TCR_Public/041221.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Tuesday, December 21, 2004, Vol. 8, No. 281

                          Headlines

127 RESTAURANT: Wants to Sell Assets to MARC for $780,000
AIRTRAN HOLDINGS: S&P Affirms 'B-' Corporate Credit Rating
ANALYTICAL SURVEYS: Elects E. Gistaro & L. Jones as Board Members
ASSET SECURITIZATION: Fitch Junks $33.516 Million Debt Rating
ATA AIRLINES: Asks Court to Compel GE Engine to Release 3 Engines

BALLY TOTAL: Names Eric Langshur to Board of Directors
BICO INC: Bankruptcy Court Formally Closes Chapter 11 Petition
BUFFALO MOLDED: U.S. Trustee Picks 11-Member Creditors Committee
BUFFALO MOLDED: Leech Tishman Approved as Committee Counsel
CALDWELL/VSR INC: Case Summary & 20 Largest Unsecured Creditors

COGECO CABLE: S&P Affirms 'BB+' Corporate Credit Rating
COLONIAL ADVISORY: Fitch Keeps Class B & C Debt Ratings at Low-C
CONGOLEUM: Inks Pact Increasing Congress DIP Loan to $7 Million
CONGRESS STREET: Case Summary & 18 Largest Unsecured Creditors
COOPER COS.: Fiscal Year Revenue Up 19% to $490.2 Million

CORNERSTONE PROPANE: Successfully Emerges from Chapter 11
CREDIT SUISSE: Fitch's $8-Mil Mortgage Cert. Rating Tumbles to 'D'
CWMBS INC: Fitch Junks Ratings on Two Mortgage Certificate Classes
DEAN FOODS: Moody's Affirms Ba1 Sr. Implied & Long-Term Ratings
DI GIORGIO: S&P Lowers Corporate Credit Rating to 'B' from 'B+'

EMERALD INVESTMENT: Fitch Junks $20.9 Mil. Pref. Shares Rating
ENERGY PARTNERS: Moody's Puts B2 Rating on Sr. Unsecured Notes
EXODUS COMMS: Malpractice Claims Against E&Y Go To Arbitration
FLEMING COS: Trust Wants to Make Initial Stock Distribution
GALEY & LORD: Court Converts Chapter 11 Case to Chapter 7

HOME INTERIORS: Moody's Cuts Sr. Issuer Rating to Caa1 from B3
INSIGHT COMMS: Moody's Places Caa2 Rating on Sr. Unsecured Notes
INTERPOOL INC: Moody's Reviews Ratings for Possible Upgrade
KMART CORP: Key Documents Regarding Sears Roebuck Merger Deal
KNOWLEDGE LEARNING: Moody's Puts B2 Rating on Credit Facility

L.J.R. MEYERS: Case Summary & 26 Largest Unsecured Creditors
LIONEL CORP: Judge Lifland Okays $60 Million DIP Financing
MARINER HEALTHCARE: Moody's Holds 'B' Ratings After Acquisition
MIRANT: Court Approves Avista Purchase of Coyote Springs Stations
MAGNETITE ASSET: Fitch Puts Low-B Ratings on Classes D & E
MORTGAGE CAPITAL: $3.8 Mil. Mortgage Cert. Rating Tumbles to 'D'

MURRAY INC: Briggs & Stratton Board OKs $150 Million Acquisition
NETWORK INSTALLATION: Former Pac Tel CEO Joins Advisory Board
PCA INTERNATIONAL: S&P Junks Unsec. Debt Rating to CCC+ from B-
PERRY ELLIS: S&P Affirms 'B+' Corporate Credit Rating
POSSIBLE DREAMS: Court Approves Security Capital Settlement Pact

PUTNAM CBO: Fitch Keeps Junk Rating on $75.8 Million Senior Notes
RELIANCE GROUP: Liquidator Wants Court Nod on Lloyd's Commutation
ROBERDS, INC.: Has Until April 13 to File a Chapter 11 Plan
ROCHESTER HOUSING: S&P Cuts $4.2M Bond Rating to 'B+' from 'BB'
SALOMON BROTHERS: S&P Hacks Class F-DS Certificate Rating to 'B'
SAN LUIS: Section 341(a) Meeting Slated for January 20

SAN LUIS: Hires Bennington Johnson & Rubner Padjen for Legal Work
SENIOR LIVING: Zurich Settles "Partner" Claims for $47.5 Million
SEROLOGICALS CORP: S&P Affirms Low-B Ratings & Positive Outlook
SOLUTIA INC: St. Clair County Wants to Collect Ad Valorem Taxes
ST. LOUIS: Moody's Affirms B3 Rating on Senior Revenue Bonds

THE BRICKMAN GROUP: S&P Affirms Low-B Rating & Stable Outlook
THE MIIX GROUP: Files for Chapter 11 Protection in Delaware
THE MIIX GROUP INC: Case Summary & 31 Largest Unsecured Creditors
THERMADYNE HOLDINGS: David Dyckman Replaces James Tate as CFO
THINK AGAIN: Files for Chapter 11 Protection in E.D. Tennessee

TODD MCFARLANE: Case Summary & 18 Largest Unsecured Creditors
TRICO MARINE: Nasdaq Delists Common Stock from Trading
UAL CORP: Court Permits Panel to Intervene in Adversary Proceeding
UNITED HOSPITAL: Look for Bankruptcy Schedules on Feb. 1
UNITED HOSPITAL: Wants to Hire Stroock & Stroock as Bankr. Counsel

US AIRWAYS: Retiree Committee Retains Alvarez as Advisors
WELLS FARGO: Fitch Assigns Low-B Ratings on Classes B-4 & B-5
WELLS FARGO: Fitch Puts Low-B Ratings on Two Private Classes
WESCO DISTRIBUTION: S&P Raises Corp. Debt Rating to BB- from B+
WINDHAM MILLS: Case Summary & 20 Largest Unsecured Creditors

YUKOS OIL: Will Seek Damages Against Parties Participating in Sale
YUKOS OIL: Says It'll Pursue All Options Available After Auction
YUKOS OIL: Wants to Maintain Existing Bank Accounts
YUKOS OIL: Wants Investment & Deposit Guidelines Waived

* Alvarez & Marsal Welcomes John D. Schissler as Director
* King & Spalding Elects Three Partners to Policy Committee

* Large Companies with Insolvent Balance Sheets

                          *********

127 RESTAURANT: Wants to Sell Assets to MARC for $780,000
---------------------------------------------------------
127 Restaurant Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to sell substantially all of their assets to MARC of
New York, LLC, for $780,000 subject to better and higher offers.

The Debtors are convinced that a sale of their assets will to
maximize the value of their estates.  The Debtors are also assured
that MARC intends to continue the operation of Le Madri Restaurant
securing jobs for many of its employees.

Headquartered in New York, New York, 127 Restaurant Corp.,
operates a restaurant.  The Company along with its debtor-
affiliates filed for chapter 11 protection on Aug. 27, 2003
(Bankr. S.D.N.Y. Case No. 03-15359).  Joshua Joseph Angel, Esq.,
at Angel & Frankel, PC., represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $2,710,160 in total assets and
$12,906,360 in total debts.


AIRTRAN HOLDINGS: S&P Affirms 'B-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on AirTran
Holdings Inc. to stable from negative.  At the same time, the 'B-'
corporate credit rating was affirmed.

The outlook revision follows AirTran Airways Inc.'s unsuccessful
$90 million bid for certain of bankrupt ATA Airlines Inc.'s
assets.

"Standard & Poor's had prior concerns regarding ATA's planned
growth strategy at Chicago's Midway Airport and the potential
negative effect on its liquidity if it were to have acquired the
leasehold on ATA's 14 gates there," said Standard & Poor's credit
analyst Betsy Snyder.  "With Southwest Airlines Company being
chosen as the winning bidder, that concern no longer exists."

The ratings on AirTran Holdings Inc. reflect the company's modest
competitive position within the U.S. airline industry, and a
relatively weak, although somewhat improved, financial profile
over the past two years.  Its major operating subsidiary is
AirTran Airways Inc., which operates primarily at its hub at
Atlanta.  

However, Atlanta is also Delta Air Lines Inc.'s major hub and
Delta has competed aggressively against AirTran there. Since 1999,
AirTran has been upgrading its fleet, adding new Boeing 717
aircraft, which has aided its operating costs and reduced the
average age of its fleet to around three years from 25.  In
addition, the company began to take delivery of Boeing 737-700's
in June 2004, allowing it to fly more long-haul routes and helping
it maintain its already relatively low unit operating costs in the
mid-8-cent range.

Through the first half of 2004, AirTran had been one of only a few
U.S. airlines to have achieved profitability since 2002. Its low
costs enabled it to attain profitability even in a weak industry
pricing environment, in which the larger airlines were forced to
match the fares offered by the low fare airlines, including
AirTran.  

However, in the third quarter of 2004, the company reported a loss
of $9.8 million, due in large part to the negative effect of four
hurricanes in Florida, which accounts for approximately 50% of its
business. AirTran's earnings will likely continue to be negatively
affected over the next few quarters by the ongoing weak fare
environment and high fuel prices.

Despite improved earnings through the first half of 2004,
AirTran's credit ratios are still relatively weak, due to
substantial operating leases used to finance most aircraft
deliveries.  The ongoing weakness in earnings is not expected to
affect its credit ratios materially. However, any significant
improvement will be constrained by a growing operating
lease burden as the company continues to add to its fleet.

Although AirTran's earnings are expected to remain under pressure
over the intermediate term, the effect on its credit ratios is
anticipated to be modest.  Its financial profile will continue to
be aided by modest debt maturities and fairly good liquidity for
its rating.


ANALYTICAL SURVEYS: Elects E. Gistaro & L. Jones as Board Members
-----------------------------------------------------------------
Analytical Surveys, Inc.'s (Nasdaq: ANLT) Board of Directors
elected Edward P. Gistaro and Lori Jones as members of the board.  
The Company disclosed that Mr. Christopher Dean and Mr.
Christopher Illick resigned from the Board, effective Dec. 15,
2004.

The Company also disclosed that its independent auditors, Pannell
Kerr Forster of Texas, P.C., issued a going concern qualification
on ASI's financial statements for the fiscal year ended Sept. 30,
2004, based on the Company's significant operating losses reported
in fiscal 2004 and prior years, as well as a lack of external
financing.

Mr. Gistaro is chairman and retired CEO of Docucon, Inc., a now-
privately held document-imaging company.  He also held various
management positions at Datapoint Corporation, including CEO, CFO,
president and chief operating officer.  While at Datapoint, which
was a Fortune 500 company, Mr. Gistaro negotiated and executed
more than $200 million in acquisition and financing transactions.  
He brings valuable operating, financial and M&A expertise to the
Company. Mr.  Gistaro is an independent outside director and will
serve on the audit committee.

Ms. Jones is ASI's CFO and joins the board as an inside director.
She joined the Company in January 2003 and has more than 15 years
of financial management experience with both private and public
companies.

The board also appointed Stanley Rosenberg of Loeffler Tuggey
Pauerstein Rosenthal LLP as special advisor to the board. Mr.
Rosenberg has been an attorney in San Antonio since 1955, and has
advised major corporations on a broad range of real estate and
corporate matters. He has represented clients on various phases of
real estate developments, including land acquisition, platting,
subdividing, financing and sales. Mr. Rosenberg has assisted with
initial public offerings for various companies and advised on the
sales of multimillion-dollar businesses.

Mr. Dean and Mr. Illick, the departing directors, have served on
the Company's board since 2002 when Tonga Partners, L.P.,
exercised its right to appoint a majority of the board.  Tonga
relinquished its right to appoint directors after it converted a
$1.7 million senior secured convertible promissory note on
November 10, 2004, and sold its holdings in ASI common stock.

                        About the Company

Analytical Surveys Inc. provides technology-enabled solutions and
expert services for geospatial data management, including data
capture and conversion, planning, implementation, distribution
strategies and maintenance services.  Through its affiliates, ASI
has played a leading role in the geospatial industry for more than
40 years. The Company is dedicated to providing utilities and
government with responsive, proactive solutions that maximize the
value of information and technology assets.  ASI is headquartered
in San Antonio, Texas and maintains operations in Waukesha,
Wisconsin. For more information, visit http://www.anlt.com/


ASSET SECURITIZATION: Fitch Junks $33.516 Million Debt Rating
-------------------------------------------------------------
Fitch Ratings downgrades the ratings of two classes of notes
issued by Diversified Asset Securitization Holdings I, L.P.
(DASH I).  These rating actions are effective immediately:

     -- $148,508,069 class A-1 notes downgraded to 'A-' from
        'AA+';

     -- $30,655,335 class A-2 notes downgraded to 'A-' from 'AA+';

     -- $33,516,296 class B notes remain at 'C'.

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

DASH I is a collateralized debt obligation -- CDO -- managed by
Asset Allocation & Management, LLC, which closed Dec. 18, 1999.
Currently, DASH I is composed of:

     * 45.3% residential mortgage-backed securities -- RMBS,
     * 26.3% asset-backed securities -- ABS,
     * 25.1% commercial mortgage-backed securities -- CMBS, and  
     * 3.3% CDOs.

Due to the occurrence of an event of default under DASH I's
governing documents, the portfolio manager is limited to sales of
defaulted or credit impaired securities.

Since the last rating action in December 2003, the transaction has
experienced additional collateral deterioration.  The class A
overcollateralization -- OC -- ratio and class B OC ratio have
decreased from 110.3% and 97.5% on Nov. 30, 2003, to 104.1% and
90.5% as of Oct. 31, 2004.

The portfolio contains two defaulted securities totaling $7.9
million (4%).  Additionally, the portfolio contains a large number
of assets whereby default is probable although not classified as
defaulted securities.  These assets have exposure to troubled
sectors such as manufactured housing, aircraft leases and mutual
fund fees.

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 Collateralised Debt
Obligations,' dated Sept. 13, 2004, also available on the Fitch
Ratings web site.


ATA AIRLINES: Asks Court to Compel GE Engine to Release 3 Engines
-----------------------------------------------------------------
Chicago Express Airlines, Inc., and GE Engine Services, Inc., are
parties to an Engine Care Maintenance Plan Agreement, dated as of
January 2000.  The ECMP Agreement is a "Power By The Hour"
contract.  Under these types of contracts, a maintenance provider
provides scheduled maintenance service on specified engines and is
paid in regular payments under the contract based on hourly rates
assessed on the number of hours the specified engines are "flown."  
In other words, the owner prepays its maintenance costs at no
additional charges.  As of the Petition Date, Chicago Express owes
$1.8 million to GE Engine for these maintenance services.

Under the ECMP Agreement, GE Engine also provides repair services
to engines that are damaged.  Termed as "non-qualifying ECMP shop
visits," separate pricing schedule -- essentially being hourly
labor and materials charges -- are assessed and invoiced for these
services.

Terry E. Hall, Esq., at Baker Daniels, in Indianapolis, Indiana,
relates that an engine with Serial No. 785252 was delivered to GE
Engine prepetition for repair as a non-qualifying shop visit due
to ice ingestion that damaged the engine.  This type of internal
engine damage due to external ingested material is termed a "FOD"
for "foreign object damage."

GE Engine indicated that the Engine is repaired and ready to be
released.  GE Engine provided Chicago Express with an invoice
dated October 27, 2004, for the FOD repair for $182,782.

Ms. Hall informs the Court that the FOD event is an insured event
deductible by $50,000.  The applicable insurance carrier did not
dispute the claim for the FOD Invoice.  Chicago Express was
prepared to pay the FOD Invoice.  However, GE Engine refused to
release the Engine, even after Chicago Express' communication that
it would pay the FOD Invoice.

On November 23, 2004, GE Engine provided Chicago Express with a
second invoice on the FOD event for the Engine amounting to
$708,849.

Ms. Hall asserts that the Engine was not due for any scheduled
maintenance.  Chicago Express also disputes that the Second
Invoice represents the amount due under the ECMP Agreement for the
FOD repair to the Engine.  Thus, the Engine should be released
upon Chicago Express' payment of the FOD Invoice.

Ms. Hall reports that GE Engine is also holding two other engines
with Serial Nos. 785532 and 785178.  According to Ms. Hall, GE
Engine refuses to release either Engine and has informed Chicago
Express that, in essence, the Debtor must pay the prepetition debt
owed before the Engines will be released.

GE Engine appears to be demanding additional hourly payments for
scheduled work that is payable under the ECMP Agreement in
violation of the ECMP Agreement, Ms. Hall says.

Chicago Express has continued to pay the Power Hour Payments
postpetition and continues to perform under the ECMP Agreement.
Ms. Hall argues that Chicago Express must have access to the
Engines to replace other engines that are coming due for scheduled
maintenance.  If the Engines are not released, Chicago Express may
need to cancel flights and ground aircraft.

Thus, ATA Airlines and its debtor-affiliates ask the United States
Bankruptcy Court for the Southern District of Indiana to compel GE
Engine to release the three Engines in its possession to Chicago
Express immediately.

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)


BALLY TOTAL: Names Eric Langshur to Board of Directors
------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE:BFT), North
America's leader in health and fitness products and services, has
appointed Eric Langshur to the Company's Board of Directors,
effective immediately.

"Eric is an excellent addition to the Company's Board of
Directors," said Paul Toback, chairman, CEO and president, Bally
Total Fitness.  "He has an exceptional background in business and
finance along with a particular expertise in corporate
turnarounds.  I look forward to taking advantage of his knowledge
and experience, and working closely with him as we move forward
with Bally's turnaround."

Eric Langshur is the founder and CEO of TLContact, Inc., a
privately held company that delivers innovative patient
communications and education services to the healthcare industry.  
Prior to starting TLContact in 2000, he served as President of
Bombardier Aerospace, CAS, where he lead commercial aerospace
service operations for a world leader in the design and
manufacture of innovative aviation products and services for the
business, regional and amphibious aircraft markets.  Before
Bombardier, Mr. Langshur spent 13 years with United Technologies
Corporation, where he held a variety of senior management and
turnaround positions at Hamilton Sundstrand, Pratt & Whitney and
UTC's corporate office.

Mr. Langshur holds an MBA from Columbia University and a BSc from
the University of New Brunswick in Finance and Information
Systems.

                     About Bally Total Fitness

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

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2004,
Standard & Poor's Ratings Services raised its corporate credit
rating on fitness club operator Bally Total Fitness Holding
Corporation to 'B-' from 'CCC+' and removed it from CreditWatch,
where it was placed on Aug. 17, 2004.

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

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


BICO INC: Bankruptcy Court Formally Closes Chapter 11 Petition
--------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Pennsylvania entered an order formally closing BICO, Inc.'s (Pink
Sheets: BIKO) chapter 11 petition on Dec. 7, 2004.

As reported in the Troubled Company Reporter on Nov. 09, 2004,
BICO has completed the merger with cXc Services, Inc.  The Plan of
Merger is in accordance with BICO's Chapter 11 Reorganization
Plan, which has been approved by the U.S. Bankruptcy Court for the
Western District of Pennsylvania and consented to by the
Securities and Exchange Commission as well as the Pennsylvania
Department of Revenue.

BICO, the new company, will be both a distributor of Internet
appliances and an advertising and content publisher, delivering
content and other fee-based services, including ISP, telephone
services, video conferencing and e-commerce fulfillment directly
to its appliances. BICO is the exclusive North American
distributor of Amstrad's em@iler web phones. Amstrad is a British
company that has been in the consumer electronics business since
1972 manufacturing PC's, audio equipment, and television "set top"
boxes as well as telephones.

BICO's corporate offices are headquartered in Dove Canyon,
California.  For further information contact:

         John D. Hannesson, Esq.
         Executive Vice President
         Tel. No. : 949 509-9858
         Fax: 949 509-9867
         E-Mail: info@cxcservices.com

Bico, Inc., formerly known as Biocontrol Technology, Inc.,
manufactures laboratory sized ore crushers.  The Company filed for
Chapter 11 protection on March 18, 2003 (Bankr. W.D. Pa. Case No.:
03-23239).  Steven T. Shreve, Esq., at Shreve & Pail represents
the Debtor in its restructuring efforts.  The Bankruptcy Court
confirmed the Debtor's Chapter 11 Reorganization Plan on Oct. 15,
2004.


BUFFALO MOLDED: U.S. Trustee Picks 11-Member Creditors Committee
----------------------------------------------------------------           
The United States Trustee for Region 3 appointed eleven creditors  
to serve on the Official Committee of Unsecured Creditors in  
Buffalo Molded Plastics, Inc.'s chapter 11 case:

   1. PPG Industries, Inc.
      Attn: Bridget Quinlan
      One PPG Place, Pittsburgh, Pennsylvania 15272
      Phone: 412-434-2786, Fax: 412-434-4491

   2. Basell USA, Inc.
      Attn: Scott Salerni, Esq.
      912 Appleton Road, Elkton, Maryland 21921
      Phone: 410-996-1238, Fax: 410-996-2104

   3. Light Fabrications, Inc.
      Attn: Brian Grant
      40 Hytec Circle, Rochester, New York 14606
      Phone: 585-426-5330, Fax: 585-426-5239

   4. Washington Penn Plastics Co., Inc.
      Attn: Robert Stough
      P.O. Box 236, 2080 N. Main St.,
      Washington, Pennsylvania 15301
      Tel. 724-228-1260, Fax: 724-223-9300

   5. Infinity Resources, Inc.
      Attn: Charles W. Farrell
      119 W. 9th Street, Erie, Pennsylvania 16501
      Phone: 814-453-6571, Fax: 814-453-4711

   6. Jamestown Plastics, Inc.
      Attn: Jeffrey J. Baker, Esq.
      P.O. Box 9, Brocton, New York 14716
      Tel. (716) 792-4144 Fax (716) 792-4154

   7. Circle Business Services 120
      Attn: Paul L. Sacksteder
      W. Second St., Suite 1010, Dayton, Ohio 45402
      Phone: 937-224-1452, Fax: 937-224-5523

   8. Siegel-Robert, Inc.
      Attn: Maryann Merritt
      12837 Flushing Meadows, St. Louis, Missouri 63131
      Phone: 314-256-4558, Fax: 314-544-8480

   9. H. Muehlstein & Co., Inc.
      Attn: Kenneth J. Ruszkowski
      800 Connecticut Avenue, Norwalk, Connecticut 06854
      Phone: 203-855-6126, Fax: 203-855-6144

   10. Crawford County Properties, Inc.
       Attn: Mark E. Turner
       18257 Industrial Drive, Meadville, Pennsylvania 16335
       Phone: 814-337-8100, Fax: 814-333-9508

   11. Tri-Dim Filter Corporation
       Attn: Patti Greene
       741 McClurg Road, Youngstown, Ohio 44512
       Phone: 330-758-8151, Fax: 330-758-7682

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 Andover, Ohio, Buffalo Molded Plastics, Inc., dba  
Andover Industries, -- http://www.andoverplastics.com/-- is   
engaged in the molding industry. The Company filed for chapter 11  
protection on Oct. 21, 2004 (Bankr. W.D. Pa. Case No. 04-12782).  
David Bruce Salzman, Esq., at Campbell & Levine, LLC, represents  
the Company. When the Debtor filed for chapter 11 protection, it  
estimated assets and debts in the $10 million to $50 million  
range.


BUFFALO MOLDED: Leech Tishman Approved as Committee Counsel
-----------------------------------------------------------           
The U.S. Bankruptcy Court for the Western District of Pennsylvania  
gave the Official Committee of Unsecured Creditors of Buffalo
Molded Plastics, Inc., permission to employ Leech Tishman Fuscaldo
& Lampl, LLC as its counsel.

