TCR_Public/041207.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Tuesday, December 7, 2004, Vol. 8, No. 269

                          Headlines

220 MADISON INC: Case Summary & 19 Largest Unsecured Creditors
24 HOUR FITNESS: Moody's Rates Proposed $130 Million Term Loan B1
A & M INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
ADVANCED MICRO: Fitch Lifts Senior Unsecured Debt Rating to B
AES CORP: Moody's Reviewing Low-B & Junk Ratings & May Upgrade

AIRNET COMMS: Board Authorizes 1-for-10 Reverse Stock Split
AMERICAN SKIING: S&P Withdraws Junk Rating After Refinancing
AMERICAN TOWER: Improved Cash Flow Cues Moody's to Lift Ratings
AMERISOURCEBERGEN: S&P Raises Senior Unsecured Debt Rating to BB+
ANDREW CORP: Nasdaq to Delist 7.75% Convertible Preferred Stock

APPLIED EXTRUSION: Wants Confirmation Hearing Set on Dec. 26
ARCH COAL: S&P Puts B+ Rating on $1 Billion New Debt Securities
ARDENT HEALTH: S&P Places Single-B Ratings on CreditWatch Negative
ASSET BACKED: Fitch Puts 'BB+' Rating on $9.66M Class M7 Certs.
ASTROPOWER, INC.: Judge Walrath Confirms Chapter 11 Plan

BISTRO 2000-7: Moody's Withdraws Ratings on Four Tranches
BOMBARDIER INC: Fitch Pares Senior Unsecured Debt Ratings to 'BB'
BPL ACQUISITION: Moody's Rates Planned Sr. Sec. Term B Loan Ba3
BURLINGTON: Court Extends Claims Objection Deadline to Mar. 31
CAJUN FUNDING: Moody's Puts B3 Rating to Planned $155M Sr. Notes

CASUAL MALE: Longacre and TeleCheck Told to Battle in State Court
CATHOLIC CHURCH: Files for Chapter 11 Protection in E.D. Wash.
CATHOLIC CHURCH: Spokane Case Summary & 19 Unsecured Creditors
CATHOLIC: Portland Wants Tort Claims Bar Date Moved to April 29
CENTURY ALUMINUM: Moody's Puts B1 Rating on $175M Sr. Unsec. Notes

CHESAPEAKE CORP: Majority of Noteholders Agree to Amend Debentures
CHI-CHI'S: Selling Margaritaville Name to Jimmy Buffett for $100K
CMS ENERGY: Fitch Upgrades Ratings & Revises Outlook to Positive
COLUMBUS MCKINNON: S&P Changes Outlook on B Rating to Stable
COMMUNITY HEALTH: Launches $250 Million Private Debt Offering

COMMUNITY HEALTH: Fitch Rates Proposed $250M Senior Sub. Notes B+
COMMUNITY HEALTH: S&P Rates Proposed $250M Senior Sub. Notes 'B'
COMPOSITE SOLUTIONS: Bankruptcy Court Dismisses Chapter 7 Petition
CROWN CASTLE: Prices Cash Tender Offer for Convertible Sr. Notes
CROWN PACIFIC: Plan Projects 44.5% Recovery by Unsecured Creditors

DAN RIVER: Judge Drake Approves Debtors' Disclosure Statement
DIGITAL LIGHTWAVE: Holding Annual Stockholders' Mtg. on Jan. 14
DII INDUSTRIES: Bankr. Court Approves Seaton Settlement Agreement
DIVERSIFIED ASSET: Moody's Junks $27M Class B Sr. Sub. Sec. Notes
DOLE FOOD: Fitch Assigns Low-B Ratings and Says Outlook is Stable

EL CONEJO BUS LINES: Case Summary & 20 Largest Unsecured Creditors
FAIRFAX FINANCIAL: Sells $200 Million of New 7-3/4% Senior Notes
FAIRFAX FINANCIAL: Investors Tendered $112 Million of Notes
FIRST HORIZON: Fitch Affirms Low-B Ratings on Four Issue Classes
FOOTSTAR, INC.: One Liberty Sells Lease-Related Claims

FRANKLIN CAPITAL: Receives $3.8 Million from Private Placement
GADZOOKS INC: Hires Retail Veteran Monty Standifer as New CFO
GMAC COMMERCIAL: Moody's Junks $26.6 Mil. Class F Cert. Rating
HARVEST NATURAL: S&P Withdraws Single-B Ratings After Redemption
HEARME: To Make Final Cash Distribution to Stockholders Next Week

HILB ROGAL: S&P Revises Outlook on 'BB' Rating to Negative
HOELTER TECH: To File for Chapter 11 Protection Due to Losses
HUDBAY MINING: Moody's Rates Proposed $200M Secured Notes at B3
HUFFY CORP: Look for Bankruptcy Schedules on Dec. 20
HUFFY CORP: Committee Taps McDonald Hopkins as Counsel

HUNTSMAN INTL: S&P Junks Proposed $350M Senior Subordinated Notes
ICARUS HOLDING: 8th Cir. Looks to Georgia Supreme Court for Help
IMPATH INC: To Pay Unsecured Claims Now with 6-5/8% Interest
INNOPHOS INC: Moody's Revises Outlook on Low-B Ratings to Negative
INTERSTATE BAKERIES: Closing 85-Year Old Bakery in South Carolina

INTERSTATE BAKERIES: Creditors Want to Retain FTI as Advisors
JILLIAN'S ENT: Judge Stosberg Confirms Joint Liquidating Plan
KB TOYS: Exclusive Plan-Filing Period Extended to Jan. 14
KB TOYS: Angelo Gordon May Provide Exit Financing Pact
KEYSTONE CONSOLIDATED: Wants Plan Solicitation Period Extended

LANDRY'S RESTAURANTS: Moody's Rates Planned $850M Debts Low-B
LEVEL 3: S&P Lowers Rating to SD Following Tender Offer Completion
LNR PROPERTY: S&P Puts B+ Rating on $1.7B Senior Secured Facility
MAAX CORPORATION: S&P Junks Proposed Senior Discount Notes
MANAGED INFORMATION: Case Summary & 24 Largest Unsecured Creditors

MCI INC: Agrees to $13 Million Management Buyout of Proceda
MERRIMAC PAPER: ESOP Stock Redemption Claims Remain Subordinated
MILL SERVICES: Moody's Gives Planned $360M New Loans Low-B Ratings
ON SEMICONDUCTOR: Moody's Affirms Low-B & Junk Ratings
PINNACLE ENTERTAINMENT: Closes $100 Million Sr. Sub. Debt Offering

PITTSBURGH CITY: Fitch Puts BB Rating on Rating Watch Positive
PRIMEDEX HEALTH: James Goldfarb Resigns from Board of Directors
PURVI: Wants to Hire Lefkovitz & Lefkovitz as Bankruptcy Counsel
RCN CORP: Wants Court to Approve City of Chicago Release Pact
RECYCLED PAPERBOARD: Wants to Hire Greenbaum as Bankruptcy Counsel

RECYCLED PAPERBOARD: Wants to Hire Bederson Company as Accountants
ROBINS CONTRACTING: Case Summary & 20 Largest Unsecured Creditors
SBA COMMUNICATIONS: S&P Junks $250 Million Senior Debt Ratings
SCHLOTZSKY'S INC.: Committee Attacks NS Assoc.'s Secured Claims
SCOTT ACQUISITION: Has Until Jan. 10 to Make Lease Decisions

SCOTT ACQUISITION: Gets Okay to Hire Ordinary Course Professionals
SOLA INT'L: Inks Merger Pact with Carl Zeiss & EQT III
SOUTHEAST AIRLINES: Suspends Operations & Cancels All Flights
ST. PAUL PORT: S&P's Rating Tumbles to D Following Payment Failure
SUPERIOR PLUS: S&P Revises Outlook on Ratings to Negative

TERRA INDUSTRIES: Workman's $10 Mil. Judgment Withstands Appeal
TIRO INDUSTRIES: Gets Access to GE's Cash Collateral
VENTAS INC: Declares $0.325 Per Share Regular Quarterly Dividend
VOUGHT AIRCRAFT: Moody's Rates Planned $650M Sr. Sec. Debt Ba3
WERNER HOLDING: Liquidity Concerns Prompt S&P to Junk Ratings

WESTPOINT STEVENS: Has Dec. 10 to Reject Myrtle Property Lease

* Number of Bankruptcy Filings Down in Fiscal Year 2004
* Loan Pricing & Deutsche Bank Team Up to Offer CDO Asset Pricing

* Large Companies with Insolvent Balance Sheets


                          *********

220 MADISON INC: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 220 Madison, Inc.
        601 Ashley Drive, Suite 1200
        Tampa, Florida 33602

Bankruptcy Case No.: 04-23290

Chapter 11 Petition Date: December 3, 2004

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Lara Roeske Fernandez, Esq.
                  Trenam, Kemker, Scharf, Barkin,
                     Frye, O'Neill & Mullis, P.A.
                  P.O. Box 1102
                  Tampa, FL 33601
                  Tel: 813-223-7474

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Intervest Bank                              $217,340
625 Court Street
Clearwater, FL 33756

601 Ashley, Inc.                            $174,466
601 Ashley Drive, Ste. 1200
Tampa, FL 33602

Chesapeake Atlantic Properties               $96,250
601 N. Ashley Drive, Ste. 1200
Tampa, FL 33602

TECO                                         $50,481

State of Florida, Dept. of Revenue           $45,863

Commercial Property Services                 $34,853

City of Tampa                                $23,210

Abell Garcia Architect                       $19,393

Asbestos Certified Technicians, Inc.          $9,295

Levin & McMillan                              $6,978

ThyssenKrupp                                  $6,000

Lamn, Krielow, Dytrych & Co.                  $4,676

Holland & Knight LLP                          $4,236

Aquasure, Inc.                                $3,244

Insect I.Q., Inc.                             $2,095

National Elevator Inspections Services        $1,597

Granville Scott, Inc.                           $800

Verizon                                         $704

The Plant Manager                               $626


24 HOUR FITNESS: Moody's Rates Proposed $130 Million Term Loan B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$130 million tack-on tranche B term loan facility of 24 Hour
Fitness Worldwide, Inc., and affirmed existing credit ratings.  
The ratings outlook has been changed from stable to positive
reflecting consistent free cash flow generation, growing revenues
and improving credit metrics.  The ratings also reflect the
company's significant lease adjusted leverage, anticipated
increases in growth capital expenditures and growing competition
in the fitness industry.

This is a summary of the ratings:

   * $130 million Tack-on Tranche B Term Loan Facility due 2009,
     assigned B1.

   * $75 million Senior Secured Revolving Credit Facility, due
     2008, B1;

   * $273 million Senior Secured Term Loan, due 2009, B1;

   * Senior Implied, B1;

   * Senior Unsecured Issuer Rating, B3.

The ratings outlook is positive.

Proceeds from the proposed $130 million tack-on tranche B term
loan facility and approximately $66 million of cash on hand will
be used to repay all of the company's senior and junior
subordinated notes including accrued interest and related
transaction fees and expenses.  On a pro forma basis for the
refinancing, cash interest and total interest expense are expected
to be reduced by $9.3 million and $23.6 million, respectively.

The ratings are constrained by the company's high lease adjusted
debt levels, low levels of tangible assets and projected increases
in capital expenditures needed to fund the company's growth
strategy.  Capital expenditures are expected to increase
substantially due to the company's plan to aggressively open new
fitness clubs over the next few years.  Capital expenditures are
expected to increase from $57 million in 2003 to about $76 million
and $91 million in 2004 and 2005, respectively.  The company's
rent expense was $155 million in 2003 and will continue to
increase as the company expands its club base.

The ratings benefit from strong free cash flows generated from a
base of over 300 fitness clubs.  24 Hour Fitness is the second
largest fitness club operator in the United States and its cash
flows should continue to benefit from the maturation of the
significant number of fitness clubs opened in the last few years.  
Demographic changes and the growing awareness of the importance of
physical fitness should increase total memberships in fitness
clubs.  The company's focus on increasing its revenues from
personal training and nutritional products should also benefit
operating margins and cash flows.  However the company faces a
number of challenges.  The fitness club industry is highly
fragmented and the number of fitness club competitors continues to
increase.  Membership attrition rates in the industry have been
high and operating costs continue to rise significantly.

The positive ratings outlook reflects the expectation that 24 Hour
Fitness will continue to generate substantial free cash flow after
capital expenditures which will be utilized to repay borrowings
under the term loan.  The ratings would likely be upgraded if the
company is successful in expanding its revenue base and improving
its operating margins and leverage ratios.  The ratings or outlook
could be pressured if the company is unable to maintain free cash
flow levels or the company increases debt levels to finance a
significant acquisition or special dividend.

Free cash flow to debt for the year ended 2004, before and after
the adjustment for redeemable preferred stock, is expected to be
about 13% and 11%, respectively.  Total adjusted debt, as adjusted
to include the redeemable preferred stock and the capitalization
of operating leases, to EBITDA before rent expense is expected to
be about 5 times in 2004.  EBITDA less capital expenditures
coverage of interest is expected to be about 1.5 times in 2004 and
over 2.5 times in 2005.

The senior secured credit facility is secured by substantially all
of the tangible and intangible assets of the company and its
direct and indirect domestic subsidiaries and 65% of the stock of
its first tier foreign subsidiaries.  The term loan requires
amortization of 1% per annum through June 2008, with the remainder
amortizing in equal quarterly installments during the final four
quarters of the facility.  A mandatory prepayment of 50% to 75% of
excess cash flow (as defined) will be required depending on the
leverage ratio of the company.

The issuer rating has been notched two levels below the senior
implied rating reflecting the structural subordination to
operating company liabilities.

Headquartered in San Ramon, California, 24 Hour Fitness Worldwide,
Inc. is the second largest fitness club operator with 321 fitness
clubs in the Unites States and 13 in Asia.  The company has
approximately 2.8 million members.  Revenues for 2003 were
approximately $980 million.


A & M INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: A & M International, Inc.
        3229 East Prospect Street
        Indianapolis, Indiana 46203

Bankruptcy Case No.: 04-22098

Type of Business: The Debtor is engaged in the business of
                  industrial painting.

Chapter 11 Petition Date: December 2, 2004

Court: Southern District of Indiana (Indianapolis)

Judge: James Coachys

Debtor's Counsel: Jeffrey M. Hester, Esq.
                  William J. Tucker & Associates
                  429 North Pennsylvania Street, Suite 400
                  Indianapolis, IN 46204
                  Tel: 317-833-3030
                  Fax: 317-833-3031

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
International Painters and    Suit for unpaid           $164,736
Allied Trades Industry        contributions
Pension Fund
1750 New York Ave., N.W.
Suite 501
Washington, DC 20006

International Union of        Agreed Judgment            $81,808
Painters & Allied
Trades Health and
Welfare Fund
P.O. Box 50440
Indianapolis, IN 46250

NES Rentals                   Business Trade Debt        $27,005
P.O. Box 8500
Philadelphia, PA 19178

Porter Paint                  Business Trade Debt        $22,029

Slattery & Holman             Accounting services        $13,925

August Mack Environmental,    Business Trade Debt        $10,730
Inc.

TNEMEC Company, Inc.          Business Trade Debt         $9,292

Marco                         Business Trade Debt         $8,857

American Express              Credit card                 $6,983
                              purchases

IDS Stocking Distributor      Business Trade Debt         $6,379

Indiana Dept. of Revenue      Withholding tax             $6,137
                              obligation

Quality Rentals               Business Trade Debt         $5,087

Allied Equipment              Business Trade Debt         $4,982

Rainbow 3, Inc.               Business Trade Debt         $4,978

Advanta Bank Corp.            Credit card                 $4,852
                              purchases

Republic Waste Services       Trash removal               $4,678

US Minerals                   Business Trade Debt         $4,565

Pillar Group                  Insurance services          $4,000

Underwood Machinery           Business Trade Debt         $3,262
Transport, Inc.

Phoenyx Solutions             Business Trade Debt         $3,221


ADVANCED MICRO: Fitch Lifts Senior Unsecured Debt Rating to B
-------------------------------------------------------------
Fitch Ratings upgraded Advanced Micro Devices, Inc.'s senior
unsecured debt to 'B' from 'B-', while the undrawn $100 million
senior secured US revolving credit facility has been upgraded to
'BB-' from 'B' due to the secured position and collateral package.  
The Rating Outlook is Stable.  Fitch's action affects
approximately $1.4 billion of debt.

The positive rating actions reflect AMD's improved product
portfolio, which has enabled the company to increase share in the
microprocessor market and maintain the leading position in flash
memory, and increased gross margins, driven primarily by higher
volume and product mix.  Additionally, intermediate term liquidity
has been modestly improved due mostly to recent refinancing
activity, which extended 2005 and 2006 maturities to 2012 and
increased the percentage of unsecured debt in the capital
structure.  However, the ratings continue to reflect AMD's
significant ongoing capital spending and research and development
requirements, improving but minimal share in the microprocessor
market with limited pricing power, historic negative free cash
flow and operating losses, which have improved but will remain
pressured, expectations for continued high debt levels, and
exposure to the volatile cash flows and cyclical demand of the
semiconductor market.

The Stable Rating Outlook considers AMD's positive operating and
financial trends over the past two years, which have helped fund a
portion of capital expenditures.  In the third quarter ended
Sept. 26, 2004, AMD's gross margins expanded for the ninth
consecutive quarter, improving to 40.5% from 34.3% for the prior
year and 37.9% for the second quarter ended June 27, 2004, despite
a 20% sequential decline in sales for the flash memory segment,
which was offset by a more than 20% increase in its
microprocessors segment.  While recognizing AMD's encouraging
operating performance, Fitch considers the historic cyclicality of
the semiconductor industry, which is expected to be essentially
flat in 2005 and could decline as new and more efficient capacity
becomes available during the year resulting in lower utilization
rates and more aggressive pricing.  However, the company has
improved its cost structure as a result of upgrading process
technologies and past restructurings and has also achieved a
higher sales mix, particularly for processors addressing the
enterprise market, which may mitigate some pricing pressures.  
Nonetheless, Fitch believes that AMD remains susceptible to
experiencing significant operating losses due to its relatively
low operating margins and potential pricing actions from
competitors.

Fitch remains concerned about AMD's lack of free cash flow as the
company continues to make significant capital investments for
advanced technology manufacturing facilities -- fabs -- and
ongoing R&D to support its product technology.  However, AMD's
need to build advanced technology manufacturing capabilities
limits its ability to scale back capital spending should the
market rapidly deteriorate or the company's financial condition
worsen.  Nonetheless, AMD has secured commitments for
approximately $1.7 billion of financing for its new 300mm fab,
which will cost approximately $2.5 billion (the majority of the
funding gap is expected to be funded with free cash flow) and is
anticipated to be ready for full-scale production in 2006.  In
addition, AMD has recently taken steps to reduce incremental
expenditures and share risk by renewing its R&D partnership
agreement with IBM and signing an outsourcing deal with the
world's third largest foundry, Chartered Semiconductor, to gain
access to additional advanced technology manufacturing capacity.

As of Sept. 26, 2004, AMD's liquidity was sufficient to meet
near-term obligations and is supported by cash and cash
equivalents of approximately $1.2 billion, the aforementioned
undrawn $100 million secured revolving credit facility expiring
July 2007, and an undrawn Euro 700 million secured term loan
facility expiring 2011 related to its next generation Dresden
facility, which AMD expects to draw down in 2006.  The company has
used more than $1.8 billion of free cash flow since 2000, which is
expected to continue to be a drain on liquidity due primarily to
higher capital expenditures and R&D expenses.  Nonetheless, recent
improvements in profitability have resulted in free cash flow
usage of only $20 million for the latest-twelve-months -- LTM --
ended September 26, 2004.

Total debt was $2 billion at quarter-end and consists of
$600 million 7-3/4% senior unsecured notes due 2012, $500 million
4-3/4% convertible senior debentures due 2022 but putable in 2009,
and $403 million 4-1/2% convertible senior notes due 2007, which
AMD has subsequently reduced to approximately $200 million through
piecemeal exchange-for-equity offers.  These notes may be
converted by the holders at any time and are currently in-the-
money, potentially resulting in further debt reduction for AMD.  
The remaining approximately $520 million of debt consists of
various secured loans and capital leases.  AMD's debt and capital
lease obligations are less than $200 million per year through
2006, approximately $239 million in 2007 (assuming no conversion
of the remaining 4-1/2% senior notes), and $1.1 billion thereafter
(excluding the Euro 700 million term loan facility).


AES CORP: Moody's Reviewing Low-B & Junk Ratings & May Upgrade
--------------------------------------------------------------
Moody's Investors Service placed the ratings of The AES
Corporation (AES, B1 Senior Implied) under review for possible
upgrade.

Ratings placed under review are:

   * senior secured credit facilities and first priority senior
     secured notes, rated Ba3;

   * second priority senior secured notes and Senior Implied
     rating, rated B1;

   * senior unsecured notes, rated B2;

   * senior subordinated notes and junior subordinated notes,
     rated B3; and

   * AES Trust Preferred Securities, rated Caa2.

Separately Moody's affirmed the company's Speculative Grade
Liquidity rating of SGL-2.

The rating action reflects continued progress in reducing parent
debt and improvement in cash flow generation.  Furthermore, the
rating action reflects the successful restructuring of AES's
Brazilian businesses, the improving regulatory environment in
Brazil, and the company's good liquidity profile.

AES recently announced it has called for redemption $331 million
of parent debt, thereby achieving its 2004 goal of paying down
$800 million of recourse debt.  Additionally, management has
targeted $600 million of debt reduction for late 2005/early 2006.
Moody's expects that AES's parent company debt will total
approximately $5.1 billion at year-end 2004.

AES's consolidated funds flow from operating activities for the
nine months ended September 30, 2004, improved considerably to
$1.4 billion, from approximately $780 million the prior comparable
period, and to $1.7 billion on a trailing twelve month basis due
to strong operating performance in all business lines and reduced
consolidated interest expense.

On a parent only basis, adjusted operating cash flow, measured by
subsidiary distributions less parent overhead and interest
expense, is expected to improve to approximately 8% of year-end
projected parent company debt, and is expected to cover interest
expense approximately 2 times.

Moody's expects AES's year-end liquidity, which includes
unrestricted cash balances and availability under its multi-year
revolver, to exceed $500 million.  Its nearest debt maturity is
$142 million of convertible junior subordinated debentures due
August 2005.

Moody's review will focus on the prospects for continued
improvement in cash flow generation and the anticipated pace for
debt reduction beyond 2005.  The review will also consider the
degree to which subsidiary distributions could be increased and
the company's expectations relating to investment activity.  While
we expect AES to continue to be opportunistic in seeking new
investments, we continue to anticipate that any new investments
would be funded in a manner consistent with the maintenance of an
improving credit profile.

The AES Corporation is a global power company with generation and
distribution assets in Europe, Asia, Latin America, Africa, and
the United States.


AIRNET COMMS: Board Authorizes 1-for-10 Reverse Stock Split
-----------------------------------------------------------
AirNet Communications Corporation's (NASDAQ:ANCC) Board of
Directors has approved the implementation of a reverse stock split
of AirNet's common stock based upon a ratio of one-for-ten.

At the annual meeting of stockholders held September 28, 2004, the
stockholders of AirNet voted to grant the Board of Directors the
authority to effect the reverse stock split of AirNet's common
stock.

The record date for the reverse stock split is Wednesday, Dec. 8,
2004 and the split is effective as of the opening of the Nasdaq
National Market on Thursday, Dec. 9, 2004.  On a pre-split basis,
AirNet has 96,037,229 shares of common stock outstanding as of
December 2, 2004.  The reverse stock split will reduce the number
of shares of common stock outstanding to approximately 9,603,722.  
The reverse stock split affects all AirNet Communications common
stock, stock options, warrants and senior convertible debt
outstanding immediately prior to the record date of the reverse
stock split. Instead of issuing any fractional shares as a result
of the split, AirNet will make a cash payment equal to the market
value of the fraction to which the stockholder otherwise would be
entitled.

Stockholders as of the record date will receive instructions for
exchanging pre-split old common stock certificates for post-split
new common stock certificates from AirNet's transfer agent,
Continental Stock Transfer & Trust Company.  For more information
regarding the reverse stock split, stockholders are urged to
review AirNet's Proxy Statement dated September 28, 2004.

In order to indicate to the investment community the effect of the
reverse split, the Company's ticker symbol is expected to change
to "ANCCD" for twenty trading days after post-split trading
begins.  AirNet's ticker symbol will revert to its original "ANCC"
twenty trading days after post-split trading begins.

                           About AirNet

AirNet Communications Corporation is a leader in wireless base
stations and other telecommunications equipment that allow service
operators to cost-effectively and simultaneously offer high-speed
wireless data and voice services to mobile subscribers. AirNet's
patented broadband, software-defined AdaptaCell(R)
SuperCapacity(TM) adaptive array base station solution provides a
high-capacity base station with a software upgrade path to high-
speed data. The Company's AirSite(R) Backhaul Free(TM) base
station carries wireless voice and data signals back to the
wireline network, eliminating the need for a physical backhaul
link, thus reducing operating costs. The Company's RapidCell(TM)
base station provides government and military communications users
with up to 96 voice and data channels in a compact, rapidly
deployable design capable of processing multiple GSM protocols
simultaneously. AirNet has 69 patents issued or filed and has
received the coveted World Award for Best Technical Innovation
from the GSM Association, representing over 400 operators around
the world. More information about AirNet may be obtained by
visiting the AirNet Web site at http://www.airnetcom.com/

                          *     *     *

As reported in the Troubled Company Reporter on March 10, 2004,
Deloitte & Touche LLP expressed doubt about AirNet Communications
Corporation's ability to continue as a going concern following a
review of the company's financial statements for the year ended
December 31, 2003. Deloitte expressed similar doubts in fiscal
years 2001 and 2002.


AMERICAN SKIING: S&P Withdraws Junk Rating After Refinancing
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings including
the 'CCC' corporate credit rating on American Skiing Co. following
the completion of the company's refinancing, which replaces its
existing resort credit facility and its 12% senior subordinated
notes with a new $230 million senior secured credit facility.  The
new facility consists of a $125 million first lien loan (including
a $40 million revolving credit line) due November 2010 and a
$105 million second lien term loan due 2011.  The company also
exchanged its 10.5% repriced convertible exchangeable preferred
stock for junior subordinated debt due 2012, and it extended the
maturity of its existing $18 million in junior subordinated notes
to 2012.


AMERICAN TOWER: Improved Cash Flow Cues Moody's to Lift Ratings
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of American Tower
Corporation and its subsidiaries.  The upgrade is based upon the
improved free cash flow profile of the company since Moody's
raised the rating outlook to positive in April of this year.

The affected ratings are:

   -- American Tower Corporation

      * Senior Implied -- B1 (upgraded from B2)
      * Speculative Grade Liquidity -- SGL-1 (upgraded from SGL-2)
      * 7.5% Senior Notes due 2012 -- B3 (upgraded from Caa1)
      * 9.375% Senior Notes due 2009 -- B3 (upgraded from Caa1)
      * 5.0% Convertible Notes due 2010 -- B3 (upgraded from Caa1)
      * 7.125% Senior Notes due 2012 -- B3 (upgraded from Caa1)
      * $200 million 7.125% Senior Notes due 2012 -- B3 (assigned)

   -- American Towers, Inc. (fka American Tower Escrow
      Corporation)

      * 12.25% Senior Subordinated Discount Notes due 2008 -- B2
        (upgraded from B3)

      * 7.25% Senior Subordinated Notes due 2011 -- B2 (upgraded
        from B3)

   -- American Tower, LP and American Towers, Inc. (co-borrowers)

      * $400 million senior secured revolving credit facility
        expiring 2011 -- Ba3 (upgraded from B1)

      * $300 million senior secured term loan A maturing 2011 --
        Ba3 (upgraded from B1)

      * $400 million senior secured term loan B maturing 2011 --
        Ba3 (upgraded from B1)

The B1 senior implied rating reflects the improved free cash flow
profile of the company as revenues grow, operating expenses stay
relatively flat, and interest expense, capital expenditures and
tower acquisition spending decline.  For the LTM Sept-04, American
Tower generated $225.5 million in cash from operations and spent
only $44.3 million on capital expenditures, yielding free cash
flow of $181.2 million (before acquisition spending), or 5.6% of
total balance sheet debt, supportive of a B1 rating.

To date, not all of that free cash flow has been used to reduce
debt, as the company spent $57.9 million on acquisitions
(primarily in Mexico and Brazil), partially offset by divestiture
proceeds, in this period.  Going forward, Moody's expects such
acquisition spending to decline, and that free cash flow will be
used to pay down debt.  Consequently, Moody's is retaining the
positive ratings outlook on the American Tower ratings as we
expect free cash flow to increase and debt balances to be reduced,
accelerating the improvement in the ratio of free cash flow to
total debt.

The ratings are likely to be upgraded as free cash flow approaches
10% of total debt.  The ratings would be negatively affected if
acquisition and investment spending does not decline, or free cash
flow is otherwise materially diverted (such as for dividends or
share repurchases) from debt reduction.  Longer term, Moody's
remains concerned that capital spending may have to increase from
current levels as for the first nine months of 2004 capital
spending represented less than 20% of depreciation expense for the
same period.

The Ba3 rating on the senior secured credit facilities of reflects
their priority position in the company's capital structure with
upstream guarantees from the company's primary operating
subsidiaries and strong collateral coverage as the $699 million of
outstanding term loans are secured by assets with a net PP&E
balance of over $2 billion from over 13,600 wireless towers.  The
B2 rating on the subordinated unsecured debt at the ATI level
reflects the relative ranking of these obligations behind the bank
debt, but ahead of the parent company senior unsecured debt.  
These creditors benefit from guarantees from the company's primary
operating subsidiaries, however these guarantees are subordinated
to the guarantees provided to the senior secured bank lenders.  
The B3 rating on the senior unsecured debt at the ultimate parent
holding company reflects the subordinated, unguaranteed nature of
these obligations as they rank behind all the liabilities of the
subsidiaries, including the aforementioned rated debt.

Moody's is upgrading American Tower's speculative grade liquidity
rating to SGL-1 as the company's liquidity profile is now "very
good" in Moody's opinion.  While American Tower has used some of
its cash, as well as the proceeds from recent debt offering, to
repurchase debt, American Tower generates free cash flow in excess
of its modest upcoming mandatory amortization requirements (less
than $10 million).  Further, the company has full access to its
undrawn $400 million revolving credit facility as the company has
significant cushion to the requirement of the financial covenants
in its secured credit facility.

Based in Boston, American Tower Corporation is an independent
owner and operator of wireless communications and broadcast towers
in the U.S., Mexico, and Brazil with LTM revenues of $770 million.


AMERISOURCEBERGEN: S&P Raises Senior Unsecured Debt Rating to BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on
AmerisourceBergen Corp.'s senior unsecured debt to 'BB+' from
'BB', equalizing it with the corporate credit rating
(BB+/Positive/--), which was affirmed.  The senior unsecured debt
is no longer considered materially disadvantaged in the capital
structure due to the removal of security under the company's new
$700 million bank agreement, although the accounts receivable
facility is still secured.  The bank loan rating was withdrawn, as
the new facility is not rated.  In connection with the bank
refinancing, the company is retiring a $180 million term loan.  In
addition, the company is calling the $300 million of convertible
securities due 2008 for redemption in December 2004.

Although the debt redemption moderately strengthens the company's
financial profile, industry challenges constrain the ratings at
this time.  A changing economic model for drug distribution led to
substantial drops in operating profit in the most recent quarter
(ended September 2004) for AmerisourceBergen, as well as for its
two major competitors.

AmerisourceBergen, with $49 billion in pharmaceutical distribution
revenues (excluding bulk shipments), competes with Cardinal Health
Inc. and McKesson Corp., which have comparable U.S. pharmaceutical
distribution revenue bases of $36 billion and $40 billion,
respectively.  Other competitors include regional and local
wholesalers and self-distributing drugstore chains.

"The ratings on AmerisourceBergen are based on the highly
competitive (albeit growing) industry in which it operates, as
well as the challenges of transitioning to a new business model,"
said Standard & Poor's credit analyst Mary Lou Burde.  "These
factors are mitigated by the company's leading position as a pure
drug distributor, economies of scale, geographic and customer
diversity, moderate leverage, and solid cash flow protection."
The company is gaining purchasing power and boosting operating
efficiency through a rationalization of its distribution network
following the 2001 merger of AmeriSource Health Corp. and Bergen
Brunswig Corp.  The company achieved $150 million in annual
synergies ahead of schedule in June 2004.


ANDREW CORP: Nasdaq to Delist 7.75% Convertible Preferred Stock
---------------------------------------------------------------
Andrew Corporation, a global communications systems and equipment
supplier, received a Nasdaq Staff Determination on Nov. 29, 2004,
indicating that Andrew's Series A 7.75% Convertible Preferred
Stock (NASDAQ:ANDWP) fails to comply with the minimum number of
round lot shareholders requirement for continued listing of the
Series A Preferred Stock set forth in Nasdaq Marketplace Rule
4450(h)(4), and that the Series A Preferred Stock will, therefore,
be delisted from the Nasdaq National Market at the opening of
business on Dec. 8, 2004.  Andrew does not intend to appeal the
Nasdaq Staff Determination.

The Series A 7.75% Convertible Preferred Stock may become eligible
to trade on the OTC Bulletin Board or in the "Pink Sheets" if a
market maker makes application to register in and quote the
security in accordance with SEC Rule 15c2-11, and such application
is cleared.

Andrew had 120,414 shares of Series A 7.75% Convertible Preferred
Stock outstanding at September 30, 2004.  The Series A 7.75%
Convertible Preferred Stock has no par value and a liquidation
preference of $50 per share plus accrued and unpaid dividends.  On
or after February 20, 2005, Andrew may, at its option, cause all
of the outstanding shares of the Convertible Preferred Stock to be
automatically converted into common stock at the then prevailing
conversion ratio.

                        About the Company

Andrew Corporation (NASDAQ:ANDW) designs, manufactures and
delivers innovative and essential equipment and solutions for the
global communications infrastructure market. The company serves
operators and original equipment manufacturers from facilities in
35 countries. Andrew -- http://www.andrew.com/-- headquartered in  
Orland Park, Illinois, is an S&P 500 company founded in 1937.

                          *     *     *

As reported in the Troubled Company Reporter on July 09, 2004,
Standard & Poor's Ratings Services assigned its 'B+' rating to
Andrew Corp.'s $240 million 3.25% convertible subordinated notes
due Aug. 15, 2013. In addition, Standard & Poor's assigned its
preliminary BB/B+ ratings to the company's $750 million Rule 415
shelf registration for senior unsecured/subordinated debt. A 'BB'
corporate credit rating also was assigned to Andrew Corp. The
outlook is stable.

As a result of the Allen Telecom and Celiant Corp. acquisitions in
July 2003 and June 2002, respectively, Andrew Corp. is one of the
leading global suppliers of communications products and systems to
the wireless subsystem infrastructure market. The company provides
total customer solutions, including virtually all components of a
wireless base station that are outsourced by major network
original equipment manufacturers and operators. As of March 31,
2004, total debt outstanding was about $353 million, adjusted for
operating leases.

"The ratings reflect a below-average business profile due to the
highly competitive and cyclical spending environment of the
wireless and cable television industries in which the company
operates, as well as its acquisitive growth strategy," said
Standard & Poor's credit analyst Rosemarie Kalinowski. "This is
partially offset by a solid financial profile for the rating and
the company's strong market position in wireless infrastructure
components."


APPLIED EXTRUSION: Wants Confirmation Hearing Set on Dec. 26
------------------------------------------------------------
Applied Extrusion Technologies, Inc. and its debtor-affiliates,
ask the authority of the U.S. Bankruptcy Court for the District of
Delaware to:

   (a) schedule a confirmation hearing to:

       (1) approve the Debtors' solicitation and Disclosure
           Statement,

       (2) approve the Solicitation Procedures, and

       (3) consider confirmation of the Debtors' Plan of
           Reorganization

   (b) establish deadlines and procedures for filing objections to
       approve the solicitation and Disclosure Statement, & the
       solicitation procedures or confirmation of the Plan, and

   (c) approve the form and manner of notice of the confirmation
       hearing.

The Debtors submit that a combined hearing is the best interest of
judicial economy and will promote the expedient reorganization of
the Debtors.  The adverse effects of the chapter 11 filing on the
Debtors' businesses and going concern value will be minimized and
the benefit to the creditors will be maximized through prompt
distribution and the reduction of administrative expenses of the
estate.

The Debtors request that the Court schedule the Confirmation
Hearing on or before December 26, 2004.  The Debtors also propose
that the last day for filing objections to approve a disclosure
statement or confirm a plan of reorganization will be December 20,
2004.  A reply to the objections received must be sent by 12:00
noon December 24, 2004 by the Debtors and any other parties
supporting confirmation of the plan.

The Debtors also propose that the Court order objections to
approve the solicitation and Disclosure Statement, approve the
solicitation procedures, or confirm the Plan, must:

   (a) be in writing,

   (b) comply with the Bankruptcy Rules and the Local Rules of
       this Court,

   (c) indicate the name of the objector and the nature and amount
       of any claim or interest asserted by the objector against
       the estate of property of the Debtors,

   (d) state with particularity the legal and factual basis for
       such objection, and

   (e) be filed with the Clerk of Court.

