TCR_Public/041209.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Thursday, December 9, 2004, Vol. 8, No. 271

                          Headlines

AMERICAN RESTAURANT: Disclosure Statement "Utterly Defective"
AMOROSO CONSTRUCTION: D.B. West Approved as Auctioneers
ANESTHESIA SERVICES: Case Summary & 7 Largest Unsecured Creditors
APPTIS INC: Moody's Rates Proposed $130M Sr. Sec. Facility at B2
ARCH COAL: Moody's Rates Proposed $500M Sr. Sec. Facility at Ba2

ASPEN FUNDING: Moody's Reviewing Ratings & May Downgrade
BALLY TOTAL: Completes Consent Solicitation From Sr. Noteholders
BANC OF AMERICA: S&P Assigns Low-B Ratings to Six Cert. Classes
BLACKROCK INVESTMENT: Says BQT Trust to Mature on Schedule
BOMBARDIER: Frankfurt & Brussels Exchanges Delist Class B Shares

BPL ACQUISITION: S&P Assigns BB- Rating to $165M Secured Loan
BRIDGEPOINT TECHNICAL: Has Until Jan. 3 to Make Lease Decisions
CATHOLIC CHURCH: Portland Hires Dr. Kevin McGovern as Expert
CATHOLIC CHURCH: Portland Committee Hires Ovation as PR Expert
CDRV INVESTORS: Moody's Junks $300 Million Senior Discount Notes

CENDANT MORTGAGE: Fitch Assigns Low-B Ratings on 12 Certificates
CHARLES RIVER: Fitch Assigns 'BB' Rating on Class C Notes
CHARTER COMMS: Issuing $550 Million Notes via Private Placement
CHASE MORTGAGE: Fitch Upgrades Low-B Ratings to Investment Grade
CHURCH & DWIGHT: Majority of Noteholders Agree to Amend Indenture

CMS ENERGY: Fitch Rates $200 Million Convertible Sr. Notes at B
COMMUNITY BANK: Fitch Revises Rating Outlook to Negative
CONCORD CAMERA: Works on Restructuring Plan to Reduce Costs
CONSTELLATION BRANDS: Moody's Rates $2.9B Sr. Sec. Loan at Ba2
CONSTELLATION BRANDS: S&P Affirms BB Corporate Credit Rating

COVENTRY HEALTH: Moody's Affirms Ba1 Ratings After Review
CSFB MORTGAGE: S&P Places Double-B Ratings on Three Cert. Classes
DANA CORP: Fitch Upgrades Senior Unsecured Debt Rating to BBB-
DAVITA INC: Moody's Reviewing Low-B Ratings & May Downgrade
DAVITA INC: S&P Places BB Rating on CreditWatch Developing

DEX MEDIA: Promotes 3 Sales & Marketing Leaders to Key Positions
DIGITALNET INC: S&P Withdraws Low-B Ratings After Debt Redemption
DII/KBR: Court Okays $3 Mil. La Bonne Purchase & Sale Agreement
DYER FABRICS: Wants Exclusive Period Extended Through March 9
ENRON CORP: Amends CrossCountry Purchase Agreement

EXIDE TECH: Wants Court to Approve Settlement with Lead Claimants
EYE CARE: S&P Places B Rating on CreditWatch Developing
FAIRFAX FINANCIAL: Prices Cash Tender Offer
FIRST UNION: S&P Affirms BB+ Rating on Class G Certificates
GADZOOKS, INC.: Pays $30,000 to Cure DIP Loan Covenant Defaults

GATEWAY EIGHT: Wants to Employ Goodwin Procter as Counsel
GENTEK INC: Will Pay Special Dividends at $7 Per Share on Dec. 27
GLOBAL EXCHANGE: Moody's Junks $235 Million Subordinated Debt
GLOBAL SIGNAL: Fitch Puts Low-B Ratings on F & G Classes
GREATER SOUTHEAST: Wants Early Pay-Out of $35 Million with Trust

HIGH VOLTAGE: Amends Royal Bank-Led Credit Agreement Again
HUFFY CORP.: Gets Final Approval of $50 Million DIP Loan
INGLES MARKETS: S&P Places BB Rating on CreditWatch Negative
JOHN Q. HAMMONS: Special Committee Won't Support Barcelo Proposal
KB HOME: Offering $300 Million of Senior Notes Due 2015

KDW INVESTMENTS: Case Summary & 12 Largest Unsecured Creditors
LAIDLAW INTL: S&P Places BB Rating on CreditWatch Positive
LEAP WIRELESS: Expands Cricket Calling Area in Ohio
LEXINGTON HEALTHCARE: Secured Creditors Get Pulled into ERISA Suit
MARINER HEALTH: Inks First Supplemental Indenture with US Bank

METROPOLITAN MORTGAGE: Fitch Puts Low-B Ratings on Two Classes
MIRANT: Settles with CFTC for $12.5 Million Claim Against Americas
MISSISSIPPI CHEMICAL: Court Confirms Reorganization Plan
MITZPAH LLC: Voluntary Chapter 11 Case Summary
NAPIER: Has Until Jan. 17 to File Proposal to Creditors

NEWAVE INC: Inks TAG Program Agreement with The Regent Group
NORTHLAKE CDO: Fitch Rates Preference Shares at 'BB'
OXFORD AUTOMOTIVE INC: Voluntary Chapter 11 Case Summary
PARMALAT: Farmland Dairies Files Plan & Disclosure Statement
PG&E NATIONAL: Taps Skadden Arps as Special Counsel

RCN CORP: Set to Emerge From Bankruptcy with Strong Balance Sheet
RCN CORP: Class 5 Gen. Unsecured Claimants Can Subscribe to Notes
RCN CORP: Releases Plan Supplement Providing Critical Plan Details
ROBOTIC VISION: Financing Deal Tied to Sale of Company by Jan. 31
RXBAZAAR: Proposes to Make $1.5 Distribution to Secured Creditor

SARAFAM INC: Voluntary Chapter 11 Case Summary
SAXON ASSET: Fitch Junks Six Classes of Mortgage Notes
SCHLOTZSKY'S INC: Court Approves $28.5 Million Sale to Bobby Cox
SCIENTIFIC GAMES: Moody's Rates $200 Mil. Senior Notes at B1
SEROLOGICALS CORP: Offering 4.2 Million Common Shares

SFBC INTL: S&P Puts B- Rating on $143.8M Senior Convertible Debt
SKYLYNX COMMS: Executes Intent to Purchase StarCom's Assets
SOUTH BRUNSWICK: Notice of Filing of Chapter 9 Bankruptcy Petition
TENET HEALTHCARE: Moody's Rates $1B Senior Unsec. Notes at B3
TENGTU INT'L: Sept. 30 Balance Sheet Upside-Down by $3.5 Million

TRUSSWAY INDUSTRIES: Involuntary Chapter 11 Case Summary
UNITED RENTALS: Fitch Puts Low-B Rating on Senior & Sub. Debt
VIRGIN RIVER: S&P Rates New Secured Notes at B & Sub Notes as Junk
VOEGELE MECHANICAL: Creditors Must File Proofs of Claim by Jan. 5
VOEGELE MECHANICAL: Wants Exclusive Period Extended Until March 1

VWR INTERNATIONAL: Likely Debt Increase Prompts S&P to Pare Rating
WADDINGTON NORTH: S&P Revises Outlook on B Ratings to Negative
WEIRTON STEEL: Judge Friend Allows Highmark Claim for $600,000
WESTPOINT STEVENS: Wants to Hire Financial Balloting as Agent
WILLIAM CARTER: Moody's Says Rating Outlook is Positive

WINDSWEPT ENVIRONMENTAL: Stockholders Re-Elect Board of Directors
WYNN RESORTS: Deutsche Bank Exercises Over-Allotment Option

                          *********

AMERICAN RESTAURANT: Disclosure Statement "Utterly Defective"
----------------------------------------------------------
American Restaurant Group, Inc., faces stiff opposition from its
Official Committee of Unsecured Creditors as the company asks the
U.S. Bankruptcy Court to put its stamp of approval on a disclosure
statement explaining the company's chapter 11 plan of
reorganization.

The Committee complains that the disclosure is inadequate, fails
to comply with the requirements imposed under 11 U.S.C. Sec. 1125,
and is "utterly defective" because it describes a plan that won't
ever pass the tests for confirmation.  "The disclosure statement
and confirmation procedures motion contains so many omissions and
misleading statements as to make the committee wonder whether they
were truly inadvertent mistakes or omissions," the Committee says
in papers delivered to the Bankruptcy Court.

Among a laundry list of generalized and nit-picking complaints,
the Committee points out that the Liquidation Analysis attached to
the Disclosure Statement was prepared based on a substantive
consolidation of the debtors, but the Plan proposes to treat each
debtor's creditor constituencies separately.  The Committee also
complains that the Debtors' proposed voting procedures are
terribly confusing.

American Restaurant's plan proposes to deliver a 98% equity stake
in the Reorganized Company to its secured noteholders in exchange
for $162 million owed under those bonds.  The noteholders support
the Debtors' Plan.

Unsecured creditors are told they'll receive 12% of what they're
own in cash or stock.

Theodore B. Stolman, Esq., Gary E. Klausner, Esq., and Marina
Fineman, Esq., at Stutman, Treister & Glass, P.C., represent the
Creditors' Committee.

Headquartered in Los Altos, California, American Restaurant Group,
Inc., through its subsidiaries operating as Stuart Anderson's,
specializes in U.S.D.A. Choice fresh-cut steak; seasoned, seared,
and slow-roasted prime rib; and a variety of seafood entrees
complete with 'all the fixin's'.  The company and its debtor-
affiliates filed a chapter 11 petition on Sept. 28, 2004 (Bankr.
C.D. Cal. Case No. 04-30732).  Thomas R. Kreller, Esq., at
Milbank, Tweed, Hadley & Mccloy represents the Debtors in their
restructuring efforts.  When the Debtor filed for bankruptcy
protection, it estimated $1 million to $10 million of assets and
more than $100 million in total debts.


AMOROSO CONSTRUCTION: D.B. West Approved as Auctioneers
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
gave Dennis J. Amoroso Construction Co., Inc., permission to
employ D.B. West Auctioneers as its auctioneers.

The Debtor tells the Court that it employed D.B. West because of
the Firm's extensive experience and knowledge in the liquidation
of personal property and familiarity with Bankruptcy Court
procedures.

The Debtor explains to the Court that D.B. West will assist in the
liquidation of certain furniture, fixtures, equipments, inventory,
and rolling stock.

Dennis B. West, a Professional Appraiser and Auctioneer at D.B.
West, has agreed to perform asset liquidation services for the
Debtor in exchange for a commission equal to 12% of the gross sale
proceeds plus reimbursement of costs for auctioning the assets.

D.B. West assures the Court that it does not represent any
interest adverse to the Debtor or its estate.

Headquartered in Novanto, California, Dennis J. Amoroso
Construction Co., Inc., is a general contractor.  The Company
filed for protection on September 21, 2004 (Bankr. N.D. Calif.
Case No. 04-12244). John H. MacConaghy, Esq., at Law Offices of
John H. MacConaghy represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated assets and debts of $10 million to $50
million.


ANESTHESIA SERVICES: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Anesthesia Services Associates, P.A.
        dba Pain Management Centers of South Texas
        231 Washington
        San Antonio, Texas 78204

Bankruptcy Case No.: 04-56938

Type of Business: The Debtor operates a pain management clinic.

Chapter 11 Petition Date: December 7, 2004

Court: Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: John Wallis Harris, Esq.
                  Law Office of John Wallis Harris
                  Frost Bank Tower, Suite 1776
                  100 West Houston Street
                  San Antonio, TX 78205
                  Tel: 210-227-1025

Total Assets: $1 Million to $10 Million

Total Debts:  $500,000 to $1 Million

Debtor's 7 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Advantage Infusion            Trade Debt                 $15,000
15150 Nacogdoches, Ste. 175
San Antonio, TX 78247

Kyle E. Neil, P.C.            Trade Debt                  $8,682
Northwest Atrium
11550 W. IH 10, Ste. 287
San Antonio, TX 78230

Xerox Capital LLC             Trade Debt                  $4,000
1301 Ridgeview Dr.
Lewisville, TX 75057

Office Depot                  Trade Debt                  $2,500

Imed Solutions                Trade Debt                  $1,400

Xerox Capital                 Trade Debt                    $600

Iron Mountain                 Trade Debt                    $150


APPTIS INC: Moody's Rates Proposed $130M Sr. Sec. Facility at B2
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
$130 million senior secured credit facility of Apptis (DE), Inc.
This is the first time that Moody's has rated the debt of Apptis.
The ratings reflect significant leverage, the company's relatively
small size compared to its larger industry competitors, risks
related to acquisitions and the company's exposure to potential
changes in government spending policies.  The ratings also reflect
the company's long-term contracts with a broad group of government
agencies, significant contract backlog and the continuing trend
toward outsourcing of work by government agencies.

Moody's assigned these ratings:

   * $30 million Senior Secured Revolving Credit Facility, rated
     B2;

   * $100 million Senior Secured Term Loan Facility, rated B2;

   * Senior Implied rated B2;

   * Senior Unsecured Issuer Rating rated B3;

The ratings outlook is stable.

The ratings are subject to the review of the final executed
documents.

Proceeds from the $100 million term loan and an issuance of
preferred stock are expected to be used to acquire SETA
Corporation -- SETA, refinance existing debt, pays fees and
expenses and provide $5 million of cash on the balance sheet.  The
revolver is expected to be unused at closing.  SETA provides
systems and services in information technology to federal
government agencies and other clients.

The ratings reflect the risks associated with the company's rapid
growth through acquisitions.  Apptis acquired two businesses in
2003 and 2004.  The purchase of SETA will be the company's largest
acquisition to date.  These acquired businesses represent a large
portion of the earnings and cash flow of Apptis and will have a
short operating history under Apptis management.  Potential risks
include the loss of key employees, changes in business
relationships with key customers and potential costs and
disruptions due to the integration of operations.

Apptis and its direct parent company, Apptis Holdings, Inc., will
be highly leveraged after the SETA acquisition.  In addition to
the secured credit facility of Apptis, Apptis Holdings will have
$50 million of 8% Series A Senior Subordinated Notes due 2014,
$54 million of 8% Series B Senior Subordinated PIK Notes due 2014
and $40 million of 8% preferred stock.  The subordinated
indebtedness and preferred stock, which are not rated by Moody's,
will be owned by New Mountain Capital, LLC, the company's sponsor
and majority owner.  Interest on the Series A Notes must be paid
in cash as long as the company demonstrates pro forma compliance
with the financial covenants under the secured credit facility.
If the company does not demonstrate pro forma compliance, then
interest on the Series A Notes must be paid in kind.  Interest on
the Series B Notes must be paid in kind unless the pro forma total
leverage ratio (as defined in the secured credit facility) is
2.5 to 1 or less and the company demonstrates pro forma compliance
with the financial covenants under the secured credit facility. In
such case, interest on the Series B Notes may be paid in cash at
the option of the company.  The company will be required to pay
all accrued and unpaid interest on the fifth anniversary of the
date of issuance of the Series B Notes, subject to demonstrating
pro forma compliance with the financial covenants under the
secured credit facility.  Dividends on the preferred stock must be
paid in kind as long as the senior secured credit facility is
outstanding.  Pro forma for the SETA acquisition, total debt as a
percentage of book capitalization would be 71%.

The ratings are also constrained by the lack of significant
tangible assets and the relatively small size and limited
financial resources of the company relative to its larger industry
competitors.  The company's revenues for 2003 and the first nine
months of 2004, on a pro forma basis for the SETA acquisition and
other 2003 and 2004 acquisitions, were about $426 million and
$558 million, respectively.  A large portion of these revenues,
however, are comprised of lower margin product revenues.  Service
revenues, which account for the majority of operating earnings and
cash flows, were about $168 million and $190 million,
respectively, on a pro forma basis for 2003 and the first nine
months of 2004.  The company faces intense competition in its
markets and such competition may grow due to the entrance of new
or larger competitors, including those formed through
consolidation, who have greater financial resources, larger client
bases, and greater name recognition than Apptis.

The ratings benefit from the company's long-term contracts with a
broad group of government agencies, a large contract backlog
relative to its size and the continuing trend toward outsourcing
of work by government agencies.  The company's revenues are
exposed to changes in spending policies by the federal government;
however, the risk is mitigated by the company's broad group of
civilian, defense and intelligence agency customers.  Total
backlog at September 30, 2004, was $2.2 billion of which
$156 million was funded.  Services backlog at September 30, 2004,
was $1.2 billion of which $90 million was funded.  Although the
total backlog amounts are significant, there is no guarantee that
these revenues will materialize.

The stable ratings outlook reflects the expected growth in the
government technology budget and the belief that Apptis is
competitively positioned to benefit from this growth.  Moody's
expects Apptis to grow its product and service revenues and
utilize free cash flows to reduce borrowings under its secured
credit facility.  The ratings or outlook could be pressured if the
government's spending priorities shift and cause the termination
of any large contracts, if the company is unable to win a
significant portion of recompetes for its large contracts or the
company is unable to win sufficient new business to grow its
revenue base.  The ratings or outlook could also be pressured by a
significant increase in leverage due to another large acquisition
although the company's ability to increase leverage may be limited
by the terms of the senior credit facility.  The ratings or
outlook could be positively impacted if the company improves free
cash flow through stronger than expected revenue growth or
improved margins.

The $130 million in senior credit facilities will be guaranteed by
Apptis Holdings and all existing direct and indirect majority
owned domestic subsidiaries of Apptis.  The facilities will be
secured by substantially all the assets of Apptis and Apptis
Holdings including a first-priority pledge on 100% of the capital
stock of domestic subsidiaries.  The credit facilities will be
senior to all unsecured debt of Apptis.

Pro forma for the acquisition of SETA, free cash flow to total
debt is expected to be about 6% in 2004 and is expected to
increase to over 7% in 2005.  Pro forma debt to EBITDA is expected
to be about 5.8 times in 2004 and 4.8 times in 2005.  Pro forma
EBITDA to cash interest is expected to be about 3.5 times in 2004
and 3.9 times in 2005.  Pro forma EBITDA to total interest is
expected to be about 2.5 times in 2004 and 2.7 times in 2005.

Headquartered in Chantilly, Virginia, Apptis supplies, designs and
supports information technology services and solutions primarily
for federal government agencies.  Pro forma revenues for the
twelve-month period ending September 30, 2004, were about
$552 million.


ARCH COAL: Moody's Rates Proposed $500M Sr. Sec. Facility at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Arch Coal
Inc.'s proposed $500 million five year guaranteed senior secured
revolving credit facility.  All other ratings of Arch Coal, Inc.,
and its subsidiary, Arch Western Finance LLC -- AWF, were
affirmed.  AWF's notes are guaranteed by its parent, Arch Western
Resources -- AWR, a subsidiary of Arch Coal.  The Ba2 rating
assigned to the revolver reflects the comprehensive security
interest to be granted to the revolver lenders, including
substantially all of the assets of Arch Coal's eastern operations.
The Ba2 rating is a one-notch increase to Arch Coal's senior
implied rating, which is the rating assigned to the senior
unsecured notes issued by AWF.  The size of the revolver may be
increased to $600 million.  The rating outlook for both Arch Coal
and AWF is stable.

This rating was assigned:

   * Arch Coal, Inc.

     -- $500 million five year guaranteed senior secured revolving
        credit facility, Ba2

These ratings were affirmed:

   * Arch Coal, Inc.

     -- $145 million of Perpetual Cumulative Convertible Preferred
        Stock, B3

     -- Senior implied rating, Ba3

     -- Senior unsecured issuer rating, B1

   * Arch Western Finance, LLC

     -- $961 million of 6.75% guaranteed senior notes due 2013,
        Ba3

The new revolver will be secured by substantially all of Arch Coal
Inc.'s eastern assets, with the exception of the Ark Land LT
subsidiary, which recently acquired the Little Thunder lease.  The
revolver will be guaranteed by substantially all subsidiaries of
Arch Coal, excluding Arch Western Acquisition Corporation and Arch
Western Resources, LLC and its subsidiaries.  The rating of the
revolver at Ba2, one notch above the senior implied rating,
reflects the revolver's preferred position on Arch Coal's eastern
assets over all other creditors, including the AWF note holders'
unsecured claim on Arch Coal via their security interest in the
inter company note, which is unsecured.  The AWF note holders'
position is essentially unchanged, except with respect to the
ranking of the inter company note.  They remain the principal
creditor to AWF, and are protected from secured lenders coming in
ahead of them, subject to a 5% asset limitation, after which
security would have to be shared with AWF note holders.  The
revolver lenders have no direct claim on AWF or AWR as neither
company is a guarantor under the revolver.

Arch Coal's Ba3 senior implied rating reflects its high leverage,
mine development and reserve acquisition costs, increased
operating costs, particularly in the east, significant dependence
on one mine, and substantial liabilities for reclamation and
employee benefits, which totaled approximately $639 million as of
September 30, 2004.  In the eastern operations in particular,
heightened regulatory risk and permitting uncertainties are
expected to continue.  The rating also considers Arch Coal's
relatively stable operating profile, its size, diversified asset
and customer base, favorable operating costs in the PRB, a high
proportion of low-sulfur coal production and reserves, and its
existing book of coal sales contracts.

AWF's Ba3 rating reflects the guarantee of AWR and its high
leverage, modest cash flow, ties to Arch Coal and significant
dependence on one mine, the combined Black Thunder/North Rochelle
mine. Both Arch Coal and AWR are also subject to geologic,
operating, environmental, regulatory, permitting and bonding risks
inherent to coal mining, which can impact operating and financial
performance.  AWF's rating also reflects the overall good quality
of AWR's mines and coal reserves, which operate in three distinct
western coal fields, its favorable market position as a supplier
of low sulfur and compliance coal to numerous utility customers,
its competitive costs, and its contracted fixed price contracts.
AWR is relatively unburdened by workers' comp and retiree
healthcare costs.  Its pro forma debt to EBITDA is approximately
4.7x (using full year 2003 EBITDA for AWR, North Rochelle and
Canyon Fuel).

The stable outlook reflects Arch Coal's extensive operations and
reserves, its long-term sales contracts, and coal's importance as
a fuel for electricity generation.  These factors help insulate
the company from the impact of changes to mining, environmental
and electric utility regulations and provide flexibility for
adapting to changes in regional coal demand.  The ratings could be
raised if Arch Coal demonstrates that it can generate consistent
free cash flow sufficient to meaningfully reduce debt.  The rating
could be lowered if the company's leverage and debt protection
measurements weaken, which could result from a return to the
margins experienced in the past few years, coupled with the
elevated capex levels now anticipated, or if it undertakes debt
financed acquisitions.  In the 2001 to 2003 period the company's
EBIT (excluding "other" income and expense) averaged 6 cents per
ton of coal sold, equivalent to an operating profit margin of .5%.

Arch Coal, Inc., is one of the largest coal companies in the US.
In addition to its western operations, which are conducted by AWR,
Arch Coal operates in West Virginia and Kentucky.  Arch Coal sold
109 million tons of coal in 2003 and had revenues of $1.4 billion.
Arch Western Resources is a large producer of compliance and low
sulfur coal with operations in Wyoming, Utah and Colorado.  It
sold 70 million tons of coal in 2003 and had revenues of
$500 million.  Both companies are headquartered in St. Louis.


ASPEN FUNDING: Moody's Reviewing Ratings & May Downgrade
--------------------------------------------------------
Moody's Investors Service placed three classes of notes issued by
Aspen Funding I, Ltd. on watch for possible downgrade. The
affected tranches are:

   (1) the $12,000,000 Class A-2L Floating Rate Notes Due 2037,
       currently rated A1,

   (2) the $10,000,000 Class A-3L Floating Rate Notes Due 2037,
       currently rated Baa2, and

   (3) the $5,500,000 Class B-1 9.06% Notes Due 2037, currently
       rated B1.

According to Moody's, its current rating action reflects a
continued deterioration in the credit quality of the collateral
pool.  The ratings on the affected classes were lowered in June
2004.  According to the deal surveillance report in October 2004,
while the weighted average Moody's rating factor has improved
since the last rating action to 859, the Class B
Overcollaterilization Ratio has declined by more than 4% to
101.13% (101.5% minimum).

Rating Action:     On Watch For Possible Downgrade

Issuer:            Aspen Funding I, Ltd.

Class Description: U.S. $12,000,000 Class A-2L Floating Rate Notes
                   Due 2037

Prior Rating:      A1
Current Rating:    A1 on watch for possible downgrade

Class Description: U.S. $10,000,000 Class A-3L Floating Rate Notes
                   Due 2037

Prior Rating:      Baa2
Current Rating:    Baa2 on watch for possible downgrade

Class Description: U.S. $5,500,000 Class B-1 9.06% Notes Due 2037

Prior Rating:      B1
Current Rating:    B1 on watch for possible downgrade


BALLY TOTAL: Completes Consent Solicitation From Sr. Noteholders
----------------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT) today
announced that it has received and accepted consents from the
holders of a majority of its 10-1/2% Senior Notes due 2011 and
9-7/8% Senior Subordinated Notes due 2007 to a limited waiver,
which may extend until July 31, 2005, of any default or event of
default arising from a failure by the Company to file with the
Securities and Exchange Commission, and furnish to the holders of
notes and the trustee under the indentures governing the notes,
reports required to be filed pursuant to the Securities Exchange
Act of 1934.  As previously announced, the lenders under the
Company's new $275 million secured credit facility dated October
14, 2004, have foregone any requirement for receipt from the
Company of financial statements filed with the Securities and
Exchange Commission.

Deutsche Bank Securities Inc. acted as the solicitation agent for
the consent solicitation.  MacKenzie Partners, Inc., acted as the
information and tabulation agent for the consent solicitation.
Information regarding the consent solicitation may be obtained by
contacting:

          Deutsche Bank Securities Inc.
          Attention: Christopher White
          60 Wall Street, 2nd Floor
          New York, New York 10005
          Tel: 212-250-6008


                  About Bally Total Fitness

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

                       *     *     *

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

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

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

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

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

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

     * Senior Implied, rated B3;

     * Senior Unsecured Issuer, rated Caa1.

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

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

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


BANC OF AMERICA: S&P Assigns Low-B Ratings to Six Cert. Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Banc of America Commercial Mortgage Inc.'s
$976.6 million commercial mortgage pass-through certificates
series 2004-6.

The preliminary ratings are based on information as of
Dec. 7, 2004.  Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
fiscal agent, the economics of the underlying loans, and the
geographic and property type diversity of the loans.  Classes A-1,
A-2, A-3, A-AB, A-4, A-J, B, C, D, and XP are currently being
offered publicly.  The remaining classes will be offered
privately.  Standard & Poor's analysis determined that, on a
weighted average basis, the pool has a debt service coverage of
1.45x, a beginning LTV of 98.8%, and an ending LTV of 88.9%.

                  Preliminary Ratings Assigned
           Banc of America Commercial Mortgage, Inc.

           Class         Rating           Amount ($)
           -----         ------           ----------
           A-1*          AAA              42,300,000
           A-2*          AAA             195,270,000
           A-3*          AAA             256,609,000
           A-AB*         AAA              36,655,000
           A-4*          AAA             250,433,000
           A-J*          AAA              57,374,000
           B             AA               19,532,000
           C             AA-               9,766,000
           D             A                18,311,000
           E             A-                9,766,000
           F             BBB+             14,648,000
           G             BBB               9,766,000
           H             BBB-             13,428,000
           J             BB+               6,104,000
           K             BB                4,883,000
           L             BB-               4,883,000
           M             B+                3,662,000
           N             B                 3,662,000
           O             B-                4,883,000
           P             N.R.             14,649,348
           XP**          AAA                     TBD
           XC**          AAA             976,584,348

              * Classes A-1, A-2, A-3, A-AB, and A-4 receive
                interest and principal before class A-J.  Losses
                are borne by class A-J before classes A-1, A-2,
                A-3, A-AB, and A-4, which will be applied pari
                passu.

             ** Interest-only class.

           N.R. - Not rated

            TBD - To be determined


BLACKROCK INVESTMENT: Says BQT Trust to Mature on Schedule
----------------------------------------------------------
BlackRock Advisors, Inc. and the Board of Directors of the
BlackRock Investment Quality Term Trust, Inc. (NYSE: BQT) reported
that BQT will mature, as scheduled, on Dec. 30, 2004.  In
connection with the Trust's scheduled plan of liquidation adopted
by the Board of Directors, the Trust's common stock will continue
to trade the "regular way" on the New York Stock Exchange through
Dec. 9, 2004, and will be suspended from trading before the
opening on Friday, Dec. 10, 2004.

Shareholders of record on Dec. 15, 2004, are expected to receive a
distribution on Dec. 30, 2004 representing a liquidating
distribution in an amount approximating the net asset value of the
Trust as of Dec. 30, 2004.

                        About the Company

BlackRock, Inc. (NYSE: BLK) created the first term trust in 1988
to provide investors with fixed-income investments that provide
monthly income while having a final maturity date to retrieve
their principal. This feature is especially valuable to investors
who need their assets at a specific time, including; for example,
those who need to pay a child's college tuition or make a down
payment on a car or home. BlackRock has successfully met the
primary investment objective, of returning a trust's initial
offering price, on all five of its term trusts that have reached
maturity. BlackRock's first maturing term trust (BBT) which
matured on December 23, 1998, distributed $10.02 per share, and
BlackRock's second term trust (BNN) matured on December 16, 1999
and distributed $10.15 per share. BlackRock's third term trust
(BTT) matured on December 29, 2000 and distributed $10.00 per
share and BlackRock's fourth term trust (BTM) matured on June 29,
2001 and distributed $10.00 per share. On December 30, 2002, The
BlackRock Strategic Term Trust, Inc. matured and distributed
$10.00 per share marking BlackRock's fifth term trust to meet its
primary investment objective. Past performance is no guarantee of
future results.


BOMBARDIER: Frankfurt & Brussels Exchanges Delist Class B Shares
----------------------------------------------------------------
Bombardier's (TSX:BBD.A) (TSX:BBD.B) applications to de-list its
Class B shares (subordinate voting) from the official markets of
the Frankfurt and Euronext Brussels stock exchanges have been
granted.  The effective date of de-listing is March 7, 2005, for
the Frankfurt Stock Exchange and Dec. 31, 2004, for the Euronext
Brussels, after closing of markets.  Bombardier's decision to de-
list from both stock exchanges was due to the very low volume of
the Corporation's shares being traded on these exchanges.  The
Class B shares are listed and will continue to be traded on the
Toronto Stock Exchange.

                         About Bombardier

Bombardier Inc. -- http://www.bombardier.com/-- is a global
corporation headquartered in Canada. Its revenues for the fiscal
year ended Jan. 31, 2004 were $15.5 billion US and its shares are
traded on the Toronto, Brussels and Frankfurt stock exchanges
(BBD, BOM and BBDd.F).