Leech Tishman will:

   a) provide the Committee with legal advice with respect to its
      duties and powers in the Debtor's chapter 11 case;

   b) assist the Committee in its investigation of:

        (i) the acts, conduct, assets, liabilities, and financial
            condition of the Debtor,

       (ii) the operation of the Debtor's business, and

      (iii) the desirability of the continuation of the Debtor's
            business, and any other matters relevant to the
            formulation of a plan of reorganization;

   c) review the Debtor's proposed Disclosure Statement and Plan
      of Reorganization and participate with the Debtor in the
      formulation or modification of the proposed Plan; and

   d) perform other legal services as maybe required by the
      Committee and in the interest of the creditors.

David W. Lampl, Esq., a Member at Leech Tishman, is the lead
attorney for the Committee.

Mr. Lampl reports the Leech Tishman's professionals bill:

         Designation             Hourly Rate
         -----------             -----------
         Partners                $195 - 354
         Associates               135 - 230
         Paralegals/Law Clerks     65 - 120

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

Headquartered in Andover, Ohio, Buffalo Molded Plastics, Inc., dba  
Andover Industries, -- http://www.andoverplastics.com/-- is   
engaged in the molding industry. The Company filed for chapter 11  
protection on Oct. 21, 2004 (Bankr. W.D. Pa. Case No. 04-12782).  
David Bruce Salzman, Esq., at Campbell & Levine, LLC, represents  
the Company. When the Debtor filed for chapter 11 protection, it  
estimated assets and debts in the $10 million to $50 million  
range.


CALDWELL/VSR INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Caldwell/VSR, Inc.
        dba CVI
        7264 Hanover Green Drive
        Mechanicsville, Virginia 23111

Bankruptcy Case No.: 04-41560

Chapter 11 Petition Date: December 15, 2004

Court: Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtor's Counsel: Neil E. McCullagh, Esq.
                  Cantor Arkema, P.C.
                  P.O. Box 561
                  Richmond, VA 23218
                  Tel: 804-644-1400

Total Assets: $7,367,512

Total Debts:  $22,682,205

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Summit Forest Products        Trade debt              $3,249,211
3822 Vista Blanca
San Clemente, CA 92672

Tieling Excellent Timber Co.  Trade debt              $3,067,898
88 Xinggong Street
Tieling, Liaoning China 11200

Capital South Partners Fund   Second lien on          $2,127,975
I, L.P.                       substantially all
c/o Christopher S. Nesbit     assets
201 N. Tryon Street
P.O. Box 31247
Charlotte, NC 28202

Waterside Capital Corp.       Trade debt              $1,289,811
c/o Frank J. Santoro, Esq.
Marcus Santoro & Kozak, PC
1435 Crossways Blvd.,
Ste. 300
Chesapeake, VA 23320

Valspar Industries, Inc.      Trade debt              $1,194,226
P.O. Box 771841
Chicago, IL 60677

Maze Moulding                 Trade debt                $889,705
1252 West Rodger Road
Tucson, AZ 85705

Win Harvest International,    Trade debt                $729,976
Ltd.
803 Portland Comm. Bldg.
Mongkok, Kowloon, HK

P&M Cedar Products, Inc.      Trade debt                $536,516
c/o Watkin Law Corporation
16600 Sherman Way, Ste. 200
Lake Balboa, CA 91406

City National Bank            Loans                     $278,176
P.O. Drawer 1100
Weslaco, TX 78599

Western Silver, Ltd.          Trade debt                $160,490

Armando Barrera, Jr.          Personal Property         $152,181
                              Taxes

ANP Dimensional Lumber        Trade debt                $141,596

Solvents & Chemicals, Inc.    Trade debt                $118,518

CPL Retail Energy             Trade debt                 $88,364

Economic Development Corp.    Trade debt                 $79,314

Hunter Douglas Wood Products  Trade debt                 $60,493

Packaging Services            Trade debt                 $57,001

First Insurance Funding Corp  Trade debt                 $55,163

C&S Safety Supply             Trade debt                 $41,919

IFCO Systems NA, Inc.         Trade debt                 $32,092


COGECO CABLE: S&P Affirms 'BB+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings including
its 'BB+' long-term corporate credit rating on Montreal, Quebec-
based Cogeco Cable, Inc.  At the same time, Standard & Poor's
assigned its '1' recovery ratings on the company's senior secured
credit facility and other senior secured first priority debt.  The
'1' recovery rating reflects expectations of full recovery of
principal in a default scenario.  The outlook is stable.

The ratings on Cogeco Cable reflect the company's below average,
but improving financial risk profile, given the company's
aggressive leverage, and the company's average business position
as Canada's fourth-largest cable company.  Cogeco Cable's
controlling parent, Cogeco, Inc., has no material effect on the
ratings.

Cogeco Cable's business risk profile has remained stable in the
face of competition from direct-to-home satellite TV providers
Star Choice Communications, Inc., and Bell ExpressVu Ltd.  After
several years of basic subscriber losses to the DTH providers,
Cogeco has performed much better in the past two years.  "Despite
pressures on the basic subscriber side, Cogeco has a consistent
track record of positive revenue and EBITDA growth," said Standard
& Poor's credit analyst Joe Morin.  Revenues and reported
operating income increased by 7.6% and 15.6%, respectively, in
fiscal 2004 to reach C$526 million and C$203 million.  Standard &
Poor's expects continued marginal improvements in the company's
financial risk profile in 2005, as the company is currently
generating positive free cash flow and is expected to apply a
portion of that to debt reduction.

The potential for increased video competition and Cogeco's planned
entry into the telephony market, could put pressure on pricing,
operating margins, and cash flows in the medium term. Competition
for video services could also increase in the medium term as VDSL
(video over digital subscriber line) technology makes it more
feasible for telecom operators to offer video to its HSI
customers.  In addition, Cogeco Cable is planning to launch voice
over Internet protocol -- VoIP, which would allow the company to
offer fixed-line phone services to complement its TV and HSI
offerings.  The company has not yet fully developed its VoIP plan:
Standard & Poor's will comment on this strategy further once
finalized and announced by the company.

The outlook is stable.  Standard & Poor's expects that Cogeco
Cable will be able to maintain a competitive position against DTH
satellite service providers, and offset any basic subscriber
erosion through continued growth in digital TV and HSI
subscribers.  The ratings and outlook also assume that no material
amount of debt will be added at the parent level, and that Cogeco
and its media assets will continue to be credit neutral.


COLONIAL ADVISORY: Fitch Keeps Class B & C Debt Ratings at Low-C
----------------------------------------------------------------
Fitch Ratings has upgraded the rating on one class of notes issued
by Colonial Advisory Services CBO I, Ltd., a collateralized bond
obligation -- CBO -- backed by high yield bonds. The ratings on
the other two classes of notes remain unchanged.

This class has been upgraded:

     -- $80,656,407 class A notes upgraded to 'AA' from 'AA-';

These classes remain unchanged:

     -- $70,673,530 class B notes remain at 'CC';
     -- $91,087,976 class C notes remain at 'C'.

According to its Nov. 19, 2004, trustee report, the Colonial CBO
portfolio collateral includes a par amount of $10.6 million of
defaulted assets, representing 8.7% of aggregate collateral
principal balance.  The class B and total overcollateralization --
OC -- tests are failing at 88.5% and 60.8%, versus their triggers
of 118% and 107%, respectively.  The class A OC test is passing at
158.7%, versus a trigger of 140%.

The upgrade of the class A notes reflects the continued paydown of
that class and the continued improvement in the class A OC test.
In addition, Fitch has reviewed the results of cash flow model
runs, incorporating several different default and interest rate
stress scenarios.  Also, Fitch discussed with Colonial Management
Associates, Inc., the investment advisor, their expectations and
opinions of the portfolio.

Deal information and historical data on Colonial Advisory Services
CBO I, Ltd., is available on the Fitch Ratings web site at
http://www.fitchratings.com/


CONGOLEUM: Inks Pact Increasing Congress DIP Loan to $7 Million
---------------------------------------------------------------
The United States Bankruptcy Court for the District of New Jersey
gave Congoleum Corporation permission to amend its debtor-in-
possession financing facility with Congress Financial Corporation.

The amended DIP Financing arrangement:

     (i) increases the current budget from $5 million to
         $7 million;

    (ii) extends the term of the existing debtor-in-possession
         financing facility from Dec. 31, 2004, to June 30, 2005;

   (iii) places new limitation on capital expenditures; and

     (iv) provides a new minimum EBITDA covenant.

A fee of $150,000 is payable to Congress in connection with the
execution of the amendment.

The existing DIP financing facility provides a one-year revolving
credit facility with borrowings up to $30 million.  Interest is
based on 0.75% above the prime rate.  The facility contains
certain covenants, including the maintenance of a minimum tangible
net worth and restrictions on the incurrence of additional debt.  
Borrowings under this facility are collateralized by inventory and
receivables.  The amendment does not affect these terms of the
existing financing facility.

The Company anticipates that its DIP financing facility will be
replaced with a revolving credit facility on substantially similar
terms upon confirmation of its plan of reorganization.  While the
Company expects the existing facility as amended will provide it
with sufficient liquidity, there can be no assurances that the
Company will continue to be in compliance with the required
covenants, that the Company will be able to obtain a similar or
sufficient facility upon exit from bankruptcy, or that the DIP
facility will be renewed beyond its expiration on June 30, 2005.

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.

As reported in the Troubled Company Reporter yesterday, the Court
approved the disclosure statement and voting procedures for
Congoleum Corp.'s amended plan of reorganization.

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.


CONGRESS STREET: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Congress Street Nights, Inc.
        aka Curtain Club
        2800 Main Street
        Dallas, Texas 75226

Bankruptcy Case No.: 04-83619

Type of Business: The Company provides venue, production &
                  facilities for live local & regional music.
                  The main room and the lounge are available for
                  private parties and special events.
                  See http://www.curtainclub.com/

Chapter 11 Petition Date: December 17, 2004

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Jeffrey R. Fine, Esq.
                  Hughes and Luce, LLP
                  1717 Main Street, Suite 2800
                  Dallas, Texas 75201
                  Tel: (214) 939-5567
                  Fax: (214) 939-5849

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Ronald & Sandra Hyden         Value of Security:      $1,650,000
c/o Gregg Schellhammer        $350,000
1008 West Pioneer Parkway
Arlington, Texas 76013

David Childs                  Taxes                      $11,865
Tax Assessor Collector
PO Box 620088
Dallas, Texas 75262-0088

State Comptroller             TABC Tax                   $10,645
Austin, Texas 78774-0100

Delay Lighting                                            $6,000

State Comptroller             Sales Tax                   $3,281

Internal Revenue Service                                  $3,063

TXU Electric                                              $2,151

Dallas Observer                                           $1,500

Alliance Premium                                          $1,488

Weaver & Tidwell, LLP                                     $1,392

Roger Albright                                            $1,008

City of Dallas                                              $725

City of Dallas                Beer/Liquor License           $460

SBC                                                         $369

Comcast                                                     $166

Texas Workforce Commission                                  $127

City of Dallas                Utilities & Services           $79

TXU Gas                                                      $39


COOPER COS.: Fiscal Year Revenue Up 19% to $490.2 Million
---------------------------------------------------------
The Cooper Companies, Inc. (NYSE:COO) reported results for its
fourth quarter and fiscal year ended Oct. 31, 2004, and restated
earlier earnings per share to reflect new accounting principles
generally accepted in the United States which amend the
methodology of calculating diluted earnings per share for
contingently convertible senior debentures.

               Fourth Quarter and Fiscal 2004 Results

   -- Fourth quarter revenue $130.8 million, 16% above fourth
      quarter 2003, 12% in constant currency.  Fiscal 2004 revenue
      $490.2 million, 19% above fiscal 2003, 14% in constant
      currency.

   -- Giving effect to the new methodology for convertibles and an
      adjustment to the Effective Tax Rate (ETR), fourth quarter
      EPS 79 cents, up 30%, and fiscal year 2004 EPS $2.59, up
      24%.

   -- Before the effect of the new methodology for convertibles
      and the ETR adjustment, fourth quarter 2004 EPS 72 cents, up
      13%, and fiscal year 2004 EPS $2.61, up 23%.

   -- Cash flow (income before taxes, depreciation and
      amortization) per share 96 cents, up 10% from 87 cents in
      fourth quarter 2003; fiscal 2004 up 13% to $3.50 from $3.10
      in fiscal 2003.

   -- Operating cash flow $35.2 million for the quarter; $101.2
      million for fiscal 2004 versus $80 million for fiscal 2003.

                        Accounting Change

During the fiscal fourth quarter, the Company elected to adopt
EITF 04-8 and as a result has included the dilutive effect of its
contingently convertible senior debentures in its diluted earnings
per share calculation from the time of issuance of the notes, in
accordance with the if-converted methodology under SFAS No. 128.
The effect of this election was to decrease EPS for the fourth
quarter by 4 cents.

                    Lower Effective Tax Rate

Cooper's effective tax rate (ETR) for fiscal 2004 (provision for
taxes divided by income before taxes) is 17.5% down from the 21%
reported in its third quarter results.  GAAP requires the
projected fiscal year ETR to be used when reporting year-to-date
results for interim periods.  The ETR was revised downward in the
fourth quarter to adjust for increased profit and reinvestment of
earnings from the continuing growth of CooperVision business
outside the United States and the release of certain tax reserves
no longer required.

The effect of the lower fiscal year ETR was to reduce the ETR for
the fourth quarter to 8% and to increase EPS by 11 cents.  Cooper
expects that the ETR for fiscal 2005 will be 21%.

         Restated and Pro Forma Diluted Earnings Per Share

As described above, the Company has restated diluted earnings per
share, starting in the third quarter of fiscal 2003 through the
third quarter of fiscal 2004 for the effects of the accounting
change for convertibles.  In addition, diluted earnings per share
for the fourth quarter of fiscal 2004 has been affected by the
lower ETR.

                         2004 Performance

Commenting on the year's results, Chief Executive Officer A.
Thomas Bender said, "The Cooper Companies had another solid year,
continuing the consistent performance it has delivered since 1995.  
Compared to 2003, revenue grew 19%, operating income grew 23%,
earnings per share were up 24% and cash flow per share increased
13%.  Our five-year compounded annual growth in revenue is 24%, in
operating income 25%, in earnings per share 28% and in cash flow
per share 20%.

"According to independent sales audit data, CooperVision (CVI),
our contact lens business, improved its market position in all of
the major markets where it competes.  We estimate that our
worldwide soft contact lens market share exceeds 10%, up from 6%
three years ago.  In the United States, the world's largest
market, CVI is now the nation's third largest contact lens
manufacturer, with about 13% of the market.  Year to date, our
U.S. business grew 12% compared to estimated 2004 market growth
of 8%.

"CooperSurgical (CSI), our women's health care business, continued
to execute successfully its strategy of consolidating the market
through acquisition, completing two transactions during the fiscal
year that strengthened its presence in the incontinence sector."

                  Fourth Quarter and Fiscal 2004
                   Revenue and Expense Summary

Cooper's quarterly revenue of $130.8 million was 16% above last
year's fourth quarter, 12% in constant currency.  For the fiscal
year, revenue grew 19%, 14% in constant currency.

Gross margin for the quarter was 64%, versus 66% in last year's
fourth quarter as lower margin sales to distributors outside the
U.S. and a weaker U.S. dollar offset improvements in manufacturing
efficiency.  For the fiscal year, gross margin was 64%, the same
as last year.

Selling, general and administrative expenses grew 13%, 10% in
constant currency, and decreased to 38% of revenue from 39% in
last year's fourth quarter.  SG&A spending for the fiscal year was
39% of sales compared to 40% in 2003.

Fourth quarter 2004 research and development expense was $1.9
million, up 22% over the fourth quarter of 2003, supporting
previously announced plans to develop both new and improved
contact lens products and development efforts for new incontinence
products at CooperSurgical.

Operating income grew 12% and the quarter's operating margin was
25% of revenue versus 26% in last year's fourth quarter. Total
operating expenses were 40% of revenue, down from 41% in last
year's fourth quarter.  For the fiscal year, operating income rose
23% with an operating margin of 24% versus 23% in 2003.

Currency fluctuations did not materially impact operating income
in the quarter.  Because CVI manufactures the majority of its
lenses in the United Kingdom with costs denominated in pounds
sterling, the unfavorable currency translation of manufacturing
and operating costs tends to offset the currency gains on overseas
revenue.

Income before taxes in the quarter grew 13% and increased 24% for
the fiscal year.

ETR for fiscal 2004 was 17.5% compared to 24% for fiscal 2003
reflecting a favorable mix of profits outside the United States
and the release of certain tax reserves no longer required.

Interest expense fell 13% versus last year's fourth quarter,
reflecting a general decrease in interest rates and reduced debt
levels due to strong operating cash flow.

Reflecting the accounting change for convertibles, the number of
shares used to compute diluted earnings per share grew to 36.9
million in the fourth quarter, up 4% and to 36.6 million for the
fiscal year, up 10%.

Balance Sheet and Cash Flow Highlights:

   -- At the end of the fourth fiscal quarter, Cooper's days sales
      outstanding (DSO's) decreased to 65 days from 67 days a year
      ago.  Given continued strong growth expectations outside the
      United States where DSO's are higher, Cooper expects future
      DSO's in the mid to upper 60's to low 70's.

   -- Inventory months on hand was 6.9 months at the end of the
      quarter compared to 7.0 months a year ago, in line with       
      Company expectations.

   -- Capital expenditures were about $10 million in the quarter
      and $41 million for the year, primarily to expand CVI's
      manufacturing capacity and continue the rollout of new
      information systems in selected locations, including several
      outside the United States.

   -- Depreciation and amortization was $4.1 million for the
      quarter, $15.7 million for the year.

                           CooperVision

CVI fourth quarter revenue was $103.8 million, up 14%, about 10%
in constant currency, and $388.7 million for the fiscal year, up
18%, 12% in constant currency.

"In our fourth quarter," said Bender, "CVI significantly outpaced
both the market and the results reported for the third calendar
quarter by our four direct competitors. Our specialty lens
franchise -- toric, cosmetic, and multifocal lenses and lenses to
alleviate dry eye symptoms -- continues to gain momentum, while
our value-added monthly disposable spherical products continue to
capture market share from two-week commodity disposable spherical
lenses."

CVI's operating margin in the fourth quarter was 28% versus 29% in
last year's fourth quarter and 27% for fiscal 2004, the same as in
fiscal 2003.

             Proposed Acquisition of Ocular Sciences, Inc.

In July, Cooper and Ocular Sciences, Inc. (Nasdaq:OCLR) announced
that they had signed a definitive agreement for Cooper to acquire
Ocular in a merger in which Ocular stockholders will be entitled
to receive 0.3879 of a share of Cooper common stock and $22.00 in
cash, without interest, for each share of Ocular common stock they
own.

At closing, expected in the first quarter of Cooper's 2005 fiscal
year, which began on November 1, 2004, Cooper will pay
approximately $600 million in cash and issue approximately 10.7
million shares of its common stock to Ocular Sciences stockholders
and option holders.

Completion of the transaction, which has been approved by each
company's stockholders, remains subject to expiration of the
waiting period required under the Hart-Scott-Rodino Antitrust
Improvements Act and customary closing conditions.

                           Information

In connection with Cooper's proposed merger with Ocular Sciences,
Cooper has filed with the SEC a registration statement on Form S-
4, containing a joint proxy statement/prospectus and other
relevant materials.  The definitive joint proxy
statement/prospectus has been mailed to the stockholders of Cooper
and Ocular Sciences.  Investors and security holders of Cooper and
Ocular Sciences are urged to read the joint proxy
statement/prospectus as well as other documents to be filed with
the SEC in connection with the acquisition or incorporated by
reference in the joint proxy statement/prospectus, because they
contain important information about Cooper, Ocular and the
proposed merger.  Investors can obtain these documents free of
charge at the SEC web site http://www.sec.gov/ Also, investors  
and security holders may obtain free copies of the documents filed
with the SEC by Cooper by contacting:

         Investor Relations
         The Cooper Companies, Inc.
         21062 Bake Parkway, Suite 200
         Lake Forest, Calif. 92630
         Tel. No. 949-597-4700
         E-mail: ir@coopercos.com

Investors and security holders may obtain free copies of the
documents filed with the SEC by Ocular Sciences by contacting:

         EVC Group, Inc.
         90 Montgomery Street
         Suite 1001
         San Francisco, Calif. 94165
         Tel. No. 415-896-6820
         E-mail: ocularir@evcgroup.com

                           CooperSurgical

CSI revenue grew 22% in the quarter to $27 million and 23% for the
fiscal year to $101.5 million. Organic growth in the fourth
quarter and fiscal year was 4%.

CSI's operating margin in the fourth quarter was 21%, down from
25% in last year's fourth quarter, and 21% for the fiscal year,
down from 22% the previous year, reflecting the previously
announced planned increase in sales and marketing expenditures
designed to stimulate future organic growth.

                 CooperSurgical Acquisitions in 2004

In December 2003, CSI announced the purchase from privately held
SURx, Inc., of the assets and associated worldwide license rights
for the Laparoscopic (LP) and Transvaginal (TV) product lines of
its Radio Frequency (RF) Bladder Neck Suspension technology, which
uses radio frequency based thermal energy instead of implants to
restore continence.

RF Bladder Neck Suspension is a minimally invasive procedure used
to treat genuine stress incontinence (GSI). Using low power,
bipolar RF energy, the procedure shrinks tissue in the pelvic
floor to lift the urethra and bladder neck to a more normal
anatomical position. This procedure can be performed using either
a laparoscopic or a transvaginal approach.

The SURx System consists of a small, lightweight 15 watt SURx
Radio Frequency Generator that delivers RF energy to a single-use
handheld applicator for each surgical approach.

In February, Cooper acquired Milex Products, Inc., a manufacturer
and marketer of obstetric and gynecologic products and customized
print services. Milex is a leading supplier of pessaries-products
used to medically manage female urinary incontinence and pelvic
support conditions-and also supplies cancer screening products,
including endometrial and endocervical sampling devices and a
breast biopsy needle for fine needle aspiration. Milex also
publishes patient education materials that discuss prenatal and
pregnancy issues, breast health, menopause and osteoporosis.

CVI Business Details

Worldwide Contact Lens Market

Revenue reported for the first nine months of 2004 by the five
leading contact lens manufacturers that represent more than 95% of
the global market indicates that the worldwide market grew about
13%, or 9% in constant currency. Cooper estimates that the
worldwide market for soft contact lenses is $3.9 billion annually.

Fourth Quarter and Year-To-Date Contact Lens Revenue:

   -- Worldwide CVI revenue grew 14% in the fourth quarter, 10% in
      constant currency, and was 18% ahead for the year, 12% in
      constant currency.

   -- Revenue for specialty lenses -- toric lenses, cosmetic
      lenses, multifocal lenses and lenses to alleviate dry eye
      symptoms -- grew 18% in the fourth quarter, 23% for the
      year, and now accounts for over 62% of CVI's worldwide
      business and 70% of its revenue in the United States.

   -- Sales of toric lenses, which correct astigmatism, increased
      14% in the quarter, 22% for the year and now represent about
      40% of CVI's revenue.  Sales of disposable torics grew 30%
      in the quarter and 45% for the year, and now represent 72%
      of CVI's total toric sales.

