TCR_Public/041206.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Monday, December 6, 2004, Vol. 8, No. 268

                          Headlines

ADVANCED MEDICAL: VISX Acquisition Cues Moody's to Affirm Ratings
ACA ABS: Fitch Affirms BB Rating on $3 Million Class C Notes
AMCAST INDUSTRIAL: Hires Thompson Hine as Bankruptcy Counsel
ANDROSCOGGIN ENERGY: Wants to Employ Osler as Canadian Counsel
ANIXTER INTL: Moody's Puts Ba3 Rating on $125M Convertible Notes

APPLIED EXTRUSION: Wants to Pay Prepetition Unsecured Claims
ATA AIRLINES: Committee Balks at Baker & Daniels as Lead Counsel
ATRIUM COS: S&P Cuts Credit Rating to B & Junks Senior Notes
BALLY TOTAL: Increases Initial Consent Fee to Sr. Noteholders
CANBRAS COMMUNICATIONS: Releases Third Quarter Financial Results

CATHOLIC: Portland Wants Tort Committee's Complaint Dismissed
CATHOLIC CHURCH: Court Rejects Portland Claimants' Ad Campaign
CLEMROSE PROPERTIES: Case Summary & Largest Unsecured Creditor
COOPER-STANDARD: Moody's Assigns Low-B Ratings to Debts
CSFB MORTGAGE: S&P Places Low-B Ratings on 12 Certificate Classes

CSFB MORTGAGE: S&P Holds Single-B Ratings on Cert. Classes F & G
DII/KBR: Judge Fitzgerald Approves AIG & Lehman Settlement Pacts
DII/KBR: Halliburton Says Plan Ready to Take Effect Dec. 31
DLJ COMMERCIAL: Moody's Holds Ba2 Rating on $31M Class B-4 Certs.
ENDURANCE SPECIALTY: Aon Sells 9.8 Million Shares to Goldman Sachs

ENRON: Bankr. Court Assumes Jurisdiction in Sierra Dispute
EXECUTIVE JET: Case Summary & 20 Largest Unsecured Creditors
EXIDE TECHNOLOGIES: George Soros Discloses 6.3% Equity Stake
FINE NUTRACEUTICALS: Case Summary & 11 Largest Unsecured Creditors
GRAHAM HOUSING: Moody's Slices Rating on Revenue Bonds to Ba3

GEO SPECIALTY: Judge Stern Approves Disclosure Statement
GORE MUTUAL: S&P Downgrades Ratings to BB based on Public Info
GROUPE BOCENOR: Discloses $3 Million Investment Program
HAIGHTS CROSS: Moody's Junks Proposed $20M Senior Unsecured Notes
HAIGHTS CROSS: S&P Junks $30 Million Rule 144A Senior Notes

HI-RISE RECYCLING: U.S. Trustee Appoints Four-Member Committee
HI-RISE: Has Until Dec. 14 to Make Lease-Related Decisions
IMPAC FUNDING: Fitch Puts Low-B & Junk Ratings to 7 Cert. Classes
INTEGRATED ELECTRICAL: Completes $4 Million Business Unit Sale
INTERSTATE BAKERIES: Wants More Time to Remove Actions & Lawsuits

ITSV INC: iPayment Counsel Removed Due to Conflict of Interest
IVACO INC: Closes Sale of Three Businesses to Heico Subsidiary
JACK RABBIT LINES: Case Summary & 20 Largest Unsecured Creditors
JACUZZI BRANDS: Donald Devine to Become CEO Effective Oct. 2005
JEUNIQUE INTERNATIONAL: Confirmation Hearing Continues on Dec. 9

METRIS MASTER: S&P Raises Secured Notes' Rating to AAA from B+
NORTHWOODS CAPITAL: Fitch Affirms BB Rating on Class VI Notes
OCWEN FEDERAL: Fitch Comments on Voluntary Dissolution Plans
ONSOURCE CORP: Sept. 30 Balance Sheet Upside-Down by $1.6 Million
OPBIZ LLC: S&P Assigns B- Rating to $496M Senior Secured Facility

OREGON ARENA: Judge Perris Confirms Fourth Amended Plan
PARK PLACE: Fitch Rates $64.5 Million Class M-10 Certificates BB+
PAYLESS SHOESOURCE: November Same-Store Sales Tumble 2.3%
PG&E NATIONAL: Noteholders Committee Dissolved as of Oct. 29
PRESTIGE BRANDS: Moody's Reviewing Ratings & May Upgrade

PRICELINE.COM: Purchases 100% Equity Stake in Travelweb LLC
QUIGLEY COMPANY: Dist. Ct. Frowns on Smorgasbord-Style Litigation
RELIANCE GROUP: Still Unable to File Financial Reports with SEC
RELIANCE GROUP: Taps Deloitte Tax as Tax Advisor
REMOTE DYNAMICS: Auditors Express Going Concern Doubt

SALTIRE INDUSTRIAL: Creditors Must File Proofs of Claim by Dec. 10
SALTIRE INDUSTRIAL: Committee Hires Lowenstein Sandler as Counsel
SCHENECTADY: Moody's Revises Outlook on Ba3 Rating to Positive
SCIENTIFIC GAMES: S&P Puts B Rating on $250M Sr. Sub. Debentures
SFBC INTL: Moody's Rates Proposed $160M Sr. Secured Facilities B2

SOUTHWEST HOSPITAL: Committee Hires Kilpatrick Stockton as Counsel
TECHNOLOGY SCIENCES: Case Summary & 8 Largest Unsecured Creditors
TECO ENERGY: Fitch Revises Outlook on Ratings to Stable
TECO ENERGY: S&P Says Frontera Sale Plan Won't Affect Ratings
THE GERMINSKY GROUP: Case Summary & 20 Largest Unsecured Creditors

UAL CORP: Wants Court to Decide on "Disguised" Financing Pact
UNIVERSAL CITY: S&P Assigns B Rating to $450 Million Senior Notes
US AIRWAYS: Reaches Tentative Pact with Communications Workers
VAIL RESORTS: S&P Revises Outlook on Low-B Ratings to Stable
VOUGHT AIRCRAFT: S&P Rates Proposed $650 Mil. Senior Facility B+

WEIRTON STEEL: Court Extends Claims Objection Deadline to Dec. 13
WESTPOINT STEVENS: Extends Lease Decision Deadline to June 30
WESTPOINT STEVENS: Has Until Jan. 20 to File a Chapter 11 Plan

* Mintz Levin Welcomes John R. Higham in Boston Office
* Moody's Names Andrew Huddart New President for KMV Unit
* Ropes & Gray Adds Nine New Partners

* BOND PRICING: For the week of December 6 - December 10, 2004

                          *********

ADVANCED MEDICAL: VISX Acquisition Cues Moody's to Affirm Ratings
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Advanced Medical
Optics, Inc. -- AMO.  Moody's affirmed the B1 Senior Implied
Rating, the B1 ratings for the senior secured credit facilities,
the B2 Senior Unsecured Issuer Rating, and the B3 convertible
notes rating.  The rating outlook for the company is stable.

The rating affirmation follows the company's announcement on
Nov. 9, 2004, that it had entered into an agreement to acquire
VISX, Incorporated for approximately $1.27 billion.  The purchase
price will consist of 0.552 shares of AMO stock and $3.50 in cash
for every share of VISX stock.

Moody's believes that the combination will be a good complementary
and strategic fit for AMO.  It will enable the company to
establish a strong position in the refractive surgery market, with
a leading worldwide installed base of lasers, and solidify
refractive offerings that include the company's existing
microkeratome and phakic intraocular lens products.

The combination will also diversify the company's business mix,
enabling the company to expand into a leadership position in a
third ophthalmic/eye care segment.  In addition, the company will
continue to gain scale and scope and will further strengthen its
position as a leading competitor, along with larger rivals Alcon
and Bausch & Lomb, in the ophthalmic surgical and eye care
markets.

AMO will finance the transaction conservatively, with only
$184 million of the $1.27 billion purchase price to be paid in
cash.  As a result, the company's leverage will actually decline.
Based on the quarter ended September 30, 2004, the annualized
adjusted free cash flow to adjusted debt (adjustments made for
operating leases) ratio was approximately 6%.

Coverage will improve to approximately 10% pro forma for the
transaction (based on AMO's quarter ended September 30, 2004
annualized results and VISX's twelve months ended September 30,
2004 results).  The calculation assumes that the cash portion of
the transaction will be funded with additional debt.  However, as
of September 30, 2004, the two companies had a combined cash
balance of $155 million.

Partly offsetting the positive credit consideration is Moody's
concern about the aggressive pace of the company's acquisition
program and integration risks.  VISX will be the second material
transaction AMO will be completing within a relatively short time
frame.  Moody's also notes the unsteady historical performance of
VISX as a credit concern.  VISX's recent performance trends have
been strong, and fundamentals for the refractive laser industry
have turned around.

However, due to the significant operating leverage of the
company's business, profitability can be significantly impacted by
an adverse change in economic conditions or a decline in procedure
volumes.  The potential impact on the combined entity, however,
should be more limited given its more diversified business mix as
compared to VISX as a stand-alone company.

The outlook for the company is stable.  If the company makes
significant progress in successfully integrating VISX, continues
to improve VISX's profitability and continues to reduce debt,
Moody's will consider upgrading the ratings.  Prior to taking any
action, Moody's will assess the potential for near term
acquisition activity and the likely effect such activity may have
on the company's credit profile.

Advanced Medical Optics, headquartered in Santa Ana, California,
is a global leader in the development, manufacturing and marketing
of ophthalmic surgical and contact lens care products.


ACA ABS: Fitch Affirms BB Rating on $3 Million Class C Notes
------------------------------------------------------------
Fitch Ratings affirms nine classes of notes issued by ACA ABS
2003-2 Ltd.  These affirmations are the result of Fitch's review
process and are effective immediately:

   -- $10,000,000 class A-1SW notes at 'AAA';
   -- $315,000,000 class A-1SU notes at 'AAA';
   -- $146,500,000 class A-1SD notes at 'AAA';
   -- $108,000,000 class A-1J notes at 'AAA';
   -- $51,000,000 class A2 notes at 'AA';
   -- $36,000,000 class A3 notes at 'A';
   -- $7,000,000 class BF notes at 'BBB';
   -- $15,000,000 class BV notes at 'BBB';
   -- $3,000,000 class C notes at 'BB'.

ACA 2003-2 is a collateralized debt obligation managed by ACA
Management, L.L.C., which closed Nov. 6, 2003.  ACA 2003-2 is
composed of residential mortgage-backed securities, consumer
asset-backed securities, commercial mortgage-backed securities,
and collateralized debt obligations.  Included in this review,
Fitch discussed the current state of the portfolio with the asset
manager and the portfolio management strategy.

Since closing, the collateral has continued to perform.  The
weighted average rating factor has stayed the same at 'BBB+/BBB'.
The senior overcollateralization, class A3 OC, class B OC, and
class C OC ratios have stayed the same since closing at 115.2%,
109.0%, 105.5%, and 105.1%, respectively.  As of the
Oct. 29, 2004, trustee report, ACA 2003-2 $725 million portfolio
contained no defaulted assets or assets rated 'BB+' or below.

The rating of the class A-1SW, class A-1SU, class A-1SD, class
A-1J, and class A2 notes addresses the likelihood that investors
will receive full and timely payments of interest, as per the
governing documents, as well as the stated balance of principal by
the legal final maturity date.  The ratings of the class A3, class
BF, class BV, and class D notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  In
addition, the class A-1SW notes also benefit from a financial
guaranty insurance policy issued by CDC IXIS Financial Guaranty
North America.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


AMCAST INDUSTRIAL: Hires Thompson Hine as Bankruptcy Counsel
------------------------------------------------------------
Amcast Industrial Corporation and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the
Southern District of Ohio, Dayton Division, to employ Thompson
Hine, LLP, as their counsel in their restructuring.

Thompson Hine will:

     a) advise the Debtors of their rights, powers and duties
        as debtors-in-possession in the continued operation of
        their businesses;

     b) advise and assist the Debtors in the preparation of all
        necessary applications, motions, pleadings, reports and
        other legal papers required in connection with the
        administration of the chapter 11 estates;

     c) represent the Debtors in certain contested matters or
        adversary proceedings commenced by or against the
        Debtors;

     d) assist the Debtors in negotiating a plan of
        reorganization with their creditors and to perform
        all legal services necessary to obtain creditor
        approval, confirmation and plan implementation; and

     e) perform other legal services for the Debtors, as
        debtors-in-possession which may be necessary herein.

The Firm's professionals will bill the Debtors at their current
hourly rates:

              Professional            Billing Rate
              ------------            ------------
            Alan R. Lepene                $475
            Katherine D. Brandt           $400
            Joseph M. Rigot               $330
            Louis F. Solimine             $325
            David A. Neuhardt             $325
            J. Wray Blattner              $295
            Lawrence T. Burick            $285
            Jeremy M. Campana             $160
            Jennifer L. Maffett           $150
            Other Partners            $275 to $500
            Other Associates          $150 to $250
            Paralegals                $100 to $150

Alan R. Lepene, Esq., at Thompson Hine, discloses that the Debtors
paid the Firm a $100,000 retainer, and $23,107 of that amount
remains.

To the best of the Debtors' knowledge, Thompson Hine is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

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


ANDROSCOGGIN ENERGY: Wants to Employ Osler as Canadian Counsel
--------------------------------------------------------------
Androscoggin Energy LLC seeks authority from the U.S. Bankruptcy
Court for the District of Maine, Bangor Division, to retain Osler,
Hoskin & Harcourt, LLP, as its special counsel.

The Debtor selects Osler Hoskin because of the Firm's experience
in complex matters involving Canadian commercial law and contracts
with Canadian counterparties since the Debtor's primary gas
suppliers and two of its three gas transporters are Canadian
entities.

Osler is expected to:

   a) provide insolvency, restructuring and other legal advice
      in relation to the Debtor's CCAA proceeding; and

   b) provide legal advice on other issues involving Canadian
      law, including but not limited to those concerning the
      Debtor's long-term, fixed-price gas supply contracts and
      its transportation contracts.

Steven Golick, Esq., at Osler Hoskin, discloses that his Firm
received an approximate US$50,000 retainer.  Osler Hoskin's
professionals will bill the Debtor at their current hourly rates:

                                 Hourly Billing Rate
      Professional              Cdn$              US$
      -------------             ---------------------
     Joseph Steiner             $700             $595
     Steven Golick              $625             $532
     Nancy Roberts              $525             $446
     Natasha MacParland         $450             $382
     Law Clerks                 $75 to $375      $63 to $318
     Students                   $175             $118

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

Headquartered in Boston, Massachusetts, Androscoggin Energy LLC,
owns, operates, and maintains an approximately 150-megawatt,
natural gas-fired cogeneration facility in Jay, Maine.  The
Company filed for chapter 11 protection on November 26, 2004
(Bankr. D. Me. Case No. 04-12221).  Michael A. Fagone, Esq.,
at Bernstein, Shur, Sawyer & Nelson represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed total assets of
$207,000,000 and total debts of $157,000,000.


ANIXTER INTL: Moody's Puts Ba3 Rating on $125M Convertible Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Anixter
International Inc.'s $125 million zero coupon convertible notes,
due 2033.  Moody's also affirmed the Ba3 rating on Anixter's 7%
LYON's notes and 3.25% LYON's notes, and its Ba1 senior implied
rating.  The outlook is stable.

The zero coupon convertible notes will be exchanged for Anixter's
existing 3.25% LYON's notes and the rating on the 3.25% notes will
be withdrawn when the offer is complete and all the 3.25% notes
are exchanged.

The ratings assignment and affirmation recognize Anixter's thin
margins, relatively high-adjusted leverage, history of
acquisitions and share repurchases, and current share repurchase
program.  However, the ratings also incorporate the company's
large and diversified customer base, good supplier relationships,
and geographic reach, as well as its relatively low leverage,
strong interest coverage, reasonable liquidity, and good asset
coverage.

The ratings reflect the recent improvement in operating
performance over the past couple of quarters but also recognize
that operating margins remain relatively thin and below historic
levels.  In addition, over the last 12 months debt levels have
moved slightly higher in order to fund negative free cash flows.

The ratings are supported by the breadth of Anixter's revenue base
in which no single customer accounts for more than 3% of total
sales, the geographic reach of its distribution network that
reaches over 42 countries, and diverse list of suppliers.  The
ratings also reflect Anixter's low leverage and good coverage as
the company has reduced debt by approximately $200 million since
the end of the first quarter 2001.

In early 2001, Anixter's revenues began to decline considerably
due in large part to the decline in customer capital spending,
particularly in the telecommunication sector.  By the end of 2002,
revenues had fallen by approximately $1.0 billion from a high of
$3.5 billion in 2000 and operating margins declined to 3.5% from
5.4% in 2000 due in part to increased competition and a decline in
overall capital spending by customers.  However, since early 2004,
revenue and operating margins, excluding the impact of
acquisitions, have been steadily improving.  When acquisitions are
incorporated, revenues almost matched year 2000 levels based on a
run rate for the second and third quarters of 2004.  Operating
margins also improved to approximately 4.1% on an LTM basis as of
October 1, 2004, although operating profits still remained below
previous levels, due in part to business mix.

Anixter's free cash flow was also negative for the twelve month
period ended October 1, 2004, due to additional working capital
requirements associated with higher sales levels, the acquisition
of Distribution Dynamics, Inc. -- DDI, and a one-time special
dividend to shareholders.  As a result, adjusted debt has
increased to approximately $436 million, including the accounts
receivables financing (A/R), producing adjusted leverage of about
2.93x.  Conversely, interest costs actually declined even though
debt increased due to a higher mix of lower cost A/R and bank
debt, resulting in EBITDA coverage of gross interest of about 12x.
However, after incorporating average annual rent expense of
approximately $50 million, on an eight-time basis, leverage on an
adjusted basis was about 4.2x and coverage was approximately 3.2x.

Despite these increased borrowing needs over the last twelve
months, Moody's views the company's current liquidity as adequate.
As of October 1, 2004, approximately $196 million was available
under the revolver at Anixter, Inc., after incorporating covenant
restrictions, of which $42 million was available to pay inter-
company liabilities and $179 million that could be used to pay
dividends to Anixter.  There was also approximately $42 million
available under the accounts receivable securitization program --
A/R facility.  With limited balance sheet cash the bank facility
will remain the company's primary source of liquidity.

The stable ratings outlook reflects our expectation that operating
performance will steadily improve over the near term, operating
margins will at least remain at current levels, leverage will
remain low, and liquidity will stay reasonable.  Going forward we
also believe that share repurchases will be minimal and
acquisitions, if they occur, will be small "tuck-ins".  Factors
that could negatively impact the ratings and outlook would be
deterioration in credit metrics or liquidity caused by a decline
in revenues or operating margins, or a sizeable debt financed
acquisition.  However, a sustained improvement in sales and
improved operating margins that resulted in stronger credit
metrics and liquidity would likely result in an improved rating
and outlook.

Moody's also moved the senior unsecured issuer rating to Ba3, the
same rating as the senior unsecured zero coupon notes, in order to
re-align the issuer rating with the appropriate class of
securities.

Anixter International, Inc., located in Glenview, Illinois, is a
leading global distributor of data, voice, video and security
network communication products.


APPLIED EXTRUSION: Wants to Pay Prepetition Unsecured Claims
------------------------------------------------------------
Applied Extrusion Technologies, Inc., and its debtor-affiliate ask
the U.S. Bankruptcy Court for the District of Delaware for
authority to pay prepetition general unsecured claims in the
ordinary course of their businesses.  The Debtors estimate they
owe these creditors $20,000,000.

The Debtors believe that a smooth transition into and through the
chapter 11 process will preserve the value of their businesses.
They stress that payment in full of all non-contingent,
liquidated, undisputed unsecured prepetition claims are critical
to the continued operation of their estates.

Headquartered in New Castle, Delaware, Applied Extrusion
Technologies, Inc. -- http://www.aetfilms.com/ -- develops &
manufactures specialized oriented polypropylene 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.


ATA AIRLINES: Committee Balks at Baker & Daniels as Lead Counsel
----------------------------------------------------------------
To recall, ATA Airlines and its debtor-affiliates seek the United
States Bankruptcy Court for the Southern District of Indiana's
authority to employ Baker & Daniels as their lead attorneys.

ATA Holdings Corp. Executive Vice-President and Chief
Restructuring Officer Gilbert F. Viets relates that the Debtors
selected Baker & Daniels as counsel because of its considerable
experience in bankruptcy matters.  Moreover, Baker & Daniels has
represented the Debtors in the ordinary course of their businesses
on a wide variety of matters for several years before the Petition
Date.

                   Creditors Committee Objects

The Official Committee of Unsecured Creditors has reviewed the
Application and supporting documentation filed by Baker &
Daniels, Sommer Barnard Attorneys PC, Ponader & Associates, LLP,
Paul, Hastings, Janofsky & Walker, LLP, and Huron Consulting
Group, LLC,

However, the Creditors Committee lacked sufficient information to
determine whether payment made by the Debtors to the
Professionals prior to the Petition Date resulted in preferential
transfers pursuant to Section 547(b) of the Bankruptcy Code.

The Creditors Committee, therefore, drafted and delivered letters
to each of the Professionals, seeking more specific information
concerning services rendered and fees and expenses incurred by
each of the Professionals on behalf of the Debtors during the one-
year period prepetition.

The Creditors Committee received substantive responses to the
Letters from Baker & Daniels, Sommer Barnard, Ponader and Paul,
Hastings, and upon review, the Committee has determined that it
has no objection to the retention of Sommer Barnard, Ponader and
Paul, Hastings.

Although Baker & Daniels responded to the Letter initially, the
Committee requested additional information from Baker & Daniels
with respect to invoices submitted by Baker & Daniels to the
Debtors and payments made by the Debtors during September and
October 2004, which the Committee has not yet received.

According to Daniel H. Golden, Esq., at Akin Gump Strauss Hauer &
Feld, LLP, in New York, without the additional information, the
Creditors Committee is unable to determine whether Baker &
Daniels may have received preferential payments from the Debtors.

Section 327(a) disqualifies a professional employed by a debtor if
the professional hold or represent an interest adverse to the
estate.

Mr. Golden reminds the Court that the Third Circuit has held that
a "preferential transfer to [counsel] would constitute an actual
conflict of interest between counsel and the debtor, and would
require the firm's disqualification."

Hence, until the Creditors Committee has been provided with
sufficient information to determine whether the Debtors made
preferential payments to Baker & Daniels, the Creditors Committee
reserves its right to object to the employment of Baker & Daniels
by the Debtors.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations. Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case No. 04-19866, 04-19868
through 04-19874). Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATRIUM COS: S&P Cuts Credit Rating to B & Junks Senior Notes
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas, Texas-based Atrium Cos., Inc., to 'B' from 'B+'.
The outlook is stable.

At the same time, Standard & Poor's assigned its 'B' bank loan
rating and '4' recovery rating to Atrium's proposed first-lien
$50 million revolving credit facility and $325 million term loan
B, based on preliminary terms and conditions.  The 'B' rating is
the same as the corporate credit rating; this and the '4' recovery
rating indicate that bank lenders can expect marginal (25% to 50%)
recovery of principal in the event of default.

Standard & Poor's also assigned its 'CCC+' rating to the company's
proposed $125 million holding company senior unsecured discount
notes due 2012.  The notes are expected to accrue interest until
2008 when the interest will become payable in cash.  The notes
will be issued under rule 144a without registration rights.

"The rating downgrade reflects expectations that Atrium's very
aggressive debt leverage, combined with its acquisitive growth
strategy, will prevent credit measures from reaching, and being
sustained, at levels appropriate for the prior ratings, said
Standard & Poor's credit analyst Lisa Wright.

In addition, Standard & Poor's believes that raw-material cost
pressures and potentially weaker housing markets could present
greater risks for Atrium's future profitability.  Despite robust
construction and remodeling markets, Atrium has not reduced debt
as expected, keeping total debt to EBITDA, including capitalized
operating leases, above the mid-5x level.  With the proposed
refinancing, Atrium's total debt to EBITDA will initially increase
to above 6x.

The ratings on Atrium reflect the company's very high debt
leverage and aggressive acquisition strategy, which overshadow its
position as a leading low-cost manufacturer of aluminum and vinyl
windows and its substantial sales (about 40%) to the less-cyclical
replacement market.

Atrium plans to use the proceeds of the proposed bank loans and
notes to refinance its $200 million term loan B and $225 million
of senior subordinated notes as well as to pay related fees and
expenses.


BALLY TOTAL: Increases Initial Consent Fee to Sr. Noteholders
-------------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT) has increased
the fee payable to holders of its:

   -- 10-1/2% Senior Notes due 2011 and
   -- 9-7/8% Senior Subordinated Notes due 2007

who consent to waivers of defaults under the indentures governing
the notes in accordance with the requirements set forth in Bally's
Consent Solicitation Statements dated Nov. 15, 2004, and the
related Letters of Consent.  The Initial Consent Fee has been
increased to $5.00 (from $2.50) per $1,000 in principal amount of
10-1/2% Senior Notes due 2011 and 9-7/8% Senior Subordinated Notes
due 2007 with respect to which consents are timely received and
not revoked.  Any Additional Consent Fees payable in accordance
with Bally's Consent Solicitation Statements will remain at $2.50
per $1,000 in principal amount of notes with respect to which
consents are timely received and not revoked.

Bally has extended the Consent Date (as defined in Bally's Consent
Solicitation Statements) to 5:00 p.m., New York City time, on
Dec. 7, 2004.

The record date for determining noteholders eligible to submit
consents remains Nov. 18, 2004.  Noteholders who have previously
submitted Letters of Consent are not required to take any further
action in order to receive payment of the increased Initial
Consent Fee in the event the Requisite Consents are received and
the Initial Consent Fee becomes payable in accordance with the
terms of Bally's Consent Solicitation Statements.  Noteholders who
have not yet consented are asked to submit the previously
distributed Letters of Consent in order to consent and receive any
consent fees that may be paid by the Company, including the
increased Initial Consent Fee.

As previously announced, Bally has retained Deutsche Bank
Securities Inc. to serve as its solicitation agent and MacKenzie
Partners, Inc. to serve as the information agent and tabulation
agent for the consent solicitation.  Questions concerning the
terms of the consent solicitation should be directed to:

      Deutsche Bank Securities Inc.
      60 Wall Street
      2nd Floor
      New York, New York 10005
      Attn: Christopher White

The solicitation agent may be reached by telephone at (212) 250-
6008.  Requests for documents may be directed to:

      MacKenzie Partners, Inc.
      105 Madison Avenue
      New York, New York 10016
      Attn: Jeanne Carr or Simon Coope

The information agent and tabulation agent may be reached by
telephone at (212) 929-5500 (call collect) or (800) 322-2885
(toll-free).

This announcement is not an offer to purchase or sell, a
solicitation of an offer to purchase or sell or a solicitation of
consents with respect to any securities. The solicitation is being
made solely pursuant to Bally's Consent Solicitation Statements
and the related Letters of Consent, as amended hereby. Other than
as expressly set forth herein, this announcement is not a waiver
of any of the terms and conditions set forth in Bally's Consent
Solicitation Statements and the related Letters of Consent and is
subject thereto in all respects. Notwithstanding Bally's
solicitation of waivers, no assurance can be given that an event
of default under the indentures will not occur in the future.

                        About the Company

Bally Total Fitness is the largest and only nationwide commercial
operator of fitness centers, with approximately four million
members and 440 facilities located in 29 states, Mexico, Canada,
Korea, China and the Caribbean under the Bally Total Fitness(R),
Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally
Sports Clubs(R) and Sports Clubs of Canada(R) brands. With an
estimated 150 million annual visits to its clubs, Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2004,
Moody's Investors Service placed the ratings of Bally Total
Fitness Holding Corporation on review for possible downgrade
following Bally's announcement that the trustee under its senior
and subordinated note indentures informed the company that it will
send default notices to the company unless Bally commences consent
solicitations by November 15, 2004, and has either cured the
defaults or obtained the necessary waivers from the holders of a
majority of each series of notes by December 15, 2004. The
trustee has advised the company that it would begin notifying
noteholders of default in accordance with the indentures. Moody's
is concerned that an event of default under the indentures may be
triggered if Bally is unable to obtain the necessary waivers or
cure the default.

