TCR_Public/041203.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, December 3, 2004, Vol. 8, No. 266

                           Headlines

24 HOUR FITNESS: S&P Puts B Rating on $480M Sr. Secured Facility
ACTUANT CORP: Acquires A.W. Sperry Instruments for $12.5 Mil. Cash
AMERICAN AIRLINES: Enhances Tulsa Bondholders' Collateral Position
AMERICAN COMMERCIAL: Three Entities Object to Chapter 11 Plan
AMERICAN EQUITY: S&P Rates Planned $175M Sr. Unsecured Debt BB+

APPLIED EXTRUSION: Hiring Bankruptcy Services as Claims Agent
AVAYA INCORPORATED: Gets Requisite Consents to Amend Indenture
AVENTINE RENEWABLE: Moody's Rates Planned $160M Sr. Sec. Notes B3
BENROCK INC: Case Summary & 20 Largest Unsecured Creditors
BOMBARDIER INC: Posts $10 Million Net Income for 2004 3rd Quarter

CALL-NET: S&P Downgrades Ratings to B- & Says Outlook is Negative
CARE CONCEPTS: Shareholders OK Name Change to Interactive Brand
CARTHAGE PALACE: Case Summary & 3 Largest Unsecured Creditors
CCO HOLDINGS: Fitch Junks Proposed $500 Million Senior Notes
CCO HOLDINGS: Moody's Rates Planned $500 Million Senior Notes B3

CCO HOLDINGS: S&P Junks Proposed $500M Senior Floating-Rate Notes
CHESAPEAKE CORP: Moody's Puts B2 Rating on EUR100M Sr. Sub. Notes
CHESAPEAKE ENERGY: Pricing $600 Million 6.375% Senior Notes
CHESAPEAKE ENERGY: Fitch Rates $600M Senior Unsecured Notes BB
CHESAPEAKE ENERGY: Moody's Rates $600M Senior Unsecured Notes Ba3

CHINA WORLD: Retains Anne McBride for Investor Relations Work
CHIQUITA BRANDS: Declares $0.10 Per Share Quarterly Dividend
CLEMROSE PROPERTIES: Case Summary & Largest Unsecured Creditor
COMBUSTION ENGINEERING: 3rd Cir. Rejects Prepackaged Asbestos Plan
CORAM HEALTHCARE: Emerges from Bankruptcy Protection

CUMULUS MEDIA: Moody's Assigns Ba3 Rating to $75M Sr. Sec. Loan
CWMBS INC: Fitch Puts Low-B Ratings on Classes B-3 & B-4 Certs.
DALLAS AEROSPACE: Hires McGuire Craddock as Bankruptcy Counsel
DALLAS AEROSPACE: U.S. Trustee Unable to Form Creditors' Committee
DELTA AIR: Closing Financing Pacts with GE & American Express

DII INDUSTRIES: Court Approves Domestic Settlement Agreement
DYNEGY INC: Completes Sale of 50% Interest in Chesapeake Facility
ELAN CORP: Completes Debt Offering & Consent Solicitation
EQUIFIN: Audit Panel Looks for New Auditor After J.H. Cohn Resigns
EQUIFIRST MORTGAGE: Fitch Rates Classes B-1 & B-2 Certs. Low-B

FEDERAL-MOGUL: Court Approves Maremont Settlement Agreement
FIRST HORIZON: Fitch Places Low-B Ratings on Classes B-4 & B-5
FREEPORT-MCMORAN: Moody's Ups Senior Unsecured Debt Rating to B1
GATEWAY EIGHT: Case Summary & 18 Largest Unsecured Creditors
GOLDENEYE MANAGEMENT: Voluntary Chapter 11 Case Summary

GOPHER STATE: Court Approves Bidding Procedures for All Assets
GOPHER STATE: Employs Biditup Industrial as Selling Agent
HUDSON BAY: S&P Rates Proposed $200 Mil. Senior Secured Notes B
HUNTSMAN INTL: Raising $350 Million through Private Debt Offering
ILLINOIS DEVELOPMENT: Moody's Pares Revenue Bonds' Rating to Ba3

ILLINOIS DEVT: Moody's Affirms Refunding Bonds' Ba1 Rating
INTERDENT INC: S&P Rates Proposed $80M Senior Secured Notes B
INTEREP NATIONAL: Moody's Junks $99M Senior Subordinated Notes
INTERSTATE BAKERIES: U.S. Trustee Appoints Equity Committee
INTERSTATE BAKERIES: Wants to Fix March 21 General Claims Bar Date

KEWL CORP: Accolade Unit Acquires $546,328 Toronto Dominion Claim
LA QUINTA PROPERTIES: Declares Dividend on 9% Preferred Stock
KING PHARMACEUTICALS: Moody's Pares Ratings & May Lower Again
MASTR ALTERNATIVE: Fitch Puts BB Rating on Class B-I-4 Certs.
MEDIA GROUP: Wants Exclusive Plan-Filing Period Extended to Feb. 4

MEDIA GROUP: Has Until Jan. 4 to Make Lease-Related Decisions
MERRILL LYNCH: Fitch Rates Classes B-1 & B-2 Certificates Low-B
MERRILL LYNCH: Fitch Puts Low-B Ratings on Classes B-4 & B-5
METRIS MASTER: Fitch Ups Ratings on $84.53 Class C Notes to AAA
METRIS MASTER: Moody's Lifts $84.53M Secured Notes' Rating to Aaa

MILLENNIUM CHEMICALS: S&P Downgrades Ratings to B+
MORTGAGE ASSET: Fitch Puts BB+ Rating on Class B Certificates
NHC COMMS: Oct. 29 Stockholders' Deficit Narrows to C$4 Million
NSG HOLDINGS: S&P Lifts Rating on $160M Sr. Sec. Facility to B+
OMI CORP: S&P Rates Proposed $225M Senior Convertible Debt B+

ON SEMICONDUCTOR: Commencing Sr. Debt Offer & Consent Solicitation
OWENS CORNING: Chinese Unit to Pay $4.8 Million Dividend
PARMALAT USA: Former VP F. Ferrante Asks Court to Quash Subpoena
PHOENIX COLOR: S&P Revises Outlook on B Rating to Negative
PHOENIX QUAKE: Moody's Pares $85M Notes' Rating to B3 from Ba1

PLYMOUTH RUBBER: Applies for Voluntary AMEX Delisting
PREMCOR REFINING: Fitch Says Ratings Unaffected by Encana Pact
QUANTA SERVICES: Moody's Revises Outlook on Ratings to Negative
REVLON CONSUMER: Moody's Downgrades Liquidity Rating to SGL-4
RICHMOND CITY: Moody's Confirms Ba3 Rating with Negative Outlook

ROBOTIC VISION: First Creditors Meeting Slated for December 22
SALOMON BROTHERS: Fitch Puts Low-B Ratings on Four Cert. Classes
SBA COMMS: 76% of Senior Noteholders Agree to Amend Indenture
SOLA INTL: S&P Revises Outlook on BB- Rating to Negative
SOLUTIA INC: European Subsidiary Amends Fiscal Agency Agreement

STELCO INC: GMP Securities Won't Pursue "Stalking Horse" Bid
TCW LEVERAGED: DDD-Rated Senior Secured Notes Paid in Full
TENET HEALTHCARE: Subsidiary Completes Med. Center Sale to Midway
TEXAS GENCO: S&P Rates Proposed $1.125B Senior Unsecured Notes B
TRAILER BRIDGE: Closes $85 Million Senior Secured Debt Offering

UNITED AIRLINES: Strike Ballots Mailed to United Flight Attendants
US AIRWAYS: Court Disagrees with Teamster on Rule 2004 Discovery
VERESTAR INC: FCC Gives Final Nod on $18.5 Million Acquisition
WESTPOINT STEVENS: Wants Exclusive Filing Period Stretched to Feb.

* BOOK REVIEW: Wildcatters: A Story of Texans, Oil & Money


                           *********

24 HOUR FITNESS: S&P Puts B Rating on $480M Sr. Secured Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' bank loan
rating, with a recovery rating of '3', to 24 Hour Fitness
Worldwide Inc.'s amended $480 million senior secured credit
facilities.  The facilities include a $130 million add-on to the
company's existing $275 million term loan B due 2009 and a
$75 million revolving credit facility due 2008.  The proceeds,
together with cash on the balance sheet, will be used to retire
$120 million in senior subordinated notes and $68.3 million in
junior subordinated notes.

The rating is the same as the corporate credit rating, which was
affirmed along with all other existing ratings.  At
Sept. 30, 2004, 24 Hour Fitness had total debt outstanding,
including redeemable preferred stock, of about $532 million.  The
outlook is positive.

"The ratings reflect 24 Hour Fitness' debt-financed growth
strategy, its high financial risk, and the competitive pressures
of the fitness club industry.  These considerations are partially
offset by the company's geographic diversity and market-leading
club clusters in several metropolitan areas," said Standard &
Poor's credit analyst Andy Liu.

San Ramon, California-based 24 Hour Fitness is the second-largest
operator of fitness clubs in the U.S., with 329 clubs and
2.8 million members.  Its geographical footprint of mid-market
fitness clubs extends from the West Coast to the Southeast, with a
concentration in California.  California is 24 Hour Fitness' most
important market; more than 50% of its clubs are located in that
state.  The company enjoys a 40% share of the California fitness
market, with well-developed club clusters in San Francisco, Los
Angeles, and San Diego.

Outside of California, 24 Hour Fitness has strong club clusters
in:

               * Las Vegas, Nevada;
               * Portland, Oregon;
               * Seattle, Washington;
               * Denver, Colorado; and
               * Dallas, Texas; and
               * Houston, Texas.

These club clusters help lessen revenue volatility resulting from
differing regional economic cycles.  The company is looking to
strengthen its market position with new builds in these markets
and several other developing markets, including:

               * Kansas City, Missouri;
               * St. Louis, Missouri;
               * Salt Lake City, Utah; and
               * Austin, Texas.

While 24 Hour Fitness has many strong market clusters, its clubs
are still vulnerable to strong regional and niche competitors such
as LA Fitness International LLC, Life Time Fitness Inc., and
Equinox Holdings Inc.


ACTUANT CORP: Acquires A.W. Sperry Instruments for $12.5 Mil. Cash
------------------------------------------------------------------
Actuant Corporation (NYSE:ATU) purchased all of the outstanding
stock of A.W. Sperry Instruments, Inc., for approximately
$12.5 million in cash.  No other financial terms are being
disclosed.

The company employs approximately 35 employees at its Hauppauge,
New York facility, where it designs, tests, assembles, packages,
and markets meters to leading companies, including The Home Depot,
Lowe's, MSC, and Rainbird.  A.W. Sperry maintains a leading market
position selling electrical test meters and instruments to the
professional and do-it-yourself retail channels.  Funding for this
transaction was provided by Actuant's revolving credit facility.

Robert Arzbaecher, President and Chief Executive Officer of
Actuant, commented, "A.W. Sperry is a great example of a strategic
product line acquisition for Actuant.  It expands our electrical
presence in both the retail and professional channels, and the
transaction is immediately accretive to earnings."

A.W. Sperry will report into the Gardner Bender business of
Actuant's Tools & Supplies segment.  Mark Goldstein, Executive
Vice President of Actuant and Tools & Supplies Segment Leader,
stated, "A.W. Sperry is a natural addition to Gardner Bender.
Growing customer demand for product line consolidation, strong
market and brand leadership, comprehensive product portfolio and
innovative products are all factors that attracted Actuant to A.W.
Sperry.  Fred Malawista, President of A.W. Sperry, and his team
have worked hard over the past 38 years to develop a strong brand
franchise and position in the marketplace.  We believe that by
combining our respective product lines and development talents, we
will be able to offer customers an unparalleled opportunity to
grow their businesses.  I look forward to working with Fred
Malawista and his management team to ensure a smooth transition."

                       About the Company

Actuant Corporation, headquartered in Milwaukee, Wisconsin, is a
diversified global provider of highly engineered position and
motion control systems and branded tools end-users in a variety of
industries.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2004,
Standard & Poor's Ratings Services revised its outlook on Actuant
Corp. to positive from stable.  At the same time, S&P affirmed its
rating on the Milwaukee, Wisconsin-based company.

As reported in the Troubled Company Reporter on May 5, 2004,
Standard & Poor's Ratings Services assigned its 'BB' rating to the
$250 million senior revolving credit facility of Actuant Corp.
(BB).


AMERICAN AIRLINES: Enhances Tulsa Bondholders' Collateral Position
------------------------------------------------------------------
American Airlines, Inc., a wholly owned subsidiary of AMR
Corporation (NYSE: AMR), disclosed that in connection with the
remarketing of the $112,355,000 Trustees of the Tulsa Municipal
Airport Trust Revenue Bonds, Refunding Series 2000A, it has
enhanced, effective Dec. 1, 2004, the collateral provisions of the
Series 2000A Bonds, and all other bonds of the Trustees which were
issued under the same bond indenture.  The bond proceeds were used
to finance the construction or acquisition and installation of
certain improvements at American's Tulsa maintenance base.

The enhancements include modifications to the reletting rights
available to the Bond Trustee and the granting of a leasehold
mortgage to the Bond Trustee, both for the benefit of the
bondholders.

In addition to the Series 2000A Bonds, other outstanding bonds
issued by the Trustees for the benefit of American, all of which
were issued under the same bond indenture as the Series 2000A
Bonds, include:

     --  $27,500,000 Tulsa Municipal Airport Trust Revenue Bonds,
         Series 1992, 7.35% coupon, maturing in 2011;

     --  $97,710,000 Tulsa Municipal Airport Trust Revenue Bonds,
         Series 1995, 6.25% coupon, maturing in 2020;

     --  $63,000,000 Tulsa Municipal Airport Trust Revenue Bonds,
         Refunding Series 2000B, 6.00% coupon, maturing in 2035;

     --  $27,500,000 Tulsa Municipal Airport Trust Revenue Bonds,
         Refunding Series 2001A, 5.375% coupon, maturing in 2035;
         and

     --  $125,205,000 Tulsa Municipal Airport Trust Revenue Bonds,
         Refunding Series 2001B, 5.65% coupon, maturing in 2035.

                        About the Company

American Airlines is the world's largest carrier.  American,
American Eagle and the AmericanConnection(R) regional carriers
serve more than 250 cities in over 40 countries with more than
3,800 daily flights.  The combined network fleet numbers more than
1,000 aircraft.  American's award- winning Web site, AA.com,
provides users with easy access to check and book fares, plus
personalized news, information and travel offers.  American
Airlines is a founding member of the oneworld Alliance(R), which
brings together some of the best and biggest names in the airline
business, enabling them to offer their customers more services and
benefits than any airline can provide on its own.  Together, its
members serve more than 575 destinations in 135 countries and
territories.  American Airlines and American Eagle are units of
the AMR Corporation.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 1, 2004,
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and its '1' recovery rating to an $850 million amended and
restated senior secured credit facility available to AMR Corp.
subsidiary American Airlines Inc. (B-/Stable/--).


AMERICAN COMMERCIAL: Three Entities Object to Chapter 11 Plan
-------------------------------------------------------------
Three entities object to confirmation of the Plan of
Reorganization filed by American Commercial Lines LLC and its
debtor-affiliates in their chapter 11 cases.

A full-text copy of the Plan and the Disclosure Statement is
available for a fee at:

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

          Plan is Illegal, Says Alabama Port Authority

The Alabama State Port Authority tells the U.S. Bankruptcy Court
for the Southern District of Indiana that it is illegal for the
State of Alabama to acquire an ownership interest in the
reorganized company.  The Plan classifies the Port Authority's
$867,399.10 claim as a general unsecured claim, which will convert
into shares in the Reorganized Company.  Section 93 of the Alabama
Constitution prohibits the State from holding any interest in a
private or corporate enterprise.

To resolve the problem, the Port Authority may elect to be a part
of the Convenience Class.  The election would reduce its claim to
$668,000.  The $668,000 claim, then, can be paid in cash pursuant
to the Plan.   But the Port Authority will not agree to the claim
reduction.  The Port Authority says it will, however, be amenable
to reduce its claim if the Debtors will take responsibility for
removing derelict leased barges.

              PBGC Wants Pension Plans Protected

Pension Benefit Guaranty Corporation -- a federal government
agency that guarantees the payment of certain benefit that have
been promised to the workers and retirees who are covered under
the Debtors' defined pension plans -- wants the Debtors to make a
binding, unequivocal commitment to maintain its Pension Plan and
comply with all applicable requirements.  Although the Debtors
suggested that the Pension Plans will continue post confirmation,
the Plan do not make that explicitly clear.  The PBGC wants the
Plan or confirmation order to contain adequate provisions that
protect the Pension Plans, their participants, and the PBGC.

            Brown Water Marine Wants Claim Separated

Brown Water Marine Service, Inc., argues that the Plan fails to
comply with Sections 1122(a) and 1123(a)(1) of the Bankruptcy Code
because it improperly classifies Brown Water Marine's Critical
Vendor Claim with other claims that are substantially dissimilar.

The Plan currently classifies Brown Water Marine's claim as a
Maritime Lien Claim.  Brown Water Marine is a party to a Court-
approved Critical Vendor Agreement.  As a Critical Vendor
Claimant, Brown Water Marine and the Debtors agreed that Brown
Water Marine has a lien against all of the Debtors' assets.   The
"marshalling" raised in the Debtors' disclosure statement applies
to other Maritime Lien Claimants but not to Brown Water Marine,
because, in effect, all of the Debtors' assets have already been
marshaled for the benefit of Brown Water Marine's secured claim.
Because the claims are highly dissimilar, they must be separately
classified.  Absent separate classification, the Plan cannot be
confirmed, Brown Water Marine contends.

                      Confirmation Hearing

A hearing to consider confirmation of the plan and the three
objections is scheduled for Friday, December 10, at the U.S.
Bankruptcy Court for the Southern District of Indiana, New Albany
Division, 121 West Spring Street, New Albany, Indiana, at 10:00
a.m.  At the confirmation hearing, the Debtors are expected to
inform the Court of the results of the tabulation of ballots
accepting and accepting the Plan.

American Commercial Lines LLC, an integrated marine transportation
and service company transporting more than 70 million tons of
freight annually using 5,000 barges and 200 towboats in North and
South American inland waterways, filed for chapter 11 protection
on January 31, 2003 (Bankr. S.D. Ind. Case No. 03-90305).
American Commercial is a wholly owned subsidiary of Danielson
Holding Corporation (Amex: DHC).  Suzette E. Bewley, Esq., at
Baker & Daniels represents the Debtors in their restructuring
efforts.  As of September 27, 2002, the Debtors listed total
assets of $838,878,000 and total debts of $770,217,000.


AMERICAN EQUITY: S&P Rates Planned $175M Sr. Unsecured Debt BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior debt
rating to American Equity Investment Life Holding Co.'s (AEL)
proposed $175 million senior, unsecured convertible debt issue,
which is due in 2024.  There is an option to issue an additional
$75 million.

The proceeds of the issuance will support AEL's insurance
operating company growth.

"The rating reflects the company's better risk management, the
senior team's enhanced capabilities, AEL's well-managed growth
without damaging the relationship with its distribution force,
improving earnings and interest coverage, improved capital at the
operating companies, and strong liquidity," said Standard & Poor's
credit analyst Jose Siberon.

Despite all these positive factors, Standard & Poor's is concerned
about the quality of capital and earnings at both the operating
companies and the holding company because of the increasing
financial leverage as well as the continued, but improved,
aggressive asset/liability management and product concentration.
The asset/liability management risk could cause volatility of the
GAAP equity and deferred acquisition cost assets in a rising
interest rate environment.  As a result, the company's economic
long-term profitability could be affected if interest rates rise
rapidly in the near term or if the yield curve flattens.

In 2004 and 2005, AEL is expected to continue to generate
sustainable, controlled asset growth from its distribution
channels while improving its profitability through improving gross
spreads and maintaining expense discipline.


APPLIED EXTRUSION: Hiring Bankruptcy Services as Claims Agent
-------------------------------------------------------------
Applied Extrusion Technologies, Inc., and its debtor-affiliate ask
the U.S. Bankruptcy Court for the District of Delaware for
authority to retain Bankruptcy Services LLC as their noticing,
claims and balloting agent.

Bankruptcy Services will:

   (a) prepare and serve required notices in these chapter 11
       cases, which may include:

      (1) notice of the commencement of these chapter 11
          cases and the initial meeting of creditors
          pursuant to section 341(a) of the Bankruptcy Code;

      (2) notice of objections to claims;

      (3) notice of any hearings on the Debtors' solicitation
          and Disclosure Statement and confirmation of the
          Reorganization Plan

      (4) other miscellaneous notices to any entities, as
          the Debtors or the Court may deem necessary or
          appropriate for an orderly administration of these
          cases;

   (b) prepare for filing with the Clerk's Office a certificate
       or affidavit of service that includes a copy of the
       notice involved, an alphabetical list of persons to whom
       the notice was mailed and the date and manner of mailing;

   (c) receive, examine and maintain copies of all proofs of
       claim and proofs of interest filed;

   (d) create and maintain official claims registers by docketing
       all proofs of claims and proofs of interest which includes
       the following information:

       (1) name and address of the claimant or interest holder
           and any agent, if the proof of claim or proof of
           interest was filed by an agent;

       (2) date of receipt of the proof of claim or proof of
           interest by Bankruptcy Services or by the Court;

       (3) claim number assigned to the proof of claim or proof
           of interest;

       (4) amount and classification of claim; and

       (5) the applicable Debtor the claim or interest is
           asserted;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (f) transmit a copy of the claims registers to the Clerk's
       Office on a weekly basis, unless requested on a more or
       less frequent basis;

   (g) maintain an up-to-date mailing list for all entities that
       filed proofs of claims or proofs of interest and making
       the list available upon request;

   (h) provide access to the public copies of proofs of claim or
       proofs of interest without charge during regular business
       hours;

   (i) record all transfers of claims and provide notice of the
       transfers pursuant to Bankruptcy Rule 3001(e);

   (j) comply with federal, state, municipal and local statues,
       ordinances, rules, regulations, orders and other
       requirements;

   (k) promptly comply with conditions and requirements of the
       Court or the Clerk's Office;

   (l) provide for processing, noticing and administrative
       services of other claims requested by the Debtors;

   (m) oversee the distribution of solicitation materials to
       holders of claims or interest;

   (n) respond to mechanical and technical distribution and
       solicitation inquiries;

   (o) receipt, review and tabulation of ballots cast and
       determine its timeliness pursuant to the Bankruptcy Code,
       Bankruptcy Rules and procedures ordered by the Court;

   (p) certify results of the ballots to the Court; and

   (q) perform other related plan solicitation services as
       requested by the Debtors.

The Debtors will pay BSI's customary hourly rates for services:

          Designation                Hourly Rate
          -----------                -----------
          Kathy Gerber               $210
          Senior Consultants         $185
          Programmer                 $130 - $160
          Associate                  $135
          Data Entry/Clerical        $ 40 - $ 60
          Schedule Preparation       $225

and reimburse all expenses incurred by BSI.

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

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.


AVAYA INCORPORATED: Gets Requisite Consents to Amend Indenture
--------------------------------------------------------------
Avaya, Inc., (NYSE: AV) reported the final results of its
previously announced cash tender offer and consent solicitation
with respect to its $284,395,000 aggregate principal amount of
11-1/8% Senior Secured Notes due 2009.

As of 5:00 p.m., New York City time on Dec. 1, 2004, which was the
expiration date of the tender offer and consent solicitation,
holders of the Notes had tendered $271,190,000 aggregate principal
amount of the Notes (approximately 95.4% of the total outstanding
principal amount).  Holders of a sufficient number of Notes
previously consented to amendments to the Indenture pursuant to
which the Notes were issued.  A supplemental indenture was
executed by Avaya and The Bank of New York, as trustee and became
effective on Nov. 16, 2004.  The supplemental indenture eliminated
substantially all restrictive covenants, the reporting
requirements and certain events of default from the Indenture, as
well as eliminated the requirement under the Indenture to provide
security for the Notes and related provisions regarding the
collateral.

The company said $13,205,000 aggregate principal amount of Notes
remain outstanding.

                       About the Company

Avaya, Inc., designs, builds and manages communications networks
for more than one million businesses worldwide, including more
than 90 percent of the FORTUNE 500(R).  Focused on businesses
large to small, Avaya is a world leader in secure and reliable
Internet Protocol telephony systems and communications software
applications and services.

Driving the convergence of voice and data communications with
business applications -- and distinguished by comprehensive
worldwide services -- Avaya helps customers leverage existing and
new networks to achieve superior business results. For more
information visit the Avaya website: http://www.avaya.com/

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 18, 2004,
Standard & Poor's Ratings Services raised its rating on Basking
Ridge, New Jersey-based Avaya Inc.'s senior unsecured debt to 'B+'
from 'B' to reflect lower amounts of priority secured debt in
Avaya's capital structure.  On November 16, 2004, Avaya announced
it had successfully tendered for $271 million of its outstanding
$284 million of senior secured notes.  Avaya maintains access to
an undrawn $250 million senior secured credit facility, although
the senior unsecured debt holders would not be materially
disadvantaged.  The corporate credit rating is affirmed, with a
positive outlook.


AVENTINE RENEWABLE: Moody's Rates Planned $160M Sr. Sec. Notes B3
-----------------------------------------------------------------
Moody's Investors Service assigned:

   * a B3 senior implied rating to Aventine Renewable Energy
     Holdings, Inc.,

   * a B3 rating to the company's proposed $160 million senior
     secured floating rate notes, and

   * a speculative grade liquidity rating of SGL-2.

Proceeds from the debt offering, combined with a $15 million
drawdown under the secured credit facility will be used to pay a
dividend of $107 million to existing shareholders and management
option holders, and fund a $62.5 million plant expansion to the
company's main ethanol plant in Pekin, Illinois.  The rating
outlook is stable.  This is a first-time rating for the company.

Ratings Assigned:

   * Senior Implied -- B3
   * Guaranteed senior secured notes, $160 million due 2011 -- B3
   * Senior Unsecured Issuer Rating -- Caa2
   * Speculative Grade Liquidity rating -- SGL-2

The B3 ratings reflect significant uncertainty over the next
12 to 24 months with regard to the supply/demand balance in
ethanol, substantial refinancing risk due to potential changes in
the industry over the next 7 years, the presence of two major
competitors with substantially greater resources, limited product
and customer diversification, negative net worth, limited barriers
to entry, and a significant level of operating leases.  The
ratings are supported by Aventine's moderately levered balance
sheet with pro forma debt to EBITDA, adjusted for the debt
offering and certain expenses, of 4.0 times for the LTM ended
September 30, 2004, the company's position as the second largest
marketer of ethanol in the US, elevated near-term margins due to
the high price of oil and low price of corn, the strength of the
farm lobby which will likely prevent any decline in existing
demand for ethanol, and a guaranteed level of profit from
contractual resale agreements with other ethanol producers.

The stable outlook reflects the potential for a significant
decline in profitability over the next 12 months due to new
ethanol capacity coming on-stream and limited additional demand.
Moody's concerns over new capacity additions are mitigated by the
cash income from contractual resale agreements, as well as the
company's lower-cost production at the Pekin facility due to its
size and the economics of the wet-mill process which produce
higher value by-products.

The ethanol industry has grown rapidly over the past 5 years as
its use in gasoline has increased.  Beverage, food and industrial
applications are projected to account for less than 400 million
gallons of the more than 3 billion gallons of US ethanol demand in
2004.  Both ethanol demand and capacity have expanded rapidly over
the past two years as California, New York and Connecticut
implemented bans on the use of MTBE -- methyl tertiary butyl
ether, adding roughly 1.4 billion gallons of additional demand in
2004.  MTBE was used as an additive to reach the 2% oxygen
requirement in reformulated gasoline -- RFG; MTBE has been
replaced in these states with an RFG containing 10% ethanol.
Growth in ethanol demand will primarily be driven by the expansion
of RFG into new markets as required under the Clean Air Act, or
with new Congressional legislation that is likely to be included,
in some form, in the Congressional energy bill.  This energy bill
is likely to be reintroduced in Congress sometime in 2005.

Reliance on the terms of the Clean Air Act and its associated RFG
oxygenate standard as the mechanism for further growth in ethanol
demand and maintaining a stable ethanol supply/demand balance is a
concern to Moody's.  Currently, New York and California have
initiated actions to overturn or get the Environmental Protection
Agency to reconsider its prior ruling and grant waivers to the
oxygen mandate.  Both of these states have raised concerns over
the efficacy of ethanol in reducing the measured levels of
pollution.  Additionally, Atlanta, which was supposed to start
using RFG on January 1, 2005 (incremental 250 million gallons of
ethanol demand), has received a stay from a Federal judge to delay
the implementation of RFG in that region.  Atlanta has called into
question the efficacy of ethanol in reducing the levels of nitrous
oxides generated by automobiles; the level of nitrous oxides in
the region has forced the conversion to RFG under the Clean Air
Act.

Industry experts as well as EPA officials have recognized problems
with the existing legislation.  In an effort to address these
concerns and still promote the use of ethanol in the US, the
energy bill introduced into Congress in 2004 contained a provision
to replace the oxygen mandate with a renewable fuels mandate.
This legislation, which will likely be reintroduced in Congress in
2005, will set a minimum level for renewable fuels in 2005 and
future targets.  The energy bill in 2004 had provisions for
3.1 billion gallons in 2005, rising to 5 billion gallons in 2012.

The specific terms contained in any new energy legislation will be
critical to the industry's ability to handle the large amount of
new ethanol capacity scheduled to come on-stream over the next
12 months (currently estimated at 500 -750 million gallons).  In
addition to the capacity coming on-stream in the US, three plants
have been announced in the Caribbean and Central America
(Trinidad, Costa Rica and Panama), which could add over
200 million gallons of capacity over the next two years.  These
plants would purify crude ethanol from Brazil or produce ethanol
from cane sugar (a low-cost route to ethanol) and export it to the
US, avoiding the 54-cent per gallon tariff on imported ethanol.

Ethanol is typically priced at a premium to gasoline as marketers
of gasoline receive a 5.2-cent per gallon (52 cents per gallon of
ethanol used) tax credit for the use of ethanol.  This tax
incentive was recently extended to 2010.  Consequently, the market
price for ethanol is not tied to the price of corn, the primary
raw material.  Hence, the industry's margins will fall when crude
oil prices decline or corn prices increase.  If crude oil prices
fall back to the low $30 per barrel level, ethanol margins will
come under pressure even at today's low corn prices.  Ethanol
production from corn also yields several by-products.  These
by-products tend to offset the cost to produce ethanol and
constitute less than 10% of Aventine's revenues.

Despite concerns over the supply/demand balance for ethanol,
Moody's believes that Aventine should remain more profitable that
most other ethanol producers.  The first reason is scale;
Aventine's 100 million gallon Pekin plant is much larger than the
industry average of 40-50 million gallons.  Second is level of
revenue derived from the marketing of ethanol produced by other
companies, which provides enough volume to enable Aventine to
negotiate long-term contracts on reasonable terms with the major
gasoline retailers.  The contractual nature of these arrangements
provides a stable, but modest, income stream to defray fixed costs
in the trough of the cycle.  Third is the economics of the Pekin
wet-mill plant whose utilities are largely supplied by coal-fired
boilers.  The production costs of ethanol at this facility should
be in the lowest quartile in the US industry, especially when the
new dry-mill facility comes on-stream in late 2006.

The ratings reflect Moody's belief that the company's current
operating margins are at or near a cyclical peak and that margins
and free cash flow could decline significantly in 2005.  The
stable outlook reflects Moody's belief that operating performance
will remain significantly above the financial covenants in the
credit facility over the next 12-18 months.  The ratings or
outlook could be raised if new Federal legislation is enacted
which clearly increases the ethanol requirements in gasoline to
levels that would stabilize the supply/demand balance over the
next several years and reduce the level of imported ethanol that
is not subject to tariffs.  Over the longer term, the rating for
this company and the notes is likely to be limited due to Moody's
concern over technological innovations that would reduce the cost
of biomass plants to the point where they could compete on an
economic basis with ethanol plants.

The notching of the guaranteed senior secured notes (rated B3) at
the level of the senior implied reflects the fact that the notes
represent the vast majority of the company's capital.  The
company's obligations under the notes will be guaranteed by all
operating subsidiaries and secured by a first lien on
substantially all of the fixed assets at the company's Pekin,
Illinois facility (a 100 million gallon wet-mill ethanol plant
which is the company's main operating asset) and all monies
remaining in the escrow account during the construction of a new
57 million gallon dry-mill ethanol plant.  The notes will also
have a secondary lien on all other assets - primarily working
capital.  Moody's believes that this secondary lien on working
capital is of limited or no value due to the restrictive terms of
the intercreditor agreement.  The indenture for the notes also
contains many standard covenants that protect bondholders. More
specifically, the level of additional indebtedness is limited once
the fixed charge coverage ratio falls below 2 times and the
baskets for restricted payments and additional indebtedness is
limited.  The notes will not have a security interest in the
company's 80% owned 40 million gallon dry-mill facility in Aurora,
Nebraska.

The company will also have access to a $60 million asset-based
credit facility that will have a first lien on the company's
working capital.  This facility will be drawn to roughly
$20 million coincident with the issuance of the notes.  The
borrower under the facility is the company's main operating
subsidiary, Aventine Renewable Energy, Inc.  The lenders' position
is further supported by a secondary lien on the fixed assets at
the Pekin, Illinois facility.  Financial covenants include a fixed
charge coverage ratio of 1.1 times when availability falls below
$10 million and a limit on capital expenditures.  As of
September 30, 2004, and pro forma for this transaction, the
company would have had roughly $27 million of additional borrowing
capacity.

Adjusted for the transaction, Moody's views Aventine's liquidity
as good and therefore has assigned an SGL-2 rating.  The SGL-2
rating reflects Moody's belief that the company will have
approximately $20 million of outstandings under the credit
facility and at least $35 million of additional borrowing
capacity, given the debt repayment prior to November 19, 2004.
Furthermore, financial performance is expected to remain well
above the financial covenants in the credit facility over the next
year (i.e., a covenant cushion of at least 30%).

Aventine Renewable Energy Holdings, Inc, headquartered in Pekin,
Illinois, produces ethanol.


BENROCK INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Benrock, Inc.
        6900 Alcoa Road
        Benton, Arkansas 72015

Bankruptcy Case No.: 04-24405

Type of Business: The Debtor provides marine equipment & supplies.