   -- CVI's disposable spherical lens business grew 16% in the
      fourth quarter and 20% for the fiscal year reflecting the
      ongoing transition worldwide from commodity two-week spheres
      to monthly disposable spheres that offer unique patient
      benefits such as CVI's Proclear brand for patients with dry
      eye symptoms.

CVI Geographic Revenue Highlights

   -- Revenue in the United States, about half of CVI's business,
      grew 6% in the quarter and 12% for the year.

   -- Revenue outside the United States grew 23% in the quarter
      and was 24% ahead for the year.

   -- European revenue, 36% of CVI's revenue in the quarter, grew
      24% in the quarter and 25% for the year.

   -- Asia-Pacific revenue grew 27% year over year to $21.6
      million, 6% of CVI's business.

CVI New Products

During 2004, CVI's line of multifocal lenses for the correction of
presbyopia was expanded to include Proclear Multifocal, and the
UltraVue 2000 Multifocal, UltraVue 2000 Multifocal Toric and
UltraVue 2000 Multifocal Options. Coupled with CVI's existing
multifocal product, Frequency 55 Multifocal, these new offerings
provide an almost limitless range of power and base curve options
for presbyopic patients.

Operating Cash Flow

Primarily due to strong operating results, improved days sales
outstanding, and U.S. federal tax savings resulting from net
operating loss carryforwards, Cooper's fourth quarter operating
cash flow was $35.2 million and $101.2 million for fiscal 2004.
Excluding $41 million in capital expenditures during 2004, "free
cash flow" was $60 million.

                        About the Company

The Cooper Companies, headquartered in Pleasanton, California,
manufactures and markets soft contact lenses worldwide. The
company also manufactures diagnostic products, surgical
instruments, and accessories for women's healthcare. For the
twelve months ended July 31, 2004, the company generated
approximately $470 million of revenues.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 18, 2004,
Moody's Investors Service assigned Ba3 ratings to the proposed
credit facilities of The Cooper Companies, Inc. Moody's also
assigned a Ba3 senior implied rating, a B1 senior unsecured issuer
rating, and an SGL-2 speculative grade liquidity rating to the
company. The outlook for the ratings is stable. This is the
first time Moody's has rated Cooper.

New Ratings:

   * $275 Million 5 Year Senior Secured Revolving Credit Facility,
     rated Ba3

   * $325 Million 5 Year Senior Secured Term Loan A, rated Ba3

   * $150 Million 7 Year Senior Secured Term Loan B, rated Ba3

   * Senior Implied Rating, rated Ba3

   * Senior Unsecured Issuer Rating, rated B1

   * Speculative Grade Liquidity Rating, rated SGL-2

The outlook for the ratings is stable.

The ratings reflect:

   (i) the company's high leverage, integration risks associated
       with the Ocular Sciences, Inc. acquisition, and

  (ii) the company's aggressive growth strategy and continued
       interest in acquisitions.


CORNERSTONE PROPANE: Successfully Emerges from Chapter 11
---------------------------------------------------------
Cornerstone Propane Partners, L.P., has completed the necessary
steps to implement its Joint Plan of Reorganization, which was
confirmed by the Bankruptcy Court on Nov. 8, 2004.  After only
seven months, Cornerstone has successfully emerged from its
voluntary Chapter 11 proceeding as a financially stable company.

Bill Corbin, who assumed the position of Chief Executive Officer
of Cornerstone upon emergence, said "We officially completed our
Chapter 11 restructuring and we emerge with a greatly de-leveraged
balance sheet and significant cash resources that will allow the
Company to provide better service to our existing customers and
strengthen our business relationships."

Under the terms of the Plan, Cornerstone's long-term debt will be
reduced from $601 million to $131 million.  Also, the Company has
completed a new bank facility which provides up to $50 million to
be used to fund the Company's operations now that the Plan has
become effective.  The new financing, and the restructured balance
sheet, will allow Cornerstone to aggressively compete in the
propane industry.

"We appreciate the strong support of the Creditors' Committee and
our lenders for the Plan of Reorganization.  Because they have
been cooperative and constructive partners throughout the
reorganization process, we confirmed our Chapter 11 Plan of
Reorganization in seven months, which is a considerable
achievement.  This result is a testament to the outstanding effort
put forth by our restructuring consultants, Everett & Solsvig, our
employees, our creditors, and our suppliers.  We are particularly
grateful for the support, patience, and loyalty of our customers.  
All of these groups contributed greatly to reaching our goal of
completing this process without disruption to our customers during
the winter heating season," Mr. Corbin added.

Details regarding the case can be obtained at
http://www.nysb.uscourts.gov/or http://www.kccllc.net/cornerstone/  

Headquartered in New York, New York, Cornerstone Propane Partners,
L.P. -- http://www.cornerstonepropane.com/-- is the nation's
sixth largest retail propane marketer, serving more than 440,000
retail propane customers in over 30 states.  The Company filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13856) on
June 3, 2004.  Matthew Allen Cantor, Esq., at Kirkland & Ellis
LLP, represents the Company in its restructuring efforts. When the
Debtor filed for protection from its creditors, it listed
$582,455,000 in assets and $692,470,000 in liabilities. The Court
approved the Debtors' Disclosure Statement explaining its Joint
Plan of Reorganization on Aug. 10, 2004.


CREDIT SUISSE: Fitch's $8-Mil Mortgage Cert. Rating Tumbles to 'D'
------------------------------------------------------------------
Credit Suisse First Boston -- CSFB -- Mortgage Securities
Corporation's mortgage pass-through certificates, series 1997-C1
are downgraded by Fitch Ratings:

     -- $8 million class J to 'D' from 'C'.

In addition, these classes are affirmed by Fitch:

     -- $451.6 million class A-1C 'AAA';
     -- $45.3 million class A-2 'AAA';
     -- Interest-only class A-X 'AAA';
     -- $94.9 million class B 'AAA';
     -- $67.8 million class C 'AA+';
     -- $61 million class D to 'A-';
     -- $64.4 million class F 'BB';
     -- $13.6 million class G 'BB-';
     -- $27.1 million class H 'B-';
     -- $17 million class I 'CCC';

The $33.9 million class E is not rated by Fitch.

The downgrade to class J is the result of the realized losses in
the amount of $5.2 million following the liquidation of the
Airlines Parking loan which had been secured by an 8,400 space
parking lot in Romulus, Michigan.  Fitch does not expect the
principal loss to be recovered and therefore class J has been
downgraded to 'D'.


CWMBS INC: Fitch Junks Ratings on Two Mortgage Certificate Classes
------------------------------------------------------------------
Fitch Ratings has affirmed four and downgraded one class from the
following CWMBS (Countrywide Home Loans), Inc., residential
mortgage-backed securitizations:

CWMBS, mortgage pass-through certificates, series 1999-13 (Alt
1999-2):

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AAA';
     -- Class B1 affirmed at 'AA';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 downgraded to 'C' from 'CCC';
     -- Class B4 remains at 'C.'

The affirmations reflect credit enhancement consistent with future
loss expectations and affect $52,233,612 of outstanding
certificates.

The negative rating action is the result of a $540,773 loss that
was incurred within the last two remittance periods (October 2004
and November 2004), which resulted in the depletion of class B-4's
balance, leaving no credit enhancement to class B-3.  The
downgrade affects $1,775,560 of outstanding certificates.

Fitch will continue to closely monitor this deal.


DEAN FOODS: Moody's Affirms Ba1 Sr. Implied & Long-Term Ratings
---------------------------------------------------------------
Moody's downgraded Dean Foods' Speculative Grade Liquidity rating
to SGL-2 from SGL-1, while affirming Dean's Ba1 senior implied and
other long term ratings and stable outlook.  The SGL rating
downgrade reflects the increase in debt levels resulting from
share repurchases and lower than expected cash flow from
operations.  Still, Dean Foods' SGL-2 rating reflects a good
liquidity profile, and its senior implied rating remains solidly
positioned at Ba1.

Dean's scale, market position and geographical reach underpin its
ability to generate predictable and durable cash flows at
relatively consistent levels.  Moody's expects internal cash flow
generation to more than cover capital spending and debt maturities
over the next twelve months.  The June 15, 2005 maturity of a $100
million Dean Holding Company note, however, may require some
interim reliance on external funding.  Revolver availability and
covenant cushions have decreased due to increased debt levels and
lower than expected earnings, but remain adequate, particularly
given the reliability of Dean's cash flow generation.  The company
has some flexibility, if needed, to sell regional assets or brands
without impairing the value of its remaining businesses, though
its assets are largely encumbered.  Dean's SGL rating could be
raised again if free cash flow is applied to debt pay-down and
earnings improve, enhancing covenant cushions and increasing
revolver availability.

Dean's August 2004 amendment to its credit facilities was
supportive to liquidity.  The amendment increased the revolver
commitment to $1.5 billion, reduced pricing, eliminated most
scheduled amortization over the next two years, and postponed a
step-down in the leverage covenant.  The revolver matures in 2009.  
Availability was $621 million at September 30, 2004. Covenant
cushions are adequate.  Dean also has a $500 million accounts
receivable facility, which had $471 million outstanding at
September 30, 2004.  For purposes of the SGL rating, Moody's does
not treat the receivables facility as a long term committed source
of liquidity because it is backed by a liquidity line that matures
within the next twelve months.  Therefore, outstandings under this
facility are treated as a potential call on revolver availability
in determining the SGL rating.

Moody's believes the dairy industry will undergo further
consolidation and Dean will continue to engage in acquisition
activity.  Dean also is expected to continue to invest heavily in
growing its value-added branded businesses and may choose to
complete additional share repurchases.  The SGL-2 rating could be
pressured if Dean were to rely materially on external funding for
these activities, particularly if additional covenant cushion and
revolver availability are not built beforehand.

Dean Foods Company, with headquarters in Dallas, Texas, had $9.2
billion of revenues in FY03. The company's senior implied rating
is Ba1 with a stable outlook.


DI GIORGIO: S&P Lowers Corporate Credit Rating to 'B' from 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings for Di
Giorgio Corporation and removed them from CreditWatch, where they
were placed with negative implications on Nov. 9, 2004.  The
corporate credit rating was lowered to 'B' from 'B+'.  The outlook
is stable.

"The downgrade reflects Di Giorgio's weaker credit measures due to
slower-than-anticipated progress in attracting new customers to
replace the loss of its client, The Great Atlantic & Pacific Tea
Co. Inc. -- A&P, late last year," explained Standard & Poor's
credit analyst Stella Kapur.

At the end of its third quarter ended Sept. 25, 2004, Di Giorgio
had $164 million of debt ($222 million when adjusted for leases)
on its balance sheet.  Its credit measures had weakened
considerably since 2003; lease-adjusted debt to EBITDA was 5.4x,
or a full turn higher, and trailing-12-month EBITDA to interest
expense was 2.0x.

Di Giorgio has been focusing on replacing the loss of its contract
with A&P.  While the company has made some progress in adding new
customers and expanding its geographic presence in the New England
and greater Philadelphia areas, as well as in the Caribbean,
substantial growth would still be needed to improve credit
measures to historical levels.  

In addition, many of the company's current customers are feeling
the effects of a more competitive supermarket industry
environment.  Current ratings do not factor in any material debt-
financed acquisition activity or further sizable debt-financed
dividends.

The ratings reflect the company's heavy debt burden, its
participation in the highly competitive food wholesale and
distribution industry, and the expectation that credit measures
will remain consistent with current ratings for the next several
years.

Although Carteret, New Jersey-based Di Giorgio has a somewhat
protected niche market position in the New York metropolitan area,
its customer base is concentrated.  Excluding A&P, which it lost
in October 2003, the company's five largest customers accounted
for 42% of last-12-month net sales as of Sept. 25, 2004. This
customer concentration, combined with heavy dependence on a single
market, exposes the company to potential revenue loss if a key
customer leaves or if there is an economic downturn in the region.


EMERALD INVESTMENT: Fitch Junks $20.9 Mil. Pref. Shares Rating
--------------------------------------------------------------
Fitch Ratings affirms the ratings of five classes of notes and
downgrades the rating of one class of notes issued by Emerald
Investment Grade CBO II, Limited/Corp., which closed Feb. 15,
2000.  These rating actions are effective immediately:

   -- $379,505,631 class I senior notes affirmed at 'AAA';
   -- $5,500,000 class IIA senior notes affirmed at 'AA-';
   -- $45,500,000 class IIB senior notes affirmed at 'AA-';
   -- $8,000,000 class IIIA mezzanine notes affirmed at 'BB-';
   -- $18,000,000 class IIIB mezzanine notes affirmed at 'BB-';
   -- $20,920,000 preferred shares downgraded to 'CC' from 'CCC-'.

Emerald CBO II is a collateralized bond obligation -- CBO --
managed by American General Investment Management, LP.  The
collateral of Emerald CBO II is composed of investment grade and
high yield corporate bonds and emerging markets corporate and
sovereign debt.  Payments are made semi-annually in February and
August and the reinvestment period ends in February 2005.

According to the Nov. 22, 2004, trustee report, the portfolio
includes $24.33 million (5.36%) assets rated 'CCC+' or below.  The
senior par value test is currently passing at 112.1%, with a
trigger of 107%.  The mezzanine par value test is passing at
105.7% with a trigger of 105.4%.  The senior interest coverage
test is failing at 102.1%, with a trigger of 104%.  The mezzanine
interest coverage test is failing at 96%, with a trigger of 102%.

The rating of the class I, class II and class III notes addresses
the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the aggregate outstanding amount of principal by the stated
maturity date.  The rating of the preferred shares addresses the
ultimate repayment of the initial principal amount upon the legal
final maturity date and the ultimate receipt of payments resulting
in a yield of 5%.

Fitch will continue to monitor Emerald CBO II closely to ensure
accurate ratings.  Deal information and historical data on Emerald
CBO II is available on the Fitch Ratings web site at
http://www.fitchratings.com/


ENERGY PARTNERS: Moody's Puts B2 Rating on Sr. Unsecured Notes
--------------------------------------------------------------
Moody's affirmed Energy Partners, Ltd.'s. -- EPL -- B2 senior
implied and B2 senior unsecured note ratings but moved the rating
outlook to negative from stable.  Though EPL's $150 million
acquisition announced today will be funded by up to $90 million in
balance sheet cash, the precautionary outlook change reflects
EPL's operating and unit cost profiles, pro-forma leverage, and
high cost and execution risk of the acquisition. We do estimate
that 2005 up-cycle pre-capital spending cash flow will be strong,
though sustaining capital spending is rising, and that up to $90
million of undrawn capacity may be available under a potential
$150 million secured bank revolver currently under negotiation.

The properties include 9 mmboe of proven reserves, consisting of 5
mmboe of PD reserves and 4 mmboe of PUD reserves.  The PD reserves
include 2.5 mmboe of PDNP reserves.  The properties currently
produce 2,833 boe per day of production.  EPL is paying a high
$16.67/boe of proven reserves ($19.40/boe fully-loaded for PUD
development costs), and $53,000/boe per unit of current daily
production.

Though the acquisition provides the beginnings of long-desired
diversification, and adds important drilling locations, we would
be concerned if the increased pro-forma leverage on short-lived
pro-forma 2003 proven developed -- PD -- reserves were to coincide
with:

(a) unfavorable year-end 2004 PD reserve bookings;

(b) disproportionately low sequential quarter production
    gains;

(c) weakened 2004 capital productivity; and

(d) escalated 2004 reserved replacement costs.

EPL has a short PD reserve life, remains quite small and
undiversified, and generated only modest sequential quarter 2004
production gains in spite of capital spending in the range of $160
million to $170 million.

Today's onshore acquisition may become a vital production and
reserve diversification away from EPL's total reserve replacement
reliance on a Gulf of Mexico -- GOM -- drilling program.  The GOM
inherently generates very short-lived reserves and is incurring
escalating reserve replacement costs, though at currently strong
up-cycle cash-on-cash returns.  However, until the acquisition
proves up, it incurs high front-end costs and risk to capital,
relative to EPL's quite small risk-bearing and cash generating
base and its funded total PD reserve base.

To reach competitive acquisition economics, the acquisitions
requires high drilling success on the high component of proven
undeveloped -- PUD -- probable, and possible reserves, as well as
recompletion success on the proportionately large component of
proven developed non-producing -- PDNP -- reserve.  An important
part of the high impact drilling will be to deep horizons.  The
properties consist of shallow and deep onshore plays still being
assessed for degree of continuity with widely explored and
developed shallower geologic horizons under the GOM as well as
with deep geologic horizons under the GOM where the sector is low
on the learning curve.  The acquisition is unlikely to improve
EPL's short 4 year PD reserve life.

The high unit cost of the acquisition is partially due to high up-
cycle cash flows and asset market prices but, more importantly, is
due to the high reliance on future drilling success on PUD,
probable, and possible properties.  Moody's does not allocate
portions of acquisition costs to unevaluated properties and
allocates future development costs to PUD reserves.

Still, EPL continues to generate substantial up-cycle cash flow
and liquidity before sustaining and growth capital spending.  On
the other hand, cash flow cover of reserve placement costs,
escalating from already high unit cost levels, is less robust and
sensitive to cyclical moderation of natural gas prices should that
occur.

Furthermore, given escalated pro-forma leverage ($5.35/boe) on
funded lower risk pro-forma 2003 PD reserves, short PD reserve
life, already high unit full-cycle costs, and escalating reserve
replacement costs, we will assess organic production trends,
reserve replacement costs, unit full-cycle costs, pro-forma year-
end 2004 debt and PD reserves, and pro-forma 2004 proven reserve
future development and plugging and abandonment costs.

Year-end 2004 results will prove useful updates in that regard. We
will assess:

     (i) sequential fourth quarter 2004 and first quarter 2005
         production trends and

    (ii) 2004 FAS 69 and 10-K data, and

   (iii) year-end third party reserve engineering.

We expect reduced capital productivity and escalated drillbit and
all-sources reserve replacement costs.

Moody's estimates EPL's 2003 and pro-forma 2003 all-sources
reserve replacement costs to now be in the range of $14.70/boe,
which would move unit full-cycle costs up to a very high
$26.35/boe.  This may escalate further depending on EPL's 2004
drillbit finding and development costs.

Energy Partners, Ltd. is headquartered in New Orleans, Louisiana.  
The company is has been focused on the shallow waters of the Gulf
of Mexico, acquiring drilling acreage and mature properties to
exploit traditional shallow to mid-depth drilling horizons.  The
company also pursues higher risk, higher impact deep geologic
horizons under shallow Gulf waters.


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 confirmed on
June 5, 2002.  The company's liquidating plan provided for a
change of the company's name to EXDS, Inc.


FLEMING COS: Trust Wants to Make Initial Stock Distribution
-----------------------------------------------------------
The Post Confirmation Trust created pursuant to the confirmed plan
of reorganization of Fleming Companies, Inc., and its subsidiaries
asked the United States Bankruptcy Court for the District of
Delaware for permission to allow the PCT to make an initial
distribution of Core-Mark common stock.  Core-Mark is the
reorganized group of wholesale distribution subsidiaries that
emerged from Chapter 11 on Aug. 23, 2004.

The Plan provides for all of Core-Mark's common stock held in
trust (except for the shares reserved for Core-Mark's management
and for certain warrants issued under the Plan) to be distributed
to the holders of the general unsecured claims.  The Plan also
requires that an appropriate reserve be established for remaining
general unsecured claims that are not yet allowed or in dispute.  
The reserve for remaining claims disputed or not yet allowed has
been substantially reduced since Core-Mark's emergence from
Chapter 11.

At this time, the allowed claims subject to stock distribution
total $1.7 billion.  The PCT diligently continues to pursue
reconciling the general unsecured claims and, as a result, is able
to provide only a preliminary estimate for the reserve required
for claims that are disputed or not yet allowed.  While the
aggregate amount of the general unsecured claims that will be
ultimately allowed in these cases is unknown at this time, the PCT
wants to make this initial distribution of the stock based on a
reserve estimate of the total unsecured claims pool of about
$3.29 billion.  As described in detail in the Court pleadings, the
PCT believes this number is conservative and has asked for
Bankruptcy Court approval of the proposed distribution based upon
the PCT's analysis.  The PCT currently believes the allowed
aggregate amount of general unsecured claims entitled to stock
distribution will be significantly lower, but due to the fact that
the claims review and reconciliation process is not yet complete,
and not all of claims have been reviewed, the final aggregate
amount of general unsecured claims cannot be precisely determined
at this time.  Additional stock will be distributed to the holders
of allowed claims through subsequent periodic distributions.  

Based on the $3.29B estimate, the holders of currently allowed
general unsecured claims will receive 51.9% of the aggregate
distributable stock, while 48.1% of the aggregate distributable
stock will be retained in the reserve until distributed at a later
date.

Also, as provided for in the Plan, holders of subordinated debt
(Class 6B Claims) will receive warrants in Core-Mark stock in
accordance with the terms of the Plan.  The PCT is working towards
issuing those warrants in conjunction with the initial stock
distribution.

A copy of the motion and the accompanying exhibits is available
on-line at http://www.bmcgroup.com/(go to "Clients" and click on  
"Fleming").  The PCT has also set up a hotline to answer the
questions of parties in interest: the hotline number is 972-535-
7149.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- is the largest multi-tier distributor
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Judge Walrath confirmed Fleming's Third Amended Plan
on July 26, 2004, under which Core-Mark Holding Company, Inc.,
emerged as a rehabilitated company owned by Fleming's unsecured
creditors on August 23, 2004.  Richard L. Wynne, Esq., Bennett L.
Spiegel, Esq., Shirley Cho, Esq., and Marjon Ghasemi, Esq., at
Kirkland & Ellis, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $4,220,500,000 in assets and $3,547,900,000
in liabilities.

The Debtors emerged from Chapter 11 on Aug. 23, 2004 and is now
known as Core-Mark Holding Company, Inc.


GALEY & LORD: Court Converts Chapter 11 Case to Chapter 7
---------------------------------------------------------
The Honorable Mary Grace Diehl of the U.S. Bankruptcy Court for
the Northern District of Georgia entered an order on Nov. 29,
2004, approving a motion by Galey & Lord, Inc., and its debtor-
affiliates to convert their Chapter 11 bankruptcy cases to Chapter
7 pursuant to Section 1112(a) of the Bankruptcy Code.

Judge Diehl found conversion appropriate because:

    a) the Debtors have terminated all their employees in
       connection with the sale of substantially all their assets
       to Patriarch Partners, LLC, which closed on November 9,
       2004;

    b) it would be more beneficial and efficient for all the
       Debtors' creditors and other parties-in-interest; and

    c) the Debtors have consulted with their remaining secured
       lenders and major parties-in-interest and obtained their
       support for the conversion.

The Court also approved the U.S. Trustee's appointment of S.
Gregory Hayes as the Interim Chapter 7 Trustee for the Debtors'
estates.

Headquartered in Atlanta, Georgia, Galey & Lord, Inc., a leading
global manufacturer of textiles for sportswear, including denim,
cotton casuals and corduroy, and its debtor-affiliates filed for
chapter 11 protection on August 19, 2004 (Bankr. N.D. Ga. Case No.
04-43098).  Jason H. Watson, Esq., and John C. Weitnauer, Esq., at
Alston & Bird LLP, and Joel H. Levitin, Esq., at Dechert LLP,
represent the Debtors.  When the Debtor filed for chapter 11
protection, it listed $533,576,000 in total assets and
$438,035,000 in total debts.