Moody's placed these ratings on review for possible downgrade:

   * $175 million Senior Secured Term Loan B Facility, due 2009,
     rated B2;

   * $100 million Senior Secured Revolving Credit Facility, due
     2008, rated B2;

   * $235 million 10.5% Senior Unsecured Notes, due 2011,
     rated B3;

   * $300 million 9.875% Senior Subordinated Notes, due 2007,
     rated Caa2;

   * Senior Implied, rated B3;

   * Senior Unsecured Issuer, rated Caa1.

As reported in the Troubled Company Reporter on Nov. 17, 2004,
Bally Total Fitness Holding Corporation (NYSE: BFT) commenced the
solicitation of consents to waivers of defaults from holders of
its 10-1/2% Senior Notes due 2011 and 9-7/8% Senior Subordinated
Notes due 2007 under the indentures governing the notes.

As reported in the Troubled Company Reporter on Nov. 5, 2004,
Standard & Poor's Ratings Services lowered its ratings on Chicago,
Illinois-based Bally Total Fitness Holding Corp., including its
corporate credit rating to 'CCC+' from 'B'.

In addition, Standard & Poor's revised the CreditWatch
implications to developing from negative. The fitness club
operator's total debt outstanding at March 31, 2004, was
$731.8 million.


CANBRAS COMMUNICATIONS: Releases Third Quarter Financial Results
----------------------------------------------------------------
Canbras Communications Corp. (NEX.CBC.H) released unaudited
results for the third quarter of 2004.   As the Corporation
completed the sale of all of its operations in December 2003 to
Horizon Cablevision do Brasil, S.A. pursuant to a share purchase
agreement, the Corporation's unaudited consolidated statements of
earnings for the third quarter of 2004 reflect only the winding up
activities of the Corporation.

On August 23, 2004, the Corporation made an initial distribution
to common shareholders, in the amount of $0.21 per common share
(or $11.6 million in the aggregate), of the proceeds received by
Canbras from the Sale Transaction.  Canbras had previously
estimated that the final distribution of net proceeds of the Sale
Transaction to shareholders would aggregate approximately $0.30
per share (or $16.5 million) assuming no unforeseen claims were
asserted against the Corporation.  On November 16, 2004, Canbras
announced that it had received a written notice from Horizon
asserting previously unforeseen claims for indemnification by
Canbras under the SPA.  The aggregate amount of claims asserted by
Horizon is Reais $57.6 million, or approximately $24.7 million.

Under the terms of the SPA, if Horizon desires to seek
indemnification from the Corporation, it is required to send
written notice thereof to the Corporation prior to December 19,
2004, describing the facts giving rise to the claim, the amount
(or a reasonable estimate of the likely amount) of the claim and
the provision of the SPA (or the schedules thereto) alleged to
have been breached.  Under the SPA, the Corporation's
indemnification obligations are limited to the balance of the
purchase price due under the SPA, which balance is represented by
the one-year promissory note due on December 19, 2004 in the
principal amount of $10.432 million, plus accrued interest thereon
at 10% per annum.  The Horizon notice states that it is a
preliminary list of claims, and that it is reserving its rights to
supplement, review, adjust and otherwise modify its list of claims
in accordance with the SPA.

As at this date, Canbras has not received sufficient information
to enable it to assess the validity of the claims nor the
propriety of any subsequent demand for indemnification under the
SPA in respect of such claims.  As a result, the Note and accrued
interest thereon are recorded on Canbras' interim consolidated
balance sheet at September 30, 2004 at their face value of $11.223
million and no provision for loss has been included in Canbras'
interim consolidated financial statements.  Although Canbras
intends to examine all such claims and, where appropriate, to
contest their validity or propriety or amount, at this time there
can be no assurance that the Corporation will not ultimately be
held to be contractually responsible for an amount of
indemnification that equals the entire amount of the Note and all
accrued interest due thereon.

If the Corporation is ultimately contractually responsible for
some or all of the indemnity claims asserted to date by Horizon
(or for future indemnity claims which may be validly asserted by
Horizon), then the amount of the final distribution of net
proceeds to shareholders will be reduced, and it is possible that
the amount of the final distribution to shareholders will not
include any amounts previously expected to be received by the
Corporation under the Note, representing approximately $0.21 per
share of the originally estimated final distribution of $0.30 per
share, and will be limited to cash on hand ($7.4 million at
September 30, 2004) less expenses incurred to the time of the
making of the final distribution, including overhead expenses,
expenses related to contesting and/or defending the claims for
indemnification asserted by Horizon and expenses associated with
collecting amounts due, if any, under the Note.

Canbras had also previously stated that the final distribution to
shareholders would be made in one or more instalments after the
receipt of the balance of the purchase price payable pursuant to
the Note, the satisfaction of all remaining liabilities of the
Corporation and the receipt by the Corporation of up-dated tax
clearance certificates.  Such distributions, together with all
aspects of the process of winding up Canbras, were expected to
have been completed by year-end 2005.  As a result of the receipt
of the notice from Horizon, the Corporation cannot at this time
predict the length of time that may be required to finally settle
any issues surrounding the asserted indemnity claims nor to
finally settle any of the lawsuits underlying any valid claims for
indemnification.  As a result, the Corporation cannot at this time
predict when the final distribution will be made nor when the
process of winding up Canbras will be completed but estimates that
these events will occur no sooner than year-end 2005.

Third Quarter Results

As at September 30, 2004, Canbras' shareholders' equity was
$17.9 million, down from $29.3 million at June 30, 2004.  This
decrease reflects the initial distribution to shareholders of
$11.6 million, partially offset by the third quarter earnings of
$183 thousand (comprised of accrued interest income of $330
thousand, foreign exchange gains and other income of $38 thousand
offset by $185 thousand of administrative expenses).

Canbras' cash and cash equivalents and the Note (including accrued
interest) as at September 30, 2004 were $7.4 million and $11.2
million respectively.  Cash and cash equivalents held by the
Corporation are being invested in high-grade money market
instruments.

Accounts payable and accrued liabilities of $779 thousand at the
end of the third quarter of 2004 represent mainly the provision
for estimated remaining costs of completing the Sale Transaction.
During the third quarter of 2004, accrued liabilities declined by
$75 thousand principally due to a previously foreseen and accrued
remaining cost of completing the Sale Transaction being realized
and paid in cash.

The earnings for the third quarter were $183 thousand.

Estimated Remaining Future Net Assets

Following the initial distribution to shareholders and assuming
that the Note and accrued interest will be collected in full and
that no unforeseen claims will be asserted against the
Corporation, the currently estimated remaining future net assets
of Canbras at December 31, 2005 are $16.5 million.  The currently
estimated remaining future net assets at December 31, 2005 have
not changed from the estimate made in connection with the
Corporation's second quarter results.  The difference between
shareholders' equity on the consolidated balance sheet at
September 30, 2004 and the estimated remaining future net assets
at December 31, 2005 is the deduction of estimated future net
costs from October 1, 2004 to December 31, 2005.  Such future net
costs are estimated at approximately $1.4 million comprised of
wind-up costs of approximately $1.8 million net of interest income
of approximately $0.4 million.  However, these estimated future
net costs exclude any amounts that may be required to contest
and/or defend the claims for indemnification asserted by Horizon
or to contest and/or defend and/or settle unforeseen claims
against the Corporation.  To the extent that the Corporation is
not wound-up by December 31, 2005, then it will continue to incur
overhead expenses at a rate estimated to be approximately $200 to
$250 thousand per quarter, excluding amounts that maybe required
to contest and/or defend and/or settle the claims for
indemnification asserted by Horizon or in relation to unforeseen
claims that may be asserted by others.  Interest income may not be
sufficient to cover all such expenses.

                        About the Company

Canbras, through the Canbras Group of companies, is a leading
broadband communications services provider in Brazil, offering
cable television, high speed Internet access and data transmission
services in Greater Sao Paulo and surrounding areas and the State
of Paran . Canbras Communications Corp.'s common shares are listed
on the Toronto Stock Exchange under the trading symbol CBC.


CATHOLIC: Portland Wants Tort Committee's Complaint Dismissed
-------------------------------------------------------------
The Archdiocese of Portland in Oregon asks the U.S. Bankruptcy
Court for the District of Oregon to dismiss, with prejudice, the
Complaint to determine the Archdiocese's interests in parish
property filed by the Tort Claimants Committee appointed in its
chapter 11 case.

Portland asserts that:

   -- the Tort Committee failed to join necessary parties or
      parties whose presence is required for just adjudication
      pursuant to Rules 7012(b)(7) and 7019 of the Federal Rules
      of Bankruptcy Procedure;

   -- the Tort Committee fails to state a claim upon which
      relief can be granted;

   -- the Court lacks subject matter jurisdiction over the Tort
      Committee's claims;

   -- the issue the Tort Committee raises is not ripe and is not
      of a sufficient immediacy and reality to warrant issuance
      of a declaratory judgment; and

   -- the adjudication of the Complaint could potentially
      entangle the Court in the interpretation of religious law
      in violation of the First Amendment and its Oregon
      counterpart, ORS 65.042, and other applicable non-
      bankruptcy law.

Portland insists that it holds the Disputed Property for others
under, among other things, the Code of Canon Law, restrictions by
and for others, and other applicable non-bankruptcy law.

Portland also seeks judgment against the Tort Committee for costs
and disbursements it incurred.

               Court Delays Deposition of Fr. Brown

The Tort Committee contacted Portland's counsel to say it wants
take a deposition of Fr. D. Bruce Brown with respect to the
proposed sale of a real property located at the Northwest corner
of S.E. Milwaukie Avenue and S.E. Center Street, in Portland.

Portland's counsel advised the Tort Committee that they weren't
aware of any issues related to the sale for which discovery would
be required.  Portland's counsel explained that the ownership of
the property was already an issue in the Adversary Proceeding and
there was no reason to begin to address that issue in connection
with the sale.

Portland offered to stipulate to a reasonable provision in any
order approving the sale, which would preserve all of the Tort
Committee's rights and Portland's defenses with respect to the
Property.  The proceeds of the sale will be held in trust until
the Court orders payment.

The parties weren't able to resolve their disagreement regarding
the deposition.

Howard M. Levine, Esq., at Sussman Shank, LLP, asserts that there
is no emergency requiring the deposition of Fr. Brown prior to the
sale of the Property.  According to Mr. Levine, the Tort
Committee's attempt to conduct piecemeal, repetitive discovery on
a property-by-property basis is inefficient, expensive and
burdensome.  The Tort Committee is anticipated to explore issues
in the deposition relating to Canon Law, the First Amendment,
church governance, matters subject to one or more privileges, and
other issues which are complex, fundamental to Portland's rights
and defenses and which should and will be addressed in an orderly
and measured fashion in the Adversary Proceeding.

Mr. Levine also notes that Portland is already the focus of
discovery on numerous fronts, including requests for production of
documents regarding almost every asset of Portland or 124 parishes
going back to 1842.

At Portland's request, Judge Perris issues a protective order
delaying the Tort Committee's deposition of Fr. Brown.

"The Debtor is not seeking to deny discovery to the Tort
Claimants Committee with respect to the Property," Mr. Levine
clarifies.  Portland wants the discovery with respect to the
Property to occur "in an orderly, efficient, and cost effective
manner, rather than on a piecemeal 'emergency,' limited time
notice and urgent basis."

Judge Perris directs Portland to file an affidavit stating that
after reasonable injury, it knows of no other person or entity
with an interest in the Property.

Judge Perris notes that any sale of the Property will be free and
clear of only the liens and interest specified in the notice of
the sale.  The sale proceeds will be impressed with all rights and
claims under Section 544(a)(3) of the Bankruptcy Code.  All
defenses with respect to the rights and claims are preserved.

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

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


CATHOLIC CHURCH: Court Rejects Portland Claimants' Ad Campaign
--------------------------------------------------------------
The Official Committee of Tort Claimants appointed in the
Archdiocese of Portland in Oregon's Chapter 11 case proposed a
claims bar date noticing program, dubbed a Victim Outreach Plan,
targeting Oregon and Southwest Washington to directly or
indirectly reach majority of the victims through family members
with the critical information of a pending claims bar date.

The Tort Committee believes its Outreach Plan is the best
opportunity to serve meaningful notice to silent victims and
would facilitate the establishment of a bar date for all future
claimants that reside in Oregon and Southwest Washington.

Alternatively, the Tort Committee asserts that the U.S.
Bankruptcy Court for the District of Oregon could use the
Outreach Plan as the first phase of an ongoing campaign.  Based
on the results, the campaign could be used to determine the level
of outreach required in additional regional markets previously
identified by Portland.

                     Victim Outreach Plan

The Tort Committee's proposed broad-based Victim Outreach Plan
involves print, television, and Internet media as well as direct
mail and collateral support materials directed at the primary and
secondary target audiences residing in Oregon and Southwest
Washington.  It also includes a comprehensive earned media
campaign that targets the four-state area of Oregon, Washington,
Idaho and California.  Earned media provides a relatively low
cost approach to reaching silent victims residing outside the
geographical scope of the paid media plan.

The goal of the Victim Outreach Plan is to reach out to those
silent victims to provide them with notice of their legal rights,
and to inform them that they must come forward before the Bar
Date or face discharge.

Albert N. Kennedy, Esq., at Tonkon Torp, LLP, in Portland,
Oregon, explains that the Victim Outreach Plan represents a
thorough evaluation of the situation and an understanding that
there exist other tort claimants who were sexually abused by
Portland clergy who have yet to come forward.  The Tort Committee
believes this is a reasonable and realistic approach to
satisfying the needs of all parties involved, and would allow
consideration of a Bar Date for all Oregon-based claimants.

The salient terms of the Victim Outreach Plan are:

(A) Communication Strategy

    Creative Materials have been developed to accomplish the goal
    of the Plan:

       (a) Three victim testimonial television spot concepts;

       (b) Three priest identification television spot concepts;

       (c) Three full-pledge priest identification newspaper ad
           concepts;

       (d) One informational brochure; and

       (e) One informational Web site.

(B) Target Audiences

    The Victim Outreach Plan targets:

       (a) Primary Audience -- Victims

           * Men ages 25 to 75;

           * Women ages 25 to 75;

           * Those who attended any institution that provided
             contact with Catholic clergy, including churches,
             hospitals, schools, residential care facilities,
             emergency shelters and penal institutions in Western
             Oregon; and

           * Those who currently reside in Oregon and Southwest
             Washington, based on information provided by
             Portland or have left the area but have family or
             friends that still reside in Oregon and Southwest
             Washington; and

       (b) Secondary Audience -- Victims' Families

           * Relatives of victims, defined as adults 18 and up;
             and

           * Currently reside in Oregon and Southwest Washington.

(C) Paid Media Strategy & Tactics

    Both television and newspaper coverage will be used
    throughout Oregon and Southwest Washington markets where
    victims currently reside, including Albany, Ashland, Astoria,
    Baker City, Bend, Coos Bay, Corvallis, Eugene, Grants Pass,
    Klamath Falls, La Grande, Medford, Ontario, Pendleton,
    Portland, Roseburg, Salem, The Dalles, and Vancouver.

    The advertising will run for 12 months.

(D) Direct Mail

    Direct mail will complement the paid media campaign by
    allowing the Tort Committee to select exactly the audience
    with whom it wants to communicate, and to send its message
    directly, using the audiences' own language and addressing
    their individual needs.

    The direct mail piece will be sent to members of a list
    provide by Portland through three separate mail flights,
    thereby increasing the reach of the overall paid media
    campaign.

(E) Collateral & Website

    Requests for additional information will come through either
    a confidential toll-free hotline or through a Web site.   The
    site http://www.startthehealing.org[registered to Brad J.
    Wilkus & Associates, Inc., at 1440 Coral Ridge Drive, #365,
    Coral Springs, Florida 33071] will provide clear and explicit
    language in helping sexual abuse survivors confront the
    nature of these crimes.  The Web site will reinforce the
    television and print campaigns, and will provide information
    and options for victims who are contemplating coming forward.

The Tort Committee puts a $5.1 million price tag on the Victim
Outreach Plan.  The Archdiocese thinks the price tag is higher, by
orders of magnitude.

A full-text copy of the Tort Committee's Victim Outreach Plan,
including three storyboards for emotional television ads, is
available for free at:

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

                          Parties Object

   (1) Mount Angel Abbey

Mount Angel Abbey asks Judge Perris to defer any ruling on the
proposed Victim Outreach Plan until thorough review and
evaluation of the statements contained in the Plan have been
made.  Although the Victim Outreach Plan is designed to generate
proofs of claim against the Archdiocese of Portland in Oregon,
Richard J. Whittemore, Esq., at Bullivant Houser Bailey, PC, in
Portland, Oregon, points out that in reality, the proposal could
also result in the generation of a number of claims against Mount
Angel Abbey.

Mr. Whittemore points out that the proposal references either
directly or indirectly, a number of priests who were, or continue
to be, associated with Mount Angel abbey.  The proposal contains
numerous inaccurate and inflammatory statements regarding the
priests.

Mount Angel Abbey asks the Court for opportunity to formally
comment on the proposal and to seal the Victim Outreach Plan for
inflammatory content and potential prejudice to all defendants.

   (2) The Archdiocese of Portland in Oregon

Portland contends that the Tort Committee's Victim Outreach Plan
is unreasonable and unnecessary.  Portland believes that the Plan
is based on a misrepresentation of bankruptcy law concerning bar
date requirements.

Thomas W. Stilley, Esq., at Sussman Shank, LLP, in Portland,
Oregon, asserts that the Plan fails to recognize the substantial
efforts made by Portland to reach out to victims of child abuse
by its personnel.  The safety of children entrusted to its care
has long been an important priority for Portland.  Portland has
taken significant measures in preventing, reporting, and
responding to concerns of child abuse and to victims of child
abuse by its personnel.

          Judge Perris Rejects Tort Committee's Plan

Judge Perris reviewed the Tort Committee's Plan and says that it
will not be implemented.

           Judge Perris Seals Tort Committee's Plan

Mount Angel Abbey represented by Richard J. Whittemore, Esq., at
Bullivant Houser Bailey PC, in Portland, Oregon, obtained an
order from Judge Perris directing that:

     "[T]he Tort Claimants Committee's Victim Outreach Plan be
SEALED consistent with the provisions of [Local Bankruptcy Rule]
9037-1 [of the Local Bankruptcy Rules of the U.S. Bankruptcy
Court for the District of Oregon].

     "The Court notes that although media were present in the
courtroom and a member of the Associated Press voiced opposition,
no counsel for media was present.  The Court may reconsider the
ruling if the media formally presents its opposition.

     "Pursuant to LBR 9037-1(B), no person may review or
reproduce any sealed documents without obtaining an appropriate
Court Order.

     "Pursuant to LBR 9037-1(C), not later than 60 days after the
Chapter 11 case has closed or within 60 days after the conclusion
of any appeal, any party may serve and file a request, which will
have a copy of the Original Order attached, to have the Clerk
return a document Order to be sealed."


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


COOPER-STANDARD: Moody's Assigns Low-B Ratings to Debts
-------------------------------------------------------
Moody's assigned first-time ratings to the obligations of Cooper-
Standard Automotive, Inc., and to its wholly owned Canadian
subsidiary Cooper-Standard Automotive Canada Limited.  A newly
formed holding company named CSA Acquisition Corp. will be
established as the direct parent of Cooper-Standard.  The rating
outlook is stable.

Cooper-Standard Holdings proposes to acquire the stock of certain
automotive division subsidiaries for sale by Cooper Tire and
Rubber Company in accordance with a stock purchase agreement dated
September 16, 2004.  The aggregate cash purchase price will
approximate $1.165 billion, equivalent to 4.7x trailing-twelve-
month September 30, 2004 adjusted EBITDA.  The intended investors
are affiliates of the private equity firms The Cypress Group
L.L.C. and GS Capital Partners 2000 L.P.  Both firms will
contribute $159 million of cash common equity to Cooper-Standard
Holdings in order to obtain their respective 46.5% pro rata stakes
on a fully diluted basis.  No individual investor will own a
majority of the shares.  The remaining 7% of the fully diluted
common shares can be obtained by management as part of a stock
option plan.  Cooper-Standard's operations historically
contributed about half of Cooper Tire's consolidated revenues and
more than seventy percent of Cooper Tire's consolidated operating
earnings.

These specific first-time ratings were assigned:

   -- B1 rating assigned for all facilities under the proposed
      $475 million equivalent guaranteed first-lien senior secured
      credit agreement for borrowers Cooper-Standard and Cooper-
      Standard Canada, to consist of:

      * $100 million ($ denominated) guaranteed senior secured
        revolving credit facility at Cooper-Standard, maturing
        December 2010;

      * $25 million equivalent ($ or C$ denominated) guaranteed
        senior secured revolving credit facility at Cooper-
        Standard Canada, maturing December 2010;

      * $50 million equivalent (C$ denominated) guaranteed senior
        secured term loan A at Cooper-Standard Canada, maturing
        December 2010;

      * $115 million ($ denominated) guaranteed senior secured
        term loan B at Cooper-Standard Canada, maturing December
        2011;

      * $185 million ($ denominated) guaranteed senior secured
        term loan C at Cooper-Standard, maturing December 2011;

   -- B2 rating assigned for Cooper-Standard's proposed
      $200 million guaranteed senior unsecured notes maturing
      December 2012, to be initially issued under Rule 144A with
      registration rights;

   -- B3 rating assigned for Cooper-Standard's proposed
      $350 million guaranteed senior subordinated unsecured notes
      maturing December 2014, to be initially issued under
      Rule 144A with registration rights;

   -- B1 senior implied rating for Cooper-Standard;

   -- B2 senior unsecured issuer rating for Cooper-Standard;

   -- SGL-2 speculative grade liquidity rating for Cooper-Standard

The rating assignments reflect Cooper-Standard's high pro forma
leverage, coupled with the company's exposure to weakening North
American production levels (given a greater than 70% current
concentration of revenues with the Big 3 OEM's) and to rising raw
materials commodity prices (for steel, manufactured components,
carbon black, crude oil, and synthetic and natural rubber).
Cooper-Standard is additionally characterized by a nearly complete
focus on the more volatile and competitive original equipment
market (with 90% of the customer base comprised of OEM's), a
concentration of more than 70% of revenue generation within North
America (predominantly for the Big 3), and by content per vehicle
currently averaging below $150.

Cooper-Standard's business would be materially and adversely
affected in the event it suffered the loss of a significant
portion of business from any of its largest customers, or if any
of these customers were to lose market share at a faster pace than
the company is able to replace lost volume with new transplant and
foreign business.  The company's top ten platforms accounted for
40% of net sales in 2003.

Moody's is also concerned that several assumptions incorporated
within management's base case financial plan are aggressive.  This
plan assumes that Cooper-Standard will have an ongoing ability to
impose surcharges for certain rising raw materials costs and
additionally to generate sufficient annual incremental lean
manufacturing savings to offset customer price concessions,
economic and wage increases and other increased operating costs.
The base case plan also assumes that anticipated annualized
restructuring savings approximating $16 million in 2005 will be
fully realized, while raw materials costs will remain at the
historically high levels experienced in 2004.

While Cooper-Standard provides significant added value to
customers by having the flexibility to accommodate late-stage
design changes, Moody's has some concern that the company is not
always fully compensated for the cost of these changes
(particularly when recovery is realized through increases to the
piece price).  Moody's believes that Cooper-Standard's Sealing
Systems product line, which presently accounts for about 45% of
total revenues, is the company's most challenging.  This product
line has the most commodity-like characteristics and the shortest
life cycle duration within the company's portfolio.  The company
faces a highly fragmented competitive landscape across all product
lines.

The rating assignments and stable outlook more favorably reflect
Cooper-Standard's good liquidity and approximately 2x pro forma
EBIT coverage of cash interest under the proposed capital
structure.  Moody's additionally notes the significant
$318 million cash common equity investment to be made into
Cooper-Standard Holdings by the sponsors, which cash will then be
downstreamed in the form of common equity to the primary borrower
and main operating subsidiary Cooper-Standard.  The facilities
comprising the proposed credit agreement are well matched with
regard to the company's cash generation patterns within both the
US and Canada, provide natural currency hedges, and are
additionally expected to maximize the company's realization of tax
benefits.

The ratings and stable outlook furthermore reflect that Cooper
Standard has:

   (1) successfully right-sized production capacity,

   (2) achieved substantial lean manufacturing savings,

   (3) moved production to low-cost countries,

   (4) integrated prior acquisitions, and

   (5) won substantial new business awards with a broadened
       customer base while still operating as a subsidiary of
       Cooper Tire.

The benefits of recent restructuring actions are expected to be
more fully evident in the company's cash flow performance during
2005.  The company now has three facilities in China, with two
wholly owned and one a joint venture.  Cooper Tire does not appear
to have constricted spending on capital equipment or research and
development for subsidiary Cooper-Standard's business.

Cooper-Standard's long-standing and effective management team will
be staying on to run the business as a stand-alone company.  In
excess of 80% of the company's projected revenues (excluding
estimated volumes from the rollover of existing platforms) reflect
booked business through 2008 based upon the production volumes
assumed.

Cooper-Standard has #1, #2, or #3 leading market positions within
each of its fragmented niche markets, in both North America and
globally.  The company has content on all 20 of the top-selling
platforms in North America, and on 17 of the 20 top-selling
platforms in Europe.  As evidenced by Cooper-Standard's success
with selling a broad range of product for the F150, the company's
management is increasingly focused on a cross-functional customer
approach, which is expected to drive the average content per
vehicle steadily higher.

Corporate overhead is expected to actually decline slightly to
about $10 million, due primarily to reduced shared services
charges (for legal, finance, and corporate jet services) as well
as the elimination of charges for certain senior management
bonuses at Cooper Tire.  Cooper-Standard historically operated as
a reportable business segment of Cooper-Tire and already has
complete systems in place.

Cooper-Standard's SGL-2 speculative grade liquidity rating
reflects Moody's belief that the company has a good liquidity
profile over the next year.  While the stand-alone company will
start out with zero cash under the terms of the purchase
agreement, the company projects that it will generate positive
free cash flow during the first year.  Even if Cooper-Standard
were to fall well short of expectations and only break even from a
cash flow perspective over the next 12 months, the full
$125 million revolving credit facility is expected to be available
after accounting for financial covenants.

The pro forma sources and uses and first full year of quarterly
base case projections indicate that the company's only usage of
the revolving credit will be about $10 million of letters of
credit.  The company will likely experience some intra period
usage of the facility due to the relative timing of receipt of
trade receivables and of reimbursable tooling, versus payment of
trade payables.

Future events that would potentially drive Cooper-Standard's
ratings or outlook lower include:

   (1) a failure of the company to realize material lean
       manufacturing and restructuring savings sufficient to
       offset customer price concessions and other operating cost
       increases, stepped-up levels of customer price compression,

   (2) steadily rising raw materials prices which cannot be offset
       by customer surcharges and price increases,

   (3) troubled launches,

   (4) lost market share,

   (5) rising debt levels depleting effective unused availability
       under the revolving credit facility,

   (6) announcement of a material acquisition (particularly if
       debt-financed), or

   (7) plans for buybacks of common stock or a dividend payment to
       the common shareholders.

Future events that would potentially drive Cooper-Standard's
ratings or outlook higher include generation of positive cash flow
and debt reduction at a faster pace than projected, realization of
a series of incremental new business awards from both domestic
transplants and foreign OEM's that will serve to diversify and
globalize the customer base, evidence of technological superiority
and increased market share relative to key competitors, rising
average content per vehicle resulting from stepped-up cross-
selling of products and the introduction of higher dollar-value-
products, seamless new program launches, and full recovery of
reimbursables.

The B1 ratings of the $475 million of proposed guaranteed senior
secured credit facilities reflect the benefits and limitations of
the collateral and guarantee package.  All US loans under the
credit agreement will be secured by a first-priority pledge of all
assets and stock of Cooper-Standard Holdings and the US
subsidiaries and by up to 65% of the stock of foreign
subsidiaries.  The US loans will be guaranteed by Cooper-Standard
Holdings and by all direct and indirect US subsidiaries.

All Canadian loans under the credit agreement will be secured by a
pledge of all Canadian assets to the extent of the Canadian loans,
and by all of the stock of Cooper-Standard Holdings and all
domestic and foreign subsidiaries.  The Canadian loans will be
guaranteed by Cooper-Standard Holdings, by all direct and indirect
Canadian subsidiaries, and by all US subsidiaries to the extent
there are not adverse tax consequences.

