TCR_Public/041217.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, December 17, 2004, Vol. 8, No. 278

                           Headlines

ABS CAPITAL: Moody's Junks Classes B-1 & B-2 2nd Priority Notes
ACTUANT CORP: Key Components Acquisition Clears HSR Waiting Period
ADELPHIA COMMS: Asks Court to Set Security Sale Bidding Protocol
AIR CANADA: Montie R. Brewer Takes On President & CEO Roles
ALLEGHENY ENERGY: Completes Sale of Lincoln Generating Facility

ALLIANCE IMAGING: Prices 10-3/8% Sr. Sub. Debt Tender Offer
AMES DEPT: Liquidating Trust to be Created Under Chapter 11 Plan
ASSET BACKED: Moody's Places Ba3 Rating on Class M-9 Certificates
ATA HOLDINGS: Selects Southwest Airlines' $117 Million Bid
ATA AIRLINES: U.S. Trustee Balks at Akin Gump's Hourly Rates

BANC OF AMERICA: Moody's Puts Low-B Ratings on Four Cert. Classes
BANKAMERICA MANUFACTURED: Fitch Junks 13 Debt Classes
BASIC ENERGY: Moody's Revises Outlook on Ratings to Positive
BEARINGPOINT: Moody's Rates $350M Convertible Sub. Debt at Ba3
BEARINGPOINT: S&P Puts BB- Rating on $325M Convertible Sub. Notes

CARGO ACQUISITION: Moody's Places Ba1 Rating on Subordinate Bonds
CARROLS CORP: Inks Amended & Restated Sr. Secured Credit Facility
CHARTER COMMS: Closes $550 Million Sr. Floating Rate Debt Offering
COMMUNITY HEALTH: Appoints Julia North to Board of Directors
CONCERT INDUSTRIES: Superior Court Sanctions Plan of Arrangement

CSK AUTO: Redeems $14.9 Million Remaining Balance of 12% Sr. Notes
DATATEC SYSTEMS: Wants to Retain Lowenstein Sandler as Counsel
DATATEC SYSTEMS: Look for Bankruptcy Schedules by January 19
DIAMOND TRIUMPH: S&P Cuts Ratings to B- & Says Outlook is Negative
DII/KBR: Takes Step Closer to Emergence from Bankruptcy

DP 8 LLC: Court Extends Exclusive Filing Period Until January 25
DRS TECH: Moody's Rates Proposed $200M Senior Sub. Notes at B2
ELIZABETH ARDEN: Moody's Ups Ratings, Citing Improved Cash Flow
ENRON: ENA Wants Court Nod to Sell De Minimis Shares & Interests
FALCON PRODUCTS: Using 30-Day Grace Period to Pay Bond Interest

FALCON PRODUCTS: S&P's Corporate Credit Rating Tumbles to D
FRANK'S NURSERY: Has Exclusive Right to File Plan Until April 6
FRANK'S NURSERY: Committee Hires Mesirow as Financial Advisors
G.L. MANUEL CONOCO: Case Summary & 20 Largest Unsecured Creditors
GENERAL ELECTRIC: Fitch Puts BB Rating on $18.6M Class D Certs.

GENERAL NUTRITION: Moody's Junks $215M Senior Subordinated Notes
GLOBAL CROSSING: Final Settlement Restores $79 Mil. for Retirees
GREAT PLAINS ENERGY: Inks $550 Million 5-Year Credit Facility
GRUPO TMM: S&P Places Junk Ratings on CreditWatch Positive
HAYES LEMMERZ: Establishes $75M Receivable Securitization Program

HERBALIFE LTD: Prices Initial Public Offering at $14 Per Share
HIGH VOLTAGE: Philip Martineau to Replace Russ Shade as CEO
HIGH VOLTAGE: Delays Filing Quarterly Financial Reports
HUDSON'S BAY: Renews $200 Million Securitization Program
IDI CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors

INERGY LP: S&P Assigns B- Ratings to $400M Senior Unsecured Notes
INN OF THE MOUNTAIN: S&P Revises Outlook on B Ratings to Stable
INTEGRATED HEALTH: Ready to Send Payments to Premiere Creditors
INTERLINE BRANDS: Prices 12.5 Mil. Shares in IPO at $15 Each
INTERSTATE GENERAL: Receives Delisting Notice from AMEX

KAISER ALUMINUM: Committee Wants to Examine James McAulliffe
KANSAS CITY SOUTHERN: Moody's Affirms Low-B Ratings
KANSAS CITY SOUTHERN: S&P Places Ratings on CreditWatch Negative
LANDRY'S RESTAURANTS: S&P Rates Planned $450 Sr. Sec. Loan at BB-
LEHMAN ABS: S&P Junks Class B-1 Issue & Rates Class M-2 at BB

LEHMAN MANUFACTURED: Moody's Rates Classes II-A1 & II-A2 at B3
LEVI STRAUSS: Launching $375M Sr. Debt Offer via Private Placement
LEVI STRAUSS: Commencing Cash Tender Offer for Sr. Notes Due 2006
MARINER HEALTH: S&P Withdraws Low-B Ratings After Acquisition
METRON TECH: Changes Name to Nortem & Begins Liquidating Process

MORTGAGE CAPITAL: S&P Pares Ratings on Classes H & J to Single-B
NEXTEL COMMS: Moody's Reviewing Low-B Ratings & May Upgrade
OMEGA HEALTHCARE: Sells 4 Million Shares in Public Offering
PARMALAT USA: Who Gets What Under the Plans of Reorganization
PEGASUS SATELLITE: Secured Lenders Ask Court for Summary Judgment

PIXIUS COMMUNICATIONS: Case Summary & Largest Unsecured Creditors
RELIANCE GROUP: Judge Gonzalez Sets Jan. 7 as Plan Voting Deadline
RENAISSANCE CAPITAL: S&P Lifts Counterparty Credit Rating to B
ROPER INDUSTRIES: S&P Affirms BB+ Corporate Credit Rating
SEQUOIA MORTGAGE: Moody's Puts Low-B Ratings on Classes B-4 & B-5

SURGICARE INC: Completes Restructuring Deals & Adopts New Name
STANADYNE HOLDINGS: Moody's Junks Planned $100M Sr. Discount Notes
STEEL CITY: Checks Being Returned for Insufficient Funds
TARRANT COUNTY: Moody's Junks $5.4 Million Revenue Bonds
TFM S.A. DE C.V.: S&P Places B Rating on CreditWatch Positive

TROPICAL SPORTSWEAR: Files Chapter 11 Petition in M.D. Florida
TROPICAL SPORTSWEAR: Case Summary & 23 Largest Unsecured Creditors
UAL CORP: Wants Court to Approve United Express Pact with TSA
US AIRWAYS: Bankruptcy Court Approves GE Settlement Agreement
US AIRWAYS: Inks Tentative Cost Savings Pact with AFA

US AIRWAYS: Wants to Transfer ATSB Loan Tranche A to Govco
W.R. GRACE: Debtors Propose New Case Management Order
WACHOVIA BANK: Fitch Puts Low-B Ratings on Six Mortgage Certs.
WAY TO PLAY INC: Case Summary & 7 Largest Unsecured Creditors
WCI STEEL: Court Says Reorganization Plans Need Legal Compliance

WMC MORTGAGE: Fitch Junks Class B Series 1997-1 Certificates
YUKOS OIL: Begs U.S. Bankruptcy Court for Order Halting Auction

* BOOK REVIEW: Macy's For Sale

                           *********

ABS CAPITAL: Moody's Junks Classes B-1 & B-2 2nd Priority Notes
---------------------------------------------------------------
Moody's Investors Service downgraded its rating of the following
Class of Notes issued by ABS Capital Funding, Ltd.:

   (1) $15,000,000 Class B-1 Second Priority Floating Rate Term
       Notes Due 2033 from B1 on watch for downgrade to Caa2 no
       longer on watch for downgrade.

   (2) $13,000,000 Class B-2 Second Priority Fixed Rate Term Notes
       Due 2033 from B1 on watch for downgrade to Caa2 no longer
       on watch for downgrade.

Moody's noted that the transaction, which closed in December 2000,
is currently failing the Moody's Maximum Rating Distribution Test.  
The rating action reflects deterioration in the credit quality of
the underlying collateral pool, which consists primarily of
asset-backed securities.

Moody's also removed these Classes of Notes issued by ABS Capital
Funding, Ltd. from the Moody's Watchlist for possible downgrade
and has confirmed the current ratings:

   (1) $131,000,000 Class A-1 Senior Secured Floating Rate Term
       Notes due 2033 rating confirmed at Aaa.

   (2) $131,000,000 Class A-2 Senior Secured Floating Rate
       Revolving Notes due 2033 rating confirmed at Aaa.


ACTUANT CORP: Key Components Acquisition Clears HSR Waiting Period
------------------------------------------------------------------
Actuant Corporation (NYSE:ATU) reported that the Federal Trade
Commission Pre-merger Notification Office has granted early
termination of the waiting period imposed by the Hart-Scott-Rodino
Antitrust Improvements Act, effective December 14, 2005.  Actuant
submitted its filing to the Federal Trade Commission and
Department of Justice on November 30, 2004, in conjunction with
the previously announced pending acquisition of Key Components,
Inc.

Actuant, headquartered in Milwaukee, Wisconsin, is a diversified
industrial company with operations in over 20 countries.  The
Actuant businesses are market leaders in highly engineered
position and motion control systems and branded hydraulic and
electrical tools.  Products are offered under such established
brand names as A.W. Sperry, Dresco, Enerpac, Gardner Bender, Kopp,
Kwikee, Milwaukee Cylinder, Nielsen Sessions, Power-Packer, Power
Gear and Yvel.  For further information on Actuant and its
business units, visit the Company's website at
http://www.actuant.com.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2004,
Standard & Poor's Ratings Services revised its outlook on Actuant
Corp. to positive from stable.  At the same time, S&P affirmed its
rating on the Milwaukee, Wisconsin-based company.

As reported in the Troubled Company Reporter on May 5, 2004,
Standard & Poor's Ratings Services assigned its 'BB' rating to the
$250 million senior revolving credit facility of Actuant Corp.
(BB).


ADELPHIA COMMS: Asks Court to Set Security Sale Bidding Protocol
----------------------------------------------------------------
To obtain the maximum value for substantially all the assets of
these Adelphia Communications Corporation debtor-affiliates:

   -- Starpoint Limited Partnership,
   -- Cable Sentry Corp.,
   -- Coral Security, Inc., and
   -- Westview Security, Inc.

the ACOM Debtors propose to hold an auction and implement certain
bidding procedures.

The ACOM Debtors' Stalking Horse Agreement with Innova Security
Solutions, LLC, will serve as a basis for all future bids.

The salient terms of the proposed Bidding Procedures are:

A. Potential Purchasers

    Each potential purchaser, who is interested in participating
    in the Auction and requests information about the Security
    Business, will complete and execute a confidentiality
    agreement and provide the Security Business Debtors with:

       (i) evidence of its financial ability to purchase the
           Security Business; and

      (ii) other information the Security Business Debtors
           reasonably request to demonstrate the potential
           purchaser's ability to purchase the Security Business
           and timely consummate its bid.

B. Qualified Bidders

    No later than two business days before the Auction, the
    Debtors will notify potential purchasers who have returned an
    executed confidentiality agreement, who have satisfactory
    financial qualifications and whom the Security Business
    Debtors have selected as qualified bidders.  Any person who
    wishes to participate in the Bidding Process with respect to
    the Security Business must be a Qualified Bidder.

C. Stalking Horse Agreement Markups

    The Debtors will send to each prospective bidder a copy of the
    Stalking Horse Agreement.  Each bidder submitting a bid will
    produce a markup of the Stalking Horse Agreement containing
    the terms of its bid, including the amount and any other terms
    of consideration offered for the Security Business.

D. Minimum Initial Overbid

    Each Stalking Horse Agreement Markup will propose at least a
    $40,100,000 value and be accompanied by a good faith deposit
    equal to 10% of the total proposed purchase price.

E. Deadline for Submission of Competing Bids

    All Stalking Horse Agreement Markups and related adequate
    assurance packages must be submitted no later than January 17,
    2005, at 4:00 p.m., prevailing New York Time.

F. Irrevocability of Bids

    By submitting a signed Stalking Horse Agreement Markup with a
    Good Faith Deposit, a Qualified Bidder irrevocably offers for
    a period of 60 days after entry of the Sale Order to purchase
    the Security Business, pursuant to the terms of the Qualified
    Bidder's Stalking Horse Agreement Markup if the agreement is
    accepted by the Debtors.

G. Auction

    If Qualified Bids with respect to the Security Business have
    been received from at least one Qualified Bidder other than
    Innova, the Debtors may conduct an auction for the Security
    Business on January 21, 2005, at 1:00 p.m., prevailing Eastern
    Time.

H. Credit Bidding

    Innova may include the Breakup Fee and Expense Reimbursement
    in the amount of any subsequent bid that Innova makes in the
    Auction and, in the event Innova is the Successful Bidder as a
    result of a subsequent bid made at the Auction, Innova will be
    entitled to credit the amount of the Breakup Fee and Expense
    Reimbursement against the purchase price of that subsequent
    bid payable at Closing.

I. Minimum Bidding Increments

    Each bid submitted after the Initial Competitive Overbid will
    be in increments of not less than $200,000.

The ACOM Debtors believe that the Bidding Procedures provide a
fair and appropriate framework for selling the Security Business
and will enable them, with assistance from their financial
advisor, to review, analyze and compare all bids received to
determine which bids are in the best interests of the Debtors'
estates and creditors.

The Debtors ask Judge Gerber to approve the Bidding Procedures.

The Debtors believe that an auction of the Security Business
conducted in accordance with the Bidding Procedures will maximize
the value of the Security Business.

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)


AIR CANADA: Montie R. Brewer Takes On President & CEO Roles
-----------------------------------------------------------
Montie R. Brewer is appointed President and CEO of ACE Aviation
Holdings Inc.'s mainline carrier, operating as Air Canada.  Mr.
Milton will remain Chairman of Air Canada in addition to his
responsibilities at ACE.

Mr. Brewer joined Air Canada in April 2002 as Executive Vice
President, Commercial.  In that role he was responsible for all
commercial aspects of Air Canada including Air Canada Jazz, Air
Canada Jetz, Air Canada Vacations, new businesses and the
strategic direction of network planning, marketing and scheduling.
An industry veteran, Mr. Brewer was previously Senior Vice
President -- Planning for United Airlines with previous airline
experience gained at Northwest Airlines, Republic Airlines,
Braniff and Trans World Airlines.  He has planned and developed
over twenty hub operations worldwide, managed low cost airline
operations as President of United Shuttle and successfully
restructured the route networks of three carriers.

"Montie is a true industry visionary who joined Air Canada
primarily because he wanted to be part of an airline willing to
change," said Robert Milton.  "His accomplishments during his time
at Air Canada are impressive; in particular, he was chief
architect and led the implementation of Air Canada's new business
model including the airline's successful simplified fare
structure.  Montie was a critical contributor to Air Canada's
transformation from legacy carrier to a profitable, growing,
competitive company and I'm confident his innovative skills,
strategic vision and passion for the industry will serve Air
Canada's employees, customers and shareholders well," said Mr.
Milton.

Jon Turner, formerly General Manager, Air Canada Maintenance and
Aircraft Programs, is appointed Vice President, Maintenance, Air
Canada.  Since joining Air Canada's Engineering Department in
1980, Mr. Turner held a number of senior management positions
including Director of Quality, Director of Fleet Management, and
General Manager of Aircraft Programs.  He was appointed General
Manager, Air Canada Maintenance and Aircraft Programs in August
2003.

The Air Canada Maintenance organization is responsible for Air
Canada's core engineering, fleet management, airworthiness, vendor
management, maintenance operation control as well as line and
cabin maintenance.

Duncan Dee, previously Senior Vice President, Corporate Affairs,
Air Canada, is appointed Senior Vice President, Corporate Affairs
and Chief Administrative Officer, ACE.  Since joining Air Canada
in 1997, Mr. Dee held various positions in the Corporate Affairs
and Government Relations branch and the Office of the President
and CEO.  He was appointed Senior Vice President, Corporate
Affairs in April 2004 with responsibilities for Corporate
Communications, Government Relations, Community Investments,
Corporate Security, Safety and Environment, and the Office of the
President and CEO.  In addition, he provided reporting oversight
over the Corporation's IT, Alliance and Regulatory Affairs
functions as well as Air Canada's sales, customer service and
operations outside Canada and the United States.

Bradley Moore, formerly Vice President Customer Experience -
Airports, Air Canada, is appointed President and CEO, Air Canada
Ground Handling Services, a separate limited partnership of ACE
formed upon completion of Air Canada's restructuring.  Mr. Moore
held various senior management positions at Air New Zealand and
Emirates prior to joining Air Canada in 2000 to lead and manage
the airline's People and Performance Strategy.  In October 2003 he
was appointed Vice President, Customer Service, responsible for
In-Flight, Call Centers and Customers Solutions. He became Vice
President, Customer Experience - Airports in August 2004.

Claude Morin, previously Vice President, Cargo, Air Canada, is
appointed President and CEO, Air Canada Cargo, a separate limited
partnership of ACE formed upon completion of Air Canada's
restructuring.  Mr. Morin has held a number of senior management
positions since joining Air Canada in 1985.  He became Managing
Director, Cargo, in 1997 and was promoted to Vice President, Cargo
in March 2000 with responsibility for all aspects of the airline's
cargo activities.

        Carlton Donaway Appointed to Board of Directors

Carlton Donaway was appointed a member of the Board of Directors
filling the seat vacated by Mr. George Hamilton.  Mr. Donaway was
executive chairman of DHL Holdings USA, chairman, president, and
chief executive officer of Airborne Inc., and president and chief
executive officer of ABX Air Inc.

"I have known Carl for many years and am pleased to welcome him to
the ACE Board of Directors," said Mr. Milton. "Carl's extensive
experience in the aviation industry will complement the broad
range of experience of the Board of Directors."

Air Canada filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971).  Mr. Justice Farley
sanctioned Air Canada's CCAA restructuring plan on Aug. 23, 2004.
Sean F. Dunphy, Esq., and Ashley John Taylor, Esq., at Stikeman
Elliott LLP, in Toronto, serve as Canadian Counsel to the carrier.
Matthew A. Feldman, Esq., and Elizabeth Crispino, Esq., at Willkie
Farr & Gallagher serve as the Debtors' U.S. Counsel.  When the
Debtors filed for protection from its creditors, they listed
C$7,816,000,000 in assets and C$9,704,000,000 in liabilities.

On September 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.
The airline exited from CCAA protection raising $1.1 billion of
new equity capital and, as of September 30, has approximately
$1.9 billion of cash on hand.


ALLEGHENY ENERGY: Completes Sale of Lincoln Generating Facility
---------------------------------------------------------------
Allegheny Energy, Inc. (NYSE:AYE) reported that its subsidiary,
Allegheny Energy Supply Company, LLC, has completed the sale of
the Lincoln generating facility and a related tolling agreement.

Allegheny Energy Supply sold the facility and tolling agreement to
affiliates of ArcLight Capital Partners, LLC and Tyr Capital, LLC.
Proceeds from the sale total $175.1 million and will be used to
reduce debt.

"Completing this sale is another milestone in our efforts to
restore Allegheny's financial strength," said Paul J. Evanson,
Chairman, President and Chief Executive Officer of Allegheny
Energy.  "We are moving steadily toward our goal of reducing debt
by $1.5 billion by the end of 2005."

Located in Manhattan, Illinois, Lincoln (672 megawatts) is one of
three gas-fired Midwest peaking facilities acquired by Allegheny
Energy Supply in 2001.  Efforts are under way to sell the other
two facilities, located in Wheatland, Indiana (512 megawatts) and
Gleason, Tennessee (526 megawatts).

ArcLight Capital Partners, LLC, is one of the world's leading
energy infrastructure investing firms.  ArcLight invests
throughout the energy industry value chain in hard assets that
produce current income as well as capital appreciation.  Tyr
Capital, LLC, invests in minority positions in merchant and
contracted energy assets.

Headquartered in Greensburg, Pennsylvania, Allegheny Energy is an
energy company consisting of two major businesses:

     Allegheny Energy Supply, which owns and operates electric
     generating facilities, and

     Allegheny Power, which delivers low-cost, reliable electric
     service to customers in Pennsylvania, West Virginia,
     Maryland, Virginia and Ohio.

More information about Allegheny Energy is available at
http://www.alleghenyenergy.com.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2004,
Fitch Ratings revised the Rating Outlook of Monongahela Power
Company to Stable from Negative and affirmed existing ratings of
Allegheny Energy, Inc., and its subsidiaries.  Fitch rates many
layers of Allegheny debt obligations and preferred stock issues in
the double-B and single-B range.  


ALLIANCE IMAGING: Prices 10-3/8% Sr. Sub. Debt Tender Offer
-----------------------------------------------------------
Alliance Imaging, Inc. (NYSE:AIQ), determined the price of its
previously announced offer to purchase its outstanding
10-3/8% Senior Subordinated Notes due 2011.

Holders who validly tender and do not properly withdraw their
notes and validly deliver and do not properly withdraw their
consents on or prior to the Expiration Date will be entitled to
receive $1,128.56 for each $1,000 principal amount of notes, based
on an assumed settlement date of Dec. 29, 2004, (plus accrued and
unpaid interest to, but not including, the settlement date).  The
price is equal to:

     (i) the present value on the settlement date of $1,051.88
         (the amount payable on the earliest redemption date of
         the notes), plus the present value of the interest that
         would be payable on, or accrue from, the most recent
         interest payment date on $1,000 principal amount of notes
         until the Earliest Redemption Date, in each case,
         determined on the basis of a yield to the Earliest
         Redemption Date equal to the sum of:

          (x) the bid-side yield on the 1-1/2% U.S. Treasury Note
              due March 31, 2006, as calculated as of 2:00 p.m.,
              New York City time, on Dec. 14, 2004, plus

          (y) 50 basis points, minus

          (z) accrued and unpaid interest from the last payment
              date to, but not including, the settlement date,
              minus

    (ii) $10.00 per $1,000 principal amount of notes, which is
         equal to the Consent Payment referred to below.

Holders who validly tendered their notes and validly delivered
their consents on or prior to 5:00 p.m., New York City time, on
Monday, Dec. 13, 2004, are also entitled to receive for each
$1,000 principal amount of notes held by the holder, in addition
to the Tender Offer Consideration, an amount in cash equal to
$10.00.  Holders tendering after the Consent Date will only be
eligible to receive the Tender Offer Consideration and not the
Consent Payment.

Alliance Imaging had received tenders and consents on or prior to
the Consent Date representing approximately 97.3% of the
$260 million aggregate principal amount of outstanding notes.  
Alliance Imaging has received the requisite consents from holders
of the notes to amend the notes and the indenture governing the
notes, and has entered into a supplemental indenture eliminating
substantially all of the restrictive covenants and certain events
of default contained in the notes and the indenture.  Consents
received prior to the Consent Date are now irrevocable.  The
amendments will become operative following the Expiration Date
when Alliance Imaging accepts for purchase the notes that are
tendered and not withdrawn.

The tender offer will expire at midnight, New York City time, on
Tuesday, Dec. 28, 2004, unless extended or terminated.

Alliance Imaging has retained Deutsche Bank Securities, Inc., to
act as the exclusive Dealer Manager and Solicitation Agent in
connection with the tender offer and consent solicitation.  
Questions regarding the tender offer and consent solicitation and
requests for documents may be directed to Deutsche Bank Securities
Inc. at 212-250-6008 (collect) or Global Bondholder Services
Corporation, the Information Agent in connection with the tender
offer and consent solicitation, at 866-873-7700 (toll free).

                        About the Company

Alliance Imaging is a leading national provider of diagnostic
imaging services.  Alliance provides imaging services primarily to
hospitals and other healthcare providers on a shared and full-time
service basis, in addition to operating a growing number of
fixed-site imaging centers.  The Company had 481 diagnostic
imaging systems, including 362 MRI systems and 53 PET or PET/CT
systems, and over 1,000 clients in 43 states at September 30,
2004.

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

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2004,
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.


AMES DEPT: Liquidating Trust to be Created Under Chapter 11 Plan
----------------------------------------------------------------
In the event the Plan Implementation Party -- whether the Debtors,
the plan administrator or the trustee as the case may be -- elects
to establish a Liquidating Trust, a Liquidating Trust Agreement,
in a form reasonably acceptable to the Official Committee of
Unsecured Creditors, will be executed, and all necessary steps
will be taken to establish the Liquidating Trust and the
beneficial interests, which will be for the benefit of the holders
of Allowed General Unsecured Claims.

                      Liquidating Trust Assets

Rolando de Aguiar, President and Chief Wind Down Officer of Ames
Department Stores, Inc., relates that the Liquidating Trust will
consist of the Liquidating Trust Assets.  Any Cash or other
property received from third parties from the prosecution,
settlement, or compromise of the Avoidance Actions will constitute
Liquidating Trust Assets for purposes of distributions under the
Liquidating Trust.

On the Transfer Date, the Plan Implementation Party will transfer
all the Liquidating Trust Assets to the Liquidating Trust free and
clear of all liens, claims, and encumbrances; provided, however,
that all the assets will be transferred to the Liquidating Trust
subject to certain Claims, expenses and post-Transfer Date
obligations.

In addition, all bank accounts established by the Plan
Implementation Party to fund all Claims receiving Cash payments
will be held by the Trustee in the name of the Liquidating Trust
subject to the provisions of the Plan, and the Liquidating Trust
will have no greater rights to the bank accounts than the rights
of the Plan Implementation Party.

                   Governance of Liquidating Trust

The Liquidating Trust will be governed by a trustee.  In the event
the Plan Implementation Party elects to establish a Liquidating
Trust, Rolando de Aguiar will be designated as the Trustee on or
before the Transfer Date by the Committee with the Debtors'
consent.  The designation of the Trustee will be effective on the
Transfer Date without the need for a further Court order.

The Trustee will have the power and authority to:

    (a) hold, manage, sell, and distribute the Liquidating Trust
        Assets to the holders of Allowed General Unsecured Claims;

    (b) hold, manage, sell, and distribute Cash or non-Cash
        Liquidating Trust Assets obtained through the exercise of
        its power and authority;

    (c) prosecute and resolve, in the names of the Debtors or the
        name of the Trustee, the Avoidance Actions;

    (d) prosecute and resolve objections to Disputed General
        Unsecured Claims;

    (e) perform other functions as are provided in the Plan; and

    (f) administer the closure of the Chapter 11 Cases.

The Trustee will also hold the Liquidating Trust Assets for the
benefit of the holders of Allowed General Unsecured Claims.

The Trustee will be responsible for all decisions and duties with
respect to the Liquidating Trust and the Liquidating Trust Assets.  
In all circumstances, the Trustee will act in the best interests
of all beneficiaries of the Liquidating Trust and in furtherance
of the purpose of the Liquidating Trust.

After the certificates of cancellation, dissolution, or merger for
all the Debtors have been filed, the Trustee will be authorized to
exercise all powers regarding the Debtors' tax matters, including
filing tax returns, to the same extent as if the Trustee were the
debtor-in-possession.

The Trustee will be entitled to reasonable compensation in an
amount consistent with that of similar functionaries in similar
types of bankruptcy cases.

                            Dissolution

The Trustee and the Liquidating Trust will be discharged or
dissolved, as the case may be, at that time as:

    (a) all Disputed General Unsecured Claims have been resolved;

    (b) all Liquidating Trust Assets have been liquidated; and

    (c) all distributions required to be made by the Trustee under
        the Plan have been made,

but in no event will the Liquidating Trust be dissolved later than
three years from the Transfer Date unless the Bankruptcy Court,
upon motion within the six-month period prior to the third
anniversary of the Transfer Date, determines that a fixed period
extension, not to exceed two years, is necessary to facilitate or
complete the recovery and liquidation of the Liquidating Trust
Assets or the dissolution of the Debtors.

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)


ASSET BACKED: Moody's Places Ba3 Rating on Class M-9 Certificates
-----------------------------------------------------------------
Moody's Investors Service has assigned a rating of Ba3 to the
Class M-9 certificates issued in by Asset Backed Securities
Corporation Home Equity Loan Trust, Series 2004-HE7.  At deal's
closing, Moody's has also issued ratings of Aaa to the senior
classes issued in the transaction and ratings ranging from Aa1 to
Baa3 to the subordinate classes in the deal.  The securitization
is backed by New Century Mortgage Corp. and WMC Mortgage Corp.
originated adjustable-rate (71.81%) and fixed-rate (28.19%)
sub-prime mortgage loans.  The ratings are based primarily on the
credit quality of the loans, past performance of collateral from
these originators, and on the protection from subordination,
overcollateralization -- OC, and excess spread.  The credit
enhancement requirements reflect some benefit for due diligence
performed on the collateral.

Saxon Mortgage Services, Inc., will service the loans.  Moody's
has assigned its above average servicer quality rating -- SQ2 --
to Saxon for primary servicing of sub-prime loans.


ATA HOLDINGS: Selects Southwest Airlines' $117 Million Bid
----------------------------------------------------------
ATA Holdings Corp. (ATAHQ), the nation's 10th largest passenger
carrier, selected the bid of Southwest Airlines for acquisition of
certain of ATA's Midway Airport lease rights, subject to approvals
by the U.S. Bankruptcy Court for the Southern District of Indiana
and the City of Chicago.

The bid of Southwest Airlines was selected by ATA upon conclusion
of an auction, which took place this week pursuant to
authorization of the U.S. Bankruptcy Court, in which ATA's Chapter
11 reorganization case is pending.  Bidding at the auction was
Southwest Airlines and AirTran Airways, Inc., at the offices of
ATA's law firm Baker & Daniels.  ATA's Official Committee of
Unsecured Creditors concurred with the selection.  A hearing to
approve the bid of Southwest Airlines as the highest and best bid,
and to authorize the transactions called for in the bid, is
scheduled before Judge Basil Lorch III on Dec. 21.

"We began the reorganization by saying that we would seek the best
solution for our people and our customers.  We appreciate the
efforts of AirTran Airways, but the Southwest transactions are the
best possible outcome for ATA, our employees, customers, the City
of Chicago and our stakeholders," said George Mikelsons, Chairman,
President and CEO of ATA.

Mr. Mikelsons added: "I'm especially pleased that, thanks to
Southwest Airlines, ATA will maintain a substantial operation in
Midway, in addition to expanding ATA's operations in Indiana.  I
consider Southwest to be the premier low cost carrier in the
world.  It will be a distinct privilege to undertake the first
significant code-share alliance arrangement for both airlines."

The final bid presented by Southwest Airlines includes a total of
$117 million in commitments to ATA, with the transfer to Southwest
Airlines of lease rights to six gates and a maintenance hangar at
Chicago Midway Airport for $40 million, $47 million in financing
and an investment of $30 million into ATA once it emerges from
bankruptcy, representing 27.5% of equity in a reorganized ATA.

Upon ATA's emergence from bankruptcy, Southwest has committed to
convert the debtor-in-possession financing to a term loan, payable
over five years.  Also, Southwest has committed to purchase
$30 million of convertible preferred stock, in cash, for 27.5
percent of the new ATA.  The stock is nonvoting, and it is
Southwest's intent to liquidate that position in an orderly manner
over time.

Southwest and ATA are working on a code share agreement to
exchange passengers, initially at Chicago's Midway Airport.  
Southwest estimates the code share could add $25 to $50 million
per year to each airline's annual revenues.

"This new financing from Southwest, along with commitments already
made by Indianapolis and the State of Indiana, will allow us to
reorganize and emerge as a healthier airline," said Gil Viets,
ATA's Chief Restructuring Officer.  "We couldn't be happier
knowing that we are entering into this code-sharing alliance with
Southwest Airlines, one of the most innovative, successful and
people-oriented airlines in the business."

Mr. Viets added, "We're especially proud and appreciative to have
been able to accomplish a critical cornerstone of ATA's
reorganization after less than eight weeks since ATA's bankruptcy
filing.  We are even more proud of the thousands of ATA people who
continue to provide exceptional customer service through difficult
times."  ATA Holdings Corp. filed for protection under Chapter 11
of the U.S. Bankruptcy on Oct. 26.

The proposed transactions also mark the first significant code-
share for both airlines.  "We're looking forward to code sharing
with the airline that carries more domestic U.S. passengers than
any other carrier," said Mr. Viets.  The code share agreement is
expected to launch in early February on Chicago Midway flights and
over the following six months at up to five other airports.  Code
sharing will allow each airline to transfer passengers to the
other airline on a single ticket.

As ATA begins the transfer of its lease rights for six gates to
Southwest Airlines, ATA emphasized that it continues business as
usual.  The airline intends to stand by its customer commitments,
honoring tickets, upholding its full flight schedule, in-flight
services and frequent flyer reward programs, as it has continued
to do during its reorganization.  ATA expects to reduce its fleet
by about 20 percent as it scales back in Chicago.  However, with
the terms of the code share agreement with Southwest Airlines and
the retention by ATA of eight gates in Chicago Midway, ATA remains
a larger airline than it would have been under the AirTran Airways
Inc. competing bid.  ATA plans to continue its expansion in the
Indianapolis market, continue to serve the west coast to Hawaii
market, as well as operate military and commercial flights.  
Southwest Airlines has also committed to priority interviews for
ATA employees affected by the carrier's downsizing.

"We expect to share many more details of our exciting code share
agreement with Southwest Airlines and the full breadth of our
reorganization plans in the near future, said Mr. Mikelsons.

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: U.S. Trustee Balks at Akin Gump's Hourly Rates
------------------------------------------------------------
As previously reported, The Official Committee of Unsecured
Creditors appointed in ATA Airlines' chapter 11 cases asks the
United States Bankruptcy Court for the Southern District of
Indiana for permission to retain the services of Akin Gump Strauss
Hauer & Feld, LLP, as bankruptcy counsel.