HOME INTERIORS: Moody's Cuts Sr. Issuer Rating to Caa1 from B3
--------------------------------------------------------------
Moody's Investors Service lowered the long-term debt ratings of
Home Interiors and Gifts, Inc. -- HIG -- by one notch (senior
implied rating to B3) and assigned a negative outlook.  The
ratings downgrade reflects Moody's expectation that HIG's sales
and earnings will remain under pressure through the current
holiday season and into 2005, due to challenging macroeconomic and
industry trends.  As such, the company's credit profile, with
constrained financial flexibility and limited debt repayment
capacity, is no longer consistent with a B2 senior implied rating.  
This action concludes the review Moody's initiated in October
2004.  Despite an amendment to its bank agreement that allows the
company to avoid violation of its financial covenants in the
fourth quarter of 2004, Moody's believes that the company must
stabilize the significant profit declines of the past year to
avoid future covenant violations over the next twelve-to-eighteen
months.

Ratings affected:

   -- Senior implied, downgraded to B3 from B2;

   -- $50 million 5-year senior secured revolving credit
      facility due 3/31/09, downgraded to B3 from B2;

   -- $315 million 7-year senior secured term loan facility due
      3/31/11, downgraded to B3 from B2;

   -- $149.1 million 10.125% senior subordinated notes due
      6/1/08, downgraded to Caa2 from Caa1;

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

HIG's new long-term rating levels and negative outlook are
prompted by the deterioration in its cash flow profile and debt
protection measures.  HIG experienced strong declines in its sales
and EBITDA year-to-date.  Total net sales declined 8.5% and
adjusted EBITDA declined 21.9% in the first nine months of 2004 as
compared to the prior year's period.  A key driver for the
company's direct sales business, average order size, was also down
during the nine month period by 12.4% to $453 from $517.  Margins
also declined materially in the LTM period as compared to prior
fiscal years.  The most recent quarter ended September 30 was
particularly weak when measured by sales declines of 15.7% and a
decline in average order size of 17.5%. Although the company was
able to control costs and grow EBITDA during the quarter, Moody's
notes that the company faced somewhat easy year-over-year
comparisons and may need to spend more going forward to reverse
sales trends.  As such, Moody's remains concerned that EBITDA
could resume declines in the current and coming quarters.

Moody's believes that poor performance year-to-date has been
exacerbated by cautious consumer spending due to consumers having
less discretionary income (lowered by rising gasoline prices for
example), which also makes it more difficult to find consumers
willing to attend or host parties, negative weather impact due to
the four hurricanes, and the growing consultant base, which leads
to less productive displayers with lower average order sizes.

For the LTM period ended September 30, 2004, Moody's estimates:

   (a) HIG's debt-to-adjusted EBITDA ratio at approximately
       5.3x,

   (b) adjusted EBITDA less capex to interest at approximately
       2.7x, and

   (c) funds from operations less capex to debt at approximately
       7.4%,

which Moody's believes are likely to deteriorate in coming
periods.

In December, HIG obtained amendments to its covenants that will
allow it to avoid almost certain violation of its leverage and
interest coverage financial covenants in the fourth quarter of
2004.  However, the two key covenants will tighten until they
return to the original levels in the first quarter of 2006.  HIG
will pay increased pricing on the facilities, which will further
pressure cash flow available to service debt.  Unless HIG is able
to stabilize its earnings, potential covenant violations may
return again as a key issue beginning in the fourth quarter of
2005.

Additional rating downgrades could be taken over the coming
months:

   (a) if HIG is unable to halt the erosion of its business,
       including a decline in sales and/or profitability that
       takes EBITDA materially below 90% of run-rate levels;

   (b) if cash flow turns significantly negative and borrowing
       under the revolver is necessary to meet the minimum
       required term loan amortization payments; or

   (c) if the cushion provided by the reset covenants dissipates
       leading to likely violations.

Although a ratings upgrade over the next year is highly unlikely
in the absence of a material operational improvement and/or
deleveraging capital transaction, the ratings outlook could be
stabilized if the company's new product, business segmentation,
and cost control initiatives offset competitive and macroeconomic
challenges and enable the maintenance profit and cash flows near
current levels.

The ratings are supported by the company's greater than forty
years of experience in the home decor and direct selling
businesses.  Moody's recognizes that HIG is continuing to grow its
consultant base and had approximately 98,900 active consultants as
of September 30, 2004.  HIG maintained product distribution
fulfillment rates of 99% as of September 30, which are important
in driving consultant satisfaction.  Importantly, the company had
full availability under its $50 million revolver except for
outstanding letters of credit and is expected to remain modestly
cash flow positive for FY04 despite severe earnings pressures.  
Furthermore, the company successfully negotiated a bank agreement
amendment, which extended needed borrowing access as the company
works to restore its credit metrics.

Home Interiors and Gifts, Inc., based in Dallas, Texas is a fully
integrated manufacturer and distributor of home decorative
accessories.  The company sells its products primarily to
independent sales representatives who resell the products at in-
home presentations or shows.  Sales for the twelve-month period
ended September 30, 2004 were approximately $581 million.


INSIGHT COMMS: Moody's Places Caa2 Rating on Sr. Unsecured Notes
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for the debt
of Insight Communications Company, Inc. -- Insight -- and its
subsidiaries, including 50%-owned Insight Midwest LP -- Midwest --
and its wholly-owned subsidiary Insight Midwest Holdings, LLC --
Midwest Holdings-- to stable from negative. Moody's also raised
the company's speculative grade liquidity rating to SGL-2 from
SGL-3 and affirmed all other ratings.  The outlook change broadly
reflects a reduced probability of default based on expectations
for the recently evident improvements in subscriber trends and
free cash flow generating ability to continue, notwithstanding
acknowledged expense growth in future periods.  As a result, the
prospect of a requisite ratings downgrade is deemed less likely.  
The liquidity rating upgrade similarly reflects evidence of
improving cash flow trends and Moody's expectation for their
continuation.  Moody's now characterizes Insight's liquidity over
the forward 12 months to December 31, 2005 as "good."

Moody's ratings for Insight and its subsidiaries are:

-- Insight Communications Company, Inc.

   * $350 million (remaining face amount) of 12-1/4% Senior
     Unsecured Discount Notes due 2011 -- Caa2 (affirmed)

   * Senior Unsecured Issuer Rating -- Caa2 (affirmed)

   * Senior Implied Rating -- B1 (affirmed)

   * Speculative Grade Liquidity Rating -- SGL-2 (upgraded from
     SGL-3)

   * Rating Outlook (all ratings) - Stable (changed from
     Negative)

-- Insight Midwest, L.P.

   * $630 million (including add-on) of 10-1/2% Senior Unsecured
     Notes due 2010 -- B2 (affirmed)

   * $385 million of 9-3/4% Senior Unsecured Notes due 2009 --
     B2 (affirmed)

-- Insight Midwest Holdings, LLC

   * $425 (original amount) million Senior Secured Revolver due
     2009 -- Ba3 (affirmed)

   * $425 (original amount) million Senior Secured Term Loan A
     due 2009 -- Ba3 (affirmed)

   * $1.125 (original amount) billion Senior Secured Term Loan B
     due 2009 -- Ba3 (affirmed)

Insight's ratings continue to reflect:

     (i) the company's high financial leverage, approximating
         times debt-to-EBITDA, and modest debt service and fixed
         charge coverage levels;

    (ii) growing costs and business risk as direct broadcast
         satellite -- DBS -- operators and regional Bell
         operating companies -- RBOCs -- accelerate their
         encroachment into both traditional and ancillary
         business lines; and

   (iii) structural complexity related to its corporate
         organization, including uncertainty about the long-term
         outlook for the company's strategic partnership and
         joint ownership with Comcast.

However, the ratings garner support from:

     (i) the technologically advanced state of Insight's cable
         plant;

    (ii) its large and well-clustered assets;

   (iii) the benefits to be afforded by the roll out of new
         services; and

    (iv) a good liquidity profile.

The stable outlook reflects:

     (i) increased comfort with the company's liquidity profile
         and ability to remain in compliance with the tightening
         leverage covenants within its bank credit facility;

    (ii) evidence of improved operational performance and
         expectations for the positive trends to continue; and

   (iii) debt reduction, also expected to continue.

Leverage closer to 6 times and trending toward 5 times within a
year would help mitigate uncertainty over the Comcast partnership
and potentially drive upward ratings momentum.  A credit facility
refinancing incorporating reduced interest costs and a lighter
amortization schedule allowing more flexibility for growth
investments would also lend support to a positive rating outlook
and/or higher ratings.  Conversely, a reversal of recent favorable
operating trends or the inability to execute a telephony strategy
could pressure the ratings down, as would a return to leverage
above 7 times.

The free cash flow improvement has resulted primarily from EBITDA
growth, which accelerated to more than 10% on a year-over-year
basis in the first three quarters of 2004, compared to
approximately 7% in the comparable prior year period when
operational under-performance had been cited, in conjunction with
moderate declines in capital spending.  Insight turned free cash
flow positive on a trailing twelve month basis at the beginning of
2004, and free cash flow (after working capital, cash interest,
and capital expenditures) reached approximately $58 million on a
trailing twelve month basis through September 30, 2004.  Moody's
does not believe Insight has sacrificed future growth through
reduced investment, as the company's plant capacity has
historically been ahead of its peer group.  After some initial
incremental fixed capital spending to accommodate more widescale
telephony and digital service deployments, Moody's anticipates
more of a shift to variable, revenue-based expenditures.

Moody's believes Insight's current capital structure forces it to
rely primarily on continued EBITDA growth to boost flexibility for
increased capital expenditures as it develops its telephony
strategy, because fairly significant term loan amortization
consumes much of the company's current and projected free cash
flow.  Required payments increase to $83.5 million in 2005 from
$62.5 million in 2004.  Moody's acknowledges that these payments
reduce leverage, thus enhancing the company's covenanted
availability to draw under its revolving credit facility, and, to
a lesser extent, reduce cash interest expense, but since this debt
reduction is not discretionary, it could impede future growth
prospects if Insight's recent operational progress reverses.  
Absence of investment in a telephony strategy would likely be
viewed negatively given Moody's view of this offering's growing
strategic importance in a converged environment and intensifying
competition from RBOC and DBS offerings.

Uncertainty over the future of the Comcast partnership,
particularly as the earliest potential termination date which is
December 31, 2005 approaches, somewhat constrains upward rating
momentum.  Moody's ratings do not handicap the likelihood of the
dissolution of the joint venture; such a dissolution would
presumably necessitate refinancing of existing debt.  As a
standalone company, Insight would likely experience margin
erosion, potentially of a fairly material magnitude, due to the
loss of the current advantages of scale conveyed by the
partnership, in Moody's view.

Insight Communications is a domestic cable television operator
with ownership interests in entities serving approximately 1.3
million subscribers located in Ohio, Indiana, Kentucky and
Illinois.  The company maintains its headquarters in Manhattan.


INTERPOOL INC: Moody's Reviews Ratings for Possible Upgrade
-----------------------------------------------------------
Moody's placed the ratings of Interpool, Inc., under review for
possible upgrade, citing the company's improved liquidity,
measures it has taken to strengthen internal control processes,
and its progress in filing delinquent financial statements with
the SEC.

Noting the pace at which Interpool's credit profile has improved,
Moody's indicated that its review could result in a several notch
increase in Interpool's ratings in the near-term, with the
possibility that a subsequent ratings review could result in a
further upgrade - pending the company achieving several
milestones.

Moody's stated that it appears that Interpool has made substantial
progress in addressing the issues that Moody's has previously
highlighted as rating drivers. During its review, Moody's will
further analyze:

   (a) Interpool's operating results and financial outlook,
       including its pending third quarter 2004 financial
       statements,

   (b) the impact of recent debt refinancing on the firm's
       liquidity profile, including a more detailed review of
       the terms and conditions of Interpool's financing
       arrangements to determine the implications for the
       ratings of its various classes of rated obligations, and

   (c) the progress Interpool has made in strengthening its
       internal control infrastructure.

Any potential subsequent review of Interpool's ratings would focus
on:

   (a) the company's ability to file its 2004 Form 10-K in a
       timely manner,

   (b) Interpool's operating results and its outlook as
       reflected in such Form10-K, and

   (c) the firm's success in meeting the milestones for
       implementing systems improvements, as outlined in its
       financing arrangements.

These milestones, in Moody's view, require a relatively aggressive
pace of execution.

Moody's current ratings are:

     -- Interpool, Inc.:

        * Senior implied at Caa2
        * 7.2% senior unsecured notes due 2007 at Caa3
        * 7.35% senior unsecured notes due 2007 at Caa3

     -- Interpool Capital Trust:

        * Guaranteed Preferred Stock at Ca

Interpool, Inc., based in Princeton, N.J., is a lessor of marine
containers and chassis.  At June 30, 2004, the company reported
total assets of $2.3 billion.


KMART CORP: Key Documents Regarding Sears Roebuck Merger Deal
-------------------------------------------------------------
As previously reported, on November 16, 2004, Kmart Holding
Corporation and Sears, Roebuck and Co. entered into an Agreement
and Plan of Merger.

A full-text copy of the Agreement and Plan of Merger is available
for free at:

   http://sec.gov/Archives/edgar/data/1229206/000095012304013880/y68961k1exv2w1.txt

Concurrently, and in connection with the Merger Agreement:

    (i) ESL Partners, L.P., ESL Investors, L.L.C., ESL
        Institutional Partners, L.P., ESL Investment Management,
        L.L.C., CRK Partners, LLC and CRK Partners II, L.P.
        entered into a Support Agreement and Irrevocable Proxy
        with Kmart and Sears, and

   (ii) Kmart and Sears entered into an employment agreement with
        Alan J. Lacy, the current Chairman and Chief Executive
        Officer of Sears.

                         Support Agreement

Pursuant to the Support Agreement and subject to certain
conditions, the ESL Companies agreed:

    (i) to vote their shares of common stock of Kmart:

        (a) in favor of the Kmart Merger at the stockholders
            meeting to be called to consider the Kmart Merger, and

        (b) against any other transaction; and

   (ii) to vote their common shares of Sears:

        (a) in favor of the Sears Merger at the stockholders
            meeting to be called to consider the Sears Merger, and

        (b) against any other transaction.

The requirement of the ESL Companies to vote their shares of
Kmart common stock is subject to limitations if the Kmart board of
directors changes its recommendation with respect to the Kmart
Merger, in which case only a number of shares equal to one-third
of outstanding shares of Kmart common stock would be required to
be so voted, with the remaining shares being required to be voted
pro rata with all other shares of Kmart common stock not
beneficially owned by the ESL Companies.  The ESL Companies also
agreed not to transfer or otherwise dispose of any of their shares
of Kmart common stock or Sears common stock.  The ESL Companies
beneficially own approximately 53% of the outstanding shares of
Kmart common stock -- including the beneficial ownership of
certain shares of Kmart common stock underlying certain
convertible notes and options beneficially owned by the ESL
Companies -- and beneficially own approximately 15% of the
outstanding Sears common shares.  The ESL Companies have also
agreed to irrevocably elect to receive Holdings common stock in
the Sears Merger.

The ESL Companies are controlled, directly or indirectly, by ESL
Investments, Inc., which in turn is controlled by Edward S.
Lampert.  Mr. Lampert is the Chairman of Kmart.

A full-text copy of the Support Agreement and Irrevocable Proxy is
available for free at:

   
http://sec.gov/Archives/edgar/data/1229206/000095012304013880/y68961k1exv99w1.txt

                        Employment Agreement

The Employment Agreement provides that it will be assumed by
Holdings as soon as practicable following its formation, but no
later than completion of the Mergers.  The Employment Agreement
provides for a term of employment commencing upon completion of
the Mergers and ending on the fifth anniversary thereof.  If the
Mergers are completed, the Employment Agreement will supersede the
Executive Non-Disclosure and Non-Solicitation of Employees
Agreement and the Executive Severance/Non-Compete Agreement, which
Mr. Lacy executed with Sears as of November 26, 2001.  During the
term, Mr. Lacy will serve as Chief Executive Officer and Vice
Chairman of Holdings and a member of its board of directors.

During the term, Mr. Lacy will receive an annual base salary of no
less than $1,500,000 and a target bonus of 150% of his annual base
salary and will be eligible for, and receive benefits under,
employee benefit and perquisite arrangements no less favorable
than those generally applicable or made available to senior
executives of Holdings.  Upon completion of the Mergers, Mr. Lacy
will be granted 75,000 shares of restricted stock of Holdings,
which will vest in full on June 30, 2006, subject to Mr. Lacy's
continued employment with Holdings through that date.  In
addition, upon completion of the Mergers, Mr. Lacy will be granted
a stock option to purchase 200,000 shares of Holdings common stock
with a per share exercise price equal to the fair market value of
Holdings common stock on the date of grant.  The stock option will
vest with respect to one-quarter of the shares subject to the
stock option on each of the first four anniversaries of completion
of the Mergers, subject to Mr. Lacy's continued employment with
Holdings through each applicable vesting date.

If Mr. Lacy's employment is terminated by Holdings without cause
or Mr. Lacy resigns with good reason, Mr. Lacy will be entitled,
subject to execution of a release in favor of Holdings, to receive
severance benefits, including:

    -- A pro rata bonus based on the performance of Holdings for
       the year in which the termination occurs;

    -- Two times the sum of Mr. Lacy's then current annual base
       salary and target bonus;

    -- Two additional years of age and service credit under all
       welfare benefit plans, programs, agreements and
       arrangements of Holdings;

    -- Accelerated vesting of equity-based awards and three years
       to exercise any vested options; and

    -- Continued welfare benefits for two years.

For purposes of the agreement, "good reason" means:

    (i) the assignment to Mr. Lacy of duties inconsistent with, or
        any diminution of, the position, authority, duties or
        responsibilities called for by the Employment Agreement,

   (ii) the failure to pay Mr. Lacy his compensation under the
        Employment Agreement,

  (iii) Holdings' relocation of Mr. Lacy's place of employment,

   (iv) the failure of Sears or Kmart to require the assumption of
        the Employment Agreement by Holdings or the failure of
        Holdings to require the assumption of the Employment
         Agreement by a successor, or

    (v) the failure to elect or reelect Mr. Lacy to Holdings'
        board of directors.

In addition, "good reason" means any termination by Mr. Lacy
during the 30-day period immediately following June 30, 2006.

If Mr. Lacy's employment is terminated due to his death or
disability, Mr. Lacy or his estate will be entitled to receive a
pro-rata bonus for the year of termination, accelerated vesting of
equity-based awards and three years to exercise vested options and
continued welfare benefits for two years.

Under the Employment Agreement, Mr. Lacy is restricted from
revealing confidential information of Holdings and, for one year
following Mr. Lacy's termination of employment during the term for
any reason, Mr. Lacy may not solicit for employment any employees
of Holdings and may not compete with Holdings.  In the event that
any payments to Mr. Lacy are subject to an excise tax under
Section 4999 of the Internal Revenue Code, Mr. Lacy will be
entitled to an additional gross-up payment so that he remains in
the same after-tax position he would have been in had the excise
tax not been imposed.

A full-text copy of the Employment Agreement among Sears, Roebuck
and Co., Kmart Holding Corporation, and Alan J. Lacy is available
for free at:

   http://sec.gov/Archives/edgar/data/1229206/000095012304013880/y68961k1exv10w1.txt

                         Form 425 Filings

Kmart Holding Corporation filed five Form 425s with the Securities
and Exchange Commission from November 17 to 29, 2004.  The filings
contain statements about the benefits of the business combination
transaction involving Kmart Holding Corporation and Sears, Roebuck
and Co., including future financial and operating results, the
combined company's plans, objectives, expectations and intentions
and other statements that are not historical facts.  The
statements are based on the current beliefs and expectations of
Kmart's and Sears' management and are subject to significant risks
and uncertainties.  Actual results may differ from those set forth
in the forward-looking statements.

A full-text copy of Kmart's November 17, 2004, filing containing a
Merger Fact Sheet is available for free at:

   http://sec.gov/Archives/edgar/data/1229206/000095012304013819/y68961ae425.htm

A full-text copy of Kmart's November 18, 2004, filing containing a
letter to all Kmart Associates from Aylwin Lewis, President of
Sears Holdings and CEO of Sears Retail, is available for free at:

   http://sec.gov/Archives/edgar/data/1229206/000095012304013820/y68961e425.htm

A full-text copy of the November 18, 2004, Conference Call
transcript is available for free at:

   http://sec.gov/Archives/edgar/data/1229206/000095012304013829/y68947je425.htm

A full-text copy of Kmart's November 22, 2004, filing containing a
Merger Overview is available for free at:

   http://sec.gov/Archives/edgar/data/1229206/000095012304014004/e68961e425.htm

A full-text copy of Kmart's November 29, 2004, filing containing
an interview by NY Magazine writer James J. Cramer with
billionaire financier Eddie Lampert is available for free at:

   http://sec.gov/Archives/edgar/data/1229206/000095012304014179/y68961be425.htm

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


KNOWLEDGE LEARNING: Moody's Puts B2 Rating on Credit Facility
-------------------------------------------------------------
Moody's Investors Service placed the ratings of Knowledge Learning
Corporation -- KLC -- and Kindercare Learning Centers, Inc. --
Kindercare -- under review for possible downgrade.  At the same
time, Moody's assigned a rating of B2 to KLC's proposed 7-year,
$640 million guaranteed senior secured credit facility.

The review for possible downgrade was prompted by the negative
implications of the proposed financing structure for the
anticipated purchase of Kindercare by KLC for $550 million in cash
and the assumption of debt for a total of approximately $1.1
billion.

The review will focus on:

   (a) the cash based leverage of the combined company;

   (b) the impact to earnings and cash flow of the large cash
       transition costs expected in 2005;

   (c) Moody's expectation of the cash generative power of the
       new entity and its ability to reduce debt via operating
       cash flow;

   (d) as well as the asset protection afforded to the different
       classes of debt.

The review will also incorporate Moody's opinion regarding:

   (a) the new entity's ability to significantly improve
       operating margins, cash from operations and leverage by
       2006;

   (b) the expected ability to improve occupancy rates at the
       centers in the face of historical declines; and

   (d) the ability of the management to extract sufficient cash
       from the real estate portfolio in a distress scenario to
       cover all classes of debt.

The existing $179 million issue of 9.5% senior subordinated notes
due 2009 of Kindercare contains change in control provisions which
will require the refinancing of this debt.  The review will be
concluded soon after the prospectus for the proposed new senior
subordinated debt issue is available.

The B2 rating on the proposed credit facility reflects its
subordination to the $300 million ($295 million current balance)
CMBS facility which in a distress scenario has prior claim on the
cash flow and on the assets of the mortgaged real estate.

The proposed credit facility will consist of

   * a 5-year, $100 million revolving credit and
   * a 7-year, minimally amortizing $540 million term loan.

The borrower will be KLC.  The borrowings will be guaranteed by
the direct operating subsidiaries of KLC as well as by its parent,
Knowledge Schools, Inc., which is a holding company for the KLC
asset.  The facility will be secured by first priority perfected
liens on substantially all tangible and intangible property,
excluding the 475 Kindercare centers pledged to the $300 million
CMBS facility.  The latter facility has a prior claim over the
bank facility on cash generated from the pledged centers as well
as on the proceeds from the disposition of pledged assets.

The ratings under review include:

-- KLC:

   * Senior Implied rating of Ba3;
   * $260 million senior secured credit facility due 2010, rated
     Ba3;
   * Issuer Rating of B1;

-- Kindercare:

   * Senior Implied rating of B1;
   * $125 million senior secured credit facility due 2008, rated
     Ba3;
   * $179 million issue of 9.5% senior subordinated notes due
     2009 rated B3;
   * Issuer Rating of B2

Assigned rating:

-- KLC

   * $640 million guaranteed senior secured credit facility due
     2012, rated B2.