The objections must be filed together with the proof of service
and served by personal service or by overnight delivery to be
received no later than 4:00 p.m., December 20, 2004:

   (a) Counsel to the Debtors:
       Shearman & Sterling LLP
       599 Lexington Avenue
       New York, New York 10022
       Attn: Douglas P. Bartner, Esq.
             Mona A. Touma, Esq.

   (b) Counsel to the Debtors:
       Young Conaway Stargatt & Taylor, LLP
       The Brandywine Building
       1000 West Street, 17th Floor
       Wilmington, Delaware 19801
       Attn: Pauline K. Morgan, Esq.
             Edward J. Kosmowski, Esq.

   (c) Counsel to the Committee:
       Milbank, Tweed, Hadley & McCloy LLP
       One Chase Manhattan Plaza
       New York, New York 10005
       Attn: Dennis F. Dunne, Esq.
             Risa M. Rosenberg, Esq.
             Abhilash M. Raval, Esq.

   (d) Counsel to the DIP Agent:
       Paul, Hastings, Janofsky & Walker LLP
       1055 Washington Boulevard
       Stamford, Connecticut 06901
       Attn: Leslie Plaskon, Esq.
       Richard Denhup, Esq.

The Debtors further propose that all supplements to the Plan and
all Exit Facility documents must be filed with the Court on
December 16, 2004, and the documents must be available through the
office of the Clerk of Court or from the Debtors' counsel.

Within two days of the entry of the Scheduling Order pursuant to
Bankruptcy Rule 2002, the Debtors propose to mail by first class
U.S. mail or via Bankruptcy Services' web site --
http://bsillc.com/-- to all:  

   (a) known creditors,
   (b) indenture trustees,
   (c) equity interest holders,
   (d) the Office of the U.S. Trustee, and
   (e) all parties requesting notice

a copy of a notice appropriate for the specific creditor or equity
interest holder of, inter alia:

   (a) commencement of these chapter 11 cases,

   (b) the date, time and place of the Confirmation Hearing,

   (c) the date, time and place of the meeting of creditors
       pursuant to Section 341 of the Bankruptcy Code,

   (d) the deadline and procedures for filing objections to the
       adequacy of the solicitation and Disclosure Statement and
       to confirm the Plan,

   (e) notice of the automatic stay, and

   (f) instructions for obtaining copies of the solicitation and
       Disclosure Statement and the Plan.

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


ARCH COAL: S&P Puts B+ Rating on $1 Billion New Debt Securities
---------------------------------------------------------------
Standard & Poor's Rating Services its preliminary 'B+' senior
unsecured and 'B+' subordinated debt ratings to Arch Coal Inc.'s
$1 billion universal shelf.  Standard & Poor's also affirmed its
existing ratings on Arch Coal, Inc., and subsidiary Arch Western
Finance LLC.  The outlook is stable.

"The ratings on Arch Coal reflect the company's vast and
diversified base of coal reserves and strong industry conditions,
offset by difficult operating conditions, particularly in the
east, and a very aggressive financial profile," said Standard &
Poor's credit analyst Dominick D'Ascoli.  

Arch is one of the top U.S. coal producers, with 2003 production
of around 126 million tons, pro forma for the recent acquisition
of the Triton Coal Co.'s North Rochelle, Powder River Basin mine
in Wyoming, and the remaining 35% interest in Canyon Fuel Co. With
these acquisitions, Arch Coal accounted for approximately 12% of
total 2003 U.S. coal production.  The St. Louis, Missouri-based
company operates numerous mines in the eastern and western coal
producing regions of the U.S. Over two-thirds of Arch's reserves
consist of higher-margin compliance coal, which meets sulfur
emission requirements under Phase II of the federal Clean Air Act.


ARDENT HEALTH: S&P Places Single-B Ratings on CreditWatch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its single-B ratings on
Ardent Health Services, Inc., on CreditWatch with negative
implications.  The CreditWatch listing reflects our increasing
concerns about the hospital chain's ability to control its
operations in a period of rapid growth and manage its tightened
liquidity.  

Ardent's growth is illustrated by its ballooning revenues, which
have increased by about 70% since 2003, taking into account its
recent acquisition of Hillcrest HealthCare System.  

Ardent announced that it will lower its earnings in a financial
restatement for 2003 and for the first two quarters of 2004.  The
restatement stems from accounting adjustments at its largest
subsidiary, Lovelace Sandia Health System, and will result in an
annualized reduction in earnings of about $20 million.  The
company will not release any financial statements until the end of
the first quarter in 2005.  Ardent is in the process of changing
its financial accounting procedures to address these issues.
Meanwhile, liquidity is tighter because Ardent has agreed with its
banks not to draw on the revolving credit facility.

"We are furthermore concerned about the potential for additional
financial adjustments due to information technology issues," said
Standard & Poor's credit analyst David Peknay.  "The announcement
of a $26 million impairment charge relating to the consolidation
of information systems could indicate greater acquisition
integration challenges than originally anticipated."  Standard &
Poor's expects to review management's efforts to better control
its activities and handle its funding needs through the possible
near-term sale of its Samaritan Hospital and through bank
borrowing negotiations.


ASSET BACKED: Fitch Puts 'BB+' Rating on $9.66M Class M7 Certs.
---------------------------------------------------------------
Asset Backed Securities Corporation home equity loan trust, series
2004-HE8, is rated as follows by Fitch Ratings:

   -- $769,202,000 class A1 & A2 certificates 'AAA';
   -- $52,149,000 class M1 certificates 'AA+';
   -- $55,529,000 class M2 certificates 'A';
   -- $17,383,000 class M3 certificates 'A-';
   -- $15,935,000 class M4 certificates 'BBB+';
   -- $13,037,000 class M5 certificates 'BBB';
   -- $9,657,000 class M6 certificates 'BBB-';
   -- $9,658,000 privately offered class M7 certificates 'BB+'.

The 'AAA' rating on the senior certificates reflects the 20.35%
total credit enhancement provided by:

         * the 5.40% class M1,
         * the 5.75% class M2,
         * the 1.80% class M3,
         * the 1.65% class M4,
         * the 1.35% class M5,
         * the 1% class M6,
         * the 1% class M7, and
         * the 2.40% initial overcollateralization.

All certificates have the benefit of monthly excess cash flow to
cover losses.  The class A1 certificates will have the benefit of
the certificate guaranty insurance policy issued by Financial
Security Assurance, Inc.  The class A1 policy will, in general,
guarantee accrued and unpaid interest on the class A1
certificates.  Fitch's 'AAA' rating on the class A1 is without
regard to the class A1 policy.  In addition, the ratings reflect
the quality of the loans, the integrity of the transaction's legal
structure as well as the primary servicing capabilities of Ocwen
Federal Bank FSB (rated 'RPS2' by Fitch) and U.S. Bank National
Association as trustee.

As of the cut-off date, Dec. 1, 2004, the mortgage pool consists
of closed-end, first and second lien, fixed-rate and adjustable-
rate mortgage -- ARM -- loans with an aggregate principal balance
of $965,728,011.  The mortgage pool will be divided into
Subgroup 1, which will consist of conforming balance loans and
Subgroup 2, which will consist of non-conforming balance loans.  
The weighted average mortgage loan rate is approximately 7.269%
and the weighted average remaining term to maturity -- WAM -- is
352 months.  The average principal balance of the mortgage loans
as of the cut-off date is approximately $177,775.  The weighted
average original loan-to-value ratio -- OLTV -- is 79.91% and the
weighted average Fair, Isaac & Co. -- FICO -- score is 624.  The
properties are primarily located in:

                  * California (40.65%),
                  * Florida (6.49%), and
                  * New York (5.94%).


ASTROPOWER, INC.: Judge Walrath Confirms Chapter 11 Plan
--------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for
the District of Delaware confirmed the liquidating chapter 11 plan
filed by AstroPower, Inc., at a hearing in Wilmington, Del., last
week.  As previously reported in the Troubled Company Reporter,
AstroPower sold substantially all of its assets.  The plan creates
a trust that will distribute the proceeds of those asset sales to
creditors in order of their statutory priority.  The Trust intends
to commence and prosecute a lawsuit as detailed in the Troubled
Company Reporter on Oct. 26, 2004, against Xantrex Technology,
Inc., and Raymond James Ltd. to recover more than $1,000,000 from
a premature stock sale.  

Headquartered in Wilmington, Delaware, AstroPower Inc., produced
the world's largest solar electric (photovoltaic) cells and a full
line of solar modules. The Company filed for chapter 11 protection
on February 1, 2004 (Bankr. Del. Case No. 04-10322).  Derek C.
Abbott, Esq. at Morris, Nichols, Arsht & Tunnell, represents the
Debtor.  Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at
Landis Rath & Cobb LLP, represent the Official Committee of
Unsecured Creditors.  When the Company filed for protection from
its creditors, it estimated debts and assets of more than
$100 million.


BISTRO 2000-7: Moody's Withdraws Ratings on Four Tranches
---------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of four
tranches issued by BISTRO 2000-7.  According to Moody's, the
ratings were withdrawn because the tranches were called on
November 30,2004.  BISTRO 2000-7 closed in July of 2000.

The ratings of theSE tranches have been withdrawn:

Issuer:               BISTRO 2000-7

Tranche Descriptions: U.S. $403,591,808 Level 1 Tranche Due 2005
Prior rating:         Aaa
Current rating:       Withdrawn

Tranche Descriptions: U.S. $100,897,952 level 2 Tranche Due 2005
Prior rating:         A2
Current rating:       Withdrawn

Tranche Descriptions: U.S. $60,538,771 level 3 Tranche Due 2005
Prior rating:         Baa2
Current rating:       Withdrawn

Tranche Descriptions: U.S. $80,718,362 level 4 Tranche Due 2005
Prior rating:         Ba3
Current rating:       Withdrawn


BOMBARDIER INC: Fitch Pares Senior Unsecured Debt Ratings to 'BB'
-----------------------------------------------------------------
Fitch Ratings downgraded Bombardier Inc.'s and Bombardier Capital
Inc.'s senior unsecured debt and credit facilities to 'BB' from
'BBB-'and BBD's preferred stock to 'B+' from 'BB+'.  Fitch has
withdrawn the 'F3' commercial paper rating.  The ratings have been
removed from Rating Watch Negative, where they were placed on
Oct. 12, 2004.  The Rating Outlook is Negative.  Due to the
existence of a support agreement and demonstrated support by the
parent, BC's ratings are linked to those of BBD.  These ratings
cover approximately $6.1 billion of debt and preferred stock.

The downgrade reflects:

   (1) poor free cash flow performance due primarily to slowing
       growth at Bombardier Transportation -- BT;

   (2) weak operating margins; and

   (3) continuing concerns regarding regional jet -- RJ -- backlog
       (1.5 years of production) and production rates.

Free cash flow and margins are not expected to improve materially
in the near term.  The two-notch downgrade also reflects concerns
that renewed bank facilities in fiscal 2006 (F2006) may contain
covenants or security provisions that could weaken the position of
existing debt holders.  While the Negative Outlook focuses on all
of these issues, stabilization in BBD's operating performance
could result in Fitch revisiting the Outlook in the near term.

Other general rating concerns include the potential need for
further restructuring actions, the uncertain timing of margin
improvement, the impact of exchange rate fluctuations on financial
results and planning, and the sizable pension deficit.  Additional
concerns related to the RJ operation include competitive pressures
from Embraer, the cash requirements of a possible 100-seat
aircraft program, the weak aircraft financing market, and poor
order visibility.

Factors supporting the ratings include:

   (1) BBD's current liquidity position;

   (2) the recovery in the business jet market, which could offset
       much of the decline in RJ production in F2006; and

   (3) BBD's level of debt compared to revenues, which could allow
       modest improvement in margins to drive noticeable
       improvement in credit protection measures.

Other issues supporting the ratings include significant progress
on the multi-year restructuring plan, leading market positions in
most segments, the more conservative strategy at BC, and the cost
cutting actions at both Bombardier Aerospace -- BA -- and BT.

Cash flow deterioration in F2005 is the main driver of the ratings
actions.  Excluding BC, cash usage (cash from operations less
capital expenditures) was $152 million in the fiscal third
quarter, offsetting what had been better than expected cash usage
in the first half.  The primary cause of the lower cash generation
was lower advance payments at BT, which resulted from slowing
orders.  The outlook for cash flow in F2006 is unclear, and Fitch
believes that cash flow will likely be pressured due to continued
uncertainty at BT, restructuring costs, and pension contributions.  
Fitch is also concerned with the potential cash flow impact of the
C-Series regional jet, which the company could decide to develop
starting in F2006.

BBD's liquidity (excluding BC) remained strong at the end of the
third quarter, with $2 billion of cash and $2.2 billion of credit
facility availability.  An additional $600 million is available
under a BC credit facility, although BBD has indicated that it
will not renew this facility in F2006.  Fitch notes that
approximately $500 million of the cash on hand at BBD is related
to advances extended by BC to the parent, and much of BBD's cash
will be used to pay debt maturities at BC.  BBD and BC have
sufficient liquidity to meet cash obligations in the intermediate
term.  These obligations mostly consist of approximately
$1 billion of debt maturities in the next five quarters, including
$300 million of accelerated maturities resulting from rating
triggers being breached. BBD (ex-BC) has $6.2 billion of credit
facilities, with no borrowings outstanding, but with nearly
$4 billion of issued letters of credit.  Approximately $2 billion
of BBD's credit facilities will mature in F2006, and renewal of
these facilities could require additional covenants or security of
some type.  Fitch believes that BBD's solid liquidity position
could be enhanced by selling non-core assets.

Growth at BT is slowing due to some contract deferrals in Europe,
mainly Germany.  BBD is now estimating transportation growth of
0%-2% compared to the previous 3%-5% expectation. There were no
significant contract adjustments in the third quarter, and margins
were in line with Fitch's expectations.  BT's restructuring
appears to be on track, and BT announced 2,200 additional
employment reductions in response to the slowing market.

The RJ production rate reduction announced on Dec. 1 (F2006
production of 131 aircraft, down from the previous rate of 145)
was expected, and Fitch believes that further cuts for F2006 are a
possibility.  Further production rate reductions will not
necessarily lead to negative rating actions, but will be evaluated
on the basis of several factors including how BBD manages the
reductions and the timing and magnitude of the reductions.  RJ
production reductions will also be evaluated in the context of
BBD's overall business, given that business jet improvements and
the BT restructuring could offset the impact of lower RJ
deliveries.

BBD is seeing improved demand and better pricing for its business
jets, consistent with industry-wide conditions.  Orders were up
significantly in the first nine months of the year (100 compared
to 43).  Because of higher projected F2006 business jet
deliveries, Fitch estimates that Bombardier Aerospace could reduce
RJ deliveries further and still deliver a total number of aircraft
in F2006 that is comparable to total deliveries in F2005.  As a
result, Fitch's concerns related to BA deliveries are increasingly
focused on the F2007 outlook.

Margin improvement continues to be a key credit issue for BBD's
debt ratings.  Margins at BT were 2.5% in the third quarter, and
the company has estimated that margins will be around this level
in the next few quarters.  At BA, margins were slightly negative
in the third quarter, but they improved sequentially.  BA's
margins continue to be pressured by increased depreciation &
amortization related to new business jet programs, sales
incentives, foreign currency, and higher interest expense
allocation due to the debt issuance earlier this year.  Failure to
improve margins or the discovery of additional problem contracts
at BT could lead to additional rating actions.


BPL ACQUISITION: Moody's Rates Planned Sr. Sec. Term B Loan Ba3
---------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba3 senior secured
to BPL Acquisition, L.P.'s proposed term loan B.  Later this
month, Moody's expects to withdraw the Ba1 senior secured rating
on Holdco's existing term loan when it is fully repaid with the
new term loan, and concurrently to lower Holdco's senior implied
rating to Ba3 from Ba1 so that it will be equal to the new bank
loan rating.  Holdco's senior implied and senior secured ratings
are the same, because the collateral represents the value of the
enterprise.  Holdco's rating outlook is stable. The ratings and
outlook of Buckeye Partners, L.P. (Partners, Baa2 senior
unsecured), the general partnership of which is Holdco's sole
asset, are unaffected by this refinancing.  The rating on Holdco's
replacement loan is lower than its existing one, because of the
significant increase in debt and weakened coverages that will
result from this refinancing.  Furthermore, proceeds from the new
loan will also be used toward a special dividend that will
meaningfully decapitalize Holdco.  This transaction indicates
Holdco's tolerance for financial risk and prospects for recurrent
re-leveraging in the future.

                  Rating Outlook and Catalysts

The stable outlook incorporates this refinancing and Partners'
existing assets.  Moody's may well revisit Holdco's rating and
outlook periodically upon any major investment by Partners and
re-leveraging by Holdco.  The Wood River acquisition (the largest
ever acquisition for Partners) that followed months after its new
sponsorship suggests that Partners may make larger and more
frequent acquisitions than before.  Our ratings and outlook
incorporate the expectation that Holdco will maintain interest
coverages comfortably above the 1.75x minimum in the proposed loan
covenants, and that organic credit accretion may be limited by
Holdco's demonstrated willingness to re-leverage.

It is possible that the ratings of Holdco and Partners diverge
over time.  Moody's notes that a ringfencing structure is in the
process of being put in place.  This ringfencing will more clearly
separate the credits of Holdco and Partners and support the
widening of their ratings.  It may help to cushion Partners'
ratings from significant declines in Holdco's ratings.  A
deterioration in Partners' credit profile will likely have a
magnified negative effect on Holdco's, as it has no asset other
than its interests in the Partners' GP.  Conversely, an
improvement in Partners' ratings may not have a symmetric effect
on Holdco's, if higher cash flows serve as an impetus for
debt-financed distributions.

Partners' maintaining its ratings and outlook (Baa2 sr.
uns./stable outlook) is conditioned on its issuing adequate equity
in a timely manner, so as to finance its recent and ongoing
investments in line with its stated financial policies (50%
debt/50% equity), and to relieve what we understand to be
temporary stress on its credit metrics resulting from its recent
Wood River acquisition.  Over the same coming quarters, we will
also monitor Partners' progress in generating the level of cash
flows from its Wood River assets in the timeframe it currently
expects to cause its credit metrics to recover.  Following our
review of Partners' latest forecast, key metrics factored into its
ratings include distribution coverage ratio of at least 100% and
adjusted debt/gross cash flow of about 5x initially but returning
to its historic 4x range within the near term.  Delay in
de-leveraging and persistent variance from assumed credit metrics
will cause us to reassess the rating outlooks for both Partners
and Holdco.  Moody's notes that Partners' current ratings reflect
a company with lower acquisition event risk than its MLP peers.
Heightened M&A activity would cause us to reconsider Partners'
ratings.

                       Financial Analysis

Holdco draws roughly $20 million of cash flows from Partners as
its general partner.  The increase in debt from the refinancing
will double annual debt service from about $5 million currently to
about $11 million.  Consequently, its interest coverage ratio
(pre-debt service cash flow/debt service) will fall from about 3x
currently to about 2x for the near term.  Consequently, debt/cash
flow will be well above our previous near-term expectations (9x
2004 pro forma for the proposed term loan).

                    The Proposed Refinancing

Holdco proposes to place a new $165 million term loan B and to use
the proceeds to repay its existing $100 million term loan in full
and to make a $60 million dividend to Carlyle/Riverstone Global
Energy & Power Fund II, L.P. -- Sponsors.  The refinancing
re-levers Holdco in anticipation of higher cash flows (in the form
of general partner incentive distributions) it expects to receive
from Partners following the latter's $517 million Wood River
acquisition that closed in October (which was unanticipated when
the Sponsors acquired Partners' general partner interest this past
spring) and accelerates the return of capital to the Sponsors.  
The special dividend would represent a significant portion of the
Sponsors' current equity investment.

As currently proposed, the new term loan is a 7-year loan.  Many
of the basic terms are similar to those for the current loan.  It
is secured by all of Holdco's assets (i.e., equity of the general
partner in Holdco).  It amortizes by 1% a year and has a bullet
payment at maturity.  It has a cash sweep mechanisms that require
a higher proportion of free cash flow to be applied toward debt
reduction at lower interest coverage levels.  The only financial
covenant is a minimum 1.75x interest coverage.  Events of default
include Partners' consolidated debt/EBITDA exceeding certain
thresholds: 5.75x initially, stepping down to 5.25x in 9/30/05,
and to 4.75x after 12/31/05.  New features proposed for the term
loan include a 6-month interest reserve and an accordion feature
that allows Holdco to make additional borrowings $35 million
subject to minimum ratings and coverages (yet to be determined).

BPL Acquisition L.P. is owned by Carlyle/Riverstone Global Energy
& Power Fund II, L.P., a private equity firm based in New York,
NY. It is the owner of the general partner of Buckeye Partners,
L.P., a master limited partnership headquartered in Emmaus,
Pennsylvania.


BURLINGTON: Court Extends Claims Objection Deadline to Mar. 31
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
extended Burlington Industries, Inc. and its debtor-affiliates'
deadline to file objections to General Claims to:

   (1) allow the Trust to assert objections to any remaining
       Claims that it becomes aware of;

   (2) assert additional grounds for objection to Claims that the
       Trust may discover as it prosecutes pending Claims
       objection;
   
   (3) preserve any newly discovered objections to the Claims;
       and

   (4) ensure that the Debtors' estates' interests are protected.

The Court extends the General Claims Objection Bar Date until
March 31, 2005.

Headquartered in Greensboro, North Carolina, Burlington
Industries, Inc. -- http://www.burlington-ind.com/-- was one of  
the world's largest and most diversified manufacturers of soft
goods for apparel and interior furnishings. The Company filed
for chapter 11 protection in November 15, 2001 (Bankr. Del. Case
No. 01-11282). Daniel J. DeFranceschi, Esq., at Richards, Layton
& Finger, and David G. Heiman, Esq., at Jones Day, represent the
Debtors. WL Ross & Co. LLC purchased Burlington Industries and
then sold the Lees Carpets business to Mohawk Industries, Inc.
Combining Burlington with Cone Mills, WL Ross created
International Textile Group. Burlington's chapter 11 Plan
confirmed on October 30, 2003, was declared effective on Nov. 10,
2003. (Burlington Bankruptcy News, Issue No. 57; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CAJUN FUNDING: Moody's Puts B3 Rating to Planned $155M Sr. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a rating of B3 to the proposed
second-lien senior notes of Cajun Funding Corporation.  

Together with $82 million of common equity, $165 million of net
proceeds from real estate sale & leaseback transactions, and $7
million of seller notes, proceeds from the new debt will finance
the purchase of Church's Chicken for $390 million.  In accordance
with requirements of the new owner Crescent Capital, which is the
U.S. affiliate of the Bahrain-based First Islamic Investment Bank,
the transaction is structured to comply with Islamic law that
forbids payment of interest.  Negatively impacting the company's
ratings are the company's high financial leverage and the
challenges in permanently fixing factors that caused sales
declines during 2002 and 2003.  However, in spite of the
substantial debt burden, the domestic and international
development potential of the Church's concept and Moody's
expectation that the company will achieve at least a portion of
the projected post-acquisition administrative efficiencies benefit
our opinion of the company.  This is the first time that Moody's
will rate Church's on a stand-alone basis, as the company was
previously a division of AFC Enterprises, Inc (B1 senior implied
rating under review for upgrade).

Ratings assigned are:

   -- $155 million second-lien senior notes at B3,
   -- Speculative Grade Liquidity Rating at SGL-3,
   -- Senior Implied Rating at B2, and the
   -- Issuer Rating at Caa1.

The rating outlook is stable.

The ratings consider the challenges in growing revenue at Church's
because of the uncertainty of consumer demand for bone-in fried
chicken, the company's high financial leverage and low fixed
charge coverage following the transaction, and the structure that
separates operating cash flows from the debt issuer.  
Vulnerability to wholesale prices for poultry (which climbed in
2003 and peaked during the summer of 2004), the small size of
Church's relative to many quick-service restaurant operators, and
the need to make steady progress at the anticipated post-
transaction operating efficiencies in order to maintain an
adequate liquidity position also adversely impact our view of the
credit risks facing the company.

However, the ratings recognize that the established position of
the Church's brand among growing segments of the U.S. population,
the domestic and international development potential of the
concept, and the removal of menu and geography restrictions
derived from AFC Enterprises' ownership of Popeyes, another
chicken quick service restaurant chain.  Year-to-date positive
comparable store sales following mediocre performance during 2002
and 2003 and Moody's belief that the company can obtain a portion
of post-transaction operating efficiencies also positively impact
the ratings.

The stable outlook reflects Moody's expectation that the company's
financial profile will improve as:

   (1) franchisees and the company continue opening new stores,

   (2) the company stimulates sales with new marketing programs
       and menu items, and

   (3) uses a portion of discretionary cash flow to improve the
       balance sheet.

Ratings could be negatively impacted if the recent operating
improvements do not prove permanent, circumstances cause financial
stress at a meaningful proportion of franchisees, or the company
overspends its liquidity while developing new stores.  Ratings
could eventually go up as higher average unit volume leads to
materially better financial flexibility, high-margin franchisee
revenue becomes a reliably larger fraction of revenue, and the
company achieves worthwhile returns on investment with its planned
development program.  These ratings do not require the achievement
of post-transaction operating efficiencies at the pace projected
by management.

The Speculative Grade Liquidity Rating of SGL-3 considers that
Church's should generate enough operating profit to cover cash
interest payments and a normal level of maintenance capital
expenditures.  However, postponement of post-transaction operating
efficiencies could cause free cash flow to fall to breakeven.  
Moody's expects that the company will remain in compliance with
its bank loan covenants, but comfortable compliance requires a
portion of the post-transaction operating efficiencies.  Also
constraining the rating is the limited availability of alternate
liquidity, given the existing pledge of all assets.

The B3 rating on the second-lien senior notes recognizes the
separation of operating cash flow from the issuing entity Cajun
Funding Corp because of the need to distinguish the entity owned
by Crescent Capital from the interest payer.  Fundco is a special
purpose vehicle formed for the purpose of holding debts associated
with this transaction.  The operating entity Cajun Operating
Company will sell assets to Fundco and then sign long-term lease
agreements for those assets.  Rent from Opco will be sufficient
for Fundco to make cash interest payments on the several debts.  
Opco does not guarantee the debts at Fundco, but the distinct
entities are designed to consolidate into one in the event of a
default.  The rated notes are subordinated to the unrated
$20 million revolving credit facility to the extent of collateral.  
In a hypothetical distressed scenario with the revolving credit
facility fully utilized, even assuming consolidation of the
entities, Moody's believes that recovery would rely on enterprise
value given likely liquidation proceeds relative to book value for
tangible assets such as restaurant equipment and leasehold
improvements.

Pro-forma for the transaction, debt protection measures such as
lease adjusted leverage and fixed charge coverage are appropriate
for the assigned ratings.  Average unit volume has recovered over
the past few quarters as the company has paid attention to
operating fundamentals such as speed of service and menu variety,
but high poultry prices and economic concerns among several core
customer segments have pressured operating margin.  The ratings
incorporate Moody's expectation that Church's, which has now
reported positive domestic comparable store sales for four
consecutive quarters, will permanently stabilize within the next
year.  Moody's believes that free cash flow will remain small as
the company uses most operating cash to maintain the existing
store base and to develop new corporate stores.

Cajun Funding Corp and Cajun Operating Company, with headquarters
in Atlanta, Georgia, will operate 282 and franchise 1259 Church's
Chicken quick service restaurants in the U.S., Puerto Rico, and
15 other countries.  Revenue at Church's for the four quarters
ending October 3, 2004 was about $258 million.


CASUAL MALE: Longacre and TeleCheck Told to Battle in State Court
-----------------------------------------------------------------
TeleCheck Services, Inc. is, or at least was, a creditor in Casual
Male Corp. and its affiliates' chapter 11 cases, owed $700,000.  
Longacre Master Fund, Ltd., offered to buy TeleCheck's claim and
thinks it did buy the claim.  Casual Male, apparently, sent
payments under its confirmed chapter 11 plan to TeleCheck rather
than Longacre.  Longacre filed suit against TeleCheck in the
Supreme Court of New York County to enforce its agreement.  
TeleCheck, in turn, removed the proceeding to U.S. District Court
for the Southern District of New York pursuant to 28 U.S.C Sec.
1452(a).  The District Court then referred the matter to Judge
Gerber in the Bankruptcy Court.  

Longacre opposed the application for removal, arguing that New
York state court is the appropriate forum for the parties to duke
it out.  

"Upon consideration of the matter, the Court concludes that it has
subject matter jurisdiction, but that remand on equitable grounds
is appropriate," Judge Gerber says in a written decision.

                    Subject Matter Jurisdiction

Section 1334 of the Judicial Code, 28 U.S.C. Sec. 1334, confers
subject matter jurisdiction on the district courts (and hence
bankruptcy courts) with respect to bankruptcy matters.  Section
1334(b) confers three types of jurisdictional authority over
proceedings:

     * "Arising under" jurisdiction relates to federal question
       claims of a particular type -- specifically, those
       federal questions that have their origin in title 11 of
       the United States Code (i.e., the Bankruptcy Code), and
       where relief is sought based upon a right created by
       title 11.

     * Case law in this district states that a claim "arises in"
       bankruptcy if, by its very nature, the claim can only be
       brought in a bankruptcy case because it has no existence
       outside of bankruptcy.  Other decisions have described the
       test more broadly -- that a proceeding "arises in"
       bankruptcy when it is not based on any right expressly
       created by title 11, but "would have no practical
       existence but for the bankruptcy."  Claims against the
       estate are in this category, even pre-petition ones based
       on state law.  Many "arising under" matters litigated in
       bankruptcy cases also fall in the "arising in" category,
       and vice-versa.

     * "Related to" jurisdiction applies to those matters that do
       not meet the criteria for the first two categories but
       that nevertheless relate to a bankruptcy case.  The
       principles underlying "related to" subject matter
       jurisdiction determinations were discussed at some length
       in In re ML Media Partners, L.P. v. Century/ML Cable
       Venture (In re Adelphia Communications Corp.), 285 B.R.
       127, 136-137 (Bankr. S.D.N.Y. 2002) (Gerber, J.), and
       Blackacre Bridge Capital, LLC v. Korff (In re River Center
       Holdings, LLC), 288 B.R. 59, 64-65 (Bankr. S.D.N.Y. 2003)
       (Gerber, J.).  Under the Second Circuit's decision in In
       re Cuyahoga Equipment Corp., 980 F.2d 110, 114-115 (2d
       Cir. 1992), the test applied in the S.D.N.Y. and elsewhere
       to establish "related to" jurisdiction under section
       1334(b) is the existence of a "conceivable effect" on the
       bankruptcy estate.

Under the standards outlined above, Judge Gerber says, it is plain
that Longacre's suit "arises in" a bankruptcy case because this
claims trading dispute "would have no practical existence but for
the bankruptcy."  If the Debtors had not filed bankruptcy
petitions, there would be no claims against the estate to sell.
TeleCheck's claim, and thus Longacre's cause of action, would not
exist.  The Fourth Circuit's opinion in Bergstrom v. Dalkon Shield
Claimants' Trust (In re A.H. Robins Co., Inc.), 86 F.3d 364 (4th
Cir. 1996), illustrates this point.  Thus, Judge Gerber reasons,
Longacre's suit against TeleCheck "arises in" a bankruptcy case
under title 11, and the Bankruptcy Court has subject matter
jurisdiction over the action under Sec. 1334(b).

                   Remand on Equitable Grounds

However, Judge Gerber continues, even where a district or
bankruptcy court has subject matter jurisdiction over a removed
proceeding under 28 U.S.C. Sec. 1334, it still has the power, in
its discretion, to remand the proceeding to state court. Another
provision of the Judicial Code, 28 U.S.C. Sec. 1452(b), grants
district courts (and hence bankruptcy courts) the discretion to
remand "on any equitable ground" proceedings previously removed by
a party to the proceeding. That statute provides in relevant part,
"The court to which such claim or cause of action is removed may
remand such claim or cause of action on any equitable ground."

The case law interpreting this provision has fleshed out the
meaning of "any equitable ground," which is not defined in Sec.
1452(b).  The factors relevant to a determination as to whether to
remand under Sec. 1452(b) are sometimes called the "Drexel
factors," named after a decision in which they were articulated,
Drexel Burnham Lambert Group, Inc., v. Vigilant Ins. Co. (In re
Drexel Burnham Lambert Group, Inc.), 130 B.R. 405, 407 (S.D.N.Y.
1991) (Edelstein, J.).  The Drexel factors are:

     (1) the effect on the efficient administration of the
         bankruptcy estate;

     (2) the extent to which issues of state law predominate;

     (3) the difficulty or unsettled nature of the applicable
         state law;

     (4) comity;

     (5) the degree of relatedness or remoteness of the
         proceeding to the main bankruptcy case;

     (6) the existence of the right to a jury trial; and

     (7) prejudice to the involuntarily removed defendants.

Judge Gerber sees that remand of Longacre's claims would have no
effect on the efficient administration of the Debtors' estate. The
Debtors have already paid TeleCheck's claim; thus, the
distribution on the claim has already left the Debtors' estate.
Longacre seeks monetary damages from TeleCheck directly, and based
on Longacre's representations that it is seeking recovery only
from TeleCheck, the Debtors do not oppose, and indeed support,
remand of the dispute to the New York County Supreme Court.

Likewise, this is a not a controversy between the alleged
transferee and transferor of a claim under Fed. R. Bankr. P.
3001(e)(2), where determination of the controversy is necessary or
desirable to direct the estate as to the appropriate recipient of
the distribution on the claim, or to determine the voting rights
with respect to the claim.  Here, the distribution has already
been made; the claim has already been voted, and, indeed, the
Debtors' plan had already been confirmed by the time that the
remand controversy was argued. There is no particular
administrative advantage to the estate, or vis-a-vis the needs and
concerns of other creditors, to adjudicate this controversy here.

Longacre's complaint asserts classic state law causes of action
for breach of contract.  Because the dispute primarily concerns
the rights of two non-debtor parties under the alleged contract,
equitable remand is appropriate, Judge Gerber rules.  

Martin Eisenberg, Esq., at Emmet Marvin & Martin, LLP, represents
Longacre Master Fund, Ltd., in this matter, and Matthew H.
Charity, Esq., at Baker & Hostetler LLP, represents TeleCheck
Services, Inc.

Casual Male Corp. with its debtor-affiliates filed for chapter 11
protection on May 18, 2001 (Bankr. S.D.N.Y. Case No. 01-41403).  
After a number of section 363 sales, the Debtors, together with
their Creditors' Committee, confirmed a liquidating plan of
reorganization on November 18, 2003, to distribute approximately
$70 million.  Adam C. Rogoff, Esq., at Cadwalader, Wickersham &
Taft represents the Debtors.  When the Company filed for
protection from its creditors, it listed $299,341,332 in total
assets and $244,127,198 in total debts.


CATHOLIC CHURCH: Files for Chapter 11 Protection in E.D. Wash.
--------------------------------------------------------------
The Roman Catholic Church for the Diocese of Spokane filed for
chapter 11 protection in the United States Bankruptcy Court for
the Eastern District of Washington after failing to settle
28 pending sexual abuse claims.

As reported in the Troubled Company Reporter on Nov. 25, 2004,
Bishop William Skylstad said in a press statement that Chapter 11
Reorganization will provide a fair, just, and equitable mechanism
for the payment of valid claims against the Diocese of Spokane,
while allowing it to maintain the historic mission of the Catholic
Church in Eastern Washington.

"No process can guarantee justice.  The Chapter 11 Reorganization
process does, however, provide a framework for the fair resolution
of valid claims," Bishop Skylstad explained.

The Diocese of Spokane has identified approximately 125 potential
claimants who were victimized by priests serving in Eastern
Washington.  Approximately half of those 125 have retained legal
counsel.  Those claims are in various stages of litigation.

The Diocese of Spokane also acknowledged that there may be other
victims who have yet to step forward.

The 28 pending claims arose out of the actions of Patrick
O'Donnell, a former Spokane Diocesan priest.

"By filing for Chapter 11 Reorganization, we will temporarily stop
litigation.  Likewise, it will stop the expense of litigation.  
All claims will be presented in one court, and will be examined by
one standard.  All claims will be treated equally, fairly, with
justice. The diocese will continue its ministry and mission.

"In the end, Chapter 11 Reorganization also will give everyone --
both the victims and the diocese -- a sense of finality and
closure, with fairness, justice, and equity.  Valid claims will be
settled; the diocese will continue its ministry."

Civil tort claimants seek $75,790,000 in damages, which far
exceeds the net worth of the diocese.

The Diocese has maintained insurance coverage with several
different carriers over the years.  The defense of most of the
claims -- including the payment of the majority of the attorney's
fees in defending the Diocese -- have, at least to this point,
been covered by the insurance carriers.  The Diocese continues to
work with its various carriers towards the full resolution of the
claims.

Bishop Skylstad added that the chapter 11 bankruptcy proceeding
would protect the Diocese's assets that serve more than 97,000
parishioners.

Critics said Bishop Skylstad was trying to avoid a trial that
would expose the lengths to which the church went to protect
serial pedophiles, the Associated Press reports.

