TCR_Public/041220.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Monday, December 20, 2004, Vol. 8, No. 280

                          Headlines

ACTUANT CORP: Offering 2.5 Million Common Shares to Public
ACTUANT CORP: Raises First Quarter 2005 Guidance
ADELPHIA COMMS: Asks Court to Approve $1.1M Innova Break-Up Fee
AMERICAN WOOD: Files Schedules of Assets and Liabilities
AMES DEPARTMENT STORES: Liquidation Analysis Under Chapter 11 Plan

ASSOCIATES HOUSING: Moody's Cuts Rating on Class B-1 Certs. to Ba2
ATA AIRLINES: Reagan Airport Says Leases Can't Be Assigned
ATLANTIC COMMS: Case Summary & 20 Largest Unsecured Creditors
CARROLS CORP: Inks Amended & Restated Sr. Secured Credit Facility
CASABLANCA RESORTS: Moody's Junks $66M Senior Sub. Discount Notes

CENTERPOINT ENERGY: Completes $2.2 Bil. Fossil Generation Sale
CHASE COMMERCIAL: S&P Places Low-B Ratings on Six Cert. Classes
CINCINNATI BELL: Fitch Affirms Low-B Ratings
CITATION CAMDEN: Section 341(a) Meeting Slated for January 11
CIT GROUP: Moody's Junks $11.5 Million 7.21% Certificates

COLONIAL PROPERTIES: Buys Three Multifamily Assets in N.C. & Ga.
COMMUNITY HEALTH: Completes Private Offering of 6-1/2% Sr. Notes
CONEXANT SYSTEMS: S&P Pares Rating to B- Due to Reduced Earnings
CONGOLEUM CORP: Bankruptcy Court Approves Disclosure Statement
DIVERSIFIED CORPORATE: Auditors Raise Going Concern Doubt

DLJ COMMERCIAL: Fitch Junks $4.5 Million Mortgage Certificate
E*TRADE: S&P Assigns 'BB' Rating to $6.952 Million Class E Notes
GREEN COUNTRY: Confirmed Plan Pays 65% to 100% to Creditors
FEDERAL-MOGUL: Confirmation Hearing Adjourned to January 13-14
GENCORP INC: Closes Offering on $43 Mil. Convertible Debentures

GEORGIA-PACIFIC: Moody's Revises Outlook on Ratings to Positive
HAYES LEMMERZ: Creditor Trust Reports Status on Adversary Cases
HAYES LEMMERZ: Names Hendrickx as VP for Cast Aluminum Operations
HEDSTROM CORP: Auction at Arlington Heights HQ on Jan. 11
HILB ROGAL: S&P Places BB Rating on $425M Senior Secured Facility

HOLLINGER INT'L: Board Declares Special & Regular Dividends
IDI CONSTRUCTION: Wants to Hire Marilyn Simon as Counsel
IESI CORP: BFI Purchase Plan Prompts S&P to Lift Ratings to 'BB'
INDEPENDENCE II: Moody's Junks $16.7 Million Preference Shares
KAISER ALUMINUM: Committee Wants to Examine James McAulliffe

LAGUARDIA: U.S. Trustee Picks 5-Member Creditors Committee
LAGUARDIA ASSOCIATES: Committee Taps Hangley Aronchick as Counsel
LEVI STRAUSS: Fitch Junks $375 Mil. Sr. Notes & $1.7 Bil. Sr. Debt
LEVI STRAUSS: Increases Size of Debt Offering to $450 Million
LEVI STRAUSS: Moody's Junks Proposed $375M 10-Year Senior Notes

LBI MEDIA: S&P Revises Outlook on B+ Rating to Negative
LNR PROPERTY: Fitch Lowers Rating on Sr. Subordinated Debt to 'B-'
MCI INC: Renews Multi-Million Contract With G2 Satellite
MILLPORT, ALABAMA: Case Summary & 20 Largest Unsecured Creditors
MIRANT: Stands Firm Against Out-of-Market Payments to Pepco

MULLIGAN MEDICAL: List of 2 Largest Unsecured Creditors
MURRAY INC: Court Okays Ordinary Course Professional Employment
MURRAY INC: Has Until April 7 to Make Lease-Related Decisions
NASH FINCH: Fitch Withdraws 'B' Rating on $165 Million Notes
NATIONAL ENERGY: Abandoning Three Development Projects ASAP

NOMURA ASSET: Fitch Puts Low-B Ratings on Four Mortgage Securities
NORCROSS SAFETY: S&P Rates Proposed $100M Senior Notes at 'B-'
NORTHERN KENTUCKY: Florence Freedom Baseball Team Sold for $3MM
NORTHERN KENTUCKY: Judge Howard Approves Disclosure Statement
OCTAGON INVESTMENT: Fitch Lifts Rating of Jr. Sub. Notes to 'BB+'

OWENS-ILLINOIS: 68% of Noteholders Agree to Amend 7.15% Indenture
PACKAGING: Moody's Holds Low-B Ratings & Says Outlook is Stable
PEGASUS SATELLITE: Exclusive Period Extended Until Dec. 31
RCN CORP: Creditors Committee to Retain Capital & Technology
RELIANCE GROUP: Citicorp Objects to Liquidator's Claim Treatment

RMF: $2.9 Million Series 1995-1 Mortgage Cert. Tumbles to 'D'
SECOND CHANCE: U.S. Trustee Picks 7-Member Creditors Committee
SECOND CHANCE: Dickinson Wright Approved as Committee Counsel
SETO HOLDINGS: Slamdance Media Issues Notice of Default
SKYLINE WOODS: Case Summary & 20 Largest Unsecured Creditors

TEV INVESTMENT: Voluntary Chapter 11 Case Summary
TROPICAL SPORTSWEAR: Bankruptcy Filing Cue S&P to Cut Rating to D
TROPICAL SPORTSWEAR: Moody's Junks Ratings After Bankruptcy Filing
TRUMP HOTELS: Section 341(a) Meeting Slated for January 5
TRUMP HOTELS: Wants to Hire Ernst & Young As Accountants

UAL CORP: Wants Court to Approve AMB Codina Transfer Agreement
UNITED HOSPITAL: Files for Chapter 11 Protection in S.D. New York
UNITED HOSPITAL: Case Summary & 21 Largest Unsecured Creditors
UNIVERSAL COMPRESSION: Moody's Rates New Sr. Secured Debt at Ba2
USA MOBILITY: Names Thomas L. Schilling as Chief Financial Officer

USG CORPORATION: Asks Court to Extend Exclusive Periods
VERITAS SOFTWARE: S&P Places Low-B Ratings on CreditWatch Positive
VILLAGE OF FRANKFORT: Moody's Lifts Rating on $4.3M Debt to Baa3
WEIRTON STEEL: Court Approves Schindler Elevator Claim Settlement
WHATLEY ENTERPRISES: Case Summary & 2 Largest Unsecured Creditors

WINNING WAYS FARM: Case Summary & 20 Largest Unsecured Creditors
WISE METALS: Moody's Revises Outlook on Low-B Ratings to Negative
WMG HOLDINGS: S&P Places B- Rating on Proposed $700 Million Notes
YUKOS OIL: Appellate Court Declines to Lift TRO for Gazpromneft
YUKOS OIL: Yuganskneftegas Sold Sunday Afternoon for $9.35 Billion

YUKOS OIL: Wants Order Clarifying Stay Applies Worldwide
YUKOS OIL: Tries to Force Russia Into Arbitration Proceeding
Z-TEL TECH: Increases Year-End Guidance for Retail Lines

* BOND PRICING: For the week of December 20 - December 24, 2004

                          *********

ACTUANT CORP: Offering 2.5 Million Common Shares to Public
----------------------------------------------------------
Actuant Corporation (NYSE:ATU) will be filing a preliminary
prospectus with the Securities and Exchange Commission relating to
a proposed public offering of 2,500,000 shares of its Class A
common stock.  The Company has also granted the Underwriters an
option to purchase up to 375,000 additional shares to cover over-
allotments, if any.  Wachovia Securities will serve as sole book
runner, JPMorgan and UBS Investment Bank will serve as joint lead
managers, and Robert W. Baird & Co. and Bear, Stearns & Co. Inc.
will serve as co-managers for this offering.  Net proceeds from
the offering, together with borrowings under the Company's
proposed new amended senior credit facility, will be used to
finance its acquisition of Key Components, Inc., and to reduce
indebtedness.  The closing of this offering is contingent upon the
concurrent or prior acquisition of Key Components, Inc., and the
concurrent or prior amendment of the senior credit facility.

A copy of the preliminary prospectus supplement and prospectus
relating to the offering may be obtained, when available, from:

         Wachovia Securities
         7 St. Paul Street
         First Floor
         Baltimore, Maryland 21202
         Attn: Equity Syndicate Desk

These documents will be filed with the Securities and Exchange
Commission on Dec. 17, 2004, and will be available over the
Internet at the SEC's web site at http://www.sec.gov/ Wachovia
Securities is a trade name for Wachovia Capital Markets, LLC.

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission.  This
announcement shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any State in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state.

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).


ACTUANT CORP: Raises First Quarter 2005 Guidance
------------------------------------------------
Actuant Corporation (NYSE:ATU) reported results for its first
quarter ended Nov. 30, 2004.  First quarter sales increased
approximately 20% to $199.7 million compared to $166.6 million in
the prior year.  Current year results include those from Dresco
B.V., which was acquired on Dec. 30, 2003, and Yvel S.A., which
was acquired on Sept. 16, 2004.  Excluding the impact of the
Dresco and Yvel acquisitions and foreign currency exchange rate
changes, first quarter sales increased approximately 6% over the
comparable prior year period.  First quarter fiscal 2005 net
earnings and diluted earnings per share were $17.5 million and
$0.71, respectively, including a $2.0 million pre-tax gain, or
$1.3 million after tax, for the favorable settlement of a
liability to a former subsidiary.  This compares to net earnings
and EPS of $0.3 million and $0.01, respectively, for the first
quarter of fiscal 2004, which included a charge of $15.1 million,
or $9.8 million after tax, attributable to the early
extinguishment of debt.  Excluding the prior year debt
extinguishment charge, first quarter fiscal 2005 EPS grew 73% to
$0.71 from $0.41 in the prior year.

Robert C. Arzbaecher, President and CEO of Actuant, commented, "We
are off to a strong start in fiscal 2005 with better than
forecasted first quarter results.  EPS, excluding last year's debt
extinguishment charge, increased over 70%.  Enerpac, Power-Packer
truck and Power-Packer automotive all exceeded expectations, even
after excluding the benefit of the weaker U.S. dollar."

Mr. Arzbaecher continued, "We are also pleased to report operating
profit margin expansion compared to the first quarter last year,
reflecting the benefit of ongoing cost reduction activities,
improved automotive margins, and favorable sales mix.  From an
acquisition standpoint, Actuant has been very busy since the start
of fiscal 2005, with the completion of the Yvel and A.W. Sperry
acquisitions, and the signing of a definitive agreement to acquire
Key Components.  Yvel was accretive to earnings in the first
quarter, and we expect these acquisitions to be accretive to full-
year fiscal 2005 earnings.  We are making progress arranging
financing for the Key Components acquisition and hope to complete
the acquisition around the end of this calendar year."

Actuant's operating profit in the first quarter of fiscal 2005 was
$27.3 million, or 32% higher than the $20.7 million in the first
quarter of last year, resulting from both net sales and operating
profit margin growth.  Operating profit margin increased from
12.4% in the first quarter of last year to 13.7% in the current
year.  Operating profit margins improved in both of the Company's
business segments compared to the first quarter of last year.

Fiscal 2005 first quarter Tools & Supplies segment sales were
$112.5 million, a 17% increase over last year.  Excluding the
impact of the Dresco acquisition and the weaker U.S. dollar,
segment sales increased approximately 2%.  Engineered Solutions
segment sales increased 24% over the prior year to $87.1 million
due to higher sales in the automotive and truck markets, the
weaker U.S. dollar and the Yvel acquisition.  Excluding the impact
of the Yvel acquisition and foreign currency rate changes,
Engineered Solutions segment sales grew 12%.

Total debt at November 30, 2004 was approximately $212 million.
Net debt (total debt less approximately $7 million of cash) was
$205 million, compared to $188 million at the beginning of the
quarter.  The increase results from approximately $9 million of
borrowings to fund the Yvel acquisition, and $16 million of
borrowings to reimburse APW Ltd. for the fiscal 2000 income tax
refund, partially offset by first quarter operating cash flow.

The Company has raised its sales and earnings guidance for fiscal
2005.  Mr. Arzbaecher stated, "Given the strong first quarter, the
recently announced acquisition of A.W. Sperry, and the weaker U.S.
dollar, we expect both sales and EPS to exceed our previous
guidance.  Specifically, we expect full year sales to be $785-800
million, and diluted EPS to be $2.40-2.50 per share.  Second
quarter sales are forecasted to be in the $185-190 million range,
and EPS of $0.47-0.52 per share.  Our revised guidance does not
include the acquisition of Key Components, or the estimated $0.25
per share full year dilution from the new accounting rule
applicable to our 2% convertible bonds.  The impact of both of
these will be incorporated into future sales and earnings guidance
following completion of the Key Components acquisition, related
bank and equity financing, and the adoption of the new accounting
rule, all of which are expected to occur in the second quarter."

                        About the Company

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 Approve $1.1M Innova Break-Up Fee
---------------------------------------------------------------
As reported in the Troubled Company Reporter on December 15, 2004,
Adelphia Communications Corporation inked a deal to sell its
debtor-affiliates -- Starpoint Limited Partnership and its three
subsidiaries, Cable Sentry Corporation, Coral Security, Inc., and
Westview Security, Inc. -- for $38,200,000 to Innova Security
Solutions, LLC, subject to higher and better offers.

To induce Innova Security to agree to an Auction of the Security
Business Debtors' assets, Adelphia Communications agreed to grant
Innova certain bidding protections.

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

    (a) pay Innova a $1,146,073 breakup fee, in the event that the
        Security Business Debtors close a transaction for a
        Competing Bid; and

    (b) reimburse Innova in an amount not to exceed $250,000 for
        its reasonable and actual out-of-pocket expenses, payable
        in accordance with the Court-approved Expense Letter.

Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher, in New York,
explains that the Break-Up Fee and Expense Reimbursement will
constitute administrative expense claims against the estates of
the Security Business Debtors under Sections 503(b) and 507(a)(1)
of the Bankruptcy Code and may be paid immediately, without
further Court order.

The Debtors were not tainted by any self-dealing when they
formulated the Break-Up Fee and Expense reimbursement, Mr.
Shalhoub asserts.  The Debtors and Innova negotiated the terms of
the Break-Up Fee and Expense Reimbursement at arm's length with
the assistance of their financial and legal advisors.

Bid Protections enable the Debtors to assure a sale to a
contractually committed bidder at a price the Debtors believe is
fair and reasonable, while providing the Debtors with the
opportunity to obtain even greater benefits for the estate through
the auction process.  The approval of the Break-Up Fee and the
Expense Reimbursement will lead to further competition and the
establishment of a baseline against which higher and better offers
will be measured.

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)


AMERICAN WOOD: Files Schedules of Assets and Liabilities
--------------------------------------------------------
American Wood Preservers Institute Inc. filed its Schedules of
Assets and Liabilities on Thursday, Dec. 17, 2004, with the U.S.
Bankruptcy Court for the Eastern District of Virginia, disclosing:

   Name of Schedule                Assets       Liabilities
   ----------------                ------       -----------
A. Real Property
B. Personal Property              $ 267,029
C. Property Claimed as Exempt
D. Creditors Holding Secured Claims
E. Creditors Holding Unsecured
   Priority Claims
F. Creditors Holding Unsecured                    $ 31,357
   Nonpriority Claims

Headquartered in Reston, Virginia, American Wood Preservers
Institute, Inc., filed for chapter 11 protection on Nov. 10, 2004
(Bankr. E.D. Va. Case No. 04-14669).  James Thomas Bacon, Esq., at
Allred, Bacon, Halfhill & Young, represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $50,000 in estimated assets and
more than $100 million in estimated debts.  The company faces two
pre-petition lawsuits asserting damages from use of the Debtor's
treated wood products.


AMES DEPARTMENT STORES: Liquidation Analysis Under Chapter 11 Plan
------------------------------------------------------------------
Rolando de Aguiar, President and Chief Wind Down Officer of Ames
Department Stores, Inc., relates that the Debtors' Chapter 11 Plan
reflects discussions held among the Debtors and the Official
Committee of Unsecured Creditors.

The Debtors have determined that the Plan is the most practical
means of providing maximum recoveries to creditors.  Alternatives
to the Plan which have been considered and evaluated by the
Debtors during the course of the Chapter 11 Cases include:

    (i) liquidation of the Debtors' assets under chapter 7 of the
        Bankruptcy Code, and

   (ii) an alternative chapter 11 plan.

According to Mr. Aguiar, the Debtors' thorough consideration of
these alternatives to the Plan has led them to conclude that the
Plan, in comparison, provides a greater recovery to creditors on a
more expeditious timetable and in a manner which minimizes
inherent risks in any other course of action available to the
Debtors.

A. Liquidation Under Chapter 7 of the Bankruptcy Code

    If the Plan or any other chapter 11 plan for the Debtors
    cannot be confirmed under Section 1129(a) of the Bankruptcy
    Code, the Chapter 11 Cases may be converted to cases under
    Chapter 7 of the Bankruptcy Code, in which event a trustee
    would be elected or appointed to liquidate any remaining
    assets of the Debtors for distribution to creditors pursuant
    to chapter 7 of the Bankruptcy Code.  If a trustee is
    appointed and the remaining assets of the Debtors are
    liquidated under Chapter 7 of the Bankruptcy Code, all
    creditors holding Allowed Administrative Expense Claims,
    Allowed Priority Tax Claims, and Allowed Priority Non-Tax
    Claims may receive distributions of a lesser value on account
    of their Allowed Claims and likely would have to wait a longer
    period of time to receive those distributions than they would
    under the Plan.  A Chapter 7 trustee, who would lack the
    Debtors' knowledge of their affairs, would be required to
    invest substantial time and resources to investigate the facts
    underlying the multitude of Claims filed against the Debtors'
    estates.

B. Alternative Chapter 11 Plan

    If the Plan is not confirmed, the Debtors or any other party-
    in-interest -- if the Debtors' exclusive period in which to
    file a chapter 11 plan has expired -- could attempt to
    formulate an alternative chapter 11 plan which might provide
    for the liquidation of the Debtors' assets other than as
    provided in the Plan.  However, since substantially all of the
    Debtors' assets have already been sold, and the Plan provides
    for the distribution of the Liquidating Trust Assets in the
    event the Plan Implementation Party elects to establish a
    Liquidating Trust, the Debtors believe that any alternative
    chapter 11 plan will necessarily be substantially similar to
    the Plan.  Any attempt to formulate an alternative chapter 11
    plan would necessarily delay creditors' receipt of
    distributions yet to be made.  Accordingly, the Debtors
    believe that the Plan will enable all creditors entitled to
    distributions to realize the greatest possible recovery on
    their Claims with the least possible delay.

In the event that the Plan is not confirmed or the Chapter 11
Cases are converted to cases under chapter 7 of the Bankruptcy
Code, the Debtors believe that that action or inaction, as the
case may be, will cause the Debtors to incur substantial expenses
and otherwise serve only to prolong unnecessarily the Chapter 11
Cases and negatively affect creditors' recoveries on their Claims.

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)


ASSOCIATES HOUSING: Moody's Cuts Rating on Class B-1 Certs. to Ba2
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings on the
subordinate certificates of the Associates Housing Finance
Service, Inc., 1996-2 manufactured housing securitization and the
mezzanine certificates of the Associates 1997-2 manufactured
housing securitization.  The rating action concludes the review
that began on November 22, 2004.

Deterioration in the performance of the securitizations and the
resulting erosion in credit support prompted the rating actions.
Cumulative repossessions and losses are significantly higher than
original expectations.  Because of the deteriorating performance,
Associates First Capital Corporation -- AFCC -- provided corporate
guarantees on the subordinate tranches of the 1996-2 and 1997-2.

AFCC provided a limited corporate guarantee for the Class B-1
certificates and the privately rated Class B-2 certificates of the
1996-2 securitization in May 2003.  Under the limited guarantee
agreement, which was backed by Citicorp, the Class B-1 and Class
B-2 certificates receive timely payment of interest and ultimate
payment of principal up to $1.3 million.  Any losses in excess of
$1.3 million are not guaranteed.  As of October 31, the Class B-2
certificates principal shortfall amount equaled approximately
$2 million, which exceeds the limited guarantee amount of
$1.3 million.  As a result, the 1996-2 securitization is currently
undercollateralized.

In addition, AFCC provided an unlimited corporate guarantee on the
subordinate certificates of the 1997-2 manufactured housing
securitization in March 2000.  Under the terms of the guarantee,
AFCC will pay timely interest and principal at the legal final
maturity date on the Class B-1 and Class B-2 certificates, only.
The guarantee does not support the senior or mezzanine
certificates.  As a result of the guarantee, Moody's is not
downgrading the ratings on the B-1 and Class B-2 certificates.
However, because credit support continues to erode, the Class M
certificates, which are not supported by a corporate guarantee,
are being downgraded.

The complete rating actions are:

Issuer: Associate Manufactured Housing Contract Pass-Through
        Certificates

   * Series 1996-2, 7.200% Class B-1 Certificates rated Baa2,
     downgraded to Ba2

   * Series 1997-2, 7.025% Class M Certificates rated Aa3,
     downgraded to A1

Associates Housing Finance, LLC, the servicer, is an indirect,
wholly owned subsidiary of Citicorp.


ATA AIRLINES: Reagan Airport Says Leases Can't Be Assigned
----------------------------------------------------------
Donald A. Workman, Esq., at Foley & Lardner, in Washington, DC,
relates that the Metropolitan Washington Airports Authority and
the Debtors are parties to a Use and Lease Agreement, which covers
certain property at Washington Reagan National Airport.

On November 19, 2004, the Court approved certain bid procedures in
contemplation of the sale of the Debtors' Midway Assets, which
include certain slots at the Reagan Airport.  MWAA understands
that the proposed sale of the Midway Assets does not include any
assets covered under the MWAA Use Agreement.  However, MWAA
recognizes the possibility that additional assets may be sold as
part of the bidding and sale process.

MWAA informs the Court that the gates currently used by the
Debtors at Reagan Airport are preferential use gates and not the
Debtors' exclusive assets.

Mr. Workman asserts that the Reagan Airport gates are not
assignable by the Debtors without MWAA's consent and approval
pursuant to:

   -- Article 16 of the MWAA Use Agreement,

   -- Section 3659(c)(1) of the Bankruptcy Code, and

   -- applicable non-bankruptcy law.

Even assuming, arguendo, that applicable non-bankruptcy law does
not bar the assignment of the MWAA Use Agreement, MWAA is entitled
to adequate assurance of future performance.  Due to the nature of
operating a major public airport, Mr. Workman maintains, adequate
assurance would necessarily include the ability to operate
consensually and not over the objection of MWAA.

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)


ATLANTIC COMMS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Atlantic Communications Corp.
        12 West Main Street
        Elmsford, New York 10523

Bankruptcy Case No.: 04-27576

Type of Business: The Debtor is a satellite provider.

Chapter 11 Petition Date: December 16, 2004

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Joel K. Bohmart, Esq.
                  Bohmart & Sacks PC
                  60 East 42nd Street, Suite 4600
                  New York, NY 10165
                  Tel: 212-972-3557
                  Fax: 212-972-3607

Total Assets as of Nov. 24, 2004: $654,527

Total Debts as of Nov. 24, 2004:  $1,205,522

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Internal Revenue Service                   $564,866
10 Metro Center, 625 Fulton St.
Brooklyn, NY 11201

Perfect 10 Satellite Dist. Co.             $103,305
P.O. Box 16474
Little Rock, AR 72231-6474

Ignacio Ventura                             $90,000
34 Mahar Avenue
Clifton, NJ 07011

American Express                            $50,000

Jayco Ventures                              $47,042

Secunda Properties                          $16,500

Receivable Management Corp.                 $11,784

NYS Employment Taxes                         $8,234

Elrac Inc.                                   $8,180

Bruce Feffer                                 $6,032

Nextel Communications                        $5,357

Concordia Enterprises                        $5,000

Hitech Solutions                             $5,000

K & R Telecommunications                     $5,000

Bridgecom Int'l Inc.                         $3,644

Pat and Anthony Laracca                      $3,100

GMAC                                         $2,803

Screen Tec Printing Co. Inc.                 $2,743

D & E Communications                         $2,600

River Properties                             $2,500


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.


CASABLANCA RESORTS: Moody's Junks $66M Senior Sub. Discount Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to CasaBlanca
Resorts' $125 million senior secured notes due 2012 and a
Caa3 rating to its $66 million senior subordinated discount notes
due 2013 ($39.9 million gross proceeds).  Moody's also assigned a
B3 senior implied rating, a Caa2 senior unsecured long-term issuer
rating, and an SGL-3 speculative grade liquidity rating.  The
rating outlook is stable.

Net proceeds from the senior secured and the senior subordinated
discount note offerings, along with a $16 million equity
contribution from Robert R. Black, Sr., will be used to purchase
the equity interests in CasaBlanca Resorts not already owned by
Mr. Black and a minority owner.  Pro forma for these transactions,
total debt outstanding will be about $168 million, or
approximately 7.5x the company's estimated EBITDA for the fiscal
year ended Dec. 31, 2004.

The ratings consider CasaBlanca's significant leverage, small
size, and market concentration.  The company, which generated
$154 million of net revenues for the 12-month period ended
Sep. 30, 2004, owns and operates three casinos in Mesquite,
Nevada.  Mesquite is located about 80 miles north of Las Vegas,
Nevada.  CasaBlanca's single market concentration exposes it to
potential competition from new casino facilities that could
intercept customer traffic.  Positive ratings consideration is
given to CasaBlanca's dominance of the Mesquite market.  The
company operates 3 of the 4 casinos located in Mesquite and has
about a 76% market share.  The market, which draws customers from
several states outside of Nevada including Utah and California,
has experienced growth over the past few years.  The Mesquite
market is also conveniently located off of Interstate 15, which
has considerable daily auto traffic.

The stable ratings outlook anticipates modest growth in the
Mesquite market and no material new competition over the next few
years.  The stable ratings outlook also assumes that CasaBlanca
will continue to generate positive free cash flow after cash
interest and maintenance capital expenditures, and achieve
projected returns on its new 180-room hotel tower and events
center at its CasaBlanca casino property.  Ratings upside is
limited by the company's high debt/EBITDA which is not likely to
get below 6.0x until late in fiscal year 2007.  Ratings could be
lowered if any new material competition appears and modest revenue
and EBITDA growth is not achieved.

The SGL-3 rating recognizes CasaBlanca's adequate liquidity to
fund the cash needs of the business including growth capital
expenditures over the next twelve months.  The SGL-3 rating also
acknowledges that substantially all of the assets of the borrower
and its subsidiaries will be pledged as collateral, and as a
result, there are limited sources of alternate liquidity from the
sale of non-core assets.

These new ratings were assigned:

   * Senior implied -- B3;

   * $125 mil. 9.0% senior secured notes due 2012 -- B3;

   * $66 mil. ($39.9 gross proceeds) 12.75% senior subordinated
     discount notes due 2013 -- Caa3;

   * Senior unsecured long-term issuer rating -- Caa2;

   * Speculative grade liquidity rating -- SGL-3; and

   * Stable rating outlook.

The new 9% senior secured notes will be secured and guaranteed by
substantially all of the company's existing and future assets but
will be contractually subordinated to the liens securing up to
$15 million under a new bank credit facility that the company
expects to enter into concurrently with the closing of the new
note offerings.  The new bank facility will effectively control
rights, remedies and collateral pursuant to an inter-creditor
agreement that will prevent senior secured note holders from
pursuing remedies in insolvency proceeding.  The new 12.75% senior
subordinated discount notes due 2013 will be guaranteed on a
senior subordinated basis by all existing and future domestic
restricted subsidiaries.  No cash interest will be made on the
notes until January 2009.

Casablanca Resorts owns and operates the CasaBlanca, the Oasis,
and the Virgin River casinos in Mesquite, Nevada, which is located
approximately 80 miles north of Las Vegas Nevada.  The company
also owns the Mesquite Star, a non-operating casino property that
is currently being used as a special events center.  For the
12-month period ended Sep. 30, 2004, the company generated
approximately $154 million of net revenues.


CENTERPOINT ENERGY: Completes $2.2 Bil. Fossil Generation Sale
--------------------------------------------------------------
CenterPoint Energy, Inc.'s (NYSE: CNP) subsidiary Texas Genco
Holdings, Inc., completed the sale of its fossil generation assets
(coal, lignite and gas- fired plants) to Texas Genco LLC, formerly
known as GC Power Acquisition LLC.  In this first step of a
two-step transaction, CenterPoint Energy received cash proceeds
from the sale of $2.231 billion.  CenterPoint Energy intends to
use the proceeds primarily to repay outstanding indebtedness.

This sale completes the first step of the transaction announced in
July in which Texas Genco LLC will acquire CenterPoint Energy's
wholesale electric power generation company.  Texas Genco LLC is
owned in equal parts by affiliates of The Blackstone Group,
Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. L.P. and
Texas Pacific Group.

"The sale enables CenterPoint Energy to reduce its debt and
concentrate on its energy delivery businesses," said David M.
McClanahan, president and chief executive officer of CenterPoint
Energy.  "Of course it's hard for us at CenterPoint Energy to let
go of a business that has been a part of our company for so many
years.  But under the plan we developed in response to the 1999
Texas electric restructuring law, it is time for CenterPoint
Energy to take this step."

In the second step of the transaction, Texas Genco LLC will
acquire Texas Genco Holdings for an additional cash payment of
$700 million.  At that time Texas Genco Holdings' principal
remaining asset will be its ownership interest in the South Texas
Project nuclear generating facility.  That step is expected to
take place in the first half of 2005 following receipt of approval
by the Nuclear Regulatory Commission.  Total cash proceeds to
CenterPoint Energy from both steps of the transaction are expected
to be approximately $2.931 billion, representing a price to
CenterPoint Energy of $45.25 per share for its ownership interest
in Texas Genco Holdings.

CenterPoint Energy was advised on the transaction by Citigroup
Global Markets Inc., Baker Botts L.L.P. and Day, Berry & Howard
LLP.  The special committee of independent directors of Texas
Genco Holdings was advised by RBC Capital Markets Corporation and
Haynes and Boone, LLP.  Texas Genco LLC was advised by Goldman
Sachs, Deutsche Bank and Morgan Stanley and the law firms Simpson
Thacher & Bartlett LLP, Stroock & Stroock & Lavan LLP, Vinson &
Elkins LLP and Balch & Bingham LLP.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2004,
Fitch Ratings affirmed the outstanding senior unsecured debt
obligations of CenterPoint Energy, Inc., at 'BBB-'.  Also affirmed
are outstanding ratings of CNP subsidiaries CenterPoint Energy
Houston Electric, LLC and CenterPoint Energy Resources Corp.  The
Rating Outlook for all three companies has been revised to Stable
from Negative.