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 07, 2004,
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.


BPL ACQUISITION: S&P Assigns BB- Rating to $165M Secured Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
BPL Acquisition L.P.'s $165 million, seven-year term 'B' loan
secured by BPL Acquisition's ownership interests in the general
partner of Buckeye Partners L.P. (Buckeye; BBB+/Stable/--).  At
the same time, it assigned a recovery rating of '4' to the BPL
Acquisition term loan, indicating its expectation for marginal
recovery of principal (25%-50%) in the event of default, and
affirmed its 'BBB+' corporate credit rating on Buckeye.  The loan
proceeds will be used to repay the $100 million existing BPL
Acquisition loan and pay a dividend of about $60 million to the
owners after the payment of fees and expenses.  The outlook is
stable.

BPL Acquisition is a holding company created to own and fund the
acquisition of Buckeye's general partner, Glenmoor Ltd., by the
Carlyle/Riverstone Global Energy and Power Fund II.  The ratings
are linked to the ratings on Buckeye and reflect BPL Acquisition's
deeply subordinated characteristics, given that lenders rely
solely on residual equity-like distributions from Buckeye to repay
BPL Acquisition's debt.  However, the ratings on BPL Acquisition's
term loan are stand-alone ratings and are not consolidated with
the rating on Buckeye, based in part on a nonconsolidation opinion
regarding BPL Acquisition and between BPL Acquisition, Buckeye,
and its general partner, which is expected to be rendered to
Buckeye.

The new term loan will be partially repaid through incentive
payments made by Buckeye to the general partner that are based on
the per unit value of equity distributions made to Buckeye's unit-
holders.  Additional cash flows available to BPL Acquisition
include distributions related to the general partner's combined 2%
ownership in Buckeye and its operating companies, as well as an
annual management fee paid to the owners of the general partner.

"A decline in Buckeye's credit profile will also negatively affect
the ratings on BPL Acquisition's debt," said credit analyst Aneesh
Prabhu.  "Based on the current level of debt at BPL Acquisition,
Standard & Poor's views a five-notch separation in its ratings on
Buckeye and BPL Acquisition as appropriate."


BRIDGEPOINT TECHNICAL: Has Until Jan. 3 to Make Lease Decisions
---------------------------------------------------------------
The Honorable Frank R. Monroe of the U.S. Bankruptcy Court of the
U.S. Bankruptcy Court for the Western District of Texas extended
until January 3, 2005, the period within which BridgePoint
Technical Manufacturing Corp., can elect to assume, assume and
assign, or reject its unexpired nonresidential real property
leases.

BridgePoint Technical reminds the Court that it is a party to
several unexpired leases located at 4007 Commercial Center Drive,
Suite 700, Austin, Texas, where BridgePoint primarily conducts its
business. The unexpired leases are under a Lease Agreement that
commenced on April 30, 2001 and still valid until the present
time.

The Debtor explains to the Court that the extension will give it
more time to determine whether to assume or reject the unexpired
real property leases as part of its formulation of a restructuring
plan.

The Debtor assures Judge Monroe that the extension will not
prejudice the landlord under the leases and it continues to pay
its postpetition obligations under the leases on a timely basis.

Headquartered in Austin, Texas, BridgePoint Technical
Manufacturing Corp. -- http://www.bridgept.com/-- provides
engineering, testing, packaging, and circuit board assembly
services to semiconductor and computer companies. The Company
filed for chapter 11 protection on September 3, 2004 (Bankr. W.D.
Tex. Case No. 04-14555). Mark Curtis Taylor, Esq., at Hohmann &
Taube, LLP, represents the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed estimated assets of $1 million to $10 million and estimated
debts of $10 million to $50 million.


CATHOLIC CHURCH: Portland Hires Dr. Kevin McGovern as Expert
------------------------------------------------------------
The Archdiocese of Portland in Oregon sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Oregon to employ Kevin B. McGovern, Ph.D., as sexual abuse expert.

Leonard Vuylsteke, Portland's Director of Financial Services,
ascertains that Dr. McGovern, a clinical psychologist with
expertise in sexual abuse matters, possesses the qualifications
and expertise needed to assist Portland in addressing the issues
identified by the Official Committee of Tort Claimants' expert as
they relate to:

   -- Portland's request to establish a deadline for filing Tort
      Claims; and

   -- Portland's efforts to develop a notice procedure, which
      is likely to identify unknown tort claimants.

When the Tort Committee sought the Court's permission to hire Jon
Robert Conte, Ph.D., as expert in Portland's case, the
Archdiocese and the Tort Committee agreed that Dr. Conte would
provide his declaration regarding his identification and analysis
of issues related to the Bar Date Motion.

The parties further agreed that upon receipt of Dr. Conte's
Declaration, Portland would retain its own sexual abuse expert to:

   -- advise the Archdiocese on the issues identified in the
      Declaration;

   -- assist the Archdiocese in formulating the notice
      procedures, and provide necessary expert testimony to
      assist the Court in approving the notice and filing
      procedures for tort claims in the Chapter 11 case.

On October 8, 2004, the Tort Committee provided Portland with Dr.
Conte's Declaration.

Mr. Vuylsteke relates that Dr. McGovern's current hourly rate is
$225.  His compensation will be limited to $5,000, except upon
further application and Court order.  Any services in excess of
$5,000 must be authorized before the services are provided.

According to Mr. Vuylsteke, Dr. McGovern's fees will be billed to
Portland for payment as an administrative expense.  No other
arrangement or agreement exists between Portland and Dr. McGovern
with respect to the payment of his fees and expenses.

Dr. McGovern attests that he holds no interest adverse to Portland
in the matters upon which he is to be engaged.

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.

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 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, represne 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. (Catholic Church Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Portland Committee Hires Ovation as PR Expert
--------------------------------------------------------------
The Official Committee of Tort Claimants in the Archdiocese of
Portland in Oregon's case sought and obtained Judge Perris'
approval to retain The Ovation Group, LLC, as media and public
relations expert.

The Ovation Group is a communications coaching company that
assists clients in media training and presentation.  The Ovation
Company's subcontractors are:

   -- Cappelli Miles Witts & Kelley, a full-service advertising
      agency with offices in Portland and Eugene, Oregon; and

   -- BS, Ltd., a public and media relations firm based in
      Portland.

The Tort Committee has worked with The Ovation Group and its
subcontractors in developing concepts for a campaign that is
consistent with the recommendations of Jon Robert Conte, Ph.D.,
the Committee's sexual abuse expert, concerning ways in which
meaningful notice and a meaningful opportunity to participate in
Portland's case can be afforded to victims.

The Ovation Group will assist the Tort Committee in its meetings
with Portland relating to the development of a notice program.

The Ovation Group's services will be billed to Portland for
payment as an administrative expense.  No other arrangement or
agreement exists between the Tort Committee and The Ovation Group
with respect to the payment of fees and disbursements on the
engagement.  The Ovation Group will be responsible for payment to
Cappelli Miles and BS Ltd.

The Ovation Group will be compensated in accordance with its
customary rates and reimbursed for the actual amounts billed to it
by its subcontractors.  The Ovation Group will limit the total
compensation, including reimbursements for payments to Cappelli
Miles and BS Ltd., to $5,000, provided that the limit may be
increased upon further application to and order from the Court.

Albert N. Kennedy, Esq., at Tonkon Torp, LLP, in Portland,
Oregon, ascertains that The Ovation Group has no interest adverse
to the Committee and Portland in the matters upon which it is to
be engaged.

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.

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 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, represne 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. (Catholic Church Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CDRV INVESTORS: Moody's Junks $300 Million Senior Discount Notes
----------------------------------------------------------------
Moody's Investors Service assigned a rating of Caa2 to CDRV
Investors Inc.'s $300 million senior discount notes.  CDRV
Investors, Inc., is the holding company for Holdings, the parent
of VWR International, Inc.  Moody's also downgraded VWR's senior
implied rating to B2, senior unsecured issuer rating to B3, and
its existing debt.  Following the issuance of a cash distribution
to existing shareholders, leverage will increase resulting in a
deterioration of the credit metrics.  The ratings outlook is
stable.

New ratings assigned:

   * CDRV Investors Inc. $300 million Senior Discount Notes, due
     2014, rated Caa2

Ratings Downgraded:

   * VWR International Inc. Senior Implied Rating, downgraded to
     B2 from (P)B1

   * VWR International Inc. Senior Unsecured Issuer Rating,
     downgraded B3 from (P)B2

   * VWR International Inc. $150 million Senior Secured Guaranteed
     Revolver due 2009, downgraded to B2 from (P)B1

   * VWR International Inc. $415 million Senior Secured Guaranteed
     US Dollar Term Loan due 2011, downgraded to B2 from (P)B1

   * VWR International Inc. $175 million Senior Secured Guaranteed
     Euro Dollar Term Loan due 2011, downgraded to B2 from (P)B1

   * VWR International Inc. $200 million Senior Unsecured
     Guaranteed Notes due 2012, downgraded to B3 from (P)B2

   * VWR International Inc. $320 million Senior Subordinate
     Unsecured Guaranteed Notes due 2014, downgraded to Caa1 from
      (P)B3

The ratings assignment reflects the continuing operating risk
associated with establishing VWR as a separate new company, the
intense competition in the company's markets from direct
competitors, regional distributors and self distributing
manufacturers, and the low quality asset base.  The ratings also
consider the larger infrastructure required to service the
European market and the resulting lower profit margins in the
European business, which account for approximately 40% of 2003
revenues.

Factors mitigating these concerns include broad customer, product
and supplier diversification, a high consumable product business
that represents 75% of total revenues, the low average order size,
strong market share in U.S. and Europe, and the value-added
services provided for both customers and suppliers.  Additional
factors supporting the rating include the minimal amount of
capital expenditure requirements to support future growth, the
infusion of talent at the senior management level, and the
expansion and enhancement of the sales force.

The stable rating outlook reflects Moody's belief that VWR will
continue to reduce debt, as improving growth prospects and
operating efficiencies generate growing cash flow.  If debt
continues to decline faster than anticipated, the outlook could
change to positive.  If competitive pressures from companies with
broader product offerings or other factors lead to slower revenue
growth and increased margin pressure, the outlook could change to
negative.

CDRV Investors, Inc., plans to issue $300 million in senior
discount notes, due 2014.  There would be no cash interest paid
for five years as the value of the holding notes would accrete to
the principal at the end of year 5; Moody's understands that the
non cash interest would be fully tax deductible to CDRV Investors
Inc. The net proceeds from the issuance of the senior discount
notes are expected to fund an approximate $293 million
distribution to existing shareholders.

The bank credit facilities will be secured by essentially all of
the company's domestic assets, a pledge of the capital stock of
the domestic subsidiaries and 65% of the capital stock of the
foreign subsidiaries.  The ratings on the bank credit facility
recognize the benefit that the collateral would provide the
lenders in a distressed scenario and the structural superiority of
the bank credit because the subsidiaries will be direct obligors
only of these facilities.

The senior and subordinated notes will be guaranteed but unsecured
by the pledge of the subsidiaries' capital stock and assets.  The
B3 rating on the senior notes recognizes that the notes are
effectively subordinated to the bank credit facility with respect
to security.  The Caa1 rating on the subordinated notes recognizes
that the notes are contractually subordinated to all senior debt.

The Caa2 rating on the holding company senior discount notes
reflects the subordination to all liabilities of the subsidiaries
of Investors, the lack of a guarantee from the borrower and the
absence of recourse to VWR.  Further, CDRV Investors, Inc., is an
unrestricted holding company and is not party to the collateral
and guarantee agreement of VWR.

Moody's expects that total debt will be over 7 times EBITDA, and
that EBITDA will cover interest expense by about 3.7 times in
2004.  Cash flow coverage as a percentage of total debt, however,
will be constrained as the ratio of adjusted free cash flow to
adjusted total debt is projected to be 4.7% in 2005 and 6.7% in
2005.  While VWR may expand operating margins through several of
its initiatives, the low absolute level of margins and increased
interest expense will limit the degree of improvement in free cash
flow coverage to total debt over the next few years.

VWR International is a global leader in the distribution of
scientific supplies, with worldwide sales last year of
$2.8 billion.  VWR International's business is highly diversified
across a spectrum of products and services, customer groups and
geography.  The company offers more than 750,000 products, from
more than 5,000 manufacturers, to over 250,000 customers
throughout North America and Europe.  VWR International's primary
customers work in the pharmaceutical, life science, chemical,
technology, food processing and consumer product industries.  The
VWR International Group is headquartered in West Chester,
Pennsylvania.


CENDANT MORTGAGE: Fitch Assigns Low-B Ratings on 12 Certificates
----------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Cendant
Mortgage Corporation mortgage pass-through certificates:

Series 2003-4:

     -- Class IA affirmed at 'AAA';
     -- Class IIA 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'.

Series 2003-6:

     -- Class 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'.

Series 2003-8 Group 1:

     -- Class IA affirmed at 'AAA';
     -- Class IB1 affirmed at 'AA';
     -- Class IB2 affirmed at 'A';
     -- Class IB3 affirmed at 'BBB';
     -- Class IB4 affirmed at 'BB';
     -- Class IB5 affirmed at 'B'.

Series 2003-8 Group 2:

     -- Class IIA affirmed at 'AAA';
     -- Class IIB1 affirmed at 'AA';
     -- Class IIB2 affirmed at 'A';
     -- Class IIB3 affirmed at 'BBB';
     -- Class IIB4 affirmed at 'BB';
     -- Class IIB5 affirmed at 'B'.

Series 2003-9 Group 1:

     -- Class IA affirmed at 'AAA';
     -- Class IB1 affirmed at 'AA';
     -- Class IB2 affirmed at 'A';
     -- Class IB3 affirmed at 'BBB';
     -- Class IB4 affirmed at 'BB';
     -- Class IB5 affirmed at 'B'.

Series 2003-9 Group 2:

     -- Class IIA affirmed at 'AAA';
     -- Class IIB1 affirmed at 'AA';
     -- Class IIB2 affirmed at 'A';
     -- Class IIB3 affirmed at 'BBB';
     -- Class IIB4 affirmed at 'BB';
     -- Class IIB5 affirmed at 'B'.

All of the mortgage loans in the aforementioned transactions were
either originated or acquired in accordance with the underwriting
guidelines established by Cendant Mortgage Corporation. The
mortgage loans consist of 15- and/or 30-year fixed-rate mortgages
secured by first liens, primarily on one- to four-family
residential properties.  Any mortgage loan with an original loan
to value in excess of 80% is required to have a primary mortgage
insurance policy.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect approximately $882.06 million of
outstanding certificates.  As of the November 2004 distribution
date, the deals are seasoned from a range of only 13 to 19 months,
and the pool factors (current mortgage loans outstanding as a
percentage of the initial pool) range from approximately 74% to
91%.

Cendant Mortgage Corporation, rated 'RPS1' by Fitch Ratings, is
the Servicer for the mortgage loans, and Citibank N.A. acts as the
Trustee for the transactions detailed above.

Further collateral performance and credit enhancement statistics
are available on the Fitch Ratings web site at
http://www.fitchratings.com/


CHARLES RIVER: Fitch Assigns 'BB' Rating on Class C Notes
---------------------------------------------------------
Fitch Ratings affirms the following eight classes of rated notes
issued by Charles River CDO I, Ltd.:

     -- $214,000,000 class A-1A notes 'AAA';
     -- $15,000,000 class A-1B notes 'AAA';
     -- $20,000,000 class A-2F notes 'AA';
     -- $15,000,000 class A-2V notes 'AA';
     -- $3,000,000 class B-F notes 'BBB';
     -- $18,000,000 class B-V notes 'BBB';
     -- $4,800,000 class C notes 'BB';
     -- $15,000,000 combination securities 'AAA'.

The ratings of the class A-1A, A-2F, and A-2V notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The
ratings of the class B-F, B-V, and C notes address the likelihood
that investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of the principal by the legal final maturity date.

The rating of the class A-1B and combination securities address
the likelihood that investors will receive ultimate principal
payments, as per the governing documents.

Charles River CDO I, Ltd. is a collateralized debt obligation,
which closed in November 2002.  The portfolio consists of 59.7%
residential mortgage-backed securities, 13.5% commercial mortgage-
backed securities, 12.8% real estate investment trusts, 9.8%
asset-backed securities and 4.2% CDOs.  Fitch reviewed the credit
quality of the individual assets comprising the portfolio.

As of the Oct. 31, 2004, trustee report the overcollateralization
tests, interest coverage tests, Fitch weighted average rating
factor test, Fitch sector score test, Fitch minimum recovery rate
tests, weighted average life test, weighted average coupon test,
and weighted average spread tests are passing their required
levels.  Fitch believes that the credit protection has remained at
appropriate levels for each of the rated notes.


CHARTER COMMS: Issuing $550 Million Notes via Private Placement
---------------------------------------------------------------
Charter Communications, Inc.'s indirect subsidiaries CCO Holdings,
LLC and CCO Holdings Capital Corp., entered into a purchase
agreement with Credit Suisse First Boston LLC and Citigroup Global
Markets, Inc., issuing and selling $550 million in principal
amount of Senior Floating Rate Notes due 2010 in a private
transaction under Rule 144A.

The Notes will have a six-year term and a two-year non-call and
will be redeemable at the Issuers' option from:

   -- Dec. 15, 2006, until Dec. 14, 2007, for 1.02% of the
      principal amount;

   -- from Dec. 15, 2007 until Dec. 14, 2008 for 1.01% of the
      principal amount; and

   -- from and after Dec. 15, 2008, at par, in each case, plus
      accrued and unpaid interest.

The Notes will have an annual interest rate equal to The London
Interbank Offer Rate (LIBOR) plus 4.125%, reset and payable
quarterly.

In the Agreement, the Issuers agreed to issue the Notes with the
benefit of a Registration Rights Agreement and under an Indenture,
each with terms substantially similar to the terms of the Issuers'
existing 8.75% senior notes.

It is expected that the net proceeds from the sale of the Notes
will be used to pay down debt and for general corporate purposes.
Subject to the satisfaction of closing conditions, the Company
anticipates that the sale will be completed on or about Dec. 15,
2004.

                  About Charter Communications

Charter Communications, Inc., a broadband communications company,
provides a full range of advanced broadband services to the home,
including cable television on an advanced digital video
programming platform via Charter Digital(TM) and Charter High-
Speed(TM) Internet service. Charter also provides business-to-
business video, data and Internet protocol (IP) solutions through
Charter Business(TM). Advertising sales and production services
are sold under the Charter Media(R) brand. More information about
Charter can be found at http://www.charter.com/

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 18, 2004,
Fitch Ratings assigned a 'CCC+' rating to a proposed offering of
$750 million of convertible senior notes due 2009 issued by
Charter Communications, Inc. CHTR expects to use the proceeds
from the offering to prefund a portion of interest payments on the
new notes and to refinance CHTR's 5.75% convertible senior notes
due October 2005, of which approximately $588 million remain
outstanding. The Rating Outlook is Stable.

The new issuance improves the company's near-term liquidity
profile by addressing the company's scheduled maturity during
2005. Additionally the issuance provides for liquidity at CHTR to
service interest payments on the new notes without significant
reliance on cash being upstreamed from its subsidiaries.

Fitch's ratings reflect CHTR's highly levered balance sheet and
the negative impact on basic subscriber metrics, revenue, and
EBITDA growth stemming from the high business risks associated
with CHTR's competitive operating environment. Additionally,
Fitch expects that the company will continue to generate negative
free cash flow given the company's current operating profile and
increasing cash interest requirements on debt that recently has or
is scheduled to convert to cash interest payment in 2005.


CHASE MORTGAGE: Fitch Upgrades Low-B Ratings to Investment Grade
----------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Chase
Mortgage Finance Trust issues:

   Series 1998-S7:

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

   Series 1999-AS1:

     -- Class IA affirmed at 'AAA';
     -- Class IIIA affirmed at 'AAA';
     -- Class AP affirmed at 'AAA';
     -- Class M affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 upgraded to 'AA+' from 'AA';
     -- Class B-3 upgraded to 'A+' from 'A';
     -- Class B-4 upgraded to 'BBB-' from 'BB+'.

   Series 1999-AS2:

     -- Class IA affirmed at 'AAA';
     -- Class IIA affirmed at 'AAA';
     -- Class AP affirmed at 'AAA';
     -- Class M affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 upgraded to 'AA' from 'A+';
     -- Class B-3 upgraded to 'A' from 'BBB';
     -- Class B-4 upgraded to 'BBB-' from 'BB'.

   Series 2002-S4:

     -- Class A affirmed at 'AAA'.

   Series 2003-S1:

     -- Class IA affirmed at 'AAA';
     -- Class IIA affirmed at 'AAA';
     -- Class M upgraded to 'AAA' from 'AA-';
     -- Class B-1 upgraded to 'AA' from 'A';
     -- Class B-4 affirmed at 'B'.

   Series 2003-S2:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'A';
     -- Class B-4 affirmed at 'B'.

   Series 2003-S3:

     -- Class A affirmed at 'AAA';
     -- Class B-1 upgraded to 'AA' from 'A-';
     -- Class B-2 upgraded to 'A' from 'BBB-';
     -- Class B-4 affirmed at 'B'.

   Series 2003-S5:

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

   Series 2003-S6:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'A';
     -- Class B-2 affirmed at 'BBB';
     -- Class B-4 affirmed at 'B'.

   Series 2003-S7:

     -- Class A affirmed at 'AAA'.

   Series 2003-S8:

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'A';
     -- Class B-4 affirmed at 'B'.

   Series 2003-S12:

     -- Class IA affirmed at 'AAA';
     -- Class IIA affirmed at 'AAA';
     -- Class M affirmed at 'AA-';
     -- Class B-1 affirmed at 'A';
     -- Class B-4 affirmed at 'B'.

   Series 2003-S13:

     -- Class A affirmed at 'AAA'.

All of the mortgage loans in the aforementioned transactions were
either originated or acquired by Chase Manhattan Mortgage
Corporation.  The mortgage loans consist of 15- and/or 30-year
fixed-rate mortgages secured by first liens on one- to four-family
residential properties.  Chase Manhattan, rated 'RPS1' by Fitch,
also acts as servicer of the mortgage loans.

The upgrades, affecting approximately $10.74 million of
outstanding certificates, are taken as a result of low
delinquencies and losses, as well as significantly increased
credit support levels.  The affirmations, affecting approximately
$2.22 billion of certificates, are taken due to stable collateral
performance and small-to-moderate growth in credit enhancement --
CE.

As of the November 2004 distribution date, the most seasoned of
these deals (series 1998-S7) has a pool factor (current mortgage
loans outstanding as a percentage of the initial pool) of only 4%
and currently benefits from CE levels more than eight times
original.  The least seasoned transaction (series 2003-S13) has a
pool factor of 91% and has experienced only a slight increase in
CE.  The deals are seasoned from a range of 11 to 72 months, and
the pool factors range from approximately 4% to 91%.

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch Ratings
website at http://www.fitchratings.com


CHURCH & DWIGHT: Majority of Noteholders Agree to Amend Indenture
-----------------------------------------------------------------
Church & Dwight (NYSE:CHD) disclosed that holders of more than a
majority of its outstanding 9-1/2% Senior Subordinated Notes due
2009 originally issued by Armkel, LLC and Armkel Finance, Inc.,
have tendered Notes and delivered consents in connection with
Church & Dwight's tender offer and consent solicitation commenced
on Nov. 22, 2004.  Accordingly, Church & Dwight and the trustee
under the Indenture relating to the Notes have executed and
delivered a supplemental indenture containing the amendments
described in Church & Dwight's Offer to Purchase and Consent
Solicitation dated Nov. 22, 2004.  The amendments will not become
operative unless the Notes are accepted for purchase in accordance
with the terms of the tender offer.  If the amendments become
operative, holders of all untendered Notes will be bound thereby.
As previously announced, the tender offer will expire at 5:00 P.M.
New York City time, on Dec. 21, 2004, unless extended by Church &
Dwight.

Church & Dwight further reported that the price to be paid for
each $1,000 principal amount of Notes tendered and accepted for
payment (including, if applicable, a consent payment of $30 per
$1,000 principal amount of Notes) would be $1,086.80, plus accrued
and unpaid interest to the payment date.

J.P. Morgan Securities Inc. is serving as the Dealer Manager in
connection with the tender offer and solicitation agent in
connection with the consent solicitation.  Questions regarding the
tender offer and consent solicitation may be directed to:

         Lenny Carey
         J.P. Morgan Securities Inc.
         Collect: (212) 270-9769

Copies of the documents may be obtained from the information
agent:

         D.F. King & Co., Inc.
         U.S. Toll-Free: (800) 487-4870
         Collect: (212) 269-5550

Church & Dwight Co., Inc. manufactures and markets a wide range of
personal care, household and specialty products, under the ARM &
HAMMER brand name and other well-known trademarks.

                          *     *     *

As reported in the Troubled Company Reporter's June 11, 2004
edition, Standard & Poor's Ratings Services affirmed its 'BB'
corporate credit rating on Church & Dwight following the closing
of the company's new $640 million senior secured bank facility.
The facility was used to refinance existing debt and to purchase
the remaining 50% of Armkel LLC the company did not already own.

Armkel's senior subordinated debt rating was raised to 'B+' from
'B', in line with Church & Dwight's ratings. Armkel's corporate
credit rating was withdrawn, as the company is now 100% owned by
Church & Dwight. All of Armkel's ratings are removed from
CreditWatch, where they were placed May 6, 2004. Approximately
$965 million of rated debt is affected by these actions.

"The ratings on Princeton, New Jersey-based Church & Dwight Co.
Inc. reflect its participation in the highly competitive personal
care segment of the consumer products industry, its lack of
geographic diversity, and its acquisitive nature," said Standard &
Poor's credit analyst Patrick Jeffrey. Partially mitigating these
factors are management's expected focus on reducing debt and the
successful growth of the company's product portfolio through
acquisitions. This strategy has expanded the Arm & Hammer brand
name into several household and personal care product lines,
such as detergents, toothpaste, cat litter, and deodorant.


CMS ENERGY: Fitch Rates $200 Million Convertible Sr. Notes at B
---------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B+' to CMS Energy Co.'s --
CMS -- $200 million of convertible senior notes, due Dec. 1, 2024.
Proceeds from the issuance will be used to repay maturing debt.
The notes are unsecured obligations of CMS and rank pari passu
with other unsecured indebtedness.  The Rating Outlook is
Positive.

The notes are convertible into cash and shares of CMS common stock
under certain circumstances at the option of the holder and are
callable at any time after Dec. 6, 2011. In addition, note holders
have the right to require CMS to purchase the notes at par on Dec.
1, 2011, Dec. 1, 2014, and Dec. 1, 2019.  Because the first put
option date is in December 2011, Fitch effectively views the notes
as a seven-year security.

The notes are also putable to CMS under the occurrence of a
'fundamental change.'  However, Fitch does not consider the put
option in the event of a fundamental change to be a near-term
liquidity event given the limited circumstances under which it can
be exercised. Defined changes include a delisting of the CMS stock
of a buyout of the firm.

For additional information, please refer to the press release
dated Dec. 3, 2004, 'Fitch Upgrades CMS Energy and Consumers
Energy Senior Secured Debt Ratings,' available on the Fitch
Ratings website at http://www.fitchratings.com


COMMUNITY BANK: Fitch Revises Rating Outlook to Negative
--------------------------------------------------------
Fitch Ratings has revised the Rating Outlook on Community Bank
System, Inc.'s long-term ratings to Negative from Stable.  Fitch
also has affirmed the ratings of Community Bank System, Inc., and
its subsidiaries Community Bank, N.A., and Community Capital Trust
I. A list of all ratings is provided at the end of this press
release.

CBU's solid margins, albeit narrower, are reflective of the
company's deposit and loan pricing power in its markets, as well
as comparatively high and stable investment portfolio yields.  The
securities portfolio includes some relatively long-term fixed-rate
and call-protected securities, partly funded through wholesale
short- and medium-term borrowings.  While the securities portfolio
has effectively helped alleviate margin compression, Fitch is
concerned that the timing of changes in the interest rate
environment, particularly a rapid rise in interest rates, could
have a negative impact on CBU's financial profile.

Fitch will closely monitor CBU's interest rate risk position in
coming quarters.  How the company manages through the interest-
rate environment will determine the future directions of the
ratings.  CBU's ratings also take into consideration the company's
solid deposit funding base, its generally consistent earnings
trends, and its improved credit metrics.

     Community Bank System, Inc.:

          -- Senior long-term 'BBB';
          -- Senior short-term 'F2';
          -- Individual 'B/C';
          -- Support '5'.

     Community Bank, N.A.:

          -- Senior long-term 'BBB';
          -- Deposit long-term 'BBB+';
          -- Senior short-term 'F2';
          -- Deposit short-term 'F2';
          -- Individual 'B/C';
          -- Support '5';

     Community Capital Trust I:

          -- Preferred 'BBB-'.


CONCORD CAMERA: Works on Restructuring Plan to Reduce Costs
-----------------------------------------------------------
Concord Camera Corp. (NASDAQ: LENSE) decides to implement a
restructuring plan which involves significantly reducing its
reliance on internally designed and manufactured digital cameras
and increasing the design and co-development of digital cameras
with contract manufacturers so as to continue to provide
competitive products to the retail market.  The Company's reliance
on internally designed and manufactured digital cameras is
expected to be significantly reduced by the end of the third
quarter of Fiscal 2005.  The restructuring plan and other cost-
reduction initiatives are a result of the Company's previously
announced strategic review process to determine how the Company
may better compete in the digital camera market.  The Company's
objective is to significantly reduce costs and expenses and
achieve a more competitive business model with a goal to return to
profitability.

The Company believes that it will be more cost-effective and less
capital intensive to increase its reliance on the design and co-
development of digital cameras with contract manufacturers, due,
in part, to the overcapacity in world-wide digital camera
manufacturing.  By increasing the design and co-development of
digital cameras with contract manufacturers, the Company
anticipates that it will reduce or eliminate certain costs and
risks related to the digital camera design and manufacturing
process.  These costs include:

   (1) capital expenditures (including tooling, plant, property
       and equipment),

   (2) working capital related to raw materials and components
       inventory, and

   (3) those resulting from digital camera manufacturing
       inefficiencies.

In addition, the change in direction reduces product development
issues and the exposure to the ongoing erosion in the value of
digital camera raw material and component inventory and purchase
commitments.  Sufficient quantities of internally designed and
manufactured digital camera products will be available to fulfill
customer commitments and forecasts.  Management does not expect
any customer service issues.  The Company is continuing to review
its strategies including the extent of its future participation in
the digital camera market.

