TCR_Public/041215.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, December 15, 2004, Vol. 8, No. 276

                           Headlines

AAL PROPERTIES INC: Case Summary & 20 Largest Unsecured Creditors
ACCURATE WEB INC: Case Summary & 20 Largest Unsecured Creditors
ADELPHIA COMMS: Selling Security Business to Innova for $38.2 Mil.
ALERIS INTL: S&P Upgrades Ratings After Commonwealth Merger
ALLIANCE IMAGING: S&P Places B+ Rating on $410 Million Term Loan

ALPHARX INC: Auditors Raises Going Concern Doubt
AMERISERV FINANCIAL: Shareholders Okay 2nd Sale of Common Stock
AMES DEPARTMENT STORES: Who Gets What Under the Chapter 11 Plan
AMES DEPARTMENT: Court Okays Rocky Hill Property Sale to T. Briggs
ARCH COAL: S&P Rates Proposed $700M Revolving Facility at BB+

ATA AIRLINES: Wilmington Trust Asks Court for Adequate Protection
ATHLETE'S FOOT: Hires Angel & Frankel as Bankruptcy Counsel
ATHELETE'S FOOT: Look for Bankruptcy Schedules on Jan. 24
BIO-RAD LAB: Selling $200 Million of Senior Subordinated Notes
BIO-RAD LAB: Moody's Rates $200M Sr. Unsec. Sub. Notes at Ba3

BIO-RAD LAB: S&P Rates Proposed $200M Subordinated Notes at BB-
BOMBARDIER INC: S&P Places Ratings on CreditWatch Negative
BROOKS FORD INC: Voluntary Chapter 11 Case Summary
CANTERBURY CONSULTING: Nasdaq Will Delist Common Stock on Friday
CATHOLIC CHURCH: Spokane Diocese Will Keep Victims' Names Secret

CHESAPEAKE ENERGY: Gets Requisite Consents to Amend Indenture
CITICORP MORTGAGE: Fitch Junks Series 1990-18 Class B Issue
CONEXANT SYSTEMS: Expects $50-Mil Consumption in Channel Inventory
CSFB HOME: S&P Affirms BB Rating on Series 2003-4 Class B-2 Certs.
DAN RIVER: Selling Engineered Products Biz for $9.37 Million

DATATEC SYSTEMS: Plans to Reorganize Under Chapter 11
DELPHI CORP: Fitch Downgrades Rating on Preferred Trust to BB+
DISTINCTIVE DEVICES: Losses & Deficit Raise Going Concern Doubts
DPL INC: S&P Affirms Low-B Ratings After SEC Filing Compliance
ENRON CORP: Objects to Banca Nazionale's Multi-Million Claims

FEDERAL-MOGUL: Asbestos Property Damage Committee Objects to Plan
FIRST HORIZON: S&P Places Low-B Ratings on 36 Certificate Classes
GENERAL MILLS: Will Use Snack Ventures Deal Proceeds to Trim Debt
GLOBAL CROSSING: Dist. Court Okays $325-Mil Securities Settlement
GLOBALNET CORP: Independent Accountants Raises Going Concern Doubt

GOODMAN GLOBAL: Moody's Junks $450M Senior Subordinated Notes
GRACE INDUSTRIES: Wants Access to $1.4 Million of Cash Collateral
GRACE INDUSTRIES: Section 341(a) Meeting Slated for January 3
GREEN TREE FINANCIAL: Moody's Junks Twelve Certificate Classes
HANOVER DIRECT: Gets Delisting Notice from American Stock Exchange

HAYES LEMMERZ: Wants to Correct Arithmetic Error in Modified Plan
HUFFY CORP: Has Until Jan. 11 to Make Lease-Related Decisions
HUFFY CORP: Committee Taps PwC Corporate Finance as Fin'l Advisor
IMAX CORP: Settles Litigation with United Cinemas' Former Owners
INN OF THE MOUNTAIN: 2nd Quarter Revenues Up 12.6% from Last Year

INTL IMAGING: Losses & Deficits Raise Going Concern Doubts
IWO ESCROW: S&P Junks $150M Senior Secured & $75M Discount Notes
KAISER ALUMINUM: Selling Prospect Plains Lot to Prospect Crossing
LAND O'LAKES: Moody's Affirms Ba2 Senior Implied Rating
MARINER HEALTH: Subsidiary Plans to Prepay Mortgages to Omega

MIRANT CORP: Failed to Make Scheduled Payment Despite Court Order
MIRANT CORPORATION: Employs Piper Rudnick as Special Counsel
MISSISSIPPI AUTO RENTAL: Voluntary Chapter 11 Case Summary
NEW CENTURY: Extends 3.50% Convertible Sr. Debt Offer to Dec. 23
NRG ENERGY: Offering $400 Mil. Convertible Perpetual Pref. Stock

NOVA CHEMICALS: Board Approves Rule 10b5-1 Stock Trading Plans
OVERSEAS SHIPHOLDING: Moody's Reviewing Ratings & May Downgrade
PARAMOUNT RESOURCES: S&P Places Ratings on CreditWatch Negative
PIUTE PIPELINE: Wants to Hire Bennington as Bankruptcy Counsel
PIUTE PIPELINE: Section 341(a) Meeting Slated for January 4

PREMIER PROPERTIES: Voluntary Chapter 11 Case Summary
PRINTPACK HOLDINGS: S&P Revises Outlook on BB Ratings to Positive
QUIK COMMISSIONS: Will Distribute Gibraltar Shares to Creditors
RCN CORP: Court Allows $3 Million IBM Patent Infringement Claim
RELIANCE GROUP: Creditors Committee Files Amended Plan for RFSC

RHODES INC: Court Approves $88 Million DIP Credit Facility
SOMERSET APTS: Case Summary & 3 Largest Unsecured Creditors
SPHERIS INC: S&P Junks Proposed $125 Million Subordinated Notes
SPIEGEL INC: Wants Court Nod on Lease Satisfaction Agreement
TEMBEC INC: Will Temporarily Suspend Activities at Kapuskasing

TERRA INDUSTRIES: Anglo American to Complete Sale of Common Stock
TERRACE OF SHREVEPORT: Case Summary & Largest Unsecured Creditors
TIAA CMBS: S&P Affirms Low-B Ratings on Six Certificate Classes
TRIMAS CORP: High Debt Leverage Prompts S&P to Review Ratings
U.S. CAN: S&P Affirms B Corporate Credit Rating After Review

UNITED AIRLINES: Cuts Compensation & Benefits to Save $12 Million
UNITED AIRLINES: Pension Rep. Wants to Join in Sec. 1113 Discovery
UNITED AIRLINES: Names David Wing Vice President & Controller
USURF AMERICA: Names Craig Cook Vice President of Operations
WAYLAND INVESTMENT: Revolver & Sr. Subordinated Notes Paid in Full

WESCORP ENERGY: Accumulated Deficit Spurs Going Concern Doubt

* Upcoming Meetings, Conferences and Seminars


                           *********

AAL PROPERTIES INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: AAL Properties Inc.
        dba Bluegrass Senior Services
        156 Haven Hill Road
        Shelbyville, Kentucky 40066

Bankruptcy Case No.: 04-31061

Type of Business: The Company operates a nursing home for senior
                  citizens.

Chapter 11 Petition Date: December 8, 2004

Court: Eastern District of Kentucky (Frankfort)

Judge:  William S. Howard

Debtor's Counsel: Neil C. Bordy, Esq.
                  Seiller & Handmaker LLP
                  2200 Meidinger Tower
                  462 South 4th Avenue
                  Louisville, Kentucky 40202-3446
                  Tel: (502) 584-7400

Financial Condition as of December 7, 2004:

      Total Assets: $2,600,000

      Total Debts:  $2,266,327

Debtor's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Southern Group                                 $33,489
104 Waverely Drive
Bardstown, Kentucky 40004

Internal Revenue Service                       $16,284
Attn Chief Special Procedures Function
PO Box 1706 Stop 510
Louisville, Kentucky 40201

Premium Assignment                              $5,138
PO Box 3100
Tallahassee, Florida 32315

Kentucky Revenue Cabinet                        $3,040

Blackburn Hundley                               $2,600

F&S Pest Control                                $1,625

AIK Company                                     $1,440

Kentucky Revenue Cabinet                        $1,247

Smith & Company                                 $1,106

Shelbv County Revenue Community                   $664

Kentucky Utilities                                $623

Capital One Bank                                  $493

Tyco                                              $331

News Sentinel                                     $323

BellSouth                                         $294

Johnson Diversey                                  $280

Water Company                                     $246

Atom Energy                                       $245

Jewish Hospital                                   $245

Hardec's                                          $209


ACCURATE WEB INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Accurate Web, Inc.
        32 Windsor Avenue
        Central Islip, New York 11722

Bankruptcy Case No.: 04-87841

Chapter 11 Petition Date: December 13, 2004

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Richard F Artura, Esq.
                  Reno & Artura
                  150 East Sunrise Highway
                  Lindenhurst, New York 11757
                  Tel: (631) 226-5400
                  Fax: (631) 226-5498

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
GE Capital Corporation                                $1,200,000
44 Old Ridgebury Road
Danbury, Connecticut 06810

Internal Revenue Service         Trade Debt             $225,000
10 Metro Tech Center
625 Fulton Street
Brooklyn, New York 11207

North Fork Bank                                         $150,000
245 Love Lane
Mattituck, New York 11952

Reckson FS Limited Partnership                          $133,000
225 Broadhollow Road
Melville, New York 11747

American Express                                         $50,090

Sun Chemical Corporation                                 $38,306

Athens Paper                                             $32,474

Keyspan Energy Delivery                                  $26,350

H.A. Metzger, Inc.                                       $21,305

Three Dimensional Chemical                               $19,738

LIPA                                                     $13,599

Spiel Associates, Inc.                                   $12,500

New York State Insurance Fund                            $12,218

Horizon Healthcare                                       $11,757

Wallack Freight Lines, Inc.                              $11,200

Triumph Container Inc.                                    $9,200

Wikoff Color Corporation                                  $9,159

Basysprint                                                $7,483

Berkshire-Westwood Graphic                                $6,086

MetLife                                                   $5,938


ADELPHIA COMMS: Selling Security Business to Innova for $38.2 Mil.
------------------------------------------------------------------
Adelphia Cable Partners, LP, and West Boca Acquisition Limited
Partnership -- the Holding Company -- are the partners of
Starpoint Limited Partnership.  Adelphia Cable is the general
partner while West Boca is the limited partner.  Adelphia Cable
and West Boca are indirect subsidiaries of Adelphia
Communications' debtor-affiliate ACC Operations, Inc.

Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher, in New York,
relates that Starpoint and its three subsidiaries, Cable Sentry
Corporation, Coral Security, Inc., and Westview Security, Inc. --
the Security Business Debtors -- run the residential and
commercial security business of the ACOM Debtors in New York,
Florida and Pennsylvania.

As part of their efforts to exit non-core lines of business, the
ACOM Debtors initiated a marketing and sale process for
substantially all of the assets of the Security Business Debtors.
In April 2004, the Debtors, with their financial advisor, Lazard
Freres & Co. LLC, undertook a marketing effort to solicit interest
in the Security Business.  The Debtors and Lazard contacted 68
potential strategic and financial interested parties.  Forty-one
of the 68 parties executed confidentiality agreements and engaged
in various levels of due diligence, of which 15 submitted written
indications of interest.

After receiving indications of interest, the Debtors engaged in
preliminary discussions with a select number of bidders that had
submitted the most attractive initial indications of interest.
After evaluating and scrutinizing the indications of interest, the
Debtors preliminarily concluded, in an exercise of their business
judgment, that Innova Security Solutions, LLC's offer for the
Security Business was the highest and otherwise best offer.

To facilitate further negotiations with Innova, the Debtors asked
the Court to approve an expense reimbursement letter on
October 4, 2004.  The Letter provided for the reimbursement of
Innova's expenses in connection with the negotiation of a
definitive sale agreement with the Debtors under certain
circumstances.  The Court approved the Expense Letter on
October 22, 2004.  Both the Expense Letter and Court Order are
filed under seal.

Negotiations with Innova ultimately resulted in the parties' entry
into a stalking horse agreement on November 19, 2004.

The ACOM Debtors now ask the Court to approve the sale of the
Security Business to Innova pursuant to the terms of the Stalking
Horse Agreement or alternatively to a Successful Bidder, free and
clear of liens, claims, encumbrances and interests.

A full-text copy of the Asset Purchase Agreement is available for
free at:

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

The salient terms of the Asset Purchase Agreement are:

A. Consideration

    The consideration for the Security Business is the Purchase
    Price and the assumption of the Assumed Liabilities.  The
    Purchase Price is estimated at about $38,200,000, and will
    equal:

       (i) the product of 34 multiplied by the Performing
           Recurring Monthly Revenue as of the Closing Date; plus

      (ii) the product of 18 multiplied by the Third Party
           Monitoring RMR as of the Closing Date; plus

     (iii) Net Non-Cash Working Capital as of the Closing Date if
           the same is a positive number; or minus

      (iv) the absolute value of Net Non-Cash Working Capital as
           of the Closing Date if the same is a negative number.

    The Purchase Price is subject to limited adjustment 90 days
    after the Closing.  On account of the Purchase Price, Innova
    delivered a $3,820,244 deposit.

B. Purchased Assets

    The Purchased Assets will include:

       -- Bulk and Commercial Agreements;
       -- Individual Customer Agreements;
       -- Inventory;
       -- Owned Equipment, excluding Excluded Software;
       -- Leased Equipment;
       -- Real Property Agreements;
       -- Vendor Agreements;
       -- Prepaid Expenses and other assets;
       -- security deposits;
       -- Work in Progress;
       -- Third Party Monitoring Agreements;
       -- intangible rights and property;
       -- all licenses and permits for the Security Business; and
       -- other specified assets except the Excluded Assets.

C. Assumed Liabilities

    As of the Closing Date, Innova will assume these liabilities:

       -- any liability relating to actions or omissions take or
          not taken by Innova at any time after the Closing in
          connection with the ownership or use of the Purchased
          Assets;

       -- the Current Liabilities incurred by the Debtors in the
          ordinary course of business relating to the Purchased
          Assets that remain unpaid at and are current under the
          Generally Accepted Accounting Principles as of the
          Closing Date, excluding the Debtors' obligation to cure
          under any assumed agreements;

       -- any liability to the Debtors' customers they incurred in
          ordinary course for non-delinquent orders outstanding as
          of the Closing Date;

       -- any liability arising after the Closing Date under the
          Assumed Agreements;

       -- any liability to the Debtors' regular employees on the
          Closing Date, and the M&A Qualified Beneficiaries in
          accordance with the Stalking Horse Agreement; and

       -- 50% of any taxes attributable to the transactions
          contemplated by the Transaction Agreements and any taxes
          accruing after the Closing Date with respect to Innova's
          ownership of the Purchased Assets or operation of the
          Business after the Closing Date.

D. Closing

    The Closing is scheduled 30 days after the date as of which
    the Sale Order is entered or at another time and place as the
    parties may agree.

E. Termination

    The Stalking Horse Agreement may be terminated prior to the
    Closing:

       (i) by mutual consent of the parties;

      (ii) by either party, if the Court has not entered the
           Bidding Procedures Order by December 18, 2004, and the
           Sale Order by February 15, 2005;

     (iii) by either party, upon 30 days' written notice, if the
           non-terminating party is in material breach of the
           Stalking Horse Agreement and does not cure the breach
           within the 30 days;

      (iv) by either party, if the Closing will have not occurred
           within 30 Business Days of the entry of the Sale Order
           because any of the conditions to Closing are not
           satisfied or waived; and

       (v) by the Security Business Debtors, in the event a
           Competing Bid is accepted that is a higher or otherwise
           better offer in accordance with the Bidding Procedures
           Order.

F. Indemnification

    The Security Business Debtors agree, jointly and severally,
    to indemnify Innova and defend and reimburse Innova in
    connection with:

       (i) any breach of a representation, warranty or covenant;
           and

      (ii) the Circle Arbitration.

    The indemnification obligation is limited to the Closing
    Holdback Deposit minus certain payments except as set forth in
    the Stalking Horse Agreement.  The indemnification obligations
    terminate on the six-month anniversary of the Closing Date.

The decision to sell the Security Business is based on the
Debtors' sound business judgment and must be approved, Mr.
Shalhoub says.

While in the process of identifying and exiting non-core lines of
business, the Debtors determined that the Security Business is not
critical to their reorganization because the Business' nature is
well outside the scope of the Debtors' core business.  The Debtors
also believe that the sale of the Security Business will provide a
greater return to stakeholders than a reorganization involving, or
other administration of, the Security Business.

The Debtors believe that the consideration to be paid by Innova,
or if applicable, a Successful Bidder, is fair and reasonable.
Mr. Shalhoub explains that the Purchase Price was the subject of
extensive negotiations and represents that highest offer after a
thorough marketing process.  Moreover, the auction process will
dispel any doubt as to the reasonableness of the consideration.

Mr. Shalhoub contends that it is appropriate that the Security
Business be sold free and clear of encumbrances pursuant to
Section 363(f) of the Bankruptcy Code, except for Permitted Liens
and the Assumed Liabilities expressly assumed by a Successful
Bidder, with any of the liens, claims, encumbrances or interests
to attach to the net sale proceeds of the Security Business.

The Debtors are not aware of any valid encumbrances on any
property being sold under the Stalking Horse Agreement.
Therefore, the sale of the Security Business satisfies Section
363(f)(3) of the Bankruptcy Code, Mr. Shalhoub concludes.
Additionally, each of the parties purportedly holding an
encumbrance on the Security Business could be compelled to accept
monetary satisfaction of the interests satisfying Section
363(f)(5).

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729. Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 75; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALERIS INTL: S&P Upgrades Ratings After Commonwealth Merger
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Cleveland, Ohio-based Aleris International, Inc.,
(formerly IMCO Recycling Inc.) to 'B+' from 'B'.

It also raised its rating on the company's senior secured debt to
'B' from 'B-' and removed both ratings from CreditWatch where they
were placed with positive implications on June 17, 2004.  The
outlook is stable.

At the same time, Standard & Poor's affirmed its 'B-' rating on
Aleris' $125 million senior unsecured notes due 2014.  Standard &
Poor's also withdrew its ratings on Commonwealth Industries, Inc.
All debt at Commonwealth has been repaid.  These actions follow
the announcement that IMCO and Commonwealth have completed their
previously announced merger.  The combined company is now called
Aleris International, Inc.

"The upgrade of Aleris' ratings reflects the improvement in the
company's business and financial profiles due to its merger with
Commonwealth," said Standard & Poor's credit analyst Paul Vastola.
Ratings on Aleris take into account its below-average business
profile due to its exposure to highly cyclical and competitive
industries, volatile commodity pricing, and thin margins.  The
financial profile is also aggressive.

With aluminum metal recycling capabilities, Aleris is a vertically
integrated manufacturer of aluminum sheet for distributors and the
transportation, construction, and consumer durables end-use
markets.  International operations generate about 15% of revenues.
The company is expected to achieve annual cost synergies of
approximately $25 million within 18 to 24 months from procurement
savings, the integration of complementary operations, selling,
general and administrative cost reductions, and the application of
best practices at plant operations.


ALLIANCE IMAGING: S&P Places B+ Rating on $410 Million Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' debt rating and
'3' recovery rating to Alliance Imaging Inc.'s $410 million term
loan C due 2011.  The debt rating is the same as the company's
'B+' corporate credit rating; this, and the '3' recovery rating
indicate that investors should expect meaningful recovery of
principal (50%-80%) in the event of a bankruptcy.

The proceeds of this loan combined with the proceeds of a
$150 million senior subordinated note issuance will be used to
repay the company's existing $256 million term loan C and retire
$260 million of outstanding 10 3/8% senior subordinated notes due
2011, which were tendered on Nov. 30.  Because of a premium on the
tendered debt and issuance fees, the transaction will add
$44 million of incremental debt for total pro forma debt of
$595 million (including about $10 million in leases).

"Alliance Imaging Inc.'s ratings reflect the highly fragmented and
competitive nature of the medical imaging industry, the company's
concentration in mobile MRI facilities, and the risk of changes to
reimbursement," said Standard & Poor's credit analyst Cheryl
Richer.  These concerns overshadow favorable industry
demographics, the company's national presence, and its industry
reputation for quality.  The rating is also supported by the
company's positive free cash flow generation and strong financial
metrics.

With 481 diagnostic imaging systems (including 362 MRI systems and
53 PET or PET/CT systems) and more than 1,000 customers in
43 states, Anaheim, California-based Alliance is the largest U.S.
mobile scan provider, offering MRI scan services to hospitals
based on the number of scans or the length of use.  It also offers
PET services to large hospitals with oncology practices.  The
company's competitors include InSight Health Service Corp.,
MedQuest, Inc., and Radiologix, Inc.  While mobile operations
provide higher margins, they add risk to the portfolio; about
one-third of contracts renew annually, and competition centers
largely on price.  Over the past couple of years, contract
renewals have been even more uncertain as attractive
vendor-finance arrangements have increased the likelihood that
higher volume customers will acquire their own imaging equipment.

Alliance has grown through small acquisitions and contract-linked
equipment purchases.  The company is rationalizing its mobile
fleet in an attempt to reduce its revenue gap, which it defines as
(annualized) contractual revenues lost net of (annualized)
contractual revenues gained.

In addition, the company has begun to diversify into fixed-site
centers, and plans to add between 12-15 new sites per year. Its
strategy is to partner with hospitals that offer a known and
relatively secure level of patient throughput.  The fixed-site
initiative also effectively replaces riskier contract-based
relationships with ones in which both parties are invested in the
success of the venture.  In addition, Alliance is adding PET/CT
facilities to capitalize on the expanding number of indications
reimbursed by third parties; the average number of PET systems in
its fleet grew to 50 in the third quarter of 2004 from 41 in the
third quarter of 2003.  Alliance receives about 88% of revenues
from wholesale (hospital and health care) providers.  Although its
sales profile minimizes its direct exposure to Medicare and
provides a measure of revenue visibility, future reductions in
pricing are possible given ongoing pressures on health care costs.
In November 2004, the Center for Medicare and Medicaid Studies
announced a 21% reduction in PET hospital reimbursement rates
effective Jan. 1, 2005.


ALPHARX INC: Auditors Raises Going Concern Doubt
------------------------------------------------
AlphaRx Inc.'s net losses for the year ended September 30, 2004,
increased to $1,772,840 from $1,414,597 for the comparable period
ended September 30, 2003, an increase of $358,243 or 25%.  This
increase in net losses is principally attributed to an increase in
the marketing activities for the product Flexogan when compared to
the prior year.

As of September 30, 2004, the Company had working capital of
$2,183,913 compared to a working capital deficiency of $556,784 at
September 30, 2003.

The independent auditors' report for the year ended
Sept. 30, 2004, includes an explanatory paragraph stating that our
recurring losses from operations and working capital levels raise
substantial doubt about our ability to continue as a going
concern.

Since inception, AlphaRx has financed operations primarily from
the issuance of common stock and promissory notes and expects to
continue this practice to fund its ongoing activities.

AlphaRx currently does not have sufficient resources to complete
the commercialization of all of its proposed products or to carry
out its business strategy.  Therefore, it will likely need to
raise additional capital to fund its operations sometime in the
future.  There is no assurance that any financing will be
available when needed.  Any additional equity financings may be
dilutive to the Company's existing shareholders, and debt
financing, if available, may involve restrictive covenants on the
Company's business.

AlphaRx, Inc., is a drug delivery company specializing in the
development of innovative therapeutic products for the
pharmaceutical and consumer health care market.  Its core
competence is in the development of novel drug formulations for
therapeutic molecules or compounds that have exhibited poor G.I.
absorption due to poor solubility or have yet be administerable to
the human body with an acceptable delivery method.  Its drug
delivery system is versatile and offers significant flexibility in
the development of suitable dosage formulations (i.e. oral,
topical or parenteral) to meet the requirements of specific drug
molecules.  During 2003 the Company also started to focus on
commercialization of its products commencing with sales of
Flexogan in the Canadian market.  It acquired the worldwide
exclusive commercialization rights of VT-1 from Select
Therapeutics, Inc., in January 2003.


AMERISERV FINANCIAL: Shareholders Okay 2nd Sale of Common Stock
---------------------------------------------------------------
AmeriServ Financial, Inc., (Nasdaq: ASRV) received shareholder
approval to close a second tranche of a private offering of common
stock that will result in an additional $13.2 million in new
capital.  The first tranche -- totaling $12.6 million -- was
completed on Oct. 8.  The combined $25.8 million in capital raised
through the two-tranche private placement of common stock will be
used to strengthen AmeriServ's balance sheet.  Lehman Brothers,
Inc., acted as exclusive placement agent for the financing.

Shareholders approved the second closing during a specially
assembled meeting held in Johnstown on Dec. 10.  The vote was
necessary because of the size of the demand for AmeriServ stock
after the initial opening of the private offering.  Under NASDAQ
rules, the issuance of more than 20 percent of outstanding stock
in a private placement requires shareholder approval.  The
approval for the second sale -- representing the amount above 20
percent -- was received during the Dec. 10 meeting.

The vote by AmeriServ shareholders is a vote of confidence in
AmeriServ's direction, according to President and CEO Allan R.
Dennison.

"Leading investors have demonstrated their confidence in
AmeriServ's future through their commitment of significant funds,"
said Mr. Dennison.  "With this vote our shareholders agree that
the new capital will accelerate AmeriServ's turnaround progress by
eliminating or reducing structural impediments to our growth."

AmeriServ will use the net proceeds of the private placement to
significantly strengthen its balance sheet.  The specific actions
include:

   -- a $125 million reduction in the level of high-cost long-term
      borrowings from the Federal Home Loan Bank -- FHLB -- of
      Pittsburgh,

   -- a $15.5 million redemption of the AmeriServ Trust Preferred
      Stock, and

   -- an exit from lines of business which are typically not
      associated with a community bank.

These actions will result in a one-time after tax charge of
approximately $10 million during the current quarter.  While the
restructuring will create a loss for the fourth quarter and for
the full year 2004, AmeriServ expects to return to a significantly
improved level of profitability in the first quarter of 2005,
according to Dennison.

"We remain committed to returning to our community bank roots,"
AmeriServ Chairman Craig G. Ford told shareholders at the Dec. 10
meeting.  "This successful private placement makes AmeriServ a
stronger community bank for our region, our employees and our
shareholders."

                        About the Company

AmeriServ Financial, Inc., is the parent of AmeriServ Financial
Bank and AmeriServ Trust & Financial Services Company in
Johnstown, AmeriServ Associates of State College, and AmeriServ
Life Insurance Company.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 13, 2004,
Fitch Ratings revised the Rating Outlook of AmeriServ Financial,
Inc., and AmeriServ Financial Bank to Positive from Negative.  At
the same time, Fitch has upgraded the rating of AmeriServ Capital
Trust I to 'B-' from 'CCC+' with a Rating Outlook Positive.


AMES DEPARTMENT STORES: Who Gets What Under the Chapter 11 Plan
---------------------------------------------------------------
The Chapter 11 Plan of Ames Department Stores, Inc., and its
debtor-affiliates groups claims against and equity interests in
the Debtors into four classes:

    Class   Description          Treatment Under the Plan
    -----   -----------          ------------------------
     N/A    Administrative       Paid in full, in cash
            Expense Claims

                                 Recovery: 100%

                                 Estimated Allowed Amount:
                                 $85,570,988

     N/A    Priority Tax         Paid in full, in cash
            Claims

                                 Recovery: 100%

                                 Estimated Allowed Amount:
                                 $10,000,000

      1     Secured Claims       On the Effective Date, or as soon
                                 thereafter as is reasonably
                                 practicable, each holder of an
                                 Allowed Secured Claim will
                                 receive, at the option of the
                                 Plan Implementation Party:

                                 (1) Cash in an amount equal to
                                     100% of the unpaid amount of
                                     the Allowed Secured Claim;

                                 (2) the proceeds of the sale or
                                     disposition of the Collateral
                                     securing the Allowed Secured
                                     claim to the extent of the
                                     value of the holder's secured
                                     interest in the Allowed
                                     Secured Claim, net of the
                                     costs of disposition of that
                                     Collateral;

                                 (3) the Collateral securing the
                                     Allowed Secured Claim;

                                 (4) the treatment that leaves
                                     unaltered the legal,
                                     equitable, and contractual
                                     rights to which the holder of
                                     the Allowed Secured Claim is
                                     entitled; or

                                 (5) other distribution as
                                     necessary to satisfy the
                                     requirements of the
                                     Bankruptcy Code.