CHASE COMMERCIAL: S&P Places Low-B Ratings on Six Cert. Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on one class
of Chase Commercial Mortgage Securities Corp.'s commercial
mortgage pass-through certificates from series 2000-3.
Concurrently, ratings on 13 other classes from the same
transaction are affirmed.

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

As of the Nov. 15, 2004, remittance report, the collateral pool
consisted of 94 loans with an aggregate principal balance of
$736.3 million, down from 95 loans totaling $767.5 million at
issuance.  The master servicer, Wachovia Bank N.A., provided net
cash flow -- NCF -- DSC figures for 100% of the pool.  Based on
this information, Standard & Poor's calculated the weighted
average DSC of the outstanding loans at 1.29x, down significantly
from 1.47x at issuance.  The pool experienced one loss totaling
$700,000.  Three loans ($16.9 million, 2.3%) are currently
delinquent and are discussed below.

The top 10 loans have an aggregate outstanding balance of
$246.9 million, or 33.5% of the pool balance.  The weighted
average DSC for the top 10 loans is 1.14x, down severely from
1.52x at issuance.  Standard & Poor's reviewed 2004 property
inspection reports provided by Wachovia for all of the assets
underlying the top 10 loans, all of which characterized the assets
as "excellent" and "good."  Four of the top 10 loans appear on the
servicer's watchlist.

There are five loans ($31.7 million, 4.3%) with Lennar Partners
Inc., the special servicer.

Highland Enclave ($10.6 million, 1.4%) is secured by a 208-unit
multifamily property located in Clarkston, Georgia.  The loan was
transferred to the special servicer due to imminent default and is
more than 90 days delinquent.  The property reported a DSC of
1.08x as of Dec. 2003 and occupancy of 86% as of July 31, 2004.

Walden Pointe Apartments ($9.9 million, 1.3%) is secured by a
216-unit multifamily property located in Griffin, Georgia.  The
loan is current; however, the borrower has requested debt relief
and was transferred for imminent default.  As of Dec. 31, 2003,
the property reported a DSC of 0.79x.

1400 East Victoria Avenue ($4.8 million, 0.7%) is secured by a
235,000-sq.-ft. property located in San Bernardino, California.
The borrower is requesting a modification to the lease of the
tenant who occupies 100% of the space.  Additionally, the tenant
is currently bankrupt.  The loan is currently performing.

Chelsea Woods Apartments ($3.7 million, 0.5%) is secured by a
96-unit building in Austin, Texas.  The borrower filed for
bankruptcy on the eve of foreclosure.  As of Dec. 31, 2003, the
property reported a DSC of 0.97x.

Country Place Apartments ($2.6 million, 0.4%) is secured by a
36-unit building in Lewisville, Texas.  The loan transferred to
the special servicer due to monetary default and is now REO.  As
of Dec. 31, 2003, the property reported a DSC of 1.09x.

Wachovia's watchlist consists of 18 loans ($164.8 million, 22.4%).
The largest loan in the pool is the CNL New Orleans Hotel L.P.
loan ($45.8 million, 6.22%) and is secured by a 494-unit property
in New Orleans, Louisiana.  The loan was purchased by CNL in
April 2003.  The loan has experienced a decline in DSC due to a
decrease in occupancy.  As of Dec. 31, 2003, the borrower reported
a DSC of 0.85x and occupancy of 67.6%.  The fifth-largest loan is
Holiday Inn Brookline ($22.3 million, 3.03%) and is secured by a
225-room property located in Brookline, Massachusetts.  The loan
has experienced a decline in net cash flow due to increased
competition in the area.  As of Dec. 31, 2003, the property had a
DSC of 0.74x.  The seventh-largest loan ($18.2 million, 2.5%) is
secured by Cambrian Apartments, a 383-unit multifamily property in
Aurora, Colorado.  A new manager was hired recently and is working
on reducing tenant turnover while continuing to offer rent
concessions and discounts.  As of Dec. 31, 2003, the loan had a
DSC of 0.52x.  The ninth-largest loan (17.5 million, 2.4%) is
FALLS, which is secured by a 520-unit multifamily property in
Duluth, Georgia.  Loan performance deteriorated because many
people are buying homes due to low interest rates. As of Dec. 31,
2003, the property had a DSC of 0.52x.

The trust collateral is located across 28 states, and only
California (20.7%) and Texas (13.3%) account for more than 10% of
the pool balance.  Property type concentrations greater than 10%
occur in:

               * office (32.4%),
               * multifamily (24.3%),
               * retail (21.7%), and
               * hotel (13.1%) properties.

Standard & Poor's stressed various loans with credit issues as
part of its pool analysis.  The resultant credit enhancement
levels support the affirmed ratings.

                         Rating Raised

           Chase Commercial Mortgage Securities Corp.
      Commercial Mortgage Pass-Through Certs Series 2000-3

                   Rating
        Class   To        From   Credit Enhancement (%)
        -----   --        ----   ----------------------
        B       AA+       AA                     19.84

                        Ratings Affirmed

           Chase Commercial Mortgage Securities Corp.
      Commercial Mortgage Pass-Through Certs Series 2000-3

            Class   Rating   Credit Enhancement (%)
            -----   ------   ----------------------
            A-1     AAA                      24.79
            A-2     AAA                      24.79
            C       A                        15.67
            D       A-                       14.24
            E       BBB                      10.98
            F       BBB-                      9.94
            G       BB+                       5.90
            H       BB                        5.11
            I       BB-                       4.33
            J       B+                        3.03
            K       B                         2.51
            L       B-                        1.99
            X       AAA                        N/A

                      N/A - Not applicable


CINCINNATI BELL: Fitch Affirms Low-B Ratings
--------------------------------------------
Fitch Ratings has affirmed these ratings assigned to Cincinnati
Bell, Inc. -- CBB -- and Cincinnati Bell Telephone -- CBT.  The
Rating Outlook is Stable for all ratings.

   CBB:

     -- Senior secured bank facility 'BB-';
     -- 7.25% senior secured notes due 2023 'BB-';
     -- 7.25% senior unsecured notes due 2013 'B+';
     -- 16% senior subordinated discount notes due 2009 'B';
     -- 8.375% senior subordinated notes due 2014 'B';
     -- 6.75% convertible preferred stock 'B-'.

   CBT:

     -- Senior unsecured notes and medium-term notes 'BB+'.

Fitch's rating of CBB reflects the relative stability and lower
level of business risks associated with the company's local
exchange and wireless businesses and the company's ability to
generate sustained levels of free cash flow.  Additionally, the
ratings reflect the company's highly levered balance sheet
relative to its peer group.  Debt-to-EBITDA at the end of the
third quarter was 4.3 times and is expected to continue to decline
at a modest pace over the next few years.

The company is strategically focused on delevering its balance
sheet and defending and growing its local exchange and wireless
businesses.  CBB's local wireline business (which includes its
local, hardware and managed services and other business segments)
through the first nine months of 2004, accounted for 81% of
consolidated revenue and 86% of consolidated EBITDA.  Competitive
pressure is increasing as evidenced by the 1.6% decline in total
access lines year over year.  Additional competitive pressures are
developing as cable companies launched voice services using voice
over Internet protocol -- VoIP -- in mid-2004.  The company has
been mitigating these pressures through bundling wireless and
high-speed data services with its wireline voice services (local
and long distance) into a package the company refers to as a
'super bundle.'  As of Sept. 30, 2004, approximately 18% of the
consumer households in its ILEC operating territory subscribe to a
super bundle.

Cincinnati Bell Wireless -- CBW -- is the market share leader in
the Cincinnati and Dayton, Ohio, basic trading areas and provides
an avenue for CBB to further strengthen its service bundle.  CBW's
postpaid net additions, EBITDA and average revenue per unit --ARPU
-- have been under pressure in 2003 and 2004.  While the company
has been able to add customers at a solid pace recently, churn, at
3.7% in the third quarter of 2004 for postpaid customers, has been
higher than historical levels due to network quality issues
arising from the transition from the time division multiple access
network -- TDMA -- to the global system for mobile communications
(GSM)/general packet radio service -- GPRS -- network.  The
company has also experienced additional costs associated with
operating, simultaneously, the TDMA network and the GSM network,
thus pressuring margins.  ARPU declines have been caused by lower
roaming revenues and migration to lower price plans.

There is still some uncertainty as to the resolution of the
company's partnership with Cingular Wireless, which acquired a
19.9% stake in CBW through the acquisition of AT&T Wireless.  The
two companies have taken positive steps to resolve future
ownership and roaming arrangements.  The companies have agreed to
a put/call arrangement effective in September 2005 that could
result in CBB acquiring Cingular's stake for $83 million and
modified the roaming arrangement so that EBITDA levels for CBW
were largely preserved.

Should the purchase transaction take place, the valuation is an
attractive price for CBW as it is about 5 times EBITDA.  The five-
year term of the roaming arrangement provides for additional
stability in CBW's operations.  CBB has stated that it would like
Cingular to ultimately form a long-term relationship with CBW, and
anticipates entering discussions with Cingular prior to the
September 2005 put/call date.

CBB's 'B+' senior unsecured rating reflects the subordination to
the company's senior secured debt and the CBT notes.  At the end
of the third quarter of 2004, approximately $789 million of debt
was senior to CBB's senior unsecured debt.  The notching of the
senior secured debt above the senior unsecured debt is indicative
of the anticipated recovery by the senior secured debt holders and
their first-priority claim on the economic interests of CBT and
CBW.

CBB reported total debt outstanding of $2.186 billion as of the
end of the third quarter 2004, a reduction of approximately $102
million from year-end 2003.  Bank debt totaling $489 million
accounts for approximately 22% of total debt.  Fitch estimates
that the company has approximately $378 million of additional
capacity remaining under its revolver as of Sept. 30, 2004.  The
capacity on the revolver begins to amortize March 30, 2005, when
the first of four quarterly reductions of $30.8 million occurs.
The remaining $273.5 million in capacity amortizes on March 1,
2006.

As of Sept. 30, 2004, CBB also has $470 million outstanding on the
term loan facility that matures on June 30, 2008.  CBB is expected
to reduce debt by approximately $140 million in 2004 through free
cash flows.


CITATION CAMDEN: Section 341(a) Meeting Slated for January 11
-------------------------------------------------------------
The Bankruptcy Administrator for the District of Alabama will
convene a meeting of Citation Camden Castings Center, Inc.'s
creditors at 10:30 a.m., on Jan. 11, 2005, at the Robert S. Vance
Federal Building, Room 127, at 1800 5th Avenue in Birmingham,
Alabama.  This is the first meeting of creditors required under 11
U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Camden, Tennessee, Citation Camden Castings
Center, Inc. -- http://www.citation.net/-- an affiliate of
Citation Corporation, manufactures ductile iron parts for disc
brakes.  The Company filed for chapter 11 protection on Dec. 7,
2004 (Bankr. N.D. Ala. Case No. 04-10781).  Cathleen C. Moore,
Esq., and Michael Leo Hall, Esq., at Burr & Forman represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed  $655,575 in total assets
and $324,334,598 in total debts.


CIT GROUP: Moody's Junks $11.5 Million 7.21% Certificates
---------------------------------------------------------
Moody's Investors Service has downgraded five subordinate tranches
of recreational vehicle securitizations originated by The CIT
Group/Sales Financing, Inc., a subsidiary of CIT Group, Inc.  The
securities are backed primarily by pools of recreational vehicles
-- RVs.  The complete rating action is as follows:

   * CIT RV Trust 1997-A

     -- $14,122,864, 6.80% Certificates, downgraded from rated Ba1
        to B1

   * CIT RV Trust 1998-A

     -- $18,000,000, 6.29% Class B Notes, downgraded from A3 to
        Baa3

     -- $6,060,865, 6.70% Certificates, downgraded from Ba2 to B2

   * CIT RV Trust 1999-A

     -- $28,500,000, 6.44% Class B Notes, downgraded from Baa2 to
        Ba2

     -- $11,515,205, 7.21% Certificates, downgraded from Ba3 to
        Caa1

    Continued High Delinquencies Increase Risk to Investors

The downgrades are a result of several factors.  Delinquencies as
a percentage of the outstanding balance and losses across the CIT
RV transactions have been sustained at higher levels than
anticipated when these transactions were originally rated and are
expected to continue in a similar fashion in the near future.  In
addition, a significant portion of the collateral pool continues
to be represented by repossessed inventory that, per the deal
structure is not charged-off until liquidation.  Though the amount
of repossessed inventory has been reduced slightly from its 2003
levels, it still remains high.  In addition, the sustained level
of delinquencies has negatively impacted the amount of excess
spread available to cover the potential losses within these
transactions.

Moody's actions are based on the evaluation of the potential
future losses to the pools as a result of performance and the
impact of the repossessed inventory.

Headquartered in Livingston, New Jersey, CIT Group, Inc., is one
of the largest commercial finance companies in the US.  It
provides vendor, equipment, commercial, factoring, consumer, and
structured financing to a wide range of businesses.  CIT has
exited the RV loan origination business though it remains servicer
for the receivables it originated and sold into earlier
securitizations.  It has a long-term senior unsecured rating of A2
and a short-term rating of Prime-1 from Moody's.


COLONIAL PROPERTIES: Buys Three Multifamily Assets in N.C. & Ga.
----------------------------------------------------------------
Colonial Properties Trust (NYSE: CLP) has acquired three Class-A
multifamily assets totaling 986 units.  The assets are located in
Charlotte, North Carolina; Durham, North Carolina; and Suwannee,
Georgia.

Colonial Village at Beverly Crest, formerly known as Montclair
Parc, is a 300-unit multifamily apartment community located in the
prestigious Arboretum area of southeast Charlotte, North Carolina.
The property, built in 1996, has an occupancy rate of 89 percent.
Colonial Village at Patterson Place, formerly known as North Creek
Apartments, is a 252-unit multifamily community located in
southwest Durham.  Built in 1997, the property is currently 90
percent occupied.  Both of these properties were acquired from
Clayton, Williams and Sherwood.

Colonial Grand at McGinnis Ferry, formerly known as Harrington
Farms, is a 434-unit multifamily community located in Suwannee,
Georgia at the intersection of Peachtree Industrial Boulevard and
McGinnis Ferry Road.  This property, along with four other
recently acquired properties, is located in Gwinnett County, one
of the nation's fastest growing counties.  Colonial Grand at
McGinnis Ferry was constructed in two phases in 1996 and in 1998
and is currently 98 percent occupied.  The property was acquired
from Executive Affiliates, Incorporated.

"The acquisition of these three assets adds to our growing
presence in these markets where we have both existing properties
and properties under development," stated Paul F. Earle, Executive
Vice President, Colonial Properties Trust, Multifamily Division.
"We have committed to these markets because our research indicates
that these markets are demographically strong and have improving
multifamily market fundamentals.  Our recently announced impending
merger with Cornerstone Real Estate Investment Trust (NYSE: TCR)
will further increase our presence in these markets."

                        About the Company

Colonial Properties Trust is a diversified REIT that, through its
subsidiaries, owns a portfolio of multifamily, office and retail
properties where you live, work and shop in Alabama, Florida,
Georgia, Mississippi, North Carolina, South Carolina, Tennessee,
Texas and Virginia.  Colonial Properties Trust performs
development, acquisition, management, leasing and brokerage
services for its portfolio and properties owned by third parties.
Colonial Properties Trust is a diversified REIT, which has a total
market capitalization of $3.7 billion.  The foundation of Colonial
Properties' success is its live, work and shop diversified
investment strategy.  The Company manages or leases 24,772
apartment units, 6.7 million square feet of office space and 16.3
million square feet of retail shopping space. Additional
information on Colonial Properties Trust is available on the
Internet at http://www.colonialprop.com. The Company,
headquartered in Birmingham, Ala., is listed on the New York Stock
Exchange under the symbol "CLP" and is included in the S&P
SmallCap 600 Index.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 27, 2004,
Standard & Poor's Ratings Services placed its 'BBB-' corporate
credit and 'BB+' preferred stock ratings for Colonial Properties
Trust on CreditWatch with negative implications.

The CreditWatch listings follow the recent announcement that
Colonial and Cornerstone Realty Income Trust Inc. have entered
into a definitive merger agreement.  Approximately $1.2 billion of
rated securities for Colonial are affected. Standard & Poor's
does not rate Cornerstone.

Total consideration will be approximately $1.5 billion and will
consist of:

   (1) an exchange of common shares (at a ratio of approximately
       0.26 shares of Colonial stock for each Cornerstone share),

   (2) the issuance of up to $150 million of new preferred
       securities, and

   (3) the assumption of approximately $850 million of
       Cornerstone's existing secured indebtedness.

The purchase price equates to $10.80 per share, or a 7.25% premium
relative to Cornerstone's closing price on Oct. 22, 2004.  The
agreement has been unanimously approved by each company's board of
directors and is subject to shareholder approval.

The CreditWatch listings reflect uncertainty regarding how this
transaction will ultimately impact one of the sector's more highly
leveraged balance sheets.  Particularly, the higher amount of
secured debt could potentially subordinate the interests of
unsecured note holders, which would necessitate a distinction
between the corporate credit rating and the ratings on the REIT's
rated securities.  At September 30, 2004, total debt equaled 67%
of capital (on a book value basis), and secured debt encumbered
properties contributing approximately 35% of net operating income
-- NOI.  Management intends to repay an undetermined portion of
the secured debt with proceeds from the issuance of senior
unsecured notes.  Alternatively, Colonial's previously announced
intention to divest of its mall assets could provide capital to
reduce secured debt levels.  Standard & Poor's will meet with
management in the near term to assess the planned capital
structure, as well as the company's strategic plans for the
combined entity, to determine the extent to which ratings could be
impacted.


COMMUNITY HEALTH: Completes Private Offering of 6-1/2% Sr. Notes
----------------------------------------------------------------
Community Health Systems, Inc. (NYSE: CYH) has completed a private
offering of $300 million aggregate principal amount of 6-1/2%
senior subordinated notes due 2012.  The private offering was
increased in size from the previously announced $250 million
aggregate principal amount.  The senior subordinated notes were
sold in an unregistered offering pursuant to Rule 144A and
Regulation S under the Securities Act of 1933.  The senior
subordinated notes have not been registered under the Securities
Act of 1933 or the securities laws of any state and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements under the
Securities Act of 1933 and any applicable state securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of the notes or any other
securities.

Community Health Systems will use the net proceeds from the
offering to repay borrowings under the revolving tranche of its
senior secured credit facility and for general corporate purposes.

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

                         *     *     *

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


CONEXANT SYSTEMS: S&P Pares Rating to B- Due to Reduced Earnings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Newport Beach, California-based Conexant Systems, Inc.,
to 'B-' from 'B' on sharply reduced sales and profitability over
the next few quarters.  The outlook is negative.

"Conexant has experienced overall slowing demand because of excess
channel inventory, and lower market prices and reduced end-
customer demand particularly in its DSL and wireless LAN
products," said Standard & Poor's credit analyst Lucy Patricola.
A sharp decline in sales, to $140 million for the current quarter,
from $213 million for the quarter ended Sept. 30, 2004, is
expected to partially normalize inventory levels in the company's
channels.  Sales are expected to remain at somewhat depressed
levels through the quarter ending March 31, 2005.  To address
challenges in its DSL and wireless LAN product segments, the
company will take a $40 million to $50 million charge to write
down related inventory.

As a result of these actions, Conexant likely will report negative
EBITDA of around $20 to $30 million for this quarter.  While the
company is taking steps to reduce operating costs, in order to
achieve a breakeven rate of about $220 million of revenue per
quarter, it does not expect to attain breakeven until the end of
fiscal 2005.

Conexant is the result of an early 2004 merger between Red Bank,
New Jersey-based GlobespanVirata, Inc., and Newport Beach,
California-based Conexant.  The company is a supplies
semiconductors for digital subscriber line modems, digital set-top
boxes, voiceband modems, and broadcast video encoders and
decoders.


CONGOLEUM CORP: Bankruptcy Court Approves Disclosure Statement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the disclosure statement and voting procedures for
Congoleum Corporation's (AMEX:CGM) amended plan of reorganization
following a hearing last week.  The Court also scheduled a
confirmation hearing to begin March 24, 2005.

Pursuant to the approved voting procedures, Congoleum expects to
commence the distribution of voting materials and solicitation of
acceptances of its amended plan of reorganization by late December
or early January and to have results of the voting tabulated by
late February.

Roger S. Marcus, Chairman of the Board, commented, "We are pleased
with the results of last week's hearing and the momentum
established by a confirmation hearing date.  We remain confident
that we will obtain the votes required for confirmation of our
plan, and are optimistic that we can emerge from the
reorganization process during the second quarter of 2005."

Interested parties should refer to the filed documents for a
complete description of the modified plan.  Copies of the modified
plan and disclosure statement will be filed by Congoleum with the
Securities and Exchange Commission as exhibits to a Form 8-K.
They also will be able to be obtained by visiting the investor
relations section of Congoleum's website at
http://www.congoleum.com/ Questions regarding voting or voting
materials should be directed to Congoleum's balloting agent, The
Altman Group, at http://www.altmangroup.com/

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoluem.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524).  Domenic Pacitti, Esq., at Saul Ewing, LLP, represents
the Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed $187,126,000 in
total assets and $205,940,000 in total debts.

At Sept. 30, 2004, Congoleum Corp.'s balance sheet showed a
$23,148,000 stockholders' deficit, compared to a $25,777,000
deficit at Dec. 31, 2003.


DIVERSIFIED CORPORATE: Auditors Raise Going Concern Doubt
---------------------------------------------------------
Diversified Corporate Resources, Inc. (OTC Pink Sheets: HIRD) has
filed with the Securities and Exchange Commission its Annual
Report on Form 10-K for fiscal year ended Dec. 31, 2003.  The
audited statements included in the 10-K were accompanied by an
audit opinion which contains a going concern qualification.

For 2003, the Company incurred a net loss before income taxes of
$3.882 million compared to $5.971 million for 2002, with net
revenues remaining substantially the same, $50.541 million in 2003
and $51.820 million in 2002.  Contributing to the decrease in net
loss were a 13% decrease in general and administrative expenses
(from $9.693 million in 2002 to $8.451 million in 2003) and a 25%
decrease in net interest expense (from $1.550 million in 2002 to
$1.169 million in 2003).  These decreases are the result of
efforts by management to reduce costs.

As previously reported, the Company appealed the decision rendered
on Nov. 4, 2004, by a Listing Qualifications Panel of the American
Stock Exchange, which decision affirmed the Staff's recommendation
to delist the Company's common stock.  This appeal is now pending
before the Exchange's Committee on Securities.  In the meantime,
on Nov. 9, 2004, trading in the common stock was suspended, making
it eligible for trading on the "pink sheets."  Since such date,
very thin, sporadic trading in the common stock on the pink sheets
has taken place.

The Company is making every effort to complete and file the
Quarterly Reports on Form 10-Q for the first three quarters of
2004, on or before Dec. 31, 2004.  Such filing would cure the
noncompliance by the Company with one of the listing standards
cited by the Staff as the reason for its recommendation for
delisting.  In its appeal to the Committee on Securities the
Company requested that it be given until Dec. 31, 2004, to file
the missing 10-Qs and additional time to cure the noncompliance
with the other standard cited by the Staff -- falling below $4
million in stockholders' equity -- and not be delisted until such
additional time expires.  There is no assurance that the Committee
on Securities will grant the Company's request.

                        About the Company

Diversified Corporate Resources, Inc., is a national employment
services and consulting firm, servicing Fortune 500 and larger
regional companies with permanent recruiting and staff
augmentation in the fields of Engineering, Information Technology,
Healthcare, BioPharm and Finance and Accounting.  The Company
currently operates a nationwide network of nine regional offices.


DLJ COMMERCIAL: Fitch Junks $4.5 Million Mortgage Certificate
-------------------------------------------------------------
This class of DLJ Commercial Mortgage Corp.'s mortgage pass-
through certificates, series 1999-CG3, has been downgraded by
Fitch:

     -- $4.5 million class C to 'CC' from 'CCC'.

These classes are also affirmed by Fitch:

     -- $76.5 million class A-1A at 'AAA';
     -- $509.1 million class A-1B at 'AAA';
     -- $17.7 million class A-1C at 'AAA';
     -- Interest-only class S at 'AAA'
     -- $25 million class A-2 to 'AAA';
     -- $49.5 million class A-3 to 'AA-';
     -- $13.5 million class A-4 at 'A';
     -- $15.7 million class A-5 at 'A-';
     -- $18 million class B-1 at 'BBB';
     -- $15.7 million class B-2 at 'BBB-';
     -- $27 million class B-3 at 'BB+';
     -- $13.5 million class B-4 at 'BB';
     -- $9 million class B-5 at 'BB-';
     -- $11.2 million class B-6 at 'B+';
     -- $9 million class B-7 at 'B';
     -- $9 million class B-8 at 'B-'.

Class D is not rated by Fitch.

The downgrade is a result of an increase in the amount of expected
losses associated with the specially serviced loans.  Losses are
expected to deplete class D, thus negatively impacting
subordination levels of the non-investment grade classes.

As of the December 2004 distribution date, the pool's aggregate
certificate balance has been reduced by approximately 7.4%, to
$833 million from $899.2 million at issuance.

There are currently five loans (2.7%) in special servicing and
losses are expected.  The largest loan (1%) is a multifamily
property located in Dallas, Texas and is currently real-estate
owned -- REO.  A new property manager has been hired and is
assessing life/safety issues at the property.  The second largest
loan (0.8%) is collateralized by a multifamily property in
Memphis, Tennessee and is REO.  A receiver has been retained as
property manager and the special servicer is currently
interviewing area brokers for listing proposals.


E*TRADE: S&P Assigns 'BB' Rating to $6.952 Million Class E Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to E*TRADE
RV and Marine Trust 2004-1's $307.5 million asset-backed notes
series 2004-1.

The ratings reflect the initial credit enhancement in the form of:

         * a nonamortizing reserve account (1.50%),
         * overcollateralization (0.50%),
         * subordination (2.25%-12.00%), and
         * excess spread.

The credit enhancement percentages are expressed as a percentage
of the initial receivables pool balance, which, as of Nov. 30,
2004, was $308,996,120.  The ratings also reflect the credit
quality of the underlying pool of recreational vehicle and marine
loans, the structural features that preserve the available credit
enhancement, and the sound legal structure.

                        Ratings Assigned
               E*TRADE RV and Marine Trust 2004-1

         Class                Rating    Amount (mil. $)
         -----                ------    ---------------
         A-1                  AAA                61.200
         A-2                  AAA                66.200
         A-3                  AAA                75.900
         A-4                  AAA                32.500
         A-5                  AAA                34.572
         B                    AA                 10.042
         C                    A                  9.270
         D                    BBB                10.815
         E (not offered)      BB                 6.952


EXODUS COMMS: Malpractice Claims Against E&Y Go To Arbitration
--------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court says
that malpractice, breach of contract and other state law claims
claims asserted by EXDS, INC. (f/k/a Exodus Communications, Inc.)
against Ernst & Young LLP were not washed away when Exodus'
chapter 11 plan was confirmed and those claims must be arbitrated
rather than litigated.

E&Y argued that because Exodus did not list any claims against the
accounting firm in its Schedules of Assets and Liabilities, the
debtor was barred from pursuing them post-confirmation under
principles of res judicata and judicial estoppel.  Judge Walsh
found that it was appropriate to consider that issue, but the
answer is the claims survived confirmation.  The appropriate forum
for resolving those claims, however, is an arbitration proceeding
rather than an adversary proceeding in the Bankruptcy Court.

EXDS and E&Y dispute certain actions taken by the parties during
EXDS's prepetition business operations.  In the spring of 2000,
EXDS hired Devcon Construction, Inc., to build and equip several
buildings as internet data centers.  In connection with the
construction of these data centers, EXDS retained E&Y to perform
project management oversight.  E&Y was obligated to review and
verify all Devcon bills submitted to EXDS.  Shortly after the Plan
was confirmed, EXDS hired Navigant Consulting, Inc., "to audit the
billing practices of [certain] construction contracting firms."
According to the Navigant audit, Devcon allegedly improperly
billed EXDS for over $32,000,000.  As a result, EXDS filed an
adversary complaint against Devcon and filed a separate adversary
complaint against E&Y (Bankr. D. Del. Adv. Pro. No. 03-56183).
The EXDS complaint against E&Y includes six causes of action.
Claims I-V essentially allege malpractice.  Specifically, they
allege negligence, negligent misrepresentation, breach of
contract, breach of fiduciary duty, and unjust enrichment.
Pursuant to Sec. 548(a)(1), Claim VI seeks avoidance of an alleged
fraudulent transfer.

Exodus Communications filed for chapter 11 protection (Bankr. D.
Del. Case No. 01-10539) on September 26, 2001, and the Debtors'
Second Amended Joint Plan of Reorganization was confimed on June
5, 2002.  The company's liquidating plan provided for a change of
the company's name to EXDS, Inc.


GREEN COUNTRY: Confirmed Plan Pays 65% to 100% to Creditors
-----------------------------------------------------------
The Honorable Dana L. Rasure of the U.S. Bankruptcy Court for the
Northern District of Oklahoma confirmed Green Country Village's
chapter 11 plan of reorganization on Wed., Dec. 15, 2004.  The
Plan promises payment to all trade creditors in full and returns
65 cents-on-the-dollar to holders of bonds issued in 1996 and 1998
that financed construction costs at the non-profit 157-unit
retirement facility located in Bartlesville, Oklahoma.

Green Country Village -- http://www.greencountryvillage.com--  
filed for chapter 11 protection on Nov. 19, 2003 (Bankr. N.D.
Okla. Case No. 03-06875-R), and obtained legal counsel from John
David Dale, Esq., and Sidney K. Swinson, Esq., at Gable & Gotwals
in Tulsa.


FEDERAL-MOGUL: Confirmation Hearing Adjourned to January 13-14
--------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, David M. Sherbin, Senior President of Federal-Mogul
Corporation, discloses that the confirmation hearing, which had
been scheduled to commence on December 9, 2004, has been
postponed.  The Company is preparing to move forward with
estimation of asbestos personal injury claims against the UK
Debtors.  After the Company and the co-proponents of its Plan of
Reorganization have the results from the estimation proceedings,
amendments to the Plan of Reorganization will be filed that will
reflect, among other things, the results of that estimation.
Thereafter, the Company and its co-proponents expect to move
forward toward confirmation of their amended Plan of
Reorganization.

