TCR_Public/041213.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Monday, December 13, 2004, Vol. 8, No. 274

                          Headlines

ABC GROUP INC: Case Summary & 11 Largest Unsecured Creditors
AFM HOSPITALITY: OSC Revokes Temporary Cease Trade Order
ALLIANCE IMAGING: Prices New $150 Million 7-1/4% Senior Sub. Notes
ALLIANCE IMAGING: Moody's Puts B1 Rating on $480M Sr. Sec. Debts
ALLIANCE LAUNDRY: Moody's Revises Outlook on Ratings to Developing

AMERICAN SKIING: Posts 6% Increase in First Quarter Revenues
ASSET SECURITIZATION: S&P Junks Class B-4 Ratings
ASSOCIATED MATERIALS: Moody's Junks $165M Sr. Subordinated Notes
ATA HOLDINGS: America West Won't Push Through with Asset Bid
ATA AIRLINES: Proposes to File Sec. 1110 Stipulations Under Seal

ATLAS AIR: Says October Traffic Down 1.4% Year-Over-Year
ATHLETE'S FOOT: Files for Chapter 11 Protection in S.D. New York
ATHLETE'S FOOT: Case Summary & 24 Largest Unsecured Creditors
BALLY TOTAL: S&P Raised Corporate Credit Ratings to B- From CCC+
BANC OF AMERICA: Fitch Assigns Low-B Ratings on 18 Mortgage Certs.

BLOUNT INC: S&P Withdraws B- Senior Secured Rating
CAPSTEAD MORTGAGE: Fitch Assigns 'BB' Rating on Class IIIB-5
CATHOLIC CHURCH: Spokane Creditors Meet on Jan. 5
CATHOLIC CHURCH: Tucson Gets Protocol for Filing Claims Under Seal
CHURCH & DWIGHT: S&P Puts B+ Rating on $175 Million Sr. Sub. Notes

CITATION CAMDEN CASTINGS: Voluntary Chapter 11 Case Summary
CITATION CORP: Has Until Jan. 12 to Make Lease-Related Decisions
CLARK GROUP: Court Confirms Debtors' Prepackaged Chapter 11 Plan
CLARK GROUP: Has Until Jan. 1 to Make Lease-Related Decisions
CLEARLY CANADIAN: Placing 1.5 Million Shares in Private Offering

CONCERT INDUSTRIES: 97% of Creditors Approve Plan of Arrangement
COPPOLA N.Y.C. INC: Case Summary & 18 Largest Unsecured Creditors
COX ENTERPRISES: S&P Lowered Senior Debt Rating to BB+ From BBB
CYBERCO HOLDINGS: Involuntary Chapter 7 Case Summary
DANA CORPORATION: Prices Tender Offer for Three Note Issues

DRESSER INC: Amends Registration Statement for IPO
DICK'S SPORTING: Soliciting Consents to Amend Sr. Note Indenture
DOUGLAS DYNAMICS: Moody's Places Low-B Ratings on New $200M Debts
D.R. HORTON: Moody's Puts Ba1 Rating on $300 Million Senior Notes
EL-BETHEL MISSIONARY: Voluntary Chapter 11 Case Summary

ENRON CORP: Judge Gonzales Approves Bracewell Settlement Agreement
EVERGREEN INVESTMENTS: Trustees Approve Fund Merger Transactions
FINANCIAL ASSET: Fitch Junks Class B4 of Series 1997-NAMC1 Cert.
FOSTER WHEELER: Converts 349 Million Convertible Preferred Shares
FUND OF FUNDS: Final Deadline to File Claims is February 14, 2005

GENERAL MEDIA: Seneca Thrilled with Successful Chapter 11 Outcome
GITTO GLOBAL: Jager Smith Approved as Committee's Counsel
GOLD KIST INC: S&P Raises Corporate Credit Rating to B+ from B
HAYNES: Moody's Withdraws Junk Ratings After Bankruptcy Emergence
INTERLINE: Moody's Ups Ratings After Balance Sheet Restructuring

IWO ESCROW: Moody's Junks Senior Secured & Discount Notes
JACUZZI BRANDS: Earns $5.5 Million of Net Income in Fourth Quarter
KAISER ALUMINUM: Disclosure Statement Hearing Slated for Dec. 20
KB HOME: Moody's Assigns Ba1 Rating to $300 Million Senior Notes
KEY ENERGY: To Seek Additional Waivers for Late SEC Filings

KMART CORP: R & F Presses for Payment of $2,000,000 Lease Claim
KRONOS INTERNATIONAL: Moody's Affirms Low-B Ratings
LEHMAN BROTHERS: S&P Junks Six Mortgage Securitization Classes
MARINER HEALTH: Will Modify Injunction for Four ADR Claims
METROMEDIA INT'L: Files Quarterly Report & Cures Reporting Default

MIRANT CORP: Pepco Demands Payment for Contractual Obligations
NAVISTAR INTL: Expects 4th Quarter Profits to Be Highest Ever
NORTH ATLANTIC: Moody's Revises Outlook on Ratings to Negative
NRG ENERGY: S&P Puts BB Rating on $950 Million Debts
OMNI FACILITY: Needs Until Mar. 31 to Make Lease-Related Decisions

OXFORD AUTOMOTIVE INC: List of 50 Largest Unsecured Creditors
OXFORD AUTOMOTIVE: Moody's Removes Ratings After Bankruptcy Filing
PACIFIC BAY: Fitch Affirms $17 Mill. of Preference Shares at 'BB-'
PATHMARK STORES: Moody's Junks $350M Senior Subordinated Notes
P.H. GLATFELTER: Moody's Pares Debt Rating to Ba1 from Baa2

PITTSBURGH CITY: Moody's Lifts Rating to Ba1 & May Upgrade Further
QUIGLEY COMPANY: Wants Exclusive Period Stretched to May 3
RESTORATION REVIVAL: Case Summary & Largest Unsecured Creditor
SACRAMENTO-YOLO: Moody's Slices Rating on $10.9 Mil. Bonds to B2
SEQUOIA MORTGAGE: Fitch Puts Low-B Ratings on 12 Mortgage Issues

SCIENTIFIC GAMES: Gets Requisite Consents to Amend Indenture
SOLA INTERNATIONAL: Moody's Reviewing Low-B Ratings
STELCO: 14th Monitor's Report Outlines Creditors' Claims Protocol
STELCO: Welcomes SC Decision Denying USWA Locals Leave to Appeal
STRUCTURED ASSET: Fitch Upgrades Class B-5 Series 1998-6 to 'BBB+'

SWIFT & COMPANY: S&P Affirms BB- Corporate Credit Rating
TACTICA INT'L: Closes on $300,000 Financing from Senior Management
THERMADYNE HOLDINGS: S&P Affirms B- Subordinated Debt Rating
VENOCO INC: Moody's Junks Proposed $150M Senior Unsecured Notes
WASHINGTON MUTUAL: Fitch Assigns Low-B Ratings on 25 Certificates

WESCO DISTRIBUTION: S&P Puts B+ Corp. Rating on CreditWatch Pos.
WESTPOINT STEVENS: Enters Luxury Bed & Bath Market with Charisma
XLO GROUP: Resilience Capital Completes Private Acquisition
ZAXIS INTERNATIONAL: Trustee Sells Corporate Shell for $35,000

* BOND PRICING: For the week of December 13 - December 17, 2004

                          *********

ABC GROUP INC: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: ABC Group, Inc.
        dba Come N' Go
        1401 Cooks Lane
        Fort Worth, Texas 76120-4203

Bankruptcy Case No.: 04-91832

Chapter 11 Petition Date: December 6, 2004

Court: Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Larry K. Hercules, Esq.
                  Larry K. Hercules, P.C.
                  1400 Preston Road, Suite 280
                  Plano, Texas 75093
                  Tel: (972) 964-9757

Total Assets: $1,750,100

Total Debts:  $1,827,628

Debtor's 11 Largest Unsecured Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Betsy Price, Tax Assessor     Trade debt                 $38,500
PO Box 961018
Fort Worth, Texas 76161-0018

Internal Revenue Service      Trade debt                 $35,000
Attn: Bankruptcy Section
1100 Commerce, MC 5020 DAL
Dallas, Texas 75242

First Data Corporation        Trade debt                 $32,000
Integrated Payment Systems
12500 E. Biford Avenue #M13-M
Englewood, Colorado 80112

Tetco                         Trade debt                 $16,000

Tara Energy                   Trade debt                  $9,000

Cash Technologies             Trade debt                  $9,000

Texas Comptroller of          Trade debt                  $8,000
Public Accounts

Dr. Ruth E. Haynes, P.C.                                  $2,200

Acuff & Gamboa, LLP                                       $1,055

Internal Revenue Service      Trade debt                  $1,000

Texas Workforce Commission    Trade debt                    $300


AFM HOSPITALITY: OSC Revokes Temporary Cease Trade Order
--------------------------------------------------------
AFM Hospitality Corporation (TSX:AFM) reported that the cease
trade order in the Province of Ontario has been revoked effective
Dec. 7, 2004.  AFM is actively working towards having the cease
trade orders in other provinces revoked within the next few weeks,
if not sooner.  Previously, AFM said it did not file its annual
2003 and interim 2004 statements by the appropriate deadlines;
and, as a result, the relevant securities commissions imposed
Issuer Cease Trade Orders.

Lawrence P. Horwitz, Chairman and CEO, commented "We are very
pleased that the Ontario Securities Commission has revoked its
temporary Cease Trade Order.  We have a number of growth
initiatives planned that require AFM's ability to issue
securities.  We are pleased with restructuring actions we
implemented in 2003, the focus on our core strengths and
businesses as seen in the very positive results to date in 2004,
and with the continued commitment of our customers, our employees,
our vendors, and our Board to the continued growth of AFM in
2004."

               About AFM Hospitality Corporation

AFM Hospitality Corporation operates or has open and/or executed
franchise and management agreements with 300 hotels, restaurants
and other nationally franchised service businesses throughout
North America.  The company's focus is to increase the number of
hotels franchised by the respective brands, franchise new brands,
build the portfolio of hotel management agreements, provide
valuable resources and hospitality experience to help hotel owners
grow their business, and to acquire other hospitality and travel
businesses.  AFM Hospitality Corporation is a publicly traded
company listed on the Toronto Stock Exchange (TSX: AFM) and may be
reached at http://www.afmcorp.com/

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2004, AFM
Hospitality Corporation released its consolidated financial
statements along with its Management Discussion and Analysis for
2003.

Previously, AFM did not file its annual statements by the
appropriate deadlines; and, as a result, the relevant securities
commissions imposed Issuer Cease Trade Orders.  With the release
of 2003 financial statements and its interim statements for 2004,
AFM Hospitality intends to satisfy the provisions of the
securities commissions and cure its default of the financial
statement reporting requirement.  With the change of CFO's during
2004 and the departure of an interim CFO, AFM's management and its
board of directors, believed that it was prudent to invest
additional time to review AFM's books, records, and related
disclosures in accordance with company guidelines and the new
disclosure standards as AFM completed several complex transactions
during 2003.  While reporting a sizeable loss for 2003, AFM is
pleased that it received a clean opinion letter from its outside
auditors and it has not been necessary to report any restatement
of any periods prior to 2003.  Additionally, AFM expects to report
a significant turn around for 2004 compared to 2003.


ALLIANCE IMAGING: Prices New $150 Million 7-1/4% Senior Sub. Notes
------------------------------------------------------------------
Alliance Imaging, Inc. (NYSE:AIQ), a leading national provider of
outsourced diagnostic imaging services, has agreed to sell
$150 million in aggregate principal amount of its 7-1/4% Senior
Subordinated Notes due 2012 in a private offering.

Alliance Imaging intends to use net proceeds of the offering,
together with expected proceeds of approximately $410 million from
new term loans pursuant to a proposed refinancing of the Tranche C
term loans under its credit agreement and cash on hand, to fund:

     (i) the purchase by Alliance Imaging of all of its
         outstanding 10-3/8% Senior Subordinated Notes due 2011
         pursuant to a tender offer and consent solicitation
         commenced on Nov. 30, 2004;

    (ii) the consummation of the refinancing of $256 million of
         term loans under its credit agreement, and

   (iii) the payment of the fees and expenses related to the
         issuance of the new notes, the incurrence of the new term
         loans, the credit agreement refinancing, and the tender
         offer and consent solicitation.

The closing of the notes offering is conditioned on the concurrent
closing of these transactions.  The transactions are expected to
close on or about Dec. 29, 2004.

The new notes have not been registered under the Securities Act of
1933, as amended, or applicable state securities laws, and will be
offered only to qualified institutional buyers in reliance on Rule
144A and in offshore transactions pursuant to Regulation S under
the Securities Act.  Unless so registered, the new notes may not
be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act
and applicable state securities laws.

                        About the Company

Alliance Imaging, Inc., is a leading nationwide provider of
diagnostic imaging and therapeutic systems and related technical
support services, as well as management and information services
to hospitals and other health care providers.  The company is one
of the largest provider of magnetic resonance imaging and computer
tomography services in the United States.  The services are
provided both on mobile as well as full-time basis to single
customers.  During 1998, the company acquired Mobile Technology,
Inc., a provider of mobile MRI services, Medical Diagnostics, Inc.
and all the outstanding shares of CuraCare, Inc.  In May 1999, the
company acquired all the outstanding shares of Three Rivers
Holding Corp.

At Sept. 30, 2004, Alliance Imaging's balance sheet showed a
$45,153,000 stockholders' deficit, compared to a $70,798,000
deficit at Dec. 31, 2003.


ALLIANCE IMAGING: Moody's Puts B1 Rating on $480M Sr. Sec. Debts
----------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 to Alliance
Imaging, Inc.'s $410 million senior secured term loan and
$70 million senior secured revolving credit facility.  Moody's
also assigned a B3 rating to Alliance's $150 million senior
subordinated debt offering.  The proceeds of the transaction,
along with cash, will be used to repay the company's existing
$256 million term loan and redeem the company's existing
$260 million 10.375% senior subordinated notes.

Ratings Assigned:

   * $410 million senior secured term loan due 2011, rated B1
   * $70 million senior secured revolver due 2010, rated B1
   * $150 million senior subordinated notes due 2012, rated B3

Ratings Affirmed:

   * $24.9 million senior secured term loan (amortized from
     $140 million) due 2006, rated B1

   * B1 senior implied rating

   * B2 senior unsecured issuer rating

Ratings Withdrawn (upon completion of the refinancing):

   * $150 million senior secured revolver due 2006, rated B1

   * $150 million senior secured term loan due 2007, rated B1

   * $185 million senior secured term loan due 2008, rated B1

   * $260 million 10.375% senior subordinated notes due 2011,
     rated B3

The outlook is stable.

The ratings reflect:

   (1) the company's significant capital expenditures, which
       pressure free cash flow;

   (2) the potential for industry price and reimbursement
       challenges in the face of significantly expanding
       utilization;

   (3) the recently enacted reductions in reimbursement for PET
       procedures, the company's new area of growth;

   (4) significant industry competition from national imaging
       companies and local physician groups; and

   (5) a glut of imaging equipment in the market, potentially
       limiting asset values.

The ratings also reflect:

   (1) the company's track record of debt reduction, and
       commitment to further debt reduction;

   (2) good cash flows characterized by strong margins;

   (3) improved cash flow as a result of interest savings from
       debt refinancing;

   (4) extension of debt maturities from new bank facilities and
       subordinated notes;

   (5) good liquidity, with $32.9 million in cash and access to a
       $70 million revolving credit facility following the
       transaction; and

   (6) a stable management team following the change of Chief
       Executive Officer and Chief Financial Officer.

The stable outlook assumes Moody's belief that the company will
continue to use its free cash flow, projected by Moody's to be
approximately $50 million per year, to reduce debt.  The stable
outlook assumes slightly declining pricing for MRI services and no
further reimbursement reductions for PET procedures in the near
term.  Further, Moody's assumes the company will complete no
acquisitions in the near to intermediate term.

Moody's would look to upgrade the ratings if Alliance were to
sustain free cash flow coverage of debt in the 10-15% range and
the company demonstrated material debt reduction.  If pressure on
pricing or reimbursement results in cash flow shortages and
pressure on cash flow coverage of debt or margins, or if the
company engaged in acquisitions in the near to immediate term,
Moody's would see downward momentum on the ratings.

Pro forma for the refinancing for the twelve-month period ended
September 30, 2004, the company would have had cash flow coverage
of debt that is moderate to strong for the B1 category.  Adjusted
cash flow from operations to adjusted debt would have been 23% and
adjusted free cash flow to adjusted debt would have been 9%.   
Interest coverage of debt, defined as EBIT to interest, would have
been 2.6 times.  Leverage would have been moderate to high at 3.7
times adjusted debt to EBITDAR.  Moody's believes that the use of
EBITDA and related EBITDA ratios as a single measure of cash flow
without consideration of other factors can be misleading.

The new senior secured credit facilities are rated at the senior
implied level to reflect the fact that the term loans represent
approximately 73% of the pro forma debt capital structure.  The
new senior subordinated bonds are not guaranteed, but the relative
weight of the bonds in the debt capital structure (approximately
25%) and the enterprise valuation offset the lack of guarantees
from a notching standpoint; therefore, the bonds are rated two
notches below the senior implied rating.  These ratings are
subject to Moody's final review of documentation for the
transaction.

Alliance Imaging, Inc., is a national provider of diagnostic
imaging services primarily to hospitals and other healthcare
providers on a shared and full-time service basis, in addition to
operating a number of free standing imaging centers.  For the nine
months ended September 30, 2004, the company reported revenues of
$314 million.


ALLIANCE LAUNDRY: Moody's Revises Outlook on Ratings to Developing
------------------------------------------------------------------
Moody's Investors Service changed Alliance Laundry Holdings Inc.'s
(B2 senior implied rating) outlook to developing.  The outlook
revision follows Alliance's announcement that it has signed a
definitive agreement for its sale to an entity established by
Teachers' Private Capital, the private equity arm of the Ontario
Teachers' Pension Plan, for $450 million (implying an LTM EBITDA
multiple of approximately 7.9 times).  Alliance is being sold by
Bain Capital and minority shareholders in the company.  The
transaction is expected to close February 2005.

   -- Alliance Laundry Holdings Inc.

      * Senior Implied - B2
      * Senior Unsecured Issuer Rating - B3

   -- Alliance Laundry Systems LLC:

      * $110 million senior subordinated notes, due 2008 - B3
      * $45 million senior secured revolver, due 2007 - B1
      * $136 million senior secured term loan, due 2007 - B1

Ratings withdrawn:

      * $152 million guaranteed senior subordinated notes, due
        2019 - Caa1

      * $50 million guaranteed senior secured revolver, due 2009
        - B2

      * $110 million guaranteed senior secured term loan, due 2009
        - B2

Alliance also announced that it withdrew its registration
statement for the initial public offering of income deposit
securities -- IDS.  In response, Moody's withdrew the proposed
ratings for the senior subordinated notes portion of the IDS as
well as the proposed credit facility, which was supposed to be
issued in conjunction with the IDS securities.

The ratings outlook will remain developing pending discussions
with management and clarification of the new capital structure.  
In May 2004, Moody's downgraded Alliance's senior implied rating
to B2 from B1, reflecting the concern that the issuance of IDS
securities would elevate Alliance's risk profile.  Therefore, the
implementation of a more conservative capital structure could
apply positive pressure to the ratings.

Alliance Laundry Holdings, Inc., located in Ripon, Wisconsin,
designs and produces a full line of commercial laundry equipment
in North America and worldwide.  The company's revenues for the
four quarters ended September 30, 2004, were $274 million.


AMERICAN SKIING: Posts 6% Increase in First Quarter Revenues
------------------------------------------------------------
American Skiing Company (OTC: AESK) reported financial results for
the first quarter of fiscal 2005 reflecting a 6% increase in total
revenues and a $3.5 million reduction in net loss compared to the
same period in fiscal 2004.  The Company also reported
significantly higher season pass sales than at the same time in
fiscal 2004.  This increase has been driven primarily by the
successful introduction of the All For One multi-resort pass in
the eastern market.

"While it is quite early in the season, we are benefiting from our
recent pre-ski season initiatives.  The introduction of our All
For One pass has contributed to a great start to the season for
the Company, locking in early season revenues in the East.  In the
West, abundant early season snowfall and cool winter temperatures
for snowmaking have created fantastic skiing and riding conditions
at both The Canyons and Steamboat," said CFO Betsy Wallace.  "In
addition, the recently completed refinancing of the Company's
senior resort credit facility and its senior subordinated debt has
provided us with the tools necessary to continue improvements at
our resorts to the benefit of our guests.  We remain cautiously
optimistic about the ski season months to come, given our
successes with season pass sales and continuing improvements at
the Company."

Fiscal 2004 First Quarter Results

On a GAAP basis, net loss available to common shareholders for the
first quarter of fiscal 2005 was $37.7 million, or $1.19 per basic
and diluted common share, compared with a net loss available to
common shareholders of $41.3 million, or $1.30 per basic and
diluted common share for the first quarter of fiscal 2004.  Total
consolidated revenue was $19.5 million for the first quarter of
fiscal 2005, compared with $18.5 million for the first quarter of
fiscal 2004.  Revenue from resort operations was $17.8 million for
the quarter compared with $16.1 million for the first quarter of
fiscal 2004.  The increase in resort revenues reflects the
improvement in conference business and increased lodging revenues
at Steamboat and The Canyons.  Revenue from real estate operations
was $1.7 million for the quarter versus $2.3 million for the
comparable period in fiscal 2004.  The decrease in real estate
revenue resulted from a reduction of inventory at The Canyons and
reduced sales at Steamboat versus the comparable period in fiscal
2004.

The loss from resort operations was $37.1 million for the first
fiscal quarter of 2005 versus a loss of $35.9 million for the
first quarter of fiscal 2004.  The wider loss was associated with
a $1.5 million increase in resort interest expense, $1.1 million
in increased expenses associated with increased lodging volume,
and a $0.5 million increase in marketing, general and
administrative expenses associated with the All-East pass, offset
by increases in resort revenues mentioned earlier and a $0.1
million reduction in restructuring charges.  The loss from real
estate operations was $0.6 million for the first fiscal quarter of
2005, compared with a loss of $5.4 million for the first quarter
of fiscal 2004.  The decrease in the loss was largely a result of
the restructuring of the real estate credit facility in May 2004.

                        About the Company

Headquartered in Park City, Utah, American Skiing Company --
http://www.peaks.com/-- is one of the largest operators of alpine  
ski, snowboard and golf resorts in the United States. Its resorts
include Killington and Mount Snow in Vermont; Sunday River and
Sugarloaf/USA in Maine; Attitash Bear Peak in New Hampshire;
Steamboat in Colorado; and The Canyons in Utah.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 07, 2004,
Standard & Poor's Ratings Services withdrew its ratings including
the 'CCC' corporate credit rating on American Skiing Co. following
the completion of the company's refinancing, which replaces its
existing resort credit facility and its 12% senior subordinated
notes with a new $230 million senior secured credit facility.  The
new facility consists of a $125 million first lien loan (including
a $40 million revolving credit line) due November 2010 and a
$105 million second lien term loan due 2011.  The company also
exchanged its 10.5% repriced convertible exchangeable preferred
stock for junior subordinated debt due 2012, and it extended the
maturity of its existing $18 million in junior subordinated notes
to 2012.


ASSET SECURITIZATION: S&P Junks Class B-4 Ratings
-------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
A-6, A-8, B-1, B-2, and B-3 of Asset Securitization Corporation's
commercial mortgage pass-through certificates series 1997-D4.  At
the same time, all other 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 107
commercial mortgages with an outstanding balance of $1.085
billion, down 22.7% since issuance.  There have been eight
realized losses totaling $8.9 million (0.64% of initial pool
balance) to date.  The master servicer, GMAC Commercial Mortgage
Corp. (GMACCM), reported partial or full year 2003 net cash flow
(NCF) debt service coverage ratios (DSCR) for 71.7% of the pool.
Twelve loans totaling $185.5 million, or 17.1% of the pool, have
been defeased.  Based on this information and excluding
defeasance, Standard & Poor's calculated a pool DSCR of 1.55x, up
from 1.42x at issuance.

The current weighted average DSCR for the top 10 loans, which
comprise 38.4% of the pool, improved to 1.52x from 1.34x at
issuance.  However, this calculation excludes the 10th largest
asset, Prime Retail Portfolio II, which is REO.  The largest loan
in the pool, the Saracen portfolio, is current but specially
serviced.  The remaining top 10 assets have flat to improved DSCR
performance since issuance.

There are eight loans with a current combined balance of $143.7
million, or 13.2% of the pool, that are specially serviced by
GMACCM.  Two of these loans are current, five are delinquent, and
one is REO.  Significant loans are discussed below:

   -- The Saracen portfolio has a current balance of
      $63.9 million, or 5.9% of the pool.  The loan is current.
      It is secured by six office properties located near Boston,
      Massachusetts.  The loan has been assumed and the new
      borrowing entity has provided a full guaranty up to
      $23 million.  The loan is expected to be returned to the
      master servicer by year-end.

   -- The Prime Retail II loan has a current balance of
      $23.9 million (1.97%), a total exposure of $26.15 million,
      and is secured by three factory outlet centers located in
      Coeur D'Alene, Idaho (61% occupied), Bend, Oregon (76%
      occupied), and Sedona, Arizona (90% occupied).  The loan is
      REO.  The Sedona property has been sold and the proceeds
      should be reflected in the next remittance report.  The
      remaining two properties are expected to be disposed of in
      the first quarter of 2005.  A loss is expected upon final
      disposition.

   -- The Century Square Mall loan has a balance of $19.8 million,
      is secured by a 415,713 square-foot retail shopping center
      built in 1991, and is located in West Mifflin, Pennsylvania
      (about nine miles southeast of Pittsburgh).  It is 90-plus
      days delinquent.  Several tenants have gone bankrupt and
      either left the center or negotiated lower rents.  The
      latest servicer-reported DSCR was 0.68x for the trailing
      12 months (TTM) as of March 31, 2004, and occupancy has
      increased to 91%.  A loss is expected upon disposition.

   -- Three delinquent lodging loans (unrelated).  

      * Holiday Inn - Gretna, $9.7 million (0.90%), is a full-
        service 308-room hotel near New Orleans, Louisiana.  The
        borrower requested relief and is 90-plus days delinquent.
        The property is performing at a DSCR of 1.03x as of
        June 30, 2003 with 55% occupancy.  

      * Radisson Hotel - Columbus, $8.4 million (0.77%), is a
        full-service 268-room hotel in Columbus, Ohio that is now
        a Ramada.  The hotel is operating at a loss and a recent
        appraisal valued the property at $6.0 million.  A loss is
        expected upon disposition.  

      * Clarion Suites Inn, $4.2 million (0.39%), is a 104-unit
        extended-stay lodging property in Manchester, Connecticut,
        near Hartford.  It is 60-plus days delinquent.

The servicer's watchlist includes 14 loans totaling $61.7 million
(5.7% of the pool).  The loans on the watchlist appear due to low
occupancies, DSCR, or upcoming lease expirations, and were
stressed accordingly by Standard & Poor's.

The pool has significant geographic concentrations in:

   -- California (18.4%),
   -- Massachusetts (13.1%),
   -- New York (8.2%),
   -- New Jersey (7.3%),
   -- Colorado (5.7%),
   -- Indiana (5.4%), and
   -- Florida (5.3%).

Significant collateral type concentrations include:

   -- retail (33.9%),
   -- office (27.7%),
   -- multifamily (14%),
   -- lodging (11%), and
   -- industrial (5.7%).

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 raised and affirmed ratings.

                         Ratings Raised
   
                Asset Securitization Corporation
    Commercial mortgage pass-thru certificates series 1997-D4
   
                     Rating
                     ------
          Class    To        From    Credit Enhancement
          -----    --        ----    ------------------
          A-6      AA+       BBB                 17.27%
          A-8      A         BBB-                13.39%
          B-1      BBB+      BB+                 10.16%
          B-2      BB+       BB-                  6.93%
          B-3      BB-       B+                   5.64%

                        Ratings Affirmed
   
                Asset Securitization Corporation
    Commercial mortgage pass-thru certificates series 1997-D4
   
            Class     Rating      Credit Enhancement
            -----     ------      ------------------
            A-1D      AAA                     40.54%
            B-4       CCC                      3.70%


ASSOCIATED MATERIALS: Moody's Junks $165M Sr. Subordinated Notes
----------------------------------------------------------------
Moody's has downgraded and assigned these ratings at Associated
Materials Incorporated:

   * $80 million secured revolver (upsized by $10 million) due
     2009, assigned at B2;

   * $175 million secured term loan B (upsized by $42 million) due
     2010, assigned at B2;

   * $165 million senior subordinated notes due 2012, downgraded
     to Caa1 from B3.

Moody's has withdrawn these ratings at Associated Materials
Incorporated:

   * Senior Implied rated B1;
   * Issuer rating rated B2.

Moody's has downgraded and assigned these ratings at AMH Holdings,
Inc:

   * $446 million ($283 million estimated accreted value at year
     end 2004) senior discount notes due 2014 downgraded to Caa2
     from Caa1;

   * Senior Implied assigned at B2;

   * Issuer rating assigned at Caa2.

The company's decision to take on additional debt primarily to pay
a $118 million dividend weakens the company's credit quality and
has contributed to a change in the enterprise's senior implied
rating to B2 from B1.  The operating company, Associated Materials
Incorporated, and a holding company, AMH II, Inc., are both taking
on new debt to effect the dividend.  Moody's notes that this is
the second increase in leverage in 2004 that is primarily for
non-operational purposes and that the increased leverage taken on
in February 2004, had already significantly weakened the rating
profile.  The rating was maintained at that time because of the
expectation that the company would pursue a sustained strategy of
deleveraging.  The ratings consider the company's demonstrated
ability to generate cash flow and consider the debt restrictions
placed on it by its covenants.  The company's senior secured
credit facilities were rated B2 and replace facilities that were
previously rated Ba3.  The B2 rating on the facilities reflects
the diminished asset protection that results from a larger credit
facility and resulting debt burden relative to the size of its
tangible asset base.  The ratings outlook is stable reflecting
expectations for continued strong demand for the company's
products.

Proceeds from the $42 million Term Loan B add-on along with
$75 million of mezzanine financing and $150 million of Convertible
Preferred will be added to $38 million of cash for total sources
of $305 million.  These funds are to be applied towards a
$118 million dividend to equity shareholders and to finance the
purchase of a 50% equity stake by Investcorp International, Inc.,
in Associated Materials Holdings II, Inc., a holding company that
via AMH Holdings, Inc., indirectly owns Associated Materials
Incorporated from Harvest Partners, Inc.  The funds will also
finance various other fees and expenses.

The ratings consider operational challenges as the company remains
vulnerable to raw material price fluctuations, significant
competition, and the cyclicality of the homebuilding and
remodeling industries.  The ratings are constrained by the
company's recent history of leveraging and to less of a degree a
history of not de-leveraging as expected.  During the leveraging
cycle, the company's credit metrics weaken below the B1 level and
then improve as the company applies its free cash flow towards
debt reduction.  In February 2004 Associated Materials distributed
a $59 million cash dividend to shareholders, and paid a
$15 million special bonus to management.  At that time, Moody's
expected the company to reduce its debt/EBITDA to the mid 4 times
by year-end 2004.