Notably, all of the credit facilities are effectively pari passu
regardless of the existence of multiple borrowers in different
countries country with varying collateral and guarantee
protection.  This is due to sharing provisions within the credit
agreement requiring reallocation of lenders' interests into pro
rata interests in all loans in the event of specified
circumstances constituting a defined "sharing event."

Approximately 30% of Cooper-Standard's operations are outside of
the US and Canada and thereby excluded from the pool of assets
pledged.  Excess cash flow recapture requirements will begin at
50%, and eventually reduce to 25% based upon a leverage test.  The
term loan A is expected to have scheduled amortization of 10%,
10%, 15%, 15%, 25%, 25% respectively over the six years, while the
other term loans will amortize only 1% during each year until the
year of maturity.  No penalties will be imposed for voluntary
prepayments.

The B2 rating of the proposed $200 million of guaranteed senior
unsecured notes reflects their effective subordination to the
senior secured debt of Cooper-Standard to the extent of the
collateral protection provided, and will be structurally
subordinated to the obligations of any subsidiary which does not
guarantee the notes. The senior notes will be guaranteed by all
wholly owned US subsidiaries on a senior unsecured basis.  The
senior notes will be non-call for four years, and will contain an
IPO clawback provision for up to 35% of the notes at par plus the
coupon.  The senior notes will also have change of control
provisions at 101%.

The B3 rating of the proposed $350 million of guaranteed senior
subordinated unsecured notes reflects their contractual
subordination to all senior obligations of Cooper-Standard and
structural subordination to the obligations of any subsidiary,
which does not guarantee the notes.  The senior subordinated notes
will be guaranteed by all wholly owned US subsidiaries on a senior
subordinated basis.  The senior subordinated notes will be non-
call for five years, and will contain an IPO clawback provision
for up to 35% of the notes at par plus the coupon.  The senior
subordinated notes will also have change of control provisions at
101%.

Cooper-Standard's pro forma total debt/EBITDAR leverage for the
year ended December 31, 2004 is approximately 4.3x, with no
meaningful reductions in leverage anticipated until 2006.  Total
debt incorporates off-balance sheet obligations including letters
of credit, the present value of operating leases, and guarantees
of joint venture obligations.  EBITDAR is adjusted to add back
certain excess stand-alone costs and future restructuring
benefits.  Pro forma EBIT coverage of interest is favorable at
approximately 2.1x.

Cooper-Standard, headquartered in Novi, Michigan, is a leading
global manufacturer of fluid handling, body sealing, and noise,
vibration and harshness control systems for automotive vehicles.
As a percentage of revenues, these business lines currently
respectively contribute approximately 34%, 45%, and 21% of the
total.  The company sells about 90% of its products to automotive
original equipment manufacturers.  Annual revenues currently
approximate $1.8 billion.


CSFB MORTGAGE: S&P Places Low-B Ratings on 12 Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
15 classes from three series of CSFB Mortgage-Backed Trust
pass-through certificates.  Concurrently, ratings are affirmed on
191 classes from eight series from the same issuer.

The raised ratings reflect the increase in the credit support
percentages to the respective classes due to the strong
performance of the respective loan groups.  Credit support
percentages for each of the classes with raised ratings increased
by at least 100% over their respective original credit support
percentages.

As of the end of October 2004, these loan groups had no
delinquencies or realized losses to date.  In addition, the
outstanding pool balances for these loan groups were:

     * 19.83% (series 2002-34 loan groups three and four),
     * 26.47% (series 2003-1 loan group three), and
     * 37.51% (series 2003-7 loan group one).

The classes with affirmed ratings reflect adequate actual and
projected credit support percentages.  As of the October 2004
remittance period, the transactions with delinquencies were:

     * series 2002-34 loan groups one and two (19.78%),
     * series 2003-1 loan groups one and two (16.21%),
     * series 2003-29 (1.88%), series 2004-1 (1.59%), and
     * series 2004-1 loan groups three and four (2.82%).

Loan groups one and two from series 2002-34 and series 2003-1 were
the only loan groups with losses so far, incurring 0.08% and
0.05%, respectively.

The collateral contained in the loan groups consists primarily of
conventional, 15- or 30-year, fixed- or adjustable-rate, first- or
second-lien mortgage loans secured by one- to four-family
residential properties.  Credit support is provided by
subordination.

                         Ratings Raised

                   CSFB Mortgage-Backed Trust
                        Pass-thru certs

                                      Rating
                Series   Class      To      From
                ------   -----      --      ----
                2002-34  C-B-1      AAA     AA
                2002-34  C-B-2      AA+     A-
                2002-34  C-B-3      AA-     BBB
                2002-34  C-B-4      BBB+    BB-
                2002-34  C-B-5      BB      B
                2003-1   III-B-1    AA+     AA
                2003-1   III-B-2    AA      A-
                2003-1   III-B-3    A       BBB-
                2003-1   III-B-4    BBB     BB
                2003-1   III-B-5    BB      B
                2003-7   I-B-1      AA+     AA
                2003-7   I-B-2      AA-     A
                2003-7   I-B-3      A-      BBB
                2003-7   I-B-4      BBB-    BB
                2003-7   I-B-5      B+      B

                        Ratings Affirmed

                   CSFB Mortgage-Backed Trust
                        Pass-thru certs

  Series   Class                                       Rating
  ------   -----                                       ------
  2002-34  II-A-1, II-A-2, II-A-3, II-A-4, II-A-5      AAA
  2002-34  A-X, II-P, III-A-2, III-A-3, III-A-4        AAA
  2002-34  III-A-6, III-A-8, III-A-9, III-A-10, I-P    AAA
  2002-34  III-A-11, III-A-12, III-A-13, III-A-14      AAA
  2002-34  III-P, IV-X, IV-A-1, IV-P, I-A-1, I-X       AAA
  2002-34  D-B-1                                       AA
  2002-34  D-B-2                                       A-
  2002-34  D-B-3                                       BBB-
  2002-34  D-B-4                                       BB
  2002-34  D-B-5                                       B-
  2003-1   I-A-1, I-X, II-A-1, II-A-2, II-A-3, II-A-4  AAA
  2003-1   II-A-5, II-P, III-A-2, III-A-3, III-A-4     AAA
  2003-1   III-A-6, III-A-7, III-A-8, III-A-10, I-P    AAA
  2003-1   A-X, III-P                                  AAA
  2003-1   D-B-1                                       AA
  2003-1   D-B-2                                       A-
  2003-1   D-B-5                                       B-
  2003-7   I-A-1, I-A-2, I-A-3, I-A-4, I-A-21, I-A-23  AAA
  2003-7   I-A-24, I-A-25, I-A-26, I-A-27, I-A-28      AAA
  2003-7   I-X, I-P                                    AAA
  2003-11  I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6    AAA
  2003-11  I-A-25, I-A-26, I-A-27, I-A-28, I-A-29      AAA
  2003-11  I-A-30, I-A-31, I-A-32, I-A-33, I-A-34      AAA
  2003-11  I-A-35, I-A-36, I-A-37, I-A-38, I-A-39      AAA
  2003-11  I-A-40, I-X, I-P                            AAA
  2003-11  I-B-1                                       AA
  2003-11  I-B-2                                       A-
  2003-11  I-B-3                                       BBB-
  2003-11  I-B-4                                       BB
  2003-11  I-B-5                                       B
  2003-25  I-A-1, I-A-2, I-A-3, I-A-4, 1-A-5, I-A-6    AAA
  2003-25  I-A-7, I-A-8, I-A-9, I-A-10, I-A-II, I-X    AAA
  2003-25  II-X, I-P, II-P, II-A-1                     AAA
  2003-25  C-B-1                                       AA
  2003-25  C-B-2                                       A
  2003-25  C-B-3                                       BBB-
  2003-25  C-B-4                                       BB
  2003-25  C-B-5                                       B-
  2003-29  I-A-1, II-A-1, II-A-2, II-A-3, II-A-4       AAA
  2003-29  III-A-1, IV-A-1, V-A-1, VI-A-1, VII-A-1     AAA
  2003-29  VIII-A-1, D-P-1, D-P-2, D-P-3, D-X-1        AAA
  2003-29  D-X-2, D-X-3                                AAA
  2003-29  D-B-1                                       AA
  2003-29  D-B-2                                       A
  2003-29  D-B-3                                       BBB
  2003-29  D-B-4                                       BBB-
  2003-29  D-B-5                                       BB-
  2003-29  D-B-6                                       B-
  2004-1   I-A-1, I-A-2, I-A-3, II-A-1, II-A-2         AAA
  2004-1   III-A-1, IV-A-1, V-A-1, I-P, D-P-I          AAA
  2004-1   D-P-2, I-X, D-X-1, D-X-2                    AAA
  2004-1   D-B-1                                       AA
  2004-1   D-B-2                                       A+
  2004-1   D-B-3                                       BBB+
  2004-1   D-B-4                                       BB
  2004-1   D-B-5                                       B-
  2004-3   I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6    AAA
  2004-3   I-A-7, I-A-8, I-A-9, I-A-10, I-X, A-P       AAA
  2004-3   II-A-1, II-P, II-X, III-A-1, III-A-2        AAA
  2004-3   III-A-3, III-A-4, III-A-5, III-X            AAA
  2004-3   IV-A-1, IV-P, IV-X                          AAA
  2004-3   C-B-1, D-B-1                                AA
  2004-3   C-B-2, D-B-2                                A
  2004-3   C-B-3, D-B-3                                BBB
  2004-3   C-B-4                                       BB
  2004-3   D-B-4                                       BB-
  2004-3   C-B-5                                       B


CSFB MORTGAGE: S&P Holds Single-B Ratings on Cert. Classes F & G
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
B, C, D, and E of Credit Suisse First Boston Mortgage Securities
Corp.'s commercial mortgage pass-through certificates series
1998-C1.  Concurrently, all other outstanding ratings from this
transaction are affirmed.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.
The affirmed speculative-grade ratings reflect loss expectations
on the specially serviced assets.

As of November 2004, the trust collateral consisted of
291 commercial mortgages with an outstanding balance of
$2.039 billion, down from 324 loans totaling $2.483 billion at
issuance.  The pool has paid down by 17.8%. The master servicer,
ORIX Capital Markets LLC, reported partial or full year 2003 net
cash flow debt service coverage ratios -- DSCR -- for 78.7% of the
pool. Fifty-nine credit tenant leases -- CTLs, totaling
$311 million, account for 15.2% of the pool.  Sixteen loans
totaling $59.6 million, or 2.92% of the pool, have been defeased.
Based on this information and excluding defeasance and CTLs,
Standard & Poor's calculated a pool DSCR of 1.47x, down slightly
from 1.51x at issuance.

The current weighted average DSCR for the top 10 loans, which
comprise 29.5% of the pool, improved to 1.74x, from 1.52x at
issuance.  Nine of the top 10 loans have improved DSCRs from
issuance.

There are 13 loans, with a combined balance of $88.2 million, or
4.3% of the pool, that are with the special servicer, Lennar
Partners, Inc.  Five are secured by lodging properties, three are
secured by retail properties, two are secured by multifamily
properties, and one each by an office building and a nursing home.
In addition, the largest specially serviced asset, American
Restaurant Group -- ARG -- is a CTL loan secured by eight Stuart
Anderson's Black Angus restaurants located in California.  Five of
the loans are current, five are REO, two are in foreclosure, and
one is 30 days delinquent.

The largest specially serviced asset, ARG, has a current balance
of $16.8 million (0.82% of the pool).  The tenant, Stuart
Anderson's Black Angus Restaurants, is undergoing reorganization
in bankruptcy court.  It is not known if leases at the collateral
properties will be rejected.  The borrower, ARG Enterprises, Inc.,
has kept the loan current.  Each location is approximately 10,000
sq. ft. in size and loan maturity matches lease expiration in
May 2023.  The locations are distributed throughout California
with five locations in southern California and three locations in
northern California.  A review of the property inspections noted
good locations near heavily traveled thoroughfares.

The second largest specially serviced loan, the Smith Hotel
portfolio, has a balance of $16.2 million (0.79%) and is secured
by three lodging properties totaling 388 rooms, which are all
located in Louisiana.  The borrower has brought the loan current
but is disputing a required reserve.

The third largest specially serviced loan, Kew Gardens Hills
Apartments, has a balance of $8.9 million (0.44%) and is secured
by a 429-unit cooperative apartment building.  The loan is
current.  The loan was placed in special servicing due to a
dispute over funding of capital repairs.

The fourth largest, University Heights Apartments, has a balance
of $8.8 million (0.43%) and is secured by a 362-unit student
housing multifamily property located in Austin, Texas.  The asset
is REO.  Lennar has completed some capital improvements, and
intends to market the property for sale next quarter.  Current
occupancy is 94% and a recent appraisal valued the asset as is at
$7.6 million.

The fifth largest, Glenmont Shopping Plaza, has a balance of
$8.2 million (0.40%) and is secured by a retail property located
near Albany, New York.  The asset is REO.  Lennar has the property
listed for sale.  A loss is expected upon disposition.

The servicer's watchlist includes 80 loans totaling $420.4 million
(20.6%).  The loans on the watchlist appear due to low
occupancies, DSC, or upcoming lease expirations, and were stressed
accordingly by Standard & Poor's.

The pool has significant geographic concentrations in:

               * California (15.2%),
               * New York (9.8%),
               * New Jersey (6.5%),
               * Texas (6.5%),
               * Virginia (5.9%), and
               * Puerto Rico (4.7%).

Significant property type concentrations include:

               * retail (42.6%),
               * multifamily (21.7%),
               * lodging (15.4%),
               * office (13.4%), and
               * industrial (2.6%).

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

                         Ratings Raised

      Credit Suisse First Boston Mortgage Securities Corp.
       Commercial mortgage pass-thru certs series 1998-C1

                    Rating
         Class   To        From      Credit Enhancement
         -----   --        ----      -------------------
         B       AAA       AA+                   26.93%
         C       AA        A+                    20.23%
         D       BBB+      BBB                   13.53%
         E       BBB       BBB-                  11.70%

                        Ratings Affirmed

      Credit Suisse First Boston Mortgage Securities Corp.
       Commercial mortgage pass-thru certs series 1998-C1

           Class      Rating       Credit Enhancement
           -----      ------       ------------------
           A-1A        AAA                     33.63%
           A-1B        AAA                     33.63%
           A-2MF       AAA                     33.63%
           A-X         AAA                         NA
           F           B+                       4.70%
           G           B                        3.79%
           H           CCC                      1.35%


DII/KBR: Judge Fitzgerald Approves AIG & Lehman Settlement Pacts
----------------------------------------------------------------
By this motion, DII Industries, LLC and its debtor-affiliates ask
the United States Bankruptcy Court for the Western District of
Pennsylvania to approve their settlement agreement with
Halliburton Company and the AIG Companies:

    * AIU Insurance Company;
    * American Home Assurance Company;
    * Birmingham Fire Insurance Company;
    * Granite State Insurance Company;
    * Insurance Company of the State of Pennsylvania;
    * Landmark Insurance Company;
    * Lexington Insurance Company;
    * National Union Fire Insurance Company of Pittsburgh, PA;
    * New Hampshire Insurance Company; and
    * L'Union Atlantique D'Assurances S.A.

The AIG Settlement Agreement effectuates a full and final
settlement of:

    (1) all Coverage Disputes among the parties under certain
        insurance policies issued or allegedly issued for policy
        periods incepting prior to or on December 31, 1992 -- AIG
        Buyback Policies;

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

    (3) all Coverage Actions; and

    (4) certain other disputes between the AIG Companies, and the
        Debtors and Halliburton as Policyholders, including the
        disputes that have arisen postpetition.

Under the AIG Settlement Agreement, the AIG Companies are
obligated to make a stream of payments in amounts and at times
undisclosed.

A full-text copy of the AIG Settlement Agreement is available at
no charge at:

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

                    Lehman Settlement Agreement

DII Industries, LLC, Kellogg, Brown & Root, Inc., and each of the
other Releasing Policyholders as Sellers, Halliburton Company, and
HDK Purchaser Trust as Purchaser entered into an assignment
agreement -- Lehman Settlement Agreement.

The Sellers and the AIG Companies agreed to enter into a
transaction which, subject to the terms and conditions of the AIG
Companies' Settlement Agreement, includes a simultaneous payment
by HDK Purchaser Trust to DII of the payment amount, which is
subject to confidentiality restrictions, and an assignment to HDK
Purchaser Trust of all of the Sellers' right, title, and interest
in and to the AIG Settlement Payments.

The sale and purchase of the right, title, and interest in and to
the AIG Settlement Payments is unencumbered by any security
interests, liens or other encumbrances, claims or interests of any
nature.

The salient terms of the Lehman Settlement Agreement include:

    (a) Closing

        On the Assignment Agreement Effective Date, which will in
        no event occur before January 4, 2005, in a series of
        transactions that will be deemed to take place
        simultaneously:

          (i) the Sellers and HDK Purchaser Trust will execute
              and deliver the assignment of the AIG Settlement
              Payments;

         (ii) HDK Purchaser Trust and the AIG Companies will
              execute and deliver a consent and agreement, which
              will be made by the AIG Companies in HDK Purchaser
              Trust's favor;

        (iii) HDK Purchaser Trust will pay DII, in immediately
              available funds, the Payment Amount; and

         (iv) the AIG Companies and HDK Purchaser Trust will agree
              to the amount and timing of the AIG Settlement
              Payments.

    (b) Security Interest

        Although the parties intend that the purchase and sale of
        the AIG Settlement Payments will be "a true sale" and not
        a loan, in the event that the purchase and sale is deemed
        to be a loan by a court of competent jurisdiction, each
        Seller will be deemed to have pledged to HDK Purchaser
        Trust, as security, its obligations with respect to the
        deemed loan, and will be deemed to have granted HDK
        Purchaser Trust a security interest in, all its right,
        title and interest in and to the AIG Settlement Payments
        and all proceeds.

Accordingly, the Debtors ask the Court to approve the Lehman
Settlement Agreement.

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

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

                           *     *     *

Judge Fitzgerald grants the Debtors' request.

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)


DII/KBR: Halliburton Says Plan Ready to Take Effect Dec. 31
-----------------------------------------------------------
The Honorable Terrence F. McVerry of the United States District
Court for the Western District of Pennsylvania signed an order
that will resolve Halliburton's (NYSE: HAL) liability after a
30-day waiting period ending on Dec. 31, 2004.

Also, Halliburton is clarifying that the Third Circuit Court of
Appeals decision in the Combustion Engineering (CE) bankruptcy
case has no impact on the bankruptcy of DII Industries, Kellogg
Brown & Root and various other Halliburton subsidiaries (DII/KBR)
for a number of significant reasons:

   -- The structure of the DII/KBR bankruptcy is significantly
      different than the structure utilized in the CE bankruptcy.
      Specifically, in the DII/KBR bankruptcy, unlike in CE (in
      relation to ABB Lummus Global and Basic Inc.), there are no
      asbestos-related liabilities being channeled to the trust
      that are not the liability of the Debtors or derivative of
      the Debtors' liabilities.

   -- In the DII/KBR bankruptcy, unlike in CE, there is not even
      an allegation or a suggestion of disparity of treatment
      between the settled claimants and the unsettled claimants,
      including the future claimants.  Moreover, to the extent
      that there are insurance-related matters at issue, in the
      DII/KBR bankruptcy, unlike in the CE bankruptcy, there is no
      assignment of any insurance rights and the so-called
      "insurance neutrality" provision in the DII/KBR bankruptcy
      is more protective of insurers' rights than is the insurance
      neutrality provision in CE.

   -- Unlike in CE, there are no objections at all in the DII/KBR
      bankruptcy as all matters with the insurers have been
      resolved and, unlike in CE, no asbestos claimants or law
      firms' representing asbestos claimants objected to any
      portion of the DII/KBR Plan.

For all of the above reasons, the CE decision has no impact on the
DII/KBR bankruptcy and Halliburton anticipates concluding the
bankruptcy by year-end with funding of the trusts by the end of
January 2005.

Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries. The company serves its customers with a broad range of
products and services through its Energy Services and Engineering
and Construction Groups. The company's World Wide Web site can be
accessed at http://www.halliburton.com/

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)


DLJ COMMERCIAL: Moody's Holds Ba2 Rating on $31M Class B-4 Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed the ratings of four classes of DLJ Commercial Mortgage
Corp., Commercial Mortgage Pass-Through Certificates, Series
1999-CG2:

   -- Class A-1A, $120,968,613, Fixed, affirmed at Aaa
   -- Class A-1B, $890,203,000, WAC, affirmed at Aaa
   -- Class S, Notional, affirmed at Aaa
   -- Class A-2, $69,769,000, WAC, upgraded to Aaa from Aa2
   -- Class A-3, $81,398,000, WAC, upgraded to Aa1 from A2
   -- Class A-4, $19,380,000, WAC, upgraded to Aa2 from A3
   -- Class B-1, $58,141,000, WAC, upgraded to A3 from Baa2
   -- Class B-2, $23,257,000, WAC, upgraded to Baa2 from Baa3
   -- Class B-4, $31,008,000, Fixed, affirmed at Ba2

As of the November 10, 2004, distribution date, the transaction's
aggregate balance has decreased by approximately 7.9% to
$1.4 billion from $1.6 billion at securitization.  The
Certificates are collateralized by 330 mortgage loans secured by
commercial and multifamily properties.  The mortgage loans range
in size from less than 1.0% of the pool to 4.5% with the top
10 loan groups representing 25.6% of the pool.  Fifteen loans,
representing 5.1% of the pool, have defeased and have been
replaced with U.S. Government securities.  The largest defeasance
is the Alliance Portfolio Loan ($43.4 million - 3.0%), the pool's
fourth largest loan group.  Seven loans have been liquidated from
the pool resulting in aggregate realized losses of approximately
$2.0 million.

Nine loans, representing 4.8% of the pool, are in special
servicing, including the Highland Falls Apartments Loan
($20.1 million - 1.4%) which is the tenth largest loan.  Moody's
has estimated aggregate losses of approximately $22.9 million for
all of the specially serviced loans.

Moody's was provided with year-end 2003 borrower financials for
98.4% of the pool's performing loans.  Moody's loan to value ratio
-- LTV -- is 84.9%, compared to 89.7% at securitization.  The
upgrade of Classes A-2, A-3, A-4, B-1 and B-2 is due to increased
subordination levels and improved overall pool performance.
Although the overall LTV has improved since securitization, the
pool has experienced a slight increase in LTV dispersion.  Based
on Moody's analysis, 11.7% of the pool has a LTV greater than
100.0% compared to 8.5% at securitization.

The top three loan groups represent 11.7% of the pool.  The
largest loan in the pool is the Oakwood Plaza Loan ($64.8 million
-- 4.5%), which is secured by an 885,713-power center located in
Hollywood, Florida.  Hollywood is located approximately 10 miles
south of Fort Lauderdale.  The property, which is the dominant
center in the area, is anchored by Home Depot, Kmart and BJ's
Wholesale Club.  The property is 100.0% leased, compared to 96.0%
at securitization.  Moody's LTV is 77.5%, compared to 87.0% at
securitization.

The second largest loan group is the Fifteen Southeast Realty
Portfolio ($55.2 million -- 3.9%), which consists of four crossed
collateralized loans secured by four class B apartment complexes
located in Florida.  The portfolio totals 1,520 units.  The
largest property is the 712-unit Arbor Lake Club Apartments, which
is located in Miami.  Although the portfolio's overall occupancy
has declined to 92.0% from 95.0% at securitization, rental income
has increased significantly.  Moody's LTV is 76.5%, compared to
91.0% at securitization.

The third largest loan is the Herald Center Loan ($47.5 million --
3.3%), which is secured by a 249,504 square foot nine-story
vertical mall located in midtown Manhattan in New York City.  The
property is anchored by Daffy's (35.0%), the Department of Motor
Vehicles (11.0%) and Modells (9.0%).  The property is 100.0%
occupied, the same as at securitization.  However the property's
financial performance has been impacted by a significant increase
in operating expenses.  Moody's LTV is 87.9%, compared to 80.0% at
securitization.

The pool collateral is a mix of:

               * retail (36.1%),
               * multifamily (33.4%),
               * office and mixed use (14.1%),
               * industrial (5.3%),
               * U.S. Government securities (5.1%),
               * lodging (4.2%), and
               * healthcare (1.8%).

The collateral properties are located in 37 states plus the
District of Columbia.  The top five state concentrations are:

               * California (19.6%),
               * Texas (14.1%),
               * Florida (13.5%),
               * Colorado (4.5%), and
               * New York (3.9%).

All of the loans are fixed rate.


ENDURANCE SPECIALTY: Aon Sells 9.8 Million Shares to Goldman Sachs
------------------------------------------------------------------
Endurance Specialty Holding Ltd. (NYSE:ENH) disclosed that Aon
Corporation has sold 9.8 million of Endurance common shares in a
block sale to Goldman Sachs.  The shares were sold under the
Company's Form S-3 shelf registration statement.

The Company did not sell any common shares in the offering.  Aon
will receive all of the net proceeds from the sale.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
the common shares in any state in which such an offer,
solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such state.

Any offering will be made only by means of a written prospectus
meeting the requirements of Section 10 of the Securities Act of
1933, as amended.  Copies of the written prospectus may be
obtained from:

                     Goldman Sachs
                     Prospectus Department
                     85 Broad Street
                     New York, New York 10004
                     Tel. no. 212-902-1000

                        About the Company

Endurance Specialty Holdings Ltd. is a global provider of property
and casualty insurance and reinsurance.  Through its operating
subsidiaries, Endurance currently writes property per risk treaty
reinsurance, property catastrophe reinsurance, casualty treaty
reinsurance, property individual risks, casualty individual risks,
and other specialty lines.  Endurance's operating subsidiaries
have been assigned a group rating of A (Excellent) from A.M. Best,
A2 by Moody's and A- from Standard & Poor's. Endurance's
headquarters are located at Wellesley House, 90 Pitts Bay Road,
Pembroke HM 08, Bermuda and its mailing address is Endurance
Specialty Holdings Ltd., Suite No. 784, No. 48 Par-la-Ville Road,
Hamilton HM 11, Bermuda. For more information about Endurance,
please visit http://www.endurance.bm/

                          *     *     *

As reported in the Troubled Company Reporter's June 18, 2004,
edition, Standard & Poor's Ratings Services assigned its 'BBB'
counterparty credit rating to Endurance Specialty Holdings Ltd.
and its preliminary 'BBB' senior debt, 'BBB-' subordinated debt,
and 'BB+' preferred stock ratings to the company's $1.8 billion
universal shelf registration.


ENRON: Bankr. Court Assumes Jurisdiction in Sierra Dispute
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
enjoined Sierra Pacific Resources' (NYSE: SRP) electric utilities
from participating in Federal Energy Regulatory Commission (FERC)
hearings that were scheduled to begin Dec. 13, 2004, in the
companies' ongoing dispute with Enron Power Marketing, Inc., over
terminated power contracts.

Judge Arthur Gonzalez, who said he will issue his final order
Friday, December 3, stated that the issues involved in the
proposed FERC hearings were "duplicative" of what is now before
his court.

On Oct. 11, 2004, the U.S. District Court for the Southern
District of New York had vacated a prior summary judgment by the
Bankruptcy Court calling for the Sierra Pacific utilities to pay
Enron a total of approximately $336 million for terminated
contracts.  The court remanded the case back to Judge Gonzalez to
rehear facts, issues and arguments of the case.

Sierra Pacific Resources said it is reviewing its options, which
include a possible appeal of Thursday's decision.

                      About Sierra Pacific

Sierra Pacific Resources is a holding company whose principal
subsidiaries are Nevada Power Company, the electric utility for
most of southern Nevada, and Sierra Pacific Power Company, the
electric utility for most of northern Nevada and the Lake Tahoe
area of California. Sierra Pacific Power Company also distributes
natural gas in the Reno-Sparks area of northern Nevada. Other
subsidiaries include the Tuscarora Gas Pipeline Company, which
owns a 50 percent interest in an interstate natural gas
transmission partnership.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations. Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033). Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed. Martin J. Bienenstock, Esq., and Brian
S. Rosen, Esq., at Weil, Gotshal & Manges, LLP, represent the
Debtors in their restructuring efforts.