The Independent Trustee for the Champion Pension Scheme received
approval by a United Kingdom Court to vote in favor of the Plan of
Reorganization and to take the Alternate Payout option in relation
to the Champion scheme once the Plan of Reorganization is
confirmed.  The Champion Scheme covers approximately 300 Federal-
Mogul Corporation employees in the United Kingdom.

Representing the Legal Representative for Future Asbestos
Claimants, Edwin J. Harron, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, filed a notice with the U.S.
Bankruptcy Court, stating that the Confirmation Hearing has been
adjourned to January 13-14, 2005.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J.
Nyhan, Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities. (Federal-Mogul Bankruptcy
News, Issue No. 69; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


GENCORP INC: Closes Offering on $43 Mil. Convertible Debentures
---------------------------------------------------------------
GenCorp Inc. (NYSE: GY) closed a private offering of an additional
$43 million in aggregate principal amount of its 2-1/4%
Convertible Subordinated Debentures due 2024 pursuant to the
partial exercise by an initial purchaser of the debentures of its
option to purchase additional debentures.  The debentures are
convertible, at the option of the holder upon the satisfaction of
certain conditions, into cash and, if applicable, the Company's
common stock at an initial conversion price of $20.00 per share,
subject to certain adjustments.  The initial conversion price is
equivalent to a conversion rate of 50 shares per $1,000 principal
amount of debentures.  The Company used the net proceeds from the
sale to repurchase a portion of its 5-3/4% convertible
subordinated notes due 2007.

The initial purchaser of the debentures has an option to purchase
up to an additional $13.6 million aggregate principal amount of
debentures, which it may exercise from time to time.  The Company
and the initial purchaser agreed today to extend the period during
which the option is exercisable through Jan. 15, 2005.  The
private offering has been made only to qualified institutional
buyers in accordance with Rule 144A under the Securities Act of
1933.

The debentures and the common stock issuable upon conversion have
not been registered under the Securities Act of 1933, as amended,
or applicable state securities laws, and are being offered only to
qualified institutional buyers in reliance on Rule 144A under the
Securities Act.  Unless so registered, the debentures and common
stock issuable upon conversion of the debentures may not be
offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act
and applicable state securities laws.  The Company has agreed that
it will file a registration statement covering the resale of the
debentures and the common stock issuable upon conversion of the
debentures.

This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of these securities.

                        About the Company

GenCorp is a leading technology-based manufacturer of aerospace
and defense products and systems with a real estate business
segment that includes activities related to the development, sale
and leasing of the Company's real estate assets.  Additional
information about the Company can be obtained by visiting the
Company's web site at http://www.GenCorp.com/

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 11, 2004,
Moody's Investors Service assigned a Caa2 rating to GenCorp,
Inc.'s proposed $50 million convertible subordinated notes, due
2024, and a B1 rating to the company's new $175 million senior
secured credit facilities, consisting of a $75 million revolving
credit due 2009 and a $100 million term loan due 2010.  The
proceeds from the new notes and facilities, along with about
$100 million expected from a recently-announced 7.5 million public
share offering as well as cash provided by the recent sale of the
GDX automotive division in August 2004, will be used to re-
purchase part of the company's existing 5-3/4% note (due 2007) and
certain other debt securities, as well as to re-finance its
existing senior secured credit facilities.  All other ratings of
the company have been affirmed:

   * Senior implied rating of B2

   * Unsecured issuer rating of B3

   * $150 million 9.5% senior subordinated notes, due 2013, of
     Caa1

   * $150 million 5.75% convertible subordinated notes, due 2007,
     of Caa2

   * $125 million 4% convertible subordinated notes, due 2024, of
     Caa2

The ratings outlook is stable.


GEORGIA-PACIFIC: Moody's Revises Outlook on Ratings to Positive
---------------------------------------------------------------
Moody's Investors Service changed the outlook on Georgia-Pacific
Corporation's ratings to positive from stable, with similar
outlook changes initiated for the other entities through which
Georgia-Pacific and its subsidiaries and predecessor companies
have issued debt.  At the same time, Moody's affirmed Georgia-
Pacific's senior implied rating at Ba2, and the senior unsecured
and issuer ratings at Ba3.  Moody's continued its practice of
rating debt that is either issued or guaranteed by Fort James
Corporation at a level equivalent with the Ba2 senior implied
rating, with all other debt rated one notch below at Ba3.
Georgia-Pacific's Speculative Grade Liquidity -- SGL -- rating was
also affirmed at SGL-2, which indicates good liquidity.

    * Georgia-Pacific Corporation:

          -- Outlook changed to positive from stable

          Ratings affirmed:

               -- Senior Implied: Ba2
               -- Senior unsecured: Ba3
               -- Issuer rating: Ba3
               -- Speculative Grade Liquidity Rating: SGL-2

   * Fort James Corporation:

          -- Outlook changed: to positive from stable

          Rating affirmed:

               -- Senior Unsecured: Ba2

   * G-P Canada Finance Company:

          -- Outlook changed: to positive from stable

          Rating affirmed:

               -- Backed Senior Unsecured: Ba3

   * Fort James Operating Company:

          -- Outlook changed: to positive from stable

          Rating affirmed:

               -- Backed Senior Unsecured: Ba2

In aggregate, Georgia-Pacific's ongoing cash flow generation has
improved, but has not yet reached the potential that management
foresees.  Abstracting from the current influence of what Moody's
views as above mid-cycle pricing in the building products and
packaging segments, credit metrics continue to be representative
of the current Ba2 senior implied rating.  While still lagging
those of key competitors, it is encouraging to observe returns in
the key consumer products segment improving over time.
Statistical trends for asbestos payments/liabilities are also
encouraging.  Another positive factor stems from the fact GP is
one of a small number of companies in the Paper & Forest Products
sector that has managed to significantly reduce debt over the
recent past. Management has also significantly improved the
company's liquidity position.  In Moody's assessment, these steps
show a commitment to significantly enhancing financial stability.
Moody's also recently reviewed the company's objectives and
strategy in the context of evaluating the potential for abrupt
changes in the company's business and capital structure.  In
particular, it appears a strong and stable financial platform
enhances access to the target market in the consumer products
segment.  Accordingly, there is an underlying business rationale
that motivates management to further strengthen the company's
business and financial profile, and to maintain and preserve that
profile once goals are achieved.  With the combination of improved
performance and positioning, the outlook has been changed to
positive from stable.

The Ba2 senior implied rating is based on residual financial
leverage remaining from earlier acquisition activity, Georgia-
Pacific's improving but still somewhat disadvantaged margin
position in its key consumer products segment, uncertain near-term
cash flow because of rising input costs and the questionable
magnitude and sustainability of the commodity price recovery, the
cyclicality/volatility related to commodity price exposure in the
building products, packaging, and paper segments, and legacy
asbestos liabilities.  While the financial magnitude of the
asbestos issue appears to have stabilized, until such time as tort
reform or some other mechanism confines the liability and the cash
drain to more narrow bounds, there will continue to be uncertainty
over the true magnitude of the issue, and Georgia-Pacific's
ratings will continue to be somewhat discounted by the potential
of abrupt changes in the magnitude and timing of the related cash
payments.  In addition to its asbestos exposure, Georgia-Pacific
also has significant liabilities that are potentially debt like
that add to implied leverage.  These include pension liabilities
and recourse ($265 million) to the company pursuant to a third
party financing transaction.  The rating also reflects the
company's scale in key product lines and the resulting flexibility
to reduce costs, the significant market position in the key
consumer products segment, the earnings and cash flow stability
provided by the relative stability of consumer products' pricing,
good liquidity arrangements, good financial reporting and very
good access to capital markets.  The ratings also reflect the
company's actions, which reflect a tangible commitment to reducing
indebtedness and improving the credit profile.

The senior implied rating could be upgraded if:

   (1) EBIT-to-Sales and RCF-to-Debt ratios improve to levels that
       are, in Moody's view, sustainable through the commodity
       price cycle, at levels well in excess of 10% and 15%
       respectively; with

   (2) the company's asbestos liability stabilized or permanently
       eliminated;

   (3) its other liabilities reduced from current levels; and

   (4) good liquidity arrangements being maintained.

Alternatively, were Moody's assessment of the financial measures
to deteriorate significantly, or were there to be a significant
set-back with asbestos, pension or other contingent funding, the
rating and outlook would be susceptible to downgrade.  Similarly
-- it being noted given the company's focus on debt reduction that
Moody's does not anticipate GP would consider a material
acquisition -- a significant debt-financed acquisition would also
create circumstances where the rating would be reviewed for
downgrade.  So too would a material decrease in access to
liquidity.

Georgia-Pacific's debt has been stratified since the acquisition
of Fort James, with Fort James' debt benefiting from a down-stream
guarantee provided by Georgia-Pacific.  As well, Fort James
provides an upstream guarantee of certain GP debt.  In aggregate,
some 40% of outstanding consolidated debt (47% if revolving
capacity were fully drawn) is structurally/contractually senior by
virtue of either being issued by Fort James and guaranteed by
Georgia-Pacific ($0.5 billion), or issued by Georgia-Pacific and
guaranteed by Fort James ($3.1 billion), while 56% is
structurally/contractually subordinated as it is issued by
Georgia-Pacific and does not benefit from a Fort James guarantee
($5.0).  In addition, Georgia-Pacific has some $3.5 billion of
consolidated Other Liabilities, approximately 55% of which reside
in the parent company.  Of this, the majority relates to accruals
for asbestos and other legal and environmental contingencies
together with residual recourse back to Georgia-Pacific related to
the timber monetization transaction.  In that these items are
debt-like, they add to the implied leverage at the parent.
Accordingly, while 56% of Georgia-Pacific's consolidated debt is
structurally and contractually subordinated to the guaranteed
debt, it is also potentially more impacted by the debt-like Other
Liabilities than is the case for the mutually guaranteed debt.
Accordingly, the current practice of rating the mutually
guaranteed debt at the senior implied level, while rating the
un-guaranteed debt one notch below continues to be warranted.

Georgia-Pacific's Speculative Grade Liquidity rating is SGL-2,
indicating good liquidity.  The company's primary external source
of liquidity is its senior unsecured $2.5 billion bank credit
agreement that matures in July of 2009 (comprised of the
$2.0 billion revolving facility and a $500 million outstanding
term loan).  Georgia-Pacific also has a committed accounts
receivable securitization facility that was recently extended for
another year to mature in December of 2005.  The facility was also
increased to $800 million from $700 million.  Near term
step-ups/downs to the Minimum Interest Coverage and Maximum
Leverage Ratios have been eliminated and the Minimum Net Worth
test has been reset to provide additional cushion.  Georgia-
Pacific is comfortably in compliance with all financial covenants
and Moody's estimates that Georgia-Pacific could access the entire
unused amount of the credit facility without violating the
covenants.  Baring unexpected asset write-offs or accruals for
asbestos-related expenses for example, Georgia-Pacific is not
likely to be constrained in accessing its third party liquidity.
Availability was recently augmented from the proceeds of three
significant asset divestitures, and then subsequently reduced due
to a term debt redemption.  At the end of the third quarter,
Georgia-Pacific had $1.6 billion of liquidity comprised of $800
million of availability under the bank line and $314 under the
receivables facility.

Georgia-Pacific Corporation, headquartered in Atlanta, Georgia, is
a global leader in tissue and other consumer products, and has
significant operations in building products, packaging and fine
paper.


HAYES LEMMERZ: Creditor Trust Reports Status on Adversary Cases
---------------------------------------------------------------
The HLI Creditor Trust reports that service has been completed on
TIC United Corp., doing business as C X Transportation Division.
However, TIC had filed a bankruptcy petition.  Thus, the
preference action is stayed under Section 362 of the Bankruptcy
Code.  The Creditor Trust will attempt to obtain consensual
dismissal of the preference action.

Service is complete and no answer has been filed in four adversary
cases:

     Defendant                                    Case No.
     ---------                                    --------
     O'Neill Office Center, Inc.                  03-58859
     Parker Hannifin Corporation                  03-59323
     Parker Hannifin Corporation                  03-58867
     Young's Mechanical, Inc.                     03-59064

The Creditor Trust is asking the Court to issue a Default Judgment
in each of the four cases.

The Creditor Trust has settled 31 adversary cases and the
corresponding settlement agreements have been filed in the main
bankruptcy case.  The Creditor Trust is seeking the dismissal of
the adversary cases.  The 31 adversary cases are:

     Defendant                                    Case No.
     ---------                                    --------
     Allen Bradley                                03-59047
     Arm Tooling System & Supply                  03-59002
     Betz Dearborn                                03-59380
     Bluegrass Radiology Associates, Inc.         03-58973
     Brenntag Mid-South                           03-58952
     D-M-E Company                                03-58874
     Giddings & Lewis, Inc.                       03-59124
     HWA Fong Rubber (USA), Inc.                  03-58963
     I.B. Moore Company, Inc.                     03-58779
     Industrial Pattern Works of Benton Harbor    03-59006
     J&H Machine Tools, Inc.                      03-58787
     J&L America, Inc.                            03-59314
     McNaughton-McKay Electric Co.                03-59030
     Mindis Treatment Services, Inc.              03-58852
     Oakwood Corporate Housing-Arizona, Inc.      03-59004
     Panorama Engineering, Inc.                   03-59088
     Precision Strip, Inc.                        03-58877
     R2 Technology, Inc.                          03-58761
     Rack Processing Company, Inc.                03-58878
     Spindle & Machine Analysis, Inc.             03-59094
     SST Castings, Inc.                           03-59410
     Stonhard, Inc.                               03-58894
     Taiyo America, Inc.                          03-58937
     Thomson Financial, Inc.                      03-58897
     Tocco, Inc., d/b/a Moco Thermal              03-59316
     Univar USA, Inc., f/k/a Vopak USA, Inc.      03-58807
     Walt Ltd.                                    03-58900
     Wescast Industries, Inc.                     03-58723
     Williams Welding and Repair                  03-58765
     Wing & Jabaay, Inc.                          03-58832
     Worthington Steel Company                    03-58931

The Creditor Trust also resolved 35 adversary cases but the
Notice and Stipulation of Dismissal cannot be filed yet for one or
more of these reasons:

     (a) The list for the Creditor Trust's Settlement Notice has
         not been submitted to the Court;

     (b) Some cases are awaiting for the settlement agreement to
         be signed;

     (c) Some cases are awaiting for all payments under the
         settlement agreement;

     (d) Some cases are awaiting for the HLI Creditor Trust Board
         Approval of the settlement; or

     (e) The defendant has filed for bankruptcy and the parties
         will enter into a stipulation dismissing the case, which
         preserves the preference claim.

The 35 adversary cases are:

     Defendant                                    Case No.
     ---------                                    --------
     3D Systems, Inc.                             03-58961
     Ace Packaging Systems, Inc.                  03-58972
     Active Aero Group                            03-58975
     Alro Fawcett Steel                           03-58965
     Ameritech Corporation                        03-59089
     Arthur Andersen, LLP                         03-59051
     Buehler, Ltd.                                03-58978
     Business Systems, Inc., d/b/a Shelf Plus     03-59194
     Cambridge Integrated Services Group, Inc.    03-59090
     Chemetall Oakite Products, Inc.              03-59057
     Citation Castings, LLC                       03-59014
     Citicorp Del-Lease, Inc.                     03-59060
     Coil Construction, Inc.                      03-58986
     Crestmark Financial Corporation              03-59046
     Frontier Manufacturing                       03-57155
     Geo. M. Brown & Associates, Inc.             03-59329
     Hagerman & Company, Inc.                     03-58771
     Hewlett Packard Company                      03-59274
     IE&E Industries, Inc.                        03-59026
     Indexing Technologies, Inc.                  03-58781
     Industrial Enterprises, Inc. of Mid Missouri 03-59399
     J&J Electric of Indiana, Inc.                03-58788
     Management Recruiters of Racine, Inc.        03-58742
     McMaster Carr Supply Company                 03-59423
     P.S.M. Fastener Corporation                  03-59082
     Parametric Technology Corporation            03-58862
     Perfection Commercial Services, Inc.         03-58869
     Southern Electric Motor, Inc.                03-59091
     Southern Missouri Containers, Inc.           03-58932
     Telesis Technologies, Inc.                   03-58938
     Transwheel Corporation                       03-58835
     Verizon North, Inc.                          03-59024
     Verizon South, Inc.                          03-59035
     Verizon Wireless Messaging Services, LLC     03-59034
     Verizon Wireless, Inc.                       03-57781

The Creditor Trust further reports that service has been completed
in 85 adversary cases, answers have been filed, and discovery and
disclosures are underway.

About 185 cases have been closed.  A complete list of the 185
closed cases is available for free at:

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

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., and Mark S. Chehi, Esq., at Skadden, Arps, Slate,
Meager & Flom represent the Debtors' in their restructuring
efforts.  (Hayes Lemmerz Bankruptcy News, Issue No. 57; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


HAYES LEMMERZ: Names Hendrickx as VP for Cast Aluminum Operations
-----------------------------------------------------------------
Hayes Lemmerz International, Inc. [NASDAQ: HAYZ] reported the move
of Marc Hendrickx to the position of Vice President of the
Aluminum Operations for the Company's International Wheel Group,
effective January 1, 2005.   He was previously Vice President of
Sales and Marketing for the International Wheel Group.  Mr.
Hendrickx will report directly to President Fred Bentley.

Mr. Hendrickx, who replaces Giancarlo Dallera, will have
responsibility for the Company's International Aluminum Wheel
businesses with operations in Italy, Brazil, South Africa,
Belgium, Spain, Czech Republic, Thailand, and Turkey.  Mr. Dallera
is leaving the Company after 20 years, most recently in a
consulting role.  His assistance during the transition has been
invaluable and is greatly appreciated.

Mr. Hendrickx, 45, joined Hayes Lemmerz in 1981 as a sales
associate at the Company's facility in Antwerp, Belgium.  In 1996,
Mr. Hendrickx assumed the Managing Director responsibility at this
facility.  In 2000, Mr. Hendrickx was promoted to his most recent
position.

Fluent in English, Dutch, German and French, Mr. Hendrickx holds a
Bachelor degree in Sales and Marketing from the University of
Antwerp in Belgium.  Mr. Hendrickx also successfully completed
Advanced Management courses at universities in Belgium and
Switzerland.

In making the announcement, Mr. Bentley said, "Marc's broad
knowledge and expertise in the industry, combined with the strong
relationships he has established with customers globally, will be
extremely important in his new position.  He has been a key member
of our team for over 23 years and has proven himself to be a
valuable asset to the Company."

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., 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)


HEDSTROM CORP: Auction at Arlington Heights HQ on Jan. 11
---------------------------------------------------------
The Daley-Hodkin Group will auction computers & electronics,
office and business equipment, and other furniture owned by
Hedstrom Corporation on January 11, 2005, at 11:00 a.m., Central
Time, at the company's headquarters located at 3436 North
Kennicott Avenue in Arlington Heights, Illinois.  The Auction is
being held pursuant to a Bankruptcy Court order.

The Office Furniture to be sold includes executive office desks;
credenzas; bookcases; office partions & modular work stations:
conference room tables: upholstered, leather, folding & stackable
chairs; folding tables; 3 to 5 drawer file cabinets; marking
boards; and cork boards.  The Office Equipment includes a Cannon
M310016 microfilm scanner; two 3M 910 & 9200 overhead projectors;
a GBC P400 binding system; a GBC image maker 2000 manual binder;
typewriters; computers; laptops; printers; external CD writers;
monitors; televisions; vcr and dvd players; and more.

For additional information about the sale, contact:

     Larry Garten
     135 Pinelawn Road
     Melville, NY  11747-3144
     Phone: (631) 293-0200
     Fax: (631) 293-0328
     auction@daley-hodkin.com

Headquartered in Arlington Heights, Illinois, Hedstrom Corporation
-- http://www.hedstrom.com/-- manufactures and markets well-
established children's leisure, outdoor recreation and home d,cor
products, including outdoor gym sets, spring horses, trampolines,
skating equipment (through Backyard Products Unlimited, currently
in a Canadian receivership proceeding); play balls (through non-
debtor BBS Industries, Inc.); and arts and crafts kits, game
tables, indoor sleeping bags, play tents and wall decorations
(through ERO Industries).  The Company filed for chapter 11
protection on October 18, 2004 (Bankr. N.D. Ill. Case No. 04-
38543).  Allen J. Guon, Esq., and Steven B. Towbin, Esq., at Shaw
Gussis Fishman Glantz Wolfson & Towbin LLC, represent the
Debtors in their restructuring.  When the Company filed for
chapter 11 protection, it listed estimated assets of $10 million
to $50 million and estimated debts of more than $100 million.


HILB ROGAL: S&P Places BB Rating on $425M Senior Secured Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating to Hilb, Rogal and Hobbs' (NYSE:HRH) senior secured credit
facility totaling $425 million.

"The ratings are based on HRH's marginal, though improved,
competitive position, which we believe contains above-average risk
because of its reliance on an aggressive acquisition pace to
achieve strategic and financial goals, and diminished earnings due
to the potential loss of contingent commission income," noted
Standard & Poor's credit analyst Donovan Fraser.

Offsetting these weaknesses are:

   (1) the company's good prospective operating margins;

   (2) its limited, but improving, financial flexibility; and

   (3) the successful integration to date of multiple
       acquisitions, particularly  Hobbs in July 2002," added Mr.
       Fraser.

HRH's $425 million senior secured credit facilities are comprised
of a $50 million term loan (Tranche A) due in 2009, a $200 million
term loan (Tranche B) due in 2011, and a $175 million revolving
credit facility that expires in 2009.  Standard & Poor's expects
the company to generate adequate cash flow from operations similar
to the record $110 million generated in 2003 so that it may
continue to meet its ongoing interest, principal, and other
periodic-fixed charge obligations.  As of Sept. 30, 2004,
debt-to-total capital and GAAP interest coverage measured 33% and
16x, respectively.

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


HOLLINGER INT'L: Board Declares Special & Regular Dividends
-----------------------------------------------------------
Hollinger International Inc.'s (NYSE: HLR) Board of Directors has
declared a Special Dividend of $2.50 per share for its Class A
Common Stock, par value $0.01 per share, and its Class B Common
Stock, par value $0.01 per share, for holders of record of such
shares on Jan. 3, 2005, payable on Jan. 18, 2005.

The Company stated that its Board of Directors has determined that
it is in the best interests of the Company and its shareholders to
distribute to its shareholders $500 million of the remaining
proceeds from the sale of The Telegraph Group, with the Special
Dividend in an aggregate amount of approximately $227 million as
the first tranche of the proposed distribution.

The Company stated that the Board of Directors intends to
distribute an additional amount of approximately $273 million in
the form of a tender offer for its shares of common stock.  The
Board expects to make a final determination about whether to
proceed with a tender offer after the Company files its delinquent
reports with the Securities and Exchange Commission, including its
Annual Report on Form 10-K for the year ended December 31, 2003
and the appropriate Quarterly Reports on Form 10-Q, as well as the
required report on Form 8-K with respect to certain pro forma
financial statements following the Telegraph sale.  The Company
currently expects that the Annual Report on Form 10-K will be
filed on or before Dec. 31, 2004, with the remaining delinquent
reports expected to be filed as early during the first quarter of
2005 as is practicable.  Alternatively, the Board may consider a
second special dividend to complete the distribution, instead of a
tender offer.  In either case, other than the Special Dividend
declared Thursday, there can be no assurance that the second part
of the distribution will be made or, if made, whether it will be
in the form of a tender offer or a dividend, and if a tender
offer, as to the price or form such offer will take.

Gordon A. Paris, Interim Chairman, President and Chief Executive
Officer of Hollinger International, stated: "The Special Dividend
being declared today, together with the second tranche of the
distribution, is an integral part of our Strategic Process, which
was undertaken to maximize value for our shareholders.  We believe
that returning a significant portion of our remaining cash
proceeds from the sale of the U.K. Newspaper Group to our
shareholders appropriately addresses that stated objective.
Following the Special Dividend and the second distribution, we
will have sufficient cash to fund our operations and obligations
and to avail ourselves of strategic opportunities that would
position the Company for continued value creation for all of our
shareholders."

Following the Special Dividend, it is expected that the
outstanding grants under the Company's stock incentive plans will
be appropriately adjusted to take into account this return of cash
to existing shareholders.

The Company also announced that the Board of Directors has
declared that a regular quarterly dividend, in the amount of $0.05
per share, be paid on the Company's Common Stock on Jan. 18, 2005,
to shareholders of record on Jan. 3, 2005.

Hollinger International Inc. is a newspaper publisher whose assets
include The Chicago Sun-Times and a large number of community
newspapers in the Chicago area as well as in Canada.

                          *     *     *

As reported in the Troubled Company Reporter on August 6, 2004,
Moody's Investors Service changed the rating outlook on Hollinger
International Publishing, Inc., to positive from stable and has
withdrawn other ratings.  Details of this rating action are:

Ratings withdrawn:

   * $45 million Senior Secured Revolving Credit Facility, due
     2008 -- Ba2

   * $210 million Term Loan "B", due 2009 -- Ba2

   * $300 million of 9% Senior Unsecured Notes, due 2010 -- B2

Ratings confirmed:

   * Senior Implied rating -- Ba3
   * Issuer rating -- B2

The outlook is changed to positive.


IDI CONSTRUCTION: Wants to Hire Marilyn Simon as Counsel
--------------------------------------------------------
IDI Construction Company, Inc., asks the U.S. Bankruptcy Court for
the Southern District of New York for permission to employ Marilyn
Simon & Associates as its general bankruptcy counsel.

IDI Construction is expected to:

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

   b) assist the Debtor in the preparation of a plan of
      liquidation in its chapter 11 case and to take necessary
      steps to bring the plan to confirmation;

   c) prepare on behalf of the Debtor necessary applications,
      answers, orders, reports and other motions, complaints,
      pleadings and documents;

   d) appear before the Bankruptcy Court and the United States
      Trustee and to protect the interests of the Debtor before
      the Court and the United States Trustee; and

   e) perform other legal services for the Debtor that may be
      necessary and appropriate in its chapter 11 case.

Marilyn Simon, Esq., a Member at her Firm, is the lead attorney
for the Debtor's restructuring.  Ms. Simon discloses that the Firm
received a $50,000 retainer.

Ms. Simon reports her Firm's professionals bill:

         Designation      Hourly Rate
         -----------      -----------
         Partners            $400
         Counsel             $300
         Paralegals           $95
         Clerks               $35

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

Headquartered in New York, New York, IDI Construction Company,
Inc., is engaged in the construction industry.  The Company filed
for chapter 11 protection on December 15, 2004 (Bankr. S.D.N.Y.
Case No. 04-17881).  When the Debtor filed for protection from its
creditors, it listed total assets of $5,645,400 and total debts of
$18,550,000.


IESI CORP: BFI Purchase Plan Prompts S&P to Lift Ratings to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on waste
management company IESI Corp. to 'BB' from 'B+' following a review
of the proposed purchase of IESI by BFI Canada Income Fund (the
fund).  Standard & Poor's also assigned its 'BB' senior secured
debt rating to the company's proposed US$375 million senior
secured credit facilities, and a recovery rating of '2' to the
facilities, indicating a substantial recovery of principal (80%-
100%) in a post-default scenario.  At the same time, the ratings
were removed from CreditWatch where they were placed Nov. 30,
2004.  The outlook is currently stable.

The new ratings are based on the completion of the proposed
transaction.  If the deal does not close as proposed the ratings
could be revised.  If the proposed transaction is cancelled, the
existing 'B+' rating could be reinstated.

IESI is being purchased by the fund for more than US$900 million.
The acquisition is scheduled to be completed in January 2005.  The
purchase is being primarily financed through the issuance of
equity and approximately US$220 million of debt (not including
intercompany debt).  Existing senior debt of IESI will be
redeemed.  "The revised rating reflects the benefits that are
expected to accrue to IESI following the acquisition, which
include deleveraging, a more diverse business profile, and
strengthened financial flexibility through access to equity
markets," said Standard & Poor's credit analyst Kenton Freitag.

The ratings on IESI are based on the consolidated credit profile
of the fund.  The fund has two wholly owned holdings in the waste
management industry: U.S.-based IESI and Canada-based BFI Canada.
IESI will not merge its operations with BFI Canada following the
acquisition but is considered core to the fund due to its size; it
is expected to account for approximately two-thirds of
consolidated revenues and EBITDA.  Furthermore, the fund's holding
company for its operating subsidiaries (BFI Canada Newco) will
guarantee IESI's credit facilities.

The fund's credit profile reflects the limited size and diversity
of its subsidiaries, the industry risks associated with obtaining
landfill permits, and the high levels of competition in the
fragmented waste management industry, and the limited operating
history of both IESI and BFI Canada.  These factors are offset by
efficient operations, and favorable industry characteristics.

The outlook is stable.  Efficient operations, steady revenue
streams, and defensible positions in selected markets should
offset the risks associated with regulatory uncertainties and
limited diversity.  Ratings could be lowered if operating margins
deteriorate or if leverage materially exceeds the fund's target of
2x.  Conversely, ratings could be raised in future if the company
diversifies and demonstrates a longer period of stable margins.


INDEPENDENCE II: Moody's Junks $16.7 Million Preference Shares
--------------------------------------------------------------
Moody's Investors Service took rating actions on the Class B
Notes, Class C Notes and Preference Shares issued by Independence
II CDO, Ltd, a CDO collateralized by structured finance
securities:

   * the Class B Notes were placed on watch for possible
     downgrade, the Class C Notes were downgraded from Baa2 on
     Watch for possible downgrade to B1 on Watch for possible
     downgrade; and

   * the Preference Shares were downgraded from B3 on Watch for
     possible downgrade to C.

The rating on the Preference Shares reflects a return of principal
on the Shares, which have partially amortized from excess
interest.

According to Moody's, the current action reflects a concern about
the loss of subordination supporting the notes and deterioration
in the credit quality of the collateral pool, which has a
significant exposure to securities with speculative-grade ratings,
as noted in the latest deal surveillance report.  Owing to the
decline in credit quality, the ratings assigned to the Class B
Notes, Class C Notes and Preference Shares prior to the ratings
actions taken today are no longer consistent with the credit risk
posed to investors.

Issuer: Independence II CDO, Ltd.