As a result of the restructuring plan, the Company anticipates
incurring restructuring related charges of approximately
$6.6 million in Fiscal 2005.  The restructuring related charges
include approximately $2.7 million in employee severance and
retention costs and approximately $3.9 million in anticipated
digital camera and component inventory provisions.  Also, the
Company anticipates incurring approximately $0.9 million in
accelerated depreciation, on equipment, tooling and other fixed
assets.  Due to the restructuring plan and other cost-reduction
initiatives, approximately 1,700 positions will be eliminated
throughout the world by the end of the third quarter of Fiscal
2005.  The majority of these positions are expected to be
eliminated in the Company's PRC manufacturing facilities and Hong
Kong operations.

The Company has also implemented cost-reduction initiatives for
Fiscal Years 2005 and 2006 and anticipates incurring in Fiscal
2005 approximately $1.3 million in expenses related to its
implementation.  The expenses related to the other cost-reduction
initiatives, and the charges related to the restructuring plan and
the accelerated depreciation total approximately $8.8 million.
The restructuring plan and other cost reduction initiatives are
anticipated to result in significant cost reductions in fiscal
years 2005 and 2006.

                     Nasdaq Delisting Notice

On Nov. 23, 2004, Concord Camera received a notice from the Nasdaq
Listing Qualifications staff indicating that because The Nasdaq
Stock Market had not received Concord's Form 10-Q for the first
quarter of Fiscal 2005 which ended October 2, 2004, Concord is no
longer in compliance with Nasdaq Marketplace Rule 4310(c)(14).  As
a result, Concord's securities are subject to delisting from the
Nasdaq Stock Market at the opening of business on December 2, 2004
unless Concord requests a hearing in accordance with Nasdaq's
Marketplace Rule 4800 Series. In addition, as a result of
Concord's filing delinquency, a fifth character, "E," will be
appended to its trading symbol; accordingly, Concord's trading
symbol will be changed from LENS to LENSE at the opening of
business on November 26, 2004.

As previously announced by Concord on November 8, 2004, the
conversion of Concord's management information systems in August
2004 from its existing Legacy systems to a new worldwide, fully
integrated Enterprise Resource Planning software system resulted
in inefficiencies and delays in providing certain information
necessary to complete the Company's Quarterly Report on Form
10-Q.  The Company is working diligently to complete the financial
statements and file its Form 10-Q for the first quarter of Fiscal
2005 as soon as possible.

Concord plans to appeal the staff's determination and request a
hearing by a Nasdaq Listing Qualifications Panel pursuant to the
procedures set forth in the Nasdaq Marketplace Rules 4800 Series.
Concord's securities will remain listed pending the result of such
appeal.

                  J. David Hakman Leaves Board

By letter dated Nov. 17, 2004, Mr. J. David Hakman notified
Concord that he will resign as a member of the Board of Directors
of Concord effective December 1, 2004. Mr. Hakman advised Concord
that he is resigning his position so as to permit him to devote
more time to his other business interests.

                    About Concord Camera Corp.

Concord Camera Corp. -- http://www.concord-camera.com/-- through
its subsidiaries, is a global producer of popularly priced,
digital, 35mm traditional and single use cameras. Concord markets
its cameras under the trademarks POLAROID, CONCORD, CONCORD EYE Q
and JENOPTIK. Concord sells and markets its camera products
worldwide through direct sales offices in the United States,
Canada, Germany, Hong Kong, the Peoples Republic of China, the
United Kingdom, Japan and France and through independent sales
agents. The Polaroid trademark is owned by Polaroid Corporation
and is used by Concord under license from Polaroid. CONCORD and
CONCORD EYE Q are trademarks and/or registered trademarks of
Concord Camera Corp. in the United States and/or other countries.
The JENOPTIK trademark is owned by Jenoptik AG and is used by
Concord under license from Jenoptik AG.


CONSTELLATION BRANDS: Moody's Rates $2.9B Sr. Sec. Loan at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Constellation
Brands, Inc.'s proposed $2.9 billion senior secured credit
facility from which the proceeds will be used to finance the
approximately $1.4 billion purchase of The Robert Mondavi
Corporation (no debt rated by Moody's) announced in November 2004.
The secured debt rating is one notch lower than the Ba1 rating for
Constellation's existing $1.2 billion facility due to the
substantial amount of incremental debt and the reduction in excess
collateral coverage in a distress scenario.  Concurrent with the
rating assignment (and prospective withdrawal of the existing
secured debt rating), Moody's confirmed Constellation's existing
ratings and assigned a stable ratings outlook.  These rating
actions conclude the review for possible downgrade initiated on
November 9, 2004.  Constellation's Speculative Grade Liquidity
rating of SGL-1, denoting very good liquidity, is unaffected by
today's rating actions and will be revisited after the completion
of the proposed acquisition and financings.

Today, Moody's took these rating actions:

   * Assigned Ba2 rating to:

     -- the proposed $2.9 billion senior secured (stock pledges
        only) credit facility consisting of a $500 million
        revolver, maturing in 6 years;

     -- $600 million tranche A term loans, maturing in 6 years;
        and

     -- $1.8 billion tranche B term loans, maturing in 7 years

   * Confirmed at Ba2 $200 million 8.625% senior unsecured notes,
     due 2006

   * Confirmed at Ba2 $200 million 8% senior unsecured notes, due
     2008

   * Confirmed at Ba2 GBP 80 million 8.5% senior unsecured notes,
     due 2009

   * Confirmed at Ba2 GBP 75 million 8.5% senior unsecured notes,
     due 2009

   * Confirmed at Ba3 $250 million 8.125% senior subordinated
     notes, due 2012

   * Confirmed at Ba2 senior implied rating

   * Confirmed at Ba3 senior unsecured issuer rating (non-
     guaranteed exposure)

The ratings outlook is stable.  Speculative Grade Liquidity Rating
is SGL-1.

The ratings are subject to the closing of the proposed acquisition
and the review of executed documents.  In addition to financing
the Mondavi purchase, proceeds from the proposed credit facility
are intended to:

     (i) repay and make-whole Mondavi pre-existing debt;

    (ii) to refinance Constellation's outstanding debt under its
         existing credit facility; and

   (iii) to pay related expenses.

Despite the significant increase in incremental debt (no equity
component to the proposed purchase) and material increase in
financial leverage pro-forma for the proposed acquisition, the
confirmation of the senior implied and existing notes ratings
reflects Moody's expectation of full collateral coverage of all
obligations in a distress scenario.  Pro-forma credit statistics
are stretched for the ratings, notably free cash flow as a
percentage of total debt is expected to be below 10% on a
pre-synergies basis.  However, these weaker financials should be
temporary given Constellation's proven ability to rapidly reduce
financial leverage (principally with improved cash flow
generation), to capture synergies timely and efficiently, and to
integrate core businesses without serious disruptions.

Additionally, the confirmation of the ratings at these credit
metrics is consistent with Moody's reaction to the acquisition of
BRL Hardy Limited for $1.4 billion with similar
pro-forma financial statistics (Hardy financial leverage at
purchase was over 5 times debt to EBITDA pre-synergies and 4 times
with synergies. Mondavi leverage is virtually the same.)

Positively supporting the ratings are the apparent health of
Constellation's spirits and beer businesses that provide a stable
platform on which the wine business is growing.  The ratings also
benefit from the strategic nature of the proposed acquisition
(e.g. good brand equity, solid profit margins, scale in growing
wine categories) and the expectation of no material bulge in
working capital requirements and modest incremental capital
investment pro-forma for the acquisition.  The majority of
Mondavi's wines are in the popular and super premium segments,
which are growth categories and complement Constellation's
existing presence.  Pro-forma liquidity is expected to remain very
good because mandatory debt maturities are likely not aggressive
relative to combined pro-forma free cash flow plus unrestricted
average cash on hand and the effective availability under the
proposed revolver on average of approximately $300 million over
the next twelve months.  Constellation is expected to have and to
maintain good headroom under financial covenants throughout the
near term.

The ratings outlook is stable.  However, the magnitude of the
Mondavi integration and the importance of synergy realization and
accretive cash flow generation is critical to sustain that stable
outlook.  Mondavi's cost structure is relatively high and
distribution has historically been less effective.  There is
concern about the amount of price discounting to support volume at
Mondavi and at Constellation's UK operations.  Moody's notes that
Constellation's pro-forma financial profile is tenuously within
the bandwidth of tolerance for the stable ratings outlook.  Any
further debt-funded acquisitions outside of very modestly priced
joint ventures or business combinations would likely result in a
negative outlook or could result in a downgrade of the ratings.

Pro-forma for the proposed transaction, financial leverage will
likely remain high throughout the intermediate term.  Cash flow
leverage is expected to improve significantly from less than 10%
to approaching mid-teens over the near term due primarily to
synergy realization and, to a lesser extent, volume growth as
Constellation intends to leverage its established global and
domestic distribution network with Mondavi wines.  Pro-forma
EBITDA less capital expenditures coverage of interest expense
should remain adequate at approximately 4 times throughout the
intermediate term.  Overall, profitability is expected to remain
solid as evidenced by EBITA return on assets approaching 10%,
virtually unchanged from Constellation's pre-Mondavi level.

The assignment of a Ba2 rating to the proposed credit facility
reflects the benefits and limitations of the collateral and its
senior position in the capital structure.  The magnitude of the
proposed facility (over 70% of total pro-forma debt) precludes
notching above the senior implied rating of Ba2.  Outstandings are
secured only by a perfected first priority pledge of the stock of
direct and certain indirect domestic subsidiaries (including those
of Mondavi) and other non-domestic subsidiaries to the extent
allowable.  Guarantees by all direct and indirect domestic
subsidiaries support the credit facility.  At the closing of the
proposed transaction, liquidity should benefit from approximately
$380 million of availability under the proposed $500 million
revolver.  Similar to the existing credit agreement, financial
covenants are expected to address maximum senior leverage, maximum
total leverage, minimum interest coverage, and minimum fixed
charge coverage.  The annual term amortization schedule was also
not yet finalized at the time of this review.  It is also noted
that the proposed facility has an expansion component for up to
$300 million in uncommitted incremental term loans subject to
certain terms and conditions, which will be identified in the new
credit agreement.

The confirmation of the ratings of Constellation's existing notes
reflects Moody's assessment of sufficient pro-forma enterprise
value to continue to fully satisfy its debts.  While recognizing
the notes are burdened by the $1.4 billion incremental pro-forma
senior debt, the increased effective and contractual subordination
is offset by enterprise value appreciation.  Moreover in a
distress scenario, full recovery is expected, albeit with minimal
cushion.

Headquartered in Fairport, New York, Constellation Brands, Inc.,
and its subsidiaries is a leading producer and marketer of
beverage alcohol brands in North America, the United Kingdom, and
Australia.  For the twelve months ended August 31, 2004,
Constellation had revenue of approximately $3.8 billion.  On
November 3, 2004, Constellation entered into a definitive purchase
agreement to acquire The Robert Mondavi Corporation for total
consideration of approximately $1.4 billion, including $1 billion
equity purchase price plus the assumption of Mondavi debt
(privately held).  Mondavi is a leading producer and marketer of
premium table wines.  Its core brands include Robert Mondavi
Winery, Robert Mondavi Private Selection, Woodbridge, and Opus One
(the latter is part of a joint venture).  For the twelve months
ended September 30, 2004, The Robert Mondavi Corporation had
revenue of approximately $470 million.


CONSTELLATION BRANDS: S&P Affirms BB Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
beverage alcohol producer and distributor Constellation Brands,
Inc., including its 'BB' corporate credit rating.

All ratings were removed from CreditWatch where they were placed
on Oct. 19, 2004, following the company's announcement of its
plans to acquire (in an all-cash offer) California wine producer,
The Robert Mondavi Corp., for approximately $1.4 billion,
including Mondavi debt.

At the same time, Standard & Poor's assigned its 'BB' rating to
Constellation's new $2.9 billion senior secured credit facilities.
The ratings are based on preliminary offering statements and are
subject to review upon final documentation. Ratings for the
existing bank facility will be withdrawn upon closing of the new
facilities.  The outlook is negative.

At closing (targeted for December 2004), Fairport, New York-based
Constellation is expected to have about $3.47 billion of total
debt outstanding.

"Although the Mondavi acquisition will improve Constellation's
business profile, strengthening its position as the world's
largest wine producer, the additional debt incurred will weaken
credit measures in the near term.  Moreover, this acquisition will
create integration risk for the company," said Standard & Poor's
credit analyst Nicole Delz Lynch.


COVENTRY HEALTH: Moody's Affirms Ba1 Ratings After Review
---------------------------------------------------------
Moody's Investors Service confirmed Coventry Health Care, Inc.'s
ratings (senior unsecured rating at Ba1) in conjunction with the
company's planned acquisition of First Health Group Corp.  While
the increased debt that Coventry is expected to issue with this
transaction is larger than what had been assumed in the ratings,
the rating agency noted that Coventry has a credible plan to bring
its financial leverage to a level consistent with the rating
within a short period.  In addition, Moody's views the strategic
opportunities presented by the acquisition as positive.  However,
Moody's noted that the acquisition poses both operational and
integration issues and as a result the outlook on the ratings has
been changed to negative.

The rating action concludes the review for possible downgrade that
was initiated on October 18, 2004.  The review was prompted by the
announced planned acquisition of First Health which raised
questions with respect to management's tolerance for financial
leverage, its appetite for future acquisitions and the company's
near term financial plans for de-leveraging.

Moody's also noted, however, that it will review the rating of the
existing senior unsecured notes at the time the financing of the
transaction is finalized taking into account the structure and
relative seniority of the new notes and bank facilities as well as
the related covenants.  The current ratings do not reflect any
structural subordination of the existing debt, nor the imposition
of overly restrictive covenants.

The combination of Coventry Health Care and First Health Group
would create a national health benefits platform for Coventry to
serve its local, national and governmental clients beyond the
15 markets in which it currently operates.  The acquisition also
provides Coventry with the capability to target opportunities in
health insurance and administrative services from small group to
national and governmental accounts nationwide and thereby increase
its commercial membership.  Moody's believes the core business of
First Health, such as Worker's Compensation, present opportunities
for Coventry to diversify within the healthcare sector.

Offsetting these strategic opportunities, Moody's notes that the
proposed acquisition will result in a total initial debt of
approximately $1 billion and a financial leverage (debt to capital
ratio) of approximately 33%.  However, Moody's believes that
Coventry's plan to rapidly deleverage, bringing financial leverage
below 25% by the end of 2005 and below 20% by 2006, is achievable
given the anticipated strong cash flow generation from the
combined companies.  Moody's also expressed concerns with the
operational and integration challenges that the company will face
in the next year.  The rating agency noted that the scope of the
integration of First Health is considerably different and more
complicated than those Coventry has tackled in past years, as the
company will be faced with integrating a national business
strategy with 15 separate health plans as well as developing
expertise in the distinct First Health businesses.

In addition, the recent management changes create some concerns as
senior management acclimates to their new positions while the
First Health acquisition is completed.

Moody's indicated that if Coventry reduced its financial leverage
below 25% by year end 2005 as planned, achieve a net margin in
excess of 6% for the combined company in 2005 along with cash flow
from operations in the range of $600 million, maintained or grew
Coventry membership during 2005 and stabilized First Health
revenue and earnings at 2004 levels, the outlook could be returned
to stable.

However, Moody's stated that if Coventry makes any additional
acquisition or increases debt financing in 2005, the ratings will
be downgraded.  In addition, should:

   -- the financial leverage at year end 2005 exceed 25%;

   -- the net margin of the combined companies fall below 6% in
      2005;

   -- the commercial membership at Coventry decrease by 3% or
      more;

   -- First Health revenues drop by 10% or more from 2004 levels;
      or

   -- if a significant unfavorable liability true-up emerges from
      the First Health acquisition

there will be downward pressure on the ratings.

Ratings confirmed with a negative outlook:

   * Coventry Health Care, Inc.:

     -- senior implied debt rating of Ba1;
     -- senior unsecured debt rating of Ba1;
     -- long-term issuer rating of Ba1.

Coventry Health Care, Inc., headquartered in Bethesda, Maryland
reported total membership of 2.4 million as of September 30, 2004.
The company reported net income of $245 million on revenues of
approximately $4 billion for the nine months ending
Sept. 30, 2004.

First Health, headquartered in Downers Grove, Illinois, is a full
service national health benefits services company serving the
group health, workers' compensation and state public program
markets.  First Health generated revenues of $657 million and net
income of $86 million for the first nine months of 2004.


CSFB MORTGAGE: S&P Places Double-B Ratings on Three Cert. Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Credit Suisse First Boston Mortgage Securities Corp.'s
$1.866 billion commercial mortgage pass-through certificates
2004-C5.

The preliminary ratings are based on information as of
Dec. 7, 2004.  Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans. Classes A-1, A-2, A-3,
A-AB, A-4, A-1-A, A-J, B, C, and D are currently being offered
publicly.  Standard & Poor's analysis determined that, on a
weighted average basis, the conduit portion of the pool has a debt
service coverage of 1.42x, a beginning LTV of 94.7%, and an ending
LTV of 83.0%.

                  Preliminary Ratings Assigned
      Credit Suisse First Boston Mortgage Securities Corp.

           Class         Rating           Amount ($)

           A-1*           AAA             64,132,000
           A-2*           AAA            241,510,000
           A-3*           AAA            101,000,000
           A-AB*          AAA             78,553,000
           A-4*           AAA            575,660,000
           A-1-A*         AAA            432,620,000
           A-J*           AAA            100,343,000
           B              AA              58,339,000
           C              AA-             16,334,000
           D              A               32,670,000
           E              A-              25,669,000
           F              BBB+            23,336,000
           G              BBB             18,668,000
           H              BBB-            25,669,000
           J              BB+              4,668,000
           K              BB              11,667,000
           L              BB-              9,335,000
           M              N.R.             7,000,000
           N              N.R.             9,334,000
           O              N.R.             4,668,000
           P              N.R.            25,669,179
           A-X**          AAA          1,866,844,179
           A-SP**         AAA          1,715,073,000

              * Classes A-1, A-2, A-3, A-AB, A-4, and A-1A
                receive interest and principal before class A-J.
                Losses are borne by class A-J before classes A-1,
                A-2, A-3, A-AB, A-4, and A-1A, which will be
                applied pari passu.

             ** Interest-only class with a notional dollar amount.

           N.R. - Not rated.


DANA CORP: Fitch Upgrades Senior Unsecured Debt Rating to BBB-
--------------------------------------------------------------
Fitch Ratings has upgraded Dana Corporation's senior unsecured
debt rating to 'BBB-' from 'BB+' and assigns a rating of 'BBB-' to
new $450 million 10-year senior unsecured notes.

The Positive Rating Watch put in place on Aug. 2, 2004 has now
been resolved as the proceeds from a new issuance of senior
unsecured notes and the sale of the Automotive Aftermarket Group -
- AAG -- will be used to make a voluntary pension fund
contribution and to retire outstanding indebtedness in a tender
offer currently in progress.  Including the completion of the
tender offer, approximately $2 billion of Dana's debt is affected
by this rating action.

Fitch's rating action reflects Dana's enhanced liquidity, sharply
improved credit metrics, and improved business profile, as well as
Dana's improved operational performance.

On November 30, Dana completed the sale of its automotive
aftermarket parts business to The Cypress Group for total proceeds
of approximately $1.0 billion, about $950 million in cash with a
$50 million seller's note.  Dana announced yesterday the results
to date of its tender offer, commenced on Nov. 15, 2004, for its
$250 million of 10%-1/8% notes due 2010, EUR200 million of 9% Euro
notes due 2011, and $575 million of 9% notes due 2011.

In aggregate, holders had tendered approximately $835 million in
principal, representing roughly 76% of the total amount in the
tender offer.  Today, Dana announced an offer to privately place
$450 million principal amount senior unsecured notes.  Dana said
it would use the net proceeds from the note offering, combined
with proceeds from the sale of AAG, to make approximately $200
million of pension fund contributions and to purchase its
outstanding indebtedness currently in its tender offer.

Remaining proceeds will be used to enhance Dana's cash portfolio.
However, Fitch believes relatively small but strategic, bolt-on
acquisitions could occur.

Fitch anticipates debt reduction of approximately $480 million
after premium for tendering and the fees and expenses of the
private placement.  This should result in an approximate 20%
reduction in debt to about $2 billion.  This potentially implies a
reduction in debt-to-EBITDA from 4.0 times to 3.3x.

In addition, interest expense savings on this portion of the debt
could be in the range of approximately $40 million with added
savings on the refinanced high yield debt in the $7 million to $10
million range.  Dana's cash and marketable securities balance
should be about $655 million after a $200 million voluntary
pension contribution and reflects a significant increase from $487
million as of Sept. 30.

This could potentially result in a net debt level of approximately
$1.3 billion versus $1.9 billion in balance sheet debt as of Sept.
30 plus a reduced underfunded pension position.

Operationally, Dana continues to make progress (EBITDA margins
improved to 6.9% from 5.3% in 2002 for the 12 months ended Sept.
30, 2004) with results being somewhat slowed by high commodity
prices and the impacts associated with the rapid ramp-up of
commercial vehicle volumes.  This rapid increase in volumes has
led to the emergence of inefficiencies throughout the commercial
vehicle supply chain, with the effect being felt particularly in
the area of working capital management.

Fitch anticipates that these inefficiencies should be temporary,
resulting eventually in improved EBITDA margin and working
capital.  This change, along with ongoing new business wins,
should lead to improved performance in 2005 to include the
generation of free cash flow.


DAVITA INC: Moody's Reviewing Low-B Ratings & May Downgrade
-----------------------------------------------------------
Moody's Investors Service placed the ratings of DaVita, Inc., on
review for possible downgrade.  The rating action follows the
announcement by DaVita that it has entered into an agreement to
purchase Gambro Healthcare, the U.S. dialysis clinics of Sweden's
Gambro AB, for $3.05 billion in cash.  The transaction is expected
to be financed through a new credit facility and the issuance of
notes.

Ratings placed on review for possible downgrade:

   * $115 million senior secured revolving credit facility due
     2007, rated Ba2

   * $150 million senior secured term loan A (amortized to
     $93 million) due 2007, rated Ba2

   * $1,050 million senior secured term loan B (amortized to
     $1,030 million) due 2010, rated Ba2

   * $250 million senior secured term loan C due 2010, rated Ba2

   * Ba2 senior implied rating

   * Ba3 senior unsecured issuer rating

Ratings Withdrawn:

   * $200 million senior secured term loan B due 2009, rated Ba2,
     because it was refinanced

   * $850 million senior secured term loan B due 2009, rated Ba2,
     because it was refinanced

Moody's review will primarily focus on DaVita's ability to service
its new, and significantly higher, debt burden with free cash flow
from operations.  While the combination of DaVita and Gambro
Healthcare will diversify DaVita's revenues and cash flows,
Moody's will consider the capital needs of the combined company
going forward.

Moody's is also concerned about the ongoing Department of Justice
and third-party carrier investigations at DaVita.  In addition,
Moody's understands that DaVita and other U.S. dialysis service
providers have received subpoenas for information related to
documentation of testing for parathyroid hormone levels and to
products relating to vitamin D therapies.

Davita, Inc., is an independent provider of dialysis services for
patients suffering from chronic kidney failure.  The Company
operates and provides administrative services to kidney dialysis
centers and home peritoneal dialysis programs domestically
throughout the US.  For the nine months ended September 30, 2004,
Davita reported total revenues of $1.7 billion.

Gambro AB is a global medical technology and healthcare company
with positions in renal care (services and products) and blood
component technology.  Gambro generated approximately
$3.23 billion (SEK 26.1 billion) of revenue in 2003, 60 percent of
which was for dialysis services.


DAVITA INC: S&P Places BB Rating on CreditWatch Developing
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on dialysis
services provider DaVita, Inc., (including the 'BB' corporate
credit rating) on CreditWatch with developing implications.  The
CreditWatch listing follows DaVita's announcement that it agreed
to acquire Gambro Healthcare for approximately $3.05 billion in
cash.  CreditWatch developing means that the ratings could be
lowered, raised, or affirmed following the completion of Standard
& Poor's review.

The proposed acquisition will add about 565 dialysis centers to
DaVita's operations.  After the transaction, DaVita will serve
about 96,000 patients through 1,200 clinics in 41 states, and the
combined entities' annual revenues will be well over $4 billion.
"However, uncertainty remains regarding the financing of the
transaction and the subsequent capital structure," said Standard &
Poor's credit analyst Jesse Juliano.

Standard & Poor's plans to meet with management to resolve the
CreditWatch listing in the near future.


DEX MEDIA: Promotes 3 Sales & Marketing Leaders to Key Positions
----------------------------------------------------------------
Dex Media, Inc. (NYSE: DEX), the leading publisher of print and
online directories across its 14-state region, made some lateral
changes in its management team this week "to create a structure
that is aligned with the company's strategic focus."

   (A) Kristine Shaw, one of two regional senior vice presidents
       of Sales, will now serve as senior vice president of a
       newly-created Field Marketing organization.  The
       organization will be responsible for local analytics and
       decision-making, based on differentiated customer,
       competitive and market needs.

   (B) Corporate Marketing, responsible for traditional marketing
       functions, will be led by Maggie Le Beau, senior vice
       president of Marketing.  The group, whose responsibilities
       include the company's Internet and digital initiatives,
       will continue to accelerate product and pricing innovation.

   (C) Linda Martin, currently a senior vice president of Sales,
       will have sole responsibility for the company's sales
       organization, which includes approximately 1,000 sales
       people.

All three senior vice presidents will continue to report to Chief
Operating Officer Marilyn Neal.  Both the Sales and Marketing
organizations are making other changes in their organizations as
part of the restructure.

"In addition to facilitating effective competition, these changes
will help drive a deeper understanding of our business, broaden
our analytic capabilities and accelerate innovation," says George
Burnett, president and CEO.  "The changes we are making will help
us take our industry-leading performance to the next level.

"Our senior leadership has the experience and versatility to move
seamlessly into these new roles, structuring and staffing their
teams for optimal effectiveness," Mr. Burnett added.

                      About Dex Media, Inc.

Dex Media, Inc., is the exclusive publisher of the official White
and Yellow Pages directories for Qwest Communications
International Inc.  The company publishes 259 directories in
Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New
Mexico, North Dakota, Oregon, South Dakota, Utah, Washington and
Wyoming. In 2003, after giving effect to the acquisition of Dex
Media West, LLC, Dex Media, Inc., generated revenues of
approximately $1.6 billion.

Dex Media printed and distributed approximately 43 million print
directories and CD-ROMs and served more than 400,000 local and
4,000 national advertiser accounts in 2003.  The company's leading
Internet based directory, DexOnline.com, is the most used Internet
Yellow Pages in the states Dex Media serves, according to market
research firm comScore.

                          *     *     *

As reported in the Troubled Company Reporter on June 18, 2004,
Fitch Ratings affirmed these ratings on Dex Media's subsidiaries,
Dex Media East LLC (DXME) and Dex Media West LLC (DXMW):

   DXME

     -- $1.1 billion senior secured credit facility 'BB-';
     -- $450 million senior unsecured notes due 2009 'B';
     -- $525 million senior subordinated notes due 2012 'B-'.

   DXMW

     -- $2.1 billion senior secured credit facility 'BB-';
     -- $385 million senior unsecured notes due 2010 'B';
     -- $780 million senior subordinated notes due 2013 'B-'.

In addition, Fitch has assigned a 'CCC+' rating to the holding
company's, Dex Media Inc., $500 million 8% notes due 2013 and its
$750 million 9% aggregate principal discount notes due 2013, which
has a current accreted value of $512 million.  Approximately
$6.3 billion of debt is affected by Fitch's actions.  The Rating
Outlook is Stable.

On July 28, 2004, Moody's Investor Service upgraded its credit
ratings by two notches to B3.

In anticipation of a common stock offering and the use of a
portion of the proceeds to reduce debt, on May 17, 2004, Standard
& Poors revised the outlook on Dex's single-B credit ratings to
stable from negative.


DIGITALNET INC: S&P Withdraws Low-B Ratings After Debt Redemption
-----------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its ratings on
DigitalNet, Inc., and removed them from CreditWatch, where the
ratings were placed on Sept. 13, 2004, following the announced
acquisition of DigitalNet by BAE Systems (BBB/Stable/A-2).
Following the completion of the acquisition, DigitalNet's senior
unsecured debt has been redeemed.

As reported in the Troubled Company Reporter on Sept. 15, 2004,
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and 'B' senior unsecured debt ratings of Herndon, Virgnia-
based DigitalNet on CreditWatch with positive implications.


DII/KBR: Court Okays $3 Mil. La Bonne Purchase & Sale Agreement
---------------------------------------------------------------
Kellogg Brown & Root, Inc., sought and obtained the United States
Bankruptcy Court for the Western District of Pennsylvania's
authority to enter into a purchase and sale agreement with La
Bonne Affaire, LLC.

Pursuant to the Purchase and Sale Agreement, KBR will convey to
La Bonne a 100.93-acre tract of land in Plaquemines Parish,
Louisiana, in exchange for a $3,027,000 cash payment.

La Bonne agreed that the sale will be on an "as is, where is"
basis and has waived the benefit of any representations,
warranties or guarantees as to the quality, condition -- whether
environmental or otherwise -- merchantability, suitability or
fitness of the KBR-owned Property for any of La Bonne's purposes
or intended uses.

Michael G. Zanic, Esq., at Kirkpatrick & Lockhart, LLP, in
Pittsburgh, Pennsylvania, discloses that the Property has not been
used by KBR for any business purpose for over 10 years and is not
anticipated to add any strategic or monetary value to KBR's
business operations in the foreseeable future.  In recent years,
KBR subdivided the Property into two parcels -- Parcel 26A and
Parcel 26B.  KBR leased Parcel 26B, consisting of approximately
17.718 acres, to La Bonne and Parcel 26A, with approximately
76.636 acres, to an unaffiliated business entity.

KBR decided to sell the Property because the property is not a key
component of its core business activities, Mr. Zanic notes.  In
addition, the Property burdens KBR by positioning the company as a
landlord, a job function that is outside of KBR's normal business
operations.  After a substantial marketing period, KBR accepted La
Bonne's offer to purchase the Property.

KBR obtained an appraisal of the Property.  The Property was
valued at $0.56 per square foot.  At the conclusion of the
marketing period, and after reviewing all offers for the
Property, KBR accepted La Bonne's offer -- $0.68 per square foot
or a $3,027,000 purchase price.  Hence, the purchase price offered
by La Bonne was well above the appraised value of the land.

KBR agrees to defend, indemnify and hold La Bonne harmless from
and against any claims and damages directly arising out of the
Environmental Conditions.  KBR's total obligation to indemnify La
Bonne will in no event exceed the purchase price of the Property,
and that obligation will survive for a period of time not to
exceed one year from the date the sale is closed.  KBR will in no
event be liable for any indirect, consequential, incidental or
special damages, including, without limitation:

    -- loss of profits or revenue;
    -- interference with business operations;
    -- loss of tenants, lenders, investors or buyers;
    -- diminution in value of the KBR-Owned Property; or
    -- loss of or inability to use the KBR-Owned Property.