EXECUTIVE JET: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Executive Jet Center, Inc.
        dba Million Air Mobile
        P.O. Box 850453
        Mobile, Alabama 36608

Bankruptcy Case No.: 04-16934

Type of Business: The Debtor provides aviation fuel and aircraft
                  maintenance.
                  See http://www.millionairmobile.com/

Chapter 11 Petition Date: December 2, 2004

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: Robert M. Galloway, Esq.
                  Galloway, Smith, Wettermark & Everest, LLP
                  P.O. Box 16629
                  Mobile, AL 36616
                  Tel: 251-476-4493

Total Assets: $2,500,000

Total Debts:  $5,500,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Dealer Capital Corporation                  $544,684
P.O. Box 797806
Dallas, TX 75379

Joseph Fail                                 $488,084
P.O. Box 925
Bay Springs, MS 39422

Internal Revenue Service                    $200,000
600 South Maestri Place, Stop 31
New Orleans, LA 70130

Great Southern Wood Preserving, Inc.        $123,662

Flight International Safety                  $80,750

BB&T Bankcard Corporation                    $66,923

Aviation Insurance Services                  $46,000
of Utah, Inc.

Million Air Interlink                        $30,280

State of Alabama-Department of Revenue       $26,506

United HealthCare                            $20,984

Howard Services, LLC                          $8,866

Marilyn E. Wood                               $8,228

Dees Lawn Care                                $6,300

Z-Technology                                  $6,240

Krispy Kreme Doughnut Company                 $5,080

AmStat Corporation                            $5,000

Mobile Airport Authority                      $5,000

Bell South Yellow Pages                       $4,694

John Jewell Aircraft                          $4,198

Weater Service International                  $4,074


EXIDE TECHNOLOGIES: George Soros Discloses 6.3% Equity Stake
------------------------------------------------------------
Soros Fund Managment LLC and Mr. George Soros beneficially own
1,522,300 shares of the common stock of Exide Technologies,
representing 6.3% of the outstanding common stock of Exide
Technologies.  Soros Fund holds sole voting and dispositive powers
over the stock.

The holding relates to Shares held for the account of Quantum
Partners LDC, a Cayman Islands exempted limited duration company.
Soros Fund Management LLC serves as principal investment manager
to Quantum Partners.  As such, Soros Fund Management LLC has been
granted investment discretion over portfolio investments,
including the Shares, held for the account of Quantum Partners.

Headquartered in Princeton, New Jersey, Exide Technologies is the
worldwide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125).  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  Exide's confirmed chapter 11 Plan
took effect on May 5, 2004.  On April 14, 2002, the Debtors listed
$2,073,238,000 in assets and $2,524,448,000 in debts.


FINE NUTRACEUTICALS: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Fine Nutraceuticals Inc. U.S.
        5 Moulton Street
        Portland, Maine 04101

Bankruptcy Case No.: 04-21938

Chapter 11 Petition Date: December 2, 2004

Court: District of Maine (Portland)

Debtor's Counsel: Michael J. Pearce, Esq.
                  Michael J. Pearce & Associates, LLC
                  Two Monument Square
                  P.O. Box 108
                  Portland, ME 04112
                  Tel: 207-822-9900

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Pioneer Capital Corporation   Trade Debt                $597,000
c/o Steven Shea
25 Pearl Street, 3rd Floor
Portland, ME 04101

Abrex Chemical                Trade Debt                $555,370
1051 Clinton Street
Buffalo, NY 14206

Halton Holdings, Inc.         Trade Debt                 $40,663
660 Keystone Road
Greenville, PA 16125

Star Logistics Corporation    Trade Debt                 $10,000

Overnite Transportation Co.   Trade Debt                  $4,150

United Parcel Service         Trade Debt                    $391

Roadway Express, Inc.         Trade Debt                    $310

Estes Express Lines           Trade Debt                    $230

M & M Forwarding of Buffalo   Trade Debt                    $213
NY, Inc.

Cintas Corporation #310       Trade Debt                     $65

Gordon Brothers, Inc.         Trade Debt                     $27


GRAHAM HOUSING: Moody's Slices Rating on Revenue Bonds to Ba3
-------------------------------------------------------------
Moody's Investors Service has downgraded the rating of the Graham
Housing Authority Mortgage Revenue Bonds (Section 8 Assisted
Project -- Ralph Clayton Homes), Series 1978 to Ba3 from Baa1.
The outlook on the $755,000 of outstanding bonds has been revised
to negative.

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 .87x as of fiscal year ending 12/31/2003- down
from 1.14x in 2002, and 1.35x the year prior.  Debt service
coverage has been paid through the use of surplus monies so that
the Debt Service Reserve Fund has not been tapped.

With bond maturity not until May 2009, it is not clear whether the
Surplus Funds will be able to continue to plug any future
operating deficits.  The overall weak coverage is due large
expense increases, including maintenance, utilities, and
administration.  Despite the unfavorable debt service coverage,
occupancy is sound at approximately 98% and the property maintains
a sound physical inspection score of 92b (out of 100) by the
Department of Housing and Urban Development's Real Estate
Assessment Center.

Ralph Clayton Homes is a 100-unit apartment complex for the
elderly and handicapped located in Graham, North Carolina.

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.  Contract rents for this property are
below HUD Fair Market Rents -- FMR -- by approximately 23% so an
increase in contract rents remains a possibility.

                         Key Statistics
      As of December 31, 2003 Audited Financial Statements

Recent Reported Occupancy:                    98%
REAC score:                                   92b
HAP expiration:                               5/1/2009
Debt Maturity:                                5/1/2009
1 bedroom Contract Rent as % of 2005 HUD FMR: 77%
Debt Service Coverage:                        .87x
Debt per Unit                                 $7,550
Operating expenses per unit:                  $3,017
Reserve and Replacement per unit:             $1,225
Surplus Fund per unit:                        $720
Flow of Funds:                                Closed loop


GEO SPECIALTY: Judge Stern Approves Disclosure Statement
--------------------------------------------------------
The Honorable Morris Stern of the U.S. Bankruptcy Court for the
District of New Jersey approved the Third Disclosure Statement
explaining Geo Specialty Chemicals, Inc., and its debtor-
affiliate's Third Modified Joint Plan of Reorganization filed on
Nov. 22, 2004.

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

The Court approved the voting and tabulation procedures for the
acceptance or rejection of the Plan.  Ballots must be delivered by
Dec. 15, 2004, at 4:00 p.m., to The Trumbull Group.

Objections to confirmation of the Plan, if any, must be filed and
served by Dec. 15, 2004, at 4:00 p.m.

The Court will convene a confirmation hearing to consider the
merits of the Plan at 2:00 p.m. on Dec. 20, 2004.

                       About the Plan

Under the Company's proposed Plan, which is subject to creditor
approval, confirmation by the Bankruptcy Court, and consummation
of exit financing, GEO's balance sheet will be substantially
deleveraged.  Key elements of the proposed Plan include:

     -- Repayment of the company's current bank debt with a new
        exit financing facility of up to $130M which will also
        be used to fund working capital and pay Plan
        obligations.

     -- Conversion of the Company's $120M 10-1/8% Senior
        Subordinated Notes to equity.

A full-text copy of the Debtors' Third Amended Plan is available
at no charge at:

     http://bankrupt.com/misc/GEO3dPlan.pdf

and a full-text copy of the Debtors' Third Amended Disclosure
Statement is available at no charge at:

     http://bankrupt.com/misc/GEO3dDisco.pdf

Headquartered in Harrison, New Jersey, GEO Specialty Chemicals,
Inc. -- http://www.geosc.com/-- develops, manufactures and
markets a wide variety of specialty chemicals, including over 300
products sold to major industrial customers for various end-use
applications including water treatment, wire and cable, industrial
rubber, oil and gas production, coatings, construction, and
electronics.  The Company filed for chapter 11 protection on March
18, 2004 (Bankr. N.J. Case No. 04-19148).  Alan Lepene, Esq.,
Robert Folland, Esq., and Sean A. Gordon, Esq., at Thompson Hine,
LLP, and Brian L. Baker, Esq., Howard S. Greenberg, Esq., and
Stephen Ravin, Esq., at Ravin Greenberg, PC, represent the Debtors
in their restructuring efforts.  On September 30, 2003, the
Debtors listed $264,142,000 in total assets and $215,447,000 in
total debts.


GORE MUTUAL: S&P Downgrades Ratings to BB based on Public Info
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Gore Mutual Insurance Co. to
'BBpi' from 'BBBpi'.

"The rating action reflects the company's weak operating
performance, marginal liquidity, and very high geographic
concentration, which are partially offset by its adequate
capitalization," said Standard & Poor's credit analyst Tom E.
Thun.

Gore is an Ontario-based company headquartered in Cambridge, with
regional offices in Cambridge and Vancouver, B.C.  It is a small
Canadian mutual insurance company writing predominantly automobile
business (55% of direct premium written in 2003) and property
business (38%).  Gore's geographic concentration is very high,
with about 84% of it direct premium written in 2003 from the
province of Ontario.

Ratings with a 'pi' subscript are based on an analysis of an
insurer's published financial information and additional
information in the public domain.  They do not reflect in-depth
meetings with an insurer's management and are therefore based on
less comprehensive information than ratings without a 'pi'
subscript.  Ratings with a 'pi' subscript are reviewed annually
based on a new year's financial statements, but may be reviewed on
an interim basis if a major event that may affect the insurer's
financial security occurs.  Ratings with a 'pi' subscript are not
subject to potential CreditWatch listings.


GROUPE BOCENOR: Discloses $3 Million Investment Program
-------------------------------------------------------
At the Annual General Meeting of Shareholders of Groupe Bocenor
Inc., Chris Southey, President and Chief Executive Officer,
disclosed that capital expenditures of $3 million will be made
over the next few quarters, including $2 million before the end of
the current fiscal year in February 2005.  These investments will
be earmarked mainly for the purchase of new equipment to increase
the Company's production capacity, enhance its quality of service
and lower operating costs.

"Events in recent quarters, particularly the sharp rise in the
Canadian dollar, have highlighted Bocenor's need to modernize and
optimize its manufacturing base to be more competitive on the
market.  The financial restructuring completed on August 31, 2004,
has made that possible.  Combined with the implementation of a
marketing strategy further focused on high-end products in the
United States and increased efforts to improve Bocenor's return on
assets and overall profitability, these investments will enable us
to partially offset the disadvantage of a strong Canadian dollar,
so as to continue expanding our presence on the U.S. market," Mr.
Southey explains.

Commenting on the Company's outlook, Mr. Southey says he is
confident Bocenor's operating results would improve, especially as
of the next fiscal year.  "Restoring the quality of our service
along with the trust and confidence of our customers and suppliers
is a priority we will steadily work on in the coming months.
While recent quarters have been difficult, they have shown the
strength our core assets, beginning with our base of customers who
have mostly remained loyal to Bocenor throughout the process.  We
also have excellent products that enjoy a good reputation on the
market.  We can count on a solid distribution network tailored to
each of our markets as well as skilled and dedicated employees.
These strengths, coupled with the reinforcement of our balance
sheet and the initiatives that will be implemented shortly, allow
me to be optimistic about Bocenor's future, especially since the
home construction and improvement is currently doing well and
should remain robust in 2005."

                   Senior Management Changes

Groupe Bocenor reports the appointment of Mr. Michel Harvey, C.A.,
as Vice-President, Finance of the Company, replacing Mr. Alain
Landry who is leaving the Company to pursue other interests.  For
the last 18 years, Mr. Harvey has held the position of Financial
Manager of Multiver, a Bocenor division specializing mainly in the
manufacture of sealed glass units for Bocenor's window and door
plants and a growing external customer base.

                       About the Company

Groupe Bocenor, Inc., is a manufacturer and distributor of a
complete line of windows and doors.  The company sells its
products in Quebec, the Maritimes, Ontario and U.S.A, under the
Bonneville Windows and Doors and Polar Windows and Doors trade
marks.  The Multiver division manufactures sealed units and
commercial glass.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 9, 2004, the
Superior Court of Quebec has ratified Groupe Bocenor, Inc.'s
proposal to its unsecured creditors on June 11, 2004, pursuant to
the Bankruptcy and Insolvency Act of Canada, which was approved by
the creditors on July 14, 2004.


HAIGHTS CROSS: Moody's Junks Proposed $20M Senior Unsecured Notes
-----------------------------------------------------------------
Moody's Investors Service has lowered Haights Cross
Communications, Inc.'s senior implied rating and assigned ratings
on two proposed add-on debt issues.

Ratings assigned:

   -- Haights Cross Operating Company's

      * Proposed $30 million add-on second priority senior secured
        floating rate term loan, due 2008 -- B3

      * Proposed $20 million add-on 11-3/4% senior unsecured
        notes, due 2011 -- Caa1

Ratings affirmed:

   -- Haights Cross Operating Company's

      * $30 million senior secured credit facilities, due 2008
        -- B2

      * $100 million second priority senior secured floating rate
        term loan, due 2008 -- B3

      * $140 million 11-3/4% senior unsecured notes, due 2011
        -- Caa1

Ratings downgraded:

   -- Haights Cross Communications, Inc.'s

      * Senior implied rating -- to Caa1 from B3

      * Senior discount notes, due 2011 - to Ca from Caa2

      * Issuer rating - to Ca from Caa2

The rating outlook is stable.

The downgrade of the senior implied rating reflects:

   (1) the impact of the heightened debt burden which the company
       will carry following the proposed debt issuance,

   (2) the continuation of a relatively high level of acquisition
       activity signaled by the proposed debt issuance, and

   (3) the pressure which this places on existing debt holders,
       especially holders of structurally junior debt at the
       holding company level.

The rating action also reflects:

   (1) the company's very high leverage (exacerbated by heavily
       accreting preferreds),

   (2) vulnerability to elementary and high school text book
       spending, and

   (3) competition within the educational and library publishing
       and audio book sectors.

The proposed notes are rated at parity to the existing notes whose
terms and conditions they mirror.  This is largely because Haights
Cross Operating Company's ratings are able to absorb the
incremental debt without ratings disruption.  The holders of debt
and preferred stock of Haights Cross Communications bear the brunt
of loss absorption as evidenced by the downgrade in the holdco
ratings.

In Moody's view, Haights Cross represents a fundamentally sound
business model with attractive upside.  However, the company runs
the risk of being overstretched by the burden of its debt and
preferred stock obligations and challenged by a prospectively
unsustainable capital structure.  Financial visibility is likely
to remain clouded by a Moody's expectation of significant
acquisition activity and the prospect of further debt-financed
acquisitions in the near future.

The ratings are supported by relative stability of Haights Cross's
revenue base, its substantial level of backlist sales, a highly
diversified customer base, low bad debts and recurring sales
profile (especially of its backlist sales) that have helped to
partially buffer Haights Cross from the full impact of the recent
sales slowdown experienced by the educational publishing sector.

The stable outlook incorporates an expectation of increased state
spending on supplemental educational materials, the promise of
higher federal support embodied in the " No Child Left Behind" Act
sponsored by the Bush administration, and the long standing
reputation of the company's educational, professional and library
products.

At the end of September 2004, Haights Cross recorded net debt of
$261 million (gross debt of $319 million less cash of $58 million)
representing leverage of approximately 7.8 times or $34 million,
representing LTM GAAP EBIDTDA ($48 million) less cash pre-
publication expenses ($14 million). Moody's has applied basket B
treatment to Haights Cross preferred stock (ascribing 25% equity
treatment).  Adjusting for the redeemable preferred shares brings
this leverage ratio up to 11.0x.

Pro-forma for the acquisition of both Buckle Down Publishing and
Options Publishing, leverage is expected to increase to 11.2 times
by year-end 2004, then decrease to 10.6 times by the end of 2005.
Considering the relatively modest levels of free cash flow
generation and the high accretion rate of preferred stock
(estimated to accrete to by an additional $57 million by the end
of 2006), Moody's expects it will take at least two years to bring
debt leverage down below 10.0 times.  Management looks to an
eventual IPO to remove the overhang of its preferred stock, but
there can be no assurance that the public equity markets will be
receptive to take out the debt and preferred any time soon.

For the three months ended September 30, 2004, Haights Cross
recorded $6.6 million in revenue growth compared to the prior year
period, due largely to the acquisition of Buckle Down Publishing
(acquired in April 2004) and the impact of timing differences at
Oakstone.  Gains at Recorded Books were significantly offset by
continuing declines at Chelsea House.  According to Moody's
calculations, the company recorded approximately break even free
cash flow for LTM ending September 30, 2004.

In November 2004, the company agreed to acquire the assets and
assume certain liabilities of Options Publishing, Inc., for a
total consideration of $52 million in cash, including $2 million
for property plant and equipment.  Assuming that both this
acquisition and the proposed debt issuance are concluded by the
end of December 2004, Moody's expects that liquidity will decline
only modestly to approximately $84 million by the end of 2004.

The proposed add-on debt will be issued by Haights Cross Operating
Company and will be governed by terms and conditions identical to
those of the company's existing 2nd lien and senior unsecured
debt.  The incurrence of debt at opco places further pressure on
the financial risks borne by all existing debt holders,
particularly holders of the holdco senior discount notes.  The Ca
rating on the holdco discount notes reflects their structural
subordination behind approximately $317 million in debt securities
at the Haights Cross Operating Company.  The rating of the
proposed add-on notes reflects a relatively thin asset protection
profile, that is nevertheless cushioned by approximately
$150 million in Series "A" and Series "B" preferred stock.

Haights Cross, with 2003 revenues of $162 million, provides print
and audio product to schools and libraries.  It is headquartered
in White Plains, New York.


HAIGHTS CROSS: S&P Junks $30 Million Rule 144A Senior Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Haights Cross Communications Inc.'s subsidiary Haights Cross
Operating Co's $30 million add-on to its second-priority senior
secured loan due 2008, and its 'CCC' rating to the company's
$30 million add-on to its Rule 144A senior notes due 2011.

At the same time, Standard & Poor's lowered its corporate credit
rating for HCC to 'B-' from 'B', and its senior unsecured rating
to 'CCC' from 'CCC+'.  The rating agency lowered its senior
unsecured rating for HCOC to 'CCC' from 'CCC+'.  The rating
outlook is now stable.

The second-priority senior secured loan is rated the same as the
corporate credit rating because of the relatively small amount of
potential first-lien debt, and because the second lien places
bondholders in a better position than unsecured and subordinated
creditors.

"The downgrade reflects increased financial risk resulting from
the pending debt issuance, modestly negative discretionary cash
flow, and risks relating to the company's acquisition strategy,"
said Standard & Poor's credit analyst Hal F. Diamond.

White Plains, New York-based HCC is a supplemental education
publisher serving the school and library markets.  As of
Sept. 30, 2004, pro forma for the refinancing, debt was
$369 million, and debt-like preferred stock was $106 million.

The stable outlook reflects the lack of intermediate-term debt
maturities until the second-priority senior secured loan and the
undrawn revolving credit facility both mature in 2008.  The
company will need to improve operating performance and generate
increasing discretionary cash flow to service the discount notes,
which require mandatory cash interest payment in 2009.  Failure to
demonstrate progress toward these goals in 2005 would likely
result in a revision of the outlook to negative.

The lowered ratings reflect HCC's high debt leverage, securities
that will require cash interest and dividends in the next few
years, and the very competitive markets in which most of the
company's businesses participate.  These risks outweigh the
portfolio benefits of owning a number of individual businesses.
Key risk considerations are that these businesses' product quality
and marketing are important contributors to success, and that
their competitors are far larger and better financed entities.
HCC is investing heavily to develop new products and is increasing
marketing spending for growth.

In addition, Standard & Poor's believes that larger, less
leveraged players may have greater strength in product development
and marketing, particularly in the supplemental educational
materials business, which is experiencing a degree of
technological change.


HI-RISE RECYCLING: U.S. Trustee Appoints Four-Member Committee
--------------------------------------------------------------
The United States Trustee for Region 9 appointed four creditors
to serve on the Official Committee of Unsecured Creditors in
Hi-Rise Recycling Companies, Inc.'s chapter 11 case:

      1. Reliance Metal Center
         Attn: Michael W. Kennedy
         P.O. Box 2791
         Phoenix, Arizona 85002
         Phone: 602-275-4471

      2. JC Pacific Trading Co.
         Attn: Jerry Chang
         45 - 53 E. Bigelow St.
         Newark, New Jersey 07114
         Phone: 973-639-9400

      3. South Atlantic Steel, Inc.
         Attn: Randel Holland
         5862 Faringdon PL, Suite 2
         Raleigh, North Carolina 27609
         Phone: 919-876-8842

      4. Tube Service Co.
         Attn: Ginger McIntyre
         1107 E. Jackson Street
         Phoenix, Arizona 85034
         Phone: 602-267-9865

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

Headquartered in Wooster, Ohio, Hi-Rise Recycling Companies, Inc.,
manufactures and distributes industrial recycling and waste
handling equipment in North America.  The company filed for
chapter 11 protection on August 16, 2004 (Bankr. N.D. Oh. Case No.
04-64352).  Lawrence E. Oscar, Esq., at Hahn Loeser & Parks LLP,
represent 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
$10 million to $50 million.


HI-RISE: Has Until Dec. 14 to Make Lease-Related Decisions
----------------------------------------------------------
The Honorable Russ Kendig of the U.S. Bankruptcy Court for the
Northern District of Ohio extended, until Dec. 14, 2004, the
period within which Hi-Rise Recycling Companies, Inc., can elect
to assume, assume and assign, or reject its unexpired
nonresidential real property leases.

The Debtor tells the Court that it is party to six unexpired
nonresidential real property leases.

Hi-Rise reminds the Court that it entered an order on Sep. 30,
2004, approving the sale of substantially all of its assets free
and clear free of liens, claims, interests and encumbrances under
an Asset Purchase Agreement to Wastequip Manufacturing Company.
Wastequip did not seek a Court order to have the Debtor assume and
assign the six unexpired leases that were included in the Asset
Purchase Agreement.

The Debtor explains to the Court that the extension will give it
more time to evaluate each of the six leases' importance to its
reorganization process and decide which of the leases to assume,
assign or reject before the closing date of the sales transaction.

The Debtor assures Judge Kendig that it is current on all its
postpetition obligations under the leases and that the extension
will not prejudice the lessors.

Headquartered in Wooster, Ohio, Hi-Rise Recycling Companies, Inc.,
manufactures and distributes industrial recycling and waste
handling equipment in North America.  The company filed for
chapter 11 protection on August 16, 2004 (Bankr. N.D. Oh. Case No.
04-64352).  Lawrence E. Oscar, Esq., at Hahn Loeser & Parks LLP,
represent 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
$10 million to $50 million.


IMPAC FUNDING: Fitch Puts Low-B & Junk Ratings to 7 Cert. Classes
-----------------------------------------------------------------
Fitch Ratings has taken action on these Impac Funding Corp.
mortgage pass-through certificate issues:

   * Impac SAC Mtge. Pass-Through Certificates, Series 1998-3

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

   * Impac SAC Mtge. Pass-Through Certificates, Series 1998F-1

     -- Class A affirmed at 'AAA';
     -- Class B-1 upgraded to 'AAA' from 'BB';
     -- Class B-2 upgraded to 'BB' from 'B'.

   * Impac SAC Mtge. Pass-Through Certificates, Series 2000-1

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 upgraded to 'AAA' from 'AA';
     -- Class M-3 affirmed at 'BBB';
     -- Class B-1 downgraded to 'CCC' from 'B';
     -- Class B-2 downgraded to 'C' from 'CC'.

   * Impac SAC Mtge. Pass-Through Certificates, Series 2000-3

     -- Class A affirmed at 'AAA';
     -- Class M-1 upgraded to 'AAA' from 'AA';
     -- Class M-2 affirmed at 'BBB+';
     -- Class M-3 downgraded to 'C' from 'CCC'.

   * Impac Secured Assets Corp. Mtge. Pass-Through Certificates,
     Series 2000-4

     -- Class A affirmed at 'AAA';
     -- Class M-1 upgraded to 'AAA' from 'AA';
     -- Class M-2 upgraded to 'AA' from 'A';
     -- Class B affirmed at 'BBB' and removed from Rating Watch
        Negative.

   * Impac Secured Assets Corp. Mtge. Pass-Through Certificates,
     Series 2000-5

     -- Class A affirmed at 'AAA';
     -- Class M-1 upgraded to 'AAA' from 'AA';
     -- Class M-2 upgraded to 'AA' from 'A';
     -- Class B affirmed at 'BBB' and removed from Rating Watch
        Negative.

   * Impac SAC Mtge. Pass-Through Certificates, Series 2001-1
     Pool 1

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

   * Impac SAC Mtge. Pass-Through Certificates, Series 2001-1
     Pool 2

     -- Class A-2 affirmed at 'AAA'.

   * Impac SAC Mtge. Pass-Through Certificates, Series 2001-2

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

   * Impac SAC Mtge. Pass-Through Certificates, Series 2001-3
     Pool 1

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

   * Impac SAC Mtge. Pass-Through Certificates, Series 2001-3
     Pool 2

     -- Class A-2 affirmed at 'AAA'.

   * Impac SAC Mtge. Pass-Through Certificates, Series 2001-4
     Pool 1

     -- Class AI affirmed at 'AAA';
     -- Class M-1 upgraded to 'AA+' from 'AA';
     -- Class M-2 upgraded to 'A+' from 'A';
     -- Class B affirmed at 'BB+'.

   * Impac SAC Mtge. Pass-Through Certificates, Series 2001-4
     Pool 2

     -- Class AII affirmed at 'AAA'.

   * Impac SAC Mtge. Pass-Through Certificates, Series 2001-5
     Pool 1

     -- Class AI affirmed at 'AAA';
     -- Class M-1 upgraded to 'AA+' from 'AA';
     -- Class M-2 upgraded to 'A+' from 'A';
     -- Class B affirmed at 'BBB'.

   * Impac SAC Mtge. Pass-Through Certificates, Series 2001-5
     Pool 2

     -- Class AII affirmed at 'AAA'.

   * Impac SAC Mtge. Pass-Through Certificates, Series 2001-6
     Pool 1

     -- Class AI affirmed at 'AAA';
     -- Class M-1 upgraded to 'AA+' from 'AA';
     -- Class M-2 upgraded to 'A+' from 'A';
     -- Class B downgraded to 'BB' from 'BBB'.

   * Impac SAC Mtge. Pass-Through Certificates, Series 2001-6
     Pool 2

     -- Class AII affirmed at 'AAA'.

   * Impac SAC Mtge. Pass-Through Certificates, Series 2001-7
     Pool 1

     -- Class AI affirmed at 'AAA';
     -- -Class M-1 upgraded to 'AA+' from 'AA';
     -- Class M-2 upgraded to 'A+' from 'A';
     -- Class B affirmed at 'BBB'.

   * Impac SAC Mtge. Pass-Through Certificates, Series 2001-7
     Pool 2

     -- Class AII affirmed at 'AAA'.

   * Impac SAC Mtge. Pass-Through Certificates, Series 2001-8

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

   * Impac SAC Mtge. Pass-Through Certificates, Series 2002-1
     Pool 1

     -- Class AI affirmed at 'AAA';
     -- Class M-1 upgraded to 'AA+' from 'AA';
     -- Class M-2 upgraded to 'A+' from 'A';
     -- Class B affirmed at 'BBB'.

   * Impac SAC Mtge. Pass-Through Certificates, Series 2002-1
     Pool 2

     -- Class AII affirmed at 'AAA'.

   * Impac CMB Trust Series 2001-3

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

   * Impac CMB Trust Series 2001-4

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

   * Impac CMB Trust Series 2002-6F

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A'.

   * Impac CMB Trust Series 2002-7

     -- Class A affirmed at 'AAA';
     -- Class B affirmed at 'BBB'.

   * Impac CMB Trust Series 2002-8

     -- Class A affirmed at 'AAA';
     -- Class B affirmed at 'BBB'.

   * Impac CMB Trust Series 2002-9F

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

   * Impac CMB Trust Series 2003-2F

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

   * Impac CMB Trust Series 2003-5

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

The upgrades, affecting $111,416,988 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 $1.43 billion of certificates, are
due to stable collateral performance and moderate growth in credit
enhancement.  The negative rating actions are the result of poor
collateral performance and the deterioration of asset quality
beyond original expectations, and affect $7,796,695 of outstanding
certificates.