Tranche description: U.S. $78,000,000 Class B Second Priority
                     Senior Secured Floating Rate Notes Due 2036

Prior Rating:        Aa3
Current Rating:      Aa3 (Watch for possible downgrade)

Tranche description: U.S. $17,000,000 Class C Mezzanine Secured
                     Floating Rate Notes Due 2036

Prior Rating:        Baa2 (Watch for possible downgrade)
Current Rating:      B1 (Watch for possible downgrade)

Tranche description: U.S. $16,700,000 Preference Shares

Prior Rating:        B3 (Watch for possible downgrade)
Current Rating:      C


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 for 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
"monthly 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
"committees 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)


LAGUARDIA: U.S. Trustee Picks 5-Member Creditors Committee
----------------------------------------------------------
The United States Trustee for Region 3 appointed five creditors
to serve on the Official Committee of Unsecured Creditors in
LaGuardia Associates, L.P., and its debtor-affiliate's chapter 11
case:

   1. Landmark Food Corporation
      Attn: Victor Cardinali
      865 Waverly Avenue
      Holtsville, New York 11742
      Phone: 631-654-4500, Fax: 631-654-4984

   2. Sunbelt Organization Services
      Attn: Peter A. List
      230 Passaic Avenue
      Fairfield, New Jersey 07004
      Phone: 973-808-6800, Fax: 973-808-1414

   3. Muzur Brothers & Jaffe Fish Company, Inc.
      Attn: Jay Levy
      25-27 Peck Slip
      New York, New York 10038
      Phone: 212-962-6420, Fax: 212-732-9611

   4. Longacre Beef Company
      Attn: Pasquale Monald
      20 Miller Place
      Syosset, New York 11791
      Phone: 516-921-0070, Fax: 516-921-0471

   5. KVL Audio Visual Services, Inc.
      Attn: Nicola Prignano
      Saw Mill River Road
      Ardsley, New York 10502
      Phone: 914-479-3328, Fax: 914-479-3394

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in King of Prussia, Pennsylvania, LaGuardia
Associates, L.P., owns and operates the 358-room Crowne Plaza
Hotel located at 104-04 Ditmars Boulevard in East Elmhurst, New
York.  The Company and its debtor-affiliate filed for chapter 11
protection on October 29, 2004 (Bankr. E.D. Pa. Case No.
04-34514).  Martin J. Weis, Esq., at Dilworth Paxon LLP represent
the Debtors in their restructuring.  When the Company filed
for protection from its creditors, it estimated assets and
liabilities of $10 to $50 million.


LAGUARDIA ASSOCIATES: Committee Taps Hangley Aronchick as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of LaGuardia
Associates, L.P. and its debtor-affiliate's chapter 11 proceedings
asks the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania for permission to employ Hangley Aronchick Segal &
Pudlin, P.C., as their counsel.

Hangley Aronchick is expected to:

   a) advise the Committee with respect to its rights, duties and
      responsibilities under the Bankruptcy Code for the Debtors'
      chapter 11 cases;

   b) assist the Committee in the investigation of the assets and
      claims against the Debtors;

   c) assist the Committee in studying the merits of any proposed
      transactions involving the properties of the Debtors'
      estates;

   d) assist and provide the Committee with advise regarding the
      formulation and evaluation of a proposed plan of
      reorganization for the Debtors' chapter 11 cases; and

   e) perform all other legal services necessary for the Committee
      in the Debtors' chapter 11 case.

Myron A. Bloom, Esq., and Margaret P. Steere, Esq., are the lead
attorneys performing services for the Committee.  Mr. Bloom will
charge at $425 per hour, while Ms. Steere will charge at $230 per
hour.

Hangley Aronchick assures the Court that it does not hold any
interest materially adverse to the Committee, the Debtors or their
estates.

Headquartered in King of Prussia, Pennsylvania, LaGuardia
Associates, L.P., owns and operates the 358-room Crowne Plaza
Hotel located at 104-04 Ditmars Boulevard in East Elmhurst, New
York.  The Company and its debtor-affiliate filed for chapter 11
protection on October 29, 2004 (Bankr. E.D. Pa. Case No. 04-
34514).  Martin J. Weis, Esq., at Dilworth Paxon LLP represent the
Debtors in their restructuring.  When the Company filed for
protection from its creditors, it estimated assets and
liabilities of $10 to $50 million.


LEVI STRAUSS: Fitch Junks $375 Mil. Sr. Notes & $1.7 Bil. Sr. Debt
------------------------------------------------------------------
Fitch Ratings has assigned a 'CCC+' rating to Levi Strauss & Co.'s
announced $375 million senior notes due Jan. 15, 2015.  The
proceeds from the issue will be used to repay a portion of the
outstanding 7% senior unsecured notes due 2006.  Fitch rates
Levi's outstanding debt:

     -- $1.7 billion senior unsecured debt 'CCC+';
     -- $650 million asset-based loan (ABL) 'B+';
     -- $500 million term loan 'B'.

The Rating Outlook is Negative.

The ratings reflect Levi's well known brand name and good market
positions, the geographic diversity of its sales base, and
adequate liquidity.  Levi's had liquid short term investments in
the U.S. of $317 million and $245.2 million in net available
borrowing capacity under its revolving credit facility as of Oct.
10, 2004.  The ratings also consider the company's high debt
balances which limit financial flexibility, challenging revenue
growth, and continued restructuring activities.


LEVI STRAUSS: Increases Size of Debt Offering to $450 Million
-------------------------------------------------------------
Levi Strauss & Co. amended its previously announced cash tender
offer for its 7.00% Notes due 2006 to increase the maximum
principal amount it is seeking in the tender offer from
$375,000,000 to $450,000,000, which represents all of the current
outstanding Notes.  The tender offer is conditioned upon 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 $450,000,000.  All of the other
terms and conditions of the tender offer, including the
consideration for the Notes, the early tender date and the
expiration date, otherwise remain unchanged.

Full details of the terms and conditions of the tender offer are
included in the Company's Offer to Purchase dated Dec. 15, 2004,
as supplemented.

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.

This press release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes or any other security.
The tender offer is made only by an Offer to Purchase dated
December 15, 2004, as supplemented. Persons with questions
regarding the tender offer should contact the Dealer Manager at
(212) 723-6106 or (800) 558-3745. Statements in this press release
regarding the offering of debt securities shall not constitute an
offer to sell or a solicitation of an offer buy such debt
securities.

                        About the Company

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
on Dec. 16, 2004:

     "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: Moody's Junks Proposed $375M 10-Year Senior Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ca rating to Levi Strauss &
Co.'s proposed $375 million 10-year senior notes issue, affirmed
existing ratings, and revised the outlook to stable from negative.

The ratings are based on Moody's understanding that the entire
proceeds of the new issue will be utilized to refinance existing
indebtedness and will not cause Levi's outstanding debt to
increase.

The outlook revision recognizes:

   (1) the steps the company has taken to reduce expenses and
       rationalize its business,

   (2) its improved earnings, gross margin and cash flow from
       operations,

   (3) the expected stabilization in sales, and

   (4) the longer maturity profile that this transaction will
       provide.

After a net loss of approximately $350 million in fiscal year
2003, Levi's had a net loss of approximately $195 million for the
LTM ended 8/29/04.  Gross margin has improved from 40.1% in 2003
to 42.9% for the latest LTM and free cash flow / debt has improved
from -10% to 14.3%.

The ratings continue to reflect the weak business environment for
Levi's products with persistent apparel price deflation and lower
consumer spending on clothing over the past several years.  This
is evidenced by the company's seven-year sales decline, and by its
low operating margin, low interest coverage, and still weak cash
flow when measured independent of working capital changes.

Sales have declined from approximately $7.1 billion in 1996 to
$4.1 billion for the LTM ended 8/29/04.  For the latest LTM, its
operating margin was 6.3%, its EBIT/Interest was 1.0 X and
retained cash flow/ adjusted debt was 1.7%.

An upward ratings momentum could arise if the company's
restructuring continues to produce results such as increased sales
and operating margins with commensurate improvements in retained
cash flow and interest cover.

The proposed unsecured $375 million senior notes will be issued by
Levi Strauss & Co. and will be pari passu with existing senior
note issues.  Material covenants will include limitations on debt,
assets sales, liens, and transactions with affiliates, and
restrictions on sale and leaseback transactions, dividends, share
repurchases, and other distributions. The proceeds will be used to
refinance $375 million of the $450 million outstanding principal
amount of Levi's 7% notes due November 1, 2006. If and when the
2006 notes are tendered in their totality, Moody's expects to
withdraw the rating on that issue.

This rating was assigned:

   * $375 million senior unsecured notes due 2015, at Ca.

These ratings were affirmed:

   * $500 million guaranteed senior secured term loan facility due
     2009 of Caa2,

   * Approximately $1.4 billion of senior unsecured notes due
     through 2012 of Ca,

   * Senior Implied of Caa2,

   * Issuer Rating of Ca.

The outlook was revised to stable.

Levi Strauss & Co., headquartered in San Francisco, California, is
one of the world's largest branded designers, manufacturers and
marketers of apparel.  Revenues were approximately $4.1 billion
for the fiscal year ended November 30, 2003.


LBI MEDIA: S&P Revises Outlook on B+ Rating to Negative
-------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on LBI
Media, Inc., to negative from stable as a result of weak
third-quarter profitability, persistently high leverage, and the
potential for further debt-financed acquisitions.  At the same
time, Standard & Poor's affirmed its existing ratings on LBI,
including the 'B+' corporate credit rating.  The Burbank,
California-based Spanish-language radio and TV broadcaster is
analyzed on a consolidated basis with its ultimate parent company,
Liberman Broadcasting, Inc.  At Sept. 30, 2004, the company had
about $370 million in consolidated debt.

"The ratings on LBI reflect its high debt leverage, cash flow
concentration in a small number of large Hispanic markets, intense
competition from much larger rivals for audiences and advertisers,
and the potential for additional debt-financed acquisitions," said
Standard & Poor's credit analyst Steve Wilkinson.

These risks outweigh LBI's niche position as an operator of
Spanish-language radio and TV stations, its healthy margins, the
discretionary cash flow potential of the broadcasting business,
and good Spanish-language ad trends.  Continued earnings weakness
or an increase in leverage from additional debt-financed
acquisitions could lead to a ratings downgrade.  Conversely, a
successful IPO, with a significant decrease in debt and leverage,
could restore rating stability.


LNR PROPERTY: Fitch Lowers Rating on Sr. Subordinated Debt to 'B-'
------------------------------------------------------------------
Despite the downgrade by Fitch Ratings of LNR Property
Corporation, Fitch anticipates affirming Lennar Partners, Inc.'s
special servicer rating of 'CSS1' pending an annual review in
first-quarter 2005.  The proposed capital structure after the
acquisition of Lennar's parent company, LNR Property Corp., by
Riley Property Holdings LLC, majority owned by affiliates of
Cerberus Capital Management, LP, precipitated Fitch's rating
action.

For more information, see the press release 'Fitch Lowers LNR's
Senior Subordinated Debt to 'B-' Rating Outlook Stable' dated Dec.
14, 2004, and available on the Fitch Ratings web site at
http://www.fitchratings.com/

The expectation to affirm the servicer rating is based on Fitch's
continuing discussions with Lennar senior management and their
assertion that the CMBS servicing business will continue to
operate as it currently does.  Fitch will continue to monitor the
acquisition and its impact on the servicing business.


MCI INC: Renews Multi-Million Contract With G2 Satellite
--------------------------------------------------------
G2 Satellite  Solutions (G2), an independent and wholly owned
subsidiary of PanAmSat Corporation, announced that MCI renewed a
multi-million dollar, two-year deal for satellite services.  Under
terms of the agreement, G2 will provide two Ku-band transponders
on Galaxy XI, with redundancy provisions on SBS-6 -- reinforcing
the company's long-standing relationship with MCI.

MCI is utilizing G2's satellite solutions on the U.S.
Federal Aviation Administration Telecommunications Satellite
(FAATSAT) System, which provides the voice and data communications
that maintain safe, air traffic flow.  As the prime contractor on
FAATSAT, MCI built a high-performance, high-availability satellite
communications system that provides communications to more than
106 air traffic control facilities.  FAATSAT supports both
broadcast and point-to-point applications, and is compliant with
the FAA's strict performance requirements.  In addition to the two
transponders on Galaxy XI, FAATSAT also encompasses 21 regional
terminals, with each communicating to multiple remote sites.

"Given the critical nature of this network, G2 is proud to support
MCI in delivering highly reliable services to the FAA by
satellite," said Tom Eaton, executive vice president of PanAmSat
and president of G2 Satellite Solutions.  "This is just one
example of the civilian government applications that rely on
satellite communications to meet their mission.  In addition, this
demonstrates G2's commitment to serving telecommunications
companies, prime contractors, system integrators and value added
resellers in support of critical government satellite
communications applications."

G2 is also a strategic supplier to MCI's Emergency Mobile
Communications Centers.  These communication vehicles provide free
local, long distance and international calls, as well as free
Internet access, to disaster victims (i.e., wildfires, tornados,
hurricanes, etc.).  The fleet recently returned from Florida where
it was deployed to support relief efforts.  Earlier this year, two
of the mobile communications units were positioned at the Fort
Hood Army base in Texas and Fort Carson Army base in Colorado to
provide troops the opportunity to call home before being deployed
to Iraq.

                     About G2 Satellite Solutions

G2 Satellite Solutions is an independent and wholly owned
subsidiary of PanAmSat Corporation, one of the world's premiere
satellite operators.  Built upon legacy capabilities, G2 is the
leading provider of integrated, secure, reliable satellite
communications (SATCOM) services to the U.S. Government and its
respective agencies -- both domestically and abroad.  Underscoring
its market leading position are the company's customers, which
include the U.S. Army, U.S. Navy, U.S. Air Force, Internal Revenue
Service (IRS), Social Security Administration (SSA),
Transportation Security Administration (TSA) and others.  G2 also
serves clients through contracts with integrators such as Lockheed
Martin and Boeing.  For more information, visit the company's Web
site at http://www.g2sat.com/

                          About PanAmSat

Through its owned and operated fleet of 24 satellites, PanAmSat is
a leading global provider of video, broadcasting and network
distribution and delivery services.  In total, the Company's in-
orbit fleet is capable of reaching over 98 percent of the world's
population through cable television systems, broadcast affiliates,
direct-to-home operators, Internet service providers and
telecommunications companies.  In addition, PanAmSat supports the
largest concentration of satellite-based business networks in the
U.S., as well as specialized communications services in remote
areas throughout the world.   For more information, visit the
Company's Web site at http://www.panamsat.com

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (Worldcom Bankruptcy News,
Issue No. 67; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MILLPORT, ALABAMA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Millport, Alabama
        P.O. Box 365
        Millport, Alabama 35576

Bankruptcy Case No.: 04-73885

Type of Business: The Debtor is organized and established as
                  the Town of Millport, Alabama by the State of
                  Alabama, and is a duly incorporated public
                  corporation under the constitution and laws of
                  the State of Alabama.

Chapter 9 Petition Date: December 14, 2004

Court: Northern District Of Alabama (Tuscaloosa)

Debtor's Counsel: Robert L. Shields, III, Esq.
                  The Shields Law Firm
                  2025 Third Avenue North, Suite 301
                  Birmingham, AL 35203
                  Tel: 205-323-0010

Estimated Assets: Unstated

Estimated Debts: Unstated

Debtor's 20 Largest Unsecured Creditors:

Entity                               Claim Amount
------                               ------------
USDA Service Center                    $2,010,000
Rural Development Area Office
3831 Palisades Drive, Suite B
Tuscaloosa, AL 35405

SouthTrust Bank                          $820,000
Paying Agent for 2003 Warrants
P.O. Box 2554
Birmingham, AL 35290

SouthTrust Bank                          $435,000
Paying Agent for 1999 Warrants
P.O. Box 2554
Birmingham, AL 35290

CFM Layton, Inc.                         $102,804

Waste Management of AL-Vernon             $48,127

Mrs. Lynette Ogden                        $20,000

Alabama Contract Sales                    $14,784

Regions Bank                               $9,403

Yeager and Christian                       $7,950

State of AL Surplus Property Division      $6,827

Industrial Chemicals                       $6,327

Alabama Power                              $6,226

Lamar County Commission                    $2,785

Election Systems & Software                $2,083

Gall's                                     $1,577

Precision Communication                    $1,417

Northwest Regional Library                   $805

Frontier Comm. of Lamar County               $699

Wright Express                               $651

Perma Corporation                            $258


MIRANT: Stands Firm Against Out-of-Market Payments to Pepco
-----------------------------------------------------------
Mirant (Pink Sheets: MIRKQ) reiterated that it would not make its
out-of-market payments to Pepco unless ordered to do so by the
Bankruptcy Court or the District Court.  Further, Mirant sought to
rectify a misperception by stating that no court has ordered it to
continue with these payments under its back- to-back agreement
with Pepco.

On Dec. 15, Judge Michael Lynn, U.S. Bankruptcy Court for the
Northern District of Texas, Fort Worth Division, denied a motion
by Pepco that sought to order Mirant to continue making its out-
of-market payments under the agreement.  The Judge stated that he
would revisit the issue in coming weeks.

Mirant believes that its actions are in line with its fiduciary
responsibility under bankruptcy law to protect the value of its
estate.  From July 2003 to October 2004, Mirant paid Pepco
approximately $370 million for power under the agreement -- an
amount significantly higher than market rates.

The company notes that its non-payment has no effect on the
delivery of power to Pepco's customers.

On Dec. 15, Judge Lynn also approved a 30-day extension to
Mirant's period of exclusivity.  The company's current period of
exclusivity was set to expire Dec. 31, 2004.  The extension runs
until Jan. 31, 2005.

The period of exclusivity grants Mirant the sole right to file a
plan of reorganization that sets out how the claims of each class
of creditors and interest holders will be settled in its Chapter
11 case.

The extension was supported by Mirant's bankruptcy committees and
enables the company to continue important discussions on the plan
with those committees.

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


MULLIGAN MEDICAL: List of 2 Largest Unsecured Creditors
-------------------------------------------------------
Mulligan Medical Consultants, LLC released a list of its 2 Largest
Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
Barry J. Goldberg             Services rendered          $41,035
152 Memorial Drive, #3606
Houston, TX 77079

Jones & Carter Inc.           Survey services            $14,000
6335 Gultfon, Suite 100
Houston, TX 77081

Headquartered in Houston, Texas, Mulligan Medical Consultants,
LLC filed for chapter 11 protection (Bankr. D. Ariz. Case No.
04-47506) on December 7, 2004.  Lawrence J. Maun, Esq., at
Lawrence J. Maun PC, represents the Company in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed assets of $3,900,000 and debts of $2,660,035.


MURRAY INC: Court Okays Ordinary Course Professional Employment
---------------------------------------------------------------
The Honorable Marian F. Harrison of the U.S. Bankruptcy Court for
the Middle District of Tennessee, Nashville Division, gave her
stamp of approval to Murray, Inc.'s motion to continue retaining
and employing professionals it turns to in the ordinary course of
its business without bringing formal employment applications to
the Court every time.

In the day-to-day performance of its duties, the Debtor regularly
calls upon various professionals, including attorneys,
accountants, actuaries and consultants carrying out their assigned
responsibilities.

Because of the nature of the Debtor's business, it would be
costly, time-consuming and administratively cumbersome to require
each Ordinary Course Professional to file and prosecute separate
employment and compensation applications.  The Debtor submits that
the uninterrupted service of the Ordinary Course Professionals is
vital to its ability to reorganize.

The Debtor assures the Court that no payment to an ordinary course
professional will exceed $25,000 per month during the duration of
this case.

Although some of these Ordinary Course Professionals may hold
minor amounts of unsecured claims, the Debtor does not believe
that any of them have an interest materially adverse to the
Debtor, its creditors or other parties in interest.

Headquartered in Brentwood, Tennessee, Murray, Inc. --
http://www.murray.com/-- manufactures lawn tractors, mowers,
snowthrowers, chipper shredders, and karts.  The Company filed for
chapter 11 protection on Nov. 8, 2004 (Bankr. M.D. Tenn. Case No.
04-13611).  Paul G. Jennings, Esq., at Bass, Berry & Sims PLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated more
than $100 million in total debts and assets.


MURRAY INC: Has Until April 7 to Make Lease-Related Decisions
-------------------------------------------------------------
Murray, Inc., sought and obtained permission from the U.S.
Bankruptcy Court for the Middle District of Tennessee, Nashville
Division, to extend its time to decide until April 7, 2005,
whether to assume, assume and assign, or reject unexpired leases
of non-residential real property pursuant to Section 365(d)(4) of
the Bankruptcy Code.

The Debtor submits that these leases are integral in the
reorganization of its estate.  According to the Debtor, its
management and professionals' efforts have been focused with the
continued operation of the estate and the complex task of
negotiating a term for postpetition financing.

The Debtor also spends substantial time actively exploring
strategic transaction alternatives through the sale of the company
assets.  Until such time as this strategy has been fully
developed, it will be imprudent for the Debtor to make any
decisions regarding the assumption or rejection of these unexpired
leases.

The Court is assured that the Debtor is current on all of its
lease obligations and the extension will not prejudice any of the
creditors.

Headquartered in Brentwood, Tennessee, Murray, Inc. --
http://www.murray.com/-- manufactures lawn tractors, mowers,
snowthrowers, chipper shredders, and karts. The Company filed for
chapter 11 protection on Nov. 8, 2004 (Bankr. M.D. Tenn. Case No.
04-13611). Paul G. Jennings, Esq., at Bass, Berry & Sims PLC,
represents the Debtor in its restructuring efforts. When the
Debtor filed for protection from its creditors, it estimated more
than $100 million in total debts and assets.


NASH FINCH: Fitch Withdraws 'B' Rating on $165 Million Notes
------------------------------------------------------------
Fitch Ratings has withdrawn the 'B' rating on Nash Finch Company's
$165 million 8.5% senior subordinated notes due 2008. This issue
has been fully repaid with proceeds from Nash Finch's new bank
credit facility completed on Nov. 12, 2004.

With the company's new capital structure consisting of bank debt
and capital leases, Fitch is also withdrawing its secured bank
rating of 'BB-'.


NATIONAL ENERGY: Abandoning Three Development Projects ASAP
-----------------------------------------------------------
National Energy & Gas Transmission, Inc. (NEGT) will terminate all
development and construction-related activity and abandon its
interest in three development projects, effective immediately.

All contracts related to the development, construction or
operation of these projects will be terminated.  Also, all project
permits and approvals will be surrendered and released, as well as
all associated rights and privileges obtained as a result of
holding these permits and approvals.

The projects, which various NEGT wholly-owned, indirect
subsidiaries had developed, in some cases began construction and
pursued sales for, include:

   -- Mantua Creek, West Deptford, N.J.;
   -- Meadow Valley, Moapa, Nev.; and
   -- Umatilla, Umatilla County, Oregon.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on
July 8, 2003 (Bankr. D. Md. Case No. 03-30459). Matthew A.
Feldman, Esq., Shelley C. Chapman, Esq., and Carollynn H.G.
Callari, Esq., at Willkie Farr & Gallagher, and Paul M. Nussbaum,
Esq., and Martin T. Fletcher, Esq., at Whiteford, Taylor &
Preston, L.L.P., represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $7,613,000,000 in assets and $9,062,000,000
in debts.  NEGT received bankruptcy court approval of its
reorganization plan in May 2004, and that plan took effect on
Oct. 29, 2004.


NOMURA ASSET: Fitch Puts Low-B Ratings on Four Mortgage Securities
------------------------------------------------------------------
Fitch Ratings has upgraded 11 and affirmed 17 classes of Nomura
Asset Acceptance Corp., mortgage pass-through securities:

     Nomura Asset Acceptance Corp., series 1994-1:

          -- Class A affirmed at 'AAA';

     Nomura Asset Acceptance Corp., series 1994-2 Group 1:

          -- Class 1M1 upgraded to 'AAA' from 'AA';
          -- Class 1M2 affirmed at 'A';
          -- Class 1M3 affirmed at 'BB';

     Nomura Asset Acceptance Corp., series 1994-2 Group 2:

          -- Class 2A affirmed at 'AAA';
          -- Class 2M1 upgraded to 'AAA' from 'AA';
          -- Class 2M2 upgraded to 'AA' from 'A';

     Nomura Asset Acceptance Corp., series 1994-3:

          -- Class A affirmed at 'AAA';
          -- Class M3 upgraded to 'A' from 'BBB';

     Nomura Asset Acceptance Corp., series 2003-A1:

          -- Class A affirmed at 'AAA';
          -- Class M upgraded to 'AAA' from 'AA';
          -- Class B1 upgraded to 'AA' from 'A';
          -- Class B2 upgraded to 'A' from 'BBB';
          -- Class B3 upgraded to 'BBB' from 'BB';
          -- Class B4 upgraded to 'BB' from 'B';

     Nomura Asset Acceptance Corp., series 2003-A2:

          -- Class A affirmed at 'AAA';
          -- Class M1 upgraded to 'AAA' from 'AA+';
          -- Class M2 upgraded to 'AA+' from 'AA';
          -- Class B1 affirmed at 'A';
          -- Class B2 affirmed at 'BBB+';
          -- Class B3 affirmed at 'BBB;
          -- Class B4 affirmed at 'BBB-';
          -- Class B5 affirmed at 'BB';
          -- Class B6 affirmed at 'B';

     Nomura Asset Acceptance Corp., series 2003-A3:

          -- Class A affirmed at 'AAA';
          -- Class M1 affirmed at 'AA';
          -- Class M2 affirmed at 'A';
          -- Class B1 affirmed at 'BBB'.

The upgrades, affecting approximately $31 million of the
outstanding certificates, are being taken as a result of low
delinquencies and losses, as well as increased credit support
levels.  The affirmations, affecting approximately $249 million of
the outstanding certificates, reflect credit enhancement
consistent with future loss expectations.

Above deals have pool factors (i.e. current mortgage loans
outstanding as a percentage of the initial pool) ranging from 2%
to 60% and have 15- to 30-year fixed-rate mortgages as collateral.


NORCROSS SAFETY: S&P Rates Proposed $100M Senior Notes at 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B+' corporate credit rating, on Oak Brook, Illinois-based
Norcross Safety Products LLC and assigned its 'B+' corporate
credit rating to NSP Holdings, LLC, the parent company of
Norcross.  At the same time, Standard & Poor's assigned its 'B-'
debt rating to the proposed $100 million senior fixed-rate, pay-
in-kind -- PIK -- notes due in January 2012 to be issued by NSP
Holdings, LLC.  Standard & Poor's revised the outlook to negative.

"The outlook revision reflects the higher leverage that will
result from additional debt at the parent holding company to fund
a $60 million cash distribution to its preferred stockholders.
About $40 million of the $100 million notes will be held at the
issuer," said Standard & Poor's credit analyst John Sico.  "We
expect that these funds will be used to make "tuck-in"
acquisitions.  The rating incorporates the assumption that the
cash on the balance sheet will be maintained or will be reinvested
in the business.  Any additional distribution to preferred
shareholders would likely result in a downgrade."

Pro forma at Sept. 30, 2004, for the transaction, Norcross will
have about $360 million of balance sheet debt and total debt to
EBITDA of about 5.7x for the trailing 12 months.  The transaction
is expected to close within the next several weeks.  Norcross'
existing senior secured credit facility and senior subordinated
debt both mature before the 2012 maturity date of the proposed PIK
notes, which will accrete to about $197 million aggregate
principal amount in five years and begin cash interest payments in
2010.  Norcross, the only asset held by the holding company, is
not a guarantor of the proposed PIK notes.

Norcross offers branded and patented products that provide the
high level of protection critical to life-threatening occupations
in the high-voltage electricity and firefighting areas.  It has
niche positions in respiratory, hand, and footwear devices and a
diverse portfolio.  The safety business is driven by U.S.
Occupational Safety & Health Administration requirements and the
aversion to litigation.  Currently, Norcross' products have good
opportunity because of the heightened emphasis on domestic safety
preparedness.

As with most industrial companies, an increasing number of
asbestos and silicosis claims are being filed against Norcross.
Its previous owner indemnifies Norcross, and the claims payments
have been negligible.   Standard & Poor's will continue to monitor
any developments.


NORTHERN KENTUCKY: Florence Freedom Baseball Team Sold for $3MM
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
approved the sale of the troubled Florence Freedom minor league
baseball franchise to Canterbury Baseball, LLC -- an investor
group headed by Clint Brown, a retired Edgewood, Ky., business
executive -- for approximately $3 million.  Canterbury purchased
substantially all of the Debtor's assets and assumed some stadium
construction and other contracts.   A copy of the Asset Purchase
Agreement between Canterbury and the Debtor is available at no
charge at http://bankrupt.com/misc/04-22256-0087-A.pdf

The Associated Press reports that Mr. Brown, who retired after
founding, building and selling Alliance Research Inc., has already
been approved as a Frontier League owner and the team will play
next spring.  The sale proceeds, the AP adds, will pay the
Debtor's contractors, owed $3.8 million, about half of what
they're owed.

Headquartered in North Bend, Ohio, Northern Kentucky Professional
Baseball, LLC, operates a professional baseball club. The company
filed for chapter 11 protection on September 3, 2004 (Bankr. E.D.
Ky. Case No. 04-22256). John A. Schuh, Esq., at Schuh & Goldberg,
LLP, represents the Debtor in its restructuring, and Richard G.
Hardy, Esq., and Reuel D. Ash, Esq., at Ulmer & Berne LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for protection from its creditors, it listed
$9,353,870 in total assets and $9,485,394 in total debts.  At
the time of the filing, federal officials were investigating
loans secured by former managing partner Chuck Hildebrant to
build the team's ballpark.


NORTHERN KENTUCKY: Judge Howard Approves Disclosure Statement
-------------------------------------------------------------
The Honorable William S. Howard of the U.S. Bankruptcy Court for
the Eastern District of Kentucky approved the adequacy of the
Amended Disclosure Statement explaining the Liquidating Plan of
Reorganization filed by Northern Kentucky Professional Baseball,
LLC, on December 16, 2004.

The Plan distributes the $3 million paid into the estate
Canterbury Baseball, LLC -- an investor group headed by Clint
Brown, a retired Edgewood, Ky., business executive -- to creditors
and interest holders as provided under Section 726 of the
Bankruptcy Code.  The Plan provides for the appointment of an
Estate Representative who will be authorized and empowered to
direct the disposition of all assets and property that may
constitute the Distributable Assets.  The Estate Representative
will assemble and liquidate the Distributable Assets upon the
Effective Date of the Plan and distribute the proceeds to
creditors.