Chapter 11 Petition Date: December 1, 2004

Court: Eastern District of Arkansas (Little Rock)

Judge: James G. Mixon

Debtor's Counsel: James E. Smith, Jr., Esq.
                  400 West Capitol Avenue, Suite 1700
                  Little Rock, AR 72201
                  Tel: 501-537-5111
                  Fax: 501-537-5113

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sierra International          Trade debt                $408,268
P.O. Box 8500-52648
Philadelphia, PA 19178

Telefliex Morse               Trade debt                $245,324
P.O. Box 8500-6865
Philadelphia, PA 19178

Michigan Wheel Corporation    Trade debt                $160,754
1501 Buchanan S.W.
Grand Rapids, MI 49507

Johnson Outdoors              Trade debt                $154,652

Mercury Marine                Trade debt                $147,040

The Wise Co., Inc.            Trade debt                $100,506

Carver Industries, Inc.       Trade debt                 $84,652

Kent Sporting Goods Co. Inc.  Trade debt                 $79,170

CDI Electronics/Repair Corp.  Trade debt                 $72,200

Garmin USA, Inc.              Trade debt                 $59,920

Tempo Products Company        Trade debt                 $50,727

NGK Spark Plugs               Trade debt                 $50,592

Marine Electric Suppliers     Trade debt                 $47,014

WISECO Performance            Trade debt                 $43,434

ARCO Auto & Marine Prod.,     Trade debt                 $37,542
Inc.

EZY-GLIDE, Inc.               Trade Debt                 $36,007

T-H Marine Supplies, Inc.     Trade debt                 $33,426

Tredit Tire & Wheel Co. Inc.  Trade debt                 $32,434

Val-Test Marine Division      Trade debt                 $27,671

Cook Manufacturing Corp.      Trade debt                 $26,399


BOMBARDIER INC: Posts $10 Million Net Income for 2004 3rd Quarter
-----------------------------------------------------------------
Bombardier, Inc., (TSX:BBD) reported its financial results for
third quarter ended Oct. 31, 2004:

      -- Consolidated revenues of $3.6 billion
      -- Net income of $10 million
      -- Overall order backlog of $33 billion
      -- Ongoing business jet recovery
      -- Aircraft deliveries totalling 69
      -- Aircraft orders totalling 86
      -- Restructuring of Transportation taken to the next level
      -- Strong liquidity

Bombardier, Inc., maintained profitability through the third
quarter, despite an exceptionally challenging business environment
in both the aerospace and transportation sectors.

Financial results for the quarter showed consolidated earnings
before taxes and before special items of $52 million, compared to
$49 million the previous quarter.  Special items amounted to
$43 million and net income was $10 million.  Consolidated revenues
reached $3.6 billion compared to $3.9 billion.

"The resurgence of the business aircraft market shows the benefit
of diversification in our aircraft business," said Paul M.
Tellier, President and Chief Executive Officer.  "Our year-over-
year improvements in cash management continue, and our liquidity
remains strong with $5 billion in available capital resources.  We
are on track with what we believe is the right plan, although many
of the benefits are admittedly still on the horizon.

"We are making progress with our recovery plan despite the serious
challenges our customers are facing - particularly the North
American airlines," continued Mr. Tellier.  "We are responding
decisively to external factors affecting our business and we are
proactive in managing the elements we can control.  We are
implementing significant changes to both our businesses to allow
more flexibility and adjust to markets."

The company intends to take its restructuring of Bombardier
Transportation to the next level by reducing the net permanent
workforce by an additional 2,200 employees.  The enlarged plan
increases the previously budgeted restructuring envelope by
$25 million or 4%.  Bombardier also announced it would further
adjust the Bombardier CRJ200 aircraft production rate to match
expected demand.

                      Bombardier Aerospace

Bombardier Aerospace improved its quarter-over-quarter performance
despite reduced revenues from lower deliveries of commercial
aircraft.

Total aircraft deliveries for the year to date at 221 remain
slightly ahead of fiscal 2004 with 217.  New orders for the first
nine months are also up, reaching 217 compared to 145 and were
driven by a continued strengthening of the business aircraft
market.  A net total of 100 new business aircraft orders was
recorded during that period, compared to 43 the previous year.
Shortly after the end of the quarter, new orders were confirmed
for 11 additional CRJ aircraft.

The market for Bombardier Q-Series turboprops is picking up with
20 new orders in the quarter, including an order for 17 Bombardier
Q300 aircraft from Air New Zealand.

The adjustment in the production rate will bring the total CRJ200
aircraft deliveries to 54 in the next fiscal year.  No additional
workforce reductions will be required as the impact will be
mitigated by the uptick in the business aircraft market. Earlier
in the quarter, the company adjusted the CRJ production rate with
a scheduled reduction of the Aerospace workforce of 2,000 over a
nine-month period.

The company expects to see the benefits of fleet commonality as
airlines continue the move to aircraft sizes more suitable to
market needs.  Bombardier's CRJ family of 70- to 90-seat aircraft
is well positioned in the evolving regional jet market, due to its
best-in-class economics, today's focus on operating economy and
the leverage gained from its large installed base of CRJ200
customers.

                   Bombardier Transportation

Bombardier Transportation continues to post positive results, but
the unit is not yet performing to market expectations despite
productivity improvements.

Faced with lowered growth projections in the core European market
for rolling stock, Bombardier Transportation proposed to extend
its restructuring, increasing total net contemplated workforce
reductions to 7,600 by April 2006, or 21% of Transportation's
global workforce, 7,300 of which represent permanent positions.
The additional proposed reductions are spread across 14 countries
and 27 locations, but impact primarily Germany, the U.K. and
Canada.

                       Bombardier Capital

Bombardier Capital continued its orderly and timely reduction of
the wind-down portfolios.  As at Oct. 31, 2004, these had been
reduced by $344 million, or 37% since Jan. 31, 2004.  The business
continues to be profitable, contributing EBT of $10 million this
quarter.

                         Going forward

"No one around here is underestimating the challenges that stand
between us and our potential, but the view forward gives cause for
encouragement," said Mr. Tellier.  "We feel our plan is the right
one and our job is to make yards the hard way - through faultless
execution one play at a time.

"In Transportation, the restructuring initiative is on track and
cost efficient.  Our goals are being met and productivity
improvements continue.  Management is still not satisfied with
current performance and will continue to work on streamlining and
efficiency improvement.

"In Aerospace, we are closely monitoring the challenges in the
commercial aircraft market and proactively adjusting production to
demand.  In the meantime, we will continue to benefit
significantly from strong growth in the business jet market."

                        About Bombardier

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

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 2, 2004,
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.

As reported in the Troubled Company Reporter on Nov. 15, 2004,
Moody's Investors Service downgraded the senior unsecured debt
ratings of Bombardier, Inc., and its wholly owned captive finance
subsidiary, Bombardier Capital, Inc., to Ba2 from Baa3.  A SGL-2
Speculative Grade Liquidity Rating and a Senior Implied Ratings
were assigned to the company.  The rating outlook is negative.

As reported in the Troubled Company Reporter on Oct. 14, 2004,
Fitch Ratings placed Bombardier's and Bombardier Capital's ratings
on Rating Watch Negative.  Fitch currently rates Bombardier's and
Bombardier Capital's senior unsecured debt and credit facilities
'BBB-', commercial paper programs 'F3', and Bombardier's preferred
stock 'BB+'.  Due to the existence of a support agreement and
demonstrated support by the parent, Bombardier Capital's ratings
are linked to those of Bombardier.  These ratings cover
approximately $6.1 billion of debt and preferred stock.


CALL-NET: S&P Downgrades Ratings to B- & Says Outlook is Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Call-Net
Enterprises, Inc., to 'B-' from 'B' on continued pricing pressures
in long distance and expectations for increased competition in
residential local services beginning in 2005.  At the same time,
Standard & Poor's lowered the ratings on Call-Net's 10.625% notes
due Dec. 2008; US$223.1 million remains outstanding under the
notes.  The outlook remains negative.

To date, Toronto, Ontario-based Call-Net has been able to largely
offset pricing pressures in its long-distance segment through
growth in local services, and bundling of local with long-distance
services.  "We expect that pricing competition in local services
will become a factor in 2006 as the cable companies begin offering
telephony service," said Standard & Poor's credit analyst Joe
Morin.  "Call-Net has been protected from price competition in
local services as they currently compete only with the incumbent
telecom operators, which are not permitted to lower rates under
current regulatory restrictions," Mr. Morin added.

The cable operators will likely enter the local market in 2005 at
a price discount to the incumbent telcos, which will put pressure
on Call-Net's pricing.  In addition, with the trend towards
bundling of different services by both cable and telecom
operators, Call-Net will be challenged to compete effectively
given its relatively limited offering, which does not currently
include a high-speed Internet offering to residential customers.
Call-Net may begin offering DSL services to residential customers
in 2005, however the company has limited financial resources to
make and aggressive push into high-speed Internet services.
Intense pricing pressure in the long distance and wholesale data
markets will also continue.

Call-Net's weak business position is reflected in its size as a
small operator within the highly competitive Canadian
telecommunications market, accounting for less than 2% of total
industry revenues.  The ratings further reflect the company's low
EBITDA margins, which at about 12% are materially lower than the
40%-45% range of its larger telecom and cable competitors.  In the
medium term, it is important the company improve its operating
margins to generate sustainable free operating cash flow.
Improving operating margins will prove difficult for the company
in the face of long-distance pricing pressures (trying to
eliminate repetition, but if distorts your meaning, disregard) and
in local services from cable operators.

The negative outlook reflects concerns with continued pricing
pressures in the long-distance segment and the potential for
increased competition in the local market in 2005.  If the
company's liquidity deteriorates materially, or if local telephone
revenue growth does not keep pace with the declines in long
distance revenues, the ratings could be lowered further.


CARE CONCEPTS: Shareholders OK Name Change to Interactive Brand
---------------------------------------------------------------
Care Concepts I, Inc., (AMEX:IBD) amended its articles of
incorporation with the State of Delaware to change its name from
Care Concepts I, Inc., to Interactive Brand Development, Inc.,
after 66-2/3 percent of shareholders voted to the amendment.

The Company also completed the other amendments disclosed in the
proxy statement filed with the US Securities and Exchange
Commission on Form 14A.

"Our investment in Penthouse Media Group and the PENTHOUSE brand
is now our largest asset and our new name appropriately reflects
this holding," said IBD Chief Operating Officer Steve Markley.
"We trust that this name more clearly communicates to the
investment community our business direction."

Standard and Poors CUSIP Bureau has already issued CUSIP number
458404 10 0 for the common stock of IBD in connection with the
Company's name change to Interactive Brand Development.

Along with the PENTHOUSE investment, IBD's investments consist of
an online auction website featuring leisure and entertainment
products, an online auction website featuring adult lifestyle
products, and ownership of one of the world's largest classic,
brand-named animation art libraries.

                        About the Company

Care Concepts I, Inc., (AMEX:IBD - News) is a media and marketing
holding company with significant consumer brand investments.  The
company owns interests in animation brands; adult entertainment
brands; and in online auctions.  The Company's brand investments
include Penthouse Media Group, publisher of Penthouse Magazine, a
brand-driven global entertainment business founded in 1965 by
Robert C. Guccione.  PMG's flagship PENTHOUSE(TM) brand is one of
the most recognized consumer brands in the world and is widely
identified with premium entertainment for adult audiences.  PMG is
operated by affiliates of Marc Bell Capital Partners, LLC as a
global multimedia company encompassing Internet distribution
through multiple websites, video production, broadcast, clubs and
product licensing.

                         *     *     *

                     Auditors Express Doubt

On January 15, 2003, Care Concepts dismissed Angell & Deering as
its principal accountants and auditors.  A&D's report on the
Company's financial statements expressed substantial doubt about
the Company's ability to continue as a going concern.  On
January 15, 2003, William J. Hadaway was hired to review the
Company's 2002 financial statements.  On October 30, 2003, Care
Concepts dismissed WJH. WJH shared A&D's doubts.  Effective
October 30, 2003, the Company engaged the accounting firm of
Jewett, Schwartz & Associates as its new independent accountants
to audit the financial statements for the fiscal year ending
December 31, 2003.


CARTHAGE PALACE: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Carthage Palace Inc.
        46 Avenue B
        New York, New York 10009

Bankruptcy Case No.: 04-17613

Type of Business:  The Company owns and operates a restaurant.

Chapter 11 Petition Date: December 1, 2004

Court: Southern District of New York (Manhattan)

Judge: Prudence Carter Beatty

Debtor's Counsel: Mark Crutchfield, Esq.
                  Crutchfield & Associates, PLLC
                  41 Schermerhorn Street, #219
                  Brooklyn, New York 11201
                  Tel: (718) 504-3660
                  Fax: (718) 504-3660

Total Assets:   $153,000

Total Debts:  $1,657,200

Debtor's 3 Largest Unsecured Creditors:

    Entity                       Nature Of Claim    Claim Amount
    ------                       ---------------    ------------
James Atamanuk, Jr. and          Lease                 $1,00,000
Anna Atamanuk
155 East 4th Street, Unit 9b
New York, NY 10009
Tel: (212) 673-2278

Win Depot Restaurant                                      $3,700
Equipment Center
42-38 Northern Boulevard
Long Island City, New York 11101

Cashzone Check Cashing                                    $1,523
Corporation
140 Garnd Street Suite 400
White Plains, New York 10601


CCO HOLDINGS: Fitch Junks Proposed $500 Million Senior Notes
------------------------------------------------------------
Fitch Ratings has assigned a 'CCC+' rating to a proposed offering
of $500 million of senior floating-rate notes issued by CCO
Holdings, LLC, and CCO Holdings Capital Corporation.

CCO Holdings, LLC, is an indirect wholly owned subsidiary of
Charter Communications, Inc.  Charter Communications expects to
use the proceeds from the offering to pay down debt and for
general corporate purposes.

Charter Communications' ratings reflect Fitch's expectation that
the company will continue to generate negative free cash flow
given the company's current operating profile and increasing cash
interest requirements on debt that recently has or is scheduled to
convert to cash interest payment in 2005.

Additionally Fitch's ratings incorporate Charter Communications'
highly levered balance sheet and the negative impact on basic
subscriber metrics, revenue, and EBITDA growth stemming from the
high business risks associated with Charter Communications'
competitive operating environment.

During the third quarter of 2004, the company lost approximately
58,600 basic subscribers, reflecting an erosion of 1% on a
sequential basis and 2.6% relative to the third quarter of 2003.

The subscriber loss, among the highest in the industry, continues
to demonstrate the negative impact of the competitive pressure
from the direct broadcast satellite -- DBS -- operators.  During
each of the first three quarters of 2004, the rate of year-over-
year basic subscriber losses has accelerated.

The basic subscriber deterioration coupled with slower growth of
digital subscribers (indicative of the company's high digital
penetration of 44.3% as of the end of the third quarter) and the
limited ability to increase prices due to the competitive
environment has resulted in weak video revenue growth relative to
its peer group.

Additionally, competitive pressures and rising programming costs
have constrained Charter Communications' EBITDA growth and margin.
During the third quarter of 2004, Charter Communications generated
approximately $471 million of EBITDA, relatively flat compared
with the third quarter of 2003 on a pro forma basis.

EBITDA margins declined 230 basis points as increasing programming
and operating costs more than offset the company's revenue growth.

For the year-to-date period ended Sept. 30, 2004, Charter
Communications reported a negative $256 million of free cash flow,
primarily driven by increased cash interest expense.

From Fitch's perspective, the company's ability to generate free
cash flow over the near term is constrained by limited EBITDA
growth prospects and the conversion of discount notes issued by
subsidiaries of CHTR to cash pay interest.

Fitch expects the cash interest expense to grow during the fourth
quarter as the first cash interest payment on the 9.92% senior
discount notes due 2011 was paid, and the 11.75% senior discount
notes due 2010 begin to accrue cash interest in January 2005.

The company's liquidity position is supported by the $958 million
available under the company's secured credit facility, all of
which is available for borrowing under the covenant structure.
Charter Communications' leverage metric was 9.9 times on an LTM
basis.

In light of Fitch's expectation of limited near term EBITDA
growth, Fitch does not expect any meaningful improvement of credit
protection metrics.


CCO HOLDINGS: Moody's Rates Planned $500 Million Senior Notes B3
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed
$500 million issuance of senior notes by CCO Holdings, LLC, an
indirect minority-owned subsidiary of Charter Communications, Inc.
Moody's also affirmed all existing ratings for the company and its
subsidiaries.  The rating outlook remains stable.

Moody's expects that net proceeds from the proposed offering will
be used for general corporate purposes initially, but ultimately
to repay debt outstanding under the Charter Communications
Operating, LLC, subsidiary revolving credit facility.  As such,
Moody's does not believe that the current financing alters the
company's capital structure in any material way, and certainly
does not address the longer-term fundamental concerns about the
company's business operations relative to its excessively
leveraged capitalization.  The extra cash initially, and the
anticipated increase in availability under the revolver as
expected early next year, does enhance liquidity somewhat,
although not by enough in the rating agency's estimation to
warrant a higher liquidity rating.

   -- Charter Communications, Inc.

      * Senior Implied Rating -- Caa1 (affirmed)
      * Senior Unsecured Issuer Rating -- Ca (affirmed)
      * Speculative Grade Liquidity Rating -- SGL-3 (affirmed)
      * Rating Outlook -- Stable (unchanged)

   -- CCO Holdings, LLC

      * $500 million of Floating Rate Senior Notes due 2010 --
        B3 (assigned)

Moody's opinion of the credit risk for Charter and its
subsidiaries remains essentially unchanged from that of the past
two years, although similar to the very recent November 2004
convertible note issuance, the rating agency acknowledged the
market support evidenced by one-off transactions over this period
which have slowed the company's otherwise eroding liquidity
profile and postponed the much larger restructuring that is still
believed to be both necessary and forthcoming.  The fundamental
mismatch that remains between the company's liability structure
and its business model is actually worsening over time, as
competition grows, more financial flexibility is subsequently
needed, and cash flow growth fails to keep pace with faster
growing debt service costs.  Notwithstanding marginally lower
default risk following the aforementioned liquidity-enhancing
transactions of the past 12-to-18 months, this fundamental
mismatch continues to drive the Caa1 senior implied rating.  In
addition to the key rating and outlook drivers previously
articulated in various press releases, the B3 rating for the
proposed CCOH notes incorporates the structural aspects of this
claim on a relative ranking basis against the company's many other
obligations, including notable structural seniority to Caa1- and
Ca-rated bonds representing approximately 50% of consolidated debt
via closer proximity to the company's assets (and notwithstanding
the absence of upstream guarantees from the operating
subsidiaries), balanced by effective subordination to a still very
large amount of B2-rated bank debt.

Charter Communications is one of the largest domestic cable
operators serving approximately 6 million subscribers. The company
maintains its headquarters in St. Louis, Missouri with corporate
offices also in Greenwood Village, Colorado.


CCO HOLDINGS: S&P Junks Proposed $500M Senior Floating-Rate Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC-' rating to
the proposed $500 million senior floating-rate notes of CCO
Holdings LLC and CCO Holdings Capital Corp., both indirect
subsidiaries of cable TV system operator Charter Communications,
Inc.  The notes will be issued under Rule 144A with registration
rights and proceeds will be used to repay the outstanding balance
on the revolving credit facility of Charter Communications
Operating LLC.

All existing ratings on Charter and subsidiaries, including the
'CCC+' corporate credit rating, were affirmed.  The outlook is
negative.  St. Louis, Missouri-based Charter served almost
6.1 million basic cable TV subscribers and had about $18.5 billion
in long-term debt outstanding as of Sept. 30, 2004.

The transaction will modestly improve Charter's liquidity needed
to fund negative discretionary cash flow, which was $427 million
in the 12 months ended Sept. 30, 2004.  The company is unlikely to
generate meaningful free cash flow through the medium term given
weak revenue growth and rising cash interest requirements on its
discount notes.

"The ratings on Charter reflect high financial risk from elevated
leverage because of aggressive debt-financed acquisitions and
capital expenditures, intense competitive pressure from satellite
TV providers, and the uncertainty of discretionary cash flow
generation ability sufficient to meet maturities in the 2006 and
2007 time frame," said Standard & Poor's credit analyst Eric Geil.
"These factors constrain the rating despite the company's position
as the still-dominant provider of pay TV services in its markets,
a degree of cash flow stability from largely subscription-based
revenues, and good system asset values."


CHESAPEAKE CORP: Moody's Puts B2 Rating on EUR100M Sr. Sub. Notes
-----------------------------------------------------------------
Moody's Investors Service rated Chesapeake Corporation's new
EUR100 million Senior Subordinated Notes B2.  Chesapeake intends
to use the net proceeds from this issue to fund a tender offer of
its $85.0 million 7.2% senior unsecured debentures due
March 15, 2005, with the balance available for general corporate
purposes which may include funding near term debt maturities.
Should the tender offer be successful, Moody's will withdraw the
applicable rating.  Moody's also affirmed Chesapeake's Ba3 senior
implied and B1 senior unsecured and issuer ratings.  The outlook
remains stable.

Rating issued:

   * EUR100 million senior subordinated notes: B2

Ratings affirmed:

   * Outlook: Stable

   * Senior implied: Ba3

   * Issuer: B1

   * $85.0 million 7.2% senior unsecured notes due March 15, 2005:
     B1

   * $31.25 million 6.25% senior unsecured IRB's due
     March 1, 2019: B1

   * $18.75 million 6.375% senior unsecured IRB's due
     March 1, 2019: B1

   * GBP75.0 million 10.375% senior subordinated notes due
     November 15, 2011: B2

Chesapeake's Ba3 senior implied rating is based on the company's
relatively stable profit margins resulting from contractual
relationships with key customers that allow raw material cost
increases to be passed on.  These contractual relationships also
act to smooth out volume changes that result from customer
migration among the large number of competitors in the European
and U.K. consumer packaging markets.  Consequently, the company's
recent market positioning has been relatively stable.  Chesapeake
also has good liquidity arrangements, with a $250 million secured
revolving credit facility that is committed through 2009.
Financial covenants are not onerous, and no near term compliance
issues are expected.

However, competitive pressures and relatively low barriers to
entry act to suppress profit margins.  Accordingly, cash flow
available for debt service has not been robust, and with a
relatively high debt load, credit protection measures have not
been strong.  Moody's expects these competitive pressures to
prevent margins from expanding, and therefore, cash flow available
for debt service will continue to be relatively weak, as will the
related credit protection metrics.  Chesapeake competes in a
number of small regional markets that are not widely followed, and
the company does not report unit sales data.  Consequently, there
is very limited visibility of near-to-mid term sales, and
forecasting future results is more difficult than would otherwise
be the case.  In addition, event risk related to potential
acquisitions remains a concerns.  Chesapeake is a U.S. based
company with predominantly European operations, but has a publicly
announced goal of increasing its U.S. presence over time.
Consequently, results are subject to the impact of exchange rate
fluctuations and there are risks that the capital structure may
become more leveraged over time in order to finance acquisitions
in support of its strategy.

Chesapeake's bank credit facility is secured and benefits from
upstream guarantees from operating subsidiaries.  It also allows
an additional $200 million of secured debt to be incurred.  The
company's senior unsecured debt does not benefit from either
security or upstream guarantees.  Accordingly, with some 40% of
the debt structure, potentially 55% given the ability to secure an
additional $200 million of structurally and contractually senior
secured debt, the senior unsecured and issuer ratings are notched
down from the senior implied rating to B1.  Senior subordinated
debt is contractually junior to the unsecured debt, and is further
notched down to B2.

Given the stability of the company's profit margins, the lack of
significant cash flow available to reduce debt, and the lack of
specific acquisition plans, near term ratings variability is not
expected.  Accordingly, the outlook is stable.

Either or both of the rating or the outlook could be upgraded if
event risk were contained, and, through a combination of permanent
debt reduction or sustainable cash flow augmentation, Chesapeake
were able to demonstrate an ability to generate average
through-the-cycle RCF/TD in excess of 15% with FCF/TD nearing 10%.
Reciprocally, developments that would cause Moody's estimates of
average through-the-cycle RCF/TD to be approximately 10% or below,
with FCD/TD below 5%, would result in a downgrade. So too would
debt financed acquisition activity or a material deterioration in
liquidity arrangements.

Headquartered in Richmond, Virginia, Chesapeake is a leading
international supplier of specialty paperboard and plastic
packaging.


CHESAPEAKE ENERGY: Pricing $600 Million 6.375% Senior Notes
-----------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) has priced a private
offering of $600 million of senior notes due June 15, 2015, which
will carry an interest rate of 6.375%.  The senior notes were
priced at 99.056% of par to yield 6.50% to maturity.  The senior
notes being sold by Chesapeake have not been registered under the
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.  The senior notes will be eligible for
trading under Rule 144A.

Chesapeake intends to use the net proceeds to fund its recently
announced tender offer for all of its approximately $210 million
outstanding 8.375% Senior Notes due 2008, to fund the recently
announced acquisition of certain natural gas properties from
Hallwood Energy Corporation, and to repay debt under its revolving
bank credit facility.

                        About the Company

Chesapeake Energy Corporation is the sixth largest independent
producer of natural gas 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.  The company's Internet
address is http://www.chkenergy.com/


CHESAPEAKE ENERGY: Fitch Rates $600M Senior Unsecured Notes BB
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Chesapeake Energy's
proposed senior unsecured notes.  Additionally, Fitch affirmed the
ratings of Chesapeake's senior secured revolving credit facility
and hedge facility at 'BBB-' and its convertible preferred stock
at 'B+'.

The Rating Outlook for Chesapeake remains Stable.

Chesapeake announced it was issuing $600 million of senior
unsecured notes, with proceeds being used to redeem $210 million
of 8.375% senior unsecured notes due 2008, to fund a
$292 million purchase of assets and to reduce outstanding revolver
debt.

Additionally, Chesapeake announced it will issue common stock to
tender for the remaining $200 million of 6% convertible preferred
stock.  This follows the Nov. 19, 2004, announcement that the
company would convert all of its outstanding 6.75% cumulative
convertible preferred stock to common stock.

Chesapeake is purchasing from Hallwood Energy Corp. 134 billion
cubic feet equivalent -- bcfe -- of reserves for $277 million and
gathering assets for $15 million.  The acquired assets are located
in the Barnett Shale play, just south of Fort Worth, Texas and are
14% proved developed producing -- PDP.

Management states that the low lease operating costs and
production taxes associated with these properties somewhat
mitigates the multiple ($2.05 per proved thousand cubic feet
equivalent -- mcfe) on this purchase.

Additionally, the company believes the purchase provides
considerable exploration opportunities at very attractive costs.

Fitch has a constructive view of the refinancing and asset
purchase as they will extend debt maturities, reduce total
dividend expenditures, and expand the company's presence in the
Barnett Shale.

Offsetting these items is the additional debt, the high multiple
paid for the proved reserves, and the low amount of proved
developed producing reserves acquired.  Nevertheless, the
transactions will do little to change the overall risk profile of
Chesapeake.

The ratings are supported by the size and quality of Chesapeake's
reserves, the company's low risk reserve profile, and the
conservative funding strategy employed to finance the growth in
recent years.  Pro forma for the previously mentioned
transactions, Chesapeake will have 4.6 trillion cubic feet
equivalent -- tcfe -- of proved reserves with a reserve life
exceeding 12 years.

Approximately 69% of its reserves are PDP and about 74% of its
reserves are externally prepared by a third party.  Approximately
72% of its reserves are in the very familiar
Mid-Continent region, 15% in South Texas, and the remainder in the
Permian Basin.

Total debt after completion of the proposed debt offering will be
about $3.1 billion, providing debt of approximately $0.67 per mcfe
and debt of $0.99 per PDP mcfe.

Equally important as the risk profile of Chesapeake's reserves is
how it has funded its aggressive growth strategy.  Two-thirds of
Chesapeake's reserve growth in the past three years has come
through acquisitions.  Notably, it has funded these acquisitions
in a relatively balanced manner through internally generated cash
flow, as well as equity and debt issuances.

Chesapeake has raised more than $1.8 billion of equity (common and
preferred) while issuing $1.5 billion of debt in slightly less
than four years.

Chesapeake's reserve replacement success, credit profile, and
dividend payments were also considered in the rating. Chesapeake's
reserve replacement over the past three years was more than 400%
and its organic replacement during the same period was about 141%,
demonstrating the company's ability to grow through the drill-bit.

Year to date, management states that its total reserve replacement
in 2004 is more than 500% and its organic replacement is more than
225%.  While the latest acquisitions will no doubt raise
Chesapeake's average finding, development, and acquisition costs
to more than $1.70 per mcfe, the low-lifting costs associated with
those properties partially offset Fitch's concern.

Chesapeake's latest twelve months -- LTM -- adjusted interest
coverage exceeded 6.0 times and adjusted debt to EBITDA was 2.0x.
In a mid-cycle price environment ($3.50 per mcf natural gas and
$22 per barrel oil), Fitch estimates that Chesapeake could
generate adjusted interest coverage greater than 4.0x and adjusted
debt to EBITDA of less than 3.5x.

The Stable Rating Outlook is based on several factors, including a
continued conservative funding strategy for future acquisitions, a
relatively unchanged risk profile with regard to its reserves, and
stable lifting and finding costs.


CHESAPEAKE ENERGY: Moody's Rates $600M Senior Unsecured Notes Ba3
-----------------------------------------------------------------
Moody's assigned a Ba3 rating to Chesapeake Energy's $600 million
of 10-year senior unsecured notes, affirmed its Ba3 senior
unsecured note, Ba3 senior implied, and SGL-2 liquidity ratings,
and moved the outlook to positive from stable.  Proceeds will
fund:

   (a) a $292 million potentially important acquisition of
       Hallwood Energy's North Block properties in the non-core
       area of the Barnett Shale, Johnson County, Texas;

   (b) a tender for the 8.375% notes due 2008; and

   (c) repay roughly $85 million of bank debt.

The properties consist mainly of a large prospect inventory of
proven undeveloped, probable, and possible drilling locations
across 18,000 acres.  The proven reserve component is 22.33 mmboe
of which only 3.2 mmboe is proven developed reserves.

The high $19/boe paid for Hallwood's proven reserves (loaded for
future drilling and development costs on existing proven
reserves), and $66,000/boe paid for reported current daily
production, indicate a debt funded acquisition that mainly
intensifies CHK's Barnett drilling inventory and adds production
potential.  CHK still faces inherent capital needs and drilling,
completion, reservoir, and production risk.  CHK estimates that
North Block drilling and completion costs will be $2.2 million per
well.  Acquisition economics are enhanced by the fact that
production from the Barnett is tax advantaged, with a 1.3%
severance tax on unconventional reservoir production versus 7.5%
for conventional reservoir production elsewhere in Texas.  Lifting
costs also appear to be attractive.

The ratings and positive outlook reflect continued progress
building a large diversified reserve, production, and prospect
base (mostly by acquisition) operating at strong up-cycle
production margins and competitive operating costs before reserve
replacement.  However, reserve replacement costs have risen
substantially.  An extensive drilling inventory and durable 8 year
PD reserve life reduce reinvestment risk.  Before Hallwood, CHK's
internal estimate of September 30, 2004, reserves indicates
significant organic PD reserve gains that materially reduced
leverage on PD reserves from escalated pro-forma levels per CHK's
June 30, 2004, reserve estimate.  Hallwood pushes that leverage
back to mid-2004 pro-forma levels, but further reduction may come
with fourth quarter reserve bookings.  Adjusted leverage will also
fall this quarter with up to $380 million of preferred stock
converted to common, of which $180 million has already converted.

An upgrade within 6 to 18 months would look at PD reserve trends
relative to debt, a supportive outlook for prices in light of
CHK's rising total full-cycle costs (reserve replacement in
particular), moderation of total cost increases, and the
acquisition and funding posture at that time.  An important step
will be review of FAS 69 data in CHK's year-end 2004 report as
well as its CHK's internal and third party engineering.

Unit reserve replacement costs continue to escalate as CHK
aggressively acquires non-proven drilling locations.  These costs
would be higher but CHK's PUD bookings have taken PUD reserves
from 26% of total reserves to a pro-forma 31%.  Pro-forma 2004
three-year average all-sources reserve replacement costs are now
$10+/boe, 2004 three-year average drillbit F&D costs are now
$9+/boe, year-to-date 2004 all-sources F&D costs are now
$11.50+/boe; and year-to-date 2004 drillbit F&D costs are
$10.50+/boe.  Leverage on PD reserves has risen since, often
enough, acquisitions have contained low proportions of PD reserves
and were often enough funded with debt or preferred stock.

The SGL-2 rating reflects:

   (1) adequate cash flow cover of all projected items, including
       a budgeted $1.5 billion of 2005 capital spending;

   (2) very good cover of sustaining capital spending (roughly
       $650 million);

   (3) good back-up liquidity; very good covenant coverage; and

   (4) adequate alternative liquidity.

The SGL-2 rating expects cash flow to be supported by strong 2005
natural gas prices.  Also, CHK's funding strategy entails
proportionately low sustained use of secured bank debt, relying on
long-term note funding instead.  Moody's estimates roughly
$860 million of pro-forma annualized sustaining capital spending,
preferred dividends, and interest expense (including capitalized
interest).

CHK has the option to reduce leverage on PD reserves, and possibly
reduce unit reserve replacement costs, if it begins shifting its
production growth focus to more aggressively harvesting its large
prospect inventory (assuming good productivity on that
reinvestment) and under-spends cash flow.  This would be furthered
it if reinstated a strategy of 50% common equity funding for
acquisitions (particularly with higher proportions of PD
reserves), and, over time, conversion of the remaining convertible
preferred stock.

More specifically, CHK's strengths include a diversified
production and prospect base by number of producing and
prospective well sites, by field, and by basin, though not by
region (roughly 80% Mid-Continent).  Production visibility is
enhanced by a large diversified drilling inventory, widely
diversified by basin, field, and producing well count.  This
spreads production, drilling, completion, and reservoir risk
across many locations and geologic environments.  Still, CHK's
largest capital spending concentration is in higher risk deep
Anadarko Basin plays (20% of 2005 capital spending).