Instead, the company's current transaction calls for $118 million
dividend of which $22 million is to be paid to management and also
includes additional leverage.  Given the increased leverage,
Moody's currently expects the company's de-leveraging to the mid
4 times level to be postponed by about two years from the just
over 5.5 times level currently proforma on a consolidated basis.  
The substantial increase in leverage as well as the postponement
of stated deleveraging targets, are key factors for the company's
ratings downgrade.  Low total interest coverage also played a
factor in the ratings downgrade.  EBITDA coverage of total
interest is likely to be around 2.1 times on a proforma basis for
2004 and on a cash interest basis improves to 3.9 times.
Currently, the company's $446 million senior discount notes have
an accreted value that is estimated at almost $283 million for
year end 2004 and accrete at a rate of $2 million per month.  The
$75 million mezzanine notes are 10% cash pay and 3.625%
pay-in-kind.

Moody's has not rated the proposed $75 million 13.625% million
mezzanine financing that resides at AMH Holdings II, Inc.  Moody's
has also not rated the company's convertible preferred stock.  
Moody's considers the mezzanine financing to be debt while the
convertible preferred stock is viewed to be more equity-like as it
does not pay interest and has no stated maturity date.  Moody's
notes that the new mezzanine notes have restrictive covenants that
limit debt issuances to a multiple of 4.75 times EBITDA.  Given
the company's current debt balance, Moody's does not currently
expect additional debt to be issued over the next eighteen to
twenty-four months unless the company outperforms current
expectations or buys out the mezzanine holders.  The mezzanine
financing also has an indenture that prohibits dividends to be
paid to shareholders.  Nevertheless, Moody's considers the current
debt levels combined with the company's willingness to releverage,
to be reflective of its new rating category.

The ratings however, benefit from the company's position as one of
the top six providers of vinyl siding, strong demand for the
company's products, and the offering of new more ascetically
pleasing and higher margin products.  The company's market share
for its vinyl products is approximately 11%.  The company's also
benefits from far reaching customer relationships and an expansive
distribution network.  The ratings also benefit from an additional
debt incurrence leverage test under the indenture for the New
Mezzanine Notes.

The collapse of the notching for the senior credit facility to the
same level as the senior implied reflects the size of the
facilities when compared to the company's assets.  At
October 2, 2004, accounts receivable totaled $161 million,
inventory totaled $128 million, and property plant and equipment
totaled $144 million.  These items combined totaled $433 million
and compare with the senior credit facility's $255 million size.  
The reduction in the senior facilities asset coverage level was
the primary reason why the notching was tightened.  The company's
notching had previously been maintained due to the expectation
that debt would be paid down.

The Company's senior secured credit facility is fully and
unconditionally guaranteed, jointly and severally on a senior
basis, by its domestic wholly owned subsidiaries.  Gentek Building
Products Limited, a Canadian company, is a co-borrower on the
senior credit facilities.  The company's Canadian operations
represent approximately 20% of sales.  There are various mandatory
prepayments under the credit facility including 100% of asset
sales proceeds, 100% of debt issuance proceeds and preferred
stock, 50% of equity proceeds, 50% of excess cash flow, as well as
100%of casualty and indemnity proceeds.

The ratings and or outlook may improve if the company de-leverages
faster than is currently anticipated.  Specifically, if total
consolidated debt/EBITDA was under 4.5 times and re-leveraging was
not anticipated.  The outlook or ratings could be pressured if
business conditions were to significantly weaken, and or if the
company's margins were to contract, such that there was a
corresponding substantial expected shortfall in free cash flow
generation.

Headquartered in Akron, Ohio, Associated Materials Incorporated is
principally engaged in the manufacture and distribution of
exterior residential products, including vinyl siding, windows,
decking, fencing, railing, and garage doors.  Revenues and EBITDA
for 2004 is estimated to be around $1 billion and $125 million,
respectively while total debt is estimated at approximately
$700 million.


ATA HOLDINGS: America West Won't Push Through with Asset Bid
------------------------------------------------------------
America West Holdings Corporation (NYSE: AWA), parent company of
America West Airlines, Inc., does not plan to submit a bid to the
U.S. Bankruptcy Court to purchase ATA Holdings Corp. (OTC: ATAHQ).
America West had previously announced it was considering acquiring
ATA through that airline's Chapter 11 restructuring process.

America West Chairman and Chief Executive Officer Doug Parker
said, "We have stated from the beginning of this process that we
would not proceed with any transaction that would put undue risk
on America West's employees, customers or stockholders.  While we
believe there is some value in a combined America West/ATA
operation, we do not believe the potential value justifies the
anticipated cost.

"Our interest in ATA encompassed acquiring the entire company as
opposed to only a few select assets, which meant we needed most of
the aircraft and employees to stay with the company.  During this
process we found we were able to attract sufficient capital to
support a competitive bid and we are grateful to our partners for
their offers of support.  We particularly appreciate the support
we received from the employees of ATA.  We are hopeful that
whoever ends up owning ATA will recognize the value of this
dedicated and experienced workforce.  Unfortunately, we were
unable to come to acceptable lease terms on enough aircraft with
ATA's existing aircraft lessors.

"We feel very good about the decision to refrain from this bidding
process.  As the nation's second largest low cost carrier we are
well positioned for long-term success in a rapidly evolving
airline environment.  Because our current aircraft orders satisfy
our near-term growth plans, we are not compelled to stretch to
find places to fly.  We feel confident there will be future growth
and acquisition opportunities for America West as our industry
evolves.  While we have chosen to pass on this particular
transaction, we look forward to playing a role in the continued
consolidation of the airline industry."

America West Airlines is the nation's second largest low cost
airline and the only carrier formed since deregulation to achieve
major airline status.  America West's 13,000 employees serve
nearly 55,000 customers a day in 96 destinations in the U.S.,
Canada, Mexico and Costa Rica.

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


ATA AIRLINES: Proposes to File Sec. 1110 Stipulations Under Seal
----------------------------------------------------------------
ATA Airlines, Inc., and Chicago Express Airline, Inc., ask the
United States Bankruptcy Court for the Southern District of
Indiana for permission to make elections pursuant to Section
1110(a) of the Bankruptcy Code and perform obligations under
certain leases and secured financings relating to aircraft and
aircraft engines that may be subject to Section 1110.

The Debtors also want to make payments and take other actions as
are necessary to cure defaults and retain protection of the
automatic stay with respect to the Aircraft Equipment in
compliance with Section 1110 and the 1110(a) Election.

In addition, the Debtors seek to enter into stipulations pursuant
to Section 1110(b) with aircraft lessors and financiers extending
the time to perform the Section 1110 obligations.

James M. Carr, Esq., at Baker & Daniels, in Indianapolis, Indiana,
informs the Court that the Debtors currently operate an aircraft
fleet consisting of 82 aircraft.  A large number of these aircraft
are leased pursuant to single investor leases.  Others are leased
pursuant to enhanced equipment trust certificates.  A small number
of the aircraft are owned by the Debtors but pledged as security
to secured creditors.

The bulk of the Debtors' aircraft fleet, along with most if not
all of their spare aircraft engines, may constitute "equipment" as
that term is defined in Section 1110(a)(3) and is governed by
Section 1110.

A significant number of the Aircraft Agreements were negotiated
with higher payments in early years to reduce total rental costs
over the related lease terms.  Given the current depressed state
in the airline industry, the Debtors' payments under the Aircraft
Agreements may be substantially higher than the current market
rate for the similar equipment.

Because the Debtors are paying prices for their Equipment that may
be above-market, Mr. Carr asserts that it is necessary for the
Debtors to seek to reduce payments under the Aircraft Agreements
to market rates so as to maximize revenue in a difficult financial
environment and to best enable them to reorganize successfully.

Although the Debtors have initiated negotiations with parties to
the Aircraft Agreements, it is unlikely that many final agreements
will be reached before the end of the 60-day period contained in
Section 1110.  Accordingly, it is necessary to seek extension of
the 1110 Period.

                        1110(a) Elections

To comply with the requirements of Section 1110(a), the Debtors
seek authority to:

   (a) subject to the Court's approval, perform substantially all
       obligations under an Aircraft Agreement with respect to
       the Equipment that become due on or after the Petition
       Date -- and before the effective date of rejection -- with
       respect to an equipment;

   (b) before 11:59 p.m. (EST) on December 24, 2004, cure any
       default under an Aircraft Agreement with respect to the
       Equipment that occurred on or before the Petition Date,
       other than a default of a kind specified in Section
       365(b)(2);

   (c) with respect to any default under an Aircraft Agreement
       with respect to the Equipment, other than a default of a
       kind specified in Section 365(b)(2), that occurs:

       -- after the Petition Date but before 11:59 p.m. (EST) on
          December 24, cure the default before December 24, or
          the 30th day after the date on which the default
          occurs, whichever is later; and

       -- on or after December 24, cure such default in
       accordance with the terms of the relevant Aircraft
       Agreement, if a cure is permitted thereunder.

To date, the Debtors have been fully engaged in addressing other
issues critical to their reorganization efforts, including working
with prospective competing bidders, and analyzing their fleet
requirements and the many Aircraft Agreements.  Until the
Debtors' analysis of their fleet requirements, and each of the
Aircraft Agreements, has been completed, they simply will not know
what Equipment they will seek to retain.

As of the date of the request, the Debtors have not yet entered
into any 1110(a) Elections in connection with the Equipment.

                       1110(b) Stipulations

Although the 1110(b) Stipulations will be subject to final
approval of the Court, the Debtors request that the 1110 Period
for each 1110 Party subject to a 1110(b) Stipulation be extended
on a preliminary basis beyond 11:59 p.m. (EST) on December 24,
2004, pending final approval of the 1110(b) Stipulation by the
Court.

The Airlines believe that entry into the 1110(b) Stipulation will
likely be necessary to afford the Debtors and many 1110 Parties
sufficient time to pursue negotiations regarding possible
amendments to the terms of the Aircraft Agreements without risking
the protections afforded by the automatic stay.

              1110(b) Stipulations Are Confidential

The Debtors propose to file the 1110(b) Stipulations and certain
modifications under seal.  The 1110(b) Stipulations contain
commercially sensitive information that the Debtors' competitors
could utilize to the Debtors' disadvantage.  The Debtors also
believe that 1110 Parties who have not entered into 1110(b)
Stipulations or modification of the Aircraft Agreements will use
the information contained in any publicly available 1110(b)
Stipulations to their advantage in their ongoing negotiations with
the Debtors.

By filing the 1110(b) Stipulations and Aircraft Agreement
modifications under seal, the Debtors will be able to preserve the
confidentiality of the terms and commercial information of these
contracts and maintain a level playing field among the Debtors'
competitors and all of the 1110 Parties.

The Debtors intend to provide copies of any modifications to
counsel for the Official Committee of Unsecured Creditors, counsel
for the ATSB and the U.S. Trustee.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers. ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft. The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations. Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange. The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case No. 04-19866, 04-19868
through 04-19874). Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts. When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATLAS AIR: Says October Traffic Down 1.4% Year-Over-Year
--------------------------------------------------------
Atlas Air Worldwide Holdings, Inc. (AAWW) (OTC: AAWWV.PK), a
leading provider of global air cargo services, has reported
preliminary system statistics and traffic results for October 2004
and the ten-month period ended October 31, 2004, and for the
corresponding periods during the prior year.

For the month of October 2004, the average number of aircraft
operated by AAWW declined 15.6% compared with October 2003,
principally due to the rejection and return of aircraft in
conjunction with AAWW's restructuring.  Total block-hour activity
decreased 6.5% during October 2004 compared with the same period
in 2003.  Block hours operated in the ACMI segment increased 15.1%
year over year, while Commercial Charter hours declined 30.1%,
primarily due to a reallocation of available aircraft to other
business segments, and Military Charter hours declined 42.9%.

Capacity in the Scheduled Service business (as measured by
available ton miles "ATM's") decreased 8.5% year over year, and
traffic (as measured by revenue ton miles "RTM's") decreased 1.4%
year over year, resulting in an increased load factor of 61.9% in
October 2004 compared with 57.5% in October 2003.

For the ten months ended October 31, 2004, the average number of
aircraft operated by AAWW declined 16.7% compared with the ten
months ended October 31, 2003.  Total block-hour activity during
the ten months ended October 31, 2004, declined 3.2% compared with
the same period in 2003.  Block hours operated in the ACMI segment
rose 21.0% during the ten months ended October 31, 2004, compared
with the same period in 2003.  Commercial Charter hours declined
47.6%, reflecting the reallocation of available aircraft to other
business segments, and Military Charter hours declined 42.4%.

Capacity in the Scheduled Service business increased 7.6% (in ATM
terms) during the ten months ended October 31, 2004, compared with
the same period during the prior year, and traffic (in RTM's)
increased 17.9% compared with the ten months ended October 31,
2003, resulting in an increased load factor of 62.4% for the 2004
period compared with 56.9% for the 2003 period.

The preliminary system statistics and traffic results that follow
do not constitute financial statements, were not prepared in
accordance with generally accepted accounting principles, and do
not contain all of the disclosures required by generally accepted
accounting principles or by the Securities Exchange Act of 1934,
as amended, or any other prescribed form or format.  AAWW cautions
readers not to place undue reliance upon the information contained
in these statistics and results, which may be adjusted from time
to time.

These statistics and results, which have not been audited, may not
be indicative of AAWW's financial statements in reports that would
be required to be filed pursuant to the Securities Exchange Act of
1934, as amended.

            About Atlas Air Worldwide Holdings, Inc.

AAWW is the parent company of Atlas Air, Inc. (Atlas) and Polar
Air Cargo, Inc. (Polar), which together operate the world's
largest fleet of Boeing 747 freighter aircraft.

Atlas is the world's leading provider of ACMI (aircraft, crew,
maintenance and insurance) freighter aircraft to major airlines
around the globe.  Polar is among the world's leading providers of
airport-to-airport freight carriage.  Polar operates a global,
scheduled-service network and serves substantially all major trade
lanes of the world.

Through both of its principal subsidiaries, AAWW also provides
commercial and military charter services.

Atlas Air Worldwide Holdings, Inc. -- http://www.atlasair.com/--  
is a worldwide all-cargo carriers that operate fleets of Boeing
747 freighters.  The Company filed for chapter 11 protection
(Bankr. Fla. Case No. 04-10794) on January 30, 2004.  The
Honorable Robert A. Mark presided over Atlas' restructuring
proceeding. Jordi Guso, Esq., at Berger Singerman, represents the
debtor.  Atlas Air emerged from bankruptcy on July 27, 2004.


ATHLETE'S FOOT: Files for Chapter 11 Protection in S.D. New York
----------------------------------------------------------------
The Athlete's Foot Stores, LLC, and its subsidiary -- Delta Pace,
LLC -- filed voluntary chapter 11 petitions with the United States
Bankruptcy Court for the Southern District of New York to
facilitate the liquidation of their assets.  

The approximately 593 independent franchise stores operating under
franchise agreements with Athlete's Foot Brands, Inc., and the
trademarks are not included in this action.  Also, the bonds
issued from a 2003 securitization transaction from an unrelated
entity (Athlete's Foot Brands, Inc.) are not related to the
Chapter 11 filing.

President and CEO Robert J. Corliss said: "We are confident this
is the right thing to do.  Despite tremendous investments of money
and time, many of our corporate stores have not been profitable
resulting in a lack of liquidity which led to the company taking
this action.  We believe this action will allow us to maximize the
value of our assets for the benefit of our creditors and other
interested parties.  We appreciate the loyalty and support of our
employees, customers and vendors."

The company's lender, GMAC, subject to certain conditions, has
agreed to provide debtor-in-possession financing to fund the
liquidation process.

Headquartered in New York, New York, The Athlete's Foot Stores,
LLC -- http://www.theathletesfoot.com/-- operates approximately  
125 athletic footwear specialty retail stores in 25 states.  The
Company and its debtor-affiliate, filed for chapter 11 protection
on Dec. 9, 2004 (Bankr. S.D.N.Y. Case No. 04-17779).  Bonnie Lynn
Pollack, Esq.,  Jeffrey K. Cymbler, Esq., and John Howard Drucker,
Esq., at Angel & Frankel, P.C., represent the Debtors.  When the
Debtors filed for protection from their creditors, they listed
$33,672,000 in total assets and $39,452,000 in total debts.


ATHLETE'S FOOT: Case Summary & 24 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Athlete's Foot Stores, LLC
             1568 Broadway
             New York, New York 10036

Bankruptcy Case No.: 04-17779

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Delta Pace, LLC                            04-17780

Type of Business: The Debtor operates approximately 125 athletic
                  footwear specialty retail stores in 25 states.
                  See http://www.theathletesfoot.com/

Chapter 11 Petition Date: December 9, 2004

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtors' Counsel: Bonnie Lynn Pollack, Esq.
                  Jeffrey K. Cymbler, Esq.
                  John Howard Drucker, Esq.
                  Angel & Frankel, P.C.
                  460 Park Avenue
                  New York, NY 10022
                  Tel: 212-752-8000
                  Fax: 212-752-8393  

Total Assets: $33,672,000

Total Debts:  $39,452,000

Debtor's 24 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
New Balance Athletic Shoe     Trade Debt              $1,427,391
P.O. Box 31978
Hartford, CT 06150
Attn: Tammy Cooper
      (800) 343-4648

K Swiss Inc.                  Trade Debt              $1,355,053
31248 Oak Crest Drive
Westlake Village, CA 91361
Attn: Bob Carter
     (818) 706-5492

Timberland                    Trade Debt                $739,013
200 Domain Drive
Stratham, NH 03885
Attn: Jeff Martin
     (800) 258-0855 Ext. 2263

Puma North America            Trade Debt                $604,568
P.O. Box 5130
Carol Stream, IL 60197
Attn: Leslie O'Malley
      (800) 782-7862

Reebok International Ltd.     Trade Debt                $550,040
21626 Network Place
Chicago, IL 60673
Attn: Dick Fay
      (781) 401-7260

Asics Tiger Corporation       Trade Debt                $459,337
P.O. Box 827483
Philadelphia, PA 19182
Attn: Charlene Swan
      (800) 333-8404 Ext.7372

Indiana Knitwear              Trade Debt                $270,466
230 East Osage Street
Greenfield, IN 46140
Attn: Sandy Griffin
      (317) 452-4413

Crescent Hosiery Mills        Trade Debt                $265,738
P.O. Box 669
Niota, TN 37826
Attn: Ken Prevatt
      (770) 439-5380

Onfield Apparel Group LLC     Trade Debt                $258,810
21505 Network Place
Chicago, IL 60673
Attn: Brett Fyfe
      (317) 895-7294

Fila Sports, Inc.             Trade Debt                $218,274
P.O. Box 8500 (4630)
Philadelphia, PA 19178-4630
Attn: Diana Frazier
      (800) 403-6669 Ext. 5029

Adidas Sales, Inc.            Trade Debt                $217,128
P.O.  Box 100384
Atlanta, GA 30384-0384
Attn: Lanny Rollman
      (800) 423-4327

Saucony/Hyde                  Trade Debt                $194,176
1607 Solutions Ctr.
Chicago, IL 60677-1006
Attn: Dawn Shaw
      (800) 365-4933 Ext. 26

Mizuno Sports Inc.            Trade Debt                $182,077
4925 Avalon Ridge
Norcross, GA 30071
Attn: Robert Lewis
      (800) 966-1299 Ext. 7935

New Era Cap                   Trade Debt                $168,322
P.O Box 054
Buffalo, NY 14240
Attn: Kelly Storey
      (800) 989-0445 Ext. 1198

Implus Corporation            Trade Debt                $163,900
P.O. Box 601469
Charlotte, NC 28260-1469
Attn: Kurt Wineman
      (800) 446-7587 Ext. 123

Converse                      Trade Debt                $159,537
P.O. Box 60272
Charlotte, NC 28260
Attn: Dick Delrossi
      (800) 358-2667 Ext. 3480

Podo Tech. Perimeter Ridge    Trade Debt                $157,788
750 Hammon Dr.
Bldg. 2, Suite 310
Atlanta, GA 30328
Attn: David Pattillo
      (678) 990-1882

Southern Freight              Freight                   $152,306
P.O. Box 788
Elberton, GA 30635
Attn: __________________
      (770) 775-9349

Ernst & Young                 Services                  $152,234
600 Peachtree St.
Atlanta, GA 30308-2215
Attn: Kris Spain
      (404) 874-8300

GFX International             Marketing                 $150,000
333 Baron Blvd., Rte. 83
Grayslake, IL 60030
Attn: __________________
      (847) 543-4610

Avia/American                 Trade Debt                $117,580
Avia Division
PO Box 19367
Irvine, CA 92623
Attn: Debbie Tapia
      (800) 848-8698 Ext. 4837

Champion Products             Trade Debt                $105,649
P.O. Box 905218
Charlotte, NC 28290-5218
Attn: Carolyn Smith
      (336) 519-6731

Bachi Inc.                    Trade Debt                $100,421
P.O. Box 627
Cherry Hill, NJ 08003-0627
Attn: Yoram Mainsof
      (856) 848-1992

Barrett Distribution LLC      Trade Debt                 $75,888
c/o Margolias Realty Group
6 Concourse Parkway, Ste. 2990
Atlanta, GA 30328
Attn: Solly Margolias
      (770) 551-0585


BALLY TOTAL: S&P Raised Corporate Credit Ratings to B- From CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on fitness club operator Bally Total Fitness Holding
Corporation to 'B-' from 'CCC+' and removed it from CreditWatch,
where it was placed on Aug. 17, 2004.  

The actions were based on the company obtaining a limited waiver
from a majority of noteholders, to avoid possible default.  The
outlook is now developing.  The company's total debt outstanding
at Sept. 30, 2004, was $747.7 million.

"The ratings reflect Bally's high financial risk from substantial
club expansion, a heavy debt and operating lease burden, and
minimal positive discretionary cash flow," said Standard & Poor's
credit analyst Andy Liu.  "These factors are only partially offset
by the company's geographic diversity and large club base."

Bally obtained a limited waiver relating to its 10.5% senior notes
due 2011 and 9.875% senior subordinated notes due 2007.  The
company now has until July 31, 2005, to file updated financial
statements with the SEC and to furnish them to bondholders and the
bond trustee.  

Indenture violations originated from Bally's failure to file with
the SEC its financial statements for the quarter ended June 30,
2004, and to deliver the financial statements to the bond trustee.

Bally announced on Nov. 15, 2004, that its audit committee had
determined that, following the promulgation of FASB Staff
Accounting Bulletin No. 101, the company should have changed its
revenue recognition policy for recoveries of unpaid dues on
inactive member contracts and for membership initiation fees.  As
a result, Bally is undergoing a multiyear audit and expects the
process will be completed in July 2005.

The outlook is developing.  The company must still complete its
re-audit and file its financial statements by July 2005 to cure
indenture violations and avoid possible default.  On the other
hand, based on limited operating data published by Bally, club
operations seem to be improving.

If the company can file its financial statements before July 31,
2005, and if club operations continue to perform, Standard &
Poor's will reassess the ratings, with the potential for an
upgrade.

Bally is the largest fitness club operator in North America, with
more than 400 clubs in the U.S. and Canada and about 4 million
members.


BANC OF AMERICA: Fitch Assigns Low-B Ratings on 18 Mortgage Certs.
------------------------------------------------------------------
Fitch Ratings has affirmed the following Banc of America
Alternative Loan Trust mortgage pass-through certificates:

Banc of America Alternative Loan Trust, mortgage pass-through
certificates, series 2003-3:

     -- Class A at 'AAA';
     -- Class B1 at 'AA';
     -- Class B2 at 'A';
     -- Class B3 at 'BBB';
     -- Class B4 at 'BB';
     -- Class B5 at 'B';

Banc of America Alternative Loan Trust, mortgage pass-through
certificates, series 2003-4 Group 1:

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

Banc of America Alternative Loan Trust, mortgage pass-through
certificates, series 2003-4 Group 2:

     -- Class IIA at 'AAA';
     -- Class IIB1 at 'AA';
     -- Class IIB2 at 'A';
     -- Class IIB3 at 'BBB';
     -- Class IIB4 at 'BB';
     -- Class IIB5 at 'B';
     
Banc of America Alternative Loan Trust, mortgage pass-through
certificates, series 2003-5 Group 1:

     -- Classes CB, NC at 'AAA';
     -- Class IB1 at 'AA';
     -- Class IB2 at 'A';
     -- Class IB3 at 'BBB';
     -- Class IB4 at 'BB';
     -- Class IB5 at 'B';
     
Banc of America Alternative Loan Trust, mortgage pass-through
certificates, series 2003-5 Group 2:

     -- Class IIA at 'AAA';
     -- Class IIB1 at 'AA';
     -- Class IIB2 at 'A';
     -- Class IIB3 at 'BBB';
     -- Class IIB4 at 'BB';
     -- Class IIB5 at 'B';
     
Banc of America Alternative Loan Trust, mortgage pass-through
certificates, series 2003-6 Group 1:

     -- Classes CB, NC at 'AAA';
     -- Class IB1 at 'AA';
     -- Class IB2 at 'A';
     -- Class IB3 at 'BBB';
     -- Class IB4 at 'BB';
     -- Class IB5 at 'B';

Banc of America Alternative Loan Trust, mortgage pass-through
certificates, series 2003-6 Group 2:

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

Banc of America Alternative Loan Trust, mortgage pass-through
certificates, series 2003-7 Group 1:

     -- Classes IA, CB at 'AAA';
     -- Class IB1 at 'AA';
     -- Class IB2 at 'A';
     --  Class IB3 at 'BBB';
     -- Class IB4 at 'BB';
     -- Class IB5 at 'B';
     
Banc of America Alternative Loan Trust, mortgage pass-through
certificates, series 2003-7 Group 2:

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

The affirmations, affecting approximately $1.5 billion, are due to
credit enhancement consistent with future loss expectations.

The above deals have 15- to 30-year fixed-rate mortgage loans
secured by first lien, one- to four-family residential properties.
They are 15 to 19 months seasoned, with pool factors (i.e.,
current mortgage loans outstanding as a percentage of the initial
pool) ranging from 69% to 83%.


BLOUNT INC: S&P Withdraws B- Senior Secured Rating
--------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' senior
secured rating and '5' recovery rating on Blount Inc.'s second-
lien institutional loan.  At the same time, we affirmed our other
ratings, including the 'B+' corporate credit rating and positive
outlook, on Blount.

At Sept. 30, 2004, the Portland, Oregon-based manufacturer had
about $630 million of debt outstanding.

"The rating actions reflect Blount's recent amendment to its bank
credit facility, which essentially reduced the interest rate on
components of the facility, increased the term loan B, and
eliminated the second-lien loan," said Standard & Poor's credit
analyst Joel Levington, adding, "Improved positive free cash flow
generation, sustained credit metric improvement, and a prudent
acquisition growth strategy could lead to a modest ratings
upgrade in the next two years."

Blount has three operating segments: outdoor products, industrial
and power equipment, and lawnmowers.  The near-term industry
outlook is positive, given relatively low capital spending by
forest products companies in recent years.

Liquidity is satisfactory and adequate to support the company's
objectives of expanding the business.


CAPSTEAD MORTGAGE: Fitch Assigns 'BB' Rating on Class IIIB-5
------------------------------------------------------------
Fitch Ratings has upgraded three and affirmed 20 classes of
Capstead Mortgage Corporation, mortgage pass-through certificates:

CMC Securities Corporation III mortgage pass-through certificates,
series 1997-2 Pool 1:

     -- Class IA-1 affirmed at 'AAA';
     -- Class IB-2 affirmed at 'AAA';
     -- Class IB-3 affirmed at 'AAA';
     -- Class IB-4 affirmed at 'AAA';
     -- Class IB-5 affirmed at 'AA';

CMC Securities Corporation III mortgage pass-through certificates,
series 1997-2 Pool 2:

     -- Class IIA-1 affirmed at 'AAA';
     -- Class IIB-1 affirmed at 'AAA';
     -- Class IIB-2 affirmed at 'AAA';
     -- Class IIB-3 affirmed at 'AAA';
     -- Class IIB-4 affirmed at 'AAA';
     -- Class IIB-5 upgraded to 'AAA' from 'AA';

CMC Securities Corporation IV mortgage pass-through certificates,
series 1997-NAMC-3:

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

CMC Securities Corporation III mortgage pass-through certificates,
series 1998-1 Pool 3:

     -- Class III-A affirmed at 'AAA';
     -- Class IIIB-1 affirmed at 'AAA';
     -- Class IIIB-2 affirmed at 'AA+';
     -- Class IIIB-3 affirmed at 'AA-';
     -- Class IIIB-4 affirmed at 'A-';
     -- Class IIIB-5 affirmed at 'BB'.
     
The affirmations, representing approximately $16 million of
outstanding principal, reflect credit enhancement consistent with
future loss expectations.  The pools are seasoned from a range of
81 to 87 months.  The pool factors (current principal balance as a
percentage of original) are all under 5% outstanding.

The upgrades affect approximately $1 million in certificate
principal.  Credit enhancement (provided by subordination) for
each of the upgraded classes has grown to at least 10 times the
original amount.

The underlying collateral for series 1997-2 Pool 1 and Pool 2 and
series 1997-NAMC-3 consists of conventional, fully amortizing 30-
year fixed-rate mortgage loans secured by first liens on one- to
four-family residential properties.

The underlying collateral for series 1998-1 Pool 3 consists of
relocation program loans.


CATHOLIC CHURCH: Spokane Creditors Meet on Jan. 5
-------------------------------------------------
The United States Trustee for Region 18 will convene a meeting of
the Catholic Diocese of Spokane's creditors on January 5, 2005, at
1:30 P.M. at the U.S. Post Office Building, 3rd Floor, Historical
Courtroom, 904 W. Riverside Ave., in Spokane, Washington.  This is
the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

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


CATHOLIC CHURCH: Tucson Gets Protocol for Filing Claims Under Seal
------------------------------------------------------------------
The Diocese of Tucson believes that a protocol is necessary to
regarding the handling and access to proofs of claim and other
pleadings that may be filed by abuse claimants.

Sections 105 and 107 of the Bankruptcy Code and Rule 107 of the
Federal Rules of Bankruptcy Procedure provide that a court may
issue orders that will protect entities and individuals from
potential harm that may result from disclosure of potentially
scandalous or defamatory information.

At the Diocese's request, Judge Marlar directs that:

   (a) All pleadings and proofs of claim filed by individuals
       that allege injuries because of abuse committed by clergy
       or others associated with Tucson will be placed under seal
       by the Clerk of the U.S. Bankruptcy for the District of
       Tucson, unless the claimant specifically requests that the
       pleading or proof of claim be part of the public record;

   (b) The Clerk of the Court will provide copies of all sealed
       pleadings and proofs of claim to Tucson's counsel;

   (c) The Clerk of the Court will provide copies of all proofs
       of claim filed by individuals that allege injuries because
       of abuse committed by clergy or others associated with
       Tucson, whether or not placed under seal, to the Office of
       the Pima County Attorney to enable appropriate law
       enforcement investigations of sexual abuse allegations;
       and

   (d) Tucson's counsel and the Office of the Pima County
       Attorney will keep the proofs of claim and confidential,
       except to the extent necessary to carry out their duties
       under applicable law.