Knowledge Learning Corporation, headquartered in Golden, Colorado
is a leading provider of childcare services.  It operates 801
centers in 33 states through its three business segments: Early
Childhood Education, School Partnerships, and Distance Learning.  
The company acquired Aramark Educational Resources, in May of
2003.  Combined pro forma revenue for fiscal year 2003 was $612
million.

Kindercare Learning Centers, headquartered in Portland, Oregon is
a leading provider of early childcare services with 1225 centers
across 39 states.  The company operates community centers and
employer sponsored centers under the Kindercare and Mulberry brand
names.  Total revenue for the last twelve months ending September
2004 was approximately $867 million.


L.J.R. MEYERS: Case Summary & 26 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: L.J.R. Meyers Enterprises, Inc.
        45 Broad Avenue
        Binghamton, New York 13904
        Tel: (607) 724-5015

Bankruptcy Case No.: 04-68820

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      W.C. Properties of Sidney, Inc.            04-68822

Chapter 11 Petition Date: December 17, 2004

Court: Northern District of New York (Utica)

Judge: Chief Judge Stephen D. Gerling

Debtor's Counsel: Jeffrey A. Dove, Esq.
                  Menter, Rudin & Trivelpiece, P.C.
                  500 South Salina Street, Suite 500
                  Syracuse, New York 13202
                  Tel: (315) 474-7541

                                     Total Assets   Total Debts
                                     ------------   -----------
   L.J.R. Meyers Enterprises, Inc.             $0      $736,380
   W.C. Properties of Sidney, Inc.             $0    $1,567,400


L.J.R. Meyers Enterprises, Inc.'s 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Burger King Corporation                       $227,128
Attn: W. Barry Blum, SVP
5505 Blue Lagoon Drive
Miami, Florida 33126

New York State Taxation & Finance              $98,543
Attn: John Dora
44 Hawley Street
Binghamton, New York 13901

W.C. Properties of Sidney, Inc.                $79,627
45 Broad Avenue
Binghamton, New York 13904

First Corporation                              $68,644
21146 Network Place
Chicago, Illinois 60673-1211

Maines Paper & Food                            $66,697

New York State Taxation & Finance              $29,536

Great America Leasing                          $21,845

New York State Taxation & Finance              $16,497

Internal Revenue Service                       $14,228

Davidson Fox & Company, LLP                    $14,072

Pennsylvania Department of Revenue             $11,511

G.E. Capital                                   $10,655

Pennsylvania Department of Revenue             $10,340

New York State Electric & Gas                   $9,173

George Weston Bakeries                          $8,240

American Express                                $7,239

Internal Revenue Service                        $6,946

Coughlin & Gerhart, LLP                         $5,591

Pennsylvania Department of Revenue              $5,196

Pennsylvania Department of Revenue              $5,013


W.C. Properties of Sidney, Inc.'s 6 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Delaware County                                $44,794
111 Main Street, PO Box 431
Delhi, New York 13753

Village of Sidney                              $24,508
21 Liberty Street
Sidney, New York 13838

Athens Township                                 $9,325
R.D. #1, PO Box 315
Riverside Drive
Athens, Pennsylvania 18810

Advanta                                         $2,292

Davidson Fox & Company                          $2,255

City of Binghamton                              $1,594


LIONEL CORP: Judge Lifland Okays $60 Million DIP Financing
----------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York put his stamp of approval on
Lionel LLC's motion to enter into postpetition credit agreements
with Guggenheim Corporate Funding LLC and Congress Financial Corp.  

As reported in the Troubled Company Reporter on Dec. 16, 2004,
Guggenheim and Congress agreed to provide Lionel an aggregate
amount of approximately $60 million of new credit.  The Debtors
will use $30 million of the three-year DIP Facility to transform
Guggenheim's prepetition $30 million term loan into a postpetition
obligation.  Lionel will gain access to $25 million of fresh
credit on a revolving basis and will obtain a new $4.2 million
term loan.

Headquartered in Chesterfield, Michigan, Lionel LLC --
http://www.lionel.com/-- is a marketer of model train products,  
including steam and die engines, rolling stock, operating and non-
operating accessories, track, transformers and electronic control
devices.  The Company filed for chapter 11 protection on Nov. 15,
2004 (Bankr. S.D.N.Y. Case No. 04-17324).  Abbey Walsh Ehrlich,
Esq., at O'Melveny & Myers, LLP, represents the Debtors on their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $10 million in assets and
debts.


MARINER HEALTHCARE: Moody's Holds 'B' Ratings After Acquisition
---------------------------------------------------------------
Moody's Investors Service confirmed the existing ratings of
Mariner Healthcare, Inc. -- Mariner Healthcare -- following the
completion of National Senior Care, Inc.'s -- National Senior Care
-- acquisition of Mariner Healthcare.  Mariner Healthcare's
outstanding senior secured credit facilities and senior
subordinated notes were repaid in full and retired.

This rating action concludes Moody's review initiated on July 9,
2004.  At that time, Moody's placed the ratings of Mariner
Healthcare on review for possible downgrade following the
announcement of National Senior Care's intention to acquire
Mariner Healthcare.

The following ratings confirmed:

   * $85 million senior secured revolving credit facility due
     2007, rated Ba3

   * $135 million senior secured term loan due 2009, rated Ba3

   * B1 senior implied rating

   * B2 senior unsecured issuer rating

   * $175 million 8.25% senior subordinated notes due 2013,
     rated B3

Mariner Healthcare, headquartered in Atlanta, Georgia, owns or
operates 252 skilled nursing and two assisted living facilities as
well as twelve long-term acute care hospitals representing
approximately 32,000 beds across the country.


MIRANT: Court Approves Avista Purchase of Coyote Springs Stations
-----------------------------------------------------------------
The U.S. Bankruptcy Court has approved the sale of half of the
Coyote Springs 2 generating station to Avista Corp. (NYSE: AVA)
from Mirant (OTC Pink Sheets: MIRKQ).  If the Federal Energy
Regulatory Commission and other agencies approve the sale, Avista
will own the entire facility.

The purchase price is $62.5 million, subject to adjustment.  If
approved, the transaction will give Avista an additional 140
megawatts of generating capacity to serve its customers' future
energy needs.

Because Mirant and certain of its affiliates are currently in
bankruptcy, the agreement was subject to approval of the U.S.
Bankruptcy Court.  The transaction could be completed in the first
quarter of 2005 if the remaining regulatory approvals are
successful.

Coyote Springs 2 is located near Boardman, Oregon.  The 280-
megawatt, natural gas powered, combined cycle combustion turbine
began commercial operation in July 2003.  Mirant purchased a half
interest in the plant from Avista during construction in 2001.

Avista Corp. -- http://www.avistacorp.com/-- is an energy company  
involved in the production, transmission and distribution of
energy as well as other energy-related businesses.  Avista
Utilities is a company operating division that provides service to
325,000 electric and 300,000 natural gas customers in four western
states.  Avista's non-regulated subsidiaries include Avista
Advantage and Avista Energy.  Avista Corp.'s stock is traded under
the ticker symbol "AVA."  

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.


MAGNETITE ASSET: Fitch Puts Low-B Ratings on Classes D & E
----------------------------------------------------------
Fitch Ratings affirms six classes of Magnetite Asset Investors
L.L.C. (Magnetite).  These rating actions are effective
immediately:

    -- $400,000,000 senior secured revolving credit facility
       'AA+';

    -- $55,000,000 class A first priority senior secured notes
       'AA+';

    -- $50,000,000 class B second priority senior secured notes
       'A+';

    -- $75,000,000 class C senior subordinated secured notes
       'BBB+';

    -- $30,000,000 class D subordinated secured notes 'BB+';

    -- $25,000,000 class E junior subordinated secured notes 'B+'.

Magnetite is a market value collateralized debt obligation -- CDO
-- that closed on Dec. 29, 1998.  The fund is managed by BlackRock
Financial Management, Inc., a subsidiary of BlackRock Inc.
(together with its subsidiaries 'BlackRock') a New York-based
investment manager with $323 billion in assets under management
across various investment strategies.  At inception, the
investment manager targeted an asset mix of 25% high yield loans,
50% high yield bonds, and 25% mezzanine investments, private
equity and distressed debt, collectively referred to as 'mezzanine
and special situation assets.'  

As of the Nov. 4, 2004, valuation date, the portfolio consisted of
33% bank loans, 55% high yield bonds, 6% equity, 4% percent
mezzanine investments, and the remaining balance in cash and other
eligible investments.  Kelso & Company, a private equity
specialist, advises Magnetite on the mezzanine and special
situation portion of the portfolio.  BlackRock does not foresee
additional investments in this asset category for Magnetite and is
opportunistically working to reduce its current positions.

Magnetite continues to perform as evidenced by the fund's growing
overcollateralization -- OC -- cushion.  The discounted collateral
covering the revolving facility and class A first priority notes
has increased from 135.9% at the Oct. 16, 2003, valuation date to
137.8% at the Nov. 4, 2004 valuation date.  The growth in the
cushion extends to the subordinate OC tests over the same time
period.  The discounted collateral covering the class B, C, D and
E notes has increased from 128.1%, 118.1%, 114.8% and 112.8% at
the Oct. 16, 2003, valuation date to 131.2%, 121.6%, 118.4%, and
116.3%, respectively, at the November 4, 2004, valuation date.  
The improvement in OC can be attributed to improved credit
markets, as well as sound investment decisions and continued risk
analysis by the portfolio manager.

As a result of this analysis, Fitch has determined that the
ratings assigned to the credit facility and notes still reflect
the current risk to noteholders.  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 Collateralised Debt
Obligations,' dated Sept. 13, 2004, available on Fitch Ratings web
site.


MORTGAGE CAPITAL: $3.8 Mil. Mortgage Cert. Rating Tumbles to 'D'
----------------------------------------------------------------
Fitch Ratings downgrades Mortgage Capital Funding, Inc.'s
multifamily/commercial mortgage pass-through certificates, series
1997-MC1:

     -- $3.8 million class J to 'D' from 'C'.

In addition, Fitch affirms the following certificates:

     -- $126.6 million class A-3 'AAA';
     -- Interest-only class X 'AAA';
     -- $39.5 million class B 'AAA';
     -- $36.2 million class C 'AAA';
     -- $32.9 million class D 'A+';
     -- $39.5 million class F 'BB';
     -- $6.6 million class G 'BB-';
     -- $13.2 million class H 'CCC';

The $13.2 million class E is not rated by Fitch.

The downgrade to class J is the result of the realized losses in
the amount of $6.1 million following the liquidation of two loans:          
     * a 274-room airport hotel property located in Cheektowaga,  
       New York; and

     * a retail center in Manchester, Tennessee.

Fitch does not expect the principal loss to be recovered and
therefore class J has been downgraded to 'D'.


MURRAY INC: Briggs & Stratton Board OKs $150 Million Acquisition
----------------------------------------------------------------
Briggs & Stratton Corporation's Board of Directors approved the
Company's offer in United States Bankruptcy Court to buy certain
assets of Murray, Inc., for $150 million.  Under the terms of the
offer, the Briggs would acquire substantially all of the assets of
Murray, with the exception of real estate located in the United
States.  The offer also is for the common stock of Hayter, Ltd., a
lawn and garden equipment manufacturer located in the United
Kingdom.  The transaction is contingent upon negotiation and
execution of mutually acceptable purchase agreements, satisfactory
completion of due diligence, a bankruptcy auction process, and
bankruptcy court and regulatory approvals.

On Oct. 18, 2004, the Company disclosed that it was establishing a
$10 million reserve on a trade receivable from Murray of
approximately $40 million because of developments affecting
Murray.  On Nov. 30, 2004, the Company indicated that its
receivable likely was further impaired, but was unable to quantify
the amount of the impairment.  Based on the current status of its
negotiations with Murray and its bankruptcy proceedings, it now
believe its receivable is likely fully impaired.  Consequently,
Briggs will recognize an additional pretax loss of approximately
$30 million in the second quarter of fiscal 2005.  This will
result in an after-tax charge of approximately $19 million or $.37
per share in the second quarter of fiscal 2005.

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.


NETWORK INSTALLATION: Former Pac Tel CEO Joins Advisory Board
-------------------------------------------------------------
Network Installation Corp. (OTC Bulletin Board: NWKI), disclosed
that former Pac Tel Cellular CEO Jeffrey Hultman has joined the
Company's Advisory Board.

Network Installation CEO Michael Cummings stated, "We are
extremely excited about having an individual with Jeff's stature
on our team.  His accomplishments in wireless communications speak
for themselves and Network Installation can only benefit from his
experiences and insight.  He will be a valuable asset to the
Company as we progress forward."

Jeff Hultman commented, "I'm delighted to join the Network
Installation Advisory Board.  The Company has a strong team of
successful professionals who have demonstrated success in a large
market segment.  The wireless communications and telecom
industries are collectively poised for another period of rapid
growth and require the services provided by Network Installation.  
I look forward to assisting the Company in the expansion of their
business to meet those demands.  I believe my experience in
building wireless systems will be of great assistance to the
Company."

From 1987 to 1991, Jeff Hultman served as CEO of Pac Tel Cellular
where he managed Pac Tel cellular properties in the United States
and oversaw operations and business development which included
over 2,500 employees in Atlanta, Detroit, Los Angeles, Oakland,
Sacramento and San Francisco.  During his tenure as CEO, revenues
increased from $100 million to over $1.0 billion in three years.  
He directed Pac Tel's successful efforts to win the West Germany
and United Kingdom PCS licenses over a dozen other applicants on
the strength of a superior business plan and detailed technical
system design for both countries.

In 1991 Mr. Hultman became CEO of Dial Page, Inc., a wireless
provider throughout the Southeast, offering paging and digital
mobile telephone services.  While at Dial Page, he expanded the
paging operations throughout seven states by multiple acquisitions
and internal growth and achieved a cumulative growth rate in
paging of 20% per year, increasing pagers in service from 148,000
to 360,000.  He managed over 450 employees and achieved revenues
of over $75 million with 38% margins and average revenue per pager
of $21, approximately double the industry.  Ultimately, Mr.
Hultman converted a series of limited partnerships into a
corporation and took Dial Page public leading four successful
public offerings which raised over $50 million in public and
private equity sales, $650 million through public sale and private
placement of high yield debt.  In August 1995, he successfully
negotiated the sale of the paging business to MobileMedia
Communication, Inc., and a merger of subsidiary Dial Call with
Nextel Communications, Inc. in February 1996.  Combined value of
these two transactions was in excess of $1 billion.  Mr. Hultman
attained his Bachelor of Science Degree in Agricultural Economics
in 1961 and Master of Science Degree, in Business Management in
1962, at the University of California, Davis. He currently serves
a director on the board of several organizations including Comarco
Inc., an Irvine, CA-based wireless performance engineering
company.

                        About the Company

Network Installation Corp. provides communications solutions to
the Fortune 1000, Government Agencies, Municipalities, K-12 and
Universities and Multiple Property Owners. These solutions
include the design, installation and deployment of data, voice and
video networks as well as wireless networks including Wi-Fi and
Wi-Max applications and integrated telecommunications solutions
including Voice over Internet Protocol applications.

At Sept. 30, 2004, Network Installation's balance sheet showed
a $213,146 equity deficit.


PCA INTERNATIONAL: S&P Junks Unsec. Debt Rating to CCC+ from B-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on PCA International LLC to 'B-' from 'B'.  The senior
unsecured debt rating on the company was lowered to 'CCC+' from
'B-'.  The outlook is negative.

"The downgrade is based on concerns over weaker-than-expected
sales and operating trends," explained Standard & Poor's credit
analyst Kristi Broderick.  "Same-store sales were negative for
both the second (9.7%) and third quarter (10.3%) of 2004, and the
average revenue per customer has fallen over the course of the
year due to an unfavorable shift in product mix. Also, 22% of
PCA's studios are located in the Southeast U.S., and they
experienced material declines in customer traffic due to
hurricanes.  Ratings on this North Carolina-based company reflect
its profitability pressures, limited liquidity, high leverage, the
significant seasonality of its business, and its relatively small
cash flow base."

The $1.3 billion domestic preschool portrait industry is highly
competitive and fragmented.  The market is composed of several
large competitors that operate within large host retailers,
including:

   -- CPI (Sears),
   -- Olan Mills (K-mart),
   -- Lifetouch (Target and J.C. Penney), and
   -- numerous smaller entities.  

PCA, with about a 25% market share, depends on its contractual
license agreement with Wal-Mart Stores Inc. for about 95% of its
revenues.  Any change in this agreement could have a significant
negative impact on the company's business.


PERRY ELLIS: S&P Affirms 'B+' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on apparel
company Perry Ellis International Inc. -- PERY -- to negative from
stable.

At the same time, Standard & Poor's affirmed its ratings on the
Miami, Florida-based company, including its 'B+' corporate credit
rating.  Total debt outstanding at Oct. 31, 2004, was about
$222 million.

The outlook revision follows the company's announcement that it
has entered into an agreement to acquire selected domestic assets
of Tropical Sportswear International Corp (TSI), as well as the
outstanding capital stock of its U.K. subsidiary, for about $85
million. TSI (D/--/--) announced on December 16 it had filed for
voluntary Chapter 11 bankruptcy protection).  The asset purchase
agreement is subject to the consent of TSI's creditors, and
requires regulatory and Bankruptcy Court approval.

The transaction is expected to close sometime in February 2005.  
PERY intends to fund the purchase with additional borrowings under
its secured bank facility.  "Although this transaction is expected
to provide PERY scale in the men's bottoms category, we are
concerned with the additional debt because PERY is already highly
leveraged," said Standard & Poor's credit analyst Susan Ding.

Furthermore, TSI's private label business is a lower-margined
operation, and the company had operational issues during 2003 and
2004, which negatively affected its vendor relationships and
margins.   Standard & Poor's expects that PERY will be challenged
to maintain its operating margins in the near term.

The outlook revision also incorporates Standard & Poor's review of
PERY's financial performance and operating results.  Although its
swimwear division is a relatively small portion of the total
business, operational issues in that division have dragged down
earnings and margins in the recent quarter ended October 2004, and
has caused the company to revise its earnings projections for 2004
and 2005 downwards.


POSSIBLE DREAMS: Court Approves Security Capital Settlement Pact
----------------------------------------------------------------
The United States Bankruptcy Court for the District of
Massachusetts, Eastern Division, approved a Settlement Agreement,
dated as of October 29, 2004, by and between Craig R. Jalbert, in
his capacity as Liquidating Trustee of Possible Dreams, Ltd., and
Security Capital Corporation (AMEX:SCC).

In October 2003, Possible Dreams, an indirect 75%-owned subsidiary
of Security Capital, filed for bankruptcy protection under Chapter
11 of Title 11 of the United States Code.  Security has filed
proofs of claim in the proceeding, but was also the subject of
claims pursued on behalf of Possible Dreams by the Trustee.  All
claims among the parties were resolved in the Settlement
Agreement, which provided for a net payment by Security to
Possible Dreams of $422,879.99.

Security Capital has also agreed to pay an outstanding severance
claim of an employee of Possible Dreams.  The Company has
established a reserve of $97,500 for such severance claim.

As a result of this settlement, Security will record a pre-tax
gain of $1,516,000 in the fourth quarter from the reversal of
amounts previously provided for in the financial statements
relating to the Possible Dreams bankruptcy proceedings in excess
of the settlement payment.

Security Capital does not expect any other material charges or
expenditures arising from the Possible Dreams liquidation.

The Company ceased to include the operating results of Possible
Dreams in its consolidated financial statements in October 2003
when Possible Dreams filed for bankruptcy protection.

The Company's two reportable segments are employer cost
containment and health services, and educational services.  The
employer cost containment and health services segment consists of
WC Holdings, Inc., which provides services to employers and their
employees primarily relating to industrial health and safety,
industrial medical care, workers' compensation insurance and the
direct and indirect costs associated therewith.  The educational
segment consists of Primrose Holdings, Inc., which is engaged in
the franchising of educational child care centers, with related
activities in real estate consulting and site selection services
in the Southeast and Southwest.  The Company's discontinued
operations consist of Pumpkin Masters Holdings, Inc., and Possible
Dreams.  Security Capital sold all of Pumpkin's assets in October
2004.

Security Capital Corporation operates three other subsidiaries in
three distinct business segments. The Company participates in the
management of its subsidiaries while encouraging operating
autonomy and preservation of entrepreneurial environments. The
three business segments of SCC are employer cost containment and
health services, educational services, and seasonal products.
Possible Dreams is a portion of the Company's seasonal products
segment.


PUTNAM CBO: Fitch Keeps Junk Rating on $75.8 Million Senior Notes
-----------------------------------------------------------------
Fitch Ratings affirms the rating of one class of notes issued by
Putnam CBO II, Limited/Corp., which closed Nov. 5, 1997.  These  
rating actions are effective immediately:

     -- $70,112,090 senior notes affirmed at 'BBB+'.
     -- $75,782,166 second priority notes remains at 'C'.

Putnam CBO II is a collateralized bond obligation -- CBO --
managed by Putnam Advisory Company LLC.  The collateral of Putnam
CBO II is composed of high yield corporate bonds and emerging
markets corporate and sovereign debt.  Payments are made semi-
annually in May and November and the reinvestment period ended in
November 2002.

According to the Nov. 1, 2004, trustee report, the portfolio
includes $6.11 million (5.09%) in defaulted assets.  The deal also
contains $29.79 million (22.31%) assets rated 'CCC+' or below,
excluding defaults.  The senior par value test is currently
passing at 145.4%, with a trigger of 130%.  The second priority
par value test is failing at 83.44% with a trigger of 106.5%.  The
senior interest coverage test is currently passing at 163.92%,
with a trigger of 139%.  The second priority interest coverage
test is failing at 89.74%, with a trigger of 112.75%.

The rating of the senior notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the aggregate outstanding
amount of principal by the stated maturity date.  The rating of
the second priority notes addresses the likelihood that investors
will receive ultimate interest and deferred interest payments, as
per the governing documents, as well as the aggregate outstanding
amount of principal by the stated maturity date.

Fitch will continue to monitor Putnam CBO II closely to ensure
accurate ratings. Deal information and historical data on Putnam
CBO II is available on the Fitch Ratings web site at
http://www.fitchratings.com/


RELIANCE GROUP: Liquidator Wants Court Nod on Lloyd's Commutation
-----------------------------------------------------------------
M. Diane Koken, Insurance Commissioner of Pennsylvania and
Liquidator of Reliance Insurance Company, asks Judge Colins in
the Commonwealth Court to approve the Commutation and Release
Agreement between RIC and certain Underwriters at Lloyd's of
London.

Mechanical Breakdown Protection, Inc., markets and administers
vehicle service contracts.  In the event of a breakdown, MBPI
pays for the cost of covered repairs to its customers' vehicles.
MPBI sold vehicle service contracts through automobile
dealerships, which acted as MBPI's sales agents.

From 1991 through 1999, RIC issued Contractual Liability
Agreements to MBPI.  The Contractual Liability Agreements
protected either the automobile dealerships for their liability
under the vehicle service contracts, or the automobile purchasers
directly.  Pursuant to RIC's Vehicle Service Contract Program
Administration Agreement with MBPI, all administrative and claims
handling functions were handled by MBPI.  As a result, MBPI
should know the identity and location of all automobile dealers
and owners that purchased vehicle service contracts.