CHK's fourth quarter 2004 conversion of up to $380 million of
preferred stock to common, its September 30, 2004, estimate of
organic additions to proven and PD reserves, and expected fourth
quarter organic PD reserve growth improve the odds (versus the
situation indicated at mid-year 2004) that adjusted leverage on PD
reserves could fall significantly below $6/PD boe.  This also
assumes unit cash flow cover of interest, preferred dividends, and
sustaining capex is above 160% in the up-cycle or at least 125% in
a materially lower price environment at the time.

Though building a large, mid-Continent intensive, yet diversified
reserve and prospect base, the rapid expansion by acquisition
delayed an important stage of leverage reduction on PD reserves
and an upgrade.  This due to:

   (1) disproportionately low growth of funded lower risk PD
       reserves from acquisitions (as in the Hallwood);

   (2) acquisitions funded often enough with debt or preferred
       stock;

   (3) the inherent risks of CHK's fast pace and cumulative scale
       of acquisitions; and

   (4) the fact that the ratings anticipated new debt funded
       acquisitions with low proportions of PD reserves and
       production.

Moody's do not expect debt reduction from cash flow in 2005, with
outlays approximating cash flow.  This puts the focus squarely on
sufficient capital productivity to boost PD reserves relative to
debt.  CHK's ability to grow PD reserves faster than debt and
preferred stock is inherently driven by:

   (1) productivity of capital and acquisition spending, as
       indicated by unit acquisition costs and unit organic
       finding and development costs;

   (2) the proportion of PD reserves in acquisitions;

   (3) the internal pace of converting of PUD reserves to PD
       reserves;

   (4) scale and proportion of annual PD reserve additions versus
       PUD reserve additions; and

   (5) the degree to which cash flow and common equity fund
       capital spending and acquisitions.

Underlying that challenge, and given its strategically important
aggressive accumulation of drilling locations, often entailing
unconventional reserves, CHK still inherently faces the risks of:

   (1) moderating prices (weather and macro demand);

   (2) uneven results across the play due to reservoir rock
       heterogeneity, variance in permeability and natural gas in
       place, and varying hydraulic fracturing results; and

   (3) rising drilling and services costs.

In our view, current hedging cannot substantially mitigate the
risk of high cost acquisitions relying largely on drilling
locations to meet expected acquisition economics.

CHK budgets roughly $1.5 billion of 2005 capital spending, roughly
$210 million of gross interest expense (including capitalized
interest) and preferred stock dividends, and roughly $52 million
in common dividends.  Assuming $41/bbl West Texas Intermediate oil
prices, less CHK's $2.75/bbl realized price differential, and
$6/mcf natural gas prices (at 7:1 BTU price equivalence due to
historically wide light/heavy oil price differentials), less CHK's
$0.75/mcf price differential, EBITDA may be in the range of up to
$1.85 billion.  At $35 WTI and $5/mcf natural gas prices, Moody's
estimates 2005 EBITDA in the $1.55 billion to $1.65 billion range.

The outlook was reduced to stable in July 2004 on substantially
escalated pro-forma leverage on pro-forma mid-year PD reserves,
well above already full year-end 2003 leverage.  This derived from
acquisition debt and preferred stock and negligible organic PD
reserve growth at mid-2004 (per CHK engineering), though such
leverage moderated with CHK's September 30 engineering.  Moody's
expected continued high priced acquisitions also, with low
proportions of PD reserves, lengthening the odds at the time that
2004 PD reserve growth could be fast enough relative to debt for
an intermediate term upgrade.

Pro-forma for the Hallwood acquisition, leverage on PD reserves is
roughly $6.10/boe of PD reserves and roughly flat with our
mid-2004 estimate.  Moody's expects pro-forma November 30, 2004,
debt to be in the range of $3.1billion to $3.2 billion, pro-forma
PD reserves to be roughly 513.7 mmboe, pro-forma proven reserves
to be roughly 765 mmboe, and future capital spending needed to
bring all proven reserves to production to be approximately
$1.750 billion.  Total debt plus future capital needed bring all
proven reserves to production equates to roughly $6.40/boe.
Pro-forma combined interest expense and preferred dividends are
roughly $4.50/boe per unit of production

CHK's pending conversion of up to $380 million of preferred stock
to common reduces Debt plus Preferred Stock divided by PD reserves
to $7.12/PD mmboe and Debt plus 50% of Preferred Stock divided by
PD reserves to $6.66/boe.  Definitive de-leveraging awaits
conversion of additional preferred stock to common and adequately
productive 2004 and 2005 capital spending to boost PD reserves
relative to debt and preferred stock.

Chesapeake Energy Corporation is headquartered in Oklahoma City,
Oklahoma.


CHINA WORLD: Retains Anne McBride for Investor Relations Work
-------------------------------------------------------------
China World Trade Corporation (OTC Bulletin Board: CWTD) has
retained The Anne McBride Company, Inc. (AMcB), a full service
financial communications and strategic consulting firm based in
New York, to provide strategic investor relations and financial
communications counsel.

John Hui, CEO and Vice-Chairman of China World Trade Corporation
stated, "Our partnership with The Anne McBride Company will allow
us to implement our strategic growth and communications plan as we
broaden our relationships with U.S. investment firms.  We selected
this communications firm because of its impressive track record of
enhancing shareholder value for Chinese and other international
growth companies listed in the U.S.  We trust that working with
The Anne McBride Company will allow us to gain the visibility
among U.S. investors that we seek."

"We welcome China World Trade Corporation as one of our clients
because we see great growth potential for this diversified Company
in the U.S. capital markets," remarked Anne McBride, Chairman and
CEO of The Anne McBride Company, Inc.  "Based on our long-standing
successful record of working with many rapidly growing
international companies, we are confident that we will facilitate
the expansion of the Company's current and potential shareholder
base."

               About China World Trade Corporation

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

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

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

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

China World Trade has consolidated companies in industries of
trade, travel and finance.  These companies and acquisitions form
a group which has the capability to provide value added services
and strong cross-marketing opportunities for its members'
utilization.  For further information, visit:
http://www.chinawtc.com/

                         *     *     *

                      Going Concern Doubt

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

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


CHIQUITA BRANDS: Declares $0.10 Per Share Quarterly Dividend
------------------------------------------------------------
Chiquita Brands International, Inc.'s (NYSE: CQB) board of
directors has authorized the initiation of a quarterly cash
dividend of $0.10 per share on the company's outstanding shares of
common stock.  The first dividend is payable on Jan. 17, 2005, to
shareholders of record as of the close of business on
Jan. 3, 2005.  This will be Chiquita's first dividend since
emerging from Chapter 11 restructuring in March 2002.

"The initiation of a regular quarterly cash dividend demonstrates
our optimism in Chiquita's future as well as confidence in our
ability to continue generating strong cash flows," said Fernando
Aguirre, chairman and chief executive officer.  "It also provides
us with an opportunity to provide returns to our shareholders as
we continue to build the long-term value of our company."

Mr. Aguirre continued, "We believe the approved dividend policy
will allow us to fund our future growth initiatives while
simultaneously returning cash to shareholders.  We will continue
to use excess cash flow to pay off debt, fund potential
acquisitions or other growth opportunities and execute our
previously announced stock and warrant repurchase program.  We
believe this dividend, combined with our stock and warrant
repurchase program, demonstrates the ongoing strength and
stability of our company without compromising our strategy of
pursuing profitable growth by making Chiquita a more consumer- and
marketing-centric organization."

While Chiquita intends to pay regular quarterly dividends for the
foreseeable future, all subsequent dividends will be reviewed
quarterly and declared by the board at its discretion.

The company will hold its third annual analyst and investor day on
Thursday, Dec. 2, 2004.  The meeting will begin at 8 a.m. in the
Starlight Roof of The Waldorf Astoria, 301 Park Avenue, New York.
For telephone access, please contact one of the following numbers
10 minutes prior to the scheduled start time.  In the United
States and Canada, dial 1-877-502-9276.  For all other locations,
dial +913-981-5591.  To listen to the live audio webcast of the
conference call, please use the link on Chiquita's home page --
http://www.chiquita.com/ Archived versions of the call can also
be accessed from this website link.

                       About the Company

Chiquita Brands International, Inc., markets, produces and
distributes high-quality bananas and other fresh produce, which
are sold under Chiquita(R) premium brands and related trademarks.
The company is one of the largest banana producers in the world
and a major supplier of bananas in Europe and North America.  The
company also distributes and markets fresh-cut fruit and other
branded, value-added fruit products.  Additional information is
available at http://www.chiquita.com

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 23, 2004,
Moody's Investors Service assigned a B2 rating to the prospective
senior unsecured note issue of Chiquita Brands International,
Inc., and affirmed Chiquita's B1 senior implied rating.  The
outlook is stable.


CLEMROSE PROPERTIES: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Clemrose Properties, Inc.
        PO Box 131
        Chester, New Jersey 07930

Bankruptcy Case No.: 04-47852

Chapter 11 Petition Date: December 2, 2004

Court: District of New Jersey (Newark)

General Counsel:    Jeffrey A. Cooper, Esq.
                    Carella, Bryne, Bain, Gilfillan, Cecchi,
                    Stewart & Olstein, P.C.
                    5 Becker Farm Road
                    Roseland, New Jersey 07068-1735
                    Tel: (973) 994-1700

Bankruptcy Counsel: Ramp & Pisani

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

    Entity                                Claim Amount
    ------                                ------------
Fleet National Bank                         $1,060,000
c/o William F. Saldutti III, Esq.
Dembo & Saldutti
102 Browning Lane, Building B
Cherry Hill, New Jersey 08003


COMBUSTION ENGINEERING: 3rd Cir. Rejects Prepackaged Asbestos Plan
------------------------------------------------------------------
The United States Court of Appeals for the Third Circuit published
its decision yesterday rejecting the prepackaged chapter 11 plan
proposed in 2002 by Combustion Engineering, Inc., attempting to
its asbestos-related liabilities, as well as claims against two
other ABB, Ltd., units, ABB Lummus Global, Inc. and Basic, Inc.

A full-text copy of the Third Circuit's 136-page opinion is
available at no charge at:

     http://www.ca3.uscourts.gov/opinarch/033392p.pdf

Three principal issues came to the Third Circuit on appeal:

First, on the facts in Combustion Engineering's case, the
petitioners questioned whether the Bankruptcy Court has "related
to" jurisdiction over the derivative and non-derivative claims
against the non-debtors Basic and Lummus?  The Third Circuit says
the factual findings in the Bankruptcy Court are insufficient.
The Sec. 105 injunction in favor of Basic and Lummus is vacated.

Second, the appellants opposing the Combustion Engineering plan
asked the Third Circuit whether a non-debtor that contributes
assets to a post-confirmation trust can take advantage of Sec. 105
of the Bankruptcy Code to cleanse itself of non-derivative
asbestos liability?  No, the Third Circuit says, a Sec. 105
channeling injunction can't extend to nonderivative third-party
actions against a debtor's non-debtor friends.

Third, the petitioners asked the Third Circuit to look at the two-
trust structure and use of "stub claims" in the voting process --
which allowed certain asbestos claimants who were paid as much as
95% of their claims prepetition to vote to confirm a Plan under
which they appear to receive a larger recovery than other asbestos
claimants -- and decide whether that scheme is permitted under the
Bankruptcy Code?  The Third Circuit says the scheme may violate
the Bankruptcy Code and the "equality among creditors" principle
that underlies it.  The Third Circuit remands this issue to the
District Court for further development and review in considering
any revised reorganization proposal.

                     The Chapter 11 Filing

ABB Ltd.'s U.S. subsidiary, Combustion Engineering, Inc., filed
for chapter 11 protection on February 17, 2003, and delivered its
prepackaged plan to the U.S. Bankruptcy Court for the District of
Delaware that day to halt and resolve the tide of asbestos-related
personal injury suits brought against the companies.  Over the
dozen years prior to the chapter 11 filing -- according to
information obtained from http://www.LitigationDataSource.com--
the number of claims against Combustion Engineering, its
affiliates, ABB and former joint venture partners, skyrocketed:

     Year   Asbestos Claims Asserted Against CE
     ----   -----------------------------------
     1990   18,891 .
     1991   19,000 .
     1992   20,000 +
     1993   21,000 +
     1994   22,000 ++
     1995   23,842 +++
     1996   27,577 ++++++
     1997   28,976 +++++++
     1998   28,264 ++++++
     1999   33,961 ++++++++++
     2000   39,138 +++++++++++++
     2001   54,569 ++++++++++++++++++++++++
     2002   79,204 ++++++++++++++++++++++++++++++++++++++++

CE is named as a defendant in cases pending in multiple
jurisdictions, with plaintiffs alleging injury as a result of
exposure to asbestos in products manufactured or sold by CE or
that was contained in materials used in CE's construction or
maintenance projects.

               Combustion Engineering's History

Combustion Engineering was formed in Delaware in 1912 as
The Locomotive Superheater Co. and manufactured and sold
superheaters for steam locomotives.  From the 1930s forward,
CE's core business is designing, selling and erecting power-
generating facilities, including major steam generators.  CE
also services large steam boilers and related electrical power
generating equipment.  From the 1930s through the 1960s,
asbestos insulation was used on many CE boilers.

                   Development of the Plan

Faced with escalating asbestos litigation costs and decreasing
insurance coverage, an economic decline in its business, and
ABB's financial woes, CE began exploring its options in late
2002.  After considering several options, CE concluded that the
best avenue for maximizing payments to both current and future
claimants and enhancing the value of CE's estate was through a
consensual restructuring.  CE recognized that it could not
propose a plan to effectively reorganize without the cooperation
of ABB, Asea Brown Boveri and representatives of current and
future asbestos claimants.  Over a three-month period, CE, ABB
and asbestos claimant representatives engaged in extensive
negotiations to develop a strategy for permanently addressing
CE-related asbestos claims.  The negotiations culminated in the
Prepackaged Chapter 11 Plan.

                Establishment of a 524(g) Trust

The pre-packaged plan was negotiated with certain asbestos
claimants' lawyers and approved by David T. Austern, Esq. (who
serves as General Counsel for Claims Resolution Management
Corporation in Fairfax, Virginia), the proposed representative
for future claimants.  The Plan contemplates establishment of a
trust under 11 U.S.C. Sec. 524(g), entry of a channeling order
directing present and future asbestos claimants to that trust
for payment, and entry of an injunction prohibiting present and
future claimants from seeking compensation from any source other
than the trust.

                   Valuation & Plan Funding

Under the Plan, all of CE's value -- at the end of September
2002, CE's value was US$812,000,000 -- is delivered to the Sec.
524(g) Trust for the benefit of present and future claimants.
In addition:

      (1) ABB contributes:

          (a) 30,298,913 shares of its stock, initially valued
              at $50,000,000, but with a current market value
              exceeding $81,000,000;

          (b) a financial commitment to pay $250,000,000 to the
              Trust in pre-agreed installments from 2004 to 2009
              (guaranteed by certain ABB affiliates);

          (c) up to $100,000,000 more from 2006 through 2011 if
              certain performance benchmarks are achieved; and

          (d) the release of all claims and interest of the ABB
              group in insurance covering CE's asbestos personal
              injury claims;

      (2) Asea Brown Boveri contributes:

          (a) an indemnification of all of CE's environmental
              liabilities, which has a value of around
              $100,000,000;

          (b) a release of its indemnification rights against CE
              for asbestos claims asserted against Asea Brown
              Boveri after June 30, 1999;

          (c) a note evidencing Asea Brown Boveri's agreement to
              contribute almost $38,000,000 on account of the
              asbestos claims attributable to:

                 -- Basic, Incorporated (CE acquired this
                    acoustical plaster manufacturer in 1979) and

                 -- ABB Lummus Global, Inc. (CE acquired
                    this manufacturer of feed water heaters that
                    used asbestos-containing gaskets in
                    transactions stretching from 1930 to 1970);

              and

          (d) if Lummus is sold within 18 months of the Plan's
              Effective Date, an additional $5,000,000; and

      (3) Lummus and Basic release and assign all of their
          interests in insurance covering asbestos personal
          injury claims, including certain CE-shared policies.

Accordingly, the total value of these contributions to the Trust
range from $1,250,000,000 to $1,386,000,000, excluding any value
attributable to the insurance policies, and subject to wide
swings as the value of CE increases or decreases over time.

                    Bankruptcy Professionals

Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart LLP, and Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., represent Combustion Engineering.

The Blackstone Group, L.P., provides CE with financial advisory
services.

David M. Bernick, Esq., at Kirkland & Ellis, provides legal
advice to ABB.

The CE Settlement Trust, holding the largest unsecured claim
against CE's estate, is represented by Hasbrouck Haynes, Jr.
CPA, at Haynes Downard Andra & Jones LLP.


CORAM HEALTHCARE: Emerges from Bankruptcy Protection
----------------------------------------------------
Arlin M. Adams, the Chapter 11 Trustee for the Bankruptcy Estates
of Coram Healthcare Corporation and its wholly owned subsidiary,
Coram, Inc., disclosed that his Second Amended Joint Plan of
Reorganization, as modified, became effective on Dec. 1, 2004.

As a result, Coram Healthcare Corporation filed a certificate of
dissolution with the State of Delaware on Dec. 1, 2004, and will
now proceed toward winding-up its affairs.  The reorganized Coram,
Inc., has emerged from bankruptcy with:

   -- Goldman Sachs Credit Partners, L.P.
   -- Wells Fargo Foothill, Inc., and
   -- Cerberus Partners, L.P.,

collectively to receive 100% of the equity interests in exchange
for:

     (i) cancellation of their previously held Coram, Inc.
         preferred stock and remaining outstanding unsecured
         indebtedness, and

    (ii) a $56.0 million contribution to the Bankruptcy Estates of
         Coram Healthcare Corporation and Coram, Inc., in the form
         of cash and the assumption of financial responsibility
         under a settlement agreement among the companies and the
         Internal Revenue Service.

In accordance with the terms of the Chapter 11 Trustee's Second
Amended Joint Plan of Reorganization, all outstanding shares of
Coram Healthcare Corporation (CRHEQ.OB) common stock are deemed
cancelled and extinguished as of Dec. 1, 2004, the effective date.
Also, trading of Coram Healthcare Corporation common stock on the
Over the Counter Bulletin Board maintained by the National
Association of Securities Dealers, Inc., ceased as of the close of
business on Dec. 1, 2004.  Each holder of cancelled and
extinguished Coram Healthcare Corporation common stock will be
entitled to receive a distribution equal to its pro rata share of
any remaining cash balance after the payment of all allowed
administrative, priority and unsecured claims, retention of
$10 million cash working capital, plus any net future proceeds
from certain litigation claims, which have been brought or may be
filed by the Chapter 11 Trustee on behalf of the Bankruptcy
Estates, after payment of interest only at the federal post-
judgment rate on the claims of unsecured creditors.

The new Board of Directors of reorganized Coram, Inc., consists of
Robert H. Fish, Curtis Lane and Steven L. Volla.  Reorganized
Coram, Inc., continues to operate under prior existing management.

"The path to our reorganization has been a long and sometimes
arduous one, but Coram's management and employees never lost sight
of their mission along the way," said Allen J. Marabito, Principal
Executive Officer of Coram Healthcare.  "I want to thank our
patients, customers, suppliers, employees and all healthcare
professionals who supported us through this protracted process."

"We are proud that through the entire reorganization proceeding,
Coram provided the best specialized home infusion care available
anywhere," Mr. Marabito continued.  "We maintained high quality
care, we maintained excellent working relationships with our
vendors and suppliers and we continued the Coram tradition of
excellence in all aspects of our business all the while growing
significantly during this time.  None of this would have been
possible without the hard work and dedication of our more than
2,300 full-time equivalent employees across the nation and in
Canada.  They went through a lot and always put service to our
patients and our customers first in everything they did."

"I want to give a special thanks to our Chapter 11 Trustee, The
Honorable Arlin M. Adams and his legal team at Schnader Harrison
Segal & Lewis for permitting all of us to focus on the business of
providing superior patient care in the home and enabling Coram to
emerge as the national leader in specialized home infusion
services."

Coram Healthcare Corporation is a provider of infusion-therapy
services.  The Company filed for chapter 11 protection on
August 8, 2000 (Bankr. D. Del. Case No. 00-03299).  Christopher
James Lhuiler, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, represents the Debtors. Kenneth E. Aaron, Esq., at
Weir & Partners LLP, and Barry E. Bressler, Esq., at Schnader
Harrison Segal & Lewis LLP, represent the Chapter 11 Trustee in
these proceedings. Richard Levy, Esq., at Jenner & Block, LLC,
represents the Equity Committee led by Sam Zell.


CUMULUS MEDIA: Moody's Assigns Ba3 Rating to $75M Sr. Sec. Loan
---------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to Cumulus Media's
$75 million senior secured term loan F and $75 million increase to
its existing revolving credit facility.  Proceeds from this
transaction may be used to finance Cumulus' $100 million share
repurchase program.  Moody's also assigned Ba3 ratings to
$415 million in senior secured term loans.  This rating assignment
incorporates Cumulus' amendment to its bank credit facilities,
which redistributed debt between existing term loans.  Moody's
affirmed all existing ratings, and changed the outlook to
positive.

The ratings reflect Cumulus' strengthening balance sheet and
interest coverage, as well as improving margins, and the positive
outlook specifically incorporates Moody's belief that the company
now produces sufficient free cash flow to quickly reduce any
incremental leverage taken on to finance potential share
repurchases and/or acquisitions.

Moody's assigned these ratings:

   * Ba3 to the $75 million senior secured term loan F,

   * Ba3 to the $75 million incremental revolving credit facility,

   * Ba3 for the $195 million senior secured term loan A1, and

   * Ba3 for the $220 million senior secured term loan E.

Moody's affirmed these ratings:

   * Ba3 for the existing $106.9 million revolving credit
     facility,

   * Ba3 senior implied rating, and

   * B2 senior unsecured issuer rating.

Moody's withdrew the Ba3 ratings on the existing senior secured
term loan facilities.

The rating outlook is now positive.

The positive outlook also incorporates our expectation that
Cumulus will conservatively finance its acquisitions, with a mix
of debt and equity, and maintain leverage of about 5 times debt-
to-cash flow going forward.  For the ratings to move higher,
Moody's expects leverage below this level, absent acquisitions.
Moody's notes that the company has benefited from its ability to
use equity as currency to finance acquisitions and is likely to do
so when transactions are accretive.  With the current weakness in
the equity market, Cumulus has stated its reluctance to use equity
and will finance the $80 million in pending transactions with
cash.  Moody's also notes that the company has the ability to
complete an additional $100 to $200 million in share repurchases
under the terms of its bank credit facilities.  To the extent that
the company continues to use cash to finance additional share
repurchases or acquisitions and this significantly increases
leverage, a reversion to the former stable outlook may be
warranted.

Cumulus' aggressive acquisition strategy and the integration and
financing risk associated with newly acquired stations, as well as
potential share repurchases, temper the company's credit
strengths.  Moody's believes that current station operating
margins, although improving, continue to lag the peer group as a
result of Cumulus' mid-market and turnaround focus.  The ratings
also consider the highly competitive nature of Cumulus's radio
markets and the cyclical nature of the advertising market, albeit
offset somewhat by the company's strong market position.

However, the ratings are supported by Cumulus':

   (1) leading presence in its markets (58 of 61 clusters
       rank #1 or #2 in terms of revenue or audience share);

   (2) small market focus;

   (3) willingness to use equity to finance acquisitions and
       reduce leverage;

   (4) the lack of market concentration (no individual market
       accounting for more than 7% of cash flow);

   (5) station's geographic and format diversity; and

   (6) heavier mix of more stable local advertising revenues
        (approximately 86% of revenues).

The ratings also benefit from Cumulus' very modest interest burden
associated with its low-cost senior secured bank debt.  Moody's
notes that Cumulus has mitigated its interest rate risk by hedging
approximately $300 million of total debt at an interest rate of
2%. The ratings also rely on the company's enterprise value when
compared with its debt burden.

For the trailing twelve months ended 3Q'04, total debt-to-cash
flow is about 4.7x and cash interest coverage is about 4.8x before
capital expenditures.  Pro forma for its pending acquisitions and
a theoretical $100 million share repurchase, leverage would
approximate 5.8x, and moderate by year-end as the company uses
free cash flow to reduce debt.  The transaction increases the
revolving credit facility availability to $181 million providing
the company with adequate cushion.  The company has ample
flexibility under its financial covenants and is unlikely to
experience any liquidity pressure in the near-term.

The Ba3 rating for the bank credit facilities reflects the credit
profile of the company, as well as the benefits of the collateral
package, including security interests in all assets and the stock
of the U.S. subsidiaries, and the benefits of subsidiary
guarantees.

Cumulus Media, Inc., with 305 stations in 61 mid-size markets, is
the second largest radio broadcaster in the U.S. based on station
count, and the eighth largest based on revenues.


CWMBS INC: Fitch Puts Low-B Ratings on Classes B-3 & B-4 Certs.
---------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates,
series 2004-J9, CHL mortgage pass-through trust 2004-J9:

     -- $238,177,553 classes 1-A-1, 2-A-1 through 2-A-6, 3-A-1,
        4-A-1, X-A, X-B, PO-A, PO-B, and A-R (senior
        certificates) 'AAA';

     -- $4,934,600 class M 'AA';

     -- $1,356,800 class B-1 'A';

     -- $863,500 class B-2 'BBB';

     -- $493,500 class B-3 'BB';

     -- $370,100 class B-4 'B'.

The 'AAA' rating on the senior certificates reflects the 3.45%
subordination provided by:

          * the 2% class M,
          * the 0.55% class B-1,
          * the 0.35% class B-2,
          * the 0.20% privately offered class B-3,
          * the 0.15% privately offered class B-4, and
          * the 0.20% privately offered class B-5 certificates.

Publicly offered classes rated based on subordination:

          * M 'AA',
          * B-1 'A',
          * B-2 'BBB', and

Privately offered classes rated based on their subordination:

          * B-3 'BB'and
          * B-4 'B'

The class B-5 is not rated by Fitch.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.

In addition, the ratings also reflect the quality of the
underlying mortgage collateral, strength of the legal and
financial structures and the master servicing capabilities of
Countrywide Home Loans Servicing LP, (rated 'RMS2+' by Fitch), a
direct wholly owned subsidiary of Countrywide Home Loans, Inc.

The certificates represent ownership in a trust fund, which
consists primarily of four separate mortgage loan groups.  The
senior certificates are collateralized primarily by a pool of
conventional, fully amortizing 15- and 30-year fixed-rate mortgage
loans secured by first liens on one- to two-family residential
properties.

Each of the senior certificates will receive interest and
principal from its respective mortgage loan group.  In certain
circumstances relating to a pool experiencing either rapid
prepayments or disproportionately high-realized losses, principal
and interest collected from the one pool may be applied to pay
principal or interest, or both, to the senior certificates of
other pools in the trust.

The subordinate certificates will be cross collateralized and will
receive interest and principal from available funds remaining
after paying senior principal and interest on all the senior
certificates.

The group 1 collateral consists of 30-year fixed-rate mortgage
loans with an aggregate pool balance of $26,404,105, as of the
cut-off date Nov. 1, 2004.  The weighted average original loan-to-
value -- OLTV -- ratio is 71.92% and the average loan balance is
$498,191.

Cash-out and rate/term refinance loans represent 21.41% and
29.02%, respectively.  Second homes comprise 9.48% and there are
no investor-occupied properties.  The weighted average FICO credit
score is approximately 748.

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

          * California (49.86%),
          * Florida (10.93%), and
          * Virginia (7.11%).

All other states comprise fewer than 5% of properties in
group 1.

The group 2 collateral primarily consists of 30-year fixed-rate
mortgage loans with an aggregate pool balance of $177,100,452, as
of the cut-off date.  The weighted average OLTV ratio is 74.72%
and the average balance is $522,420.

Cash-out and rate/term refinance loans represent 11.60% and 16.36%
of the mortgage pool, respectively.  Second homes account for
7.03% and there are no investor-occupied properties.  The weighted
average FICO credit score is approximately 741.

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

          * California (41.78%),
          * New York (10.67%), and
          * New Jersey (6.05%).

All other states comprise fewer than 5% of properties in
group 2.

The group 3 collateral consists of 15-year fixed-rate mortgage
loans with an aggregate pool balance of $22,799,781, as of the
cut-off date.  The weighted average OLTV ratio is 65.17% and the
average balance is $506,662.

Cash-out and rate/term refinance loans represent 26.63% and
32.71%, respectively.  Second homes account for 10.39% and there
are no investor-occupied properties.  The weighted average FICO
credit score is approximately 739.

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

          * Illinois (13.53%),
          * Texas (12.92%),
          * New Jersey (9.96%), and
          * Florida (5.97%).

All other states comprise fewer than 5% of properties in
group 3.

The group 4 collateral consists of 15-year fixed-rate mortgage
loans with an aggregate pool balance of $20,385,318, as of the
cut-off date.  The weighted average OLTV ratio is 70.04% and the
average balance is $509,633.

Cash-out and rate/term refinance loans represent 30.87% and
30.42%, respectively.  Second homes account for 8.89% and there
are no investor-occupied properties.  The weighted average FICO
credit score is approximately 741.

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

          * Georgia (19.71%),
          * Virginia (11.73%),
          * Tennessee (10.03%),
          * Florida (9.24%),
          * California (6.78%), and
          * New York (6.53%).

All other states comprise fewer than 5% of properties in
group 4.

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/

Countrywide Servicing will directly service all of the mortgage
loans in loan group 1.

Countrywide Servicing, Wachovia Mortgage, and Commercial Federal
Savings Bank will directly service 83.29%, 15.61%, and 1.10%,
respectively, of the mortgage loans in loan group 2.

Countrywide Servicing and SunTrust Bank will directly service
84.64%, and 15.36%, respectively, of the mortgage loans in loan
group 3.

SunTrust Bank, Countrywide Servicing, Bank United, and National
City Mortgage will directly service 55.98%, 33.38%, 8.07%, and
2.57%, respectively, of the mortgage loans in loan group 4.

Countrywide Servicing will act as master servicer for all the
loans.

CWMBS purchased the mortgage loans from CHL and 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 fund as
multiple separate real estate mortgage investment conduits --
REMICs.  The Bank of New York will act as Trustee.


DALLAS AEROSPACE: Hires McGuire Craddock as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District Of Texas gave
Dallas Aerospace, Inc., permission to employ McGuire, Craddock &
Strother, P.C., as its general bankruptcy counsel.

McGuire Craddock will:

   a) render legal advise to the Debtor with respect to its rights
      and duties as a debtor-in-possession in the continued
      operation of its business;

   b) appear in Court to protect the Debtor's interests;

   c) assist the Debtor in its chapter 11 requirements, including
      preparing its schedules, negotiating with its creditors and
      parties in interest, formulating a plan of reorganization,
      and drafting and responding to pleadings; and

   d) perform all other legal services that may be appropriate and
      necessary in the Debtor's chapter 11 case.

John Mark Chevallier, Esq., a Shareholder at McGuire Craddock, is
the lead attorney for the Debtor's restructuring.  Mr. Chevallier
discloses that the Firm received a $25,000 retainer.  For his
professional services, Mr. Chevallier will bill the Debtor $290
per hour.

Mr. Chevallier reports McGuire Craddock's professionals bill:

             Designation        Hourly Rate
             -----------        -----------
             Partners           $200 - $320
             Associates         $200
             Paralegals         $120

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

Headquartered in Carrollton, Texas, Dallas Aerospace, Inc., is a
Texas-based aftermarket supplier of engines, engine parts, and
engine management and leasing services, with facilities
in Dallas, Texas, and Miami, Florida.  The Company filed for
chapter 11 protection on October 1, 2004 (Bankr N.D. Tex. Case No.
04-80663).  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.


DALLAS AEROSPACE: U.S. Trustee Unable to Form Creditors' Committee
------------------------------------------------------------------
William T. Neary, the United States Trustee for Region 6 reports
to the U.S. Bankruptcy Court for the Northern District of Texas
that no Official Committee of Unsecured Creditors has been formed
in Dallas Aerospace, Inc.'s chapter 11 case.

Mr. Neary explains that he convened the first meeting of creditors
on November 9, 2004, for the specific purpose of organizing an
unsecured creditors committee in the Debtor's chapter 11 case.
Nobody showed up and nobody responded to Mr. Neary's post-meeting
attempts to contact or convince other eligible creditors who did
not attend the meeting to serve on a Committee.

Headquartered in Carrollton, Texas, Dallas Aerospace, Inc., is a
Texas-based aftermarket supplier of engines, engine parts, and
engine management and leasing services, with facilities
in Dallas, Texas, and Miami, Florida.  The Company filed for
chapter 11 protection on October 1, 2004 (Bankr N.D. Tex. Case No.
04-80663).  John Mark Chevallier, Esq., at McGuire, Craddock &
Strother, P.C., represents the Debtor in its 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.


DELTA AIR: Closing Financing Pacts with GE & American Express
-------------------------------------------------------------
Delta Air Lines (NYSE: DAL) has completed previously announced
agreements with GE Commercial Finance and American Express Travel
Related Services Company, Inc., to obtain approximately
$1.1 billion in financing.  Concurrent with entering into these
definitive agreements, Delta borrowed a total of $830 million.

                GE Commercial Finance Agreements

On Nov. 1, 2004, Delta disclosed that it had entered into a
commitment letter with GE Commercial Finance to obtain
$500 million of financing.  The parties recently agreed to
increase the GE Commercial Finance Facility to $630 million.  As
previously reported, the intermediate and long-term securities
tendered in Delta's now completed debt exchange offer did not
satisfy the minimum tender condition for that transaction, and
Delta obtained the increase in the GE Commercial Finance Facility
by using certain collateral originally reserved for the exchange
of those securities.

Delta borrowed a total of $580 million under the GE Commercial
Finance Facility.  This includes $330 million under a senior
secured term loan (Term Loan) and $250 million under a
$300 million senior secured revolving credit facility.  The Credit
Facility is subject to a $50 million reserve.

The Term Loan is payable in 12 equal monthly installments
beginning on Jan. 1, 2007, with the final installment due
Dec. 1, 2007.  The Credit Facility matures on Dec. 1, 2007.

The Term Loan and the Credit Facility are secured by substantially
all of Delta's remaining unencumbered assets, including a
substantial portion of its accounts receivable.  These agreements
contain covenants, which require Delta to:

   -- maintain specified levels of unrestricted cash and cash
      equivalents;

   -- achieve certain levels of EBITDAR (earnings before interest,
      taxes, depreciation, amortization and aircraft rent); and

   -- not exceed specified levels of capital expenditures.