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)


CHURCH & DWIGHT: S&P Puts B+ Rating on $175 Million Sr. Sub. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' debt rating to
Church & Dwight Company Inc.'s planned $175 million senior
subordinated notes due 2012.  The notes will be used to help
refinance $225 million of Armkel LLC's senior subordinated notes.
Church & Dwight acquired full ownership of Armkel in May 2004.

As a result, the 'B+' rating on Armkel's $225 million senior
subordinated notes due 2009 was withdrawn.  In addition, Standard
& Poor's affirmed its ratings on Princeton, New Jersey-based
Church & Dwight, including its 'BB' corporate credit rating.
Approximately $853 million of pro forma debt is outstanding.

"The ratings on Church & Dwight reflect its participation in the
highly competitive personal care segment of the consumer products
industry, its lack of geographic diversity, and its moderately
leveraged balance sheet," said Standard & Poor's credit analyst
Patrick Jeffrey.

Still, Standard & Poor's Ratings Services believes Church & Dwight
will continue to generate free cash flow that will be used
primarily to reduce debt.  As a result, leverage should decline in
the intermediate term.


CITATION CAMDEN CASTINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Citation Camden Castings Center, Inc.
        fka Camden Castings Center, Incorporated
        fka United Foundries Corporation
        245 Foundry Lane
        Camden, Tennessee 38320

Bankruptcy Case No.: 04-10781

Type of Business: The Company is an affiliate of Citation
                  Corporation.  It manufactures ductile iron parts
                  for disc brakes.  See http://www.citation.net/

Chapter 11 Petition Date: December 7, 2004

Court: Northern District Of Alabama (Birmingham)

Judge:  Tamara O Mitchell

Debtor's Counsel: Cathleen C Moore, Esq.
                  Michael Leo Hall, Esq.
                  Burr & Forman
                  420 North 20th Street
                  3100 SouthTrust Tower
                  Birmingham, Alabama 35203
                  Tel: (205) 251-3000

Total Assets:     $655,575

Total Debts:  $324,334,598

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


CITATION CORP: Has Until Jan. 12 to Make Lease-Related Decisions
----------------------------------------------------------------       
The Honorable Tamara O. Mitchell of the U.S. Bankruptcy Court for
the Northern District of Alabama extended, until Jan. 12, 2004,
the period within which Citation Corporation and its debtor-
affiliates can elect to assume, assume and assign, or reject their
unexpired nonresidential real property leases.

The Debtors tell the Court that they are parties to 22 unexpired
nonresidential leases located in several states.

The Debtors based their request on three facts:

   a) the substantial size, scope and complexity of their
      businesses and their chapter 11 cases;

   b) the complexity of their financial affairs; and

   c) much of the information related to the unexpired leases has
      only been recently available for analysis because of the
      numerous business matters incident to the commencement of
      the Debtors' chapter 11 cases that they had to attend to.

The Debtors argued that the extension will give them more time to
assemble all the information necessary to thoroughly analyze each
of the unexpired leases and determine which are important in their
reorganization process.

The Debtors assure Judge Mitchell that they continue to pay all
their postpetition obligations under the leases and the extension
will not prejudice the landlords and counter-parties under the
leases.

Headquartered in Birmingham, Alabama, Citation Corporation --  
http://www.citation.net/-- designs, develops and manufactures   
cast, forged and machined components for the capital and durable  
goods industries, including the automotive and industrial markets.  
Citation uses aluminum, steel, gray iron, and ductile iron as the  
raw materials in its various manufacturing processes.  The Debtors  
filed for protection on Sept. 18, 2004 (Bankr. N.D. Ala. Case No.  
04-08130).  Michael Leo Hall, Esq., and Rita H. Dixon, Esq., at  
Burr & Forman LLP, represent the Debtors.  When the Company and  
its debtor-affiliates filed for protection from their creditors,  
they estimated more than $100 million in assets and debts.


CLARK GROUP: Court Confirms Debtors' Prepackaged Chapter 11 Plan
----------------------------------------------------------------          
The Honorable James J. Barta of the U.S. Bankruptcy Court for the  
Eastern District of Missouri entered an order on November 12,
2004, confirming the adequacy of the Disclosure Statement and
approving the Joint Prepackaged Plan of Reorganization of the
Clark Group, Inc., and its debtor-affiliates.

The Debtors filed their Disclosure Statement and Joint Plan on
October 5, 2004, and the Court held a combined Disclosure
Statement and Confirmation hearing on November 10, 2004.

As reported in the Troubled Company Reporter on November 8, 2004,
the Plan provides for:

   a) the sale of substantially all of the Debtors' respective
      assets, other than the Excluded Assets, to Sierra Craft,
      Inc. in exchange for the Purchase Consideration on the
      Effective Date in accordance with the Asset Purchase
      Agreement between the Debtors and Sierra Craft, Inc.;

   b) the substantive consolidation of the Debtors for purposes
      of classification and treatment of Allowed Claims and
      distributions to Holders under the Plan;

   c) the payment in full of all Allowed Secured Claims, other
      than the Victaulic Company of America, Inc. Secured Claims,
      on the Effective Date;

   d) the payment in full of all Allowed Unclassified Claims on
      the Effective Date and 50% of all Allowed Convenience
      Claims on the Effective Date;

   e) the formation of the Liquidation Trust to receive and
      distribute the remaining Net Proceeds of the Purchase
      Consideration, and the proceeds from the sale of the
      Excluded Assets, to Holders of Allowed Class 4A and Class
      4B Claims, and, to a limited extent if certain
      contingencies are satisfied, to the Holder of the Allowed
      Victaulic Company Secured Claims, on each Quarterly
      Distribution Date; and

   f) certain waivers, releases, injunctions and exculpations
      with respect to the Debtors, Sierra Craft, and various
      third-parties, including the Debtors' principal Secured  
      creditors.

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

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

Headquartered in St. Louis, Missouri, Clark Group, Inc. --  
http://www.clarksprinkler.com/-- provides a comprehensive line of   
fire protection products and the highest quality service and  
expert knowledge on fire protection products.  The Company and its  
debtor-affiliates filed for chapter 11 protection on October 1,  
2004 (Bankr. E.D. Mo. Case No. 04-52536).  Bonnie L. Clair, Esq.,  
and David A. Sosne, Esq., at Summers, Compton, Wells & Hamburg,  
PC, represent the Debtors in their restructuring efforts.  When  
the Company filed for protection from its creditors, it listed  
estimated assets and debts of $10 million to $50 million.


CLARK GROUP: Has Until Jan. 1 to Make Lease-Related Decisions
-------------------------------------------------------------           
The Honorable James J. Barta of the U.S. Bankruptcy Court for the  
Eastern District of Missouri extended, until Jan. 1, 2005, the
period within which Clark Group, Inc., and its debtor-affiliates
can elect to assume, assume and assign, or reject their unexpired
nonresidential real property leases and its executory contracts.

The Debtors remind the Court it confirmed its Joint Prepackaged
Plan of Reorganization on November 12, 2004, but it has yet to
declare the Plan effective.  

The Debtors explain to the Court that they are parties to four
unexpired leases that were not included in the Executory Contract
Schedule to the Joint Plan.  The Debtors and Sierra Craft Inc.,
who purchased substantially all of their assets as part of the
Asset Purchase Agreement included in the Plan have not made any
final decision on determining whether to assume, assume and
assign, or reject the four remaining leases.

The Debtors relate that the extension will give them more time to
determine together with Sierra Craft in analyzing each of the four
leases in relation to their importance as part of the confirmed
Plan and to make a final decision on or before the Effective Date
of the Plan.

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

Headquartered in St. Louis, Missouri, Clark Group, Inc. --  
http://www.clarksprinkler.com/-- provides a comprehensive line of   
fire protection products and the highest quality service and  
expert knowledge on fire protection products.  The Company and its  
debtor-affiliates filed for chapter 11 protection on October 1,  
2004 (Bankr. E.D. Mo. Case No. 04-52536).  Bonnie L. Clair, Esq.,  
and David A. Sosne, Esq., at Summers, Compton, Wells & Hamburg,  
PC, represent the Debtors in their restructuring efforts.  When  
the Company filed for protection from its creditors, it listed  
estimated assets and debts of $10 million to $50 million.


CLEARLY CANADIAN: Placing 1.5 Million Shares in Private Offering
----------------------------------------------------------------
Clearly Canadian Beverage Corporation (OTCBB:CCBC) (TSX:CLV)
discloses a proposed private placement of up to 1.5 million shares
in the capital stock of the Company at a price of $0.25Cdn per
common share, for gross proceeds of $375,000Cdn.  The Company
anticipates that the majority of the private placement shares will
be subscribed for by Directors and Officers of Clearly Canadian.  
The private placement shares will be subject to a required four
month hold period.  No discounts or warrants will be offered or
issued in connection with the private placement.

Proceeds of the proposed private placement will be used primarily
to fund the Company's current inventory production requirements.

                      About Clearly Canadian

Based in Vancouver, B.C., Clearly Canadian --
http://www.clearly.ca/-- markets premium alternative beverages,  
including Clearly Canadian(R) sparkling flavoured water, Clearly
Canadian O+2(R) oxygen enhanced water beverage and Tre Limone(R)
which are distributed in the United States, Canada and various
other countries.

At September 30, 2004, Clearly Canadian's balance sheet showed a
$681,000 stockholders' deficit, compared to $1,125,000 in positive
equity at December 31, 2003.


CONCERT INDUSTRIES: 97% of Creditors Approve Plan of Arrangement
----------------------------------------------------------------
Concert Industries Ltd. (TSX:CNG) reported that creditors of its
Canadian operating subsidiaries have voted in favor of its final
plan of compromise and arrangement pursuant to the Companies'
Creditors Arrangement Act.  The Plan received the overwhelming
support of 97.5% in number and 99.9% in value of the creditors
voting.  The Plan relates only to Concert Fabrication Ltee,
Concert Airlaid Ltee and Advanced Airlaid Technologies Inc., the
Canadian operating subsidiaries, and their creditors.

The Concert operating subsidiaries will seek Court approval of its
restructuring plan on Wednesday, Dec. 15, 2004 before the Quebec
Superior Court.  Subject to Court approval, the Canadian operating
subsidiaries intend to complete the implementation of its
restructuring plan and emerge from protection under the Companies
Creditors Arrangement Act on or prior to Dec. 31, 2004.  The
successful completion of its restructuring will enable the Concert
operating subsidiaries to return to their position as a strong
market leader within the industry.

                        About the Company

Concert Industries Ltd. is a company specializing in the
manufacture of cellulose fiber-based non-woven fabrics using
airlaid manufacturing technology.  Concert's products have
superior absorbency capability and are key components in a wide
range of personal care consumer products, including feminine
hygiene and adult incontinence products.  Other applications
include pre-moistened baby wipes, disposable medical and
filtration applications and tabletop products.  The Company has
manufacturing facilities in Canada, in Gatineau and Thurso,
Quebec, and in Germany, in Falkenhagen, Falkenhagen-Prignitz.

On August 5, 2003, the Company and certain of its North American
subsidiaries obtained an order from the Quebec Superior Court of
Justice providing creditor protection under CCAA Proceedings.  The
Company's European operations are excluded from the CCAA
Proceedings.  PricewaterhouseCoopers Inc., was appointed by the
Court to act as the Monitor, and this order is currently in effect
until December 17, 2004.  The entire text of the Court orders and
the Monitor's reports are available at http://www.concert.ca/and  
at http://www.pwc.com/brs-concertgroup/or by calling  
(613) 755-5981.


COPPOLA N.Y.C. INC: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Coppola N.Y.C., Inc.
        dba Peter Coppola Salon
        746 Madison Avenue
        New York, New York 10021

Bankruptcy Case No.: 04-17808

Type of Business: The Company operates a salon.  It offers cutting
                  edge styling and services like hair styling and
                  coloring, make-up consultation and design,
                  manicures, and house an outstanding wedding
                  department.  See http://www.petercoppola.net/

Chapter 11 Petition Date: December 10, 2004

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, New York 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

Total Assets:   $162,501

Total Debts:  $1,302,107

Debtor's 18 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Friedland & Friedland                          $32,025
L. Friedland & M. Friedland
22 East 65th Street
New York, New York 10021

Avaya                                          $10,706
PO Box 93000
Chicago, Illinois 60673-3000

Aetna/US Healthcare                             $7,859
PO Box 7777-W7480-76
Philadelphia, Pennsylvania 19175-7480

Con Edison                                      $5,315

Utica                                           $2,519

New York Painting Corporation                   $2,478

Capital Cleaning                                $1,939

AFLAC                                           $1,210

Verizon                                         $1,170

Con Edison                                        $889

Office Depot                                      $815

Liverpool                                         $599

AT&T                                              $381

D.J.M. Maintenance System, Inc.                   $372

Guardian                                          $235

H. Weiss Company, Inc.                            $218

Rentiki                                           $157

Freshway Air                                       $68


COX ENTERPRISES: S&P Lowered Senior Debt Rating to BB+ From BBB
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on diversified media company Cox Enterprises Inc. -- CEI --
and subsidiaries to 'BBB-' from 'BBB'.

The senior unsecured debt rating on CEI was lowered to 'BB+' from
'BBB'.  The senior unsecured debt rating on the company's cable TV
system unit, Cox Communications Inc. -- CCI, was lowered to 'BBB-'
from 'BBB'.  The senior unsecured debt rating on Cox Radio Inc.
was lowered to 'BBB-' from 'BBB'.  The commercial paper ratings on
CEI and CCI were lowered to 'A-3' from 'A-2'.  All ratings were
removed from CreditWatch, where they were placed with negative
implications on Aug. 2, 2004, because of the substantial increase
in financial risk expected from CEI's plan to purchase the 38%
interest in CCI it did not already own.  The outlook is
stable.

At the same time, Standard & Poor's assigned its 'BBB-' rating to
CCI's proposed $3 billion multiple tranche senior notes offering.
The notes will be issued under Rule 144A with registration rights.
CCI expects to use the proceeds to repay its $3 billion 18-month
term loan.

The downgrades follow CEI's $6.6 billion purchase of minority
shares of CCI, which raises CEI's ownership of this subsidiary to
roughly 92%, from about 62%.  CEI had tendered for all of the
outstanding minority shares and expects to receive most of the
remaining amount in 60 days.  The transaction will total $8.5
billion, including fees and expenses.  CEI is financing $1.50
billion of the deal using new unsecured credit facilities
at CEI of $2.25 billion.  The proposed CCI notes and $7.75 billion
in new CCI credit facilities are financing the remainder.

The debt-financed purchase of the CCI shares substantially
increases consolidated leverage to the 5.5x debt-to-EBITDA area,
from the sub 3x ratio at Sept. 30, 2004.  Although the resulting
leverage exceeds the level appropriate for a 'BBB-' rating on an
ongoing basis, the ratings incorporate Standard & Poor's
expectations that CEI has the capacity and commitment to reduce
consolidated debt to EBITDA within two years to the low-to-mid 4x
area.  Maintaining a steady trajectory towards the this
target will be equally important to retaining an investment-grade
rating.

The senior unsecured debt rating on CEI is one notch below the
corporate credit rating because, in a potential default scenario,
CCI debtholder claims and other priority liabilities ahead of CEI
debt could create a meaningful disadvantage to CEI's creditors.
CCI debtholders would have no claim on the non-cable assets in the
event of a bankruptcy.  However, the absence of restrictions on
CEI's ability to sell or leverage the non-cable assets raises
concern that the value of these assets would not be available for
CEI creditors.

"Ratings on CEI and its subsidiaries reflect the company's
well-diversified portfolio of cable TV systems, auto auction,
broadcasting, and newspaper publishing businesses, which have good
operating margins, solid positions in their respective industries,
good free cash flow generating potential, and significant asset
value," said Standard & Poor's credit analyst Eric Geil.

"The ratings also incorporate Standard & Poor's expectations that
the company will refrain from meaningful leveraged transactions
until financial risk declines.  Tempering factors include elevated
leverage from the company's acquisition of minority interests in
the cable subsidiary, cable's capital spending requirements, and a
historically aggressive acquisition and growth orientation," Mr.
Geil added.

Standard & Poor's views the credit profile of CEI and its
subsidiaries on a consolidated basis, given the economic and
strategic importance of the units to the parent.


CYBERCO HOLDINGS: Involuntary Chapter 7 Case Summary
----------------------------------------------------
Alleged Debtor: CyberCo Holdings, Inc.
                aka The CyberNet Group
                dba CyberNet Engineering
                dba Stryon
                dba Stryon Technologies
                dba CNG Logistics
                c/o David Roepke
                25 South Division Avenue
                Grand Rapids, Michigan 49503

Involuntary Petition Date: December 9, 2004

Case Number: 04-14905

Chapter: 7

Court: Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Petitioners' Counsel: Christopher Combest, Esq.
                      Quarles & Brady LLP
                      Citicorp Center
                      500 West Madison Street, Suite 3700
                      Chicago, IL 60661
                      Tel: 312-715-5000
                      Fax: 312-632-1727
         
   Petitioner                          Claim Amount
   ----------                          ------------
El Camino Resources, Ltd.               $11,000,000
6233 Variel Avenue
Woodland Hills, CA 91367

Charter One Bank                         $3,151,663
53 State Street, Ste. MB-5970A
Boston, MA 02109

General Electric Capital Corporation     $2,200,000
44 Old Ridgebury Road
Danbury, CT 06810


DANA CORPORATION: Prices Tender Offer for Three Note Issues
-----------------------------------------------------------
Dana Corporation (NYSE: DCN) disclosed the consideration to be
paid in its tender offer for its:

   -- $250 million of 10-1/8% Notes due 2010;
   -- EUR 200 million of 9% EUR Notes due 2011; and
   -- $575 million of 9% USD Notes due 2011.

Holders who tendered their Notes by the applicable early tender
date will receive the applicable Total Consideration, subject to
the terms and conditions set forth in the Offer to Purchase and
Consent Solicitation Statement dated Nov. 15, 2004, which includes
the applicable Early Tender Payment.  Holders who tender their
Notes after the applicable early tender date and at or prior to
5:00 p.m., New York City time, on Dec. 22, 2004, will receive the
applicable Tender Offer Consideration, subject to the terms and
conditions set forth in the Amended Offer to Purchase, but will
not receive the Early Tender Payment.

Certain materials terms set for the tender offer are:

                         Principal Tender Offer  Early   Total
Title of   Outstanding   Amount    Consider-    Tender   Consider-
Security   Amount        Tendered  ation(1)  Payment(1)  ation(1)
==================================================================
10-1/8%
Notes due
2010   $250,000,000  $169,502,000(2) $1,078.58  $50.00   $1,128.58

9.00% Euro
Notes due
2011   E200,000,000   163,658,000(3)  1,219.64   50.00    1,269.64

9.00%
Notes due
2011   $575,000,000  $445,430,000(2) $1,180.37  $50.00   $1,230.37


   (1)  Per $1,000 principal amount, or EUR 1,000 principal
        amount, as the case may be, of each issue of Notes that is
        accepted for purchase.

   (2)  As of 5:00 p.m., New York City Time, on November 29, 2004.

   (3)  As of 5:00 p.m., New York City Time, on December 3, 2004.

In addition, holders of Notes who delivered valid tenders and
whose Notes are accepted for payment will receive accrued and
unpaid interest from the last interest payment date to, but not
including, the applicable settlement date.  Holders who validly
tendered their Notes by the applicable early tender date will
receive payment on the early settlement date, which is expected to
be on or about Dec. 10, 2004.  Holders who tender their Notes
after the applicable early tender date, but on or prior to the
expiration date, and whose Notes are accepted for payment will
receive payment on the final settlement date, which is expected to
be on or about December 23, 2004.  Withdrawal rights with respect
to tendered Notes have expired.  Accordingly, any Notes previously
or hereafter tendered may not be withdrawn.

The tender offer is scheduled to expire at 5:00 p.m., New York
City time, on December 22, 2004, unless extended or earlier
terminated by Dana.

Dana has retained Banc of America Securities, Deutsche Bank
Securities and J.P. Morgan Securities to act as the joint-lead
dealer managers in connection with the tender offer and
solicitation agents in connection with the consent solicitation.  
Banc of America Securities (the coordinator for the offer and
consent solicitation) can be contacted at (+1) 888-292-0070 (U.S.
toll free), (+1) 212-847-5834 (collect), or (+44) 20-7174-4737.
Deutsche Bank Securities can be contacted at (+1) 866-627-0391
(U.S. toll free), (+1) 212-250-2955 (collect), or (+44) 20-7545-
8011. J.P. Morgan Securities can be contacted at (+1) 866-834-4666
(U.S. toll free), (+1) 212-834-3424 (collect) or (+44) 20-7742-
7506. Holders can request documentation from D.F. King & Co., Inc.
and D.F. King (Europe) Limited, the information agents for the
offer, at (+1) 800-859-8509 (U.S. toll free), (+1) 212-269-5550
(collect), and (+44) 20-7920-9720.

                        About the Company

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

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 09, 2004,
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.


DRESSER INC: Amends Registration Statement for IPO
--------------------------------------------------
Dresser, Inc., has filed an amended registration statement with
the Securities and Exchange Commission for a proposed initial
public offering of its common stock.  The filing amends the
initial registration statement filed with the SEC on Sept. 3,
2004.  The number of shares to be offered and the price range for
the offering have not yet been determined.  A portion of the
shares will be issued by the Company and a portion will be sold by
certain existing shareholders of Dresser.  Proceeds from the
shares issued by the Company will be used to pay down debt.

Morgan Stanley and Credit Suisse First Boston will act as joint
book-running managers for the proposed offering, with Banc of
America LLC, UBS Investment Bank, Lehman Brothers, Raymond James,
and Simmons & Company International as co-managers.

A preliminary prospectus, when it becomes available, may be
obtained from:

         Morgan Stanley & Co. Incorporated
         Prospectus Department
         1585 Broadway
         New York, N.Y. 10036
         Tel. No. 212-761-6775

            -- or --

         Credit Suisse First Boston LLC
         Prospectus Department
         One Madison Avenue
         New York, N.Y. 10010
         Tel. No. 212-325-2580

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

Headquartered in Dallas, Dresser, Inc. -- http://www.dresser.com/
-- is a worldwide leader in the design, manufacture and marketing
of highly engineered equipment and services sold primarily to
customers in the flow control, measurement systems, and
compression and power systems segments of the energy industry.
Dresser has a widely distributed global presence, with over 8,500
employees and a sales presence in over 100 countries worldwide.  

At Sept. 30, 2004, Dresser, Inc.'s balance sheet showed a
$308.5 million stockholders' deficit, compared to a $312.6 million
deficit at Dec. 31, 2003.


DICK'S SPORTING: Soliciting Consents to Amend Sr. Note Indenture
----------------------------------------------------------------
Dick's Sporting Goods, Inc. (NYSE: DKS) has commenced a
solicitation of consents to an amendment to the indenture related
to its 2.375% Senior Convertible Notes due 2024.

The indenture for the Notes currently prohibits the Company from
paying cash upon a conversion of the Notes if an event of default,
as defined in the indenture, has occurred and is continuing at
that time.  The Company is seeking consents from holders of the
Notes to amend the indenture to eliminate this prohibition.

The record date for the consent solicitation is 5:00 p.m., New
York City time, on December 9, 2004.  The consent solicitation
will expire at 5:00 p.m., New York City time, on Dec. 22, 2004,
unless extended.  The Company is offering a consent fee of $1.69
per $1,000 original principal amount at maturity of the Note to
each holder of record as of the record date who has delivered (and
has not revoked) a valid consent prior to the expiration of the
consent solicitation.  The Company's obligation to accept consents
and pay the consent fee is conditioned, among other things, on the
receipt of consents from holders of at least a majority in
original principal amount at maturity of the outstanding Notes.

For a complete statement of the terms and conditions of the
consent solicitation and the amendment to the indenture, holders
of the Notes should refer to the Consent Solicitation Statement
dated Dec. 9, 2004, which is being sent to all holders of record
of the Notes as of the record date.  Questions from holders
regarding the consent solicitation or requests for additional
copies of the Consent Solicitation Statement, the Letter of
Consent or other related documents should be directed to Georgeson
Shareholder, the Information Agent for the consent solicitation,
at (866) 873-6992 (toll free) or the Solicitation Agent for the
consent solicitation, Merrill Lynch & Co. at (888) 654-8637.

                About Dick's Sporting Goods, Inc.

Pittsburgh-based Dick's Sporting Goods, Inc. is an authentic full-
line sporting goods retailer offering a broad assortment of brand
name sporting goods equipment, apparel, and footwear in a
specialty store environment. As of October 30, 2004, the Company
operated 233 stores in 32 states primarily throughout the Eastern
half of the U.S. under the Dick's Sporting Goods and Galyan's
names.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 25, 2004,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Pittsburgh, Pennsylvania-based Dick's Sporting
Goods Inc.

A 'B' rating was assigned to the company's $172.5 million senior
unsecured convertible notes due 2024.  The senior notes are rated
one notch below the corporate credit rating due to the amount of
secured bank debt in the capital structure.  The outlook is
negative.

"The ratings reflect Dick's rapid growth, the integration risk
associated with the company's recent acquisition of Galyans
Trading Co. Inc., and a leveraged financial profile, though the
company has a leading regional market position," said Standard &
Poor's credit analyst Kristi Broderick.  Dick's has grown
organically, from a base of two stores in 1984 to about 180 big-
box, full-line sporting goods stores 20 years later.  On
July 29, 2004, Dick's acquired Galyans for about $362 million,
funded by $192 million in cash on hand and $170 million in
borrowings from the company's revolving credit facility.  The
potential integration risk is significant, as Dick's intends to
convert Galyans' 47 stores into the Dick's format by the first
half of 2005.  This reformatting involves changes to merchandise
assortment and branding, as well as an adjustment to managing
Galyans stores.  Nonetheless, the rating assumes a relatively
smooth transition, despite the significant challenges.


DOUGLAS DYNAMICS: Moody's Places Low-B Ratings on New $200M Debts
-----------------------------------------------------------------
Moody's Investors Service has assigned ratings to the new issues
of Douglas Dynamics L.L.C. in connection with its refinancing of
certain of its acquisition obligations undertaken in March 2004.

The ratings reflect a modest increase in the level of Douglas's
debt, an essentially unchanged expectation of "normalized" future
free cash flow, the high level of financial leverage deployed in
its capital structure, and variability resulting from the level
and timing of snowfall in a seasonal business.  The ratings also
incorporate favorable characteristics of Douglas's business model,
including leading market shares and brand recognition, the largest
national distribution network in its segment, strong margins and
the solid level of free cash flow, which has been generated
historically over both light and heavy snowfall years.  Further,
the ratings incorporate the structural impact of a lower amount of
secured indebtedness in the proposed capitalization, but also
reflect the relaxation of creditor protections in the new
facilities' restricted payment provisions and financial covenants
going forward.  The rating outlook is stable.

Douglas was acquired by Aurora Capital Group and Ares Management
for $264 million (subsequent to the March closing, GE Pension
Trust joined the investor group).  Debt facilities rated at the
time totaled $225 million and consisted of a $55 million first
lien revolver, which will continue, a $120 million first lien term
loan, which is being repaid, and a $50 million second lien term
loan, which is also being repaid from the proceeds of the new
issues.  A $52 million distribution to Douglas's immediate parent,
Douglas Dynamics Holdings, Inc., and related fees and expenses
will also be funded from the proceeds of the new debt and from
existing cash and drawings under the continuing revolver, if
necessary.  The parent will use the proceeds to principally redeem
a like amount of its Series A Preferred Stock.

Moody's assigned these ratings:

   * B1 for the $50 million first lien term loan
   * B3 for the $150 million senior unsecured notes
   * Douglas's senior implied rating was lowered to B2 from B1

At the same time, Moody's affirmed the B1 rating for the
$55 million first lien revolving credit and the Caa1 issuer
rating.  The ratings for the existing $120 million first lien term
loan and the $50 million second lien term loan will be withdrawn
upon the closing of the new financing.

The new issues total $200 million and will replace approximately
$168 million of current term indebtedness, a net increase of
$32 million.  Existing revolving credit borrowings may be accessed
to facilitate settlements at the December closing, but, going
forward, will primarily be used to fund seasonal working capital
requirements.  The refinancing will reduce the maximum level of
secured first lien indebtedness by roughly $68 million and
provides first lien debt holders improved collateral coverage and
recovery expectations in the event of default.

The ratings continue to reflect Douglas's ongoing strengths of
leading market share, diversified geographic footprint of its
distribution network in North America, strong EBITDA margins and
modest capex requirements which have facilitated free cash flow
generation in both low and high snowfall years.  Douglas's
business model also benefits through its substantial
dealer/distributor network, market share, brand strength, and the
limited overall size of the industry, which may make it
unattractive for new entrants.  The company has also been able to
recover the higher cost of steel encountered to date in 2004.

However, the ratings also recognize:

   (1) the incremental higher leverage resulting in the net
       increase in term debt, which will push total leverage
       closer to 5 times "normalized" EBITDA when an expectation
       of average use of the revolver is considered;

   (2) the unpredictable impact of variation in the level and
       timing of snowfall across North America;

   (3) the correlation of demand with new sales of SUVs and light
       trucks which can be sensitive to fuel costs and interest
       rates; and

   (4) inventory risk associated with a seasonal business.

Douglas's continuing stable outlook considers these strengths and
challenges.  But, the ratings and outlook are tempered by the fact
that a full year has not lapsed since the original ratings were
assigned nor has the expected level of future performance in a
typical snow year significantly changed.  Further, a widened
capacity for dividend payments has been created in the new
structure.  Should the company experience a string of normal snow
fall years and use the resultant cash flow to de-lever, a positive
outlook could develop.  Use of the revolver to fund a material
acquisition or additional distributions or additional term loans
under the "greenshoe" option of the first lien term loans
resulting in increased leverage, or a material deterioration in
operating margins or market share could change the outlook to
negative.

The new $150 million senior notes will be unsecured and have a
seven year maturity with no scheduled amortization or "spill-over"
excess cash flow recapture upon the first lien facilities being
retired.  They will be guaranteed by Douglas's parent, Douglas
Dynamics Holdings, Inc., as well as current and future
subsidiaries of the issuer.  The notes will be issued in
accordance with Rule 144A of the Exchange Act, but will not have
any registration rights.  Douglas Dynamics Finance Company, a new
wholly owned subsidiary of Douglas, will be a co-issuer under the
senior notes.  Douglas Dynamics Finance Company will not have any
operations or assets and will not have any revenues.  The new
$50 million first lien term loan will have a six year maturity
(2010), will also have up-streamed and down-streamed guarantees,
and will share the first lien position with the continuing
revolving credit facility, which has a commitment expiration date
in March 2009.  Significantly, it will have a lower required
amortization rate at 1% annually in its first five years compared
to 5% annually in the current first lien term loan.  As a result
of the lower required amortization percentages and the different
principal amounts, Douglas will have lower required amortization
from first lien term loans of approximately $5.5 million per
annum.  Excess cash flow sweeps will apply to the new term loan at
defined levels.  But, definitional changes could facilitate future
distributions to shareholders.  The reduction of required
amortization provides Douglas with additional flexibility in
managing the inherent year-to-year variability in its weather
dependent business.