On April 19, 1994, RIC entered reinsured 100% of its obligations
under the MBPI Agreements with the Lloyd's Underwriters, pursuant
to certain Motor Vehicle Extended Warranty Reinsurance
Agreements.  MBPI is neither a party nor a beneficiary to the
Reinsurance Agreements.

Deborah F. Cohen, Esq., at Pepper Hamilton, in Philadelphia,
Pennsylvania, explains that as a result of RIC's liquidation, the
MBPI Agreements were terminated on November 2, 2001, and RIC's
liability was extinguished.  With this transaction came the
concomitant termination of the Lloyd's Underwriter's liability
under the MBPI Agreements.  To finalize the matter, the Lloyd's
Underwriters entered a Commutation Agreement that commuted all
obligations under the Reinsurance Agreements to RIC for a
$11,696,473 Commutation Amount.

The Lloyd's Underwriters currently owe RIC $16,663,301.  On the
other hand, RIC owes the Lloyd's Underwriters $4,966,831.
Therefore, the Commutation Amount is the result of a mutual set-
off.

The Lloyd's Underwriters will make the payment by wire transfer
to:

           Mellon Bank
           Pittsburgh, PA
           ABA# 043000261
           Credit: Reliance Insurance Company
           CHIPS No.: 044840
           S.W.I.F.T.: MELN US 3P
           A/C#: 079-7806
           Ref.: K. Lee

The Commutation Agreement will resolve any and all liability of
the Lloyd's Underwriters to MBPI, its automobile dealers,
automobile purchasers and any other customers arising under any
of the Agreements.  Once the Commutation Agreement is authorized
by a representative of both RIC and the Lloyd's Underwriters, and
approved by the Commonwealth Court, the $11,696,473 will be
released.

The Commutation Agreement was negotiated between RIC and the
Lloyd's Underwriters, Ms. Cohen says.  The Commutation Agreement
is fair and reasonable to the estate and is in the best interests
of policyholders, claimants and the general public.  The
Commutation Amount is adequate for the reinsurance and unearned
premium obligations to RIC.

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)


ROBERDS, INC.: Has Until April 13 to File a Chapter 11 Plan
-----------------------------------------------------------
The Honorable Thomas F. Waldron awarded Roberds, Inc., more time
to file a chapter 11 plan.  Roberds has the exclusive right to
file a chapter 11 plan through April 13, 2005, and has the
exclusive right to solicit creditors' acceptances of that plan
through June 9, 2005.  

Initially, the Debtor had hoped to file a plan of reorganization.  
Early in its restructuring process, Roberds closed some stores in
Florida and Cincinnati.  After trying to formulate and implement a
business plan focusing on its remaining locations, the debtor
concluded that its remaining assets needed to be liquidated to
preserve the value of its assets.  The debtor then closed its
remaining stores in Georgia, Indiana and Ohio and a court
appointed liquidator conducted going-out-of-business sales at
those locations.  Subsequently, the company's remaining property
was sold at public auction.  Roberds now hopes to file a
liquidating chapter 11 plan.

Several preference actions have already been filed by the
debtor. Other assets are being pursued, such as money due from
Hilco Retail Trading, LLC as liquidators in this estate and
monies due from vendors on credit memoranda, on claims against
Lumbermens Mutual Casualty Co. relative to a certain insurance
policy, and on certificates of deposit possible held as security
deposits for state obligations of the debtor. In addition,
Debtor is dealing with administrative claim issues, warranty
service contract issues, and employee medical plan issues.
Consequently, the facts necessary to develop a plan are not yet
fully known. In addition the debtor states that it is premature
for a plan to be formulated and filed in the immediate future,
as the debtor does not have sufficient funds on hand at this
time to pay administrative expenses on the Effective Date.

Roberds, Inc., was a leading retailer of a broad range of home
furnishing products, including furniture, bedding, major
appliances and consumer electronics. The company filed for chapter
11 protection (Bankr. S.D. Ohio Case No. 00-30194) on August 22,
2001 before the Honorable Walter H. Rice. Robert Bruce Berner, Esq
and Timothy Alan Riedel, Esq. of Arter & Hadden and Nick Vincent
Cavalieri, Esq. and Yvette Ackison Cox, Esq. and Helen Marie Mac
Murray of Kegler Brow Hill & Ritter represent the debtor in its
restructuring efforts.


ROCHESTER HOUSING: S&P Cuts $4.2M Bond Rating to 'B+' from 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Rochester
Housing Authority -- Stonewood Village Apartments, New York's
$4.2 million bonds series 1993 bonds to 'B+' from 'BB'.  The
outlook is stable.

The downgrade reflects the continued decline in debt service
coverage to 0.77x maximum annual debt service (MADS) for the
fiscal year ended September 2003, down from 0.94x MADS for the
fiscal year ended September 2002.  

The ability of the project manager to increase revenues has been
limited as indicated by the average rental income for the project
for fiscal 2002-2003 remaining stable at $722 per unit per month.
Expenses per unit increased sharply by 15% to $5,452, from $4,736
in fiscal 2001-2002.  Gross monthly contract rent per unit also
remained stable at $733.  The project has not received any rental
increases since 1997.  The rents at the property are currently
102% above fair market rents.  Projects with rents above HUD's
fair market rents are highly susceptible to rent freeze.

The expense ratio for fiscal 2002-2003 was at 60%, higher than 52%
for fiscal 2001-2002.  The increase in expenses is primarily due
to:

   -- 16% increase in administrative expenses,
   -- 10% increase in maintenance and repair expenses, and
   -- 17% increase in tax and insurance expenses.


SALOMON BROTHERS: S&P Hacks Class F-DS Certificate Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Salomon
Brothers Mortgage Securities VII Inc.'s commercial mortgage pass-
through certificates on classes C, D, E-NM, and F-NM from series
2001-CDC and placed them on CreditWatch with negative
implications.  

At the same time, the ratings on classes E-DS and F-DS are
lowered, and the ratings on classes B, E-GF, F-GF, and X-3B-DS are
affirmed.

This transaction initially consisted of 17 LIBOR-based adjustable
loans.  Three loans remain. The lowered ratings reflect the
deterioration in the operating performance of the collateral of
the remaining loans, all three of which are in special servicing.

The largest remaining loan (representing 65% of the mortgage pool
balance) consists of a $60.4 million senior interest in a $79.0
million whole loan, known as the Divco-SVP loan, secured by seven
flex/office buildings in California.  Net cash flow -- NCF -- for
the year ended Dec. 31, 2003, for the Divco-SVP loan portfolio has
declined by 43% since issuance.

Occupancy dropped to 81% at year-end 2003 from 100% at year-end
2002, reflecting the weakness of the office market and after-
effects of the technology crash in the Bay Area.  In September
2004, the loan was extended to Dec. 11, 2005, from its initial
maturity date of Dec. 11, 2003, following a one-time, principal
reduction of $3.8 million in April 2004.  The loan remains
current.

The second largest remaining loan (representing 20% of the
mortgage pool balance) consists of a $18.8 million senior interest
in a $29.0 million whole loan secured by 74 New Montgomery, a
119,481-square-foot office building in downtown San Francisco,
California.  

The loan matures in February 2005, with one 12-month extension
available.  While NCF for the property has increased since
issuance, and the building is presently 95% occupied, the major
tenant in the building is requesting that its existing lease rate
be reduced to current market rents in connection with its possible
renewal of its lease(s), which represent more than 50% of the
building's total space before expiration in March 2005.

Standard & Poor's has placed four classes, including the two raked
classes specifically tied to this loan, on CreditWatch with
negative implications, pending the resolution of the renewal of
the major tenant.  Depending on the outcome, further rating
actions may be warranted.

The third loan (representing 15% of the mortgage pool balance) is
known as the GF Hotel Portfolio loan, and consists of a $14.4
million senior interest in a $27.9 million whole loan.  The loan,
which was originally secured by a portfolio of nine hotels,
matured in May 2004.  

Eight of the nine hotels have been liquidated, and proceeds were
used to pay outstanding advances and reduce principal.  As a
result, the A portion of the senior interest of this loan has been
paid off.  The remaining hotel, a 176-room Radisson in Enfield,
Connecticut, is under contract and expected to close in January
2005.  

Based on conversation with Midland Loan Services Inc. (which is
both the servicer and the special servicer on this transaction),
it is expected that, upon liquidation of this last remaining
asset, a loss will be realized on the raked classes specifically
tied to this loan.

       Ratings Lowered and Placed on Creditwatch Negative
   
          Salomon Brothers Mortgage Securities VII Inc.
       Commercial mortgage pass-thru certificates 2001-CDC
   
                                Rating
                                ------
                  Class   To               From
                  -----   --               ----
                  C       BBB-/Watch Neg   A
                  D       BBB-/Watch Neg   A-
                  E-NM    BB/Watch Neg     BBB
                  F-NM    BB-/Watch Neg    BBB-


                         Ratings Lowered

          Salomon Brothers Mortgage Securities VII Inc.
       Commercial mortgage pass-thru certificates 2001-CDC
   
                                Rating
                                ------
                     Class   To         From
                     -----   --         ----
                     E-DS    B+         BBB+
                     F-DS    B          BBB


                        Ratings Affirmed
   
          Salomon Brothers Mortgage Securities VII Inc.
       Commercial mortgage pass-thru certificates 2001-CDC
   
                        Class     Rating
                        -----     ------
                        B         AAA
                        E-GF      CCC
                        F-GF      CCC-
                        X-3B-DS   AAA


SAN LUIS: Section 341(a) Meeting Slated for January 20
------------------------------------------------------       
The U.S. Trustee for Region 19 will convene a meeting of San Luis
Hills Farm, Inc.'s creditors at 1:30 p.m., on Jan. 20, 2004, at
the U.S. Custom House, 721 19th Street, Room 104, Denver, Colorado
80202. This is the first of creditors required under U.S.C. Sec.
341(a) in all bankruptcy cases.

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

Headquartered in Fort Garland, Colorado, San Luis Hills Farm, Inc.
operates a farm.  The Company filed for chapter 11 protection on
December 13, 2004 (Bankr. D. Colo. Case No. 04-36809).  Deanna L.
Westfall, Esq., at Bennington Johnson Biarman & Craigmile, LLC and
Robert Padjen, Esq., at Rubner Padjen & Lauffer, LLC represent the
Debtor's restructuring.   When the Debtor filed for protection
from its creditors, it listed estimated assets of $1 million to
$10 million and estimated debts of $10 million to $50 million.


SAN LUIS: Hires Bennington Johnson & Rubner Padjen for Legal Work
-----------------------------------------------------------------
San Luis Hills Farm, Inc. asks the U.S. Bankruptcy Court for the
District of Colorado for permission to jointly employ Bennington
Johnson Biarman & Craigmile, LLC, and Rubner Padjen & Lauffer,
LLC, as its general bankruptcy counsel in its chapter 11
restructuring.

Bennington Johnson and Rubner Padjen are expected to:

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

   b) prepare on behalf of the Debtor a plan of reorganization and
      disclosure statement and assist in obtaining approval and
      confirmation for the plan and disclosure statement;

   c) assist and represent the Debtor at all Court appearances and
      negotiations in its chapter 11 case;

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

   e) perform other legal services for the Debtor that will me
      appropriate and necessary.

Deanna L. Westfall, Esq., a Member at Bennington Johnson, and
Robert Padjen, Esq., a Member at Rubner Padjen, are the lead
attorneys for the Debtor. Ms. Westfall discloses that her Firm
received a 6,553.01 retainer and she will bill the Debtor at $225
per hour. Mr. Padjen discloses his Firm also received a 6,553.01
retainer, and he will bill the Debtor at $240 per hour.

Ms. Westfall reports Bennington Johnson's professionals bill:

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

Mr. Padjen reports Rubner Padjen's professionals bill:

    Professional         Designation      Hourly Rate
    ------------         -----------      -----------
    Joel Lauffer         Counsel             $300
    Robert Padjen        Counsel              240

Bennington Johnson and Rubner Padjen assure that Court that they
do not represent any interest adverse to the Debtor or its estate.

Headquartered in Fort Garland, Colorado, San Luis Hills Farm,
Inc., operates a farm. The Company filed for chapter 11 protection
on December 13, 2004 (Bankr. D. Colo. Case No. 04-36809).  When
the Debtor filed for protection from its creditors, it listed
estimated assets of $1 million to $10 million and estimated debts
of $10 million to $50 million.


SENIOR LIVING: Zurich Settles "Partner" 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.

                    Debtor's De Facto Partner

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.

                           No Admission

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 Nov. 19,
2003, completing the Company's emergence from bankruptcy.


SEROLOGICALS CORP: S&P Affirms Low-B Ratings & Positive Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on life
science company Serologicals Corporation to positive from stable
in light of the company's use of equity financing to repay
acquisition-related debt.  

The 'B+' corporate credit, 'BB-' bank loan, and 'B-' subordinated
debt ratings on Atlanta, Georgia-based Serologicals are affirmed.  
The recovery rating of '1' is also affirmed.

"The outlook revision reflects the company's improved capital
structure and demonstrated commitment to the careful use of
borrowings to support its growth initiatives," said Standard &
Poor's credit analyst David Lugg.  "The latter is evidenced by the
recently completed equity offering."

Serologicals will use the proceeds to repay the $80 million term
loan used to finance the October 2004 acquisition of privately
held Upstate Biotech.  Pro forma for the acquisition and
subsequent equity offering, adjusted total debt to EBITDA falls to
2.8x from 3.2x and total debt to capital falls to 28% from 43%.

The acquisition of Upstate Biotech broadened Serologicals'
existing portfolio of specialty laboratory reagents by adding a
substantial range of tools to research cell signaling.  Moreover,
Upstate has a rapidly growing business that performs assays on a
contract basis, a new opportunity for Serologicals.

The low, speculative-grade ratings on Serologicals continue to
reflect the risks related to its acquisitive growth model and its
vulnerable niche positions in the laboratory supply market.  

The company produces a range of products used by health care
companies to discover and manufacture drugs and diagnostic
products.  Its products range from specialized reagents for basic
research to supplements used in the manufacture of monoclonal
antibodies.  

The supplements are attractive because of the high margins they
command and because the drug company customers that use them face
high switching costs imposed by regulation.


SOLUTIA INC: St. Clair County Wants to Collect Ad Valorem Taxes
---------------------------------------------------------------
For many years, Solutia Inc. and its debtor-affiliates or their
predecessors have operated a plant at St. Clair County in Sauget,
Illinois.  During that time, the Debtors have provided St. Clair
County with substantial receipts in tax revenues arising from the
assessment of ad valorem taxes on the Debtors' real property
located at the Plant and other real property located in St. Clair
County.

The County is located in Southern Illinois and the various taxing
bodies there rely heavily on tax revenues from corporations like
the Debtors doing business in the County.  When preparing their
internal budget and facilitating budget requests to State and
Federal agencies, the taxing bodies depend on the anticipated tax
receipts of the Debtors.  Ad valorem tax revenues are a chief
source of public revenue in St. Clair County.

David A. Sosne, Esq., at Summers, Compton, Wells & Hamburg, in
St. Louis, Missouri, relates that in the case of the Debtors'
Plant, ad valorem taxes fund many different operations,
including:

    -- Cahokia Unit #187 School District;
    -- SWIC District #522, a community college district;
    -- Village of Sauget;
    -- Centerville Township;
    -- East Side Health, which provides public health services;
    -- Metro East Sanitary; and
    -- St. Clair County.

Without the tax revenues, the schools, roads, fire protection,
public health and other municipal and local services will suffer
substantially, Mr. Sosne explains.  Cahokia Unit #187 School
District, which is on the State of Illinois Financial Watch List
for schools in financial trouble, cannot afford to lose any
additional revenue.  Furthermore, the communities being served by
these taxes have a substantial number of poor and low-income
citizens and can ill afford any loss or delay in tax revenue.

The County and the other taxing entities are political
subdivisions of the State of Illinois and are authorized to
assess, levy and collect ad valorem taxes on real property
located within their jurisdictions pursuant to the Illinois
Constitution and the Illinois Property Tax Code.

The Debtors owe the County $1,331,598 for 2003 ad valorem taxes
with interest accruing and becoming due on a monthly basis at
1-1/2% per month beginning June 30, 2004.  The Debtors owe the
County $1,353,467 as of November 30, 2004, after taking into
account interest and a small payment made by the Debtors for
postpetition taxes.

The Illinois Property Tax Code provides that a lien for all
taxes, penalties, interest and cost will attach to any property
on which a lien is imposed by law on the first day of the year of
the tax year in issue and will continue in full force until
discharged by payment or sale.  Under Illinois law, a lien for ad
valorem taxes on real property subject to those taxes is created
and effective as of January 1st of each year.

According to Mr. Sosne, the 2003 ad valorem taxes owed by the
Debtors to the County comprise all or primarily a prepetition
secured claim because the taxes were assessed as of January 1,
2003.  Payment of 2004 ad valorem taxes, which become due June
and September 2005 constitute a postpetition secured claim.

In Illinois, the taxes "shall be a prior and first lien on the
property, superior to all other liens and encumbrances, from and
including the first day of January in the year in which the taxes
are levied until the taxes are paid or until the property is sold
under the Code."  Therefore, the County holds a first lien
secured on the Debtors' property located within the County for
all prepetition taxes owed by the Debtors.

Furthermore, the County has obtained a postpetition lien as of
January 1, 2004, on all of the Debtors' real property situated in
the County for payment of 2004 ad valorem taxes owed by the
Debtors.  Perfection of the County's lien for payment of the
Debtors' 2004 ad valorem taxes is exempted from the automatic
stay.

Moreover, interest accrues on all delinquent taxes at a rate of
1-1/2% per month from the date of delinquency.  Since payment of
Debtors' 2003 ad valorem taxes was due:

    (a) June 30, 2004 -- for one half of the amount owed; and
    (b) September 1, 2004 -- for the remaining one half owed,

the County's current prepetition secured claim will further
increase at $19,153 per month.

As of September 30, 2004, the Debtors had in about $92,000,000
reserve cash and cash equivalents.

Accordingly, the County asks the Court to:

    (a) direct the Debtors to satisfy the County's prepetition
        secured claim; or

    (b) in the alternative, authorize the Debtors to make monthly
        interest payments at 1-1/2% per month to the County as
        adequate protection retroactive to the date of
        delinquency.

Mr. Sosne points out that a tax collector of another county --
the Tax Collector of Escambia County, Florida -- obtained a Court
order, pursuant to which the Debtors are required to make
payments of prepetition secured tax claims, which are similar, if
not identical, to the type of claim that St. Clair County has.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a  
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  (Solutia Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ST. LOUIS: Moody's Affirms B3 Rating on Senior Revenue Bonds
------------------------------------------------------------
Moody's affirms the B3 rating and negative outlook assigned to St.
Louis Industrial Development Authority's $98 million in senior
lien hotel revenue bonds.  Affirmation of the rating follows a
draw on the debt service reserve fund to pay a portion of senior
lien debt service due on December 15, 2004, a clear sign of
continued credit stress.  In August 2004, Moody's downgraded the
rating to B3 from Ba3 based on the project's poor financial
performance.  At that time, we anticipated the reserve fund draw
would occur in order to make the December 15th payment, given the
project's failure to generate revenues sufficient to cover
operations and dwindling resources available to pay debt service.  
If the project were to rely solely on project revenues, a default
could occur as early as December 2005.  However, Moody's has not
lowered the rating at this time, given Moody's view of the
financial incentives of equity-holder Kimberly-Clark Corporation
(senior unsecured debt rated Aa2), acting through its affiliate,
Housing Horizons, LLC, to make additional cash contributions in
the future.

The bonds were issued in 2000 to finance a portion of the costs of
construction and renovation of the headquarters hotels for the
America's Center Convention Center in downtown St. Louis. The 165-
room Renaissance Suites opened for business in April 2002, and the
918-room Renaissance Grand opened for business in February 2003.  
The bonds are secured by a pledge and assignment of net revenues,
generated primarily from the operation of the two hotels, a debt
service reserve fund, standby credit facilities, and a first lien
mortgage on the project.

As expected, continued poor performance required drawdown of
remaining standby commitment balances earlier this month to cover
the operating deficit in 2004.  The project could draw down the
remainder of the senior lien debt service reserve as soon as June
15, 2005, if project revenues or other third party resources are
not sufficient to cover debt service due at that time.  Despite
the anticipated depletion of reserves, the B3 rating is supported
by our expectation that equity-holder Kimberly-Clark Corporation
(senior unsecured debt rated Aa2), acting through its affiliate,
Housing Horizons, LLC, although not obligated, will continue to
subsidize operations as long as their benefits from the
substantial federal tax credits associated with the project
outweigh Kimberly-Clark's required financial contribution to the
hotel.  Based on current projections, Moody's expects these tax
credits will remain significantly larger than the required
financial contribution in each of 2005 and 2006.


THE BRICKMAN GROUP: S&P Affirms Low-B Rating & Stable Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on The
Brickman Group Ltd. to stable from negative.  At the same time,
the 'BB-' corporate credit and senior secured debt ratings, and
'B' subordinated debt rating, were affirmed.  

Brickman had about $237 million in total debt outstanding as of
Sept. 30, 2004.  For analytical purposes, Standard & Poor's
continues to view Brickman and parent company Brickman Group
Holding Inc. as one economic entity.

"The outlook revision reflects Brickman's improved financial
profile and the expectation that the company's credit protection
measures will remain appropriate for the rating," said Standard &
Poor's credit analyst Jean C. Stout.

The speculative-grade ratings reflect Brickman's narrow focus,
limited financial flexibility, and high debt burden.  These
factors are somewhat mitigated by the company's good position
within the highly fragmented commercial landscape maintenance
service market and by the favorable growth prospects in the
industry.

Gaithersburg, Maryland-based Brickman provides commercial
landscape maintenance and design, and snow removal services.  The
U.S. landscaping sector is extremely fragmented and highly price
competitive.  Brickman is one of only two national providers
focused solely on the U.S. commercial landscape maintenance
services market.  The company's broad geographic presence and
maintenance contracts with diverse customers somewhat limit
the risk from changes in a single market and provide a stream of
recurring revenue.

Ratings stability incorporates the expectation that, despite
participation in a highly fragmented and competitive environment,
Brickman is expected to maintain credit protection measures
appropriate for the rating.


THE MIIX GROUP: Files for Chapter 11 Protection in Delaware
-----------------------------------------------------------
The MIIX Group, Incorporated (OTC:MIIX) and its subsidiary, New
Jersey State Medical Underwriters, Inc., each filed a voluntary
petition under Chapter 11 of Title 11 of the United States
Bankruptcy Code with the United States Bankruptcy Court for the
District of Delaware.  The companies continue to operate their
businesses and manage their properties as debtors-in-possession
under the jurisdiction of the Bankruptcy Court and in accordance
with the applicable provisions of the Bankruptcy Code.  To date,
no creditors' committee or trustee has been appointed in this
case.

The Board of Directors has retained Traxi LLC, a special situation
advisory firm, as a financial and restructuring consultant to
assist the Company with the Chapter 11 filing and related
restructuring efforts.  Perry M. Mandarino, a Senior Managing
director at Traxi, was appointed Chief Restructuring Officer
leading the restructuring engagement.

As disclosed previously the Company has received one indication of
interest from MDAdvantage Holdings, Inc., to acquire certain
assets of Underwriters and one additional possible offer.  The
Company continues to negotiate with MDAdvantage Holdings, Inc.,
the documentation relating to a possible sale of Underwriter's
assets, subject to the receipt of all necessary approvals and
"higher or better offers" prior to closing.