                                 Impaired

                                 Recovery: 100%

                                 Estimated Allowed Amount: $0

      2     Priority Non-Tax     On Effective Date or as soon
            Claims               thereafter as is reasonably
                                 practicable, the full amount will
                                 be distributed.

                                 Impaired

                                 Recovery: 100%

                                 Estimated Allowed Amount: $0

      3     General Unsecured    Claimants, subject to Section
            Claims               6.3(a) of the Plan, will receive
                                 their Pro Rata Share of Available
                                 Cash, but not to exceed the full
                                 amount of the Allowed Claim.

                                 Impaired

                                 Recovery: pro rata distribution
                                 of all liquidation proceeds,
                                 including collections realized on
                                 the settlement or resolution of
                                 Avoidance Actions.

                                 Estimated Allowed Amount:
                                 $802,000,000

      4     Equity Interests     On the Effective Date, all Equity
                                 Interests of Ames will be
                                 canceled, and one new share of
                                 Ames' common stock will be issued
                                 to a custodian designated by
                                 Ames.  Subject to Section 6.3(a)
                                 of the Plan, each holder of an
                                 Equity Interest will not receive
                                 any recovery.  All common stock
                                 of Ames will be cancelled on the
                                 date Ames is dissolved.

                                 Recovery: 0%

                                 Impaired

Ames Department Stores filed for chapter 11 protection on
August 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert
Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal LLP and
Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at Weil,
Gotshal & Manges LLP represent the Debtors in their restructuring
efforts.  When the Company filed for protection from their
creditors, they listed $1,901,573,000 in assets and $1,558,410,000
in liabilities.  (AMES Bankruptcy News, Issue No. 61; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


AMES DEPARTMENT: Court Okays Rocky Hill Property Sale to T. Briggs
------------------------------------------------------------------
Ames Department Stores received no competing bids for the real
property with a corporate office building located at 2418
Main Street in Rocky Hill, Connecticut.

As reported in the Troubled Company Reporter on October 14, 2004,
the Debtors inks an agreement to sell the Rocky Hill Property to
Thomas Briggs for $3.7 million subject to higher and better
offers.

Since there were no competing bids, the Debtors declared the offer
from Thomas Briggs as the highest and best bid for the Property.

At the Sale Hearing, Judge Gerber approves the Debtors' Purchase
Agreement with Mr. Briggs and authorizes the Debtors to consummate
the sale of the Rocky Hill Property to Mr. Briggs for
$3.7 million, free and clear of any liens.

Ames Department Stores filed for chapter 11 protection on
August 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert
Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal LLP and
Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at Weil,
Gotshal & Manges LLP represent the Debtors in their restructuring
efforts.  When the Company filed for protection from their
reditors, they listed $1,901,573,000 in assets and $1,558,410,000
in liabilities.  (AMES Bankruptcy News, Issue No. 60; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ARCH COAL: S&P Rates Proposed $700M Revolving Facility at BB+
-------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB+' bank loan
rating and '1' recovery rating to Arch Coal Inc.'s proposed
$700 million revolving credit facility maturing in 2009.

The 'BB+' bank loan rating is one notch above the corporate credit
rating; this and the '1' recovery rating indicate a high
expectation of full recovery of principal in the event of a
default.  The new credit facility will replace Arch Coal's
existing $350 million revolving credit facility that matures in
2007.  Standard & Poor's also affirmed its existing ratings on
Arch Coal and subsidiary Arch Western Finance LLC.  The outlook is
stable.

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

St. Louis, Missouri-based Arch Coal is one of the top U.S. coal
producers, with 2003 production of around 126 million tons, pro
forma for the recent acquisition of the Triton Coal Co.'s North
Rochelle, Powder River Basin mine in Wyoming, and the remaining
35% interest in Canyon Fuel Co.  With these acquisitions, Arch
Coal accounted for approximately 12% of total 2003 U.S. coal
production.  The company operates numerous mines in the eastern
and western coal producing regions of the U.S.


ATA AIRLINES: Wilmington Trust Asks Court for Adequate Protection
-----------------------------------------------------------------
Prior to its bankruptcy petition date, ATA Holding Corporation
financed the acquisition or lease of airframes, aircraft engines
and related parts through a number of transactions involving
Enhanced Equipment Trust Certificate programs.

Wilmington Trust Company acted as loan trustee and as
subordination agent with regard to the 2002-1, 2001-1, 1996-1 and
1997-1 series of ATA EETC programs.  Wilmington Trust holds
interests in 21 aircrafts presently used and held by ATA Airlines
and its debtor-affiliates pursuant to the EETC programs:

     Model             Quantity     EETC series
     -----             --------     -----------
     Boeing 737-832       9           2002-1
     Boeing 757-200       4           2001-1
     Boeing 757-23N       3           2001-1
     Boeing 757-23N       3           1997-1
     Boeing 757-23N       2           1996-1

Pursuant to various transactional documents, ATA is obligated to
pay Wilmington Trust, insure the aircraft, maintain the aircraft,
keep proper records of aircraft use and maintenance, and comply
with the Federal Aviation Administration regulations.  The
interests and rights of Wilmington Trust have not been disputed or
challenged.

According Andrew I. Silfen, Esq., at Arent Fox, PLLC, in New
York, the value of the Aircraft is dependent upon the Debtors'
compliance with the non-payment obligations.  The value of the
Aircraft diminish with use.  Each hour and cycle of operation
causes wear and tear and brings the Aircraft and their components
closer to their next maintenance events.  The value of a
commercial jet aircraft depends in material part on where the
airframe, landing gear, Auxiliary Power Units, and engines are in
the maintenance cycle.

Section 363(e) of the Bankruptcy Code entitles Wilmington Trust to
adequate protection of its interests to compensate for any
depreciation, deterioration, or diminution in the value of the
Aircraft.  Under Section 361, adequate protection may be provided
through cash payments, replacement lien or other relief.

Wilmington Trust asks the United States Bankruptcy Court for the
Southern District of Indiana to require the Debtors to comply with
the terms of the Transactional Documents, retroactive to the
Petition Date, including, but not limited to:

   (a) maintaining, operating, and using the Aircraft in
       compliance with the requirements and regulations of the
       FAA and any other laws with respect to the Aircraft;

   (b) maintaining, operating and using the Aircraft in
       compliance with all provisions of the Documents;

   (c) payment on a monthly basis of cash maintenance reserves
       including reserves for airframe, engine, landing gear, and
       APU maintenance at a rate to be determined at a hearing on
       Wilmington Trust's request;

   (d) periodic cash payments equal to the diminution in value of
       Wilmington Trust's interests in the Aircraft;

   (e) payment or satisfaction of all statutory or possessory
       liens against the Aircraft;

   (f) to the extent that the adequate protection provided by the
       Debtors is insufficient, the allowance of a superpriority
       administrative expense claim pursuant to Section 507(b) of
       the Bankruptcy Code for all amounts owed to Wilmington
       Trust; and

   (g) payment of all fees and expenses due under the Documents,
       including payment of:

       * postpetition interest on any owned Aircraft under the
         mortgage transactions; and

       * all fees and expenses of Wilmington Trust including the
         payment of all fees and expenses of Wilmington Trust,
         including the payment of all fees and expenses of its
         counsel and other professional advisors.

Wilmington Trust also asks the Court to direct the Debtors to show
that they can comply with any order granting adequate protection
notwithstanding any lien or priority right of payment granted
under any and all orders authorizing the Debtors to obtain
postpetition financing.

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)


ATHLETE'S FOOT: Hires Angel & Frankel as Bankruptcy Counsel
-----------------------------------------------------------
Athlete's Foot Stores, LLC and its debtor-affiliate, Delta Pace,
LLC, ask the U.S. Bankruptcy for the Southern District of New York
for permission to employ Angel & Frankel, P.C., as their general
bankruptcy counsel.

Angel & Frankel is expected to:

   (a) advise the Debtors with respect to their powers and duties
       in the continued operation of their businesses and
       management of their property as debtors and debtors-in-
       possession;

   (b) represent the Debtors before the Court, and any other court
       of competent jurisdiction, on matters pertaining to their
       affairs as debtors and debtors-in-possession, including
       prosecuting and defending litigated matters that may arise
       during the Debtors' chapter 11 cases;

   (c) advising and assisting the Debtors in the preparation and
       negotiation of a plan of reorganization with their
       creditors and other parties in interest;

   (d) prepare all necessary or appropriate applications, answers,
       orders, reports and other legal documents; and

   (e) perform all other legal services for the Debtors that may
       be desirable and necessary in their chapter 11 cases.

John H. Drucker, Esq., and Bonnie Lynn Pollack, Esq., are the lead
attorneys for the Debtors.  Mr. Drucker discloses that Angel &
Frankel received a $140,000 retainer.  Mr. Drucker will bill the
Debtors $495 per hour, and Ms. Pollack will charge $350 per hour.

Mr. Drucker reports Angel & Frankel's professionals bill:

    Professional          Designation      Hourly Rate
    ------------          -----------      -----------
    Joshua J. Angel       Member             $700.00
    Laurence May          Member              495.00
    Jeffrey K. Cymbler    Member              400.00
    Neil Y. Siegel        Associate           350.00
    Leonard H. Gerson     Associate           350.00
    Rick A. Steinberg     Associate           330.00
    Rochelle R. Weisburg  Associate           295.00
    Frederick E. Schmidt  Associate           260.00
    Seth F. Kornbluth     Associate           210.00
    Michele E. Cosenza    Associate           210.00
    Chetram Deola         MIS                  90.00
    Mario Merchan         MIS                  90.00

Mr. Drucker reports Angel & Frankel's other professionals bill:

    Designation           Hourly Rate
    ------------          -----------
    Principals/Counsel    $350 - 700
    Associates             210 - 350
    Paraprossionals         90 - 110

Angel & Frankel assures the Court that it does not represent any
interest adverse to the Debtors or their estates.

Headquartered in New York, New York, 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 December 9, 2004 (Bankr. S.D.N.Y. Case No. 04-17779).  When the
Company filed for protection from its creditors, it listed total
assets of $33,672,000 and total debts of $39,452,000.


ATHELETE'S FOOT: Look for Bankruptcy Schedules on Jan. 24
---------------------------------------------------------
The Honorable Stuart M. Bernstein of the U.S. Bankruptcy for the
Southern District of New York gave Athlete's Foot Stores, LLC, and
its debtor-affiliate, Delta Pace, LLC, more time to file their
schedules of assets and liabilities, statements of financial
affairs, and schedule of executory contracts and unexpired leases.
The Debtors have until January 24, 2005, to file those documents.

The Debtors tell the Court that because of the size and complexity
of their businesses, they will be "inundated" for the first few
weeks of their bankruptcy cases with and requests from their
vendors, lenders and other parties-in-interest and will need to
attend to other priorities.

The Debtors add that they are still accumulating and organizing
all the information needed for their Statements and Schedules.
The Debtors tell the Court that the extension will give them more
time to accurately complete and finalize their Statements and
Schedules and file those documents on or before the January 24
deadline.

The Court's order is without prejudice to the Debtors' right to
seek a further extension of the time to file their Schedules and
Statements if they find it necessary to do.

Headquartered in New York, New York, 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 December 9, 2004 (Bankr. S.D.N.Y. Case No. 04-17779).  Bonnie
Lynn Pollack, Esq., and John Howard Drucker, Esq., at Angel &
Frankel, P.C. represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed total assets of $33,672,000 and total debts
of $39,452,000.


BIO-RAD LAB: Selling $200 Million of Senior Subordinated Notes
--------------------------------------------------------------
Bio-Rad Laboratories, Inc. (AMEX: BIO; BIOb), agreed to sell
$200 million aggregate principal amount of its 6-1/8% Senior
Subordinated Notes due 2014 in a private offering.  The Company
intends to close the transaction on Dec. 21, 2004.

The Company intends to use the proceeds for working capital and
general corporate purposes, which may include acquisitions.

The new Senior Subordinated 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 of
1933, as amended.  Unless so registered, the new Senior
Subordinated 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.

Bio-Rad Laboratories for more than 50 years has provided a broad
range of innovative tools and services to the clinical diagnostics
and life science research markets.  The company is world renowned
among hospitals, universities, major research institutions,
biotechnology and pharmaceutical firms for its commitment to
quality and customer service.  It has built strong customer
relationships that advance research and development efforts and
support the commercialization of new technology, especially in the
high-growth fields of genomics, proteomics, biopharmaceutical
discovery, food safety and biotechnology education.  Bio-Rad now
manufactures and distributes thousands of products that
incorporate a wide range of technologies including
electrophoresis, imaging, immunoassay, chromatography,
microbiology, bioinformatics, and transfection.


BIO-RAD LAB: Moody's Rates $200M Sr. Unsec. Sub. Notes at Ba3
-------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba3 to Bio-Rad
Laboratories' $200 million senior unsecured subordinated notes,
due 2014.  The ratings outlook has been changed to stable from
positive.

New ratings assigned:

   * Bio Rad Laboratories $200 million Senior Unsecured
     Subordinated Notes, due 2014, rated Ba3

Ratings affirmed:

   * Bio Rad Laboratories Senior Implied Rating, Ba2

   * Bio Rad Laboratories Senior Unsecured Rating, Ba2

   * Bio Rad Laboratories $225 million Senior Unsecured
     Subordinated Notes, due 2013, Ba3

The ratings assignment includes:

   (1) the risk of integrating current and future acquisitions,

   (2) competition from larger manufacturers that have greater
       resources and less leverage than the company,

   (3) continued exposure to foreign currency fluctuations,

   (4) control of the company and the board by the founding
       family,

   (5) pricing pressures in the BSE market, which is resulting in
       contracting Life Sciences and company-wide gross margins,
       and

   (6) dependence on government funding for some of the Life
       Sciences customers.

The rating also considers the increased risk of litigation with
the recent acquisition of MJ Research, Inc.

Factors mitigating these concerns include:

   (1) broad customer, product and geographic diversification,

   (2) a high recurring base of revenues that accounts for 70% of
       total revenues,

   (3) strong product leadership and market share in both the Life
       Science and Clinical Diagnostic divisions, and

   (4) a strategy of focusing on the higher growth, less
       competitive specialty clinical diagnostic markets.

Additional factors supporting the rating include:

   (1) a history of developing innovative tests and products for
       its end markets through internal research and developing
       spending (10% of revenues) and licensing,

   (2) a world wide direct sales force of 1000 people that
       contributes to 97% of total revenues, and

   (3) a successful track record of integrating acquisitions and
       product lines from other companies.

The stable rating outlook reflects Moody's belief that Bio-Rad
will continue to reduce debt, as revenue growth and expense
management will result in growing cash flow.  If operating results
improve or the repayment of debt occurs faster than expected, the
outlook could return to positive.  However, if the company
experiences difficulty in integrating acquisitions or competitive
pressures from companies with greater financial resources and
product offerings lead to slower revenue growth and increased
margin pressure, the outlook could change to negative.

Bio-Rad Laboratories plans to issue $200 million in senior
unsecured subordinated notes, due 2014.  The net proceeds would be
used for general corporate purposes and to fund working capital.
The Ba3 rating on the senior subordinated notes reflects their
unsecured status and subordination to senior debt.  While the
notes are guaranteed, foreign subsidiaries, which account for
substantially all of the company's assets, are excluded from the
guarantee.

Despite the increase in debt, Debt to EBITDA coverage is expected
to be 2.2 times at the end of 2004 while EBITDA to Interest
coverage is expected to be 9.8 times.  The ratio of forecasted
free cash flow to adjusted debt, however, will fall to 12% in
2004, down from 17% in 2004 because of an unusually high level of
capital expenditures and greater debt.  As the company expands its
operating margins, repays debt, and capital spending returns to
more normal levels, the ratio of adjusted free cash flow to
adjusted debt would likely increase in the next few years.

In August 2004, the company acquired the outstanding shares of MJ
Research, Inc., a life science company specializing in premium
instruments and consumables used in modern biological research,
particularly thermal cyclers and DNA implication.  The total
purchase price of $90.0 million includes $7.0 of net tangible
assets, $40.5 million in goodwill, and intangible assets of
$42.5 million.  The company financed the transaction by paying
$31.0 million in cash, assuming liabilities of $9 million, and a
$50 million litigation accrual.  A court had ruled that MJ
Research, Inc., had infringed several patents held by Appelera
Corporation and Roche Molecular Systems, and owes these companies
$19.8 million; MJ Research, Inc., had filed a counter suit against
these two companies alleging a violation of anti-competitive laws.

Bio-Rad, based in Hercules, California, manufacturers and supplies
the life science research, healthcare and other markets with a
broad range of products and systems used to separate complex
chemical and biological materials and to identify, analyze, and
purify their components.  Revenues in 2003 were approximately
$1 billion.


BIO-RAD LAB: S&P Rates Proposed $200M Subordinated Notes at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Bio-Rad Laboratories Inc.'s proposed $200 million of subordinated
notes due Dec. 15, 2014.  Proceeds are to be used for general
corporate purposes, including acquisitions.  At the same time, the
'BB+' corporate credit rating is affirmed.  The outlook is stable.

"The high-speculative-grade corporate credit rating on Hercules,
California-based Bio-Rad Laboratories, Inc., reflects the
company's defensible, but niche, positions in the life science and
clinical laboratory markets, and its history of using significant
debt-financed acquisitions to supplement growth," said Standard &
Poor's credit analyst David Lugg.

Despite Bio-Rad's defensible positions in the markets of in vitro
diagnostics and life sciences, it remains a relatively small
player in each, competing with significantly larger companies that
are more diversified and have greater financial resources.
Moreover, Bio-Rad's substantial international operations, which
account for about 65% of sales, subject its revenues to swings in
exchange rates and ongoing changes in global economic conditions.
Bio-Rad's life science business is also vulnerable to reductions
in government funding for life science research and changes in
biopharmaceutical companies' R&D spending.

Its solid positions in both the life science and clinical
diagnostic markets reflect the company's long-standing customer
relationships and its history of successful product introductions.
In the life sciences markets, Bio-Rad has particular strengths in
electrophoresis and gene transfer products.  Results also have
benefited from the company's position as the sole supplier of
tests for bovine spongiform encephalitis -- BSE, or mad cow
disease.  Revenue and cash flow contributions from BSE tests are
likely to decline, however, given that the market is maturing and
that there is increased pricing pressure.  The clinical
diagnostics unit provides products for quality controls,
autoimmune testing, and diabetes monitoring.  In both markets,
sales of reagents and consumable products provide predictable
company revenue.


BOMBARDIER INC: S&P Places Ratings on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' long-term corporate credit ratings, on transportation-
equipment manufacturer Bombardier, Inc., and its subsidiaries on
CreditWatch negative.

"The CreditWatch placement reflects new uncertainty about
Bombardier's financial policies and strategic direction following
the resignation of the company's CEO," said Standard & Poor's
credit analyst Kenton Freitag.  The increased uncertainty adds to
Standard & Poor's previously stated concerns, formerly reflected
in a negative outlook, that adverse developments in the U.S.
airline industry could further affect the company's profitability.

The unexpected departure of Paul Tellier comes at a sensitive time
for Bombardier, and raises several concerns, including:

   (1) possible reduced confidence by capital providers (banks,
       bond holders, surety providers, and equity investors);

   (2) the potential for adoption of more aggressive financial
       policies;

   (3) the potential for a derailing of cost reduction
       initiatives; and

   (4) greater governance concerns.

The departure of Mr. Tellier, as well as those of two independent
directors, increases the already considerable influence of the
controlling shareholder family.  With Mr. Tellier's departure, the
company will adopt a new executive structure.  Former CEO Laurent
Beaudoin will assume lead executive responsibility under an office
of the president.  The current heads of the aerospace and
transportation divisions will take direct operational control of
their respective divisions.

Standard & Poor's will meet with management in the near term to
gain greater clarity on the concerns noted above. Any downgrade
would likely be limited to one or two notches, provided liquidity
remains adequate.  Conversely, ratings could be affirmed if the
management changes are viewed as unlikely to disrupt the current
financial policies of the company and its current financial
position.


BROOKS FORD INC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Brooks Ford, Inc.
        211 Ogden Street
        Oxford, Nebraska 68967

Bankruptcy Case No.: 04-44298

Type of Business: The Debtor is an automobile dealer and provides
                  auto repair services.

Chapter 11 Petition Date: December 9, 2004

Court: District of Nebraska (Lincoln Office)

Judge: Timothy J. Mahoney

Debtor's Counsel: John T. Tarrell, Esq.
                  John Tarrell Law Office
                  2002 Central Avenue
                  P.O. Box 2084
                  Kearney, NE 68848
                  Tel: 308-234-6561
                  Fax: 308-236-5761

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


CANTERBURY CONSULTING: Nasdaq Will Delist Common Stock on Friday
----------------------------------------------------------------
Canterbury Consulting Group, Inc., (NASDAQ:CITI) reported that
Nasdaq notified Canterbury that the Company had not regained
compliance in accordance with Marketplace Rule 4310(c)(8)(B), and
that its securities would be delisted from The Nasdaq SmallCap
Market at the opening of business on December 17, 2004.

On September 8, 2004, Nasdaq had notified Canterbury that "its
common stock had not maintained a minimum market value of publicly
held shares -- MVPHS -- of $1,000,000 over the previous
30 consecutive trading days, and, as a result, did not comply with
Marketplace Rule 4310(c)(7)."  In accordance with Marketplace Rule
4310(c)(8)(B), the Company was provided 90 calendar days, or until
December 7, 2004, to regain compliance with the Rule.

At the time of the receipt of the December 8, 2004, delisting
letter, the Board of Directors of Canterbury was in process of
deciding to respond to a delisting letter received after the close
of business on December 1, 2004.  On December 1, 2004, the Nasdaq
Stock Market notified Canterbury that, "the Company does not
comply with Marketplace Rule 4350(e) and 4350(g) and Staff has
determined to delist the Company's securities from The Nasdaq
Stock Market at the opening of business on December 10, 2004."
These Rules relate to the requirement to hold an annual meeting of
shareholders.

Based upon the letter of December 8, 2004, the Company determined
that an appeal of the December 1, 2004, delisting letter would be
a pointless waste of its shareholders' resources.  An additional
determining factor in the Company's decision was a third delisting
letter received on June 23, 2004, which stated, "For the last 30
consecutive business days, the bid price of the Company's common
stock has closed below the minimum $1.00 per share requirement for
continued inclusion under Marketplace Rule 4310(c)(4).  Therefore,
in accordance with Marketplace Rule 4310(c)(8)(D), the Company
will be provided 180 calendar days, or until December 20, 2004, to
regain compliance."

                          *     *     *

As reported in the Troubled Company Reporter on Nov 2, 2004,
Canterbury Consulting Group, Inc., and its User Technology
Services, Inc., subsidiary entered into a Settlement Agreement and
Mutual Release with Ceridian Corporation.  The Agreement
represents the resolution of arbitration proceedings that the
Company initiated in August 2003 for claims arising out of the
Company's purchase of Usertech from Ceridian in September 2001.

Under the terms of the Agreement, the Company has agreed to
deliver to Ceridian $912,000, which represents outstanding amounts
relating to the purchase of Usertech that had not been delivered
to Ceridian pending resolution of the arbitration proceedings.  In
addition, the Company and Usertech have agreed that they will not
seek bankruptcy or insolvency protection as set forth in the
Agreement for a period of 91 days from October 4, 2004.  The
arbitration proceedings will be dismissed without prejudice
following October 4, 2004, and they will be dismissed with
prejudice after 91 days following October 4, 2004, if the Company
and Usertech have not filed, or had filed against it, any such
bankruptcy or insolvency proceedings.

A full-text copy of the agreement containing the we-won't-file-
for-bankruptcy promises is available at no charge at:


http://www.sec.gov/Archives/edgar/data/794927/000079492704000028/ceridianexh
ibit.txt


CATHOLIC CHURCH: Spokane Diocese Will Keep Victims' Names Secret
----------------------------------------------------------------
The Diocese of Spokane sought and obtained permission from the
U.S. Bankruptcy Court for the Eastern District of Washington to
file portions of Schedule F (Creditors Holding Unsecured Non-
priority Claims), the Master Mailing List, and any other
pleadings, reports or other documents that might be filed later
on, which disclose the names of victims of sexual abuse, under
seal.

"The Diocese has the duty to keep the identities of abuse victims
in private," Michael J. Paukert, Esq., at Paine, Hamblen, Coffin,
Brooke & Miller, LLP, explains.

Mr. Paukert relates that many sexual abuse claimants have used
pseudonyms or disclosed their names expecting that the Spokane
Diocese would hold their identities in confidence.

The Spokane Diocese has no objection if individuals who contend
they are victims of sexual abuse decide to make their identities
public.  However, the Diocese believes that decision should be
left to each individual and should not be forced upon the victims.

The Diocese will provide copies of the sealed portions of
pleadings, reports or documents to the Office of the U.S.
Trustee.

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, represents 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)


CHESAPEAKE ENERGY: Gets Requisite Consents to Amend Indenture
-------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) disclosed that, pursuant
to its previously announced cash tender offer and consent
solicitation for any and all of its $209,815,000 aggregate
principal amount outstanding of 8.375% Senior Notes due 2008, it
has received the consents necessary to adopt certain proposed
amendments to the indenture governing the Notes.  The proposed
amendments will eliminate substantially all of the restrictive
covenants of the indenture.  Adoption of the proposed amendments
requires the consent of holders of at least a majority of the
aggregate principal amount of the outstanding Notes.

Holders who validly tendered their Notes by 5:00 p.m., Eastern
Standard Time, on Dec. 13, 2004, and consented to the proposed
amendments will receive the total consideration of $1,084.33 per
$1,000.00 principal amount of Notes accepted for purchase,
consisting of:

     (i) the purchase price of $1,074.33 and

    (ii) the consent payment of $10.00, plus accrued interest up
         to, but not including, the date of acceptance.

As of the Consent Date, $190,825,000 in aggregate principal amount
of the Notes had been tendered in the Offer.  Acceptance of and
payment for such Notes is expected to occur on Dec. 14, 2004,
subject to satisfaction or waiver of certain conditions.  Upon
payment for such Notes, the amendments will become effective.

Notes in the aggregate principal amount of $18,990,000 remain
outstanding and subject to the Offer which is scheduled to expire
at 12:00 midnight, Eastern Standard Time, on Dec. 28, 2004, unless
extended.  Holders who validly tender their Notes after the
Consent Date and prior to the Expiration Date will receive the
purchase price of $1,074.33 per $1,000.00 principal amount of
Notes accepted for purchase.  Payment for Notes tendered after the
Consent Date is expected to be on or about Dec. 29, 2004.  All
holders whose Notes are accepted for payment will also receive
accrued and unpaid interest up to, but not including, the
applicable date of payment for the Notes.

The terms of the Offer are described in the Company's Offer to
Purchase and Consent Solicitation Statement dated Nov. 30, 2004,
copies of which may be obtained from:


               MacKenzie Partners, Inc.
               Information Agent for the Offer
               (800) 322-2885 (US toll free)
               (212) 929-5500 (collect)

The Company has engaged Deutsche Bank Securities, Inc., to act as
dealer manager and solicitation agent in connection with the
Offer.  Questions regarding the Offer may be directed to:

               Deutsche Bank Securities, Inc.
               High Yield Capital Markets
               (800) 553-2826 (US toll-free)
               (212) 250-7466 (collect)

                       About the Company

Chesapeake Energy Corporation -- http://www.chkenergy.com/-- is
the sixth largest independent producer of natural gas in the U.S.
Headquartered in Oklahoma City, the company's operations are
focused on exploratory and developmental drilling and producing
property acquisitions in the Mid-Continent, Permian Basin, South
Texas, Texas Gulf Coast and Ark-La-Tex regions of the United
States.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2004,
Moody's assigned a Ba3 rating to Chesapeake Energy's $600 million
of 10-year senior unsecured notes, affirmed its Ba3 senior
unsecured note, Ba3 senior implied, and SGL-2 liquidity ratings,
and moved the outlook to positive from stable.