The Plan groups claims and interest into 14 classes and provides
these recoveries:

   a) Class 1 and Class 2 unimpaired claims consisting of the U.S.
      Trustee and Heritage Bank, and Administrative Expense
      Claims, will be paid in full upon the Effective Date of the
      Plan;

   b) Class 3, Class 4, and Class 5 impaired claims consisting of
      Secured Claims, Priority Wage Claims, and Other Priority
      Claims will only be paid in full upon the full payment of
      Class 1 and Class 2 claims holders and only after the
      Effective Date;

   c) Class 6 impaired claims consisting of Allowed Priority Tax
      Claims will be paid equal annual cash payments with an
      annual interest rate of six percent until the 6th anniversary
      of the date of assessment of their claims;

   d) Class 7 and Class 8 impaired claims consisting of the City
      of Florence, Kentucky, and the Mechanic Lien Claimants, will
      not be entitled to any distribution of cash or other value
      under the Plan;

   e) Class 9 impaired claims consisting of the claims held by
      Huntington Bank will be paid in full from the proceeds of
      the proposed sale of the 1987 MCI Coach vehicle it
      repossessed from the Debtor, and from the pre-petition
      account maintained by the Debtor at Huntington Bank;

   f) Class 10 impaired claims consist of the St. Elizabeth
      Medical Center Sub-Lease claims already assumed and assigned
      by the Debtor to the Successful Bidder of the Sale Motion
      approved by the Court, and St. Elizabeth's claim is
      therefore disallowed under the Plan;

   g) Class 11 impaired claims consist of Heritage Bank's
      leasehold improvement loan for the St. Elizabeth Sub-Lease
      that will be fully secured from the Successful Bidder's
      assumption of the leases pursuant to the Sale Motion
      approved by the Court;

   h) Class 12 impaired claims consisting of General Unsecured
      Claims will be paid in cash amount equal to its Pro Rata
      share of the Distributable Assets; and

   i) Class 13 and Class 14 impaired claims consisting of the
      claims of Chuck Hildebrant, Thomas J. Niehaus, Family
      Partnership, More Hits LLC and Triple Play LLC will not
      receive any distribution under the Plan on account of their
      member interests and capital contributions.

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

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

The Court set January 7, 2005, as the deadline by which all
ballots for acceptance or rejection of the Plan must be completed
and delivered to John A. Schuh, Esq., at Schuh & Goldberg, LLP,
the Debtor's Counsel. The Court also set January 7, 2005, as the
deadline by which all objections to the Plan must be filed and
served.

The Court will convene a confirmation hearing to consider the
merits of the Plan at 2:30 p.m., on January 11, 2005.

Headquartered in North Bend, Ohio, Northern Kentucky Professional
Baseball, LLC, operates a professional baseball club. The company
filed for chapter 11 protection on September 3, 2004 (Bankr. E.D.
Ky. Case No. 04-22256).  John A. Schuh, Esq., at Schuh & Goldberg,
LLP, represents the Company in its restructuring efforts. When the
Debtor filed for protection from its creditors, it listed
$9,353,870 in total assets and $9,485,394 in total debts.  At
the time of the filing, federal officials were investigating
loans secured by former managing partner Chuck Hildebrant to
build the team's ballpark.


OCTAGON INVESTMENT: Fitch Lifts Rating of Jr. Sub. Notes to 'BB+'
-----------------------------------------------------------------
Fitch Ratings takes these actions on Octagon Investment Partners
II, LLC due to the redemption of the class A, class B, and 50% of
the class C notes.

This class is affirmed:

     -- $350,000,000 senior secured revolving credit facility at
        'AA'.

These classes are paid in full:

     -- Class A-1 fixed rate senior secured notes;
     -- Class A-2 floating rate senior secured notes;
     -- Class A-3 floating rate senior secured notes;
     -- Class B-1 fixed rate senior subordinated secured notes;
     -- Class B-2 floating rate senior subordinated secured
        notes.

These classes are upgraded:

     -- $17,000,000 Class C-1 fixed rate subordinated secured
        notes upgraded to 'BBB+ from 'BBB';

     -- $15,500,000 Class C-2 floating rate subordinated secured
        notes upgraded to 'BBB+' from 'BBB';

     -- $14,500,000 Class D-1 fixed rate junior subordinated
        secured notes upgraded to 'BB+ from 'BB';

     -- $15,500,000 Class D-2 floating rate junior subordinated
        secured notes upgraded to 'BB+ from 'BB''.

Octagon Investment Partners II, LLC is a market value
collateralized debt obligation -- CDO -- that closed on May 20,
1999.  The fund is managed by JPMP Investment Manager, LLC, an
affiliate of JP Morgan Partners.  The loan and bond portion of the
portfolio is managed by Octagon Credit Investors, LLC.  At
inception, the investment manager targeted a portfolio of 50% bank
loans, 25% high yield bonds, 12.5% mezzanine debt, and 12.5% of
private equity.

As of today, Dec. 16, 2004, the class A senior secured notes, the
class B senior subordinated secured notes, and 50% of the class C
subordinated secured notes are redeemed at par.  Octagon II used
the $350 million revolver to redeem the notes.

Since Nov. 6, 2003, the collateral has continued to improve.  The
class A, class B, class C, and class D overcollateralization -- OC
-- ratios have all increased from 149.2%, 131.5%, 120.7%, and
116.9% to 214.4%, 167.8%, 141.4%, and 132.9% as of the most recent
trustee report dated Nov. 18, 2004.  Fitch performed market value
analysis on the deal using predetermined advance rates in order to
determine the OC levels both before and after the Dec. 16, 2004,
payment date.

As a result of this analysis, Fitch has determined that the
ratings assigned to the senior revolving credit facility still
reflect the current risk to noteholders, while the class C-1, C-2,
D-1, and D-2 notes no longer reflect the current risk to
noteholders and has subsequently improved.

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

For more information on the Fitch VECTOR Model, see 'Global Rating
Criteria for Collateralized Debt Obligations,' dated Sept. 13,
2004, available on Fitch's web site.


OWENS-ILLINOIS: 68% of Noteholders Agree to Amend 7.15% Indenture
-----------------------------------------------------------------
Owens-Illinois, Inc. (NYSE: OI) reported the results of its cash
tender offer and consent solicitation for all of its 7.15% Senior
Notes due 2005 pursuant to its tender offer for such securities
which expired Tuesday, Dec. 14, 2004, at 12:01 a.m., New York City
time.  Owens-Illinois received tenders from holders of
approximately 67.9% of the 7.15% Notes subject to the tender offer
and has accepted these notes for purchase.

In connection with the tender offer, Owens-Illinois solicited and
received the requisite consents from holders of the 7.15% Notes to
proposed amendments to the 7.15% Notes and the indenture related
thereto and on Dec. 1, 2004 amended the 7.15% Notes and the
indenture related thereto.  The amendments eliminated
substantially all of the restrictive covenants and certain events
of default contained in the 7.15% Notes and the indenture related
thereto.

BSN Glasspack S.A., an indirect wholly-owned subsidiary of Owens-
Illinois, disclosed the results of its cash tender offer and
consent solicitation for all of the 10-1/4% Senior Subordinated
Notes due 2009 of BSN Financing Co. S.A. and the 9-1/4% Senior
Subordinated Notes due 2009 of BSN Glasspack Obligation S.A.
pursuant to its tender offer for such securities which expired
Tuesday, Dec. 14, 2004, at 9:00 a.m., London time.  BSN received
tenders from holders of approximately 90.9% of the 10-1/4% Notes
and approximately 99.7% of the 9-1/4% Notes subject to the tender
offer and has accepted these notes for purchase.

In connection with the tender offer, BSN solicited and received
the requisite consents from holders of the 10-1/4% Notes to
proposed amendments to the 10-1/4% Notes and the indenture related
thereto and 9-1/4% Notes to proposed amendments to the 9-1/4%
Notes and the indenture related thereto and on December 1, 2004
amended the 10-1/4% Notes and 9-1/4% Notes and the indentures
related to those notes.  The amendments eliminated substantially
all of the restrictive covenants and certain events of default
contained in the 10-1/4% Notes and 9-1/4% Notes and the indentures
related to those notes.

                        About the Company

Owens-Illinois retained Goldman, Sachs & Co. and BNP Paribas
Securities Corp. as the Dealer Managers in connection with the
Owens-Illinois offer and the BSN offers and retained Global
Bondholder Services Corporation as information agent and tender
agent in connection with the Owens-Illinois offer and Lucid Issuer
Services Ltd. as information agent and tender agent in connection
with the BSN offers.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2004,
Fitch Ratings affirmed the ratings for Owens-Illinois (NYSE: OI)
as follows:

   -- Senior secured credit facilities at 'B+';
   -- Senior secured notes at 'B';
   -- Senior unsecured notes at 'CCC+';
   -- Convertible preferred stock at 'CCC'.

The Rating Outlook is Stable.


PACKAGING: Moody's Holds Low-B Ratings & Says Outlook is Stable
---------------------------------------------------------------
Moody's Investors Service affirmed Packaging Corporation of
America's senior implied, issuer and senior unsecured ratings at
Ba1.  The outlook remains unchanged and is stable.

Ratings Affirmed:

   * Outlook: Stable
   * Senior Implied: Ba1
   * Senior Unsecured Bank Facility: Ba1
   * Senior Unsecured: Ba1
   * Issuer Rating: Ba1

Packaging Corporation's Ba1 senior implied rating is supported by
its good track record of profitability, debt reduction and
historically strong credit protection metrics.  Packaging
Corporation has consistently been one of North America's lowest
cost containerboard produces.  This results from a good energy
supply mix with relatively moderate exposure to fossil fuels, good
fiber mix with little exposure to recycled inputs, good forward
integration into converting operations and good backwards
integration into pulp.  The ratings also reflect, however,
Packaging Corporation's high concentration in containerboard, a
commodity with relatively volatile pricing.  Accordingly, small
changes in pricing result in large changes in earnings, cash
generation, and debt protection measurements.  Expectations are
for relatively strong commodity pricing over the next several
quarters.  However, the over-hang of excess capacity together with
macroeconomic risks to the U.S. economy may limit the magnitude
and duration of commodity price appreciation and margin expansion.
This concern is exacerbated by the ongoing displacement of North
American manufacturing activity by Asian and other foreign
competitors that potentially reduces the size of Packaging
Corporation's effective market.  Along with systemic supply/demand
issues, Packaging Corporation and other containerboard
manufacturers are vulnerable to continued margin pressure from
input costs from increasing fiber, chemicals and energy prices.
Owing to these factors and, as well, increased benefits expenses,
Packaging Corporation's cost advantage relative to other
containerboard manufacturers has been significantly eroded in
recent quarters.  As a relatively modest company that has already
monetized the majority of its timberland assets, Packaging
Corporation does not have the same degree of operational and
financial flexibility to further reconfigure its operations that a
more substantial company would have.  The ratings are also
constrained by the significant (40%) ownership position of Madison
Dearborn Partners -- MDP.

Packaging Corporation has good liquidity.  The company maintains a
$100 million revolver that is largely un-drawn (nil outstanding,
other than $20 million of letters of credit), and a $150 million
receivables credit facility that is generally more fully utilized
($109 million at Q-3).  The bank facility matures in July 2008.
The company was easily in compliance with its financial covenants;
no near term compliance issues are expected. The receivables
facility matures in October of 2006.

While Moody's has concerns about the long term North American
supply and demand balance for containerboard having an adverse
affect on the financial performance of containerboard makers,
Packaging Corporation's capital and debt structure should allow it
to generate average through-the-cycle credit protection measures
commensurate with its rating.  Accordingly, with there being a
balance of factors that could affect the rating, the outlook
remains stable.

Either or both of the outlook and the ratings could be upgraded
if:

   (1) Moody's expectations of average through-the-cycle RCF/TD
       and FCF/TD were well in excess of 20% and 10% respectively;

   (2) the company maintains good liquidity arrangements; and

   (3) there was certainty that MDP's exit would not adversely
       affect PCA's capital structure.

Alternatively, the rating could be downgraded if:

   (1) market or other developments (including a material debt-
       financed acquisition, significant capital distribution or a
       leveraged ownership transition) caused Moody's estimates of
       average through-the-cycle RCF/TD and FCF/TD to be
       significantly below 20% and 10% respectively; or

   (2) there were a significant deterioration in liquidity
       arrangements.

Headquartered in Deerfield, Illinois, PCA is the sixth largest
producer/converter of containerboard in North America.  The
company's shares trade on the New York Stock Exchange under the
symbol "PKG".


PEGASUS SATELLITE: Exclusive Period Extended Until Dec. 31
----------------------------------------------------------
Judge Haines awarded Pegasus Satellite Communications, Inc., an
extension of its exclusive period within which to file a plan of
reorganization to and including December 31, 2004.  The Debtors'
Exclusive Period to solicit acceptances of that plan is extended
to and including February 28, 2005.

On December 31, 2004, the Exclusive Filing Period will
automatically be extended to and including January 31, 2005, and
the Exclusive Solicitation Period will automatically be extended
to and including March 31, 2005, unless the Official Committee of
Unsecured Creditors or Davidson Kempner Partners notifies the
Debtors in writing by December 21, 2004, that they oppose the
further extension of the Exclusive Periods.  In that case, the
Committee or DK Partners will have until January 5, 2005, to file
an objection to the Motion and a further hearing will be held on
the Motion on January 10, 2005.

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)


RCN CORP: Creditors Committee to Retain Capital & Technology
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approves, in part, the Official Committee of Unsecured Creditors'
request to amend the terms of Capital & Technology Advisors, LLC's
retention.  In addition to the services originally performed by
C&TA, the firm will:

   (a) review and analyze all of the Debtors' subscription and
       television programming agreements and rights, channel
       line-ups and tiers, and advise the Committee with respect
       to the agreements; and

   (b) assist the Committee in making recommendations to the
       Debtors with respect to the Debtors' subscription and
       television channel line-ups and tiers.

The terms of C&TA's compensation is amended.  The firm will
receive an $180,000 monthly fee effective November 1, 2004.

C&TA's rights to seek payment of a success fee as agreed upon
with the Committee are reserved.

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


RELIANCE GROUP: Citicorp Objects to Liquidator's Claim Treatment
----------------------------------------------------------------
Reliance Insurance Company leased all or portions of the 7th,
8th, 9th and 19th floors of a high rise office building located
at 77 Water Street, in New York City from Citicorp North America,
Inc.  For all four floors, RIC paid Citicorp $233,200 per month,
plus certain electricity charges.  Prior to May 2001, RIC vacated
three floors of 77 Water Street and occupied only one floor.

Citicorp filed Claim No. 2025727 against RIC for rent at 77 Water
Street from June 1, 2001, through August 10, 2001, plus interest,
attorney's fees and costs.  Citicorp asserted that its claim is
entitled to administrative priority, above claims of
policyholders.

M. Diane Koken, Insurance Commissioner of Pennsylvania and
Liquidator of Reliance Insurance Company, issued a Notice of
Determination asserting that RIC did not owe the amounts sought
and Citicorp's Claim is not entitled to administrative priority.

On the Liquidator's behalf, Ann B. Laupheimer, Esq., at Blank
Rome, in Philadelphia, Pennsylvania, argued that Citicorp was not
entitled to the amounts asserted.  RIC occupied only one of the
four floors from May 29, 2001, until August 10, 2001, when RIC
vacated 77 Water Street entirely, disavowed the Lease and
returned the space to Citicorp.  The other three floors had been
vacant "for some time."  RIC tried to return the three floors to
Citicorp without success.  RIC made it clear to Citicorp it would
not pay rent or other charges after leaving 77 Water Street.

Ms. Laupheimer asserts that the Citicorp Claim amounts are not
entitled to administrative priority.  Administrative priority is
reserved for the actual, reasonable and necessary costs and
expenses incurred to preserve and protect the assets of the
estate.  Therefore, Citicorp's Claim should be classified as
Priority Level (c), which includes general unsecured creditors.

                   Citicorp Objects to Treatment

Citicorp objects to the Priority Level (c) classification,
asserting that the amounts owed constituted costs and expenses of
administering the RIC estate while in rehabilitation.  Therefore,
Andrew K. Stutzman, Esq., at Stradley, Ronon, Stevens & Young,
counsel for Citicorp, insists that the Claim should be classified
as Priority Level (a).

                       Liquidator Responds

Ms. Laupheimer concedes that if the Court does grant
administrative priority, it should do so for only a portion of
the Claim -- the fair market value of the space RIC actually
occupied from May 29, 2001, to August 10, 2001.  Since RIC was
using only one quarter of the property, one quarter of the rent
may be characterized as an administrative expense, Ms. Laupheimer
says.  Citicorp may have a claim for the remainder of the rent,
but it rises no higher than claims of other creditors in Class
(e).

The Liquidator asks the Commonwealth Court in Pennsylvania to
overrule Citicorp's objection.  To settle the matter, the
Liquidator will amend the Notice of Determination to classify 25%
of the rent and electricity charges sought by Citicorp as
administrative priority.  The remainder of the Claim will be
classified as Class (e).

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)


RMF: $2.9 Million Series 1995-1 Mortgage Cert. Tumbles to 'D'
-------------------------------------------------------------
Fitch Ratings downgrades this class of RMF's commercial mortgage
pass-through certificates, series 1995-1:

     -- $2.9 million class F to 'D' from 'C'.

Additionally, these classes are affirmed by Fitch:

     -- Interest-only classes I-2 and I-3 'AAA';
     -- $3.8 million class D 'BBB';
     -- $10.2 million class E 'B'.

The downgrade reflects the realized losses incurred by class F
following the liquidation of the EHA pool.  Fitch does not expect
the principal loss to be recovered and therefore class F has been
downgraded to 'D'.

As of the December 2004 distribution report, the transaction's
certificate balance declined by approximately 88% to $16.9 million
from $146.1 million at issuance.

Fitch remains concerned with the concentrations within the pool
and a high percentage of specially serviced loans.  Only five
loans remain in the pool; all are secured by healthcare
facilities.  One loan (33%) is currently in special s0ervicing and
is 90 days delinquent.  Interest shortfalls are affecting classes
E and F and it is unclear whether interest shortfalls are
recoverable.

The Indigo Manor loan (33%) has been in special servicing since
February 2000.  The special servicer is evaluating several workout
options including a discounted payoff and a note sale.  Some
losses are likely.


SECOND CHANCE: U.S. Trustee Picks 7-Member Creditors Committee
--------------------------------------------------------------
The United States Trustee for Region 9 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors in
Second Chance Body Armor, Inc.'s chapter 11 case:

   1. Lincoln Fabrics Limited
      Attn: Tim Arnold
      63 Lakeport Road
      St. Catharines, Ontario
      Canada L2N 4P6
      Phone: 905-934-339, Fax: 905-934-9325

   2. Hexcel Reinforcements Corp.
      Attn: Rodney Jenks
      281 Tresser Blvd.
      Stamford, Connecticut 06901
      Phone: 925-551-4900, Fax: 734-623-1625

   3. Barrday Corp & Barrday, Inc.
      Attn: Anne Paling
      75 Moorefield Street
      Cambridge, Ontario NIR SW6
      Canada
      Phone: 519-621-3620, Fax: 519-621-4123

   4. Advantage Label & Packaging, Inc.
      Attn: Tom Long
      3010 Shaffer SE
      Kentwood, Michigan 49512
      Phone: 616-240-6900, Fax: 616-942-6972

   5. Village Press, Inc.
      Attn: J. Scott Lizenby
      2779 Aero Park Drive
      Traverse City, Michigan 49686
      Phone: 231-946-3712, Fax: 231-946-3289

   6. Brookline, Inc.
      Attn: O'Brien Brooks
      P.O. Box 240784
      Charlotte, North Carolina 28224
      Phone: 704-523-3336, Fax: 704-523-1383

   7. W.L. Gore & Associates
      Attn: Cathy J. Testa, Esq.
      551 Paper Mill Road
      Newark, Delaware 19711
      Phone: 302-292-4055, Fax: 302-292-4153

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Based in Central Lake, Michigan, Second Chance Body Armor, Inc. --
http://www.secondchance.com/-- manufactures wearable and soft
concealable body armor.  The Company filed for chapter 11
protection on Oct. 17, 2004 (Bankr. W.D. Mich. Case No. 04-12515).
Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP, represents
the Company in its restructuring.  The company estimates assets
and liabilities of $10 million to $50 million.


SECOND CHANCE: Dickinson Wright Approved as Committee Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan
gave the Official Committee of Unsecured Creditors of Second
Chance Body Armor, Inc., permission to employ Dickinson Wright
PLLC as its counsel.

Dickinson Wright will:

   a) advise the Committee with respect to its rights, duties and
      powers in the Debtor's chapter 11 case;

   b) assist and advise the Committee in its consultations with
      the Debtor related to the administration of its chapter 11
      case;

   c) assist the Committee in analyzing the claims of the Debtor's
      creditors and its capital structure and negotiate with
      holders of claims and equity interests;

   d) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtor and the operation of its business;

   e) assist the Committee in its analysis and negotiations with
      the Debtor and other third parties concerning matters
      related to:

       (i) the assumption and rejection of certain leases of
           nonresidential real property and executory contracts,
           and

      (ii) asset dispositions and financing for transactions
           related to a plan of reorganization and its
           accompanying disclosure statement;

   f) assist and advise the Committee in its communications to
      the general creditor body regarding significant matters in
      the Debtor' chapter 11 case;

   g) represent the Committee at all Court hearings and
      proceedings and in preparing pleadings and applications as
      may be necessary to protect the Committee's interests and
      objectives;

   h) review and analyze applications, orders, statements of
      operations and schedules filed with the Court and advise the
      Committee as to the propriety of those documents;

   i) prepare, on behalf of the Committee, any pleadings,
      including motions, memoranda, complaints, adversary
      complaints, objections and comments; and

   j) perform other legal services as may be required in the
      interests of the Committee in accordance with its powers and
      duties in the Bankruptcy Code.

Daniel F. Gosch, Esq., a Member at Dickinson Wright, is the lead
attorney for the Committee.  Mr. Gosch will charge at $325 per
hour.

Mr. Gosch reports Dickinson Wright's professionals bill:

    Professional        Designation     Hourly Rate
    ------------        -----------     -----------
    Michael C. Hammer   Member             $305
    Kristi A. Katsma    Counsel             254

Mr. Gosch reports Dickinson Wright's other professionals bill:

    Designation         Hourly Rate
    -----------         -----------
    Members             $250 - 450
    Associates/Counsel   135 - 245
    Paraprofessionals    100 - 150

Dickinson Wright assures the Court that it does not represent any
interest adverse to the Debtors or its estate.

Based in Central Lake, Michigan, Second Chance Body Armor, Inc. --
http://www.secondchance.com/-- manufactures wearable and soft
concealable body armor.  The Company filed for chapter 11
protection on Oct. 17, 2004 (Bankr. W.D. Mich. Case No. 04-12515).
Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP, represents
the Company in its restructuring.  The company estimates assets
and liabilities of $10 million to $50 million.


SETO HOLDINGS: Slamdance Media Issues Notice of Default
-------------------------------------------------------
SETO Holdings, Inc. (OTCBB:SETO.OB) said it received a letter from
counsel to Slamdance Media Group LLC claiming that SETO had
breached the provisions of a July 5, 2004 agreement requiring SETO
to pay an aggregate of $150,000 to Slamdance at the rate of
$50,000 on each of Oct. 15, Nov. 15 and Dec. 15, 2004 (the fourth
and final $50,000 installment being due on January 15, 2005).
Slamdance also stated that under the agreement SETO's ownership
interest in Slamdance does not vest at all unless and until SETO
pays in full its $500,000 investment obligation, of which SETO has
paid $300,000 to date; therefore Slamdance maintains that SETO
currently has no ownership interest in Slamdance.  SETO, which
currently does not have the ability to make any such payments due
to the recent reduction of its line of credit, believes it was
legally justified in not making these payments, and SETO intends
to vigorously defend itself.

Statements contained in this Release which are not historical
facts are forward looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, that involve
risks and uncertainties that could cause actual results to differ
from projected results.  Factors that could cause actual results
to differ materially include risk factors detailed in the
Company's Securities and Exchange Commission filings.

                     About SETO Holdings, Inc.

Founded in 1975, SETO Holdings, Inc., operates as a broad based
technical manufacturer and distributor in three major product
groupings: Technical Products to industry, inclusive of diamond
tools and wafer fab supplies; Technical Ceramics; and Safety
Products.  For additional information, visit the Company's web
sites at http://www.SETOHOLDINGS.com/http://www.stidiamond.com/
and http://www.ecsceramics.com/


SENIOR LIVING: Zurich Settles All Claims for $47.5 Million
----------------------------------------------------------
ZC Specialty Insurance Company (ZCSIC), a US subsidiary of Zurich
Financial Services Group, reached a comprehensive settlement with
the Trustee for the Senior Living Properties Trust resolving all
pending litigation between the parties arising from the bankruptcy
of the Senior Living Properties nursing home chain
operating in Texas and Illinois.  The settlement agreement is
subject to approval by the U.S. Bankruptcy Court for the Northern
District of Texas.

The $47.5 million settlement results in a complete resolution of
all claims against ZCSIC and its affiliates relating to SLP.  In
particular, it resolves a lawsuit against ZCSIC seeking damages of
approximately $421 million, which were later increased to $528
million plus costs and more than $200 million in contingent
attorney fees.

On April 22, 2004, the US Bankruptcy Court for the Northern
District of Texas held that ZCSIC was a de facto partner in SLP's
nursing home business, and, therefore, liable for SLP's unpaid
debts.  ZCSIC appealed the Bankruptcy Court's decision to the U.S.
District Court for the Northern District of Texas.  The appeal is
pending, but will be dismissed as moot under the settlement
agreement.

Following the April 22 decision, the Trustee filed a complaint
against ZCSIC seeking damages of approximately $421 million, which
were later increased to $528 million plus costs and more than $200
million in contingent attorney fees.  Even though ZCSIC believes
that the decision of the Bankruptcy Court would eventually be
reversed on appeal, it has agreed to pay $47.5 million to resolve
all claims now.

In settling the case, ZCSIC does not admit liability. The
settlement agreement provides that the Trustee will release ZCSIC
and its affiliates from all claims arising out of or related to
SLP and its nursing home business.  In addition, the settlement
provides for the Bankruptcy Court to enter a permanent injunction
barring all creditors and parties in interest from suing ZCSIC and
its affiliates for any alleged debts resulting from a de facto
partnership with SLP.

The settlement is beneficial to ZCSIC because it limits the
Company's exposure, will minimize additional litigation costs, and
puts an end to the diversion of its personnel and resources.
Zurich believes this settlement is a favorable outcome for ZCSIC
and its affiliates.

Zurich Financial Services is an insurance-based financial services
provider with a global network that focuses its activities on its
key markets in North America and Europe.  Founded in 1872, Zurich
is headquartered in Zurich, Switzerland.  Zurich has offices in
more than 50 countries and employs about 62,000 people.

Senior Living Properties, LLC's, with its principal offices in
Carmel, Indiana, was formed in 1998 and currently operates 48
skilled nursing and assisted living facilities in Texas and 24
skilled nursing facilities in Illinois.  Like many other health
care facility operators, SLP was adversely affected by changes in
Medicare and Medicaid reimbursement, imposition of regulatory
penalties and personal injury litigation.  As a result, SLP filed
for protection in the U.S. Bankruptcy Court on May 14, 2002.
SLP's confirmed chapter 11 plan was declared effective on November
19, 2003, completing the Company's emergence from bankruptcy.


SKYLINE WOODS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Skyline Woods Country Club, LLC
        P.O. Box 725
        2410 South 217th Street
        Elkhorn, Nebraska 68022

Bankruptcy Case No.: 04-84218

Type of Business: The Debtor operates a golf course.

Chapter 11 Petition Date: December 15, 2004

Court: District of Nebraska (Omaha Office)

Judge: Timothy J. Mahoney

Debtor's Counsel: Michael C. Washburn, Esq.
                  11815 M Street, Suite 202
                  Omaha, NE 68137
                  Tel: 402-502-1832
                  Fax: 402-502-2630

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Premium Assignment                          $16,197
[address not provided]

Van-Wall Group                              $10,772
P.O. Box 575
Perry, IA 50220

Sargent Drilling                             $4,760
P.O. Box 367
Geneva, NE 68361

O.P.P.D.                                     $4,498

Mizuno USA Inc. (Golf)                       $3,741

Floratine Midwest                            $3,545

Freedom Pump                                 $2,623

Miller Golf                                  $2,357

Tchama                                       $2,096

Aramark Uniform Service                      $1,845

Utilicorp. United                            $1,234

Zep Manufacturing                            $1,093

A/C Security                                   $938

Superior Spa & Pool                            $901

Nebraska Golf Association                      $816

Waste Connections                              $510

American Dry Goods                             $466

M & M Portables                                $432

Sabona                                         $385

JMK Sports, Inc.                               $320


TEV INVESTMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Lead Debtor: TEV Investment Properties, LLC
             P.O. Box 9120
             Columbus, Mississippi 39705

Bankruptcy Case No.: 04-17998

Chapter 11 Petition Date: December 16, 2004

Court: Northern District of Mississippi (Aberdeen)

Judge: David W. Houston III

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


TROPICAL SPORTSWEAR: Bankruptcy Filing Cue S&P to Cut Rating to D
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Tampa,
Florida-based apparel manufacturer Tropical Sportswear
International Corp., including its corporate credit rating to 'D'
from 'CCC'.  The rating action follows the company's announcement
that it has filed for voluntary Chapter 11 bankruptcy protection.

Tropical Sportswear is a designer, producer and marketer of
branded and private label apparel.


TROPICAL SPORTSWEAR: Moody's Junks Ratings After Bankruptcy Filing
------------------------------------------------------------------
Moody's Investors Service downgraded the senior implied and the
issuer ratings of Tropical Sportswear International Corporation to
Caa3 from Caa1 and Caa2, respectively, and affirmed the Ca rating
on the company's senior subordinated debt.  The outlook remains
negative.

The ratings reflect Tropical Sportswear's filing for Chapter 11
bankruptcy announced today and the high loss content expected on
the debt in a restructuring.  Moody's notes that the company has
entered into an asset purchase agreement with Perry Ellis
International, Inc., and that it has received debtor-in-possession
financing from The CIT Group and Fleet Capital.

These ratings were affected:

   * Senior implied rating downgraded to Caa3 from Caa1;

   * Senior unsecured issuer rating downgraded to Caa3 from Caa2;

   * $100 million issue of 11% guaranteed senior subordinated
     notes due 2008, affirmed at Ca.

The rating outlook is negative.

Tropical Sportswear International Corporation is a designer and
marketer of branded and retailer private branded apparel products
that are sold to major retailers in all levels and channels of
distribution.  Primary product lines feature casual and dress-
casual pants, shorts, denim jeans, and woven and knit shirts.
Major owned brands include Savane(R), and Farah(R) and licensed
brands include Bill Blass(R) and Van Heusen(R).  Retailer national
private brands that are produced by TSIC include GeorgeTM and
Member's Mark(R).  TSIC reported sales of approximately
$387 million for the fiscal year ended September 27, 2003.


TRUMP HOTELS: Section 341(a) Meeting Slated for January 5
---------------------------------------------------------
Roberta A. DeAngelis, the Acting United States Trustee for Region
3, will convene a meeting of Trump Hotels and Casino Resorts,
Inc., and its debtor-affiliates' creditors at 10:00 a.m. on
January 5, 2005, at the Office of the United States Trustee
located at One Newark Center, Suite 1401 in Newark, New Jersey.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

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

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., through its subsidiaries, owns and operates four
properties and manages one property under the Trump brand name.
The Company and its debtor-affiliates filed for chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Robert A. Klymman, Esq., Mark A. Broude, Esq.,
John W. Weiss, Esq., at Latham & Watkins, LLP, and Charles
Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N. Stahl,
Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano, P.A.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
more than $500 million in total assets and more than $1 billion in
total debts.