According to Lee P. Crockett, a representative of John Hancock
Funds, the Creditors Committee selected Akin Gump because of the
Firm's extensive knowledge and expertise in the areas of law
relevant to the ATA Airlines and its debtor-affiliates' cases.  
Moreover, Akin Gump has had considerable experience in
representing unsecured creditors' committees in significant
Chapter 11 reorganization cases.

                       U.S. Trustee Objects

Nancy J. Gargula, United States Trustee, informs the Court that
she could not determine whether Akin Gump's hourly rates are
ordinary and customary within its representation of similar
bankruptcy-related clients, or all corporate clients, or if
discounted rates are available to large corporate clients.  
Accordingly, the U.S. Trustee wants Akin Gump to submit an
affidavit detailing the range of hourly rates charged to all
corporate clients within the past year, as well as the range of
any discounts given to their corporate clients.

The U.S. Trustee also discovered that the Debtors seek to employ
an associate who is not yet admitted to a State Bar at $275 an
hour.  The U.S. Trustee is "uncomfortable with such a fee when
other Associates, who already are members of a state bar, have
hourly rates beginning at $185 an hour."

Furthermore, the U.S. Trustee expects Akin Gump to comply with the
provisions of Rule B-2016-1 of the Local Bankruptcy Rules of the
U.S. Bankruptcy Court for the Southern District of Indiana, which
recognizes U.S. Trustee National Fee Guidelines as well as
Region 10 Fee Guidelines, including its supplements.

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)


BANC OF AMERICA: Moody's Puts Low-B Ratings on Four Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of nine classes of
Banc of America Large Loan, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-7WTC on review for possible downgrade as
follows:

   * Class A, $211,225,000, Floating, currently rated A2
   * Class X-2, Notional, currently rated A2
   * Class B, $19,337,000, Floating, currently rated Baa1
   * Class C, $26,775,000, Floating, currently rated Baa2
   * Class D, $14,875,000, Floating, currently rated Baa3
   * Class E, $34,213,000, Floating, currently rated Ba2
   * Class F, $17,850,000, Floating, currently rated Ba3
   * Class G, $31,325,000, Floating, currently rated B2
   * Class H, $27,400,000, Floating, currently rated B3

The rated Certificates are secured by three classes of
certificates totaling $428.2 million from an underlying structured
transaction which, in turn, is secured by a first leasehold
mortgage loan on 7 World Trade Center -- 7WTC.  The Class A office
building, which collapsed on September 11, 2001, contained
approximately 2.0 million square feet.  The mortgage loan borrower
is controlled by Mr. Larry Silverstein.  The 7 WTC land is leased
under long-term ground lease from The Port Authority of New York
and New Jersey.

Since Moody's last rating action in February 2004, re-construction
of the building has progressed on budget and on schedule with
substantial completion expected in November 2005.  The debt
matures on January 24, 2006, leaving only a short time period to
complete the necessary steps for timely retirement of the debt.

While construction is proceeding as planned, progress relating to
leasing and financing has fallen short of expectations.  The slow
progress on these critical items highlights the challenges present
in resolving this complex transaction.

There have been no executed leases to date at the property and the
Borrower has retained CB Richard Ellis to market the building for
lease.  With respect to financing, the Borrower is in the process
of increasing the amount of Liberty Bond financing sought, from
$440.0 million to $475.0 million.  No definitive agreement has
been reached with IRI, the building's insurance carrier to resolve
claims related to the destruction on September 11, 2001, although
significant progress has been made.  The amount of the settlement
is crucial to the adequacy of funds available to complete
construction of the building.

Moody's will continue to review any progress made on the critical
issues of leasing, financing, and insurance.


BANKAMERICA MANUFACTURED: Fitch Junks 13 Debt Classes
-----------------------------------------------------
Fitch Ratings performed a review of the BankAmerica Manufactured
Housing -- MH -- Transactions.  Based on the review, these rating
actions have been taken:

     Series 1995-BA1:
     
          -- Class A-3 is affirmed at 'AAA';
          -- Class A-4 is affirmed at 'AA-';
          -- Class B-1 is downgraded to 'CCC' from 'B';
          -- Class B-2 remains at 'C'
     
     Series 1996-1:
     
          -- Classes A-5 - A-6 are affirmed at 'AAA';
          -- Class A-7 is affirmed at 'AA-';
          -- Class B-1 is remains at 'C';
          -- Class B-2 is remains at 'C';
     
     Series 1997-1:
     
          -- Classes A-8 and A-9 are affirmed at 'AAA';
          -- Class M downgraded to 'C' from 'CCC';
          -- Class B-1 remains at 'C';
          -- Class B-2 remains at 'C';
     
     Series 1997-2:
     
          -- Classes A-8 and A-9 are affirmed at 'AAA';
          -- Class M downgraded to 'C' from 'CCC';
          -- Class B-1 remains at 'C';
          -- Class B-2 remains at 'C';
          
     Series 1998-1:
     
          -- Class A-1 is affirmed at 'AAA';
          -- Class M is affirmed at 'BBB';
          -- Class B-1 is affirmed at 'B';
          -- Class B-2 remains at 'C';
          
     Series 1998-2:
     
          -- Class A-7 is affirmed at 'AAA';
          -- Class M is affirmed at 'B';
          -- Class B-1 is downgraded to 'C' from 'CCC';
          -- Class B-2 remains at 'C'.
     
The affirmations represent approximately $572.9 million in
outstanding principal, while the downgrades affect $112.80
million.  The pool factors of the transactions (current principal
balance as percentage of original balance) range from 24% to 40%.

The transactions reviewed pay principal due to senior bonds prior
to paying interest due to subordinate bonds.  As is consistent
with the performance of the manufactured housing industry, higher
than expected losses have caused significant interest shortfalls
to various subordinate bonds in all of the transactions.

The structures allow for interest to accrue on the shortfall
amount and to be recovered in the future if there is sufficient
available cash flow.  Fitch's rating actions reflect the
likelihood of future repayment of accrued interest shortfalls.
Classes rated 'CCC' and 'C' are unlikely to recover past interest
due and ultimate principal in the future.

Class A-7 of series 1996-1 is affirmed based on a Letter of Credit
issued by BankAmerica Corporation, currently rated 'AA-' as of
April 1, 2004, by Fitch.

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


BASIC ENERGY: Moody's Revises Outlook on Ratings to Positive
------------------------------------------------------------
Moody's affirmed Basic Energy Services, L.P.'s B1 senior implied
rating, its B1 rating on its amended/increased senior secured
credit facilities, its B2 issuer rating, and moved the rating
outlook up from stable to positive.

This reflects:

   (1) progress in increasing operational scale;

   (2) continued diversification into production related oil and
       gas activities with over a dozen acquisitions completed
       over the past 18 months;

   (3) leverage reduction after after two large leveraged
       acquisitions in 2003;

   (4) a building of earnings and cash flow to levels that appear
       able to cover interest capex and scheduled debt repayments
       (for 2005) in trough conditions; and

   (6) supportive near-term trends in the North American oilfield
       services sector that could help reduce leverage during 2005
       or internally fund a degree of acquisition activity.

The positive outlook also assumes that management will continue
its disciplined approach to growth while maintaining leverage
(debt/EBITDA) under 3.5x given the relative small size of the
company.  A ratings upgrade over the next 12 to 18 months would
depend on the scale, pace and funding of a continued aggressive
acquisition strategy that Basic and its shareholders expect will
drive the firm to a desirable scale and performance leading a
potential IPO (depending on market conditions) or other exit
strategies on terms acceptable the shareholders.  In addition to
potential IPO proceeds, an upgrade may require a material
acquisition, amply funded with equity and cash flow, that would
add significantly more scale and diversification to Basic's
portfolio and more durability to its baseline earnings and cash
flows.  In the meantime, forward progress could be maintained if
debt reduction at least follows the bank amortization schedule and
leverage is reduced and sustainable under 3.0x.

Factors that would put downward pressure on the outlook include:

   (1) whether the company alters its conservative financial
       policies and pursues material leveraged acquisitions;

   (2) leverage (debt/EBITDA) does not decrease from its pro forma
       level of rising to above 3.5x;

   (3) if the bank covenants are relaxed and no longer require
       de-leveraging through amortization; or

   (4) if higher dividends and stock buybacks above the current
       $2.0 million per annum limit is allowed under the credit
       agreement.

Basic's ratings are restrained by:

   (1) its singular exposure to the mature declining oil and gas
       prospect base of the onshore U.S.;

   (2) the increase in leverage pro forma for the term loan
       increase;

   (3) the company's relative small size compared to its much
       larger peers which limits its pricing power;

   (4) its vulnerability of cash flows to sector downturns;

   (5) the company's ongoing aggressive acquisition strategy;

   (6) some regional concentration of earnings and cash flows; and

   (7) the inherent sector volatility and cyclicality.

The ratings are supported by:

   (1) management's long sector experience;

   (2) the company's use of internal cash flows and equity to
       increase its scale within the last 18 months;

   (3) currently favorable momentum within the North American
       oilfield services sector that could carry well into 2005;

   (4) strong equity sponsorship;

   (5) Basic's established position within its markets;

   (6) a focus on the more durable production related services of
       exploration and production -- E&P -- activity; and

   (7) discipline and control of the business owing to the bank
       loan covenant package, which mandates reduced debt through
       amortization and gradual tightening of the leverage
       covenant.

Moody's ratings for Basic Energy Services, L.P. are:

   * Affirmed a B1 -- Basic's amended $220 million senior secured
     credit facilities.

   * Affirmed a B1- senior implied rating.

   * Affirmed a B2 -- senior unsecured issuer rating.

The new credit facility amendment will increase the facilities
size from $160 million to $220 million.  The revolver will
increase from $30 million to $50 million, and the term loan B is
increasing from $140 million to $170 million.  The facilities are
secured by essentially all of Basic's assets and are guaranteed by
all present and future subsidiaries.  The proceeds of the
increased term loan facility will be used to repay about
$7.5 million of revolver borrowings with the remainder intended
for acquisitions.

The ratings for the credit facilities are not notched up from the
senior implied rating due to bank facilities constituting almost
the entire debt in the capital structure and amount of debt
relative to the collateral of the company, which is representative
of the enterprise value of Basic.

Inherent sector volatility could produce wide swings in Basic's
earnings and cash flows.  Moody's believes that despite strong
commodity prices, E&P companies remain disciplined and will likely
scale back capital spending if oilfield services costs affect
their internal rates of returns, despite strong commodity prices.   
This risk is amplified by the mature and declining onshore U.S.
markets where many new basins and plays are price sensitive and
are only economical in strong price environments.

In addition, approximately one-third of Basic's earnings and cash
flows are generated from the mature Permian Basin in West Texas.   
Though the addition of the Rocky Mountain businesses from its
acquisitions offers regional diversity, these businesses are more
drilling related (and thus more cyclical) and is in a region that
is more price sensitive and thus need the support of high
commodity prices to make many of them economical.

Basic's ratings are restrained by its size relative to the larger
competitors.  The two largest players in the U.S. onshore well
services sector hold approximately 63% of the domestic onshore
well services rig fleet, are considerably larger capitalized
companies than Basic, and most importantly, possess significant
pricing leverage.  Though Basic is established within its markets,
a change in pricing strategy by the two larger players could
result in sector pricing pressure, thus potentially placing
Basic's earnings and cash flows under pressure.

Ratings also reflect Basic's acquisitive nature and its
willingness to fund acquisitions with debt, which is rising above
its currently highest historical level.  Though Global Energy
Partners -- GEP -- has invested $81 million in Basic, the company
has and will continue to use debt to fund a significant portion of
acquisitions, potentially causing a strain on leverage.

The ratings gain support from Basic's focus on well services for
already producing oil and gas wells, which is less tied to the
drilling cycle and is vital to the support and enhancement of oil
and gas.  Production enhancement activities tend to be less
volatile through the cycles as E&P companies always maintain a
focus on the preservation and improvement of existing production
especially and continually look for ways to improve oil and gas
volumes.

Current trends in the oilfield services are favorable with strong
prices and declining E&P production driving the land rig in the
U.S. near capacity levels.  As a result, demand for oilfield
services has gained positive momentum as has resulted in many
services firms (including Basic) to finally push through price
increases.  Though partly offset by higher services costs such as
raw materials and a stretched labor pool, oilfield services price
increases are gaining traction within the sector.  As E&P's are
setting their capital budgets for next year, many are starting to
build in services costs increases, which provides continued
visibility for improved earnings and cash flows for the services
sector, and Basic, into 2005.

The ratings also continue to reflect Basic's very seasoned
management team with long experience in the sector.  Members of
the management team have no less than 22 years of experience in
well services and have spent significant amounts of time at the
larger players in the sector.

Basic has received some strong backing of equity sponsors that
have made significant investments in the energy industry and to
Basic.  GEP, an affiliate of Credit Suisse First Boston, has to
date, invested over $80 million in Basic.  In another sign of
GEP's support of Basic, GEP converted about $16 million of
preferred stock holdings into common equity in October 2003.

The ratings are also supported by sector consolidation and Basic's
position as the third largest well services provider in the U.S.
Basic has participated in over 35 transactions since 2001 for a
total of almost $190 million.  This well managed consolidation has
more than tripled the company's asset base and pushed it's EBITDA
to about $57 million pro forma LTM 9/30/04, from about $26 million
in 2001.  In addition, these earnings and cash flows have some
added durability as the company believes its trough EBITDA is in
the $42 million range, which would be sufficient to cover interest
(approximately $10 million), maintenance capex of about
$15 million and scheduled debt amortization (about $15 million for
2005)

The company's pro forma leverage for the credit facility amendment
and 2004 acquisitions, measured as debt/EBITDA, annualized for
Q3'04, was 3.3x. while book leverage (debt/capitalization) was
60.0%.  Pro forma interest coverage (EBITDA/interest) is solid at
5.9x.

The amended facilities will also enhance the company's back-up
liquidity as the revolver will increase from $30 million to
$50 million and is expected to be undrawn at closing.  In
addition, the company will have about $20 million of pro forma
cash.  Moody's anticipates Basic's EBITDA to range between
$60 and $70 million in 2005, versus planned capex of about
$55 million (which includes about $15 million of sustaining capex
and rig refurbishments), interest expense of about $10 million and
working capital of about $5 million.

Basic Energy, headquartered in Midland, Texas, provides well
servicing, well site construction, and related services to the oil
and gas industry.


BEARINGPOINT: Moody's Rates $350M Convertible Sub. Debt at Ba3
--------------------------------------------------------------
Moody's Investors Service downgraded the issuer rating for
BearingPoint, Inc., to Ba2 from Baa3, reflecting deterioration in
the credit quality of the company and the effective subordination
of the senior unsecured creditors to the newly established secured
bank credit facility.  Concurrent with the rating action, Moody's
assigned a senior implied debt rating of Ba1 to BearingPoint.  
Moody's also assigned a Baa3 rating to the company's recently
announced $400 million interim senior secured credit facility and
a subordinated debt rating of Ba3 to the company's recently
announced $350 million offering of Series A and Series B
convertible subordinated debentures due December 2024.  The rating
action concludes a review initiated in November 2004.  The rating
outlook is stable.

Proceeds from the convertible debentures offering will be used to
redeem the existing private placement and outstandings under the
company's existing credit facility, which will be replaced by the
new $400 million interim 150-day credit facility following closing
of the transaction.  The company may be required to receive
waivers of its financial leverage covenants under its existing
$220 million private placement of senior notes and existing
$250 million senior unsecured revolving credit facility.

Ratings downgraded include:

   * Issuer rating to Ba2 from Baa3

   * $250 million revolving senior unsecured credit facility
     maturing May 2005 to Ba2 from Baa3, and will be withdrawn
     following finalization of the $400 million interim senior
     secured credit facility

   * Shelf registration for senior unsecured, subordinated, and
     preferred stock to (P)Ba2, (P)Ba3 and (P)B1 from (P)Baa3,
      (P)Ba1 and (P)Ba2, respectively

Ratings assigned include:

   * Senior implied rating at Ba1

   * $400 million interim senior secured credit facility at Baa3

   * $350 million Series A and Series B convertible subordinated
     debentures at Ba3

The downgrade reflects BearingPoint's weak operating performance
resulting from the slow pace of integrating its global business
practices and a cost structure that has grown significantly faster
than revenue.  The company continues to face challenges with
respect to:

   (1) slower than expected improvement in margins and very
       limited cash flow generation,

   (2) ongoing issues involving internal controls and financial
       reporting,

   (3) increasing amounts of leverage, and

   (4) continued execution uncertainty following the recent
       departures of the chief executive officer and the chief
       finance officer.

Factors that may negatively influence the rating outlook include:

   (a) a sustained drop in utilization rates and continued
       declines in billing rates,

   (b) fall off in new contract pipeline and backlog,

   (c) inability to reduce direct contract costs, operating
       expenses or working capital investment, or

   (d) further deterioration in profitability and cash flow
       generation.

Conversely, demonstration of improved cost controls, billing rates
and working capital management that leads to sustained improvement
in profitability and cash flow generation may have positive impact
on ratings.

The stable rating outlook considers the company's strong contract
backlog and revenue growth that has exceeded expectations.   
However, billing rates continue to face downward pressure and
margins have contracted due to other direct contract costs that
have accelerated faster than revenue growth.  The company has been
constrained in its ability to reduce higher cost subcontractor
expenses from its cost structure, particularly on longer-term
Public Services contracts.  Moody's expects the company to show
modest improvement in profitability and cash flow generation in
the near term as it continues to focus on operating cost and
working capital reductions.  The company would likely recognize
special charges associated with any future restructuring
activities.  In the first quarter of 2005, the company expects to
pay approximately $20 to $30 million for the transfer of capital
assets related to the expiration of a transition services
agreement with its former parent KPMG LLP.

Improvement in workforce utilization rates has helped moderate the
negative margin impact from continuing contract-pricing pressure.   
To date though, the company has experienced limited cost savings
from its build out of offshore labor capabilities and the
migration of IT and overhead costs away from the transition
services agreement.  Increased selling expenses from higher-than-
expected new contract awards and Sarbanes-Oxley compliance costs
have also contributed to inflated selling, general and
administrative costs.  While demonstrating some recent recovery
from declining levels, operating margins excluding recurring
special charges have steadily declined each year, from 9.8% in the
fiscal year ended June 2001 to 3.8% in the latest twelve months.  
Outstanding receivables and unbilled revenue have reached elevated
levels, as weak collection practices and a conversion of its
internal billing systems have expanded working capital
requirements.  The company's current ratio has fallen from
2.3 times in fiscal 2002 to 1.4 times in the latest twelve months.

Leverage has been rising as a result of declines in EBITDA and
free cash flow (cash flow from operations less capital
expenditures) concurrent with increases in the use of the
company's revolving credit facility.  As of September 30, 2004,
LTM debt to EBITDA had risen to 1.7 times from 1.0 times in the
prior year period.  Lower operating income has constrained the
company's ability to draw fully under existing covenants for its
existing $250 million bank credit facility.  Free cash flow fell
to negative $65 million for the latest twelve months, down from
positive $61 million in the prior year period.  The company had
$345 million of debt outstanding as of September 30, 2004.  
Post-transaction, the company is expected to have approximately
$440 million of debt outstanding (net of the expected redemption
of $220 million private senior notes).

BearingPoint, Inc., headquartered in McLean, Virginia, is a global
business consulting, systems integration and managed services firm
serving government and commercial clients with revenue of
$3.2 billion in 2003.


BEARINGPOINT: S&P Puts BB- Rating on $325M Convertible Sub. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on McLean, Virginia-based
BearingPoint, Inc., to  `BB+' from `BBB-'.

At the same time, Standard & Poor's assigned a 'BB-' rating to the
company's $325 million in Series A and Series B convertible
subordinated notes due Dec. 14, 2024.

"The downgrade reflects currently weak profitability and cash flow
measures in a very competitive operating environment," said
Standard & Poor's credit analyst Philip Schrank.  The ratings
reflect a currently high-cost structure, improving but low margins
in relation to historical levels, and weakened cash flow
protection measures.  Offsetting these factors, the company
maintains a good competitive position specifically in the Public
Services sector (representing more than half of revenues), strong
client relationships, and increased global scale.

The negative outlook reflects the temporary nature of the bridge
bank loan facility.  Upon a successful longer-term refinancing of
the facility, the outlook is expected to be revised to stable,
reflecting Standard & Poor's expectation that BearingPoint will
gradually improve profitability measures as the company executes
its business and financial strategies.


CARGO ACQUISITION: Moody's Places Ba1 Rating on Subordinate Bonds
-----------------------------------------------------------------
Moody's affirms the Baa3 rating assigned to Cargo Acquisition
Companies Obligated Group's Senior Bonds and affirms the Ba1
rating assigned to the Obligated Group's Subordinate Bonds.  The
ratings, which carry a stable outlook, are based on the pledge of
the net revenues generated from a diverse group of air cargo
facilities located at 14 airports.  The ratings further reflect
the diversity of the tenants of the cargo properties, the adequate
legal structure and good debt service coverage that provides a
cushion against tenant re-let risk.  The pooled nature of the
financing helps to offset revenue volatility that may be
associated with risks inherent to the air cargo industry and the
short and medium term nature of the tenant leases.  Affirmation of
the ratings reflects Moody's review of financial and operating
performance through September 30, 2004, which remains consistent
with forecasted levels.

      Financial Results Consistent with Forecasted Levels

The financial forecast completed in conjunction with the 2003 bond
issuance anticipated that senior and subordinate bond debt service
coverage would equal at least 1.9x and 1.35x, respectively.  The
forecast was built on an average occupancy rate of 84.5% at the
14 cargo facilities, based on existing demand for the facilities
and their favorable pricing and strategic location.  Preliminary
financial results are slightly more favorable than forecast.   
Unaudited results for the 12 months ending September 30, 2004,
indicate that revenues available for debt service of
$12.27 million provided 2.07x coverage of senior debt service and
1.48x coverage of subordinate debt service.

Unaudited results for the first nine months of 2004 indicate that
rental revenue for the cargo facilities of $14.022 million were
slightly higher than budget, and operating expenses of
$5.8 million, were slightly below budget.  Earnings before
interest, depreciation and amortization during the same period
equaled $8.1 million.  Building space was 80.8% occupied, and ramp
space was 65.1% occupied.  These occupancy rates are below the
level forecasted at the 2003 bond financing, however, they remain
comfortably above the breakeven rate.  The pool of pledged
properties can withstand a rigorous stress test: The average
occupancy rate could drop to 60% at current rental rates and the
bonds would continue to be paid.

The project sponsors are obligated to use commercially reasonable
efforts to maintain 1.20 times coverage for all debt.  The bonds
also are secured by a debt service reserve of average annual debt
service ($11.7 million as of June 30, 2004).  Excess revenue
distributions are allowed under the master indenture if net
revenues provide 1.4 times coverage for Senior bonds, and
1.2 times coverage for all debt.  The project will also fund a
maintenance reserve from cash that will equal $300,000 by 2007.

     Diverse Pool of Facilities with Staggered Lease Terms

The pledged cargo properties are geographically dispersed, with
four in Florida, two in Texas, one in Oregon, and the remainder in
the Midwest, south, mid-Atlantic and northeast states.  The
tenants are diverse, and include roughly 75 cargo and related
companies.  FedEx (senior unsecured rated Baa2) is the largest
single payer, with aggregate rentals providing 22.8% of the
sublease payments.  These payments are derived from leases for
ramp, warehouse and office space at six facilities.  Other large
tenants include Airborne Freight Corporation (8%), BAX Global (8%)
and Aaa-rated United Parcel Service (7%).  US Airways accounts for
5% of total tenant revenues and since filing for bankruptcy
protection has affirmed all of its leases.

A key credit risk is the short and medium term nature of the
subleases, which range from one to twelve remaining years, and
very few tenants lease on a month-to-month basis.  While most of
the ground leases match the maturity of the bonds, the subleases
are of shorter duration.  This risk is mitigated by the rolling
nature of the sublease expirations, with no concentration of
revenue subject to renewal in a given year.  In addition, Moody's
expects these properties will experience minimal on-airport
competition given the scarcity of land for further air cargo
development at most of the airport locations.

                            Outlook

The stable outlook reflects the bond structure that provides
revenues from diverse properties and subtenants.  Moody's expects
that demand for air cargo service will continue to show stable,
steady growth, and that the pooled properties will continue to
enjoy a competitive advantage based on strategic on-airport
locations.


CARROLS CORP: Inks Amended & Restated Sr. Secured Credit Facility
-----------------------------------------------------------------
Carrols Corporation has completed the sale of $180 million of 9%
Senior Subordinated Notes due 2013, and that it has entered into
an amended and restated senior secured credit facility with a new
syndicate of lenders led by JPMorgan Chase Bank, N.A., which
provides for a $50 million five-year revolving credit facility and
$220 million of term loan B borrowings (which mature in six
years).  Carrols has also completed the previously announced cash
tender offer for its $170 million of outstanding 9-1/2% Senior
Subordinated Notes due 2008, Series B.  An aggregate of
$148,747,000 of the 9-1/2% Notes were tendered pursuant to the
tender offer and have been accepted for payment by Carrols.

Carrols has used the net proceeds from the sale of its 9% Senior
Subordinated Notes and the $220 million of term loan borrowings
under the amended and restated senior secured credit facility to:

   -- repay all outstanding borrowings to the lenders under its
      old senior secured credit facility,

   -- purchase the 9-1/2% Notes tendered in the tender offer, and

   -- irrevocably call for redemption the $21,253,000 remaining
      outstanding 9-1/2% Notes that were not tendered in the
      tender offer by irrevocably depositing with the Trustee an
      amount of funds sufficient to redeem such notes, including
      all accrued and unpaid interest to the date of redemption.

Also, Carrols will use approximately $137.1 million of the net
proceeds from the financings to make a distribution to its sole
stockholder, Carrols Holdings Corporation (which will, in turn,
make a distribution in the same amount to its stockholders) and to
its employee and director optionholders.

The new 9% Senior Subordinated Notes were offered and sold in the
United States to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933 and outside the United
States pursuant to Regulation S under the Securities Act.  The 9%
Senior Subordinated Notes have not been registered under the
Securities Act, or the securities laws of any state or other
jurisdiction, and may not be reoffered, sold, assigned,
transferred, pledged, encumbered or otherwise disposed of in the
United States without registration or an applicable exemption from
the registration requirements.  This announcement is neither an
offer to sell nor a solicitation of an offer to buy the new 9%
Senior Subordinated Notes.

                        About the Company

Carrols Corporation is one of the largest restaurant companies in
the U.S. currently operating 538 restaurants in 17 states.  
Carrols is the largest franchisee of Burger King restaurants with
350 Burger Kings located in 13 Northeastern, Midwestern and
Southeastern states.  It also operates two regional Hispanic
restaurant chains that operate or franchise more than 200
restaurants.  Carrols owns and operates 126 Taco Cabana
restaurants located in Texas, Oklahoma and New Mexico, and
franchises eight Taco Cabana restaurants.  Carrols also owns and
operates 62 Pollo Tropical restaurants in south and central
Florida and franchises 24 Pollo Tropical restaurants in Puerto
Rico (20 units), Ecuador (3 units) and South Florida.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 23, 2004,
Moody's Investors Service assigned ratings of B1 and B3,
respectively, to the proposed new bank loan and senior
subordinated notes of Carrols Corporation.  Net proceeds from the
new debt will pay a $141 million dividend to the equity owners and
refinance existing long-term debts.  Negatively impacting the
company's ratings are the company's high financial leverage and
the challenges in permanently stabilizing operations at Burger
King.  However, in spite of increasing debt to pay the sizable
dividend, the good performance and development potential of the
Pollo Tropical and Taco Cabana concepts benefit Moody's opinion of
the company.  The rating outlook is stable.


CHARTER COMMS: Closes $550 Million Sr. Floating Rate Debt Offering
------------------------------------------------------------------
Charter Communications, Inc.'s (Nasdaq: CHTR) indirect
subsidiaries, CCO Holdings, LLC, and CCO Holdings Capital Corp.,
have closed on the issuance of $550 million Senior Floating Rate
Notes due 2010.  The Notes have an annual interest rate of LIBOR
plus 4.125%, payable quarterly.  The intent to offer $500 million
principal amount of Notes was initially announced in a press
release on Dec. 1, 2004.  The increase to $550 million was
announced on Dec. 2, 2004, after the Notes were priced.

Charter plans to use the net proceeds from the sale of the Notes
to pay down debt and for general corporate purposes.

The Notes were sold to qualified institutional buyers in reliance
on Rule 144A and outside the United States to non-U.S. persons in
reliance on Regulation S.  The Notes have not been registered
under the Securities Act of 1933, as amended, and, unless so
registered, may not be offered or sold except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws.

                       About the Company

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

                         *     *     *

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


COMMUNITY HEALTH: Appoints Julia North to Board of Directors
------------------------------------------------------------
Community Health Systems, Inc., (NYSE:CYH) appointed Julia B.
North to its Board of Directors.  Ms. North will also be joining
the Board of Directors' Compensation and Governance and Nominating
Committees.

Over the course of her career, Ms. North has served in many senior
executive positions, including her service as president of
consumer services for BellSouth Telecommunications from 1994-1997,
where she was responsible for BellSouth's largest business unit,
serving 15 million customers in a nine-state region.  She also
held various marketing and customer service positions with
Southern Bell.  Ms. North presently serves on the Board of
Directors of Winn Dixie, Inc., Acuity Brands, Inc., MAPICS, Inc.,
and Simtrol, Inc.  She has a Bachelor of Arts degree from Baylor
University and a Masters Degree from Massachusetts Institute of
Technology.

"Judi North brings a unique and important perspective to Community
Health Systems' Board," said Wayne T. Smith, chairman, president,
and chief executive officer of Community Health Systems, Inc.  
"She has a wealth of experience in marketing, strategic planning
and product development, and her presence on the Board will
continue to ensure the strong, independent governance of our
organization.  We look forward to working together to execute
Community Health Systems' strategy to deliver value to our
shareholders and to the communities we serve."

As of December 14, 2004, the Company's board members are:

      -- W. Larry Cash,
      -- John A. Clerico,
      -- Dale F. Frey,
      -- John A. Fry,
      -- Harvey Klein, M.D.,
      -- Julia B. North,
      -- Wayne T. Smith, Chairman, and
      -- H. Mitchell Watson, Jr.

                       About the Company

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

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2004,
Moody's Investors Service assigned a B3 rating to Community Health
Systems' new $250 million senior subordinated notes due 2012,
issued at the parent holding company by Community Health Systems,
Inc.  The debt issue will be used to pay down the $240 million
balance on its revolving credit facility that the company drew
down following a repurchase and retirement of approximately half
of the 23.1 million shares sold by affiliates of Forstmann Little
& Co. on September 21, 2004.  Forstmann Little, which had been
Community Health's principal stockholders since 1996, sold all of
its beneficial ownership in the company at that time.

Ratings assigned:

   -- Community Health Systems, Inc. (Parent Holding Co)

      * $250 million Senior Subordinated Notes due 2012 -- rated
        B3

Ratings Affirmed:

   -- CHS/Community Health Systems, Inc. (Intermediate Holding Co)

      * $1.2 Billion Senior Secured Term Loan B due 2011 -- rated
        Ba3

      * $425 Million Senior Secured Revolver due 2009 -- rated Ba3

   -- Community Health Systems, Inc. (Parent Holding Co)

      * $287.5 Million 4.25% Convertible Subordinated Notes due
        2008, rated B3

      * Senior Implied Rating -- Ba3

      * Senior Unsecured Issuer Rating -- B2

      * Outlook -- stable


CONCERT INDUSTRIES: Superior Court Sanctions Plan of Arrangement
----------------------------------------------------------------
The Quebec Superior Court approved the final plan of compromise
and arrangement of Concert Industries Ltd. (TSX:CNG) pursuant to
the Companies' Creditors Arrangement Act of its Canadian operating
subsidiaries.  The Plan received overwhelming creditor approval on
Dec. 10, 2004.  The Plan relates only to Concert Fabrication Ltee,
Concert Airlaid Ltee and Advanced Airlaid Technologies Inc., the
Canadian operating subsidiaries, and their creditors.

The Canadian operating subsidiaries intend to complete the
implementation of their restructuring plan and emerge from
protection under the Companies Creditors Arrangement Act on
Dec. 31, 2004.  The successful completion of the restructuring
will enable the Concert operating subsidiaries to return to their
position as a strong market leader within the industry.

Pursuant to the Plan approved by its creditors and sanctioned by
the Court, shareholders of Concert Industries Ltd. will receive no
recovery and following implementation of the Plan, Tricap
Management Limited. will become the sole shareholder of the
Concert Canadian operating subsidiaries as described in more
detail in the Plan and related documents.  Accordingly, it is
expected that the public shares of Concert Industries Ltd. will be
delisted in the very short term.

                        About the Company

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

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


CSK AUTO: Redeems $14.9 Million Remaining Balance of 12% Sr. Notes
------------------------------------------------------------------
CSK Auto Corp. (NYSE: CAO) has completed the redemption of the
remaining $14,910,000 in aggregate principal amount of CSK Auto
Inc.'s 12% Senior Notes due 2006.  The redemption was funded with
existing cash on hand, and will result in a reduction in annual
interest expense of approximately $1,800,000.  In addition to the
payment of the principal amount, the company paid $1,789,200,
which represents $894,600 for an early redemption premium of 6% of
the principal amount outstanding and $894,600 for accrued and
unpaid interest through the date of redemption.  The company had
repurchased approximately 94% of the $280,000,000 initial
outstanding principal amount of such notes in January 2004
pursuant to a cash tender offer.