The covenants also, among other things, include substantial
restrictions on Delta's ability to incur or secure other debt,
make investments, sell assets and pay dividends or repurchase
stock.

                          Amex Agreement

On Oct. 25, 2004, Delta said it had entered into a commitment
letter with Amex to obtain up to $600 million of financing, with
$500 million of this amount being in the form of a prepayment of
SkyMiles (Amex Facility) and up to $100 million being in the form
of participating in loans under the GE Commercial Finance
Facility.

Delta received $250 million under the Amex Facility.  Subject to
certain conditions, the remaining $250 million prepayment of
SkyMiles will be made on a date specified by Delta that is on or
after Mar. 1, 2005.

The SkyMiles prepayments will be credited in equal monthly
installments toward SkyMiles purchases to be made by Amex during
the 24-month period beginning with December 2005.  Amex's right to
recover the prepayments is secured on a senior basis by Delta's
right to payment for purchased SkyMiles and related assets, and on
a junior basis by the collateral securing the GE Commercial
Finance Facility.

The Amex Facility contains affirmative and negative covenants
substantially the same as those in the GE Commercial Finance
Facility.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 1, 2004,
Standard & Poor's Ratings Services lowered its rating on the class
B certificates issued by Delta Funding Home Equity Loan Trust
1999-2 to 'B' from 'BB+'.  At the same time, ratings are affirmed
on the remaining classes from the same series.

The lowered rating reflects:

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

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

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

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

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

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


DII INDUSTRIES: Court Approves Domestic Settlement Agreement
------------------------------------------------------------
More than 50 insurance companies signed a settlement agreement
with the DII Industries, LLC, its debtor-affiliates and
Halliburton Company to resolve:

    (i) all disputes among the parties under certain insurance
        policies and certain other policies issued or allegedly
        issued for policy periods incepting prior to or on
        December 31, 1992 -- Buyback Policies;

   (ii) all asbestos and silica-related disputes of the parties
        under certain insurance policies incepting after
        December 31, 1992;

  (iii) numerous lawsuits resulting from disagreements regarding
        the scope of coverage available under the Buyback
        Policies; and

   (iv) certain other disputes between the Participating Carriers
        and the Debtors including the disputes that have arisen
        postpetition.

The Buyback Policies cover, among other things, asbestos-related
liabilities arising out of the historical operations of
Worthington and its successors, which coverage is subject to
competing claims by Federal-Mogul Products, Inc., and Cooper
Industries, Inc.

The salient terms of the Domestic Settlement Agreement are:

    -- Each of the Participating Carriers will be obligated to
       make payments to DII Industries.  Due to confidentiality
       concerns, the precise amount and timing of payments by
       individual Participating Insurers are not disclosed.  The
       settlement amount, however, is substantial, is the result
       of extensive analysis and negotiation, and is consistent
       with the Debtors' other insurance-related settlements;

    -- The parties will exchange mutual releases;

    -- Halliburton and the Debtors agree to defend, indemnify,
       save, and hold harmless the Released Carriers, fully and
       without a cap, except with respect to certain claims;

    -- The Debtors and all Participating Carriers will dismiss
       with prejudice and without costs all claims against each
       other in each of the Coverage Actions; and

    -- The Participating Carriers will immediately discontinue the
       prosecution of, and withdraw, waive or dismiss with
       prejudice, any objections in the Bankruptcy Court and any
       appeals of any orders entered by the Bankruptcy Court.

At the Debtors' request, the United States Bankruptcy Court for
the Western District of Pennsylvania approves the Domestic
Settlement Agreement.

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

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

The Participating Carriers include:

      -- Hartford Accident and Indemnity Company, First State
         Insurance Company, Hartford Casualty Insurance Company,
         New England Insurance Company, Nutmeg Insurance Company
         and Twin City Fire Insurance Company;

      -- Zurich American Insurance Company;

      -- Allianz AG;

      -- Allianz Global Risks U.S. Insurance Company formerly
         known as Allianz Insurance Company, and Allianz
         Underwriters Insurance Company formerly known as Allianz
         Underwriters, Inc.;

      -- Travelers Casualty and Surety Company and The Travelers
         Indemnity Company;

      -- Appalachian Insurance Company;

      -- Everest Reinsurance Company and Mt. McKinley Insurance
         Company;

      -- Employers Reinsurance Corporation;

      -- Westport Insurance Corporation, formerly known as Puritan
         Insurance Company;

      -- Continental Insurance Company;

      -- Century Indemnity Company, Pacific Employers Insurance
         Company, U.S. Fire Insurance Company, Central National
         Insurance Company of Omaha, St. Paul Mercury Insurance
         Company, and ACE Property and Casualty Insurance Company;

      -- One Beacon America Insurance Company;

      -- All insurers within the Fairfax Financial Holdings
         Limited organization;

      -- Stonewall Insurance Company;

      -- Evanston Insurance Company;

      -- Associated International Insurance Company;

      -- Providence Washington Insurance Company;

      -- Insco Limited;

      -- Mutual Marine Office, Inc.;

      -- Fireman's Fund Insurance Company;

      -- National Surety Corporation;

      -- Federal Insurance Company;

      -- Allstate Insurance Company;

      -- Sentry Insurance a Mutual Company;

      -- Northwestern National Insurance Company;

      -- General Electric Casualty Insurance Company and its
         predecessor Colonial Perm Insurance Company and Heritage
         Casualty Insurance Company as their reinsurer and
         attorney in fact;

      -- Royal Insurance Company;

      -- Yosemite Insurance Company;

      -- Swiss Reinsurance Company;

      -- American Re-Insurance Company;

      -- Executive Risk Indemnity, Inc.; and

      -- European General Reinsurance Company.

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)


DYNEGY INC: Completes Sale of 50% Interest in Chesapeake Facility
-----------------------------------------------------------------
Dynegy, Inc., (NYSE:DYN) has completed the sale of its 50 percent
interest in the 310-megawatt Commonwealth Power Generation
Facility in Chesapeake, Virginia, to Dominion Virginia Power, a
subsidiary of Dominion (NYSE:D).  The transaction resulted in
proceeds of approximately $15 million.

"The sale of Commonwealth represents one of the last significant
divestitures of the company's minority-ownership power generation
assets, which were identified in 2003 as an important component of
the company's self-restructuring," said Bruce A. Williamson,
Chairman, President and Chief Executive Officer of Dynegy, Inc.
"Our focus going forward is on the operation of our strategically
positioned power generation and natural gas liquids businesses.
We believe the continued strengthening of the U.S. economy will
create greater utilization and improved pricing for our power
generation fleet, resulting in significant upside for our
investors in the future."

Dynegy has raised approximately $170 million in 2004 in connection
with the sale of minority-ownership power generation assets.
Other transactions have included the sale of Dynegy's interests
in:

   -- Michigan Power qualifying facility -- QF;
   -- Oyster Creek (Texas) QF;
   -- Power generation facilities in Costa Rica and Jamaica; and
   -- Hartwell (Georgia) natural gas-fired peaking facility.

Dynegy's ongoing power generation business consists of a
geographically diverse fleet of baseload, intermediate and peaking
power plants fueled by a mix of coal, fuel oil and natural gas.
Located in 11 U.S. states, the portfolio is well positioned to
capitalize on regional differences in power prices and weather-
driven demand.  The power generation business also manages
commodity price risk associated with fuel procurement and delivers
asset-backed products and services to the nation's wholesale
energy system.

                        About the Company

Dynegy, Inc., provides electricity, natural gas and natural gas
liquids to customers throughout the United States.  Through its
energy businesses, the company owns and operates a diverse
portfolio of assets, including power plants totaling 11,885
megawatts of net generating capacity and gas processing plants
that process approximately 1.8 billion cubic feet of natural gas
per day.

                         *     *     *

Dynegy Holdings, Inc., carries Moody's Investors Service's Caa2
senior unsecured rating.


ELAN CORP: Completes Debt Offering & Consent Solicitation
---------------------------------------------------------
Elan Corporation, plc, and its wholly owned subsidiary, Elan
International Services Ltd. accepted for payment a total of
US$350,971,000 aggregate principal amount of Series B Guaranteed
Notes and Series C Guaranteed Notes issued by Elan's wholly owned
subsidiary, Elan Pharmaceutical Investments III, Ltd.  This amount
includes US$317,406,000 aggregate principal amount of Notes
previously accepted for payment and paid for by EIS and Elan.

The Notes were tendered and related consents delivered pursuant to
the previously announced cash tender offer by EIS to purchase up
to US$351 million (of $390 million) aggregate principal amount of
Notes and the related consent solicitation by Elan.  Final
settlement was expected to occur on Nov. 30.  The tender offer and
consent solicitation expired at 12:00 midnight, New York City
time, on Nov. 26, 2004.

A total of US$372,182,000 aggregate principal amount of Notes were
tendered and related consent delivered.  In accordance with the
terms of the tender offer and consent solicitation, EIS and Elan
accepted for payment, on a pro rata basis, US$350,971,000
aggregate principal amount of Notes for total consideration of
US$357,410,884, plus accrued and unpaid interest to, but not
including, the applicable settlement date.  The total
consideration includes an aggregate early tender premium of
US$4,489,884, paid only for Notes tendered prior to the early
tender deadline at 12:00 midnight, New York City time, on
Nov. 26, 2004, and an aggregate consent payment of US$1,950,000.
Consent payments were made to all holders of Notes regardless of
whether the holders tendered their Notes or delivered consents.

Also, as a result of the receipt of the requisite consents from
the holders of the Notes, Elan entered into an amendment to the
guarantee agreement governing Elan's guarantee of the Notes and a
consent agreement under the indenture governing the 6.50%
Convertible Guaranteed Notes issued by Elan Capital Corp. Ltd. and
guaranteed by Elan.  The amendment to the EPIL III Guarantee
Agreement eliminated many of the restrictive covenants contained
in the EPIL III Guarantee Agreement and the consent agreement
under the Convertible Note Indenture effectively permanently
waived compliance with all of the restrictive covenants contained
in the Convertible Note Indenture that restrict certain activities
of Elan and its subsidiaries without the prior consent of a
majority in aggregate principal amount of the outstanding Notes.

The tender offer and consent solicitation were made solely on the
terms and conditions contained in the Offer to Purchase and
Consent Solicitation Statement, dated Oct. 28, 2004, and related
documents.

Morgan Stanley & Co. Incorporated acted as dealer manager in
connection with the tender offer and solicitation agent in
connection with the consent solicitation.  Questions regarding the
tender offer and consent solicitation should be directed to:

               Morgan Stanley
               Toll-Free: (800) 624-1808
               Collect: (212) 761-1941
               Attn: Francesco Cipollone

The Depositary was The Bank of New York.

                        About the Company

Elan is a neuroscience-based biotechnology company that is focused
on discovering, developing, manufacturing, selling and marketing
advanced therapies in neurodegenerative diseases, autoimmune
diseases and severe pain.  Elan's (NYSE: ELN) shares trade on the
New York, London and Dublin Stock Exchanges.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 25, 2004,
Standard & Poor's Ratings Services raised the corporate credit and
senior unsecured debt ratings on specialty pharmaceutical maker
Elan Corp. to 'B' from 'B-'.  The rating action reflects the
Dublin, Ireland-based company's increased liquidity and
anticipates the upcoming market launch of its very promising
multiple sclerosis treatment Antegren, a drug that could generate
annual sales well in excess of $1 billion.

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

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


EQUIFIN: Audit Panel Looks for New Auditor After J.H. Cohn Resigns
------------------------------------------------------------------
EquiFin, Inc.'s (OTC BB:EQUI) independent accountants, J.H. Cohn
LLP, resigned as of Nov. 24, 2004, pursuant to a letter providing
no explanation for the resignation and leaving the Company's Audit
Committee and Management to believe that the Company no longer met
JHC's criteria for client retention.  The Audit Committee has
commenced an immediate search for a new independent accountant and
is in the process of requesting proposals from other accounting
firms.

There have been no disagreements with JHC on any matter of
accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements, if not
resolved to JHC's satisfaction, would have caused JHC to make
reference thereto in its opinions in connection with the audits of
EquiFin's consolidated financial statements for fiscal years ended
December 31, 2002, and December 31, 2003, and the subsequent
interim periods through September 30, 2004.  While JHC's report
for the year ended December 31, 2003, did include an exploratory
paragraph relating to EquiFin's ability to continue as a going
concern, their audit reports on EquiFin's consolidated financial
statements for fiscal year ended December 31, 2002, did not
contain any adverse opinion or disclaimer of opinion and were not
qualified nor modified as to uncertainty, audit scope or
accounting principles.

                       About the Company

EquiFin, Inc., (AMEX:II AND II,WS) is a commercial finance company
providing a range of capital solutions to small and mid-size
business enterprises.

                         *     *     *

                      Going Concern Doubt

In its Form 10-KSB for fiscal year ended December 31, 2003, filed
with the Securities and Exchange Commission, Equifin, Inc.'s
independent public accountants raise substantial doubt about the
Company's ability to continue as a going concern.


EQUIFIRST MORTGAGE: Fitch Rates Classes B-1 & B-2 Certs. Low-B
--------------------------------------------------------------
EquiFirst Mortgage Loan Trust series 2004-3, $459.805 million home
equity loan asset-backed certificates are rated:

     -- $343.21 million classes A-1, A-2, and A-3 'AAA';
     -- $27.92 million class M-1 'AA+';
     -- $9.15 million class M-2 'AA';
     -- $14.08 million class M-3 'AA-';
     -- $8.21 million class M-4 'A+';
     -- $8.21 million class M-5 'A';
     -- $8.21 million class M-6 'A-';
     -- $8.21 million class M-7 'BBB+';
     -- $8.21 million class M-8 'BBB';
     -- $7.04 million class M-9 'BBB';
     -- $4.22 million class M-10 'BBB-';
     -- $6.10 million privately offered class B-1 'BB+';
     -- $7.04 million privately offered class B-2 'BB'.

The 'AAA' rating on the senior certificates reflects the 26.85%
total credit enhancement provided by:

          * the 5.95% class M-1,
          * the 1.95% class M-2,
          * the 3% class M-3,
          * the 1.75% class M-4,
          * the 1.75% class M-5,
          * the 1.75% class M-6,
          * the 1.75% class M-7,
          * the 1.75% class M-8,
          * the 1.5% class M-9,
          * the 0.9% class M-10,
          * the 1.3% class B-1,
          * the 1.5% class B-2, and
          * the 2% initial and targeted overcollateralization
            -- OC.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans and the integrity of the transaction's legal structure,
as well as the capabilities of Ocwen Federal Bank FSB as servicer
and Deutsche Bank National Trust Company as the trustee.

The mortgage loans consist of 3,250, fixed rate (19.68%) and
adjustable rate (80.32%), first and second lien loans with an
aggregate balance of $469,191,024 as of the cut-off date.

As of origination, approximately 75.46% of the mortgage loans had
loan-to-value ratios in excess of 80%.  The weighted average
combined loan-to-value ratio -- CLTV -- for the mortgage loans is
approximately 90.26% and the weighted average remaining term to
maturity is approximately 356 months.

The weighted average coupon -- WAC -- is 7.085% and the average
balance is $144,366.  The three states that represent the largest
portion of the mortgage loans are:

          * California (9.92%),
          * Virginia (6.96%), and
          * Florida (5.58%).


FEDERAL-MOGUL: Court Approves Maremont Settlement Agreement
-----------------------------------------------------------
In 1977, Ferodo America, Inc., then known as Nuturn Corp.,
purchased certain friction product manufacturing facilities and
assets from Maremont Corporation.  Ferodo is a subsidiary of T&N
Industries, Inc, a Federal-Mogul Corporation debtor-affiliate.  As
part of the purchase agreement, Ferodo was added as an insured
party to two insurance policies issued to Maremont.

James E. O'Neill, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, in Wilmington, Delaware, informs the U.S. Bankruptcy
Court for the District of Delaware that Ferodo and Maremont have a
right to insurance under these policies:

   (1) Policy No. RDU3569701, which:

       -- was issued by Continental Casualty Company;

       -- has a policy period of January 1, 1978, through
          June 30, 1980; and

       -- has a $15 million total liability limit and a
          $5 million annual liability limit in excess of the
          first $1 million.

   (2) Policy No. 924818, which:

       -- was issued by First State Insurance Company;

       -- has a policy period of January 30, 1979, through
          June 30, 1980;

       -- has a $10 million total liability limit and a
          $5 million annual liability limit in excess of the
          first $1 million.

                   Ferodo-Continental Agreement

In April 1999, Ferodo and Continental agreed to resolve issues
relating to Ferodo's access to the Continental Policy.  The
Ferodo-Continental Agreement requires Continental to pay a portion
of Ferodo's costs due after January 1, 1999, pursuant to a formula
based on Continental's share of the total asbestos insurance
coverage available to Ferodo within a coverage block of June 1,
1977, through March 30,1986.

Mr. O'Neill relates that the Ferodo-Continental Agreement
incorporates most of the terms of the Wellington Agreement, which
established a global, industry-wide facility for handling asbestos
claims in which a number of asbestos producers.

Under the Wellington Agreement, the insurers agreed to pay a
portion of the claims against all participating producers in lieu
of paying 100% of their own claims.  Each participating asbestos
producer was allocated based on a separate formula.  Each
producer's allocated costs then were spread over that producer's
"Coverage Block," consisting of the producer's policies issued by
participating carriers between the time the producer first became
involved with the sale or manufacture of asbestos of asbestos-
containing products and a date selected by the producer prior to
1985.  As policies become exhausted, 100% of the liability was
spread among the remaining policies in the coverage block.  The
participating carriers were to be partially reimbursed from
proceeds collected from non-participating carriers.

                  Maremont-Continental Agreement

In April 1999, Maremont entered into an agreement with
Continental.  Maremont agreed to pay asbestos-related bodily
injury claims against it according to the Wellington Agreement
formula used in the Ferodo-Continental Agreement.

                    Maremont-Ferodo Agreement

In November 1999, Maremont entered into an agreement with Ferodo
that established an allocation methodology for the shared
policies, pursuant to which Continental and First State would pay
claims on a "first come, first paid" basis according to the first
date on which claims were billed to the insurance carriers.

                          Billing Issues

Before the Debtors filed for bankruptcy, Ferodo and Maremont were
billing asbestos claims to Continental pursuant to the described
agreements.  Because Maremont had more available insurance
coverage in its Coverage Block, Ferodo billed more to Continental
than Maremont had billed.  As of the Petition Date, Continental
had paid $4,517,967 to Ferodo and $1,764,716 to Maremont.
Therefore, from the $15 million total limits provided by the
shared Continental Policy, $8,717,317 remains.  Of the $10 million
total limits provided by the First State Policy, $9,655,373
remains.

Ferodo submitted an additional $2,077,824 and Maremont submitted
$3,798,971 to Continental for costs incurred before the Petition
Date in connection with asbestos claims.  The amounts have not
been paid.

After the Petition Date, Continental stopped making payments to
both Ferodo and Maremont.  Because the "first come, first paid"
mechanism for allocating payments from the remaining limits of the
policies is inconsistent with automatic stay and the ordered
distribution scheme of the Bankruptcy Code, Ferodo, Maremont and
the counsel for the Committee of Asbestos Claimants negotiated a
revised allocation of the remaining limits under the shared
policies.

After extensive negotiations, the Parties agree that:

   (a) Continental may pay Ferodo and Maremont the amounts that
       were billed for defense and settlement costs in connection
       with asbestos claims incurred before the Petition Date --
       $2,077,824 to Ferodo and $3,798,971 to Maremont;

   (b) After the payments, the remaining limits of both the
       Continental Policy and the First State Policy will be
       allocated 70% to asbestos claims against Ferodo and 30% to
       asbestos claims to Maremont;

   (c) Ferodo's portion of the policies will become an asset that
       may be used in connection with the applicable trusts to
       satisfy the claims of asbestos claimants against Ferodo;
       and

   (d) Continental and First State may begin paying Maremont's
       claims immediately out of the 30% share of the remaining
       policy limits.  The Continental Policy will be deemed
       exhausted as to Maremont upon payment of the remaining
       limits allocable to Maremont's claims.

Mr. O'Neill clarifies that the Settlement Agreement is only
between Ferodo and Maremont.  Third parties, like Continental and
First State, are not bound by the terms of the Settlement.

At the Debtors' request, Judge Lyons approves the Settlement
Agreement.

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


FIRST HORIZON: Fitch Places Low-B Ratings on Classes B-4 & B-5
--------------------------------------------------------------
Fitch rates First Horizon Asset Securities, Inc., mortgage
pass-through certificates, series 2004-7:

     -- $234.6 million class I-A-1 through I-A4, I-A-PO, I-A-R,
        and II-A-1 'AAA';

     -- $3,761,000 classes B-1 'AA';

     -- $1,293,000 class B-2 'A';

     -- $705,000 class B-3 'BBB';

     -- $470,000 class B-4 'BB';

     -- $235,000 class B-5 'B'.

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

The 'AAA' rating on the senior certificates reflects the 2.95%
subordination provided by:

          * the 1.6% class B-1,
          * the 0.55% class B-2,
          * the 0.3% class B-3,
          * the 0.2% privately offered class B-4,
          * the 0.1% privately offered class B-5, and
          * the 0.2% privately offered class B-6 certificates.

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

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults, as well as bankruptcy, fraud, and
special hazard losses in limited amounts.

In addition, the ratings reflect the quality of the mortgage
collateral, strength of the legal and financial structures, and
the servicing capabilities of First Horizon Home Loan Corporation,
currently rated 'RPS2' by Fitch.

As of the cut-off date, Nov. 1, 2004, the trust will consist of
two pool groups.  The certificates whose class designation begins
with I and II correspond to pools I and II, respectively.

Group I consist of conventional, fully amortizing, 30-year fixed-
rate mortgage loans secured by first liens on one- to four-family
residential properties, with an aggregate principal balance of
$212,030,174.  The average principal balance of the loans in this
pool is approximately $507,249.

The mortgage pool has a weighted average original loan-to-value
ratio -- OLTV -- of 71.25%.  The weighted average FICO score is
approximately 738.  Rate/term and cash-out refinance loans account
for 29.1% and 15.74% of the pool, respectively.

The states that represent the largest portion of the mortgage
loans are:

          * California (34.07%),
          * Virginia (10.03%),
          * Maryland (7.60%), and
          * Washington (5.77%).

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

Group II consists of conventional, fully amortizing, 15-year
fixed-rate mortgage loans secured by first liens on one- to four-
family residential properties mortgage loans, with an aggregate
principal balance of $23,033,912.  The average principal balance
of the loans in this pool is approximately $523,498.

The mortgage pool has a weighted average OLTV of 60.64%.  The
weighted average FICO score is approximately 750.  Rate/term and
cash-out refinance loans account for 29.22% and 26.09% of the
pool, respectively.

The states that represent the largest portion of the mortgage
loans are:

          * California (28.43%),
          * Tennessee (17.01%),
          * Rhode Island (12.90%),
          * Massachusetts (8.75%), and
          * Virginia (8.11%).

All other states represent less than 5% of the group II 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,
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 originated or acquired in
accordance with First Horizon Home Loan Corporation's underwriting
guidelines.  The trust, First Horizon Mortgage Pass-Through Trust
2004-7, was created for the sole purpose of issuing the
certificates.

For federal income tax purposes, an election will be held to treat
the trust as multiple real estate mortgage investment conduits --
REMICs.  The Bank of New York will act as trustee.


FREEPORT-MCMORAN: Moody's Ups Senior Unsecured Debt Rating to B1
----------------------------------------------------------------
Moody's Investors Service raised Freeport-McMoRan Copper & Gold
Inc's senior unsecured debt ratings to B1 from B2.  In addition,
the senior implied rating was raised to Ba3 from B2 and the rating
on Freeport's rated preferred securities to B3 from Caa2.
Freeport's SGL-1 rating was affirmed.  The rating outlook is
stable.

The upgrade was prompted by the return to normal mining operations
at the Grasberg open pit mine, which is owned by Freeport's 90.6%
subsidiary, P.T. Freeport Indonesia -- PT-FI, and by anticipated
strong cash flow and debt protection measurements.  Freeport's
2004 results have been negatively impacted by a curtailment of
production at PT-FI, resulting from two rock slides that occurred
in the fourth quarter of 2003.  The mine has returned to normal
operations.  The ratings reflect Freeport's status as a holding
company, and are adjusted for structural differences in the debt
and preferred securities.  The ratings also consider challenges
that may arise from doing business in Indonesia.  The stable
outlook reflects Moody's expectation that performance at Freeport
will continue to rebound in the fourth quarter of 2004 and beyond
from weak, slide-impacted results in the first half of 2004.

Ratings raised are:

   * US$66.5 million 7.5% senior unsecured debentures due
     November 15, 2006, to B1 from B2

   * US$4.5 million 7.2% senior unsecured debentures due
     November 15, 2026, to B1 from B2

   * US$500 million 10.125% senior unsecured notes due
     February 1, 2010, to B1 from B2

   * US$340 million 6.875% senior unsecured notes due
     February 1, 2014, to B1 from B2

   * US$167 million gold denominated preferreds, series II due
     February 1, 2006 to B3 from Caa2

   * US$25 million silver denominated preferreds due
     August 1, 2006, to B3 from Caa2

   * Senior Implied, to Ba3 from B2

   * Issuer Rating, to B1 from B2

Rating affirmed:

   * Speculative Grade Liquidity Rating, SGL-1

Freeport's B1 senior unsecured rating reflects the low cost, long
life reserves at PT-FI, and considers the dividend stream
available to Freeport from PT-FI.  The rating also considers that
the bulk of Freeport's earnings and cash flow come from a single
mining district, the Grasberg open pit mine, which comprises
approximately 80% of mill throughput, and DOZ underground orebody
(20%), located in Papua, Indonesia.  The rating also reflects the
subordinated position of debt holders at the Freeport holding
company to creditors at the operating company, PT-FI.  The rating
considers improved stability within the Indonesian operating
environment, but continues to reflect the challenging conditions
and political and economic uncertainty associated with Indonesia.

The stable outlook reflects Moody's expectation that performance
at PT-FI will rebound in the fourth quarter of 2004 and beyond
from weak results in the first half of 2004 resulting from fourth
quarter 2003 rock slides at PT-FI's Grasberg open pit mine.  The
company estimates its 2004 operating cash flow, assuming fourth
quarter copper and gold prices of $1.30 per pound and $400 per
ounce respectively, to approximate $190 million, down from
$572 million in 2003.  The company anticipates that production in
2005 will increase to approximately 1.5 billion pounds of copper
and 2.9 million ounces of gold and return to more normal levels
thereafter with average annual production of approximately
1.35 billion pounds of copper and 2.2 million ounces of gold
expected for 2006-2008.

Freeport does not anticipate major capital expenditures over the
next several years, so it is Moody's assumption that as the mine
returns to normal operation, greater levels of free cash flow will
be available at PT-FI for dividends to Freeport and the Indonesian
Government, which holds a 9.4% interest in PT-FI.  Freeport has
historically operated with high levels of debt and convertible and
preferred securities in its capital structure, which continues to
be the case, with debt and preferred securities totaling
approximately $3 billion at September 30, 2004, including
$1.1 billion in Convertible Perpetual Preferred stock.  Given this
level of debt and preferred securities in the capital structure,
and the company's propensity to return excess cash to shareholders
in the form of dividends and share buybacks, it is unlikely that
the rating will increase from current levels, absent a meaningful
change in the level of debt and preferred securities in the
capital structure.  The rating could be lowered if the company's
financial profile exhibits higher levels of leverage or suffers
further operating problems at its principal asset, the Grasberg
open pit mine.  At full operation, Freeport has a very low cost
structure so it is unlikely that lower copper and gold prices
alone would have a near-term negative impact on the company's
rating.

Headquartered in New Orleans, Louisiana, Freeport had revenues of
$2.2 billion in 2003.


GATEWAY EIGHT: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gateway Eight Limited Partnership
        c/o The Congress Group, Inc.
        33 Arch Street
        Boston, Massachusetts 02110

Bankruptcy Case No.: 04-19692

Type of Business:  The Company is part of The Congress Group.
                   It is a privately held real estate development,
                   construction, property & asset management and
                   investment company.
                   See http://www.congressgroup.com/

Chapter 11 Petition Date: November 30, 2004

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Macken Toussaint, Esq.
                  Goodwin Procter LLP
                  Exchange Place
                  53 State Street
                  Boston, Massachusetts 02109
                  Tel: (617) 570-1000
                  Fax: (617) 523-1231

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 18 Largest Unsecured Creditors:

    Entity                       Nature Of Claim    Claim Amount
    ------                       ---------------    ------------
City of Providence               Real Estate Taxes       $56,767
c/o Tax Collection
City Hall Second Floor
25 Dorrance Street
Providence, Rhode Island 02903

Boston Financial Data Services   Reimbursement for       $31,570
Attn: Peter Jackson              Security Service
Two Heritage Drive               Payments
Quincy, Massachusetts 02171

Aid Maintenance Company          Trade Debt               $7,800
300 Roosevelt Avenue
Pawtucket, Rhode Island 02860

Winchester Mechanical            Trade Debt               $4,680
Corporation, Inc.
215 Middlesex Turnpike
Burlington, Massachusetts 01803

Bargman Hendrie &                Trade Debt               $3,084
Archetype, Inc.

Adler Pollock & Sheehan          Trade Debt               $2,995

The Narragansett Bay Commission  Utilities                $1,839

Clarity Water Technologies LLC   Trade Debt                 $928

ThyssenKrupp Elevator            Trade Debt                 $876

Simplex Grinnell                 Trade Debt                 $789

Browning-Ferris Industries       Trade Debt                 $783

Aladdin Electric Company, Inc.   Trade Debt                 $450

Waltham Services, Inc.           Trade Debt                 $296

Rise Engineering                 Trade Debt                 $200

The Home Page                    Trade Debt                 $192

State of Rhode Island Division   Trade Debt                 $112
Of Occupational Safety

Verizon                          Trade Debt                  $63

AT&T                             Trade Debt                  $24


GOLDENEYE MANAGEMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Goldeneye Management, Inc.
        dba Burger King #6075
        2219 Arlington Road
        Columbus, Michigan 48063-3505

Bankruptcy Case No.: 04-73665

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                       Case No.
      ------                                       --------
      Sul-Stock #1, Inc. dba Burger King #3869     04-73663
      Ewack Corporation dba Burger King # 12256    04-73666

Type of Business:  The Companies are franchisees of Burger King.

Chapter 11 Petition Date: November 29, 2004

Court: Eastern District Of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtors' Counsel: Charles Milne, Esq.
                  Cox, Hodgman & Giarmarco, P.C.
                  101 West Big Beaver Road, 10th Floor
                  Troy, Michigan 48084
                  Tel: (248) 457-7113
                  Fax: (248) 457-7001
                  cmilne@chglaw.com
                  http://www.chglaw.com/


GOPHER STATE: Court Approves Bidding Procedures for All Assets
--------------------------------------------------------------
The Honorable Dennis D. O'Brien of the U.S. Bankruptcy Court for
the District of Minnesota approved Gopher State Ethanol, LLC's
bidding procedures and the form of the Asset Purchase Agreement
for the substantial sale of all of its assets that are free and
clear of liens, claims and interests.

The Court ordered that an auction for the Debtor's assets will
take place at 9:30 a.m., on January 21, 2005, at:

          Ravich Meyer Kirkman McGrath & Nauman
          4545 IDS Center
          80 South Eighth Street
          Minneapolis, Minnesota

The Court orders that all qualified bidders must submit their
qualified bids on or before the January 21 bid deadline.

The Court ordered that in the event that no qualified bids are
received by the bid deadline, the Debtor's selling agent, Biditup
Industrial Assets, Inc., is authorized to conduct a public auction
of the Debtor's assets.  The public auction will be held on
February 16, 2005, at 882 West Seventh Street, St. Paul,
Minnesota.

The Court will convene a sale hearing at 10:00 a.m., on
January 24, 2005, to consider approval of the successful bid or
bids from the January 21 auction.

Headquartered in St. Paul, Minnesota, Gopher State Ethanol, LLC,
manufactures ethanol.  The Company filed for chapter 11 protection
on August 11, 2004 (Bankr. D. Minn. Case No. 04-34706).  Michael
L. Meyer, Esq., at Ravich, Meyer, Kirkman, McGrath & Nauman, PA,
represents the Debtor in its restructuring.   When the Debtor
filed for protection from its creditors, it listed $12,019,824 in
total assets and $36,759,602 in total debts.


GOPHER STATE: Employs Biditup Industrial as Selling Agent
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota gave
Gopher State Ethanol, LLC, permission to employ Biditup Industrial
Assets, Inc., as its selling agent.

Gopher State tells the Court that the employment of Biditup
Industrial is necessary because management does not have the
sufficient time and specific expertise to coordinate all aspects
of the buyer solicitation process for the proposed sale of
substantially all of its assets.

Biditup Industrial would assist the Debtor in the proposed sale
process of its assets and the holding of the proposed auction for
the assets.

Steven R. Mattes, President of Biditup Industrial, discloses that
under the terms of the Exclusive Agency Agreement between the Firm
and the Debtor, the Firm's compensation consist of:

   a) for a sale of the Debtor's real property, a buyer's premium
      equal to:

           (i) 1.5% for a gross sale price of $5 million,
          (ii) 3% for a gross sale price of $6 million,
         (iii) 4% for a gross sale price of $7 million,
          (iv) 5% for a gross sale price of $8 million,
           (v) 6% for a gross sale price of over $8 million;

   b) a Buyer's Premium of 10% for services in connection with any
      sale of the Debtor's personal property;

   c) for any sale of all of the Debtor's real property and
      personal property that are sold to a single buyer, a Buyer's
      Premium of 4% of the gross sale that is less than
      $10 million and 5% for a gross sale equal to or greater than
      $10 million.

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

Headquartered in St. Paul, Minnesota, Gopher State Ethanol, LLC,
manufactures ethanol.  The Company filed for chapter 11 protection
on August 11, 2004 (Bankr. D. Minn. Case No. 04-34706).  Michael
L. Meyer, Esq., at Ravich, Meyer, Kirkman, McGrath & Nauman, PA,
represents the Debtor in its restructuring.   When the Debtor
filed for protection from its creditors, it listed $12,019,824 in
total assets and $36,759,602 in total debts.