CITICORP MORTGAGE: Fitch Junks Series 1990-18 Class B Issue
-----------------------------------------------------------
Fitch has taken rating actions on Citicorp Mortgage Securities,
Inc., issues:

     Series 1990-18:

        -- Class B downgraded to 'C' from 'CCC';

     Series 1995-2:

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

     Series 1998-5:

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

     Series 1999-5:

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

     Series 1999-6:

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

     Series 1999-8:

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

     Series 2001-13:

        -- Class A affirmed at 'AAA'.

     Series 2002-3:

        -- Class A affirmed at 'AAA'.

     Series 2002-12:

        -- Class A affirmed at 'AAA'.

     Series 2003-2:

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

     Series 2003-3:

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

     Series 2003-4:

        -- Class A affirmed at 'AAA'.

     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 2003-10:

        -- Class A affirmed at 'AAA'

     Series 2003-11:

        -- 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 upgrades, affecting $35,747,049 of outstanding certificates,
are being taken as a result of low delinquencies, as well as
increased credit support levels.  The affirmations, affecting
$1,746,097,876 of outstanding certificates, are due to credit
enhancement consistent with future loss expectations.  The
downgrade affects $74,492 of outstanding certificates and is being
taken as a result of poor collateral performance.

As of the November distribution date, class B from series 1990-18
has 10.83% of credit enhancement but two of the five remaining
loans are delinquent.  The delinquent loans total $47,429, or
63.67%, of the current collateral balance.  Over 99% of the
original collateral has paid down and cumulative losses total more
than $6 million.

Of the remaining deals, the transactions that are 2003 vintage
have experienced small increases in CE levels and have pool
factors between 30% and 81%.  The 2002 and 2001 vintage
transactions have at least four times original CE levels and pool
factors of 4%-22%.  The transactions that are 1999 vintage and
older have as much as eight times original CE levels and pool
factors of 3%-7%.

All of the Citicorp transactions are secured by 10-, 15-, 19-, and
30-year adjustable and fixed-rate mortgages extended to prime
quality borrowers.

Further information regarding current delinquencies, losses, and
credit enhancement is available on the Fitch Ratings web site at
http://www.fitchratings.com/


CONEXANT SYSTEMS: Expects $50-Mil Consumption in Channel Inventory
------------------------------------------------------------------
Conexant Systems, Inc. (NASDAQ:CNXT), is taking actions that will
result in the consumption of approximately $50 million in channel
inventory during its first fiscal quarter, which ends
Dec. 31, 2004.  As a result of this new inventory initiative,
Conexant now anticipates that first fiscal quarter revenues will
be approximately $140 million.  In November, the company expected
revenues between $175 million and $185 million.

The company also said that its current-quarter results will
include a one-time charge against earnings in the range of
$40 million to $50 million, reflecting its previous communication
of lower market prices and reduced end-customer demand for DSL and
wireless LAN products.  Accordingly, the company anticipates that
gross margins for the first fiscal quarter, including the one-time
charge, will be between 5 percent and 10 percent of revenues.  Pro
forma operating expenses for the first fiscal quarter are still
expected to be approximately $93 million.  As a result of the
lower revenues and the one-time charge, the company anticipates
that it will report a pro forma non-GAAP net loss per share in a
range of $0.18 to $0.20 for the first fiscal quarter, compared to
expectations in November of a pro forma non-GAAP net loss of $0.06
to $0.07 per share.

"Conexant's lowered expectations for the first fiscal quarter are
a consequence of our decision to normalize channel inventory,"
said Dwight W. Decker, Conexant chairman and chief executive
officer.  "We anticipate that approximately $50 million in channel
inventory will be consumed this quarter, principally within our
DSL business unit.

"In the second fiscal quarter, we will continue to reduce channel
inventory, but at a much lower level," Mr. Decker said.  "The
completion of our inventory normalization initiative will allow us
to return to end customer demand levels of approximately $190
million to $200 million in quarterly revenues.

"Several important product initiatives near completion will drive
Conexant's growth moving forward," Mr. Decker said.  "We expect
increased revenues in our Broadband Media Processing business as
new digital television solutions based on advanced modulation and
compression technologies ramp to volume, and as we capitalize on
growing opportunities for MPEG video products in applications
inside and outside the PC.  We also expect DSL growth in the
second half of the year to be driven by the wider adoption of
higher-bandwidth products, including our ADSL2plus and VDSL
solutions.  In our wireless LAN business, we anticipate that share
recapture across our product line will result in solid growth in
the second half of calendar 2005.

"We are executing on our plan to reduce operating expenses to $80
million per quarter exiting this fiscal year as we further
consolidate administrative functions and increasingly shift
product development resources to lower-cost regions such as India
and China," Mr. Decker said.  "We continue to expect that we will
reach a quarterly revenue break-even level of $220 million no
later than the end of calendar 2005."

The company will report first fiscal quarter financial results and
hold its regular conference call for editors, analysts and
investors in the second half of January 2005.

                        About the Company

Conexant Systems, Inc. -- http://www.conexant.com/--  is a
fabless semiconductor company that recorded more than $900 million
in revenues in fiscal year 2004.  The company has approximately
2,400 employees worldwide, and is headquartered in Newport Beach,
California.

Key products include client-side xDSL and cable modem solutions,
home network processors, broadcast video encoders and decoders,
digital set-top box components and systems solutions, and dial-up
modems.  Conexant's suite of networking components includes a
leadership portfolio of IEEE 802.11a/b/g-compliant WLAN chipsets,
software and reference designs, as well as solutions for
applications based on HomePlug(SM)and HomePNA(TM).  The company
also offers a complete line of asymmetric and symmetric DSL
central office solutions, which are used by service providers
worldwide to deliver broadband data, voice, and video over copper
telephone lines.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 17, 2004,
Standard & Poor's Ratings Services revised its outlook on Conexant
Systems Inc. to negative from stable while affirming its 'B'
corporate credit rating on the company.


CSFB HOME: S&P Affirms BB Rating on Series 2003-4 Class B-2 Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
18 classes from eight series of CSFB Home Equity Mortgage Trust
home equity pass-through certificates.  Concurrently, ratings on
73 classes from 14 series are affirmed from the same issuer.

The raised ratings reflect the increase in the actual and
projected credit support percentages to the respective classes due
to the paydown of the collateral and the shifting interest
structure of the transactions.  As a result, the credit support
percentages are approximately double the original percentages at
the new rating levels.  As of the October 2004 remittance date,
the outstanding pool balances for the eight series with raised
ratings ranged from 12.46% (series 2002-1) to 34.74% (series
2003-3).  Total delinquencies ranged from 6.95% (series 2003-3) to
18.60% (series 2002-1).  Cumulative realized losses ranged from
2.46% (series 2003-3) to 6.03% (series 2002-2).  Three of the
eight transactions are below their respective
overcollateralization targets due to losses.  However, projections
show the transactions are adequately supported.

The affirmed ratings reflect adequate actual and projected credit
support percentages to the respective classes.  Total
delinquencies for the six transactions, where performance data was
not given above, ranged from 1.34% for series 2004-2 to 6.95% for
series 2003-3.  Cumulative realized losses, as a percentage of
original pool balance, ranged from 0.22% for series 2004-2 to
2.46% for series 2003-3.  These six transactions are at or
building to their respective overcollateralization targets.

Credit support for these transactions is provided by
subordination, overcollateralization, and excess interest cash
flow.  The collateral consist primarily of 30-year, fixed-rate,
second lien mortgage loans, secured by one- to four-family
residential properties.

                         Ratings Raised

                CSFB Home Equity Mortgage Trust
                  Home Equity Pass-Thru Certs

                                           Rating
           Series   Class                To      From
           ------   -----                --      ----
           2002-1   M-1                  AAA     AA
           2002-2   M-1                  AAA     AA
           2002-2   M-2                  AA      A
           2002-3   M-1                  AAA     AA
           2002-3   M-2A, M-2B           AA      A
           2002-4   M-1                  AAA     AA
           2002-4   M-2                  AA-     A
           2002-5   M-1                  AAA     AA
           2002-5   M-2                  AA-     A
           2003-1   M-1                  AA+     AA
           2003-2   M-1A, M-1B1, M-1B2   AA+     AA
           2003-2   M-2A, M-2B           A+      A
           2003-3   M-1                  AA+     AA
           2003-3   M-2                  A+      A

                        Ratings Affirmed

                CSFB Home Equity Mortgage Trust
                  Home Equity Pass-Thru Certs

           Series   Class                     Rating
           ------   -----                     ------
           2002-1   A-IO, P                   AAA
           2002-1   M-2                       A
           2002-1   B                         BBB
           2002-2   P                         AAA
           2002-2   B                         BBB
           2002-3   P                         AAA
           2002-3   B                         BBB
           2002-4   P                         AAA
           2002-4   B                         BBB
           2002-5   P, A-IO                   AAA
           2002-5   B                         BBB
           2003-1   A-1, A-2, P               AAA
           2003-1   M-2                       A
           2003-1   B                         BBB
           2003-2   A-1, A-3, P               AAA
           2003-2   B-A, B-B                  BBB
           2003-3   A-1, A-2, P               AAA
           2003-3   B                         BBB
           2003-4   A-1, A-2, P               AAA
           2003-4   M-1                       AA
           2003-4   M-2                       A
           2003-4   B-1                       BBB
           2003-4   B-2                       BB
           2003-5   A-1, A-3, P               AAA
           2003-5   M-1                       AA
           2003-5   M-2                       A
           2003-5   B                         BBB
           2003-6   A-1, A-2, A-3, P          AAA
           2003-6   M-1                       AA
           2003-6   M-2                       A
           2003-6   B-1, B-2                  BBB
           2003-7   A-1, A-2, A-3, A-IO, P    AAA
           2003-7   M-1                       AA
           2003-7   M-2                       A
           2003-7   B                         BBB
           2004-1   A-1, A-2, A-3, A-IO, P    AAA
           2004-1   M-1                       AA
           2004-1   M-2                       A
           2004-1   B                         BBB
           2004-2   A-1, A-IO, P              AAA
           2004-2   M-1                       AA
           2004-2   M-2                       A
           2004-2   B-1                       BBB+
           2004-2   B-2                       BBB
           2004-2   B-3A, B-3F                BBB-


DAN RIVER: Selling Engineered Products Biz for $9.37 Million
------------------------------------------------------------
Dan River, Inc., (Pink Sheets:DVERQ) entered into an agreement on
December 10, 2004, for the sale of the assets of its Engineered
Products Division.  The prospective purchaser is Porterdale
Acquisition, LLC, a company affiliated with Industrial Specialty
Fabrics, Inc., and Royal Cord, Inc., producers of yarns and
fabrics for the rubber goods market.  The purchase price is
$9.37 million, which is subject to certain post-closing
adjustments.

The Company sought approval from the United States Bankruptcy
Court for the Northern District of Georgia, Newnan Division, of an
auction process pursuant to Section 363 of the Bankruptcy Code.
In an auction process, prospective purchasers may submit written
bids for the Engineered Products Division assets at any time on or
prior to a proposed January 6, 2005, bid deadline.  The court will
consider the approval of the proposed auction procedures on
December 17, 2004.  The Court will give final approval of the
proposed transaction January 11, 2005.  Parties interested in
submitting bids may contact:

               Dan Katz of Conway
               Del Genio & Gries & Co., LLC
               Financial Advisors to Dan River
               212-813-1754

                    -- or --

               Paul Ferdinands
               King & Spalding LLP
               Counsel to Dan River
               404-572-3450

for additional information.

Bob Major, President of the Engineered Products Division,
commented, "This is a very positive development for Dan River's
engineered products business and for its customers.  A number of
parties expressed an interest in acquiring, improving and
developing this business.  We are focused on completing the sale
process and on continuing to partner with our customers to timely
deliver even better quality, innovative products."

Headquartered in Danville, Virginia, Dan River Inc.
-- http://www.danriver.com/-- designs, manufactures and markets
textile products for the home fashions, apparel fabrics and
industrial markets.  The Company and its debtor-affiliates filed
for chapter 11 protection on March 31, 2004 (Bankr. N.D. Ga. Case
No. 04-10990).  James A. Pardo, Jr., Esq., at King & Spalding
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$441,800,000 in total assets and $371,800,000 in total debts.


DATATEC SYSTEMS: Plans to Reorganize Under Chapter 11
-----------------------------------------------------
Eagle Acquisition Partners -- a group of institutional and
individual investors led by Datatec Systems, Inc.'s (DATC.PK)
Chief Executive Officer, Raul Pupo -- has acquired all of Datatec
Systems' secured debt held by IBM Credit LLC and certain funds
represented by The Palladin Group.

In connection with the Eagle Acquisition bid, Raul Pupo and Vern
Holden, a Managing Director of Datatec and member of Eagle
Partners, have resigned their positions at Datatec.  The Company
has appointed William J. Adams, Jr., a current member of the
Company's Board of Directors and a member of the Company's Special
Independent Committee, to serve as the Company's Interim Chief
Executive Officer.  Mr. Adams has been a member of the Company's
Board of Directors since April 2000.

Datatec Systems intends over the next few days to begin the
process of reorganizing its affairs under the Federal Bankruptcy
Code under which Eagle Acquisition Partners intends to purchase
substantially all of the assets of Datatec by credit bidding its
debt in a sale of Datatec's assets under Section 363 of the
Federal Bankruptcy Code.

The Company has obtained debtor-in-possession funding from Alpine
Associates in the amount of $2.5 million.  The financing will make
the necessary funds available to Datatec during the reorganization
process so that Datatec will not experience any disruptions in its
business affairs.

In commenting on the acquisition, Mr. Adams stated "these
announcements represent an exciting day for Datatec and its
customers because as a result of the acquisition of our debt by
Mr. Pupo's group and the establishment of a credit line with
Alpine Associates, Datatec will be able to continue uninterrupted
the high level of service that it provides its customers today."

                  About Eagle Acquisition Partners

Eagle Acquisition Partners is an investment group made up of
individual and institutional investors, including Raul Pupo and
Vern Holden as well as other key members of Datatec management and
a former Board of Director, Walter Grossman.  Eagle Acquisition
Partners is committed to continuing the Company's focus on its
core strengths of staging, configuration, and deployment services.

                    About Datatec Systems, Inc.

Fairfield, New Jersey-based Datatec Systems specializes in the
large-scale deployment of networking technologies.  Datatec's
deployment services utilize a software-enabled implementation
model and 'best practices' structured process to ensure consistent
outcomes.  Datatec's customers include Fortune 1000 companies with
large, complex, multi-branch environments and world-class
technology providers.

The Troubled Company Reporter initiated coverage of Datatec on
August 20, 2002, when the Nasdaq first indicated the company's
stock listing was in jeopardy and followed the company's
deteriorating relationship with IBM Credit throughout 2004.


DELPHI CORP: Fitch Downgrades Rating on Preferred Trust to BB+
--------------------------------------------------------------
Fitch Ratings downgraded Delphi Corporation's ratings:

    -- Senior unsecured rating to 'BBB-' from 'BBB';
    -- Trust preferred rating to 'BB+' from 'BBB-';
    -- Commercial paper rating to 'F3' from 'F2'.
    -- The Rating Outlook is Negative.

Fitch's rating actions reflect expectations that operating cash
flow will be further constrained at a time when cash requirements,
namely required pension contributions, are escalating.  This has
increased the risk of negative cash flow and higher net debt
levels, despite currently healthy liquidity.

Fitch's concerns include:

    * Delphi's heavy dependence on General Motors' production
      volume;

    * significant operating leverage to GM volumes due to a high
      fixed-cost structure,

    * constrained operating margins resulting from the continuance
      of significant commodity price pressures and original
      equipment manufacturer -- OEM -- pricing pressure,

    * still onerous legacy costs,

    * the potential risk of additional launch cost issues as seen
      in the third quarter of 2004, and heavy spending for
      technology development.

Strengths include strong growth in non-GM business, a healthy
proportion of high technology products, strong cash balances, and
moderate debt levels.  Over the intermediate term, an easing of
commodity costs, an improvement in GM's competitive position,
continued growth in Delphi's non-GM business, a closing of the
pension gap, and meaningful progress addressing Automotive
Holdings Group -- AHG -- losses could lead to a review of the
Rating Outlook.

Although leverage to GM is steadily decreasing each quarter and is
on track to breech the 50% level in 2005, exposure to GM remains a
concern.  As inventories remain at historically high levels after
second-half 2004 production cuts, GMs relatively dated product
portfolio and Delphi's operating leverage to GM volumes pose
incremental risk for 2005 cash flow expectations.  Consumers have
become somewhat desensitized to GM's substantial incentive
packages, as evidenced by disappointing sales in recent months,
increasing the risk of further production cuts.

Although incentives have helped maintain volumes during the recent
economic downturn, this may result in a reduced volume rebound as
a result of any improvement in economic conditions.  In addition,
while GM's new product launches have been passenger cars, a
product area that has sorely needed updating, trucks have
accounted for the larger portion of GM's production.  However,
GM's trucks are now becoming dated in the marketplace, and Dodge
and Ford have recently introduced new pickups and truck based
sport-utes.

While the truck market has traditionally been the bastion of
Detroit automakers, new entrants from foreign competition like
Nissan's Titan pickup and a significantly redesigned Toyota Tundra
due in 2006 could cause erosion of GM's truck market share prior
to the introduction of new truck products in 2007 and 2008,
leading to additional volume pressure for Delphi.  Delphi's top-
line growth in non-GM business has been exceptional, indicating
strong customer acceptance and technology strengths.  Continued
progress along this trend line should provide Delphi with the
flexibility to address its fixed-cost structure and unprofitable
business segments.

High-required pension contributions, currently projected to peak
in 2006 at approximately $1 billion, could absorb the large
majority of Delphi's cash flow given expected margin pressures.
Delphi's pension plan ended 2003 only slightly better off than it
began, despite its impressive 20% asset returns.  Asset returns
and substantial 2003 contributions of $1 billion and 2004
contributions to date of $600 million have been overshadowed by a
labor contract adjustment ($500 million) and a 50 bps reduction in
the discount rate to 6.25% at the end of 2003.

Since long-term interest rates have actually declined in the face
of an improving economy and five Federal Reserve short-term rate
hikes, Delphi's discount rate may have to be further ratcheted
down, widening its underfunded position.  However, over the
intermediate term, a likely increase in long-term interest rates
will reduce the underfunded position.  In Delphi's case, a 100 bps
increase in the discount rate would result in an approximate $1.2
billion reduction in the liability although this would still
require that Delphi contribute substantial amounts to its pension
plans.

The level of benefits being paid out of Delphi's pension assets is
moderate, and Delphi is currently funding in excess of those
outflows.  This provides an extended timeframe for Delphi over
which to achieve an adequate return on its pension assets. In the
area of other postretirement employee benefits -- OPEB -- or
health care, Delphi continues to face long-term challenges with an
approximate $9 billion unfunded obligation.  However, near-term
requirements are minimal as Delphi has only 0.25 retirees per
active employee and in 2003, paid only $120 million in benefit
costs under this pay-as-you-go system.

Fitch expects commodity price pressures to remain high in 2005,
especially steel costs, and to some degree the cost of petroleum-
based raw materials like plastic resins.  Margins will continue to
be squeezed as the full impact of recent cost escalations work
their way into supply contracts.  Additionally, Delphi is exposed
to commodity price pressures and supply issues among its
suppliers.

Delphi's legacy cost structure remains a key concern, as
demonstrated by the announcement of a slower-than-anticipated U.S.
work force attrition rate, another headcount reduction program
totaling 8,500 (4.6% of its total work force) and the addition of
three facilities to its Automotive Holdings Group.  Fitch
recognizes the long-term positive impact of steps taken to improve
manufacturing efficiency and reduce headcount, but these issues
have been and will continue to be addressed at only a moderate
pace due to constraints from UAW labor contracts.  Meanwhile,
addressing its legacy cost structure has resulted in continued
claims on operating cash flows (2005 restructuring charges of $150
million in after-tax cash) at a time when other cash requirements
are rising.

Launch cost issues, as seen in Delphi's third quarter ended Sept.
30, are standard for automotive suppliers, particularly when a
supplier has garnered as much new business as Delphi has with non-
GM customers.  It appears as though Delphi was unable to recoup
incremental launch costs from its customers, which may indicate
that Delphi had internal difficulty managing its third quarter
launch issues.  Over time, Delphi will need to manage its new
program launches more smoothly than was in seen in the third
quarter.


DISTINCTIVE DEVICES: Losses & Deficit Raise Going Concern Doubts
----------------------------------------------------------------
Distinctive Devices, Inc., incurred losses of $11,589,920 and
$690,360 during the nine months ended September 30, 2004 and 2003,
respectively, and had a working capital deficit of $49,084,916 at
September 30, 2004.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.  Management
is seeking to obtain financing through the issuance of debt and
equity.

The ability of the Company to continue as a going concern is
dependent upon management's ability to continue to obtain
financing, to successfully implement its business plan and to
establish profitable operations.

To raise funds needed for working capital, to effect the bank
settlement and to reach agreement with other galaxis creditors,
will entail the issuance of a substantial number of the Company's
common shares, or equivalents, with consequential resultant
dilution in the value of shares held by current stockholders.

If management's current fund raising efforts are not successful,
the Company's ability to continue as a going concern remains in
doubt.  Conversely, if these efforts succeed, the Company can look
forward to profitable operations in 2005.

Distinctive Devices is based in Fort Lee, New Jersey and is the
parent of subsidiaries in Germany and India, which develops
software and hardware products for the digital television and
telecom industries in the EU, India and Russia.


DPL INC: S&P Affirms Low-B Ratings After SEC Filing Compliance
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
and 'B' short-term corporate credit ratings on DPL Inc. and its
regulated subsidiary, Dayton Power & Light Co. -- DP&L, and
removed the ratings from CreditWatch with negative implications
where they were placed on March 16, 2004.

At the same time, Standard & Poor's affirmed all its other ratings
on DPL and DP&L, including its 'BBB-' rating on DP&L's first
mortgage bonds.

The outlook is stable.  Dayton, Ohio-based DPL had about
$2.0 billion of debt outstanding as of Sept. 30, 2004.

"The rating action follows the company's filing with the SEC its
overdue audited financial statements for its 2003 10-K and its
first, second, and third quarter 2004 10-Q financial statements
with relatively minimal and immaterial restatements," said
Standard & Poor's credit analyst Brian Janiak.

"The resolution of this issue has also provided the company with
access to DP&L's $100 million credit facility, which further
stabilizes DPL's current creditworthiness," said Mr. Janiak.

Nevertheless, DPL's new management remains challenged with the
company's elevated debt levels, weak credit protection metrics,
and modest liquidity.  Furthermore, management also needs to
continue to reconcile DPL's credibility and improve the company's
former weak internal controls and corporate governance issues as
well as resolve all outstanding legal issues and current
investigations by the SEC, U.S. Attorney's Office, and Public
Utilities Commission of Ohio.

Failure by the company to reduce its consolidated debt leverage
and improve its cash flow metrics would result in an outlook
revision and adverse rating action.

Conversely, upon successful resolution of its outstanding legal
issues and investigations, the filing of its 2004 Form 10-K, and
the company providing more specifics on its 2005 guidance and a
strategic determination on its investment portfolio by March 2005,
Standard & Poor's will re-evaluate the business risk profile and
overall creditworthiness of DPL for a potential upward outlook
revision or higher ratings.


ENRON CORP: Objects to Banca Nazionale's Multi-Million Claims
-------------------------------------------------------------
Enron Corp. and Banca Nazionale Del Lavoro, SpA, are parties to a
certain Master Letter of Credit and Reimbursement Agreement dated
October 5, 2000.  Herbert K. Ryder, Esq., at LeBoeuf, Lamb,
Greene & MacRae, LLP, in New York, relates that pursuant to the
Reimbursement Agreement, Enron may ask BNL to issue letters of
credit for Enron's account to support the performance of Enron's
or its subsidiaries' obligations.  Enron would reimburse BNL for
any amounts drawn under any of the letters of credit issued under
its terms.

None of Enron's subsidiaries is a party to the Reimbursement
Agreement.  The Reimbursement Agreement does not impose any
obligations on the subsidiary whose obligation a letter of credit
supports.

Enron Power Marketing, Inc., entered into a Master Power Purchase
and Sale Agreement with Pacific Gas and Electric Company dated
October 9, 2000, under which EPMI agreed to sell electric power
to PG&E.  Enron guaranteed up to $35,000,000 of EPMI's
obligations under the Master Power Agreement.

                        The Letters of Credit

To support EPMI's obligations to PG&E under the Master Agreement,
Enron asked BNL to issue two letters of credit aggregating
$57,500,000 in December 2000, for Enron's account and for PG&E's
benefit.  BNL issued the Letters of Credit as requested.  BNL,
Mr. Ryder points out, did not ask EPMI to sign a written
agreement obligating itself to reimburse BNL for any amounts
drawn on the Letters of Credit.

Each Letter of Credit expressly provides that the Uniform Customs
and Practice for Documentary Credits govern it.  The
Reimbursement Agreement likewise provides that it is governed by
the UCP.

Also in December 2001, three other banks each issued a letter of
credit to support EPMI's obligations to PG&E under the Master
Agreement.  The three letters of credit aggregate $42,750,000.

On April 6, 2001, PG&E filed for Chapter 11 protection in the
United States Bankruptcy Court for the Northern District of
California.

On April 9, 2001, EPMI exercised its contractual right to
terminate the Master Agreement as a "forward contract."  Under
the Master Agreement, in the event of its early termination, the
non-defaulting party will calculate a termination payment, which
can be payable by either party depending on the relationship
between the contract price and the current market price of
electricity.  Although EPMI was the non-defaulting party, the
termination payment was payable by EPMI to PG&E.

BNL and Enron amended the Letters of Credit on several occasions
to, among others, extend the expiration date.  The last amendment
extended the expiration to November 30, 2001.

In November 2001, PG&E sought to draw the full $57.5 million on
the Letters of Credit.  At the same time, PG&E drew on the three
other letters of credit securing the Master Agreement, which
aggregate $42.75 million.  BNL dishonored PG&E's draw request,
claiming that the draw did not meet the requirements of the
Letters of Credit.  The other three banks each honored PG&E's
draw request and accordingly paid PG&E.

                            PG&E Claims

On October 15, 2002, PG&E filed Claim No. 12573 against EPMI
alleging that the termination payment that EPMI owed to PG&E
under the Master Agreement was $122,445,041.  As a result of its
successful draws on the three banks' letters of credit, PG&E
already received $42,750,000.  On account of amounts due PG&E
under the Master Agreement, PG&E asserted an $86,353,173 claim
against EPMI:

    EPMI liability under the Master Agreement       $122,445,041
    Payment received by PG&E                          42,750,000
                                                    ------------
    Unpaid balance                                    79,695,041
    Interest through December 2, 2001                  6,658,132
                                                    ------------
    Total Claim                                      $86,353,173
                                                    ============

On October 15, 2002, PG&E filed Claim No. 12938 against Enron.
The PG&E Corp. Claim asserts a $35 million claim against Enron on
account of Enron's guaranty of EPMI's obligations under the
Master Agreement.

                           New York Action

In November 2002, PG&E commenced an action against BNL in the
Supreme Court of the State of New York.  In the New York Action,
PG&E sought to recover the $57.5 million aggregate principal
amount under the letters of credit plus interest.

On May 20, 2003, a judgment for $65,099,982 was entered against
BNL in the New York Action, which is the sum of $57,500,000, and
$7,599,982 pre-judgment interest, costs and disbursements.

                      BNL and PG&E Stipulation

In July 2003, PG&E and BNL stipulated and agreed that:

    -- BNL will pay the amount of PG&E's judgment plus interest
       through the date of the payment; and

    -- in the event the judgment was reversed on appeal and PG&E
       was ordered to return the funds, BNL would have an allowed
       administrative claim in PG&E's bankruptcy case.

The BNL and PG&E Stipulation was filed with the PG&E Bankruptcy
Court on July 3, 2003.

On June 10, 2004, the Appellate Division of the Supreme Court of
the State of New York affirmed the judgment in the New York
Action.  As a result of that decision, BNL's payment to PG&E is
now final.

                            BNL Claims

On October 10, 2002, BNL filed Claim No. 8057 against EPMI, and
Claim No. 8548 against Enron.  The BNL Claims were filed as
general unsecured claims.