Downgrades to the single C level (series SAC 2000-1, class B-2;
series SAC 2000-3, class M-3) are indicative of an exhaustion of
overcollateralization and other forms of credit enhancement to the
class and signify that the class is experiencing monthly writedown
as a result of monthly loan losses.  The pools are seasoned from a
range of 18 to 55 months.  The pool factors (current principal
balance as a percentage of original) range from approximately
0.08% to 51% outstanding.


INTEGRATED ELECTRICAL: Completes $4 Million Business Unit Sale
--------------------------------------------------------------
Integrated Electrical Services, Inc., (NYSE: IES) had completed
the sale of substantially all of the assets of a commercial
business for total cash consideration of approximately $4 million.
This unit, based in Alabama, was one of the units contemplated in
the company's October 28, 2004, press release which indicated that
IES planned divestitures with combined fiscal year 2004 revenues
of approximately $289 million.

Roddy Allen, IES CEO commented, "I am pleased to announce this
initial sale, as it is part of our previously announced strategic
plan to improve IES' profitability and operating efficiency.  We
intend to update the market on our divestiture progress on a
regular basis."  The unit sold had fiscal year 2004 revenues of
$19.0 million and an operating loss of $410,000.  The net proceeds
from this sale will be used to retire IES' senior secured
indebtedness.

                        About the Company

Integrated Electrical Services, Inc. is the leading national
provider of electrical solutions to the commercial and industrial,
residential and service markets.  The company offers electrical
system design and installation, contract maintenance and service
to large and small customers, including general contractors,
developers and corporations of all sizes.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 12, 2004,
Moody's Investors Service downgraded the ratings of Integrated
Electrical Services, Inc., and maintained the company on review
for possible further downgrade following various events including
the continued postponement of release of the company's fiscal 2004
third quarter 10-Q, concerns surrounding the timing of future
filings, the resignation of the company's Chief Financial Officer,
and the decision by its Chief Operating Officer to step down, an
adverse decision in recent litigation, and concern that recent
events may impact the company's surety bonding.  The downgrade
also reflects difficulty in accessing the company's recent
financial performance as a result of the continued delay in filing
its audited financials for the third quarter of 2004.

Moody's has downgraded these ratings and left them on review for
further possible downgrade:

   * Senior Implied, downgraded to B1 from Ba3;

   * Senior Unsecured Issuer Rating, downgraded to B2 from B1;

   * $173 million (remaining balance) of 9.375% senior
     subordinated notes due 2009 (in two series), downgraded to B3
     from B2.

On August 2, 2004, Integrated Electrical said it was rescheduling
its fiscal 2004 third quarter earnings release and conference call
due to its ongoing evaluation of certain large and complex
projects at one subsidiary that experienced project management
changes in the latter part of the third quarter.  On Aug. 13,
2004, the company announced that it would be delaying the filing
of its fiscal 2004 third quarter 10-Q. On Aug. 16, 2004, the
company disclosed that it had identified potential problems at one
of its subsidiaries and an additional issue in one contract at
another subsidiary.  This review resulted in adjustments to
operating income of $5.7 million.  Integrated Electrical's
auditors, Ernst & Young, advised the company that as a result of
these issues, there were material weaknesses in complying with
Sarbanes-Oxley and that the filing of the 10-Q would occur
simultaneously with the release of the fiscal 2004 year-end audit,
which is expected to occur on or before Dec. 15, 2004.
Furthermore, although the company received a waiver from the
senior subordinated bond holders through Dec. 15, 2004, failure to
file its fiscal 2004 third quarter 10-Q by this date could trigger
a default.  A notice of default under the senior subordinated
notes triggers a cross default under the bank credit agreement.

Integrated Electrical announced on September 29, 2004, that
Richard L. China has resigned his position as Chief Operating
Officer to accept the appointment of Senior Vice President,
Strategic Business Development.  The company also announced on the
same day that Jeffrey Pugh, Chief Financial Officer since June 7,
2004, resigned to pursue other opportunities.  Although these
factors on their own may not be a concern, these announcements
have occurred during a period of turmoil and could suggest that
other issues are brewing or that the problems run deeper than is
currently obvious.  Seemingly unrelated, a verdict against the
company was announced in a case pending in the 133rd District
Court of Harris County, Texas that arose out of the proposed sale
of a subsidiary of the Company and an employment claim by a former
officer of the subsidiary.  Potential losses were initially
estimated not to exceed $30 million and may be much lower if the
judge reduces the amount, the company settles, or wins upon
appeal.  Irrespective of the eventual outcome, this is additional
uncertainty that comes during a tough time in the company's
history.  Moody's is concerned that these factors may affect
future negotiations with its insurance providers and thereby
result in higher surety bonding costs or reduced availability.
Recent events could also affect the company's contract win rates
adversely.

Integrated Electrical already seen its borrowing base (as a
percent of receivables) adjusted slightly as a result of recent
events.

Although the lack of audited financial results makes the ratings
decision more difficult, the company's last twelve months results
through March 31, 2004, had placed the company weakly within its
previous ratings category.  Specifically, for this period,
earnings before interest and taxes (EBIT) to total assets was
under 8.5%, EBITDA less capital expenditures to interest was only
about 2.6 times and EBIT margin was under 5%.  Furthermore, free
cash flow after capital expenditures to debt of 8% is more
indicative of a B1 Senior Implied rating than a Ba3.

Moody's continued review will focus on Integrated Electrical's
progress in addressing weaknesses in its internal controls,
including integrating many disparate subsidiary companies into a
smoothly functioning national corporation and the methods employed
in properly estimating revenues, costs and percentage of
completion on contracts.  In addition, the review will address
Integrated Electrical's continuing relationships with its bank
group and surety provider, litigation risks, and the company's
ongoing liquidity.  Total liquidity, comprised of unrestricted
cash and revolver availability, is believed to currently total
over $50 million.


INTERSTATE BAKERIES: Wants More Time to Remove Actions & Lawsuits
-----------------------------------------------------------------
Before Interstate Bakeries Corporation and its debtor-affiliates
filed for chapter 11 protection, the Debtors were parties to
approximately 200 judicial and administrative proceedings
currently pending in various courts or administrative agencies
throughout the United States, involving a wide variety of claims.
Because of the number of Civil Actions involved and the wide
variety of claims, the Debtors require additional time to
determine which of the Civil Actions should be removed and
transferred to the Court.

Hence, the Debtors ask the Court to extend the time within which
they may file notices of removal under Rule 9027(a) of the
Federal Rules of Bankruptcy Procedure, until the date an order is
entered confirming a reorganization plan in their cases, with
respect to any particular action sought to be removed.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom, LLP,
in Chicago, Illinois, explains that the extension will afford the
Debtors an opportunity to make fully informed decisions
concerning the possible removal of the Civil Actions, thereby
protecting the Debtors' valuable right under Section 1452 of the
Judicial Procedures Code to economically adjudicate lawsuits, if
the circumstances warrant removal.

Mr. Ivester relates that the Debtors had sought and obtained the
Court's approval to institute tort claims resolution procedure in
an attempt to resolve tort claims without the parties having to
engage in litigation.  During the tort claims resolution process,
removal of actions yields little benefit to the estates.
However, if the parties do not reach a resolution and litigation
becomes necessary, the Debtors should then have the opportunity
to make a determination regarding the removal of the Civil
Actions.

Mr. Ivester assures the Court that the Debtors' adversaries and
other parties-in-interest will not be prejudiced by an extension
because these adversaries may not prosecute the Civil Actions
absent relief from the automatic stay.  Nothing will prejudice
any adversary whose proceeding is removed from pursuing remand
pursuant to Section 1452(b).

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)


ITSV INC: iPayment Counsel Removed Due to Conflict of Interest
--------------------------------------------------------------
iPayment, Inc. (Nasdaq:IPMT) was handed a defeat in the case of
ITSV, Inc., v. iPayment et. al., pending in the United States
Bankruptcy Court, Central District, Los Angeles, California.
Bankruptcy Judge Vincent Zurzolo disqualified Greenberg & Bass,
iPayment's long-time attorneys and present counsel, from defending
iPayment against the fraud claims brought against the company and
its principals by Howard M. Ehrenberg, the United States
Bankruptcy Trustee. The Judge ruled that they were in violation of
the Rules of Professional Responsibility and the California
Business and Professions Code by representing iPayment after they
had previously represented adverse party, ITSV.

The Special Counsel to Trustee Ehrenberg, Pratter & Young,
Attorneys, sought the disqualification and alleged that the
conduct of iPayments lawyers was a violation of the lawyer's Canon
of Ethics.  Judge Zurzolo agreed and ordered their immediate
removal.  iPayment is now in search of new lawyers.

Robert J. Young, Esq., principal of Pratter & Young, commented on
this initial victory: "This is but the first step toward the
eventual defeat and exposure of iPayment's fraudulent activities.
We are confident of our case and its eventual successful
resolution in favor of our client Mr. Ehrenberg, who represents
the interests of those creditors and other parties damaged by
scandalous conduct of the corporate defendants. When queried
further into the particulars of the case, Mr. Young declined any
further detailed discussion but did conclude: "iPayment's entire
foundation could very well be at stake if we are successful.
Mssrs. Grimstad, Daily, and Torino, the individual perpetrators
and driving force behind these schemes, are gambling that we won't
be. I'm not so sure that these businessmen will risk their entire
company which is what this lawsuit is all about. The Trustee
and his counsel are confident that they will come to their senses
and accept responsibility before it is too late."

All other motions in the case were continued until January 14,
2005, to give iPayment an opportunity to hire new counsel.

ITSV, Inc., filed for bankruptcy protection on July 26, 2002
(Bankr. C.D. Calif. Case No. 02-31259).  The Bankruptcy Clerk in
Los Angeles notified creditors of a possible dividend in ITSV's
case and the need to file proofs of claim in early May 2004. The
Chapter 7 Trustee overseeing the liquidation is:

          Howard M. Ehrenberg, Esq.
          Sulmeyer Kupetz Baumann & Rothman
          333 South Hope St., 35th Floor
          Los Angeles, CA 90071-1406
          Telephone (213) 626-2311


IVACO INC: Closes Sale of Three Businesses to Heico Subsidiary
--------------------------------------------------------------
Ivaco Inc. disclosed the closing of the previously announced sale
of its Ivaco Rolling Mills LP, Ifastgroupe and Company, LP and
Sivaco Wire Group business to a wholly-owned subsidiary of The
Heico Companies LLC.

Ivaco has closed the previously announced sale of the business of
IMT Corporation on Nov. 26, 2004.

Ivaco Inc. and the other selling parties, Ivaco Rolling Mills LP
and Ifastgroupe and Company LP, have ceased or will soon cease
operations and are continuing their proceedings under the
Companies' Creditors Arrangement Act under the direction of
Randall Benson, Chief Restructuring Officer, with the assistance
of the Court appointed monitor, Ernst & Young Inc.

                        About the Company

Ivaco is a Canadian corporation and is a leading North American
producer of steel, fabricated steel products and precision
machined components.  Ivaco's modern steel operations include
Canada's largest rod mill, which has a rated production capacity
of 900,000 tons of wire rods per annum.  In addition, its
fabricated steel products operations have a rated production
capacity in the area of 350,000 tons per annum of wire, wire
products and processed rod, and over 175,000 tons per annum of
fastener products.

The Court has extended the period of Court protection under the
Companies' Creditors Arrangement Act until December 15, 2004.


JACK RABBIT LINES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Jack Rabbit Lines, Inc.
        3421 West Hovland Avenue
        Sioux Falls, South Dakota 57107

Bankruptcy Case No.: 04-41501

Type of Business: The Debtor provides transportation services.

Chapter 11 Petition Date: December 1, 2004

Court: District of South Dakota (Southern (Sioux Falls))

Judge: Irvin N. Hoyt

Debtor's Counsel: Clair R. Gerry, Esq.
                  Stuart, Gerry & Schlimgen, LLP
                  P.O. Box 966
                  Sioux Falls, SD 57101
                  Tel: 605-336-6400

Total Assets: $1,253,500

Total Debts:  $1,993,987

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Interstate Companies, Inc.                     $51,804
NW 7244
P.O. Box 1450
Minneapolis, MN 55485

Wells Fargo Bus. Payment Processing            $50,462
P.O. Box 29491
Phoenix, AZ 85038

Holiday Credit Office                          $46,730
P.O. Box 1216
Minneapolis, MN 55440

MCI Financial Service                          $31,500

Kevin Trager                                   $30,000

Scott Denney                                   $30,000

Advanta Bank Corp.                             $19,369

Cardmember Service                             $19,114

MBNA America                                   $16,960

Platinum Plus For Business                     $16,027

Brandt, Solomon & Anderson                     $10,627

Accelerated Transportation Solutions            $9,033

Ludolph Service Inc.                            $7,695

Peoria Charter Coach Co.                        $4,907

M. G. Oil Co.                                   $4,497

Southwest Coaches Inc.                          $3,720

Argus Leader                                    $3,552

Athletic World Advertising                      $3,455

Midcontinent Radio of SD                        $2,532

Sisson Printing                                 $2,295


JACUZZI BRANDS: Donald Devine to Become CEO Effective Oct. 2005
---------------------------------------------------------------
Jacuzzi Brands, Inc., (NYSE: JJZ) disclosed that President and
Chief Operating Officer Donald C. Devine will become President and
Chief Executive Officer of the Company, while David H. Clarke, the
current Chairman and Chief Executive Officer, will retire and
become Non-Executive Chairman of the Board.  The appointments will
be effective October 2, 2005, the beginning of the Company's 2006
fiscal year.

"Don and I have worked closely during a remarkable period in
Jacuzzi Brands' history," Mr. Clarke said.  "Over the past three
years, he has been a tireless architect and advocate of
initiatives that have restructured, reorganized and reinvigorated
nearly every facet of the Company's operations.  Importantly, he
has earned the trust and respect of our employees, investors,
suppliers and customers.  Don has consistently demonstrated the
qualities that the Board of Directors and I believe are necessary
to lead Jacuzzi Brands through the next phase of its corporate
evolution, which includes further growth in sales, margins and
market share.

"When the Board and I appointed Don as President and COO in 2003,
we did so in the belief that we had identified my eventual
successor," Mr. Clarke added.  "With the first phase of our
corporate restructuring substantially completed and our future
course set, I believe that the time has come to commence an
orderly succession.  Don and I will spend the next 10 months
ensuring a seamless transition of responsibilities."

Mr. Devine commented, "I am honored by the Board's decision.
David led the transformation of Jacuzzi Brands from a conglomerate
to a focused, profitable and growing operating company.  I am
excited by the opportunity to build upon this legacy, and look
forward to David's continued counsel as Chairman.  I am fortunate
to have the support of a talented team of managers who are
dedicated to furthering the Company's success.  I am confident
that together we will continue to create value for our
shareholders and customers."

      -- Donald Devine

Mr. Devine, 45, was appointed President and Chief Operating
Officer of the Company in April 2003.  He had served as President
and Chief Executive Officer of the Company's Jacuzzi Inc. business
since June 2002.  From 1998-2001, he was President and Chief
Executive Officer of Kimble Glass Inc., the U.S. subsidiary of
Germany's Gerresheimer Group.  Prior to his tenure at Kimble
Glass, Mr. Devine was a senior executive at Ivex Packaging
Corporation, Gaylord Container Corporation, the James River
Corporation and Packaging Corporation of America.  Mr. Devine is a
graduate of the United States Military Academy at West Point and
the University of Virginia, Darden Business School, Executive
Program.

      -- David Clarke

Mr. Clarke, 63, has served as Chairman of the Board and Chief
Executive Officer of the Company since May 1995.  Before joining
the Company, he was Vice Chairman of Hanson PLC from 1993-1995,
Deputy Chairman and Chief Executive Officer of Hanson Industries,
the U.S. arm of Hanson PLC, from 1992-1995 and a director of
Hanson PLC from 1989 until May 1996.

                        About the Company

Jacuzzi Brands, Inc. -- http://www.jacuzzibrands.com/-- through
its subsidiaries, is a global manufacturer and distributor of
branded bath and plumbing products for the residential, commercial
and institutional markets.  These include whirlpool baths, spas,
showers, sanitary ware and bathtubs, as well as professional grade
drainage, water control, commercial faucets and other plumbing
products.  The Company also manufactures premium vacuum cleaner
systems.  Products are marketed under our portfolio of brand
names, including JACUZZI(R), SUNDANCE(R), ELJER(R), ZURN(R),
ASTRACAST(R) and RAINBOW(R).

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 6, 2004,
Fitch Ratings affirmed its ratings on Jacuzzi Brands, Inc.'s
$380 million 9.625% senior secured notes at 'B', $200 million
asset based bank credit facility at 'BB' and $65 million term loan
at 'BB-'.  The Rating Outlook is Stable, Fitch said in August.

The ratings consider the company's leading brands in its bath and
plumbing segments, increased distribution of its bath products and
strong operating margins of its plumbing and Rexair segments.  The
ratings also consider the high cost structure of the Eljer
operations, the level of debt and leverage, the challenging
operating environment and negative pressures on operating profit
margins, particularly in the bath and plumbing segments, and
sensitivity to changes in levels of consumer spending and
construction activity.

Jacuzzi Brands is focused on strengthening its three operating
segments, bath products, plumbing products and Rexair, through
brand investment, elimination of high cost manufacturing and
unprofitable product lines and other cost cutting efforts.
Revenues have benefited from increased distribution of bath
products as well as market share gains in plumbing products.  Most
significantly, during 2003, Jacuzzi Brands became the principal
supplier of stocked whirlpool bath products to Lowe's Companies,
Inc.  As a result of the Lowes business, increased market share in
domestic spas and additional home center business in the UK, bath
products segment revenues have increased substantially, up 21% for
the first half of 2004, following revenue declines in 2000 and
2001 when the company lost inventory positions in whirlpool baths
and spas at the large home improvement retailers.

Nonetheless, operating margins across all segments have been
challenged for several reasons. Bath segment margins in fiscal
2003 were negatively impacted by costs related to the Lowe's
distribution rollout, Chino plant start-up and Southern California
workers compensation.  In the first half of 2004, manufacturing
costs for the Eljer brand of bath products remained high given its
U.S. base, however, Fitch recognizes the company's ongoing actions
to rationalize these operations.  In addition, Plumbing products'
margins have been pressured by rising steel prices and highly
competitive markets in the commercial construction market and
Rexair operating margins have declined given increased costs
associated with the introduction of its new vacuum cleaner model
during the first half of fiscal 2004.

Fitch anticipates that Jacuzzi Brands' revenues will further
increase as the Lowe's distribution agreement is annualized and as
the company continues to introduce new products.  Operating
profits should benefit from cost reductions obtained through the
company's restructuring efforts to rationalize manufacturing
facilities and unprofitable product lines as well as lower rollout
costs as the Lowe's whirlpool bath and Rexair vacuum product
launches have been completed.

As a result of increased operating profits together with debt
reduction from cash flow generation, credit measures are expected
to strengthen over the intermediate term.  For the twelve months
ended March 31, 2004, leverage, measured by total debt-to-EBITDA
was 4.2 times and EBITDA coverage of interest was 2.1x, this
was an improvement from 6.2x and 1.7x respectively in fiscal 2002.


JEUNIQUE INTERNATIONAL: Confirmation Hearing Continues on Dec. 9
----------------------------------------------------------------
The Honorable Maureen A. Tighe of the U.S. Bankruptcy Court for
the Central District of California will convene a hearing at 10:00
a.m., on December 9, 2004, to give further consideration to
approving of the adequacy of the Disclosure Statement explaining
the Plan of Reorganization filed by Juenique International, Inc.,
and evaluating whether the plan should be confirmed.

The Debtor filed its Plan of Reorganization and Disclosure
Statement on September 28, 2004, and the Court held a combined
Disclosure Statement and Confirmation hearing on November 18,
2004.  Judge Tighe ordered the hearing continued to December 9,
2004.

The Debtor's Plan is funded by:

   a) an $870,000 infusion of capital by the Debtor's President
      and largest creditor, Mulford J. Nobbs; and

   b) Mr. Nobbs, his wife, their family trust, and other entities
      they control will partially subordinated their claims
      against the Debtor;

Mr. Nobbs' capital infusion will be used to pay all priority and
administrative claims, pay certain secured claims and make the
other distributions called for under the Plan.  Mr. Nobbs or his
designee will receive 100% of the shares of the reorganized
Jeunique International in exchange for his capital infusion and
agreement to partially subordinate and forgive his secured and
unsecured claims totaling approximately $26 million.

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

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

Judge Tighe also extended the period within which Jeunique
International can file a chapter 11 plan through and including
December 24, 2004.  The Debtor's first exclusive period expired on
November 27, 2004.

Headquartered in City of Industry, California, Jeunique
International, Inc. -- http://www.juenique.com/-- is a Direct
Selling Company that develops and markets beauty and health
products and fashion apparel.  The Company filed for chapter 11
protection on June 1, 2004 (Bankr. C.D. Cal. Case No. 04-22300).
Mark S. Horoupian, Esq., at Sulmeyer Kupetz A P.C., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed over $10 Million in
estimated assets and over $50 Million in estimated liabilities.


METRIS MASTER: S&P Raises Secured Notes' Rating to AAA from B+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A and B certificates from Metris Master Trust's series 2000-1 and
on the accompanying secured notes from Metris Secured Note Trust
2000-1.

The raised ratings are a result of Metris Cos. Inc.'s defeasance
of series 2000-1, which is expected to mature in February 2005
(class A) and March 2005 (class B and C).  Metris has deposited
sufficient principal into the series 2000-1 principal funding
account to pay each class of securities at or before maturity, and
has made a separate provision in the accumulation period reserve
account for the series that is sufficient to pay monthly interest
on each class of securities until maturity.

The interest provision has been made by depositing additional
funds into the accumulation period reserve account, which was
already fully funded to the required amount of 75 basis points of
the class A initial invested amount.  The additional amount
deposited should be sufficient to cover the required interest
payments for the December 2004, January, February, and March 2005
distribution dates even if the LIBOR index, to which the class
interest rates are tied, increases.  As part of its review of the
defeasance, Standard & Poor's requested that an additional amount
be deposited in order to cover the interest rate risk of these
floating-rate securities.  The principal provision has been made
by depositing funds in the principal funding account sufficient to
repay all principal on the securities at maturity.

As a result of this defeasance, the securities in series 2000-1
are now collateralized by cash equal to the full amount of the
principal investments in the principal funding account.  The
deposit in the trust accumulation period reserve account is
expected to provide sufficient funds to cover monthly interest
until the maturity of each security.  Since the credit risk
associated with the series is now limited only to the
institutional risk of the cash deposits, which is rated 'A-1+',
the ratings on the securities can be raised.

                         Ratings Raised

                      Metris Master Trust
                         Series 2000-1

                               Rating
                   Class   To           From
                   -----   --           ----
                   A       AAA          A
                   B       AAA          BBB

                   Metris Secured Note Trust
                         Series 2000-1

                               Rating
                   Class   To           From
                   -----   --           ----
                   Notes   AAA          B+


NORTHWOODS CAPITAL: Fitch Affirms BB Rating on Class VI Notes
-------------------------------------------------------------
Fitch Ratings affirms six classes and upgrades one class of notes
issued by Northwoods Capital II, Limited.  These rating actions
are effective immediately:

   -- $229,000,000 class I notes affirm at 'AAA';
   -- $76,000,000 class II notes affirm at 'AA';
   -- $36,000,000 class III notes affirm at 'A';
   -- $35,000,000 class IV notes affirm at 'BBB+';
   -- $12,000,000 class V notes affirm at 'BBB';
   -- $7,000,000 class VI notes affirm at 'BB';
   -- $10,000,000 combination notes upgrade to 'A+' from 'BBB'.

Northwoods II is a collateralized loan obligation managed by
Angelo, Gordon & Co., L.P., which closed March 23, 2000.  At
inception, Northwoods II targeted a composition of 80% senior
secured loans and 20% discounted senior secured loans.  Included
in this review, Fitch discussed the current state of the portfolio
with the asset manager and their portfolio management strategy
going forward.

Since the last rating action, Oct. 29, 2003, the collateral has
continued to perform within expectations.  The weighted average
rating factor -- WARF -- has improved slightly from 54 to 53
('B').  The senior overcollateralization ratio has increased from
134.7% to 135.5% as of the trustee report dated Oct. 1, 2004,
versus a trigger of 112%.  As of the Oct. 1, 2004, trustee report,
Northwoods II's defaulted assets represented less than 1% of the
approximately $357.4 million of total collateral, excluding
eligible investments.  Assets rated 'CCC+' or lower represented
approximately 4.4%, excluding defaults.

The combination note is comprised of $6.5 million of the class III
notes and $3.5 million of the preferred shares.  The combination
notes have returned $4.85 million or 48.54% through preferred
share distributions as well as interest payments from the class
III notes.  As of Oct. 1, 2004, the rated balance on the
combination notes was $5.15 million.

The ratings of the class I through class VI notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The rating
of the combination notes addresses the return of the stated
balance of principal by the legal final maturity date.

As a result of this analysis, Fitch has determined that the
original ratings assigned to the classes I through VI notes still
reflect the current risk to the note holders.  Fitch also feels
that the risk profile for the combination notes warrants an
upgrade to 'A+' from 'BBB'.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  For more information on the Fitch
VECTOR Model, see 'Global Rating Criteria for Collateralized Debt
Obligations,' dated Sept. 13, 2004, available on Fitch's web site
at http://www.fitchratings.com/


OCWEN FEDERAL: Fitch Comments on Voluntary Dissolution Plans
------------------------------------------------------------
Fitch Ratings has issued a comment on this week's announcement
that Ocwen Federal Bank FSB -- OFB, the primary banking subsidiary
of Ocwen Financial Corp. -- OCN, has filed an application for
voluntary dissolution with its principal regulator, the Office of
Thrift Supervision -- OTS.  In the event that the sale of the
bank's deposits has a nominal effect on the company's financial
condition, Fitch does not expect the transaction to result in a
rating action or outlook adjustment.  Historically, the company's
bank charter has not been a significant driver in Fitch's overall
assessment of OCN given the steady decline in deposit funding.
Fitch acknowledges, however, that in electing to relinquish its
bank charter, the benefits of federal pre-emption will no longer
be applicable to OCN and the company will be required to license
and comply with the state lending laws in which it operates.

Although the OTS is currently reviewing the company's application
to dissolve its bank charter, Fitch believes that the application
will be approved provided there is an appropriate plan for
dissolution.  Until such time, OFB remains subject to the
supervisory agreement issued in April 2004 between the OTS and
OFB.  Under the terms of the agreement, OFB agreed to improve its
mortgage loan servicing practices, including dealings with its
customers, and enhance its compliance with applicable laws and
regulations.  At the time the agreement was signed, OFB had
already implemented some of the recommended enhancements and had
committed to address the remaining items.

In addition to assessing business performance, Fitch will monitor
the company's ability to secure longer term funding and its
success in accessing the German retail deposit market through its
recent acquisition of Bankhaus Oswald Kruber KG going forward.  If
the transaction receives regulatory approval and is completed,
Fitch would withdraw all outstanding ratings for OFB at such time.

Ocwen Financial Corp. is a financial services company based in
West Palm Beach, Florida.  The company provides servicing and
special servicing of non-conforming, sub-performing residential
and commercial mortgages to third parties.  OCN is also active in
developing servicing-related software.

A complete list of ratings is as follows:

   * Ocwen Financial Corp.

     -- Senior Debt 'B';
     -- Short-term 'B';
     -- Individual 'D';
     -- Support '5';
     -- Rating Outlook Stable.

   * Ocwen Federal Bank

     -- Long-term Deposits 'B+';
     -- Short-term Deposits 'B';
     -- Subordinated Debt 'B-';
     -- Individual 'C/D';
     -- Support '5';
     -- Rating Outlook Stable.


ONSOURCE CORP: Sept. 30 Balance Sheet Upside-Down by $1.6 Million
-----------------------------------------------------------------
OnSource Corporation (OTCBB: OSCE) reported its financial results
for its fiscal first quarter ended September 30, 2004.