CSK Auto Corp. is the parent company of CSK Auto Inc., a specialty
retailer in the automotive aftermarket.  As of Oct. 31, 2004, the
company operated 1,129 stores in 19 states under the brand names
Checker Auto Parts, Schuck's Auto Supply and Kragen Auto Parts.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2004,
Standard & Poor's Ratings Services revised the outlook on CSK
Auto, Inc., to stable from positive due to weaker-than-anticipated
second quarter comparable sales results and expectations that
sales will continue to be soft.

At the same time, Standard & Poor's affirmed its ratings on the
Phoenix, Arizona-based automotive parts and accessories retailer,
including its 'B+' corporate credit rating.


DATATEC SYSTEMS: Wants to Retain Lowenstein Sandler as Counsel
--------------------------------------------------------------
Datatec Systems, Inc., and its debtor-affiliate, Datatec
Industries, Inc., ask the U.S. Bankruptcy Court for the District
of Delaware for permission to retain Lowenstein Sandler PC as
their general bankruptcy lead counsel.

The Debtors tell the Court that they've employed Lowenstein
Sandler since July 2004 to advise and assist them with bankruptcy-
related services prior to their chapter 11 petition.

Lowenstein Sandler is expected to:

   a) provide the Debtors with advice and prepare all necessary
      documents regarding debt restructuring, bankruptcy and asset
      dispositions;

   b) take all necessary actions to protect and preserve the
      Debtors' estates during the pendency of their chapter 11
      cases, including the prosecution of actions by the Debtors,
      the defense of actions commenced against the Debtors,
      negotiations concerning litigation in which the Debtors are
      involved and objecting to claims filed against the Debtors'
      estates;

   c) counsel the Debtors with regard to their rights and
      obligations as debtors-in-possession and appear in Court to
      protect their interests; and

   d) perform all other legal services for the Debtors which maybe
      necessary and proper in their chapter 11 proceedings.

Bruce Buechler, Esq., a Director at Lowenstein Sandler, is the
lead attorney for the Debtors' restructuring.  Mr. Buechler
discloses that the Firm received a $200,000 retainer prepetition.

Mr. Buechler reports Lowenstein Sandler's professionals bill:

       Designation               Hourly Rate
       -----------               -----------
       Members                   $285 - 535
       Senior Counsel             250 - 395
       Counsel                    240 - 325
       Associates                 150 - 260
       Legal Assistants            75 - 140

Lowenstein Sandler assures the Court that it does not represent
any interest adverse to the Debtors or their estates.

Headquartered in Alpharetta, Georgia, Datatec Systems, Inc., --
http://www.datatec.com/-- specializes in the rapid, large-scale  
market absorption of networking technologies.  The Company and its
debtor-affiliate filed for chapter 11 protection on Dec. 14, 2004
(Bankr. D. Del. Case No. 04-13536).  When the Company filed for
protection from its creditors, it listed total assets of
$26,400,000 and total debts of $47,700,000.


DATATEC SYSTEMS: Look for Bankruptcy Schedules by January 19
------------------------------------------------------------
Datatec Systems, Inc., and its debtor-affiliate, Datatec
Industries, Inc., ask the U.S. Bankruptcy Court for the District
of Delaware for an extension, through and including Jan. 19, 2005,
to file their schedules of assets and liabilities, statement of
financial affairs, and schedule of executory contracts and leases.

The Debtors tell the Court that a substantial amount of their time
and resources have been devoted to marketing efforts related to
the sale of their business as a going concern.

The Debtors add that their remaining employees' efforts must be
focused on attending to stabilizing their businesses and
preserving their assets in order to maximize their value for an
orderly sale of their assets.

Consequently, the Debtors must gather extensive information from
their various books and records that require substantial time and
effort on their part in order to accurately prepare and complete
the Schedules and Statements.

The Debtors assure the Court that the requested extension will not
prejudice their creditors and other parties in interest.

The Court will convene a hearing at 11:30 a.m., on Jan. 5, 2005,
to consider approval of the Debtors' motion.

Headquartered in Alpharetta, Georgia, Datatec Systems, Inc., --
http://www.datatec.com/-- specializes in the rapid, large-scale  
market absorption of networking technologies.  The Company and its
debtor-affiliate filed for chapter 11 protection on December 14,
2004 (Bankr. D. Del. Case No. 04-13536).  Bruce Buechler, Esq., at
Lowenstein Sandler PC and John Henry Knight, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors' restructuring.  When
the Company filed for protection from its creditors, it listed
total assets of $26,400,000 and total debts of $47,700,000.


DIAMOND TRIUMPH: S&P Cuts Ratings to B- & Says Outlook is Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings for Diamond Triumph Auto Glass
Inc. to 'B-' from 'B'.  At the same time, Standard & Poor's
removed the ratings from CreditWatch, where they had been placed
on Sept. 3, 2004.  Kingston, Pennsylvania-based Diamond Triumph,
one of the largest providers of automotive glass replacement and
repair in North America, had balance sheet debt totaling
$80 million at Sept. 30, 2004.  The outlook is negative.

"The downgrade reflects weakening financial performance resulting
from a combination of pricing pressures and poor market demand,"
said Standard & Poor's credit analyst Nancy Messer.  "The ratings
could be lowered if the company is unable to improve operating
performance and generate sufficient free cash flow to service its
debt and comply with its credit facility covenant."

Diamond Triumph operates about 257 owned service centers, 1,100
mobile installation vehicles, and six distribution centers in
45 states.  The company's current focus is on improving the
financial performance of its underperforming service centers and
reducing the number of redundant facilities.

Standard & Poor's is concerned that without a near-term
improvement in sales and a supportive benchmark rebalancing by
National Auto Glass Specification -- NAGS -- in February 2005,
Diamond Triumph will be unable to comply with its covenant in
2005, risking the loss of access to its revolving credit facility.   
The facility currently depends on the willingness of lenders to
waive the EBITDA covenant violation.  Inability to access the
credit facility would seriously constrain Diamond's financial
flexibility over the intermediate term, since a decline in cash
flow from current levels will jeopardize the company's ability to
service its debt.


DII/KBR: Takes Step Closer to Emergence from Bankruptcy
-------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the Western District of Pennsylvania stated that she would
sign four orders approving what Halliburton expects will be the
final motions filed by DII Industries, Kellogg Brown & Root and
other affected Halliburton subsidiaries in their chapter 11
proceedings.  One of the orders was for the approval of another
insurance settlement while the other three orders set out
processes and procedures for:

   -- funding the asbestos and silica trusts,
   -- paying claimants, and
   -- the smooth operation of the trusts.

Halliburton expects the Bankruptcy Court's confirmation order and
the District Court's affirmation order will become final on
Dec. 31, 2004, resolving the company's asbestos liability and
leading to the conclusion of the chapter 11 proceedings.

Headquartered in Houston, Texas, DII Industries, LLC, is the
direct or indirect parent of BPM Minerals, LLC, Kellogg Brown &
Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc.,
Kellogg Brown & Root Engineering Corporation, Kellogg Brown & Root
International, Inc., (Delaware), and Kellogg Brown & Root
International, Inc., (Panama).  KBR and its subsidiaries provide a
wide range of services to energy and industrial customers and
government entities in over 100 countries.  DII has no business
operations.  DII and its debtor-affiliates filed a prepackaged
chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case No.
02-12152).  Jeffrey N. Rich, Esq., Michael G. Zanic, Esq., and
Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent the
Debtors in their restructuring efforts.  On June 30, 2004, the
Debtors listed $6.255 billion in total assets and $5.295 billion
in total liabilities.


DP 8 LLC: Court Extends Exclusive Filing Period Until January 25
----------------------------------------------------------------
The Honorable George B. Nielsen of the U.S. Bankruptcy Court for
the District of Arizona gave DP 8, L.L.C., an extension, through
and including January 25, 2005, within which it has the exclusive
right to file a chapter 11 plan.

The Debtor filed a written motion asking the Court to extend its
exclusive period to file a chapter 11 plan until January 28, 2005,
and to extend the company's solicitation period through March 28,
2005.  Judge Nielsen will convene a hearing at 11:45 a.m., on
January 25, 2005 to consider the Debtor's motion.

The Debtor gives the Court four reasons militating in favor for
the extension of its exclusive periods:

   a) the Debtor is anticipating it will have a potential buyer
      for the various parcels of real properties where its has an
      ownership interest and the sale proceeds from those real
      properties can provide funding for a full payment plan of
      reorganization;

   b) the Debtor still has issues to resolve with the co-owners of
      some of the real properties and with other entities that now
      hold title to certain real property subject to options in
      favor of the Debtor;

   c) the Debtor is continuing to operate its business and pay its
      bills as they become due; and

   d) the extension will not prejudice the creditors and other
      parties in interest of the Debtor.

Headquartered in Mesa, Arizona, DP 8 L.L.C., a real estate  
developer, filed for chapter 11 protection on July 30, 2004  
(Bankr. Ariz. Case No. 04-13428).  Dale C. Schian, Esq., at Schian  
Walker PLC represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection, it listed $13,626,000 in  
total assets and $3,663,678 in total debts.


DRS TECH: Moody's Rates Proposed $200M Senior Sub. Notes at B2
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to DRS
Technologies' proposed $200 million senior subordinated notes, due
2013, which will be issued as an add-on to the company's existing
6-7/8 % senior subordinated notes due 2013.  The Company's senior
implied rating is Ba3, with a negative rating outlook.

Proceeds from the notes issued will be used to fund the
acquisition of NVEC for approximately $43 million, as well as for
general corporate purposes, including future acquisitions.

The ratings continue to reflect the company's strong operating
performance following the acquisition of IDT in 2003 and an
ongoing strong defense and civilian security business environment.   
Ratings also recognize the company's ability to prepay debt over
the past year, while generating substantial levels of free cash
flow.  Pursuant to the acquisition of NVEC and the issuance of
additional senior subordinated notes, the company will maintain
its strong liquidity position including both significant cash and
capacity under the existing revolving credit facility.  Moody's
projects the company to continue to generate cash flow well in
excess of interest and CAPEX over the next twelve months,
augmented by accretive earnings from recent acquisitions.  The
ratings recognize the potential for the company to pursue smaller
acquisitions and the likely ability of the company to fund any
future acquisitions with cash, avoiding further debt increases.   
The company does not have any significant near term debt
maturities.

The negative ratings outlook reflects the substantial increase in
leverage of $200 million, with relatively little contribution of
earnings and cash flow from the NVEC acquisition over the near
term.  While the transaction increases total indebtedness, Moody's
anticipates that DRS' continued earnings growth will allow the
company to operate at a sustained level of leverage below 4.5x
lease-adjusted debt/EBITDAR.  The ratings outlook may be adjusted
upwards if the company is able to demonstrate the ability to
maintain robust cash flow generation while successfully
integrating contemplated acquisitions, such that lease-adjusted
debt were to fall below 3.5x EBITDAR, EBIT/interest coverage were
to exceed 4.5x, and free cash flow were to exceed 10% of total
debt on a sustained basis.  Ratings or their outlook could be
revised downward if earnings or cash flows from acquired
businesses fail to contribute significantly to the company's
results, or if margins and growth of existing businesses fall,
possibly resulting in leverage (lease-adjusted debt/EBITDAR) of
over 4.5x for a sustained period, or EBIT/interest below 2.5x.

The Ba3 rating affirmed for the senior secured credit facilities,
the same as the senior implied rating, reflects the large amount
and priority of the secured debt over all other debt in the
capital structure.  The senior secured credit facilities are split
between a $175 million revolver maturing 2008 and $236 million
term loan maturing 2010.  The B2 rating of the combined
$500 million in senior subordinated notes, two notches below the
senior implied rating, reflects the notes' junior status in claim
behind all current senior commitments, as well as potential
additional senior debt, secured and unsecured.

Proceeds from the $200 million increase in the senior subordinated
notes maturing 2013, will be used to fund the $42.5 million
acquisition of NVEC, a company specializing in night vision
technology and thermal imaging, as well as for general corporate
purposes.  In Moody's opinion, the acquisition of NVEC is
strategically logical and poses only modest integration risk to
DRS, as it will provide the company with access to smaller
Homeland Security markets, and will likely be accretive to DRS.

The $200 million additional 6-7/8% notes offered will be fungible
to the existing $350 million Senior Subordinated notes, increasing
leverage to over 4.5x lease-adjusted debt/EBITDAR, and total debt
from $550 million at the end of September to about $750 million, a
36% increase in total debt, following the transaction.  The
increase in debt results in a similar degree of leverage reached
concurrent with the IDT acquisition in November 2003.  However,
over the past year the company has demonstrated the ability to use
excess free cash flow to prepay $42 million of term loan debt from
a level of $236 million as of December 2003 to $194 million as of
September 2004.  The company remains strongly free cash flow
positive with $99 million of free cash flow generated during the
LTM ended September attributed to effectively flat working capital
for the first six months of fiscal year 2005 and only modest
capital expenditure requirements of $30 million.  Moody's expects
the company to remain free cash flow positive and have ample
liquidity following the NVEC acquisition.  The company's revolving
credit facility remains undrawn with $136 million available after
considering $39 million in L/C usage at the end of September.  The
company's cash balance will increase from $72 million at the end
of September to approximately $232 million pro forma the
transaction.  EBIT/Interest coverage remains strong at close to
four times.

Moody's believes the cash flow profile of the company will be
augmented as the operating cash flows of recent acquisitions
materialize providing the company with the ability to continue
reducing leverage.  In addition to continued debt repayment,
Moody's believes the company will use excess cash generated from
current acquisitions and the increased notes offering to pursue
additional smaller, strategic acquisitions that contribute to the
company's portfolio of smaller high margin businesses within
strategic business units.

NVEC, Night Vision Equipment Company, headquartered in Allentown,
Pennsylvania, is a leading manufacturer of night vision and
thermal imaging technology primarily sourcing to the government
for use in combat operations.  NVEC had approximately $50 million
in LTM September 2004 revenue.

DRS Technologies, Inc., headquartered in Parsippany, New Jersey is
a significant second-tier supplier of defense electronics systems
to the U.S. military and intelligence agencies, major aerospace
and defense contractors, and international military forces.  DRS
operates through two major groups: C4I (Command, Control,
Communications, Computers and Intelligence Group), and SR Group
(Surveillance and Reconnaissance Group).  The company had LTM
September 2004 revenues of $1.26 billion.


ELIZABETH ARDEN: Moody's Ups Ratings, Citing Improved Cash Flow
---------------------------------------------------------------
Moody's Investors Service raised the long-term debt ratings of
Elizabeth Arden by one notch (senior implied rating to Ba3 from
B1) and affirmed the company's SGL-2 speculative grade liquidity
rating.  The ratings upgrade reflects Moody's assessment that the
company's improved cash flow and credit metrics are now at a level
that provides sufficient cushion relative to the potential
earnings volatility inherent in its business.  The company's
enhanced cash flow profile had been a key consideration in raising
Elizabeth Arden's SGL rating and placing the long-term ratings
under review in October 2004. Support for the rating action stems
from Elizabeth Arden's portfolio of long-lived classic brands, and
the expectation that management will appropriately support these
brands while taking a measured approach to new acquisition and
licensing opportunities.  The outlook is stable.

These ratings were affected:

   * Senior implied rating, to Ba3 from B1;

   * $225 million 7.75% senior subordinated notes due 2014, to B2
     from B3;

   * Senior unsecured issuer rating, to B1 from B2;

   * Speculative grade liquidity rating, affirmed at SGL-2.

Elizabeth Arden's new long-term rating levels and stable outlook
are prompted by the company's improved cash flow profile and debt
protection measures.  Elizabeth Arden:

   (a) has achieved strong year-over-year sales gains in the
       current calendar year through September 2004, on the
       strength of its new products, mass retail business, and
       recovery in the travel-related channels;

   (b) has aggressively managed its working capital; and

   (c) has maintained profit levels despite significant
       investments in new product launches.

In addition, cash benefits from facility consolidation efforts
(estimated $4-6 million annually) are beginning to be realized.   
These achievements follow RDEN's refinancing at much lower
interest rates earlier in the year and significant debt reduction
during its prior fiscal year (ended January 2004) from internal
cash generation and equity issuance proceeds.  As such, Elizabeth
Arden is expected to have materially reduced annual interest
expense going forward.  For the LTM period ended Sept. 30, 2004,
Moody's estimates RDEN's debt-to-EBITDA at approximately 4.0x
(including seasonal borrowings), EBITDA less capex to interest at
approximately 2.9x, and funds from operations less capex to debt
at approximately 14%, which are likely to improve into fiscal 2005
(ending June 2005).

Continued support for the ratings derives from Elizabeth Arden's
portfolio of owned and distributed brands and its historical focus
on innovation and customer service, which provide the company with
critical mass in a highly fragmented industry and strengthen its
relationships with retailers.  The ratings also benefit from
Elizabeth Arden's geographic and customer diversity, with only one
customer, Wal-Mart, representing over 10% of sales.  In addition,
the company's historical focus on managing classic brands somewhat
reduces its exposure to the fashion and faddish characteristics of
the fragrance industry.  Management's attention to cost controls
and asset efficiency also benefit the ratings, as evidenced by the
consolidation of its U.S. distribution centers.

The ratings are restrained by Elizabeth Arden's high seasonality,
economic and travel-related sensitivity, fierce competition and
significant brand support needs, and reliance on a few key brands
and spokespersons.  As a result, earnings and cash flow have the
potential to be volatile, a factor that restrains Elizabeth
Arden's ratings. Moderate business disruption risks are present in
Elizabeth Arden's reliance going forward on one U.S. distribution
center.

Although unexpected, negative rating pressures could arise from a
sustained erosion in profit levels (potentially due to
difficulties in continuing growth of the Elizabeth Arden brand or
failed new product launches), or from a deviation from
management's disciplined financial, strategic, and operational
initiatives.  In particular, Moody's could become uncomfortable
with the current rating levels if leverage trends into the
3.5-4.0x range (excluding seasonal borrowings) or if free cash
flow-to-debt drops materially below 10%.  Similarly, Moody's views
further rating upgrades as unlikely over the coming
year-to-eighteen month period, as such actions would require
additional product and brand diversification, the establishment of
a longer-term track record of brand support and new product
launches, leverage below 2.0x, operating margins greater than 10%,
and fixed-charge coverage over 3.0x.

The affirmation of the SGL-2 speculative grade liquidity rating
recognizes that strong positive annual cash flow, existing cash
balances and a $200 million senior secured revolving credit
facility provide good liquidity to fund the company's typical
seasonal operating needs over the coming twelve-month period.  Key
restraints to the rating are Elizabeth Arden's heavy reliance on
the revolver and its limited readily available sources of capital
in the event of unexpected shocks to its business.  The company's
revolver contains only one, easily achievable financial covenant
and provides the appropriate size, flexibility and borrowing base
advance rates to meet Elizabeth Arden's highly seasonal working
capital needs.  This seasonality results in Elizabeth Arden's
significant usage of the credit facility to fund operating losses
and inventory build for the holiday period, prior to collection
from customers upon sell-through.  Given the material upfront
promotion and advertising that support the company's brands and
its sensitivity to economic conditions and uncertain consumer
receptivity, unexpectedly weak sales over the holiday period could
result in reduced earnings and cash flows at the same time that
the collateral and borrowing base percentages are reducing.   
Although the company does have unpledged trademark assets their
value is not consistently reappraised and could deteriorate
substantially in a distress scenario.

The company entered into an amendment to its credit facility
effective September 30, 2004 that solidified its good liquidity
profile by extending the maturity to June 2009 from January 2006,
lowering availability thresholds that trigger covenant testing,
reducing borrowing costs, and improving borrowing access (higher
advance rates under borrowing base calculations and removal of
minimum availability requirements).  As of September 2004,
Elizabeth Arden had revolver borrowings outstanding of
approximately $152 million, cash balances of approximately
$20.5 million, and undrawn availability remaining under the
revolver was approximately $48 million, all in line with typical
seasonal patterns.  Moody's expects positive free cash flow for
the coming year (which could be supplemented by the sale of its
Miami Lakes property in excess of its mortgage balance), and takes
some comfort from Elizabeth Arden's historical success in managing
cash flow during difficult operating environments (such as the
post 9-11 period).  Further, Moody's anticipates that Elizabeth
Arden will exceed its only financial covenant, a fixed charge
covenant requirement of 1.1x, even under reasonably stressed
scenarios.  The fixed charge covenant only applies if average
borrowing availability declines to less than $25 million
($40 million from November 16 through May 15).  Based on Moody's
projections and excluding acquisition or capital transactions, the
availability threshold is not anticipated to be crossed over the
coming year.

Elizabeth Arden, Inc., headquartered in Miami Lakes, Florida, is a
global prestige fragrance and beauty products company.  The
company sells its products and distributes other brands through
prestige and mid-tier department stores, and through mass
merchandisers.  Elizabeth Arden's owned brand portfolio includes
several Elizabeth Arden brands, and it has an exclusive license
for the Elizabeth Taylor brands.  Sales for the trailing
twelve-month period ended September 30, 2004 were approximately
$845.2 million.


ENRON: ENA Wants Court Nod to Sell De Minimis Shares & Interests
----------------------------------------------------------------
Pursuant to the procedures governing the sale of de minimis
assets, Enron North America Corp. informs the U.S. Bankruptcy
Court for the Southern District of New York that it intends to
sell certain shares and interests:

  1) 10,911,382 publicly traded common shares of Nakornthai Strip
     Mill Public Company Ltd.

     Seller: ENA

     Buyer:  Unknown market buyer

     Price:  Based on its current market value, which is expected
             to be around $543,654, less a 25% liquidity or
             foreign exchange discount.

     ENA will sell the Assets over the Thai stock exchange through
     a third-party broker, AdviCorp PLC, that will charge a
     standard fee of about 2% of the proceeds, which ENA believes
     is the best way to obtain fair market value for the Assets.

  2) 14,983 publicly traded common shares of Wheeling-Pittsburgh
     Steel Corp.

     Seller: ENA

     Buyer:  Unknown market buyer

     Price:  Based on current market value of the Assets, which
             is expected to be around $470,000

     ENA will sell the Assets over NASDAQ through a third-party
     Broker.

  3) 50% limited partnership interest in Matagorda Terminal LP

     Seller: ENA

     Buyer:  Kirby Corp.

     Price:  $175,000

     ENA marketed the Asset to over 50 potential bidders.  Four
     bidders advanced to the second round of due diligence.  Only
     one bid for $175,000 was received.  Kirby, however, has
     elected to exercise its right of first refusal and desires to
     purchase the Asset.

     The value of ENA's interest in Matagorda is based on:

        (i) its level of control; and

       (ii) the cash distribution history.

     ENA has no control over the operations of Matagorda or its
     management, so long as Kirby operates within the dictates of
     the partnership agreement.  Cash distributions have steadily
     declined since May 2001.  Current valuations for pipeline and
     terminal assets of this size are three to four times
     Matagorda's cash flow.  Based on Matagorda's latest quarterly
     distribution of $9,000 and the latest twelve-month
     distributions of $40,000, the Asset is valued between
     $100,000 and $160,000.

     ENA believes that the Price reflects fair market value of the
     Asset.

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.


FALCON PRODUCTS: Using 30-Day Grace Period to Pay Bond Interest
---------------------------------------------------------------
Falcon Products, Inc. (Pink Sheets: FCPR), will utilize the 30-day
grace period relating to the payment of interest under its
outstanding $100 million 11-3/8% Senior Subordinated Notes due
2009.  The non-payment of the interest due December 15, 2004, does
not constitute an event of default under the Note indenture unless
such non-payment continues following the expiration of the 30-day
grace period on January 14, 2005.  No determination has been made
as to whether the Company will make the interest payment prior to
the expiration of the grace period and there can be no assurance
that the Company will be able to make such payment.

The Company plans to utilize the grace period to continue the
initiatives it has undertaken to improve its liquidity position.
The decision to utilize the grace period is not expected to affect
the Company's ability to serve its customers and pay its employees
and vendors in the ordinary course.  All of the Company's
facilities are continuing to operate and to fulfill orders for
customers.

The Company also announced that it is currently not in compliance
with one of its covenants under its senior credit facilities.  The
Company is seeking a waiver for this covenant violation as well as
a modification of the covenant, and a waiver of any default under
the senior credit facilities that may result from the utilization
of the grace period for interest on the Notes.

The Company has retained Imperial Capital LLC to serve as its
financial advisor and assist with its liquidity improvement
initiatives.

Falcon Products, Inc., is the leader in the commercial furniture
markets it serves, with well-known brands, the largest
manufacturing base and the largest sales force.  Falcon and its
subsidiaries design, manufacture and market products for the
hospitality and lodging, food service, office, healthcare and
education segments of the commercial furniture market.  Falcon,
headquartered in St. Louis, Missouri, currently operates
8 manufacturing facilities throughout the world and has
approximately 2,100 employees.


FALCON PRODUCTS: S&P's Corporate Credit Rating Tumbles to D
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Falcon Products, Inc., to 'D' from 'CCC'.  At the same
time, the rating on the subordinated debt was lowered to 'D' from
'CC'.

"These actions reflect the announcement by St. Louis, Missouri-
based Falcon that it will not make its interest payment due
Dec. 15, 2005, on its senior subordinated notes that mature in
2009," said credit analyst Martin S. Kounitz.

Falcon is a vertically integrated furniture manufacturer serving
the hotel, office, and food service sectors.  Its products include
hospitality seating, training and classroom furniture, and food
service products such as tables, bases, and millwork.


FRANK'S NURSERY: Has Exclusive Right to File Plan Until April 6
---------------------------------------------------------------
The Honorable Prudence Carter Beatty of the U.S. Bankruptcy Court
for the Southern District of New York gave Frank's Nursery &
Crafts, Inc., an extension, through and including April 6, 2005,
within which the Company -- and no other party-in-interest -- may
file a chapter 11 plan.  Until June 6, 2005, the Company has the
exclusive right to solicit acceptances for that plan from their
creditors.

The Debtor gave Judge Beatty five reasons warranting an extension:

   a) the Debtor's chapter 11 case is large and complex because it
      has thousands of creditors, a party to numerous executory
      contracts and unexpired leases, employs approximately 2,800
      employees and it has prepetition secured and unsecured debt
      obligations exceeding $130 million;

   b) the Debtor has made substantial progress in resolving the
      myriad issues facing its estates, including establishing
      procedures for the orderly disposition of its assets;

   c) the extension will not harm or prejudice the Debtor's
      creditors because the Creditors Committee and Kimco Capital
      Corp., the Debtor's primary lender, have continued to be
      involved in all aspects of the reorganization process;

   d) the extension will give the Debtor more time to finish its
      going our of business sales transactions by January and
      February 2005 and evaluate its interests in real property in
      order to accurately assess the value of its estate; and

   e) the Debtor is paying its ongoing expenses as they become
      due.

Frank's Nursery and its parent company, FNC Holdings, Inc., each
filed a voluntary chapter 11 petition in the U.S. Bankruptcy Court
for the District of Maryland on February 19, 2001.  The companies
emerged under a confirmed chapter 11 plan in May 2002.  Frank's
Nursery filed another chapter 11 petition on September 8, 2004
(Bankr. S.D.N.Y. Case No. 04-15826).  Allan B. Hyman, Esq., at
Proskauer Rose LLP represents the Debtor.  In the Company's second
bankruptcy filing, it listed $123,829,000 in total assets and
$140,460,000 in total debts.
  

FRANK'S NURSERY: Committee Hires Mesirow as Financial Advisors
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Committee of Unsecured Creditors of Frank's
Nursery & Crafts, Inc., permission to employ Mesirow Financial
Consulting as its financial advisors.

Mesirow Financial will:

   a) assist the Committee in the review of reports or filings
      including schedules of assets and liabilities, statements of
      financial affairs and monthly operating reports;

   b) review the Debtor's financial information, including
      analyses of cash receipts and disbursements, financial
      statement items and proposed transactions for which Court
      approval is required;

   c) review and analyze the reports regarding cash collateral and
      any debtor-in-possession financing arrangements and budgets;

   d) evaluate potential employee retention and severance plans;

   e) assist in identifying and implementing potential cost
      containment opportunities and asset redeployment
      opportunities;

   f) analyze assumption and rejection issues regarding executory
      contracts and leases and assist in preparing documents
      necessary for confirmation of a proposed plan of
      reorganization;

   g) advise and assist the Committee in negotiations and meeting
      with the Debtor and its lenders;

   h) assist the Committee with claims resolution procedures,
      including analyses of creditor claims by type and entity;

   i) litigation consulting services and expert witness testimony
      regarding confirmation issues, avoidance actions and other
      related matters; and

   j) assist the Committee in other functions and services that it
      requires for the Debtor's chapter 11 case.

Lisa Ashe, a Managing Director at Mesirow Financial, is the lead
professional performing services to the Committee.

Ms. Ashe reports Mesirow Financial's professionals bill:

       Designation                   Hourly Rate
       -----------                   -----------
       Senior Managing Director      $590 - 650
         and Managing Director
       Senior Vice President          480 - 570
       Vice-President                 390 - 450
       Senior Associate               300 - 360
       Associate                      190 - 270
       Paraprofessional               140

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

Frank's Nursery and its parent company, FNC Holdings, Inc., each
filed a voluntary chapter 11 petition in the U.S. Bankruptcy Court
for the District of Maryland on February 19, 2001.  The companies
emerged under a confirmed chapter 11 plan in May 2002.  Frank's
Nursery filed another chapter 11 petition on September 8, 2004
(Bankr. S.D.N.Y. Case No. 04-15826).  Allan B. Hyman, Esq., at
Proskauer Rose LLP represents the Debtor.  In the Company's second
bankruptcy filing, it listed $123,829,000 in total assets and
$140,460,000 in total debts.


G.L. MANUEL CONOCO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: G. L. Manuel Conoco Oil Co., Inc.
        P. O. Box 470
        Crowley, Louisiana 70527

Bankruptcy Case No.: 04-53038

Type of Business: The Debtor is a wholesaler of petroleum oils.

Chapter 11 Petition Date: December 15, 2004

Court: Western District of Louisiana (Opelousas)

Judge: Gerald H. Schiff

Debtor's Counsel: Gerald J. Casey, Esq.
                  1709 West Prien Lake Road #A
                  Lake Charles, LA 70601
                  Tel: 337-474-5005

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
------                        ---------------       ------------
Conoco                        Open account              $551,237
P.O. Box 2148
Ponca City, OK 74602

Vallero Petroleum             Open account              $167,940
PO Box 500
San Antonio, TX 78292

Broussard, Poche, Lewis       Services rendered          $29,223
P.O. Box 61400
Crowley, LA 70526

H&H Metal Contractors, Inc.   Judgment                   $28,910

Calcasieu Refinery Company    Open account               $23,425

Great American Insurance Co.  Suit on Open               $19,176
                              Account

R.L. Hall                     Open account               $10,609

NES Rental-Sulphur            Open account                $9,973

LWCC                          Workman's Comp.             $7,595
                              Insurance

Andrew's Transport, Inc.      Open account                $4,884

Petron                        Open account                $3,884

Nextel Partners               Open account                $3,461

American Express              Credit card                 $1,574

Cingular Wireless             Open account                  $623

Phoenix Pump                  Open account                  $421

Jack Olsta Co.                Open account                  $286

Stine Lumber Co.              Open account                  $283

Mike Guidry Services          Open account                  $225

A-1 Professional Answer Svc.  Open account                   $60

Kentwood Water                Open account                   $58


GENERAL ELECTRIC: Fitch Puts BB Rating on $18.6M Class D Certs.
---------------------------------------------------------------
Fitch rates GE Business Loan Trust -- GEBLT -- 2004-2:

     -- $657,000,000 (notional amount) class IO certificates
        'AAA';

     -- $655,745,277 class A certificates 'AAA';

     -- $52,161,556 class B certificates 'A';

     -- $18,629,127 class C certificates 'BBB';

     -- $18,629,127 class D certificates 'BB'.

The class IO and A ratings reflect credit enhancement provided by:

     * the subordination of the class B certificates (7%),
     * the class C certificates (2.50%),
     * the class D certificates (2.50%),
     * the spread account, and
     * expected excess spread.

The class B rating reflects credit enhancement provided by:

     * the subordination of the class C certificates,
     * class D certificates,
     * the spread account, and
     * expected excess spread.

The class C rating reflects credit enhancement provided by:

     * the subordination of the class D certificates,
     * the spread account, and
     * expected excess spread.

The class D rating reflects credit enhancement provided by the
spread account and expected excess spread.  The ratings address
the payment of interest and principal in accordance with the terms
of the legal documents.

The certificates are backed primarily by a pool of conventional
business loans and Small Business Administration Section 504
Program (SBA 504) loans made to small businesses.  The loans are
secured by first liens on owner-occupied or single-tenant retail,
office, industrial, or other commercial real estate. None of the
underlying business loans are insured or guaranteed by any
governmental agency.  The loans were originated by GE Commercial
Finance Business Property Corporation -- GECF -- and the Small
Business Finance -- SBF -- lending division of General Electric
Capital Corporation -- GECC.  This transaction represents the
fourth term securitization of loans originated by the GECF and SBF
business units.

The trust assets consist primarily of 337 business loans made to
306 borrowers.  The $745 million underlying collateral pool
consists of approximately $535 million (71.8%) of conventional
business loans originated by GECF and approximately $210 million
(28.2%) of SBA 504 loans originated by SBF.  The loans are secured
by first liens on owner-occupied or single tenant retail, office,
industrial, or other commercial real estate.  The pool is
diversified geographically, with loans from 41 states.  

The largest state concentrations are in:

               * California (19.3%),
               * Texas (9.3%),
               * Florida (8.8%),
               * Washington (5.7%) and
               * New Jersey (4.7%).

Fitch took into consideration both quantitative and qualitative
factors in evaluating GEBLT's credit enhancement structure. After
reviewing historical default and recovery data on both an annual
and static pool basis to develop an expected loss rate, Fitch
analyzed cash flows reflecting stressed default rates, recovery
rates, and recovery timing lags under several default timing
scenarios.  