TRUMP HOTELS: Wants to Hire Ernst & Young As Accountants
--------------------------------------------------------
Pursuant to Sections 327(a) and 328(e) of the Bankruptcy Code,
THCR/LP Corporation and its debtor-affiliates seek the authority
of the U.S. Bankruptcy Court for the District of New Jersey to
employ Ernst & Young, LLP, as audit and tax accountants during the
pendency of their bankruptcy cases.

According to Francis X. McCarthy, Jr., THCR/LP Corporation Chief
Financial Officer, the Debtors want to employ Ernst & Young
because of the firm's extensive experience and international
reputation.  Ernst & Young is a leader in providing auditing and
tax accounting services and has extensive experience providing
these services in connection with complex chapter 11 cases.

Ernst & Young will provide:

    A. Accounting and Auditing Services

       (a) Annual audit of the financial statements for the year
           ending December 31, 2004, and for the year ending
           December 31, 2005, of these Debtors:

              * Trump Hotels & Casino Resorts, Inc.;

              * Trump Casino Holdings, LLC;

              * Trump Atlantic City Associates and subsidiaries;

              * Trump Indiana, Inc., filed with the Indiana Gaming
                Commission;

              * Trump Plaza Associates filed with the New Jersey
                Casino Control Commission;

              * Trump Taj Mahal Associates filed with the New
                Jersey Casino Control Commission;

              * Trump Marina Associates, LP filed with the New
                Jersey Casino Control Commission;

       (b) Quarterly reviews of the financial statements of:

              * THCR, Inc.;
              * Trump Casino Holdings; and
              * TAC Associates and subsidiaries;

       (c) Research and consultations with THCR, Inc.'s management
           regarding financial accounting and reporting matters;

       (d) Participation in all scheduled meetings of THCR, Inc.'s
           Audit Committee;

       (e) Preparation of management letter;

       (f) Review in the filing of any bankruptcy-related filings
           and reports;

       (g) Review of the accounting transactions recorded by Trump
           Hotels in connection with the bankruptcy proceedings
           and work associated with the filings with the
           Securities and Exchange Commission to issue and
           register the debt securities anticipated to be issued
           upon completion of the bankruptcy proceedings; and

       (h) Respond to questions from management and review
           information prepared by management regarding their
           process to prepare for management's assessment of
           internal control in accordance with Section 404 of the
           Sarbanes Oxley Act.

    B. Tax Advisory Services

       (a) Assist THCR, Inc., in providing supporting tax
           information to transaction advisors for the
           contemplated restructuring transaction;

       (b) Assistance with ongoing IRS and state audit defense;

       (c) Assistance with IRS information reporting requirements;

       (d) Assistance with analyzing impact of new tax
           legislation; and

       (e) Preparation of the U.S. Federal and State Income Tax
           Returns for THCR, Inc., and related entities for the
           year ended December 31, 2004.

The Debtors will pay Ernst & Young on an hourly basis.  Ernst &
Young's standard hourly rates are:

                               Accounting and
                                  Auditing         Tax Advisory
                               --------------     --------------
    Partners and Principals      $725 - $885        $460 - $760
    Senior Managers              $515 - $745        $400 - $600
    Managers                     $380 - $525        $340 - $450
    Senior                       $270 - $370        $240 - $315
    Staff                        $110 - $260        $180 - $220

It is Ernst & Young's policy to charge its clients for all other
expenses incurred in connection with a client's case.  Normal and
reasonable expenses will include costs directly associated with
the engagement, including travel, accommodations and out-of-town
meals, overnight delivery, database access charges, telephone,
facsimile, postage, printing and duplication.

Mr. McCarthy informs the Court that during the 12 months
immediately preceding the Petition Date, the Debtors paid Ernst &
Young $4,739,325, of which $2,777,897 was paid within the 90 days
immediately preceding the Petition Date.

Ernst & Young Partner Briar R. Ford assures the Court that the
firm has not represented the Debtors, the Debtors' lenders,
creditors or any other parties-in-interest in any matters
relating to the Debtors or their estates.

The firm provided the Court with a list of parties-in-interests
who are involved in actions with the firm or with Ernst & Young
Corporate Finance:

    (1) Houlihan Lokey Howard & Zukin is a co-defendant with Ernst
        & Young in an action pending in the Superior Court of the
        State of California County of Alameda Northern Division
        Unlimited Jurisdiction.

    (2) Merrill Lynch Pierce Fenner & Smith is a co-defendant with
        the firm in:

           -- an action pending in the U.S. District Court
              for the Northern District of Alabama Southern
              Division; and

           -- an action pending in the Superior Court of the State
              of California County of Alameda Northern Division
              Unlimited Jurisdiction.

    (3) Morgan Stanley & Co. and JPMorgan Chase are co-defendants
        with Ernst & Young and EYCF in related litigations pending
        in:

           -- the Superior Court of the State of California County
              of Los Angeles;

           -- the Common Pleas Court of Franklin County Ohio;

           -- the Circuit Court of Kanawha County, West Virginia;

           -- the Superior Court of New Jersey Law Division; and

           -- the Civil Court of the City of New York.

        JPMorgan Chase is a co-defendant in an action pending in
        the Supreme Court of the State of New York County of New
        York.  JPMorgan Securities, Inc., is a co-defendant in a
        litigation pending in the U.S. District Court for the
        Northern District of Alabama Southern Division.

    (4) UBS Financial Services Group is a co-defendant in an
        action pending in the U.S. District Court for the Northern
        District of Alabama Southern Division.

    (5) Amalgamated Bank is a plaintiff in an action against,
        among others, Ernst & Young in the Superior Court of the
        State of California County of Los Angeles.

    (6) Banc of America is a co-defendant with Ernst & Young in:

           -- an action pending in the Superior Court of New
              Jersey Law Division; and

           -- an action pending in U.S. District Court for the
              Northern District of Alabama Southern Division.

    (7) Citibank is a co-defendant in an action pending in the
        Superior Court of the State of California for the County
        of Santa Barbara.  Citigroup is a co-defendant with the
        firm in litigations pending in:

           -- the Superior Court of New Jersey Law Division;

           -- the Common Pleas Court of Franklin County Ohio;

           -- the Circuit Court of Kanawha County, County West
              Virginia;

           -- the Civil Court of the City of New York; and

           -- the Superior Court of the State of California County
              of Los Angeles.

        Citigroup Global Markets, Inc./Salomon is a co-defendant
        in actions pending in:

           -- the U.S. District Court for the Northern District of
              Alabama Southern Division;

           -- the Superior Court of the State of California County
              of Los Angeles; and

           -- the Common Pleas Court of Franklin County Ohio.

    (8) Deutsche Bank is a co-defendant with Ernst & Young in an
        action pending in the U.S. District Court for the Northern
        District of Alabama Southern Division.

    (9) Goldman Sachs is a co-defendant with Ernst & Young in an
        action pending in U.S. District Court for the Northern
        District of Alabama Southern Division.

   (10) McDonald Investments, Inc., is a co-defendant in an action
        pending in the U.S. District Court for the Northern
        District of Georgia Atlanta Division.

   (11) National City Bank is a co-defendant with the firm in an
        action pending in the U.S. Bankruptcy Court for the
        Southern District of New York.

   (12) Ohio Police & Fire Pension Fund is a plaintiff in an
        action brought against, among others, Ernst & Young, which
        is pending in the Common Pleas Court of Franklin County in
        Ohio.

   (13) State of New Jersey Treasury Division is a plaintiff in an
        action brought against the firm in the Superior Court of
        New Jersey Law Division.

   (14) UBS Financial is a co-defendant with Ernst & Young in an
        action pending in the U.S. District Court for the Northern
        District of Alabama Southern Division.

   (15) Wachovia Bank is a co-defendant with Ernst & Young in an
        action pending in the U.S. Bankruptcy Court for the
        Southern District of New York.

Ernst & Young does not hold or represent any interest adverse to
the Debtors, Mr. Ford says.  Ernst & Young is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., through its subsidiaries, owns and operates four
properties and manages one property under the Trump brand name.
The Company and its debtor-affiliates filed for chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Robert A. Klymman, Esq., Mark A. Broude, Esq.,
John W. Weiss, Esq., at Latham & Watkins, LLP, and Charles
Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N. Stahl,
Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano, P.A.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
more than $500 million in total assets and more than $1 billion in
total debts.


UAL CORP: Wants Court to Approve AMB Codina Transfer Agreement
--------------------------------------------------------------
On July 7, 1999, UAL Corporation and its debtor-affiliates and
Miami-Dade County, Florida, entered into a development lease.  On
March 1, 2000, the Miami-Dade County Industrial Development
Authority issued Miami-Dade County Industrial Development
Authority Special Facilities Revenue Bonds (United Air Lines,
Inc., Project) Series 2000.  The Bonds were issued pursuant to a
Trust Indenture with U.S. Bank and a Loan Agreement with the
Debtors.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, relates that since the Petition Date, the Debtors have
not made any payments on the Bonds.  On May 9, 2003, U.S. Bank
filed Claim No. 36719 asserting a $32,898,034 unsecured claim,
representing $32,650,000 in principal plus $533,034 in alleged
interest.

The Debtors reviewed and analyzed the Lease to determine its
value.  On October 25, 2004, the Debtors circulated a Request for
Proposal for the assignment of the Lease to six entities with an
interest in acquiring rights to the MIA Cargo Facility.  The RFP
also contained details of a contemplated sale of de minimis
assets located at the Property.  The Debtors received four bids
in response to the RFP.

After evaluating the bids, the Debtors determined that AMB Codina
MIA Cargo Center, LLC, was the highest and best bidder.  The
Debtors signed an Agreement for Transfer of Leasehold Interests
with AMB.  The Transfer Agreement outlines the assignment and
assumption of the Lease and the sale of de minimis assets.

The Transfer Agreement will allow the Debtors to shed obligations
under the Lease while realizing proceeds for the estates.
Assumption and assignment of the Lease will save the Debtors
$878,000 per year.  The Debtors will pay the proposed cure amount
of $30,336 to the County.  By consummating the Transfer
Agreement, the Debtors will realize $18,400,000 in cash.

Mr. Sprayregen asserts that the Transfer Agreement should be
approved.  The terms are fair and reasonable and in the best
interests of the Debtors' estates and creditors.  The
consideration paid by AMB constitutes adequate and fair value.
The transaction will allow the Debtors to unload an unnecessary
and underutilized asset at a substantial profit.

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)


UNITED HOSPITAL: Files for Chapter 11 Protection in S.D. New York
-----------------------------------------------------------------
New York United Hospital Medical Center (a/k/a United Hospital
Medical Center) filed a petition under Chapter 11 of the US
Bankruptcy Code in the Federal Bankruptcy Court for the Southern
District of New York, White Plains division.  This action was
decided upon by the NYUHMC Board of Trustees as predicated by
continuing financial losses and decreased patient volumes in all
service areas.

"Sadly and reluctantly, the Board of Trustees had to face the
reality that the hospital was no longer financially viable," says
Pamela Kindler, NYUHMC Board of Trustees Chairman.  "The hospital
has been operating in the red for more than a decade, and the debt
is no longer manageable.  We are grateful for the outstanding
medical, administrative and support staff, along with our
volunteer network that has repeatedly demonstrated their
professionalism, hard work and dedication to this institution."

The bankruptcy filing is an effort to allow the institution to
close programs in an orderly fashion within a 90- to 120-day time
period, and is subject to the approval of the New York State
Department of Health.  Hospital officials noted that all elective
admissions and procedures will cease as of Dec. 24, 2004.

"We are working with local health care providers, our physicians
and the New York Department of Health Officials to ensure an
orderly transition of patients to other health care facilities
during this anticipated closing period," stated Philip Dionne,
NYUHMC President and CEO.  "The Board of Trustees has shown heroic
efforts in trying to keep the hospital operational, but a number
of issues, including the aging building, systems and equipment;
decrease in reimbursements; decline in utilization and surgeries;
funding of pension plan; and competition from other hospitals, has
lead to the decision to close programs.  Unfortunately, these
issues are inherent to hospitals nationwide."

Also, the NYUHMC Board of Trustees has unanimously resolved to
continue to work with the NY State Department of Health on the
development and evaluation of a plan for a new health care
facility in Port Chester.  This new facility would be better sized
and structured to meet the current and future needs of the
community.

The plan for the hospital is three fold:

   -- to file for Chapter 11;

   -- close hospital programs in an orderly fashion; and

   -- evaluate a plan for the development of a future health care
      facility in the community.

Headquartered in Port Chester, New York, the New York United
Hospital Medical Center is a 224-bed, community healthcare
provider in Port Chester, New York, and member of the New York-
Presbyterian Healthcare System, serving several Westchester
communities, including Port Chester, Rye, Mamaroneck, Rye Brook,
Purchase, Harrison and Larchmont.  The Company filed for chapter
11 protection on Dec. 17, 2004 (Bankr. S.D.N.Y. Case No. 04-
23889).  Lawrence M. Handelsman, Esq., at Stroock & Stroock &
Lavan LLP represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$39,000,000 in total assets and $78,000,000 in total debts.


UNITED HOSPITAL: Case Summary & 21 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: New York United Hospital Medical Center
        aka United Hospital Medical Center
        406 Boston Post Road
        Port Chester, New York 10573

Bankruptcy Case No.: 04-23889

Type of Business: The Debtor is a 224-bed, community healthcare
                  provider in Port Chester, New York, and member
                  of the New York-Presbyterian Healthcare System,
                  serving several Westchester communities,
                  including Port Chester, Rye, Mamaroneck, Rye
                  Brook, Purchase, Harrison and Larchmont.

Chapter 11 Petition Date: December 17, 2004

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Lawrence M. Handelsman, Esq.
                  Stroock & Stroock & Lavan LLP
                  180 Maiden Lane
                  New York, NY 10038
                  Tel: 212-806-5426

Total Assets: $39,000,000

Total Debts:  $78,000,000

Debtor's 21 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
New York-Presbyterian Healthcare        $21,371,624
System
333 E. 38th Street
New York, NY 10008

1199 National Benefits                   $2,062,940
Fund (Local 1199)
Healthcare Benefits Fund Contr.
Accounts Receivable Dept.
330 W.42nd Street
3rd Floor
New York, NY 10036

Physicians' Reciprocal Insurers          $1,688,890
111 East Shore Road
Manhasset, NY 11030

Network Recovery Services Inc.           $1,310,503
3 Expressway Plaza, Suite 200
Roslyn Heights, NY 11577

Aicco (Insurance Financing)              $1,055,056
A.I. Credit Corp.
Box 9045, GPO
New York, NY 10087

Town Of Rye Receiver Of Taxes              $516,306
10 Pearl Street
Port Chester, NY 10573

Sodexho Myles Foley                        $413,054
P.O. Box 905374
Charlotte, NC 28290

Con Edison                                 $350,946
P.O. Box 1701
New York, NY 10116

All Care Nursing Service Inc.              $382,042
P.O. Box 31726
E. Hartford, CT 06108

Medical Billing Resources Inc.             $255,946
P.O. Box 1490
Bloomfield, NJ 07003

Castle Coal & Oil Ann Andrews              $244,540

Aquarian Water Ian Cole                    $219,538

Workers Compensation Board Assessment      $169,819
Collections

New Gericare                               $168,755

Medtronic Jan Larson                       $167,542

Professional Services                      $166,499

Specialty Professional Services            $156,428

Cardinal Health                            $147,261

Alcon Labs                                 $140,952

Quarry Road                                $124,437

Hill Rom                                   $120,141


UNIVERSAL COMPRESSION: Moody's Rates New Sr. Secured Debt at Ba2
----------------------------------------------------------------
Moody's assigned a Ba2 rating to Universal Compression, Inc.'s new
senior secured bank facilities and upgraded its senior implied
rating to Ba2 from Ba3, its $175 million of senior unsecured
non-guaranteed notes from B1 to Ba3, and its $440 million of
8.875% BRL synthetic lease notes to Ba2 from Ba3.  The rating
outlook is stable.

Universal Compression Holdings, Inc., -- UCO -- wholly-owns UCI.
The facilities include a $250 million 5-year senior secured
revolving credit and $400 million 7-year senior secured Term Loan
B, secured pro-rata by U.S. working capital and gas compression
assets.  Combined with a $100 million draw under UCI's asset
backed securitization -- ABS -- facility, bank proceeds will
refinance BRL's February call at 104.44% of its 8.875% notes, an
associated $20 million call premium, BRL's $82 million term loan,
and roughly $50 million of existing revolver debt.

Initially, UCI, UCO, and Universal Compression Ltd. will be
co-borrowers under the facilities.  When and if UCI's 7.25% senior
unsecured notes are retired, UCI would cease being a borrower
under the facilities but would become a guarantor of the bank
facilities.  UCO would then be the sole U.S. borrower and the
Canadian subsidiary would remain a co-borrower.  The facilities
will receive senior secured guarantees from U.S. subsidiaries
(excluding the ABS) having gross assets of at least US$50 million.
Currently, UCI's $175 million of 7.25% senior unsecured notes are
not guaranteed by subsidiaries.

The upgrades reflect:

   (1) ongoing leverage reduction (interrupted by a recent
       $57 million acquisition) further supported by our view that
       fiscal 2006 capital spending may potentially be materially
       below expected cash flow;

   (2) momentum from record EBITDA in the September 2004 quarter;

   (3) durable domestic down-cycle cash flow;

   (4) comparatively low fleet maintenance capital spending in the
       range of $35 million to $40 million;

   (5) UCO's statement that it will further reduce leverage and
       fund acquisitions in a fashion that may only temporarily
       push Debt/Capital above 50%; and

   (6) comparatively strong pro-forma liquidity.

Moody's expects modestly higher fiscal 2006 pro-forma cash flow
and slowly rising U.S. compressor fleet utilization and pricing.
High margin contract compression generates 83% of UCO's
$301 million gross profit, fabrication provides 7%, and after
market services provides 10%.  Compressor utilization and margins
may also benefit from more disciplined compression sector pricing
and capital discipline than in the past.  UCO may also gain an
advantage to the degree its substantially lower leverage relative
to its main competitor provides a lower cost of capital, ability
to offer more competitive compression lease rates yet generate
more attractive returns, and more flexibility for expansion.
Moody's expects a supportive fiscal 2006 environment on modestly
increased producer oil and gas spending budgets, with modest
increases in oilfield activity but greater pricing power by
oilfield services firms, including UCO.

The ratings are restrained by:

   (1) full leverage relative to the new ratings;

   (2) substantial capital spending associated with expansion;

   (3) growth restraints, including the majority of domestic
       producers that own and do not outsource gas compression;

   (4) a degree of exposure to producers' oilfield spending
       levels, as influenced by volatile natural gas and oil
       prices;

   (5) increased risk of UCO's necessary pursuit of growth in many
       of the more challenging foreign markets;

   (6) acquisition event risk; a risk that the unsecured notes
       could face significantly greater structural and effective
       subordination if UCO substantially expands its $200 million
       ABS facility; and, so far,

   (7) an unimpressive return on assets due to high capital
       intensity and acquisition premiums paid during industry
       consolidation.

UCO's ability to strengthen its ratings and outlook rests on
several factors. These include: reducing Debt/Capital materially
from the current post-acquisition level of roughly 50% during the
fiscal year ending March 31, 2006; adequately funding acquisitions
with cash flow and/or common equity; sound business and cash flow
trends until leverage is materially reduced; and not expanding the
ABS vehicle in a manner materially increasing assets pledged to
the ABS.

An indeterminate factor remains the ultimate scale of UCI's ABS
facility, its impact on debt rating notchings and, possibly, even
the new Ba2 senior implied rating.  The degree of impact on the
senior implied rating could depend on the ultimate proportion of
compression assets lodged in the non-recourse bankruptcy remote
ABS vehicle.  UCO can also pledge additional compression assets to
the ABS to top up asset cover if collateral values fall below the
68% advance rate.  This would come at the direct expense of
unsecured debt and also reduce the latent unpledged pool of assets
available to top up collateral coverage for the bank facilities.

The new bank facilities are not notched above the Ba2 senior
implied rating for several reasons, though they are strengthened
by collateral, financial, and other covenants placing a floor
under collateral dilution, a ceiling on leverage, and restraining
expansion of the ABS to no more that $400 million.  The sole bank
collateral coverage test requires a fairly low 125% cover of bank
borrowings by fair market value of U.S. compression assets.  If
UCO merely fully drew down its $250 million revolver, and invested
incremental proceeds in assets outside the collateral pool (i.e.
international expansion), its collateral cover would be only 129%.
If the banks ever needed to seize collateral, it would likely be
under market circumstances that had eroded UCO's enterprise value
and value of its core assets, namely gas compressors.

The coverage test also does not apply to, nor prevent dissipation
of, coverage by pledged receivables, inventory or other fixed
assets.  Also, at this time too, assessing fair market value now
rests on book value estimates.  Third-party fair market appraisals
will be completed just prior to the closing and funding of the new
facilities.  The other financial covenants include maximum Total
Debt/EBITDA of 5.0x and minimum EBITDA/Interest Expense of 2.5x.

The existing $100 million drawn under the $200 million ABS
facility has a claim on $172 million of gas compression assets.
The new incremental $100 million ABS drawing moves the claim on
assets to roughly $340 million.  Gas compressors comprise the vast
majority of UCO's earning assets and, aside from $60 million of
U.S. accounts receivables, are the most marketable of its asset
portfolio.  A potential doubling of the facility to $400 million
would expand the collateral pledged to the ABS to almost
$700 million.

UCO's U.S gas compression asset book value is $1.1 billion
(1.9 million horsepower), with its world compression assets
totaling $1.3 billion (2.4 million horsepower).  Of $1.3 billion
in compression asset book value, a reported 82% is domiciled in
the U.S.  The fleet is comprised 41% by high horsepower units
having an average horsepower of 1,383 HP.

Nevertheless, there are other supportive considerations.  UCO's
$57 million (83,000 horsepower) Canadian acquisition augments its
stable North American base and growth platform in Canada's nascent
competitive third party compression market.  Also, UCO North
American growth may derive from a rising proportion of gas
production from more compression-intensive unconventional
reservoirs, though that trend is also tempered by the declining
U.S. conventional gas market.

Furthermore, as the second largest third-party gas compression
company, UCO may gain operating, marketing, and purchasing
efficiencies over smaller competitors and, in situations of
dynamic field production and reservoir pressure conditions, may
also be able to offer more flexible, comprehensive, and economic
gas compression services to most oil and gas producers.  Also, UCO
has rationalized and largely standardized its compression fleet,
gaining cost reductions, other efficiencies, and more flexible
service provided to customers.

Utilization of larger compression units is reportedly very strong,
while demand for smaller units remains weaker.  Slowly rising U.S.
gas compression demand, rising international demand, and
allocation of a degree of idle U.S. compression assets by leading
sector participants to international markets has increased UCO's
utilization rate to 89% (from a low of 83%).  This also may boost
pricing power.

Further restraints to growth include UCO's credit profile and
higher cost of capital relative to higher rated potential
compression lease customers.  This can impede its ability to offer
competitive lease terms to producers having lower costs of
capital.  As a result, UCO's domestic contract compression
customer base slants towards high yield independent producers and
investment grade independent producers rather than oil majors.

Still, the U.S. forms a vital durable cash flow base from which to
fund higher risk international expansion and dampen the impact of
down-cycles.  In the 2002 downturn, quarterly EBITDA did not fall
below $45 million.  We expect the U.S. market (by far UCO's
largest) to deliver modest fiscal 2005 cash flow gains and
slightly higher gains in fiscal 2006.

Barring new acquisitions, we expect fiscal year March 2005 capital
spending in the range of $140 million, excluding the $57 million
acquisition.  It has been discussed that fiscal 2006 capex could
be in the range of $140 million, which could yield free cash flow
in the range of $60 million at that spending pace.  Moody's
believes pro-forma annualized EBITDA for the September 30, 2004
quarter approximates $245 million and that fiscal 2006 EBITDA
could be in the range of $260 million to $270 million.  In the
September 30, 2004 quarter, EBITDA was $59 million.  UCO believes
its Canadian acquisition adds $10 million of annual EBITDA.

Debt/Capital is now in the 50% range after the Canadian
acquisition (from competitor Hanover Compressor).  Pro-forma for
the bank facilities and BRL debt tender, debt approximates
$870 million.  Pro-forma Debt/EBITDA, per Moody's estimated
pro-forma annualized fiscal 2005 EBITDA of $245 million,
Debt/EBITDA would approximate 3.55x.  Pro-forma 2005
EBITDA/Interest would approximate 4.5x on an estimated $55 million
of pro-forma interest expense.  Based on estimated fiscal year-end
2006 debt of roughly $800 million, fiscal 2006 EBITDA in the
$265 million range, and fiscal 2006 interest expense of roughly
$52 million, Moody's anticipates Debt/EBITDA in the range of 3.0x
and EBITDA/Interest of roughly 5.1x

UCO's growth potential is primarily a function of:

   (1) underlying secular and cyclical demand and supply trends
       for gas compression in the mature North American market;

   (2) international growth;

   (3) the degree to which producers choose to outsource their gas
       compression needs;

   (4) UCO's pace and scale of acquiring third party compression
       competitors; and

   (5) pace and scale of UCO's purchase and leaseback of existing
       producer compressor fleets.

Universal is experiencing increasing contract compression activity
in the U.S. as secular gains providing compression for the
development and production of unconventional properties appears to
be offsetting secular decline in U.S. conventional gas production
and related compression demand.  Unconventional reserves include
very tight sands, coalbed methane, and source rock (very tight
shales that originally generated hydrocarbons from organic
matter).

Wellhead and field-level natural gas compression is a vital
function in accelerating production of natural gas production, or
boosting the eventual recovery rate, from maturing and ever-
smaller natural gas reservoirs.  Reservoir pressure drops, often
very rapidly, after initial production begins and falls
progressively during the life of all reservoirs.  Compression both
pulls natural gas out of the reservoir and boosts the flowing
pressure to levels needed to inject that gas into higher pressure
field-level gathering lines and processing plants, higher
pressured regional hub systems, and very high pressure longer
distance transmission lines.  The U.S. and increasingly Canada
hold an increasingly mature secularly declining conventional
natural gas reserve and prospect base.  Contrary to conventional
wisdom, lower horsepower is often needed to achieve the same
pressure boost as wellbore production volume falls.  Wellbore
production declines and field declines do not automatically
trigger demand for higher compression horsepower.

Universal Compression is headquartered in Houston, Texas.


USA MOBILITY: Names Thomas L. Schilling as Chief Financial Officer
------------------------------------------------------------------
USA Mobility, Inc. (Nasdaq: USMO) hired and appointed Thomas L.
Schilling as chief financial officer.  The appointment will become
effective on Jan. 3, 2005.

Vincent D. Kelly, president and chief executive officer, stated:
"We are extremely pleased to have Tom join the USA Mobility team.
He is a seasoned financial executive, fully embraces our free cash
flow strategy and has held key positions in organizations such as
MCI and Sprint, where his strategic and operational direction
produced substantial cost savings, operational efficiencies and
increased profitability.  Tom will be responsible for our overall
financial operations, including accounting, reporting, treasury,
tax, financial planning and integration."

Mr. Schilling has more than 18 years of financial and operational
management experience in the communications industry, including
positions with MCI, Inc., Sprint Communications Co. LP, and
Cincinnati Bell, Inc.  Most recently he was chief financial
officer of Cincinnati Bell where he helped with a comprehensive
financial restructuring and the sale of the company's broadband
subsidiary.  He had previously served as CFO of Cincinnati Bell's
Broadwing Communications subsidiary and oversaw its IT consulting
services business unit.  Previously, Schilling spent eight years
with MCI in various financial management roles including business
planning, pricing and mergers and acquisitions, and four years
with Sprint in financial management and corporate development
positions.  He has also served as CFO of Autotrader.com. Schilling
has a Bachelor of Science degree in accounting from Indiana
University.

                       About USA Mobility, Inc.

USA Mobility, Inc., is the new holding company formed as a result
of the merger between Metrocall Holdings, Inc., and Arch Wireless,
Inc. on November 16, 2004.  Headquartered in Alexandria, Virginia,
USA Mobility is a leading provider of paging products and other
wireless services to the business, government and healthcare
sectors.  USA Mobility offers traditional numeric, one-way text
and two-way paging.  In addition, the company offers mobile voice
and data services through Nextel and AT&T Wireless/Cingular as
well as wireless e-mail solutions.  The company's product
offerings include Integrated Resource Management Systems with
wireless connectivity solutions for medical, business, government
and other campus environments.  USA Mobility focuses on the
business-to-business marketplace and supplies wireless mobile
connectivity solutions to businesses and organizations of all
sizes.  In addition to its reliable, nationwide one-way networks,
USA Mobility's two-way networks have the largest high-powered
terrestrial ReFLEX footprint in the United States with roaming
partners in Canada, Mexico and the Caribbean.  USA Mobility
provides the preferred ReFLEX wireless data network for many of
the largest telecommunication companies in the United States that
source network services and resell under their own brand names.
For further information visit http://www.usamobility.com/

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 18, 2004,
Moody's Investors Service assigned a Ba3 senior implied rating to
USA Mobility, Inc., and a Ba3 rating to the proposed $140 million
senior secured term loan for Metrocall, Inc., and Arch Wireless
Operating Company, Inc. (as co-borrowers), among other rating
actions.  The rating outlook is stable.

The ratings assigned are:

   -- USA Mobility, Inc.

      * Senior Implied rating -- Ba3
      * Issuer rating -- B2
      * SGL rating -- 2

   -- Metrocall, Inc. and Arch Wireless Operating Company, Inc.
      (co-borrowers)

      * $140 million senior secured term loan due 2006 -- Ba3

The Ba3 ratings reflect the downward financial and operating
trends that plague the paging industry as customers substitute
cellular/PCS phones, PDAs and other wireless devices for pagers.
The ratings also account for:

   (i) the quite modest financial leverage the company is taking
       on to complete its pending merger,

  (ii) the company's history of and commitment to rapidly
       repaying debt,

(iii) strong interest coverage ratios, and

  (iv) robust free cash flows.

The SGL-2 short-term liquidity rating reflects the strong free
cash flow generating ability of the new company, offset by the
lack of any liquidity facility and other unsecured assets that
could be readily monetized.


USG CORPORATION: Asks Court to Extend Exclusive Periods
-------------------------------------------------------
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, relates that the asbestos personal injury
parties and the Future Claims Representative stand-alone in
blaming USG Corporation and its debtor-affiliates for the lack of
a reorganization plan at this juncture of their Chapter 11 cases.
The other parties in the Debtors' cases recognize that it is the
Asbestos Claimants' grossly inflated claims, not any lack of
effort by the Debtors, that has precluded the formulation of a
consensual plan.  After the mediation efforts embraced by the
Debtors, it has become even clearer that a plan cannot be
confirmed until the two principal issues in the Debtors' cases --
the amount of the asbestos claims and the determination of which
entity must pay those claims -- are resolved.