The B2 senior implied rating incorporates the above issues.  Under
the new debt structure, the first lien facilities account for some
30% of total debt.  While there are substantial amounts of
intangible assets involved, existing hard assets, lower amounts of
first lien indebtedness and priority over the enterprise value of
the operating company should ensure high recovery rates for first
lien debt holders in the event of default.  Hence, a B1 rating has
been assigned to the first lien revolving credit and term loan,
one notch higher than the senior implied rating.  The senior
unsecured notes have been assigned a B3 rating to reflect their
effective subordination to the first lien facilities, their lower
priority, and the residual nature of their access to the
enterprise value of the firm achieved through the parental
guarantee.  The unsecured issuer rating has been affirmed at Caa1
and results from the assumed lack of guarantees for prospective
debt issued at this level.

Douglas Dynamics is headquartered in Milwaukee, Wisconsin, and is
the North American leader in the design, manufacture, sale and
support of snow and ice control equipment through its Western and
Fisher brands.  Its workforce includes approximately 500 full time
employees at manufacturing facilities in Rockland, Maine, Johnson
City, Tennessee, and Milwaukee, Wisconsin.


D.R. HORTON: Moody's Puts Ba1 Rating on $300 Million Senior Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the
$300 million of 5.625% senior notes due January 15, 2016 of D.R.
Horton, Inc., proceeds of which will be added to working capital.  
At the same time, Moody's confirmed all of the company's existing
ratings, including the senior implied rating, issuer rating, and
the ratings on the company's senior notes at Ba1 and on its senior
subordinated debt at Ba2.  The ratings outlook is positive.

The positive ratings outlook reflects the company's steady and
successful execution of its strategy of buying less land,
foregoing an active acquisition policy, and using the excess cash
flow for debt repayment and share purchases.  As a result, debt
leverage has improved from the highest in its peer group to one
that compares favorably with those within its peer group.  Moody's
expects this trend to continue.

The ratings acknowledge the company's enviable operating
performance, success at integrating prior acquisitions, strong
equity base, geographic diversity, tight cost controls, and sound
liquidity.

At the same time, the ratings continue to incorporate Horton's
somewhat higher than average business risk profile given its past
healthy appetite for acquisitions, which its current strategy does
not totally disavow.  In addition, capacity under its large bank
credit facility ($1.21 billion) gives the company ample dry powder
to releverage the balance sheet on short notice.  The ratings also
consider that the company has a sizable proportion of its earnings
coming from California.

The ratings confirmed are:

   * Ba1 senior implied rating

   * Ba1 senior unsecured issuer rating

   * Ba1 on $200 million of 10.5% senior notes, due 4/1/05

   * Ba1 on $215 million of 7.5% senior notes, due 12/01/07

   * Ba1 on $200 million of 5% senior notes, due 1/15/09

   * Ba1 on $385 million of 8% senior notes, due 2/1/09

   * Ba1 on $235 million of 9.375% senior notes, due 7/15/09
     (issued by Schuler Homes and assumed by D.R. Horton in the
     merger of February 2002)

   * Ba1 on $250 million of 4.875% senior notes, due 1/15/10

   * Ba1 on $200 million of 7.875% senior notes, due 8/15/11

   * Ba1 on $250 million of 8.5% senior notes due 4/15/12

   * Ba1 on $200 million of 6.875% senior notes due 5/1/13

   * Ba1 on $100 million of 5.875% senior notes due 7/1/13

   * Ba1 on $200 million of 6.125% senior notes due 1/15/2014

   * Ba1 on $250 million of 5.625% senior notes due 9/15/ 2014

   * Ba2 on $150 million of 9.75% senior sub notes, due 9/15/10

   * Ba2 on $200 million of 9.375% senior sub notes, due 3/15/11

   * Ba2 on $145 million of 10.5% senior sub notes, due 7/15/11
     (issued by Schuler Homes and assumed by D.R. Horton in the
     merger of February 2002)

   * SGL-1 Speculative Grade Liquidity rating

All of D.R. Horton's note issues are guaranteed by substantially
all of the company's homebuilding subsidiaries.

Horton's financial profile has shown substantial improvement since
the company adopted in 2002 its current strategy of eschewing most
acquisition opportunities, shifting its lot supply mix to one that
relies more heavily on options and less on ownership, generating
significant free cash flow, and devoting the excess cash flow both
to debt repayment and to moderate share repurchases.  As a result,
Horton has reduced debt leverage from a peer group high of 57.5%
(debt/cap) and 3.1x (debt/EBITDA) at fiscal year end 2001 to 43.2%
and 1.6x, respectively, at fiscal year-end 2004.  Pro forma for
the issuance of these new notes and application of proceeds to
working capital, total homebuilding debt/capitalization as of the
fiscal year that ended September 30, 2004 would have been 45.5%
and homebuilding debt/EBITDA would have been 1.8x.  These ratios
are expected to continue to improve.

The company has an exceptionally strong operating track record.  
It has generated 108 consecutive quarterly year-over-year earnings
gains, with no near-term end to this streak in sight.  It has
seamlessly integrated its numerous acquisitions, including that of
its largest, Schuler Homes, which was completed in 2002.  It has
one of the largest equity bases in the homebuilding industry,
$3.96 billion as of September 30, 2004.  It has diversified into
63 markets in 21 states across the U.S., and it has one of the
leanest corporate overheads among homebuilders, with its
SG&A/revenues typically running at or near the lowest in the
industry.

At the same time, the ratings consider that Horton, while pursuing
a new strategy, has not renounced making additional acquisitions,
and that its large, essentially untapped bank credit facility
gives it substantial borrowing capacity to move quickly on a
potentially large acquisition opportunity.  Given its history as a
very aggressive consolidator within the homebuilding industry and
the industry's ongoing trend towards consolidation, there may be
opportunities that challenge Horton's recently adopted capital
structure discipline.  Finally, although the company has
diversified geographically into numerous large and attractive
markets, the Schuler acquisition, together with the ongoing
robustness of the California housing market, has driven up
Horton's California concentration levels to approximately 30% with
regard to revenues and to a larger proportion of its profits.

Going forward, the ratings will depend on Horton's maintaining its
fiscal restraint.  Moody's would view positively the company's
continuing reduction in its debt leverage.  Any action or
transaction that had a significantly adverse effect on debt
leverage would be viewed negatively.

Headquartered in Ft. Worth, Texas, D.R. Horton, Inc., is engaged
in the construction and sale of homes designed principally for the
entry-level and first time move-up markets.  The company currently
builds and sells homes in 21 states and 63 markets, with a
geographic presence in the Midwest, Mid-Atlantic, Southeast,
Southwest, and Western regions of the United States.  Revenues and
net income for the fiscal year that ended September 30, 2004, were
$10.7 billion and $975 million, respectively.


EL-BETHEL MISSIONARY: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: El-Bethel Missionary Baptist Church
        715 Bellevue Avenue
        Trenton, New Jersey 08618

Bankruptcy Case No.: 04-48775

Type of Business: The Company operates a church.

Chapter 11 Petition Date: December 10, 2004

Court: District of New Jersey (Trenton)

Judge:  

Debtor's Counsel: John E Maziarz, Esq.
                  Wolk and Maziarz, Esqs.
                  311 Whitehorse Avenue, Suite A
                  Trenton, New Jersey 08610
                  Tel: (609) 581-0063

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 Unsecured
Creditors.


ENRON CORP: Judge Gonzales Approves Bracewell Settlement Agreement
------------------------------------------------------------------
Enron Corporation and its debtor-affiliates ask the Court to
approve a settlement and compromise of claims with Bracewell &
Patterson LLP.

Scott E. Ratner, Esq., at Togut Segal & Segal, LLP, in New York,
relates that on Oct. 28, 2003, the Debtors made a demand on
Bracewell, seeking the avoidance and disgorgement of transfers
aggregating $2,515,780, made by Enron to Bracewell within 90 days
of the Petition Date.  Unable to agree on a resolution of the
Demand prior to the second anniversary of the Petition Date, the
Debtors and Bracewell entered into an agreement on November 25,
2003, extending and tolling:

    (i) the statute of limitations under Chapter 5 of the
        Bankruptcy Code and all other time limitations or time-
        based defenses in respect of any claim or cause of action
        against Bracewell, which might be asserted by one or more
        of the Debtors through Chapter 5 of the Bankruptcy Code;
        and

   (ii) any defenses, setoffs and counterclaims to the claims and
        causes of action, which Bracewell might assert.

Bracewell asserted that it has provided the Debtors with more
than $415,000 in subsequent new value pursuant to Section
547(c)(4) of the Bankruptcy Code.  Bracewell believes that the
remaining transfers are not subject to avoidance and disgorgement
because they were made in the ordinary course of business
pursuant to Section 547(c)(2).

After extensive due diligence and arm's-length negotiations, the
Debtors and Bracewell agreed to settle and compromise all of the
Debtors' claims that are potentially assertable against Bracewell
in consideration for:

    -- Bracewell's payment to the Debtors of $1,500,000 as
       settlement amount; and

    -- Bracewell's waiver of all claims it may possess against the
       Debtors.

The pertinent terms of the Settlement are:

    (a) Bracewell will pay the Settlement Amount to the Debtors in
        two equal installments of $750,000 each, with the first
        installment due and payable on or before January 31, 2005,
        and the second installment on or before January 31, 2006;

    (b) The Debtors will be deemed to have waived and released all
        claims that they may have against Bracewell, and its
        partners, associates, employees and insurers;

    (c) Bracewell will be deemed to have waived, released and
        discharged all claims it may have against the Debtors,
        including claims that have previously been scheduled by
        the Debtors aggregating $1,673,940; and

    (d) Bracewell will not file any proofs of claim in the
        Debtors' cases.

If the parties' claims and disputes are not resolved through
their proposed settlement, future litigation could result in
additional, unnecessary expense for the Debtors and their
estates, Mr. Ratner states.

Mr. Ratner tells the Court that the Official Committee of
Unsecured Creditors does not object to the settlement.  Moreover,
the Settlement is the product of arm's-length bargaining and
negotiations between the parties.

                           *     *     *

Judge Gonzalez approves the Settlement.

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.


EVERGREEN INVESTMENTS: Trustees Approve Fund Merger Transactions
----------------------------------------------------------------
Evergreen Investments disclosed that the Board of Trustees of the
Evergreen Funds has approved these mergers:

   -- Evergreen Masters Fund (EMFAX) into Evergreen Large Cap
      Equity Fund (EVSAX)
   
   -- Evergreen Foundation Fund (EFOAX) and Evergreen Tax
      Strategic Foundation Fund (ETSAX) into Evergreen Balanced
      Fund (EKBAX)

   -- Evergreen Blue Chip Fund (EKNAX) and Evergreen Fund (EVRAX)
      into Evergreen Growth and Income Fund (EGIAX)

   -- Evergreen VA Special Equity Fund into Evergreen VA Growth
      Fund

   -- Evergreen VA Fund into Evergreen VA Growth and Income Fund

The Trustees have determined that the mergers are in the best
interests of shareholders of each of these funds.  The funds
involved in each merger have similar investment objectives and
strategies.  It is currently expected that, immediately following
the mergers, expenses will be the same or lower for shareholders
of each fund being acquired without altering the surviving funds'
key investment objectives and strategies.

The mergers are subject to approval by shareholders.  A
shareholder meeting has been scheduled for Friday, April 1, 2005,
at 2:00 p.m. at the offices of the Evergreen Funds, 200 Berkeley
Street, 26th Floor, Boston Massachusetts 02116.  The close of
business on January 14, 2005, has been fixed as the record date
for the shareholder meeting.

                           Name Changes

The Trustees have also approved these name changes to be
implemented post-merger:

   -- Evergreen Growth and Income Fund to be renamed Evergreen
      Fundamental Large Cap Fund

   -- Evergreen VA Growth and Income Fund to be renamed Evergreen
      VA Fundamental Large Cap Fund

   -- Evergreen VA Foundation Fund to be renamed Evergreen VA
      Balanced Fund

In conjunction with the name changes, objectives for the Evergreen
Growth and Income Fund (to be renamed Evergreen Fundamental Large
Cap Fund) and the Evergreen VA Growth and Income Fund (to be
renamed Evergreen VA Fundamental Large Cap Fund) will change from
"capital growth in the value of its shares and current income" to
"capital growth with the potential for current income."  Although
each of these two funds intends to maintain a strategy that calls
for considering securities with the possibility of income, this
type of investment will be secondary to the objective of capital
growth.

                         Surviving Funds
  
-- Evergreen Large Cap Equity Fund

The fund seeks to provide maximum capital growth greater than that
of the S&P 500 Index by investing primarily in a diversified
portfolio of common stocks of U.S. companies expected to
experience growth in earnings and price. Assuming completion of
the merger, the combined fund will continue to be managed by
William E. Zieff and members of the Global Structured Products
team.

-- Evergreen Balanced Fund

The fund seeks to provide long-term total return through capital
growth and total income by investing in a combination of domestic
stocks and investment grade bonds. Assuming completion of the
merger, the combined fund equity portion will be managed by Walter
McCormick and the Value Equity Team, and the bond portion of the
combined fund will continue to be managed by Tattersall Advisory
Group, an affiliated investment advisor to Evergreen Investment
Management Co.

-- Evergreen Growth and Income Fund, to be renamed Evergreen
   Fundamental Large Cap Fund

Following the merger and objective change, the fund will seek to
provide capital growth with the potential for current income by
investing primarily in common stocks of large and mid-sized
companies whose market capitalizations fall within the Russell
1000 Index.  Assuming completion of the merger, the combined fund
will continue to be managed by Walter McCormick and members of the
Value Equity team.

-- Evergreen VA Growth and Income Fund, to be renamed Evergreen
   VA Fundamental Large Cap Fund

Following the merger and objective change, the fund will seek to
provide capital growth with the potential for current income by
investing primarily in common stocks of large and mid-sized
companies whose market capitalizations fall within the Russell
1000 Index.  Assuming completion of the merger, the combined fund
will continue to be managed by Walter McCormick and members of the
Value Equity team.

-- Evergreen VA Growth Fund

The fund seeks to provide long-term capital growth by investing
primarily in common stocks of small to mid-sized companies which
the fund's manager believes are demonstrating strong and
consistent earnings growth not fully recognized in their stock
price. Assuming completion of the merger, the combined fund will
continue to be managed by Theodore Price and members of the Small
Cap Growth team.

Additionally, the Trustees have approved the following
liquidations:

   -- Evergreen Technology Fund (ETCAX)
   -- Evergreen Mid Cap Value Fund (EMVAX)

Effective as of the close of business on November 26, 2004, these
two funds were no longer available for purchase by either new or
existing shareholders.  However, participants in self-directed,
employer-sponsored retirement plans who were investing through
automatic payroll deductions as of November 30, 2004 will be
allowed to continue to invest in the funds by means of automatic
payroll deductions through January 31, 2005.  Shareholders will be
notified about these liquidations on or about January 7, 2005.  
The liquidations are expected to occur on or about March 7, 2005.

Lastly, Trustees approved the closings of three share classes of
Evergreen U.S. Government Money Market Fund and the limited
closings of two share classes of Evergreen Money Market Fund, as
follows:

   -- Evergreen U.S. Government Money Market Fund
       -- B shares: EGBXX
       -- C shares: EGCXX
       -- I shares: EGGXX

   -- Evergreen Money Market Fund
       -- B shares: EMBXX
       --C shares: EMCXX

Effective after the close of business on December 17, 2004, the
referenced shares of Evergreen U.S. Government Money Market Fund
will no longer be available for purchase by either new or existing
shareholders.  However, participants in self-directed, employer-
sponsored retirement plans who were investing through automatic
payroll deductions as of November 30, 2004 will be allowed to
continue to invest in the funds by means of automatic payroll
deductions through January 31, 2005.  Shareholders in Evergreen
U.S. Government Money Market Fund will be notified about this
liquidation on or about January 7, 2005.  The liquidation of these
share classes will occur on or about March 7, 2005.  The fund's
Class A shares will remain open for investment to all investors.

Effective January 3, 2005, the referenced shares of Evergreen
Money Market Fund will be available for purchase only by existing
shareholders as of that date and prospective shareholders making
an exchange out of another mutual fund within the Evergreen family
of funds.  The fund's Class A and I shares will remain open for
investment to all investors for whom they are currently available.

-- Evergreen U.S. Government Money Market Fund

The fund seeks to provide as high a level of current income as is
consistent with preserving capital and maintaining liquidity.  The
fund invests primarily in high quality, short-term securities
issued or guaranteed by the U.S. government, its agencies or
instrumentalities.  The fund is managed by members of the
Customized Fixed Income team.

-- Evergreen Money Market Fund

The fund seeks to provide as high a level of current income as is
consistent with preserving capital and providing liquidity by
investing primarily in high quality money market instruments.  The
fund is managed by members of the Customized Fixed Income team.

                   About Evergreen Investments

Evergreen Investments -- http://www.evergreeninvestments.com/--  
is the brand name under which Wachovia Corporation (NYSE: WB)
conducts its investment management business and is a leading asset
management firm serving more than four million individual and
institutional investors through a broad range of investment
products. Led by 350 investment professionals, Evergreen
Investments strives to meet client investment objectives through
disciplined, team-based asset management.  Evergreen Investments
manages more than $247 billion in assets (as of September 30,
2004).

                          *     *     *

In a prospectus supplement dated Nov. 23, 2004, Evergreen
Investments announced a proposal to liquidate and close the
Evergreen Mid Cap Value Fund and Evergreen Technology Fund on or
about March 7, 2005.  The liquidations are subject to approval by
the funds' Board of Trustees who are expected to consider the
proposals at a meeting being held Dec. 8 and 9, 2004.  Effective
after the close of business on Nov. 26, 2004, shares of the funds
will no longer be available for purchase by either new or existing
shareholders.  If the Board approves the liquidations, existing
shareholders in the funds will be notified.


FINANCIAL ASSET: Fitch Junks Class B4 of Series 1997-NAMC1 Cert.
----------------------------------------------------------------
Fitch Ratings has taken rating actions on Financial Asset
Securitization, Inc., residential mortgage-backed securities  
securitizations:

Financial Asset Securitization, Inc., series 1997-NAMC1:

     -- Class A affirmed at 'AAA';
     -- Class B1 affirmed at 'AAA';
     -- Class B2 affirmed at 'AAA';
     -- Class B3 affirmed at 'AAA';
     -- Class B4 affirmed at 'AA-';
     -- Class B5 affirmed at 'BBB';

Financial Asset Securitization, Inc., series 1997-NAMC2:

     -- Class A affirmed at 'AAA';
     -- Class B1 affirmed at 'AAA';
     -- Class B2 affirmed at 'AAA';
     -- Class B3 affirmed at 'A';
     -- Class B4 downgraded to 'CCC' from 'B'.

The affirmations represent $8.9 million in outstanding principal.
Credit enhancement for each of the affirmed classes has grown to
at least 7 times the original amount.

The downgraded class represents $0.1 million in outstanding
principal.  Although credit enhancement for the class has grown
from its original amount (2.05% from 0.58%), the supporting
classes have taken principal write downs.  Additionally, over 7%
of the current pool (approximately $0.4 million) is more than 90
days delinquent.

The underlying collateral for all the transactions consists of
conventional, fully amortizing 30-year fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties.


FOSTER WHEELER: Converts 349 Million Convertible Preferred Shares
-----------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWHLF) reported that, as of Dec. 9,
2004, 349,128 of its Series B Convertible Preferred Shares have
been converted into 22,693,320 Common Shares.  As a result, the
total number of the Company's outstanding Common Shares as of
Dec. 9, 2004 was 29,146,318.

As of Dec. 9, 2004, 250,816 Series B Convertible Preferred Shares
remain outstanding.  These Preferred Shares are convertible into
an additional 16,303,021 Common Shares.

As previously announced, the Series B Convertible Preferred Shares
ceased to have voting rights immediately following the Company's
shareholders meetings on Nov. 29, 2004, except in limited
circumstances as required under Bermuda law and the Company's bye-
laws.

                        About the Company

Foster Wheeler Ltd. -- http://www.fwc.com/-- is a global company  
offering, through its subsidiaries, a broad range of design,
engineering, construction, manufacturing, project development and
management, research and plant operation services.  Foster Wheeler
serves the refining, upstream oil and gas, LNG and gas-to-liquids,
petrochemical, chemicals, power, pharmaceuticals, biotechnology
and healthcare industries.  The corporation is based in Hamilton,
Bermuda, and its operational headquarters are in Clinton, New
Jersey, USA.

At September 24, 2004, Foster Wheeler's balance sheet showed a
$441,238,000 stockholders' deficit, compared to an $872,440,000
deficit at December 26, 20


FUND OF FUNDS: Final Deadline to File Claims is February 14, 2005
-----------------------------------------------------------------
                      SUPERIOR COURT OF JUSTICE

              IN THE MATTER OF THE FUND OF FUNDS, LIMITED

          NOTICE TO FUNDHOLDERS OF THE FUND OF FUNDS, LIMITED

     On August 7, 1970, management of The Fund of Funds, Limited
("FOF"), decided to transfer the natural resources and real estate
assets and an amount of cash owned by FOF to Global Natural
Resources Properties Limited ("Global") in exchange for shares of
Global and declared a dividend of Global Shares to FOF
Fundholders.  Thus persons who were FOF Fundholders on August 7,
1970, were thereafter entitled to claim shares in Global
representing the equivalent number of shares they held in FOF

     FOF was ordered to be wound-up by an Order of the Ontario
Court in Canada on August 1, 1973.  The FOF liquidation has been
carried on under the supervision of the Ontario Court and the
Liquidator is Deloitte & Touche Inc. ("D&T").

     By 1981, most FOF Fundholders who were entitled to claim
Global Shares had collected their shares and the Ontario
legislature authorized a sale of the remaining unclaimed Global
Shares pursuant to Court Order.  By an Order of the Ontario Court
dated June 30, 1982, the remaining unclaimed Global Shares were
sold.  Thereafter, approved claimants received their rateable
portion of the proceeds of sale of the Global Shares.

     After more than 30 years, a small number of persons have
still not filed claims.  By Order of the Ontario Court dated the
16th day of June, 2004, the Liquidator was directed to give notice
to all FOF Fundholders of a claims bar date with respect to the
proceeds of sale of all unclaimed Global shares by publishing
[this notice dated Dec. 2, 2004].

     It has been further ordered by the Ontario Court that every
FOF Fundholder alleging an unpaid claim to a share of the proceeds
of the sale of the Global Shares dividended to the FOF Fundholders
shall notify the Liquidator of such claim in writing by post or
facsimile at:

               Mr. Michael W. Mackley, C.A.
               Deloitte & Touche Inc.
               Liquidator of The Fund of Funds, Limited
               c/o Auxiliare de Liquidation (Canada) Limited
               95 Wellington Street West, Suite 702 (P.O. Box 66)
               Toronto, Ontario, Canada M53 2P4
               Telephone (416) 874-3890
               Fax (416) 601-1757

Such notice to the Liquidator must give the claimant's name and
address for reply, together with the account holder's FOF account
number and date of birth and must be received by the Liquidator on
or before the 14th day of February, 2005.

     For the convenience of the claimants, the Liquidator will
send a Proof of Claim form with instructions as to how it is to be
completed to each person who shall furnish to the Liquidator such
notification in writing of their claim.


GENERAL MEDIA: Seneca Thrilled with Successful Chapter 11 Outcome
-----------------------------------------------------------------
Seneca Financial Group, Inc., confirmed last week that it has
successfully completed its assignment as the restructuring advisor
to General Media, Inc., the New York-based publisher of Penthouse
with other interests in publishing, video/broadcasting, internet
and licensing operations.

Following Seneca's nearly year-long role in restructuring the
company's operations, preserving and enhancing value of the
estate, and assisting in the repositioning of this 35-year-old
global brand, General Media successfully reorganized and emerged
from Chapter 11 protection as Penthouse Media Group Inc. in early
October.  Since that date, Seneca stayed on to assist in the
Company's day-to-day financial and operational management to
ensure a smooth transition to the new management team.

"We are thrilled to have been part of such a successful outcome in
maximizing value, providing for all creditors to be compensated in
full and allowing this renowned brand to flourish," said Jim
Harris, president of Seneca Financial Group.

James Sullivan, managing director of Seneca Financial Group, who
served as chief restructuring officer to General Media added, "We
at Seneca are confident that new management will be successful and
continue to build upon one of the most widely recognized consumer
brands worldwide for years to come."

The Fourth Amended Plan of Reorganization became effective on
October 5, 2004, through a full payment plan to creditors, with
Penthouse Media Group now under the control of PET Capital
Partners, LLC, an affiliate of Marc Bell Capital Partners, LLC, of
Boca Raton, Florida.  

In addition to successfully completing its General Media
assignment, Seneca Financial Group has recently played key roles
on behalf of its clients in a number of high-profile restructuring
matters, including Peregrine Systems, Inc. and Seitel Inc. as well
as representing the interests of its various clients and providing
litigation support in a number of other bankruptcies throughout
2004.

Seneca Financial Group, founded in 1993, is a Greenwich, CT-based
specialty investment bank which focuses on working with
management, creditors and other constituencies in companies
experiencing financial distress.  More information can be obtained
about Seneca at http://www.senecafinancial.com/

General Media, a subsidiary of Penthouse International, Inc.,
filed for Chapter 11 protection on August 12, 2003 (Bankr.
S.D.N.Y. Case No. 03-15078).  Robert Joel Feinstein, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.,
represented the Debtors in their restructuring efforts. When the
Company filed for protection from their creditors, they listed $50
million to $100 million in total assets and more than $50 million
in total debts.


GITTO GLOBAL: Jager Smith Approved as Committee's Counsel
---------------------------------------------------------           
The U.S. Bankruptcy Court for the District of Massachusetts gave
the Official Committee of Unsecured Creditors of Gitto Global
Corporation permission to employ Jager Smith P.C., as its counsel.

Jager Smith will:

   a) provide legal advice to the Committee with respect to its
      responsibilities, powers and duties;

   b) assist the Committee with legal advice in its investigation
      of the acts, conduct, assets, liabilities and financial
      condition of the Debtor;

   c) review and represent the Committee with respect to pending
      motions before the Court;

   d) provide legal advice to the Committee with respect to the
      Debtor's proposed plan of reorganization, the prosecution of
      claims against third parties, and any other matters relevant
      to the Debtor's chapter 11 case including the formulation of
      a plan of reorganization;

   e) prepare on behalf of the Committee the necessary
      applications, motions, complaints, answers, orders, reports
      and other legal papers; and

   f) perform all other legal services for the Committee which are
      appropriate and necessary.

Bruce F. Smith, Esq., Steven C. Reingold, Esq., and Michael J.
Fencer, Esq., are the lead attorneys for the Committee. For their
professional services, both Mr. Smith and Mr. Reingold will charge
at $340 per hour, while Mr. Fencer will charge at $280 per hour.  

Mr. Smith reports that other attorneys and paralegals of Jager
Smith who will perform services to the Committee will charge from
$105 per hour to $340 per hour.

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

Headquartered in Lunenburg, Massachusetts, Gitto Global  
Corporation -- http://www.gitto-global.com/-- manufactures   
polyvinyl chloride, polyethylene, polypropylene and thermoplastic  
olefinic compounds.  The Company filed for chapter 11 protection  
on September 24, 2004 (Bankr. D. Mass. Case No. 04-45386).  Andrew  
G. Lizotte, Esq., at Hanify & King P.C., represents the Debtor in  
its restructuring efforts.  When the Debtor filed for protection  
from its creditors, it listed estimated assets of $10 million to
$50 million and estimated debts of $50 million to $100 million.


GOLD KIST INC: S&P Raises Corporate Credit Rating to B+ from B
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating to 'B+' from 'B' and other ratings on vertically integrated
poultry producer Gold Kist Inc.

The ratings were also removed from CreditWatch, where they were
placed on June 9, 2004.  The outlook is stable.  Pro forma for the
recent debt repayment, total debt on Atlanta, Georgia-based Gold
Kist is about $231 million.

The rating action follows the completion of the cooperative's
conversion to a C corporation, the completion of Gold Kist's
initial public offering (IPO, net proceeds of $135.9 million), and
the repayment of $70 million in long term debt.

"These events give Gold Kist greater financial flexibility
and greater access to the capital markets, which are crucial to
the company because of the inherent volatility in its poultry
operations and the related effect on the company's financial
performance," said Standard & Poor's credit analyst Jayne Ross.

Following the completion of the IPO, former members of the
cooperative own about 73% of the company.

The ratings on Gold Kist reflect the inherent cyclical nature and
seasonality of the company's commodity-based poultry business,
low-margins, fairly high debt levels, some geographic and customer
concentration, and moderate discretionary cash flow.


HAYNES: Moody's Withdraws Junk Ratings After Bankruptcy Emergence
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Haynes
International, Inc.  The company's 11.625% senior unsecured notes
were converted into equity in connection with the company's
emergence from bankruptcy in August 2004.

These ratings have been withdrawn:

   * Senior Implied, rated Caa2;
   * Issuer Rating, rated Caa3.

Headquartered in Kokomo, Indiana, Haynes International, Inc.,
develops, manufactures and markets technologically advanced, high
performance alloys primarily for use in the aerospace, land-based
gas turbine, and chemical processing industries.


INTERLINE: Moody's Ups Ratings After Balance Sheet Restructuring
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of Interline
Brands, Inc., contingent upon the completion of its proposed
$200 million initial public offering of its stock and a concurrent
refinancing of its bank credit facility.  After the upgrade, the
rating outlook is stable.

Ratings upgraded:

   * Senior implied rating, to B1 from B2,

   * Issuer rating, to B2 from B3,

   * $130 million 11.5% senior subordinated notes due 2011, to B3
     from Caa1,

   * $100 million senior secured revolver, due 2008, to B1 from
     B2,

   * $100 million senior secured term loan, due 2010, to B1 from
     B2

Proceeds of the proposed $200 million IPO will be used to pay down
the senior subordinated debt ($78.1 million, including
$8.1 million of call premiums) and the senior secured term loan
($32.1 million), redeem preferred stock ($55 million), pay fees
and expenses ($16.8 million), terminate interest rate swaps
($5 million), and hold the remainder as cash for general corporate
purposes ($13.1 million).  Meanwhile, the company is seeking to
upsize its senior secured revolver from $65 million to
$100 million as part of its bank credit facility refinancing.