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)


DYER FABRICS: Wants Exclusive Period Extended Through March 9
-------------------------------------------------------------
Dyer Fabrics, Inc., asks the U.S. Bankruptcy Court for the Western
District of Tennessee for an extension, through and including
March 9, 2005, of the time within which it alone can file a
chapter 11 plan.  The Debtor also asks the Court for more time to
solicit acceptances of that plan from their creditors, through
May 9, 2005.

This is the Debtor's first request for an extension of its
exclusive periods.

The Debtor gives the Court four reasons militating in favor of its
request for more time to propose and file a chapter 11 plan
without interference from other parties-in-interest:

   a) the Debtor is continuing its efforts to operate its
      business, find funding for business operations, and
      restructure its operations;

   b) the proposed extension of its exclusive periods will not
      prejudice the creditors and other parties in interest
      because it is continuing to operate and has the resources to
      satisfy its post-petition debts as they become due;

   c) the requested extension is needed to provide the Debtor with
      sufficient opportunity to develop and negotiate the terms of
      a consensual plan of reorganization that will maximize
      payment to creditors; and

   d) the Debtor is not using the exclusive period to pressure
      creditors to submit to any demands in bankruptcy.

Headquartered in Dyersburg, Tennessee, Dyer Fabrics Inc., a
textile wholesaler and manufacturer, filed for chapter 11
protection on July 9, 2004 (Bankr. W.D. Tenn. Case No. 04-30609).
Steven N. Douglas, Esq., at Harris, Shelton, Dunlap represent the
Debtor in its restructuring. When the Debtor filed for protection
from its creditors, it listed estimated assets and debts of $10
million to $50 million.


ENRON CORP: Amends CrossCountry Purchase Agreement
--------------------------------------------------
Debtors Enron Corp., Enron Operations Services, LLC, and Enron
Transportation Services, LLC, and non-debtor affiliate EOC
Preferred LLC sought and obtained the Court's permission to enter
into an amendment on the terms of the Purchase Agreement with CCE
Holdings, LLC, dated June 24, 2004.

The Debtors completed the sale of the CrossCountry membership
interest to CCE Holdings on November 17, 2004, a day after the
Court approved the terms of the Amendment.

As previously reported, the Court approved the Purchase Agreement
for the sale of the Debtors' membership interests in
CrossCountry, LLC, to CCE Holdings on September 10, 2004.  The
Purchase Agreement provides that it may be amended in an
instrument signed by each party to the Purchase Agreement.  The
Purchase Agreement may be amended without further Court approval
unless the amendment is material or changes the economic
substance of the contemplated transaction.

                    Transwestern Credit Agreement

On November 13, 2001, Transwestern Pipeline Company entered into
that certain Transwestern Pipeline Company Credit Agreement with
Citicorp North America, Inc., as paying agent and Citicorp North
America, Inc., and JPMorgan Chase Bank as Co-Administrative
Agents.  Under the Credit Agreement Transwestern assumed 55% of
the Termination Payment.

The Transwestern Credit Agreement includes indemnity provisions
pursuant to which Transwestern is obligated to indemnify the
certain parties for losses arising out of or in connection with
the Credit Agreement or the transaction in which any proceeds of
all of the advances thereunder were applied.

                        Citibank Litigation

On December 1, 2003, the Debtors filed a complaint against
Citigroup, Inc., et al., seeking to avoid certain preferential
payments or transfers made to Citigroup in connection with a
prepay takeout transaction, including the transactions
contemplated by the Transwestern Credit Agreement.  As a result
of the Citibank Litigation, Citigroup may have the ability to
assert a claim for indemnification under the Transwestern Credit
Agreement.

CCE Holdings has insisted, as part of a comprehensive resolution
of various pre-closing issues, that any risk associated with an
indemnification claim be eliminated.  In that regard, the Parties
agreed to amend the Purchase Agreement.

                            The Amendment

Among others, the Amendment provides that in the event, and only
to the extent, that the Debtors are successful in recovering
amounts from Citigroup in accordance with the Citibank
Litigation, the proceeds will be held in escrow and will be
applied to reimburse CCE Holdings for amounts, if any, it may be
required to pay to Citigroup under the indemnification provisions
under the Transwestern Credit Agreement.

The salient terms of the Amendment are:

    A. Additional Indemnification Obligations

       The indemnification provisions of the Purchase Agreement
       will be amended to provide that the Debtors will, severally
       and not jointly, and in the case of Enron, severally and
       jointly, indemnify CCE Holdings and the Indemnified Parties
       and hold them harmless from any losses actually suffered or
       incurred arising out of Transwestern's indemnification
       obligation pursuant to the Transwestern Credit Agreement,
       but only to the extent the Citibank Litigation
       Indemnification Obligation results from the Citibank
       Litigation.

    B. Indemnification Cap

       The amounts paid by the Debtors for indemnification of
       losses under the Purchase Agreement will be limited to,
       $137,500,000 in the aggregate, plus Allocated Interest and
       Expenses, if any, with each of the Debtors limited to an
       amount equal to the product of its Percentage Interest
       multiplied by the Special Indemnification Cap.

       Allocated Interest and Expenses will be defined to mean
       With respect to any judgment or settlement in respect of
       the Citibank Litigation in which interest and expenses are
       awarded, either:

          (a) if specifically identified in the documentation
              evidencing the judgment or settlement effecting a
              resolution of the Citibank Litigation as being
              attributable to claims in respect of transactions
              involving Transwestern described in the complaint
              filed in connection with the Citibank Litigation,
              the aggregate amount of the interest and expenses so
              identified; or

          (b) if not specifically identified in the documentation,
              a proportionate share of the aggregate amount of
              the interest and expenses determined by multiplying
              the aggregate interest and expenses by a fraction,
              the numerator of which is $137,500,000 and the
              denominator of which is the total amount of damages
              sought by Enron or its affiliates in the Citibank
              Litigation and other proceedings, if any, related to
              the judgment or settlement without regard to any
              award of interest and expenses.

    C. Limitations on Indemnification

       No claim may be asserted nor may any action be commenced
       against the Debtors pursuant to Section 10.2(a)(iv) of the
       Purchase Agreement after entry of an Order of the
       Bankruptcy Court or other court of competent jurisdiction:

          (a) dismissing with prejudice all of Enron's claims in
              the Citibank Litigation against Citibank North
              America, Inc., and its affiliates subject to the
              Litigation, and on notice to and after an
              opportunity to be heard by Citibank, determines that
              there are no bases in law or fact for Transwestern
              to have a Citibank Litigation Indemnification
              Obligation to Citibank; and either:

                 * the time for any available appeal of the
                   Court's dismissal has expired without an appeal
                   having been taken; or

                 * no appeal is available;

          (b) adjudicating the Citibank Litigation in its entirety
              in Citibank's favor and on notice to and after an
              opportunity to be heard by Citibank, determines that
              there are no bases in law or fact for Transwestern
              to have a Citibank Litigation Indemnification
              Obligation to Citibank; and either:

                 * the time for any available appeal from the
                   order has expired without an appeal having been
                   taken; or

                 * no appeal is available; or

          (c) approving a complete settlement of the Citibank
              Litigation that contains a full and complete release
              of Transwestern with respect to the Citibank
              Litigation Indemnification Obligation without
              Transwestern having to pay anything to any party.

    D. Special Indemnity Escrow; Limitation on Recourse

       In the event that Enron or an Enron affiliate who is a
       plaintiff in or who becomes a plaintiff in the Citibank
       Litigation receives any cash award or consideration as a
       result of the litigations' judgment or settlement, the
       Debtors or the payees of the Citibank Litigation Proceeds
       will deposit into an escrow fund, earning market interest,
       pursuant to an escrow agreement to be reasonably acceptable
       to CCE Holdings, an amount equal to the lesser of:

          (a) $137,500,000 plus any Allocated Interest and
              Expenses, if any;

          (b) the aggregate actual Citibank Litigation Proceeds
              received in connection with any judgment or
              settlement in the Citibank Litigation; and

          (c) that portion of the Citibank Litigation Proceeds
              that is specifically identified in the documentation
              evidencing the judgment or settlement effecting a
              resolution of the Citibank Litigation as being
              attributable to claims in respect of transactions
              involving Transwestern described in the complaint
              filed in connection with the Citibank Litigation and
              as to which, in the case of any settlement only,
              Citibank has agreed in writing is the absolute cap
              on any amount it may seek from Transwestern in
              respect of the Citibank Litigation Indemnification
              Obligation.

       Subject to and in accordance with the terms of the Citibank
       Litigation Proceeds Escrow Agreement, the Citibank
       Litigation Proceeds Escrow Fund will be maintained in
       effect until the earlier of:

          (a) the Debtors' indemnification obligation having been
              satisfied in full as determined in writing by CCE
              Holdings; and

          (b) a court of competent jurisdiction having issued
              a final, nonappealable order, on notice to and after
              an opportunity to be heard by Citibank, determining
              that there are no bases in law or fact for the
              existence of an indemnification claim pursuant to
              the Purchase Agreement.

       If established, the Citibank Litigation Proceeds Escrow
       Fund will be the sole recourse, unless the Debtors fail to
       comply with the Purchase Agreement, of any Purchaser
       Indemnified Party with respect to any Loss arising out of
       or resulting from the Citicorp Litigation under the
       Purchase Agreement.

    E. Transfer Group Company Guaranty

       The Citrus Group Companies, the Northern Plains Group
       Companies and NBP Services Corporation will be excluded
       from the Transfer Group Company Guaranty.

According to Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
in New York, asserts that the terms of the Amendment do not
change the economic substance of the transactions contemplated in
the Purchase Agreement.

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

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


EXIDE TECH: Wants Court to Approve Settlement with Lead Claimants
-----------------------------------------------------------------
Before Exide Technologies and its debtor-affiliates filed for
chapter 11 protection, 108 individuals, including minors,
alleged personal injuries against the Debtors relating to their
alleged exposure to lead.  Many of these individuals also
initiated lawsuits against Exide Technologies and other parties
for their alleged injuries.  Another claimant alleged property
damage against Exide also from lead exposure.  The Debtors
disputed the Lead Claimants' claims and asserted defenses to
them.

Sandra G. McLamb, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, P.C., in Wilmington, Delaware, relates that two of
the Dodd Lead Claimants served as members of the Official
Committee of Unsecured Creditors throughout most of the Chapter
11 cases.

During the time when the Debtors, the Committee, and the Debtors'
prepetition lenders agreed on the terms of a reorganization plan,
which would serve as the basis for the Joint Plan of
Reorganization of the Committee and the Debtors, the parties
began discussions to resolve the Lead Claimants' disputed,
unliquidated claims against the Debtors' estate.

The variance in valuation of the personal injury claims by the
Debtors and the Lead Claimants caused a substantial rift in the
parties' positions, leading to an impasse that required
intervention by the Committee.  The Committee vigorously pursued
settlement discussions with the Lead Claimants over the course of
several months.

In April 2004, the Committee, the Debtors and the Lead Claimants
reached an agreement in principle as to the terms of a settlement
of the Lead Claimants' claims.  Under the agreement, the Lead
Claimants would be provided an allowed general unsecured non-
priority claim against the Debtors under the Joint Plan in an
aggregate fixed amount.  The Lead Claimants, in turn, would:

   -- provide general releases to the Debtors and certain other
      entities;

   -- support confirmation of the Joint Plan; and

   -- dismiss all pending lawsuits and withdraw their proofs of
      claim in the Chapter 11 cases.

The parties have worked diligently to finalize the details of the
agreement and negotiate a written settlement agreement.  Those
efforts were realized on November 12, 2004, when the Debtors, the
Committee and the Lead Claimants finalized a letter agreement
memorializing the April agreement in principle.

The Debtors ask the Court to approve:

     * the terms and conditions of the Letter Agreement; and

     * a settlement bar order binding on non-settling third
       parties.

The Letter Agreement provides that:

   (a) The Lead Claimants will receive an allowable general
       unsecured non-priority claim in the Chapter 11 cases in an
       aggregate fixed amount.  The Allowed Claim will be treated
       as a Class P4-A claim;

   (b) The Lead Claimants and the Lead Claimant Firms will have
       responsibility for apportioning and obtaining the
       necessary Court approvals for the appointment of the
       agreed claim among the Lead Claimants.  All costs
       associated with approval and administration of the
       settlements, including the minor claimants' settlement,
       are to be paid by the Lead Claimants from the Allowed
       Claim;

   (c) The Lead Claimants will execute a complete release of the
       Debtors and other related entities for all claims
       relating to the alleged damages;

   (d) All pending or filed litigation against the persons and
       entities subject to the releases will be dismissed with
       prejudice.  All pending proofs of claim filed by the Lead
       Claimants and the Lead Claimant Firm in the Chapter 11
       cases will be withdrawn;

   (e) The workers' compensation claims pending in the state of
       Iowa are not subject to the Agreement; and

   (f) Nothing in the Agreement may be construed to constitute
       liability or admission on the part of any party thereto.

                       Confidential Items

The Debtors seek confidential treatment of:

   -- The amount of claim provided to the Lead Claimants;

   -- The reserve allocated for all other lead claims;

   -- The specific identities of certain persons and entities
      being released by the Lead Claimants under the Agreement;
      and

   -- The names and personal and employment information of
      certain individuals listed in Exhibit C to the Agreement.

The Debtors believe that these items constitute confidential
material within meaning of Section 107(b) of the Bankruptcy Code.
Accordingly, the Debtors ask the Court that these items would not
be provided to any other person or entity, and not otherwise made
available to the general public or any other parties-in-interest
in these Chapter 11 cases.

Ms. McLamb explains that keeping the amount of the liquidated
claim and the reserve confidential is necessary because public
dissemination of the information would be prejudicial to the
Debtors, their estate, and creditors.  Because the Agreement does
not resolve all of the Debtors' lead claims, there remain many
lead claimants with whom the Debtors must negotiate to resolve
their claims.  If the amount of the settlement with the Lead
Claimants and the reserve for the outstanding lead claims were to
become public, the Debtors' bargaining position with regard to
other lead claims would be compromised.  Not only would those
remaining lead claimants know the amount at which the Debtors
valued other lead claims, but other lead claimants would also
know the exact amount that the Debtors reserved for their claims.
As a result, the remaining lead claimants would have a distinct
advantage in any negotiations with the Debtors.  Furthermore,
amount disclosure could increase the difficulty and cost of
resolving the remaining claims and potentially delay
distributions.

With regard to certain persons or entities released under the
Agreement, those names should remain confidential because the
release claims are held by and between non-debtor parties.
Neither the Debtors nor their estate assert claims against those
persons or entities specifically released under the Agreement,
and therefore, the settlement and release of those claims should
not be made a public affair merely because the Debtors were party
to certain lawsuits.

With regard to Exhibit C to the Agreement, the Debtors and the
employees also have a legitimate interest in keeping personal
information from public disclosure.  Moreover, neither the
identities of the named defendants released under the Agreement
nor the employee information are relevant to whether the
settlement and the Agreement are sufficient under the Bankruptcy
Code.

Ms. McLamb asserts that there will be no prejudice to the public
by the lack of disclosure of the confidential material.  The
Court and the Committee have received unredacted copies of the
Agreement.  The request is reasonable and would be enforceable
outside of bankruptcy.  According to Ms. McLamb, there is a
strong likelihood that the parties could have kept the terms
confidential absent the bankruptcy filing.

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


EYE CARE: S&P Places B Rating on CreditWatch Developing
-------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on Eye Care Centers of America, Inc., to developing
from negative following the company's announcement that it has
entered into an agreement to be acquired by Moulin International
Holdings Ltd. and Golden Gate Capital for a total consideration of
about $450 million, including total debt of about $220 million.
The transaction, which is subject to regulatory and shareholder
approval, is expected to close in the first quarter of 2005.

As reported in the Troubled Company Reporter on May 13, 2004,
Standard & Poor's Ratings Services placed its ratings on optical
retailer Eye Care Centers, including the 'B' corporate credit
rating, on CreditWatch with negative implications.

Eye Care Centers is the second-largest optical retail chain in the
U.S., operating 378 stores in 33 states.

Standard & Poor's will resolve the CreditWatch listing as more
information becomes available regarding the financing of the
proposed transaction and following a review of the company's
capital structure and financial policies.


FAIRFAX FINANCIAL: Prices Cash Tender Offer
-------------------------------------------
Fairfax Financial Holdings Limited (TSX:FFH.SV)(NYSE:FFH)
disclosed the pricing terms of its previously announced cash
tender offer for certain of the outstanding debt securities of
Fairfax and its wholly-owned subsidiary, TIG Holdings, Inc.

Holders who tendered their Notes at or prior to Dec. 2, 2004 will
receive the applicable Total Consideration, which includes the
Early Tender Payment.  Holders who tender their Notes after the
Early Tender Date and at or prior to 12:00 midnight, New York City
time, on Dec. 20, 2004, will receive the applicable Tender Offer
Consideration, but will not receive the Early Tender Payment.

Title of           Reference     Reference   Fixed        Tender
Security  Issuer    Security         Yield  Spread  Offer Yield(1)
================================================================

8-1/8%
Notes              1-5/8% U.S.T.
due 2005   TIG      due 3/31/05       2.277%   0.35%        2.627%

7-3/8%
Notes              1-5/8% U.S.T.
due 2006  Fairfax   due 2/28/06       2.732%   0.50%        3.232%

6-7/8%
Notes              2-5/8% U.S.T.
due 2008   Fairfax  due 5/15/08       3.284%   1.25%        4.534%

                                     Early
Title of             Total           Tender           Tender Offer
Security      Consideration (2)      Payment(2)  Consideration (2)
==================================================================

8-1/8% Notes        $1,017.14        $40.00                $977.14
due 2005

7-3/8% Notes        $1,049.63        $40.00              $1,009.63
due 2006

6-7/8% Notes        $1,071.25        $40.00              $1,031.25
due 2008

   (1) Based on the specified fixed spread for that series over
       the yield of the applicable reference U.S. Treasury
       security.

   (2) Per $1,000 principal amount of Notes that is accepted for
       purchase.

The settlement date for the Offer is expected to be December 21,
2004. Holders whose Notes are validly tendered and accepted for
purchase will receive accrued and unpaid interest from the last
interest payment date to but not including the settlement date.

The complete terms and conditions of the Offer are set forth in
the Offer to Purchase dated November 18, 2004.

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.
         U.S. Toll-Free: 800-859-8509
         Collect: 212-269-5550

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 (TSX:FFH.SV) (NYSE:FFH) 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 UNION: S&P Affirms BB+ Rating on Class G Certificates
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
B, C, D, E, and F from First Union National Bank Commercial
Mortgage Trust's commercial mortgage pass-through certificates
series 2000-C1.  Concurrently, all other outstanding ratings from
this transaction are affirmed.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.

As of November 2004, the trust collateral consisted of
135 commercial mortgages with an outstanding balance of
$733.1 million, down 5.6% since issuance.  There have been six
realized losses totaling $3.4 million (0.44% of initial pool
balance) to date.  The master servicer, Wachovia Bank N.A.,
reported partial or full year 2003 net cash flow -- NCF -- debt
service coverage ratios -- DSCRs -- for 89.6% of the pool.  Credit
tenant leases -- CTLs, consisting of seven CTLs totaling
$29.4 million, account for 4.0% of the pool.  Four loans totaling
$18.8 million, or 2.6% of the pool, have been defeased.  Based on
this information and excluding defeasance and CTLs, Standard &
Poor's calculated a pool DSCR of 1.25x, down slightly from 1.28x
at issuance.

The current weighted average DSCR for the top 10 loans, which
comprise 29.4% of the pool, improved slightly to 1.26x from 1.24x
at issuance.  Only four of the top 10 loans have DSCRs that have
improved since issuance, and two are on Wachovia's watchlist.

There are four loans, with a combined balance of $28.3 million
(3.9% of the pool) that are with the special servicer, ARCap
Servicing, Inc:

   -- Sterling University Apartments has a current balance of
      $12.8 million (1.76%).  The loan is 90-plus days delinquent
      and is secured by a 180-unit, 600-bed student housing
      multifamily property located one mile south of the
      University of Auburn's main campus in Auburn, Alabama.
      Occupancy and DSCR have fallen at the property during the
      past two years, reporting 79% occupancy and NCF DSCR of
      0.88x as of May 2004.  The property was built in 1999 and
      the most recent Wachovia property condition dated
      May 3, 2004 notes the property in good condition.  The
      borrower is cooperative and is attempting to sell the asset.

   -- Chateau Vestavia has a balance of $10.2 million (1.39%) and
      is secured by a 175-bed healthcare facility located in
      Birmingham, Alabama.  The borrower has been paying as agreed
      in a short-term forbearance agreement and has offered a
      discounted payoff -- DPO.  The special servicer has accepted
      the DPO, which should result in a small loss, and it is
      expected to close by year-end.

   -- Comfort Inn - Bossier City has a current balance of
      $3.43 million (0.47%) and is secured by a 77-room limited
      service hotel in Louisiana built in 1996.  The loan remains
      current.  It was transferred to the special servicer due to
      a relief request from the borrower, but the borrower
      continues to pay as agreed.  Occupancy of 58%, NCF DSCR of
      0.92x, and an average daily rate of $65.64 were reported for
      year-end 2003.

   -- North Forty Estates has a current balance of $1.8 million
      (0.25%) and is secured by a 66-unit multifamily property
      located in Shreveport, Louisiana.  The borrower defaulted on
      his loan and declared bankruptcy.  The special servicer is
      pursuing foreclosure to gain control of the property for
      disposal.  A loss is expected upon disposition.

The servicer's watchlist includes 43 loans totaling $210.1 million
(28.7%).  The loans on the watchlist appear due to low
occupancies, DSC, or upcoming lease expirations, and were stressed
accordingly by Standard & Poor's.

The pool has significant geographic concentrations in:

               * Florida (14.8%),
               * California (11.7%),
               * Texas (8.2%),
               * Nevada (7.8%),
               * Maryland (7.4%), and
               * Illinois (6.5%).

Significant property type concentrations include:

               * retail (36.3%),
               * multifamily (33.6%),
               * office (10.9%),
               * lodging (10.1%), and
               * senior housing (4.1%).

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

                         Ratings Raised

      First Union National Bank Commercial Mortgage Trust
       Commercial mortgage pass-thru certs series 2000-C1

                    Rating
         Class   To        From     Credit Enhancement
         -----   --        ----     ------------------
         B       AAA       AA                   21.60%
         C       A+        A                    16.84%
         D       A         A-                   15.25%
         E       BBB+      BBB                  11.81%
         F       BBB       BBB-                 10.22%

                        Ratings Affirmed

      First Union National Bank Commercial Mortgage Trust
       Commercial mortgage pass-thru certs series 2000-C1

           Class       Rating     Credit Enhancement
           -----       ------     ------------------
           A-1         AAA                    26.90%
           A-2         AAA                    26.90%
           IO          AAA                        NA
           G           BB+                     6.25%


GADZOOKS, INC.: Pays $30,000 to Cure DIP Loan Covenant Defaults
---------------------------------------------------------------
Gadzooks, Inc., discloses that as of November 30, 2004, it wasn't
in compliance with the cash sales receipt financial performance
covenant contained in its Debtor-in-Possession Loan and Security
Agreement dated February 3, 2004, with Wells Fargo Retail Finance,
LLC, as amended.  Gadzooks says it also broke a timely financial
reporting covenant buried in the DIP loan pact.

Under the terms of the DIP Loan Agreement, the covenant breaches
constitute events of default and could result in Wells Fargo's
acceleration of Gadzooks' indebtedness.  As of November 30, 2004,
$7,246,083 was outstanding in principal and interest and
$7,472,790 was outstanding in letters of credit under the Well
Fargo DIP Loan Agreement.

Further, a default under the DIP Loan Agreement constitutes a
default under Gadzooks Debtor-in-Possession Loan and Security
Agreement dated as of October 29, 2004, by and with Gryphon Master
Fund, L.P.  Gryphon has an acceleration right too.  As of November
30, 2004, $5,055,722 was outstanding in principal and interest
under the Gryphon Loan Agreement.

Gadzooks has received waivers from the lenders under both of these
loan agreements, pursuant to which the lenders have agreed to
waive Gadzooks' non-compliance with this financial covenant,
subject to certain conditions.  In connection with the waivers,
Gadzooks paid a $25,000 waiver fee to Wells Fargo and a $5,000
waiver fee to Gryphon.

As of December 6, 2004, Gadzooks remedied the financial reporting
covenants.

Gryphon Partners is a Gadzooks shareholder. Gryphon advanced
money when Wells Fargo Retail Finance refused to in early
November.  The Gryphon loan accrues interest at 17%, required
payment of an up-front $150,000 fee, matures on May 30, 2005, and
is secured by superpriority post-petition liens subordinated to
Well Fargo's existing liens.

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
selling casual clothing, accessories and shoes for 16-22 year old
females. The Company now operates 243 stores in 40 states. 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.


GATEWAY EIGHT: Wants to Employ Goodwin Procter as Counsel
---------------------------------------------------------
Gateway Eight Limited Partnership seeks permission from the U.S.
Bankruptcy Court for the District of Massachusetts to retain
Goodwin Procter LLP as its bankruptcy counsel.

Goodwin Procter will:

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

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

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

     d) advise the Debtor regarding its ability to initiate
        actions to collect and recover property for the benefit of
        its estate;

     e) advise and assist the Debtor in connection with any
        potential property disposition;

     f) assist the Debtor in reviewing, estimating and resolving
        claims asserted against the Debtor's estate;

     g) negotiate and prepare on behalf of the Debtor any plan of
        reorganization and all related documents;

     h) appear before the Court and the U.S. Trustee to protect
        the interests of the Debtor;

     i) prepare motions, applications, answers, orders, reports,
        and papers necessary to the administration of the estate;

     j) provide litigation and other general non-bankruptcy
        services for the Debtor to the extent requested by the
        Debtor; and

     k) perform all other legal services for the Debtor that may
        be necessary and proper in this proceeding.

Daniel M. Glosband, P.C., a member at Goodwin Procter, discloses
that his Firm did prepetition services for the Debtor.  The Firm's
professionals will bill the Debtor for their professional services
at their current hourly rates:

        Designation              Rate
        -----------              ----
        Partners             $420 - $700
        Of Counsel            310 -  625
        Associates            220 -  475
        Staff Attorneys       200 -  450
        Legal Assistants      120 -  260

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

Headquartered in Boston, Massachusetts, Gateway Eight Limited
Partnership -- http://www.congressgroup.com/--is a real estate
development, construction, property & asset management and
investment company.  The Debtor filed for chapter 11 protection on
Nov. 30, 2004 (Bankr. Mass. Case No. 04-19692).  When the Company
filed for protection from its creditors, it listed more than $10
million in assets and debts.


GENTEK INC: Will Pay Special Dividends at $7 Per Share on Dec. 27
-----------------------------------------------------------------
The board of directors of GenTek Inc. (NASDAQ: GETI) declared a
one-time special dividend of $7.00 per common share.  The dividend
is payable on December 27, 2004, to holders of record on
December 17, 2004.

"We believe that this dividend provides an excellent means for
shareholders to directly benefit from excess cash generated
through the sale of our KRONE communications business earlier this
year, and from our continued strong cash flow," said Richard R.
Russell, GenTek's president and CEO.  "At the same time, we
preserve a very prudent and flexible capital structure that allows
us to continue to invest in our core businesses."

After giving effect to the special dividend totaling approximately
$71 million, GenTek expects to end the year with minimal
borrowings outstanding under its $125 million revolving credit
facility.

Payment of this special dividend in no way impacts GenTek's
ongoing efforts with Goldman, Sachs & Co. to explore strategic
alternatives, including the possible sale of the company in its
entirety.

                         About GenTek Inc.

GenTek provides specialty inorganic chemical products and services
for petroleum refining, treating water and wastewater, and the
manufacture of personal-care products.  The company also produces
valve-train systems and components for automotive engines and wire
harnesses for large home appliances and automotive suppliers, as
well as other cable products.  GenTek operates over 60
manufacturing facilities and technical centers and has more than
6,900 employees.

GenTek's 1,000-plus customers include many of the world's leading
manufacturers of cars and trucks, heavy equipment, appliances and
office equipment, in addition to global energy companies and
makers of personal-care products. Additional information about the
company is available at http://www.gentek-global.com/

Headquartered in Hampton, New Hampshire, GenTek Inc. -- filed for
Chapter 11 protection on October 11, 2002 (Bankr. D. Del. Case No.
02-12986) and emerged on November 10, 2003 under the terms of a
confirmed plan that eliminated $670 million of debt and delivered
94% of the equity in Reorganized GenTek to the Company's secured
lenders.  Old subordinated bondholders took a 4% slice of the
equity pie and prepetition unsecured creditors shared a 2% stake
in the Reorganized Company.  Old Equity Interests were wiped out.
Mark S. Chehi, Esq., and D.J. Baker, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring.  When the Debtors filed for protection from its
creditors, they listed $1,219,554,000 in assets and $1,456,000,000
in liabilities.


GLOBAL EXCHANGE: Moody's Junks $235 Million Subordinated Debt
-------------------------------------------------------------
Moody's Investors Service downgraded the debt of Global Exchange
Services, Inc., recognizing that debt protection measures are
unlikely to improve given current business trends and GXS' levered
capital structure.  This action concludes the review started in
September 2004.  Since then, an affiliate of GXS' majority owner,
Francisco Partners, announced it acquired two IBM business units,
which it intends to merge with GXS within the next six months.
Moody's believes that the new business units could improve GXS'
operating leverage and cash flow, on the assumption that GXS can
service the new revenue base with its existing operating assets.
However, the rating outlook is negative, signalling the potential
for further ratings fall in the medium term.  Moody's believes
that GXS is likely to increase debt to finance the acquisition,
and it is not certain that the acquisition will improve GXS' debt
servicing ability.  For the longer term, GXS will increase its
concentration in EDI following the acquisition.  EDI has been a
declining business, keeping the rating under pressure.

These ratings have been affected:

   * Senior implied rating lowered to B2 from B1;

   * $100 million senior secured credit facilities downgraded to
     B2 from B1;

   * $105 million FRNs due 2008 downgraded to B3 from B2;

   * $235 million subordinated debt due 2009 downgraded to Caa1
     from B3;

   * Senior unsecured issuer rating downgraded to B3 from B2.