Mr. DeFranceschi says that there can be no question regarding the
exemplary level of the Debtors' performance in their cases.
Unlike most other debtors, USG's businesses are not struggling.
Quite the contrary, the Debtors' EBITDA for the first three
quarters of 2004 is more than $450 million, their cash exceeds
$1 billion, and, as a result, their stock is trading at a value
significantly more than $1 billion.  This performance has been
realized in the face of the well-known asbestos claims.

It has been a secret to no one that the Debtors could have exited
Chapter 11 quickly if only they would have ceded their commitment
to produce a fair result for all stakeholders and simply given in
to the demands of the Asbestos Claimants.  But the Debtors will
not do that, and it would be irresponsible for them to conduct
themselves otherwise, Mr. DeFranceschi notes.  The Asbestos
Claimants have now gone public with their inflated claims
assertion -- a whopping $5.5 billion.  It is based on this bare
assertion that the Asbestos Claimants demand that they be given
100% of USG Corporation and its subsidiaries.

According to Mr. DeFranceschi, to change the status quo of
exclusivity now, based solely on an inflated claim, would be
inappropriate.  Instead, exclusivity should be extended so that
the Debtors can facilitate the development of a consensual plan by
resolving the two principal issues.  The Debtors have filed a
complaint for declaratory relief on the issue of which entity
should pay, and they will be asking District Judge Conti, at her
first status conference on December 21, 2004, to set procedures
for the estimation of the Asbestos Claims.  Put simply, Mr.
DeFranceschi says, a unilateral assertion of a $5.5 billion claim
cannot be allowed summarily without a review of the underlying
issues inherent in that claim.

In addition, throughout their Chapter 11 cases, the Debtors have
reviewed thousands of non-asbestos claims filed by the bar date
and reconciled these claims through adjustments, settlements,
stipulations, omnibus objections, alternative dispute resolution,
and other appropriate means.  To that end, the Debtors filed and
received Court approval of 23 omnibus objections to claims.  As a
result, the claims process for most of the prepetition, non-
asbestos claims against the Debtors is now substantially complete.

The Debtors contend that they remain committed to emerging from
Chapter 11 as soon as practicable given the complexity of their
bankruptcy cases, and they further intend to achieve meaningful
progress towards confirmation.  However, absent a merits-based
evaluation of U.S. Gypsum Co.'s asbestos personal injury
liability, the value of the estates cannot be allocated fairly
among the Debtors' stakeholders.  Therefore, it is clear that the
plan process in the Debtors' cases must await the important
process of resolving Gypsum's asbestos liability.

The Debtors ask the Court to extend their exclusive period to file
a plan through and including June 30, 2005, and their exclusive
period to solicit votes on that plan through and including August
31, 2005.

Mr. DeFranceschi contends that this extension will permit
meaningful progress in both the estimation process before Judge
Conti and the "substantive consolidation" process in the
Bankruptcy Court.

The Official Committee of Unsecured Creditors supports the
Debtors' request for extension.

The Bankruptcy Court will convene a hearing on January 24, 2005,
to consider the Debtors' request.  By application of Del.Bankr.LR
9006-2, the Debtors' Exclusive Filing Period is automatically
extended through the conclusion of that hearing.

                             Objections

(A) Futures Representative and PI Committee

Dean M. Trafelet, as the Court-appointed future claims
representative, and the Official Committee of Asbestos Personal
Injury Claimants argue that the Debtors' assertion that the PI
Committee and the Futures Representative's valuation of the
asbestos personal injury liability is "grossly inflated," is
misguided.  The Debtors' statement further demonstrates that it is
their suggested estimation methodology that is unreasonable, not
the PI Committee and the Futures Representative's asbestos
liability valuation.  The disparity between the parties' ascribed
values for asbestos liability is attributable to the Debtors'
flawed estimation methodology never before used in any other large
asbestos bankruptcy rather than any overreaching by the asbestos
personal injury creditors.  An appropriate estimation proceeding
conducted in the normal manner as in all other asbestos
bankruptcies will validate the PI Committee and the Futures
Representative's valuation of the Debtors' asbestos personal
injury liabilities.

The PI Committee and the Futures Representative argue that
mediation between the parties failed because of:

    -- the Debtors' unwillingness to fully acknowledge the
       magnitude of their asbestos liabilities and the scope of
       their responsibility; and

    -- the Debtors' continued efforts to hold their asbestos
       personal injury creditors hostage to make a substantial
       distribution to their equity holders at all costs.

According to Mr. Trafelet, it was the Debtors who ultimately cast
aside the mediation process entirely when they resumed their
litigation strategy and commenced an adversary proceeding against
the Futures Representative and the PI Committee.

In addition, regardless of any extension of the Debtors' exclusive
periods, the impasse among the parties is a clear obstacle to the
Debtors' stated goal in their Chapter 11 cases -- to confirm a
plan that provides the Debtors with a channeling injunction under
Section 524(g) of the Bankruptcy Code.  Therefore, the PI
Committee and the Futures Representative assert that any further
extension of exclusivity serves no purpose other than to allow the
Debtors to unreasonably delay their cases at the expense of
asbestos personal injury creditors and this result is improper
under Section 1121(d) of the Bankruptcy Code.

The PI Committee and the Futures Representative believe that the
Court should deny the requested extension where no progress has
been made towards formulating a plan.  Also, the Debtors must not
be permitted to wait until all the declaratory judgment action is
fully litigated to file a plan.  Even if the declaratory judgment
action does not progress in the next six months, there is
certainly no guarantee that litigation would be complete and that
any decision would not have been appealed.

The PI Committee and the Futures Representative also ask the
Court to allow them to present a reorganization plan so that the
Debtors' Chapter 11 cases may be resolved in a timely manner.

(B) PD Committee

The Official Committee of Asbestos Property Damage Claimants
opposes a seven-month extension of the Debtors' Exclusive Periods.
The PD Committee notes that the Debtors have not demonstrated
cause to warrant a seven-month extension of their Exclusive Filing
Period, but rather a shorter extension of three months through no
later than March 1, 2005, is all that is warranted.  However, if
the Debtors are unable to formulate and file a plan by that time,
the Court should treat the three-month extension as a true
backstop and allow any party-in-interest to file a plan.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094). David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts. (USG
Bankruptcy News, Issue No. 77; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VERITAS SOFTWARE: S&P Places Low-B Ratings on CreditWatch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit and 'BB-' subordinated debt ratings for Veritas Software
Corp. on CreditWatch with positive implications.

"The CreditWatch placement follows the announced merger agreement
of Veritas with unrated Symantec Corp. in an all-stock transaction
valued at about $13.5 billion," said Standard & Poor's credit
analyst Philip Schrank.  The combined company will have about $5
billion in revenues, additional business diversity, and strong
financial flexibility with modest debt outstanding and large cash
balances.

Standard & Poor's preliminary assessment is that the combined
company has an investment grade credit profile.  Veritas' narrow
business profile was a limiting factor in its rating, despite its
strong balance sheet.  Standard & Poor's will focus its review
primarily on the business profile and financial policy of the
combined company, along with the integration plans, prior to
making its ratings determination.


VILLAGE OF FRANKFORT: Moody's Lifts Rating on $4.3M Debt to Baa3
----------------------------------------------------------------
Moody's has upgraded The Village of Frankfort, New York, to Baa3
from Ba1 affecting $4.3 million in outstanding general obligation
debt.

The upgrade reflects the restoration of satisfactory financial
margins evident in a fiscal 2004 19% General Fund balance, up from
was -3% in fiscal 1998.  The Baa3 rating additionally reflects:

   (1) the village's limited tax base ($57 million, largely built
       out) located in Herkimer County (rated A3/negative
       outlook),

   (2) above average debt position (7.5% direct; 13.8% adjusted
       overall),

   (3) below average wealth indices (full value per capita is
       $22.594), and

   (4) an ongoing trend of population losses (25% cumulative
       decline over last three decades).

Moody's believes the Village has demonstrated a trend of improved
financial management evident in operating surpluses in four of the
last five years based on documents submitted to the state as the
village does not obtain independent audits.  While fiscal 2001
ended with an operating deficit, it was a modest at $19,000.
Fiscal 2004 year end General Fund balance was $221,000 or 19% of
General Fund revenues-a marked improvement from the fiscal 1998
accumulated deficit (-$31,000 or 2.9%).  Management does not have
a formal fund balance policy and reports the accumulated operating
deficit was tied to cash financing of a capital project.
Management reports fiscal 2005 operations are performing at
budget.  Cash balances have also been augmented and now stand at
$308,000 or 27% of revenues.  The village operates an electric
system (distribution only), which represents $1.4 million of
outstanding debt, as well as a water system ($1.9 million in
outstanding debt).  While management reports debt of these
enterprise systems is self-sustaining, they have not been deducted
from the village's debt statement as rates have not been adjusted
since the 1990's and audited financials are not available.


WEIRTON STEEL: Court Approves Schindler Elevator Claim Settlement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of West
Virginia approve a compromise and settlement entered by Weirton
Steel Corporation with Schindler Elevator Corporation.

As reported in the Troubled Company Reporter on Oct. 15, 2004,
Schindler and its predecessor-in-interest, Millar Elevator
Company, performed comprehensive elevator maintenance and repair
work in Weirton's industrial manufacturing facility, pursuant to
Purchase Order Nos. WS1P96706 and WSOP78498 before the Debtors
filed for bankruptcy.

On June 23, 2003, Schindler filed a notice of mechanic's lien
against Weirton in the office of the County Clerk of Hancock
County in West Virginia, for $293,182, which was allegedly owed
by Weirton to Schindler under the Purchase Orders. Schindler
filed a proof of claim relating to the Mechanic's Lien on
Sept. 9, 2003.

Weirton and the Trustee disputed the amount of the claim.
Subsequently, Weirton filed a complaint for Declaratory Judgment
against Schindler. In its Complaint, Weirton sought a
determination that the Mechanic's Lien is invalid as a matter of
law.

Schindler asserted a counterclaim to the Complaint and contended
that:

   -- the Mechanic's Lien is enforceable as a matter of law;

   -- Weirton breached its contractual obligations; and

   -- the waiver of Mechanic's Lien provisions in the Purchase
      Orders violates public policy.

To resolve their disputes relating to the Mechanic's Lien, the
Proof of Claim, the Adversary Proceeding, and the Counterclaim,
the Trustee and Schindler agree that:

   (a) the Mechanic's Lien Claim will be fixed and allowed
       against Weirton for $167,029 and will be paid as a Class 1
       claim in accordance with the Confirmed Plan. The Trustee
       will pay Schindler's claim without further delay;

   (b) Schindler forever releases and discharges Weirton and the
       Trustee from any and all claims; and

   (c) Weirton will cause the Complaint for Declaratory Judgment
       to be dismissed in accordance with Rule 7041 of the
       Federal Rules of Bankruptcy Procedure.

Mark E. Freedlander, Esq., at McGuireWoods, LLP, in Pittsburgh,
Pennsylvania, contends that approval of the settlement will:

   -- avoid the costs, risks, delay and uncertainty associated
      with the prosecution and defense of the dispute;

   -- maintain and preserve the assets to be distributed under
      the Confirmed Plan; and

   -- expedite the distribution process, preserve the Trustee's
      assets and resources and best serve the interests of
      Weirton's creditors.

Headquartered in Weirton, West Virginia, Weirton Steel Corporation
was a major integrated producer of flat rolled carbon steel with
principal product lines consisting of tin mill products and sheet
products. The company was the second largest domestic producer of
tin mill products with approximately 25% of the domestic market
share. The Company filed for chapter 11 protection on May 19,
2003 (Bankr. N.D. W. Va. Case No. 03-01802). Judge L. Edward
Friend, II administers the Debtors cases. Robert G. Sable, Esq.,
Mark E. Freedlander, Esq., David I. Swan, Esq., James H. Joseph,
Esq., at McGuireWoods LLP represent the Debtors in their
liquidation. Weirton sold substantially all of its assets to
Wilbur Ross' International Steel Group. Weirton's confirmed Plan
of Liquidation became effective on Sept. 8, 2004. (Weirton
Bankruptcy News, Issue No. 38; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WHATLEY ENTERPRISES: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Whatley Enterprises LLC
        6011 Ammendale Road
        Beltsville, Maryland 20705

Bankruptcy Case No.: 04-38012

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      GJHG LLC                                   04-38046

Chapter 11 Petition Date: December 14, 2004

Court: District of Maryland (Greenbelt)

Judge: Nancy V. Alquist

Debtor's Counsel: Joel I. Sher, Esq.
                  Shapiro Sher Guinot & Sandler
                  36 South Charles Street, Suite 2000
                  Baltimore, MD 21201
                  Tel: 410-385-4278

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

A. Whatley Enterprises LLC's Largest Unsecured Creditor:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Eastern Savings Bank FSB      Money Loaned            $1,941,282
Executive Plaza 2
11350 McCormick Road,
Ste. 200
Hunt Valley, MD 21031

B. GJHG LLC's Largest Unsecured Creditor:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
BB&T                          Auto Loan                  $15,500
2713 Forest Hills Road
P.O. Box 1847
Wilson, NC 27894


WINNING WAYS FARM: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Winning Ways Farm, Inc.
        3315 East Russell Road
        A-4 #213
        Las Vegas, Nevada 89120

Bankruptcy Case No.: 04-53622

Chapter 11 Petition Date: December 16, 2004

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd.
                  417 West Plumb Lane
                  Reno, NV 89509
                  Tel: 775-786-7600
                  Fax: 775-786-7764

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Ashford Stud                  Goods/Services            $825,500
P.O. Box 823
Versailes, KY 40383

Margaux Farm LLC              Goods/Services            $198,086
P.O. Box 4220
Midway, KY 40347

Fasig-Tipton Company          Goods/Services            $114,555
2400 Newton Pike
P.O. Box 13610
Lexington, KY 40583

Taylor Made Sales Agency      Goods/Services             $92,311

Gainesway                     Goods/Services             $87,980

Northern Nevada Title         Goods/Services             $68,688

Rancho San Miguel             Goods/Services             $67,240

Overbrook Farm                Goods/Services             $67,188

Lane's End Stallions          Goods/Services             $63,600

Pin Oak Stud, LLC             Goods/Services             $37,100

Desert Engineering            Goods/Services             $34,397

Six Winters Farm, Inc.        Goods/Services             $32,304

Renner Equipment Company      Goods/Services             $31,383

Paramount Sales               Goods/Services             $29,000

Sentinel Thoroughbred Farms   Goods/Services             $27,502

Dakotah Thoroughbred Farm     Goods/Services             $25,852

Lamb Veterinary Services      Goods/Services             $21,715

Rood & Riddle Equine          Goods/Services             $20,699
Hospital

Hill "N" Dale Kentucky, Inc.  Goods/Services             $15,900

Brereton C. Jones             Goods/Services             $15,000


WISE METALS: Moody's Revises Outlook on Low-B Ratings to Negative
-----------------------------------------------------------------
Moody's Investors Service changed its rating outlook for Wise
Metals Group LLC to negative from stable.  The negative outlook
reflects the company's reduced liquidity, its inability to
capitalize on stronger demand and higher prices for aluminum
beverage can stock in terms of operating income and cash flow, and
a marked increase in debt since the ratings were assigned in April
2004.

Wise's financial results in 2004 have not captured the benefits
that should accompany improved demand, shipments, and selling
prices, and which were supportive factors in Moody's ratings.
While its shipment volumes and selling price are significantly
higher in 2004, Wise's conversion margins (revenues less aluminum
costs less conversion costs) declined to $6.6 million in 3Q04,
compared to $8.4 million in 3Q03.  In 3Q04, adjusted EBIT and
adjusted EBITDA were $3.5 million and $6.9 million, respectively,
whereas interest and capex were $5.0 million and $2.5 million,
respectively.  These results are lower than Moody's had expected.

In addition, Wise's working capital investment has increased
considerably in the second and third quarters of 2004.  Adjusted
for receivables sales it made in the third quarter but which are
now being replaced by on-balance-sheet receivables, working
capital increases have totaled $53 million over the last two
quarters.  On November 10, 2004, Wise increased its revolving
credit facility commitment to $125 million from $75 million.  Its
$17 million receivables sales facility expires January 1, 2005.
At September 30, 2004, gross availability under the amended
revolver was $115 million, but this increased to $125 million with
the release of 3Q04 financials.  Moody's estimates that actual
revolver usage by the end of 2004 could be about $103 million,
which would leave only about $22 million available.  Our estimate
of total year-end revolver usage starts from the $64.4 million
drawn at 9/30/04 and adds $17 million of receivables sales,
$7.7 million of bond interest paid in November, $3 million for
letters of credit, and an estimated $11 million for working
capital increases in the fourth quarter (can stock selling prices
stepped up significantly on October 1).

This would leave Wise with fairly limited liquidity and
considerably more debt than the company was expected to have, an
estimated $253 million versus pro forma $176 million.  Year-end
leverage could therefore be around 7.5 times in terms of debt to
EBITDA.

Wise could be downgraded should it become apparent that the
company will not generate free cash flow (cash from operating
activities less maintenance capex) in the first two quarters of
2005, excluding unusual charges or circumstances, or if its
liquidity becomes more constrained than outlined above.  Factors
that could restore Wise's stable outlook include steady
improvements to conversion margins and cash flow, increased
liquidity, and reduced debt, although it may prove difficult to
reduce debt given the thin margins aluminum can stock producers
earn in even the best of times.

These ratings were affirmed:

   * B2 for the 10.25% senior secured notes due 2012,
   * B2 senior implied rating,
   * Caa1 issuer rating, and
   * SGL-4 speculative grade liquidity rating.

Wise Metals Group LLC produces aluminum can stock and packaging
products from a casting and rolling facility in Muscle Shoals,
Alabama.  The company has its headquarters in Baltimore, Maryland.


WMG HOLDINGS: S&P Places B- Rating on Proposed $700 Million Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to WMG
Holdings Corp.'s proposed $250 million floating-rate notes due
2011, $250 million discount notes due 2014, and $200 million
10-year pay-in-kind notes.  Proceeds after fees are expected to be
used to fund a capital distribution to shareholders.  WMG Holdings
Corp. is a holding company and does not have any significant
assets or operations other than ownership of the capital stock of
WMG Acquisition Corp. -- WMG.  Standard & Poor's will include the
debt issued at the holding company in its analytical assessment of
WMG.

At the same time, Standard & Poor's revised its outlook on WMG to
negative from stable, recognizing the increase in leverage
resulting from the proposed debt-financed distribution.  Other
ratings on WMG, including the 'B+' corporate credit rating and
B+ secured and B- subordinated debt ratings, were affirmed.

New York, New York-based WMG will have approximately $2.5 billion
of gross debt, pro forma for the distribution.  WMG was acquired
from Time Warner, Inc., on Feb. 29, 2004, by an investor group
comprised of Thomas H.  Lee Partners, Edgar Bronfman Jr., Bain
Capital Partners, and Providence Equity Partners.

"The outlook revision recognizes that WMG's leverage and liquidity
profile will have weakened following its proposed debt-financed
return of capital," said Standard & Poor's credit analyst Alyse
Michaelson Kelly.

Pro forma leverage increases to about 6.9x at Sept. 30, 2004,
almost two full multiples higher than expected at the time of the
initial buyout from Time Warner.  The added debt raises financial
risk at a time when the industry's prospects for defeating online
piracy and restoring sustainable revenue growth are still far from
clear.  Furthermore, the proposed capital distribution, following
a $350 million distribution financed with excess cash in
October 2004, rewards shareholders at the expense of the credit
profile.

The rating on WMG reflects its heavy debt burden as a result of
the leveraged buyout, risks associated with the industry's
migration to a digital downloading business model, continued
leakage to piracy, and concerns regarding the extent of cost-
downsizing that may be required as the online migration continues.
These risks are minimally offset by the higher margins and greater
stability of WMG's music publishing business, which accounted for
about one-third of EBITDA in 2003 (pro forma for the sale of music
manufacturing and distribution).  Other factors supporting the
rating include a management team that has experience in cost
restructuring, and important progress made by the industry in 2003
and 2004 in combating piracy and adopting a legitimate commercial
digital platform.

The negative outlook recognizes elevated leverage amid uncertain
industry trends.  The rating could be lowered in the near term if
sales deteriorate or if EBITDA growth does not materialize as
expected.  Revision of the outlook back to stable will depend on
financial profile improvement, stabilizing trends in CD sales,
indications that electronic piracy is slowing, and Standard &
Poor's comfort level that significant distributions are not
recurring.


YUKOS OIL: Appellate Court Declines to Lift TRO for Gazpromneft
---------------------------------------------------------------
OOO Gazpromneft delivered its Notice of Appeal to the U.S.
Bankruptcy Court in Houston, Texas, indicating its intention to
ask the U.S. District Court for the Southern District of Texas to
dissolve the 10-day Temporary Restraining Order entered by Judge
Clark last week enjoining Gazpromneft, ABN Amro, BNP Paribas,
Calyon, Deutsche Bank, JP Morgan, and Dresdner Kleinwort
Wasserstein (but not the Russian Federation) from participating
proceeding in the sale Yukos' equity interests in Yuganskneftegas
by the Russian Federation to satisfy Yukos' alleged tax
obligations.  Additionally, Gazprom would like the District Court
to toss the bankruptcy case out of the court system, renewing its
complaint that the case was improperly filed because Yukos isn't
qualified to be a debtor under 11 U.S.C. Sec. 109.

Jack L. Kinzie, Esq., James R. Prince, Esq., Tony M. Davis, Esq.,
and Michael S. Goldberg, Esq., at Baker Botts, L.L.P., represent
Gazpromneft in this appellate proceeding.  Baker Bott's legal team
attended the hearings before Judge Clark in the Bankruptcy Court
last week for the express purpose of preparing and prosecuting
this appeal.

                         Saturday Hearing

The District Court accepted Gazpromneft's appeal Saturday morning,
and the Honorable Nancy F. Atlas convened an expedited hearing
Saturday afternoon at Gazpromneft's behest.

                         Nothing to Appeal

"The Bankruptcy Court's order should not be disturbed," Zack A.
Clement, Esq., tells Judge Atlas.  Mr. Clement, at Fulbright &
Jaworski LLP, represents Yukos.

Mr. Clement explains that the Bankruptcy Court's opinion is
heavily fact intensive and applied essentially three sets of laws:

     (1) the law concerning what is necessary to be a debtor
         under Section 109 of the Bankruptcy Code;

     (2) law concerning service on parties present in the United
         States and on service of foreign governments through
         the Hague Convention; and

     (3) application of settled Fifth Circuit law concerning the
         standards for temporary restraining orders and
         preliminary injunctions.

"There is no basis for reversal. The Bankruptcy Court's factual
findings are not clearly erroneous; its legal conclusions are
correct; and no abuse of discretion in issuing a TRO can be shown
on this record," C. Mark Baker, Esq., from Fulbright & Jaworski
LLP, another one of Yukos' lawyers, argued.  Mr. Baker attended
the emergency hearing Saturday wearing his Boy Scout leaders'
uniform.

                 Gazpromneft's Issues on Appeal

Gazpromneft puts five issues before the District Court for review:

     (A) Whether the Bankruptcy Court erred in exercising
         personal jurisdiction over Gazpromneft, a foreign
         defendant organized under the laws of the Russian
         Federation;

     (B) Alternatively, whether the Bankruptcy Court --
         notwithstanding long-standing principles of comity and
         deference to the internal law enforcement activities of
         a foreign sovereign -- erred by enjoining Gazpromneft
         and its lender from participating in a foreign tax
         enforcement auction by the Russian Federation;

     (C) Alternatively, whether the Bankruptcy Court erred in
         ruling that the Plaintiff carried its burden of
         establishing grounds for injunctive relief;

     (D) Alternatively, whether the Bankruptcy Court had subject
         matter jurisdiction to enjoin a non-debtor lender from
         providing financing to Gazpromneft, another non-debtor,
         in connection with the Russian Federation's tax auction.

     (E) Alternatively, whether the Bankruptcy Court erred in
         failing to abstain.

The Baker Botts legal team argues that the Bankruptcy Court had no
personal jurisdiction over Gazpromneft.  None of the facts
Konstantin A. Chuychenko, Gazprom's General Counsel, put before
Judge Clark were controverted.  Judge Clark's finding that the
bankruptcy court has personal jurisdiction was a mistake. Having
no personal jurisdiction over Gazpromneft, the TRO against it
should be vacated.

Gaspromneft tells Judge Atlas that comity, a venerable doctrine
with roots extending deep into this nation's historical
jurisprudence, favors the dismissal of the adversary proceeding.
Gazpromneft says that Judge Clark never considered this basic
principle that has guided the federal courts in the proper
exercise of their jurisdiction for nearly two centuries.

"Had the Bankruptcy Court not erred by failing to properly
consider comity, the Bankruptcy Court almost certainly would not
have issued the TRO," Mr. Kinzie argues.

Gazpromneft says that Yukos failed to meet its burden to establish
the four grounds necessary for a preliminary injunction taught by
the Fifth Circuit (likelihood of success, irreparable injury,
balancing of harm, and public interest).  Specifically, Mr. Kinzie
says, Yukos failed to establish that:

    (1) There is a substantial likelihood of success on the
        merits.  The propriety of Yukos' bankruptcy filing is in
        serious doubt, Gazpromneft argues, and won't withstand
        scrutiny if a motion to dismiss under 11 U.S.C. Sec.
        1112(b) comes before the Bankruptcy Court.  Case law is
        clear that debtors who "manufacture eligibility" to file
        are subject to dismissal for cause as bad faith filings.
        Yukos chapter 11 filing is flawed from the beginning and
        Yukos has no hope of completing a chapter 11
        restructuring.  There is no likelihood of success.

    (2) That issuing the TRO was in the public interest.
        Gazpromneft argues that the Bankruptcy Court erred in
        finding that the TRO did not disserve the public
        interest.  To the contrary, Gazpromneft says, there is an
        overriding public interest in protecting each sovereign
        nation's independent and sole jurisdiction to prescribe
        and enforce its own laws, in its own country, pertaining
        to its own citizens, in its own discretion.  This is
        especially true with regard to the enforcement of a
        nation's tax laws, a core function of any sovereign
        government.  By seeking to interfere with the Russian
        Federation's administration of its own tax laws here, the
        TRO violates these time-honored principles.  But the
        breadth of the TRO's potential harm does not end there.
        It also may impact foreign policy and raise reciprocity
        issues in any number of foreign countries, and taken to
        its logical extreme, sets a horrible precedent in which
        foreign taxpayers begin resorting to United States
        bankruptcy laws as a means to collaterally attack the tax
        collection practices of such taxpayer's native land.

The bankruptcy court held that it had bankruptcy subject matter
jurisdiction under 28 U.S.C. Sec. 1334 to enjoin Gazpromneft,
other potential bidders in the Russian government's tax auction,
and certain banks, which may loan money to potential bidders in
connection with the Russian tax auction.  Yet Section 1334 confers
no jurisdiction to enjoin potential lending transactions between
non-debtors in this manner, Mr. Kinzie tells Judge Atlas.  The
jurisdiction of a bankruptcy court "is grounded in and limited by
statute," citing Celotex Corp. v. Edwards, 514 U.S. 300, 307, 115
S. Ct. 1493, 1498 (1995).  The Bankruptcy Court's order to shut
down the Russian government's tax auction by enjoining foreign
bidders and their potential capital providers from appearing and
participating was wrong because the bankruptcy court has no
jurisdiction to disrupt lending transactions between non-debtors.
Any loans by and among Gazprom and the Lenders have no conceivable
affect on Yukos's bankruptcy estate.

Even if the Bankruptcy Court determined that it could properly
assert jurisdiction over Gazpromneft and the other Bidders and
Lenders, it should have abstained under the permissive abstention
provisions of 28 U.S.C. Sec. 1334(c)(l), Mr. Kinzie continues.
That section of the Judiciary Act is in place to preserve and
respect comity.  The Bankruptcy Court not only neglected to
consider comity principles, but also failed to consider the
interest of justice under the permissive abstention provision of
the United States Code.

"Even where a court technically might have power to assert
jurisdiction, sometimes the circumstances of the case may warrant
abstention," Mr. Kinzie says.  "This is one of those cases."

                      Saturday Night Ruling

Judge Atlas rejected Gazpromneft's arguments and orders that the
TRO will remain in place.  Gazpromneft is prohibited from
participating in the Dec. 19 auction and the Lenders are
prohibited from lending money to Gazpromneft to finance the
purchase.


YUKOS OIL: Yuganskneftegas Sold Sunday Afternoon for $9.35 Billion
------------------------------------------------------------------
The Russian Federal Property Fund auctioned Yukos' 76.8% equity
stake in Yuganskneftegas at 4:00 p.m. Sunday afternoon in Moscow.
The bidding started at $8.6 billion and ended with OOO
Baikalfinansgroup presenting the winning $9.35 billion bid
(RUR260.75 billion).

Nobody knows who OOO Baikalfinansgroup is who's financed its bid.
Baikal is the name of a lake in Siberia; Baikalfins' home office
is located in Tver in western Russia.  Some people speculate,
because of the large amount of money involved, that OAO
Surgutneftegaz is Baikalfins' financier.  Lukoil said Sunday that
it didn't participate in the auction.  Gazprom participated in the
auction despite the temporary restraining order entered by the
U.S. Bankruptcy Court in Houston prohibiting it from doing so.
Hugh Ray, Esq., at Andrews Kurth LLP, representing Gazprom's
lending consortium, says the banks subject to the TRO halted all
financing talks with Gazprom last week.

An estimated 200 reporters attended the auction.  The auction
lasted four minutes.

Judge Clark reviewed written reports from Dresdner Kleinwort
Wasserstein and J.P. Morgan plc entered into evidence during last
week's hearings before the U.S. Bankruptcy Court in Houston.
Those reports show that:

     -- DrKW values YNG between $18.6 billion and $21.1 billion,
        without consideration of the tax liabilities.  If DrKW
        were to assume that tax liabilities would be judicially
        upheld, in DrKWs opinion, the range of values would
        decrease to between US$14.7 billion and US$17.3 billion.

     -- JPM opines that YNG has a fair range of enterprise value
        between US$19.0 billion and US$25.0 billion, and a fair
        range of equity value between US$16.1 billion and US$22.1
        billion.

Menatep, Yukos' largest shareholder, says that its lawyers were
denied permission to observe the auction proceedings Sunday in
Moscow.  Menatep has vowed to sue the Russian Federation, the
winning bidder and any financial backers for more than $100
billion in damages in compensatory and punitive damages stemming
from the sale of YNG in a rigged auction process for less than
half its value.