"Everyone suffers when Skylstad chooses to protect his secrets and
his image rather than show courage and compassion," David
Clohessy, national director for Survivors Network of those Abused
by Priests, told Nicholas K. Geranios of AP.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller LLP, represent the Spokane Archdiocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

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: Spokane Case Summary & 19 Unsecured Creditors
--------------------------------------------------------------
Debtor: The Catholic Bishop of Spokane
        aka The Catholic Diocese of Spokane
        PO Box 1453
        Spokane, Washinghton 99210-1453
        Tel: (509) 358-7300

Bankruptcy Case No.: 04-08822

Type of Business: The Company is a not-for-profit ecclesiastical
                  entity that ministers to Roman Catholics and
                  others in Eastern Washington.  
                  See http://www.dioceseofspokane.org/

Chapter 11 Petition Date: December 6, 2004

Court: Eastern District of Washington (Spokane/Yakima)

Judge: Patricia C. Williams

Debtor's Counsel: Michael J. Paukert, Esq.
                  Paine, Hamblen, Coffin, Brooke & Miller LLP
                  717 West Sprague Avenue, Suite 1200
                  Spokane, Washington 99201
                  Tel: (509) 455-6000
                  Fax: 509-838-0007

Total Assets: $11,162,938

Total Debts:  $81,364,055

Debtor's 19 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Civil Tort Claimants                       $75,790,000

Saint Mary Presentation                       $973,337
310 North Main
Deer Park, Washington 99006

Catholic Cemeteries - Holy Cross              $735,520
7200 North Wall Street
Spokane, Washington 99208

Safeco Specialty Claims                       $600,000
PO Box 34756
Seattle, Washington 98124-1756

Sacred Heart - Othello                        $266,846
616 East Juniper
Othello, Washington 98812

Sacred Heart - Wilbur                         $193,670
606 Southwest Alder
Wilbur, Washington 99185

Self Insurance Fund                           $158,865
PO Box 1453
Spokane, Washington 99210

Saint Joseph - Colbert                        $156,587
3720 East Colbert Road
Colbert, Washington 99005

Sacred Heart Church                           $133,280

Our Lady of the Valley                        $111,437

All Saints School                             $102,881

Self Insurance Fund                            $90,743

Our Lady of the Lake                           $89,219

Sacred Heart - Wilbur                          $84,195

Saint Rose of Lima - Cheney                    $76,256

Bishop White Seminary                          $75,416

Pontifical North American                      $74,100

Morning Star Boys Ranch                        $67,234

Self Insurance Fund                            $64,469


CATHOLIC: Portland Wants Tort Claims Bar Date Moved to April 29
---------------------------------------------------------------
The Archdiocese of Portland in Oregon amends its request to
establish a deadline for filing tort claims.

Portland asks Judge Perris to:

   (a) establish April 29, 2005, at 5:00 p.m., Prevailing Pacific
       Time, as the deadline by which proofs of tort claim must
       be filed;

   (b) approve its revised proof of claim form; and

   (c) approve a two-fold widespread notice program that will
       provide actual or publication notice to all known and
       potential creditors.

Each holder of a Claim is required to file by either delivering in
person, by courier service or by first-class mail, an original
written proof of claim so as to be received on or before the
Claims Bar Date by the Debtor's Claims Agent, Bankruptcy
Management Corporation.  BMC will not accept proofs of claim sent
by facsimile or telecopy transmission.

Only persons whose Claims have been paid in full are not required
to file a proof of claim on or before the Claims Bar Date.  Any
person who settled a Claim against the Debtor before the Petition
Date, but has not yet been paid or fully paid on account of the
claim, must still file a proof of claim on account of his or her
Claim.

                       Proof of Claim Form

The proposed amended Proof of Claim Form is intended to elicit
only the specific information Portland and its insurers need to
begin the analysis of the Archdiocese's potential liability for
Tort Claims, and ultimately to resolve issues in the Chapter 11
case that are key to the reorganization plan process and
Portland's successful emergence from bankruptcy.

The proposed Proof of Claim Form includes those questions and
information provided in the Official Proof of Claim Form 10, which
is regularly filed in Chapter 11 by general commercial creditors.

The Proof of Claim Form seeks information:

   -- to enable Portland and others to locate the claimant;

   -- about the persons involved, the timing, and the nature of
      the claim; and

   -- about professionals and others the claimant consulted with
      about the injury and the Claim.

The information will provide a basis for addressing some of the
key issues that will ultimately put a fair value on Portland's
liability for Tort Claims.

Portland further asks the Court to declare that:

   * the failure of any holder of a Tort Claim to use the Proof
     of Claim Form will result in the Claim being deemed invalid
     as improperly filed, and of no force and effect.

   * if any Tort Claim that is filed on or before the Claims Bar
     Date is deemed invalid as improperly filed because it was
     not filed using the Proof of Claim Form, then the holder of
     the Claim will be entitled to cure the omission by filing,
     within the period of the later of:

        (i) 10 business days from receipt of notice by Portland
            that the Claim has been deemed an improperly filed
            Claim; and

       (ii) the Claims Bar Date, a claim on the Proof of Claim
            Form.

   * Any Tort Claim that is filed using the Proof of Claim Form
     but fails to provide the information requested is subject to
     disallowance upon further Court order if the information is
     not provided within a period of the later of:

        (i) 10 business days after receipt of notice by Portland
            that the required information is missing; and

       (ii) the Claims Bar Date.

The Proof of Claim Form will be filed with BMC, and the name of
all claimants filing a claim for childhood sexual misconduct will
be kept confidential.  BMC will work with the Clerk's office to
develop a procedure for keeping the proof of claim confidential.
Absent a Court order, only Portland, Portland's insurers, the
claimant, and the claimant's attorney will have access to the
proof of claim.

If a claimant completes Section B of the Proof of Claim Form, BMC
will segregate the proof of claim from those proofs of claim in
which Section B is not completed and keep the Section B proofs of
claim confidential pursuant to the procedures developed with the
Clerk's office.

Although the proofs of claim will be kept confidential, this will
not prevent Portland, Portland's insurers, and their attorneys
from utilizing the information contained there, including the
claimant's name, in conducting their investigations into the facts
and circumstances surrounding the claim.

              Failure to File a Proof of Claim Form

Any holder of a Claim against Portland who is required, but fails,
to file proof of the claim in accordance with the Claims Bar Date
Order on or before the Claims Bar Date will not be counted as a
creditor for voting or distribution purposes under any plan of
reorganization.  The Claim is subject to discharge upon
confirmation of a plan.

The only exception to this filing requirement should be for minors
and those persons who establish "repressed memory" as a valid
basis for failure to file a claim.  An example of this narrow
exception would be:

   -- a minor who has been abused but has not told his or her
      parents or another adult about the abuse; or

   -- an adult who has blocked memory of all occurrences of the
      abuse but who later remembers the abuse after confirmation
      of a plan.

Although these claims qualify as current claims under the
Bankruptcy Code definition of a claim, the Debtor recognizes that
any notice to these claimants will likely prove to be
insufficient.

Portland intends to deal with these claims through both
publication notice and the appointment of a "future claimants
representative."  Use of the term "future claimants" for these
creditors should not be confused with a claim, which accrues in
the future.  The claims exist now.  Use of the term "future
claimants" simply means that these creditors may assert their
claims in the future.

                        Notice Procedures

Portland intends to adopt these procedures for providing notice of
the Tort Claims Bar Date:

(A) Actual Notice

    Actual notice of the Claims Bar Date will be sent to:

    -- all known creditors;

    -- the attorneys for all known tort creditors;

    -- all households on the current mailing lists for the 124
       parishes and 24 missions within the Archdiocese;

    -- all known potential claimants whose identities and
       addresses Portland has ascertained from review of its
       files.

    Portland will also ask all attorneys who have represented or
    are representing clients with claims of childhood sexual
    misconduct to submit to Portland the name and address of any
    person he or she believes may be a potential claimant.

    For purposes of providing actual notice to all persons or
    entities who have commenced judicial, administrative, or
    other actions or proceedings, including (x) settlement
    proceedings or (y) otherwise initiated an action against
    Portland asserting a Claim that has not been settled or has
    been settled but not paid or fully paid, Portland will mail
    to unrepresented claimants and to the attorneys for
    represented claimants:

    -- the Claims Bar Date Order;

    -- a notice of the Claims Bar Date; and

    -- a number of copies of the Proof of Claim Form equal to the
       estimated number of claimants represented by a law firm or
       attorney.

    The Claims Bar Date Notice contains special instructions to
    the law firms and attorneys.  It will list, in an exhibit to
    the Notice, all holders of Claims who, Portland believes, are
    represented by the attorney or law firm.  The attorney or law
    firm will be required to examine the list and, within 10
    business days after receipt of the Claims Bar Date Notice,
    return a copy of the list to BMC with notations showing any
    claimants that the attorney or law firm does not represent or
    no longer represents, and the address of the claimant, if
    known.

    Moreover, the Claims Bar Date Notice instructs attorneys or
    law firms to advise BMC, within 10 days after receipt of the
    Claims Bar Date Notice, of any claimants to whom the
    attorneys or law firms want BMC to send directly the Claims
    Bar Date Notice and a Proof of Claim Form.  BMC will mail the
    claims materials directly to the claimants within 10 business
    days after receipt of the information.

    To assist any attorneys or law firms who wish to send copies
    of the Claims Bar Date Notice or the Proof of Claim Form
    directly to any of their clients, BMC will provide them with
    extra copies of the Claims Bar Date Notice or a Proof of
    Claim Form, together with postage-paid envelopes for the
    mailing.

    The Notice Procedures are designed to assist attorneys in
    getting any required information to the underlying holders of
    Claims so that the Proof of Claim Forms can be completed and
    returned in a timely fashion.

(B) Publication Notice

    Portland has developed a special "plain English" notice that
    it intends to use in a comprehensive, broad-based mailing
    and media notice program.  The broad-based direct mailing and
    media notice program is designed to provide notice to
    potential claimants in areas where claims have arisen or
    where potential claimants may now be located.  The Mailing
    and Media Notice Program is designed to ensure comprehensive
    notice to individuals and entities who could potentially hold
    Claims.

    The Mailing and Media Notice Program provides for the
    dissemination of the Claims Publication Notice by using:

       * direct mailings,
       * newspapers,
       * diocesan publications,
       * church bulletins,
       * alumni publications,
       * a special Web site, and
       * nationwide press releases and other media publicity.

    The primary target of the Mailing and Media Notice Program
    will be persons who attended or now attend Catholic churches
    and schools in western Oregon, these being the locations
    where the alleged acts giving rise to the sexual misconduct
    Claims are most likely to have occurred.

    Portland intends to mail a copy of the Claims Bar Date Notice
    to each household on the mailing lists for the 124 parishes
    and 24 missions within the Archdiocese.  Portland also plans
    to accomplish nationwide notice by publication in USA Today,
    and the Wall Street Journal, newspapers of general
    circulation throughout the United States, and by nationwide
    dissemination of its press releases.

    Portland will publish notice regionally in 19 newspapers
    throughout Oregon, Washington, Idaho and California.  Of the
    more than 200 claims asserted against Portland since 1999,
    almost 90% of the claimants live or reside in Oregon.  Of the
    remaining 11%, approximately half live in Washington or
    California.  Portland believes that any presently unknown
    claimants are more likely than not to reside in these same
    states.

    Furthermore, the nationwide notice process and general
    publicity about the case will provide notice of the Claims
    Bar Date to potential claimants living both inside and
    outside of the focused target area.

    The Publication Notice to be published in connection with the
    Mailing and Media Notice Program includes a toll-free
    telephone number that potential claimants may call to obtain
    more information, including a copy of the Proof of Claim
    Form, Notice of the Claims Bar Date, information concerning
    the procedures for filing a proof of claim, and referral to
    an independent third party counselor if a potential claimant
    wants to discuss his or her situation regarding the filing of
    a claim.

    Any person referred to counseling will not be charged for the
    counseling services.  All discussions between that person and
    the counselor will be kept strictly confidential unless that
    person fails to file a Proof of Claim by the Claims Bar Date
    and later attempts to assert a Claim.  In that event the
    counselor will be free to provide to Portland the person's
    name, the dates the person conferred with the counselor, and
    the information that was discussed which would have been
    required to be included in the Proof of Claim Form.

    The Notice also contains a special website address for the
    Debtor's Claims Agent http://www.bmccorp.netfrom which a
    claimant can review information about the history of the
    bankruptcy case and can download copies of the Proof of Claim
    Form and the Claims Bar Date Notice.

    The Debtor estimate the cost for the proposed Mailing and
    Media Notice Program to be $265,000.

                            Responses

(1) ACE Property and Casualty Insurance Company

ACE asserts that nothing in the Order approving Portland's request
should constitute an acknowledgement by the U.S. Bankruptcy Court
for the District of Oregon as to the validity of the so-called
"repressed memory" theory which has not been adopted by the Oregon
courts, or that there are really any claimants to be represented
by the representative for that class.  ACE maintains that it
should be made clear in any Order providing for the appointment of
a representative for alleged repressed memory claimants that the
appointment of the representative does not excuse claimholders who
are required by applicable law to file claims from doing so by the
Claims Bar Date.

(2) Tort Committee

The Official Committee of Tort Claimants in the Archdiocese of
Portland in Oregon's Chapter 11 case wants the form of Notice to
be used in connection with the actual, formal notice to known
potential tort claimants and that the proposed Proof of Claim form
be used by all tort claimants.  The Tort Committee further
proposes that the Notice and Proof of Claim forms be sent to known
potential claimants by a neutral party rather then by Portland,
together with a cover letter from a survivor, probably the
Chairman of the Tort Committee.

The Tort Committee asserts that the Court should appoint a
representative of unknown claimants.  The Tort Committee agrees
with Portland that there can be one representative for all unknown
tort claimants, including minors.

Albert N. Kennedy, Esq., at Tonkon Torp, LLP, in Portland,
Oregon, contends that the Unknown Claims Representative should
represent and advocate for all persons injured by child abuse who,
on or before the Bar Date:

   -- have "not discovered the injury or the causal connection
      between the injury and the child abuse, nor in the exercise
      of reasonable care should have discovered the injury of the
      causal connection between the injury and the child abuse;"
      and

   -- have not reached the age of 18, and for those who have
      reached the age of 18, but for whom the statute of
      limitations has not yet run.

Mr. Kennedy contends that Portland's attempt to limit the category
of persons represented by the Unknown Claims Representative to
minors and persons with "repressed memory" is unfair and
unworkable.  "Repressed Memory," Mr. Kennedy explains, is open to
different interpretations.  Repression describes only one of many
psychological defense mechanisms that may be employed
by victims of childhood priest abuse.

A victim of childhood priest abuse may:

   -- utilize one or a multiple of psychological mechanisms that
      could be described as suppression, repression, denial or
      otherwise;

   -- block some or most, but not all, memories relating to the
      abuse; and

   -- block all feelings relating to the abuse and may block any
      linkage between the abuse and the injury.

This blockage may render the individual incapable of understanding
the injury or the causal connection between the injury and the
child abuse.

The Tort Committee believes that a final Bar Date can be
established only after the universe of known, potential claimants
has been determined and the Unknown Claims Representative has been
appointed.

There is no indication that Portland has completed its
investigation and identification of known potential tort
claimants, nor is there any indication that Portland has begun an
investigation with respect to known holders of "other" claims.  
Mr. Kennedy notes that Portland has stated in its Schedules of
Assets and Liabilities and Statement of Financial Affairs, and in
other pleadings that there are "others" who have an interest in
the property held by Portland.  These persons have potential
claims and, to the extent that they can be identified Portland,
are entitled to actual formal notice.

Mr. Kennedy also adds that, although both Portland and the Tort
Committee agree that a web page and a hotline should be
established as a component of the notice process, the design,
content and other mechanics have not been determined.

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


CENTURY ALUMINUM: Moody's Puts B1 Rating on $175M Sr. Unsec. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Century Aluminum
Company's $175 million senior unsecured convertible notes due
2024.  The convertible notes are unconditionally guaranteed on a
senior unsecured basis by all of the company's existing domestic
restricted subsidiaries.  Proceeds from the notes were used to
partially finance the tender offer for Century's existing senior
secured first mortgage notes and to pay premiums and other
expenses.  In the tender offer $315.5 million of secured mortgage
notes were redeemed leaving only $9.9 million outstanding and
therefore Moody's has withdrawn the B1 rating on the first
mortgage notes.  Due to the significant reduction in this secured
debt instrument, the senior unsecured and convertible notes have
not been notched down and are rated at the senior implied level.
Moody's affirmed the existing ratings of Century. The rating
outlook is positive.

This rating action was taken:

   * Assigned a B1 rating to the $175 million of 1.75% senior
     unsecured guaranteed convertible notes due 2024

These ratings were affirmed:

   * The Ba3 rating for Century's $100 million senior secured
     revolving credit facility,

   * The B1 rating for Century's $250 million 7.5% senior notes
     due 2014

   * Century's B1 senior implied rating, and

   * Century's B3 senior unsecured issuer rating.

The B1 rating on the convertible notes reflects the parity that
now exists to the $250 million senior unsecured notes due 2014
following the company's providing of the same subsidiary guarantee
structure that the notes have.  Century's ratings continue to
reflect its relatively high leverage, exposure to a single
commodity-priced product, primary aluminum, and higher cost base
compared to many of its integrated competitors, risks associated
with alumina and electrical power supply arrangements, and high
customer concentration.  Additionally, the ratings reflect the
company's increased debt level following its acquisition of
Nordural Aluminum ehf, Iceland, and the additional borrowings and
equity contributions required to complete the facility's expansion
over the next two years.  Moody's notes the initial expansion
plans of 90,000 MTPY have been increased by a further 32,000 MTPY
for total estimated costs of $454 million.

Positive factors supporting the ratings include the stability
provided by Century's business model, which uses long-term supply
and sales contracts to minimize mismatches between alumina and
aluminum prices and capture a sales premium above the London Metal
Exchange -- LME -- aluminum price.  This -- along with aluminum
hedging -- enabled the company to generate free cash flow in each
of the last three fiscal years, when LME prices were often below
$0.65/pound.  Also, while the company's debt has risen with the
acquisition of Nordural, the new financings extend the company's
debt maturity profile and lower its average cost.

Additionally, Moody's ratings and the positive rating outlook
recognize the increased earnings base and lower cost of operations
provided by the acquisition of Nordural, and the limited
completion and operating risk related to its planned expansion.
Finally, the current favorable aluminum pricing environment is
expected to continue for several quarters and generate greater
operating cash flow, which should reduce the amount of additional
debt required to finance the Icelandic smelter expansion.  The
current LME aluminum price is approximately 83>/pound, well above
the 68>/pound 10-year average price.  Given the anticipated
deficit of global aluminum supply expected over the near-term,
Moody's expects that pricing will continue to be favorable through
at least 2005, when additional global capacity is expected to come
on line.

Century's operating performance through the first nine-months of
2004 improved significantly on a year over year basis as increased
shipments and higher aluminum prices resulted in sharply higher
levels of revenue and operating income.  However, cost increases
in the third quarter due to greater replacement of reduction cells
than anticipated, higher fuel surcharges at the Mt. Holly plant
and increased administrative expenses, partially mitigated the
level of earnings and margin advancement evidenced in the
company's performance for the first six months of 2004.  While
operating fundamentals continue strong in the fourth quarter of
2004, Moody's anticipates that continued power cost issues at Mt.
Holly could again contribute to cost increases.  Nonetheless, year
on year performance advancement should remain favorable.  Net
income was impacted by a $47.4 million loss on the early
extinguishment of a significant level of first mortgage notes,
however the company anticipates annual interest expense savings of
approximately $16 million from the refinancing activities
undertaken in 2004. Debt levels ($526 million at Sept. 30, 2004)
continue to increase in line with the funding for Nordural's
expansion.

Factors that would improve the rating and outlook would include a
successful completion of the Nordural expansion and the reduction
of associated debt in a timely manner.  Conversely, delays in the
expansion of Nordural combined with aluminum pricing falling below
its longer term historical average would result in a review of the
rating and outlook.

Headquartered in Monterey, California, Century Aluminum Company
has ownership interests in four aluminum production facilities
with annual capacity of 1.4 million pounds of aluminum.  Century
had revenues of $782 million in 2003.


CHESAPEAKE CORP: Majority of Noteholders Agree to Amend Debentures
------------------------------------------------------------------
Chesapeake Corporation (NYSE: CSK) disclosed the results to date
in its previously announced cash tender offer to purchase any and
all of its outstanding $85.0 million aggregate principal amount of
7.20% Debentures due March 15, 2005 and solicitation of consents
to proposed amendments to the indenture governing the debentures.   
As of 5:00 p.m. Eastern Standard Time on Dec. 2, 2004, tenders and
consents had been received for approximately $66.8 million in
aggregate principal amount of the debentures, representing
approximately 78.5% of the outstanding debentures.

The percentage of consents received exceeds the requisite consents
needed to amend the indenture governing the debentures.  
Chesapeake and The Bank of New York, the trustee under the
indenture, have executed a supplemental indenture to effect the
proposed amendments.  However, the proposed amendments will not
become operative with respect to the debentures and the indenture
until the tendered Notes are accepted for purchase by Chesapeake.  
If the tender offer is terminated or withdrawn, the proposed
amendments will not become operative.  The proposed amendments
would eliminate the principal restrictive covenants in the
indenture and would permit satisfaction and discharge of any
debentures not tendered in the offer.  Debentures tendered on or
prior to the Consent Payment Deadline will be settled on the
initial settlement date, which is expected to be on or about
December 8, 2004.

The tender offer is being made pursuant to an Offer to Purchase
and Consent Solicitation Statement and a related Consent and
Letter of Transmittal, dated November 18, 2004.  The tender offer
is scheduled to expire at 5:00 p.m., New York City time, on
Dec. 20, 2004, unless extended or earlier terminated.

Chesapeake intends to pay amounts due in connection with the
tender offer and consent solicitation, together with related fees
and expenses, with the net proceeds from the previously announced
offering of Senior Subordinated Notes due 2014.  The offer is
subject to the satisfaction of certain conditions, including the
Company having entered into arrangements satisfactory to it with
respect to financing sufficient to complete the tender offer, and
other customary conditions.

The exact terms and conditions of the tender offer and consent
solicitation are specified in, and qualified in their entirety by,
the Offer to Purchase and Consent Solicitation Statement and
related materials have been distributed to holders of the
debentures, copies of which may be obtained from the information
agent:

         Global Bondholder Services Corporation
         U.S. Toll Free: (866) 873-6300
         Collect: (212) 430-3774

Chesapeake has engaged Banc of America Securities LLC to act as
the exclusive dealer manager and solicitation agent in connection
with the tender offer and consent solicitation.  Questions
regarding the Offer may be directed to:

         Banc of America Securities LLC
         High Yield Special Products
         U.S. Toll Free: (888) 292-0070
         Collect: (704) 388-9217

                        About the Company

Chesapeake Corporation is a leading international supplier of
value-added specialty paperboard and plastic packaging with
headquarters in Richmond, Virginia. The Company is one of Europe's
premier suppliers of folding cartons, leaflets and labels, as well
as plastic packaging for niche markets. Chesapeake has more than
50 locations in Europe, North America, Africa and Asia and employs
approximately 6,100 people worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 03, 2004,
Moody's Investors Service rated Chesapeake Corporation's new
EUR100 million Senior Subordinated Notes B2. Chesapeake intends
to use the net proceeds from this issue to fund a tender offer of
its $85.0 million 7.2% senior unsecured debentures due
March 15, 2005, with the balance available for general corporate
purposes which may include funding near term debt maturities.
Should the tender offer be successful, Moody's will withdraw the
applicable rating. Moody's also affirmed Chesapeake's Ba3 senior
implied and B1 senior unsecured and issuer ratings. The outlook
remains stable.


CHI-CHI'S: Selling Margaritaville Name to Jimmy Buffett for $100K
-----------------------------------------------------------------
Chi-Chi's, Inc., asks the U.S. Bankruptcy Court for the District
of Delaware for permission to sell its intellectual property
rights in the Margaritaville brand name to Jimmy Buffett for
$100,000.  Chi-Chi's tells the Bankruptcy Court that while it
would ordinarily tee up an auction, there are many sticky issues
that make it difficult for a third-party to use the Margaritaville
name.  Chi-Chi's owns the Margaritaville name and leases it to Mr.
Buffett, but everybody associates the Margaritaville name with Mr.
Buffett and the products he markets under that name.  Chi-Chi's
believes Mr. Buffett is the only logical purchaser that won't draw
the company into protracted litigation.  Chi-Chi's also believes
Mr. Buffett's offer is fair and reasonable.  

Last month, Chi-Chi's obtained an order from the Bankruptcy Court
extending its exclusive periods afforded under 11 U.S.C. Sec. 1121
by another year.  Specifically, the Honorable Charles G. Case
extended the company's exclusive right to file a chapter 11 plan
through Oct. 3, 2005, and gave the company an extension, through
Dec. 7, 2005, to solicit acceptances of that plan from its
creditors.

As reported in the Class Action Reporter on Feb. 24, 2004,
Chi-Chi's has to resolve claims asserted by some 600 Hepatitis
Claimants, three of which died from the virus after eating tainted
green onions imported from Mexico at a restaurant located in the
Beaver Valley Mall, about 25 miles northwest of Pittsburgh, in
November 2003.  Chi-Chi's reports approximately 250 of those
claims have been settled to date.  It's impossible, the Debtor
indicates, to propose a confirmable plan until the extent of the
Hepatitis Claims is quantified.

Headquartered in Irvine California, Chi-Chi's, Inc., is a direct
or indirect operating subsidiary of Prandium and FRI-MRD
Corporation and each engages in the restaurant business. The
Debtors filed for chapter 11 protection on October 8, 2003 (Bankr.
Del. Case No. 03-13063-CGC). Bruce Grohsgal, Esq., Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., and Sandra Gail McLamb,
Esq., at Pachulski, Stang, Ziehl Young & Jones represent the
Debtors in their restructuring efforts. The Debtors estimated $50
to $100 million in assets and more than $100 million in
liabilities when they filed for bankruptcy.


CMS ENERGY: Fitch Upgrades Ratings & Revises Outlook to Positive
----------------------------------------------------------------
Fitch Ratings upgrades these credit ratings for the debt
obligations of CMS Energy Co. and Consumers Energy Co.:

   * CMS

     -- Senior secured bank loan to 'BB' from 'BB-';

     -- Preferred securities and trust preferred securities to 'B'
        from 'B-';

   * Consumers

     -- Senior secured debt to 'BBB-'from 'BB+';

     -- Preferred securities and trust preferred securities to
        'BB-'from 'B'.

The 'B+' senior unsecured rating for CMS and the 'BB' senior
unsecured rating for Consumers have been affirmed.  The Rating
Outlook for CMS has been revised to Positive from Stable.  The
Rating Outlook for Consumers remains Stable.  Approximately
$6.7 billion of debt is affected.

The rating changes follow a recent review of the credits and
reflects Fitch's latest assessment of the company's financial
position and business strategy.  Over the past 18 months,
management has taken various actions, including the successful
refinancing of secured bank facilities and the completion of the
majority of targeted asset sales, which have benefited CMS' credit
profile and have resulted in a stabilization of CMS' credit
quality.  Consequently, the company now has reduced business risk,
improved access to capital markets, and lower levels of
consolidated debt.  The ratings also recognize CMS' ownership of a
regulated utility, Consumers, and the stable dividends and
enterprise value relating to that investment.  CMS is strongly
dependent on cash flow from Consumers to service parent debt
obligations.  Qualitative factors that positively affect the
ratings of CMS and Consumers also include recent favorable
regulatory developments in Michigan.

The Positive Outlook for CMS takes into consideration the
improvement in CMS' financial profile due to lower parent debt
levels and an improved liquidity position, with no material debt
maturities through 2006.  Events that could result in further
positive rating action include the ability to demonstrate
continued improvement in the ratio of consolidated debt to cash
flow from operations and further parent debt reduction.  Events
that could adversely affect ratings include credit deterioration
at Consumers or the inability to refinance maturing CMS parent
debt.  Fitch notes that CMS will be dependent on additional asset
sales or accessing capital markets to refinance a part of the debt
maturing 2007 and 2008, when $468 million and $410 million of
parent debt becomes due.

The upgrade of Consumers' senior secured debt reflects the
utility's strong business characteristics, stable and predictable
cash flows, as well as sound electric and gas distribution
franchises.  Recently, the utility received final orders from the
Michigan Public Service Commission -- MPSC -- on several
regulatory filings, including a gas rate case, a stranded cost
case, a securitization case and a gas depreciation case.  Overall,
Fitch views the rate proceedings as having a slightly positive
impact on the ratings of Consumers.  In particular, the ability to
recover approximately $628 million of costs primarily associated
with environmental compliance over the next five years will be
beneficial to the utility's cash flow.  Fitch expects Consumers to
file for an electric rate case by year-end 2004, with an
anticipated implementation date of Jan. 1, 2006.  Recent actions
by the MPSC should result in reduced financial exposure to
commodity risk and loss of margin due to electric competition,
will have favorable implications for Consumers.

CMS is a utility holding company whose primary subsidiary is
Consumers, a regulated electric and gas utility serving more than
3.4 million customers in western Michigan.  CMS also has
operations in natural gas pipelines and independent power
production.


COLUMBUS MCKINNON: S&P Changes Outlook on B Rating to Stable
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B' corporate credit rating, on Columbus McKinnon Corp.  At
the same time, Standard & Poor's revised its outlook on the
Amherst, New York-based supplier of material handling equipment to
stable from negative.

At Oct. 3, 2004, Columbus McKinnon had approximately $304 million
of debt outstanding, including the present value of operating
leases.  

"The outlook revision reflects Columbus McKinnon's improving
credit profile resulting, in part, from improved earnings and cash
flow performance," said Standard & Poor's credit analyst Eric
Ballantine.  "In addition, Columbus McKinnon has sufficient
availability under its $50 million revolving credit facility to
meet its near-term funding needs.  Since Columbus McKinnon
typically generates a modest amount of annual free cash flow --
$10 million to $20 million -- its liquidity profile is consistent
with its business objectives and with the stable outlook."
The company holds the No. 1 or No. 2 position in the material-
handling, lifting, and positioning products industry. It
manufactures hoists (roughly half of product revenues), chain and
forged attachments, industrial cranes, and industrial components.

As a result of improving end-market conditions and a focus on cost
reductions, Columbus McKinnon improved its operating margins and
cash generation.  In addition, it has focused on selling off non-
core business segments, mainly within the company's solutions
group.

The company's leveraged balance sheet and weak credit protection
measures limit upside ratings potential.  Columbus McKinnon's
niche business positions, improving cost structure, and recovering
end-markets limit downside risk.  


COMMUNITY HEALTH: Launches $250 Million Private Debt Offering
-------------------------------------------------------------
Community Health Systems, Inc. (NYSE:CYH) has commenced with a
private offering of $250 million aggregate principal amount of
senior subordinated notes due 2012.  The senior subordinated notes
are being offered in an unregistered offering pursuant to Rule
144A and Regulation S under the Securities Act of 1933.  Community
Health Systems intends to offer to exchange the unregistered notes
for substantially identical registered senior subordinated notes.

The senior subordinated notes will not be registered under the
Securities Act of 1933 or the securities laws of any state and may
not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements under
the Securities Act of 1933 and any applicable state securities
laws.  This press release does not constitute an offer to sell or
the solicitation of an offer to buy any of the notes or any other
securities.

Community Health Systems intends to use the net proceeds from the
offering to repay borrowings under the revolving tranche of its
senior secured credit facility, with any remaining proceeds being
used to repay the term tranche of its senior secured credit
facility.

                        About the Company

Located in the Nashville, Tennessee suburb of Brentwood, Community
Health Systems is a leading operator of general acute care
hospitals in non-urban communities throughout the country. Through
its subsidiaries, Community Health Systems currently owns, leases
or operates 71 hospitals in 22 states. Its hospitals offer a broad
range of inpatient medical and surgical services, outpatient
treatment and skilled nursing care. Shares in Community Health
Systems are traded on the New York Stock Exchange under the symbol
"CYH."

                          *     *     *

Fitch Ratings assigned a 'B+' rating to Community Health Systems,
Inc.'s planned $250 million senior subordinated notes issue.  
Fitch also affirmed Community's 'BB' rated, $1.625 billion secured
credit facility and 'B+' rated convertible subordinated notes due
2008.  The Rating Outlook is Stable.

At the same time, the proposed $250 million notes carries 'B'
rating from S&P.


COMMUNITY HEALTH: Fitch Rates Proposed $250M Senior Sub. Notes B+
-----------------------------------------------------------------
Fitch Ratings assigned a 'B+' rating to Community Health Systems,
Inc.'s planned $250 million senior subordinated notes issue.  
Fitch also affirmed Community's 'BB' rated, $1.625 billion secured
credit facility and 'B+' rated convertible subordinated notes due
2008.  The Rating Outlook is Stable.

Proceeds from the issue are expected to term-out borrowings under
the company's $425 million revolving bank facility which were
drawn down to fund Community's recent share repurchase.  At the
time the share repurchase was announced, Fitch affirmed
Community's ratings and noted that while the increase in borrowing
was rather large, Community's credit profile had been trending
positively.  Industry issues such as bad debt have taken their
toll on Community's margins but the company has fared better than
its peers in this regard and pricing remains fairly strong
(especially for rural providers like Community).  Despite the
increase in debt, leverage and coverage remain appropriate for the
category.  Fitch anticipates that at year-end 2004 leverage will
be between 3.5 times (x) and 3.7x and coverage will be between
6.0x and 6.2x.  Fitch does expect Community to remain fairly
aggressive with regards to acquisitions, however, the level of
activity is dependent on the pipeline and current multiples.

Community's rating reflects the validity of the company's business
model and its leading market presence, experienced management and
track record of successful acquisitions, offset by modestly high
leverage and acquisition-associated risks.  Fitch notes that
several provisions of the Medicare Prescription Drug, Improvement
and Modernization Act of 2003 -- MMA -- have had a better-than-
anticipated, positive impact on rural hospital providers such as
Community.  Concerns center on acquisition-associated risks and
that the company's model relies, to some degree, on acquisitions
to sustain current growth and margin momentum.  Other concerns
include industry-wide issues such as bad debt expense, slower-
than-expected volume trends, sustainability of private-pay rate
increases, and the highly regulated nature of the industry.


COMMUNITY HEALTH: S&P Rates Proposed $250M Senior Sub. Notes 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
hospital operator Community Health Systems Inc.'s proposed
$250 million in senior subordinated notes due 2012, which are
issued under Rule 144A with registration rights.  Proceeds will be
used to repay existing debt.  The company's total debt outstanding
as of Sept. 30, 2004, was $1.8 billion.

At the same time, Standard & Poor's affirmed its other ratings on
Community Health Systems and its wholly owned subsidiary,
CHS/Community Health Systems Inc.

"The speculative-grade ratings on Brentwood, Tennessee-based
Community Health Systems reflect Standard & Poor's concern about
the company's aggressive acquisition activity and the uncertain
future reimbursement levels it can expect to receive from the
government and other third-party payors," said Standard & Poor's
credit analyst David Peknay.

The company, operating 71 hospitals in 22 states, primarily in
small, non-urban markets with stable or growing populations, has
seen its revenues nearly double since 2001.  Community acquires
weak, underperforming hospitals and attempts to build revenues by
enhancing physician recruitment and broadening services.  The
company has acquired about 20 hospitals since 2001, and will
likely continue at this rate.  This will create possible
integration challenges that make it more difficult to turn around
acquired assets as expected.  

Community's diversified hospital portfolio and strong position as
sole provider in the majority of its communities help mitigate
these risks.  Overall profitability remains tied to changes in
reimbursement by the government and other third-party payors,
which are coming under increasing economic and political
pressures.  Managed care's smaller rate increases and Community
Health's own increasing bad debts have hurt the company's
operating margins.  For these reasons, as well as the weak
condition of its recently acquired hospitals, the company's
margins declined to just below 15% as of September 2004 from 17%
in 2003 and 18% in 2002.  Standard & Poor's expects these margins
to stabilize, however, as the company's bad debt expenses level
off in a stronger economy and as operating improvements bear
fruit.  At the same time, Community Health's profitability will
also be influenced by any change in regulations and by unforeseen
economic developments.


COMPOSITE SOLUTIONS: Bankruptcy Court Dismisses Chapter 7 Petition
------------------------------------------------------------------
On Nov. 18, 2004, the United States Bankruptcy Court for the
Southern District of California dismissed the voluntary petition
for liquidation under Chapter 7 of the U.S. Bankruptcy Code filed
by Composite Solutions, Inc. (OTC BB: KIPS) on Oct. 11, 2004.  CSI
will not resume its former operations, but is pursuing other
options for reorganizing the corporation via a Chapter 11
bankruptcy and acquisition of another operating entity.

Headquartered in La Jolla, California, Composite Solutions, Inc.,
has provided components for the aerospace, defense, marine, oil,
commercial and recreational industries.  The Company filed a
chapter 7 petition on Oct. 11, 2004 (Bankr. S.D. Cal. Case No.
04-08830).  Radmila A. Fulton of San Diego, California represented
the Debtor in its chapter 7 case.  When the Debtor filed for
chapter 7 protection, it estimated less than $100,000 in total
assets and more than $1 million in total debts.