The rating upgrade reflects the positive impact of the IPO on the
company's credit profile, in particular a reduction in debt
leverage and interest expenses.  Pro forma for the transaction,
total debt is projected to be reduced to $234.2 million from
$343.3 million as of September 24, 2004.  Accordingly, the pro
forma debt/EBITDA ratio will decline to approximately 3.0 times
from 4.4 times while the pro forma (EBITDA-capex)/interest ratio
will improve to 2.4 times from 1.8 times.  The upgrade also
considered the company's generally good (albeit short) track
record in meeting its financial and operational goals since it was
first rated by Moody's in May 2003.

On the other hand, the ratings are constrained by the company's
high working capital investment needs and modest free cash flow
generation, and some pressures on its profit margins from its
growth initiatives and raw material price increases.  In addition,
Moody's expressed concerns about potential acquisition risks and
noted the increase of the revolving credit line from $65 million
to $100 million, with $70 million available for acquisition
finance.  Moreover, the redemption of $55 million preferred stock
has reduced the junior capital cushion available to support senior
secured bank loans and senior subordinated debt.

The maintaining of the stable rating outlook reflects the
company's generally stable revenue base and financial performance,
partially offset by potential acquisition risks.

The B1 rating on the $200 million senior secured credit facility
reflects its seniority in the company's debt structure but weak
tangible asset coverage.  The facility will be secured by a first
priority lien on the capital stock as well as all assets of the
company and subsidiaries, and will be guaranteed on a senior
secured basis by the company's parent as well as its current and
future subsidiaries.

The B3 rating on the $130 million senior subordinated notes
reflects their unsecured nature, as well as their contractual and
effective subordination to senior debt, including outstandings
under the senior secured credit facilities.  The notes will be
guaranteed, on a senior subordinated basis, by Interline's
existing and future domestic subsidiaries.

Interline Brands, Inc., Jacksonville, Florida, is a distributor of
maintenance, repair and operations products in the US, with LTM
(September 30, 2004) revenues of approximately $707 million.


IWO ESCROW: Moody's Junks Senior Secured & Discount Notes
---------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed
offering of $150 million Senior Secured Floating Rate Notes due
2012 by IWO Escrow Company, and a Caa2 rating to the $75 million
(estimated gross proceeds) Senior Discount Notes due 2015, among
other rating actions.  The rating outlook is revised to stable
from negative.

The affected ratings are:

   -- IWO Holdings, Inc.

      * Senior implied rating -- Caa1 (affirmed)
      * Issuer rating -- Caa3 (upgraded from Ca)
      * 14% Senior Note due 2011-- ratings withdrawn

   -- IWO Escrow Company

      * $150 million Senior Secured Floating Rate Notes due 2012
        -- assigned B3

      * $75 million (proceeds) Senior Discount Notes due 2015 --
        assigned Caa2

The Caa1 senior implied rating reflects the very high leverage of
the company with approximately $975 of debt per subscriber at
September 30, 2004, and total debt/proforma adjusted EBITDA over
7 times.  While IWO will benefit from 'simplified pricing' under
its revised operating agreements with Sprint PCS, free cash flow
is still expected to be below 3% of total debt over the next
12-to-18 months.  IWO will be challenged to reduce these leverage
statistics due to the rapid accretion of the principal amount of
the senior discount notes being issued.

The B3 rating on the senior secured floating rate notes reflects
Moody's opinion of the value of the collateral and guarantee
package available to these creditors, and the lower leverage of
the company through these notes.  At $150 million, this represents
4.7 times LTM pro forma adjusted EBITDA, and approximately
$650 per subscriber.  The Caa2 rating on the senior discount notes
reflects their more junior position in the capital structure and
Moody's opinion of the diminished residual value available to
these noteholders in the event of default, after the senior
secured noteholders' claims have been satisfied.

The rating outlook is stable as Moody's does not expect the
ratings to change over the next 12-to-18 months.  The ratings
would be positively affected should IWO be able to generate over
$40 million in annual EBITDA, an amount sufficient to cover
estimated annual cash interest expense on the FRNs and a decent
level of capital expenditures.  The ratings are likely to be
negatively affected if IWO fails to continue to grow its
subscriber base and cash flows do not grow materially.

IWO has been in default under its existing credit agreement since
March 2003.  The proposed financing is part of a reorganization of
the company through a prepackaged bankruptcy filing.  
Consequently, the new notes will be issued by IWO Escrow Company,
which will be merged into IWO Holdings, Inc., upon bankruptcy
court approval of the reorganization of IWO Holdings, Inc.  
Holders of IWO's existing 14% senior notes due 2011 will receive
equity in the new IWO for their claims and the secured bank
lenders will be fully repaid with proceeds of the proposed
financing.  However, of all the Sprint PCS affiliates that have
reorganized, IWO has the highest amount of bank debt that requires
repayment at $215 million.  Thus, even though total debt will be
reduced in the reorganization, IWO will remain burdened by a
higher amount of debt than its reorganized peers.

Based in Albany, New York, IWO Holdings is a wireless network
partner of Sprint Corp. with franchise area in the northeastern US
including 6.3 million people, and LTM revenues of $184 million.


JACUZZI BRANDS: Earns $5.5 Million of Net Income in Fourth Quarter
------------------------------------------------------------------
Jacuzzi Brands, Inc. (NYSE: JJZ), a leading global producer of
branded bath and plumbing products for the residential, commercial
and institutional markets, reported earnings for the fourth
quarter ended Oct. 2, 2004.  Net sales for the quarter increased
5.0% to $343.7 million compared with net sales of $327.4 million
for the fourth quarter of fiscal 2003.  Operating income for the
quarter increased 78.7% to $22.7 million compared with operating
income of $12.7 million for the fourth quarter of fiscal 2003.  
Net earnings for the quarter improved to $5.5 million from a net
loss of $16.3 million in the fourth quarter of fiscal 2003.

The increase in fiscal 2004 fourth quarter sales includes a $9.3
million benefit from favorable currency exchange rates, while the
increase in fiscal 2004 fourth quarter operating income includes a
$1.0 million benefit.  Fiscal 2004 fourth quarter operating income
includes $13.7 million of restructuring charges, while fiscal 2003
fourth quarter operating income includes $11.6 million of
restructuring charges and $2.5 million of charges related to a
note write-off.  Fiscal 2004 fourth quarter net earnings includes
restructuring charges of $8.2 million, net of tax, or $0.11 per
share. Fiscal 2003 fourth quarter net earnings includes
restructuring charges of $7.1 million, net of tax, or $0.09 per
share, a note write-off of $1.5 million, net of tax, or $0.02 per
share, and debt restructuring costs of $11.7 million, net of tax,
or $0.16 per share.

                        Bath Products

Fiscal 2004 fourth quarter sales of $236.3 million increased 3.0%
over fiscal 2003 fourth quarter sales, led by higher sales of
domestic whirlpool baths, reflecting strong performance in both
jetted and non-jetted baths.  Sales in the European market were
also strong, primarily due to growth in the home center sector.
Favorable currency exchange rates contributed $9.3 million to the
fourth quarter sales increase.  The favorable currency exchange
rates benefit was offset by lower sales at Eljer due to the
rationalization of its unprofitable product lines and softness in
the domestic spa business.

Fiscal 2004 fourth quarter operating income increased by $13.3
million to $3.5 million due primarily to strong sales growth in
the whirlpool bath business, and margin growth in both the
domestic spa and whirlpool bath businesses.  Operating income
includes restructuring charges of $13.7 million in the fourth
quarter of fiscal 2004 and $14.6 million in the fourth quarter of
fiscal 2003.  Operating income as a percentage of sales increased
from 2.1% to 7.3% after adding back the fiscal 2003 and fiscal
2004 fourth quarter restructuring charges.  Fiscal 2004 fourth
quarter restructuring charges consisted of:

   -- $10.1 million in asset impairment, pension curtailment and
      other related charges related to the previously announced
      decision to close Eljer's Tupelo, Mississippi sanitary ware
      plant, which is expected to be completed by June 2005;

   -- $2.1 million related to the downsizing of the Ford City,
      Pennsylvania plant, which is expected to be substantially
      completed by the end of December 2004;

   -- $0.2 million related to the closure of the Salem, Ohio
      plant, which ceased production in May 2004; and

   -- $1.3 million related to the continued consolidation of
      administrative functions into the Dallas, Texas shared
      services center.

The fiscal 2003 restructuring charges primarily related to the
closing of the Salem, Ohio plant and the Plant City, Florida spa
facility.

Fourth quarter operating results also benefited from favorable
exchange rates, which increased earnings in the fourth quarter of
fiscal 2004 by $1.0 million in comparison with the fourth quarter
of fiscal 2003.

                        Plumbing Products

Sales in the Plumbing Products segment increased 13.3% in the
fourth quarter of fiscal 2004 from the comparable prior year
period. Sales growth, on a percentage basis, exceeded that of the
industry.  Sales increased across all product lines primarily due
to a slight rebound in the U.S. commercial and institutional
construction market coupled with favorable pricing, product
innovations and a continuation of the targeted marketing programs.
The PEX and Commercial Brass product lines experienced the
strongest sales growth, which was driven by superior sensor
technology and the market's continued conversion of copper pipe to
PEX tubing in plumbing applications.

Operating income for the fourth quarter of fiscal 2004 increased
8.0% to $17.5 million. Strong sales volume and favorable pricing
more than offset higher scrap iron and steel costs.  The Company
implemented initiatives targeting procurement and finished product
pricing to offset the increased raw material costs.  As a result,
operating margins decreased by only 1% from 22% in the fourth
quarter of fiscal 2003 to 21% in the fourth quarter of fiscal
2004.

                              Rexair

Rexair's sales and operating income for the fourth quarter of
fiscal 2004 were essentially flat compared to the same period of
the prior year.  Rexair completed the rollout of the new e(2)
RAINBOW(TM) vacuum cleaner system in the second quarter of fiscal
2004.

Corporate Expenses and Other - Corporate expenses increased to
$5.5 million in the fourth quarter of fiscal 2004 from $0.9
million in the fourth quarter of fiscal 2003.  A favorable
adjustment of $3.2 million was recorded in the fourth quarter of
fiscal 2003 reversing previously established reserves for vacant
leased space now occupied by the shared services center in Dallas,
Texas.  Corporate expenses in the fourth quarter of fiscal 2004
reflected reduced pension income due to a lower discount rate,
increased consulting fees, increased costs associated with
Sarbanes-Oxley compliance and amortization associated with the
restricted stock issued in conjunction with an option exchange
offer.

Interest expense in the fourth quarter of fiscal 2004 was down
$1.6 million from the fourth quarter a year ago reflecting the
Company's reduced debt levels and lower interest rates realized as
a result of the July 2003 refinancing and the June 2004 bank
amendment.  Total debt (notes payable, current maturities of long-
term debt and long-term debt) at October 2, 2004, of $471.8
million has been reduced from September 27, 2003, levels of $500.1
million.  Net debt (total debt of $471.8 million at October 2,
2004, and $500.1 million at September 27, 2003, less cash and cash
equivalents of $39.6 million at October 2, 2004 and $31.2 million
at September 27, 2003) decreased from $468.9 million to $432.2
million at October 2, 2004. Free cash flow (cash flow from
operating activities of $44.6 million less capital spending, net
of asset sales,c of $17.0 million) was $27.6 million for fiscal
2004.  The decrease in debt combined with increased earnings
continues to move the Company closer towards its goal of achieving
investment grade ratios.

Other expenses, net, decreased $20.6 million to $2.4 million in
the fourth quarter of fiscal 2004 as compared to the fourth
quarter of fiscal 2003.  The fourth quarter of fiscal 2003
included a charge of $19.2 million related to the Company's July
2003 refinancing and debt restructuring.

                       Fiscal Year Summary

Net sales for fiscal 2004 were up 13.0% to $1.35 billion as
compared to net sales of $1.19 billion for fiscal 2003.  The
increase was the result of strong sales in the Bath Products and
Plumbing Products segments.  The increase in the Bath Products
segment resulted from continued growth in the domestic spa and
bath businesses, due to an expanded specialty retailer base, as
well as growth in the European bath and sink businesses, which was
primarily the result of continued higher sales to the home center
channel.  Fiscal 2004 sales in the Bath Products segment also
included a $38.3 million benefit from favorable currency exchange
rates.  Sales growth in the Bath Products segment was partially
offset by an approximate 12% decrease in sales at Eljer, as a
result of the rationalization of unprofitable product lines.

The increase in Plumbing Products segment sales was the result of
continued market penetration, particularly in the PEX and
Commercial Brass product lines.  Sales in these product lines were
driven by superior sensor technology and the market's continued
conversion of copper pipe to PEX tubing.  Fiscal 2003 sales in the
Plumbing Products segment included an $8.6 million sale of a
technology license.

Fiscal 2004 earnings from continuing operations of $0.38 per share
includes restructuring charges of $22.3 million ($13.6 million,
net of tax) or $0.18 per share.  The Company reported fiscal 2004
earnings before restructuring of $0.56 per share (see attached
reconciliation).  For the year, the Bath Products segment
increased operating margins before restructuring by 260 basis
points, from 2.7% to 5.3% of sales, above the Company's goal of
150 - 200 basis points in improvement per year.

The Company expects to incur additional restructuring charges of
approximately $6.6 million, ($4.4 million, net of tax), or $0.06
per share in fiscal 2005 related to the Tupelo, Ford City, Salem
and shared services initiatives.  Each of these actions is part of
the Company's previously announced ongoing initiatives to improve
the operating performance of the Bath Products segment.

                              Outlook

David H. Clarke, Chairman and Chief Executive Officer of Jacuzzi
Brands, Inc., stated, "We are very pleased with the results at
each of our businesses during fiscal 2004.  Over the past few
months, we have been experiencing a degree of sales softness in
some areas particularly in our domestic spa business.  Margins
have been hurt by commodity price increases but these costs will
be offset in future periods by low cost sourcing initiatives and
by price increases agreed with our customers.  These factors were
taken into account in our previously announced fiscal 2005 outlook
of $0.67 to $0.71 per diluted share.  We remain committed to our
growth which will be supported by the introduction of innovative
new products and an adherence to the highest standards of quality
and customer service."

As previously announced, the Company expects to report net
earnings for its fiscal year ending September 30, 2005 of between
$0.61 to $0.65 per diluted share, which will include restructuring
charges of $0.06 per diluted share related to plant closings and
other actions initiated during fiscal 2004.  Excluding these
charges, net earnings for fiscal 2005 are expected to be in a
range of $0.67 per diluted share to $0.71 per diluted share.

                        About the Company

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

                          *     *     *

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

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


KAISER ALUMINUM: Disclosure Statement Hearing Slated for Dec. 20
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
will convene a hearing on December 20, 2004, to consider approval
of the disclosure statements accompanying the plans of liquidation
filed by Alpart Jamaica, Inc., and Kaiser Jamaica Corporation, and
Kaiser Alumina Australia Corporation and Kaiser Finance
Corporation.  Objections or further modifications to the
Disclosure Statements are due December 10.

At the hearing, the Court will find whether the Disclosure
Statements contain adequate information within the meaning of
Section 1125 of the Bankruptcy Code to allow a hypothetical
creditor of Kaiser Aluminum Corporation and its debtor-affiliates
to make an informed decision whether to accept or reject the Plan.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of  
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones
Day, represent the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 55;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KB HOME: Moody's Assigns Ba1 Rating to $300 Million Senior Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to KB Home's
$300 million of senior notes due 2015.  At the same time, Moody's
confirmed all of the company's existing ratings, including the
senior implied rating, issuer rating, and the ratings on the
company's existing senior notes at Ba1 and on its senior
subordinated debt at Ba2. The ratings outlook is positive.

The positive ratings outlook reflects KB Home's improving
financial results and profile and success at reducing its earnings
concentration in California.

The ratings incorporate the company's leading share position in
many of the markets that it serves, successful track record both
in de novo expansions and in integrating acquisitions, and long
history through various cycles.  However, the ratings also
consider the financial and integration risks that accompany an
aggressive expansion strategy, the still-sizable concentration of
land inventory values and profits in California, the growing
proportion of profits coming out of one market-Las Vegas, and the
large, ongoing share repurchase program.

The rating actions for KB Home are:

   * Ba1 on $300 million of 5.875% senior notes due 1/15/15 is
     assigned.

   * Ba1 senior implied rating is confirmed.

   * Ba1 senior unsecured issuer rating is confirmed.

   * Ba1 on $350 million of 6.375% senior notes due 8/15/11 is
     confirmed.

   * Ba1 on $250 million of 5.75% senior notes due 2/01/14 is
     confirmed.

   * Ba2 on $200 million of 8.625% senior subordinated notes due
     12/15/08 is confirmed.

   * Ba2 on $300 million of 7.75% senior subordinated notes due
     2/01/10 is confirmed.

   * Ba2 on $250 million of 9.5% senior subordinated notes due
     2/15/11 is confirmed.

All of KB Home's debt is guaranteed by its operating subsidiaries.

Proceeds of the new note offering will be used to pay down
drawings under the company's revolver, with the balance, if any,
to be added to working capital.  Pro forma for this $300 million
note offering, repayment of $281 million drawn under the revolver,
and addition of the balance to working capital as of the company's
third fiscal quarter ended August 31, 2004, total homebuilding
debt/capitalization would be a seasonally high 54.1%.  Moody's
expects this ratio to be worked down by fiscal year-end, although
it is unlikely that the company will make its target of 45% by
that date.

Going forward, consideration for further improvement in the
company's ratings will depend on the company's continuing to
improve key financial metrics while further deleveraging the
balance sheet.  Factors that could stress the ratings going
forward include a sizable share repurchase program, a large
impairment charge, and a major acquisition involving large amounts
of issued or assumed debt that had a significant effect on debt
leverage.

Founded in 1957 and headquartered in Los Angeles, California, KB
Home is one of America's largest homebuilders, with domestic
operating divisions in the following 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.  KB Home's fiscal 2003
revenues and net income were $5.9 billion and $371 million,
respectively.

                        
KEY ENERGY: To Seek Additional Waivers for Late SEC Filings
-----------------------------------------------------------
Key Energy Services, Inc. (NYSE: KEG) will not be able to deliver
audited financial statements for the year ending Dec. 31, 2003,
and unaudited financial statements for the first three quarters of
2004 by the Dec. 31, 2004, filing deadline set forth under the
terms of the Company's senior credit agreement and consent with
the holders of the Company's 6-3/8% senior notes due 2013 and
8-3/8% senior notes due 2008.  As a result, the Company will seek
additional waivers from the lenders under its senior credit
facility and additional consents from its noteholders.

As previously disclosed, the Company's restatement process is
ongoing.  The Company's auditors are conducting their review of
the analysis prepared by the Company and presently, management
estimates the total amount of the asset write-down will be between
$165 and $195 million.  The final amount of the write-down won't
be known until the Company completes the process of matching
physical assets to its accounting records.  The independent
auditors are reviewing that information, and the company cannot
predict at this time when that review will be completed.

The Company has begun discussions with its revolving credit
facility lenders for an extension of the date by which the Company
must deliver audited financial statements for 2003 and unaudited
financial statements for the first three quarters of 2004 to March
31, 2005.  Based on the discussions to date, the Company believes
that the lenders will grant an extension and waiver, but there can
be no assurance that an extension or waiver will in fact be
obtained or as to the conditions of, or fees and costs associated
with, obtaining the waiver.  Failure to obtain an extension and
waiver under the existing revolving credit facility prior to
December 31, 2004, would result in a default under the facility.

As of August 31, 2004, the consortium of lenders under the
Company's senior credit agreement were:

     * PNC BANK, NATIONAL ASSOCIATION,
         individually and as Administrative Agent
     * WELLS FARGO BANK, NATIONAL ASSOCIATION, successor-by-merger
         to Wells Fargo Bank Texas, National Association,
         individually and as Co-Lead Arranger
     * CALYON NEW YORK BRANCH,
         individually and as Syndication Agent
     * BANK ONE, NA,
         individually and as Co-Documentation Agent
     * COMERICA BANK,
         individually and as Co-Documentation Agent
     * BNP PARIBAS
     * GENERAL ELECTRIC CAPITAL CORPORATION
     * HIBERNIA NATIONAL BANK
     * NATEXIS BANQUES POPULAIRES and
     * SOUTHWEST BANK OF TEXAS, N.A.

Under terms of the existing consents with the Company's
noteholders, the Company has until December 31, 2004, to file and
make available its annual report on Form 10-K for the year ending
December 31, 2003, and its quarterly reports on Form 10-Q for the
first three quarters of 2004.  In the event that the Company is
not able to meet this deadline, the Company has a 60-day cure
period from the time it receives a notice of potential default
from the Trustee or the holders of 25% of the principal amount of
either series of notes.  The Company intends to begin the process
of seeking consents from the noteholders before the end of 2004.
There can be no assurance that consents will be obtained or as to
the terms and conditions of such a consent.

In addition, the Company intends to advise the lessors of certain
equipment leases of the likely delay and request that they grant
extensions until March 31, 2005.  Failure to obtain these
extensions will result in a default under these facilities.

The Company's revolving credit agreement and certain of its lease
agreements have cross default provisions which would trigger a
default under those agreements if the Company defaults under other
indebtedness.  The trigger amounts for the revolving credit
agreement and those equipment leases are $20 million and $5
million, respectively.  In addition, the Company's 8-3/8% and
6-3/8% senior notes' indentures contain provisions that would
trigger defaults upon a payment default under other indebtedness
or an acceleration of other indebtedness that, in either case,
must be between $15 million and $25 million, respectively.
Accordingly, failure to secure waivers or consents from all of the
lenders could result in cross defaults even under debt agreements
where waivers or consents have been received.

                        About the Company

Key Energy Services, Inc., is the world's largest rig-based well
service company.  The Company provides oilfield services including
well servicing, contract drilling, pressure pumping, fishing and
rental tools and other oilfield services.  The Company has
operations in all major onshore oil and gas producing regions of
the continental United States and internationally in Argentina and
Egypt.

                          *     *     *

As reported in the Troubled Company Reporter on August 19, 2004,
Standard & Poor's Ratings Services' 'B' corporate credit rating on
Key Energy Services Inc. remains on CreditWatch with developing
implications.

Midland, Texas-based Key had about $485 million of total debt
outstanding as of June 30, 2004.  


KMART CORP: R & F Presses for Payment of $2,000,000 Lease Claim
---------------------------------------------------------------
R & F Henrietta, LLC, was a landlord to Kmart Corporation under a
nonresidential real property lease for premises located in
Henrietta, New York.  The Premises are located within a "shopping
center" as defined by Section 365(b)(3) of the Bankruptcy Code.

R & F and Kmart entered into a Termination of Lease Agreement on
November 14, 2001, pursuant to which Kmart was required to pay
R & F $4,969,922 in two installments:

    -- $2,969,922 on December 17, 2001, and
    -- $2,000,000 on February 1, 2002.

In addition, Kmart was required to execute and deliver to R & F
two promissory notes evidencing Kmart's obligation to pay the
Termination Fee.

Kmart delivered the promissory notes to R & F but failed to pay
the $2,000,000 second installment of the Termination Fee.

R & F filed an administrative claim, Claim No. 372 for $2,000,000,
for Kmart's failure to pay the outstanding balance under the
Promissory Note postpetition.

On June 30, 2003, Kmart sought to reclassify the Claim as a
general unsecured claim.  R & F did not object and does not object
to the treatment of the Claim.  No order has been entered and the
hearing has been continued to December 14, 2004.

Micah R. Krohn, Esq., at Neal, Gerber, & Eisenberg, LLP, in
Chicago, Illinois, contacted Kmart and requested that the Claim be
allowed as a general unsecured claim.  However, Kmart refused to
do so.

           Distributions Required by the Confirmed Plan

Mr. Krohn asserts that the Plan provides that an allowed general
unsecured claim will receive its "Pro Rata share of the Trade
Vendor/Lease Rejection Claimholder Share, subject to dilution,
with the amount of each Trade Vendor/Lease Rejection Claimholder's
Pro Rata share equal to the total number of Trade Vendor/Lease
Rejection Claimholder Shares multiplied by a fraction, the
numerator of which is equal to the amount of the Trade
Vendor/Lease Rejection Claims" and "its Pro Rata share of the
Trust Recoveries if any. . . ."

The Plan also provides that the distributions "shall be made on a
Periodic Distribution Date."  Mr. Krohn points out that "Periodic
Distribution Date" is defined as the "Distribution Date," which
has passed, and "the first Business Day occurring on or
immediately after each subsequent October 1st, January 1st, April
1st, and July 1st."  In accordance to the terms of the Plan, the
next Periodic Distribution Date is January 3, 2005.

Accordingly, R & F asks the Court to:

    (a) allow Claim No. 372 as a general unsecured claim in its
        entirety pursuant to the Plan; and

    (b) compel distributions of stock and trust recoveries as
        required by the confirmed Plan with respect to the allowed
        Claim by the next Periodic Distribution Date.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- is the  
nation's second largest discount retailer and the third largest
merchandise retailer.  Kmart Corporation currently operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  (Kmart Bankruptcy News, Issue No. 85; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KRONOS INTERNATIONAL: Moody's Affirms Low-B Ratings
---------------------------------------------------
Moody's Investors Service affirmed the ratings on Kronos
International, Inc.'s 8-7/8% senior secured notes due 2009. The
ratings of KII reflect product concentration in titanium dioxide
pigments -- TiO2 -- that is a cyclical commodity product affected
by economic conditions.  Currently, prices of TiO2 have stabilized
with evidence of price improvement following price declines in the
latter half of 2003 and first half of 2004.  Moody's believes that
in the intermediate term industry supply is being managed to
better match global demand.  The ratings of KII further consider
moderately high leverage, geographic concentration of its sales
and plants in Europe, the company's partial reliance as a holding
company on dividends from its European subsidiaries that do not
provide guarantees to service its debt, the ability of the company
under the indenture governing the proposed notes to make
significant distributions or dividends, and our expectation that
material dividends will be made.  At September 30, 2004, KII had
approximately $220 million available for payment of dividends and
other restricted payments as these payments are defined in the
Senior Secured Notes indenture.  Subsequent to the quarter end
loans were made to the parent such that this payments basket is
now below $20 million.  The rating outlook is stable.

Ratings affirmed:

   * Euro 375 million 8-7/8% senior secured notes, due 2009 -- B2
   * Senior Implied -- B1
   * Issuer Rating -- B2

The ratings of KII also recognize its solid market positions in
TiO2, and the favorable long-term global industry fundamentals of
TiO2, including a limited number of producers, and substantial
barriers to entry with no new plants expected in the intermediate
term.  The ratings also reflect customer diversity, and the
company's track record of strong cash flow through the cycle, good
returns on assets, and meaningful improvement in credit metrics
since 2002.

The B2 rating of the senior secured notes of KII reflects their
structural subordination to all of the debt and other liabilities
of the company's operating subsidiaries.  The ratings also take
into account the fact that the non-guarantor subsidiaries are the
operating companies with the company's assets, sales and earnings.   
Therefore, in a distress situation the debt and obligations of the
subsidiaries would be paid before the notes, although the notes
benefit from a first lien on 65% of the equity of certain
operating subsidiaries, and the indenture governing the notes
limits additional debt.

The ratings are constrained by the support that KII is expected to
provide to other companies in the corporate family by payment of
dividends or distributions.  The stable rating outlook reflects
our expectation that the company's credit statistics may be above
average for its rating category over time, but that material
distributions or dividends are expected.  A significant sustained
deterioration in the company's earnings or an adverse change in
the current improving TiO2 industry fundamentals would put
negative rating pressure on the ratings.  Factors that could
support an upgrade include a sustained improvement in earnings,
and improved cash flows.

Moody's expects that KII's 2005 earnings will be stronger than the
last twelve-month period due primarily to the prospect of higher
average prices and improved volumes.  Average TiO2 selling prices
in the third quarter of 2004 were 2% higher versus the second
quarter of 2004.  Kronos has announced additional price increases
in June and September, which are targeted to be implemented in
late 2004 and January 2005 respectively.  For the third quarter of
2004 operating income net of other income was $23.5 million
compared with interest expense of $8.5 million (EBIT/Interest of
2.8x).  Moody's calculates that on a pro forma LTM basis with the
add-on notes as of 09/30/04, Debt/EBITDA was moderate at 3.4 times
and Debt/Book Capitalization was 60%.

KII is a wholly owned subsidiary of Kronos Worldwide, Inc.,
(NYSE:KRO) and the net proceeds of the offering will be loaned to
KRO.  At September 30, 2004, NL Industries, Inc., (NYSE:NL) held
approximately 49% of KRO outstanding common stock.  NL Industries,
Inc., was owned approximately 83% by Valhi, Inc., and a wholly
owned subsidiary of Valhi.  Valhi and the wholly owned subsidiary
of Valhi held an additional 45% of KRO's outstanding common stock.
Contran Corporation and its subsidiaries held approximately 90% of
Valhi's outstanding common stock.  Substantially all of Contran's
outstanding voting stock is held by trusts established for the
benefit of certain children and grandchildren of Harold C.
Simmons, of which Mr. Simmons is sole trustee, or is held by Mr.
Simmons or persons or other entities related to Mr. Simmons.  Mr.
Simmons, the Chairman of the Board of Valhi, Contran, NL, Kronos
and the Company may be deemed to control each of such companies.
KRO, NL, Valhi, and Contran are currently unrated by Moody's.

The ratings also take into account the uncertainty regarding
pending litigation against NL Industries, Inc., and possible
future claims in particular related to potential lead paint
liability.  Moody's recognizes that with respect to lead paint
litigation no adverse judgment or settlement payments have been
made and neither KII nor KRO are a party to such litigation.  If,
however, an adverse judgment were entered against NL Industries,
and if NL Industries were forced to divest of its interest in KII
in order to raise cash to satisfy such judgment, a change of
control could occur with uncertain credit implications and a
negative rating action could result.

The senior secured notes are secured by 65% of the capital stock
of the company's first-tier operating subsidiaries that may be
released upon the satisfaction of the sale or disposition
conditions of the indenture.  The indenture governing the notes
limits additional indebtedness to a consolidated fixed charge
coverage ratio of 2.5 to 1 times, and permits additional debt of
$20 million of the company, $20 million of its restricted
subsidiaries, and $15 million for capitalized leases and purchase
money indebtedness.  The indenture limits restricted payments to
consolidated fixed charge coverage of 3.0 to 1 times, 75% of
cumulative consolidated net income, and certain other limitations.
The indenture also limits liens, merger, consolidation, and asset
sales, and provides for repurchase upon change of control.

KII is incorporated in Delaware, and is registered in the
Commercial Register of the Federal Republic of Germany, and
conducts its operations through four principal subsidiaries in the
Germany, Denmark, France, and the UK.  The company believes that
it is the second largest producer of titanium dioxide in Europe
with an estimated market share of 18% of European sales and has
the largest share of sales volumes in Germany and Scandinavia.  It
operates four plants (including the Leverkusen chloride process
facility in Germany with a capacity of 144,000 metric tons that is
world scale, two sulfate process plants in Germany, one chloride
process plant in Belgium, and one sulfate process plant in Norway)
with a total capacity of 338,000 metric tons of TiO2 per year.  It
also operates an ilmenite ore mine in Norway that produces a
feedstock used in the TiO2 sulfate process.  About 65% of KII's
production is based upon its chloride process, which Moody's
believes represents about 60% of industry capacity and is expected
to grow, and the balance utilizes the sulfate process.  The
sulfate process is subject to more environmental regulation than
the chloride process.