Fitch also assessed borrower and balloon payment concentrations
over the life of the transaction.  This review included a
quarterly comparison of top borrower concentrations with expected
credit enhancement.  Fitch's ratings also took into consideration:

   (1) the historical delinquency and loss performance of GECF
       and SBF;

   (2) the origination, underwriting, and servicing experience
       of GECF and SBF;

   (3) the role of GECC as master servicer; and

   (4) the sound legal and payment structure.

The IO certificates will receive fixed-rate interest payments. The
class A, B, C and D certificates will pay floating-rate interest
based on a spread over one-month London Interbank Offered Rate --
LIBOR, and principal will be paid to the class A, B, C and D
certificates on a pro rata basis.

The interest rate swap counterparty is General Electric Capital
Services, Inc., a subsidiary of General Electric Company.  The
class IO, A, B, C, and D certificates were privately placed
pursuant to Rule 144A.


GENERAL NUTRITION: Moody's Junks $215M Senior Subordinated Notes
----------------------------------------------------------------
Moody's Investors Service downgraded all ratings of General
Nutrition Centers, Inc., including the Bank Loan to B2 from B1 and
the 8.5% senior subordinated notes (2010) to Caa1 from B3.  
Moody's expectation that sales and debt protection measure trends
will remain poor over the medium-term, the uncertainty regarding
long-term strategy, and the need for continuous product
development prompted the downgrade.  Providing credit support are
the belief that the company will obtain the announced bank loan
amendment, Moody's opinion that free cash flow will not fall below
break-even in spite of continued weak sales, and potential
advantages from GNC's position as the leading retailer of vitamin,
mineral, & nutritional supplement -- VMS -- products.  The rating
outlook is stable.

Ratings lowered are:

   * $358 million secured Bank Facility to B2 from B1,

   * $215 million of 8.5% senior subordinated notes (2010) to Caa1
     from B3,

   * Senior implied rating to B2 from B1, and the

   * Long-term unsecured issuer rating to B3 from B2.

Moody's does not rate the 12.0% redeemable preferred stock.

Constraining the ratings are the poor sales results over the
previous two quarters as low-carbohydrate food products have
become more widely available, the challenges in achieving sales
initiatives and operating efficiency gains over the next year, and
uncertainty regarding the long-term strategy during a period of
transition in senior management.  The need for continuous
innovation given the short life cycle of many new VMS products,
the intense competition within the fragmented VMS retailing
industry, and the practice of providing financial support to the
majority of new domestic franchisee stores (while acknowledging
that over the medium-term most new store development will be
outside the U.S. and Canada) also adversely impact the ratings.
Over the longer term, failure to resolve the rapidly accreting
redeemable preferred stock at the holding company level also will
become a concern.

However, credit strengths are Moody's expectation that free cash
flow will remain modestly positive, the positive contribution to
corporate overhead from most company-operated stores, and
potential scale advantages in purchasing and marketing as the
leading VMS retailer.  The revenue diversity from operations
across many geographies, several revenue categories, and a large
franchisee base and the purchase frequency from the large base of
loyalty card customers also reduce the potential risks to the
company's business plan.

The stable rating outlook reflects our expectation that:

   (1) the company will succeed in negotiating a bank amendment
       that is appropriate for likely performance,

   (2) free cash flow will not become negative while total revenue
       and average unit volume recover, and

   (3) GNC will drive incremental traffic with a steady pipeline
       of new products.

Continued declines in retail margin from further deterioration in
store performance, permanent usage of the revolving credit
facility, or substantial incremental investment in working capital
would place downward pressure on the ratings.  Financial
difficulties at a significant proportion of franchisees also would
negatively impact the ratings, given exposure to franchisees
derived from $240 million of royalty payments and wholesale
revenue, $23 million of direct loans, and approximately
1,321 subleased store locations.  Over the longer term, ratings
could rise as fixed charge coverage comfortably exceeds 2 times,
lease adjusted leverage falls toward 5 times, and the system
expands both from new store development (particularly in
international markets) and existing store performance.

The B2 rating on the bank loan (comprised of a $75 million
Revolving Credit Facility and a $283 million Term Loan B)
considers that this debt is secured by substantially all of the
company's tangible and intangible assets.  The bank loan is rated
at the same level as the senior implied rating because of:

   (1) the high proportion of the bank loan in the company's debt
       structure, and

   (2) the uncertainty of collateral coverage given that
       intangible assets such as trade names, leasehold
       improvements, and other intangibles make up about 33% of
       total assets.

Moody's expects that the revolving credit facility will provide
adequate liquidity for seasonal working capital needs and
occasional cash flow timing differences, but will not become
permanent capital.

The Caa1 rating on the senior subordinated notes considers that
this debt is guaranteed by the company's wholly owned domestic
operating subsidiaries.  As of September 2004, this subordinated
class of debt is contractually subordinated to significant amounts
of more senior obligations including the secured bank loan,
approximately $14 million of mortgages, and about $80 million of
trade accounts payable.  In a hypothetical default scenario with
the revolving credit facility fully utilized, Moody's believes
that recovery for this subordinated class of debt would partially
rely on residual enterprise value.

Lease adjusted leverage equaled 6.0 times (based on gross rent
without netting out subrental income) and fixed charge coverage
was 1.8 times for the twelve months ending September 30, 2004.   
Comparable store sales declined by 3.2% and 10.7% in the second
and third quarters of 2004, respectively, principally due to
substantial declines in the diet category as low-carbohydrate
products have become widely available at many retailers.  Revenue
and margins had been pressured for the previous several years
because of the lack of exciting new products to drive incremental
sales and the abrupt declines of ephedra sales in 2002 and
low-carbohydrate sales in 2004.  Moody's anticipates that
franchisees will open most new stores over the next several years
and that a portion of cash flow after interest expense and
maintenance capital expenditures will be available for
discretionary purposes.

General Nutrition Centers, Inc., with headquarters in Pittsburgh,
Pennsylvania, retails vitamin, mineral, and nutritional supplement
products domestically and internationally through about 5700
company-operated and franchised stores.  Revenue for the twelve
months ending September 2004 was about $1.4 billion.


GLOBAL CROSSING: Final Settlement Restores $79 Mil. for Retirees
----------------------------------------------------------------
A federal district court in New York City has approved a final
settlement of $79 million for the benefit of workers and retirees
of the Global Crossing retirement plan.

"Plan fiduciaries have a responsibility to protect the long-term
pension security of their workers," said U.S. Secretary of Labor
Elaine L. Chao.  "The court's approval of this settlement
restoring millions to pay retirement benefits is a victory for
workers, retirees and their families who are covered by the
Global Crossing 401(k) plan.  This year, the Administration
achieved monetary results totaling $3.1 billion for retirement,
401(k), health and other programs."

In addition to the restitution that was recovered in the private
litigation, the settlement prohibits the company's executives from
acting as fiduciaries to ERISA-covered benefit plans for five
years unless the Department of Labor gives prior approval.  The
settlement covers the two former inside directors of Global
Crossing, Thomas Casey (former Chief Executive Officer) and Gary
Winnick (former Chairman of the Board), as well as the three
former members of the Employee Benefits Committee, Dan J. Cohrs,
Joseph Perrone, and John Comparin.  The Secretary entered into
settlement with Global Crossing's former officers and directors in
connection with the private class action lawsuit filed on behalf
of the plan participants.

The 401(k) plan lost tens of millions of dollars when its
extensive stock holdings in Global Crossing stock became
virtually worthless after the company filed for bankruptcy in
2002.

The settlement resolves the Labor Department's investigation
of the Global Crossing Retirement Savings Plan.  The department's
EBSA regional office in Los Angeles and the Office of the
Solicitor conducted a comprehensive investigation of Global
Crossing's ERISA plans.  The investigation was coordinated
through President Bush's Corporate Fraud Task Force.

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)


GREAT PLAINS ENERGY: Inks $550 Million 5-Year Credit Facility
-------------------------------------------------------------
Great Plains Energy Incorporated (NYSE: GXP) disclosed the
successful syndication of a $550 million, 5-year credit facility.   
The new Great Plains Energy credit line replaces a $150 million,
364-day line that matures in March 2005 and a $150 million, 3-year
facility that matures in March 2007.

Concurrently with this closing, the Company's regulated electric
utility subsidiary, Kansas City Power & Light Company -- KCP&L,
completed syndication of a $250 million facility, also with a
5-year term.  This facility replaces $155 million in 364-day
bilateral credit lines KCP&L had in place with seven individual
banks.

The facilities were syndicated on a combined basis and were
oversubscribed at $905 million.  Allocations were made among the
16 participating institutions to reach the final combined total of
$800 million, which represented a $100 million increase over the
original target of $700 million.  JP Morgan and Bank of America
co-led the transaction.

"We are pleased to have completed these transactions," commented
Andrea Bielsker, Chief Financial Officer.  "Both Great Plains
Energy and Kansas City Power & Light were able to obtain an
increased level of committed liquidity for a 5-year period, with
more attractive pricing and covenants than our previous lines.  
This successful transaction is evidence that our bank group
supports our Company's operations and strategic direction.  These
lines give us significant additional flexibility to meet liquidity
requirements as we execute our strategy in the years ahead."

The Company also announced that 2005 earnings guidance will be
released in February 2005.  This timing will allow KCP&L to gain
additional regulatory clarity with regard to potential generation
and environmental initiatives.

Great Plains Energy Incorporated (NYSE:GXP) --
http://www.greatplainsenergy.com/-- headquartered in Kansas City,  
MO, is the holding company for Kansas City Power & Light Company,
a leading regulated provider of electricity in the Midwest; and
Strategic Energy LLC, a competitive electricity supplier.  

                         *     *     *

As reported in the Troubled Company Reporter on June 8, 2004,
Standard & Poor's Ratings Services assigned its preliminary rating
of 'BBB-' to Great Plains Energy Inc.'s senior and subordinated
unsecured debt securities, and 'BB+' to the trust-preferred
securities filed by the energy holding company under a
$648.2 million shelf registration filed with the SEC on April 15,
2004.

At the same time, Standard & Poor's affirmed the company's
ratings, including the 'BBB' corporate credit rating.  The
affirmation incorporates the expectation that a significant
portion of any debt issuance under the shelf will be used for debt
refinancing or repayment.  The outlook is stable.


GRUPO TMM: S&P Places Junk Ratings on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit and other ratings on Grupo TMM S.A. on CreditWatch with
positive implications.  The CreditWatch placement followed Kansas
City Southern's announcement that it has reach an agreement with
TMM to take control of TFM S.A. de C.V.

The CreditWatch Positive listing for TMM means that the ratings
could be raised or affirmed based on the possibility that its
financial profile could improve if the merger with KCS is
completed.  The ratings on TMM could be affirmed if no transaction
is consummated and its business and credit profiles remain
unchanged.

"We will monitor developments and resolve the CreditWatch
placement after both TMM and KCS shareholders approve the
transaction, and financing plans have been announced," said
Standard & Poor's credit analyst Juan P. Becerra.

The rating on the company reflects its still-weak financial
profile, higher concentration in the railroad industry, low
liquidity, and minor cash-flow generation.

Headquartered in Mexico City, TMM provides a combination of ocean
and land transportation services.  TMM currently holds 41.2% of
TFM, while KCS holds 38.8%.  Although both together hold 80% of
TFM, they represent 100% of the voting stake (51.8% TFM and 48.5%
KCS).


HAYES LEMMERZ: Establishes $75M Receivable Securitization Program
-----------------------------------------------------------------
Hayes Lemmerz International, Inc., (NASDAQ: HAYZ) established an
accounts receivable securitization facility with Citigroup which
will provide up to $75M in funding from a commercial paper conduit
administered by Citicorp North America, Inc.  Liquidity provided
by the facility is expected to be used to replace early payment
programs discontinued by the domestic automakers and for general
corporate purposes.  Funding made under the facility will have an
initial all-in cost of approximately Libor plus 1.25% and the
facility termination date is December 3, 2007.

"The securitization facility provides an additional source of
liquidity for the Company and will provide savings compared to the
cost of the early payment programs discontinued by the domestic
automakers," said James Yost, Hayes Lemmerz' Chief Financial
Official.

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


HERBALIFE LTD: Prices Initial Public Offering at $14 Per Share
--------------------------------------------------------------
Herbalife Ltd., formerly known as WH Holdings (Cayman Islands)
Ltd. (NYSE:HLF), reported the initial public offering of
14,500,000 common shares, 13,500,000 of which are being sold by
Herbalife and 1,000,000 of which are being sold by certain
shareholders of Herbalife, at a price of $14 per share.  Herbalife
has granted the underwriters a 30-day option to purchase an
additional 2,175,000 shares at the initial offering price to cover
over-allotments, if any.

The shares will be listed and commence trading tomorrow, Dec. 16,
on the New York Stock Exchange under the symbol HLF.  The offering
was made through an underwriting syndicate led by Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co.
Incorporated, who acted as joint book-running managers.  Banc of
America Securities LLC, Credit Suisse First Boston LLC, and
Citigroup Global Markets Inc. acted as co-managers.

A copy of the prospectus relating to these securities may be
obtained from:

               Merrill Lynch & Co.
               4 World Financial Center
               New York, New York 10080
               Tel. No. 212-449-1000

                  -- or --

               Morgan Stanley
               Attn: Prospectus Department
               1585 Broadway
               New York, New York 10036
               Tel. No. 212-761-4000

                       About the Company

Herbalife is a global network marketing company offering a range
of science-based weight management products, nutritional
supplements and personal care products intended to support weight
loss and a healthy lifestyle.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 11, 2004,
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating to Herbalife International Inc.'s proposed $225 million
credit facility.  A recovery rating of '2' was also assigned to
the loan, indicating an expectation for a substantial (80%-100%)
recovery of principal in the event of a default.

Subsequently, all ratings on Herbalife and parent WH Holdings
Ltd., including the 'BB-' corporate credit rating, were placed on
CreditWatch with positive implications.  The CreditWatch placement
is based on Herbalife's proposed recapitalization, which is
expected to result in a strengthened financial profile.  Upon
completion of the proposed recap transactions, Standard & Poor's
expects to raise the company's corporate credit rating by one
notch to 'BB' with a stable outlook.


HIGH VOLTAGE: Philip Martineau to Replace Russ Shade as CEO
-----------------------------------------------------------
High Voltage Engineering Corporation hired Philip M. Martineau to
be its Chief Executive Officer as of Dec. 15, 2004.  Mr.
Martineau, who will also join the company's board of directors,
will replace Mr. Russ Shade, who has resigned as CEO and retired
from the board effective immediately.

Mr. Martineau, 56, served most recently as Executive Vice
President and Group President for HNI Corporation (NYSE: HNI).  
Mr. Martineau has a unique career emphasis in electrical/power
products, including generator sets and controls, uninterruptible
power system products -- UPS, and industrial and automotive
batteries.  Also, his background includes extensive international
business experience, including residency in Asia for five years as
well as direct responsibility for manufacturing and sales
organizations in Europe, North America, and Asia.  His career
includes senior executive roles at "best of the best" global
manufacturing companies such as Emerson Electric/Liebert, Illinois
Tool Works/Miller Electric, Pacific Dunlop Australia/GNB, and
Cummins Engine/Onan Corporation.  Mr. Martineau is a degreed
Electrical Engineer (BSEE at A.S.U.), and completed his Masters
degree (MIM) at the American Graduate School of International
Management.

"I am very pleased to accept this position with High Voltage,"
stated Mr. Martineau.  "I look forward to working with the people
of High Voltage Engineering, whose dedication, tenacity and hard
work led to the company's recent and successful restructuring.  
With the Chapter 11 proceedings behind us, we are now able to
concentrate our energies on strengthening our relationships with
our customers and vendors and creating value for our
shareholders."

Mr. Shade, who will continue to work with the company as a
consultant, stated: "It has been my great pleasure serving as High
Voltage's CEO and President.  The company is well positioned to
expand its global presence in the marketplace, aided in large part
by its recent emergence from Chapter 11 bankruptcy proceedings.  
With Phil coming aboard, and the Chapter 11 proceedings complete,
it is time for me to pursue new opportunities.  I look forward to
working with Phil and the full board over the next few months to
ensure a smooth transition."

Finally, Mr. Eugene Davis, Chairman of the High Voltage
Engineering's board of directors, stated: "On behalf of the board,
I'd like to thank Russ Shade for his hard work and dedication to
the company.  We wish him every success in his future endeavors."

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

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


HIGH VOLTAGE: Delays Filing Quarterly Financial Reports
-------------------------------------------------------
High Voltage Engineering Corporation disclosed that certain
unaudited quarterly financial information for the period ended
Oct. 30, 2004, which is to be delivered to the company's
shareholders on or prior to Dec. 14, 2004, pursuant to its
Shareholders Agreement dated as of Aug. 10, 2004, will not be
distributed on such date.  The delay in preparation and delivery
of this information is primarily related to the implementation of
fresh start accounting under "Statement of Position (SOP) 90-7
Concerning Financial Reporting by Entities in Reorganization under
the Bankruptcy Code.  The company expects to deliver this
information to its shareholders on or before Dec. 29, 2004.

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

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


HUDSON'S BAY: Renews $200 Million Securitization Program
--------------------------------------------------------
Hudson's Bay Company has renewed $200 million of its $900 million
credit card receivables securitization program, which had been
scheduled for liquidation and payment beginning Jan. 31, 2005.  
Hbc has agreed with its existing counterparty, a highly rated,
independent trust, to extend such date to Jan. 31, 2007, or later
in certain circumstances.  Hbc's securitization program was
originally established in 1997 and the $200 million transaction
subject to extension was originally completed in 1998.

Under the Program, Hbc sells undivided co-ownership interests in
pools of its credit card receivables to independent trusts.  The
aggregate outstanding amount of the securitized receivables varies
depending on the volume of credit card transactions and payments.  
The undivided co-ownership interests in excess of those of the
trusts' are retained by and belong to Hbc.  The retained interest
must be maintained at a minimum level between 17% and 21% of the
aggregate amount of the trusts' invested amounts under the
Program.  The level represents an increase of between 2% and 3%,
which increase was agreed to in connection with the extension.  
The extension is not expected to have any other material financial
or accounting implications for Hbc.

Hudson's Bay Company (S&P, BB+ Long-Term Corporate Credit and
Senior Unsecured Debt Ratings, Negative Outlook), established in
1670, is Canada's largest department store retailer and oldest
corporation.  The Company provides Canadians with the widest
selection of goods and services available through retail channels
including more than 500 stores led by the Bay, Zellers and Home
Outfitters chains.  Hudson's Bay Company is one of Canada's
largest employers with 70,000 associates and has operations in
every province in Canada. Hudson's Bay Company's common shares
trade on The Toronto Stock Exchange under the symbol "HBC".


IDI CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: IDI Construction Company, Inc.
        P.O Box 746
        New York, New York 10018

Bankruptcy Case No.: 04-17881

Type of Business: The Debtor is engaged in the construction
                  industry.

Chapter 11 Petition Date: December 15, 2004

Court: Southern District of New York (Manhattan)

Judge: Prudence Carter Beatty

Debtor's Counsel: Marilyn Simon, Esq.
                  Marilyn Simon & Associates
                  280 Madison Avenue, 5th Floor
                  New York, NY 10016   
                  Tel: 212-751-7600
                  Fax: 212-686-1544

Total Assets: $5,645,400

Total Debts:  $18,550,000

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Seele, L.P.                                           $2,342,938
337 Fifth Avenue, 6th Floor
Attn: Allen Tarek, Esq.
New York, NY 10016

On Par Contracting            Trade                   $2,313,338
230 South 5th Avenue
Mount Vernon, NY 10550

Prestige Decorate &           Trade                     $737,576
Wallcover
27 William Street
New York, NY 10005

Sage Electrical Contracting                             $661,880
651 Willowbrook Road,
Ste. 201
Staten Island, NY 10314

United Airconditioning Corp.  Trade                     $606,138
52-16 34th Street
Long Island City, NY 11101

Pace Plumbing Corp.           Trade                     $536,104
41 Box Street
Brooklyn, NY 11222

King Freeze Mechanical Corp.                            $467,018
130 W. 29th Street
New York, NY 10001

S&G Woodworking Inc.          Trade                     $406,093
1155 Manhattan Avenue
Brooklyn, NY 11222

Mason Tenders DC Trust Funds                            $387,871
520 Eighth Avenue
New York, NY 10018

Matros Autom Elec Const Corp  Trade                     $363,801
214 West 29th Street
New York, NY 10001

The Invironmentalists                                   $346,907
95 Madison Avenue
New York, NY 10016

Precision Int Construction                               Unknown
20 Railroad Street
Huntington Station, NY 11746

Precision Interior Const.     Trade                     $290,546
20 Railroad Street
Huntington Station, NY 11746

Conserve Electric Inc.        Trade                     $284,603
2100-04 Artic Avenue
Bohemia, NY 11716

S&J Mechanical Corp.                                    $264,117
2221-6 Fifth Avenue
Ronkonkoma, NY 11779

Coordinated Metals, Inc.                                $244,178

US Food Service Contract Des                            $238,785

NJS Architectual Wood Work                              $203,584

Newtown Corporation                                     $199,443

A.D. Winston Corp.            Trade                     $198,064


INERGY LP: S&P Assigns B- Ratings to $400M Senior Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to propane distributor Inergy L.P.  At the same
time, Standard & Poor's assigned its 'B-' rating to Inergy's
$400 million senior unsecured notes.  The outlook is stable.

Pro forma for the note offering and the public common unit
offering of about $130 million, Kansas City, Missouri-based Inergy
will have about $460 million of debt.

Ratings are based on these concerns:

   (1) The challenge of managing and integrating the acquisition
       of Star Gas Propane L.P., which more than doubles sales and
       may be more difficult than the company envisions;


   (2) The master limited partnership structure, especially with
       higher distribution levels, does not favor credit quality;
       and

   (3) Exposure to external factors such as weather and commodity
       prices that can result in somewhat volatile financial
       performance.

"Inergy's $400 million issuance of senior unsecured notes will be
used primarily to fund the Star Gas Propane acquisition," noted
Standard & Poor's credit analyst Andrew Watt.  "The issuance will
also help to reduce the company's secured credit facility
borrowings," he continued.  Inergy is also planning a private
equity offering of between $90 million and $115 million, which is
expected to occur at the close of the acquisition.

The stable outlook assumes a successful equity offering to
partially finance the Star Gas Propane acquisition.  Ratings
stability is also contingent on successful future acquisitions
that are reasonably priced and financed with a balanced mix of
debt and equity consistent with the company's current financial
profile.


INN OF THE MOUNTAIN: S&P Revises Outlook on B Ratings to Stable
---------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on the Inn
of the Mountain Gods Resort and Casino to stable from negative due
to improved operating performance, a modest improvement to credit
measures, and the expectation that steady performance will
continue as the expansion project nears completion.

In addition, Standard & Poor's affirmed its 'B' corporate credit
and 'B' senior unsecured debt ratings.  Total debt outstanding at
Oct. 31, 2004, was approximately $202 million.

The ratings on Mescalero, New Mexico-based Inn of the Mountain
Gods, the entity formed to own and operate the casino and resort
operations for the Mescalero Apache Tribe, reflect the
enterprise's narrow business focus by operating in a single
market, and risks associated with operating a larger resort
facility once the expansion is complete.

Consolidated EBITDA during each of the past three fiscal years has
exceeded $23 million.  In addition, EBITDA margins have exceeded
35%, which is good relative to commercial gaming companies, as a
result of a low-cost structure and favorable current compact
agreement with the state of New Mexico.

In an effort to expand and modernize its existing casino and hotel
operations, and to capitalize on excess demand, Inn of the
Mountain Gods has undertaken a two-phased expansion project. The
first phase, the Travel Center casino, was completed in May 2003
at a cost of $16 million (which was funded by the Tribe).  The
second phase will be the new Inn of the Mountain Gods Resort and
Casino.  Inn of the Mountain Gods entered into a fixed price
contract for the Phase II construction costs and the total cost of
the project is expected to be $171 million.  The facility will be
located on the site of the old hotel and is expected to resolve
some of the capacity constraints currently experienced at the
Casino Apache.  It is the intent of management to cross-market the
new property with the Travel Center in an effort to expand its
customer base and promote the property as a destination resort.  
93% of the hard costs have been expended through Oct. 31, 2004,
and the new facility is expected to open on time in April 2005.


INTEGRATED HEALTH: Ready to Send Payments to Premiere Creditors
---------------------------------------------------------------
Judge Walrath authorizes IHS Liquidating, LLC, to make an initial
distribution to the holders of Allowed Premiere Unsecured Claims
as provided in the Chapter 11 Plan of Integrated Health Services,
Inc., and its debtor-affiliates.

IHS Liquidating will maintain in the Disputed Premiere Unsecured
Claims Account cash equal to the difference between the total
amounts distributed to holders of Allowed Premiere Unsecured
Claims and $1,770,000.

Moreover, IHS Liquidating will hold the Disputed Premiere
Unsecured Claims Reserve exclusively for the benefit of the
disputed claimholders.  Judge Walrath prohibits IHS Liquidating in
using the Reserve funds to pay other claimholders, except as
ordered by the Court with notice to the Angell Creditors and a
hearing.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
Feb. 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.  
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the HIS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue No.
86; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERLINE BRANDS: Prices 12.5 Mil. Shares in IPO at $15 Each
------------------------------------------------------------
Interline Brands, Inc., disclosed the pricing of its initial
public offering of 12,500,000 shares of its common stock at
$15.00 per share, all of which were offered by Interline Brands,
Inc.  The shares have been approved to trade on The New York Stock
Exchange under the symbol "IBI".  Interline Brands will use the
net proceeds of the offering to:

   -- repay a portion of Interline Brands' indebtedness,

   -- make cash payments in respect of Interline Brands' preferred
      stock, and

   -- terminate the interest rate swap agreements of Interline
      Brands.

Any remaining proceeds will be available for general corporate
purposes.  The underwriters have been granted an option to
purchase up to an additional 167,000 shares of common stock from
the Company and up to an additional 1,708,000 shares of common
stock from certain stockholders of the Company to cover over-
allotments, if any.  The Company will receive no proceeds from
sales of common stock by stockholders.

Credit Suisse First Boston LLC and Lehman Brothers Inc. are joint
bookrunning managers of the offering.

The registration statement relating to the initial public offering
of shares of common stock has been declared effective by the
Securities and Exchange Commission.  The offering of these
securities will be made only by means of a prospectus, copies of
which may be obtained from:

               Credit Suisse First Boston
               Prospectus Department
               One Madison Avenue, Level 1B
               New York, N.Y. 10010
               Tel: 212-325-2580

                  -- or --

               Lehman Brothers Inc.
               c/o ADP Financial Services
               Integrated Distribution Services
               1155 Long Island Avenue
               Edgewood, N.Y. 11717
               Tel: 631-254-7106

                       About the Company

Interline Brands, Inc., is a direct marketing and specialty
distribution company with headquarters in Jacksonville, Florida.
Interline provides maintenance, repair and operations products to
professional contractors, facilities maintenance professionals,
hardware stores, and other customers across North America and
Central America.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2004,
Moody's Investors Service has upgraded the ratings of Interline  
Brands, Inc., contingent upon the completion of its proposed  
$200 million initial public offering of its stock and a concurrent  
refinancing of its bank credit facility.  After the upgrade, the  
rating outlook is stable.

Ratings upgraded:

   * Senior implied rating, to B1 from B2,

   * Issuer rating, to B2 from B3,

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

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

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

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

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


INTERSTATE GENERAL: Receives Delisting Notice from AMEX
-------------------------------------------------------
Interstate General Company L.P. (Amex: IGC; PCX) received notice
from the American Stock Exchange (AMEX) that it is not in
compliance with requirements for continued listing of the
Company's units on AMEX.  The deficiencies cited by the AMEX are:

   -- the Company's unit holders' equity is less than $6 million,
      and

   -- the Company has had losses from continuing operations in
      each of its five most recent fiscal years.

The Company previously disclosed in its most recent Form 10-QSB
that, "The Company may not at present or at the end of this fiscal
year meet certain of the standards for continued listing of its
units on the American Stock Exchange relating to its financial
condition and operating results, and the exchange may therefore at
any time delist the Company's units."

Further, pursuant to the AMEX's letter, for the Company to
maintain the AMEX listing, it must submit a plan by Jan. 10, 2005,
advising the AMEX of action it has taken and will take that will
bring it into compliance with the continued listing standards
within a maximum of 12 months of receipt of the AMEX's notice.  
The Company's management had several discussions with AMEX
officials prior to receipt of the AMEX's letter formally advising
it of its failure to meet the continued listing standard.  In
those conversations management informed the AMEX staff that the
Company does not have available resources to bring the Company
into compliance within 12 months, and accordingly does not
anticipate that it will submit a plan.  The Company therefore
expects that the AMEX will notify the Company shortly of the
involuntary delisting of its units.

The Company's board of directors, at a meeting on Dec. 6,
considered alternatives available to the Company in the event that
its units were delisted including the transfer of the Company's
real estate assets in St. Charles, Maryland to a liquidating trust
for the benefit of its unit holders.  If this action is taken it
is expected, subject to the advice of counsel, that the stock of
Interstate Waste Technologies, Inc., and Caribe Waste
Technologies, Inc. will continue to be held by the IWT/CWT Trust
in which the unit holders of IGC have an 87 percent beneficial
interest.  It is not expected that the beneficial interests in the
IGC liquidating trust or the IWT/CWT Trust will be publicly
traded.  The purpose of the IGC liquidating trust will be to sell,
as expeditiously as prudently possible, IGC's remaining real
estate assets and distribute the net proceeds to the trust's
beneficiaries.

There are no agreements in place for the future funding of IWT and
CWT.  Possible funding sources being explored are bringing in new
investors in an offering in Puerto Rico pursuant to a private
placement memorandum, finding a strategic partner for CWT's Puerto
Rico project and/or the Company and possibly obtaining funding
from IGC's affiliate, Interstate Business Corporation.

Management will continue to consider all available alternatives to
enable the board of directors to reach a decision on the Company's
future direction, if possible, prior to the end of December.

                        About the Company

Interstate General Company L.P.'s principal activities are to
develop and sell residential and commercial land and to find
innovative solutions for disposal of municipal waste.  The real
estate activities include community development, development and
ownership of rental apartments and real estate management
services.  The Group also pursues waste disposal contracts with
municipalities and government entities as well as industrial and
commercial waste generators.

                        Financial Position

Mr. Wilson's January 20, 2004, letter to unitholders summarized
IGC's current financial position.  In short, with the exception of
Puerto Rico, IGC is not able to fund waste project development
efforts, pending outside project-by-project investor funding.
IGC's first priority is to obtain an equity investor(s) for its
Puerto Rico project.

On the real estate side, IGC's two priorities are:

   (a) obtain an equity investor in its Brandywine project, and

   (b) complete land permitting for its Towne Center South
       apartment project and refinance the underlying 30-acre
       parcel.

The Company received a "going concern" qualification in the
opinion of its independent auditors for its 2002 financial
statements.  The Company has received a similar qualification in
its independent auditor's opinion for its 2003 financial
statements.  The Company expects to incur further losses in 2004
and to be severely constrained financially unless and until an
equity investor is obtained for its Brandywine project and
development equity is obtained for its Puerto Rico waste project.

In its Form 10-QSB for the quarterly period ended Sept. 30, 2004,
filed with the Securities and Exchange Commission, Interstate
General posts a $1,504,000 net loss in Sept. 2004 compared to a
$696,000 net loss from the previous year.


KAISER ALUMINUM: Committee Wants to Examine James McAulliffe
------------------------------------------------------------
The Official Committee of Retired Salaried Employees appointed in
the chapter 11 cases of Kaiser Aluminum Corporation and its
debtor-affiliates asks the United States Bankruptcy Court for the
District of Delaware's permission to conduct examination of James
E. McAuliffe, Jr., Kaiser Aluminum Corporation and its debtor-
affiliates' Vice-President, Human Resources.

As previously reported, the Debtors sought and obtained the
Court's authorization under Section 1114 of the Bankruptcy Code to
modify or terminate the retiree benefits of the Debtors' retired
salaried employees and their covered spouses and dependents.  The
Debtors and the Retirees Committee reached a settlement providing
for compensation, including permitting the Retirees to elect
"COBRA coverage under the KACC Employees Group Insurance Program
for Active Employees," in exchange for the termination of
benefits.

Frederick B. Rosner, Esq., at Jaspan Schlesinger Hoffman, LLP, in
Wilmington, Delaware, states that the Settlement provided that
"[m]onthly premiums for COBRA coverage shall be determined by an
actuary selected by the Company based on a reasonable estimate of
the cost of providing COBRA coverage for similarly situated
beneficiaries."  The Debtors selected Hewitt Associates as the
actuary that would determine the 2005 monthly premiums for COBRA
coverage for the Retirees.  The Retirees Committee believes that
the increase in premiums from 2004 to 2005 is unusually high.  
The Retirees Committee seeks to investigate the determination of
the 2005 premiums by the Debtors and Hewitt.

Mr. Rosner relates that the Debtors declined a request by the
Retirees Committee for data the Debtors had provided to Hewitt in
connection with the determination of the 2005 premium.  According
to the Debtors, they had no obligation under ERISA to provide that
data.  The Retirees Committee asserts that it has the right, power
and duty to review the data to investigate the determination of
the 2005 premiums.

Section 1114(b)(2) of the Bankruptcy Code provides that
"[c]ommittees of retired employees appointed by the court pursuant
to this Section shall have the same rights, powers, and duties as
committees appointed under Sections 1102 and 1103 . . . for the
purpose of carrying out the purposes of Sections 1114 and
1129(a)(3) and, as permitted by the court, shall have the power to
enforce the rights of persons . . . as they relate to retiree
benefits."