Attached to Claim. 8057 are the Letters of Credit, and to Claim
No. 8548, the Reimbursement Agreement.  The BNL Claims assert a
claim for reimbursement for amounts drawn by PG&E, Mr. Ryder
says.  The BNL Claims also assert that BNL is subrogated to the
rights of the beneficiary of the letters of credit against EPMI
and Enron.  BNL believes that it is subrogated to PG&E's claim
against EPMI under the Master Agreement and to PG&E's claim
against Enron under its guaranty of EPMI's liability under the
Master Agreement.

                     PG&E Settlement Agreement

On December 23, 2003, PG&E, EPMI and certain other Enron
subsidiaries entered into a Settlement Agreement and Limited
Mutual Release.  The PG&E Settlement Agreement provides that PG&E
released EPMI and Enron from any claims PG&E might have under the
Master Agreement.

Both the Enron Bankruptcy Court and PG&E Bankruptcy Court
approved the PG&E Settlement Agreement.

                      BNL's Subrogation Motion

On November 10, 2003, BNL asked Judge Gonzalez to lift the
automatic stay to the extent necessary to prevent extinguishment
of BNL's subrogation rights.

On April 21, 2004, Judge Gonzalez denied BNL's Subrogation
Motion.  Judge Gonzalez first held that BNL's payment to PG&E was
not final and that BNL therefore could not avail itself of the
warranties made by the beneficiary to the applicant.  Judge
Gonzalez also held that only Enron was the applicant for the
letters of credit and that BNL could subrogate, if at all, only
to the rights of Enron.

BNL timely moved for reconsideration of the Subrogation Decision.
On July 27, 2004, Judge Gonzalez denied the request for
reconsideration.  Although it filed the Subrogation Motion in the
Enron Bankruptcy Court, BNL has not taken any action in the PG&E
bankruptcy case to establish any subrogation rights against PG&E.

BNL has not filed a motion or claim in PG&E's case asserting any
right of subrogation to any claims held by PG&E against Enron or
EPMI.  BNL also did not seek relief from stay from the PG&E
Bankruptcy Court to assert any subrogation rights.

                    Objections to the BNL Claims

By this objection, the Debtors ask Judge Gonzalez to:

    (a) disallow and expunge Claim No. 8057; and

    (b) reduce Claim No. 8548.

The BNL Claims must be disallowed and expunged to the extent they
are based on subrogation to PG&E's rights, Mr. Ryder asserts.
BNL has no subrogation rights.  BNL, as a letter of credit
issuer, has subrogation rights only to the extent provided in
Section 5-117(a) of the New York Uniform Commercial Code.  Mr.
Ryder notes that the letters of credit and the Reimbursement
Agreement expressly incorporate the UCP.

BNL's assertion that the UCP will provide the decisional
principles precludes application of Section 5-117(a).   Even if
Judge Gonzalez applies Section 5-117(a), BNL wrongfully
dishonored the letters of credit and therefore has no subrogation
rights under that statute.

BNL's claim to subrogation rights faces several additional
insuperable hurdles.  "BNL did not have even prospective
subrogation rights, let alone presently existing rights, until it
made final payment on the letters of credit, and the claims to
which BNL seeks subrogation were released by PG&E prior to BNL's
final payment," Mr. Ryder observes.  Thus, if BNL has any
subrogation rights, it subrogates only to a claim that has been
released.

Although BNL asserted an administrative claim in the PG&E
bankruptcy case, BNL has never asserted any subrogation rights in
that case, Mr. Ryder adds.  The PG&E Bankruptcy Court confirmed a
plan of reorganization for PG&E, which has become effective.
That PG&E Plan thus bars the assertion of any subrogation rights
by BNL.

Because BNL does not have any subrogation rights, the Debtors
believe that BNL's claim against EPMI must be disallowed and
expunged in its entirety.  EPMI has no contract with BNL and is
not the applicant for the letters of credit.  Hence, BNL does not
have a right to reimbursement from EPMI.

Mr. Ryder points out that if BNL has subrogation rights, Sections
502(e)(1) and 509(b) of the Bankruptcy Code compel it to elect
whether to assert its subrogation claim or its reimbursement
claim.  If BNL elects subrogation, then its claim against EPMI is
allowable as an unsecured claim for no more than $57.5 million,
since BNL is not entitled to postpetition interest, costs or
fees.  Additionally, BNL's claim against Enron is allowable as an
unsecured claim for no more than $35 million, the maximum amount
of PG&E's claim against Enron under its guaranty of EPMI's
obligations.

On the other hand, if BNL elects reimbursement, its unsecured
claim against Enron Corp. is limited to $57.5 million, since BNL
is not entitled to postpetition interest, costs or fees, and its
claim against EPMI must be disallowed and expunged since BNL does
not have a right to reimbursement from EPMI.

                            BNL Responds

According to Paul D. Leake, Esq., at Jones Day, in New York, the
BNL Claims became fixed and liquidated on July 3, 2003, when BNL
paid $65,806,272 to PG&E.  The Claims were filed to protect BNL
in the event it suffered losses attributable to the Letters of
Credit issued to PG&E.

The Letters of Credit were issued to PG&E as security for EPMI's
obligations under the Master Agreement, which mutually obligates
EPMI and PG&E.  Among the mutual obligations was PG&E's liability
for about $400 million in direct access credits.

BNL believes that the Debtors simply ignore the relevant facts
and its own fraudulent conduct when it objects to BNL's now fixed
and liquidated claims.  The Debtors also actively mislead in an
improper attempt to portray the BNL Claims as a convoluted and
complicated effort to achieve double recovery.  The facts,
however, cannot be concealed by redundant and confusing
arguments.

Mr. Leake points out that "PG&E owed Enron about $306 million
more than Enron owed PG&E.  After receiving $65,806,272 from BNL,
however, in approving PG&E's $372 million settlement payment, the
Court did not require an escrow for BNL's claim because it found
that Enron would be able to satisfy BNL's claims 'subsequent to a
determination of the merits of [BNL's] claims."

Enron's goal is basically the retention of $65,806,272 that
rightfully belongs to BNL, Mr. Leake alleges.

Much of the Objection is an attempt to malign BNL for its
November 30, 2001, decision to challenge PG&E's draw request; a
decision made by BNL in good faith and that was expressly
required by the NYUCC because of Enron's refusal to waive
perceived discrepancies in the draw.  If Enron waived the
discrepancies, as BNL requested, then the draw would have been
paid.  Enron did not just fail to waive the discrepancies, Enron
apparently agreed that the deficiencies existed as they later
took the position that they had a claim against PG&E for wrongful
draw and would have a claim against BNL for wrongful honor if it
paid PG&E.

Mr. Leake informs the Court that at the same time Enron requested
extensions to Letters of Credit's maturity date, Enron also
concealed from BNL material facts that, if known, would have
precluded BNL from extending the Letters of Credit.  In
requesting the extensions, Enron did not disclose that:

    (i) EPMI had already terminated the Master Power Agreement
        with PG&E;

   (ii) EPMI and PG&E were already negotiating the proper
        calculation of debits and credits due as a result of the
        termination;

  (iii) Each of PG&E and EPMI had already alleged that the other
        was in breach of payment obligations under the terminated
        Master Agreement;

   (iv) EPMI had already applied amounts owed by PG&E against
        amounts it owed PG&E;

    (v) Enron had already taken the written position that PG&E
        owed EPMI over $400 million of direct access credits;

   (vi) EPMI would later take the position that it transferred the
        direct access credits to certain affiliates; or

  (vii) EPMI, in a calculated effort to reduce its secured claim
        against PG&E and thereby manufacture a supposed unsecured
        claim against EPMI, would later reverse its prior written
        position and assert that it had not setoff amounts owed by
        PG&E.

With Enron's actions, the BNL Claims are supportable on numerous
grounds under applicable contract, statutory, and common law,
including:

    -- fraudulent concealment;
    -- fraudulent misrepresentation;
    -- negligent misrepresentation;
    -- unjust enrichment;
    -- quantum meruit;
    -- indemnity;
    -- fraudulent conveyance;
    -- breach of contract; and
    -- rights of subrogation.

With Enron's cherry-picking of facts, it ignores most of the
grounds for the BNL Claims.  Enron only chooses to address BNL's
right to recover against it for breach of contract and against
EPMI by way of subrogation.

The validity of the BNL Claims is, however, clear even when
analyzed on Enron's attack on breach of contract and subrogation.
Moreover, by attempting to join issue on some, but not all, of
the grounds supporting the BNL Claims, Enron failed to even rebut
the prima facie validity of the BNL Claims afforded by Rule 3001
of the Federal Rules of Bankruptcy Procedure.

The merits of the BNL Claims are now before the Court and they
are plain.  It is therefore time for BNL's claims to be
satisfied.

                  Debtors Want New Claims Expunged

Despite the passage of two years since the Bar Date, BNL seeks to
assert, for the first time, new claims for:

    (a) fraudulent concealment, fraudulent misrepresentation and
        negligent misrepresentation -- the New Fraud Claims;

    (b) indemnity and quantum meruit -- the New Theory Claims;

    (c) fraudulent conveyance; and

    (d) unjust enrichment.

For BNL to go through proper procedure for asserting the New
Claims, it should have filed a motion for leave to:

    -- amend under Rule 15; or

    -- file a late claim under Rule 9006 of the Federal Rules of
       Bankruptcy Procedure due to "excusable neglect."

The Debtors assert that the New Claims must be stricken because:

    (a) the New Fraud Claims, the fraudulent conveyance claim and
        the unjust enrichment claim -- the New Fact Claims --
        cannot "relate back" to the filing of the Claims because
        they arise out of a different set of operative facts;

    (b) allowing amendment of Claims to add any of the New Claims
        at this late stage would be inequitable;

    (c) BNL cannot meet its burden of proving that its failure to
        assert the New Claims for nearly two years after the Bar
        Date was due to "excusable neglect"; and

    (d) BNL lacks standing to assert the fraudulent conveyance
        claim.

BNL knew the facts related to the New Theory Claims at the time
it filed its original claim in October 2002 and, since at least
December 2002, has known the material facts regarding the New
Fraud Claims.  BNL has also known the facts underlying the
fraudulent conveyance claim and the unjust enrichment claim since
at least February 2004.  Nevertheless, BNL failed to assert any
of these claims prior to filing its response in October 2004.

BNL has not proffered any explanation for its delay.  Amendment
at this time would prejudice the administration of the Debtors'
estates, especially now that the Plan is confirmed and the
Debtors have a deadline by which they must file all claim
objections.

Mr. Ryder argues that allowing BNL to assert the New Claims at
this late stage, whether by amendment or filing a late claim,
could potentially "open up the floodgates" for the filing of
similar late claims.

Moreover, Mr. Ryder continues, there is no basis for Judge
Gonzalez to allow the New Claims to be filed late pursuant to
Bankruptcy Rule 9006.  BNL's failure to timely assert the New
Claims was not due to "excusable neglect."  A finding of
excusable neglect is unwarranted because the timing of the filing
of the New Claims was within BNL's control and BNL has failed to
exercise reasonable diligence in raising the New Claims.

Enron and EPMI believe that allowing the New Claims after the
unexplained and lengthy delays would compromise their ability to
complete their claims review and efficiently administer their
estates and would be unfair to other creditors.

Accordingly the Debtors ask the Court to issue an order:

    (a) precluding BNL from amending its Claims to include any of
        the New Claims; and

    (b) striking from BNL's Response all references to the New
        Claims.

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.


FEDERAL-MOGUL: Asbestos Property Damage Committee Objects to Plan
-----------------------------------------------------------------
On behalf of the Official Committee of Asbestos Property Damage
Claimants appointed in the chapter 11 cases of Federal-Mogul
Corporation and its debtor-affiliates, Theodore J. Tacconelli,
Esq., at Ferry Joseph & Pearce, in Wilmington, Delaware, asserts
that the Plan cannot be confirmed for these reasons:

   (a) If neither the Company Voluntary Arrangements/Schemes nor
       Consensual Marketing Procedures are implemented, the Plan
       forces creditors with Class 6H claims against T&N Limited
       to participate in the claims adjudication process in the
       United Kingdom and be subject to U.K. insolvency law, even
       though their claims were filed with the Bankruptcy Court
       and are deemed allowed, unless objected to, pursuant to
       Section 502 of the Bankruptcy Code.  Because the Plan
       transfers the claims allowance process from the Bankruptcy
       Court, the Plan violates Section 502 as well as Section
       1129(a)(1);

   (b) The Debtors and the Official Committee of Unsecured
       Creditors breached their fiduciary duties to creditors of
       the U.K. Debtors by proposing a plan that effectively
       forecloses the possibility of a competitive auction
       process for the assets and business of the U.K. Debtors.
       As a consequence, the Debtors and the Creditors Committee
       violated Sections 1103 and 1107.  As Plan Proponents, they
       violated the mandate of Section 1129(a)(2) by failing to
       comply with the applicable provisions of Chapter 11;

   (c) The Plan is designed to allow Federal-Mogul to acquire the
       assets of T&N at a bargain price to the detriment of
       Property Damage Claimants and other T&N creditors.
       Because the Plan does not seek to maximize the value of
       the U.K. Debtors for the benefit of the U.K. Debtors'
       creditors, it has not been proposed in good faith and
       cannot be confirmed pursuant to Section 1129(a)(3);

   (d) The Plan violates the "best interest of the creditors"
       test as set forth in Section 1129(a)(7) because Class 6
       creditors will receive less under the Plan than they would
       receive in a Chapter 7 liquidation of T&N Limited;

   (e) The Plan violates the Absolute Priority Rule of Section
       1129(b) because it:

          -- provides value to Federal-Mogul Corporation, the
             U.K. Debtors' parent, as prior equityholders; and

          -- grants warrants to out-of-the-money equityholders.

   (f) The Plan violates the unfair discrimination proscriptions
       of Section 1129(b) because other unsecured creditors will,
       or in some cases, may, get a greater recovery than will
       Class 6H creditors;

   (g) In violation of Section 1129(b), the Plan unfairly
       discriminates against Class 6H claimants of the U.K.
       Debtors by providing a greater recovery to asbestos
       personal injury claimants vis-a-vis the recovery to other,
       similarly situated unsecured creditors; and

   (g) The Plan excludes asbestos property damage claims from the
       trust established pursuant to Section 524(g).  The Plan
       creates an Asbestos Personal Injury Trust, but fails to
       include all claims rising from damage caused by asbestos.
       A trust established pursuant to Section 524(g) must
       include all asbestos related claims.

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


FIRST HORIZON: S&P Places Low-B Ratings on 36 Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
21 classes of securities issued from nine First Horizon Mortgage
Pass-Through Trust transactions.  Simultaneously, ratings are
affirmed on 348 classes from 25 transactions (including the nine
aforementioned classes) from the same issuer.

The raised ratings reflect a significant increase in credit
support percentages to the mezzanine and subordinate classes due
to the paydown of the senior classes, combined with the shifting
interest feature of the transactions and very low losses.  Credit
support is provided by subordination.  Additional loss protection
is provided by mortgage insurance for loans with loan-to-value --
LTV -- ratios in excess of 80%, reducing the effective LTV ratios
by paying up to 25% of the outstanding principal balance and
terminating when the outstanding principal balance has reached 78%
of the value of the property.

The affirmations on the remaining classes reflect stable credit
support percentages, very low losses, and rapid prepayments.
Additionally, the affirmation for the First Horizon ABS Trust
2004-HE1 transaction is based solely upon credit support in the
form of bond insurance provided by Financial Guaranty Insurance
Co. ('AAA' financial strength rating).

As of the January 2004 distribution date, total delinquencies
range from 0.00% (series 2004-AR2, 2003-AR1, 2002-6, 2002-8, and
2002-AR1) to 16.12% (series 2000-H), and serious delinquencies
range from 0.00% (for 19 of the 25 transactions) to 6.24% (series
2000-H).  Cumulative realized losses are only found in series
2003-5 (0.14%) and series 2000-H (0.10%).

The pools initially comprised fixed- and adjustable-rate prime
nonconforming mortgage loans secured by first and second liens on
owner occupied one- to four-family dwellings.

First Horizon Home Loan Corp., which is ranked STRONG under
Standard & Poor's Servicer Evaluations program and is also on
Standard & Poor's Select Servicer list, is the servicer of these
mortgage loans.

                         Ratings Raised

           First Horizon Mortgage Pass-Through Trust
                    Mortgage Pass-Thru Certs

                                    Rating
                Series   Class   To        From
                ------   -----   --        ----
                2002-6   B-2     AAA       AA+
                2002-6   B-3     AA+       AA-
                2002-6   B-4     AA        A-
                2002-6   B-5     BBB+      BB
                2002-8   B-1     AAA       AA+
                2002-8   B-2     AA+       A+
                2002-8   B-3     AA-       BBB+
                2002-9   B-1     AA+       AA
                2002-9   B-2     A+        A
                2002-AR1 B-1     AAA       AA+
                2002-AR1 B-2     AA+       AA-
                2002-AR1 B-3     A+        A-
                2002-AR2 B-1     AAA       AA
                2002-AR2 B-2     AA        A
                2002-AR2 B-3     A-        BBB
                2003-2   B-1     AA+       AA
                2003-2   B-2     A+        A
                2003-2   B-3     BBB+      BBB
                2003-AR1 B-1     AA+       AA
                2003-AR1 B-2     AA-       A
                2003-AR1 B-3     BBB+      BBB

                        Ratings Affirmed

           First Horizon Mortgage Pass-Through Trust
                    Mortgage Pass-Thru Certs

   Series   Class                                     Rating
   ------   -----                                     ------
   2000-H   I-A, I-A-R, II-A, III-A, IV-A             AAA
   2000-H   I-B-1, II-B-1, III-B-1, IV-B-1, V-B-1     AAA
   2000-H   I-B-2, II-B-2, III-B-2, IV-B-2, V-B-2     AAA
   2000-H   D-B-3                                     AA+
   2002-6   I-A-3-I, I-A-3-II, I-A-R, II-A-1, B-1     AAA
   2002-8   I-A-6, I-A-7, I-A-8, I-A-PO               AAA
   2002-8   II-A-1, II-A-R                            AAA
   2002-9   I-A-1, I-A-2, I-A-3, I-A-R, II-A-1        AAA
   2002-9   B-3                                       BBB
   2002-AR1 I-A-1, II-A-1, III-A-1                    AAA
   2002-AR2 I-A-1, II-A-1, III-A-1                    AAA
   2003-2   I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6  AAA
   2003-2   I-A-12, I-A-RU, I-A-RL, II-A-1, II-A-2    AAA
   2003-2   B-4                                       BB
   2003-2   B-5                                       B
   2003-3   1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5, 1-A-6  AAA
   2003-3   I-A-RU, I-A-RL, II-A-1                    AAA
   2003-3   B-1                                       AA
   2003-3   B-2                                       A
   2003-3   B-3                                       BBB
   2003-3   B-4                                       BB
   2003-3   B-5                                       B
   2003-4   I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6  AAA
   2003-4   I-A-7, I-A-8, I-A-9, I-A-10, I-A-11       AAA
   2003-4   I-A-RU, I-A-RL, II-A-1, II-A-2, II-A-3    AAA
   2003-4   B-1                                       AA
   2003-4   B-2                                       A
   2003-4   B-3                                       BBB
   2003-4   B-4                                       BB
   2003-4   B-5                                       B
   2003-5   I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6  AAA
   2003-5   I-A-8, I-A-9, I-A-10, I-A-11              AAA
   2003-5   I-A-12, I-A-13, I-A-14, I-A-15, I-A-16    AAA
   2003-5   I-A-17, I-A-18, I-A-19, I-A-R, II-A-1     AAA
   2003-5   II-A-2, II-A-3, III-A-1                   AAA
   2003-5   B-1                                       AA
   2003-5   B-2                                       A
   2003-5   B-3                                       BBB
   2003-5   B-4                                       BB
   2003-5   B-5                                       B
   2003-6   A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8    AAA
   2003-6   A-9, A-RU, A-RL                           AAA
   2003-6   B-1                                       AA
   2003-6   B-2                                       A
   2003-6   B-3                                       BBB
   2003-6   B-4                                       BB
   2003-6   B-5                                       B
   2003-7   I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6  AAA
   2003-7   I-A-7, I-A-8, I-A-9, I-A-10, I-A-11       AAA
   2003-7   I-A-12, I-A-13, I-A-14, I-A-15, I-A-16    AAA
   2003-7   I-A-17, I-A-18, I-A-19, I-A-20, I-A-21    AAA
   2003-7   I-A-22, II-A-1                            AAA
   2003-7   B-1                                       AA
   2003-7   B-2                                       A
   2003-7   B-3                                       BBB
   2003-7   B-4                                       BB
   2003-7   B-5                                       B
   2003-8   I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6  AAA
   2003-8   I-A-7, I-A-8, I-A-9, I-A-10, I-A-11       AAA
   2003-8   I-A-12, I-A-13, I-A-14, I-A-15, I-A-16    AAA
   2003-8   I-A-17, I-A-18, I-A-19, I-A-20, I-A-21    AAA
   2003-8   I-A-22, I-A-23, I-A-24, I-A-25, I-A-26    AAA
   2003-8   I-A-27, I-A-28, I-A-29, I-A-30, I-A-31    AAA
   2003-8   I-A-32, I-A-33, I-A-34, I-A-35            AAA
   2003-8   I-A-36, I-A-37, I-A-38, I-A-39, I-A-40    AAA
   2003-8   I-A-41, I-A-42, I-A-43, I-A-44, I-A-45    AAA
   2003-8   I-A-46, I-A-47, II-A-1                    AAA
   2003-8   B-1                                       AA
   2003-8   B-2                                       A
   2003-8   B-3                                       BBB
   2003-8   B-4                                       BB
   2003-8   B-5                                       B
   2003-9   I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6  AAA
   2003-9   I-A-7, I-A-8, I-A-9, I-A-PO               AAA
   2003-9   I-A-10, I-A-11, I-A-12, II-A-1            AAA
   2003-9   B-1                                       AA
   2003-9   B-2                                       A
   2003-9   B-3                                       BBB
   2003-9   B-4                                       BB
   2003-9   B-5                                       B
   2003-AR1 I-A-1, II-A-1, II-A-R, III-A-1            AAA
   2003-AR1 B-4                                       BB
   2003-AR1 B-5                                       B
   2003-AR2 I-A-1, II-A-1, II-A-R, III-A-1            AAA
   2003-AR2 B-1                                       AA
   2003-AR2 B-2                                       A
   2003-AR2 B-3                                       BBB
   2003-AR2 B-4                                       BB
   2003-AR2 B-5                                       B
   2003-AR3 I-A-1, II-A-1, II-A-R, III-A-1            AAA
   2003-AR3 B-1                                       AA
   2003-AR3 B-2                                       A
   2003-AR3 B-3                                       BBB
   2003-AR3 B-4                                       BB
   2003-AR3 B-5                                       B
   2004-AR1 I-A-1, II-A-1, II-A-RU, II-A-RL, III-A-1  AAA
   2004-AR1 III-A-2                                   AAA
   2004-AR1 B-1                                       AA
   2004-AR1 B-2                                       A
   2004-AR1 B-3                                       BBB
   2004-AR1 B-4                                       BB
   2004-AR1 B-5                                       B
   2004-2   I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6  AAA
   2004-2   I-A-7, I-A-8, I-A-9, I-A-RU, I-A-RL       AAA
   2004-2   II-A-1, III-A-1                           AAA
   2004-2   B-1                                       AA
   2004-2   B-2                                       A
   2004-2   B-3                                       BBB
   2004-2   B-4                                       BB
   2004-2   B-5                                       B
   2004-3   I-A-1, I-A-2, I-A-3, I-A-4, I-A-5         AAA
   2004-3   I-A-RU, I-A-RL, II-A-1                    AAA
   2004-3   B-1                                       AA
   2004-3   B-2                                       A
   2004-3   B-3                                       BBB
   2004-3   B-4                                       BB
   2004-3   B-5                                       B
   2004-AR2 I-A-1, II-A-1, II-A-RU, II-A-RL, III-A-1  AAA
   2004-AR2 IV-A-1                                    AAA
   2004-AR2 B-1                                       AA
   2004-AR2 B-2                                       A
   2004-AR2 B-3                                       BBB
   2004-AR2 B-4                                       BB
   2004-AR2 B-5                                       B
   2004-AR3 I-A-1, II-A-1, II-A-RU, II-A-RL, III-A-1  AAA
   2004-AR3 IV-A-1                                    AAA
   2004-AR3 B-1                                       AA
   2004-AR3 B-2                                       A
   2004-AR3 B-3                                       BBB
   2004-AR3 B-4                                       BB
   2004-AR3 B-5                                       B
   2004-4   I-A-1, I-A-2, I-A-3, I-A-4, I-A-5, I-A-6  AAA
   2004-4   I-A-7, I-A-PO, I-A-RU, I-A-RL, II-A-1     AAA
   2004-4   II-A-2, II-A-3, II-A-4                    AAA
   2004-4   B-1                                       AA
   2004-4   B-2                                       A
   2004-4   B-3                                       BBB
   2004-4   B-4                                       BB
   2004-4   B-5                                       B

                        Ratings Affirmed

                    First Horizon ABS Trust

                    Series   Class   Rating
                    ------   -----   ------
                    2004-HE1 notes   AAA

                        Ratings Affirmed

     First Horizon Alternative Mortgage Pass-Through Trust
                    Mortgage Pass-Thru Certs

              Series   Class                Rating
              ------   -----                ------
              2004-AA1 A-1, A-2, A-3, A-R   AAA
              2004-AA1 B-1                  AA
              2004-AA1 B-2                  A
              2004-AA1 B-3                  BBB
              2004-AA1 B-4                  BB
              2004-AA1 B-5                  B


GENERAL MILLS: Will Use Snack Ventures Deal Proceeds to Trim Debt
-----------------------------------------------------------------
General Mills, Inc., and PepsiCo, Inc., reached a definitive
agreement directing their Snack Ventures Europe joint venture to
redeem General Mills' 40.5 percent ownership interest for $750
million.  The transaction is expected to be completed in early
2005.

General Mills intends to use after-tax proceeds from this
transaction to reduce debt.  As a result, the company now expects
to significantly exceed its $675 million debt reduction target for
fiscal 2005.

General Mills also expects its 2005 net earnings per share to
include a gain from the redemption of its interest in SVE.
Excluding this one-time gain, General Mills reaffirmed its 2005
earnings target of $2.75 to $2.80 per share.

General Mills, Inc., headquartered in Minneapolis, Minnesota, is a
manufacturer of packaged food products.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 3, 2004,
Moody's Investors Service affirmed the Baa2 senior unsecured and
Prime-2 short-term ratings for General Mills.  In addition,
Moody's assigned a new prospective (P)Baa3 subordinated rating and
(P)Ba1 preferred stock rating to the company's new $5.9 billion
multi-seniority shelf registration.

The shelf registration statement has not yet been declared
effective.  The rating outlook remains stable.


GLOBAL CROSSING: Dist. Court Okays $325-Mil Securities Settlement
-----------------------------------------------------------------
Judge Gerard Lynch of the United States District Court for the
Southern District of New York approved "a $325 million settlement
of a fraud suit accusing Global Crossing Ltd. founder Gary
Winnick and other officials of inflating revenue at the defunct
fiber-optic network operator," Bloomberg News reports.  Judge
Lynch finds the settlement "fair, reasonable, and adequate."

According to David Glovin at Bloomberg, the pact calls for $245
million to settle securities-fraud claims and about $80 million
for pension claims.  Mr. Winnick will contribute $55 million; a
former law firm for the company, Simpson, Thatcher & Bartlett,
will pay $19 million and the company's insurance will cover the
rest.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd. --
http://www.globalcrossing.com/-- provides telecommunications
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe.  Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services.  The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188).  When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on December 9, 2003. (Global Crossing Bankruptcy News,
Issue No. 71; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GLOBALNET CORP: Independent Accountants Raises Going Concern Doubt
------------------------------------------------------------------
GlobalNet Corporation has negative working capital at
September 30, 2004, and December 31, 2003, and has experienced
negative operating cash flows as well as continuing net losses for
the nine months ended September 30, 2004, and for the twelve
months ended December 31, 2003 and December 31, 2002.
Additionally, the Company has experienced significant operating
losses since its inception.  The Company is also in default on
several notes payable.  Management filed Chapter 11 bankruptcy for
its subsidiary in June 2004 and is currently renegotiating or in
the process of curing these defaults, however the Company may
still incur late fees and additional extension fees to cure the
defaults that exist under GlobalNet Corporation.  Management also
believes that it may require additional financing to cure the
defaults.