HUDSON BAY: S&P Rates Proposed $200 Mil. Senior Secured Notes B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Hudson Bay Mining and Smelting Co. Ltd.
At the same time, Standard & Poor's assigned its 'B' rating to the
proposed US$200 million senior secured notes issued by HudBay
Mining and Smelting Inc., which will become obligations of Hudson
Bay Mining on closing of the transaction.  The outlook is stable.

The ratings on Hudson Bay Mining reflect the company's very
limited operating diversity, exposure to volatile metals prices,
and aggressive capital structure.  These weaknesses are offset
somewhat by the recent development of a productive new ore body,
which provides proven and probable reserves that should sustain
current production for about 13 years.  Hudson Bay Mining is a
small, integrated zinc and copper producer based in Flin Flon,
Man., which is being spun out by the U.K.-based mining group,
Anglo American PLC.

The key constraint to the ratings on HBMS is the company's limited
operating diversity, which is underscored by two of the company's
four mines that will account for 76% of its 2004 expected ore
production, and this reliance will increase in the next several
years.  These two mines are expected to account for almost 90% of
the company's ore production in 2006.  Further exacerbating this
risk is that substantially all of this ore is processed through
the Flin Flon concentrator.  In light of Hudson Bay Mining's
limited operating diversity, the company's below-average cost
position is a further limitation on the rating.  The company's
cost profile is characterized by small mines and processing
facilities, reliance on externally sourced concentrate to maintain
high operating rates, and margins that are low relative to its
peers.  In addition, Hudson Bay Mining's costs and margins are
exposed to the risk of an appreciation of the Canadian dollar
versus the U.S. dollar absent an offsetting appreciation of zinc
and copper prices.

The outlook is stable.  Hudson Bay Mining's financial performance
will benefit from buoyant copper and zinc markets in the next
year.  The company's moderate capital expenditure requirements,
coupled with restrictions on the distribution of free operating
cash until 2007, could produce a buildup in liquidity, which would
be beneficial through the next trough in the metals price cycle.


HUNTSMAN INTL: Raising $350 Million through Private Debt Offering
-----------------------------------------------------------------
Huntsman International LLC intends, subject to market and other
conditions, to raise approximately $350 million through a private
offering of U.S. Dollar and Euro denominated senior subordinated
notes.  The company intends to use all of the net proceeds to
redeem part of its outstanding 10-1/8% senior subordinated notes
due 2009, subject to completion of the offering.

                       About the Company

Huntsman International LLC manufactures basic products for a
variety of global industries including chemicals, plastics,
automotive, footwear, paints and coatings, construction, high-
tech, agriculture, health care, textiles, detergents, personal
care, furniture, appliances and packaging.

                         *     *     *

As reported in the Troubled Company Reporter on June 17, 2004,
Standard & Poor's Ratings Services assigned its 'B' senior secured
bank loan rating and a recovery rating of '3' to Huntsman
International LLC's proposed $1.74 billion of senior secured
credit facilities, based on preliminary terms and conditions.

The 'B' rating is at the same level as the corporate credit rating
for Huntsman International Holdings LLC, the parent of Huntsman
International; this and the '3' recovery rating indicate a
meaningful (50%-80%) recovery of principal in the event of a
default.

At the same time, Standard & Poor's affirmed its existing ratings
for Huntsman International Holdings LLC (B/Stable/--) and its
affiliate, Huntsman International (B-/Stable/--).  The outlook is
stable.


ILLINOIS DEVELOPMENT: Moody's Pares Revenue Bonds' Rating to Ba3
----------------------------------------------------------------
Moody's Investors Service downgraded the rating of the Illinois
Development Finance Authority's Section 8 Elderly Housing Revenue
Refunding Bonds, Series 1995 A and B -- Pontiac Towers Project --
to Ba3 from Baa3.  The $1.875 million of outstanding bonds
continue to have a negative outlook.

The steep downgrade is based on fiscal year 2003 debt service
coverage that declined dramatically from one year ago.  The
significantly weakened financial position resulted in coverage
that dropped to .72x as of fiscal year ending 2003 -- down from
1.03x in 2002, 1.12x in 2001 and from as high as 1.19x in 2000.
Debt service coverage has been paid through the deferral of fees
as well as certain owner contributions so that the Debt Service
Reserve Fund has not been tapped.  With bond maturity not until
October 2009, it is not clear whether the owner and manager will
be willing to continue to support the project financially for the
remaining five years.  The overall weak coverage is due in large
part to the occupancy level that is approximately 90% -- well
below average for a Section 8 property.  Despite the unfavorable
debt service coverage and occupancy level, the property maintains
a sound physical inspection score of 85c (out of 100) by the
Department of Housing and Urban Development's Real Estate
Assessment Center.

Pontiac Towers is an 111 unit apartment complex for the elderly
and handicapped located in Pontiac, Illinois in Livingston County.

                            Outlook

The outlook on the bonds is negative due to the fact that Moody's
does not believe that coverage will improve significantly and will
likely continue to erode.  According to a property management
representative, more focus has been placed on marketing and credit
standards are being relaxed so management is expecting an increase
in the near term.  Moreover, contract rents for this property
exceed HUD Fair Market Rents -- FMR -- by approximately 23%.  HUD
has effectively frozen contract rents for those properties that
exceed FMR.  Therefore, the potential for increased revenues is
remote.

                         Key Statistics
     As of September 30, 2003 Audited Financial Statements

Recent Occupancy:                             90%
REAC score:                                   85c
HAP expiration:                               2/18/2010
Debt Maturity:                                10/1/2009
1 bedroom Contract Rent as % of 2005 HUD FMR: 123%
Debt Service Coverage:                        .72x
Debt per Unit:                                $16,892
Operating expenses per unit:                  $4,112


ILLINOIS DEVT: Moody's Affirms Refunding Bonds' Ba1 Rating
----------------------------------------------------------
Moody's Investors Service affirmed the Ba1 rating of the Illinois
Development Finance Authority's Section 8 Elderly Housing Revenue
Refunding Bonds, Series 1995 A and B -- Rome Meadows Project.  The
$755,000 of outstanding bonds have a stable outlook.

The affirmation is based on the property's weak financial
condition.  Debt service coverage for fiscal year ending
12/31/2003 was .64x due in large part to the occupancy level that
is approximately 84% - extraordinarily low for a Section 8
property.  The opening of new tax credit property in the area
caused a number of Rome Meadows residents to move away according
to the property's manager.  The manager and owner are related
entities and have been deferring fees and paying certain bills
rather than tap the debt service reserve fund.  Moody's expects
this to continue as the owner has a strong incentive to fund the
operating gap as the debt matures in approximately 13 months.
Once the debt has been paid in full, the owner will get a
significant cash flow from the property without the burden of
approximately $325,000 of annual debt service.

Despite the unfavorable debt service coverage and occupancy level,
the property maintains a very high physical inspection score of
99b (out of 100) by the Department of Housing and Urban
Development's Real Estate Assessment Center.

Rome Meadows is a 95-unit apartment complex for the elderly and
handicapped located in Dix, Illinois in Jefferson County.

                            Outlook

The outlook on the rating is stable based on the very short nature
of the bond maturity and the strong incentive for the owners to
continue to defer fees and pay certain bills in order to retain
the significant cash flow expected to be available once the bonds
come due in 13 months.

                         Key Statistics
    As of the December 31, 2003 Audited Financial Statements

Recent Occupancy:                             84%
REAC score:                                   99b
HAP expiration:                               1/15/2006
Debt Maturity:                                2/1/2006
1 bedroom Contract Rent as % of HUD 2005 FMR: 155%
Debt Service Coverage:                        .64x
Debt per Unit:                                $10,737
Operating expenses per unit:                   $4,973
Reserve and Replacement per unit:                $178
Surplus Fund per unit:                            $16


INTERDENT INC: S&P Rates Proposed $80M Senior Secured Notes B
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to dental practice management services provider
InterDent, Inc., the parent company of InterDent Service Corp.  At
the same time, Standard & Poor's assigned its 'B' senior secured
debt rating to InterDent Service Corp.'s proposed $80 million
second-lien senior secured notes due in 2011.  Standard & Poor's
does not rate InterDent Inc.'s $10 million first-lien senior
secured revolving credit facility due in 2009.  The outlook is
stable.

The company is expected to use the proceeds from the $80 million
of senior secured notes and $3.5 million of pay-in-kind senior
preferred stock to purchase financial sponsor DDJ Capital
Management LLC's $47.5 million equity stake, retire about
$30 million of existing debt, repay a small amount of capital
leases and seller notes, and fund related fees and expenses.
After the transaction, current minority owner Levine Leichtman
Capital Partners will own 93.5% of the company, and InterDent's
management team will own 6.5%.  Pro forma for the transaction,
InterDent will have approximately $84 million of total debt
outstanding (including the preferred stock).

"The low-speculative-grade ratings reflect InterDent's challenge
to sustain operating improvements after emerging from bankruptcy
protection last year and its relatively weak financial profile,"
said Standard & Poor's credit analyst Jesse Juliano.  "These
concerns are only partially offset by the revenue diversity from
the company's 124 practices and its recent improvement in
operating performance."

El Segundo, California-based InterDent, Inc., operates in the
extremely fragmented dental industry and provides management
services to 124 affiliated dental practices in eight states.
About 90 of the 124 practices operate under the Gental Dental
brand.  InterDent provides a variety of services to its
affiliates, including those related to staffing, patient
scheduling, accounting, purchasing, marketing, and information
systems.  Generally, InterDent owns and operates all of the assets
of its affiliated practices.  Dentists are employees of the
practices and do not hold equity stakes in the company.

In 2003, InterDent both filed for and exited from Chapter 11, and
as a result lowered its debt burden by $137 million.  This
followed a period in the mid- to late-1990s when InterDent
increased its obligations by embarking on debt-financed
acquisitions for assets that did not perform as well as
anticipated.  In addition, the company's affiliates faced soft
local economies and high dentist turnover prior to the bankruptcy.
Thus, it was not expected to be able to make the principal
payments on its debt at maturity.

InterDent has not made an acquisition in the past four years,
rather, it has focused on better managing its existing assets, in
part by closing numerous underperforming centers.  The company had
124 offices as of Sept. 30, 2004, versus 141 in 2001.


INTEREP NATIONAL: Moody's Junks $99M Senior Subordinated Notes
--------------------------------------------------------------
Moody's Investors Service downgraded Interep National Radio Sales,
Inc., ratings to Ca based on the company's deteriorating operating
performance which has lagged Moody's expectations since the
termination of the Citadel contract in December 2003, challenges
associated with decreasing costs in line with revenue losses, and
the likelihood that performance will not improve in the near term
given our expectations for only modest growth (at best) in the
national advertising market in 2005.  Importantly, the downgrade
also reflects our belief that Interep's capital structure is
unsustainable over the longer term, and that the company may be
unable to refinance the entire $99 million of senior subordinated
notes.  The rating outlook has been changed to stable from
negative.

Moody's downgraded these ratings:

   * the $99 million of senior subordinated notes due 2008 to Ca
     from Caa2,

   * the company's senior implied rating to Ca from B3, and

   * Interep's issuer rating to Ca from B3.

The outlook on all ratings is now stable.

The ratings reflect:

   (1) Interep's high debt burden relative to cash generation,

   (2) insufficient coverage of interest and other fixed charges,

   (3) concentration of revenues and cash flows to a small number
       of broadcast groups (i.e. ten largest clusters represent
       over 60% of client stations),

   (4) reliance on one broadcast group (Infinity) for about 29% of
       revenues,

   (5) the continued consolidation of the radio industry, and

   (6) the resulting decrease in power over pricing and terms of
       rep contracts.

The ratings are also constrained by the increasing business risk
associated with the company's exposure to one main service
offering -- providing national spot representation to radio
broadcast groups.  Core operating cash flow will remain vulnerable
to the company's ability to maintain and expand the existing
representation contract base.  Moody's believes that in the
near-term radio station groups will continue to require Interep's
national spot representation services.

However, the ratings also recognize:

   (1) Interep's national presence and market position, with 52%
       market share of national spot advertising in the top 10
       markets,

   (2) strong relationships with advertisers,

   (3) geographic diversity associated with its contract portfolio
       (1800 stations), and

   (4) significant fees realized upon termination of contracts.

Finally, broadcasters may be hesitant to employ Interep's only
significant competitor, Katz Media, as it is a subsidiary of Clear
Channel Communications, the largest radio station group in the
country.  The ratings also incorporate Moody's view of the
underlying value of Interep's assets in the event of a default.
While total contract termination value is meaningful (about
$400 million as of June 2004), full recovery is uncertain since it
would likely require successful collection of contract termination
revenue.

The stable outlook incorporates the company's weak credit metrics
and an unsustainable capital structure.  Moody's does not believe
that the ratings will experience positive momentum in the near
term.  The company is exploring methods for reducing costs and
alternative sources of capital funding.

Interep's ratings reflect the high financial leverage and
insufficient coverage of interest from its core EBITDA combined
with a high degree of business risk.  For the trailing twelve
months ended 3Q'04, leverage is (Total Debt + Net Contract
Buyouts)/Core EBITDA in excess of 10 times, and cash flow coverage
of interest and capital expenditures is inadequate with (Core
EBITDA - CapEx)/Interest of less than 1 times.  Interep has
approximately $99 million of senior subordinated notes outstanding
and the ability to increase total debt through its unrated
$10 million revolving credit facility.  Moody's believes that the
company has modest liquidity in the $15 million of cash balances
as well as a $10 million revolving line of credit in order to fund
operating shortfalls in the near-term.  However, going forward,
Interep will have to reduce costs in line with revenue declines in
order to adequately cover fixed charges.

The Ca rating on the senior subordinated notes reflects the
likelihood of a material amount of impairment of principal in a
default scenario.  The issue benefits from subsidiary guarantees
and the existence junior capital in the form of convertible
preferred stock.

Interep National Radio Sales, Inc., is the largest independent
provider of advertising representation services to radio stations.
It is headquartered in New York, New York.


INTERSTATE BAKERIES: U.S. Trustee Appoints Equity Committee
-----------------------------------------------------------
Charles E. Rendlen, III, the United States Trustee for Region 13,
appoints five equity security holders to serve as members of the
Official Committee of Equity Security Holders in Interstate
Bakeries Corporation and its debtor-affiliates' Chapter 11 cases:

     (1) QVT Financial, LP
         Attn: Daniel A. Gold
         527 Madison Avenue, 8th Floor
         New York, New York 10022
         Tel: (212) 705-8800
         Fax: (212) 705-8820

     (2) Brandes Investment Partners
         Attn: Brent Fredberg
         11988 El Camina Real
         San Diego, California 92130
         Tel: (858) 523-3153

     (3) EagleRock Capital Management, LLC
         Attn: Nader Tavakoli
         551 Fifth Avenue, 34th Floor
         New York, New York 10176
         Tel: (212) 692-5412
         Fax: (212) 681-6096

     (4) Fidelity Management & Research
         Attn: Nathan Van Duser
         82 Devonshire Street, E31C
         Boston, Massachusetts 02109
         Tel: (617) 392-8129
         Fax: (617) 476-5174

     (5) Atticus Capital, LLC
         Attn: Karl S. Okamoto
         152 West 57th Street
         New York, New York 10019
         Tel: (212) 373-0800
         Fax: (212) 373-0801

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


INTERSTATE BAKERIES: Wants to Fix March 21 General Claims Bar Date
------------------------------------------------------------------
J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom, LLP,
in Chicago, Illinois, tells the U.S. Bankruptcy Court for the
Western District of Missouri that to finalize a comprehensive,
viable go-forward business plan, Interstate Bakeries Corporation
and its debtor-affiliates will require complete and accurate
information regarding the nature, amount and status of all claims
against them that will be asserted in their Chapter 11 cases.
Establishing a deadline for filing proofs of claim will advance
this process.

Thus, the Debtors ask the Court to establish:

   (1) March 21, 2005, as the deadline for all persons and
       entities, including governmental units, to file a proof
       of claim in their Chapter 11 cases;

   (2) the later of the General Bar Date or 30 days after an
       affected claimant is served with notice that the Debtors
       have amended their Schedules of Assets and Liabilities and
       Statements of Financial Affairs, as the bar date for
       filing a proof of claim in respect of the amended
       scheduled claim; and

   (3) the later of the General Bar Date or 30 days after the
       effective date of any order authorizing the rejection of
       an executory contract or unexpired lease as the bar date
       by which a proof of claim relating to the Debtors'
       rejection of the contract or lease must be filed.

             Parties Required to File Proofs of Claim

The Bar Dates would apply to all Persons or Entities, each as
defined in Sections 101(41) and 101(15) of the Bankruptcy Code,
that hold prepetition claims against the Debtors, including any
Person or Entity:

   (a) whose Claim is listed in the Debtors' Schedules as
       "disputed," "contingent," or "unliquidated;"

   (b) that desires to participate in any of the Debtors'
       bankruptcy cases or share in any distribution in the
       Debtors' cases;

   (c) who believes its Claim is improperly classified in the
       Debtors' Schedules or listed in an incorrect amount;

   (d) that desires to have its Claim allowed in a classification
       or amount other than set forth in the Debtors' Schedules;
       and

   (e) whose Claim against a Debtor is not listed in the
       applicable Debtors' Schedules.

These Persons or Entities would not need to file proofs of claim:

     * Any Person or Entity that agrees with the nature,
       classification, and amount of the Claim set forth in the
       Debtors' Schedules and those who have a Claim that is not
       listed as "disputed," "contingent," or "unliquidated" in
       the Debtors' Schedules;

     * Any Person or Entity that has already properly filed a
       proof of claim against the correct Debtor;

     * Any Person or Entity asserting a Claim that is allowable
       under Sections 503(b) and 507(a)(1) as an administrative
       expense of the Debtors' cases;

     * Any of the Debtors or any direct or indirect subsidiary of
       any of the Debtors that hold Claims against one or more of
       the other Debtors;

     * Any Person or Entity whose Claim against a Debtor
       previously has been allowed by, or paid pursuant to, a
       Court order; and

     * Any holder of equity securities of the Debtors solely with
       respect to the holder's ownership interest in or
       possession of equity securities, provided, however, that
       any holder who wish to assert a Claim against any of the
       Debtors based on transactions in the Debtors' securities,
       including, but not limited to, Claims for damages or
       rescission based on the purchase or sale of the
       securities, must file a proof of claim on or before the
       General Bar Date.

The Debtors will retain the right to:

   -- dispute, or assert offsets or defenses against, any filed
      Claim or any Claim listed or reflected in the Debtors'
      Schedules as to nature, amount, liability, classification,
      or otherwise; or

   -- subsequently designate any Claim listed in the Debtors'
      Schedules as disputed, contingent, or unliquidated.

However, if the Debtors amend their Schedules, then any affected
claimant will have until the Amended Schedule Bar Date to file a
proof of claim or to amend any previously filed proof of claim in
respect of the amended scheduled Claim.

Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy
Procedure, the Debtors propose that any Person or Entity who
untimely files its proof of claim in the Debtors' cases should be
forever barred, estoppelled, and enjoined from:

   (a) asserting any Claim against the Debtors;

   (b) voting on, or receiving distributions under, any plan or
       plans of reorganization in the Debtors' cases in respect
       of the Claim.

            Bar Date Notice and Claim Filing Procedures

Kurtzman Carson Consultants, LLC, the Debtors' noticing and
claims agent, will serve on all known Entities holding potential
prepetition claims:

   -- a notice of the Bar Dates; and
   -- a proof of claim form.

Kurtzman will mail a notice of the Bar Dates and a proof of claim
form, by first class U.S. mail, postage prepaid, to all known
potential claimants.

"The mailing of the Bar Date Notice under this time-frame will
ensure that creditors receive considerably more than the minimum
20[-]day notice period established under Bankruptcy Rule
2002(a)(7)," Mr. Ivester asserts.

The Debtors further propose that:

   * The Proof of Claim Form will list the creditor's name and
     state whether the creditor's Claim is listed in the Debtors'
     Schedules, the dollar amount of the Claim, the Debtor for
     which the creditor's Claim is scheduled, and whether the
     Claim is listed as disputed, contingent or unliquidated;

   * For any Proof of Claim Form to be validly and properly
     filed, a signed original of the completed Proof of Claim
     Form, together with accompanying documentation, must be
     delivered to the Claims and Noticing Agent at the
     address set forth on the Bar Date Notice, on the applicable
     Bar Date;

   * Creditors will be permitted to submit proofs of claim in
     person or by courier service, hand delivery or mail, but
     prohibited from making electronic submissions, including,
     but not limited to, facsimile and electronic mail
     submissions;

   * Proofs of claim will be deemed filed when actually received
     by the Claims and Noticing Agent;

   * If a creditor wishes to receive acknowledgment of receipt of
     the creditor's proof of claim, the creditor must submit a
     copy of the proof of claim and a self-addressed, stamped
     return envelope;

   * All Persons and Entities asserting Claims against more than
     one Debtor will be required to file a separate proof of
     claim form with respect to each Debtor;

   * If a creditor submits a Proof of Claim Form listing multiple
     Debtors, the Proof of Claim will be deemed filed and
     asserted against only the first Debtor;

   * Persons and Entities will be required to identify on each
     Proof of Claim Form the particular Debtor against which
     their Claim is asserted; and

   * Any Claims filed in the jointly administered case,
     Interstate Bakeries Corporation, Case No. 04-45814, will be
     deemed filed only against Interstate Bakeries Corporation.

                        Publication Notice

According to Mr. Ivester, the extensive nature of the Debtors'
business creates the potential for the existence of many Claims
of which the Debtors are unaware.  This may include, for example,
Claims of vendors who failed to submit an invoice to the Debtors,
Claims of former employees, and Claims that, for various reasons,
are not recorded on the Debtors' books and records.  Accordingly,
the Debtors believe that it is necessary to provide notice of the
Bar Dates to Entities whose names and addresses are unknown to
the Debtors.  In addition, the Debtors believe that it is
advisable to provide supplemental notice to known holders of
Claims.

Therefore, the Debtors intend to publish the Bar Date Notice, at
a minimum, in these newspapers:

   -- The New York Times,
   -- The Wall Street Journal (National Edition),
   -- Kansas City Star, and
   -- USA Today.

The Debtors also intend to publish notice of the Bar Date in the
trade publication Milling and Baking News.

"Given this time-frame and the proposed Bar Dates, creditors will
have sufficient notice, time and opportunity to file their Claims
against the Debtors' estates," Mr. Ivester says.

The Debtors ask the Court to modify Bankruptcy Rule 2002(a)(7) so
that notice of the Bar Dates will not be required to be furnished
on any Person or Entity to whom the Debtors mailed a notice of
the meeting of creditors under Section 341 of the Bankruptcy Code
and received the notice returned by the applicable postal service
marked "undeliverable as addressed," "moved -- left no forwarding
address," or "forwarding order expired" or similar reason, unless
the Debtors have been informed in writing by the Person or Entity
of that Person's or Entity's new address.

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


KEWL CORP: Accolade Unit Acquires $546,328 Toronto Dominion Claim
-----------------------------------------------------------------
Kewl Corporation (TSX Venture Exchange: KL), reports that 1422575
Ontario, Inc., an affiliate of the Accolade Group, acquired from
Toronto Dominion Bank, $546,328.27 of indebtedness owed by Kewl to
the Toronto Dominion Bank.  This debt represents all of the
indebtedness of Kewl to the Toronto Dominion Bank.  The terms of
the debt remain unchanged, however, a portion of the security for
the indebtedness has been released by Accolade.

In connection with this acquisition of debt, Accolade is
negotiating a proposed plan to reorganize Kewl's capital
structure.  The proposed transaction would involve an acquisition
by Accolade of up to 9.9% of Kewl's common shares through a
private placement.  If completed, this private placement would
make Accolade Kewl's largest shareholder.  It is anticipated that
following the acquisition Kewl will hold a special meeting of
shareholders to approve a consolidation of Kewl's shares based on
a ratio that would ensure that Accolade will be the only
shareholder holding at least one common share of Kewl.
Shareholders of Kewl holding less than one common share following
the consolidation would be entitled to receive a cash payment for
their shares.  The amount to be paid for each share held prior to
the consolidation would be determined by Kewl's board of
directors.  This proposed restructuring transaction is subject to
receipt of the approval of Kewl's board of directors and all
necessary regulatory approvals.  In addition, the company will be
required to obtain the approval of the shareholders of Kewl by way
of a special resolution as well as approval, by way of an ordinary
resolution, of Kewl's minority shareholders.  Following the
successful completion of the transaction it is anticipated that
Kewl will de-list from the TSX Venture Exchange and cease to be a
reporting issuer.

As was previously announced The Ontario Superior Court of Justice
(Bankruptcy and Insolvency) approved of an exchange of shares for
debt with Kewl's unsecured creditors on the basis of one common
share of Kewl for each $1.00 of unsecured debt.  Kewl will issue
up to approximately 2.2 million common shares pursuant to this
exchange.  It is anticipated that this exchange will be completed
on or before December 18, 2004.

Kewl Corporation is based in Barrie, Ontario and its shares are
traded on the TSX Venture Exchange under the symbol KL.  Kewl
products are sold across Canada and are endorsed by some of the
biggest names in professional hockey including Shayne Corson,
Darcy Tucker, Ryan Smith, Travis Green and Bryan Marchment.


LA QUINTA PROPERTIES: Declares Dividend on 9% Preferred Stock
-------------------------------------------------------------
La Quinta Properties, Inc.'s Board of Directors declared a
dividend of $0.5625 per depositary share on its 9% Series A
Cumulative Redeemable Preferred Stock for the period from
Oct. 1, 2004 to Dec. 31, 2004.  Shareholders of record on
Dec. 15, 2004, will be paid the dividend of $0.5625 per depositary
share of Preferred Stock on Dec. 31, 2004.

Dividends on the Series A Preferred Stock are cumulative from the
date of original issuance and are payable quarterly in arrears on
March 31, June 30, September 30, and December 31 of each year (or,
if not a business date, on the next succeeding business day) at
the rate of 9% of the liquidation preference per annum (equivalent
to an annual rate of $2.25 per depositary share).

                  About La Quinta Corporation

La Quinta Corporation and its controlled subsidiary, La Quinta
Properties, Inc. (NYSE: LQI), is one of the largest
owner/operators of limited-service hotels in the United States.
Based in Dallas, Texas, the Company owns, operates or franchises
more than 560 hotels in 39 states under the La Quinta Inns(R), La
Quinta Inn & Suites(R), Baymont Inns & Suites(R), Woodfield
Suites(R) and Budgetel(R) brands.  For reservations or more
information about La Quinta Corporation, its brands or franchising
program, please visit http://www.LQ.com/

                         *     *     *

As reported in the Troubled Company Reporter on July 19, 2004,
Fitch Ratings has affirmed the senior unsecured ratings of La
Quinta at 'BB-' following LQI's recent announcement that it will
acquire the limited service lodging business of Marcus Corporation
for $395 million in cash.


KING PHARMACEUTICALS: Moody's Pares Ratings & May Lower Again
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of King
Pharmaceuticals, Inc. (senior implied to Ba3 from Ba1).  The
ratings were placed under review for possible downgrade on
May 7, 2004, and the direction of the review was changed to
uncertain from possible downgrade on July 26, 2004.  Following
this rating action, King's ratings remain under review for
possible further downgrade.

The downgrade to Ba3 from Ba1 reflects:

   (1) recent news that King's 10-Q filing for the quarter ended
       September 30, 2004 will be late as the company reviews its
       reserves for product returns;

   (2) deterioration in King's revenue, earnings and cash flow
       during 2004;

   (3) uncertainty related to unresolved legal matters; and

   (4) Moody's belief that there is uncertainty as to whether
       King's pending acquisition by Mylan Laboratories Inc. will
       be completed.

The Ba3 rating is based on Moody's assessment of King's
stand-alone credit quality, and does not reflect an assessment of
Mylan's credit quality.  Moody's does not currently rate Mylan.

King recently announced that its third quarter 10-Q filing will be
delayed because it is considering whether any of its reserve for
product returns accrued during the first nine months of 2004
should have been recognized in years prior to 2004.  This action
could result in a restatement of previously issued financial
statements.  The company has stated that it expects the third
quarter 10-Q filing will be several weeks late.  Until the 10-Q
has been filed, Moody's believes there is uncertainty about the
scope and magnitude of the items being reviewed and potentially
subject to restatement.  The late 10-Q has resulted in a breach of
a covenant in King's $400 million credit agreement.  Although King
does not have any outstanding borrowings under the agreement, the
covenant violation restricts King's ability to access funds.
Inability to correct this deficiency in the near term could result
in further negative rating action, contributing to Moody's
rationale for leaving the ratings under review for possible
downgrade.  The late 10-Q could also result in a technical default
of King's $345 million convertible notes.  If the trustee of the
convertible notes serves King a notice of default, King would have
60 days to correct the deficiency by filing its 10-Q.

The downgrade to Ba3 also reflects much lower product sales and
cash flow, stemming from high levels of inventory at
pharmaceutical wholesalers.  Moody's estimates cash flow from
operations of $225 million for the 12 months ending Sept. 30, 2004
(assuming the cash flow number will not be restated), and free
cash flow of $162 million.  These figures compare to calendar year
2003 cash flow from operations of $437 million and free cash flow
of $386 million.  King's reported that wholesaler inventory levels
had declined to 2.1 months, and that sales should begin to reflect
underlying demand.  King's preliminary third quarter 2004 results
included an impressive rebound in cash flow from operations, to
$140 million during the quarter.  Moody's believes it is too early
to determine whether wholesaler buying patterns have returned to
normal levels, and whether this level of cash flow will be
sustainable.

Other factors considered in the downgrade include King's exposure
to government investigations, for which the company has reserved
approximately $65 million, and uncertainty that the acquisition by
Mylan will be completed.  Some Mylan shareholders have reacted
negatively to the acquisition announcement, questioning the
rationale and the value to Mylan.  One of the conditions to
closing the acquisition is that no restatement of any of King's
financial statements has occurred or is reasonably likely to
occur.  In addition, the merger agreement can terminate if the
merger has not been consummated by February 28, 2005.  The
acquisition remains subject to shareholder approval by both King
and Mylan shareholders.

Mitigating factors include King's low debt levels, a relatively
diverse product portfolio, and the liquidity provided by
approximately $248 million of unrestricted cash and marketable
securities reported as of September 30, 2004.

Following the rating action, King's ratings remain under review
for possible downgrade.  King's ratings could be downgraded if the
10-Q is not filed in the next several weeks, if the scope of
issues involved in the review process expands, or if the trustee
of King's convertible notes serves a notice of default.  King's
ratings could also face downward pressure if the Mylan deal does
not close, and if operating performance further deteriorates.

If the Mylan deal closes as planned, King's ratings resolution of
the rating review would consider Mylan's capital structure and
credit quality, the extent to which King's operations will be
merged into Mylan's organizational structure, the position of
King's debt in the new capital structure, and an evaluation of any
support mechanisms related to King's debt.

Ratings downgraded and remaining under review for possible further
downgrade:

   * Senior Secured Revolving Credit Facility, $400 million due
     2007: to Ba2 from Baa3;

   * Senior Unsecured Guaranteed Convertible Debentures,
     $345 million due 2021: to Ba3 from Ba1;

   * Senior Implied: to Ba3 from Ba1

   * Senior Unsecured Issuer Rating: to B1 from Ba2

King Pharmaceuticals, Inc., headquartered in Bristol, Tennessee,
manufactures, markets, and sells primarily acquired branded
prescription pharmaceutical products.  The company reported
revenues of $1.5 billion for the full year ended Dec. 31, 2003.


MASTR ALTERNATIVE: Fitch Puts BB Rating on Class B-I-4 Certs.
-------------------------------------------------------------
Fitch Ratings rates MASTR Alternative Loan Trust 2004-12:

     -- $442.7 million classes 1-A-1, 1-A-X, 2-A-1, 2-A-X, 3-A-
        1, 3-A-X, 4-A-1, 4-A-X, 5-A-1 through 5-A-6, 6-A-1
        through 6-A-4, PO, A-X, A-LR, and A-UR ($429.0 million
        senior certificates) 'AAA';

     -- $7,398,000 class B-I-1 'AA';

     -- $3,021,000 class B-I-2 'A';

     -- $1,876,000 class B-I-3 'BBB';

     -- $1,354,000 privately offered class B-I-4 'BB'.

The 'AAA' rating on the of group 1, 5, and 6 senior certificates
reflects the 4.35% subordination provided by:

          * the 2.45% class B-1 (not rated by Fitch),

          * the 0.7% class B-2 (not rated by Fitch),

          * the 0.4% class B-3 (not rated by Fitch),

          * the 0.35% privately offered class B-4 (not rated by
            Fitch),

          * the 0.25% privately offered class B-5 (not rated by
            Fitch), and

          * the 0.2% privately offered class B-6 (not rated by
            Fitch) certificates.

The 'AAA' rating on the of group 2, 3, and 4 senior certificates
reflects the 7.75% subordination provided by:

          * the 3.55% class B-I-1,
          * the 1.45% class B-I-2,
          * the 0.9% class B-I-3,
          * the 0.65% privately offered class B-I-4,
          * the 0.65% privately offered class B-I-5 (not rated
            by Fitch), and
          * the 0.55% privately offered class B-I-6 (not rated
            by Fitch) certificates.

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

The trust will consist of six asset groups.  The certificates
whose class designation begins with 1 through 6 correspond to
groups 1 through 6, respectively.  Additionally, the class A-X
certificates represent interests in loan group 5 and group 6; and
the class PO certificates represent interests in loan groups 1
through 6.

The class A-LR and A-UR certificates represent interest in loan
group 1.

The class B certificates designated B-1 through B-6 represent
subordination for groups 1, 5, and 6.

In certain limited circumstances, principal and interest collected
from loans in loan groups 1, 5, and 6 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 class B certificates designated B-I-1 through B-I-6 represent
subordination for groups 2, 3, and 4. In certain limited
circumstances, principal and interest collected from loans in loan
groups 2, 3, and 4 may be used to pay principal or interest, or
both, to the senior certificates related to one or more of the
other loan groups.

Groups 1, 5, and 6 in aggregate contain 524 fully amortizing
15- and 30-year fixed-rate mortgage loans secured by first liens
on one- to four-family residential properties with an aggregate
scheduled principal balance of $247,572,519.

The average unpaid principal balance of the aggregate pool as of
the cut-off date Nov. 1, 2004, is 476,394.  The weighted average
original loan-to-value ratio -- OLTV -- is 67.9%.  The weighted
average credit score of the borrowers is 713.  Approximately
65.76% of the pool was originated under a reduced nonfull
alternative documentation program.