Moreover, under Section 1103(c)(2), "[a] committee appointed under
Section 1102 [of the Bankruptcy Code] may . . . investigate the
acts, conduct, assets, liabilities, and financial conditions of
the debtor, the operation of the debtor's business and the
desirability of the continuance of such business, and any other
matter relevant to the case or to the formulation of a
plan. . . ."

Mr. Rosner notes that since the Debtors have refused, and
continues to refuse, voluntarily to provide the Retirees
Committee with information requested by the Retirees Committee in
connection with its investigation of the determination of the
2005 monthly premiums for COBRA coverage for the Retirees under
the Settlement, it is necessary that the Retirees Committee
promptly examine Mr. McAuliffe as to the acts or conduct of the
Debtors and other relevant matters in connection with the
determination.

On November 29, 2004, the Retiree Committee's counsel left a
voicemail message for the Debtors' counsel in an attempt to
arrange a mutually agreeable date, time, place, and scope of an
examination of Mr. McAuliffe.  The Debtors' counsel did not return
the call.  Consequently, no agreement could be reached.

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)


KANSAS CITY SOUTHERN: Moody's Affirms Low-B Ratings
---------------------------------------------------
Moody's Investors Service affirmed the debt ratings of The Kansas
City Southern Railway Company -- KCR -- and its holding company
parent, Kansas City Southern -- KSU -- senior implied at B1,
senior secured bank loans at Ba3, senior unsecured notes at B2.   
The rating outlook remains negative.

This affirmation follows the announcement that KSU will acquire
the 51% voting interest in Grupo Transportacion Ferroviaria
Mexicana, S.A. de C.V. ('Grupo TFM', senior unsecured at B2,
negative) currently held by Grupo TMM, SA.  If the transaction is
completed, KSU will own approximately 76% of TFM, Mexico's
northeastern railroad, with the Government of Mexico holding the
remaining interest.  The transaction is subject to a number of
conditions, including review by the Department of Justice and
approval by KSU's shareholders for the new shares to be issued.

KCRs ratings already considered the potential for this
transaction, and the proposed terms are similar to the previous
second quarter, 2003 agreement between KSU and Grupo TMM.  The
affirmation recognizes that KCR will increase its debt by
approximately $79 million to fund the cash portion of the deal, as
well as issue a $47 million PIK note to certain Grupo TMM
shareholders payable by KSU if certain conditions are satisfied.  
The rating affirmation also takes into account the operating
performance of the domestic railroad, which has improved on a year
over year basis, as well as the favorable near term prospects for
KCR's business.

The negative outlook reflects that the long-standing issues of the
Value Added Tax claim and the potential for a put of the TFM
shares held by the Mexican Government remain unresolved.  Should
both the VAT and potential put be resolved on terms that are
economically neutral, and provided the operations of KCR remain
fluid, the rating outlook could be changed to stable.  The VAT
claim and the put are separate matters that involve different
agencies within Mexico.  Moody's are particularly concerned about
the put which, if exercised by the Government, would ultimately
become a liability of KSU in an amount which the company may not
be able to fund without further negative rating pressure unless
additional equity were issued.  Moody's points out, however, that
technical aspects of the put mechanism are being reviewed by a
lower court in Mexico and the ability of the Government to
exercise the put has been stayed by the court since October 2003.

Moody's do not expect that KCR will directly support the Grupo TFM
debt nor will Grupo TFM guaranty the KCR obligations, although KSU
will consolidate Grupo TFM for financial reporting purposes.  In
addition, there are some impediments to upstreaming cash from
Grupo TFM to KSU, including specific restrictions in the TFM debt
instruments as well as tax matters.  Consequently, Moody's will
continue to view KCR and Grupo TFM separately.  KCR's debt ratings
will be based on the debt protection characteristics of KCR's
domestic operations and the value of its investment in Mexico, the
value of which would improve with control of Grupo TFM.

KCR's railroad operations have improved and the business outlook
is favorable.  Nonetheless, because of the railroad's high
operating cost structure and limited pricing power because of its
size, along with the interest burden resulting from a leveraged
capital structure, financial results are comparatively weak.  
Moody's anticipates breakeven free cash flow for the current year,
and potentially negative free cash flow over the near term
depending on the level of KCR's locomotive purchases.  Moody's
also notes that a substantial portion of KCR's debt can be
attributed to its investment in the Mexican railroad.  KCR has yet
to receive a cash return for this investment, and the investment
produces financial leverage that is high considering the long-term
cash generating capacity of its domestic railroad.

The bank Term Loan B (due 2008) will be upsized to $250 million
from the current amount of $150 million.  The Term Loan B, and the
bank Revolver (maturing 2007) will continue to be secured by
substantially all of KCR's domestic assets and will be guaranteed
by KCR's domestic operating subsidiaries and KSU.  Asset
protection for debt holders is substantial -- under a liquidation
scenario asset coverage is a multiple of the secured debt.  
Because of the security, the secured debt is notched up one notch
from the senior implied rating.  Also, because the senior
unsecured notes are effectively subordinated to the secured bank
debt, the senior unsecured debt is notched down one notch from the
senior implied rating.

Ratings affirmed:

   * The Kansas City Southern Railway Company:

     -- senior implied at B1; senior secured at Ba3;
     -- senior unsecured at B2.

   * Kansas City Southern

     -- issuer rating at B3;
     -- Convertible Perpetual Preferred at Caa1

Kansas City Southern, based in Kansas City Missouri, operates a
Class I railway and has interests in Mexico and Panama


KANSAS CITY SOUTHERN: S&P Places Ratings on CreditWatch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Kansas
City Southern and unit Kansas City Southern Railway Co., including
its 'BB-' corporate credit ratings on both entities, on
CreditWatch with negative implications.  This follows the rail
company's announcement that it has reached an agreement with Grupo
TMM S.A. (TMM; CCC/Stable/--) to take control of Grupo
Transportacion Ferroviaria Mexicana S.A. de C.V. -- TFM, the main
privatized freight railroad in Mexico.

"Based on preliminary information, Standard & Poor's believes that
the planned acquisition of TFM, as currently proposed, would
likely result in an affirmation of Kansas City Southern ratings or
a one notch downgrade," said Standard & Poor's credit analyst Lisa
Jenkins.  A similar deal was proposed in April 2003.  However, the
prospects of the deal became uncertain in August 2003 when TMM
shareholders voted against the deal, despite the fact that the
controlling shareholder of TMM is also the chairman and chief
executive of TMM.  The two companies have now entered into an
amended agreement, which has been approved by the boards of both
companies.

Standard & Poor's also assigned its 'BB+' rating and a recovery
rating of '1', indicating high expectation of full recovery of
principal in the event of default, to Kansas City Southern Railway
Co.'s term loan bank facility, which is being increased to
$249.25 million from $149.25 million.  Ratings on the bank debt,
which is guaranteed by parent Kansas City Southern and certain
subsidiaries, were also placed on CreditWatch with negative
implications as a result of the TFM announcement.  To resolve the
CreditWatch listing, Standard & Poor's will meet with management
to discuss the financial and strategic implications of the deal
and will assess the operating prospects for both Kansas City
Southern and TFM.  While the proposed deal should enhance the
company's business profile, increased financial risk following the
completion of the transaction will make the company more
vulnerable to cyclical pressures.

Kansas City Southern is a Class 1 (major) railroad, but it is
significantly smaller and less diversified than its peers.  Its
core rail operations cover a 10-state region that includes
Missouri, Kansas, Arkansas, Oklahoma, Mississippi, Alabama,
Tennessee, Louisiana, Texas, and Illinois.

Since the late 1990s, Kansas City Southern has maintained an
ownership interest in TFM.  TFM's economic ownership interest is
currently split as follows:

               * Kansas City Southern, 37.3%;
               * Grupo TMM S.A., 38.8%; and
               * the Mexican government, 23.9%.


LANDRY'S RESTAURANTS: S&P Rates Planned $450 Sr. Sec. Loan at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
casual dining restaurant operator Landry's Restaurants Inc.'s
proposed $450 million senior secured bank loan, comprising a
$150 million term loan and a $300 million revolving credit
facility.  In addition, a '2' recovery rating was assigned to the
loan, indicating the expectation for substantial (80%-100%)
recovery of principal in the event of a default.

Also, a 'B' rating was assigned to the company's proposed
$400 million senior unsecured note offering. The notes will be
issued under Rule 144A with registration rights.

In addition, Standard & Poor's assigned its 'BB-' corporate credit
rating to the company.  The outlook is negative.

The senior unsecured note offering is rated two notches below the
corporate credit rating because of the significant amount of
priority debt ahead of these notes in the capital structure.  
Proceeds from the offering will be used to repay existing debt and
to finance an investment in an unrestricted subsidiary.  The
unrestricted subsidiary could use the proceeds to make
acquisitions, investments in new lines of business in the
hospitality and entertainment business (including gaming
operations), stock repurchases, or a combination of the above.

"The ratings reflect Landry's participation in the highly
competitive casual dining sector of the restaurant industry, its
growth-through-acquisition strategy, the inherent difficulties in
operating multiple concepts, a very aggressive financial policy,
and the high leverage that results from the recapitalization,"
said Standard & Poor's credit analyst Robert Lichtenstein.  "These
risks are only partially offset by the company's established
presence in the causal seafood dining sector of the restaurant
industry, good locations for its restaurants, and adequate
financial flexibility."


LEHMAN ABS: S&P Junks Class B-1 Issue & Rates Class M-2 at BB
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on nine
classes from Lehman ABS Manufactured Housing Contract Trust Series
2001-B and removed them from CreditWatch with negative
implications, where they were placed Dec. 6, 2004.  The 'AAA'
rating on class A-7 from this transaction is not affected, as it
benefits from an insurance policy issued by Ambac Assurance Corp.
(AAA/Stable/--).

The lowered ratings reflect the worse-than-expected performance
trends displayed by the underlying pool of manufactured housing
contracts, which were originated by CIT Group/Sales Financing,
Inc., and the resulting deterioration of credit support available
to cover losses on the affected classes.

The performance trends associated with the pool of manufacturing
housing contracts, which support the rated certificates, have
continued to deteriorate since Standard & Poor's last rating
actions in April 2004.  With a pool factor of approximately 67%,
the trust has experienced cumulative net losses of 5.83% after
37 months of performance.  In addition, repossession inventory
(as a percentage of the current pool balance) is significant at
4.41%.  Furthermore, the percentage of the collateral pool that
comprises receivables that are 30 or more days delinquent
(excluding accounts already in repossession inventory) is 11.60%;
of this amount, more than 50% are loans that are 90-plus days
delinquent.

The recovery rate on liquidated collateral has been relatively
flat, at an average rate of approximately 30% for the past 12
months.  The cumulative recovery rate for this transaction is
about 28%.  However, the high level of monthly losses and
insufficient excess spread has caused overcollateralization to
decrease substantially over the course of the past 24 months,
declining from its highest level of 2.77% (of the initial
collateral balance) in November 2002 to its current level of 0.79%
of the original collateral balance.

On April 6, 2004, Standard & Poor's lowered its ratings on classes
M-1, M-2, and B-1 from this transaction and removed them from
CreditWatch negative, where they were placed Jan. 26, 2004.  At
the same, the 'AAA' ratings on the class A certificates were
affirmed.
   
     Ratings Lowered and Removed from CreditWatch Negative
  Lehman ABS Manufactured Housing Contract Trust Series 2001-B
   
                           Rating
             Class   To              From
             -----   --              ----
             A-1     AA+             AAA/Watch Neg
             A-2     AA+             AAA/Watch Neg
             A-3     AA+             AAA/Watch Neg
             A-4     AA+             AAA/Watch Neg
             A-5     AA+             AAA/Watch Neg
             A-6     AA+             AAA/Watch Neg
             M-1     A-              AA-/Watch Neg
             M-2     BB              BBB+/Watch Neg
             B-1     CCC             BB/Watch Neg


LEHMAN MANUFACTURED: Moody's Rates Classes II-A1 & II-A2 at B3
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of the
certificate classes of the Lehman Manufactured Housing
Asset-Backed Trust, 1998-1 resecuritization.  The rating action
concludes Moody's rating review, which began on August 26, 2004.

The transaction was a resecuritization of 15 classes of
certificates from 11 Green Tree manufactured housing
securitizations, which were issued during the period of 1995
through 1997.  The ratings on these underlying securities, which
are the only source of payment for the Lehman 1998-1 certificates,
were either Aaa or Aa3 at the time the deal was issued.  The
ratings on the Lehman 1998-1 certificates are based primarily on
the ratings on the underlying classes of certificates, which have
subsequently been downgraded.

The complete rating actions are:

Issuer: Lehman Manufactured Housing Asset-Backed Trust, 1998-1

   * Interest-Only Class I-IO certificates, rated Aaa, downgraded
     to Aa3

   * 6.635% Class I-A1 certificates, rated Aaa, downgraded to A1

   * Interest-Only Class II-IO certificates, rated Aa3, downgraded
     to B2

   * 6.545% Class II-A1 certificates, rated Aa3, downgraded to B3

   * 7.033% Class II-A2 certificates, rated Aa3, downgraded to B3

The loans are currently being serviced by Green Tree Servicing
LLC, which acquired the servicing portfolio of GreenPoint's
manufactured housing loans and related assets in November 2004.


LEVI STRAUSS: Launching $375M Sr. Debt Offer via Private Placement
------------------------------------------------------------------
Levi Strauss & Co. is commencing a private placement of an
expected $375 million of Senior Notes due 2015.  The Senior Notes
will rank equally with all of the company's other unsecured
unsubordinated indebtedness.

The company intends to use the gross proceeds of the proposed
offering to refinance (whether through a tender offer, payment at
maturity, repurchase, defeasance or otherwise) $375 million
principal amount of the $450 million aggregate principal amount of
the company's 7.00% notes due Nov. 1, 2006.

The securities offered will not be registered under the Securities
Act of 1933, as amended, or any state securities laws, and unless
so registered, may not be offered or sold in the United States,
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act
and applicable state securities laws.

Levi Strauss & Co. is one of the world's leading branded apparel
companies, marketing its products in more than 110 countries
worldwide.  The company designs and markets apparel for men, women
and children under the Levi's(R), Dockers(R) and Levi Strauss
Signature(TM) brands.

                         Bankruptcy Risk

While any company with debt obligations could make the same
statement, Levi Strauss said in a Form 8-K filed with the SEC
yesterday:

     If we are unable to service our indebtedness or repay or
     refinance our indebtedness as it becomes due, we may be
     forced to sell assets or we may go into default, which could
     cause other indebtedness to become due, result in bankruptcy
     or an out-of-court debt restructuring, preclude full payment
     of the notes and adversely affect the trading value of the
     notes.  

The statement was included in a list of updated risk factors in
connection with the private placement transaction.  A full-text
copy of the regulatory filing containing this disclosure is
available at no charge at:

     http://www.sec.gov/Archives/edgar/data/94845/000119312504214234/d8k.htm

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 21, 2004,
Fitch Ratings does not anticipate any rating implications from
Levi Strauss & Co.'s announcement that it will retain the Dockers
business.

Fitch rates Levi's:

   * $1.7 billion senior unsecured debt 'CCC+',
   * $650 million asset-based loan, ABL, 'B+', and
   * $500 million term loan 'B'.

The Rating Outlook is Negative.


LEVI STRAUSS: Commencing Cash Tender Offer for Sr. Notes Due 2006
-----------------------------------------------------------------
Levi Strauss & Co. has commenced a cash tender offer for up to
$375,000,000 aggregate principal amount of its $450,000,000 7.00%
Notes due 2006.  The tender offer will expire at 12:00 midnight,
New York City time, on Wednesday, Jan. 12, 2005, unless extended
or earlier terminated by the Company.

Under the terms of the offer, the Company is offering to purchase
a portion of the outstanding Notes for a total consideration based
on the yield to maturity of the 2.50% U.S. Treasury Note due
Oct. 31, 2006, plus a fixed spread of 75 basis points, in addition
to paying accrued and unpaid interest for the period up to but
excluding the settlement date of the offer.  Holders who tender at
or prior to 5:00 p.m., New York City time, on Wednesday,
Dec. 29, 2004, will receive the total consideration, which
includes an early tender premium of $20.00 per $1,000 principal
amount.  If the aggregate principal amount of Notes validly
tendered and not properly withdrawn exceeds $375,000,000, the
Company will accept Notes for purchase on a pro rata basis based
on the principal amount of Notes tendered.  Payment for tendered
Notes will be made in same day funds on the first business day
after the expiration of the offer, or as soon as practicable
thereafter.

The Company currently intends to enter into a secured or other
financing in 2005 that will provide proceeds sufficient to enable
it to repurchase or otherwise refinance the remaining
approximately $75 million principal amount of 2006 notes.

The tender offer is conditioned upon the satisfaction of certain
conditions, including the consummation by the Company before the
expiration of the tender offer of an offering of notes in a
capital markets transaction with gross proceeds of at least
$375,000,000.  If any of the conditions are not satisfied, the
Company is not obligated to accept for payment or pay for, and may
delay the acceptance for payment of, any tendered Notes, and may
even terminate the tender offer.  Full details of the terms and
conditions of the tender offer are included in the Company's Offer
to Purchase dated Dec. 15, 2004.

Citigroup Global Markets, Inc., will act as the Dealer Manager for
the tender offer.  Requests for documents may be directed to
Georgeson Shareholder Communications Inc., the Information Agent,
at (212) 440-9800 or (877) 868-4958.

Levi Strauss & Co. is one of the world's leading branded apparel
companies, marketing its products in more than 110 countries
worldwide. The company designs and markets apparel for men, women
and children under the Levi's(R), Dockers(R) and Levi Strauss
Signature(TM) brands.

                        Bankruptcy Risk

While any company could make the same statement, Levi Strauss said
in a Form 8-K filed with the SEC yesterday

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 21, 2004,
Fitch Ratings does not anticipate any rating implications from
Levi Strauss & Co.'s announcement that it will retain the Dockers
business.

Fitch rates Levi's:

   * $1.7 billion senior unsecured debt 'CCC+',
   * $650 million asset-based loan, ABL, 'B+', and
   * $500 million term loan 'B'.

The Rating Outlook is Negative.


MARINER HEALTH: S&P Withdraws Low-B Ratings After Acquisition
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Mariner
Health Care, Inc.  A private company, National Senior Care, has
completed its acquisition of Mariner, whose debt has been repaid.

As reported in the Troubled Company Reporter on Jul. 2, 2004,
Standard & Poor's Ratings Services placed its 'B+' corporate
credit, 'BB-' secured debt, and 'B-' subordinated debt ratings on
Atlanta, Georgia-based Mariner Health Care, Inc., on CreditWatch
with negative implications.

"The CreditWatch placement follows the company's announcement of
its pending acquisition by National Senior Care, Inc., for
$1 billion, including the assumption of Mariner's outstanding
long-term debt," said Standard & Poor's credit analyst David P.
Peknay.  As of March 31, 2004, Mariner's long-term debt totaled
$385 million.


METRON TECH: Changes Name to Nortem & Begins Liquidating Process
----------------------------------------------------------------
Metron Technology N.V. (n/k/a Nortem N.V. [Nasdaq:MTCH]) disclosed
that Applied Materials, Inc., has acquired the worldwide operating
subsidiaries and businesses of Metron, as approved by Nortem's
shareholders at its 2004 annual general meeting of shareholders.  
In connection with the consummation of the asset sale to Applied
Materials, Metron Technology N.V. changed its name to "Nortem
N.V." and began the liquidation process.  

Under the terms of the asset sale, Applied Materials:

   -- acquired the outstanding shares of Nortem's worldwide
      operating subsidiaries and substantially all of the other
      assets of Nortem, including, but not limited to, Nortem's
      intellectual property and technology and all cash and cash
      equivalents, other than an amount equal to $2,000,000 plus
      cash received prior to closing upon exercise of warrants and
      options; and

   -- assumed certain liabilities of Nortem, paid to Nortem
      $84,567,158 in cash and agreed to reimburse Nortem for
      amounts related to certain Netherlands surtax liabilities
      and withholding obligations and certain other costs and
      expenses.

As described in the company's Definitive Proxy Statement filed
with the U.S. Securities and Exchange Commission on Nov. 12, 2004,
shareholders of Nortem will receive two or more liquidating
distributions.  The initial distribution is currently expected to
be made in the first two months of 2005, and the final cash
distribution would be made when all liabilities of the company
have been satisfied, which is currently expected to be within six
months following the closing.  The amount and timing of the
described distributions are dependent upon a variety of factors,
including the timing of winding up Nortem's business and
dissolving, and the costs, expenses and time involved in
satisfying Nortem's current liabilities and obligations and those
incurred by Nortem following the closing of the asset sale.

Immediately following the consummation of the asset sale, Peter
Verloop and Charles Roffey were appointed as Nortem's liquidators,
having been previously approved as liquidators by Nortem's
shareholders at Nortem's 2004 annual general meeting of
shareholders.  Also, Mr. Roffey was appointed as the principal
executive officer and principal financial officer of Nortem.

Effective as of the consummation of the asset sale, each of the
managing directors and officers of Nortem resigned as managing
directors and officers of Nortem, and Edward D. Segal, Nortem's
former Chief Executive Officer and Managing Director; Dennis R.
Riccio, Nortem's former President, Chief Operating Officer and
Managing Director; Gregory S. Geskovich, Nortem's former Vice
President Fab Solutions Group and Managing Director; and Peter
Postiglione, Nortem's former Vice President Equipment Solutions
Group, have each entered into employment agreements with Applied
Materials.  In addition, effective as of the consummation of the
asset sale, Robert Anderson and William George resigned as
supervisory directors of Nortem.

                        About the Company

Metron Technology N.V. provides outsource solutions to the
semiconductor industry.  Metron is focused on delivering
outsourcing alternatives to semiconductor device manufacturers,
original equipment manufacturers -- OEM's -- and suppliers of
production materials.  The Company provides semiconductor device
manufacturers with an alternative for outsourcing non-core,
critical functions of the wafer fabrication facility -- fab.


MORTGAGE CAPITAL: S&P Pares Ratings on Classes H & J to Single-B
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of Mortgage Capital Funding Inc.'s multifamily/commercial
mortgage pass-through certificates series 1996-MC1.  Concurrently,
ratings are affirmed on three other classes from the same
transaction.

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

As of the Dec. 15, 2004, remittance report, the collateral pool
consisted of 92 loans with an aggregate principal balance of
$220.618 million, down from 162 loans totaling $482.4 million at
issuance.  The master and special servicer, GMAC Commercial
Mortgage Corp. -- GMACCM, provided year-end 2003 debt service
coverage -- DSC -- figures for 98% of the pool. Based on this
information, Standard & Poor's calculated a weighted average DSC
of the outstanding loans at 1.52x, up from 1.45x at issuance.  To
date, the pool has experienced realized losses on two loans
totaling $1.7 million dollars (0.4% of pool balance).  All of the
loans in the pool are current.

The top 10 loans have an aggregate outstanding balance of
$87.8 million (39.8% of the pool balance).  The weighted average
DSC for the top 10 loans is 1.49x, up slightly from 1.41x at
issuance.  Standard & Poor's reviewed property inspection reports
provided by the master servicer for all of the assets underlying
the top 10 loans.  Eight of the 10 assets were characterized as
"good", while one was characterized as "excellent" and one as
"fair".  One of the loans appears on the watchlist.

GMACCM's watchlist consists of nine loans with an aggregate
outstanding balance of $20.8 million (8.9%).  The two largest
loans on the watchlist are secured by a retail and health care
property.  

The retail property, The Harnett Crossing Shopping Center loan
(10th largest loan), is a 247,928-sq.-ft. retail center in Dunn,
North Carolina.  The property is encumbered by a $5.6 million
mortgage. Wal-Mart ('AA') has physically vacated the space, which
has caused other tenants to forego renewing their leases.  Wal-
Mart's lease expires August 2008.  As of
Dec. 31, 2003, the property reported a DSC of 1.13x and occupancy
of 58%.  

The health care facility, Regency Park-El Molino, is a 108-unit
property in Pasadena, California.  The property is encumbered by a
$4.6 million mortgage, which appears on the watchlist due to a
decrease in cash flow as well as occupancy.  As of Dec. 31, 2003,
the property reported a DSC of 1.01x and occupancy of 58%.

The trust collateral is located across 26 states, with only New
York (15.3%), North Carolina (11.1%), and California (10.6%)
accounting for exposures in excess of 10% of the pool balance.
Property concentrations greater than 10% of the pool balance are
found in multifamily (40.2%) and retail (38.5%) properties.

                         Ratings Raised
   
                 Mortgage Capital Funding, Inc.
   Multifamily/Commercial Mtg Pass-Thru Certs Series 1996-MC1
   
                   Rating
        Class   To        From   Credit Enhancement (%)
        -----   --        ----   ----------------------
        D       AAA       AA+                    40.74
        E       AAA       A+                     33.09
        F       AA+       A                      29.81
        G       A-        BBB-                   15.05
        H       BB+       B                       6.86
        J       B+        B-                      5.22
   
                        Ratings Affirmed
   
                 Mortgage Capital Funding, Inc.
   Multifamily/Commercial Mtg Pass-Thru Certs Series 1996-MC1
   
            Class   Rating   Credit Enhancement (%)
            -----   ------   ----------------------
            A2B     AAA                      70.26
            B       AAA                      63.70
            C       AAA                      49.49

NEXTEL COMMS: Moody's Reviewing Low-B Ratings & May Upgrade
-----------------------------------------------------------
Moody's Investors Service placed the ratings of Nextel
Communications, Inc., and Nextel Finance Company on review for
possible upgrade.  Moody's also changed the rating outlook for
Sprint Corporation and its subsidiaries to developing from
positive.  This rating action is based on the announcement that
the two companies have entered into a definitive agreement to
combine in a stock-for-stock merger of equals.

Moody's believes the combination of these two smaller carriers
will create a more effective competitor against the two largest
wireless operators, Verizon Wireless (A3 positive outlook) and
Cingular (Baa2 stable).  The combination of Sprint's 17.3 million
direct subscribers and Nextel Communications' 14.5 million
subscribers (excluding Boost Mobile) brings their pro forma
combined direct subscriber base to 31.8 million, behind Cingular's
47.2 million and Verizon Wireless's 42.1 million.  Importantly,
the merger unites the carriers with the industry's highest ARPU,
making the combined entity's wireless service revenue the second
highest in the industry, behind Cingular and ahead of Verizon
Wireless.

As a merger of equals, with each company utilizing a separate
technology and targeting different market segments, Moody's
expects cost synergies to be more limited and to take longer to
realize than those available to Cingular in its acquisition of
AT&T Wireless.  Nonetheless, future capital expenditures should be
lower for the combined company than if each remained independent,
which will improve future free cash flow generation.

The merger will accelerate Nextel's transition from an independent
operator with a unique technology and spectrum position, to one
utilizing perhaps the most spectrally efficient, standard wireless
technology -- CDMA -- with a strong spectrum position in the
standard PCS band.  Assuming Nextel does not become distracted by
the merger, and can continue to post industry leading subscriber
metrics (ARPU and churn) and good subscriber growth, Moody's
expects the ratings could improve by more than one notch.

Moody's notes that the companies intend to spin off Sprint
Corporation's Local Telecommunications Division -- LTD.  This is
the strongest line of business in the Sprint family, as Moody's
estimates LTD generated $1.6 billion of the consolidated total
free cash flow of $2.6 billion (last 12 months ended Sept-04 cash
from operations less capital expenditures).  The loss of this
highly free cash flow generative business weakens the Sprint
credit.  The resolution of the developing outlook will depend on
the size and timing of the merger-related financial benefits and
other mechanisms to improve the combined company's financial
flexibility to offset the expected loss of the free cash flow
generated from LTD, which currently has relatively low leverage.

Moody's notes that the proposed merger will take some time before
consummation, as there are many regulatory and shareholder
approvals required, and the companies target closing the
transaction in the second half of 2005.  After this, additional
uncertainty derives from the affiliate relationships of both
Nextel and Sprint, and how the merged entity will address the
likely remedies that will be sought by their wireless affiliates.   
The resolution of whether the affiliate arrangements will be
restructured or in some cases acquired outright will take time.   
During that time, the financial profile of the merged entity will
presumably improve, making their potential acquisition at a later
date more tolerable from a ratings perspective.

Nonetheless, the amount of capital that could require refinancing
is quite large.  Nextel Partners currently has an equity market
capitalization of roughly $5 billion, which net of Nextel
Communications' 32% ownership position yields $3.4 billion of
equity potentially requiring repurchase in addition to
$1.6 billion of debt.  The situation with the affiliates of Sprint
PCS is more uncertain, and resolution here may involve
restructuring the affiliation agreements rather than acquisition
of the affiliates.  Regardless, the seven rated Sprint PCS
affiliates have a combined equity market cap of over $3 billion
plus $2.5 billion of debt outstanding.  The use of debt to
consolidate any of these financially weaker entities would put
negative pressure on the ratings.

The ratings on review for possible upgrade are:

   * Nextel Communications, Inc.

     -- Ba2 Senior implied rating
     -- Ba3 Issuer rating
     -- Ba3 Senior Unsecured Debt
     -- B2 Preferred Stock

   * Nextel Finance Company

     -- Ba1 Senior Secured Credit Facilities

The ratings whose outlook is developing are:

   * Sprint Corporation

     -- senior unsecured long term at Baa3

   * Sprint Capital Corporation

     -- senior unsecured long-term at Baa3

   * United Telephone Co. of Florida

     -- first mortgage bonds at A3

   * United Telephone Co. of Ohio

     -- first mortgage bonds at A3

   * United Telephone Co. of Pennsylvania

     -- first mortgage bonds at A3

   * Carolina Telephone & Telegraph Company

     -- senior unsecured long-term at Baa1

   * Centel Capital Corporation

     -- senior unsecured long-term at Baa2

   * Central Telephone Co.

     -- senior secured long-term at A3

Nextel Communications is based in Reston, Virginia with LTM
revenues of $12.7 million.  Sprint Corporation is based in
Overland Park, Kansas with LTM revenues of $27.2 million.


OMEGA HEALTHCARE: Sells 4 Million Shares in Public Offering
-----------------------------------------------------------
Omega Healthcare Investors, Inc., (NYSE:OHI) closed the
underwritten public offering of 4,025,000 shares of Omega common
stock at $11.96 per share, less underwriting discounts.  
Wednesday's sale included 525,000 shares sold in connection with
the exercise of an over-allotment option granted to the
underwriters.  Omega received approximately $45.7 million in net
proceeds from the sale of the shares, after deducting underwriting
discounts and before estimated offering expenses.  Omega intends
to use the net proceeds of the offering of the shares to repay
indebtedness under its senior revolving credit facility and for
working capital and general corporate purposes.

UBS Investment Bank acted as sole book-running manager for the
offering.  Banc of America Securities LLC, Deutsche Bank
Securities and Legg Mason Wood Walker, Incorporated acted as co-
managers for the offering.

A prospectus supplement relating to these securities has been
filed with the Securities and Exchange Commission. The prospectus
supplement and related prospectus may be obtained from:

               UBS Investment Bank
               ECMG Syndicate
               299 Park Avenue
               New York, NY 10171

                        About the Company

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.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2004,
Fitch Ratings has published a credit analysis report on Omega
Healthcare Investors, Inc. providing insight into Fitch's
rationale for its ratings of:

   -- $300 million of outstanding senior unsecured notes 'BB';
   -- $168 million of preferred stock 'B'.

The Rating Outlook is Stable.


PARMALAT USA: Who Gets What Under the Plans of Reorganization
-------------------------------------------------------------
The Chapter 11 plans of Parmalat USA Corporation and its debtor-
affiliates govern the treatment of claims against and interests in
each of Parmalat USA Corp., Farmland Dairies, LLC, and Farmland
Stremicks Sub, L.L.C. -- formerly known as Milk Products of
Alabama, L.L.C.

The Plans group claims and equity interests into 14 classes.

The classification of claims takes into account the different
nature and priority of the claims and equity interests and
indicates the classes that are entitled to vote on the Plan based
on the rules set forth in the Bankruptcy Code, as well as the
estimated recovery for each class.

The recoveries represent the Debtors' best estimates of those
values given the information available.  Unless otherwise
specified, the information is based on calculations as of
November 16, 2004.  The estimated recoveries are based on the face
value of distributions and do not include a discount factor to
reflect the fact that some payments will not be made immediately.

   Parmalat USA Corp.
   ------------------

Class      Description           Treatment
-----      -----------           ---------
  N/A       Administrative Claims Paid in full, in cash.

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

PUSA 1     Priority Non-Tax      On the Effective Date of the
            Claims                Plan, each Priority Non-Tax
                                  Claimholder will be paid an
                                  amount in cash equal to the
                                  allowed amount of the Claim.

                                  Not entitled to vote.

                                  Estimated recovery: 100%

                                  Estimated Amount of
                                  Allowed Administrative
                                  Expense Claims, Priority Tax
                                  Claims and Priority Non-Tax
                                  Claims: $2,713,175

PUSA 2     Secured Claims        On the Effective Date, each
                                  Secured Claimholder will be
                                  reinstated or rendered
                                  unimpaired in accordance with
                                  Section 1124 of the Bankruptcy
                                  Code.  All Secured Claims that
                                  are not due and payable on or
                                  before the Effective Date will,
                                  at PUSA's option, be paid:

                                  (a) in the ordinary course of
                                      business in accordance with
                                      the course of practice
                                      between PUSA and the
                                      Claimholder with respect to
                                      the Claim; or

                                  (b) by transfer of the
                                      collateral to the
                                      Claimholder.

                                  Not entitled to vote.

                                  Estimated recovery: 100%

                                  Estimated Amount of
                                  Allowed Secured Claims: $0

PUSA 3     General Unsecured     On the Effective Date, each
            Claims                holder will receive its Pro Rata
                                  share of available PUSA cash.