CROWN CASTLE: Prices Cash Tender Offer for Convertible Sr. Notes
----------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) disclosed the pricing
for its cash tender offer for any and all of its outstanding 4%
Convertible Senior Notes due 2010.

The tender offer is being made upon the terms and conditions in
the Offer to Purchase and related Letter of Transmittal dated
November 8, 2004.  The tender offer will expire at midnight, New
York City time, on December 7, 2004, unless extended or
terminated.  Tenders of the Convertible Notes may be withdrawn at
any time prior to the Expiration Date.

The purchase price for each $1,000 principal amount of Convertible
Notes was determined pursuant to the pricing formula set forth in
the Offer to Purchase, that is based upon the volume-weighted
average price of the Company's common stock, subject to a minimum
price of $750.00 and a maximum price of $1,795.05 per $1,000
principal amount of Convertible Notes, plus accrued and unpaid
interest through, but excluding, the date of purchase.  Under the
terms of the tender offer, the purchase price for each $1,000
principal amount of Convertible Notes will be the maximum purchase
price under the pricing formula, which is $1,795.05 per $1,000
principal amount of Convertible Notes, plus accrued and unpaid
interest through, but excluding, the date of purchase.  The
volume-weighted average price of the Company's common stock during
the averaging period contemplated by the pricing formula is
$16.8746.  The closing of the tender offer is conditioned upon the
satisfaction of certain conditions described in the Offer to
Purchase.

This press release is merely a notification of the pricing of the
tender offer and is neither an offer to purchase nor a
solicitation of an offer to sell the Convertible Notes. The tender
offer is being made only pursuant to the Offer to Purchase and
related Letter of Transmittal dated November 8, 2004.

Holders of Convertible Notes should read the Tender Offer
Statement on Schedule TO, the Offer to Purchase, related Letter of
Transmittal and other tender offer documents filed with the
Securities and Exchange Commission on November 8, 2004, and any
subsequently filed amendments or exhibits thereto, because they
contain important information.  The Tender Offer Statement on
Schedule TO, the Offer to Purchase, related Letter of Transmittal
and other tender offer documents filed with the SEC may be
obtained free of charge from the SEC's website at
http://www.sec.gov/ Holders of Convertible Notes may also request  
copies of the Tender Offer Statement on Schedule TO, the Offer to
Purchase, related Letter of Transmittal and other filed tender
offer documents free of charge by contacting the Information Agent
at:

         MacKenzie Partners, Inc.
         105 Madison Avenue
         New York, N.Y. 10016
         Attn: Steve Balet
         Toll-Free: (800) 322-2885
         Collect: (212) 929-5500

Questions regarding the tender offer may be directed to the
Depositary:

         The Bank of New York
         Corporate Trust Operations
         Reorganization Unit
         101 Barclay Street
         7 East, New York, N.Y. 10286
         Attn: Carolle Montreuil
         Tel. No. (212) 815-5920

                        About the Company

Crown Castle International Corp. engineers, deploys, owns and
operates technologically advanced shared wireless infrastructure,
including extensive networks of towers. Crown Castle offers
significant wireless communications coverage to 68 of the top 100
United States markets and to substantially all of the Australian
population. Crown Castle owns, operates and manages over 10,600
and over 1,300 wireless communication sites in the U.S. and
Australia, respectively. For more information on Crown Castle
visit: http://www.crowncastle.com/

                          *     *     *

As reported in the Troubled Company Reporter on June 30, 2004,
Standard & Poor's Ratings Services placed its ratings of Houston,
Texas-based wireless tower operator Crown Castle International
Corp. (including the 'B-' corporate credit rating) and operating
company Crown Castle Operating Co. on CreditWatch with positive
implications. Approximately $4 billion of leased-adjusted debt is
outstanding.

The CreditWatch placement follows Crown Castle's announcement of a
definitive agreement to sell its U.K. tower subsidiary for about
$2 billion. The prior positive outlook had recognized the
potential for meaningful reduction in debt leverage, and the
earmarking of $1.3 billion of proceeds from the announced
disposition could accelerate the deleveraging process. However, a
key factor in the rating analysis will be the use of the
approximate $740 million balance of net sale proceeds. The
company notes that these monies will be used either for further
debt reduction or for expansion of its U.S. portfolio. To the
extent that Crown Castle opts not to apply the bulk of the
$740 million to debt reduction, Standard & Poor's will review
management's expansion plans, including the potential cash flow
from newly built and/or purchased towers. "If Crown Castle
purchases extant towers, factors that will be considered in
evaluating the credit impact will include the quality of existing
tenants per tower, contract terms applicable to purchased tenants,
the potential for new tenants, and tenant diversity," said
Standard & Poor's credit analyst Michael Tsao.


CROWN PACIFIC: Plan Projects 44.5% Recovery by Unsecured Creditors
------------------------------------------------------------------
The Honorable Rudolph J. Haines of the U.S. Bankruptcy Court for
the District of Arizona put his stamp of approval on a Disclosure
Statement prepared by Crown Pacific Partners L.P. to explain its
liquidating chapter 11 plan.  Crown will now transmit the
disclosure document to creditors and solicit their acceptance of
the plan.  

Bank of America and Crown's other secured lenders, owed
$292 million, will receive 525,000 acres of tree farms located in
Oregon and Washington in exchange for their debt.  A new company
formed pursuant to the plan will be owned by the lenders and will
operate the timber business.

A liquidating trust will be formed pursuant to the plan to sell
some sawmills and lumberyards and distribute the sale proceeds to
creditors.  

Unsecured creditors, owed $213.4 million, are projected to recover
44.5% of what they're owed via the liquidating trust.  Some
structurally senior holders of general unsecured claims, owed
$5.6 million, are projected to recover 62.8% of what they're owed.  

As previously reported in the Troubled Company Reporter, Interfor
bought three Crown Pacific mills in Port Angeles and Marysville,
Washington, and in Gilchrist, Oregon, for US$57.3 million, plus
working capital estimated at US$16 million.  Crown also sold three
lumberyards for about $66 million pursuant to Sec. 363 of the
Bankruptcy Code.  

Judge Haines will consider the merits of the company's plan at a
confirmation hearing on Dec. 20.  Confirmation Objections, if any,
must be filed and served by Dec. 13.

Headquartered in Portland, Oregon, Crown Pacific Partners, L.P.,
is an integrated forest products company.  Crown Pacific owns and
manages approximately 524,000 acres of timberland in Oregon and
Washington, and uses modern forest practices to balance growth
with environmental protection.  Crown Pacific operates mills in
Oregon and Washington, which produce dimension lumber, and also
distributes lumber products through its Alliance Lumber operation.  
The Debtors filed for chapter 11 protection on June 29, 2003
(Bankr. D. Ariz. Case No. 03-11260). Alisa C. Lacey, Esq., and C.
Taylor Ashworth, Esq., at Osborn Maledon, P.A., represent the
Debtors in their restructuring efforts.


DAN RIVER: Judge Drake Approves Debtors' Disclosure Statement
-------------------------------------------------------------
The Honorable W. Homer Drake, Jr., of the U.S. Bankruptcy Court
for the Northern District of Georgia, put his stamp of approval on
the Disclosure Statement filed by Dan River, Inc., and its debtor-
affiliates to explain the company's chapter 11 plan of
reorganization.  The company may now distribute the disclosure
document and solicit acceptances of its plan from creditors.  

Dan River's plan proposes to cancel existing equity and swap $167
of pre-petition bond debt for most of the equity in Reorganized
Dan River.  General unsecured creditors, owed approximately $57.5
million, will receive a basket of cash and new reshuffled shares
that's projected to return a 25% dividend on their prepetition
claims.  

Judge Drake will convene a confirmation hearing on Jan. 4, 2005,
to consider the merits of the Plan.  Objections, if any, to plan
confirmation must be filed and served by Dec. 30.  

Headquartered in Danville, Virginia, Dan River Inc.
-- http://www.danriver.com/-- is a designs, manufactures and  
markets textile products for the home fashions, apparel fabrics
and industrial markets.

The Company and its debtor-affiliates filed for chapter 11
protection on March 31, 2004 (Bankr. N.D. Ga. Case No. 04-10990).
James A. Pardo, Jr., Esq., at King & Spalding represents the
Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $441,800,000 in
total assets and $371,800,000 in total debts.


DIGITAL LIGHTWAVE: Holding Annual Stockholders' Mtg. on Jan. 14
---------------------------------------------------------------
Digital Lightwave, Inc.'s (Nasdaq:DIGL) Board of Directors
approved plans to hold the next Annual Meeting for fiscal year
2003 on Jan. 14, 2005, and separately, a Special Meeting of the
Stockholders of the Company during the first quarter of 2005.

                   Annual Stockholders Meeting
                         Fiscal Year 2003

The Company's Annual Meeting of Stockholders for the fiscal year
ended Dec. 31, 2003, will be held on January 14, 2005, at the
principal offices of the Company in Clearwater, Florida.  
Stockholders of record as of Dec. 16, 2004, will be asked to vote
on the routine election of members of the Board of Directors and
the ratification of the appointment of the independent auditors
for fiscal year 2004.  The official Notice of Meeting, Proxy
Statement and the Annual Report on Form 10-K for the fiscal year
ended Dec. 31, 2003, will be distributed to the Company's
stockholders in the coming weeks.

               Special Meeting of the Stockholders

The Company filed a Preliminary Proxy Statement detailing
proposals which will be submitted for approval of the Company's
stockholders at the Special Meeting.  The Board determined it
would be in the best interests of the Company and its stockholders
to hold a separate, Special Meeting to consider these important
proposals, including:

   -- Amendments to the Company's 2001 Stock Option Plan;

   -- Approval of the conversion feature of the debt held by Optel
      Capital LLC that was issued on September 16, 2004, in
      connection with the restructuring of the Company's
      indebtedness to Optel, and the issuance of common stock upon
      possible conversion of such debt; and

   -- An amendment of the Company's Certificate of Incorporation
      to increase the number of authorized shares of Common Stock
      of the Company.

The Special Meeting is targeted to be held during the first
quarter of 2005.  The official Notice of Meeting and definitive
Proxy Statement will be distributed to the Company's stockholders
following a review, if any, by the Securities and Exchange
Commission.

James Green, Chief Executive Officer of the Company, commented,
"The Company has made great strides this year in restructuring its
debt with Optel and streamlining its operations.  The proposals
scheduled for vote at the planned Special Meeting represent the
culmination of almost two years of hard work to better position
the Company for the future." Mr. Green added, "As we complete the
business scheduled for the Special Meeting and the upcoming Annual
Meeting, we look forward to returning thereafter to a routine
schedule of holding Annual Meetings of Stockholders in the second
quarter of each year."

The solicitation of proxies for the Special Meeting and the Annual
Meeting has not yet commenced, and this announcement shall not
constitute a solicitation of proxies.  The solicitation of proxies
will be made only through the definitive proxy materials relating
to the Special Meeting and the Annual Meeting that will be
distributed to the Company's stockholders.  The Company urges
investors and stockholders to read the definitive proxy materials
carefully, because they will contain certain important
information.  These documents and amendments to these documents
will be filed with the Securities and Exchange Commission.  When
these and other documents are filed with the SEC, they may be
obtained free of charge at the SEC's web site at
http://www.sec.gov/

                        About the Company  

Based in Clearwater, Florida, Digital Lightwave, Inc. provides the
global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks.  Digital
Lightwave's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.
The Company designs, develops and markets a portfolio of portable
and network-based products for installing, maintaining and
monitoring fiber optic circuits and networks.  Network operators
and telecommunications service providers use fiber optics to
provide increased network bandwidth to transmit voice and other
non-voice traffic such as internet, data and multimedia video
transmissions.  The Company provides telecommunications service
providers and equipment manufacturers with product capabilities to
cost-effectively deploy and manage fiber optic networks.  The
Company's product lines include: Network Information Computers,
Network Access Agents, Optical Test Systems, and Optical
Wavelength Managers.  The Company's wholly owned subsidiaries are
Digital Lightwave (UK) Limited, Digital Lightwave Asia Pacific
Pty, Ltd., and Digital Lightwave Latino Americana Ltda.

At September 30, 2004, Digital Lightwave's balance sheet showed a
$22,560,000 stockholders' deficit, compared to a $21,140,000
deficit at December 31, 2003.


DII INDUSTRIES: Bankr. Court Approves Seaton Settlement Agreement
-----------------------------------------------------------------
The DII Industries, LLC and its debtor-affiliates sought and
obtained United States Bankruptcy Western Court for the District
of Pennsylvania approval of their settlement agreement with
Halliburton Company and Seaton Insurance Company, formerly known
as Unigard Insurance Company.

The Seaton Settlement Agreement releases and terminates all
rights, obligations, and liabilities that Seaton may owe DII
Industries, LLC, Kellogg, Brown & Root, Inc., or Halliburton with
respect to certain insurance policies, in consideration of a buy-
out payment from Seaton to DII.

In return for the Buyout Payment, all matters as to Halliburton,
DII, KBR, and Seaton will proceed and be determined and governed
precisely as if Seaton had been another carrier signatory to the
Domestic Settlement Agreement.  Halliburton, DII, KBR and Seaton
have agreed that the Seaton Settlement Agreement will incorporate
by reference the final terms of the Domestic Settlement
Agreement.

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

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

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


DIVERSIFIED ASSET: Moody's Junks $27M Class B Sr. Sub. Sec. Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded two classes of notes issued
by Diversified Asset Securitization Holdings I, L.P:

   * from Aa1 on watch for possible downgrade to A2, the
     U.S.$263,000,000 Class A Senior Secured Notes Due 2034
     (Consisting of Class A-1 Floating Rate Senior Secured Term
     Notes Due 2034 and Class A-2 Fixed Rate Senior Secured Term
     Notes Due 2034); and

   * from B3 on watch for possible downgrade to C, the
     U.S.$27,000,000 Class B Fixed Rate Senior Subordinated
     Secured Notes Due 2034.

According to Moody's, its rating action results primarily from
significant deterioration in the Maximum Rating Distribution Test,
breach of the Class A Overcollateralization Test, the Class B
Overcollateralization Test, the Class A Interest Coverage Test,
the Class B Interest Coverage Test, the Moody's Diversity
Correlation Test, and the Weighted Average Coupon Test.  Moody's
noted that, as of the most recent monthly report on the
transaction, the Maximum Rating Distribution Test was 1504 (500
max), the Class A Overcollateralization Test was 105.4% (114% min)
(post October 2004 paydown), the Class B Overcollateralization
Test was 91.5% (103% min) (post October 2004 paydown), the Class A
Interest Coverage Test was 124.9% (127% min), the Class B Interest
Coverage Test was 23.8% (109% min), the Moody's Diversity
Correlation Test was 19.56 (20 min), and the Weighted Average
Coupon Test was 7.43% (8.5% min).

Issuer:            Diversified Asset Securitization Holdings I,
                   L.P.

Class Description: U.S.$263,000,000 Class A Senior Secured Notes
                   Due 2034 (Consisting of Class A-1 Floating Rate
                   Senior Secured Term Notes Due 2034 and Class A-
                   2 Fixed Rate Senior Secured Term Notes Due
                   2034)

Prior Rating:      Aa1 on watch for possible downgrade

Current Rating:    A2

Class Description: U.S.$27,000,000 Class B Fixed Rate Senior
                   Subordinated Secured Notes Due 2034

Prior Rating:      B3 on watch for possible downgrade

Current Rating:    C


DOLE FOOD: Fitch Assigns Low-B Ratings and Says Outlook is Stable
-----------------------------------------------------------------
Fitch Ratings initiated coverage and assigned initial ratings for
Dole Food Company, Inc., its parent, and its Bermuda subsidiary:

   * Dole Food Company, Inc.

     -- Senior secured bank facilities 'BB';
     -- Senior unsecured debt 'B+'.

   * Dole Holding Company, LLC

     -- Second-lien term loan 'B+';
     -- Senior subordinated note shelf offering 'B-'.

   * Solvest Ltd.

     -- Senior secured bank facilities 'BB';

This rating action affects approximately $1.9 billion of debt.  
The Rating Outlook is Stable.

The ratings and Outlook consider Dole Food Company, Inc.'s strong
global market position, the high brand awareness of the DOLE
trademark, efficiencies gained from the company's business
reorganization and rationalization efforts over the past five
years, and favorable consumption trends as consumers become more
weight and health conscious.  These positives are balanced against
the company's high financial leverage, lower margin commodity
product orientation, uncertainty related to final implementation
of the European Union's tariff-only banana import policies, and
uncertainty related to future use of operating cash flow.

The rating on Dole's senior unsecured debt is based on current
credit metrics.  Dole's leverage, as defined by total debt-to-
earnings before interest, taxes, depreciation, and amortization is
4.8 times (x) and net cash flow from operations-to-total debt is
12% for the latest 12 months ending Oct. 9, 2004.  Dole's interest
coverage, as defined by its EBITDA-to-interest incurred, is 2.5x
for the same period.  Leverage has been impacted by the company's
2003 privatization which increased debt levels by approximately
$1 billion and by the $175 million acquisition of J.R. Wood, a
producer and marketer of branded and non-branded frozen fruit
products, in 2004.  Credit metrics for the latest 12 months ending
Oct. 9, 2004 have also been impacted by margin pressure and higher
working capital utilization.

The higher rating on Dole's secured bank debt reflects the strong
security provided by the company's collateral, which includes
substantially all of its assets.  The lower rating on Dole's
second-lien term loan and subordinated notes is indicative of
their junior priority and lower potential recovery.

The Outlook encompasses Fitch's expectation that the current
pressure on operating earnings caused by increased fuel,
packaging, and production costs will be transitory in nature.  
While pricing flexibility is limited for Dole's commodity based
products, Fitch anticipates that EBITDA margins will stabilize as
these cost pressures moderate in the intermediate term.  Although
uncertainty exists related to the final Jan. 1, 2006,
implementation of the EU tariff-only banana regime, Fitch expects
the tariff amount to continue to be negotiated and as such does
not expect a final decision within the next 12 months.  Negative
rating implications would be persistent margin pressure, a
significant reduction in cash flow due to high European banana
tariffs, or significant further increases in leverage.

Dole Food Company is one of the world's largest producers of fresh
fruit, fresh vegetables, and fresh-cut flowers.  54% of the
company's revenue is generated from outside of the United States.
The company's operations are fully integrated with the vast
majority of growing, harvesting, processing and packaging done in
South America and the Far East.  58% of Dole's tangible assets are
outside of the United States.  The company has four operating
segments: Fresh Fruit 66% of revenues and 70% of operating income,
Fresh Vegetables 18% of revenues and 19% of operating income,
Packaged Foods 12% of revenues and 11% of operating income, and
Fresh-Cut Flowers 4% of revenues and 0% of operating income.  Dole
Foods is 100% owned by its CEO and Chairman, David H. Murdock.

Fitch's ratings on Dole Food Company, its parent, and subsidiary
were initiated as a service to the users of its ratings and are
based on public information.


EL CONEJO BUS LINES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: El Conejo Bus Lines, Inc.
        712 South Walton Walker
        Dallas, Texas 75211

Bankruptcy Case No.: 04-82977

Type of Business:  The Company is the first Hispanic bus company
                   based in the Dallas Metroplex area.  El Conejo
                   serves the Hispanic passenger market with
                   routes from the U.S. border with Mexico and
                   points north, including Dallas, the greater
                   Kansas City area and Chicago.  
                   See http://www.elconojobuslines.com/

Chapter 11 Petition Date: December 3, 2004

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, Texas 75251
                  Tel: (972) 991-5591

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Internal Revenue Service                      $533,000
1100 Comerce Street
Mail code 5027-DAL
Dallas, Texas 75242

Finova                                        $330,737
c/o Norman Zable
5757 Alpha Road, Suite 504
Dallas, Texas 75240

Jesus Vassquez                                $203,720
200 Hunt Drive
Irving, Texas 75062

Andrade Jaime                                 $101,200
6331 Knoll Ridge Drive
Dallas, Texas 75249

Scott White Memorial Hospital                  $77,956

North American Coach                           $76,103

AT&T                                           $69,620

El Expreso Bus Company                         $51,887

Heriberto Puente                               $33,942

The Travelers Property                         $30,259

Stewart & Stevenson Services                   $25,651

Ogletree Deakins                               $20,000

Worlds Best Truck Stops                        $19,995

Accident Insurance                             $19,746

Russ Dallas                                    $19,296

TNM Services                                   $18,129

Fuel City                                      $17,995

Lilia D. Rodriguez                             $17,069

Tire Distribution Systems                      $14,614

Irizar Mexico                                  $13,000


FAIRFAX FINANCIAL: Sells $200 Million of New 7-3/4% Senior Notes
----------------------------------------------------------------
Fairfax Financial Holdings Limited (TSX:FFH.SV)(NYSE:FFH) reported
the sale of $200 million of its 7-3/4% Senior Notes due 2012 at an
issue price of 99%.  Fairfax intends to use the proceeds from this
offering to purchase the $112 million of debt tendered to date
pursuant to its debt tender offer announced on Nov. 18, 2004, and
to purchase other outstanding debt, including the EUR 45.7 million
vendor note due in 2007.

Prem Watsa, Chairman and CEO of Fairfax, stated; "Our financing
goals for 2004 were to significantly deleverage our balance sheet,
remove refinancing risk and maintain significant cash at the
holding company.  When we close this debt issue, our equity
financing announced on Oct. 28, 2004 (which is subject to
regulatory approval) and our debt tender offer, I believe we will
have clearly met these goals:

   -- We will have meaningfully delevered by issuing $300 million
      of new equity.

   -- After purchasing the debt currently tendered to our debt
      tender offer and retiring the remaining $27.5 million of
      debt maturing in April 2005, we will have retired $409.7
      million (or 75%) of our 2005, 2006 and 2008 debt maturities
      since January 1, 2004.

   -- With our holding company cash (approximately $325 million at
      September 30, 2004) and the approximately $300 million
      proceeds of our equity offering, we will have effectively
      removed refinancing risk until 2012 while maintaining very
      significant cash at the holding company."

The closing of this debt financing is conditional upon the closing
of Fairfax's above-mentioned equity financing and its above-
mentioned debt tender offer.

Banc of America Securities LLC acted as sole book-running manager
for this offering, which is expected to close on or about Dec. 21,
2004.  A copy of the prospectus supplement and related base shelf
prospectus may be obtained from:

         Banc of America Securities LLC
         Prospectus Department
         100 West 33rd Street
         New York, N.Y. 10001
         Tel. (646) 733-4166

                        About the Company

Fairfax Financial Holdings Limited is a financial services holding
company which, through its subsidiaries, is engaged in property
and casualty insurance and reinsurance, investment management and
insurance claims management.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2004,
Fitch Ratings commented that Fairfax Financial Holdings Limited's
ratings and Rating Watch Negative status are unaffected by its
recent disclosures via its third-quarter 2004 financial filings
and investor conference held on November 8, 2004.

These ratings remain on Rating Watch Negative by Fitch:

   * Fairfax Financial Holdings Limited

      -- No action on long-term issuer rated 'B+';
      -- No action on senior debt rated 'B+'.

   * Crum & Forster Holdings Corp.

      -- No action on senior debt rated 'B'.

   * TIG Holdings, Inc.

      -- No action on senior debt rated 'B';
      -- No action on trust preferred rated 'CCC+'.

   * Members of the Fairfax Primary Insurance Group

      -- No action on insurer financial strength rated 'BBB-'.

   * Members of the Odyssey Re Group

      -- No action on insurer financial strength rated 'BBB+'.

   * Members of the Northbridge Financial Insurance Group

      -- No action on insurer financial strength rated 'BBB-'.

   * Members of the TIG Insurance Group

      -- No action on insurer financial strength rated 'BB+'.

   * Ranger Insurance Co.

      -- No action on insurer financial strength rated 'BBB-'.

The members of the Fairfax Primary Insurance Group include:

      * Crum & Forster Insurance Co.
      * Crum & Forster Underwriters of Ohio
      * Crum & Forster Indemnity Co.
      * Industrial County Mutual Insurance Co.
      * The North River Insurance Co.
      * United States Fire Insurance Co.
      * Zenith Insurance Co. (Canada)

The members of the Odyssey Re Group are:

      * Odyssey America Reinsurance Corp.
      * Odyssey Reinsurance Corp.

Members of the Northbridge Financial Insurance Group include:

      * Commonwealth Insurance Co.
      * Commonwealth Insurance Co. of America
      * Federated Insurance Co. of Canada
      * Lombard General Insurance Co. of Canada
      * Lombard Insurance Co.
      * Markel Insurance Co. of Canada

The members of the TIG Insurance Group are:

      * Fairmont Insurance Company
      * TIG American Specialty Ins. Company
      * TIG Indemnity Company
      * TIG Insurance Company
      * TIG Insurance Company of Colorado
      * TIG Insurance Company of New York
      * TIG Insurance Company of Texas
      * TIG Insurance Corporation of America
      * TIG Lloyds Insurance Company
      * TIG Specialty Insurance Company


FAIRFAX FINANCIAL: Investors Tendered $112 Million of Notes
-----------------------------------------------------------
Fairfax Financial Holdings Limited (NYSE:FFH) (TSX:FFH.SV)
disclosed that $112.0 million aggregate principal amount of Notes
have been tendered pursuant to its tender offer for certain of the
outstanding debt securities of Fairfax and its wholly-owned
subsidiary, TIG Holdings, Inc.  After giving effect to the
retirement of the remaining $27.5 million of 2005 Notes at
maturity, Fairfax will have retired a total of $409.7 million (or
75%) of its 2005, 2006 and 2008 debt maturities since Jan. 1,
2004.

As of 5:00 p.m., New York City time, on Dec. 2, 2004, which was
the early tender date, investors had tendered:

   -- $11.1 million aggregate principal amount of the 8-1/8% TIG
      Notes due 2005;

   -- $60.9 million aggregate principal amount of the 7-3/8%
      Fairfax Notes due 2006;

   -- $35.6 million aggregate principal amount of the Fairfax
      6-7/8% Notes due 2008; and

   -- $4.5 million aggregate principal amount of the 8.597% TIG
      Capital Securities due 2027.

All tendered Notes will be accepted based on the results to date,
subject to the terms and conditions of the Offer.

Based on the results to date, approximately:

   -- $27.5 million of the 2005 Notes;
   -- $69.4 million of the 2006 Notes; and
   --  $63.7 million of the 2008 Notes

will remain outstanding after completion of the Offer.  The
remaining 2005 Notes will be paid at maturity on April 15, 2005.  
The remaining 2006 Notes represent approximately 25% of the amount
originally issued and the remaining 2008 Notes represent
approximately 36% of the amount originally issued.

The Offer will expire at 12:00 midnight, New York City time, on
Dec. 20, 2004, unless extended or earlier terminated by Fairfax.
Notes tendered pursuant to the Offer may no longer be withdrawn.

The complete terms and conditions of the Offer are set forth in
the Offer to Purchase dated Nov. 18, 2004.  Holders are urged to
read the tender offer documents carefully.

Banc of America Securities is the exclusive dealer manager for the
Offer.  Questions regarding the Offer may be directed to:

         Banc of America Securities LLC
         High Yield Special Products
         U.S. Toll-Free: 888-292-0070
         Collect: 704-388-4813

Copies of the Offer to Purchase and Letter of Transmittal may be
obtained from the Information Agent for the Offer, D.F. King &
Co., Inc., at 800-859-8509 (U.S. toll-free) and 212-269-5550
(collect).

This press release is neither an offer to purchase, nor a
solicitation for acceptance of the Offer. Fairfax is making the
Offer only by, and pursuant to the terms of, the Offer to
Purchase.

                        About the Company

Fairfax Financial Holdings Limited is a financial services holding
company which, through its subsidiaries, is engaged in property
and casualty insurance and reinsurance, investment management and
insurance claims management.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2004,
Fitch Ratings commented that Fairfax Financial Holdings Limited's
ratings and Rating Watch Negative status are unaffected by its
recent disclosures via its third-quarter 2004 financial filings
and investor conference held on November 8, 2004.

These ratings remain on Rating Watch Negative by Fitch:

   * Fairfax Financial Holdings Limited

      -- No action on long-term issuer rated 'B+';
      -- No action on senior debt rated 'B+'.

   * Crum & Forster Holdings Corp.

      -- No action on senior debt rated 'B'.

   * TIG Holdings, Inc.

      -- No action on senior debt rated 'B';
      -- No action on trust preferred rated 'CCC+'.

   * Members of the Fairfax Primary Insurance Group

      -- No action on insurer financial strength rated 'BBB-'.

   * Members of the Odyssey Re Group

      -- No action on insurer financial strength rated 'BBB+'.

   * Members of the Northbridge Financial Insurance Group

      -- No action on insurer financial strength rated 'BBB-'.

   * Members of the TIG Insurance Group

      -- No action on insurer financial strength rated 'BB+'.

   * Ranger Insurance Co.

      -- No action on insurer financial strength rated 'BBB-'.

The members of the Fairfax Primary Insurance Group include:

      * Crum & Forster Insurance Co.
      * Crum & Forster Underwriters of Ohio
      * Crum & Forster Indemnity Co.
      * Industrial County Mutual Insurance Co.
      * The North River Insurance Co.
      * United States Fire Insurance Co.
      * Zenith Insurance Co. (Canada)

The members of the Odyssey Re Group are:

      * Odyssey America Reinsurance Corp.
      * Odyssey Reinsurance Corp.

Members of the Northbridge Financial Insurance Group include:

      * Commonwealth Insurance Co.
      * Commonwealth Insurance Co. of America
      * Federated Insurance Co. of Canada
      * Lombard General Insurance Co. of Canada
      * Lombard Insurance Co.
      * Markel Insurance Co. of Canada

The members of the TIG Insurance Group are:

      * Fairmont Insurance Company
      * TIG American Specialty Ins. Company
      * TIG Indemnity Company
      * TIG Insurance Company
      * TIG Insurance Company of Colorado
      * TIG Insurance Company of New York
      * TIG Insurance Company of Texas
      * TIG Insurance Corporation of America
      * TIG Lloyds Insurance Company
      * TIG Specialty Insurance Company


FIRST HORIZON: Fitch Affirms Low-B Ratings on Four Issue Classes
----------------------------------------------------------------
Fitch Ratings affirmed 22 classes of these First Horizon mortgage
pass-through trust:

   * First Horizon mortgage pass-through trust series 2002-8

     -- Class A affirmed at 'AAA';

   * First Horizon mortgage pass-through trust series 2002-9

     -- Class A affirmed at 'AAA';

   * First Horizon mortgage pass-through trust series 2003-AR1

     -- Class A affirmed at 'AAA';

   * First Horizon mortgage pass-through trust series 2003-AR2

     -- Class A affirmed at 'AAA';

   * First Horizon mortgage pass-through trust series 2003-AR3

     -- Class A affirmed at 'AAA';

   * First Horizon mortgage pass-through trust series 2003-AR4

     -- Classes A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B';

   * First Horizon mortgage pass-through trust series 2003-2

     -- Class A affirmed at 'AAA';

   * First Horizon mortgage pass-through trust series 2003-3

     -- Class A affirmed at 'AAA';

   * First Horizon mortgage pass-through trust series 2003-4

     -- Class A affirmed at 'AAA';

   * First Horizon mortgage pass-through trust series 2003-6

     -- Class A affirmed at 'AAA';

   * First Horizon mortgage pass-through trust series 2003-9

     -- Class A affirmed at 'AAA';

   * First Horizon mortgage pass-through trust series 2003-10

     -- Classes A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.

These affirmations, representing approximately $2.1 billion of
outstanding principal, reflect collateral performance and credit
enhancement generally in line with expectations.  The pools are
seasoned from a range of only 12 to 24 months.  The pool factors
(current principal balance as a percentage of original) range from
approximately 21% to 85% outstanding.


FOOTSTAR, INC.: One Liberty Sells Lease-Related Claims
------------------------------------------------------
ONE LIBERTY PROPERTIES, INC., disclosed at an investor conference
last week that it has assigned its $854,962 bankruptcy claim
against Just For Feet of Texas, Inc., a former tenant at the
Lewisville, Texas retail property.  ONE LIBERTY also advised that
a joint venture in which it is a 50% venture partner assigned its
$858,556 bankruptcy claim against Just For Feet of Texas, Inc., a
tenant at the Shreveport retail property.  Both of these leases
had been rejected in the bankruptcy proceeding filed by Just For
Feet of Texas, Inc., and Footstar, Inc.  If either claim is
disallowed ONE LIBERTY will have to repay a proportional amount to
the Assignee of the claims.  ONE LIBERTY says it can't, at this
time, comment on the appropriate accounting treatment which will
be applied to the receipt of these funds or the impact on its
financial statements.  

Footstar, Inc., and its debtor-affiliates filed a chapter 11 plan
with the Bankruptcy Court last month.  The two-option Plan
contemplates either a reorganization transaction on a stand-alone
basis or a sale transaction.  Footstar's enterprise value as
estimated in the Plan in the range of $113 to $139 million.

Headquartered in West Nyack, New York, Footstar Inc., retails
family and athletic footwear. As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores. The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.

The Company and its debtor-affiliates filed for chapter 11
protection on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).
Paul M. Basta, Esq., at Weil Gotshal & Manges represents the
Debtors in their restructuring efforts. When the Debtor filed for
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.


FRANKLIN CAPITAL: Receives $3.8 Million from Private Placement
--------------------------------------------------------------
Franklin Capital Corporation (AMEX:FKL) reported that, as a result
of the Company's receipt of additional proceeds in connection with
a third closing of the Company's previously announced private
placement of shares of its common stock and warrants to purchase
additional shares of its common stock, the Company has received to
date aggregate proceeds of approximately $3.8 million from the
private placement.  These proceeds will be used in connection with
the Company's previously announced restructuring and
recapitalization plan, including to expedite the Company's entry
into the medical products/health care solutions industry and
financial services industry.

The shares of common stock and warrants to purchase additional
shares of common stock issued in connection with the private
placement have not been registered under the Securities Act of
1933, as amended, and may not be offered or sold unless they are
so registered or are exempt from the registration requirements.

                        About the Company

Franklin Capital Corporation originates and services direct and
indirect loans for itself and its sister company Franklin
Templeton Bank and Trust, F.S.B. Eight different loan programs are
offered, allowing Franklin Capital Corporation to serve the needs
of prime, non-prime and sub-prime customers throughout the United
States.

                          *     *     *

As reported in the Troubled Company Reporter on August 24, 2004,
Franklin Capital Corporation's former independent accountants,
Ernst & Young LLP, indicated in its reports dated March 5, 2004
and March 7, 2003 on Franklin's financial statements, substantial
doubt about the company's ability to continue as a going concern.


GADZOOKS INC: Hires Retail Veteran Monty Standifer as New CFO
-------------------------------------------------------------
Gadzooks, Inc., asks the U.S. Bankruptcy Court for the Northern
District of Texas for authority to enter into an employment
agreement with Monty Standifer as the company's new chief
financial officer.  Mr. Standifer served as Gadzooks' CFO from
1992 to 1999, and "has an intimate knowledge of the debtor's
operations and a unique ability to guide the debtor through its
Chapter 11 reorganization," the company tells the Honorable Harlin
DeWayne Hale.

Mr. Standifer brings 27 years of retail experience to the company.  
He returns to Gadzooks from a stint at Buffet Partners LP.  

Mr. Standifer employment contract has an initial one-year term and
renews automatically to two additional years.  Gadzooks will pay
Mr. Standifer a $240,000 annual salary, and Mr. Standifer may
receive discretionary bonuses and stock options.

As reported in the Troubled Company Reporter on Nov. 11, 2004,
Gadzooks, Inc., filed its Plan of Reorganization with the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, on Nov. 6, 2004. The Official Committee of Equity
Security Holders and the Official Committee of Unsecured Creditors
support the Debtor's Plan.

Headquartered in Carrollton, Texas, Gadzooks, Inc. --
http://www.gadzooks.com/-- is a mall-based specialty retailer  
providing casual apparel and related accessories for youngsters,
between the ages of 14 and 18. The Company filed for chapter 11
protection on February 3, 2004 (Bankr. N.D. Tex. Case No.
04-31486). Charles R. Gibbs, Esq., and Keith Miles Aurzada,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represent the
Debtor in its restructuring efforts. When the Company filed
for protection from its creditors, it listed $84,570,641 in
total assets and $42,519,551 in total debts.


GMAC COMMERCIAL: Moody's Junks $26.6 Mil. Class F Cert. Rating
--------------------------------------------------------------
Moody's Investors Service downgraded the rating of one class and
affirmed or confirmed the ratings of two classes of GMAC
Commercial Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2001-FL1 as follows:

   -- Class D, $3,529,961, Floating, affirmed at Aaa
   -- Class E, $17,244,000, Floating, confirmed at Baa3
   -- Class F, $26,648,486, Floating, downgraded to Ca from Caa2.

The Certificates are collateralized by two mortgage loans -- the
Bank One Center Loan (77.4%) and the St. Louis Marketplace Loan
(22.6%).  Both loans are specially serviced.  As of the
November 12, 2004 distribution date, the transaction's aggregate
certificate balance has decreased by approximately 84.9% to
$47.4 million from $313.5 million at securitization as a result of
the payoff of 19 of the 21 loans initially in the pool.