YUKOS OIL: Wants Order Clarifying Stay Applies Worldwide
--------------------------------------------------------
To put what the U.S. Bankruptcy Code says into the form of a court
order that Yukos Oil Company and its lawyers can pass around, the
Debtor presents Judge Clark with an "Emergency Motion for Entry of
Order Pursuant to Sections 105, 106, 362 and 366 of the Bankruptcy
Code (a) Authorizing the Debtor to Operate its Business, and (b)
Implementing the Worldwide Automatic Stay."

Yukos asks Judge Clark to enter an order on an emergency basis
"enforcing the automatic stay pursuant to Sections 105, 106, 362
and 366 of the Bankruptcy Code against all persons, entities and
governmental units, including the Russian Federation, prohibiting
them from taking any actions in violation of the worldwide
automatic stay, including participation in the auction scheduled
for December 19, 2004, which seeks to sell the most valuable
property of the Debtor's bankruptcy estate."  If the automatic
stay is not immediately enforced against the Russian Federation
and the persons or entities that may participate in the auction,
the most valuable assets of the Debtor's bankruptcy estate will be
sold at a price significantly below market.  The Debtor's estate
will suffer complete, immediate and irreparable harm.

                        Stop the Auction

Yukos asks the Court to enforce the automatic stay that went into
place with respect to Yukos' assets worldwide when Yukos filed
this Chapter 11 bankruptcy case.  In particular, Yukos asks the
Court to enjoin the Russian Government from completing the sale of
the YNG Stock that is currently proposed at the Auction on
December 19, 2004, which, as described in the press, will likely
result in the sale of the stock of YNG to Gazprom at a price
significantly below market.  There may only be one real bidder at
this sale, the bids will start at $8.65 billion, and YNG's assets
are worth $20 billion or more.

To make this injunction meaningful, Zack A. Clement, Esq., at
Fulbright & Jaworski, LLP, says, Yukos also asks the Court to
enjoin Gazprom and any other persons that either have bid, or who
might bid, from participating in that Auction.  Finally, Yukos
asks the Bankruptcy Court to enjoin all international financial
institutions with operations in the United States, from financing
the bid of Gazprom, or any other person to purchase the assets of
Yukos.

                 The Debtor-in-Possession Concept

Section 1108 of the Bankruptcy Code authorizes a trustee to
operate the business and manage property of the estate in the
ordinary course of business.  Section 1107(a) of the Bankruptcy
Code provides that, with certain exceptions not relevant in
Yukos' case, a debtor-in-possession has all of the rights, powers,
and duties of a trustee in a case under Chapter 11.  Accordingly,
the Debtor is authorized under Sections 1107 and 1108 of the
Bankruptcy Code to operate its business and manage its properties
in the ordinary course of business, including transactions with
its vendors and creditors located in the United States and other
countries as well as intercompany transactions with its
approximately 200 active subsidiaries.

                       Send a Clear Message

The Debtor fears that parties unfamiliar with the United States
Bankruptcy Code may attempt to commence, or attempt to proceed
with litigation and other acts against the Debtor and property of
its bankruptcy estate despite the implementation of the automatic
stay.

The Debtor believes that it may be difficult to convince these
foreign creditors that their actions against the Debtor may
violate federal law, or that the Debtor is able to operate its
business merely by pointing out the existence of the automatic
stay.  Many of these foreign creditors may require tangible
evidence that the automatic stay has, in fact, been implemented
and that they are enjoined from collecting prepetition debts and
taking actions against the Debtor and its estate before they cease
those actions.

Accordingly, the Debtor asks the Court to enter an order pursuant
to 11 U.S.C. Sec. 105(a) that will serve to notify the parties
with whom the Debtor does business of the requirements of Section
362 of the Bankruptcy Code, including, but not limited to: (a)
that the Debtor is authorized to continue to operate its business
and to manage its properties; (b) that, in the course of those
operations, the Debtor has the power to enter into all
transactions (including obtaining services, supplies and
inventories) that it could have entered into in the ordinary
course of its business had there been no bankruptcy filing; and
(c) that suppliers and other parties may continue to engage in
transactions with the Debtor in the ordinary course of business in
the same manner and on the same terms and conditions as they did
before the filing.

The Debtor also requests that the order provide notice to all
applicable courts of competent jurisdiction to take all
appropriate measures required to enforce and recognize its
Chapter 11 case, including, but not limited to, application of the
automatic stay and all other orders entered in its Chapter 11 case
in the relevant jurisdictions.

                    American Bankruptcy Basics

The injunction contained in Section 362 of the Bankruptcy Code is
self-executing.  It constitutes a fundamental debtor protection
which, in combination with the other provisions of the Bankruptcy
Code, provides the Debtor with the "breathing spell" that is
essential to the Debtor's ability to reorganize successfully.
See, e.g., Variable-Parameter Fixture Dev. Corp. v. Morpheus
Lights, Inc., 945 F. Supp. 603, 606 (S.D.N.Y. 1996) ("[Section]
362 is meant to give 'the debtor a breathing spell from his
creditors [and] . . . permit [ ] the debtor to attempt a repayment
or reorganization plan.'").  This protection was extended to
protect a debtor's property wherever it is located and by whomever
it is held.  See, e.g., Underwood v. Milliard (In re Rimsat,
Ltd.), 98 F.3d 956, 961 (7th Cir. 1996) (bankruptcy court's in
rein jurisdiction over property of the estate permits injunctions
against foreign proceedings pursuant to the automatic stay).  The
automatic stay under Section 362(a) of the Bankruptcy
Code prohibits the commencement or continuation of any
prepetition action.  Section 541(a) of the Bankruptcy Code defines
"property of the estate," as "all legal or equitable interests of
the debtor in property as of the commencement of the case" both
"wherever located and by whomever held."  Section 106(a) of the
Bankruptcy Code abrogates sovereign immunity.

                        Sovereign Immunity

The Debtors point Judge Clark to Tuli v. Republic of Iraq (In re
Tuli), 112 F.3d 707, 711 (9th Cir. 1999), where the Ninth Circuit
Court of Appeals addressed the issue of whether Iraq had sovereign
immunity from a Bankruptcy Court order under the Foreign Sovereign
Immunity Act, 28 U.S.C. Sec. 1602, et seq.  In that case, the
debtor sued the Republic of Iraq for turnover of property that the
government had illegally confiscated.  The Ninth Circuit found
that since the enactment of 11 U.S.C. Sec. 106, foreign states can
no longer assert sovereign immunity from liability for certain
actions under the Bankruptcy Code, including adversary proceeding
complaints brought pursuant to Section 542 of the Bankruptcy Code.
Id. at 711.  The court noted that Section 106 of the Bankruptcy
Code abrogates sovereign immunity as to a "governmental unit,"
which the Bankruptcy Code specifically defines to include a
foreign state or other foreign or domestic government. Id. at 712
(citing 11 U.S.C. Secs. 101(27) and 106(a)(l)).

                     Other Courts Have Done It

Although the automatic stay arises by operation of law, the
Debtor believes that a court order is necessary to ensure that all
creditors, including the ministries of the Russian Government,
timely comply with the stay.  The Debtor notes that other
bankruptcy courts have issued similar orders in In re UAL Corp.,
et al, Case No. 02-B-48191 (Bankr. N.D. 111. December 11, 2002);
In re Comdisco, Inc., et al., Case No. 01 B 24795 (Bankr. N.D.
111. July 17, 2001) (entering an order implementing the automatic
stay); In re Trans World Airlines, Inc., et. al., Case No. 01-
00056 (Bankr. D. Del. Jan. 10, 2001) (same); In re Trans World
Airlines, Inc., Case No. 95-43748-399 (Bankr. E.D. Mo. June 30,
1995) (same); In re Pan Am Corp., et al, Case No. 91 B 10080
through 91 B 10087 (Bankr. S.D.N.Y. Jan. 8, 1991) (same).

Headquartered in Houston, Texas, Yukos Oil Company --
http://www.yukos.com/-- 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.  (Yukos Bankruptcy News, Issue No. 1; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


YUKOS OIL: Tries to Force Russia Into Arbitration Proceeding
------------------------------------------------------------
Yukos Oil Company asks the U.S. Bankruptcy Court to compel the
Russian Federation to participate in an arbitration proceeding
designed to bring an end to what Yukos calls "the Russian
Government's vicious and unprecedented campaign of illegal and
discriminatory taxes, confiscations, arrests, and intimidation."

                 Russian Foreign Investment Law

In July 1999, the Russian Federation adopted a new Federal Law on
Foreign Investment in the Russian Federation in order to attract
and encourage foreign investment on its territory.

According to its preamble: "This Federal Law determines the basic
guarantees of foreign investors' rights to the investments, and to
the income and profits obtained from such investments, and the
terms of business activities of foreign investors in the Russian
Federation."  The legislation's preamble declares its purposes to
be: "attracting foreign material and financial resources, advanced
engineering and technologies, managerial experience and efficient
application thereof in the economy of the Russian Federation, and
ensuring that the legal regime of foreign investments is in
compliance with the norms of international law and the
international practice of investment co-operation."

An 18-page English translation of the Russian Foreign Investment
Law provided by the International Centre for the Settlement of
Investment Disputes of The World Bank is available at no charge
at:

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

C. Mark Baker, Esq., at Fulbright & Jaworski L.L.P., tells Judge
Clark that Yukos is protected by the investment guarantees set
forth in the Russian Foreign Investment Law because foreign
investors own at least 10% of Yukos' capital stock and because
Yukos reinvests its income and profits in oil production and
related activities on the territory of the Russian Federation.
Article 4(5) expressly provides: "A foreign investor or a
commercial organization established in the Russian Federation in
which a foreign investor[s] own[] at least 10 percent of the
charter (joint stock) capital of such organization while
reinvesting shall be entitled to the full legal protection,
guarantees and privileges provided by this Federal Law."  The
ownership of Yukos' capital stock by foreign investors far exceeds
the 10% minimum requirement.

Under the Russian Foreign Investment Law, Mr. Baker relates, the
Russian Federation guaranteed Yukos five basic rights:

     (1) protection from discriminatory treatment under the legal
         regimes governing investment (Article 4(1));

     (2) full and unconditional protection of its rights and
         interests, together with the right to receive
         compensation for damages inflicted as a result of
         illegal actions (or failure to act) of governmental
         authorities (Article 5(l)-(2));

     (3) protection of property from forced seizure, including
         nationalization and requisition, without compensation
         for the value of the property and other damages
         (Article 8(l)-(2));

     (4) protection from unfavorable changes in existing federal
         laws and other normative acts that change the rate of
         federal taxes (excluding excise tax and value added tax
         on goods), or that result in the increase of the
         cumulative tax burden on activity aimed at
         implementation of priority investment projects
         (Article 9); and

     (5) the right to reinvest, remit abroad, or otherwise fully
         dispose of the proceeds of its investments or business
         activities (Article 11).

Under Russian law, the Russian Federation also was obliged to
treat Yukos, its investments, and business activities in good
faith.  It hasn't.

                 The Russian Federation's Failures

In the course of its unrelenting attacks on Yukos, Mr. Baker
argues, the Russian Federation has violated each of these
fundamental investment protections and guarantees.  It has also
breached its obligations under international law, including the
obligation not to treat Yukos, its investments or business
activities discriminatorily, unfairly, inequitably, arbitrarily or
capriciously; not to deny Yukos justice; not to expropriate or
confiscate Yukos' property, or interests in property; and to grant
full protection and security to Yukos, its investments and
business activities.

Article 4(1) requires: "The legal regime governing investment
activities of a foreign investor and use of profits obtained from
such investments may not be less favorable than the legal regime
governing the investment activities and use of profits obtained
from such investments established for Russian investors, with the
exceptions established by federal laws."  As interpreted and
applied by Russian governmental authorities, the legal regime
governing reinvestment activities of Yukos in the Russian
Federation -- specifically, the tax regime and its enforcement
mechanisms -- is brutally discriminatory and, indeed,
confiscatory, depriving Yukos of revenues and profits, strangling
its ability to operate and conduct business, and destroying
shareholder value.

Under Article 5(1), the Russian Federation expressly guaranteed
Yukos the "full and unconditional protection of its rights and
interests in the Russian Federation which are provided by this
Federal Law, other federal laws and normative acts of the Russian
Federation and by international treaties of the Russian
Federation."  Under Article 5(2), Yukos "shall have the right to
receive compensation for damages inflicted on it as a result of
illegal actions (failure to act) of any governmental or local
authorities or any officer of such authorities."  Based on these
protections and guarantees, Yukos is entitled to full compensation
in monetary damages from the Russian Federation for the
destruction of its value as a commercial organization by
governmental authorities.

Article 3 of the Russian Foreign Investment Law recognizes that
international treaties are part of the legal regulation of foreign
investments.  The general rules governing the status of
international treaties in the Russian Federation are provided in
Article 15(4) of the 1993 Russian Constitution and Article 5(1) of
the 1995 Federal Law on International Treaties of the Russian
Federation, which both provide: "International treaties of the
Russian Federation shall, together with generally-recognized
principles and norms of international law, be an integral part of
its legal system in accordance with the Constitution of the
Russian Federation."

In Article 8(1), the Russian Federation also promised that "[t]he
property of a foreign investor or an organization with foreign
investments shall not be subject to forced seizure, including
nationalization and requisition," except on grounds established by
federal laws and treaties.  Under Article 8(2), Yukos must be
compensated for the value of requisitioned property and in the
event of nationalization must be compensated for the value of the
property and other damages.  The illegal manipulation and misuse
of the tax system, tax authorities, and courts by the Russian
government in order to take control of the assets of Yukos,
including court orders expressly authorizing the seizure of all of
Yukos' revenues, violate this prohibition against forced seizure.
Furthermore, to the extent governmental authorities subject the
assets of Yukos to the forced sale to state enterprises at prices
far below their fair value, the Russian Federation violates its
obligation not to nationalize property without full compensation.

The Russian Federation has also breached its obligations to
guarantee against unfavorable changes in the tax regime applicable
to Yukos.  The illegal acts of the Russian government, in
manipulating, misusing, and reinventing the Russian tax laws,
violate its stability obligation under Article 9, radically
changing the tax regime under which Yukos undertook its activities
and investments to Yukos' immense disadvantage.  The Russian
Federation's failure to maintain the stability of the tax regime
violates Article 9 and, accordingly, its obligation under Article
5(1) to accord Yukos the full and unconditional protection of its
rights and interests provided by the Russian Foreign Investment
Law.  Under Article 5(2), Yukos has the express right to receive
compensation for damages inflicted on it as a result of these
illegal actions.

Pursuant to Article 11, subject to the payment of all legally
permissible taxes, the Russian Federation guaranteed Yukos "the
right to use its income and profits for reinvestment in the
Russian Federation . . . or to apply it for any other purposes
which are not in conflict with the laws of the Russian
Federation, and to transfer outside of the Russian Federation
without limitation such income and profits and other foreign
currency legally received in connection with its prior
investments."  By imposing or permitting the imposition of illegal
and impermissible taxes against Yukos, and ordering the seizure of
its revenues, the Russian Federation has breached the above
guarantees.  It has impaired Yukos' ability to reinvest, or
otherwise fully dispose of, its profits and dividends.  The
Russian Federation has also violated its obligation to allow the
unrestricted transfer abroad by Yukos of the proceeds of its
investment and business activities in the territory of the
Russian Federation, including "income from investments in the form
of profits, dividends or any other income," "moneys received under
contractual or any other obligations," "moneys received from the
liquidation [of Yukos, any of its affiliates, or assets], or the
disposal of investment assets, property rights and exclusive
intellectual property rights."

                International Arbitration Required

Article 10 of the Russian Foreign Investment Law sets forth the
Russian Federation's "Guarantee of Proper Settlement of Disputes
Related to Investment and Business Activities of Foreign
Investments in the Russian Federation."  The Russian Federation's
consent to international arbitration is provided in Article 10, as
follows: "Any dispute involving a foreign investor and related to
the investment and business activities of such investor in the
Russian Federation shall be settled in compliance with the
international treaties of the Russian Federation and federal laws
in a court, an arbitration court, or international arbitration
(arbitration tribunal)."  There are no limitations on the scope of
the Russian Federation's consent to arbitration.  Moreover, by its
terms, Article 10 does not require any additional agreement for
the Russian Federation's consent to be operative.  Under the
Russian Foreign Investment Law, Yukos is guaranteed the same
investment protections, including those provided in Article 10, as
a foreign investor, based on its significant percentage of foreign
ownership.

Yukos says it is entitled to submit its investment disputes with
the Russian Federation to international arbitration.

With the Russian Federation's consent in Article 10 of the
Russian Foreign Investment Law to submit investment disputes to
international arbitration, all that is required is the investor's
acceptance of the offer to arbitrate.  That an offer to submit
investment disputes to international arbitration, which is set
forth in a national investment law, can be accepted by a notice of
arbitration is now widely recognized.  Leading commentators on the
law and practice of international commercial arbitration recently
noted:

     Investment arbitrations are frequently based on provisions
     in national investment laws or international treaties by
     which the state agrees generally to arbitrate investment
     disputes.  These provisions constitute a unilateral standing
     offer to the public to submit to arbitration with any party
     fulfilling the requirements.  The offer is accepted by the
     investor when it initiates arbitration proceedings against
     the state.

Julian D. M. Lew, et al, COMPARATIVE INTERNATIONAL COMMERCIAL
ARBITRATION f 28-12 (2003).  See also Tradex Hellas v. Albania,
Decision on Jurisdiction, 24 December 1996, 14 ICSID Rev. -
F.I.L.J. 161, 187 (1999) (stating that "it can now be considered
as established and not requiring further reasoning that [a state's
consent to arbitrate] can also be effected unilaterally by a
Contracting State in its national laws the consent becoming
effective at the latest if and when the foreign investor files its
claim with ICSID making use of the respective national law."); SPP
v. Arab Republic of Egypt, Decision on Jurisdiction 1, November
27, 1985, 3 ICSID Rep. 112, 114-15 (1995) (ruling in favor of
arbitral tribunal's jurisdiction based on consent to arbitrate
contained in Egypt's Law No. 43 of 1974 Concerning the Investment
of Arab and Foreign Funds and the Free Zone, pursuant to which the
investor was provided with several options for settling its
disputes with the Egyptian Government).

Based on the Russian Federation's consent, Yukos sent a Notice of
Arbitration to the Russian Federation on December 14, 2004, giving
Yukos' assent in writing to arbitrate its claims concerning the
Russian Federation's breach of its investment obligations under
the Russian Foreign Investment Law and International Law.

A full-text copy of Yukos' 26-page Arbitration Notice is available
at no charge at:

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

                        Forcing Arbitration

The great favor and deference federal law gives to recognizing and
enforcing arbitration agreements has become enshrined in American
arbitration jurisprudence, Mr. Baker tells Judge Clark, directing
her attention to Dean Witter Reynolds, Inc. v. Byrd, 470 U.S. 213,
217-18, 105 S. Ct. 1238, 1240-41, 84 L. Ed. 2d 158 (1985); Moses
H. Cone Mem. Hasp. v. Mercury Constr. Corp., 460 U.S. 1, 24-25,
103 S. Ct. 927, 941-42, 74 L. Ed. 2d 765 (1983).  Indeed, Mr.
Baker continues, the United States Fifth Circuit Court of Appeals,
while reviewing a bankruptcy court's decision not to order
arbitration, recognized that "in the absence of an inherent
conflict with the purpose of another federal statute [i.e., the
Bankruptcy Code], the Federal Arbitration Act mandates enforcement
of contractual arbitration provisions. . . ."  In re National
Gypsum Co., 118 F.3d 1056, 1067 (5th Cir. 1997) (citing
Shearson/American Express, Inc. v. McMahon, 482 U.S. 220, 237-38
(1989)).  This support for recognition and enforcement of arbitral
agreements "applies with special force in the field of
international commerce." Mitsubishi Motors Corp. v. Soler
Chrysler-Plymouth, Inc., 473 U.S. 614, 631, 105 S. Ct. 3346,
3353, 87 L. Ed. 2d 444 (1985); see also Pennzoil Expl. & Prod. Co.
v. Ramco Energy Ltd., 139F.3d 1061, 1065 (5th Cir. 1998).

Enforcement of arbitration agreements touching on international
commercial matters is governed by the New York Convention, as
implemented by Chapter 2 of the FAA, 9 U.S.C. Secs. 201-208
(2000).  The strong policy favoring enforcement of agreements
falling under the New York Convention is necessary to prevent the
frustration of "the orderliness and predictability essential to
any international business transaction." Vimar Seguros y
Reaseguros, S.A. v. M/V Sky Reefer, 515 U.S. 528, 538, 115 S. Ct.
2322, 2329, 132 L. Ed. 2d 462 (1995), quoting Scherkv. Alberto-
Culver Co., 417 U.S. 506, 516, 94 S. Ct. 2449, 2456, 41 L. Ed. 2d
270 (1974).

Article 11(1) of the New York Convention requires each
Contracting State to recognize an agreement in writing to
arbitrate disputes, and Article 11(3) requires the court of a
Contracting State, when seized of an action in a matter in respect
of which the parties have made an agreement to arbitrate, to refer
the parties to arbitration.  Section 206 of the FAA implements
this treaty requirement by providing that "[a] court having
jurisdiction under this chapter may direct that arbitration be
held in accordance with the agreement at any place therein
provided for, whether that place is within or without the United
States."

United States courts have determined that they can direct parties
to arbitration under this provision when the parties have
designated the place of arbitration in their agreement to
arbitrate.  See, e.g., Jain v. de Mere, 51 F.3d 686, 689 (7th
Cir. 1995).  When the parties have not designated the place of
arbitration, pursuant to Section 208, the courts default to the
provisions of Chapter 1 of the FAA and rely on Section 4 to compel
arbitration. See, e.g., id.; Bauhinia Corp. v. China National
Mach. & Equip. Import & Export Corp., 819 F.2d 247, 250 (9th Cir.
1987).  Under Section 4, the arbitration hearing and proceedings
shall be held within the district in which the petition for an
order directing arbitration is filed. See Jain v. de Mere, 51 F.3d
686, 690 (7th Cir. 1995).

                       Houston's the Place

Yukos asks the Court to recognize the agreement in writing to
arbitrate set out in Article 10 of the Russian Foreign Investment
Laws and Yukos' Notice of Arbitration and direct the parties to
arbitration.  Because Article 10 of the Russian Foreign
Investment Law does not specify the place of international
arbitration, Yukos asks the Court to compel arbitration in
Houston, Texas, the principal city within the Southern District of
Texas and, appropriately, the center of the international oil and
gas industry.

Yukos says that because the Russian Government has over many
months used, manipulated, and abused its court system in its
efforts to destroy Yukos, there is absolutely no reason to believe
that the Russian Government would abandon its destructive campaign
to participate in the fair resolution of Yukos' investment claims
before an impartial and independent international arbitral
tribunal, and every reason to believe that it would not.  For
Yukos to make a request to arbitrate to the Russian Government
without immediately thereafter applying to the U.S. Bankruptcy
Court to compel arbitration would not only be a futile act, but
would only ensure that the Russian Government, which has
repeatedly shown its utter contempt for the rule of law in the
course of attacks on Yukos, would again manipulate its courts in
an attempt to prevent Yukos from pursuing its rights under Article
10 of the Russian Foreign Investment Law to arbitrate its claims
and from enforcing its right to arbitration under the New York
Convention.  Under the extreme circumstances of its case, Yukos
insists that there is no doubt that it is an "aggrieved party" in
every sense of the word, including for purposes of recourse to
arbitration under the New York Convention and the FAA.

Yukos also asks the Bankruptcy Court to name the individual who
should serve as the arbitrator, without offering any candidates.

Headquartered in Houston, Texas, Yukos Oil Company --
http://www.yukos.com/-- 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.  (Yukos Bankruptcy News, Issue No. 1; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


Z-TEL TECH: Increases Year-End Guidance for Retail Lines
--------------------------------------------------------
Z-Tel Technologies, Inc. (NASDAQ/SC: ZTLDC), parent company of Z-
Tel Communications, Inc., a leading provider of enhanced wireline
and broadband telecommunications services, reported that its
active consumer bundled service line count now exceeds 183,000,
while active business line count is roughly 47,000, bringing its
total bundled service line count to about 230,000.

Z-Tel's consumer line count had been in a relatively constant
state of decline since mid-2003 when the count had reached a high
of roughly 260,000 active retail consumer lines.  In a shift of
focus related to regulatory setbacks, the company had elected to
allow the legacy consumer business to attrit.  Consumer lines
reached a low of just over 161,000 lines in late October 2004.

In early September management elected to change the company's
stance with respect to its legacy consumer business.  Trey Davis,
Z-Tel's chief executive officer stated, "Instead of continuing to
allow our traditional consumer business to remain in a continual
state of decline, we are reinvesting in what we believe is still a
profitable business unit.  Our consumer business still generates
very healthy gross margins and contribution margins.  We are very
pleased that we have achieved such a healthy rate of incremental
growth over such a short period of time.  These results are
consistent with our dual track approach of investing in UNE-P
(unbundled network elements platform) based services and deploying
facilities where it makes sense."  The company recently announced
that it had deployed an Internet protocol -- IP -- network in
Tampa, Florida and planned to complete deployment of a network in
New York City by mid-January.

Mr. Davis continued, "We previously announced year end line count
guidance of 225,000 total bundled service lines.  Given the
current success that we are experiencing, we now anticipate that
we will easily eclipse 230,000 active retail lines at year end.
We are also comfortable that our credit exposure and back office
support cost for our new customers is in line with our
expectations.  As an additional benefit, most of the incremental
growth that we are experiencing is in the markets in which we plan
to install our own facilities over the coming quarters.  This
would allow us, at our discretion, to convert lines from the
traditional UNE-P to a facilities platform, when and if it becomes
economically attractive to do so."

Mr. Davis concluded, "We will continue investing in growing
consumer and business lines through 2005.  We are funding this
additional marketing investment partially from the corporate cost
realignment that we have been in the process of implementing for
just over three months now.  Despite this increased sales cost, we
continue to feel very comfortable with our fourth quarter EBITDA
(earnings before interest, taxes, depreciation and amortization)
target of $2.5 million."

Consistent with Securities and Exchange and Commission's
Regulation G, the following table provides a reconciliation of
EBITDA to the Generally Accepted Accounting Principles -- GAAP --
measure of net income.  EBITDA is not a measure under GAAP, is not
meant to be a replacement for GAAP and should not be considered as
an alternative to net income as a measure of performance or to
cash flows as a measure of liquidity.  We have included EBITDA
data to assist in understanding our operating results.  EBITDA is
a measure commonly used in the telecommunications industry, and
many securities analysts use EBITDA as a way of evaluating our
financial performance.

                        About the Company

Z-Tel offers consumers and businesses nationwide enhanced wire
line and broadband telecommunications services. All Z-Tel products
include proprietary services, such as Web-accessible, voice-
activated calling and messaging features that are designed to meet
customers' communications needs intelligently and intuitively. Z-
Tel is a member of the Cisco Powered Network Program and makes its
services available on a wholesale basis to other communications
and utility companies, including Sprint. Z-Tel has previously
announced its intention to change its name to Trinsic, Inc.
effective as of the close of business on January 3, 2005. Its new
NASDAQ trading symbol will be TRIN.  For more information about Z-
Tel and its innovative services, please visit http://www.ztel.com/

At Sept. 30, 2004, Z-Tel Technologies' balance sheet showed a
$166,227,000 stockholders' deficit, compared to a $131,019,000
deficit at December 31, 2003.


* BOND PRICING: For the week of December 20 - December 24, 2004
--------------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21    22
Adelphia Comm.                         6.000%  02/15/06    22
AMR Corp.                              9.000%  09/15/16    73
AMR Corp.                             10.200%  03/15/20    68
Applied Extrusion                     10.750%  07/01/11    59
Armstrong World                        6.350%  08/15/03    72
Atlantic Coast                         6.000%  02/15/34    44
Bank New England                       8.750%  04/01/99    17
Burlington Northern                    3.200%  01/01/45    59
Calpine Corp.                          7.750%  04/15/09    72
Calpine Corp.                          8.500%  02/15/11    73
Calpine Corp.                          8.625%  08/15/10    72
Comcast Corp.                          2.000%  10/15/29    45
Delta Air Lines                        7.900%  12/15/09    63
Delta Air Lines                        8.000%  06/03/23    67
Delta Air Lines                        8.300%  12/15/29    49
Delta Air Lines                        9.000%  05/15/16    53
Delta Air Lines                        9.250%  03/15/22    50
Delta Air Lines                        9.750%  05/15/21    51
Delta Air Lines                       10.000%  08/15/08    74
Delta Air Lines                       10.125%  05/15/10    62
Delta Air Lines                       10.375%  02/01/11    62
Dobson Comm. Corp.                     8.875%  10/01/13    70
Falcon Products                       11.375%  06/15/09    43
Federal-Mogul Co.                      7.500%  01/15/09    32
Finova Group                           7.500%  11/15/09    50
Iridium LLC/CAP                       14.000%  07/15/05    18
Inland Fiber                           9.625%  11/15/07    41
Kaiser Aluminum & Chem.               12.750%  02/01/03    21
Lehmann Bros. Hldg.                    6.000%  05/25/05    64
Level 3 Comm. Inc.                     2.875%  07/15/10    71
Level 3 Comm. Inc.                     6.000%  09/15/09    61
Level 3 Comm. Inc.                     6.000%  03/15/10    59
Liberty Media                          3.750%  02/15/30    68
Liberty Media                          4.000%  11/15/29    73
Mirant Corp.                           2.500%  06/15/21    70
Mirant Corp.                           5.750%  07/15/07    71
Mississippi Chem.                      7.250%  11/15/17    75
Northern Pacific Railway               3.000%  01/01/47    57
Nutritional Src.                      10.125%  08/01/09    67
Oglebay Norton                        10.000%  02/01/09    75
O'Sullivan Ind.                       13.375%  10/15/09    42
Pegasus Satellite                     12.375%  08/01/06    65
Pegasus Satellite                     13.500%  03/01/07     1
Pen Holdings Inc.                      9.875%  06/15/08    54
Primus Telecom                         3.750%  03/01/07     1
RCN Corp.                             10.000%  10/15/07    60
RCN Corp.                             10.125%  01/15/10    62
RCN Corp.                             11.125%  10/15/07    61
Reliance Group Holdings                9.000%  11/15/00    26
RJ Tower Corp.                        12.000%  06/01/13    75
Syratech Corp.                        11.000%  04/15/07    47
Trico Marine Service                   8.875%  05/15/12    63
Tower Automotive                       5.750%  05/15/24    60
United Air Lines                       9.125%  01/15/12     5
United Air Lines                      10.670%  05/01/04     8
Univ. Health Services                  0.426%  06/23/20    60
Westpoint Stevens                      7.875%  06/15/08     0
Zurich Reinsurance                     7.125%  10/15/23    62

                         *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
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are not intended to reflect actual trades.  Prices for actual
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For copies of court documents filed in the District of Delaware,
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                          *********

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
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                *** End of Transmission ***