The bankruptcy filing does not include MIIX Insurance Company,
which on September 28, 2004 was placed into rehabilitation by
Order of the Superior Court of New Jersey.  The Commissioner of
the New Jersey Department of Banking and Insurance serves as
Rehabilitator with exclusive control over the business and
property of MIIX Insurance Company.

Headquartered in Lawrenceville, New Jersey, The MIIX Group --
http://www.miix.com/-- provides management and claims  
administrative services to the medical professional liability
insurance industry, and a range of consulting products to
physician and healthcare providers. The MIIX Group of Companies
currently protects existing physician, medical professional, and
institutional insureds through its long-term commitment to run-off
insurance operations.  The Company and its debtor-affiliate filed
for chapter 11 protection on Dec. 20, 2004 (Bankr. D. Del. Case
No. 04-13588).  Andrew J. Flame, Esq., at Drinker Biddle & Reath
LLP represent the Debtors in their restructuring efforts.  When
the MIIX Group filed for protection from its creditors, it listed
$9,871,000 in total assets and $8,974,000 in total debts.  As of
petition date, New Jersey State Medical Underwriters, Inc.,
estimated between $10 million to $50 million in total assets and
debts.


THE MIIX GROUP INC: Case Summary & 31 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: The MIIX Group, Incorporated
             Two Princess Road
             Lawrenceville, New Jersey 08648

Bankruptcy Case No.: 04-13588

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                        Case No.
      ------                                        --------
      New Jersey State Medical Underwriters, Inc.   04-13589

Type of Business: The Company provides management services to
                  medical malpractice insurance companies.
                  See http://www.miix.com/

Chapter 11 Petition Date: December 20, 2004

Court: District of Delaware (Delaware)

Debtor's Counsel: Andrew J. Flame, Esq.
                  Drinker Biddle & Reath LLP
                  1100 North Market Street, Suite 1000
                  Wilmington, Delaware 19801
                  Tel: (302) 467-4200
                  Fax: (302) 467-4201

Chief
Restructuring
Officer:          Perry M. Mandarino
                  Traxi LLC
                  212 West 35th Street
                  New York, New York 10001

Crisis Managers:  Traxi LLC
                  212 West 35th Street
                  New York, New York 10001

Financial
Advisors:         SSG Capital Advisors, L.P.
                  Five Tower Bridge, Suite 420
                  300 Barr Harbor Drive
                  West Conshohocken, Pennsylvania 19428

Financial Condition of The MIIX Group, Inc. as of September 30,
2004:

      Total Assets: $9,871,000

      Total Debts:  $8,974,000

Financial Condition of New Jersey State Medical Underwriters,
Inc.:

      Estimated Assets: $10 Million to $50 Million

      Estimated Debts:  $10 Million to $50 Million


The MIIX Group, Inc.'s 11 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
New Jersey State Medical         Intercompany Debt    $8,605,415
Underwriters, Inc.
2 Princess Road
Lawrenceville, New Jersey 08648

Stuart Glasser, M.D.             Law Suit             $2,500,000
c/o Stephen A. Weiss, Esq.
Seeger Weiss LLP
One William Street
New York, New York 10004

Pegasus Advisors                 Intercompany Debt       $40,644
2 Princess Road
Lawrenceville, New Jersey 08648

Saiber Schlesinger Satz &        Legal Fees              $18,116
Goldstein, LLC

Tri State Financial Press        SEC Printing            $13,022

PriceWaterhouseCoopers           Tax Services             $6,690

Equiserve                        Transfer Agent Fee       $2,202

Shareholder.com                  Investor Relations       $1,500

Mellon Global Securities         Investment Fees          $1,335

Business Wire                    SEC Printing               $160

Neil E. Weisfeld                                         Unknown

New Jersey State Medical Underwriters, Inc.'s 20 Largest Unsecured
Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Administration & Information     Intercompany Debt    $5,091,822
Management
2 Princess Road
Lawrenceville, New Jersey 08648

MIIX Insurance Company           Intercompany Debt    $3,220,956
c/o The Honorable Holly C. Bakke
Department of Banking & Insurance
PO Box 325
Trenton, New Jersey 08625-0325

Medical Brokers, Inc.            Intercompany Debt    $2,382,664
2 Princess Road
Lawrenceville, New Jersey 08648

Pegasus Advisors                 Intercompany Debt      $520,838
2 Princess Road
Lawrenceville, New Jersey 08648

Gordon Lawrenceville Realty      Office Space Rental     $37,996

PBCC                             Copier Lease            $30,493

Systems Union                    Computer Service        $16,953

Roynan, James                    Severance               $15,577

Saiber Schlesinger Satz &        Legal Fees              $13,298

Li, Xyion                        Severance               $12,436

Davis, Williams                  Severance               $12,432

Thornton, Virginia               Severance               $11,515

Honeywell, Inc.                  Security                 $9,641

Ascential Software               Vendor                   $9,044

Myers, Dawn                      Severance                $8,388

Bloomberg                        Investments              $8,100

Six Peak Software                Consulting               $6,270

Verizon                          Telephone                $4,670

Modern Facilities Services       Janitorial Services      $3,559

Sunguard Recovery Services       Recovery Fees            $3,238


THERMADYNE HOLDINGS: David Dyckman Replaces James Tate as CFO
-------------------------------------------------------------
Thermadyne Holdings Corporation (OTCBB:THMD) has appointed David
L. Dyckman Executive Vice President and Chief Financial Officer.  
He replaces James H. Tate, who resigned effective Dec. 15, 2004 to
pursue other business interests.

In this position, Mr. Dyckman will be a member of the company's
executive leadership team and will be directly responsible for
financial reporting and control, compliance, corporate
development, the business planning process, investor relations,
information technology, legal and human resources administration.

Mr. Dyckman has served as Chief Financial Officer and Vice
President of Corporate Development of NN, Inc., a publicly-traded
global manufacturer of precision bearing components since 1998.  
Previously, he has served as Vice President, Marketing and
International Sales of the Veeder-Route Division of Danaher
Corporation, a manufacturer of tools and environmental control
products, and has held various managerial and executive positions
with Emerson Electric Co.  He holds an M.B.A. and a B.A. in
Applied Mathematics from Cornell University.

"Over the past year, we have begun to reorganize, restructure and
rebuild the organization to execute our new business plan and we
are very pleased to have Dave join our executive team to further
advance our progress," said Paul D. Melnuk, Thermadyne's Chairman
and Chief Executive Officer.  "He brings proven financial
leadership as well as operational management and analytical
capabilities that will contribute to the necessary improvement in
the underlying performance of our business," he added.

                       About the Company

Thermadyne Holdings Corporation -- http://www.Thermadyne.com/--  
headquartered in St. Louis, Missouri, is a leading global marketer
of cutting and welding products and accessories under a variety of
brand names including Victor(R), Tweco(R) / Arcair(R), Thermal
Dynamics(R), Thermal Arc(R) , Stoody(R), GenSet(R) and Cigweld(R).
Its common shares trade on the OTC Bulletin Board under the symbol
THMD.  

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2004,
Standard & Poor's Ratings Services revised its outlook on  
Thermadyne Holdings Corporation to negative from stable while, at  
the same time, affirming the 'B+' corporate credit and 'B-'  
subordinated debt ratings on the company. Total debt outstanding  
at Sept. 30, 2004, was $260 million.

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


THINK AGAIN: Files for Chapter 11 Protection in E.D. Tennessee
--------------------------------------------------------------
PMC Wholefood Farmacy Corp.'s (Pink Sheets: WFMC) wholly owned
subsidiary, Think Again, Inc., filed for protection under Chapter
11 of the Bankruptcy Act in the United States Bankruptcy Court for
the Eastern District of Tennessee, Greenville Division.  

The Company disclosed that Don Tolman has officially resigned from
all his positions in the Company and that Mark Bowen and Steve
Tilton have been elected to the Company's Board of Directors
replacing the former board.  The Board then selected Mr. Bowen to
be the Company's Chief Executive Officer and Tilton as its new
president.

In commenting on the news, Steve Tilton stated: "We believe these
actions were in the best interest of the Company to protect it
from any adversity which may arise from the Whole Living, Inc.
lawsuit.  We believe the Company will be able to move forward with
its business plans and emerge from Chapter 11 as a stronger
company.

Headquartered in Rogersville, Tennessee, Think Again, Inc. (d/b/a
Great American Whole Food Farmacy) -- http://www.wholefoodfarmacy.com/-
- is at the forefront of the emerging health and wellness
industry.  The Company's products include whole foods and Phi
Plus.  The Company filed for chapter 11 protection on Dec. 8, 2004
(Bankr. E.D. Tenn. Case No. 04-24141).


TODD MCFARLANE: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Todd Mcfarlane Productions, Inc.
        1711 West Greentree Drive, Suite 208
        Tempe, Arizona 85284

Bankruptcy Case No.: 04-21755

Type of Business: The Company is a comic book publisher of
                  Spawn, Hellspawn, & Sam and Twitch.
                  See http://www.spawn.com/

Chapter 11 Petition Date: December 17, 2004

Court: District of Arizona (Phoenix)

Judge:  Charles G. Case II

Debtor's Counsel: Kelly Singer, Esq.
                  Squire Sanders & Dempsey, L.L.P.
                  40 North Central Avenue, #2700
                  Phoenix, Arizona 85004-4498
                  Tel: (602) 528-4000
                  Fax: 602-253-8129

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 18 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Tony Twist                       Litigation          $15,000,000
c/o Stanley M. Hammerman
3101 North Central, Suite 500
Phoenix, Arizona 85012

McFarlane Toys, Inc.             Intercompany Debt      $683,902
1711 West Greentree Drive        Allocation of
Suite 208                        Administrative
Tempe, Arizona 85284             Expenses

Greg Capullo                     Contract Artist         $18,250

Brian Haberlin                   Contract Artist         $13,600

Brian Holguin                    Contract Artist          $8,800

Atwell, Curtis & Brooks, Ltd.    Collection Agency        $7,649
                                 For Arthur Andersen

Bank of America                  Outstanding Check        $6,000

Jay Fotos                        Contract Artist          $5,600

Danny Miki                       Contract Artist          $4,070

Angel Medina                     Contract Artist          $3,960

Henry & Home, PLC                2004 Tax Planning        $3,200

Comicraft                        Contract Artist          $2,200

Tom Orzechowski                  Contract Artist          $2,200

Greg Scott                       Contract Artist          $1,750

Kim Kolomyjec                    Trade Debt               $1,560

Anna Brooks                      Outstanding Check        $1,000

Register of Copyrights           Outstanding Check           $60

Neil Gaiman                      Litigation Claim        Unknown


TRICO MARINE: Nasdaq Delists Common Stock from Trading
------------------------------------------------------
Trico Marine Services, Inc. (OTC Pink Sheets: TMAR) disclosed that
the Company's common stock has been delisted and is no longer
eligible to trade on the Nasdaq National Market.  The delisting
follows the Company's receipt of notification from Nasdaq that the
Company's common stock would no longer be listed on the Nasdaq
National Market as of the opening of business on Dec. 17, 2004.

The Company expects that its common stock may be available for
trading on the Pink Sheets and may be available for trading on the
Over-The-Counter Bulletin Board, although there is no assurance
that the Company's common stock will be or remain available for
trading on either of these quotation services, or that a trading
market for the Company's common stock will develop or be
maintained.

As previously announced on November 12, 2004, the Company and its
two primary U.S. subsidiaries, Trico Marine Assets, Inc. and Trico
Marine Operators, Inc. have commenced soliciting consents from the
holders of the Company's outstanding $250 million 8-7/8% senior
notes due 2012 to approve a "pre-packaged" plan of reorganization
under Chapter 11 of Title 11 of the United States Code.  The Plan
contemplates, among other things, that outstanding shares of the
Company's common stock will be cancelled, and that current holders
of these outstanding shares will receive, in exchange for their
shares, warrants for new common stock on a basis yet-to-be
determined.  Details of the Plan, including a copy of the Plan,
the Company's disclosure statement and related documents are
available at http://www.kccllc.net/trico/ The solicitation period  
expired on December 13, 2004.  The Company intends to promptly
commence a voluntary petition for reorganization under Chapter 11
of the Bankruptcy Code.  While there is no assurance that the
Company will file such a reorganization petition or that the Plan
will be adopted or implemented as contemplated in the
solicitation, under the Plan the outstanding shares of the
Company's common stock will have no value other than the value of
the warrants to be exchanged for such shares.

                        About the Company

Trico Marine provides marine support services to the oil and gas
industry, primarily in the Gulf of Mexico, the North Sea, Latin
America and West Africa. The services provided by the Company's
diversified fleet of vessels include the marine transportation of
drilling materials, supplies and crews and support for the
construction, installation, and maintenance and removal of
offshore facilities.


UAL CORP: Court Permits Panel to Intervene in Adversary Proceeding
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 30, 2004, the
Honorable Eugene Wedoff of the United States Bankruptcy Court
for the Northern District of Illinois issued a temporary
restraining order barring a group of creditors, which controls
about one-third of United Airline's fleet, from repossessing up to
eight Boeing 767s and six 737s.

                         Trustees Respond

James E. Spiotto, Esq., at Chapman and Cutler, contends that U.S.  
Bank and The Bank of New York are entitled to take possession of  
the aircraft pursuant to Section 1110(a)(1) of the Bankruptcy  
Code.  The Trustees have terminated the Interim Adequate  
Protection Stipulations and made written demands upon the Debtors  
to surrender the aircraft.  Section 1110 expressly and  
unambiguously immunizes aircraft creditors' repossession rights  
from any and all powers of the Court, no matter the source of  
that power.  Accordingly, the Court is without power or authority  
to grant the Debtors' request.

Mr. Spiotto reminds Judge Wedoff that at numerous junctures, the  
Debtors have defended the Trustees.  The Debtors indicated that  
the formation of the Chapman Group made negotiation possible.   
The Debtors stated that the Trustees' interests were aligned with  
the Debtors.  The Debtors refused to join the Official Committee  
of Unsecured Creditors in its antitrust witch-hunt.  Now, the  
Debtors argue that the structure of the Trustees is unfair.  The  
Debtors cannot have it both ways.

The Debtors have repeatedly told the Court that if the Trustees  
could earn superior rates, they should repossess their aircraft  
and test the public markets.  Indeed, the Debtors have argued  
that the Trustee's unwillingness to take back their aircraft was  
proof that the Interim Adequate Protection Stipulations provided  
fair compensation.  Now, "the Trustees have reached the end of  
their patience with the Debtors," says Mr. Spiotto.  The Trustees  
have finally called the Debtors' bluff, and the Debtors are now  
crying foul to the Court.

                          *     *     *

Judge Wedoff permits the Creditors Committee to intervene in the  
Adversary Proceeding.

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: Look for Bankruptcy Schedules on Feb. 1
--------------------------------------------------------           
The Honorable Adlai S. Hardin Jr. of the U.S. Bankruptcy Court for
the Southern District of New York gave New York United Hospital
Medical Center more time to file its list of creditors
and equity security holders, schedules of assets and liabilities,
statement of financial affairs, and schedule of executory
contracts and unexpired leases. The Debtor has until Feb. 1, 2005,
to file those documents.

The Debtor explain to the Court that because of the size and
complexity of its business operations and financial affairs, it
will require additional time to bring its books and records up to
date and to collect the data needed for the preparation and filing
of its Schedules and Statements.

The Debtor relates that it will take a substantial time and effort
on its part to compile all the necessary information from its
books, records and documents relating to numerous creditors and
multitude of transactions.

The Debtor tells the Court that the extension will give it more
time to mobilize its employees in working diligently to assemble
all the necessary information to accurately complete and file its
Schedules and Statements on or before the extension deadline.

Headquartered in Port Chester, New York, New York United Hospital
Medical Center is a 224-bed, community healthcare provider and a
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 December 17, 2004
(Bankr. S.D.N.Y. Case No. 04-23889).  Lawrence M. Handelsman,
Esq., at Stroock & Stroock represents the Debtor in its
restructuring. When the Debtor filed for protection from its
creditors, it listed total assets of $39,000,000 and total debts
of $78,000,000.


UNITED HOSPITAL: Wants to Hire Stroock & Stroock as Bankr. Counsel
------------------------------------------------------------------           
New York United Hospital Medical Center asks the U.S. Bankruptcy
Court for the Southern District of New York for permission to
employ Stroock & Stroock & Lavan LLP as its general bankruptcy
counsel.

Stroock & Stroock is expected to:

   a) advise the Debtor with respect to its powers and duties as
      a debtor in possession;

   b) assist the Debtor in negotiating, formulating, and taking
      the necessary legal steps to confirm a plan of
      reorganization or liquidation;

   c) prepare and file all necessary applications, motions,
      orders, reports, adversary proceedings, responses, pleadings
      and documents;

   d) represent the Debtor at Court hearings and proceedings to
      protect its interests;

   e) prosecute and defend all actions and proceedings by or
      against the Debtor;

   f) represent and negotiate on behalf of the Debtor regarding
      any sale of assets;

   g) counsel and represent the Debtor regarding the assumption
      and rejection of executory contracts and unexpired leases
      and analyze claims and negotiate all matters with creditors
      on behalf of the Debtor; and

   h) perform all other legal services for the Debtor that may be
      desirable and necessary for the efficient and economic
      administration of its chapter 11 case.

Lawrence M. Handelsman, Esq., a Partner at Stroock & Stroock, is
the lead attorney for the Debtor's restructuring.  Mr. Handelsman
discloses that the Firm received a $350,000 retainer.  Mr.
Handelsman will bill the Debtor at $750 per hour.

Mr. Handelsman reports Stroock & Stroock's professionals bill:

    Professional       Designation     Hourly Rate
    ------------       -----------     -----------
    Eric M. Kay        Associate          $495
    Anna M. Taruschio  Associate           365
    Omeca N. Nedd      Associate           205

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

Headquartered in Port Chester, New York, New York United Hospital
Medical Center is a 224-bed, community healthcare provider and a
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 December 17, 2004
(Bankr. S.D.N.Y. Case No. 04-23889).  When the Debtor filed for
protection from its creditors, it listed total assets of
$39,000,000 and total debts of $78,000,000.


US AIRWAYS: Retiree Committee Retains Alvarez as Advisors
---------------------------------------------------------
The Section 1114 Retiree Committee sought and obtained the  
Bankruptcy Court's authority to retain Alvarez & Marsal, LLC, as
financial advisors.

Daniel A. Lowenthal, Esq., at Thelen, Reid & Priest, in New York  
City, relates that the Retiree Committee selected A&M as  
financial advisors because of the firm's extensive experience and  
knowledge of business reorganizations under Chapter 11 of the  
Bankruptcy Code and its familiarity with all aspects of employee  
benefits, including health care.  

A&M will:

  a) advise and assist the Committee in examining and analyzing  
     US Airways and its debtor-affiliates' proposed retiree
     benefit modifications;

  b) advise and assist the Committee in reviewing the Debtors'  
     support information for any modifications, including  
     historical financials, projections, underlying assumptions  
     and specifics of the retiree plans;

  c) meet and negotiate with the Debtors, their advisors and  
     counsel on proposed modifications, underlying assumptions  
     and support information;

  d) provide expert testimony on related matters; and

  e) other requested general business consulting or assistance.

A&M will be compensated for its services on an hourly basis in  
accordance with rates in effect on the date the services are  
rendered.  A&M will also be reimbursed for actual, reasonable and  
necessary out-of-pocket expenses.  A&M's rates range from:

    Professional                   Hourly Rate
    ------------                   -----------
    Managing Director               $525-$625
    Director                        $375-$525
    Associate/Analyst               $175-$375

A&M may employ the advisory services of Sustman Associates of  
Montgomery, Texas.  Sustman Associates specializes in working  
with companies in the retirement benefit area and has extensive  
employee benefit experience in many industries including the  
wholesale, retail, manufacturing and health care industries.   
Scott C. Sustman is the President of Sustman Associates.

A&M will charge $375 per hour for Sustman Associates' advisory  
services.  Sustman Associates will support A&M by providing  
certain specialized services within Sustman Associates' unique  
expertise, including the creation of a Committee of Actuaries.   
Sustman Associates also will:

  a) identify candidates to serve as actuarial consultants;

  b) evaluate the qualifications of the candidates;
   
  c) make recommendations for the Committee of Actuaries;

  d) advise and assist A&M in evaluating the financial  
     ramifications of the proposed retiree benefit modifications,  
     including developing counter-proposals;

  e) assist in efficiently transitioning knowledge to the  
     Committee Actuaries.

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

      * US Airways, Inc.,
      * Allegheny Airlines, Inc.,
      * Piedmont Airlines, Inc.,
      * PSA Airlines, Inc.,
      * MidAtlantic Airways, Inc.,
      * US Airways Leasing and Sales, Inc.,
      * Material Services Company, Inc., and
      * Airways Assurance Limited, LLC.
   
Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

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


WELLS FARGO: Fitch Assigns Low-B Ratings on Classes B-4 & B-5
-------------------------------------------------------------
Fitch rates Wells Fargo mortgage pass-through certificates, series
2004-DD:

     -- $580,578,100 classes I-A-1, II-A-1, II-A-2, II-A-3, II-A-
        4, II-A-5, II-A-6, II-A-7, II-A-8, II-A-R and II-A-LR
        (senior certificates) 'AAA';

     -- $7,202,000 class B-1 'AA+';

     -- $5,101,000 class B-2 'A+';

     -- $3,000,000 class B-3 'BBB+';

     -- $2,100,000 class B-4 'BB';

     -- $900,000 class B-5 'B.'

The 'AAA' rating on the senior certificates reflects the 3.25%
subordination provided by:

     * the 1.20% class B-1 certificates,
     * the 0.85% class B-2 certificates,
     * the 0.50% class B-3 certificates,
     * the 0.35% privately offered class B-4 certificates,
     * the 0.1 5% privately offered class B-5 certificates, and      
     * the 0.20% privately offered class B-6.

Classes rated based on their respective subordination:

     * B-1 'AA+',
     * B-2 'A+',
     * B-3 'BBB+',
     * B-4 'BB', and
     * B-5 'B'.

The class B-6 certificates are not rated by Fitch.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures and the servicing capabilities of
Wells Fargo Bank, N.A. (WFB; rated 'RPS1' by Fitch).

The transaction is secured by two pools of mortgage loans, which
consist of fully amortizing, one- to four-family, adjustable-rate
mortgage loans that provide for a fixed interest rate during an
initial period of approximately five years.  Thereafter, the
interest rate will adjust on an annual basis to the sum of the
weekly average yield on US Treasury Securities adjusted to a
constant maturity of one year and a gross margin.  Approximately
84.9% of the aggregate mortgage loans are interest only loans,
which require only payments of interest until the month following
the first adjustment date.  The mortgage loan groups are cross-
collateralized and aggregated for statistical purposes as
represented below.

The mortgage loans have an aggregate principal balance of
approximately $600,082,218 as of the cut-off date Dec. 1, 2004, an
average balance of $374,817, a weighted average remaining term to
maturity -- WAM -- of 359 months, a weighted average original
loan-to-value ratio -- OLTV -- of 71.53% and a weighted average
coupon -- WAC -- of 4.832%.  Rate/Term and cashout refinances
account for 22.81% and 8.90% of the loans, respectively.  The
weighted average FICO credit score of the loans is 738.  Owner
occupied properties and second homes comprise 90.25% and 9.75% of
the loans, respectively.

The states that represent the largest geographic concentration
are:

     * California (37.02%),
     * Florida (7.68%),
     * Virginia (5.78%) and
     * New Jersey (5.22%).