Management's focus continues to target a reduction in operating
expenses, improving network efficiencies, raising margins and
increasing revenues from new and existing customers in order to
enhance the internal generation of cash flows.  The recent
bankruptcy filing has lead to a further reduction in the stability
of existing sales and related margins.  Management believes that
finding alternative carriers with higher margins is a requirement
for the survival of the Company.  As such, new focus has been
placed internally to meet those requirements.  Management is also
exploring different alternatives to address its short-term and
long-term financing needs, including raising equity and debt
financings. There can be no assurances, however, that the Company
will be successful in implementing any of these alternatives

Substantial doubt about the Company's ability to continue as a
going concern was expressed in an explanatory paragraph in the
Company's report from its independent public accountants, which
accompanied the Company's Annual Report on Form 10-KSB.

Headquartered in New York, New York, Globalstar Telecommunications
-- http://www.globalstar.com/-- provides global mobile and fixed
wireless voice and data services.  The Company filed for chapter
11 protection on June 30, 2004 (Bankr. S.D.N.Y. Case No.
04-14480).  Robert R. Leinwand, Esq., at Robinson Brog Leinwand
Greene Genovese & Gluck P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it did not disclose its assets but listed
$1,823,799,468 in total debts.


GOODMAN GLOBAL: Moody's Junks $450M Senior Subordinated Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Goodman Global
Holdings Inc.'s new senior credit facilities along with a B2
senior implied rating and a SGL-2 rating.  The outlook is stable.

The ratings consider:

   (1) Goodman's high leverage,
   (2) low interest coverage,
   (3) seasonality,
   (4) working capital swings,
   (5) expected higher raw materials pricing, and
   (6) the competitive nature of the heating, ventilation, and air
       conditioning -- HVAC -- business.

The ratings also consider the company's impressive market share,
and expectations for improving cash flow generation.  The SGL-2,
speculative grade liquidity rating reflects:

   (1) the company's good liquidity,
   (2) adequate revolver availability, and
   (3) lack of immediate short term debt maturities.

Ratings assigned are:

   * $150 million senior secured revolving credit facility due
      2010, rated at B2;

   * $350 million senior secured term loan B due 2011, rated at
      B2;

   * $200 million senior unsecured floating rate notes due 2012,
      rated at B3;

   * $450 million senior subordinated notes due 2012, rated at
      Caa1;

   * Senior Implied rated at B2;

   * Issuer rating at Caa1.

Proceeds from the $350 million term loan B along with the
$200 million of senior unsecured floating rate notes, $450 million
of senior subordinated notes, and $478 million of contributed
equity from Apollo Management, L.P., senior management, as well as
rollover capital by the Goodman family, will go towards funding
the $1.4 billion asset purchase of substantially all the assets,
equity interests, direct and indirect subsidiaries, as well as
certain other assets, from Goodman Global Holdings, Inc.

The revolver is expected to be undrawn at closing but will have
almost $40 million of non-trade letters of credit outstanding at
close.

The SGL-2 rating indicates good liquidity for the next twelve
months with, solid revolver availability despite some, significant
quarterly seasonal working capital swings.  Alternative liquidity
options are limited as all assets will be encumbered.  The company
benefits from low capital expenditures relative to its size and
consistent positive cash flow generation.  Capital spending is
currently anticipated to be around $50 million for 2005 and return
to maintenance levels for 2006 of up to $25 million.

The company's peak period of working capital usage is its first
and second quarters.  The company's sales are strongest in the
second and third quarters due to seasonal swings.  In the recent
third quarter results, the company reported year over year revenue
improvement of 8.5% due to growth in their distribution channels
and favorable market conditions within the HVAC industry.  Moody's
expects the company to have modest free cash flow after capital
expenditures for the first half of 2005 as the first two quarters
are the weakest in terms of cash flow generation due to the
seasonal buildup of inventories and accounts receivable.  Accounts
receivables peak in the second quarter and third quarters.  For
the full twelve months forecast period, Moody's expects Goodman to
have free cash flow in the area of $48 to $55 million.  Should
there be, however, a substantial further increase in raw material
costs or unfavorable weather conditions, cash flow generation
could be pressured.

The ratings are constrained by the company's initial very high
leverage.  On a proforma basis, total debt will equal $1 billion
and compares with reported LTM EBITDA of $140 million for a debt
to EBITDA coverage ratio of 6.1 times adjusted for various one-
time items and 7.1 times on an as reported basis.  Increases in
raw material prices, primarily steel and copper, have been a
concern and may negatively impact EBITDA margins which declined to
10.9% in 2003 from 11.8% in 2002 on an as reported basis.  For the
LTM period thorough September the company's EBITDA margins were
basically static at 10.8%, also on an as reported basis.  The
company has announced 4% to 9% price increases effective
January 1, 2005.  This follows a 5% price increase that became
effective September 1, 2004.  The company's competitors have also
been raising their prices.

The company is expected to generate low levels of free cash flow
relative to its initial debt levels.  For 2005, Moody's
anticipates that the company's free cash flow to total debt will
be in the area of 5%.  However, Moody's notes that capital
expenditures of about $50 million in 2005 compares with almost
$28 million in 2004 and that majority of the difference mostly
reflects the investment in 13 seer related manufacturing capacity.
The company has a stated goal of deleveraging as quickly as
possible.  Growth from expanded market shares attributed to new
seer 13 installations is expected to improve free cash flow as a
percent of debt to over 10% for FY 2006, if market conditions
hold.  If interest rates rise, the floating rate notes could
become a larger drag on the company's free cash flow.  These notes
are callable after 2 years.

The ratings benefit from the company's position as the second
largest domestic manufacturer of HVAC, products for residential
and commercial use.  The company's products are typically more
attractively priced than its competitors and its warranty history
suggests a competitive value offering.  The company's business is
driven by a very large replacement market with over 60% of units
sold serving as replacements of existing units.  The company
enjoys an expansive distribution network with over
725 distribution points including 113 company owned stores and
over 140 independent distributors.

The ratings consider the company's diversified customer base with
no single customer representing over 6% of net sales and with the
top 10 customers believed to represent less than 25% of sales.
The company also offers a wide range of products within its
industry segment.  Its split systems represented 38.7% of LTM
revenues through September 30, 2004.  Moody's understands that the
federally mandated move to the new 13 seer standard is an
opportunity for Goodman to gain market share thorough its value
pricing because 13 seer units will likely be more expensive than
the current 10 seer models industry wide.  Hence, as builders and
contractors seek to limit the cost of HVAC systems and as
residential consumers seek to improve their efficiency levels,
Goodman's prices may be the hook.  The company believes it is the
low cost provider in the industry.  Moody's considers this an
important benefit given the coming mandated 13-seer industry
standard and its potential impact on competitors manufacturing and
pricing strategies.

The $500 million senior secured credit facilities will be fully
and unconditionally guaranteed on a joint and several basis by all
of the existing and future direct and indirect domestic
subsidiaries of the borrower.  The facilities will be secured by a
perfected first priority pledge on all of the equity interests of
the borrower unless these are classified as unrestricted
subsidiaries.  Amortization on the term loan will be 1% annually,
payable in quarterly installments, with the balance due at
maturity.  The facilities will benefit from a 50% excess cash flow
sweep, 100% of debt issuances, and 100% of any asset sales.  The
revolving credit facility is to have a maximum letters of credit
level not to exceed $50 million.

The $200 million senior unsecured floating rate notes mature in
2012 and are structurally subordinated to secured debt of the
Issuer.  All of Goodman's existing and future domestic restricted
subsidiaries that guarantee the new senior secured credit
facilities will also guarantee the senior unsecured floating rate
notes.  The $450 million senior fixed subordinated notes due 2012
are unsecured senior subordinated obligations of the company.
These notes are also unconditionally guaranteed on an unsecured
senior subordinated basis and were rated at the Caa1 level to
reflect their contractual subordinated position in the capital
structure.  The senior unsecured issuer rating has also been rated
at the Caa1 level despite the fact that any unsecured debt would
not benefit from any upstream subsidiary guarantees as does the
rest of the debt in the proposed capital structure, however, due
to the anticipated lack of any tangible asset coverage and
questionable enterprise coverage in a distress scenario, the
issuer rating has not been notched below the senior subordinated
notes.

The ratings and or outlook may improve if the company successfully
gains market share and is able to translate expected market share
gains into higher free cash flow.  A ratings upgrade would be
likely if the company was able to reduce its total debt to EBITDA
to less than 5 times, generate free cash flow equal to at least 8%
of outstanding debt on a sustainable basis, and improve its
interest coverage to above 3 times.  These targets compare with
proforma estimates of just over 6 times for debt to adjusted
EBITDA, 6.6% for free cash flow, and around 2.2 times for adjusted
EBITDA coverage of interest.  The ratings or outlook could
deteriorate if the company was to lose one of its various lawsuits
or its existing insurance liability coverage was to become
insufficient to minimize the impact of any potential legal
settlements.  Over the long term, changes in regulation may also
affect the company's margins, particularly, as it relates to
refrigerant usage and the associated costs of any replacement
product.  However, this risk is not likely to affect the rating
over the intermediate term.

Goodman Global Holdings, Inc., located in Houston, Texas, is the
second largest domestic manufacturer of heating, ventilation and
air conditioning, or HVAC, products for residential and commercial
use.  Total revenues for 2004 are estimated to be in the area of
$1.3 billion while adjusted EBITDA is expected to be over
$160 million.


GRACE INDUSTRIES: Wants Access to $1.4 Million of Cash Collateral
-----------------------------------------------------------------
Grace Industries, Inc., and its debtor-affiliate ask the U.S.
Bankruptcy Court for the Eastern District of New York for
authority to use cash collateral securing repayment of obligations
to their secured lender St. Paul Fire and Marine Insurance Company
and its affiliates to avoid immediate and irreparable harm to
their estates.

The Debtors urge the Court to grant them access to St. Paul's cash
collateral in accordance with a weekly budget projecting:

                                For the Week Ending
                -----------------------------------------------
                   12/12          12/19       12/26       1/2
                ----------     ---------   ----------  --------
Revenues        $2,278,762     $ 687,106   $2,679,169  $315,000
Labor/Equipment  1,542,500       817,500    1,930,000   165,000
Job Costs           96,275        53,000       45,000    46,775
Payroll             45,120        45,120       91,540    46,660
Loans/Leases        98,737       157,730                 98,737
                 ---------      --------    ---------   -------
Total              783,844      (386,244)     612,629   (42,172)

St. Paul serves as the surety holder of 19 active government
projects currently undertaken by the Debtors.  St. Paul has
approximately $85 million worth of performance and payment bonds
outstanding on these projects.

The Debtors owe St. Paul $5.6 million and the obligation is
secured by first priority liens on substantially all of Grace's
assets, inventory, accounts receivable, machinery and equipment.
The value of these assets approximates $20 million.

The Debtors tell the Court that St. Paul loaned and advanced
premiums to them totaling $6.2 million to help finance their
projects including the World Trade Center clean-up.  This
indebtedness is secured by a second mortgage on a real property
owned by Grace Industries' affiliate located in 151-21 6th Road in
Whitestone.  The property's estimated value is at least
$40 million.

The Debtors explain that they have never defaulted on their
payments to St. Paul and their indebtedness is over secured.  They
alleged that St. Paul wants to take over their business operations
by refusing to grant the Debtors access to their accounts
receivable and available funds of $1.4 million.  This move by St.
Paul causes the Debtors to default on profitable jobs they are
presently performing.

According to the Debtors, St. Paul's representative Matthew
Silverstein has advised them that it will not authorize any more
borrowings unless a "joint control agreement" is reached.
St. Paul also objected to the Debtors' plan to liquidate their
asphalt plant for $12 million.

Headquartered in Whitestone, New York, Grace Industries Inc. --
http://www.graceindustriesinc.com/-- specializes in asphalt
manufacturing & paving, concrete paving; airport, highway & bridge
construction; electrical, interior & exterior engineering &
design; demolition, foundations, piling, real estate, and roads,
sewer and water main construction.  The Company filed for chapter
11 protection on Dec. 6, 2004 (Bankr. E.D.N.Y. Case No. 04-27013).
Matthew G. Roseman, Esq., at Cullen and Dykman Bleakley Platt LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$46 million in total assets and $30 million in total debts.


GRACE INDUSTRIES: Section 341(a) Meeting Slated for January 3
-------------------------------------------------------------
The United States Trustee for Region 2 will convene a meeting of
Grace Industries, Inc., and its debtor-affiliate's creditors at
10:30 a.m., on Jan. 3, 2005, at 33 Whitehall Street in New York,
New York.  This is the first meeting of creditors required under
11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Whitestone, New York, Grace Industries Inc. --
http://www.graceindustriesinc.com/-- specializes in asphalt
manufacturing & paving, concrete paving; airport, highway & bridge
construction; electrical, interior & exterior engineering &
design; demolition, foundations, piling, real estate, and roads,
sewer and water main construction.  The Company filed for chapter
11 proctetion on Dec. 6, 2004 (Bankr. E.D.N.Y. Case No. 04-27013).
Matthew G. Roseman, Esq., at Cullen and Dykman Bleakley Platt LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$46 million in total assets and $30 million in total debts.


GREEN TREE FINANCIAL: Moody's Junks Twelve Certificate Classes
--------------------------------------------------------------
Moody's Investors Service has downgraded certain senior, mezzanine
and subordinate certificates of 20 Green Tree Financial Corp.
(subsequently Conseco Finance Corp.) manufactured housing
securitizations.  The transactions are currently being serviced by
Green Tree Investment Holdings II LLC, which bought the MH
servicing platform of Conseco Finance in 2003.

Moody's previously downgraded the senior, mezzanine and
subordinate certificates of 44 Green Tree's 1992-1998
securitizations in December 2003 and 13 Conseco's 1999-2002
securitizations in December 2003 and August 2004.  The rating
actions were prompted by the continued performance deterioration
of Green Tree pools and the resulting erosion of credit support.

The current review is prompted by the continued weaker-than-
expected performance of Green Tree's pools.  Although
repossessions and loss severities have decreased, the improvement
has been slower than expected.  As a result, losses remain high
and credit support continues to erode.  The B-2 classes of many of
the pools have been completely written down.

Green Tree Investment Holdings II LLC is a joint venture between
Fortress Investment Group LLC and Cerberus Capital Management.

The complete ratings actions are:

Issuer: Green Tree Financial Corporation

Series 1993-2:

   * 8.00% Class B Certificates, downgraded from B3 to Caa1

Series 1996-3:

   * 7.70% Class M-1 Certificates, downgraded from B1 to B2

Series 1996-4:

   * 7.40% Class A-6 Certificates, downgraded from Aa3 to A2
   * 7.90% Class A-7 Certificates, downgraded from Aa3 to A2
   * 7.75% Class M-1 Certificates, downgraded from B2 to B3

Series 1996-5:

   * 8.05% Class M-1 Certificates, downgraded from B2 to B3

Series 1996-6:

   * 7.95% Class M-1 Certificates, downgraded from Ba3 to B3

Series 1996-7:

   * 7.70% Class M-1 Certificates, downgraded from Ba1 to B1
   * 7.70% Class B-1 Certificates, downgraded from Ca to C

Series 1996-8:

   * 7.85% Class M-1 Certificates, downgraded from B1 to B3

Series 1996-9:

   * 7.63% Class M-1 Certificates, downgraded from B1 to B2
   * 7.65% Class B-1 Certificates, downgraded from Ca to C

Series 1997-1:

   * 6.86% Class A-5 Certificates, downgraded from A1 to A2
   * 7.29% Class A-6 Certificates, downgraded from A1 to A2
   * 7.22% Class M-1 Certificates, downgraded from B1 to B3
   * 7.23% Class B-1 Certificates, downgraded from Ca to C

Series 1997-2:

   * 7.24% Class A-6 Certificates, downgraded from A3 to Baa1
   * 7.62% Class A-7 Certificates, downgraded from A3 to Baa1
   * 7.54% Class M-1 Certificates, downgraded from B2 to Caa1

Series 1997-3:

   * 7.14% Class A-5 Certificates, downgraded from A3 to Baa1
   * 7.32% Class A-6 Certificates, downgraded from A3 to Baa1
   * 7.64% Class A-7 Certificates, downgraded from A3 to Baa1
   * 7.53% Class M-1 Certificates downgraded from B2 to Caa1

Series 1997-4:

   * 6.88% Class A-5 Certificates, downgraded from A2 to A3
   * 7.03% Class A-6 Certificates, downgraded from A2 to A3
   * 7.36% Class A-7 Certificates, downgraded from A2 to A3
   * 7.22% Class M-1 Certificates, downgraded from B1 to B3

Series 1997-5:

   * 6.62% Class A-5 Certificates, downgraded from Aa3 to A2
   * 6.82% Class A-6 Certificates, downgraded from Aa3 to A2
   * 7.13% Class A-7 Certificates, downgraded from Aa3 to A2
   * 6.95% Class M-1 Certificates, downgraded from Ba3 to B2
   * 6.97% Class B-1 Certificates, downgraded from Ca to C

Series 1997-7:

   * 7.03% Class M-1 Certificates, downgraded from B1 to B3

Series 1998-1:

   * 6.04% Class A-4 Certificates, downgraded from A3 to Baa2
   * 6.68% Class A-5 Certificates, downgraded from A3 to Baa2
   * 6.33% Class A-6 Certificates, downgraded from A3 to Baa2
   * 6.77% Class M-1 Certificates, downgraded from B1 to B3

Series 1998-2:

   * 6.24% Class A-5 Certificates, downgraded from Baa1 to Baa3
   * 6.81% Class A-6 Certificates, downgraded from Baa1 to Baa3
   * 6.94% Class M-1 Certificates, downgraded from B2 to Caa1

Series 1998-4:

   * 6.18% Class A-5 Certificates, downgraded from Baa2 to Baa3
   * 6.53% Class A-6 Certificates, downgraded from Baa2 to Baa3
   * 6.87% Class A-7 Certificates, downgraded from Baa2 to Baa3
   * 6.83% Class M-1 Certificates, downgraded from Caa1 to Caa2

Series 1998-5:

   * 6.54% Class A-1 Certificates, downgraded from Baa1 to Baa3
   * 6.71% Class M-1 Certificates, downgraded from B2 to Caa1

Series 1998-7:

   * 6.32% Class A-1 Certificates, downgraded from Baa1 to Baa3
   * 6.40% Class M-1 Certificates, downgraded from Ba3 to B3
   * 6.84% Class M-2 Certificates, downgraded from B3 to Caa2

Series 1998-8:

   * 6.28% Class A-1 Certificates, downgraded from Baa1 to Baa3
   * 6.98% Class M-1 Certificates, downgraded from Ba3 to B3
   * 7.08% Class M-2 Certificates, downgraded from Caa2 to Ca


HANOVER DIRECT: Gets Delisting Notice from American Stock Exchange
------------------------------------------------------------------
Hanover Direct, Inc., (Amex: HNV) received a letter from the
American Stock Exchange dated Dec. 9, 2004, notifying the Company
that it has failed to satisfy an additional continued listing
standard.

Specifically, the Company has yet to file its Quarterly Report on
Form 10-Q for the fiscal quarter ended Sept. 25, 2004, which is a
condition for the Company's continued listing on the Exchange, as
required by Sections 234 and 1101 of the Company Guide, and is a
material violation of its listing agreement with the Exchange.
Therefore, pursuant to Section 1003(d) of the Company Guide, the
Exchange is authorized to suspend and, unless prompt corrective
action is taken, remove the Company's securities from the
Exchange.  The Exchange advised that if the Company is not in
compliance with the aforementioned filing requirements by
Dec. 31, 2004, the Exchange staff will initiate delisting
proceedings as appropriate.  Also, should the Company regain
compliance with the filing requirements prior to Dec. 31, 2004,
the Exchange staff will review the filing to determine whether the
Company is making progress consistent with the plan.  On
completion of its review, the Exchange staff may take action
including the initiation of delisting proceedings.  The Company
may appeal a staff determination to initiate delisting proceedings
in accordance with Section 1010 of the Company Guide.

As previously reported, on Nov. 17, 2004, the Company announced
that the Audit Committee of the Board of Directors of the Company
is investigating two financial statement matters previously
disclosed by the Company and other accounting-related matters with
the assistance of independent outside counsel.  The Company does
not believe the investigation will be completed by Dec. 31, 2004,
and has so advised the Exchange.  The Company understands that the
Audit Committee may receive at least a preliminary report by
mid-January 2005 and cannot predict the outcome of that report or
any additional adjustments to its financial statements that may be
necessitated thereby.  However, the Company intends to file its
Quarterly Report on Form 10-Q for the fiscal quarter ended
Sept. 25, 2004, as promptly as practicable following the
conclusion of the investigation.

There can be no assurance that the Company will be able to
maintain the listing of its Common Stock on the American Stock
Exchange.

                        About the Company

Hanover Direct, Inc., (Amex: HNV) and its business units provide
quality, branded merchandise through a portfolio of catalogs and
e-commerce platforms to consumers, as well as a comprehensive
range of Internet, e-commerce, and fulfillment services to
businesses.  The Company's catalog and Internet portfolio of home
fashions, apparel and gift brands include Domestications, The
Company Store, Company Kids, Silhouettes, International Male,
Scandia Down, and Gump's By Mail.  The Company owns Gump's, a
retail store based in San Francisco.  Each brand can be accessed
on the Internet individually by name.  Keystone Internet Services,
LLC -- http://www.keystoneinternet.com/-- the Company's third
party fulfillment operation, also provides the logistical, IT and
fulfillment needs of the Company's catalogs and web sites.
Information on Hanover Direct, including each of its subsidiaries,
can be accessed on the Internet at http://www.hanoverdirect.com/

At June 26, 2004, Hanover Direct's balance sheet showed a
$46,503,000 stockholders' deficit, compared to a $47,629,000
deficit at December 27, 2003.


HAYES LEMMERZ: Wants to Correct Arithmetic Error in Modified Plan
-----------------------------------------------------------------
The HLI Creditor Trust -- a trust created by a trust agreement
dated June 3, 2003, between Hayes Lemmerz International and its
debtor-affiliates, and Avidity Partners, LLC, as Trustee, to
litigate Trust Claims and make distributions of Trust Recoveries
in accordance with the Debtors' Modified Plan --, Wells Fargo
Bank, N.A., as indenture trustee, and U.S. Bank National
Association, successor-in-interest to U.S. Bank Trust National
Association, as indenture trustee, ask the United States
Bankruptcy Court for the District of Delaware to:

    (a) correct an arithmetic error in the Modified Plan; and

    (b) approve the allocation of the Allowed Class 6 Claim
        amounts among the Subordinated Note Claims based on the
        corrected amount.

On the Creditor Trust's behalf, Linda Richenderfer, Esq., at Saul
Ewing, in Wilmington, Delaware, relates that:

    (1) Wells Fargo is indenture trustee for:

        -- the Debtors' 9-1/8% Senior Subordinated Notes due June
           2007;

        -- the Debtors' 9-1/8% Senior Subordinated Notes due July
           2007;

        -- the Debtors' 8-1/4% Senior Subordinated Notes due
           December 2008; and

    (2) U.S. Bank is indenture trustee for the Debtors' 11% Senior
        Subordinated Notes due 2006.

Pursuant to the Modified Plan, all claims relating to the
Subordinated Notes were placed in Class 6.  As confirmed, the
Modified Plan states that the Subordinated Note Claims are deemed
Allowed Class 6 Claims, aggregating $885,919,552.

Ms. Richenderfer clarifies that the Modified Plan did not allocate
the $885,919,552 among the Subordinated Notes.  The Modified Plan
states that the $885,919,552 should be allocated on a pro rata
basis.  The Modified Plan defines "Pro Rata" to mean "the
proportion that the principal face amount of Subordinated
Notes held by the holder of a Claim in Class 6 bears to the
aggregate principal face amount of the Subordinated Notes."

The Trust is charged with making distributions to the holders of
Allowed Class 6 Claims.  In preparing for making distributions,
the Trust discovered that the Allowed Class 6 Claims did not match
the principal amounts of the Subordinated Notes, in that a Pro
Rata distribution did not divide evenly.

The Trust and the Indenture Trustees learned that there had been
an arithmetic error in the Modified Plan and that the correct
aggregate amount of Allowed Class 6 Claims is $885,646,238, not
$885,919,552, after giving effect to the cash payments made to the
Indenture Trustees under the Modified Plan and stipulations
between the Debtors and the Indenture Trustees.  Thus, Ms.
Richenderfer asserts that it is necessary to allocate the Allowed
Class 6 Claims among the Subordinated Note Claims based on the
corrected aggregate amount of $885,646,238.

The Trust and the Indenture Trustees ask the Court to approve the
allocation of Allowed Class 6 Claims among the Subordinated Note
Claims based on the corrected aggregate amount of $885,646,238,
as:

          Notes                        Amount
          -----                        ------
       June 2007 Notes              $225,605,604
       July 2007 Notes              $147,353,816
       2008 Notes                   $233,097,957
       2006 Notes                   $249,588,861

Hayes Lemmerz International, Inc., is a world leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The Company filed for chapter 11 protection on
December 5, 2001 (Bankr. D. Dela. Case No. 01-11490). Eric
Ivester, Esq. at Skadden, Arps, Slate, Meager & Flom and Mark S.
Chehi, Esq. at Skadden, Arps, Slate, Meager & Flom represent the
Debtors' in their restructuring efforts.  (Hayes Lemmerz
Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


HUFFY CORP: Has Until Jan. 11 to Make Lease-Related Decisions
-------------------------------------------------------------
The Honorable Lawrence S. Walter of the U.S. Bankruptcy Court for
the Southern District of Ohio entered a bridge order extending,
until January 11, 2005, the period within which Huffy Corporation
and its debtor-affiliates can elect to assume, assume and assign,
or reject their unexpired nonresidential real property leases.

This is the Debtors' first extension of their lease decision
period.

The Debtors tell the Court that they are parties to several
unexpired nonresidential properties located in several states,
consisting mostly of their corporate offices, product line
operations, and distribution and warehouse facilities.

The Debtors relate that they are still in the process of
evaluating their business needs in relation to their
reorganization efforts.  The Debtors argued that the extension
would give them more time to determine which of the unexpired
leases are the most beneficial to their estates in terms of
deciding whether to assume or reject the unexpired leases.

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

The Court's bridge order merely maintains the status quo of the
Debtors' unexpired leases pending the Court's final decision on
the Debtors' original motion to extend their lease decisions
period until March 19, 2005.

The Court will convene a hearing at 10:00 a.m., on Jan. 11, 2005,
to consider the Debtors' original motion.

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


HUFFY CORP: Committee Taps PwC Corporate Finance as Fin'l Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Huffy Corporation
and its debtor-affiliates' chapter 11 proceedings asks the U.S.
Bankruptcy Court for the Southern District of Ohio for permission
to employ PricewaterhouseCoopers Corporate Finance LLC as its
financial advisor.

PricewaterhouseCoopers is expected to:

   a) review and analyze the Debtors' businesses, operations and
      financial condition including current and projected
      liquidity position of the Debtors;

   b) evaluate the Debtors' business plan and its corresponding
      financial projections;

   c) analyze the values available to the Committee members under
      various alternatives, including a review of M&A
      opportunities, potential strategic and financial buyers and
      estimated sale proceeds;

   d) assist the Committee with tactics and strategy for
      negotiating with the Debtors and other constituents;

   e) participate with the Committee in meetings and negotiations
      with the Debtors and other constituents in connection with
      restructuring plans;

   f) advise the Committee as to the timing, nature and terms of
      new securities, other considerations or other inducements to
      be offered pursuant to a restructuring;

   h) assist in the review and preparation of information and
      analysis necessary for the confirmation of a plan of
      reorganization;

   h) assist in the evaluation and analysis of avoidance actions,
      including fraudulent conveyances and preferential transfers;
      and

   i) perform other necessary restructuring related services as
      requested by the Committee.

Sudhin Roy, a Managing Director at PricewaterhouseCoopers,
discloses that the Firm does not have hourly rates of compensation
for professionals performing services to the Committee.