Kronos International, Inc., is a wholly owned subsidiary of Kronos
Worldwide, Inc., headquartered in Dallas, Texas and produces TiO2
pigments in Europe.  For the 12 months ended September 30, 2004,
the company reported sales of $784 million.


LEHMAN BROTHERS: S&P Junks Six Mortgage Securitization Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of Lehman Brothers Floating Rate Commercial Mortgage Trust
2000-LLF C7's multiclass pass-through certificates.  Concurrently,
the rating on class K is raised, and the ratings on six other
classes are affirmed from the same transaction.

The lowered ratings are the result of operating performance
declines in the two remaining loans in the transaction.  The
raised and affirmed ratings reflect the paydown of the
transaction's certificate balance.

At Standard & Poor's last review on March 31, 2003, the principal
balance of the pool was $761 million, compared with the current
balance of $121.1 million, which represents a reduction of 84%.
The two loans are both one-month, LIBOR-based adjustable loans,
down from the 11 at the last review.  The master servicer, Midland
Loan Services Inc., provided Dec. 31, 2003, net cash flow -- NCF
-- DSC figures for the two loans.

Based on this information, Standard & Poor's calculated a weighted
average DSC of 1.45x, down from 3.52x at the last review.  To
date, the trust has experienced no losses, and both loans are
current.  With only two loans remaining, the property type is
concentrated in lodging (66%) and office (34%).  

The trust collateral is also concentrated geographically across
five states with:

   -- California (64%),
   -- New York (15%), and
   -- Ohio (15%),

which accounts for more than 10% of the pool balance.

The Boykin hotel portfolio loan has an A/B/C note structure with a
current in-trust balance of $80.3 million (66%).  The A note of
69.1 million is held in the trust while the B note of $11.2
million is raked.

The collateral properties are six full- and limited-service hotels
with various flags located across five states with a total of
1,631 rooms.  At the last review, the portfolio consisted of nine
assets and 2,184 rooms.  Because of the general lodging market
declines and the portfolio's reliance on several airport based
assets, the portfolio's performance has declined due to the
general decline in corporate travel.  The occupancy and revenue
per available room -- RevPAR -- at the last review was 69% and
$64.28, respectively.  For the trailing 12 months ending Aug. 31,
2004, occupancy and RevPAR was 68% and $58.98, respectively.  NCF
during this period declined to $6.3 million from $11.9 million at
the last review.  The loan has used both available extensions and
will mature July 1, 2005.

The Francisco Bay Office loan has an A/B note structure with a
current in-trust A note balance of $40.8 million (34%).  The
collateral property is a 287,895-sq.-ft. office building in the
North Beach submarket of San Francisco, California.  The occupancy
as of Aug. 31, 2004, was 41%, a decline from 60% at the last
review.  The occupancy has remained at around 40% for the past
year.  According to REIS, the North Beach submarket has a vacancy
rate of approximately 20% and an average lease rate near $25 per
sq. ft.

Annualized NCF for the eight months ending Aug. 31, 2004, declined
to $1.2 million from $4.8 million at the last review.  The loan
has used one extension, and the final extension is conditionally
in place pending documentation.  Assuming the final extension is
approved, the loan will mature April 30, 2005.

Standard & Poor's performed a stabilized analysis in order to
revalue both loans.  The lowered ratings reflect the resultant
value reductions.
    
                         Ratings Lowered

                         Lehman Brothers
       Floating Rate Commercial Mortgage Trust 2000-LLF C7
                Multiclass pass-thru certificates
   
                    Rating           Credit Enhancement
          Class   To      From       (pooled interests)
          -----   --      ----       ------------------
          M       B+      BB                   24.16(%)
          N       B       B+                   21.18(%)
          P       B-      B                    18.20(%)
          J-BO    CCC+    BB-                   0.00(%)
          K-BO    CCC     B+                    0.00(%)
          L-BO    CCC-    B                     0.00(%)
    
                          Rating Raised
   
                         Lehman Brothers
       Floating Rate Commercial Mortgage Trust 2000-LLF C7
                Multiclass pass-thru certificates
   
                    Rating           Credit Enhancement
          Class   To      From       (pooled interests)
          -----   --      ----       ------------------
          K       AAA     BBB                  83.72(%)
   
                        Ratings Affirmed
   
                         Lehman Brothers
       Floating Rate Commercial Mortgage Trust 2000-LLF C7
                Multiclass pass-thru certificates
   
                                  Credit Enhancement
             Class   Rating       (pooled interests)
             L       BBB-                   45.00(%)
             Q       CCC+                   16.71(%)
             S       CCC                    15.22(%)
             T       CCC                    14.03(%)
             U       CCC-                   12.84(%)
             X-2     AAA                    N/A
   
                      N/A - Not applicable


MARINER HEALTH: Will Modify Injunction for Four ADR Claims
----------------------------------------------------------
Certain claims against MHG remain unresolved and must be
liquidated through litigation.  Russell C. Silberglied, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, relates
that Litigation of around 1,000 prepetition claims, which allege
personal injury, wrongful death, employment discrimination, or
other employment misconduct have been stayed during the pendency
of the Debtors' Chapter 11 cases by three separate injunctions at
various times:

    * the automatic stay;
    * the Alternative Dispute Resolution Injunction; and
    * the Discharge Injunction.

Under the ADR Term Sheet, the ADR Claimant whose claim was not
resolved through the ADR Procedures could modify the automatic
stay to permit liquidation of his or her claim by filing a
stipulation with the Court, which the Reorganized Debtors
committed to sign provided that the Claimant had fully
participated in the ADR Procedure.  The claim could then be
liquidated in court.

Accordingly, at the MHG Debtors' request, Judge Walrath orders
that:

    (a) the automatic stay and discharge injunction is modified
        for the limited purpose of permitting those claims to be
        liquidated in a non-bankruptcy forum of appropriate
        jurisdiction, with respect only to:

        * Eleanor Bulson -- Claim No. 484,

        * Marian Cunningham -- Claim No. 50014,

        * Felicia Diaz -- Claim No. 1542, and

        * James Hopke - Claim No. 2562;

    (b) each ADR Claim will remain a "disputed claim" as defined
        in the Plan; and

    (c) the time period and deadlines set forth in Section
        108(c)(2) of the Bankruptcy Code is deemed to accrue from
        November 15, 2004.

Section 108(c) provides that:

      "Except as provided in section 524 of this title, if
      applicable nonbankruptcy law, an order entered in a
      nonbankruptcy proceeding, or an agreement fixes a
      period for commencing or continuing a civil action in
      a court other than a bankruptcy court on a claim
      against the debtor, or against an individual with
      respect to which such individual is protected under
      section 1201 or 1301 of this title, and such period
      has not expired before the date of the filing of the
      petition, then such period does not expire until the
      later of --

      (1) the end of such period, including any suspension
          of such period occurring on or after the
          commencement of the case; or

      (2) 30 days after notice of the termination or
          expiration of the stay under section 362, 922,
          1201, or 1301 of this title, as the case may be,
          with respect to such claim."

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)


METROMEDIA INT'L: Files Quarterly Report & Cures Reporting Default
------------------------------------------------------------------
Metromedia International Group, Inc. (OTCBB: MTRME) (PINK SHEETS:
MTRMP), the owner of interests in various communications and media
businesses in Russia and the Republic of Georgia, filed with the
Securities and Exchange Commission its 2004 Third Quarter Form
10-Q.  Simultaneously with the filing of the Current Quarterly
Report with the SEC, the Company delivered a copy thereof to the
Trustee of its 10-1/2% Senior Discount Notes due 2007 and thereby
cured a default condition within the specified cure period
provided for under the Indenture governing the Senior Notes.  As
previously reported, the Trustee had advised the Company on
Nov. 19, 2004, that it must provide the Trustee with its Current
Quarterly Report by Jan. 18, 2005, or the Trustee would be forced
to declare an Event of Default under the Indenture.

               About Metromedia International Group

Through its wholly owned subsidiaries, the Company owns interests
in communications businesses in Russia and the Republic of
Georgia. Since the first quarter of 2003, the Company has focused
its principal attentions on the continued development of its core
telephony businesses, and has substantially completed a program of
gradual divestiture of its non-core cable television and radio
broadcast businesses. The Company's core telephony businesses
include PeterStar, the leading competitive local exchange carrier
in St. Petersburg, Russia, and Magticom, the leading mobile
telephony operator in the Republic of Georgia.

At Sept. 30, 2004, Metromedia International's balance sheet showed
a $6,497,000 stockholders' deficit, compared to a $13,155,000
deficit at Dec. 31, 2003.


MIRANT CORP: Pepco Demands Payment for Contractual Obligations
--------------------------------------------------------------
Pepco said it will immediately take legal action to require Mirant
Corp. to continue to make monthly payments to Pepco as required by
contract.  This followed Mirant's Notice, filed Dec. 9 in the
United States Bankruptcy Court, stating that it will unilaterally
cease payments to Pepco.  These payments are required as part of
the agreement under which Mirant purchased Pepco's generating
assets in December 2000.  Pepco is a subsidiary of Pepco Holdings,
Inc. (NYSE: POM).

Since declaring bankruptcy in July 2003, Mirant has repeatedly and
unsuccessfully attempted to obtain legal approval to terminate its
contractual obligations to pay Pepco for the cost of electricity
which Pepco provides to Mirant.  Pepco is seeking immediate relief
from this unilateral action and will take whatever additional
actions are necessary to ensure Mirant is required to continue to
perform under its contractual obligations.

"Mirant's action cannot be supported legally," said Kirk J. Emge,
Pepco General Counsel.  "It is a breach of agreements approved by
the Federal Energy Regulatory Commission.  Clearly, Mirant is
frustrated by its failure to obtain court approval to reject its
contractual obligations, and we are outraged that it has now
resorted to this desperate and illegal measure.  We have a strong
legal case to hold Mirant to its contractual obligations.  We are
taking all appropriate actions to protect our customers and
shareholders and will seek full recovery of any losses caused by
Mirant's unilateral actions," he added.

Contrary to prior representations made before the courts, Mirant
is now taking the presumptuous step of acting without proper legal
authority, especially in light of the fact that the issue was
already pending before the appropriate legal body.

                            About PHI

Pepco Holdings, Inc., is a diversified energy company with
headquarters in Washington, D.C.  Its principal operations consist
of Pepco and Conectiv Power Delivery, which deliver 50,000
gigawatt-hours of power to more than 1.8 million customers in
Washington, Delaware, Maryland, New Jersey and Virginia.  PHI
engages in regulated utility operations by delivering electricity
and natural gas, and provides competitive energy and energy
products and services to residential and commercial customers.

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.


NAVISTAR INTL: Expects 4th Quarter Profits to Be Highest Ever
-------------------------------------------------------------
Navistar International Corporation (NYSE:NAV), the nation's
largest combined commercial truck and mid-range diesel engine
producer, reported that fourth quarter earnings should be the
highest for any quarter in company history as it returned to full-
year profitability for the first time since 2000.  Final 2004
results are expected to be available prior to filing of the
company's Form 10-K report in the first week of January.

Earnings for the fourth quarter are expected to be at least $148
million, equal to $1.88 per diluted common share.  At that level,
fourth quarter earnings would equal the record $148 million
reported in the fourth quarter of 1979.  In the fourth quarter a
year ago, the company earned $77 million or $1.00 per diluted
common share, which included a benefit of $0.28 per diluted common
share from adjustment of restructuring charges.

Consolidated sales and revenues for the fourth quarter of fiscal
2004 are expected to total $3.0 billion, compared with $2.0
billion a year earlier.

Final 2004 financial results are pending the outcome of an
anticipated adjustment from the application of certain accounting
standards at the company's finance subsidiary.  When completed,
the adjustments are expected to result in a positive earnings
impact.

Daniel C. Ustian, Navistar chairman, president and chief executive
officer, said that fourth quarter results will reflect improvement
in the company's cost structure, including significant reductions
in the number of hours per unit required to produce trucks and
engines at the company's manufacturing plants.  Engine shipments
were at record levels and the company's truck and engine parts
business recorded its 13th consecutive year of record sales with
the highest annual percentage gain in history.

"We delivered on our commitments with great products and a more
competitive cost structure while laying the groundwork for
substantial growth," Mr. Ustian said.

Excluding any positive impact from the anticipated adjustment,
fourth quarter results are expected to raise earnings for the full
year to at least $236 million, or $3.07 per diluted common share,
compared with a net loss of $18 million, equal to ($0.27) per
diluted common share in fiscal 2003.  In August, Navistar said
that earnings for fiscal 2004 would be $2.95 or more per diluted
common share.

Sales and revenues for the year ended October 31, 2004, are
expected to total $9.6 billion, up from $7.3 billion a year
earlier, marking the first time in the company's history that
sales and revenues topped $9 billion.

Mr. Ustian will tell security analysts later today that Navistar
is on track to "create a new reality" in the next five years and
expects to become a consistently and solidly profitable $15
billion company.  The goal is to achieve 10 percent pretax margins
in all business units and produce $1 billion in annual net income.

"We are driving beyond our traditional markets with new ideas that
build on our competencies and proactively address major areas of
customer needs," Mr. Ustian said.  "We plan to take full advantage
of our integrated products, our reputation as the engine supplier
of choice, our extensive parts and service business and our broad
range of finance offerings."

Based on the current outlook, Mr. Ustian said that earnings in
2005 should be in the range of at least $4.60 to $5.00 per diluted
common share.  The 2005 guidance includes the assumption of a $65
million tax rate benefit.  Earnings for the three months ending
January 31, 2005, will be impacted by the traditional holiday
shutdown at the company's manufacturing plants and should be in
the area of $0.20 to $0.25 per diluted common share.

Mr. Ustian said major accomplishments during fiscal 2004 included:

   -- The truck group delivered on its commitment to improve its
      competitive cost structure by reducing production costs by
      $1,600 per vehicle.  The group ended fiscal 2004 with strong
      momentum as heavy truck market share climbed to 19 percent
      in October and averaged more than 17 percent market share
      for the full year, an increase of 3 percentage points over
      2003 and the highest level since 1999.  Bus body share for
      the year totaled a record 53 percent, an increase of 11
      percentage points over 2003.

   -- Engine shipments increased to a record 433,000 units, up
      from 396,000 units a year earlier.  The launch of the latest
      version of the 6-liter V8 engine in Ford heavy-duty pickup
      trucks was successful and Ford's dieselization rate in
      heavy-duty pickup trucks is running at nearly 70 percent.
      The cost to develop emissions compliant engines impacted
      engine group margins and the group has initiated new cost-
      reduction programs.

Manufacturing gross margins for the year will be in the area of
13.8 percent compared with 12.3 percent a year earlier.  Margins
were impacted by warranty costs associated with the 6-liter V8
engines produced in early 2003 and the cost of in-the-field
corrections to assure truck and engine product quality.

"Improved manufacturing quality is a top priority and in 2004 we
invested in warranty expense in order to exceed customer
requirements and create long-term value," Mr. Ustian said.  "While
we paid a short-term price, we believe it will pay off in the long
run through satisfied and repeat costumers."

Navistar is forecasting United States and Canadian total truck
industry retail sales volume for Class 6-8 and school buses in
fiscal 2005 at 389,500 units, up 13 percent from the 345,000 units
sold by the industry in fiscal 2004.  Demand for Class 8 trucks is
expected to increase 19 percent to 262,000 units from 220,000
units, while demand for Class 6-7 medium trucks is estimated
unchanged at 100,000 units.  School bus demand is forecast at
27,500 units, up from 26,200 units in 2004.

Mr. Ustian said that the company's forecast for 2005 retail
commercial truck sales volume is lower than that forecast by some
other sources, but noted that the company is historically
conservative in its outlook.

The company's trucks and buses are sold under the International(R)
and IC(R) brands.  Worldwide shipments in fiscal 2004 totaled
112,000 trucks and buses, of which 45,500 were medium trucks,
primarily Class 6-7; 19,000 were school buses; and 47,500 were
heavy and severe service trucks (Class 8).  Shipments in 2003
consisted of 84,600 trucks and buses, of which 34,900 were medium
trucks, 21,400 were school buses and 28,300 were heavy and severe
service trucks.

The company's overall combined market share in the United States
and Canada in 2004 totaled 28 percent, approximately the same as a
year earlier.

It is anticipated that the re-interpretation of securitization
accounting at Navistar Financial Corporation, the company's
finance subsidiary, will cause Navistar Financial to adjust its
income for the periods 2002-2004.  The company believes that the
anticipated, positive adjustment to net income is likely to be
immaterial to the parent company's financial statements.  The
adjustment will change certain aspects of the accounting
associated with Navistar Financial's retail note securitization
program.  Navistar Financial intends to adjust the comparative
periods 2002 and 2003 for its income statement, and the 2003
balance sheet in its 2004 Form 10-K.  As a result of Navistar
Financial's planned adjustment, it is possible that Navistar
International Corporation may restate its financial statements.

                        About the Company

Navistar International Corporation (NYSE:NAV) -- http://www.nav-
international.com/ -- is the parent company of International Truck
and Engine Corporation.  The company produces International(R)
brand commercial trucks, mid-range diesel engines and IC brand
school buses and is a private label designer and manufacturer of
diesel engines for the pickup truck, van and SUV markets.  With
the broadest distribution network in North America, the company
also provides financing for customers and dealers.  Additionally,
through a joint venture with Ford Motor Company, the company
builds medium commercial trucks and sells truck and diesel engine
service parts.

                          *     *     *

As reported in the Troubled Company Reporter's May 17, 2004,
edition, Standard & Poor's Ratings Services affirmed its 'BB-'
corporate credit rating and its senior unsecured, and
subordinated debt ratings on Warrenville, Illinois-based Navistar
International Corp. The outlook remains stable.

"The affirmation follows announcements from Navistar regarding
various financing transactions," said Standard & Poor's credit
analyst Eric Ballantine.

"We expect Navistar's earnings and cash flow to gradually improve
as market conditions rebound.  We expect free cash flow in fiscal
2004 to be relatively modest in the $100 million area."


NORTH ATLANTIC: Moody's Revises Outlook on Ratings to Negative
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of North Atlantic
Trading Corporation and changed the outlook to negative from
stable, following indication by the company that it will likely
not meet a financial covenant in its credit agreement for the
periods ended March 31 and June 30, 2005.

Ratings affirmed:

   * North Atlantic Trading Corporation:

     -- B2 for senior implied
     -- B3 for issuer rating
     -- B2 for $200 million 9 1/4% senior unsecured notes due 2012

   * North Atlantic Holding Company:

     -- Caa1 for $60 million senior discount rates due 2014.

In its recently filed 10-Q, North Atlantic has indicated that it
might not meet a minimum fixed charge coverage ratio covenant for
the periods ended March 31 and June 30, 2005.  The required level
of this covenant for trailing 12 months will increase from 1.25 to
1.50 in the fiscal quarter ending March 31, 2005.  The company
must send a compliance certificate to the bank group for the first
quarter of 2005 by April 15, 2005.  The company indicated that its
expected difficulty in meeting the future covenant is due to the
lower than anticipated operating performance of its core
businesses, increased expenses resulting from the Company's
decision to proceed more quickly with developmental activities
relating to Zig-Zag premium cigarettes and the Company's decision
to proceed more slowly with the integration of the operations of
Stoker, the company it acquired in early 2004.  The negative
outlook reflects the possible deterioration in liquidity due to
the company possibly not meeting its covenant, and the current
underperformance in its main businesses.  North Atlantic and its
bank group are engaged in negotiations to waive or amend the
financial covenant.

Pressure would bear on the ratings if the company did not obtain a
waiver or amendment at some early point in the first quarter of
2005, and if expected free cash flow did not become strongly
positive in 2005.  The outlook would likely be brought back to
stable if a waiver or amendment was obtained, the company's
liquidity would be satisfactory going forward, and expected 2005
free cash flow became strongly positive.

The ratings reflect the company's strong brand name in its
make-your-own segment, the traditional ability of North Atlantic
to increase prices in its smokeless tobacco segment, and the
absence of debt maturity before 2007.  The ratings also take into
consideration North Atlantic's high leverage driven in part by the
acquisition of Stoker, the early cash uses expected from the
launch of a new cigarette under the Zig-Zag brand, and declining
volumes in the smokeless tobacco segment.

While the company runs the risk of not meeting its first quarter
2005 covenant, it retains access to its $50 million revolving
credit facility.  The amount drawn at the end of the third quarter
of 2004 was $34 million.  The company also had a $9 million cash
position.

North Atlantic Trading Company, Inc., is a holding company, which
owns National Tobacco Company, L.P., and North Atlantic Operating
Company, Inc. -- NAOC.

National Tobacco Company is the third largest manufacturer and
marketer of loose leaf chewing tobacco in the United States, and
the largest importer and distributor in the United States of
premium cigarette papers and related products.


NRG ENERGY: S&P Puts BB Rating on $950 Million Debts
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on NRG Energy Inc. (NRG; B+/Stable/--).

At the same time, it assigned its 'BB' rating to NRG's proposed
$950 million first priority term loan B and revolving credit
facility maturing 2007 and 2011, respectively, and lowered its
'B+' rating to 'B' on NRG's second priority bonds maturing in
2013.

Standard & Poor's assigned a '1' recovery rating to the term loan
B and revolving credit facility, indicating a high expectation of
full recovery of principal.  The second priority bonds have a '3'
recovery rating, indicating that the bondholders can expect to
receive meaningful recovery of principal (50%-80%).  The outlook
is stable.

The first lien term loan B and revolving credit facility are
notched up twice from the corporate credit rating to reflect their
priority position in bankruptcy and that the value of the
collateral, in many downside scenarios will be more than adequate
for the lenders to recover 100% of their principal.  

On the other hand, the second lien debt has been notched down once
from the corporate credit rating for two reasons:  

   -- First, under Standard & Poor's analysis, the recovery
      prospects for the second lien bonds will range between 50%
      and 80%.  

   -- Second, given the priority of the first lien debt, the
      second lien bondholders have subordinated liens on NRG's
      collateral.  

The rating action on the second lien reflects refinements in
Standard & Poor's application of rating criteria for all corporate
second lien debt and is a change from our application of the
criteria in the previous rating.  All of NRG's debt issues have
the same default rating, because of cross default provisions that
are incorporated in the legal documents.

Among other risks, the corporate credit rating reflects the risks
of exposure to U.S. merchant power markets; regulatory and
political uncertainty; and dependence on speculative and uncertain
capacity values.  Strengths mitigating the risks include, among
others, that NRG has reduced liabilities and debt; NRG's 2004
results were good; and NRG has exhibited a stable operating
record.


OMNI FACILITY: Needs Until Mar. 31 to Make Lease-Related Decisions
------------------------------------------------------------------
Omni Facility Services, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York to
further extend until March 31, 2005, their time to decide whether
to assume, assume and assign, or reject their unexpired
nonresidential real property leases pursuant to Section 365(d)(4)
of the Bankruptcy Code.

The Debtors tell the Court that they are currently party to 31
unexpired leases.  They need the extension to avoid any premature
assumption or rejection of these leases before a plan of
reorganization will be formulated, filed and confirmed.

The Debtors assure the Court that the extension will not prejudice
the lessors.  Also, the Debtors are current on their postpetition
obligations as they become due.

Headquartered in South Plainfield, New Jersey, Omni Facility
Services, Inc. -- http://www.omnifacility.com/-- provides  
architectural, janitorial, landscaping, and electrical services.
The Company filed for chapter 11 protection on June 9, 2004
(Bankr. S.D.N.Y. Case No. 04-13972).  Frank A. Oswald, Esq., at
Togut, Segal & Segal LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $80,334,886 in total assets and
$100,285,820 in total debts.


OXFORD AUTOMOTIVE INC: List of 50 Largest Unsecured Creditors
-------------------------------------------------------------
Oxford Automotive, Inc., released a consolidated list of its 50
Largest Unsecured Creditors:

    Entity                       Nature Of Claim    Claim Amount
    ------                       ---------------    ------------
BNY Midwest Trust Company        Indenture Trustee  $301,530,000
Corporate Finance                for Bondholders
2North LaSalle Street, Suite 1020
Chicago, Illinois 60602
Attn: Roxane J. Ellwanger
Assistant Vice President
Tel: (312) 827-8574
Fax: (312) 827-8542

Ford Motor Company               Trade Debt           $6,493,229
American Road, RM E-18
Dearborn, Michigan 48121-1899
Tel: (313) 845-0227
Fax: (313) 390-7241

General Motors - NAO             Trade Debt           $3,499,980
902 East Leith Street
Flint, Michigan 48502
Tel: (810) 236-5711
Fax: (810) 236-6102

Trelleborg, YSH                  Trade Debt           $2,096,789
1395 County Road 1484 North
Carmi, Illinois 62821
Tel: (616) 637-2116
Fax: (616) 637-8315

Grede Foundries                  Trade Debt           $1,077,733
9898 West Bluemound Road
Milwaukee, Wisconsin 53226-0466
Tel: (414) 257-3600
Fax: (414) 256-9399

ABB Flexible Automation, Inc.    Trade Debt             $725,275
2487 South Commerce Drive
New Berlin, Wisconsin 53151
Tel: (262) 785-3400
Fax: (262) 785-3290

Magna Int., Inc.                 Trade Debt             $596,603
337 Magna Drive
Aurora, Ontario, Canada L4G7K1

Oxford Investment Group          Trade Debt             $583,333
38505 Woodward Avenue, Suite 1000
Bloomfield Hills, Michigan 48304
Tel: (248) 540-0031
Fax: (248) 540-7501

Demshe Products                  Trade Debt             $521,465
1668 Allanport Road
Port Robinson, Ontario
Canada 60S1K0
Attn: Greg Foley
Tel: (905) 384-2155
Fax: (905) 384-2178

Sekely Industries                Trade Debt             $514,937
250 Pennsylvania Avenue
Salem, Ohio 44460
Attn: Carl Sekely
Tel: (330) 337-3439 Local 226
Fax: (330) 337-8947

Chrysler Motors                  Trade Debt             $382,357
800 Chrysler Drive East
Auburn Hills, Michigan 48326-2757
Tel: (810) 976-8300

AICCO, Inc.                      Trade Debt             $377,547
777 Figueroa Street, Suite 401
Los Angeles, California 90017
Tel: (213) 689-3600
Fax: (213) 689-3620

Sanderson Industries Inc.        Trade Debt             $357,495
3550 Atlanta Industrial Parkway
Atlanta, Georgia 30331
Attn: David Shaw
Tel: (404) 699-2022
Fax: (404) 696-3956

Quaker Manufacturing Corp.       Trade Debt             $248,334
187 Georgetown Road
Salem, Ohio 44460-0449
Tel: (216) 332-4631
Fax: (216) 332-1519

Dura Automotive Systems          Trade Debt             $213,769
2791 Research Drive
Rochester, Michigan 48309-3575
Attn: Douglas Brown
Tel: (573) 248-8513
Fax: (573) 248-8576

Atlas Tool, Inc.                 Trade Debt             $164,724
29880 Groesbeck Highway
Roseville, Michigan 48066
National Tube Form LLC           Trade Debt             $160,545

Accurate Gauge & Manufacturing   Trade Debt             $150,736

On Line Die & Engineering        Trade Debt             $148,940

Goss LLC                         Trade Debt             $145,138

Michigan Arc Products            Trade Debt             $142,959

MST Steel Corporation            Trade Debt             $130,034

Brinks Machine Company, Inc.     Trade Debt             $129,535

International Equipment          Trade Debt             $125,000

Stelfast Inc.                    Trade Debt             $119,538

E & E Manufacturing Company      Trade Debt             $118,888

Lee Steel Corporation            Trade Debt             $116,872

Delphia Corporation              Trade Debt             $114,716

MCEDA                            Trade Debt             $107,244

Riviera Tool Company             Trade Debt             $105,177

Clifty Engineering & Tool        Trade Debt              $90,060

Metokote Corporation             Trade Debt              $89,502

Resistance Welding               Trade Debt              $81,678

C & E Sales, Inc.                Trade Debt              $81,376

Cinergy/PSI                      Trade Debt              $77,156

Product Action                   Trade Debt              $74,861

Tenneco Automotive               Trade Debt              $73,546

Working Solutions                Trade Debt              $72,838

Henkel Surface Technologies      Trade Debt              $71,761

The Su-Dan Company, Inc.         Trade Debt              $66,400

Mellon U.S. Leasing              Trade Debt              $65,345

Ken-Mac Metals, Inc.             Trade Debt              $65,156

Mifast Mechanical & Industrial   Trade Debt              $64,906
Fasteners

CFC Wireforms                    Trade Debt              $63,870

Air Products & Chemicals         Trade Debt              $63,429

Metalform Industries Inc.        Trade Debt              $62,728

Magna Chek                       Trade Debt              $62,388

Claude Sintz, Inc.               Trade Debt              $57,352

Analysts International           Trade Debt              $57,165
Sequolanet

Crestmark Financial Corporation  Trade Debt              $56,534

Headquartered in Troy, Michigan, Oxford Automotive, Inc. --
http://www.oxauto.com/-- is a Tier 1 supplier of specialized  
metal-formed systems, modules, assemblies, components and related
services for the automotive industry.  Oxford's primary products
include structural modules and systems, exposed closure panels,
suspension systems and vehicle opening systems, many of which are
critical to the structural integrity and design of the vehicle.  
The Company and its debtor-affiliates filed for chapter 11
protection on December 7, 2004 (Bankr. E.D. Mich. Case No. 04-
74377).  I. William Cohen, Esq., at Pepper Hamilton LLP represents
the debtors in their restructuring efforts.


OXFORD AUTOMOTIVE: Moody's Removes Ratings After Bankruptcy Filing
-----------------------------------------------------------------
Moody's Investors Service withdrew all ratings for Oxford
Automotive, Inc., following the company's filing for Chapter 11
bankruptcy protection on December 7, 2004.  Oxford proved unable
to cure its event of default for non-payment of the $16.8 million
semiannual coupon payment that was due on October 15, 2004.  The
bankruptcy filing included a pre-packaged restructuring plan.

These specific rating actions associated with Oxford were taken:

   -- Withdrawal of C rating of Oxford's $280 million of 12%
      guaranteed senior secured second-lien notes due October
      2010;

   -- Withdrawal of Oxford's Ca senior implied rating;

   -- Withdrawal of Oxford's C senior unsecured issuer rating

Oxford indicates that the goal of the latest restructuring plan is
to maximize the value realized for its United States operations
while enabling Oxford to reorganize around its European structures
and mechanisms businesses.  The European operations have been
profitable over the past few years and have solid books of
business. Oxford recently completed the sale of its McCalla,
Alabama plant that supports two significant Mercedes platforms
(redesigned Mercedes M class and Vision Grand Sports Tourer) to
Madrid-based Gestamp Corporation.  The consideration received was
not disclosed.