On July 26, 2004 Moody's placed the rating of Class E on review
for possible downgrade due to minor interest shortfalls, which
were estimated to be replenished in the short-term.  As expected,
all interest shortfalls have been fully reimbursed to Class E
resulting in its confirmation.  Class F has been downgraded to Ca
due to permanent interest shortfalls caused by special servicing
and liquidation fees.

Two additional changes to the transaction have occurred since the
Certificates were placed on review for possible downgrade in July.  
The St. Louis Marketplace Loan, sponsored by Starwood Capital
Group and Ceruzzi Properties, became REO through a deed-in-lieu of
foreclosure transaction.  The marketing process is underway and no
loss to the trust is anticipated at this time.  Also, as of last
July, the Banc One Houston Loan has operated under a forbearance
agreement, which expires on December 31, 2004.  All indications
are that the borrower will not payoff the loan at that date.  
Based on a current appraisal and other indicators of value, no
loss to the trust is expected.  Both of these loans have
subordinate secured debt where losses are expected to occur.


HARVEST NATURAL: S&P Withdraws Single-B Ratings After Redemption
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its single-B ratings
on Harvest Natural Resources Inc.  Following the redemption of the
remaining $85 million of its 2007, the company has no rated
obligations.


HEARME: To Make Final Cash Distribution to Stockholders Next Week
-----------------------------------------------------------------
HearMe's (Pink Sheets:HEARZ) Board of Directors has approved a
cash distribution to be paid out of net available assets of $.0467
per share to stockholders of record as of the Company's final
record date of Nov. 26, 2001. It is currently anticipated that
this distribution will be made on or about Dec. 17, 2004.

            Liquidating Distributions and Reserves

The Company had previously hoped to make a single final
liquidating distribution at this time, which is the end of the
three-year wind-down period mandated under Delaware law.  Because
the Company has not yet reached ultimate resolution of the
litigation relating to its New York lease, however, Delaware law
mandates that the Company maintain its corporate existence beyond
November 2004 solely with respect to such litigation.  
Accordingly, the Company has established an additional reserve of
$375,000, which it believes will be adequate to meet any potential
obligations arising out of such litigation and the Company's other
expenses.  An initial cash distribution of $0.18 per share
totaling approximately $5,113,000 was made in March 2002 to
stockholders of record as of the final record date.  The
proportionate interests of all of the stockholders of the Company
have been fixed on the basis of their respective stock holdings at
the close of business on the final record date, November 26, 2001,
and any distributions made by the Company shall be made solely to
stockholders of record on the close of business on the final
record date, except to reflect permitted transfers.  The number of
outstanding shares of the Company's common stock outstanding on
November 26, 2001, the date on which the Company closed its stock
transfer books and discontinued recording transfers, was
28,402,908.  In the case of certain stockholders with outstanding
promissory notes payable to the Company, the proceeds of the
Distribution will be offset against the outstanding principal and
interest under such notes.  In other cases, settlement agreements
with certain former noteholders included provisions whereby such
noteholders assigned the proceeds of any further distributions to
stockholders back to the Company.  In addition, pursuant to the
management retention arrangements entered into in 2001 with
certain individuals, in connection with the Distribution HearMe
will pay the aggregate amount of approximately $96,250 to such
individuals (as well as an amount equal to 7% of any future
liquidating distributions).  Accordingly, the aggregate cash
amount to stockholders of the current Distribution is anticipated
to be approximately $1,325,000.

As of October 31, 2004, the Company's material assets consisted of
approximately $1,780,000 in cash and cash equivalents.  The
Company anticipates that $1,325,000 will be distributed to
stockholders in the Distribution, $46,250 will be paid in
management retention bonuses relating to the Distribution ($50,000
partial payment was made in September, 2004) and $30,000 will be
used to pay certain legal and accounting costs incurred since
October 31, 2004.  The Company's estimated future cost of
liquidation, consisting of the reserves established by the Company
for costs to be incurred and potential liability relating to the
New York lease litigation, at December 31, 2003 was $985,000.  The
estimated future cost of liquidation as of October 31, 2004 was
approximately $375,000, as detailed below (dollars in thousands):


Estimated Future       Dec. 31,                 Cash      Oct. 31,
Liquidation Expenses     2003    Adjustments   Paid         2004
                       --------   -----------   ------    --------

Contract settlement (1)   $ 595     $  (328)     $  (42)    $  225
Legal (2)                   167         (99)        (18)        50
Management fee (3)          223         (30)        (93)       100
                       --------   ----------    --------  --------
                          $ 985     $  (457)     $ (153)    $  375
                       ========   ==========    ========  ========

   (1) Contract settlement reserves are comprised of amounts
       relating to potential liability and expenses arising out of
       the Company's New York lease litigation.

   (2) Reserves for legal expenses estimates are comprised of
       $50,000 for general legal fees.

   (3) The estimated fees include costs relating to accounting
       services, storage of records, bonuses to the transition
       team and final costs related to any shareholder
       distributions.

                       New York Litigation
  
On November 19, 2001, the Company was served with a complaint
filed by Michael Ring and Frank Ring against the Company and
GameSpy Industries, Inc., in the New York Supreme Court (the trial
court), County of New York, alleging breach of a written lease
relating to a facility in New York, New York which had been
assigned to GameSpy, and seeking damages of approximately $197,000
plus attorneys' fees.  In December 2001, the Company removed this
matter to Federal District Court in New York and denied the
allegations in the Company's Answer and Counterclaim.  In January,
2004, the New York Supreme Court ruled in favor of HearMe.  This
decision has been appealed by the Rings and, accordingly, the
matter has not been definitively resolved.  Although the Company
believes that its defenses are meritorious and will ultimately
prevail upon appeal, the outcome of any litigation is inherently
uncertain.  Accordingly, the Company has retained reserves pending
the outcome of this litigation.  Following the ultimate resolution
of this litigation, the Company expects to distribute any
remaining net available assets to its stockholders in a single
final distribution.

                        About the Company

HearMe (formerly Mpath Interactive) is a specialist in real-time
voice technology for the Web, HearMe licenses its Voice over
Internet Protocol (VoIP) technology to companies such as Raindance
Communications and eshare communications.  The company offers PC-
to-PC and PC-to-phone applications focusing on voice conferencing,
calling, and voice interaction for e-commerce sites.  As part of a
restructuring initiative to concentrate on its voice technology,
HearMe sold its Web communities (including entertainment and games
Web site Mplayer.com) to online game firm GameSpy Industries in
early 2001.  It later decided to totally shut down operations.
Investment firm Accel Partners owns about 10% of the company.


HILB ROGAL: S&P Revises Outlook on 'BB' Rating to Negative
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on its 'BB'
counterparty credit rating on Hilb, Rogal & Hobbs to negative from
stable.  

"The outlook revision reflects our belief that HRH's earnings will
be pressured as the industry reacts to the ongoing investigation
by the office of the New York State Attorney General -- NY AG --
into the payment of contingent commissions, which has led various
insurance companies and insurance brokers to end certain
compensation agreements," explained Standard & Poor's credit
analyst Donovan Fraser.

The complaint alleges that this practice motivates an insurance
broker to place its clients' business with the insurer that pays
the highest contingent commissions rather than with the insurer
that offers the best coverage for the price, allegedly violating
the brokers' fiduciary responsibility to its clients.

Though the company has been neither subpoenaed nor charged by the
NY AG, HRH has indicated that it has received subpoenas from
Attorney Generals of other states, is the target of private
litigation, and has received various requests for information from
certain state insurance departments.  HRH estimates full-year 2004
contingent and override commissions of $42 million, of which,
$39.4 million has already been recognized as of Sept. 30, 2004.   
Standard & Poor's has analyzed HRH's cash flows and believes that
even after any adverse effects on earnings and cash flow due to
the potential loss of contingent commission income, the company
will still remain in compliance with its restrictive debt
covenants.

As of Sept. 30, 2004, debt-to-total capital and GAAP interest
coverage measured 33% and 16x respectively.  Historically, the
company has operated well within existing restrictive bank
covenants, and Standard & Poor's expects the company to continue
to maintain prudent capitalization levels and operating margins in
the near term, as demonstrated by a debt-to-total capital of less
than 40% and GAAP interest coverage of 10x or more.


HOELTER TECH: To File for Chapter 11 Protection Due to Losses
-------------------------------------------------------------
Hoelter Technologies Holding AG (OTC: HOTK) has found it necessary
to file a Chapter 11 proceeding to reorganize as a result of the
loss of its subsidiaries in Germany and throughout Europe.  As a
result of these losses and the uncertainty of the circumstances in
Europe, management has determined that the best way to clean the
slate is to follow this procedure.  Hoelter Funding Corporation
has been formed to fund the reorganization and to acquire a small
Oil and Gas Company in Kentucky that will be merged into HOTK as
part of a Plan of Reorganization in HOTK's upcoming Chapter
Proceeding.

The reorganization will include all new officers and directors as
well as a new direction concentrating in the Oil and Gas industry.

                        About the Company

Hoelter Technologies Holding AG develops and markets air, water
and energy filtration systems and products that remove dust and
other particulate matter, as well as kill bacteria, spores, molds
and other airborne allergens from treated air streams.  The
Company is integrally affiliated with the Hoelter Group of
companies, a collection of technology-oriented, internationally
operating companies engaging in the field of environmental
technology.


HUDBAY MINING: Moody's Rates Proposed $200M Secured Notes at B3
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to HudBay Mining
and Smelting Inc.'s proposed US$200 million secured notes due
2012.  The rating outlook is stable.  

The B3 rating considers HBMS' exposure to zinc and copper prices,
its significant reliance on one mine, its requirement to purchase
significant volumes of copper, and to a lesser extent, zinc,
concentrates, its financial leverage, its recent establishment as
a stand-alone corporate entity, and its small size.  The rating
also reflects the reasonable cost position of the company's mining
and smelting operations, the company's long history of mining in
the Flin Flon, Manitoba area, and its experienced management team.
This is the first time that Moody's has rated the debt of HBMS.

These ratings were assigned:

   * B3 to the $200 million of senior secured notes due 2012,
   * B3 senior implied rating,
   * Caa2 senior unsecured issuer rating, and
   * Speculative Grade Liquidity Rating, SGL-3

The stable outlook reflects HBMS' reserve base of principally zinc
ore reserves, which are sufficient to support the company's
current mine plan, which runs through 2016.  The outlook also
reflects the company's favorable union contracts, which eliminate
the possibility of strikes or lockouts through 2012.  Because the
company is significantly dependent on one mine and is highly
exposed to both zinc prices and the Canadian dollar, an upward
movement in rating is not likely unless the company diversifies or
significantly reduces its financial leverage.  The rating could be
negatively impacted by a decline in the price of zinc or a
continued strengthening of the Canadian dollar.  The rating could
also be lowered if the company undertakes debt-financed expansions
or acquisitions that are detrimental to its capital structure and
debt coverage ratios.

HBMS has been mining in the Flin Flon, Manitoba area for 75 years,
and has operated as a division of Anglo American since 1961.  
OntZinc, an Ontario based holding company with interests in the
mining sector, is purchasing one-hundred percent of HBMS from
Anglo American for Cdn$312 million.  HBMS represents OntZInc's
initial ownership of operating mining assets.  Proceeds of the
senior notes, along with the proceeds of a Cdn$110 million equity
issue, are being used to fund the purchase of the HBMS shares.

HBMS operates four mines, two concentrators, a zinc plant and a
copper smelter, all in Manitoba and Saskatchewan.  The company
also operates a zinc oxide production facility and has a 50%
interest in a metal marketing company that handles all of HBMS'
metal sales and concentrate services.  HBMS is heavily dependent
on the 777/Callinan mine, which entered production in January
2004, and comprises 40% of production and 73% of reserves.  The
Trout Lake mine comprises 36% of production but only 18% of
reserves, and will cease production in 2009.  Under the current
mine plan, only the 777 mine will be in production after 2010.  In
the past few years Anglo American spent approximately $435 million
developing the 777 and Chisel North mines, building the zinc
plant, and making other general improvements.  This level of
investment has left HBMS with an improved business platform.  The
company's cash cost of production, including metal by-product
credits at current metal prices, is estimated to be US21 cents per
pound.

Moody's estimates HBMS' total debt to EBITDA, pro forma for full
year 2004 operating results and the US$200 million note issue is
2.9x. Pro forma EBITDA to interest is also 3.8x.  Adjusting debt
for equipment and facility lease rentals ($3.4 million in 2004)
using a multiple of 8X, and for other liabilities, including
unfunded pension liabilities (Cdn$52.1 million), reclamation
(Cdn$32.4 million), and post retirement obligations
(Cdn$37.6 million), increases the pro forma ratio of "adjusted"
debt to EBITDAR to 3.5x.  HBMS liquidity is adequate, with
estimated cash on hand at closing of approximately Cdn$27 million
and a revolver of Cdn$50 million, with no drawings but a total of
C$22 million of L/C's outstanding.  The company is expected to
have reasonably strong cash flow over the next 12 months given the
current metal price environment, and room under its bank
covenants.  However, it is Moody's view that both cash flow and
the cushion under the covenants could erode rapidly in either
weaker zinc price or stronger Canadian dollar environments.  Apart
from the Cdn$22 million letters of credit issued in support of
Cdn$17 million of debt with the province of Manitoba, and other
ongoing business L/C's amounting to approximately Cdn$5 million,
letter of credit requirements are minimal as the company assures
its reclamation obligations directly with the provinces of
Manitoba and Saskatchewan.  Capital expenditures are expected to
average about Cdn$45 million per annum over the next four years,
principally for maintenance and ongoing mine development.

The notes are secured by a first charge on land, and a second
charge on receivables and inventories.  The provinces of Manitoba
and Saskatchewan have pari passu first charges on plant and
equipment in respect of reclamation obligations, and the banks
have a first charge on receivables and inventories.

HudBay Mining and Smelting, based in Flin Flon, Manitoba is
engaged in the mining and processing of zinc, copper and other
by-product metals and had revenues in the fiscal year ended
December 31, 2003 of Cdn$418 million.


HUFFY CORP: Look for Bankruptcy Schedules on Dec. 20
----------------------------------------------------           
The Honorable Lawrence S. Walter of the U.S. Bankruptcy Court for
the Southern District of Ohio gave Huffy Corporation and its
debtor-affiliates more time to file their schedule of assets and
liabilities, statement of financial affairs, and schedule of
executory contracts and unexpired leases. The Debtors have until
December 20, 2004, to file those documents.

The Debtors give the Court four reasons why it should grant their
motion:

   a) the substantial size and scope of the Debtors' businesses
      that consists of large, complex enterprises with operations
      in several states;

   b) the complexity of the Debtors' financial affairs;

   c) the limited staffing available for the Debtors to perform
      the required internal review of their accounts and affairs;
      and

   d) the Debtors were preoccupied with various business issues
      related to the commencement of their chapter 11 cases.

The Debtors tell the Court that the extension will give them more
time to collect, review and assemble all the necessary information
from multiple locations of their businesses to accurately prepare
and complete the Schedules.

Headquartered in Miamisburg, Ohio, Huffy Corporation --  
http://www.huffy.com/-- designs and supplies wheeled and related   
products, including bicycles, scooters and tricycles. The Company  
and its debtor-affiliates filed for chapter 11 protection on  
Oct. 20, 2004 (Bankr. S.D. Ohio Case No. 04-39148). Kim Martin  
Lewis, Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,  
represent the Debtors in their restructuring efforts. When the  
Debtors filed for protection from their creditors, they listed  
$138,700,000 in total assets and $161,200,000 in total debts.


HUFFY CORP: Committee Taps McDonald Hopkins as Counsel
------------------------------------------------------       
The Official Committee of Unsecured Creditors in Huffy Corporation  
and its debtor-affiliates' chapter 11 proceedings asks the U.S.  
Bankruptcy Court for the Southern District of Ohio for permission
to employ McDonald Hopkins Co., LPA as its counsel.

McDonald Hopkins is expected to:

   a) assist the Committee in monitoring the Debtors' chapter 11
      cases and legal activities and advise the Committee on the
      legal ramifications of those actions;

   b) provide the Committee with advice on its obligations and
      duties;

   c) execute the Committee's decisions by filing motions,
      objections, or other documents with the Court;

   d) appear before the Court on all matters related to the
      Debtors' chapter 11 cases in the interests of the unsecured
      creditors;

   e) negotiate on behalf of the Committee the terms of any
      proposed plan of reorganization; and

   f) take other actions necessary to protect the rights of the
      unsecured creditors.

Sean D. Malloy, Esq., a Shareholder at McDonald Hopkins, is the
lead attorney for the Committee.  Mr. Malloy discloses that the
Firm did not receive any retainer for its services to the
Committee.

Mr. Malloy reports McDonald Hopkins professionals bill:

    Designation             Hourly Rate
    -----------             -----------
    Shareholders            $254 - 425
    Associates               140 - 240
    Legal Assistants          85 - 170
    Law Clerks                75
    Project Assistants        40 - 75

McDonald Hopkins assures the Court that it does not represent any
interests adverse to the Committee, the Debtors or their estates.

Headquartered in Miamisburg, Ohio, Huffy Corporation --  
http://www.huffy.com/-- designs and supplies wheeled and related   
products, including bicycles, scooters and tricycles. The Company  
and its debtor-affiliates filed for chapter 11 protection on  
Oct. 20, 2004 (Bankr. S.D. Ohio Case No. 04-39148). Kim Martin  
Lewis, Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,  
represent the Debtors in their restructuring efforts. When the  
Debtors filed for protection from their creditors, they listed  
$138,700,000 in total assets and $161,200,000 in total debts.


HUNTSMAN INTL: S&P Junks Proposed $350M Senior Subordinated Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Huntsman International LLC's proposed $350 million of senior
subordinated notes due 2014, based on preliminary terms and
conditions.

Proceeds from the new notes will be used to refinance
approximately $333 million of existing 10.125% subordinated notes,
and to cover related expenses.  Pro forma for the completion of
the financing, Salt Lake City, Utah-based Huntsman International
Holdings LLC, the parent of Huntsman International, will have
approximately $4 billion of debt outstanding.

At the same time, Standard & Poor's placed the new notes on
CreditWatch with positive implications, and said that the
corporate credit ratings and issue ratings for Huntsman
International Holdings (B/Watch Pos/--) and its affiliates, HMP
Equity Holdings Corp. (B/Watch Pos/--), Huntsman LLC (B/Watch
Pos/--), and Huntsman Advanced Materials LLC (B/Watch Pos/--),
will remain on CreditWatch.  On Sept. 14, 2004, Standard & Poor's
placed its ratings on CreditWatch with positive implications,
citing the company's announcement that it would file with the SEC
to undertake an IPO of common stock.  The net proceeds from the
proposed offering have now been defined as $1.25 billion in the
company's S-1 filing and will be used for debt reduction,
primarily at HMP, Huntsman International Holdings, and Huntsman
LLC.

Standard & Poor's expects that the large size of the proposed
equity offering, if completed as proposed, improving operating
trends, and the completion of refinancing actions earlier this
year, will be supportive of an upgrade (pending a full review of
the company's plans and completion of the IPO).

"The ratings on Huntsman International reflect a highly aggressive
financial profile, the credit position of its parent, HMP Equity
Holdings Corp., and vulnerability to industry cyclicality, which
substantially outweigh good positions in several chemical
markets," said Standard & Poor's credit analyst Kyle Loughlin.  
"However, Huntsman's businesses are likely to continue to benefit
from the emerging upturn in the chemicals cycle and the capital
structure will improve substantially following the planned IPO and
use of equity proceeds for debt reduction."

Standard & Poor's will complete the review of the Huntsman ratings
as more information about the proposed IPO and Huntsman's business
and financial prospects become available.  The ratings will be
removed from CreditWatch on completion of the offering.


ICARUS HOLDING: 8th Cir. Looks to Georgia Supreme Court for Help
----------------------------------------------------------------
Baillie Lumber Company, LP, sold lumber to Icarus Holding, LLC,
f/k/a Piedmont Hardwood Flooring, LLC, in 2001.  Before Baillie's
invoice was paid, Icarus sought chapter 11 protection.

Prior to the chapter 11 filing, Bert F. Thompson, Icarus'
principal, engaged in certain financial irregularities that harmed
Icarus' liquidity, according to court records.  These
irregularities included the use of Icarus' assets and resources to
make improvements on Mr. Thompson's hunting lodge, and the use of
Icarus' assets to fund Thompson's separate company, Southern Wood
Services, LLC.  

On Dec. 28, 2001, Icarus filed a complaint against Mr. Thompson in
bankruptcy court claiming that the irregularities were fraudulent
transfers.  On Jan. 8, 2002, Baillie filed suit against Mr.
Thompson in a Georgia state court alleging Mr. Thomson is the
alter ego of Icarus and thus personally liable for the debts owed
to Baillie Lumber.  Baillie argues that the state alter ego claim
is not the property of Icarus's estate, and that it is not trying
to recover money owed to the estate.  Thus, Baillie contends that
Icarus and the Official Committee of Unsecured Creditors appointed
in Icarus' chapter 11 case have no authority to settle the alter
ego claim against Mr. Thompson.

Meanwhile, Icarus and the Committee began negotiations with
Thompson to settle, among other things, any alter ego suit they
may have against Mr. Thompson.  In 2002, the parties agreed in
principle to a settlement pact calling for Mr. Thompson to pay
$900,000 to the Debtor and reaffirm his personal guaranty on a
$1.2 million debt owed the Debtor by Southern Wood Services, LLC.

On April 17, 2002, Mr. Thompson filed a lawsuit requesting
injunctive relief on the theory that the alter ego claim is
property of Icarus' estate.  A week later, Icarus also joined in
this suit as a third-party plaintiff.

On Oct. 2002, the bankruptcy court issued an order holding that
Georgia law makes the alter ego claim the property of Icarus'
estate, and, therefore, Icarus has the exclusive right to bring an
alter ego claim against Mr. Thompson.  Further, the Bankruptcy
Court held that the separate alter ego suit brought by Baillie
Lumber would be subject to an automatic stay.  On appeal to the
U.S. District Court for the Middle District of Georgia, the
decision of the bankruptcy court was upheld.

Baillie Lumber, in turn, appealed to the United States Court of
Appeals for the Eighth Circuit.  Baillie argues that its alter ego
claim against a third party, in this case Mr. Thompson, was
separate property.  Specifically, Baillie Lumber argues that under
11 U.S.C. Sec. 541 a bankruptcy estate includes only property that
the debtor possessed at the time of the bankruptcy filing, and
here, Baillie Lumber claims the Georgia alter ego claim against
Mr. Thompson is its own separate property.

The bankruptcy court and district court granted summary judgment
by interpreting Georgia law to allow a corporation's alter ego
suit against its former principal, thus making any such claims
property of the bankruptcy estate, 11 U.S.C. Sec. 541, and any
similar claims by creditors subject to an automatic stay, 11
U.S.C. Sec. 362.  

Bankruptcy law in this matter, the Eighth Circuit, says, isn't
complex.  Section 541 establishes a debtor's bankruptcy estate and
includes "all legal and equitable interests of the debtor in
property as of the commencement of the case."  11 U.S.C. Sec.
541(a).  This includes legal causes of action the debtor had
against others at the commencement of the bankruptcy case.  See
Koch, 831 F.2d at 1343-44; In re Adam Furniture Indus., Inc., 191
B.R. 249, 255 (Bankr. S.D. Ga. 1996).  If those causes of action,
including alter ego actions, are property of the estate under
section 541(a), any similar extraneous lawsuits brought by
individual creditors will be subject to the automatic stay
provision of 11 U.S.C. Sec. 362(a)(3).  See S.I. Acquisition, 817
F.2d at 1153.  "We must, therefore, look to Georgia law to
determine whether Icarus is allowed to bring an alter ego action
against its former principal, therefore making it property of the
bankruptcy estate and Baillie Lumber's separate state action
subject to the automatic stay," the Eight Circuit says.

Although several circuits have examined this same issue, not all
circuits have arrived at the same result.  Before allowing a
debtor-in-possession or trustee to bring an alter ego action on
behalf of the corporation, most courts require that

     (1) the alter ego claim be a general claim that applies
         equally to all creditors, and

     (2) state law allows the corporate entity to bring an alter
         ego action against its principal.

See St. Paul Fire & Marine Ins., 884 F.2d at 703-04 (interpreting
state law to allow corporations to bring alter ego actions against
a parent because it prevents injustice and allowing third party
creditors to only bring personal and not general alter ego type
claims); Koch, 831 F.2d at 1345-46.

In Koch, for example, oil company creditors asserted their right
to bring a separate alter ego action against a debtor corporation.
The Seventh Circuit concluded that Illinois and Indiana law
allowed a trustee in bankruptcy to bring an alter ego action on
behalf of the debtor corporation, and therefore, the trustee had
the exclusive right to bring an alter ego claim. See id. at 1346.
The court reasoned that both Indiana and Illinois alter ego law
was based on a doctrine that imposed liability to reach an
equitable result, and, therefore, could allow a trustee to bring
an alter ego suit against the principal if equity so required.  
See id.  The Koch court noted, however, that the trustee would
only be able to bring general claims that are common to all
creditors of the debtor corporation, and could not avoid the
personal claims of creditors that are unique to that creditor.  
See id. at 1348-49.  In Koch, the court concluded that the oil
company's claims were general to all creditors and only affected
the debtor corporation directly and the oil companies indirectly.  
Id. at 1349.  Thus, the trustee in Koch could bring an exclusive
alter ego action when the claims were common to all creditors and
state law allowed a corporation to sue its principal.

In a subsequent opinion, the Seventh Circuit prevented a trustee
from bringing an alter ego action because the claim was personal
to the individual creditor and not general.  See Steinberg v.
Buczynski, 40 F.3d 890, 893 (7th Cir. 1994).  In Steinberg, the
bankruptcy trustee brought an alter ego suit against the debtor
corporation's primary shareholders in an attempt to obtain money
not paid to an employee pension fund. See id. at 891. The court
found no evidence that the shareholders directly harmed the
corporation itself by taking unreasonably high salaries or
"looting" the corporate assets.  Id. at 892.  Only the pension
fund was harmed directly.  See id.  Thus, the court held that an
alter ego claim by the corporation itself would be improper
because the injury was to the pension fund and not the corporation
and creditors in general.

On the other hand, the Eighth Circuit has interpreted Arkansas law
to not allow alter ego actions by the corporation itself. Ozark,
816 F.2d at 1225.  In Ozark, Arkansas law allowed veil piercing
when "the corporate structure is illegally or fraudulently abused
to the detriment of a third person."  Id. (citations omitted).
The court concluded that this language means that a veil-piercing
action brought against a corporation is personal to the creditors
themselves and cannot be brought by the corporation. See id. Thus,
the veil piercing or alter ego claim is not property of the
bankruptcy estate for the trustee to administer. See id.

Like many courts that have addressed this issue, the Eighth
Circuit holds that in order to bring an exclusive alter ego action
under section 541, a bankruptcy trustee's claim should (1) be a
general claim that is common to all creditors and (2) be allowed
by state law. See In re iPCS, Inc., 297 B.R. 283, 297 (Bankr. N.D.
Ga. 2003).  In this action, the appellate court says, "we find
that Baillie Lumber asserts only a general cause of action and no
personal damages that are unique to them. Baillie Lumber's claim
would be personal if Baillie Lumber itself was 'harmed and no
other . . . creditor has an interest in the cause.'"  Koch, 831
F.2d at 1348.  The claim is a general one when liability extends
"to all creditors of the corporation without regard to the
personal dealings between such officers and such creditors." Id.
at 1349. Here, the assertion is that Mr. Thompson blurred the line
between himself and the corporation by taking assets of the
corporation and using them to his own personal ends. Unlike the
Steinberg shareholders, Mr. Thompson did "loot" the corporate
assets. An alter ego action under these circumstances could be
brought by all creditors of Icarus.  Baillie Lumber has shown no
unique or personal harm aside from the fact that each creditor
would demand a different amount in compensation. By
misappropriating corporate assets, Mr. Thomson caused direct harm
to the corporation and only indirect harm to Baillie Lumber.

Thus, the Eighth Circuit says, this action meets its first factor.  
However, it is unclear whether Georgia law allows a corporation to
bring an alter ego action against itself.

                   Georgia Alter Ego Law

The Eighth Circuit observes that there is no Georgia law that
directly addresses whether a trustee for a debtor corporation in
bankruptcy can bring an alter ego action against the corporation's
former principal.  In Georgia, alter ego and veil-piercing actions
are based on equitable principals.  Acree v. McMahan, 276 Ga. 880,
585 S.E.2d 873, 882 (Ga. 2003).  Georgia courts allow alter ego
actions "to remedy injustices which arise where a party has
overextended his privilege in the use of a corporate entity in
order to defeat justice, perpetrate fraud or evade contractual or
tort responsibility." Paul v. Destito, 250 Ga. App. 631, 550
S.E.2d 739, 747 (Ga. App. 2001) (citations omitted).  The Georgia
Supreme Court in past decisions, however, has noted that it "has
been reluctant to disregard the corporate entity except where
third parties were involved in dealing with the corporation and
director or shareholder liability was in question, or where public
policy might require looking beyond the corporate structure in the
public interest."  Pickett v. Paine, 230 Ga. 786, 199 S.E.2d 223,
227 (Ga. 1973).  In Pickett, the court refused to pierce the
corporate veil for the benefit of a minority shareholder's suit
against the majority shareholder.  Id. at 228.  The Georgia Court
of Appeals, however, has rejected the proposition that Georgia law
per se "prohibits a director, officer, or shareholder from
piercing the corporate veil." Paul, 550 S.E.2d at 747; see also
Cheney v. Moore, 193 Ga. App. 312, 387 S.E.2d 575, 576-77 (Ga.
App. 1989) (holding that a 50 percent shareholder can pierce the
corporate veil).  Thus, as far as we can determine there is no
clear demarcation in Georgia law that allows us to say an alter
ego action is property of the bankruptcy estate.

The only courts in Georgia to address this issue directly are the
federal bankruptcy courts, but they are divided on whether Georgia
law allows a corporation to bring this type of alter ego action.
Compare Adam Furniture, 191 B.R. at 255 (considering the
corporation's alter ego claim as property of the estate under
Georgia law), and City Communications, 105 B.R. at 1022
(interpreting Georgia law to allow corporations to bring alter ego
claims), with In re Mattress N More, 231 B.R. 104, 109 (Bankr.
N.D. Ga. 1998) (holding that Georgia law does not allow a
corporation to bring alter ego actions). In the first case to
consider the question, the City Communications court compared the
Koch and Ozark cases and determined that, like the Koch court,
Georgia alter ego law would allow a debtor corporation to bring
general alter ego claims in bankruptcy because Georgia law was
founded on equity concerns. See City Communications, 105 B.R. at
1022.  The Adam Furniture court subsequently followed the same
reasoning and determined Georgia law allowed a corporation's alter
ego suit for equity reasons.  191 B.R. at 255.

The Mattress N More court, on the other hand, rejected the
reasoning of both City Communications and Adam Furniture to hold
that Georgia law will not allow a corporation's alter ego suit.
The court reasoned that although it might make sense for a trustee
to have exclusive possession of an alter ego action, there was no
basis in Georgia or bankruptcy law for such a result.  See
Mattress N More, 231 B.R. at 109-10. The court was troubled that a
corporate entity created to shield shareholders from liability
would itself assert a claim to destroy that protection.  Id. at
109.  Further, the court determined that it was "relatively
difficult to pierce the corporate veil in Georgia." Id. Thus as
the court explained, the issue is ripe for certification to the
Georgia Supreme Court.  Id. at 109 n. 3.

Considering the split between Georgia bankruptcy courts and the
uncertain state of Georgia alter ego law, the Eighth Circuit will
ask the Georgia Supreme Court to answer two questions:

     1. WILL GEORGIA LAW ALLOW THE REPRESENTATIVE OF A DEBTOR
        CORPORATION TO BRING AN ALTER EGO CLAIM AGAINST THE
        CORPORATION'S FORMER PRINCIPAL?

     2. IF SO, WHAT IS THE MEASURE OF RECOVERY?

Until the Georgia Supreme Court responds to the questions posed by
the Eight Circuit, all relevant proceedings in Baillie Lumber's
appeal are stayed.

Icarus Holding, LLC, f/k/a Piedmont Hardwood Flooring, LLC, is a
national manufacturer and distributor of hardwood flooring.  
Icarus filed for chapter 11 protection on Dec. 17, 2001 (Bankr.
M.D. Ga. Case No. 01-55662).  Grant T. Stein, Esq., and Troy J.
Aramburu, Esq., at Alston & Bird, LLP, in Atlanta, represent the
Debtor.    


IMPATH INC: To Pay Unsecured Claims Now with 6-5/8% Interest
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Impath Inc.'s request to pay all unsecured creditors'
claims now, before a plan of liquidation is confirmed to wrap-up
the company's chapter 11 case.  Unsecured claims will be paid in
full, together with post-petition interest at 6-5/8%.  

Impath filed a plan of liquidation with the Bankruptcy Court on
June 30, 2004, estimating total unsecured claims at $35 to $40
million.  The debtor is solvent by every measure.  The deal to pay
the claims now with 6-5/8% interest obviates a brewing behind-the-
scenes battle over alternative interest rates that should be paid
on the claims.  

Headquartered in New York, New York, Impath Inc., together with
its subsidiaries, is in the business of improving outcomes for
cancer patients by providing patient-specific diagnostic and
prognostic services to pathologists and oncologists, providing
products and services to biotechnology and pharmaceutical
companies, and licensing software to hospitals, laboratories, and
academic medical centers. The Company filed for chapter 11
protection on September 28, 2003 (Bankr. S.D.N.Y. Case No. 03-
16113). George A. Davis, Esq., at Weil, Gotshal & Manges, LLP
represents the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed
$192,883,742 in total assets and $127,335,423 in total debts.


INNOPHOS INC: Moody's Revises Outlook on Low-B Ratings to Negative
------------------------------------------------------------------
Moody's Investors Service changed the outlook on Innophos' ratings
to negative from stable due to concern over the large fine imposed
on its Mexican operations, despite indications that Rhodia S.A.
(B2) may retain responsibility for any liability.  Moody's concern
relates to Rhodia's ability, and incentive, to settle this issue
in a timely manner given its current financial condition.
Innophos' Coatzacoalcos plant is its largest facility and its
primary source of merchant grade phosphoric acid -- MGA, any
disruption to operations at this plant could have a material
impact on the company's financial profile.

Innophos received notice from the National Waters Commission of
Mexico of penalties amounting to $132 million arising from the
company's Mexican subsidiary, Innophos Fosfatados de Mexico, S. de
R.L. de C.V.  The company was cited for possible errors related to
its payment of government duties, taxes and other charges related
to the use of water by the Coatzacoalcos manufacturing plant from
1998 through 2002.  Amounts levied against the company are
comprised of basic claims for $36 million related to direct
charges for duties, taxes and charges attributed to the usage
period.  Additional claims for $96 million are related to
adjustments for interest, inflation and federal tax law penalties.
Prior to August of 2004, the assets that now comprise Innophos
were owned and operated by Rhodia.

The negative outlook reflects an increase in financial and
operating risk as a result of the recent action taken by the
National Waters Commission of Mexico.  Furthermore, the negative
outlook reflects the uncertainty over the timing of a resolution,
and the potential cash flow impact to Innophos, if any.  In
addition, reflects Moody's lack of information relating to the
contractual obligations of Rhodia in its indemnification of
Innophos.  Rhodia has stated in its recent 6k filing that it will
assume direct responsibility with respect to these events, subject
to certain limitations and reservation of rights, for resolving
the matter with the Mexican authorities.  However, Moody's remains
concerned that the potential failure of Rhodia to resolve this in
a timely manner could potentially cause a disruption to operations
at Innophos' facility's.

Ratings Affected:

   * Senior Implied -- B1

   * Guaranteed senior secured revolver, $50 million due 2009
     -- B1

   * Guaranteed senior secured term loan $220 million due 2010
     -- B1

   * Guaranteed senior subordinated notes, $190 million due 2014
     -- B3

   * Senior Unsecured Issuer Rating -- B3

   * Speculative Grade Liquidity rating -- SGL-2

Innophos is a global producer of purified phosphoric acid,
phosphate-based salts and acids and sodium tripolyphosphate --
STPP.  The company's largest segment, phosphate-based salts and
acids, are sold into food, meat, dairy and pharmaceutical
applications, and personal care products.  These products are also
used in certain industrial applications such as water treatment,
metal finishing, and specialty fertilizers.  STPP is an additive
used in dishwashing detergents or laundry detergents outside of
the United States.  Purified phosphoric acid is a key raw material
for the business and is sold externally as an additive for
beverages and for select industrial applications.

Innophos, headquartered in Cranbury, New Jersey, is a North
American producer of phosphoric acid, phosphate-based salts and
acid and sodium tripolyphosphate for consumer and industrial
applications.  Revenues were $525 million for LTM ended
September 30, 2004.


INTERSTATE BAKERIES: Closing 85-Year Old Bakery in South Carolina
-----------------------------------------------------------------
Interstate Bakeries Corporation (OTC: IBCIQ) disclosed plans to
close its bakery in Florence, South Carolina.