                                  Entitled to vote.

                                  Estimated recovery: 29%

                                  Estimated Amount of
                                  Allowed General Unsecured
                                  Claims: $27,732,047

PUSA 4     Equity Interests      After the full payment of all
                                  allowed claims against PUSA,
                                  including all interest, and
                                  subject to reserving sufficient
                                  cash to pay holders of disputed
                                  claims against PUSA the amount
                                  which these holders would be
                                  entitled to receive if the
                                  disputed claims were allowed
                                  claims, each holder of an Equity
                                  Interest in PUSA will receive
                                  its Pro Rata share of the
                                  remaining available PUSA cash.

                                  Entitled to vote.

                                  Estimated recovery: 0%

   Farmland Dairies, LLC
   ---------------------

Class      Description           Treatment
-----      -----------           ---------
  N/A       Administrative Claims Paid in full, in cash.

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

Farmland   Priority Non-Tax      On the Effective Date, each
    1       Claims                holder of an allowed Priority
                                  Non-Tax Claim will be paid an
                                  amount in cash equal to the
                                  allowed amount of the Priority
                                  Non-Tax Claim.

                                  Not entitled to vote.

                                  Estimated recovery: 100%

                                  Estimated Amount of
                                  Allowed Administrative
                                  Expense Claims, Priority Tax
                                  Claims and Priority Non-Tax
                                  Claims: $8,998,200

Farmland   Secured Claims        On the Effective Date, each
    2                             Secured Claim will be reinstated
                                  or rendered unimpaired in
                                  accordance with Section 1124 of
                                  the Bankruptcy Code.  All
                                  Secured Claims that are not due
                                  and payable on or before the
                                  Effective Date will, at
                                  Farmland's option, be paid:

                                  (a) in the ordinary course of
                                      business in accordance with
                                      the course of practice
                                      between Farmland and the
                                      Claimholder with respect to
                                      the Claim; or

                                  (b) by transfer of the
                                      collateral to the
                                      Claimholder.

                                  Not entitled to vote.

                                  Estimated recovery: 100%

                                  Estimated Amount of
                                  Allowed Secured Claims: $40,485

Farmland   General Unsecured     On the Effective Date, each
    3a      Claims                holder of a General Unsecured
                                  Claim will receive its Pro Rata
                                  share of the beneficial
                                  interests in the Unsecured
                                  Creditors' Trust, which will
                                  receive on behalf of holders of
                                  allowed of General Unsecured
                                  Claims:

                                  (a) approximately $3 million in
                                      cash;

                                  (b) a note for $7 million issued
                                      by Farmland for the benefit
                                      of general unsecured
                                      creditors;

                                  (c) a share of any proceeds on
                                      account of Farmland
                                      litigation claims collected
                                      prior to the Effective Date;

                                  (d) a share of any proceeds in
                                      account of litigation claims
                                      against Dean Foods Company;
                                      and

                                  (e) a beneficial interest in the
                                      trust established to hold
                                      Farmland litigation claims.

                                  Entitled to vote.

                                  Estimated recovery: 56%

                                  Estimated Amount of
                                  Allowed General Unsecured
                                  Claims: $29,184,780

Farmland   Master Lease          On the Effective Date, the
    3b      Claim                 Lessor will receive on account
                                  of the allowed Master Lease
                                  Claim:

                                  (a) 80% of the Common Membership
                                      Interests on a fully diluted
                                      basis;

                                  (b) a share of any proceeds on
                                      account of farmland
                                      litigation claims collected
                                      prior to the Effective Date;

                                  (c) a beneficial interest in the
                                      trust to hold Farmland
                                      litigation claims; and

                                  (d) all preference actions that
                                      may be pursued by
                                      Reorganized Farmland, unless
                                      otherwise waived in the
                                      Plan.

                                  Entitled to vote.

                                  Estimated recovery: N/A

Farmland   Convenience Claims    On the Effective Date, each
    3c                            holder of an allowed Convenience
                                  Claim against Farmland will
                                  receive cash in an amount equal
                                  to 40% of the holder's
                                  convenience claim, unless the
                                  holder elects on its timely
                                  filed ballot to be treated for
                                  voting and distribution purposes
                                  as a holder of a General
                                  Unsecured Claim.

                                  Entitled to vote.

                                  Estimated recovery: 40%

                                  Estimated Amount of
                                  Allowed Convenience
                                  Claims: $564,765

Farmland   Equity Interests      On the Effective date, all
    4                             instruments evidencing Equity
                                  Interests in farmland will be
                                  canceled without further action
                                  under any applicable agreement,
                                  law, regulation, or rule, and
                                  the equity interests in Farmland
                                  evidenced will be extinguished
                                  and holders of Equity Interests
                                  will not receive nor retain any
                                  property under the Plan.

                                  Not entitled to vote.

                                  Estimated recovery: 0%

   Milk Products of Alabama, LLC
   -----------------------------

Class      Description           Treatment
-----      -----------           ---------
  N/A       Administrative Claims Paid in full, in cash.

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

MPA 1      Priority Non-Tax      On the Effective Date, each
            Claims                holder of an allowed Priority
                                  Non-Tax Claim will be paid an
                                  amount in cash equal to the
                                  allowed amount of the Priority
                                  Non-Tax Claim.

                                  Not entitled to vote.

                                  Estimated recovery: 100%

                                  Estimated Amount of
                                  Allowed Administrative
                                  Expense Claims, Priority Tax
                                  Claims and Priority Non-Tax
                                  Claims: $3,030,140

MPA 2a     Secured Claims        On the Effective Date, each
                                  Secured Claim will be reinstated
                                  or rendered unimpaired in
                                  accordance with Section 1124 of
                                  the Bankruptcy Code.  All
                                  Secured Claims that are not due
                                  and payable on or before the
                                  Effective date will, at MPA's
                                  option, be paid:

                                  (a) in the ordinary course of
                                      business in accordance with
                                      the course of practice
                                      between MPA and the
                                      Claimholder with respect to
                                      the Claim; or


                                  (b) by transfer of the
                                      collateral to the
                                      Claimholder.

                                  Not entitled to vote.

                                  Estimated recovery: 100%

                                  Estimated Amount of
                                  Allowed Secured Claims: $0

MPA 3      General Unsecured     On the Effective Date, each
            Claims                holder of a General Unsecured
                                  Claim will receive its Pro Rata
                                  share of available MPA cash up
                                  to the allowed amount of the
                                  Claim, including interest.

                                  Entitled to vote.

                                  Estimated recovery: 100%

                                  Estimated Amount of
                                  Allowed General Unsecured
                                  Claims: $6,236,683

MPA 4      Equity Interests      After the full payment of all
                                  allowed claims against MPA,
                                  including all interest to which
                                  the claimholders are entitled
                                  under the Plan, and subject to
                                  reserving sufficient cash to pay
                                  holders of disputed claims the
                                  amount which these holders would
                                  be entitled to receive if the
                                  disputed claims were allowed
                                  claims, each holder of an Equity
                                  Interest in MPA will receive its
                                  Pro Rata share of remaining
                                  available MPA cash.


Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., a
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.  
(Parmalat Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PEGASUS SATELLITE: Secured Lenders Ask Court for Summary Judgment
-----------------------------------------------------------------
As previously reported, the Official Committee of Unsecured
Creditors appointed in the chapter 11 cases of Pegasus Satellite
Communications, Inc., and its debtor-affiliates objected to the
Secured Lenders' and Junior Lenders' requests to collect Default
Interest and Prepayments.

The Committee argued that:

    (1) there was no serious risk to the Junior Lenders' recovery
        throughout the Pegasus Satellite Communications, Inc. and
        its debtor-affiliates' Chapter 11 cases; and

    (2) the sale of the Debtors' assets pursuant to the Global
        Settlement was coerced.

Representing the Junior Lenders, Gayle H. Allen, Esq., at Verrill
& Dana, LLP, in Portland, Maine, contends that the Committee's
arguments are pure nonsense, and it directly contradicts countless
representations the Committee made in open court and in filed
pleadings.  Thus, the United States Bankruptcy Court for the
District of Maine should grant the Junior Lenders partial summary
judgment on these two points and avoid the waste of the Estates'
assets that will otherwise result if Wilmington
Trust Company is compelled to pursue discovery to prove two points
that are plainly evident to anyone who has participated in these
proceedings thus far.

Wilmington Trust is the administrative agent under the Amended and
Restated Term Loan Agreement, dated as of August 1, 2003, among
Pegasus Satellite Communications, Inc., and the lenders from time
to time party thereto.

According to Ms. Allen, no one who has followed the Debtors' cases
would believe that the Junior Lenders never faced a risk of
nonpayment, when the Committee itself stated on the record that
"[t]he Global Settlement . . . enabl[es] substantial value for the
benefit of creditors to be obtained for the Debtors' primary
assets which, for all practical purposes, may be substantially
worthless less than two weeks from today."

Furthermore, no one who has witnessed the events of the Debtors'
passage through Chapter 11 could believe that the Junior and
Senior Secured Lenders coerced an asset sale that the Committee
and "all other major constituencies strongly support[ed]."

The Committee's new position -- that there was no risk of loss and
that the Global Settlement was coerced -- contradicts everything
the Committee has said throughout the Chapter 11 cases so far.  
"It is so far-fetched that it is frankly laughable," Ms. Allen
says.

Ms. Allen adds that the Committee's new position will also require
a tremendous waste of the Estates' dwindling assets as the Junior
Lenders are forced to take countless depositions and review and
produce numerous documents, all to prove two points that are clear
and evident from the documentary record already before the Court.

                         Judicial Estoppel

According to Ms. Allen, the Committee has frequently and with
great force espoused positions in complete conflict with the
stance they now take in their Objection.  "Because these
conflicting positions cannot be reconciled, the doctrine of
judicial estoppel applies."  Judicial estoppel applies when the
party to be estopped "succeeded previously with a position
directly inconsistent with the one [it] currently espouses."

Wilmington Trust cites quotations from docketed pleadings and
transcripts of court hearings that demonstrate conclusively that
there are no material issues of fact concerning:

    (1) the Secured Lenders faced a very real risk of loss; and

    (2) the Global Settlement was not "coerced" and was reached,
        albeit without participation by the Junior and Senior
        Secured Lenders, after hard-fought, good faith and arm's-
        length negotiations.

                          Law of the Case

Furthermore, Ms. Allen continues, the Committee's current position
in the Objection violates the settled law of the case, as
determined by the Court when it resolved the Sale Motion.  "Law of
the case precludes relitigation of legal issues presented in
successive stages of a single case once those issues have been
decided."

The policy behind the law of the case is to insure consistency
within a single case, and to "[avoid] the wastefulness, delay, and
overall wheel-spinning that attend piecemeal consideration of
matters which might have been previously adjudicated."  Ms. Allen
points out that this perfectly describes the Committee's apparent
goals in bringing the Objection.  "Nothing but waste, delay and
wheel-spinning will be accomplished by the prolonged and expensive
discovery that will result from litigating the issues of risk of
loss and voluntariness which have been previously decided by the
Court."

Ms. Allen asserts that the law of the case is that the Global
Settlement was fair and in the best interests of the estate, that
there was no evidence in the record to impugn its integrity, and
that it resulted from arm's-length negotiations.  "The
Committee's Objection contravenes the law of the case on these
points and is therefore frivolous and should be denied."

                            Common Sense

"Simple common sense requires that summary judgment be granted on
the issues of risk of loss and voluntariness," Ms. Allen says.
The fact of the Debtors' impending "extinction as an ongoing
business," on August 31st has been a repeated refrain throughout
their chapter 11 cases.  No one even peripherally involved in the
case could seriously deny that all creditors faced a very real
risk of loss in the face of a non-negotiable deadline.
Similarly, Ms. Allen notes, the contention that the Global
Settlement was coerced is simply not borne out by the reality of
the case.  Even without considering a single one of the countless
statements by the Committee in support of the Sale Motion, even
forgetting that the Committee has repeatedly taken credit for the
Global Settlement as its own handiwork, the Court held that the
Global Settlement was fair, equitable, in the best interests of
the Debtors' estates, and was "negotiated, proposed and entered
into by the parties without collusion, in good faith, and from
arm's-length bargaining positions. . . ."

The Committee's Objection is nothing more than a contrived attempt
by the Committee to obfuscate the real issues contained in the
Junior Lenders' Prepayment Motion, and it must be dismissed.  The
full litigation of the Committee's Objection will cause nothing
but pointless expense and delay, almost all of which can be
avoided by granting summary judgment.

Accordingly, the Junior Lenders ask the Court to find that:

    (a) there was a very real risk of loss faced by Wilmington
        Trust prior to the Debtors' sale of their subscriber base
        on August 27, 2004; and

    (b) the Global Settlement was entirely voluntary in nature.

                    Senior Lenders Join Request
                       for Summary Judgment

The steering committee of pre-petition secured lenders under each
of:

    (i) that certain Fourth Amendment and Restatement of Credit
        Agreement, dated as of October 22, 2003, by and among
        Pegasus Media & Communications, Inc., as borrower,
        Deutsche Bank Trust Company Americas, as Resigning Agent,
        Bank of America, N.A. as Administrative and Successor
        Agent and the lenders from time to time party thereto; and

   (ii) the Revolving Credit Agreement, dated as of December 19,
        2003, by and among Pegasus Media & Communications, Inc.,
        as borrower, Madeleine L.L.C., as administrative agent,
        and the lenders from time to time party thereto,

joins in the motion filed by Wilmington Trust for partial summary
judgment on the issues of:

    (a) the existence of the risk of loss faced by the Senior
        Lenders prior to the DIRECTV Sale, and

    (b) the voluntary nature of the Global Settlement.

                         Committee Objects

Jacob A. Manheimer, Esq., at Pierce Atwood, in Portland, Maine,
relates that throughout the course of the Debtors' Chapter 11
cases, the Secured Lenders have been the only parties in the
enviable position of knowing that, under any circumstances, they
would be paid in full.  Simultaneous with DIRECTV, Inc.'s
notification to the National Rural Telecommunications Cooperative
that it intended to terminate the Member Agreement effective
August 31, 2004, DIRECTV conveyed an offer to the Debtors that
would guarantee payment in full of all outstanding amounts to the
Secured Lenders.  DIRECTV's offer was never revoked and remained
open the entire time that the parties were negotiating the
settlement agreement pursuant to which the Debtors ultimately sold
the majority of their assets to DIRECTV.  Capitalizing on that
position of strength, the Secured Lenders made it abundantly clear
during the course of negotiations that if the parties did not
reach a resolution that fully protected their position in a timely
fashion, they would move the Court to force a sale of the Debtors'
assets on terms that would ensure their full recovery.

Mr. Manheimer contends that the Secured Lenders are seeking to
benefit further from their insulated position.  The request for
summary judgment is a transparent effort to avoid the fact-
intensive inquiry that a Court is required to make with respect to
prepayment penalties and default interest, and an attempt to
preclude the Committee from conducting discovery and proving that
the prepayment penalties and default interest sought by the
Secured Lenders are inappropriate.

Mr. Manheimer asserts that the Secured Lenders' Request -- which
relies primarily on irrelevant statements made by the Debtors and
the Committee and seeks to misapply the legal doctrines of
judicial estoppel and law of the case -- fails as a matter of law
and fact for five reasons:

    (a) The Junior Lenders entirely misstate the exacting
        standards for the application of judicial estoppel.  The
        doctrine is extremely rigorous and its application is only
        appropriate in those rare instances where a party is
        essentially attempting to defraud a court.  The Junior
        Lenders have not and cannot come close to meeting that
        standard in the case;

    (b) The Junior Lenders cannot satisfy the burden of proving
        that judicial estoppel is appropriate with respect to the
        alleged risk of loss they faced.  The Junior Lenders'
        Request is largely devoted to reciting a litany of
        statements made by various parties to show that the
        Debtors faced serious risks if they did not enter into the
        Global Settlement Agreement.  However, the Request ignores
        the fact that while the Debtors and the unsecured
        creditors did face substantial risk, the Secured Lenders
        did not.  No other party in the Debtors' bankruptcy had a
        safety net that guaranteed that if the parties could not
        broker the highest and best offer from DIRECTV, they would
        nevertheless receive a full recovery of amounts due.
        Accordingly, statements made by the parties with respect
        to the risks face by the Debtors cannot be used to
        preclude the Committee from showing that the Secured
        Lenders did not face a significant risk of loss;

    (c) The Junior Lenders' attempt to apply the doctrine of
        judicial estoppel to the issue of voluntariness fails.
        The Junior Lenders argue that the sale of the Debtors'
        assets was voluntary despite specific facts that, during
        the negotiations related to the Global Settlement, the
        Secured Lenders took affirmative steps to pressure the
        parties into an immediate asset sale;

    (d) The doctrine of "law of the case" simply does not apply.
        There are no prior Court rulings with respect to issues of
        risk of loss or voluntariness of the sale that would
        establish a law of the case appropriate for summary
        judgment; and

    (e) The Junior Lenders' argument based on "common sense" is
        neither legally cognizable nor sustainable in light of the
        ample disputed facts among the parties.  Common sense
        mandates that the Request be denied.

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading  
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Me. Case No. 04-20889) on
June 2, 2004. Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities.  (Pegasus Bankruptcy News, Issue
No. 15; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PIXIUS COMMUNICATIONS: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Pixius Communications, LLC
        1634 East Central
        Wichita, Kansas 67214

Bankruptcy Case No.: 04-16825

Type of Business: The Debtor provides high-speed wireless
                  broadband internet service at speeds from 364
                  Kbps to 45 Mbps.  See http://www.pixiuscorp.com/

Chapter 11 Petition Date: December 14, 2004

Court: District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: William B. Sorensen, Jr., Esq.
                  Morris Laing Evans Brock & Kennedy
                  Old Town Square
                  300 North Mead Suite 200
                  Wichita, KS 67202
                  Tel: 316-262-2671

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

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
U.S. Dept. of Agriculture-Rural          $6,333,242
1400 Independence Ave. SW
5 Bldg. Rm. 2812
Washington, DC 20250

Infinetivity, Inc.                       $2,857,607
&/or Ellis R. Davis
10400 Viking Drive, Ste. 500
Eden Prairie, MN 55344

Conway Bank                                $786,234
Downtown Wichita Branch
121 E. Kellogg
Wichita, KS 67202

Southwestern Bell Internet Ser.            $259,968
Internet 20-Manhattan
P.O. Box 911361
Dallas, TX 75391

Sprint PCS                                 $141,432

Time Warner Telecom                         $97,666

Telcove-WCHT                                $46,358

Faegre & Benson LLP                         $34,124

Sequence Wireless                           $25,000

IBM International Business Machines         $24,264
Corporation

Alvarion                                    $22,828

Burnsville Commercial Property              $16,856

Savvis                                      $14,674

KMC Telecom                                 $13,535

Commerce Bank                               $13,518

Jan Kennedy, CPA, Treasurer                 $13,472

Qwest                                       $13,305

Grant Thornton LLP                          $13,000

Electrical System Inc.                      $11,236

United Towers Inc.                          $10,510


RELIANCE GROUP: Judge Gonzalez Sets Jan. 7 as Plan Voting Deadline
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
notes that the proposed Solicitation and Tabulation Procedures
provide an adequate opportunity for all parties entitled to vote
on the Official Committee of Unsecured Creditors' First Amended
Reorganization Plan for Reliance Financial Services Corporation
and comply with the requirements of Rules 3017, 3018, 3020 and
9006 of the Federal Rules of Bankruptcy Procedure.

The Creditors' Committee will, on or before Dec. 13, 2004,
distribute or cause to be distributed the appropriate
Solicitation Materials or Non-Voting Notices, as applicable, to
(a) the United States Trustee (excluding ballots) and (b) the
known Holders of Claims against, and Equity Interests in, the
Debtor.  The Court approves the proposed Solicitation and
Tabulation Procedures.

Judge Gonzalez sets Jan. 7, 2005, as the Voting Deadline.
Ballots must be executed, received and delivered to counsel for
the Creditors' Committee -- Orrick, Herrington & Sutcliffe, by
4:00 p.m. at:

               Orrick, Herrington & Sutcliffe
               666 Fifth Avenue
               New York, NY  10103
               Attn: Arnold Gulkowitz, Esq.

If any claimant seeks to challenge the allowance of its claim for
voting purposes, that claimant must serve on counsel to the
Creditors' Committee, and file with the Court, on or before
Jan. 3, 2005, a motion for an order pursuant to Rule 3018(a)
of the Federal Rules of Bankruptcy Procedure temporarily allowing
that claim for purposes of voting to accept or reject the Plan.

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)


RENAISSANCE CAPITAL: S&P Lifts Counterparty Credit Rating to B
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on the Russian securities firm
Renaissance Capital Holdings Ltd. -- RCHL -- to 'B' from 'B-'.  At
the same time, the 'C' short-term rating on RCHL was affirmed.  
The outlook is stable.

"The rating upgrade is based on the company's improved financial
profile, benefiting from increased revenue flows and
diversification, which have helped strengthen capitalization,"
said Standard & Poor's credit analyst Irina Penkina.  The ratings
are also supported by the Renaissance Capital group's -- RenCap --
good commercial prospects, stemming from its leading position in
equity and fixed-income brokerage and investment advisory
services, together with the impact of a buoyant Russian economy on
the country's financial markets.

"These positive factors are mitigated, however, by RenCap's
vulnerability to the high economic and industry risks that prevail
in the Russian financial markets, including a volatile local
capital market, and high single-name concentrations in the
securities markets," added Ms. Penkina.

RCHL is the ultimate holding company of RenCap, a leading Russian
equity and fixed-income brokerage and advisory house.  RenCap is
tailored to serve international and domestic investors, and
comprises a number of legal entities located in Russia and abroad.

"The stable outlook reflects expectations that RenCap's improving
financial profile will be sustained over the medium term and that
a stronger capital base will enable it to absorb potential shocks
to its business from the significant volatility that affects the
Russian capital markets," said Ms. Penkina.  "The ratings on
RenCap will continue to be sensitive to the future development and
risks of the Russian securities markets, and the company's ability
to generate recurrent revenue flow in an unpredictable
environment," she added.


ROPER INDUSTRIES: S&P Affirms BB+ Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit and other ratings on Roper Industries, Inc., and removed
all ratings from CreditWatch, where they were placed Oct. 7, 2004.   
This action follows the news that the diversified industrial
company has closed on the acquisition of TransCore Holdings, Inc.,
from an investor group led by KRG Capital Partners LLC for
approximately $600 million.

As expected, the company completed an equity offering with gross
proceeds of $300 million, which was used to fund the transaction
together with a new credit facility.

The outlook is positive.

"The ratings on Duluth, Georgia-based Roper Industries, Inc.,
reflect its leading position in profitable niche markets and its
broad product, end-market, and geographic diversity, which help
stabilize cash flow generation," said Standard & Poor's credit
analyst John R. Sico.  "These factors are partly offset by Roper's
aggressive acquisition policy, though this may now moderate
somewhat following the acquisitions of TransCore and Neptune
Technology Group Holdings, Inc., in 2003."

Roper is a diversified industrial company providing engineered
products and solutions for global niche markets, with pro forma
sales of about $1.3 billion.  It benefits from technological
leadership, high profit margins, and low capital expenditures
because of its light asset base.

TransCore will allow Roper an additional platform to generate good
cash flow and high margins and to access technology.  TransCore
provides technologies and services in areas such as radio
frequency identification -- RFID, satellite-based communication,
mobile asset tracking, security applications and comprehensive
toll systems, and processing services.

Although Roper debt-financed its acquisitions in the past, it has
recently moved to a mix of equity and debt financing for
acquisitions.  The TransCore purchase was funded with cash on hand
plus borrowings, in addition to the recent equity offering of
$300 million.


SEQUOIA MORTGAGE: Moody's Puts Low-B Ratings on Classes B-4 & B-5
-----------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Sequoia Mortgage Trust 2004-9, and ratings
ranging from Aa2 to B2 to the subordinate certificates of the
deal.

The securitization is backed by two pools of mortgage loans
having, in the aggregate, 2,265 conventional, adjustable-rate
Jumbo mortgage loans secured by first liens on one-to-four family
residential properties.  All mortgage loans have original terms to
maturity of either 25 or 30 years, and all loans have an initial
"interest only" period of 5 or 10 years.

The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination.  The credit
quality of this loan pool is similar to the credit quality of
other recent Sequoia Mortgage Trust offerings, with a FICO of
734 for the current deal versus a FICO score of 735 for the last
securitization.

Wells Fargo Bank, N.A., will act as master servicer.  Moody's has
assigned Wells Fargo its highest service quality rating of SQ1.

The complete rating actions are:

   * Class A-1, $453,364,000, rated Aaa
   * Class A-2, $296,310,000, rated Aaa
   * Class X-A, Interest Only, rated Aaa
   * Class X-B, Interest Only, rated Aaa
   * Class A-R, $100, rated Aaa
   * Class B-1, $14,915,000, rated Aa2
   * Class B-2, $8,242,000, rated A2
   * Class B-3, $4,318,000, rated Baa2
   * Class B-4, $2,355,000, rated Ba2
   * Class B-5, $1,962,000, rated B2

The Class B-4 and Class B-5 certificates are being offered in
privately negotiated transactions without registration under the
1933 Act.  The issuance was designed to permit resale under Rule
144A.


SURGICARE INC: Completes Restructuring Deals & Adopts New Name
--------------------------------------------------------------
Surgicare, Inc. (n/k/a Orion HealthCorp Inc.) (AMEX:ONH) completed
its previously announced restructuring transactions, which
included:

   -- issuances of new equity securities for cash and contribution
      of outstanding debt,

   -- the acquisition of three new businesses, and

   -- the restructuring of its debt facilities.  

The Company had also completed a one-for-ten reverse stock split,
created three new classes of common stock and changed its name.  
Effective Dec. 15, 2004, Orion will begin trading on the American
Stock Exchange under the symbol "ONH."  Trading in ONH stock was
halted on the Exchange during the day on Dec. 15, 2004, pending
receipt of final notification that completed opinions of counsel
had been received.

SurgiCare common stock has been converted to Orion Class A common
stock.  The Company also created Class B and Class C common stock,
which was issued in connection with the equity investments and
acquisitions.  SurgiCare shareholders of record will be notified
regarding exchanging their SurgiCare stock certificates for those
of Orion.

These transactions, as well as other related matters, were
previously described in SurgiCare's proxy statement dated
Sept. 10, 2004.

Highlights of the transactions include:

A. Enhanced Terms for Equity Financing

   Orion issued approximately 11.5 million shares of its Class B
   common stock to various investors.  These investors purchased
   the shares of Class B common stock for cash equal to
   approximately $13.3 million.  The $13.3 million of cash
   proceeds represents an increase of approximately $3.2 million
   over the aggregate sale price previously announced in the Proxy
   Statement for the same number of shares of Class B common
   stock, and therefore represents additional cash proceeds to the
   Company.

B. Acquisition of Integrated Physician Solutions Inc.

   In connection with the acquisition by Orion of Integrated
   Physician Solutions, Inc., IPS equityholders and certain IPS
   debtholders received an aggregate of approximately 4.5 million
   shares of Orion Class A common stock.  This number
   approximately equals the total number of shares of Orion Class
   A common stock outstanding on a fully-diluted basis prior to
   closing the IPS acquisition and the other transactions closed
   Wednesday.  This acquisition was consummated on substantially
   the terms described in the Proxy Statement.

C. Acquisition of Dennis Cain Physician Solutions Inc., and
   Medical Billing Services Inc.

   Orion acquired Dennis Cain Physician Solutions Inc., and
   Medical Billing Services, Inc.  These acquisitions occurred on
   substantially the terms described in the Proxy Statement,
   except that some of the sellers took promissory notes in lieu
   of some cash which was otherwise payable at the closing.  
   Equityholders of DCPS and MBS received an aggregate of $3
   million in cash, $1 million principal amount of Orion
   promissory notes and approximately 1.6 million shares of Orion
   Class C common stock.  The various components of the purchase
   price are subject to retroactive adjustment based on the
   financial results of Orion's new subsidiary, which combines the
   operations of MBS and DCPS.

D. New Line of Credit

   Orion entered into a new secured two-year revolving credit
   facility, pursuant to which up to $4 million of loans may be
   made available to Orion, subject to a borrowing base.  Orion
   borrowed $1.6 million under this facility concurrently with the
   closing of the various transactions. In connection with
   entering into this new facility, Orion also restructured its
   previously existing debt facilities.

Surgicare, Inc. (n/k/a Orion HealthCorp Inc.) develops, acquires
and operates ambulatory surgery centers.  The company provides
surgical procedures that include podiatry, orthopedics, ain
management, gynecology and general surgery.

At Sept. 30, 2004, Surgicare, Inc.'s balance sheet showed a
$2,243,279 stockholders' deficit, compared to $4,688,994 of
positive equity at December 31, 2003.


STANADYNE HOLDINGS: Moody's Junks Planned $100M Sr. Discount Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating for the proposed
unguaranteed senior discount notes of Stanadyne Holdings, Inc.   
The approximately $58.15 million in proceeds to be realized from
these notes upon closing is expected to be utilized by the company
to pay an approximately $56 million dividend to its shareholders
(primarily private merchant banking firm Kohlberg & Company, LLC
which acquired the company in August 2004) and to cover
transaction fees and expenses.  These proposed notes will be
issued at a substantial discount from the estimated $100 million
principal amount that will be due upon maturity following
accretion of payment-in-kind interest from the closing date
through August 2009.  Stanadyne Holdings, which was renamed from
KSTA Holdings, Inc., in December 2004, is the ultimate parent
company of the existing issuer Stanadyne Corporation.  Stanadyne
Holdings' only assets are 100% of the shares of common stock of
Stanadyne Automotive Holding Corp., which is the holder of 100% of
the shares of Stanadyne.

In conjunction with the issuance of rated debt at the Holdco level
of the company's legal structure, Moody's corporate-level ratings
will be reassigned at Stanadyne Holdings and withdrawn at
Stanadyne.  While the senior implied rating and speculative grade
liquidity rating will be unaffected by this transition, the issuer
rating is negatively affected due to the presumed absence of
subsidiary guarantees (as mirrored by the proposed terms of the
Stanadyne Holdings senior discount notes).

The long-term debt ratings of the existing facilities at the
operating company level were all affirmed, and the rating outlooks
for both Stanadyne Holdings and Stanadyne are stable.

These specific rating actions for Stanadyne Holdings and Stanadyne
were effected:

   * assignment of Caa2 rating for Stanadyne Holdings' proposed
     12% unguaranteed senior discount notes due 2015 with an
     estimated principal due at maturity approximating
     $100 million, to be issued under Rule 144A with registration
     rights;

   * assignment of B2 senior implied rating at Stanadyne Holdings;

   * withdrawal of B2 senior implied rating at Stanadyne;

   * assignment of Caa2 senior unsecured issuer rating at
     Stanadyne Holdings;

   * withdrawal of B3 senior unsecured issuer rating at Stanadyne;

   * assignment of SGL-2 speculative grade liquidity rating at
     Stanadyne Holdings;

   * withdrawal of SGL-2 speculative grade liquidity rating at
     Stanadyne;

   * affirmation of Caa1 rating for Stanadyne's $160 million of
     guaranteed senior subordinated notes due 2014, issued under
     Rule 144A and in the process of being exchanged for
     registered securities with identical terms;

   * affirmation of B1 rating for Stanadyne's $35 million asset-
     based guaranteed senior secured revolving credit facility due
     2009;

   * supported by first liens on accounts receivable and
     inventory, and second liens on all other assets;

   * affirmation of B2 rating for Stanadyne's $65 million
     guaranteed senior secured term loan due 2010;

   * supported by first liens on all assets except accounts
     receivable and inventory, and second liens on accounts
     receivable and inventory.

The proposed transaction represents a significant leveraging event
for Stanadyne that is transpiring only four months subsequent to
company's most recent leveraged buyout by Kohlberg & Company, LLC.  
From Moody's perspective the proposed Holdco notes are the full
equivalent of debt given the expiration of the PIK interest period
during 2009, the relatively short proposed tenor with final
maturity following only six months after the maturity of Opco's
subordinated notes, and the incorporation of standard high yield
covenants.  While Moody's did not downgrade Stanadyne's senior
implied or Opco long-term debt ratings, the rating agency now
considers the company's credit protection measures to be on the
low end of the range for its current rating category.  This is
particularly the case given the cyclical nature of Stanadyne's end
markets and the clear need to achieve debt reduction while market
conditions are favorable, the company's small absolute size, and
the fact that Stanadyne's new equity sponsorship will have
significantly reduced its net investment in the company and risk
of loss following only one quarter of financial reporting
post-acquisition.  Moody's additionally believes that there is a
probability that Stanadyne will pursue strategic acquisitions over
the near-to-intermediate term, which will most likely now require
incremental equity infusions in order for Stanadyne to maintain
its ratings.  Moody's estimates Stanadyne's pro forma LTM
September 30, 2004 total debt/EBITDAR leverage through the Holdco
upon closing the proposed transaction at approximately 5.5x.  This
incorporates approximately $20 million of off-balance-sheet
obligations (for letters of credit and the present value of
operating leases) as debt, and correspondingly adds back operating
lease rent to EBITDAR.  Pro forma EBIT interest coverage for the
same period is approximately 1.5x.