Mr. Roy reports that PricewaterhouseCoopers compensation consist
of:

   a) a monthly non-refundable fee of $75,000 commencing from
      November 3, 2004 until the termination of the Engagement
      Agreement between the Debtors and PricewaterhouseCoopers;
      and

   b) a Restructuring Fee equal to two percent but not exceeding
      $750,000 for any consideration received or retained by the
      holders of general prepetition claims against the Debtor in
      the event a restructuring of the Debtors' business is
      consummated.

PricewaterhouseCoopers assures the Court that it does not
represent any interest adverse to the Committee, the Debtors or
their estates.

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


IMAX CORP: Settles Litigation with United Cinemas' Former Owners
----------------------------------------------------------------
IMAX Corporation (Nasdaq:IMAX; TSX:IMX) settled a previously
disclosed litigation with the former owners of United Cinemas
International Multiplex B.V. -- UCI, an operator of multiplex
theatres based in the United Kingdom.  The majority of UCI's
theatrical exhibition operations, and related entities, were
recently sold to a private equity firm in the U.K.  The specific
terms of the settlement were not disclosed other than that the
Company will receive cash payments in the fourth quarter of 2004
and first quarter of 2005.

"We are extremely pleased with this settlement agreement," said
IMAX's Co-Chairmen and Co-Chief Executive Officers Richard L.
Gelfond and Bradley J. Wechsler.  "The cash that we will receive
increases our financial flexibility and will help us to continue
to execute on our strategic plan of growing the number of IMAX(R)
theatres around the world and making IMAX venues the place to see
Hollywood's biggest event films."

Added Messrs. Gelfond and Wechsler, "Because of this settlement,
the success of The Polar Express: An IMAX 3D Experience, and other
factors, we now expect to exceed our previous earnings guidance of
$0.23 of net income per share ($0.25 prior to refinancing costs)
for 2004."

                     About IMAX Corporation

Founded in 1967, IMAX Corporation -- http://www.imax.com/-- is
one of the world's entertainment technology companies.  IMAX's
businesses include the creation and delivery of the world's
cinematic presentations using proprietary IMAX and IMAX 3D
technology, and the development of digital production and
presentation.  IMAX has developed revolutionary technology called
IMAX DMR (Digital Re-mastering) that makes it possible for
virtually any 35mm film to be transformed into the unparalleled
image and sound quality of The IMAX Experience(R).  The IMAX brand
is recognized throughout the world for extraordinary and immersive
family entertainment experiences.  As of September 30, 2004, there
were more than 235 IMAX theatres operating in 35 countries.
IMAX(R), IMAX DMR(R) and The IMAX Experience(R) are trademarks of
IMAX Corporation.

At September 30, 2004, the company's stockholders' deficit
narrowed to $49,145,000 compared to a $51,776,000 deficit at
December 31, 2003.


INN OF THE MOUNTAIN: 2nd Quarter Revenues Up 12.6% from Last Year
-----------------------------------------------------------------
Inn of the Mountain Gods Resort and Casino, a business enterprise
of the Mescalero Apache Tribe, reported that net revenue for its
fiscal quarter ended Oct. 31, 2004, was $23.2 million, an increase
of $2.6 million, or 12.6%, from $20.6 million for the prior-year
second fiscal quarter.  Adjusted EBITDA for the quarter ended
Oct. 31, 2004 was $9.0 million, an increase of $1.6 million, or
21.6%, from $7.4 million for the prior-year period.

The increase in net revenue was primarily attributable to a growth
in gaming revenue during the period, which was 7.6% higher than
last year's second fiscal quarter, as well as a continuing
increase in revenue from retail operations located at the Travel
Center, which opened in May 2003.  For the quarter ended
Oct. 31, 2004, the average gross slot win per unit per day was
$154 (on a weighted average number of slot machines of 1,180)
versus last year's second quarter of $149 (on a weighted average
number of slot machines of 1,180).  The average table game win per
unit per day for the period was $691 versus last year's second
quarter of $596.  The weighted average number of table games was
38 for each of the comparable quarters.  The increase in retail
revenue reflects year-over-year increases in the sales from
refueling stations and smoke shop, which offer favorable product
pricing relative to other competitors, and to the operation of our
convenience store.

Michael French, Chief Operating Officer of IMGRC, in commenting on
the quarter, stated: "Our continued growth in revenue and earnings
is particularly satisfying.  We are also pleased with the progress
of our marketing and operating plans, which are on schedule for
the new resort opening."  Mr. French went on to say, "Our project
liquidity also remains positive as we near the completion of our
resort."

Construction of IMGRC's new resort and casino is on schedule.
Construction costs incurred on the resort's fixed-price contract
through October 31, 2004, were $131 million, leaving the remaining
costs of $10 million, which will be incurred prior to the resort
opening in April 2005.  Also, there are previously announced scope
changes totaling $5 million relating to the build out of
additional guest rooms, meeting rooms, a fitness center and an
indoor swimming pool, which will be completed by the opening in
April 2005.

                       About the Company

IMGRC is a business enterprise of the Tribe, a federally
recognized Indian tribe with an approximately 725-square-mile
reservation situated in the Sacramento Mountains in south-central
New Mexico.  IMGRC includes all of the resort enterprises of the
Tribe, including Casino Apache, Casino Apache Travel Center, Ski
Apache and a new resort project, currently under construction
which, upon completion, will include a 273-room hotel, a new
38,000-square-foot casino (replacing the existing Casino Apache),
a fitness center and indoor swimming pool, and a 37,000-square-
foot convention and special events center, which will include
capacity for 17,000 square feet of divisible meeting room space.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 25, 2004,
Moody's Investors Service raised the ratings of Inn of the
Mountain Gods Resort and Casino in response to the Department of
Interior's recent approval of the Mescalero Apache Tribe's new
gaming compact with the State of New Mexico, and IMG's recent
payment of $23 million to the State of New Mexico as required by
the compact settlement agreement that was reached in April 2004.
The rating outlook is stable.

The following ratings were raised:

   -- $200 million 12% senior unsecured notes due 2010, to B3
      from Caa1

   -- Senior implied rating, to B3 from Caa1; and

   -- Senior unsecured issuer rating, to B3 from Caa1.


INTL IMAGING: Losses & Deficits Raise Going Concern Doubts
----------------------------------------------------------
International Imaging System, Inc.'s net loss from operations,
negative working capital, and a capital deficiency are issues that
raise substantial doubt about the Company's ability to continue as
a going concern.

As of June 30, 2004, International Imaging reported $720,045 in
total assets and a stockholders' deficit totaling $724,022.

Management has taken steps to achieve profitable operations by
restructuring its sales pricing policies and production methods.
In addition, the Company is pursuing negotiations with private and
institutional lenders to secure additional working capital in the
form of some combination of equity and debt.

The Company financed its operations during the six-month period
ended June 30, 2004, through revenues from operations and
shareholder advances of $304,500.  As of June 30, 2004, the
Company's principal sources of liquidity consisted of accounts
receivable of $389,450.  The Company believes that the timely
collection of such accounts receivable, together with expected
revenues from operations, must be supplemented by additional
capital from both existing and new shareholders in order to
maintain its operations at current levels and to expand its
operations.  There can be no assurance that it will be able to
find sources of financing on terms acceptable to it, if at all. If
the Company does not find sources to finance the activities, it
will be unable to expand operations, and may have to curtail
certain of its current activities.

International Imaging System, Inc., through its wholly owned
subsidiary, Advanced Imaging Systems, LLC, is principally engaged
in the manufacture and sale of telephone credit cards, check
cashing cards and security cards of all types.  The Company
markets such products domestically and abroad.  The Company also
markets pre-owned, brand name photocopier machines for an
unrelated party.


IWO ESCROW: S&P Junks $150M Senior Secured & $75M Discount Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' corporate
credit rating to IWO Escrow Co.  The outlook is positive.  The
company is a newly formed entity that will be merged into IWO
Holdings, Inc., an affiliate of Sprint PCS, after IWO Holdings
completes a prepackaged Chapter 11 bankruptcy reorganization.

A 'CCC+' rating and a recovery rating of '3' were assigned to IWO
Escrow's proposed $150 million senior secured floating-rate notes
due 2012.  The '3' recovery indicates the expectation for a
meaningful (50%-80%) recovery of principal in the event of a
default.

A 'CCC-' rating was assigned the company's proposed $75 million
senior discount notes due 2015.  The notes will be issued under
Rule 144A with registration rights.

Issue proceeds will be used to repay the existing $215 million in
secured bank debt of IWO Holdings' subsidiary, Independent
Wireless One Corp.  The remaining funds will pay restructuring
fees and expenses, disputed charges to Sprint Corp., and financing
expenses.  Upon emergence from Chapter 11, IWO holdings will have
$225 million in total debt from the two new issues, compared with
$375 million in pre-petition debt.

IWO provides wireless services under the Sprint PCS brand to
231,000 subscribers in areas including Albany, New York and other
smaller markets in upstate New York, Massachusetts, New Hampshire,
and Vermont.  The company has the exclusive right to use 30 MHz of
spectrum licensed to Sprint PCS throughout territories with a
population of 6.3 million.  Within this area, IWO's network covers
a population of about 4.8 million.  IWO Holdings is currently
100%-owned by US Unwired, Inc.  In connection with the
reorganization, US Unwired's shares will be canceled and new
common stock will be issued to the holders of IWO Holdings'
existing senior notes.

"Ratings on IWO reflect high financial risk from capital
expenditure-related debt and negative free cash flow incurred
during an extended business start-up period," said Standard &
Poor's credit analyst Eric Geil.  "Market penetration and average
revenue per user -- ARPU -- are below average compared with peers'
because of intense competition, weak marketing and distribution
efforts, elevated customer churn, and relatively low penetration
of data services.  These factors have hampered revenue and EBITDA
growth.  Tempering factors include brand recognition and operating
support from the Sprint PCS relationship, and roaming revenue from
Sprint PCS customers in larger adjacent markets."


KAISER ALUMINUM: Selling Prospect Plains Lot to Prospect Crossing
-----------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates own a
14.32-acre real property located on Prospect Plains Road in Monroe
Township, Middlesex County, New Jersey.  The Property is comprised
of two parcels of land.  The first parcel was acquired by Kaiser
Aluminum & Chemical Corporation in 1976 and originally used to
manufacture phosphatic agricultural chemicals.  Manufacturing
operations were curtailed in 1984 and most of the buildings and
fixtures used in the manufacturing operations have since been
removed.  KACC acquired the remaining parcel in 2000 to combine
existing parcel to create a larger lot.  The Property is currently
held by KACC as part of its discontinued operations.

In accordance with the Court-approved Miscellaneous Asset Sales
Procedures, the Debtors intend to sell the Property to Prospect
Crossing, LLC, pursuant to a purchase and sale agreement dated to
be effective as of June 12, 2002.

KACC proposes to sell the Property:

   (a) on an "as is" and "where is" basis, without any
       representation or warranties from the Debtors as to the
       quality or fitness of the Property for either its intended
       or any particular purposes; and

   (b) free and clear of all liens, claims, encumbrances, and
       other interests, pursuant to Section 363(f) of the
       Bankruptcy Code.

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

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

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, informs the United States Bankruptcy Court
for the District of Delaware that to the extent that the Secured
Lenders, the Taxing Authorities or any other party has a Lien on
or an Interest in the Property, those Liens and Interests would be
subject to money satisfaction in accordance with Section 63(f)(5).
All Liens and Interests will attach to the proceeds of the
proposed sale with the same validity and priority as they had
against the Property.

Prospect Crossing will pay $959,000 and has placed in escrow a
$25,000 earnest money deposit, which will be credited against the
purchase price at closing.

To make the Property marketable for redevelopment and allow the
sale to be closed, Ms. Newmarch relates that KACC has entered into
an easement agreement with Consolidated Rail Corporation, the
owner of an adjacent property, for a drainage easement across a
portion of Conrail's property.  The executed easement will be held
in escrow pending the sale of the Property and recorded
immediately preceding the recording of the deed evidencing the
Property Sale.  KACC will pay Conrail $46,000 from the sale
proceeds in exchange for the drainage easement.  Additionally,
KACC will pay the normal and customary costs of closing from the
sale proceeds, as well as a standard broker's fee of 6% of the
sale price to Resource Realty of Central New Jersey.

                       Obligations to NJDEP

In 1984, KACC learned that the soil and groundwater contamination
existed at the Property.  Surface remediation has since been
completed, and bioremediation of the groundwater and offsite and
onsite monitoring are ongoing in accordance with the terms of a
Limited Restricted Use No Further Action Letter and Covenant Not
to Sue issued by the New Jersey Department of Environmental
Protection on June 23, 1999.

To ensure that KACC has continued access to the Property as
necessary to satisfy its obligations to the New Jersey
Environmental Protection Department, KACC and Prospect Crossing
will execute a declaration of restrictions at closing that will be
recorded against the Property.  KACC's obligations to the
Environmental Protection Department with respect to the Property
continue until 2015 or the time that the Department notifies KACC
that the remedial activities are no longer required.

             Executory Contracts and Unexpired Leases

KACC does not intend to assume and assign any executory contracts
or unexpired leases pursuant to Section 365 in connection with the
Transaction.

             Objection Procedures to the Transaction

Written objections to the Transaction, if any, must be filed with
the Court by December 23, 2004.  Absent any Objections by the
Objection Deadline, the Debtors will be authorized to consummate
the Transaction without further delay.

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)


LAND O'LAKES: Moody's Affirms Ba2 Senior Implied Rating
-------------------------------------------------------
Moody's Investors Service upgraded Land O'Lakes' speculative grade
liquidity rating to SGL-3 from SGL-4 and affirmed the company's B2
senior implied rating with a negative outlook.

The SGL upgrade reflects Moody's expectation that cash flow
generation over the next twelve months will be at levels that are
likely to cover capital spending, member payments, and required
debt amortization, though the company may need to access external
funds on an interim basis during the twelve months to cover
working capital needs.

The SGL upgrade also takes into account that Land O' Lakes'
refinancing transactions earlier this year reduced required term
loan amortization to a low level through 2008 and adjusted
financial covenants to levels that provide adequate cushion for
lower than expected earnings.

Land O'Lakes has adequate unused availability under its committed
revolver and receivables securitization facilities, which have
been extended to January 2007.

Land O'Lakes' improved liquidity provides important support to the
company's B2 senior implied rating by providing needed financial
flexibility while the company takes steps to enhance its long term
profitability and credit quality.  The SGL rating could improve
further if Land O'Lakes is successful in increasing cash flow
generation materially from current levels.  The SGL rating could
be pressured if profitability weakens, leading to tight covenant
cushions and increased reliance on the revolver.

Land O'Lakes is likely to cover cash needs from internal cash flow
over the next year, with potential for modest reliance on external
sources if bank EBITDA is not sustained at the $225 million level
that the company expects to achieve in FY04.  Earnings and working
capital are seasonal, however, which leads to incremental reliance
on its liquidity facilities (the accounts receivable line and
revolver) on an interim basis during the year.  Working capital
tends to peak at the end of the first and third quarters.  Strong
holiday dairy demand and winter feed demand tend to result in a
seasonally strong fourth quarter and a low point in cash needs,
and seed and agronomy sales are concentrated in the spring.
Commodity prices also can impact working capital, and unusually
high prices (which have since moderated some) were a factor
earlier in 2004.  At the end of 3Q04, with working capital
seasonally high, Land O'Lakes had fully utilized its $200 million
of receivables facilities, had $52 million of the $200 million
revolver utilized for letters of credit, and had no revolver
drawings.  Moody's expects the receivables facilities to be mostly
utilized throughout the next year.  The company's leverage
covenant will tighten in 4Q04 and in 4Q05 but should leave
adequate covenant cushion.  Land O'Lakes' assets are secured,
limiting alternative sources of liquidity, although the company
could sell discrete businesses without affecting remaining
operations.

Land O'Lakes, Inc., based in Arden Hills, Minnesota, is a branded
dairy food, feed, and agricultural supply cooperative.  The
company's latest twelve months revenues (9/30/04) were
$7.7 billion.


MARINER HEALTH: Subsidiary Plans to Prepay Mortgages to Omega
-------------------------------------------------------------
Professional Health Care Management, Inc., an affiliate of Mariner
Health Care, Inc., notified Omega Healthcare Investors, Inc.
(NYSE:OHI) on Dec. 10, 2004, that PHCMI intends to exercise its
right to prepay in full the Amended and Restated Secured
Promissory Note dated September 1, 2001, from PHCMI and payable to
the order of Omega in the principal amount of approximately
$59.7 million.  The Note has an interest rate of 11.57%.  Pursuant
to the notice and certain provisions of the Note, PHCMI will
prepay the Note in full, together with:

     (i) the required prepayment premium of three percent (3%) of
         the outstanding principal and

    (ii) accrued and unpaid interest, on February 1, 2005.

Also, PHCMI is also required to pay to Omega its good faith
estimate of an amendment fee owing to Omega in connection with the
Note, subject to certain "true-up" provisions contained in the
Note.

Omega is a Real Estate Investment Trust investing in and providing
financing to the long-term care industry.  At September 30, 2004,
the Company owned or held mortgages on 205 skilled nursing and
assisted living facilities with approximately 21,900 beds located
in 29 states and operated by 39 third-party healthcare operating
companies.

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.


MIRANT CORP: Failed to Make Scheduled Payment Despite Court Order
-----------------------------------------------------------------
Mirant Corp. failed to make a scheduled payment to Pepco on
December 13 as required by contract, despite an order issued on
Friday by the United States District Court for the Northern
District of Texas, denying Mirant's request to reject its
obligations to pay Pepco.  Pepco is taking all appropriate legal
steps to enforce its right to payment and require Mirant to pay
damages for its unilateral breach.  Pepco is a subsidiary of Pepco
Holdings, Inc. (NYSE: POM).

"We are outraged at Mirant's blatant disregard for the Judge's
order, and are hopeful that the courts will quickly address
Mirant's unprecedented action," said Kirk J. Emge, General
Counsel, Pepco.  "We remain confident we will ultimately be paid."

The payments due to Pepco are required as part of the Back-to-Back
Agreement in the Asset Purchase and Sale Agreement -- APSA --
under which Mirant purchased Pepco's generating assets in
December 2000.  The Court found that the Back-to-Back Agreement is
part of a larger contract that cannot be rejected in part, as
Mirant sought to do.  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.  Contrary
to prior representations made before the courts, Mirant last week
issued a notice that it would suspend payments to Pepco.  Friday's
order reaffirmed that Mirant is legally required to make the
payments.

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.  The
Company 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.


MIRANT CORPORATION: Employs Piper Rudnick as Special Counsel
------------------------------------------------------------
As of August 29, 2003, Mirant Corporation and its debtor-
affiliates employed Piper Rudnick, LLP, as an ordinary course
professional.

Before the bankruptcy petition date and continuing to the present,
Piper Rudnick has served as counsel to the Debtors on various
environmental and permitting matters, including representation in
connection with a major environmental settlement recently
negotiated with the United States Environmental Protection Agency,
the Commonwealth of Virginia and the State of Maryland, a related
settlement of a plant operating permit with the Virginia
Department of Environmental Quality and on-going implementation of
these agreements.  In addition, Piper Rudnick provides:

    (a) environmental counseling;

    (b) defense of enforcement and permitting matters; and

    (c) representation in state energy regulatory matters, state
        litigation and state legislative matters, particularly in
        Maryland, Virginia, and Massachusetts.

After learning that Piper Rudnick's fees and expenses exceeded the
$50,000 monthly cap for Ordinary Course Professionals, the Debtors
sought and obtained the Court's authority to employ Piper Rudnick
as Special Counsel under Section 327(e) of the Bankruptcy Code.

Piper Rudnick's continuing employment is crucial for the Debtors
to ensure that they can draw on the firm's vast knowledge in
connection with the EPA Project as well as various other
non-bankruptcy, environmental and permitting matters.

                         Catch-up Amounts

Piper Rudnick's monthly compensation since its employment were:

             August 2003                      $40,285
             September 2003                   $70,135
             October 2003                     $59,915
             November 2003                    $49,444
             December 2003                    $51,311
             January 2004                     $50,555
             February 2004                    $78,083
             March 2004                       $42,580
             April 2004                       $20,730
             May 2004                         $32,135
             June 2004                        $10,615
             July 2004                         $2,065
             August 2004                           $0
             September 2004                        $0

While Piper Rudnick's fees have averaged less than $50,000 per
month, there have been a few sporadic months where the fees have
exceeded the $50,000 per month cap.  All of the work, which Piper
Rudnick has performed, has been done at the Debtors' request.  The
Debtors' payment of those amounts exceeding $50,000 was
inadvertent.  Moreover, the Debtors have benefited from Piper
Rudnick's work and no party has suffered any prejudice by payment
of the Catch-up Amounts.

At the Debtors' behest, Judge Lynn orders that the Catch-up
Amounts paid by the Debtors to Piper Rudnick are retroactively
authorized.  The Debtors will immediately satisfy all outstanding
obligations to Piper Rudnick, including payments that the Debtors
elected to forego pending the Court's approval of the
Application.

The Debtors will continue paying Piper Rudnick its customary
hourly rates for services rendered, and will reimburse Piper
Rudnick pursuant to its customary reimbursement policies.

The hourly rates of the lawyers working on the Debtors' Chapter
11 cases are:

             Deborah Jennings                    $510
             Randy Tucker                        $510
             Ben Boyd                            $440
             Don McPherson                       $440
             Ed Levin                            $425
             Michael Vhay                        $410
             Heather Klink                       $390
             Marta Harting                       $380
             Mary Jane DeWeese                   $380
             Guy Flynn                           $370
             James Elliot                        $350
             Kathy Hinger                        $325
             Dorothy Guy                         $290
             Bruce Barnett                       $285
             Charley Sung                        $225
             Jesse Manchester                    $215
             Traci Feit                          $215
             William DuBois                      $215

Deborah Jennings, Esq., a partner at Piper Rudnick, assures the
Court that the firm does not have any interest adverse to the
Debtors, their creditors, or any other party-in-interest.  Ms.
Jennings relates that the two proofs of claim aggregating
$189,125, previously filed by Piper Rudnick against the Debtors,
have been assigned to Argo Partners in March 2004.

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.  (Mirant
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


MISSISSIPPI AUTO RENTAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Mississippi Auto Rental Service, LLC
        P.O. Box 203
        Tupelo, Mississippi 38802

Bankruptcy Case No.: 04-17899

Type of Business: The Debtor provides auto rental services.

Chapter 11 Petition Date: December 10, 2004

Court: Northern District of Mississippi (Aberdeen)

Judge: David W. Houston III

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158
                  Tel: 601-427-0048

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


NEW CENTURY: Extends 3.50% Convertible Sr. Debt Offer to Dec. 23
----------------------------------------------------------------
New Century Financial Corporation (NYSE: NEW) reported that its
wholly owned subsidiary, New Century TRS Holdings, Inc., amended
and extended its offer to convert all of its 3.50% Convertible
Senior Notes due 2008 for shares of common stock of New Century
Financial and cash.

As amended, New Century TRS is offering to exchange for each
$1,000 principal amount of the notes:

   -- a total of 28.7366 shares of New Century Financial common
      stock issuable on conversion of the notes in accordance with
      the terms of the notes;

   -- an additional consideration of $115 payable in shares of New
      Century Financial common stock based upon the average of the
      closing prices for the eight trading days ending on the
      second business day preceding the expiration of the offer;
      and

   -- accrued and unpaid interest from July 3, 2004 payable in
      cash.

The offer and withdrawal rights will now expire at midnight, New
York City time, on Thursday, Dec. 23, 2004, unless extended or
terminated.

The additional consideration was previously $110 per $1,000
principal amount of the notes and the offer was originally
scheduled to expire on December 20, 2004.

The principal amount of the notes tendered as of Dec. 9, 2004, was
approximately $13.9 million, or about 6.6% of the $210 million
aggregate principal amount of the notes currently outstanding.
Subject to the changes to the terms of the offer described above,
noteholders who wish to tender but have not yet done so may
continue to use the letter of transmittal previously delivered.
Noteholders who have already tendered their notes and who have not
withdrawn such notes do not need to take any action to receive the
shares of New Century Financial common stock and cash pursuant to
the amended offer, unless they wish to withdraw their notes.

The full terms and conditions of the offer are set forth in a
joint prospectus dated Nov. 22, 2004, of New Century Financial and
New Century TRS, the related letter of transmittal and the
supplement to the joint prospectus dated Dec. 10, 2004, all of
which have been mailed to noteholders.

Lehman Brothers, Inc., and Bear, Stearns & Co., Inc., are acting
as dealer managers and Mellon Investor Services LLC is the
exchange agent.  Questions and requests for additional copies of
the prospectus, the prospectus supplement and the related letter
of transmittal should be directed to:

               Lehman Brothers
               (800) 438-3242

                  -- or --

               Georgeson Shareholder Communications, Inc.,
               (800) 319-6872

Noteholders and stockholders are urged to read the prospectus, the
prospectus supplement and the other related offer materials,
including the tender offer statement, as amended, filed by New
Century Financial and New Century TRS with the Securities and
Exchange Commission because they contain important information.
You may obtain these documents free of charge at the Web site
maintained by the Securities and Exchange Commission at
http://www.sec.gov/ Also, you may obtain documents filed by New
Century Financial and New Century TRS with the Securities and
Exchange Commission free of charge by requesting them in writing
from:

         New Century Financial Corporation
         18400 Von Karman Avenue, Suite 1000
         Irvine, California, 92612
         Attn: Carrie Marrelli
         Telephone No. (949) 224-5745

                        About the Company

New Century Financial Corporation -- http://www.ncen.com/-- is a
real estate investment trust and one of the nation's largest
non-prime mortgage finance companies, providing first and second
mortgage products to borrowers nationwide through its operating
subsidiaries.  New Century Financial is committed to serving the
communities in which it operates with fair and responsible lending
practices.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2004,
Standard & Poor's Ratings Services raised its ratings on Irvine,
California-based New Century Financial Corp. (New Century, NASDAQ:
NEW), including the company's long-term counterparty rating, which
was raised to 'BB' from 'BB-'.  Concurrently, the ratings were
removed from CreditWatch, where they were placed on April 6, 2004.
The outlook is stable.


NRG ENERGY: Offering $400 Mil. Convertible Perpetual Pref. Stock
----------------------------------------------------------------
NRG Energy, Inc., (NYSE:NRG) plans to issue approximately
$400 million of convertible perpetual preferred stock through an
offering to qualified institutional buyers pursuant to a private
placement exemption under the Securities Act of 1933.

The convertible perpetual preferred stock will be convertible into
NRG common stock under certain conditions.  The preferred stock
will be callable after five years.

The purpose of the preferred stock issuance is two-fold:

     (1) to provide funds for the redemption of a portion of NRG's
         outstanding 8% Second Priority Notes due 2013; and

     (2) to enable NRG to use existing cash balances to repurchase
         13 million shares of common stock held by investment
         partnerships managed by MatlinPatterson Global Advisors,
         LLC.

The issuance of the preferred stock will be subject to market
conditions and other conditions and there can be no assurance that
the issuance will be consummated.  The share repurchase and the
redemption of the notes are also subject to conditions and there
can be no assurance that they will be consummated.

The convertible perpetual preferred stock and the underlying
common stock issuable upon conversion have not been registered
under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption
from registration requirements.

NRG Energy, Inc., owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States.  Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003.  The Company emerged from chapter
11 on December 5, 2003, under the terms of its confirmed Second
Amended Plan.  James H.M. Sprayregen, Esq., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq., at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2004,
Moody's Investors Service upgraded all of the debt ratings of NRG
Energy, Inc. (NRG: Senior Implied to B1 from B2).  Moody's also
assigned a Ba3 senior secured rating to the company's proposed
$950 million secured revolving credit and term loan facility, a
B2 Issuer Rating, and a Speculative Grade Liquidity Rating of
SGL-1.  This rating action concludes the review for possible
upgrade that was initiated on November 15, 2004.  The rating
outlook is stable.


NOVA CHEMICALS: Board Approves Rule 10b5-1 Stock Trading Plans
--------------------------------------------------------------
NOVA Chemicals Corporation (NYSE:NCX)(TSX:NCX) now permits its
directors and senior executive officers to participate in Rule
10b5-1 trading plans under the U.S. Securities Exchange Act of
1934.