All other states represent less than 5% of the outstanding balance
of the mortgage loans.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003, entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation,'
available on the Fitch Ratings web site at
http://www.fitchratings.com/

All of the mortgage loans were generally originated in conformity
with underwriting standards of Wells Fargo Home Mortgage, Inc. --
WFHM.  WFHM sold the loans to Wells Fargo Asset Securities
Corporation -- WFASC, a special purpose corporation, who deposited
the loans into the trust.  The trust issued the certificates in
exchange for the mortgage loans.  WFB, an affiliate of WFHM, will
act as servicer, master servicer and custodian, and Wachovia Bank,
N.A. will act as trustee and paying agent.  For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits -- REMICs.


WELLS FARGO: Fitch Puts Low-B Ratings on Two Private Classes
------------------------------------------------------------
Wells Fargo mortgage pass-through certificates, series 2004-BB, is
rated by Fitch Ratings:

     -- $871,424,100 classes A-1 through A-7 and A-R (senior
        certificates) 'AAA';

     -- $10,802,000 class B-1 'AA';

     -- $7,202,000 class B-2 'A';

     -- $4,501,000 class B-3 'BBB';

     -- $1,351,000 privately offered class B-4 'BB';

     -- $1,800,000 privately offered class B-5 'B'.

The privately offered class B-6 certificate is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.20%
subordination provided by:

     * the 1.20% class B-1 certificates,
     * the 0.80% class B-2 certificates,
     * the 0.50% class B-3 certificates,
     * the 0.15% privately offered class B-4 certificates,
     * the 0.20% privately offered class B-5 certificates, and
     * the 0.35% privately offered class B-6.

Classes rated based on their respective subordination:

     * B-1 'AA',
     * B-2 'A',
     * B-3 'BBB',
     * B-4 'BB' and
     * B-5 'B'.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures and the servicing capabilities of
Wells Fargo Bank, N.A. (WFB; rated 'RPS1' by Fitch).

The transaction is secured by one pool of mortgage loans.  The
mortgage loans consist of fully amortizing, one- to four-family,
adjustable-rate mortgage loans that provide for a fixed interest
rate during an initial period of approximately five years.
Thereafter, the interest rate will adjust on an annual basis to
the sum of the weekly average yield on US Treasury Securities
adjusted to a constant maturity of one year and a gross margin.

The mortgage loans have an aggregate principal balance of
approximately $900,231,409 as of the cut-off date Dec. 1, 2004, an
average balance of $354,143, a weighted average remaining term to
maturity -- WAM -- of 358 months, a weighted average original
loan-to-value ratio -- OLTV -- of 72.30% and a weighted average
coupon -- WAC -- of 4.85%.  Rate/Term and cashout refinances
account for 19.33% and 8.19% of the loans, respectively.  The
weighted average FICO credit score for the group is 738.  Owner
occupied properties and second homes comprise 90.69% and 9.31% of
the loans, respectively.

The states that represent the largest geographic concentration
are:

     * California (33.18%),
     * Florida (18.46%) and
     * Virginia (5.78%).

All other states represent less than 5% of the outstanding balance
of the mortgage loans.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003, entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation,'
available on the Fitch Ratings web site at
http://www.fitchratings.com/

All of the mortgage loans were generally originated in conformity
with underwriting standards of Wells Fargo Home Mortgage, Inc. --
WFHM.  WFHM sold the loans to Wells Fargo Asset Securities
Corporation -- WFASC, a special purpose corporation, who deposited
the loans into the trust.  The trust issued the certificates in
exchange for the mortgage loans.  WFB, an affiliate of WFHM, will
act as servicer, master servicer and custodian, and Wachovia Bank,
N.A. will act as trustee and paying agent.  For federal income tax
purposes, an election will be made to treat the trust as a real
estate mortgage investment conduit -- REMIC.


WESCO DISTRIBUTION: S&P Raises Corp. Debt Rating to BB- from B+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on WESCO Distribution Inc. to 'BB-' from 'B+' and its
subordinated debt rating to 'B' from 'B-'.  At the same time,
Standard & Poor's removed the ratings from CreditWatch, where they
were placed on Dec. 9, 2004.  The outlook is positive.

At Sept. 30, 2004, the Pittsburgh, Pennsylvania-based distributor
of electrical products had approximately $790 million of total
debt, including off-balance-sheet account receivable
securitizations and the present value of operating leases.

"The upgrade reflects our expectations of less-aggressive
financial policies and continued favorable intermediate-term
prospects, both of which should continue to improve WESCO's credit
profile," said Standard & Poor's credit analyst Joel Levington.
"We believe that the company's recently completed offering of
common equity is signaling a stronger commitment by management to
maintain a less aggressive capital structure in the future.  We
also expect increasing profitability in the near-to-intermediate
term as WESCO benefits from recovery in important industrial and
construction markets as well as from high operating leverage."

The offering had net proceeds of approximately $108 million to be
used to repurchase outstanding subordinated debt.

WESCO is a leading distributor of electrical construction
products; maintenance, repair and operating supplies; and
integrated supply and outsourcing services.

"In the intermediate term, we expect WESCO business strategies to
focus on expanding strategic relationships with national accounts,
to extend its geographic reach, particularly as customers expand
their geographic footprints, and occasionally to pursue bolt-on
acquisitions to further expand its product and service offerings.
If WESCO's financial discipline is sustained, the credit profile
should strengthen to at least our expectations in the next 18-24
months, which could lead to a modestly higher rating," Mr.
Levington said.


WINDHAM MILLS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Windham Mills Development Corporation
        dba Windham Mills Technology Center
        322 Main Street
        Willimantic, Connecticut 06226

Bankruptcy Case No.: 04-23619

Type of Business: The Company leases building spaces for company
                  offices.  See http://www.windhammills.com/

Chapter 11 Petition Date: December 15, 2004

Court: District of Connecticut (Hartford)

Judge:  Robert L. Krechevsky

Debtor's Counsel: Robert U. Sattin, Esq.
                  Reide & Riege, P.C.
                  One Financial Plaza
                  Hartford, Connecticut 06103
                  Tel: (860) 278-1150

Estimated Assets: $0 to $50,000

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
State of Connecticut             Value of Security:  $15,000,000
Department of Economic &         $5,200,000
Community Development
Attn: Managing Director
505 Hudson Street
Hartford, Connecticut 06106

State of Connecticut             Value of Security:   $7,000,000
Department of Economic &         $5,200,000
Community Development
Attn: Managing Director
505 Hudson Street
Hartford, Connecticut 06106

Town of Windham                  Value of Security    $2,250,000
Attn: Legal Department           $5,200,000
979 Main Street
PO Box 94
Willimantic, Connecticut 06226

Lisa Silvestri, Esq.             Legal Fees              $55,000

Stonehill Insurance                                      $25,741

Windham Water/Sewer Department                           $21,345

Downes Construction Company                              $21,154

G. Donovan Associates                                    $17,605

Select Energy                    Utility                  $6,199

Carlin, Charron & Rossen                                  $3,239

Select Energy                    Utility                  $3,231

CL&P                             Utility                  $2,659

CPM                                                       $2,150

Creative Illumination                                     $1,850

Yankee Gas Services              Utility                  $1,217

Thyssen Krupp Elevator                                      $740

Datacom Marketing                                           $399

Amerigas                                                    $359

Staples Credit Plan                                         $177

Village Springs Distributor                                  $30


YUKOS OIL: Will Seek Damages Against Parties Participating in Sale
------------------------------------------------------------------
Yukos Oil Company issued a notice to all persons and entities:

  (1) who participated in the auction on Sunday, Dec. 19, 2004,
      of the Stock of Yuganskneftegas to Baikal Finance Group, or
      
  (2) who may participate:

      (a) in the consummation of the sale or purchase of that
          Stock, or

      (b) the financing of that transaction, or in other actions
          that interfere with property of Yukos' Chapter 11
          bankruptcy estate,

that the Stock is property of Yukos' Chapter 11 estate and the
Auction was a violation of the automatic stay which became
immediately effective when Yukos filed bankruptcy.

As reported in the Troubled Company Reporter yesterday, 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 or who 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.

If the sale of the Stock is completed, it will damage Yukos in
excess of $20 billion and the Company will pursue damages against
all third parties who participate in the sale, the financing of
the sale, and any transaction relating to the value of the Stock.

A copy of the notice that Yukos filed with the Bankruptcy Court is
available at http://www.yukosbankruptcy.com/

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 OIL: Says It'll Pursue All Options Available After Auction
----------------------------------------------------------------
"Yukos management will pursue every legal and commercial remedy
available to it to recover the corporate value that will be
unjustifiably destroyed if the auction of its largest production
unit, Yuganskneftegas, that was held in Moscow [Sun]day, becomes a
completed transaction.  The so-called winners of this process
along with any entity that supports them has subjected their
businesses to considerable legal risks."

As previously reported in the Troubled Company Reporter, 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 Rbs260.75 billion
(US$9.35 billion) bid.  

                          Baikal Who?

Nobody knows who OOO Baikalfinansgroup is or who's financed its
bid.  Baikal is the name of a lake in Siberia; Baikalfins' home
office is located in Tver in western Russia.  CBS MarketWatch
reports that Russian news agency Itar-Tass said the address given
on the organization's filing houses only a mobile phone store and
a grocery in a town called Tver.

Some people speculate believe that Baikal may just be an arm of
Gazprom.  Gazprom denies any link with Baikal.  Others 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.

The Russian Federal Anti-Monopoly Service cleared Baikal to
participate in the auction on Friday, Dec. 17.  Baikal was not
subject to the Bankruptcy Court's TRO.

The Russian Federation proceeded with the auction regardless of
the 10-day temporary restraining order issued by the U.S.
Bankruptcy Court for the Southern District of Texas, enjoining
Gazpromneft and two other earlier bidders, First Venture Co. and
ZAO Interkom, and their lenders from participating in the
auction.

                         Auction Drama

Arkady Ostrovsky reporting for the Financial Times from Moscow
relates that the auction was high in drama.  Media personnel were
crowding outside the iron gate waiting to be admitted.

"The lucky ones whose names were on a list were waved through.
The less fortunate -- including two US lawyers for Menatep,
Yukos's largest shareholder -- were kept out in the cold in the
drizzly rain," Mr. Ostrovsky says.

The media, Mr. Ostrovsky continues, were ferried to the 16th
floor of the Federal Property Fund building to witness the
proceedings from a giant screen.  The auction, however, was held
on the fourth floor.  Security personnel were stationed at every
floor.

The auction was a two-bidder event between Baikal and
Gazpromneft.  Press reports relate the bidders were given
lollipop-style bidding paddles marked 1 and 2.  

Baikal, Mr. Ostrovsky relates, went first, placing a bid of
Rbs260.75 billion ($9.3 billion) "so quietly that the auctioneer
misheard it and repeated in a loud voice that a starting bid of
Rbs246.75bn ($8.6bn) had been made."  Nobody objected.

"The auctioneer turned to [Gazpromneft], requesting that it place
its bid.  But Gazpromneft's representative asked to make a call
and left the room in clear violation of the rules," Mr. Ostrovsky
recounts.

"After a couple of minutes he silently re-entered the room and
sat down.  This prompted Baikal to repeat its bid of Rbs260.75bn,
but Gazpromneft remained silent.

"The auctioneer called the price three times, then brought the
hammer down."

                       Can Baikal Perform?

There's speculation that Baikal doesn't have adequate financial
backing to close and will default on the transaction.  Baikal has
until Jan. 11 to complete the purchase.  


YUKOS OIL: Wants to Maintain Existing Bank Accounts
---------------------------------------------------
The Office of the United States Trustee generally requires
debtors-in-possession to close all prepetition bank accounts and
open new "debtor-in-possession" bank accounts.  In addition, the
U.S. Trustee often requires debtors-in-possession to maintain
separate accounts for cash collateral and for taxes.  However, in
complex Chapter 11 cases, courts often waive these requirements,
recognizing that they are often impractical in those cases.

Yukos Oil Company believes that a similar waiver is appropriate in
its Chapter 11 case because the Russian Government currently
exerts complete control over its accounts and it is not possible
for Yukos to close the accounts.  Zack A. Clement, Esq., at
Fulbright & Jaworski, LLP, in Houston, Texas, explains that the
Russian Government is sweeping the accounts daily to pay
$27,500,000,000 in taxes which the Government asserts are owed by
the Debtor.  Any attempt by Yukos to alter its Russian bank
accounts would run afoul of Russian law.  Any Yukos employee in
Russia who attempted such a change would likely be jailed.

Yukos' subsidiaries' crude oil is sold internationally through
Petroval, a Yukos subsidiary which acts only as a broker in the
transactions.  Under Russian law, the proceeds from sale of crude
oil produced in Russia must be repatriated.  To comply with the
law, proceeds for the sales of crude oil are deposited daily into
Russian bank accounts belonging to Yukos.  There are between 20
and 30 Yukos Accounts held in between five to seven different
Russian banks.  In the past, the funds in the Yukos Accounts were
subsequently downstreamed to the Yukos subsidiaries which produced
the crude oil.

The Russian Government has taken the position that it is a
criminal offense for Yukos to use its funds for any purpose other
than the payment of taxes.  Therefore, although Yukos has no
meaningful access to or control of the Yukos Account or the funds
deposited therein, Mr. Clement relates that Yukos must maintain
the existing accounts to comply with Russian law.

"As a practical matter, [Yukos] has no effective control over the
funds in its bank accounts located in Russia," Mr. Clement says.

By this motion, Yukos asks the United States Bankruptcy Court for
the Southern District of Texas for authority to:

   (a) designate, maintain and continue to use any or all of the
       existing Bank Accounts in the names and with the account
       numbers existing immediately prior to its Chapter 11 case;
       provided, however, that it reserves the right to close
       some or all of its prepetition Bank Accounts and open new
       debtor-in-possession accounts;

   (b) deposit funds in and withdraw funds from any accounts by
       all usual means including, but not limited to, checks,
       wire transfers, automated clearing house transfers,
       electronic funds transfers, and other debits;

   (c) treat its prepetition Bank Accounts and any accounts
       opened after the Petition Date for all purposes as debtor-
       in-possession accounts.

Yukos also seeks permission to continue utilizing its existing
cash management system including, without limitation, waiving any
requirement that it establish separate accounts for cash
collateral or tax payments.  Yukos intends to pay costs or
expenses associated with the maintenance of the cash management
system.

Yukos also asks Judge Clark to direct all banks with which it
maintains its Bank Accounts to continue to maintain, service, and
administer the accounts.  Yukos has made no voluntary transfers
out of the Bank Accounts in months and no checks have been issued
or dated prior to the Petition Date, Mr. Clement reports.

As of the Petition Date, Yukos has no bank accounts in its own
name located in the United States.

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


YUKOS OIL: Wants Investment & Deposit Guidelines Waived
-------------------------------------------------------
Yukos Oil Company asks the United States Bankruptcy Court for the
Southern District of Texas waive the investment and deposit
requirements under Section 345 of the Bankruptcy Code in light of
the unusual circumstances it finds itself regarding its bank
accounts.

Section 345(a) authorizes deposits or investments of money of a
bankruptcy estate, like cash, in a manner that will "yield the
maximum reasonable net return on such money, taking into account
the safety of such deposit or investment."  For deposits or
investments that are not "insured or guaranteed by the United
States or by a department, agency or instrumentality of the
United States or backed by the full faith and credit of the
United States," Section 345(b) provides that the estate must
require from the entity with which the money is deposited or
invested a bond in favor of the United States secured by the
undertaking of an adequate corporate surety.

Zack A. Clement, Esq., at Fulbright & Jaworski, LLP, in Houston,
Texas, explains that Yukos' bank accounts are located outside of
the United States, and the Debtor does not have meaningful control
over them.  Mr. Clement asserts that waiving the U.S. Trustee's
investment and deposit requirements on an interim basis so that
Yukos can fully inform the U.S. Trustee's Office of the nature of
its bank accounts and cash management system is appropriate in
Yukos' Chapter 11 case.

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


* Alvarez & Marsal Welcomes John D. Schissler as Director
---------------------------------------------------------
Alvarez & Marsal, a leading global professional services firm,
announced that John Schissler has joined the firm as a director.  
He will be based in the firm's Houston office.   

With several years of financial restructuring experience across
various industries including energy, distribution, manufacturing,
equipment rental, human resources and technology, Mr. Schissler
has advised debtors and creditors in turnarounds and
restructurings in out of court reorganizations and in
bankruptcies.  Mr. Schissler's advisory assignments include Enron
Corp., Metals USA, US Liquids, Ameripol Synpol, Con Equip,
Piccadilly Cafeterias as well as many privately held distressed
companies.  

Prior to joining A&M, Mr. Schissler was a manager in the
restructuring practice of a major accounting firm.  Before that,
he was an Assistant Vice President at KBK Financial, where he
focused on the origination of mezzanine and asset based financing
for troubled companies.

Mr. Schissler earned a bachelor's degree in Accounting and Finance
from Texas Christian University.  He is a Certified Insolvency
Restructuring Advisor (CIRA) and a Board Member of the Houston
chapter of Turnaround Management Association (TMA).

                     About Alvarez & Marsal

Founded in 1983, Alvarez & Marsal is a global professional
services firm that helps businesses and organizations in the
corporate and public sectors navigate complex business and
operational challenges.  With professionals based in locations
across the U.S., Europe, Asia, and Latin America, Alvarez & Marsal
delivers a proven blend of leadership, problem solving and value
creation.  Drawing on its strong operational heritage and hands-on
approach, Alvarez & Marsal works closely with organizations and
their stakeholders to help address complex business issues,
implement change and favorably influence results.   Alvarez &
Marsal's service offerings include Turnaround Management
Consulting, Crisis and Interim Management, Creditor Advisory,
Financial Advisory, Dispute Analysis and Forensics, Real Estate
Advisory, Business Consulting and Tax Advisory.  For more
information about the firm, please visit
http://www.alvarezandmarsal.com/  


* King & Spalding Elects Three Partners to Policy Committee
-----------------------------------------------------------
King & Spalding LLP, a leading international law firm, disclosed
the election of three partners to the firm's 10-person policy
committee, effective Jan. 1, 2005.  They are Sarah R. Borders,
George S. Branch and Graciela M. Rodriguez.

The new members replace partners John L. Keffer (London), John J.
Kelley III (Atlanta) and Kevin R. Sullivan (Washington, D.C.),
whose terms expire at the end of this month.

"We look forward to the leadership and infusion of new ideas
Sarah, George and Grace will bring to the partnership," said
Walter W. Driver, Jr., chairman of King & Spalding.  "We are also
indebted to the contributions John, 'J.' and Kevin have made as
members of the policy committee."

King & Spalding's policy committee is responsible for firm
policies, strategic initiatives and the overall enhancement of the
firm. Members are elected by the partnership to a 3-year term.

The election of two women partners to King & Spalding's policy
committee, its primary management group, is indicative of the
firm's commitment to attracting, retaining, developing and
advancing talented women within the firm.  At King & Spalding,
women hold more than 20 percent of the practice leadership
positions.

Sarah R. Borders - Borders is co-leader of the firm's financial
restructuring practice, and she is resident in the firm's Atlanta
office.  She has extensive experience representing both creditors
and debtors in some of the nation's largest workouts,
restructurings and bankruptcy cases.

George S. Branch - Branch is managing partner of King & Spalding's
London office, which he established in 2002.  He is also a senior
partner in the firm's business litigation practice and represents
clients on a wide range of commercial litigation and arbitration
matters.

Graciela M. Rodriguez - Rodriguez is head of the firm's special
matters practice, focusing on a broad range of civil and criminal
matters.  She is resident in the firm's Washington, D.C., office.

                   About King & Spalding LLP

King & Spalding LLP is an international law firm with more than
800 lawyers in Atlanta, Houston, London, New York and Washington,
D.C. The firm represents more than half of the Fortune 100, and in
a Corporate Counsel survey in October 2004 was ranked one of the
top ten firms representing Fortune 250 companies overall. For
additional information, visit http://www.kslaw.com/


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        CSA         (80)         267       24
Akamai Tech.            AKAM       (144)         189       63
Alaska Comm. Syst.      ALSK        (12)         650       85
Alliance Imaging        AIQ         (41)         654       36
Amazon.com              AMZN       (721)       2,109      642
AMR Corp.               AMR        (314)      29,261   (1,824)
Amylin Pharm. Inc.      AMLN        (42)         402      325
Arbinet-Thexchan.       ARBX         (1)          70       11
Atherogenics Inc.       AGIX        (19)          93       77
Blount International    BLT        (283)         423      103
CableVision System      CVC      (1,669)      11,795      223
CCC Information         CCCG       (131)          80        8
Cell Therapeutic        CTIC        (52)         174       87
Centennial Comm         CYCL       (538)       1,532      152
Choice Hotels           CHH        (175)         271      (16)
Cincinnati Bell         CBB        (600)       1,987      (20)
Compass Minerals        CMP        (109)         642       99
Conjuchem Inc.          CJC         (16)          24       19
Cotherix Inc.           CTRX        (44)          25       20
Cubist Pharmacy         CBST        (75)         155       (6)
Delta Air Lines         DAL      (3,297)      23,526   (2,614)
Denny's Corporation     DNYY       (246)         730      (80)
Domino Pizza            DPZ        (575)         421      (16)
Eagle Hospitality       EHP         (26)         177      N.A.
Empire Resorts          NYNY        (13)          61        7
Foster Wheeler          FWHLF      (441)       2,268     (212)
Foxhollow Tech.         FOXH        (60)          28       16
Graftech International  GTI         (44)       1,036      284
Hawaiian Holding        HA         (160)         236      (60)
Hercules Inc.           HPC         (40)       2,658      362
IMAX Corp.              IMAX        (49)         222        9
Indevus Pharm.          IDEV        (34)         205      164
Isis Pharm.             ISIS        (18)         255      116
Kinetic Concepts        KCI         (29)         638      214
Level 3 Comm Inc.       LVLT       (159)       7,395      157
Lodgenet Entertainment  LNET        (68)         301       20
Lucent Tech. Inc.       LU       (1,379)      16,963    3,765
Maxxam Inc.             MXM        (649)       1,017       72
McDermott Int'l         MDR        (338)       1,245      (33)
McMoran Exploration     MMR         (85)         156       29
Northwest Airline       NWAC     (2,166)      14,450     (431)
Northwestern Corp.      NWEC       (603)       2,445     (692)
ON Semiconductor        ONNN       (298)       1,221      270
Owens Corning           OWENQ    (4,132)       7,567    1,118
Per-se Tech. Inc.       PSTI        (25)         169       31
Phosphate Res.          PLP        (439)         316        5
Pinnacle Airline        PNCL        (18)         147       26
Primedia Inc.           PRM      (1,163)       1,577     (203)
Primus Telecomm         PRTL       (113)         735      (23)
Qwest Communication     Q        (2,477)      24,926     (509)
SBA Comm. Corp.         SBAC        (27)         915       11
Sepracor Inc.           SEPR       (380)         974      600
Syntroleum Corp.        SYNM         (8)          48       11
U-Store-It Trust        YSI         (34)         536      N.A.
US Unwired Inc.         UNWR       (234)         709     (280)
Valence Tech.           VLNC        (48)          16        2
Vector Group Ltd.       VGR         (48)         528      110
Vertrue Inc.            VTRU        (44)         445        0
WR Grace & Co.          GRA        (118)       3,087      774
Young Broadcasting      YBTVA       (12)         798       85

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***