-265-4222

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Horn Chen                                     $560,000
c/o Lester Rosen
666 Dundee Rd. 1706
Northbrook, IL 60062

Central Hockey League                          $90,000
4909 E. McDowell Road 104
Phoenix, AZ 85008

HILB Rogal & Hobbs                             $70,000
P.O. Box 1149
Amarillo, TX 79105

Kansas Department of Revenue                   $60,000

Berkley Risk                                   $20,000

Sherwood-Drolet Corp Ltd.                      $14,000

Via Christi Reg. Med. Center                   $12,000

Southern Sports Supply                         $11,000

Klenda Mitchell                                $11,000

Express Sports                                  $9,000

Sunflower Marketing                             $8,000

Journal Broadcast Group                         $8,000

Jansport                                        $8,000

Gear for Sports                                 $7,000

Eagle Rehab Corp.                               $6,500

Advance Orthopaedic Associates                  $6,500

Coordinated Systems & Supplies                  $5,500

Greater Wichita Area Sports Commission          $5,000

Via Christi Foundation                          $4,000

Purchase Power                                  $4,000


YELLOW ROADWAY: Launches Convertible Senior Debt Offering
---------------------------------------------------------
Yellow Roadway Corporation (Nasdaq: YELL) has commenced offers
pursuant to which holders of its 5.0% Contingent Convertible
Senior Notes due 2023 and 3.375% Contingent Convertible Senior
Notes due 2023 may exchange their Existing Notes for an equal
amount of the company's new 5.0% Net Share Settled Contingent
Convertible Senior Notes due 2023 and 3.375% Net Share Settled
Contingent Convertible Senior Notes due 2023, respectively.  The
New Notes will contain a net share settlement feature that, upon
conversion, provides for the principal amount of the New Notes to
be settled in cash and the excess value to be settled in common
stock, as well as an additional change in control feature.

The company is offering to exchange $1,000 in principal amount of
New Notes for each $1,000 in principal amount of its Existing
Notes accepted for exchange.  New Notes will be issued in
denominations of $1,000 and any integral multiple of $1,000.
Holders of the Existing Notes may tender all, some or none of
their Existing Notes.  The exchange offers will expire at 12:01
a.m., New York City time, on Dec. 29, 2004, unless extended or
withdrawn.  Holders must tender their Existing Notes prior to the
expiration date if they wish to participate in the exchange
offers.  Full details of the terms and conditions of the exchange
offers are included in the company's preliminary prospectus dated
November 30, 2004.

Credit Suisse First Boston is acting as dealer manager and Morrow
& Co., Inc. is the information agent for the exchange offers.
Copies of the prospectus and the related letter of transmittal may
be obtained from:

            Morrow & Co., Inc.
            445 Park Avenue, 5th Floor
            New York, New York 10022
            Tel. No. (212) 754-8000
                     (800) 607-0088

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

                        About the Company

Yellow Roadway Corporation is one of the largest transportation
service providers in the world. Through its subsidiaries including
Yellow Transportation, Roadway Express, New Penn Motor Express,
Reimer Express, Meridian IQ and Yellow Roadway Technologies,
Yellow Roadway provides a wide range of asset and non-asset-based
transportation services integrated by technology. The portfolio of
brands provided through Yellow Roadway Corporation subsidiaries
represents a comprehensive array of services for the shipment of
industrial, commercial and retail goods domestically and
internationally. Headquartered in Overland Park, Kansas, Yellow
Roadway Corporation employs over 50,000 people.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 15, 2004,
Moody's Investors Service assigned a Ba1 rating to Yellow Roadway
Corporation's $500 million unsecured revolving credit facility due
2009.  Concurrently, Moody's upgraded the company's senior
unsecured and issuer ratings to Ba1, affirmed the senior implied
at Ba1, and withdrew the senior secured rating.  The rating
outlook remains positive.

The rating actions reflect the change in relative priority of
claim among creditors in Yellow Roadway's capital structure as a
result of the replacement of an existing secured bank credit
facility with a new unsecured facility.  With all of the company's
debt now unsecured, Moody's upgraded the senior unsecured and
issuer ratings to the senior implied rating of Ba1.

                          *********

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-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
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                *** End of Transmission ***