The ratings reflect Moody's expectation that GXS' business risks
and debt metrics will not quickly return to those of a B1 company.
GXS operating performance declined during the early part of 2004
despite the improvement in the overall business environment,
reflecting continuing weakness in its product line.  Some of the
shortfall was caused by reducing pricing to obtain more stable
contract terms.  Operating margins did improve in the third
quarter despite a small sequential drop in revenues, following
restructuring efforts designed to reduce costs and improve
operating efficiencies.  Moody's believes customer attrition is
likely to continue as alternatives to traditional EDI develop, and
as larger companies develop internal capacity.  The ratings
recognize uncertainty regarding the long-term deterioration in
GXS' core product lines, and the uncertainty about the cost and
long term success of new products being developed to replace lost
EDI revenue.

The ratings are supported by:

   (1) the potential for GXS to be cash flow positive following
       the merger with the IBM units; by the expectation that the
       acquisition will be partly funded by a new equity
       contribution; and

   (2) the likelihood that GXS debt terms, which have been up in
       the air for more than a year, will be resolved as part of a
       recapitalization.

The rating outlook is negative due to a number of short and long-
term pressures.  In the near term, ratings could fall further if
GXS debt metrics are weakened following the acquisition.  A
failure to complete the merger with the former IBM units, or a
falloff in existing business due to the diversion in management's
attention, could also make ratings decline in the near term.  To
maintain or raise ratings in the longer term, GXS will need to
demonstrate improvement in top line along with stabilized profit
margins.  GXS will need to improve operating profit in order to
finance growth initiatives and reduce debt.

GXS provides software and services, which enable companies to
exchange data, principally EDI services.  Revenues were
$364 million in 2003.


GLOBAL SIGNAL: Fitch Puts Low-B Ratings on F & G Classes
--------------------------------------------------------
Global Signal Trust II, commercial mortgage pass-through
certificates, series 2004-2, are rated:

     -- $148,875,000 class A 'AAA';
     -- $31,325,000 class B 'AA';
     -- $31,325,000 class C 'A';
     -- $31,325,000 class D 'BBB';
     -- $11,800,000 class E 'BBB-';
     -- $35,350,000 class F 'BB';
     -- $3,825,000 class G 'BB-';

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are a
fixed-rate loan, collateralized by security interests in 870
wireless communication sites, 666 of which were acquired by the
loan's sponsor, and 204 sites currently under purchase agreements,
having an aggregate principal balance of approximately
$293,825,000 as of the cutoff date.

The loan is further secured by a $149,100,000 cash reserve, which
will be released as additional sites are acquired.  For a detailed
description of Fitch's rating analysis, see 'Global Signal Trust
II, Series 2004-2,' dated Nov. 16, 2004, available on the Fitch
Ratings web site at http://www.fitchratings.com.


GREATER SOUTHEAST: Wants Early Pay-Out of $35 Million with Trust
----------------------------------------------------------------
A trust, represented by White & Case LLP, created for the benefit
of unsecured creditors, and the reorganized Greater Southeast
Hospital and its related reorganized debtors are seeking D.C.
Bankruptcy Court approval for a proposed early pay-out of $35
million from the reorganized debtors.  A motion seeking approval
of the pay-out is scheduled for hearing on December 15, 2004. The
reorganized debtors, which own and operate hospitals in
Washington, Chicago, and Los Angeles, filed for bankruptcy
protection in the United States Bankruptcy Court for the District
of Columbia in November 2002.

The reorganized debtors were restructured under a plan of
reorganization confirmed in May 2004.

"This is a very positive development for creditors of the trust,"
said Sam J. Alberts, Esq., a partner at White & Case in
Washington, D.C., who represents the trust and represented the
official committee of unsecured creditors during the debtors'
bankruptcy case.  "It provides the trust with the ability to pay
creditors more money, more quickly.  It also reduces the risk
associated with payment over the four-year period under the
original notes."

Under two existing promissory notes, the trust was to receive
approximately $47 million over four years.  Since May, the trust,
has received more than $7.2 million in principal and interest
payment on these notes.  Under the proposed pay-out, the trust
will receive an additional $31,479,548.00 by December 31, 2004,
and a new note for an additional $4.25 million over a two-year
period beginning February 2005.  The Trust and Debtors has been
negotiating the terms of the refinancing for several weeks.

In related news, in what could be the largest number of actions
ever filed in one case in the United States Bankruptcy Court for
the District of Columbia, White & Case led the filing on behalf of
the trust of more than 400 lawsuits in mid-November, collectively
seeking hundreds of millions of dollars in damages under numerous
theories--including preferential transfer; fraudulent conveyance
and tortuous conduct -- against various entities, agencies and
third parties.

"These lawsuits are necessary step to maximizing recovery to
creditors," said Alberts.  "Our desire is collect enough money to
make creditors whole, or as close to whole as possible."

                      About White & Case

White & Case's Global Financial Restructuring and Insolvency
practice represents troubled companies and creditors in the most
complex, cross-border insolvencies.  The 150 experienced lawyers
in the global group have played key roles in many of the most
high-profile, complex matters of recent years; for example, in the
largest Chapter 11 filing in the U.S during 2003, in Europe's
fourth largest insolvency in 2002 and in Asia's three largest
ongoing debt restructurings during 2003.  Leading legal
publications consistently recognize White & Case's Insolvency
Group  with numerous awards and rankings, including 2003
"Insolvency Firm Of The Year" by International Financial Law
Review and 2003 "Restructuring Team of the Year" by Juve,
Germany's leading law directory.

White & Case LLP is a leading global law firm with nearly 1,900
lawyers practicing in 38 offices in 25 countries.  Global Counsel
consistently ranks White & Case among the top global law firms.

Greater Southeast Community Hospital filed for chapter 11
protection on Nov. 20, 2002 (Bankr. D.C. Case No. 02-02250).
Deryck A. Palmer, Esq., at Weil, Gotshal & Manges LLP, represented
the Debtor in its restructuring.


HIGH VOLTAGE: Amends Royal Bank-Led Credit Agreement Again
----------------------------------------------------------
High Voltage Engineering Corporation's lending group, and the
lender's administrative agent Royal Bank of Canada, agreed to
amend the terms of HVE's credit agreement.  High Voltage entered
into similar amendments in November and October, 2004.

The amended terms extend the dates by which HVE must deliver
certain documentation needed to enable the lenders to perfect
their security interests in specified assets and modify the
requirements for HVE to deliver audited financial information.
Specifically:

     (A) Stock Pledges -- On or prior to December 15, 2004, the
Lenders need to receive stock pledges from HVEASI Holdings, B.V.,
High Voltage Engineering Europa B.V and ASIRobicon Ltd., together
with legal opinions by
local counsel as to the perfection and enforceability of those
pledges.

     (B) Barbados Subsidiaries -- On or prior to January 31, 2005,
High Voltage is required to deliver documentation to Royal Bank
that each of its Barbados Subsidiaries has been dissolved in its
entirety.

     (C) Annual Report -- High Voltage is required to deliver its
Annual Report for the fiscal year ending Apr. 24, 2004, to the
Lenders on or Feb. 1, 2005.  If that proves to be impossible, the
Lenders may direct High Voltage to fire their current auditing
firm and hire a new auditing firm.  If that drama unfolds, the
company will have until April 30, 2005, to deliver the Annual
Report without triggering a new default.  The Lenders also require
monthly reports about the auditing firm's progress.

High Voltage's current consortium of lenders consists of:

     * CREDIT SUISSE FIRST BOSTON INTERNATIONAL
     * CSFB CREDIT OPPORTUNITIES FUND (EMPLOYEE) L.P.
     * CSFB CREDIT OPPORTUNITIES FUND (HELIOS) L.P.
     * DEBT STRATEGIES FUND, INC.
     * FLOATING RATE INCOME STRATEGIES FUND, INC.
     * MASTER SENIOR FLOATING RATE TRUST
     * SENIOR HIGH INCOME PORTFOLIO, INC. and
     * ROYAL BANK OF CANADA

Headquartered in Wakefield, Massachusetts, High Voltage
Engineering Corp., designs and manufactures technology-based
products in three segments: power conversion technology and
automation, advanced surface analysis instruments and services,
and monitoring instrumentation and control systems for heavy
machinery and vehicles. The Company filed for chapter
11protection on March 1, 2004 (Bankr. Mass. Case No. 04-11586).
The Company was represented by Fried, Frank, Harris, Shriver, &
Jacobson LLP, Goulston & Storrs, P.C., and Evercore Restructuring
L.P. When the Company filed for protection from its creditors, it
listed estimated debts and assets of more than $100 million.

The Company's Third Amended Joint Chapter 11 Plan of
Reorganization was confirmed by the U.S. Bankruptcy Court for the
District of Massachusetts on July 21, 2004, allowing the Company
to emerge only 163 days after it commenced its chapter 11
case.


HUFFY CORP.: Gets Final Approval of $50 Million DIP Loan
--------------------------------------------------------
The Honorable Lawrence S. Walter of the U.S. Bankruptcy Court for
the Southern District of Ohio put his final stamp of approval on a
debtor-in-possession loan under which Congress Financial Corp.
provides Huffy Corporation and its debtor-affiliates with access
to up to $50 million of new financing.

The DIP Financing Loan will be used to immediately repay $28.5
million owed to Congress Financial under a prepetiton loan
agreement.  The DIP Loan matures on Sept. 30, 2005, and is secured
by super-priority liens on substantially all of the Debtors'
assets pursuant to 11 U.S.C. Sec. 364.  Congress agreed to a $1
million carve-out from its lien to permit the company to pay
professionals.

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.


INGLES MARKETS: S&P Places BB Rating on CreditWatch Negative
------------------------------------------------------------
Standard Poor's Ratings Services placed its ratings for Ingles
Markets Inc., including the 'BB' corporate credit rating, on
CreditWatch with negative implications.  Ingles had $611 million
of debt as of June 26, 2004.

"The CreditWatch placement reflects the announcement that Ingles
is the subject of an informal inquiry by the SEC and will be
filing its 10-K late," explained Standard & Poor's credit analyst
Stella Kapur.  The inquiry is related to the accounting for a
vendor contract that Ingles entered into in 2002.  The audit
committee of Ingles' board of directors has initiated a review of
the accounting issues and has retained independent legal counsel.
The company has identified certain revenue and expense items that
were incorrectly recorded and may restate its financial statements
for certain periods between 2002 and 2004.  In addition, the
completion of the internal inquiry is a condition to the
completion of Ernst & Young's audit for fiscal 2004 and Ingles'
10-K.  As a result, Ingles will not meet its 10-K filing deadline
of Dec. 9, 2004.

Standard & Poor's will continue to monitor developments related to
the materialness of accounting issues. Credit measures remain weak
for current ratings, with lease-adjusted debt to EBITDA of 5.0x
and interest coverage of 2.1x as of June 26, 2004.  In order for
the company to maintain current ratings, it must meet Standard &
Poor's expected improvements to credit measures.


JOHN Q. HAMMONS: Special Committee Won't Support Barcelo Proposal
-----------------------------------------------------------------
John Q. Hammons Hotels, Inc.'s (AMEX:JQH) Special Committee
reported to the Board of Directors that it cannot support Barcelo
Crestline's offer to acquire the Company's Class A shares for $13
per share.

Commenting on the Committee's action, its Chairman, David
Sullivan, said, "With the assistance of our financial and legal
advisors, we have concluded that $13 per share is an unacceptable
price.  We also believe that there are a number of deficiencies in
the agreement Barcelo has proposed entering into with Mr. Hammons.
That being said, we are open to continuing negotiations with
Barcelo Crestline to see if we can arrive at a transaction that is
fair to our stockholders."

The Company announced that the Special Committee has received a
proposal from another party that also would involve a change in
control.  However, this offer would not require Class A
stockholders to sell their shares unless they so choose.  Mr.
Sullivan commented, "We have established a process to provide a
reasonable opportunity for these, and any other, bona fide
interested parties to communicate to us any transaction that there
is a reason for believing could be consummated.

"Our Committee plans to meet as needed to respond to further
submissions regarding these proposals and any other viable
alternatives presented and to move the process along in a prompt
manner.  We believe the process we have established will help us
ensure the only transaction that will occur with our Committee's
recommendation will be one that is the result of a fair process
and results in a fair price to the Class A stockholders.  We also
will modify or accelerate our process if we believe that these
actions will result in a more favorable outcome for the Class A
stockholders."

                        About the Company

John Q. Hammons Hotels, Inc. is a leading independent owner and
manager of affordable upscale, full service hotels located
primarily in key secondary markets. The Company owns 46 hotels
located in 20 states, containing 11,370 guest rooms or suites, and
manages 14 additional hotels located in seven states containing
3,158 guest rooms or suites. The majority of these 60 hotels
operate under the Embassy Suites, Holiday Inn and Marriott trade
names. Most of the hotels are located near a state capitol,
university, convention center, corporate headquarters, office park
or other stable demand generator. Additional information is
available at the Company's web site at http://www.jqhhotels.com/

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 21, 2004,
Moody's Investors Service placed the rating of John Q. Hammons
Hotels, L.P., on review for possible downgrade:

   * Senior implied rated B2

   * Senior unsecured issuer rating rated B3

   * US$510 million 8.875% first mortgage notes, due May 15, 2012,
     rated B2

The rating action was prompted by the recent announcement that
Barcelo Crestline Corporation (Barcelo) has made an offer to
acquire all of the Class A common stock of John Q. Hammons Hotels,
Inc., for $13 per share or approximately $63.5 million. Barcelo
also announced that it reached an agreement with Mr. John Q.
Hammons, the majority shareholder of John Q. Hammons Hotels, Inc.
and John Q. Hammons Hotels, L.P., in which Mr. Hammons will
exchange all of his ownership interests in John Q. Hammons Hotels,
Inc. and John Q. Hammons Hotels, L.P., for a preferred ownership
interest in Barcelo. It is Moody's understanding that the Board
of Directors of John Q. Hammons Hotels, Inc. is currently
evaluating the proposed acquisition offer.

Mr. Hammons and his affiliates directly, or indirectly, own
269,100 Class A common shares of John Q. Hammons Hotels, Inc. and
294,000 Class B shares of John Q. Hammons Hotels, L.P., which in
aggregate result in an effective ownership of 76% of the combined
equity interests in John Q Hammons Hotels, Inc. and John Q Hammons
Hotels, L.P., and 77% of the voting power of John Q. Hammons
Hotels, Inc.

Moody's review will focus on the ultimate decision of the Board of
Directors of John Q. Hammons Hotels, Inc. in regards to the
proposed acquisition, in addition to the progress and consummation
of the proposed acquisition, as well as the ultimate capital
structure, and the rating on the 8.875% first mortgage notes.

The 8.875% first mortgage notes are secured by a first mortgage
lien on 30 hotels. Additionally, under the partnership agreement
governing John Q. Hammons, Hotels, L.P., Mr. Hammons, the limited
partner, has agreed to contribute up to $195 million to the
partnership in the event that proceeds from the sale of collateral
are not enough to satisfy the new first mortgage note obligations.
The notes also have a change of control provision as outlined in
the note indenture at 101% of principle, plus accrued and unpaid
interest and liquidated damages.


KB HOME: Offering $300 Million of Senior Notes Due 2015
-------------------------------------------------------
KB Home (NYSE: KBH) has priced $300 million aggregate principal
amount of 5-7/8% Senior Notes due 2015 in a registered offering
under its effective shelf registration statement on file with the
U.S. Securities and Exchange Commission.  The Senior Notes will be
guaranteed by certain KB Home subsidiaries.  The offering is
expected to close on or about December 15, 2004, subject to
customary closing conditions.

The offering was sole-managed by Credit Suisse First Boston LLC.
When available, a prospectus related to this offering may be
obtained from:

         Credit Suisse First Boston LLC
         Attn: Prospectus Department
         11 Madison Avenue
         New York, N.Y. 10010

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

                        About the Company

Building homes for nearly half a century, KB Home is one of
America's premier homebuilders with domestic operating divisions
in some of the fastest- growing regions and states: West Coast -
California; Southwest - Arizona, Nevada and New Mexico; Central -
Colorado, Illinois, Indiana and Texas; and Southeast - Florida,
Georgia, North Carolina and South Carolina. Kaufman & Broad S.A.,
the Company's majority-owned subsidiary, is one of the largest
homebuilders in France. In fiscal 2003, the Company delivered
homes to 27,331 families in the United States and France. It also
operates a full-service mortgage company for the convenience of
its buyers. Founded in 1957, and winner of the 2004 American
Business award for Best Overall Company, KB Home is a Fortune 500
company listed on the New York Stock Exchange under the ticker
symbol "KBH." For more information about any of KB Home's new home
communities, call 888-KB-HOMES or visit http://www.kbhome.com/

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 05, 2004,
Fitch Ratings affirms KB Home's (KBH) 'BB+' senior unsecured debt
and 'BB-' senior subordinated debt ratings. The Rating Outlook is
Positive.

The ratings reflect KB Home's solid, consistent profit performance
in recent years and the expectation that the company's credit
profile will continue to improve as it executes its business model
and embarks on a new period of growth. The ratings also take into
account the company's primary focus on entry-level and first-step
trade-up housing (the deepest segments of the market), its
conservative building practices, and effective utilization of
return on invested capital criteria as a key element of its
operating model. Over recent years the company has improved its
capital structure and increased its geographic diversity and has
better positioned itself to withstand a meaningful housing
downturn. Fitch also has taken note of KB Home's role as an
active consolidator within the industry. Risk factors also
include the cyclical nature of the homebuilding industry. Fitch
expects leverage (excluding financial services) to remain
comfortably within KB Home's stated debt-to-capital target of 45%-
55%.


KDW INVESTMENTS: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: KDW Investments, Inc.
        dba Kwik Kar Lube & Tune
        2337 Sean
        New Braunfels, Texas 78130

Bankruptcy Case No.: 04-56780

Type of Business: Automobile maintenance and repair.

Chapter 11 Petition Date: December 2, 2004

Court: Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: Eric A. Liepins, Esq.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: 972-991-5591
                  Fax: 972-991-5788

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Business Loan Express                      $893,000
700 North Pearl Street, Suite 1850
Dallas, TX 75201

Internal Revenue Service                    $52,000
8700 Tesoro Drive
San Antonio, TX 78217

Prudential Overall Supply                   $30,000
1661 Alton Parkway
Irvine, CA 92606

McCreay, Veselka, Bragg & Allen             $25,000

Data Systems                                $16,500

Allied Sales Co.                             $8,400

Wells Fargo                                  $6,000

Avery Oil                                    $1,335

Stuart Allen & Assoc.                        $1,300

ISI                                            $979

Galaxy Chemicals                               $300

NSPN                                           $300


LAIDLAW INTL: S&P Places BB Rating on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Laidlaw International Inc. on
CreditWatch with positive implications.  The rating action follows
Laidlaw's announcement that it has entered into definitive
agreements to sell both of its health care companies, American
Medical Response and Emcare, to Onex Partners L.P. for
$820 million.  Laidlaw expects to receive net cash proceeds of
$775 million upon closing of the transaction, which is expected by
the end of March 2005.  Naperville, Illinois-based Laidlaw
currently has about $1.5 billion of lease-adjusted debt.

"The CreditWatch placement reflects the likelihood of an improved
financial profile following completion of the sale of the two
companies," said Standard & Poor's credit analyst Lisa Jenkins.
Laidlaw has stated that it will use $579 million of the proceeds
to repay outstanding borrowings under its Term B senior secured
credit facility.

The current ratings on Laidlaw reflect its below-average financial
profile and the weak margins at some of its operations, as well as
highly competitive market conditions.  These concerns are partly
offset by the company's strong market positions in various
businesses.  Laidlaw's operations currently include:

   -- school bus transportation in North America (32% of fiscal
      2004 revenues; fiscal year ended Aug. 31, 2004);

   -- municipal and paratransit bus transportation in the U.S.
      (6%);

   -- Greyhound Lines, Inc. (CCC+/Developing/--), an intercity bus
      transportation provider in North America (27%);

   -- American Medical Response -- AMR, an ambulance
      transportation service provider in the U.S. (23%); and

   -- EmCare, an operator of emergency rooms in the U.S. (12%).

The sale of the health care assets will improve profit margins at
Laidlaw.  The assets being sold contributed 34.6% of revenues in
fiscal 2004 but only 24.3% of EBITDA for the year. The asset sales
will also allow management to focus on improving the performance
of the remaining transportation businesses.  Since Laidlaw emerged
from Chapter 11 bankruptcy protection in June 2003, management has
emphasized its intention to improve the operating efficiency of
the various businesses and to identify and develop those business
areas with higher profit potential.

As part of its review, Standard & Poor's will meet with management
to discuss strategic objectives and financial policies and goals
in the wake of the announced asset sales and will evaluate the
operating outlook for remaining businesses.  If it appears likely
that the company will sustain an improved financial profile,
ratings are likely to be raised.


LEAP WIRELESS: Expands Cricket Calling Area in Ohio
---------------------------------------------------
Leap Wireless International, Inc. (OTCBB:LEAP), a leading provider
of innovative and value-driven wireless communications services,
has launched an Expanded Calling Area (ECA) in Ohio, which will
allow Cricket(R) customers to select coverage in both the Dayton
and Toledo/Sandusky market areas.  The company has expanded its
wireless coverage footprint into Cleveland via an interconnection
and traffic exchange agreement with Northcoast PCS.

Together, the ECA and the traffic exchange agreement will allow
customers to use their Cricket(R) phones in Dayton,
Toledo/Sandusky and Cleveland for an additional $5 per month.  In
the future, Northcoast PCS expects to offer its customers an
option to utilize Cricket's networks in Ohio.

"As a leading provider of unlimited wireless services, we are
continually evaluating ways to increase the value of our
Cricket(R) service," said Nitu Arora, vice president, product
development.  "The introduction of an ECA market in Ohio, coupled
with the inter-carrier agreement with Northcoast PCS for the
Cleveland area, will benefit our customers by providing them with
an expanded footprint and will also benefit our business by
providing another avenue for driving ARPU."

Leap has recently rolled out similar Cricket ECA markets in
Phoenix and Tucson, Ariz.; and Greensboro and Charlotte, N.C.

Mr. Arora continued, "In addition to appealing to everyday
consumers that frequently travel for pleasure outside their
immediate calling area, we expect both the ECA and network sharing
capabilities to resonate well with small businesses that are
looking for affordable services to meet their communications
needs."

                        About the Company

Leap, headquartered in San Diego, Calif., is a customer-focused
company providing innovative mobile wireless services that are
targeted to meet the needs of customers who are under-served by
traditional communications companies. With a commitment to
predictability, simplicity and value as the foundation of our
business, Leap pioneered Cricket(R) service, a simple and
affordable wireless alternative to traditional landline service.
Cricket(R) service offers customers unlimited anytime minutes
within the Cricket(R) calling area over a high-quality, all-
digital CDMA network. Operating in 39 markets in 20 states
stretching from New York to California, Cricket(R) service is
available to customers in more than 840 different municipalities.
For more information, please visit http://www.leapwireless.com/

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2004,
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to San Diego, California-based wireless telecom
carrier Leap Wireless International Inc. The outlook is stable.

At the same time, Standard & Poor's assigned its 'B-' bank loan
rating to subsidiary Cricket Communications Inc.'s $650 million in
senior secured bank facilities (guaranteed by Leap), based on
preliminary documentation. A recovery rating of '3' also was
assigned to the loan, indicating an expectation for a meaningful
recovery of principal (50%-80%) in the event of a default.
Borrowings under the bank loan will primarily be used to repay
$350 million of debt issued to existing secured creditors under
the company's reorganization in bankruptcy.

"The ratings are constrained by the very high degree of business
risk facing Leap given the limited mobility of the company's
product offering compared with that of its competitors," explained
Standard & Poor's credit analyst Catherine Cosentino. Leap uses
1.9 GHz spectrum to offer an unlimited calling service within a
designated local franchise area for $29.99 (before taxes and fees)
within 39 separate market clusters across the U.S. Leap also
offers additional services and functionality for incremental
monthly fees, including calling features and long-distance
services, but does not provide any roaming capability currently.
Pricing is not substantially lower than that for the lower-end
offerings of the company's competitors (which also offer roaming),
making Leap's growth prospects uncertain.


LEXINGTON HEALTHCARE: Secured Creditors Get Pulled into ERISA Suit
------------------------------------------------------------------
Heller Healthcare Finance, Inc., provided Lexington Healthcare
Group, Inc., and its wholly owned subsidiary, Lexington Highgreen
Holding, Inc., with $9.5 million of post-petition financing under
a secured revolving credit facility.  The loan was approved by an
order entered April 24, 2003.  In connection with the DIP
financing, HHF obtained first priority liens and security
interests in all of the Debtors' property, including the Debtors'
pre-petition and post-petition accounts receivable and cash.  HHF
was also given a super-priority claim for the DIP financing, to
the extent the security given was inadequate.  Healthcare Services
Group, Inc., has a pre-petition lien against certain collateral of
the Debtors which is junior to the liens granted to HHF.

Lexington's chapter 11 cases have converted to chapter 7
liquidation proceedings.

The Secretary of Labor filed adversary proceeding (Adv. Pro. No.
04-53348) on April 24, 2004, against the Chapter 11 Debtors
alleging violations of the Employee Retirement Income Security Act
of 1974 with respect to a 401(k) retirement plan, which the
Debtors had for the benefit of their employees.  That action seeks
the turnover of $51,483.01 which the Secretary alleges were sums
withheld from employee wages but not deposited to the Plan. The
Secretary claims a statutory trust on those funds held by the
Debtors.  Subsequently, on July 2, 2004, the Secretary filed a
motion to compel the Chapter 7 Trustee to set aside property of
the Debtors' estates in escrow, pending the outcome of the
adversary proceeding.  That Motion was opposed by HHF and
Healthcare Services, as well as the Trustee.  The Secretary also
filed a Motion to join HHF and Healthcare Services as party
defendants in the adversary proceeding.  That Motion was also
opposed by HHF and Healthcare Services.

With briefing completed, Judge Walrath issued her decision that
HHF and Healthcare Services are necessary or indispensable parties
to the Adversary Proceeding.

In this case, Judge Walrath explains, the Secretary is asking for
a determination that funds withheld from employees but used by (or
in the hands of) the Debtors are funds subject to a statutory
trust.  Any order directing the Debtors to turnover funds would
have to determine what interests HHF and Healthcare Services have
in those funds, as well.  Therefore, Judge Walrath says, HHF and
Healthcare Services are necessary parties.  In this case, HHF and
Healthcare Services have priority liens against all property of
the Debtors' estates.  If the Secretary won the pending adversary
proceeding, the interests of HHF and Healthcare Services would be
greatly effected.  First, the amounts alleged by the Secretary
would be removed from the Debtors' estates and deposited into the
ERISA Plan.  Since the Plan is an ERISA qualified plan, it is not
property of the Debtors' estates and no creditor can get paid from
that account.  11 U.S.C. Sec. 541(d).  Therefore, HHF and
Healthcare Services would have no claim to such property.  They
naturally oppose any such ruling, as evidenced by their objection
to the Secretary's Motion to escrow funds pending determination of
this adversary.

Lexington Healthcare Group, Inc., and its wholly owned subsidiary,
Lexington Highgreen Holding, Inc., filed voluntary chapter 11
petitions on April 2, 2003 (Bankr. D. Del. Case No. 03-11007).
Frederick B. Rosner, Esq., at Jaspen Schlesinger Hoffman LLP,
represents the Debtors.  The Debtors estimated they had $1 to $10
million in assets at the time of the chapter 11 filing and $10 to
$50 million in liabilities.  The Debtors managed their business
affairs as debtors in possession until May 19, 2004, when the
cases were converted to chapter 7 liquidation proceedings.  Alfred
T. Guiliano was appointed as the chapter 7 trustee on May 20,
2004.


MARINER HEALTH: Inks First Supplemental Indenture with US Bank
--------------------------------------------------------------
On November 22, 2004, Mariner Health Care, Inc., certain
guarantors and U.S. Bank National Association, as Trustee, entered
into a First Supplemental Indenture, amending and supplementing
the Indenture on December 19, 2003, by and among Mariner, the
Guarantors and the Trustee, pursuant to which Mariner issued its
8-1/4% Senior Subordinated Notes due 2013, Series A.

Stefano M. Miele, MHC Senior Vice President, General Counsel and
Secretary, discloses to the Securities and Exchange Commission
that the Supplemental Indenture is currently not effective, and
will not become effective with respect to the Notes and the
Indenture until the date that Mariner delivers written notice to
the Trustee that, pursuant to Mariner's Offer to Purchase and
Consent Solicitation Statement dated November 2, 2004, the Notes
tendered and not validly withdrawn have been accepted for purchase
by Mariner.  The Notes are not expected to be accepted for
purchase by Mariner until the closing of the proposed merger of
NCARE Acquisition Corp., a wholly owned subsidiary of National
Senior Care, Inc., with and into Mariner, with Mariner being the
surviving entity in the Merger and a wholly owned subsidiary of
National Senior Care.  The terms and conditions governing the
Merger are set forth in the Agreement and Plan of Merger dated as
of June 29, 2004, among Mariner, NSC and NCARE.

There can be no assurance that the Merger will be consummated or
that the tendered Notes will be accepted by Mariner, Mr. Miele
states.  Since the effectiveness of the Supplemental Indenture is
conditioned on the consummation of the Merger and the acceptance
of the tendered Notes, there likewise can be no assurance that the
Supplemental Indenture or the amendments will become effective.

Once the Supplemental Indenture becomes effective as a result of
the consummation of the Merger and the acceptance of the tendered
Notes, it will serve to amend and supplement the Indenture.
A full-text copy of the Supplemental Indenture is available for
free at:


http://sec.gov/Archives/edgar/data/882287/000095014404011558/g92122e8vk.htm

Mariner Post-Acute Network, Inc., Mariner Health Group, Inc., and
scores of debtor-affiliates filed for chapter 11 protection on
January 18, 2000 (Bankr. D. Del. Case Nos. 00-113 through 00-301).
Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represents the Reorganized Debtors, which emerged from bankruptcy
under the terms of their Second Amended Joint Plan of
Reorganization declared effective on May 13, 2002.  (Mariner
Bankruptcy News, Issue No. 64; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


METROPOLITAN MORTGAGE: Fitch Puts Low-B Ratings on Two Classes
--------------------------------------------------------------
Fitch Ratings has affirmed nine classes and upgraded nine classes
from the following Metropolitan Mortgage & Securities issues:

     Series 1997-B:

          -- Class A1D, A2 affirmed at 'AAA';
          -- Class B1 affirmed at 'AA';
          -- Class B2 affirmed at 'BBB';
          -- Class B3 affirmed at 'BB';

     Series 1998-A:

          -- Class A4 affirmed at 'AAA';
          -- Class M1 upgraded to 'AAA' from 'AA';
          -- Class M2 upgraded to 'AA' from 'A';
          -- Class B1 upgraded to 'A' from 'BBB';

     Series 1999-B:

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

     Series 1999-D:

          -- Classes A1F, A1A affirmed at 'AAA';
          -- Class M1 upgraded to 'AAA' from 'AA';
          -- Class M2 upgraded to 'AA' from 'A';
          -- Class B1 upgraded to 'A' from 'BBB';
          -- Class B2 affirmed at 'BB'.