Pursuant to this rule, insiders may implement written trading
plans when they are not in possession of material, non-public
information.  Written trading plans allow trading in company
securities on a regular basis, pursuant to the plans, regardless
of any subsequent material, non-public information insiders
receive.  The NOVA Chemicals Board of Directors' approval of the
use of these trading plans by insiders reflects its beliefs that
these trades are an appropriate method by which they may meet
their personal portfolio diversification and liquidity needs.
Insiders remain subject to the company's share ownership
guidelines.

"These plans will help us recruit and retain highly qualified
management personnel by providing them with the flexibility to
exercise options or sell their shares in predetermined ways," said
Jeffrey M. Lipton, President and Chief Executive Officer of NOVA
Chemicals.  "We are confident these plans will contribute to the
continued success of NOVA Chemicals."

NOVA Chemicals (S&P, BB+ Long-Term Corporate Credit Rating,
Positive) -- http://www.novachemicals.com/-- produces ethylene,
polyethylene, styrene monomer and styrenic polymers, which are
used in a wide range of consumer and industrial goods.  NOVA
Chemicals manufactures its products at 18 operating facilities
located in the United States, Canada, France, the Netherlands and
the United Kingdom.  The company also has five technology centers
that support research and development initiatives.  NOVA Chemicals
Corporation shares trade on the Toronto and New York stock
exchanges under the trading symbol NCX.


OVERSEAS SHIPHOLDING: Moody's Reviewing Ratings & May Downgrade
---------------------------------------------------------------
Moody's Investors Service placed the debt ratings (Ba1 Senior
Implied) of Overseas Shipholding Group under review for possible
downgrade following the announcement by the company of its
proposed acquisition of Stelmar Shipping Ltd. for approximately
$1.3 billion, approximately $843 million after taking into account
assumption of existing Stelmar debt.

The ratings review will focus on:

   (1) additional debt levels that the company will encounter to
       complete the acquisition of Stelmar, and its effect on
       liquidity and intermediate term debt leverage and debt
       service metrics,

   (2) The level to which the combined fleet's revenue base will
       be secured by fixed term contracts, versus the extent to
       which the company will remain exposed to spot tanker
       markets, and

   (3) an assessment of the integration of these vessels into
       Overseas Shipholding's current tanker operations,
       considering expectations for charter rates in the tanker
       markets at the time these vessels are delivered to the
       company.

Moodys' notes that this acquisition involves assets of a similar
technical and commercial nature to that of Overseas Shipholding's
existing international crude oil and product tanker business.
Considering the company's current fleet size and composition, as
well as its history of successfully managing fleet growth, Moody's
preliminary assessment is that the number and class of vessels
acquired should pose only moderate integration risk.  Moody's
notes, however, that the acquisition of Stelmar substantially
increases Overseas Shipholding's product tanker markets exposure,
posing a modest amount of additional potential integration risk as
the overall fleet profile changes.

The additional debt incurred to complete the transaction is
expected to increase financial leverage, and the stability and
robustness of debt service metrics will be a function of future
charter rates for vessels.  While the current market for vessel
charters is quite favorable, in both the crude oil and product
tanker sectors, Moody's review will assess the company's ability
to maintain adequate debt service metrics under scenarios
involving charter rates returning to lower historical levels.

The affected ratings include:

   * $150 million 7.5% senior unsecured notes, due 2024, rated
     Ba1,

   * $200 million 8.25% senior unsecured notes due 2013, rated
     Ba1,

   * $85 million 8.75% senior unsecured notes due 2013, rated Ba1,

   * Senior implied rating of Ba1, and

   * Unsecured issuer rating of Ba1.

Overseas Shipholding Group, Inc., headquartered in New York, New
York, is one of the world's leading independent bulk shipping
companies engaged primarily in the ocean transportation of crude
oil and petroleum products.  The company's modern fleet consists
of 61 oceangoing vessels that aggregate 11.2 million deadweight
tons, of which 51 vessels operate in the international market and
ten vessels operate in the U.S. flag market, making it the sixth
largest independent tanker company in the world as measured by
deadweight tons.  The company is the only major U.S. shipping
company with significant operations in both the international and
U.S. flag markets.  The company had LTM September 2004 time
charter equivalent revenues of approximately $619 million.

Stelmar Shipping Ltd., headquartered in Athens, Greece, operates
one of the world's largest and most modern Handymax and Panamax
tanker fleets with an average age of approximately six years.
Stelmar's 40-vessel fleet consists of 24 Handymax, 13 Panamax and
three Aframax tankers.  Stelmar's fleet includes two-leased
Aframax, and nine leased Handymax vessels.  Stelmar had LTM
September 2004 charter equivalent revenues of approximately
$213 million.


PARAMOUNT RESOURCES: S&P Places Ratings on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit and 'B' long-term senior unsecured debt ratings
on Calgary, Alberta-based Paramount Resources Ltd. on CreditWatch
with negative implications following the company's announcement of
its intention to seek shareholder and bondholder approval to
spin-off a portion of its existing asset base into a new Canadian
income trust.  The proposed spin-off will affect the ratings on
the US$215 million of public debt remaining after the announced
repurchase of about US$85 million in debt.

"As the proposed trust spin-off will remove about 55% of
Paramount's third-quarter 2004 production and about 65% of the
reserves estimated at Dec. 1, 2004, we expects Paramount's long-
term corporate credit and senior unsecured bond ratings will be
lowered," said Standard & Poor's credit analyst Michelle Dathorne.
"If the spin-off occurs as outlined by the company, the rating on
the US$215 million debt will likely be in the 'CCC' rating
category, given the significantly reduced asset size, and the
continued existence of a bank facility ranking ahead of the senior
unsecured bonds," Ms. Dathorne added.

Standard & Poor's expects to resolve the CreditWatch after
reviewing:

   (1) the external engineer's reserve report,

   (2) the indicative terms of the company's renegotiated bank
       agreement, and

   (3) the final terms of the management agreement between the new
       trust and the company.

If the trust spin-off does not occur, Paramount's ultimate ratings
will likely not be materially different from its current levels.


PIUTE PIPELINE: Wants to Hire Bennington as Bankruptcy Counsel
--------------------------------------------------------------
Piute Pipeline, LLC, asks the U.S. Bankruptcy Court for the
District of Colorado for permission to employ Bennington Johnson
Biermann & Craigmile, LLC, as its general bankruptcy counsel.

Bennington Johnson is expected to:

   a) provide the Debtor with legal counsel with respect to the
      Debtor's powers and duties as a debtor in possession;

   b) prepare on behalf of the Debtor a plan of reorganization and
      disclosure statement and obtain confirmation and approval of
      the disclosure statement and plan;

   c) prepare all necessary applications, motions, reports,
      notices and other legal documents;

   d) represent and assist the Debtor at all Court appearances and
      in all negotiations in the Debtor's chapter 11 case;

   e) represent and assist the Debtor in the litigation of
      adversary proceedings and contested matters; and

   f) perform all other legal services for the Debtor that might
      be appropriate and necessary.

Deanna L. Westfall, Esq., at Bennington Johnson, is the lead
attorney for the Debtor's restructuring.  Ms. Westfall discloses
that the Firm received a $14,055 retainer.  Ms. Westfall will bill
the Debtor $225 per hour for her services.

Mr. Westfall reports Bennington Johnson's professionals bill:

    Professional         Designation      Hourly Rate
    ------------         -----------      -----------
    Philip Johnson       Member              $240
    Jacqueline Wayne     Associate            160
    Tami Sapp            Associate            160
    Rachel Dengler       Paralegal             50

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

Headquartered in Dallas, Texas, Piute Pipeline, LLC, filed for
chapter 11 protection on December 3, 2004 (Bankr. D. Colo. Case
No. 04-36283).  When the Debtor filed for protection from its
creditors, it listed estimated assets and debts of $10 million to
$50 million.


PIUTE PIPELINE: Section 341(a) Meeting Slated for January 4
-----------------------------------------------------------
The U.S. Trustee for Region 20 will convene a meeting of Piute
Pipeline LLC's creditors at 9:00 a.m., on January 4, 2004, at
the Office of the U.S. Trustee, U.S. Custom House, 721 19th
Street, Room 104, Denver, Colorado.  This is the first meeting of
creditors required under 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 opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Dallas, Texas, Piute Pipeline, LLC, filed for
chapter 11 protection on December 3, 2004 (Bankr. D. Colo. Case
No. 04-36283).  Deanna L. Westfall, Esq., at Bennington Johnson
Biermann & Craigmile, LLC represent the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed estimated assets and debts of $10 million to
$50 million.


PREMIER PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Lead Debtor: Alan C. Kendall
             dba Premier Properties
             fdba Palmer Properties
             fdba Capital Properties
             719 - 16th Street
             Moline, Illinois 61265

Bankruptcy Case No.: 04-85449

Debtor affiliates filing separate chapter 11 petitions:

      Entity                        Case No.   Petition Date
      ------                        --------   -------------
Bi-State Properties, Ltd.           04-85450   December 9, 2004
Golden Properties, Ltd.             04-85452   December 9, 2004
Platinum Properties, Ltd.           04-85453   December 9, 2004
Associates in Dentistry, Ltd.       04-85456   December 10, 2004
Eagle Properties, Ltd.              04-85457   December 10, 2004
Cheyenne Properties, Ltd.           04-85458   December 10, 2004
Breckenridge Properties, Ltd.       04-85459   December 10, 2004
Sapphire Properties, Inc.           04-85460   December 10, 2004
Quality Properties, Ltd.            04-85461   December 10, 2004

Chapter 11 Petition Date: December 9, 2004

Court: Central District of Illinois (Peoria)

Judge: Thomas L Perkins

Debtor's Counsel: Barry M Barash, Esq.
                  Barash & Everett, LLC
                  PO Box 1408
                  Galesburg, Illinois 61402
                  Tel: (309) 341-6010

                        Total Assets         Total Debts
                        ------------         -----------
Alan C. Kendall         $1 Mil. to $10 Mil.  $10 Mil. to $50 Mil.
Bi-State Properties,
      Ltd.              $1 Mil. to $10 Mil.  $1 Mil. to $10 Mil.
Golden Properties,
      Ltd.              $1 Mil. to $10 Mil.  $1 Mil. to $10 Mil.
Platinum Properties,
      Ltd.              $1 Mil. to $10 Mil.  $1 Mil. to $10 Mil.
Associates in
      Dentistry, Ltd.   $50,000 to $100,000  $50,000 to $100,000
Eagle Properties, Ltd.  $1 Mil. to $10 Mil.  $1 Mil. to $10 Mil.
Cheyenne Properties,
      Ltd.              $1 Mil. to $10 Mil.  $500,000 to $1M
Breckenridge
      Properties, Ltd.  $1 Mil. to $10 Mil.  $1 Mil. to $10 Mil.
Sapphire Properties,
      Inc.              $1 Mil. to $10 Mil.  $1 Mil. to $10 Mil.
Quality Properties,
      Ltd.              $1 Mil. to $10 Mil.  $500,000 to $1M

The Debtors did not file lists of their 20 Largest Unsecured
Creditors.


PRINTPACK HOLDINGS: S&P Revises Outlook on BB Ratings to Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Printpack Holdings, Inc., to positive from stable, citing the
company's continued progress toward improving its financial
profile.

In addition, Standard & Poor's affirmed its 'BB' corporate credit
and senior secured bank loan ratings on the company.  Atlanta,
Georgia-based Printpack had about $270 million of debt
outstanding.

"The outlook revision reflects Printpack's strengthening financial
profile despite higher raw-material costs and intensified
competitive conditions," said Standard & Poor's credit analyst
Franco DiMartino.

The company has utilized strong cash generation to reduce debt by
over $100 million during the past few years.  The ratings
incorporate the expectation that any moderate-size acquisitions to
support Printpack's growth strategy will be followed by a period
of debt reduction to preserve credit quality.

The ratings on Printpack Holdings and its operating subsidiary,
Printpack, Inc., reflect its average business position as a
leading domestic player in the flexible packaging market, offset
by competitive industry conditions, and slow growth in core end
markets.  With annual revenues of more than $1 billion, privately
held Printpack enjoys a leading market share in packaging for the
fragmented but relatively stable salted snack foods segment.  The
company also has strong niche positions in packaging for cookies,
confectionery, and bakery products.


QUIK COMMISSIONS: Will Distribute Gibraltar Shares to Creditors
---------------------------------------------------------------
Gibraltar Springs Capital Corporation (TSX VENTURE:GSP) has
postponed the date for its annual and special meeting, scheduled
to be held on Dec. 17, 2004.  This meeting will now be held on
Jan. 31, 2004.  The record date for notice of the meeting has been
set for December 20, 2004.

Gibraltar also disclosed that the common shares owned by its
controlling shareholder, Quik Commissions, Inc., are to be
distributed to the creditors of Quik Commissions, Inc., in
accordance with a proposal approved by creditors of Quik
Commissions, Inc., and the court pursuant to the provisions of the
Bankruptcy and Insolvency Act.  Quik Commissions, Inc., is the
owner of approximately 14,130,583 common shares in Gibraltar,
representing approximately 58.2% of the issued and outstanding
common shares.  To the best knowledge of the management of
Gibraltar, no single shareholder will own more than 50% of the
issued and outstanding shares of Gibraltar following the
distribution of the shares owned by Quik Commissions, Inc.  The
distribution is expected to take place in January 2005.

Quik Commissions, Inc. -- according to material posted at
http://www.nafinance.com/Listed_Co/English/gibraltar_e.htm-- is
controlled by Mr. Len Vermeulen, who serves as President and CEO
for Gibraltar Springs.  Gibraltar Springs Capital Corporation
bottles and markets Canadian Natural Mountain Spring Water.
Gibraltar Springs is located in Gibraltar, Ontario, about 80 miles
northwest of Toronto.  Gibraltar Spring's license to take water,
issued by the Ministry of Environment of Ontario, consists of 56
million imperial gallons or 255,500,000 liters of water per year.
Gibraltar does private-label bottling too.  See
http://www.gibraltarsprings.com/



RCN CORP: Court Allows $3 Million IBM Patent Infringement Claim
---------------------------------------------------------------
On November 19, 2004, the Official Committee of Unsecured
Creditors appointed in the chapter 11 cases of RCN Corporation and
its debtor-affiliates advised the U.S. Bankruptcy Court for the
Southern District of New York that it supports the Debtors'
request to estimate International Business Machines Corporation's
claims to $0.

                       Parties Settle Issue

After arm's-length negotiations, the Debtors and IBM entered into
an agreement to resolve their differences, as well as to avoid
the costs, distractions, and delays associated with litigation,
regarding IBM's patent infringement and other claims.  Since the
Agreement contains confidential and proprietary information
including patent and pricing information that would be
potentially harmful if made public, the parties sought and
obtained Judge Drain's approval to file the Agreement under seal.

Judge Drain clarifies that the Confidential Agreement and any
information derived from the Confidential Agreement will remain
confidential, be filed under seal, and be served on and made
available only to:

   -- the United States Trustee,

   -- the Official Committee of Unsecured Creditors' counsel,

   -- counsel to the administrative agents for the prepetition
      secured lenders to the Debtors, and

   -- other parties as ordered by the Court after notice to IBM
      or agreed to by the Debtors and IBM.

In a separate Court-approved stipulation, the parties agree that:

   (a) IBM is deemed to have an Allowed Class 5 RCN General
       Unsecured Claim aggregating $3,000,000, which will be
       allowed for all purposes under the Plan, including for
       voting, feasibility, and distribution purposes;

   (b) IBM will have no other Allowed Claim or Allowed
       Administrative Claim against any of the Debtors under the
       Plan;

   (c) IBM waives its right to object to the Plan, including to
       any assignment of any patents or licenses to any of the
       Reorganized Debtors under there;

   (d) IBM will vote in favor of the Plan, provided that the Plan
       is not amended in a manner that would adversely affect IBM
       or otherwise diminish or adversely affect IBM's rights
       under the Agreement.

Service of the Stipulation without the Confidential Agreement
will be made on all entities entitled to receive notice.  Upon
request by a party-in-interest, IBM will provide the party a
version of the Confidential Agreement redacted to delete all
commercially sensitive information.

Any pleadings filed in the Chapter 11 cases that reference or
disclose any of the information contained in the Confidential
Agreement, other than information disclosed in the Stipulation,
will be filed under seal and served only on those parties
authorized to receive the Confidential Agreement.

Headquartered in Princeton, New Jersey, RCN Corporation --
http://www.rcn.com/-- provides bundled Telecommunications
services.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13638) on
May 27, 2004.  Frederick D. Morris, Esq., and Jay M. Goffman,
Esq., at Skadden Arps Slate Meagher & Flom LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $1,486,782,000 in
assets and $1,820,323,000 in liabilities.  (RCN Corp. Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


RELIANCE GROUP: Creditors Committee Files Amended Plan for RFSC
---------------------------------------------------------------
The First Amended Plan of Reorganization of Reliance Financial
Services Corporation proposed by the Official Unsecured
Creditors' Committee provides for the same classification and
treatment of claims against and equity interest in RFSC.  The
First Amended Plan, however, now discloses the estimated amount
of claims in Class 4a, which is $82,500,000.  The change in
amount from "unspecified" reflects the settlement with the
Pension Benefit Guaranty Corporation.  In addition, the Amended
Plan quantifies the estimated claim amounts for Classes 1 and 4c.
Previously listed as "unspecified," the clam amounts for these
classes are now estimated at $0.

The Estimated Claim Amounts per Class are:

    Class   Definition                    Estimated Claim Amount
    -----   ----------                    ----------------------
      1     Classified Priority Claims                  $0
      2     Bank Claims                       $252,944,097
      3     Other Secured Claims                        $0
      4a    General Unsecured Claims           $82,500,000
      4b    Liquidator Claims                 $288,000,000
      4c    D&O Unsecured Claims                        $0
      5     Equity Interests                  1,000 Shares

Recoveries from the Section 847 Refunds and other tax assets will
not be available if Reorganized RFSC liquidates.  Thus, a
conversion of the case from Chapter 11 to Chapter 7 will preclude
any tax recovery by Reorganized RFSC.  Recoveries related to the
D&O Litigation Proceeds should be at least as great under the
proposed Plan if the Chapter 11 Case were converted to Chapter 7,
and should not be less under the Plan.

A free copy of the Creditors Committee's Amended Reorganization
Plan for RFSC is available at:

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

A free copy of the Creditors Committee's Amended Disclosure
Statement is available at:

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

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  (Reliance Bankruptcy News,
Issue No. 65; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RHODES INC: Court Approves $88 Million DIP Credit Facility
----------------------------------------------------------
Rhodes, Inc., reported that the U.S. Bankruptcy Court for the
Northern District of Georgia granted final approval of its
$88 million debtor-in- possession credit facility.  The facility
is being provided by a group of lenders led by Wells Fargo Retail
Finance and Back Bay Capital Funding.  The Company had received
interim approval of the DIP facility pursuant to a "first day
order" approved by the bankruptcy court on November 9, 2004.

The DIP financing, combined with the Company's cash from
operations, is expected to provide funding for the Company's
operations during the Chapter 11 process, and will expire on
May 4, 2006.  The Company is in compliance with all of the terms
and conditions of the DIP credit agreement.

"This is an important milestone in enabling Rhodes to reorganize
and emerge as a strong, viable furniture retailer," said Steven S.
Fishman, CEO, CRO and President of Rhodes.  Mr. Fishman continued,
"Final approval of our DIP credit facility allows us to continue
to serve our customers and honor our obligations to our suppliers
and to our employees while we complete our reorganization."

Headquartered in Atlanta, Georgia, Rhodes, Inc., will continue to
offer brand-name residential furniture to middle- and upper-
middle-income customers through 63 stores located in 11 southern
and midwestern states (after disposing of the locations listed
above).  The Company and two of its debtor-affiliates filed for
chapter 11 protection on Nov. 4, 2004 (Bankr. N.D. Ga. Case No.
04-78434).  Paul K. Ferdinands, Esq., and Sarah Robinson Borders,
Esq., at King & Spalding represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated less than $50,000 in assets and
more than $10 million in total debts.


SOMERSET APTS: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Somerset Apts., Ltd.
        3608 S. 74th Street
        Omaha, Nebraska 68124

Bankruptcy Case No.: 04-84197

Type of Business: The Debtor operates an apartment complex in
                  Lincoln, Nebraska.

Chapter 11 Petition Date: December 13, 2004

Court: District of Nebraska (Omaha Office)

Judge: Timothy J. Mahoney

Debtor's Counsel: Howard T. Duncan, Esq.
                  Duncan Law Office
                  1910 South 72nd Street, Suite 304
                  Omaha, NE 68124-1734
                  Tel: 402-391-4904
                  Fax: 402-391-0088

Total Assets: $10,000,000

Total Debts:  $8,888,537

Debtor's 3 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Portico Limited Partnership                $798,728
3608 S. 74th St.
Omaha, NE 68124

Nancy Blume, Judy Johnson,                 $110,207
Alwyn Johnson
c/o Kevin R McManaman
1248 O St. #100
Lincoln, NE 68508

Frank Kerkhoff                              Unknown
c/o Kyle Wallor
10306 Regency Pkwy Dr.
Omaha, NE 68114


SPHERIS INC: S&P Junks Proposed $125 Million Subordinated Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to medical transcription services provider Spheris,
Inc.  At the same time, Standard & Poor's assigned its 'B+' senior
secured debt rating and a recovery rating of '1' to the company's
$100 million senior credit facility, which consists of a
$25 million, five-year revolving credit facility and a
$75 million, six-year term loan B.  A 'CCC+' subordinated debt
rating was assigned to Spheris' proposed $125 million, eight-year
subordinated notes.

On Nov. 5, 2004, Warburg Pincus and Soros Private Equity acquired
Spheris in a leveraged buyout.  The transaction was funded with an
equity contribution from the sponsors and the proceeds from a
$75 million term loan B and a $50 million senior subordinated
bridge facility.  The proceeds from the proposed $125 million
subordinated debt issue will be used to refinance the $50 million
senior subordinated bridge facility and to acquire Healthscribe, a
smaller competitor, for $75 million.

At the close of the subordinated debt transaction, Spheris will
have an estimated $200 million of total debt outstanding.  The
outlook is stable.

"The low-speculative-grade ratings reflect Spheris' narrow
operating focus and relatively small scale as well as its limited
operating history and weak financial profile," said Standard &
Poor's credit analyst Jesse Juliano.  "These concerns are only
partially offset by the company's position as the second-largest
player in a very fragmented industry and by the relatively
predictable demand for medical transcription services."

Franklin, Tennessee-based Spheris provides medical transcription
services mainly to hospitals, but also to group practices.
Medical transcription involves converting patient information from
speech into text to include in medical records.  Roughly 54% of
hospitals currently perform this function internally.

Spheris' relatively limited size and narrow operating focus make
it highly susceptible to industry dynamics, which could include
increases in regulation, new technologies, and competition. Pro
forma for the transaction, the company's trailing revenues and
adjusted EBITDA are only $200 million and $35 million,
respectively.  This adjusted EBITDA number factors in about
$6 million in cost savings following the integration of
Healthscribe, which Standard & Poor's believes is reasonable given
management's previous integration experience.  However,
integration risk still exists and there is no guarantee the
company will achieve its expected synergies.  Spheris' fast growth
and limited operating history in its present form are credit
concerns.

In 2003, Spheris was formed from the merger of Total eMed and a
much larger competitor, EDiX.  Revenues increased dramatically,
more than tripling as a result of the transaction.  The
Healthscribe acquisition will increase scale and offshore labor
capabilities.  Offshoring medical transcriptionists -- MTs --
could significantly reduce labor costs.  However, Spheris is
paying a hefty purchase multiple for Healthscribe and may be
challenged to realize the value of the investment.  Furthermore,
Spheris' fast growth and aggressive initiatives to build its
business are credit weaknesses, though any near-term acquisitions
are likely to be small.


SPIEGEL INC: Wants Court Nod on Lease Satisfaction Agreement
------------------------------------------------------------
On November 25, 2003, Spiegel, Inc., and its debtor-affiliates
rejected a lease with Esplanade at Locust Point-II Limited
Partnership for 570,000 rentable square feet in an office
building located at 3500 Lacey Road in Downers Grove, Illinois.
The Lacey Road Building housed the Debtors' corporate
headquarters.

Additionally, the Debtors rejected two other unexpired non-
residential real property leases associated with the Prepetition
HQ Lease:

    (a) Sublease entered into by and between the Debtors and
        Continental Casualty Company; and

    (b) Parking lease entered into by and between Esplanade at
        Locust Point-III Limited Partnership and the Debtors.

The Court fixed the Landlord's claim for damages arising from the
rejection by the Debtors.

                    First Postpetition HQ Lease

Concurrent with the Prepetition HQ Lease rejection, the Court
authorized the Debtors to enter into a new lease with the
Landlord for smaller and less expensive space in the Lacey Road
Building to serve as corporate headquarters and office space for
Spiegel Catalog, Inc.  The First Postpetition HQ Lease commenced
on December 1, 2003, for a three-year term.

Under the terms of that Lease, the Debtors are obligated to pay
$12 per rentable square foot -- adjusted at 3% annually -- for
119,600 rentable square feet.  In addition, the Debtors will pay
its proportional share of the Lacey Road Building operating
expenses.  This results in a $225,000 current monthly rent.

The remaining payments under the First Postpetition HQ Lease
total $5,400,000.

However, due to the sales of Spiegel Catalog and Newport News,
Inc., and the transition of certain support functions to Eddie
Bauer, Inc., the Debtors currently occupy only 16,800 rentable
square feet of the Premises and anticipate that it will require
less space going forward.

Consequently, the Debtors and the Landlord engaged in discussions
to:

    (a) terminate the First Postpetition HQ Lease;

    (b) alter the lease arrangement for the space that the Debtors
        are occupying; and

    (c) find replacement tenants to lease a portion of the
        Premises subject to the First Postpetition HQ Lease.

The discussions resulted in the negotiation of a satisfaction
agreement, a second postpetition HQ Lease, and a sublease to meet
the parties' needs.

The Satisfaction Agreement provides:

A. Satisfaction Date

    The Debtors' obligations under the First Postpetition HQ Lease
    will be deemed satisfied as of December 1, 2004.

B. Satisfaction Fee

    The Debtors will:

    (a) pay to Landlord a one-time $4,500,000 payment less the
        difference between:

        -- any rent paid by the Debtors under the First
           Postpetition HQ Lease for December 2004; and

        -- the product of $500 times the number of days in
           December for which the subtenant under the Sublease
           does not pay rent;

    (b) deliver the duly executed Sublease to the Landlord; and

    (c) deliver a bill of sale for the furniture, telephone system
        and security system remaining on the HQ Lease Premises as
        of the Satisfaction Date as full and complete compensation
        for the early satisfaction of the Debtors' obligations
        under the First Postpetition HQ Lease;

C. Conditions to Satisfaction

    The Satisfaction Agreement is expressly contingent on the
    Debtors:

    (a) delivering the Sublease, the term of which would commence
        on December 22, 2004, and terminate on November 30, 2006,
        and on other terms acceptable to the Landlord in its sole
        and absolute discretion; and

    (b) obtaining Court approval of the Satisfaction Agreement by
        December 17, 2004.

    If the Debtors fail to enter into the Sublease before
    December 22, 2004, at the Landlord's election, the
    Satisfaction Agreement will be null and void and of no force
    and effect.

D. Satisfaction and Assignment of Sublease

    Effective on the Satisfaction Date, the First Postpetition HQ
    Lease and the parties' rights and obligations under the Lease
    will be satisfied and will be of no further force and effect.
    The Debtors will pay a $55,000 broker's commission in
    connection with the Sublease.

E. Surrender

    On the Satisfaction Date, the Debtors will surrender the HQ
    Lease Premises -- other than the space they will continue to
    occupy pursuant to any subsequent HQ lease -- to the Landlord
    in its current condition.

F. Lessor Release

    The Landlord and its managing agent, including their officers
    and shareholders, are released and forever discharged of and
    from all claims and liabilities, which the Debtors may have
    against the released parties by reason or on account of the
    failure by the Landlord to perform and keep any of the
    covenants, agreements or obligations under the First
    Postpetition HQ Lease other than any indemnification
    provisions contained in the First HQ Lease, which, by their
    terms, survive the satisfaction of the First Postpetition HQ
    Lease.