Stanadyne Holdings' proposed senior discount notes will most
likely be considered "applicable high yield discount obligations,"
which will preclude Stanadyne from being permitted by the IRS from
taking tax deductions approximating $2.5 million per year for
interest associated with the Holdco notes until the point that the
interest is actually paid in cash.  This will not likely occur
before the PIK accretion period expires in 2009.  Voluntary
redemption of principal (including accreted interest) is permitted
under the proposed Holdco notes, but precluded by all of
Stanadyne's Opco debt agreements.  Stanadyne Holdings will have no
recourse to Stanadyne or its subsidiaries upon an event of
default, except to the extent that any rights accrue by virtue of
ownership of Opco's stock.  However, Stanadyne's guaranteed senior
secured lenders already hold first- and second-priority liens on
this stock. None of Stanadyne Holdings' subsidiaries will
guarantee the proposed senior discount notes and no security will
be pledged.  On that basis, the proposed Holdco notes will be
structurally and effectively subordinated to Opco's obligations.   
Opco and its subsidiaries will therefore have no obligation,
contingent or otherwise, to pay any amount due under the Holdco
notes by dividend, distribution, loan, or any other means.   
Interest on the Holdco notes will accrue and compound semiannually
in arrears.  The Holdco notes indenture will contain provisions
for up to a 35% equity clawback prior to February 2008 at a
redemption price equal to a percentage of accreted value to be
established prior to closing.

Stanadyne Holdings' B2 senior implied rating, affirmation of
Stanadyne's existing long-term debt ratings, and the stable rating
outlooks more favorably reflect that the company's operating
performance is strengthening due to favorable cyclical conditions
within each of its end markets, positive off-highway trends
additionally attributable to the farm and highway bills currently
in effect and increasing emissions regulation, development of an
annuity-like aftermarket business, and a series of new product
introductions that are broadening Stanadyne's coverage.  While
Stanadyne has significant customer concentrations, each of the
company's major customers are industry leaders.  Given Stanadyne's
negligible exposure to the light vehicle automotive market,
management has been relatively successful at both minimizing
customer price-downs and also passing on the majority of increased
commodity materials costs with just a slight lag.  However, the
company does face several strong competitors within the engine
components segment that are larger than Stanadyne and have greater
financial and other resources available to them.  Stanadyne's
operating margins did notably fall short of plan during its most
recent quarter due to shortened lead times and increased
flexibility being requested by customers to meet current end
market demand.  The impact of the additional cost was partially
offset by the margin on incremental revenues and by improved fixed
cost absorption associated with the higher volumes.  Stanadyne
does not face any material scheduled maturities of debt principal
until 2009 following the company's August 2004 recapitalization.   
Moody's additionally notes that Stanadyne has a long-standing
senior management team in place, which has successfully de-levered
the company following two prior leveraged buyouts of the company
in 1989 (by Metromedia) and in 1997 (by AIP).

Stanadyne Holdings' SGL-2 speculative grade liquidity rating
indicates Moody's belief that the company's near-term liquidity on
a consolidated basis is good and that the proposed transaction
will have a negligible impact on cash flows.  Stanadyne Holding's
good liquidity rating reflects Moody's expectation that the
consolidated company will generate modest positive free cash flow
through the end of 2005, maintain nominal cash on its balance
sheet, and keep its $35 million asset-based revolver due 2009 at
about $25 million undrawn and available on average.  The company
is likely to experience brief intra-period swings due to the
timing of semi-annual senior subordinated note coupon payments and
growth-driven working capital and capital expenditures peaks.   
Stanadyne's revenues grew over the last twelve months at more than
a 20% year-over-year rate, primarily attributable to strong end
market demand, a broadened product line, and increased emphasis
upon improving aftermarket sales.  Revolver usage as of the end of
the third quarter consisted of $2.8 million of direct loans and
$6.8 million of letters of credit.  The company indicates that
seasonal changes in working capital are nominal.  Management
estimates the base cash level necessary for Stanadyne to maintain
core operations at less than $1 million.

Stanadyne's ability to use its revolving credit facility is
subject only to a borrowing base restriction.  However, at its
current level of $55 million the borrowing base is substantially
larger than the existing facility commitment.  A larger liquidity
facility could be supported under the same loan structure in the
event that the company opts to obtain a more substantial buffer
against unforeseen events.  Stanadyne's access to the revolver is
not subject to financial covenants, with the exception of a
capital expenditure limitation at all times and a fixed charge
coverage requirement that comes into effect only if availability
under the revolver falls below $5 million for 10 consecutive days.  
This event would then trigger activation of a pre-established
fixed charge coverage ratio requirement, which notably does have a
significant cushion versus current performance levels.  Required
amortization on Stanadyne's US and foreign term loans is less than
$1 million per year, and there are no material debt maturities
scheduled prior to the August 2009 expiration of the revolver.   
Cash interest expense will notably rise by more than $5 million in
2005 due to the full year impact of the August 2004 leveraged
acquisition by Kohlberg & Company, LLC, but this increase has
already been incorporated into current projections.

Stanadyne Corporation, headquartered in Windsor, Connecticut, is a
leading designer and manufacturer of highly engineered
precision-manufactured engine components, including fuel injection
equipment for diesel engines and hydraulic lash compensating
devices (hydraulic valve lifters) for gasoline engines.  Revenues
for the last twelve months ended September 2004 grew to
approximately $340 million.


STEEL CITY: Checks Being Returned for Insufficient Funds
--------------------------------------------------------
The Troubled Company Reporter has learned that checks drawn on
Steel City Products, Inc.'s bank account maintained at JPMorgan
Chase Bank in Dallas, Texas, are being returned for insufficient
funds.  

Steel City Products, Inc., based in McKeesport, Pennsylvania, and
incorporated in Delaware, is a wholesale distributor of automotive
accessories, non-food pet supplies and lawn and garden products,
operating under the trade name "Steel City Products", selling
mainly to supermarket retailers, drug stores, discount retail
chains and hardware and automotive specialty stores, based
principally in the Northeastern United States.  

Earlier this year, Steel City became a private company by
effecting a one-for-300,000 reverse stock split and thereafter
deregistering its common stock under the Securities Exchange Act.  
Sterling Construction Company, Inc., acquired 100% of the
company's common stock in that transaction.  At Sept. 30, 2003,
Steel City's balance sheet $7.8 million in assets and a $1 million
shareholder deficit.  


TARRANT COUNTY: Moody's Junks $5.4 Million Revenue Bonds
--------------------------------------------------------
Moody's Investors Service has downgraded the rating on the
approximate $5.4 million Tarrant County Housing Finance
Corporation Multifamily Housing Revenue Bonds (Westridge
Apartments Project), to Caa1 from B2 on the Senior Series 2001 A
and B.  The rating on the subordinates is currently at C.  The
Junior Subordinate Series 2001 D are not rated.

As reflected in the ratings, the extremely poor financial security
has resulted in trustee draws of the senior debt service reserve
fund necessary to make December 1st payments.  Debt service
reserve funds on the subordinate and junior subordinate tranches
continue to remain unreplenished from prior draws.  Rental
revenues have continued to decline.  Increased vacancy, loss to
leases has exerted downward pressure on total rental revenue.   
Concessions continue to be necessary to maintain stable occupancy.

On the December 1st, 2004 debt service payment date the Trustee
used funds from the Senior Debt Service Reserve to make an
interest only payment of $156,475 on the Senior A and B Bonds.  As
the senior bond fund was at a deficit, $77,783 was sold from the
Senior Debt Service Reserve to cover senior bond payment, leaving
the Senior DSR underfunded at a balance of $195,250.  Debt service
payments on the Subordinate Series C and Junior Subordinate Series
D were not made (principal and interest) and their respective debt
service reserve funds remain underfunded and unreplenished.

Unaudited debt service coverage based off a rolling 12 months of
data as of October 31st reflect the continuing poor debt service
coverage levels of all tranches.  Deteriorating debt service
coverage and heightened competitive pressures within the submarket
were confirmed by a site visit in August 2003.  Physical occupancy
as of September 30, 2004 was reported at 83% as per managements
rent roll report.  Moody's will continue to assess Westridge's
situation, which will include additional discussions with property
management and assessment of the transaction's projected
performance based on current rent levels, concessions and
expenses.  Lynd Management Company has a strong background in
managing affordable housing properties throughout Texas, having a
significant market share of units under management.

As the ratings indicate, the bonds offer poor financial security,
with the revenue and associated obligation not well safeguarded in
the future.

                            Outlook

The outlook on the bonds continues to be negative, as the ratings
reflect the extremely poor financial security of the bonds.  
Moody's expects to continue to monitor the workout progress and
recovery.


TFM S.A. DE C.V.: S&P Places B Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' long-term
corporate credit rating on TFM S.A. de C.V. on CreditWatch with
positive implications.  The CreditWatch placement followed Kansas
City Southern's announcement that it has reached an agreement with
Grupo TMM S.A. to take control of TFM.

The CreditWatch Positive listing for TFM means that the ratings
could be raised or affirmed based on the possibility that its
financial or business profile could be enhanced if the merger with
KCS is completed.  TFM's ratings could be affirmed if no
transaction is consummated and its business and credit profiles
remain unchanged or upgraded by one notch.

"We will monitor developments and resolve the CreditWatch
placement after both TMM and KCS shareholders approve the
transaction, and financing plans have been announced," said
Standard & Poor's credit analyst Juan P. Becerra.

Until the acquisition takes place, the rating reflects TFM's low
cash-flow generation, financial policy driven by TMM, high fuel
prices, underperformance of the automotive industry (22% of TFM's
2002 total sales), and unresolved value-added tax and government
put option.  The rating also reflects TFM's position as the
leading provider of rail transportation service in Mexico, the
improving relationship between partners, and a potential switch to
rail from truck.

TMM currently holds 41.2% of TFM, while KCS holds 38.8%.  Although
both together hold 80% of TFM, they represent 100% of the voting
stake (51.8% TFM and 48.5% KCS).  The Mexican government holds the
other 20%.  TFM holds a 50-year concession title, renewable for an
additional 50 years, to provide freight transportation services
over the Mexican northeast rail lines.  TFM's railroad network
runs through Mexico's industrial heartland.

It is a direct link with Mexico City and Monterrey; with the major
ports of Tampico, Altamira, Veracruz, and Lazaro Cardenas; and
with the cities of Matamoros and Laredo, located on the border
with the U.S.


TROPICAL SPORTSWEAR: Files Chapter 11 Petition in M.D. Florida
--------------------------------------------------------------
Tropical Sportswear Int'l Corporation (Nasdaq:TSIC) has filed for
voluntary Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the Middle District of Florida and entered
into an asset purchase agreement with Perry Ellis International,
Inc. (Nasdaq:PERY) to be acquired pursuant to section 363 of the
U.S. Bankruptcy Code.

TSI has secured a new $50 million debtor-in-possession credit
facility with The CIT Group and Fleet Capital, the company's
senior lenders, to finance its working capital needs and allow
business operations to continue as normal during the sale process,
including meeting obligations to employees, vendors and others.

Under the terms of the asset purchase agreement, which is subject
to the consent of TSI's creditors, higher or better offers, Hart
Scott Rodino antitrust clearance, Bankruptcy Court approval, and
other customary closing conditions, PEI would pay $85 million in
cash to acquire substantially all of TSI's:

   -- accounts receivable,
   -- inventory,
   -- intellectual property,
   -- certain real property, and
   -- other specified assets,

as well as the outstanding capital stock of TSI's European
subsidiary, Farah Manufacturing (U.K.) Limited, and would assume
certain operating liabilities of TSI.

"TSI has been an important player in the men's apparel industry
for several decades," said Mike Kagan, chief executive officer of
TSI.  "As the industry navigates a period of dramatic change, it
has become necessary for domestic companies to take major steps to
ensure their ability to remain competitive in an evolving global
marketplace.  We believe that a business combination with Perry
Ellis, which has expressed a commitment to building and growing
its men's pants business, is in the best interests of our
customers and stakeholders.

"The ongoing support from our existing lenders through our new DIP
facility will allow us to continue business operations as normal
as we move forward with the sale process," Mr. Kagan continued.  
"We will do everything possible to ensure that there is no
disruption in the quality of service we provide to our customers
during this transition period and that our obligations to
employees, vendors and others are met."

The Bankruptcy Court supervised sale approval process is expected
to be completed during the first quarter of 2005.  TSI has
retained Alvarez & Marsal as financial advisors and Akerman
Senterfitt as bankruptcy counsel.  PEI is being advised on the
sale by Greenberg Traurig, LLP.

                     About Perry Ellis International

Perry Ellis International, Inc., designs, distributes and licenses
apparel and accessories for men and women.  The company, through
its wholly owned subsidiaries, owns a portfolio of highly
recognized brands including Perry Ellis(R), Jantzen(R),
Cubavera(R), Munsingwear(R), John Henry(R), Original Penguin(R),
Grand Slam(R), Natural Issue(R), Penguin Sport(R), the Havanera
Co.(R), Axis(R), and Tricots St. Raphael(R).  The company also
licenses trademarks from third parties including Nike(R) and Tommy
Hilfiger(R) for swimwear, PING(R) and PGA Tour(R) for golf apparel
and Ocean Pacific(R) for men's sportswear.

Headquartered in Tampa, Florida, Tropical Sportswear Int'l Corp.  
-- http://savane.com/-- designs, produces and markets high-
quality branded and retailer private branded apparel products that
are sold to major retailers in all levels and channels of
distribution.  The Company and its debtor-affiliates filed for
chapter 11 protection on Dec. 16, 2004 (Bankr. M.D. Fla. Case No.
04-24134).  David E. Bane, Esq., Denise D. Dell-Powell, Esq., and
Jill E. Kelso, Esq., at Akerman Senterfitt represent the Debtors
in their chapter 11 cases.  When the Debtor filed for protection
from its creditors, it listed $247,129,867 in total assets and
$142,082,756 in total debts.


TROPICAL SPORTSWEAR: Case Summary & 23 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: Tropical Sportswear Int'l Corp.
             4902 West Waters Avenue
             Tampa, Florida 33634

Bankruptcy Case No.: 04-24134

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Savane International Corp.                 04-24138
      Apparel Network Corporation                04-24141
      Tropical Sportswear Company, Inc.          04-24142
      TSI Brands, Inc.                           04-24147
      TSIL, Inc.                                 04-24148

Type of Business: The Debtor designs, produces and markets branded
                  branded apparel products that are sold to major
                  retailers in all levels and channels of
                  distribution.
                  See http://www.savane.com/

Chapter 11 Petition Date: December 16, 2004

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtors' Counsel: David E. Bane, Esq.
                  Denise D. Dell-Powell, Esq.
                  Jill E. Kelso, Esq.
                  Akerman Senterfitt
                  P.O. Box 231
                  Orlando, FL 32802
                  Tel: 407-843-7860
                  Fax: 407-843-6610

                                  Total Assets      Total Debts
                                  ------------      -----------
Tropical Sportswear Int'l Corp.   $247,129,867     $142,082,756
Savane International Corp.         $12,904,104       $5,302,022
Apparel Network Corporation      $50M to $100M  More than $100M
Tropical Sportswear Co., Inc.     $10M to $50M  More than $100M
TSI Brands, Inc.                 $50M to $100M  More than $100M
TSIL, Inc.                       $50M to $100M  More than $100M

A. Tropical Sportswear Int'l's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
SunTrust, as Indenture        Bond                  $105,500,000
Trustee
c/o Sarah R. Borders, Esq.
King & Spalding, LLP
191 Peachtree St.
Atlanta, GA 30303

Galey & Lord, Inc.            Trade debt              $3,657,663
G&L Promotional Fabrics
P.O. Box 404256
Atlanta, GA 30384

Avondale Mills, Inc.          Trade debt              $1,371,925
Graniteville Fabric
P.O. Box 75431
Charlotte, NC 28275

Burlington Worldwide          Trade debt              $1,233,599
804 Green Valley Road
Ste. 300
Greensboro, NC 27408

Interamericana Products       Trade debt                $182,583
International

Lalchandani Family            Taxes                     $127,955

Milliken & Co.                Trade debt                 $62,914

Omega De Exportation          Trade debt                 $54,584

GE Capital Corporation        Trade debt                 $36,091

Avery Dennison Ticketing      Trade debt                 $34,493

Paxar Americas, Inc.          Trade debt                 $32,303

Eastern Shores Woven Label    Trade debt                 $28,775

R-Pac International           Trade debt                 $27,893

Packsource - Southern         Trade debt                 $27,367

QST Industries, Inc.          Trade debt                 $22,664

Micon Packaging, Inc.         Trade debt                 $18,174

Eastern Freight Forwarders    Trade debt                 $12,668

Crowley Liner Services, Inc.  Trade debt                 $12,325

Tropical Shipping             Trade debt                 $12,270

Thwing-Albert                 Trade debt                 $11,875

B. Savane International Corp.'s Largest Unsecured Creditor:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
SunTrust, as Indenture        Bond                  $105,500,000
Trustee
c/o Sarah R. Borders, Esq.
King & Spalding, LLP
191 Peachtree St.
Atlanta, GA 30303

C. Apparel Network Corporation's Largest Unsecured Creditor:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
SunTrust, as Indenture        Bond                  $105,500,000
Trustee
c/o Sarah R. Borders, Esq.
King & Spalding, LLP
191 Peachtree St.
Atlanta, GA 30303

D. Tropical Sportswear Company's Largest Unsecured Creditor:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
SunTrust, as Indenture        Bond                  $105,500,000
Trustee
c/o Sarah R. Borders, Esq.
King & Spalding, LLP
191 Peachtree St.
Atlanta, GA 30303


UAL CORP: Wants Court to Approve United Express Pact with TSA
-------------------------------------------------------------
UAL Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Illinois for permission to
enter into a United Express Agreement with Trans States Airlines,
Inc.

The Debtors' business model calls for transportation of large  
numbers of passengers on long-haul flights using high-capacity  
aircraft.  The Debtors' mainline flights are fed by routes that  
transport small numbers of passengers on short-haul flights with  
smaller aircraft.  These "feeder" flights are outsourced to  
regional air carriers like TSA.  The regional carriers operate  
under the Debtors' reservation code and the brand name "United  
Express."

On November 21, 2003, the Debtors concluded negotiations with TSA  
and entered a new United Express Agreement, under which TSA will  
provide ten 50-seat regional jets for UAX Service.  The Debtors  
have an option obligating TSA to provide another 15 50-seat  
regional jets for UAX Service.  TSA has purchased or leased, and  
put into operation, 10 of the regional jets provided for under  
the Agreement.  The Debtors have partially exercised the option,  
compelling TSA to make available another five regional jets.

To comply with the Agreement, TSA has incurred over $350,000,000  
in financial obligations to acquire aircraft.  TSA will continue  
to take on liabilities for additional aircraft and related  
equipment.  As a result, the Debtors ask the Court to approve the  
Agreement, nunc pro tunc, and allow the Agreement to be effective  
as of November 21, 2003.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,  
Illinois, assures the Court that the Agreement is in the best  
interests of the Debtors and their estates.  The Agreement  
mitigates the risk to both parties if the Debtors liquidate or  
fail to confirm a plan of reorganization.  The Agreement limits  
TSA's claims.  The Agreement protects TSA's investment in that,  
if the Debtors liquidate or fail to confirm a plan, TSA will be  
granted an administrative expense claim that includes:

  a) unpaid obligations for services rendered by TSA;

  b) amounts TSA paid pursuant to the Agreement that have not  
     been reimbursed by the Debtors; and

  c) sums for which TSA is liable to third parties in connection  
     with the Agreement.

According to Mr. Sprayregen, the Agreement should be approved for  
two reasons:

  1) Competitors, noting that the Debtors have received Court
     approval for their other UAX Agreements, have publicly
     questioned the longevity and enforceability of the TSA
     Agreement.  This could erode TSA's competitive position; and

  2) General Electric Capital Aviation Services, which has
     provided over $97,000,000 in aircraft financing to TSA,
     wants the increased certainty that accompanies Court
     approval of the Agreement.

The Agreement contains sensitive, confidential information.  The  
Debtors will file the Agreement under seal for the Court's in  
camera review.  Otherwise, both the Debtors' and TSA's  
competitors could utilize the information in an adverse way.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier. The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 69; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


US AIRWAYS: Bankruptcy Court Approves GE Settlement Agreement
-------------------------------------------------------------
US Airways won bankruptcy court approval allowing the company to
proceed with the aircraft leasing, financing, and engine services
agreement announced on Nov. 26, 2004, with GE Capital Aviation
Services (GECAS), and GE Engine Services (GEES).

The agreement provides US Airways with $140 million in interim
liquidity through a new bridge facility and the deferral of
aircraft debt and lease payments coming due over the next six
months, as well as annual cash savings on aircraft ownership and
engine maintenance costs.  Also, GECAS will lease up to 31 new 70-
and 90-seat regional jet aircraft to US Airways over the next
three years, and US Airways would return 25 of its 281 mainline
aircraft over the same time period.

In exchange, upon successful emergence from Chapter 11, US Airways
would issue to GECAS a 15-year convertible note for between
$125 million and $216 million, depending on future lease options
selected by US Airways.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

         * US Airways, Inc.,
         * Allegheny Airlines, Inc.,
         * Piedmont Airlines, Inc.,
         * PSA Airlines, Inc.,
         * MidAtlantic Airways, Inc.,
         * US Airways Leasing and Sales, Inc.,
         * Material Services Company, Inc., and
         * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts. In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.


US AIRWAYS: Inks Tentative Cost Savings Pact with AFA
-----------------------------------------------------
US Airways and its flight attendants, represented by the
Association of Flight Attendants (AFA), reached a tentative
agreement on $94 million in cost savings as part of the company's
Transformation Plan.

The agreement was reached with the union's negotiating committee
and must be approved by the AFA's Master Executive Council,
ratified by the AFA's approximately 5,200 members and approved by
the bankruptcy court.  Terms were not disclosed.  The ratification
process is expected to be completed by year-end.

"Our flight attendant leaders have shown their willingness to make
the tough decisions necessary to help keep our company flying and
protect jobs for their members," said Bruce Ashby, US Airways
senior vice president of alliances and president of US Airways
Express, who headed negotiations for the company.  "US Airways'
success depends on the cooperation of all employees, and with this
agreement, we are much closer to becoming a stronger and more
competitive airline."

US Airways has ratified agreements with the Air Line Pilots
Association and the three units of the Transport Workers Union.  A
tentative agreement was reached on Dec. 2, 2004, with the
Communications Workers of America (CWA).  Negotiations continue
with the International Association of Machinists' mechanics and
related, fleet service workers, and maintenance training
specialists.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

         * US Airways, Inc.,
         * Allegheny Airlines, Inc.,
         * Piedmont Airlines, Inc.,
         * PSA Airlines, Inc.,
         * MidAtlantic Airways, Inc.,
         * US Airways Leasing and Sales, Inc.,
         * Material Services Company, Inc., and
         * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts. In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.


US AIRWAYS: Wants to Transfer ATSB Loan Tranche A to Govco
----------------------------------------------------------
In the first bankruptcy petition, US Airways, Inc., and its
debtor-affiliates received a loan guarantee from the Air
Transportation Stabilization Board.  The attendant $1,000,000,000
Loan is divided into two tranches:

  -- a $900,000,000 Tranche A Loan, which is fully guaranteed by
     the ATSB; and

  -- a $100,000,000 Tranche B loan which is not guaranteed.

The Tranche A Loan has a Primary Tranche A Lender, YC SUSI Trust,
which is a commercial paper conduit that borrows at low interest
rates.  Tranche A has an Alternate Tranche A Lender, Bank of
America, which is obligated to assume the Tranche A Loan if YC
SUSI Trust is unable to borrow in the commercial paper market.

The ATSB Loan is evidenced by a Loan Agreement between US Airways,
Inc., US Airways Group, the Tranche A Lenders, the Tranche B
Lenders, Phoenix American Financial Services, Inc., as Loan
Administrator, BofA, as Agent for the Lenders and Collateral
Agent, and the ATSB.  The ATSB's $900,000,000 guarantee of the
Tranche A Loan is described in a Guarantee Agreement.

The outstanding principal balance of the ATSB Loan is
$717,567,888, with $645,811,099 relating to the Tranche A Loan and
$71,756,789 relating to the Tranche B Loan.  The Debtors' second
bankruptcy petition constituted an event of default.  In response,
on October 26, 2004, YC SUSI Trust sent the ATSB a Demand for
Payment under the Guarantee.  Brian P. Leitch, Esq., at Arnold &
Porter, in Denver, Colorado, notes that if the ATSB pays YC SUSI
Trust, the Debtors' interest rate for the Tranche A Loan will
increase from a rate approximating AAA commercial paper plus 30
basis points, to the London Interbank Offered Rate plus 40 basis
points.

Mr. Leitch states that the Debtors want to maintain the lower
interest rate for the duration of the Loan, which matures in
October 2009.  Accordingly, rather than allow the ATSB to pay YC
SUSI Trust, the Debtors will assign the Tranche A Loan to a new
primary lender and a new alternate lender.  

To facilitate the loan transfer, the Debtors ask the Court to
approve the form and substance of three operative transaction
documents.  The Primary Tranche A Lender Assignment allows YC SUSI
Trust to assign its position as Primary Tranche A Lender to Govco
Incorporated.  The Alternate Tranche A Lender Assignment allows
BofA to assign its position as Alternate Tranche A Lender to
Citibank, N.A.

Amendment No. 5 to Loan Agreement effectuates the Assignments by
substituting Govco and Citibank for the initial Lenders, and makes
three technical changes to the Loan Agreement:

  i) Amendment No. 5 will change the definition of "Tranche A
     Applicable Interest Rate."  The different formulation of the
     cost of capital adopts Govco's preferred statement without
     any material effect;  

ii) Amendment No. 5 will expand the breakage protection
     available, mitigating Govco's exposure to pre-payment and
     non-payment risk; and

iii) Amendment No. 5 will revise the mechanics for appointment
     of a successor Agent or Collateral Agent to allow the
     Board to remove either entity without cause.

To effectuate the loan transfer, the Debtors ask the Court for:

  a) permission to pay costs and fees, including a $10,000
     assignment fee, plus the fees and expenses YC SUSI Trust,
     BofA, Govco, Citibank and the ATSB incurred in the
     negotiation and documentation of the Assignments;

  b) authorization to waive objections to the Assignments of the
     Tranche A Loan to the ATSB if Govco later demands payment
     under the Amended and Restated Guarantee;

  c) insulation of the Assignments from limitations on claims
     trading;

  d) authorization to release YC SUSI Trust, BofA, Govco,
     Citibank and the Agent from obligations for principal or
     interest on the Tranche A Loan which was paid; and

  e) permission to pay YC SUSI Trust the interest accrued on the
     Tranche A Loan as of December 27, 2004.

The Debtors further ask the Court to hold that the Order will have
no effect on the validity or enforceability of any lien, security
interest or priority claim under the Final Cash Collateral Order.

Mr. Leitch assures Judge Mitchell that the transactions
contemplated by the Assignment are appropriate and will advance
the administration of the estates.  The alterations will allow the
Debtors to enjoy a lower cost of capital.

                    Phoenix American Responds

Robert B. Kaplan, Esq., at Jeffer, Mangels, Butler & Marmaro, in
San Francisco, California, informs the Court that Phoenix American
Financial Services, Inc., as Loan Administrator, has not been
contacted on this issue, other than by service of the Debtors'
request.  Accordingly, Phoenix American's consent to the request
is not required and will not be forthcoming.

Mr. Kaplan says Phoenix American does not object to the request.  
The Response is intended to clarify Phoenix American's role under
the Loan Agreement.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

               * US Airways, Inc.,
               * Allegheny Airlines, Inc.,
               * Piedmont Airlines, Inc.,
               * PSA Airlines, Inc.,
               * MidAtlantic Airways, Inc.,
               * US Airways Leasing and Sales, Inc.,
               * Material Services Company, Inc., and
               * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 75; Bankruptcy Creditors' Service, Inc., 215/945-7000)


W.R. GRACE: Debtors Propose New Case Management Order
-----------------------------------------------------
David W. Carickhoff, Jr., Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub, P.C., in Wilmington, Delaware, recounts that
after three and one-half years since the Chapter 11 cases of W.R.
Grace & Co. and its debtor-affiliates were filed, there remain
over a hundred thousand unresolved asbestos claims pending or
otherwise asserted against the Debtors' estates.  The Debtors,
pursuant to the Bankruptcy Court's instruction, filed their Plan
of Reorganization on November 13, 2004.  The Plan contemplates a
process by which certain Holders of Asbestos Claims may elect to
either settle their asbestos claims against the Debtors' estates
or litigate pursuant to certain litigation protocols.

In separate, accompanying papers, the Debtors have proposed
settlement criteria for both Asbestos PI-SE Claims and Asbestos
PI-AO Claims through the PI-SE Trust Distribution Procedures and
PI-AO Trust Distribution Procedures.  The Debtors hope that these
TDPs can capture hoped-for settlements of many pending Asbestos PI
Claims.  Recognizing that not all Asbestos Claimants will meet the
criteria set out in the TDPs and that some qualifying Asbestos PI
Claimants will elect not to participate in these proposed
settlements, the Debtors believe that a provision must also be
made for litigation of non-settling Asbestos Claims.

Therefore, the Debtors ask the U.S. District Court for the
District of Delaware to enter a new case management order
establishing protocols for litigating asbestos-related claims
following plan confirmation.

The Debtors seek to institute the litigation protocols by which
non-settling Asbestos Claims can be effectively and efficiently
resolved.  In particular, the Debtors ask the District Court to
either enter an order granting:

    (a) the Original CMO Motion, establishing pre-confirmation
        litigation protocols for the resolution of Asbestos
        Claims; or

    (b) the New CMO Motion, establishing litigation protocols for
        the post-confirmation resolution of non-settling Asbestos
        Claims.

In either case, the Debtors ask the District Court to establish
the process by which their Asbestos Claims liability can be
resolved in an efficient and effective manner pursuant to certain
defined and sequential litigation protocols.  While the Debtors
are confident that they would succeed at trial with respect to a
substantial majority of the Asbestos Claims, it would be an
unnecessary waste of the estates' assets to pursue costly
individual litigation of the Asbestos Claims at this time,
particularly where many of the Asbestos Claims share similar
deficiencies that can be effectively resolved en masse, saving
both the Debtors and the District Court valuable time and
resources.  The New CMO Motion proposes establishing case
management protocols for the efficient post-confirmation
resolution of the Asbestos Claims.

Mr. Carickhoff reminds the District Court that the Debtors filed
their Original CMO Motion to resolve their actual liability with
Holders of Asbestos Claims through pre-confirmation common issues
litigation.  The Asbestos PI Committee opposed the Debtors' case
management procedures, and responded instead with a proposal to
estimate the size of the post-confirmation trust to be set aside
for the clams based solely on its preferred method of
extrapolating future claim obligations from the Debtors' pre-
bankruptcy claim settlements.  In the five or more years preceding
the bankruptcy, those settlements were typically made on a large
scale, "inventory" basis, because the volume of claims precluded
the Debtors from resolving them through the tort system based on
their individual merits.

As detailed in the Original CMO Motion, an analysis of claims
asserted against the Debtors showed that the vast majority lacked
any reliable evidence of medical impairment or injury, and also
lacked evidence of any actual exposure to the Debtors' asbestos
products.

While the Debtors are prepared to commence pre-confirmation
litigation pursuant to the Original CMO Motion, the New CMO Motion
provides an alternative path for litigating the common asbestos
liability issues following the confirmation of the Plan.  Toward
that end, the Debtors propose to set aside the Asbestos Trust for
Asbestos Claimants satisfying recognized evidentiary standards as
to causation for asbestos-related claims, including sufficient
exposure to the Debtors' asbestos-containing products.

The Debtors also filed a separate motion asking the Bankruptcy
Court to set a bar date by which certain Holders of Asbestos PI
Claims or Previously Settled and Adjudicated Asbestos Claims as to
which, in either case, litigation was actually commenced prior to
the Petition Date must file proofs of claim to preserve their
rights against the Debtors' estates.

In connection with this process, the Estimation Motion seeks
approval to use and distribute a customized short-form proof of
claim and a detailed questionnaire for Holders of Asbestos PI
Prepetition Litigation Claims.

The Debtors propose to use the Asbestos PI Questionnaire for
estimating the Debtors' aggregate Asbestos PI Claim liability and
facilitating the settlement of Asbestos Claims by providing an
option for Holders of Asbestos PI Claims to elect to receive a
cash settlement payment from the Debtors' estates.  The scope of
each Asbestos PI Claimant's rights with respect to the election
will depend on whether the Claimant holds an Asbestos PI-SE Claim
or an Asbestos PI-AO Claim.

The Debtors request that the proposed New CMO be applicable to
Holders of Asbestos PI Claims who elect the Litigation Option
under the Plan and non-ZAI Asbestos PD Claims.

The Debtors and the Asbestos Trust propose this five-step process
for the litigation and allowance or disallowance of all Asbestos
Claims pursuant to the New CMO:

    (A) Omnibus Objections and Summary Judgment

        The Debtors propose to use the information obtained from
        the Asbestos PI Proofs of Claim, Asbestos PD Proofs of
        Claim and Asbestos PI Questionnaires, and initially file
        omnibus claims objections and, where necessary, move for
        summary judgment, requesting  dismissal of Asbestos Claims
        that fail to meet certain threshold requirements for a
        valid claim, including:

        -- Asbestos Claims that fail to comply with the
           requirements for completing and submitting the Court-
           approved Proofs of Claim and Asbestos PI
           Questionnaires

        -- Asbestos Claims that are based on unreliable scientific
           evidence of injury or causation;

        -- Asbestos Claims that are subject to the statute of
           limitations defense;

        -- Asbestos Claims that fail to allege the requisite
           exposure to the Debtors' products; and

        -- Asbestos Claims that lack reliable evidence that the
           Debtors' products or conduct caused the claimed disease
           or property damage.

        The omnibus objections and summary judgment motions would
        be filed with the Court on an aggregate basis, allowing
        the Court to efficiently resolve these questions on a
        common issue basis with respect to numerous pending
        Asbestos Claims.

    (B) Rule 42 Trials

        For those Asbestos Claims that withstand summary judgment
        scrutiny, but which present common issues capable of
        resolution on an aggregate basis, the parties would
        proceed to Rule 42 common issue trials.