The affirmations on $33,114,535 of the above classes reflect
credit enhancement consistent with future loss expectations.  The
upgrades on $61,420,225 of the above classes is due to the amount
of credit enhancement -- CE, comprising of subordination and
overcollateralization -- OC, available relative to future loss
expectations.

The CE levels for series 1998-A classes M-1, M-2, and B-1 have
increased by more than 4 times original enhancement levels at the
closing date April 29, 1998.

Class M-1 currently benefits from 57.82% subordination (originally
9.75%); class M-2 benefits from 34.21% subordination (originally
6.5%); and class B-1 benefits from 16.05% subordination
(originally 4%).  There is currently 14% of the original
collateral remaining in the pool.

The CE levels for series 1999-B classes M-1, M-2, B-1 have
increased by more than 4x original enhancement levels at the
closing date Aug. 13, 1999.  Class M-1 currently benefits from
44.98% subordination (originally 9.25%); class M-2 benefits from
31.13% subordination (originally 6.75%); and class B-1 benefits
from 17.28% subordination (originally 4.25%).  There is currently
18% of the original collateral remaining in the pool.

The CE levels for series 1999-D classes M1, M2, and B1 have
increased by more than 4x original enhancement levels at the
closing date Nov. 30, 1999.  Class M1 currently benefits from
59.73% subordination (originally 12.75%); class M2 benefits from
39.37% subordination (originally 8.5%); and class B1 benefits from
23.8% subordination (originally 5.25%).  There is currently 21% of
the original collateral remaining in the pool.

All the above transactions are subprime quality mixed asset
transactions, each primarily composed of residential mortgages
with some lesser amount of commercial mortgages (between 0.15%
and 8.75%) included.


MIRANT: Settles with CFTC for $12.5 Million Claim Against Americas
------------------------------------------------------------------
Mirant (Pink Sheets: MIRKQ) issued the following statement from
Doug Miller, the company's senior vice president and general
counsel, in response to the settlement between the Commodity
Futures Trading Commission (CFTC) and Mirant's subsidiary, Mirant
Americas Energy Marketing (MAEM).  The settlement relates to the
CFTC's inquiry into whether MAEM misrepresented natural gas
trading information in 2000 and 2001.

   -- "MAEM elected to settle with the CFTC to avoid the expense,
      distraction and risk of litigation and enable the company's
      resources to remain fully focused on Chapter 11 emergence.

   -- "MAEM neither admits nor denies the CFTC's allegations that
      MAEM employees knowingly reported inaccurate information to
      trade press in an attempt to manipulate pricing.

   -- "MAEM agrees that the CFTC will have an allowed claim in its
      bankruptcy proceeding for a civil penalty of $12.5 million.
      The levied penalty will be filed as an allowed claim against
      MAEM.  The CFTC's claim will be subordinate to those of
      unsecured creditors, but ahead of equity holders.

   -- "The settlement was approved by the U.S. Bankruptcy Court on
      Nov. 17, 2004 and by the CFTC on Monday.

   -- "The CFTC has recognized the full cooperation MAEM and
      Mirant provided during the inquiry.

   -- "In 2002, Mirant reviewed and amended its external reporting
      process after industry-wide natural gas reporting problems
      were identified.  MAEM requires that all data provided to
      indices be validated and conveyed by risk management staff
      reporting to the company's chief risk officer, rather than
      by MAEM personnel."

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean. Mirant Corporation
filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex.
03-46590). Thomas E. Lauria, Esq., at White & Case LLP,
represents the Debtors in their restructuring efforts. When the
Debtors filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts.


MISSISSIPPI CHEMICAL: Court Confirms Reorganization Plan
--------------------------------------------------------
Terra Industries Inc. (NYSE:TRA) reported that Mississippi
Chemical Corporation's second amended plan of reorganization has
been confirmed by the U.S. Bankruptcy Court for the Southern
District of Mississippi.  Mississippi Chemical Corporation expects
to implement the plan of reorganization by the end of the calendar
year by consummating the sale of the company's shares to Terra
Industries Inc. after the spinoff of the company's phosphate
business to certain creditors.

As reported in the Troubled Company Reporter on Aug. 10, 2004,
Mississippi Chemical and Terra Industries have reached a
definitive agreement under which Terra will acquire all of the
outstanding shares of Mississippi Chemical for an estimated total
value of approximately $268 million.

The transaction consideration will include cash and assumed debt
of $161 million and stock of $107 million, and the final value
will depend on Terra's share price and closing adjustments.  Both
companies' Boards of Directors have unanimously approved the
transaction.  The Official Committee of Unsecured Creditors in
Mississippi Chemical's bankruptcy case, Mississippi Chemical's
largest unsecured creditors and its debtor-in-possession secured
lenders also support the transaction.

                           About Terra

Terra Industries Inc., with 2003 revenues of $1.4 billion, is a
leading international producer of nitrogen products.
Headquartered in Sioux City, Iowa, Terra employs approximately
1,050 people in North America and the United Kingdom. Terra's NYSE
ticker symbol is TRA.  Additional information is available on
Terra's web site, http://www.terraindustries.com/

Headquartered in Yazoo City, Mississippi, Mississippi Chemical
Corporation produces nitrogen and phosphorus products used as crop
nutrients and in industrial applications. Production facilities
are located in Mississippi, Louisiana, and through Point Lisas
Nitrogen Limited, in The Republic of Trinidad and Tobago. On May
15, 2003, Mississippi Chemical Corporation, together with its
domestic subsidiaries, filed voluntary petitions seeking
reorganization under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S. Miss. Case No. No.: 03-02984). James W. O'Mara, Esq.,
and Doug Noble, Esq., at Phelps Dunbar, LLP, represent the Debtors
in their restructuring efforts. When the Debtors filed for
protection from its creditors, they listed $552,934,000 in assets
and $462,496,000 in debts.


MITZPAH LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Mitzpah LLC
        696 East 4149 South
        Salt Lake City, Utah 84107

Bankruptcy Case No.: 04-39598

Chapter 11 Petition Date: December 7, 2004

Court: District of Utah (Salt Lake City)

Debtor's Counsel: David T. Berry, Esq.
                  Berry & Tripp
                  5296 South Commerce Drive, Suite 200
                  Salt Lake City, UT 84107
                  Tel: 801-265-0700
                  Fax: 801-263-2487

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20-largest creditors.


NAPIER: Has Until Jan. 17 to File Proposal to Creditors
-------------------------------------------------------
The Supreme Court of British Columbia has approved an extension of
the period to file a proposal to Napier Environmental Technologies
Inc.'s (TSX:NIR) creditors until January 17, 2005.  The extension
received the full support of David Gray, CIRP, of Campbell
Saunders Ltd., the Trustee under Napier's Notice of Intention to
File a Proposal.

Napier reported the departure of Janice Comeau, CFO and Corporate
Secretary who left Napier as of Dec. 1, 2004.  Napier continues to
rationalize its business model and reduce costs to levels more in
line with its historic sales volume.  Since the commencement of
the restructuring process, Napier has reduced annualized costs by
approximately $750,000 through staff reductions and fine tuning
various fixed overhead contracts.  All major customers and many
creditors and in particular Napier's landlord Enbridge have
continued to support Napier through this difficult period.

In order to ensure complete independence for Napier's Board of
Directors, Wayne J. Henderson, has resigned as a Director of the
company.  As previously announced, Mr. Henderson is engaged to
lead the company on an interim basis, while Napier develops a plan
of restructuring.

The Toronto Stock Exchange neither approves or disapproves the
contents of this news release which has been prepared solely at
the discretion of management.

Napier Environmental Technologies manufactures environmentally
safer wood treatments and paint removal products for commercial
and consumer markets.


NEWAVE INC: Inks TAG Program Agreement with The Regent Group
------------------------------------------------------------
NeWave, Inc. (OTC Bulletin Board: NWAV) disclosed a marketing
partnership with The Regent Group, LLC, an affiliate of Encore
Marketing International, Inc.

Encore Marketing International, Inc. operates proprietary fee-
based membership clubs including:

   -- EasySaver,
   -- American Leisure,
   -- American Sights & Leisure,
   -- Fortune Builder,
   -- Identity Watch,
   -- Preferred Health Card,
   -- Home & Garden Savings Club,
   -- Home Source, and
   -- National Legal Shield.

Michael Hill, CEO of NeWave stated, "The partnership with Encore
gives our members access to valuable services.  One key to
customer retention and building successful reoccurring revenues is
providing as much value as possible.  I believe that adding the
services of such a highly regarded company such as Encore to our
portfolio should assist us in diversifying our revenue streams."

               About Encore Marketing International

Encore Marketing International is one of the nation's premier
membership marketing companies. For more than 26 years, Encore has
specialized in the marketing and management of lifestyle-centered
membership programs (travel, shopping, fitness and wellness, etc.)
for a variety of businesses and financial clients. To find out
more about Encore Marketing International, visit their website at
http://www.encoremarketing.com/or call Jim Bauer at
1-800-846-9398 x 2026

                        About NeWave, Inc.

NeWave is a direct marketing company which utilizes the internet
to maximize the income potential of its customers, by offering a
fully integrated turnkey ecommerce solution. NeWave's wholly-owned
subsidiary Onlinesupplier.com, offers a comprehensive line of
products and services at wholesale prices through its online club
membership. Additionally, NeWave's technology allows both large
complex organizations and small stand-alone businesses to create,
manage, and maintain effective website solutions for e-commerce.
To find out more about NeWave (OTC Bulletin Board: NWAV), visit
our websites at http://www.newave-inc.com/
http://www.onlinesupplier.com/and
http://www.auctionliquidator.com/The Company's public financial
information and filings can be viewed at http://www.sec.gov/

                          *     *     *

As reported in the Troubled Company Reporter's June 8, 2004,
edition, Kabani & Company's report on the Company's consolidated
financial statements for the fiscal years ended December 31, 2003,
and December 31, 2002, included an explanatory paragraph
expressing substantial doubt about NeWave's ability to continue as
a going concern.

These losses have continued in 2004. For the nine-month period
ending September 30, 2004, NeWave posted a $3,344,334 net loss.


NORTHLAKE CDO: Fitch Rates Preference Shares at 'BB'
----------------------------------------------------
Fitch Ratings affirms five classes of rated notes issued by
Northlake CDO I, Limited.  These rating actions are effective
immediately:

     -- $174,000,000 class I-MM floating-rate notes 'AAA/F1';
     -- $56,000,000 class I-A floating-rate notes 'AAA';
     -- $45,000,000 class II floating-rate notes 'AA';
     -- $14,500,000 class III floating-rate notes 'BBB';
     -- $14,000,000 preference shares 'BB'.

The ratings of the class I-MM, I-A and II notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The rating
of the class III notes addresses the likelihood that investors
will receive ultimate and compensating interest payments, as per
the governing documents, as well as the stated balance of
principal by the legal final maturity date.

The rating of the preference shares addresses the ultimate payment
of a 2% internal rate of return as well as the aggregate
liquidation preference amount by the legal final maturity date.
Additionally, the 'F1' rating on the class I-MM notes is based on
the support provided to the notes by the put agreement provided by
AIG Financial Products Corp.

Northlake is a collateralized debt obligation -- CDO, which closed
in February 2003. The portfolio consists of 57.4% residential
mortgage-backed securities -- RMBS, 17.8% commercial mortgage-
backed securities, 16.5% asset-backed securities -- ABS, 6.9% CDOs
and 1.4% corporate securities.  Fitch reviewed the credit quality
of the individual assets comprising the portfolio and discussed
the transaction's performance with Deerfield Capital Management,
the collateral manager.

According to the trustee report dated Oct. 29, 2004, the par value
coverage tests, interest coverage tests, Fitch weighted average
rating factor test, Fitch sector score test, Fitch minimum
recovery rate test, weighted average life test, weighted average
coupon test, and weighted average spread test are passing their
required levels.  Additionally, the portfolio contains no
defaulted securities and 2.78% of securities are rated below
'BBB-'.  Fitch believes that the credit protection has remained at
appropriate levels for each of the rated notes.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/


OXFORD AUTOMOTIVE INC: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Lead Debtor: Oxford Automotive, Inc.
             5750 New King Street, Suite 200
             Troy, Michigan 48098

Bankruptcy Case No.: 04-74377

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      CE Technologies, Inc.                      04-74379
      OASP II, Inc.                              04-74380
      Prudenville Manufacturing Inc.             04-74389
      Oxford Suspension, Inc.                    04-74390
      RPI Holdings, Inc.                         04-74391
      RPI, Inc.                                  04-74392
      Tool And Engineering Company               04-74393

Type of Business:  The Company manufactures suspension and
                   structural systems, leaf springs, and other
                   components for the automotive manufacturing
                   industry.  The Company also supplies metal car
                   and truck components.
                   See http://www.oxauto.com/

Chapter 11 Petition Date: December 7, 2004

Court: Eastern District Of Michigan (Detroit)

Judge:  Steven W. Rhodes

Debtor's Counsel: I. William Cohen, Esq.
                  Pepper Hamilton LLP
                  100 Renaissance Center, Suite 3600
                  Detroit, Michigan 48243
                  Tel: 313-259-7110


PARMALAT: Farmland Dairies Files Plan & Disclosure Statement
------------------------------------------------------------
Farmland Dairies LLC has filed its Disclosure Statement and Plan
of Reorganization with the United States Bankruptcy Court for the
Southern District of New York.

"We have worked very closely with our creditors to develop a plan
of reorganization that should be accepted, approved and executed
in the coming months," said James A. Mesterham, Chief
Restructuring Officer of Farmland.  "The filing of our plan is a
milestone that is one of the final steps towards allowing Farmland
to emerge as a strong competitor in the dairy industry."

The cornerstone of the plan is an agreement that was reached
between GE Commercial Finance, the lessor of a majority of
Farmland's manufacturing equipment at its New Jersey and Michigan
production facilities, and the Unsecured Creditors Committee.

The plan calls for the satisfaction of the company's pre-petition
liabilities through the issuance of cash, notes, stock and rights
to pursue certain causes of action.  Specifically, Farmland's
unsecured creditors will receive cash, a note, and preferential
rights of recovery from causes of action pursued by a litigation
trust.  Farmland is expected to emerge as a stand-alone entity
that will be majority owned by GE Commercial Finance on behalf of
the lessor group.

Farmland's President Martin J. Margherio believes that the company
is well positioned for the future.

"We continue to be the leading supplier of high quality dairy
products in the metro New York and New Jersey markets, and are
strengthening our operations and refining our focus for the long-
term success of the company."

During the period of the bankruptcy proceedings, Farmland has
developed and is implementing an operating plan to consolidate
operations, reduce its production costs, and expand its product
offerings in the Parmalat(TM) brand aseptic product line and our
popular Farmland(TM) and Skim Plus(TM) brands.

With operating locations in Wallington New Jersey, Brooklyn New
York, Atlanta Georgia, and Grand Rapids Michigan, Farmland will
focus its operations around its market-leading northeast dairy and
national aseptic milk businesses.

"We would like to thank all of our employees, customers, vendors
and our farmers who have remained loyal supporters of Farmland
throughout this challenging process, and have helped us re-emerge
as a leader in the dairy industry," Mr. Margherio said.

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


PG&E NATIONAL: Taps Skadden Arps as Special Counsel
---------------------------------------------------
USGen New England, Inc., seeks the U.S. Bankruptcy Court for the
District of Maryland's authority to employ Skadden, Arps, Slate,
Meagher, & Flom, LLP, and its affiliated law practice entities as
special regulatory counsel.  Skadden Arps will provide USGen with
legal services solely in connection with litigation pending at the
Federal Energy Regulatory Commission concerning "Locational ICAP"
captioned Devon Power, LLC, Docket No. ER03-563.

Skadden Arps is representing a group in the FERC Proceeding, the
current members of which are:

    * a subsidiary of FPL Group -- FPL Energy, LLC,

    * subsidiaries of Entergy Corp. -- Entergy Nuclear Generation
      Company, LLC and Entergy Nuclear Vermont Yankee, LLC,

    * subsidiaries of Mirant Corp. -- Mirant Americas Energy
      Marketing, LP, Mirant New England, LLC, Mirant Kendall, LLC,
      and Mirant Canal, LLC, and

    * subsidiaries of Boston Generating, LLC -- Mystic I, LLC,
      Mystic Development, LLC, and Fore River Development, LLC.

One or more other entities may join the Group, in addition to
USGen.

According to John Lucian, Esq., at Blank Rome, LLP, in Baltimore,
Maryland, the Group seeks to obtain favorable implementation of
certain market rules.  The market rules are applicable to sales
of electric generation capacity in the New England market and are
currently being reviewed by the FERC as part of the FERC
Proceeding.  Of particular concern to USGen is that the market
rules related to the pricing, supply, and purchase of locational
installed capacity -- which is a fixed kilowatt-month charge
imposed on any market participant that has failed to purchase
enough ICAP to cover its locational ICAP obligations -- are
implemented in a favorable manner.  USGen has determined that the
proposed revisions of market rules would be of substantial
benefit to its business, and to any prospective purchaser of the
business, thus preserving and enhancing value for the estate.

Each member of the Group will receive invoices from Skadden which
it may review for accuracy and appropriateness, and is
responsible for its pro rata share of the legal fees and costs of
the Group.  Similarly, USGen would bear its pro rata share of the
legal fees and costs.

By and through its representation of the Group in the FERC
Proceeding and other FERC and United States Court of Appeals
dockets related to ICAP, Skadden Arps has developed an in-depth
understanding and familiarity of the specific issues that are
relevant to the FERC Proceeding.  As a result, were the Debtor
required to retain attorneys other than Skadden in connection
with the FERC Proceeding, the Debtor and its estate would be
unduly prejudiced by the time and expense necessarily attendant
to those attorneys' familiarization with the intricacies and
history of the FERC Proceeding.  Moreover, USGen would lose the
inherent cost savings in having a single firm represent and
divide the expense of that representation among a pool of
similarly situated clients.

                      Disclosures of Interest

John N. Estes, Esq., a partner at Skadden Arps, tells the Court
that the firm represents Verizon Capital Corp. and certain of its
affiliates as creditors in USGen's Chapter 11 case, including as
lessor of the Bear Swamp facility.

Notwithstanding that relationship, USGen has agreed that:

    (a) Skadden Arps can continue representing Verizon Capital in
        these and any related matters, including all aspects of
        USGen's case and any related litigation;

    (b) if Skadden Arps determines that a conflict has developed
        between USGen and Verizon Capital, Skadden Arps can
        withdraw from its representation of USGen and continue its
        representation of Verizon Capital; and

    (c) USGen will not rely on its prior representation by Skadden
        Arps as a basis for disqualifying Skadden Arps from
        continuing to represent Verizon Capital.

Mr. Estes states that Skadden Arps will institute appropriate
internal procedures to assure that:

    -- the firm's attorneys and legal assistants who are working
       on the Verizon Capital matters will not work on USGen's
       representation; and

    -- confidential information will not be shared between the
       Verizon Capital team and the USGen team.

Skadden Arps does not have any other connection with or interest
adverse to USGen, its creditors, or any other party-in-interest.

                        Compensation Terms

According to Mr. Estes, Verizon Capital and Skadden Arps are
concerned that a party-in-interest could try to use the fee
application process to attempt to influence or adversely affect
Skadden Arps or Verizon Capital in connection with Verizon
Capital's significant interest in USGen's Chapter 11 case.

As a result, Skadden Arps has required that its retention be
conditioned on entry of the final order by the Court in a form
acceptable to USGen and Skadden Arps approving the retention in
accordance with the terms of a letter agreement with USGen, and
providing, among other things, that:

    (a) Skadden Arps will be an Ordinary Course Professional, nunc
        pro tunc to the Petition Date;

    (b) Skadden Arps will not be required to submit fee
        applications;

    (c) Skadden Arps' compensation will not be subject to further
        Court review or approval; and

    (d) if Skadden Arps' fees and disbursements exceed $350,000 in
        any 12-month period and any statutorily appointed
        committee in USGen's Chapter 11 case and the Office of the
        United States Trustee does not then consent to Skadden
        Arps' continued representation of USGen and payment of
        fees and disbursements in excess of that amount, Skadden
        Arps would then be free to terminate its representation of
        USGen and elect to not proceed with the engagement.

In the event that for any reason, the Court does not approve the
Conditions, the parties have agreed that Skadden Arps will not
proceed with the engagement.

Alternatively, if the Court approves the Conditions, Skadden Arps
will be paid its standard hourly bundled rates for services
rendered to USGen and will be reimbursed according to the firm's
customary reimbursement policies:

     Partners                            $520 - 760
     Associates/Counsel                   250 - 630
     Legal Assistants & Support Staff      85 - 195

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


RCN CORP: Set to Emerge From Bankruptcy with Strong Balance Sheet
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
confirmed the Joint Plan of Reorganization of RCN Corporation and
certain subsidiaries.  The Honorable Robert D. Drain, U.S.
Bankruptcy Judge, ruled that RCN satisfied all of the statutory
requirements necessary to confirm the Plan.  Subject to satisfying
the conditions to consummation of the Plan, RCN expects to emerge
from Chapter 11 by Dec. 31, 2004.

   Emergence Highlights:

   -- Over 99% approval of the Plan of Reorganization from
      creditors, an overwhelming vote of confidence in the Plan;

   -- An organized and collaborative restructuring process which
      resulted in confirmation after only 28 weeks when RCN
      emerges from Chapter 11 by Dec. 31, 2004;

   -- The conversion of the Company's Bondholders $1.19 billion in
      debt into new equity of RCN, a strong indication of
      confidence in the Plan;

   -- The establishment of new credit facilities by year end, led
      by Deutsche Bank, of up to $480 million under favorable
      terms to be used to pay off the previous senior secured
      lenders led by JP Morgan Chase;

   -- A strong balance sheet upon emergence, including over $100
      million in unrestricted cash to support RCN's strategy to
      enhance shareholder value;

   -- RCN's acquisition of PEPCO's 50% stake in the Starpower
      joint venture, enabling RCN to take full ownership of the
      entire Washington, D.C. market by year end;

   -- The selection of a 20-year telecom veteran as RCN's next
      Chief Executive Officer; and

   -- The appointment of a seasoned and experienced new Board of
      Directors.

"Two years ago we began implementing a plan to fix our balance
sheet," said Chairman and CEO, David C. McCourt.  "Many telecom
companies have emerged after a drawn out restructuring process
with too much debt and a tired business plan.  RCN has received
confirmation after only 28 weeks with the right balance sheet and
a fresh strategy for selling bundled services that we pioneered a
decade ago and that has become the industry standard."

                   New Chief Executive Officer

RCN's Chairman and CEO, David C. McCourt is recommending Peter D.
Aquino, a 20-year telecom veteran, as the Company's next Chief
Executive Officer.  The Official Creditor's Committee unanimously
supported Mr. McCourt's selection.  Mr. McCourt, who founded RCN
in 1997, made the announcement after forming a search committee
for his successor in July.  Mr. McCourt will remain as the
Company's Chairman but has asked the Official Creditor's Committee
to appoint his successor by no later than Dec. 31, 2004.  Mr.
McCourt will remain as a special consultant to the Company,
advising RCN on strategic initiatives.

"Over the last few years, I committed myself to ensuring that RCN
would be a long term success," said Mr. McCourt.  "Now that we are
emerging with the right balance sheet, have paid off our banks in
full, and a successor has been chosen to run the day-to-day
operations, I feel it is the right time to move on to other
aspects of the telecom industry."

"We were looking for someone who would stay committed to the
competitive vision of RCN which was established when I founded the
Company," continued Mr. McCourt.  "In Pete we have found this
commitment as well as the kind of energy and leadership which I
know is needed in order to ensure a very promising future for
RCN."

Peter D. Aquino brings 20 years of telecommunications and
management experience to this position.  He has been Senior
Managing Director of Capital & Technology Advisors LLC (CTA), a
telecommunications advisory firm, since 2001.  CTA has provided
valuable operations, financial, legal, regulatory, and management
advice to significant industry players, including Leap Wireless,
XO Communications and Neon Communications.  From 1998 to 2002, he
was COO and Board Advisor for Veninfotel, LLC, of Venezuela, where
he and his team built and operated voice, data, and video services
throughout the country's top nine metropolitan areas in only four
years.  Veninfotel was the only "triple play" provider in
Venezuela with nearly 200,000 broadband connections by December
2001.

From 1995 to 1998, Mr. Aquino was a partner with Wave
International, Inc., a telecommunications venture capital firm
focused on infrastructure and technology investments around the
world.  Wave International raised capital and provided management
expertise to Veninfotel prior to commercial operations.

Prior to 1995, he spent twelve years with Bell Atlantic (now
Verizon) in various senior management positions, most recently
Executive Director of Business Development, a position he held for
three years.  His responsibilities included implementation of
business strategies to build and/or acquire non-core projects for
Bell Atlantic.  He currently serves on the Board of Directors of
several public companies, including Neon Communications and
Motient Corporation.

"When I came to RCN and started working with Mr. McCourt almost a
year ago, I felt it was good chemistry from the start," said Mr.
Aquino.  "I respect Mr. McCourt as the pioneer of the competitive
telecom sector and look forward to continuing his legacy at RCN."

                     New Board of Directors

As part of the Plan of Reorganization a new Board of Directors has
been announced.

      -- Peter D. Aquino
      -- Benjamin C. Duster, IV
      -- Lee S. Hillman
      -- Michael E. Katzenstein
      -- Theodore H. Schell
      -- Daniel Tseung

The members of the new Board of Directors will assume their
responsibilities upon consummation of the Plan and the future
Directors have indicated their intent to confirm Peter D. Aquino
as Chief Executive Officer.

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: Class 5 Gen. Unsecured Claimants Can Subscribe to Notes
-----------------------------------------------------------------
RCN Corporation reported that Friday, Dec. 3, 2004, had been
established as the record date for ownership of Allowed Class 5
General Unsecured Claims by Qualified Purchasers who desire to
subscribe for RCN's 7.375% Convertible Second Lien Notes due 2012.
The principal amount of such Allowed Class 5 General Unsecured
Claims held on such record date by a Qualified Purchaser whose
subscription for New Notes is accepted will be used as the basis
for proration if the offering is oversubscribed.  Qualified
Purchasers wishing to subscribe for New Notes must provide
evidence of their ownership of an Allowed Class 5 General
Unsecured Claim as of the record date.

Other than as amended, the terms of the offering set forth in the
Confidential Private Offering Circular dated Dec. 3, 2004,
relating to RCN's 7.375% Convertible Second Lien Notes due 2012
remain in full force and effect.

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: Releases Plan Supplement Providing Critical Plan Details
------------------------------------------------------------------
On November 19, 2004, RCN Corporation and its debtor-affiliates
filed a supplement to the Joint Plan of Reorganization, which sets
forth:

   * the Reorganized RCN Certificate of Incorporation and By-laws
   * New Common Stock Registration Rights Agreement
   * Convertible Second-Lien Notes Registration Rights Agreement
   * Warrant Agreement
   * New Evergreen Credit Agreement
   * Deutsche Bank Exit Facility
   * Convertible Second-Lien Notes Financing
   * Schedule of Intercompany Claims

A free copy of the Debtors' Plan Supplement may be accessed at:

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

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)


ROBOTIC VISION: Financing Deal Tied to Sale of Company by Jan. 31
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 29, 2004, the
Honorable J. Michael Deasy of the U.S. Bankruptcy Court for the
District of New Hampshire, Manchester Division, put his stamp of
approval on a deal allowing Robotic Vision Systems, Inc., and its
debtor-affiliate to use cash collateral securing repayment of
prepetition amounts owed to Intel Corporation and Pat V. Costa.

Unfortunately, the Lenders' cash collateral use won't fund all of
the debtors' postpetition expenses.  Moreover, the Lenders are
unwilling to advance more money.

RVSI Investors LLC has appeared on the scene with $2 million of
white knight post-petition financing.  The new lender will advance
up to $2 million of fresh financing, provides that RVSI delivers a
signed asset purchase agreement to the Bankruptcy Court by Dec.
24, 2004, and the Court enters an order approving the sale
transaction by Jan. 31, 2005.

Without another source of working capital available to it, Robotic
Vision asks the Bankruptcy Court to approve this financing deal.
Judge Deasy will convene a hearing to consider the request on
Dec. 21.

Headquartered in Nashua, New Hampshire, Robotic Vision Systems,
Inc. -- http://www.rvsi.com/-- designs, manufactures and markets
machine vision, automatic identification and related products for
the semiconductor capital equipment, electronics, automotive,
aerospace, pharmaceutical and other industries.  The Company,
together with its debtor-affiliate, filed for chapter 11
protection on Nov. 19, 2004 (Bankr. D. N.H. Case No. 04-14151).
Bruce A. Harwood, Esq., at Sheehan, Phinney, Bass + Green
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$43,046,000 in total assets and $51,338,000 in total debts.


RXBAZAAR: Proposes to Make $1.5 Distribution to Secured Creditor
----------------------------------------------------------------
RxBazaar, Inc. (OTC:RXBZ) and FPP Distribution, Inc., f/k/a
Superior Pharmaceutical Company, executed a Deed of Assignment for
the Benefit of Creditors on Sept. 9, 2004, and turned all of its
assets over to:

     Financial Resource Associates, Inc.
     10901 Reed Hartman Highway, Suite 320
     Cincinnati, Ohio 45242

A full-text copy of the Deed is available at no charge at:

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

The Hamilton County Court of Common Pleas approved the appointment
of Financial Resources Associates, Inc., as the Assignee.  A copy
of the Court's order is available at no charge at:

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

Since that time, the Assignee has been collecting the outstanding
accounts receivable on behalf of the Corporations.  The Assignee
has determined the secured creditors and the priority of liens of
the creditors of the Corporations.

The Assignee filed an Application on Nov. 30, 2004, proposing to
distribute $1.5 million to Steel City Pharmaceuticals, LLC, the
Corporations' secured creditor, owed more than $4.1 million.  A
full-text copy of the Application is available at no charge at:

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

Judge Cissell will consider the Application and any objections at
a hearing at 10:00 a.m. on Dec. 28, 2004, in Cincinnati, Ohio.

Mark A, Greenberger, Esq., at Katz Greenberger & Norton, LLP,
represents the Assignee.


SARAFAM INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Sarafam, Inc.
        1385 Cheers Boulevard
        Brownsville, Texas 78521

Bankruptcy Case No.: 04-11579

Type of Business: Real Estate

Chapter 11 Petition Date: December 6, 2004

Court: Southern District of Texas (Brownsville)

Judge: Richard S. Schmidt

Debtor's Counsel: Eduardo V. Rodriguez, Esq.
                  1265 North Expressway 83
                  Brownsville, TX 78521
                  Tel: 956-547-9638

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

The Debtor did not file a list of its 20-largest creditors.