G. Lessee Release

    Other than the obligations set forth in the Satisfaction
    Agreement and other than the Landlord's rights under that
    Agreement, the Debtors and their officers and directors are
    released and forever discharged of and from all claims and
    liabilities which the Landlord may have against the released
    parties by reason or on account of the failure by the Debtors
    to pay, perform, and keep any of the covenants and obligations
    contained in the First Postpetition HQ Lease, which, by their
    terms, survive the satisfaction of the First Postpetition HQ
    Lease.

H. Indemnity

    The indemnification provisions contained in the First
    Postpetition HQ Lease survive.

                  Sublease and Broker's Commission

According to James L. Garrity, Jr., Esq., at Shearman & Sterling,
LLP, in New York, New York, as part of the Satisfaction
Agreement, Spiegel has identified a subtenant for the
Subleased Premises and has agreed to pay the Broker's Commission.

As previously reported, the Debtors sought and obtained the
Court's approval of a Sublease/Disposition Agency Agreement with
Staubach Midwest, LLC.  As broker for the Debtors, Staubach
Midwest identified the prospective Sublessee for the Sublease.

The Debtors now seek the Court's authority to pay a $55,000
Broker's Commission to Staubach Midwest in accordance with the
Broker's Agreement.

                    Second Postpetition HQ Lease

The Debtors and the Landlord have agreed to enter into a short-
term lease of significantly less space in the Lacey Road Building
at minimal cost to the Debtors.

The salient terms of the Second Postpetition HQ Lease are:

    (a) Lease term commences December 1, 2004, and ends April 30,
        2006;

    (b) From December 1, 2004, through April 30, 2005, the Debtors
        will continue to occupy the Space -- 16,800 rentable
        square feet on the second floor in the Lacey Road
        Building;

    (c) From May 1, 2005, through April 30, 2006, the Debtors will
        occupy 6,000 rentable square feet, which space will be
        wholly within the existing 16,800 square feet occupied by
        the Debtors;

    (d) At all times during the term of the Second Postpetition HQ
        Lease, the Debtors will have access to the computer room
        on the second floor of the Lacey Road Building in a manner
        consistent with -- and no less favorable to the Debtors
        than -- its current access to the Space;

    (e) Other than nominal monthly rent, the Debtors will not be
        obligated to make any payments to the Landlord whether on
        account of rent, taxes, common area maintenance,
        utilities, operations, or any other charges;

    (f) The Debtors will have the right to continue to use any
        furniture, fixtures, and equipment conveyed by the Debtors
        to the Landlord pursuant to the Satisfaction Agreement.

Accordingly, the Debtors seek the Court's authority to:

    (a) enter into the Lease Satisfaction Agreement, make a
        $4,500,000 payment, and deliver certain furniture and
        equipment in full satisfaction of the remaining rent owing
        under the First Postpetition HQ Lease;

    (b) enter into the Second Postpetition HQ Lease;

    (d) enter into the Sublease for a portion of the corporate
        headquarters, nunc pro tunc, if necessary; and

    (e) pay the $55,000 Broker's Commission to Staubach Midwest.

Furthermore, the Debtors ask the Court to approve the settlement
of the Landlord's Rejection Damages Claim against the Debtors.

By satisfying in advance the First Postpetition HQ Lease and
agreeing to a $4,500,000 termination fee, Mr. Garrity explains,
Spiegel reduces its cash payment to the Landlord by $900,000 over
the term of the First Postpetition HQ Lease -- remaining rent
obligations minus Termination Fee -- as well as the added benefit
of being free of the ongoing administrative burdens of making
monthly payments, complying with the First Postpetition HQ Lease
and remaining otherwise obligated under the Lease.

The Satisfaction Agreement and the entry into a Second
Postpetition HQ Lease at minimal cost to the Debtors will spare
their estates administrative expenses for unutilized space.  The
Second Postpetition HQ Lease contains favorable market terms, in
particular, that no payments will be required from the Debtors
for the remaining Lease term.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  (Spiegel Bankruptcy News, Issue No. 34;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TEMBEC INC: Will Temporarily Suspend Activities at Kapuskasing
--------------------------------------------------------------
Tembec, Inc., reported a two-week curtailment of operations at its
newsprint facility in Kapuskasing, Ontario.  The temporary
shut-down is scheduled for the second half of January 2005.  It
will reduce production by approximately 13,000 metric tonnes and
affect approximately 600 direct jobs. Company officials noted that
the exact timing and related details will be finalized in early
January 2005.

As a consequence of that decision, the Tembec sawmill at the
Kapuskasing site will also be closed for the same two-week period
next January.  This will result in the lay-off of an additional
120 workers.

The newsprint operations are negatively impacted by the stronger
Canadian dollar as most of the newsprint is sold in the United
States.  Moreover, Ontario's industrial electrical rates are now
among the highest and most volatile in North America, with January
being a particularly high cost month.  The combination of these
two factors has led to the decision.

During meetings held yesterday at the Kapuskasing site, employees
and union representatives were informed of the Company's decision
and given the opportunity to discuss the situation with
management.

Tembec, Inc. -- http://www.tembec.com/-- is an integrated forest
products company well established in North America and France,
with sales of approximately $4 billion and some 11,000 employees.
Tembec's common shares are listed on the Toronto Stock Exchange
under the symbol TBC.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 28, 2004,
Standard & Poor's Ratings Services revised its outlook on Tembec,
Inc. to negative from stable.  At the same time, the 'BB-' long-
term corporate credit and the 'BB-' senior unsecured debt ratings
on Tembec and its subsidiary, Tembec Industries Inc., were
affirmed.


TERRA INDUSTRIES: Anglo American to Complete Sale of Common Stock
-----------------------------------------------------------------
Terra Industries, Inc., (NYSE:TRA) disclosed that Anglo American
plc (NASDAQ:AAUK), through a wholly owned subsidiary, has agreed
to sell its remaining 25,060,725 shares of Terra common stock in a
private placement to a group of investors at a price of $7.50 per
share.  The transaction is expected to close on Dec. 20, 2004.

The investors purchasing these shares have agreed not to sell them
publicly until Feb. 15, 2005.  Terra has agreed not to offer or
sell any new shares, except under existing commitments, until
March 15, 2005.

The shares of Terra common stock being sold by Anglo American in
the private placement have not been registered under the
Securities Act of 1933, as amended, or any state securities laws.
Unless so registered, the shares may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state securities laws.

Terra Industries, Inc., with 2003 revenues of $1.4 billion, is an
international producer of nitrogen products.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2004,
Fitch Ratings raised the ratings for Terra Industries' senior
secured credit facility and 12.875% senior secured notes to 'BB-'
from 'B+'.  Fitch has also upgraded the 11.5% senior secured
second priority notes to 'B' from 'B-'.  Fitch has assigned a
rating of 'CCC+' to the convertible preferred shares.  Fitch
revised the Rating Outlook to Positive from Stable.


TERRACE OF SHREVEPORT: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Terrace of Shreveport, LLC
        8950 East Kings Hwy
        Shreveport, Louisiana 71115

Bankruptcy Case No.: 04-14402

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                        Case No.
      ------                                        --------
      The Arbor and Terrace of Bossier City, LLC    04-14403

Type of Business: The Companies operate nursing homes.

Chapter 11 Petition Date: December 6, 2004

Court: Western District of Louisiana (Shreveport)

Judge:  Stephen V. Callaway

Debtor's Counsel: James A. Rountree, Esq.
                  400 Hudson Lane
                  Monroe, Louisiana 71201-5504
                  Tel: (318) 398-2737
                  Fax: (318) 398-2738

                             Total Assets    Total Debts
                             ------------    -----------
Terrace of Shreveport, LLC   $0 to $50,000   $1 Mil. to $10 Mil.

The Arbor and Terrace of
      Bossier City, LLC      $0 to $50,000   $1 Mil. to $10 Mil.


Terrace of Shreveport, LLC's 19 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Colonial Trust                   Value of Security:   $2,625,944
5336 North 19th Street           $2,625,944
Phoenix, Arizona 85015

The Forsythe Group, LLC                                 $200,000
507 Trenton Street
West Monroe, Louisiana 71291

Scenicland Construction Co., LLC                         $28,000
507 Trenton Street
West Monroe, Louisiana 71291

Albritton Service Company                                 $9,322

Internal Revenue Service                                  $4,000

Estate of Elmer Capp                                      $1,976

Estate of William Dyers                                   $1,909

Louisiana Department of Revenue                           $1,417

Estate of Gene Yarbrough                                    $795

Louisiana Lawn Service                                      $575

Estate of James Huber                                       $400

Liquid Environmental Solutions                              $263

Parker Paper                                                $239

Kirby Restaurant                                            $213

Best of Times                                               $150

IESI                                                        $150

Accuscreen Systems                                          $105

Wood Electronics                                             $75

Tghomas & Farr                                               $20


The Arbor and Terrace of Bossier City, LLC's 20 Largest Unsecured
Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
The Forsythe Group, LLC                                 $200,000
507 Trenton Street
West Monroe, Louisiana 71291

Scenicland Construction Co., LLC                         $28,000
507 Trenton Street
West Monroe, Louisiana 71291

Albritton Service Company                                 $8,363
1009 East Georgia Avenue
Ruston, Louisiana 71270

Internal Revenue Service                                  $7,000

Conco Food Services                                       $3,307

Chemtech                                                  $1,483

Louisiana Department of Revenue                           $1,417

Irene Sherrod                                             $1,170

Parker Paper                                              $1,074

Estate of Lela Sewell                                       $900

Kirby Restaurant                                            $560

Houghton's Hedges                                           $525

Estate of Ruth Wade                                         $525

Estate of Bess Lewis                                        $446

Estate of William Van Ness                                  $400

Leslie Rape                                                 $400

Consolidated Electronics, Inc.                              $375

Liquid Environmental Solutions                              $223

Stuart's, Inc.                                              $178

Work Care of Willis Knighton                                 $89


TIAA CMBS: S&P Affirms Low-B Ratings on Six Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
B, C, D, E, F, and G of TIAA CMBS I Trust's commercial mortgage
pass-through certificates series 2001-C1.  At the same time, all
other outstanding ratings from this transaction are affirmed.

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

As of November 2004, the trust collateral consisted of 204
commercial mortgages with an outstanding balance of $1.15 billion,
down 21.3% since issuance. The master servicer, GMAC Commercial
Mortgage Corp. -- GMACCM, reported partial or full year 2003 net
cash flow -- NCF -- debt service coverage ratios (DSCR) for 89.7%
of the pool.  Three loans totaling $20.4 million, or 1.7% of the
pool, have been defeased.  There are 35 credit tenant lease loans
-- CTLs -- totaling $61.2 million (5.3% of the pool).  All of the
CTLs are guaranteed by CVS Corp. ('A-').  Excluding defeased and
CTL loans, Standard & Poor's calculated the DSCR for the pool at
1.36x, from 1.52x at issuance.

The current top 10 loans have an aggregate outstanding balance of
$258.6 million, or 22.4% of the pool.  The weighted average DSCR
for the top 10 loans is 1.31x, flat from 1.32x at issuance.  Six
of the top 10 loans have reported increased DSCRs from issuance.
Four of the top 10 loans report DSCRs that are at or below 1.09x,
including two below 1.0x, which are secured by multifamily
properties, which are on the watchlist (Jefferson Estates, 0.99x
and Kenley Apartments, 0.95x).

There are no delinquent or specially serviced mortgage loans in
the pool.  There has been one realized loss to date totaling
$2.6 million (0.18% of initial pool balance).

The servicer's watchlist contains 34 loans totaling $199 million
(17% of the pool).  Of these, 17 loans, secured by cooperative
mortgage loans, had low DSCRs.  This is mitigated by the low LTVs
of the co-op loans.

The pool has significant geographic concentrations in:

               * California (12.1%),
               * New York (10.4%),
               * Florida (8.7%),
               * New Jersey (8.4%),
               * Texas (7.0%),
               * Washington (6.4%), and
               * Colorado (5.7%).

Property type concentrations include:

               * retail (34.7%),
               * multifamily (31.0%),
               * senior housing (9.2%),
               * industrial (8.9%),
               * office (7.6%),
               * mixed use (3.95%), and
               * lodging (3.4%).

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the loans on the watchlist, the loans
with no DSCR data for two or more years (lack of financial
reporting), and the loans with DSCRs below 1.10x not appearing on
the watchlist.  The expected losses and resultant credit
enhancement levels adequately support the current rating actions.

                         Ratings Raised

                       TIAA CMBS I Trust
          Commercial Pass-Through Certs Series 2001-C1

           Rating
         Class   To        From      Credit Enhancement
         -----   --        ----      ------------------
         B       AAA       AA                    20.10%
         C       A+        A                     15.65%
         D       A         A-                    13.75%
         E       A-        BBB+                  12.48%
         F       BBB+      BBB                   10.89%
         G       BBB       BBB-                   9.62%

                        Ratings Affirmed

                       TIAA CMBS I Trust
          Commercial Pass-Through Certs Series 2001-C1

           Class      Rating       Credit Enhancement
           -----      ------       ------------------
           A-1        AAA                      25.18%
           A-2        AAA                      25.18%
           A-3        AAA                      25.18%
           A-4        AAA                      25.18%
           A-5        AAA                      25.18%
           H          BB+                       6.76%
           J          BB                        5.49%
           K          BB-                       4.54%
           L          B+                        3.27%
           M          B                         2.63%
           N          B-                        2.00%
           X          AAA                       N/A


TRIMAS CORP: High Debt Leverage Prompts S&P to Review Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on TriMas
Corp., including the 'BB-' corporate credit rating, on CreditWatch
with negative implications.

"The placement reflects the higher-than-expected debt leverage as
a result of weaker EBITDA and higher debt levels," said Standard &
Poor's credit analyst John Sico.

TriMas has had to deal with rapidly rising steel prices that were
not immediately passed along to customers.  The increases are
likely to affect fourth-quarter operating performance as well.  In
addition, the estimated reduction in working capital that
generally occurs at year-end will likely be affected by the higher
raw material costs, as inventory and receivables will be higher.
Expectations for meaningful leverage reduction in the near term
are uncertain.

At Sept. 30, 2004, Bloomfield Hills, Michigan-based TriMas had
total debt outstanding was about $775 million.

TriMas has about $1 billion in sales from manufactured engineered
products (transportation towing systems, packaging systems,
fastening systems, industrial specialty products) serving niche
markets in a diverse range of commercial, industrial, and consumer
applications.

Although TriMas has filed for an IP0 of common stock, it had not
yet proceeded with the IPO, because of unfavorable market
conditions.  We would reassess TriMas' credit profile if it does
proceed with the IPO.


U.S. CAN: S&P Affirms B Corporate Credit Rating After Review
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on U.S.
Can Corp. and its wholly owned subsidiary, United States Can Co.
The corporate credit rating on U.S. Can is 'B'.

All ratings were removed from CreditWatch with negative
implications, where they were placed on Oct. 1, 2004, following
the company's announcement that its report for the second quarter
ended July 4, 2004, and restated financial statements for 2002 and
2003 with lenders to its credit agreement and the SEC would be
delayed.  The company was unable to meet the original filing
deadlines because of an ongoing internal review conducted to
address accounting and financial reporting issues related to the
operations of its aerosol can manufacturing facility in Laon,
France.

The outlook is stable.  Lombard, Illinois-based U.S. Can had total
debt outstanding of about $559 million at Oct. 3, 2004.

"The ratings affirmation incorporates the company's restated
financial statements for 2002 and 2003 and the first quarter of
2004, which were filed in November 2004, resulting in lower-than
previously-reported net income and increased debt leverage," said
Standard & Poor's credit analyst Liley Mehta.

U.S. Can remains highly leveraged and the earnings restatement has
resulted in a further deterioration to the company's weak
financial profile.  Still, U.S. Can has maintained sufficient
liquidity and cash generated from operations is expected to be
sufficient to meet capital expenditures and working capital needs
in 2005, and credit measures are expected to trend to appropriate
levels.  The company's audit committee along with independent
advisors conducted the internal review, which identified certain
accounting and financial reporting improprieties and related
material errors in the company's financial statements, related to
its Laon, France facility.

The company has initiated various measures to strengthen its
internal controls and procedures of its European operations, as
well as to improve the cost structure at the underperforming Laon
operations.  The Laon plant generated $45 million to $50 million
in annual revenues and is one of five U.S. Can aerosol can plants
located in Europe.

The ratings on U.S. Can reflect the company's very aggressive debt
leverage, which overshadows its below-average business profile as
a leading producer of general-line metal containers.  With annual
revenues of about $841 million, U.S. Can produces steel aerosol
and other general-line metal containers primarily for personal
care, household, automotive, paint, industrial, and specialty
packaging products in the U.S., Europe, and Latin America; plastic
containers in the U.S.; and metal food cans in Europe.


UNITED AIRLINES: Cuts Compensation & Benefits to Save $12 Million
-----------------------------------------------------------------
UAL Corporation (OTCBB: UALAQ.OB), the holding company whose
primary subsidiary is United Airlines, reported changes to
salaried and management employees' compensation and benefits that
will achieve annual average savings of $112 million through
permanent salary reductions, benefit changes, and productivity
enhancements.

The permanent SAM salary reductions will increase with an
employee's responsibilities.

   * Salaried employees will take a 4% reduction.
   * Management employees will take a 6% reduction.
   * Officers will take an 8% reduction.
   * Members of the Executive Council (Glenn Tilton and his seven
     council members) will take an 11% reduction.

In addition to the permanent salary reductions, and consistent
with United's proposals to its unions, there will be a 4%
temporary reduction in salaries.  As a result, total reductions in
salaries for the SAM group will range from 8% to15%.  These salary
reductions take effect January 1.  The temporary reductions will
be restored upon United's exit from bankruptcy.

"This is very difficult for all our employees," said Sara Fields,
senior vice president-People.  "But it is absolutely essential if
we are to build a strong and healthy company providing good,
secure jobs, competitive compensation and benefits, and the
opportunity to participate in the company's success in the
future."

The company also will adopt a revised benefit plan for salaried
and management employees and is assessing the impact of changes to
medical and dental programs, vacation and holiday schedules, and
sick leave.  These plans have not been finalized.  The final
component of the salaried and management savings is expected to be
achieved through productivity enhancements.  The company has
already identified $30 million in annual productivity savings.

These changes affect U.S.-based salaried and management employees
and expatriates only.

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


UNITED AIRLINES: Pension Rep. Wants to Join in Sec. 1113 Discovery
------------------------------------------------------------------
Independent Fiduciary Services, Inc., seeks the permission of the
U.S. Bankruptcy Court for the Southern District of New York to
participate in all discovery and proceedings related to UAL
Corporation and its debtor-affiliates' Section 1113(c) Motion to
reject their Collective Bargaining Agreements.

IFS is the independent fiduciary appointed to protect the
interests of the participants and beneficiaries of the Debtors'
Pension Plans.  IFS has an express duty to pursue all claims,
obligations, debts or liabilities owing to the Plans.

Filiberto Agusti, Esq., at Steptoe & Johnson, in Washington,
D.C., recounts that IFS has sought to participate in the Section
1113(c) proceedings.  However, the Debtors assert that IFS'
participation is outside its standing and contrary to Section
1113.  The Debtors' position is illustrated by their draft
scheduling order for the Section 1113(c) proceedings, which
excludes IFS.

IFS must be allowed to participate because the Debtors intend to
abandon the Pension Plans entirely.  If IFS' participation is
hindered, it renders IFS' mandate as illusory.  As defender of
the Plans, IFS cannot be barred from proceedings that affect the
Plan's contractual right to contributions.

In the Section 1113(c) proceedings, the Debtors will present a
business plan that shows it cannot emerge from bankruptcy and
fulfill its pension obligations.  Consistent with the mandate,
IFS must have the opportunity to test the actuarial assumptions
inherent in the business plan.  Also, IFS would like to present
pension plan funding alternatives to the Debtors and the Court.

IFS should be allowed to participate because it is a voice for
individuals that otherwise will have no representation.  Unions
represent active employees.  The Pension Benefit Guaranty
Corporation represents beneficiaries, but only when the Plans are
terminated.  As appointed fiduciary, IFS represents all
participants and beneficiaries, including active employees,
former employees not yet eligible for pensions, retired
participants and beneficiaries.

IFS' participation will avoid the appointment of additional
committees to represent current employees whose union is not
present, former employees and current retired participants and
beneficiaries.  Currently, these constituencies have no
representation.  However, they have contacted the U.S. Trustee to
address this issue.  IFS can and should fulfill this role.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  (Spiegel Bankruptcy News, Issue No. 34;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


UNITED AIRLINES: Names David Wing Vice President & Controller
-------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), parent of United
Airlines, named David Wing its new Vice President and Controller.
Mr. Wing is the former Executive Vice President and Chief
Financial Officer of ATA Airlines, and has also worked at American
Airlines, where he managed financial aspects of the airline's
international expansion.

At United, Mr. Wing will oversee the processing and reporting of
all financial transactions, including statutory reporting.  He
will also be responsible for maintaining effective internal
controls over financial reporting and the efficient and effective
operation of the company's accounts payable, payroll, passenger
and cargo revenue accounting worldwide, and Sarbanes-Oxley Section
404 implementation.  His appointment is effective Jan. 3, 2005.

Mr. Wing will work in United's world headquarters in Elk Grove
Village, Illinois and will report to Jake Brace, United's
Executive Vice President, Chief Financial Officer and Chief
Restructuring Officer.

"Dave brings to United valuable knowledge on a range of industry
issues and extensive experience in airline financial management,"
Mr. Brace said.  "This will be critical to United as we complete
our restructuring and exit bankruptcy."

The role of controller opened this year when former United
Controller Lynn Hughitt was appointed to the role of Vice
President for Compensation and Benefits.

At ATA, Mr. Wing oversaw all aspects of accounting and financial
reporting including SEC compliance, in addition to tax planning
and compliance, Sarbanes-Oxley Section 404 implementation,
long-term strategic planning, banking and cash management.  Prior
to his appointment as CFO in early 2003, Mr. Wing was ATA's Vice
President and Controller.

From 1983 to 1994, Mr. Wing worked at American Airlines in several
accounting and financial positions.  He spent several years in
London managing financial aspects of American's service expansion
into Europe and also helped develop American's financial and
accounting plan for its Latin America expansion.

Mr. Wing is a Certified Public Accountant, who holds a Masters in
Business Administration and began his career as an auditor.

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


USURF AMERICA: Names Craig Cook Vice President of Operations
------------------------------------------------------------
Usurf America, Inc. (OTC Bulletin Board: USURE), appointed Craig
A. Cook to the Company as Vice President of Operations, as well as
President of Usurf Communications, Inc. -- UCI, a wholly owned
subsidiary of Usurf America, starting immediately.

"Craig brings a tremendous mix of operational and management
expertise to Usurf," said Usurf Chairman Dave Weisman.  "He has a
long career driving enterprise value, managing change, and
building efficient organizations.  We are extremely pleased to
have someone with such versatility on our management team."

Mr. Cook comes to Usurf from Sovereign Companies, having served as
the Chief Operating Officer.  Previously, he was the Chief
Operating Officer for Denver Public Schools and the Assistant
Superintendent of Kansas City Public Schools, Kansas City,
Missouri, respectively.  A retired Lieutenant Colonel in the U.S.
Army, Mr. Cook served in various command and staff
finance/accounting positions during his military service.  He
earned his MBA from the University of Nevada, Reno, and his BSBA
from the University of Idaho.  His 30+ years of experience in
leading and managing complex organizations, and his expertise in
finance/budgeting make him a welcome addition to the Usurf team.

"In both the private and governmental sector, my management style
has been to concentrate on cost containment and efficient
organizational structure," said Mr. Cook.  "I believe we have an
extraordinary opportunity to restructure and revitalize Usurf, and
in the process greatly expand our customer base and market
opportunity.  Execution is the key and I'm delighted to be given
the tools and the mandate to drive real long-term shareholder
value."

                       About the Company

Based in Colorado Springs, Colorado, Usurf America is implementing
specific strategies designed to leverage the Company's IP-based
software technology enabling fully ubiquitous voice, video and
data product deployments in targeted geographic regions of the
United States.  For more information about Usurf America, please
visit the Company's website at http://www.usurf.com/

                         *     *     *

                      Going Concern Doubt

In its Form 10-Q for the quarterly period ended Sept. 30, 2004,
filed with the Securities and Exchange Commission, Usurf America's
auditors raised substantial doubt about the Company's ability to
continue as a going concern due to recurring losses and a negative
working capital.  For the nine months ended Sept. 30, 2004, and
2003, the Company incurred a net loss of $12,448,539 and
$1,990,795, respectively.  As of Sept. 30, 2004, USURF had an
accumulated deficit of $56,310,384.


WAYLAND INVESTMENT: Revolver & Sr. Subordinated Notes Paid in Full
------------------------------------------------------------------
Fitch Ratings changes the senior secured revolving credit facility
and senior subordinated notes to paid in full for Wayland
Investment Fund:

    -- Senior secured revolving credit facility rated 'BBB';
    -- Senior subordinated notes rated 'BB'.

Wayland Investment Fund, LLC, is a market value collateralized
debt obligation that closed on Dec. 23, 1997.  The fund is managed
by Wayzata Investment Partners, LLC.  At inception, the senior
secured revolving credit facility had a balance of $390 million
and the senior subordinated notes had a balance of $60 million.
On Sept. 23, 2004, the senior secured revolving credit facility
was paid in full.  On Nov. 29, 2004, Wayzata elected to make its
final optional prepayment, which represented the total principal
amount outstanding on the senior subordinated notes together with
accrued interest.


WESCORP ENERGY: Accumulated Deficit Spurs Going Concern Doubt
-------------------------------------------------------------
Wescorp Energy Inc.'s financial statements show that the Company
has an accumulated deficit of approximately $8,200,000 incurred
through September 30, 2004.  This factor raises substantial doubt
about the Company's ability to continue as a going concern.  The
Company is currently changing its focus to provide expertise to
emerging companies, offering timely product solutions and
strategic investment opportunities in the oil and gas industries,
which will, if successful, mitigate the factors which raise
substantial doubt about the Company's ability to continue as a
going concern.

Management intends to seek additional capital from new equity
securities offerings that will provide funds needed to increase
liquidity, fund internal growth and fully implement its business
plan.  An estimated $400,000 is believed necessary to continue the
Company's operations and increase development through the end of
this fiscal year.  An additional $1,900,000 will be required to
the end of the second quarter of 2005.  This amount does not
include any cash required for capital purchases.  The timing and
amount of capital requirements will depend on a number of factors,
including demand for products and services and the availability of
opportunities for international expansion through affiliations and
other business relationships.  This also anticipates that sales in
Flowstar and Flowray will start to increase to the point where the
businesses become profitable by the end of 2004, self sufficient
on a cash flow basis by the end the second quarter of 2005. Should
this not occur, then Wescorp will require additional working
capital to finance any operating shortfall from the
Flowstar/Flowray operations.

On April 1, 2004, Wescorp completed the acquisition of 100% of the
outstanding shares of Flowstar and Flowray in consideration of
cash payments to the selling shareholders totaling approximately
$401,500 (CDN$550,000).

The Company's operations have been funded to date by debt and
equity financing.  It is relying on these sources of funding in
order to provide the Company with sufficient capital to continue
its development and operational plans.  The Company does not have
any lending arrangements in place with banking or financial
institutions and does not anticipate that it will be able to
secure these funding arrangements in the near future.  To the
extent that the Company requires additional funds to support its
operations or the expansion of its business, it may sell
additional equity or issue debt.  Any sale of additional equity
securities will result in dilution to its stockholders.  There can
be no assurance that additional financing, if required, will be
available to the Company, or on acceptable terms.

Wescorp Energy is situated in Edmonton near the geographic center
of North America's oil and gas reserves, sharing the same time
zone, language and ethic as the continent's other dominant energy
capitals -- Houston, Dallas and Calgary.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
February 9, 2005
   NACHMAN HAYS BROWNSTEIN, INC.
      Due Diligence Symposium 2005
         Hilton Woodbridge, Iselin, New Jersey
            Contact: 1-888-622-4297 or info@nhbteam.com

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900 or http://www.turnaround.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, Massachusetts
         Contact: 1-703-739-0800 or http://www.abiworld.org/

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                           *********

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, Bernadette C. de Roda, Rizande B. Delos Santos, Emi Rose
S.R. Parcon, Jazel P. Laureno, Aileen M. Quijano and Peter A.
Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***