Second homes and investor occupancies represent 6.87% and 4.18% of
the pool, respectively.  The weighted average mortgage interest
rate is 6.163%, and the weighted average remaining term to
maturity is 333 months.

The states that represent the largest portion of the aggregate
mortgage loans are:

          * California (45.07%),
          * New York (13.76%), and
          * New Jersey (6.91%).

All other states represent less than 5% of the groups 1, 5, and 6
aggregate balance as of the cut-off date.

Groups 2, 3, and 4 in aggregate contain 1,563 fully amortizing 30-
year fixed-rate mortgage loans secured by first liens on one to
four-family residential properties with an aggregate scheduled
principal balance of $208,381,420.  The average unpaid principal
balance of the aggregate pool as of the cut-off date Nov. 1, 2004,
is $133,575.

The weighted average OLTV ratio is 72.57%.  The weighted average
credit score of the borrowers is 715.  Approximately 16.03% of the
pool was originated under a reduced nonfull alternative
documentation program. Investor properties constitute 100% of the
loans.

The weighted average mortgage interest rate is 6.419%, and the
weighted average remaining term to maturity is 358 months.  The
states that represent the largest portion of the aggregate
mortgage loans are:

          * California (19.94%),
          * Florida (7.36%),
          * New York (7.11%),
          * Massachusetts (6.08%),
          * New Jersey (5.97%), and
          * Pennsylvania (5.11%).

All other states represent less than 5% of the groups 2, 3, and 4
aggregate 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,
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.

MASTR, 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 -- REMICs.


MEDIA GROUP: Wants Exclusive Plan-Filing Period Extended to Feb. 4
------------------------------------------------------------------
The Media Group, Inc., and its debtor-affiliates, ask the U.S.
Bankruptcy Court for the District of Connecticut for an extension,
through and including February 4, 2005, within which they can file
a chapter 11 plan without interference from any other party-in-
interest.  The Debtors also ask the Court for more time to solicit
acceptances of that plan from their creditors, until April 4,
2005.

The Debtors give the Court three reasons to grant their request:

   a) since their bankruptcy filing, the Debtors have been focused
      on activities related to their chapter 11 reorganization by:

        (i) stabilizing their businesses and reducing their
            operating expenses,

       (ii) ascertaining the complexities and magnitude of
            significant disputed matters which characterize their
            restructuring efforts, and

      (iii) intensifying efforts to ascertain the magnitude of
            their liabilities and the true nature of their
            creditor constituency in order to formulate a plan of
            reorganization;

   b) the Debtors have been preoccupied in dealing with
      administrative tasks, including establishing debtor-in-
      possession requirements and moving to a new location; and

   c) the Debtors have been working diligently since the Petition
      Date in continuing to work with the Official Committee of
      Unsecured Creditors, representatives of various creditors,
      and other parties in interest in formulating a consensual
      plan of reorganization.

The Court will convene a hearing at 10:00 a.m., on Tuesday,
Dec. 7, 2004, to consider the Debtors' motion to extend their
exclusive periods.

Headquartered in Stamford, Connecticut, The Media Group Inc.,
distributes and markets automotive additives and general
merchandise.  The Company filed for chapter 11 protection on
July 9, 2004 (Bankr. D. Conn. Case No. 04-50845).  Douglas S.
Skalka, Esq., at Neubert Pepe and Monteith, represents the Debtors
in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $10,915,723 in total
assets and $14,743,552 in total debts.


MEDIA GROUP: Has Until Jan. 4 to Make Lease-Related Decisions
-------------------------------------------------------------
The Honorable Alan H.W. Shiff of the U.S. Bankruptcy Court for the
District of Connecticut extended, until January 4, 2005, the
period within which The Media Group, Inc., and its debtor-
affiliates, can elect to assume, assume and assign, or reject
their unexpired nonresidential real property leases.

The Debtors tell the Court that they are parties to various
nonresidential real property leases for the storage of their
inventory, including their main storage facility located at
100 Mechanic Street, Pawcatuck, Connecticut 06379.

The Debtors relate that the extension will give them more time to
fully evaluate their rights and obligations under the leases and
to determine whether assumption or rejection of the leases is in
the best interest of their estates and of their creditors.

The Debtors assure Judge Shiff that they are current on all
postpetition obligations to the lessors under the leases and that
the extension will not prejudice the lessors and other parties in
interest.

Headquartered in Stamford, Connecticut, The Media Group Inc.,
distributes and markets automotive additives and general
merchandise.  The Company filed for chapter 11 protection on July
9, 2004 (Bankr. D. Conn. Case No. 04-50845).  Douglas S. Skalka,
Esq., at Neubert Pepe and Monteith, represents the Debtors in
their restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $10,915,723 in total assets and
$14,743,552 in total debts.


MERRILL LYNCH: Fitch Rates Classes B-1 & B-2 Certificates Low-B
---------------------------------------------------------------
Fitch Ratings rates Merrill Lynch Mortgage Investors, Inc.,
$609.8 million mortgage pass-through certificates, series MLCC
2004-1:

     -- $594.2 million class 1-A, 2-A-1, 2-A-2 and 2-A-3 (senior
        certificates) 'AAA';

     -- $6.73 million class M-1 certificates 'AA';

     -- $4.59 million class M-2 certificates 'A';

     -- $2.75 million class M-3 certificates 'BBB';

     -- $918,000 privately offered class B-1 certificates 'BB';

     -- $1.22 million privately offered class B-2 certificates
        'B'.

The 'AAA' rating on the senior certificates reflects the 3%
subordination provided by:

          * the 1.10% class M-1,
          * the 0.75% class M-2,
          * the 0.45% class M-3,
          * the 0.15% privately offered class B-1,
          * the 0.20% privately offered class B-2, and
          * the 0.35% privately offered class B-6 (which is not
            rated by Fitch) certificates.

Classes rated based on their subordination:

          * M-1 'AA',
          * M-2 'A',
          * M-3 'BBB,
          * B-1 'BB',
          * B-2 'B' and

Fitch believes the credit enhancement will be adequate to cover
credit losses.  In addition, the ratings also reflect the quality
of the underlying mortgage collateral, strength of the legal and
financial structures and the primary servicing capabilities of
Cendant Mortgage Corporation, which is rated 'RPS1' by Fitch.

Generally, with certain limited exceptions, distributions to the
class 1-A certificates will be solely derived from collections on
the pool 1 mortgage loans, distributions to the class 2-A
certificates will be solely derived from collections on the pool 2
mortgage loans.

Aggregate collections from both pools of mortgage loans will be
available to make distributions on the class M and B certificates.
When a pool experiences either rapid prepayments or
disproportionately high realized losses, principal and interest
collections from one pool may be applied to pay principal or
interest, or both, to the senior certificates to the other pools.

The trust consists of 1,427 conventional, fully amortizing,
primarily 30-year adjustable-rate mortgage -- ARM -- loans secured
by first liens on one- to four-family residential properties with
an aggregate principal balance of $612,585,133 as of the cut-off
date Nov. 1, 2004.

Group 1 consists of 190 mortgage loans with an aggregate principal
balance of $76,994,801 as of the cut-off date.  Each of the
mortgage loans are fixed-rate for a period of three years, after
which they are indexed off the one-year LIBOR or one-year US
Treasury.

The average unpaid principal balance as of the cut-off-date is
$405,236.  The weighted average original loan-to-value -- OLTV --
ratio is 74.40% and the weighted average effective loan-to-value
(LTV) ratio is 67.19%.  The weighted average FICO is 729. Cash-out
refinance loans represent 20.70% of the loan pool.

The three states that represent the largest portion of the
mortgage loans are:

          * California (20.18%),
          * New Jersey (10.13%) and
          * New York (8.94%).

Group 2 consists of 1,237 mortgage loans with an aggregate
principal balance of $ 535,590,331 as of the cut-off date.  Each
of the mortgage loans are fixed-rate for a period of five years,
after which they are indexed off the one-year LIBOR or one-year US
Treasury.

The average unpaid principal balance as of the cut-off-date is
$432,975.  The weighted average OLTV ratio is 72.83% and the
weighted average effective LTV ratio is 66.11%.  The weighted
average FICO is 727.  Cash-out refinance loans represent 21.46% of
the loan pool.

The three states that represent the largest portion of the
mortgage loans are:

          * California (18.60%),
          * New York (12.74%) and
          * Florida (12.04%).

All of the mortgage loans were either originated by Merrill Lynch
Credit Corporation pursuant to a private label relationship with
Cendant Mortgage Corporation or acquired by Merrill Lynch Credit
Corporation in the course of its correspondent lending activities
and underwritten in accordance with Merrill Lynch Credit
Corporation underwriting guidelines as in effect at the time of
origination.

Prior to the closing date, each originator sold all of its
interest in the mortgage loans owned by it to Merrill Lynch
Mortgage Lending, Inc.

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.

Merrill Lynch Mortgage Investors, the depositor, will assign all
its interest in the mortgage loans to the trustee for the benefit
of certificate holders. For federal income tax purposes, an
election will be made to treat the trust fund as multiple real
estate mortgage investment conduits -- REMICS.

Wells Fargo Bank Minnesota, National Association will act as
trustee.


MERRILL LYNCH: Fitch Puts Low-B Ratings on Classes B-4 & B-5
------------------------------------------------------------
Fitch Ratings rates Merrill Lynch Mortgage Investors, Inc.,
$996.5 million mortgage pass-through certificates, series MLCC
2004-F:

     -- $969 million class A-1A, A-1B, A-2, A-R, X-A, and the
        privately offered classes X-B (senior certificates)
        'AAA';

     -- $10.5 million class B-1 certificates 'AA';

     -- $8 million class B-2 certificates 'A+';

     -- $4.5 million class B-3 certificates 'BBB';

     -- $2.5 million privately offered class B-4 certificates
        'BB+';

     -- $2 million privately offered class B-5 certificates are
        rated 'B+'.

The 'AAA' rating on the senior certificates reflects the 3.1%
subordination provided by:

          * the 1.05% class B-1,
          * the 0.80% class B-2,
          * the 0.45% class B-3,
          * the 0.25% privately offered class B-4,
          * the 0.20% privately offered class B-5, and
          * the 0.35% privately offered class B-6 (which is not
            rated by Fitch) certificates.

Classes rated based on subordination:

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

Fitch believes the credit enhancement will be adequate to cover
credit losses.  In addition, the ratings also reflect the quality
of the underlying mortgage collateral, strength of the legal and
financial structures, and the primary servicing capabilities of
Cendant Mortgage Corporation, which is rated 'RPS1' by Fitch.

Generally, with certain limited exceptions, distributions to the
class A-1 and A-R certificates (and to the component of the class
X-A certificates related to pool 1) will be solely derived from
collections on the pool 1 mortgage loans and distributions to the
class A-2 certificates (and to the component of the class X-A
certificates related to pool 2) will be solely derived from
collections on the pool 2 mortgage loans.

Aggregate collections from both pools of mortgage loans will be
available to make distributions on the class X-B and B
certificates.  When a pool experiences rapid prepayments or
disproportionately high realized losses, principal and interest
collections from one pool may be applied to pay principal or
interest, or both, to the senior certificates of the other pool.

The aggregate trust consists of 2,831 conventional, fully
amortizing, primarily 25-year adjustable-rate mortgage loans
secured by first liens on one- to four-family residential
properties with an aggregate principal balance of $1,000,012,589
as of the cut-off date Nov. 1, 2004.

Group 1 consists of 2,379 loans with an aggregate principal
balance of $ 850,008,202 as of the cut-off date.  Each of the
mortgage loans are indexed off the one-month LIBOR or six-month
LIBOR, and all of the loans pay interest only for a period of 10
years following the origination of the mortgage loan.

The average unpaid principal balance as of the cut-off-date is $
357,296.  The weighted average original loan-to-value ratio --OLTV
-- is 70.7%.  The weighted average effective LTV is 66.28%. The
weighted average FICO is 735.  Cash-out refinance loans represent
39.49% of the loan pool.

The three states that represent the largest portion of the
mortgage loans are:

          * California (19.93%),
          * Florida (18.53%), and
          * New York (8.41%).

Group 2 consists of 452 loans with an aggregate principal balance
of $ 150,004,387 as of the cut-off date.  Each of the mortgage
loans are indexed off the six-month LIBOR, and all of the loans
pay interest only for a period of 10 years following the
origination of the mortgage loan.

The average unpaid principal balance as of the cut-off-date is
$331,868.  The weighted average OLTV is 72.23%.  The weighted
average effective LTV is 68.36%.  The weighted average FICO is
732. Cash-out refinance loans represent 42.75% of the loan pool.

The three states that represent the largest portion of the
mortgage loans are:

          * California (21.91%),
          * Florida (17.76%), and
          * New York (6.11%).

All of the mortgage loans were either originated by Merrill Lynch
Credit Corporation pursuant to a private label relationship with
Cendant Mortgage Corporation or acquired by Merrill Lynch Credit
Corporation in the course of its correspondent lending activities
and underwritten in accordance with Merrill Lynch Credit
Corporation underwriting guidelines.

Any mortgage loan with an OLTV in excess of 80% is required to
have a primary mortgage insurance policy.  'Additional collateral
loans' included in the trust are secured by a security interest in
the borrower's assets, which does not exceed 30% of the loan
amount.  Ambac Assurance Corporation provides a limited purpose
surety bond that covers any losses in proceeds realized from the
liquidation of the additional collateral.

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.

Merrill Lynch Mortgage Investors, the depositor, will assign all
its interest in the mortgage loans to the trustee for the benefit
of certificate-holders.  For federal income tax purposes, an
election will be made to treat the trust fund as multiple real
estate mortgage investment conduits -- REMICs.

Wells Fargo Bank Minnesota, National Association will act as
trustee.


METRIS MASTER: Fitch Ups Ratings on $84.53 Class C Notes to AAA
---------------------------------------------------------------
Fitch Ratings upgrades the class A, class B, and class C
securities of the below listed series issued from Metris Master
Trust.  The actions affect approximately $600 million of credit
card backed securities.

The securities are backed by a pool of Visa and MasterCard
receivables originated by Direct Merchants Credit Card Bank, N.A.
and sold to Metris Master Trust through Metris Receivables Inc.
The rating actions do not affect any trust issued series that are
insured by MBIA, Inc.

Metris Master Trust, floating-rate asset-backed securities, series
2000-1:

     -- $447.51 million class A floating-rate securities
        upgraded to 'AAA' from 'A-';

     -- $67.96 million class B floating-rate securities upgraded
        to 'AAA' from 'BBB';

     -- $84.53 million class C floating-rate secured notes
        upgraded to 'AAA' from 'BB+'.

The rating actions are due to a cash defeasance of the series in
an amount equal to 100% of the aggregate outstanding invested
amount of class A, B, and C.  The defeasance eliminates servicing
and receivable performance risks as the cash is held in the
principal funding account (to cover principal) and the
accumulation period reserve account (to cover interest) for the
sole benefit of security holders.

The securities are scheduled to be paid in February and March of
2005.  Fitch's assessment also included investment and account
restrictions, as well as the adequacy of separate interest and
principal account sizing.


METRIS MASTER: Moody's Lifts $84.53M Secured Notes' Rating to Aaa
-----------------------------------------------------------------
Moody's Investors Service upgraded three classes of securities
issued out of the Metris Master Trust and the Metris Secured Note
Trust, Series 2000-1.  The primary consideration for the upgrade
was the defeasance of the outstanding invested amount of the
bonds.  Specifically, on November 29, 2004, Metris deposited
$606.7 million to segregated principal and interest trust accounts
for the sole benefit of Series 2000-1 bondholders.  The Class A
Certificates are expected to mature on the February 2005
distribution date.  The Class B Certificates and the Secured Notes
are expected to mature on the March 2005 distribution date.

The complete rating actions are:

   -- Metris Master Trust 2000-1

      * $447,514,000 Class A Floating Rate Asset Backed
        Certificates, Series 2000-1, upgraded to Aaa from Aa3

      * $67,956,000 Class B Floating Rate Asset Backed
        Certificates, Series 2000-1, upgraded to Aaa from Baa2

   -- Metris Master Secured Note Trust 2000-1

      * $84,530,000 Floating Rate Secured Notes, upgraded to Aaa
        from Ba2


MILLENNIUM CHEMICALS: S&P Downgrades Ratings to B+
--------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Millennium Chemicals, Inc.,
to 'B+' from 'BB-' and removed the ratings from CreditWatch where
they were placed with negative implications on March 29, 2004.

At the same time, Standard & Poor's lowered its debt ratings on
Millennium America, Inc., a wholly owned subsidiary of Millennium
Chemicals and removed the ratings from CreditWatch.  The outlook
is stable.  Hunt Valley, Maryland-based Millennium is a $1.9
billion diversified commodity chemicals company.

The downgrade reflects the ownership of Millennium by the highly
leveraged Lyondell Chemical Co. (B+/Stable/--) following the
completion of a previously announced stock-financed combination.
The transaction, valued at about $2.7 billion based on the value
of the Lyondell shares, became effective following receipt of
approval from both companies' shareholders.

The ratings on Houston, Texas-based Lyondell and its majority
owned subsidiary, Equistar Chemicals L.P., are unaffected by the
announcement.  Standard & Poor's affirmed its 'B+' corporate
credit ratings and other ratings on Lyondell and Equistar.

"The transaction closely aligns Millennium's credit risk with that
of its new parent, Lyondell, despite management's intention to
maintain Millennium as a separate legal entity for financial
reporting purposes, and the lack of any contractual support for
Millennium's debt obligations by Lyondell," said Standard & Poor's
credit analyst Kyle Loughlin.

Standard & Poor's notes that Lyondell will be the sole owner of
Millennium and that Lyondell has effectively gained full control
of Equistar, after considering the additional indirect ownership
achieved via Millennium's 29.5% shareholding (Lyondell directly
owns 70.5% of Equistar).  Accordingly, future financial policy
decisions that influence the credit ratings at both Millennium and
Equistar ultimately reside with Lyondell's board and senior
management team.

Standard & Poor's has also reviewed the implications of the
transaction on Millennium's existing debt issues, and believes
that these instruments are likely to remain in the capital
structure following the merger.  Millennium's senior unsecured
notes contain a change of control provision, however, allowing the
notes to be redeemed at 101% of face value, but the market value
of these notes is currently well above this level suggesting that
they are likely to remain outstanding.


MORTGAGE ASSET: Fitch Puts BB+ Rating on Class B Certificates
-------------------------------------------------------------
Fitch Ratings rates Mortgage Asset Securitization Transactions,
Inc., $91 million mortgage pass-through certificates series 2004-
02, Specialized Loan Trust 2004-02:

     -- $75,573,000 class A 'AAA';
     -- $4,940,000 class M-1 'AA';
     -- $4,235,000 class M-2 'A';
     -- $3,764,000 class M-3 'BBB';
     -- $1,270,000 class M-4 'BBB-';
     -- $1,317,000 class B 'BB+'.

Credit enhancement for the 'AAA' class A certificates reflects the
21.05% subordination provided by class M-1, M-2, M-3, M-4 and B,
initial overcollateralization -- OC -- and monthly excess
interest.

Credit enhancement for the 'AA' class M-1 certificates reflects
the 15.80% subordination provided by class M-2, M-3, M-4 and B,
initial OC and monthly excess interest.

Credit enhancement for the 'A' class M-2 certificates reflects the
11.30% subordination provided by class M-3, M-4 and B, initial OC
and monthly excess interest.

Credit enhancement for the 'BBB' class M-3 certificates reflects
the 7.30% subordination provided by class M-4 and B, initial OC
and monthly excess interest.

Credit enhancement for the 'BBB-' class M-4 certificates reflects
the 5.95% subordination provided by class B, initial OC and
monthly excess interest.

Credit enhancement for the 'BB+' class B certificates reflects
initial OC and monthly excess interest.  In addition, the ratings
on the certificates reflect the quality of the underlying
collateral, and Fitch's level of confidence in the integrity of
the legal and financial structure of the transaction.

The mortgage pool consists of fixed- and adjustable-rate mortgage
loans secured by first and second liens on one- to four-family
residential properties, with an aggregate principal balance of
$94,113,807.  As of the cut-off date, Nov. 1, 2004, the mortgage
loans had a weighted average loan-to-value ratio -- LTV -- of
81.98%, weighted average coupon -- WAC -- of 6.670%, and an
average principal balance of $152,782.

Single-family properties account for approximately 69.53% of the
mortgage pool, two- to four-family properties 5.83%, and condos
3.69%.  Ninety two percent of the properties are owner occupied.
The three largest state concentrations are:

          * Nevada (13.85%),
          * California (11.87%), and
          * Illinois (7.80%).

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 Transactions, Inc., deposited the
loans into the trust, which issued the certificates, representing
beneficial ownership in the trust.  For federal income tax
purposes, the Trust Fund will consist of multiple real estate
mortgage investment conduits -- REMICs.

Deutsche Bank National Trust Company will act as trustee.  GMAC
Mortgage Corporation, rated 'RSS1-' by Fitch, and Wells Fargo Bank
N.A., rated 'RSS2' by Fitch, will act as servicers for this
transaction, with Wells Fargo Bank N.A., rated 'RMS1' by Fitch,
acting as master servicer.


NHC COMMS: Oct. 29 Stockholders' Deficit Narrows to C$4 Million
---------------------------------------------------------------
NHC Communications, Inc. (TSX: NHC) (NHCMF), reported results for
the first quarter of fiscal 2005, ended October 29, 2004, prepared
in accordance with Canadian generally accepted accounting
principles.

                       First Quarter Results

For the quarter ended October 29, 2004, NHC recorded revenues of
$9.35 million compared with $1.24 million recorded in the first
quarter of fiscal 2004.  Revenues for the first quarter of fiscal
2005 included sales of $0.04 million to one customer, as well as
the positive impact associated with the recognition of
$9.31 million in revenue previously deferred in accordance with
the Company's accounting policy on revenue recognition.  In
accordance with this accounting policy, all of fiscal 2003 and
fiscal 2004's shipments to its current principal customer,
totaling $27.86 million, could only be allocated as deferred
revenues on the Company's balance sheet since this customer had
not completed the testing of the Company's new CMS Version 3.1.2
software, a management system that integrates into customers'
operating support system which controls the ControlPoint(R)
robotic main distribution frame.  Nevertheless, during the fourth
quarter of fiscal 2004, NHC received a formal confirmation from
this customer that the required testing was completed and that the
related contract milestones had been met.

"A significant number of physical conversions in each central
office of our principal customer were performed during the first
quarter of fiscal 2005.  We expect that the remaining physical
conversions will be completed during the current fiscal year, and
NHC will then be able to recognize additional revenues of
approximately $15 million, along with the related cost of revenues
of approximately $13 million," said Sylvain Abitbol, NHC's
President and Chief Executive Officer.

The Company reported a net loss in the first fiscal quarter of
2005 of $0.31 million or a loss of 1 cent per share.  This is an
improvement from the first fiscal quarter of 2004, when the
Company had a net loss of $1.41 million or a loss of 4 cents per
share.  A $1.22 million contribution to gross profit associated
with $9.31 million in revenue previously deferred less the related
cost of revenues of $8.09 million, as well as lower spending for
all operating expenses in the first fiscal quarter of 2005 as a
result of the implementation of cost-cutting measures effective at
the end of the second quarter of fiscal 2004, contributed to the
smaller loss per share.

                        Financing Activities

During the first quarter of fiscal 2005, the Company completed a
private placement with a third-party investor for gross proceeds
of $2.65 million under terms previously disclosed.

The number of issued and outstanding shares as at Oct. 29, 2004,
was 41,481,463.

For the first quarter of fiscal 2005, cash and cash equivalents
increased by $1.18 million, mainly attributable to the cash
provided by financing activities of $3.12 million, net of cash
used by operating activities of $1.69 million.

As at October 29, 2004, the Company's working capital efficiency
was $4.45 million.  However, this included an amount of
$2.64 million representing the difference between the short-term
portion of the deferred revenue of $15.72 million and the
short-term portion of the deferred expenses of $13.08 million, and
which difference is expected to be decreased from the working
capital deficiency in the current fiscal year.  Moreover, the
Company expects that a private placement for gross cash proceeds
of $1.56 million will be completed during the next quarter.  In
connection with this private placement, the Company would issue
1,200,000 common shares at a price of $1.30 per share to a
third-party investor and would grant warrants to purchase up to
960,000 common shares at a price of $1.45 per share, each for a
period of two years.

At Oct. 29, 2004, NHC Communications' balance sheet showed a
C$4,017,000 stockholders' deficit, compared to a C$6,140,000
stockholders' deficit at July 30, 2004.

NHC plans to continue to finance its activities from additional
long-term financing and from the collection of future sales to its
customers.  There can be no assurance that such additional funding
will be available on acceptable terms.  Should it fail to secure
additional financing, the Company may not be able to continue as a
going concern.

                        About the Company

NHC Communications, Inc., provides products and services enabling
the management of voice and data communications for
telecommunication service providers.  NHC's ControlPoint(R)
solutions utilize a high-performance software driven Element
Management System controlling an automated, true any-to-any copper
cross-connect switch, to enable incumbent local exchange carriers
and other service providers to remotely perform the four key tasks
that historically have required manual on-site management.  These
four tasks fundamental to all operations are loop qualification,
deployment and provisioning, fallback switching and service
migration of Voice and Data services including DSL and T1/E1.
Using ControlPoint(R), NHC's customers avoid the risk of human
error and dramatically reduce labour and operating costs.  NHC
maintains offices in Montreal, Quebec and Paris, France.
"ControlPoint(R)" is a registered trademark of NHC Communications,
Inc.


NSG HOLDINGS: S&P Lifts Rating on $160M Sr. Sec. Facility to B+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on NSG
Holdings II's proposed $160 million senior secured bank facility
to 'B+' from 'B'.

Houston, Texas-based NSG Holdings II is a portfolio of U.S.-based
power assets.

The upgrade is due to the improved credit quality of Reliant
Energy, the offtaker to the Vandolah project, which provides
almost 60% of the distributions to NSG Holdings II.

"The stable outlook on NSG Holdings II reflects our view that
credit quality should not significantly deteriorate in the short
term," said Standard & Poor's credit analyst Jodi Hecht.

Standard & Poor's also said that there is no room for a ratings
upgrade based on the concentration risk of the portfolio and its
dependence on Reliant's creditworthiness.  Reliant has significant
maturities in 2009, potentially negatively impacting the
distributions to NSG Holdings II.

The bank facility consists of a $10 million revolving credit
facility due 2009 and a $150 million term loan facility due 2011.
Standard & Poor's recovery rating of '2' is affirmed, indicating
the expectation of a substantial (80%-100%) recovery of principal
in the event of default.

NSG Holdings II is a wholly owned subsidiary of Northern Star
Generation LLC, which is owned equally by AIG Highstar Generation
LLC and a subsidiary of the Ontario Teachers' Pension Plan Board.


OMI CORP: S&P Rates Proposed $225M Senior Convertible Debt B+
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
unsecured rating to OMI Corporation's proposed $225 million senior
convertible debt offering due 2024.  The senior unsecured notes
are rated two notches below the corporate credit rating due to the
large amount of secured debt relative to assets.  At the same
time, Standard & Poor's affirmed its ratings, including the 'BB'
corporate credit rating, on the tanker shipping company.  The
outlook is stable.

Proceeds from the debt offering will be used to repurchase
$72.5 million of stock with the balance to be used to reduce
borrowings under the company's revolving credit facility.  Pro
forma for the notes offering and share repurchase, lease-adjusted
debt to capital is expected to be approximately 58%, in-line with
the current rating category.  At Sept. 30, 2004, the shipping
company had approximately $900 million of lease-adjusted debt.

"Ratings on OMI Corporation reflect the company's significant, but
carefully managed, exposure to the volatile tanker spot markets,
an active new vessel construction and acquisition program, and
participation in the competitive, volatile, highly fragmented, and
fixed-capital-intensive bulk ocean shipping industry," said
Standard & Poor's credit analyst Kenneth L. Farer.  These negative
factors are partly offset by OMI's favorable business position as
a leading Suezmax and product tanker operator with strong market
share in the Caribbean, Black Sea, and Mediterranean Sea.  In
addition, the company's average vessel age is young compared to
the world fleet.

OMI is engaged primarily in ocean transportation of crude oil and
refined petroleum products.  Since 1998, the company has been an
internationally focused owner and operator of oil tankers.  Over
the past several years, OMI has disposed of older tonnage and
expanded its fleet through new vessel construction and purchases
funded with equity and secured financing.  At Sept. 30, 2004, this
renewal program had reduced the average age of OMI's fleet to 3
years, excluding vessels held for sale, from over 15 years in
1997.  At Nov. 30, 2004, OMI's modern fleet consisted of 42
oceangoing vessels, totaling approximately 3.5 deadweight tons --
dwt, with another 12 double-hulled vessels to be delivered through
2006.

OMI's revenue, earnings, and cash flow are expected to continue at
strong rates over the near to intermediate term. Even if the
tanker market weakens somewhat, credit measures should remain
appropriate for the current rating.  However, the company's
significant commitments for new vessels, potential for acquisition
activity, somewhat more aggressive financial policy, and
participation in the competitive and cyclical tanker industry
limits upside rating potential.


ON SEMICONDUCTOR: Commencing Sr. Debt Offer & Consent Solicitation
------------------------------------------------------------------
ON Semiconductor Corp. (Nasdaq: ONNN) is commencing a cash tender
offer for any and all outstanding:

   -- $195,000,000 aggregate principal amount of the 12 percent
      Senior Secured Notes due 2008; and

   -- $130,000,000 aggregate principal amount of the 12 percent
      Senior Secured Notes due 2010

previously issued by the company and Semiconductor Components
Industries, LLC, on the terms and subject to the conditions set
forth in its Offer to Purchase For Cash and Consent Solicitation
Statement dated Dec. 1, 2004.

ON Semiconductor is also soliciting consents for amendments to the
indentures under which the Notes were issued and to the related
security documents.  Holders who tender their Notes will be
required to consent to the proposed amendments and holders who
consent will be required to tender their Notes.  Consummation of
the Offer is subject to the availability of financing and the
satisfaction of a number of conditions.  ON Semiconductor is
planning to fund the purchase of the Notes with cash on hand and
net proceeds of new borrowings under a proposed amendment and
restatement of its senior secured credit facilities.

The Offer for each series will expire at midnight, New York City
time, on Dec. 29, 2004, unless extended or earlier terminated with
respect to a series.  Prior to satisfaction of the conditions to
the Offer, ON Semiconductor may amend, extend or terminate the
tender offer and consent solicitation at any time without making
payments with respect thereto.  Holders of Notes must tender their
Notes at or prior to the Expiration Time to receive the tender
offer consideration.  The consent solicitation for each series
will expire at 5 p.m., New York City time, on Dec. 14, 2004,
unless extended.  Holders of Notes must tender their Notes prior
to the applicable Consent Payment Deadline to receive the total
consideration.

The consideration for each $1,000 principal amount of 2008 Notes
tendered will be:

     (1) the present value on the expected Initial Optional Early
         Settlement Date of $1,060.00 (the amount payable on
         May 15, 2006, which is the first optional redemption date
         of the 2008 Notes) and the present value of the interest
         from the last interest payment date until May 15, 2006,
         discounted at a rate equal to the sum of:

           (i) the yield of 2.00 percent U.S. Treasury Note due
               May 15, 2006; and

          (ii) a fixed spread of 50 basis points minus

     (2) accrued and unpaid interest to but not including the
         expected Initial Optional Early Settlement Date, minus

     (3) an amount equal to the consent payment, referred to
         below.

The 2008 reference yield will be calculated in accordance with
standard market practice as of 2 p.m., New York City time, on
Dec. 14, 2004, subject to extension.

The consideration for each $1,000 principal amount of 2010 Notes
tendered will be:

     (1) the present value on the expected Initial Optional Early
         Settlement Date of $1,060.00 (the amount payable on
         March 15, 2007, which is the first optional redemption
         date of the 2010 Notes) and the present value of the
         interest from the last interest payment date until
         March 15, 2007, discounted at a rate equal to the sum of:

           (i) the yield of the 2.25 percent U.S. Treasury Note
               due Feb. 15, 2007 and

          (ii) a fixed spread of 50 basis points minus

     (2) accrued and unpaid interest to but not including the
         expected Initial Optional Early Settlement Date minus

     (3) an amount equal to the consent payment referred to below.

The 2010 reference yield will be calculated in accordance with
standard market practice as of 2 p.m., New York City time, on
Dec. 14, 2004, subject to extension.

In addition, holders of Notes will receive accrued and unpaid
interest to but not including the applicable Settlement Date.

Holders who tender their Notes and deliver their consents to the
proposed indenture and security document amendments at or prior to
the applicable Consent Payment Deadline will also receive a
consent payment of $40 for each $1,000 in principal amount of the
2008 Notes and 2010 Notes.  Holders of the Notes tendered after
the applicable Consent Payment Deadline will not receive a consent
payment.

Notes and related consents may be withdrawn prior to the
applicable Consent Payment Deadline.  Notes may not be withdrawn
after the applicable Consent Payment Deadline and delivery of
written notice to the trustee for the Notes that certain
conditions have been met.

At any time after the applicable Consent Payment Deadline and
prior to the Expiration Time, the company may elect to accept for
payment all Notes validly tendered on or prior to the Initial
Optional Early Acceptance Date.  Concurrently with any election,
the company will waive all conditions to the Offers (other than
those related to illegality and court orders) and thereafter will
accept subsequently tendered Notes, subject to the terms and
conditions of the Offer, on a daily basis.  The company currently
anticipates that the Initial Optional Early Acceptance Date will
be Dec. 23, 2004, and that Notes accepted at that time will be
paid promptly thereafter.

Morgan Stanley & Co. Inc. is the dealer manager and Solicitation
Agent for the Tender Offer and Consent Solicitation.  Questions
regarding the transaction should be directed to:

               Morgan Stanley
               Toll-Free: 800-624-1808
                          212-761-1941
               Attn: Francesco Cipollone

Requests for documents should be directed to:

               Georgeson Shareholder Communications
               Information Agent
               17 State Street, 10th Floor
               New York, N.Y. 10004
               Toll-Free: 800-377-9583
               For banks and brokerage firms: 212-440-9800

                        About the Company

ON Semiconductor offers an extensive portfolio of power- and data-
management semiconductors and standard semiconductor components
that address the design needs of today's sophisticated electronic
products, appliances and automobiles.  For more information visit
ON Semiconductor's Web site at http://www.onsemi.com/

At Oct. 1, 2004, ON Semiconductor's balance sheet showed a
$452.2 million stockholders' deficit, compared to a $644.6 million
deficit at Dec. 31, 2003.