SAXON ASSET: Fitch Junks Six Classes of Mortgage Notes
------------------------------------------------------
Fitch Ratings has taken rating actions on the following Saxon
Asset Securities Trust (Saxon) issues:

     Series 1999-2 Group 1:

          -- Class AF-6 affirmed at 'AAA';
          -- Class MF-1 upgraded to 'AAA' from 'AA';
          -- Class MF-2 affirmed at 'A';
          -- Class BF-1 affirmed at 'BBB'.

     Series 1999-2 Group 2:

          -- Class MV-2 upgraded to 'AAA' from 'AA';
          -- Class BV-1 upgraded to 'A' from 'BBB'.

     Series 1999-3 Group 1:

          -- Class AF-5 affirmed at 'AAA';
          -- Class AF-6 affirmed at 'AAA';
          -- Class MF-1 upgraded to 'AAA' from 'AA';
          -- Class MF-2 upgraded to 'AA' from 'A';
          -- Class BF-1 upgraded to 'BBB+' from 'BBB';
          -- Class BF-1A affirmed at 'BBB'.

     Series 1999-3 Group 2:

          -- Class MV-2 upgraded to 'AAA' from 'A';
          -- Class BV-1 upgraded to 'A-' from 'BBB'.

     Series 2000-1 Group 1:

          -- Class AF-5 affirmed at 'AAA';
          -- Class AF-6 affirmed at 'AAA';
          -- Class MF-1 affirmed at 'AA';
          -- Class MF-2 affirmed at 'A';
          -- Class BF-1 downgraded to 'C' from 'BB'.

     Series 2000-1 Group 2:

          -- Class MV-2 upgraded to 'AA' from 'A';
          -- Class BV-1 affirmed at 'BBB'.

     Series 2000-2 Group 1:

          -- Class AF-6 affirmed at 'AAA';
          -- Class MF-1 affirmed at 'AA';
          -- Class MF-2 affirmed at 'A';
          -- Class BF-1 downgraded to 'CCC' from 'BB';
          -- Class BF-2 downgraded to 'C' from 'CCC'.

     Series 2000-2 Group 2:

          -- Class MV-1 upgraded to 'AAA' from 'AA';
          -- Class MV-2 upgraded to 'AA' from 'A';
          -- Class BV-1 upgraded to 'BBB+' from 'BBB';
          -- Class BV-2 affirmed at 'BB'.

     Series 2000-3 Group 1:

          -- Class AF-5 affirmed at 'AAA';
          -- Class AF-6 affirmed at 'AAA';
          -- Class MF-1 affirmed at 'AA';
          -- Class MF-2 downgraded to 'BBB' from 'A';
          -- Class BF-1 downgraded to 'C' from 'CCC'.

     Series 2000-3 Group 2:

          -- Class MV-2 upgraded to 'AA' from 'A';
          -- Class BV-1 affirmed at 'BBB'.

     Series 2000-4 Group 1:

          -- Class AF-5 affirmed at 'AAA';
          -- Class AF-6 affirmed at 'AAA';
          -- Class MF-1 affirmed at 'AA';
          -- Class MF-2 downgraded to 'BBB' from 'A';
          -- Class BF-1 downgraded to 'C' from 'BB'.

     Series 2000-4 Group 2:

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

     Series 2001-1 Group 1:

          -- Class AF-5 affirmed at 'AAA';
          -- Class AF-6 affirmed at 'AAA';
          -- Class MF-1 affirmed at 'AA';
          -- Class MF-2 downgraded to 'BBB' from 'A';
          -- Class BF-1 downgraded to 'C' from 'CCC'.

     Series 2001-1 Group 2:

          -- Class MV-1 upgraded to 'AAA' from 'AA';
          -- Class MV-2 affirmed at 'A';
          -- Class BV-1 downgraded to 'BBB-' from 'BBB'.

     Series 2001-3:

          -- Class AF-5 affirmed at 'AAA';
          -- Class AF-6 affirmed at 'AAA';
          -- Class AV-1 affirmed at 'AAA';
          -- Class M-1 affirmed at 'AA';
          -- Class M-2 affirmed at 'A';
          -- Class B affirmed at 'BBB'.

     Series 2003-3:

          -- Classes AF-1 to AF-6 affirmed at 'AAA';
          -- Class AV-1 affirmed at 'AAA';
          -- Class AV-2 affirmed at 'AAA';
          -- Class M-1 affirmed at 'AA';
          -- Class M-2 affirmed at 'A+';
          -- Class M-3 affirmed at 'A';
          -- Class M-4 affirmed at 'A-';
          -- Class M-5 affirmed at 'BBB+';
          -- Class M-6 affirmed at 'BBB-'.

All of the mortgage loans in the aforementioned transactions were
either originated or acquired by Saxon Mortgage, Inc.  The
mortgage loans consist of fixed-rate and adjustable-rate mortgages
extended to subprime borrowers and are secured by first and second
liens, primarily on one- to four-family residential properties.
Saxon Mortgage Services, Inc., (rated 'RPS2+' by Fitch), acts as
servicer of the mortgage loans.

The upgrades reflect a substantial increase in credit enhancement
relative to future loss expectations and affect approximately
$154.81 million of outstanding certificates.  The affirmations
reflect credit enhancement consistent with future loss
expectations and affect approximately $1.09 billion of outstanding
certificates.  The negative rating actions, which affect
approximately $74.74 million of outstanding certificates, are
taken due to worse than expected performance of the underlying
collateral as well as diminishing credit enhancement.

Upgrades:

As of the November 2004 distribution date, the pool factor
(current mortgage loans outstanding as a percentage of the initial
pool) for series 1999-2 Group 1 is approximately 14%.  Class MF-1
currently benefits from 62.42% credit enhancement (originally 9%)
in the form of subordination and overcollateralization -- OC).

The pool factor for series 1999-2 Group 2 is approximately 7%.
Class MV-2 currently benefits from 97.25% credit enhancement
(originally 7.25%) in the form of subordination and OC; and class
BV-1 currently benefits from 38.14% credit enhancement (originally
3%) in the form of OC.

The pool factor for series 1999-3 Group 1 is approximately 15%.
Class MF-1 currently benefits from 48.62% credit enhancement
(originally 12%) in the form of subordination and OC; class MF-2
currently benefits from 26.86% credit enhancement (originally 8%)
in the form of subordination and OC; and class BF-1 currently
benefits from 12.25% credit enhancement (originally 5%) in the
form of subordination and OC.

The pool factor for series 1999-3 Group 2 is approximately 8%.
Class MV-2 currently benefits from 71.74% credit enhancement
(originally 7.25%) in the form of subordination and OC; and class
BV-1 currently benefits from 21.56% credit enhancement (originally
3.25%) in the form of OC.

The pool factor for series 2000-1 Group 2 is approximately 10%.
Class MV-2 currently benefits from 58.31% credit enhancement
(originally 6%) in the form of subordination and OC.

The pool factor for series 2000-2 Group 2 is approximately 11%.
Class MV-1 currently benefits from 96.97% credit enhancement
(originally 11%) in the form of subordination and OC; class MV-2
currently benefits from 54.08% credit enhancement (originally
6.20%) in the form of subordination and OC; and class BV-1
currently benefits from 32.19% credit enhancement (originally
3.75%) in the form of subordination and OC.

The pool factor for series 2000-3 Group 2 is approximately 11%.
Class MV-2 currently benefits from 66.76% credit enhancement
(originally 6.90%) in the form of subordination and OC.

The pool factor for series 2000-4 Group 2 is approximately 12%.
Class MV-1 currently benefits from 86.57% credit enhancement
(originally 12%) in the form of subordination and OC; and class
MV-2 currently benefits from 40.40% credit enhancement (originally
6.50%) in the form of subordination and OC.

The pool factor for series 2001-1 Group 2 is approximately 13%.
Class MV-1 currently benefits from 80.30% credit enhancement
(originally 11%) in the form of subordination and OC.

Downgrades:

As of the November 2004 distribution date, the pool factor for
series 2000-1 Group 1 is approximately 16%, and the six-month
average monthly loss after application of excess spread is
$245,432.  The high level of losses incurred has resulted in the
decline of OC to $701,623, leaving 1.46% credit enhancement for
class BF-1. 90+ delinquencies (including bankruptcies,
foreclosures and real estate owned) currently stand at 22.54%.

The pool factor for series 2000-2 Group 1 is approximately 16%,
and the six-month average monthly loss after application of excess
spread is $173,434.  The high level of losses incurred has
resulted in the full depletion of OC, leaving 0% and 1.12% credit
enhancement for classes BF-2 and BF-1, respectively. 90+
delinquencies currently stand at 27.32%.

The pool factor for series 2000-3 Group 1 is approximately 18%,
and the six-month average monthly loss after application of excess
spread is $333,914.  The high level of losses incurred has
resulted in the full depletion of OC, leaving 0% and 11.49% credit
enhancement for classes BF-1 and MF-2, respectively. 90+
delinquencies currently stand at 28.46%.

The pool factor for series 2000-4 Group 1 is approximately 21%,
and the six-month average monthly loss after application of excess
spread is $165,910.  The high level of losses incurred has
resulted in the decline of OC to $77,942, leaving 0.21% and 10.83%
credit enhancement for classes BF-1 and MF-2, respectively. 90+
delinquencies currently stand at 28.89%.

The pool factor for series 2001-1 Group 1 is approximately 24%,
and the six-month average monthly loss after application of excess
spread is $144,600.  The high level of losses incurred has
resulted in the full depletion of OC, leaving 0% and 9.35% credit
enhancement for classes BF-1 and MF-2, respectively. 90+
delinquencies currently stand at 24.07%.

The pool factor for series 2001-1 Group 2 is approximately 13%,
and the three-month average monthly loss after application of
excess spread is $32,649.  The high level of losses incurred has
resulted in the decline of OC to $5,301,136, leaving 18.81% credit
enhancement for class BV-1. 90+ delinquencies currently stand at
34.65%.

Fitch will continue to closely monitor these deals.


SCHLOTZSKY'S INC: Court Approves $28.5 Million Sale to Bobby Cox
----------------------------------------------------------------
Schlotzsky's, Inc., (OTC: BUNZQ) has reached an agreement to sell
substantially all of its assets to Bobby Cox Companies for
$28.5 million.  The sale was approved by Judge Leif Clark of the
United States Bankruptcy Court for the Western District of Texas,
San Antonio Division.  The sale has a targeted closing date of
Dec. 31, and Bobby Cox Companies will operate the Schlotzsky's
franchise system as a privately owned company.

The new management group includes successful industry veterans
Bobby D. Cox and Ronny Jordan of Fort Worth, Texas and Robert C.
Barnes of Odessa, Texas.  Bobby Cox Companies brings with it more
than 40 years experience in the restaurant industry, as well as a
unique position as both a franchisee of Blockbuster Video stores
and a restaurant operator, allowing it to understand the
complexities of the business from all sides.

Mr. Cox will serve as Chairman of the new management group, with
Barnes as President and Jordan as the organization's Chief
Financial Officer.  "We are all very excited about this great
opportunity for Schlotzsky's to stabilize and grow as a leader in
the fast casual restaurant industry," states Mr. Cox.  With the
majority of the Schlotzsky's restaurants being owned by
franchisees, the group's primary goal is to help them improve
their profitability and add additional units in designated
territories.  "Having been on both the franchisee and the
franchisor side of numerous businesses over the years, I truly
understand that the parent company only prospers when the
franchise community is strong and successful.  We will do
everything in our power to help franchisees reach their growth
goals by supporting them with an organization that will meet their
needs and then some," adds Mr. Cox.

Several potential investors participated in the auction process
that took place yesterday in Dallas, driving the price of the sale
up nearly 15% over the reserve price of $25 million that was set
by the Company.  Sam Coats, the current Schlotzsky's President and
CEO, will remain with the Company for as long as necessary to help
ensure a seamless transition for franchisees, employees and
customers.

"Four months ago, we made the difficult yet necessary decision to
seek Chapter 11 protection for Schlotzsky's. At that time, we
committed to pursuing the highest value for the Company employing
the most efficient means possible.  It took the dedication of
everyone involved with the Company to achieve such great results
under such an aggressive timeline," said Coats.  "We could not
have asked for Schlotzsky's to have been placed in more capable
hands, and we are confident that the Company will once again be
poised for growth and positioned to capitalize on its great brand
and superior products."

Mr. Cox, who began his restaurant career in 1961 by owning and
operating a small snack bar in Odessa, Texas, has built many
successful businesses including Taco Villa, Rosa's Cafe & Tortilla
Factory, and Texas Burger.  He also has been a franchisee of Dairy
Queen and Peter Piper Pizza, and currently is a franchisee of
Dippin' Dots.  He also operates 36 franchised Blockbuster Video
stores in 14 markets throughout the Southwest in addition to his
restaurant holdings.

Barnes, who in conjunction with Cox helped build both the Taco
Villa and Rosa's Cafe concepts, currently owns and operates
Rockin' Q Smokehouse barbeque restaurants, in addition to numerous
real estate development and construction companies.  Both Barnes
and Cox are inductees to the Texas Restaurant Association's Hall
of Fame, and Barnes also served as president of that organization.

Mr. Jordan currently serves as Executive Vice President of the
Bobby Cox Companies, having joined the organization 14 years ago.
A graduate in Accounting of Texas Tech University, Jordan received
an Executive MBA in Finance from Stanford University.  He was the
managing partner in the San Antonio office for Main Hurdman and an
audit partner with KPMG/Peat Marwick after the two firms merged.

Based on the total outstanding liabilities and creditor's claims
of Schlotzsky's, it is uncertain if any proceeds from the sale
will be available for distribution to Schlotzsky's unsecured
creditors and none will be available for shareholders.

Bobby Cox Companies, Inc., is a dynamic family of service
businesses dedicated to meeting the needs of today's consumers.
Under the guidance of its founder, Bobby D. Cox, the company has
grown from its humble beginnings as a single coffee shop
restaurant in 1961 in Odessa to a multi-concept organization
operating over 30 businesses throughout the southwestern United
States. From entertainment, restaurants, and telecommunications to
oil and gas production, custom food manufacturing, ranching and
real estate development, the Bobby Cox Companies is the embodiment
of the entrepreneurial spirit of free enterprise.  The company is
headquartered in the International Plaza Building in Ft. Worth,
Texas, and employs over 2,200 people throughout Texas, Oklahoma,
Missouri, Arkansas and New Mexico.

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.


SCIENTIFIC GAMES: Moody's Rates $200 Mil. Senior Notes at B1
------------------------------------------------------------
Moody's Investors Service raised the existing ratings of
Scientific Games Corporation -- SGC.  The company's senior implied
rating is now at Ba2. Moody's also assigned a B1 rating to the
company's new $200 million senior subordinated notes due 2012 and
a Ba2 rating to its new senior secured bank facility.  The new
senior secured bank facility is comprised of a $200 million 5-year
revolver and a $100 million 5-year term loan.  The rating outlook
is stable.

Proceeds from the new bank facility and new senior subordinated
notes, along with proceeds from a recently completed $250 million
convertible senior subordinated note offering (not rated) will be
used to repurchase the company's outstanding 12 1/2% senior
subordinated notes due 2010, repay all existing bank debt, and pay
related fees and expenses.

The upgrade takes into account the company's improved and
sustainable operating performance, continued free cash flow
generating ability, and ability to maintain debt/EBITDA at or
below 3.0x.  Other considerations supporting the upgrade include
the company's significant market share position, at about 70% of
the U.S. instant lottery ticket segment, increasing presence in
the online lottery segment, and success at obtaining and retaining
lottery contracts.  Key credit concerns include the highly
competitive nature of the instant ticket, online lottery and pari-
mutuel business segments.  Additionally, a substantial majority of
SGC's annual revenues from lottery contracts are scheduled to
expire or reach optional extension dates during next 3 years.
Other risks inherent in SGC's businesses include changing
technology and evolving industry standards.

The stable ratings outlook is based on Moody's expectation that
SGC will continue to maintain leverage at or about 3.0x
debt/EBITDA.  Although temporary increases in leverage may occur
in the future as a result of small/moderate sized strategic
acquisitions, Moody's believes the company will manage debt/EBITDA
back down to pre-acquisition levels within a reasonably short time
period.

These new ratings were assigned:

     -- $200 million senior subordinated notes due 2012 B1;
     -- $200 million 5-year senior secured revolver Ba2; and
     -- $100 million 5-year senior secured term loan Ba2.

These existing ratings were upgraded:

     -- Senior implied rating, to Ba2 from Ba3;
     -- Long-term issuer rating, to Ba3 from B1;
     -- $75 million senior secured revolver due 2006, to Ba2
        from Ba3; and
     -- $65 million 12 ½% senior subordinated notes due
        2010, to B1 from B2.

The Ba2 rating on SGC's existing $75 million senior secured
revolver and B1 rating on its senior subordinated notes will be
withdrawn following the completion of the planned refinancing.  On
Nov. 24, 2004, the company commenced a cash tender offer for any
and all of its outstanding 12 & half% senior subordinated notes
due 2010.  Separately, Moody's withdrew the Ba3 rating on SGC's
term loan C that was converted to term loan D due 2009 as part of
a bank loan amendment that took place earlier this year.  Moody's
did not assign a rating to SGC's existing term loan D.

The similarity between the secured bank loan rating and senior
implied rating reflects the significant amount of secured debt (on
a fully-drawn basis) in the capital structure.  The new bank loan
will be secured and guaranteed by the assets and capital stock of
all wholly-owned domestic subsidiaries and will contain covenants
that will limit leverage, capital expenditures, payment of
dividends, and ability to make investments.

Scientific Games Corp. is a provider of services, systems and
products to both the instant ticket lottery industry and pari-
mutuel wagering industry.  The company operates in four business
segments: Lottery Group, Pari-mutuel Group, Venue Management Group
and Telecommunications Products Group.  Revenues for the latest
twelve-month period ended Sep. 30, 2004 were $720 million.


SEROLOGICALS CORP: Offering 4.2 Million Common Shares
-----------------------------------------------------
Serologicals Corporation (NASDAQ:SERO) intends to offer 4,200,000
shares of its Common Stock (plus up to an additional 630,000
shares solely to cover over-allotments) for sale to the public
under an existing shelf registration statement.  The Company filed
a prospectus supplement with respect to the offering with the
Securities and Exchange Commission.  The Company expects to use
the proceeds from the securities to repay existing term debt and
for general corporate purposes, including the implementation of
its strategy to enter into strategic acquisitions.

The Company also reported that certain of its stockholders are
offering 1,362,860 shares of Serologicals Common Stock for sale in
an offering that will be conducted concurrently with the Company's
offering.  The Company will not receive any of the proceeds of the
offering by its stockholders.  The stockholders acquired the
shares of Common Stock they intend to offer as part of the
consideration they received upon the Company's acquisition of
Upstate Group, Inc. in October 2004.  The Company filed a
registration statement covering the shares on Nov. 10, 2004.  The
Securities and Exchange Commission declared the registration
statement effective on Dec. 6, 2004.  The Company filed a
prospectus supplement with respect to the offering by its
stockholders simultaneously with the prospectus supplement related
to its offering.

J.P. Morgan Securities Inc. will serve as the sole bookrunning
manager for the proposed offerings.  Banc of America Securities
LLC and Pacific Growth Equities, LLC are co-managers.  The
offerings will only be made through the separate prospectus
supplements.  Copies of the preliminary prospectus supplements and
accompanying base prospectuses may be obtained from the offices
of:

         J.P. Morgan Securities Inc.
         Chase Distribution & Support Service
         1 Chase Manhattan Plaza
         Floor 5B, New York, N.Y. 10081

                        About the Company

Serologicals Corporation, headquartered in Atlanta, Georgia, is a
global provider of biological products, enabling technologies and
services to a diverse customer base that includes major life
science companies and leading research institutions. Our customers
use our products, technologies and services in a wide variety of
their activities, including basic research, drug discovery,
diagnosis and biomanufacturing. Our products, technologies and
services are essential tools for research in key disciplines,
including neurology, oncology, hematology, immunology, cardiology,
proteomics, infectious diseases, cell signaling and molecular
biology. In addition, the Company is the world's leading provider
of monoclonal antibodies for the blood typing industry.
Serologicals has more than 1,000 employees worldwide, and its
shares are traded on the NASDAQ national stock market under the
symbol SERO.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 30, 2004,
Moody's Investors Service confirmed the ratings of Serologicals
Corporation -- B1 senior implied, concluding a rating review for
possible downgrade initiated on September 7, 2004. At the same
time, Moody's assigned a Ba3 rating to Serologicals' new
$80 million senior secured term loan facility due 2011 and a Ba3
rating to the $30 million revolving credit facility maturing in
2009. Serologicals is entering the new credit agreement in
conjunction with its pending acquisition of Upstate Biotech, Inc.,
for $205 million. Following these rating actions, the rating
outlook is stable.

Moody's confirmation of Serologicals' ratings is based on the
assumption that the Upstate deal will be consummated and financed
as planned, with funding sources comprised of approximately
$100 million of equity, $30 million of existing cash on hand, and
the new $80 million term loan, with the revolver undrawn at close.
If the final details differ materially from these assumptions,
such as through higher bank loan amounts, the ratings could be
downgraded.

The rating confirmation reflects Moody's belief that:

   (1) despite higher leverage, Serologicals will generate free
       cash flow to debt in the 5-10% range for 2004;

   (2) cash flow to debt will improve because of good prospects
       for earnings and cash flow growth; and

   (3) the company's long term targeted capital structure remains
       at 3.0 times debt/EBITDA.


SFBC INTL: S&P Puts B- Rating on $143.8M Senior Convertible Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit and bank loan ratings to SFBC International, Inc., a Miami,
Florida-based provider of outsourced drug development services to
the pharmaceutical industry.  The 'B+' bank loan ratings apply to
the company's $40 million revolving credit facility due December
2009 and a $120 million term loan facility due December 2010.  The
new borrowings will fund the company's pending $245 million
acquisition of privately held PharmaNet, Inc.

At the same time, a 'B-' rating has been assigned to SFBC's
existing $143.8 million senior convertible debt issue.

The outlook is positive.

"The speculative-grade ratings on SFBC reflect the execution
challenges of the PharmaNet purchase, the company's most
significant acquisition to date, as well as the substantial
resulting debt burden," said Standard & Poor's credit analyst
David Lugg.  "These risks outweigh SFBC's attractive business
characteristics and its good prospects for improving free cash
flow over the next few years."

The acquisition of PharmaNet will add a complementary array of
drug development services to SFBC's existing service offerings,
which now focus mainly on drug characterization and early-stage
safety tests.  PharmaNet offers mid- to late-stage clinical trial
services ranging from clinical study design to data management to
safety surveillance following the marketing of drugs.  It has
particular clinical research expertise in the areas of oncology,
central nervous system disorders, and cardiovascular health.
PharmaNet also maintains a significant presence in Europe that
adds a measure of geographic diversity to SFBC's largely North
American business.  SFBC will be challenged to integrate these
related but dissimilar operations while maintaining the high level
of customer service required for success in this demanding market.

Somewhat offsetting the weaker financial measures after the
acquisition is SFBC's position in an industry with several
attractive characteristics.  Demand for outsourced clinical
development services is driven both by the double-digit annual
increases in drugs in development and by pharmaceutical firms'
growing comfort with contract services, evidenced by the
increasing proportion of clinical research being performed by
contract research organizations -- CROs.  Contract cancellation
risk, inherent to the business model, is mitigated by the
company's small exposure to any single client, with its largest
accounting for only about 6% of revenues, pro forma for the
acquisition.


SKYLYNX COMMS: Executes Intent to Purchase StarCom's Assets
-----------------------------------------------------------
SkyLynx Communications (OTCBB: SKYC), a network provider of
secured mobile data communications, has executed a non-binding
letter of intent between the company, StarCom Wireless and AllCom
Inc., an affiliate of StarCom.  The transaction contemplates the
purchase of certain assets of StarCom Wireless thru the United
States Bankruptcy Court for the District of Puerto Rico.  A
proposed plan of reorganization has been agreed upon and is being
submitted to the court.  StarCom owns patented Meteor Burst
technology and currently provides proprietary Automated Vehicle
Location (AVL) services for fleets and First Response companies in
the Northwest United States.

Also, it is proposed that SkyLynx purchase the AllCom interests in
Owner State Wireless, L.L.C. of Alaska.  This partnership was
created for the purpose of owning and developing Special Mobilized
Frequencies (SMR) to create a wireless telephone network in
Alaska.  The value of this proposed transaction is yet to be
determined.  The contemplated transaction between the parties
includes an assumption of debt and an issuance of SkyLynx common
stock.  The transaction will require the approval from the United
States bankruptcy Court, the shareholders approval from the AllCom
shareholders and the board of directors of SkyLynx.  Should the
transaction be approved, it is anticipated the closing would take
place during the first quarter 2005.

                          About SkyLynx

SkyLynx Communications, Inc. is a provider of data wireless
services for vehicle tracking and data communications for mobile
and static applications. Their wireless network is being deployed
on a national basis and has been well received for its ability to
provide broad geographic coverage cost effectively. The company's
network has the ability to track vehicles is not affected by
topography, buildings, trees or other hindrances to line-of-sight
tracking; it has a range many times greater than that of cellular
and 3G systems; and it costs significantly less than satellite
tracking.


SOUTH BRUNSWICK: Notice of Filing of Chapter 9 Bankruptcy Petition
------------------------------------------------------------------
                  UNITED STATES BANKRUPTCY COURT
                EASTERN DISTRICT OF NORTH CAROLINA
                       WILMINGTON DIVISION

IN RE:                           )
                                 )
SOUTH BRUNSWICK WATER &          )  Case No. 04-09053-8-JRL
SEWER AUTHORITY,                 )
                                 )
                  Debtor.        )

TO: The Debtor, Creditors, Special Taxpayers,
    and Other Parties In Interest.

    Notice is hereby given of the filing of a case under Chapter 9
of the Bankruptcy Code of the Debtor named above on November 19,
2004.

    Name of Debtors Attorneys: Trawick H. Stubbs Jr., Esq.
                               Laurie B. Biggs, Esq.
                               Stubbs & Perdue' P.A.
                               Post Office Box 1630
                               Raleigh, NC 27602-1630
                               Telephone: 919-856-9400
                               Fax: 919-856-9300


TENET HEALTHCARE: Moody's Rates $1B Senior Unsec. Notes at B3
-------------------------------------------------------------
Moody's Investors Service assigned an SGL-4 speculative grade
liquidity rating to Tenet Healthcare Corporation.  At the same
time, Moody's affirmed Tenet's existing long-term debt ratings
(senior implied at B2) and assigned a B3 rating to Tenet
Healthcare's $1 billion 9.875% senior unsecured note offering,
which was issued in June of this year.  The rating outlook is
negative.

Ratings assigned:

   * Tenet Healthcare Corporation:

     -- SGL-4 speculative grade liquidity rating;
     -- B3, 9.875% senior unsecured notes.

Ratings affirmed:

   * Tenet Healthcare Corporation:

     -- B2 senior implied;
     -- B3 issuer rating;
     -- B3 senior unsecured note ratings.

Moody's assignment of an SGL-4 rating reflects the company's weak
liquidity position as a result of negative free cash flow, and
uncertainty related to the timing and amount of potential cash
outlays for outstanding litigation.  Moody's believes that Tenet
may need to rely on additional external sources of liquidity to
fund any litigation settlements over the next twelve months in
light of the high degree of uncertainty associated with these
factors, despite the availability of about $1.3 billion in cash.
The company's access to $500 million on its revolver is restricted
at this time by its current levels of cash.  If the revolver is
drawn, there are repayment requirements that are intended to
restrict the level of cash held by Tenet.  Absent the effect of
litigation settlements, Moody's believes that Tenet should have
sufficient room under its financial covenants over the near term.
Assets are unencumbered and Tenet has successfully sold assets to
improve liquidity; however, proceeds may be diminished if the
company needed to liquidate rapidly.

Tenet's B2 senior implied rating reflects weak operating
performance and substantial uncertainty related to the timing and
amount of cash outflows related to potential settlements related
to Redding and various outstanding government investigations as
well as IRS tax disputes.

Operating challenges -- some of which are sector-wide in nature --
include higher bad debt expense, and softer volume trends.  For
Tenet, volume growth trend declines were most notable during the
past quarter, which Moody's believes may be attributed to overhang
from outstanding investigations and litigation.  In addition, the
company has recently cited that progress being made in achieving
more favorable managed care rate increases has been impeded by the
success of large national plans -- with greater negotiating clout
-- pushing aside regional plans.  Capital spending for the first
nine months was about $366 million, resulting in negative free
cash flow of approximately $158 million.  Moody's expects that
Tenet may experience even higher levels of negative free cash flow
by year-end as it plans to spend a total of about $600 million in
capital expenditures during fiscal 2004.

The ratings also incorporate continued concerns regarding the
departure of the vast majority of senior management during the
past 12-18 months.

Partially offsetting these issues are the availability of about
$1.3 billion of cash as of September 30, 2004, and prospects for
additional funds from the divestiture of facilities.  Facility
divestiture is on track and it is our understanding that Tenet
expects to receive about $600 million in proceeds and tax-related
benefits.  Tenet has also refinanced its nearer-term debt,
managing to extend the majority of its maturities beyond FY2007.

The rating outlook is negative and reflects the high level of
uncertainty associated with current operating performance and cash
flow as well as the potential for significant cash needs
associated with outstanding litigation.

If the company's available liquidity becomes more constrained --
either due to operating issues or cash payouts -- the ratings
could be lowered further.

Factors that could lead to stabilization of the rating outlook
include improvement of liquidity resulting from growth in volume
or pricing or both, and attainment of breakeven free cash flow
after assuming a restored level of capital spending.  Clarity
surrounding outstanding Redding litigation, DOJ investigations and
the tax settlement are additional considerations.

Headquartered in Dallas, Texas, Tenet Healthcare Corporation
operates 69 hospitals and is among the nation's largest hospital
companies.


TENGTU INT'L: Sept. 30 Balance Sheet Upside-Down by $3.5 Million
----------------------------------------------------------------
Tengtu International Corp. (OTCBB: TNTU) has filed its form 10-Q
for the first quarter of fiscal 2005 ending Sept. 30, 2004, with
the Securities and Exchange Commission.

Revenue for the first quarter of fiscal 2005 was $200,000,
compared to $426,000 for the first quarter of fiscal 2004.  Net
loss for the first quarter of fiscal 2005 was $1.0 million, or
$0.01 per share, versus a loss of $666,000, or $0.01 per share,
for the same period last year.