    (C) Application of Common Issue Trial rulings to pending
        claims

        The Debtors would file motions for summary judgment with
        respect to those individual claims or groups of claims
        that failed to state a claim under the Court's Common
        Issue Trial rulings.

    (D) Claims Review and Resolution Process

        Upon resolution of the Common Issue Trials and any follow-
        on summary judgment motions, the proposed New CMO will
        provide for an individualized claims review by the Debtors
        for purposes of determining a settlement offer, that, If
        necessary, will be followed by a settlement procedure,
        including mandatory, court-supervised mediation.

    (E) Jury Trial

        Those Holders of Asbestos Claims who reject the Debtors'
        settlement offer and for whom the mediation process is
        unsuccessful will retain the right to a jury trial in the
        District of Delaware.

On July 19, 2004, the Bankruptcy Court granted the Debtors a
limited waiver of Del. Bankr. L. Rule 3007-1 for the purpose of
streamlining objections to non-ZAI Asbestos PD Claims filed
pursuant to the March 2003 Bar Date Order.  The Asbestos PD
Gateway Order, however, does not provide for any additional
protocols for resolving non-ZAI Asbestos PD Claims beyond the
Gateway Omnibus Objections.  Therefore, with respect to the non-
ZAI Asbestos PD Claims, the Debtors request that the proposed
litigation protocols under the New CMO apply for purposes of
resolving those Asbestos PD Claims that withstand, or otherwise
are not subject to, the Gateway Omnibus Objections.  Among other
things, the New CMO will provide for non-ZAI Asbestos PD Claims to
be resolved through Rule 42 Common Issue Trials, mandatory
settlement proceedings and, if necessary, trial.

The Debtors believe that the use of the Asbestos PI Questionnaires
and Court-approved Proofs of Claim is proper and efficient.  It is
consistent with prior Bankruptcy Court orders and with applicable
law.  Moreover, the information requested in the Questionnaire is
consistent with the information required by major asbestos
personal injury trusts when assessing the merits of an asbestos
claim for purposes of determining a settlement amount.

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,  
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in
their restructuring efforts. (W.R. Grace Bankruptcy News, Issue
No. 76; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WACHOVIA BANK: Fitch Puts Low-B Ratings on Six Mortgage Certs.
--------------------------------------------------------------
Fitch Ratings affirms Wachovia Bank Commercial Mortgage Trust's
commercial mortgage pass-through certificates, series 2003-C9:

     -- $97.2 million class A-1 'AAA';
     -- $123.8 million class A-2 'AAA';
     -- $210.3 million class A-3 'AAA';
     -- $508.5 million class A-4 'AAA';
     -- Interest-only class X-P 'AAA';
     -- Interest-only class X-C 'AAA';
     -- $34.5 million class B 'AA';
     -- $17.2 million class C 'AA-';
     -- $33.0 million class D 'A';
     -- $14.4 million class E 'A-';
     -- $15.8 million class F 'BBB+';
     -- $15.8 million class G 'BBB';
     -- $15.8 million class H 'BBB-';
     -- $8.6 million class J 'BB+';
     -- $5.7 million class K 'BB';
     -- $4.3 million class L 'BB-';
     -- $4.3 million class M 'B+';
     -- $5.7 million class N 'B';
     -- $2.9 million class O 'B-'.

Fitch does not rate the $20.1 million class P certificates.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the November 2004
distribution date, the pool has paid down 1% to $1.14 billion from
$1.15 billion at issuance.

Fitch reviewed the credit assessments of these five loans:

     * West Oaks Mall (6.6%);
     * Park City Center (5.7%);
     * Chula Vista Center (5.6%);
     * Meadows Mall (4.8%); and
     * Columbia Corporate Center (0.9%).

The debt service coverage ratio -- DSCR -- for each loan is
calculated using borrower provided net operating income less
reserves divided by debt service payments based on the current
balance using a Fitch-stressed refinance constant.  Based on their
stable to improved performance, all five loans maintain
investment-grade credit assessments.

For the six months ended June 30, 2004, the DSCR for the West Oaks
Mall was 1.40 times, compared with 1.37x at issuance.  The DSCRs
for the Park City Center and Chula Vista Center for the three
months ended March 31, 2004 were 2.06x and 1.06x, compared with
2.13x and 1.05x at issuance, respectively.

As of March 31, 2004, occupancy at the Park City Center remained
unchanged from issuance at 96%, while occupancy at the Chula Vista
Center improved to 95% from 88.4% at issuance.  For the six months
ended June 30, 2004, the DSCR for the Meadows Mall remained
relatively stable at 2.00x, compared with 2.10x at issuance.  
Occupancy dropped just slightly to 95.8% as of Sept. 30, 2004,
from 96.6% at issuance.  For the Columbia Corporate Center, the
DSCR was 1.42x as of year-end 2003, compared with 1.49x at
issuance.  Physical occupancy was 56%; however, the property
remained 100% leased on a master lease.


WAY TO PLAY INC: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Way to Play, Inc.
        1342 Pepperidge
        O'Fallon, Illinois 62269

Bankruptcy Case No.: 04-35052

Chapter 11 Petition Date: December 15, 2004

Court: Southern District of Illinois (East St Louis)

Debtor's Counsel: Stephen R. Clark, Esq.
                  Courtney, Clark & Associates
                  104 South Charles Street
                  Belleville, IL 62220
                  Tel: 618-233-5900
                  Fax: 618-234-8028

Total Assets: $4,450,000

Total Debts:  $1,800,950

Debtor's 7 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
First Bank                    Secured Value:            $750,000
c/o The Kunin Law Office,     $2,400,000
L.L.C.
412 Missouri Avenue
East. St. Louis, IL 62201

Small Business Growth Corp.   Secured Value:            $750,000
2921 Greenbriar Drive,        $2,400,000
Suite C
Springfield, IL 62704-6425

Daryl Navo                                              $115,000
137 Stricker Road
Ellisville, MO 63011

Doyce Thorpe-Fiore                                       $32,000

The Icee Company                                          $1,700

Coca Cola Enterprises                                     $1,150

Allen Foods                                               $1,100


WCI STEEL: Court Says Reorganization Plans Need Legal Compliance
----------------------------------------------------------------
U.S. Bankruptcy Judge Marilyn Shea-Stonum filed an opinion late
Wednesday concerning confirmation of the two proposed WCI Steel,
Inc. reorganization plans previously presented to the court.  The
opinion reflects the judge's conclusion that neither plan meets
all of the legal requirements for confirmation.  The opinion is
not a formal ruling on the plans, however, and the judge has said
that she will not enter such a ruling for the next several weeks.  
The opinion contemplates a period of moratorium for further
efforts by both plan sponsors to reach a consensual agreement.

The WCI reorganization plan, sponsored by its ultimate parent
company, The Renco Group, Inc., would have enabled WCI to emerge
from bankruptcy under its current ownership with a new labor
contract in place.

Edward R. Caine, WCI vice chairman and chief restructuring
officer, said that WCI remains committed to presenting a
reorganization plan that maximizes the long-term value of the WCI
estate.  He added that the court's opinion did indicate that a
framework for a confirmable plan exists and suggested that the
parties explore possible amendments to the WCI plan as a means to
that end.

"We are obviously disappointed that completion of the process will
be delayed, but WCI is resolute in our desire to bring forth a
reorganization plan that will be confirmed," Mr. Caine said. "WCI
is a solid company that will ultimately emerge from bankruptcy as
a viable player in the steel market."

Mr. Caine stressed that the court's opinion will not affect
company operations, noting that WCI has reported strong profits in
recent months and that the company's financial outlook remains
positive.

"We have the financial capability to meet our commitments to our
bankers, vendors and employees," Mr. Caine said.  "We've greatly
appreciated their support during these proceedings and we ask for
their continued patience as we work through the reorganization
process."

WCI is an integrated steelmaker producing more than 185 grades of
custom and commodity flat-rolled steel at its Warren, Ohio
facility.  WCI products are used by steel service centers,
convertors and the automotive and construction markets.  WCI Steel
filed for chapter 11 protection on Sept. 16, 2003 (Bankr. N.D.
Ohio Case No. 03-44662).  Christine M Pierpont, Esq., and G.
Christopher Meyer, Esq., at Squire, Sanders & Dempsey, L.L.P.,
represent the Company.  When WCI Steel filed for chapter 11
protection it reported $356,286,000 in total assets and
liabilities totaling $620,610,000.


WMC MORTGAGE: Fitch Junks Class B Series 1997-1 Certificates
------------------------------------------------------------
Fitch has taken rating actions on WMC Mortgage loan pass-through
certificates:

Series 1997-1:

     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A-';
     -- Class B remains at 'CCC'.

Series 1997-2:

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

Series 1998-1:

     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B downgraded to 'B' from 'BB'.
          
Series 1999-A:

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

Series 2000-A:

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

All of the mortgage loans in the aforementioned transactions were
either originated or acquired by WMC Mortgage Corp.  The mortgage
loans consist of fixed-rate and adjustable-rate mortgages extended
to subprime borrowers and are secured by first liens, primarily on
one- to four-family residential properties.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect approximately $109.8 million of
outstanding certificates.  The negative rating action, which
affects approximately $1.8 million of outstanding certificates, is
taken due to worse-than-expected performance of the underlying
collateral, as well as diminishing credit enhancement.  As of the
November 2004 distribution date, the transactions are seasoned
from a range of 55 to 87 months, and the pool factors (current
mortgage loans outstanding as a percentage of the initial pool)
range from approximately 4% to 14%.

In the series 1998-1 transaction, the high level of losses
incurred has resulted in the decline of overcollateralization --OC
-- to $821,442, providing 6.44% credit enhancement (less than 2
times original) for class B. 90 plus delinquencies (including
bankruptcies, foreclosures, and real estate owned) currently stand
at 36.91%.  The current pool factor for series 1998-1 is
approximately 4%.

Fitch will continue to closely monitor these deals.


YUKOS OIL: Begs U.S. Bankruptcy Court for Order Halting Auction
---------------------------------------------------------------
In an attempt to halt the auction of Yuganskneftegas equity
seized by the Russian Government that's currently scheduled for
Dec. 19, 2004, Yukos Oil Company filed a complaint in the U.S.
Bankruptcy Court requesting an injunction against:

      * the Russian Federation,
      * OOO Gaspromneft,
      * ZAO Intercom,
      * OAO First Venture Company,
      * ABN Amro,
      * BNP Paribas,
      * Calyon,
      * Deutsche Bank,
      * JP Morgan
      * Dresdner Kleinwort Wasserstein, and
      * any and all other banks and financial institutions that
        do business in the United States that would provide any
        financing for any bidders at the December 19, 2004
        auction scheduled in Moscow for the stock of
        Yuganskneftegas, which is Yukos' primary asset.

Within a week, Zack A. Clement, Esq., at Fulbright & Jaworski,
LLP, tells Judge Clark, Yukos is about to suffer immediate and
irreparable harm if the Court doesn't issue the injunction.  If
Yukos is able to obtain an injunction now, the Company says, it
may never need to file a Chapter 11 case for a host of affiliated
companies.

                           The Players

OOO Gazpromneft has been instructed by the Russian Government
(Gazpromneft's principal shareholder) to bid for the YNG stock in
the Auction, according to press reports.  As of December 10,
2004, three entities have been reported to have filed with
Russia's Federal Antimonopoly Service to bid at the Auction: (1)
Gazprom, (2) OAO First Venture Company, and (3) ZAO Intercom.  

Yukos understands from an Interfax press report that Gazprom is
raising financing for the Auction from a consortium of
international banks, including: (a) ABN Amro, (b) BNP Paribas,
(c) Calyon, (d) Deutsche Bank, (e) Dresdner Kleinwort Wasserstein
and (f) J.P. Morgan.  All of these Auction Financiers have U.S.
offices and operations.

                       The Auction's Rigged

Yukos believes that the Auction will not be conducted in a
commercially reasonable fashion designed to bring the highest
price.  Bids at the Auction will start at $8.65 billion, yet the
Russian Government's own appraisal of YNG valued it at between
$15.7 and $18.6 billion and independent assessments of its asset
value suggest $20 billion or more (YNG produces approximately 1
million barrels of oil a day and is, by itself, one of the
world's largest oil and gas companies).  Several major western
oil companies and the Chinese national oil company which had
previously expressed interest in the YNG assets have indicated
that they will not participate in the Auction.  Yukos is not
aware of either Intercom or First Venture as a company involved
in the oil and gas industry, or as a company capable of such a
substantial transaction.  If there is only one real bidder at the
December 19 Auction, then the shares of YNG may be sold to state-
owned Gazprom at a price substantially below YNG's asset value.

Adding some color, Bruce K. Misamore, Chief Financial Officer and
a Member of the Management Board of Yukos-Moscow, the managing
company of Yukos Oil Company, tells Judge Clark that since
announcing the Auction, the Russian Government has proceeded far
down the ranks below Yukos' former CEO, Mikhail Khodorkovsky,
with its efforts to arrest Yukos' managers, keeping them from
doing their jobs, and has jailed or threatened to charge other
company employees on improper criminal charges.  For example, Mr.
Misamore relates, within the past week, Svetlana Bakhmina, a
young Deputy General Counsel of Yukos and the mother of two young
children, was arrested late at night at her home in Moscow on
charges relating to her legal work at Yukos.  It has been
reported to Mr. Misamore that she is currently in a semi-
conscious state unable to recognize colleagues shown to her.  
This is just a solitary yet eminently repugnant example of a
series of such recent malicious arrests of Yukos employees and
outside service providers.

                          The Injunction

The Debtor tells Judge Clark they will suffer irreparable harm,
for which there is no adequate remedy at law, if the Defendants,
their officers, agents, servants, employees, attorneys, and those
persons in active concert or participation with them, are not
enjoined permanently from all actions seeking:

     (a) to continue pre-petition actions and proceeding against
         the Debtor to recover a claim against the Debtor that
         arose pre-petition;

     (b) the enforcement against the Debtor or against property
         of the estate of a judgment obtained pre-petition;

     (c) to obtain possession of property of the estate or of
         property from the estate or to exercise control over
         property of the estate;

     (d) to create, perfect, or enforce any lien against property
         of the estate;

     (e) to create, perfect, or enforce against property of the
         Debtor any lien to the extent that such lien secures a
         claim that arose pre-petition;

     (f) any act to collect, assess, or recover a claim against
         the Debtor that arose pre-petition; and

     (g) the setoff of any debt owing to the Debtor that arose
         pre-petition against any claim against the Debtor.

In particular, the Debtor seeks to enjoin the Defendants, their
officers, agents, servants, employees, attorneys, and those
persons in active concert or participation with them, from taking
any actions with respect to the YNG stock pending international
arbitration between the Debtor and the Russian Federation
concerning alleged tax liabilities.

The issuance of a preliminary restraining order prohibiting an
auction of the YNG Stock from taking place and temporarily
enjoining all further attempts by parties to take away the
Debtor's assets will protect the public interest by insuring that
the investments of U.S. residents in the Russian Federation are
treated in accordance with international norms as guaranteed by
the Russian Federation in the Foreign Investment Law, Yukos
argues.

                          *     *     *

Judge Clark convened hearings on Dec. 15 and 16 on Yukos Oil Co.'s
request for an injunction to halt the Dec. 19 auction of Yukos'
equity in Yuganskneftegas by the Russian Federation to satisfy
Yukos' alleged tax obligations.

Zack A. Clement, Esq., at Fulbright & Jaworski, LLP, stressed that
time is of the essence.  If the Russian Government's sham tax sale
isn't stalled, 60% of Yukos will evaporate and that value will be
lost forever.

                 Threshold Jurisdictional Question

Hugh M. Ray, Esq., at Andrews Kurth, LLP, appeared before Judge
Clark to argue that Deutsche Bank AG objects to many things.

Fundamentally, Deutsche Bank thinks Yukos' Chapter 11 case should
never have been filed because Yukos doesn't have any significant
ties to the Southern District of Texas.  The $7 million on deposit
in U.S. banks is de minimis in a multi-billion dollar enterprise,
Yukos has no meaningful operations in the U.S., and having U.S.
shareholders is irrelevant to the issue of the propriety of Yukos
filing for Chapter 11 protection.

In fact, in a lawsuit filed by Dardana Ltd. against Yukos in 2002
in Texas, Yukos argued at length that the case should be dismissed
on the grounds that it had no ties to Texas and Dardana should
have filed its lawsuit nine time zones to the east in Moscow.  The
lawsuit was ultimately settled before the Court issued any
jurisdictional ruling.  Yukos has a simple response to its 2002
arguments: times change.

To provide the Court with a factual record, Mr. Clement called
Bruce K. Misamore to the witness stand to talk about Yukos'
connections with the Southern District of Texas.  Mr. Misamore is
Yukos' Chief Financial Officer and a Member of the Management
Board of Yukos-Moscow, the managing company of Yukos Oil Company.

Matthew J. Botica, Esq., at Winston & Strawn, LLP, representing
Gazprom, asked Mr. Misamore exactly how many Yukos' 100,000
employees are in the United States.

"One," Mr. Misamore responded.

And the bulk of Yukos' assets are located where, Mr. Botica
queried?

"Russia," Mr. Misamore responded.

Is Yukos' office in Houston your home office, Mr. Botica asked?

"Yes," Mr. Misamore answered.

There is ample case law, Mr. Clement says, to support Yukos'
qualification to be a debtor under 11 U.S.C. Sec. 109.  Mr.
Clement directs Judge Clark's attention to In re Global Ocean
Carriers Ltd., 251 B.R. 31 (Bankr. D. Del. 2000), a shipping
company headquartered in Greece and 15 of its subsidiaries filed
petitions in Delaware.  Overruling a motion to dismiss brought by
a small creditor and a group of minority shareholders, the
Delaware Bankruptcy Court held that a few thousand dollars in a
bank account and the unearned portions of retainers provided to
local counsel constituted property sufficient to form a predicate
for a filing in the United States; In re Iglesias, 226 B.R. 721,
722-23 (Bankr. S.D. Fla. 1998) ($500 in a bank account sufficient
predicate with respect to a citizen of Argentina); and 2
L. King, Collier on Bankruptcy, par. 109.02[3] (15th ed. rev.
2003), stating without qualification, "there is virtually no
formal barrier to a foreign entity commencing a case under title
11 in the United States."

With respect to Mr. Misamore working from home, Mr. Clement points
Judge Clark to In re Carnera, 6 F. Supp. 267, 269 (S.D.N.Y. 1933)
(case under former Bankruptcy Act holding a New York City hotel
room was a "principal place of business" for a boxer domiciled in
Italy although there was no sign on the door).  "Mr. Misamore's
pre-petition presence in Houston, precipitated by the threats to
the personal safety and freedom of Yukos' officers and employees,
together with his carrying out of his duties as Chief Financial
Officer of the Debtor in the Southern District of Texas establish
that Yukos has a place of business in the United States," Mr.
Clement argued.

With that, Judge Clark said she'd heard enough.  For the time
being, the Court will operate under the assumption that Yukos is
sufficiently qualified to proceed with a Chapter 11 case, subject
to a ruling on the issue at a later date.

Following the old maxim that justice delayed is justice denied,
Judge Clark directed that the parties move forward and present
their cases for and against the Bankruptcy Court issuing the
injunction the Debtor's requested.  Judge Clark made it clear that
any injunction issued at this early juncture -- and that's not
suggesting that one will be issued -- would be in the form of a
15-day temporary restraining order.

                      Let's Talk About Value

Judge Clark questioned the Debtor's assertions about the value of
Yuganskneftegas.  The Debtor's pleadings say that YNG is slated to
be sold for $8.65 billion, and that number is much less than other
folks' values ranging from $15.7 to more than $20 billion.  The
Court, Judge Clark indicated, needs evidence to support these
allegations.

Mr. Misamore offered Judge Clark information about his personal
background, what he knows and what he's concluded.

Mr. Misamore advised Judge Clark that he has worked for 27 years
in the oil and gas industry, in Houston, London, Findlay (Ohio)
and Moscow.

"From December 1998 to October 1999, I was Senior Vice President
at
PennzEnergy Company in Houston, and before that I spent over five
years at Pennzoil Company in Houston as, among other positions,
Vice President and Treasurer," Mr. Misamore testified.  "Prior to
that I spent 17 years at USX Corporation/Marathon Oil Company,
including time in its Houston office, in a host of different
roles, including Director of Corporate Finance and Manager of
Financial Planning."

"In 1972, I received a B.S.B.A. in Finance, Banking and Credit
Management, and in 1973, I received an M.B.A., with concentration
of finance, both degrees undertaken and awarded from Bowling Green
State University, Bowling Green, Ohio," Mr. Misamore testified
concerning his academic credentials.

Mr. Misamore mentioned to Judge Clark that he also currently
serves as a Director on the U.S.-Russia Business Council in
Washington, D.C.

In his role as Yukos' CFO since 2001, Mr. Misamore relates he's
been on the front line in every major discussion and decision
relative to Yukos' multi-nationalization, negotiation and
execution of joint venture investment and strategic alliance
agreements with major international companies, and talks with
major U.S. companies about their purchasing equity in Yukos
subsidiaries.

Mr. Misamore says he has personal knowledge that, at the Russian
Government's request, Dresdner Kleinwort Wasserstein valued the
shares of YNG in preparation for the auction.  Dresdner came back
with a valuation of US$15 to US$18 billion, after considering
potential liabilities.  In making its valuation, Dresdner: (i)
reduced its valuation significantly for the alleged taxes owed by
YNG; and (ii) reduced its valuation for YNG alone for guarantees
owed collectively by a number of Yukos subsidiaries for loans
taken out by Yukos.  Mr. Misamore has personal knowledge of other
independent bank appraisals reporting YNG asset values at around
US$20 billion.  Incredibly, Mr. Misamore says, the Russian
Government has said it is prepared to auction YNG on Dec. 19 at an
$8.65 billion -- less than half what YNG's worth.

"With the price of crude oil today, and the identified recoverable
resources which we believe are in YNG's portfolio," Mr. Misamore
told Judge Clark, "a fair auction could value YNG well in excess
of US$20 billion.  I agree with the reports in the press that this
auction is being organized by the Government so that it can sell
our crown jewel to a Government-owned entity for an artificially
low price.  If the auction is consummated, Yukos will be severely
and irreparably damaged."

                      Gazpromneft Wants Out

Konstantin A. Chuychenko, Esq., General Counsel for OAO Gazprom,
gives Judge Clark 25 reasons that the U.S. Bankruptcy Court in
Texas doesn't have personal jurisdiction over his company:

     1.  Gazpromneft is organized under the laws of the Russian
         Federation, Gazpromneft's principal place of business is
         and has always been located in the Russian Federation.

     2.  Gazpromneft has never had offices in the United States;
         its offices are and have always been in the Russian
         Federation.  All of Gazpromneft's witnesses who would
         have knowledge of any matter relating to this action are
         located in the Russian Federation.

     3.  Gazpromneft has never been a corporation organized in
         the State of Texas or a corporation authorized to
         conduct business in Texas.

     4.  Gazpromneft has never owned any real property or paid
         taxes in the State of Texas or elsewhere within the
         territorial boundaries of the United States.

     5.  Gazpromneft has never engaged in any business in the
         State of Texas, nor committed any tort, in whole or in
         part, within the State of Texas or elsewhere within the
         territorial boundaries of the United States.

     6.  Gazpromneft has never maintained a place of business or
         other business operations in Texas or elsewhere within
         the territorial boundaries of the United States.

     7.  Gazpromneft has never sold, distributed, or licensed any
         products in the State of Texas.

     8.  Gazpromneft has never sold, distributed, or licensed any
         products through the mail into the State of Texas or
         elsewhere within the territorial boundaries of the
         United States.

     9.  Gazpromneft has never exercised daily control over any
         entity which has contacts with the State of Texas or
         elsewhere within the territorial boundaries of the
         United States.

     10. Gazpromneft has never had any headquarters, registered
         office or registered agent in the State of Texas or
         elsewhere within the territorial boundaries of the
         United States.

     11. Gazpromneft has never established an address or
         telephone number in the State of Texas or elsewhere
         within the territorial boundaries of the United States.

     12. Gazpromneft has never appointed any agent for service
         of process in the State of Texas or elsewhere within the
         territorial boundaries of the United States.

     13. Gazpromneft has never maintained a bank account in the
         State of Texas or elsewhere within the territorial
         boundaries of the United States.

     14. Gazpromneft has never made a loan application or
         received a loan in the State of Texas or elsewhere
         within the territorial boundaries of the United States.

     15. Gazpromneft has never had any officers, directors,
         shareholders, employees or agents in the State of Texas
         or elsewhere within the territorial boundaries of the
         United States.

     16. Gazpromneft has never owned an interest in real or
         personal property located in the State of Texas or
         elsewhere within the territorial boundaries of the
         United States, nor has Gazpromneft paid any income or
         property taxes on property located in the State of Texas
         or elsewhere within the territorial boundaries of the
         United States.

     17. Other than this lawsuit, Gazpromneft has never been a
         party to any legal action in the State of Texas or
         elsewhere within the territorial boundaries of the
         United States.

     18. Gazpromneft has never contracted to insure any person,
         property, or risk located in the State of Texas at the
         time of contracting or elsewhere within the territorial
         boundaries of the United States.

     19. Gazpromneft has never hired any employees who are or
         were at the time of employment domiciled in the State of
         Texas or elsewhere within the territorial boundaries of
         the United States.

     20. Gazpromneft has never maintained continuous and
         systematic contacts with the State of Texas.

     21. Gazpromneft has never created a substantial connection
         between itself and the State of Texas or elsewhere
         within the territorial boundaries of the United States.

     22. Gazpromneft has never maintained records, goods, or
         other business supplies in the State of Texas or
         elsewhere within the territorial boundaries of the
         United States.

     23. No meeting of Gazpromneft's Board of Directors has ever
         taken place in the State of Texas or elsewhere within
         the territorial boundaries of the United States.

     24. Gazpromneft has never directed any of its advertising
         specifically toward Texas residents, nor has it ever
         advertised in any publications that are directed
         primarily toward Texas residents.

     25. Gazpromneft has never derived revenue from goods sold in
         the State of Texas.

Christine Kirchner, Esq., at Chamberlain, Hrdlicka, White,
Williams & Martin, in Houston, argues that Gazpromneft should be
dismissed from Yukos' lawsuit because it has insufficient contacts
with the State of Texas to support the prosecution of a case
against in and the Bankruptcy Court's exercise of jurisdiction
over Gazpromneft would offend traditional notions of fair play and
substantial justice.

Not so, Yukos counters.  William Helfand, Esq., from Chamberlain,
Hrdlicka, entered an appearance at the Dec. 15 hearing on
Gazpromneft's behalf and Mr. Botica, representing Gazprom, cross-
examined Mr. Misamore on Dec. 16.  Mr. Clement says that because
Gazpromneft has entered an appearance and participated in Yukos'
Chapter 11 case, Fifth Circuit case law says that Gazpromneft has
consented to the jurisdiction of the U.S. Bankruptcy Court. See
Adams v. Unione Mediterranea De Sicurta, 220 F.3d 659 (5th Cir.
2000) (citing Travelers Indem. Co., 798 F.2d at 834).

                  Deutsche Bank's Real Problem

Mr. Ray confirmed that Deutsche Bank AG leads the lending
syndicate that's backing Gazprom's bid.  The Lenders are scheduled
to close on a 10 billion euro loan agreement some time Saturday.

Deutsche Bank argues that it is improper for Yukos to interject
itself into a borrower-lender transaction to which it is not a
party.  Mr. Ray says that the Lenders will suffer economic losses
if the loan does not close, and hinted those lenders will be
looking to someone for payment.

                      Decision Forthcoming

Judge Clark told Messrs. Clement and Ray that she understands the
time pressure everybody's working under.  Judge Clark will take
the parties' arguments under advisement and issue her decision as
soon as possible . . . which will need to be sometime tomorrow or
very early Saturday.

                           Predictions

Lynn Cook and Tom Fowler at the Houston Chronicle surveyed a
number of bankruptcy attorneys about Yukos' three-part strategy
before the Bankruptcy Court.  "The consensus seems to be the
company has a snowball's chance in, well, Houston," Ms. Cook and
Mr. Fowler say.  Alan Gover, Esq., at Dewey Ballantine, told the
reporters it's improbable Yukos will succeed since U.S. bankruptcy
laws are designed to let companies protect U.S. assets on behalf
of owners and creditors, but those laws don't carry much weight
beyond American shores.  Mr. Ray dubbed Yukos' filing "a legal
Hail Mary" when he spoke to the reporters.

Dan Harris, Esq., an attorney with Harris Moure, PLLC, in Seattle,
with nearly 20 years experience handling numerous international
dispute resolution cases, says Yukos has one more card to play if
the three it's shown don't produce a winning hand.

"There is an obscure law that allows US courts to take
jurisdiction in a case pending elsewhere if the party seeking to
have the US Court assume jurisdiction can show that the court in
the other country is incapable of providing a fair trial," Mr.
Harris explains.  Yukos has made that argument and the facts Mr.
Misamore has put into the record make that case.

In 2002, Mr. Harris argued this law in a federal court case in
Alaska, J.V. Ocean Fisheries (Cyprus) Limited v. Galina and
Zarubino C Port Open Joint Stock Company.  Mr. Harris opposed a
Cypriot company's attempt to get the U.S. court to assume
jurisdiction because of purported corruption in the Russian
courts.  He prevailed on his argument by convincing the court that
the standard for finding such corruption must be very strong and
that the Cypriot plaintiff had failed to meet that standard.

Regarding Yukos, Mr. Harris says there is significant reason to
believe the Russian courts may not be capable of providing a fair
trial, given the involvement of Vladimir Putin and the Russian
Government.

Headquartered in Houston, Texas, Yukos Oil Company is an open
joint stock company existing under the laws of the Russian
Federation. Yukos is involved in the energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets. The Company filed for
chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex. Case No.
04-47742). Zack A. Clement, Esq., C. Mark Baker, Esq., Evelyn H.
Biery, Esq., John A. Barrett, Esq., Johnathan C. Bolton, Esq., R.
Andrew Black, Esq., Fulbright & Jaworski, LLP, represent the
Debtor in its restructuring efforts. When the Debtor filed for
protection from its creditors, it listed $12,276,000,000 in total
assets and $30,790,000,000 in total debts.


* BOOK REVIEW: Macy's For Sale
------------------------------
Author:    Isadore Barmash
Publisher: Beard Books
Paperback: 192 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981726/internetbankrupt

Review by Henry Berry

Isadore Barmash writes in his Prologue, "This book tells the story
of Macy's managers and their leveraged buyout, the newest and most
controversial device in the modern financial armament" when it
took place in the 1980s.  At the center of Barmash's story is
Edward S. Finkelstein, Macy's chairman of the board and chief
executive officer.  Sixty years old at the time, Finkelstein had
worked for Macy's for thirty-five years.  Looking back over his
long career dedicated to the department store as he neared
retirement, Finkelstein was dismayed when he realized that even
with his generous stock options, he owned less than one percent of
Macy's stock.  In the years leading up to his unexpected, bold
takeover, Finkelstein had made over Macy's from a run-of-the-mill
clothing retailer into a highly profitable business in the lead of
the lucrative and growing fashion and "lifestyle" field.
     
To aid him in accomplishing the takeover and share the rewards
with him, Finkelstein had brought together more than three hundred
of Macy's top executives.  To gain their support for his planned
takeover, Finkelstein told them, "The ones who have done the job
at Macy's are the ones who ought to own Macy's."  Opposing
Finkelstein and his group were the Straus family who owned the
lion's share of Macy's and employees and shareholders who had an
emotional attachment to Macy's as it had been for generations,
"Mother Macy's" as it was known.  But the opponents were no match
for Finkelstein's carefully laid plans and carefully cultivated
alliances with the executives.  At the 1985 meeting, the
shareholders voted in favor of the takeover by roughly eighty
percent, with less than two percent opposing it.
    
The takeover is dealt with largely in the opening chapter.  For
the most part, Barmash follows the decision-making by Finkelstein,
the reorganization of the national company with a number of
branches, the activities of key individuals besides Finkelstein,
Macy's moves in the competitive field of clothing retailing, and
attempts by the new Macy's owners led by Finkelstein to build on
their successful takeover by making other acquisitions.  Barmash
allows at the beginning that it is an "unauthorized book, written
without the cooperation of the  buying group."  But as he quickly
adds, his coverage of Macy's as a business journalist and his
independent research for over a year gave him enough knowledge to
write a relevant and substantive book.  The reader will have no
doubt of this.  Barmash's narrative, profiles of individuals, and
analysis of events, intentions, and consequences ring true, and
have not been contradicted by individuals he writes about,
subsequent events, or exposure of material not public at the time
the book was written.
     
Barmash does not limit himself to documenting the buyout of
Macy's.  While portraying the buyout as a momentous incident in
American business history which sent ripples throughout the
corporate world, he also places it in the context of the business
environment of the time.  The buyout took place in the aggressive,
largely laissez-faire, capitalist business environment of the
Reagan era. Without being judgmental, the author touches on both
sides of this aggressiveness.  While many corporations were
awakened from their longtime inertia, this took a toll on many
individuals in the way of felt betrayals, lost jobs, and uncertain
futures.  Besides focusing on Finkelstein and other factors at the
center of the takeover, Barmash to some extent goes into the
changes it brought to the American business world.  He does this
in a lucid style which gets right to the point of each subject at
hand to present a multifaceted view of this watershed event in
recent U. S. economic and corporate history.

Isadore Barmash, a veteran business journalist and author, was
associated with the New York Times for more than a quarter-century
as business-financial writer and editor.  He also contributed many
articles for national media, Reuters America, and the Nihon Keizai
Shimbun of Japan.  He has published 13 books, including a novel,
and is listed in the 57th edition of Who's Who in America.


                           *********

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

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

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

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

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

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

                            *********

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

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.



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