OWENS CORNING: Chinese Unit to Pay $4.8 Million Dividend
--------------------------------------------------------
Owens Corning (Nanjing) Foamular Board Co. Ltd., formerly known as
Owens Corning (Jiangsu) XPS Foam Co., Ltd., is an equity joint
venture limited liability company established pursuant to the laws
of the People's Republic of China.  OC Nanjing's business is
primarily comprised of foamular board production.  Foamular board
is a rigid panel insulation used for insertion in walls, ceilings
and the like.

Three entities have a joint venture interest in OC Nanjing:

   (1) Owens Corning (China) Investment Company, Ltd. owns a
       39.64&% joint venture interest in OC Nanjing.  OCI is a
       direct, wholly owned, non-debtor subsidiary of Owens
       Corning Cayman (China) Holdings, which is a direct, wholly
       owned, non-debtor subsidiary of Owens Corning.  OCI serves
       primarily as a holding company for many of Owens' foreign
       subsidiaries in China;

   (2) Owens Corning owns a 50.36% interest in OC Nanjing; and

   (3) Jiangsu Construction Material Assets Management Co., Ltd.,
       a Chinese enterprise legal person established pursuant to
       the laws of the People's Republic of China, owns the
       remaining 10% in OC Nanjing.

Norman L. Pernick, Esq., at Saul Ewing, in Wilmington, Delaware,
tells Judge Fitzgerald that OC Nanjing has not paid dividends to
its equity holders since its inception in 1996.  OC Nanjing
currently holds $6.5 million in retained earnings.  Under the
terms of the OC Nanjing Joint Venture Agreement, OC Nanjing will
determine the amount of after-tax profit, after the deduction of
certain allocations, to be distributed to equity holders as well
as the amount to be retained for expansion of production and
operations.  OC Nanjing has determined to retain $1.2 million for
expanding its production and operation, and distribute to equity
holders $4.8 million in dividends.

To ensure that OC Nanjing has sufficient cash on hand at all
times, OC Nanjing proposes to pay dividends totaling $4.8 million
over two years:

   -- $3.6 million would be paid in 2005; and

   -- $1.2 million would be paid in 2006.

The proposed dividends would be paid ratably to OC Nanjing's
equity participants, in accordance with the Joint Venture
Agreement.

Although OCI and OC Nanjing are non-debtors, the Final Cash
Management Order governs certain of their actions.  The Final CMO
does not specifically address dividends.

In an abundance of caution, the Debtors ask the U.S. Bankruptcy
Court for the District of Delaware to authorize OC Nanjing to pay
up to $4.8 million in cash dividends to Owens, OCI and JCMAM
pursuant to the terms of the Joint Venture Agreement.

Mr. Pernick notes that that the transaction provides for
significant overall benefit to the Debtors, OC Nanjing, as well as
to creditors and parties-in-interest.

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


PARMALAT USA: Former VP F. Ferrante Asks Court to Quash Subpoena
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 15, 2004,
Judge Drain of the U.S. Bankruptcy Court for the Southern District
of New York directs Parmalat USA Corporation's former Vice-
President Frank Ferrante to:

    (i) immediately produce all documents and records requested
        by Parmalat USA and its U.S. debtor-affiliates; and

   (ii) submit to a deposition upon oral examination on certain
        matters.

              Ferrante Asks Court to Quash Subpoena

Michael Q. Carey, Esq., at Carey & Associates, LLC, in New York,
asserts that Parmalat USA Corp.'s attempt to depose its former
employee, Frank Ferrante, and compel him to produce documents is a
continuation of a pattern of harassment to stymie Mr. Ferrante
from competing with Parmalat USA in his current job with
Tuscan/Lehigh Dairies, Inc.  Despite the broad scope of Rule 2004
of the Federal Rules of Bankruptcy Procedure, the case law is
clear that Parmalat USA is not allowed to use the bankruptcy
proceeding for the purpose of intimidation or harassment, or to
obtain information about Mr. Ferrante's private affairs, which are
irrelevant to the bankruptcy proceeding itself.

The Court issued a subpoena for Mr. Ferrante directing him to
produce documents by November 11, 2004, and to appear for
deposition on November 18.  On October 29, 2004, Parmalat USA
consented to adjourn the time by which Mr. Ferrante had to produce
documents or otherwise respond to the subpoena to November 19, and
to appear for deposition on December 7.  The date to produce
documents or respond was further extended, as agreed by the
parties, to November 26, but the time set for Mr. Ferrante's
deposition was not further adjusted.

Mr. Carey relates that the impact of Mr. Ferrante's departure from
Parmalat USA and subsequent employment with Tuscan was dramatic
for Parmalat USA.  Parmalat USA knew immediately what this would
mean for its business and immediately began to threaten Mr.
Ferrante.  The day after Mr. Ferrante resigned, Parmalat USA
sought to harass and intimidate him by threatening "serious
potential legal and equitable consequences" as a result of his
taking a position with Tuscan.  This statement was conveyed to Mr.
Ferrante in a January 6, 2004 letter from Parmalat USA's then
counsel, Epstein, Becker & Green, which directed him to
immediately cease and desist any conduct that would violate or
threaten to violate Parmalat USA's rights and interests, and
further warned that Parmalat USA was conducting an investigation
of his conduct while still employed with them.

Despite Parmalat USA's threat of legal action and a supposed
investigation into Mr. Ferrante's actions as its employee, no
action has been taken against him to date, with the exception of
the Rule 2004 motion.  Parmalat USA's real concern was with
respect to anticipated competition with Tuscan and that concern
was well founded, Mr. Carey says.  Many of the customers serviced
by Mr. Ferrante while he was employed with Parmalat USA followed
him to Tuscan with a corresponding loss of enormous amounts of
revenue by Parmalat USA.

Parmalat USA asserts that it requires information from Mr.
Ferrante regarding:

     (i) bonus payments made to Mr. Ferrante during his
         employment with Parmalat USA;

    (ii) Mr. Ferrante's use of Parmalat USA's corporate funds
         during his employment;

   (iii) the Supply Agreement negotiated between Tuscan and
         Parmalat USA; and

    (iv) Mr. Ferrante's post-resignation conduct with respect to
         former Parmalat USA customers.

However, Mr. Carey points out, there is no allegation that Mr.
Ferrante has received bonus amounts or used his expense account in
any manner that was not fully approved by Parmalat USA's
management and executive officers.  Moreover, despite allegations
of false and defamatory statements made by Mr. Ferrante to
Parmalat USA's customers in an attempt to lure them away, there is
no specific reference to any false, misleading, disparaging, or
defamatory statement made by Mr. Ferrante.

Accordingly, Mr. Ferrante asks the Court to reconsider its order
to produce documents and appear for a deposition.  Mr. Ferrante
wants the subpoena quashed because Parmalat USA will have
sufficient opportunity to obtain information from him within the
confines of the probable impending litigation between Parmalat USA
and Tuscan regarding the Tuscan Supply Agreement.

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


PHOENIX COLOR: S&P Revises Outlook on B Rating to Negative
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on book
components printer Phoenix Color Corp. to negative from stable.

At the same time, Standard & Poor's affirmed its ratings,
including its 'B' corporate credit rating, on the Hagerstown,
Maryland-based company.  Total debt outstanding at Sept. 30, 2004,
was $116 million.

"The outlook revision follows the recent release of disappointing
third quarter earnings in which revenue and EBITDA declined by 17%
and 43%, respectively.  Weaker-than-expected performance was
driven primarily by unstable demand for book components," said
Standard & Poor's credit analyst Sherry Cai.  During the nine
months ended Sept. 30, 2004, Phoenix Color's sales declined by 5%
and EBITDA declined by 22%.

During the past few years, the weak economy has resulted in lower
levels of publishing activity, which in turn has negatively
affected Phoenix Color's sales.  While economic recovery and
overall industry volumes are expected to increase somewhat in
2005, Standard & Poor's does not expect this increase to be
sufficient to alleviate the current overcapacity.  As a result,
the pricing environment is expected to remain acute, leading to
highly competitive industry conditions.


PHOENIX QUAKE: Moody's Pares $85M Notes' Rating to B3 from Ba1
--------------------------------------------------------------
Moody's Investors Service downgraded this Class of Notes issued by
Phoenix Quake Wind II Ltd., a catastrophe bond issuance:

   -- U.S. $85,000,000 Principal At-Risk Variable Rate Notes due
      July 3, 2008 from Ba1 on watch for possible downgrade to B3
      no longer on watch for possible downgrade.

The Calculation Agent for the transaction informed Moody's that a
magnitude 6.8 earthquake that occurred on October 23, 2004, in
Japan with epicenter 37.30N 138.80E was deemed to be the First
Event.  Due to the occurrence of the First Event as defined under
the governing documents, the protection provided to the sponsor by
the Noteholders has been activated.  Thus,the Notes are exposed to
potential losses arising from a subsequent qualifying earthquake
or typhoon.  Consequently, the expected loss to noteholders has
increased.  The Notes were placed on the Moody's Watchlist for
possible downgrade on October 29, 2004.

Rating Action:     Downgrade

Issuer:            Phoenix Quake Wind II Ltd.

Class Description: U.S. $85,000,000 Principal At-Risk Variable
                   Rate Notes due July 3, 2008 from Ba1 on watch
                   for possible downgrade to B3 no longer on watch
                   for possible downgrade.


PLYMOUTH RUBBER: Applies for Voluntary AMEX Delisting
-----------------------------------------------------
Plymouth Rubber Company, Inc. (Amex: PLR.A, PLR.B), filed an
application with the Securities and Exchange Commission pursuant
to Section 12(d) of the Exchange Act to voluntarily delist its
Class A Common Stock and Class B Common Stock from the AMEX.

Since May 2003, the Company had received several notifications
from the AMEX that the Company was not in compliance with AMEX
quantitative listing standards, related to both minimum
shareholders' equity and minimum aggregate publicly held market
values for its Class A and Class B Common Stock.  In the summer of
2003, the Company submitted and the AMEX approved a plan by which
the Company would be brought back into compliance with AMEX's
listing standards by the end of fiscal 2004.  The Company is not
currently in compliance with these listing standards.

The Company has evaluated:

     (1) its current non-compliance with the continued
         quantitative listing standards; and

     (2) it's continuing difficulty in attempting to regain
         ongoing compliance with these AMEX standards.

Given the likelihood that the Company will not attain compliance
with these quantitative standards by today, Dec. 3, 2004, the end
of its current fiscal year, the Board of Directors has concluded
that the Company should withdraw its Class A and Class B Common
Stock issues from listing with the AMEX on a voluntary, rather
than involuntary, basis.

The Company is considering the alternative OTC markets that may be
available to the Class A Common Stock and the Class B Common
Stock.  The Company is also considering whether either or both of
such classes of stock may be eligible for deregistration under the
Securities Exchange Act of 1934 and the rules and regulations of
the Securities and Exchange Commission thereunder, in which event
the Company's obligation to file reports under Section 13 of the
Exchange Act with the Securities and Exchange Commission could be
terminated.

                        About the Company

Plymouth Rubber Company, Inc. manufactures and distributes plastic
and rubber products, including automotive tapes, insulating tapes,
and other industrial tapes and films. The Company's tape products
are used by the electrical supply industry, electric utilities,
and automotive and other original equipment manufacturers. Through
its Brite-Line Technologies subsidiary, Plymouth manufactures and
supplies highway marking products.

At Aug. 27, 2004, Plymouth Rubber's balance sheet showed a
$377,000 stockholders' deficit, compared to a $612,000 of positive
equity at Nov. 28, 2003.

                         *     *     *

                      Going Concern Doubt

Plymouth Rubber's Audit Committee previously dismissed
PricewaterhouseCoopers LLP as its independent registered public
accounting firm.

The reports of PricewaterhouseCoopers LLP on the financial
statements of the Company for the two most recent fiscal years
ended Nov. 28, 2003, and Nov. 29, 2002, contained no adverse
opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles.
However, the reports included an explanatory paragraph wherein PwC
expressed substantial doubt about the Company's ability to
continue as a going concern.

The Company's audit committee approved the engagement of Vitale,
Caturano & Company, Ltd. as the Company's new independent
registered public accounting firm as of Oct. 14, 2004.  During the
Company's two most recent fiscal years and through Oct. 14, 2004,
the Company has not consulted with Vitale, Caturano & Company,
Ltd. regarding any matters or reportable events described in Items
304(a)(2)(i) and (ii) of Regulation S-K.


PREMCOR REFINING: Fitch Says Ratings Unaffected by Encana Pact
--------------------------------------------------------------
Fitch Ratings anticipates no immediate effect on the debt ratings
of The Premcor Refining Group (PRG, NYSE: PCO) and Port Arthur
Finance Corp. following the announcement that Premcor Refining and
EnCana Corporation (EnCana, NYSE: ECA) have reached an agreement
to study upgrading PRG's Lima, Ohio refinery to process 100% heavy
Canadian crude oil and increase the crude capacity to 200,000
barrels of oil per day -- bpd.

The Rating Outlook is Stable.  Fitch rates the debt of Premcor
Refining and Port Arthur:

   * Premcor Refining

     -- $1 billion secured credit facility 'BB+';
     -- Senior unsecured notes 'BB';
     -- Senior subordinated notes 'B+'.

   * Port Arthur

     -- Senior secured notes 'BB+'.

Upon completion of the study, the companies anticipate entering
into a 50/50 joint venture whereby Premcor Refining would
contribute the Lima refinery and related assets (currently valued
by the company at more than $1 billion), and EnCana would
contribute an equivalent amount of cash for the upgrade.

Each partner would contribute 50% of any additional cash required
to complete the project.  Major expenditures are not anticipated
until 2006, with project completion anticipated in the second half
of 2008.

The project will include the construction of a new vacuum unit, a
new coker, a new hydrocracker, and modifications to the existing
crude units.  The joint venture will also enter into a crude
supply agreement with EnCana to provide the 200,000 bpd of heavy
crude.

While the project is not expected to have an immediate impact on
the credit ratings, Fitch views the transaction positively for
Premcor as the project will significantly improve the
profitability of the plant, and Premcor is not expected to make
any sizable cash investments into the project.

The upgrade will significantly reduce the cost of crude as the
refinery currently processes approximately 95% light sweet crude.
The upgrade will also improve the quality of the production and
allow the refinery to run at full capacity.

In recent years, Lima has operated at below 140,000 bpd despite a
capacity of 170,000 bpd due to a lack of demand for the additional
production capacity (primarily high sulfur diesel). The project is
also expected to have minimal interference with operations during
construction until a plant wide turnaround in 2008.

Premcor Refining is a large independent U.S. refiner of petroleum
products that owns and operates four crude refineries with a
combined capacity of 790,000 bpd.  Premcor Refining is a wholly
owned subsidiary of Premcor.

Port Arthur and the Port Arthur Coker Company L.P. are wholly
owned subsidiaries of Premcor Refining.  Port Arthur Coker owns
and operates the heavy oil processing facility at Premcor's Port
Arthur, Texas refinery that includes an 80,000-bpd delayed coking
unit.


QUANTA SERVICES: Moody's Revises Outlook on Ratings to Negative
---------------------------------------------------------------
Moody's Investors Service affirmed ratings of Quanta Services,
Inc. reflecting the company's large cash balance, free cash flow
generation vs. its debt levels, and significant contract backlog.
The rating outlook however has been changed to negative from
stable.

These ratings were affirmed:

   * $35 million Revolving Credit Facility due 2007, rated Ba3;
   * $150 million Senior Secured Term Loan due 2008, rated Ba3;
   * Senior Implied, rated B1;
   * Issuer Rating, rated B2.

The change in outlook to negative from stable reflects the
company's high leverage and thin margins.  The company's operating
fundamentals remain under pressure due to tough industry
conditions.  Furthermore, the rate of credit quality improvement,
while visible in some areas, has been below Moody's expectations.

In addition to being constrained by its high leverage and low
margins, Quanta's ratings reflect significant goodwill and are
constrained by increased competition.  For the last twelve months
ended September 30, 2004, total debt to EBITDA was high at
6.3 times (excluding its significant cash balance), and its
operating margins decreased to 1% from 1.4% from the comparable
period a year earlier.  The company's operating margin have come
under pressure due primarily to higher expenses related to weak
demand as its customers remain cautious on general network
investments, and higher insurance and benefit costs.  Moody's
believes that such thin operating margins could turn negative if
demand were to deteriorate or even if its costs increased only
slightly.  Furthermore, the company continues to experience
pricing pressure and increased competition for its traditionally
higher margin specialty work.

The ratings benefit from Quanta's competitive position as one of
the largest contractors in the contracting services segment
serving the electric power & gas industry, as well as the telecom
and cable television industries.  The company's ratings also
benefit from its diversified customer base of premier utilities
and also from a diversified revenue stream with its top ten
customers representing under one-third of its revenues.
Furthermore, none of the company's top ten customers represent
over 5% of revenues.

The ratings are primarily supported by the company's $218 million
cash balance.  The ratings also benefit from the company's strong
cashflow generation relative to its debt balance, although a large
portion of this free cash flow is due to low capital investments
due to weak demand.  For the LTM period through Sept. 30, 2004,
the company's capital expenditures totaled $42 million vs.
depreciation for the same period of approximately $59 million.
The company's ratings also benefit from its contract backlog that
totals around $1.1 billion vs. total annual sales of about
$1.6 billion.  The 11.9% year-over-year growth in the company's
contract backlog suggests that the company's revenues may improve
as these contracts materialize.  Year-over-year however, the
company's revenues have been flat when adjusted for the
$45 million in business derived from the impact of the season's
hurricanes experienced during the third quarter vs. $25 million of
incremental storm work during the same period a year earlier.
Additionally, the company is well positioned to benefit from
higher transmission and distribution investment when investment
levels rebounds from unusually low levels that began in 2002.  The
company is also well positioned to capitalize on investments by
telecom companies that are increasingly pursuing fiber-to-the-
premise.

The ratings and or outlook could be upgraded if margins and
leverage were to improve.  The ratings could be downgraded if
margins continue to contract and the company's contract backlog
were to decline significantly or if the company's cash position
was to weaken.  Moody's notes that the company's large cash
position provides a cushion that may allow the company to ride out
the difficult competitive and operating climate that it is
experiencing.  Hence, a material reduction in cash could affect
the rating.  If the company's ability to access the surety bond
market were to decline, then its liquidity position may be
adversely affected.  The company had almost $490 million in surety
bonds as of September 30, 2004.  However, the total estimated
liability on a cost-to-complete basis is much lower.

For the last twelve months ended September 30, 2004, revenue
totaled approximately $1.6 billion while EBITDA totaled around
$75.2 million.  The company's EBITDA interest coverage for this
period was around 2.8 times.

Headquartered in Houston, Texas, Quanta Services, Inc., provides
specialized contracting services, offering end-to-end network
solutions to the electric power, gas, telecommunications, and
cable television industries.


REVLON CONSUMER: Moody's Downgrades Liquidity Rating to SGL-4
-------------------------------------------------------------
Moody's Investors Service affirmed the existing long-term debt
ratings of Revlon Consumer Products Corporation, but maintained a
negative ratings outlook following the company's report of
challenging sales and market share trends into the second half of
fiscal 2004.  Revlon's top-line difficulties heighten its
liquidity pressures, given debt-refinancing requirements by the
end of October 2005.  As such, Moody's has downgraded the
company's speculative grade liquidity rating to SGL-4 from SGL-3.

Issuers rated SGL-4 possess weak liquidity.  They rely on external
sources of financing and the availability of that financing is, in
Moody's opinion, highly uncertain.

These ratings were affected by this action:

   * Senior implied rating, affirmed at B3;

   * $160 million senior secured revolving credit facility due
     2009, affirmed at B2;

   * $800 million senior secured term loan facility due 2010,
     affirmed at B3;

   * $116 million 8.125% senior notes due 2006, affirmed at Caa2;

   * $76 million 9% senior notes due 2006, affirmed at Caa2;

   * $327 million 8.625% senior subordinated notes due 2008,
     affirmed at Caa3;

   * Speculative grade liquidity rating, downgrade to SGL-4 from
     SGL-3;

   * Senior unsecured issuer rating, affirmed at Caa2.

The downgrade of Revlon's speculative grade liquidity rating to
SGL-4 reflects the company's weak liquidity profile over the
coming twelve-month period, given effective debt maturities during
this timeframe and Moody's expectations for continued negative
free cash flow (albeit more moderate than in previous periods).
Revlon will face acceleration under the senior secured term loan
facility if its senior notes, which mature in February 2006 and
November 2006, are not refinanced by October 31, 2005 and
July 31, 2006, respectively.  As such, the company is highly
reliant on its equity offering commitment (required by March 31,
2006; $110 million backstopped by MacAndrews and Forbes) and on
the state of the capital markets in the interim period.

Revlon's SGL rating could be upgraded, if the company is able to
maintain or improve profit and cash flow levels and refinance its
senior notes, and thereby avoid any acceleration of its senior
secured term loan facility and ensure continued borrowing access
to its $160 million senior secured revolving credit facility.
Although its $151 million in affiliated credit lines expire during
2005, Revlon's $160 million revolving credit facility provides
adequate capacity to meet potential cash outflows and moderate
term loan amortization requirements over the coming year in the
absence of a debt acceleration scenario.  This facility, which is
governed by customary borrowing base calculations, was undrawn
(excluding letters of credit) at quarter-end September 2004.
Prospective compliance with financial covenants is expected
(assumes no debt acceleration) with ample cushion relative to the
maximum senior secured leverage of 5.5x and projected borrowing
availability well beyond the $30 million level that would
automatically trigger a 1.0x minimum fixed charge coverage
requirement.

For the third quarter ended September 2004, Revlon reported
essentially flat year-over-year gross sales.  Moreover, the
overall mass cosmetics category continues to be weak and Revlon
has lost market share during 2004 due to less than anticipated
contribution from new products.  Despite these challenges, Revlon
has affirmed its full-year EBITDA expectations at $190 million, on
the strength of efficiency gains and spending controls.

While Revlon's current year profit gains support the long-term
ratings affirmation, the maintenance of a negative outlook
reflects concerns regarding the sustainability of profit levels
given ongoing sales and market share pressures and required brand
support increases next year.  In particular, Moody's notes that
the company plans to reinvest productivity gains into brand
support and growth initiatives next year, which will have
uncertain returns and, in any event, may simply enable Revlon to
hold sales levels in the absence of overall growth for mass
cosmetics.  In this last regard, Moody's notes that the current
macro-economic environment (in particular, gas and energy price
increases) appears to be impacting sales of Revlon's largest
customer, which could influence purchases going forward.

The inability to maintain current profit levels would likely
strain Revlon's already weak cash flow profile and heighten its
refinancing pressures, given the effective maturity in October
2005 of its 8 1/8% notes due February 2006.  Moody's recognizes
that the acceleration of the company's equity offering commitment
could support the refinancing, but also notes that the deadline
for the offering is beyond the October 2005 effective debt
maturity.  If Revlon has not addressed its senior note debt
maturities by March 2005, or if the company fails to hit its
profit targets and turns more significantly cash flow negative
during this period, the ratings are likely to be downgraded.
Alternatively, a refinancing which addresses debt maturities over
the next two years and the demonstration of sustainable profit
gains could support a stabilization of the ratings at present
levels or other positive rating actions.

Revlon's ratings are restrained by weak pro forma cash flow and
high leverage levels, even following over $800 million of debt
reduction and the scale-down of its accelerated spending plans.
Debt adjustments for under-funded pension plans further constrain
the ratings.  The company's leveraged profile, although improving,
remains a rating concern as it participates in an industry segment
that requires material upfront brand support, fixture, and product
development expenditures with an uncertain consumer receptivity.
The industry is characterized by larger and better-resourced
competitors (such as L'Oreal and Proctor & Gamble), nimble niche
companies with low entry barriers, and dominant retailers with
high profit and service demands.  Revlon is dependent on a limited
number of brands, is under-represented in certain important beauty
segments (skin care and fragrance), and may need to further invest
in order to support its weaker brands, including the Almay
franchise.  Although, cosmetics sales are not exceptionally
seasonal, merchandising and promotional activity earlier in the
year tends to materially skew cash flow toward the fourth quarter.

Revlon's ratings are supported by the strong brand equity and
leading market share of its namesake brand, and by balance sheet
improvements resulting from the $800 million debt-for-equity
exchange earlier this year.  The management team that has been
assembled over the past few years has successfully implemented
marketing, merchandising, and operating efficiency initiatives
that have:

   -- enhanced Revlon's relationship with key retailers;
   -- strengthened the value of Revlon's brands; and
   -- enabled significant margin improvement.

The ratings are also supported by the historical recession
resistance that has characterized the mass cosmetics industry, and
by the moderate diversification benefits offered by Revlon's
international and non-cosmetic brands.

Revlon, headquartered in New York, is a worldwide cosmetics, skin
care, fragrance, and personal care products company. The company
is a wholly owned subsidiary of Revlon, Inc., which in turn is
majority-owned by REV Holdings, Inc. (Fidelity Investments also
maintains a significant minority ownership position).  REV
Holdings, Inc., is controlled by Ronald O. Perelman through
MacAndrews & Forbes Holdings, Inc., and Mafco Holdings Inc.
Revlon's net sales for the twelve-month period ended Sept. 2004
were approximately $1.3 billion.


RICHMOND CITY: Moody's Confirms Ba3 Rating with Negative Outlook
----------------------------------------------------------------
Moody's confirmed the Ba3 Issuer Rating (implied general
obligation) of the City of Richmond, California.  At this time
Moody's has also confirmed the Ba3 ratings of the city's Limited
Obligation Pension Bonds, Series 1999 and the Affordable Housing
Agency Subordinate Multifamily Housing Revenue Bonds (Westridge at
Hilltop Apartments) 2003 Series A-S.  The ratings have been
removed from Watchlist for possible downgrade, although the
outlook on the ratings is negative.  The removal of the ratings
from Moody's Watchlist is based on recent budgetary actions taken
by city management and the recent approval by city voters of a
local sales tax increase to fund public safety and other
operations.  The ratings and negative outlook are based on the
city's significantly reduced operating reserves and narrowed
liquidity in fiscal 2003 as a result of an ongoing structural
deficit in the city's general fund and continued uncertainty
regarding fiscal 2004 operating results.  Moody's expects to meet
with the city in the coming weeks and hopes to receive financial
and budgetary updates for fiscal years 2004 and 2005, which will
help resolve remaining questions about the city's fiscal position.

    City Taking Action to Address Significant Fiscal Stress

Fiscal 2003 operations resulted in a $14.4 million general
fund-operating deficit (after transfers).  Consequently, the
city's total general fund balance decreased to $32.5 million (or
35.2% of general fund revenues).  As Moody's has noted in previous
credit comments, however, the bulk of this total balance has
historically been reserved for long-term receivables, which are
primarily comprised of a loans to the city's redevelopment agency
and other city funds.  More importantly, the city's actual
operating reserve, the unreserved fund balance, has decreased from
6.9% in 2002 to negative 4.8% of general fund revenues,
respectively.  Similarly, fiscal 2003 net operating cash decreased
to negative $4.4 million or -4.8% of general fund revenues.

Moody's is awaiting fiscal 2004 unaudited financial statements
from the city.  The original fiscal 2004 budget was based on
fiscal 2003 projections, which indicated a far more modest decline
in general fund reserves, and anticipated higher available cash
resources with which to begin fiscal 2004.  The fiscal 2004
general fund-operating deficit had been projected to be
$6 million.

The city's Interim City Manager (a former Contra Costa County
Administrator) has provided the council's finance committee with a
390-page report which includes 170 recommendations including
monthly departmental reports, a line-item council budget, 6 new
positions in the department of finance including an accounts
receivable department and an independent audit function.  The
report and recommendations are awaiting full council approval.
Recent budgetary actions include the elimination of 200 staff
positions and a proposal for salary reductions (9% for public
safety, 8% for miscellaneous employees), which has been approved
by 5 of the 6 unions.

On November 2, 2004, voters approved a half-cent sales tax
increase expected to generate approximately $6 million annually in
additional revenue to fund a range of services, including police
and fire protection.  This continues a recent trend of public
support for tax increases -- voters approved an increase in the
city's utility user's tax from 8% to 10%, which went into effect
in January 2003.  Officials report that the budget is balanced for
the next two years.

The city had initially expected to issue TRANs this year, with
state legislation passed to allow Contra Costa County to make
payments directly to the trustee from the city's share of county
property tax collections.  According to officials, the need for
this cash flow borrowing seems to have subsided indicating the
possibility of an improved cash position at the city.
Outlook

Moody's outlook on the ratings of the city's general fund
obligations is negative due to continued uncertainty regarding
fiscal 2004 operating results.  Although the pension bonds are
secured solely by the city's pension tax over-ride, debt service
coverage levels remain unclear to Moody's thus posing some risk to
pension bondholders.  At the time of the assignment of the initial
rating to the pension bonds, it was anticipated that debt service
coverage would exceed 2 times after 2001 and increase each year
thereafter assuming the city's pension tax override was levied at
the rate of 0.14% of the assessed value.

The Affordable Housing Agency Subordinate Multifamily Housing
Revenue Bonds -- Westridge at Hilltop Apartments -- are secured by
subordinate pledge of housing project revenues, and in the event
that project revenues are insufficient to cover debt service on
bonds, are additionally secured by annual lease payments to be
made by the City of Richmond.  The obligation of the city is
structured as a standard, abatable general fund lease.  While the
lease payments are limited to $1 million annually, Moody's notes
that this amount exceeds peak debt service requirements on the
subordinate bonds, which is projected at about $904,000, and that
projected project revenues provide approximately 1.4 times
coverage on senior lien debt service.  Given the city's apparently
modest liquidity levels, Moody's believes the city's pledge of
lease payments remains materially weakened.

                         Key Statistics

Current estimated population:                101,400

1999 per capita income:                      $19,788 (87.1% of
                                             state)

2003 full valuation:                         $8.2 billion

Full value per capita:                       $81,147

Overall debt burden:                         3.5%

Net peak lease payment as a % of fiscal 2003
general fund revenues:                       5.1%

FY03 general fund balance:                   $32.5 million (35.2%
                                             of general fund
                                             revenues)

FY03 available general fund balance:         -$4.4 million (-4.8%
                                             of general fund
                                             revenues)


ROBOTIC VISION: First Creditors Meeting Slated for December 22
--------------------------------------------------------------
The United States Trustee for Region 1 will convene a meeting of
Robotic Vision Systems, Inc., and its debtor-affiliate's creditors
at 10:30 a.m., on December 22, 2004, at Room 702, 7th Floor, 1000
Elm Street, in Nashville, Tennessee.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

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

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


SALOMON BROTHERS: Fitch Puts Low-B Ratings on Four Cert. Classes
----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Salomon Brothers
Mortgage Securities VII, Inc., mortgage pass-through certificates:

Salomon Brothers Mortgage Securities VII, Inc., mortgage
pass-through certificates, series 1993-4:

     -- Class A-4 affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 affirmed at 'AAA';
     -- Class B-4 upgraded to 'AA-' from 'A';
     -- Class B-5 upgraded to 'BBB+' from 'BBB'.

Salomon Brothers Mortgage Securities VII, Inc., mortgage
pass-through certificates, series 1993-5:

     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 affirmed at 'AAA';
     -- Class B-4 upgraded to 'AA' from 'A';
     -- Class B-5 affirmed at 'BBB+'.

Salomon Brothers Mortgage Securities VII, Inc., mortgage
pass-through certificates, series 1993-6A:

     -- Class 6A-B1 affirmed at 'AAA';
     -- Class 6A-B2 upgraded to 'AAA' from 'AA'.

Salomon Brothers Mortgage Securities VII, Inc., mortgage
pass-through certificates, series 1994-3:

     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 upgraded to 'AAA' from 'A-';
     -- Class B-4 upgraded to 'AAA' from 'BB+'.

Salomon Brothers Mortgage Securities VII, Inc., mortgage
pass-through certificates, series 1994-4A:

     -- Class A4-A affirmed at 'AAA';
     -- Class A4-B1 affirmed at 'AAA';
     -- Class A4-B2 upgraded to 'AAA' from 'AA';
     -- Class A4-B3 upgraded to 'AA-' from 'B-'.

Salomon Brothers Mortgage Securities VII, Inc., mortgage
pass-through certificates, series 1994-9:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 affirmed at 'AAA';
     -- Class B-4 upgraded to 'AA+' from 'AA';
     -- Class B-5 upgraded to 'A+' from 'A'.

Salomon Brothers Mortgage Securities VII, Inc., mortgage
pass-through certificates, series 1996-2:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 affirmed at 'AAA';
     -- Class B-4 upgraded to 'AAA' from 'A+';
     -- Class B-5 upgraded to 'AAA' from 'BBB+'.

Salomon Brothers Mortgage Securities VII, Inc., mortgage
pass-through certificates, series 1997-HUD1:

     -- Class A affirmed at 'AAA';
     -- Class B-1 upgraded to 'AAA' from 'AA';
     -- Class B-2 upgraded to 'A+' from 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 downgraded to 'CC' from 'CCC'.

Salomon Brothers Mortgage Securities VII, Inc., mortgage
pass-through certificates, series 1997-HUD2:

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

Salomon Brothers Mortgage Securities VII, Inc., mortgage
pass-through certificates, series 1999-2 Group 1:

     -- Class A1 affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 upgraded to 'AAA' from 'AA+';
     -- Class B-4 upgraded to 'AA' from 'A+';
     -- Class B-5 upgraded to 'A' from 'BBB'.

Salomon Brothers Mortgage Securities VII, Inc., mortgage
pass-through certificates, series 1999-2 Group 2:

     -- Class A2 affirmed at 'AAA'.

Salomon Brothers Mortgage Securities VII, Inc., mortgage
pass-through certificates, series 2000-BofA1:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 affirmed at 'AAA';
     -- Class B-4 affirmed at 'AAA';
     -- Class B-5 affirmed at 'A+'.