The 85-year-old facility makes bread and rolls, sold under several
IBC brand names, including Wonder and Merita.  Production capacity
at the Florence bakery will be transferred to IBC bakeries in
Charlotte and Rocky Mount, North Carolina.  Distribution of IBC
products to food stores in the South Carolina Area will be
unaffected by the closure. The closing, scheduled for February 6,
2005, will affect approximately 200 employees.

"Closing a bakery is a decision we never take lightly.  Our
employees in Florence have been solid contributors, and we are
grateful for their hard work," said Tony Alvarez, IBC's chief
executive officer.  "However, IBC must continue to seek production
efficiencies on a national scale.  Our entire management team is
committed to making IBC more nimble and competitive, and
consistent with the best interests of the Company and its
stakeholders."  IBC voluntarily filed for protection under Chapter
11 of the Bankruptcy Code September 22, 2004.

Most of the employees affected by this decision are represented by
Local # 503 of the Bakers, Confectionery, Tobacco Workers and
Grain Millers Union.

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 53 bakeries, more than 1,000 distribution centers and
1,100 bakery outlets 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: Creditors Want to Retain FTI as Advisors
-------------------------------------------------------------
The Official Committee of Unsecured Creditors seeks the Court's  
authority to retain FTI Consulting, Inc., as its financial  
advisors.

Laura L. Moran, Co-Chairperson of the Committee, tells the Court  
that the Committee is familiar with the professional standing and  
reputation of FTI.  The Committee believes that FTI has a wealth  
of experience in providing financial advisory services in  
restructuring and reorganizations and enjoys an excellent  
reputation for services it has rendered in large and complex  
Chapter 11 cases on behalf of debtors and creditors throughout  
the United States.

"The services of FTI are deemed necessary to enable the Committee  
to assess and monitor the efforts of the Debtors and their  
professional advisors to maximize the value of their estates and  
to reorganize successfully," Ms. Moran says.  "Further, FTI is  
well qualified and able to represent the Committee in a cost-
effective, efficient and timely manner."

As the Committee's financial advisors, FTI will:

   (1) assist in the review of the Debtors' current and
       historical operating performance;

   (2) assist the Committee with information and analyses
       required pursuant to the Debtors' DIP financing,
       including, but not limited to, preparation for hearings
       regarding the use of cash collateral and DIP financing;

   (3) assist in the review of the Debtors' proposed key employee
       retention and other critical employee benefit programs;

   (4) assist and advise the Committee with respect to the
       Debtors' identification of core business assets,
       disposition of assets or liquidation of unprofitable
       operations;

   (5) assist in the review of the Debtors' performance of cost
       or benefit evaluations with respect to the affirmation or
       rejection of various executory contracts and leases;

   (6) assist with the valuation of the present level of
       operations and identification of areas of potential cost
       savings, including overhead and operating expense
       reductions and efficiency improvements;

   (7) assist in the review of financial information distributed
       by the Debtors to creditors and others, including, but not
       limited to, cash flows projections and budgets, cash
       receipts and disbursement analysis, analysis of various
       asset and liability accounts and analysis of proposed
       transactions for which Court approval is sought;

   (8) attend meetings and assist in discussions with the
       Debtors, potential investors, banks, other secured
       lenders, the Committee and any other official committees
       organized in the Debtors' Chapter 11 cases, the U.S.
       Trustee, other parties-in-interest and hired
       professionals, as requested;

   (9) assist in the review and preparation of information and
       analysis necessary for the confirmation of a plan in the
       Debtors' bankruptcy cases; and

  (10) render other general business consulting or other
       assistance that is not duplicative of services provided by
       other professionals in the Debtors' cases.

FTI will receive a $150,000 monthly fee as compensation for its  
services, in addition to a success fee, if supported by the  
Committee.

Michael C. Eisenband, a partner at FTI, assures the Court that  
the firm does not represent any other entity having an adverse  
interest in connection with the Debtors' bankruptcy cases.  FTI  
will conduct an ongoing review of its files to ensure that no  
conflicts or other disqualifying circumstances exist or arise.

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)


JILLIAN'S ENT: Judge Stosberg Confirms Joint Liquidating Plan
-------------------------------------------------------------
The Honorable David T. Stosberg of the U.S. Bankruptcy Court for
the Western District of Kentucky confirmed on Dec. 12, 2004, the
Amended Joint Liquidating Plan filed by Jillian's Entertainment,
Inc., and its debtor-affiliates.

The Plan provides, among other things, on the Effective Date or
soon after, for:

     * full payment, in cash, of all DIP facility claims or such
       other treatment agreed upon by the Debtors and the DIP
       lenders;

     * full payment of administrative claims;

     * full payment of priority tax claims;

     * full payment of other priority claims;

     * prepetition lender secured claims to receive their
       prepetition lender disbursement or such treatment as to
       which the Debtors and the lenders have agreed upon;

     * other secured claims to receive either cash equal to          
       the fair market value upon which a lien has been asserted
       or the property securing the claims;

     * unsecured creditors to receive their pro rata share of
       an unsecured claim pool and the residual proceeds;

     * subordinated note claims and intercompany claims to
       receive no distribution; and

     * equity interests to be cancelled.

The Bankruptcy Court approved the sale of substantially all of the
Debtors' assets to Dave & Buster's Inc. (NYSE: DAB) and Gemini
Investors III, L.P., for approximately $65 million on Sept. 24,
2004, under Section 363 of the U. S. Bankruptcy Code. The sale
proceeds will be used to fund the Debtors' Liquidating Plan.

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

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

Headquartered in Louisville, Kentucky, Jillian's Entertainment
Holdings, Inc. -- http://www.jillians.com/-- operates more than
40 restaurant and entertainment complexes in about 20 states. The
Company filed for chapter 11 protection on May 23, 2004 (Bankr.
W.D. Ky. Case No. 04-33192).  Edward M. King, Esq., at Frost Brown
Todd LLC and James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets of more than $100 million and estimated debts of
over $50 million.


KB TOYS: Exclusive Plan-Filing Period Extended to Jan. 14
---------------------------------------------------------
KB Toys, Inc., has the exclusive right, through January 14, 2005,
to file a chapter 11 plan.  The U.S. Bankruptcy Court in
Wilmington, Del., awarded the company a concomitant extension of
its exclusive right to solicit acceptances of that plan through
March 14, 2005, at a hearing last month.  

The Debtors told the Bankruptcy Court they "believe that
additional time, particularly as the debtors enter their busy
holiday season, is necessary to allow the debtors to operate their
business during this critical time of year, finalize the
negotiations of the terms of the plan and prepare to file a plan
and related disclosure statement."  

In October, KB said it will close 141 to 238 underperforming
stores by Jan. 31, and plans to continue operating approximately
600 stores throughout the United States, the Commonwealth of
Puerto Rico and the American Territory of Guam, when it emerges
from chapter 11 in 2005.  The retailer had 1,300 stores when it
filed for chapter 11 protection early this year.

KB Toys, Inc. -- http://www.kbtoys.com/-- filed for chapter 11  
protection (Bankr. Del. Case No. 04-10120) on January 14, 2004.
Joel A. Waite, Esq., at Young, Conaway, Stargatt, & Taylor,
represents the toy retailer.


KB TOYS: Angelo Gordon May Provide Exit Financing Pact
------------------------------------------------------
KB Toys, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware for permission to reimburse up to $60,000 of due
diligence fees incurred by Angelo, Gordon & Co. LP, in connection
with a potential exit financing deal.  An exit financing
arrangement would provide the cash the company needs to pay all
amounts due under a chapter 11 plan and provide the retailer with
working capital financing after it emerges from chapter 11.  KB
Toys relates that Angelo Gordon has purchased one of the largest
unsecured claims against the estate.  

The Bankruptcy Court will review the company's request to pay the
due diligence fees at a hearing on Dec. 13, 2004.  

In October, KB said it will close 141 to 238 underperforming
stores by Jan. 31, and plans to continue operating approximately
600 stores throughout the United States, the Commonwealth of
Puerto Rico and the American Territory of Guam, when it emerges
from chapter 11 in 2005.  The retailer had 1,300 stores when it
filed for chapter 11 protection early this year.

KB Toys, Inc. -- http://www.kbtoys.com/-- filed for chapter 11  
protection (Bankr. Del. Case No. 04-10120) on January 14, 2004.
Joel A. Waite, Esq., at Young, Conaway, Stargatt, & Taylor,
represents the toy retailer.


KEYSTONE CONSOLIDATED: Wants Plan Solicitation Period Extended
--------------------------------------------------------------
As previously reported in the Troubled Company Reporter, Keystone
Consolidated Industries, Inc., filed its chapter 11 plan with the
U.S. Bankruptcy Court.  The Company wants more time to negotiate
with its Official Committee of Unsecured Creditors and solicit
creditors' votes to accept its plan.  Specifically, Keystone asks
the Bankruptcy Court to extend its exclusive solicitation period
through March 31, 2005.  

The Committee has told the Bankruptcy Court it doesn't like
Keystone's Plan.  The Committee complains that Contran Corp.,
Keystone's parent, is exercising too much control over the
restructuring and finds the plan's split of the new equity (with
Contran holding the majority stake) offensive.  The Creditors'
Committee is comprised of six members:

    * The Bank of New York, as Indenture Trustee;
    * Pacholder Associates;
    * Ameren Cilco;
    * Peoria Disposal Company;
    * Midwest Mill Service; and
    * Independent Steel Workers Alliance.

Keystone thinks the problem's soluble, indicating that talks over
the past month have been fruitful and lead management to believe
there's a real possibility of a consensual plan of reorganization.

Keystone also indicates that it still needs to obtain exit
financing.  

A hearing on the company's request is scheduled for Dec. 15, 2004.  

Headquartered in Dallas, Texas, Keystone Consolidated Industries,
Inc., makes carbon steel rod, fabricated wire products, including
fencing, barbed wire, welded wire and woven wire mesh for the
agricultural, construction and do-it-yourself markets.  The
Company filed for chapter 11 protection on February 26, 2004
(Bankr. E.D. Wisc. Case No. 04-22422).  Daryl L. Diesing, Esq., at
Whyte Hirschboeck Dudek S.C., and David L. Eaton, Esq., at
Kirkland & Ellis LLP, represent the Debtors in their restructuring
efforts.  When the Company filed for protection from their
creditors, it listed $196,953,000 in total assets and $365,312,000
in total debts.


LANDRY'S RESTAURANTS: Moody's Rates Planned $850M Debts Low-B
-------------------------------------------------------------
Moody's Investors Service assigned ratings of Ba2 and B2,
respectively, to the proposed bank loan and senior notes of
Landry's Restaurants, Inc.  Net proceeds from the new debt will
provide $300 million to invest in an unrestricted subsidiary and
refinance about $325 million of existing long-term debt.  
Negatively impacting the ratings are the company's leveraged
financial condition and Moody's belief that new store development
will require a material portion of discretionary cash flow, even
following the expected reduction in the opening pace.  However, in
spite of adding incremental debt to invest in the unrestricted
subsidiary, expectations for continued good performance from
virtually all stores and potential financial flexibility from
substantial real estate ownership benefit the ratings.  This is
the first time that Moody's has rated the debt of Landry's.

Ratings are assigned as follows:

   * $250 million five-year secured Revolving Credit Facility at
     Ba2,

   * $150 million six-year secured Term Loan B at Ba2,

   * $450 million of ten-year senior note at B2,

   * Speculative Grade Liquidity rating at SGL-2,

   * Senior implied rating at Ba3,

   * Long-term issuer rating at B3.

The rating outlook is stable.

The ratings reflect Moody's expectation that debt protection
measures will remain inferior to higher-rated restaurant
operators, the expectation that new store development will use a
material portion of discretionary cash flow even following a
reduction in the historical pace of openings, and the intense
competition within the casual dining segment of the restaurant
industry.  Likely limitations on generating additional liquidity
from the real estate because of the liens on all assets also
reduce options in case of an operating slowdown.  The unrestricted
subsidiary that will receive the $300 million is excluded from
this credit analysis.

However, the positive contribution to corporate overhead from
virtually all stores, the potential financial flexibility derived
from Landry's relatively unique strategy (at least among
restaurant operators) to own much of its real estate, and the
potential operating, marketing, and purchasing efficiencies from
the company's status as the second-largest operator of casual
dining seafood restaurants benefit the ratings.  The medium-term
scalability of the new store development program and Moody's
confidence that the company will fund its investment needs from
operating cash flow also partially mitigate the challenges facing
the company.

The stable outlook reflects Moody's expectation that the company's
financial profile will steadily improve as it:

   (1) continues to develop successful new stores,

   (2) maintains average unit volume and profitability at existing
       stores, and

   (3) uses a portion of discretionary cash flow to improve the
       balance sheet.

Ratings could be negatively impacted if average unit volume and
store-level profitability stagnates, debt protection measures do
not improve from current levels, or the new store development pace
prompts a decrease in the liquidity cushion.  The ratings also
anticipate that the unrestricted subsidiary recipient of
transaction proceeds will not become a distraction for Landry's.  
Over the longer term, ratings could be raised as debt protection
measures improve (such as decline in lease-adjusted leverage
toward 4.5 times and fixed charge coverage improvement to greater
than 2 times) and the company achieves worthwhile returns on
investment with the planned development program.

The Speculative Grade Liquidity Rating of SGL-2 considers that
Landry's will generate sufficient operating cash flow to finance
cash interest payments, a normal level of maintenance capital
expenditures, incremental working capital investment, and dividend
payments. For purposes of this liquidity analysis, Moody's assumes
that medium-term flexibility exists regarding cash outflows for
new store development and cash dividends.  Moody's believes that
the revolving credit facility provides good liquidity for
occasional cash flow timing differences.  While the entire
$250 million revolving credit facility commitment is available,
Moody's anticipates that the company will not permanently utilize
more of the revolving credit facility than drawn at closing (about
$50 million) except for letters of credit of around $10 million
that cover workers' compensation claims.

The Ba2 rating on the credit facilities to be arranged by Landry's
Restaurants Inc (comprised of a $250 million revolving credit
facility and a $150 million term loan B) considers that this debt
enjoys the guarantees of the company's operating subsidiaries and
is secured by a first-lien on substantially all assets including
the real estate of about 82 stores.  The rating relative to the
senior implied rating reflects Moody's opinion that collateral
fair market value comfortably exceeds the loan commitment.

The B2 rating on the senior unsecured notes issued by Landry's
Restaurants Inc considers the guarantees of the operating
subsidiaries.  This debt is effectively subordinated to the credit
facilities and ranks equally with other obligations such as $72
million in accounts payable.  In a hypothetical distressed
scenario with the revolving credit facility fully utilized,
Moody's believes that asset fair market value roughly equals the
total debt balance.

Pro-forma lease adjusted leverage for the twelve months ending
September 2004 approximated 5 times and fixed charge coverage was
about 2 times. Restaurant margin improved to 19.9% in the first
nine months of 2004 compared to 17.8% in the same period of 2003,
as higher store count and modestly increased average unit volume
have allowed better fixed cost leverage.  Immediate liquidity
consists of about $190 million in revolver borrowing capacity and
$20 million in cash.  The ratings anticipate that continued growth
in revenue and profitability margins, combined with the expected
reduction in the pace of new store development, will lead to
positive free cash flow and improved debt protection measures.

Landry's Restaurants, with headquarters in Houston, Texas,
operates more than 300 mostly casual dining restaurants.  Trade
names include Joe's Crab Shack, Landry's Seafood House, Chart
House, Saltgrass Steak House, and Rainforest Cafe.  Revenue for
the 12 months ending September 2004 was about $1.2 billion.


LEVEL 3: S&P Lowers Rating to SD Following Tender Offer Completion
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Level 3 Communications, Inc., to 'SD' -- selective
default -- from 'CC', following the company's completion of its
tender offer for various debt issues due in 2008.  The ratings on
these issues, which include the 9.125% senior notes due 2008, 11%
senior notes due 2008, 10.5% senior discount notes due 2008, and
10.75% senior Euro notes due 2008, were lowered to 'D' from 'C'.

These ratings were removed from CreditWatch, where they were
placed with negative implications on Nov. 3, 2004.  Subsequently,
Standard & Poor's raised its corporate credit rating on Level 3 to
'CCC' and raised the ratings on the remaining debt due 2008 to
'CC'.  The outlook is developing.

The completion of the tender offer for $1.1 billion aggregate
principal amount of the aforementioned issues for about
$951 million cash plus accrued interest represents an
approximately 14% discount from the aggregate notes' par value.  
Standard & Poor's considers this to be tantamount to a default on
original debt issue terms.  An offering of $345 million 5.25%
convertible notes due 2011 and a $730 million senior secured term
loan due 2011 financed the tender offers.  The convertible notes
and term loan also provided about $20 million cash for general
corporate purposes after the tender offers, fees, and expenses.

The debt repurchase has not materially reduced Level 3's onerous
$5 billion debt balance or its debt-to-EBITDA ratio in excess of
10x.  The transaction has reduced the company's 2008 maturities by
about 46%, somewhat improving the maturity profile.  However,
without meaningful improvement in the wholesale long-haul
telecommunications industry and stronger revenue performance, the
company could be challenged to further reduce the remaining
roughly $1.3 billion in 2008 maturities.

"The ratings on Level 3 reflect very high credit risk from
elevated debt and negative discretionary cash flow, exacerbated by
soft telecommunications industry conditions, especially in the
long-haul transport sector," said Standard & Poor's credit analyst
Eric Geil.  "The company continues to experience weak demand and
declining prices from industry overcapacity and intense
competition.  Potential acquisition activity could also limit
financial improvement.  Tempering factors include a sizable cash
balance and an absence of meaningful debt maturities until 2008."


LNR PROPERTY: S&P Puts B+ Rating on $1.7B Senior Secured Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Miami
Beach, Florida-based LNR Property Corp, including LNR's long-term
counterparty credit rating, which was lowered to 'B' from 'BB',
and removed the ratings from CreditWatch, where they were placed
on Nov. 19, 2004.  The outlook is stable.

In addition, Standard & Poor's assigned a 'B+' rating to the
company's $1.7 billion senior secured credit facility, which is
expected to close concurrently with the privatization of LNR.  At
the same time, Standard & Poor's assigned its recovery rating of
'1' to the secured credit facility.  The 'B+' rating is one notch
higher than the long-term counterparty credit rating; this and the
recovery rating indicate a high expectation for full recovery of
principal in the event of a default.

"The downgrade reflects the anticipated increase in leverage,
reduction in equity, and encumbered nature of the LNR's balance
sheet, which will result from the recapitalization of LNR
following the anticipated acquisition transaction," said
Standard & Poor's credit analyst Steven Picarillo.

On Aug. 30, 2004, LNR announced that it has agreed to be acquired
by a newly formed company, which will be majority owned by funds
managed by Cerberus Capital Management L.P. and other investors
selected by Cerberus.  Standard & Poor's believes that the
recapitalization of the company following the acquisition will
significantly weaken its balance sheet and limit LNR's financial
flexibility.

LNR, with $3.1 billion in assets, is a real estate investment,
finance, and management company.  The company operates primarily
within real estate investment activities including:

   -- acquiring, developing, managing, and repositioning
      commercial and multifamily residential properties;

   -- investing in unrated and noninvestment grade-rated CMBS; and

   -- acquiring and managing portfolios of mortgage loans.

"The outlook is based on the expectation that LNR will experience
continued operating success based on fundamentals already in
place," Mr. Picarillo said.


MAAX CORPORATION: S&P Junks Proposed Senior Discount Notes
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior secured debt ratings to 'B' from 'B+' on Quebec-
based, bathroom fixtures manufacturer MAAX Corp.  At the same
time, Standard & Poor's lowered its senior subordinated debt
rating on the company to 'CCC+' from 'B-'.  The ratings were
lowered due to the proposed issuance of US$110 million of senior
discount notes by MAAX's parent, MAAX Holdings Inc.  Standard &
Poor's also assigned a 'CCC+' debt rating to the proposed new
senior discount notes, due 2012 and a 'B' corporate credit rating
to the parent.  The outlook is stable.

Proceeds from the new notes will be used to return capital to the
shareholders.  The ratings were lowered to reflect the unexpected
and significant increase in total debt and reduction in
shareholders' equity," Standard & Poor's credit analyst Daniel
Parker.  "The previous ratings assigned in June 2004 were based on
the expectation that leverage would be reduced quickly," Mr.
Parker added.

Although the proposed senior discount notes are structurally
subordinated to senior subordinated notes at MAAX, Standard &
Poor's notching criteria does not require the senior discount
notes to be notched below the senior subordinated notes.  The
senior subordinated notes will remain two notches below the
corporate credit rating to reflect the weak recovery prospects in
a default scenario.

The ratings on MAAX reflect the company's very aggressive
financial policy, high leverage, and high customer concentration
in the competitive bathroom fixtures industry. Partially
offsetting these risks are the company's attractively positioned
product mix and distribution capability, its steady profitability,
and its ability to generate free cash flow.


MANAGED INFORMATION: Case Summary & 24 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Managed Information Systems, Inc.
        7502 Greenville Avenue, Suite 500
        Dallas, Texas 75231
        Tel: (972) 386-7300

Bankruptcy Case No.: 04-82952

Chapter 11 Petition Date: December 3, 2004

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: William L. Manchee, Esq.
                  Manchee & Manchee, LLP
                  12221 Merit Drive, Suite 950
                  Dallas, Texas 75251
                  Tel: (972) 960-2240
                  Fax: 972-233-0713

Financial Condition as of November 30, 2004:

      Total Assets:   $20,655

      Total Debts: $1,421,987

Debtor's 24 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
TX-Dallas Four Forest Plaza Ltd. Pr           $478,337
c/o Kessler Collins
5950 Sherry Lane, Suite 222
Dallas, Texas 75225

Hyperion Solution Corporation                 $265,510
1344 Grossman Avenue, Suite 500
Sunnyvale, California 94089

Brio Technology                               $151,164
4980 Great American Parkway
Santa Clara, California 95054

Hart Hanks                                    $111,948
100 Michael Angelo Way
Austin, Texas 78728

Ascential Software                             $61,144

Dell                                           $19,543

Bank of America                                $16,448

Citibank Business Card                          $8,637

Chase Bank Visa                                 $6,870

Judd Thomas Smith & Company PC                  $4,925

Chase Bank Mastercard                           $4,377

Monster.Com                                     $2,994

Office Depot                                    $2,981

David Childs Tax Assesor                        $2,002

Broadwing                                         $764

Allstate Insurance Company                        $720

Southwestern Bell                                 $437

Verizon                                           $363

Regus Business Centers                            $199

Deluxe Business Forms                             $148

ACN Communications Services, Inc.                 $114

Montgomery County                                  $65

ABT Executive Suites                                $1

Trillium Software                                   $1


MCI INC: Agrees to $13 Million Management Buyout of Proceda
-----------------------------------------------------------
MCI (Nasdaq: MCIP) has reached an agreement to sell Proceda, its
non-core IT outsourcing business in Brazil, in a management buyout
transaction.  Under the terms of the agreement, which is
immediately effective, MCI is selling all of its shares in Proceda
to the company's management and its partner Votorantim Novos
Negocios for $3 million cash and the assumption of approximately
$10 million in debt.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.

The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532). On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts. The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (Worldcom
Bankruptcy News, Issue No. 59; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 22, 2004,
Fitch Ratings has assigned an initial rating of 'B' to MCI Inc.'s,
$5.665 billion outstanding of senior unsecured notes.  The senior
unsecured notes were issued in conjunction with MCI's emergence
from bankruptcy on April 20, 2004.  The notes are guaranteed by
all existing and future restricted subsidiaries of MCI.  The
Rating Outlook is Negative.


MERRIMAC PAPER: ESOP Stock Redemption Claims Remain Subordinated
-----------------------------------------------------------------
Merrimac Paper Company, Inc., brought an adversary proceeding in
its chapter 11 case asking the U.S. Bankruptcy Court for the
District of Massachusetts to equitably subordinated ESOP stock
redemption claims asserted by Ralph Harrison and Alan Eggert.  

Merrimac has maintained an Employee Stock Ownership Plan since
1985.  The ESOP provides that, upon separation from employment,
participants are entitled to a distribution of Merrimac stock
allocated based upon their participation in the ESOP.  Within 15
months of the date of the stock distribution, the ESOP
participants have the right to sell, or "put," the stock
distributed to them back to the ESOP or Merrimac.

Mr. Harrison was employed by Merrimac from 1963 to 1999.  At the
time of his separation, he held the position of Human Resources
Manager and owned, under the ESOP, approximately 6% of Merrimac's
outstanding common stock.  Upon his separation, the ESOP
determined that Mr. Harrison's interest in Merrimac was valued at
$1,116,200.  On Jan. 1, 2000, Merrimac paid Mr. Harrison $200,000
against the value of his stock redemption.  For the balance, Mr.
Harrison received a promissory note dated July 19, 2000, in the
principal amount of $916,300, which provided for 8.5% interest and
was payable in three equal annual installments.  On Jan. 4, 2001,
Merrimac paid Mr. Harrison $343,203 as the first installment
payment under the note but it made no subsequent payments
thereunder.  Mr. Harrison obtained a real estate attachment
against Merrimac in Essex Superior Court in the amount of $610,000
on Sept. 12, 2002.

Mr. Eggert was employed by Merrimac from 1975 until 2000.  When
his employment ended, he held the position of Technical Director
and Executive Vice President and owned, under the ESOP,
approximately 9% of Merrimac's outstanding common stock.  The ESOP
valued Mr. Eggert's interest upon his separation at $1,555,500.  
Mr. Eggert received a promissory note dated December 29, 2000, in
the amount of $1,555,500, plus 8.5% interest, to be paid in three
equal annual installments.  Mr. Eggert never received any payments
under the promissory note.  On January 23, 2003, Mr. Eggert sought
and obtained a real estate attachment against Merrimac in the
United States District Court for the District of Massachusetts in
the amount of $1,829,935

On March 17, 2003, Merrimac filed a petition for protection under
Chapter 11 of the Bankruptcy Code and commenced the adversary
proceeding on June 20, 2003.  On November 7, 2003, the Bankruptcy
Court entered a Memorandum of Decision and an Order granting
summary judgment in Merrimac's favor and confirmed Merrimac's Plan
of Reorganization.  See Merrimac Paper Co. v. Harrison (In re
Merrimac), 303 B.R. 710 (Bankr. D. Mass. 2003).

The Bankruptcy Court held that:

    (1) it had jurisdiction over the dispute,

    (2) the Eggert Attachment should be avoided,

    (3) ERISA does not prevent the subordination of Appellants'
        claims,

    (4) mandatory subordination under 11 U.S.C. Sec. 502(b) was
        proper only to the extent Messrs. Harrison and Eggert's
        claims arose from or were related to ERISA,

    (5) equitable subordination under 11 U.S.C. Sec. 510(c) was
        proper, and

    (6) the liens should be transferred to the Debtor's estate.

Before the bankruptcy was filed, Messrs. Harrison and Eggert
commenced an action in the United States District Court for the
District of Massachusetts against Merrimac, the ESOP and the
administrators and trustees of the ESOP, alleging breach of
contract and breach of duties imposed by ERISA.  That action
remains pending and is not affected by what happens in the
Bankruptcy Court.  

Dissatisfied with the Bankruptcy Court's six-part ruling, Messrs.
Harrison and Eggert appealed to the U.S. District Court for the
District of Massachusetts.  

The District Court says it agrees with the Bankruptcy Court and
holds that Messrs. Harrison and Eggert's claims should be
subordinated pursuant to 11 U.S.C. Sec. 510(c) because they are
based on notes related to a stock repurchase agreement.

The District Court says it sympathizes with Messrs. Harrison and
Eggert.  "Together they have given over 50 years of service to
Merrimac and they did so with the justified expectation of
receiving stock or payment for their investment in the ESOP.  It
is, perhaps, ironic that the doctrine of equitable subordination
serves to render their claims lower in priority than those of
other creditors," the District Court says.  The District Court
points-out that courts repeatedly teach that stockholders of a
corporation do not become debt creditors or stand on equal footing
with trade or other creditors by virtue of selling their stock
back to the corporation, see In re New Era Packaging, Inc., 186
B.R. at 336, because a corporation acquires nothing of value when
it purchases its own stock.  In re Main Street Brewing Co., Ltd.,
210 B.R. at 664.  A stockholder who accepts a promissory note in
payment for his stock assumes the risk that the corporation may be
insolvent when the note becomes due.  Liebowitz, 56 B.R. at 224.

ERISA, the District Court says, doesn't help Messrs. Harrison and
Eggers.  "[C]onclusory statements about the equities of this
particular case do not extend to ERISA the authority to trump the
bankruptcy laws," the District Court says.  

Merrimac Paper Company, Inc., makes a wide range of Kraft
specialty and technical papers in any color.  The Company files
for chapter 11 protection on March 17, 2003 (Bankr. Mass. Case
No. 03-41477).  Andrew G. Lizotte, Esq., at Hanify & King
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed debts
and assets of over $100 million.


MILL SERVICES: Moody's Gives Planned $360M New Loans Low-B Ratings
------------------------------------------------------------------
Moody's Investors Service assigned a B1 senior implied rating to
Mill Services Corporation and assigned ratings to the proposed
$360 million of senior secured credit facilities being established
for Mill Services' two principal operating subsidiaries,
International Mill Service, Inc., and Tube City, LLC.  In
connection with its planned acquisition of Tube City, Mill
Services is seeking to amend and increase its existing
$180 million of senior secured credit facilities.  The acquisition
is expected to close in December 2004.  The rating outlook for
Mill Services is stable.

These ratings were assigned:

   * B1 for the $265 million six-year term loan secured by a first
     priority lien in all the assets of the company,

   * B1 for the $45 million five-year revolving credit facility,
     which is also secured by a first lien in all assets,

   * B3 for the $50 million seven-year term loan secured by a
     second priority lien in the collateral securing the first
     lien facilities,

   * B1 senior implied, and

   * Caa1 senior unsecured issuer rating.

These new ratings are identical to Moody's existing respective
ratings for IMS, which will be withdrawn at the conclusion of the
acquisition and financing.

The B1 senior implied rating reflects the co-borrowers' roles as
entrenched providers of mill services at over 60 North American
and Eastern European steel plants and their favorable track record
of retaining customers and expanding services and revenues at a
broad cross section of mills.  The co-borrowers often provide
different services at the same mills, which in the aggregate
represent a balanced mix of integrated and electric arc furnace
(minimill) steel plants.  Mill Services believes the acquisition
will enable it to expand cross-selling opportunities to existing
customers and increase its ability to win new customers.  The
company's business has been quite stable, which is unusual for a
company in the steel industry.  Stability has been enhanced by
Mill Services' long-standing customer relationships, good
reputation, and long-term contracts.  Moody's believes that steel
mills will continue to outsource non-core services such as
material handling, scrap management, metal recovery and slag
processing.  While the majority of Mill Services' sales are linked
to its customers' production levels and are, therefore, cyclical,
IMS has introduced fee structures that are independent of
production levels.

Moody's ratings are constrained by Mill Services' high level of
customer concentration and its dependence on sales to one highly
cyclical industry.  These factors, when combined with its highly
leveraged capital structure, make Mill Services vulnerable to the
loss or bankruptcy of a large customer, a general downturn in the
steel industry, or shifts in outsourcing trends.  Customer
concentration is high -- one steel company accounts for
approximately 30% of pro forma net sales and the top five account
for roughly 62% of sales.  While appreciative of Mill Services'
market position, Moody's believes that material organic growth may
be difficult to achieve.  Furthermore, since the winning of new
business usually requires upfront capital investment and locks it
into multi-year contracts, management must exercise great care
when bidding on new business in order to ensure that long-term
value is created.  Lastly, Mill Services' few tangible assets and
the specialized nature of its fixed assets lessens the likelihood
of full loan recovery should cash flow significantly diminish and
the company experience a payment default.

Mill Services' stable outlook is supported by its diverse customer
base, long-term contracts with a current duration of six years,
and Moody's favorable near-term outlook for the steel industry.  
The Tube City acquisition provides size and diversification
benefits and should enhance the company's ability to gain new
business.  To the extent that these factors deliver on their
potential to materially reduce debt or improve debt protection
measurements over the next 18-24 months, Moody's will raise its
ratings.  Conversely, its ratings could be pressured by erosion of
credit metrics, the loss or bankruptcy of any large customers, the
loss of key members of management, and by acquisitions that are
not accompanied by free cash flow.

The revolver and the $265 million term loan are rated the same as
the senior implied rating due to the fact that they represent a
large proportion of the company's total debt.  These two
facilities are secured by a first priority perfected lien in all
of the assets of the co-borrowers and Mill Services.  The
$50 million seven-year term loan is secured by a second priority
lien on all assets, and is rated B3, two notches lower than the
first lien facilities, due to the limited value of the tangible
assets comprising the collateral and the high level of total debt
relative to enterprise value.

The company's services are embedded within the activities of the
steel mills and are performed by Mill Services' employees
utilizing company-owned equipment.  The company offers numerous
services including material handling, scrap management and
optimization, metal recovery, slag processing, surface
conditioning (also termed "scarfing"), outsourced purchasing, and
other related services.  Outsourcing of these services is common
in the steel industry as the mills prefer to focus on core steel
making activities.  Mill Services has 30 customers and works at
mills responsible for approximately 50% of total North American
steel production.

Pro forma for the transaction, Mill Services will have
$327 million of debt and $90 million of book equity.  Its tangible
assets will be about $260 million.  Steel company bankruptcies and
challenging industry conditions have impacted historical results,
but greatly improved steel market conditions and increased North
American steel production have solidified these figures.  Mill
Services' liquidity will be provided by unused availability, net
of about $10 million for letters of credit, under its $45 million
credit facility.  Mill Services' operational liquidity needs are
minimal, although it may use the revolver to fund equipment
purchases and growth capex.

Mill Services Corporation, headquartered in Horsham, Pennsylvania,
is a leading North American provider of on-site steel mill
services such as material handling, scrap management, metal
recovery and slag processing.  Together, the two principal
operating subsidiaries of Mill Services, International Mill
Service, Inc., and Tube City, LLC, have operations at 61 mills.


ON SEMICONDUCTOR: Moody's Affirms Low-B & Junk Ratings
------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of ON
Semiconductor and its subsidiary, Semiconductor Components
Industries, LLC, following the announcement that ON Semi is
tendering for its secured outstanding notes.  Depending on the
final financing structure, Moody's believes that the transaction
is likely to reduce ON Semi's interest expense, increasing
operating flexibility, while reducing cash or increasing debt
slightly.  The outlook remains positive.

These ratings of ON Semi and Semiconductor Components Industries,
LLC are affirmed:

   * Senior implied rating of B3;

   * $25 million secured revolving credit facility and
     $320 million Tranche F Term Loan maturing through
     November 2007, both rated B3;

   * Senior secured notes due 2010 rated B3;

   * Senior secured notes (second lien) due 2008 rated Caa1;

   * Senior unsecured issuer rating of Caa1.

Moody's has not rated the $260 million convertible notes due 2024.

ON Semi has continued to generate positive cash operating cash
flow despite the slowdown in semiconductor industry growth rates,
which occurred in mid-2004, indicating success at reducing
operating costs and lowering the breakeven point.  Ratings could
rise if ON Semi continues to improve operating flexibility through
a combination of controlled costs and working capital investment.  
Changes to the capital structure, which reduce fixed expenses and
improve or maintain financial flexibility and liquidity could also
drive ratings improvement.  Ratings could stabilize or fall if ON
Semi reverses positive operating cost trends or reduces liquidity
to finance capital needs or operating losses.

The ratings for the public notes will be withdrawn if the tender
is successful, and the ratings for the existing bank debt will
also be withdrawn if the bank facilities are refinanced.  A
repurchase of the secured notes will trigger an extension of the
existing bank credit facility.

ON Semiconductor, headquartered in Phoenix, Arizona, is a leading
global manufacturer of power- and data-management semiconductors
and standard semiconductor components.  Revenues are forecast to
be above $1.2 billion for 2004.


PINNACLE ENTERTAINMENT: Closes $100 Million Sr. Sub. Debt Offering
------------------------------------------------------------------
Pinnacle Entertainment, Inc. (NYSE: PNK) has completed the public
offering of $100 million aggregate principal amount of its 8.25%
senior subordinated notes due 2012.  The notes were issued at a
price of 105.00% of par.  The notes are in addition to, and are
governed by, the same indenture as the $200 million aggregate
principal amount of such notes previously issued.  Substantially
all of the net proceeds of the offering will be used to fund the
Company's purchase of a portion of its outstanding 9.25% senior
subordinated notes due 2007 through the cash tender offer that was
commenced on November 16, 2004.

Lehman Brothers Inc. and Bear, Stearns & Co. Inc. were the joint
book-running managers of the offering.  The notes were issued
pursuant to an effective shelf registration statement on file with
the Securities and Exchange Commission.  A prospectus supplement
relating to the offering has been filed with the SEC and is
available on the SEC's website at http://www.sec.gov/ Copies of  
the prospectus, including the prospectus supplement relating to
the offering, may be obtained from:

         Lehman Brothers Inc.
         c/o ADF Financial Services
         Integrated Distribution Services
         1155 Long Island Avenue
         Edgewood, New York, 11717
         Tel. No. (631) 254-7106

            -- or --

         Bear, Stearns & Co. Inc.
         c/o Prospectus Department
         1 Metrotech Center
         Brooklyn, New York 11201
         Tel. No. (347) 643-1581

This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the 8.25% senior subordinated
notes due 2012, nor shall there be any sale of such securities in
any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.