Revenues for the quarter ended Sept. 30, 2004, decreased by 10% to
$525,693 compared to $586,792 for the prior year period.  The
decline is attributed to a decrease in service revenues resulting
from our assignment of facility management service contracts that
occurred January 1, 2004.  Those contracts previously provided
quarterly revenues approximating $129,000 and incurred associated
expenses approximating $61,000.  Product sales for the quarter
ended September 30, 2004, were $483,819, an increase of 13%
compared to the $428,732 reported in the prior year period.  The
increase is attributed primarily to increased marketing efforts,
including the addition of a sales representative.  We also
increased our ATM business during the period.

Net income for the quarter ended September 30, 2004, increased
115% to $73,184 or $0.08 per share compared to $34,105 or $0.04
per share for the quarter ending September 30, 2003. We were able
to improve net income for the quarter because we increased product
sales by 13%, decreased operating expenses by 6%, and recorded
proceeds of $59,175 from the assignment of facility management
contracts.

                   About OnSource Corporation

OnSource Corporation is the parent company of Global Alaska
Industries, Inc., which owns and operates Alaska Bingo Supply,
Inc., located in Anchorage, Alaska.

At Sept. 30, 2004, OnSource Corp.'s balance sheet showed a
$1,591,655 stockholders' deficit.


OPBIZ LLC: S&P Assigns B- Rating to $496M Senior Secured Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating and a
recovery rating of '2' to OpBiz LLC's $496 million senior secured
credit facility, indicating that lenders would realize a
substantial amount of recovery of principal (80%-100%) in the
event of default.  Proceeds from the bank facility were used to
help the company fund the August 2004 purchase of the Aladdin
Hotel & Casino.

In addition, Standard & Poor's assigned a 'B-' corporate credit
rating to Las Vegas, Nevada-based Opbiz. The bank loan rating is
the same as the corporate credit rating given this recovery
expectation.  The outlook is stable. Total consolidated debt
outstanding, including the company's obligation under its energy
service agreement and holding

The Aladdin Hotel & Casino, which opened in mid-2000, struggled
from its inception as a result of lower-than-expected revenues due
to a challenging design and highly competitive market conditions.
The lower revenues, combined with a high initial cost structure,
resulted in the previous owners filing for protection under the
U.S. bankruptcy code in late 2001.  OpBiz, which is indirectly
owned by Bay Harbour Management LLC, Robert Earl (the founder of
Planet Hollywood), and Starwood Hotels & Resorts Worldwide,
purchased the asset out of bankruptcy and assumed operations in
August 2004.

The cash flow being generated by the Aladdin is well below the
level generated by similar properties catering to the middle
market customer.  In an effort to drive visitor volume and improve
near-term cash flow, the new owners have entered into an agreement
with Sheraton to manage the Aladdin hotel and include the room
inventory in its reservation system.

In addition, to better position the property to compete in the
longer term, the company plans on renovating and re-branding the
Aladdin to incorporate the Planet Hollywood theme.  This project,
which is expected to cost in excess of $100 million, is expected
to include redoing the exterior of the building, improving the
ingress/egress to the property, renovating the casino floor,
updating the slot product, etc.  Construction is expected to
commence during the first half of 2005 and be completed within
approximately 12 months.  "We expect that given the extent of the
planned renovations, some disruption to existing operations is
likely to occur.  However, the combination of the re-branding and
the presence of the Sheraton brand is expected to drive
incremental visitation to the property," said Standard & Poor's
credit analyst Michael Scerbo.


OREGON ARENA: Judge Perris Confirms Fourth Amended Plan
-------------------------------------------------------
The Honorable Elizabeth L. Perris of the U.S. Bankruptcy Court for
the District of Oregon confirmed the Fourth Amended Plan of
Reorganization filed by Oregon Arena Corporation.

Judge Perris determined that the Plan:

     * properly classifies the claims,

     * specifies the unimpaired classes of claims,

     * specifies the treatment of unimpaired classes of claims,

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

     * provides adequate and proper means for its
       implementation,

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

     * complies with applicable provisions of the Bankruptcy
       Code,

     * was proposed in good-faith,

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

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

     * is feasible,

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

     * does not alter retiree benefits,

     * is fair and equitable, and

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

                         About the Plan

The Plan's primary purpose is to transfer the collateral securing
repayment of $192 million of outstanding bonds to the Noteholders.
Pursuant to the Plan, Noteholders will receive the transfer of
their collateral and assignment of all contracts necessary to
operate the Debtor's sports arena on the Effective Date.

The Noteholders secured claim is only $61.3 million leaving an
unsecured deficiency of over $131 million.  The Debtor anticipates
that 99% of the fund for the class of unsecured claims will be
paid to the Noteholders' which will give less than 1% to holders
of other unsecured claims.

Holders of convenience class claims will receive, on the Effective
Date, 50% of their allowed claims.  Based on the distribution,
unsecured claims will be better served by making the election of a
convenience class claims.

Upon confirmation, all equity securities including Common Stock of
the Debtor will be cancelled and nullified.

Once the Plan is consummated, the Company will be dissolved
pursuant to Oregon Law.

Headquartered in Portland, Oregon, Oregon Arena Corporation, owns
Portland's Rose Garden, one of the city's entertainment arenas and
home of the NBA's Portland Trail Blazers.  The company filed for
chapter 11 protection on February 27, 2004 (Bankr. D. Oreg. Case
No. 04-31605).  Paul B. George, Esq., at Foster Pepper Tooze LLP
and R. Michael Farquhar, Esq., at Winstead Sechrest & Minick P.C.,
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed an
estimated assets of more than $10 million and estimated debts of
more than $100 million.


PARK PLACE: Fitch Rates $64.5 Million Class M-10 Certificates BB+
-----------------------------------------------------------------
Fitch Ratings assigned ratings to Park Place Securities Inc.'s
$4.171 billion asset-backed pass-thru certificates, series
2004-WHQ2:

   -- $3.416 billion classes A-1A through A-1D, A-2A, A-2B and A-
      3A through A-3E certificates 'AAA';

   -- $70.95 million class M-1 'AA+';

   -- $197.80 million class M-2 'AA';

   -- $70.95 million class M-3 'AA-';

   -- $94.60 million class M-4 'A+';

   -- $62.35 million class M-5 'A';

   -- $27.95 million class M-6 'A-';

   -- $47.30 million class M-7 'BBB+';

   -- $60.20 million class M-8 'BBB';

   -- $58.05 million class M-9 'BBB';

   -- $64.50 million privately offered class M-10 'BB+'.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 17.55% subordination provided by:

         * classes M-1 through M-10,
         * monthly excess interest, and
         * initial overcollateralization of 3%.

Credit enhancement for the 'AA+' rated class M-1 certificates
reflects the 15.90% subordination provided by:

         * classes M-2 through M-10,
         * monthly excess interest, and
         * initial overcollateralization of 3%.

Credit enhancement for the 'AA' rated class M-2 certificates
reflects the 11.30% subordination provided by:

         * classes M-3 through M-10,
         * monthly excess interest, and
         * initial overcollateralization of 3%.

Credit enhancement for the 'AA-' rated class M-3 certificates
reflects the 9.65% subordination provided by:

         * classes M-4 through M-10,
         * monthly excess interest, and
         * initial overcollateralization of 3%.

Credit enhancement for the 'A+' rated class M-4 certificates
reflects the 7.45% subordination provided by:

         * classes M-5 through M-10,
         * monthly excess interest, and
         * initial overcollateralization of 3%.

Credit enhancement for the 'A' rated class M-5 certificates
reflects the 5.35% subordination provided by:

         * classes M-6 through M-10,
         * monthly excess interest, and
         * initial overcollateralization of 3%.

Credit enhancement for the 'A-' rated class M-6 certificates
reflects the 5.35% subordination provided by:

         * classes M-7 through M-10,
         * monthly excess interest, and
         * initial overcollateralization of 3%.

Credit enhancement for the 'BBB+' rated class M-7 certificates
reflects the 4.25% subordination provided by:

         * classes M-8 through M-10,
         * monthly excess interest, and
         * initial overcollateralization of 3%.

Credit enhancement for the 'BBB' rated class M-8 certificates
reflects the 2.85% subordination provided by:

         * classes M-9 and M-10
         * monthly excess interest, and
         * initial overcollateralization of 3%.

Credit enhancement for the 'BBB' rated class M-9 certificates
reflects the 1.50% subordination provided by:

         * class M-10,
         * monthly excess interest, and
         * initial overcollateralization of 3%.

Credit enhancement for the privately offered 'BB+' rated
class M-10 certificates reflects:

         * monthly excess interest, and
         * initial overcollateralization of 3%.

In addition, the ratings reflect the integrity of the
transaction's legal structure as well as the capabilities of HomEq
Servicing Corporation as Master Servicer.  Wells Fargo Bank N.A.
will act as Trustee.

The mortgage pool consists of closed-end, first and second lien
subprime mortgage loans that may or may not conform to Freddie Mac
and Fannie Mae loan limits.  As of the cut-off date
(Nov. 30, 2004), the mortgage loans have an aggregate balance of
$3,500,000,021.73.  The weighted average loan rate is
approximately 7.293%.  The weighted average remaining term to
maturity is 358 months.  The average cut-off date principal
balance of the mortgage loans is approximately $170,640.15.  The
weighted average original loan-to-value ratio is 82.98% and the
weighted average Fair, Isaac & Co. -- FICO -- score was 610.  The
properties are primarily located in:

                  * California (29.70%),
                  * Florida (9.47%), and
                  * Illinois (7.81%).

The loans were originated or acquired by Argent Mortgage Company,
LLC, and Olympus Mortgage Company.  Both mortgage companies are
affiliates of Ameriquest Mortgage Company.  Ameriquest Mortgage
Company is a specialty finance company engaged in the business of
originating, purchasing and selling retail and wholesale subprime
mortgage loans.  Both Argent and Olympus focus primarily on
wholesale subprime mortgage loans.


PAYLESS SHOESOURCE: November Same-Store Sales Tumble 2.3%
---------------------------------------------------------
Payless ShoeSource, Inc., (NYSE: PSS) reported that same-store
sales decreased 2.3 percent during the November reporting period,
the four weeks ended Nov. 27, 2004.

Company sales totaled $206.4 million, a 1.0 percent decrease from
$208.5 million during fiscal November of last year.

Total sales for the first ten months of fiscal 2004 were $2.34
billion, compared with $2.35 billion during the similar period in
fiscal 2003.  Same store sales decreased 0.6 percent during the
first ten months of the fiscal year.

                  Progress on Strategic Initiatives

In August the company announced a series of strategic initiatives
as part of a plan designed to sharpen the company's focus on its
core business strategy, reduce expenses, accelerate decision-
making, increase profitability, improve operating margin, and
build value for shareowners over the long-term.

These initiatives include:

     * exiting Parade, Peru and Chile;

     * the closing of approximately 260 additional Payless
       ShoeSource stores;

     * the reduction of wholesale businesses that provide no
       significant growth opportunity; and

     * a reduction of the company's expense structure.

The Company estimates that the total costs relating to the
strategic initiatives could be in the range of $77 million to $90
million, consistent with previous disclosures.

During November, the company closed 85 stores in North America.
In addition, on October 27th, 2004, the company entered into an
agreement to transfer ownership of its Peruvian business entity,
including all related operations and liabilities, to Orion
Investment Capital Inc., an organization comprised of some owners
of the company's South American joint-venture partner, in
consideration of Orion assuming the liabilities of the entity.
The transaction was completed on November 15, 2004.

The company expects to complete all of the strategic initiatives
by the end of fiscal 2004, and to end the year with its inventory
assortment appropriately positioned for Spring 2005.

On November 19th, the company opened its first store in Japan.
The company has curtailed any other expansion into new
international markets to focus on its core business.

                        About the Company

Payless ShoeSource, Inc., is the largest specialty family footwear
retailer in the Western Hemisphere.  As of the end of November
2004, the Company operated a total of 4,951 stores offering
quality family footwear and accessories at affordable prices.  In
addition, customers can buy shoes over the Internet through
Payless.com(R), at http://www.payless.com/

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 6, 2004,
Standard & Poor's Ratings Services lowered its ratings on Topeka,
Kansas-based specialty footwear retailer Payless ShoeSource Inc.
The corporate credit rating was lowered to 'BB-' from 'BB'.  All
ratings were removed from CreditWatch, where they were placed with
negative implications on March 2, 2004.  The outlook is negative.

"The downgrade reflects a continuation of weak operating trends,
resulting in subpar credit protection measures, and our
expectation that Payless will remain challenged to achieve a
sustainable improvement in operating performance due to increased
competition," said Standard & Poor's credit analyst Ana Lai.  "The
ratings reflect Payless' participation in the highly competitive
footwear retailing industry, inconsistent sales performance, and
thin credit protection measures.  These risks are partly offset by
the company's good market position, significant economies of scale
in sourcing and distribution, and adequate financial flexibility."


PG&E NATIONAL: Noteholders Committee Dissolved as of Oct. 29
------------------------------------------------------------
Joel I. Sher, Esq., at Shapiro Sher Guinot & Sandler, in
Baltimore, Maryland, informs the U.S. Bankruptcy Court for the
District of Maryland that the Official Noteholders Committee is
dissolved as of Oct. 29, 2004, except as to objections to certain
fee claims.

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


PRESTIGE BRANDS: Moody's Reviewing Ratings & May Upgrade
--------------------------------------------------------
Moody's Investors Service has placed the long-term debt ratings of
Prestige Brands, Inc., on review for possible upgrade, following
the company's announcement that it is seeking an initial public
equity offering, with a substantial portion of the proceeds to be
used for debt repayment.  Separately, Moody's affirmed Prestige's
speculative grade liquidity rating at SGL-3.

These ratings were placed under review for possible upgrade:

   * Senior implied rating, B2;

   * $50 million senior secured revolving credit facility, B1;

   * $373 million senior secured term loan facility, B1;

   * $100 million second lien senior secured term loan C facility,
     B2;

   * $210 million 9.25% senior subordinated notes, Caa1;

   * Senior unsecured issuer rating, B3.

The review for possible upgrade is prompted by Prestige's plans to
launch a $415 million initial public equity offering, with a
substantial portion of the proceeds to be used to repay the
company's higher interest rate debt.  As such, Moody's believes
that funded leverage may decline to around 4.8x EBITDA from pro
forma levels at September 2004 of around 6.5x, and that interest
coverage may improve to over 4.0x from just under 3.0x.  Moody's
believes that these prospective credit metrics would comfortably
position Prestige within the B1 rating category, notwithstanding
its limited scale, still large funded debt levels, heavy
competition and brand support needs for many product lines, and
highly-acquisitive nature.  The ratings continue to be supported
by Prestige's diverse portfolio of leading, niche brands (in
largely stable, recession-resistant categories), by its
experienced management team, and by its scalable, low-cost
operating platform.  In combination, these factors result in high
margins, strong predictable cash flows, and high brand equities,
which support Prestige's debt.

Moody's also recognizes that the transaction is expected to
substantially repay the equity investment made by GTCR in forming
the company earlier this year, and alter the company's ownership
and governance structure.  Moody's review will focus on both the
success and magnitude of the deleverging transaction and on the
longer-term financial and strategic implications of the ownership
and capital structure changes.  A commitment to maintaining or
improving upon prospective credit metrics and deleveraging would
likely prompt a ratings upgrade.  Whereas, the capacity and
intention to return to current leverage levels through large,
debt-financed acquisitions or shareholder return initiatives would
likely result in the confirmation of the ratings at current
levels.

The affirmation of the SGL-3 speculative grade liquidity rating
continues to reflect Prestige's adequate liquidity profile for the
coming twelve-month period.  Although the company's faces moderate
risk of cash flow volatility due to competitive threats and brand
investment needs, Prestige's:

   (1) diverse portfolio of relatively stable, non-seasonal
       brands;

   (2) high margins;

   (3) flexible, outsourced business model; and

   (4) low-capital expenditure requirements

all suggest fairly steady and predictable positive cash flows and
near full availability on its $50 million revolving credit
facility.

The credit facility was undrawn at quarter-end September 2004, but
was modestly used to fund a recent acquisition.  Moody's expects
full paydown by quarter-end December 2004.

The rating is materially restrained by modest EBITDA cushions
relative to financial covenants.  Although Moody's does not
anticipate material profit declines from current levels,
compliance throughout calendar 2005 could be challenging given the
need to achieve synergies, stepdowns in the required maximum
leverage covenant, and the impact on interest expense from
potential further rate increases.  The SGL rating could be raised
if sustainable profit gains and reset covenant levels provide a
more customary 20% cushion to financial covenants.  To a lesser
extent, the SGL rating is also restrained by modest cash balances,
which are likely to remain so given the expectation that cash
flows will largely be used to paydown term loan balances under
required amortization and excess cash flow sweep provisions.
Lastly, Prestige has limited alternative liquidity sources with
the vast majority of its valuable assets being pledged to the
senior credit facilities.

For the six month period ended September 2004, Prestige reported
pro forma sales and EBITDA gains of 8% and 11%, respectively,
driven by strength in its OTC and Household segments -- Compound W
and Comet, with some weakness evident in Personal Care -- Cutex.
In addition, the company is beginning to realize synergy benefits
from acquisitions made earlier this year.

In October 2004, Prestige acquired the rights to the Little
Remedies brand of pediatric OTC healthcare products through the
acquisition of Vetco, Inc., stock for around $49 million or 8.5x
LTM June 2004 EBITDA.  Management expects continued niche segment
growth, new product and distribution opportunities, and
integration synergies to justify the high multiple.  Moody's
recognizes the risks posed by this fully-priced, debt-financed
acquisition, particularly given its modest scale and challenges in
sustaining its profit levels while seeking to grow facing off
against both well-resourced and niche competitors.  However, these
risks are substantially mitigated by the general alignment of the
acquisition with management's strategies to acquire recognized
brands and leverage its existing distribution, sales and
marketing, sourcing, and back office capabilities.  Further, risks
are offset by the modest size of the acquisition and the moderate
increase in funded debt levels given the predominant use of
existing cash balances to consummate the transaction.

Prestige Brands, Inc., headquartered in Irvington, New York, is a
provider of branded consumer products in the OTC, Household and
Personal Care segments, with brands including Compound W,
Chloraseptic, Comet, and Spic and Span.  The company was formed by
GTCR Golder Rauner to acquire Medtech Holdings, Inc., The Denorex
Company, the Spic and Span Company, and Bonita Bay Holdings from
February to April 2004.  Pro forma sales for the twelve-month
period ended September 2004 (excluding Little Remedies) were
approximately $290 million.


PRICELINE.COM: Purchases 100% Equity Stake in Travelweb LLC
-----------------------------------------------------------
Priceline.com (Nasdaq: PCLN) has purchased InterContinental Hotels
Group's (Lon: IHG, NYSE: IHG [ADRs]) equity stake in Travelweb LLC
for approximately $4.1 million in cash, giving priceline.com 100
percent ownership of the reservation service.  Travelweb offers
specially negotiated published-price accommodations for thousands
of quality hotels around the world, including those owned and
affiliated with Travelweb's founding hotel partners.

Initially, Travelweb had seven co-owners:

      -- IHG,
      -- priceline.com,
      -- Marriott,
      -- Hyatt,
      -- Hilton,
      -- Starwood, and
      -- Pegasus Systems.

In May 2004, priceline.com purchased the equity stakes of all
partners except IHG, as the certification of Travelweb was still
pending.

Also, Travelweb has been notified by IHG that it is now certified
as an online distributor for IHG's more than 3,500 hotels
worldwide, including InterContinental Hotels and Resorts, Crowne
Plaza, Holiday Inn, Holiday Inn Express, Staybridge Suites,
Candlewood Suites, and Hotel Indigo.  Priceline.com's Name Your
Own Price(R) hotel service was certified by IHG earlier this year.

"Travelweb and priceline.com share our values and consistently act
in the best interests of our customers and hotel owners," said Jim
Young, IHG's Senior Vice President, Global Distribution.  "We're
pleased to certify Travelweb as a valued distributor for
InterContinental Hotels Group's family of hotels."

                       About the Company

Priceline.com is a travel service that offers leisure airline
tickets, hotel rooms, rental cars, vacation packages and cruises.
Priceline.com also has a personal finance service that offers home
mortgages, refinancing and home equity loans through an
independent licensee.  Priceline.com owns and operates the retail
travel Web sites Travelweb.com, Activereservations.com,
Lowestfare.com, RentalCars.com and BreezeNet.com. Priceline.com
licenses its business model to independent licensees, including
pricelinemortgage and certain international licensees.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2004,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to online travel agency Priceline.com Inc.  At the
same time, Standard & Poor's assigned its 'B' rating to the
company's two convertible senior notes due 2010 and 2025.  The
outlook is stable.  As of June 30, 2004, Priceline.com had total
debt outstanding of $223.4 million.

"The ratings reflect Priceline.com's significant supplier
concentration in airlines and hotels, low profit margins,
acquisition-driven growth strategy, and participation in the
highly competitive online travel market," said Standard & Poor's
credit analyst Andy Liu.  "These factors are only partially offset
by the company's leading position in the consumer bid-based travel
business and its good cash balances, which provide some cushion,"
he added.


QUIGLEY COMPANY: Dist. Ct. Frowns on Smorgasbord-Style Litigation
-----------------------------------------------------------------
In their attempt to halt Judge Beatty's oversight of Quigley
Company, Inc.'s chapter 11 case, two committees took a two-pronged
approach to seeking review of Judge Beatty's decision not to
recuse herself from the case.  The Official Committee of Unsecured
Creditors (comprised of lawyers representing tort claimants) filed
a traditional notice of appeal.  An Ad Hoc Committee of Tort
Victims filed a petition with the District Court for a writ of
mandamus directing Judge Beatty to step down.  The Official
Committee joined in the Ad Hoc Committee's request.

"Even as we anticipate filing [a] Notice of Appeal, the Unsecured
Creditors Committee joins in the Ad Hoc Committee's Mandamus
Petition to give the District Court the full panoply of procedural
options for taking review of Judge Beatty's order denying the
motion for recusal," the Official Committee said in its joinder.

"To change the metaphor, and intimating no view on the merits,"
Senior Judge Haight says in an order entered last week, the
District Court "does not require a smorgasbord of procedural
options from which to choose.  The timely appeal taken by the
Unsecured Creditors Committee under the Bankruptcy Rules from
Judge Beatty's November 18, 2004 order subsumes the mandamus
petition filed by the Ad Hoc Committee, in which the Unsecured
Creditors Committee joined."

As previously reported in the Troubled Company Reporter, the
Committees asked the Honorable Prudence Carter Beatty to recuse
herself, pursuant to 28 U.S.C. Sec. 455, from presiding over
Quigley's chapter 11 case.  Judge Beatty conducted a hearing on
the motion on November 1, 2004, and indicated from the bench that
she would deny the motion, directing counsel for the Debtor to
prepare a written order to that effect.  A transcript of that
bench ruling is available at no charge at:

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

On Nov. 12, 2004, before an order on the recusal motion had been
entered, the Ad Hoc Committee filed a petition in the Distrct
Court, invoking the Court's appellate bankruptcy jurisdiction,
which sought a writ of mandamus under the All Writs Act, 28 U.S.C.
Sec. 1651(a), directing Judge Beatty to recuse herself.

On Nov. 17, 2004 the Unsecured Creditors Committee filed a
"statement of joinder" for the purpose of joining in and
supporting the Ad Hoc Committee's mandamus petition.  On Nov. 18,
2004, before any response had been made or action taken by the
District Court with respect to the mandamus petition, Judge Beatty
entered an order denying the recusal motion.  On Nov. 23, 2004,
pursuant to Bankruptcy Rules 8001-8003, the Unsecured Creditors
Committee filed with the clerk of the Bankruptcy Court a notice of
appeal and a notice of motion for leave to appeal from Judge
Beatty's order denying the recusal motion.  Courtesy
copies of these filings were submitted to the District Court.

Under the protocol established by Bankruptcy Rule 8003, "[w]ithin
10 days after service of the motion [for leave to appeal], an
adverse party may file with the clerk [of the bankruptcy court] an
answer in opposition," Rule 8003(a); the clerk of the bankruptcy
court "shall transmit the notice of appeal, the motion for leave
to appeal and any answer thereto to the clerk of the district
court . . . as soon as all parties have filed answers or the time
for filing an answer has expired." Rule 8003(b).

"The appeal will go forward in accordance with the provisions of
the Bankruptcy Rules," Judge Haight says.  "The adverse parties
need not submit any papers in opposition to the mandamus
petition," Judge Haight adds.

Elihu Inselbuch, Esq., Peter Van N. Lockwood, Esq., Walter B.
Slocombe, Esq., Albert G. Lauber, Esq., and Preston Burton, Esq.,
at Caplin & Drysdale, Chartered, represent the Committee.

Headquartered in Manhattan, Quigley Company is a subsidiary of
Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries. The Company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability. When the Debtor filed
for protection from its creditors, it listed $155,187,000 in total
assets and $141,933,000 in total debts. Pfizer has agreed to
contribute $405 million to an Asbestos Claims Settlement Trust
over 40 years through a note, contribute approximately $100
million in insurance, and forgive a $30 million loan to Quigley.
Michael L. Cook, Esq., at Schulte Roth & Zabel LLP, represents the
Company in its restructuring efforts.


RELIANCE GROUP: Still Unable to File Financial Reports with SEC
---------------------------------------------------------------
Paul W. Zeller, President and CEO of Reliance Group Holdings,
advises the Securities and Exchange Commission in a Form 12b-25
filing on November 15, 2004, that RGH has been unable to complete
the work necessary to issue audited financial statements for
fiscal year 2000 or any subsequent fiscal year.  Unless this work
is completed by Deloitte & Touche, LLP, and an audit opinion is
issued, it will not be possible to prepare a Form 10-Q for the
fiscal quarter ended September 30, 2004.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  (Reliance Bankruptcy News,
Issue No. 64; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RELIANCE GROUP: Taps Deloitte Tax as Tax Advisor
------------------------------------------------
Reliance Group Holdings, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Deloitte Tax, LLP, as their tax service
provider nunc pro tunc to August 22, 2004.

On July 31, 2001, the Court authorized the Debtors to employ
Deloitte & Touche, LLP, as accountants and auditors.  At that
time, Deloitte & Touche was retained to provide various services,
including tax return and report preparation services pertaining
to the Debtors' employee benefit plans.

Deloitte & Touche has implemented a reorganization of its
business units, including the business unit providing tax
services.  Under the reorganization, Deloitte & Touche
transitioned the provision of tax services to Deloitte Tax.
Subsequently, Deloitte Tax began providing tax services to former
tax clients of Deloitte & Touche.  As part of the reorganization,
Deloitte Tax began performing tax services for the Debtors.

Paul W. Zeller, President and Chief Executive Officer of Reliance
Group Holdings, notes that the personnel from the Deloitte
engagement team that works with the Debtors remains largely
unchanged since the Deloitte & Touche Order, however, they are
now affiliated with Deloitte Tax.

Deloitte Tax provided no services to the Debtors prior to the
Petition Date.  The Debtors have provided Deloitte & Touche with
a $125,000 prepetition retainer.  Approximately $57,000 of the
retainer was applied against fees and expenses incurred by
Deloitte & Touche for various tax related services to the Debtors
prior to August 22, 2004.  Deloitte & Touche inadvertently
submitted monthly fee applications for compensation of $45,242
during part of August and the entirety of September 2004.
Pursuant to the applications, Deloitte & Touche received 80% of
the referenced amount or $36,194.

Mr. Zeller assures Judge Gonzalez that Deloitte Tax is well
qualified to serve the Debtors.  The Deloitte Tax personnel is
familiar with the Debtors' business and affairs.  Deloitte Tax
will assist with preparation of certain tax returns and reports
for the Debtors' employee benefit plans.

Deloitte Tax will charge the Debtors its customary hourly rates:

  Partner/Principal/Director            $625 per hour
  Senior Manager                         550 per hour
  Manager                                475 per hour
  Senior                                 400 per hour
  Associate                              325 per hour

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  (Reliance Bankruptcy News,
Issue No. 64; Bankruptcy Creditors' Service, Inc. 215/945-7000)


REMOTE DYNAMICS: Auditors Express Going Concern Doubt
-----------------------------------------------------
Remote Dynamics, Inc. (Nasdaq:REDI), a leading provider of
telematics-based management solutions for commercial fleets, in
compliance with Nasdaq Marketplace Rule 4350(b)(1)(b), reported
that BDO Seidman LLP, the company's independent registered
accounting firm, issued an audit report for the fiscal year ended
Aug. 31, 2004, which expressed an unqualified opinion but included
an explanatory paragraph concerning Remote Dynamics' ability to
continue as a going concern based upon its history of recurring
losses from operations and negative cash flows from operating
activities.