Dr. Liu, interim chairman of Tengtu United, stated, "Since
starting a new fiscal year, we have made further progress toward
putting the company on solid footing to lead the development of
the market for distance learning in the People's Republic of
China.  Not only are we near completion of the reorganization of
the finance and accounting departments but also we signed
contracts for RMB $27.5 million, or U.S. $3.3 million, under the
Western Rural School Project, Phase II of the Jiangxi Central
Rural Schools Distance Learning Project, and others projects.  We
remain encouraged by our prospects for growth in the western rural
school market as well as the Education Resource for Microsoft(R)
Office."

Established in 1996, Tengtu International Corp. --
http://www.tengtu.com/-- is the leading provider of integrated
education software and distance learning solutions in the People's
Republic of China.  Its wholly owned subsidiary has been chosen by
China's Ministry of Education to be the operating partner in the
deployment of China's national education portal and distance
learning network (CBERC) to make computerized education available
to 250 million students in China's primary and secondary schools.

At Sept. 30, 2004, Tengtu International's balance sheet showed a
$3,486,461 stockholders' deficit, compared to a $2,473,436 deficit
at June 30, 2004.


TRUSSWAY INDUSTRIES: Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: Trussway Industries, Inc.
                c/o 9411 Alcorn
                Houston, Texas 77093

Involuntary Petition Date: December 7, 2004

Case Number: 04-21670

Chapter: 11

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Petitioners' Counsel: Trey A. Monsour, Esq.
                      Haynes & Boone LLP
                      901 Main Street, Suite 3100
                      Dallas, TX 75202
                      Tel: 214-651-5137
                      Fax: 214-200-0532

   Petitioner                       Amount of Claim
   ----------                       ---------------
PAM Capital Funding, L.P.               $11,111,252
c/o Highland Capital Management,
L.P. as collateral manager
Two Galleria Tower
13455 Noel Road, Suite 1300
Dallas, Texas 75240

PAMCO Cayman Ltd.                       $10,740,877
c/o Highland Capital Management,
L.P. as collateral manager
Two Galleria Tower
13455 Noel Road, Suite 1300
Dallas, Texas 75240

Highland Legacy Limited                  $7,407,502
c/o Highland Capital Management,
L.P. as collateral manager
Two Galleria Tower
13455 Noel Road, Suite 1300
Dallas, Texas 75240

California Public Employees'             $5,555,626
Retirement System, c/o Highland
Capital Management, L.P. as
collateral manager
Two Galleria Tower
13455 Noel Road, Suite 1300
Dallas, Texas 75240


UNITED RENTALS: Fitch Puts Low-B Rating on Senior & Sub. Debt
-------------------------------------------------------------
Fitch Ratings initiates coverage on United Rentals, Inc. -- UR --
and its principal operating subsidiary United Rentals, Inc. North
America -- URNA.  The ratings are:

United Rentals, Inc.:

     -- Subordinated debt 'B'.

United Rentals, Inc. (North America) (Guaranteed by United
Rentals, Inc.):

     -- Senior secured debt 'BB';
     -- Senior unsecured debt 'BB-';
     -- Subordinated debt 'B'.

The Rating Outlook is Stable.  Approximately $3.1 billion of
securities are covered by Fitch's actions.

Fitch's ratings for UR (and URNA) reflect the company's strong
market position in the North American equipment rental sector, its
successful navigation through the 2001-2003 recession, and
significant core cash flow.  Rating concerns center on UR's weak
balance sheet, low core profitability, and meaningful reliance on
secured borrowings to fund the business.  Intermediate-term
liquidity is acceptable as the company had over $500 million of
availability under its committed bank credit facility, which
expires in 2009, at Sept. 30, 2004, and only moderate loan and
lease annual amortization requirements through 2009.

The Stable Rating Outlook recognizes that UR is the subject of a
nonpublic fact-finding investigation conducted by the Securities
and Exchange Commission.  While the scope of the inquiry appears
to be significant, the specific target areas are unknown to
management.  At this point the ratings and outlook reflect the
inquiry will be resolved satisfactorily.

While Fitch has noted significant goodwill write-downs that UR
reported in 2003 and 2004, Fitch is comfortable with management's
explanation for these charges and believes that the likelihood
that UR could report similar charges in 2005 and beyond is remote.
Nonetheless, this is an area in which Fitch is closely monitoring
and could have an influence on the company's ratings in the future

The double-notch difference between URNA's senior unsecured rating
and the subordinated rating reflects the collateral shortfall of
revenue-earning equipment-supporting debt.  Revenue-earning
equipment collateral coverage of senior debt has been in the range
of 1.07 times to 1.34x since year-end 1999.  The insufficient hard
asset coverage for the subordinated debt suggests that repayment
in a liquidation scenario would be based on UR's enterprise value.
Consequently, Fitch views UR's and URNA's subordinated debt as
highly speculative.

UR and URNA are each SEC registrants.  While URNA is the principal
debt issuer, it accounts for approximately 99% of UR's assets.  As
such, Fitch uses UR's financials for its analysis of both
companies.

Founded in 1997, UR was one of a handful of public companies
formed to help consolidate the equipment rental industry.  To
management's credit, the company has remained viable during a
period of unprecedented volatility in the sector as other
consolidators, such as NationsRent and National Equipment
Services, filed for bankruptcy protection, or, in the case of
Rental Services Corp., were acquired by larger companies.  Since
its founding, UR acquired 250 equipment rental companies.  At
Sept. 30, 2004, UR had more than 730 locations in the U.S.,
Canada, and Mexico.

While UR's acquisition strategy positioned the company as the
industry leader in equipment rental, it had an adverse impact on
its balance sheet.  Goodwill created as a result of UR's
acquisitions peaked at more than $2.2 billion, or about 44% of
assets, at Dec. 31, 2000.  More importantly, book equity has not
exceeded goodwill at any point over the past five years.  As such,
the company's risk-adjusted capitalization compares unfavorably to
companies engaged in short- and longer term leasing in Fitch's
rating universe.

While writedowns of $1,032 million since 2001 may call into
question the valuation of the remaining $1.3 billion of goodwill
remaining on UR's balance sheet at Sept. 30, 2004, the drivers of
these charges -the combination of a limited operating history,
reclassification of business segments, and unprecedented
volatility in the equipment rental sector - are not viewed as
recurring events.

Reflecting the cyclicality of the equipment rental business, UR's
earnings before interest, taxes, depreciation, and amortization
expenses -- EBITDA -- have fluctuated sharply since 1999.
Equipment rental demand is directly related to nonresidential
construction expenditures.  Given the weakness in nonresidential
construction expenditures since 2001, UR's EBITDA declined in
spite of an increase in its equipment fleet.  The company's EBITDA
showed some improvement in 2004 as nonresidential construction
experienced a monthly year-over-year uptick according to the U.S.
Department of Commerce since February.  This improvement was
reflected in UR's operating results, as well as the results of
other large equipment rental companies.

Operationally, UR reported significant losses in 2002, 2003, and
is likely to report a large loss in 2004.  These losses were
triggered by large special expenses, principally goodwill
writedowns, debt refinancing costs, and business restructuring.
Absent these charges, UR remained modestly profitable with 2003
appearing to be the cyclical trough.  To management's credit, in
spite of the declines in gross domestic product for nonresidential
construction in 2002 and 2003, revenues remained fairly constant.

The improvement in UR's EBITDA, excluding special charges in 2004,
has had a favorable impact on the company's financial leverage
ratio, defined as total debt, including convertible securities,
divided by EBITDA.  This ratio has ranged between 3.10x and 4.10x
since 1999 and stood at 3.90x (annualized) at Sept. 30, 2004.
With UR's equipment reinvestment requirements, this level of
leverage is particularly high and a meaningful decline in the
near-term is not likely, although improvement in this metric is a
key focus for management over the intermediate term.  Fitch is
also cognizant of the impact the company's off-balance sheet
operating leases and adjustments for real estate rents have when
considering adjusted debt totals.

Based in Greenwich, Connecticut, UR is the largest equipment
rental company in North America as measured by equipment fleet,
revenue, and store locations.  For the nine-month period ended
Sept. 30, 2004, the company reported total revenue of $2.3 billion
and EBITDA excluding special charges of $604 million.


VIRGIN RIVER: S&P Rates New Secured Notes at B & Sub Notes as Junk
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to the
proposed $120 million senior secured notes due 2011 and its 'CCC+'
rating to the proposed senior subordinated discount notes due 2012
($40 million gross proceeds) to be issued jointly by affiliates
Virgin River Casino Corporation, RBG, LLC, and B&BB, Inc.

In addition, Standard & Poor's assigned its 'B' corporate credit
rating to CasaBlanca Resorts. The outlook is negative.  Pro forma
for the transaction, CasaBlanca Resorts will have $163 million in
total consolidated debt outstanding.

The ratings on CasaBlanca Resorts reflect its high debt leverage,
relatively small cash flow base, and reliance on a single market.
Located in Mesquite, Nevada, which is 80 miles north of Las Vegas
and situated at the intersection of Nevada, Arizona, and Utah,
CasaBlanca Resorts, is an owner and operator of three Mesquite
casinos, the CasaBlanca Hotel & Casino, the Oasis Hotel & Casino,
and the Virgin River Hotel & Casino.  In addition, the Company
also owns about 90 total acres of undeveloped land near its
properties and the Mesquite Star Hotel & Casino, which currently
is a non-operating casino and is used for special events and
overflow hotel traffic.  These casinos are visible from Highway
15, a major interstate extending from California to the Canadian
border in Montana, and are easily accessible.

"The negative outlook reflects CasaBlanca Resorts' high leverage,
pro forma for the transaction, and the expectation that credit
measures will remain high for the rating over the next couple of
years," said Standard & Poor's credit analyst Peggy Hwan.  Ratings
may be lowered if operating results are lower than anticipated,
resulting in weaker-than-expected credit measures over the
intermediate term.


VOEGELE MECHANICAL: Creditors Must File Proofs of Claim by Jan. 5
-----------------------------------------------------------------
The U.S Bankruptcy Court for the Eastern District of
Pennsylvania set January 5, 2004, as the deadline for all
creditors owed money by Voegele Mechanical, Inc., on account of
claims arising prior to August 3, 2004, to file their proofs of
claim.

Creditors must file their written proofs of claim on or before the
January 5 Claims Bar Date, and those forms must be delivered to:

          Clerk of the Bankruptcy Court
          Eastern District of Pennsylvania
          325 West F. Street
          San Diego, California 92101-6991

For a Governmental Unit, the Claims Bar Date is April 5, 2005.

Headquartered in Philadelphia, Pennsylvania, Voegele Mechanical,
Inc. -- http://www.voegele.net/-- is a heating, air conditioning,
refrigeration, plumbing and electrical contractor. The Company
filed for a chapter 11 protection on August 3, 2004 (Bankr. E.D.
Pa. Case No. 04-30628). Rhonda Payne Thomas, Esq., at Klett Rooney
Lieber and Schorling, represents the Debtor in its restructuring
efforts. When the Debtor filed for protection, it listed estimated
assets and debts at $10 million to $50 million.


VOEGELE MECHANICAL: Wants Exclusive Period Extended Until March 1
-----------------------------------------------------------------
Voegele Mechanical Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania for an extension, through and
including March 1, 2005, within which it alone can file a chapter
11 plan.  The Debtor also asks the Court for more time to solicit
acceptances of that plan from their creditors, until April 30,
2005.

This is the Debtor's second request for an extension of its
exclusive periods.

The Debtor gives the Court five reasons to extend its exclusive
periods:

   a) the Debtor's case is large and complex because of its
      intricate and delicate relationships with its employees and
      their labor unions, general contractors and suppliers;

   b) the Debtor has demonstrated good faith and progress toward
      its rehabilitation efforts since the Petition Date by
      stabilizing its business operations and dealing with
      numerous critical issues of its reorganization process;

   c) the Debtor has made substantial progress in formulating a
      consensual plan of reorganization by working closely with
      its major creditor constituencies;

   d) the Debtor is not using its motion to extend its exclusive
      periods to pressure the creditors to support a plan that is
      unacceptable to them; and

   e) the Debtor has taken many steps towards preserving the value
      of its assets for the benefit of the creditors by continuing
      to pay all undisputed administrative claims and postpetition
      payment obligations.

The Court will convene a hearing at 11:00 a.m., today, December 9,
2004, to consider the approval of the Debtor's request.

Headquartered in Philadelphia, Pennsylvania, Voegele Mechanical,
Inc. -- http://www.voegele.net/-- is a heating, air conditioning,
refrigeration, plumbing and electrical contractor. The Company
filed for a chapter 11 protection on August 3, 2004 (Bankr. E.D.
Pa. Case No. 04-30628). Rhonda Payne Thomas, Esq., at Klett Rooney
Lieber and Schorling, represents the Debtor in its restructuring
efforts. When the Debtor filed for protection, it listed estimated
assets and debts at $10 million to $50 million.


VWR INTERNATIONAL: Likely Debt Increase Prompts S&P to Pare Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on research laboratory products
distributor VWR International Corp. to 'B+' from 'BB-'.  The
company's subordinated debt rating fell to 'B-' from 'B'.  The
downgrade reflects the marked increase in debt the company will
incur as it pays a special dividend to parent holding company CDRV
Investors, Inc., who helped fund the company's acquisition from
German parent Merck KGaA earlier this year.

Standard & Poor's also assigned a 'B-' rating to $300 million in
proposed senior discount notes issued by CDRV Investors.  The
rating on the new notes, due Jan. 1, 2015, reflects their status
as holding company obligations, effectively subordinated to
borrowings at VWR.

The recovery rating of '3' on VWR's senior secured notes is
affirmed.  The outlook is stable.

The largely debt-financed purchase of VWR from Merck KGaA on
April 7, 2004, saddled VWR with an estimated $1.2 billion of
financial obligations, including capitalized operating leases.
With CDRV's issue of senior notes, VWR's total adjusted debt will
rise to $1.45 billion and total debt to EBITDA will exceed 7.0x.
Furthermore, funds from operations to total debt will only be in
the single digits for the next two years.  Still, Standard &
Poor's believes VWR can generate cash flows in excess of ongoing
needs and thus steadily reduce its debt. Rapidly implemented
operating and cash flow improvements enabled VWR to prepay $50
million of its bank debt after only three months and increased
cash balances to about $80 million as of Sept. 30, 2004.  Free
cash generation will likely fall, however, as some of the steps
the company has taken so far will only yield one-time benefits.

"The speculative-grade ratings reflect the heavy debt burden and
the evolving competitive risks in VWR's markets," said Standard &
Poor's credit analyst David Lugg.  "These risks largely offset the
benefits of VWR's well-established position in the stable and
attractive laboratory supply market."

West Chester, Pennsylvania-based VWR is the second-largest
distributor of products to the global research laboratory market.
It had operated as a subsidiary of 'BBB' rated Merck KGaA since
1999, building its position in the European market through a
series of acquisitions.

VWR plays a critical role in the efficient operation of the
laboratory supply market.  It enables some 5,000 suppliers to
reach 250,000 customers with more than 750,000 products.  The
company has expanded into several services that it provides
on-site, ranging from purchasing to internal product distribution
to individual laboratories.  The combination of the company's
scale and its long-term customer relationships poses very high
barriers to competitor entry into the market.  In addition, VWR
benefits in Europe from an exclusive distribution agreement with
Merck.

The laboratory distribution market, however, is undergoing a
competitive restructuring as one of its leading players, Fisher
Scientific International, Inc. (BBB-/Stable/--), aggressively
acquires suppliers in a vertical integration strategy.  This
approach is a departure from the view that distributors should
avoid any potential competition with suppliers.  If this strategy
were to prove successful, it could put VWR at a competitive
disadvantage in the long run.


WADDINGTON NORTH: S&P Revises Outlook on B Ratings to Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Waddington North America, Inc., to negative from stable,
reflecting the company's weaker-than-expected operating
performance primarily because of elevated raw-material costs
during the past six months.

Standard & Poor's notes that operating challenges have forestalled
expected improvement to the financial profile this year and have
raised some concerns regarding the company's near-term liquidity
position due to potential financial covenant requirements.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit and senior secured bank loan ratings on the company.
Waddington, based in Covington, Kentucky, had about $174 million
of debt outstanding at Sept. 30, 2004.

Waddington's efforts to raise prices this year have only partially
offset significantly higher polystyrene and polypropylene resin
costs, which have increased because of elevated crude oil and
natural gas costs.  The shortfall in results has been worsened by
lower than budgeted thermoformed product volumes and a sabotage-
related manufacturing disruption.

"Should operating profitability for the remainder of the fiscal
year fail to improve, Waddington may be challenged to remain in
compliance with the financial covenants in its bank credit
agreement, and will certainly have limited capacity to improve the
financial profile in line with earlier expectations," said
Standard & Poor's credit analyst Franco DiMartino.

Access to the credit facility is a key rating consideration in
light of the company's very small cash balance and considerable
debt service requirements.

The ratings on Waddington reflect a very limited scope of
operations as the leading manufacturer in the small, upscale
segment of the injection-molded food-service tableware industry,
vulnerability to fluctuating raw-material costs, and very
aggressive debt leverage.  However, the company's narrow business
focus is partially offset by a favorable product mix in the
domestic tableware segment, solid market positions in niche
markets, and well-diversified customer relationships.


WEIRTON STEEL: Judge Friend Allows Highmark Claim for $600,000
--------------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 16, 2004,
Highmark, Inc., filed Claim No. 483 as an unsecured priority
claim for $3,637,991, which represents Weirton's alleged
obligations to Highmark arising from Highmark's continued
administration of the healthcare programs.  Highmark is the
administrator of certain healthcare programs for Weirton's
benefit.

Highmark also asserted rights of setoff under Section 553 of the
Bankruptcy Code in:

    (i) a $1,092,500 prepetition claim reserve held by Highmark;

   (ii) a claim settlement due by Highmark to Weirton for
        $30,296; and

  (iii) a $110,000 audit adjustment due to Weirton.

Weirton and the Weirton Steel Corporation Liquidating Trustee
dispute the priority of Highmark's Claim.

To resolve their dispute, the Trustee and Highmark agree that:

    (a) Claim No. 483 will be fixed and allowed for $600,000 and
        will be paid as a Class 3 claim in accordance with the
        Confirmed Plan. Payment of Claim No. 483 will be made by
        the Trustee immediately;

    (b) Highmark will be allowed to exercise rights of offset with
        respect to the Setoff Claims; and

    (c) Highmark forever releases and discharges Weirton and the
        Weirton Trustee from any and all claims.

According to Mark E. Freedlander, Esq., at McGuireWoods, LLP, in
Pittsburgh, the settlement would avoid the costs, risks, delay
and uncertainty associated with the prosecution and defense of
the claims. In addition, the settlement will expedite the
distribution process, preserve the Trustee's assets and resources
and best serve the interests of Weirton's creditors.

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


WESTPOINT STEVENS: Wants to Hire Financial Balloting as Agent
-------------------------------------------------------------
As previously reported, the United States Bankruptcy Court for the
Southern District of New York approved WestPoint Stevens, Inc. and
its debtor-affiliates' application to retain Innisfree M&A
Incorporated as solicitation and tabulation agent.

However, on August 20, 2004, Jane Sullivan, a former Director of
Innisfree and the individual with primary responsibility of
handling the Debtors' solicitation and vote tabulation, along with
certain other professionals at Innisfree, left their employment at
Innisfree and formed Financial Balloting Group, LLC.

Accordingly, the Debtors seek the Court's authority to employ FBG,
who will replace Innisfree, as their solicitation and tabulation
agent for holders of public debt in connection with the Debtors'
Chapter 11 cases.

Pursuant to Rule 3017(e) of the Federal Rules of Bankruptcy
Procedure, the Court must consider the Debtors' procedures for
transmitting plans, disclosure statements, ballots, related
notices and other solicitation related materials to the beneficial
owners of the Debtors' securities.  The Debtors have these
outstanding securities:

       (a) the 7-7/8 % Senior Notes, due 2005,
       (b) the 7-7/8 % Senior Notes, due 2008, and
       (c) one issue of publicly traded common stock.

Documents and notices will need to be forwarded to holders of the
Debtors' securities in conjunction with the solicitation of
acceptances of a proposed Chapter 11 plan.  To ensure these
documents and notices are timely received by the appropriate
parties, the Debtors will require FBG's services to request
necessary information, coordinate mailings as efficiently and
accurately as possible, and ensure their completion and certify
that completion with the Court.

While most of the Debtors' issued and outstanding common stock is
publicly held, the Debtors are not aware of the number of
beneficial holders of the securities.  Many of these beneficial
holders hold the notes in "street name" through a bank, broker,
agent, proxy or other nominee.  Thus, the successful dissemination
of notices to the beneficial owners of the securities is complex,
and will require coordination with the Nominees, primarily to
ensure that these entities properly forward notices and other
material to their customers.  The Debtors believe that FBG is well
suited to assist them in this task and seek to retain them as
their solicitation and tabulation agent going forward.

FBG is a firm with significantly experienced employees in all
areas of bankruptcy balloting and related assignments, and with a
specialization in soliciting, tabulating, and noticing holders of
public debt and equity securities.

Ms. Sullivan, who would be the individual with the primary
responsibility of handling the Debtors' solicitation and vote
tabulation, has over 20 years of experience in public securities
solicitations and other transactions and has specialized in
bankruptcy solicitations since 1991.  Ms. Sullivan has worked on
over 90 bankruptcy solicitations.

As solicitation and tabulation agent, FBG will:

    i. provide advice to the Debtors and their counsel regarding
       all aspects of the plan vote, including timing issues,
       voting and tabulation procedures, and documents needed for
       the vote;

   ii. review the voting portions of the disclosure statement and
       ballots, particularly as they may relate to beneficial
       owners of securities held in street name;

  iii. work with the Debtors to request appropriate information
       from the trustees of the Debtors' bonds, the equity
       transfer agent(s) and The Depository Trust Company;

   iv. mail voting and non-voting documents to any registered
       record holders of bonds and stock;

    v. coordinate the distribution of voting documents to street
       name holders of securities by forwarding the appropriate
       documents to the banks and brokerage firms holding the
       securities, who in turn will forward to the beneficial
       owners;

   vi. distribute copies of the master ballots to the appropriate
       nominees so that firms may cast votes on behalf of
       beneficial owners;

  vii. prepare a certificate of service for filing with the court:

viii. handle requests for documents from parties in interest,
       including brokerage firm and bank back-offices and
       institutional holders;

   ix. respond to telephone inquiries from security holders and
       other parties regarding the disclosure statement and the
       voting procedures.  FBG will restrict its answers to the
       information contained in the plan documents.  FBG will seek
       assistance from the Debtors or their counsel on any
       questions that fall outside of the voting documents;

    x. make telephone calls, if requested to do so, to confirm
       receipt of the plan documents and respond to questions
       about the voting procedures;

   xi. receive, examine, and tabulate all ballots and master
       ballots received prior to the voting deadline in accordance
       with established procedures, and prepare a vote
       certification for filing with the Court; and

  xii. undertake other duties as may be agreed upon by the Debtors
       and FBG.

The Debtors will pay FBG under these terms:

   (i) A $15,000 project fee, plus $2,000 for each issue (i.e.,
       each cusip number or ISIN number) of public securities
       entitled to vote on the plan of reorganization, and $1,500
       for each issue of public securities not entitled to vote on
       the plan of reorganization but entitled to receive notice.
       This covers the coordination with all brokerage firms,
       banks, institutions and other interested parties, including
       the distribution of voting materials.  This assumes one
       distribution of materials, which will be directed to the
       firms' proxy departments, and no extensions of the voting
       deadline;

  (ii) For the mailing to registered holders of voting securities
       and other creditors, estimated labor charges of $1.75 to
       $2.25 per package, depending on the complexity of the
       mailing, subject to a $500 minimum.  The charge indicated
       assumes a package that would include the disclosure
       statement, a ballot, a return envelope and one other
       document.  It also assumes that a window envelope will be
       used for the mailing, and will therefore not require a
       matched mailing;

(iii) A $4,000 minimum charge to take up to 500 telephone calls
       from creditors and security holders within a 30-day
       solicitation period.  If more than 500 calls are received
       within the period, those additional calls will be charged
       at $8 per call.  Any calls to creditors or security holders
       will be charged at $8 per call.

  (iv) A charge of $100 per hour for the tabulation of ballots and
       master ballots, plus set up charges of $1,000 for each
       tabulation element.  Standard hourly rates will apply for
       any time spent by senior executives reviewing and
       certifying the tabulation and dealing with special issues
       that may develop.

   (v) Consulting hours will be billed at the then applicable
       hourly rates.  Consulting services by FBG would include:

       * the review and development of materials, including the
         disclosure statement, plan of reorganization, ballots,
         and master ballots;

       * participation in telephone conferences, strategy meetings
         or the development of strategy relative to the project;

       * efforts related to special balloting procedures,
         including issues that may arise during the balloting, or
         tabulation process;

       * computer programming or other project-related data
         processing services;

       * visits to cities outside of New York for client meetings
         or legal or other matters;

       * efforts related to the preparation of testimony and
         attendance at court hearings; and

       * the preparation of affidavits, certifications, fee
         applications, if required, invoices, and reports.

       Hourly Rates:

       Executive Director               $375
       Director                          325
       Senior Case Manager               275
       Case Manager                      200
       Programmer II                     195
       Programmer I                      165

  (vi) Notice mailings to registered holders of securities will be
       charged at $0.50 to $0.65 per holder, subject to a $250
       minimum.  This assumes that labels and electronic data
       for these holders would be provided by the trustee,
       transfer agent, or other party maintaining the records; and

(vii) FBG will charge a $5,000 fee for a notice mailing to the
       street name holders of debt securities and common stock.

Ms. Sullivan assures the Court that FBG is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

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)


WILLIAM CARTER: Moody's Says Rating Outlook is Positive
-------------------------------------------------------
Moody's Investors Service affirmed The William Carter Company's
ratings, but revised the outlook to positive from stable.

The outlook for these ratings was revised to positive:

   * Senior Implied of B1,
   * Issuer Rating of B2,
   * $80 million senior secured revolving credit due 2006 of Ba3,
   * $91.6 million senior secured term loan due 2008 of Ba3,
   * $113.2 million 10-7/8 % senior subordinated notes due 2011 of
     B3.

The outlook revision recognizes the company's improved business
environment and better credit metrics stemming primarily from its
diversification into mass channel distribution, improved sourcing,
and new retail store openings.  The improvements are evidenced by
growing sales, increasing operating margin, declining leverage,
and improving retained cash flow and interest coverage.  The
company's strong earnings and the retention of those earnings have
led to a strengthened balance sheet.

Sales have grown to $776 million for the LTM ended Oct. 2, 2004,
from $704 million in fiscal year 2003 and $580 million in 2002 and
the company's operating margin grew to 10.5% for the LTM ended
Oct. 2 from 9.6% in 2003.  Additionally, for the same LTM period,
adjusted debt (funded debt plus 8 times rent) / EBITDAR has
dropped to 3X, retained cash flow / adjusted debt was up to 18.7%,
and EBIT / Interest was 4.1X. As of Oct. 2, debt / total capital
had declined to 40.8%

Ratings are supported by Carter's dominant market shares, the
rising projected birth rate, the growing disposable income of new
parents, and the low fashion and market risks inherent in the baby
and young children's clothing business.

At the same time, ratings are constrained by the risks related to
the introduction of the new "Just One Year" brand and by the high
investment in working capital made by the company to support this
new product launch and to attempt to avoid the recurrence of
sellouts in other brands.  The large inventory and receivables
buildup over the 2nd and 3rd quarters of 2004 have caused negative
cash flow from operations for those periods.  CFO / Debt for the
LTM ended Oct. 2 dropped to 4.6% from 10.3% in fiscal '03.

Positive rating action could result to the extent the noted
positive momentum continues, which may arise from the success of
the new brand launch, and the maintenance of the company's strong
market position.  Moody's also expects that the buildup in
inventory will not continue and the management of its overall
working capital will not be a significant cash drain.

The William Carter Company, based in Atlanta, Georgia, is a
leading domestic marketer of branded baby, toddler and young
children's apparel.  The company designs, manufactures, and
sources its products.  It distributes these products through
department and mass channel stores, well as through its 177 retail
outlet stores.  For fiscal year 2003 the company reported net
sales of approximately $704 million.


WINDSWEPT ENVIRONMENTAL: Stockholders Re-Elect Board of Directors
-----------------------------------------------------------------
Windswept Environmental Group, Inc. (OTC Bulletin Board: WEGI)
reported that at the Company's Annual Meeting of Stockholders,
held Dec. 6, the Company's stockholders re-elected all eight of
the Company's directors.

Windswept Environmental Group, Inc., through its wholly owned
subsidiary, Trade-Winds Environmental Restoration, Inc., provides
a full array of emergency response, remediation and disaster
restoration services to a broad range of clients. The Company's
web address is http://www.tradewindsenvironmental.com/

At Sept. 28, 2004, Windswept Environmental's balance sheet showed
a $1,136,000 stockholders' deficit, compared to a $787,955 deficit
at June 29, 2004.


WYNN RESORTS: Deutsche Bank Exercises Over-Allotment Option
-----------------------------------------------------------
Wynn Resorts, Limited (Nasdaq:WYNN) reported that Deutsche Bank
Securities Inc., the underwriter of its previously announced
offering of common stock which closed on Nov. 15, 2004, has
exercised in full its option to purchase an additional 1,125,000
shares of Wynn Resorts common stock to cover over-allotments.  The
net proceeds of the sale will be approximately $68 million.  The
sale, which is being made pursuant to Wynn Resorts' existing shelf
registration statement previously filed with, and declared
effective by, the Securities and Exchange Commission, is expected
to close on Friday, Dec. 10, 2004, and is subject to customary
conditions.

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 supplement relating
to the offering may be obtained from:

         Deutsche Bank Securities Inc.
         Attn: Syndicate
         60 Wall Street, 4th Floor
         New York, New York 10005

This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, 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.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 23, 2004,
Moody's Investors Service assigned a B2 rating to Wynn Las Vegas,
LLC's $1.1 billion proposed senior secured bank credit facility
and $1.1 billion first mortgage notes due 2014. The proposed bank
facility is comprised of a $1.0 billion 5-year revolver and a $100
million 7-year term loan. Wynn's existing B2 senior implied
rating, B2 secured bank facility rating, B3 second mortgage note
rating, and Caa1 long-term senior unsecured issuer rating were
affirmed.

Proceeds from the first mortgage notes, along with a $400 million
equity contribution from Wynn Resorts, Limited, the parent company
of Wynn Las Vegas, LLC, will be used to:

   (1) refinance Wynn's:

      (a) $472 million outstanding bank debt,
      (b) $248 million second mortgage notes,
      (c) $198.5 million furniture, fixture & equipment loan, and

   (2) contribute about $500 million of cash to Wynn's balance
       sheet.

                          *********

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

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

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

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

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

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

                          *********

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

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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