                  About Pinnacle Entertainment

Pinnacle Entertainment owns and operates casinos in Nevada,
Mississippi, Louisiana, Indiana and Argentina, and receives lease
income from two card club casinos, both in the Los Angeles
metropolitan area. The Company is currently building a major
casino resort in Lake Charles, Louisiana and has been selected for
two casino development projects in the St. Louis, Missouri area.
Each of these development projects is dependent upon final
approval by the Louisiana Gaming Control Board and the Missouri
Gaming Commission, respectively.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 05, 2004,
Fitch Ratings has assigned a rating of 'B+' to the proposed $350
million senior secured bank facility of Pinnacle Entertainment
(NYSE: PNK) due 2008. The facility, which consists of a
$100 million senior secured revolver due 2008, a $125 million
senior secured term loan due 2010, and a $125 million senior
secured delayed draw term loan due 2010, replaces the existing
$300 million senior secured credit facility established in
December 2003. Refinancing of the bank facility provides
additional liquidity to accommodate a $40 million increase in
budget to $365 million for PNK's L'Auberge du Lac Casino & Resort
development in Lake Charles, Louisiana. Extension of the delayed
draw portion should better accommodate the timing of funding
needs, and reduce funded debt and interest expense. The Outlook
is Stable.

To date, PNK has spent just $100 million of its final $365 million
budget in Lake Charles. However, the vast majority of project
costs remaining are subject to fixed price or guaranteed maximum
price contracts, limiting the risk of additional budget increases.
Project contingency remains consistent at roughly 6% as of
June 30, 2004 despite the diminishing need for excess contingency.
The $40 million budget increase at Lake Charles includes scope
changes totaling $20 million for additional guestrooms, slot
machines, and transportation equipment, among other items.
Despite scope changes, the project remains on schedule for a
Spring 2005 opening.

PNK ratings reflect the company's heavy capital investment
schedule through 2008 and uncertainty regarding the ultimate
returns on those investments. These investments include the $365
million Lake Charles development, and two potential casino
projects in St. Louis -- a $208 million property in downtown St.
Louis which is expected to open in late 2006, and a $300 million
project in St Louis County which is expected to open in late 2007
-- for which final approval from the Missouri Gaming Commission is
required. The investments are significant in relation to the
company's operating profile (with LTM EBITDA of approximately $93
million), and free cash flow will be negative over the next
several years as a result. Nonetheless, the company retains a
high level of liquidity, which is sufficient to fund near term
projects. Pro forma for the new credit facilities and a
$33 million land sale in May 2004, total liquidity exceeds
$566 million, including roughly $341 million in cash on hand and
$225 million in borrowing capacity.

PNK benefits from a somewhat diversified portfolio of assets
(albeit in a number of competitive markets such as Reno, NV and
Biloxi, MS), which provides stability to operating results. Since
new management assumed control in early 2002, operating results
have improved markedly with same-store LTM March 31, 2004 EBITDA
40.1% higher than FYE 2001 EBITDA. This primarily reflects a
particularly strong turnaround at Belterra in Vevay, Indiana and
improved margin performance due to focused cost-cutting efforts.
Given its dependence on overnight visitation, future results at
Belterra should benefit from the $37 million hotel expansion
completed in May 2004.

Pro forma for the new credit facilities and May land sale, Fitch
estimates net leverage stood at 3.6 times (x) at March 31, 2004.
Net debt/EBITDA is expected to peak at approximately 6.0x early
2005, prior to the projected spring 2005 opening of the Lake
Charles property. Leverage is then projected to drop by fiscal
year-end 2005, followed by modest external borrowings required to
complete the second St. Louis project. Timing of PNK's major
capital investments is prudently sequenced so that financing for
the St. Louis projects benefit from cash flows provided by
completed projects. Over the long-term, leverage will primarily
decline through incremental new store EBITDA, as debt reduction
will be precluded by heavy investment spending through 2008.
Failure to achieve adequate returns on the company's three
projects would limit the company's capacity to reduce leverage and
long-term access to new capital or refinancing requirements.

Further support is derived from the relatively marketable nature
of the assets underlying the debt. PNK's five U.S. casino
properties provide substantial over-collateralization of senior
secured debt, and more than adequate support for subordinated debt
when factoring in PNK's assets under development. PNK would also
have the option of bringing in equity partners for its development
properties if conditions warranted. Subordinated debtholders are
further subordinated as a result of this refinancing, but remain
reasonably positioned behind the relatively large tranche of bank
debt.


PITTSBURGH CITY: Fitch Puts BB Rating on Rating Watch Positive
--------------------------------------------------------------
Fitch Ratings revised the Rating Watch on the 'BB' rating on the
City of Pittsburgh, Pennsylvania's approximately $840 million
outstanding general obligation bonds, to Positive from Negative.  
The Rating Watch revision reflects the recent approval by the
commonwealth of new tax revenues for Pittsburgh that should allow
for tightly balanced operations in 2005 and slowly improving
reserve levels over the next several years.  The state's action
led the city council to approve a spending plan sanctioned by the
two separate, commonwealth-appointed financial review boards.  The
'BB' rating and Watch Negative status had been in place since
Nov. 7, 2003.

GO ratings below investment grade level are unusual for U.S. local
governments and typically reflect unique, acute financial
pressures.  For Pittsburgh, the 'BB' rating is based on extremely
tight liquidity throughout 2004, leading to a projected year-end
cash flow deficit of approximately $2 million that will be offset
by deferral of a $4 million reimbursement payment to the city
school district.  Pittsburgh timely made all debt service payments
in 2004 and expects to fully meet all vendor and payroll
obligations for the remainder of the year.  A $40 million line of
credit with three regional banks has been established to meet cash
flow needs in the first quarter of 2005 until the new revenues and
annual property tax payments come in.  Terms are reported to be
100 basis points over LIBOR; the city does not expect to draw the
entire line.

Fitch expects to review the 'BB' rating over the next few months.
Key to rating improvement will be final adoption of a 2005 budget
in mid-December by city council that complies with the spending
plan approved by the oversight boards.  Failure to adopt such a
budget would jeopardize receipt of the newly approved taxes, which
would be escrowed pending an approved fiscal plan.  Fitch will
also evaluate the city's compliance with imposed spending
controls, revenue yield from the new taxes in relation to
projections, and the city's multiyear plans to improve liquidity
and meet capital needs with still-tenuous market access.  Given
robust state oversight and significant new revenue, Fitch
anticipates a return to investment grade credit standing over a
relatively short period.


PRIMEDEX HEALTH: James Goldfarb Resigns from Board of Directors
---------------------------------------------------------------
James Goldfarb, serving as a director for Primedex Health Systems,
Inc., resigned as of Nov. 24, 2004.  The company disclosed the
event in a one-sentence regulatory filing with the Securities and
Exchange Commission last week.  

As detailed in the Troubled Company Reporter on Dec. 2, 2004, some
of Primedex's subsidiaries issued $19.2 million of Senior Secured
Notes to certain investment funds managed by Post Advisory Group,
LLC.  

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

On Sept. 4, 2003, Primedex filed a Prepackaged Chapter 11 Plan of
Reorganization (Bankr. C.D. Calif. LA03-33211-AA).  The Bankruptcy
Court confirmed the Primedex's plan on Oct. 8, 2003, and emerged
from chapter 11 on Oct. 20, 2003.  Anne E. Wells, Esq., at Levene,
Neal, Bender, Rankin & Brill LLP, represented the company in the
prepackaged chapter 11 proceeding.

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


PURVI: Wants to Hire Lefkovitz & Lefkovitz as Bankruptcy Counsel
----------------------------------------------------------------         
Purvi Petroleum III, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Tennessee for permission to employ the Law
Offices of Lefkovitz & Lefkovitz as its bankruptcy counsel.

Lefkovitz & Lefkovitz is expected to:

   a. advise the Debtor as to its rights, duties and powers as
      a debtor-in-possession;

   b. prepare and file the statements, schedules, plans, and other
      documents and pleadings necessary to be filed by the Debtor
      in its bankruptcy  proceedings;

   c. represent the Debtor at all hearings, meetings of creditors,
      conferences, trials and any other proceedings in its chapter
      11 case; and

   d. perform other legal services as may be necessary in
      connection with the Debtor's chapter 11 case.

Steven L. Lefkovitz, a Member at Lefkovitz & Lefkovitz, is the
lead attorney for the Debtor's restructuring. Mr. Lefkovitz
discloses that the Firm would receive a $15,000 retainer. For his
professional services, Mr. Lefkovitz will bill the Debtor $325 per
hour.

Mr. Lefkovitz reports Lefkovitz & Lefkovitz's professionals bill:

    Designation       Hourly Rate
    -----------       -----------
    Associates           $160
    Paralegals             65

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

Headquartered in La Vergne, Tennessee, Purvi Petroleum III, LLC,
filed for chapter 11 protection on November 30, 2004 (Bankr. M.D.
Tenn. Case No. 04-14423). When the Company filed for protection
from its creditors, it listed total liabilities of $16,461,000.


RCN CORP: Wants Court to Approve City of Chicago Release Pact
-------------------------------------------------------------
RCN Cable TV of Chicago, Inc., is a party to four separate  
non-exclusive franchise agreements with the City of Chicago.   
Under the Franchise Agreements, RCN Chicago is:

   (a) authorized to construct, install, maintain and operate
       a cable television system in Areas 1, 2, 3 and 4 of
       Chicago;

   (b) required to submit construction schedules for Areas 2,
       3 and 4, and make certain fixed capital cost payments to
       Chicago Access Corporation; and

   (c) required to post, as security for its performance
       under the Franchise Agreements:

       -- Surety Bonds of $3,000,000 for each of Franchise Areas
          2, 3 and 4, and $1,000,000 for Franchise Area 1,
          aggregating $10,000,000; and

       -- a $350,000 Letter of Credit for each Franchise Area for
          a total of $1,400,000.

                      Modification Petition

Under the Franchise Agreements, RCN Chicago is to construct cable  
systems in the Franchise Areas in accordance with construction  
schedules to be submitted and periodically updated.  However, in  
light of the financial difficulties facing RCN Chicago, on  
November 12, 2002, the City approved a significantly reduced  
construction schedule for Franchise Area 2 for 2003.

On December 10, 2002, RCN Chicago and the City entered into an  
agreement to amend the Franchise Agreements.  This deferred RCN  
Chicago's construction schedule obligations.  On October 3, 2003,  
RCN Chicago filed a proposed construction schedule and map for  
Franchise Area 2 for 2004.

When the telecommunications industry collapsed, RCN Chicago
was unable to obtain sufficient financing to maintain its  
operations, much less increase the scope of its operations.   
Among other things, RCN Chicago estimated that the cost of  
completing the build-out requirements for Areas 2, 3 and 4 would
exceed $350,000,000.  Therefore, on December 12, 2003, RCN  
Chicago filed a petition with the Chicago Cable Commission
pursuant to 47 U.S.C. Section 545 seeking certain changes to the  
Franchise Agreements because they were commercially  
impracticable.  

The Modification Petition sought to eliminate any additional  
construction or build-out requirements, reduce the Surety Bond  
requirements and certain PEG capital cost payments to the CAC for  
Franchise Area 2, and eliminate the construction requirements and  
all related obligations for Franchise Areas 3 and 4.

             RCN's Continuing Financial Difficulties
                     and the City's Responses

Following the filing of the Modification Petition, RCN Chicago's  
and RCN Corporation's financial condition continued to worsen.   
At the same time, the City passed resolutions urging RCN Chicago  
to comply with the Franchise Agreements, even though RCN  
Chicago's financial condition made that impracticable.

Ultimately, despite the pending Modification Petition, the City  
purported to impose multi-million dollar fines on RCN Chicago for  
its alleged non-compliance with the very provisions of the  
Franchise Agreements it sought to have modified through the  
Modification Petition.

On February 21, 2004, the City sent demand letters to Travelers  
Casualty & Surety Company of America for payment under the Surety  
Bonds for Franchise Areas 2, 3 and 4.  On February 23, the City  
drew down the Letters of Credit for Franchise Areas 2, 3 and 4.

On April 9, 2004, almost two months after the City declared RCN  
Chicago in violation of the Franchise Agreements and began  
imposing multi-million dollar fines, the City issued its decision  
denying the Modification Petition and the relief requested.

       The Bankruptcy Filings and the Adversary Proceeding

Following the initial RCN bankruptcy filings, RCN Corp. and RCN  
Chicago continued for several months to negotiate with the City  
to resolve their disputes regarding the Franchise Agreements  
without further litigation.  Concerned that the City would  
continue to pursue a recovery for its purported damages and other  
fines and fees assessed against RCN Corp. or RCN Chicago, RCN  
Chicago filed its bankruptcy petition on August 5, 2004.

At the same time, RCN Corp. and RCN Chicago filed an adversary
complaint against the City seeking:

   (a) injunctive relief preventing the City from taking any
       further actions to collect from or assess against RCN
       Corp. or RCN Chicago any amounts in connection with the
       Franchise Agreements;

   (b) approval of the Modification Petition; and

   (c) damages for the City's alleged violations of federal law,
       including but not limited to Section 525 of the Bankruptcy
       Code.

In addition, RCN Corp. and RCN Chicago filed a request for  
temporary restraining order.

On August 6, 2004, the Bankruptcy Court held an initial hearing  
with respect to the TRO request.  At that hearing, counsel for  
the City consented to a standstill until the request of RCN Corp.  
and RCN Chicago for a preliminary injunction could be heard and  
determined.

Following arm's-length negotiations, the City, RCN Corp. and RCN  
Chicago carved a stipulation and order for a standstill pending  
hearing on preliminary injunction.  The Bankruptcy Court approved  
the stipulation on August 11, 2004.

Pursuant to the Standstill Order, the City was prohibited from  
taking any action to collect any fines, damages or penalties by  
drawing on the Surety Bonds, and had until September 13, 2004, to  
respond to the Complaint and the preliminary injunction  
application.  RCN Corp. and RCN Chicago had until September 20,  
2004, to reply.

The Parties subsequently exchanged discovery requests and
scheduled depositions.  To facilitate settlement discussions, the  
Parties agreed to further extensions of the Standstill Order that  
were approved by the Bankruptcy Court.  Pursuant to the latest  
extension, the City had until November 15, 2004, to file  
responsive pleadings to the TRO request and the preliminary  
injunction hearing was scheduled for December 2, 2004.

On October 4, 2004, RCN Corp. and RCN Chicago filed a complaint  
before the U.S. District Court for the Northern District of  
Illinois seeking declaratory and injunctive relief against the  
City.  That complaint was filed to preserve the statute of  
limitations set forth in 47 U.S.C. Section 555(a), as extended by  
Section 108(b) of the Bankruptcy Code, until the Bankruptcy Court  
could resolve certain jurisdictional issues that might have been  
raised by the City in the adversary proceeding.

                 Release and Settlement Agreement

Subsequently, the Parties entered into an agreement to  
compromise, settle and release all disputes between them.  

The Debtors ask the Bankruptcy Court to authorize RCN Corp. and
RCN Chicago to enter into, and perform under, the Release and
Settlement Agreement.

The salient terms of the Settlement Agreement include:

   (1) The City will retain all amounts it previously drew from
       the Letters of Credit.  Two days after the Effective Date
       of the Settlement Agreement, RCN Corp. will pay the City
       $3,450,000.

   (2) The Areas 3 and 4 Franchise Agreements will be rejected
       and all of RCN Chicago's rights and obligations under the
       Agreements will be extinguished.  The Surety Bonds with
       respect to the Areas 3 and 4 Franchise Agreements will be
       released to RCN Corp.

   (3) The Areas 1 and 2 Franchise Agreements will be assumed by
       RCN Chicago.  The Area 2 Franchise Agreement will be
       assumed, as modified by the Settlement Agreement.
       Specifically, with respect to Area 2, the Franchise
       Agreement will be modified so that RCN Chicago will only
       be required or allowed to offer cable television services
       to the homes and businesses that can be served by laterals
       from existing network facilities as of the Effective Date.
       Accordingly, all current and future build-out obligations
       set forth in the Area 2 Franchise Agreement will be
       terminated.  Moreover, RCN Chicago will have the right to
       terminate the Area 2 Franchise Agreement without penalty
       in the event RCN Chicago determines in the future not to
       continue to provide cable television services in Area 2.

   (4) RCN Corp. will provide the City access to four dedicated
       dark fiber strands on certain parts of the RCN Network and
       six dedicated dark fiber strands in certain other parts of
       the RCN Network.  The provision of these fibers, as set
       forth in a Dark Fiber IRU Agreement, will be in exchange
       for the City's agreement to modify the Area 2 Franchise
       Agreement.

   (5) RCN Corp will withdraw the Modification Petition and
       related litigation.  In addition, mutual releases will be
       granted by RCN Corp. and the City with respect to the
       Franchise Agreements.

   (6) The Parties contemplate these events to occur before the
       Settlement Effective Date:

       -- The City has completed its review and analysis of the
          financial information provided by RCN Corp. regarding
          RCN Corp.'s financial ability to meet the construction
          build-out requirements set forth in the Areas 2, 3 and
          4 Franchise Agreements;

       -- The City and RCN have executed the Dark Fiber Agreement
          to govern the City's use of certain RCN fibers;

       -- The Debtors shall have resolved their disputes with
          CAC and obtained Bankruptcy Court approval of any
          settlement; and

       -- Both the City and the Debtors shall have obtained all
          necessary approvals for entering into the Agreement and
          the Dark Fiber Agreement.

   (7) The deadline for the City to file a proof of claim in the
       RCN Chicago bankruptcy case will be March 31, 2005.

   (8) The Effective Date of the Agreement will be the later of
       the receipt of:

       -- a final order from the Bankruptcy Court approving the
          Agreement; or  

       -- final City Approvals of the Agreement.

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

     http://bankrupt.com/misc/chicago_release&settlement_agreement.pdf  

D. Jansing Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in New York, explains that the Settlement Agreement allows  
RCN Chicago to continue to operate in Chicago under improved  
economic terms.  Accordingly, the Agreement creates substantial  
value for the Debtors and their estates.  In exchange, the City  
will receive a lump sum payment for agreeing to modify one of the  
franchise agreements and the right to use certain "dark" fibers.   
The Agreement avoids the risks of continued litigation, and must,  
therefore, be approved.

           Debtors File Dark Fiber Agreement Under Seal

Mr. Baker relates that the Dark Fiber Agreement and its  
attachments contain commercial information that is proprietary,  
confidential and highly sensitive.  In particular, the  
Confidential Material contains detailed information describing  
the specifications for RCN Chicago's cable network.  This  
information is customarily not disclosed to the public or made  
available to other competing cable companies.

The City has expressed its desire to keep information relating to  
the cable system confidential for a number of reasons, including  
security concerns.  Given the highly competitive nature of the  
telecommunications industry, it is of the utmost importance to  
the Debtors and the City that the details of the Dark Fiber  
Agreement be kept a secret so that competitors or others may not  
use the information to gain a strategic advantage over the  
Debtors in the marketplace or cause any harm.

Mr. Baker further notes that disclosure of the Confidential  
Material is not necessary for the protection of the public, the  
Debtors' creditors, or third parties because:

   (a) the documents containing the Confidential Materials are
       subject to the Court's approval;

   (b) the Debtors propose to provide copies of the Confidential
       Material to certain parties-in-interest; and

   (c) the Debtors' request describes the Settlement Agreement
       and the Dark Fiber Agreement in appropriate and sufficient
       detail.

Hence, the Debtors seek the Court's authority to file the Dark  
Fiber Agreement under seal.  The Debtors will make the  
Confidential Material available to:

   -- the U.S. Trustee,

   -- the Committee's counsel,

   -- counsel to other statutory committee appointed in their
      Chapter 11 cases, and

   -- other parties as ordered by the Court or agreed to by the
      Debtors and the City.

Headquartered in Princeton, New Jersey, RCN Corporation --
http://www.rcn.com/-- provides bundled Telecommunications  
services. The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13638) on
May 27, 2004. Frederick D. Morris, Esq., and Jay M. Goffman,
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 $1,486,782,000 in
assets and $1,820,323,000 in liabilities. (RCN Corp. Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


RECYCLED PAPERBOARD: Wants to Hire Greenbaum as Bankruptcy Counsel
------------------------------------------------------------------
Recycled Paperboard, Inc. Of Clifton asks the U.S. Bankruptcy
Court for the District of New Jersey for permission to employ
Greenbaum, Rowe, Smith & Davis LLP as its general bankruptcy
counsel.

Greenbaum Rowe is expected to:

   a) assist the Debtor in the preparation of its schedules of
      assets and liabilities and statement of financial affairs;

   b) advise the Debtor with respect to its powers and duties as
      a debtor-in-possession in the management of its property;

   c) negotiate with creditors of the debtor-in-possession and
      take the necessary legal steps to confirm and consummate a
      Plan of Reorganization;

   d) prepare on behalf of Debtor, all necessary applications,
      answers, proposed orders, reports and papers to be filed in
      this matter;

   e) appear before the bankruptcy court to represent and protect
      the interests of the debtor-in-possession and its estate;
      and

   f) perform all other legal services for the debtor-in-
      possession which may be necessary and proper for its
      effective reorganization as well as all professional
      services customarily required by the Debtor.

David L. Bruck, Esq., and Robert E. Schiappacasse, Esq., are the
lead attorneys for Recycled Paperboard's restructuring. Mr. Bruck
discloses that the Firm received a $25,000 retainer. For their
professional services, Mr. Bruck will bill the Debtor $375 per
hour while Mr. Schiappacasse will charge at $210 per hour.

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

Headquartered in Clifton, New Jersey, Recycled Paperboard Inc.,
manufactures recycled mixed paper and newspaper to make index, tag
& bristol, and blanks. The Company filed for chapter 11 protection
on November 29, 2004 (Bankr. D.N.J. Case No. 04-47475). When the
Debtor filed for protection from its creditors, it listed total
assets of $17,800,000 and total debts of $41,316,455.


RECYCLED PAPERBOARD: Wants to Hire Bederson Company as Accountants
------------------------------------------------------------------
Recycled Paperboard Inc. of Clifton asks the U.S. Bankruptcy Court
for the District of New Jersey for permission to employ Bederson &
Company LLP as its accountant.

Bederson & Company is expected to:

   a) provide assistance to the Debtor with regards to general
      accounting matters;

   b) provide accounting services in connection with preparation
      of tax returns for the Debtor; and

   c) provide the Debtor with feasibility advice.

Timothy King, C.P.A., a Partner Bederson & Company, discloses that
the Firm received a $25,000 prepetition retainer. For his
professional services, Mr. King will bill the Debtor $330 per
hour.

Mr. King reports Recycled Paperboard's professionals bill:

    Professional        Designation           Hourly Rate
    ------------        -----------           -----------
    Edward P. Bond      Senior Partner           $375
    Matthew Schwartz    Partner                   325
    P. Dermot O'Neill   Partner                   325
    Charles Lunden      Partner                   325
    Shari Hartstein     Manager                   250
    Kimberly Sevonty    Manager                   240
    Anthony Cecil       Manager                   200
    Stephen Max         Manager                   190
    Joseph Puskas       Manager                   190
    Robert Pieloch      Senior Accountant         175
    Lionel Parnes       Paraprofessional           95
    Carol Popola        Paraprofessional           95

Bederson & Company assures the Court that it does not represent
any interest adverse to the Debtor or its estate.

Headquartered in Clifton, New Jersey, Recycled Paperboard Inc.,
manufactures recycled mixed paper and newspaper to make index, tag
& bristol, and blanks. The Company filed for chapter 11 protection
on November 29, 2004 (Bankr. D.N.J. Case No. 04-47475). David L.
Bruck, Esq., at Greenbaum, Rowe, Smith & Davis LLP, represent the
Debtor in its restructuring.  When the Debtor filed for protection
from its creditors, it listed total assets of $17,800,000 and
total debts of $41,316,455.


ROBINS CONTRACTING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Robins Contracting, Inc.
        151 Upper Lynch Creek Road
        Plains, Montana 59859

Bankruptcy Case No.: 04-63610

Chapter 11 Petition Date: December 2, 2004

Court: District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: William R. Baldassin, Esq.
                  Baldassin & Associates, P.C.
                  1821 South Avenue West, 5th Floor
                  Missoula, MT 59801
                  Tel: 406-721-2120

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Sterling Savings Bank                      $315,284
123 South Main Street
Livingston, MT 59047

Sterling Savings Bank                      $269,820
123 South Main Street
Livingston, MT 59047

Heritage Bank                              $165,000
P.O. Box 1830
Havre, MT 59501

Internal Revenue Service                    $80,584

D W Burns Plumbing & Heating                $59,027

Sterling Savings Bank                       $48,205

D & B RMS                                   $29,309

Montana State Fund                          $29,309

SafeCo Insurance                            $28,758

Idaha Asphalt Supply, Inc.                  $29,000

Petrosol International, Inc.                $24,000

Black Diamond                               $21,288

Sterling Savings Bank                       $18,771

Habets Construction                         $15,000

Beneficial                                  $10,201

Excel Equipment Company, Inc.               $10,000

Two Tone, Inc.                              $10,000

Amerigas                                     $8,590

Dennis Menders                               $8,500

Department of Labor & Industry               $8,500


SBA COMMUNICATIONS: S&P Junks $250 Million Senior Debt Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC-' rating to
Boca Raton, Florida-based wireless tower operator SBA
Communications Corp.'s $250 million 8.50% senior notes due 2012,
issued under Rule 144A with registration rights.  Proceeds will be
used to fund the repurchase of the company's $236 million in
10.25% senior notes (2009 maturity), currently being conducted
through a tender offer.  Existing ratings for SBA, including the
'CCC+' corporate credit rating, and its SBA Senior Finance, Inc.,
funding entity were affirmed.  The outlook is stable.

"The transaction provides a modest improvement in overall interest
expense and debt repayment requirements, although not sufficient
to affect the overall rating, given the company's very weak
financial profile," explained Standard & Poor's credit analyst
Catherine Cosentino.  "The rating does, in fact, reflect SBA's
substantial leverage."  Total debt was about $888 million at
Sept. 30, 2004, and debt to annualized EBITDA was an aggressive
11.5x for the nine months ended Sept. 30, 2004, including
operating lease adjustments and excluding restructuring and asset
impairment charges.

The company derives its revenues from tower leases on its 3,000
sites, as well as from site development services. SBA leases
antenna space on towers owned and operated by the company,
primarily to the major wireless carriers and their affiliates
under long-term contracts with annual rent escalator provisions.  
The leasing business accounts for about 60% of total revenues and
90% of EBITDA.  In site development services, the company serves
as a consultant to wireless service providers in areas of site
acquisition, network planning, radio frequency engineering, and
construction.  This business accounts for about 40% of total
revenues and about 10% of EBITDA.  The company's relatively
sizable exposure to the low-margin site development business
contributes to a low EBITDA margin relative to other tower
operators.


SCHLOTZSKY'S INC.: Committee Attacks NS Assoc.'s Secured Claims
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Schlotzsky's, Inc.'s chapter 11 case asks the Honorable Leif M.
Clark of the United States Bankruptcy Court for the Western
District of Texas, San Antonio Division, for permission to sue NS
Associates I Ltd.  The Committee says its review of NS Associates'
liens and security interests in the Debtors' trademarks and
intellectual property shows that they aren't as solid as NS
Associates asserts.  If the Committee can invalidate those liens,
greater value could flow to unsecured creditors.  

As reported in the Troubled Company Reporter on Jan. 13, 2004,
Schlotzsky's modified and extended the terms of its note payable
with its largest creditor, NS Associates I Ltd.

"These changes are very positive for the Company as they
significantly decrease the Company's debt service requirements for
the next two years," Monica Landers, a Company spokesperson, said
at the time.

In exchange for reduced payments and interest rates, NS Associates
received a security interest in Schlotzsky's trademarks and other
intellectual property.  In addition, John C. Wooley, president and
CEO of Schlotzsky's, and Jeffrey J. Wooley, senior vice president,
each agreed to extend certain prior loans that they had made to
the Company and to subordinate those loans to the security
interest held by NS Associates.  

Headquartered in Austin, Texas, Schlotzsky's, Inc. --
http://www.schlotzskys.com/-- is a franchisor and operator of  
restaurants. The Debtors filed for chapter 11 protection on
August 3, 2004 (Bankr. W.D. Tex. Case No. 04-54504). Amy Michelle
Walters, Esq., and Eric Terry, Esq., at Haynes & Boone, LLP,
represent the Debtors in their restructuring efforts. When the
Debtors filed for protection from its creditors, they listed
$111,692,000 in total assets and $71,312,000 in total debts.


SCOTT ACQUISITION: Has Until Jan. 10 to Make Lease Decisions
------------------------------------------------------------               
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware extended, until January 10, 2005, the period
within which Scott Acquisition Corp., and its debtor-affiliates,
can elect to assume, assume and assign, or reject their unexpired
nonresidential real property leases.

The Debtors explain to the Court that they are tenants to certain
non-residential real property leases and sub-lessors under certain
unexpired non-residential real property leases. The majority of
those unexpired leases are store locations where the Debtors
conduct their business, while the rest are their corporate offices
and parking lot locations.

The Debtors remind the Court that since the Petition Date, they
have been preoccupied with the continued operation of their
business and addressing creditor issues and concerns in relation
to their bankruptcy proceedings. They have only decided to reject
five unexpired leases, which were approved by the Court on
October 12, 2004.

The Debtors explain that the extension will give them more time to
analyze and evaluate strategies with respect to their remaining
unexpired leases and determine which of the leases would fit
within the their overall business plan and geographic focus.

The Debtors assure Judge Walsh that the extension will not
prejudice the landlords under the unexpired leases and they are
current on all post-petition rent obligations under the leases.

The Court's order does not prejudice the Debtors' right to seek a
further extension of their lease decision period. It also does not
prejudice the rights of the landlords or sub-landlords under the
unexpired leases to seek a Court order to compel the Debtors to
assume or reject the leases before the January 10 extension
deadline.

Headquartered in Winter Haven, Florida, Scott Acquisition Corp.,  
is a retailer of a wide range of building materials and home  
improvement products serving the "do-it-yourself" market for  
individual homeowners, as well as the professional builder and  
commercial markets. The Debtors filed for protection on Sept. 10,
2004 (Bankr. D. Del. Case No. 04-12594). Brendan Linehan Shannon,
Esq., and M. Blake Cleary, Esq., at Young Conaway Stargatt &
Taylor, LLP represent the Debtors in their restructuring  
efforts. When the Company and its debtor-affiliates filed for  
protection from their creditors, they reported $45,681,000 in
assets and debts.


SCOTT ACQUISITION: Gets Okay to Hire Ordinary Course Professionals
------------------------------------------------------------------            
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware gave Scott Acquisition Corp., and its debtor-
affiliates permission to continue to retain, employ and pay
professionals they turn to in the ordinary course of their
business without bringing formal employment applications to the
Court.

In the day-to-day operation of their business, the Debtors
regularly call upon various professionals, including attorneys,
accountants, brokers, financial advisors, actuaries and
consultants. Those ordinary course professionals render services
in a variety of areas, including employee benefits and claims
matters, litigation, state and local tax matters, and information
technology and accounting services.

Because of the nature of the Debtors' business, it would be a
substantial burden on their part, the Court and the U.S. Trustee
to require the Debtors to submit individual retention motions and
compensation applications for each of the Ordinary Course
Professionals

The Debtors assure the Court that:

   a) no Ordinary Course Professional will be involved in the
      administration of the Debtors' chapter 11 case;

   b) each Ordinary Course Professional would submit an invoice to
      Debtors on a regular basis that details the nature of the
      services rendered and the corresponding charges and
      expenses;

   c) no Ordinary Course Professional will be paid in excess of
      $24,000 per month; and

   d) in the event that the requests for compensation and
      reimbursement of an Ordinary Course Professional exceeds the
      $24,000 per month limit, that Professional will submit a
      formal approval application to the Court in accordance with
      Sections 330 and 331 of the Bankruptcy Code.

The Debtors assure the Court that although some of the Ordinary
Course Professionals may hold minor amounts of unsecured claims,
they believe that none of them have an interest adverse to the
Debtors, their creditors, or other parties in interest.

Headquartered in Winter Haven, Florida, Scott Acquisition Corp.,  
is a retailer of a wide range of building materials and home  
improvement products serving the "do-it-yourself" market for  
individual homeowners, as well as the professional builder and  
commercial markets. The Debtors filed for protection on Sept. 10,
2004 (Bankr. D. Del. Case No. 04-12594). Brendan Linehan Shannon,
Esq., and M. Blake Cleary, Esq., at Young Conaway Stargatt &
Taylor, LLP represent the Debtors in their restructuring  
efforts. When the Company and its debtor-affiliates filed for  
protection from their creditors, they reported $45,681,000 in
assets and debts.


SOLA INT'L: Inks Merger Pact with Carl Zeiss & EQT III
------------------------------------------------------
SOLA International Inc. (NYSE:SOL) said a newly formed company,
which will consist of the eyeglass business of Carl Zeiss AG
(carved-out in a company with limited liability retrospective
October 1, 2004) and will be owned by Carl Zeiss AG and EQT III
fund, has signed a definitive merger agreement with SOLA whereby
the new enterprise will pay $28.00 per share in cash for SOLA's
common stock.  The total purchase price, including the assumption
of approximately $285 million of debt, is approximately
$1.1 billion and represents a premium of approximately 30% to the
December 3, 2004 closing price of SOLA.  The newly formed company
will be owned 50:50 by Carl Zeiss AG and EQT.

Jeremy C. Bishop, President and Chief Executive Officer of SOLA,
said, "This transaction offers significant benefits to
shareholders, customers, suppliers and employees of SOLA and Carl
Zeiss.  The combined company will have revenues of approximately
EUR 800 million, employ approximately 9,000 people and position
the company as a leading provider of ophthalmic lenses globally.  
Further, this merger represents an ideal strategic fit for SOLA as
it enables the company to strengthen its geographic presence in
Europe and Asia Pacific and provide for improved utilization of
the company's manufacturing and distribution facilities."

Dr. Michael Kaschke, Member of the Executive Board of Carl Zeiss
AG, said: "I am excited that we can develop the Carl Zeiss
eyeglass business with its technology, innovative products and
strong Zeiss brand into a real global company.  The merger with
SOLA is an excellent opportunity to create a company that is
represented in all important markets across the globe."

Udo Philipp, Partner at EQT Partners, said, "EQT is excited to act
as a catalyst in combining these two great companies.  EQT looks
for companies with strong market position, excellent management,
and potential for growth.  Both SOLA and Carl Zeiss fit this
profile.  Our intent will be to assist management in the company
in its efforts to improve the merged company's competitive
position and thereby its profit and cash flow."

Completion of the transaction, which has been unanimously approved
by the boards of directors of the companies, is subject to
customary closing conditions, including approval by SOLA
shareholders, United States and international anti-trust
approvals, completion of the financing for the merger and Carl
Zeiss' contribution of its business to the newly formed company.
The newly formed company has received a commitment letter for a
portion of the financing needed to complete the merger.  The
commitment letter does not contain any significant conditions
other than those set forth in the merger agreement and the
completion of definitive documentation.  The remainder of the
financing will be provided by Zeiss and EQT.  The merger is
expected to be completed during the first calendar quarter of
2005.

UBS Securities LLC served as a financial advisor to SOLA.  Cahill
Gordon & Reindel LLP and Gardner Carton & Douglas LLP jointly
served as SOLA's legal advisors.

In connection with the proposed merger, SOLA will file a proxy
statement with the Securities and Exchange Commission.  INVESTORS
AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN
IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORANT
INFORMATION.  Investors and security holders may obtain a free
copy of the proxy statement (when available) and other documents
filed by SOLA with the Commission at the Commission's web site at
http://www.sec.gov/ Free copies of the proxy statement, once  
available, and other filings with the Commission may also be
obtained from SOLA.  Free copies of Sun filings may be obtained by
directing a request to:

         Jeff Cartwright
         Investor Relations
         SOLA International Inc.
         10590 West Ocean Air Drive
         Suite 300
         San Diego, California 92130

SOLA and its officers and directors may be deemed to be
participants in the solicitation of proxies from their respective
shareholders with respect to the transactions contemplated by the
proposed merger.  A description of the interests of the directors
and executive officers of SOLA is set forth in the Company's proxy
statement for its 2004 annual meeting, which was filed with the
SEC on June 30, 2004 and will be set forth in the proxy statement.