Pursuant to the consensual restructuring plan, Oxford's secured
bondholders will receive the majority of the equity of a new
holding company for the European entities.  In order to facilitate
a consensual and orderly restructuring, the plan will also provide
Oxford's unsecured creditors with the opportunity to either share
in the equity of the new holding company or receive some cash.  No
distributions will be made to the current equity holders.

Oxford Automotive is headquartered in Troy, Michigan.


PACIFIC BAY: Fitch Affirms $17 Mill. of Preference Shares at 'BB-'
------------------------------------------------------------------
Fitch Ratings affirms five classes of rated notes issued by
Pacific Bay CDO, Limited.  These rating actions are effective
immediately:

    -- $315,000,000 class A-1 first priority senior secured
       floating rate notes affirmed at 'AAA';

    -- $64,000,000 class A-2 second priority senior secured
       floating rate notes affirmed at 'AAA';

    -- $36,000,000 class B third priority senior secured floating
       rate notes affirmed at 'AA';

    -- $12,689,634 class C mezzanine secured floating rate notes
       affirmed at 'BBB';

    -- $17,000,000 preference shares affirmed at 'BB-'.

The ratings of the class A-1, A-2 and B 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 C 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% yield per annum on
the preference share rated balance as well as the preference share
rated balance by the legal final maturity date.

Pacific Bay is a collateralized debt obligation -- CDO, which
closed in November 2003.  The portfolio consists of 66.5%
residential mortgage-backed securities -- RMBS, 13.7% commercial
mortgage-backed securities -- CMBS, 11.8% asset-backed securities
-- ABS, 4.7% corporate securities and 3.3% CDOs.  Fitch reviewed
the credit quality of the individual assets comprising the
portfolio and discussed the transaction's performance with Pacific
Investment Management Company LLC, the collateral manager.

According to the trustee report dated Oct. 29, 2004, the
overcollateralization -- OC -- tests, interest coverage tests,
Fitch weighted average rating factor -- WARF -- test, and other
performance tests are passing their required levels.  
Additionally, the portfolio contains no defaulted securities and
1.3% of securities are rated below 'BBB-'.  Due to a structural
feature which caps interest distributions to the preference shares
at 14% per annum and amortizes the class C notes with the excess,
the class C notes have paid down by over 25%.  This de-leveraging
of the class C notes has increased the credit enhancement
available to the class C notes.  Fitch believes that the credit
protection has remained at appropriate levels to maintain the
ratings 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.


PATHMARK STORES: Moody's Junks $350M Senior Subordinated Notes
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Pathmark
Stores Inc., including the Senior Implied to B2, and assigned a
negative outlook.  The rating downgrade was prompted by the
increasing intensity of grocery retailing competition in the
company's limited trade area, by Moody's expectation that
improvement in revenues and profit margins will consequently
continue to prove challenging and by the increased likelihood of
free cash flow deficits over the intermediate term.  The negative
outlook reflects the possibility, in Moody's view, that sales and
profitability could decline further in the near term and that
Pathmark's operations may be scaled down and stores closed when
the company completes the recently announced examination of the
strategic alternatives for its future.

Ratings lowered:

   * Senior Implied Rating to B2 from B1.

   * Unsecured Issuer Rating to B3 from B2.

   * $350 million guaranteed 8.75% Senior Subordinated Notes
     (2012) to Caa1 from B3.

The new rating level reflects Moody's concern that sales and
profit margins are unlikely to improve in the near term given the
intense competition in the company's geographically limited trade
area between New York City and Philadelphia.  Same store sales
fell 0.5% in the recent third quarter due to reduced customer
traffic and lower consumer confidence in the mid-Atlantic region,
despite the higher markdowns and promotions that hurt Pathmark's
gross profit margin.  The company has launched a number of cost
savings initiatives such as an administrative hiring freeze and
the engagement of benefits auditors and expense auditors to
evaluate significant expenditures.  Longer-term efforts will
include the re-negotiation of service vendor contracts.  EBITDA
(FIFO basis) fell to $102.5 million for the first 39 weeks of
fiscal 2004, down from $131 million in the prior year's period.
Pathmark expects EBITDA of $140 to $146 million for all of fiscal
2004.  Given expected 2004 capital expenditures of $114 million
(including property acquired under leases), its annual interest
bill, and possible working capital needs, the company will
probably not become self-funding in the near future.

However, the ratings also acknowledge Pathmark's status as a
well-recognized supermarket operator in its trade areas, potential
operating efficiencies from high sales per square foot, and the
progress made in updating its store base.  The company also has
liquidity in the $74 million of remaining availability under its
new senior secured bank agreements that were signed in October.

The negative outlook is based on Moody's view that sales and
profit margins could decline further in this highly promotional
competitive environment.  In addition, the future profile of the
company is uncertain now that Pathmark has begun to explore its
strategic alternatives including the possible sale of the
business.

Ratings could be lowered again if the company fails to stem the
erosion in same store sales and profitability, if operating cash
flow does not improve so as to allow Pathmark to be self-funding
in the near term, or working capital becomes a materially higher
use of cash.  Conversely, the ability to internally finance debt
payments and an adequate capital investment program, stability in
market share, a credible plan to grow sales and margins following
conclusion of the strategic review, and improving debt protection
measures (such that lease adjusted debt to EBITDAR stabilizes at
5.5 times and fixed charge coverage approaches 1.5 times) could
cause the rating outlook to stabilize.

The rating on the $350 million senior subordinated notes reflects
the subordination of this debt to significant amounts of more
senior obligations.  Contractually senior claims include the new
$180 million secured revolving credit facility and the new
$70 million senior secured Term Loan, both maturing in
October 2009, and $197 million of capital lease obligations and
mortgages.  The senior subordinated notes are also effectively
junior to $96.9 million of trade accounts payable.  The majority
of revenue and assets are located in the issuing entity, and
almost all operating subsidiaries guarantee the notes and the
company's bank agreements.

Pathmark Stores, Inc., with headquarters in Carteret, New Jersey,
operates 142 supermarkets around the New York City and
Philadelphia metropolitan areas.  The company generated revenue of
approximately $4.0 billion for the twelve months ended
October 31, 2004.


P.H. GLATFELTER: Moody's Pares Debt Rating to Ba1 from Baa2
-----------------------------------------------------------
Moody's Investors Service downgraded P.H. Glatfelter Company's
debt ratings to Ba1 from Baa2, and assigned a stable outlook.  As
a matter of routine, Moody's also assigned senior implied and
issuer ratings, both of which are equivalent to the Ba1 senior
unsecured rating.  The action concludes a review initiated on
September 10.

Ratings Downgraded:

   * Senior Unsecured: to Ba1 from Baa2

Ratings Assigned:

   * Outlook: Stable
   * Senior Implied: Ba1
   * Issuer: Ba1

The downgrade results from concerns over profitability levels in
the context of the company's modest size and commensurate lack of
operational and financial flexibility relative to larger
companies.  Based on Moody's estimates of average through-the-
cycle cash flow, it does not appear that that Glatfelter's future
profitability will reflect the levels and margins observed in the
past. Prior to the recent trough, Glatfelter had generated Free
Cash Flow-to-Total Debt -- FCF/TD -- in the 15% range.  While the
company has completed an extensive restructuring of its North
American asset base that is expected to dramatically reduce costs,
it is not clear the benefits can fully off-set the influence of
market factors, both in terms of rising input costs and pressures
on output prices.  These are expected to limit margin expansion,
with Moody's expecting average through-the-cycle FCF/TD of
approximately 10%.  In part, this stems from the fact that
Glatfelter's key Printing & Converting Papers and Engineered
Products segments (that combine to represent some 68% of sales)
are subsets of the uncoated freesheet -- UFS -- market.  The
recent recession caused many UFS producers to transfer production
into products such as envelope stock and book paper where
Glatfelter had been focused.  With heightened competition,
Glatfelter's results suffered.  While some of the market share
erosion has been reversed, and Glatfelter has a much-improved cost
structure and is therefore better able to weather the next trough,
there is no conclusive case that can be made to suggest that
Glatfelter's position has been fully insulated so as to preclude a
repeat of recent performance.  With an uncertain supply and demand
dynamic confronting North American UFS producers, their
mid-to-long term fortunes are particularly uncertain.  By
extension, so too are those of companies like Glatfelter that
operate in UFS-based markets.  When combined with the company's
relative lack of operational and financial flexibility,
expectations of FCF/TD in the 10% range are not consistent with
Moody's criteria of an investment grade ratings' profile.

Glatfelter competes primarily in specialized niche markets and
generally occupies the top one or two market share positions.  The
company's Long Fiber & Overlay Papers business appears to have
strong growth prospects, and Glatfelter appears to be well
positioned in this segment, but may be capacity constrained.  This
suggests that capital expenditures may be required in order to
fully exploit market growth.  The Printing & Converting Papers and
Engineered Products segments compete in relatively mature markets.
Growth prospects are not strong.  Glatfelter has good liquidity,
with a $125 million credit facility that matures in 2006
($29 million outstanding at September 30th), and an unutilized
$50 million accounts receivable facility.

During the recent past, Glatfelter has undergone a significant
transition.  Along with the above noted restructuring activities,
management and the board have also been reconfigured, and appear
to be engaged and capable.  The company retains the ability to
monetize its remaining timberlands, and could apply the proceeds
to reduce indebtedness.  There are however, the off-setting
factors noted above.  In addition, Glatfelter competes in small
markets that are not widely followed, and the company does not
report unit sales data.  This implies there is very little
visibility of market trends, and as well, reduced ability to
discern trends from the company's results.  Consequently,
forecasting future results is far more difficult than would
otherwise be the case.  There are also uncertainties with respect
to input costs such as fiber, energy and chemicals.  These costs
may prove difficult to pass on as they continue to increase so
that even with output pricing increasing somewhat, the full
benefits may not be realized in profit margins.  In addition,
event risk related to environmental matters and potential
acquisitions remain as concerns.

At the Ba1 rating level, the factors that could influence the
rating appear to be in balance.  Consequently, Moody's does not
anticipate ratings variability and the outlook is stable.

Given the background to the downgrade, it is very unlikely that
the rating and outlook would be increased over the near-to-medium
term.  However, unexpected debt financed acquisition activity or a
significant deterioration in liquidity arrangements could result
in either or both of the rating or the outlook being downgraded.  
Similarly, developments that would cause Moody's estimates of
average through-the-cycle Retained Cash Flow-to-Total Debt --
RCF/TD -- to be significantly less than 20% with FCF significantly
less than 10%, would also result in a downgrade.

Headquartered in York, Pennsylvania, and with operations in the
United States, Germany, France and the Philippines, Glatfelter is
a global manufacturer of specialty papers and engineered products.   
The company's common stock is traded on the New York Stock
Exchange under the symbol GLT.


PITTSBURGH CITY: Moody's Lifts Rating to Ba1 & May Upgrade Further
------------------------------------------------------------------
Moody's Investors Service has upgraded the City of Pittsburgh's
rating to Ba1 from Ba2 and placed the City on Watchlist for
possible further upgrade.  This action affects $832 million in
previously issued debt.  The upgrade reflects the approval and
adoption of the City's Financial Recovery Plan by the
Intergovernmental Cooperation Authority -- ICA, approval of the
State legislature for new revenue enhancements integral to
reestablishing structural balance to the City's financial
operations, and adoption of the plan by Pittsburgh City Council.
With the full adoption of the plan, the City projects a balanced
budget for fiscal 2005 and expects to rebuild General Fund balance
to adequate levels over five years.

Moody's has placed the Ba1 rating on Watchlist for further upgrade
pending final passage of a balanced fiscal 2005 budget, successful
execution of a $40 million line of credit from three area banks,
successful implementation of the budget including collections of
the new revenue sources and effectuation of budgetary reductions
assumed in the fiscal 2005 plan.

In October 2004, Moody's placed the Ba2 city's rating on Watchlist
for possible downgrade reflecting an impending liquidity crisis, a
large $40 million structural imbalance with essentially no
reserves, and a lack of a formal plan, approved by the state, to
restore financial viability.  Given the significant changes that
have occurred over the last several months, which will have a
material effect on the city's long-term financial prospects, we
have revised both the rating and the outlook.

                    Recovery Plan Approved
          New Revenues Help Balance Fiscal 2005 Budget

After significant delays, the ICA has approved the City's
financial recovery plan and the State legislature has enacted
legislation allowing the City to implement two new revenue
enhancements.  The City will increase the Occupational Privilege
Tax from $10 annually to $52. The City will also implement a new,
Payroll Preparation Tax, paid by for-profit local corporations
many of whom were exempt from the former Business Privilege Tax.  
The City will also phase out its Business Privilege Tax and
eliminate its Mercantile Tax, as well as levy a new Facility Usage
Fee on visiting sports players.  The net gain from the legislative
action is approximately $17.3 million in fiscal 2005.  The City
also increased the Deed Transfer Tax by 0.5%, will receive a
$3.5 million one-time grant from the State for homeland security,
has eliminated its capital spending for the year, and will no
longer remit $4 million in Regional Asset District taxes to the
Pittsburgh School District (rated A2).  Taken together, this
represents approximately $32 million in new revenues or forgone
expenditures for fiscal 2005.  The recovery plan also includes
approximately $39 million in additional expenditure cuts,
including a two-year wage freeze, employee contributions for
health insurance, and reductions in overtime pay.

Moody's expects passage of the fiscal 2005 budget in December.
Moody's will review final budget figures and continue to assess
revenue and expenditure assumptions.  Moody's will also monitor
ongoing expenditures and collections of new revenues, especially
the Payroll Preparation Tax, which, as an entirely new tax, has no
collection history and could potentially fall short of projections
in the near term.  Moody's also expects the City to successfully
draw on the $40 million credit line in January, a necessary action
given the expected depletion of cash by January 1.  As well, given
the importance of the expenditure reductions to structural balance
in fiscal 2005, Moody's will incorporate first quarter results.  
Ultimately, our rating and outlook will factor in the success of
each of the new revenue items to bolster recurring revenues and
the success of the expenditure reductions taken to ensure that
recurring revenues are sufficient to offset annual expenditures.


QUIGLEY COMPANY: Wants Exclusive Period Stretched to May 3
----------------------------------------------------------
Quigley Company wants its exclusive periods under 11 U.S.C. Sec.
1121 extended.  The company wants to maintain the exclusive right,
through May 3, 2005, to propose and file a chapter 11 plan.  The
company wants to preserve its exclusive right to solicit
acceptances of that plan through July 5, 2005.   

Quigley says it hopes that talks with creditors over the next few
months will culminate in a consensual plan of reorganization.  The
Debtor suggests that plan-related talks over the past couple of
months haven't been productive as the parties waged war about
whether Judge Beatty should stay or go.  Quigley wants to see a
plan confirmed that establishes a viable 524(g) trust and frees
the company and Pfizer from continued asbestos-related litigation
in the tort system.   

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


RESTORATION REVIVAL: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Restoration Revival Temple Church
        1574 East Shelby Drive
        Memphis, Tennessee 38116

Bankruptcy Case No.: 04-38998

Type of Business: The Debtor operates a church.

Chapter 11 Petition Date: December 8, 2004

Court: Western District of Tennessee (Memphis)

Judge: William Houston Brown

Debtor's Counsel: John E. Dunlap, Esq.
                  Waggoner Law Firm
                  1433 Poplar Avenue
                  Memphis, TN 38104
                  Tel: 901-276-3334

Total Assets: $2,222,300

Total Debts:  $810,646

Debtor's Largest Unsecured Creditor:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Sam's Club                    Charge account                $682
P.O. Box 103036
Roswell, GA 30076


SACRAMENTO-YOLO: Moody's Slices Rating on $10.9 Mil. Bonds to B2
----------------------------------------------------------------
Moody's downgraded to B2 from Ba3 the Sacramento-Yolo Port
District Port Facilities Refunding and Improvement Revenue Bonds,
Series 2001 outstanding in the amount of approximately
$10.9 million.  The outlook on the port's bonds is negative.

The bonds are secured by net revenues of the port.  The B2 rating
and downgrade reflects a sharp decline in operating revenues and
debt service coverage in fiscal 2004 and the need for the port to
rely on a loan secured by the sale of property to provide
sufficient working capital.  The negative outlook reflects Moody's
expectation that the port will continue to face challenges in
generating net revenues sufficient to cover annual debt service
and the likelihood of continued reliance on land sales to offset
lackluster operations in the medium term.

Following two years of net revenues which provided only 1.0 times
coverage of annual debt service, fiscal 2004 tonnage and operating
revenue declined over the prior year resulting in net revenues
which provided debt service coverage of only 0.36 times.  The port
used net revenues and available cash to make this debt service
payment.  While management has identified some limited new or
expanded operations, which may improve operating ratios in the
medium to long term, the port intends to generate additional cash
by selling property in the near term.  The port's financial
position remains narrow and this is factored into the rating.  
Cash resources have remained quite slim in recent years and net
working capital as a percentage of gross revenue declined further
in 2004 to a negative 13.8% although total cash resources were
$685,000.

In June, the port's commissioners approved a loan with the City of
West Sacramento, which provided $2 million in cash to the port.   
Although the transaction between the port and West Sacramento is
technically a sale, it is in effect a loan secured with land,
approximately 125 acres, as collateral.  The port has an option to
buy the parcel back within 30 months and could then market the
parcel to a private developer.  Officials believe that a
conservative estimate for the value of the property is between
$5 million to $7 million.  The port has also received a $750,000
payment from the city for a sewer easement.  As such, the port
currently maintains at least $2 million in available cash
resources.  Moody's notes that officials continue to make the
required monthly payments (of $117,000) to the bond trustee.

Officials are considering the potential sale of other parcels in
order to generate additional operating reserves, the construction
of revenue generating infrastructure, and the tender of the port's
outstanding bonds at par.  The bulk of the land identified for
sale is either non-maritime or non-revenue generating in nature,
but suitable for other uses.  The port is actively marketing a
65-acre parcel along the Sacramento River.  The parcel is zoned
for waterfront mixed use and could potentially be used for
marinas, mid-rise and high-rise office buildings, hotels,
restaurants, retail, recreational uses, and multifamily
residential units oriented to the river.  Development of the
parcel, however, is dependent upon the U.S. Army Corps of
Engineers' removing multiple easements from the land that were
established to protect adjacent ship locks which are now
decommissioned.

In recent months, port officials have received unsolicited offers
to purchase a large 290-acre parcel and a 36-acre property on the
edge of the port's undeveloped land in West Sacramento, indicating
that some interest exists in the purchase and development of port
land.  Officials are also making efforts to expand operations and
are in discussions with a cement manufacturer, as well as other
possible tenants, for long-term leases on port property.

        Negative Trends in Tonnage and Revenues Continue

Loss of tonnage, primarily driven by rice exports, which shifted
to the Port of Stockton (port revenue bonds rated Baa2), resulted
in significantly narrowed debt service coverage beginning in
fiscal 2002.  While rice tonnage rebounded modestly in 2003,
revenues attributable to this commodity continued to slide due to
aggressive price competition with Stockton.  Figures for 2004
indicate a nearly 14% decline in total tonnage and a 13% decline
in rice tonnage, with operating revenues declining by 9.2%.  
Officials report that rice tonnage has thus far improved over the
same period in the prior year.  In August, however, the fertilizer
company Yara North America, a major importer through the port,
announced plans to move its fertilizer bagging operations out of
the Port of Sacramento.  Yara plans to continue shipping through
the port, but the loss of the bagging operations reportedly
decreased annual port revenue projections by about $800,000, or
10 percent.

Moody's believes that the Port of Sacramento's ability to
successfully implement a financial recovery plan and to sustain
and diversify its revenue stream, including an expansion of real
estate development activities, as well as maritime activities that
more closely reflect the expanding economy in the Sacramento
region, will be key factors in future rating reviews.  Housing,
industrial and commercial buildings have been constructed by a
variety of developers in the area surrounding the port's property.
This area, known as Southport, is planned to meet the majority of
West Sacramento's residential needs in coming years, and the
population of the area at build out is expected to be 40,000.  
There has been some growing resistance from some West Sacramento
residents in recent years to further industrial expansion on port
property.  Some of the land mentioned to be offered for sale by
the port is in Southport and may need to be rezoned in order to
offset development concerns of area residents.
Outlook

Moody's outlook on the Port of Sacramento's revenue bonds is
negative.  This outlook reflects Moody's expectation that the port
will continue to face challenges in generating net revenues
sufficient to cover annual debt service and the likelihood of
continued reliance on land sales to offset weak operating and
financial performance in the medium term.

                 Key Statistics for Fiscal 2004
                          (unaudited)

Metric revenue tonnage:                           736,117
Operating ratio:                                  99.1%
Average annual debt service coverage (1995-2004): 1.67x
Annual debt service coverage:                     0.36x
Net working capital as % of gross revenue:        -13.8%
                                                  (-$1.2 million)
Debt ratio:                                       20.8%
Payout of principal (10 years):                   100%


SEQUOIA MORTGAGE: Fitch Puts Low-B Ratings on 12 Mortgage Issues
----------------------------------------------------------------
Fitch Ratings has taken rating actions on Sequoia Mortgage Funding
Corp. (SMFC) home equity issues:

     Series 2003-1:
     
          -- 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 2003-3:
     
          -- 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 2003-5:
     
          -- 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 2003-6:
     
          -- 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 2003-7:
     
          -- 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:
     
          -- 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'.
     
The affirmations reflect credit enhancement consistent with future
loss expectations and affect $3,965,210,266 of outstanding
certificates.

As of the November 2004 distribution the above deals are 11 to 21
months seasoned, with pool factors (i.e. current mortgage loans
outstanding as a percentage of the initial pool) ranging from 75%
to 96%.


SCIENTIFIC GAMES: Gets Requisite Consents to Amend Indenture
------------------------------------------------------------
Scientific Games Corporation (Nasdaq: SGMS) disclosed that, in
connection with the tender offer and consent solicitation for its
outstanding 12-1/2% Senior Subordinated Notes due 2010, it has
received sufficient consents from the registered holders of
outstanding Notes to amend the indenture governing the Notes.  
Scientific Games also said it has determined the price to be paid
on its tender offer for the outstanding Notes.

Scientific Games indicated that it has received requisite consents
from the registered holders of outstanding Notes to amend the
indenture governing the Notes to eliminate substantially all of
the restrictive covenants and certain related event of default
provisions and that it is entering into a supplemental indenture
containing the proposed amendments.  The consent solicitation for
the Notes expired at 5:00 p.m., New York City time, on Dec. 8,
2004.  At that time, Scientific Games had received consents from
registered holders of 88.34% of the outstanding Notes.

Scientific Games also indicated that the total consideration,
excluding accrued and unpaid interest, for each $1,000 principal
amount of Notes validly tendered and not validly withdrawn prior
to 5:00 p.m., New York City time, on Dec. 8, 2004, is $1,118.43.
The total consideration includes a $20.00 consent payment.  The
total consideration is equal to the present value on the payment
date of $1,062.50 (i.e., the redemption price for the Notes on
August 15, 2005, which is the earliest redemption date for the
Notes) plus the present value of the interest that would accrue
from the payment date until the earliest redemption date, in each
case determined based on a fixed spread of 100 basis points over
the yield of the 6.5% U.S. Treasury Note due August 15, 2005, at
2:00 p.m., New York City time, on December 8, 2004.

The tender offer will expire at 5:00 p.m., New York City time, on
Dec. 22, 2004, unless extended or terminated.  All conditions to
consummation of the tender offer and consent solicitation continue
to apply.

This press release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes.  The offer is being
made solely by the Offer to Purchase and Solicitation of Consents
dated November 24, 2004 and the related Letter of Transmittal and
Consent.

A more comprehensive description of the tender offer and consent
solicitation can be found in the Offer to Purchase and
Solicitation of Consents, dated November 24, 2004.  Scientific
Games has retained J.P. Morgan Securities Inc. and Bear, Stearns &
Co. Inc. to serve as Dealer Managers and Solicitation Agents for
the tender offer.  Requests for documents may be directed to the
Information Agent:

         D.F. King & Co., Inc.
         48 Wall Street
         22nd Floor
         New York, New York 10005
         Attn: Fran Beckesh
         Collect: (212) 269-5550 ext. 6831

Questions regarding the tender offer may be directed to Lenny
Carey of JPMorgan at (212) 270-9769 (collect) or the Global
Liability Management Group of Bear Stearns at (877) 696-2327 (U.S.
toll free) and (212) 272-5112 (collect).

                     About Scientific Games

Scientific Games Corporation is a leading integrated supplier of
instant tickets, systems and services to lotteries, and a leading
supplier of wagering systems and services to pari-mutuel
operators.  It is also a licensed pari-mutuel gaming operator in
Connecticut and the Netherlands and is a leading supplier of
prepaid phone cards to telephone companies.  Scientific Games'
customers are in the United States and more than 60 other
countries. For more information about Scientific Games, please
visit our web site at http://www.scientificgames.com/

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 09, 2004,
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.


SOLA INTERNATIONAL: Moody's Reviewing Low-B Ratings
---------------------------------------------------
Moody's Investors Service has placed the ratings of Sola
International, Inc.'s on review direction uncertain following the
recent announcement that the company has signed an agreement to
sell the company to Carl Zeiss TopCo GmbH.

These ratings of Sola were placed on review direction uncertain:

   * Senior implied rating of Ba3;

   * Senior unsecured issuer rating of B1;

   * $50 million secured revolving credit facility due 2008 of
     Ba3;

   * $175 million senior secured term loan due 2009 of Ba3;

   * $94.8 million 6.875% notes due 2008 of B1

On December 5, 2004, Sola announced that it has signed a
definitive agreement to sell 100% of the company to Carl Zeiss AG,
an unrated German-based company which manufactures and distributes
eyecare related products, and EQT III Fund.  The transaction is
valued at approximately $900 million, or 9x LTM September 2004
EBITDA.  Sola's board of directors approved the merger, which is
expected to close in the first quarter of 2005.  Sola ended
September 30, 2004, with approximately 2.8x debt-to- EBITDA.

The review will focus on the financial and operating profile of
Sola as a legal entity within the wider Carl Zeiss group.  Key
factors in the review will include:

   (1) the amount and structure of Sola's debt after the
       transaction closes;

   (2) whether Carl Zeiss intends to support this debt;

   (3) how Sola operations are to be integrated into Carl Zeiss's
       operations and the implications of this integration for the
       company's cash flow generation, financial flexibility and
       market position.

Ratings could be upgraded if Sola's debt is guaranteed or
otherwise supported by Carl Zeiss or if Sola's credit profile is
otherwise enhanced given its role in the Carl Zeiss group.  
Ratings could be downgraded if Sola's credit profile is weaker
following the transaction due to a heavier debt burden.

Headquartered in San Diego, California, Sola designs,
manufacturers and distributes plastic and glass eyeglass lenses.
Sales for the twelve-month period ending September 30, 2004, were
approximately $670 million.


STELCO: 14th Monitor's Report Outlines Creditors' Claims Protocol
-----------------------------------------------------------------
Stelco Inc. (TSX:STE) disclosed that the Fourteenth Report of the
Monitor in the matter of the Company's Court-supervised
restructuring was filed this afternoon.  The Report outlines a
proposed creditors' claims process and provides an update on the
Company's asset sale process.

The Report notes that the Monitor, in conjunction with Stelco, has
developed a creditors' claims process and will seek the Court's
approval of a Claims Procedure Order in that regard at a hearing
currently proposed to be held on Dec. 17, 2004.

The proposed procedure will govern the submission, review and
determination of certain creditors' claims.  Starting the process
now will aid the development of a Plan by Stelco and will
facilitate the holding of meetings of creditors in a timely manner
once such a Plan has been developed.

The Report notes that, with the exception of certain types of
claims that will not be subject to the process at this stage of
the proceedings, Stelco proposes that any creditor asserting a
claim arising on or before the date of the Claims Procedure Order
being sought will be required to file a proof of claim with the
Monitor by 5:00 p.m. on January 31, 2005.

The Monitor indicates in the Report that it believes it is
appropriate to commence a claims process at this time and
recommends that the Court approve the proposed claims process.

In the matter of the non-core subsidiary sale process, the Report
notes that non-binding expressions of interest were received up to
and including December 1, 2004.  A total of 23 parties are
conducting due diligence in Phase II of the process.  Some of
those parties are doing so with respect to more than one of the
subsidiaries.

The full text of the Report can be accessed through a link
available on Stelco's Web site.

Stelco, Inc. -- http://www.stelco.ca/-- which is currently
undergoing CCAA restructuring proceedings, is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses. Consolidated net sales in
2003 were $2.7 billion.


STELCO: Welcomes SC Decision Denying USWA Locals Leave to Appeal
----------------------------------------------------------------
Stelco Inc. (TSX:STE) has commented on Thursday's decision of the
Supreme Court of Canada denying several USWA locals leave to
appeal the Initial Order providing the Company with the protection
of the Companies' Creditors Arrangement Act in January 2004.

Hap Stephen, Stelco Chief Restructuring Officer, said, "We welcome
this decision.  Stelco initiated its restructuring on the grounds
that the Company was insolvent and that its circumstances met the
conditions for the granting of Court protection.  This decision of
the Supreme Court leaves the Initial Order and the views
enunciated by Mr. Justice Farley on various occasions in full
force and effect.

"[Thursday's] decision will enable us to focus our full attention
on achieving a successful capital raising process and a successful
restructuring."

USWA Locals 1005, 5328 and 8782 originally sought to rescind the
Initial Order in March 2004.  That motion was dismissed by the
Superior Court of Justice (Ontario) on March 22, 2004.  The Locals
then sought leave to appeal that decision to the Court of Appeal
for Ontario.  That motion was dismissed on May 5, 2004.  The
Locals then applied to the Supreme Court of Canada for leave to
appeal from the judgement of the Court of Appeal.

Stelco, Inc. -- http://www.stelco.ca/-- which is currently
undergoing CCAA restructuring proceedings, is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.  Consolidated net sales in
2003 were $2.7 billion.


STRUCTURED ASSET: Fitch Upgrades Class B-5 Series 1998-6 to 'BBB+'
------------------------------------------------------------------
Fitch Ratings has taken rating actions onStructured Asset Mortgage
Investments Inc. issues:

     Series 1998-6:
     
          -- Class A affirmed at 'AAA';
          -- Class B-1 affirmed at 'AAA';
          -- Class B-2 affirmed at 'AAA'
          -- Class B-3 affirmed at 'AAA';
          -- Class B-4 upgraded to 'AA' from 'A+';
          -- Class B-5 upgraded to 'BBB+' from 'BB+'.
     
     Series 2003-2:
     
          -- Class A affirmed at 'AAA'.
     
All of the mortgage loans in the aforementioned transactions
consist of 30-year, first-lien, fixed-rate and adjustable-rate
mortgages loans, secured by residential properties.

The upgrades reflect a substantial increase in credit enhancement
relative to future loss expectations, and affect $1,888,158 of
outstanding certificates.  The affirmations reflect credit
enhancement consistent with future loss expectations and affect
$108,416,975 of outstanding certificates.