                        About the Company

Remote Dynamics, Inc. -- http://www.remotedynamics.com/--  
markets, sells and supports state-of-the-art fleet management
solutions that contribute to higher customer revenues and improved
operator efficiency.  Combining the technologies of the global
positioning system (GPS) and wireless vehicle telematics, the
company's solutions improve the productivity of mobile workers by
providing real time position reports, route information and
exception based reporting designed to highlight mobile workforce
inefficiencies.  Based in Richardson, Texas, the company also
markets, sells and supports a customized, GPS-based fleet
management solutions for large fleets like SBC Communications,
Inc., which has approximately 30,000 installed vehicles now in
operation.


SALTIRE INDUSTRIAL: Creditors Must File Proofs of Claim by Dec. 10
------------------------------------------------------------------
The U.S Bankruptcy Court for the Southern District of New York
set December 10, 2004, as the deadline for all creditors owed
money by Saltire Industrial, Inc., on account of claims arising
prior to August 17, 2004, to file their proofs of claim.

Creditors must file their written proofs of claim on or before the
December 10 Claims Bar Date, and those forms must be delivered to
either the Debtor's claims agent:

          The Garden City Group
          105 Maxess Road
          Melville, New York 11747

or the Clerk of the Bankruptcy Court:

          Clerk of the Bankruptcy Court
          Southern District of New York
          One Bowling Green, 6th Floor
          New York, New York 10004-11408

For governmental units, the Claims Bar Date is Feb. 14, 2005.

Headquartered in New York, New York, Saltire Industrial, Inc.,
manufactures diverse consumer and industrial products sold under a
variety of brand names.  The Company filed for chapter 11
protection on August 17, 2004 (Bankr. S.D.N.Y. Case No. 04-15389).
Albert Togut, Esq., at Togut, Segal & Segal LLP represents the
Debtor in its restructuring.   When the Debtor filed for
protection, it listed $1 million to $10 million in estimated
assets and $10 million to $100 million in estimated debts.


SALTIRE INDUSTRIAL: Committee Hires Lowenstein Sandler as Counsel
-----------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York gave the Official Committee of
Unsecured Creditors of Saltire Industrial, Inc., permission to
employ Lowenstein Sandler PC as its counsel.

Lowenstein Sandler will:

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

   b) assist the Committee in investigating:

       (i) the acts, conduct, assets, liabilities, and financial
            condition of the Debtor, and

      (ii) the operation of the Debtor's business, potential
           claims, and any other matters relevant to its chapter
           11 case or to the sale of assets or confirmation of a
           plan of reorganization or liquidation;

   c) assist the Committee in the formulation of a Plan of
      Reorganization;

   d) assist the Committee in requesting the appointment of a
      Chapter 11 Trustee or Examiner should the action be deemed
      necessary;

   e) prepare necessary motions, applications and other pleadings
      as may be appropriate and authorized by the Committee and
      appear in Court to prosecute those pleadings; and

   f) perform other legal services as may be required and be in
      the interests of those represented by the Committee.

Michael S. Etkin, Esq., a Director at Lowenstein Sandler,
discloses that the Firm did not receive any retainer for its
services to the Committee.

Mr. Etkin reports Lowenstein Sandler's professionals will bill the
Debtors based on their current hourly rates:

          Designation         Hourly Rate
          -----------        -------------
          Members            $270 - 517.50
          Counsel             225 - 355.50
          Associates          144 - 225
          Legal Assistants     67 - 135

Lowenstein Sandler assures the Court that it does not represent
any interest adverse to the Committee, the Debtor or its estate.

Headquartered in New York, New York, Saltire Industrial, Inc.,
manufactures diverse consumer and industrial products sold under a
variety of brand names.  The Company filed for chapter 11
protection on August 17, 2004 (Bankr. S.D.N.Y. Case No. 04-15389).
Albert Togut, Esq., at Togut, Segal & Segal LLP represents the
Debtor in its restructuring.   When the Debtor filed for
protection, it listed $1 million to $10 million in estimated
assets and $10 million to $100 million in estimated debts.


SCHENECTADY: Moody's Revises Outlook on Ba3 Rating to Positive
--------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 rating on the City of
Schenectady, New York's General Obligation bonds and revised the
outlook to positive from negative.  The rating and outlook change
affect approximately $50 million of previously issued parity debt.
Modification of the outlook for the city to positive from negative
reflects accomplishments of new management, including the sale of
the parking garage which operated at a deficit, the successful
sale of property tax liens, which together with taxes received in
excess of expectations yielded a reported $6.5 million, and the
introduction of a $2.7 million recurring revenue stream waste
disposal fees beginning in fiscal 2005.  Affirmation of the Ba3
rating reflects negative accumulated fund balances with continued
liquidity constraints as well as a weak socio-economic tax base,
which is close to its constitutional taxing limit.

The city's rating was confirmed at Ba3 and taken off of watchlist
for possible downgrade in August 2004 reflecting some improvement
in liquidity driven primarily by receipt of one-time revenues and
the planned deferment of a pension payment (per changed state law)
from December 2004 to February 2005 (although the city plans to
accrue 75% of the February 2005 billing as a liability for the
last three quarters of 2004).  At that time, a negative outlook
was assigned reflecting weak liquidity as well as reliance on
one-time revenues which would further challenge the city's ability
to eliminate fund deficits and close a 2005 operating deficit.

Financial Condition Characterized by Accumulated Fund Deficits

Moody's believes that the city's financial condition,
characterized by accumulated fund deficits, will improve due to
the strength of a new management team to increase revenues and to
limit expenditure growth.  According to audited results (that are
not reported on a GAAP basis), fiscal year 2003 ended with an
across-the-board operating surplus of $647,000, improving the fund
balance for all major operating funds to negative $5.6 million, or
negative 7.9% of operating fund revenues.  While the fiscal 2003
budget included $1 million for deficit reduction, expenditures
exceeded appropriations in general government support ($931,000)
and public safety ($501,000).  Liquidity constraints during 2003
required the issuance of $12 million in cash-flow notes.

During fiscal 2004, property taxes were increased by 13.5%
($3.3 million).  On January 1, 2004, a new administration:

   (1) took office and effected the sale of property tax liens
       which, together with property tax collections in excess of
       expectations, amounted to $6.5 million;

   (2) closed the sale of the city's parking garage for
       $1 million; and

   (3) secured $1.4 million in additional state aid.

In addition, the new management eliminated 41 positions associated
with the Bureau of Mechanical and Parks anticipated to save the
city approximately $750,000 and successfully negotiated a 4-year
extension of the sales tax agreement with the county guaranteeing
$11 million in annual sales tax revenue.  As a result of these
initiatives, the city's liquidity position is forecast to be
significantly improved, requiring a cash-flow borrowing of only
$5 million in fiscal 2004, down from $12 million in fiscal 2003.
After establishing reserves for potential liabilities, the city
expects the accumulated fund balance deficit to be reduced to
$3.2 million by year-end 2004.  The achievements made by the new
management team in eliminating some liability regarding the
revenue base have supported the change in outlook.

Moody's anticipates continuing financial pressures for the city in
fiscal 2005 and fiscal 2006 due to expenditure pressures, which
include wages and salaries, health benefits for current employees
and retirees, and pension costs.  To combat these pressures, the
city has established a new recurring revenue stream (waste removal
fees) anticipated to yield $2.7 million in fiscal 2005, has
budgeted a property increase of 5.9% ($1.6 million), and is
expecting continuation of the $1.4 million incremental state aid.
Additional expenditure reductions and revenue enhancements will be
required to reestablish structural balance and to eliminate the
accumulated deficit given the reliance on approximately
$8.7 million one-time revenues in fiscal year 2004.

Major revenue sources for the city include:

               * property taxes (32%),
               * departmental income (25%),
               * sales taxes (18.7%), and
               * state aid (11%).

The city has shown a willingness to increase property taxes (25%
increase in 2003, 7.8% increase in 2004, and 5.9% increase in
2005).  However, the city has a narrow tax margin ($4.76 million
as of 2005).  Therefore, without rapid tax base growth upon which
the tax margin is calculated, additional increases in this primary
source of revenues will be limited to another 15% -- a heavy
burden for taxpayers with modest means.  Departmental Income
represents 25% of the city's revenues.  Rates for both the water
and sewer funds were increased an average of 4% in 2004 and are
budgeted to increase an average of 5% in 2005, which could allow
for some reduction in the deficits in these funds.  The third
largest revenue (18.7%) for the city is sales tax for which a
four-year contract continuing the $11 million guaranty of sales
tax to the city, has just been completed.

                      Improving Cash Flow

Moody's believes that liquidity continues to be a challenge for
the city represented by the need for the city to borrow $5 million
in cash flow notes this month.  However, primarily due to one-time
revenues in 2004, including the sale of property tax liens and the
parking garage, the city has reduced its need for cash-flow
borrowing to $5 million in fiscal 2004 from $12 million in 2003
and over $14 million in 2002.  The city is exploring the
possibility of selling additional property liens, which, if
successful, could reduce the need for cash-flow borrowing in
fiscal 2005.

The city first issued cash flow notes ($14 million) in December
2002 to repay monies from the capital projects fund used for
operations.  The intent had been to repay the 2002 notes with
$9.5 million from the 2003 levy and $4.5 million from the
collection of back taxes.  The city was not successful in the
collection of back taxes in 2003 and the increased levy was not
used to repay the notes in full.  As a result, the city issued
$12 million of the tax anticipation notes in December of 2003
compared to an operating budget of $52.8 million and the city now
projects issuance of $5 million in TANs in December 2004.  While
the city was successful negotiating the sale of $11 million in
bond anticipation notes in May of this year, these notes were sold
at a premium relative to prevailing market rates.

         Improvements to Tax Base Critical to Recovery

Moody's believes that the city's $1.4 billion tax base has
benefited from some redevelopment in the housing stock following
years of significant declines, however additional tax base
enhancement is necessary to ensure tax margin flexibility and
fiscal health.  The full value, which had declined almost 25% from
1996-2001, largely due to the closure of targeted General Electric
(rated Aaa/stable outlook) properties and a property revaluation,
posted small gains in 2002 and 2003 and then a relatively sizeable
6.6% increase in 2004, largely due to the revaluation of 85% of
the city's assessed property.  Some of this increase can be
attributed to residential home improvements and private investment
encouraged by the county's economic development agency.  This
agency, Metroplex (sales tax bonds rated A2) provides financial
commitments to city projects.  Despite increases in the overall
tax base, the city's two largest taxpayers, General Electric and
Niagara Mohawk Power Corporation (rated Baa1, stable outlook) have
significantly reduced their respective assessments shifting more
of the tax burden to residents with modest means (per capita
income equal to 73% of the state median and median family income
equal to 71% of the state median).  Further exacerbating the tax
base issue is the fact that almost one-third of the development in
this city, located 5 miles from Albany (rated A3), is tax-exempt
and there are no "Payment in Lieu of Taxes" in place with any of
the tax-exempt properties which include county offices, two
colleges, a hospital, a rehabilitation center, a post office and
several churches.

                         Key Statistics

2000 Population:                        61,821 (-5.7% since 1990)

2004 Full Value:                        $1.4 billion

2004 Full Value per Capita:             $23,146 (36% of New York
                                        State median)

2003 Operating Surplus
(General, Water, Sewer, Parking Funds): $0.647 million

2003 Accumulated Deficit
(General, Water, Sewer, Parking Funds): $5.55 million

Debt Burden:                            8.0% of Full Value

Per Capita Income (1999):               $17,076 (73% of New York
                                        State median, down from
                                        76.2% in 1989)


SCIENTIFIC GAMES: S&P Puts B Rating on $250M Sr. Sub. Debentures
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
lottery and pari-mutuel operator Scientific Games Corp.'s
$250 million 0.75% convertible senior subordinated debentures due
2024, and placed the rating on CreditWatch with positive
implications.  Proceeds from this offering were to reduce amounts
outstanding under the company's existing senior secured credit
facility.

On Nov. 30, 2004, Standard & Poor's placed its ratings on
Scientific Games, including its 'BB-' corporate credit rating, on
CreditWatch with positive implications.  The CreditWatch listing
reflected New York, New York-based Scientific Games' continued
solid operating performance during the past several quarters
mainly as a result of continued strength of its instant ticket
business and the acquisition of IGT On-Line Entertainment Systems
in late 2003.  The significant growth in revenues and
profitability has led to an improvement in credit measures to a
level that is good for the current rating.

In resolving the CreditWatch listing, Standard & Poor's will meet
with management to review Scientific Games' financial policies and
future operating strategies, as well as the company's ability and
commitment to sustain its solid credit profile.  If an upgrade
were the ultimate outcome of Standard & Poor's analysis, it would
be limited to a one notch to 'BB'.


SFBC INTL: Moody's Rates Proposed $160M Sr. Secured Facilities B2
-----------------------------------------------------------------
Moody's Investors Service assigned a rating of B2 to SFBC
International's proposed $160 million senior secured credit
facilities.  Moody's also assigned a senior implied rating of B2
and a senior unsecured issuer rating of B3 to SFBC.  The rating
outlook is stable.

New ratings assigned:

   * $160 million Senior Secured Credit Facilities, rated B2
   * Senior Implied Rating, rated B2
   * Senior Unsecured Issuer Rating, rated B3

The rating assignment reflects:

   (1) the integration risk associated with acquisitions,

   (2) execution challenges of the pending PharmaNet transaction,

   (3) smaller size relative to larger competitors,

   (4) the short duration and lack of visibility on future
       business in the early development studies typical for the
       industry,

   (5) potential cancellation of existing contracts,

   (6) strong customer buying power, and increased leverage
       associated with the PharmaNet acquisition.

Further, the substantial majority of SFBC's revenues are
concentrated in the U.S. and Canada.

Factors mitigating these concerns include:

   (1) an attractive and diversified customer base,

   (2) high level of repeat business from existing pharmaceutical
       customers,

   (3) strong underlying growth in research and development
       spending by the pharmaceutical industry, and

   (4) solid growth prospects from generic manufacturers.

Additional factors supporting the rating include minimal amount of
capital expenditure requirements to support future growth, and the
strategic fit and synergistic potential of the PharmaNet
acquisition.

Despite the listed credit strengths, Moody's is concerned with the
historically low levels of free cash flow generation on a combined
basis.  Somewhat offsetting this risk is that management has
recently expanded and improved its facilities in both the United
States and Canada.  While these largely discretionary investments
have negatively impacted free cash flow in the short-term, they
have translated into strong revenue growth.  Moreover, the company
will require minimal capital spending going forward to support
future growth, and free cash flow is expected to rise.  Further,
the company is expected to continue to leverage operating expenses
due to the high fixed cost nature of these expenses.

The stable outlook anticipates that the company will continue to
grow internally at a solid pace through repeat business from
existing customers and contracts from new customers.  As the
company continues to control operating expenses, leverage fixed
costs, and improve working capital management, internal growth
will translate into expanding operating margins and higher
operating cash flow.  With limited incremental capital required to
support future growth, increased operating cash flow should
translate into higher free cash flow generation and debt reduction
over time, improving debt coverage statistics.  There is a risk,
however, that challenges from integrating the PharmaNet
acquisition, pricing pressure from its pharmaceutical customers,
and potential contract cancellations could inhibit the company's
progress and prevent an improvement in the company's credit
metrics.

SFBC International intends to issue $160 million senior secured
credit facilities, consisting of a $120 million Funded Term Loan
B, due 2010, and a $40 million Revolver, due 2009.  SFBC plans to
use the proceeds from the senior secured credit facilities to
finance a portion of the pending acquisition of PharmaNet and to
repay its existing mortgage debt.  SFBC will acquire 100% of the
outstanding stock of PharmaNet for a purchase price of
$245 million.  In addition to utilizing the proceeds from the
proposed credit facilities, SFBC will also use cash and common
equity from PharmaNet's management to finance the transaction.

The B2 rating on the senior secured credit facilities reflects the
security of substantially all assets of SFBC International, its
present, and future subsidiaries, and by the pledges of all of the
equity interests of each of the borrower's direct and indirect
subsidiaries, which are limited to 65% of the foreign
subsidiaries.  The rating on the senior secured facilities are at
the same level as the senior implied rating due to the high
proportion of assets consisting of goodwill and other intangible
assets.  The B3 senior unsecured issuer rating considers the
subordination to the senior secured facilities as well as the
absence of any guarantee or security supporting this class of
debt.

Following the issuance of the senior secured credit facilities and
the purchase of PharmaNet, leverage will increase as the ratio of
long-term debt to total capital will expand from 50% to almost
66%. Despite the higher level of debt associated with this
transaction, adjusted free cash flow from operations to adjusted
debt is expect to expand to 20% over the next two years based on
expansion in operating cash flow and debt reduction.

SFBC International, based in Miami, Florida, is a leading North
American contract research organization providing specialized drug
development services to pharmaceutical, biotechnology and generic
pharmaceutical companies.  SFBC offers Phase I through Phase IV
and bioanalytical laboratory services.  Subsequent to its initial
public offering in 2000, the company has completed nine accretive
acquisitions; SFBC has 13 offices and 1,200 employees. Over the
last twelve months ended September 30, 2004, SFBC generated
$153.3 million in revenue and $33.0 million in EBITDA, pro-forma
for the acquisition of Taylor Technology.  In excess of 75% of its
revenues come from Phase I, Phase II, and bioanalytical laboratory
services.

PharmaNet is a globally integrated contract resource organization
with 750 professionals in 24 countries, primarily focused on Phase
II-IV clinical development services.  PharmaNet brings strong
clinical, management, and technical expertise in the Phase II-IV
area that compliments SFBC's strength in early development, and
enables the new company to provide a full service continuum to
pharmaceutical customers.  PharmaNet also allows SFBC to expand
its base of customers since there is minimal overlap between SFBC
and PharmaNet's clients.  PharmaNet provides SFBC the platform to
expand servicing the European market.  From a financial
perspective PharmaNet has a much higher visibility and
predictability into future results based on strong backlog of
contracts.


SOUTHWEST HOSPITAL: Committee Hires Kilpatrick Stockton as Counsel
------------------------------------------------------------------
The Honorable James Massey of the U.S. Bankruptcy Court for the
Northern District of Georgia gave the Official Committee Of
Unsecured Creditors of Southwest Hospital and Medical Center,
Inc., permission to employ Kilpatrick Stockton LLP, as its
counsel.

Kilpatrick Stockton will:

   a) render legal advice regarding the Committee's organization,
      duties and power in the Debtors chapter 11 case;

   b) assist the Committee in its investigation of:

        (i) the acts, conduct, assets, liabilities, and financial
            condition of the Debtor,

       (ii) the operation of the Debtor's business and the
            desirability of continuing its business, and

      (iii) the potential sale of the Debtor's assets, and any
            other matter relevant to its chapter 11 case or the
            formulation and analysis of any plan of
            reorganization;

   c) attend meetings of the Committee and meetings with the
      Debtor, its attorneys, and other professionals, as
      Requested by the Committee;

   d) represent the Committee in hearings before the Court; and

   e) provide  other legal assistance as the Committee may deem
      necessary and appropriate.

Todd C. Myers, Esq., and Aaron R. Wanke, Esq., are the lead
attorneys for the Committee.  For their professional services, Mr.
Myers will charge at $400 per hour, while Mr. Warnke will charge
at $210 per hour.

Mr. Myers reports Kilpatrick Stockton's professionals current
hourly rates:

            Designation       Hourly Rate
            -----------       -----------
            Partners          $395 - 570
            Associates         195 - 280
            Paralegals         130 - 170

To the best of the Debtor's knowledge, Kilpatrick Stockton does
not hold any interest adverse to the Committee, the Debtor or its
estate.

Headquartered in Atlanta, Georgia, Southwest Hospital and Medical
Center, Inc., operates a hospital.  The Company filed for chapter
11 protection on September 9, 2004 (Bankr. N.D. Ga. Case
No. 04-74967).  G. Frank Nason, IV, Esq., at Lamberth, Cifelli,
Stokes & Stout, PA, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed both estimated assets and debts of $10 million to $50
million.


TECHNOLOGY SCIENCES: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Technology Sciences & Services, Inc.
        1605 Sheridan Drive
        Neptune, New Jersey 07753

Bankruptcy Case No.: 04-47877

Chapter 11 Petition Date:  December 2, 2004

Court: District of New Jersey (Trenton)

Debtor's Counsel: Eugene D. Roth, Esq.
                  Law Office of Eugene D. Roth
                  Valley Park East
                  2520 Highway 35, Suite 303
                  Manasquan, New Jersey 08736
                  Tel: (732) 292-9288
                  Fax: (732) 292-9303

Total Assets: $1,508,805

Total Debts:    $717,621

Debtor's 8 Largest Unsecured Creditors:

    Entity                       Nature Of Claim    Claim Amount
    ------                       ---------------    ------------
The Judge Group, Inc.            Trade Debt             $641,921
c/o Steven J. Mitnick
PO Box 429
French Town, New Jersey 08825

Compendia Consulting             Trade Debt              $20,000
PMB 307
3140-B Tilghman Street
Allentown, Pennsylvania 18104

Quikteks                         Trade Debt              $17,700
c/o Sharpiro & Croland
41 Hackensack Avenue
Hackensack, New Jersey 07601

Decision Strategies, Inc.        Trade Debt              $12,000

Monster.com                      Trade Debt              $10,000

Coley & Associates               Trade Debt              $10,000

Internal Revenue Service         Business Income Tax      $4,000

State of New Jersey              CBT Tax                  $2,000
Division of Taxation


TECO ENERGY: Fitch Revises Outlook on Ratings to Stable
-------------------------------------------------------
Fitch Ratings has affirmed the ratings of TECO Energy and Tampa
Electric Company and revised the Rating Outlook to Stable.  At the
same time, Fitch has withdrawn the outstanding senior secured
rating at Tampa Electric as the utility's remaining first mortgage
bonds have been retired.

TECO announced an agreement to sell the Frontera Power Station for
$134 million to a subsidiary of Centrica.  This sale provides
incremental cash available to fund $680 million of 2007 debt
maturities at TECO and was not previously assumed in Fitch's or in
management's projections.  This development, along with the
cumulative effect of several positive developments over the past
18 months is reflected in the Rating Outlook revision.

Positive developments over the past 18 months have included the
completion of several noncore asset sales, monetization of 90% of
TECO's interest in synthetic fuel facilities, and refinement of
management's focus on core operations.  In addition, TECO has
addressed its liquidity needs by entering into a $200 million
three-year credit facility that was put in place at the parent in
July.  Tampa Electric has credit facilities totaling $275 million
comprising a $125 million facility that matures in 2006 and a
$150 million facility that matures in 2007.  The Frontera sale is
expected to close by year-end 2004, subject to certain regulatory
approvals, and to generate approximately $40 million of tax
benefits.  The plant is a 477-megawatt natural gas-fired,
combined-cycle merchant power plant in Electric Reliability
Council of Texas -- ERCOT, located near McAllen, Texas.

Earlier this year, TECO announced plans to exit from the Union and
Gila River power projects, which Fitch viewed as neutral credit
developments.  While the process of an orderly transfer to the
project lenders is continuing, TECO's exposure is not expected to
be more than the $30 million previously announced.  The current
ratings and Rating Outlook assume that TECO will not provide
additional support to the projects beyond the $30 million payment
in exchange for full releases by the lending banks and that
capital expenditures and investments will continue at maintenance
levels.  Longer-term ratings improvement will depend on the
ability to reduce consolidated leverage through generation of free
cash flow.

Despite the recent improvement, TECO's ratings continue to reflect
the company's weak financial profile due primarily to significant
debt relative to expected cash flow generation of remaining
businesses.  Favorably, TECO has made significant progress in
completing asset sales, including the one announced today and in
strengthening the consolidated liquidity position.  At the same
time, TECO has no significant debt maturities until 2007.  TECO's
ratings also consider the contribution of regulated utility
subsidiary Tampa Electric, which benefits from a growing and
diverse service territory and a favorable regulatory environment.
Financial measures at Tampa Electric have been and are expected to
remain strong.  Hurricane damage cost exposure of $60 million is
not considered to be a major issue for Tampa Electric as amounts
in excess of the $42 million storm reserve are expected to be
recovered.

TECO Energy is a holding company headquartered in Tampa, Florida.
Its principal businesses include a regulated electric and natural
gas local distribution company subsidiary and unregulated marine
transport, coal, and synthetic fuel production facilities,
unregulated electric generation with long-term contracts, and
merchant generation in the U.S. Tampa Electric provides retail
electric service to over 620,000 customers in western central
Florida and through its Peoples Gas division distributes and
markets natural gas to approximately 305,000 customers throughout
the state.

   * TECO Energy, Inc. -- Rating Outlook is revised to Stable from
     Negative, along with these rating actions:

     -- Senior unsecured debt affirmed at 'BB+';

     -- Preferred stock affirmed at 'BB'.

   * Tampa Electric Company -- Rating Outlook is revised to Stable
     from Negative, along with these rating actions:

     -- Senior secured first mortgage bond rating withdrawn;

     -- Senior unsecured debt affirmed at 'BBB+';

     -- Unsecured pollution control revenue bonds (Hillsborough
        County, Florida IDA for Tampa Electric) affirmed at
        'BBB+';

     -- Commercial paper affirmed at 'F2';

     -- Variable-rate mode unsecured pollution control revenue
        bonds (Hillsborough County, Florida IDA for Tampa
        Electric) affirmed at 'F2'.


TECO ENERGY: S&P Says Frontera Sale Plan Won't Affect Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings and
outlook on TECO Energy Inc. (BB/Stable/--) would remain unchanged
following the company's announcement that it had reached an
agreement to sell the Frontera power plant.  Standard & Poor's
views the sale of the merchant power plant near McAllen, Texas as
generally supportive of TECO's credit quality, depending on the
use of proceeds.  The transaction is consistent with TECO Energy's
previously articulated strategy of reducing exposure to
unregulated power businesses.  Ratings stability is closely tied
with a successful and timely execution of this strategy, including
prudent use of free cash flow to reduce debt originally incurred
to build the unregulated power business.


THE GERMINSKY GROUP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: The Germinsky Group, Inc.
        200-214 West 4th Street
        Plainfield, New Jersey 07061

Bankruptcy Case No.: 04-48052

Type of Business: The Company provides technical and energy
                  services to commercial, industrial and
                  institutional facilities.  The Company is best
                  known for its expertise in the field of
                  electrical contracting, maintenance and has
                  expanded into several energy related fields
                  providing engineering and implementation
                  services to end users, energy services companies
                  and utilities.
                  See http://www.germinskygroup.com/

Chapter 11 Petition Date: December 3, 2004

Court: District of New Jersey (Newark)

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
IBEW 102 Funds                                $650,000
3695 Hill Road
Parsippany, New Jersey 07054
Attn: Lou Baram
Tel: (973) 334-6262

Warshauer Electric                            $452,748
800 Shrewsbury Avenue
Tinton, New Jersey 07724
Attn: Jim Warshauer
Tel: (732) 741-6400

Monarch Electric Company                      $139,554
One Dodge Drive
West Caldwell, New Jersey 07006
Attn: Steve Perlman
Tel: (201) 227-4151

GE Capital                                    $116,788
3 Capital Drive
Eden Prairie, Minnesota 55344
Attn: Bob Rylance
Tel: (952) 828-1557

New Jersey Manufacturers                       $93,283

Bell-Mill Construction                         $65,659

Automatic Suppression                          $59,964

Foley Incorporated                             $57,705

IBEW 164 Funds                                 $43,407

Ace Wire & Cable Company                       $41,537

Computer Process Controls                      $35,604

Kistler Obrien                                 $32,643

Thomas J. O'Beirne & Company                   $29,389

Novar PLC Finance Services Center              $29,299

Durkin Agency/Selective Insurance              $28,315

KatoLight Corporation                          $27,785

IBEW Local 269                                 $21,781

Rudox Engine & Equipment Company               $20,722

Belham Management Industries                   $16,937

W.J. Casey Inc.                                $10,242


UAL CORP: Wants Court to Decide on "Disguised" Financing Pact
-------------------------------------------------------------
UAL Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Illinois to resolve a
controversy over whether a subleasing arrangement, to finance the
construction of improvements at Los Angeles International Airport,
together with Special Facility Revenue Bonds issued by the
Regional Airports Improvement Corporation, is a "disguised"
financing arrangement.