                         About Carl Zeiss

Carl Zeiss is a leading international group of companies operating
worldwide in the optical and opto-electronic industry. Carl Zeiss
AG is headquartered in Oberkochen, Germany. The Carl Zeiss Group
is structured as six business groups that operate with sole
responsibility. They are generally ranked first or second in the
three strategic markets of biosciences and medical technology,
system solutions for industry and optical consumer goods. They
offer products and services for biomedical research and medical
technology, system solutions for the semiconductor, automotive and
mechanical engineering industries, as well as high quality
consumer goods such as eyeglass lenses, camera lenses and
binoculars. The Carl Zeiss Group is directly represented in more
than 30 countries and operates production facilities in Europe,
America and Asia. In fiscal year 2004 the global workforce of
approximately 13,700 employees generated revenue of about EUR 2.1
billion. Further information is available at http://www.zeiss.com/

                              About EQT

EQT is one of Europe's most renowned private equity companies. EQT
was founded in 1994 in Sweden by Investor AB, part of the
Wallenberg group. EQT's strategy is an active ownership in close
co-operation with the management of the companies it acquires, to
develop and implement value-enhancing growth strategies. Today EQT
is the leading North European group of private equity funds with
equity commitments exceeding EUR 5 billion. EQT Partners, acting
as the exclusive investment advisor to all EQT funds, has offices
in Munich, Stockholm, Copenhagen and Helsinki. EQT private equity
funds have invested in more than 30 companies, with combined sales
in excess of EUR 7 billion. For additional information, visit the
Company's web site at http://www.eqt.se/

                     About Sola International

SOLA designs, manufactures and distributes a broad range of
eyeglass lenses, primarily focusing on the faster-growing plastic
lens segment of the global lens market, and particularly on
higher-margin value-added products.  SOLA's strong global presence
includes manufacturing and distribution sites in three major
regions: North America, Europe and Rest of World (primarily
Australia, Asia and South America) and approximately 6,600
employees in 27 countries servicing customers in over 50 markets
worldwide.  For additional information, visit the Company's web
site at http://www.sola.com/

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2004,
Standard & Poor's Ratings Services revised the outlook of SOLA
International, Inc., to negative from stable and affirmed the
'BB-' corporate credit rating on the company.  "The outlook
revision reflects our heightened concern that SOLA will be unable
to comply with Section 404 of the Sarbanes-Oxley Act by March 31,
2005, the company's fiscal year-end," S&P said.  Section 404
mandates that a company's auditor identify "any material internal
control weakness" in attesting to whether management has
sufficient operational command to produce reliable and compliant
financial reports.  SOLA's external auditors have identified
internal control deficiencies.

"Although SOLA has taken various steps to improve these internal
controls by hiring accounting staff and outside consultants,
implementing more rigorous documentation, and creating audit
checklists for controllers in its countries of operation, such a
comprehensive overhaul of the company's procedures is daunting,"
said Standard & Poor's credit analyst Cheryl Richer. "Management
believes its disclosure controls and procedures are not yet
effective."


SOUTHEAST AIRLINES: Suspends Operations & Cancels All Flights
-------------------------------------------------------------
Southeast Airlines has suspended airline operations and cancelled
all flights.  "We apologize for the inconvenience this will cause
to our customers, vendors and employees," the company says on its
Web site, adding that it "sincerely thank[s its] loyal employees,
customers and vendors for their dedication, support and efforts."

The carrier tells customers they should ask their credit card
companies to "charge back" any amount paid for unused tickets or,
if the ticket was purchased with cash, check or a debit card,
should contact United Bank at 727.898.2265 for a refund.  Airtran,
Southwest Airlines and US Airways have offered to help stranded
passengers.  Southeast says it "is making arrangements to have
mishandled luggage returned directly to its owners."

Because the carrier shut down operations, United Bank, in turn,
froze the company's bank accounts, including its payroll account.  
Employee paychecks bounced.  The Bank has advised the United
States Department of Labor-Wage and Hour Division that the funds
to back those paychecks are on deposit, but hasn't lifted the
freeze.  

Southeast Airlines is based in Largo, Florida.  The carrier said
"uncontrollably high" fuel costs forced the shutdown.  

Southeast ran charter flights between Allentown/Bethlehem, Pa.;
Gary, Ind.; Columbus, Ohio; Stewart, N.Y., and three Florida
destinations, Fort Lauderdale, St. Petersburg/Clearwater and
Orlando.

As of press time, the U.S. Bankruptcy Clerk for the Middle
District of Florida has no record of any bankruptcy petition filed
by or against Southeast Airlines.  


ST. PAUL PORT: S&P's Rating Tumbles to D Following Payment Failure
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on St. Paul
Port Authority, Minnesota's Resolution 876 bonds, issued for St.
Paul Housing and Redevelopment Authority, and industrial revenue
bonds, issued for itself, to 'D' from 'CCC', reflecting a failure
to pay full and timely principal on Dec. 1, 2004.  While 100% of
interest was paid, available funds were sufficient to pay only 55%
of the $8.6 million in principal coming due.

Since the 876-bond fund was established, the authority has issued
876 bonds to finance various industrial, office/warehouse, retail,
hotel, and multifamily residential, and parking ramp facilities
within the city of St. Paul for use by private-sector parties.  
The bonds are secured only by available net revenues derived by
the authority from the lease, operation, or sale of those
properties, as well as by certain reserve funds.  Since
December 1991, available net revenues have been insufficient to
pay debt service on the bonds, and the authority has been required
to draw on reserve funds to supplement available net revenues.  
The authority originally estimated that reserve funds would likely
be depleted in 2003.  After failing to gain bondholder approval
for various restructuring proposals between 1992 and 1996, the
authority used $28.1 million in prepaid net revenues to purchase
and retire $31.85 million of bonds tendered by bondholders.  After
receiving direction from the Ramsey County District Court, the
authority used another $54 million in prepayments to tender
another $70.2 million in bonds by a Dutch Auction in 2002.  
Tendered bonds ranged in price from 38.5%-92.0% of par, with an
average purchase price of 76.9%. Following the tender, the
authority announced that it was likely that not all 2004 principal
payments would be made in full.

In early 2004, the authority tendered another $29.5 million in
bonds using $18.2 million in additional prepaid revenues by a
Dutch Auction.  The purchase price of the bonds tendered ranged
from 30%-90% and averaged 84%.  Following the tender,
$66.6 million in 876 bonds remained outstanding.


SUPERIOR PLUS: S&P Revises Outlook on Ratings to Negative
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Calgary,
Alta.-based Superior Plus, Inc., to negative from stable.  At the
same time, Standard & Poor's affirmed its 'BB+' long-term
corporate credit and its 'BBB-' senior secured debt ratings on the
company.

"The negative outlook on Superior reflects Standard & Poor's
concerns regarding its aggressive financial profile, characterized
by an income trust's general financial policies and increased
business risk from a below-average business profile," said
Standard & Poor's credit analyst Bhavini Patel.

Superior is involved in four distinct business lines: propane
distribution, pulp chemicals, the distribution of specialty wall
and ceiling construction products, and natural gas retailing.  Its
primary operation, propane distribution, enjoys a large market
presence in its industry but does not completely mitigate the
business risks the company faces in its pulp chemicals business.

The ratings on Superior reflects its lack of financial flexibility
arising from its income fund structure, as well as the inherent
weather risk and competition from other fuel sources that affect
the company's propane distribution business.  The pulp chemicals
business has a narrow focus and sells to a mature industry with
declining credit quality.  Superior's business risk profile is
strengthened from the dominant market positions the company
encompasses in its two primary operating segments and the vertical
integration of its pulp chemicals business.  Profitable operations
and low capital expenditure requirements also mitigate some of
these weaknesses.  The ratings on Superior reflect a below-average
business profile and an aggressive financial profile.

Superior is a wholly owned subsidiary of Superior Plus Income
Fund, a limited purpose, unincorporated trust. All of the fund's
revenues and cash flows are derived through Superior, the
operating company, and these cash flows are used to service the
fund's convertible debentures and distribution requirements.

Although the varied business segments tempers the volatility
resulting from seasonal or cyclical changes in any one industry,
they also expose Superior to some increased business risk. As a
result, a stronger financial profile is needed to offset the
heightened business risk.  Without an improvement to the capital
structure, the financial measures would be notably weak for the
ratings.  Failure to make progress towards improving credit
metrics in the next 12 months will result in the ratings being
lowered.


TERRA INDUSTRIES: Workman's $10 Mil. Judgment Withstands Appeal
---------------------------------------------------------------
Terra Industries Inc. (NYSE:TRA) disclosed that on Nov. 30, 2004,
the Arizona Court of Appeals affirmed the January 2003 decision of
the trial court that awarded Jerry Workman $10.1 million in
damages in a lawsuit against Terra International, Inc., a Terra
Industries Inc. subsidiary.

Mr. Workman's original lawsuit, brought in the Superior Court of
Arizona, Maricopa County, sought damages in connection with
Terra's 1997 contract to purchase his business, Workman Ag
Consultants, which included a crop production software program
developed by Mr. Workman.  Mr. Workman alleged against Terra a
breach of the implied covenant of good faith and fair dealing, and
fraud.

Terra recorded the charge for the original verdict in its Dec. 31,
2002, financial statements.

Terra has until Jan. 5, 2005, to determine whether to petition for
an appeal to the Arizona Supreme Court.

Terra Industries Inc., with 2003 revenues of $1.4 billion, is a
leading international producer of nitrogen products.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2004,
Fitch Ratings raised the ratings for Terra Industries' senior
secured credit facility and 12.875% senior secured notes to 'BB-'
from 'B+'. Fitch has also upgraded the 11.5% senior secured
second priority notes to 'B' from 'B-'. Fitch has assigned a
rating of 'CCC+' to the convertible preferred shares. Fitch
revised the Rating Outlook to Positive from Stable.

The upgrade is primarily related to Terra's recent strong
financial performance. The ratings incorporate Terra's volatile
earnings and cash flow, its strong position in the domestic urea
ammonium nitrate -- UAN -- market, and the slight diversity of its
product mix. The ratings also include an expected neutral impact
from the Mississippi Chemical Corporation purchase, which is
projected to close late in 2004 or early in 2005. Terra's
revenues, earnings, profitability, and cash flow measures have
improved significantly in the first nine months of 2004. The
improvement is associated with year-over-year increases in product
pricing and the volume of ammonia, UAN, and ammonium nitrate sold.
Operating margins have expanded during a sustained high natural
gas cost environment. Greater earnings have strengthened credit
measures, most notably total debt-to-EBITDA. For the trailing
twelve-month period ended September 30, 2004, EBITDA-to-interest
incurred improved to 4.1 times (x) from 2.5x at year-end 2003,
while total debt-to-EBITDA improved to 1.8x from 3.0x at year-end
2003. In addition, cash from operations increased to $147 million
for the trailing twelve-month period ended Sept. 30, 2004 versus
$54 million at the end of 2003. Nitrogen fertilizer market
conditions are strong and are expected to continue strengthening
in 2005.

The Positive Outlook reflects:

   (1) Terra's improving financial performance,
   (2) strong markets, and
   (3) the potential for positive synergies from the operation of
       Miss Chem's assets.


TIRO INDUSTRIES: Gets Access to GE's Cash Collateral
----------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware put his final stamp of approval on a cash
collateral agreement among Tiro Industries, Inc., and GE Business
Capital Corp., the company's prepetition secured lender.  Tiro has
Bankruptcy Court approval to continue using up to $2 million of
cash collateral securing repayment of a $9.7 million prepetition
loan from GE.  Tiro will use the money to fund day-to-day working
capital expenses as it attempts to orchestrate a sale of its
assets under Sec. 363 of the Bankruptcy Code.  A budget filed with
the Bankruptcy Court in connection with the company's request
projects payment of approximately $3 million of retention bonuses
to the company's employees.

Headquartered in Southport, Connecticut, Tiro Industries, Inc. --
http://www.tiroinc.com/-- develops, manufactures and packages  
hair care and other products for professional salons. The Company
and its debtor-affiliates filed for chapter 11 protection on
October 12, 2004 (Bankr. D. Del. Case No. 04-12939).  Shawn M.
Riley, Esq., McDonald Hopkins Co., LPA, and Laura Davis Jones,
Esq., James E. O'Neill, Esq., Rachel Lowy Werkheiser, Esq.,
Timothy O'Brien, Esq., and Camille Ennis, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub PC, represent the Debtors.  
When the Debtors filed for chapter 11 protection, they listed more
than $10 million in assets and debts.


VENTAS INC: Declares $0.325 Per Share Regular Quarterly Dividend
----------------------------------------------------------------
Ventas, Inc.'s (NYSE: VTR) Board of Directors declared a regular
quarterly dividend of $0.325 per share, payable in cash on
Jan. 13, 2005, to stockholders of record on Jan. 3, 2005.  The
dividend is the fourth quarterly installment of the Company's
$1.30 per share 2004 annual dividend.  The Company has
approximately 84.4 million shares of common stock outstanding.  
This fourth quarterly installment of the 2004 dividend will be
included in shareholders' 2005 dividend income for income tax
purposes.

                        About the Company

Ventas, Inc. is a leading healthcare real estate investment trust
that owns and invests in healthcare and senior housing assets in
39 states. Its properties include hospitals, skilled nursing
facilities and assisted and independent living facilities. More
information about Ventas can be found on its website at
http://www.ventasreit.com

                          *     *     *

As reported in the Troubled Company Reporter on June 30, 2004,
Standard & Poor's Ratings Services raised its corporate credit
ratings on Ventas Inc., its operating partnership Ventas Realty
L.P., and Ventas Capital Corp. to 'BB' from 'BB-'. In addition,
ratings are raised on the company's senior unsecured debt, which
totals $366 million. Concurrently, the outlook is revised to
stable from positive.

"The upgrades acknowledge the company's steady improvement in both
its business and financial profiles," said Standard & Poor's
credit analyst George Skoufis. "Recent acquisitions have targeted
improving Ventas' diversification, foremost its concentration with
its primary tenant Kindred Healthcare Inc. Growing cash flow and
profits, and lower leverage have contributed to stronger debt
protection measures. Credit weaknesses remain, however, including
Ventas' continued reliance on un-rated Kindred, the risk of future
changes to government reimbursement, and constrained, but
improved, financial flexibility."


VOUGHT AIRCRAFT: Moody's Rates Planned $650M Sr. Sec. Debt Ba3
--------------------------------------------------------------
Moody's Investor Service has assigned a Ba3 rating to Vought
Aircraft Industries, Inc.'s proposed $650 million senior secured
credit facility, consisting of a $250 million revolving credit
facility due 2010 and a $400 million term loan B due 2011.  At the
same time, Moody's confirmed all other debt ratings for Vought
(senior implied at B1) and changed the rating outlook to negative
from stable.  The rating outlook change reflects concerns about
the prospects for continuing negative free cash flow generation
and consequent increasing debt levels at Vought as a result of a
prolonged facilities consolidation program that the company has
undertaken along with substantial levels of new investment related
to the company's participation as a supplier to Boeing's planned
7E7 aircraft platform.  While both the facilities consolidation
and the 7E7 investment offer potential for longer-term
enhancements to the company's financial performance, the interim
period of negative free cash flow and rising debt levels will
weaken financial metrics and could pose additional risk for debt
holders.

Moody's has confirmed all existing ratings of the company:

   * Vought's $270 million senior unsecured notes, due 2011,
     at B2;

   * Senior implied rating at B1; and

   * Senior unsecured issuer rating at B3.

The ratings continue to reflect the high leverage under which the
company operates, which has been heightened by the increase in
debt that will ensue under the proposed expanded bank facilities,
as the company pursues a significant period of investment relating
to its participation in Boeing's 7E7 aircraft development program
as well as future facilities consolidation.  The ratings also take
into account the substantially negative level of free cash flow
experienced in 2004, owing to a larger-than-expected consolidation
program commenced in 2004.  Ratings also consider the liquidity
benefits that are provided by the re-financed bank facilities,
which will be important for the company to meet its required
investments in working capital and capital expenditures over the
next few years, while continuing production and delivery of
components for its substantial backlog of existing aircraft
platform, both commercial and military.  Ratings would be subject
to downward revision if component delivery rates were to fall
below expectations, or if expenses relating the 7E7 programs were
to become more onerous on the company, possibly resulting in
leverage (lease-adjusted debt/EBITDAR) in excess of 5.0x or a
material deterioration of the company's liquidity position.  
Conversely, ratings or their outlook could be subject to upward
revision if the company were to return to substantially positive
free cash flow generation, while reducing debt such that leverage
falls below 4x for a sustained period, while prospects for strong
and timely 7E7 sales and delivery levels materialize as planned.

The purpose of the proposed $650 million credit facility is to
repay $296 million of existing senior secured bank debt, and
provide additional liquidity for future investments relating to
Vought's participation in Boeing's 7E7 program as well as for the
company's on-going facility consolidation and modernization
program.

Although the re-financing will enhance the company's liquidity
profile over the next few years, Vought remains highly leveraged
and, Moody's believes, will continue to carry heavy debt levels
over the next 2-3 years.  Upon close of the proposed transaction,
Vought anticipates total debt to be $673 million, which represents
an 18% increase over $568 million of debt reported as of
September 2004.  This increases leverage from 3.7x debt-to-LTM
September 2004 EBITDA (adjusted for certain non-recurring cash and
non-cash items, as allowed for credit facilities' covenant
calculation purposes) to pro-forma 4.4x EBITDA (4.8x EBITDAR on an
estimated lease-adjusted basis), which is appropriate for this
rating category.  Moody's notes the significant levels of
adjustments to EBITDA calculations to compute this leverage,
implying that leverage could be substantially higher if many of
the cost adjustments, particularly relating to plant consolidation
costs, were to actually be considered recurring in nature, even if
only for the next few years.  Moreover, due to the company's plans
for substantial expenditures over the next few years on additional
plant consolidation and for 7E7 development, both in CAPEX as well
as increased engineering expenses, Moody's expects that Vought's
debt will likely increase further over the next two years to
partially fund these investments, while leverage will likely
remain approximately at post-closure levels.  However, the rating
agency notes that cash will increase as a result of this
transaction.  Vought will have about $225 million of cash on hand
(pro forma, basis September 2004 balances), which is intended to
be used to fund a substantial amount of the projected investments,
moderating the potential future increase in debt that should
ensue.

Moody's notes that the company's cash flows have deteriorated in
2004, owing largely to relatively heavy facilities consolidation
expenses that Vought has incurred over the past year.  While sales
for the first nine months of 2004 increased slightly to
$884 million from $852 million for the same period in 2003,
operating income declined from about $5 million in the first three
quarters of 2003 to a loss of $51 million through September 2004,
largely the consequence of about $65 million in restructuring
costs taken in 2004, as well as the company's investments
(expensed) in the 7E7 program and lower margins on the C-17
aircraft platform.  Vought's operating cash flows, which had been
$99 million in 2003, were negative $6 million for the first nine
months of 2004, while the company had negative free cash flow of
about $50 million in this period.  Considering the substantial
level of capital expenditures and expensed items relating to
further facilities consolidation and investment for Boeing's 7E7,
Moody's expects that Vought will continue to be significantly free
cash flow negative through 2006.  This suggests that, over the
near-term, the company will not likely be able to reduce debt or
substantially improve its leverage position.

However, Moody's notes the positive over-all benefit that the 7E7
should provide to Vought, which, over the long-term, should
maintain the company's position as a major structural components
supplier on important commercial aircraft platforms.  Vought
currently enjoys this status in the OEM supplier market by way of
its significant content contributions on a wide array of
commercial platforms to, among others, Boeing, Airbus, Embraer,
and GE.  The company also derived substantial revenue from
military aircraft sales (38% of 2003 sales), which helped mitigate
the effects of recent softness in the commercial aircraft OEM
market on the company's recent operating performance, and provides
significant revenue visibility over the next few years.  Further
platform diversification is provided by its business jet
operations (18% of 2003 sales), which is showing improvement
sector-wide.

The Ba3 rating assigned to the senior secured credit facilities,
one notch above the senior implied rating, reflects the seniority
in claim that this facility has over the $270 million in senior
unsecured notes.  Also, the senior secured facilities are fully
secured by essentially all of the company's assets.  The company's
total pro forma tangible asset base (after about $613 million of
goodwill and other intangibles) of $897 million, which includes
$482 million in current assets and $375 million in fixed assets,
implies an adequate level of collateral in excess of the total
facilities' commitment.  However, Moody's notes the variable
nature of asset coverage, as current assets (mostly inventory)
will change frequently with working capital cycles, and that much
of the company's realizable property, plant, and equipment value
are related to the level of business in which they are employed,
and therefore may be significantly reduced in value in a
distressed sale scenario.

Vought Aircraft Industries, Inc., headquartered in Dallas, Texas,
is a privately held company controlled by The Carlyle Group.  The
company is the largest independent developer and producer of
structural assemblies, which include complete fuselages, wing
assemblies, empennages, aircraft doors, nacelles, and control
surfaces for commercial, military, and business aircraft.  Vought
had LTM September 2004 revenues of $1.2 billion.


WERNER HOLDING: Liquidity Concerns Prompt S&P to Junk Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Werner Holding Co. Inc. to 'CCC+' from 'B' on concerns
that greater-than-anticipated competitive pressures and the impact
of cost increases on earnings and cash flows could lead to near-
term covenant compliance and liquidity issues.  The outlook is
negative.

The ratings on privately owned Werner reflect its significant
customer concentration, limited end-market focus, modest scope of
operations in niche and cyclical markets, very aggressive
financial profile, and covenant compliance concerns.

"Ratings could be lowered again if liquidity declines further than
expected or restructuring activities are delayed or not fully
successful," said Standard & Poor's credit analyst Cynthia
Werneth.

Greenville, Pennsylvania-based Werner produces primarily aluminum
and fiberglass ladders, as well as scaffolds, platforms, and step
stools.  The company is the largest U.S. manufacturer of ladders,
but early in 2004 lost significant market share as a result of its
largest customer, Home Depot, Inc., fully sourcing its ladder
needs from China and Mexico.  Total sales for 2003 were about $500
million, of which Home Depot accounted for approximately 27%.

As a result of losing Home Depot, Werner's share of the
approximately $1 billion U.S. ladder market has declined to an
estimated 40% from 52%.  It also heightens customer concentration
risk with Lowe's Cos., Inc., which likely accounts for over one-
third of Werner's sales.

Werner's competitive environment gives it limited ability to pass
along cost increases.  High aluminum, steel, freight, and workers'
compensation costs are eroding the company's operating margin. As
a result of losing Home Depot and rising costs, Werner has been
forced to severely restructure its operations.  It has been
phasing out production at high-cost facilities and replacing it
with capacity in Mexico, outsourcing some components from Asia,
reducing headcount, and minimizing overhead.


WESTPOINT STEVENS: Has Dec. 10 to Reject Myrtle Property Lease
--------------------------------------------------------------
WestPoint Stevens, Inc. and its debtor-affiliates lease real
property located in outlet malls and shopping centers used as
retail stores to sell their products in various locations.  Before
the Petition Date, the Debtors were party to a lease with R.R.
Myrtle Beach, Inc., as predecessor-in- interest to COROC/Myrtle
Beach, LLC, dated September 4, 1996, for the lease of real
property located in a retail development commonly known as Myrtle
Beach Factory Stores.

The Debtors lease 9,300 square feet for $7,756 per month.  In
addition, the Debtors must pay a "Percentage Rent" of about 6% of
gross sales above the sales break point of $1,861,300.  The Lease
is due to expire on October 31, 2005, with no option for renewal.

According to John J. Rapisardi, Esq., at Weil, Gotshal & Manges,
LLP, in New York, the Myrtle Beach Store is currently not
generating any profit, nor adding value to the Debtors' estates.
Through October 31, 2004, operations at the Myrtle Beach Store
have yielded net losses of $77,000.  Thus, the Debtors have
decided to close the Myrtle Beach Store.

The Debtors have reviewed and analyzed the Lease to determine its
economic value and marketability.  The Debtors found out that the
Lease does not have sufficient value to warrant its continuing
administrative costs.  The Debtors believe that the costs
associated with marketing the Lease, in addition to any cure
amounts that would be required to be paid pursuant to Section
365(b)(1)(A) of the Bankruptcy Code, would be significantly
greater than any potential value that might be realized by any
future sale or sublease.  Over the past year, a number of new
shopping centers have opened in the area surrounding the Myrtle
Beach Store, which resulted in an increase in vacancies in stores
in the immediate proximity of the premises governed under the
Lease.  Thus, the Debtors do not believe that they will be able to
extract any value out of the lease by a sale or sublease.

Accordingly, the Debtors seek the United States Bankruptcy Court
for the Southern District of New York's authority to reject the
Lease, effective December 10, 2004.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed  
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 33; Bankruptcy Creditors' Service, Inc.,
215/945-7000)  


* Number of Bankruptcy Filings Down in Fiscal Year 2004
-------------------------------------------------------
Bankruptcy cases filed in federal courts fell 2.6 percent in
fiscal year 2004, according to the Administrative Office of the
U.S. Courts.  During the 12-month period ending Sept. 30, 2004,
1,618,987 bankruptcies were filed, down from the 1,661,996
bankruptcy cases filed in fiscal year 2003.  The federal
Judiciary's fiscal year is the 12-month period ending Sept. 30.
The bankruptcies reported are for Oct. 1, 2003 to Sept. 30, 2004.  

Despite the drop in filings, bankruptcies remain at historic
highs, well above the 1.5 million record first set in 2002.  
Bankruptcy filings first broke one million during the 12-month
period ending June 30, 1996.  Despite the high caseload, no new
bankruptcy judgeships have been created since 1992, when
bankruptcy filings for the fiscal year totaled 977,478.

                Business and Non-Business Filings
   
Business bankruptcies fell 3.8 percent to 34,817 in FY 2004, down
from 36,183 in FY 2003.  Non-business or personal bankruptcies
fell 2.6 percent in the same 12-month period, totaling 1,584,170
in FY 2004 and 1,625,813 in FY 2003.

              Business and Non-Business Filings
             Years Ended September 30, 1999-2004

          FY     Business     Non-Business       TOTAL
         ----    --------     ------------       -----
         2004      34,817        1,584,170   1,618,987
         2003      36,183        1,625,813   1,661,996
         2002      39,091        1,508,578   1,547,669
         2001      38,490        1,398,864   1,437,354
         2000      36,065        1,226,037   1,262,102


            Filings Under Chapters 7, 12 and 13 Fall
   
In FY 2004, filings under Chapters 7, 12 and 13 of the Bankruptcy
Code fell.  Only Chapter 11 filings rose over FY 2003 totals.

     * Chapter 7 is designed to allow individuals to keep certain
       exempt property while the remaining property is sold to
       repay creditors.  Chapter 7 filings in FY 2004 totaled
       1,153,865, down 2 percent from the FY 2003 total of
       1,177,292.

     * Chapter 12 is designed to meet the needs of financially
       distressed family farmers.  In FY 2004, Chapter 12 filings
       totaled 238, falling 65.9 percent from the 698 cases filed
       in FY 03.  The low number of filings in FY 2004 was most
       likely due to the lapse in December 2003 of Chapter 12.

     * Under Chapter 13 bankruptcy, creditors may be repaid in
       installments, in full or in part, over a 3- to 5-year
       period.  Filings under Chapters 13 in FY 2004 fell 4.1
       percent from 473,763 filings in FY 2003 to 454,412 filings
       in FY 2004.

     * Chapter 11 filings totaled 10,368 in FY 2004, up 2.2
       percent from the 10,144 Chapter 11 bankruptcies filed in
       FY 2003.  Chapter 11 provides for a business to continue
       operations while formulating a plan to repay its  
       creditors.  

                      Bankruptcy Filings
               by Chapter of the Bankruptcy Code
              12-Month Periods Ending September 30

        FY   Chapter 7  Chapter 11  Chapter 12  Chapter 13
       ----  ---------  ----------  ----------  ----------
       2004  1,153,865      10,368         238     454,412
       2003  1,177,292      10,144         698     473,763
       2002  1,084,336      11,669         322     451,258  
       2001  1,014,137      10,519         379     412,272  
       2000    870,805       9,835         551     380,880  

                     Fourth Quarter Filings  

The three-month period ending September 30, 2004, was the
Judiciary's final quarter of FY 2004.  Bankruptcy filings in the
fourth quarter totaled 396,438.  The number of bankruptcy cases
filed during the third quarter of the Judiciary's 2004 fiscal year
(April 1, 2004 to June 30, 2004) totaled 421,110.  The number of
bankruptcies filed during the second quarter of fiscal year 2004
(January 1, 2004 to March 31, 2004) was 407,572.  Filings for the
Judiciary's first quarter of 2004 (October 1, 2003 to December 31,
2003) totaled 393,348.

For more information on bankruptcy visit the Judiciary's website
at:

     http://www.uscourts.gov/bankbasic.pdf

Local bankruptcy court rules can be found at:

     http://www.uscourts.gov/rules/bk-localrules.html

A breakdown of the latest data on bankruptcy filings is attached
and also is available on the Judiciary's website at
http://www.uscourts.gov/under Newsroom.  Bankruptcy filings over  
the last 10 years are available at:

     http://www.uscourts.gov/bnkrpctystats/bankruptcystats.htm

The American Bankruptcy Institute reports that the Districts with
the highest percentage INCREASE in total filings for the 12-month
period ending September 30, 2004 (compared to the identical period
in 2003) are:

     District                              Increase
     --------                              --------
     Southern District of New York           20.6%
     District of Colorado                    10.4%
     Southern District of West Virginia       8.7%
     District of Guam                         8.2%
     Middle District of Louisiana             7.9%

and the ABI reports that the Districts with the highest percentage
DECREASE in total filings for the 12-month period ending September
30, 2004 (compared to the identical period in 2003) are:

     District                              Decrease
     --------                              --------
     District of the Virgin Islands          28.3%
     Central District of California          18.5%
     District of Hawaii                      17.2%
     District of Columbia                    16.5%
     District of Northern Mariana Islands    15.0%

The ABI is the largest multi-disciplinary, non-partisan
organization dedicated to research and education on matters
related to insolvency.  The ABI was founded in 1982 to provide
Congress and the public with unbiased analysis of bankruptcy
issues.  The ABI membership includes over 10,300 attorneys,
accountants, bankers, judges, professors, lenders, turnaround
specialists and other bankruptcy professionals providing a forum
for the exchange of ideas and information.  For additional
information, visit ABI World at http://www.abiworld.org/  


* Loan Pricing & Deutsche Bank Team Up to Offer CDO Asset Pricing
-----------------------------------------------------------------
Loan Pricing Corporation, a Reuters Company, and the Trust &
Securities Services business of Deutsche Bank Trust Company
Americas, a leading global provider of trust and securities
administration services, have entered into a strategic partnership
to facilitate the seamless pricing of global CDO loan assets for
TSS clients.  

Under the agreement, LPC will provide U.S. loan prices via the
LSTA/LPC Mark-to-Market Pricing which is the first of its kind
loan asset valuation service and provides superior objective
pricing to more than 165 institutions, managing 185 portfolios
with over $200 billion in bank loan assets.  Additionally, loan
prices will be sourced from LPC's European operation currently
offering daily valuations for over 1100 leveraged and investment
grade loans originated in Europe, Middle-East and Africa (EMEA).  
This partnership delivers benefits for collateral managers,
investors, traders and structurers in the market.

"The ability of Deutsche Bank's TSS to offer its clients market-
leading independent prices on collateral assets through the LPC
pricing services is a true benefit to clients and will increase
efficiency," said Steven Park, Director and Head of CDOs at
Deutsche Bank's TSS.  "Collateral managers will benefit from this
seamless integration by being able to view and download collateral
asset prices, enabling them to react more quickly to market
conditions and further enhancing market transparency for everyone.  
As a leader in the global CDO trustee market, and with LPC's
global reach, we look forward to offering this service to clients
in the U.S. and worldwide."

"LPC has been providing pricing information to the market for over
13 years," said Michele Kelsey, Senior Vice President at Loan
Pricing Corporation.  "This partnership will yield much needed
improvements in data management efficiency for the complex CDO
market, and allow Deutsche Bank's TSS and LPC to enhance product
value for our mutual clients."

The partnership will provide additional benefits to LPC's new CDO
Intelligence (CDOi) product.  CDOi, launched earlier this year, is
a market data and data management solution for participants in the
CDO arena.  As another component of this strategic relationship,
Deutsche Bank's TSS will, with appropriate collateral manager and
client consent, provide LPC with detailed data on CDO structures
in an electronic format for use within CDOi.  This will include
information from offering memorandums, SWAP agreements and monthly
surveillance reports, which will be combined into the CDOi
platform with LPC's detailed terms and market values on CDO
collateral assets.

                  About Loan Pricing Corporation

Since 1985 Loan Pricing Corporation (LPC) --
http://www.loanpricing.com/-- a Reuters Company, has provided  
market players around the world with the most complete and
accurate news, data and analytics on bank loans.  LPC's coverage
spans the U.S., Europe, Middle East, Africa, Latin America, and
Asia-Pacific via subsidiary Basis Point Publishing Limited.  LPC's
content is delivered via publications, on-line services and
databases.

LPC is the premier global provider of loan market information and
analysis as a result of its in-depth focus on the loan industry
and development of state-of-the-art products and services for
bankers, borrowers and loan investors.

                       About Deutsche Bank

With roughly Euro 845 billion in assets and approximately 65,400
employees, Deutsche Bank -- http://www.deutsche-bank.com/--  
offers unparalleled financial services in 74 countries throughout
the world. Deutsche Bank competes to be the leading global
provider of financial solutions for demanding clients creating
exceptional value for its shareholders and people.  Deutsche Bank
ranks among the global leaders in corporate banking and
securities, transaction banking, asset management, and private
wealth management, and has a significant private & business
banking franchise in Germany and other selected countries in
Continental Europe.

Deutsche Bank's Trust & Securities Services is one of the leading
global providers of trust and securities administration services.
Through a fully integrated network of specialist offices
worldwide, the group provides domestic custody in 25 securities
markets as well as trustee, agency, registrar, depositary, SPV
management and related services for all types of financing
including bonds, medium term note and commercial paper programs,
asset backed and mortgage backed securities, CDOs, SIVs, project
financings, escrows, syndicated loans, American Depositary
Receipts and German equities.  

For more information contact:

         Loan Pricing Corporation
         Michele Kelsey
         Tel. No. (212) 833-9366
         mkelsey@loanpricing.com  
         Kevin Elphick
         Tel. No. (212) 833-9362
         kelphick@loanpricing.com

            -- or --

         Deutsche Bank
         Juanita Guti,rrez
         Tel. No. (212) 250 4592
         Juanita.gutierrez@db.com


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        CSA         (89)         270        9
Akamai Tech.            AKAM       (144)         189       63
Alaska Comm. Syst.      ALSK        (12)         650       85
Alliance Imaging        AIQ         (41)         654       36
Amazon.com              AMZN       (721)       2,109      642
AMR Corp.               AMR        (314)      29,261   (1,824)
Amylin Pharm. Inc.      AMLN        (42)         402      325
Atherogenics Inc.       AGIX        (19)          93       77
Blount International    BLT        (283)         423      103
CableVision System      CVC      (1,669)      11,795      223
CCC Information         CCCG       (131)          80        8
Cell Therapeutic        CTIC        (52)         174       87
Centennial Comm         CYCL       (538)       1,532      152
Choice Hotels           CHH        (175)         271      (16)
Cincinnati Bell         CBB        (600)       1,986      (20)
Clean Harbors           CLHB         (3)         471       31
Compass Minerals        CMP        (109)         642       99
Conjuchem Inc.          CJC         (16)          24       19
Cotherix Inc.           CTRX        (44)          25       20
Cubist Pharmacy         CBST        (75)         155       (6)
Delta Air Lines         DAL      (3,297)      23,526   (2,614)
Deluxe Corp.            DLX        (214)       1,561     (344)
Denny's Corporation     DNYY       (246)         730      (80)
Domino Pizza            DPZ        (575)         421      (16)
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm           DISH     (1,711)       6,170     (503)
Empire Resorts          NYNY        (13)          61        7
Graftech International  GTI         (44)       1,036      284
Hawaii Holding          HA         (160)         236      (60)
Hercules Inc.           HPC         (40)       2,658      362
IMAX Corp.              IMAX        (49)         222        9
Indevus Pharm.          IDEV        (34)         205      164
Kinetic Concepts        KCI         (29)         638      214
Level 3 Comm Inc.       LVLT       (159)       7,395      157
Lodgenet Entertainment  LNET        (68)         301       20
Lucent Tech. Inc.       LU       (2,240)      15,924    2,784
Maxxam Inc.             MXM        (649)       1,017       72
McDermott Int'l         MDR        (338)       1,245      (33)
McMoran Exploration     MMR         (85)         156       29
Northwest Airline       NWAC     (2,166)      14,450     (431)
Northwestern Corp.      NWEC       (603)       2,445     (692)
ON Semiconductor        ONNN       (298)       1,221      270
Owens Corning           OWENQ    (4,259)       7,373    1,114
Per-se Tech. Inc.       PSTI        (25)         169       31
Phosphate Res.          PLP        (439)         316        5
Pinnacle Airline        PNCL        (18)         147       26
Primedia Inc.           PRM      (1,163)       1,577     (203)
Primus Telecomm         PRTL       (113)         735       23
Qwest Communication     Q        (2,477)      24,926     (509)
SBA Comm. Corp.         SBAC        (27)         915       11
Sepracor Inc.           SEPR       (380)         974      600
St. John Knits Int'l    SJKI        (57)         206       77
Syntroleum Corp.        SYNM         (8)          48       11
US Unwired Inc.         UNWR       (234)         709     (280)
Valence Tech.           VLNC        (48)          16        2
Vector Group Ltd.       VGR         (48)         528      110
Vertrue Inc.            VTRU        (44)         445        0
WR Grace & Co.          GRA        (118)       3,087      774
Young Broadcasting      YBTVA       (12)         798       85

                          *********

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 ***