Salomon Brothers Mortgage Securities VII, Inc., mortgage
pass-through certificates, series 2003-NBC1 Group 1:

     -- Class AV1 affirmed at 'AAA';
     -- Class BV-1 upgraded to 'AAA' from 'AA';
     -- Class BV-2 upgraded to 'AAA' from 'A';
     -- Class BV-3 upgraded to 'AA' from 'BBB';
     -- Class BV-4 upgraded to 'A' from 'BB';
     -- Class BV-5 upgraded to 'B+' from 'B'.

Salomon Brothers Mortgage Securities VII, Inc., mortgage
pass-through certificates, series 2003-NBC1 Group 2:

     -- Class AV2 affirmed at 'AAA'.

Salomon Brothers Mortgage Securities VII, Inc., mortgage
pass-through certificates, series 2003-NBC1 Group 3:

     -- Class AV3 affirmed at 'AAA'.

Salomon Brothers Mortgage Securities VII, Inc., mortgage
pass-through certificates, series 2003-NBC1 Group 4:

     -- Class AV4 affirmed at 'AAA'.

Salomon Brothers Mortgage Securities VII, Inc., mortgage pass-
through certificates, series 2003-NBC1 Group 5:


     -- Class AF affirmed at 'AAA';
     -- Class BF-1 upgraded to 'AAA' from 'AA';
     -- Class BF-2 upgraded to 'AA' from 'A';
     -- Class BF-3 upgraded to 'BBB+' from 'BBB';
     -- Class BF-4 affirmed at 'BB';
     -- Class BF-5 affirmed at 'B'.

The upgrades, affecting $87,894,715 of outstanding certificates,
are being taken as a result of low delinquencies and losses, as
well as significantly increased credit support levels.  The
affirmations, affecting over $354,181,273 of certificates, are due
to stable collateral performance and moderate growth in credit
enhancement -- CE.

The pools are seasoned from a range of 19 to 134 months.  The pool
factors (current principal balance as a percentage of original)
range from approximately .01% to 44% outstanding.

The negative rating action on series 1997-HUD1, class B-4 affects
$7,365,780 of total certificates, and reflects the decreased
credit enhancement available to offset the potential losses from
the increasing delinquency pipeline.  As of the October 2004
distribution, there are 1,435 mortgage loans remaining, nearly 19%
(271) of which are non-performing.

The 90+ delinquencies represent 12.62% of the mortgage pool, and
foreclosures and real estate owned -- REO -- represent 2.66% and
0.85%, respectively.  The transaction is collateralized by
20 to 30 year fixed-rate seasoned mortgage loans.  Substantially
all of the mortgage loans have defaulted in the past and are
reperforming mortgage loans.

The mortgage loans were acquired from the United States Department
of Housing and Urban Development -- HUD.  The goal of HUD was to
make mortgage credit readily available to American home buyers,
particularly those with low or moderate income.


SBA COMMS: 76% of Senior Noteholders Agree to Amend Indenture
-------------------------------------------------------------
SBA Communications Corporation (Nasdaq: SBAC) disclosed that
pursuant to its cash tender offer and consent solicitation for any
and all of its $236,526,000 outstanding principal amount of
10-1/4% Senior Notes Due 2009, it has received the consents
necessary to adopt certain proposed amendments to the indenture
under which the Notes were issued, which will eliminate
substantially all of the restrictive covenants, the merger and
consolidation covenant and certain events of default.

Adoption of the proposed amendments requires the consent of
holders of at least 51% of the aggregate principal amount of
outstanding Notes.  As of 5:00 p.m., New York City time, on
November 30, 2004, holders of approximately 76% of Notes have
tendered Notes and consented to the proposed amendments.

The proposed amendments will become operative when payment is made
for tendered Notes, which is expected to be promptly after the
expiration of the Offer and Consent Solicitation.  The Offer and
Consent Solicitation are currently scheduled to expire at 12:00
midnight, New York City time, on Dec. 14, 2004, unless extended.

The Company has also extended the consent expiration date
applicable to the Offer and Consent Solicitation to 5:00 p.m., New
York City time, on Dec. 2, 2004.  Holders who validly tender their
Notes on or prior to the Consent Date will receive the total
consideration of $1,060.75, consisting of:

     (i) the tender offer consideration of $1,050.75 and

    (ii) the consent premium of $10.00, per $1,000 principal
         amount of Notes (if the notes are accepted for payment).

Holders who validly tender their Notes after the Consent Date but
on or prior to the Expiration Date will receive the tender offer
consideration of $1,050.75 per $1,000 principal amount of Notes
(if the notes are accepted for payment).  In either case, holders
who validly tender their Notes also will be paid accrued and
unpaid interest up to, but not including, the date of payment for
their Notes (if the notes are accepted for payment).  The Offer
and Consent Solicitation are subject to the satisfaction of
certain conditions, including consummation of the required
financing, as well as other customary conditions.

SBA has engaged Deutsche Bank Securities, Inc., to act as dealer
manager and solicitation agent in connection with the Offer and
Consent Solicitation.  Questions regarding the Offer and Consent
Solicitation may be directed to:

               Deutsche Bank Securities Inc.
               High Yield Capital Markets
               Tel. No. (212) 250-5655
               Attn: Alexandra Barth

Requests for documentation may be directed to D.F. King & Co.,
Inc., the information agent for the Offer and Consent
Solicitation, by telephone at (800) 431-9643 (toll-free) or (212)
269-5550 (for Banks and Brokers).

                        About the Company

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

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


SOLA INTL: S&P Revises Outlook on BB- Rating to Negative
--------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook of SOLA
International, Inc., to negative from stable and affirmed the 'BB-
' corporate credit rating on the company.  The outlook revision
reflects our heightened concern that SOLA will be unable to comply
with Section 404 of the Sarbanes-Oxley Act by March 31, 2005, the
company's fiscal year-end.  Section 404 mandates that a company's
auditor identify "any material internal control weakness" in
attesting to whether management has sufficient operational command
to produce reliable and compliant financial reports.  SOLA's
external auditors have identified internal control deficiencies.

"Although SOLA has taken various steps to improve these internal
controls by hiring accounting staff and outside consultants,
implementing more rigorous documentation, and creating audit
checklists for controllers in its countries of operation, such a
comprehensive overhaul of the company's procedures is daunting,"
said Standard & Poor's credit analyst Cheryl Richer.  "Management
believes its disclosure controls and procedures are not yet
effective."

The company's inability to meet the deadline could trigger a chain
reaction, as cited in its Sept. 30, 2004, 10Q filing with the SEC,
starting with its inability to obtain an unqualified opinion from
its independent accounting firm.  This could limit the company's
access to capital and cause SOLA to breach its debt covenants.

Standard & Poor's believes that SOLA will have a better assessment
of its progress and additional feedback from its auditors at the
end of the third quarter -- Dec. 30, 2004.

SOLA International's ratings reflect the company's operating
concentration in eyeglass lenses, a well-penetrated, mature, and
innovative industry that faces challenges from large competitors
as well as other forms of vision correction.  The company is
expanding its prescription laboratory network, which now
contributes a material portion of sales, through a series of
modest-sized acquisitions.  Prescription labs provide SOLA with
more control over its product and distribution channels to end-
users.  Still, barriers to entry in this business are relatively
low.  While these risks contribute to a below average business
profile, SOLA benefits from a meaningful global market share
(according to the company, it holds a No. 2 position in lens
sales), financial parameters that are strong for the rating, and
adequate liquidity.

San Diego, California-based SOLA makes plastic and glass spectacle
lenses and holds a leading manufacturing and technology position
in the growing plastic lens segment of the market.  The company
generates more than $650 million of annual sales from operations
in North America (42%), Europe (40%), and other international
locations.  Whereas SOLA is believed to supply nearly 20% of the
world market, Essilor International of France and Hoya Corp. of
Japan are strong competitors; the remaining providers are
considerably fragmented.


SOLUTIA INC: European Subsidiary Amends Fiscal Agency Agreement
---------------------------------------------------------------
Solutia Europe, SA/NV, Solutia, Inc. subsidiary, entered into
Amendment No. 1 to the Fiscal Agency Agreement and Terms and
Conditions of Notes, thereby successfully amending its 10.00%
Senior Secured Euro Notes due 2008.  The Amendment allows for a
sale of Solutia Europe's Pharmaceutical Services business, which
includes the businesses now conducted by two Swiss subsidiaries,
on or before September 1, 2005.

As of December 31, 2003, the Pharmaceuticals Services business
accounted for roughly 2% of the annual revenue of Solutia, Inc.,
and is forecasted to continue to account for 2% of the 2004 annual
revenue of Solutia, Inc.  Solutia Europe is actively pursuing the
sale of its Pharmaceutical Services business.  However, while
amending the Euro Notes removes one contractual impediment to a
sale, there is no assurance that a sale will occur.  Upon the
closing of a sale, Solutia Europe is required to redeem the Euro
Notes with at least 95% of the Net Cash Proceeds actually received
from the sale at a redemption price of 109% of the principal
amount of Euro Notes so redeemed.

Solutia Europe also entered into an Agreement of Understanding and
Waivers with members of the Ad-Hoc Committee of the holders of the
Euro Notes that sets forth, among other items, the process for
implementing the amendments, waivers, releases, terminations or
modifications to the Collateral Documents necessary to release the
security interests that the Collateral Agent holds on the Euro
Note bondholders' behalf in connection with the consummation of a
sale of the Pharmaceuticals Services business.

A full-text copy of the Amendment No. 1 to the Fiscal Agency
Agreement is available for free at the Securities and Exchange
Commission at:


http://www.sec.gov/Archives/edgar/data/1043382/000106880004000650/ex99p1.txt

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


STELCO INC: GMP Securities Won't Pursue "Stalking Horse" Bid
------------------------------------------------------------
GMP Securities Ltd. says its deserting its plans to restructure
and refinance Stelco, Inc., (STE-TSX) after Deutsche Bank's
"stalking horse" commitment was approved by the Supreme Court of
Justice (Ontario).

"In a letter to Stelco, Inc., management dated November 30, 2004,
GMP Securities indicated that we do not foresee further
participation in the capital process underway at Stelco," said
Harris Fricker, Managing Director, Investment Banking.  "At this
time, we have no further plans to pursue a bid to restructure
Stelco."

As reported in the Troubled Company Reporter on Dec. 1, 2004, the
Court noted that the Deutsche Bank proposal had been reviewed and
recommended by a number of parties including the Company's Board,
its independent Board Restructuring Committee, management,
bondholders plus the Court-appointed Monitor, Chief Restructuring
Officer and UBS.

Courtney Pratt, Stelco's President and Chief Executive Officer,
said, "We welcome these decisions and believe they will benefit
all of our stakeholders.  We now have an opening bid that will
serve as a benchmark against which other offers can be evaluated
in an open, vigorous and competitive process.  The Deutsche Bank
commitment will stand or fall on its own merit.  We're not making
any foregone conclusions or assumptions about the outcome of this
process.

                      About GMP Capital Corp.

GMP Capital Corp. (GMP-TSX), through its wholly owned subsidiary,
GMP Securities Ltd., is a leading independent Canadian investment
dealer focused on investment banking and institutional equities
for corporate clients and institutional investors.  The company
has offices in Toronto, Calgary, Montreal and Geneva, Switzerland.
The recently launched GMP Private Client division is a
full-service investment firm serving the needs of the affluent
Canadian investor.  GMP Capital Corp. is listed on the Toronto
Stock Exchange (GMP).  The corporate web site is
http://www.gmpcapitalcorp.com/

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.


TCW LEVERAGED: DDD-Rated Senior Secured Notes Paid in Full
----------------------------------------------------------
Fitch Ratings changes the senior secured notes to paid in full -
from 'DDD' for TCW Leveraged Income Trust, L.P.  These rating
action is effective immediately:

     -- Senior secured notes change to PIF from 'DDD'.

TCW, a market value collateralized debt obligation -- CDO -- that
closed on March 26, 1997, is managed by TCW Investment Management
Company.

The senior secured notes originally comprised $150 million of
senior secured fixed-rate notes and $50 million of senior secured
floating-rate notes (together, the senior secured notes).

On Nov. 30, 2004, TCW made a principal paydown of $10,550,000 plus
accrued interest of $55,182 in accordance with the terms of the
agreement regarding forbearance and acceleration, which
represented the final distribution due to the senior secured
notes.

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


TENET HEALTHCARE: Subsidiary Completes Med. Center Sale to Midway
-----------------------------------------------------------------
Tenet Healthcare Corporation (NYSE:THC) disclosed that a company
subsidiary has completed the sale of 225-bed Midway Hospital
Medical Center in Los Angeles to Physicians of Midway, Inc.

Net after-tax proceeds, including the liquidation of working
capital, are estimated to be approximately $12 million.  The
company expects to use the proceeds for general corporate
purposes.

Midway Hospital Medical Center is one of 27 hospitals Tenet
announced it was divesting on Jan. 28, 2004.  With Wednesday's
announcement, Tenet has completed the divestiture of 11 of the
27 facilities and has entered into definitive agreements to divest
an additional 10 hospitals.  Discussions and negotiations with
potential buyers for the remaining six hospitals slated for
divestiture are ongoing.

                        About the Company

Tenet Healthcare Corporation, through its subsidiaries, owns and
operates acute care hospitals and related health care services.
Tenet's hospitals aim to provide the best possible care to every
patient who comes through their doors, with a clear focus on
quality and service.  Tenet can be found on the World Wide Web at
http://www.tenethealth.com/

                         *     *     *

As reported in the Troubled Company Reporter on June 21, 2004,
Standard & Poor's Ratings Services said that the ratings and
outlook on Tenet Healthcare Corp. (B/Negative/--) will not be
affected by an increase in the size of the company's new senior
unsecured note issue due in 2014, to $1 billion from $500 million.


TEXAS GENCO: S&P Rates Proposed $1.125B Senior Unsecured Notes B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Texas Genco LLC's proposed $1.125 billion senior unsecured notes
due 2014, and withdrew its 'B+' rating on the company's proposed
second lien notes which are no longer being issued.  At the same
time, Standard & Poor's affirmed its 'BB-' issuer credit rating on
Texas Genco LLC and its 'BB' rating and '1' recovery rating on
Texas Genco LLC's proposed $1.625 billion term loan B (upsized
from $1.375 billion) and $325 million revolving credit facility.
The outlook is stable.

Texas Genco LLC is the new name of the former GC Power Acquisition
LLC.  In July, GC Power announced its intent to purchase Texas
Genco Holdings, Inc., from CenterPoint Energy, Inc.  GC Power was
a newly formed entity owned in equal parts by affiliates of The
Blackstone Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts
& Co. L.P. and Texas Pacific Group.

The rating actions come as the company announced changes to its
proposed capital structure, eliminating the $1.375 billion second
lien notes, and instead proposing the senior unsecured notes and
loan, and allocating $250 million to the term loan B, increasing
its total from $1.375 billion to $1.625 billion.  There is no
change to the total proposed amount of debt; however, the proposal
would increase the company's floating rate exposure from 50% to
about 59% of total funded debt.

"Despite the increase in first lien debt, Standard & Poor's
continues to believe there is a high likelihood of 100% recovery
for the debt," said credit analyst Scott Taylor.  "Any additional
first lien debt, however, would likely result in Standard & Poor's
lowering its recovery rating to '2', which would also result in
its lowering the rating to a level equal to the issuer credit
rating, or 'BB-'."

The 'B' rating on the unsecured notes is two notches below the
issuer credit rating.  This reflects the lack of a security
interest and the magnitude of debt that would be ahead of the
unsecured holders in a bankruptcy scenario, which results in weak
prospects for recovery in a bankruptcy scenario.


TRAILER BRIDGE: Closes $85 Million Senior Secured Debt Offering
---------------------------------------------------------------
Trailer Bridge, Inc., (NASDAQ: TRBR) had closed its offering of
$85 million in aggregate principal amount of 9.25% senior secured
notes, which mature in 2011.  Interest on the Notes will be
payable semiannually on May 15th and November 15th of each year,
beginning on May 15, 2005.  The Notes are secured by a first
priority lien on two roll-on, roll-off vessels, 53' intermodal
equipment and real estate.

Trailer Bridge utilized net proceeds of approximately
$81.5 million to fund the purchase price for all of the
outstanding stock of Kadampanattu Corp. and to retire certain
indebtedness of K. Corp.  Also, a portion of the proceeds were
used to retire certain indebtedness of Trailer Bridge, to acquire
certain containers and chassis that were previously leased to the
Company and utilized in its operations and for working capital.
K. Corp. previously owned and leased to Trailer Bridge two
triple-deck roll-on, roll-off barges for $7.3 million per year and
held $24 million of Trailer Bridge preferred stock that has been
cancelled.

The Notes were sold to qualified institutional buyers under Rule
144A under the Securities Act of 1933, as amended, or to
institutional accredited investors within the meaning of Rule
501(a)(1), (2), (3) or (7) of the Securities Act.  The Notes have
not been registered under the Securities Act, and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.

John D. McCown, Chairman & CEO, stated, "The acquisition of these
assets and the related financing are outstanding, transforming
events for Trailer Bridge.  The net effect is that our fixed cash
expenses have decreased by approximately $5 million per year and
$2 million in annual preferred stock dividends have been
eliminated.  We are pleased to be closing on these accretive
transactions at the same time that our operations are continuing
to benefit from improving sector supply/demand dynamics."

                       About the Company

Trailer Bridge, Inc. -- http://www.trailerbridge.com/-- provides
integrated trucking and marine freight service to and from all
points in the lower 48 states and Puerto Rico, bringing
efficiency, service, security and environmental and safety
benefits to domestic cargo in that traffic lane.  This total
transportation system utilizes its own trucks, drivers, trailers,
containers and U.S. flag vessels to link the mainland with Puerto
Rico via marine facilities in Jacksonville and San Juan.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2004,
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Trailer Bridge Inc.  The rating outlook is
stable.  At the same time, Standard & Poor's assigned its 'B-'
senior secured debt rating to the shipping company's proposed
$80 million notes due in 2011, offered under Rule 144A with
registration rights.  Proceeds from the notes offering will be
used to acquire a special-purpose entity that leases the two
roll-on/roll-off -- RoRo -- vessels operated by Trailer Bridge and
containers currently operating in the Trailer Bridge fleet under
operating leases, and repay the current outstanding balance under
the company's bank facility.

Moody's Investors Service assigned a B3 to the company's proposed
$80 million senior secured notes, due 2011 with a stable outlook.


UNITED AIRLINES: Strike Ballots Mailed to United Flight Attendants
------------------------------------------------------------------
Strike authorization ballots were mailed to 21,000 flight
attendants at United Airlines, setting the stage for a potential
nationwide CHAOS(TM) strike should United or any other contracted
carrier abrogate its collective bargaining agreement with the
Association of Flight Attendants-CWA.

"From the start, United flight attendants have been fully engaged
in helping their employer achieve a successful reorganization,"
said Greg Davidowich, president of the AFA Master Executive
Council at United.  "With this vote, they are declaring under what
terms and conditions they are willing, or unwilling, to work."

Both United and US Airways have asked federal bankruptcy courts
for permission to walk away from their legally binding contracts
with their employees, end their retirement plans and slash medical
benefits for retirees.  Should they do so, AFA intends to engage
in CHAOS (Create Havoc Around Our System), the union's trademarked
program of intermittent work stoppages on flights, dates and
locations of its choice, with no advance notice.

Talks between AFA and the two major carriers to reach a consensual
agreement have been ongoing.

Ballots are being prepared for AFA members at ATA and Hawaiian as
well.  In the event of a strike, secondary activity may take place
at other carriers.

More than 46,000 flight attendants join together to form AFA, the
world's largest flight attendant union.  AFA is part of the
700,000 member strong Communications Workers of America, AFL-CIO.
Visit us at http://www.afanet.org/

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.


US AIRWAYS: Court Disagrees with Teamster on Rule 2004 Discovery
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 15, 2004, the
International Brotherhood of Teamsters asks Judge Stephen Mitchell
of the U.S. Bankruptcy Court for the Eastern District of Virginia
to compel US Airways, Inc., and Piedmont Airlines, Inc., to
produce documents, as requested in a subpoena duces tecum.

The Teamsters also wants Piedmont Airlines to submit to
examination.

                         Debtors Object

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
told Judge Mitchell that the International Brotherhood of
Teamsters is not entitled to Rule 2004 discovery because it is not
a "party-in-interest," a threshold requirement for seeking Rule
2004 discovery.  The Teamsters does not represent any of the
Debtors' employees who have been asked to make concessions in this
bankruptcy.  Even though Piedmont is a Debtor, there have been no
requests for concessions from Teamsters-represented employees.
The Teamsters has not been engaged in discussions on these
proceedings.

The Teamsters' request failed to provide any explanation for why
information has been requested or why it is needed for any matter
related to the Debtors' bankruptcy proceeding.  The Teamsters'
conclusory statements about the information it seeks merely
repeated the language of Rule 2004 and do not establish a basis
for discovery.  These deficiencies suggested that the Teamsters
lacked the necessary good cause for discovery, Mr. Leitch said.

Based on these shortcomings, Debtors Piedmont and US Airways asked
the Court to preclude the Teamsters from conducting discovery.

               Teamsters Insists It has Standing

William R. Wilder, Esq., at Baptiste & Wilder, in Washington,
D.C., asserted that the International Brotherhood of Teamsters has
standing to make a 2004 examination request.  The Teamsters is the
certified collective-bargaining representative of the employees of
Debtors PSA Airlines and Piedmont Airlines and is a creditor in
these cases.  The Teamsters' members will have claims against PSA
and Piedmont that are based on grievances and the Debtors' failure
to pay prepetition contributions to 401(k) plans.  Other bases for
claims may exist or arise in the future.

The Debtors may not have asked the Teamsters-represented employees
for concessions yet, but this is no guarantee it will not happen,
according to Mr. Wilder.  The Teamsters is being proactive because
the Debtors have not committed that they will leave the Teamsters
members' contracts untouched.  In the prior bankruptcy, the
Debtors negotiated concessions with Teamsters-represented groups
through 2003, after agreements had been reached with the mainline
employee groups.

                         *     *     *

Judge Mitchell disagrees with the Teamsters and denies the Union's
request.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

               * US Airways, Inc.,
               * Allegheny Airlines, Inc.,
               * Piedmont Airlines, Inc.,
               * PSA Airlines, Inc.,
               * MidAtlantic Airways, Inc.,
               * US Airways Leasing and Sales, Inc.,
               * Material Services Company, Inc., and
               * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
Nos. 72 & 73; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VERESTAR INC: FCC Gives Final Nod on $18.5 Million Acquisition
--------------------------------------------------------------
SES AMERICOM, an SES GLOBAL company (Euronext Paris; Luxembourg
and Frankfurt Stock Exchanges:SESG) has acquired Verestar Inc. for
a total cash consideration of $18.5 million, completing the
transaction that was announced in April 2004.  The final necessary
authority for the transaction was received in an order from the
FCC dated Nov. 19, 2004.  AMERICOM plans to fully integrate
operations of the Fairfax, Virginia-based company, including
people, teleport facilities and other assets that stretch from
Brewster, Washington to Leuk, Switzerland and from Singapore to
Alexandria, Virginia.

Romain Bausch, President and CEO of SES GLOBAL, commented, "The
benefits of the Verestar transaction will be reflected in
AMERICOM's financial performance and in the value we are creating
for SES shareholders.  In aggregate, this transaction contributes
directly to the achievement of our near-term and long-term
strategic objectives by strengthening our ability to deliver
managed solutions to government, enterprise and media customers."
7
"With the additional expertise and resources gained through the
Verestar acquisition, SES AMERICOM has significantly deepened its
technical resources and expanded its product lines and services.
The most notable operations impact of the acquisition is the
addition of four major teleports (Alexandria, Virginia, Brewster,
Washington, Holmdel, New Jersey, and Leuk, Switzerland) to the
AMERICOM network and a ten-fold increase in fiber connectivity
improving customer access to AMERICOM service platforms and the
entire SES fleet of satellites," said Andreas Georghiou, Senior
Vice President, Business Operations.

Robert Kisilywicz, SES AMERICOM's Senior Vice President of Finance
and Chief Financial Officer, said, "The market will see a stronger
AMERICOM operating company supporting the most important customer
groups in the industry.  Our unparalleled technical facilities,
superlative satellite fleet, strategically located teleports and
terrestrial connectivity will address the dynamic evolution of
customer applications and requirements."

At the same time, AMERICOM has both increased and refocused the
market-facing organizations affected by the acquisition:

   -- AMERICOM Government Services (AGS) will continue to be
      headquartered in Princeton, N.J., with offices in Tysons
      Corner, Va. and Hagerstown, Md., along with field personnel
      located across the U.S., dozens of earth stations on
      government premises, and service platforms for government
      use established at key teleports. The President and CEO of
      AGS is David Helfgott.

   -- SES AMERICOM Enterprise Solutions will have offices in
      Fairfax, Va., Princeton, N.J., Amersham, England, and
      Singapore.  The group delivers bandwidth solutions aimed at
      the established telecom and VSAT networking industry, plus
      managed solutions which include equipment, hub services,
      installation, maintenance, terrestrial and satellite
      connectivity targeted at corporate networks.  The managed
      solutions support disaster recovery, business continuity, IP
      content distribution and other data networking applications.
      The Senior Vice President and General Manager of Enterprise
      Solutions is Brent Bruun; in his prior role as the leader of
      Americom's Business Development efforts, Bruun lead the
      Verestar acquisition and integration.

   -- SES AMERICOM North American Media Services has teams based
      in Princeton, N.J. and Fairfax, Va. and a broadcast customer
      service group based at the Washington International Teleport
      in Alexandria, Va.  AMERICOM's Media Services group is
      focused on delivering fulltime and occasional services and
      platform solutions for the media and entertainment
      community, including radio and television broadcasters,
      cable programmers and cable operators.  The team is lead by
      Bryan McGuirk, Senior Vice President of North American Media
      Services.

David Helfgott, President and CEO of AGS, added, "Verestar's
people bring a depth of government knowledge and insight to the
AGS team.  The demands of the government market are growing
exponentially, and with these complementary talents and assets,
AGS is in the best position in the industry to deliver satellite
bandwidth-only services as well as the most complex network
solutions that might be required by civilian and defense agencies
and the contractors that support them."

              Background on the Verestar Acquisition

Since December 2003 Verestar has been operating under the
protection of the bankruptcy court.  In an auction conducted in
New York on Tuesday, March 30th, SES AMERICOM offered a successful
bid to acquire substantially all of Verestar's business and
operations, which was approved by the U.S. Bankruptcy Court for
the Southern District of New York in Manhattan.  Since the
beginning of April, SES AMERICOM has sought appropriate government
authorizations, including FCC approval to transfer Verestar's
communications licenses.  In September, the transaction was
approved by Swiss authorities.  With the receipt of all
governmental authorizations, a process that concluded on November
19 with an order from the U.S. Federal Communications Commission,
the transaction has been finalized.

                       About SES AMERICOM

The largest supplier of satellite services in the U.S., SES
AMERICOM, Inc., is recognized as a pioneer of global satellite
communications services for media, enterprise, and government.
Established in 1973 with its first satellite circuit for the U.S.
Department of Defense, the company currently operates a fleet of
16 spacecraft in orbital positions predominantly providing service
throughout the Americas.  As a member of the SES GLOBAL family,
SES AMERICOM is able to provide bandwidth for media content
distribution and end-to-end telecommunications solutions to any
region in the world.  In 2001, the company established AMERICOM
Government Services, a wholly owned subsidiary dedicated to
providing satellite-based communications solutions to both
civilian and defense agencies of the U.S. government.  In 2003,
SES AMERICOM formed WORLDSAT to market its international
satellites covering Asia and the Atlantic and Pacific Ocean
regions, and connecting premier regional satellite fleets.  With
its combined operations, SES AMERICOM serves broadcasters, cable
programmers, aeronautical and maritime communications integrators,
Internet service providers, mobile communications networks,
government agencies, educational institutions, carriers and secure
global data networks with efficient communication and content
distribution solutions.

Headquartered in Fairfax, Virginia, Verestar, Inc., --
http://www.verestar.com/-- is a provider of satellite and
terrestrial-based network communication services.  The Company and
two of its affiliates filed for chapter 11 protection on
December 22, 2003 (Bankr. S.D.N.Y. Case No. 03-18077).  Matthew
Allen Feldman, Esq., at Willkie Farr & Gallagher LLP represents
the Debtors.  When the Company filed for protection from its
creditors, it listed assets and debts of more than $100 million
each.


WESTPOINT STEVENS: Wants Exclusive Filing Period Stretched to Feb.
------------------------------------------------------------------
As previously reported, the United States Bankruptcy Court for the
Southern District of New York extended WestPoint Stevens, Inc. and
its debtor-affiliates ' Exclusive Periods subject to these
milestones:

           Date                     Milestone
           ----                     ---------
     September 28, 2004   Circulate Restructuring Term Sheet
      November 20, 2004   Circulate draft Plan of Reorganization
      November 30, 2004   Circulate draft Disclosure Statement

The Debtors have a 10-day grace period to complete each
milestone.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that as the current exclusivity period will expire
with only the circulation of a draft plan to their Creditor
Groups, the Debtors require an additional short 75-day extension
of their Exclusive Periods to negotiate and finalize their
Chapter 11 plan.

The Debtors ask the Court to further extend their:

    -- exclusive period to file a plan through February 15, 2005;
       and

    -- exclusive period to solicit acceptances of that plan
       through April 18, 2005.

Mr. Rapisardi asserts that the proposed extension is realistic
and necessary in light of the complex issues surrounding the
ultimate resolution of the Debtors' Chapter 11 cases.  The
Chapter 11 cases have reached an important crossroad with respect
to the future direction of the Debtors' business, which will have
an important impact on the Debtors' proposed Chapter 11 plan.
The Debtors have circulated a plan term sheet to the Creditor
Groups and have been engaged in active negotiations with the
First Lien Lenders on the terms of a Chapter 11 plan.  They have
also been working hard to respond to the First Lien Lenders'
voluminous requests for information to assist them in assessing
the Debtors' proposed term sheet.  To terminate exclusivity at
this critical juncture would only serve to distract the Debtors
and the Creditor Groups and lead to confusion among the Debtors'
customers and suppliers.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 33; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


* BOOK REVIEW: Wildcatters: A Story of Texans, Oil & Money
----------------------------------------------------------
Author:     Sally Helgesen
Publisher:  Beard Books
Paperback:  220 pages
List Price:  $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587982161/internetbankrupt

Following three generations of Texas oilmen, Wildcatters covers
the history of this field of business that had its beginnings in
the late 1800s.  Oil exploration, drilling, and refinement in
Texas has always had the image as a rough-and-tumble business
attracting the adventurous and bold.  Few know much about this
field beyond its somewhat mythic, larger-than-life image.

Helgesen does not spoil the image.  If anything, her book gives it
support by her portrayals of a number of men, and a few women
relations of theirs, of the different generations.  In those early
days of the oil industry in the United States, Texas was the "wild
cutting edge of the industry."  In those days before the big oil
companies such as Rockefeller's Standard Oil and later Exxon and
Mobil had gained control of the business, it was "open to any
white man who could hustle up the money for a rig, talk a farmer
into leasing the mineral rights to his land, and then maintain
enough optimism or pigheadedness to drill up his leasehold until
he either found oil or convinced himself that he had made a
mistake."  Helgesen's portrayal of the first generation of Texas
oilmen connotes their characteristic energy, enthusiasm, risk-
taking, and also their visions of success which were the basis for
the myth that grew up around them.

The ones who did tap into deposits of oil used the profits to buy
up new leases and founded a dynasty.  Monty Moncrief was one such
man. A good part of Wildcatters focuses on the life of Dick
Moncrief, Monty's grandson.  Helgesen sees a symmetry between the
first generation and the third generation of Texas oilmen.  The
second, or middle generation, was left mainly to the task of
overseeing the dynasties founded by their fathers.

[[[[This was in the middle decades of the 1900s.  The oil giants
such as Exxon and Mobil had looked abroad, mostly in the Middle
East, for vast deposits of oil they could develop by dealing with
an Arab sheik or regional tyrant instead of having to negotiate
with numbers of individual farmers and other landowners as they
had had to do in Texas in the first phases of the oil industry.
Besides, all the easy drilling for oil had been done in Texas.]]]]
With the giant oil companies supplying the U.S. from abroad with
all the oil it needed at low cost, the Texas oil business slowed
down. "The young bulls of the middle generation found no terrain
on which they might challenge the old bulls' achievements."
[[[[Thus this generation spent their time golfing and card-playing
at the country clubs and managing the real estate and other
investments their fathers had made with the fortunes they earned
from drilling for oil.]]]]

But circumstances changed for the third generation.  In 1973, the
cartel named Organization of Petroleum Exporting Countries (OPEC)
decided to raise the prices of their oil.  This suddenly made the
Texas oil fields competitive again, and also presented
opportunities for developing oil fields overseas.  Dick Moncrief
and other third-generation oilmen throughout Texas sprang into
action to pursue the opportunities that had unexpectedly opened up
for them.  Separated by decades in age from their pioneering
grandfathers and facing government bureaucratic regulations in the
oil industry, the third generation nonetheless showed something of
the same initiative, boldness, enterprise, and ambition as the
first generation.  By finding overlooked or underdeveloped oil
fields in foreign countries, forming partnerships with Mexico's
state-controlled oil industry, reviving Texas's moribund oil
business, and searching for new oil fields in the West, the
younger generation of Texas oilmen made their mark as their
grandfathers had.  Dick Moncrief was the behind-the-scenes
organizer of a plan to increase production at an Israeli oil field
and he sought new fields in the Rocky Mountains.

Wildcatters portrays representative Texas oilmen, and is a well-
woven narrative about this legendary sector of American business.
Beyond this, Helgesen sees the Texas oil business as exemplifying
and to some degree preserving the frontier spirit of overcoming
challenges with determination, ingenuity, confidence, and
optimism.  As she writes in her Preface, her experiences in Texas
in writing the book turned her into an "optimist in regard to the
American free enterprise system, and filled [her] with hope for
the future of this country."

Sally Helgesen works as a speaker and consultant in the areas of
leadership and workplace change.  She is the author of five books
in these areas, one of which, THE FEMALE ADVANTAGE - WOMEN'S DAY
OF LEADERSHIP, was cited in the Wall Street Journal as one of the
all-time best books on leadership.  Articles on her work have
appeared in Fortune and other leading business periodicals.


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.



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