If so, the Debtors ask the Court to find that the "disguised"
financing arrangement is independent of a terminal lease
agreement with the City of Los Angeles.

U.S. Bank is the Trustee under the Bonds and the RAIC is a
California non-profit public benefit corporation.

The Debtors argue that their obligation to perform under
unexpired leases of real property pursuant to Section 365(d)(3)
of the Bankruptcy Code, does not include the obligation to make
debt service and principal payments to the extent the Bonds
constitute prepetition unsecured debt.

If the Court finds otherwise, the RAIC could attempt to recover
possession of the terminal facilities.  The City of Los Angeles
could attempt the same action, despite the fact that the Bonds
constitute prepetition unsecured debt for which debt service
payments are not authorized or permitted under the Bankruptcy
Code.

The City of Los Angeles and the Debtors entered into the Terminal
LAX Project Lease on June 4, 1981.  The Lease governs the use and
occupancy of LAX terminal facilities.  On December 7, 1982, RAIC
issued $50,750,000 in Series 1982 Bonds, pursuant to a Facilities
Sublease Agreement.  The Debtors used the proceeds from the 1982
Bonds to construct improvements to passenger terminal facilities
at LAX.  On October 12, 1984, RAIC issued $25,000,000 in Series
1984 Bonds.  The Debtors used the proceeds from the 1984 Bonds to
refund a portion of the 1982 Bonds.  On October 1, 1992, RAIC
issued $34,390,000 Series 1992 Bonds.  The Debtors used the
proceeds from the 1992 Bonds to refund the remaining portion of
the 1982 Bonds.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, explains that
the Sublease is structured as a "disguised" financing
arrangement, as it governs the parties' agreement on the
financing of the LAX Projects.  Under the Sublease, "facility
rentals" are to be used to make debt service payments on the
Bonds.  The "facility rentals" are paid directly to the Trustee
and not to the RAIC.

The Debtors further ask the Court to enjoin the Defendants from
enforcing any of the remedies under the Terminal Lease or other
arrangement on account of non-payment by the Debtors on the
Bonds.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 68; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNIVERSAL CITY: S&P Assigns B Rating to $450 Million Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Universal City Florida Holding Co. I's and co-issuer Universal
City Florida Holding Co. II's Rule 144A offering of $300 million
in senior floating rate notes due 2010 and $150 million in senior
notes due 2010.  The notes will be the joint and several senior
unsecured obligations of the issuers.

At the same time, Standard & Poor's assigned its 'B+' corporate
credit rating to UCFH and affirmed its 'B-' senior unsecured
rating on unit Universal City Development Partners Ltd.  Standard
& Poor's also assigned its 'BB-' bank loan rating to UCDP's
$650 million senior secured credit facility.  The facility
consists of a $100 million revolving credit facility due 2010 and
a $550 million term loan B due 2011.  A recovery rating of '1' was
also assigned to the facility, indicating a high expectation for a
full (100%) recovery of principal in the event of a default.
Orlando, Fla.-based UCFH had pro forma total debt of $1.5 billion
as of Sept. 26, 2004.  The rating outlook is stable.

Issue proceeds will be used to refinance UCDP's bank debt and fund
a $450 million distribution to its owners and a $70 million
reduction in deferred management fees.  UCFH is a joint venture of
NBC Universal and Blackstone Capital Partners.  UCFH is analyzed
on a stand-alone basis because Standard & Poor's does not expect
the company to receive material credit support from its owners.

"The ratings on UCFH reflect its geographic concentration of
earnings, cyclical and seasonal operating performance, and high
financial risk," said Standard & Poor's credit analyst Hal F.
Diamond.

The stable outlook reflects Standard & Poor's concerns regarding
the company's limited business diversity and the competitive
environment.  Rating upside is limited by the financial policies
evidenced by this distribution financing.  Longer-term questions
relate to the potential sale by either NBC Universal or Blackstone
Capital Partners of their 50% ownership stakes in the company
under the terms of their partnership agreement, at any time after
January 1, 2006.

Nearly all of the company's profits are derived from its Universal
Orlando resort, which owns and operates Universal Studios Florida
and Islands of Adventure, and competes with market leader Walt
Disney World.  UO is attempting to transform itself into a
multiday destination resort, with its CityWalk shopping, dining,
and entertainment complex, and three adjacent non-company-owned
themed hotels.  However, attractions are generally not extensive
enough to support longer-than-two-day passes.  Revenue from sales
of one- and two-day passes accounts for roughly 42% and 32%,
respectively, of total attendance.

UO competes with five major theme parks, of which four are
Disney-owned, within a 10-mile radius in the Orlando area.  The
company's target market is families with children over the age of
10.  Its share of Orlando theme park attendance has risen modestly
over the past several years but is only about one-third of the
attendance share held by the market leader, Disney.

Each of Disney's four theme parks has greater attendance than
either Universal Studios or Islands of Adventure.  Disney's
success in selling four- and five-day passes has restricted UO's
ability to gain significant market share.


US AIRWAYS: Reaches Tentative Pact with Communications Workers
--------------------------------------------------------------
The Communications Workers of America has reached a tentative
settlement with US Airways covering airport and reservations
agents at the airline.  The agreement is subject to membership
ratification.  Materials and complete information on the proposed
settlement will be sent to members' home addresses; members will
vote electronically in an American Arbitration Association
election process.

In the face of devastating demands for wage and benefit cuts and
other concessions, the bargaining committee of CWA local union
presidents and CWA staff was able to push back against some of the
harsher and more excessive proposals made by US Airways
management.  US Airways filed for bankruptcy protection on
Sept. 12 and has petitioned to abrogate its union contracts unless
the unions agreed to concessionary settlements.

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.


VAIL RESORTS: S&P Revises Outlook on Low-B Ratings to Stable
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook Vail
Resorts Inc.'s low-B ratings to stable from negative, signifying
the company's good operating performance and stronger credit
measures.  Total debt outstanding at July 31, 2004, was
$625.8 million.

"The stable outlook reflects the company's noticeable improvement
in its credit statistics, despite average to below-average snow
conditions," said Standard & Poor's credit analyst Andy Liu.

While this demonstrated the quality of the company's assets, Vail
Resorts nonetheless remains heavily dependent on favorable weather
conditions.  A poor upcoming ski season combined with a
significant increase in capital expenditures could prompt a review
of the outlook.

The ratings reflect Vail Resorts' geographically concentrated
operations, high maintenance capital expenditures, and the risks
associated with a highly seasonal and weather-dependent industry.
This is only slightly offset by the company's quality ski resort
assets and a dominant market share in Colorado.

Vail, Colorado-based Vail Resorts operates five ski resorts, the
Grand Teton Lodge Co. in Jackson Hole, Wyoming, and various
lodging properties, mostly near its ski resorts.  The company is
also engaged in real estate activities, which typically peak
between April and November.


VOUGHT AIRCRAFT: S&P Rates Proposed $650 Mil. Senior Facility B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and '3' recovery rating to Vought Aircraft Industries
Inc.'s proposed $650 million secured credit facility.  At the same
time, Standard & Poor's affirmed its 'B+' corporate credit rating
on the aircraft structures manufacturer.  The rating on Vought's
unsecured notes was lowered to 'B-' from 'B', due to the increase
in secured debt and leases.  The outlook was revised to negative
from stable.

"The bank loan is rated the same as the corporate credit rating
and the '3' recovery rating indicates expectations of a meaningful
(50%-80%) recovery of principal of a fully drawn facility in the
event of default," said Standard & Poor's credit analyst
Christopher DeNicolo.  The outlook revision reflects higher debt
levels to fund a facilities consolidation program and
participation on Boeing Co.'s new 7E7 jetliner and the risks
related to these programs.  The downgrade of the unsecured notes
is due to secured debt and leases as a proportion of total assets
(adjusted so that goodwill is 10% of total assets) increasing
above the 30% level in Standard & Poor's criteria for notching,
materially higher than previous expectations.  Total lease-
adjusted debt will increase $200 million as a result of the larger
credit facility, sale-leasebacks, and operating lease financing
that are part of the facilities consolidation program.

To improve its cost structure and align capacity to lower demand,
Vought plans to reduce its manufacturing space by 25% over the
next few years.  The total program is expected to cost
approximately $400 million but a significant portion is to be
financed by state grants, the sale-leaseback of various
facilities, and $125 million of third-party operating lease
financing.  The consolidation is expected to result in $50 million
of annual savings.  Vought, along with Alenia SpA of Italy, has
been selected by Boeing to produce a large portion of the fuselage
for the 7E7.  The total investment for Vought's participation in
the program, for both R&D and capital expenditures, is expected to
be $350 million-$450 million, but similar to the facilities
consolidation program, a large portion will be financed by third
parties, including state grants, customer payments, and
investments from joint venture partners.  Vought's funding
requirement is expected to be approximately $140 million plus $50
million of working capital.  If the 7E7 is successful, the
potential revenue from this program for Vought could be $5 billion
through 2021.

The ratings on Dallas, Texas-based Vought reflect a weak financial
profile, high debt levels, and exposure to the soft commercial
aircraft industry.  These factors are offset somewhat by Vought's
position as the largest independent aerostructures manufacturer.
The company has sustained losses the past few years due to the
depressed commercial aerospace market, restructuring and other
charges, and high interest expense.  Credit protection measures
are expected to remain weak in the intermediate term due to poor
profitability, high debt levels, and the upfront costs of the
company's two strategic initiatives.


WEIRTON STEEL: Court Extends Claims Objection Deadline to Dec. 13
-----------------------------------------------------------------
Mark E. Freedlander, Esq., at McGuireWoods, LLP, in Pittsburgh,
Pennsylvania, relates that since the filing of its Plan, Weirton
Steel Corporation, and now the Weirton Steel Corporation
Liquidating Trustee, has continued to address various issues
relating to the administration of the Liquidating Trust and
distribution of its assets, including the continued prosecution
and negotiation of administrative claim disputes.  However, the
Liquidating Trustee has been unable to settle or otherwise
dispose of all pending administrative claims due to the volume of
claims filed.

The Liquidating Trustee has tried to avoid incurring the costs of
a prepetition claims objection process until:

    (a) the administrative claims process has been concluded; and

    (b) the amount available for distribution to each class of
        prepetition creditors is known.

Section 7.3 of the Confirmed Plan provides the Liquidating
Trustee with 60 days from the Effective Date to file objections
to claims.  The initial deadline to file objections to claims was
November 8, 2004.  At the Debtors' request, the Court extended
the Claims Objection Deadline to December 13, 2004.

The Liquidating Trustee continues to diligently prosecute and
negotiate administrative claims objections.  However, due to the
volume of asserted administrative claims, protracted
negotiations, and the corresponding litigations processes, it
will be nearly impossible to resolve the remaining administrative
claims disputes, and address the prepetition claim disputes, by
the current deadline.

Accordingly, the Liquidating Trustee asks the Court to extend the
deadline to object to any administrative claim not allowed and
any prepetition claim.

About 142 Administrative and Reclamation Claims aggregating
$5,744,299 has already been allowed.  A list of those claims is
available at:

    http://bankrupt.com/misc/weirton's_allowed_admin_claims.pdf

Without an extension, the Liquidating Trustee will be compelled
to object to hundreds of administrative and prepetition claims
without having adequate opportunity to amicably resolve many
outstanding claims disputes, and without knowing whether funds
exist for distribution to many of the prepetition creditors.
This would also impose corresponding costs on the prepetition
creditors asserting claims with possibly no ultimate benefit to
the creditors, even if they prevail in opposition to the
Liquidating Trustee's objection to their claims.

Mr. Freedlander asserts that an extension of the Claims Objection
Deadline is necessary to ascertain that only those properly
asserted claims are paid, thus maximizing remaining funds for
other claimants and creditors, including the allowed claim of
West Virginia Workers' Compensation Commission, and possibly the
unsecured creditors.

Mr. Freedlander emphasizes that based on the Liquidating
Trustee's analysis, there are many improper claims to which the
Trustee's objections would be appropriate.  The objections would
be necessary to assure that those creditors holding valid claims
against Weirton receive their fair share of the remaining funds.

A telephonic hearing on the Trustee's request has been scheduled
for 1:30 p.m. prevailing Eastern Time on December 13, 2004,
before Judge Friend.  Parties may participate in the Hearing
telephonically at the dial-in number of 800-508-7631, and enter
ID number *8913849*.  All Responses must be filed with the
Bankruptcy Court and served on the counsel for the Liquidating
Trust no later than December 6, 2004.

Headquartered in Weirton, West Virginia, Weirton Steel Corporation
was a major integrated producer of flat rolled carbon steel with
principal product lines consisting of tin mill products and sheet
products.  The company was the second largest domestic producer of
tin mill products with approximately 25% of the domestic market
share.  The Company filed for chapter 11 protection on May 19,
2003 (Bankr. N.D. W. Va. Case No. 03-01802).  Judge L. Edward
Friend, II administers the Debtors cases.  Robert G. Sable, Esq.,
Mark E. Freedlander, Esq., David I. Swan, Esq., James H. Joseph,
Esq., at McGuireWoods LLP represent the Debtors in their
liquidation.  Weirton sold substantially all of its assets to
Wilbur Ross' International Steel Group.  Weirton's confirmed Plan
of Liquidation became effective on Sept. 8, 2004.  (Weirton
Bankruptcy News, Issue No. 38; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WESTPOINT STEVENS: Extends Lease Decision Deadline to June 30
-------------------------------------------------------------
As of the Petition Date, WestPoint Stevens, Inc., and its debtor-
affiliates were party to 82 unexpired leases.  Since that time,
the Debtors have closed 16 stores, three offices, two plants, and,
where appropriate, rejected the leases at those locations.
Accordingly, the Debtors have reduced the number of their
unexpired leases to 61.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, in New
York, contends that a reasoned determination as to all Unexpired
Leases cannot be made at this critical stage in the Debtors'
chapter 11 cases.  The Debtors are actively involved in the
process of formulating and negotiating a plan with their creditor
constituencies.  Depending on the outcome of their negotiations,
the remaining unexpired leases may be an integral part of the
future of the Debtors' businesses.  Therefore, the Debtors do not
want to be compelled to make precipitous decisions regarding the
assumption or rejection of their unexpired leases at this stage of
their chapter 11 cases.

Mr. Rapisardi asserts that inadequate time for making informed
decisions may result in an inadvertent rejection of a valuable
lease or a premature assumption of a burdensome lease.  In the
absence of an extension, the Debtors will be compelled to assume
their unexpired leases to avoid rejecting potentially valuable
assets, with the resultant imposition of potentially substantial
administrative expenses.

Mr. Rapisardi assures the United States Bankruptcy Court for the
Southern District of New York that an extension will not prejudice
lessors.  In compliance with Section 365(d)(3) of the Bankruptcy
Code, the Debtors have remained current and fully intend to remain
current with respect to all outstanding postpetition obligations
under the unexpired leases.  The Debtors will also continue to
evaluate the unexpired leases on an ongoing basis as expeditiously
as practicable and will file appropriate motions as soon as
informed decisions can be made.

At the Debtors' request, the Court extends the lease decision
deadline to the earlier of June 30, 2005, or the date on which an
order is entered confirming a plan for the Debtors or approving a
sale of substantially all of the Debtors' assets.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc. --
http://www.westpointstevens.com/-- is a leading U.S. 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)


WESTPOINT STEVENS: Has Until Jan. 20 to File a Chapter 11 Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended WestPoint Stevens Inc.'s (OTC Bulletin Board: WSPTQ)
exclusive right to file a plan of reorganization through Jan. 20,
2005.

M.L. "Chip" Fontenot, President and CEO of WestPoint Stevens
commented, "We are nearing the final stage of negotiations with
our creditors regarding our exit from bankruptcy.  We continue to
be hopeful this process will be concluded in the first quarter of
2005."

Mr. Fontenot added, "WestPoint Stevens is maintaining excellent
customer service levels and continues to enjoy ample financial
flexibility."

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is a leading 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.


* Mintz Levin Welcomes John R. Higham in Boston Office
------------------------------------------------------
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. disclosed that
John R. Higham, an experienced health care attorney, has joined
the firm's Boston office as a member of the Health Care Section.

Before joining Mintz Levin, Mr. Higham was an attorney in the
office of the General Counsel at Partners HealthCare System, Inc.,
a Boston-based non-profit organization comprised of academic
medical centers, community hospitals and health centers, an
academic and community-based physician network and other health
related entities.  While at Partners, Mr. Higham was in charge of
negotiating the System's complex managed care arrangements along
with negotiating physician practice acquisitions, affiliations and
joint ventures.  Mr. Higham also has experience with health care
antitrust matters and counseled the System with regard to
corporate governance matters, tax-exempt bond and equipment lease
financing and pooled investments.  Prior to joining Partners, he
was Vice President, Chief of Staff for Providence Washington
Insurance Company in Providence, RI where he managed the legal,
human resources and corporate communications departments.  Earlier
in his career, Mr. Higham was a partner at Edwards & Angell in
Providence, Rhode Island.  At Edwards & Angell, Mr. Higham's
practice focused on mergers and acquisitions, leveraged buyouts
and other financing transactions.

"Mintz Levin's national healthcare practice, comprised of nearly
50 highly-skilled attorneys represents a wide range of providers,
suppliers, managed care organizations, and investors," said Susan
Berson, head of the firm's Health Care Section.  "As we continue
to grow, and as the delivery of health care becomes even more
complex, Jack's experience working for one of the premier health
care systems in the country and his vast experience in handling a
diverse array of corporate and managed care matters will be
invaluable."

"Mintz Levin's health care section is considered by many in the
industry to be among the very best," added Mr. Higham.  "I'm
thrilled to be joining this dynamic and growing practice."

Mr. Higham earned a B.A., summa cum laude, from Yale University,
an M.A. from Oxford University where he was a Rhodes Scholar and a
J.D. from Yale Law School.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is a
multidisciplinary law firm with over 450 attorneys and senior
professionals in Boston, Washington D.C., Reston, Va., New York,
New Haven, Conn., Los Angeles and London.

Mintz Levin is distinguished by its reputation for responsive
client service and expertise in the areas of bankruptcy; business
and finance; communications; employment; environmental; federal;
health care; immigration; intellectual property; litigation;
public finance; real estate; tax; and trusts and estates. Mintz
Levin's international clientele range from privately held start-
ups to Fortune 100 companies in a wide array of industries
including biotechnology, venture capital, telecommunications,
health care and high technology.

Mintz Levin -- http://www.mintz.com/-- was one of the first law
firms to develop complementary consulting capabilities to provide
complete solutions to clients' problems, including
investment/wealth management, government and public affairs and
transactional insurance.


* Moody's Names Andrew Huddart New President for KMV Unit
---------------------------------------------------------
Moody's Corporation disclosed that effective immediately Andrew
Huddart will assume the position of President, Moody's KMV, the
leading provider of market-based quantitative credit risk
analytics for banks, institutional investors, and corporations.

Mr. Huddart was named Chief Operating Officer of Moody's KMV in
July 2004.  Before joining Moody's in May 2004, he was Chief
Executive Officer of mPower, a San Francisco-based investment
advisory firm.

Mr. Huddart was with Barra Inc., a provider of institutional risk
analytics, from 1997 - 2001.  At Barra, he served as President of
Investment Data Products, Chief Operating Officer, and President
of Barra International.  Prior to that, Mr. Huddart held various
senior management positions with Reuters both in Europe and the
U.S.

"In his role as COO of Moody's KMV, Andrew designed an important
organizational restructuring which will help the firm achieve
solid growth in 2005," said Raymond W. McDaniel, President of
Moody's Corporation.  "Andrew brings to this new position a wealth
of expertise in managing risk analytics and real-time information
businesses from his time at Reuters and Barra."

Mr. Huddart succeeds Douglas M. Woodham, who has been President of
Moody's KMV since January 2003.  Previously, Mr. Woodham was head
of Moody's Corporate Development and Technology.  He will remain
with the firm through the end of February 2005 to assure a smooth
transition.

Moody's Corporation (NYSE: MCO) is the parent company of Moody's
Investors Service, a leading provider of credit ratings, research
and analysis covering debt instruments and securities in the
global capital markets, and Moody's KMV, the leading provider of
market-based quantitative services for banks and investors in
credit-sensitive assets serving the world's largest financial
institutions. The corporation, which reported revenue of $1.2
billion in 2003, employs approximately 2,300 people worldwide and
maintains offices in 18 countries. Further information is
available at http://www.moodys.com/


* Ropes & Gray Adds Nine New Partners
-------------------------------------
Ropes & Gray is promoted seven associates and two counsel to the
partnership.  The new partners are:

   * Corporate Department:

      -- Alyssa Albertelli, Washington, D.C.
      -- Eve M. Brunts, Boston
      -- Byung W. Choi, Boston
      -- Morri Weinberg, New York
      -- Shari H. Wolkon, Boston

   * Bankruptcy & Business Restructuring:

      -- Ross D. Martin, Boston

   * Litigation:

      -- Robert G. Jones, Boston
      -- Joshua S. Levy, Boston

   * Private Client Group:
      -- Magda L. Fleckner, Boston

                            Corporate

Alyssa Albertelli specializes in regulatory and transactional
matters including the formation, organization and registration of
investment companies, and has experience in mergers and
acquisitions of investment companies.  She also counsels private
companies on status issues under the securities laws.

Eve M. Brunts specializes in health care regulatory matters,
advising health care providers, managed care organizations and
pharmaceutical and medical device manufacturers.  Her practice
focuses on federal, state and commercial reimbursement for health
care services and related regulatory compliance issues.  She
regularly assists in corporate transactions and government
investigations involving the health care industry by providing
advice on regulatory requirements.

Byung W. Choi focuses his practice in the areas of corporate
finance, securities offerings and mergers and acquisitions.  He
represents lenders, borrowers, financial sponsors and investment
banks in senior and subordinated debt offerings, syndicated credit
facilities and mezzanine financings.  He regularly represents
financial sponsor-backed issuers of high yield debt securities and
also represents issuers and underwriters in public and private
offerings of debt, equity and hybrid securities.

Morri Weinberg represents private equity fund sponsors in forming
their funds, structuring ownership and compensation arrangements,
implementing investment strategies and dealing with regulatory,
operational and general corporate matters.  He also represents
venture capital and buyout funds and their portfolio companies in
a wide variety of corporate investment and finance transactions,
including mergers and acquisitions, dispositions, private
offerings of securities and joint ventures and strategic
alliances.

Shari H. Wolkon specializes in private equity transactions, public
and private company mergers and acquisitions and public company
takeover defenses. She also has broad experience counseling
companies on a wide range of securities law issues.

                  Bankruptcy & Business Restructuring

Ross D. Martin regularly represents bondholder committees in cases
throughout the United States. He has also been involved in several
significant bankruptcy acquisitions, business restructurings, and
has litigated several reported cases.

                            Litigation

Robert G. Jones has experience in a variety of complex corporate
and securities matters including class action securities
litigation and disputes in connection with mergers and
acquisitions, environmental litigation including private part and
government cost-recovery claims, internal investigations and
commercial litigation. He also has experience in complex class
actions and environmental litigation, including private party and
government cost-recovery claims.

Joshua S. Levy has investigated and prosecuted a wide range of
white collar crimes, including securities fraud, terrorism
financing, investor fraud, health care fraud, embezzlement,
Foreign Corrupt Practices Act violations, export violations,
environmental crimes and telemarketing fraud.

                       Private Client Group

Magda L. Fleckner concentrates her practice in estate planning,
estate, gift and generation-skipping taxation, estate settlement
and trust administration. She has substantial experience in estate
planning for high net-worth individuals, venture capitalists and
owners of emerging businesses. She also advises individuals on all
aspects of charitable planning and serves as trustee of numerous
private trusts.

                        About the Company

Ropes & Gray LLP provides comprehensive legal services to leading
businesses and individuals around the world. Clients benefit from
expertise combined with unwavering standards for integrity,
service and responsiveness. With offices in preeminent centers of
finance, technology and government, Ropes & Gray is ideally
positioned to address today's most pressing legal and business
issues. Capabilities include antitrust, bankruptcy and business
restructuring, corporate, employee benefits, environmental, health
care, intellectual property and technology, international,
investment management, labor and employment, life sciences,
litigation, private equity, private client services, real estate
and tax. The firm has offices in Boston, New York, San Francisco,
and Washington, D.C.


* BOND PRICING: For the week of December 6 - December 10, 2004
--------------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21    17
Adelphia Comm.                         6.000%  02/15/06    17
AMR Corp.                              4.500%  02/15/24    73
AMR Corp.                              9.000%  08/01/12    72
AMR Corp.                              9.000%  09/15/16    71
Applied Extrusion                     10.750%  07/01/11    54
Armstrong World                        6.350%  08/15/03    67
Atlantic Coast                         6.000%  02/15/34    39
Bank New England                       8.750%  04/01/99    15
Burlington Northern                    3.200%  01/01/45    56
Calpine Corp.                          7.750%  04/15/09    67
Calpine Corp.                          7.785%  04/01/08    74
Calpine Corp.                          8.500%  02/15/11    70
Calpine Corp.                          8.625%  08/15/10    70
Comcast Corp.                          2.000%  10/15/29    44
Delta Air Lines                        2.875%  02/18/24    66
Delta Air Lines                        7.711%  09/18/11    74
Delta Air Lines                        7.900%  12/15/09    56
Delta Air Lines                        8.000%  06/03/23    60
Delta Air Lines                        8.300%  12/15/29    42
Delta Air Lines                        9.000%  05/15/16    46
Delta Air Lines                        9.250%  03/15/22    41
Delta Air Lines                        9.750%  05/15/21    44
Delta Air Lines                       10.000%  08/15/08    66
Delta Air Lines                       10.125%  05/15/10    56
Delta Air Lines                       10.375%  02/01/11    54
Dobson Comm. Corp.                     8.875%  10/01/13    68
Evergreen Int'l Avi.                  12.000%  05/15/10    70
Falcon Products                       11.375%  06/15/09    47
Federal-Mogul Co.                      7.500%  01/15/09    32
Finova Group                           7.500%  11/15/09    48
Iridium LLC/CAP                       14.000%  07/15/05    13
Inland Fiber                           9.625%  11/15/07    43
Kaiser Aluminum & Chem.               12.750%  02/01/03    18
Lehmann Bros. Hldg.                    6.000%  05/26/05    64
Level 3 Comm. Inc.                     2.875%  07/15/10    73
Level 3 Comm. Inc.                     6.000%  09/15/09    60
Level 3 Comm. Inc.                     6.000%  03/15/10    57
Liberty Media                          3.750%  02/15/30    69
Liberty Media                          4.000%  11/15/29    72
Mirant Corp.                           2.500%  06/15/21    72
Mirant Corp.                           5.750%  07/15/07    73
Mississippi Chem.                      7.250%  11/15/17    66
National Vision                       12.000%  03/30/09    62
Northern Pacific Railway               3.000%  01/01/47    55
Nutritional Src.                      10.125%  08/01/09    67
Oglebay Norton                        10.000%  02/01/09    70
O'Sullivan Ind.                       13.375%  10/15/09    46
Pegasus Satellite                     12.375%  08/01/06    64
Pegasus Satellite                     13.500%  03/01/07     0
Pen Holdings Inc.                      9.875%  06/15/08    54
Primus Telecom                         3.750%  09/15/10    70
RCN Corp.                             10.000%  10/15/07    52
RCN Corp.                             10.125%  01/15/10    53
RCN Corp.                             11.125%  10/15/07    56
Reliance Group Holdings                9.000%  11/15/00    28
RJ Tower Corp.                        12.000%  06/01/13    75
Syratech Corp.                        11.000%  04/15/07    54
Trico Marine Service                   8.875%  05/15/12    53
Tower Automotive                       5.750%  05/15/24    63
United Air Lines                       9.125%  01/15/12     7
United Air Lines                      10.670%  05/01/04     6
Univ. Health Services                  0.426%  06/23/20    57
Westpoint Stevens                      7.875%  06/15/08     0
Zurich Reinsurance                     7.125%  10/15/23    63


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.




A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***