As of the November 2004 distribution date, the pool factor
(current mortgage loans outstanding as a percentage of the initial
pool) for series 1998-6 is 16%.  The current credit enhancement
levels for classes B-4 and B-5 have increased by more than 8 times
since closing (May 29, 1998), to 3.61% and 2.04%, respectively
(originally 0.45% and 0.25%).


SWIFT & COMPANY: S&P Affirms BB- Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on meat
processor, Swift & Company, to stable from negative.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating and other ratings on Swift.  Greeley, Colorado-based
Swift had about $636 million of debt outstanding at Aug. 29, 2004.

The outlook revision reflects our expectation that Swift's
operating performance and credit protection measures will remain
appropriate for the rating despite the challenges related to the
limited supply of cattle available for slaughter in the U.S.
because of the ban on cattle imported from Canada (although
expectations are that this ban will likely be lifted in early
2005.)  

In addition, results from Swift's pork processing and
Swift's Australia (beef) segments have offset the weakness in
Swift's U.S. beef operations.  It is Standard & Poor's expectation
that Swift's U.S. beef margins will be weak over the next several
quarters as tight cattle supplies and fairly strong consumer
demand continue to constrain margins.

"We expect that Swift's positions in beef and pork processing will
provide it with the ability to manage through the various protein
cycles while maintaining appropriate credit protection measures
for the rating," said Standard & Poor's credit analyst Jayne Ross.


TACTICA INT'L: Closes on $300,000 Financing from Senior Management
------------------------------------------------------------------
Tactica International, Inc., closed on a $300,000 financing
provided by Company senior management.  Tactica plans to use the
funds for:

   -- extending its TV infomercial campaign that features the
      Singer(R) Lazer Storm vacuum cleaner;

   -- fulfilling orders for its IGIA(R) products placed by retail
      and catalog customers; and

   -- operating the business.

"We expect to use the financing to build on Tactica's business
fundamentals and attract additional financing for Tactica" stated
Avi Sivan, Chief Executive Officer.  The Company is currently in
negotiations for additional interim DIP financing and a permanent
borrowing facility.

Headquartered in New York, New York, Tactica International, Inc.,
a wholly owned subsidiary of IGIA, Inc. -- http://www.igia.com/--  
designs, develops and markets personal and home care items under
the IGIA and Singer brands.  Product categories include hair care,
dental care, skin care, sports and exercise, household and
kitchen.  Tactica holds an exclusive license to market a line of
floor care products under the Singer name.  Tactica also owns
rights to the "As Seen On TV" trademark.  The Company filed for
chapter 11 protection on Oct. 21, 2004 (Bankr. S.D.N.Y. Case No.
04-16805).  Timothy W. Walsh, Esq., at Piper Rudnick, LLP,
represent the Debtor in its restructuring effort.  When the
Company filed for protection from its creditors, it reported
assets amounting to $10,568,890 and debts amounting to
$14,311,824.


THERMADYNE HOLDINGS: S&P Affirms B- Subordinated Debt Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Thermadyne Holdings Corporation to negative from stable while, at
the same time, affirming the 'B+' corporate credit and 'B-'
subordinated debt ratings on the company.  Total debt outstanding
at Sept. 30, 2004, was $260 million.

"The outlook revision reflects the firm's weakened financial
profile resulting from high-volume inefficiencies, causing
operating margin and EBITDA to decline and debt to increase,
despite double-digit sales gains," said Standard & Poor's credit
analyst Daniel DiSenso.  "Failure of Thermadyne to make steady
progress in improving operating performance and reducing bloated
inventories could result in a ratings downgrade."

St. Louis, Missouri-based Thermadyne is one of four leading
participants in the large, but fragmented, and intensely
competitive and cyclical global welding equipment industry.
Thermadyne is a designer and manufacturer of gas and arc cutting
and welding products, including equipment, accessories and
consumables.

The near-term operating outlook is favorable. Continuation of
solid growth for the industrial sector in North America and other
world regions should result in strong bookings for Thermadyne for
the next couple of years.

Thermadyne should also benefit from high-volume manufacturing
efficiencies and cost-cutting actions, and inventories should
shrink as safety stock is worked down. Over the next 12 to 18
months, Standard & Poor's expects Thermadyne's credit measures to
strengthen to levels reflective of the ratings.


VENOCO INC: Moody's Junks Proposed $150M Senior Unsecured Notes
---------------------------------------------------------------
Moody's assigned a Caa1 rating to Venoco Inc.'s proposed
$150 million of 7-year senior unsecured guaranteed notes, a B3
senior implied rating, and an SGL-3 liquidity rating, with a
stable rating outlook.  The rating notch between the note and
senior implied ratings reflects the notes' substantial potential
effective subordination, under multiple secured debt carve-outs in
the indenture, as well as important inherent borrowing base
redetermination powers of that bank debt.  The indenture permits
secured debt up to the greater of $80 million (in three baskets)
and 25% (in two baskets) of consolidated net tangible assets.   
Venoco holds 57.9 mmboe of proven reserves, of which 69% is proven
developed (PD).

Venoco's outlook or ratings could strengthen if it demonstrates
sustainable sequential quarter production gains, amply supported
(stress tested) production and reserve replacement costs, and
avoids material additional leverage.  Venoco's year-end 2004 third
party reserve report, and its 2004 and 2005 10-K FAS 69 data will
also be important milestones.

The ratings are restrained by:

    (1) high leverage;

    (2) roughly 87% of net proceeds will not be reinvested in oil
        and gas activity, with 77% directly and indirectly funding
        outflows to shareholders;

    (3) Venoco's small size; high unit production and G&A costs
        and, as a medium gravity sour crude oil producer, price
        realizations of roughly $5/barrel below benchmark light
        sweet oil prices;

    (4) resulting risk in weaker price markets;

    (5) several years of falling reserves due to reduced
        investment, sizable negative reserve revisions, and
        production;

    (6) very high resulting recent reserve replacement costs (the
        long-term trend has been competitive);

    (7) uncertainty concerning how productive increased capital
        spending will be;

    (8) material offshore California plugging and abandonment
        costs;

    (9) a concentration of production and reserves in the
        politically sensitive California offshore; and

   (10) exposure to a pending Beverly Hills law suit, of uncertain
        merit, by residents claiming alleged exposure to cancer
        causing agents.

While the Beverly Hills suit may be of dubious merit (based on
seemingly supportive findings by government agencies), the
uncertainties of a jury trial, or the threat of a jury trial,
cannot be estimated accurately now.  On the other hand, one
partial mitigating point to a high proportion of proceeds not
reinvested in the business is that $72 million was spent to
purchase mandatory convertible preferred stock from an Enron
subsidiary to enable Venoco's return to a more normal business
footing.  However, one more business uncertainty resides in the
fact that, after a period of internal difficulty, Venoco comes to
market with engineering dating from January 1, 2004, though this
was conducted by respected Ryder Scott Company.

The ratings are supported by:

    (1) the cash flow benefit of the current roll-off of under
        market hedges and imminent full exposure to still strong
        oil and gas prices;

    (2) encouraging third and fourth quarter production responses
        to increased workover and capital spending;

    (3) a long 9.8 year PD reserve life;

    (4) its long experience operating in California basins,
        California offshore conditions, and California political,
        environmental, and legal sensitivities;

    (5) a likelihood that the return of seasoned leadership
        (including Venoco's founder) and capital spending will
        result in renewed exploitation activity, capital
        productivity, and volume growth; and

    (6) deferral of a substantial portion of Venoco's share of  
        plugging and abandonment costs for a number of years due
        to expected continued commercial production from those
        platforms.

A high 87% of expected note proceeds (roughly $145 million) will
not be invested in reserve replacement activity.  Instead:

   -- $35 million will fund a dividend to Venoco's chief
      executive officer, largely to cover his costs incurred in
      Venoco's ownership restructuring;

   -- $5 million will fund the buyout of Venoco's minority
      shareholders;

   -- $14.2 will fund the purchase of a corporate office building
      this quarter; and

   -- approximately $71 million will repay bank debt under the
      existing bank facility that recently funded a $72 million
      repurchase of all of Venoco's preferred stock from an Enron
      investment subsidiary.

The remaining $20 million will then be used to acquire Marquez
Energy (holding a high proportion of proven undeveloped -- PUD --
reserves), largely owned by Venoco's chief executive officer.

The SGL-3 liquidity rating reflects:

    (1) adequate liquidity due to an expected supportive 2005
        price environment;

    (2) resulting sound pre-capital spending cash flow;

    (3) a degree of flexibility (due to a 9.8 year PD reserve
        life) to reduce budgeted 2005 capital spending to fit
        available cash flow;

    (4) adequate-to-good undrawn back-up liquidity (with
        $40 million to $50 million available and undrawn under a
        $40 million to $50 million bank revolver); and

    (5) weak alternative liquidity since monetization of secured
        assets requires bank approval, with proceeds retiring bank
        debt.

Cash flow and cash balance coverage of budgeted interest expense,
capital spending, and budgeted oil and gas reserve and
headquarters acquisitions is adequate.

Pro-forma unit production, G&A, and interest expense is in the
range of a high pro-forma $20/boe to $20.50/boe on third quarter
2004 production.  Adding unit reserve replacement costs to those
costs yields total full-cycle costs, though reserve replacement
costs have been infinite during Venoco's hiatus from normal
capital allocation.  A more normal unit full-cycle cost test begin
to be possible with 2004 FAS 69 data, and certainly with full 2005
operating and FAS 69 data.

Pro-forma leverage on PD reserves of approximately $3.63/PD boe is
not as conservative as it may appear since heavier California
reserves receive generate lower margins and receive lower asset
market price realizations than do light sweet reserve benchmarks.  
Including all future required development and plugging and
abandonment capital spending for existing proven reserves,
effective leverage on total proven reserves is a yet higher
$4.17/boe.

Venoco, Inc., is headquartered in Carpinteria, California.


WASHINGTON MUTUAL: Fitch Assigns Low-B Ratings on 25 Certificates
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on Washington Mutual
residential mortgage-backed certificates:

Washington Mutual -- WAMU -- mortgage pass-through certificates:

   Series 2002-S1
   
        -- Groups 1 and 2 classes IA and IIA affirmed at 'AAA';
        -- Group 3 class IIIA affirmed at 'AAA'.
   
   Series 2002-S3
   
        -- Group 1 class IA affirmed at 'AAA';
        -- Group 2 class IIA affirmed at 'AAA'.
   
   Series 2002-S8
   
        -- Group 1 class IA affirmed at 'AAA';
        -- Group 2 class IIA affirmed at 'AAA';
   
   Series 2003-S1
   
        -- Class A affirmed at 'AAA'.
        
   Series 2003-S2
   
        -- Class A affirmed at 'AAA';
        -- Class B3 affirmed at 'BBB-';
        -- Class B4 affirmed at 'BB-';
        -- Class B5 affirmed at 'B'.
   
   Series 2003-S3
   
        -- Class A affirmed at 'AAA';
        -- Class CB1 affirmed at 'AA-';
        -- Class CB2 affirmed at 'A-';
        -- Class CB3 affirmed at 'BBB-';
        -- Class CB4 affirmed at 'BB'.
   
   Series 2003-S4
   
        -- Classes IA, IIA, IIIA, and IVA affirmed at 'AAA'.
        
   Series 2003-S5
   
        -- Groups 1 and 3 classes IA and IIIA affirmed at 'AAA'.
        -- Group 2 class IIA affirmed at 'AAA';
        -- Group 2 class IIB2 affirmed at 'A-';
        -- Group 2 class IIB5 affirmed at 'B'.
   
   Series 2003-S6
   
        -- Classes IA and IIA affirmed at 'AAA'.
        
   Series 2003-S7
   
        -- Class A affirmed at 'AAA';
        -- Class B2 affirmed at 'A-'.
   
   Series 2003-S8
   
        -- Class A affirmed at 'AAA';
        -- Class B1 affirmed at 'AA';
        -- Class B2 affirmed at 'A';
        -- Class B3 affirmed at 'BBB';
        -- Class B4 affirmed at 'BB';
        -- Class B5 affirmed at 'B'.
   
   Series 2003-S9
   
        -- Class A affirmed at 'AAA'.
        
   Series 2003-S10
   
        -- Class A affirmed at 'AAA'.
        
   Series 2003-S11
   
        -- Classes IA, IIA, and IIIA affirmed at 'AAA'.
   
   Series 2003-S12
   
        -- Classes IA, IIA, and IIIA affirmed at 'AAA'.
        
   Series 2003-AR1
   
        -- Class A affirmed at 'AAA';
        -- Class B1 upgraded to 'AAA' from 'AA';
        -- Class B2 upgraded to 'AA' from 'A';
        -- Class B3 upgraded to 'A' from 'BBB';
        -- Class B4 upgraded to 'BBB' from 'BB';
        -- Class B5 upgraded to 'BB' from 'B'.
   
   Series 2003-AR2
   
        -- Class A affirmed at 'AAA';
        -- Class M upgraded to 'AAA' from 'AA+';
        -- Class B1 upgraded to 'AAA' from 'AA';
        -- Class B2 upgraded to 'AA' from 'A';
        -- Class B3 upgraded to 'A' from 'BBB'.
   
   Series 2003-AR3
   
        -- Class A affirmed at 'AAA';
        -- Class B1 upgraded to 'AAA' from 'AA';
        -- Class B2 upgraded to 'AA-' from 'A';
        -- Class B3 upgraded to 'A' from 'BBB';
        -- Class B4 upgraded to 'BBB' from 'BB';
        -- Class B5 upgraded to 'BB' from 'B'.
   
   Series 2003-AR4
   
        -- Class A affirmed at 'AAA';
        -- Class B1 upgraded to 'AAA' from 'AA';
        -- Class B2 upgraded to 'AA' from 'A';
        -- Class B3 upgraded to 'A' from 'BBB';
        -- Class B4 upgraded to 'BBB-' from 'BB';
        -- Class B5 upgraded to 'B+' from 'B';
   
   Series 2003-AR5
   
        -- Class A affirmed at 'AAA';
        -- Class B1 upgraded to 'AA+' from 'AA';
        -- Class B2 upgraded to 'A+' from 'A';
        -- Class B3 upgraded to 'BBB+' from 'BBB';
        -- Class B4 affirmed at 'BB';
        -- Class B5 affirmed at 'B'.
        
   Series 2003-AR6
   
        -- Class A affirmed at 'AAA';
        -- Class B1 upgraded to 'AA+' from 'AA';
        -- Class B2 upgraded to 'A+' from 'A';
        -- Class B3 upgraded to 'BBB+' from 'BBB';
        -- Class B4 upgraded to 'BB+' from 'BB';
        -- Class B5 upgraded to 'B+' from 'B'.
   
   Series 2003-AR7
   
        -- Class A affirmed at 'AAA';
        -- Class B1 affirmed at 'AA';
        -- Class B2 affirmed at 'A';
        -- Class B3 affirmed at 'BBB';
        -- Class B4 affirmed at 'BB';
        -- Class B5 affirmed at 'B'.
   
   Series 2003-AR8
   
        -- Class A affirmed at 'AAA';
        -- Class B1 affirmed at 'AA';
        -- Class B2 affirmed at 'A';
        -- Class B3 affirmed at 'BBB';
        -- Class B4 affirmed at 'BB';
        -- Class B5 affirmed at 'B'.
   
   Series 2003-AR9 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'.
        
   Series 2003-AR9 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'.
   
   Series 2003-AR10
   
        -- Class A affirmed at 'AAA';
        -- Class B1 affirmed at 'AA';
        -- Class B2 affirmed at 'A';
        -- Class B3 affirmed at 'BBB';
        -- Class B4 affirmed at 'BB';
        -- Class B5 affirmed at 'B'.
   
   Series 2003-AR11
   
        -- Class A affirmed at 'AAA';
        -- Class B1 affirmed at 'AA';
        -- Class B2 affirmed at 'A';
        -- Class B3 affirmed at 'BBB';
        -- Class B4 affirmed at 'BB';
        -- Class B5 affirmed at 'B'.
        
   Series 2003-AR12
   
        -- Class A affirmed at 'AAA';
        -- Class B1 affirmed at 'AA';
        -- Class B2 affirmed at 'A';
        -- Class B3 affirmed at 'BBB';
        -- Class B4 affirmed at 'BB';
        -- Class B5 affirmed at 'B'.
   
   Washington Mutual mortgage pass-through certificates -- WAMMS:

        -- Series 2003-MS4 classes IA, IIA, and IIIA affirmed at
           'AAA'.

   Washington Mutual mortgage pass-through certificates:

        -- Series 2003-MS9 classes IA and IIA affirmed at 'AAA'.

The affirmations, affecting approximately $15 billion of the
outstanding balances, are due to credit enhancement consistent
with future loss expectations.  The upgrades, affecting
approximately $196 million of the outstanding balances, are being
taken as a result of low delinquencies and losses, as well as
increased credit support levels.  The credit enhancement for the
upgraded classes as of Nov. 25, 2004, distribution increased as
much as 2.6 times the original credit enhancement percentage,
which is a significant jump for 2003 vintage deals.  With the
exception of WAMU 2003-S11 (which had a loss of $64,346 as of Oct.
25, 2004, distribution date), none of the above deals have
suffered losses.

The collateral of the above WAMU and WAMMS deals primarily
consists of 15- to 30-year fixed-rate mortgages secured by first
liens on one- to four-family residential properties.  The 'AR'
deals have collateral which consists of 15- to 30-year adjustable-
rate mortgages, also secured by first liens on one- to four-family
residential properties.

The pool factors (i.e. current mortgage loans outstanding as a
percentage of the initial pool) for these deals range from 6%
(WAMU 2002-S1) to 89% (WAMU 2003-S9).  Further information
regarding current delinquency, loss, and credit enhancement
statistics is available on the Fitch Ratings web site at
http://www.fitchratings.com/


WESCO DISTRIBUTION: S&P Puts B+ Corp. Rating on CreditWatch Pos.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on WESCO Distribution Inc. on
CreditWatch with positive implications.  

At Sept. 30, 2004, WESCO, a leading industrial distributor, had
approximately $790 million in total debt outstanding, including
account receivable securitizations and the present value of
operating leases.

"The CreditWatch listing reflects improving operating and
financial performance, the expectation of continued solid end-
market demand, and the company's announcement that it intends to
sell approximately $108 million of common equity, with the
proceeds expected to be used to reduce debt usage," said Standard
& Poor's credit analyst Joel Levington.

"The combination of improving financial performance--such as
earnings increasing 81% year-over-year through Sept. 30, 2004, and
additional debt reduction from both the potential equity offering
and from cash generation that typically occurs in the fourth
quarter, could lead to a credit profile that is stronger than
expected at the current rating level.  We hope to complete the
review within the next 90 days," Mr. Levington added.

Key considerations before taking a further rating action include:
management's long-term financial policies; structural operating
activities affecting the cost; and the company's strategic
external growth initiatives.


WESTPOINT STEVENS: Enters Luxury Bed & Bath Market with Charisma
----------------------------------------------------------------
WestPoint Stevens Inc. (OTC Bulletin Board: WSPT) has gained what
is perhaps the ultimate luxury brand for bed and bath in a
licensing agreement to market the famed Charisma(R) line.  Under
WestPoint Stevens, Charisma's placement will be marked by
exclusivity, with limited distribution to select department stores
and upscale catalogs.

"Over time, Charisma has become the absolute standard of luxury
for bed and bath products in the home furnishings industry, with
well-established brand recognition by consumers.  Few brands have
had the luxury-market impact that Charisma has shown," said
President - Bed and Bath Robert B. (Bob) Dale.  "It's a brand so
key that we're launching an entire new division -- Charisma Home -
- to optimize the opportunities it offers.

"In taking Charisma forward, we will stay true to the brand's
unique concept of properties while enhancing its position as the
aspirational brand for discriminating consumers whose lifestyle
embraces real luxury," Mr. Dale added.

Basic Bedding Division President Arthur (Art) Birkins sees
Charisma as a significant boost to the luxury level of that
business.  "Over the past few years, there's been a surge in
higher-end products in basic bedding. There's a solid trend toward
building a better bed that starts with pads and pillows, and
consumers look for higher thread counts and upscale fabrics and
constructions.  Charisma offers a great opportunity to meet these
demands."

At WestPoint Stevens, Charisma Home will encompass fashion bedding
and decorative pillows, bath and bath accessories and a range of
basic bedding that includes blankets, throws and down and down-
alternative products.  The anticipated Charisma shipping date is
fourth quarter 2005.

"As we continue to see the whole bedding and bath market trading
up in constructions and design, Charisma is ideal to be positioned
as a 'best in class' line, with super-premium product and price
points," said Judi Alexander, who will head up the new division as
Vice President - Charisma Home."

Ms. Alexander has been with the Company for eight years, most
recently as Vice President - Marketing for the Basic Bedding
Division.  "She brings impressive marketing and product
development experience to lead the Charisma Home Division, with a
solid background in the luxury market from her work with utility
products in our Ralph Lauren Home(R) license, another valuable
luxury line," noted Mr. Dale.  "Of special value to Charisma Home
is her expertise in market research and targeting specific
consumers, such as those who seek the luxury of Charisma.

Before joining WestPoint Stevens, she was part of the original
launch team for the introduction of Calvin Klein Home in 1995.

Jeff Cohen, Co-Chairman of Earthbound LLC, which chose WestPoint
Stevens to market Charisma, emphasized that WestPoint's reputation
for quality product and established success with other well-known
licenses were key factors in leading Earthbound to place the
prestigious Charisma license with the home fashions giant.  
"WestPoint's own flagship Martex(R) brand is an institution in
this business -- a quality product carefully built and marketed
over many years -- and the Company's success with licenses such as
Ralph Lauren Home and Disney Home(R) shows its expertise in
recognizing and maximizing brand potential.  We are confident that
WestPoint Stevens will create a whole new level of consumer demand
for Charisma."  The Charisma trademark is owned by Official
Pillowtex LLC.

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.


XLO GROUP: Resilience Capital Completes Private Acquisition
-----------------------------------------------------------
Resilience Capital Partners LLC and The Dan T. Moore Company
completed the acquisition of The XLO Group of Companies and its
subsidiaries Excello Specialty Company and XLO Jacksonville last
week.  The new company will be known as Excello Engineered Systems
LLC.

Terms of the transaction were not disclosed.

Founded in 1934, XLO is a leading Tier 1 manufacturer of die cut
and molded film and foam laminated water shields for the
automotive industry. XLO has achieved leading market share for its
principal products through its long- standing relationships with
its customers and vendors. The company is headquartered in
Cleveland, Ohio and has manufacturing facilities in Macedonia,
Ohio and Jacksonville, Florida.

"We are excited about the opportunity to acquire this very unique
niche oriented automotive supplier. We look forward to continuing
the tradition XLO has established by serving its customers for
over 50 years with its dedicated and skilled workforce," said
Steven Rosen, Managing Partner of Resilience Capital Partners.

"Like many Tier 1 automotive suppliers, XLO has faced a
challenging environment over the past few years. We are confident
in our ability to grow this business, in partnership with its
customers, vendors and employees, to continue to provide
innovation and world-class quality to its customers," added Bassem
Mansour, Managing Partner of Resilience Capital Partners.

The XLO transaction is the third acquisition this year and the
sixth overall for Resilience.

             About Resilience Capital Partners LLC

Resilience Capital Partners -- http://www.resiliencecapital.com/
-- is a private equity firm based in Cleveland, Ohio focused on
investing in underperforming and turnaround situations.
Resilience's investment strategy is to acquire lower middle market
companies that have solid fundamental business prospects, but have
suffered from a cyclical industry downturn, are under-capitalized,
or have less than adequate management resources. Resilience
typically acquires companies with revenues of $10 million to $100
million.

               SSG Capital Played a Key Role

SSG Capital was retained by XLO as it was in the midst of
executing a financial and operational turnaround and the
resolution of its senior secured debt obligations.  SSG's job was
to explore strategic alternatives.  

"Working under a demanding timeline, SSG assisted the Company in
completing a transaction that involved the sale of its business to
private investors," SSG said in a written statement last week
while refusing to provide any other information about the
transaction.  

The SSG professionals involved in this transaction were Geoffrey
Frankel, Michael Goodman and Matthew Sobieralski of SSG Capital
Advisors, L.P., Shaun Donnellan and Torben von Staden of Glass &
Associates, Inc. and Shawn Riley, Jean Robertson and David Watson
of McDonald Hopkins Co., LPA.

As a boutique investment banking firm, SSG Capital Advisors, L.P.
-- http://www.ssgca.com/-- specializes in advising businesses and  
investors in special situations.  Armed with a strong team and a
broad base of relevant experience, the firm assists companies  
throughout the world facing  these challenging situations.  In the
past five years, SSG has completed over 100 investment banking
assignments on behalf of its clients.


ZAXIS INTERNATIONAL: Trustee Sells Corporate Shell for $35,000
--------------------------------------------------------------
Kathryn A. Belfance, the Chapter 7 Trustee overseeing the
liquidation of Zaxis International, Inc., sought and obtained
permission from the Honorable Marilyn Shea-Stonum of the U.S.
Bankruptcy Court for the Northern District of Ohio, Eastern
Division, to sell the Debtor's corporate shell for $35,000, in
cash, to Park Avenue Group, Inc.  

The Bankruptcy Court found that, "based upon the fact that no
objection was filed in response to the Trustee's Notice, Park
Avenue's purchase of the Shell is in good faith and Park Avenue is
a good faith purchaser entitled to protections of 11 U.S.C.
Section 363(m)."  There is no indication that the Securities and
Exchange Commission received notice of the proposed sale.  The SEC
typically takes a dim view of trafficking in public shells.     

The Bankruptcy Court additionally authorized the Purchaser to take
seven additional actions following the sale:

    (1) Appoint a new board of directors of Zaxis;  

    (2) The new board of directors shall be authorized to Amend
        Zaxis' articles of incorporation to increase the
        authorized number of shares of common stock of Zaxis to
        100,000,000 shares of common stock;  

    (3) The new board of directors shall be authorized to amend
        Zaxis' articles of incorporation to change the par value
        of Zaxis' common stock and preferred stock, if any, to
        $.0001;

    (4) Issue up to 30,000,000 shares of common stock par value
        $.0001 to the purchaser and new management of Zaxis, which
        management shall be appointed by the newly-constituted
        board of directors;  

    (5) Authorize the newly-constituted board of directors to
        implement a reverse split of issued and outstanding common
        stock in a ratio to be determined the newly-constituted
        board of directors;  

    (6) Cancel and extinguish, if any, all common share conversion
        rights of any kind, including, but not limited to,
        warrants, options, convertible bonds, other convertible
        debt instruments, and convertible preferred stock; and   

    (7) Cancel and extinguish, if any, all preferred shares of
        every series and accompanying conversion rights of any
        kind.  

Following these transactions, Zaxis' new shareholders are:

     Individual                              Equity Stake
     ----------                              ------------
     Ivo Heiden  
     (serving as President and Director)
     115 East 57th Street, Suite 1122
     New York, NY 10022                      50.25%

     Richard Rubin
     115 East 57th Street, Suite 1122
     New York, NY 10022                         18.27%

     Thomas J. Craft, Jr.
     11000 Prosperity Farms Road
     Palm Beach Gardens, FL 33401             18.27%

     Juergen Heiden
     Dorfstrasse 21
     18314 Luedershagen, Germany              13.71%

Zaxis International Inc., a Delaware corporation, filed a
chapter 7 petition on November 6, 2002 (Bankr. N.D. Ohio Case
No. 02-55160).  Prior to filing for bankruptcy, Zaxis manufactured
and sold products used in electrophoresis, an electrochemical
process used to analyze genetic material and its components such
as proteins and DNA.  When Zaxis filed for bankruptcy, it reported
$181,000 in assets and $1.3 million in liabilities.  Robert B.
Trattner, Esq., in Akron, Ohio, serves as counsel to the chapter 7
trustee.


* BOND PRICING: For the week of December 13 - December 17, 2004
--------------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21    15
Adelphia Comm.                         6.000%  02/15/06    17
AMR Corp.                              9.000%  09/15/16    72
Applied Extrusion                     10.750%  07/01/11    59
Armstrong World                        6.350%  08/15/03    70
Bank New England                       8.750%  04/01/99    16
Burlington Northern                    3.200%  01/01/45    58
Calpine Corp.                          7.750%  04/15/09    69
Calpine Corp.                          7.785%  04/01/08    72
Calpine Corp.                          8.500%  02/15/11    69
Calpine Corp.                          8.625%  08/15/10    72
Comcast Corp.                          2.000%  10/15/29    44
Delta Air Lines                        7.900%  12/15/09    60
Delta Air Lines                        8.000%  06/03/23    65
Delta Air Lines                        8.300%  12/15/29    46
Delta Air Lines                        9.000%  05/15/16    48
Delta Air Lines                        9.250%  03/15/22    46
Delta Air Lines                        9.750%  05/15/21    44
Delta Air Lines                       10.000%  08/15/08    72
Delta Air Lines                       10.125%  05/15/10    59
Delta Air Lines                       10.375%  02/01/11    53
Dobson Comm. Corp.                     8.875%  10/01/13    72
Evergreen Int'l Avi.                  12.000%  05/15/10    73
Falcon Products                       11.375%  06/15/09    45
Federal-Mogul Co.                      7.500%  01/15/09    33
Finova Group                           7.500%  11/15/09    49
Iridium LLC/CAP                       14.000%  07/15/05    13
Inland Fiber                           9.625%  11/15/07    41
Kaiser Aluminum & Chem.               12.750%  02/01/03    18
Lehmann Bros. Hldg.                    6.000%  05/26/05    64
Level 3 Comm. Inc.                     2.875%  07/15/10    72
Level 3 Comm. Inc.                     6.000%  09/15/09    61
Level 3 Comm. Inc.                     6.000%  03/15/10    58
Liberty Media                          3.750%  02/15/30    69
Loral Cyberstar                       10.000%  07/15/06    73
Mirant Corp.                           2.500%  06/15/21    70
Mirant Corp.                           5.750%  07/15/07    73
Mississippi Chem.                      7.250%  11/15/17    69
Northern Pacific Railway               3.000%  01/01/47    57
Nutritional Src.                      10.125%  08/01/09    67
Oglebay Norton                        10.000%  02/01/09    74
O'Sullivan Ind.                       13.375%  10/15/09    45
Pegasus Satellite                     12.375%  08/01/06    64
Pegasus Satellite                     13.500%  03/01/07     1
Pen Holdings Inc.                      9.875%  06/15/08    54
RCN Corp.                             10.000%  10/15/07    55
RCN Corp.                             10.125%  01/15/10    60
RCN Corp.                             11.125%  10/15/07    59
Reliance Group Holdings                9.000%  11/15/00    26
Syratech Corp.                        11.000%  04/15/07    48
Trico Marine Service                   8.875%  05/15/12    63
Tower Automotive                       5.750%  05/15/24    61
United Air Lines                       9.125%  01/15/12     6
United Air Lines                      10.670%  05/01/04     6
Univ. Health Services                  0.426%  06/23/20    59
Westpoint Stevens                      7.875%  06/15/08     0
Zurich Reinsurance                     7.125%  10/15/23    62

                          *********

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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